POLICY FOR CO-LENDING

Last updated on: 19th November 2025

• Background

  Si Creva Capital Services Private Limited is a private limited company incorporated under the provisions of the Companies Act, 2013 having Corporate Identification Number (CIN) U65923MH2015PTC266425 (“Si Creva”/”Company”). Si Creva is a Middle Layer Non-Deposit taking Non-Banking Financial Company registered and regulated by the Reserve Bank of India (“RBI”) as a Non-Banking Finance Company (“NBFC”), bearing Registration no. N-13.02129.

  Si Creva is in the business of the provision of personal and business loans by using digital lending applications viz; ‘Kissht’ and ‘PaywithRing’ and OnEMI Technology Solutions Limited is a Lending Service Provider (LSP). Besides this, it is also lending through mobile apps and web-based applications on the platforms of other LSPs including as a co-lender with other regulated entities. The company also in business of providing Loan against property.

• Preamble

  This policy is framed in accordance with the Reserve Bank of India (Co-Lending Arrangements) Directions, 2025 dated August 06, 2025 (“CLA Directions”), which provide a regulatory framework for co-lending between Regulated Entities (REs), including NBFCs. Under these directions, co-lending refers to an arrangement, formalised through an ex-ante agreement, between a Regulated Entity (‘RE’) which is originating the loans (‘originating RE’) and another RE which is co-lending (‘partner RE’), to jointly fund a portfolio of loans, comprising of either secured or unsecured loans, in a pre-agreed proportion, involving revenue and risk sharing.

  As per the CLA Directions, each RE under such an arrangement must retain a minimum of 10 percent share of the individual loans on its books.

  The Company, being a registered NBFC-ICC, may enter into co-lending arrangements with eligible REs to expand credit outreach while ensuring prudent risk sharing and full regulatory compliance. This policy outlines the guiding principles, operational framework, and governance standards for such arrangements, including provisions related to the transfer of loan exposures. Any subsequent transfer of loans originated under co-lending arrangements, whether to third parties or between REs, will be conducted strictly in accordance with the Master Directions on Transfer of Loan Exposures (MD-TLE), and transfers to third parties shall require mutual consent of both originating and partner REs. This ensures transparency, borrower protection, and adherence to RBI norms throughout the loan lifecycle.

• Objectives

  The Company shall collaborate with eligible banks, financial institutions, and NBFCs (“Lenders”) to explore co-lending opportunities across its existing and new products/segments, in accordance with the CLA Directions, and related guidelines. The Company shall ensure that all co-lending partnerships are formalized through ex-ante agreements and that appropriate due diligence is conducted on partner entities prior to entering into such arrangements. It is emphasized that the credit sanctioning process shall be carried out by the Company itself in pre-agreed proportion and as per pre-agreed under-writing terms and parameters and cannot be outsourced to partner REs. Additionally, all co-lending partners will comply with prescribed risk-sharing, operational, and reporting requirements under the Directions.

• Engagement Model with Lenders under co-lending

  The co-lending arrangement would entail a joint contribution of credit at the facility level, by both the Company and the partnering Lenders. Each co-lending partner shall on-board the borrowers at each company level, conduct due diligence under respective company’s credit policy and maintain each individual borrower’s account for their respective exposures.

  To ensure transparency and prevent co-mingling of funds, all disbursements and repayments between the co-lending parties shall be processed through a distinct escrow account maintained with a designated bank. This mechanism ensures clear segregation of funds and timely reconciliation between the parties, in line with CLA Directions. The said policy is effective w.e.f January 01, 2026.

• Agreement between CLA Partners

  The partnership between the CLA partners shall be governed by a comprehensive agreement that clearly defines the operational, financial, and compliance framework of the co-lending partnership. The agreement shall include, but not be limited to, the following key terms and conditions:

  • The agreement shall outline the scope, objectives, and structure of the co-lending arrangement, covering the detailed terms and conditions including but not limited to roles and responsibilities of each co-lender, funding ratio, risk-sharing ratio, and procedures for origination, underwriting, disbursement, servicing, and collection.
  • Clear and mutually agreed criteria for borrower selection shall be specified. This includes eligibility norms, KYC checks, credit appraisal parameters, and due diligence requirements, in accordance with regulatory guidelines.
  • The agreement shall detail the product types and target customer segment covered under the CLA and the geographic areas or segments where the co-lending operations will be undertaken.
  • The agreement shall specify any fees or charges payable between the partners for lending-related services, if applicable. This includes service fees, processing charges, and cost-sharing mechanisms.
  • The agreement shall clearly specify the manner of appropriation between the co-lenders.
  • A clear demarcation of functions and responsibilities shall be established to ensure effective coordination and compliance. This shall include amongst other things the credit decision-making, customer interface, monitoring, and recovery activities.
  • Defined timelines and protocols for sharing critical borrower and transaction-related information shall be incorporated, ensuring data accuracy, timeliness, and confidentiality.
  • The agreement shall address the mode and manner in which customers will be engaged and communicated with, including provisions to ensure transparency, fair treatment, and adherence to customer protection standards.
  • A robust grievance redressal mechanism shall be established and documented within the agreement. This includes procedures for logging, tracking, and resolving customer complaints, along with escalation matrices.
  • The agreement shall be reviewed periodically to ensure continued alignment with regulatory requirements and business objectives of the partners.

