27th January, 2023

Department of Corporate Services Through BSE listing centre

BSE Limited
Phiroze Jeejeeboy Towers
1st Floor, Dalal Street,
Mumbai – 400001

Dear Sir / Madam,

Sub: Intimation under Regulations 52 of The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements, 2015
Outcome of the Board Meeting – Unaudited Financial Results and Limited Review Report for the
quarter ended December 31, 2022

With reference to the aforesaid subject, we wish to inform you that the Board of Directors of the Company,
at its Meeting held today i.e on 27th January, 2023, has inter-alia considered and approved the Un-audited
financial results for the quarter ended 31st December, 2022.

Accordingly, we enclose herewith the following:

a. Un-audited Financial Results for the quarter ended 31st December, 2022 together with Limited Review
Report issued by the Joint statutory auditors of the Company;

b. Statement containing details required under Regulation 52(4). (Line items along with financial results)
c. Disclosure of the extent and nature of security created and maintained for secured non-convertible
securities as required under Regulation 54 of the SEBI Listing Regulations is made in the unaudited
Financial Results for the quarter ended December 31, 2022. Further, the security cover certificate is
enclosed herewith.

d. Statement indicating the utilisation of the issue proceeds of non-convertible securities /

Statement disclosing material deviation(s) (if any) in the use of issue proceeds of non-convertible
securities from the objects of the issue.
The meeting commenced at 5:15 p.m. and concluded at 7.55 p.m.
Kindly take the above submission on record.
Thanking you,
Yours truly,
For Hinduja Leyland Finance Limited
Digitally signed by
BALASUBRAMANIAN BALASUBRAMANIAN
SHANMUGASUNDAR SHANMUGASUNDARAM
AM Date: 2023.01.27 19:56:02
+05'30'

B Shanmugasundaram
Company Secretary
Encl:- As above
Walker Chandiok & Co LLP Suresh Surana & Associates LLP
11" Floor, Tower Il, “Apex Towers” 2" & 4 Floor,
One International Center, No.54 (Old No.42),
S B Marg, Prabhadevi (W), Second Main Road, R.A. Puram,
Mumbai — 400 013 Chennai — 600 028
Maharashtra, India. Tamil Nadu, India.

Independent Auditor’s Review Report on Standalone Unaudited Quarterly Financial Results

and Year to Date Results of the Non-Banking Financial Company (‘NBFC’) pursuant to
Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (as amended)

To the Board of Directors of Hinduja Leyland Finance Limited

1. We have reviewed the accompanying statement of standalone unaudited financial results (‘the
Statement’) of Hinduja Leyland Finance Limited (‘the NBFC’) for the quarter ended 31
December 2022 and the year-to-date results for the period 01 April 2022 to 31 December 2022,
being submitted by the NBFC pursuant to the requirements of Regulation 52 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (‘Listing
Regulations’).

The Statement, which is the responsibility of the NBFC’s management and approved by the
NBFC’s Board of Directors, has been prepared in accordance with the recognition and
measurement principles laid down in Indian Accounting Standard 34 Interim Financial
Reporting (‘Ind AS 34’), prescribed under section 133 of the Companies Act, 2013 (‘the Act’),
the circulars, guidelines and directions issued by the Reserve Bank of India (‘the RBI’) from
time to time, applicable to NBFCs (‘the RBI guidelines’), and other accounting principles
generally accepted in India, and is in compliance with the presentation and disclosure
requirements of Regulation 52 of the Listing Regulations. Our responsibility is to express a
conclusion on the Statement based on our review.

We conducted our review of the Statement in accordance with the Standard on Review
Engagements (SRE) 2410, Review of Interim Financial Information performed by the
Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A
review of interim financial information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance with
the Standards on Auditing specified under section 143(10) of the Act, and consequently, does
not enable us to obtain assurance that we would become aware of all significant matters that
might be identified in an audit. Accordingly, we do not express an audit opinion.
Walker Chandiok & Co LLP Suresh Surana & Associates LLP

4. Based on our review conducted as above, nothing has come to our attention that causes us to
believe that the accompanying Statement, prepared in accordance with the recognition and
measurement principles laid down in Ind AS 34, prescribed under section 133 of the Act, the
RBI guidelines, and other accounting principles generally accepted in India, has not disclosed
the information required to be disclosed in accordance with the requirements of Regulation 52
of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains
any material misstatement, or that it has not been prepared in accordance with the relevant
prudential norms issued by the RBI in respect of income recognition, asset classification,
provisioning and other related matters.

S. The review of standalone unaudited quarterly and year-to-date financial results for the period
ended 31 December 2021 and the audit of standalone financial results for the year ended 31
March 2022, included in the Statement, as comparative information, were jointly carried out
and reported by Deloitte Haskins & Sells, Chennai and Suresh Surana & Associates LLP, who
had expressed an unmodified conclusion vide their review report dated 07 February 2022 and
an unmodified opinion vide their audit report dated 17 May 2022, respectively. These reports
have been furnished to us by the management and have been relied upon by us for the purpose
of our review of the Statement. Accordingly, Walker Chandiok & Co LLP do not express any
conclusion or opinion on the figures reported in the Statement for the quarter and nine months
ended 31 December 2021, and for the year ended 31 March 2022. Our conclusion is not
modified in respect of this matter.

