(a) The Issuer shall, commencing from the Effective Date until the Final Settlement Date:

(i) maintain a Capital Adequacy Ratio of not less than 18% (eighteen percent) or such other higher threshold as may be prescribed by the RBI from time to time;

For the purposes of calculation/determination of the Capital Adequacy Ratio:

(A) the first loss credit enhancement(s) provided by the Issuer in respect of any securitisation transactions shall be reduced from the Tier 1 Capital and the Tier 2 Capital without any ceiling, and

(B) the credit enhancement(s) provided by the Issuer in respect of Client Loans originated by it on behalf of other financial institutions shall be reduced from the Tier 1 Capital and the Tier 2 Capital without any ceiling.

The deduction shall be made at 50% (fifty per cent) from Tier 1 Capital and 50% (fifty per cent) from Tier 2 Capital.

It is further clarified that in determining the amount of subordinated debt that is eligible for inclusion in Tier 2 Capital of the Issuer, the subordinated debt shall be subject to the discounting as prescribed in the in the NBFC Directions;

(ii) ensure that the Financial Indebtedness of the Issuer shall not more than 5 (five) times the Tangible Net Worth of the Issuer;

(iii) maintain a ratio of A:B of not more than 5% (five percent), where A is the aggregate of the Issuer's PAR>90 and write-offs (on the entire portfolio of the Issuer including receivables sold or discounted on non-recourse basis) for the trailing 12 (twelve) months, and B is the Gross Loan Portfolio of the Issuer, multiplied by 100, and followed by the "%" symbol;

(iv) maintain a ratio of A:B of less than 10% (ten percent), where A is the Issuer's PAR>90 net of Loan Loss Provisions (on the entire portfolio of the Issuer including receivables sold or discounted on non-recourse basis), and B is the Tangible Net Worth of the Issuer, multiplied by 100, and followed by the "%" symbol; and

(v) comply with such other financial covenants as may be agreed between the Issuer and the Debenture Holders from time to time.

(b) The financial covenants set out in this section may be tested, at any time until the Final Settlement Date, on the basis of the standalone and consolidated financial statements of the Issuer. The financial covenants set out in this section shall be certified within the time periods prescribed under and in accordance with the transaction documents.

(c) The Issuer shall provide the Debenture Trustee access to all such additional information that it may deem necessary for the purposes of monitoring and evaluating the compliance of the Issuer with the financial covenants set out in this section.

The financial covenants for NCD INE06WU07072 are as follows:

1. The capital adequacy ratio (as defined in extant NBFC regulations as set by RBI) shall be above 22.50%. FLDG given by the Company under contract (if any) shall be deducted
from the capital for CRAR calculations.
2. Total Debt to Tangible Net worth shall not exceed 5.00 (five point zero) times.
3. Maximum permissible ratio of sum of PAR>90 to Gross Loan Portfolio shall be 4.00% .
4. Maximum permissible ratio of sum of PAR>90 and write-off (net of recovery) (on the
Company’s entire portfolio including receivables sold or discounted on non-recourse
basis) to Gross Loan Portfolio shall be 6.00%. Write-offs will be considered for trailing 12 months.
5. Maximum permissible PAR>90 net of provisions to Tangible Net Worth of the Company shall be 7.50% (Seven point five Percent).
6. Minimum permissible ratio of Tangible Net Worth to AUM of the Company shall be 20%. (Twenty Percent).
7. Cumulative mismatches in Asset and Liability Mismatch (ALM) should be positive for all buckets. Undrawn sanction will be excluded for the purpose of the calculation.
8. Ensure that the profit after tax (as determined in accordance with Applicable
Accounting Standards) is not negative for any financial quarter.
9. The Company will maintain minimum liquidity (unencumbered cash and cash
equivalent) to cover at least one month of its debts repayment obligation

‘Portfolio at Risk greater than 90 days or PAR > 90’ shall mean, in respect of the Company’s Gross Loan Portfolio, at any time, the outstanding principal amounts of the Client Loans that have one or more instalments of principal, interest, penalty, fee or any other payments overdue for 90 (ninety) days or more and includes restructured loans.

Tangible Net Worth means, with respect to any person, the amount paid up on such person's issued equity share capital, compulsorily convertible instruments and any amount standing to the credit of its reserves, less equity or equity-like investments, goodwill, deferred tax assets and other intangible assets.

Gross Loan Portfolio means and includes the outstanding principal amounts of the loans originated by the Company on its own books, securitized portfolio as well as loans originated on behalf of other entities by entering into partnership agreements but not included on the Company’s own book.

All covenants would be tested on a quarterly basis for the Company i.e., as on 31st March, 30th June, 30th September and 31st December every year starting from 31st March 2026 on a standalone balance sheet till the final repayment.