Letter of Offer

Dated: October 25, 2024

(Please scan this QR code to view this Letter of Offer) For Eligible Shareholders only

PMC FINCORP LIMITED

Our Company was incorporated on February 04, 1985 with the name and style of Priti Mercantile Company Limited and certificate of
incorporation was granted by Registrar of Companies, U.P., Kanpur. Subsequently, the name of the Company was changed from “Priti
Mercantile Company Limited” to its present name i.e. “PMC Fincorp Limited” and fresh certificate of incorporation was granted by Registrar
of Companies, Uttar Pradesh on March 20, 2014. The CIN of the company is L27109UP1985PLC006998. For further details, see “General
Information” on page no. 47.
Registered Office: B-10, VIP Colony, Civil Lines, Rampur, Uttar Pradesh - 244901, India.
Corporate Office: Flat No. 201 & 202, 2nd Floor, Rattan Jyoti Building, 18, Rajendra Place, New Delhi- 110008, India.
Telephone No.: 011-47631025, 26, 27 | Email: contact@pmcfincorp.com | Website: www.pmcfincorp.com
Contact Person: Mr. Kailash, Company Secretary, and Compliance Officer
Corporate Identification Number: L27109UP1985PLC006998
PROMOTERS OF OUR COMPANY
MR. RAJ KUMAR MODI, MS. REKHA MODI, MR. PRABHAT MODI AND M/S. RAJ KUMAR MODI HUF
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF PMC FINCORP LIMITED ONLY
ISSUE OF UP TO 17,80,20,400 FULLY PAID-UP EQUITY SHARES OF THE FACE VALUE OF ₹ 1 EACH (“RIGHTS EQUITY
SHARES”) OF OUR COMPANY FOR CASH AT AN ISSUE PRICE OF ₹ 2.75/- PER RIGHTS EQUITY SHARE AGGREGATING
UP TO ₹ 4,895.56/- LAKHS ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN
THE RATIO OF 1 (ONE) RIGHTS EQUITY SHARES FOR EVERY 3 (THREE) FULLY PAID-UP EQUITY SHARES HELD BY
THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY AS ON THE RECORD DATE, THAT IS, ON FRIDAY,
OCTOBER 25, 2024 (THE “ISSUE”). FOR DETAILS, SEE “TERMS OF THE ISSUE” ON PAGE 128.
WILLFUL DEFAULTER OR FRAUDULENT BORROWER
Neither our Company, our promoters nor our directors are identified as willful defaulters or fraudulent borrower. For further details, see
“Other Regulatory and Statutory Disclosures” on page 124.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they
can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment
decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue including
the risks involved. The Rights Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (SEBI)
nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of investors is invited to the statement of “Risk
Factors” given on page number 23 under the section ‘General Risks’.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information
with regard to the Company and the issue which is material in the context of the issue, that the information contained in the Letter of Offer 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 Letter of Offer as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares of our Company are listed on the BSE Limited (“BSE” or “Stock Exchange”). Our Company has received “In-principle”
approval from BSE for listing the Rights Equity Shares through its letter bearing no. LOD/RIGHT/TT/FIP/1151/2024-25 dated October 17,
2024. Our Company will also make application to the Stock Exchange to obtain its trading approval for the Rights Entitlements as required
under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purposes of this Issue,
the Designated Stock Exchange is BSE Limited.
REGISTRAR TO THE ISSUE
Skyline Financial Services Private Limited
Address: D-153-A, 1st Floor, Okhla Industrial Area,
Phase-I, New Delhi – 110020, India
Telephone: 011-40450193-197
Fax: 011-26812682
E-mail: ipo@skylinerta.com
Investor grievance: grievances@skylinerta.com
Website: www.skylinerta.com
Contact person: Mr. Anuj Rana
SEBI Registration No: INR000003241
ISSUE SCHEDULE
ISSUE OPENS ON LAST DATE FOR ON-MARKET ISSUE CLOSES ON#
RENUNCIATION*
Thursday, November 07, 2024 Tuesday, November 12, 2024 Tuesday, November 19, 2024
*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the
Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.
#Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided
that this Issue will not remain open in excess of 30 (thirty) days from the Issue Opening Date. Further, no withdrawal of the Application shall be
permitted by any Applicant after the Issue Closing Date.
THIS PAGE HAS BEEN LEFT BLANK PURSUANT TO SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.
 CONTENTS
SECTION I: GENERAL ........................................................................................................................2
DEFINITIONS AND ABBREVIATIONS ............................................................................................2
NOTICE TO INVESTORS ..................................................................................................................12
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION .............16
FORWARD LOOKING STATEMENTS ...........................................................................................18
SUMMARY OF LETTER OF OFFER ...............................................................................................20
SECTION II: RISK FACTORS ...........................................................................................................23
SECTION III: INTRODUCTION .......................................................................................................45
THE ISSUE ............................................................................................................................................45
GENERAL INFORMATION...............................................................................................................47
CAPITAL STRUCTURE .....................................................................................................................53
OBJECTS OF THE ISSUE ..................................................................................................................56
STATEMENT OF SPECIAL TAX BENEFITS .................................................................................60
SECTION IV: DETAILS OF BUSINESS ...........................................................................................66
INDUSTRY OVERVIEW.....................................................................................................................66
OUR BUSINESS OVERVIEW ............................................................................................................92
OUR MANAGEMENT .........................................................................................................................98
SECTION V: FINANCIAL INFORMATION .................................................................................103
FINANCIAL STATEMENTS ............................................................................................................103
STATEMENT OF ACCOUNTING RATIOS ..................................................................................104
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ...........................................................................................................106
SECTION VI: LEGAL AND OTHER INFORMATION................................................................114
OUTSTANDING LITIGATION AND DEFAULTS ........................................................................114
GOVERNMENT APPROVALS OR LICENSING ARRANGEMENTS ......................................123
OTHER REGULATORY AND STATUTORY DISCLOSURES ..................................................124
SECTION VII: OFFERING INFORMATION ................................................................................128
TERMS OF THE ISSUE ....................................................................................................................128
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .......................................180
DECLARATION .................................................................................................................................181

1
 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses the definitions and abbreviations set forth below, which, unless the context
otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below.
References to any legislations, Acts, regulations, rules, guidelines, or policies shall be to such
legislations, acts, regulations, rules, guidelines, or policies as amended, supplemented, or re-enacted
from time to time and any reference to a statutory provision shall include any subordinate legislation
made from time to time under that provision.

The words and expressions used in this Letter of Offer, but not defined herein, shall have the same
meaning (to the extent applicable) ascribed to such terms under the SEBI ICDR Regulations, the
Companies Act, 2013, the SCRA, the Depositories Act, and the rules and regulations made thereunder.
Notwithstanding the foregoing, terms used in “Statement of Special Tax Benefits” and “Financial
Information” on pages 60 and 103, respectively, shall have the meaning given to such terms in such
sections.

Company Related Terms

Terms Descriptions
Act/ Companies Act The Companies Act, 2013 and Companies Act, 1956 to the extent applicable.
Articles of Association/ The Articles of Association of our Company, as amended from time to time.
Articles / “AoA”
Associates With reference to any company, the associate of that company would mean
any other company within the meaning of section 2(6) of the Companies
Act.
Audit Committee The Audit Committee of the Board of Directors of the Company.
Board of Directors / The Board of Directors of our Company or a duly constituted committee
Board thereof.
Chairman The Chairman of our Company.
Company / our PMC Fincorp Limited, a public limited company incorporated under the
Company Companies Act, 1956, having its registered office at B-10, VIP Colony, Civil
/ The Company / Lines, Rampur, Uttar Pradesh - 244901, India.
the Issuer.
Corporate Office 201 & 202 Second Floor Rattan Jyoti Building, 18, Rajendra Place, New
Delhi – 110008, India
Director(s) Any or all the directors on our Board, as may be appointed from time to time.
Equity Shareholder A holder of Equity Shares.
Equity Shares The equity shares of our Company, each having a face value of Re. 1/- each
unless otherwise specified.
Executive Directors Executive Director(s) of our Company, unless otherwise specified.
Group Companies/ Such companies with which there were related party transactions, during the
Entities period for which financial information is disclosed in this Letter of Offer,
which are covered under the applicable accounting standards and other
companies as considered material by our Board including but not limited to
2
Terms Descriptions
Amarendra Financial Private Limited, Dinkar Commercial Private Limited
and Filmcity Media Limited.
Managing Director Managing Director of our Company i.e., Mr. Raj Kumar Modi.
Materiality Policy A policy adopted by our Company for the identification of material
litigation(s) for the purpose of disclosure of the same in this Letter of Offer.
Memorandum of The Memorandum of Association of our Company, as amended from time
Association / to time.
Memorandum / MoA
Non-Executive and Non-Executive and Independent Directors of our Company, unless
Independent Director otherwise specified.
Non-Executive Director Non-Executive Directors of our Company, unless otherwise specified.
Promoter and Promoter Individuals and entities forming part of the promoter and promoter group in
Group accordance with SEBI ICDR Regulations.
Promoter Group Unless the context requires otherwise, the individuals and entities forming
part of our promoter group in accordance with Regulation 2(1) (pp) of the
SEBI ICDR Regulations and which are disclosed by our Company to the
Stock Exchange from time to time.
Promoter/ Promoters Mr. Raj Kumar Modi, Ms. Rekha Modi, Mr. Prabhat Modi, and M/s. Raj
Kumar Modi HUF are the Promoters of our Company.
Promoter Group Persons and entities forming part of the promoter group of our Company as
determined in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations
and as disclosed by our Company in the filings made with the Stock
Exchange under the SEBI Listing Regulations. Company’s Promoter Group
comprises of:
1. Prabhat Management Services Private Limited; and
2. RRP Management Services Private Limited
Registered Office The Registered Office of our Company is located at B-10, VIP Colony, Civil
Lines, Rampur, Uttar Pradesh – 244901, India.
Registrar of Companies Registrar of Companies, Kanpur having its office at 37/17, Westcottt
/ RoC Buidling, The Mall, Kanpur-208001 Uttar Pradesh.
Rights Issue Committee The Rights Issue Committee of the Company comprising of Mahavir Prasad
Garg, Non-executive Independent Director; Prabhat Modi, Executive
Director; and Rekha Modi, Non-executive Non Independent Director.
Shareholders Persons holding Equity Shares of our Company, unless otherwise specified
in the context thereof.
Statutory Auditors The current statutory auditors of our Company, being M/s Pankaj Gupta &
Co., Chartered Accountants.
We, Our, or Us PMC Fincorp Limited, unless otherwise specified or unless the context is
otherwise.

3
Issue Related Terms

Term Description
Abridged Letter of Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with
Offer or ALOF respect to this Issue in accordance with the provisions of the SEBI ICDR
Regulations and the Companies Act, 2013.
Allot, Allotment or Allotment of Rights Equity Shares pursuant to this Issue.
Allotted
Allotment Accounts The accounts opened with the Bankers to this Issue, into which the
Application Money lying credit to the Escrow Account and amounts
blocked by the Application Supported by Blocked Amount in the ASBA
Account, with respect to successful Applicants, will be transferred on the
Transfer Date in accordance with Section 40(3) of the Companies Act,
2013.
Allotment Bank(s) which are clearing members and registered with SEBI as bankers
Account Banks to an issue and with whom the Allotment Accounts will be opened, in this
case being, IDBI Bank Limited.
Allotment Date The date on which the Allotment shall be made pursuant to this Issue.
Allottee(s) Person(s) who shall be allotted Rights Equity Shares pursuant to the
Allotment.
Applicant(s) Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to
or Investor(s) apply or make an application for the Rights Equity Shares pursuant to this
Issue in terms of this Letter of Offer.
Application Application made through (i) submission of the Application Form or plain
paper Application to the Designated Branch of the SCSBs or online/
electronic application through the website of the SCSBs (if made available
by such SCSBs) under the ASBA process, to subscribe to the Equity Shares
at the Issue Price.
Application Form Unless the context otherwise requires, an application form (including
online application form available for submission of application through the
website of the SCSBs (if made available by such SCSBs) under the ASBA
process) used by an Applicant to make an application for the Allotment of
Rights Equity Shares in this Issue.
Application Money Aggregate amount payable in respect of Rights Equity Shares applied for
in the Issue at the Issue Price.
Application Application used by an investor to make an application authorizing the
Supported by SCSB to block the Application Money in an ASBA account maintained
Blocked Amount or with the SCSB.
ASBA
ASBA Account Account maintained with the SCSB and specified in the Application Form
or the plain paper Application by the Applicant for blocking the amount
mentioned in the Application Form or the plain paper Application.
Basis of Allotment The basis on which the Rights Equity Shares will be Allotted to successful
Applicants in consultation with the Designated Stock Exchange under this
Issue, as described in “Terms of the Issue” on page 128 of this Letter of

4
Term Description
Offer.
Bankers to the Agreement dated September 06, 2024, entered into by and among our
Issue Agreement Company, the Registrar to the Issue, and the Bankers to the Issue for
collection of the Application Money from Applicants/Investors, transfer of
funds to the Allotment Account and where applicable, refunds of the
amounts collected from Applicants/Investors, on the terms and conditions
thereof.
Bankers to the Issue Collectively, the Escrow Collection Bank, the Allotment Account Banks
and the Refund Account Bank to the Issue.
Consolidated Certificate The certificate that would be issued for Rights Equity Shares Allotted to
each folio in case of Eligible Equity Shareholders who hold Equity Shares
in physical form.
Controlling Branches Such branches of the SCSBs which co-ordinate with the Registrar to the
or Controlling Issue and the Stock Exchange, a list of which is available on
Branches of the http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
SCSBs
Demographic Details Details of Investors including the Investor’s address, name of the Investor’s
father/ husband, investor status, occupation, and bank account details,
where applicable.
Designated Branches Such branches of the SCSBs which shall collect the Application Form or
the plain paper application, as the case may be, used by the ASBA Investors
and a list of which is available on
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
Designated Stock BSE Limited (BSE)
Exchange
Draft Letter of Offer / The Draft Letter of Offer dated September 16, 2024, filed with the
DLoF Designated Stock Exchange i.e. BSE for its observations and In-Principle
Approval.
Eligible Equity Equity Shareholders of our Company as on the Record Date, i.e., Friday,
Shareholders October 25, 2024.
Issue Issue of up to 17,80,20,400#, Rights Equity Shares of the face value of Re.
1/- each of our Company for cash at an issue price of Rs. 2.75/- per Rights
Equity Share (including a premium of Rs. 1.75 per Rights Equity Share)
aggregating up to Rs. 4,895.56/- Lakh(#) on a rights basis to the Eligible
Equity Shareholders of our Company in the ratio of 1 (One) Rights Equity
Share for every 3 (Three) Equity Shares held by the Eligible Equity
Shareholders of our Company on the Record Date i.e. Friday, October 25,
2024.
#Assuming full subscription.
Issue Closing Date Tuesday, November 19, 2024
Issue Opening Date Thursday, November 07, 2024
Issue Material Collectively, the Letter of Offer, Abridged Letter of Offer, Rights
Entitlement Letter, Application Form, including any notices, corrigendum
thereto and any other material relating to the Issue.

5
Term Description
Issue Period The period between the Issue Opening Date and the Issue Closing Date,
inclusive of both days, during which Applicants can submit their
applications, in accordance with the SEBI ICDR Regulations.
Issue Price Rs. 2.75/- (Rupees Two and Seventy Five Paisa Only) per Rights Equity
Share, including a Premium of Rs. 1.75/- per Rights Equity Share, payable
on Application.
Issue Proceeds / Gross Gross proceeds of this Issue.
Proceeds
Issue Size Amount aggregating to up to Rs. 4,895.56/- Lakh. (Assuming full
subscription)
Letter of Offer This Letter of Offer dated October 25, 2024, filed with the Designated
Stock Exchange (BSE), and with SEBI for purposes of record keeping after
incorporating the observations received from BSE on DLOF.
Net Proceeds Issue Proceeds less Issue related expenses. For details, see “Objects of the
Issue” on page 56.
On Market The renunciation of Rights Entitlements undertaken by the Investor by
Renunciation trading them over the secondary market platform of the Stock Exchange
through a registered stockbroker in accordance with the SEBI Rights Issue
Circulars and the circulars issued by the Stock Exchange, from time to time,
and other applicable laws, on or before Tuesday, November 12, 2024.
Off Market The renunciation of Rights Entitlements undertaken by the Investor by
Renunciati transferring them through off-market transfer through a depository
on participant in accordance with the SEBI Rights Issue Circulars and the
circulars issued by the Depositories, from time to time, and other applicable
laws.
Record Date Designated date for the purpose of determining the Equity Shareholders
eligible to apply for Rights Equity Shares, being Friday, October 25, 2024.
Registrar to the Issue or Skyline Financial Services Private Limited
Registrar
Registrar to the Indus Portfolio Private Limited
Company
Registrar Agreement Agreement dated August 05, 2024, entered into between our Company and
Skyline Financial Services Private Limited in relation to the responsibilities
and obligations of the Registrar to the Issue pertaining to this Issue.
Renouncee(s) Any person(s) who, not being the original recipient has/have acquired the
Rights Entitlement, in accordance with the SEBI ICDR Regulations read
with the SEBI Rights Issue Circulars.
Renunciation Period The period during which the Investors can renounce or transfer their Rights
Entitlements which shall commence from the Issue Opening Date. Such
period shall close on Tuesday, November 12, 2024, in case of On Market
Renunciation. Eligible Equity Shareholders are requested to ensure that
renunciation through off-market transfer is completed in such a manner
that the Rights Entitlements are credited to the demat account of the
Renouncee on or prior to the Issue Closing Date.

6
 Term Description
Rights Entitlements The right to apply for the Rights Equity Shares, being offered by way of
this Issue, by an Investor, in accordance with the SEBI ICDR Regulations
read with the SEBI Rights Issue Circulars, in this case being 1 (One) Rights
Equity Share for every 3 (Three) Equity Shares held by an Eligible Equity
Shareholder, on the Record Date, excluding any fractional entitlements.
Rights Letter including details of Rights Entitlements of the Eligible Equity
Entitlement Shareholders. The Rights Entitlements are also accessible on the website of
Letter our Company.
Rights Equity A holder of the Rights Equity Shares, from time to time.
Shareholder
Rights Equity Shares Equity shares of our Company having face value of Re. 1/- per share and to
be allotted pursuant to this Issue pursuant to receipt of Application Money.
SCSB(s) Self-certified syndicate banks registered with SEBI, which offers the
facility of ASBA. A list of all SCSBs is available at website of SEBI and/or
such other website(s) as may be prescribed by SEBI from time to time.
Stock Exchange The Stock Exchange where our Equity Shares are presently listed, being
BSE.
Transfer Date The date on which Application Money held in the Escrow Account and the
Application Money blocked in the ASBA Account will be transferred to the
Allotment Accounts in respect of successful Applications, upon finalization
of the Basis of Allotment, in consultation with the Designated Stock
Exchange.
Willful Defaulter or Company or person, as the case may be, categorized as a willful defaulter
Fraudulent Borrower or fraudulent borrower by any bank or financial institution (as defined
under the Companies Act, 2013) or consortium thereof, in terms of
Regulation 2(1)(lll) of SEBI ICDR Regulations and in accordance with the
guidelines on willful defaulters issued by RBI and includes any company
whose director or promoter is categorized as such.
Working Day(s) Working Days as defined under Regulation 2(1)(mmm) of the SEBI ICDR
Regulations.

Conventional terms or Abbreviations

Terms Descriptions
₹/ Rs. / Rupees or INR Indian Rupee.
AGM Annual General Meeting
Alternative Investment Funds, as defined and registered with SEBI under
AIF(s) the Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012.
Arbitration Act Arbitration and Conciliation Act, 1996.
AS / Accounting Accounting Standards issued by the Institute of Chartered Accountants of
Standards India as notified under the Companies (Accounts) Rules, 2014.
ASBA Circulars Collectively, SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated
December 30, 2009, SEBI circular CIR/CFD/DIL/1/2011 dated April 29,

7
Terms Descriptions
2011, the SEBI circular, bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020.
BSE BSE Limited.
CAA Citizenship (Amendment) Act, 2019.
CBLO Collateralized Borrowing and Lending Obligation.
CDSL Central Depository Services (India) Limited.
Central Government / Central Government of India.
Government of
India / GoI
CIN Corporate Identification Number.
Companies Act, 1956 Erstwhile Companies Act, 1956 along with the rules made thereunder.
Companies Act, 2013 / Companies Act, 2013 along with the rules made thereunder.
Companies Act
Depositories Act Depositories Act, 1996.
Depository A depository registered with SEBI under the Securities and Exchange Board
of India (Depositories and Participants) Regulations, 2018.
DIN Director Identification Number.
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India.
DP / Depository Depository Participant as defined under the Depositories Act.
Participant
DP ID Depository Participant Identification.
DPIT Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry, Government of India, earlier known as Department
of Industrial Policy and Promotion.
EBITDA Profit for the year before finance costs, tax, depreciation, amortization and
depletion expenses, exceptional items and other income as presented in the
statement of profit and loss in the Financial Statements.
EGM Extraordinary General Meeting.
EPS Earnings per share.
ETF Exchange Traded Fund.
FCNR Account Foreign Currency Non-Resident Account.
FDI Foreign Direct Investment.
FDI Policy The consolidated foreign direct investment policy notified by the DIPP (now
DPIT) vide circular no. D/o IPP F. No. 5(1)/2017- FC-1 dated August 28,
2017 effective from August 28, 2017.
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations
thereunder.
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
Financial Year / FY Period of 12 months ended March 31 of that particular year.
/Fiscal
Foreign Portfolio Foreign portfolio investors as defined under the SEBI FPI Regulations,
Investors /FPIs registered with SEBI under applicable laws in India.
Fugitive Economic An individual who is declared a fugitive economic offender under Section
8
Terms Descriptions
Offender 12 of the Fugitive Economic Offenders Act, 2018.
PFUTP Regulations Securities and Exchange Board of India (Prohibition of Fraudulent and
Unfair Trade Practices relating to Securities Markets) Regulations, 2003.
FVCIs Foreign Venture Capital Investors as defined in and registered with the
SEBI, under the SEBI FVCI Regulations.
GDP Gross Domestic Product.
Government Central Government and/or the State Government, as applicable.
GST Goods and Services Tax.
HUF Hindu Undivided Family.
IEPF Investor Education and Protection Fund
IFRS International Financial Reporting Standards.
Income-tax Act Income-tax Act, 1961.
Ind AS Indian Accounting Standards specified under Section 133 of the Companies
Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015,
as amended.
India Republic of India.
Indian GAAP Generally Accepted Accounting Principles followed in India.
IPC Indian Penal Code, 1860.
ISIN International Securities Identification Number.
Listing Agreement Equity listing agreements entered into between our Company and the Stock
Exchange.
MCA The Ministry of Corporate Affairs, Government of India.
Mutual Fund Mutual fund registered with SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996.
N.A. / N/A Not applicable.
NACH National Automated Clearing House.
NEFT National Electronic Fund Transfer.
NR / NRs Non-resident(s) or person(s) resident outside India, as defined under the
FEMA.
NRE Account Non-resident external account.
NRI A person resident outside India, who is a citizen of India and shall have the
same meaning as ascribed to such term in the Foreign Exchange
Management (Deposit) Regulations, 2016.
NRO Account Non-resident ordinary account.
NSDL National Securities Depository Limited.
OCB / Overseas A company, partnership, society, or other corporate body owned directly or
Corporate Body indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003, and
immediately before such date had taken benefits under the general
permission granted to OCBs under FEMA.
p.a. Per annum.
P/E Ratio Price/Earnings Ratio.
PAN Permanent Account Number.
9
Terms Descriptions
PBT Profit Before Tax.
PAT Profit After Tax.
RBI Reserve Bank of India.
REPO Repurchase Agreement.
RONW Return on Net Worth.
RTGS Real-Time Gross Settlement.
SAT Securities Appellate Tribunal.
SCN Show Cause Notice.
SCRA Securities Contracts (Regulation) Act, 1956.
SCRR Securities Contracts (Regulation) Rules, 1957.
SEBI Securities and Exchange Board of India.
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012.
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019.
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000.
SEBI ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure
Regulations Requirements) Regulations, 2018.
SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations Requirements) Regulations, 2015.
SEBI Rights Collectively, the SEBI circular, bearing reference number
Issue Circulars SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, bearing
reference number SEBI/HO/CFD/CIR/CFD/DIL/67/2020 dated April 21,
2020, SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, SEBI circular
bearing reference number SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July
24, 2020, SEBI circular SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated January
19, 2021, and SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2021/552 dated April 22, 2021 and the SEBI
Circular SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022 any
other circular issued by SEBI in this regard and any subsequent circulars or
notifications issued by SEBI in this regard.
SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares
Regulations and Takeovers) Regulations, 2011.
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds)
Regulations, 1996.
SFIO Serious Fraud Investigation Office
SMS Short Message Service.
State Government Government of a state of India.
Trademarks Act Trademarks Act, 1999.
TDS Tax Deducted at Source.
U. K. United Kingdom.

10
 Terms Descriptions
U.S. / USA / United United States of America, including the territories or possessions thereof.
States
VAT Value Added Tax.
VCFs Venture Capital Funds, as defined in and registered with the SEBI under the
SEBI VCF Regulations or the SEBI AIF Regulations, as the case may be.
w.e.f. With effect from.
Year/Calendar Year Unless context otherwise requires, shall refer to the twelve-month period
ending December 31 of a particular year.
The words and expressions used but not defined in this Letter of Offer will have the same meaning as
assigned to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the
Depositories Act and the rules and regulations made thereunder.

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11
 NOTICE TO INVESTORS

The distribution of this Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights
Entitlement Letter, any other offering material, and the issue of Rights Entitlements and the Rights
Securities on a rights basis to persons in certain jurisdictions outside India is restricted by legal
requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer, the
Abridged Letter of Offer, the Application Form, or the Rights Entitlement Letter may come, are required
to inform themselves about and observe such restrictions.

Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch
the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter, and other Issue
material only to email addresses of Eligible Equity Shareholders who have provided an Indian address to
our Company or who are located in jurisdictions where the offer and sale of the Rights Securities is
permitted under laws of such jurisdictions. Further, this Letter of Offer will be provided, only through
email, by the Registrar on behalf of our Company to the Eligible Equity Shareholders who have provided
their Indian addresses to our Company or who are located in jurisdictions where the offer and sale of the
Rights Securities is permitted under laws of such jurisdictions and in each case who make a request in
this regard. Investors can also access this Letter of Offer, the Abridged Letter of Offer, and the
Application Form from the websites of the Registrar, our Company, and the Stock Exchange.

No action has been or will be taken to permit this Issue in any jurisdiction where action would be required
for that purpose, except that this Letter of Offer was filed with the Stock Exchange. Accordingly, the
Rights Entitlements and the Rights Securities may not be offered or sold, directly or indirectly, and this
Letter of Offer, the Abridged Letter of Offer, the Application Form and the Rights Entitlement Letter and
any other offering materials or advertisements in connection with this Issue may not be distributed, in
whole or in part, in or into any jurisdiction, except in accordance with the legal requirements applicable
in such jurisdiction.

This Letter of Offer, the Abridged Letter of Offer, the Application Form, or the Rights Entitlement Letter
may not be used for the purpose of, and do not constitute, an offer, invitation to, or solicitation by anyone
in any jurisdiction or in any circumstances in which such an offer, invitation or solicitation is unlawful
or not authorized or to any person to whom it is unlawful to make such an offer, invitation or solicitation.
In those circumstances, this Letter of Offer, the Abridged Letter of Offer, the Application Form, or the
Rights Entitlement Letter must be treated as sent for information only and should not be acted upon for
subscription to Rights Securities and should not be copied or redistributed. Accordingly, persons
receiving a copy of this Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights
Entitlement Letter should not, in connection with the issue of the Rights Securities or the Rights
Entitlements, distribute or send this Letter of Offer, the Abridged Letter of Offer, the Application Form
or the Rights Entitlement Letter in or into any jurisdiction where to do so would or might contravene
local securities laws or regulations or would subject the Company or its affiliates to any filing or
registration requirement (other than in India). If this Letter of Offer, the Abridged Letter of Offer, the
Application Form, or Rights Entitlement Letter is received by any person in any such jurisdiction, or by
their agent or nominee, they must not seek to subscribe to the Rights Securities or the Rights Entitlements
referred to this Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights
Entitlement Letter. The Company is not making any representation to any person regarding the legality
of an investment in the Rights Entitlements or the Rights Securities by such person under any investment
12
or any other laws or regulations. No information in this Letter of Offer should be considered to be
business, financial, legal, tax, or investment advice.

Any person who makes an application to acquire Rights Entitlements and the Rights Securities offered
in this Issue will be deemed to have declared, represented, warranted, and agreed that such person is
authorized to acquire the Rights Entitlements and the Rights Securities in accordance with the legal
requirements applicable in such person’s jurisdiction and India, without requirement for our Company
or our affiliates to make any filing or registration (other than in India). In addition, each purchaser of
Rights Entitlements and the Rights Securities will be deemed to make the representations, warranties,
acknowledgments, and agreements set forth in “Other Regulatory and Statutory Disclosures” on page
124.

Neither the delivery of this Letter of Offer nor any sale of Rights Securities hereunder, shall, under any
circumstances, create any implication that there has been no change in our Company’s affairs from the
date hereof or the date of such information or that the information contained herein is correct as at any
time subsequent to the date of this Letter of Offer or the date of such information. Investors may be
subject to adverse foreign, state, or local tax or legal consequences as a result of buying or selling of
Rights Securities or Rights Entitlements. As a result, each investor should consult its own counsel,
business advisor, and tax advisor as to the legal, business, tax, and related matters concerning the offer
of the Rights Securities or Rights Entitlements. In addition, neither our Company nor any of its affiliates
are making any representation to any offeree or purchaser of the Rights Securities regarding the legality
of an investment in the Rights Securities by such offeree or purchaser under any applicable laws or
regulations.

The above information is given for the benefit of the Applicants / Investors. Our Company is not liable
for any amendments or modifications or changes in applicable laws or regulations, which may occur after
the date of this Letter of Offer. Investors are advised to make their independent investigations and ensure
that the number of Equity Shares applied for does not exceed the applicable limits under laws or
regulations.

THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM
OUR COMPANY OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE
REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSON.

NO OFFER IN THE UNITED STATES

The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the
United States Securities Act, 1933, as amended (“Securities Act”), or any U.S. state securities laws and
may not be offered, sold, resold or otherwise transferred within the United States of America or the
territories or possessions thereof (“United States” or “U.S.”) or to, or for the account or benefit of, “U.S.
persons” (as defined in Regulation S under the Securities Act (“Regulation S”), except in a transaction
exempt from the registration requirements of the Securities Act. The Rights Entitlements and Rights
Equity Shares referred to in this Letter of Offer are being offered in India and in jurisdictions where such
offer and sale of the Rights Equity Shares and/ Or Rights Entitlements are permitted under laws of such
jurisdictions, but not in the United States. The offering to which this Letter of Offer and Abridged Letter
of Offer relates is not, and under no circumstances is to be construed as, an offering of any securities or
13
rights for sale in the United States or as a solicitation therein of an offer to buy any of the said securities
or rights.

Accordingly, this Letter of Offer / Abridged Letter of Offer, Entitlement Letter, and Application Form
should not be forwarded to or transmitted in or into the United States at any time.

Neither our Company nor any person acting on behalf of our Company will accept subscriptions or
renunciation from any person, or the agent of any person, who appears to be, or who our Company or
any person acting on behalf of our Company has reason to believe, is in the United States when the buy
order is made. No payments for subscribing for the Rights Equity Shares shall be made from US bank
accounts and all persons subscribing for the Rights Equity Shares and wishing to hold such Rights Equity
Shares in registered form must provide an address for registration of the Rights Equity Shares in India.

We, the Registrar or any other person acting on behalf of us, reserve the right to treat as invalid any
Application Form which: (i) does not include the certification set out in the Application Form to the effect
that the subscriber does not have a registered address (and is not otherwise located) in the United States
and is authorized to acquire the Rights Entitlements and the Rights Equity Shares in compliance with all
applicable laws and regulations; (ii) appears to us or its agents to have been executed in, electronically
transmitted from or dispatched from the United States; (iii) where a registered Indian address is not
provided; or (iv) where we believe that Application Form is incomplete or acceptance of such Application
Form may infringe applicable legal or regulatory requirements, and we shall not be bound to allot or issue
any Rights Equity Shares in respect of any such Application Form. Rights Entitlements may not be
transferred or sold to any person in the United States.

ENFORCEMENT OF CIVIL LIABILITIES

The Company is a Public Limited (Listed) Company under the laws of India and all the Directors, and
all Executive Officers are residents of India. It may not be possible or may be difficult for investors to
affect the service of process upon the Company or these other persons outside India or to enforce against
them in courts in India, judgments obtained in courts outside India. India is not a party to any international
treaty in relation to the automatic recognition or enforcement of foreign judgments.

However, recognition and enforcement of foreign judgments is provided for under Sections 13, 14, and
44A of the Code of Civil Procedure, 1908, as amended (the “Civil Procedure Code”). Section 44A of the
Civil Procedure Code provides that where a certified copy of a decree of any superior court (within the
meaning of that section) in any country or territory outside India which the Government of India has by
notification declared to be a reciprocating territory, is filed before a district court in India, such decree
may be executed in India as if the decree has been rendered by a district court in India. Section 44A of
the Civil Procedure Code is applicable only to monetary decrees or judgments not being in the nature of
amounts payable in respect of taxes or other charges of a similar nature or in respect of fines or other
penalties. Section 44A of the Civil Procedure Code does not apply to arbitration awards even if such
awards are enforceable as a decree or judgment. Among others, the United Kingdom, Singapore, Hong
Kong, and the United Arab Emirates have been declared by the Government of India to be reciprocating
territories within the meaning of Section 44A of the Civil Procedure Code.

14
The United States has not been declared by the Government of India to be a reciprocating territory for
the purposes of Section 44A of the Civil Procedure Code. Under Section 14 of the Civil Procedure Code,
an Indian court shall, on the production of any document purporting to be a certified copy of a foreign
judgment, presume that the judgment was pronounced by a court of competent jurisdiction unless the
contrary appears on the record; but such presumption may be displaced by proving want of jurisdiction.

A judgment of a court in any non-reciprocating territory, such as the United States, may be enforced in
India only by a suit upon the judgment subject to Section 13 of the Civil Procedure Code, and not by
proceedings in execution. Section 13 of the Civil Procedure Code, which is the statutory basis for the
recognition of foreign judgments (other than arbitration awards), states that a foreign judgment shall be
conclusive as to any matter directly adjudicated upon between the same parties or between parties under
whom they or any of them claim litigating under the same title except where:

• The judgment has not been pronounced by a court of competent jurisdiction.

• The judgment has not been given on the merits of the case.
• The judgment appears on the face of the proceedings to be founded on an incorrect view of
international law or a refusal to recognize the law of India in cases where such law is applicable.
• The proceedings in which the judgment was obtained are opposed to natural justice.
• The judgment has been obtained by fraud; and/or
• The judgment sustains a claim founded on a breach of any law in force in India.

A suit to enforce a foreign judgment must be brought in India within three years from the date of the
judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that
a court in India would award damages on the same basis as a foreign court if an action is brought in India.
In addition, it is unlikely that an Indian court would enforce foreign judgments if it considered the amount
of damages awarded as excessive or inconsistent with public policy or if the judgments are in breach of
or contrary to Indian law. A party seeking to enforce a foreign judgment in India is required to obtain
prior approval from the Reserve Bank of India to repatriate any amount recovered pursuant to the
execution of such judgment. Any judgment in a foreign currency would be converted into Rupees on the
date of such judgment and not on the date of payment and any such amount may be subject to income
tax in accordance with applicable laws. The Company cannot predict whether a suit brought in an Indian
court will be disposed of in a timely manner or be subject to considerable delays.

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15
 PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION

Certain Conventions

Unless otherwise specified or the context otherwise requires, all references in this Letter of Offer to (i)
the ‘US’ or ‘U.S.’ or the ‘United States’ are to the United States of America and its territories and
possessions; (ii) ‘India’ are to the Republic of India and its territories and possessions; and the
‘Government’ or ‘GoI’ or the ‘Central Government’ or the ‘State Government’ are to the Government of
India, Central or State, as applicable.

In this Letter of Offer, references to the singular also refer to the plural and one gender also refers to any
other gender, where applicable.

Financial Data

Unless stated otherwise or unless the context requires otherwise, the financial data in this Letter of Offer
is derived from the Audited Financial Statements of the Company. For details, see “Financial
Statements” on page 103.

We have prepared our Financial Statements in accordance with Indian Accounting Standards specified
under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards)
Rules, 2015, as amended. Our Company publishes its financial statements in Indian Rupees. Any reliance
by persons not familiar with Indian accounting practices on the financial disclosures presented in this
Letter of Offer should accordingly be limited.

Our Fiscal commences on April 1 of each year and ends on March 31 of the succeeding year, so all
references to a particular “Fiscal Year”, “Fiscal”, “Financial Year” or “FY” are to the 12 months period
ended on March 31 of that year.

In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed
are due to rounding off, and unless otherwise specified, all financial numbers in parenthesis represent
negative figures. Unless stated otherwise, throughout this Letter of Offer, all figures have been expressed
in lakhs.

Market and Industry Data

Unless stated otherwise, market and industry data used in this Letter of Offer has been obtained or derived
from publicly available information, industry publications, and sources. Industry publications generally
state that the information that they contain has been obtained from sources believed to be reliable but that
the accuracy, adequacy, completeness, reliability, or underlying assumptions are not guaranteed.
Similarly, industry forecasts and market research and industry and market data used in this Letter of
Offer, while believed to be reliable, have not been independently verified by our Company or its
respective affiliates and neither our Company nor its respective affiliates make any representation as to
the accuracy of that information. Accordingly, investors should not place undue reliance on this
information.

16
Non-GAAP measures

Certain non-GAAP financial measures and certain other statistical information relating to our operations
and financial performance like net worth, return on net worth, net asset value per equity share, ratio of
non-current borrowings (including current maturities) / total equity, ratio of total borrowings/ total equity
and Earnings before interest, tax, depreciation and amortization (“EBITDA”) have been included in this
Letter of Offer. These may not be computed on the basis of any standard methodology that is applicable
across the industry and therefore may not be comparable to financial measures and statistical information
of similar nomenclature that may be computed and presented by other companies and are not measures
of operating performance or liquidity defined by Indian GAAP.

Currency of Presentation

In this Letter of Offer, references to “Rupees” or “Rs.” or “INR” are to Indian Rupees, the official
currency of the Republic of India. All references to “$”, “US$”, “USD”, “U.S. $” or “U.S. Dollars” are
to United States Dollars, the official currency of the United States of America.

All references to ‘million’ / ‘Million’ / ‘Mn’ refer to one million, which is equivalent to ‘ten lacs’ or ‘ten
lakhs’, the word ‘Lacs / Lakhs / Lac’ means ‘one hundred thousand’, and ‘Crore’ means ‘ten million and
‘billion / bn./ Billions’ means ‘one hundred crores.

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17
 FORWARD LOOKING STATEMENTS

Certain statements contained in this Letter of Offer that are not statements of historical fact constitute
‘forward-looking Statements’. Investors can generally identify forward-looking statements by
terminology including ‘anticipate’, ‘believe’, ‘continue’, ‘can’, ‘could’, ‘estimate’, ‘expect’, ‘intend’,
‘may’, ‘objective’, ‘plan’, ‘potential’, ‘project’, ‘pursue’, ‘shall’, ‘should’, ‘will’, ‘would’, ‘future’,
‘forecast’, ‘target’ or other words or phrases of similar import. Similarly, statements that describe our
objectives, plans, or goals are also forward-looking statements. However, these are not the exclusive
means of identifying forward-looking statements. All statements regarding our Company’s expected
financial conditions, results of operations, business plans, and prospects are forward-looking statements.
These forward-looking statements may include planned projects, revenue and profitability (including,
without limitation, any financial or operating projections or forecasts), and other matters discussed in this
Letter of Offer that are not historical facts.

These forward-looking statements contained in this Letter of Offer (whether made by our Company or
any third party), are predictions and involve known and unknown risks, uncertainties, assumptions, and
other factors that may cause the actual results, performance, or achievements of our Company to be
materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements or other projections. All forward-looking statements are subject to risks,
uncertainties, and assumptions about our Company that could cause actual results to differ materially
from those contemplated by the relevant forward-looking statement. Important factors that could cause
our actual results, performances, and achievements to differ materially from any of the forward-looking
statements include, among others:

• Our ability to successfully implement our growth strategy and expansion plans, and to
successfully launch and implement various business plans;
• Any adverse outcome in the legal proceedings in which the Company is involved;
• Increasing competition in or other factors affecting the industry segments in which our Company
operates;
• Changes in laws and regulations relating to the industries in which we operate;
• Fluctuations in operating costs and impact on the financial results;
• Our ability to attract and retain qualified personnel;
• Changes in political and social conditions in India or in other countries that we may enter, the
monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated
turbulence in interest rates, equity prices, or other rates or prices; and
• General economic and business conditions in the markets in which we operate and in the local,
regional, national, and international economies.

Additional factors that could cause actual results, performance, or achievements to differ materially
include, but are not limited to, those discussed in the section “Risk Factors” on page 23.

By their nature, market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual future gains, losses, or impact on net interest income and
net income could materially differ from those that have been estimated, expressed, or implied by such
forward-looking statements or other projections. The forward-looking statements contained in this Letter
of Offer are based on the beliefs of management, as well as the assumptions made by, and information
18
currently available to, the management of our Company. Although our Company believes that the
expectations reflected in such forward-looking statements are reasonable at this time, it cannot assure
investors that such expectations will prove to be correct. Given these uncertainties, Investors are
cautioned not to place undue reliance on such forward-looking statements. In any event, these statements
speak only as of the date of this Letter of Offer or the respective dates indicated in this Letter of Offer
and our Company has not undertaken any obligation to update or revise any of them, whether as a result
of new information, future events, changes in assumptions or changes in factors affecting these forward-
looking statements or otherwise. If any of these risks and uncertainties materialize, or if any of our
Company’s underlying assumptions prove to be incorrect, the actual results of operations or financial
condition of our Company could differ materially from that described herein as anticipated, believed,
estimated, or expected. All subsequent forward-looking statements attributable to our Company are
expressly qualified in their entirety by reference to these cautionary statements.

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19
 SUMMARY OF LETTER OF OFFER

The following is a general summary of certain disclosures included in this Letter of Offer and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Letter of Offer or all
details relevant to prospective investors. This summary should be read in conjunction with, and is
qualified in its entirety by, the more detailed information appearing elsewhere in this Letter of Offer,
including the chapters, “Objects of the Issue”, “Outstanding Litigation and Other Defaults” and “Risk
Factors” on pages 56, 114, and 23 respectively.

Summary of our Business

Our Company is a Non-Systematically important Non-Deposit taking Company categorized as

Investment and Credit Company i.e. ICC registered with the RBI. Our Company is primarily engaged in
the business of trading in shares, financing (Corporate and Personal Finance), and investing in the
securities of Listed and Unlisted Companies. For further details, please refer to the chapter titled “Our
Business Overview” on page 92 of this Letter of Offer.

Our Promoters

The Promoters of our Company are Mr. Raj Kumar Modi, Ms. Rekha Modi, Mr. Prabhat Modi and M/s.
Raj Kumar Modi HUF.

Objects of the Issue

The proposed utilization of the Net Proceeds is set forth in the table below:
(₹ in lakhs)
S. No. Particulars Amount (In ₹
Lakhs)
1. To augment our capital base and provide for our fund requirements 4,765.56
for increasing our operational scale with respect to our NBFC
activities.
2. General Corporate Purposes* 100.00
Total Net Proceeds* 4,865.56
(*) Assuming full subscription in this Issue and subject to finalization of the Basis of Allotment. The
amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds. For further
details, please see the chapter titled “Objects of the Issue” on page 56 of this Letter of Offer.

Intention and extent of participation by the Promoter and Promoter Group

Our Promoter and Promoter Group vide their letters dated July 29, 2024 (the “Subscription Letters”)
have informed the Company that they will (i) subscribe and apply in the proposed rights issue to the full
extent of their Rights Entitlement or renounce their rights entitlement only to the extent of renunciation
within the Promoter & Promoter Group; (ii) Subscribe to Rights Entitlements, if any, which are
renounced in their favor by any other member(s) of the Promoter & Promoter Group; and (iii) Subscribe
to additional Rights Equity Shares in the Issue to the extent of the Issue Size, subject to compliance with

20
the minimum public shareholding requirement as prescribed under the Securities Contracts (Regulation)
Rules, 1957 in the event of any under- subscription.

The acquisition of Rights Equity Shares by our Promoter and Promoter Group, over and above their
Rights Entitlements, as applicable, or subscription to the unsubscribed portion of this Issue, shall not
result in a change of control of the management of our Company. Our Company is in compliance with
Regulation 38 of the SEBI Listing Regulations and will continue to comply with the minimum public
shareholding requirements under applicable law, pursuant to this Issue.

Summary of Financial Information

The details of Financial Information for the quarter ended at June 30, 2024 and for the Financial Year
ended on March 31, 2024, March 31, 2023 and March 31, 2022 are as follows:
(₹ in lakhs)
S. Particulars Quarter Year Ended
No. Ended
June 30, 2024 March 31, March 31, March 31,
2024 2023 2022
1. Equity Share capital 5,340.61 5,340.61 5,340.61 5,090.61
2. Net Worth 12,104.04 11,517.83 10,336.96 9,112.61
3. Revenue 804.98 1,566.34 849.73 738.19
4. Profit after tax 586.21 1,134.68 (636.39) 181.26
5. Earnings per share 0.11 0.21 (0.12) 0.04
(Basic)
6. Earnings per share 0.11 0.21 (0.12) 0.04
(Diluted)
7. Net Asset Value per 2.27 2.16 1.93 1.79
equity share
8. Total borrowings (as per 976 1,854.96 2,746.76 2,460.18
balance sheet)

Summary of Outstanding Litigation

A summary of pending legal proceedings and other material litigations involving our Company is
provided below:

Name By/Agains Civil Criminal Tax Actions Amount

t Proceeding Proceeding Proceeding by Involve
s s s regulator d
y (₹
authoritie Lakhs)
s
Company By - - 7 - 2,621.98
Against - - 7 1 2,631.98
Promoter & By - - 16 - 2,969.91

21
 Promoter Group Against - 1 16 1 3,399.91
Group By 1 - 11 - 3,225.72
Companies/Entitie Against - 1 11 - 3,225.72
s
Directors’ other By - - - - NIL
than promoters Against - - - - NIL

For further details, please refer to the chapter titled “Outstanding Litigations & Material Development”
beginning on page 114 of this Letter of Offer.

Risk Factors

Kindly refer to chapter titled “Risk Factors” beginning on page 23 of this Letter of Offer.

Summary of Contingent Liabilities

For details of Contingent Liabilities, please see the chapter titled “Financial Information” beginning on
page 103 of this Letter of Offer.

Summary of Related Party Transactions

For details regarding Related Party Transactions, please see the chapter titled “Financial Information”
beginning on page 103 of this Letter of Offer.

Issue of equity shares made in last one year for consideration other than cash.

Our company has not issued equity shares for consideration other than cash in last one year, immediately
preceding the date of this Letter of Offer.

Split or consolidation of Equity Shares in the last one year.

Our company has not undertaken split or consolidation of Equity Shares in last one year, immediately
preceding the date of this Letter of Offer.

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22
 SECTION II: RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Letter of Offer, including the risks and uncertainties summarized below, before
making an investment in our Equity Shares. In making an investment decision, prospective investors must
rely on their examination and the terms of the issue including the merits and risks involved. The risks
described below are not the only risks relevant to us, or Equity Shares, the industry, or the segment in
which we operate. Additional risks & uncertainties, not presently known to us or that we currently deem
immaterial may arise or may become material in the future and may also impair our business, results of
operations, and financial condition.

To obtain a complete understanding of our Company, you should read this section in conjunction with
the chapters titled “Our Business Overview” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” beginning on page numbers 92 and 106, respectively, of the Letter
of Offer as well as the other financial and statistical information contained in the Letter of Offer.

If any one or more of the following risks as well as other risks and uncertainties discussed in the Letter
of Offer were to occur, our business, financial condition, and results of our operation could suffer
material adverse effects and could cause the trading price of our Equity Shares and the value of
investment in the Equity Shares to materially decline which could result in the loss of all or part of
investment. Prospective investors should pay particular attention to the fact that our Company is
incorporated under the laws of India and is, therefore, subject to a legal and regulatory environment that
may differ in certain respects from that of other countries.

The Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these forward-looking statements as a
result of many factors, including the considerations described below and elsewhere in the Letter of Offer.
These risks are not the only ones that our Company face. Our business operations could also be affected
by additional factors that are not presently known to us or that we currently consider to be immaterial
to our operations. Unless specified or quantified in the relevant risk factors below, we are not in a
position to quantify the financial or other implications of any risks mentioned herein.

Materiality

The Risk factors have been determined on the basis of their materiality, which has been decided based
on the following factors:

1. Some events may not be material individually but may be material when considered collectively.
2. Some events may have an impact which is qualitative though not quantitative.
3. Some events may not be material at present but may have a material impact in the future.

23
 Classification of Risk Factors

INTERNAL RISKS

1. Sustained negative cash flow could adversely impact our business growth, financial condition,
and results of operations.