For Walker Chandiok & Co LLP For Suresh Surana & Associates LLP
Chartered Accountants Chartered Accountants
Firm Registration No: 001076N/N500013 Firm Registration No: 121750W/W100010

al
Rakesh Rathi P. Shankar Raman
Partner Partner
Membership No. 045228 Membership No. 204764
UDIN No. 23045228BGYRWH2069 UDIN No. 23204764BGYMDT7471

Place: Udaipur Place: Chennai

Date: 27 January 2023 Date: 27 January 2023
 Hinduja Leyland Finance Limited
Corporate Identity Number: U65993MH2008PLC384221
Regd. Office: Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra - 400018
Corporate office: 27A, Developed Industrial Estate, Guindy, Chennai, TamilNadu - 600032
Tel : (044) 39252525 Website : hindujaleylandfinance.com Email: [email protected]
Statement of Standalone Unaudited Financial Results for the quarter and nine months ended December 31, 2022
Rs. in Lakhs
Quarter ended Nine months ended Year ended
Particulars 31-Dec-2022 | 30-Sep-2022 | 31-Dec-2021 | 31-Dec-2022 | 31-Dec-2021 | 31-Mar-2022
Unaudited Unaudited Unaudited Unaudited Unaudited Audited

1 |Income
Interest income 63,659 58,700 60,218 1,80,813 1,79,525 2,39,527
Fees and commission income 1,350 1,395 1,494 4,068 3,913 §,305
Net gain on fair value changes 1,285 735 280 2,105 - -
Net gain on derecognition of financial instruments 4,297 5,357 5.271 14,525 14,955 20,437
Other income 43 47 101 136 1,420 1,582
Total income 70,634 66,234 67,364 2,01,647 1,99,813 2,66,851

2 |Expenses
Finance costs 35,410 33,227 33,876 1,01,041 1,01,962 1,33,699
Fees and commission expense 1,156 1,427 1,808 4,384 4,101 5,961
Net loss on fair value changes - - - - 464 805
Impairment on financial assets 16,479 14,796 17,943 47,279 50,290 70,425
Employee benefits expense 3,995. 3,825 4,071 11,419 10,719 14,353
Depreciation and amortisation 440 420 251 1,242 1,000 1,588
Other expenses 3,888 3,068 1,935 10,237 5,571 8,736
Total expenses 61,368 56,763 59,884 1,75,602 1,74,107 2,35,567

3 |Profit before tax for the period / year (1-2) 9,266 9,471 7,480 26,045 25,706 31,284

4 |Tax expenses 2,228 2,384 1,952 6,437 6,636 8,069

- Current tax 3,863 1,999 1,469 7,252 10,355 5,197
~ Deferred tax (1,635) 385 483 (815) (3,719) 2,872

5 |Profit after tax for the period / year (3-4) 7,038 7,087 5,528 19,608 19,070 23,215

§ | Other comprehensive Income

A Items that will not be reclassified subsequently to profit or loss
(i) Remeasurement of defined benefit plans 2 9 32 38 56 70
(ii) Income tax relating to items that will not be reclassified to profit or loss (1) (2) 8 (10) 22 (18)

B ltems that will be reclassified to profit or lass

(i) Fair value gain/ (loss) on financial assets carried at Fair Value (2,171) 88 (6,244) (22,638) 254 (27,837)
Through Other Comprehensive Income (FVTOCI)
(ii) Income tax relating to items that will be reclassified to profit or loss 546 (22) 1,572 5,698 (64) 7,006

Other comprehensive Income (1,624) 73 (4,632) (16,912) 268 (20,779)

7 |Total comprehensive Income 5,414 7,160 896 2,696 19,338 2,436

8 |Paid up Share Capital (face value of Rs.10 each) 53,502 46,990 46,986 53,502 46,986 46,989

9 |Other Equity 3,38,175

10 |Earnings per equity share (face value of Rs.10/- each)#

- Basic (in Rs.) 1.34 1.51 118 4.01 4.06 4.94
- Diluted (in Rs.) 1.34 1.50 1.18 4.01 4.06 4.94
# earnings per share for the quarters/nine months are not annualised
Notes:
The above unaudited standalone financial results have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on January 27, 2023
and reviewed by joint statutory auditors, pursuant to Regulation 52 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The unaudited standalone financial results of the Company has been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)
Rules, 2015 (as amended from time to time) and notified under Section 133 of the Companies Act, 2013 ("the Act").

The Company has applied its signficant accounting policies in the preparation of these financial results consistent with those followed in the annual financial statements for the year ended
March 31, 2022.

The Company continues to monitor the developments/impact arising from Covid-19 pandemic, including any new information concerning the severity of the Covid-19 pandemic, and any action
to contain its spread or mitigate its impact.

As at December 31, 2022, the Company holds an aggregate provision of = 73,634 Lakhs against the advances which includes provision of = 15,012 Lakhs for the accounts restructured under
the RBI resolution framework.

(a) Disclosures pursuant to RBI Notification - RBV2020-21/16 DOR.No.BP.BC/3/21.04.048/2020-21 dated 6 August 2020 and RBI/2021-22/31/DOR.STR.REG.11 /21.04.048/2021-22 dated 5
May 2021

Exposure to Exposure to
accounts Of (A) accounts
classified as ; Of(A), amount | classifed as
aggregate debt} Of (A), amount ;
standard : : paid by the standard
cons it to ma pend Nene OF borrowers consequent to
Type of Borrower Sete
impementation
into: NPA during
;
the Sen
during the =| implementation
during the period ended : 5
of resolution eriod ended | 31 Dec 2022# period ended | of resolution
Plan- Position ; 1 Dec 2022 31 Dec 2022* | plan- Position
as at 30 Sep as at 31 Dec
2021(A) 2022

Personal Loans** - - :
Corporate Loans = - -
of which, MSMEs - - :
Others (Rs. in Lakh) 1,66,061 12,023 - 13,070 1,40,968
Total 1,66,061 12,023 - 13,070 1,40,968
™* Includes restructuring implemented pursuant to OTR 2.0 till 30 September 2021.

