Indiabulls Commercial Credit Limited’s NCD Tranche II Issue Opens April 03, 2023

Coupon Rate Up to 10.50% p.a.# Effective Yield Up to 10.50% p.a.#

· Public issue of secured redeemable non-convertible debentures (“NCDs”) of face value and issue price of ₹1,000 each

· The Tranche II Issue includes a base issue size of ₹100 crores with an option to retain oversubscription up to ₹100 crores aggregating up to ₹200 crores; within a shelf limit of ₹1,000 crore

· NCDs proposed to be issued pursuant to the Tranche II Issue are rated as “CRISIL AA/Stable” by CRISIL Ratings Limited and “[ICRA]AA (Stable)” by ICRA Limited

· Tenor options: 24 months, 36 months & 60 months with monthly, annual and cumulative coupon payment options

· Staggered Redemption Options for 36 months & 60 months; Coupon rate up to 10.50% p.a.# and Effective Yield up to 10.50% p.a.#

· The Tranche II Issue opens on Monday, April 03, 2023 and closes on Wednesday, April 19, 2023**

· The NCDs are proposed to be listed on BSE Limited and National Stock Exchange of India Limited. BSE Limited is the designated stock exchange for the Tranche II Issue.

# For further details, please refer to the section titled “Issue Related Information” on Page 237 of the Tranche II Prospectus dated March 27, 2023

**The Tranche II Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated above, except that the Tranche II Issue may close on such earlier date or extended date as may be decided by the Board of Directors of the Company or the Bond Issue Committee, thereof, subject to receipt of necessary approvals and compliance with Regulation 33A of the SEBI NCS Regulations. In the event of an early closure or extension of the Tranche II Issue; the Company shall ensure that notice of the same is provided to the prospective investors through an advertisement all the newspapers in which pre-issue advertisement and advertisement for opening or closure of the Issue have been given on or before such earlier or extended date of Tranche II Issue closure in all the newspapers in which the pre-issue advertisement of the Tranche II Issue have been given. Applications Forms for the Tranche II Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE and NSE, on Working Days during the Tranche II Issue Period. On the Tranche II Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE and NSE. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 PM (Indian Standard Time) on one Working Day post the Tranche II Issue Closing Date. For further details please refer to the section titled “Issue Related Information” on page 237 of the Tranche II Prospectus.

New Delhi, April 03, 2023: Headquartered in New Delhi, Indiabulls Commercial Credit Limited (ICCL) (“Company” or “Issuer”), a Non-Banking Financial Company (NBFC), registered with the Reserve Bank of India (RBI), has announced the public issue of secured, redeemable, non-convertible debentures of the face value of Rs. 1,000 each (“NCDs”). The Tranche II Issue opens on Monday, April 03, 2023 and closes on Wednesday, April 19, 2023.

The Tranche II Issue has a base issue size of ₹100 crores with an option to retain oversubscription up to ₹100 crores, aggregating up to ₹200 crores (“Tranche II Issue”) within a shelf limit of ₹1,000 crore. The Tranche II Issue offers various series of NCDs for subscription with coupon rates ranging from 9.20% p.a to 10.50% p.a. The NCDs are proposed to be listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE” together with BSE, the “Stock Exchanges”) BSE shall be the Designated Stock Exchange for the Tranche II Issue. The NCDs have been rated “CRISIL AA/Stable” by CRISIL Ratings Limited and “[ICRA]AA (Stable)” by ICRA Limited.

The NCDs under the Tranche II Issue have tenures of 24 months (Series I, II, III), 36 months (Series IV, V, VI), and 60 months (Series VII, VIII). Effective yield (per annum) for the NCD holders in Category I (Institutional Investors) & Category II (Non-Institutional Investors) ranges from 9.58% p.a to 9.99% p.a and for Category III (High Net-worth Individual Investors) and Category IV (Retail Individual Investors) holders ranges from 9.98% p.a to 10.50% p.a. Interest payment modes for the NCDs are Annually, Monthly or Cumulative as per the series selected by the investors. Amount on maturity for the NCD holders in Category I (Institutional Investors) & Category II (Non-Institutional Investors) ranges from ₹ 1,000 to ₹ 1,322.30 per NCD and for Category III (High Net-worth Individual Investors) and Category IV (Retail Individual Investors) ranges from ₹ 1,000 to ₹ 1,340.45 per NCD. The Tranche II Issue option for staggered redemption by face value through annual payments under 36 months (Series IV and Series V) and 60 months (Series VII and Series VIII).

The Company is also offering an additional incentive of 0.25% to the Category III and Category IV Investors in the proposed Tranche II Issue who are also holders of NCD(s)/bond(s) previously issued by Company, and/or its holding company as the case may be, and/or are equity shareholder(s) of Indiabulls Housing Finance Limited as the case may be (“Primary Holder(s)”) on the Deemed Date of Allotment and applying in Series I, Series II, Series IV, Series V, Series VII and/or Series VIII, provided the NCDs issued under this Tranche II Issue are held by the investors on the relevant Record Date applicable for payment of respective coupons, in respect of Series I, Series II, Series IV, Series V, Series VII and/or Series VIII.