• Role of Si Creva under Co-lending Arrangements:

  Si Creva’s role involves facilitating the screening and selecting the customers, sanctioning and disbursement of loans, as well as managing loan servicing, which includes EMI collection, account management, and ensuring adherence to regulatory requirements. Si Creva shall facilitate the collection and distribution of customer payments according to the pre-agreed funding ratio. Additionally, Si Creva handles repayment follow-ups and delinquency recovery, ensuring proactive borrower engagement and maintaining financial discipline within the co-lending framework.

• Customer Allocation Process

  The company and its Digital Lending Apps (DLA)/Lending Service Providers (LSP) leverage a comprehensive and data-driven forecasting methodology to project near accurate monthly loan demand. This approach integrates analysis of historical lending trends, evolving market dynamics, and customer behaviour insights to identify and segment potential borrower groups to match with the underwriting parameters (including the APR as also its components) of each of the LSPs. These segments are defined using borrower’s eligibility criteria jointly developed with each lending partner, ensuring targeted and precise alignment with both the lenders’ requirements.

  • The available credit limit of each lending partner for each segment of the borrower is meticulously assessed in relation to the projected loan demand to maintain prudent credit risk management. This alignment ensures that the loan disbursements are within the risk appetite and capital capacity of the partner, thereby safeguarding the sustainability of the lending ecosystem.
  • LSP employs a dynamic mechanism to efficiently allocate customers to lending partners. This system methodically shows potential borrowers with eligible lenders by evaluating several key criteria, including:
  • The borrower’s eligibility and lenders’ underwriting standards including with reference to the proforma KFS, ensuring alignment with each partner’s specific risk framework for the relevant segment of borrowers.
  • The requested loan amount and tenure, facilitating a precise match between borrower needs and the lending products offered by partners.
  • The real-time available credit limits of lending partners, preventing over-commitment and optimizing capital deployment.
  • Risk-sharing arrangements and product suitability, which are essential to preserving the effectiveness and compliance of partnerships.

  This mechanism is continuously updated to capture current credit capacities and borrower profiles, thereby enabling fair, accurate, and timely customer-to-lender matching.

• Sharing of Risk and rewards

  The sharing of risks and rewards is contingent upon adherence to the prescribed and permitted RBI guidelines. Any additional risks that may arise will be governed by the co-lending master agreement with respective lenders and it will be distributed in the agreed-upon manner. The percentage of risk sharing can be different for each partner lender, but each partner lender must retain a minimum of 10 percent share of the individual loans on its books.

• Commercials:

  • Interest rate - The borrower will be charged an all-inclusive blended interest rate as may be agreed upon by both the lenders, in adherence to the applicable regulatory guidelines relevant to both parties. This blended rate shall be computed as the weighted average of the rates set by each lender, based on their respective funding contributions and internal credit policies, in compliance with applicable regulatory guidelines.
  • Fees and Expense sharing for other activities – All fees, charges, and expenses incurred in connection with co-lending activities, including but not limited to processing fees, legal and documentation costs, technical evaluation charges, and other ancillary expenses, shall be allocated between the co-lenders as per mutual agreement. The methodology for such appropriation will be determined jointly by the lenders, subject to applicable norms.
  • AUM / Servicing Fees / Any other commercial terms, etc. - Any fees related to AUM, loan servicing, or other commercial arrangements shall be discussed and finalized mutually between the lenders and documented accordingly in agreement.
  • Coverage of Scope- The detailed scope of services and related responsibilities, obligations, and undertakings of the parties shall be included as a part of the Master Service Agreement entered with the partner lenders. This includes various segments such as Scope of Services, Responsibilities, Obligations, undertakings, Schedules, among others, outlining the operational and commercial arrangement of the engagement.

• Key Features of Co-lending Arrangements

  • Customer related issues

    • The Company shall ensure that the loan agreement signed with the customer provides upfront disclosure of the roles and responsibilities of each CLA partner, including identification of the single point of interface.
    • Any change in the customer interface shall be communicated to the customer in advance.
    • The Company shall ensure that all provisions related to customer protection and grievance redressal are clearly stated in the loan agreement and that all necessary disclosures are duly provided to the borrower through the Key Facts Statement (KFS).