# represents debt that slipped into stage 3 and was subsequently written off during the nine months
“represents receipts net of interest accruals and disbursements, if any

Disclosures pursuant to RBI Notification - RBI(DOR/2021-22/86 DOR.STR.REC.51 /21.04.048/2021-22 dated 24 September 2021
Details of transfer through assignment in respect of loans not in default during the nine months ended 31 December 2022

Aggregate amount of loans transferred through Direct Assignment (Rs. in 2,24,327

Lakh)
Sale consideration (Rs. in Lakh) 2,01,894
Number of transactions 14
Weighted average remaining maturity in months 28.95
Weighted average holding period after origination in months 16.61
Retention of beneficial interest 10%
Coverage of tangible security coverage 100%
Rating-wise distribution of rated loans Not
applicable
Number of instances (transactions) where transferred as agreed to replace Nil
the transferred loans
Number of transferred loans replaced Nil

(b) Details of loans (not in default) acquired through assignment during the nine months ended 31 December 2022.

amount of loans transferred through Direct Assignment (Rs. in 32,168

in months 24.12

of beneficial interest

distribution of rated loans

 (c) Details of stressed loans transferred during the nine months ended 31 December 2022

Particulars
NPA
Number of
loans transferred
residual tenor of transferred in
Net value of loans transferred (at the time of transfer)
transfer (Rs. in Lakh
in Lakh

RBI vide Circular dated November 12, 2021 and further clarified vide circular dated February 15, 2022. - "Prudential norms
on Income Recognition, Asset Classification and Provisioning
(IRACP) pertaining to Advances - Clarifications" has clarified / harmonized certain aspects of extant regulatory guidelines
with a view to ensuring uniformity in the implementation of IRACP
norms across all lending institutions. The Company has complied with the said noms with effect from 01 October 2022.

The Company has raised Rs 91,000 lakhs through preferential issue of 6,50,00,000 equity shares issued to various Qualified
Institutional Buyers (QIBs) during October 2022 and the shares
were allotted on October 13, 2022 at an issue price being Rs 140/-; face value Rs 10/- per share; securities premium Rs 130/- per
share, thereby increasing the sharecapital by Rs. 6,500 lakhs
and securities premium by Rs.84,500 lakhs.

The Board of Directors in its meeting held on March 16, 2022 and subsequently held on November 25, 2022 approved the proposed merger of
the Company with NxtDigital Limited. The said
merger will be subject to the requisite approvals from various regulatory and statutory authorities, respective shareholders and creditors.

All the secured non-convertible debentures of the Company including those issued during the current quarter are fully secured by
hypothecation of book debts/loan receivables to the extent as
Stated in the information memorandum. Further, the Company has maintained asset cover as stated in the information memorandum
which is sufficient to discharge the principal amount at all
times for the non-convertible debt securities issued.

The Company is primarily engaged into business of providing loans for asset finance. The Company has its operations within India and all revenues
are generated within India. As such, there
are no separate reportable segment as per the provisions of Ind AS 108 ‘Operating Segments’.

10 The audit of the financial statements for the year ended 31 March 2022, included in the Statement as comparative information, were carried
out and reported by Deloitte Haskins & Sells,
Chennai and Suresh Surana & Associates LLP who had expressed an unmodified opinion vide their audit report dated 17 May 2022. Further, the
review of standalone unaudited quarterly and
year-to-date financial results for the period ended 31 December 2021, included in the Statement as comparative information, was carried out and
reported by Deloitte Haskins & Sells, Chennai
and Suresh Surana & Associates LLP who had expressed an unmodified conclusion vide their review report dated 07 February 2022.

The figures of the previous periods have been regrouped and/or reclassified to conform to the current period's classification.

For Hinduja ren Finance Limited

j AL
Place : Chennai Sachin Pillai
Date : 27 January 2023 Managing Director & CEO
 Annexure: Disclosures as per clause 52(4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 :

. Details of credit rating and change in credit rating

Facility / Rating agency Rating assigned

CRISIL CARE India Rating
Redeemable non-convertible debentures AA- AA Not applicable
Subordinated redeemable non-convertible debentures AA- AA Not applicable
Commercial paper Ai+ Al+ Not applicable
Bank facilities - Long term AA- AA AA-
Bank facilities - Short term NA Ai1+ Not applicable

. Debt-Equity ratio (in times) as at December 31, 2022 is 3.65. For the purpose of the ratio, a) debt includes debt securities, borrowings other than debt
securities and sub-ordinated liabilities and b) equity includes equity share capital and other equity (Other equity includes Securities Premium Account,
Employee Stock Option Outstanding Account, Statutory Reserve, Retained Earnings (Surplus in Statement of Profit and Loss) and Other
Comprehensive Income).