The cash flow of a Company is a key indicator to show the extent of cash generated from operations
to meet its capital expenditure, repay loans, and make new investments without raising finance
from external sources. If we are not able to generate sufficient cash flow, it may adversely affect
our business and financial operations. For further details please refer to the section titled “Financial
Statements” and the chapter titled “Management's Discussion and Analysis of Financial
Conditions and Results of Operations” beginning on page no. 103 and page no. 106 respectively,
of this Letter of Offer.

2. There are certain legal proceedings involving our Company, Directors, and Promoters. Any
adverse decision/outcome in such proceedings may adversely impact our reputation, financial
condition, business, results of operations, and cash flows.

Our Company, Directors, and Promoters are involved in certain legal proceedings. These legal
proceedings are pending at different levels of adjudication before various levels with concerned
judicial bodies. The summary of outstanding litigation as on date in relation to criminal matters,
tax matters, and actions by regulatory/ statutory authorities against our Company, Directors, and
Promoter, as applicable, have been set out under “Outstanding Litigation and Defaults” on page
114.

A summary of material outstanding legal proceedings as on the date of this Letter of Offer,
including the aggregate approximate amount involved to the extent ascertainable, is set out below:

24
 Name By/Again Civil Criminal Tax Actions by Amount
st Proceed Proceedin Proceeding regulatory Involved
ings gs s authorities (Rs.
Lakhs)
Company By - - 7 - 2,621.98
Against - - 7 1 2,631.98
Promoter By - - 16 - 2,969.91
Against - 1 16 1 3,399.91
Group By 1 - 11 - 3,225.72
Companies/Entit Against - 1 11 - 3,225.72
ies
Directors’ other By - - - - NIL
than promoters Against - - - - NIL

Adverse decisions in any of the aforesaid outstanding legal proceedings may have a material adverse
effect on our business, financial condition, cash flows and results of operations. If the courts or
tribunals rule against our Company, we may face monetary and/or reputational losses and may have
to make provisions in our financial statements, which could increase our expenses and our liabilities.

For further details, please see the chapter titled "Outstanding Litigation and Material
Developments" on page no. 114 of this Letter of Offer.

3. There are criminal proceedings against our promoter and Group Companies which, if
materialized may have adverse effect on the Company.

The promoter of the Company Mr. Raj Kumar Modi and the group companies i.e. Amarendra
Financial Private Limited and Dinkar Commercial Private Limited were named as accused in the
Adarsh Scam Matter. Mr. Modi was summoned under Section 447 of the Companies Act, 2013 and
Sections 418, 420 of the Indian Penal Code (IPC) read with Section 120-B of the IPC. He has been
granted interim bail until further directions from the Hon’ble Supreme Court of India in the matter
vide order dated August 16, 2021. The matter is pending in trial court and the Hon’ble Supreme
Court of India.

There can be no assurance that this litigation will be decided in favor of our Promoter or Group
Companies, and such proceedings may divert management time and attention and consume
financial resources in their defence or prosecution. An adverse outcome in any of these proceedings
may affect our reputation, standing and future business, and could have an adverse effect on our
business, prospects, financial condition, results of operations and cash flows.

4. The shareholding of Promoter & Promoter Group in the Company is only 20.03%.

The Company’s Promoter & Promoter Group currently hold only 20.03% of the shareholding in
the Company. This relatively small level of promoter ownership poses a potential risk regarding
the passing of resolutions within the Company. If at any point of time, any single shareholder or
group of shareholders acquire a stake exceeding 20.03%, their increased influence could
significantly affect the outcome of shareholder votes and resolutions.

25
 Specifically, if a shareholder accumulates more than 20.03% of the Company’s shares, they could
potentially gain substantial voting power, which might impact the ability of the current promoters
to drive resolutions in alignment with their interests or strategic plans. This shift in voting dynamics
could lead to challenges in executing the Company’s initiatives or affect the governance structure,
depending on the nature and scale of the acquired stake.

5. We, as an NBFC, have to adhere to several regulatory norms prescribed by RBI from time to
time. Any non-compliance with such norms or any adverse change in the norms could negatively
affect our Company’s operations, business, financial condition, and the trading price of Equity
Shares.

NBFCs in India are subject to strict regulation and supervision by the RBI. We require certain
approvals, licenses, registrations, and permissions for operating our business. Such approvals,
licenses, registrations, and permissions must be maintained/renewed over time, and we may have
to comply with certain conditions in relation to these approvals. Moreover, the applicable
requirements may change over time. We are required to obtain and maintain a license for carrying
on business as an NBFC. If we fail to obtain or retain any of these approvals or licenses, or renewals
thereof, in a timely manner, or at all, our business may be adversely affected. RBI has the authority
to change these norms/ criteria as and when required. The inability to meet the prescribed norms/
criteria can adversely affect the operations and profitability of our Company.

6. As an NBFC, we face the risk of default and non-payment by borrowers and other counterparties.
Any such defaults and non-payments would result in write-offs and/or provisions in our financial
statements which may materially and adversely affect our profitability and asset quality.

Any lending or investment activity is exposed to credit risk arising from the risk of default and non-
payment by borrowers and other counterparties. Our loan book stood at Rs. 11,088.45 Lakh and
Rs. 11,566.59 Lakh for the FY 2023-24 and FY 2022-23 respectively comprising of short term and
long term loan to a few corporate and non-corporate clients. Our Company has granted Unsecured
Loans. Further, in relation to the unsecured loans, our ability to realize the amounts due to us for
such loans would be restricted to initiating legal proceedings for recovery, as we will not have the
benefit of enforcing any security interest related to such loans. There can be no guarantee as to the
time that would be taken for the final disposal of such legal proceedings and/or our ability to obtain
favorable decisions in connection therewith. Our inability to recover the amounts due from
customers in connection with such loans in a timely manner or at all and/or to comply with
applicable statutory/regulatory requirements in connection with such loans could adversely affect
our operations and profitability.

However, the size of our loan portfolio is expected to grow as a result of our expansion strategy.
This will expose us to an increasing risk of defaults as our portfolio expands. The borrowers and/or
guarantors and/or third parties may default on their repayment obligations due to various reasons
including insolvency, a lack of liquidity, and operational failure.

26
 7. We are a listed company and are required to comply with rules and regulations imposed by the
Stock Exchange and SEBI with respect to continuous listing and the Companies Act. Any failure
to comply with such rules and regulations or any wrong disclosure made to the Stock Exchange,
or any statutory authority could result in penalties being imposed on us, which may adversely
affect our business and operations.

As a listed company, we are required to comply with certain conditions for continuous listing under
the SEBI Listing Regulations and other rules and regulations imposed by SEBI, which require us
to make certain periodic disclosures, including disclosures about any material events or occurrences
with respect to our Company, disclosure of our financial statements and disclosure of our updated
shareholding pattern. Any failure to comply with these continuous disclosure requirements or any
wrongful disclosure made by us to the Stock Exchange, or any other statutory authority may lead
to penalties being imposed on us.

There have been, on a few occasions, inadvertent non-compliances done by our Company as
required under the provisions of SEBI LODR 2015. We believe, we are in compliance with rules
and regulations imposed by the BSE and SEBI with respect to continuous listing, any failure to
comply with such rules and regulations or any wrong disclosure/ Non-filing to the BSE or any
statutory authority could result in penalties being imposed on us, which may adversely affect our
business and operations.

For Instance, there was non-compliance with the Corporate Governance requirements in terms of
the provisions of Regulation 17(1)(c) of SEBI (LODR), Regulations 2015 for the quarter ended
September 30, 2021 and up to November 23, 2021 (SEBI/HO/CFD/CMD/CIR/P/2020/12 dated
January 22, 2020). In this regard, BSE has issued two notice(s) and imposed fine of Rs. 4,60,000/-
plus GST for the period ended September 30, 2021 and Rs, 2,70,000/-plus GST for the quarter
ended December 31, 2021.

The Company appointed two directors on its Board w.e.f. November 24, 2022 and made
representation to BSE for waiver of the above said fines.

8. We depend on the accuracy and completeness of information about customers and

counterparties for certain key elements of our credit assessment and risk management process.
Any misrepresentation, error, or incompleteness of such information could adversely affect our
business and financial performance.

In deciding whether to extend credit or enter into other transactions with customers, for certain key
elements of the credit assessment process, we rely on representation and/or information furnished
to us by or on behalf of customers (including in relation to their financial transactions and past
credit history). We may also rely on certain representations from our customers as to the accuracy
and completeness of that information. All of our loans are unsecured, however in the future for
ascertaining the creditworthiness and encumbrances on collateral we may depend on the
representations by the customer, and third parties and we also exercise our own judgement and
experience in relation to the representations (whether written or otherwise) by the customer, the
value of the collateral, and our reliance on any misleading information given, may affect our
27
 judgment of credit worthiness of potential borrowers, and the value of and title to the collateral,
which may affect our business, prospects, results of operations and financial condition. We may
receive inaccurate or incomplete information as a result of negligence or fraudulent
misrepresentation. Our risk management measures may not be adequate to prevent or deter such
activities in all cases, which may adversely affect our business prospects, financial condition, and
results of operations.

9. The objects of the Issue are based on the internal estimates of our management and have not
been appraised by any bank or financial institution.

The objects of the Issue are based on management estimates and have not been appraised by any
bank or financial institution. Any inability on our part to effectively utilize the Issue proceeds could
adversely affect our financial results. Utilization of Issue proceeds would be disclosed to our
Company’s shareholders in the manner required under the SEBI LODR Regulations.

The Funds raised are further proposed to be utilized towards augmenting our capital base and
providing for our fund requirements for increasing our operational scale with respect to our NBFC
activities and Repayment/prepayment in full or part, of an unsecured loan availed by our Company.

For further details, please see the section titled “Objects of the Issue” on page 56 of this Letter of
Offer.

10. Our Company has incurred losses in the past and may incur losses in the future.

Our Company has incurred losses in the past, including at the EBIDTA level. The Net Loss incurred
by the Company during FY 2022-23 is Rs. 636.39 Lakh. There can be no assurance that the
Company will not incur losses in the future, which may have an adverse effect on our reputation
and business.

11. Our Company is subject to periodic inspections by the RBI. Non-compliance with observations
made during any such inspections could result in penalties and fines on our Company and could
adversely affect the reputation of the business of our Company

Our Company is subject to periodic inspections by the RBI of our Company’s books of accounts
and other records for the purpose of verifying the correctness or completeness of any statement,
information, or particulars furnished to the RBI or for obtaining any information, which our
Company has failed to furnish when called upon to do so. The RBI conducts an annual inspection
of our Company’s books of accounts and other records relating to our financial position every year
under Section 45N of the RBI Act. RBI inspections are a regular exercise and are carried out
periodically by RBI for banks, financial institutions, and NBFCs. While our Company has
responded to the RBI observations, and has taken steps or is in the process of taking steps to rectify
the identified deficiencies, if our Company fails to comply with the RBI’s observations or all of the
terms and conditions stipulated in the observations, or fails to seek waivers or extensions of time
for complying with these terms and conditions, the RBI may take adverse actions against our
Company, such as revoking its registration/license or placing stringent restrictions on our
Company’s operations in case of any major non-compliance with RBI guidelines, circulars or
28
 notifications, as the case may be. Any major failure to meet the RBI’s directions could materially
and adversely affect our Company’s pending applications or requests with the RBI and our
Company’s ability to obtain the regulatory permits and approvals required to expand our business
or result in the interruption of all or some of our Company’s operations, which could have a material
adverse effect on our Company’s business, financial condition and results of operations.

12. The logo of our Company is not a registered trademark and we may be unable to adequately
protect our trademarks and an inability to protect or use our intellectual property rights may
adversely affect our business.

The logo of our Company is not a registered trademark. Accordingly, we may not be able to
safeguard it from infringement or passing off. Further, we do not own any other trademark and
therefore our ability to attract and retain customers is dependent upon public perception and
recognition of the quality associated with our Company and promoter. Our success depends on our
ability to maintain the brand image of our existing products and effectively build our brand image
for new products and brand extensions. We currently do not have any form of intellectual property
protection. Any unauthorized usage by a third party of logo that is being used by us may create
confusion in the market as to our identity and/or may have a material adverse effect on our
reputation, goodwill, business prospects and results of operation too. Such infringement will
hamper our business as prospective clients may go to such user of mark and our revenues may
decrease.

We may also face allegations that we have infringed the trademarks, copyrights, patents or other
intellectual property rights of third parties, including from our competitors or non-practicing
entities, for passing off. Any adverse decision by the adjudicating authority may prevent us from
registering and using such trademarks. Further, patent and other intellectual property litigation may
be protracted and expensive, and the results are difficult to predict and may require us to stop
offering certain products or product features, acquire licenses, which may not be available at a
commercially reasonable price or at all, or modify our products, product features, processes or
websites while we develop non-infringing substitutes.

13. Our Registered Office and Corporate Office from where we operate are not owned by us.

Our Registered Office and Corporate Office premises are not owned by us. For further details, see
section “Our Business” on page 92 of this Letter of Offer. If we are required to vacate the current
premises, we would be required to make alternative arrangements for new offices and other
infrastructure, and we cannot assure that the new arrangements will be on commercially
acceptable/favourable terms. If we are required to relocate our business operations during this
period, we may suffer a disruption in our operations or have to pay higher charges, which could
have an adverse effect on our business, prospects, results of operations and financial condition.

14. Internal or external fraud, dishonesty, or misconduct by our personnel could have a negative
impact on our reputation and financial results.

Misconduct by our employees could bind us to transactions that exceed authorized limits or present
unacceptable risks, and our employees could conceal unauthorized or unlawful activities from us.
29
 Employee misconduct could also involve front-running in securities markets or the improper use
or disclosure of confidential information or non-compliance with insider trading rules, which could
result in regulatory sanctions and serious reputational or financial harm.

It is not always possible to deter fraud or misconduct by employees, and the precautions we have
taken and the systems we have put in place to prevent and deter such activities may not be effective
in all cases. Any instances of fraud or misconduct could adversely affect our reputation, business,
results of operations, and financial condition.

15. Any increase in or realization of our commitments and contingent liabilities could have a
material adverse effect on our business, financial condition, cash flow, results of operations, and
prospects.

As on March 31, 2024, and March 31, 2023, we had the following contingent liabilities and
commitments in our Audited Financial Statements:

i. A demand of Rs. 2,621.98 Lacs has been imposed on the company by Income Tax Department as
at March 31, 2024 (March 31, 2023 Rs. 2,667.15 Lacs). The Company has filed an appeal before
the Commissioner of Income Tax (Appeals), Kanpur, against the said demands raised by the Income
Tax Department.

ii. Penalty by SEBI

SEBI initiated adjudication proceedings under Section 15HA OF SEBI Act, 1992 for violations of
Sections 12A(a), (b), (c) of SEBI Act r/w Regulations 3(a), (b), (c), (d) and Regulations 4(1) of
SEBI (PFUTP) Regulations, 2003. After consideration, the adjudicating officer under Section 15-I
of SEBI ACT r/w Rule 5 of the Adjudication Rules, imposed a penalty of Rs. 10,00,000 on the
company through order dated May 31, 2021. In response to this, the company filed an Appeal in
the Securities Appellate Tribunal (SAT). Consequently, SAT quashed the SEBI Adjudication order
along with the penalty imposed through an order dated September 12, 2023.

For details of the contingent liabilities of our Company, please refer to page no. 103 of this Letter
of Offer.

16. Our business requires substantial capital, and any disruption in funding sources would have a
material and adverse effect on our liquidity and financial condition.

The liquidity and ongoing profitability of our business are, in large part, dependent upon our timely
access to, and the costs associated with, raising capital. Our funding requirements historically have
been met from a combination of shareholder funding, and unsecured loan funds, with equity being
a pre-dominant source. Thus, our business depends on 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 regulatory
environment and policy initiatives in India, developments in the international markets affecting the
Indian economy, 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. Further, as we
30
 grow, we may have to finance our funding from debt also. Any disruption in our primary funding
sources at competitive costs would have a material adverse effect on our liquidity and financial
condition.

17. Our business is based on the trust and confidence of our customers; any damage to that trust
and confidence may materially and adversely affect our business, future financial performance,
and results of operations.

We are dedicated to earning and maintaining the trust and confidence of our customers and we
believe that a good reputation is essential to our business. The reputation of our Company could be
adversely affected by any threatened and/or legal proceedings and/or any negative publicity or news
articles in connection with our Company. As such, any damage to our reputation could substantially
impair our ability to maintain or grow our business. If we fail to maintain brand recognition with
our target customers due to any issues with our product offerings, a deterioration in service quality,
or otherwise, our market perception and customer acceptance of our brands may also decline.

18. We may not be successful in implementing our business strategies.

The success of our business depends substantially on our ability to implement our business
strategies effectively or at all. Even though we have successfully executed our business strategies
in the past, there is no guarantee that we can implement the same on time and within the estimated
budget going forward, or that we will be able to meet the expectations of our targeted customers.
Changes in regulations applicable to us may also make it difficult to implement our business
strategies. Failure to implement our business strategies would have a material adverse effect on our
business and the results of operations.

19. Our Promoters play a key role in our functioning, and we heavily rely on their knowledge and
experience in operating our business. Therefore, it is critical for our business that our Promoters
remain associated with us. Our success also depends upon the services of our key managerial
personnel and our ability to attract and retain key managerial personnel and our inability to
attract them may affect our operations.

We benefit from our relationship with our Promoters and our success depends upon the continuing
services of our Promoters who have been responsible for the growth of our business and is closely
involved in the overall strategy, direction, and management of our business. Our Promoters have
been actively involved in the day-to-day operations and management. Accordingly, our
performance is heavily dependent upon the services of our Promoters. If our Promoter is unable or
unwilling to continue in his present position, we may not be able to replace them easily or at all.
Further, we rely on the continued services and performance of our key executives and senior
management for continued success and smooth functioning of the operations of the Company. If
we lose the services of any of our key managerial personnel, we may be unable to locate suitable
or qualified replacements and may incur additional expenses to recruit and train new personnel,
which could adversely affect our business operations and affect our ability to continue to manage
and expand our business. Our Promoters, along with the key managerial personnel, have over the
years-built relations with various customers and other persons who are form part of our
stakeholders and are connected with us. The loss of their services could impair our ability to
31
 implement our strategy, and our business, financial condition, results of operations, and prospects
may be materially and adversely affected.

20. We do not have any insurance policy and hence we will not be protected against any losses or
damage.

We currently do not have any insurance policies and hence are not covered against any loss or
damage that we may incur during the course of our business.

21. We face increasing competition in our business which may result in declining margins if we are
unable to compete effectively.

We face competition in all our lines of business. Our primary competitors are other NBFCs, public
sector banks, private sector banks, cooperative banks, foreign banks, and unorganized financiers
who principally operate in the markets where we operate. Banks have access to low-cost funds
which enables them to enjoy higher margins and/or offer finance at lower rates. NBFCs do not have
access to large quantities of low-cost deposits, a factor which can render them less competitive. In
addition, interest rate deregulation and other liberalization measures affecting the retail and small
and medium enterprises finance sector, together with increased demand for capital by individuals
as well as small and medium enterprises, have resulted in an increase in competition.

We face competition from other NBFCs, microfinance companies as well as both commercial and
small finance banks. In addition, our target customers also borrow from money lenders and non-
institutional lenders which may lend at higher rates of interest. 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 finance sector, finance products are becoming increasingly
standardized, and variable interest rates and payment terms, and lower processing fees are becoming
increasingly common in the 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, if we are unable to compete successfully, our
market share may decline. If we are unable to compete effectively with other participants in the
finance sector, our business, and future financial performance may be adversely affected.

22. Our Promoters will continue to retain majority control over our Company after the Issue, which
will allow them to determine the outcome of matters submitted to shareholders for approval.

Post this Issue, our Promoters will collectively own a substantial portion of our Equity Share
Capital. As a result, our Promoters will continue to exercise a significant degree of influence over
us and will be able to control the outcome of any proposal that can be approved by a majority
shareholder vote, including, the election of members to our Board, in accordance with the
Companies Act and our Articles of Association. Such a concentration of ownership may have the
effect of delaying, preventing, or deterring a change in control of our Company.

32
 In addition, our Promoters will continue to have the ability to cause us to take actions that may not
in, or may conflict with, our interests or the interests of some or all of our creditors or other
shareholders, and we cannot assure you that such actions will not have an adverse effect on our
future financial performance or the price of our Equity Shares.

23. Our growth will depend on our ability to build our brand and failure to do so will negatively
impact on our ability to effectively compete in this industry.

We believe that we need to continue to build our brand, which will be critical for achieving
widespread recognition of our services. Promoting and positioning our brand will depend largely
on the success of our marketing efforts and our ability to provide high-quality services. The brand
promotion activities that we may undertake may not yield increased revenues, and even if they do,
any increased revenues may not offset the expenses we incur in building our brand. If we are unable
to promote and maintain our brand, our business, financial condition and results of operations could
be adversely affected.

24. Our operations could be adversely affected by disputes with employees.

As of the date of this Letter of Offer, the Company employed a workforce of 9 full-time employees.
While we believe we maintain good relationships with employees, there can be no assurance that
the Company will not experience future disruptions to its operations due to disputes or other
problems with its workforce or contract labor employed by independent contractors.

25. In the event there is any delay in the completion of the Issue, there would be a corresponding
delay in the completion of the objects of this Issue which would in turn affect our revenues and
results of operations.

The funds that we receive would be utilized for the objects of the Issue as has been stated in the
section “Objects of the Issue” on page no. 56 of this Letter of Offer. The proposed schedule of
implementation of the objects of the Issue is based on our management’s estimates. If the schedule
of implementation is delayed for any other reason whatsoever, including any delay in the
completion of the Issue this may affect our revenues and results of operations. We have not
identified any alternate source of raising the funds required for our “Objects of the Issue”. Any
shortfall in raising/meeting the same could adversely affect our growth plans, operations, and
financial performance. Our Company has not identified any alternate source of funding and hence
any failure or delay on our part to mobilize the required resources or any shortfall in the Issue
proceeds can adversely affect our growth plan and profitability. The delay/shortfall in receiving
these proceeds may require us to borrow the funds on unfavorable terms, both of which scenarios
may affect the business operation and financial performance of the Company.

26. Our Company has, in the past, entered into certain related party transactions and may continue
to do so in the future.

Our Company has entered into related party transactions with our Directors, Group Companies in
which Directors are interested, and other associates. While our Company believes that all such
transactions have been conducted on the arm’s length basis, there can be no assurance that it could
33
 not have been achieved on more favorable terms had such transactions not been entered into with
related parties. Furthermore, it is likely that our Company will enter into related party transactions
in the future. There can be no assurance that such transactions, individually or in the aggregate,
will not have an adverse effect on our financial condition and results of operation.

27. Dividend declaration by the Company in the future will depend upon earnings, financial
condition, cash flows, working capital requirements, capital expenditure, and restrictive
covenants in our financing arrangements.

We may retain all our future earnings, if any, for use in the operations and expansion of our
business. As a result, we may not declare dividends in the foreseeable future. Any future
determination as to the declaration and payment of dividends will be at the discretion of our Board
of Directors and will depend on factors that our Board of Directors deem relevant, including among
others, our results of operations financial condition, cash requirements, business prospects and any
other financing arrangements. Accordingly, the realization of a gain on shareholders' investments
may largely depend upon the appreciation of the price of our Equity Shares. There can be no
assurance that our Equity Shares will appreciate in value.

28. System failures or inadequacy and security breaches in computer systems may adversely affect
our business.

Our trade portfolio dashboard, 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. Our operations also rely on the secure
processing, storage, and transmission of confidential and other information in our computer
systems and networks. Our online trading systems, computer systems, software and networks may
be vulnerable to unauthorized access, computer viruses or other malicious code 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 localities in which we are located.

29. Certain data mentioned in this Letter of Offer has not been independently verified.

We have not independently verified data from industry publications contained herein and although
we believe these sources to be reliable, we cannot assure that they are complete or reliable. Such
data may also be produced on a different basis from comparable information compiled with regard
to other countries. Therefore, discussions of matters relating to India and its economy are subject
to the limitation that the statistical and other data upon which such discussions are based have not
been verified by us and may be incomplete or unreliable.
34
ISSUE SPECIFIC RISKS

30. Our Company will not distribute the Letter of Offer and Application Form to certain overseas
Shareholders who have not provided an address in India for service of documents.

Our Company will dispatch the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter, and the Application Form (the “Offering Materials”) to such Shareholders who have
provided an address in India for the service of documents. The Offering Materials will not be
distributed to addresses outside India on account of restrictions that apply to the circulation of such
materials in various overseas jurisdictions. However, the Companies Act requires companies to
serve documents at any address, which may be provided by the members as well as through e-mail.
Presently, there is a lack of clarity under the Companies Act, 2013, and the rules thereunder, with
respect to the distribution of Offering Materials to retail individual shareholders in overseas
jurisdictions where such distribution may be prohibited under applicable laws of such jurisdictions.

31. Investors will not have the option of getting the Allotment of Rights Equity Shares in physical
form and the Rights Entitlement of Eligible Equity Shareholders holding Equity Shares in
physical form (“Physical Shareholder”) may lapse in case they fail to furnish the details of their
Demat account to the Registrar.

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Circular
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, the credit of Rights Entitlement and
Allotment of Rights Equity Shares shall be made in dematerialized form only. Accordingly, the
Rights Entitlements of the Physical Shareholders shall be credited in a suspense escrow demat
account opened by our Company during the Issue Period. The Physical Shareholders are requested
to furnish the details of their demat account to the Registrar not later than two Working Days prior
to the Issue Closing Date to enable the credit of their Rights Entitlements in their demat accounts
at least one day before the Issue Closing Date. The Rights Entitlements of the Physical Shareholders
who do not furnish the details of their demat account to the Registrar not later than two Working
Days prior to the Issue Closing Date shall lapse. Further, pursuant to a press release dated December
3, 2018, issued by the SEBI, with effect from April 1, 2019, a transfer of listed Equity Shares
cannot be processed unless the Equity Shares are held in dematerialized form (except in case of
transmission or transposition of Equity Shares). For details, refer chapter titled “Terms of the Issue-
Procedure for Application by Eligible Equity Shareholders holding equity shares in physical form”
on page 148 of this Letter of Offer.

32. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse
without compensation and result in a dilution of shareholding.

Rights Entitlements that are not exercised prior to the end of the Issue Closing Date will expire and
become null and void, and the Eligible Equity Shareholders will not receive any consideration for
them. The proportionate ownership and voting interest in our Company of Eligible Equity
Shareholders who fail (or are not able) to exercise their Rights Entitlements will be diluted. Even
if you elect to sell your unexercised Rights Entitlements, the consideration you receive for them
may not be sufficient to fully compensate you for the dilution of your percentage ownership of the
equity share capital of our Company that may be caused as a result of the Issue.
35
 Renouncees may not be able to apply in case of failure in completion of renunciation through off-
market transfer in such a manner that the Rights Entitlements are credited to the demat account of
the Renouncees prior to the Issue Closing Date. Further, in case the Rights Entitlements do not get
credited in time, in case of On Market Renunciation, such Renouncee will not be able to apply in
this Issue with respect to such Rights Entitlements. For details, see “Terms of the Issue” on page
128 of this Letter of Offer.

33. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under the current Indian tax laws and regulations, capital gains arising from the sale of equity
shares in an Indian company are generally taxable in India. Additionally, a securities transaction
tax (“STT”) is levied both at the time of transfer and acquisition of the equity shares (unless
exempted under a prescribed notification), and the STT is collected by an Indian stock exchange
on which equity shares are sold. Any gains realized on the sale of equity shares held for more than
12 months are subject to long-term capital gains tax in India. Such long-term capital gains
exceeding ₹100,000 arising from the sale of listed equity shares on the stock exchange are subject
to tax at the rate of 10% (plus applicable surcharge and cess). This beneficial provision is, inter
alia, subject to payment of STT. Further, any capital gains realized on the sale of listed equity
shares of an Indian company, held for more than 12 months, which are sold using any platform
other than a recognized stock exchange and on which no STT has been paid, will be subject to
long-term capital gains tax in India at the rate of 10% (plus applicable surcharge and cess), without
indexation benefits.

Further, any capital gains realized on the sale of listed equity shares held for a period of 12 months
or less immediately preceding the date of transfer will be subject to short-term capital gains tax in
India at the rate of 15% (plus applicable surcharge and cess), subject to STT being paid at the time
of sale of such shares. Otherwise, such gains will be taxed at the applicable rates.

Capital gains arising from the sale of the Rights Equity Shares will not be chargeable to tax in India
in cases where relief from such taxation in India is provided under a treaty between India and the
country of which the seller is resident and the seller is entitled to avail benefits thereunder, subject
to certain conditions.

Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result,
residents of other countries may be liable for tax in India as well as in their own jurisdiction on a
gain upon the sale of the Rights Equity Shares.

Investors are advised to consult their own tax advisors and to carefully consider the potential tax
consequences of owning, investing, or trading in Rights Equity Shares.

However, as per Budget 2024, the rate of short-term capital gain tax from Equity Shares has hiked
to 20% and the long-term capital gains will be taxed at a flat rate of 12.5% without Indexation.
Budget 2024 has also increased the limit of exemption of capital gains on listed Equity to Rs.
1,25,000 per annum from the existing Rs. 1,00,000. All the changes in the new capital gains tax
rate will be effective immediately from July 23, 2024.
36
34. You may not receive the Equity Shares that you subscribe to in the Issue until fifteen days after
the date on which this Issue closes, which will subject you to market risk.

The Equity Shares that you subscribe to in the Issue may not be credited to your demat account
with the depository participants until approximately 15 days from the Issue Closing Date. You can
start trading such Equity Shares only after receipt of the listing and trading approval in respect
thereof. There can be no assurance that the Equity Shares allocated to you will be credited to your
demat account, or that trading in the Equity Shares will commence within the specified time period,
subjecting you to market risk for such period.

35. There is no guarantee that the Rights Equity Shares issued pursuant to the issue will be listed
on the Stock Exchange in a timely manner or at all, and any trading closure at the Stock
Exchange may adversely affect the trading price of our Equity Shares.

In accordance with Indian law and practice, final approval for listing and trading of the Rights
Equity Shares will not be granted by the Stock Exchange until those Rights Equity Shares have
been issued and allotted. Approval will require all relevant documents authorizing the issuing of
Rights Equity Shares to be submitted. There could be a failure or delay in listing the Rights Equity
Shares on the Stock Exchange. Any failure or delay in obtaining approval would restrict investors’
ability to dispose of their Equity Shares. Further, historical trading prices, therefore, may not be
indicative of the prices at which the Equity Shares will trade in the future which may adversely
impact the ability of our shareholders to sell the Equity Shares or the price at which shareholders
may be able to sell their Equity Shares at that point of time.

36. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under
Indian law and could thereby suffer future dilution of their ownership position.

Under the Companies Act, any company incorporated in India must offer its holders of equity
shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain
their existing ownership percentages prior to the issuance of any new equity shares, unless the pre-
emptive rights have been waived by the adoption of a special resolution by holders of three-fourths
of the shares voted on such resolution, unless our Company has obtained government approval to
issue without such rights. However, if the law of the jurisdiction that you are in does not permit the
exercise of such pre-emptive rights without us filing an offering document or registration statement
with the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive
rights unless we make such a filing. We may elect not to file a registration statement in relation to
pre-emptive rights otherwise available by Indian law to you. To the extent that you are unable to
exercise pre-emptive rights granted in respect of the Equity Shares, your proportional interests in
us would be reduced.

37. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may
adversely affect the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchange. Any
dividends in respect of our Equity Shares will also be paid in Indian Rupees and subsequently
37
 converted into the relevant foreign currency for repatriation, if required. Any adverse movement in
currency exchange rates during the time that it takes to undertake such a conversion may reduce
the net dividend for foreign investors. In addition, any adverse movement in currency exchange
rates during a delay in repatriating outside India the proceeds from a sale of Equity Shares, for
example, because of a delay in regulatory approvals that may be required for the sale of Equity
Shares may reduce the proceeds received by equity shareholders. For example, the exchange rate
between the Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue
to fluctuate substantially in the future, which may adversely affect the trading price of our Equity
Shares and returns on our Equity Shares, independent of our operating results.

38. Loss of major clients or the deterioration of their financial condition or prospects could have a
material adverse effect on our business.

While our strategy is intended to enable us to increase our revenues and earnings from our major
corporate clients, the strategy also exposes us to increased risks arising from the possible loss of a
major client’s accounts. In addition, some of our clients are in industries that have experienced
adverse business and financial conditions during the economic downturn. The deterioration of the
financial condition or business prospects of these clients could reduce their need for temporary
employment services, and result in a significant decrease in the revenues and earnings we derive
from these clients. The bankruptcy of a major client could have a material adverse impact on our
ability to recover monies from them and consequently to meet our working capital requirements.

39. The success of our business depends on our ability to attract and retain senior management and
employees in critical roles, and the loss of their services could have a material adverse effect on
our business, financial condition, cash flows, results of operations, and prospects.

The success of our business depends on the continued service of our senior management and
various professionals including information technology resources, relationship and finance
professionals, etc. As a result of ever-increasing market competition, the market demand and
competition for experienced management personnel and qualified professionals has intensified. We
encounter intense competition for qualified professionals from other companies in the financial
services sector. Our Company invests significant time and money in training the professionals that
are hired to perform the services provided to our customers. Our Company believes that there is
also significant competition in our industry among employers to attract these professionals with the
skills necessary to perform the services we offer. The departure or other loss of our key
professionals who manage substantial client relationships or who possess substantial experience
and expertise could impair our ability to successfully carry out our operations. Our business and
financial condition could suffer if we are unable to retain our senior management, or other high-
quality personnel, including finance, internal controls, and information technology, or cannot
adequately and timely replace them upon their departure. Moreover, we may be required to
substantially increase the number of our professionals and specialists in connection with any future
growth plans, and we may face difficulties in doing so due to the competition in the financial
services industry for such personnel. Our failure to attract, hire, retain, or replace competent
personnel could materially impair our ability to implement any plan for growth and expansion.
Competition for quality employees among business institutions may also require us to increase
compensation, which would increase operating costs and reduce our profitability.
38
40. 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.

We are required to comply with applicable anti-money laundering (“AML”) and anti-terrorism
laws and other regulations in India. In the ordinary course of our operations, we run the risk of
failing to comply with the prescribed KYC procedures and the consequent risk of fraud and money
laundering by dishonest customers and assessment of penalties or imposition of sanctions against
us for such compliance failures despite having implemented systems and controls designed to
prevent the occurrence of these risks. Although we believe that we have adequate internal policies,
processes, and controls in place to prevent and detect any AML activity and ensure KYC
compliance, there can be no assurance that we 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 the imposition of fines and other penalties by the RBI and other relevant governmental
authorities to whom we report. If any party uses or attempts to use us for money laundering or any
other illegal or improper purposes and such attempts are not detected or reported to the appropriate
authorities in compliance with applicable legal requirements, our reputation could suffer and could
result in a material adverse effect on our business, financial condition and results of operations.

41. Any future issuance of the Equity Shares, or convertible securities by our Company may dilute
your future shareholding, and sales of the Equity Shares by our Promoters or other major
shareholders of our Company may adversely affect the trading price of the Equity Shares.

Any future issuance of Equity Shares, or convertible securities by our Company, including through
the exercise of employee stock options or restricted stock units may lead to the dilution of your
shareholding in our Company, adversely affect the trading price of the Equity Shares and our ability
to raise capital through an issue of our securities. Further, any future sales of the Equity Shares by
the Promoters and members of our Promoter Group, or other major shareholders of our Company
may adversely affect the trading price of the Equity Shares.

42. Applicants to this Issue are not allowed to withdraw their Applications after the Issue Closing
Date.

In terms of the SEBI ICDR Regulations, the Applicants in this Issue are not allowed to withdraw
their Applications after the Issue Closing Date. The Allotment in this Issue and the credit of such
Equity Shares to the Applicant’s demat account with its depository participant shall be completed
within such period as prescribed under the applicable laws. There is no assurance, however, that
material adverse changes in the international or national monetary, financial, political, or economic
conditions or other events like force majeure, material adverse changes in our business, results of
operation or financial condition, or other events affecting the Applicant’s decision to invest in the
Issue Shares, would not arise between the Issue Closing Date and the date of Allotment in this Issue.
The occurrence of any such events after the Issue Closing Date could also impact the market
price of our Equity Shares. The Applicants shall not have the right to withdraw their Applications
in the event of any such occurrence. We cannot assure you that the market price of the Equity Shares
will not decline below the Issue Price. To the extent the market price for the Equity Shares declines
below the Issue Price after the Issue Closing Date, the shareholder will be required to purchase Issue
Shares at a price that will be higher than the actual market price of the Equity Shares at that time.
39
 Should that occur, the shareholders will suffer an immediate unrealized loss as a result. We may
complete the Allotment even if such events may limit the Applicants’ ability to sell our Equity
Shares after this Issue or cause the trading price of our Equity Shares to decline.

43. Investors will be subject to market risks until the Rights Issue Shares credited to their demat
accounts are listed and permitted to trade.

Investors can start trading the Rights Issue Shares allotted to them only after they are listed and
permitted to trade. Since the Equity Shares are currently traded on the Stock Exchange, investors
will be subject to market risk from the date they pay for the Rights Issue Shares to the date when
trading approval is granted for them. Further, we cannot assure you that the Rights Issue Shares
allocated to an Investor will be credited to the Investor’s demat account or that trading in the Equity
Shares will commence in a timely manner.

44. Your ability to acquire and sell the Issue Shares offered in the Issue is restricted by the
distribution, solicitation, and transfer restrictions set forth in this Letter of Offer.

No actions have been taken to permit an offering of the Issue Shares in the Issue in any jurisdiction
except India. As such, our Issue Shares have not and will not be registered under the U.S. Securities
Act, any state securities laws, or the law of any jurisdiction other than India. Further, your ability to
acquire Issue Shares is restricted by the distribution and solicitation restrictions set forth in this
Letter of Offer. For further information, please refer to the chapters entitled ‘Notice to Investors’,
‘Other Regulatory and Statutory Disclosures’, and ‘Restrictions on Foreign Ownership of Indian
Securities’ on pages 12, 124, and 167, respectively of this Letter of Offer. You are required to inform
yourself about and observe these restrictions. Our representatives, our agents, and we will not be
obligated to recognize any acquisition, transfer, or resale of the Issue Shares made other than in
compliance with applicable law.

45. Conditions in the Indian securities market may affect the price or liquidity of our Equity Shares.

The Indian securities markets are smaller and more volatile than securities markets in more
developed economies. The Indian stock exchanges have, in the past, experienced substantial
fluctuations in the prices of listed securities. Prices of listed securities are subject to volatility linked
among other factors to the uncertainty in the global markets and the rising inflationary and interest
rate pressures domestically. The governing bodies of the Indian stock exchanges have, from time to
time, imposed restrictions on trading in certain securities, limitations on price movements, and
margin requirements. Future fluctuations or trading restrictions could have a material adverse effect
on the price of our Equity Shares.

46. The Issue Price of our Rights Equity Shares may not be indicative of the market price of our
Equity Shares after the Issue.

The Issue Price of Rights Equity Share may not be indicative of the market price for our Equity
Shares after the Issue. The market price of the Equity Shares could be subject to significant
fluctuations after the Issue and may decline below the Issue Price. There can be no assurance that
the Investors will be able to sell their Equity Shares at or above the Issue Price. The factors that
40
 could affect our share price are:

a) quarterly variations in the rate of growth of our financial indicators such as earnings per share;
b) changes in revenue or earnings estimates or publication of research reports by analysts;
c) speculation in the press or investment community;
d) general market conditions; and,
e) domestic and international economic, legal, and regulatory factors unrelated to our
performance.

EXTERNAL RISKS

47. Political instability, economic or changes in the government or government policies could impact
the liberalization of an Indian economy.

The Indian economy is influenced by economic developments in other countries. These factors
could depress economic activity, which could have an adverse effect on our business, financial
condition, and results of operations. Any financial disruption could have an adverse effect on our
business and future financial performance.

We are dependent on domestic, regional, and global economic and market conditions. Our
performance, growth, and market price of our Equity Shares are and will be dependent to a large
extent on the health of the economy in which we operate. There have been periods of slowdown in
the economic growth of India. Demand for our services may be adversely affected by an economic
downturn in domestic, regional, and global economies.

The economy could be adversely affected by various factors such as political or regulatory action,
including adverse changes in liberalization policies, social disturbances, terrorist attacks and other
acts of violence or war, natural calamities, interest rates, commodity and energy prices, and various
other factors. The rate of economic liberalization could change, and specific laws and policies
affecting foreign investment, currency exchange rates, and other matters affecting investment in
India could change as well. As a result, our business and the market price and liquidity of the Equity
Shares may be affected by such economic and/or political changes. While the current government
is expected to continue the liberalization of India’s economic and financial sectors and deregulation
policies, there can be no absolute assurance that such policies will be continued. A significant
change in India’s economic liberalization and deregulation policies could disrupt business and
economic conditions in India generally and specifically have an adverse effect on the operations of
our Company.

48. Changing laws, rules and regulations, and legal uncertainties, including adverse application of
tax laws and regulations, may adversely affect our business and financial performance.

Our business and financial performance could be adversely affected by unfavorable changes in or
interpretation of existing, or the promulgation of new laws, rules, and regulations applicable to us
and our business. There can be no assurance that the Government of India may not implement new
regulations and policies which will require us to obtain approvals and licenses from the Government
41
 of India and other regulatory bodies or impose onerous requirements and conditions on our
operations. Any such changes and the related uncertainties with respect to the applicability,
interpretation, and implementation of any amendment to, or change to governing laws, regulation,
or policy in the jurisdictions in which we operate may have a material adverse effect on our business,
financial condition and results of operations. In addition, we may have to incur expenditures to
comply with the requirements of any new regulation which may also materially harm our results of
operations. Any unfavorable changes to the laws and regulations applicable to us could also subject
us to additional liabilities.

The regulatory and policy environment in which we operate is evolving and subject to change. Such
changes may adversely affect our business, results of operations, and prospects, to the extent that
we are unable to suitably respond to and comply with any such changes in applicable law and policy.

The application of various Indian tax laws, rules, and regulations to our business, currently or in the
future, is subject to interpretation by the applicable taxation authorities. If such tax laws, rules, and
regulations are amended, new adverse laws, rules, or regulations are adopted or current laws are
interpreted adversely to our interests, the results could increase our tax payments (prospectively or
retrospectively) and/or subject us to penalties. Further, changes in capital gains tax or tax on capital
market transactions or sale of shares could affect investor returns. As a result, any such changes or
interpretations could have an adverse effect on our business and financial performance.

49. Financial Instability, economic developments, and volatility in securities markets in other
countries may also cause the price of Equity shares to decline.

The Indian economy and its securities markets are influenced by economic developments and
volatility in securities markets in other countries. Investors' reactions to developments in one
country may have an adverse effect on the market price of securities of companies located in other
countries, including India. Negative economic developments, such as rising fiscals or trade deficits,
or default on national trade, in other emerging market countries may also affect investor confidence
and cause increased volatility in Indian securities markets and indirectly affect the Indian economy
in general. Currently, the Russia-Ukraine conflict has resulted in a significant increase in a global
oil price which could have a significant impact on inflation and cost of production. Additionally,
essential raw material prices for the manufacture of various products could be affected globally due
to the aforementioned European crisis which could have a cascading effect on the Indian economy
and the trading price of our equity shares.

A loss of investor confidence in the financial systems of other emerging markets may cause
increased volatility in Indian financial markets and the Indian economy in general. Any worldwide
financial instability could also have a negative impact on the Indian economy, including the
movement of exchange rates and interest rates in India. Any financial disruption could have an
adverse effect on our business, future financial performance, shareholders’ equity and the price of
the Equity Shares.

42
 50. Any downgrading of India’s debt rating by an independent domestic or international rating
agency could negatively impact our business and the price of our Equity Shares.

Any adverse revisions to India’s credit ratings for domestic and international debt by domestic or
international rating agencies may adversely impact our ability to raise additional financing, and the
interest rates and other commercial terms at which such additional financing is available, including
raising any overseas additional financing. A downgrading of India’s credit ratings may occur, for
example, upon a change of government tax or fiscal policy, which is outside our control. This could
have an adverse effect on our ability to fund our growth on favorable terms or at all, and
consequently adversely affect our financial results and business prospects, ability to obtain
financing for capital expenditures, and the price of our Equity Shares.

51. The occurrence of natural or man-made disasters could adversely affect our results of
operations, cash flows, and financial condition. Hostilities, terrorist attacks, civil unrest and
other acts of violence could adversely affect the financial markets and our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis,
tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of terrorism
and military actions including wars amongst nations like the current Russia Ukraine conflict could
adversely affect our results of operations, cash flows or financial condition. In addition, any
deterioration in international relations, especially between India and its neighboring countries, may
result in investor concern regarding regional stability which could adversely affect the price of the
Equity Shares. In addition, India has witnessed local civil disturbances in recent years and it is
possible that future civil unrest as well as other adverse social, economic or political events in India
could have an adverse effect on our business.

Such incidents could also create a greater perception that investment in Indian companies involves
a higher degree of risk and could have an adverse effect on our business and the market price of the
Equity Shares.

52. Foreign investors are subject to foreign investment restrictions under Indian law that limit our
ability to attract foreign investors, which may adversely impact the market price of the Equity
Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-
residents and residents are freely permitted (subject to certain exceptions) if they comply with the
pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares that are
sought to be transferred is not in compliance with such pricing guidelines or reporting requirements
or falls under any of the exceptions referred to above, then prior approval of the RBI will be
required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares
in India into foreign currency and repatriate that foreign currency from India will require a no
objection/ tax clearance certificate from the income tax authority. There can be no assurance that
any approval required from the RBI, or any other government agency, can be obtained on any
particular terms or at all.

43
53. A slowdown in economic growth in India could cause business to suffer.

We are incorporated in India, and all of our assets and employees are located in India. As a result,
we are highly dependent on prevailing economic conditions in India, and our results of operations
are significantly affected by factors influencing the Indian economy. A slowdown in the Indian
economy could adversely affect our business, including our ability to grow our assets, the quality
of our assets, and our ability to implement our strategy.

Factors that may adversely affect the Indian economy, and hence our results of operations, may
include:
• any increase in Indian interest rates or inflation;
• any scarcity of credit or other financing in India;
• prevailing income conditions among Indian consumers and Indian corporations;
• changes in India’s tax, trade, fiscal, or monetary policies;
• political instability, terrorism, or military conflict in India or in countries in the region or globally,
including in India’s various neighboring countries;
• prevailing regional or global economic conditions; and
• other significant regulatory or economic developments in or affecting India

Any slowdown in the Indian economy or in the growth of the sectors we participate in or future
volatility in global commodity prices could adversely affect our borrowers and contractual
counterparties. This in turn could adversely affect our business and financial performance and the
price of our Equity Shares.

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44
 SECTION III: INTRODUCTION

THE ISSUE

This Issue has been authorized by a resolution of our Board passed at its meeting held on June 05, 2024,
pursuant to Section 62(1)(a) of the Companies Act, 2013 and other applicable laws. The terms and
conditions of the Issue including the Issue price, Record Date, Rights Entitlement Ratio, and other related
matters have been approved by the Rights Issue Committee of the Board of Directors at their meeting
held on Saturday, September 07, 2024.

The following is a summary of the Issue. This summary should be read in conjunction with, and is
qualified in its entirety by, more detailed information in “Terms of the Issue” beginning on page 128.

Rights Equity Shares being offered by our Up to 17,80,20,400 Equity Shares

Company
Rights Entitlement for the Rights Equity Shares 1 (One) Rights Equity Shares for every 3 (Three)
fully paid-up Equity Shares held as on the Record
Date.
Record Date Friday, October 25, 2024
Issue Price per Rights Equity Share Rs. 2.75/- (Rupees Two and Seventy Five Paisa
Only)
Face Value per Rights Equity Share Re. 1/- (Rupee One Only)
Issue Size Up to Rs. 4,895.56/- Lakhs
Equity Shares outstanding prior to the Issue 53,40,61,200 Equity Shares
Equity Shares outstanding after the Issue 71,20,81,600 Equity Shares
(assuming full subscription and Allotment of
the Rights Equity Shares)
Security Codes for our Equity Shares, Rights ISIN: INE793G01035
Equity Shares, and Rights Entitlements# Scrip Code: 534060
ISIN for Rights Entitlement: INE793G20019
Terms of the Issue See “Terms of the Issue” on page 128
Use of Issue Proceeds See “Objects of the Issue” on page 56
For details in relation to fractional entitlements, see “Terms of the Issue – Basis for the Issue and Terms
of the Issue – Fractional Entitlements” on page 128.

Issue Schedule

The subscription will open upon the commencement of the banking hours and will close upon the close
of banking hours on the dates mentioned below:

Event Day and Date

Issue Opening Date Thursday, November 07, 2024
Last Date for On Market Renunciation of Tuesday, November 12, 2024
Rights**
Issue Closing Date* Tuesday, November 19, 2024
45
*The Board of Directors or a duly authorized committee thereof will have the right to extend the Issue period as it
may determine from time to time, provided that the Issue will not remain open in excess of 30 (thirty) days from the
Issue Opening Date.
** Eligible Equity Shareholders are requested to ensure that renunciation through off market transfer is completed
in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to
the Issue Closing Date.

Terms of payment

The full amount of the Issue Price being Rs. 2.75/- per share (including the Premium of Rs. 1.75/-) will
be payable on application.

