- All
- Important
- Financial Update
- Fund Raise
- Board Meeting
- Dividend/Bonus
- JV/Acquisition
- Investor Meet
- Insider Trade
- Pledging
- Others
Loading...
----------------Page (0) Break----------------
Letter of Offer
July 12, 2025
For Eligible Equity Shareholders only
JMJ FINTECH LIMITED
Our Company was originally formed as public limited in the name and style of “Meenakshi Enterprises Limited” under the provisions of companies act, 1956 pursuant
to certificate of incorporation issued by Registrar of Companies, Tamil Nadu on 27th November, 1982. Thereafter, our Company was granted the certificate of
commencement of business dated December 17, 1982. Subsequently, our company amended the object clause in its Memorandum of Association to diversify into
leasing machinery, equipment, and travel agency services. Thereafter our company has obtained Non-deposit taking NBFC certificate, issued by RBI on 09th March,
1998. Subsequently pursuant to a Special Resolution passed by way of postal ballot dated July 16, 2022, the name of our company was changed to ‘JMJ Fintech
Limited’ vide fresh certificate of incorporation consequent upon change of name dated August 10, 2022 issued by the Registrar of Companies, Tamil Nadu. Thereafter
our company has changed its Registered Office from Chennai to Coimbatore, Tamil Nadu vide ROC, Coimbatore order dated August 23, 2023. The equity shares of
our company were got listed on BSE Limited on December 17, 2014 bearing CIN - L51102TZ1982PLC029253, scrip code - 538834 and ISIN - INE242Q01016. For
details of our Company, please see the chapter titled “General Information” beginning on page 49.
Registered Office: Shop No. 3, 1st Floor, Adhi Vinayaga Complex, No. 3, Bus Stand, Gopalsamy Temple Street, Ganapaty, Coimbatore, Ganapathy, Coimbatore,
Coimbatore North, Tamil Nadu, India, 641006
Telephone: 7395922291; Email: investor@jmjfintechltd.com
Contact Person: Mrs. Vidya Damodaran, Company Secretary and Compliance Officer; Email: investor@jmjfintechltd.com Website: www.jmjfintechltd.com
Corporate Identification Number: L51102TZ1982PLC029253
OUR PROMOTER: JOHNY M L
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF JMJ FINTECH LIMITED
(THE “COMPANY” OR THE “ISSUER”) ONLY
ISSUE OF UP TO 2,56,00,000 PARTLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹10/- EACH (“RIGHTS EQUITY SHARES”) OF OUR
COMPANY FOR CASH AT A PRICE OF ₹ 10.50/- EACH INCLUDING A SHARE PREMIUM OF ₹ 0.50/- PER RIGHTS EQUITY SHARE (THE
“ISSUE PRICE”) AGGREGATING TO AN AMOUNT UPTO ₹ 2688.00 LAKHS ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY
SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF TWO RIGHTS EQUITY SHARES FOR EVERY ONE FULLY PAID UP EQUITY
SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON JULY 11, 2025 (THE “ISSUE”). THE
ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 1.05 TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS,
PLEASE SEE THE CHAPTER TITLED “TERMS OF THE ISSUE” BEGINNING ON PAGE 127 OF THIS LETTER OF OFFER.
*Assuming full subscription and receipt of all Call Monies with respect to Right Equity Shares.
PAYMENT SCHEDULE FOR THE RIGHTS EQUITY SHARES
AMOUNT PAYABLE PER RIGHT EQUITY* FACE VALUE (₹) PREMIUM (₹) TOTAL
On Application 3.00 0.15 3.15
On One or more subsequent Call(s) as determined by our Board at its sole discretion, from time to time 7.00 0.35 7.35
Total 10.00 0.50 10.50
* For further details on Payment Schedule, see “Terms of the Issue” on page 127.
WILFUL DEFAULTERS OR FRAUDULENT BORROWER
NEITHER OUR COMPANY NOR OUR PROMOTERS OR ANY OF OUR DIRECTORS ARE CATEGORISED AS A WILFUL DEFAULTER
OR FRAUDULENT BORROWER BY RBI OR ANY OTHER GOVERNMENTAL AUTHORITY
GENERAL RISKS
Investments 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 with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment
decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The Rights Equity Shares in the Issue 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 the Investors is invited to statement of “Risk Factors” given on page 20 of this Letter of Offer.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regards to the
Company and the Issue, which is material in the context of this Issue, and that the information contained in this 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 makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material
respect.
LISTING
The existing Equity Shares of our Company are listed on BSE Limited (“BSE”/“Stock Exchange”). Our Company has received an in-principle approval letter
dated April 30, 2025 from BSE bearing reference number LOD/RIGHT/AM/124/2025-26. Our Company will also make an application to the Stock Exchange
to obtain the trading approval for the Rights Entitlements as required under the SEBI circular bearing reference number - SEBI/HO/CFD/PoD-1/P/CIR/2024/0154
dated November 11, 2024. For the purpose of this Issue, the Designated Stock Exchange is BSE.
REGISTRAR TO THE ISSUE
M/s. Purva Sharegistry (India) Private Limited
Shakthi Industrial Estate, Ground Floor, J.R. Boricha Marg, Opp. Kasthurba Hospital, Lower Parel, Mumbai-400011.
Tel: +91 022 49614132,
Email: newissue@purvashare.com, Website: www.purvashare.com
Investor Grievance Email: newissue@purvashare.com Contact Person: Ms. Deepali Dhuri,
SEBI Registration Number: INR000001112, CIN: U67120MH1993PTC074079
ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR ON MARKET RENUNCIATION* ISSUE CLOSES ON#
Friday, July 18, 2025 Tuesday, August 12, 2025 Saturday, August 16, 2025
*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.
#Our Board or the Rights Issue Committee 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 (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by
any Applicant after the Issue Closing Date.
----------------Page (1) Break----------------
This page is intentionally left blank
----------------Page (2) Break----------------
TABLE OF CONTENTS
SECTION I – GENERAL .............................................................................................................................................................................. 1
DEFINITIONS AND ABBREVIATIONS ....................................................................................................................................................... 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND CURRENCY OF PRESENTATION
...................................................................................................................................................................................................................................... 13
FORWARD LOOKING STATEMENTS ....................................................................................................................................................... 15
SECTION II – SUMMARY OF LETTER OF OFFER ............................................................................................................................. 17
SECTION III - RISK FACTORS ................................................................................................................................................................ 20
SECTION IV – INTRODUCTION .............................................................................................................................................................. 47
THE ISSUE .................................................................................................................................................................................................... 47
GENERAL INFORMATION ......................................................................................................................................................................... 49
CAPITAL STRUCTURE ............................................................................................................................................................................... 53
OBJECTS OF THE ISSUE ............................................................................................................................................................................. 56
STATEMENT OF SPECIAL TAX BENEFITS .............................................................................................................................................. 60
SECTION V – ABOUT OUR COMPANY ................................................................................................................................................. 67
INDUSTRY OVERVIEW .............................................................................................................................................................................. 67
OUR BUSINESS ............................................................................................................................................................................................ 81
OUR MANAGEMENT AND ORGANISATION STRUCTURE.................................................................................................................... 95
SECTION VI – FINANCIAL INFORMATION ........................................................................................................................................ 103
FINANCIAL STATEMENTS ........................................................................................................................................................................ 103
ACCOUNTING RATIOS .............................................................................................................................................................................. 104
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS...................................................................................................................................................106
MATERIAL DEVELOPMENTS ................................................................................................................................................................... 113
MARKET PRICE INFORMATION .............................................................................................................................................................. 114
SECTION VII – LEGAL AND OTHER INFORMATION....................................................................................................................... 116
OUTSTANDING LITIGATIONS AND OTHER DEFAULTS ...................................................................................................................... 116
GOVERNMENT AND OTHER STATUTORY APPROVALS ..................................................................................................................... 119
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................................................... 120
SECTION VIII – ISSUE RELATED INFORMATION ..........................................................................................................................127
TERMS OF THE ISSUE ..............................................................................................................................................................................127
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ...............................................................................................155
SECTION IX – OTHER INFORMATION ..............................................................................................................................................157
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .......................................................................................................157
DECLARATION .........................................................................................................................................................................................159
----------------Page (3) Break----------------
1
SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider when
reading the information contained herein. The following list of certain capitalized terms used in this Letter of
Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.
Unless the context otherwise requires, the terms defined and abbreviations expanded below shall have the same
meaning as stated in this chapter. References to statutes, rules, regulations, guidelines and policies will be deemed
to include all amendments, modifications or re-enactment notified thereto. In this Letter of Offer, unless otherwise
indicated or the context otherwise requires, all references to ‘the/our Company’, ‘we’, ‘our’, ‘us’ or similar terms
are to JMJ Fintech Limited as the context requires, and references to ‘you’ are to the Eligible Equity Shareholders
in this Rights Issue of Equity Shares.
The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms
under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act and the rules and
regulations made thereunder. Notwithstanding the foregoing, terms used in the chapters titled “Statement of
Special Tax Benefits” “Financial Information”, “Outstanding Litigations and Other Defaults” and “Terms of
the Issue” on pages 60, 103, 116 and 127 respectively, shall have the meaning assigned to the terms in
the respective chapters.
General Terms
Terms Description
“JMJ Fintech Limited” or
“the Company” or “our
Company” or “the Issuer” or
“JFL”
JMJ Fintech Limited, a public limited company incorporated under the
provisions of the Companies Act, 1956 and having its Registered Office at Shop
No. 3, 1st Floor, Adhi Vinayaga Complex, No. 3, Bus Stand, Gopalsamy
Temple Street, Ganapaty, Coimbatore, Ganapathy, Coimbatore, Coimbatore
North, Tamil Nadu, India, 641006
“We” or “Us” or “Our” Unless the context otherwise indicates or implies or unless otherwise
specified, our Company together with our Subsidiary.
Company Related Terms
Terms Description
Articles / Articles of
Association/ AoA
The Articles of Association of our Company as amended from time to time.
Audited Financial Statements The audited financial statements of our Company for the financial year ended
March 31, 2025 which comprises of the balance sheet as at March 31, 2025,
the statement of profit and loss including other comprehensive income, the
cash flow statement, the statement of changes in equity for the year ended
March 31, 2025, and notes to the financial statements, including a summary
of significant accounting policies and other explanatory information. For
details, see “Financial Information” on page 103 of this Letter of Offer.
Audit Committee The committee of our Board of Directors duly constituted as the Audit
Committee in accordance with Regulation 18 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended and Section 177 of the Companies Act, 2013.
Auditors / Statutory Auditors The Statutory Auditors of our Company being M/s Vinay Kumar Jain,
Chartered Accountants having their office at 803, Airen Heights, PU-3, Opp.
Malhar Mega Mall, A. B. Road, Indore-452 010.
Board / Board of Directors/ The Board of Directors of our Company or a duly constituted committee
thereof, as the context may refer to.
Director(s) Any or all the director(s) of our Board, as may be appointed from time to time.
Equity Shares / Shares Equity Shares of face value ₹10/- each of our Company.
----------------Page (4) Break----------------
2
Terms Description
Key Managerial Personnel(s)
/ KMP(s)
Key Managerial Personnel(s) of our Company in terms of the Companies Act,
2013 and the SEBI ICDR Regulations being Mr. Johny Madathumpady
Lonappan, Executive Chairman, Mr. Joju Madathumpady Johny, Managing
Director and Mrs. Vidya Damodaran, Company Secretary and Compliance
Officer and Mr. Justin Thomas O, Chief Financial Officer collectively referred
as Key Managerial Personnel(s) of the Company.
Memorandum of Association The Memorandum of Association of our Company, as amended from time to
time.
Promoter Johny M L
(The Company has received death certificate from the legal heir of Late Mr. Disola Jose Koodaly
on February 7, 2025)
Promoter Group Joju Madathumpady Johny and Shiny Joju 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.
Registered Office Registered office of our Company situated at Shop No. 3, 1st Floor, Adhi
Vinayaga Complex, No. 3, Bus Stand, Gopalsamy Temple Street, Ganapaty,
Coimbatore, Ganapathy, Coimbatore, Coimbatore North, Tamil Nadu, India,
641006.
Registrar of
Companies / ROC
Registrar of Companies, Coimbatore, located at No.7, AGT Business Park, I
Floor, Phase II, Avinashi Road, Civil Aerodrome Post, Coimbatore- 641014,
Tamil Nadu.
Right Issue Committee The committee of our Board constituted for purposes of the Issue and
incidental matters thereof.
Senior Management
Personnel
Senior management personnel of our Company determined in accordance with
Regulation 2(1) (bbbb) of the SEBI ICDR Regulations and as described in
"Our Management and Organization Structure" beginning on page 95 of this
Letter of Offer.
Stakeholders’ Relationship
Committee
The stakeholders' relationship committee of our Board as described in "Our
Management and Organization Structure" beginning on page 95 of this Letter
of Offer.
Unaudited Financial
Results
The unaudited financial results of our Company for the Nine months period
ended December 31, 2024 prepared in accordance with the Companies Act and
SEBI Listing Regulations, including the notes thereto. For details, see
"Financial Information" on page 103 of this Letter of Offer.
Issue Related Terms
Term Description
Abridged Letter of Draft Offer /
DALOF
The Abridged Letter of Offer to be sent to the Eligible Equity Shareholders as
on the Record Date with respect to the Issue in accordance with the provisions
of the SEBI ICDR Regulations and the Companies Act.
Additional Rights Equity
Shares / Additional Equity
Shares
The Rights Equity Shares applied or allotted under this Issue in addition to
the Rights Entitlement.
Allotment / Allot / Allotted
/Allotment of Rights Equity
Shares
The Allotment of Rights Equity Shares pursuant to the Issue.
Allotment Account(s) The account opened with the Banker(s) to the Issue, into which amounts
blocked by 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.
Allotment Account Bank Bank(s) which are clearing members and registered with SEBI as bankers to an
issue and with whom the Allotment Account(s) will be opened, in this case being
Kotak Mahindra Bank Limited. .
----------------Page (5) Break----------------
3
Term Description
Allotment Advice The note or advice or intimation of Allotment sent to the Investors, who have
been or are to be allotted the Rights Equity Shares after the basis of allotment
has been approved by the BSE.
Allotment Date The date on which Allotment is made pursuant to the Issue.
Allottee(s) Persons to whom Rights Equity Shares of our Company are Allotted pursuant to
this Issue.
Applicant(s) / Investor(s) Eligible Equity Shareholder(s) and / or Renouncee(s) who are entitled to make
an application for the Rights Equity Shares issued pursuant to the Issue in
terms of this Letter of Offer.
Application Application made through submission of the Application Form or plain paper
Application to the Designated Branch(es) 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 Rights 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 Investor to make an application for the Allotment of the Rights
Equity Shares in the Issue.
Applicant(s) / Investor(s) Eligible Equity Shareholder(s) and/or Renouncee(s) who make an application
for the Rights Equity Shares pursuant to the Issue in terms of this Letter of
Offer and the Letter of Offer, including an ASBA Applicant.
Application Money Aggregate amount payable in respect of the Rights Equity Shares applied for in
the Issue at the Issue Price.
Application Supported by
Blocked Amount / ASBA
The application (whether physical or electronic) used by an ASBA Investor
to make an application authorizing the SCSB to block the Application Money
in an ASBA account maintained with SCSB.
ASBA Account An account maintained with an SCSB and specified in the Application Form
or plain paper application, as the case may be by the Applicant for blocking
the amount mentioned in the Application Form or in the plain paper
application.
ASBA Applicants / ASBA
Investors
Applicants / Investors who make Application in this Issue using the ASBA
Process.
ASBA Circulars Collectively, the SEBI circular bearing reference number
SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, the SEBI
circular bearing reference number CIR/CFD/DIL/1/2011 dated April 29, 2011
and the SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020,
SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022 and any other
circular issued by SEBI in this regard and any subsequent circulars or
notifications issued by SEBI in this regard.
Banker to our Company Kotak Mahindra Bank Limited.
Bankers to the Issue / Escrow
Collection Bank
Collectively, the Escrow Collection Bank and the Refund Bank to the Issue, in
this case being Kotak Mahindra Bank Limited.
Banker to the Issue Agreement Agreement dated Kotak Mahindra Bank Limited entered into by and amongst
our Company, the Registrar to the Issue and the Banker to the Issue for receipt
of the Application Money.
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 127 of this Letter of Offer.
Controlling Branches /
Controlling Branches
of the SCSBs
Such branches of the SCSBs which coordinate with the Registrar to the Issue
and the Stock Exchange, a list of which is available on
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
and/or such other website(s) as may be prescribed by the SEBI from time to
time.
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
----------------Page (6) Break----------------
4
applicable
Designated Branches Such branches of the SCSBs which shall collect the Application Form
submitted by ASBA Bidders, a list of which is available on the website of
SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=ye
s&intmId=35 , updated from time to time, or at such other website as may be
prescribed by SEBI from time to time.
Designated Stock Exchange BSE Limited
Depository A depository registered with SEBI under the SEBI (Depository and
Participant) Regulations, 2018, as amended from time to time, read with the
Depositories Act, 1996.
Letter of Offer / DLOF This Letter of Offer filed with the Stock Exchange.
Equity Shareholder(s) /
Shareholder(s)
The holders of Equity Shares of our Company.
Eligible Equity Shareholders /
Eligible Shareholders/
Equity Shareholders as on the Record Date i.e., Friday, July 11, 2025. Please
note that the investors eligible to participate in the Issue exclude certain
overseas shareholders, including any shareholder located in the United States.
For further details, see “Notice to Investors” on page 11 of this L e t t e r
o f O f f e r.
Entitlement Letter/ Rights
Entitlement Letter
A letter to be dispatched by the Registrar to all Eligible Equity Shareholders as
on the Record Date which will contain details of their Rights Entitlements based
on their shareholdings as on the Record Date i.e., Friday, July 11, 2025 . The
Rights Entitlements are also accessible on the website of our Company and
Registrar.
Call(s) The notice to be issued by our Company to the holders of the Rights Equity
Shares as on the Call Record Date for making a payment of the Call Monies.
General Corporate Purposes General corporate purposes shall have the meaning as determined in
Regulation 2(1)(r) of the SEBI ICDR Regulations.
Issue / the Issue / this Issue /
Rights Issue
Issue of up to 2,56,00,000 Rights Equity Shares for cash at a price of ₹10.50/-
per Rights Equity Share (including a share premium of ₹ 0.50/- per Rights
Equity Share) aggregating to ₹ 2688.00 Lakhs * on a rights basis to the
Eligible Equity Shareholders of our Company in the ratio of Two Rights
Equity Share for every One fully paid-up Equity Shares held by the Eligible
Equity Shareholders on the Record Date i.e. Friday, July 11, 2025.The issue
price for the rights equity shares is 1.05 Times the face value of the equity
shares
*Assuming full subscription and receipt of all Call Monies with respect to
Rights Equity Shares.
Issue Closing Date Saturday, August 16, 2025.
Issue Material Letter of Offer, the Abridged Letter of Offer, the Application Form, the
Rights Entitlement Letter and any other material relating to the Issue.
Issue Opening Date Friday, July 18, 2025
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 Issue of up to 2,56,00,000 Rights Equity Shares for cash at a price of ₹ 10.50 /-
per Rights Equity Share (including a share premium of ₹ 0.50/- per Rights
Equity Share) aggregating up to ₹2688.00 lakhs* on a rights basis to the
Eligible Equity Shareholders of our Company in the ratio of Two Rights Equity
Share for every One fully paid-up Equity Shares held by the Eligible Equity
Shareholders on the Record Date i.e. Friday, July 11, 2025.
On Application, Investors will have to pay ₹3.15/- per Rights Equity Share
which constitutes 30% of the Issue Price and the balance ₹7.35/- per Rights
Equity Share which constitutes 70% of the Issue Price, must be paid, on one or
more subsequent Call(s) as determined by our Board / Rights Issue Committee
----------------Page (7) Break----------------
5
at its sole discretion, from time to time.
*Assuming full subscription and receipt of all Call Monies with respect to
Rights Equity Shares.
Issue Proceeds The gross proceeds raised through the Issue.
Issue Size The amount aggregating up to ₹ 2688.00 Lakhs*.
*Assuming full subscription and receipt of all Call Monies with respect to
Rights Equity Shares.
Letter of Offer / LOF The final Letter of Offer to be filed with the Stock Exchange.
Listing Agreement Uniform listing agreement entered into between our Company and the Stock
Exchange (BSE Limited).
Multiple Application Forms Multiple application forms submitted by an Eligible Equity Shareholder /
Renouncee in respect of the Rights Entitlement available in their demat
account. However supplementary applications in relation to further Equity
Shares with / without using additional Rights Entitlements will not be treated as
multiple application.
Net Proceeds The Issue Proceeds less the Issue related expenses. For further details, please
see to the chapter titled “Objects of the Issue” beginning on page 56.
Net Worth Net worth as defined under Section 2(57) of the Companies Act.
Non-Institutional Bidders /
NIIs
An Investor other than a Retail Individual Investor or Qualified Institutional
Buyer as defined under Regulation 2(1)(jj) of the SEBI ICDR Regulations.
Off Market Renunciation The renunciation of Rights Entitlements undertaken by the Investor by
transferring them through off market transfer through a depository participant
in accordance with the SEBI Rights Issue Circulars and the circulars issued
by the Depositories, from time to time, and other applicable laws.
On Market Renunciation The renunciation of Rights Entitlements undertaken by the Investor by trading
them over the secondary market platform of the Stock Exchange through a
registered stock broker 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, August 12, 2025.
QIBs / Qualified Institutional
Buyers
Qualified institutional buyers as defined under Regulation 2(1)(ss) of the
SEBI ICDR Regulations.
Record Date A record date fixed by our Company for the purposes of determining the
names of the Equity Shareholders who are eligible for the issue of Rights
Equity Shares to be decided prior to filing of the Letter of Offer being Friday,
July 11, 2025.
Refund Bank The Banker to the Issue with whom the Refund Account is opened, in this
case being Kotak Mahindra Bank Limited.
Registrar to the Issue /
Registrar and Transfer
Agent / RTA
Purva Sharegistry (India) Pvt. Ltd
Registrar Agreement Agreement dated January 28,2025 entered into among our Company and the
Registrar in relation to the responsibilities and obligations of the Registrar to
the Issue pertaining to the Issue.
Renouncee(s) Person(s) who has/have acquired Rights Entitlements from the Eligible
Equity Shareholders on renunciation either through On Market Renunciation
or through Off Market Renunciation in accordance with the SEBI ICDR
Regulations, the SEBI Rights Issue Circular, the Companies Act and any
other applicable law as amended from time to time.
Renunciation Period The period during which the Investors can renounce or transfer their Rights
Entitlements which shall commence from the Issue Opening Date i.e. Friday,
July 18, 2025. Such period shall close on Saturday, August 16, 2025 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 i.e., Saturday, August 16,
2025 .
Retail Individual Bidders(s) /
Retail Individual Investor(s) /
RII(s) / RIB(s)
An individual Investor (including an HUF applying through karta) who has
applied for Rights Equity Shares and whose Application Money is not more
than ₹200,000 in the Issue as defined under Regulation 2(1)(vv) of the SEBI
----------------Page (8) Break----------------
6
ICDR Regulations.
Rights Entitlements / Res Number of the Equity Shares that an Eligible Equity Shareholder is entitled
to in proportion to the number of the Equity Shares held by the Eligible
Equity Shareholder on the Record Date, in this case being Two Rights Equity
Shares for every One Equity Shares held by an Eligible Equity Shareholder.
Pursuant to the provisions of the SEBI ICDR Regulations and the SEBI
Rights Issue Circulars, the Rights Entitlements shall be credited in
dematerialised form in respective demat accounts of the Eligible Equity
Shareholders before the Issue Opening Date.
Rights Equity Shares / Rights
Shares
Equity Shares of our Company to be Allotted pursuant to this Issue, on partly
paid-up basis on Allotment.
SEBI Rights Issue Circulars SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 read with SEBI
circular bearing reference number SEBI/HO/CFD/SSEP/CIR/P/2022/66
dated May 19, 2022 read with SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094
dated June 21, 2023 and any other circular or notifications subsequently
issued by SEBI in this regard.
Self-Certified Syndicate Bank
/ SCSBs
Self-certified syndicate banks registered with SEBI, which offers the facility
of ASBA. A list of all SCSBs is available on
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes,
updated from time to time or at or such other website(s) as maybe prescribed
by SEBI from time to time.
Stock Exchange BSE, where the Equity Shares of our Company are presently listed.
Transfer Date The date on which the Application Money blocked in the ASBA Account will
be transferred to the Allotment Account(s) in respect of successful
Applications, upon finalization of the Basis of Allotment, in consultation with
the Designated Stock Exchange.
Wilful Defaulter / Fraudulent
Borrower
An entity or person categorised as a wilful defaulter or a fraudulent borrower
by any bank or financial institution (as defined under Companies Act, 2013)
or consortium thereof, in terms of Regulation 2(1)(lll) of the SEBI ICDR
Regulations and in accordance with the master circular on wilful defaulters
issued by RBI.
Working Days In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day
means all days on which commercial banks in Mumbai are open for business.
Further, in respect of Issue Period, working day means all days, excluding
Saturdays, Sundays and public holidays, on which commercial banks in
Mumbai are open for business. Furthermore, the time period between the
Issue Closing Date and the listing of Equity Shares on the Stock Exchange,
working day means all trading days of the Stock Exchange, excluding
Sundays and bank holidays, as per circulars issued by SEBI.
Business and Industry related Terms
:
Term Description
CRAR / Capital to
risk
weighted assets
The ratio measures a bank's financial stability by measuring its available
capital as a percentage of its risk-weighted credit exposure
CIC-ND-SI
Systemically
Important Core
Investment Company
CIC-ND-SI Systemically Important Core Investment Company
Gross non-
performing assets
/ GNPA
Gross non-performing loans are the sum of all the loans that have been
defaulted by the individuals who have acquired loans from the financial
institution.
AFC Asset Finance Company
Commercial Banks A bank that offers services to the general public and to companies
DFIs Development Finance Institutions
IC Investment Company
----------------Page (9) Break----------------
7
ICC Investment and Credit Company
IFC IFC Infrastructure Finance Company
IBC Insolvency and Bankruptcy Code
Insurance Companies A financial intermediary which offers direct insurance or reinsurance services,
Insurance Companies
LC Loan Company
MGC Mortgage Guarantee Companies
MSMEs Micro, Small and Medium Enterprises
MUDRA or Micro
Units
Development and
Refinance Agency
MUDRA is a public sector financial institution in India. It provides loans at
low rates to micro-finance institutions and non-banking financial institutions
which then provide credit to MSMEs
Mutual Funds A mutual fund is a Company that brings together money from many people and
invests it in stocks, bonds or other assets
NBFCs or Non-
Banking Finance
Companies
The entities that provide certain bank-like financial services but do not hold a
banking license. NBFCs are not subject to the banking regulations and
oversight by federal and state authorities adhered to by traditional banks.
NOFHC NBFC- Non-Operative Financial Holding Company
NSI-ND-NBFC Non-Systemically Important Non-Deposit taking Non-Banking Finance
Companies
Net Owned Fund Net Owned Funds means the aggregate of paid-up equity share capital and free
reserves as reduced by accumulated losses and intangible assets
RBI The Reserve Bank of India
SCBs Scheduled Commercial Banks
NACH National Automated Clearing House
NAV Net Asset Value per Equity Share at a particular date computed based on total
equity divided by number of Equity Shares
NBFC Non-Banking Financial Company
NBFC-ND Non-Deposit Taking Non-Banking Financial Company
NEFT National Electronic Fund Transfer
Net Retail NPA Represents closing balance of the Net NPA of our Retail AUM as of the last
day of the relevant year or period.
Non-GAAP Financial
Measure
A financial measure not presented in accordance with generally accepted
accounting principles
NR Non-resident or person(s) resident outside India, as defined under the FEMA
NRE Non- Residential External
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 Non-Resident Ordinary
NRO Account Non-resident ordinary account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
“OCBs” or “Overseas
Corporate Body”
A company, partnership, society or other corporate body owned directly or
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
OCI Overseas Citizen of India
ODI Off-shore Derivate Instruments
p.a. Per annum
P/E Ratio Price to Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PMLA Prevention of Money Laundering Act, 2002
RBI Reserve Bank of India
RBI Master Directions Master Direction- Reserve Bank of India (Non-Banking Financial Company –
Scale Based Regulation) Directions, 2023
RERA Real Estate Regulation and Development Act, 2016
Regulation S Regulation S under the U.S. Securities Act
----------------Page (10) Break----------------
8
RoC Registrar of Companies, Coimbatore, Tamil Nadu
ROAA Return on average assets
ROAE Return on average equity
Earnings Before
Interest, Taxes,
Depreciation, and
Amortization
(EBITDA)
Commonly used measure of a company’s operating performance.
Capital Expenditure
(CapEx)
Funds used by the company to acquire, upgrade, and maintain physical assets
like machinery or equipment.
Working Capital (WC) The difference between a company’s current assets and current liabilities.
Net Asset Value
(NAV)
The value per share of the company's assets minus its liabilities.
Debt-to-Equity Ratio
(D/E Ratio)
A financial ratio that compares the company’s total liabilities to
shareholders' equity.
Book Value (BV) The net asset value of the company as recorded in its financial statements.
Conventional Terms and Abbreviations
Term Description
“₹” / “Rs.” / “Rupees” / “INR” Indian Rupees
A/c Account
AGM Annual General Meeting
AIF(s) Alternative investment funds, as defined and registered with SEBI under the
SEBI AIF Regulations
AY Assessment Year
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CARO Companies (Auditor’s Report) Order, 2016
CCIT Chief Commissioner of Income Tax
CDSL Central Depository Services (India) Limited
CEO Chief Executive Officer
Central Government The Central Government of India
CFO Chief Financial Officer
CIN Corporate Identity Number
CIT Commissioner of Income Tax
Companies Act Companies Act, 2013, as amended from time to time
Companies Act, 1956 Erstwhile Companies Act, 1956 and the rules made thereunder
Companies Act, 2013 Companies Act, 2013 and the rules made thereunder
COVID-19 The coronavirus disease 2019
CTS Cheque Truncation System
Depositories Act The Depositories Act, 1996 as amended from time to time
DIN Director Identification Number
DP Depository Participant as defined under the Depositories Act
DP ID Depository Participant’s Identity
EBITDA Earnings before Interest, Tax, Depreciation and Amortisation
EPS Earnings per Share
EGM Extraordinary General Meeting
FCNR Account / FCNR Foreign Currency Non-Resident Account
FBIL Financial Benchmarks India Private Limited
FDI Foreign Direct Investment
FEMA Act / FEMA Foreign Exchange Management Act, 1999 read with rules and regulations
promulgated there under and any amendments thereto.
FEMA Rules Foreign Exchange Management (Non-Debt Instruments) Rules, 2019
Fiscal /Fiscal Year/ Financial
Year/FY
12 months period commencing from April 1 and ending on March 31 of the
immediately succeeding year.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under section 12
of the Fugitive Economic Offenders Act, 2018
FPI Foreign Portfolio Investor
----------------Page (11) Break----------------
9
FVCIs Foreign venture capital investors as defined in and registered with SEBI under
the SEBI FVCI Regulations
GCP General Corporate Purpose
GIR General Index Registrar
Government/GoI Government of India
GST Goods and Service Tax
HUF Hindu Undivided Family
IBC Insolvency and Bankruptcy Code, 2016
ICAI Institute of Chartered Accountants of India
IEPF Investor Education and Protection Fund
IFRS International Financing Reporting Standards
Ind AS Indian Accounting Standards
Indian GAAP Generally accepted accounting principles followed in India.
Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time
ISIN International Securities Identification Number
I.T. Act / IT Act Income Tax Act, 1961
I. T. Rules Income Tax Rules, 1962, as amended from time to time.
KMP Key Managerial Personnel
Lakh One hundred thousand
LLP Limited Liability Partnership
MAT Minimum Alternate Tax
MCA Ministry of Corporate Affairs, Government of India
MICR Magnetic Ink Character Recognition
NACH National Automated Clearing House which is a consolidated system of ECS.
NAV Net Asset Value calculated as Net Worth divided by number of fully paid-up
Equity Shares.
NCLT National Company Law Tribunal
NCLAT National Company Law Appellate Tribunal
NEFT National Electronic Fund Transfer
N.A. Not Applicable
NI Act Negotiable Instruments Act, 1881
NR Non Resident
NRE Non Resident External Account
NRI Non Resident Indian
NSDL National Securities Depositories Limited
OCB Overseas Corporate Body means and includes an entity defined in clause (xi)
of Regulation 2 of the Foreign Exchange Management (Deposit) Regulations,
2000 and which was in existence on the date of the commencement of Foreign
Exchange Management (Withdrawal of General Permission to Overseas
Corporate Bodies (OCB’s)) Regulations, 2003 and immediately prior to such
commencement was eligible to undertake transactions pursuant to the general
permission granted under the regulations.
p.a. Per Annum
PAN Permanent Account Number
QIB Qualified Institutional Buyer
RBI Reserve Bank of India
RTGS Real Time Gross Settlement
SCORES SEBI Complaints Redress System
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time
SEBI Securities and Exchange Board of India, constituted under the SEBI Act, 1992
SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to
Time
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012, as amended from time to time
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019, as amended from time to time
----------------Page (12) Break----------------
10
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000, as amended from time to time
SEBI ICDR Regulations /
ICDR Regulations
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended from time to time
SEBI Listing Regulations/
Listing Regulations
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014, as amended from time to time
SEBI Takeover Regulations/
SAST Regulations
Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011, as amended from time to time
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996, as amended from time to time
STT Securities Transaction Tax
TDS Tax Deducted at Source
U.S/United States The United States of America
UPI Unified Payments Interface
USD / US$ United States Dollars
US Securities Act The United States Securities Act of 1933, as amended from time to time
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
----------------Page (13) Break----------------
11
NOTICE TO INVESTORS
The distribution of the Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, the Entitlement Letter,
the Application Form (collectively “Issue Material”) and the issue of Rights Equity Shares, 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 Letter of Offer, the Abridged Letter of Offer, the Entitlement Letter or the
Application Form may come are required to inform themselves about and observe such restrictions and other
related legal requirements.
In accordance with the SEBI ICDR Regulations, Issue Material will be sent/dispatched by email and by courier
to only to the Eligible Equity Shareholders who have a registered address in India or who have provided an Indian
address to our Company. In case such Eligible Equity Shareholders who have provided their valid e-mail address,
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 email
address, then the Issue Material will be physically dispatched, on a reasonable effort basis, to the Indian addresses
provided by them. Those overseas Shareholders, who do not update our records with their Indian address or the
address of their duly authorised representative in India, prior to the date on which we propose to e-mail or send a
physical copy of the Issue Material, shall not be sent the Issue Material.
Investors can also access the Issue Material from the websites of our Company, the Registrar, and the Stock
Exchange. Our Company and the Registrar will not be liable for non-dispatch of physical copies of Issue Material.
No action has been or will be taken to permit the Issue in any jurisdiction where any action would be required for
that purpose. Accordingly, the Rights Entitlements or Rights Equity Shares may not be offered or sold, directly or
indirectly, and the Issue Material or any offering materials or advertisements in connection with the Issue may not
be distributed, in whole or in part, in any jurisdiction, except in accordance with legal requirements applicable in
such jurisdiction. Receipt of the Issue Material will not constitute an offer in those jurisdictions in which it would
be illegal to make such an offer and, in those circumstances, the Issue Material must be treated as sent for
information purposes only and should not be acted upon for subscription to the Rights Equity Shares and should
not be copied or redistributed. Accordingly, persons receiving a copy of the Issue Material should not, in
connection with the issue of the Rights Equity Shares or the Rights Entitlements, distribute or send the Issue
Material to any person outside India where to do so, would or might contravene local securities laws or regulations.
If the Issue Material is received by any person in any such jurisdiction, or by their agent or nominee, they must
not seek to subscribe to the Rights Equity Shares or the Rights Entitlements referred to in the Issue Material.
Any person who makes an application to acquire the Rights Entitlements or the Rights Equity Shares offered in
the Issue will be deemed to have declared, represented, warranted and agreed that such person is authorised to
acquire the Rights Entitlements or the Rights Equity Shares in compliance with all applicable laws and regulations
prevailing in his jurisdiction. Our Company, the Registrar or any other person acting on behalf of our Company
reserves the right to treat any Application Form as invalid where they 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 or Rights Entitlement in respect of any such Application Form.
Neither the delivery of the Issue Material nor any sale 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.
THE CONTENTS OF THIS LETTER OF OFFER SHOULD NOT BE CONSTRUED AS LEGAL, TAX
OR INVESTMENT ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO ADVERSE
FOREIGN, STATE OR LOCAL TAX OR LEGAL CONSEQUENCES AS A RESULT OF THE OFFER
RIGHTS OF EQUITY SHARES OR RIGHTS ENTITLEMENTS. ACCORDINGLY, 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 EQUITY
SHARES. IN ADDITION, OUR COMPANY IS NOT MAKING ANY REPRESENTATION TO ANY
OFFEREE OR PURCHASER OF THE EQUITY SHARES REGARDING THE LEGALITY OF AN
INVESTMENT IN THE EQUITY SHARES BY SUCH OFFEREE OR PURCHASER UNDER ANY
APPLICABLE LAWS OR REGULATIONS.
----------------Page (14) Break----------------
12
NO OFFER IN THE 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 IN THE UNITED STATES OF AMERICA OR
THE TERRITORIES OR POSSESSIONS THEREOF (“UNITED STATES”), EXCEPT IN A TRANSACTION
NOT SUBJECT TO, OR EXEMPT FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. THE OFFERING TO WHICH THIS LETTER OF
OFFER 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 RIGHTS EQUITY
SHARES OR RIGHTS ENTITLEMENT. THERE IS NO INTENTION TO REGISTER ANY PORTION OF
THE ISSUE OR ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES OR TO
CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. ACCORDINGLY, THE
ISSUE MATERIAL SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED
STATES AT ANY TIME.
Neither our Company nor any person acting on our behalf will accept a subscription or renunciation from any
person, or the agent of any person, who appears to be, or who our Company or any person acting on our behalf
has reason to believe is in the United States when the buy order is made. Envelopes containing an Application
Form and Rights Entitlement Letter should not be postmarked in the United States or otherwise dispatched from
the United States or any other jurisdiction where it would be illegal to make an offer, and all persons subscribing
for the Rights Equity Shares Issue and wishing to hold such Equity Shares in registered form must provide an
address for registration of these Equity Shares in India.
Rights Entitlements may not be transferred or sold to any person in the United States.
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,
REDISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON OR
PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE.
----------------Page (15) Break----------------
13
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND CURRENCY OF
PRESENTATION
Certain Conventions
All references to “India” contained in this Letter of Offer are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, Central Government”
or the “State Government” are to the Government of India, central or state, as applicable. Unless otherwise
specified or the context otherwise requires, all references in this Letter of Offer to the ‘US’, ‘U.S.A.’, ‘U.S.’ or
the ‘United States’ are to the United States of America and its territories and possessions.
Unless otherwise specified, any time mentioned in this Letter of Offer is in Indian Standard Time (“IST”). Unless
indicated otherwise, all references to a year in this Letter of Offer are to a calendar year.
A reference to the singular also refers to the plural and one gender also refers to any other gender, wherever
applicable.
Unless stated otherwise, all references to page numbers in this Letter of Offer are to the page numbers of this
Letter of Offer.
Financial Data
Unless stated otherwise or unless the context otherwise requires, the financial information and data in this Letter
of Offer, with respect to our Company, is derived from our Audited Financial Statements for the financial year
ended on March 31, 2025 and Unaudited Financial Results which have been prepared by our Company in
accordance with Ind AS, Companies Act, and other applicable statutory and/or regulatory requirements
(“Financial Statements”). We publish our 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. For further details, please see the chapter titled “Financial Statements” beginning on page
103.
The Government of India has adopted the Indian accounting standards ("Ind AS"), which are converged with the
International Financial Reporting Standards of the International Accounting Standards Board ("IFRS") and
notified under Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended (the "Ind AS Rules"). The Audited Financial Statements for the financial year ended March
31, 2025 and Unaudited Financial Results for the nine months period ended December 31, 2024 of our Company
have been prepared in accordance with Ind AS, as prescribed under Section 133 of Companies Act, 2013 read
with the Ind AS Rules and other the relevant provisions of the Companies Act, 2013 and in accordance with the
SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (revised), 2019, issued by
the ICAI. There are significant differences between Ind AS, US GAAP and IFRS. We have not provided a
reconciliation of the financial information to IFRS or US GAAP. Our Company has not attempted to also explain
those differences or quantify their impact on the financial data included in this Draft Letter of Offer, and you are
urged to consult your own advisors regarding such differences and their impact on our financial data. Accordingly,
the degree to which the financial information included in this Letter of Offer will provide meaningful information
is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the
Companies Act and the SEBI ICDR Regulations. For further information, see "Financial Information" beginning
on page 103 of this Letter of Offer.
Our Company’s fiscal year commences on April 1 and ends on March 31 of the following calendar year.
Accordingly, all references to a particular “Financial Year” or “Fiscal Year” or “Fiscal” are to the 12 (Twelve)
months period ended March 31 of that year.
All numerical values as set out in this Letter of Offer, for the sake of consistency and convenience, have been
rounded off to two decimal places. 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.
Currency of Presentation
• All references to ‘INR’, ‘₹’, ‘Indian Rupees’, ‘Rs.’ and ‘Rupees’ are to the legal currency of India.
• Any reference to ‘US$’, ‘USD’, ‘$’ and ‘U.S. dollars’ are to the legal currency of the United States of
America.
Unless stated otherwise, throughout this Letter of Offer, all figures have been expressed in Rupees in Lakh.
----------------Page (16) Break----------------
14
Exchange Rate
The following tables provide information with respect to the exchange rate for the Indian rupee per unit of a
foreign currency. The exchange rates are based on the reference rates released by the Reserve Bank of India or
Financial Benchmarks India Private Limited, as the case may be. No representation is made that any rupee
amounts could have been, or could be, converted into such foreign currency at any particular rate, the rates stated
below, or at all.
(in ₹)
Sr.
No.
Currency
As on
March 31,
2025 (1)
As on
December 31,
2024(1)
As on March
31, 2024 (1)
As on March
31, 2023(1)
As on March
31, 2022(1)
1 U.S. Dollar 85.5814 85.6232 82.22 82.22 75.81
Source: RBI and FBIL reference rate www.rbi.org.in & www.fbil.org.in
(1) Represents the reference rate released by the RBI / FBIL on closing of the last Working Day of the period.
----------------Page (17) Break----------------
15
FORWARD LOOKING STATEMENTS
This Letter of Offer contains certain “forward-looking statements”. Forward looking statements appear throughout
this Letter of Offer, including, without limitation, under the chapters titled “Risk Factors”, “Our Business” and
“Management Discussion and Analysis of Financial Condition and Results of Operations” and “Industry
Overview”. Forward-looking statements may include statements concerning our Company’s plans, objectives,
goals, strategies, future events, future revenues or financial performance, capital expenditures, financing needs,
plans or intentions relating to acquisitions, our Company’s competitive strengths and weaknesses, our Company’s
business strategy and the trends our Company anticipates in the industries and the political and legal environment,
and geographical locations, in which our Company operates, and other information that is not historical
information. These forward-looking statements generally can be identified by words or phrases such as “aim”,
“anticipate”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”, “intend”, “likely”, “may”, “objective”,
“plan”, “potential”, “project”, “pursue”, “shall”, “seek to”, “will”, “will continue”, “will pursue”, “forecast”,
“target”, or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives,
plans or goals of our Company are also forward-looking statements. However, these are not the exclusive means
of identifying forward-looking statements.
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 actual results to differ materially from our Company’s
expectations include, among others:
1. Any adverse outcome in litigation proceedings involving our Company;
2. Any termination or non-renewal of insurance agreements may affect the business;
3. Any failure by our Company to obtain and thereafter, to maintain or renew the required licenses and approvals
in a timely manner or at all;
4. Any adverse effect of changes in technology that may relate to our business;
5. Instance of delayed filing made on behalf of the Company under the SEBI Regulations;
6. Our ability to expand our geographical area of operation;
7. Effect of lack of infrastructure facilities on our business;
8. Our ability to handle cyber frauds, credit risk, implementation of business strategies and expansion plans;
9. Intensified competition in industries/sector in which we operate;
10. Our ability to attract, retain and manage qualified personnel;
11. Failure to adapt to the changing technology in our industry of operation may adversely affect our business and
financial condition;
12. Changes in political and social conditions in India or in 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;
13. Volatility of loan interest rates and inflation;
14. Inability to identify or effectively respond to customer needs, expectations or trends in a timely manner;
15. General economic and business conditions in the markets in which we operate and in the local, regional,
national and international economies;
----------------Page (18) Break----------------
16
Forward-looking statements reflect the current views of our Company as at the date of this Letter of Offer and are
not a guarantee or assurance of future performance. These statements are based on our management’s beliefs and
assumptions, which in turn are based on currently available information. Although we believe the assumptions upon
which these forward-looking statements are based are reasonable, any of these assumptions could prove to be
inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Accordingly, we
cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct
and given the uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements.
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. None
of our Company, our directors nor any of their respective affiliates has any obligation to update or otherwise revise
any statements reflecting circumstances arising after the date of this Letter of Offer or to reflect the occurrence of
underlying events, even if the underlying assumptions do not come to fruition.
In accordance with the SEBI (ICDR) Regulations, our Company will ensure that investors are informed of material
developments from the date of this Letter of Offer until the time of receipt of the listing and trading permission.
----------------Page (19) Break----------------
17
SECTION II – 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, 116 and 20 respectively.
1. Primary Business of our Company
We are an NBFC not accepting Public Deposits bearing certificate of registration No: B-07.00141 issued by the
Reserve Bank of India (“RBI”) on March 09, 1998 . We are a Non-Banking Financial Company (NBFC),
registered with Reserve Bank of India and categorised as ‘Non-Systemically Important Non-Deposit taking Non-
Banking Financial Company (‘NSI-ND-NBFC’). We are in the business of lending money or providing loans
predominantly to retail customers. Our lending operations encompass both secured and unsecured loans, with all
loan disbursements being made subsequent to the execution of a formal loan agreement.
2. Object of the Issue
The Net Proceeds are proposed to be utilized in accordance with the details set forth in the following table:
(₹ in lakhs)
Sr.
No. Particulars
Estimated
Amount
1. To augment the capital base and to provide funds required for increasing our
operational scale with respect to our NBFC activities
1900.00
2. General corporate purposes* 672.00
Net Proceeds 2572.00
* The amount to be utilized for general corporate purposes will not exceed 25% of the Gross Proceeds.
For further details, please see the chapter titled “Objects of the Issue” on page 56.
3. Intention and extent of participation by the Promoters and Promoter Group
Our Promoters and members of the Promoter Group vide their respective letters dated February 17, 2025 have confirmed
that they along with the promoter group intend to subscribe in the issue, to the full extent of their Rights Entitlements and
have also confirmed that they shall not renounce their Rights Entitlements (except to the extent of renunciation by any of
them in favour of Promoter or member of the Promoter Group).
Further, they reserve the right to apply for, and subscribe to, additional Rights Equity Shares, including subscribing to the
unsubscribed portion (if any), subject to compliance with the minimum public shareholding requirement prescribed under
the SCRR and the SEBI Listing Regulations.
The acquisition of Rights Equity Shares by our Promoters and our Promoter Group, over and above its Rights Entitlements
shall not result in a change of control of the management of our Company and shall be in compliance with the SEBI SAST
Regulations. 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 the Applicable Law.
