FOR PRIVATE CIRCULATION ONLY

Serial No.Addressed·-t-o:----

INFORMATION MEMORANDUMAu HOUSING FINANCE LIMITED

CIN No.U65922RJ2011PLC034297A public limited company incorporated under the Companies Act, 1956

Date of Incorporation: February 23, 2011 *Registered Office: 19-A, Dhuleshwar Garden, Ajmer Road, Jaipur 302001

Telephone No.: 0141-4110060Website: www.auhfin.in

*On conversionof Au Housing Finance Limited (then known as Au Housing Finance Private Limited) from a privatecompanyintoa public companya freshcertificateof incorporationhas been issuedon I I January,2013.

Information Memorandum for Issue ofDebentures on a Private Placement BasisDatedFebruary 20,2015

Issue of 1000Rated, Listed, Secured, Redeemable, 11.20% Non-Convertible Debentures offace value of Rs. 5,00,000/- (Rupees Five Lakhs only) each, in 2 Series of Rs. 25,00,00,00/­(Rs.Twenty Five Crores) each, aggregating up to Rs. 50,00,00,000/-(Rupees Fifty Croreonly)on a private placement basis (the "Issue")

BackgroundThis Information Memorandum is related to the Debentures to be issued by Au HOUSING FINANCELIMITED (the "Issuer" or "Company") on a private placement basis and contains relevant information anddisclosures required for the purpose of issuing of the Debentures. The Issue of the Debentures comprised in theIssue and described under this Information Memorandum has been authorized by the Issuer through a resolutionpassed by the Board of Directors of the Issuer on January 28, 2015 and in accordance with the provisions of theCompanies Act. Pursuant to the resolution dated July 22, 2014 passed by the Company's shareholders inaccordance with provisions of the Companies Act, the Board has been authorized to borrow, for the purpose ofthe Company, upon such terms and conditions as the Board may think fit for amounts up to Rs. 1500,00,00,000(Rupees One Thousand Five Hundred Crores only). The present Issue of Debentures in terms of this InformationMemorandum is within the overall powers of the Board as per the above shareholder resolution.

Credit RatingThe Debentures proposed to be issued by our Issuer have been rated by CRISIL Ratings ("CRISILI RatingAgency"). The Rating Agency has vide its letter dated February 16,2015 assigned a rating ofCRISIL A-/Stablein respect of the Debentures. The above rating is not a recommendation to buy, sell or hold securities andInvestors should take their own decision. The ratings may be subject to revision or withdrawal at any time bythe Rating Agency and should be evaluated independently of any other ratings. Please refer to Annexure II ofthis Information Memorandum for the letter dated February 16,2015 from CRISIL assigning the credit ratingabovementioned and the letter dated February 18,2015 issued by CRISIL disclosing the rating rationale adoptedfor the aforesaid rating.

Issue ScheduleIssue Opens on: February 20, 2015Issue Closing on: February 20, 2015

Deemed Date of Allotment: February 20,2015The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its solediscretion, without giving any reasons or prior notice. The Issue shall be open for subscription during thebanking hours on each day during the period covered by the Issue Schedule.

The Debentures are proposed to be listed on the Wholesale Debt Market ("WDM") of the Bombay StockExchange ("BSE").

TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONSSECTION 2: NOTICE TO INVESTORS AND DISCLAIMERSSECTION 3: RISK FACTORSSECTION 4: FINANCIAL STATEMENTSSECTION 5: REGULATORY DISCLOSURESSECTION 6: TRANSACTION DOCUMENTS AND KEY TERMSSECTION 7: OTHER INFORMATION AND APPLICATION PROCESSSECTION 8: DECLARATIONANNEXURE I: TERM SHEETANNEXURE II:RATING LETTERANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEEANNEXURE IV: APPLICATION FORMANNEXURE V: LAST AUDITED FINANCIAL STATMENTSANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS

37101213354354555960626566

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SECTION 1: DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings givenbelow in this Information Memorandum.

Allot!Allotment! Allotted Unless the context otherwise requires or implies, the Allotment ofthe Debentures pursuant to this Issue

Application Form The form used by the recipient of this Disclosure Document, to applyfor subscription to the Debentures, which is annexed to thisInformation Memorandum and marked as Annexure IV

BoardIBoard of Directors The Board of Directors of the Issuer

Business Day Shall mean a day (other than a public holiday, Saturday or a Sunday)on which banks are normally open for business in Mumbai andJaipur.