. Previous / next due date for the payment of interest/ principal on non-convertible debt securities - redeemable non-convertible debentures
Particulars Principal Interest
Amount | Next due | Previous due | Next due date
(INR In date date
Lakhs)
9.25% Redeemable non-convertible debentures ( ISIN: INE146007375 ) 20,000 | 02-Jun-23 04-Jun-22 02-Jun-23
8.50% Redeemable non-convertible debentures (ISIN: INE146007425 ) 20,000 | 15-Dec-23 15-Dec-22 15-Dec-23
8.00% Redeemable non-convertible debentures ( ISIN: INE146007433 ) 5,500} 28-Jun-23 NA On Maturity
7.95% Redeemable non-convertible debentures ( ISIN: INE146007441 ) 25,000| 14-Feb-23 13-May-22 14-Feb-23
7.80% Redeemable non-convertible debentures ( ISIN: INE146007458 ) 12,500 | 24-Nov-23 NA On Maturity
7.80% Redeemable non-convertible debentures ( ISIN: INE146007466 ) 10,000 | 29-Dec-23 29-Dec-22 29-Dec-23
7.45% Redeemable non-convertible debentures ( ISIN: INE146007474 ) 20,000 | 08-Mar-24 NA 08-Mar-23
Notes:
1. Principal and Interest payments were made on or before the due dates.
2. The above disclosures are towards redeemable non-convertible debentures outstanding as at December 31, 2022.
3. The redeemable non-convertible debentures issued by the Company are secured by exclusive charge on hypothecation of specific loan receivables
with a security cover of upto 110% as per the terms of issue.

. Previous/ next due date for the payment of interest’ principal on non-convertible debt securities - Subordinated redeemable non-convertible debentures:

Particulars Principal Interest

Amount | Next due | Previous due | Next due date
(INR In date date
Lakhs)
9.40% Subordinated redeemable non-convertible debentures ( ISIN: INE146008100 ) 10,000 | 28-Aug-24 26-Aug-22 27-Aug-23
9.20% Subordinated redeemable non-convertible debentures ( ISIN: INE146008118 ) 10,000 | 13-Sep-24 13-Sep-22 13-Sep-23
9.50% Subordinated redeemable non-convertible debentures ( ISIN: INE146008126 ) 5,000 | 28-Sep-23 28-Sep-22 28-Mar-23
10.15% Subordinated redeemable non-convertible debentures ( ISIN: INE146008134 ) 10,000 | 27-Mar-25 25-Mar-22 27-Mar-23
9.70% Subordinated redeemable non-convertible debentures ( ISIN: INE146008142 ) 15,000 | 17-Sep-24 NA On Maturity
11.60% Subordinated redeemable non-convertible debentures ( ISIN: INE146008159 ) 10,000 | 29-Sep-24 28-Mar-22 28-Mar-23
9.75% Subordinated redeemable non-convertible debentures ( ISIN: INE146008167 ) 4,500 | 18-Aug-26 16-Feb-22 16-Feb-23
9.75% Subordinated redeemable non-convertible debentures ( ISIN: INE146008175 ) 10,500 | 08-Oct-26 08-Mar-22 08-Mar-23
9.75% Subordinated redeemable non-convertible debentures ( ISIN: INE146006183 ) 3,000 18-Sep-26 19-Mar-22 18-Mar-23
9.75% Subordinated redeemable non-convertible debentures ( ISIN: INE146008191 ) 7,500 | 25-Sep-26 28-Mar-22 27-Mar-23
9.75% Subordinated redeemable non-convertible debentures ( ISIN: INE146008209 ) 5,000 | 21-Apr-28 22-Apr-22 21-Apr-23
9.70% Subordinated redeemable non-convertible debentures (ISIN: INE146008217 ) 5,000 | 19-Jan-27 19-Jul-22 19-Jul-23
Note : Principal and Interest payments Were made on or before the due dates.
.|Particulars As at
31-Dec-22
Outstanding redeemable preference shares (quantity) NIL
Outstanding redeemable preference shares (Rs.in Lakh) NIL
Net worth (Rs.in Lakh) 4,79,024
Net profit after tax (Rs.in Lakh) for the nine months ended 31 December 2022 19,608
Earnings per share for the for the nine months ended 31 December 2022
Basic (in Rs.) 4.01
Diluted (in Rs.) 4.01
Debt Service coverage ratio Not Applicable
Interest service coverage ratio Not Applicable
Capital redemption reserve (Rs. in Lakh) Not Applicable
Current ratio Not Applicable
Long term debt to working capital Not Applicable
Bad debts to account receivable ratio Not Applicable
Current liability ratio Not Applicable
Total debts to total assets 0.76
Debtors turnover Not Applicable
Inventory turnover Not Applicable
Operating margin Not Applicable
Net profit margin 9.72%
Sector specific equivalent ratios include following
Gross stage Ill assets (%) 6.40%
Net stage III assets (%) 446%
Provision coverage 31.71%
Liquidity coverage ratio (Calculated as per RBI guidelines) 90.73%
Capital risk adequacy ratio (CRAR) % 20.59%
Noies:
1. Networth includes equity share capital and other equity (Other equity includes Securities Premium, Employee Stock Option Outstanding Account,
Statutory Reserve, Retained Earnings (Surplus in Statement of Profit and Loss) and Other Comprehensive Income).
2. Networth is calculated as defined in section 2(57) of Companies Act 2013.
3. Total debts to total assets = (Debt securities + Borrowings (other than debt securities) + Subordinated liabilities) / total assets
4. Net profit margin = Net profit after tax / total income.
5. Capital ratio = Adjusted net worth / Risk weighted assets, calculated as per applicable RBI guidelines.
6. Gross Stage Ill (%) = Gross Stage Ill Loans EAD / Gross Total Loans EAD. Exposure at default (EAD) includes Loan Balance and interest thereon but
does notinclude Security Receipts. Stage-Ill loans has been determined as per Ind AS 109.
7. Net Stage Ill = (Gross Stage Ill Loans EAD - Impairment loss allowance for Stage II!) / (Gross Total Loans EAD - Impairment loss allowance for Stage
Il).
8. Provision coverage = Total Impairment loss allowance for Stage Ill / Gross Stage III Loans EAD.