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46
 GENERAL INFORMATION

Our Company was incorporated on February 04, 1985 having CIN L27109UP1985PLC006998 with the
name and style of Priti Mercantile Company Limited and certificate of incorporation was granted by
Registrar of Companies, U.P., Kanpur. Subsequently, the name of the Company was changed from “Priti
Mercantile Company Limited” to its present name i.e. “PMC Fincorp Limited” and fresh certificate of
incorporation was granted by Registrar of Companies, Uttar Pradesh on March 20, 2014.

The Company is a Non-Systematically important Non-Deposit taking Company categorized as

Investment and Credit Company i.e. ICC registered with Reserve Bank of India (“the RBI”) under
Section 45-IA of the Reserve Bank of India Act, 1934 and primarily engaged in financing and investment
related activities. The Company received the certificate of registration from RBI on November 14, 2014,
enabling the Company to carry on business as a Non-Banking Financial Company.

Registered Office:

PMC Fincorp Limited

B-10, VIP Colony Civil Lines, Rampur, Uttar Pradesh – 244901, India
Telephone No.: 0595-2351375 | Fax: 0595-2351273
Email: contact@pmcfincorp.com | Website: www.pmcfincorp.com
Registration Number: 006998
CIN: L27109UP1985PLC006998

Details of Changes in the Registered Office:

Date of From To
Change
December 06, 10-B, VIP Colony, Civil Lines, B-10, VIP Colony, Civil Lines, Rampur,
2012 Rampur, Uttar Pradesh – 244901, India Uttar Pradesh – 244901, India

Corporate Office:

Address: 201 & 202, Second Floor, Rattan Jyoti Building 18, Rajendra Place, New Delhi – 110008,
India.
Contact No.: 011-47631025/26/27

Registrar of Companies:

Our Company is registered with the Registrar of Companies, Uttar Pradesh, Kanpur, situated at the
following address:
Address: 37/17, Westcottt Building, The Mall, Kanpur – 208001, Uttar Pradesh, India
Telephone: 0512-2310443, 2310227, 2310323
E-mail: roc.kanpur@mca.gov.in
Website: www.mca.gov.in

47
Company Secretary and Compliance Officer:

Mr. Kailash
Address: 201 & 202, Second Floor, Rattan Jyoti Building 18, Rajendra Place, New Delhi – 110008,
India.
Telephone: 011-47631025/26/27
Email: compliances@pmcfincorp.com;
Website: www.pmcfincorp.com

Chief Financial Officer:

Mr. Chandresh Kumar Sharma

Address: 201 & 202, Second Floor, Rattan Jyoti Building 18, Rajendra Place, New Delhi – 110008,
India.
Telephone: 011-47631025/26/27
Email: accounts@pmcfincorp.com;
Website: www.pmcfincorp.com

Statutory Auditor

M/s. Pankaj Gupta & Co., Chartered Accountants

Address: 1, Anand Vihar, Basement Floor, Pitampura, Delhi -110034, India
Telephone: 011-46051500
Email: pankajgupta.pgc@gmail.com
Contact Person: Mr. Pankaj Gupta
Membership No.: 501398
Firm Registration No.: 019302N
Peer Review Certificate No.: 90448-5054872-1666

Registrar to the Issue

For the purpose of the proposed Rights Issue, the Company has appointed the following as the
Registrar to the Issue:

Skyline Financial Services Private Limited

Address: D-153/A, 1st Floor, Okhla Industrial Area Phase – 1, New Delhi – 110020, India
Telephone: 011 – 40450193-97 | Fax: 011 - 26812682
E-mail: ipo@skylinerta.com
Investor grievance: grievances@skylinerta.com
Website: www.skylinerta.com
Contact Person: Mr. Anuj Rana
CIN: U74899DL1995PTC071324
SEBI Registration No: INR000003241

Investors may contact the Registrar to the Issue or our Company Secretary and Compliance Officer for
any pre-Issue or post-Issue related matter. All grievances relating to the ASBA process may be addressed
48
to the Registrar to the Issue, with a copy to the SCSBs (in case of ASBA process), giving full details such
as name, address of the Applicant, contact number(s), E-mail address of the sole/ first holder, folio
number or demat account number, number of Rights Equity Shares applied for, amount blocked (in case
of ASBA process), ASBA Account number and the Designated Branch of the SCSBs where the
Application Form or the plain paper application, as the case may be, was submitted by the Investors along
with a photocopy of the acknowledgement slip (in case of ASBA process), and copy of the e-
acknowledgement (in case of normal process). For details on the ASBA process see “Terms of the Issue”
on page 128 of this Letter of Offer.

Registrar of the Company

Indus Shareshree Private Limited (formerly known as Indus Portfolio Private Limited), , having
SEBI Registration No: INR000003845 are the Registrar to the Company.

Bankers to the Issue

HDFC Bank Limited

Address: HDFC Bank Limited, FIG-OPS Department-Lodha, I Think Techno Campus O-3 Level,
Kanjurmarg (East) (Near Kanjurmarg Railway Station) Mumbai – 400042, Maharashtra, India
Contact Person: Siddharth Jhadhav, Eric Bacha, Vikas Rahate, Tushar Gavankar
Telephone: 022-30752927/28/2914; Fax no.: 022-25799801
Email: siddharth.jadhav@hdfcbank.com, eric.bacha@hdfcbank.com, vikas.rahate@hdfcbank.com,
tushar.gavankar@hdfcbank.com
Website: www.hdfcbank.com
CIN: L65920MH1994PLC080618
SEBI Registration No.: INBI00000063

Lead Manager

The Company has not appointed any Lead Manager as the Issue size is less than Rs. 5,000 Lakh.

Credit Rating

This being a Rights Issue of Equity Shares, no credit rating is required.

Debenture Trustee

As this Issue is of Equity Shares, the appointment of a debenture trustee is not required.

Monitoring Agency

Our Company is not required to appoint a monitoring agency since the issue size is below Rs. 10,000/-
Lakhs.

49
Filing

As per requirements of SEBI ICDR Regulations as the issue size of this rights issue is below Rs. 5,000
Lakh, therefore the Draft Letter of Offer was filed with BSE. On receipt of the in-principle approval from
BSE, the final Letter of Offer is being filed with the Stock Exchange and will be submitted to SEBI for
information and dissemination purposes as per the provisions of the SEBI ICDR Regulations.

Appraising Agency

None of the purposes for which the Net Proceeds are proposed to be utilized have been appraised by any
bank or financial institution.

Underwriting

This Issue is not underwritten, and our Company has not entered into any underwriting arrangement.

Experts

Except for the reports of the Auditors of our Company on the audited Financial Information and
Statement of Tax Benefits, included in this Letter of Offer, our Company has not obtained any expert
opinions.

Self-Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as SCSB for the ASBA process is provided on
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34. Details
relating to Designated Branches of SCSBs collecting the ASBA application forms are available at the
above-mentioned link.

Issue Schedule:

Last Date for credit of Rights Entitlements: Thursday, October 31, 2024
Issue Opening Date: Thursday, November 07, 2024
Last Date for On Market Renunciation#: Tuesday, November 12, 2024
Issue Closing Date*: Tuesday, November 19, 2024
Finalization of Basis of Allotment (on or about): Monday, November 25, 2024
Date of Allotment (on or about): Monday, November 25, 2024
Date of credit (on or about): Friday, November 29, 2024
Date of listing (on or about): Monday, December 02, 2024

#
Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is
completed in such a manner that the Rights Entitlements are credited to the demat account of the
Renouncees on or prior to the Issue Closing Date.

*Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it
may determine from time to time, provided that this Issue will not remain open in excess of 30 (thirty)
50
days from the Issue Opening Date. Further, no withdrawal of Application shall be permitted by any
Applicant after the Issue Closing Date.

The above schedule is indicative and does not constitute any obligation to our Company.

Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record
Date, have not provided the details of their demat accounts to our Company or to the Registrar, they
are required to provide their demat account details to our Company or the Registrar not later than
Friday, November 15, 2024, being two Working Days prior to the Issue Closing Date, i.e., Tuesday,
November 19, 2024 to enable the credit of the Rights Entitlements by way of transfer from the demat
suspense escrow account to their respective demat accounts by Monday, November 18, 2024 being
one working day before the Issue Closing Date, i.e., Tuesday, November 19, 2024.

Investors are advised to ensure that the Applications are submitted on or before the Issue Closing
Date. Our Company or the Registrar will not be liable for any loss on account of non-submission of
Applications on or before the Issue Closing Date. For details on submitting Application, see “Terms
of the Issue” on page 128.

The details of the Rights Entitlements with respect to each Eligible Shareholders can be accessed by
such respective Eligible Shareholders on the website of the Registrar to the Issue after keying in their
respective details along with other security control measures implemented there at. For further
details, please refer to the paragraph titled see ‘Credit of Rights Entitlements in demat accounts of
Eligible Shareholders’ under the section titled “Terms of the Issue” beginning on page 128 of this
Letter of Offer.

Please note that if no Application is made by the Eligible Shareholders of Rights Entitlements on or
before Issue Closing Date, such Rights Entitlements shall be lapsed and shall be extinguished after
the Issue Closing Date. No Equity Shares for such lapsed Rights Entitlements will be credited, even
if such Rights Entitlements were purchased from market and purchaser will lose the premium paid
to acquire the Rights Entitlements. Persons who are credited with the Rights Entitlements are
required to make an Application to apply for Equity Shares offered under Rights Issue for subscribing
to the Equity Shares offered under this Issue.

Changes in Auditors during last three years

Financial Year Name & Date of Date of Remarks

Address Appointment/ Cessation
Resignation
2022-23 Sunil K. Gupta AGM held on March 31, 2022 End of term of
& Associates, September 23, appointment
Chartered 2017
Accountants
2022-23 Pankaj Gupta & April 01, 2022 - Appointment
Co and Approved in
AGM held on
September 17,
51
 2022

Minimum Subscription

As the object of the Company is other than capital expenditure for a project, thus, our Company would
not be required to comply with the requirements of minimum subscription. However, the Promoter and
Promoter Group, by way of their letters dated July 29, 2024 (the “Subscription Letters”) have informed
that they will (i) subscribe and apply in the proposed rights issue to the full extent of their Rights
Entitlement or renounce their rights entitlement only to the extent of renunciation within the Promoter &
Promoter Group; (ii) Subscribe to Rights Entitlements, if any, which are renounced in their favor by any
other member(s) of the Promoter & Promoter Group; and (iii) Subscribe to additional Rights Equity
Shares in the Issue to the extent of at least Minimum Subscription of the Issue Size, subject to compliance
with the minimum public shareholding as prescribed under the Securities Contracts (Regulation) Rules,
1957 in the event of any under- subscription.

The Issue shall not result in a change of control of the management of our Company in accordance with
provisions of the SEBI Takeover Regulations. Our Company is in compliance with Regulation 38 of the
SEBI LODR Regulations and will continue to comply with the minimum public shareholding
requirements under applicable law, pursuant to this Issue.

…………………. This space has been left blank intentionally………………….

52
 CAPITAL STRUCTURE

The Share capital of our Company as on the date of this Letter of Offer is as provided below:
(Amount in Rs. Lakh)
S. Particulars Aggregate Aggregate
No. value at face value at Issue
value Price
1. AUTHORISED SHARE CAPITAL
90,00,00,000 Equity Shares of Re.1/- each 9,000.00 -
2. ISSUED, SUBSCRIBED & PAID-UP EQUITY SHARE
CAPITAL BEFORE THIS ISSUE
53,40,61,200 Equity Shares of Re. 1/- each 5,340.61 -
3. PRESENT ISSUE IN TERMS OF THIS LETTER OF
OFFER(1)
Up to 17,80,20,400 Rights Equity Shares, each at a premium 1,780.20 4,895.56
of Rs. 1.75/- per Rights Equity Share, i.e., at a price of Rs.
2.75/-/- per Rights Equity Share.
4. ISSUED, SUBSCRIBED, AND PAID-UP EQUITY
SHARE CAPITAL AFTER THIS ISSUE(2)
71,20,81,600 fully paid-up Equity Shares of Re. 1/- each 7,120.82 N.A.
SECURITIES PREMIUM ACCOUNT
Before this Issue 2,838.54
After the Rights Issue of Equity Shares 12,461.43(2)

Notes:
1. This Issue has been authorized by a resolution of our Board passed at its meeting held on June 05,
2024. The terms of the rights issue including the Rights Entitlement, Issue Price, etc. have been
approved by the Rights Issue Committee of the Board of Directors of our Company in its meeting
held on September 07, 2024.
2. Assuming full subscription for and Allotment of the Rights Equity Shares.
3. Subject to finalization of Basis of Allotment, Allotment, and deduction of Issue expenses.
4. The above figures are rounded off to two decimal places.

53
NOTES TO CAPITAL STRUCTURE

I. Details of options and convertible securities outstanding as on the date of this Letter of Offer.

There are no options and convertible securities outstanding, including any outstanding warrants
or rights to convert debentures, loans or other instruments convertible into our Equity Shares as
on the date of the Letter of Offer.

II. Details of Equity Shares held by our Promoter or Promoter Group have been locked-in,
pledged, or encumbered as of the date of this Letter of Offer.

There are no Equity Shares held by our Promoter & Promoter Group which have been locked,
pledged or encumbered as on the date of this Letter of Offer.

III. Except as disclosed below, no Equity Shares have been acquired by our Promoters or
Promoter Group in the last one year immediately preceding the date of this Letter of Offer:

Name of the Date of the Number of Equity Value (in Rs.) Nature of
Promoter/Pr Transaction Shares acquired Transaction
omoter
Group
Prabhat Modi December 27, 10,47,587 30,48,479 Open Market
2023 Acquisition
December 28, 11,00,000 32,56,000 Open Market
2023 Acquisition
December 29, 10,79,601 32,49,600 Open Market
2023 Acquisition
March 14, 2024 2,63,598 6,80,083 Open Market
Acquisition
March 21, 2024 2,25,000 5,76,000 Open Market
Acquisition
Raj Kumar Modi September 23, 5,00,000 23,10,000 Open Market
HUF 2024 Acquisition

IV. Subscription to this Issue by our Promoter and Promoter Group

Our Promoter and Promoter Group, by way of their letters dated July 29, 2024 (the “Subscription
Letters”) have informed the Company that they will (i) subscribe and apply in the proposed rights
issue to the full extent of their Rights Entitlement or renounce their rights entitlement only to the
extent of renunciation within the Promoter & Promoter Group; (ii) Subscribe to Rights
Entitlements, if any, which are renounced in their favor by any other member(s) of the Promoter
& Promoter Group; and (iii) Subscribe to additional Rights Equity Shares in the Issue to the extent
of at least Minimum Subscription of the Issue Size, subject to compliance with the minimum public
shareholding as prescribed under the Securities Contracts (Regulation) Rules, 1957 in the event of
any under- subscription.

54
 The acquisition of Rights Equity Shares by our Promoter and members of our Promoter Group,
over and above their Rights Entitlements, as applicable, or subscription to the unsubscribed
portion of this Issue, shall not result in a change of control of the management of our Company.
Our Company is in compliance with Regulation 38 of the SEBI Listing Regulations and will
continue to comply with the minimum public shareholding requirements under applicable law,
pursuant to this Issue.

V. The ex-rights price of the Rights Equity Shares, as computed in accordance with Regulation
10(4)(b) of the SEBI Takeover Regulations, is Rs. 4.12/- per Equity Share.

VI. All Equity Shares are fully paid-up and there are no partly paid-up Equity Shares outstanding as
on the date of this Letter of Offer. For details on the terms of this Issue, see “Terms of the Issue”
on page 128.

VII. At any given time, there shall be only one denomination of Equity Shares.

VIII. Shareholding pattern of our Company as per the latest quarterly filing with the Stock
Exchange in compliance with the provisions of the SEBI Listing Regulations:

i. The shareholding pattern of our Company as on September 30, 2024, can be accessed on
the website of the BSE at: https://www.bseindia.com/stock-share-price/pmc-fincorp-
limited/pmcfin/534060/shareholding-pattern/

ii. Details of the shareholders holding more than 1% of the issued and paid-up Equity
Share capital:
The same can accessed at:
https://www.bseindia.com/corporates/shpPublicShareholder.aspx?scripcd=534060&qtrid=
123.00&QtrName=September%202024

…………………. This space has been left blank intentionally………………….

55
 OBJECTS OF THE ISSUE

Our Company proposes to utilize the proceeds of the Rights Issue towards the following objects:

1. To augment our capital base and provide for our fund requirements for increasing our operational
scale with respect to our NBFC activities; and
2. General Corporate Purpose.
(Collectively, referred to hereinafter as the “Objects”)

We intend to utilize the gross proceeds raised through the Issue (the “Issue Proceeds”) after deducting
the Issue related expenses (“Net Proceeds”) for the abovementioned Objects.

The main objects and objects incidental or ancillary to the main objects as stated in the Memorandum of
Association enable the Company to undertake its existing activities and the activities for which the funds
are being raised by the Company through this Issue and the activities for which the borrowings proposed
to be prepaid in full or part from the Net Proceeds.

Issue Proceeds:
The details of the Issue Proceeds are set forth in the table below:
(Rs. in Lakhs)
Particulars Amount
Gross Proceeds from this Issue 4,895.56
Less: Estimated Issue related expenses 30.00
Total Net Proceeds* 4,865.56
* Assuming full subscription and Allotment with respect to the Rights Equity Shares.
#Rounded off to two decimal places.

Requirement of funds and utilization of Net Proceeds

The proposed utilization of the Net Proceeds is set forth in the table below:
(Rs. in Lakhs)
Particulars Amount#
To augment our capital base and provide for our fund requirements for increasing our 4,765.56
operational scale with respect to our NBFC activities.
General corporate purposes* 100.00
Total Net Proceeds 4,865.56
*Subject to finalization of the Basis of Allotment and the Allotment of the Rights Equity Shares. The
amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds.
#Rounded off to two decimal places.

Means of Finance

Our Company proposes to meet the entire requirement of funds for the proposed Objects of the Issue
from the Net Proceeds. Accordingly, our Company confirms that there is no requirement to make firm
arrangements of finance through verifiable means towards at least 75% of the stated means of finance,
excluding the amount to be raised from the Issue.
56
DETAILS OF THE OBJECTS OF THIS ISSUE

The details in relation to Objects of this Issue are set forth herein below:

1. To augment our capital base and provide for our fund requirements for increasing our
operational scale with respect to our NBFC activities.

We are a RBI Registered NBFC involved in the business of equity and debt investments, trading in
securities and providing unsecured financing to individuals and small businesses. The capital adequacy
norms issued by the RBI, is not applicable to our company as we are a Non-systematically important
non-Deposit Taking NBFC categorized as Investment and Credit Company i.e. ICC. We propose to
augment our capital base by Rs. 4,765.56 Lakh through this Issue and utilize the funds raised to further
increase the operational scale of its business of NBFC activities, Investments & Trading of Securities.

The amount raised will primarily be used to expand our business operations. Our company’s purpose is
to expand its investments portfolio and further align the company towards investments and capital market
activities. This is expected to further boost the company’s growth trajectory.

With the Issue Proceeds our Company envisages increasing its lending/ financing portfolio qualitatively
and quantitatively to target eligible clients for secured and unsecured loans. The Company also seeks to
utilize the amounts raised to increase its present investment & trading portfolio by making short term and
long-term investments & trades in form of Equity of listed and unlisted companies, Strategic investments,
Debt, Derivatives, and other instruments/ Securities. Our investment scope and strategy depend on the
opportunities and market conditions; both long term and short term and we invest in variety of sectors.
There are no prefixed criteria or predefined limitations to the Company’s investments. Besides we aim
to leverage the combined experience of our network of professionals and Board members to make
strategic investments in areas of growth and transformation with a long-term perspective.

2. General corporate purposes

Our Company intends to deploy the balance Net Proceeds towards general corporate purposes, subject to
such utilization not exceeding 25% of the Issue Proceeds, in compliance with applicable laws, to drive
our business growth, including, amongst other things, (a) funding growth opportunities, including
strategic initiatives; (b) meeting any expenses incurred in the ordinary course of business by our
Company and its Subsidiaries, including salaries and wages, rent, administration expenses, insurance
related expenses, vendor payments and payment of taxes and duties; (c) meeting our working capital
requirements including payment of interest on borrowings; (d) meeting of exigencies which our Company
may face in course of any business, (e) brand building and other marketing expenses; and (f) any other
purpose as permitted by applicable laws and as approved by our Board or a duly appointed committee
thereof. Our management, in response to the competitive and dynamic nature of the industry, will have
the discretion to revise its business plan from time to time and consequently our funding requirement and
deployment of funds may change. This may also include rescheduling the proposed utilization of Net
Proceeds. Our management, in accordance with the policies of our Board, will have flexibility in utilizing
the proceeds earmarked for general corporate purposes. In the event that we are unable to utilize the entire
57
amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilize such
unutilized amount in the subsequent Fiscals.

Strategic or Financial Partners

There are no strategic or financial partners to the Objects of the Issue.

Deployment of funds

The following table provides for the proposed deployment of Net Proceeds and other funds, to be raised
after deducting Issue related expenses.

Particulars Amount proposed to Proposed schedule for

be funded from Net deployment of the Net
Proceeds at Proceeds at
Application# Application#
Financial Year
2024-25
To augment our capital base and provide for our 4,765.56 By March 31,
fund requirements for increasing our operational 2025
scale with respect to our NBFC activities.
General corporate purposes* 100.00 By March 31,
2025
30.00 By March 31,
Issue Expenses
2025
Total 4,895.56
#Rounded off to two decimal places.

Bridge Financing Facilities

Our Company has not availed any bridge loans from any banks or financial institutions as on the date of
this Letter of Offer.

Interim Use of Net Proceeds

Our Company, in accordance with the policies formulated by our Board from time to time, will have
flexibility to deploy the Net Proceeds. Pending utilization of the Net Proceeds for the purposes described
above, our Company intends to and will deposit the Net Proceeds only with scheduled commercial banks
included in the second schedule of the Reserve Bank of India Act, 1934, as may be approved by our
Board.

58
Estimated Issue related expenses:

The total expenses of the Issue are estimated to be Rs. 30.00 Lakhs. The break-up of the Issue expenses
is as follows:
(Unless otherwise specified, in Rs. lakhs)
S. No. Particulars Amount Percentage of total Percentage of
estimated Issue Issue Size
expenditure (%) (%)
1. Fee to the legal advisors, other 13.00 43.33 0.27
professional service providers and
Registrar to the Issue
2. Advertising, marketing expenses, 7.00 23.33 0.14
shareholder outreach, etc.
3. Fees payable to regulators, 7.00 23.33 0.14
including depositories, Stock Exchanges
and SEBI
4. Other expenses (including 3.00 10.00 0.06
miscellaneous expenses and stamp duty)
Total estimated Issue related expenses 30.00 100.00 0.61
Note : Subject to finalization of Basis of Allotment. In case of any difference between the estimated Issue
related expenses and actual expenses incurred, the shortfall or excess shall be adjusted with the amount
allocated towards general corporate purposes.

Interest of Promoters, Promoter Group and Directors, as applicable to the objects of the Issue

No part of the Net Proceeds will be paid by our Company as consideration to our Promoters and Promoter
Group, Directors, Key Managerial Personnel of our Company.

………………….This space has been left blank intentionally………………….

59
 STATEMENT OF SPECIAL TAX BENEFITS

To,
The Board of Directors,
PMC Fincorp Limited
B-10, VIP Colony,
Civil Lines, Rampur,
Uttar Pradesh – 244901, India

Subject: Report on statement of possible special tax benefits (“the Statement”) available to PMC
Fincorp Limited (“Company”), subsidiary and its shareholders, prepared in accordance with the
requirement under Schedule VI of Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (“the ICDR Regulations”).

1. The accompanying Statement (Refer annexure 1) of Special Tax Benefits available to the Company,
its subsidiary and its Shareholders (hereinafter referred to as “the Statement”) under the Income-
tax Act, 1961 (read with Income Tax Rules, circulars, notifications) as amended by the Finance Act,
2021 (hereinafter referred to as “ IT Act”), and the Central Goods and Services Tax Act, 2017,
Integrated Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017,
Customs Act, 1962, Customs Tariff Act, 1975 as amended, including the relevant rules, notifications
and circulars issued there under, the Foreign Trade (Development and Regulation) Act, 1992 (read
with Foreign Trade Policy 2015-20) (collectively referred as "Indirect Tax Regulations") as on the
signing date, for inclusion in the Draft Letter of Offer and Letter of Offer (“Offer Document”)
prepared in connection with the Offer, has been prepared by the management of the Company in
connection with the Offer, which we have initialed for identification purposes.

Management’s Responsibility

2. The preparation of this Statement as on the date of our report which is to be included in the Offer
Document is the responsibility of the management of the Company and has been approved by the
Board of Directors of the Company at its meeting held on June 06, 2024, for the purpose set out in
paragraph 9 below. The management’s responsibility includes designing, implementing and
maintaining internal control relevant to the preparation and presentation of the Statement, and
applying an appropriate basis of preparation; and making estimates that are reasonable in the
circumstances. The Management is also responsible for identifying and ensuring that the Company
complies with the laws and regulations applicable to its activities.

Auditor’s Responsibility

3. Our work has been carried out in accordance with Standards on Auditing, the ‘Guidance Note on
Reports or Certificates for Special Purposes (Revised 2016)’ and other applicable authoritative
pronouncements issued by the Institute of Chartered Accountants of India (the “ICAI”). The
Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by
60
 the ICAI.

4. Pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations 2018, as amended (the “SEBI ICDR Regulations”) and the Companies
Act 2013 (‘Act’), it is our responsibility to report whether the Statement prepared by the Company,
presents, in all material respects, the possible special tax benefits available to the Company and its
shareholders, in accordance with the Act as at the date of our report.

5. We have complied with the relevant applicable requirements of the Standard on Quality Control
(SQC) 1, Quality Control for Firms that Performs Audits and Reviews of Historical Financial
information and Other Assurance and Related Services Engagements issued by the ICAI.

6. Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with
the Act and the Regulations in connection with the Offer.

Inherent Limitations

7. We draw attention to the fact that the Statement includes certain inherent limitations that can
influence the reliability of the information.

Several of the benefits mentioned in the accompanying Statement are dependent on the Company or
its shareholders fulfilling the conditions prescribed under the relevant provisions of the tax laws.
Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon
fulfilling such conditions, which may or may not be fulfilled. The benefits discussed in the
accompanying Statement are not exhaustive.

The Statement is only intended to provide general information to the investors and is neither designed
nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax
consequences and the changing tax laws, each investor is advised to consult his or her own tax
consultant with respect to the specific tax implications arising out of their participation in the Offer.

Further, we give no assurance that the revenue authorities/courts will concur with our views
expressed herein. Our views are based on the existing provisions of law and its interpretation, which
are subject to change from time to time. We do not assume responsibility to update the views
consequent to such changes.

Opinion

8. In our opinion, the Statement prepared by the Company presents, in all material respects, the special
tax benefits available, to the Company and its shareholders, in accordance with the Act as at the date
of our report.

Considering the matter referred to in paragraph 8 above, we are unable to express any opinion or
provide any assurance as to whether:

61
 (i) The Company, its subsidiary or its shareholders will continue to obtain the benefits per the
Statement in future; or

(ii) The conditions prescribed for availing the benefits as per the Statement have been/would be met
with.

Restriction on Use

9. This report is addressed to and is provided to enable the Board of Directors of the Company to include
this report in the Offer Documents, prepared in connection with the Offer to be filed by the Company
with the Securities and Exchange Board of India, and the concerned stock exchanges. 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 report is shown or into whose hands it may come without our prior consent in
writing.

For Pankaj Gupta & Co.

Chartered Accountants
Firm’s Registration Number: 019302N
Sd/-
CA. Pankaj Gupta
(Partner)
Membership No. 501398
Delhi
August 27, 2024
UDIN: 24501398BKAHNQ6078
Certificate No: PGC/2024-25/183

Annexure 1

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO PMC FINCORP LIMITED

(THE “COMPANY”) AND ITS SHAREHOLDERS UNDER THE APPLICABLE TAX LAWS IN
INDIA

Outlined below are the special tax benefits available to the Company and its shareholders under the Act
applicable for the Financial Year 2023-24. These possible special tax benefits are dependent on the
Company or its shareholders fulfilling the conditions prescribed under the Act.

I. Under the Income tax Act, 1961 (the IT Act) (hereinafter referred to as "the Act") as amended
from time to time, applicable for the Financial Year 2023-24 relevant to Assessment Year 2024-
25.

A. Special tax benefits available to the Company under the Act.

62
 1. Lower Corporate tax rate under section 115BAA

A new Section 115BAA has been inserted by the Taxation Laws (Amendment) Act 2019 (the
Amendment Act, 2019) w.e.f. April 01, 2020 granting an option to domestic company to compute
corporate tax at a reduced rate of 25.17% (22 % plus surcharge of 10% and cess of 4%), provided
such companies do not avail specified exemption/ incentives (e.g. deduction under Section 10AA,
32 (1) (iia), 33ABA, 35(2AB), 80-IA etc)

The Amendment Act, 2019 further provides that domestic companies availing such option will not
be required to pay Minimum Alternate Tax (MAT) under Section 115JB. The CBDT has further
issued Circular 29/2019 dated October 02,2019 clarifying that since the MAT provision under
Section 115JB itself would not apply where domestic company exercises option of lower tax rate
under Section 115BAA, MAT Credit would not be available; Corresponding amendment has been
inserted under Section 115JAA dealing with MAT credit.

The Company is eligible to exercise the above option.

B. Special tax benefits available to the shareholders.

There are no special tax benefits available to the shareholders of the Company under the Act.

Notes:
1. The above statement of possible special tax benefits sets out the provisions of Tax Laws in a
summary manner only and is not a complete analysis of listing of all the potential tax
consequences of the purchase, ownership and disposal of shares.

2. The ability of the Company or its shareholders to derive the tax benefits is dependent upon
fulfilling such conditions, which based on the business imperatives, the Company or its
shareholders may or may not choose to fulfil.

3. The above statement of possible special tax benefits is as per the current direct tax laws relevant
for the assessment of 2023-24. Several of these benefits are dependent on the Company or its
Shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax Laws.

4. The Company has evaluated and decided to exercise the option permitted under Section 115BAA
of the Act for the purpose of computing its income-tax liability for the Financial Year 2023-24
and accordingly, the special direct tax benefits, available for Financial Year 2023-24, are
captured to the extent the same are relevant to a Company exercising such option. In this regard,
it may also be noted that such option for Financial Year 2023-24 is already exercised by the
Company. The option once exercised cannot be subsequently withdrawn for the Same or any
other Financial Year.

II. Indirect tax (Indirect tax regulations)

The Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017,
respective State Goods and Services Tax Act, 2017, Customs Act, 1962, Customs Tariff Act, 1975
63
 as amended, including the relevant rules, notifications and circulars issued there under, the Foreign
Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy 2015-20 “FTP”)
(collectively referred as "Indirect Tax Regulations")

There are no special tax benefits available to the Company under the above mentioned regulations.

A. Special tax benefits available to shareholders of the Company under indirect tax regulations in
India

The shareholders of the Company are not eligible to any special tax benefits under Indirect Tax
Regulations

Notes:
1. This statement is intended only to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual
nature of tax consequences, each investor is advised to consult his or her tax advisor with respect
to specific tax consequences of his/her investment in the shares of the Company.

2. No assurance is given that the revenue authorities/courts will the view expressed herein. The
views are based on the existing provisions of law and its interpretation, which are subject to
change from time to time. We do not assume responsibility to update the Views consequent to
such changes. The above statement of possible special tax benefits sets out the provisions of Tax
Laws in a summary manner only and is not a complete analysis of listing of all the potential tax
consequences of the purchase, ownership and disposal of shares.

3. The ability of the Company or its shareholders to derive the tax benefits is dependent upon
fulfilling such conditions, which based on the business imperatives, the Company or its
shareholders may or may not choose to fulfil.

4. The special tax benefits discussed in the Statement are not exhaustive and is only intended to
provide general information to the investors and hence, is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of the tax consequences
aid the changing tax laws, each investor is advised to consult his or her own tax consultant with
respect to the specific tax implications arising out of their participation in the issue.

5. The Statement has been prepared on the basis that the shares of the Company are listed on a
recognized stock exchange in India and the Company will be issuing shares.

6. The Statement is prepared on the basis of information available with the management of the
Company and there is no assurance that:
• the Company or its shareholders will continue to obtain these benefits in future;
• the conditions prescribed for availing the benefits have been/ would be met with; and
• the revenue authorities/courts will concur with the view expressed herein.

7. The above views are based on the existing provisions of law and its interpretation, which are
64
 subject to change from time to time.

8. The above Statement of Special Tax Benefits sets out the provisions of law in a summary manner
only and is not a complete analysis or listing of all potential tax consequences of the purchase,
ownership and disposal of shares.

…………………. This space has been left blank intentionally………………….

65
 SECTION IV: DETAILS OF BUSINESS

INDUSTRY OVERVIEW

The information in this section has been extracted from various websites and publicly available
documents from various industry sources. The data may have been re-classified by us for the purpose of
presentation. None of the Company and any other person connected with the Issue have independently
verified this information. Industry sources and publications generally state that the information
contained therein has been obtained from believed to be reliable, but their accuracy, completeness, and
underlying assumptions are not guaranteed, and their reliability cannot be assured. Industry sources and
publications are also prepared based on information as of specific dates and may no longer be current
or reflect current trends. Industry sources and publications may also base their information on estimates,
projection forecasts, and assumptions that may prove to be incorrect. Accordingly, investors should not
place undue reliance on information, and investment decisions should not based on such information.

1) MACRO ECONOMIC OVERVIEW

(a) Global Economy

Global growth is projected at 3.1 percent in 2024 and 3.2 percent in 2025, with the 2024 forecast
0.2 percentage point higher than that in the October 2023 World Economic Outlook (WEO) on
account of greater- than-expected resilience in the United States and several large emerging
market and developing economies, as well as fiscal support in China. The forecast for 2024–25
is, however, below the historical (2000–19) average of 3.8 percent, with elevated central bank
policy rates to fight inflation, a withdrawal of fiscal support amid high debt weighing on
economic activity, and low underlying productivity growth. Inflation is falling faster than
expected in most regions, in the midst of unwinding supply-side issues and restrictive monetary
policy. Global headline inflation is expected to fall to 5.8 percent in 2024 and to 4.4 percent in
2025, with the 2025 forecast revised down.

With disinflation and steady growth, the likelihood of a hard landing has receded, and risks to
global growth are broadly balanced. On the upside, faster disinflation could lead to further easing
of financial conditions. Looser fiscal policy than necessary could imply temporarily higher
growth, but at the risk of a more costly adjustment later on. Stronger structural reform
momentum could bolster productivity with positive cross- border spillovers. On the downside,
new commodity price spikes from geopolitical shocks––including continued attacks in the Red
Sea––and supply disruptions or more persistent underlying inflation could prolong tight
monetary conditions. Deepening property sector woes in China or, elsewhere, a disruptive turn
to tax hikes and spending cuts could also cause growth disappointments.

Policymakers’ near-term challenge is to successfully manage the final descent of inflation to

target, calibrating monetary policy in response to underlying inflation dynamics and—where
wage and price pressures are clearly dissipating—adjusting to a less restrictive stance. At the
same time, in many cases, with inflation declining and economies better able to absorb effects of
fiscal tightening, a renewed focus on fiscal consolidation to rebuild budgetary capacity to deal
with future shocks, raise revenue for new spending priorities, and curb the rise of public debt is
66
 needed. Targeted and carefully sequenced structural reforms would reinforce productivity growth
and debt sustainability and accelerate convergence toward higher income levels. More efficient
multilateral coordination is needed for, among other things, debt resolution, to avoid debt distress
and create space for necessary investments, as well as to mitigate the effects of climate change.

On the global front, the US Federal Reserve (Fed) held policy rates steady in its September
meeting, after a 25 basis points hike in July but remains on the edge as the economy continues to
witness tight labour market conditions. S&P sees the policy rates remaining higher for longer
and does not expect the first rate cut till June 2024. According to flash estimates released by
Eurostat, inflation in the eurozone eased to 4.3% from 5.2% in August with prices easing in
several major categories. Inflation moderated in food (6.6% vs 7.8%), non-energy industrial
goods (4.2% vs. 4.7%) and services (4.7% vs. 5.5%). Prices of energy fell at a faster pace on-
year in September compared with the previous month (-4.7% vs. -3.3%). Core inflation,
excluding energy, food, alcohol, and tobacco, eased sharply to 4.5% compared with 5.3%.

While the risk of tight and volatile global financial conditions persists, India’s vulnerability to
these external shocks likely to be lower in Fiscal 2024-current account deficit -will likely be
pared this Fiscal on the back of lower crude oil prices. This, coupled with the RBI s adequate
forex reserves and the country’s good growth prospects, should cushion the impact of a global
spill over on Indian macroeconomic conditions. IMF has projected Indian economy to grow at
6.8% in FY 2024-2025
Source: International Monetary Fund Forecast https://www.imf.org/en/Publications/WEO; Last
Updated on 16th July 2024

(b)Indian Economy

Global economic activity is rebalancing and is expected to grow at a stable pace in 2024. Inflation
has been moderating unevenly, with services inflation staying elevated and slowing progress
towards targets.
Uncertainty on the pace and timing of policy pivots by central banks is keeping financial markets
volatile. Equity markets have touched new highs in both advanced and emerging market
economies. Non-energy commodity prices have firmed up, while the US dollar and bond yields
are exhibiting two-way movement with spillovers to emerging market currencies. Gold prices
have surged to record highs on safe haven demand.

According to the provisional estimates released by the National Statistical Office (NSO) on May
31, 2024, real gross domestic product (GDP) growth in Q4:2023-24 stood at 7.8 per cent as
against 8.6 per cent in Q3. Real GDP growth for 2023-24 was placed at 8.2 per cent. On the supply
side, real gross value added (GVA) rose by 6.3 per cent in Q4:2023-24. Real GVA recorded a
growth of 7.2 per cent in 2023- 24.

Going forward, high frequency indicators of domestic activity are showing resilience in 2024-
25. The south-west monsoon is expected to be above normal, which augurs well for agriculture
and rural demand. Coupled with sustained momentum in manufacturing and services activity,
this should enable a revival in private consumption. Investment activity is likely to remain on
track, with high-capacity utilisation, healthy balance sheets of banks and corporates,
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 Government’s continued thrust on infrastructure spending, and optimism in business sentiments.
Improving world trade prospects could support external demand. Headwinds from geopolitical
tensions, volatility in international commodity prices, and geoeconomic fragmentation, however,
pose risks to the outlook. Taking all these factors into consideration, real GDP growth for 2024-
25 is projected at 7.2 per cent with Q1 at 7.3 per cent; Q2 at 7.2 per cent; Q3 at 7.3 per cent; and
Q4 at 7.2 per cent (Chart 1). The risks are evenly balanced.

Headline inflation has seen sequential moderation since February 2024, albeit in a narrow
range from 5.1 per cent in February to 4.8 per cent in April 2024. Food inflation, however,
remains elevated due to persistence of inflation pressures in vegetables, pulses, cereals, and
spices. Deflation in fuel prices deepened during March-April, reflecting the cut in liquified
petroleum gas (LPG) prices. Core (CPI excluding food and fuel) inflation eased further to 3.2
per cent in April, the lowest in the current CPI series, with core services inflation also falling to
historic lows.

Looking ahead, overlapping shocks engendered by rising incidence of adverse climate events
impart considerable uncertainty to the food inflation trajectory. Market arrivals of key rabi crops,
particularly pulses and vegetables, need to be closely monitored in view of the recent sharp upturn
in prices. Normal monsoon, however, could lead to softening of food inflation pressures over the
course of the year. Pressure from input costs have started to edge up and early results from
enterprises surveyed by the Reserve Bank expect selling prices to remain firm. Volatility in crude
oil prices and financial markets along with firming up of non-energy commodity prices pose
upside risks to inflation. Taking into account these factors, CPI inflation for 2024-25 is projected
at 4.5 per cent with Q1 at 4.9 per cent; Q2 at 3.8 per cent; Q3 at 4.6 per cent; and Q4 at 4.5 per
cent (Chart 2). The risks are evenly balanced.
Source: RBI Monetary Policy Statement dated 21st June 2024
https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=58136;

(c) Indian Economy Outlook

India to witness GDP growth of 6.0 per cent to 6.8 per cent in 2023-24, depending on the
trajectory of economic and political developments globally.

India’s recovery from the pandemic was relatively quick, and growth in the upcoming year will
be supported by solid domestic demand and a pickup in capital investment. Aided by healthy
financials, incipient signs of a new private sector capital formation cycle are visible and more
importantly, compensating for the private sector’s caution in capital expenditure, the government
raised capital expenditure substantially. Budgeted capital expenditure rose 2.7 times in the last
seven years, from FY16 to FY23, reinvigorating the Capex cycle. Structural reforms such as the
introduction of the Goods and Services Tax and the Insolvency and Bankruptcy Code enhanced
the efficiency and transparency of the economy and ensured financial discipline and better
compliance. Global growth is forecasted to slow from 3.2 per cent in 2022 to 2.7 per cent in 2023
as per IMF’s World Economic Outlook, October 2022. A slower growth in economic output
coupled with increased uncertainty will dampen trade growth. This is seen in the lower forecast
for growth in global trade by the World Trade Organisation, from 3.5 per cent in 2022 to 1.0 per
cent in 2023. On the external front, risks to the current account balance stem from multiple
sources. While commodity prices have retreated from record highs, they are still above pre-
68
conflict levels. Strong domestic demand amidst high commodity prices will raise India’s total
import bill and contribute to unfavourable developments in the current account balance. These
may be exacerbated by plateauing export growth on account of slackening global demand. Should
the current account deficit widen further, the currency may come under depreciation pressure.
Entrenched inflation may prolong the tightening cycle, and therefore, borrowing costs may stay
‘higher for longer’. In such a scenario, global economy may be characterised by low growth in
FY24. However, the scenario of subdued global growth presents two silver linings – oil prices will
stay low, and India’s CAD will be better than currently projected. The overall external situation
will remain manageable.

The growth story is inclusive when it creates jobs. The employment levels have risen in the
current financial year, as the Periodic Labour Force Survey (PLFS) shows that the urban
unemployment rate for people aged 15 years and above declined from 9.8 per cent in the quarter
ending September 2021 to 7.2 per cent one year later (quarter ending September 2022). This is
accompanied by an improvement in the labour force participation rate (LFPR) as well,
confirming the emergence of the economy out of the pandemic-induced slowdown early in FY23.

In FY21, the Government announced the Emergency Credit Line Guarantee Scheme, which
succeeded in shielding micro, small and medium enterprises from financial distress. A recent
CIBIL report (ECLGS Insights, August 2022) showed that the scheme has supported MSMEs in
facing the COVID shock, with 83 per cent of the borrowers that availed of the ECLGS being
micro-enterprises. Among these micro units, more than half had an overall exposure of less than
Rs10 lakh. Furthermore, the CIBIL data also shows that ECLGS borrowers had lower non-
performing asset rates than enterprises that were eligible for ECLGS but did not avail of it.

Further, the GST paid by MSMEs after declining in FY21 has been rising since and now has
crossed the pre-pandemic level of FY20, reflecting the financial resilience of small businesses
and the effectiveness of the pre-emptive government intervention targeted towards MSMEs.
Moreover, the scheme implemented by the government under the Mahatma Gandhi National
Rural Employment Guarantee Act (MGNREGA) has been rapidly creating more assets in respect
of “Works on individual’s land” than in any other category. In addition, schemes like PM-
KISAN, which benefits households covering half the rural population, and PM Garib Kalyan
Anna Yojana have significantly contributed to lessening impoverishment in the country. The
UNDP Report of July 2022 stated that the recent inflationary episode in India would have a low
poverty impact due to well-targeted support. In addition, the National Family Health Survey
(NFHS) in India shows improved rural welfare indicators from FY16 to FY20, covering aspects
like gender, fertility rate, household amenities, and women empowerment. So far, India has
reinforced the country’s belief in its economic resilience as it has withstood the challenge of
mitigating external imbalances caused by the Russian-Ukraine conflict without losing growth
momentum in the process. India’s stock markets had a positive return in CY22, unfazed by
withdrawals by foreign portfolio investors. India’s inflation rate did not creep too far above its
tolerance range compared to several advanced nations and regions. India is the third-largest
economy in the world in PPP terms and the fifth- largest in market exchange rates. As expected
of a nation of this size, the Indian economy in FY23 has nearly “recouped” what was lost,
“renewed” what had paused, and “re-energised” what had slowed during the pandemic and since
the conflict in Europe.

69
 The global economy battles through a unique set of challenges. There are six distinct challenges
faced by the Global Economy. The three challenges like COVID-19 related disruptions in
economies, Russian- Ukraine conflict, and its adverse impact along with disruption in supply
chain, mainly of food, fuel and fertilizer and the Central Banks across economies led by Federal
Reserve responding with synchronised policy rate hikes to curb inflation, leading to appreciation
of US Dollar and the widening of the Current Account Deficits (CAD) in net importing
economies. The fourth challenge emerged as faced with the prospects of global stagflation,
nations, feeling compelled to protect their respective economic space, thus slowing cross-border
trade affecting overall growth. It adds that all along, the fifth challenge was festering as China
experienced a considerable slowdown induced by its policies. The sixth medium-term challenge
to growth was seen in the scarring from the pandemic brought in by the loss of education and
income-earning opportunities.

Like the rest of the world, India, too, faced this extraordinary set of challenges but withstood them
better than most economies. In the last eleven months, the world economy has faced almost as
many disruptions as caused by the pandemic in two years. The conflict caused the prices of
critical commodities such as crude oil, natural gas, fertilisers, and wheat to soar. This
strengthened the inflationary pressures that the global economic recovery had triggered, backed
by massive fiscal stimuli and ultra-accommodative monetary policies undertaken to limit the
output contraction in 2020. Inflation in Advanced Economies (AEs), which accounted for most
of the global fiscal expansion and monetary easing, breached historical highs. Rising commodity
prices also led to higher inflation in the Emerging Market Economies (EMEs), which otherwise
were in the lower inflation zone by virtue of their governments undertaking a calibrated fiscal
stimulus to address output contraction in 2020. It is also seen that Inflation and monetary
tightening led to a hardening of bond yields across economies and resulted in an outflow of equity
capital from most of the economies around the world into the traditionally safe-haven market of
the US. The capital flight subsequently led to the strengthening of the US Dollar against other
currencies, the US Dollar index strengthened by 16.1 per cent between January and September
2022. The consequent depreciation of other currencies has been widening the CAD and
increasing inflationary pressures in the net importing economies.

The Indian economy is well placed to grow faster in the coming decade once the global shocks
of the pandemic and the spike in commodity prices in 2022 faded away. With improved and
healthier balance sheets of the banking, non-banking and corporate sectors, a fresh credit cycle
has already begun, evident from the double-digit growth in bank credit over the past months.
Indian economy has also started benefiting from the efficiency gains resulting from greater
formalisation, higher financial inclusion, and economic opportunities created by digital
technology-based economic reforms. Hence the outlook of Indian economy is much better than
many developing nations.
Source: Economic Survey 2022-23, Government of India; July 2024 released
file:///C:/Users/Sabyasachi%20Rath/Downloads/Economic%20Survey%20Complete%20PDF.pdf

2) NBFC SECTOR OVERVIEW

(a) Evolution in NBFC Categorisation

70
 NBFCs have emerged as the crucial source of finance for a large segment of the population,
including SMEs and economically unserved and underserved people. They have managed to
cater to the diverse needs of the borrowers in the fastest and most efficient manner, considering
their vast geographical scope, understanding of the various financial requirements of the people
and extremely fast turnaround times. Non-bank money lenders have played an important role in
the financial inclusion process by supporting the growth of millions of MSMEs and
independently employing people. The sector has grown significantly, with a number of players
with heterogeneous business models starting operations. The last few years have seen a
transformation in the Indian financial services landscape. The increasing penetration of neo-
banking, digital authentication, rise of UPI and mobile phone usage as well as mobile internet has
resulted in the modularisation of financial services, particularly credit.

As of 30 September 2023, there were a total of 93561 NBFCs registered with the Reserve Bank
of India (RBI). Based on liability structure, NBFCs have been traditionally categorised into
deposit-taking NBFCs (NBFCs-D), which are allowed to raise term deposits and non-deposit-
taking NBFCs (NBFCs- ND). In October 2021, the RBI introduced a scale-based regulation for
NBFCs to align its regulatory framework and further classify these financial institutions based
on their evolving risk profile, considering the evolution of NBFCs with regard to size, complexity
and interconnection within the financial sector. This framework categorises:
a. NBFCs in the base layer (NBFC-BL) with assets less than INR 1,000 crore
b. Middle layer (NBFC-ML) with assets more than INR 1,000 crore
c. Upper layer (NBFC-UL) and top layer (NBFC-TL) which are specifically identified by the RBI
based on a set of parameters and scoring methodology A list of 16 NBFCs-UL, identified as per
the methodology specified in scale-based regulation for NBFCs, was released on 30 September
2022
Scale Based Approach Proposed for NBFCs

Source: RBI, CRISIL MI&A

Regulatory distinction between banks and NBFCs

NBFC NBFC D Banks (Base l-III)

ND SI
71
 Minimum net owned funds 20 million 20 million N.A.
Capital adequacy 15.0% 15.0% 11.5%
Tier I capital 10.0% 10.0% 9.5%
Stage III assets 90 days# 90 days# 90 days
Cash reserve ratio (CRR) N.A. N.A. 3.0%
Statutory liquidity N.A. 15.0% 18.00%
ratio (SLR)
Priority sector N.A. N.A. 40% of advances
SARFAESI eligibility Yes* Yes* Yes
Exposure norms (% of NOF) Single borrower: Single Single borrower: 15%
15% borrower: 15%
(+5% for infrastructure
(+10% for IFC) projects)
Group of Group of Group of borrowers:
borrowers: 25% borrowers: 25% 30% (+10% for
(+15% for IFC) infrastructure
projects)
Note: NA - Not applicable
*The Ministry of Finance, in its union budget for 2021, proposed that the SARFAESI threshold
be reduced from Rs. 5 million to Rs. 2 million.
# Discretion with the audit committee of NBFCs to defer stage 3
classification beyond 90+dpd Source: CRISIL MI&A
The RBI has taken a balanced view, and instead of going for a one-size-fits-all approach, it has
opted for differential regulations based on the size and systemic importance of an NBFC.
Furthermore, the importance of NBFCs in providing credit to underserved customers has been
recognized. The RBI has not proposed imposition of CRR and SLR on NBFCs, which would
come as a relief to NBFCs.