The Lead Managers to the Issue are Edelweiss Financial Services Limited, Elara Capital (India) Private Limited, and Trust Investment Advisors Private Limited. Beacon Trusteeship Limited is the Debenture Trustee to the Issue and KFin Technologies Limited is the Registrar to the Tranche II Issue.

At least 75% of the net proceeds of the Tranche II Issue, after meeting the expenditures of and related to the Tranche II Issue, shall be utilised for the purpose of onward lending, financing, and for repayment of interest and principal of existing borrowings of the Company and the remaining 25% for general corporate purposes.

For the nine months ended December 31, 2022, ICCL reported a PAT of ₹301.44 crore on a total income of ₹1,426.58 crore.

The terms of each series of NCDs offered under the Tranche II Issue are set out below:

Series

I

II

III

IV*

V

VI

VII

VIII

Frequency of Interest Payment

Annual

Monthly

Cumulative

Annual

Monthly

Cumulative

Annual

Monthly

Minimum Application

₹ 10,000 (10 NCDs) across all Series

Face Value/ Issue Price of NCDs (₹/ NCD)

₹ 1,000

In Multiples of thereafter (₹)

₹ 1,000 (1 NCD)

Type of Instrument

Secured NCDs

Tenor

24 Months

24 Months

24 Months

36 Months

36 Months

36 Months

60 Months

60 Months

Coupon (% per annum) for NCD Holders in Category I & II

9.60%

9.20%

NA

9.75%

9.35%

NA

10.00%

9.57%

Coupon (% per annum) for NCD Holders in Category III & IV

10.00%

9.57%

NA

10.25%

9.80%

NA

10.50%

10.03%

Effective Yield (per annum) for NCD Holders in Category I & II

9.59%

9.58%

9.60%

9.74%

9.75%

9.75%

9.99%

9.99%

Effective Yield (per annum) for NCD Holders in Category III & IV

9.98%

9.99%

10.00%

10.23%

10.24%

10.25%

10.49%

10.50%

Mode of Interest Payment

Through various modes available

Redemption Amount (₹ / NCD) on Maturity for NCD Holders in Category I & II

₹ 1,000

₹ 1,000

₹ 1,201.55

Staggered Redemption in Three (3) annual payments of ₹ 333 for year 1, ₹ 333 for year 2 and ₹ 334 for year 3 starting from 1st Anniversary** until Maturity

Staggered Redemption in Three (3) annual payments of ₹ 333 for year 1, ₹ 333 for year 2 and ₹ 334 for year 3 starting from 1st Anniversary** until Maturity

₹ 1,322.30

Staggered Redemption in Five (5) annual payments of ₹200 each, starting from 1st Anniversary** until Maturity

Staggered Redemption in Five (5) annual payments of ₹200 each, starting from 1st Anniversary** until Maturity

Redemption Amount (₹ / NCD) on Maturity for NCD Holders in Category III & IV

₹ 1,000

₹ 1,000

₹ 1,210.35

Staggered Redemption in Three (3) annual payments of ₹ 333 for year 1, ₹ 333 for year 2 and ₹ 334 for year 3 starting from 1st Anniversary** until Maturity

Staggered Redemption in Three (3) annual payments of ₹ 333 for year 1, ₹ 333 for year 2 and ₹ 334 for year 3 starting from 1st Anniversary** until Maturity

₹ 1,340.45

Staggered Redemption in Five (5) annual payments of ₹200 each, starting from 1st Anniversary** until Maturity

Staggered Redemption in Five (5) annual payments of ₹200 each, starting from 1st Anniversary** until Maturity

Maturity (from the Deemed Date of Allotment)

24 Months

24 Months

24 Months

36 Months

36 Months

36 Months

60 Months

60 Months

Redemption Date / Redemption Schedule

24 Months

24 Months

24 Months

Staggered Redemption by Face Value as per “Principal Redemption Schedule and Redemption Amounts” on page 243 of the Tranche II Prospectus

Staggered Redemption by Face Value as per “Principal Redemption Schedule and Redemption Amounts” on page 243 of the Tranche II Prospectus

36 Months

Staggered Redemption by Face Value as per “Principal Redemption Schedule and Redemption Amounts” on page 243 of the Tranche II Prospectus

Staggered Redemption by Face Value as per “Principal Redemption Schedule and Redemption Amounts” on page 243 of the Tranche II Prospectus

Put and Call Option

Not Applicable

* Company shall allocate and allot Series IV NCDs wherein the Applicants have not indicated the choice of the relevant NCD Series.

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