For Hinduja Leyland Finance Limited

Un
4

Place : Chennai Sachin Pillai

Date : 27 January 2023 Managing Director & CEO
 27th January, 2023
Department of Corporate Services Through BSE listing centre
BSE Limited
Phiroze Jeejeeboy Towers
1st Floor, Dalal Street,
Mumbai – 400001

Dear Sir/Madam,
Sub.: Disclosure of Security cover as per Regulation 54 of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 (“SEBI LODR Regulations”)

Pursuant to Regulation 54 of SEBI LODR Regulations, please find enclosed herewith the
Unaudited financial results along with Limited Review Report for the quarter ended December 31,
2022. The security cover is disclosed in the enclosed Unaudited financial results under the Note No
3 of Annexure C of LODR Disclosure 52 (4) and the same is reproduced below for reference:

The redeemable non-convertible debentures issued by the Company are secured by a first ranking
mortgage of an immovable property in favour of trustees in addition to exclusive charge on
hypothecation of specific loan receivables with a security cover of upto 110% as per the terms of
issue.
Also, please find enclosed the security cover certificate as “Annexure A” as per Regulation 54(3) of
SEBI Listing Regulations read with SEBI Circular dated May 19, 2022.

Kindly take the above submission on record.

Thanking you,
Yours truly,
For Hinduja Leyland Finance Limited
Digitally signed by VIKAS JAIN
DN: c=IN, o=PERSONAL, title=5538,

VIKAS JAIN
pseudonym=08012c7ac3924e99bd6d9780333ad1d1,
2.5.4.20=7eff54a286d4eb9c3380d40e2c84da3db07f2a
e10729a7f928d48b280f618f5a, postalCode=600014,
st=Tamil Nadu,
serialNumber=0778c11c699a387409406c4cfecd0edea
04d8a712ac20d1c7b4d4982e9bc1fc6, cn=VIKAS JAIN
Date: 2023.01.27 18:48:49 +05'30'

Vikas Jain
Chief Financial Officer
Encl:- As above
Walker Chandiok & Co LLP

To Walker Chandiok & Co LLP

11th Floor, Tower Il,
The Board of Directors, One Intemational Center,
Hinduja Leyland Finance Limited, S B Marg, Prabhadevi (W),
Hinduja House, 171, Mumbai - 400 013.
Dr. Annie Besant Road, Worli, Mumbai Maharashtra, India
Maharashtra 400018 T +91 22 6626 2699
F +91 22 6626 2601

Dear Sirs,

Independent Auditor's Certificate pursuant to Regulation 56(1)(d) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and
Regulation 15(1)(t)(ii)(a) of Securities and Exchange Board of India (Debenture Trustees)
Regulations,1993 (as amended)

1. This certificate is issued in accordance with the terms of our engagement letter dated 20 October 2022
with Hinduja Leyland Finance Limited (‘the Company’).

2. The accompanying statement containing details of book value of assets considered for security cover
maintained against listed secured Non-Convertible Debentures (‘NCDs’) of the Company outstanding as
at 31 December 2022 (as mentioned in Annexure | of the accompanying statement) and the Company's
compliance with the covenants criteria as per the terms of the Offer Document/Information Memorandum
and/or Debenture Trust Deeds (‘DTD’) (as mentioned in Annexure II of the accompanying statement)
(collectively referred to as ‘the Statement’) has been prepared by the Company's management pursuant
to the requirements of Regulation 56(1)(d) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and pursuant to the
requirements of Regulation 15(1)(t)(ii)(a) of Securities and Exchange Board of India (Debenture
Trustees) Regulations,1993 (as amended) (collectively referred to as ‘the Regulations’), for the purpose
of submission of the Statement along with this certificate to the Debenture Trustee of the Company. We
have initialed the Statement for identification purposes only.

Management’s Responsibility for the Statement

3. The preparation of the Statement, including the preparation and maintenance of all accounting and other
relevant supporting records and documents, is solely the responsibility of the management of the
Company. This responsibility includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the Statement and applying an appropriate basis of
preparation; and making estimates that are reasonable in the circumstances.

4. The Management is also responsible for ensuring the compliance with the requirements of the
Regulations, the Information Memorandums and the DTDs along with the covenants as prescribed in
the DTD for the purpose of furnishing this Statement and for providing all relevant information to the
Debenture Trustee.

Chartered Accountants Walker Chandiok & Co LLP is registered

with limited liability with identification
Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, number AAC-2085 and has its registered
Noida and Pune office at L-41, Connaught Circus, Outer
Circle, New Delhi, 110001, India
Walker Chandiok & Co LLP

Auditor’s Responsibility

5. Pursuant to the requirements as referred to in paragraph 2 above, it is our responsibility to express a

limited assurance in the form of a conclusion based on our examination of relevant records maintained
by the Company as to whether anything has come to our attention that causes us to believe that the
details included in the statement, regarding maintenance of security cover as stated in Annexure |, and
compliance with the financial covenants stated in Annexure Il as per the terms of the Offer
Document/Information Memorandum and/or the DTDs in respect of listed NCDs of the Company
outstanding as at 31 December 2022, are not in agreement with the unaudited standalone financial
results of the Company, underlying books of account and other relevant records and documents
maintained by the Company for the period ended 31 December 2022, or that the calculation thereof is
arithmetically inaccurate.