(b)Growth of NBFCs

As per CRISIL projection NBFC credit to grow at 12%-14% between Fiscal 2023 and Fiscal
2025. The credit growth will be driven by the retail vertical, including housing, auto, MSME and
microfinance segments. Rapid revival in the economy is expected to drive consumer demand in
Fiscal 2024, leading to healthy growth for NBFCs. Moreover, organic consolidation is underway
with larger NBFCs gaining share with some of the merger and acquisition in the NBFC space.

72
 NBFC credit to grow at CAGR 12-14% between Fiscals 2023 and 2025

The NBFC sector has, over the years, evolved considerably in terms of size, operations,
technological sophistication, and entry into newer areas of financial services and products. The
number of NBFCs as well as the size of the sector have grown significantly, with several players
with heterogeneous business models starting operations.

After a moderation in growth post pandemic, NBFCs are back on track with an estimated credit
growth of 12- 13% during Fiscal 2023. Going ahead it is expected the growth trend to continue
with credit growth at 13-14% during Fiscal 2024. The industry will continue to witness the
emergence of newer NBFCs catering to specific customer segments. The COVID-19 pandemic
and consequent acceleration in both adoption of technology and change in consumer habits as
well as increasing availability of data for credit decision-making has made it possible to build an
NBFC lending business without investing large sums to have brick-and-mortar presence on the
ground. Overall, between Fiscal 2023 to Fiscal 2025, it is forecasted that overall NBFC credit to
grow at a CAGR of 12%-14%. Further, retail credit given out by NBFCs is forecast to grow at a
pace of 13%-15% CAGR over the same time.

b) Rising Middle India population to help sustain growth

Proportion of Middle India (defined as annual household income between Rs 0.2 Mn to Rs 1 Mn)
is on a rise over the last decade and is expected to grow further with continuous increase in GDP
and household incomes. It is estimated that there were 41 million households in India in this
category as at the end of Fiscal 2012, and by the end of Fiscal 2030, it is projected this figure
will increase to 181 million households translating into a compound annual growth rate (CAGR)
of 9% over this time period. This growth in the number of middle-income households is expected
to lead to enhanced opportunities for retail and MSME financiers as well as consumer goods
marketers. A large number of these households, which have entered the middle-income bracket
in the last few years, are likely to be from semi-urban and rural areas. The rise in incomes in these
areas is also evident when one observes the trend in share of deposits coming into banks.

It is estimated that the improvement in the literacy levels, increasing access to information and
awareness, increases in the availability of necessities, such as electricity, cooking gas, and toilets,
and the improvement in road infrastructure has led to an increase in aspirations of Middle India,
which is likely to translate into increased opportunities for financial service providers. In fact,
some of these trends are already visible. Smart phone ownership, internet users and the proportion
of users accessing social media is increasing rapidly. Smaller cities and towns (with population
73
 less than 1 million) account for a significant portion of sales of e Retailers.

Middle India households to witness high growth from Fiscal 2012 to Fiscal 2030

(c) Credit Penetration in India

Systemic credit to grow by 10-12% between Fiscals 2023 and 2025

– Share of NBFC credit in overall systemic credit remained 18% in Fiscal 2023

(d)Retail Credit in India

The retail credit market in India stood at Rs 60 trillion as of fiscal 2023 and is rapidly growing at a
CAGR of 14.3% during Fiscals 2018 and 2023. Retail credit growth in Fiscal 2020 was around
approximately 16.3% which came down to approximately 9.5% in Fiscal 2021. However, post-
pandemic, retail credit growth revived back to reach approximately 11.3% in Fiscal 2022. In
Fiscal 2023, retail credit has grown at approximately 19-20% year on year basis. The Indian retail
credit market has grown at a strong pace over the last few years and is expected to further grow
at a CAGR of 13-15% between fiscal 2023 to fiscal 2025 and reach a size of Rs 77 trillion by FY
2025. Moreover, the increasing demand and positive sentiments in the Indian retail credit market,
presents an opportunity for both banks and NBFCs to broaden their investor base. Share of NBFC
74
 credit in the overall systemic credit remained @ 18% in Fiscal 2023.
Retail Credit accounts for 32% of overall systemic credit for Fiscal 2023.

Retail Credit Growth to continue a strong footing in Fiscal 2024

Systemic non retail credit to grow with lower growth

(e) Digital Payments to revolutionises NBFC lending

Digital payments have witnessed substantial growth. The share of different channels in domestic
money transfer has changed significantly over the past five years. Banks, for example, are

75
witnessing a change in customer behavior with fewer customers visiting bank branches for
transactions. This change in behavior was led by demonetisation when cash transactions slowed
down, many new accounts were opened, and digital banking witnessed a surge in use and
continued its growth trajectory. Post- COVID- 19, with consumers preferring to transact digitally
rather than engage in physical exchange of any paper or face-to-face contact, digital transactions
have received another shot in the arm.

Between Fiscal 2018 and 2023, the volume of digital payments transactions has increased from
Rs14.6 billion to Rs 113.9 billion, causing its share in overall payment transactions to increase
from 59% in Fiscal 2018 to 99% in Fiscal 2023. During the same period, value of digital
transactions has increased from Rs 1,371 trillion in Fiscal 2018 to 2,087 trillion in Fiscal 2023.
Trend in volume of digital payments

Note: Digital Payments includes RTGS payments, Credit transfers (AePS, APBS, ECS Cr, IMPS,
NACH, NEFT, UPI), Debit Transfers (BHIM, ECS Dr, NACH Dr, NETC), Card Payments
(Debit and Credit Cards) and Prepaid Payments Instruments
– Trend in value of digital payments

Note: Digital Payments includes RTGS payments, Credit transfers (AePS, APBS, ECS Cr,
IMPS, NACH, NEFT, UPI), Debit Transfers (BHIM, ECS Dr, NACH Dr, NETC), Card
Payments (Debit and Credit Cards) and Prepaid Payments Instruments Source: RBI, CRISIL
MI&A

Consumers are increasingly finding transacting through mobile convenient. It is expected that
the share of mobile banking and prepaid payment instruments to increase dramatically over the
coming years. In addition, it is estimated that improved data connectivity, low digital payment
penetration and proactive government measures to drive digitalisation in the country,
transforming it into a cashless economy.

The value of digital transactions as a proportion of private consumption expenditure in between

Fiscal 2016 and Fiscal 2023 also rose from 1,132% to 1,265%, which shows that the usage of
digital transactions for consumption has been on the rise over the past few years.
76
 Digital Transaction Value as a % of Private Final Consumption Expenditure (PFCE)

Note: PFCE is based on current prices; Source: RBI, CRISIL MI&A

(f) Adoption of Digital Lending Practices by NBFCs

The NBFC sector in India stands at a juncture of significant transformation, driven by robust
economic growth, a conducive policy environment and an increasing emphasis on financial
inclusion. As these financial institutions continue to diversify their portfolio and adapt to the
changing market dynamics, they will be prolonged to play a crucial role. Digital will drive the
NBFC growth story, with use cases adopted across the value chain from sourcing to loan
closure/cross-sell and upsell. Hyper-personalisation of services, adoption of regional languages,
product innovation and partnerships will drive growth. The evolving customer persona in terms
of a mobile-first approach, rise of influencers in the digital space and demand for seamless and
instant service will drive the NBFC growth story. Partnerships and platforms will be crucial for
NBFCs for sourcing and India Stack will be crucial for underwriting, KYC and portfolio
monitoring. The digital age will necessitate stronger cyber and data protection practices to ensure
sustainable operations. The digital story will drive NBFCs from the perspective of experience,
increased sourcing avenues, operational efficiency and risk management.

(g) Lead Generation and Customer On Boarding

Most of the NBFCs have implemented multiple applications that work together to provide an
integrated customer experience. These applications include customer-facing mobile apps,
customer relationship management (CRM) systems for lead generation, lead management
solutions, digital onboarding solutions, loan origination systems and even elements of core
banking solutions to cover significant parts of the customer journey. To generate leads, NBFCs
have formed partnerships with multiple sourcing platforms, allowing them to reach a larger
number of potential customers. One of the leading NBFCs in the home loan segments has 93 per
cent of the customers registered on mobile applications. For customer onboarding, NBFCs are
leveraging paperless processes by utilising eKYC, C-KYC, video KYC, e- documentation,
DigiLocker, account aggregators, credit bureaus and geo tagging services. For some of these
services, NBFCs are riding on the wave of open banking technology by partnering with the
fintechs that are operating in this space. NBFCs are utilising conversational AI in chatbots to
address customer inquiries, offer personalised products, provide product recommendations and
identify opportunities for cross-selling and up-selling. This strategic implementation enables
NBFCs to enhance customer service, streamline operations by reducing the size of customer
service teams and improve overall efficiency by automating routine tasks. This approach
77
 represents a true extension of omnichannel capabilities.

(h)Credit Underwriting

To enhance credit underwriting processes, NBFCs have established partnerships with fintech
companies for fraud risk management, income assessments, GST validations, MCA validations
and video PD. Additionally, NBFCs have collaborated with fintech firms that provide access to
alternative data, which aids in the creation of underwriting models and digital scorecards. The
implementation of GenAI enables AI-driven predictive analytics for better risk assessment by
analysing a broader range of data points. By adopting these approaches, NBFCs can achieve a
more precise and holistic assessment of an applicant's creditworthiness, thereby mitigating the
risks associated with bad loans.

(i) Loan Documentation

NBFCs are leveraging technology to generate digital loan documents and facilitate e-Stamping
and e- Signing of these documents. The e-Signing process utilises Aadhaar-linked mobile
numbers, resulting in enhanced customer experience and improved operational efficiency.
Notably, a prominent NBFC in the home loan segment has successfully executed 60 per cent of
loan agreements through e-Stamping, with 46 per cent of agreements being digitally signed

(j) Loan Disbursements

NBFCs can directly disburse funds to required accounts using various digital payment methods.
This enables seamless and real-time fund transfers to the intended accounts. These advancements
significantly contribute to expediting the loan disbursement process and facilitating seamless
customer interactions.

(k)Customer Servicing

The process of customer service has undergone significant changes with the introduction of
WhatsApp banking and advanced chatbots. With the help of emerging technologies such as
GenAI, several customer queries can be resolved by conversational bots. These chatbots offer
more engaging and personalised experiences, provide round-the-clock support and reduce the
workload of human customer service representatives. One of the leading NBFCs has reported
that 75 per cent of its customer transactions are taking place through digital platforms. Customers
now can interact through various channels, including web, mobile applications, WhatsApp,
chatbots and voice bots. The NBFC has observed a significant increase in the usage of chat-based
servicing, with over 800,000 interactions occurring per month on voice and chat-based platforms.

(l) Digital Collections

NBFCs are actively investing in expanding their digital presence in the collections process,
which traditionally relied heavily on physical branches and manual procedures. Nowadays,
technology and process innovation allow mainstream retail customers to have the option of
78
 making EMI payments by accessing digital payment channels such as UPI, cards, net banking
and e-NACH. One of the leading NBFCs has reported that more than 90 per cent of its collections
are now conducted through digital channels

(m) Financial Inclusion and Rural Penetration have increased for NBFCs

The significance of financial inclusion has deepened, particularly in the post-pandemic era, as
vulnerable households and businesses strive to navigate the crises and achieve recovery. In terms
of the credit to GDP ratio, India has a low credit penetration compared with other developing
countries, such as, China, indicating a significant untapped potential. Similarly, in terms of credit
to households as a proportion of GDP as well, India lags other markets, with retail credit hovering
at around 26% of GDP as of Fiscal 2023.

Credit to GDP ratio (%) (CY 2022)

Note: Data is represented for calendar years for all countries except India; For India, numbers
are for Fiscal year; Source: Bank of International Settlements, CRISIL MI&A

Household Credit to GDP ratio

100%

80%

60%

40%
India* Brazil South Africa China United States
United

2017 2018 2019 2020 2021

Note: For countries except India, data is represented for calendar years;
*For India, data represented is for Fiscal 2018, Fiscal 2019, Fiscal 2020, Fiscal 2021, Fiscal 2022
and Fiscal 2023; Source:
Bank of International Settlements, CRISIL MI&A

– India’s focus on financial inclusion is increasing; however, a large section of the

population is still unbanked
79
 Adult population with a bank account (%): India vis-à-vis other countries

Note: Global Findex data for India excludes northeast states, remote islands and selected
districts. Account penetration is for the population within the age group of 15+; Source:
World Bank - The Global Findex Database 2021, CRISIL MI&A.

Further, according to the World Bank’s Global Findex Database 2021, 230 million unbanked
adults live in India.

(n)Rural India Penetration

Rural India accounts for about half of GDP, but only about 8% of total credit and 9% of total
deposits. Rural India under penetration and untapped market presents a huge opportunity for
growth. Credit to metropolitan areas has decreased over the past few years with its share
decreasing from 66% as at March 31, 2018 to 62% as at June 30, 2023. Between the same period,
credit share has witnessed a marginal rise in rural and urban areas. For semi-urban areas, credit
share has gone up from 12% as of March 31, 2018, to 13% as of June 30, 2023.

181

150 123134
107
100 87
62 68
70 74 69 72 77
46 54 62 61
38 37 39 40 42
50

0
Rural Semi- Urban

FY16 FY17 FY18 FY19 FY20 FY21 FY22

Note: Urban includes data for Urban and Metropolitan areas Data represents
only bank credit accounts Source: RBI; CRISIL MI&A

Rural areas, which accounted for 47% of GDP, received only 8% of the overall banking credit,
as at March 31, 2023, which also shows the vast market opportunity for banks and NBFCs to
lend in these areas. With increasing focus of government towards financial inclusion, rising
80
 financial awareness, increasing smartphone and internet penetration, it is expected that delivery
of credit services in rural area to increase. Further, usage of alternative data to underwrite
customers will also help the financiers to assess customers and cater to the informal sections of
the society in these regions.

Two thirds of total household is in rural area

100%
33% 33% 34% 34% 34% 35% 35% 36%

60%

67% 67% 66% 66% 66% 65% 65% 64%

20%

2015 2016 2017 2018 2019 2020 2021 2022

Rural Urban

Source: World Bank; Census; CRISIL MI&A

Share of rural and semi-urban credit has increased marginally between March 31, 2018, and
June 30, 2023

Note: As at the end of each Fiscal and as of June 2023 for Q1 Fiscal 2024 Source: RBI, MOSPI,
CRISIL MI&A

(o) NBFCs have a reasonable market share across segments

Under-served households and business represent a significant portion of India’s population

challenges in obtaining credit due to reasons such as a lack of credit history and the inability to
provide collateral. Government initiatives such as Pradhan Mantri Jan-Dhan Yojana (PMJDY),
Aadhaar, and widespread digitization (referred collectively as “JAM” trinity) have expanded the
formal financial inclusion to underserved Indian population. Additionally, the widespread
availability of affordable data and digital disruption has transformed the financing landscape in
India. NBFCs have generally been able to address this opportunity on account of their strong
origination skills, extensive reach, and better customer service, faster processing, streamlined
documentation requirements, digitization of customer on-boarding process, customized product

81
 offerings, local knowledge, and differentiated credit appraisal methodology. The rapid evolution
of Fintech’s over the last few years has added another dimension to the market served by NBFCs
and has fuelled rapid growth across the landscape.

NBFCs have consistently gained or maintained market share across most asset classes over the
last few years. Though, in certain segments such as housing finance to prime customers, they
have lost market share to banks due to the decline in market interest rates. In the gold loans
market, NBFCs slightly lost market share in Fiscal 2022 due to increasing focus of banks (both
public and private) towards gold loans as well as RBI permitting banks to offer gold loans at a
higher loan-to-value amidst the COVID-19 pandemic. Nevertheless, NBFCs continue to have a
healthy market share across other segments.

(p)NBFC’s share in various products and projections of AUM

The NBFC sector has, over the years, evolved considerably in terms of size, operations,
technological sophistication and entry into newer areas of financial services and products. The
number of NBFCs as well as the size of the sector have grown significantly, with a number of
players with heterogeneous business models starting operations.

The retail credit has driven the NBFC sector off late

Share of retail credit in total NBFC credit to continue to grow

Note: P - Projected
Retail credit includes housing finance, auto finance, microfinance, gold loans, construction
equipment finance, consumer durable finance, MSME loans and education loans
Source: Company reports, CRISIL MI&A

Set forth are details of the NBFCs loan outstanding size in terms of assets under management
(AUM ) and growth along with key growth drivers of each of the focused sectors:

Parameter Sub- AUM Loan Key Growth Drivers

Paramet Billions outstan
er (Fiscal ding
2023) (CAGR
Fiscal
2023-
Fiscal
82
 2025)

Overall Loan 34,000 12-14%

NBFCs outstandi
growth ng
growth
Selected asset MSME 5,231 13-15% Low credit penetration for MSMEs,
class wise loans^ increased data availability and
NBFCs loan transparency, and Government
outstanding initiatives including credit
growth guarantee fund scheme, emergency
credit line guarantee scheme
Mi 1,383 23-25% Government’s continued focus on
cr strengthening rural financial
o ecosystem, strong credit demand and
fin increasing ticket sizes of loans
an
ce
loa
ns$
Consume 4,009 18-20% Strong macro tailwinds, increased
r consumer spending and digitization
finance# driving consumer durables demand
Vehicle 3,277 14-15% Improving rural productivity,
loans* Government income support,
improving industrial activity,
Government’s focus on infrastructure
development and return to office
Affordabl 6,902 14-16% Higher data availability,
e housing increasing affordability,
loan urbanization, and supportive
government policies
Agri 32 9-11% Increasing demand for high-value
loans commodities, shift to tech-intensive
supply chain solutions and
increase in finance
penetration across agriculture value
chain
Note: Note: (^) MSME loans include small business loans and mid-corporate loans (#)
Consumer finance include personal loans, gold loans and consumer durable loans (*) Vehicle
loans include two-wheeler disbursement and new commercial vehicle loans ($) MFI loans data
is for NBFC-MFIs
Source: Company reports, RBI, CRISIL MI&A estimates.

83
 Parameter Sub-Parameter Loan outstanding Loan
(CAGR outstanding
Fiscal2018-Fiscal 2023) (CAGR
Fiscal2023-
Fiscal 2025)
Size-wise loan Small NBFCs 6% 15-18%
outstanding Medium NBFCs 21% 15-18%
growth Large NBFCs 12% 13-15%
Note - Classification of players into large, medium and small is done basis below criteria:-
For MFIs - Large players have GLP> 20,000 million, medium players have GLP between
5,000 and 20,000 million, Small players have GLP upto 5,000 million.
For other players - Large players have AUM> 50 billion, Medium players have AUM> 10
billion, Small players have AUM upto 10 billion
Source: CRISIL MI&A estimates

Set out below are certain details of the MSME, MFI and consumer finance sectors in India:

Particulars As of and for the period ended March 31,

2023
MSME
NBFC MSME industry AUM (Rs. In 5,231
billion)**
NBFC MSME industry GNPA (%) 5.30%*
MFI

Particulars As of and for the period ended March 31,

2023
## 1,383
NBFC MFI industry GNPA (%) 7.70%#
Consumer Finance
NBFC Consumer finance industry AUM 4,009
(Rs in billion) ^^
NBFC Consumer finance industry GNPA 7.46%^
(%)
Note: (*) Simple average of GNPA ratio in small business loans and mid-corporate loans (^)
Simple average of GNPA ratio in personal loans, gold loans and consumer durable loans
(#) GNPA ratio for NBFC-MFIs
(**) MSME loans include small business loans and mid-corporate loans
(^^) Consumer finance includes personal loans, gold loans and consumer durable loans (##)
MFI loans data is for NBFC-MFIs Source: Company reports, RBI, CRISIL MI&A estimates

84
 Distribution of NBFC credit across asset classes

Note: Others include education loan, consumer durable loans and construction equipment
finance Source: RBI, Company reports, CRISIL MI&A

Share of loans and advances from secured products remains high for NBFCs

(q)Asset Quality for NBFCs

Asset quality for NBFCs is influenced by various factors such as economic cycle, target customer
segment, geographical exposure, and local events. Within the NBFC universe itself, it is observed
that various asset classes tend to exhibit heterogeneous behaviour. For example, the asset quality
in small business loans and personal loans tends to be highly correlated with the macroeconomic
environment. On the other hand, microfinance loans have shown lower historic correlation with
macroeconomic cycles. This is because asset quality is more influenced by local factors, events
that have wide ranging repercussions such as demonetisation and COVID-19 and relative
leverage levels amongst borrowers.

Prior to Fiscal 2018, smaller NBFCs were aggressively expanding in terms of both market
penetration and lending across asset classes, which led to rising asset quality concerns. The
proportion of standard assets declined, as slippages to sub-standard category increased. After
85
the NBFC crisis in Fiscal 2019, smaller NBFCs slowed down their lending activity and focused
on improving their asset quality and shifting to retail segments that are less risky. In Fiscal 2020,
doubtful assets for NBFCs registered a marginal uptick due to funding challenges and slower
credit growth. However, efforts were made by NBFCs to clean up their balance sheets, as
reflected in their write off and recovery ratios, which caused the NNPA (Net NPA) to remain
stable, and the PCR (Provision Coverage Ratio) to improve.

In Fiscal 2021, proportion of doubtful and loss assets increased, largely driven by infrastructure
and wholesale finance. In addition to funding challenges faced by the sector along-with slower
credit growth, COVID-19 escalated asset quality deterioration further owing to restricted
movement, which affected collections. Moratorium and restructuring schemes announced by the
Government came as an interim relief for the sector and delayed the asset quality concerns for
some time. However, with the NPA standstill provision lifted in August 2020, gross NPAs in
sector such as Auto, Microfiannce and MSME lending spiked as of March 2021.

Further, the second wave of COVID-19 adversely affected the fragile recovery witnessed in the
fourth quarter of Fiscal 2021 and affected collection efficiencies across asset classes in the first
quarter of Fiscal 2022. However, the impact was not as severe as in the first wave, and players
across segments reported improvement in GNPAs (Gross NPAs) from the second quarter.

Typically, the NBFCs ramp up their collection activity between due-date and month-end, leading
to lower dues by end of month. This flexibility will no longer be available to the NBFCs because
of RBI circular is 2021 harmonizing the rules with banks which could cause some proportion of
loans in the 60 to 90-day period category to slip into >90 days period category. In addition to the
end of the day recognition, the RBI has also clarified that upgradation of an account from NPA to
standard category can only be done after all over-dues are cleared (principal along with interest),
resulting in a borrower slipping into the NPA category to remain in the same category for longer
time compared to the past. Hence, NBFC GNPAs increased in third quarter of Fiscal 2022 due
to adherence to the said RBI clarifications. But with NBFCs bolstering their collection efforts
and processes, and improvement in economic activity, it is estimated that the GNPAs for NBFCs
to have reduced significantly at the end of Fiscal 2023. The gross NPAs for NBFCs have reduced
from FY17 to 5.8% in FY 22 and expected to be around 4.8% in FY 23. It is expected the same
will further reduce by at least 50 bps in FY 24.

NBFCs Gross Non Performing Assets (GNPA) improved significantly by the end of Fiscal 2023

Note: E Estimated; GNPA - Gross Non-Performing Assets as per cent of Gross Advances;
86
 NNPA Net Non-Performing Assets as per cent of Net Advances; Provisioning Coverage Ratio
(PCR) is the ratio of provisioning to gross non-performing assets Source: RBI, CRISIL MI&A

Emerging Lending Models for NBFCs

NBFCs in India have navigated a transformative path in their lending methodologies, adapting
to the ever- evolving financial landscape. Two noteworthy approaches that have garnered
attention and reshaped the lending landscape are the First Loss Default Guidelines (FLDG) model
and the Co Lending model.

Co Lending Models

Complementing the FLDG model, which promotes collaboration among NBFCs and banks, the
co- lending model further inculcates confidence in collaborative partnerships. In this model,
NBFCs join forces with traditional banks to co-finance loans, leveraging the strengths of both
entities. The collaborative nature of co- lending enables NBFCs to tap into the extensive reach
and resources of banks while banks benefit from the agility and specialised knowledge of NBFCs
in catering to specific market segments. Alternative funding opportunities like the ones
mentioned are great opportunities for small fintechs, NBFCs and can also be extended to unrated
NBFCs or funded by organised lenders. These collaborative models will boost the digital lending
space and provide safeguards towards regulatory capital and maintaining quality growth in
portfolio

(r) Funding Sources for NBFCs

NBFCs in India, vital contributors to the financial ecosystem, face evolving challenges in
securing funds.

Sources of Borrowing for NBFCs in India

Items At the endof At the At the end Percentage variation

March 2022 endof of September FY21– FY22–
March 2023 22 23
2023
Debenture 10,14,611 11,10,234 11,45,536 3.3 9.4
(39.3) (37.0) (36.1)

87
 Items At the endof At the At the end Percentage variation
March 2022 endof of September FY21– FY22–
March 2023 22 23
2023
Bank 9,20,555 11,33,221 11,97,626 18.8 23.1
borrowings (35.6) (37.7) (37.8)
Borrowing 69,078 89,982 99,844 21.3 30.3
from FIs (2.7) (3.0) (3.1)
Inter-corporate 89,896 1,05,184 1,04,148 15.5 17.0
borrowings (3.5) (3.5) (3.3)
Commercial 70,266 84,366 1,14,109 -3.2 20.1
paper (2.7) (2.8) (3.6)
Borrowing 18,562 18,750 18,758
from (0.7) (0.6) (0.6) -3.0 1.0
government
Subordinated 72,349 72,510 68.285 4.5 0.2
debts (2.8) (2.4) (2.2)
Other 3,29,182 3,87,991 4,21,653 10.6 17.9
borrowings (12.7) (12.9) (13.3)
Total 25,84,500 30,02,239 31,69,959 9.9 16.2
borrowings

Emerging sources of funds in addition to the traditional sources of funds are 1) Private Equity Funds and
Venture Capital 2) Securitisation and Asset Reconstruction Companies 3) Public Market 4) Public
Deposits 5) Foreign Direct Investment and External Commercial Borrowings 6) Fintech Partnership 7)
Green Bonds and Sustainable Financing

NBFCs in India face a challenging yet transformative landscape. By exploring alternative funding
sources and aligning strategies with regulatory measures, these financial entities can secure their future
growth and resilience.

(s) Competition from Banking Industry

NBFC over the last two decades has evolved into mature lending enterprises contributing meaningfully
to India’s credit aspirations. The RBI, as the regulator, envisioned a regulated environment that strikes
a balance between supervision and freedom for NBFCs to focus on credit growth and inclusion. This
environment fostered NBFC’s into being agile and dynamic enterprises by nature.

NBFCs offer two distinct advantages compared to their larger counterparts, the banks. Firstly, their field-
heavy operating model which allowed them to underwrite customers with non-traditional income sources
and their geographically dispersed reach across the hinterlands of India, which allowed them access to
credit underpenetrated regions untouched by banks.

For NBFCs, the lack of deposit acceptance capabilities meant banks had a cost of fund advantage and
would thus out-bid NBFCs when it came to acquiring highly rated, high-income and easily accessible
retail and wholesale customers. This resulted in NBFCs inherently catering to the residual credit demand
of the country. Despite this, NBFCs today have established meaningful share across products and

~ 88 ~
continue to penetrate deeper in the landscape.

NBFCs core strategic advantage comes from their years of building know-how of borrower industries
and behaviour, gathering regional insights and developing well-oiled distribution mechanisms iteratively
over decades. Leveraging their agility, NBFCs also moved fast to adopt alternate data to better understand
their customers and develop efficiencies in underwriting which has further enabled growth.

Banks exploring previously uncharted territory.

As traditional customer pools start to dry up, both public and private banks are expanding their nets to
capture previously overlooked customer cohorts. Evidence of this can be seen in the sourcing distribution
of banks across select retail products. The share of prime, below prime customers in sourcing shows an
upward trend over a five-year period.

Another indicator of the shift in focus is the rising bank credit flow to previously underserved sectors
such as MSME and microfinance and the growth in Tier 2 and beyond regions, both of which have been
NBFC’s home ground. This signifies increased competition by banks with their non-bank counterparts.

Another growing phenomenon among banks is acquiring NBFC customers who have built their credit
profiles over a period, by offering competitive pricing. Thus, customer retention is a vital area of
competition.

Bank Credit to MSME (Lakh Crore)

20 23
15 16 18
CAGR
11%

Report on Trend and Progress of Banking in India 2022-2023, RBI, accessed on 24 January 2024
Scheduled commercial banks growing faster in rural and semi-urban regions
CAGR Rural Se Urban
% mi
(FY18 ur
–23) ba
n
# of accounts 9.5 % 9.6% 8.7%
Credit 9.7% 9.8% 9.4%
limits
sanction
ed
Source: RBI Database on Indian Economy

Conclusion

With the extensive adoption of technology and integration with the fintech ecosystem, disbursements
across products have been very strong for NBFCs which is likely to continue in the coming years.
Unsecured business loans with ticket size <5 lakh and secured MSME LAP with ticket size between 5–
25 lakh will drive growth in the MSME credit space. Vehicle finance is expected to register strong growth

~ 89 ~
along with affordable housing where the average ticket size is between 9 lakh to 12 lakh for NBFCs.
Gold loans with average ticket size up to 1.25 lakh have emerged as a popular and alternative route for
financing and has seen participation from various fintechs due to the secured nature of the product and
same day disbursals. As a result, the AUM for NBFCs is projected to grow by 12–14 per cent until FY25,
reaching INR42 trillion.

As at the end of September 2023, the asset quality of the sector showed further improvement as the
GNPA and NNPA ratios fell to 4.6 per cent and 1.5 per cent, respectively. This trend is expected to
sustain only if the delinquencies and asset quality are maintained within acceptable limits, composition
of unsecured loans in NBFC portfolio is in check and collections are optimised with use of technology
and analytics.

Regarding Cost of Funds NBFCs need to keep a vigilant eye on the cost of raising funds for their
operational expenses and lending. During the pandemic period, NBFCs became cautious in lending to
preserve the asset quality, which restricted AUM growth. The restricted demand drove AUM growth,
especially across higher-yielding segments, which impacted profitability positively. The low-interest
environment translated into lower cost of funds, resulting in higher spreads, which further impacted
profitability positively. This in turn has helped the NBFCs to increase their spreads and decrease their
debt levels in FY23 which is expected to remain consistent for the next ~2 years with a marginal
increase in the cost of funds only due to the rate hikes.
For Liquidity Management, NBFCs must ensure the resilience of their operations by monitoring
several liquidity indicators. These include the liquidity coverage ratio, net stable funds ratio, high-
quality liquid assets (HQLA) and expected cash inflows and outflows for the next 30 days. In addition
to this, it is crucial to prepare profile and monitor the liquidity at a granular maturity level.
NBFCs have consisted reported to be adequately capitalized till FY23, with capital to risk weighted
assets ratios (CRARs) well above the regulatory requirement (not less than 15 per cent of aggregate
risk-weighted assets, including both on and off-balance sheet items). The regulatory support in
exploring funding alternatives and advancement in digital lending may also impact capital adequacy
of NBFCs positively in coming years. However, it can only be sustained if NBFCs proactive strive to
advance their operation and upgrade to sophisticated practices for risk management before scaling up.

NBFCs are expected to play a crucial role in the India growth story fuelling formalised credit
penetration among the underserved. Policy push, regulatory oversight and digital across the value chain
are expected to define the growth of this sector.

Source: 1) CII-KPMG Report for NBFC, 2) NBFC Report by CRISIL & ASSOCHAM 3) Market
Intelligence and Analytics for NBFCs by CRISIL and Northern Arc.

MSME Lending (LAP Market) Opportunity

Purple Finance Limited is into secured MSME lending which is otherwise called LAP product.

Recently there has been significant interest from all stakeholders including regulators, industry
participants, banks, NBFCs and fintech in the loan against property product. The government’s focus on
upliftment of the MSME sector is clear, with a host of recent initiatives to boost this section of the
industry. Although NBFCs have fared well, it has only 3 per cent market share on an overall LAP product
level between FY19 and FY23, the evaluation of competitive intensity for NBFCs reveals contrasting
results when divided between low-ticket size and high-ticket size lending segments. While NBFCs have

~ 90 ~
protected their position in the smaller ticket segment, private banks are aggressively expanding across
all other ticket sizes posing significant threats to both NBFCs as well as public banks.

Market shares changes in LAP portfolio

Ticket HFC + NBFC Pub Bank Pvt Bank

segment
FY19 49% 21% 24%
<50L
FY23 55% 16% 23%
6% -4% -1%
FY19 41% 10% 40%
0.5-2 Cr
FY23 39% 9% 46%
-3% -1% 6%
FY19 43% 7% 38%
2-5 Cr
FY23 34% 6% 49%
-9% -1% 11%
FY19 60% 6% 24%
>5 Cr
FY23 39% 4% 43%
-21% -2% 18%
Source: Experian Credit Bureau Data

The share of disbursements for NBFCs in unsecured loans and MSME finance, the non-traditional
segments, has increased over the past 1.5 years. In the first half of this fiscal, ~35% of incremental
disbursements were for unsecured loans. MSME finance has also posted strong growth. The traditional
segments, too, have seen improvement in volumes, but remain range bound compared with previous
years. The LAP portfolio NPAs have reduced from 4.7% in March 21 to 4.3% in March 22.

Small business loans grew at a fast pace, registering a CAGR of 15% over Fiscal 2018 and 2023. Over
the years, more data availability and government initiatives like GST has led to increasing focus of
lenders, especially the NBFCs, on the underserved segment of MSME customers as lending to this
segment has become easier compared to the past. It is estimated that outstanding small business loans
given out by banks and NBFCs to be around Rs 11.7 trillion as of March 2023.

Over past few years, players offering MSME loans have expanded their branch network with the intent
to serve a larger customer base. In the future also, it is expected that lenders with a strong focus on
MSME lending and healthy competitive positioning to continue to invest in branch expansion. With
increasing branch network, customer acquisition and credit penetration, share of MSME loans is also
expected to increase. Number of branches have grown at 16% CAGR over Fiscals 2017 and 2023 and
is around 6638 branches.

Source: 1) CII-KPMG Report for NBFC, 2) NBFC Report by CRISIL & ASSOCHAM 3) Market Intelligence and Analytics
for NBFCs by CRISIL and Northern Arc

~ 91 ~
 OUR BUSINESS OVERVIEW

Some of the information in this section, including information with respect to our plans and strategies, contain
forward-looking statements that involve risks and uncertainties. Before deciding to invest in Equity Shares,
Shareholders should read this entire Letter of Offer. An investment in Equity Shares involves a high degree of
risk. For a discussion of certain risks in connection with investment in the Equity Shares, you should read “Risk
Factors” on page 23, for a discussion of the risks and uncertainties related to those statements, as well as
“Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 103 and 106, respectively, for a discussion of certain factors that may affect our business,
financial condition or results of operations. Our actual results may differ materially from those expressed in or
implied by these forward-looking statements.

Brief of the Company

Our Company was incorporated on February 04, 1985 having CIN L27109UP1985PLC006998 with the name
and style of Priti Mercantile Company Limited and certificate of incorporation was granted by Registrar of
Companies, U.P., Kanpur. Subsequently, the name of the Company was changed from “Priti Mercantile
Company Limited” to its present name i.e. “PMC Fincorp Limited” and fresh certificate of incorporation was
granted by Registrar of Companies, Uttar Pradesh on March 20, 2014.

The Company is a Non-Systemically Important Non-Systematically important Non-Deposit taking Company

categorized as Investment and Credit Company i.e. ICC registered with Reserve Bank of India under Section
45-IA of the Reserve Bank of India Act, 1934 and primarily engaged in financing and investment related
activities. The Company received the certificate of registration from RBI on November 14, 2014, enabling the
Company to carry on business as a Non-Banking Financial Company.

Our Company is a Non-Systematically important Non-Deposit taking Company categorized as Investment and
Credit Company i.e. ICC registered with the RBI. PMC Fincorp Limited is primarily engaged in the business
of trading in shares, financing (Corporate and Personal Finance), and investing in the securities of Listed and
Unlisted Companies.

Financial Summary of the Company

(Amount in Rs. Lakhs)
Particulars For the Financial Year Financial Year Financial Year
Quarter ended 2023-24 2022-23 2021-22
on June 30,
2024
Revenue 804.98 1,566.34 849.73 738.19
EBDITA 752.66 1,423.41 (474.91) 327.85
PAT 586.21 1,134.68 (636.39) 255.02

~ 92 ~
Revenue Details:
(Amount in Rs. Lakhs)
Particulars For the Quarter Financial Year Financial Year Financial Year
ended on June 30, 2023-24 2022-23 2021-22
2024 (Audited) (Audited) (Audited)
(Limited Reviewed)
Amoun % of Amoun % of Amoun % of Amoun % of
t revenue t revenue t revenue t revenue
from from from from
operation operation operation operation
s s s s
Profit/Loss 463.74 57.61% 406.11 25.93% 53.44 6.29% - -
on Sale of
investment
Interest 261.81 32.52% 953.16 60.85% 844.59 99.40% 689.55 93.41%
Income
Income from - - - - - - 11.59 1.57%
the sale of
Investment
Income from 74.78 9.29% 189.57 12.10% (55.31) (6.51%) 10.78 1.46%
trading in
Future &
Option
Miscellaneo 4.52 0.56% 10.36 0.66% 4.09 0.48% 26.27 3.56%
us Income
Dividend 0.13 0.02% 7.14 0.46% 2.91 0.34% - -
Income
Total 804.98 100.00% 1,566.3 100.00% 849.73 100.00% 738.19 100.00%
4

Our Competitive Strengths

We believe that the following are our key strengths:

Long-standing relationship with our client.

Our Company believes that business is a by-product of relationship. The business model is based on client
relationships that are established over a period. Our Company believes that a long-term relationship with clients
fetches better dividends. Long-term relations are built on trust and continuous satisfaction of the clients. It helps
understanding the basic approach of our Company, its products and its market. It also forms the basis of further
expansion for our Company, as we are able to monitor a potential product/ market closely.

Elevate corporate excellence through robust governance standards.

To build a lasting institution, we emphasize robust corporate governance standards, backed by clear policies and
processes outlined in our Articles of Association, RBI regulations, and the Companies Act. Our focus extends
to key areas such as credit evaluation, risk management, technology enhancement, and business growth

~ 93 ~
strategies. Additionally, we uphold fair trade practices and maintain high governance standards in all aspects of
our operations.

Internal Control and Risk Management

The Company believes that it has internal controls and risk management systems to assess and monitor risks.
The Company seeks to monitor and control its risk exposure through a variety of separate but complementary
financial and operational reporting systems. The Company believes it has effective procedures for evaluating
and managing the market, operational and other risks to which it is exposed.

Experienced and Qualified Management

We have a qualified and professional management team with significant experience in all operational aspects of
our business. We believe that the industry experience of our management team and their ability to deliver
consistent results are our significant strengths. Our management comprise of professionals who possess the
requisite academic background and relevant experience in various financial services related to our business. We
believe that our experience, knowledge and human resources will enable us to drive the business in a successful
and profitable manner. For further details of our management, team and our Key Managerial Personnel please
refer the chapter titled “Our Management” beginning on page 98 of this Letter of Offer.

We have an experienced and professional management team with strong asset management, execution
capabilities and considerable experience in this industry. The team comprises of personnel having technical,
operational and business development experience. We have employed suitable technical and support staff to
manage key areas of activities allied to operations. Our team is professionally qualified and experienced in the
relevant industry and has been responsible for the growth of our business. We believe the stability of our
management team and the industry experience brought in coupled with their strong repute, will enable us to
continue to take advantage of future market opportunities and expand into new markets.

Our Business Strategy

We intend to pursue the following principal strategies to leverage our competitive strengths and grow our
business:

Strengthening our business through product innovation and new product launches

Our customers' demand for top quality products is growing. In response to this, we place a strong emphasis on
developing high quality products through product innovation and new product launches. We intend to continue
to leverage on our in-depth market research to enable us to introduce a wider range of products under our existing
brands based on consumer preferences and demand and to distinguish ourselves from our competitors. By
providing innovative products, we believe that we will be able to become a preferred brand to our customers,
thus giving us the opportunity to consolidate our position with our target market and increase our market-share.
We further believe that it will provide us with early-mover advantages and higher profit margins and will present
us with opportunities to capture shifts in customer preferences.

Leveraging of our Marketing Skills and Relationships

We continue to enhance our business operations by ensuring that our network of customers increases through
our marketing efforts. Our core competency lies in our deep understanding of our customers’ buying preferences

~ 94 ~
and behavior, which has helped us in achieving customer loyalty. We endeavor to continuously improve the
product- mix offered to the customers as well as striving to understand and anticipate any change in the
expectation of our clients towards our products.

Strengthen our Investment Portfolio

Our investment portfolio was one of the key profitability drivers in FY 2023-24. We intent to further strengthen
our investment portfolio and capital market activities. We also intend to develop our products and services in
line with our expansion in our capital market activities.

Strengthen our Loan Book

Our loan portfolio in FY 2023-24 and FY 2022-23, was Rs. 11,088 Lakhs and Rs. 11,566 Lakhs. We intend to
remain diversified in our loan book by strategically focusing on adjacent high growth and profitable lending
businesses. We intend to continue to focus on developing a diversified funding model to achieve optimal cost
of funds while balancing liquidity and concentration risks. We intend to further diversify and strengthen our
profile, strategically adding additional funding resources.

Address growing financial needs in underserved markets.

With a significant portion of the population still being outside the reach of the formal credit system, our
Company believes in contributing to bridging the credit gap in the country. We aim to efficiently and effectively
provide credit to the underserved segment of customers and our diversified offerings have been built on a sound
understanding of customer needs. With our widespread branch network, retail focus and a product suite catering
to all classes of customers, we aim to contribute to financial inclusion in the country.

Achieve greater performance by strengthening our operating processes and risk management system.

We are focused on building a process driven organization with a culture of compliance, audit and risk
management. Operations excellence and risk management form an integral part of our business. Our processes
have been standardized with the objective of providing high levels of service quality and we have implemented
high levels of digitization in our operational processes which contribute to faster turnaround times with lesser
incidence and occurrence of errors.

Our risk management procedures are integrated seamlessly across our business operations and ensure constant
measurement and monitoring of various risks we are subject to. The risk management model involves initial
management control at business entity level, risk control and compliance oversight functions and overall
independent audit and assurance functions. We intend to continue to improve our operating processes and risk
management systems that will further enhance our ability to manage the risks inherent to our business.

Utilities and Infrastructure Facilities

Our registered office is well equipped with computer systems, internet connectivity, other communication
equipment, security, and other facilities, which are required for our business operations to function smoothly.

Plant and Machinery

Since we are a service sector company, we do not own any major plant and machinery.

~ 95 ~
Collaborations

We have not entered into any technical or financial or any other collaboration agreement as on the date of filing
the Letter of Offer.

Marketing

Our sales and marketing network and relationship with the customers is critical for the success of our Company.
Our services are sold to the newer customers through word of mouth and through referrals. We provide our
customers tailor made solutions. Our relationship with the clients is strong and established. To retain our
customers, our company regularly interacts with them and focuses on gaining an insight into the additional
needs of customers. We intend to expand our existing customer base by regularly approaching new customers
and developing and maintaining our existing business relationship.

Human Resources/Manpower

We understand that our organization’s key differentiation is derived from the collective strength of its human
capital. A healthy and safe environment is a pre-requisite for a company’s people’s capital to thrive. It offers
various health schemes, camps and voluntary movements to its employees and their families. The company has
laid down foundations for a quality-centric work culture by involving its employees and ensuring a decent work
environment.

We encourage open collaboration, engagement and involvement. The Company believes in providing equal
opportunity and ensures a fair and diverse work environment. Diversity and Inclusion are important aspects of
sustainable business growth, and we call this the ‘winning balance’.

We believe our employees are one of our most important assets and critical to maintaining our competitive
position in the markets and in our industry. As of March 31, 2024, we had 9 full time employees.

The following table sets forth a bifurcation of the number of our employees as on the date of this Letter of Offer:

Sr. No. Description No. of Employees

1 Executive Directors and KMPs 4
2 Others 5
Total 9

Competition

We face competition from organized as well as unorganized players in the domestic market. The financial
services industry is highly competitive, and we expect competition to intensify in the future. We face
competition in the lending business from domestic and international banks as well as other NBFCs, fintech
lending platforms and private unorganized lenders. Banks are increasingly expanding into retail loans in the
rural and semi-urban areas of India. We are exposed to the risk that these banks will continue to expand their
operations into the markets in which we operate, which would result in greater competition and lower spreads
on our loans. Many of our competitors may have operational advantages in terms of access to cost-effective
sources of funding and in implementing new technologies and rationalizing related operational costs.

~ 96 ~
Our Industry in India is highly competitive. There are several well entrenched brands which have built their
brand equity over several decades. Many of our competitors, specifically the multi-national brands, have
significant competitive advantages, including longer operating histories, larger and broader customer bases,
more established relationships, greater brand recognition and greater financial strength, research and
development, marketing, and other resources than we do. The number of our direct competitors and the
intensity of competition may increase as we expand our product portfolio and presence. They may also have
the ability to spend more aggressively on marketing and may have more flexibility to respond to changing
business and economic conditions than we do. Our competitors may also be able to respond more quickly and
effectively than we can to new or changing opportunities, standards or consumer preferences, which could
result in a decline in our revenues and market share.

Intellectual Property

As on the date of Letter of Offer, our Company does not have any Intellectual Property.

Insurance

As on the date of Letter of Offer, our Company does not have any Insurance.

Property

We carry out business operations from the following properties:

1. Freehold Property: NIL

2. Leasehold Property:

Sr. Details of the Particulars of the Consideration/Li Tenure/ Usage

No. Deed/Agreement Property, Description cense Fee/Rent Term
and Area
1. Deed of Lease dated B-10, VIP Colony, Civil Monthly rent of 2 Years Registered
April 06, 2024 between Lines, Rampur, Uttar Rs. 14,520/-. Office
Mr. Vijay Vardhan Pradesh - 244901, India
Sharma and PMC Interest free
Fincorp Limited refundable
Security deposit of
Rs. 25,000/-
2. Lease Agreement dated Flat No. 201 & 202, 2nd Monthly rent of 3 Years Corporate
April 08, 2022 between Floor, Rattan Jyoti Rs. 93,713/- Office
Parveen International Building, 18, Rajendra (exclusive of
Private Limited through Place, New Delhi- GST).
Mr. Parveen Kumar 110008, India
Gupta and PMC Security deposit of
Fincorp Limited Rs. 2,55,000/-

~ 97 ~
 OUR MANAGEMENT

Board of Directors

In terms of our Articles of Association and subject to the provisions of the Companies Act, 2013, our Company
is required to have not less than 3 Directors and not more than 12 Directors, unless otherwise determined by a
special resolution. As on the date of this Letter of Offer, our Board comprises of 6 Directors, which includes,
two (2) Executive Directors out of which One (1) being Managing Director, and one (1) being Whole Time
Director and four (4) Non-executive Directors, three of whom are independent directors and one is non-
independent director. Our Company also has one Non-Executive - Independent Woman Director and one Non-
Executive - Non- Independent Woman Director on its Board. The present composition of our Board and its
committees is in accordance with the provisions of the Companies Act and the SEBI Listing Regulations.