  • Operational Aspects

    • The Company shall deduct unrealised profits arising from CLA transactions from CET 1 or net owned funds until maturity
    • The Company shall ensure that the respective shares of the REs are reflected in their books within fifteen (15) calendar days of disbursement by the Originating RE.
    • If the Company, as Originating RE, is unable to transfer the exposure within 15 days, the loan shall remain in its books and may only be transferred under MD-TLE.
    • The Company shall transfer loans under CLA only to the Partner RE as per the agreement and KFS.
    • The Company shall maintain separate borrower accounts for its respective share of exposures.
    • The Company shall ensure that CLA exposures are included in internal and statutory audit scope to ensure adherence to their respective internal guidelines, terms of the agreement and applicable regulatory requirements.
    • The Company shall comply with KYC requirements under the Master Direction on KYC (2016) and may rely on the Partner RE for Customer Identification Process on a case-to-case basis.
    • The Company and its co-lenders shall ensure compliance with provisions of the RBI (Digital Lending) Directions, 2025 (MD-DLD) for all loans originated under CLAs.
    • The Company will adhere to extant guidelines on outsourcing of financial services and the outsourcing policy approved by the Board.

• Know Your Customer (KYC):

  The co-lending institutions shall adhere to applicable KYC/ AML guidelines, as prescribed by RBI and any other regulation as stipulated by RBI from time to time. Both the originating NBFC and the lending partner, being the regulated entities, at their option, may rely on KYC documents shared / customer due diligence done by the other lender, subject to conditions, specified by RBI in the Master Directions on KYC Norms.

• Customer Service & Grievance Redressal:

  REs/ Lenders participating in CLA shall comply with their respective Fair Practices Code (FPC) and maintain an appropriate grievance redressal mechanism in line with the regulatory framework governing them. With regard to grievance redressal, any complaint registered by a borrower with one of the lending partners (NBFC/ or the other Lender) shall also be shared with co-lending partner so as to enable the other partner to examine the complaint as per their FPC / Customer Grievance Redressal policy; in case the complaint is not resolved within 30 days, the borrower would have the option to escalate the same with the concerned Lender’s Ombudsman/ RBI’s Ombudsman for NBFCs including the Customer Education and Protection Cell (CEPC) of the RBI.

• Business Continuity Plan:

  Notwithstanding the termination clause of the co-lending Master Agreement, both Lenders agree and acknowledge that the Borrower’s servicing shall be rendered till each loan originated under the co-lending agreement is completely repaid or settled as detailed in the SOP.

• Disclosures:

  • Si Creva shall prominently disclose on their official websites the list of all active CLA partners and the same shall be kept upto date at all times.

  • Si Creva shall also provide appropriate disclosures in their financial statements on an annual basis under the section ‘Notes to Accounts’, covering details of CLAs on an aggregate basis.

    These disclosures shall, at a minimum, include:

    • Total quantum of CLAs
    • Weighted average interest rate
    • Fees paid/received
    • Broad sectoral deployment of loans under CLAs
    • Performance metrics of loans under CLAs
    • Details of any Default Loss Guarantee (DLG) arrangements, where applicable

    These disclosures must be made as per its reporting framework effective January 01, 2026.

• Other Policies & Guidelines:

  • The Company will ensure that it adheres to the regulations prescribed by the RBI/any other relevant regulatory body and the Company’s policies for any loan that has been disbursed through the CLA in the same manner as would have been the case if the entire loan were being disbursed solely on the behest of the Company.
  • The company shall adopt borrower-level asset classification under CLAs, ensuring that any SMA/NPA classification by one RE is uniformly applied by the other.
  • The company shall ensure that information-sharing mechanism with co-lending partners with respect to Asset classification shall be updated no later than the next working day.
  • The originating lender may provide a default loss guarantee (DLG) of up to five percent of the loans outstanding under co-lending arrangements. This shall be in line with the provisions outlined under MD-DLD
  • Each lending partner under the CLA shall comply with the applicable reporting requirements to Credit Information Companies (CICs) for their respective share of the loan account, in accordance with the Credit Information Companies (Regulation) Act, 2005, and the relevant Rules and Regulations issued by the RBI from time to time.
  • The originating lender must ensure that the loan under the CLA is transferred exclusively to the partner RE, in accordance with the ex-ante agreement and as outlined in the KFS at the time of loan sanction.

• Review of the Policy

  The co-lending Policy shall be subject to periodic review in accordance with any regulatory or statutory requirement and shall be approved by the Board of the Company.

• Omnibus Clause:

  All extant & future master circular/directions/guidance/guidance notes issued by RBI from time to time would be the directing force and will super cede the contents of this policy.

For Si Creva Capital Services Private Limited