For further details, please see the chapter titled “Capital Structure” beginning on page 53.
----------------Page (20) Break----------------
18
4. Summary of Audited Financial Information
Following are the details as per the Audited Financial Information as at and for the Financial Years ended on March 31,
2025 and March 31, 2024 and Unaudited Financial Results for nine months period ended December 31, 2024
(₹ In Lakhs unless Specified)
Sr.
No.
Particulars Unaudited
As on December
31, 2024
Audited
March 31,
2024
Audited
March 31,
2025
1. Authorised Share Capital 2500.00 2500.00 4000.00
2. Paid-up Capital 1280.00 1240.00 1280.00
3. Total Revenue 1,104.02 746.75 1714.72
4. Profit after Tax 450.76 213.77 516.91
5. Total other comprehensive income
/(loss) for the quarter/ year
0.00 0.00 0.00
6. Total comprehensive income
/(loss) for the quarter/ year
450.76 213.77 516.91
7. Earnings per Share
(basic & diluted) (in ₹)
3.52 1.72 4.04
8. Net Asset Value per
Equity Share
16.46 12.55 18.46
9. Net Worth 2107.49 1556.72 2362.75
10. Total Borrowings 1308.00 1035.7 2106.70
5. Summary of outstanding litigations
The following table sets forth the summary of outstanding litigations by and against our Company, our directors and
our promoters as on the date of this Letter of Offer:
(₹ in Lakhs)
Nature of Cases/Claim Number of cases outstanding Amounts involved*
Litigation involving our company
Criminal proceedings against our Company Nil Nil
Criminal proceedings by our Company Nil Nil
Material civil litigation against Company Nil Nil
Material civil litigation by our Company Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Direct and indirect tax demands 1 21.54
Litigation involving our Directors
Criminal proceedings against our directors Nil Nil
Criminal proceedings by our directors Nil Nil
Material civil litigation against our directors Nil Nil
Material civil litigation by our Directors Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Direct and indirect tax demands Nil Nil
Litigation involving our Promoters
Criminal proceedings against our Promoters Nil Nil
Criminal proceedings by our Promoters Nil Nil
Material civil litigation against our Promoters Nil Nil
Material civil litigation by our Promoters Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Direct and indirect tax demands Nil Nil
*To the extent quantifiable
For further details, please see the chapter titled “Outstanding Litigations and Other Defaults” beginning on page
116.
6. Risk Factors
For details of the risks associated with our Company, please see the section titled “Risk Factors” beginning on
page 20.
----------------Page (21) Break----------------
19
7. Contingent liabilities
For details of contingent liabilities for the FY 2024-25, please see the section titled “Financial Information”
beginning on page 103.
8. Related party transactions
For details of related party transactions for the FY 2024-25, please see the section titled “Financial Information”
beginning on page 103.
9. Issue of Equity Shares for consideration other than cash in last one year
Our Company has not issued any Equity Shares for consideration other than cash during the last one year
immediately preceding the date of this Letter of Offer.
----------------Page (22) Break----------------
20
SECTION III - RISK FACTORS
An investment in the equity shares involves a high degree of risk. You should carefully consider all information in
this Letter of Offer, including the risks and uncertainties described below and “Financial Statements” on page 103
of this Letter of Offer, before making an investment in the Equity Shares. Additionally, the risks set out in this
section may not be exhaustive and additional risks and uncertainties not presently known to us, or which we
currently deem to be immaterial, may arise or may become material in the future which may impair our business,
cashflows, prospects, result of operations and financial condition. In order to obtain a complete understanding
about us, investors should read this section in conjunction with “Industry Overview”, “Our Business” and
“Management Discussion and Analysis of Financial Condition and Results of Operations” on page 67, 81 and
106 respectively, included in this Letter of Offer. If any or a combination of the following risks or other risks that
are not currently known or are now deemed immaterial actually occurs, our business, cash flows, prospects,
results of operations and financial condition could be adversely affected, the trading price of the Equity Shares
could decline, and investors may lose all or part of their investment. Unless specified in the relevant risk factor
below, we are not in a position to quantify the financial implication of any of the risks mentioned below. In making
an investment decision, prospective investors must rely on their own examinations and the terms of the Issue,
including the merits and the risks involved. Prospective investors should consult their tax, financial and legal
advisors about the particular consequences of investing in the Issue.
However, there are certain risk factors where the financial impact is not quantifiable and, therefore, cannot be
disclosed in such risk factors. You should consult your tax, financial and legal advisors about the consequences
to you of an investment in this Issue. The following factors have been considered for determining the materiality:
(1) some events may not be material individually but may be found material collectively; (2) some events may
have material impact qualitatively instead of quantitatively; and (3) some events may not be material at present
but may have material impact in future.
This Letter of Offer also contains forward-looking statements which involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking statements as a result of certain
factors, including the considerations described below and elsewhere in this Letter of Offer. For further details,
please see the chapter titled “Forward-Looking Statements” beginning on page 15.
Our financial year ends on March 31 of each year, so all references to a particular Fiscal are to the 12 months
ended March 31 of that year. Unless otherwise stated or the context otherwise requires, the financial information
used in this section is derived from our Audited Financial Statements and Unaudited Financial Results, which are
included in “Financial Information” on page 103 of this Letter of Offer.
INTERNAL RISK FACTORS
1. Our company's reliance on sub-debt financing from several individuals poses several risk factors as there
is significant Increase in Sub-Debt Raises Concerns about Company's Financial Stability and Ability to
meet Debt Obligations.
Our company's sub-debt has increased significantly from ₹ 1035.70 Lakhs as of March 31, 2024, to ₹ 2006.70
Lakhs as of March 31, 2025, representing a more than three-fold increase in just one year. The company's
ability to service its sub-debt obligations may be strained, given the significant increase in debt levels. The
company's cash flows may be insufficient to meet the increased interest and principal payments, leading to a
higher risk of default. Furthermore, the company's reliance on sub-debt financing may indicate a lack of
access to more conventional and potentially less expensive forms of financing, which could be a sign of
underlying financial weakness. The significant increase in sub-debt also raises concerns about the company's
capital structure and its ability to manage its debt levels effectively. Additionally, the company's
creditworthiness may be impacted by the rapid growth in sub-debt, potentially leading to higher borrowing
costs and reduced access to credit in the future. The company's ability to meet its financial obligations,
including its sub-debt obligations, is critical to its ongoing viability, and the significant increase in sub-debt
highlights the need for close monitoring of the company's financial position and debt management practices.
Moreover, subordinate debt accounts for approximately 47.14% (₹2006.7 lakhs / ₹4256.96lakhs) of the total
loan portfolio, which is a significant portion of the company’s financial structure. Any delay in repayment or
non-payment could harm the company’s credibility and ability to raise future capital. In this context, the
company’s liquidity position could become strained, especially if the need to repay the ₹2006.7 lakhs in
subordinate debt arises before sufficient funds are generated from the loan portfolio. This could lead to
----------------Page (23) Break----------------
21
operational disruptions and affect the company’s ability to maintain smooth operations. Fluctuations in
interest rates also pose a potential risk to the company's financial performance. As interest rates rise, the cost
of servicing the subordinate debt could increase, which may reduce overall profitability.
Being a Non-Banking Financial Company (NBFC), the company is subject to a variety of regulatory and
compliance requirements. Any changes in the regulatory framework or increased scrutiny on lending practices
could impact the company’s ability to operate smoothly. New regulations or tax laws may impose additional
costs or restrictions, which could reduce profitability or constrain the company’s lending capacity. Moreover,
failure to comply with regulatory requirements could result in fines, penalties, or restrictions on operations,
further stressing the company’s financial position.
2. The quality of our portfolio may be impacted due to higher levels of NPAs and our business may be
adversely affected if we are unable to provide for such higher levels of NPAs.
Our ability to manage the credit quality of our loans, which we measure through assets that are more than 90
days past due date (“DPD”) and Non-Performing Assets (“NPAs”), is a key driver of our results of operations.
As of March 31, 2025, our Stage 3 assets and NPAs also include loans that have been 90 DPD and have rolled
back but not become current. Set forth below are details of our asset quality ratios:
Particulars As on March 31
2025 2024 2023
Gross NPA (₹ in Lakhs) 218.98 90.86 70.26
Gross NPA Ratio (in %) 5.04 3.51 4.93
Net NPA (₹ in Lakhs) 134.88 23.05 0.00
Net NPA Ratio (in %) 3.17 0.91 0.00
(1) Gross NPA represents Gross Loan Book pertaining to loans which are required to be classified as NPA as per the Income Recognition, Asset Classification and Provisioning norms issued and modified by RBI from
time to time.
(2) Gross NPA ratio (%) represents the Gross NPA to the Gross Loan Book as of the last day of the relevant period.
(3) Net NPA represents Gross NPA reduced by NPA provisions as of the last day of relevant period
(4) Net NPA ratio (%) represents the Net NPA to the Gross Loan Book as of the last day of the relevant period.
Our Company’s inability to control the number and value of its NPAs may lead to deterioration of the quality
of its loan portfolio and may adversely impact its business. Further, if our customers default in their repayment
obligations, our business, results of operations, financial condition and cash flows may be adversely affected.
There can be no assurance that we will be able to maintain our NPA ratios at levels with the credit performance
of our customers, or at which our credit and our underwriting analysis, servicing and collection systems and
controls will be adequate. Further, our peers may have better asset quality, with lower GNPA and NNPA ratios
than us, which may in turn lead to high profitability and low provisioning requirements. In the event of any
further deterioration in our NPA portfolio, or if our provisioning coverage is insufficient to cover our existing
or future levels of NPAs, our ability to raise additional capital and debt funds as well as our business.
3. Our business will require substantial funds, and any disruption in funding sources would have a material
adverse effect on our liquidity and financial condition.
Our liquidity and profitability are, in large part, dependent upon our timely access to, and costs associated
with raising capital including both debt and equity. Our business depends and will continue to depend on our
ability to access diversified low-cost funding sources. As a financial services company, we face certain
additional regulatory restrictions on our ability to obtain financing from banks. Further, under Indian Law,
foreign investors are subject to investment restrictions that may limit our ability to attract foreign investors
or capital from overseas investors.
Pursuing our growth strategy and introducing new product offerings to our customers will have an impact on
our long-term capital requirements. With the growth of our business, we may be increasingly reliant on
funding from debt capital markets. The market for such funds is competitive and our ability to obtain funds
at competitive rates will depend on various factors. If we are unable to access funds at an effective cost that
is comparable to or lower than our competitors, we may not be able to offer competitive interest rates for our
----------------Page (24) Break----------------
22
loans. Our ability to raise funds on acceptable terms and at competitive rates continues to depend on various
factors, including the regulatory environment and policy initiatives in India, lack of liquidity in the market,
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. If we are unable to obtain adequate financing or financing on terms satisfactory to us and
in a timely manner, our ability to grow or support our business and to respond to business challenges could
be limited and our business prospects, financial condition and results of operations would be materially and
adversely affected.
4. Majority of the loans granted by us are unsecured and our inability to assess and recover the full value
amounts outstanding under defaulted loans in a timely manner, or at all, could adversely affect our
business, results of operations and financial condition.
As of March 31, 2025, an amount of ₹ 4256.96 Lakhs granted by us as loans constituting 100% of our Gross
Loan Book was unsecured. We may not be able to recover these loans through our standard recovery
proceedings. These unsecured loans present a higher risk of loss in case of a credit default and consequently,
should any default arise, In addition, there can be no assurance that our monitoring and risk management
procedures will be successful or that our loan loss reserves will be sufficient to cover any actual losses. If we
are unable to recover payments under unsecured loans, and initiate legal action in respect of dishonoured non-
cash instruments such legal proceedings may not be commercially feasible or conclude in a manner favorable
to us in a timely manner or at all. If there is a default by customers on repayment of such unsecured loans or if
we are unable to recover our principal and interest through such legal proceedings, we may experience increased
levels of NPAs and we may be required to make related provisions and write-offs. we may not be able to enforce
any security and unable to recover any of our loans at all. This could lead to a material adverse effect on our
results and financial condition.
5. We are affected by volatility in interest rates for both our lending and fund raisings operations, which could
cause our net interest income to decline and adversely affect our results of operations and profitability.
A significant component of our revenue is the interest on loans and other financing activity we receive from the
loans we disburse. Our net interest margins are affected by any volatility in interest rates in our lending
operations. Interest rates are highly sensitive to many factors beyond our control, including competition from
other banks and NBFCs, the monetary policies of the RBI, deregulation of the financial sector in India, domestic
and international economic and political conditions and other factors, which have historically generated a
relatively high degree of volatility in interest rates in India. Persistently high inflation in India may discourage
the Government from implementing policies that would cause interest rates to decrease. Moreover, if there is
an increase in the interest rates, we pay on our borrowings that we are unable to pass to our customers, we may
find it difficult to compete with our competitors, who may have access to funds at a lower cost or lower cost
deposits. To the extent our borrowings are linked to market interest rates, we may have to pay interest at a higher
rate than lenders that borrow only at fixed interest rates. Further, our ability to pass on any increase in interest
rates to borrowers may also be constrained by regulations implemented by the Government or the RBI. In a
declining interest rate environment, if our cost of funds does not decline simultaneously or to the same extent
as the yield on our interest-earning assets, it could lead to a reduction in our net interest income and net interest
margin.
6. 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, errors in 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 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. For ascertaining the
creditworthiness and encumbrances on collateral we may depend on the respective registrars and sub - registrars
of assurances, credit information companies or credit bureaus, and on independent valuers in relation to the
value of the collateral, and our reliance on any misleading information given, may affect our judgement 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.
----------------Page (25) Break----------------
23
7. We as an NBFC have to adhere to certain exposure limits and prudential norms as approved by the Board of
Directors of our Company and the regulatory authorities. Any change in the regulatory regime viz net owned
funds, provisioning norms, prudential norms on asset classification, income recognition, provisioning etc.
may adversely affect our business, financial condition and results of operations.
We as an NBFC company are subject to strict adherence with the exposure limits and have to comply with the
prudential norms stipulated by the Reserve Bank of India while carrying on our business. Any change in these
norms particularly with regard to the maintenance of net owned funds, asset classification, income recognition,
provisioning etc., amongst others could have an adverse material impact on our business, financial condition
and results of operations.
8. As an NBFC, we are subject to periodic inspections by the RBI. Non-compliance with observations made by
RBI during these inspections could expose us to penalties and restrictions.
Under section 45N of the Reserve Bank of India, 1934 (“RBI Act”) we are subject to periodic inspections by
the RBI to verify correctness or completeness of any statement, information or particulars furnished to the RBI
for the purpose of obtaining any information or particulars which our Company has failed to furnish on being
called upon to do so. While we may respond to RBI and address such observations; there can be no assurance
that the RBI will not make similar or other observations in the future. If we are unable to resolve such
deficiencies to RBI’s satisfaction, our ability to conduct out business may be adversely affected. Imposition of
any penalty or adverse findings by the RBI during the ongoing or any future inspections may have an adverse
impact on our business prospects, financial condition and results of operations. 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 from 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. Inability to meet the prescribed norms/ criteria,
can adversely affect the operations and profitability of our Company.
9. The Remuneration of our Managing Director and Whole-Time Director was recently increased through a
postal ballot dated January 08, 2025. While the approval was obtained in compliance with applicable laws
and corporate governance requirements, there are several risks associated with this change that could impact
the company.
The increase in the remuneration of key executives may raise concerns among shareholders, investors, and
other stakeholders, particularly regarding the alignment of executive compensation with the company’s
financial performance. Discontent or dissatisfaction among stakeholders over perceived excessive executive
pay could negatively affect investor confidence, potentially leading to a decline in share price or shareholder
activism.
Changes in executive compensation are subject to scrutiny by regulatory bodies and may attract attention
from governance watchdogs. The increase in remuneration could potentially be viewed as not in line with
industry standards or market conditions, leading to heightened scrutiny from regulators or corporate
governance institutions. This could result in reputational damage or even legal challenges if the increase is
deemed excessive or not adequately justified.
An increase in executive remuneration could place additional financial strain on the company, particularly if
it is not accompanied by corresponding improvements in performance or profitability. If the company’s
financial results do not justify the higher compensation, it may lead to concerns regarding the effective
allocation of resources and the company’s ability to maintain cost discipline.
The increase in the remuneration of senior management may create a disparity between executive
compensation and that of other employees, potentially affecting employee morale and retention. If other
employees perceive an inequitable distribution of compensation, it could result in dissatisfaction, lower
productivity, or challenges in talent retention across the organization.
The recent increase in remuneration may set a precedent for future executive compensation increases, which
could become a point of contention if not properly aligned with company performance and market conditions.
----------------Page (26) Break----------------
24
This could create long-term pressures on the company’s financial management and complicate future
negotiations with shareholders, employees, and other stakeholders.
10. Our business strategies and expansion plans may be subject to various unfamiliar risks and may not be
successful.
Our business strategies include entering into new business ventures, widening our customer base by entering
into new geographies and strengthening our relationships with our existing clients. For further details, see
"Our Business" on page 81 of this Letter of Offer. These strategies require us to expand our operations to
other geographical areas and in new industry verticals. Risks that we may face in implementing our business
strategy in these markets may substantially differ from those previously experienced, thereby exposing us to
risks related to new markets, industry verticals and clients. The commencement of operations beyond our
current markets and industry verticals is subject to various risks including unfamiliarity with pricing
dynamics, competition, service and operational issues as well as our ability to retain key management and
employees. There can also be no assurance that we will not experience issues such as capital constraints,
difficulties in expanding our existing operations and challenges in training an increasing number of personnel
to manage and operate our expanded business, or that we will be able to successfully manage the impact of
our growth on our operational and managerial resources and control systems. We may not be able to
successfully manage some or all of the risks associated with such an expansion into new geographical areas
and new industry verticals, which may place us at a competitive disadvantage, limit our growth opportunities
and materially and adversely affect our business, results of operations and financial condition.
11. We operate in a highly competitive industry and our inability to compete effectively may adversely affect
our business.
We operate in a highly competitive industry. Given the diversity of our businesses, and the products and
services offered by us, we face competition from the full spectrum of public sector banks, private sector banks
(including foreign banks), financial institutions, captive finance affiliates of players in various industries,
small finance banks and other NBFCs who are active in SME, retail and individual lending. Many of our
competitors may have greater resources than we do, may be larger in terms of business volume and may have
significantly lower cost of funds compared to us. They may also have greater geographical reach, long-
standing partnerships and may offer their customers other forms of financing that we may not be able to
provide. Competition in our industry depends on, amongst others, the ongoing evolution of government and
regulatory policies, the entry of new participants and the extent to which there is consolidation among banks
and financial institutions in India. We cannot assure you that we will be able to react effectively to these or
other market developments or compete effectively with new and existing players in our increasingly
competitive industry and our inability to compete effectively may adversely affect our business.
12. High levels of customer defaults or delays in repayment of loans could adversely affect our business,
financial condition and results of operations.
Our business involves lending money and accordingly we are subject to customer default risks including
default or delay in repayment of principal and/or interest on our loans. Customers may default on their
obligations to us as a result of various factors including bankruptcy, lack of liquidity, lack of business and
operational failure. If borrowers fail to repay loans in a timely manner or at all, our financial condition and
results of operations will be adversely impacted. Although we believe that our risk management controls are
sufficient, we cannot be certain that they will continue to be sufficient or that additional risk management
policies for individual borrowers will not be required. Failure to continuously monitor the loan contracts, could
adversely affect our credit portfolio which could have a material and adverse effect on our results of operations
and financial condition.
13. We may not be able to recover, on a timely basis or at all, the full value of collateral or amounts which are
sufficient to cover the outstanding amounts due under defaulted loans.
The value of the security provided to us, may be subject to reduction in value on account of other extraneous
reasons. Consequently, the realizable value of the security for the loans provided by us, when liquidated, may
be lower than principal amount outstanding along with interest and other costs recoverable from such
customers.
Although we believe that we generally maintain a sufficient margin in the collateral value, if we have to
enforce such pledges and if at the time of such enforcement, due to adverse market conditions, the market
----------------Page (27) Break----------------
25
value of the pledged securities have fallen to a level where we are unable to recover the monies lent by us,
along with interest accrued thereon and associated costs, the results of our operations would be adversely
affected. In case of any shortfall in margins in connection with the securities pledged as collaterals, we
typically call upon the relevant customer to provide further collateral to make up for the deficit in such
margins. Furthermore, enforcing our legal rights by litigating against defaulting customers is generally a slow
and potentially expensive process in India. Accordingly, it may be difficult for us to recover amounts owed
by defaulting customers in a timely manner or at all.
14. Our Company’s inability to obtain, renew or maintain the statutory and regulatory permits and approvals
which are required to operate its existing or future businesses may have a material adverse effect on its
business, financial condition, cash flows and results of operations.
NBFCs in India are subject to regulations and supervision by the RBI. In addition to the numerous conditions
required for the registration as an NBFC with the RBI, we are also required to comply with certain other
regulatory requirements for its business imposed by the RBI. In the future, there could be circumstances where
our Company may be required to renew applicable permits and approvals and obtain new permits and
approvals for its current and any proposed operations or in the event of a change in applicable law and
regulations. There can be no assurance that RBI or other relevant authorities will issue any such permits or
approvals in the time-frame anticipated by our Company, or at all. In addition, we require several registrations
to operate our branches in the ordinary course of business. These registrations include those required to be
obtained or maintained under applicable legislations governing shops and establishments, professional tax,
GST registrations etc. Some of these approvals may have expired in the ordinary course, and our Company
has either applied, or is in the process of applying for renewals of them. Failure by our Company to renew,
maintain or obtain the required permits or approvals may result in an interruption of its operations and may
have a material adverse effect on its business, financial condition, cash flows and results of operation.
15. Any inability on our part to effectively utilize the Issue Proceeds could adversely affect our financial results.
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. For further details, please see to the section titled
“Objects of the Issue” on page 56 of this Letter of Offer.
16. We may experience difficulties in expanding our financial products.
Expanding our products portfolio with new or existing products can be costly and require significant
management time and attention. Additionally, as our operations grow in size, scope and complexity and our
product offerings increase, we will need to enhance and upgrade our systems and infrastructure to offer an
increasing number of enhanced solutions, features and functionality. The expansion of our systems and
infrastructure will require us to commit substantial financial, operational and technical resources in advance
of an increase in the volume of business, with no assurance that the volume of business will increase. We will
need to recruit new employees, who will have to be trained and integrated into our operations. We will also
have to train existing employees to adhere properly to internal controls and risk management procedures.
Failure to train our employees properly may result in an increase in employee attrition rates, require additional
hiring, erode the quality of customer service, divert management resources, increase our exposure to high -
risk credit and impose significant costs on us.
17. System failures or inadequacy and security breaches in computer systems may adversely affect our
business.
Our financial, accounting or other data processing systems may fail to operate adequately or become disabled
as a result of events that are wholly or partially beyond our control including a disruption of electrical or
communications services. Our ability to operate and remain competitive will depend in part on our ability to
maintain and upgrade our information technology systems on a timely and cost-effective basis. Our operations
also rely on the secure processing, storage and transmission of confidential and other information in our
computer systems and networks. Our computer systems, software and networks may be vulnerable to
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
----------------Page (28) Break----------------
26
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.
We store customers’ bank information, credit information and other sensitive data. Any accidental or wilful
security breaches or other unauthorized access could cause the theft and criminal use of this data. Security
breaches or unauthorized access to confidential information could also expose us to liability related to the loss
of the information, time-consuming and expensive litigation and negative publicity. If security measures are
breached because of third party action, employee error, malfeasance or otherwise, or if design flaws in our
software are exposed and exploited, and, as a result, a third party obtains unauthorized access to customer
data, our relationships with customers will be severely damaged, and we could incur significant liability.
Further, we engage with certain third-party service providers, and although our contracts with them restrict
the usage of client data and impose protective precautions, there can be no assurance that they will abide by
such contractual terms or that the contracts will be found to be in compliance with data protection laws.
18. We have not commissioned an industry report for the disclosures made in the section titled ‘Industry
Overview’ and made disclosures based on the data available on the internet and such third-party data has
not been independently verified by us.
We have neither commissioned an industry report, nor sought consent from the quoted website source for the
disclosures which need to be made in the section titled “Industry Overview” on page 67 of this Letter of Offer.
We have made disclosures in the said section based on the relevant industry related data available online for
which relevant consents have not been obtained. We have not independently verified such third-party data.
We cannot assure you that any assumptions made are correct or will not change and, accordingly, our position
in the market may differ from that presented in this Letter of Offer. Further, the industry data mentioned in
this Letter of Offer or sources from which the data has been collected are not recommendations to invest in
our Company. Accordingly, investors should read the industry related disclosure in this Letter of Offer in this
context.
19. We may experience difficulties in expanding our business into new regions and markets in India.
Currently, our distribution networks are concentrated in Kerala, Tamil Nadu , and Karnataka . As part of our
growth strategy, we strive to evaluate attractive growth opportunities to expand our business into new regions
and markets in India. Factors such as competition, culture, regulatory regimes, business practices & customs
and customer requirements in these new markets may differ from those in our current markets and our
experience in our current markets may not be applicable to these new markets. In addition, as we enter new
markets and geographical regions, we are likely to compete with other banks and financial institutions that
already have a presence in those geographies and markets and are therefore more familiar with local
regulations, business practices and customs and have stronger relationships with customers. Our business may
be exposed to various additional challenges including obtaining necessary governmental approvals,
successfully gauging market conditions in local markets with which we have no previous familiarity; attracting
potential customers in a market in which we do not have significant experience or visibility; being susceptible
to local taxation in additional geographical areas of India and adapting our marketing strategy and operations
to different regions of India in which different languages are spoken. Our inability to expand our current
operations may adversely affect our business prospects, financial conditions and results of operations.
20. We may face asset-liability mismatches, which could affect our liquidity and consequently may adversely
affect our operations and profitability.
Assets and liability mismatch (“ALM”) represents a situation when financial terms of an institution’s assets
and liabilities do not match. ALM is a key financial parameter indicative of an NBFC’s performance. We
cannot assure you that we will be able to maintain a positive ALM always. We may rely on funding options
with short term maturity periods for extending long term loans, which may lead to a negative ALM. Further,
mismatches between our assets and liabilities are compounded in case of prepayment of financing facilities
we grant to customers. Any mismatch in our ALM, may lead to a liquidity risk and have an adverse effect on
our business prospects, financial condition, results of operations and profitability.
21. We have in the past entered into related party transactions and we may continue to do so in the future.
We have entered into certain related party transactions as on the date of this Letter of Offer. While we believe
----------------Page (29) Break----------------
27
that all our related party transactions have been conducted on an arm’s length basis, we cannot assure you that
we may not have achieved more favourable terms had such transactions been entered into with unrelated
parties. There can be no assurance that such transactions, individually or taken together, will not have an
adverse effect on our business, prospects, results of operations and financial condition, including because of
potential conflicts of interest or otherwise. For further details, please refer to the chapter titled ― “Financial
Information- Related Party Transactions” at page 103 of this Letter of Offer.
22. Our company may face challenges due to rapid workforce expansions.
As of March 31, 2024, JMJ Fintech Limited had a total of 30 employees. By December 31, 2024, this number
increased to 131, primarily due to the expansion of our branch network. After March 31, 2025, our company
undertook a strategic expansion plan, resulting in the opening of 15 new branches across our key operational
regions. This expansion necessitated substantial hiring across various roles, including branch managers,
customer service executives, sales personnel, and administrative staff, to support the operations of these newly
established branches.
The significant increase in headcount poses several risks, including integration and training challenges, which
could lead to potential inefficiencies and disruptions in operations. The significant increase in the number of
employees will result in higher operational costs, including salaries, benefits, and other related expenses,
making effective cost management crucial to maintaining profitability. Additionally, with the rapid increase
in the number of employees, there may be challenges in providing effective management and supervision,
potentially impacting employee productivity and performance. Ensuring that sufficient resources are available
to support the increased workforce, such as adequate office space and equipment, could also be difficult. The
company may face challenges in retaining newly hired employees, particularly if the integration process is not
smooth or if the work environment does not meet their expectations.
Finally, the increase in the number of employees necessitates compliance with all relevant labor laws and
regulations, as failure to do so could result in legal and financial consequences. While the increase in
headcount aligns with our growth strategy and was a necessary step to ensure operational efficiency, enhanced
customer service, and a strong presence in new markets, these risks must be carefully managed to ensure the
successful implementation of our expansion plan.
23. Notice received from any regulatory, statutory, enforcement authority or judicial body against the listed
entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation
to the listed entity.
A Notice under Rule 4 (1) of the SEBI (Procedure for Holding Inquiry and Imposing penalties) Rules, 1995
in the matter of MEENAKSHI ENTERPRISE LIMITED vide Notice No.
SEBI/HO/IMD/FPI&C/CM/2021/32780/1 dated November 17, 2021 for non-compliances of Regulation 3(a),
(b), (c), (d) and 4(1), 4 (2)(a) of Securities Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices Relating To Securities Market) Regulations, 2003 has been received by the company in the
matter of trading in illiquid stock options on the Bombay Stock Exchange Ltd. (“BSE”).
24. An order passed by regulatory, statutory, enforcement authority or judicial body against the listed entity or
its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed
entity.
Consequent upon receipt of notice as mentioned in the point number 23 under risk factor, our company has
filed application under the SEBI Settlement Scheme – 2022 and the SEBI has issued settlement order bearing
order number SO/AB/EFD2/2022-23/7162 for the involvement of the company in generation of artificial
volumes by executing non-genuine/reversal trades in violation of Regulations 3(a), (b), (c), (d), 4(1) and
4(2)(a) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003. SEBI has
reached to settlement for the instant issue vide consent order with settlement cost of Rs.1,00,000/-.
Further, Upon application filed by the Company, SEBI has issued settlement order bearing number - SM/EAD-
12/ 30 /2018-19 with the cost of Rs. 10,15,292/- (Rupees Ten Lakh Fifteen Thousand Two Hundred Ninety-
Two Only) against the matter of violation of the provisions of Regulation 8(3) of SEBI (Substantial
Acquisition of Shares and Takeover Regulations), 1997.
Further, Upon application filed by the Company, again, SEBI has issued settlement order bearing number
EAD-2/AO/DSR/BKM/570-576/2016 against the violation of Regulation 30(1), 30(2) read with 30(3) of the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011
----------------Page (30) Break----------------
28
against the notice issued by SEBI bearing notice number EAD-2/DSR/BKM/10516/2015 dated April 15, 2015.
SEBI has reached to settlement of the instant violation with the monetary settlement of Rs. 2,00,000 (Rupees
Two Lakh Only).
25. Mr. Sajeeth Mohammed Salim has been Reclassified from the promoter category to public category which
may impact the market price of the shares.
The reclassification of our promoters to public shareholders may lead to a loss of control and a change in
management, which could have a material adverse effect on our business and operations. It may attract
regulatory scrutiny and potentially lead to non-compliance with regulatory requirements, which could result
in fines or other penalties. The reclassification of our promoters may lead to a decline in our corporate
governance standards, which could negatively impact our reputation and ability to attract investors.
Mr. Sajeeth Mohammed Salim, promoter of the company has been recently classified from the Promoter
category to public category which may impact the market price of the company, this event resulted in to
reduction of promoter holding in the company which consequently reduce the confidence of stakeholders in
the company which might affect the price traded on the stock exchange.
26. Our Promoter and Managing Director namely Mr. Joju Madathumpady Johny have offered guarantees in
relation to the inter corporate finances upto a limit to Rs. 400.00 Lakhs availed by our Company from JMJ
Finance, to secure the interests of our lender.
With respect to the sanctioned loan amounting upto a limit of ₹400.00 Lakhs from JMJ Finance Limited
(“Lender”), we have secured the loan by way of creating a charge on certain assets of our Company and same
was guaranteed by our promoter and managing director Mr. Joju Madathumpady Johny. In case our Company
is not able to repay loans in time, the same may amount to a default under the loan documentation and the
loans granted to us may be recalled with penal interest. The lender(s) may also enforce their rights over charged
properties, which in turn could severely affect our business operations and financial condition. In addition to
the above, our loan documentation includes certain conditions and covenants that require us to obtain consents
from the lender bank prior to carrying our certain activities like change in the ownership/control/management.
The lender also has the right to revoke the credit facilities at any time. Any failure to comply with any condition
or covenant under loan documentation that is not waived by the lender bank may lead to the termination of
our credit facilities which may adversely affect our ability to conduct our business and operations. In the event
that we default in repayment of the financial facilities availed by us and any interest thereof, our lender(s) may
enforce their rights over charged properties, which in turn could have significant adverse effect on our business
operation and financial condition.
Further, our Promoter have offered personal and corporate guarantees in relation to the secured debt facilities
availed by our Company. In case of Mr. Joju Madathumpady Johny, withdraw or terminate their guarantees
or are unable to honor their respective obligations, the lender(s) for such facilities may demand substitute
guarantees or immediate repayment of or acceleration of amounts outstanding under such debt facilities or
terminate such facilities. In the event we are not successful in procuring guarantees to the satisfaction of the
lender(s) in a timely manner or at all, we may need to repay the amounts outstanding under such loan facilities
or seek alternate sources of funds, which could adversely affect our financial condition.
27. Our company have hypothecated book debts of the company @ 200% of the loan amount against the
sanctioned loan limit of Rs. 400.00 Lakhs (Rupees Four Crore Only) from JMJ Finance Limited.
Our company has obtained sanction for Intercorporate loan upto an amount of Rs. 400.00 Lakhs (Rupees Four
Crore Only) from company named JMJ Finance Limited by way of hypothecation of its book debts. Company
is required to create charge on the book debts which shall be registered with the Registrar of Companies,
Kerala. The clause of this agreement also contains the Guarantee to be provided by the Managing Director of
the company Mr. Joju Madathumpady Johny. The MD's personal guarantee may put their personal assets at
risk in the event of default, which could lead to a conflict of interest. The charge on book debts may limit the
company's ability to use its assets as collateral for other loans or financing arrangements. The loan from the
group company may be considered a related-party transaction, which could lead to conflicts of interest and
potentially unfavorable terms. The company may face difficulties in repaying the loan, which could lead to a
restructuring of the loan terms or even bankruptcy
28. Our business operates on a high volume-low margin model, which may impact our overall profitability.
Our business operates on a high volume-low margin model, which inherently carries certain risks that may
----------------Page (31) Break----------------
29
impact our overall profitability and long-term sustainability. These risks include:
Profitability Pressure: The low-margin nature of our business necessitates maintaining high volumes of
disbursements to achieve desired profit levels. A decline in loan disbursements due to changes in demand,
competition, or operational inefficiencies can have a material impact on profitability.
Cost Sensitivity: Our low-margin operations, even minor increases in operating costs, such as funding costs,
employee expenses, or compliance costs, can significantly erode profits and impact financial performance.
Credit risk: Our high-volume lending exposes us to increased credit risk. A deterioration in the
creditworthiness of borrowers, higher defaults, or economic downturns could lead to a rise in non-performing
assets (NPAs), adversely affecting profitability and asset quality.
Market Demand Fluctuations: significant changes in market demand for financial products due to economic
slowdowns, shifts in consumer borrowing behavior, or increased competition can lead to lower disbursement
volumes, reducing our revenue and profitability.
Cash Flow and Liquidity Management: Rapid loan disbursement cycles require effective cash flow
management. Any mismatch in cash inflows and outflows, or delays in repayments, may strain liquidity and
impact the company’s ability to meet its financial obligations.
Scalability challenges: Scaling our loan portfolio comes with operational and risk management challenges,
such as maintaining asset quality, managing credit risks, and ensuring compliance with regulatory
requirements. Failure to address these challenges could limit growth and profitability
Regulatory and Compliance Risks: As an RBI-regulated NBFC, we are subject to stringent regulatory and
compliance requirements. Changes in regulations, increased compliance costs, or non-compliance with
existing norms could lead to fines, penalties, or operational restrictions, affecting profitability.
Technological Adaption: The financial services industry is witnessing rapid technological advancements. To
remain competitive, we must continuously invest in technology for digital lending, risk management, and
operational efficiency. Failure to adapt to new technologies or disruptions in existing systems could reduce
our competitiveness and profitability.
Concentration Risk: Operating on a high-volume model requires diversification across products,
geographies, and customer segments. Any over-reliance on a particular product or market segment may
increase vulnerability to localized risks, adversely impacting financial stability.
Economic Volatility: Broader economic factors such as inflation, interest rate fluctuations, and geopolitical
instability may influence borrowing costs, consumer behavior, and overall loan demand, thereby affecting
margins and profitability.
29. Financial instability in both Indian and international financial markets could adversely affect our results
of operations and financial condition.
The Indian financial market and the Indian economy are influenced by economic and market conditions in
other countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the
United States and elsewhere in the world in recent years has affected the Indian economy. Although economic
conditions are different in each country, investors’ reactions to developments in one country can have an
adverse effect on the securities of companies in other countries. A loss in investor confidence in the financial
systems of other emerging markets may cause increased volatility in the Indian economy in general. Any
global financial instability, including further deterioration of credit conditions in the U.S. market, could also
have a negative impact on the Indian economy. Financial disruptions may occur again and could harm our
results of operations and financial condition.
The Indian economy is also influenced by economic and market conditions in other countries. This includes,
but is not limited to, the conditions in the United States, Europe and certain economies in Asia. Financial
turmoil in Asia and elsewhere in the world in recent years has affected the Indian economy. Any worldwide
financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly,
adversely affect the Indian economy and financial sector and its business.
Although economic conditions vary across markets, loss of investor confidence in one emerging economy
----------------Page (32) Break----------------
30
may cause increased volatility across other economies, including India. Financial instability in other parts of
the world could have a global influence and thereby impact the Indian economy. Financial disruptions in the
future could adversely affect our business, prospects, financial condition and results of operations. The global
credit and equity markets have experienced substantial dislocations, liquidity disruptions and market
corrections.
There are concerns that a tightening of monetary policy in emerging markets and some developed markets
will lead to a moderation in global growth. In response to such developments, legislators and financial
regulators in the United States and other jurisdictions, including India, have implemented a number of policy
measures designed to add stability to the financial markets. However, the overall long-term impact of these
and other legislative and regulatory efforts on the global financial markets is uncertain, and they may not
have had the intended stabilizing effects. Any significant financial disruption in the future could have an
adverse effect on our cost of funding, loan portfolio, business, future financial performance and the trading
price of the Equity Shares.
30. We require certain approvals, licenses, registrations and permits to operate our business, and failure to
obtain or renew them in a timely manner or maintain the statutory and regulatory permits and approvals
required to operate our business may adversely affect our operations and financial conditions. –
Our business operations depend on obtaining and maintaining various approvals, licenses, registrations, and
permits. Failure to obtain or renew these in a timely manner, or to maintain compliance with statutory and
regulatory requirements, may adversely affect our operations and financial condition. Without the necessary
approvals and permits, we may be forced to halt or scale back operations, leading to production delays and
potential loss of revenue. Non-compliance with regulatory requirements can result in fines, penalties, and legal
actions, negatively impacting our profitability and overall financial health. Furthermore, failure to comply can
harm our reputation, leading to a loss of customer trust, reduced sales, and difficulties in attracting or retaining
customers. Navigating the complex regulatory landscape can incur significant costs in legal fees, compliance
measures, and administrative efforts, straining our financial resources. Additionally, changes in laws and
regulations can introduce new requirements or alter existing ones, necessitating additional approvals or
modifications to current permits, which can be costly and time-consuming.
Our ability to operate smoothly also depends on the efficiency and responsiveness of government agencies in
processing our applications and renewals. Delays or inefficiencies in these processes can disrupt our business
activities. Certain markets may have specific regulatory requirements, and failure to meet these can limit our
ability to enter or expand in these markets, affecting growth opportunities. Conditions or restrictions attached
to permits and licenses can limit our operational flexibility, affecting our ability to respond to market changes
or implement strategic initiatives. Furthermore, permits and licenses can be revoked if we fail to comply with
regulatory standards or if there are changes in regulatory policies, leading to significant operational and
financial setbacks. Regulatory approvals are also critical in mergers and acquisitions, and delays or issues in
obtaining necessary approvals can hinder our strategic growth plans and affect business continuity. To mitigate
these risks, it is essential to maintain a robust compliance program, actively monitor regulatory changes, and
ensure timely renewals and adherence to all statutory requirements. Proactive engagement with regulatory
bodies and a strong internal compliance culture are vital to safeguarding our operational and financial stability.
31. There has been an instance of delayed filing made by our Company under the SEBI Listing Regulations.
Our Company has made all requisite filings as required under the SEBI Regulations as applicable, for the last
one year immediately preceding the date of filing of the Letter of Offer with BSE except for 1 (one) instance
of non-compliance with requirement of disclosure by company within stipulated time under Regulation 23 of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
32. Our Company has experienced negative cash flow in the past and may continue to do so in the future,
which could have a material adverse effect on our business, prospects, financial condition, cash flows and
results of operations.
Our Company has experienced negative net cash flow in operating activities in the recent past, the details of
which are provided below:
\
----------------Page (33) Break----------------
31
Rs in Lakhs
Particulars Audited
March 31,
2025
March 31,
2024
March 31, 2023
Net Cash Flow from /
(used in) Operating
Activities
-933.04 -836.15 -262.83
Net Cash Flow from /
(used in) Investment
Activities
-51.53 -18.75 -78.54
Net Cash Flow from /
(used in) Financing
Activities
1171.00 736.60 299.10
Our Company is currently experiencing negative cash flow due to several key reasons. Firstly, our company
generates revenue by lending money to customers and earning interest on these loans. When we disburse a
large volume of loans, it results in a significant cash outflow, reducing the operating cash flow in the short
term. This is a normal operational characteristic of lending institutions, especially if they are in a growth phase
and expanding their loan portfolio. Additionally, while loans are disbursed immediately, the repayment
(EMIs) from borrowers is received over an extended period, creating a temporary cash flow mismatch as the
outflow (loan disbursement) is immediate, while inflows (EMIs) are staggered over months or years.
Moreover, JMJ Fintech uses subordinated debt as debt instruments to finance loan disbursements, and as the
interest costs on borrowings rise faster than loan repayments, the operating cash flow may remain negative.
Finally, JMJ Fintech is aggressively expanding by issuing more loans, leading to a negative operating cash
flow in the short term. However, as EMIs and interest payments start coming in, the cash flow position should
improve over time.
We may incur negative cash flows in the future which may have a material adverse effect on our business,
prospects, results of operations and financial condition.
33. Our financial indebtedness could adversely affect our ability to react to changes in our business, and we
may be limited in our ability to use debt to fund future capital needs.
As on March 31, 2025, our Company has total outstanding borrowings (fund based as well as non-fund based)
including outstanding interest of ₹ ₹4256.96 lakhs. Our substantial indebtedness could:
(a) require us to delicate a substantial portion of our cash flow operations to payments in respect of our
indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital
expenditures and other general corporate expenditures;
(b) increase our vulnerability to adverse general economic or industry conditions;
(c) limit our flexibility in planning for or reacting to, competition and/or changes in our business or our
industry;
(d) limit our ability to borrow additional funds; and
(e) Place us at a competitive disadvantage relative to competitors that have less debt or greater financial
resources.
We cannot assure that we will be able to generate enough cash flow from operations or that we will be able
to obtain enough capital to service our debt. If we cannot obtain alternative sources of financing or our cost
of borrowings become significantly more expensive, then our financial condition and results of operations
will be adversely affected.
34. Our Company has not yet applied for the registration of the logo or any of the intellectual property that it
uses with the registrar of Trademarks.
Our Company has not yet applied for the registration of the logo i.e. or any of the intellectual
property that it uses. Any failure to get the same registered in our name may cause any third-party claim and
may lead to litigation and our business operations could be affected. Even if our trademarks are registered, we
may not be able to detect any unauthorized use or infringement or take appropriate and timely steps to enforce
or protect our intellectual property, nor can we provide any assurance that any unauthorized use or
----------------Page (34) Break----------------
32
infringement will not cause damage to our business prospects.
35. Our business prospects and continued growth depends on our ability to access financing at competitive
rates and competitive terms. We may not be able to avail the requisite amount of financing or obtain
financing at competitive interest rates for our growth plans, in the future, or any increase in interest rates
which could have a material adverse effect on our business, results of operations and financial condition.
Our business depends on our ability to obtain funds at competitive rates. Our secured borrowings have been
availed at a floating rate of interest. Any fluctuations in interest rates may directly impact on the interest costs
of such loans and could adversely affect the results of operations. A material portion or our expected cash
flow may be required to be dedicated to payment of interest on our indebtedness which will also reduce the
funds available to us for use in general business operations. The cost and availability of funds, amongst other
factors, are also dependent on our current and future results of operations, financial conditions, and our ability
to effectively manage risks. We may not be able to avail the requisite amount of financing or obtain financing
at competitive interest rates if we fail to have favourable results of operations which could lead to high
borrowing costs and limit our access to lending markets, as a result, could adversely affect our business.
36. Any regulatory actions and penalties for any past or future non-compliance may adversely affect our
business or reputation, or both.
We have to comply with numerous regulatory filings, maintenance of record etc under the Companies Act,
2013, Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations
2015 (“SEBI Listing Regulation”), Securities Exchange Board of India (Substantial Acquisition of Shares
and Takeover) Regulation, 2011, Master Direction – Reserve Bank of India (Non-Banking Financial
Company – Scale Based Regulation) Directions, 2023 and any other laws and regulation as applicable. any
non-compliance of the applicable laws they may impose the penalty on the Company. Such penalty may
impact the profitability of the Company.
37. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash
flows, working capital requirements, capital expenditure and restrictive covenants in our financing
arrangements.
We have not paid any dividend during the last 3 years. Our Company 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, realization of a gain on shareholder’s 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.
38. Our profit margins may be adversely affected due to increases in labour costs/ employee benefit expense in
India.
We are a labor-intensive business, and our success partly depends on our ability to manage our labour costs.
Employee benefits expense represents a significant portion of our cost base and an increase in wages and
salaries may adversely impact our profit margins. Government regulation, wage inflation and other
macroeconomic factors that are beyond our control may cause salaries and wages of our employees to increase.
Apart from salaries and wages, our employee benefits expense includes pension and other post-employment
benefit plans that are dependent on government regulation and are difficult to predict. For instance, the
Supreme Court of India in a decision delivered in The Regional Provident Fund Commissioner (II) West
Bengal v. Vivekananda Vidyamandir & Ors, dated February 28, 2019 clarified the components of basic wages
which need to be considered by companies while making employee provident fund payments, which resulted
in an increase in the employee provident fund payments to be made by companies. Any such decisions in
future or any further changes in interpretation of laws may have an impact on our results of operations.
Furthermore, in Fiscal 2021, the Parliament of India approved the Code on Social Security, 2020 (the “Code on
Social Security”) and received the assent of the President of India on September 28, 2020, which would impact
the contributions we make towards provident fund and gratuity. The Code on Social Security proposes to
subsume several separate legislations including the Employee’s Compensation Act, 1923, the Employees’ State
Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the
----------------Page (35) Break----------------
33
Employment Exchanges(Compulsory Notification of Vacancies) Act, 1959, the Maternity Benefit Act, 1961,
the Payment of Gratuity Act,1972, the Cine-Workers Welfare Fund Act, 1981, the Building and Other
Construction Workers’ Welfare Cess Act,1996 and the Unorganised Workers’ Social Security Act, 2008. While
the rules for implementation under the Code on Social Security have not been notified, we are yet to determine
the impact of all or some such laws on our business and operations. As a result, our future pension and post-
employment contributions could be significantly higher than current estimates and if such additional
contributions materialize, it could have an adverse effect on our financial performance.