The following table sets forth details regarding our Board as of the date of this Letter of Offer:

S. Name, designation, date of Age Address Other directorships

No. birth, term, period of (in
directorship, DIN, occupation years)
1. Mr. Raj Kumar Modi 56 E-380, First 1. Amarendra Financial Private
Floor, Block Limited
Designation: Managing Director E, Part-1, 2. Prabhat Management Services
Greater Private Limited
Date of birth: November 13, Kailash, New 3. Anantjit Dealers Limited
1967 Delhi – 4. Dinkar Commercials Private
110048, India Limited
DIN: 01274171 5. RRP Management Services
Private Limited
Term: 5 years 6. Anekmurti Enterprises Limited

Occupation: Business
2. Mr. Mahavir Prasad Garg 57 WZ-17A, Gali 1. Progressflow Business Solutions
No-8, Krishna Private Limited
Designation: Non-Executive Puri, Tilak 2. RG Data Product Private Limited
Independent Director Nagar, Block 3. Lexaya Healthcare Private
E, Part-1, Limited
Date of Birth: March 10, 1967 Greater 4. Healo Medicine Private Limited
Kailash, New
DIN: 00081692 Delhi –
110018, India
Term: 5 years

Occupation: Service
3. Mr. Yogesh Kumar Garg 57 1145, None
Majestic
Designation: Non-Executive Tower,
Independent Director Mahagun
Mascot,

~ 98 ~
S. Name, designation, date of Age Address Other directorships
No. birth, term, period of (in
directorship, DIN, occupation years)
Date of Birth: February 04, 1967 Crossing
Republic,
DIN: 02144584 Dundhera,
Ghaziabad
Term: 5 years Uttar Pradesh
– 201016,
Occupation: Service India
4. Mr. Prabhat Modi 28 E-380, First 1. Anekmurti Enterprises Limited
Floor, Greater
Designation: Whole Time Kailash 1,
Director South Delhi –
110048, India
Date of Birth: October 22, 1995

DIN: 08193181

Term: 3 Years

Occupation: Business
5. Ms. Rekha Modi 54 E-380, First 1. Prabhat Management Services
Floor, Block- Private Limited
Designation: Non-Executive - E, Part-I, 2. RRP Management Services
Non-Independent (Woman) Greater Private Limited
Director Kailash, South 3. Anekmurti Enterprises Limited
Delhi – 4. Dinkar Commercials Private
Date of birth: February 07, 1970 110048, India Limited
5. Anantjit Dealers Limited
DIN: 01274200

Term: Not Applicable

Occupation: Business
6. Ms. Deepali Sehgal Kulshrestha 33 R-161, Vani None
Vihar Uttam
Designation: Non-Executive Nagar, Block
Independent (Woman) Director E, Part-1,
Greater
Date of Birth: November 29, Kailash, New
1990 Delhi –
110059, India
DIN: 10192105

Term: 5 years

~ 99 ~
 S. Name, designation, date of Age Address Other directorships
No. birth, term, period of (in
directorship, DIN, occupation years)
Occupation: Service

Brief Profile of Directors:

Mr. Raj Kumar Modi

(Managing Director)

Mr. Raj Kumar Modi, aged about 56 years, is an Executive Director of the Company. He is bachelor’s in
commerce by qualification and has vast experience of over 28 years in the field of Capital Market and Finance.

Mr. Mahavir Prasad Garg

(Non-Executive- Independent Director)

Mr. Mahavir Prasad Garg, aged about 57 years, is a Company Secretary and Bachelor of Law by qualification
and holds more than 30 years of experience in the field of Corporate Secretarial and Legal. He has vast
experience & knowledge in CS Secretarial, Stock Exchange Compliances and Legal work. He is currently
holding the position of Non-executive Independent Director on the board of the Company.

Mr. Yogesh Kumar Garg

(Non-Executive Independent Director)

Mr. Yogesh Kumar Garg is a dynamic professional aged 57 years and is a Bachelor’s in Commerce and Law.
He is also a member of Institute of Company Secretaries of India, The Institute of Cost Accountants of India.
He has about 28 years of work experience in the field of accounts, taxation, secretarial compliances under the
Companies Act and various other laws. He is currently holding the position of Non-executive Independent
Director on the board of the Company.

Mr. Prabhat Modi

(Whole time Director)

Mr. Prabhat Modi, aged about 28 years, He is B. Sc (Accounting & Finance) from University of Essex, United
Kingdom and PGDM (SM) from National Institute of Securities Market (NISM) by qualification. He has vast
experience in the field of corporate finance, Capital market operations, & Financial Restructuring. He is on the
Board as Executive Director.

Ms. Rekha Modi

(Non-Executive - Non-Independent Women Director)

Ms. Rekha Modi, aged 54 years, is B.Sc and Bachelor’s in Law. She is having a vast experience in Legal Matter,
Company Law & finance. She is on the Board as Non- Executive Non-Independent Women Director.

~ 100 ~
Ms. Deepali Sehgal
(Non-Executive Independent Women Director)

Ms. Deepali Sehgal, aged about 33 years, is a Company Secretary and Bachelor of Law by qualification. She
has experience of more than 5 years in the field of Corporate Secretarial and legal matters. She has vast
experience and knowledge in CS Secretarial, Stock Exchange compliances and Legal work. She is on the Board
as Non-Executive Independent Director of the Company.

Directorships of Directors in listed companies

i. None of our Directors are, or for the five years prior to the date of this Letter of Offer, have been on the
board of directors of any listed company whose shares have been/ were suspended from being traded
on any of the stock exchange, during his/ her tenure.

ii. None of our Directors has been or is a director on the board of directors of any listed company which
has been/ was delisted from any stock exchange(s), during his/ her tenure in the past ten years.

Details of Senior Management and KMP

S. No. Name Designation Date of Date of Reason

Appointment Cessation
1. Mr. Raj Kumar Modi Managing Director January 27, 2003 - NA
2. Mr. Prabhat Modi Whole time Director November 24, 2021 - NA
3. Mr. Chandresh Kumar Chief Financial August 09, 2019 - NA
Sharma Officer
4. Mr. Kailash Company Secretary February 16, 2022 - NA
& Compliance
Officer

Brief Profiles of KMP

Mr. Chandresh Kumar Sharma

(Chief Financial Officer)
Mr. Chandresh Sharma has over 15 years of experience in finance and accounting and has been instrumental in
managing the books of accounts, banking disbursals and transactions, taxation compliance including GST, TDS
and income tax for the company.

Mr. Kailash
(Company Secretary & Compliance Officer)
CS Kailash is an Associate member of the Institute of Company Secretaries of India and is also Commerce &
Law Graduate. He possesses over 7.5 years of experience in the field of compliances under various Corporate
Laws, listing agreement and RBI Compliances.

Arrangement or understanding with major shareholders, customers, suppliers or others.

There are no arrangements or understanding between major shareholders, customers, suppliers or others
pursuant to which any of the Directors were selected as a director or member of a senior management as on the

~ 101 ~
date of this Letter of Offer.

Relationship of Key Managerial Personnel with our Directors, Promoter and / or other Key Managerial
Personnel

None of the key managerial personnel are related to each other or to the Promoters or to any of our Directors
except that Mr. Raj Kumar Modi (Promoter), is the Managing Director of the Company and is the husband of
Mrs. Rekha Modi and Father of Mr. Prabhat Modi, both are also Directors and Promoters of the Company.

Management Organizational Structure

Set forth is the organization structure of the Company:

Board of Directors
Raj Kumar Mahavir Deepali Seghal
Rekha Modi Prabhat Modi Yogesh Garg
Modi Prasad Garg Kulshrestha

Executive Directors
Raj Kumar Modi
Prabhat Modi
(Managing Director)

Key Managerial Personel

Kailash Chandresh Kumar Sharma
(Company Secretary & Compliance Officer) (Chief Financial Officer)

…………………. This space has been left blank intentionally………………….

~ 102 ~
 SECTION V: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

S. No. Details Page Number

1. Audited Standalone Financial Statements for the financial year ended at March F 1 to F 44
31, 2024.
2. Unaudited Limited Reviewed Financial Results for the quarter ended at June 30, F 45 to F 47
2024

[The remainder of this page has been intentionally left blank]

~ 103 ~
F1
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F 44
 "O\ 1 PANKAJ GUPTA & CO.
CHARTERED ACCOUNTANTS

of ‘PMC
Independent Auditor's Limited Review Report on the Unaudited Stand alone Financial Results
Fincorp Limited’ for the quarter ended on June 30, 2024 pursuant to re quirement of Regulation 33 of
the Securities and Exchange Board of India (Listing Obligations an d Disclosure Requirements)
Regulations, 2015, as amended.

To
The Board of Directors
PMC Fincorp Limited

1. We have reviewed the accompanying Statement of Unaudited Standalone Financial Results

(“the Statement”) of PMC Fincorp Limited ("the Company"), for the quarter ended June 30,
2024 ("the Statement"), being submitted by the Company pursuant to the requirement of
Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended (hereinafter referred to as “the Listing Regulations”)

2. The Statement, which is the responsibility of the Company's Management and approved by the
Company's Board of Directors, has been prepared in accordance with the recognition and
measurement principles laid down in the Indian Accounting Standard 34, (Ind AS 34) "Interim
Financial Reporting", prescribed under Section 133 of the Companies Act, 2013 read with
relevant rules issued thereunder and other accounting principles generally accepted in India
and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to issue a
report on the Statement based on our review.

3. We 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 Institute of Chartered Accountants of India
(ICAI). 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's personnel responsible and applying analytical and other
review procedure to financial data and thus provide less assurance than an audit. We have not
performed the audit and accordingly, we do not express an audit opinion.
4. Based on our review conducted as stated in paragraph 3 above, nothing has come 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 Indian Accounting
Standard and other accounting principles generally accepted in India, has not disclosed the
information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it
is to be disclosed, or that it contains any material misstatement.

For PANKAJ GUPTA & CO.

Chartered Accountants
irm Registration No.: 019302N

CA. Pankaj Gupta

Date: July 11, 2024 Partner
Place: Delhi Membership No. 501398
UDIN: 24501398 8K AHT k980 ¢

Regd. Office: 1, Anand Vihar, Pitampura, Delhi 110034

Phone: 91-11-46051500, Mobile: +91-9999781500 Email: pankajgupta.pge@gmail.com
F 45
 PMC FINCORP LIMITED
CIN : L27109UP1885PLC006998
Regd Offica t- B-10 VIP Colony, CIvil Linos Rampur UP-244901
Corp Office :- 201 & 202, Second Floor, Rattan Jyotl Bullding,18, Rajondra Place, New Delhi-110008
Ph. : 011-47631026/26/27 Emall :- compliances @pmefincorp.com wabsite : www.pmefincorp.com
STATEMENT OF STANDALONE UNAUDITED RESULTS FOR THE QUARTER ENDED JUNE 30, 2024

(Rs.In Lakhs )
Quarter Ended Yoar Ended
S |particurs 3 Monie Ended
Unaudited
1_|Revenue from Operations
{8 ltareat income: 26181 30874 21056 95315
|®) Sale of Shares P B B
(c) Proft on Sale ofInvestments 48374 29.18 5089 4811
013 186 073 714
(@ Dhdend oome, e 5 N .
() Net gain on fair value changes
0 Ofher acoms 7478 3833 - 18957
Total Revenue from Operation 80498, s79.56] 27118, 155820
- 036 697 1036
¥ _[Other income
80498 579.92 am.15) 1568.56
W _[Total income (1+4)
Expenses
1738 3595 4218 15495
(@) Finance Cost
1623 1653 1635 7001
(b) Employee benefits expense
(<) Depreciation and amortization expense 149 241 241 964
(@ Purchases of stock-n-trade } } z j
(e) Changes in inventories of fnished goods, work-in-progress and siockiin trade 3 - B N
(0 Loss on Sale of Investments B B R
(0) Ot expenses: 300 16.14 313 7513
[Total Expenses 7 702 5408 30973
V_[Profit/(Loss) bofore exceptional items and tax (V) 73381 50890 18400 125883
B R } N
V1_[Exceptional tems
VI [Profit (Loss) before tax (IV-v1) 73381 508.90 18409 1,25883
[Tax Expenses
) Curent Tax 147,60 125.10 12510
= - = N
b) Adjustment Tax on Earter Years
- -09 - 0%
<) Deferred Tax
4780 12418 - 12414
VIl [Total Tax Expenses
IX_|Profitioss) for the periodiyear ( VIVIl) sa6.21 38475 18409 113489
X_|Other Comprehensive Income
tom that il not be reciassied to profi or loss
- B B
Re-mesurement o defined benefi obigalion
26145 4571 7876 4“0
Fair value changes of equity instruments through other comprehensive income <
Income Tax relting to items that wil not be reciassifid to proftor loss - R
/ (Loss) for the period / year 26145 45871 718 “xn
X1_|Other comprehensive Income
Yotal Comprehensive income for the period [Comprising of Profitioss and other 32476 83,95 20285 117898
XII | comprehensive Income (X+X)
54061 534061 534061 534061
Xil_|Paid Up Equity Share Capital (Face value Rs.1/-)
61712
X1V other Equity
XV_|Eamings Per Sh
0.1 007 003 021
Basic in Rs ) (Not Annuaised) 021
011 007 003
[Dilted (in R (Not Annualised)

INITIALED FOR IDENTIFICATION

PANKAJ GUPTA
& CO.

F 46
s . - = " = T T e

Notes :

[The sbove standalone results for the quarer ended Juno 30, 2024 along wilh restalod Comparaiive quarter have boon reviewed by the Audit Cormmities and subsequentl spproved by e Board|
1 |of Directors of the Company at its meeting heid on July 11, 2024. The Statutory Auditors of the Company have carried out a Liited Review of these Resuits, and have expressed an unmodified|
opinon.
[PNIC Fincorp Liited (the Company) is a Non-Deposit taking Non-Banking Financial Company (-NBFC-ND") registered wilh the Reserve Bank of india (the RBI") and classified as NBFC - Base|
2 |Layer under the Master Direction - Reserve Bank of India (Non-Banking Financial Company- Scale Based Regulation) Dicections, 2023 dated October 19, 2023 read with the Scale Based|
[Reguiation (SBR): A Revised Regulatory Framework for NBFCs dated October 22, 2021 issued by RBI.
[The Financial Results of the Company have been prepared in accordance
with Indian Accounting Standard (Ind AS) as per Companies (Indian Accounting Standards) Rules, 2015 (as amended|
3 |from time to time) and notified under Section 133 of the Companies Act, 2013.
4 |As the company is engaged in a single segment .e., Financial / Investment Actvites, hence there is no separale reportable segment as per Ind AS 108.
[Provision for taxalion includes provision for current tax for the quarter ended June 30, 2024, comparatively, the provision for current tax for quarler ended March 31, 2024 includes taxation for the|
5 |full year ended March 31, 2024
6| There were no investor complaints known o the Company outstanding at the beginning and at the end of quarter ended June 30, 2024,
7__|Additonalinformations for the year ended June 30, 2024.
Quarter ended Year onded
[Particulars Junr 30,2024 | March31,2024 | Junr30,2023 | March31, 2004 | M4reh3T,
(Un-Audited) (Audited) (Un-Audited) Gudived) | B
+i | Deb-Equity
o Ratio By [Debt securites + Borrowing (other than debl secures) + Deposis + oher 008 0.1 028 o8 oz
i [Net Worth (in akhs) (Total Equit] 1184260 1152006 1059978 11520.06] 1033695
i_|Net Profit afer tax (infakhs) 58622 387.02 164.09) 113696 6331
iv_|Eaming per share [not annuaiised] o011 0.07] 00 021|012
v Total debs of total assetsTrato [Debl securtes + Borrowings
Kestoond (ofher than debt securiies) + 007, 0.14 022 o oz
vi [Net proft margin [Profit afer tax'Total Income] 7269%) 66.30%) 66.18% 7234%| _8.10%)
8 _[These financial result will be made available on the companies web site viz www pmcfincorp.com and on the website of BSE LLd. viz www.bseindia.com respectively.
9 _|The figure of previous quarlerslyear have been regroupedireciassified, wherever necessary.
10_|Eamings Per Share (basic and diluted) for the period ended June 30, 2024 have ol been annualised.
For PMC FINCORP LIMITED|
INITIALED FOR IDENTIFICATION

Place : New Delhi R MODI

Date : 11/07/2024 PANKAJ GUPTA £ CO. Managing Director
DIN : 01274171

F 47
 STATEMENT OF ACCOUNTING RATIOS

The following tables present certain accounting and other ratios computed on the basis of amounts derived from
the Audited Standalone Financial Statements for the year ended March 31, 2024, March 31, 2023, and March
31, 2022 and for the quarter ending at June 30, 2024, included in "Financial Statements" on page 103:

1) Calculation of Basic and Diluted Earnings Per Share (EPS)

(₹ Lacs, except per share data)
Particulars Quarter ended Year ended Year ended Year ended
at June 30, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Basic EPS (₹) 0.11 0.21 (0.12) 0.04
Diluted EPS (₹) 0.11 0.21 (0.12) 0.04
Return on Net Worth (%) 4.84% 9.85% (6.15%) 1.99%
Net Asset Value per Equity 2.27 2.16 1.93 1.79
Share (₹)
EBITDA (₹ Lacs) 752.66 1,423.41 (474.91) 327.85

2) Calculation of Return on Net Worth

(₹ Lacs, except per share data)
Particulars Quarter ended Year ended Year ended Year ended
at June 30, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Net Profit/(loss) (A) 586.21 1,134.68 (636.31) 181.26
Equity Share Capital (B) 5,340.61 5,340.61 5,340.61 5,090.61
Other equity (including non- 6,763.43 6,177.22 4,996.34 4,022
controlling interest) (C)
Net Worth (D)= (B + C) 12,104.04 11,517.83 10,336.96 9,112.61
Return on Net Worth (A / 4.84% 9.85% (6.15%) 1.99%
D) * 100 (%)

3) Calculation of Net Worth and Net Asset Value per Equity Share
(₹ Lacs, except per share data)
Particulars Quarter ended Year ended Year ended Year ended
at June 30, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Equity Share capital (A) 5,340.61 5,340.61 5,340.61 5,090.61
Other equity (including non- 6,763.43 6,177.22 4,996.34 4,022
controlling interest) (B)
Net Worth (C) = (A + B) 12,104.04 11,517.83 10,336.96 9,112.61
No. of Equity shares 5,340.61 5,340.61 5,340.61 5,090.61
subscribed and fully paid
outstanding (D)
Net Asset Value per Equity 2.27 2.16 1.93 1.79
Share {C / (D/10^5)} (₹)

~ 104 ~
4) Details of EBITDA
(₹ Lacs, except per share data)
Particulars Quarter ended Year ended Year ended Year ended
at June 30, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Profit/ (Loss) after tax (A) 586.21 1,134.68 (636.39) 181.26
Income tax expense (B) 147.6 124.14 (0.08) 73.76
Finance costs (C) 17.36 154.95 156.76 71.34
Depreciation and 1.49 9.64 4.80 1.49
amortisation expense (D)
Exceptional items (E) - - - -
EBITDA (F)= 752.66 1,423.41 (474.91) 327.85
(A+B+C+D+E)

The formulae used in the computation of the above ratios are as follows:

Basic EPS Profit and loss attributable to Equity shareholders of Company / Weighted
average number of Equity shares outstanding at the end of the period
Diluted EPS Profit and loss attributable to Equity shareholders of Company after exceptional
item, as applicable / Weighted average number of Equity shares outstanding at
the end of the period (including convertible Securities)
Return on Net Worth Profit/(loss) after tax for the period as presented in the standalone statement of
profit and loss in the Financial Statements / Net Worth
Net Worth Net worth means the aggregate value of the paid-up share capital and all
reserves created out of the profits and 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
Net Asset Value per Net Worth / Number of Equity Shares subscribed and fully paid outstanding
Equity Share
EBITDA Profit/(loss) after tax for the period adjusted for income tax expense, finance
costs, depreciation and amortisation expense, exceptional items, as presented
in the standalone Financial Statements

…………………. This space has been left blank intentionally………………….

~ 105 ~
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion is intended to convey management’s perspective on our financial condition and results
of operations together with our Financial Statements for the year ended March 31, 2024, March 31, 2023, and
March 31, 2022, and our Limited Reviewed Unaudited Financial Results for the quarter ended June 30, 2024,
and corresponding quarter ended June 30, 2023. One should read the following discussion and analysis of our
financial condition and results of operations in conjunction with our section titled “Financial Statements” and
the chapter titled “Financial Information” on page 103 of the Letter of Offer. This discussion contains
forward-looking statements and reflects our current views with respect to future events and our financial
performance and involves numerous risks and uncertainties, including, but not limited to, those described in the
section entitled “Risk Factors” on page 23 of this Letter of Offer. Actual results could differ materially from
those contained in any forward-looking statements and, for further details regarding forward-looking
statements, kindly refer to the chapter titled “Forward-Looking Statements” on page 18 of this Letter of Offer.
Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a
particular financial year are to the 12-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to PMC
Fincorp Limited, our Company. Unless otherwise indicated, financial information included herein is based on
our Financial Statements for the year ended March 31, 2024, March 31, 2023, and March 31, 2022, and our
Limited Reviewed Unaudited Financial Results for the quarter ended June 30, 2024, and corresponding quarter
ended June 30, 2023, included in this Letter of Offer beginning on page 103.

BUSINESS OVERVIEW

Our Company is a non-systematically important Non-Banking Financial Company Non-accepting public

deposits (“NBFC-ND-NSI) registered with the RBI. Our Company is primarily engaged in the business of
trading in shares, financing (Corporate and Personal Finance), and investing in the securities of Listed and
Unlisted Companies.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our financial condition and results of operations are affected by numerous factors and uncertainties, including
those discussed in the section titled ‘Risk Factors’ on page 23 of this Letter of Offer. The following is a
discussion of certain factors that have had, and we expect will continue to have, a significant effect on our
financial condition and results of operations:

• adverse effect of competition on our market share and profits;

• our ability to:
- manage our growth effectively;
- manage our credit risk;
- manage our quality of services;
- hire and retain senior management personnel and other skilled manpower;
- manage the cost of compliance with labor laws or other regulatory developments;
- manage our operating costs;
- successfully implement our business strategies and expansion plans;
- maintain effective internal controls;

~ 106 ~
• changes in general, political, social, and economic conditions in India and elsewhere;
• general levels of GDP growth, and growth in employment and personal disposable income; and
• economic uncertainties, fiscal crises, or instability in India.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies have been applied consistently to the periods presented in the Financial Statements.
For details of our significant accounting policies, please refer section titled “Financial Statements” on page
103.

CHANGE IN ACCOUNTING POLICIES IN PREVIOUS 3 YEARS

Except as mentioned in the section “Financial Information” on page 103, there has been no change in
accounting policies in the last 3 years.

DISCUSSION ON RESULTS OF OPERATION

Total Income

Our revenue comprises of Revenue from operations, Profit on Purchase/Sale of Investments, and other incomes.

Revenue from operations

Our revenue from operations arises from the Sale of shares, Interest income, Dividend income, Miscellaneous
Income, and other income (Income from Future & Options and Trading in Shares (Intra Day)).

Other Incomes
Our other income is from Exp. W/Back, Bad Debt recovery.

Expenditure

Our total expenditure primarily consists of Purchase of Stocks & Shares, Change in Inventories of finished
goods, work in progress and stock in trade, Employee Benefits Expenses, Loss on purchase/sale of Investments,
Finance Costs, Depreciation & Amortization Expenses, and Other Administrative Expenses.

Employee benefits expenses

Employee benefit expenses consist of Salaries, Wages, & Bonus, and Staff Welfare Expense.

Finance costs
Our finance costs comprise interest.

Depreciation and amortization expenses

Depreciation and amortization expenses consist of Tangible and intangible assets which are depreciated and
amortized over periods corresponding to their estimated useful lives.

Other Administrative expenses

Our other expenses primarily include Advertisement Expenses, Bad Debt Written Off, Board Meeting Fee,

~ 107 ~
Books Paper & Periodicals, Computer Maintenance, Conveyance Expenses, Custodian Charges-CDSL/NSDL,
Donation Expenses, Interest Paid on Taxes, Internet Expenses, Legal and Professional Expenses, Office
Expenses, Postage Expenses, Printing and Stationery, Registrar and Transfer Agent Fee, Rent Rates & Water,
Electricity Charges, ROC Filling Fee, Share Trading Expenses, Stock Exchange Expenses, Stock Exchange
penalties, Subscription Expenses, Telephone Expenses, Training Expenses, Travelling Expenses, Vehicle
Running & Maintenance Expenses, Payment of Remuneration to Auditors (Statutory Audit and Internal Audit)

RESULTS OF OPERATIONS

The table below sets forth a summary of our financial Statement containing significant items of our income
and expenses for the year ended March 31, 2024, March 31, 2023, and March 31, 2022, included in the section
titled "Financial Information" on page 103.

(₹ in Lakhs)
Standalone Financial Statement for the year ended
% of % of
Particulars March Increase/D March Increase/ March
increase/ increase/
31, 2024 ecrease 31, 2023 Decrease 31, 2022
Decrease Decrease
INCOMES:
Revenue from 1149.87 302.26 35.66 847.61 109.42 14.82 738.19
Operations
Profit on 406.11 406.11 0.00 - - 0.00 -
Purchase/sale of
Investments
Other income 10.36 8.24 388.68 2.12 2.12 0.00 0
Total Revenue 1,566.34 716.61 84.33 849.73 111.54 15.11 738.19
EXPENSES:
Purchase of Stocks 0 0 0.00 0 (4.56) (100.00) 4.56
& Shares
Change in (2.23) (19.97) (112.57) 17.74 22.30 (489.04) (4.56)
Inventories of
finished goods,
work in progress
and stock in trade
Employee Benefit 70.01 4.23 6.43 65.78 9.75 17.40 56.03
expenses
Loss on 0 (966.44) (100.00) 966.44 966.44 0.00 -
purchase/sale of
Investments
Other 75.13 (199.49) (72.64) 274.62 (79.69) (22.49) 354.31
Administrative
Expenses
Total Expense 142.91 (1181.67) (89.21) 1,324.58 914.24 222.80 410.34
Profit before 1,423.43 1898.28 (399.76) (474.85) (802.70) (244.84) 327.85
Interest,

~ 108 ~
 Depreciation and
Tax
Depreciation and 9.64 4.84 100.83 4.80 3.31 222.15 1.49
amortization
expenses
Profit before 1,413.79 1893.44 (394.75) (479.65) (806.01) (246.97) 326.36
Interest and Tax
Interest Expense 154.95 (1.81) (1.15) 156.76 85.42 119.74 71.34
Profit/(Loss) 1,258.84 1895.25 (297.80) (636.41) (891.43) (349.55) 255.02
before tax
Total tax expenses 124.14 124.05 137833.3 0.09 (73.67) (99.88) 73.76
3
Profit/(loss) after 1,134.70 1771.2 (278.27) (636.50) (817.76) (451.15) 181.26
Tax

The table below sets forth a summary of our Limited Reviewed Unaudited Financial Results for quarter
ended at June 30, 2024, and the corresponding quarter ended at June 30, 2023, included in the section titled
"Financial Information" on page 103.

(₹ in Lakhs)
Standalone Financial Statement for the period ended
June 30, Increase/Decrease % of June 30, 2023
Particulars
2024 increase/
Decrease
INCOMES:
Revenue from Operations 804.98 533.8 196.84 271.18
Other income 0 (6.97) (100) 6.97
Total Revenue 804.98 526.83 189.4 278.15
EXPENSES:
Purchase of Stocks & Shares 0 0 0 0
Change in Inventories of finished goods, 0 0 0 0
work in progress, and stock in trade
Employee Benefit Expenses 16.23 (0.12) (0.73) 16.35
Loss on purchase/sale of Investments 0 0 0 0
Other Administrative Expenses 36.09 2.96 8.93 33.13
Total Expense 52.32 2.84 5.74 49.48
Profit before Interest, Depreciation 752.66 523.99 229.15 228.67
and Tax
Depreciation and amortization expenses 1.49 (0.92) (38.17) 2.41
Profit before Interest and Tax 751.17 524.91 231.99 226.26
Interest Expense 17.36 (24.8) (58.82) 42.16
Profit/(Loss) before tax 733.81 549.71 298.59 184.1
Total tax expenses 147.6 147.6 0 -
Profit/(loss) after Tax 586.21 402.11 218.42 184.1

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COMPARISON OF HISTORICAL RESULTS OF OPERATIONS

COMPARISION OF FISCAL 2024 WITH FISCAL 2023

Total Income
Our total revenue for Fiscal 2024 was ₹ 1566.34 lakhs as compared to ₹ 849.73 lakhs for Fiscal 2023,
representing an increase of 84.33 %. Bifurcated into revenue from operations and other income:

Revenue from operations

Our revenue from operations for Fiscal 2024 was ₹ 1149.87 lakhs as compared to ₹ 847.61 lakhs for Fiscal
2023, representing an increase of 35.66%. The increase in Revenue from operations was primarily due to an
increase in interest income and profit from short term trading in derivatives and shares.

Profit on Purchase/Sale of Investments

Our Profit on Purchase/Sale of Investments for Fiscal was ₹ 406.11 lakhs as compared to ‘Nil’ for Fiscal 2023.

Other Income
Our other income for Fiscal 2024 was ₹ 10.36 lakhs as compared to ₹ 2.12 lakhs for Fiscal 2023, representing
an increase of 388.68%. The increase in other income was primarily due to refund of penalty amount of Rs. 10
Lakh paid to SEBI after SAT gave a decision in favor of our appeal.

Total Expenses
Our Total Expenses for the Fiscal 2024 was ₹ 307.51 lakhs as compared to ₹ 1486.12 lakhs for the Fiscal 2023,
representing a decrease of 79.31%. Bifurcated in varied expenses as explained below:

Change in Inventories of finished goods, work in progress, and stock in trade

Change in Inventories of finished goods, work in progress, and stock in trade for the Fiscal 2024 was (₹2.23)
lakhs as compared to ₹ 17.74 lakhs for the Fiscal 2023, representing a decrease of 112.57%. The decrease in
Change in Inventories of finished goods, work in progress, and stock in trade was primarily due to change in
notional value of shares held by the company.

Employee benefits Expenses

Our employee benefit expenses for the Fiscal 2024 were ₹ 70.01 lakhs as compared to ₹ 65.78 lakhs for the
Fiscal 2023, representing an increase of 6.43%. The increase in Employee benefits expenses was primarily due
to rise in salaries and wages paid by the company.

Loss on Purchase/sale of Investments

Our loss on purchase/sale of Investments for Fiscal 2024 was Nil as compared to ₹ 966.44 lakhs for the Fiscal
2023, representing a decrease of 100%.

Finance costs
Finance costs for Fiscal 2024 were ₹ 154. 95 lakhs as compared to ₹ 156.76 lakhs for the Fiscal 2023
representing a decrease of 1.15%. The decrease in finance costs was primarily due to decrease in liabilities of
the company resulting in decrease in interest paid during the year.

Depreciation and amortization Expenses

~ 110 ~
Our depreciation and amortization expenses for the Fiscal 2024 were ₹ 9.64 lakhs as compared to ₹ 4.80 lakhs
for the Fiscal 2023, representing an increase of 100.83%. The increase in Depreciation and amortization
expenses was primarily due to increase in equipment (furniture) of the company.

Other Administrative expenses

Our other expenses for Fiscal 2024 were ₹ 75.13 lakhs as compared to ₹ 274.62 Lakhs for Fiscal 2023,
representing a decrease of 72.64 %. This decrease pertains to no bad debts written off during the Fiscal 2024.

Taxation
Total tax expense for Fiscal 2024 was ₹ 124.14 lakhs as compared to ₹ 0.09 lakhs for Fiscal 2023, representing
an increase of 137833.33%. The increase was primarily due to increase in profits.

Profit/Loss after Tax

As a result of the aforesaid, Our Company earned a profit for the year on a basis for the Fiscal 2024 was ₹
1,134.70 lakhs as compared to the loss of (₹636.50) lakhs for the Fiscal 2023, representing a decrease of
278.27%. The decrease was primarily due to increase in interest income and profits from trading in derivatives
and shares.

COMPARISION OF FISCAL 2023 WITH FISCAL 2022

Total Income
Our total revenue for Fiscal 2023 was ₹ 849.73 lakhs as compared to ₹ 738.19 lakhs for the Fiscal 2022,
representing an increase of 15.11%. Bifurcated into revenue from operations and other income:

Revenue from operations

Our revenue from operations for Fiscal 2023 was ₹ 847.61 lakhs as compared to ₹ 738.19 lakhs for Fiscal 2022,
representing an increase of 14.82%. The increase in Revenue from operations was primarily due to an increase
in interest income, sale of shares and dividend income.

Other Income
Our other income for Fiscal 2023 was ₹ 2.12 lakhs as compared to Nil for Fiscal 2022.

Total Expenses
Our Total Expenses for Fiscal 2023 was ₹ 1,486.12 lakhs as compared to ₹ 483.17 lakhs for Fiscal 2022,
representing an increase of 207.58%. Bifurcated in varied expenses as explained below:

Change in Inventories of finished goods, work in progress, and stock in trade

Change in Inventories of finished goods, work in progress, and stock in trade for the Fiscal 2023 was ₹17.74
lakhs as compared to (₹ 456) Lakh for the Fiscal 2022, representing a decrease of 489.04%. The decrease in
Change in Inventories of finished goods, work in progress, and stock in trade was primarily due to change in
notional value of shares held by the company.

Employee benefits Expenses

Our employee benefit expenses for Fiscal 2023 were ₹ 65.78 lakhs as compared to ₹ 56.03 lakhs for Fiscal
2022, representing an increase of 17.40%. The increase in Employee benefits expenses was primarily due to
increase in salaries and wages paid by the company.

~ 111 ~
Loss on Purchase/sale of Investments
Our loss on purchase/sale of Investments for Fiscal 2023 was ₹ 966.44 lakhs as compared to Nil for Fiscal 2022.

Finance costs
Finance costs for Fiscal 2023 were ₹ 156.76 lakhs as compared to ₹ 71.34 lakhs for Fiscal 2022 representing
an increase of 119.74%. The increase in finance costs was primarily due to increase in borrowings resulting in
increase in interest expense.

Depreciation and amortization Expenses

Our depreciation and amortization expenses for the Fiscal 2023 were ₹ 4.80 lakhs as compared to ₹ 1.49 lakhs
for the Fiscal 2022, representing an increase of 222.15%. The increase in Depreciation and amortization
expenses was primarily due to increase in office equipment such as furniture and fixtures.

Other Administrative expenses

Our other expenses for Fiscal 2023 were ₹ 274.62 lakhs as compared to ₹ 354.31 Lakhs for Fiscal 2022,
representing a decrease of 22.49 %. This decrease pertains to decrease in bad debts written off during the year.

Taxation
Total tax expense for Fiscal 2023 was ₹ 0.09 lakhs as compared to ₹ 73.76 lakhs for Fiscal 2022, representing
a decrease of 99.88%. The decrease was primarily due to loss during the fiscal 2023.

Profit/Loss after Tax

As a result of the aforesaid, Our Company suffered a loss for the year on a basis for the Fiscal 2023 was ₹636.50
lakhs as compared to the profit of ₹ 181.26 lakhs for the Fiscal 2022, representing a decrease of 451.15%. The
decrease was primarily due to loss on sale of shares.

COMPARISION OF PERIOD ENDED 30TH JUNE 2024 WITH PERIOD ENDED 30TH JUNE 2023

Total Income
Our total revenue for the period ended June 30, 2024, was ₹ 804.98 lakhs as compared to ₹ 278.15 lakhs for the
period ended June 30, 2023, representing an increase of 189.4%. Bifurcated into revenue from operations and
other income:

Revenue from operations

Our revenue from operations for the period ended June 30, 2024, was ₹ 804.98 lakhs as compared to ₹271.18
lakhs for the period ended June 30, 2023, representing an increase of 196.84%. The increase in Revenue from
operations was primarily due to an increase in profit on sale of investments.

Other Income
Our other income for the period ended June 30, 2024, was Nil as compared to ₹ 6.97 Lakh for the period ended
June 30, 2023.

Total Expenses
Our Total Expenses for the period ended June 30, 2024, was ₹ 71.17 lakhs as compared to ₹ 94.06 lakhs for the
period ended June 30, 2023, representing a decrease of 25.40%. Bifurcated in varied expenses as explained
below:

~ 112 ~
Employee benefits Expenses
Our employee benefit expenses for the period ended June 30, 2024, was ₹16.23 lakhs as compared to ₹16.35
lakhs for the period ended June 30, 2023, representing a decrease of 0.73%.

Finance costs
Finance costs for the period ended June 30, 2024, was ₹ 17.36 lakhs as compared to ₹ 42.16 lakhs for the period
ended June 30, 2023, representing a decrease of 58.82%. The decrease in finance costs was primarily due to
decrease in borrowing of the company.

Depreciation and amortization Expenses

Our depreciation and amortization expenses for the period ended June 30, 2024, was ₹1.49 lakhs as compared
to ₹2.41 lakhs for the period ended June 30, 2023, representing a decrease of 38.17%. The decrease in
Depreciation and amortization expenses was primarily due to accounting for depreciation during the year.

Other Administrative expenses

Our other expenses for the period ended June 30, 2024, was ₹36.09 lakhs as compared to ₹33.13 Lakhs for the
period ended June 30, 2023, representing an increase of 8.93%. This increase pertains to expenses related to
exchange and depositories charges.

Taxation
Total tax expense for the period ended June 30, 2024, was ₹147.6 lakhs as compared to Nil for the period ended
June 30, 2023.

Profit/Loss after Tax

As a result of the aforesaid, Our Company earned a profit for the period on a basis for the period ended June
30, 2024, was ₹586.21 lakhs as compared to a profit of ₹184.1 lakhs for the period ended June 30, 2023,
representing an increase of 218.42%. The increase was primarily due to profit on sale of investments.

…………………. This space has been left blank intentionally………………….

~ 113 ~
 SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND DEFAULTS

Our Company is subject to various legal proceedings from time to time, mostly arising in the ordinary course
of our business. Except as disclosed below there are no outstanding litigation involving our Company with
respect to (i) issues of moral turpitude or criminal liability on the part of our Company, (ii) material violations
of statutory regulations by our Company, (iii) economic offences where proceedings have been initiated against
our Company, (iv) any matters which if they result in an adverse outcome would materially and adversely affect
operations or financial position of our Company.

The Rights Issue Committee of the Board of Directors in their meeting held on September 07, 2024 has
determined that outstanding litigation involving the Company, its Directors, its Promoters and its subsidiaries
shall be considered material if the aggregate monetary claim made by or against the Company, its Directors, its
Promoters and its subsidiaries, in any pending civil litigation proceeding exceeds Rs. 18.10/- Lakhs i.e., lower
of the following limits:

i. two percent of the turnover for FY 2023-24. The turnover of the Company for FY 2023-24 is Rs.
1,566.00/- Lakhs and two percent of the same is Rs. 31.32/- Lakhs;
ii. two percent of the net worth for FY 2023-24. The net worth of the Company for Fiscal 2024 is Rs.
11,510.00/- Lakhs and two percent of the same is Rs. 230.20/- Lakhs;
iii. five percent of the average absolute value of profit after tax, as per the last three Audited Financial
Statements of the Company. The average of absolute value of profit after tax, as per the last three
audited financial statements is Rs. 362.00/- Lakhs and five percent of the same is Rs. 18.10/- Lakh.

A. LITIGATIONS INVOLVING OUR COMPANY

I. LITIGATIONS FILED AGAINST OUR COMPANY

a. All Criminal proceedings:

NIL

b. All actions by regulatory authorities and statutory authorities:

PMC Fincorp Limited Vs SEBI

Statutory Appeal Filed by SEBI in Supreme Court in response to SAT order dated September 12,
2023 quashing SEBI Adjudication order dated May 31, 2021 imposing a penalty of INR 10 lakhs
under Sections 12A (a), (b), (c) of the SEBI Act, 1992 r/w Reg. 3(a), (b), (c), (d); 4(1); 4(2)(a), (e)
of SEBI (PFUTP) Regulations, 2003.

c. Claims related to direct and indirect taxes:

Statute Period Description Amount Particulars

(Assessment (Net Dues)
Year) (Rs. In Lakh)

~ 114 ~
 Income Tax 2013-14 Order U/s 143(3) 66.48 The Company has
Act, 1961 2014-15 of Income Tax 62.28 filed appeal before
2015-16 Act, 1961 151.95 the Commissioner
2016-17 459.70 of Income Tax
2017-18 407.92 (Appeals), Kanpur
2018-19 1,237.52
2019-20 236.13
Note: The demands raised by the Income Tax department are protective in nature, and it is an
established law recovery of demand is not permissible in such cases.

d. Other matters based on materiality policy of our Company:

NIL

II. LITIGATION FILED BY OUR COMPANY:

a. All Criminal proceedings:

NIL

b. All actions by regulatory authorities and statutory authorities:

NIL

c. Claims related to direct and indirect taxes:

Statute Period Description Amount Particulars
(Assessment (Net Dues)
Year) (Rs. In Lakh)
Income Tax 2013-14 Order U/s 143(3) 66.48 The Company has
Act, 1961 2014-15 of Income Tax 62.28 filed appeal before
2015-16 Act, 1961 151.95 the Commissioner
2016-17 459.70 of Income Tax
2017-18 407.92 (Appeals), Kanpur
2018-19 1,237.52
2019-20 236.13

d. Other matters based on materiality policy of our Company:

NIL

B. LITIGATIONS INVOLVING OUR SUBSIDIARY/ GROUP COMPANY

III. LITIGATIONS FILED AGAINST OUR SUBSIDIARY/ GROUP COMPANY

a. All Criminal proceedings:

SFIO Vs Adarsh Build Estate Limited

The investigation was initiated by the Serious Fraud Investigation Office (SFIO) into the Adarsh
Group of Companies scam. One KMP of the Adarsh Group of Companies was accused of

~ 115 ~
 misappropriation and diversion of funds. The said KMP later conducted a real estate transaction
through his own group of companies. Raj Kumar Modi, through his companies Amarendra Financial
Pvt. Ltd. and Dinkar Commercial Pvt. Ltd., provided a loan of INR 4,00,00,000 to the said KMP’s
company. However, SFIO incorrectly construes it as a transaction of fund routing and thus, Raj
Kumar Modi, Amarendra Financial Private Limited and Dinkar Commercial Private Limited have
been named as accused in the criminal complaint so filed before the trial court. The charges are of
Section 447 of the Companies Act, 2013; Sections 418 and 420 of the Indian Penal Code (IPC) read
with Section 120-B of the IPC. Raj Kumar Modi has been granted interim bail from the Hon’ble
Supreme Court of India in the matter vide order dated August 16, 2021. The matter is pending in the
trial court and the Hon’ble Supreme Court of India.
Raj Kumar Modi, Amarendra Financial Private Limited and Dinkar Commercial Private Limited
have filed a quashing petition before the High Court of Punjab and Haryana for quashing SFIO’s
complaint; the matter is pending.
The matter does not have any relation and no financial/operational impact on PMC Fincorp Limited.

b. All actions by regulatory authorities and statutory authorities:

NIL

c. Claims related to direct and indirect taxes:

▪ Amarendra Financial Private Limited

Statute Period Description Amount Particulars
(Assessment (Net Dues)
Year) (Rs. In Lakh)
Income 2015-16 Section 153C 325.89 The Company has
Tax Act, 2016-17 Section 154 91.73 filed appeal
1961 2017-18 Section 153C 174.21 before the
2018-19 Section 153C 139.17 Commissioner of
2019-20 Section 143(3) 78.56 Income Tax
(Appeals),
Kanpur
Note: The demands raised by the Income Tax department are protective in nature, and it is an
established law recovery of demand is not permissible in such cases.

▪ Dinkar Commercials Private Limited

Statute Period Description Amount Particulars
(Assessment (Net Dues)
Year) (Rs. In Lakh)
Income 2017-18 Section 153A 663.34 The Company has
Tax Act, 2018-19 Section 153A 431.38 filed appeal
1961 2019-20 Section 143(3) 102.07 before the
2022-23 Section 143(3) 56.95 Commissioner of
Income Tax
(Appeals),
Kanpur
Note: The demands raised by the Income Tax department are protective in nature, and it is an
established law recovery of demand is not permissible in such cases.

~ 116 ~
 ▪ Filmcity Media Limited
Statute Period Description Amount Particulars
(Assessment (Net Dues)
Year) (Rs. In Lakh)
Income 2011-12 Order under 525.90 Appeal to the
Tax Act, Section 144, IT Commissioner of
1961 Demand Income-tax
2011-12 Order under 232.52 (Appeals),
Section Mumbai
271(1)(c),
Penalty Demand

d. Other matters based on materiality policy of our Company:

NIL

IV. LITIGATION FILED BY OUR SUBSIDIARY/ GROUP COMPANY:

a. All Criminal proceedings:

NIL

b. All actions by regulatory authorities and statutory authorities:

NIL

c. Claims related to direct and indirect taxes:

▪ Amarendra Financial Private Limited
Statute Period Description Amount Particulars
(Assessment (Net Dues)
Year) (Rs. In Lakh)
Income 2015-16 Section 153C 325.89 The Company has
Tax Act, 2016-17 Section 154 91.73 filed appeal
1961 2017-18 Section 153C 174.21 before the
2018-19 Section 153C 139.17 Commissioner of
2019-20 Section 143(3) 78.56 Income Tax
(Appeals),
Kanpur
Note: The demands raised by the Income Tax department are protective in nature, and it is an
established law recovery of demand is not permissible in such cases.

▪ Dinkar Commercials Private Limited

Statute Period Description Amount Particulars
(Assessment (Net Dues)
Year) (Rs. In Lakh)
Income 2017-18 Section 153A 663.34 The Company has
Tax Act, 2018-19 Section 153A 431.38 filed appeal
1961 2019-20 Section 143(3) 102.07 before the
2022-23 Section 143(3) 56.95 Commissioner of
Income Tax

~ 117 ~
 (Appeals),
Kanpur
Note: The demands raised by the Income Tax department are protective in nature, and it is an
established law recovery of demand is not permissible in such cases.

▪ Filmcity Media Limited

Statute Period Description Amount Particulars
(Assessment (Net Dues)
Year) (Rs. In Lakh)
Income 2011-12 Order under 525.90 Appeal to the
Tax Act, Section 144, IT Commissioner of
1961 Demand Income-tax
2011-12 Order under 232.52 (Appeals),
Section Mumbai
271(1)(c),
Penalty Demand

d. Other matters based on materiality policy of our Company:

Amarendera Financial Pvt. Ltd. v. Cynosure Real Estate Pvt. Ltd.

Application filed under Rule 11 of National Company Law Tribunal Rules, 2016 by Amarendra
Financial Private Limited before the National Company Law Tribunal (“NCLT”) seeking
rectification of NCLT’s order dated 19.04.2022 for the recovery of the loan of Rs. 1,70,00,000
granted to Cynosure Real Estate Pvt. Ltd. (‘Cynosure’). The ground for filing the Application was
the fraud played by Cynosure, who actively suppressed and concealed material facts and records
demonstrating the existence of financial debt. The matter is presently pending at the stage of
arguments.

Dinkar Commercials Pvt. Ltd. v. Cynosure Real Estate Pvt. Ltd.

Application filed under Rule 11 of National Company Law Tribunal Rules, 2016 by Dinkar
Commercials Private Limited before the National Company Law Tribunal (‘NCLT”) seeking
rectification of NCLT order dated 19.04.2022 for the recovery of the loan of Rs. 2,30,00,000 granted
to Cynosure Real Estate Pvt. Ltd. (‘Cynosure’). The ground for filing the Rule 11 Application was
on account of the fraud played by Cynosure, who actively suppressed and concealed material facts
and records demonstrating the existence of financial debt. The matter is presently pending at the
stage of arguments.