6. The unaudited standalone financial results, referred to in paragraph 5 above, have been reviewed by us,
on which we have issued an unmodified conclusion vide our report dated 27 January 2023. Our review
of standalone financial results was conducted in accordance with the Standard on Review Engagements
(SRE) 2410, Review of Interim Financial Information performed by the Independent Auditor of the Entity,
issued by the Institute of Chartered Accountants of India (‘the ICAI’). This Standard requires that we plan
and perform the review to obtain moderate assurance as to whether the financial information is free of
material misstatement. A review is limited primarily to inquiries of the Company personnel and analytical
procedures applied to the financial data and thus, provides less assurance than an audit. We have not
performed an audit and accordingly, we did not express an audit opinion.

7. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or
Certificates for Special Purposes (Revised 2016) (‘the Guidance Note’) issued by the ICAI. The Guidance
Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

8. 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.

9. The procedures performed in a limited assurance engagement vary in nature and timing from, and are
less in extent than for, a reasonable assurance engagement; and consequently, the level of assurance
obtained in a limited assurance engagement is substantially lower than the assurance that would have
been obtained had a reasonable assurance engagement been performed. The procedures selected
depend on the auditor’s judgment, including the assessment of the areas where a material misstatement
of the subject matter information is likely to arise. We have performed the following procedures in relation
to the Statement:

a. Obtained the details of security cover, financial covenants criteria from terms of the Offer
Document/Information Memorandum and/or DTD in respect of the listed NCDs outstanding as at 31
December 2022;

b. Enquired and understood management’s assessment of compliance with details of security cover and
the financial covenants as obtained in point (a) above and corroborated the responses from the
understanding obtained by us during the review of the standalone financial results as referred in
paragraph 6 above, and such further inspection of supporting and other documents as deemed
necessary;

c. Traced the value of assets forming part of the security cover from the unaudited standalone financial
results, underlying books of account and other relevant records and documents maintained by the
Company for the nine months ended 31 December 2022;

d. Recomputed the security coverage ratio based on the information as obtained in point (a) and (c)
above; —_

Chartered Accountants
Walker Chandiok &Co LLP

e. Recomputed the financial covenants as mentioned in Annexure II of the Statement as on 31 December

2022 and ensured that the amounts used in such computation have been accurately extracted from
unaudited standalone financial results, underlying books of account and other relevant records and
documents maintained by the Company for the period year ended 31 December 2022;

f. Verified the arithmetical accuracy of the Statement;

g. Performed necessary inquiries with the management and Obtained necessary representations; and

h. Based on the procedure performed in (a) to (g) above, evaluated whether the Company has complied
with the financial covenants including maintenance of adequate security cover and also the
appropriateness of declaration made by the management in Annexure II of the Statement.

Conclusion

10. Based on our examination and the procedures performed as per paragraph 9 above, evidences
obtained, and the information and explanations given to us, along with the representations provided by
the management, nothing has come to our attention that causes us to believe that the Statement
regarding maintenance of security cover as stated in Annexure | and compliance with financial
covenants as stated in Annexure II as per the terms of the Offer Document/Information Memorandum
and/or DTDs in respect of listed NCDs of the Company outstanding as at 31 December 2022, are not
in agreement with the standalone financial results of the Company, its underlying books of accounts
and other relevant records and documents maintained by the Company for the nine months ended 31
December 2022, or the calculation thereof is arithmetically inaccurate.

Restriction on distribution or use

Th Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Regulations. Our obligations in respect of this certificate are entirely separate from,
and our responsibility and liability is in no way changed by, any other role we may have as the statutory
auditors of the Company or otherwise. Nothing in this certificate, nor anything said or done in the course
of or in connection with the services that are the subject of this certificate, will extend any duty of care
we may have in our capacity as statutory auditors of the Company.

Tz: The certificate is addressed to and provided to the Board of Directors of the Company solely for the
purpose of enabling it to comply with the requirements of the Regulations, which inter alia, require it to
submit this certificate along with the Statement to the Debenture Trustee of the Company, and therefore,
this certificate should not be used, referred to or distributed for any other purpose or to any other party
without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of
care for any other purpose or to any other person to whom this certificate is shown or into whose hands
it may come without our prior consent in writing.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

im
Rakesh Rathi
Partner
Membership No.: 045228
UDIN: 23045228BGYRWJ6684

Place: Udaipur
Date: 27 January 2023

Chartered Accountants
 HINDUJA LEYLAND FINANCE
Statement of Company's security cover and financial covenants as at 31 December 2022, in respect of its listed non-convertible debt securities ("NCDs‘)
issued pursuant to transaction documents.

Annexure | - Computation of security cover ratio as on 31 December 2022

1 Z 3 4 5

Exclusive Charge Exclusive Charge Assets not offered as Security TOTAL

Particulars

Debt for which this | Other Secured Debt

certificate is being
issued

Book Value Book Value

Plant and

Goodwill -
| Assets 60
| Assets under -
Investments 1,32,024

Loans
Inventories
rade
Cash and Cash Equivalents
Bank Balances other than Cash and Cash Equivalents

Others =
T 18,77 ,498

LIABILITIES
Debt securities to which this certificate pertains 3; 1,13,000

Other debt sharing pari-passu charge with above debt

Debt - -
Subordinated debt - 1,06,946 1,06,946

Bank and Fis 15,24,492 4,053 545

Debt Secunties -
Others -
Trade 3,873
Lease Liabilities -
Provisions 257
80,092
T 1,1 15,24,492 18,32,713
Cover on Book Value 1.08 1.23

Notes:
1. Rs. 62,986 lakhs included in Others under ASSETS comprise of other financial assets, other non-financial assets, and current tax assets (net).
2. Rs. 80,092 lakhs included in Others under LIABILITIES comprise of other financial liabilities, other non-financial liabilities, deferred tax liabilities (net) and deposits.

