Poonawalla Fincorp Limited, a leading non-banking financial company, has announced the issuance of secured, redeemable, rated, listed non-convertible debentures amounting to ₹2500 crore through private placement, as disclosed under Regulation 30 and 51 of the SEBI Listing Obligations and Disclosure Requirements Regulations 2015.

The decision was approved by the Finance Committee, which was authorised by the Board of Directors of the company. The issuance will take place in dematerialized form, with the NCDs proposed to be listed on BSE Limited, giving investors a tradable debt instrument on a recognised exchange.

The proposed NCDs will be issued under two series:

1. Series B2 FY 2025–26 – fresh issuance with:

   • Base Issue Size: ₹1125 crore

   • Green Shoe Option: ₹375 crore

   • Total Aggregating: ₹1500 crore

2. Series B1 FY 2025–26 – re-issuance with:

   • Base Issue Size: ₹500 crore

   • Green Shoe Option: ₹500 crore

   • Total Aggregating: ₹1000 crore

Combined, these will account for a total issue size of ₹2500 crore.

Each NCD will have a face value of ₹100000 and be issued to eligible investors. The tenor, coupon rate, payment schedule, and redemption dates will be specified in the key information document associated with this issue.

Security Structure

The debentures will be secured by a first ranking pari passu charge on the company’s hypothecated properties, which will ensure adequate security cover until the redemption date.

Coupon Delay Clause

In the event of a delay in payment of interest or principal beyond three months, the company has committed to paying an additional 2 percent interest over and above the agreed coupon rate until the default is resolved to the satisfaction of the Debenture Trustee.

No Special Rights

There are no special rights or privileges attached to the debentures outside those detailed in the key information document. The debentures do not offer voting rights or equity conversion.

Regulatory Compliance

This issuance is in full compliance with SEBI’s regulatory framework, including private placement guidelines and listing obligations.

Strategic Purpose

This NCD issue will support Poonawalla Fincorp’s financial strategy, possibly aimed at expanding their loan book, funding new credit products, or strengthening the capital base. By opting for secured NCDs with a listed structure, the company provides investors a relatively safe debt instrument with fixed returns and high liquidity via the BSE platform.

Industry Context

NCDs have gained popularity among institutional and high-net-worth investors due to their fixed income potential, credit rating-based pricing, and lower volatility than equity instruments. The rated and listed nature of Poonawalla Fincorp's debentures adds an additional layer of credibility and transparency to the offering.

This issue further cements Poonawalla Fincorp’s presence in the corporate debt market and showcases the company’s financial discipline and market confidence.

Investors are advised to consult the key information document for complete details on tenor, coupon rate, schedule, and security structure before participating in the offer.

For further updates, investors can track filings made by the company with BSE and NSE and refer to the PFL NCD Series B1 and B2 FY 2025–26 under the debt segment.

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