C. LITIGATION INVOLVING OUR PROMOTERS:

I. LITIGATIONS AGAINST OUR PROMOTERS:

~ 118 ~
a. All criminal proceedings:

SFIO Vs Adarsh Build Estate Limited

The investigation was initiated by the Serious Fraud Investigation Office (SFIO) into the Adarsh
Group of Companies scam. One KMP of the Adarsh Group of Companies was accused of
misappropriation and diversion of funds. The said KMP later conducted a real estate transaction
through his own group of companies. Raj Kumar Modi, through his companies Amarendra Financial
Pvt. Ltd. and Dinkar Commercial Pvt. Ltd., provided a loan of INR 4,00,00,000 to the said KMP’s
company. However, SFIO incorrectly construes it as a transaction of fund routing and thus, Raj
Kumar Modi, Amarendra Financial Private Limited and Dinkar Commercial Private Limited have
been named as accused in the criminal complaint so filed before the trial court. The charges are of
Section 447 of the Companies Act, 2013; Sections 418 and 420 of the Indian Penal Code (IPC) read
with Section 120-B of the IPC. Raj Kumar Modi has been granted interim bail from the Hon’ble
Supreme Court of India in the matter vide order dated August 16, 2021. The matter is pending in the
trial court and the Hon’ble Supreme Court of India.
Raj Kumar Modi, Amarendra Financial Private Limited and Dinkar Commercial Private Limited
have filed a quashing petition before the High Court of Punjab and Haryana for quashing SFIO’s
complaint; the matter is pending.
The matter does not have any relation and no financial/operational impact on PMC Fincorp Limited.

b. All actions by regulatory authorities and statutory authorities:

SEBI vs RRP Management Services, Prabhat Management Services, and Raj Kumar Modi

Statutory Appeal Filed by SEBI in Supreme Court (Against RRP Management Services, Prabhat
Management Services, and Raj Kumar Modi) in response to SAT order dated September 12, 2023
quashing SEBI Adjudication order dated May 31, 2021 imposing a penalty of INR 30 lakhs under
Sections 12A (a), (b), (c) of the SEBI Act, 1992 r/w Reg. 3(a), (b), (c), (d); 4(1); 4(2)(a), (e) of SEBI
(PFUTP) Regulations, 2003.

c. Disciplinary action including penalty imposed by SEBI or Stock Exchanges against the
promoters in the last five financial years including outstanding action:
NIL

d. Claims related to direct and indirect taxes:

▪ Raj Kumar Modi
Statute Period Description Amount Particulars
(Assessment (Net Dues)
Year) (Rs. In Lakh)
Income Tax Act, 2013-14 Section 153A 404.11 An appeal has
1961 2014-15 Section 153A 209.39 been filed before
2015-16 Section 153A 371.27 the Commissioner
2016-17 Section 153A 191.59 of Income Tax
2017-18 Section 153A 93.03 (Appeals),
2018-19 Section 153A 217.98 Kanpur

~ 119 ~
 2019-20 Section 143(3) 22.65

▪ Rekha Modi
Statute Period Description Amount Particulars
(Assessment (Net Dues)
Year) (Rs. In Lakh)
Income Tax Act, 2019-20 Section 143(3) 4.48 An appeal has
1961 been filed before
the Commissioner
of Income Tax
(Appeals),
Kanpur

▪ RRP Management Services Private Limited

Statute Period Description Amount Particulars
(Assessment (Net Dues)
Year) (Rs. In Lakh)
Income Tax Act, 2013-14 Section 153A 61.22 An appeal has
1961 2016-17 Section 153A 6.10 been filed before
2018-19 Section 153A 42.89 the Commissioner
of Income Tax
(Appeals),
Kanpur
Note: The demands raised by the Income Tax department are protective in nature, and it is an
established law recovery of demand is not permissible in such cases.
▪ Prabhat Management Services Private Limited
Statute Period Description Amount Particulars
(Assessment (Net Dues)
Year) (Rs. In Lakh)
Income Tax Act, 2013-14 Section 153A 12.44 An appeal has
1961 2014-15 Section 153A 68.98 been filed before
2016-17 Section 153A 6.95 the Commissioner
2018-19 Section 153A 1,255.39 of Income Tax
2019-20 Section 143(3) 1.44 (Appeals),
Kanpur
Note: The demands raised by the Income Tax department are protective in nature, and it is an
established law recovery of demand is not permissible in such cases.

e. Other Matters based on Materiality Policy of our Company:

NIL

II. LITIGATION FILED BY OUR PROMOTERS:

a. All criminal proceedings:

NIL

~ 120 ~
 b. Other Matters based on Materiality Policy of our Company:
NIL

D. LITIGATION INVOLVING OUR DIRECTORS (OTHER THAN PROMOTERS):

I. LITIGATIONS AGAINST OUR DIRECTORS (OTHER THAN PROMOTERS):

a. All criminal proceedings:

NIL

b. All actions by regulatory authorities and statutory authorities:

NIL

c. Disciplinary action including penalty imposed by SEBI or Stock Exchanges against the
promoters in the last five financial years including outstanding action:
NIL

d. Claims related to direct and indirect taxes:

NIL

e. Other Matters based on Materiality Policy of our Company:

NIL

II. LITIGATION FILED BY OUR DIRECTORS (OTHER THAN PROMOTERS):

a. All criminal proceedings:

NIL

b. Other Matters based on Materiality Policy of our Company:

NIL

Other Disclosures

• Our Company, its Promoters, Promoter Group, Directors or any companies with which the
Directors of our Company are associated as directors or promoters have not been prohibited from
accessing the capital markets under any order or direction passed by SEBI which is still in force.
• The Promoters and Directors of our Company are not declared as fugitive economic offender.
• Neither our Company, our Directors nor our Promoters are or have been declared as willful
defaulters or fraudulent borrower by a bank or financial institution or a consortium thereof in
accordance with the guidelines issued by RBI.

Material development since the date of the last audited accounts

In the opinion of the Board of the Company there have not arisen any circumstances since the date
of the last financial statements as disclosed in the Letter of Offer and which materially and adversely

~ 121 ~
affect or is likely to affect within the next twelve months except authorization by the Board of
Directors to raise the funds by way of Rights Issue of Security.

~ 122 ~
 GOVERNMENT APPROVALS OR LICENSING ARRANGEMENTS

Our Company is required to comply with the provisions of various laws and regulations and obtain approvals,
registrations, permits and licenses under them for conducting our operations. The requirement for approvals
may vary based on factors such as the activity being carried out and the legal requirements in the jurisdiction in
which we are operating. Further, our obligation to obtain and renew such approvals arises periodically and
applications for such approvals are made at the appropriate stage. Our Company has obtained all material
consents, licenses, permissions and approvals from governmental and regulatory authorities that are required
for carrying on our present business activities. In the event, some of the approvals and licenses that are required
for our business operations expire in the ordinary course of business, we will apply for their renewal, from time
to time. As on the date of this Letter of Offer, there are no pending material approvals required for our Company,
to conduct our existing business and operations.

Material pending government and regulatory approvals pertaining to the Objects of the Issue

As on the date of this Letter of Offer, there are no material pending government and regulatory approvals
pertaining to the Objects of the Issue.

…………………. This space has been left blank intentionally………………….

~ 123 ~
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for this Issue

This Issue has been authorized by a resolution of our Board passed at its meeting held on June 05, 2024, pursuant
to Section 62(1)(a) and other applicable provisions of the Companies Act, 2013.

The Rights Issue Committee of the Board of Directors of our Company in its meeting held on September 07,
2024, has resolved to issue Rights Equity Shares to the Eligible Equity Shareholders, at an Issue Price of ₹ 2.75/-
per Rights Equity Share, in the ratio of 1:3 i.e., 1 (One) Rights Equity Shares for every 3 (Three) Equity Shares,
as held on the Record Date.

Our Company has received in-principle approval from BSE in accordance with Regulation 28(1) of the Listing
Regulations for listing of the Rights Equity Shares to be allotted in this Issue vide letter dated October 17, 2024.

Our Company will also make applications to BSE to obtain trading approval for the Rights Entitlements as
required under the SEBI Rights Issue Circulars. Our Company has been allotted the ISIN INE793G20019, for
the Rights Entitlements to be credited to the respective demat accounts of the Equity Shareholders of our
Company. For details, see “Terms of the Issue” on page 128.

Prohibition by SEBI

Our Company, our Promoters, our Directors, the members of our Promoter Group and persons in control of our
Company have not been prohibited from accessing the capital market or debarred from buying or selling or
dealing in securities under any order or direction passed by SEBI or any securities market regulator in any
jurisdiction or any authority/court as on date of this Letter of Offer.

The companies with which our Promoters or our Directors are associated as promoters or directors have not
been debarred from accessing the capital market by SEBI. There is no outstanding action initiated against them
by SEBI in the five years preceding the date of filing of this Letter of Offer.

Neither our Promoters nor our Directors have been declared as fugitive economic offender under Section 12 of
Fugitive Economic Offenders Act, 2018 (17 of 2018).

Eligibility for this Issue

Our Company is a listed company and has been incorporated under the Companies Act, 1956. Our Equity Shares
are presently listed on the BSE Limited. Our Company is eligible to offer the Rights Equity Shares pursuant to
the Issue in terms of applicable provisions of Chapter III of the SEBI ICDR Regulations, Part B of Schedule VI
and other applicable provisions of the SEBI ICDR Regulations.

Compliance with Regulations 61 and 62 of the SEBI ICDR Regulations

Our Company is in compliance with the conditions specified in Regulations 61 and 62 of the SEBI ICDR
Regulations, to the extent applicable. Further, in relation to compliance with Regulation 62(1)(a) of the SEBI
ICDR Regulations, our Company undertakes to make application for listing of the Rights Equity Shares to be
issued pursuant to this Issue. BSE is the Designated Stock Exchange for this Issue.

~ 124 ~
Applicability of the SEBI ICDR Regulations:

The present Issue being of less than ₹ 5,000 Lakhs. Our Company is in compliance with first proviso to
Regulation 3 of the SEBI ICDR Regulations, to the extent applicable and our Company will file the copy of this
Letter of Offer prepared in accordance with the SEBI ICDR Regulations with SEBI for information and
dissemination on the website of SEBI i.e., www.sebi.gov.in.

Compliance with Clause (1) of Part B of Schedule VI of the SEBI ICDR Regulations

Our Company is in compliance with the provisions specified in Clause (1) of Part B of Schedule VI of the SEBI
ICDR Regulations as explained below:

1. Our Company has been filing periodic reports, statements and information in compliance with the Listing
Agreement or the SEBI Listing Regulations, as applicable for the last one year immediately preceding
the date of filing of the Letter of Offer with the SEBI and until date.

2. The reports, statements and information referred to above are available on the websites of stock
exchanges.

3. Our Company has an investor grievance-handling mechanism which includes meeting of the
Stakeholders’ Relationship Committee at frequent intervals, appropriate delegation of power by our
Board as regards share transfer and clearly laid down systems and procedures for timely and satisfactory
redressal of investor grievances.

As our Company satisfies the conditions specified in Clause (1) of Part B of Schedule VI of SEBI ICDR
Regulations, disclosures in this Letter of Offer have been made in terms of Clause (4) of Part B of Schedule VI
of SEBI ICDR Regulations. The Company has obtained a certificate from M/s Anamika Bhola & Associates,
Company Secretaries dated July 31, 2024 certifying that the Company is in compliance with Clause (1) of Part
B of Schedule VI of SEBI ICDR Regulations.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THE LETTER OF OFFER

TO SEBI SHOULD NOT, IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS
BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY
EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH
THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS
MADE OR OPINIONS EXPRESSED IN THIS LETTER OF OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT THE ISSUER IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE LETTER OF OFFER.

Disclaimer clauses from our Company

Our Company accepts no responsibility for statements made otherwise than in this Letter of Offer or in any
advertisement or other material issued by our Company or by any other persons at the instance of our Company
anyone placing reliance on any other source of information would be doing so at his own risk.

~ 125 ~
Investors who invest in this Issue will be deemed to have represented by our Company and their respective
directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules,
regulations, guidelines and approvals to acquire Equity Shares of our Company and are relying on independent
advice / evaluation as to their ability and quantum of investment in this Issue.

Disclaimer with respect to jurisdiction

This Letter of Offer has been prepared under the provisions of Indian laws and the applicable rules and
regulations thereunder. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate
court(s) in Delhi, India only.

Designated Stock Exchange

The Designated Stock Exchange for the purpose of this Issue is BSE Limited.

Disclaimer Clause of BSE

As required, a copy of this Letter of Offer has been submitted to BSE. The Disclaimer Clause as intimated by
BSE to us, post scrutiny of this Letter of Offer is set out below:

“BSE Limited (“the Exchange”) has given vide its letter dated October 17, 2024, permission to this Company
to use the Exchange’s name in this Letter of Offer as the stock exchange on which this Company’s securities
are proposed to be listed. The Exchange has scrutinized this Letter of Offer for its limited internal purpose of
deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any
manner:

• Warrant, certify or endorse the correctness or completeness of any of the contents of this Letter of Offer;
or
• Warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
• Take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company.

and it should not for any reason be deemed or construed that this Letter of Offer has been cleared or approved
by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company
may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated
herein or for any other reason whatsoever”

It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or
construed that the Letter of Offer has been cleared or approved by BSE Limited, nor does it certify the
correctness or completeness of any of the contents of the Letter of Offer. The investors are advised to refer to
the Letter of Offer for the full text of the Disclaimer clause of the BSE Limited.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever

~ 126 ~
by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any other reason
whatsoever.”

Filing

The Letter of Offer has not been filed with the SEBI for its observations as the size of the issue is less than ₹
5,000 Lakhs which does not require issuer to file the Letter of Offer with SEBI. The issuer has filed the Letter
of Offer with BSE for obtaining in-principle approval.

Investor Grievances and Redressal System

Investors may contact the Registrar or our Company Secretary and Compliance Officer for any pre-Issue or
post-Issue related matter. All grievances relating to the ASBA process may be addressed to the Registrar, with
a copy to the SCSBs (in case of ASBA process), giving full details such as name, address of the Applicant,
contact number(s), E-mail address of the sole/ first holder, folio number or demat account number, number of
Rights Equity Shares applied for, amount blocked (in case of ASBA process), ASBA Account number and the
Designated Branch of the SCSBs where the Application Form or the plain paper application, as the case may
be, was submitted by the Investors along with a photocopy of the acknowledgement slip (in case of ASBA
process), and copy of the e- acknowledgement (in case of normal process). For details on the ASBA process
see “Terms of the Issue” on page 128 of the Letter of Offer. The contact details of our Registrar to the Issue
and our Company Secretary are as follows:

Registrar to the Issue

Skyline Financial Services Private Limited

Address: D-153-A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi – 110020, India
Telephone: 011-40450193-197
Fax: 011-26812682
E-mail: ipo@skylinerta.com
Investor grievance: grievances@skylinerta.com
Website: www.skylinerta.com
Contact person: Mr. Anuj Rana
SEBI Registration No: INR000003241

Investors may contact the Company Secretary and Compliance Officer at the below mentioned address
for any pre-Issue/ post-Issue related matters such as non-receipt of Letters of Allotment / share
certificates/ demat credit/Refund Orders etc.

Mr. Kailash,
Company Secretary and Compliance Officer
Flat No. 201 & 202, 2nd Floor, Rattan Jyoti Building, 18, Rajendra Place, New Delhi- 110008, India
Telephone: 011-47631025, 26, 27 | Fax: NA |
Email: compliances@pmcfincorp.com | Website: www.pmcfincorp.com

~ 127 ~
 SECTION VII: OFFERING INFORMATION

TERMS OF THE ISSUE

This Section applies to all Investors. ASBA Investors should note that the ASBA process involves procedures
that may be different from that applicable to other Investors and should carefully read the provisions applicable
to such Applications, in this Letter of Offer, the Abridged Letter of Offer, the Application Form and the Rights
Entitlement Letter, before submitting an Application Form. Our Company is not liable for any amendments,
modifications or changes in applicable law which may occur after the date of this Letter of Offer. Investors who
are eligible to apply under the ASBA process, as the case may be, are advised to make their independent
investigations and to ensure that the Application Form and the Rights Entitlement Letter are correctly filled up.

Investors are requested to note that application in the Issue can only be made through ASBA or any other mode
which may be notified by SEBI.

The Rights Entitlement on the Equity Shares, the ownership of which is currently under dispute and including
any court proceedings or are currently under transmission or are held in a demat suspense account and for
which our Company has withheld the dividend, shall be held in abeyance and the Application Form along with
the Rights Entitlement Letter in relation to these Rights Entitlements shall not be dispatched pending resolution
of the dispute or court proceedings or completion of the transmission or pending their release from the demat
suspense account. On submission of such documents/ records confirming the legal and beneficial ownership of
the Securities with regard to these cases on or prior to the Issue Closing Date, to the satisfaction of our
Company, our Company shall make available the Rights Entitlement on such Equity Shares to the identified
Eligible Equity Shareholder. The identified Eligible Equity Shareholder shall be entitled to subscribe to the
Rights Equity Shares pursuant to the Issue during the Issue Period with respect to these Rights Entitlement and
subject to the same terms and conditions as the Eligible Equity Shareholder.

The Rights Equity Shares proposed to be issued on a rights basis, are subject to the terms and conditions
contained in the Letter of Offer, the Abridged Letter of Offer, including the Application Form and the Rights
Entitlement Letter, the MOA and AOA of our Company, the provisions of the Companies Act, the terms and
conditions as may be incorporated in the FEMA, applicable guidelines and regulations issued by SEBI or other
statutory authorities and bodies from time to time, the SEBI Listing Regulations, terms and conditions as
stipulated in the allotment advice or security certificate and rules as may be applicable and introduced from
time to time.

OVERVIEW

The Issue and the Rights Equity Shares proposed to be issued on a rights basis, are subject to the terms and
conditions contained in this Letter of Offer, the Abridged Letter of Offer, the Application Form and the Rights
Entitlement Letter, the Memorandum of Association and the Articles of Association, the provisions of
Companies Act, FEMA, the SEBI ICDR Regulations, the SEBI Listing Regulations and the guidelines,
notifications and regulations issued by SEBI, the Government of India and other statutory and regulatory
authorities from time to time, approvals, if any, from the SEBI, the RBI or other regulatory authorities, the
terms of Listing Agreements entered into by our Company with the Stock Exchange and terms and conditions
as stipulated in the Allotment Advice.

Important:

~ 128 ~
1) Dispatch and availability of Issue materials:

In accordance with the SEBI ICDR Regulations and SEBI Rights Issue Circulars, Letter of Offer, the
Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue material
will be sent/ dispatched only to the Eligible Equity Shareholders who have provided their Indian address
to our Company and who are located in jurisdictions where the offer and sale of the Rights Entitlement
or Rights Equity Shares is permitted under laws of such jurisdiction and does not result in and may not
be construed as, a public offering in such jurisdictions. In case such Eligible Equity Shareholders have
provided their valid e-mail address, Letter of Offer, the Abridged Letter of Offer, the Application Form,
the Rights Entitlement Letter and other Issue material will be sent only to their valid e-mail address and
in case such Eligible Equity Shareholders have not provided their e-mail address, then the Letter of Offer,
the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue material
will be physically dispatched, on a reasonable effort basis, to the Indian addresses provided by them.

Further, the Letter of Offer will be sent/dispatched, by the Registrar on behalf of our Company to the
Eligible Equity Shareholders who have provided their Indian addresses to our Company and who make a
request in this regard.

Investors can access the Letter of Offer, the Abridged Letter of Offer, and the Application Form (provided
that the Eligible Equity Shareholder is eligible to subscribe for the Rights Equity Shares under applicable
securities laws) on the websites of:

a) Our Company at www.pmcfincorp.com

b) the Registrar to the Issue at www.skylinerta.com
c) the Stock Exchange at www.bseindia.com ; and

Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the
website of the Registrar at (i.e. www.skylinerta.com) by entering their DP ID and Client ID or Folio Number
(in case of Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date) and
PAN. The link for the same shall also be available on the website of our Company (i.e.,
www.pmcfincorp.com) and PAN.

Further, our Company will undertake all adequate steps to reach out the Eligible Equity Shareholders
who have provided their Indian address through other means, as may be feasible. However, our Company,
and the Registrar to the Issue will not be liable for non-dispatch of physical copies of Issue materials,
including the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the
Application Form attributable to the non-availability of the e-mail addresses of Eligible Equity
Shareholders or electronic transmission delays or failures, or if the Application Forms or the Rights
Entitlement Letters are delayed or misplaced in transit.

2) Facilities for Application in this Issue:

In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circular, and
the ASBA Circulars, all Investors desiring to make an Application in this Issue are mandatorily
required to use the ASBA process. Investors should carefully read the provisions applicable to such
Applications before making their Application through ASBA. For details, refer to “Procedure for

~ 129 ~
 Application through the ASBA Process” on page 141.

Investors can submit either the Application Form in physical mode to the Designated Branches of the
SCSBs or online/electronic Application through the website of the SCSBs (if made available by such
SCSB) authorizing the SCSB to block the Application Money in an ASBA Account maintained with the
SCSB. Application through ASBA facility in electronic mode will only be available with such SCSBs
who provide such facility. Investors applying through the ASBA facility should carefully read the
provisions applicable to such Applications before making their Application through the ASBA process.
For details, titled “Procedure for Application through the ASBA Process” on page 141.

Please note that subject to SCSBs complying with the requirements of SEBI Circular
CIR/CFD/DIL/13/2012 dated September 25, 2012, within the periods stipulated therein, Applications
may be submitted at the Designated Branches of the SCSBs.

Further, in terms of the SEBI Circular CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for
making Applications by SCSBs on their own account using ASBA facility, each such SCSB should have
a separate account in its own name with any other SEBI registered SCSB(s). Such account shall be used
solely for the purpose of making an Application in this Issue and clear demarcated funds should be
available in such account for such an Application.

Applicants should note that they should very carefully fill in their depository account details and PAN
in the Application Form or while submitting application through online/electronic Application
through the website of the SCSBs (if made available by such SCSB). Please note that incorrect
depository account details or PAN or Application Forms without depository account details shall be
treated as incomplete and shall be rejected. For details refer “Grounds for Technical Rejection”. Our
Company, the Registrar, and the SCSBs shall not be liable for any incomplete or incorrect demat
details provided by the Applicants.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept
the offer to participate in this Issue by making plain paper Applications. Please note that Eligible Equity
Shareholders making an application in this Issue by way of plain paper applications shall not be permitted
to renounce any portion of their Rights Entitlements. For details, refer chapter titled “Application on
Plain Paper under ASBA process” on page 144.

3) Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders:

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue
Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in
dematerialized form only. Prior to the Issue Opening Date, our Company shall credit the Rights
Entitlements to (i) the demat accounts of the Resident Eligible Equity Shareholders holding the Equity
Shares in dematerialized form; and (ii) a demat suspense escrow account (namely, “PMC FINCORP
LIMITED-RIGHT ISSUE”) opened by our Company, for the Resident Eligible Equity Shareholders which
would comprise Rights Entitlements relating to (a) Equity Shares held in a demat suspense account
pursuant to Regulation 39 of the SEBI Listing Regulations; or (b) Equity Shares held in the account of
IEPF authority; or (c) the demat accounts of the Resident Eligible Equity Shareholder which are frozen
or details of which are unavailable with our Company or with the Registrar on the Record Date; or (d)
Equity Shares held by Eligible Equity Shareholders holding Equity Shares in physical form as on Record
Date where details of demat accounts are not provided by Eligible Equity Shareholders to our Company

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 or Registrar; or (e) credit of the Rights Entitlements returned/reversed/failed; or (f) the ownership of the
Equity Shares currently under dispute, including any court proceedings; or (g) Eligible Equity
Shareholders who have not provided their Indian addresses.

Eligible Equity Shareholders, whose Rights Entitlements are credited in demat suspense escrow account
opened by our Company, are requested to provide relevant details (such as copies of self-attested PAN,
valid address proof, and client master sheet of demat account etc., details/ records confirming the legal
and beneficial ownership of their respective Equity Shares) to the Company or the Registrar not later than
Friday, November 15, 2024, being two Working Days prior to the Issue Closing Date, i.e., Tuesday,
November 19, 2024 to enable the credit of the Rights Entitlements by way of transfer from the demat
suspense escrow account to their respective Demat accounts by Monday, November 18, 2024 being one
day before the Issue Closing Date, i.e., Tuesday, November 19, 2024 to enable such Eligible Equity
Shareholders to make an application in this Issue, and this communication shall serve as an intimation to
such Eligible Equity Shareholders in this regard. Such Eligible Equity Shareholders are also requested to
ensure that their demat account is active, details of which have been provided to the Company or the
Registrar, to facilitate the aforementioned transfer.

Eligible Equity Shareholders can obtain the details of their Rights Entitlements from the website of the
Registrar (i.e., www.skylinerta.com) by entering their DP ID and Client ID or Folio Number (in case of
Eligible Equity Shareholders holding Equity Shares in physical form) and PAN.

PLEASE NOTE THAT CREDIT OF THE RIGHTS ENTITLEMENTS IN THE DEMAT

ACCOUNT DOES NOT, PER SE, ENTITLE THE INVESTORS TO THE RIGHTS EQUITY
SHARES AND THE INVESTORS HAVE TO SUBMIT AN APPLICATION FOR THE RIGHTS
EQUITY SHARES ON OR BEFORE THE ISSUE CLOSING DATE AND MAKE PAYMENT OF
THE APPLICATION MONEY.

4) Application by Resident Eligible Equity Shareholders holding Equity Shares in physical form:

Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI
Rights Issue Circulars, the credit of Rights Entitlements and Allotment of Equity Shares shall be made in
dematerialized form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical
form as on Record Date and desirous of subscribing to Equity Shares in this Issue are advised to furnish
the details of their demat account to the Registrar or our Company at least two Working Days prior to the
Issue Closing Date, to enable the credit of their Rights Entitlements in their respective demat accounts at
least one day before the Issue Closing Date.

In accordance with the SEBI Rights Issue Circulars, (a) the Eligible Equity Shareholders, who hold Equity
Shares in physical form as on Record Date; or (b) the Eligible Equity Shareholders, who hold Equity
Shares in physical form as on Record Date and who have not furnished the details of their demat account
to our Company or Registrar at least two Working Days prior to the Issue Closing Date, desirous of
subscribing to Rights Shares may also apply in this Issue during the Issue Period.

Application by such Eligible Equity Shareholders is subject to following conditions:

a) The Eligible Equity Shareholders are residents;

b) The Eligible Equity Shareholders are not making payment from non-resident account;
c) The Eligible Equity Shareholders shall not be able to renounce their Rights Entitlements; and

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 d) The Eligible Equity Shareholders shall receive Rights Shares, in respect of their Application, only in
demat mode.

Prior to the Issue Opening Date, the Rights Entitlements of those resident Eligible Equity Shareholders,
among others, who hold Equity Shares in physical form, and whose demat account details are not
available with our Company or Registrar, shall be credited in a demat suspense escrow account opened
by our Company.

Accordingly, such resident Eligible Equity Shareholders are required to send a communication to our
Company containing the name(s), Indian address, email address, contact details, and the details of their
demat account along with a copy of self-attested PAN and self-attested client master sheet of their demat
account either by post, speed post, courier, electronic mail, or hand delivery, to enable process of credit
of Rights Shares in such demat account.

5) Application for Additional Equity Shares

Investors are eligible to apply for additional Equity Shares over and above their Rights Entitlements,
provided that they are eligible to apply for Equity Shares under applicable law and they have applied for
all the Equity Shares forming part of their Rights Entitlements without renouncing them in whole or in
part. Where the number of additional Equity Shares applied for exceeds the number available for
Allotment, the Allotment would be made as per the Basis of Allotment finalized in consultation with the
Designated Stock Exchange. Applications for additional Equity Shares shall be considered and Allotment
shall be made in accordance with the SEBI ICDR Regulations and in the manner as set out in “Basis of
Allotment” beginning on page 158.

6) Other important links and helpline:

The Investors can visit the following links for the below-mentioned purposes:
(a) Frequently asked questions and online/ electronic dedicated investor helpdesk for guidance on the
Application process and resolution of difficulties faced by the Investors: www.skylinerta.com.
(b) Updation of Indian address/ email address/ mobile number in the records maintained by the Registrar
or our Company: www.skylinerta.com.
(c) Updation of demat account details by resident Eligible Equity Shareholders holding shares in
physical form: www.skylinerta.com.

Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for additional
Equity Shares. Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply
for additional Equity Shares.

Investors to kindly note that after purchasing the Rights Entitlements through On Market Renunciation /
Off Market Renunciation, an Application has to be made for subscribing to the Rights Equity Shares. If
no such Application is made by the renouncee on or before Issue Closing Date, then such Rights
Entitlements will get lapsed and shall be extinguished after the Issue Closing Date and no Rights Equity
Shares for such lapsed Rights Entitlements will be credited. For procedure of Application by shareholders
who have purchased the Right Entitlement through On Market Renunciation / Off Market Renunciation,
please refer to the heading titled “Procedure for Application through the ASBA process” on page 141 of
this Letter of Offer.

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Renouncees

All rights or obligations of the Eligible Equity Shareholders in relation to Applications and refunds relating to
the Issue shall, unless otherwise specified, apply to the Renouncee(s) as well.

Authority for the Issue

This Issue has been authorized by a resolution of our Board passed at its meeting held on June 05, 2024 pursuant
to Section 62(1)(a) and other applicable provisions of the Companies Act, 2013. The Rights Issue Committee
of the Board of Directors of our Company in its meeting held on September 07, 2024 has resolved to issue
Rights Equity Shares to the Eligible Equity Shareholders, at Rs. 2.75/- per Rights Equity Share, in the ratio of
1:3 i.e., 1 (One) Rights Equity Share for every 3 (Three) Equity Shares, as held on the Record Date.

Our Company has received in-principle approval from BSE in accordance with Regulation 28 of the SEBI
Listing Regulations for listing of the Rights Equity Shares to be Allotted in the Issue pursuant to its letter dated
October 17, 2024.

Basis for the Issue

The Rights Equity Shares are being offered for subscription for cash to the Eligible Equity Shareholders whose
names appear as beneficial owners as per the list to be furnished by the Depositories in respect of the Equity
Shares held dematerialized form and on the register of members of our Company in respect of the Equity Shares
held in physical form at the close of business hours on the Record Date, decided in consultation with the
Designated Stock Exchange, but excludes persons not eligible under the applicable laws, rules, regulations and
guidelines.

Rights Entitlement (“REs”)

Eligible Equity Shareholders whose names appear as a beneficial owner in respect of the Equity Shares held in
dematerialized form or appear in the register of members as an Equity Shareholder of our Company in respect
of the Equity Shares held in physical form as on the Record Date, i.e., Friday, October 25, 2024, are entitled to
the number of Rights Equity Shares as set out in the Application Form.

Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website
of the Registrar to the Issue (www.skylinerta.com) by entering their DP ID and Client ID or Folio Number (in
case of Eligible Equity Shareholders holding Equity Shares in physical form). The link for the same shall also
be available on the website of our Company (www.pmcfincorp.com).

Rights Entitlements shall be credited to the respective Demat accounts of Eligible Equity Shareholders before
the Issue Opening Date only in dematerialized form. If the Eligible Equity Shareholders holding Equity Shares
in physical form as on Record Date, have not provided the details of their demat accounts to our Company or
to the Registrar, shall not be eligible to make an Application for Rights Equity Shares against their Rights
Entitlements with respect to the equity shares held in physical form. Such Eligible Equity Shareholders can
make an Application only after the Rights Entitlements is credited to their respective demat accounts.

Our Company is undertaking this Issue on a rights basis to the Eligible Equity Shareholders and the Abridged
Letter of Offer, the Application Form, the Rights Entitlement Letter, and other applicable Issue material (“Issue

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Materials”) will be sent/ dispatched only to the Eligible Equity Shareholders who have provided Indian address
and who are located in jurisdictions where the offer and sale of the Rights Entitlement. In case such Eligible
Equity Shareholders have provided their valid e-mail address, the Issue Materials will be sent only to their valid
e-mail address, and in case such Eligible Equity Shareholders have not provided their e-mail address, then the
Issue Materials will be dispatched, on a reasonable effort basis, to the Indian addresses provided by them. For
further details, see “Notice to Investors” on page 12 of this Letter of Offer.

PRINCIPAL TERMS OF THE RIGHTS EQUITY SHARES ISSUED UNDER THIS ISSUE

Face Value

Each Rights Equity Share will have a face value of Re. 1/- each.

Issue Price

Each Rights Equity Share is being offered at a price of Rs. 2.75/- per Rights Equity Share in the Issue. The Issue
Price has been arrived at by our Company prior to the determination of the Record Date.

The Rights Equity Shares issued in this Issue will be fully paid-up. The Issue Price and other relevant conditions
are in accordance with Regulation 10(4) of the SEBI Takeover Regulations. The Rights Issue Committee of the
Board of Directors of our Company, at their meeting held on September 07, 2024, has determined the Issue
Price. On Application, Investors will have to pay Rs. 2.75/- (Rupees Two and Seventy Five Paisa only) per
Rights Share which constitutes 100% of the Issue Price.

Rights Entitlement Ratio

The Rights Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio of
1:3 i.e. 1 (One) Rights Equity Share for every 3 (Three) Equity Share held on the Record Date.

Rights of instrument holder

Each Rights Equity Share shall rank pari passu with the existing Equity Shares of the Company.

Terms of Payment

The entire amount of the Issue Price of Rs. 2.75/- (including premium of Rs. 1.75 per Rights Equity Share) per
Rights Equity Share shall be payable at the time of Application.

Where an Applicant has applied for additional Rights Equity Shares and is allotted a lesser number of Rights
Equity Shares than applied for, the excess Application Money paid/blocked shall be refunded/unblocked. The
unblocking of ASBA funds/refund of monies shall be completed be within such period as prescribed under the
SEBI ICDR Regulations. In the event that there is a delay in making refunds beyond such period as prescribed
under applicable law, our Company shall pay the requisite interest at such rate as prescribed under applicable
law.

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Renunciation of Rights Entitlement

This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights Entitlements
credited to their respective demat account either in full or in part.

The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be
subject to provisions of FEMA Rule and other circulars, directions, or guidelines issued by RBI or the Ministry
of Finance from time to time. However, the facility of renunciation shall not be available to or operate in favor
of an Eligible Equity Shareholders being an erstwhile OCB unless the same is in compliance with the FEMA
Rules and other circulars, directions, or guidelines issued by RBI or the Ministry of Finance from time to time.

The renunciation of Rights Entitlements credited in your demat account can be made either by the sale of such
Rights Entitlements, using the secondary market platform of the Stock Exchanges, or through an off-market
transfer. For details, please see “Procedure for Renunciation of Rights Entitlements” on page 142.

Trading of Rights Entitlement

In accordance with the ASBA Circular, the Rights Entitlements credited shall be admitted for trading on the
Stock Exchange under ISIN: INE793G20019. Prior to the Issue Opening Date, our Company will obtain the
approval from the Stock Exchange for trading of Rights Entitlements. Investors shall be able to transfer their
Rights Entitlements either through On Market Renunciation or through Off Market Renunciation. The transfer
through On Market Renunciation and Off Market Renunciation will be settled through the depository
mechanism.

The On Market Renunciation shall take place electronically on the secondary market platform of the Stock
Exchange on a T+1 rolling settlement basis, where T refers to the date of trading. The transactions will be
settled on a trade-for-trade basis. The Rights Entitlements shall be tradable in dematerialized form only.

The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation,
i.e., from Thursday, November 07, 2024 to Tuesday, November 12, 2024 (both days inclusive). No assurance
can be given regarding the active or sustained On Market Renunciation or the price at which the Rights
Entitlements will trade. Eligible Equity Shareholders are requested to ensure that renunciation through off-
market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of
the Renouncee(s) on or prior to the Issue Closing Date. For details, please see “Procedure for Renunciation of
Rights Entitlements – On Market Renunciation” and “Procedure for Renunciation of Rights Entitlements – Off
Market Renunciation” on page 143. Once the Rights Entitlements are credited to the demat account of the
Renouncees, application in the Issue could be made until the Issue Closing Date.

PLEASE NOTE THAT THE RIGHTS ENTITLEMENTS WHICH ARE NEITHER RENOUNCED
NOR SUBSCRIBED BY THE INVESTORS ON OR BEFORE THE ISSUE CLOSING DATE SHALL
LAPSE AND SHALL BE EXTINGUISHED AFTER THE ISSUE CLOSING DATE.

Fractional Entitlements

The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio of 1:3
i.e. 1 (One) Rights Equity Share(s) for every 3 (Three) Equity Share(s) held on the Record Date. For Rights
Equity Shares being offered on a rights basis under the Issue, if the shareholding of any of the Eligible Equity
Shareholders is less than 3 (Three) Equity Share(s) or not in the multiple of 3 (Three), the fractional entitlement

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of such Eligible Equity Shareholders shall be ignored in the computation of the Rights Entitlement. However,
the Eligible Equity Shareholders whose fractional entitlements are being ignored as above will be given
preferential consideration for the Allotment of one Additional Rights Equity Share each if they apply for
Additional Rights Equity Shares over and above their Rights Entitlement.

For example, if an Eligible Equity Shareholder holds 4 (Four) Equity Shares, such Shareholder will be entitled
to 1 (One) Rights Equity Shares on a rights basis and will also be given a preferential consideration for the
Allotment of one Additional Rights Equity Share if the Shareholder has applied for additional Rights Equity
Shares.

Also, those Equity Shareholders holding less than 3 (Three) Equity Shares and therefore entitled to ‘Zero’
Rights Equity Share under this Issue shall be dispatched an Application Form with ‘Zero’ entitlement. Such
Eligible Equity Shareholders are entitled to apply for Additional Rights Equity Shares and would be given
preference in the Allotment of Additional Rights Equity share, if such Equity Shareholders have applied for the
Additional Rights Equity Shares. However, they cannot renounce the same to third parties. Application Forms
with zero entitlement will be non-negotiable/non-renounceable.

Ranking

The Rights Equity Shares to be issued and allotted pursuant to this Issue shall be subject to the provisions of
the Memorandum of Association and the Articles of Association, the provisions of the Companies Act, 2013,
FEMA, the SEBI ICDR Regulations, the SEBI Listing Regulations, and the guidelines, notifications and
regulations issued by SEBI, the Government of India and other statutory and regulatory authorities from
time to time, the terms of the Listing Agreements entered into by our Company with the Stock
Exchanges and the terms and conditions as stipulated in the Allotment advice. The Rights Equity Shares to be
issued and Allotted pursuant to this Issue shall rank pari-passu with the existing Equity Shares of our Company,
in all respects including dividends.

Listing and trading of the Rights Equity Shares to be issued pursuant to the Issue

As per the SEBI – Rights Issue Circular, the Rights Entitlements with a separate ISIN would be credited to the
demat account of the respective Eligible Equity Shareholders before the issue opening date. On the Issue
Closing date, the depositories will suspend the ISIN of REs for transfer, and once the allotment is done post the
basis of allotment approved by the designated stock exchange, the separate ISIN: INE793G20019 for REs so
obtained will be permanently deactivated from the depository system.

The existing Equity Shares of our Company are listed and traded under the ISIN: INE793G01035 on BSE.
Investors shall be able to trade their Rights Entitlements either through On Market Renunciation or through Off
Market Renunciation. The trades through On Market Renunciation and Off Market Renunciation will be settled
by transferring the Rights Entitlements through the depository mechanism.

The Rights Equity Shares proposed to be issued on a rights basis shall be listed and admitted for trading on BSE
subject to necessary approvals. Our Company has received in-principle approval from BSE vide their letter no.
LOD/RIGHT/TT/FIP/1151/2024-25 dated October 17, 2024. Our Company will apply to BSE for final approval
for the listing and trading of the Rights Equity Shares subsequent to their Allotment. No assurance can be given
regarding the active or sustained trading in the Rights Equity Shares or the price at which the Rights Equity
Shares offered under the Issue will trade after the listing thereof.

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Upon receipt of such listing and trading approval, the Rights Equity Shares proposed to be issued pursuant to
the Issue shall be debited from such temporary ISIN and credited in the existing ISIN and thereafter be available
for trading under the existing ISIN as fully paid-up Equity Shares of our Company. The temporary ISIN shall
be kept blocked till the receipt of final listing and trading approval from the Stock Exchange.

The Rights Equity Shares allotted pursuant to the Issue will be listed as soon as practicable and all steps for
completion of the necessary formalities for listing and commencement of trading of the Rights Equity Shares
shall be taken within the specified time.

In case our Company fails to obtain listing or trading permission from the Stock Exchange, our Company shall
refund through verifiable means/unblock the respective ASBA Accounts, the entire monies received/blocked
within four days of receipt of intimation from the Stock Exchange, rejecting the application for listing of the
Rights Equity Shares, and if any such money is not refunded/unblocked within four days after our Company
becomes liable to repay it, our Company and every director of our Company who is an officer-in-default shall,
on and from the expiry of the fourth day, be jointly and severally liable to repay that money with interest at
rates prescribed under applicable law.

Subscription to the Issue by our Promoters and Promoter Group

For details of the intent and extent of the subscription by our Promoters and Promoter Group, see “Capital
Structure – Intention and extent of participation by our Promoters and Promoter Group in the Issue” on page
53.

Compliance with SEBI (ICDR) Regulations

Our Company shall comply with the applicable provisions of the SEBI (ICDR) Regulations. Our Company
shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of holders of Equity Shares

Subject to applicable laws, the Equity Shareholders shall have the following rights:

• The right to receive dividend, if declared;

• The right to vote in person, or by proxy;
• The right to receive offers for rights shares and be allotted bonus shares, if announced;
• The right to receive surplus on liquidation;
• The right of free transferability of Equity Shares;
• The right to attend general meetings and exercise voting powers in accordance with law, unless prohibited
by law; and
• Such other rights as may be available to a shareholder of a listed public company under the Companies
Act, the Memorandum of Association and the Articles of Association.

Subject to applicable law and Articles of Association, holders of Rights Equity Shares shall be entitled to the
above rights on such Rights Equity Shares in this Issue.

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Joint Holders

Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the
same as the joint holders with the benefit of survivorship subject to the provisions contained in our Articles of
Association. In case of Equity Shares held by joint holders, the Application submitted in physical mode to the
Designated Branch of the SCSBs would be required to be signed by all the joint holders (in the same order as
appearing in the records of the Depository) to be considered as valid for allotment of Rights Equity Shares
offered in this Issue.

Nomination

The nomination facility is available in respect of the Rights Equity Shares in accordance with the provisions of
the Section 72 of the Companies Act read with Rule 19 of the Companies (Share Capital and Debenture) Rules,
2014. An Investor can nominate any person by filling the relevant details in the Application Form in the space
provided for this purpose.

Since the Allotment of Rights Equity Shares is in dematerialized form only, there is no need to make a
separate nomination for the Rights Equity Shares to be Allotted in the Issue. Nominations registered with
respective Depository Participant of the Investor would prevail. Any Investor desirous of changing the
existing nomination is requested to inform its respective Depository Participant.

Restrictions on transfer and transmission of shares and on their consolidation/splitting

There are no restrictions on transfer and transmission and on their consolidation/splitting of shares issued
pursuant to this Issue. However, the Investors should note that pursuant to provisions of the SEBI Listing
Regulations, with effect from April 1, 2019, except in case of transmission or transposition of securities, the
request for transfer of securities shall not effected unless the securities are held in the dematerialized form with
a depository.

Notices

In accordance with the SEBI ICDR Regulations and SEBI Rights Issue Circulars, our Company will
send/dispatch the Abridged Letter of Offer, the Rights Entitlement Letter, Application Form, and other issue
materials only to the Eligible Equity Shareholders who have provided an Indian address to our Company and
who are located in jurisdictions where the offer and sale of the Rights Entitlement or Rights Equity Shares is
permitted under laws of such jurisdiction and does not result in and may not be construed as, a public offering
in such jurisdictions. In case the Eligible Equity Shareholders have provided their valid e-mail address, the Issue
Materials will be sent only to their valid e-mail address, and in case the Eligible Equity Shareholders have not
provided their e-mail address, then the Issue Materials will be dispatched, on a reasonable effort basis, to the
Indian addresses provided by them.

Further, the Letter of Offer will be provided by the Registrar on behalf of our Company to the Eligible Equity
Shareholders who have provided their Indian addresses to our Company and who make a request in this regard.
In case the Eligible Equity Shareholders have provided their valid e-mail address, the Letter of Offer will be
sent only to their valid e-mail address, and in case the Eligible Equity Shareholders have not provided their e-
mail address, then the Letter of Offer will be dispatched, on a reasonable effort basis, to the Indian addresses
provided by them. The Letter of Offer, the Abridged Letter of Offer, and the Application Form shall also be
submitted to the Stock Exchange for making the same available on its website.

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PROCEDURE FOR APPLICATION

How to Apply

In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circular and ASBA
Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to use the
ASBA process. Investors should carefully read the provisions applicable to such Applications before
making their Application through ASBA.

For details of procedure for application by the Eligible Equity Shareholders holding Equity Shares in physical
form as on the Record Date, refer “Procedure for Application by Eligible Equity Shareholders holding Equity
Shares in physical form” on page 148.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer
to participate in this Issue by making plain paper Applications. Please note that SCSBs shall accept such
applications only if all details required for making the application as per the SEBI ICDR Regulations are
specified in the plain paper application and that Eligible Equity Shareholders making an application in this Issue
by way of plain paper applications shall not be permitted to renounce any portion of their Rights Entitlements.
For details, see “Application on Plain Paper under ASBA process” beginning on page 144.

Our Company, its directors, its employees, affiliates, associates and their respective directors and officers and
the Registrar shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in
relation to Applications accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not
uploaded by SCSBs or Applications accepted and uploaded without blocking funds in the ASBA Accounts.

Application Form

The Application Form for the Rights Equity Shares offered as part of this Issue would be sent (i) only to email
addresses of resident Eligible Equity Shareholders who have provided their e-mail addresses; (ii) only to the
Indian addresses of the resident Eligible Equity Shareholders, on a reasonable effort basis, whose e-mail
addresses are not available with our Company or the Eligible Equity Shareholders have not provided the valid
email address to our Company; (iii) only to the Indian addresses of the non-resident Eligible Equity
Shareholders, on a reasonable effort basis, who have provided an Indian address to our Company; and (iv) to
the e-mail addresses of foreign corporate or institutional shareholders.

The Application Form along with the Abridged Letter of Offer and the Rights Entitlements Letter shall be sent
through e-mail or physical delivery, as applicable before the Issue Opening Date.

Please note that neither our Company nor the Registrar shall be responsible for delay in the receipt of
Letter of Offer, the Abridged Letter of Offer, the Entitlement Letter, or the Application Form
attributable to non-availability of the email addresses of Eligible Equity Shareholders or electronic
transmission delays or failures, or if the Application Forms or the Entitlement Letters are delayed or
misplaced in the transit or there is a delay in physical delivery (where applicable).

To update the respective email addresses/ mobile numbers in the records maintained by the Registrar or our
Company, Eligible Equity Shareholders should visit www.skylinerta.com. Investors can access the Letter of
Offer, the Abridged Letter of Offer, and the Application Form (provided that the Eligible Equity Shareholder is

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eligible to subscribe for the Rights Equity Shares under applicable securities laws) from the websites of:

a) Our Company at www.pmcfincorp.com.

b) The Registrar to the Issue at www.skylinerta.com; and
c) The Stock Exchange at www.bseindia.com.

The Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website
of the Registrar (i.e., www.skylinerta.com) by entering their DP ID and Client ID or Folio Number (in case of
resident Eligible Equity Shareholders holding Equity Shares in physical form). The link for the same shall also
be available on the website of our Company (i.e., www.pmcfincorp.com).

The Application Form can be used by the Eligible Equity Shareholders as well as the Renouncees, to make
Applications in this Issue basis the Rights Entitlements credited in their respective demat accounts or demat
suspense escrow account, as applicable. Please note that one single Application Form shall be used by the
Investors to make Applications for all Rights Entitlements available in a particular demat account or the entire
respective portion of the Rights Entitlements in the demat suspense escrow account in case of resident Eligible
Equity Shareholders holding shares in physical form as on Record Date and applying in this Issue, as applicable.

In case of Investors who have provided details of a Demat account in accordance with the SEBI ICDR
Regulations, such Investors will have to apply for the Rights Equity Shares from the same demat account in
which they are holding the Rights Entitlements and in case of multiple demat accounts, the Investors are required
to submit a separate Application Form for each demat account.

Investors may accept this Issue and apply for the Rights Equity Shares by (i) submitting the Application Form
to the Designated Branch of the SCSB or online/electronic Application through the website of the SCSBs (if
made available by such SCSB) for authorizing such SCSB to block Application Money payable on the
Application in their respective ASBA Accounts. Please note that Applications made with payment using third-
party bank accounts are liable to be rejected.

Investors are also advised to ensure that the Application Form is correctly filled up stating therein, (i) the ASBA
Account (in case of Application through ASBA process) in which an amount equivalent to the amount payable
on Application as stated in the Application Form will be blocked by the SCSB.

Please note that Applications without depository account details shall be treated as incomplete and shall
be rejected.

Applicants should note that they should carefully fill in their depository account details and PAN in the
Application Form or while submitting the application through online/electronic Application through the website
of the SCSBs (if made available by such SCSB). Incorrect depository account details or PAN could lead to
rejection of the Application. For details, please see “Grounds for Technical Rejection” on page 155 of this
Letter of Offer. Our Company, the Registrar, and the SCSB shall not be liable for any incorrect demat details
provided by the Applicants.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer
to participate in this Issue by making plain paper Applications. Please note that Eligible Equity Shareholders
making an application in this Issue by way of plain paper applications shall not be permitted to renounce any
portion of their Rights Entitlements. For details, see “Application on Plain Paper under ASBA process” on page
144 of this Letter of Offer.

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Options available to the Eligible Equity Shareholders

Details of each Eligible Equity Shareholders RE will be sent to the Eligible Equity shareholder separately along
with the Application Form and will also be available on the website of the Registrar to the Issue at
www.skylinerta.com and link of the same would also be available on the website of our Company at
www.pmcfincorp.com. Respective Eligible Equity Shareholders can check their entitlement by keying their
requisite details therein.

The Eligible Equity Shareholders will have the option to:

▪ Apply for his Rights Entitlement in full;

▪ Apply for his Rights Entitlement in part (without renouncing the other part);
▪ Apply for his Rights Entitlement in full and apply for additional Rights Equity Shares;
▪ Apply for his Rights Entitlement in part and renounce the other part of the Rights Equity Shares;
and
▪ Renounce his Rights Entitlement in full.

Procedure for Application through the ASBA process

Investors desiring to make an Application in this Issue through the ASBA process may submit the Application
Form to the Designated Branch of the SCSB or online/electronic Application through the website of the SCSBs
(if made available by such SCSB) for authorizing such SCSB to block Application Money payable on the
Application in their respective ASBA Accounts.

Investors should ensure that they have correctly submitted the Application Form, or have otherwise provided
authorization to the SCSB, via the electronic mode, for blocking funds in the ASBA Account equivalent to the
Application Money mentioned in the Application Form, as the case may be, at the time of submission of the
Application.

Self-Certified Syndicate Banks

For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer to
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35.

For details on Designated Branches of SCSBs collecting the Application Form, please refer to the above-
mentioned link. Please note that subject to SCSBs complying with the requirements of SEBI Circular No.
CIR/CFD/DIL/13/2012 dated September 25, 2012, within the periods stipulated therein, ASBA Applications
may be submitted at the Designated Branches of the SCSBs, in case of Applications made through the ASBA
facility.

The Company, its directors, employees, affiliates, associates and their respective directors and officers, and the
Registrar shall not take any responsibility for acts, mistakes, errors, omissions, commissions etc., in relation to
applications accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not uploaded by
SCSBs or Applications accepted and uploaded without blocking funds in the ASBA Accounts.

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Acceptance of this Issue

Investors may accept this Issue and apply for the Rights Equity Shares by submitting the Application Form to
the Designated Branch of the SCSB or online/electronic Application through the website of the SCSBs (if made
available by such SCSB) for authorizing such SCSB to block Application Money payable on the Application in
their respective ASBA Accounts. Please note that on the Issue Closing Date, Applications through the ASBA
process will be uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock
Exchange.

