Material Documents

1. Offer Agreement dated February 2, 2024 entered into among our Company, the Selling Shareholders and the BRLMs.
2. Registrar Agreement dated February 2, 2024 entered into among our Company, the Selling Shareholders and the Registrar to the Offer, read with the withdrawal letter dated July 26, 2024 received from Augusta Investments II Pte. Ltd and the withdrawal letter received from 360 ONE Special Opportunities Fund – Series 2, 360 ONE Special Opportunities Fund – Series 3, 360 ONE Special Opportunities Fund – Series 4, 360 ONE Special Opportunities Fund – Series 5, 360 ONE Special Opportunities Fund – Series 6, and 360 ONE Special Opportunities Fund – Series 7 (formerly known as IIFL Special Opportunities Fund – Series 2, IIFL Special Opportunities Fund – Series 3, IIFL Special Opportunities Fund – Series 4, IIFL Special Opportunities Fund – Series 5, IIFL Special Opportunities Fund – Series 6 and IIFL Special Opportunities Fund – Series 7, respectively) dated August 12, 2024.
3. Cash Escrow and Sponsor Bank Agreement dated September 9, 2024 entered into among our Company, the Selling Shareholders, the BRLMs, the Bankers to the Offer and the Registrar to the Offer.
4. Syndicate Agreement dated September 9, 2024 entered into among our Company, the Selling Shareholders, the BRLMs, the Syndicate Members and the Registrar to the Offer.
5. Share Escrow Agreement dated August 19, 2024 entered into among our Company, the Selling Shareholders and the Share Escrow Agent.
6. Monitoring Agency Agreement dated August 22, 2024 entered into between our Company and the Monitoring Agency.
1. Certified copies of the Memorandum of Association and Articles of Association of our Company, each as amended from time to time.
2. Certificate of incorporation dated March 9, 1989 issued to our Company by the RoC, in the name of Highland Leasing & Financing Private Limited.
3. Fresh certificate of incorporation dated June 19, 2009 consequent upon change of name issued to our Company by the RoC from Highland Leasing & Financing Private Limited to IFMR Capital Finance Private Limited.
4. Fresh certificate of incorporation dated December 12, 2017 consequent upon conversion into a public limited company issued to our Company by the RoC from IFMR Capital Finance Private Limited to IFMR Capital Finance Limited.
5. Fresh certificate of incorporation dated February 20, 2018 consequent upon change of name issued to our Company by the RoC from IFMR Capital Finance Limited to Northern Arc Capital Limited.
6. Certificate of registration as an NBFC (not accepting public deposits) dated June 24, 1999 issued to our Company under its previous name, Highland Leasing & Finance Private Limited, by the RBI.
7. Fresh certificate of registration as an NBFC (not accepting public deposits) dated August 8, 2013 consequent upon change of name to IFMR Capital Private Limited issued to our Company issued by the RBI.
8. Fresh certificate of registration as an NBFC (not accepting public deposits) dated March 8, 2018 consequent upon change of name to Northern Arc Capital Limited issued to our Company issued by the RBI.
9. Resolution of our Board dated January 3, 2024 authorizing the Offer and other related matters.
10. Resolution of our Shareholders dated January 18, 2024 authorizing the Offer and other related matters.
11. Resolution of our Board dated February 2, 2024 approving the Draft Red Herring Prospectus.
12. Resolution of our Board dated September 9, 2024 approving this Red Herring Prospectus.
13. Consent letters and resolutions passed by the respective boards of directors of the Selling Shareholders for participation in the Offer for Sale, as detailed in “The Offer” beginning on page 99.
14. Subscription agreement dated February 2, 2024 entered into between our Company and the International Finance Corporation read with first amendment to the subscription agreement dated April 18, 2024.
15. Amended and restated shareholders agreement dated February 2, 2024 by and among our Company, Dvara Trust, Accion, LeapFrog, Eight Roads, the 360 ONE Funds, Augusta, SMBC and IFC read with the first amendment agreement dated April 18, 2024.
16. Amendment and Termination Agreement dated February 2, 2024 entered into by and among our Company, Dvara Trust, Accion, LeapFrog, Eight Roads, the 360 ONE Funds, Augusta, SMBC and IFC.