3. The assets of the Company provide coverage of 1.08 times of the principal amount , which is in accordance with the terms of issue.
A. Figures under column 4 "Assets not offered as Security" are derived as balancing figures between totals of the balance sheet under respective heads and total of
assets offered as security as mentioned under columns 2 and 3 i.e. Column 4 = Column 5 - (Column 2 + Column 3).

For and on behalf of Hinduja Leyland Finance Limited

~ ,
3

Authorised signatory
Place: Chennai
Date: 27 January 2023

HINDUJA LEYLAND FINANCE LIMITED

Corporate Office : No. 27A, Developed Industrial Estate, Guindy, Chennai - 600 032. Tel : (044) 22427525, 22427555
Registered Office : Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400018. Maharashtra
Tel : 91-22-6136-0407; 91-22-2496-0707
Website :www.hindujaleylandfinance.com
CIN : U65993MH2008PLC384221 * Email : [email protected]
 HINDUJA LEYLAND FINANCE
Annexure II Statement of Compliance of Covenants for Non-convertible debt securities as at December 31, 2022

SL.NO | ISIN | Covenants | Management declaration

Secured Non Convertible Debts (NCDs)
1JINE146007375

2|INE146007425 Covenant:
3|INE146007433 1.The Capital adequacy ratio aball be maintained at minimum of the levels
stipulated by the RBI at all points in time (currently 15.0%)
4)INE146007441 2. Net NPA (PAR 90 less provisions) on a standalone basis shall not exceed 6%
5IINE146007458 of the Assets under Management of the Issuer.

6|INE146007474 Sans
Covenant:
1.The Capital adequacy ratio shall be maintained at minimum of the levels
7\INE146007466 i
stipulated ints
by the RBI at all pantie in time
in ti (currentlyly 15.09
15 0%)
2. Net NPA (PAR 90 less provisions) on a standalone basis shall not exceed 6%
of the Assets under Management of the Issuer.
3. Debt to Equity to be less than 7.0x
Unsecured Non Convertible Debts (NCDs)
1]INE146008191
2}INE146008183 Covenant:
3}INE146008175 1.The Capital adequacy ratio shall be maintained at minimum of the levels
4]INE146008209 stipulated by the RBI at all points in time (currently 15.0%) Complied
SIINE146008175 2. Net NPA (PAR 90 less provisions) on a standalone basis shall not exceed 6%
6/INE146008217 of the Assets under Management of the Issuer.

7|INE146008167
8]INE146008100

NE Meooss
10]INE146008159 ae Capital lad
adequacy Manoio shall
a . b iia intained at minimum
ini of f the
the lev levels
stipulated by the RBI at all points in time (currently 15.0%) Complied
be ae a 2. Net NPA (PAR 90 less provisions) on a standalone basis shall not exceed 5%
12}INE146008126 of the Assets under Management of the Issuer.
13}INE146008134

Note 1: PAR 90” shall mean, on the Issuer’s entire assets under management at any point of time, as the case may be, the outstanding
principal value of the relevant portfolio of the Issuer that has one or more instalments of principal, interest, penalty interest, fee or any other
expected payments overdue for 90 days or more.

For Hinduja Leyland Finance Limited

hie
Authorised Signatory

Place: Chennai
Date : 27th January , 2023

HINDUJA LEYLAND FINANCE LIMITED

Corpora 2 Office
Registered Office : Hind
 HINDUJA
©
LEYLAND FINANCE

Date: 27 January 2023

Department of Corporate Services
BSE Limited
Phiroze Jeejeeboy Towers
1st Floor, Dalal Street,
Mumbai - 400001
Dear Sir / Madam,
Sub: Statement indicating the utilization of issue proceeds of listed non-convertible debt securities for
quarter ended December 31, 2022

With reference to the SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations,
2021 dated 07 September, 2021, in respect of Statement indicating the utilization of issue proceeds of non-
convertible debt securities, we confirm that for the quarter ended December 31, 2022 the proceeds of issue of
listed convertible debt securities as listed in the annexure have been fully utilised for the purpose for which these
proceeds were raised have been achieved. Further, during the quarter ended December 31, 2022 the Company
has not raised any Non-convertible securities.

Pursuant to Regulation 52 (7A) of SEB] LODR Regulations, there is no material deviation in the use of the
proceeds of issue of Non-Convertible Securities from the objects for which these proceeds were raised.

The proceeds of the listed non-convertible debt securities have been used for business activities, meet growth
requirements and for general corporate purposes of the company.

You are requested to take the above submission on record.

Yours truly,
For Hinduja Leyland Finance Limited
Digitally signed by VIKAS JAIN
DN: c=IN, O=PERSONAL, title=5538,
pseudonym=08012¢7ac3924e99bd6d9780333ad1
a,
2.5420=7eff54a286d4eb9c3380d40e2c84da3db0
‘7f2ae10729a71928d48b280f61865a,
PostalCode=€000! 4, st=Tamill Nadu,
serlalNumber=0778¢112699a387409406edcfecde
dea04d8a712ac20d 1c7b4d49a2e9bcIfc6,
ew

Vikas Jain -
Chief Financial Officer
Encl.: As below

Corporate Office : No. 27A, Developed Industrial Estate, Guindy, Chennai - 600 032. Tel : (044) 22427525, 22427555
Registered Office : Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400018. Maharashtra
Tel : 91-22-6136-0407; 91-22-2496-0707
Website :www.hindujaleylandfinance.com
CIN : U65993MH2008PLC384221 * Email : [email protected]
 HINDUJA
©
LEYLAND FINANCE