Applications submitted to anyone other than the Designated Branches of the SCSB are liable to be
rejected.

Investors can also make Application on plain paper under ASBA process mentioning all necessary details as
mentioned under the section “Application on Plain Paper under ASBA process” on page 144 of this Letter of
Offer.

Additional Rights Equity Shares

Investors are eligible to apply for additional Rights Equity Shares over and above their Rights Entitlements,
provided that they are eligible to apply for Rights Equity Shares under applicable law and they have applied for
all the Rights Equity Shares forming part of their Rights Entitlements without renouncing them in whole or in
part. Applications for additional Rights Equity Shares shall be considered and allotment shall be made at the
sole discretion of the Board, subject to applicable sectorial caps, and in consultation if necessary, with the
Designated Stock Exchange and in the manner prescribed under the section titled “Terms of the Issue” on page
128 of this Letter of Offer. Applications for additional Rights Equity Shares shall be considered and Allotment
shall be made in accordance with the SEBI ICDR Regulations and in the manner prescribed under the section
“Basis of Allotment” on page 158 of this Letter of Offer.

Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for additional Rights
Equity Shares.

Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply for additional Rights
Equity Shares.

Pursuant to the SEBI Rights Issue Circulars, resident Eligible Equity Shareholders who hold Equity Shares
in physical form as on the Record Date cannot renounce until the details of their demat account are provided
to our Company or the Registrar and the dematerialized Rights Entitlements are transferred from suspense
escrow demat account to the respective Demat accounts of such Eligible Equity Shareholders within
prescribed timelines. However, such Eligible Equity Shareholders, where the dematerialized Rights
Entitlements are transferred from the suspense escrow demat account to the respective Demat accounts
within prescribed timelines, can apply for additional Rights Equity Shares while submitting the Application
through the ASBA process.

Procedure for Renunciation of Rights Entitlements

The Investors may renounce the Rights Entitlements, credited to their respective demat accounts, either in full
or in part (a) by using the secondary market platform of the Stock Exchange; or (b) through an off-market

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transfer, during the Renunciation Period. The Investors should have the demat Rights Entitlements
credited/lying in his/her own demat account prior to the renunciation. The trades through On Market
Renunciation and Off Market Renunciation will be settled by transferring the Rights Entitlements through the
depository mechanism.

Investors may be subject to adverse foreign, state, or local tax or legal consequences as a result of trading in the
Rights Entitlements. Investors who intend to trade in the Rights Entitlements should consult their tax advisor or
stockbroker regarding any cost, applicable taxes, charges, and expenses (including brokerage) that may be levied
for trading in Rights Entitlements. Our Company accepts no responsibility to bear or pay any cost, applicable
taxes, charges, and expenses (including brokerage), and such costs will be incurred solely by the Investors.

PLEASE NOTE THAT THE RIGHTS ENTITLEMENTS WHICH ARE NEITHER RENOUNCED
NOR SUBSCRIBED BY THE INVESTORS ON OR BEFORE THE ISSUE CLOSING DATE SHALL
LAPSE AND SHALL BE EXTINGUISHED AFTER THE ISSUE CLOSING DATE.

THE REGISTRAR AND OUR COMPANY ACCEPT NO RESPONSIBILITY TO BEAR OR PAY ANY
COST, APPLICABLE TAXES, CHARGES, AND EXPENSES (INCLUDING BROKERAGE), AND
SUCH COSTS WILL BE INCURRED SOLELY BY THE INVESTORS.

a) On Market Renunciation

The Investors may renounce the Rights Entitlements, credited to their respective Demat accounts by
trading/selling them on the secondary market platform of the Stock Exchanges through a registered stockbroker
in the same manner as the existing Equity Shares of our Company.

In this regard, in terms of provisions of the SEBI ICDR Regulations and the SEBI Rights Issue Circulars, the
Rights Entitlements credited to the respective demat accounts of the Eligible Equity Shareholders shall be
admitted for trading on the Stock Exchanges under ISIN subject to requisite approvals. The details for trading
in Rights Entitlements will be as specified by the Stock Exchanges from time to time. The Rights Entitlements
are tradable in dematerialized form only.

The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation,
i.e., Thursday, November 07, 2024 to Tuesday, November 12, 2024 (both days inclusive). The Investors
holding the Rights Entitlements who desire to sell their Rights Entitlements will have to do so through their
registered stockbrokers by quoting the ISIN and indicating the details of the Rights Entitlements they intend
to sell. The Investors can place an order for the sale of Rights Entitlements only to the extent of Rights
Entitlements available in their demat account.

The On Market Renunciation shall take place electronically on secondary market platform of BSE under
automatic order matching mechanism and on ‘T+1 rolling settlement bases, where ‘T’ refers to the date of
trading. The transactions will be settled on a trade-for-trade basis. Upon execution of the order, the stockbroker
will issue a contract note in accordance with the requirements of the Stock Exchanges and the SEBI.

b) Off Market Renunciation

The Investors may renounce the Rights Entitlements, credited to their respective Demat accounts by way of an
off-market transfer through a depository participant. The Rights Entitlements can be transferred in

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dematerialized form only. Eligible Equity Shareholders are requested to ensure that renunciation through off-
market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account
of the Renouncees on or prior to the Issue Closing Date.

The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements will have to do
so through their depository participant by issuing a delivery instruction slip quoting the ISIN, the details of the
buyer, and the details of the Rights Entitlements they intend to transfer. The buyer of the Rights Entitlements
(unless already having given a standing receipt instruction) has to issue a receipt instruction slip to their
depository participant. The Investors can transfer Rights Entitlements only to the extent of Rights Entitlements
available in their demat account.

The instructions for the transfer of Rights Entitlements can be issued during the working hours of the depository
participants. The detailed rules for the transfer of Rights Entitlements through off-market transfer shall be as
specified by the NSDL and CDSL from time to time.

Applications on Plain Paper under the ASBA process

An Eligible Equity Shareholder who has neither received the Application Form nor is in a position to obtain the
Application Form either from our Company, Registrar to the Issue, or from the website of the Registrar, can
make an application to subscribe to the Issue on plain paper through ASBA process. Eligible Equity
Shareholders shall submit the plain paper application to the Designated Branch of the SCSB for authorizing such
SCSB to block an amount equivalent to the amount payable on the application in the said bank account
maintained with the same SCSB. Applications on plain paper will not be accepted from any address outside
India.

The envelope should be superscribed “PMC Fincorp Limited – Rights Issue” and should be postmarked in
India. The application on plain paper, duly signed by the Eligible Equity Shareholders including joint holders,
in the same order and as per the specimen recorded with our Company/Depositories, must reach the office of
the Registrar to the Issue before the Issue Closing Date and should contain the following particulars:

Please note that the Eligible Equity Shareholders who are making the Application on plain paper shall not be
entitled to renounce their Rights Entitlements and should not utilize the Application Form for any purpose
including renunciation even if it is received subsequently. may make an application to subscribe to the Issue on
plain paper, along with an account payee cheque or demand drawn at par, net of bank and postal charges,
payable at Mumbai and the Investor should send such plain paper Application by registered post directly to the
Registrar to the Issue. For details of the mode of payment, see “Modes of Payment” on page 146 in Chapter
“Terms of the Issue”.

The application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the
same order and as per specimen recorded with his bank, must reach the office of the Designated Branch of the
SCSB before the Issue Closing Date and should contain the following particulars:

• Name of our Issuer, being PMC Fincorp Limited;

• Name and address of the Eligible Equity Shareholder including joint holders (in the same
order and as per specimen recorded with our Company or the Depository);
• Registered Folio Number/ DP and Client ID No.;
• Number of Equity Shares held as on Record Date;

~ 144 ~
• Allotment option preferred - only Demat form;
• Number of Rights Equity Shares entitled to;
• Number of Rights Equity Shares applied for;
• Number of Additional Rights Equity Shares applied for, if any;
• Total number of Rights Equity Shares applied for within the Right Entitlements;
• Total amount paid at the rate of Rs. 2.75 per Rights Equity Share;
• Details of the ASBA Account such as the account number, name, address, and branch of the
relevant SCSB;
• In case of NR Eligible Equity Shareholders making an application with an Indian address,
details of the NRE/FCNR/NRO Account such as the account number, name, address, and
branch of the SCSB with which the account is maintained;
• Except for Applications on behalf of the Central or State Government, the residents of Sikkim
and officials appointed by the courts, PAN of the Eligible Equity Shareholder, and for each
Eligible Equity Shareholder in case of joint names, irrespective of the total value of the Rights
Equity Shares applied for pursuant to the Issue. Documentary evidence for exemption to be
provided by the applicants;
• Authorization to the Designated Branch of the SCSB to block an amount equivalent to the
Application Money in the ASBA Account;
• Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same
sequence and order as they appear in the records of the SCSB);
• Additionally, all such Applicants are deemed to have accepted the following:

“I/We understand that neither the Rights Entitlement nor the Rights Equity Shares have been, and
will be, registered under the United States Securities Act of 1933, as amended (“US Securities Act”)
or any United States state securities laws, and may not be offered, sold, resold or otherwise
transferred within the United States or to the territories or possessions thereof (“United States”) or
to, or for the account or benefit of a United States person as defined in the Regulation S of the US
Securities Act (“Regulation S”). I/ we understand the Rights Equity Shares referred to in this
application are being offered in India but not in the United States. I/ we understand the offering to
which this application relates is not, and under no circumstances is to be construed as, an offering
of any Rights Equity Shares or Rights Entitlement for sale in the United States, or as a solicitation
therein of an offer to buy any of the said Rights Equity Shares or Rights Entitlement in the United
States. Accordingly, I/ we understand this application should not be forwarded to or transmitted in
or to the United States at any time. I/ we confirm that I/ we are not in the United States and understand
that neither us, nor the Registrar, or any other person acting on behalf of us will accept subscriptions
from any person, or the agent of any person, who appears to be, or who we, the Registrar, or any
other person acting on behalf of us have reason to believe is a resident of the United States “U.S.
Person” (as defined in Regulation S) or is ineligible to participate in the Issue under the securities
laws of their jurisdiction.

“I/ We will not offer, sell or otherwise transfer any of the Equity Shares which may be acquired by
us in any jurisdiction or under any circumstances in which such offer or sale is not authorized or to
any person to whom it is unlawful to make such offer, sale or invitation except under circumstances
that will result in compliance with any applicable laws or regulations. We satisfy, and each account
for which we are acting satisfies, all suitability standards for investors in investments of the type
subscribed for herein imposed by the jurisdiction of our residence.

~ 145 ~
 I/ We understand and agree that the Rights Entitlement and Rights Equity Shares may not be
reoffered, resold, pledged, or otherwise transferred except in an offshore transaction in compliance
with Regulation S, or otherwise pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act.

I/We (i) am/are, and the person, if any, for whose account I/we am/are acquiring such Rights
Entitlement, and/or the Equity Shares, is/are outside the United States or a Qualified Institutional
Buyer (as defined in the US Securities Act), and (ii) is/are acquiring the Rights Entitlement and/or
the Equity Shares in an offshore transaction meeting the requirements of Regulation S or in a
transaction exempt from, or not subject to, the registration requirements of the US Securities Act.

I/We acknowledge that the Company, their affiliates, and others will rely upon the truth and accuracy
of the foregoing representations and agreements.”

In cases where multiple Application Forms are submitted for Applications pertaining to Rights Entitlements
credited to the same demat account or in demat suspense escrow account, including cases where an Investor
submits Application Forms along with a plain paper Application, such Applications shall be liable to be rejected.

Investors are requested to strictly adhere to these instructions. Failure to do so could result in an application
being rejected, with our Company, and the Registrar not having any liability to the Investor. The plain paper
Application format will be available on the website of the Registrar at www.skylinerta.com. Our Company, and
the Registrar shall not be responsible if the Applications are not uploaded by SCSB, or funds are not blocked
in the Investors’ ASBA Accounts on or before the Issue Closing Date.

Last date for Application

The last date for submission of the duly filled-in Application Form is Tuesday, November 19, 2024. Our Board
or any committee thereof may extend the said date for such period as it may determine from time to time, subject
to the provisions of the Articles of Association, and subject to the Issue Period not exceeding 30 days from the
Issue Opening Date. If the Application together with the amount payable is either (i) not blocked with an SCSB;
or (ii) not received by the Bankers to the Issue or the Registrar on or before the close of banking hours on the
Issue Closing Date or such date as may be extended by our Board or any committee thereof, the invitation to
offer contained in the Letter of Offer shall be deemed to have been declined and our Board or any committee
thereof shall be at liberty to dispose of the Equity Shares hereby offered, as provided under “Terms of the Issue
- Basis of Allotment” on page 158 of this Letter of Offer.

Modes of Payment

All payments against the Application Forms shall be made only through the ASBA facility. The Registrar
will not accept any payments against the Application Forms, if such payments are not made through the ASBA
facility. In case of Application through the ASBA facility, the Investor agrees to block the entire amount payable
on Application with the submission of the Application Form, by authorizing the SCSB to block an amount,
equivalent to the amount payable on Application, in the Investor’s ASBA Account.

After verifying that sufficient funds are available in the ASBA Account details of which are provided in the
Application Form, the SCSB shall block an amount equivalent to the Application Money mentioned in the
Application Form until the Transfer Date. On the Transfer Date, pursuant to the finalization of the Basis of
Allotment as approved by the Designated Stock Exchange, the SCSBs shall transfer such amount as per the

~ 146 ~
Registrar’s instruction from the ASBA Account into the Allotment Account which shall be a separate bank
account maintained by our Company, other than the bank account referred to in subsection (3) of Section 40 of
the Companies Act, 2013. The balance amount remaining after the finalization of the Basis of Allotment on the
Transfer Date shall be unblocked by the SCSBs on the basis of the instructions issued in this regard by the
Registrar to the respective SCSB.

The Investors would be required to give instructions to the respective SCSBs to block the entire amount payable
on their application at the time of the submission of the Application Form.

The SCSB may reject the application at the time of acceptance of Application Form if the ASBA Account,
details of which have been provided by the Investor in the Application Form does not have sufficient funds
equivalent to the amount payable on the Application mentioned in the Application Form. Subsequent to the
acceptance of the Application by the SCSB, our Company would have a right to reject the Application on
technical grounds as set forth hereinafter.

Mode of payment for Resident Investors

All payments against the Application Forms shall be made only through ASBA facility. Applicants are
requested to strictly adhere to these instructions.

Mode of Payment for Non-Resident Investors

As regards the Application by non-resident Investors, payment must be made only through the ASBA facility
and using permissible accounts in accordance with FEMA, FEMA Rules, and requirements prescribed by RBI
and subject to the following:

1. In case where repatriation benefit is available, interest, dividend, and sales proceeds derived from the
investment in Rights Equity Shares can be remitted outside India, subject to tax, as applicable according to
the Income-tax Act. However, please note that conditions applicable at the time of original investment in
our Company by the Eligible Equity Shareholder including repatriation shall not change and remain the
same for subscription in the Issue or subscription pursuant to renunciation in the Issue.
2. Subject to the above, in case Rights Equity Shares are Allotted on a non-repatriation basis, the dividend and
sale proceeds of the Rights Equity Shares cannot be remitted outside India.
3. In case of an Application Form received from non-residents, Allotment, refunds, and other distribution, if
any, will be made in accordance with the guidelines and rules prescribed by RBI as applicable at the time of
making such Allotment, remittance, and subject to necessary approvals.
4. Application Forms received from non-residents/ NRIs, or persons of Indian origin residing abroad for
Allotment of Rights Equity Shares shall, amongst other things, be subject to conditions, as may be imposed
from time to time by RBI under FEMA, in respect of matters including Refund of Application Money and
Allotment.
5. In the case of NRIs who remit their Application Money from funds held in FCNR/NRE Accounts, refunds,
and other disbursements, if any shall be credited to such account.
6. Non-resident Renouncees who are not Eligible Equity Shareholders must submit regulatory approval for
applying for Additional Rights Equity Shares

~ 147 ~
As regards Applications by Non-Resident Investors, the following conditions shall apply:

• Individual non-resident Indian Applicants who are permitted to subscribe to Rights Equity Shares by
applicable local securities laws can obtain Application Forms on the websites of the Registrar or our
Company.

Note: In case of non-resident Eligible Equity Shareholders, the Abridged Letter of Offer, the Rights
Entitlement Letter, and the Application Form shall be sent to their email addresses if they have provided
their Indian address to our Company or if they are located in certain jurisdictions where the offer and
sale of the Rights Equity Shares is permitted under laws of such jurisdictions. The Letter of Offer will be
provided, only through email, by the Registrar on behalf of our Company to the Eligible Equity
Shareholders who have provided their Indian addresses to our Company or who are located in
jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such
jurisdictions and in each case who make a request in this regard.

• Application Forms will not be accepted from non-resident Investors in any jurisdiction where the offer or
sale of the Rights Entitlements and Rights Equity Shares may be restricted by applicable securities laws.

• Payment by non-residents must be made only through the ASBA facility and using permissible accounts
in accordance with FEMA, FEMA Rules, and requirements prescribed by the RBI.

• Eligible Non-Resident Equity Shareholders applying on a repatriation basis by using the Non-Resident
Forms should authorize their SCSB to block their Non-Resident External (“NRE”) accounts, or Foreign
Currency Non-Resident (“FCNR”) Accounts, and Eligible Non-Resident Equity Shareholders applying
on a non-repatriation basis by using Resident Forms should authorize their SCSB to block their Non-
Resident Ordinary (“NRO”) accounts for the full amount payable, at the time of the submission of the
Application Form to the SCSB. Applications received from NRIs and non-residents for allotment of the
Rights Equity Shares shall be inter alia, subject to the conditions imposed from time to time by the RBI
under the FEMA in the matter of refund of Application Money, allotment of Rights Equity Shares and
issue of letter of allotment. If an NR or NRI Investors has specific approval from RBI, in connection with
his shareholding, he should enclose a copy of such approval with the Application Form.

• In a case where repatriation benefit is available, interest, dividend, and sales proceeds derived from the
investment in Equity Shares can be remitted outside India, subject to tax, as applicable according to the
Income-tax Act. In case Equity Shares are allotted on a non-repatriation basis, the dividend and sale
proceeds of the Equity Shares cannot be remitted outside India. Non-resident Renouncees who are not
Eligible Equity Shareholders must submit regulatory approval for applying for additional Equity Shares
in the Issue.

Procedure for application by Resident Eligible Equity Shareholders holding Equity Shares in physical
form

Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights
Issue Circulars, the credit of Rights Entitlements and Allotment of Equity Shares shall be made in
dematerialized form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form
as on Record Date and desirous of subscribing to Equity Shares in this Issue are advised to furnish the details
of their Demat account to the Registrar or our Company at least two Working Days prior to the Issue Closing

~ 148 ~
Date, to enable the credit of their Rights Entitlements in their respective Demat accounts at least one day before
the Issue Closing Date.

Prior to the Issue Opening Date, the Rights Entitlements of those resident Eligible Equity Shareholders,
among others, who hold Equity Shares in physical form, and whose demat account details are not available with
our Company or the Registrar, shall be credited in a demat suspense escrow account opened by our Company.

To update respective email addresses/ mobile numbers in the records maintained by the Registrar or our
Company, Eligible Equity Shareholders should visit www.skylinerta.com.

Procedure for Application by Eligible Equity Shareholders holding Equity Shares in physical form.

Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have opened
their demat accounts after the Record Date, shall adhere to the following procedure for participating in this
Issue:

a) The Eligible Equity Shareholders shall send a letter to the Registrar containing the name(s), address, email
address, contact details and the details of their demat account along with copy of self-attested PAN and self-
attested client master sheet of their demat account either by email, post, speed post, courier, or hand delivery
so as to reach to the Registrar not later than two Working Days prior to the Issue Closing Date;
b) The Registrar shall, after verifying the details of such demat account, transfer the Rights Entitlements of
such Eligible Equity Shareholders to their demat accounts at least one day before the Issue Closing Date;
c) The Eligible Equity Shareholders can access the Application Form from i. Our Company at
www.pmcfincorp.com; ii. the Registrar at www.skylinerta.com iii. the Stock Exchange at
www.bseindia.com. Eligible Equity Shareholders can obtain the details of their respective Rights
Entitlements from the website of the Registrar (i.e., at www.skylinerta.com) by entering their DP ID and
Client ID or Folio Number (in case of Eligible Equity Shareholders holding Equity Shares in physical form)
and PAN. The link for the same shall also be available on the website of our Company (i.e.,
www.pmcfincorp.com);
d) The Eligible Equity Shareholders shall, on or before the Issue Closing Date, (i) submit the Application Form
to the Designated Branch of the SCSB or online/electronic Application through the website of the SCSBs (if
made available by such SCSB) for authorising such SCSB to block Application Money payable on the
Application in their respective ASBA Accounts.

PLEASE NOTE THAT ELIGIBLE EQUITY SHAREHOLDERS, WHO HOLD EQUITY SHARES IN
PHYSICAL FORM AS ON RECORD DATE AND WHO HAVE NOT FURNISHED THE DETAILS OF
THEIR RESPECTIVE DEMAT ACCOUNTS TO THE REGISTRAR OR OUR COMPANY AT LEAST TWO
WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE, SHALL NOT BE ELIGIBLE TO MAKE AN
APPLICATION FOR RIGHTS EQUITY SHARES AGAINST THEIR RIGHTS ENTITLEMENTS WITH
RESPECT TO THE EQUITY SHARES HELD IN PHYSICAL FORM.

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN BE
ALLOTTED ONLY IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN
WHICH THE EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE RECORD DATE OR THE
RIGHTS ENTITLEMENTS ARE HELD BY SUCH INVESTOR ON THE ISSUE CLOSING DATE, AS THE
CASE MAY BE. FOR DETAILS, PLEASE SEE “ALLOTMENT ADVICE OR REFUND/ UNBLOCKING OF

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ASBA ACCOUNTS” ON PAGE 159 OF THIS LETTER OF OFFER.

Allotment of the Rights Equity Shares in Dematerialized Form

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN BE
ALLOTTED ONLY IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT
IN WHICH OUR EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE RECORD DATE.

General instructions for Investors

(a) Please read the Letter of Offer and Application Form carefully to understand the Application process
and applicable settlement process.

(b) In accordance with the SEBI Rights Issue Circulars, the resident Eligible Equity Shareholders, who hold
Equity Shares in physical form as on Record Date and who have not furnished the details of their Demat
account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date,
shall not be eligible to make an Application for Rights Equity Shares against their Rights Entitlements
with respect to the equity shares held in physical form.

(c) Please read the instructions on the Application Form sent to you.

(d) The Application Form can be used by both the Eligible Equity Shareholders and the Renouncees.

(e) Application should be made only through the ASBA facility or using.

(f) Application should be complete in all respects. The Application Form found incomplete with regard to
any of the particulars required to be given therein, and/or which are not completed in conformity with
the terms of this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the
Application Form are liable to be rejected.

(g) In case of non-receipt of Application Form, Application can be made on plain paper mentioning all
necessary details as mentioned under the section “Application on Plain Paper under ASBA process” on
page 144 of the Chapter “Terms of the Issue”.

(h) In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circulars, and
ASBA Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to
use either the ASBA process. Investors should carefully read the provisions applicable to such
Applications before making their Application through ASBA.

(i) An Investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA
enabled bank account with an SCSB, prior to making the Application.

(j) Applications should be (i) submitted to the Designated Branch of the SCSB or made online/electronic
through the website of the SCSBs (if made available by such SCSB) for authorizing such SCSB to block
Application Money payable on the Application in their respective ASBA Accounts,

(k) Applications through the ASBA process will be uploaded until 5.00 p.m. (Indian Standard Time) or such
extended time as permitted by the Stock Exchange.

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(l) Applications should not be submitted to the Bankers to the Issue or Escrow Collection Bank
(assuming that such Escrow Collection Bank is not an SCSB), our Company or the Registrar.

(m) In case of Application through ASBA facility, Investors are required to provide necessary details,
including details of the ASBA Account, authorization to the SCSB to block an amount equal to the
Application Money in the ASBA Account mentioned in the Application Form.

(n) All Applicants, and in the case of Application in joint names, each of the joint Applicants, should
mention their PAN allotted under the Income-tax Act, irrespective of the amount of the Application.
Except for Applications on behalf of the Central or the State Government, the residents of Sikkim, and
the officials appointed by the courts, Applications without PAN will be considered incomplete and are
liable to be rejected. With effect from August 16, 2010, the demat accounts for Investors for which PAN
details have not been verified shall be “suspended for credit” and no Allotment and credit of Rights
Equity Shares pursuant to this Issue shall be made into the accounts of such Investors.

(o) In case of Application through ASBA facility, all payments will be made only by blocking the amount
in the ASBA Account. Furthermore. Cash payment or payment by cheque or demand or pay order or
NEFT or RTGS or through any other mode is not acceptable for application through ASBA process. In
case payment is made in contravention of this, the Application will be deemed invalid, and the
Application Money will be refunded and no interest will be paid thereon.

(p) For physical Applications through ASBA at Designated Branches of SCSB, signatures should be either
in English or Hindi or in any other language specified in the Eighth Schedule to the Constitution of India.
Signatures other than in any such language or thumb impression must be attested by a Notary Public or
a Special Executive Magistrate under his/her official seal. The Investors must sign the Application as
per the specimen signature recorded with the SCSB.

(q) In case of joint holders and physical Applications through ASBA process, all joint holders must sign the
relevant part of the Application Form in the same order and as per the specimen signature(s) recorded
with the SCSB. In case of joint Applicants, reference, if any, will be made in the first Applicant’s name
and all communication will be addressed to the first Applicant.

(r) All communication in connection with Application for the Rights Equity Shares, including any change
in address of the Eligible Equity Shareholders should be addressed to the Registrar prior to the date of
Allotment in this Issue quoting the name of the first/sole Applicant, folio numbers/DP ID and Client ID
and Application Form number, as applicable. In case of any change in address of the Eligible Equity
Shareholders, the Eligible Equity Shareholders should also send the intimation for such change to the
respective depository participant, or to our Company or the Registrar in case of Eligible Equity
Shareholders holding Equity Shares in physical form.

(s) Only persons outside restricted jurisdictions and who are eligible to subscribe for Rights Entitlement
and Rights Equity Shares under applicable securities laws are eligible to participate.

(t) Please note that subject to SCSBs complying with the requirements of SEBI Circular No.
CIR/CFD/DIL/13/2012 dated September 25, 2012, within the periods stipulated therein, Applications
made through ASBA facility may be submitted at the Designated Branches of the SCSBs. Application
through ASBA facility in electronic mode will only be available with such SCSBs who provide such

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 facility.

(u) In terms of the SEBI circular CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making
applications by banks on their own account using ASBA facility, SCSBs should have a separate account
in own name with any other SEBI registered SCSB(s). Such account shall be used solely for the purpose
of making application in public/ rights issues and clear demarcated funds should be available in such
account for ASBA applications.

(v) In case of a change of status of holders, i.e., from resident to non-resident, a new demat account must be
opened. Any Application from a demat account that does not reflect the accurate status of the Applicant
is liable to be rejected at the sole discretion of our Company.

Additional general instructions for Investors in relation to making of an application

(a) Please read the instructions on the Application Form sent to you. The application should be complete in
all respects. The Application Form found incomplete with regard to any of the particulars required to be
given therein, and/or which are not completed in conformity with the terms of the Letter of Offer, the
Abridged Letter of Offer, the Rights Entitlement Letter, and the Application Form are liable to be
rejected. The Application Form must be filled in English.

(b) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details, and
occupation (“Demographic Details”) are updated, true and correct, in all respects. Investors applying
under this Issue should note that on the basis of the name of the Investors, DP ID, and Client ID provided
by them in the Application Form or the plain paper Applications, as the case may be, the Registrar will
obtain Demographic Details from the Depository. Therefore, Investors applying under this Issue should
carefully fill in their Depository Account details in the Application. These Demographic Details would
be used for all correspondence with such Investors including mailing of the letters intimating unblocking
of the bank account of the respective Investor and/or refund. The Demographic Details given by the
Investors in the Application Form would not be used for any other purposes by the Registrar. Hence,
Investors are advised to update their Demographic Details as provided to their Depository Participants.
The Allotment Advice and the e-mail intimating the unblocking of the ASBA Account or refund (if any)
would be e-mailed to the address of the Investor as per the e-mail address provided to our Company or
the Registrar or Demographic Details received from the Depositories. The Registrar will give
instructions to the SCSBs for unblocking funds in the ASBA Account to the extent Equity Shares are
not allotted to such Investor. Please note that any such delay shall be at the sole risk of the Investors and
none of our Company, the SCSBs, and Registrar shall be liable to compensate the Investor for any losses
caused due to any such delay or be liable to pay any interest for such delay. In case no corresponding
record is available with the Depositories that match three parameters, (a) names of the Investors
(including the order of names of joint holders), (b) DP ID, and (c) Client ID, then such Application
Forms are liable to be rejected.

(c) By signing the Application Forms, Investors would be deemed to have authorized the Depositories to
provide, upon request, to the Registrar, the required Demographic Details as available on its records.

(d) Investors are required to ensure that the number of Equity Shares applied for by them does not exceed
the prescribed limits under the applicable law.

(e) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your

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 jurisdiction.

(f) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this
ground.

(g) Avoid applying on the Issue Closing Date due to the risk of delay/ restrictions in making any physical
Application.

(h) Do not pay the Application Money in cash, by money order, pay order, or postal order.

(i) Do not submit multiple Applications.

(j) No investment under the FDI route (i.e. any investment which would result in the investor holding 10%
or more of the fully diluted paid-up equity share capital of the Company or any FDI investment for
which an approval from the government was taken in the past) will be allowed in the Issue unless such
application is accompanied with necessary approval or covered under a pre-existing approval from the
government. It will be the sole responsibility of the investors to ensure that the necessary approval or
the pre-existing approval from the government is valid in order to make any investment in the Issue. Our
Company will not be responsible for any allotments made by relying on such approvals.

(k) An Applicant being an OCB is required not to be under the adverse notice of RBI and in order to apply
for this issue as an incorporated non-resident must do so in accordance with the FDI Circular 2020 and
Foreign Exchange Management (Non-Debt Instrument) Rules, 2019.

Do’s:

(a) Ensure that the Application Form and necessary details are filled in.

(b) Except for Applications submitted on behalf of the Central or the State Government, residents of Sikkim,
and the officials appointed by the courts, each Applicant should mention their PAN allotted under the
Income-tax Act.

(c) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details, and
occupation (“Demographic Details”) are updated, true, and correct, in all respects.

(d) Investors should provide the correct DP ID and client ID/ folio number while submitting the Application.
Such DP ID and Client ID/ folio number should match the Demat account details in the records available
with the Company and/or Registrar, failing which such Application is liable to be rejected. Investor will
be solely responsible for any error or inaccurate detail provided in the Application. Our Company,
SCSBs, or the Registrar will not be liable for any such rejections.

Don’ts:

(a) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your
jurisdiction.

(b) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this
ground.

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(c) Avoid applying on the Issue Closing Date due to the risk of delay/ restrictions in making any physical
Application.

(d) Do not pay the Application Money in cash, by money order, pay order, or postal order.

(e) Do not submit multiple Applications.

Do’s for Investors applying through ASBA:

(a) Ensure that the details about your Depository Participant and beneficiary account are correct and the
beneficiary account is activated as the Rights Equity Shares will be Allotted in the dematerialized form
only.

(b) Ensure that the Applications are submitted with the Designated Branch of the SCSBs, and details of the
correct bank account have been provided in the Application.

(c) Ensure that there are sufficient funds (equal to {number of Rights Equity Shares (including additional
Rights Equity Shares) applied for} X {Application Money of x`Rights Equity Shares}) available in
ASBA Account mentioned in the Application Form before submitting the Application to the respective
Designated Branch of the SCSB.

(d) Ensure that you have authorized the SCSB for blocking funds equivalent to the total amount payable on
the application mentioned in the Application Form, in the ASBA Account, of which details are provided
in the Application, and have signed the same.

(e) Ensure that you have a bank account with an SCSB providing ASBA facility in your location and the
Application is made through that SCSB providing ASBA facility in such location.

(f) Ensure that you receive an acknowledgment from the Designated Branch of the SCSB for your
submission of the Application Form in physical form or plain paper Application.

(g) Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case the Application Form is submitted in
joint names, ensure that the beneficiary account is also held in the same joint names and that such names
are in the same sequence in which they appear in the Application Form and the Rights Entitlement Letter.

Don’ts for Investors applying through ASBA:

a) Do not submit the Application Form after you have submitted a plain paper Application to a Designated
Branch of the SCSB or vice versa.

b) Do not send your physical Application to the Registrar, the Escrow Collection Bank (assuming that such
Escrow Collection Bank is not an SCSB), and a branch of the SCSB which is not a Designated Branch
of the SCSB or our Company; instead submit the same to a Designated Branch of the SCSB only.

c) Do not instruct the SCSBs to unblock the funds blocked under the ASBA process.

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Grounds for Technical Rejection

Applications made in this Issue are liable to be rejected on the following grounds:

(a) DP ID and Client ID mentioned in the Application do not match with the DP ID and Client ID records
available with the Registrar.

(b) Details of PAN mentioned in the Application do not match with the PAN records available with the
Registrar.

(c) Sending an Application to our Company, Registrar, Escrow Collection Bank(s) (assuming that such
Escrow Collection Bank is not a SCSB), to a branch of a SCSB which is not a Designated Branch of
the SCSB. Insufficient funds are available in the ASBA Account with the SCSB for blocking the
Application Money.

(d) Funds in the ASBA Account whose details are mentioned in the Application Form have been frozen
pursuant to regulatory orders.

(e) Account holder not signing the Application or declaration mentioned therein.

(f) Submission of more than one Application Form for Rights Entitlements available in a particular Demat
account.

(g) Multiple Application Forms, including cases where an Investor submits Application Forms along with
a plain paper Application.

(h) Submitting the GIR number instead of the PAN (except for Applications on behalf of the Central or
State Government, the residents of Sikkim, and the officials appointed by the courts).

(i) Applications by persons not competent to contract under the Indian Contract Act, 1872, except
Applications by minors having valid demat accounts as per the Demographic Details provided by the
Depositories.

(j) Applications by SCSB on own account, other than through an ASBA Account in its own name with
any other SCSB.

(k) Application Forms which are not submitted by the Investors within the time periods prescribed in the
Application Form and this Letter of Offer.

(l) Physical Application Forms not duly signed by the sole or joint Investors, as applicable.

(m) Application Forms accompanied by stock invest, outstation cheques, post-dated cheques, money orders,
postal orders, or outstation demands.

(n) If an Investor is (a) debarred by SEBI; or (b) if SEBI has revoked the order or has provided any interim
relief then failure to attach a copy of such SEBI order allowing the Investor to subscribe to their
Rights Entitlements.

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(o) Applications which: (i) appears to our Company or its agents to have been executed in, electronically
transmitted from, or dispatched from the United States (other than from persons in the United States
who are U.S. QIBs and QPs) or other jurisdictions where the offer and sale of the Equity Shares is not
permitted under laws of such jurisdictions; (ii) does not include the relevant certifications set out in the
Application Form, including to the effect that the person submitting and/or renouncing the Application
Form is (a) both a U.S. QIB and a QP, if in the United States or a U.S. Person or (b) outside the United
States and is a non- U.S. Person, and in each case, such person is eligible to subscribe for the Equity
Shares under applicable securities laws and is complying with laws of jurisdictions applicable to such
person in connection with this Issue; and our Company shall not be bound to issue or allot any Equity
Shares in respect of any such Application Form.

(p) Applications which have evidence of being executed or made in contravention of applicable securities
laws.

(q) Application from Investors that are residing in U.S. addresses as per the depository records (other than
from persons in the United States who are U.S. QIBs and QPs).

Our Company may, in consideration with the Designated Stock Exchange, decide to relax any of the grounds
of technical rejection mentioned hereinabove.

IT IS MANDATORY FOR ALL THE INVESTORS APPLYING UNDER THIS ISSUE TO APPLY
THROUGH THE ASBA PROCESS, TO RECEIVE THEIR RIGHTS EQUITY SHARES IN
DEMATERIALISED FORM AND TO THE SAME DEPOSITORY ACCOUNT/ CORRESPONDING
PAN IN WHICH THE EQUITY SHARES ARE HELD BY THE INVESTOR AS ON THE RECORD
DATE. ALL INVESTORS APPLYING UNDER THIS ISSUE SHOULD MENTION THEIR
DEPOSITORY PARTICIPANT’S NAME, DP ID, AND BENEFICIARY ACCOUNT NUMBER/
FOLIO NUMBER IN THE APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME
GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE
DEPOSITORY ACCOUNT IS HELD. IN CASE THE APPLICATION FORM IS SUBMITTED IN
JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD
IN THE SAME JOINT NAMES AND IS IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN
THE APPLICATION FORM OR PLAIN PAPER APPLICATIONS, AS THE CASE MAY BE.

Investors applying under this Issue should note that on the basis of name of the Investors, Depository
Participant’s name and identification number and beneficiary account number provided by them in the
Application Form or the plain paper Applications, as the case may be, the Registrar will obtain
Demographic Details from the Depository. Hence, Investors applying under this Issue should carefully
fill in their Depository Account details in the Application.

These Demographic Details would be used for all correspondence with such Investors including mailing of the
letters intimating unblocking of the bank account of the respective Investor and/or refund. The Demographic
Details given by the Investors in the Application Form would not be used for any other purposes by the
Registrar. Hence, Investors are advised to update their Demographic Details as provided to their Depository
Participants. By signing the Application Forms, the Investors would be deemed to have authorized the
Depositories to provide, upon request, to the Registrar, the required Demographic Details as available on its
records.

The Allotment advice and the email intimating the unblocking of the ASBA Account or refund (if any) would

~ 156 ~
be emailed to the address of the Investor as per the email address provided to our Company or the Registrar or
Demographic Details received from the Depositories. The Registrar will give instructions to the SCSBs for
unblocking funds in the ASBA Account to the extent Rights Equity Shares are not allotted to such an Investor.
Please note that any such delay shall be at the sole risk of the Investors and none of our Company, the SCSBs,
or the Registrar shall be liable to compensate the Investor for any losses caused due to any such delay or be
liable to pay any interest for such delay.

In case no corresponding record is available with the Depositories that match three parameters, (a) names of
the Investors (including the order of names of joint holders), (b) the DP ID, and (c) the beneficiary account
number, then such Application Forms s is liable to be rejected.

Multiple Applications

In a case where multiple Applications are made in respect of the same Rights Entitlements using the same demat
account, such Applications shall be liable to be rejected. A separate Application can be made in respect of
Rights Entitlements in each demat account of the Investors, and such Applications shall not be treated as
multiple applications. Similarly, a separate Application can be made against Equity Shares held in
dematerialized form and Equity Shares held in physical form, and such Applications shall not be treated as
multiple applications.

A separate Application can be made in respect of each scheme of a mutual fund registered with SEBI and such
Applications shall not be treated as multiple Applications. For details, please see “Procedure for Applications
by Mutual Funds” below. Cases where the Investor submits Application Forms along with plain paper or
multiple plain paper Applications shall be treated as multiple Applications.

In cases where multiple Application Forms are submitted, such Applications shall be treated as multiple
applications and are liable to be rejected other than multiple applications submitted by any of our Promoters or
members of Promoter Group for subscribing to any unsubscribed portion of this Issue as described in “Capital
Structure –Intention and extent of participation by our Promoters and Promoter Group” on page 53 of this
Letter of Offer.

Underwriting

The Issue is not underwritten.

Last date for Application

The last date for submission of the duly filled in the Application Form or a plain paper Application is Tuesday,
November 19, 2024, i.e., Issue Closing Date. Our Board or any committee thereof may extend the said date for
such period as it may determine from time to time, subject to the Issue Period not exceeding 30 days from the
Issue Opening Date (inclusive of the Issue Opening Date).

If the Application Form is not submitted with an SCSB, uploaded with the Stock Exchanges, and the
Application Money is not blocked with the SCSB, on or before the Issue Closing Date or such date as may be
extended by our Board or any committee thereof, the invitation to offer contained in the Letter of Offer shall
be deemed to have been declined and our Board or any committee thereof shall be at liberty to dispose of the
Rights Equity Shares hereby offered, as provided under the heading, “Basis of Allotment” on page 158.

~ 157 ~
Please note that on the Issue Closing Date, (i) the Applications through the ASBA process will be uploaded
until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges. Please
ensure that the Application Form and necessary details are filled in. In place of the Application number,
Investors can mention the reference number of the e-mail received from the Registrar informing them about
their Rights Entitlement or the last eight digits of the demat account. Alternatively, SCSBs may mention their
internal reference number in place of the application number.

Withdrawal of Application

An Investor who has applied in this Issue may withdraw their application at any time during the Issue Period
by approaching the SCSB where an application is submitted. However, no Investor may withdraw their
Application post the Issue Closing Date.

Issue schedule

Last Date for credit of Rights Entitlements: Thursday, October 31, 2024
Issue Opening Date: Thursday, November 07, 2024
Last Date for On Market Renunciation#: Tuesday, November 12, 2024
Issue Closing Date*: Tuesday, November 19, 2024
Finalization of Basis of Allotment (on or about): Monday, November 25, 2024
Date of Allotment (on or about): Monday, November 25, 2024
Date of credit (on or about): Friday, November 29, 2024
Date of listing (on or about): Monday, December 02, 2024

#
Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is
completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees
on or prior to the Issue Closing Date.

*Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may
determine from time to time, provided that this Issue will not remain open in excess of 30 (thirty) days from the
Issue Opening Date. Further, no withdrawal of Application shall be permitted by any Applicant after the Issue
Closing Date.

Basis of Allotment

Subject to the provisions contained in this Letter of Offer, the Abridged Letter of Offer, the Application Form,
the Rights Entitlement Letter, the Articles of Association of our Company and the approval of the Designated
Stock Exchange, our Board will proceed to allot the Rights Equity Shares in the following order of priority:

(a) Full Allotment to those Eligible Equity Shareholders who have applied for their Rights Entitlement either
in full or in part and also to the Renouncee(s) who has/have applied for Rights Equity Shares renounced
in its/their favor, in full or in part, as adjusted for fractional entitlement.

(b) As per SEBI Rights Issue Circulars, the fractional entitlements are to be ignored, therefore those Equity
Shareholders holding less than 3 (Three) Equity Shares would be entitled to ‘Zero’ Rights Equity Shares
under this Issue, Application Form with ‘Zero’ entitlement will be send to such shareholders. Such Eligible

~ 158 ~
 Equity Shareholders are entitled to apply for Additional Rights Equity Shares and would be given
preference in the allotment of 1 (One) Rights Equity Share if, such Equity Shareholders have applied for
the Additional Rights Equity Shares, subject to availability of Rights Equity shares post allocation towards
Rights Entitlement applied for. Allotment under this head shall be considered if there are any un-
subscribed Equity Shares after Allotment under (a) above. If the number of Rights Equity Shares required
for Allotment under this head is more than the number of Rights Equity Shares available after Allotment
under (a) above, the Allotment would be made on a fair and equitable basis in consultation with the
Designated Stock Exchange, being BSE, and will not be a preferential allotment.

(c) Allotment to the Eligible Equity Shareholders who have applied for the full extent of their Rights
Entitlement and have also applied for Additional Rights Equity Shares shall be made as far as possible on
an equitable basis having due regard to the number of Equity Shares held by them on the Record Date,
provided there are unsubscribed Rights Equity Shares after making full Allotment under (a) and (b) above.
The Allotment of such Equity Shares will be at the sole discretion of our Board in consultation with the
Designated Stock Exchange, as a part of the Issue and will not be a preferential allotment.

(d) Allotment to Renouncees who having applied for all the Rights Equity Shares renounced in their favour
and also have applied for Additional Rights Equity Shares provided there is surplus available after making
full Allotment under (a), (b) and (c) above. The Allotment of such Rights Equity Shares shall be made on
a proportionate basis as part of the Issue and will not be a preferential allotment.

(e) Allotment to any other person that our Board may deem fit provided there is surplus available after making
Allotment under (a), (b), (c) and (d) above, and the decision of our Board in this regard shall be final and
binding.

(f) After taking into account Allotment to be made under (a) to (e) above, if there is any unsubscribed portion,
the same shall be deemed to be ‘unsubscribed’ for the purpose of Regulation 3(1)(b) of the SEBI Takeover
Regulations.

Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the
Designated Branches, a list of the ASBA Investors who have been Allotted Rights Equity Shares in the Issue,
along with:

(a) The amount to be transferred from the ASBA Account to the separate bank account opened by our
Company for the Issue, for each successful ASBA Application;

(b) The date by which the funds referred to above, shall be transferred to the aforesaid bank account; and

(c) The details of rejected ASBA Applications, if any, to enable the SCSBs to unblock the respective ASBA
Accounts.

In the event of over-subscription, Allotment shall be made within the overall size of the Issue.

Allotment Advices/Refund Orders

Our Company will email Allotment advice, refund intimations, or demat credit of securities and/or letters of
regret, along with crediting the Allotted Rights Equity Shares to the respective beneficiary accounts (only in
dematerialized mode) or in a demat suspense account (in respect of Eligible Equity Shareholders holding Equity

~ 159 ~
Shares in physical form on the Allotment Date) or issue instructions for unblocking the funds in the respective
ASBA Accounts, if any, within a period of 15 days from the Issue Closing Date. In case of failure to do so, our
Company shall pay the requisite interest at the rate of 15% per annum from the expiry of such 15 days period.

The Rights Entitlements will be credited in the dematerialized form using electronic credit under the depository
system and the Allotment advice shall be sent, through email, to the email address provided to our Company,
or at the address recorded with the Depository.

In the case of non-resident Investors who remit their Application Money from funds held in the NRE or the
FCNR Accounts, refunds and/or payment of interest or dividend and other disbursements, if any, shall be
credited to such accounts.

Where an Applicant has applied for additional Equity Shares in the Issue and is Allotted a lesser number of
Equity Shares than applied for, the excess Application Money paid/blocked shall be refunded/unblocked. The
unblocking of ASBA funds/refund of monies shall be completed within such period as prescribed under the
SEBI ICDR Regulations. In the event that there is a delay in making refunds beyond such period as prescribed
under applicable law, our Company shall pay the requisite interest at such rate as prescribed under applicable
law.

Payment of Refund

Mode of making refunds

The payment of refund, if any, including in the event of oversubscription or failure to list or otherwise would
be done through unblocking amounts blocked using the ASBA facility.

Refund payment to Non-residents

The Application Money will be unblocked in the ASBA Account of the non-resident Applicants, details of
which were provided in the Application Form.

Allotment advice or Demat Credit

The demat credit of securities to the respective beneficiary accounts or the demat suspense account (pending
with IEPF authority/ in suspense, etc.) will be credited within 15 days from the Issue Closing Date or such other
timeline in accordance with applicable laws.

Receipt of the Rights Equity Shares in Dematerialized Form

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR UNDER THIS ISSUE CAN
BE ALLOTTED ONLY IN DEMATERIALISED FORM AND TO (A) THE SAME DEPOSITORY
ACCOUNT/ CORRESPONDING PAN IN WHICH THE EQUITY SHARES ARE HELD BY SUCH
INVESTOR ON THE RECORD DATE OR THE ISSUE CLOSING DATE, AS THE CASE MAY BE,
OR (B) THE DEPOSITORY ACCOUNT, DETAILS OF WHICH HAVE BEEN PROVIDED TO OUR
COMPANY OR THE REGISTRAR AT LEAST TWO WORKING DAYS PRIOR TO THE ISSUE
CLOSING DATE BY THE ELIGIBLE EQUITY SHAREHOLDER HOLDING EQUITY SHARES IN
PHYSICAL FORM AS ON THE RECORD DATE, OR (C) DEMAT SUSPENSE ACCOUNT PENDING
RECEIPT OF DEMAT ACCOUNT DETAILS FOR RESIDENT ELIGIBLE EQUITY

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SHAREHOLDERS HOLDING EQUITY SHARES FORM/ WHERE THE CREDIT OF THE RIGHTS
ENTITLEMENTS RETURNED/REVERSED/FAILED.

Investors shall be Allotted the Rights Equity Shares in dematerialized (electronic) form only. Our Company has
signed an agreement dated January 14, 2005, with NSDL and an agreement dated June 21, 2010, with CDSL
which enables the Investors to hold and trade in the securities issued by our Company in a dematerialized form,
instead of holding the Equity Shares in the form of physical certificates.

INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF OUR COMPANY CAN BE
TRADED ON THE STOCK EXCHANGE ONLY IN DEMATERIALISED FORM.

The procedure for availing the facility for Allotment of Rights Equity Shares in the Issue in the electronic form
is as under:

• Open a beneficiary account with any Depository Participant (care should be taken that the beneficiary
account should carry the name of the holder in the same manner as is registered in the records of our
Company. In the case of joint holding, the beneficiary account should be opened carrying the names of
the holders in the same order as registered in the records of our Company). In case of Investors having
various folios in our Company with different joint holders, the Investors will have to open separate
accounts for each such holding. Those Investors who have already opened such beneficiary account(s)
need not adhere to this step.

• It should be ensured that the depository account is in the name(s) of the Investors and the names are in the
same order as in the records of our Company or the Depositories.

• The responsibility for the correctness of information filled in the Application Form vis-a-vis such
information with the Investor’s depository participant, would rest with the Investor. Investors should
ensure that the names of the Investors and the order in which they appear in Application Form should be
the same as registered with the Investor’s depository participant.