39. Inability to attract, develop or retain skilled or qualified employees could negatively impact our business.
We depend on the capabilities and performance of our executive officers and employees. Competition for skilled
employees in the Banking and Finance industry is intense, and there can be no assurance that we will be
successful in recruiting, training and retaining the personnel required to successfully conduct our operations.
Failure to recruit, retain, train or manage qualified employees or managerial staff could have a material adverse
effect on our business, results of operations or financial condition.
40. Our Company has entered into certain related party transactions and may continue to do so in the future,
which may potentially involve conflicts of interest with the equity shareholders
Our Company has entered into various transactions with related parties. While all such transactions have been
entered into and executed on an arm’s length basis, we cannot assure that we might have obtained more
favourable terms had such transactions been entered into with unrelated parties. Further, it is likely that we
may enter into related party transactions in the future. There can be no assurance that such transactions,
individually or in the aggregate, will always be in the best interest of our minority shareholders and will not
have an adverse effect on our business, results of operations, financial condition, and cash flows. In the event
any conflict of interest arises between us, or to the extent that competing products offered by any of our
related parties erode our market share, we may not be able to effectively manage any such conflict or
competitive pressures and consequently, our business, results of operation and financial condition may be
adversely affected. For further details, please see the section titled "Financial Information" beginning on page
103.
41. Non-receipt of complete Call Money may have an impact of a consequential shortfall in Net Proceeds.
The Call(s) shall be deemed to have been made at the time when the resolution authorising such Call is passed
at the meeting of our Board. The Call(s) may be revoked or postponed at the discretion of our Board, from
time to time. Our Company, at its sole discretion, may send one or more reminders for the Call(s) as it deems
fit, and if it does not receive the Call Money as per the timelines stipulated, it would forfeit the Application
Money. Non-receipt of complete Call Money and a consequential forfeiture of the Application Money may
lead to a shortfall in the Net Proceeds, which may have to be met out of internal accruals and may impact our
business and our growth plans. For details, see ‘Objects of the Issue’ on page 56.
As per Regulation 89 of SEBI ICDR, 2018, since the Company proposes to receive subscription monies in
calls, it is hereby ensure that the outstanding subscription money shall be called within twelve months from
the date of allotment in the issue and if any applicant fails to pay the call money within the said twelve months,
the equity shares on which there are calls in arrear along with the subscription money already paid on such
shares shall be forfeited.
42. Misconduct or errors by manpower engaged by us could expose us to business risks or losses that could
adversely affect our business prospects, results of operations and financial condition.
Misconduct or errors by manpower engaged by us could expose us to business risks or losses, including
regulatory sanctions, penalties and serious harm to our reputation. Such misconduct includes breach of security
requirements, misappropriation of funds, hiding unauthorized activities, failure to observe our stringent
operational standards and processes and improper use of confidential information. It is not always possible to
detect or deter such misconduct, and the precautions we take to prevent and detect such misconduct may not
be effective. Consequently, our ability to control the workplace environment in such circumstances is limited.
The risks associated with the deployment of manpower engaged by us across locations include, among others,
possible claims relating to; actions or inactions, including matters for which we may have to indemnify our
clients; our failure to adequately verify personnel backgrounds and qualifications resulting in deficient services;
failure of manpower engaged by us to adequately perform their duties; errors or malicious acts or violation of
health and safety regulations; or criminal acts.
----------------Page (36) Break----------------
34
These claims may give rise to litigation and claims for damages, which could be time-consuming. These claims
may also result in negative publicity and adversely impact our reputation and brand name. Further, we may be
forced to indemnify our clients against losses or damages suffered by our clients as a result of negligent acts
of manpower engaged by us. We may also be affected in our operations by the acts of third parties, including
sub-contractors and service providers. Any claims and proceedings for alleged negligence as well as regulatory
actions may in turn materially and adversely affect our reputation, and consequently, our business, financial
condition, results of operations and prospects.
43. As a listed company, our Company is subject to certain obligations and reporting requirements under the
SEBI Listing Regulations and we must comply with other SEBI regulations as may be applicable to us. Any
non- compliance/delay in complying with such obligations and reporting requirements may render us liable
to prosecution and/or penalties.
The Equity Shares of our Company are listed on BSE. We are, therefore, subject to the obligations and reporting
requirements prescribed under the SEBI Listing Regulations and we must comply with other SEBI Regulations
as may be applicable to us. While our Company endeavors to comply with all such obligations/reporting
requirements, in the past, there have been instances of delayed disclosures/ inadvertent incorrect/ inadvertent
incomplete factual disclosures under the SEBI Listing Regulations, such as delayed filings under Regulation
23(9) and Regulation 30 of the SEBI Listing Regulations, incorrect categorization of Promoter and Promoter
Group in the shareholding pattern filed with Stock Exchanges under Regulation 31 of the SEBI Listing
Regulations, discrepancy or variation in the business updates filed with the Stock Exchanges and other delayed
compliance under Regulation 74(5) of the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018, etc. Such non-compliance is usually subject to penalties, warnings and show
cause notices by SEBI and the Stock Exchanges. Any regulatory action or development, which is initiated
against us could affect our business reputation, divert management attention, and result in a material adverse
effect on our business prospects and financial performance and on the trading price of the Equity Shares.
44. Our lenders have charge over our movable and immovable properties in respect of finance availed by us.
We have secured our lenders by creating a charge over our movable and immovable properties in respect of
loans / facilities availed by us from banks and financial institutions. In the event we default in repayment of the
loans / facilities availed by us and any interest thereof, our properties may be forfeited by lenders, which in turn
could have significant adverse effect on business, financial condition or results of operations.
45. There is no guarantee that we will accurately assess the creditworthiness of our customers. Failure by our
customers to meet our payment schedules will result in losses, in turn having an adverse effect on our
business, results of operations and prospects.
There is no guarantee that we will accurately assess the creditworthiness of our customers and hence may be
exposed to customer credit risk in the usual course of our business. Inability of our customers to meet our
payment schedules or any delay or non-receipt of payment from such customers may result in loss and lead to
inter alia (i) an increase in our working capital cycle, (ii) accelerated provisioning, and (iii) write off.
Additionally, non-receipt of payment from our customers may also require us to initiate claims for recoveries
resulting in costly litigation, diverting management’s attention and resources and thereby subjecting us to
significant liabilities.
Due to various factors, including certain extraneous factors such as macroeconomic conditions at a global level,
such as potential credit crisis in the global financial system, may also result in financial difficulties for our
customers, including limited access to the credit markets, insolvency or bankruptcy. Such conditions may cause
our customers to delay payments, request modifications of their payment terms, or default on their payment
obligations to us, all of which may increase our receivables. In addition, any defaults or delays in payments by
major customers or insolvency or financial distress of any major customer, may have an adverse effect on our
business, results of operations and cash flows. Timely collection of dues from customers also depends on our
ability to complete our contractual commitments and subsequently bill for and collect payments from our
customers. A significant delay in or non-receipt of large payments or non-performance by our customers of their
payment related obligations, could materially and adversely affect our cash flows, results of operations and
financial condition.
----------------Page (37) Break----------------
35
46. Our business is subject to numerous industry and market factors, particularly relating to the Banking and
Finance Industry.
Our business is subject to numerous industry and market factors. The performance of our business is directly
influenced by fluctuations in the financial markets and the broader economy. Economic downturns, changes in
interest rates, inflation, and shifts in market sentiment can adversely affect demand for financial products and
services, reduce the availability of credit, and impact the value of our assets or investments. These factors may
lead to increased loan defaults, lower consumer spending, and reduced business activity, thereby impacting our
revenue and profitability.
We are exposed to credit risk from borrowers, counterparties, and other financial institutions with whom we
conduct business. If these parties fail to meet their financial obligations, we may face significant financial losses.
Additionally, changes in credit ratings, borrower defaults, or shifts in the creditworthiness of our clients could
result in higher provisions for loan losses and a reduction in the quality of our loan portfolio.
Our ability to meet short-term financial obligations is dependent on maintaining adequate liquidity. Adverse
market conditions, such as disruptions in funding sources, increased borrowing costs, or challenges in accessing
capital markets, could impair our ability to meet these obligations. A reduction in liquidity could also affect our
ability to fund loans or investments, resulting in decreased revenues and business operations.
As the financial industry increasingly relies on technology, we are exposed to the risk of cyberattacks, data
breaches, and other information security threats. A successful cyberattack could compromise sensitive customer
data, disrupt our operations, or damage our reputation. Additionally, failure to adopt and implement robust
cybersecurity measures or to comply with evolving data protection regulations could result in significant
financial, legal, and reputational consequences.
Changes in interest rates can significantly affect our profitability. Rising interest rates may lead to higher
borrowing costs for customers, reducing loan demand, while falling interest rates may compress our net interest
margins. Additionally, fluctuations in interest rates could impact the market value of fixed-income securities in
our portfolio, potentially leading to losses.
The banking and finance industry is highly competitive, with numerous traditional financial institutions, fintech
companies, and other market participants vying for market share. Technological advancements, new entrants
into the market, and changes in consumer preferences may disrupt our existing business model and erode our
competitive advantage. Failure to innovate or adapt to market changes could negatively affect our ability to
attract and retain customers.
Our business is exposed to operational risks that arise from inadequate or failed internal processes, systems,
human error, or external events. These risks could lead to financial losses, reputational damage, or legal
liabilities. In particular, disruptions in critical business functions, such as payments processing or transaction
settlements, could impact customer trust and operational efficiency.
Our business may also be impacted by geopolitical events, such as changes in government policies, trade
disputes, political instability, or international conflicts. These events could lead to market volatility, supply
chain disruptions, or unfavorable changes in regulations that could negatively impact our operations and
financial results.
Our reputation is critical to maintaining customer trust and business relationships. Any negative publicity,
whether related to regulatory investigations, legal disputes, financial performance, or customer service issues,
could harm our reputation and result in customer attrition, increased scrutiny by regulators, or legal actions. A
damaged reputation could also lead to a loss of business opportunities and impact our market position.
47. Our inability to procure and/or maintain adequate insurance cover in connection with our business may
adversely affect our operations and profitability.
Our operations are subject to inherent risks and hazards which may adversely impact our profitability, such as
natural disasters. Presently, we have obtained certain insurance policies such as policies to insure stock,
building, furniture, fittings, from earthquake, fire, shock, terrorism, etc. There are many events that could cause
significant damages to our operations, or expose us to third-party liabilities, whether or not known to us, for
which we may not be insured or adequately insured, which in turn may expose us to certain risks and liabilities.
There can be no assurance that our insurance policies will be adequate to cover the losses in respect of which
the insurance had been availed. Further, there can be no assurance that any claim under the insurance policies
----------------Page (38) Break----------------
36
maintained by us will be honoured fully, in part, or on time. If we were to incur a significant liability for which
we were not fully insured, it could adversely affect our results of operations and financial position.
48. We may be unable to effectively manage our future growth and expansion strategy.
Our expansion plans and business growth could strain our managerial, operational and financial resources
(including future cash flows). Our ability to manage future growth will depend on our ability to continue to
implement and improve operational, financial and management information systems on a timely basis and to
expand, train, motivate and manage our workforce. While in the past our personnel, systems, procedures and
controls were adequate to support our growth, this may not be the case in the future. Failure to effectively
manage our expansion may lead to increased costs and reduced profitability and may adversely affect our growth
prospects. There can be no assurance that we will be able to achieve our business strategy relating to organic
and inorganic expansion.
49. Our Dependence on Leased Properties
Our registered office and all other branches, which are critical to our operations, are located in Kerala,
Karnataka, and Tamil Nadu, and are operated on a rental basis. A significant portion of our real estate portfolio
is leased. This exposes us to the following risks:
1. Risk of Lease Termination or Non-Renewal –
As certain rental agreements are not yet formalized, there is a risk that landlords may decide not to renew or
extend the lease agreements or could impose unfavorable terms upon renewal. The inability to secure new
agreements or lease extensions could lead to operational disruptions, the need to relocate offices or branches,
and potential financial costs.
2. Uncertainty Regarding Lease Terms –
The absence of signed agreements for some properties creates an element of uncertainty around rental terms,
including rent escalation clauses, maintenance responsibilities, and lease duration. This may lead to disputes or
unexpected increases in rental expenses, which could adversely affect our financial performance and operations.
3. Potential for Disputes with Landlords –
In the absence of signed agreements, the risk of disputes with landlords may increase, including disagreements
over rental terms, property maintenance, and compliance with local regulations. These disputes could result in
legal action, forced relocation, or additional expenses, all of which could harm our business continuity.
4. Business Continuity Risks -
Our reliance on rented office space for conducting business operations means that any unforeseen issues with
property owners or lease arrangements could cause disruptions to our business continuity. Delays in securing
formal rental agreements or legal disputes with landlords could result in operational downtime, impacting our
service delivery and customer relationships.
50. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised and our
Company has broad discretion over the use of the Net Proceeds and may use them in ways with which you
do not agree and in ways that may not enhance our operating results or the price of our Equity Shares.
We intend to utilize the Net Proceeds towards (a) To augment our capital base and provide for our fund
requirements for increasing our operational scale with respect to our NBFC activities;, (b) General corporate
purposes. Our fund requirements and deployment plans for the Net Proceeds are based on management
estimates, our business plan based on current market conditions, which are subject to change in the future, and
have not been appraised by any bank or financial institution or any other independent agency. Such internal
estimates may differ from the value that would have been determined by third party appraisals, which may
require us to reschedule or reallocate our expenditure, subject to applicable laws. Our fund requirements and
proposed deployment schedule for the Net Proceeds are based on current general economic and market
conditions and business needs, and the actual deployment of funds at each stage will depend on a number of
factors, including our financial condition, business and strategy or external circumstances such as financial and
market conditions, competitive environment, inflation, employment and disposable income levels, demographic
trends, technological changes, changing customer preferences, interest or exchange rate fluctuations and finance
----------------Page (39) Break----------------
37
charges, increasing regulations or changes in government policies, which may not be in our control. In case of
increase in actual expenses or shortfall in requisite funds, additional funds for a particular activity will be met
by any means available to us, including internal accruals and additional equity and/or debt arrangements, and
may have an adverse impact on our business, results of operations, financial condition and cash flows.
Accordingly, investors in the Equity Shares will be relying on the judgment of our management regarding the
application of the Net Proceeds.
51. We may be affected by any adverse application or interpretation of competition law in India.
The Competition Act, 2002, as amended (the “Competition Act”), regulates practices having an appreciable
adverse effect on competition in the relevant market in India. The Competition Act also prohibits abuse of a
dominant position by any enterprise. The combination regulation (merger control) provisions under the
Competition Act require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that
cross the prescribed asset and turnover based thresholds to be mandatorily notified to, and pre-approved by, the
Competition Commission of India (the “CCI”). Any breach of the provisions of Competition Act, may attract
substantial monetary penalties.
Consequently, all agreements entered into by us could be within the purview of the Competition Act.
Furthermore, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct or
combination occurring outside of India if such agreement, conduct or combination has an appreciable adverse
effect in India. We are not currently party to any outstanding proceedings, nor have we ever received any notice
in relation to non-compliance with the Competition Act. Any enforcement proceedings initiated by the CCI in
future, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI may affect our
business, results of operations and financial condition.
52. There may be certain inadvertent discrepancies in our secretarial filings and/ or corporate records. We
cannot assure you that no legal proceedings or regulatory actions will be initiated against us in the future in
relation to any such discrepancies.
We manage our internal compliance by monitoring and evaluating internal controls and ensuring all relevant
statutory and regulatory compliances. However, there can be no assurance that deficiencies in our internal
controls will not arise, or that we will be able to implement, and continue to maintain, adequate measures to
rectify or mitigate any such deficiencies in our internal controls, in a timely manner or at all.
Our company has received email from the BSE Limited dated July 30, 2024 for SOP fines with respect to Non-
compliance with provisions of 23(9) of the SEBI (LODR), 2015. Thereafter, our company has filed application
on April 11, 2024 for waiver of fine under SEBI SOP circular dated January 22, 2020 along with clarification
with respect to Non-compliance with the provisions of 23(9) of the SEBI (LODR), 2015 and same was
subsequently partially approved by BSE Limited and paid SEBI SOP of Rs.2,36,000 on dated September 17,
2024 to BSE.
We are unable to trace certain approvals, corporate filings, resolutions and challans in respect of certain
corporate filings made by our Company, although it is unlikely to have a material financial impact on us, and
no regulatory action/ litigation is pending against us in relation to any such discrepancies in our secretarial
filings and/ or corporate records, we cannot assure you that we will not be subject to penalties imposed by
regulatory authorities in this respect. Accordingly, we cannot assure you that we will not be subject to any
action, including monetary penalties by statutory authorities on account of any such discrepancies in our
secretarial filings and/ or corporate records, which may adversely affect our business, financial condition and
reputation.
53. We rely on the proper functioning and integrity of our computer and data processing systems and are exposed
to risks relating to data breaches.
Our ability to operate our business depends on the functional and efficient operation of our computer and data
processing and telecommunications systems across our manufacturing facilities and customer sites. Computer
and data processing systems are susceptible to malfunctions and interruptions (including due to equipment
damage, power outages, fire, natural disasters, breakdowns, malicious attacks, computer viruses, and a range of
other hardware, software and network problems), and these risks are heightened as we attempt to integrate our
IT and information systems pursuant to the Acquisitions. A significant or large-scale malfunction or interruption
of our computer or data processing systems could disrupt our operations, for example by causing delays or the
cancellation of customer orders, impeding the manufacture or shipment of products, the processing of
transactions and the reporting of financial results, or could damage our reputation. Some of the contracts we
----------------Page (40) Break----------------
38
have entered into that, inter alia, require us to enter data in the system with strict clauses of confidential and
preservation of such data. Furthermore, we are also required to protect any personal data in accordance with the
General Data Protection Regulation applicable to operations in the European Union. In addition to the foregoing
risks, we may also be liable for damages arising out of breach of contract.
We are also subject to privacy and information security regulations with respect to, among other things, the use
and disclosure of personal data, and the confidentiality, integrity and availability of such information. If we fail
to adequately safeguard confidential personal or other sensitive data or such data is wrongfully used by us (or
by third parties) or disclosed to unauthorized persons, this could result in claims for damages and other
liabilities, significant fines and other penalties and the loss of customers and reputation, which could in turn
have an adverse effect on our business, results of operations, financial condition and prospects.
54. We are dependent on a number of key personnel including our senior management.
Our performance depends largely on the efforts and abilities of our senior management, other key personnel and
the performance and productivity of our operational managers. We believe that the inputs and experience of our
Promoters and senior management are valuable for the development of our business and operations and the
strategic directions taken by our Company. There is no assurance, however, that these individuals or any other
member of our senior management team will not leave us or join a competitor.
We cannot assure you that we will be able to retain these employees or find adequate replacements in a timely
manner, or at all. We may require a long period of time to hire and train replacement personnel when qualified
personnel terminate their employment with our Company. We may also be required to increase our levels of
employee compensation more rapidly than in the past to remain competitive in attracting employees that our
business requires. The loss of the services of such persons may have a material adverse effect on our business
and our results of operations.
55. Our agreement with our lender for financial arrangement contains negative covenants for certain activities
and if we are unable to get the approval of our lender, it might restrict our scope of activities and impede
our growth plans.
Our Company has entered into a credit facility cum Hypothecation agreement dated April 02, 2024 (the
“Agreement”) with JMJ Finance Limited for certain loan facilities, which are currently outstanding. We may
incur additional indebtedness in the future and our ability to meet our debt service obligations and to repay
our outstanding borrowings depends primarily on the revenue generated by our business. Any failure to make
payments of interest and principal on our outstanding indebtedness within the stipulated time period may
result in a decline in our creditworthiness. Additionally, during any period in which we are in default, we may
be unable to raise, or face difficulties in raising further finance.
Further, our financing agreement contain certain negative covenants that limit our ability to undertake certain
types of activities, which may adversely affect our business and financial condition. Negative covenants under
the Loan cum Hypothecation agreement dated April 02, 2024 include restrictions on/to:
(a) Enter into any scheme of merger, amalgamation or doing a buyback of our Equity Shares;
(b) Make any restricted payments other than permitted under the agreement;
(c) Declare or pay any dividend or authorize or make any distribution to our shareholders: (i) unless our
Company has paid all the dues in respect of the facility up to the date on which the dividend is proposed
to be declared or paid, or has made satisfactory provisions thereof, or (ii) if an event of default has
occurred and is subsisting or would occur as a result of such declaration or payment of dividend or
authorization or making of distribution;
(d) wind up, liquidate or dissolve affairs of our Company or take any steps for voluntary winding up or
liquidation or dissolution of our Company;
(e) agree, authorize or otherwise consent to any proposed settlement, of any litigation, arbitration or other
dispute which may have a material adverse effect;
(f) permit any change in the general nature of the business of our Company or undertake any expansion or
invest in any other entity;
(g) effect any change in our accounting method or policies;
(h) pay any commission to our Promoters / Directors/ security providers;
(i) Dispose our assets other than permitted by lenders in writing;
(j) permit any change in the ownership/control/management of our Company (including by pledge of
promoter/sponsor shareholding in our Company to any third party);
(k) make any amendments in the constitutional documents of our Company;
----------------Page (41) Break----------------
39
(l) avail any further loan or facility from any person and/or stand surety or guarantor for any third party
liability or obligation, save as permitted under the financing documents;
(m) encumber or create any security interest over the assets of our Company, save as permitted under the
financing documents;
(n) prepayment of any principal or interest on any loans availed by our Company from our Shareholders
/Directors;
(o) change remuneration of our Directors in any manner other than as mandated by legal or regulatory
provisions;
(p) enter into any contract or similar arrangement whereby our business or operations are managed or
controlled directly or indirectly by any other person; and
(q) obtain any facilities from a related party unless our Company causes such related party to submit an
undertaking to the lender confirming that the financial debt extended by the related party to our Company
shall not be assigned or transferred to any person other than another related party or a bank or a financial
institution.
Failure to meet the conditions listed above or obtain consents from the lender, as may be required, could have
significant consequences for our business and financial condition. Any default(s) under our agreement that
are not waived by our lender or are not otherwise cured by us, may lead to a termination of our credit facilities,
acceleration of all amounts due under such facilities, and may materially and adversely affect our ability to
conduct our business or implement our business plans.
56. We may, at any time in the future, make further issuances or sales of our Equity Shares, and this may
significantly dilute your future shareholding and affect the market price of our Equity Shares.
Any future equity issuances by us, may lead to the dilution of investors’ shareholdings in our Company. Any
future equity issuances by us or sale of our Equity Shares held by our Promoters or members forming part of
the Promoter Group may adversely affect the market price of our Equity Shares, which may lead to other
adverse consequences for us including difficulty in raising capital through offering of our Equity Shares. In
addition, any perception that such issuance or sales of Equity Shares may result in dilution of shareholding,
significantly affect the trading price of our Equity Shares and our ability to raise capital through an issue of
our securities. There can be no assurance that such future issuance by us will be at a price equal to or more
than the Issue Price. Further, there can be no assurance that we will not issue further shares or that the
Promoters, and members forming part of the Promoter Group and other shareholders will not dispose of,
pledge or otherwise encumber their Equity Shares.
57. Our Promoters and certain of our Directors and KMPs have interests in our Company other than the
reimbursement of expenses and normal remuneration or benefits. Any such interests may result in a
conflict of interest, which may have an adverse effect on our business.
Our Promoters and certain of our Directors and KMPs are deemed to be interested in our Company, in addition
to regular remuneration or benefits and reimbursements of expenses, to the extent of a) Equity Shares held by
them, their relatives, their dividend or bonus entitlement, benefits arising from directorship in our Company,
b) business and/or commercial transaction entered into or proposed to be entered into by our Company with
any firm, LLP, company or body corporate with which they or any of them are associated as promoter, director,
partner or member and c) salary and other compensations paid or payable to their relative(s) by our Company.
For further details, please see the section titled “Financial Information” beginning on page no. 103. Some of
the above interests may conflict with their duties and obligations as Promoter and/or Director or KMPs of our
Company, which may have an adverse effect on our operations.
58. Delays or defaults in payments from our clients could result into a constraint on our cash flows.
The efficiency and growth of our business depends on timely payments received from our clients. In the
event, our clients default or delay in making payments and clearing their dues, we may not have adequate
resources to fund our business and implement our growth plans. This could have an adverse effect on the
results of operations and our financial condition.
59. Any defects in the products or deficiency/delay in the services offered by our Company could expose us to
costs and liabilities arising from claims made by our clients and may adversely affect our reputation,
revenues, operations, and profitability.
Due to our operations in the service sector, we may receive complaints and / or claims from our clients with
regard to any potential deficiency in our services and products. Such complaints and / or claims may be made
----------------Page (42) Break----------------
40
against us on grounds of alleged deficiency / delay in our services and products. Such complaints or claims
may lead to negative publicity concerning our service standards and product quality, reduce clients’
confidence and negatively impact our reputation.
As a result, our business and profitability may be adversely affected, and we may also have to incur additional
costs to restore our image and reputation. In the event the complaints from our clients escalate into legal
claims, our image and market reputation may be adversely affected and the same may also compel us to incur
additional litigations costs.
Further, our Company is often required to customize products and services catering to the specific
requirements of our clients. Due to the technical nature of our products and services, meeting the
specifications of each client may be a time-consuming process requiring our Company to invest in not only
research and development but also in the development of the skills of our human resource. Delay in delivering
the product may result in our Company losing clients to our competitors and also facing the risk of our
products and services becoming obsolete due to constant change in the technology being used in our business.
This may have an adverse impact on the profitability and revenues of our Company.
60. Our Company’s success depends upon our ability to effectively implement our business and growth
strategies, failing which, our growth and business may be adversely affected.
Our Company’s success depends substantially on our ability to effectively implement our business and growth
strategies. Our Company may not be able to execute its strategies in a timely manner or within the budget
estimates or be able to meet the expectations of our clients and other stakeholders. We believe that our
Company’s business and growth strategies will place significant demands on our senior management and other
resources and will require us to develop and improve operational, financial, and other internal controls and
capitalize existing and potential market opportunities. Any inability to manage and implement our business
and growth strategies may adversely affect our Company’s business, prospects, the results of operations and
financial condition.
61. Our success largely depends upon our KMPs and Senior Management. Any loss of our KMPs or senior
managerial personnel could adversely affect the results of operations and our financial condition.
Our experienced KMPs and senior management personnel have had significant contributions to our business,
and our success is dependent on their continued service, expert skills, and knowledge. In the event of
resignation or cessation of any individual from our KMPs or senior management playing an active role in our
business and growth plans, we may find it difficult to find a substitute for the talent and skills lost by us.
Opportunities for KMPs and senior management personnel in our industry are immense and it is possible that
we may not be able to retain our existing KMPs and senior management personnel or may fail to attract /retain
new employees at equivalent positions in the future which may adversely affect our business, the results of
operations and financial condition.
62. The present working and future success of our Company is correlated to high performing individuals and
overall skill development of the employees.
The present working and future success of our business significantly depends upon the quality of products
and services provided by us. This quality is directly proportionate to the talent, knowledge and performance
of the human resource hired, retained, and utilized by us. From time to time, it may be difficult to attract and
retain qualified individuals with requisite expertise required for our business demands, and we may not be
able to satisfy the demand for our services because of our inability to successfully hire and retain qualified
personnel. If we are unable to infuse new talent, retain talent or invest in skill development of our human
resources, it may have a material adverse impact on our business, results of operations and our financial
condition.
63. Any future acquisitions, joint ventures, partnerships, strategic alliances, tie-ups or investments could fail
to achieve expected synergies and may disrupt our business and harm the results of operations and our
financial condition.
Our success depends, in part, on our ability to expand our business in response to changing technologies,
customer demands and competitive pressures. We have, in the past, explored and continue to explore
opportunities on our own, through collaborations, tie-ups, strategic alliances, partnerships and joint ventures
across the country and regions of focus. In some circumstances, we may also decide to acquire, or invest in,
complementary technologies instead of internal development. The risks we face in connection with
----------------Page (43) Break----------------
41
acquisitions may include integration of product and service offerings, co-ordination of R&D and marketing
functions and the diversion of management’s time and focus from operating our business to addressing
challenges pertaining to acquisition and integration.
Our failure to address these risks or other problems encountered in connection with our acquisitions and
investments could result in our failure to realise the anticipated benefits of these acquisitions or investments,
cause us to incur unanticipated liabilities, and harm our business generally.
RISK RELATING TO THE ISSUE AND OBJECTS OF THE ISSUE
1. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without
compensation and result in a dilution of Investor’s shareholding.
The Rights Entitlements that are not exercised prior to the Issue Closing Date will expire and become null
and void, and Eligible Equity Shareholders will not receive any consideration in relation to the same. 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 Rights Issue. 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 Rights Issue
with respect to such Rights Entitlements. For details, see “Terms of the Issue” on page 127 of this Letter of
Offer.
2. The deployment of funds raised through this Issue shall not be subject to monitoring by any monitoring
Agency and shall be purely dependent on the discretion of the management of our Company.
Since the size of the Issue is less than ₹10,000 Lakhs, no monitoring agency is required to be appointed by
our Company to oversee the deployment of funds raised through this Issue. The deployment of funds raised
through this Issue, is hence, at the discretion of the management and the Board of Directors of our Company
and will not be subject to monitoring by any independent agency. The Board of Directors of our Company
through Audit Committee will monitor the utilization of the Issue proceeds. Any inability on our part to
effectively utilize the Net proceeds could adversely affect our financials.
3. Our funding requirements and proposed deployment of the Net Proceeds are based on management
estimates and have not been independently appraised and may be subject to change based on various
factors, some of which are beyond our control.
We intend to use the Net Proceeds for the purposes described in “Objects of the Issue” beginning on page 56.
Our funding requirements and deployment of the Net Proceeds are based on internal management estimates
based on current market conditions, and have not been appraised by any bank or financial institution or other
independent agency. Further, in the absence of such independent appraisal, our funding requirements may be
subject to change based on various factors which are beyond our control. We may have to revise funding
requirements due to reasons which may not be within the control of our management. For further details,
please see the chapter titled “Objects of the Issue” on page 56.
Accordingly, prospective investors in the Issue will need to rely upon our management’s judgement with
respect to the use of proceeds. If we are unable to deploy the proceeds of the Issue in a timely or an efficient
manner, it may affect our business and results of operations.
4. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements,
including prior shareholder’s approval
We propose to utilise the Net Proceeds to repay, in full or in part, to augment the capital base and to provide
funds required for increasing our operational scale with respect to our NBFC activities and also for General
corporate purposes. For further details of the proposed objects of the Issue, please refer chapter titled “Objects
----------------Page (44) Break----------------
42
of the Issue” beginning on page 56 of this Letter of Offer. In case of any exigencies arising out of business
conditions, economic conditions, competition, or other factors beyond our control which adversely affect our
business, we may require to use the Net Proceeds to meet any other expenditure which cannot be determined
with certainty as on the date of this Letter of Offer. In terms of the SEBI ICDR Regulations and the Companies
Act, 2013, we cannot undertake any variation in the utilization of the Net Proceeds or in the terms of any
contract as disclosed in this Letter of Offer without obtaining the shareholders’ approval through a special
resolution. In the event of any such circumstances requiring us to undertake variation in the utilisation of the
Net Proceeds disclosed in Letter of Offer, we cannot assure that we will be able to obtain the shareholders’
approval in a timely manner, or at all. Any delay or inability in obtaining such shareholders’ approval may
adversely affect our business.
In light of these factors, we may not be able to undertake variation of objects of the Issue to use any unutilized
proceeds of the Issue, if any, or vary the terms of any contract referred to in the Letter of Offer, even if such
variation is in the interest of our Company. This may restrict our Company’s ability to respond to any change
in our business or financial condition by re-deploying the unutilised portion of Net Proceeds, if any, which
may adversely affect our business and results of operations.
5. Investors shall not have the option to receive Rights Equity Shares in physical form and the Eligible Equity
Shareholders holding Equity Shares in physical form will have no voting rights in respect of Rights Equity
Shares Allotted to them until they provide details of their demat account and Rights Equity Shares are
transferred to such demat account from the demat suspense account thereafter and such Shareholders
may suffer loss in case of sale of their Rights Equity Shares by our Company at the prevailing market
price.
In accordance with the SEBI ICDR Regulations, the Rights Entitlements and Rights Equity Shares shall be
issued and credited only in dematerialized form. Investors will not have the option of getting the allotment of
Equity Shares in physical form. The Rights Equity Shares will be credited to a demat suspense account to be
opened by our Company, in case of Allotment in respect of resident Eligible Equity Shareholders holding
Equity Shares in physical form and who have not provided the details of their demat account to the Registrar
or our Company at least two Working Days prior to the Issue Closing Date. Such Eligible Equity Shareholders are
required to send, among others, details of their demat accounts to our Company or the Registrar within 6 (six)
months from the Allotment Date. Unless and until such Eligible Equity Shareholders provide details of their
demat account and the Rights Equity Shares are transferred from demat suspense account to such demat
accounts thereafter, they will have no voting rights in respect of Rights Equity Shares. For details, please see
the chapter titled “Terms of the Issue” on page 127.
Further, Our Company (with the assistance of the Registrar) shall, after verification of the details of such
demat account by the Registrar, transfer the Rights Equity Shares from the demat suspense account to the
demat accounts of such Eligible Equity Shareholders. In case of non-receipt of such details of demat account,
our Company shall conduct a sale of such Rights Equity Shares lying in the demat suspense account on the
floor of the Stock Exchange at the prevailing market price and remit the proceeds of such sale (net of
brokerage, applicable taxes and administrative and incidental charges) to the bank account mentioned by the
resident Eligible Equity Shareholders in their respective Application Form and from which the payment for
Application Money was made. Proceeds of such sale (net of brokerage, applicable taxes and administrative
and incidental charges) may be higher or lower than the Issue Price paid by such Eligible Equity Shareholders.
We cannot assure you that such proceeds by way of sale of such Rights Equity Shares will be higher than the
Issue Price paid by you, and that you shall not suffer a loss in this regard. Further, in case, bank accounts of
the aforesaid Eligible Equity Shareholders cannot be identified due to any reason or bounce back from such
bank accounts, our Company may use payment mechanisms such as cheques, demand drafts etc. to remit the
proceeds of sale of the Rights Equity Shares to such Eligible Equity Shareholders. If such bank account from
which Application Money was received is closed or non-operational, the sale proceeds will be transferred to
IEPF in accordance with practice on Equity Shares and as per applicable law.
6. There is no guarantee that the Rights Equity Shares issued pursuant to this Rights Issue will be listed on
the Stock Exchange in a timely manner or at all.
In accordance with applicable laws and regulations and the requirements of the Stock Exchange, in principle
and final approvals for listing and trading of the Rights Equity Shares issued pursuant to this Issue will not
be applied for or granted until after the Rights Equity Shares have been issued and allotted. Approval for
listing and trading will require all relevant documents authorising the issuance of Rights Equity Shares to be
submitted. Accordingly, there could be a delay in listing the Rights Equity Shares on the Stock Exchange. If
----------------Page (45) Break----------------
43
there is a delay in obtaining such approvals, we may not be able to credit the Rights Equity Shares allotted to
the Investors to their depository participant accounts or assure ownership of such Rights Equity Shares by the
Investors in any manner promptly after the Issue Closing Date. In any such event, the ownership of the
Investors over Rights Equity Shares allotted to them and their ability to dispose of any such Equity Shares
may be restricted. For further information on issue procedure, please see the chapter titled “Terms of the
Issue” on page 127.
7. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares
of an Indian company are generally taxable in India. The Income Tax Act levies taxes on such long- term
capital gains exceeding ₹ 1.25 lakhs arising from sale of equity shares on or after April 1,2018, while
continuing to such continuing to exempt the unrealised capital gains earned up to January 31, 2018 on such
equity shares subject to specific conditions. Accordingly, you may be subject to payment of long-term capital
gains tax in India, in addition to payment of a securities transaction tax (STT), on the sale of any Equity Shares
held for more than 12 months at the specified rates depending on certain factors, such as whether the sale is
undertaken on or off the Stock Exchange, the quantum of gains and any available treaty relief. STT will be
levied on the seller and/or the purchaser of the Equity Shares and collected by a domestic stock exchange on
which the Equity Shares are sold.
Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be
subject to short-term capital gains tax in India at the rate of 20% as per the Budget 2024 proposed by the
Government. Capital gains arising from sale of the Equity Shares may be partially or completely exempt from
taxation in India in cases where such exemption is provided under a treaty between India and the country of
which the seller is a resident. 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 gains made upon the sale of the Equity Shares.
8. 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 could affect our share price are:
• quarterly variations in the rate of growth of our financial indicators such as earnings per share;
• changes in revenue or earnings estimates or publication of research reports by analysts;
• speculation in the press or investment community;
• general market conditions; and,
• Domestic and international economic, legal and regulatory factors unrelated to our performance.
In addition, the Indian equity share markets have from time-to-time experienced significant price and volume
fluctuations that have affected the market prices for the securities of Indian companies. As a result, investors
may experience a decrease in the value of the Equity Shares regardless of our operating performance or
prospects.
EXTERNAL RISK FACTORS
1. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares.
Indian stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities.
These exchanges have also experienced problems that have affected the market price and liquidity of the
securities of Indian companies, such as temporary exchange closures, broker defaults, settlement delays and
strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time
restricted securities from trading, limited price movements and restricted margin requirements. Further,
disputes have occurred on occasion between listed companies and the Indian stock exchanges and other
regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems
occur in the future, the market price and liquidity of the Equity Shares could be adversely affected.
----------------Page (46) Break----------------
44
2. Political, economic or other factors that are beyond our control may have adversely affect our business
and results of operations.
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 adverse
effects on the market price of securities of companies located in other countries, including India. Negative
economic developments, such as rising fiscal or trade deficits, or a default on national debt, 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. Any of these factors could depress economic
activity and restrict our access to capital, which could have an adverse effect on our business, financial
condition and results of operations and reduce the price of our Equity Shares. Any financial disruption could
have an adverse effect on our business, future financial performance, shareholders’ equity and the price of
our Equity Shares.
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 products or services may be adversely affected by an economic downturn in domestic,
regional, and global economies.
Economic growth is affected by various factors including domestic consumption and savings, balance of trade
movements, namely export demand and movements in key imports, global economic uncertainty and liquidity
crisis, volatility in exchange currency rates, and annual rainfall which affects agricultural production.
Consequently, any future slowdown in the Indian economy could harm our business, results of operations
and financial condition. Also, a change in the government or a change in the economic and deregulation
policies could adversely affect economic conditions prevalent in the areas in which we operate in general and
our business in particular and high rates of inflation in India could increase our costs without proportionately
increasing our revenues, and as such decrease our operating margins.
3. A slowdown in economic growth in India could cause our 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, and our ability to implement our strategy.
Any slowdown in the Indian economy or in the growth of the sectors we participate in could adversely affect
our business, financial performance, and the price of Equity Shares.
4. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate
and tax laws, may adversely affect our business, prospects, and results of operations.
Our business and industry are regulated by different laws, rules and regulations framed by the Central and
State Government. These regulations can be amended or changed at the discretion of the Government.
Changes in the operating environment, including changes in tax law, could impact the determination of our
tax liabilities for any given tax year. Taxes and other levies imposed by the Government of India that affect
our industry include income tax, goods and services tax and other taxes, duties or surcharges introduced from
time to time. The tax scheme in India is extensive and subject to change from time to time. Any adverse
changes in any of the taxes levied by the Government of India may adversely affect our competitive position
and profitability. We cannot assure you that the Government of India may not implement new regulations
and policies which will require us to obtain approvals and licenses from the Government 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 countries in which we operate may
materially and adversely affect our business, results of operations and financial condition. In addition, we
may have to incur expenditure to comply with the requirements of any new regulations, which may also
materially harm our results of operations. Further, changes in capital gains tax or tax on capital market
transactions or sale of shares may affect investor returns.
5. Financial instability in both Indian and international financial markets could adversely affect our results
of operations and financial condition.
----------------Page (47) Break----------------
45
The Indian financial market and the Indian economy are influenced by economic and market conditions in
other countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the
United States and elsewhere in the world in recent years has affected the Indian economy. Although economic
conditions are different in each country, investors’ reactions to developments in one country can have an
adverse effect on the securities of companies in other countries, including India. A loss in investor confidence
in the financial systems of other emerging markets may cause increased volatility in Indian financial markets
and, indirectly, in the Indian economy in general. Any global financial instability, including further
deterioration of credit conditions in the U.S. market, could also have a negative impact on the Indian economy.
Financial disruptions may occur again and could harm our results of operations and financial condition.
The Indian economy is also influenced by economic and market conditions in other countries. This includes,
but is not limited to, the conditions in the United States, Europe, and certain economies in Asia. Financial
turmoil in Asia and elsewhere in the world in recent years has affected the Indian economy. Any worldwide
financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly,
adversely affect the Indian economy and financial sector and its business.
Although economic conditions vary across markets, loss of investor confidence in one emerging economy
may cause increased volatility across other economies, including India. Financial instability in other parts of
the world could have a global influence and thereby impact the Indian economy. Financial disruptions in the
future could adversely affect our business, prospects, financial condition, and results of operations. The global
credit and equity markets have experienced substantial dislocations, liquidity disruptions and market
corrections.
These could include further falls in Stock Exchange indices and greater volatility of markets in general due
to the increased uncertainty. These and other related events could have a significant impact on the global
credit and financial markets as a whole, and could result in reduced liquidity, greater volatility, widening of
credit spreads and a lack of price transparency in the global credit and financial markets. There are also
concerns that a tightening of monetary policy in emerging markets and some developed markets will lead to
a moderation in global growth. In response to such developments, legislators and financial regulators in the
United States and other jurisdictions, including India, have implemented a number of policy measures
designed to add stability to the financial markets. However, the overall long-term impact of these and other
legislative and regulatory efforts on the global financial markets is uncertain, and they may not have had the
intended stabilizing effects. Any significant financial disruption in the future could have an adverse effect on
our cost of funding, loan portfolio, business, future financial performance, and the trading price of the Equity
Shares.
6. Inflation in India could have an adverse effect on our profitability and if significant, on our financial
condition.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India
has experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest
rates and increased costs to our business, including increased costs of salaries, and other expenses relevant to
our business.
High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our
costs. Any increase in inflation in India can increase our expenses, which we may not be able to pass on to
our customers, whether entirely or in part, and the same may adversely affect our business and financial
condition. In particular, we might not be able to reduce our costs or increase our rates to pass the increase in
costs on to our customers. In such case, our business, results of operations, cash flows and financial condition
may be adversely affected.
Further, the GoI has previously initiated economic measures to combat high inflation rates, and it is unclear
whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not
worsen in the future.
7. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise financing.
Any adverse revisions to India’s credit ratings international debt by international rating agencies may
adversely affect our ability to raise additional overseas financing and the interest rates and other commercial
terms at which such additional financing is available. This could have an adverse effect on our ability to fund
our growth on favourable terms or at all, and consequently adversely affect our business and financial
----------------Page (48) Break----------------
46
performance and the price of our Equity Shares.
8. 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,
could adversely affect our results of operations, cash flows or financial condition. Terrorist attacks and other
acts of violence or war may adversely affect the Indian securities markets. 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.
9. General economic conditions in India and globally could adversely affect the results of operations.
The results of operations and financial condition of our Company depend significantly on worldwide
economic conditions and the health of the Indian economy. Various factors may lead to a slowdown in the
Indian or world economy which in turn may adversely impact our Company’s business, financial performance
and operations. Our Company mainly derives revenue from operations in India and the performance and
growth of our business is significantly dependent on the performance of the Indian economy. In the past, the
Indian economy has been affected by global economic uncertainties, liquidity crisis, domestic policies, global
political environment, volatility in interest rates, currency exchange rates, commodity and electricity prices,
volatility in inflation rates and various other factors. Accordingly, high rates of inflation in India could
increase our Company’s employee costs and decrease our operating margins, which could have an adverse
effect on the results of operations.
Further the Indian economy is undergoing many changes and it is difficult to predict the impact of certain
fundamental economic changes on our business. Conditions outside India, such as a slowdown or recession
in the economic growth of other major countries, especially the United States, also have an impact on the
growth of the Indian economy. Additionally, an increase in trade deficit, a downgrading in India’s sovereign
debt rating or a decline in India’s foreign exchange reserves could negatively affect interest rates and liquidity,
which could adversely affect the Indian economy and our Company’s business. A slowdown in the Indian
economy could adversely affect the policy of the Government of India towards the industry in which our
Company operates, which may in turn, adversely affect our financial performance and ability to implement
our business strategy. A loss of investor confidence in other emerging market economies or any worldwide
financial instability may adversely affect the Indian economy, which could materially and adversely affect
our business and the market price of the Equity Shares.
----------------Page (49) Break----------------
47
SECTION IV – INTRODUCTION
THE ISSUE
This Issue has been authorised through a resolution passed by our Board at its meeting held on January 21, 2025
pursuant to Section 62(1)(a) of the Companies Act. The terms and conditions of the Issue including the Rights
Entitlements, Issue Price, Record Date, timing of the Issue and other related matters, have been approved by a
resolution passed by the Board of Directors/ Rights Issue Committee at its meeting held on Monday, June 16,
2025.
The following is a summary of the Issue, and it should be read in conjunction with, and is qualified entirely by,
the information set out in the chapter titled "Terms of the Issue" beginning on page 127 of this Letter of Offer.
Rights Equity Shares to be Issued Up to 2,56,00,000 Rights Equity Shares
Rights Entitlements
Two Rights Equity Shares for every One fully paid-up Equity Shares
held on the Record Date i.e. Friday, July 11, 2025.
Fractional Entitlement The Rights Equity Shares are being offered on a rights basis to Eligible
Equity Shareholders in the ratio of Two Rights Equity Shares for
every One Equity Shares held on the Record Date. Thus fractional
entitlements shall not arise in the Issue.
Record Date Friday, July 11, 2025
Face value per Equity Share ₹10.00/- (Rupees Ten Only) each
Issue Price per Rights Equity Share Issue of up to 2,56,00,000 Rights Equity Shares of face value of ₹10
each of our Company for cash at a price of ₹ 10.50 /- per Rights Equity
Share (including a share premium of ₹ 0.50/- per Rights Equity Share)
aggregating up to ₹2688.00 Lakhs* on a rights basis to the Eligible
Equity Shareholders of our Company in the ratio of Two Rights Equity
Share for every One fully paid-up Equity Shares held by the Eligible
Equity Shareholders on the Record Date i.e. Friday, July 11, 2025.
On Application, Investors will have to pay ₹3.15/- per Rights Equity
Share which constitutes 30% of the Issue Price and the balance ₹7.35/-
per Rights Equity Share which constitutes 70% of the Issue Price, must
be paid, on one or more subsequent Call(s) as determined by our Board
/ Rights Issue Committee at its sole discretion, from time to time.
Issue Size Upto ₹ 2688.00 Lakhs* #Assuming full subscription receipt of all Call Monies with respect to
Rights Equity Shares.
Equity Shares, subscribed, paid-up
and outstanding prior to the Issue 1,28,00,000 Equity Shares of ₹10/- each
Equity Shares outstanding after the
Issue (assuming full subscription
for and Allotment of the Rights
Entitlements)
1,28,00,000 Equity Shares of face value of ₹10 each and
2,56,00,000 partly paid-up Rights Equity Shares of ₹10 each having
paid-up value of ₹3 each
Voting Rights and Dividend The Equity Shares issued pursuant to this Issue shall rank pari passu in all respects with the Equity Shares of our Company.
Scrip details
ISIN: INE242Q01016
BSE: 538834
ISIN of Rights Entitlements: INE242Q20016
ISIN of Rights Equity Share : IN9242Q01014
(Partly Paid-up at the time of application)
Terms of the Issue For more information, please see the chapter titled “Terms of the Issue” beginning on page 127.