A. Statement of utilization of issue proceeds:

Mode of .
Fund Date of Gls Yes,
os 1 Amount then specify
Raising Type of ratsing Raised | Funds Any the purpose | Remarks
Name of the Issuer ISIN (Public . funds . - deviation + . ,
: instrument in utilized of for which | if any
issues/ (dd-mm- Cc (Yes! No) the fund
Private yy) rores e unds 4
placement) were utilize

1 2 3 4 5 6 7 8 9 10
Hinduja Leyland Finance Private
Limited INE146007375 _| Placement | Secured 05-06-20 | 200 | 200 __—| No NIA N/A
Hinduja Leyland Finance Private
Limited INE146007425 _| Placement | Secured 15-12-20 | 200 | 200 ‘| N° NIA NIA
Hinduja Leyland Finance Private
Limited INE146007433 _| Placement | Secured 30-12-20 | 55 55 __| No NIA N/A
Hinduja Leyland Finance Private
Limited INE146007441 | Placement | Secured 14-05-21 | 250 | 250 _| Ne NIA N/A
Hinduja Leyland Finance Private
Limited INE146007458 | Placement | Secured 25-05-21 | 125 | 125 | No NIA NIA
Hinduja Leyland Finance Private
Limited INE146007466 _| Placement | Secured 29-09-21 | 50 59 __| No NIA N/A
Hinduja Leyland Finance | INE146007466 Private No NIA NIA
Limited (Reissue) Placement | Secured 02-11-21 | 50 50
Hinduja Leyland Finance Private No NIA NIA
Limited INE146007474 | Placement | Secured 08-03-22 | 200 200
Hinduja Leyland Finance Private No NIA NIA
Limited INE146008100 Placement | Unsecured 28-08-17 | 100 100
Hinduja Leyland Finance Private
Limited INE146008118 | Placement | Unsecured | 13-09-17| 100 | 100 _| N° NIA N/A
Hinduja Leyland Finance Private No NIA NIA
Limited INE146008134 Placement | Unsecured 27-03-18 | 100 100
Hinduja Leyland Finance Private
Limited INE146008126 | Placement | Unsecured | 28-03-18 | 50 59 __| No NIA NIA
Hinduja Leyland Finance Private
Limited INE146008142 | Placement | Unsecured | 18-09-18 | 150 | 150 _| N° NIA N/A
Hinduja Leyland Finance Private No NIA NIA
Limited INE146008159 Placement | Unsecured 29-03-19 | 100 100
Hinduja Leyland Finance Private
Limited INE146008167 _| Placement | Unsecured | 16-02-21 | 45 45 __| No NIA N/A
Hinduja Leyland Finance Private
Limited INE146008175 _| Placement | Unsecured | 08-03-21 | 55 55 __| No NIA NIA
Hinduja Leyland Finance Private
Limited INE146008183 | Placement | Unsecured | 19-03-21 | 50 59 __| No NIA N/A
Hinduja Leyland Finance Private
Limited INE146008191 | Placement | Unsecured | 26-03-21 | 75 75 __| Ne NIA NIA
Hinduja Leyland Finance Private
Limited INE146008209 | Placement | Unsecured | 22-04-21 | 50 59 __| No NIA NIA
Hinduja Leyland Finance | INE146008175 | Private No NIA NIA
Limited (Reissue) Placement | Unsecured 30-04-21 | 50 50
Hinduja Leyland Finance Private
Limited INE146008217 _| Placement | Unsecured | 19-07-21 | 50 50 __| No NIA N/A
Corporate Office : No. 27A, Developed Industrial Estate, Guindy, Chennai - 600 032. Tel : (044) 22427525, 22427555
Registered Office : Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400018. Maharashtra
Tel : 91-22-6136-0407; 91-22-2496-0707
Website :www.hindujaleylandfinance.com
CIN : U65993MH2008PLC384221 * Email : [email protected]
 HINDUJA
©
LEYLAND FINANCE

B. Statement of deviation! variation in use of Issue proceeds: APPLICABLE

NOT
Particulars Remarks
Name of listed entity
Mode of fund raising Public issue/ Private placement
Type of instrument Non-convertible Securities
Date of raising funds
Amount raised in Rs. crore
Report filed for quarter ended
Is there a deviation/ variation in use of funds raised?
Whether any approval is required to vary the objects of the issue Yes/ No
stated in the prospectus/ offer document?
If yes, details of the approval so required?
Date of approval
Explanation for the deviation/ variation
Comments of the audit committee after review
Comments of the auditors, if any
Objects for which funds have been raised and where there has been a deviation/ variation, in thefollowing table:

Deviation could mean:

a. Deviation in the objects or purposes for which the funds have been raised.
b. Deviation in the amount of funds actually utilized as against what was originally disclosed.
Digitally signed by VIKAS JAIN
DN CIN, O=PERSONAL, ttle=5538,
Pret = 27 .
25.420=7effS4a286d4eboca3a0d40e2cetdasdb07f2ae
110729a7f928d4ab260%6 18f52, postalCade=600014,
st=Tamil Nadu,
sertalNumber=0778c1 106992387. fdedead
ela 7 12ac20d ¢7bAd498229bcfc6,cn=VIKAS JAIN
Date 2023.01.27 1820.31 05°30"

Name of signatory: Vikas Jain

Designation: Chief Financial Officer

Date: 27th January 2023

Corporate Office : No. 27A, Developed Industrial Estate, Guindy, Chennai - 600 032. Tel : (044) 22427525, 22427555
Registered Office : Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400018. Maharashtra
Tel : 91-22-6136-0407; 91-22-2496-0707
Website :www.hindujaleylandfinance.com
CIN : U65993MH2008PLC384221 * Email : [email protected]