• If incomplete or incorrect beneficiary account details are given in the Application Form, the Investor will
not get any Rights Equity Shares and the Application Form will be rejected.

• The Rights Equity Shares will be allotted to Applicants only in dematerialized form and will be directly
credited to the beneficiary account as given in the Application Form after verification or demat suspense
account (pending receipt of Demat account details for resident Eligible Equity Shareholders whose Equity
Shares are with IEPF authority/ in suspense, etc.). Allotment advice, and refund orders (if any) would be
sent directly to the Applicant by email and, if the printing is feasible, through physical dispatch, by the
Registrar but the Applicant’s depository participant will provide to him the confirmation of the credit of
such Rights Equity Shares to the Applicant’s depository account.

• Renouncees will also have to provide the necessary details about their beneficiary account for Allotment
of Rights Equity Shares in the Issue. In case these details are incomplete or incorrect, the Application is
liable to be rejected.

• Non-transferable allotment advice/ refund orders will be sent directly to the Investors by the Registrar to
the Issue.

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• Dividend or other benefits with respect to the Equity Shares held in dematerialized form would be paid to
those Equity Shareholders whose names appear in the list of beneficial owners given by the Depository
Participant to our Company as on the date of the book closure.

• Resident Eligible Equity Shareholders, who hold Equity Shares in physical form and who have not
furnished the details of their Demat account to the Registrar or our Company at least two Working Days
prior to the Issue Closing Date, shall not be able to apply in this Issue.

PROCEDURE FOR APPLICATIONS BY CERTAIN CATEGORIES OF INVESTORS

Procedure for Applications by FPIs

In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares
are subject to certain limits, i.e., the individual holding of FPI (including its investor group (which means
multiple entities registered as foreign portfolio investors and directly and indirectly having common ownership
of more than 50% of common control)) shall be below 10% of our post-Issue Equity Share capital. In case the
total holding of FPI or investor group increases beyond 10% of the total paid-up Equity Share capital of our
Company, on a fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference
shares or share warrants that may be issued by our Company, the total investment made by the FPI or investor
group will be reclassified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and
our Company and the investor will also be required to comply with applicable reporting requirements. Further,
the aggregate limit of all FPIs investments, with effect from April 1, 2020, is up to the sectoral cap applicable
to the sector in which our Company operates (i.e., 100%).

FPIs are permitted to participate in this Issue subject to compliance with conditions and restrictions which may
be specified by the Government from time to time. The FPIs who wish to participate in the Issue are advised to
use the Application Form for non-residents. Subject to compliance with all applicable Indian laws, rules,
regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI may issue,
subscribe to or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as
any instrument, by whatever name called, which is issued overseas by an FPI against securities held by it that
are listed or proposed to be listed on any recognized stock exchange in India, as its underlying) directly or
indirectly, only in the event (i) such offshore derivative instruments are issued only to persons registered as
Category I FPI under the SEBI FPI Regulations; (ii) such offshore derivative instruments are issued only to
persons who are eligible for registration as Category I FPIs (where an entity has an investment manager who is
from the Financial Action Task Force member country, the investment manager shall not be required to be
registered as a Category I FPI); (iii) such offshore derivative instruments are issued after compliance with ‘know
your client’ norms; and (iii) compliance with other conditions as may be prescribed by SEBI.

An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by or on its behalf, is carried out subject to inter alia the following conditions:
i. such offshore derivative instruments are transferred only to persons in accordance with the SEBI FPI
Regulations; and
ii. prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred to are pre–approved by the FPI.

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Procedure for Applications by AIFs, FVCIs and VCFs

The SEBI VCF Regulations and the SEBI FVCI Regulations prescribe, among other things, the investment
restrictions on VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among
other things, investment restrictions on AIFs.

As per the SEBI VCF Regulations and SEBI FVCI Regulations, VCFs and FVCIs are not permitted to invest in
listed companies pursuant to rights issues. Accordingly, applications by VCFs or FVCIs will not be accepted in
this Issue. Venture capital funds registered as Category I AIFs, as defined in the SEBI AIF Regulations, are not
permitted to invest in listed companies pursuant to rights issues. Accordingly, applications by venture capital
funds registered as category I AIFs, as defined in the SEBI AIF Regulations, will not be accepted in this Issue.

Other categories of AIFs are permitted to apply in this Issue subject to compliance with the SEBI AIF
Regulations. Such AIFs having bank accounts with SCSBs that are providing ASBA in cities/centers where
such AIFs are located are mandatorily required to make use of the ASBA facility. Otherwise, applications of
such AIFs are liable for rejection.

Procedure for Applications by NRIs

Investments by NRIs are governed by the FEMA Rules. Applications will not be accepted from NRIs that are
ineligible to participate in this Issue under applicable securities laws.

As per the FEMA Rules, an NRI or Overseas Citizen of India (“OCI”) may purchase or sell capital instruments
of a listed Indian company on repatriation basis, on a recognized stock exchange in India, subject to the
conditions, inter alia, that the total holding by any individual NRI or OCI will not exceed 5% of the total paid-
up equity capital on a fully diluted basis or should not exceed 5% of the paid-up value of each series of
debentures or preference shares or share warrants issued by an Indian company and the total holdings of all
NRIs and OCIs put together will not exceed 10% of the total paid-up equity capital on a fully diluted basis or
shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrants.
The aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general
body of the Indian company.

Further, in accordance with press note 3 of 2020, the FDI Policy has been recently amended to state that all
investments by entities incorporated in a country that shares a land border with India or where the beneficial
owner of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will
require prior approval of the Government of India. It is not clear from the press note whether or not an issue of
the Rights Equity Shares to Restricted Investors will also require prior approval of the Government of India and
each Investor should seek independent legal advice about its ability to participate in the Issue. In the event such
prior approval has been obtained, the Investor shall intimate our Company and the Registrar about such approval
within the Issue Period.

Procedure for Applications by Mutual Funds

A separate application can be made in respect of each scheme of an Indian mutual fund registered with SEBI
and such applications shall not be treated as multiple applications. The applications made by asset management
companies or custodians of a mutual fund should clearly indicate the name of the concerned scheme for which
the application is being made.

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 Procedure for applications by Systemically Important NBFCs

In case of application made by Systemically Important NBFCs registered with the RBI, (i) the certificate of
registration issued by the RBI under Section 45 –IA of the RBI Act, 1934 and (ii) net worth certificate from its
statutory auditors or any independent chartered accountant based on the last audited financial statements is
required to be attached to the application.

Payment by stock invest

In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the stock invest
Scheme has been withdrawn. Hence, payment through stock invest would not be accepted in this Issue.

Impersonation
As a matter of abundant caution, the attention of the Investors is specifically drawn to the provisions of
Section 38 of the Companies Act, 2013 which is reproduced below:

“Any person who:

(i) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or
(ii) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(iii) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to
him, or to any other person in a fictitious name,

shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least
Rs. 10 lakhs or 1% of the turnover of the Company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to ten years (provided that where the fraud involves public
interest, such term shall not be less than three years) and fine of an amount not less than the amount involved
in the fraud, extending up to three times of such amount. Where such fraud (i) involves an amount which is less
than Rs. 10 lakhs or 1% of the turnover of the Company, whichever is lower, and (ii) does not involve public
interest, then such fraud is punishable with imprisonment for a term extending up to five years or a fine of an
amount extending up to Rs. 50 lakhs or both.

Disposal of Applications and Application Money

No acknowledgment will be issued for the Application Money received by our Company. However, the
Designated Branch of the SCSBs receiving the Application Form will acknowledge its receipt by stamping and
returning the acknowledgment slip at the bottom of each Application Form to the Eligible Equity Shareholders
upon submission of the Application. Our Board reserves its full, unqualified, and absolute right to accept or
reject any Application, in whole or in part, and in either case without assigning any reason thereto.

In case an application is rejected in full, the whole of the Application Money will be unblocked in the respective
ASBA Accounts. Wherever an application is rejected in part, the balance of Application Money, if any, after
adjusting any money due on Rights Equity Shares Allotted, will be refunded/unblocked in the respective bank
accounts from which Application Money was received / ASBA Accounts of the Investor within a period of 4

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days from the Issue Closing Date. In case of failure to do so, our Company shall pay interest at the rate of 15%
p.a. within such time as specified under applicable law.

For further instructions, please read the Application Form carefully.

Utilization of Issue Proceeds

Our Board of Directors declares that:

(a) All monies received out of the Issue shall be transferred to a separate bank account;

(b) Details of all monies utilized out of the Issue shall be disclosed, and shall continue to be disclosed until the
time any part of the Issue Proceeds remains unutilized, under an appropriate separate head in the balance
sheet of our Company indicating the purpose for which such monies have been utilized;

(c) Details of all unutilized monies out of the Issue, if any, shall be disclosed under an appropriate separate
head in the balance sheet of our Company indicating the form in which such unutilized monies have been
invested; and

(d) Our Company may utilize the funds collected in the Issue only after final listing and trading approvals for
the Rights Equity Shares Allotted in the Issue is received.

Undertakings by our Company

Our Company undertakes the following:

(i) The complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily.

(ii) All steps for completion of the necessary formalities for listing and commencement of trading at all Stock
exchanges where the Rights Equity Shares are to be listed will be taken within the time prescribed by the
SEBI.

(iii) The funds required for making refunds to unsuccessful Applicants as per the mode(s) disclosed shall be
made available to the Registrar by our Company.

(iv) Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to
the Investor within 15 days of the Issue Closing Date, giving details of the banks where refunds shall be
credited along with the amount and expected date of electronic credit of refund.

(v) Other than any Equity Shares that may be issued pursuant to exercise options under the ESOP 2016 and
ESOP 2018, no further issue of securities affecting our Company’s Equity Share capital shall be made
until the Rights Equity Shares are listed or until the Application Money is refunded on account of non-
listing, under subscription, etc.

(vi) In case of unblocking of the application amount for unsuccessful Applicants or part of the application
amount in case of proportionate Allotment, a suitable communication shall be sent to the Applicants.

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(vii) Adequate arrangements shall be made to collect all ASBA Applications and to consider them similar to
non-ASBA Applications while finalizing the Basis of Allotment.

(viii) At any given time, there shall be only one denomination for the Rights Equity Shares of our Company.

(ix) Our Company shall comply with all disclosure and accounting norms specified by the SEBI from time to
time.

(x) Our Company accepts full responsibility for the accuracy of the information given in this Letter of Offer
and confirms that to the best of its knowledge and belief, there are no other facts the omission of which
makes any statement made in this Letter of Offer misleading and further confirms that it has made all
reasonable enquiries to ascertain such facts.

Filing

The Letter of Offer has not been filed with the SEBI for its observations as the size of the issue is less than Rs.
5,000 Lakhs which does not require issuer to file Letter of Offer with SEBI. The issuer has filed a Letter of Offer
with BSE for obtaining in-principle approval.

Withdrawal of the Issue

Subject to provisions of the SEBI ICDR Regulations, the Companies Act, and other applicable laws, Our
Company, reserves the right not to proceed with the Issue at any time before the Issue Opening Date without
assigning any reason thereof.

If our Company withdraws the Issue any time after the Issue Opening Date, a public notice within two (2)
Working Days of the Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons
for not proceeding with the Issue shall be issued by our Company. The notice of withdrawal will be issued in
the same newspapers where the pre-issue advertisement has been published and the Stock Exchange will also
be informed promptly.

The Company, through the Registrar to an Issue, will instruct the SCSBs to unblock the ASBA Accounts within
one (1) working Day from the day of receipt of such instruction. Our Company shall also inform the same to
the Stock Exchange.

If our Company withdraws the Issue at any stage including after the Issue Closing Date and subsequently
decides to proceed with an Issue of the Equity Shares, our Company will file a fresh offer document with the
stock exchange where the Equity Shares may be proposed to be listed.

Important

Please read the Letter of Offer carefully before taking any action. The instructions contained in the Application
Form, Abridged Letter of Offer, and the Rights Entitlement Letter are an integral part of the conditions of the
Letter of Offer and must be carefully followed; otherwise, the Application is liable to be rejected. It is to be
specifically noted that this Issue of Rights Equity Shares is subject to the risk factors mentioned in “Risk
Factors” on page 23 of this Letter of Offer.

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All enquiries in connection with the Letter of Offer, or Application Form and the Rights Entitlement Letter
must be addressed (quoting the Registered Folio Number or the DP and Client ID number, the Application
Form number, and the name of the first Eligible Equity Shareholder as mentioned on the Application Form and
superscribed “PMC Fincorp Limited – Rights Issue” on the envelope to the Registrar at the following address:

Skyline Financial Services Private Limited

Address: D-153-A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi – 110020, India
Telephone: 011-40450193-197
Fax: 011-26812682
E-mail: ipo@skylinerta.com
Investor grievance: grievances@skylinerta.com
Website: www.skylinerta.com
Contact person: Mr. Anuj Rana
SEBI Registration No: INR000003241

In accordance with SEBI Rights Issue Circulars, frequently asked questions and online/ electronic dedicated
investor helpdesk for guidance on the Application process and resolution of difficulties faced by the Investors
will be available on the website of the Registrar www.skylinerta.com. Further, helpline number provided by the
Registrar for guidance on the Application process and resolution of difficulties is 011-40450193-197.

The Issue will remain open from Thursday, November 07, 2024 to Tuesday, November 19, 2024. However, our
Board will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30
days from the Issue Opening Date (inclusive of the Issue Closing Date).

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government
of India (“DPIIT”) makes policy announcements on FDI through press notes and press releases which are
notified by the RBI as amendments to the FEMA. The DPIIT also issues the Consolidated Foreign Direct
Investment Policy (“FDI Policy”) from time to time. The regulatory framework pertaining to foreign investment,
over a period of time, thus, consists of acts, regulations, master circulars, press notes, press releases, and
clarifications among other amendments. India’s current FDI Policy issued by the DPIIT with effect from
October 15, 2020, consolidates and supersedes all previous press notes, press releases, and clarifications on FDI
issued by the DPIIT till October 15, 2020. In terms of the FDI Policy, Foreign investment is permitted (except
in the prohibited sectors) in Indian companies either through the automatic route or the Government route,
depending upon the sector in which foreign investment is sought to be made. In terms of the FDI Policy, the
work of granting government approval for foreign investment under the FDI Policy and FEMA Regulations has
now been entrusted to the concerned Administrative Ministries/Departments. The transfer of shares between an
Indian resident and a non-resident does not require the prior approval of the RBI, provided that (i) the activities
of the investee company fall under the automatic route as provided in the FDI Policy and FEMA and transfer
does not attract the provisions of the SEBI Takeover Regulations; (ii) the nonresident shareholding is within the
sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by
SEBI and RBI. As per Regulation 7 of the Foreign Exchange Management (Nondebt Instruments) Rules, 2019,
the RBI has given general permission to Indian companies to issue securities on a rights basis to non-resident
shareholders including additional
securities under the rights issue. Further, as per the Master Direction on Foreign Investment in India dated
January 4, 2018, as amended, issued by the RBI, non-residents may, inter alia, (i) subscribe for additional
securities over and above their rights entitlement; (ii) renounce the securities offered to them either in full or

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part thereof in favor of a person named by them; or (iii) apply for the securities renounced in their favor.
Applications received from NRIs and non-residents for allotment of Rights Equity Shares shall be inter alia,
subject to the conditions imposed from time to time by the RBI under the FEMA in the matter of refund of
Application Money, Allotment of Rights Equity Shares and issue of Allotment advice. If an NR or NRI Investor
has specific approval from the RBI, in connection with their shareholding, they should enclose a copy of such
approval with the Application. Our Board may, at its absolute discretion, agree to such terms and conditions as
may be stipulated by RBI while approving the allotment of Rights Equity Shares. The Rights Equity Shares
purchased by non-residents shall be subject to the same conditions including restrictions in regard to the
repatriation as are applicable to the original Equity Shares against which Rights Equity Shares are issued on a
rights basis. The above information is given for the benefit of the Investors. Our Company is not liable for any
amendments or modifications or changes in applicable laws or regulations, which may occur after the date of
this Letter of Offer. Investors are advised to make their independent investigations and ensure that the number
of Rights Equity Shares applied for does not exceed the applicable limits under laws or regulations.

The above information is given for the benefit of the Applicants / Investors. Our Company and are not liable for
any amendments or modifications or changes in applicable laws or regulations, which may occur after the date
of this Letter of Offer. Investors are advised to make their independent investigations and ensure that the number
of Equity Shares applied for do not exceed the applicable limits under laws or regulations.

…………………. This space has been left blank intentionally………………….

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 RESTRICTIONS ON PURCHASES AND RESALES

Eligibility and Restrictions

General
No action has been taken or will be taken to permit an offering of the Rights Entitlements or the Rights Equity
Shares to occur in any jurisdiction, or the possession, circulation, or distribution of the Letter of Offer or any
other Issue Material in any jurisdiction where action for such purpose is required, except that the Letter of Offer
will be filed with the Stock Exchange and submitted to the SEBI for information and dissemination.

The Rights Entitlement and the Rights Equity Shares may not be offered or sold, directly or indirectly, and the
Letter of Offer and any other Issue Materials may not be distributed, in whole or in part, in or into: (i) the United
States, or (ii) any jurisdiction other than India except in accordance with the legal requirements applicable in
such jurisdiction.

Receipt of the Letter of Offer or any other Issue Materials (including by way of electronic means) will not
constitute an offer, invitation to or solicitation by anyone: (i) in the United States or (ii) any jurisdiction in any
circumstances in which such an offer, invitation or solicitation is unlawful or not authorised or to any person to
whom it is unlawful to make such an offer, invitation or solicitation. In those circumstances, the Letter of Offer
and any other Issue Materials must be treated as sent for information only and should not be acted upon for
subscription to Rights Equity Shares and should not be copied or re-distributed. Accordingly, persons receiving
a copy of the Letter of Offer and any other Issue Materials should not distribute or send the Letter of Offer or
any such documents in or into any jurisdiction where to do so would or might contravene local securities laws
or regulations or would subject our Company or its affiliates to any filing or registration requirement (other than
in India). If the Letter of Offer or any other Issue Material is received by any person in any such jurisdiction or
the United States, they must not seek to subscribe to the Rights Equity Shares.

Investors are advised to consult their legal counsel prior to accepting any provisional allotment of Rights Equity
Shares, applying for excess Rights Equity Shares or making any offer, sale, resale, pledge or other transfer of
the Rights Entitlements or the Rights Equity Shares. Rights Entitlements may not be transferred or sold to any
person outside India except in accordance with applicable law.

The Letter of Offer is, and the other Issue Materials will be, supplied to you solely for your information and
may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in
whole or in part, for any purpose.

Each person who exercises the Rights Entitlements and subscribes for the Rights Equity Shares, or who
purchases the Rights Entitlements or the Rights Equity Shares shall do so in accordance with the restrictions set
out above and below.

Australia

The Letter of Offer does not constitute a prospectus or other disclosure document under the Corporations Act
2001 (Cth) (“Australian Corporations Act”) and does not purport to include the information required of a
disclosure document under the Australian Corporations Act. The Letter of Offer is not a disclosure document
under Chapter 6D of the Corporations Act of Australia and it has not been lodged with the Australian Securities
and Investments Commission (“ASIC”) and no steps have been taken to lodge it as such with ASIC. It is not
required to, and does not, contain all the information which would be required in a disclosure document. Any

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offer in Australia of the Rights Entitlements and Equity Shares under the Letter of Offer may only be made to
persons who are “sophisticated investors” (within the meaning of section 708(8) of the Australian Corporations
Act), to “professional investors” (within the meaning of section 708(11) of the Australian Corporations Act) or
otherwise pursuant to one or more exemptions under section 708 of the Australian Corporations Act so that it
is lawful to offer the Rights Entitlements and Equity Shares in Australia without disclosure to investors under
Part 6D.2 of the Australian Corporations Act.

If you are acting on behalf of, or acting as agent or nominee for, an Australian resident and you are a recipient
of the Letter of Offer, and any offers made under the Letter of Offer, you represent to the Issuer that you will
not provide the Letter of Offer or communicate any offers made under the Letter of Offer to, or make any
applications or receive any offers for Rights Entitlements or the Equity Shares for, any Australian residents
unless they are a “sophisticated investor” or a “professional investor” as defined by section 708 of the Australian
Corporations Act.

Any offer of the Rights Entitlements or the Equity Shares for on-sale that is received in Australia within 12
months after their issue by our Company, or within 12 months after their sale by a selling security holder under
the Issue, as applicable, is likely to need prospectus disclosure to investors under Part 6D.2 of the Australian
Corporations Act, unless such offer for on-sale in Australia is conducted in reliance on a prospectus disclosure
exemption under section 708 of the Australian Corporations Act or otherwise. Any persons acquiring the Rights
Entitlements and the Equity Shares should observe such Australian on-sale restrictions.

Bahrain

The Letter of Offer and the Rights Entitlements and the Rights Equity Shares that are offered pursuant to the
Letter of Offer have not been registered, filed, approved or licensed by the Central Bank of Bahrain (“CBB”),
the Bahrain Bourse, the Ministry of Industry, Commerce and Tourism (“MOICT”) or any other relevant
licensing authorities in the Kingdom of Bahrain.

The CBB, the Bahrain Bourse and the MOICT of the Kingdom of Bahrain takes no responsibility for the
accuracy of the statements and information contained in the Letter of Offer, nor shall they have any liability to
any person, investor or otherwise for any loss or damage resulting from reliance on any statements or
information contained herein. The Letter of Offer is only intended for Accredited Investors as defined by the
CBB We have not made and will not make any invitation to the public in the Kingdom of Bahrain to subscribe
to the Rights Equity Shares and the Letter of Offer will not be issued to, passed to, or made available to the
public generally in the Kingdom of Bahrain. All marketing and offering of the Rights Equity Shares shall be
made outside the Kingdom of Bahrain. The CBB has not reviewed, nor has it approved the Letter of Offer and
any related offering documents or the marketing thereof in the Kingdom of Bahrain. The CBB is not and will
not be responsible for the performance of Rights Equity Shares.

British Virgin Islands

No offer or invitation to subscribe for the Rights Entitlements and the Rights Equity Shares has been or will be
made to the public in the British Virgin Islands.

China

No action has been taken by our Company which would permit an offering of Rights Entitlements or the Rights
Equity Shares or the distribution of the Letter of Offer in the People's Republic of China (“PRC”). The Letter

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of Offer may not be circulated or distributed in the PRC and the Rights Entitlements and the Rights Equity
Shares may not be offered or sold, and will not be offered or sold to any person for reoffering or resale directly
or indirectly to, or for the benefit of, legal or natural persons of the PRC except pursuant to applicable laws and
regulations of the PRC. Further, no legal or natural persons of the PRC may directly or indirectly purchase any
of the Rights Entitlements and the Equity Shares or any beneficial interest therein without obtaining all prior
PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into
possession of the Letter of Offer are required to observe these restrictions. For the purpose of this paragraph,
PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Cayman Islands

No offer or invitation to subscribe for the Rights Entitlements and the Rights Equity Shares may be made to the
public in the Cayman Islands.

European Economic Area

In relation to each Member State of the European Economic Area (each a “Relevant State”), an offer to the
public of any Rights Entitlement or Rights Equity Shares may not be made in that Relevant State, except if the
Rights Entitlement or Rights Equity Shares are offered to the public in that Relevant State at any time under the
following exemptions under the Prospectus Regulation (EU) 2017/1129 (and any amendment thereto) (the
“Prospectus Regulation”):

a) to any legal entity that is a qualified investor, as defined in the Prospectus Regulation;
b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Regulation); or
c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of Rights Entitlement or Rights Equity Shares shall result in a requirement for the
publication by our Company of a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement
of a prospectus pursuant to Article 23 of the Prospectus Regulation. The Letter of Offer is not a prospectus for
the purposes of the Prospectus Regulation.

For the purposes of this subsection, the expression an “offer to the public” in relation to any Rights Entitlement
or Rights Equity Shares in any Relevant State means a communication to persons in any form and by any means
presenting sufficient information on the terms of the Issue so as to enable an investor to decide to purchase or
subscribe for the Rights Entitlement or Rights Equity Shares.

Hong Kong

The Rights Entitlements and the Equity Shares may not be offered or sold in Hong Kong by means of any
document other than (i) in circumstances which do not constitute an offer to the public within the meaning of
the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii)
to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong
Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being
a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Rights Entitlements
and the Equity Shares may be issued or may be in the possession of any person for the purpose of issue (in each
case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed

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or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to the Rights Entitlements and the Equity Shares which are or are intended to be disposed of only to
persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Japan

The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the
Financial Instruments and Exchange Act of Japan (Law. No. 25 of 1948 as amended) (the “FIEA”) and
disclosure under the FIEA has not been and will not be made with respect to the Rights Entitlements and the
Rights Equity Shares. No Rights Entitlements or Rights Equity Shares are, directly or indirectly, being offered
or sold, and may not, directly or indirectly, be offered or sold in Japan or to, or for the benefit of, any resident
of Japan as defined in the first sentence of Article 6, Paragraph 1, Item 5 of the Foreign Exchange and Foreign
Trade Contract Act of Japan (Law No. 228 of 1949, as amended) (“Japanese Resident”) or to others for re-
offering or re-sale, directly or indirectly in Japan or to, or for the benefit of, any Japanese Resident except (i)
pursuant to an exemption from the registration requirements of the FIEA and (ii) in compliance with any other
relevant laws, regulations and governmental guidelines of Japan.

If an offeree does not fall under a “qualified institutional investor” (tekikaku kikan toshika), as defined in Article
10, Paragraph 1 of the Cabinet Office Ordinance Concerning Definition Provided in Article 2 of the Financial
Instruments and Exchange Act (Ordinance of the Ministry of Finance No. 14 of 1993, as amended) (the
“Qualified Institutional Investor”), the Rights Entitlements and Equity Shares will be offered in Japan by a
private placement to a small number of investors (shoninzu muke kanyu), as provided under Article 23- 13,
Paragraph 4 of the FIEA, and accordingly, the filing of a securities registration statement for a public offering
pursuant to Article 4, Paragraph 1 of the FIEA has not been made.

If an offeree is a Qualified Institutional Investor, the Rights Entitlements and the Equity Shares will be offered
in Japan by a private placement to the Qualified Institutional Investor (tekikaku kikan toshikamuke kanyu), as
provided under Article 23-13, Paragraph 1 of the FIEA, and accordingly, the filing of a securities registration
statement for a public offering pursuant to Article 4, Paragraph 1 of the FIEA has not been made. Any Qualified
Institutional Investor purchasing Rights Equity Share agree that it will not, directly or indirectly, resell, assign,
transfer, or otherwise dispose of the Rights Equity Shares to any Japanese Resident other than to another
Qualified Institutional Investor.

Kuwait

The Letter of Offer and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy,
the Rights Entitlements or the Equity Shares in the State of Kuwait. The Rights Entitlements and the Equity
Shares have not been licensed for offering, promotion, marketing, advertisement or sale in the State of Kuwait
by the Capital Markets Authority or any other relevant Kuwaiti government agency. The offering, promotion,
marketing, advertisement or sale of the Rights Entitlements and the Equity Shares in State of Kuwait on the
basis of a private placement or public offering is, therefore, prohibited in accordance with Law No. 7 of 2010
and the Executive Bylaws for Law No. 7 of 2010, as amended, which govern the issue, offer, marketing and
sale of financial services/products in the State of Kuwait. No private or public offering of the Rights Entitlements
or the Equity Shares is or will be made in the State of Kuwait, and no agreement relating to the sale of the Rights
Entitlements or the Equity Shares will be concluded in the State of Kuwait and no marketing or solicitation or
inducement activities are being used to offer or market the Rights Entitlements or the Equity Shares in the State
of Kuwait.

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Mauritius

The Rights Entitlements and the Rights Equity Shares may not be offered or sold, directly or indirectly, to the
public in Mauritius. Neither the Letter of Offer nor any offering material or information contained herein relating
to the offer of the Rights Entitlements and the Rights Equity Shares may be released or issued to the public in
Mauritius or used in connection with any such offer. The Letter of Offer does not constitute an offer to sell the
Rights Entitlements and the Rights Equity Shares to the public in Mauritius and is not a prospectus as defined
under the Companies Act 2001.

Singapore

The Letter of Offer has not been and will not be registered as a prospectus with the Monetary Authority of
Singapore under the Securities and Futures Act (Chapter 289) of Singapore (“SFA”). The offer of Rights
Entitlements and Rights Equity Shares pursuant to the Rights Entitlements to Eligible Equity Shareholders in
Singapore is made in reliance on the offering exemption under Section 273(1)(cd) of the SFA.

Eligible Equity Shareholders in Singapore may apply for additional Rights Equity Shares over and above their
Rights Entitlements only (i) if they are an “institutional investor” within the meaning of Section 274 of the SFA
and in accordance with the conditions of an exemption invoked under Section 274, (ii) if they are a relevant
person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the
conditions specified in Section 275, of the SFA, or (iii) pursuant to, and in accordance with the conditions of,
any other applicable provision of the SFA.

Where any additional Rights Equity Shares over and above their Rights Entitlements are purchased under
Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as
defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital
of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the
trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust
is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that
corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred
within six months after that corporation or that trust has acquired such Rights Equity Shares pursuant to an offer
made under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant
person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that
such shares, debentures and units of shares and debentures of that corporation or such rights or interest in that
trust are acquired at a consideration of not less than SGP$ 200,000 (or its equivalent in a foreign currency) for
each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and
further for a corporation, in accordance with the conditions specified in Section 275 of the SFA; (2) where no
consideration is or will be given for the transfer; or (3) where the transfer is by operation of law.

In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the “CMP Regulations 2018”), our Company has determined, and hereby
notifies all relevant persons (as defined in Section 309(A)(1) of the SFA) that the Rights Entitlements and the
Rights Equity Shares are ‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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United Kingdom

No Rights Entitlement or Rights Equity Shares may be offered in the Issue to the public in the United Kingdom
prior to the publication of a prospectus in relation to the Rights Entitlement and Rights Equity Shares which is
to be treated as if it had been approved by the Financial Conduct Authority in accordance with the transitional
provisions in Article 74 (transitional provisions) of the Prospectus (Amendment etc.) (EU Exit) Regulations
2019/1234, except that our Company may make an offer to the public in the United Kingdom of Rights
Entitlement and Rights Equity Shares at any time:

a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus
Regulation;
b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of
the UK Prospectus Regulation); or
c) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation,

provided that no such offer of Rights Entitlement or Rights Equity Shares shall result in a requirement for the
publication by our Company of a prospectus pursuant to Article 3 of the UK Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this
provision, the expression an “offer to the public” in relation to any Rights Entitlement or Rights Equity Shares
in means a communication to persons in any form and by any means presenting sufficient information on the
terms of the Issue so as to enable an investor to decide to purchase or subscribe for the Rights Entitlement or
Rights Equity Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Except for each person who is not a qualified investor as defined in the UK Prospectus Regulation and who has
notified our Company of such fact in writing and has received the consent of our Company in writing to
subscribe for or purchase Rights Equity Shares, each person in the United Kingdom who acquires Rights Equity
Shares shall be deemed to have represented and warranted that it is a qualified investor as defined in the UK
Prospectus Regulation.

In addition, the Letter of Offer may not be distributed or circulated to any person in the United Kingdom other
than to (i) persons who have professional experience in matters relating to investments falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Financial Promotion Order”); and (ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Financial Promotion Order (each such person being referred to as a “Relevant Person”). If you are not a Relevant
Person, you should not take any action on the basis of the Letter of Offer and you should not act or rely on it or
any of its contents. Except for each person who is not a Relevant Person and who has notified our Company of
such fact in writing and has received the consent of our Company in writing to subscribe for or purchase Rights
Equity Shares, each person in the United Kingdom who acquires Rights Equity Shares shall be deemed to have
represented and warranted that it is a Relevant Person.

United Arab Emirates (excluding the Dubai International Financial Centre)

The Letter of Offer has not been, and is not intended to be, approved by the UAE Central Bank, the UAE
Ministry of Economy, the Emirates Securities and Commodities Authority or any other authority in the United
Arab Emirates (the “UAE”) or any other authority in any of the free zones established and operating in the UAE.
The Rights Entitlements and the Rights Equity Shares have not been and will not be offered, sold or publicly
promoted or advertised in the UAE in a manner which constitutes a public offering in the UAE in compliance

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with any laws applicable in the UAE governing the issue, offering and sale of such securities. The Letter of
Offer is strictly private and confidential and is being distributed to a limited number of investors and must not
be provided to any other person other than the original recipient and may not be used or reproduced for any
other purpose.

Dubai International Financial Centre

The Rights Entitlement and the Rights Equity Shares offered in the Issue are not being offered to any persons
in the Dubai International Financial Centre except on that basis that an offer is: (i) an “Exempt Offer” in
accordance with the Markets Rules (MKT) (the “Markets Rules”) adopted by the Dubai Financial Services
Authority (the “DFSA”); and (ii) made only to persons who meet the Professional Client criteria set out in Rule
2.3.3 of the DFSA Conduct of Business Module of the DFSA rulebook and are not natural Persons. The Letter
of Offer must not be delivered to, or relied on by, any other person. The DFSA has not approved the Letter of
Offer nor taken steps to verify the information set out in it and has no responsibility for it. Capitalised terms not
otherwise defined in this subsection have the meaning given to those terms in the Markets Rules.

The Equity Shares may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the
Rights Equity Shares offered in the Offer should conduct their own due diligence on the Equity Shares. If you
do not understand the contents of the Letter of Offer, you should consult an authorised financial adviser.

United States

The Rights Entitlements and the Rights Equity Shares have not been, and will not be, registered under the
Securities Act or the securities laws of any state of the United States and may not be offered or sold within the
United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and any applicable state securities laws. The Rights Entitlements and the
Rights Equity Shares are only being offered and sold outside the United States in offshore transactions, as
defined in and in compliance with Regulation S. Neither the receipt of the Letter of Offer nor any of its
accompanying documents constitutes an offer of the Rights Entitlements or the Rights Equity Shares to any
Eligible Equity Shareholder other than the Eligible Equity Shareholders who has received the Letter of Offer
and its accompanying documents directly from our Company

Representations, Warranties and Agreements by Purchasers

In addition to the applicable representations, warranties and agreements set forth above, each purchaser, by
accepting the delivery of the Letter of Offer and its accompanying documents, submitting an Application Form
for the exercise of any Rights Entitlements and subscription for any Rights Equity Shares and accepting delivery
of any Rights Entitlements or any Rights Equity Shares, will be deemed to have represented, warranted,
acknowledged and agreed as follows on behalf of itself and, if it is acquiring the Rights Entitlements or the
Rights Equity Shares as a fiduciary or agent for one or more investor accounts, on behalf of each owner of such
account (such person being the “purchaser”, which term shall include the owners of the investor accounts on
whose behalf the person acts as fiduciary or agent):

1) The purchaser has the full power and authority to make the representations, warranties,
acknowledgements, undertakings and agreements contained herein and to exercise the Rights
Entitlements and subscribe for the Rights Equity Shares, and, if the purchaser is exercising the Rights
Entitlements and acquiring the Rights Equity Shares as a fiduciary or agent for one or more investor
accounts, the purchaser has the full power and authority to make the representations, warranties,

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 acknowledgements, undertakings and agreements contained herein and to exercise the Rights
Entitlements and subscribe for the Rights Equity Shares on behalf of each owner of such account.
2) If any Rights Entitlements were bought by the purchaser or otherwise transferred to the purchaser by a
third party (other than our Company), the purchaser was in India at the time of such purchase or transfer.

3) The purchaser is aware and understands (and each account for which it is acting has been advised and
understands) that an investment in the Rights Entitlements and the Rights Equity Shares involves a
considerable degree of risk and that the Rights Entitlements and the Rights Equity Shares are a
speculative investment.

4) The purchaser acquiring the Rights Equity Shares for one or more managed accounts, represents and
warrants that the purchaser has been authorized in writing, by each such managed account to acquire
the Rights Equity Shares for each managed account and make the representations, warranties,
acknowledgements, undertakings and agreements herein for and on behalf of each such account, reading
the reference herein to ‘the purchaser’ to include such accounts.

5) The purchaser is eligible to invest in India under applicable law, including the FEMA Rules and any
notifications, circulars or clarifications issued thereunder, and have not been prohibited by SEBI, RBI
or any other regulatory authority, statutory authority or otherwise, from buying, selling or dealing in
securities or otherwise accessing capital markets in India. Further, the purchaser is eligible to invest in
and hold the Rights Equity Shares in accordance with the FDI Policy, read along with the press note 3
of 2020 dated April 17, 2020 issued by the Department for Promotion of Industry and Internal Trade,
Government of India and the related amendments to the FEMA Rules wherein if the beneficial owner
of the Equity Shares is situated in or is a citizen of a country which shares land border with India, foreign
direct investments can only be made through the Government approval route, as prescribed in the
FEMA Rules.

6) The purchaser is investing in the Rights Equity Shares to be issued pursuant to the Issue in accordance
with applicable laws and by participating in the Issue, the purchaser is not in violation of any applicable
law, including but not limited to the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, the Securities and Exchange Board of India (Prohibition of Fraudulent and
Unfair Trade Practices relating to Securities Market) Regulations, 2003 and the Companies Act, 2013,
each as amended and/or substituted from time to time.

7) The purchaser understands (and each account for which it is acting has been advised and understands)
that no action has been or will be taken to permit an offering of the Rights Entitlements or the Rights
Equity Shares in any jurisdiction (other than the filing of the Letter of Offer with the Stock Exchange
and its submission with the SEBI for information and dissemination); and it will not offer, resell, pledge
or otherwise transfer any of the Rights Entitlements (except in India) or the Rights Equity Shares which
it may acquire, or any beneficial interests therein, in any jurisdiction or in any circumstances in which
such offer or sale is not authorised or to any person to whom it is unlawful to make such offer, sale,
solicitation or invitation except under circumstances that will result in compliance with any applicable
laws and/or regulations.

8) The purchaser (or any account for which it is acting) is an Eligible Equity Shareholder and has received
an invitation from our Company, addressed to it and inviting it to participate in the Issue.

9) None of the purchaser, any of its affiliates or any person acting on its or their behalf has taken or will

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 take, directly or indirectly, any action designed to, or which might be expected to, cause or result in the
stabilization or manipulation of the price of any security of our Company to facilitate the sale or resale
of the Rights Entitlements or the Rights Equity Shares pursuant to the Issue.

10) Prior to making any investment decision to exercise the Rights Entitlements and subscribe for the Rights
Equity Shares, the purchaser (i) will have consulted with its own legal, regulatory, tax, business,
investment, financial and accounting advisers in each jurisdiction in connection herewith to the extent
it has deemed necessary; (ii) will have carefully read and reviewed a copy of the Letter of Offer and its
accompanying documents; (iii) will have possessed and carefully read and reviewed all information
relating to us and the Rights Entitlements and the Rights Equity Shares which it believes is necessary
or appropriate for the purpose of making its investment decision, including, without limitation, the
Exchange Information (as defined below); (iv) will have conducted its own due diligence on our
Company and the Issue, and will have made its own investment decisions based upon its own
judgement, due diligence and advice from such advisers as it has deemed necessary and will not have
relied upon any recommendation, promise, representation or warranty of or view expressed by or on
behalf of our Company (including any research reports) (other than, with respect to our Company and
any information contained in the Letter of Offer); and (v) will have made its own determination that
any investment decision to exercise the Rights Entitlements and subscribe for the Rights Equity Shares
is suitable and appropriate, both in the nature and number of Rights Equity Shares being subscribed.

11) Without limiting the generality of the foregoing, the purchaser acknowledges that the Equity Shares are
listed on BSE Limited and our Company is therefore required to publish certain business, financial and
other information in accordance with the rules and practices of BSE Limited (which includes, but is not
limited to, a description of the nature of our Company’s business and our Company’s most recent
financial results, and similar statements for preceding years together with the information on its website
and its press releases, announcements, investor education presentations, annual reports, collectively
constitutes the “Exchange Information”), and that it has had access to such information without undue
difficulty and has reviewed such Exchange Information as it has deemed necessary; and (ii) none of our
Company, any of its affiliates has made any representations or recommendations to it, express or
implied, with respect to our Company, the Rights Entitlements, the Rights Equity Shares or the
accuracy, completeness or adequacy of the Exchange Information.

12) The purchaser acknowledges that any information that it has received or will receive relating to or in
connection with the Issue, and the Rights Entitlements or the Rights Equity Shares, including the Letter
of Offer and the Exchange Information, has been prepared solely by our Company.

13) The purchaser acknowledges that no written or oral information relating to the Issue, and the Rights
Entitlements or the Rights Equity Shares has been or will be provided by our Company.

14) The purchaser understands that its receipt of the Rights Entitlements and any subscription it may make
for the Rights Equity Shares will be subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, undertakings and agreements and other information contained in the
Letter of Offer and the Application Form. The purchaser understands that none of our Company, the
Registrar or any other person acting on behalf of us will accept subscriptions from any person, or the
agent of any person, who appears to be, or who we, the Registrar or any other person acting on behalf
of us have reason to believe is in the United States or is ineligible to participate in the Issue under
applicable securities laws.

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15) The purchaser is aware that the Rights Entitlements and the Equity Shares have not been and will not
be registered under the Securities Act or the securities law of any state of the United States and that the
offer of the Rights Entitlements and the offer and sale of the Rights Equity Shares to the purchaser was
made in accordance with Regulation S.

16) The purchaser was outside the United States at the time the offer of the Rights Entitlements and Rights
Equity Shares was made to it and the purchaser was outside the United States when the purchaser’s buy
order for the Rights Equity Shares was originated.

17) The purchaser did not accept the Rights Entitlements or subscribe to the Rights Equity Shares as a result
of any “directed selling efforts” (as defined in Regulation S).

18) The purchaser subscribed to the Rights Equity Shares for investment purposes and not with a view to
the distribution or resale thereof. If, in the future, the purchaser decides to offer, sell, pledge or otherwise
transfer any of the Rights Equity Shares, the purchaser shall only offer, sell, pledge or otherwise transfer
such Rights Equity Shares: (i) outside the United States in a transaction complying with Rule 903 or
Rule 904 of Regulation S and in accordance with all applicable laws of any other jurisdiction, including
India or (ii) in the United States pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws.

19) The purchaser is, and the persons, if any, for whose account it is acquiring the Rights Entitlements and
the Rights Equity Shares are, entitled to subscribe for, and authorized to consummate the purchase of,
the Rights Equity Shares in compliance with all applicable laws and regulations. If the purchaser is
outside India:

a. the purchaser, and each account for which it is acting, satisfies: (i) all suitability standards for
investments in the Rights Entitlements and the Rights Equity Shares imposed by all
jurisdictions applicable to it, and (ii) is eligible to subscribe, and is subscribing, for the Rights
Equity Shares and Rights Entitlements in compliance with applicable securities and other laws
of all jurisdictions of residence; and
b. the sale of the Rights Equity Shares to it will not require any filing or registration by, or
qualification of, our Company with any court or administrative, governmental or regulatory
agency or body, under the laws of any jurisdiction which apply to the purchaser or such persons.

20) Except for the sale of Rights Equity Shares on the Stock Exchange, the purchaser agrees, upon a
proposed transfer of the Rights Equity Shares, to notify any purchaser of such Equity Shares or the
executing broker, as applicable, of any transfer restrictions that are applicable to the Rights Equity
Shares being sold.

21) The purchaser is a highly sophisticated investor and has such knowledge and experience in financial,
business and international investment matters and is capable of independently evaluating the merits and
risks (including for tax, legal, regulatory, accounting and other financial purposes) of an investment in
the Rights Entitlements and the Rights Equity Shares. It, or any account for which it is acting, has the
financial ability to bear the economic risk of investment in the Rights Entitlements and the Rights Equity
Shares, has adequate means of providing for its current and contingent needs, has no need for liquidity
with respect to any investment it (or such account for which it is acting) may make in the Rights
Entitlements and the Rights Equity Shares, and is able to sustain a complete loss in connection therewith
and it will not look to our Company for all or part of any such loss or losses it may suffer.

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22) Each of the aforementioned representations, warranties, acknowledgements and agreements shall
continue to be true and accurate at all times up to and including the Allotment, listing and trading of the
Rights Equity Shares. The purchaser shall hold our Company harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or in connection with any
breach of its representations, warranties, acknowledgements and agreements set forth above and
elsewhere in the Letter of Offer. The indemnity set forth in this paragraph shall survive the resale of the
Rights Equity Shares.

23) The purchaser acknowledges that our Company and its affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and agreements which are
given to our Company, and are irrevocable.

24) The purchaser agrees that any dispute arising in connection with the Issue will be governed by and
construed in accordance with the laws of Republic of India, and the courts in Bhopal, Madhya Pradesh,
India shall have sole and exclusive jurisdiction to settle any disputes which may arise out of or in
connection with the Letter of Offer and other Issue Materials.

…………………. This space has been left blank intentionally………………….

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 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not
being contracts entered into in the ordinary course of business carried on by our Company or contracts entered
into more than two years before the date of this Letter of Offer) which are or may be deemed material have
been entered or are to be entered into by our Company. Copies of the documents for inspection referred to
hereunder, would be available on the website of the Company at www.pmcfincorp.com from the date of this
Letter of Offer until the Issue Closing Date.

Material Contracts for the Issue

(i) Registrar Agreement dated August 05, 2024 entered into amongst our Company and the Registrar to the
Issue.
(ii) Banker to Issue Agreement dated September 06, 2024 amongst our Company, the Registrar to the Issue,
and the Bankers to the Issue.

Material Documents

(i) Certified copies of the updated Memorandum of Association and Articles of Association of our
Company as amended from time to time.
(ii) Resolution of the Board of Directors dated June 05, 2024 in relation to the Issue.
(iii) Resolution of our Rights Issue Committee dated September 07, 2024, finalizing the terms of the Issue
including the Rights Entitlement Ratio.
(iv) Resolution of our Rights Issue Committee dated October 21, 2024, fixing the Record Date.
(v) Consent of our Directors, Company Secretary and Compliance Officer, Statutory Auditor, the Registrar
to the Issue for inclusion of their names in the Letter of Offer in their respective capacities.
(vi) Statement of Tax Benefits dated August 27, 2024 from the Statutory Auditor included in this Letter of
Offer.
(vii) Tripartite Agreement dated January 14, 2005 between our Company, NSDL and the Registrar to the
Issue.
(viii) Tripartite Agreement dated June 21, 2010 between our Company, CSDL and the Registrar to the Issue.
(ix) In principle listing approval dated October 17, 2024 issued by BSE.

Any of the contracts or documents mentioned in this Letter of Offer may be amended or modified at any time
if so, required in the interest of our Company or if required by the other parties, without reference to the
shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.
…………………. This space has been left blank intentionally………………….

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 DECLARATION

I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations, and guidelines
issued by the Government of India, or the rules, regulations, or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Letter of Offer is contrary to the provisions of the Companies Act 2013, the
Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements and disclosures made in this Letter of
Offer are true and correct.

SIGNED BY THE DIRECTOR OF THE COMPANY

Sd/-
Raj Kumar Modi
DIN: 01274171
Executive Director- Managing Director

Date: October 25, 2024

Place: New Delhi

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 DECLARATION

I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations, and guidelines
issued by the Government of India, or the rules, regulations, or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Letter of Offer is contrary to the provisions of the Companies Act 2013, the
Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements and disclosures made in this Letter of
Offer are true and correct.

SIGNED BY THE DIRECTOR OF THE COMPANY

Sd/-
Rekha Modi
DIN: 01274200
Non-Executive - Non-Independent Director

Date: October 25, 2024

Place: New Delhi

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 DECLARATION

I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations, and guidelines
issued by the Government of India, or the rules, regulations, or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Letter of Offer is contrary to the provisions of the Companies Act 2013, the
Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements and disclosures made in this Letter of
Offer are true and correct.

SIGNED BY THE DIRECTOR OF THE COMPANY

Sd/-
Mahavir Prasad Garg
DIN: 00081692
Non-Executive - Independent Director

Date: October 25, 2024

Place: New Delhi

~ 183 ~
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations, and guidelines
issued by the Government of India, or the rules, regulations, or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Letter of Offer is contrary to the provisions of the Companies Act 2013, the
Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements and disclosures made in this Letter of
Offer are true and correct.

SIGNED BY THE DIRECTOR OF THE COMPANY

Sd/-
Yogesh Kumar Garg
DIN: 02144584
Non-Executive - Independent Director

Date: October 25, 2024

Place: New Delhi

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 DECLARATION

I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations, and guidelines
issued by the Government of India, or the rules, regulations, or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Letter of Offer is contrary to the provisions of the Companies Act 2013, the
Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements and disclosures made in this Letter of
Offer are true and correct.

SIGNED BY THE DIRECTOR OF THE COMPANY

Sd/-
Prabhat Modi
DIN: 08193181
Executive Director

Date: October 25, 2024

Place: New Delhi

~ 185 ~
 DECLARATION

I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations, and guidelines
issued by the Government of India, or the rules, regulations, or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in this Letter of Offer is contrary to the provisions of the Companies Act 2013, the
Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements and disclosures made in this Letter of
Offer are true and correct.

SIGNED BY THE DIRECTOR OF THE COMPANY

Sd/-
Deepali Sehgal Kulshrestha
DIN: 10192105
Non-Executive - Independent Director

Date: October 25, 2024

Place: New Delhi

~ 186 ~