Use of Issue Proceeds For more information, please see the chapter titled “Objects of the Issue” beginning on page 56.
Terms of Payment The ₹ 3.15/- will be payable on application, Constitutes 30.00% of the Issue price being ₹ 10.50/- and rest of amount will be called on one or
more subsequent calls within 12 Months from the date of allotment in
the issue.
Please refer to the chapter titled “Terms of the Issue” on page 127 of this Letter of Offer.
----------------Page (50) Break----------------
48
Terms of Payment
Payment Schedule is as follows:
Amount Payable per Rights Equity Shares (1)
Face Value(₹) Premium(₹) Total (₹)
On Application
3.00 0.15 3.15(2)
One or more subsequent Call(s) as determined by our Board and,
or, the Rights Issue Committee, at its sole discretion, from time
to time
7.00 0.35 7.35(3)
Total 10.00 0.50 10.50
(1) For further details on Payment Schedule, see “Terms of the Issue” on page 127 of this Letter of Offer.
(2) Constitutes 30.00 % of the Issue price
(3) Constitutes 70.00 % of the Issue price
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 Indicative Date
On Application
Friday, July 18, 2025
Last Date for On Market Renunciation Rights ** Tuesday, August 12, 2025
Issue Closing Date* Saturday, August 16, 2025
*The Board of Directors or a Rights Issue 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.
----------------Page (51) Break----------------
49
GENERAL INFORMATION
Our Company was originally incorporated as Limited Company in the name of “Meenakshi Enterprises Limited”
under the provisions of the Companies Act, 1956 vide Certificate of` Incorporation dated November 27, 1982
issued by the Registrar of Companies, Tamil Nadu bearing Corporate Identification Number
U51102TN1982PLC009711. Subsequently, our Company was listed on Bombay Stock Exchange on 17th
December, 2014 bearing Corporate Identification Number L51102TZ1982PLC029253, scrip code – 538834 and
ISIN - INE242Q01016. Our Company has changed its name to JMJ Fintech Limited through postal ballot by
shareholders dated 16th July, 2022.
Registered Office of our Company
JMJ Fintech Limited
Shop No. 3, 1st Floor, Adhi Vinayaga Complex,
No. 3, Bus Stand, Gopalsamy Temple Street,
Ganapaty, Coimbatore, Ganapathy, Coimbatore,
Coimbatore North, Tamil Nadu, India-641006
Telephone: +91 7395922291,
E-mail: investor@jmjfintechltd.com
Website: www.jmjfintechltd.com,
CIN: L51102TZ1982PLC029253,
Registration Number: 029253
Change in Registered Office of our Company
Upon incorporation, the Registered Office of our Company was situated at Plot No. Portion No. F, Door No. 24,
2nd Floor, Venkata Maistry Street, Mannady, Chennai, Tamil Nadu-600001. Thereafter our company has changed
its Registered Office vide RD, Tamil Nadu order dated May 12, 2023 and consequently, Fresh Certificate of
incorporation issued by ROC, Coimbatore dated August 23, 2023, the particulars of the same are set forth below:
Address: Shop No. 3, 1st Floor, Adhi Vinayaga Complex, No. 3, Bus Stand, Gopalsamy Temple
Street, Ganapaty, Coimbatore, Ganapathy, Coimbatore, Coimbatore North, Tamil Nadu,
India-641006
Address of the ROC
Our Company is registered with the ROC, Coimbatore which is situated at the following address:
Registrar of Companies, Coimbatore
No.7, AGT Business Park, I Floor, Phase II, Avinashi Road, Civil Aerodrome Post, Coimbatore- 641014, Tamil Nadu, India
Board of Directors of our Company
Set forth below are the details of our Board of Directors as on the date of this Letter of Offer:
Name Age Designation Address DIN
JOHNY MADATHUMPADY
LONAPPAN 73
Executive
Chairman
Madathumpady House, Shanthi Lane,
Cheroor, P.O Thrissur, Kerala-680008
00017895
SIVADAS CHETTOOR 68 Director Sivam, Salamath Nagar, Near Civil Station, Palakkad, Kerala- 678001 01773249
JULIE GEORGE VARGHESE 37 Director
Chithralayam, Esm Colony,
Kulathupuzha, Kollam, Kerala-
691310
07427929
JOJU MADATHUMPADY JOHNY 49 Managing Director Madathumpady House, Shanthi Lane, Cheroor, P.O Thrissur, Kerala-680008 02712125
VELAYUDHANPILLAI
HARIKUMAR 61 Director
Mavelil No 4, Perunna, Perumbuzha
Kadavu Road, Changanssery,
Kottayam, Kerala-686102
10450411
For a detailed profile of our directors, please refer to the chapter titled “Our Management” on page 95 of this Letter of
Offer.
----------------Page (52) Break----------------
50
Company Secretary and Compliance Officer:
Mrs. Vidya Damodaran,
JMJ Fintech Limited
Shop No. 3, 1st Floor, Adhi Vinayaga Complex, No. 3,
Bus Stand, Gopalsamy Temple Street, Ganapaty,
Coimbatore, Ganapathy, Coimbatore,
Coimbatore North, Tamil Nadu-641006
Telephone: +91 7395922291,
E-mail: investor@jmjfintechltd.com,
Website: www.jmjfintechltd.com
Registrar to the Issue
Purva Sharegistry (India) Private Limited
9, Shivshakti Ind. Estate J R Boricha Marg,
Lower Parel (East), Mumbai, Maharashtra-400011,
Telephone: +91 022 49614132,
Email: newissue@purvashare.com,
Website: www.purvashare.com
Investor Grievance Email: newissue@purvashare.com ;
Contact Person: Ms. Deepali Dhuri
SEBI Registration Number: INR000001112,
CIN: U67120MH1993PTC074079
Investors may contact the Registrar to the Issue or our Company Secretary and Compliance Officer for any pre-
Issue or post-Issue related matters. All grievances relating to the ASBA process may be addressed to the Registrar
to the Issue, with a copy to the SCSB, 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 of Rights Equity Shares applied for,
amount blocked, ASBA Account number and the Designated Branch of the SCSB where the Application Forms,
or the plain paper application, as the case may be, was submitted by the Investors along with a photocopy of the
acknowledgement slip. For details on the ASBA process, please see the section entitled “Terms of the Issue” on
page 127 of this Letter of Offer.
Statutory Auditors of our Company
M/s Mahesh C. Solanki & Co.,
Chartered Accountants
803, Airen Hights, PU-3, Opp. Malhar Mega Mall,
A. B. Road, Indore-452 010,
Telephone: +91-731-4067929, Email: info@mcsca.com
Contact Person: CA Vinay Kumar Jain
Firm Registration Number: 006228C,
Peer Review Certificate Number: 016526
Expert
Except as stated below, our Company has not obtained any expert opinion:
Our Company has received a written consent from our Statutory Auditors, M/s Mahesh C. Solanki & Co.,
Chartered Accountants, to include their name in this Letter of Offer and as an “expert”, as defined under Section
2(38) of the Companies Act 2013, to the extent and in their capacity as statutory auditors of our Company and in
respect of the inclusion of (i) the Audited Standalone Financial Statements of the Company for the Fiscal Year
2025 and their audit report thereon dated April 22, 2025; (ii) Unaudited Standalone Financial Results for the nine
months period ended December 31, 2024 and their limited review report thereon dated February 05, 2025; and (iii)
the statement of special tax benefits dated January 24, 2025 included in this Letter of Offer, and such consent has
not been withdrawn as of the date of this Letter of Offer. However, the term “expert” shall not be construed to
mean an “expert” as defined under the Securities Act.
----------------Page (53) Break----------------
51
Bankers to the Issue and Refund Bank
Kotak Mahindra Bank Limited
Intellion Square, 501, 5th Floor, A Wing,
Infinity IT Park, Gen. A.K. Vaidya Marg,
Malad-East, Mumbai-400097.
Telephone: +912269410636
Contact Person: Mr. Siddhesh Shirodkar
E-Mail: cmsipo@kotak.com
Website: www.kotak.com
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 the website
of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and as
updated from time to time. For a list of branches of the SCSBs named by the respective SCSBs to receive the
ASBA Forms from the Designated Intermediaries, please refer to the above-mentioned link.
Credit rating
As the proposed Issue is of Rights Equity Shares, the appointment of a credit rating agency is not required.
Debenture Trustee
As the proposed Issue is of Rights Equity Shares, the appointment of debenture trustee is not required.
Monitoring Agency
Since the size of the Issue is less than ₹10,000 Lakhs, our Company is not required to appoint a monitoring agency
in relation to this Issue.
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 or any other independent agency.
Underwriting
This Issue is not underwritten and our Company has not entered into any underwriting arrangement.
Minimum Subscription
The objects of this Issue are to augment the capital of the Company, Further, our Promoters and our Promoter Group have
undertaken that they will subscribe to the full extent of their Rights Entitlements and that they shall not renounce their Rights
Entitlements except to the extent of renunciation by any of them in favour of any other member of our Promoter Group
subject to the aggregate shareholding of our Promoters and our Promoter Group being compliant with the minimum public
shareholding requirements under the SCRR and the SEBI Listing Regulations. Accordingly, in terms of Regulation 86 of
the SEBI ICDR Regulations, the requirement of minimum subscription is not applicable to the Issue.
Any participation by our Promoters and our Promoter Group, over and above their Rights Entitlements, shall not
result in a breach of the minimum public shareholding requirements prescribed under applicable law.
In terms of Regulation 86 of the SEBI ICDR Regulations, the requirement of minimum subscription of 90% is not
applicable to the Issue.
Filing
This Letter of Offer is being submitted to the Stock Exchange i.e., BSE Limited, in accordance with the SEBI
ICDR Regulations.
----------------Page (54) Break----------------
52
Issue Schedule
Event Indicative Date
Last Date for credit of Rights Entitlements On or before Wednesday, July 16, 2025
Issue Opening Date Friday, July 18, 2025
Last Date for On Market Renunciation of Rights
Entitlements*
Tuesday, August 12, 2025
Issue Closing Date# Saturday, August 16, 2025
Finalisation of Basis of Allotment (on or about) Friday, August 22, 2025
Date of Allotment (on or about) Friday, August 22, 2025
Date of credit (on or about) Saturday, August 30, 2025
Date of listing (on or about) Tuesday, September 02, 2025
*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.
#Our Board or the Rights Issue Committee 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 (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any
Applicant after the Issue Closing Date.
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 two Working Days prior to the Issue
Closing Date, i.e., Wednesday, August 13, 2025 to enable the credit of the Rights Entitlements by way of transfer
from the demat suspense escrow account to their respective demat accounts, at least one day before the Issue
Closing Date, i.e., Thursday, August 14, 2025.
Investors are advised to ensure that the Applications are submitted on or before the Issue Closing Date. Our
Company or the Registrar to the Issue will not be liable for any loss on account of non- submission of Applications
on or before the Issue Closing Date. Further, it is also encouraged that the applications are submitted well in
advance before Issue Closing Date. For details on submitting Application Forms, see “Terms of the Issue”
beginning on page 127 of this Letter of Offer.
Please note that if no Application is made by the Eligible Equity Shareholders of Rights Equity Shares on or before
Issue Closing Date, the Rights Entitlements of such Eligible Equity Shareholders shall get lapsed and shall be
extinguished after the Issue Closing Date. No Rights Equity Shares for such lapsed Rights Entitlements will be
credited, even if such Rights Entitlements were purchased from market and purchaser will lose the amount paid
to acquire the Rights Entitlements. Persons who are credited 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 Issue.
The details of the Rights Entitlements with respect to each Eligible Equity Shareholders can be accessed by such
respective Eligible Equity Shareholders on the website of the Registrar at www.purvashare.com after keying in
their respective details along with other security control measures implemented there at. For further details, see
“Terms of the Issue - Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders”
beginning on page 139 of this Letter of Offer.
----------------Page (55) Break----------------
53
CAPITAL STRUCTURE
The share capital of our Company as on the date of this Letter of Offer is set forth below:
(₹ in Lakhs, except the shares data)
Particulars Aggregate value at
face value
Aggregate value at
Issue Price
A. AUTHORIZED SHARE CAPITAL
4,00,00,000 Equity Shares of ₹ 10/- each(*) 4000.00 NA
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE
1,28,00,000 Equity Shares of ₹ 10/- each 1280.00 NA
C.
PRESENT ISSUE BEING OFFERED TO THE
EXISTING EQUITY SHAREHOLDERS
THROUGH THIS LETTER OF OFFER(1)
Up to 2,56,00,000 partly paid-up Right Equity Shares,
each at a premium of ₹ 0.50/- Per Right Equity Shares,
i.e. at a price of ₹ 10.50/- Per Right Equity Shares(2)
2560.00 2688.00
D. ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL AFTER THE ISSUE(3)
3,84,00,000 Equity Shares of face Value ₹ 10/- each,
fully paid-up(1)
3840.00 NA
E. SUBSCRIBED AND PAID-UP EQUITY SHARE
CAPITAL
1,28,00,000 Fully paid-up Equity Shares of ₹ 10 each. 1280.00
2,56,00,000 Partly paid-up Equity Shares of ₹10 each
(₹ 3 paid-up) (4)
2560.00
F. SECURITIES PREMIUM ACCOUNT
Before the Issue 154.00
After the Issue(2) 282.00
(*) The Company has issued a postal ballot notice dated November 27 2024 and corrigendum dated
December 10, 2024 to the notice dated November 27, 2024 for increasing its authorised share capital from Rs.
25,00,00,000/ (Rupees Thirty-Five Crores only) divided into 2,50,00,000 (Two Crores fifty lakh) shares of face
value of Rs. 10/-(Rupees ten only) each to Rs. 40,00,00,000/- (Forty Crores only) divided into 4,00,00,000/-
(Four Crores) shares of face value of Rs. 10 /-(Rupees ten only) each ranking pari passu in all respect with the
existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.
1) The Issue has been authorised by a resolution of our Board passed at its meeting held on January 21,
2025 pursuant to Section 62(1)(a) of the Companies Act, 2013 and other applicable provisions.
2) On Application, Investors will have to pay ₹3.15/- per Rights Equity Share which constitutes 30.00% of the
Issue Price and the balance ₹7.35/-per Rights Equity Share which constitutes 70.00% of the Issue Price, will
have to be paid, on Calls, as determined by our Board / Rights Issue Committee at its sole discretion from
time to time.
3) Assuming full subscription by the Eligible Equity Shareholders of the Rights Equity Shares.
4) Assuming full payment of all Call Monies by holders of Rights Equity Shares.
Notes to the Capital Structure:
1. Our Company does not have any employee stock option scheme or employee stock purchase scheme.
2. Our Company does not have any outstanding warrants, options, convertible loans, debentures or any other
securities convertible at a later date into Equity Shares, as on the date of this Letter of Offer, which would
entitle the holders to acquire further Equity Shares
3. All the Equity Shares of our Company are fully paid-up and there are no partly paid up Equity Shares
outstanding as on the date of this Letter of Offer. Further, the Rights Equity Shares, when allotted under
----------------Page (56) Break----------------
54
the Issue, shall be partly paid up.
4. Shareholding of Promoter and Promoter Group:
The details of Equity Shares held by the Promoter and Promoter Group including the details of lock-in, pledge
and encumbrance on such Equity Shares as on the date of this Letter of Offer are set forth below:
Share
ho lding
as
a % of
total no.
of
shares
(calcula
ted as
per
SCRR,
1957)
Details of Equity
Shares
pledged/encumbered
Details of
Equity Shares
locked-in
Sr.
No.
Name of the Promoter
& Promoter Group
No. of fully
paid up Equity
Shares held
No. of
Equity
Shares
% of
total
shares
held
No. of
Equity
Shares
% of
total
share
s held
1 Johny M L 18,52,560 14.47 - - - -
2 Joju Madathumpady
Johny
2,000 0.02 - - 2,000 0.02
3 Shiny Joju 2,000 0.02 - - 2,000 0.02
Total 18,56,560 14.51 - - 4,000 0.04
The Promoters or members of the Promoter Group have not acquired any Equity Shares of our Company in
the year immediately preceding the date of filing of this Letter of Offer with the Stock Exchange except Mr.
Joju Madathumpady Johny and Mrs. Shiny Joju were allotted with 2000 shares each on 04.10.2024 as part of
preferential allotment.
5. Intention and extent of participation in the Issue by the Promoter and Promoter Group
Our Promoters and members of the Promoter Group vide their respective letters dated February 17, 2025 have
confirmed that they along with the promoter group intend to subscribe in the issue, to the full extent of their
Rights Entitlements and have also confirmed that they shall not renounce their Rights Entitlements (except to
the extent of renunciation by any of them in favour of Promoter or member of the Promoter Group).
Further, they reserve the right to apply for, and subscribe to, additional Rights Equity Shares, including
subscribing to the unsubscribed portion (if any), subject to compliance with the minimum public shareholding
requirement prescribed under the SCRR and the SEBI Listing Regulations.
The acquisition of Rights Equity Shares by our Promoters and our Promoter Group, over and above its Rights
Entitlements shall not result in a change of control of the management of our Company and shall be in
compliance with the SEBI SAST Regulations. 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
the Applicable Law.
6. The ex-rights price per Rights Equity Shares, as computed in accordance with Regulation 10(4)(b) of the
SEBI Takeover Regulations is ₹15.76 per equity share.
7. At any given time, there shall be only one denomination of the Equity Shares.
8. Shareholding pattern of our Company as per the last quarterly filing with the Stock Exchange is
in compliance with the SEBI Listing Regulations:
• The shareholding pattern of our Company as on March 31, 2025, can be accessed on the
website of the BSE at https://www.bseindia.com/stock-share-price/jmj-fintech-
ltd/jmjfin/538834/shareholding-pattern/
• Statement showing holding of Equity Shares of the Promoters and Promoter Group including
----------------Page (57) Break----------------
55
details of lock-in, pledge of and encumbrance thereon, as on March 31, 2025, can be accessed
on the website of the BSE at:
https://www.bseindia.com/corporates/shpPromoterNGroup.aspx?scripcd=538834&qtrid=125
.00&QtrName=March%202025
• Details of the Shareholders holding more than 1% of the issued, subscribed, and paid-up
Equity Share capital. The details of shareholders of our Company holding more than 1% of
the issued, subscribed and paid -up Equity Share capital of our Company, as on March 31,
2025, are available at the website of BSE
https://www.bseindia.com/corporates/shpPublicShareholder.aspx?scripcd=538834&qtrid=12
5.00&QtrName=March%202025
----------------Page (58) Break----------------
56
OBJECTS OF THE ISSUE
We intend to utilize the gross proceeds raised through the Issue (the “Gross Proceeds”) after deducting the Issue
related expenses (“Net Proceeds”) for the following objects (collectively, referred to as the “Objects”):
• To augment our capital base and provide for our fund requirements for increasing our operational scale with
respect to our NBFC activities; and
• General Corporate Purposes.
(Collectively, referred to as the “Objects”)
The main object clause and matters necessary for furtherance of the main objects of our MoA enable our Company
to undertake its existing activities and the activities carried out by our Company since its incorporation until now
are valid in terms of the objects clause of our MoA. The loans availed by our Company which are proposed to be
repaid in full or in part, from the Net Proceeds, are for activities carried out by us are enabled by the objects clause
of our MoA.
Details of Net Proceeds from the Issue
The details of the Issue Proceeds are set forth in the following table:
(₹ in lakhs)
Particulars Estimated Amount
Gross proceeds to be raised through the Issue* Upto 2688.00
Less: Issue related expenses
116.00
Net Proceeds 2572.00
* Assuming full subscription in the Issue and subject to the finalisation of the basis of allotment and the allotment
of the Rights Equity Shares.
Requirement of Funds and Utilization of Net Proceeds
The Net Proceeds are proposed to be utilised in accordance with the details set forth in the following table:
(₹ in lakhs)
Sr.
No. Particulars
Estimated
Amount
1 To augment our capital base and provide for our fund requirements for increasing
our operational scale with respect to our NBFC activities
Upto 1900.00
2 General corporate purposes* 672.00
Net Proceeds 2572.00
*The amount to be utilized towards General Corporate Purposes will not exceed 25% of the Gross Proceeds.
Schedule of Implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of
implementation and deployment of funds set forth in the following table:
(₹ in lakhs)
Sr.
No.
Particulars
Amount to
be funded
from the
Net
Proceeds
Estimated
deployment in FY
2025-26
1 To augment the capital base of our Company Upto
1900.00 Upto 1900.00
2. General corporate purposes* 672.00 672.00
Net Proceeds^ 2572.00 2572.00
*Subject to finalisation of the basis of Allotment and the allotment of the Rights Equity Shares. The amount to
----------------Page (59) Break----------------
57
be utilized for General Corporate Purposes will not exceed 25% of the Gross Proceeds.
^Assuming full subscription in the Issue and subject to the finalisation of the Basis of Allotment and to be
adjusted per the Rights Entitlement ratio.
The funding requirements mentioned above are based on the internal management estimates of our Company and
have not been appraised by any bank, financial institution or any other external agency. They are based on current
circumstances of our business and our Company may have to revise its estimates from time to time on account of
various factors beyond its control, such as market conditions, competitive environment and interest or exchange
rate fluctuations. Consequently, the funding requirements of our Company and deployment schedules are subject to
revision in the future at the discretion of our management, subject to applicable law. If additional funds are required
for the purposes as mentioned above, such requirements may be met through internal accruals, additional capital
infusion, debt arrangements or any combination of them, subject to compliance with applicable laws. Further, in
case the Net Proceeds are not completely utilised in a schedule Fiscal Year due to any reason, the same would be
utilised (in part or full) in the next Fiscal Year/ subsequent period as may be determined by our Board, in accordance
with the applicable laws. Our Company proposes to meet the funding requirements for the proposed Objects of the
Issue from the Net Proceeds. Therefore, pursuant to Regulation 62(1)(c) of the SEBI ICDR Regulations, our
Company is not required to make firm arrangement of finance through verifiable means towards at least 75% of the
stated means of finance, excluding the amount to be raised from the Issue. For further details, please see the section
titled “Risk factors - The deployment of funds raised through this Issue shall not be subject to monitoring by any
monitoring Agency and shall be purely dependent on the discretion of the management of our Company” on page
41.
If the actual utilisation towards any of the Objects is lower than the proposed deployment, such balance will be
used for future growth opportunities including funding other existing objects, if required and towards general
corporate purposes to the extent that the total amount to be utilised towards general corporate purposes will not
exceed 25% of the Gross Proceeds in accordance with the SEBI ICDR Regulations.
Means of Finance
Our Company proposes to meet the entire requirement of funds for the Objects from the Net Proceeds and hence,
the requirement to make firm arrangements of finance through verifiable means towards 75% of the stated means
of finance, excluding the amount to be raised through the Issue is not applicable.
Details of the Objects of the Issue
1. To Augment Capital Base and Expand NBFC Operations
Our Company, a RBI-registered NBFC, primarily focuses on providing financial services, particularly to rural population
and small businesses in both the corporate and non-corporate sectors. The company plans to strengthen its capital base by
raising Rs. 1900.00 lakhs through this Issue. The funds will be utilized to scale up its NBFC activities, including expanding
its financing business to fund fresh loans for corporate customers.
The company intends to broaden its loan portfolio by targeting more geographies and customers with a proven credit track
record. Loans, both secured and unsecured, will be advanced based on risk profiles and in accordance with the company’s
loan policy. Additionally, to capitalize on market opportunities, the company may make investments in the form of debt or
equity, either directly or indirectly. Investments will be pursued across diverse markets and business stages, encompassing
both listed and unlisted entities. The management’s approach may include driving strategic changes or forming partnerships
with existing owners.
It is specifically noted that no portion of the funds raised specifically for this objective will be used to provide loans to the
company’s Promoters, Subsidiaries, Associates, Group Companies, or Promoter Group Companies.
2. General Corporate Purposes
We intend to deploy ₹672.00 Lakhs from the Net Proceeds towards General Corporate Purposes. In terms of Regulation
62(2) of the SEBI (ICDR) Regulations, the extent of the Issue Proceeds proposed to be used for General Corporate
Purposes shall not in the aggregate exceed 25% of the Gross Proceeds of the Issue. Our Board will have flexibility in
applying the balance amount after utilizing the amount for acquisition of business targets towards:
• Repayment of outstanding loans.
----------------Page (60) Break----------------
58
• Working capital requirements.
• Capital expenditures and growth initiatives, including strategic acquisitions.
• Operational expenses such as salaries, administration costs, and insurance premiums.
• Any exigencies or opportunities that arise in the course of business operations.
And any other purpose as may be approved by the Board or a duly appointed committee from time to time, subject to
compliance with the necessary provisions of the Companies Act, 2013.
Issue Expenses
The total expenses of the Issue are estimated to be approximately ₹116.00 Lakhs. The break-up of the Issue expenses is
as follows:
Particulars
Estimat
ed
Expenses
(₹ in
lakhs)
%
of
Estimate
d
Issue
Relate
d
Expense
s
%
of
Estima
ted
Issue
Size
Fees of Registrar to the Issue 6.81 5.87 0.25
Fees of Legal Advisor 17.70 15.26 0.66
Other professional service providers and statutory fees 25.11 21.64 0.93
Fees payable to regulators, including depositories,
Stock Exchange, and SEBI 15.50 13.36 0.58
Statutory Advertising, Marketing, Printing and
Distribution 50.00 43.10 1.86
Other expenses (including miscellaneous expenses
and
stamp duty)
0.89 0.76 0.03
Total estimated Issue expenses* 116.00 100.00 4.32
* Assuming full subscription, subject to receipt of Call Monies with respect to Rights Issue, finalization of Basis of
Allotment and actual Allotment.
All Issue related expenses will be paid out of the Gross Proceeds from the Issue. In case of any difference between the
estimated Issue related expenses and actual expenses incurred, the shortfall or excess shall be borne by the Company
from the general corporate purposes.
Interim Use of Funds
Our Company, in accordance with the policies formulated by our Board from time to time, will have flexibility to
deploy the Net Proceeds. However, our Company shall deposit the Net Proceeds, pending utilisation of the Net
Proceeds for the purposes described above, by depositing in one or more scheduled commercial banks (as included
in the second schedule to the Reserve Bank of India Act, 1934) or in any such other manner as permitted under
the SEBI ICDR Regulations.
Bridge Loan
We have not raised any bridge loans which are required to be repaid from the Net Proceeds.
Monitoring Utilization of Funds from Issue
Since the Issue Size is less than ₹ 10,000 lakhs, in terms of Regulation 82 of the SEBI ICDR Regulations, our
Company is not required to appoint a monitoring agency for the purposes monitoring the utilisation of Net
Proceeds by our Company. As required under Regulation 18 of the SEBI Listing Regulations, the Audit
Committee of the Board shall monitor the utilization of the proceeds of the Issue. We will disclose the details of
the utilization of the Net Proceeds of the Issue, including interim use, under a separate head in our financial
statements specifying the purpose for which such proceeds have been utilized or otherwise disclosed as per the
disclosure requirements.
----------------Page (61) Break----------------
59
As per the requirements of Regulations 18(3) read with Part C of Schedule II of the SEBI Listing Regulations, we
will disclose to the Audit Committee the required details of utilisation/applications of funds on a quarterly basis
as part of our quarterly declaration of results. Further, on an annual basis, we shall prepare a statement of funds
utilized for purposes other than those stated in the Letter of Offer and place it before the Audit Committee. The
said disclosure shall be made till such time that the Gross Proceeds raised through the Issue have been fully spent.
The statement shall be certified by our Auditor.
Further, in terms of Regulation 32 of the SEBI Listing Regulations, we will furnish to the Stock Exchange on a
quarterly basis, a statement indicating material deviations, if any, in the use of proceeds from the Objects stated
in this Letter of Offer. Further, this information shall be furnished to the Stock Exchange along with the interim
or annual financial results submitted under Regulations 33 of the SEBI Listing Regulations and be published in
the newspapers simultaneously with the interim or annual financial results, after placing it before the Audit
Committee in terms of Regulation 18 of the SEBI Listing Regulations.
Appraising entity
None of the Objects for which the Net Proceeds will be utilized have been appraised by any agency.
Strategic and Financial Partners
There are no strategic or financial partners to the Objects.
Variation in Objects
In accordance with applicable provisions of the Companies Act, 2013 and applicable rules, except in
circumstances of business exigencies, our Company shall not vary the Objects of the Issue without our Company
being authorised to do so by the Shareholders by way of a special resolution through postal ballot. In addition, the
notice issued to the Shareholders in relation to the passing of such special resolution (the ‘Postal Ballot Notice’)
shall specify the prescribed details as required under the Companies Act and applicable rules. The Postal Ballot
Notice will simultaneously be published in the newspapers, one in English and one in the vernacular language of
the jurisdiction where the Registered Office is situated. For details, see ‘Risk Factors - Any variation in the
utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior
shareholder’s approval.’ on page 41.
Key Industry Regulations
No additional provisions of any acts, regulations, rules and other laws are or will be applicable to the Company
for the Objects.
Other Confirmations
No part of the Net Proceeds will be paid by our Company as consideration to our Promoters, any members forming
part of the Promoter Group, Directors and Key Managerial Personnel of our Company.
Our Promoters, members forming part of the Promoter Group and our Directors do not have any interest in the
Objects, and there are no material existing or anticipated transactions in relation to utilization of the Net Proceeds
with our Promoters, members forming part of the Promoter Group, Directors or Key Managerial Personnel or
Senior Management Personnel.
----------------Page (62) Break----------------
60
STATEMENT OF SPECIAL TAX BENEFITS
To,
The Board of Directors,
Shop No 3, 1St Floor, Adhi Vinayaka Complex ,
No 3 B.S, Gopalasamy Temple Street,
Coimbatore-641006,
Tamil Nadu, India
Dear Sirs,
Subject: Proposed rights issue of equity shares of face value of ₹ 10 each (the “Equity Shares” and such
offering, the “Issue”) of JMJ Fintech Limited (the “Company”) pursuant to Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI Regulations”) and the
Companies Act, 2013, as amended (the ‘Act’).
We report that the enclosed statement in the Annexure, states the possible special tax benefits under direct tax laws
i.e. Income tax Rules, 1962 including amendments made by the Finance Act, 2020 (hereinafter referred to as “IT
Act”), and indirect tax laws i.e. 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, the rules and regulations, circulars and notifications issued there under, Foreign Trade Policy presently
in force in India, available to the Company and its shareholders. Several of these benefits are dependent on the
Company, its shareholders as the case may be, fulfilling the conditions prescribed under the relevant provisions of
the statute. Hence, the ability of the Company, its shareholders to derive the special tax benefits is dependent upon
their fulfilling such conditions, which based on business imperatives the Company and its shareholders faces in
the future, the Company and its shareholders may or may not choose to fulfill.
The benefits discussed in the enclosed Statement cover only special tax benefits available to the Company and to
the shareholders of the Company and are not exhaustive and also do not cover any general tax benefits available to
the Company. Further, any benefits available under any other laws within or outside India have not been examined
and covered by this Statement.
The benefits discussed in the enclosed Annexure are not exhaustive. This 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 Issue. Neither are we suggesting nor advising the investor to invest in the Issue based on this statement.
The contents of the enclosed statement are based on information, explanations and representations obtained from
the Company and on the basis of our understanding of the business activities and operations of the Company.
We also consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act, 2013, read
with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder and included in
the Letter of Offer (“LOF”) of the Company or in any other documents in connection with the Issue (“Offer
Documents”).
We hereby give consent to include this statement of special tax benefits in the Offer Documents and in any other
material used in connection with the Issue.
We confirm that while providing this certificate, we have complied with the Code of Ethics issued by the Institute
of Chartered Accountants of India. We have complied with the relevant applicable requirements of the Standard on
Quality Control (SQC) 1, ‘Quality Control for Firms that Perform Audits and Reviews of Historical Financial
Information, and Other Assurance and Related Services Engagements,’ issued by the ICAI.
This certificate is issued for the sole purpose of the Issue, and can be used, in full or part, for inclusion in the Offer
Documents and any other material used in connection with the Issue, and for the submission of this certificate as
may be necessary, to any regulatory / statutory authority, recognized stock exchanges, any other authority as may
be required and/or for the records to be maintained by the Company in connection with the Issue and in accordance
with applicable law, and for the purpose of any defense the Company may wish to advance in any claim or
proceeding in connection with the contents of the Offer Documents.
----------------Page (63) Break----------------
61
This certificate may be relied on by the Company their affiliates and the Legal Counsel in relation to the Issue.
We undertake to immediately update you, in writing, of any changes in the above-mentioned information until the
date the Equity Shares issued pursuant to the Issue commence trading on the recognized stock exchanges. In the
absence of any such communication, you may assume that there is no change in respect of the matters covered in
this certificate until the date the Equity Shares commence trading on the recognized stock exchanges.
Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the
revenue authorities/courts will concur with the 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. We shall not be liable to the Company for any claims, liabilities or expenses
relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to
have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect
of this Statement.
This statement is solely for your information and not intended for general circulation or publication and is not to be
reproduced or used for any other purpose without our prior written consent, other than for inclusion of extracts of
this statement in the Letter of Offer and submission of this statement to the Securities and Exchange Board of India,
the stock exchange where the Equity Shares of the Company are proposed to be listed, in connection with the
proposed Issue, as the case may be.
Yours faithfully,
For and behalf of Mahesh C. Solanki & Co.,
Chartered Accountants
Firm’s Registration Number: 006228C
Sd/-
Vinay Kumar Jain
Partner
Membership No.: 232058
UDIN: 25232058BMKUTI4076
Date: January 24, 2025
Place: Chennai
Encl.: As above
----------------Page (64) Break----------------
62
ANNEXURE I
STATEMENT OF TAX BENEFITS
To,
The Board of Directors
M/s. JMJ Fintech Limited
Shop No 3, 1St Floor, Adhi Vinayaka Complex ,
No 3 B.S, Gopalasamy Temple Street,
Coimbatore-641006,
Tamil Nadu, India.
Re: Rights issue of equity shares of face value of ₹10 each (“Equity Shares”) of M/s. JMJ Fintech Limited
(“Company” and such offering, the “Issue”) pursuant to Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018 (“SEBI Regulations”) and the Companies Act, 2013, as amended
(the ‘Act’).
We M/s. Mahesh C Solanki & Co., Chartered Accountants, an Independent Chartered Accountant, hereby confirm that the
enclosed Annexure states the possible special tax benefits available to the Company and to the shareholders of the Company
under the Income-tax Act, 1961 and Income tax Rules, 1962 including amendments made by Finance Act 2020 (hereinafter
referred to as “IT Act”), 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, the rules
and regulations there under, Foreign Trade Policy, presently in force in India under the respective tax laws of their country
as on the signing date, for inclusion in the Letter of Offer (“LOF”) of the Company or in any other documents in connection
with the Issue (“Offer Documents”) for the proposed rights issue of the Company to the existing shareholders. These
benefits are dependent on the Company or the shareholders of the Company fulfilling the conditions prescribed under the
relevant provisions of the Tax Laws. Hence, the ability of the Company or the shareholders of the Company to derive the
special tax benefits is dependent upon fulfilling such conditions, which is based on business imperatives the Company may
face in the future and accordingly, the Company or the shareholders of the Company may or may not choose to fulfill.
The benefits discussed in the enclosed Statement cover only special tax benefits available to the Company and to the
shareholders of the Company and are not exhaustive and also do not cover any general tax benefits available to the
Company. Further, any benefits available under any other laws within or outside India have not been examined and covered
by this Statement.
Further, the preparation of the enclosed Statement and its contents was the responsibility of the management of the
Company. We were informed that this 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 proposed Issue.
We have conducted our examination in accordance with the ‘Guidance Note on Reports or Certificates for Special Purposes
(Revised 2016)’ (‘the Guidance Note’) issued by the Institute of Chartered Accountants of India (‘ICAI’). The Guidance
Note requires that we comply with ethical requirements of the Code of Ethics issued by the ICAI.
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.
We do not express any opinion or provide any assurance as to whether:
• the Company or the shareholders of the Company will continue to obtain these benefits in future; or
• the conditions prescribed for availing the benefits, where applicable, have been / would be met with.
The contents of the enclosed Statement are based on the information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company. Our views
----------------Page (65) Break----------------
63
expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue
authorities/courts will concur with the 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. We shall not be liable to the Company for any claims, liabilities or expenses relating to this
assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily
from bad faith or intentional misconduct. We will not be liable to any other person in respect of this Statement.
This statement is solely for your information and not intended for general circulation or publication and is not to be
reproduced or used for any other purpose without our prior written consent, other than for inclusion of extracts of this
statement in the Offer Documents and submission of this statement to the Securities and Exchange Board of India, the
stock exchanges where the Equity Shares of the Company are proposed to be listed, in connection with the proposed Issue,
as the case may be.
----------------Page (66) Break----------------
64
ANNEXURE I
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS:
STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY AND TO
THE SHAREHOLDERS OF THE COMPANY:
I. Special tax benefits available to the Company:
1. Concessional rate of tax under Section 115BAA of the IT Act
Section 115BAA of the IT Act, as inserted vide The Taxation Laws (Amendment) Act, 2019, provides that domestic
company can opt to pay tax at a rate of 22% (plus applicable surcharge and education cess) for the financial year
2019-20 onwards, provided the total income of the company is computed without claiming certain specified
deductions or set–off of losses, depreciation etc., and claiming depreciation determined in the prescribed manner. In
case a company opts for
section 115BAA of the IT Act, provisions of Minimum Alternate Tax would not be applicable and the MAT credit
for the earlier year will not be available for set–off. The option needs to be exercised on or before the due date of
filing the income tax return. Option once exercised, cannot be subsequently withdrawn for the same or any other tax
year. Further, if the conditions mentioned in section 115BAA of the IT Act are not satisfied in any year, the option
exercised shall become invalid in respect of such year and subsequent years, and the other provisions of the Act shall
apply as if the option under section 115BAA of the IT Act had not been exercised.
The Company has represented to us that it has opted for section 115BAA for the assessment year 2023-24 and 2024-
25.
II. Special tax benefits available to the shareholders of the Company
1. The Company would be required to deduct tax at source on the dividend paid to the shareholders, at applicable rates
based on the provisions of the IT Act. In case of shareholders who are individuals, Hindu Undivided Family,
Association of Persons, Body of Individuals, and every artificial juridical person, surcharge would be restricted to
15%, irrespective of the amount of dividend. The shareholders would be eligible to claim the credit of such tax in
their return of income.
2. With respect to a domestic corporate shareholder, deduction shall be available under section 80M of the IT Act on
fulfilling the conditions detailed in section 80M of the IT Act. The section inter-alia provides that where the gross
total income of a domestic company in any previous year includes any income by way of dividends from any other
domestic company or a foreign company or a business trust, there shall, in accordance with and subject to the
provisions of this section, be allowed in computing the total income of such domestic company, a deduction of an
amount equal to so much of the amount of income by way of dividends received from such other domestic company
or foreign company or business trust as does not exceed the amount of dividend distributed by it on or before the
due date. The “due date” means the date one month prior to the date for furnishing the return of income under sub-
section (1) of section 139 of the IT Act.
3. As per Section 112A of the IT Act, long-term capital gains arising from transfer of an equity share shall be taxed at
10% plus applicable surcharge and cess (without indexation) of such capital gains subject to fulfilment of prescribed
conditions under the Act. It is worthwhile to note that tax shall be payable where such long-term capital gains exceed
₹1,00,000.
----------------Page (67) Break----------------
65
4. As per Section 111A of the IT Act, short term capital gains arising from transfer of a listed equity share, shall be
taxed at 15% plus applicable surcharge and cess subject to fulfillment of prescribed conditions under the IT Act.
5. In respect of non-resident shareholders, the tax rates and the consequent taxation shall be further subject to any
benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India and the
country in which the non-resident has fiscal domicile and subject to entitlement to such treaty benefit.
Notes:
1. The benefits in I and II above are as per the current tax law as amended by the Finance Act, 2023.
2. This statement does not discuss any tax consequences in the country outside India of an investment in the shares. The
shareholders / investors in the country outside India are advised to consult their own professional advisors regarding
possible Income tax consequences that apply to them.
3. Surcharge is to be levied on domestic companies at the rate of 7% where the income exceeds ₹1.00 crore but does not
exceed ₹10 crore and at the rate of 12% where the income exceeds ₹10 crore.
4. We note that if the Company opts for concessional income tax rate under section 115BAA of the IT Act, surcharge
shall be levied at the rate of 10% irrespective of the amount of total income.
5. Health and Education Cess @ 4% on the tax and surcharge is payable by all category of tax payers.
6. Business losses, arising during the year can be set off against the income under any other head of income, other than
income under the head ‘salaries’. Balance business loss can be carried forward and set off against business profits for
8 subsequent years. Unabsorbed depreciation, if any, for an assessment year can be carried forward and set off against
any source of income in subsequent years as per provisions of the IT Act, however, subject to section 115BAA of the
IT Act.
7. We note that if the Company opts for concessional tax rate under section 115BAA of the IT Act it will not be allowed
to claim any of the following deductions:
• Deduction under the provisions of section 10AA of the IT Act (deduction for units in Special Economic Zone)
• Deduction under clause (iia) of sub-section (1) of section 32 of the IT Act (Additional depreciation)
• Deduction under section 32AD or section 33AB or section 33ABA of the IT Act (Investment allowance in
backward areas, Investment deposit account, site restoration fund)
• Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section (1) or subsection(2AA) or
sub-section (2AB) of section 35 of the IT Act (Expenditure on scientific research)
• Deduction under section 35AD or section 35CCC of the IT Act (Deduction for specified business, agricultural
extension project)
• Deduction under section 35CCD of the IT Act (Expenditure on skill development)
• Deduction under any provisions of Chapter VI-A other than the provisions of section 80JJAA and section 80M
of the IT Act;
• No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss or depreciation
is attributable to any of the deductions referred above;
• No set off of any loss or allowance for unabsorbed depreciation deemed so under section 72A of the IT Act, if
----------------Page (68) Break----------------
66
such loss or depreciation is attributable to any of the deductions referred above.
8. Further, it is also clarified in section 115JB(5A) of the IT Act that if the Company opts for concessional income tax
rate under section 115BAA of the IT Act, the provisions of section 115JB of the IT Act regarding Minimum Alternate
Tax (MAT) are not applicable. Further, such Company will not be entitled to claim tax credit relating to MAT.
9. The above statement of possible direct 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.
STATEMENT OF POSSIBLE INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY AND THE
SHAREHOLDERS OF THE COMPANY
I. Special indirect tax benefits available to the Company
There are no special benefits available to the Company under the Indirect Tax Laws
II. Special indirect tax benefits available to Shareholders
• There are no special indirect tax benefits available to the shareholders for investing in the shares of the company.
Notes:
1. The above statement of possible indirect tax benefits is based on the provisions of the specified Indirect tax laws
thereof prevailing in the country, as on the date of this annexure.
2. The above statement of possible indirect 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.
3. These benefits are dependent on the Company fulfilling the conditions prescribed under the relevant provisions of the
Tax laws.
4. The above statement covers only certain relevant indirect tax law benefits and does not cover benefit under any other
law.
No assurance is given that the revenue authorities/courts will concur with the views expressed herein. The views are
based on the existing provisions of law and its interpretation, which are subject to changes from time to time.
----------------Page (69) Break----------------
67
SECTION V – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
The information contained in ‘Industry Overview’ in this section is derived from publicly available
sources. Neither we, nor any other person connected with the Issue has independently verified this
information. Industry sources and publications generally state that the information contained therein
has been obtained from sources generally believed to be reliable, but that their accuracy, completeness
and underlying assumptions are not guaranteed and their reliability cannot be assured. Industry
publications are also prepared based on information as of specific dates and may no longer be current
or reflect current trends.
Shareholders should note that this is only a summary of the industry in which we operate and does not
contain all information that should be considered before investing in the Equity Shares. Before deciding
to invest in the Equity Shares, shareholders should read this Letter of Offer, including the information
in the sections "Risk Factors" and "Financial Information" beginning on pages 20 and 103, respectively
of this Letter of Offer. An investment in the Equity Shares involves a high degree of risk. For a discussion
of certain risks in connection with an investment in the Equity Shares, please see the section ‘Risk
Factors’ beginning on page 20 of this Letter of Offer.
Indian Economy
Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest
economy after it recovered from the COVID-19 pandemic shock. Nominal GDP or GDP at Current Prices in
the year 2023-24 is estimated at Rs. 293.90 lakh crores (US$ 3.52 trillion), against the First Revised Estimates
(FRE) of GDP for the year 2022-23 of Rs. 269.50 lakh crores (US$ 3.23 trillion). The growth in nominal GDP
during 2023-24 is estimated at 9.1% as compared to 14.2% in 2022-23. Strong domestic demand for
consumption and investment, along with Government’s continued emphasis on capital expenditure are seen as
among the key driver of the GDP in the first half of FY24. During the period January-March 2024, India’s
exports stood at US$ 119.10 billion, with Engineering Goods (25.01%), Petroleum Products (17.88%) and
Organic and Inorganic Chemicals (7.65%) being the top three exported commodity. Rising employment and
increasing private consumption, supported by rising consumer sentiment, will support GDP growth in the
coming months.
Future capital spending of the government in the economy is expected to be supported by factors such as tax
buoyancy, the streamlined tax system with low rates, a thorough assessment and rationalisation of the tariff
structure, and the digitization of tax filing. In the medium run, increased capital spending on infrastructure
and asset-building projects is set to increase growth multipliers. The contact-based services sector has
demonstrated promise to boost growth by unleashing the pent-up demand. The sector's success is being
captured by a number of HFIs (High-Frequency Indicators) that are performing well, indicating the
beginnings of a comeback.
India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three
economic powers in the world over the next 10-15 years, backed by its robust democracy and strong
partnerships. India's appeal as a destination for investments has grown stronger and more sustainable because
of the current period of global unpredictability and volatility, and the record amounts of money raised by India-
focused funds in 2022 are evidence of investor faith in the "Invest in India" narrative.
The Indian economy was among the fastest-growing in the world before the onset of the COVID-19 pandemic.
In the years leading up to the global health crisis, the country’s economic indicators posted gradual
improvements. The twin deficits, namely current account and fiscal deficits, narrowed, while the growth-
inflation mix showed a positive and sustainable trend. Despite the geopolitical tensions worldwide, India’s
economy is expected to grow by 6.21 per cent in FY24, driven by robust domestic demand and strong growth
in the manufacturing and services sectors. As the country progresses, demand for credit is likely to remain
strong, especially among Micro, Small and Medium Enterprises (MSMEs) and retail, and is projected to grow
by 13.5–14.0 per cent.
NBFCs have emerged as the crucial source of finance for a large segment of the population, including SMEs
and economically unserved and underserved people. The NBFC sector in India is a vital part of the financial
system, with an asset size of ₹41 lakh crore as of 2024. The industry has grown at a Compound Annual Growth
Rate (CAGR) of approximately 15% over the last five years, fuelled by increasing demand for credit among
----------------Page (70) Break----------------
68
underserved segments, particularly MSMEs and rural areas. NBFCs have strong regional footprints in urban
and rural markets, addressing niche financial needs such as vehicle loans, housing finance, and microfinance.
Key trends include digital transformation, embedded finance, and partnerships with fintechs for last-mile
delivery and risk management. 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. Nonbank 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.
In terms of asset size-wise mix, housing loans and infrastructure loans continue to account for a major chunk
of the overall NBFC portfolio. Microfinance loans have increased their share from approximately 2 per cent to
3 per cent between FY19 and FY233. Housing and infrastructure loans are expected to maintain their share in
overall NBFC credit. In addition, auto loans, personal loans, MSME loans and microfinance loans are expected
to perform better as compared to other segments in FY24.