17. Share subscription agreement dated September 24, 2021 (read with amendment agreement to the share subscription agreement dated November 19, 2021, second amendment agreement to the share subscription agreement dated March 2, 2022 and third amendment to the share subscription agreement dated November 24, 2023) among Finreach, Dvara Holdings (formerly known as Dvara Holdings Private Limited and as Dvara Trusteeship Services Private Limited), our Company, Caspian SME Impact Fund IV, Omidyar Network Fund Inc. and Ms. Suvalaxmi Chakraborty.
18. Framework agreement dated September 24, 2021 (read with the first amendment agreement to the framework agreement dated March 2, 2022, second amendment agreement to the Framework Agreement dated November 24, 2023 and read with the letter agreement dated March 29, 2023) among Finreach, Dvara Holdings (formerly known as Dvara Holdings Private Limited and as Dvara Trusteeship Services Private Limited), our Company, Michael & Susan Dell Foundation, Caspian SME Impact Fund IV, Omidyar Network Fund Inc. and Ms. Suvalaxmi Chakraborty.
19. Policy agreement dated February 2, 2024 between our Company and IFC.
20. Policy agreement dated February 2, 2024 between our Company and SMBC.
21. Commitment letter dated January 31, 2024 received from Augusta Investments II Pte. Ltd and the binding commitment letter dated April 12, 2024 received from Varun Jaipuria and RJ Corp Limited.
22. ESG Framework Letter dated July 10, 2021 between our Company and LeapFrog.
23. Scheme of arrangement (demerger) and amalgamation under Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 between our Company, IFMR Holdings Private Limited and Dvara Investments Private Limited.
24. Valuation report issued by Jagadeesh Keerthy and Sarayu, Chartered Accountants, for the scheme of arrangement (demerger) and amalgamation under Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 between our Company, IFMR Holdings Private Limited and Dvara Investments Private Limited.
25. Business transfer agreement dated February 21, 2022 entered into between our Company and S.M.I.L.E. Microfinance Limited.
26. Resolutions of our Board and Shareholders, dated February 14, 2022 and March 26, 2022 respectively for appointment of our Managing Director and Chief Executive Officer, compensation letters each dated May 30, 2022, June 8, 2023 and June 12, 2024 and the grant letter dated January 29, 2024
27. Copies of the annual reports of our Company as of and for the Financial Years 2023, 2022 and 2021.
28. Report titled “Analysis of NBFC sector and select asset classes” dated June, 2024 issued by CRISIL Limited and consent dated July 16, 2024 issued by CRISIL Limited with respect to the report.
29. Consents of our Directors, the BRLMs, the Legal Advisors to our Company as to Indian Law, the Registrar to the Offer, the Bankers to our Company, the Company Secretary and Compliance Officer and the Bankers to the Offer in their respective capacities.
30. Written consent dated September 9, 2024 from S. R. Batliboi & Associates LLP, Chartered Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report, dated August 6, 2024 on the Restated Consolidated Summary Statements; and (ii) their report dated August 13, 2024 on the statement of special tax benefits in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
31. Consent dated August 14, 2024 from M/s Kumbhat & Co, independent chartered accountant to include their name in this Red Herring Prospectus and be named as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of their certificates in connection with the Offer.
32. The examination report dated August 6, 2024 of the Statutory Auditors on the Restated Consolidated Summary Statements.
33. The report dated August 13, 2024 of the Statutory Auditors, on the statement of special tax benefits available to our Company and its Shareholders.
34. Certificate relating to key performance indicators dated September 9, 2024 issued by M/s Kumbhat & Co, independent chartered accountant.
35. Certificate on weighted average price and cost of acquisition dated September 9, 2024 issued by M/s Kumbhat & Co, independent chartered accountant.
36. Certificate on basis for Offer Price dated September 9, 2024 issued by M/s Kumbhat & Co, independent chartered accountant.
37. Certificate on financial indebtedness dated September 9, 2024 issued by M/s Kumbhat & Co, independent chartered accountant.
38. Tripartite agreement dated October 22, 2016 among our Company, NSDL and the Registrar to the Offer.
39. Tripartite agreement dated December 4, 2018 among our Company, CDSL and the Registrar to the Offer.
40. Due diligence certificate dated February 2, 2024 addressed to the SEBI from the BRLMs.
41. In-principle listing approvals each dated June 19, 2024 issued by the BSE and the NSE.
42. SEBI observation letter bearing number SEBI/CFD/RAC-DIL1/2024/22754 dated July 10, 2024 addressed to the BRLMs from the SEBI.