(Source: https://assets.kpmg.com/content/dam/kpmg/in/pdf/2024/02/nbfcs-in-india-growth-and-stability.pdf)
Macroeconomic scenario
India’s economy to grow at 6.8% in Fiscal 2025
Over the past three Fiscals (FY22-FY24), the Indian economy has outperformed its global counterparts by
witnessing a faster growth. Going forward as well, IMF projects that Indian economy will remain strong and
would continue to be one of the fastest growing economies.
Financial conditions stabilise, broader economy to face elevated rates
The RBI’s Monetary Policy Committee (“MPC”) is expected to be on an extended pause for the next few
meetings, as it evaluates the inflation trajectory and growth momentum. While CPI inflation has fallen in the
past four months coming down to 4.3% in May 2023, down from 4.7% in April 2023, progress of monsoon
and impact of El Nino will be monitored. The impact of past rate hikes on growth will be the most prominent
in the current Fiscal. As growth slows, CRISIL MI&A expects RBI to initiate rate cuts in the last quarter of
Fiscal 2024. While the pause on rate hikes has augured well for financial markets, elevated bank lending rates
could tighten financial Market Size conditions for some segments of the economy which could ease down
subsequently basis the direction of the economy.
----------------Page (71) Break----------------
69
Credit Penetration in India
The retail credit (includes Housing finance, Vehicle Financing, Gold Loans, Education Loans, Consumer
Durables, Personal loans, Credit cards and Microfinance) in India stood at Rs. 75.2 trillion, as of FY24 and ha
rapidly grown at a CAGR of 16.0% during Fiscals 2020 and 2024. Retail credit growth in FY20 was around
approximately 12.1% which came down to approximately 9.6% in FY21. However, post-pandemic, retail credit
growth revived back to reach approximately 13.5% in FY22. In FY23, retail credit has grown at ~22.3% 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 CAGR of 17-18% between FY24 and FY26 to reach Rs. 100.9 trillion by FY26. The
moderation of growth of retail credit is on account of normalisation in unsecured segment which had witnessed
exuberant growth in the past and impact of RBI’s risk weight circular. 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.
----------------Page (72) Break----------------
70
Personal Loan and Service segment to drive credit growth in Fiscal 2025 Industrial credit accounted for nearly
a third of the overall banking credit mix in Fiscal 2019.
CRISIL MI&A estimates that agricultural credit grew in Fiscal 2024 due to higher priority sector lending
(“PSL”) targets, expected higher food-grain production, increase in commodity prices and increase in
agriculture credit target. Industrial credit grew in Fiscal 2024 supported by healthy growth in segments like
basic metal and metal products, chemical and chem products and government’s continued focus on production
linked incentive scheme. Services segment grew in Fiscal 2024 on back of healthy credit demand from Non-
Banking Financial Companies (“NBFCs”). Personal Loans segment grew in Fiscal 2024 driven by sharp rise
in demand in unsecured loans, demand in housing segment and pent-up demand in vehicle loans segment.
Going forward, CRISIL MI&A expects personal loans and services segment to drive credit growth in Fiscal
2025. Personal Loans segment is expected to show strong growth in Fiscal 2025 on back of credit demand from
consumer durables, gold and other personal loan segment.
(Source : https://www.northernarc.com/assets/uploads/pdf/Industry-Report.pdf )
----------------Page (73) Break----------------
71
Market Size
Real GDP or GDP at Constant (2011-12) Prices in the year 2023-24 is estimated at Rs. 172.90 lakh crores (US$
2.07 trillion), against the First Revised Estimates (FRE) of GDP for the year 2022-23 of Rs. 160.71 lakh crores
(US$ 1.92 trillion). The growth in real GDP during 2023-24 is estimated at 7.6% as compared to 7.0% in 2022-
23. There are 113 unicorn startups in India, with a combined valuation of over US$ 350 billion. As many as 14
tech startups are expected to list in 2024 Fintech sector poised to generate the largest number of future unicorns
in India. With India presently has the third-largest unicorn base in the world. The government is also focusing
on renewable sources by achieving 40% of its energy from non-fossil sources by 2030. India is committed to
achieving the country's ambition of Net Zero Emissions by 2070 through a five-pronged strategy, ‘Panchamrit’.
Moreover, India ranked 3rd in the renewable energy country attractive index.
According to the McKinsey Global Institute, India needs to boost its rate of employment growth and create 90
million non-farm jobs between 2023 to 2030 in order to increase productivity and economic growth. The net
employment rate needs to grow by 1.5% per annum from 2023 to 2030 to achieve 8-8.5% GDP growth between
same time period. India’s current account deficit (CAD) narrowed to 1.2% of GDP in the October-December
quarter. The CAD stood at US$ 10.5 billion for the third quarter of 2023-24 compared to US$ 11.4 billion or
1.3% of GDP in the preceding quarter. This was largely due to higher service exports.
Exports fared remarkably well during the pandemic and aided recovery when all other growth engines were
losing steam in terms of their contribution to GDP. Going forward, the contribution of merchandise exports
may waver as several of India’s trade partners witness an economic slowdown. According to Minister of
Commerce and Industry, Consumer Affairs, Food and Public Distribution and Textiles Mr. Piyush Goyal,
Indian exports are expected to reach US$ 1 trillion by 2030. (Source : https://www.ibef.org/economy)
Introduction to the Financial Services Industry
India has a diversified financial sector undergoing rapid expansion both in terms of strong growth of existing
financial services firms and new entities entering the market. The sector comprises commercial banks,
insurance companies, non-banking financial companies, co-operatives, pension funds, mutual funds and other
smaller financial entities. The banking regulator has allowed new entities such as payment banks to be created
recently, thereby adding to the type of entities operating in the sector. However, the financial sector in India is
predominantly a banking sector with commercial banks accounting for more than 64% of the total assets held
by the financial system.
The Government of India has introduced several reforms to liberalise, regulate and enhance this industry. The
Government and Reserve Bank of India (RBI) have taken various measures to facilitate easy access to finance
for Micro, Small and Medium Enterprises (MSMEs). These measures include launching Credit Guarantee Fund
Scheme for MSMEs, issuing guidelines to banks regarding collateral requirements and setting up a Micro Units
Development and Refinance Agency (MUDRA). With a combined push by Government and private sector,
India is undoubtedly one of the world's most vibrant capital markets.
(Source : https://www.ibef.org/industry/financial-services-india)
Historical Context
Historically, NBFCs have been a vital cornerstone of the Indian financial ecosystem as important financial
intermediaries channelizing savings and investments, especially for small-scale and retail sectors as well as
underserved areas and unbanked sectors of the Indian economy.
A Non-Banking Financial company (NBFC) is a company registered under the Companies Act, 1956 or under
Companies Act, 2013 engaged in the business of loans and advances, acquisition of shares /stocks /bonds
/debentures /securities issued by Government or local authority or other marketable securities of a like nature,
leasing, hire-purchase, insurance business, chit business but does not include any institution whose principal
business is that of agriculture activity, industrial activity, purchase or sale of any goods (other than securities) or
providing any services and sale/purchase/construction of immovable property. A non-banking institution which
is a company and has principal business of receiving deposits under any scheme or arrangement in one lump
sum or in instalments by way of contributions or in any other manner, is also a non-banking financial company
(Residuary non-banking company).
In terms of Section 45-IA of the RBI Act, 1934, no Non-banking Financial Company can commence or carry on
business of a non-banking financial institution without a) obtaining a certificate of registration from the Bank
and without having a Net Owned Funds of ₹ 25 lakhs (₹ Two crore since April 1999). However, in terms of the
----------------Page (74) Break----------------
72
powers given to the Bank, to obviate dual regulation, certain categories of NBFCs which are regulated by other
regulators are exempted from the requirement of registration with RBI viz. Venture Capital Fund/Merchant
Banking companies/Stock broking companies registered with SEBI, Insurance company holding a valid
Certificate of Registration issued by IRDA, Nidhi companies as notified under Section 620A of the Companies
Act, 1956, Chit companies as defined in clause (b) of Section 2 of the Chit Funds Act, 1982,Housing Finance
Companies regulated by National Housing Bank, Stock Exchange or a Mutual Benefit Company.
A Company incorporated under the Companies Act, 1956 and desirous of commencing business of non-banking
financial institution as defined under Section 45-IA of the RBI Act, 1934 should comply with the following:
(a) It should be a company registered under Section 3 of the companies Act, 1956.
(b) It should have a minimum net owned fund of ₹ 200 lakh.
(Source: https://www.rbi.org.in/Scripts/FAQView.aspx?Id=92)
Categories of NBFCs
NBFCs are categorized
a) in terms of the type of liabilities into Deposit and Non-Deposit accepting NBFCs,
b) non deposit taking NBFCs by their size into non-systemically important and other non-deposit holding
companies (NBFC-NDSI and NBFC-ND) and
c) by the kind of activity they conduct.
Within this broad categorization the different types of NBFCs are as follows:
1. Asset Finance Company (AFC): An AFC is a company which is a financial institution carrying on as its
principal business the financing of physical assets supporting productive/economic activity, such as
automobiles, tractors, lathe machines, generator sets, earth moving and material handling equipment, moving
on own power and general Purpose industrial machines. Principal business for this purpose is defined as
aggregate of financing real/physical assets supporting economic activity and income arising therefrom is not
less than 60% of its total assets company total income respectively.
2. Investment Company (IC): IC means any Company which is a financial institution carrying on as its
principal business the acquisition of securities,
3. Loan Company (LC): LC means any company which is a financial institution carrying on as its principal
business the providing of finance whether by making loans or advances or otherwise for any activity other
than its own but does not include an Asset Finance Company.
4. Infrastructure Finance Company (IFC): IFC is a non-banking finance company a) which deploys at least
75 per cent of its total assets in infrastructure loans, b) has a minimum Net Owned Funds of ₹ 300 crore,
c) has a minimum credit rating of ‘A ‘or equivalent d) and a CRAR of 15%.
5. Systemically Important Core Investment Company (CIC-ND-SI): CIC-ND-SI is an NBFC carrying on the
business of acquisition of shares and securities which satisfies the following conditions:
(1) it holds not less than 90% of its Total Assets in the form of investment in equity shares, preference
shares, debt or loans in group companies;
(2) its investments in the equity shares (including instruments compulsorily convertible into equity
shares within a period not exceeding 10 years from the date of issue) in group companies constitutes
not less than 60% of its Total Assets;
(3) it does not trade in its investments in shares, debt or loans in group companies except through
block sale for the purpose of dilution or disinvestment;
(4) it does not carry on any other financial activity referred to in Section 45I(c) and 45I(f) of the RBI
Act, 1934 except investment in bank deposits, money market instruments, government securities,
loans to and investments in debt issuances of group companies or guarantees issued on behalf of
group companies.
----------------Page (75) Break----------------
73
(5) Its asset size is ₹ 100 crore or above; and
(6) It accepts public funds
6. Infrastructure Debt Fund: Non- Banking Financial Company (IDF-NBFC): IDF-NBFC is a company
registered as NBFC to facilitate the flow of long term debt into infrastructure projects. IDF-NBFC raise
resources through issue of Rupee or Dollar denominated bonds of minimum 5 years maturity. Only
Infrastructure Finance Companies (IFC) can sponsor IDF-NBFCs.
7. Non-Banking Financial Company: Micro Finance Institution (NBFC-MFI): NBFC-MFI is a non-deposit
taking NBFC having not less than 85% of its assets in the nature of qualifying assets which satisfy the
following criteria:
1. Loan disbursed by an NBFC-MFI to a borrower with a rural household annual income not exceeding ₹
1,00,000 or urban and semi-urban household income not exceeding ₹ 1,60,000;
2. Loan amount does not exceed ₹ 50,000 in the first cycle and ₹ 1,00,000 in subsequent cycles;
3. Total indebtedness of the borrower does not exceed ₹ 1,00,000;
4. Tenure of the loan not to be less than 24 months for loan amount in excess of ₹ 15,000 with prepayment
without penalty;
5. Loan to be extended without collateral;
6. Aggregate amount of loans, given for income generation, is not less than 50 per cent of the total loans given
by the MFIs;
7. Loan is repayable on weekly, fortnightly or monthly instalments at the choice of the borrower
8. Non-Banking Financial Company – Factors (NBFC-Factors): NBFC-Factor is a non-deposit taking NBFC
engaged in the principal business of factoring. The financial assets in the factoring business should constitute
at least 50 percent of its total assets and its income derived from factoring business should not be less than
50 percent of its gross income.
8. Mortgage Guarantee Companies (MGC) - MGC are financial institutions for which at least 90% of the
business turnover is mortgage guarantee business or at least 90% of the gross income is from mortgage
guarantee business and net owned fund is ₹ 100 crore.
9. NBFC- Non-Operative Financial Holding Company (NOFHC) is financial institution through which
promoter / promoter groups will be permitted to set up a new bank. It’s a wholly-owned Non- operative
Financial Holding Company (NOFHC) which will hold the bank as well as all other financial services
companies regulated by RBI or other financial sector regulators, to the extent permissible under the applicable
regulatory prescriptions.
(Source: https://www.rbi.org.in/Scripts/FAQView.aspx?Id=92)
Evolution
Over the years, NBFCs have evolved given the extensive changes in the regulatory framework for NBFCs in India
which have moved from simplified regulations to stringent and extensive regulations as well as toward
rationalisation per the currently revised NBFC regulatory framework. Given these high levels of regulation NBFCs
have also emerged as preferred options to meet credit needs since the low cost of operations has provided these
NBFCs an edge over banks.
Financial Access and Supportive Government Schemes
Additionally, NBFCs have gradually become important mechanisms to fuel growth and entrepreneurship due to
the launch of government-backed schemes including Pradhan Mantri Jan-Dhan Yojana which has contributed to a
significant increase in the number of bank accounts.
These NBFCs have also been key in being able to mitigate and manage the spread of risks during times of financial
duress and have increasingly become recognized as complementary services to banks.
NBFCs have become integral for all business services, including loans and credit facilities, retirement planning,
money markets, underwriting and merger activities. As such these companies play an important role in providing
credit to the unorganized sector and for small borrowers at local level. Additionally, hire purchase finance is also
the largest activity of NBFCs and the rapid growth of NBFCs has gradually blurred the lines between banks and
----------------Page (76) Break----------------
74
NBFCs although commercial banks have retained importance. These NBFCs facilitate long term investment and
financing, which is challenging for banking sector, and the growth of NBFCs widens range of products available
for individuals/institutions with resources to invest.
As of March 31, 2024, there were 9,327 NBFCs registered with the RBI categorized as Asset Finance Companies,
Loan Companies, Infrastructure Finance Companies (IFCs), Systematically Important Core Investment Company
(NBFC – CIC – ND – SI), Infrastructure Debt Fund (NBFC – IDF) and Micro Finance Institutions (NBFC – MFIs).
Growth of NBFCs
Source: www.bcg.com
(Remainder of page has been left blank Intentionally)
----------------Page (77) Break----------------
75
----------------Page (78) Break----------------
76
----------------Page (79) Break----------------
77
----------------Page (80) Break----------------
78
----------------Page (81) Break----------------
79
Retail segment to support NBFCs overall credit growth
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 increasing penetration of neo-banking, digital authentication, and mobile
phone usage as well as mobile internet has resulted in the modularization of financial services, particularly
credit. Overall NBFC credit during FY20 to FY24, witnessed a CAGR of ~12% which was majorly led by
retail segment which accounts for ~48% of overall NBFC credit and witnessed a CAGR of ~15%, while NBFC
non-retail credit witnessed a growth of ~9% during the fiscals.
Going forward, growth in the NBFC retail segment is expected at 16-18% CAGR between FY24-FY26 which
will support overall NBFC credit growth, with continued focus on the retail segment and multiple players
announcing plans to reduce wholesale exposure, the retail segment’s market share is expected to rise further
to 48% by end of FY25 and remain around 48.5% in FY26.
Share of retail credit in total NBFC credit to grow to 48% by end of FY25 and expected to reach 48.5%
in FY26
----------------Page (82) Break----------------
80
NBFCs have a reasonable market share across segments
Under-served households and businesses represent a significant proportion of India’s population that faces
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 the ‘JAM Trinity’) have expanded the formal financial
inclusion for 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, better customer service,
faster processing, streamlined documentation requirements, digitization of customer on-boarding process,
customized product offerings, local knowledge, and differentiated credit appraisal methodology. The rapid
evolution of fintechs 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.
Impact of digitization on retail credit
Digital lending products such as instant loans or online personal loans have completely revolutionized retail
credit due to great convenience that it offers to the customers. The underwriting process, while essential for
assessing borrowers, can sometimes be time-consuming and reliant on subjective elements. Thus, there is
room for improvement in leveraging all available data efficiently. Organizations may find opportunities to
streamline the process, making it more agile and resource-effective. Lenders are increasingly using their web
platforms and creating apps to register, score, approve and disburse loans to their customers. For lenders,
digitization has enabled them to make informed decision making through business insight generation and data
visualization. Moreover, it has improved lead generation for lenders with faster onboarding of customers,
comprehensive loan servicing, and fraud detection. For customers, it has become easier to gather information
about different lenders with the help of digitization and compare them. Further, online loan application has
made it convenient for borrowers to fill loan applications from remote locations, calculate EMIs, check for
eligibility of loan amount and provide all documents digitally which enhances customer experience throughout
the process and help them make an informed decision.
Furthermore, the India Stack, a set of APIs and tools that enable the building of digital platforms for various
services, has been a game-changer in the retail credit sector. The India Stack includes Aadhaar (for identity
verification), e-KYC (for paperless Know Your Customer processes), eSign (for digitally signing documents),
and the Unified Payments Interface (UPI) for seamless and instant fund transfers. All of these components
have been seamlessly integrated into the digital lending ecosystem, making it easier for lenders to streamline
their operations and offer a seamless experience to borrowers. Looking ahead, the digitization of retail credit
in India is expected to continue evolving.
(Source : https://www.northernarc.com/assets/uploads/pdf/Industry-Report.pdf )
----------------Page (83) Break----------------
81
OUR BUSINESS
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 the Equity Shares,
Shareholders should read this entire Letter of Offer. An investment in the 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 20 of this Letter of Offer , for a discussion of the risks and uncertainties related to
those statements, as well as “Audited 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. Unless otherwise stated,
the financial information used in this section is derived from our Audited Financial Statements.
Business Overview
Our Company was originally incorporated as Meenakshi Enterprises Limited was incorporated as a Public
Limited Company under the provisions of the Companies Act, 1956 on 27th November 1982 in the City of
Chennai (formerly known as Madras), Tamil Nadu.
At the time of Incorporation the Company was in the business as traders, exporters, agents representatives,
dealers, producers, stockists, importers or distributors of Industrial, commercial, agricultural, scientific,
household, domestic, automobile, farm and forest products, goods plants, machineries equipments, apparatus,
gadgets, appliances, accessories, spare parts or other merchandise including tea, coffee and to acquire by
purchase, lease, exchange, hire or otherwise develop or operate land, buildings and investment of shares and
securities.
The Company at the Annual General Meeting held on 09th September, 1997, amended its Object clause of
MOA and inserted the objects of business of letting on hire or sale all kinds of commercial and machinery,
equipment and tools and to enter in the business of Tour and Travel Agents.
The Company post this applied to the Reserve Bank of India for the issuance of Certificate of Non-Banking
Financial Company and the Company was issued by the Reserve Bank of India on 09th March, 1998 under
the Registration Certificate No. B-07-00141.
The Company since then has been in to the business of Non-Banking Finance Company and trading in Shares
and Securities. Apart from NBFC activities, the Company is also investing in Capital Market as and when the
Company seems to gaining from these activities and find opportunities to earn profit.
Business Strategy
1. Expand Long-term Client Relationships: Our company prioritizes building and nurturing long-term
relationships with clients. By focusing on trust and sustained satisfaction, we aim to maintain a client-centric
approach that drives business growth Understanding client needs deeply allows us to tailor our products and
services effectively, ensuring both customer retention and consistent expansion opportunities.
2. Leverage Regional Expertise and Market Relationships: With a strong presence in Kerala, Tamil Nadu,
and Karnataka, we leverage our deep regional understanding to cater to customer preferences and behaviors
effectively. By continually refining our product offerings and anticipating market trends, we strive to
strengthen customer loyalty and attract new clientele.
3. Diversify Credit and Operational Risks: Our strategy includes diversifying our loan portfolio to mitigate
concentration risks. We aim to balance exposure across various sectors, ensuring resilience during market
fluctuations. This approach helps manage risk exposure effectively while maintaining consistent credit
performance.
4. Expand Geographical Footprint: We plan to enhance our branch network in South India and explore
opportunities in neighboring states. Expanding our geographical presence allows us to reach underserved
markets, increase revenue potential, and create greater visibility for our brand.
5. Focus on Cost-efficient Funding and Product Innovation: By maintaining financial discipline and
optimizing funding sources, we aim to reduce borrowing costs. Competitive pricing of our products ensures
market relevance and customer acquisition. Innovation in lending solutions, tailored for regional markets,
supports our long-term growth strategy.
6. Empowering Rural and Semi-Urban Economies: We aim to foster financial inclusion by focusing on
rural and semi-urban areas in Kerala, Tamil Nadu, and Karnataka. By designing products tailored for micro-
----------------Page (84) Break----------------
82
entrepreneurs, small businesses, and self-employed individuals, we empower local economies and create
sustainable growth opportunities.
7. Adopting Digital-First Solutions: Leveraging advancements in technology, we prioritize building a
seamless digital lending platform to enhance customer experience. From onboarding to disbursal, our end-
to-end digital processes are designed to ensure speed, accuracy, and convenience for our customers.
8. Sustainable and Responsible Lending Practices: We are committed to supporting businesses and
individuals in environmentally conscious sectors. By focusing on green lending initiatives, such as loans for
renewable energy projects or electric vehicles, we contribute to sustainable development while diversifying
our portfolio.
9. Community-Centric Financial Education: Recognizing the importance of financial literacy, we regularly
conduct workshops and awareness campaigns in underserved areas. This initiative not only creates a more
informed customer base but also strengthens our bond with local communities.
10. Agility in Product Innovation: By closely monitoring market dynamics, we remain agile in introducing
new financial products. Be it specialized credit solutions for emerging sectors or insurance-linked credit
offerings, we continuously innovate to meet evolving customer needs.
Our Strengths
a. Experienced and Visionary Leadership: Our senior management team brings extensive expertise in
the financial services sector. Their proven ability to drive results, coupled with their deep understanding
of regional markets, positions us uniquely for growth and expansion.
b. Strong Corporate Governance: We uphold robust corporate governance practices, ensuring
transparency, accountability, and compliance. Our policies and risk management frameworks reflect
our commitment to fair trade practices and long-term sustainability.
c. Customer-centric Marketing Approach: Our dedicated marketing teams focus on understanding and
addressing customer needs with customized solutions. This ensures customer satisfaction and loyalty,
contributing to sustainable business growth.
d. Regional Market Knowledge: Operating predominantly in Kerala, Tamil Nadu, and Karnataka, we
have developed unparalleled insight into these regions’ markets. This localized understanding allows
us to effectively address the financial needs of individuals and businesses in these areas.
e. Dedicated and Skilled Workforce: We believe in empowering our employees through continuous
development initiatives. Our workforce, equipped with the skills and motivation to excel, drives our
efficiency and productivity, ensuring the consistent delivery of high-quality financial solutions.
f. Deep Regional Roots and Expertise: With a predominant presence in South India, our understanding
of cultural, economic, and market-specific nuances enables us to provide personalized financial
solutions. This local expertise positions us as a trusted financial partner.
g. Robust Risk Management Framework: Our institution emphasizes a proactive approach to risk
assessment and mitigation. By employing advanced analytics and monitoring systems, we ensure
stability and reduce exposure to unforeseen market challenges.
h. Technology-Driven Operational Efficiency: We integrate cutting-edge technologies like AI and
machine learning into our credit appraisal and customer management processes. This enables accurate
credit risk assessment, faster decision-making, and enhanced operational efficiency.
i. Focus on Employee Empowerment and Well-being: Our workforce is the backbone of our success.
Through skill enhancement programs, leadership development initiatives, and employee-friendly
policies, we create an environment where talent thrives and contributes effectively to organizational
goals.
j. Commitment to Transparency and Ethics: Upholding the highest standards of integrity, our company
follows ethical practices in all business dealings. Transparent communication with customers,
regulators, and stakeholders is at the core of our operations, fostering trust and long-term relationships.
----------------Page (85) Break----------------
83
Opportunities
1. Expanding Market Demand:
The growing credit needs of individuals, small businesses, and rural entrepreneurs in South India present
significant growth potential. Increasing awareness of financial products and rising aspirations among Tier-
II and Tier-III city populations further drive demand for personal and business loans.
2. Financial Inclusion:
Opportunities exist to penetrate underserved rural and semi-urban areas, particularly in Kerala, Tamil Nadu,
and Karnataka, where access to formal credit remains limited. By offering tailored products like
microfinance and term loans, the company can tap into these high-potential markets.
3. Digital Transformation:
The adoption of digital lending platforms and artificial intelligence (AI)-driven credit assessment tools
enables faster loan processing, improved customer experience, and better risk management. JMJ Fintech
Limited’s proposed investment in technology provides a competitive edge in expanding its customer base
and streamlining operations.
4. Government and Regulatory Support:
Policies encouraging entrepreneurship, MSME development, and financial inclusion offer substantial
opportunities for NBFCs. Initiatives such as the Credit Guarantee Fund for Micro and Small Enterprises
(CGTMSE) and government incentives for startups align with the company’s focus on SME and business
loans.
5. Diversification of Products and Services:
Expanding the product portfolio to include gold loans and working capital finance will attract a broader
customer base and reduce dependence on any single segment. This diversification will enhance the
company’s resilience to sector-specific risks.
6. Regional Economic Growth:
Kerala, Tamil Nadu, and Karnataka are key economic hubs with vibrant industries such as tourism, IT,
manufacturing, and agriculture. Supporting these industries with customized financial solutions creates a
long-term growth opportunity for JMJ Fintech Limited.
Threats
1. Regulatory Risks:
NBFCs are subject to stringent regulations from the Reserve Bank of India (RBI). Changes in policies
regarding capital adequacy, provisioning for non-performing assets (NPAs), or lending norms could impact
operations and profitability. Non-compliance with these regulations may lead to penalties or restrictions.
2. Intense Competition:
The company faces stiff competition from banks, fintech companies, and other NBFCs offering similar
products. Competitors with lower cost structures, greater digital capabilities, or wider geographical reach
may pose a challenge to market share and profitability.
3. Economic Volatility:
Economic slowdowns, inflation, or rising interest rates could affect borrowers’ ability to repay loans,
leading to an increase in NPAs. Unfavorable macroeconomic conditions, such as reduced consumer
spending or business activity, may also dampen demand for loans.
----------------Page (86) Break----------------
84
4. Asset Quality Risks:
Lending to retail borrowers and SMEs carries inherent risks, especially in uncertain economic conditions.
Defaults, delays in repayment, or deterioration in asset quality can adversely affect the company’s financial
condition and liquidity.
5. Technological Disruptions:
Rapid advancements in technology and the emergence of fintech players could disrupt traditional NBFC
models. Failure to adopt new technologies or compete with innovative digital solutions may result in a loss
of market relevance.
6. Dependence on Borrowing Costs:
The company’s financial health is sensitive to changes in borrowing costs. Fluctuations in interest rates or
limited access to affordable funding sources could erode margins and affect profitability.
7. Geographical and Client Concentration Risks:
The company’s business is concentrated in South India, exposing it to localized risks such as natural
disasters, regional economic downturns, or state-specific regulatory changes. Similarly, dependence on
specific client segments, such as SMEs or rural borrowers, increases vulnerability to sectoral challenges.
8. Cybersecurity and Data Protection Risks:
With increased reliance on information technology, the company is exposed to risks of cyberattacks, data
breaches, and IT system failures. Such incidents can lead to financial losses, reputational damage, and
regulatory scrutiny.
9. Default Risks from Low-Income Borrowers:
A substantial portion of the company's rural and personal loans is to low-income borrowers who are more
susceptible to economic shocks. High levels of customer defaults could adversely impact the company’s
financial stability.
Key Business Activities:
1. Loan Products
The NBFC primarily focuses on offering the following loan products tailored to meet the financial needs of
individuals and businesses:
a. Personal Loans
Unsecured loans designed to support various personal financial requirements such as medica emergencies,
education, travel, or household expenses.
b.Term Loans:
Long-term financing solutions provided to individuals or businesses for capital expenditures, expansion
plans, or other significant investments.
c. Business Loans:
Loans offered to small and medium enterprises (SMEs) and self-employed individuals to meet working
capital needs, manage cash flow, or invest in growth opportunities.’
2. Target Segments
The NBFC focuses on a diverse customer base, including:
1. Retail Borrowers: Salaried individuals, professionals, and self-employed individuals seeking short or
medium-term loans.
----------------Page (87) Break----------------
85
2. Small and Medium Enterprises (SMEs): Providing financial assistance for business expansion,
equipment purchase, or other operational needs.
3. Rural and Semi-Urban Customers: Extending credit to underserved areas, contributing to financial
inclusion in smaller towns and villages across Kerala, Tamil Nadu, and Karnataka.
3. Key Features and Benefits
1. Quick Disbursements: Streamlined processes to ensure fast loan approval and disbursement.
2. Customizable Loan Offerings: Tailored repayment structures and loan amounts to suit the financial
profiles of borrowers.
3. Customer-Centric Approach: Focus on building long-term relationships by providing personalized
financial solutions.
4. Digital Transformation: Leveraging technology for loan applications, approvals, and customer support,
ensuring efficiency and convenience.
4. Geographical Presence
• Kerala: Strong demand for personal and business loans due to a large diaspora population and a thriving
SME sector. The NBFC caters to various industries, including tourism, retail, and agriculture.
• Tamil Nadu: A hub for manufacturing, retail, and IT services, offering immense opportunities for term
loans and SME financing.
• Karnataka: With Bengaluru being a startup hub and an IT powerhouse, the NBFC provides personal loans
and working capital finance to professionals and businesses.
5. Risk Management and Compliance
The NBFC ensures strict compliance with Reserve Bank of India (RBI) regulations, including:
• Adhering to capital adequacy norms.
• Maintaining robust risk assessment and credit monitoring frameworks to minimize defaults.
• Implementing Know Your Customer (KYC) and Anti-Money Laundering (AML) policies to ensure
transparency and accountability.
6. Contribution to Economic Growth
By catering to the financial needs of individuals and businesses across Kerala, Tamil Nadu, and Karnataka, the
NBFC:
• Provides financial support to underserved regions, enhancing financial inclusion.
• Promotes entrepreneurship and SME growth.
• Contributes to the regional economy by funding consumer spending and business investments.
Critical Functional Areas
1. Business Development
This function focuses on identifying new market opportunities and expanding the customer base.
• Key Responsibilities:
▪ Establish partnerships with local businesses, industries, and intermediaries to promote financial
products like personal loans, term loans, and SME loans.
▪ Identify underserved markets in rural and semi-urban regions for financial inclusion.
▪ Design customer-centric loan products tailored to regional needs.
----------------Page (88) Break----------------
86
▪ Evaluate market trends, competition, and regulatory changes to ensure strategic growth.
2. Sales and Marketing
The sales and marketing team is responsible for customer acquisition, brand building, and creating demand for the
company’s products and services.
• Sales Function:
▪ Develop and execute sales strategies to meet loan disbursement and revenue targets.
▪ Build a strong field sales team to engage with customers directly and generate leads.
▪ Leverage a network of financial advisors and agents to expand market reach.
• Marketing Function:
▪ Implement digital and traditional marketing campaigns to promote loan offerings across Kerala,
Tamil Nadu, and Karnataka.
▪ Strengthen brand visibility through regional advertising, digital platforms, and local events.
▪ Utilize data analytics and CRM tools to target specific customer segments effectively.
3. Operations
The operations function ensures the seamless execution of day-to-day activities, from loan origination to
disbursement and collections.
• Key Responsibilities:
▪ Process loan applications efficiently, with robust credit risk assessments.
▪ Manage customer onboarding and document verification using digital tools and physical
channels.
▪ Monitor loan repayment schedules and ensure timely collections.
▪ Maintain compliance with RBI regulations on KYC, AML, and reporting requirements.
▪ Set up customer service support to resolve borrower queries and provide post-loan assistance.
4. Project Management and Engagement Model
The project management function ensures smooth execution of strategic initiatives and customer engagement
models.
• Key Responsibilities:
▪ Oversee the rollout of new financial products and services across the region.
▪ Manage customer engagement models, such as loyalty programs and grievance redressal
mechanisms.
▪ Implement initiatives to improve operational efficiency, such as automation of loan processing
systems.
▪ Coordinate cross-functional teams for the successful implementation of strategic projects.
----------------Page (89) Break----------------
87
5. Quality Management
The quality team ensures that the Company’s services meet industry standards and customer expectations.
• Key Responsibilities:
▪ Develop and enforce policies to maintain high-quality customer service.
▪ Monitor customer satisfaction through feedback and surveys.
▪ Conduct regular audits of loan processing, collections, and compliance procedures to mitigate
risks.
▪ Establish performance benchmarks for different functional areas.
6. Human Resources (HR)
HR plays a critical role in building and managing the workforce to drive business growth.
• Key Responsibilities:
▪ Recruit and onboard skilled staffs in sales, marketing, operations, and risk management.
▪ Provide training programs to upskill employees on compliance, customer service, and
technology.
▪ Foster a culture of accountability and innovation through employee engagement initiatives.
▪ Develop performance appraisal systems to reward high performers and address skill gaps.
7. Delivery Infrastructure
The company’s delivery infrastructure determines how effectively it can serve customers in its operational regions.
• Key Elements:
▪ Establish branches and service points in urban, semi-urban, and rural areas.
▪ Invest in online loan applications, payment processing, and customer interactions.
▪ Build partnerships with third-party agents and fintech companies to extend reach.
▪ Ensure robust IT systems and cybersecurity measures to protect customer data and ensure
operational continuity.
8. Corporate Development
This function focuses on the strategic growth and expansion of the Company.
• Key Responsibilities:
▪ Explore opportunities for mergers, acquisitions, or partnerships to expand into new markets.
▪ Develop strategies to diversify loan offerings, such as introducing vehicle loans, housing
finance, or microfinance.
▪ Monitor the competitive landscape and identify trends for future growth.
▪ Liaise with regulatory authorities and ensure alignment with industry standards.
9. Finance and Risk Management
The finance team manages the company’s financial health, while the risk management function mitigates potential
threats to operations.
----------------Page (90) Break----------------
88
• Finance Function:
▪ Oversee funding sources, including debt, equity, and other financial instruments.
▪ Manage cash flow, working capital, and budgeting to ensure liquidity.
▪ Maintain accurate financial reporting and compliance with taxation laws.
• Risk Management Function:
▪ Evaluate credit risk by conducting detailed borrower assessments.
▪ Monitor and manage non-performing assets (NPAs).
▪ Ensure adherence to RBI’s capital adequacy norms.
▪ Develop contingency plans for external risks like market volatility or natural disasters.
Detailed Business Plans of JMJ Fintech Limited for the Next Three Years
JMJ Fintech Limited, a Non-Banking Financial Company (NBFC), operating primarily in Kerala, Tamil Nadu,
and Karnataka, has outlined a strategic three-year business plan focused on sustainable growth, market expansion,
and enhanced customer satisfaction. Below is an overview of the company’s plans and key initiatives:
1. Business Expansion and Growth Strategy
Year 1: Foundation for Growth
• Market Penetration:
▪ Strengthen the company’s presence in urban and semi-urban regions across Kerala, Tamil Nadu,
and Karnataka.
▪ Launch targeted marketing campaigns to promote personal loans, term loans, and SME loans in
Tier-II and Tier-III cities.
• Digital Transformation:
▪ Upgrade loan origination, disbursement, and collection systems with AI-driven credit risk
analysis and enhanced customer interfaces.
▪ Introduce a mobile app for faster loan applications and payments, ensuring convenience for tech-
savvy and rural borrowers.
• Partnerships:
▪ Form alliances with fintech companies for better technology adoption.
▪ Partner with local agents and business entities to extend reach in underserved areas.
Year 2: Product Diversification and Regional Expansion
• Product Portfolio Enhancement:
▪ Launch new financial products such as microfinance loans for rural entrepreneurs, and working
capital loans for SMEs.
▪ Offer competitive interest rates and flexible repayment options to attract a wider customer base.
• Regional Outreach:
----------------Page (91) Break----------------
89
▪ Expand operations into newer regions within South India, especially unexplored rural markets.
▪ Establish mini-branches or customer service points in remote areas to ensure accessibility.
• Customer Retention Initiatives:
▪ Introduce loyalty programs and refinancing options for existing customers.
▪ Offer personalized financial planning services to enhance customer engagement.
Year 3: Consolidation and National Presence
• Scale Up Operations:
▪ Evaluate opportunities to expand to other states in India, focusing on high-growth regions like
Maharashtra and Andhra Pradesh.
▪ Explore the possibility of entering niche markets such as gold loans or housing finance.
• Strengthen Financial Stability:
▪ Focus on reducing non-performing assets (NPAs) by implementing advanced monitoring
systems and proactive customer support.
▪ Access diversified funding sources, including co-lending partnerships with banks and market
borrowings.
• Digital Leadership:
▪ Launch a fully integrated digital lending platform with instant approval processes and AI-driven
analytics to improve turnaround time and accuracy.
2. Details of the Company’s Clients
Client Base by Geography
• Kerala (90%):
▪ Significant focus on retail borrowers (personal loans).
▪ Demand for short-term credit products is driven by remittance-dependent households.
• Tamil Nadu (5%):
▪ High concentration on retail borrowers (personal loans).
▪ Increasing demand for term loans and working capital finance.
• Karnataka (5%):
▪ A growing base of IT professionals and small businesses. Presently we are providing loans to
retail borrowers.
▪ Potential for working capital loans and financial products for startups.
Client Base by Industry Vertical
• Retail Borrowers (90%): Personal loans dominate due to their versatility and appeal to salaried
individuals, professionals, and self-employed individuals.
• Rural Entrepreneurs (10%): Growing demand for loans to support small-scale rural businesses and
self-employment initiatives.
----------------Page (92) Break----------------
90
• Small and Medium Enterprises: SMEs in manufacturing, agriculture, and trading sectors rely on term
loans and working capital support.
Potential Client Concentration Risks
• High Dependency on Retail Borrowers:
▪ Retail clients account for a significant portion of the portfolio, exposing the company to risks
such as defaults due to job losses or economic downturns.
• Geographical Dependence:
▪ Kerala currently contribute the majority of the business, creating vulnerabilities to localized
economic or regulatory disruptions.
Pricing Differentials Across Clients
JMJ Fintech Limited follows a dynamic pricing strategy, where interest rates are determined based on a combination
of factors, such as the borrower’s credit score, the nature of the loan, repayment history, prevailing industry standards
etc. Retail borrowers seeking personal loans are typically charged higher interest rates due to the unsecured nature
of these loans. These rates are calibrated to reflect the increased risk associated with such loans, particularly when
collateral is not provided. Factors like a strong credit score and consistent repayment history can, however, help
eligible borrowers secure comparatively lower interest rates.
For small and medium enterprises (SMEs), the pricing structure is more competitive, as these loans are often backed
by collateral or supported by the borrowers’ established creditworthiness. Interest rates in this segment take into
account the nature of the business, industry benchmarks, and the financial health of the borrower, including prior
loan repayment behavior. Borrowers with stable cash flows and strong repayment records may benefit from more
favorable terms, aligning the company’s pricing with market standards while managing risks effectively.
In rural and semi-urban markets, loans targeted at micro-enterprises and self-employed individuals generally carry
slightly higher interest rates. This is due to the limited availability of collateral and higher credit risk associated with
low-income borrowers. However, JMJ Fintech Limited ensures that pricing remains flexible and tailored, supporting
financial inclusion while balancing risk. By taking a holistic approach to pricing across different borrower
categories, the company maintains a fair and competitive framework that aligns with both borrower needs and its
risk management objectives.
3. Key Focus Areas for Risk Mitigation
1. Diversification: Expand product offerings and client base across industries and geographies to reduce
dependency on a specific segment or region.
2. Technology Adoption: Leverage advanced analytics for credit risk assessments, early-warning systems,
and portfolio monitoring.
3. Strengthened Collections: Implement proactive repayment monitoring and offer repayment assistance
programs to reduce defaults.
Our Subsidiaries
We do not have any subsidiary as on the date of this Letter of Offer.
----------------Page (93) Break----------------
91
Financial performance
Our financial performance is as under:
(in ₹ lakhs)
Particulars
Quarter and nine
months
ended on
December 31,
2024*
Quarter and
nine months
ended on
December
31,2023*
FY
2023-24
FY 2024-25
Revenue from
operation
1101.01 438.91 746.41 1711.71
EBITDA 732.36 274.63 488.65 1123.82
Profit after tax
(before OCI)
450.76 167.56 213.77 516.91
*Unaudited
Competition
We operate in a highly competitive industry. Many of our competitors may have greater resources than we do, may
be larger in terms of business volume and may have significantly lower cost of funds compared to us. Company’s
Competitive Positioning in Each of Its Key Markets are set forth below:
Kerala:
• Positioning: JMJ Fintech Limited is a leading provider of personal loans in Kerala, catering to the financial
needs of salaried professionals, small traders, and self-employed individuals. The company's quick loan
approval process and flexible repayment options have made it a preferred choice for borrowers seeking
immediate financial assistance. Its strong presence in rural and semi-urban areas further enhances
accessibility for customers who are underserved by traditional banks.
• Competition: Competes primarily with local co-operative banks, regional rural banks (RRBs), and
established NBFCs like Muthoot Finance, Manappuram Finance etc which have deep regional roots.
Tamil Nadu:
• Positioning: In Tamil Nadu, personal loans dominate JMJ Fintech Limited’s portfolio, with a focus on
semi-urban and rural customers. The company targets salaried employees, professionals, small business
owners and self-employed persons who require unsecured loans for personal or business-related expenses.
Its ability to offer quick disbursals and competitive rates gives it an edge in this market.
• Competition: Faces stiff competition from nationalized banks like Indian Bank, Indian Overseas Bank and
fintech lenders that offer app-based personal loans, as well as larger NBFCs with regional networks.
Karnataka:
1. Positioning: Karnataka is a key market where JMJ Fintech Limited focuses heavily on personal loans.
The company caters to the financial needs of salaried individuals, and self-employed borrowers,
emphasizing speed and convenience in loan disbursal. In semi-urban and rural areas, the company
addresses the personal credit needs of small traders and households, offering tailored loan products to meet
their unique requirements.
2. Competition: JMJ Fintech faces significant competition from other fintech companies offering digital
loans. Additionally, private banks like HDFC Bank, ICICI Bank have a strong presence in urban
Karnataka, posing further competition. These established institutions have extensive customer bases and
well-developed lending platforms, making it challenging for JMJ Fintech to capture and maintain market
share in this region.
Other Key Resources
Human Resources
The following table provides information about our employees, as on March 31, 2024 and as on December 31, 2024.
----------------Page (94) Break----------------
92
Department Employee
count as on
31.12.2024
Employee
Count as on
31.03.2024
Top Level Management 2 2
Operations 2 5
Marketing 2 0
Finance and Accounts 8 2
Loans 115 19
Compliance and Secretarial 1 1
HR & Administration 1 1
Total 131 30
For further details, please see the section titled “Risk factors - Our company may face challenges due to rapid
workforce expansions.” on page 27.
Intellectual Property
Our Company does not own any intellectual property rights in relation to its business.
For, further information, please see section titled "Risk Factor" beginning on page 20 of this Letter of Offer.
Insurance
We do not have any insurance policy as on the date of this Letter of Offer.
Properties
The details of the material properties used by our Company for our operations are set forth below:
Sr. No. Particulars Address Leased/Owned
1. Registered Office Shop No. 3, 1st Floor, Adhi Vinayaga
Complex, No. 3, Bus Stand,
Gopalsamy Temple street, Ganapaty,
Coimbatore, Ganapathy, Coimbatore,
Coimbatore North, Tamil Nadu-
641006
Leased
2. Corporate Office Door No 36 Old No 25 469 17, 1st
Floor Pooma Complex, Naduvilal,
Thrissur, Kerala-680001
Leased
3. Regional Office- Thrissur Door No 36 Old No 25 469 17 1st Floor
Pooma Complex, Naduvilal Thrissur
Kerala-680001
Leased
4. Branch – Adimali 1st Floor, Uppukandathil Building,
Near By LM Bank, Kallarukutty Road
Adimali, Idukki – 685561
Leased
5. Branch – Akalad 1st Floor, Afitha Complex, Akalad,
Kadiriyapalli Thrissur, Kerala– 680518
Leased
6. Branch- Ambalapuzha 1st Floor Randuthayyil Building,
Punnapra, Punnapra P O, Alappuzha,
Kerala – 688004
Leased
7. Branch- Anjugram No.7/85/1, 1st Floor, SS Grand Plaza
Building, Viswanathapuram Junction,
Levanchipuram Post, Thirunelveli
District, Kerala – 627114
Leased
8. Branch – Azhiyoor AVR Complex, Muttungal P O,
Kainaty, Vadakara, Calicut, Kerala–
673106
Leased
9. Branch – Balussery 1st Floor, S N Complex, Amarapuri,
Balussery Kozhikode, Kerala – 673612
Leased
10. Branch- Chathannoor 1st Floor, Vilayil Building, Plamood
Junction, Northchathannoor
Leased
----------------Page (95) Break----------------
93
Chathannoor P O Kollam, Kerala –
691572
11. Branch- Chavara Panickers Building, 1st Floor,
Vadakkumthala P O, Vettamukk
Chavara, Kollam, Kerala – 690536
Leased
12. Branch – Edappal Ground Floor, Panekkat Building
Edappal, Naduvattam, Sukapuram
Malappuram, Kerala – 679576
Leased
13. Branch- Ganapathy
(CBTR)
Shop No.3, 1st Floor, Adhi Vinayaga
Complex, No.3, Bus Stand, Gopalsamy
Temple Street, Ganapaty, Coimbatore
Ganapathy Coimbatore North
Coimbatore, Tamil Nadu- 641006
Leased
14. Branch- Gundlupet Sharada Complex, 2 Hall, 1st Floor,
Marigudi Road, Gundlupet, Karnataka
– 571111
Leased
15. Branch – Haripad 1st Floor, Purathuttethu
Building, Muttom P O, Haripad,
Alappuzha, Kerala – 690511
Leased
16. Branch- Kalavoor Ground Floor, Soumya Complex Near
Pullikal Jn, Kavunkal, Mannanchery P
O, Kalavoor, Alappuzha, Kerala –
688538
Leased
17. Branch- Karungal No.5/214-A2, 5ST-4 Jain Building, 1st
Floor, Nachee Vilai, Karungal Post,
Kanniyakumari District, Tamil Nadu –
629157
Leased
18. Branch- Kattapana JMJ Fintech Ltd, 1st Floor,
Parakandathil Shopping Complex,
Kattappana, Po, Idukki, Kerala-
685515
Leased
19. Branch - Kottarakkara 1st Floor, Jewel Tower, Neeleswaram P
O, Neduvathur, Kottarakara, Kollam,
Kerala– 691505
Leased
20. Branch- Kulasekharam No.15/83C, Ward-15, Thanumaliya
Hotel, 1st Floor, Kankari, Thiruvattar
Post, Kanniyakumari District, Tamil
Nadu – 629177
Leased
21. Branch- Kundara 1st Floor, 21/681 Kunnel Building,
Punnamukku, Perumbuzha P O,
Kollam, Kerala–691504
Leased
22. Branch – Mankamkuzhy 2nd Floor, Mariam Tower, Opp. Kerala
Bank, Mankamkuzhy, Mavelikkara,
Alappuzha, Kerala–690558
Leased
23. Branch- Marthandam No.16-28/2,3, Ward 13, 1st Floor,
Chirayankuzhi, Kanjiracode Post,
Unammalaikadai, Kanniyakumari
District, Tamil Nadu – 629155
Leased
24. Branch- Meenangadi 1st Floor, Puthumangalath Complex,
Near Stone Gallery, Vidhya Bhavan
School Road, Beenachi, Sulthan
Bathery Wayanad, Kerala – 673592
Leased
25. Branch- Mysore Hall 2, 1st Floor, Vivekananda Circle,
Mysore, Karnataka–570023
Leased
26. Branch- Nagarcoil No.150 Ward-50, 1st Floor CTR
Complex, Kunjanvilai, Monikattipottal
Post, Kanniyakumari District, Tamil
Nadu – 629501
Leased
----------------Page (96) Break----------------
94
27. Branch- Nanjangund 3041/2926, Mahalakshmi Sadana,
Above Karnataka Bank, 1st Floor, R.P
Road, Nanjangud, Karnataka–571301
Leased
28. Branch- Nedunkandam 3rd Floor, Patmatheertham Complex,
Nedumkandam To Munnar Road, Opp.
Of Bus Stand, Nedumkandam, Kerala–
685553
Leased
29. Branch- Ochira 1st Floor, Reshma Plaza, Ragam
Junction, Prayar Road, Oachira P O,
Kollam, Kerala–690526
Leased
30. Branch- Palakkad Ground Floor, Kanakath Tower NH
Bypass, Kadamcode Karingarapully
Palakkad, Kerala–678551
Leased
31. Branch- Pandikkad MK Complex, Puthukulam,
Kanjirampara, Alanallur Malappuram,
Kerala–678601
Leased
32. Branch- Pathanamthitta 1st Floor, Puthusseril Building,
St.Peter’s Junction (Above Federal
Bank) Pathanamthitta, Kerala – 689645
Leased
33. Branch- Pathiripala 179F, Ward 9, Mannur Panchayath,
Pathiripala, Palakkad, Kerala– 678642
Leased
34. Branch- Ramanattukara Near Chaliyar Jewellery Farook
College Road, Chungam Feroke,
Calicut, Kerala – 673631
Leased
35. Branch- Thaikkattussery Veliyil Building, Near Govt Beveco
Outlet MLA Road ,Thycattussery
Cherthala, Alappuzha – 688528 PH :
7736074222
Leased
36. Branch- Thamarassery Ground Floor, MRS Building,
Kudikkilumaram, Near Indian Gas
Godown, Thamarassery, Kerala–
673573
Leased
37. Branch- Tirur 1st Floor, Bappu Haji Arcade Near
GHSS, BP Angadi Tirur, Malappuram,
Kerala– 676102
Leased
38. Branch- Wandoor 1st Floor, Cheriyil Tower, Nilambur
Road, Wandoor Malappuram, Kerala–
679328
Leased
----------------Page (97) Break----------------
95
OUR MANAGEMENT AND ORGANISATION STRUCTURE
A. Board of Directors
As per the Articles of Association, our Company is required to have not less than 3 (Three) and not more than
15 (Fifteen) Directors on our Board.
Currently, our Company has 5 (Five) Directors on our Board, comprising of 2 (Two) Executive Director, 3
(Three) Non-Executive Directors including 1 (One) woman Director. The composition of the Board of Directors
is governed by the provisions of the SEBI Listing Regulations and the norms of the code of corporate governance
as applicable to listed companies in India, the Companies Act, 2013 and the rules framed thereunder.
The following table sets forth certain details regarding the Board of Directors as on date of this Letter of Offer:
Sr.
No.
Name, DIN, Date of Birth, Designation,
Address, Occupation, Term, Period of
Directorship and Nationality
Age
(years)
Other Directorships
1. Johny Madathumpady Lonappan
Address: Madathumpady House, Cheroor P
O, Thrissur, Kerala Pin:680008
Designation: Executive Chairman
Occupation: Business
DIN: 00017895
Period of Directorship: Since December 01,
2021
Current Term: Upto 30th November 2026
Nationality: Indian
Date of Birth: 29.09.1952
73 1. Vilvattom Kuries Private Limited
2. Joju Madathumpady Johny
Address: Madathumpady House, Cheroor P
O, Thrissur, Kerala Pin:680008
Designation: Managing Director
Occupation: Business
DIN: 02712125
Period of Directorship: Since December 09,
2021
Current Term: For a period of 5 (three) years
from December 09, 2021.
Nationality: Indian
Date of Birth: 25.02.1976
49 1. Palma Development Finance
Private Limited
----------------Page (98) Break----------------
96
Sr.
No.
Name, DIN, Date of Birth, Designation,
Address, Occupation, Term, Period of
Directorship and Nationality
Age
(years)
Other Directorships
3. Sivadas Chettoor
Address: Sivam, Salamath Nagar, Near Civil
Station, Palakkad, Kerala- 678001.
Designation: Non-Executive-Independent
Director
Occupation: Chartered Accountant
DIN: 01773249
Period of Directorship: Since December 01,
2021
Current Term: Upto 1st December 2026
Nationality: Indian
Date of Birth: 15-10-1957
68 1. NTC FINANCE PRIVATE LIMITED,
2. POPEES CARES LIMITED
4. Julie George Varghese
Address: Chithralayam, ESM Colony,
Kulathupuzha, Kollam, Kerala-691310
Designation: Non-Executive - Independent
Director
Occupation: Chartered Accountant
DIN: 09274826
Period of Directorship: Since December
01, 2021
Current Term: Upto 1st December 2026
Nationality: Indian
Date of Birth: 05.12.1988
37 ABATE AS INDUSTRIES LIMITED
5. Velayudhanpillai Harikumar
Address: Maveli No.4, Perunna Perumpuzha
Kadavu Road, Changanassery, Kottayam,
Kerala- 686102.
Designation: Non-Executive – Independent
Director
Occupation: Professional
DIN: 10450411
Period of Directorship: Since February 13,
2024
Current Term: Upto the conclusion of 42nd
61 No other directorship
----------------Page (99) Break----------------
97
Sr.
No.
Name, DIN, Date of Birth, Designation,
Address, Occupation, Term, Period of
Directorship and Nationality
Age
(years)
Other Directorships
Annual General Meeting of the Company
Nationality: Indian
Date of Birth: 30.05.1964
Details of directorship in companies suspended or delisted
None of our Directors is or was a director of any listed company during the last five years preceding the date
of filing of this Letter of Offer, whose shares have been or were suspended from being traded on any of the
stock exchanges during the term of their directorship in such company.
Our Key Managerial Personnel and Senior Management Personnel*
Sr.
No.
Name of person Designation Associated with
Company Since
1. Joju Madathumpady Johny Managing Director December 09, 2021
2. Johny Madathumpady
Lonappan
Whole-time Director December 01, 2021
3. Vidya Damodaran Company Secretary and
Compliance Officer October 01, 2022
4. Justin Thomas O Chief Financial Officer December 20, 2023
*Mr.Vazhayil Easow Josekutty has resigned from the post of Independent Director due to personal reasons vide its
resignation letter dated September 26, 2024. And Mr.Pradeep Kumar Chellppan Kamalakshi has resigned from the post of
Independent Director due to personal reasons vide its resignation letter dated March 12, 2024.
Functional Responsibilities of our key Personnel –
Sr.
No
Name Designation Functional Responsibilities
1 Mr. Johny
Madathumpady
Lonappan
Executive
Chairman
The Chairman is the head of the Board of Directors and is responsible for
providing overall strategic guidance and leadership to the company. Key
responsibilities include:
• Presiding over board meetings and ensuring effective governance
practices.
• Overseeing the company’s adherence to corporate governance and
regulatory compliance.
• Facilitating effective communication between the Board and
management.
• Representing the company in key stakeholder engagements,
including with investors, regulators, and shareholders.
2 Mr. Joju
Madathumpady Johny
Managing
Director
The Managing Director is responsible for the day-to-day management of the
company and executing the strategic vision set by the Board. Key
responsibilities include:
• Overseeing all business operations and ensuring financial and
operational targets are met.
----------------Page (100) Break----------------
98
• Driving business growth and implementing policies approved by the
Board.
• Managing risks and ensuring compliance with NBFC-specific
regulatory frameworks.
• Reporting company performance and key developments to the
Board of Directors.
3 Ms. Vidya Damodaran Company
Secretary
The Company Secretary acts as the compliance officer and liaison between
the Board, shareholders, and regulatory authorities. Key responsibilities
include:
• Ensuring compliance with the Companies Act, SEBI regulations,
RBI guidelines for NBFCs, and other applicable laws.
• Managing secretarial functions, including preparation of Board
meeting agendas, minutes, and annual reports.
• Filing necessary returns and disclosures with regulators such as the
Ministry of Corporate Affairs (MCA) and SEBI.
• Advising the Board on corporate governance and regulatory matters.
4 Mr. Justin Thomas O Chief Financial
Officer
The Chief Financial Officer is responsible for managing the company’s
financial health and regulatory reporting. Key responsibilities include:
• Overseeing financial planning, budgeting, and analysis.
• Ensuring accurate preparation and timely submission of financial
statements and reports as per accounting standards and SEBI
regulations.
• Managing treasury, cash flow, and capital allocation.
• Ensuring compliance with RBI’s prudential norms and financial
disclosures for NBFCs.
• Coordinating with auditors and addressing audit findings.
5 Ms. Deena Lesly Head
(Operations)
The Head of Operations oversees the company’s administrative, human
resources, and operational functions to ensure smooth and efficient processes.
Key responsibilities include:
• Managing human resources (HR) functions, including recruitment,
employee engagement, and training.
• Overseeing administrative tasks and office management.
• Streamlining and optimizing operational workflows to improve
efficiency.
• Implementing company policies related to HR, operations, and
administration.
• Ensuring compliance with statutory regulations related to labor laws
and workplace standards.
----------------Page (101) Break----------------
99
B. Organizational Structure
----------------Page (102) Break----------------
100
C. Corporate Governance
Certain of the provisions of the SEBI Listing Regulations and the Companies Act with respect to corporate governance are
applicable to us.
We are in compliance with the requirements of the applicable regulations, to the extent applicable, including the SEBI Listing
Regulations, Companies Act and the SEBI (ICDR) Regulations, in respect of corporate governance including constitution of our
Board and Committees thereof. Our corporate governance framework is based on an effective independent Board, separation of the
Board’s supervisory role from the executive management team and constitution of the Board Committees, as required under law.
Our Board undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing Regulations
and the Companies Act. Our Board functions either directly, or through various committees constituted to oversee specific
operational areas.
Committees of our Board
In addition to the committees of our Board detailed below, our Board may, from time to time constitute committees for various
functions.:
Audit Committee
The members of the Audit Committee are:
Sr. No. Name of Director Committee Designation
1. Mr. Sivadas Chettoor- Independent Director Chairman
2. Mrs. Julie George Varghese- Independent Director Member
3. Mr. Velayudhanpillai Harikumar- Independent Director Member
The Company Secretary acts as the secretary of the Audit Committee.
The scope, functions and the terms of reference of our Audit Committee, is in accordance with Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations which are as follows:
i) Oversight of the Company’s financial reporting process and the disclosure of its financial information to
ensure that the Restated Financial Statement is correct, sufficient and credible;
ii) Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;
iii) Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
iv) Reviewing, with the management, the annual financial statements and Auditor’s Report thereon before
submission to the Board for approval, with particular reference to:
a) Matters required to be included in the Director’s Responsibility Statement; to be included in the
Board’s Report in terms of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013;
changes, if any, in accounting policies and practices and reasons for the same;
b) Changes, if any, in accounting policies and practices and reasons for the same;
c) Major accounting entries involving estimates based on the exercise of judgment by management;
d) Significant adjustments made in the financial statements arising out of audit findings;
e) Compliance with listing and other legal requirements relating to financial statements;
f) Disclosure of any related party transaction;
g) Modified opinion(s) in the draft audit report;
v) Reviewing, with the management, the quarterly Financial Statements before submission to the Board for
approval;
vi) Reviewing with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue etc.), the statement of funds utilized for purposes other than those stated
in the offer document / prospectus / notice and the Report submitted by the monitoring agency monitoring
the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;
----------------Page (103) Break----------------
101
vii) Reviewing and monitoring the Auditor’s independence & performance, and effectiveness of audit process;
viii) Approval or any subsequent modification of transactions of the Company with related parties;
ix) Scrutiny of inter-corporate loans and investments;
x) Valuation of undertakings or assets of the Company, wherever it is necessary;
xi) Evaluation of internal financial controls and risk management systems;
xii) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
xiii) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
xiv) Discussion with internal auditors of any significant findings and follow up there on;
xv) Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;
xvi) Discussion with Statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;
xvii) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
xviii) To review the functioning of the Whistle–Blower mechanism;
xix) Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and
background, etc. of the candidate;
xx) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 Crores or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision;
xxi) Carrying out any other function as may be assigned to it by the board of director from time to time.
Nomination and Remuneration Committee
The members of the Nomination and Remuneration Committee are:
Sr. No. Name of Director Committee Designation
1. Mr. Velayudhanpillai Harikumar - Independent Director Chairman
2. Mrs. Julie George Varghese- Independent Director Member
3. Mr. Johny Madathumpady Lonappan-Wholetime Director Member
The Company Secretary acts as the secretary of the Nomination and Remuneration Committee.
The scope, functions and the terms of reference of our Nomination and Remuneration Committee, is in accordance with
Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations which are as follows:
(i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial
personnel ("KMP") and other employees;
A. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate
the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a
description of the role and capabilities required of an independent director. The person recommended to the Board
for appointment as an independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:
a) Use the services of an external agencies, if required;
b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and
c) Consider the time commitments of the candidates.
----------------Page (104) Break----------------
102
(ii) Specification of manner and criteria for effective evaluation of performance of Board, its committees and
individual directors, to be carried out either by the board or by an independent external agency and review its
implementation and compliance.
(iii) Devising a policy on diversity of board of directors;
(iv) Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
(v) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.
(vi) Recommend to the board, all remuneration, in whatever form, payable to senior management.
Stakeholders’ Relationship Committee
The members of the Stakeholders’ Relationship Committee are:
Sr. No. Name of Director Committee Designation
1. Mrs. Julie George Varghese- Independent Director Chairperson
2. Mr. Velayudhanpillai Harikumar- Independent Director Member
3. Mr. Johny Madathumpady Lonappan-Wholetime Director Member
The Company Secretary acts as the secretary of the Stakeholders’ Relationship Committee.
The scope, functions and the terms of reference of our Stakeholders’ Relationship Committee, is in accordance with Section 178 of
the Companies Act, 2013 and the SEBI Listing Regulations which are as follows:
(i) To consider and resolve the grievance of all the security holders related to transfer/ transmission of shares, non-receipts of
annual reports and non-receipts of declared dividends, issue of new duplicate certificates, general meetings etc.;
(ii) To review the measures taken for effective exercise of voting rights by shareholders
(iii) To review the adherence to service standards adopted by the company in respect of various services being rendered by the
Share Transfer Agent.
(iv) To review various measures and initiatives undertaken by the company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
(v) To review and act upon such other grievances as the Board of Directors delegate to the Committee from time to time.
Senior Management
Other than our Chief Financial Officer, Mr. Justin Thomas O and our Company Secretary and Compliance Head, Mrs. Vidya
Damodaran, whose details are provided in “Our Key Managerial Personnel and Senior Management” on page 97, there are no other
Senior Management Personnels in terms of the SEBI ICDR Regulations, as at the date of this Letter of Offer.
Status of each key managerial personnel, as a permanent employee or otherwise
All the Key Managerial Personnel of our Company are permanent employees.
Retirement and Termination Benefits.
Other than the statutory benefits that the Key Managerial Personnel and Senior Management are entitled to, upon their retirement,
the Key Managerial Personnel and Senior Management of our Company have not entered into any service contracts pursuant to
which they are entitled to any benefits upon termination of employment or retirement.
----------------Page (105) Break----------------
103
SECTION VI – FINANCIAL INFORMATION
FINANCIAL STATEMENTS
Sr.No. Particulars Page No
1 Unaudited standalone Financial Results for the nine months period ended December 31,
2024 including reports thereon.
F-1 to F-04
2 Audited standalone Financial Results for the financial year ended March 31, 2025
including reports thereon.
F-05 to F-11
----------------Page (106) Break----------------
F-1
----------------Page (107) Break----------------
F-2
----------------Page (108) Break----------------
F-3
----------------Page (109) Break----------------
F-4
----------------Page (110) Break----------------
JM. FIN TOCH LIMITED
CIN: LALHIRTZ PRIPLOW9253
Regd. Office: Shap Ne 3, fst Floor, Adbi Vinayake Compley, Ne 3 Bus Stand, Copalsamy Temple Street, Ganspathy, Coimbatore, Tami Nadu, indie 641006
Email: investor? jiajfintochiid.com | Website: weew jeifintechitd. com | Ph. No. : FAOSS2ETDLNT
STATEMENT OF STANDALSINE AUDFY ED FINANCIAL RESULTS POR THE OUARTER PND AEST MARCH 2028
Rs.tn Laes
Quarter Ended Year Eaded
B Particulars SYARS.20S FLL 24 PLB 2S 31.05.2025 AL 2824
Refer Note i naudited Aimed Audited Aaaliredd
i les / Income from Operations 0.78 207.50 LTE FAG AR
Mo pother Operating income Ti 0.98 f 34
LE ‘Tsetal Invonse from: Operations (Net) GHATY 350.44 BU63S AMT: The IS
IV LExpenses
a. (Cost of Material Consumed “¢ *
&. aPurchasc of Stock-in-Trads “ 7 F _, }Chanees in gwenteries ef Finished eeods:work im progress & Stock in . . . . -
“Prades & PPinance Cost SULT ASSES 80.50 157.46 35 00
e. fEmploves bonafits expenses 247.03 91.69 $2.20
£ PDoprecution & Amortisation Expoase 7.38 7.08 1.2 AB SE
eg (Other Expenses .
i | Admunisirative Eexponscs TWELS1 $1.38 ABIL 1.22
ii P Provision for Noa-Perlornung Assets’ Bad debts’ Standard Asscts 2S 2h93 SAF BOSS eat
Bi Hied debts 2 =
iiacelesdniees 279 2S. M230 TOG 350.99
V | Peafit bofore Exceptional and Eacten ordinmry tems and “Pax (DIV) agToy 14K 16425 45.56 SRETG
Wf PPsoeptional ents . - * 7
VEL | Profit before Extraordinary Hems and Tax (V-VD sa3e2 {45.56 164.28 948.88 388.26
VIB Pxtmordinary Bert - “ - 7
IX [Profle Before Tax(VILVIND 332.92 145.56 16428 94856 395.76
X Tax expense
a. POurrent Tax RB ALIS ens oer sg 36.30
% [Vax Relating t Earlier Year 283 . 298 +
& |Petorred Tax Assot(Ned} of 538 - “AT 098 aan
d. ]Eseess Provision for Tax Written Back . * * . o
¢. |Provision for RBI Standard Reserve @ 20% on PRT 189.83 PLAS Be 72.33
‘M1 )Prefit/(Loss} fer the peried from Continuing Operations(]X-A} GES ec 462 R16 ree
XU | Prefli/(Lose) from Discontinuing Operations . - “| « - -
XU Pax expenke from Discontinuing Operations F . . ‘ :
are Proi(os) hear F aperations alter Taxi The : ~ ° ”
A LETS XY 7 Profit/(Lass) for the period (AL X1V> 66.4% 181.58 46.22 216.91 Bas
XVi LEarning Per Share of Ra, 10/ each (not armunilzed)
a) Basic naz 57 837 apa LP
ib) Dibuted ; O52 O78 G8? 408 £93
SOQTES.
}. The sandalone financial results of the company have boen prepared in 2 with Indian Accotinting Standard(‘ind AS) notified ander section 123 af the Companies Act 2033 Standards} Rules. 2015. as amended from tame fo time, the circulacs, qudicline and divection issues by the Reserve Bank of india (REY, Regulation 38 and Re:
Disclsaurs Requirements) Regul , SHES as Ai od and other rec! ed accourtting siactioes generally accepted in Inde
dd With the compamest Indian Accomting ion 32 road with Ri ation G4:2) af'tho SEI Listng Obligations and
2. The above resulia hawe been reviewed by ihe Asdit commuilice and sibseqnently approved by the oard of Dercctort m their reqpeetitic meeting held o8 Apnl 22.2025
3. The Standalone tmancial results for the your ended March 31, 2625 have been audited by the Nustutory Arsditers
4 The figures for the fourth quarter of the earrent and previews financial yenr are, the balancing figaee between audited figures invespect of the fill financial year and the published yeur to date figures apte the end of tind quarter of the cunent and previous finsncial year which war stby soview by the statutery aadiiors. ct ty Henit
&, Repost on subberdinate deble availed as per the RBI Muster Direction DNBRPUMHMAIS. 18 179/2010-17 ~ NBFO Acceptame af Public Deposits.
6 Tho conipany is Primarily engaged in the busines of financing and there we ne separate reportable acpracnls identified as per Ind As 1O8 Operating Segments
7. Phe figures for the pervious perkates’ year have beer eogvouped/ wearunood wherever necessary to comferm to the carent period preuratation There are no wignifesat regreuping’ roclasaitioation lor the quarter under tepart
Yor IMAEINTECH LIMITED
doje Medathommpady Johiy
Managing Director
DINLH27 22128
Pace : Colinbatore 641006
Date : 2204/2028
----------------Page (111) Break----------------
2NLJ FINTECH LIMITED
CUN: LSLI02TZA982PLCOZ9253
Reed. Office:Shop No 3 ist Floor, Adhi Vinayaka Compics.No 4 Bus Stand,
Gopalasamy Teorple Street.Ganapaihy, Coumbatere, Tamiinadu -64 1006 Email: investor@ jm jfintechitd.com | Website: www. jmjfintechitd.com | Ph. No. : FIORVIII9 LZ
Place : CoimbatexOan
Date : 22/64/2025
Statement of Standalone Assets and Liabilities as at March 31, 2025
Rs.in Lacs
Particaiars As at March 31, As at March 31,
: 228 2024
Audited Audited
ASSETS.
G) Financial Assets
(a) Cash and Cash eqnivaicnts 191.39 $.15
(b) Bank balunce other Uhan ta) above
fo) Derivative fmancial insirument
id} Receivables
dd) Trade Receivables (> Other Receivables O35
{c) Deposits 38.32 21.82
( Loans and Advances 4.236.95 2,519.79
(2) hevesimenis (bh) Other Financial Assets 18.68 1486
Sub-tetal (1) 4585.89 LSGL26
(2) Naa- fenancial Assets
fay Inventories
{pb} Current fan assets (Net) te ) Deferred Tax assets LSi O83
43 Invesienent Property
(ec) Biological Assets other than bearer planis
(D Property. Plant & Equipment 62,36 44.76
{g) Capital work-in-progress ~
() Totangible assets under development
@) Goodwill
() Other intangible assets 23.06 12d
{ky Other non- financial assers 242.22 124.73
Sub-total (2) 299.45 183.28
Total Assets (A) (142) 465,34 2,744.51
SULIABILITIES AND EQUITY LIABILITIES
i1) Financial Uabilities
(3) Derivative Gnanchd Insimament
1b) Payables CD) Trade Payables 2162 1454
a) Other Pavables 60.16 30.90
(c ) Debt securities
(3) Subordinated Debts 2OO6.70 1,035.70
{¢ } Deposits if) Borrowings 100,00
#02) Other financial linbilivies
Sub-tetal (1) 2,180.48 LUSTIG
(2) Non-financial liabilities
4a} Current tax liabilities (Net) 5.26 201 (oy Provisions 24785 104.64
(a) Other non-financial Habilities
Sub-total (2) 255.43 196.65
(3) Equity
(a) Equity share capital 1,280.06 1,240.00 cb) Otter equity 1082.75 316.72
2,462.78: 1356.72
Veual equity gad liabilities (By (470) 4,805.34 beIT ES
i f For IMJ FINTEGH LIMITED
Joju Madathumpady Johny
Managing DNrector
DIN-OITI7125
----------------Page (112) Break----------------
JMO FINTECH LIMITED
CIN: LAPOITZ AGS SP LACUR9 283
Reed. Office: Shop No 3st Fleer, Adhi Vinavaka Comples.No 3 Bus Stand,
Gopalasamy Temple Street Ganapathy, Colmbatorc.Tamilnade -64 1006
Email: investar@jmffintechlid.com | Website: www. jajfintechitd.com | Ph. Ne. : 739592229 1/92
Statement of cash flow for the period from Uist April 2024 to 31st Mar 2025
Resin Lace
PARTICULARS 34-03-2028 31-03-2024
A. Cash Flow Fram Operating Activities
Net Profit Before Tax & Extra-Ordinary Homes 945.56 385.76
Adjustments for Non-Cash & Non-Operating Expenses
Depreciation : 23.81 18.23
Bad Debts written off # @
Provision for NPA/ GVritien back i/Standrad Assets 20,35 od
Share Issue Expenses w/oll { ”
Preliminary Expenses w/off =
Operating Profit Before Working Capital Chanocs 989,72 404.40
Adjustments for Working Capital Changes
A. Net Cash Flow from Operating Activities
inventories - (increase) / Decrease *
Trade Receivables ~ (increase) / Deorease -
lncome Tax Receipts ss
Short & Long Term Loans & Advances - Gacrease) / Decrease CPST 35) 1,162.20)
Other Corrent and Non- Current Assets » (nercase) / Decrease (109.32) (116.10)
Linbilides & Provisions - Increase / (Decrease) (55.74) 3n78
Cash Generated from Operations 33.04) {836,15
‘Taxes Pax Durme the Year “ *
Net Cash Mew from Oncrating Activitics (833.04) QI6I5)
B. Cash Flew From Investing Activities
Commercial Deposits and Bank deposits ” 22,28
Net (Purchase /Sale of Fixed Assets ; (S153) (41.91)
Net Cash Fiow from Investing Activities (BLS) (18.76)
C. Cash Flow From Financing Activities ;
Proceeds from Issue of Equity Shares : 100.00 -
issue Expenses Incarred - -
(Repayment /Avaiment of Borrowings 1,071.06 736.60
_Net Cash Flow frou: Financing Activities Li7L0e 736.60
BD. Net Increase ( Decreasc) im Cash & Cash Equivalents 186,44 (18.30)
E. Opening Cash & Cash Equivalents $5 123.46
FP. Closme Cash & Cash Equivalents ; 191.59 S48
* _— . Kor 2MJ PINDECH LIMITED
: a oe
2 v
hewiia S foju Madathumpady Johny
Place ; Cotmbatore-641006
Date : 22/04/2825 +
Managing Directer
DIN: @2712125
----------------Page (113) Break----------------
Mahesh C. Solanki & Co.
Chartered Accountants
INDEPENDENT AUDITOR’S REPORT
TO THE BOARD OF DIRECTOS OF M/S JMJ FINTECH LIMITED
Report on the audit of the Standalone Financial Results
We have audited the accompanying statement of standalone financial results of M/s. JMJ Fintech
Limited (“the Company”), for the quarter ended 31 March 2025 and the year-to-date results for the
period from 1* April 2024 to 31° March 2025 attached herewith, being submitted by the Company
pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“Listing Regulations”)
Opinion
In our opinion and to the best of our information and according to the explanations given to us these
standalone financial results:
i. are presented in accordance with the requirements of Regulation 33 of the Listing
Regulations; and
ii. give a true and fair view in conformity with the recognition and measurement principles
laid down in the applicable accounting standards and other accounting principles generally
accepted in India of the net profit and other comprehensive income and other financial
information for the quarter and year ended 31st March 2025
Basis for opinion
We conducted our audit in accordance with the standards on auditing (SAs) specified under section 143
(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the audit of the standalone financial Result section of
our report. We are independent of the Company in accordance with the code of ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant to
our audit of the financial results under the provisions of the Companies Act, 2013 and the rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the code of ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
803, Airen Heights, PU-3, Scheme No. 54, Opp. Malhar Mega Mall, A.B. Road, Indore - 452 010 (M.P.) India
Tel : +91-731-3019040, +91-89940-99777 | Fax : +91-731-4067999, Email : info@mesca.com | Web : www.mcsca.com
----------------Page (114) Break----------------
Mahesh C. Solanki & Co.
Chartered Accountants
Management’s Responsibilities for the Standalone Financial Results
These quarterly financial results as well as the year-to-date standalone financial results have been
prepared on the basis of standalone financial statements. The Company’s Board of Directors are
responsible for the preparation of these financial results that give a true and fair view of the net profit
and other comprehensive income and other financial information in accordance with the recognition
and measurement principles laid down in Indian Accounting Standard prescribed under Section 133 of
the Act read with relevant rules issued thereunder and other accounting principles generally accepted in
India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and presentation of the standalone financial
results that give a true and fair view and are free from material misstatement, whether due to fraud or
error.
In preparing the standalone financial results, the Board of Directors are responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Standalone Financial Results
a) Our objectives are to obtain reasonable assurance about whether the standalone financial results as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion.
b) Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with auditing standards will always detect a material misstatement when it exists.
c) Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these standalone financial results. As part of an audit in accordance with auditing
standards, we exercise professional judgment and maintain professional skepticism throughout the
audit. And we also:
803, Airen Heights, PU-3, Scheme No. 54, Opp. Malhar Mega Mall, A.B. Road, Indore - 452 010 (M.P.) India
Tel: +91-731-3012040, +91-82940-99777 | Fax : +91-731-40679929, Email : info@mesca.com ! Web : www.mesca.com
----------------Page (115) Break----------------
Mahesh C. Solanki & Co.
Chartered Accountants
e Identify and assess the risks of material misstatement of the standalone financial results,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
e Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are
also responsible for expressing our opinion on whether the Company has adequate internal
financial controls with reference to financial statements in place and the operating effectiveness
of such controls.
e Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
e Conclude on the appropriateness of Board of Director’s use of the going concern basis of
accounting and based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company’s to cease to continue as a going concern.
e Evaluate the overall presentation, structure, and content of the standalone financial results,
including the disclosures, and whether the standalone financial results represent the underlying
transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial results that,
individually or in aggregate, makes it probable that the economic decisions of the reasonable
knowledgeable user of the standalone financial results may be influenced. We consider
quantitative materiality and qualitative factors in
i. planning the scope of our audit work and in evaluating the results of our work; and
ii. to evaluate the effect of any identified misstatements in the standalone financial results.
803, Airen Heights, PU-3, Scheme No. 54, Opp. Malhar Mega Mall, A.B. Road, Indore - 452 010 (M.-P) India
Tel : +91-731-3019040, +91-829940-99777 | Fax : +91-731-4067929, Email : info@mcesca.com | Web : www.mcsca.com
----------------Page (116) Break----------------
Mahesh C. Solanki & Co.
Chartered Accountants
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
Other Matters
The figures of the standalone financial results as reported for the quarter ended March 31, 2025 and the
corresponding quarter ended in the previous year are the balancing figures between audited figures in
respect of the full financial year and the published year-to-date figures up to the end of third quarter of
the relevant financial year. Also, The figures up to the end of the third quarter of the current and
previous financial year had only been subjected to limited review by us.
Our opinion is not modified in respect of the above matter.
For Mahesh C Solanki & Co.,
Chartered Accountants
FRN No. 006228C
Yoni
CA Vinay Kumar Jain
Partner
Membership No. 232058 :
UDIN: 25232058BMKUUM2684
Place: Chennai
Date: 22-04-2025
803, Airen Heights, PU-3, Scheme No. 54, Opp. Malhar Mega Mall, A.B. Road, Indore - 452 010 (M.P.) India
Tel : +91-731-3019040, +91-89940-99777 | Fax : +91-731-4067999, Email : info@®mecsca.com ! Web ; www,mcsca.com
----------------Page (117) Break----------------
104
ACCOUNTING RATIOS
The following tables present certain accounting ratios as of respective periods. For details, see “Financial
Statements” on page 103.
Accounting Ratios (Based on Financial Results)
(₹ in Lakhs unless specified)
Particulars Audited
FY 2023-24
Audited
FY 2024-25
Unaudited
31st
December
2024
Unaudited
31st
December
2023
Earnings Per Share
(a) Basic Earnings Per Share (in Rs.) 1.72 4.04 3.52 1.35
(b) Diluted Earnings Per Share (in Rs.) 1.72 4.04 3.52 1.35
PAT 213.77 516.91 450.76 167.56
Net worth 1,556.72 2362.75 2107.49 1433.35
Return on Net Worth (%) 13.73% 21.88% 21.38% 11.69%
Net Asset Value / Book Value per Equity Share
each (in Rs.)
12.55 18.46 16.46 11.56
Face Value per Equity Share (in Rs.) 10.00 10.00 10.00 10.00
EBITDA 488.65 1123.82 732.36 274.63
Certified by M/s Mahesh C Solanki & Co, Chartered Accountants, Statutory Auditors of our Company vide their
certificate dated February 05, 2025.
The formula used in the computation of the above ratios are as follows:
Basic earnings per
share
Net Profit after Tax as per Profit and Loss / Weighted Average number of Equity Shares.
Diluted earnings per
share
Net Profit after Tax as per Profit and Loss (after adjustment for convertible securities)
/ Weighted Average number of Equity Shares (including convertible securities).
Return on net worth
(in %)
Return on Net Worth is calculated as PAT attributable to the owners of the company for
the period as presented in the profit and loss in the Financial Statements / Net Worth.
Net Worth as per
2(1) (hh) SEBI
(ICDR)
Regulation, 2018
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
Equity Share
Net worth at the end of the year / Number of Equity Shares outstanding at the end of
the year.
EBITDA EBITDA is profit before exceptional items and tax minus other income plus finance
costs, depreciation and amortisation expense for the year
----------------Page (118) Break----------------
105
Calculation of Return of Net Worth
(₹ in Lakhs unless specified)
Particulars
Based on Unaudited Financial
Results
Based on Audited Financial
Statements
As at and for
the nine months
ended
December
31,2024
As at and for
the nine months
ended
December
31,2023
As at and for
the year
ended March
31, 2024
As at and for the
year ended
March 31, 2025
Profit / (loss) after tax (A) 450.76 167.56 213.77 516.91
Net Worth (B)* 2,107.49 1,433.35 1,556.72 2362.75
Return of Net Worth (A/B)
(%)
21.38% 11.69% 13.73% 21.88%
*Net worth as per 2(1)(hh) of SEBI (ICDR) Regulations, 2018
Calculation of Net asset value per Equity Share
Particulars
Based on Unaudited Financial
Results
Based on Audited
Financial
Statements
As at and for the
nine months
ended December
31,2024
As at and for the
nine months
ended December
31,2023
As at and for
the year
ended March
31, 2024
As at and for
the year
ended March
31, 2025
Net Worth (A) (₹ in Lakhs) 2,107.49 1,433.35 1,556.72 2362.75
No. of shares (B) (in numbers) 128.00 124.00 124.00 128.00
Net Assets Value (₹) [(A x
100,000) / B]
16.46 11.56 12.55 18.46
Calculation of EBITDA
Particulars
Based on Unaudited
Financial Results
Based on Audited Financial
Statements
As at and for
the nine
months ended
December
31,2024
As at and for
the nine
months ended
December
31,2023
As at and for the
year ended
March 31, 2024
As at and for the
year ended
March 31, 2025
Profit Before Tax 612.65 221.51 385.76 945.56
Depreciation & Amortization 16.43 0.00 18.22 23.81
Finance Cost 106.29 54.41 84.99 157.46
Less: other Income 3.01 1.29 0.33 3.01
EBITDA 732.36 274.63 488.65 1123.82
----------------Page (119) Break----------------
106
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our
Unaudited Financial Results for the Nine months period ended December 31, 2024 and Audited Financial
Statements as of and for the FY 2023-24 and FY 2024-25 all prepared in accordance with the Companies Act and
Ind AS, including the schedules, annexures and notes thereto and the reports thereon, included in the section titled
“Financial Information” on page 103. Unless otherwise stated, the financial information used in this chapter is
derived from the Audited Financial Statements and Unaudited Financial Results of our Company.
This discussion contains forward-looking statements and reflects our current views with respect to future events
and financial performance. Actual results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors such as those set forth in the sections titled “Risk Factors” and “Forward-
Looking Statements” on pages 20 and 15 respectively.
Our financial year ends on March 31 of each year, so all references to a particular “financial year” and “Fiscal”
are to the twelve (12) month period ended March 31 of that year. References to the “Company”, “we”, “us” and
“our” in this chapter refer to JMJ Fintech Limited on a standalone basis, as applicable in the relevant period,
unless otherwise stated. For further information, see “Financial Statements” beginning on page 103.
OVERVIEW OF OUR BUSINESS
Our Company was originally incorporated as Meenakshi Enterprises Limited as a Public Limited Company under
the provisions of the Companies Act, 1956 on 27th November 1982 in the City of Chennai (formerly known as
Madras), Tamil Nadu.
At the time of Incorporation the Company was in the business as traders, exporters, agents representatives, dealers,
producers, stockists, importers or distributors of Industrial, commercial, agricultural, scientific, household,
domestic, automobile, farm and forest products, goods plants, machineries equipments, apparatus, gadgets,
appliances, accessories, spare parts or other merchandise including tea, coffee and to acquire by purchase, lease,
exchange, hire or otherwise develop or operate land, buildings and investment of shares and securities.
The Company at the Annual General Meeting held on September 09, 1997, amended its Object clause of MOA
and inserted the objects of business of letting on hire or sale all kinds of commercial and machinery, equipment
and tools and to enter in the business of Tour and Travel Agents.
The Company post this applied to the Reserve Bank of India for the issuance of Certificate of Non-Banking
Financial Company and the Company was issued by the Reserve Bank of India on March 09, 1998 under the
Registration Certificate No. B- 07.00141.
The Company since then has been in to the business of Non-Banking Finance Company and trading in Shares and
Securities. Apart from NBFC activities, the Company is also investing in Capital Market as and when the
Company seems to gaining from these activities and find opportunities to earn profit.
SIGNIFICANT FACTORS AFFECTING OUR BUSINESS, FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Our business, financial condition and results of operations are affected by numerous factors and uncertainties,
including those discussed in the section titled ‘Risk Factors’ on page 20. The following are certain factors that
had, and we expect will continue to have, a significant effect on our business, financial condition and results of
operations:
1. Factors affecting the Banking and Finance Industry;
2. Increasing competition in the Industry;
3. Changes in government regulations, tax regimes, laws and regulations that apply to the industry;
4. Changes in fiscal, economic or political conditions in India;
5. Changes in the foreign exchange control regulations, interest rates and tax laws in India;
6. Our dependence on our key managerial personnel, including our Directors and senior management;
7. Our ability to successfully implement our business strategy and plans.
----------------Page (120) Break----------------
107
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 “Audited Financial Information” on page
103 of this Letter of Offer.
CHANGE IN ACCOUNTING POLICIES IN PREVIOUS 3 YEARS
Except as mentioned in the Notes to the Accounts in the chapter “Audited Financial Information” on page 103 of
this Letter of Offer has been no change in accounting policies in last 3 years.
RESERVATIONS, QUALIFICATIONS AND ADVERSE REMARKS
The Audit Report issued by our Statutory Auditors has no reservations, qualifications and adverse remarks.
PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS
Revenue
Our revenue comprises of:
Revenue from operations
Our revenue from operations is derived from the sale of products and services. Revenue is comprised of interest
income on loan, term loan, gold loan, small personal loan, Bank interest, interest on FD. All these activities are non-
banking financial activities. The recognition method depends on the nature of the services rendered by the Company.
Other Income
Other income primarily comprises recurring income, including consultancy income, dividend income, interest
income on fixed deposits accrued. It also includes non-recurring income such as creditors written back, statutory
provision written off, gains on foreign currency transactions, and miscellaneous income, interest on IT refund.
Expenses
Changes in inventories of Stock-in-Trade
Changes in inventories of stock-in-trade include Sales and Purchase of Shares.
Employee Benefit Expenses
Employee benefit expenses comprise salaries, incentives, wages, gratuity, bonuses, commissions, contributions to
provident and other funds, and staff welfare expenses.
Travel Expense
Travel expenses include costs related to traveling and conveyance.
Other Expenses
Other expenses include branch opening expenses, rent, advertisements and business promotion, publicity expenses,
commission and brokerage, electricity and water charge, filing fees and subscription, repairs and maintenance, legal
and professional fees, electricity, insurance, printing, computer and software expenses, and miscellaneous expenses.
Employee benefit expenses
Employee benefit expenses consists of salaries, wages, gratuity, bonus, commission, contribution to provident
fund & other funds and staff welfare expenses.
----------------Page (121) Break----------------
108
Other expenses
Other expenses include branch opening expenses, rent, advertisements and business promotion, publicity expenses,
commission and brokerage, electricity and water charge, filing fees and subscription, repairs and maintenance, legal
and professional fees, electricity, insurance, printing, computer and software expenses, and miscellaneous expenses.
Finance cost
Finance costs comprise interest expenses and other finance-related costs. Interest expenses generally include
interest on secured and unsecured loans, interest on income tax, and TDS. Other finance costs consist of bank
commissions, letter of credit charges, interest on buyer's credit, loan processing charges, commission on corporate
guarantees, loan repayment charges, and term loan renewal charges.
Depreciation and Amortisation Expense
Depreciation and amortization expenses include depreciation on property, and equipment, office equipment,
furniture and fixtures, vehicles, computers and peripherals, electrical installations, and amortization of intangible
assets.
Provision for non-performing assets/bad debts
Provisions for NPA / bad debts comprises increase in sub-standard assets, bad and doubtful assets and loss assets
which are increasing by year on year.
Tax expenses
Tax expenses comprise current tax and deferred tax. Current tax is determined based on taxable income using
applicable tax rates and laws. Deferred tax liabilities or credits arise due to differences between taxable and book
profits resulting from timing differences. Deferred tax is measured based on applicable tax rates and laws enacted
or substantively enacted by the relevant balance sheet date.
The company has demonstrated strong revenue growth driven by expanded operations and higher sales. However,
increased expenses in finance costs, employee benefits, and NPAs highlight areas requiring financial management
and operational efficiency improvements.
----------------Page (122) Break----------------
109
Results of our Operations
The following table sets forth certain information with respect to our results of operations for the periods indicated:
(₹ in Lakhs unless specified)
Nine months period ended 31st December 2024 to Nine Months ended 31st December 2023
Our total income increased by 150.80% to ₹1,104.02lakhs for nine months ended 31st December, 2024 from ₹440.20 lakhs for the nine months ended 31st December, 2023.
As on December As on December
FY 2023-24 FY 2024-25 31,
2024
31, 2023
Particulars Amount % of Total
Revenue
Amount % of Total Revenue
Amount % of Total
Revenue
Amount % of Total Revenue
Revenue from Operations 1101.01 99.73 438.91 99.71 746.41 99.95 1711.71 99.82
Other Income 3.01 0.27 1.29 0.29 0.34 0.05 3.01 0.18
Total Revenue 1104.02 100.00 440.20 100.00 746.75 100.00 1714.72 100.00
Finance Cost 106.29 9.63 54.41 12.36 84.99 11.38 157.46 9.18
Purchases of Stock-in-Trade 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Changes in Inventories of finished goods, work-in-progress and
stock-in-trade
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Employee Benefit Expense 195.58 17.72 84.93 19.29 137.13 18.36 342.61 19.98
Depreciation and Amortization Expense 16.43 1.49 0.00 0.00 18.23 2.44 23.81 1.39
Administrative & Other Expenses 123.42 11.18 77.10 17.51 120.23 16.10 224.93 13.12
Total Expenses 441.72 40.01 216.44 49.17 360.58 48.29 748.81 43.67
Profit Before exceptional and extraordinary items and taxes 662.30 59.99 223.76 50.83 386.17 51.71 965.91 56.33
Exceptional items-Net Provision for Bad debts and NPA, Sub
Std and Std
49.65 4.50 2.25 0.51 5.42 0.73 20.35 1.19
B/f NPA Provision Reversed 0.00 0.00 0.00 0.00 (5.01) (0.67) 0.00 0.00
Tax expense:
(i) Current Tax 158.91 14.39 53.95 12.26 96.30 12.90 237.54 13.85
(ii) Tax relating to earlier years 2.98 0.27 0.00 0.00 0.00 0.00 2.98 0.17
(iiia) Deferred tax Asset 0.00 0.00 0.00 0.00 (0.82) (0.11) -0.98 -0.06
(iiib) b/f deferred tax Liability Reversed 0.00 0.00 0.00 0.00 (0.64) (0.09) 0.00 0.00
(iv) Reversal of FY 20-21 tax provision 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(v) Statutory reserve @20% on PBT 0.00 0.00 0.00 0.00 77.15 10.33 189.11 11.03
Total Tax expenses 161.89 14.66 53.95 12.26 171.99 23.03 428.65 25.00
Profit/(Loss) for the period 450.76 40.83 167.56 38.06 213.77 28.63 516.91 30.15
----------------Page (123) Break----------------
110
Bifurcated into revenue from operations and other income.. Total revenue comprises of:
Revenue from Operations
Our revenue from operations increased by 150.85% for nine months ended 31st December, 2024 was ₹1,101.01 lakhs from ₹438.91 lakhs for the nine months ended 31st
December, 2023.
Other Income
Our other income increased by 133.33 % for nine months ended 31st December, 2024 was ₹3.01 lakhs from ₹1.29 lakhs for the nine months ended 31st December, 2023. Due
to new FD interest.
Expenses
Our total expenses increased by 104.08% to ₹441.72 lakhs for nine months ended 31st December, 2024 from ₹216.44 lakhs for the nine months ended 31st December, 2023.
Employee benefit expenses
Our employee benefit expenses increased by 130.28% to ₹195.58 for nine months ended 31st December, 2024 from ₹84.93 for the nine months ended 31st December, 2023, due
to increase in salaries & incentives.
Finance cost:
Our finance cost expenses increased by 95.35% for nine months ended 31st December, 2024 to ₹106.29 lakhs from ₹54.41 lakhs for the nine months ended 31st December, 2023.
Due to additional Sub-Debt, there is an increase in Sub-Debt interest expense and other bank charges.
Depreciation and Amortisation Expense
Our depreciation and amortization expense increased for nine months ended 31st December, 2024, to ₹16.43lakhs from ₹0.000 lakhs for the nine months ended 31st December,
2023.
Administrative expenses
Our administrative expenses increased by 60.08% from ₹77.10 lakhs for the nine months ended 31st December, 2023 to ₹123.42 lakhs for nine months ended 31st December,
2024, Due to increase in scale of Operations expenses also increased.
Provision for non-performing assets/bad debts
Our Provision for NPA increased by 2106.67% from ₹2.25 lakhs for the nine months ended 31st December, 2023 to ₹49.65 lakhs for nine months ended 31st December, 2024.
Due to increase in sub-standard assets and Doubtful Assets.
----------------Page (124) Break----------------
111
Tax Expenses:
Our tax expenses increased by 200.07% to ₹161.89 lakhs for nine months ended 31st December, 2024 from ₹53.95 lakhs for the nine months ended 31st December, 2023.
Because of increase in Profit which was due to increase in scale of operations.
FY 2024-25 compared to FY 2023-24
Total Revenue
Our total income increased to ₹1714.72 Lakhs in Fiscal 2025 from ₹746.75 lakhs in Fiscal 2024. The total income of March 2025 is ₹1714.72 lakhs. Total revenue comprises
of:
Revenue from operations
Our revenue from operations increased by 129.33% to ₹1711.71 lakhs in fiscal year 2025 from ₹746.41 lakhs in fiscal 2024.
Other income
The other income increased by 785.29 % to ₹ 3.01 lakhs in fiscal 2025 from ₹0.34 lakhs in fiscal year 2024.
Expenses
Our total expenditure increased by 107.67% to ₹748.81 lakhs in Fiscal 2025 from ₹ 360.58 lakhs in Fiscal 2024. Total expenditure comprises of:
Employee benefit expenses
Our employee benefit expenses increased by 149.84% from ₹137.13 lakhs in Fiscal 2024 to ₹342.61 lakhs in Fiscal 2025. Due to increase in salaries & incentives.
Finance cost
Our finance cost expenses increased by 185.25% to Fiscal 2025 ₹157.46 lakhs from ₹85.00 lakhs in Fiscal 2024. Due to additional Sub-Debt, there is an increase in Sub-Debt
interest expense and other bank charges.
Depreciation and Amortisation Expense
Our depreciation and amortization expense increased by 30.61% from ₹18.23 lakhs in Fiscal 2024 to ₹23.81lakhs in Fiscal 2025 Due to increase in our plant, property and
equipment.
----------------Page (125) Break----------------
112
Other expenses
Our other expenses increased by 87.09% from ₹120.22 lakhs in Fiscal 2024 to ₹ 224.93 lakhs in Fiscal 2025. Other expenses primarily include travelling expenses, legal and
professional fees, insurance and electricity. The expenses have increased as the scale of operations have increased in Fiscal 2025 as compared to Fiscal 2024.
Provision for non-performing assets/bad debts
Our Provision for NPA increased to 20.35 lakhs in Fiscal 2025. Due to increase in sub-standard assets and Doubtful Assets.
Taxation
Our tax expenses are ₹ 240.52lakhs in fiscal 2025 was increased as compared to fiscal year 2024tax expenses ₹96.30 lakhs. Because of increase in Profit which was due to
increase in scale of operations.
Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations
Other than as described in the chapter titled “Risk Factors” and chapter titled “Management Discussion and Analysis of Financial Condition and Results of Operations” beginning
on pages 20 and 106 respectively, of this Letter of Offer, to our knowledge, there are no known trends or uncertainties that have or are expected to have a material adverse impact
on our income from continuing operations.
Related Party Transactions
For details, please see the chapter titled “Financial Statements” beginning on page 103.
Significant developments after March 31, 2025 that may affect our future results of operations
Other than as disclosed in this Letter of Offer, there have been no significant developments after March 31, 2024 that may affect our future results of operations. For further
information, please see the chapter titled “Material Developments” on page 113.
----------------Page (126) Break----------------
113
MATERIAL DEVELOPMENTS
Except as stated in this Letter of Offer and as disclosed below, to our knowledge, no material developments have
arisen since March 31, 2024, which materially and adversely affect or are likely to affect our operations,
performance, prospects or profitability, or the value of our assets or our ability to pay material liabilities:
1. The Board of Directors of our Company has, at its meeting held on May 23, 2024, approved the audited financial
results for the year ended March 31, 2024 and appointment of Mr. Nidheesh P Anto as the Internal Auditor of the
company for the financial year 2024-25.
2. On September 25, 2024, an application was filed with BSE Limited for reclassifying Mr. Sajeeth Mohmmad Salim,
from promoter to public shareholders under SEBI regulations and the same was approved on December 31, 2024.
3. The company has started 15 new branches in the States of Kerala, Tamil Nadu & Karnataka from April 2024 to
till date.
4. The Board of Directors of our Company has, at its meeting held on February 05, 2025, approved the unaudited
financial results for the quarter year ended December 31, 2024.
5. The Company has issued a postal ballot notice dated November 27 2024 and corrigendum dated December 10,
2024 to the notice dated November 27, 2024 for the following businesses:
• Increasing its authorised share capital from Rs. 25,00,00,000/ (Rupees Thirty-Five Crores only) divided into
2,50,00,000 (Two Crores fifty lakh) shares of face value of Rs. 10/- (Rupees ten only) each to Rs.
40,00,00,000/- (Forty Crores only) divided into 4,00,00,000/- (Four Crores) shares of face value of Rs.10/-
(Rupees ten only) each ranking pari passu in all respect with the existing Equity Shares of the Company as
per the Memorandum and Articles of Association of the Company.
• Increase in Managerial Remuneration payable to Mr. Joju Madathumpady Johny (DIN: 02712125), Managing
Director of the Company.
• Increase In Managerial Remuneration Payable to Mr. Johny Madathumpady Lonappan (DIN:00017895),
Chairman & Whole-time Director Of The Company.
6. The Board of Directors of our Company has, at its meeting held on January 21, 2025 approved the offer and
issuance of partly paid-up equity shares of the Company for an amount not exceeding Rs. 49 Crore (Rupees forty
nine Crore) by way of Rights Issue.
7. The Board of Directors of our Company has, at its meeting held on April 22, 2025, approved the audited financial
results for the year ended March 31, 2025 and appointment of Mr. Nidheesh P Anto as the Internal Auditor of the
company for the financial year 2025-26.
----------------Page (127) Break----------------
114
MARKET PRICE INFORMATION
The Equity Shares are listed on the BSE. The Rights Equity Shares will be listed on the Stock Exchange pursuant to the
Issue. For further details, please see "Terms of the Issue" on page 127 of this Letter of Offer. We have received in-
principle approvals for listing of the Rights Equity Shares on the Stock Exchange to be issued pursuant to the Issue from
the BSE by letter dated April 30, 2025. Our Company will also make application to BSE to obtain the trading approval
from the stock exchange for the Rights Entitlements as required under the SEBI Rights Issue Circulars.
For the purpose of this section, unless otherwise specified:
1. Year is a Financial Year;
2. Average price is the average of the daily closing prices of our Equity Shares for the year, or the month,
as the case maybe;
3. High price is the maximum of the daily high prices and low price is the minimum of the daily low prices
of our Equity Shares, for the year, the month, or the week, as the case may be; and
4. In case of two days with the same high/low/closing price, the date with higher volume has been
considered
Stock Market Data of the Equity Shares
The following table sets forth the high, low and average market prices of the Equity Shares recorded on the BSE during
the preceding three years and the number of the Equity Shares traded on the days of the high and low prices were
recorded.
BSE LIMITED
Financial
Year
High (₹) Date of
High
Volume
on date
of high
(No. of
Equity
Shares)
Low (₹) Date of
Low
Volume
on date
of low
(No. of
Equity
Shares)
Average
(₹)
Volume
of
Equity
Shares
traded
in a
year
2023-24* 32.26 August
23, 2023
40,561 12.11 August
07, 2023
4070 19.92 35,88,390
2022-23 26.45 February
01, 2023
44,600 11.70 June
21,2022
1375 15.29 25,33,050
2021-22 23.20 January
04, 2022
33,584 2.39 April
09,2021
223 10.43 15,72,358
(Source: www.bseindia.com)
The high and low prices and volume of Equity Shares traded on the respective date on the BSE during the last six months
preceding the date of filing of this Letter of Offer are as follows:
BSE LIMITED
Month High
(₹)#
Date of
High
Volume
on date
of high
(No. of
Equity
Shares)
Low
(₹)##
Date of
Low
Volume
on date
of low
(No. of
Equity
Shares)
Average
(₹)###
Volume
of
Equity
Shares
traded
in a
year
January
2024
30.97 January
21, 2025
12,022 25 January
13, 2025
3974 27.43 2,15,974
----------------Page (128) Break----------------
115
BSE LIMITED
Financial
Year
High
(₹)#
Date of
High
Volume
on date
of high
(No. of
Equity
Shares)
Low
(₹)##
Date of
Low
Volume
on date
of low
(No. of
Equity
Shares)
Average
(₹)###
Volume
of
Equity
Shares
traded
in a
year
December
2024
33.49 December
02, 2024
17,481 25.33 December
13, 2024
7736 28.57 3,19,580
November
2024
34 November
11, 2024
19,408 26.10 November
18, 2024
11,658 29.04 1,84,198
October
2024
30.89 October
01, 2024
15,074 23.44 October
25, 2024
11,313 27.40 2,56,651
September
2024
36.82 September
02, 2024
34,129 26.02 September
09, 2024
42,118 31.17 4,90,983
August
2024*
36.98 August
30, 2024
1,13,699 20.30 August
01, 2024
10,192 26.38 23,52,991
# High of the daily high prices.
## Low of the daily low prices
### Arithmetic average of the closing prices of all trading days during the said period.
(Source: www.bseindia.com)
*The Company has allotted 4,00,000 Equity Shares of face value of ₹10/- each at an issue price of ₹25/- per Equity
Share, for a total consideration of ₹1,00,00,000/- in accordance with the Companies Act, 2013 and SEBI ICDR
Regulations. Pursuant to the allotment, the total number of Equity Shares of the Company have increased from
1,24,00,000 Equity Shares of face value of ₹10/- each to 1,28,00,000 Equity Shares of face value of ₹10/- each.
The total number of days of trading during the past six months was 127 trading days. The average volume of Equity
Shares traded on the BSE was 30,082 Equity Shares per day.
The Board of our Company has approved the Issue at their meeting held on March 07, 2024 which was further approved
by the shareholder in its Extra-ordinary General Meeting held on April 04, 2024. The high and low prices of our Equity
Shares as quoted on the BSE on March 11, 2024 and April 05, 2024, the day on which the trading happened immediately
following the date of the Board meeting and Extra Ordinary General Meeting respectively are as follows:
Date Volume (No of equity Shares) High Price (₹) Low price (₹)
BSE
March 11, 2024 10,186 24.50 22.70
April 05, 2024* 31,734 23.45 21.51
*Immediately following trading day of the Extra Ordinary General Meeting.
(Source: www.bseindia.com)
The closing market price of the Equity Shares as on one day prior# to the date of this Letter of Offer was
₹ 20.14 on the BSE. The Issue Price is ₹ 10.50 per Rights Equity Share.
#As on July 11,, 2025
----------------Page (129) Break----------------
116
SECTION VII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND OTHER DEFAULTS
Except as described below, there are no material outstanding litigations with respect to (i) issues of moral
turpitude or criminal liability on the part of our Company and/or our Subsidiary, (ii) material violations of
statutory regulations by our Company and/or our Subsidiary, (iii) economic offences where proceedings have
been initiated against our Company and/or our Subsidiary, (iv) any pending matters, which if they result in an
adverse outcome would materially and adversely affect operations or financial position of our Company and/or
our Subsidiary, and (v) tax matters.
In determining whether any outstanding litigation against our Company, other than litigation involving (a) moral
turpitude or criminal liability on the part of our Company and/or our Subsidiary, (b) material violations of
statutory regulations by our Company and/or our Subsidiary or (c) proceedings relating to economic offences
initiated our Company and/or our Subsidiary, would have a material adverse effect on our business, the
materiality threshold has been determined based on threshold prescribed under the SEBI Listing Regulations.
Pre-litigation notices received by our Company and/or our Subsidiary from third parties (excluding notices
pertaining to any offence involving issues of moral turpitude, criminal liability, material violations of statutory
regulations or proceedings related to economic offences) have not been evaluated for materiality until such time
our Company and/or our Subsidiary are impleaded as defendants in litigation proceedings before any judicial
forum.
We have, from time to time, been involved in legal proceedings which include, inter alia, criminal proceedings
filed by and against us, arising in the ordinary course of our business.
o Litigation involving our Company.
A. Litigation filed against our Company
1. Criminal Proceedings
Nil
2. Outstanding actions by regulatory and statutory authorities
Nil
3. Material civil proceedings
Nil
B. Litigation filed by our Company
• Criminal Proceedings
Nil
• Outstanding actions by regulatory and statutory authorities
Nil
• Material civil proceedings
Nil
----------------Page (130) Break----------------
117
o Litigation involving our Directors
• Litigation filed against our Directors
1. Criminal proceedings
Nil
2. Outstanding actions by regulatory and statutory authorities
Nil
3. Material civil proceedings
Nil
B. Litigation filed by our Directors
1. Criminal proceedings
Nil
2. Material civil proceedings
Nil
III. Litigation involving our Promoters
A. Litigation filed against our Promoters
1. Criminal proceedings
Nil
2. Outstanding actions by regulatory and statutory authorities
Nil
3. Material civil proceedings
Nil
B. Litigation filed by our Promoters
1. Criminal proceedings
Nil
2. Material civil proceedings
Nil
----------------Page (131) Break----------------
118
TAX DEMANDS AGAINST OUR COMPANY, DIRECTORS, PROMOTERS
(₹ in Lakhs)*
Nature of demand Number of demand(s) Amount Involved
Company
Direct Tax 1 21.54
Indirect Tax Nil Nil
Total Nil Nil
Directors (Excluding Promoters)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
Promoters
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
IV. Disclosures Pertaining to Willful Defaulters or a Fraudulent Borrower
Neither our Company, nor our Promoters and Directors have been categorized or identified as willful defaulters or
fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on
Wilful Defaulters issued by the Reserve Bank of India. There are no violations of securities laws committed by them in
the past or are currently pending against any of them.
Further, we confirm that there are no show cause or legal notices, or any legal or regulatory proceedings or investigations
known to be initiated or contemplated against the Company.
V. Outstanding dues to creditors
As of March 31, 2024, our Company owes the following amounts as Sundry Creditors and other payables.
Details of outstanding dues (trade payables) owed as sundry creditors and other payables, as of March 31, 2024, by our
Company, are set out below and the disclosure of the financials is available on the website of our Company at
www.jmjfintechltd.com.
(₹ in Lakhs) *
Type of Creditors Number of Creditors Amount Involved
Outstanding dues to small scale
Undertakings
09 14.54
Other dues to other Creditors 12 30.90
Total 21 45.44
----------------Page (132) Break----------------
119
GOVERNMENT AND OTHER STATUTORY APPROVALS
Our Company is required to obtain consents, licenses, permissions and approvals from various governmental and
regulatory authorities that are required for carrying on our present business operation. Some of the approvals and
license that we require for our present business operation may expire in the ordinary course of business, in which
case, we will apply for their renewal from time to time.
We are not required to obtain any licenses or approvals from any government or regulatory authority for the objects of
this Issue. For further details, please refer to the chapter titled "Objects of the Issue" at page 56 of this Letter of Offer.
----------------Page (133) Break----------------
120
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
This Issue has been authorized by the resolution passed by our Board at its meeting held on January 21, 2025,
pursuant to Section 62(1)(a) and other provisions of the Companies Act.
This Letter of Offer has been approved by our Board/Rights Issue Committee pursuant to their resolutions dated
July 12, 2025.
The Board of Directors/ Right issue committee of our Company, in their meeting held on Monday, June 16,2025 has
determined the Issue Price as ₹ 10.50/- per Rights Equity Share and the Rights Entitlements as Two Rights Equity
Shares for every One fully paid up Equity Shares held on the Record Date.
Our Company has received ‘in-principle’ approval for listing of the Rights Equity Shares to be Allotted pursuant To
Regulation 28 of SEBI Listing Regulations, vide letter dated April 30, 2025. Our Company will also make
applications to BSE to obtain their trading approval for the Rights Entitlements as required under the SEBI Rights
Issue Circulars.
Our Company has been allotted the ISIN INE242Q20016 for the Rights Entitlements to be credited to the respective
demat accounts of the Equity Shareholders of our Company. Our Company has been allotted the ISIN
INE242Q20016 both from NSDL and CDSL for the Rights Equity Shares issued pursuant to this Issue. For details,
see section titled “Terms of the Issue” beginning on page 127 of this Letter of Offer.
Prohibition by SEBI or other Governmental Authorities
Our Company, the Promoters, Promoter Group, the Directors and persons in control of our Company have not been
or are not prohibited from accessing or operating in the capital markets, or restrained from buying, 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.
Neither our Company nor our Promoters have been penalized by SEBI for violations of provisions of SEBI LODR
Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015 in the last 5 years. There are no outstanding
SEBI actions against our Company or our Promoters and members of our Promoter Group as on the date of this
Letter of Offer. For details, see chapter titled “Outstanding Litigations and Other Defaults” on page 116 in the chapter
titled Outstanding Litigations and Other Defaults.
None of our Promoters and Promoter Group, the Directors, persons in control of our Company or the persons in
control of our Promoters and Promoter Group was or is a promoter, director or person in control of any other company
which has been restrained, prohibited or debarred from accessing or operating in the capital markets, or restrained
from buying, selling or dealing in securities under any order or direction passed by SEBI.
None of the Directors of our Company are associated with the capital market in any manner. SEBI has not initiated
action against any entity with which our directors are associated.
Neither our Promoters nor our Directors are declared as Fugitive Economic Offenders under Section 12 of Fugitive
Economic Offenders Act, 2018.
Association of our Directors with the securities market
None of our Directors are associated with the securities market. Prohibition by RBI
Neither our Company, nor our Promoter, and Directors have been categorized or identified as wilful defaulters or
fraudulent borrowers by any bank or financial institution or consortium thereof, in accordance with the guidelines on
wilful defaulters issued by the Reserve Bank of India. There are no violations of securities laws committed by them
in the past or are currently pending against any of them.
Compliance with Companies (Significant Beneficial Ownership) Rules, 2018
Our Company, our Promoter and the members of our Promoter Group are in compliance with the Companies
(Significant Beneficial Ownership) Rules, 2018 to the extent it may be applicable to them as on date of this Letter of
----------------Page (134) Break----------------
121
Offer.
Eligibility for the Issue
Our Company is a listed company and has been incorporated under the Companies Act, 1956. Presently, the Equity
Shares of the Company are listed on the BSE. We are eligible to undertake the Issue in terms of Chapter III and
other applicable provisions of the SEBI ICDR Regulations. Further, our Company is undertaking this Issue in
compliance with Part B of Schedule VI to the SEBI ICDR Regulations.
Applicability of the SEBI ICDR Regulations
The present Issue being of less than ₹5,000 Lakhs, our Company is in compliance with the first proviso to Regulation
3 of the SEBI ICDR Regulations.
Compliance with Regulation 61 and 62 of the SEBI ICDR Regulations
Our Company is in compliance with requirements of Regulation 61 and 62 of the SEBI ICDR Regulations to the
extent applicable. Our Company undertakes to make an application for listing of the Rights Equity Shares to be
Allotted pursuant to the Issue. BSE Limited is the Designated Stock Exchange for the purpose of the Issue.
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 SEBI ICDR
Regulations as explained below:
a) Our Company has been filing periodic reports, statements and information in compliance with the SEBI Listing
Regulations, as applicable, for the last one year immediately preceding the date of filing of this Draft Offer with
the BSE;
b) The reports, statements and information referred to in sub-clause (a) above are available on the website of the
BSE; and
c) Our Company has an investor grievance-handling mechanism which includes meeting of the Stakeholders’
Relationship Committee at frequent intervals, appropriate delegation of power by the Board as regards share
transfer and clearly laid down systems and procedures for timely and satisfactory redressal of investor
grievances.
However, in terms of Clause (3) of Part B of Schedule VI of the SEBI ICDR Regulations, following issuers shall
mandatorily make disclosures in the Letter of Offer/letter of offer as specified in Part B-1 of this Schedule:
(a) an issuer whose management has undergone any change pursuant to acquisition of control in accordance with
the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997 or the Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as applicable and is making a rights issue of specified securities for the first
time subsequent to such change and a period of three full years has not elapsed since such a change;
(b) an issuer whose specified securities have been listed consequent to the relaxation granted by the Board under
sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 for listing of its specified
securities pursuant to a scheme sanctioned by a High Court under sections 391 to 394 of the Companies Act,
1956 or approved by a tribunal under sections 230-234 of the Companies Act, 2013, as applicable, and is
making a rights issue of specified securities for the first time subsequent to such listing and a period of three
full years has not elapsed since such listing.
Since the management of our Company has undergone change pursuant to the acquisition of joint control in
accordance with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, during the financial year 2024-25, the disclosures contained in the Letter of
Offer/Letter of Offer have been mandatorily made in terms of Part B-1 of Schedule VI of the SEBI ICDR
Regulations.
----------------Page (135) Break----------------
122
DISCLAIMER CLAUSES
1. Disclaimer clause of SEBI
The Letter of Offer has not been filed with SEBI in terms of SEBI ICDR Regulations as the size of the issue up to Rs.
2700.00 lakhs. The present Issue being of less than Rs. 5,000 lakhs, our Company is in compliance with the first
proviso to Regulation 3 of the SEBI ICDR Regulations.
2. Disclaimer from our Company and our Directors
Our Company and our Directors, accept no responsibility for statements made otherwise than in this Letter of Offer
or in the advertisement or any other material issued by our Company or by any other persons at the instance of our
Company and that anyone placing reliance on any other source of information would be doing so at their own risk.
Investors who invest in the Issue will be deemed to have been 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 Rights Equity Shares of our Company and are relying on independent
advice/evaluation as to their ability and quantum of investment in this Issue.
No information which is extraneous to the information disclosed in this Letter of Offer or otherwise shall be given
by our Company or any member of the Issue management team or the syndicate to any particular section of investors
or to any research analyst in any manner whatsoever, including at road shows, presentations, in research or sales
reports or at bidding center.
Cautions
Our Company shall make all relevant information available to the Eligible Equity Shareholders in accordance with
the SEBI ICDR Regulations and no selective or additional information would be available for a section of the Eligible
Equity Shareholders in any manner whatsoever, including at presentations, in research or sales reports, etc., after
filing this Letter of Offer.
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in
this Letter of Offer. You must not rely on any unauthorized information or representations. This Letter of Offer is an
offer to sell only the Rights Equity Shares and the Rights Entitlements, but only under circumstances and in the
applicable jurisdictions. Unless otherwise specified, the information contained in this Letter of Offer is current only as
at its date.
3. Disclaimer with respect to jurisdiction
This Draft 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
Coimbatore, Tamil Nadu, India only.
4. Disclaimer Clause of the BSE
“BSE Limited ("the Exchange") has given vide its letter dated April 30, 2025, 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;
• 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
----------------Page (136) Break----------------
123
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason
whatsoever.”
Designated Stock Exchange
The Designated Stock Exchange for the purposes of the Issue is BSE Limited.
Listing
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.
Selling Restrictions
This Letter of Offer is solely for the use of the person who has received it from our Company or from the Registrar.
This Letter of Offer is not to be reproduced or distributed to any other person.
The distribution of this Letter of Offer, the Letter of Offer, Abridged Letter of Offer, Rights Entitlement Letter,
Application Form (collectively “Issue Materials) and the issue of Rights Equity Shares, to persons in certain
jurisdictions outside India is restricted by legal requirements prevailing in those jurisdictions. Persons into whose
possession the Issue Materials may come are required to inform themselves about and observe such restrictions.
We are making this Issue of Equity Shares on a rights basis to the Eligible Equity Shareholders and will send/ dispatch
the Issue Materials only to the Eligible Equity Shareholders who have provided an Indian address and who are located
in jurisdictions where the issue and sale of the Rights Entitlements and the Rights Equity Shares are 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, 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. Those overseas shareholders who do not update our records with their Indian address or the address of their
duly authorized representative in India, prior to the date on which we propose to dispatch the Issue Materials, shall
not be sent any Issue Materials. We are making this Issue of Equity Shares on a rights basis to the Eligible Equity
Shareholders and will send/ dispatch the Issue Material only to such Eligible Equity Shareholders who have
provided an Indian address to our Company/Registrar.
Further, the Letter of Offer will be provided to those who have provided their Indian addresses to our Company
and who makes a request in this regard. Investors can also access the Letter of Offer, the Abridged Letter of Offer
and the Application Form from the websites of the Registrar, our Company, The Stock Exchange.
No action has been or will be taken to permit the Issue in any jurisdiction, or the possession, circulation, or
distribution of the Issue Material or any other material relating to our Company, the Equity Shares or Rights
Entitlement in any jurisdiction, where action would be required for that purpose, except that this Letter of Offer has
been filed with the Stock Exchange.
Accordingly, the Rights Entitlement or Equity Shares may not be offered or sold, directly or indirectly, and this
Letter of Offer or any offering materials or advertisements in connection with the Issue or Rights Entitlement may not
be distributed or published in any jurisdiction, except in accordance with legal requirements applicable in such
jurisdiction. Receipt of this Letter of Offer will not constitute an offer in those jurisdictions in which it would be
illegal to make such an offer.
This Letter of Offer and its accompanying documents are being 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. If this Letter of Offer is received by any person in any jurisdiction where to do so would or
might contravene local securities laws or regulation, or by their agent or nominee, they must not seek to subscribe to
the Equity Shares or the Rights Entitlement referred to in this Letter of Offer. Investors are advised to consult their
legal counsel prior to applying for the Rights Entitlement and Equity Shares or accepting any provisional allotment
of Equity Shares, or making any offer, sale, resale, pledge or other transfer of the Equity Shares or Rights Entitlement.
Neither the delivery of the Letter of Offer, Letter of Offer, the Abridged Letter of Offer, the Entitlement Letter and the
----------------Page (137) Break----------------
124
Application Form nor any sale or offer hereunder, shall under any circumstances create any implication that there
has been no change in our Company’s affairs from the date hereof or that the information contained herein is correct
as at any time subsequent to this date or the date of such information. Each person who exercises Rights Entitlements
and subscribes for Equity Shares, or who purchases Rights Entitlements or Equity Shares shall do so in accordance
with the restrictions set out below.
THE CONTENTS OF THIS LETTER OF OFFER SHOULD NOT BE CONSTRUED AS BUSINESS,
LEGAL, TAX OR INVESTMENT ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO
ADVERSE FOREIGN, STATE OR LOCAL TAX OR LEGAL CONSEQUENCES AS A RESULT OF
BUYING OR SELLING OF RIGHTS EQUITY SHARES 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 RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENTS. IN ADDITION, NEITHER OUR
COMPANY NOR ANY OF THEIR RESPECTIVE AFFILIATES ARE MAKING ANY
REPRESENTATION TO ANY OFFEREE OR PURCHASER OF THE RIGHTS EQUITY SHARES OR THE
RIGHTS ENTITLEMENTS REGARDING THE LEGALITY OF AN INVESTMENT IN THE RIGHTS
EQUITY SHARES OR THE RIGHTS ENTITLEMENTS BY SUCH OFFEREE OR PURCHASER UNDER
ANY APPLICABLE LAWS OR REGULATIONS.
NO OFFER IN THE UNITED STATES
THE RIGHTS ENTITLEMENTS AND THE EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD,
RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, EXCEPT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE RIGHTS ENTITLEMENTS AND EQUITY SHARES REFERRED TO IN THIS LETTER OF OFFER
ARE BEING OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE OFFERING TO WHICH
THIS LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE
CONSTRUED AS, AN OFFERING OF ANY EQUITY SHARES OR RIGHTS ENTITLEMENTS FOR
SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF
THE SAID SECURITIES. ACCORDINGLY, THIS LETTER OF OFFER SHOULD NOT BE FORWARDED
TO OR TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME.
Accordingly, the Letter of Offer, Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the
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 a subscription 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. Envelopes containing an
Application Form should not be postmarked in the United States or otherwise dispatched from the United States or
any other jurisdiction where it would be illegal to make an offer under this Letter of Offer. Our Company is making
this Issue on a rights basis to the Eligible Equity Shareholders and this Letter of Offer, Letter of Offer, Abridged
Letter of Offer, Application Form and the Rights Entitlement Letter will be dispatched to the Eligible Equity
Shareholders who have provided an Indian address to our Company. Any person who acquires the Rights
Entitlements and the Equity Shares will be deemed to have declared, represented, warranted and agreed, by accepting
the delivery of the Letter of Offer, (i) that it is not and that, at the time of subscribing for the Equity Shares or the
Rights Entitlements, it will not be, in the United States when the buy order is made; and (ii) is authorised to acquire
the Rights Entitlements and the Equity Shares in compliance with all applicable laws, rules and regulations.
Our Company, 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 authorised 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.
----------------Page (138) Break----------------
125
NO OFFER IN ANY JURISDICTION OUTSIDE INDIA
NO OFFER OR INVITATION TO PURCHASE RIGHTS ENTITLEMENTS OR RIGHTS EQUITY SHARES
IS BEING MADE IN ANY JURISDICTION OUTSIDE OF INDIA, INCLUDING, BUT NOT LIMITED TO
AUSTRALIA, BAHRAIN, CANADA, THE EUROPEAN ECONOMIC AREA, GHANA, HONG KONG,
INDONESIA, JAPAN, KENYA, KUWAIT, MALAYSIA, NEW ZEALAND, SULTANATE OF OMAN,
PEOPLE’S REPUBLIC OF CHINA, QATAR, SINGAPORE, SOUTH AFRICA, SWITZERLAND,
THAILAND, THE UNITED ARAB EMIRATES, THE UNITED KINGDOM AND THE UNITED STATES.
THE OFERING TO WHICH THIS LETTER OF OFFER 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 ANY JURISDICTION OUTSIDE INDIA OR AS A SOLICIATION
THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES. ACCORDINGLY, LETTER OF OFFER
SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO ANY OTHER JURISDICTION AT
ANY TIME.
Investor Grievances and Redressal System
In compliance with Securities and Exchange Board of India Master Circular for Online Dispute Resolution
(“ODR”) bearing reference number SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023 (“SEBI
ODR Master Circular”) we have completed the registration process of our Company on the Smart Market
Approach for Resolution through ODR Portal (‘SMART ODR’). Further we undertake to resolve and take action
on the complaints received in respect of the Issue expeditiously and satisfactorily and in accordance with the
timelines provided under the SEBI ODR Master Circular and Securities and Exchange Board of India Circular
bearing reference number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023. The Company has
authorized its Company Secretary as the Compliance Officer to redress all complaints in relation to the Issue
including any complaints regarding the post–issue activities of the Issue such as allotment, refund, and dispatch.
Our Company has adequate arrangements for the redressal of investor grievances in compliance with the SEBI
Listing Regulations. We have been registered with the SEBI Complaints Redress System (“SCORES”), as
required by the SEBI Circular no. CIR/ OIAE/2/2011 dated June 3, 2011. Consequently, investor grievances are
tracked online by our Company.
Our Company has a Stakeholders’ Relationship Committee which meets at least once a year and as and when
required, to deal with and monitor redressal of complaints from shareholders. Its terms of reference include
considering and resolving grievances of Shareholders in relation to transfer of shares and effective exercise of
voting rights.
Purva Sharegistry (India) Pvt. Ltd, our Registrar and Share Transfer Agent. All investor grievances received by us
have been handled by the Registrar and Share Transfer Agent in consultation with the Company Secretary and
Compliance Officer.
Investor complaints received by our Company are typically disposed of within 21 days from the receipt of the
complaint.
Investor Grievances arising out of the Issue
Any investor grievances arising out of the Issue will be handled by the Registrar to the Issue. The agreement
between the Company and the Registrar to the Issue provides for a period for which records shall be retained by
the Registrar to the Issue in order to enable the Registrar to the Issue to redress grievances of Investors.
Investors may contact the Registrar to the Issue, or our Company Secretary and Compliance Officer for any Issue
related matters. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with
a copy to the SCSBs, giving full details such as name, address of the Applicant, contact number(s), e-mail ID of
the sole / first holder, folio number or demat account number, serial number of the Application Form, number of
the Rights Equity Shares applied for, amount blocked, 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. For details on the ASBA process, see “Terms of
the Issue” on page 127.
Investors may contact the Registrar to the Issue at:
----------------Page (139) Break----------------
126
Registrar to the Issue
Purva Sharegistry (India) Pvt. Ltd,
9, Shivshakti Ind. Estate J R Boricha Marg,
Lower Parel (East), Mumbai, Maharashtra,400011
Contact Person: Ms. Deepali Dhuri
Telephone: +91 022 49614132,
Email: newissue@purvashare.com,
Website: www.purvashare.com
Investor Grievance ID: newissue@purvashare.com,
SEBI Registration No.: INR000001112
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 Allotment Advice/demat credit/refund orders etc.
Mrs. Vidya Damodaran is the Company Secretary and Compliance Officer of our Company. Her contact details are
as follows:
Company Secretary and Compliance Officer
Mrs. Vidya Damodaran
Shop No. 3, 1st Floor, Adhi Vinayaga Complex,
No. 3, Bus Stand, Gopalsamy Temple Street,
Ganapaty, Coimbatore, Ganapathy, Coimbatore,
Coimbatore North, Tamil Nadu-641006
Telephone: 7395922291,
E-mail: investor@jmjfintechltd.com ,
Website: www.jmjfintechltd.com
In accordance with the 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 at www.purvashare.com. Further, helpline number provided by the
Registrar for guidance on the Application process and resolution of difficulties is +91 022 49614132.
----------------Page (140) Break----------------
127
SECTION VIII – ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
This section is for the information of the Investors proposing to apply in this Issue. Investors should carefully read
the provisions contained in this Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, the Entitlement
Letter and the Application Form, before submitting the Application Form. Our Company 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 and the Letter of Offer. Investors are advised to make their independent investigation and ensure that
the Application Form is correctly filled up. Unless otherwise permitted under the SEBI ICDR Regulations read
with SEBI Rights Issue Circulars, Investors proposing to apply in this Issue can apply only through ASBA or by
mechanism as disclosed in this section.
Investors are requested to note that application in this Issue can only be made through ASBA.
OVERVIEW
This Issue and 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, Letter of Offer, the Abridged Letter of Offer, the Entitlement Letter,
the Application Form, and the Memorandum of Association and the Articles of Association of our Company, the
provisions of the Companies Act, 2013, FEMA, FEMA Rules, 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 RBI or other regulatory
authorities, the terms of the Listing Agreement entered into by our Company with the Stock Exchange and the terms
and conditions as stipulated in the Allotment Advice.
Important:
1. Dispatch and availability of Issue Material:
In accordance with the SEBI ICDR Regulations and SEBI Rights Issue Circulars, our Company will
send/dispatch, at least three days before the Issue Opening Date, the Abridged Letter of Offer, the Entitlement
Letter, Application Form and other issue material (“Issue Material”) only to such Eligible Equity Shareholders
who have provided their Indian addresses to our Company and who are located in jurisdictions where the offer
and sale of the Rights Equity Shares is permitted under laws of such jurisdictions 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 Material 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 Material will be dispatched, on a
reasonable effort basis, to the Indian addresses provided by them.
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, and who makes a
request in that regard. In case the Eligible Equity Shareholders have provided their valid e-mail address, this 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 this Letter of Offer will be dispatched, on a reasonable effort basis, to the
Indian addresses provided by them.
Investors can access the Letter of Offer, 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:
i. our Company at www.jmjfintechltd.com;
ii. the Registrar at www.purvashare.com; and
iii. the Stock Exchange at www.bseindia.com.
Shareholders who have not received the Application Form may apply, along with the requisite Application Money,
by using the Application Form available on the websites above, or on plain paper, with the same details as
mentioned in the Application Form available online.
Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website of the
Registrar (i.e., www.purvashare.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.jmjfintechltd.com).
----------------Page (141) Break----------------
128
Our Company along will undertake all adequate steps to reach out to the Eligible Equity Shareholders who have
provided their Indian address through other means, as may be feasible.
Please note that neither our Company nor the Registrar shall be responsible 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 or delay in the receipt of the Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter or the Application Form attributable to nonavailability 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 the transit.
2. Process of Making an Application in this Issue:
In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circulars 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, please see “Procedure for Application through the
ASBA Process” on pages 129.
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 Entitlement credited in their respective demat accounts or demat
suspense escrow account, as may be applicable. For further details on the Rights Entitlements and demat suspense
escrow account, see “Term of the Issue - Credit of Rights Entitlements in demat accounts of Eligible Equity
Shareholders” on page 139.
Please note that one single Application Form shall be used by Investors to make Applications for all Rights
Entitlements available in a particular demat account or 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
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 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 authorising such SCSB to block Application Money payable on the Application in
their respective ASBA Accounts.
Investors are also advised to ensure that the Application Form is correctly filled up stating therein the ASBA
Account in which an amount equivalent to the amount payable on Application as stated in the Application Form
will be blocked by the SCSB.
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 see “Terms of the Issue - Grounds for Technical Rejection” on page 135. 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 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. If an Eligible Equity Shareholder makes an application both in an Application Form
as well as on plain paper, both applications are liable to be rejected. Please note that in terms of Regulation 78 of
the SEBI ICDR Regulations, 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. For details, see “Terms of the Issue - Making
an Application by Eligible Equity Shareholders on Plain Paper under ASBA process” on page 130.
----------------Page (142) Break----------------
129
Options available to the Eligible Equity Shareholders
The Rights Entitlement Letter will clearly indicate the number of Rights Equity Shares that the Eligible Equity
Shareholder is entitled to.
If the Eligible Equity Shareholder applies in this Issue, then such Eligible Equity Shareholder can:
1. Apply for its Rights Equity Shares to the full extent of its Rights Entitlements; or
2. Apply for its Rights Equity Shares to the extent of part of its Rights Entitlements (without renouncing the
other part); or
3. Apply for its Rights Equity Shares to the extent of part of its Rights Entitlements and renounce the other part
of its Rights Entitlements; or
4. Apply for its Rights Equity Shares to the full extent of its Rights Entitlements and apply for additional Equity
Shares; or
5. Renounce its Rights Entitlements in full.
Procedure for Application through the ASBA Process
An Investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA enabled
bank account with a SCSB prior to making the Application. Investors desiring to make an Application in this Issue
through ASBA process, may submit the Application Form in physical mode to the Designated Branches 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.
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=34.
Investors should ensure that they have correctly submitted the Application Form and have provided an
authorisation 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.
Please note that subject to SCSBs complying with the requirements of the SEBI circular bearing reference number
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 bearing reference
number 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.
Our Company, its directors, its employees, affiliates, associates and their respective directors and officers and the
Registrar shall not be responsible 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.
Do’s for Investors applying through ASBA
1. Ensure that the necessary details are filled in the Application Form including the details of the ASBA
Account.
2. Ensure that the details about your Depository Participant, PAN and beneficiary account are correct and the
beneficiary account is activated, as the Rights Equity Shares will be Allotted in the dematerialized form only.
3. 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.
----------------Page (143) Break----------------
130
4. Ensure that there are sufficient funds (equal to {number of Rights Equity Shares (including Additional Rights
Equity Shares) applied for} X {Application Money of Rights Equity Shares}) available in ASBA Account
mentioned in the Application Form before submitting the Application to the respective Designated Branch of
the SCSB.
5. Ensure that you have authorised the SCSB for blocking funds equivalent to the total amount payable on
application mentioned in the Application Form, in the ASBA Account, of which details are provided in the
Application Form and have signed the same.
6. Ensure that you have a bank account with a SCSB providing ASBA facility in your location and the
Application is made through that SCSB providing ASBA facility in such location.
7. Ensure that you receive an acknowledgement from the Designated Branch of the SCSB for your submission
of the Application Form in physical form or plain paper Application.
8. 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 same joint names and 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
1. Do not apply if you are not eligible to participate in the Issue under the securities laws applicable to your
jurisdiction.
2. Do not submit the Application Form after you have submitted a plain paper Application to a Designated
Branch of the SCSB or vice versa.
3. Do not send your physical Application to the Registrar, 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.
4. Do not instruct the SCSBs to unblock the funds blocked under the ASBA process upon making the
Application.
5. Do not submit Application Form using third party ASBA account.
Making an Application by Eligible Equity Shareholders on Plain Paper under ASBA process
An Eligible Equity Shareholder in India who is eligible to apply under the ASBA process may make an application
to subscribe to this Issue on plain paper in case of non-receipt of Application Form as detailed above. In such cases
of non-receipt of the Application Form through e-mail or physical delivery (where applicable) and the Eligible
Equity Shareholder not being in a position to obtain it from any other source may make an application to subscribe
to this Issue on plain paper with the same details as per the Application Form that is available on the websites of
the Registrar, Stock Exchange. An Eligible Equity Shareholder shall submit the plain paper Application to the
Designated Branch of the SCSB for authorising such SCSB to block Application Money in the said bank account
maintained with the same SCSB. Applications on plain paper will not be accepted from any Eligible Equity
Shareholder who has not provided an Indian address or is a U.S. Person or in the United States.
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. If an Eligible Equity Shareholder makes an application both in an Application Form
as well as on plain paper, both applications are liable to be rejected.
Please note that in terms of Regulation 78 of the SEBI ICDR Regulations, 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.
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/her bank, must reach the office of the Designated Branch of the
SCSB before the Issue Closing Date and should contain the following particulars:
----------------Page (144) Break----------------
131
1. Name of our Company, being JMJ Fintech Limited;
2. 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);
3. Folio Number (in case of Eligible Equity Shareholders who hold Equity Shares in physical form as on Record
Date) / DP and Client ID;
4. Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the 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 this
Issue;
5. Number of Equity Shares held as on Record Date;
6. Allotment option - only dematerialised form;
7. Number of Rights Equity Shares entitled to;
8. Number of Rights Equity Shares applied for within the Rights Entitlements;
9. Number of Additional Rights Equity Shares applied for, if any (applicable only if entire Rights Entitlements
have been applied for);
10. Total number of Rights Equity Shares applied for;
11. Total amount paid at the rate of ₹ 10.50/- per Rights Equity Share;
On Application, Investors will have to pay ₹3.15/- per Rights Share which constitutes 30.00% of the Issue Price,
and the balance ₹7.35/- per Rights Share which constitutes 70.00% of the Issue Price, will have to be paid, on one
or more subsequent Call(s) as determined by our Board / Rights Issue Committee at its sole discretion, from time
to time.
12. Details of the ASBA Account such as the SCSB account number, name, address and branch of the relevant
SCSB;
13. In case of non-resident 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;
14. Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application Money
in the ASBA Account;
15. 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);
16. All such Eligible Equity Shareholders are deemed to have accepted the following:
“I/ We understand that neither the Rights Entitlements nor the Rights Equity Shares have been, or will be,
registered under the U.S. Securities Act of 1933, as amended (U.S. 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), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act. I/ we understand the Rights Equity Shares
referred to in this application are being offered and sold only in offshore transactions outside the United States
in compliance with Regulation S under the U.S. Securities Act (Regulation S) to existing shareholders who are
located in jurisdictions where such offer and sale of the Rights Equity Shares is permitted under laws of such
jurisdictions. I/ we understand that the Issue is not, and under no circumstances is to be construed as, an offering
of any Rights Equity Shares or Rights Entitlements 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 Entitlements in the United States. I/ we confirm that I
am/ we are (a) not in the United States and eligible to subscribe for the Rights Equity Shares under applicable
----------------Page (145) Break----------------
132
securities laws, (b) complying with laws of jurisdictions applicable to such person in connection with the Issue,
and (c) understand that neither the Company, nor the Registrar or any other person acting on behalf of the
Company will accept subscriptions from any person, or the agent of any person, who appears to be, or who the
Company, the Registrar or any other person acting on behalf of the Company have reason to believe is in the United
States or is outside of India and ineligible to participate in this Issue under the securities laws of their jurisdiction.
I/ We will not offer, sell or otherwise transfer any of the Rights 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. I/ We satisfy, and each account for which I/ we are acting
satisfies, (a) all suitability standards for investors in investments of the type subscribed for herein imposed by the
jurisdiction of my/our residence, and (b) is eligible to subscribe and is subscribing for the Rights Equity Shares
and Rights Entitlements in compliance with applicable securities and other laws of our jurisdiction of residence.
I/we hereby make the representations, warranties, acknowledgments and agreements set forth in ‘Restrictions on
Foreign Ownership of Indian Securities’ on page 155.
I/ We understand and agree that the Rights Entitlements and Rights Equity Shares may not be reoffered, resold,
pledged or otherwise transferred except in an offshore transaction in accordance with Regulation S to a person
outside the United States.
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 U.S.
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 U.S. Securities Act.
I/ We acknowledge that we, the Company its 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, as applicable, 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.purvashare.com. Our
Company and the Registrar shall not be responsible if the Applications are not uploaded by the SCSB or funds
are not blocked in the Investors’ ASBA Accounts on or before the Issue Closing Date.
Making an Application by 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 Circular, the credit of Rights Entitlements and Allotment of Equity Shares shall be made in dematerialised
form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date
and desirous of subscribing to Rights Equity Shares in this Issue are advised to furnish 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 by way of transfer from the demat suspense escrow account to their respective
demat accounts, at least one day before the Issue Closing Date. If demat account details are not provided by the
Eligible Equity Shareholders holding Equity Shares in physical form to the Registrar or our Company by the date
mentioned above, such shareholders will not be allotted any Rights Equity Shares, nor such Rights Equity Shares
be kept in suspense escrow account on behalf of such shareholder. For further details, see “Terms of the Issue –
Credit of Rights Entitlement in demat account of Eligible Equity Shareholders” on page 139.
Prior to the Issue Opening Date, the Rights Entitlements of those 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.
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 following procedure for participating in this Issue:
----------------Page (146) Break----------------
133
1. The Eligible Equity Shareholders shall send a letter to the Registrar containing the name(s), address, e-mail
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 e-mail, post, speed post, courier, or hand delivery
so as to reach to the Registrar no later than two Working Days prior to the Issue Closing Date;
2. 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; and
3. The remaining procedure for Application shall be same as set out in “Terms of the Issue - Making an
Application by Eligible Equity Shareholders on Plain Paper under ASBA process” on page 130.
Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record Date will not be
allowed renounce their Rights Entitlements in the Issue. 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 Equity Shares while submitting the
Application through ASBA process.
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.
Application for 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. Where the number of Additional Rights Equity Shares applied for exceeds the number available for
Allotment, the Allotment would be made as per the Basis of Allotment finalised in consultation with the
Designated Stock Exchange. 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 as set out in “Terms of the Issue-
Basis of Allotment” beginning on page 150.
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.
Additional general instructions for Investors in relation to making an Application
1. Please read this Letter of Offer carefully to understand the Application process and applicable settlement
process.
2. The Application Form can be used by both the Eligible Equity Shareholders and the Renouncees.
3. Application should be made only through the ASBA facility.
4. 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.
5. An Investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA
enabled bank account with a SCSB, prior to making the Application.
6. Please read the instructions on the Application Form sent to you. 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.
----------------Page (147) Break----------------
134
7. In case of non-receipt of Application Form, Application can be made on plain paper mentioning all necessary
details as mentioned under “Terms of the Issue - Making an Application by Eligible Equity Shareholders on
Plain Paper under ASBA process” on page 130.
8. Applications should be 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 authorising 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 ASBA process will be uploaded until 5.00 p.m. (Indian Standard Time) or such
extended time as permitted by the Stock Exchange.
9. 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.
10. Applications should not be submitted to the Banker(s) to the Issue, our Company or the Registrar.
11. 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, 1961, 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.
12. 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 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 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 unblocking of 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 Rights 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, 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 3 parameters i.e., (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.
13. By signing the Application Forms, Investors would be deemed to have authorised the Depositories to provide,
upon request, to the Registrar, the required Demographic Details as available on its records.
14. 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.
15. Investors should provide correct DP ID and Client ID / Folio number (for Eligible Equity Shareholders who hold
Equity Shares in physical form as on Record Date) while submitting the Application. Such DP ID and Client ID
should match the demat account details in the records available with 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, the SCSBs or the Registrar will not be liable for any such rejections.
16. In case of joint holders and physical Applications through ASBA process, all joint holders must sign the
----------------Page (148) Break----------------
135
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.
17. All communication in connection with Application for the Rights Equity Shares, including any change in
contact details 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 number (for Eligible Equity
Shareholders who hold Equity Shares in physical form as on Record Date) / DP ID and Client ID and
Application Form number, as applicable. In case of any change in contact details 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.
18. Investors are required to ensure that the number of Rights Equity Shares applied for by them do not exceed
the prescribed limits under the applicable law.
19. Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your
jurisdiction.
20. Do not submit the General Index Registrar number instead of the PAN as the application is liable to be
rejected on this ground.
21. Avoid applying on the Issue Closing Date due to risk of delay / restrictions in making any physical
Application.
22. Do not pay the Application Money in cash, by money order, pay order or postal order.
23. Do not submit multiple Applications.
24. 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.
25. An Applicant being an Overseas Corporate Body (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 FEMA Rules.
26. Ensure that your PAN is linked with Aadhaar and you are in compliance with CBDT notification dated Feb
13, 2020 and press release dated June 25, 2021.
Grounds for Technical Rejection
Applications made in this Issue are liable to be rejected on the following grounds:
1. DP ID and Client ID mentioned in Application does not match with the DP ID and Client ID records available
with the Registrar.
2. Details of PAN mentioned in the Application does not match with the PAN records available with the
Registrar.
3. 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.
4. Insufficient funds are available in the ASBA Account with the SCSB for blocking the Application Money.
5. Funds in the ASBA Account whose details are mentioned in the Application Form having been frozen
pursuant to a regulatory order.
----------------Page (149) Break----------------
136
6. Account holder not signing the Application or declaration mentioned therein.
7. Submission of more than one Application Form for Rights Entitlements available in a particular demat
account.
8. Multiple Application Forms, including cases where an Investor submits Application Forms along with a plain
paper Application.
9. Submitting the General Index Registrar 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).
10. 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.
11. Applications by SCSB on its own account, other than through an ASBA Account in its own name with any
other SCSB.
12. Application Forms which are not submitted by the Investors within the time periods prescribed in the
Application Form and the Letter of Offer.
13. Physical Application Forms not duly signed by the sole or joint Investors, as applicable.
14. Application Forms accompanied by stock invest, outstation cheques, post-dated cheques, money order, postal
order or outstation demand drafts.
15. 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.
16. 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 Rights 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 Rights 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 Rights Equity Shares in respect of any such
Application Form.
17. Applications which have evidence of being executed or made in contravention of applicable securities laws.
18. Applicants holding physical shares not submitting the documents. For further details, see “Terms of the Issue
– Making an application by Eligible Equity Shareholders holding Equity Shares in physical form” on page
132.
19. Application from Investors that are residing in U.S. address as per the depository records (other than from
persons in the United States who are U.S. QIBs and QPs).
Multiple Applications
In case where multiple Applications are made using 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. Further supplementary Applications in relation to further
Equity Shares with / without using additional Rights Entitlement will not be treated as multiple application. 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, see “Procedure for Applications by Mutual
Funds” on page 138.
In cases where Multiple Application Forms are submitted, including cases where (a) an Investor submits
----------------Page (150) Break----------------
137
Application Forms along with a plain paper Application or (b) multiple plain paper Applications (c) or multiple
applications through ASBA, such Applications shall be treated as multiple applications and are liable to be
rejected, other than multiple applications submitted by our Promoters to meet the minimum subscription
requirements applicable to this Issue as described in “Capital Structure” on page 53.
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 is
subject to certain limits, i.e., the individual holding of an 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 an 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 re-
classified as FDI subject to the conditions as specified by SEBI and RBI in this regard and our Company and the
investor will also be required to comply with applicable reporting requirements.
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. 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 recognised 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 (iv) 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:
a. Such offshore derivative instruments are transferred only to persons in accordance with the SEBI FPI
Regulations; and
b. 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.
No investment under the FDI route will be allowed in the Issue unless such application is accompanied with
necessary approval or covered under a pre-existing approval.
Procedure for Applications by AIFs, FVCIs, VCFs and FDI route
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, the investment restrictions on AIFs.
As per the SEBI VCF Regulations and the SEBI FVCI Regulations, VCFs and FVCIs are not permitted to invest
in listed companies pursuant to a rights issue. Accordingly, applications by VCFs or FVCIs will not be accepted
in this Issue. Further, 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 a rights issue. 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 / centres where such
AIFs are located are mandatorily required to make use of the ASBA facility. Otherwise, applications of such AIFs
are liable for rejection.
----------------Page (151) Break----------------
138
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.
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 recognised 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 Circular 2020 has been recently amended to state that
all investments by entities incorporated in a country which shares a land border with India or where 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. 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 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.
Procedure for Applications by Systemically Important Non-Banking Financial Companies (NBFC-SI)
In case of an application made by NBFC-SI registered with RBI, (a) the certificate of registration issued by RBI
under Section 45IA of Reserve Bank of India Act, 1934 and (b) net worth certificates from its statutory auditors or
any independent chartered accountant based on the last audited financial statements is required to be attached to
the application.
Last date for Application
The last date for submission of the duly filled in the Application Form or a plain paper Application is August 16,
2025 i.e., Issue Closing Date. Our Board and, or, the Rights Issue Committee may extend the said date for such
period as it may determine from time to time, subject to the Issue Period not exceeding thirty days from the Issue
Opening Date (inclusive of the Issue Opening Date).
If the Application Form is not submitted with a SCSB, uploaded with the Stock Exchange 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 set out in entitled “Terms of the Issue - Basis of Allotment” on page 150.
Please note that on the Issue Closing Date, Applications through ASBA process will be uploaded until 5.00 p.m.
(Indian Standard Time) or such extended time as permitted by the Stock Exchange.
Please ensure that the Application Form and necessary details are filled in. In place of Application number,
----------------Page (152) Break----------------
139
Investors can mention the reference number of the e-mail received from Registrar informing about their Rights
Entitlement or last eight digits of the demat account. Alternatively, SCSBs may mention their internal reference
number in place of application number.
Withdrawal of Application
An Investor who has applied in this Issue may withdraw their application at any time during Issue Period by
approaching the SCSB where application is submitted. However, no Investor may withdraw their application post
the Issue Closing Date.
Disposal of Application and Application Money
No acknowledgment will be issued for the Application Money received by our Company. However, the
Designated Branches 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 on or
before T+1 day (T: Basis of allotment day). In case of failure to do so, our Company shall pay interest at such rate
and within such time as specified under applicable law.
For further instructions, please read the Application Form carefully.
3. Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders
Rights Entitlements
As your name appears as a beneficial owner in respect of the issued and paid-up Equity Shares held in
dematerialized form or appears in the register of members of our Company as an Eligible Equity Shareholder in
respect of our Equity Shares held in physical form, as on the Record Date, you may be entitled to subscribe to the
number of the Rights Equity Shares as set out in the Rights Entitlement Letter.
Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website
of the Registrar (i.e. www.purvashare.com;) by entering their DP ID and Client ID and PAN. The link for the
same shall also be available on the website of our Company (i.e., www.jmjfintechltd.com).
Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders before the
Issue Opening Date only in dematerialised form. Further, if no Application is made by the Eligible Equity
Shareholders of Rights Entitlements on or before Issue Closing Date, such Rights Entitlements shall get lapsed
and shall be extinguished after the Issue Closing Date. No Rights 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 the Rights Entitlements are
required to make an application to apply for subscription of Rights Equity Shares offered under the Issue.
If Eligible Equity Shareholders holding Equity Shares in physical form as on the 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 two Working Days prior to the Issue Closing Date,
to enable the credit of the Rights Entitlements by way of transfer from the demat suspense escrow account to their
respective demat accounts, at least one day before the Issue Closing Date. Such Eligible Equity Shareholders
holding shares in physical form can update the details of their respective demat accounts on the website of the
Registrar (i.e., www.purvashare.com;). Such Eligible Equity Shareholders can make an application only after the
Rights Entitlements is credited to their respective demat accounts.
----------------Page (153) Break----------------
140
Credit of Rights Entitlements in demat account
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 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
Eligible Equity Shareholders holding the Equity Shares in dematerialised form; and (ii) a demat suspense escrow
account opened by our Company, for the Eligible Equity Shareholders which would comprise Rights Entitlements
relating to (a) Equity Shares held in the account of the IEPF authority; or (b) the demat accounts of the Eligible
Equity Shareholder which are frozen or the Equity Shares which are lying in the unclaimed suspense account
(including those pursuant to Regulation 39 of the SEBI Listing Regulations) or details of which are unavailable
with our Company or with the Registrar on the Record Date; or (c) 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 or Registrar; or (d) credit of the Rights Entitlements
returned/reversed/failed; or (e) the ownership of the Equity Shares currently under dispute, including any court
proceedings, if any; or (f) non-institutional equity shareholders in the United States.
In this regard, our Company has made necessary arrangements with CDSL and NSDL for crediting the Rights
Entitlements to the demat accounts of the Eligible Equity Shareholders in a dematerialized form. A separate ISIN
for the Rights Entitlements has also been generated which is INE242Q20016. The ISIN for the Rights Entitlements
shall remain frozen (for debit) until the Issue Opening Date. The ISIN for the Rights Entitlements shall be
suspended for transfer by the Depositories post the Issue Closing Date.
Eligible Equity Shareholders are requested to provide relevant details (such as copies of self-attested PAN and
client master sheet of demat account etc., details / records confirming the legal and beneficial ownership of their
respective Equity Shares) to our Company or the Registrar not later than two Working Days prior to the Issue
Closing Date, i.e., Wednesday, August 13, 2025 enable the credit of their Rights Entitlements by way of transfer
from the demat suspense escrow account to their demat account at least one day before the Issue Closing Date, 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, details of which have been provided to our Company or the Registrar
account is active to facilitate the aforementioned transfer.
Additionally, our Company will submit the details of the total Rights Entitlements credited to the demat accounts
of the Eligible Equity Shareholders and the demat suspense escrow account to the Stock Exchange after
completing the corporate action. The details of the Rights Entitlements with respect to each Eligible Equity
Shareholders can be accessed by such respective Eligible Equity Shareholders on the website of the Registrar after
keying in their respective details along with other security control measures implemented thereat.
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 APPLICATION FOR THE RIGHTS EQUITY SHARES ON OR
BEFORE THE ISSUE CLOSING DATE AND MAKE PAYMENT OF THE APPLICATION MONEY.
FOR DETAILS, SEE “PROCEDURE FOR APPLICATION THROUGH THE ASBA PROCESS” ON PAGE
129.
Other important links and helpline:
The Investors can visit following links for the below-mentioned purposes:
• Frequently asked questions and online/ electronic dedicated investor helpdesk for guidance on the Application
process and resolution of difficulties faced by the Investors: www.purvashare.com;
• Updation of Indian address/ email address/ mobile number in the records maintained by the Registrar or our
Company: www.purvashare.com;
• Updation of demat account details by Eligible Equity Shareholders holding shares in physical form:
www.purvashare.com;
• Submission of self-attested PAN, client master sheet and demat account details by non-resident Eligible
Equity Shareholders: newissue@purvashare.com
----------------Page (154) Break----------------
141
4. Renunciation and Trading of Rights Entitlement
Renouncees
All rights and obligations of the Eligible Equity Shareholders in relation to Applications and refunds pertaining
to this Issue shall apply to the Renouncee(s) as well.
Renunciation of Rights Entitlements
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 Rules and other circular, 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 favour
of an Eligible Equity Shareholders being an erstwhile OCB unless the same is in compliance with the FEMA
Rules and other circular, 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 sale of such Rights
Entitlements, using the secondary market platform of the Stock Exchange or through an off-market transfer.
Procedure for Renunciation of Rights Entitlements
The Eligible Equity Shareholders 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 (On Market
Renunciation); or (b) through an off-market transfer (Off Market Renunciation), 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
stock-broker regarding any cost, applicable taxes, charges and expenses (including brokerage) that may be levied
for trading in Rights Entitlements.
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.
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.
On Market Renunciation
The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat
accounts by trading/selling them on the secondary market platform of the Stock Exchange through a registered
stock-broker 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 Circular, the Rights
Entitlements credited to the respective demat accounts of the Eligible Equity Shareholders shall be admitted for
trading on the Stock Exchange under ISIN subject to requisite approvals. Prior to the Issue Opening Date, our
Company will obtain the approval from the Stock Exchange for trading of Rights Entitlements. No assurance can
be given regarding the active or sustained On Market Renunciation or the price at which the Rights Entitlements
will trade. The details for trading in Rights Entitlements will be as specified by the Stock Exchange from time to
time.
The Rights Entitlements are tradable in dematerialized form only. The market lot for trading of Rights
Entitlements is 1 (One) Rights Entitlements.
The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation,
i.e., from Friday, July 18, 2025 to Tuesday, August 12, 2025 (both days inclusive).
----------------Page (155) Break----------------
142
The Investors holding the Rights Entitlements who desire to sell their Rights Entitlements will have to do so
through their registered stock-brokers by quoting the ISIN INE242Q20016 and indicating the details of the Rights
Entitlements they intend to trade. The Investors can place order for 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 basis’, where ‘T’ refers to the date of trading. The
transactions will be settled on trade-for-trade basis. Upon execution of the order, the stock-broker will issue a
contract note in accordance with the requirements of the Stock Exchange and SEBI.
Off Market Renunciation
The Eligible Equity Shareholders 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 dematerialised 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 to enable Renouncees to subscribe to the Equity Shares in the Issue.
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 (for Rights Entitlement),
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 transfer of Rights Entitlements can be issued during the working hours of the depository
participants.
The detailed rules for transfer of Rights Entitlements through off-market transfer shall be as specified by the
CDSL and NSDL from time to time.
5. MODE OF PAYMENT
All payments against the Application Forms shall be made only through ASBA facility. The Registrar will not
accept any payments against the Application Forms, if such payments are not made through 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. 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 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 in the Letter of Offer.
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, upon receipt of intimation from the Registrar, of
the receipt of minimum subscription and 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 Registrar’s instruction from the
ASBA Account into the Allotment Account(s) which shall be a separate bank account maintained by our
Company, other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013.
The balance amount remaining after the finalisation 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.
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.
----------------Page (156) Break----------------
143
Mode of payment for Resident Investors
All payments on 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 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, 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,
1961. 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 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 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.
6. Basis for this Issue and Terms of this 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 our Equity
Shares held in dematerialised form and on the register of members of our Company in respect of our Equity Shares
held in physical form at the close of business hours on the Record Date. For principal terms of Issue such as face
value, Issue Price, Rights Entitlement ratio, see “The Issue” on page 47.
Face Value
Each Rights Equity Share will have the face value of ₹10/-.
Issue Price
The Rights Equity Shares are being offered at a price of ₹ 10.50/- per Rights Equity Share in this Issue.
The Issue Price for Rights Equity Shares has been arrived at by our Company and has been decided prior to the
determination of the Record Date.
On Application, Investors will have to pay ₹3.15/- per Rights Share which constitutes 30.00% of the Issue Price,
and the balance ₹7.35/- per Rights Share which constitutes 70.00% of the Issue Price, will have to be paid, on
First and Final Call.
----------------Page (157) Break----------------
144
Terms of Payment
Amount Payable per
Rights Equity Shares (1)
Face Value
(₹ per
Rights
Equity
Share)
Premium
(₹ per Rights
Equity Share)
Total
(₹ per Rights
Equity Share)
On Application 3.00 0.15 3.15(2)
One or more subsequent Call(s)
as determined by our Board and,
or, the Rights Issue Committee,
at its sole discretion, from time to
time #
7.00 0.35 7.35(3)
Total 10.00 0.50 10.50
(1) For further details on Payment Schedule, see “Terms of the Issue” on page 127 of this Letter of Offer.
(2) Constitutes 30.00% of the Issue Price
(3) Constitutes 70.00% of the Issue Price
# To be paid at such time as may be determined by the Board at its sole discretion.
Rights Equity Shares in respect of which the Call payable remains unpaid may be forfeited, at any time after the due
date for payment of the balance amount due in accordance with the Companies Act, 2013 and our articles of
Association.
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. If 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.
Rights Entitlements Ratio
The Rights Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio of Two
Rights Equity Shares for every One fully paid-up Equity Shares held by the Eligible Equity Shareholders as on
the Record Date.
Face Value
Each Rights Equity Share will have the face value of ₹ 10.
Issue Price
Each Rights Equity Share is being offered at a price of ₹ 10.50/- per Rights Equity Share per Rights Share in the
Issue.
The Issue Price has been arrived at by our Company prior to the determination of the Record Date.
On Application, Investors will have to pay ₹ 3.15/- per Rights Share which constitutes 30.00 % of the Issue Price, and
the balance ₹ 7.35/- per Rights Share which constitutes 70.00 % of the Issue Price, will have to be paid, on First and
Final Call.
The Issue Price for Rights Equity Shares has been arrived at by our Company and has been decided prior to the
determination of the Record Date.
Record date for Call and suspension of trading
Our Company would convene a meeting of our Board to pass the required resolutions for making the Call and suitable
intimation would be given by our Company to the Stock Exchange. Further, advertisements for the same will be
published in (i) one English national daily newspaper; (ii) one Hindi language national daily newspaper; and (iii) one
Tamil language daily newspaper (Tamil being the regional language of Tamil Nadu, where our Registered Office is
situated), all with wide circulation.
----------------Page (158) Break----------------
145
The Call shall be deemed to have been made at the time when the resolution authorizing such Call is passed at the
meeting of our Board. The Call may be revoked or postponed at the discretion of our Board. Pursuant to the provisions
of the Articles of Association, the Investors would be given at least 15 days’ notice for the payment of the Call. The
Board may, from time to time at its discretion, extend the time fixed for the payments of the Call. Our Company, at its
sole discretion and as it may deem fit, may send one or more reminders for the Call, and if it does not receive the Call
Money as per the timelines stipulated, the defaulting holders of the Rights Equity Shares will be liable to pay interest
as may be fixed by our Board unless waived or our Company may forfeit the Application Money and any Call Money
received for previous Call made.
Payment of Call Money
In accordance with the SEBI circular bearing reference number SEBI/HO/CFD/DIL1/CIR/238/2020 dated December
08,2020 regarding additional payment mechanism (i.e. ASBA, etc.) for payment of balance money in calls for partly
paid specified securities issued by the listed entity, the Investor may make payment of the Call Monies using ASBA
Mechanism through the Designated Branch of the SCSB or through online/electronic through the website of the SCSBs
(if made available by such SCSB) by authorizing the SCSB to block an amount, equivalent to the amount payable on
Call Monies, in the Investors ASBA Account. The Investor may also use the facility of linked online trading, demat
and bank account (3-in-1 type account), if provided by their broker, for making payment of the Call Monies.
Separate ISIN for Rights Equity Shares
In addition to the present ISIN for the existing Equity Shares, our Company would obtain a separate ISIN for the
Rights Equity Shares for each Call, until fully paid-up. The Rights Equity Shares offered under this Issue will be traded
under a separate ISIN after each Call for the period as may be applicable under the rules and regulations prior to the
record date for the final Call notice. The ISIN representing the Rights Equity Shares will be terminated after the Call
Record Date for the final Call. On payment of the final Call Money in respect of the Rights Equity Shares, such Rights
Equity Shares would be fully paid-up and merged with the existing ISIN of our Equity Shares.
Fractional Entitlements
The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio of Two
Rights Equity Share for every One Equity Share held on the Record Date. Thus, fractional entitlements shall not
arise in the Issue.
Ranking
The Rights Equity Shares to be issued and Allotted pursuant to this Issue shall be subject to the provisions of the Letter
of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form, and the Memorandum of
Association and the Articles of Association, the provisions of the Companies Act, 2013, FEMA, the SEBI (ICDR)
Regulations, the SEBI (LODR) 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 Exchange and the terms and conditions as stipulated in the
Allotment advice.
The Rights Equity Shares being issued and allotted shall be subject to the provisions of the Memorandum of
Association and Articles of Association. The Rights Equity Shares shall rank pari-passu, in all respects including
dividend, with our existing Equity Shares.
Listing and trading of the Rights Equity Shares to be issued pursuant to this Issue
Subject to receipt of the listing and trading approvals, the Rights Equity Shares proposed to be issued on a rights
basis shall be listed and admitted for trading on the Stock Exchange. Unless otherwise permitted by the SEBI
ICDR Regulations, the Rights Equity Shares Allotted pursuant to this Issue will be listed as soon as practicable
and all steps for completion of necessary formalities for listing and commencement of trading in the Rights Equity
Shares will be taken within such period prescribed under the SEBI ICDR Regulations. Our Company has received
in principle approval from the BSE vide letter dated April 30,2025 bearing reference number
LOD/RIGHT/AM/124/2025-26.
Our Company will apply to the Stock Exchange 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 this Issue will trade after the
listing thereof.
----------------Page (159) Break----------------
146
The existing Equity Shares are listed and traded on BSE (Scrip Code: 538834) under the ISIN: INE242Q01016).
The Rights Equity Shares shall be credited to a temporary ISIN which will be frozen until the receipt of the final
listing/ trading approvals from the Stock Exchange. Upon receipt of such listing and trading approvals, the Rights
Equity Shares shall be debited from such temporary ISIN and credited to the existing ISIN for the Equity Shares
and thereafter be available for trading and the temporary ISIN shall be permanently deactivated in the depository
system of CDSL and NSDL.
The listing and trading of the Rights Equity Shares issued pursuant to this Issue shall be based on the current
regulatory framework then applicable. Accordingly, any change in the regulatory regime would affect the listing
and trading schedule. In case our Company fails to obtain listing or trading permission from the Stock Exchange,
we shall refund through verifiable means/unblock the respective ASBA Accounts, the entire monies
received/blocked within 4 (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 said period, 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.
Mode of payment of dividend
In the event of declaration of dividend, our Company shall pay dividend to the Eligible Equity Shareholders as
per the provisions of the Companies Act and the provisions of the Articles of Association.
Subscription to this Issue by our Promoters and our Promoter Group
For details of the intent and extent of subscription by our Promoters and the Promoter Group, please see the chapter
titled “Capital Structure – Intention and extent of participation in the Issue by the Promoter and Promoter Group”
on page 54.
Rights of Holders of Rights Equity Shares of our Company
Subject to applicable laws, the holders of Rights Equity Shares shall have the following rights:
i. The right to receive dividend, if declared;
ii. The right to vote in person, or by proxy except in case of the Rights Equity Shares credited to the demat;
iii. The right to receive surplus on liquidation;
iv. The right to free transferability of Rights Equity Shares;
v. The right to attend general meetings of our Company and exercise voting powers in accordance with law,
unless prohibited / restricted by law and as disclosed in the Letter of Offer; and
vi. Such other rights as may be available to a shareholder of a listed public company under the Companies Act,
2013, the Memorandum of Association and the Articles of Association.
7. GENERAL TERMS OF THE ISSUE
Market Lot
The Rights Equity Shares of our Company shall be tradable only in dematerialized form. The market lot for Rights
Equity Shares in dematerialised mode is one Equity Share.
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
----------------Page (160) Break----------------
147
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
Nomination facility is available in respect of the Rights Equity Shares in accordance with the provisions of the
Section 72 of the Companies Act, 2013 read with Rule 19 of the Companies (Share Capital and Debenture) Rules,
2014.
Since the Allotment is in dematerialised form, there is no need to make a separate nomination for the Rights
Equity Shares to be Allotted in this Issue. Nominations registered with the respective DPs of the Investors
would prevail. Any Investor holding Equity Shares in dematerialised form and desirous of changing the
existing nomination is requested to inform its Depository Participant.
Arrangements for Disposal of Odd Lots
The Rights Equity Shares shall be traded in dematerialised form only and, therefore, the marketable lot shall be
one Rights Equity Share and hence, no arrangements for disposal of odd lots are required.
Notices
In accordance with the SEBI ICDR Regulations, the Abridged Letter of Offer, the Application Form, the Rights
Entitlement Letter and other applicable Issue material will be sent / dispatched only to the Eligible Equity
Shareholders who have provided their Indian address to our Company. In case such Eligible Equity Shareholders
have provided their valid e-mail address, 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 Abridged Letter of Offer, the Application
Form, the Rights Entitlement Letter and other Issue material will be dispatched, on a reasonable effort basis, to
the Indian addresses provided by them.
Further, this Letter of Offer will be sent / dispatched to the Eligible Equity Shareholders who have provided Indian
address and who have made a request in this regard. In case such 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 such 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.
All notices to the Eligible Equity Shareholders required to be given by our Company shall be published in one
English language national daily newspaper with wide circulation, one Hindi language national daily newspaper
with wide circulation and one Tamil language daily newspaper with wide circulation (Tamil being the regional
language where our Registered Office is situated).
The Letter of Offer, Letter of Offer, the Abridged Letter of Offer and the Application Form shall also be submitted
with the Stock Exchange for making the same available on their websites.
Offer to Non-Resident Eligible Equity Shareholders/Investors
As per Rule 7 of the FEMA Rules, the RBI has given general permission to Indian companies to issue rights equity
shares to non-resident shareholders including Additional rights equity shares. Further, as per the Master Direction
on Foreign Investment in India dated January 4, 2018 read with FEMA Rules, non-residents may, amongst other
things, (i) subscribe for additional shares over and above their Rights Entitlements; (ii) renounce the shares offered
to them either in full or part thereof in favour of a person named by them; or (iii) apply for the shares renounced
in their favour. Applications received from NRIs and non-residents for Allotment of Rights Equity Shares shall
be, amongst other things, subject to the conditions imposed from time to time by the RBI under FEMA in the
matter of Application, refund of Application Money, Allotment of Rights Equity Shares and issue of Entitlement
Letters/ letters of Allotment/Allotment Advice. If a non-resident or NRI Investor has specific approval from RBI,
in connection with his shareholding in our Company, such person should enclose a copy of such approval with
the Application details and send it to the Registrar at Purva Sharegistry (India) Pvt. Ltd, Shivshakti Ind. Estate J
R Boricha Marg, Lower Parel (East), Mumbai, Maharashtra,400011. It will be the sole responsibility of the
investors to ensure that the necessary approval from the RBI or the governmental authority is valid in order to
----------------Page (161) Break----------------
148
make any investment in the Issue and our Company will not be responsible for any such Allotments made by
relying on such approvals.
In accordance with the SEBI ICDR Regulations, the Abridged Letter of Offer, Application Form, the Rights
Entitlement Letter and other applicable Issue material will be sent / dispatched only to the Eligible Equity
Shareholders who have provided their Indian address to our Company. In case such Eligible Equity Shareholders
have provided their valid e-mail address, 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 Abridged Letter of Offer, the Application
Form, the Rights Entitlement Letter and other Issue material will be dispatched, on a reasonable effort basis, to
the Indian addresses provided by them.
The Abridged Letter of Offer, the Rights Entitlement Letter and Application Form shall be sent to the e-mail
address of non-resident 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 Equity Shares is permitted under laws of
such jurisdictions. 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) from the websites of the Registrar, our Company and the Stock Exchange. The Board
of Directors may at its absolute discretion, agree to such terms and conditions as may be stipulated by the RBI
while approving the Allotment. 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 rights basis.
In case of 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 which does not reflect the accurate status of the Applicant is liable to be
rejected at the sole discretion of our Company.
Please note that pursuant to Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate
Bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued
the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs))
Regulations, 2003. Any Investor being an OCB is required not to be under the adverse notice of the RBI and to
obtain prior approval from RBI for applying in this Issue as an incorporated non-resident must do so in accordance
with the FDI Circular 2020 and FEMA Rules.
The non-resident Eligible Equity Shareholders can update their Indian address in the records maintained by the
Registrar and our Company by submitting their respective copies of self-attested proof of address, passport, etc.
at www.purvashare.com.
PROCEDURE FOR APPLICATION
How to Apply
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 the ASBA
process. Investors should carefully read the provisions applicable to such Applications before making their
Application through ASBA.
The Application Form can be used by the Eligible Equity Shareholders as well as the Renouncees, to make
Applications in the Issue basis the Rights Entitlement credited in their respective demat accounts or demat escrow
account, as applicable. For further details on the Rights Entitlements and demat escrow account, see "Terms of
Issue- Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders" on page 139.
Further, the resident Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date
can apply for this Issue through ASBA facility. For details of procedure for application by the resident Eligible
Equity Shareholders holding Equity Shares in physical form as on the Record Date, please refer to "Procedure for
Application by Resident Eligible Equity Shareholders holding Equity Shares in physical form" beginning on page
132 of this Letter of Offer.
Please note that one single Application Form shall be used by Investors to make Applications for all Rights
Entitlements available in a particular demat account or entire respective portion of the Rights Entitlements in the
----------------Page (162) Break----------------
149
demat suspense escrow account in case of resident Eligible Equity Shareholders holding shares in physical form,
as applicable, as on Record Date and applying in the Issue, as applicable. In case of Investors who have provided
details of 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.
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.
In case of Investors who have provided details of 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 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 authorising such SCSB to block
Application Money payable on the Application in their respective ASBA Accounts. Prior to making an
Application, such Investors should enable the internet banking of their respective bank accounts and such
Investors should ensure that the respective bank accounts have sufficient funds. 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; or (ii) the requisite internet banking.
Please note that Applications without depository account details shall be treated as incomplete and shall be
rejected. Applicants should note that they should very carefully fill-in their depository account details and PAN
number in the Application Form or while submitting application through online/electronic Application through
the website of the SCSBs (if made available by such SCSB). Incorrect depository account details or PAN number
could lead to rejection of the Application. For details, please refer to "Grounds for Technical Rejection" beginning
on page 135 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, please refer to "Applications on Plain Paper under ASBA process"
beginning on page 130 of this Letter of Offer.
ALLOTMENT OF THE EQUITY SHARES IN DEMATERIALIZED FORM
PLEASE NOTE THAT THE 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. FOR DETAILS,
SEE “TERMS OF THE ISSUE - ALLOTMENT ADVICE OR REFUND / UNBLOCKING OF ASBA
ACCOUNTS” ON PAGE 151.
8. Issue Schedule
Last Date for credit of the Rights Entitlements On or before Wednesday, July 16, 2025
Issue Opening Date Friday, July 18, 2025
Last date for On Market Renunciation of the Rights
Entitlements*
Tuesday, August 12, 2025
Issue Closing Date# Saturday, August 16, 2025
Finalisation of Basis of Allotment (on or about) Friday, August 22, 2025
Date of Allotment (on or about) Friday, August 22, 2025
Date of Credit (on or about) Saturday, August 30, 2025
Date of Listing (on or about) Tuesday, September 02, 2025
----------------Page (163) Break----------------
150
*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.
#Our Board or the Rights Issue Committee will have the right to extend the Issue Period as it may determine from
time to time but not exceeding thirty days from the Issue Opening Date (inclusive of the Issue Opening Date) or
such other time as may be permitted as per applicable law. 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 on 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 two Working Days prior to the Issue
Closing Date, i.e., Wednesday, August 13, 2025 to enable the credit of the Rights Entitlements by way of transfer
from the demat suspense escrow account to their respective demat accounts, at least one day before the Issue
Closing Date, i.e., Thursday, August 14, 2025. If demat account details are not provided by the Eligible Equity
Shareholders holding Equity Shares in physical form to the Registrar or our Company by the date mentioned above,
such shareholders will not be allotted any Rights Equity Shares nor such Rights Equity Shares be kept in suspense
account on behalf of such shareholder in this regard. Such Eligible Equity Shareholders are also requested to
ensure that their demat account, details of which have been provided to our Company or the Registrar, is active to
facilitate the aforementioned transfer. Eligible Equity Shareholders holding Equity Shares in physical form can
update the details of their demat accounts on the website of the Registrar (i.e., www.purvashare.com). Such
Eligible Equity Shareholders can make an Application only after the Rights Entitlements is credited to their
respective demat accounts. Eligible Equity Shareholders can obtain the details of their Rights Entitlements from
the website of the Registrar (i.e., www.purvashare.com) by entering their DP ID and Client ID or Folio Numbers
(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.jmjfintechltd.com).
9. Basis of Allotment
Subject to the provisions contained in this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter, the Application Form, the Articles of Association 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 Entitlements of Rights
Equity Shares either in full or in part and also to the Renouncee(s) who has or have applied for Rights Equity
Shares renounced in their favour, in full or in part, as adjusted for fractional entitlement.
(b) Eligible Equity Shareholders whose fractional entitlements are being ignored and Eligible Equity
Shareholders with zero entitlement, would be given preference in allotment of one Additional Rights Equity
Share each if they apply for Additional Rights Equity Shares. Allotment under this head shall be considered
if there are any unsubscribed Rights Equity Shares after allotment under (a) above. If number of Rights Equity
Shares required for Allotment under this head are 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 and will not be a preferential allotment.
(c) Allotment to the Eligible Equity Shareholders who having applied for all the Rights Equity Shares offered to
them as part of this Issue, have also applied for Additional Rights Equity Shares. The Allotment of such
Additional Rights Equity Shares will be made as far as possible on an equitable basis having due regard to
the number of Rights Equity Shares held by them on the Record Date, provided there are any unsubscribed
Rights Equity Shares after making full Allotment in (a) and (b) above. The Allotment of such Rights Equity
Shares will be at the sole discretion of our Board in consultation with the Designated Stock Exchange, as a
part of this 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, 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 will be made on a proportionate
basis in consultation with the Designated Stock Exchange, as a part of this Issue and will not be a preferential
allotment.
----------------Page (164) Break----------------
151
(e) Allotment to any other person, subject to applicable laws, 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 (d) above, if there is any unsubscribed portion,
the same shall be deemed to be ‘unsubscribed’.
Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the
Controlling Branches, a list of the Investors who have been allocated Rights Equity Shares in this Issue, along
with:
i. The amount to be transferred from the ASBA Account to the separate bank account opened by our Company
for this Issue, for each successful Application;
ii. The date by which the funds referred to above, shall be transferred to the aforesaid bank account; and
iii. 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.
10. Allotment Advice or Refund/ Unblocking of ASBA Accounts
Our Company will send/dispatch Allotment advice, refund intimations (or demat credit of securities and/or letters
of regret, only to the Eligible Equity Shareholders who have provided Indian address. In case such Eligible Equity
Shareholders have provided their valid e-mail address, Allotment advice, refund intimations or demat credit of
securities and/or letters of regret 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 Allotment advice, refund intimations or demat credit
of securities and/or letters of regret will be dispatched, on a reasonable effort basis, to the Indian addresses
provided by them; along with crediting the Allotted Equity Shares to the respective beneficiary accounts (only in
dematerialised mode) or in a demat suspense account (in respect of Eligible Equity Shareholders holding Equity
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 on or before T+15 days (T: Issue Closing Date). In case of failure to
do so, our Company and officers in default shall pay interest at 15% p.a. or such other rate as specified under
applicable law 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 Rights Equity Shares in the Issue 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 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.
11. 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 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.
----------------Page (165) Break----------------
152
12. Allotment Advice or Demat Credit of Securities
The demat credit of securities to the respective beneficiary accounts will be credited within 15 (Fifteen) 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 EQUITY SHARES APPLIED FOR UNDER THIS ISSUE CAN BE
ALLOTTED ONLY IN DEMATERIALIZED 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 (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.
Investors shall be allotted the Rights Equity Shares in dematerialized (electronic) form only. Our Company has
signed an agreement with NSDL and CDSL on July 25, 2017 and July 25, 2017 respectively, which enables the
Investors to hold and trade in the Equity Shares 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 CAN BE TRADED ON THE STOCK
EXCHANGE ONLY IN DEMATERIALIZED FORM.
The procedure for availing the facility for Allotment of Rights Equity Shares in this Issue in the dematerialised
form is as under:
1. 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 such holdings. Those
Investors who have already opened such beneficiary account(s) need not adhere to this step.
2. 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.
3. The responsibility for 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.
4. 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.
5. The Rights Equity Shares will be allotted to Applicants only in dematerialized form and would 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 holding Equity
Shares in physical form/ with IEPF authority/ in suspense, etc.). Allotment Advice, refund order (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.
6. Non-transferable Allotment Advice/ refund intimation will be directly sent to the Investors by the Registrar,
by email and, if the printing is feasible, through physical dispatch.
7. Renouncees will also have to provide the necessary details about their beneficiary account for Allotment of
Rights Equity Shares in this Issue. In case these details are incomplete or incorrect, the Application is liable
to be rejected.
----------------Page (166) Break----------------
153
13. Impersonation
As a matter of abundant caution, 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 makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or 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
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 for fraud involving an amount of at least ₹10
Lakhs or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term of not less
than six months extending up to 10 (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. In case the fraud involves (i) an amount which is less than ₹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 an imprisonment for a term extending up to five years or a fine of an amount extending up to ₹50
Lakhs or with both.
14. Utilisation of Issue Proceeds
Our Board declares that:
1. All monies received out of this Issue shall be transferred to a separate bank account;
2. Details of all monies utilized out of this Issue referred to under (1) above shall be disclosed, and continue to
be disclosed till the time any part of the Issue Proceeds remains un utilised, under an appropriate separate head
in the balance sheet of our Company indicating the purpose for which such monies have been utilised; and
3. Details of all unutilized monies out of this Issue referred to under (1) above, 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.
Undertakings by our Company
Our Company undertakes the following:
1. The complaints received in respect of this Issue shall be attended to by our Company expeditiously and
satisfactorily;
2. All steps for completion of the necessary formalities for listing and commencement of trading at all Stock
Exchange where the Equity Shares are to be listed will be taken by our Board within seven Working Days of
finalization of Basis of Allotment;
3. The funds required for making refunds / unblocking to unsuccessful Applicants as per the mode(s) disclosed
shall be made available to the Registrar by our Company;
4. Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the
Investor within 15 (Fifteen) days of the Issue Closing Date, giving details of the banks where refunds shall
be credited along with amount and expected date of electronic credit of refund;
5. In case of refund / unblocking of the Application Money for unsuccessful Applicants or part of the
Application Money in case of proportionate Allotment, a suitable communication shall be sent to the
Applicants;
6. Adequate arrangements shall be made to collect all ASBA Applications.
7. At any given time, there shall be only one denomination for the Rights Equity Shares of our Company.
8. Our Company shall comply with such disclosure and accounting norms specified by SEBI from time to time.
----------------Page (167) Break----------------
154
9. 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.
10. Our Company accepts full responsibility for the accuracy of 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 the Letter of Offer misleading and further confirms that it has made all reasonable
enquiries to ascertain such facts.
Important
1. Please read this Letter of Offer carefully before taking any action. The instructions contained in the
Application Form, the Abridged Letter of Offer and the 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.
2. All enquiries in connection with this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or Application Form must be addressed (quoting the Registered Folio Number or the DP ID and Client
ID number, the Application Form number and the name of the first Eligible Equity Shareholder as mentioned
on the Application Form and super scribed “JMJ Fintech Limited – Rights Issue” on the envelope and
postmarked in India or in the email) to the Registrar at the following address:
Purva Sharegistry (India) Pvt. Ltd,
9, Shivshakti Ind. Estate J R Boricha Marg,
Lower Parel (East), Mumbai, Maharashtra,400011
Telephone: +91 022 49614132,
Email: newissue@purvashare.com
Website: www.purvashare.com,
Investor Grievance Email: newissue@purvashare.com
Contact Person: Ms. Deepali Dhuri
SEBI Registration Number: INR000001112,
CIN: U67120MH1993PTC074079
3. 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 (i.e.at www.purvashare.com). Further, helpline number
provided by the Registrar for guidance on the Application process and resolution of difficulties are +91 022
49614132.
This Issue will remain open for a minimum 7 (Seven) days. However, our Board or the Rights Issue
Committee will have the right to extend the Issue Period as it may determine from time to time but not
exceeding 30 (Thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date).
----------------Page (168) Break----------------
155
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991, of the Government of
India and FEMA. While the Industrial Policy, 1991, of the Government of India, prescribes the limits and the
conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA
regulates the precise manner in which such investment may be made. The Union Cabinet, as provided in the
Cabinet Press Release dated May 24, 2017, has given its approval for phasing out the FIPB. Under the Industrial
Policy, 1991, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian
economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain
prescribed procedures for making such investment. Accordingly, the process for foreign direct investment (“FDI”)
and approval from the Government of India will now be handled by the concerned ministries or departments, in
consultation with the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India (formerly known as the Department of Industrial Policy and Promotion)
(“DPIIT”), Ministry of Finance, Department of Economic Affairs, FIPB section, through a memorandum dated
June 5, 2017, has notified the specific ministries handling relevant sectors.
The Government has, from time to time, made policy pronouncements on FDI through press notes and press
releases. The DPIIT issued the Consolidated FDI Policy Circular of 2020 (“FDI Policy”) by way of circular
bearing number DPIIT file number 5(2)/2020-FDI Policy dated October 15, 2020, which with effect from October
15, 2020, consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by
the DPIIT that were in force and effect as on October 15, 2020. The Government of India has from time to time
made policy pronouncements on FDI through press notes and press releases which are notified by RBI as
amendments to FEMA. In case of any conflict between FEMA and such policy pronouncements, FEMA prevails.
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 falls 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.
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 rights basis. The above information is given for the benefit of the Investors. Our Company is not liable
for any amendments or modification 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 do not exceed the applicable limits under laws or regulations.
RESTRICTIONS ON PURCHASES AND RESALES
General Eligibility and Restrictions
No action has been taken or will be taken to permit a public offering of the Rights Entitlements or the Issue Shares
in any jurisdiction, or the possession, circulation, or distribution of this Letter of Offer, its accompanying
documents or any other material relating to our Company, the Rights Entitlements or the Equity Shares in any
jurisdiction where action for such purpose is required, except that this Letter of Offer will be filed with SEBI and
the Stock Exchange.
The Rights Entitlements and the Issue Shares have not been and will not be registered under the U.S. Securities
Act and may not be offered or sold within the United States.
The Rights Entitlements or the Equity Shares may not be offered or sold, directly or indirectly, and none of this
Letter of Offer, its accompanying documents or any offering materials or advertisements in connection with the
Rights Entitlements or the Equity Shares may be distributed or published in or from any country or jurisdiction
except in accordance with the legal requirements applicable in such jurisdiction.
Investors are advised to consult their legal counsel prior to accepting any provisional allotment of Equity Shares,
applying for excess Equity Shares or making any offer, sale, resale, pledge or other transfer of the Rights
Entitlements or the Equity Shares.
This Letter of Offer and its accompanying documents 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
part, for any purpose.
----------------Page (169) Break----------------
156
Each person who exercises the Rights Entitlements and subscribes for the Equity Shares, or who purchases the
Rights Entitlements, or Equity Shares shall do so in accordance with the restrictions in their respective
jurisdictions.
The above information is given for the benefit of the Applicants / Investors. Our Company is not liable for any
amendments or modification 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.
----------------Page (170) Break----------------
157
SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following material documents and contracts (not being contracts entered into in the ordinary course of
business carried on by our Company or 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. These contracts
and also the documents for inspection referred to hereunder, will be available for inspection on the website of the
Company at www.jmjfintechltd.com from the date of the Letter of Offer until the Issue Closing Date.
A. Material contracts for inspection:
1. Registrar Agreement dated October 04, 2013 between our Company and Purva Sharegistry (India) Pvt. Ltd.
2. Banker to the Issue Agreement dated June 06, 2025 amongst our Company, the Registrar to the Issue and the
Banker to the Issue.
B. Material documents for inspection:
1. Certified true copy of the Memorandum of Association and Articles of Association of our Company,
as amended from time to time.
2. Certificate of Incorporation dated November 27, 1982 issued by Registrar of Companies, Coimbatore
Tamil Nadu;
3. Tripartite agreement dated May 16, 2014 between our Company, CDSL and Purva Sharegistry
(India) Pvt. Ltd;
4. Tripartite agreement dated October 30, 2014 between our Company, NSDL and Purva Sharegistry
(India) Pvt. Ltd;
5. Resolution of the Board of Directors passed in its meeting dated January 21, 2025 approving this
Issue.
6. Resolution of our Board of Directors dated February 19, 2025 approving the Letter of Offer.
7. Resolution of Rights issue committee dated June 16, 2025, finalizing the terms of the Issue including
Issue Price, Record Date and the Rights Entitlement Ratio;
8. Consents of our Directors, our Company Secretary and Compliance Officer, Chief Financial Officer,
Statutory Auditor, the Registrar to the Issue, Bankers to our Company and Banker to the Issue to
include their names in this Letter of Offer and to act in their respective capacities;
9. Consent from M/s. Mahesh C Solanki & Co, Chartered Accountants, to be named as the Statutory
Auditors of the Company, to include name in this Letter of Offer, as an “expert” as defined under
Section 2(38) of the Companies Act, 2013, in respect of (i) the Standalone Unaudited Financial
Results of the Company for the quarter and Nine months period ended December 31, 2024, and
Limited Review Report issued thereon dated February 05, 2025 (ii) the Audited Standalone
Financial Statements of the Company for the year ended March 31, 2025, and Independent’s Audit
Report issued thereon dated April 22, 2025; and (iii) the statement of special tax benefits dated
January 24, 2025.
10. Annual Reports of our Company for FY 2023-24, 2022-23, 2021-22, 2020-21 and 2019-20;
11. The report of M/s. Mahesh C Solanki & Co., Chartered Accountants, dated May 23, 2024 on the
Audited Standalone Financial Statements included in the Letter of Offer.
12. The report of M/s. Mahesh C Solanki & Co., Chartered Accountants, dated October 30, 2024
on the Unaudited Standalone Financial Results of our Company included in the Letter of Offer.
13. A Statement of special tax benefits dated January 24, 2025 received from M/s. Mahesh C
----------------Page (171) Break----------------
158
Solanki & Co, Chartered Accountants, Statutory Auditors regarding special tax benefits available to
our Company and its shareholders;
14. Audited standalone financial statements for the FY 2023-24 and FY 2024-25;
15. In-principle approval dated letter issued by BSE Limited dated April 30, 2025;
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 Equity
Shareholders, subject to compliance of the provisions contained in the Companies Act and other relevant statutes.
----------------Page (172) Break----------------
159
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act and the rules made thereunder. I further certify that all the legal requirements connected with the Issue as also
the regulations, guidelines, instructions, etc., issued by SEBI, the Government of India and any other competent
authority in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of
Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
Joju Madathumpady Johny
Managing Director
Date: July 12, 2025
Place: Thrissur
----------------Page (173) Break----------------
160
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act and the rules made thereunder. I further certify that all the legal requirements connected with the Issue as also
the regulations, guidelines, instructions, etc., issued by SEBI, the Government of India and any other competent
authority in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of
Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
Johny Madathumpady Lonappan
Executive Director
Date: July 12, 2025
Place: Thrissur
----------------Page (174) Break----------------
161
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act and the rules made thereunder. I further certify that all the legal requirements connected with the Issue as also
the regulations, guidelines, instructions, etc., issued by SEBI, the Government of India and any other competent
authority in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of
Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
Sivadas Chettoor
Non-Executive - Independent Director
Date: July 12, 2025
Place: Palakkad
----------------Page (175) Break----------------
162
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act and the rules made thereunder. I further certify that all the legal requirements connected with the Issue as also
the regulations, guidelines, instructions, etc., issued by SEBI, the Government of India and any other competent
authority in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of
Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
Julie George Varghese
Non-Executive - Independent Director
Date: July 12, 2025
Place: Kollam
----------------Page (176) Break----------------
163
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act and the rules made thereunder. I further certify that all the legal requirements connected with the Issue as also
the regulations, guidelines, instructions, etc., issued by SEBI, the Government of India and any other competent
authority in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of
Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
Velayudhanpillai Harikumar
Non-Executive – Independent Director
Date: July 12, 2025
Place: Chennai
----------------Page (177) Break----------------
164
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act and the rules made thereunder. I further certify that all the legal requirements connected with the Issue as also
the regulations, guidelines, instructions, etc., issued by SEBI, the Government of India and any other competent
authority in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of
Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
Justin Thomas O
Chief Financial Officer
Date: July 12, 2025
Place:Thrissur
----------------Page (178) Break----------------