CRISILlRating Agency CRISIL Ratings

Debentures 1NCDs 1000 (One Thousand) Rated Listed Secured Redeemable 11.20%Non-Convertible Debentures bearing a face value of Rs. 5,00,0001-(Rupees Five Lakhs only) each in Series A and Series B, each seriesaggregating up to Rs. 25,00,00,0001- (Rupees Twenty Five Croreonly)

DebentureHolders 1Investors The holders of the Debentures and shall also mean and include anyof their successors and assigns, from time to time, whose names arelisted in the list of beneficial owners as prepared, held and issued bythe Depository.

Deemed Date of Allotment February 20, 2015Debenture Trustee IDBI Trusteeship Services Limited or any other trustee the Company

appoints.Debenture Trustee Agreement Agreement to be executed by and between the Debenture Trustee and

the Company for the purposes of appointment of the DebentureTrustee to act as Debenture Trustee in connection with the issuanceof the Debentures

DepositoriesAct The Depositories Act, 1996(as amended from time to time)Depository A Depository registered with SEBI under the SEBI (Depositories and

Participant) Regulations, 1996 (as amended from time to time), withwhom the Company has made arrangements for dematerializing theDebentures, being NSDL

Depository Participant 1DP A Depository Participant as defined under the Depositories ActDirector(s) Director(s) of the IssuerDisclosureDocument 1 This document which sets out the information regarding theInformationMemorandum Debentures being issued on a private placement basisDPID Depository Participant Identification NumberDue Date Any date on which the holders of the Debentures (or any Series 1

Tranche thereot) are entitled to any payments, whether towardscoupon or repayment of the principal amounts due in respect of theDebentures.

EFT Electronic Fund TransferFinal Settlement Shall mean the date/dates on which the Debentures are fully

redeemed on the Maturity Date

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Financial Yearl FY Twelve months period commencing from April 1 of a particularcalendar year and ending on March 31 of the subsequent calendaryear

GAAP Generally Accepted Accounting PrinciplesIssue Private Placement of 1000 (One Thousand) Rated Listed Secured

Redeemable Non-Convertible Debentures of face value of Rs.5,00,0001- (Rupees Five Lakhs only) each, aggregating up to Rs.50,00,00,0001- (Rupees Fifty Crore only) to be issued in 2 Seriesbeing Series A and Series B aggregating to Rs. 25,00,00,0001-(Twenty Five Crores Only) each

Issue Opening Date February 20, 2015Issue Closing Date February 20, 2015Issuerl Company Au HOUSING FINANCE LIMITEDMajority Debenture Holders Debenture Holders whose participation or share in the principal

amount(s) outstanding with respect to the Debentures aggregate tomore than 66.66% (Sixty Six Decimal Point Sixty Six percent) ofthe value of the nominal amount of the Debentures for the timebeing outstanding. It is however clarified that if a resolution isrequired to be passed in relation to a matter concerning a particularSeries only then the term "Majority Debenture Holder(s)" shallmean the Debenture Holder(s) of that Series holding an aggregateamount representing not less than 66.66% (Sixty Six Decimal PointSixty Six percent) of the value of the nominal amount of theDebentures comprised in that Series for the time being outstanding;

Management Control shall mean the right to appoint majority of the directors or to controlthe management or policy decisions exercisable by a person orpersons acting individually or in concert, directly or indirectly,including by virtue of their shareholding or management rights orshareholders agreements or voting agreements or in any othermanner;

Material Adverse Effect shall mean the effect or consequence of an event, circumstance,occurrence or condition which has caused or is likely to cause, as ofany date of determination, a material and adverse effect on:

(a) the business activities, financial condition, prospects andcredit standing of the Company which would in the reasonableopinion of the Debenture Trustee (acting on the instructions of theMajority Debenture Holders) adversely affect to ability of theCompany to perform its obligations under the TransactionDocuments;(b) the ability of the Company to perform its obligations underthe Transaction Documents;(c) the status of the Security or causes the Security to bejeopardy; or(d) the validity or enforceability of, or the effectiveness of anyof the Transaction Documents (including the ability of any Party toenforce any of its remedies thereunder)

N.A Not ApplicableMaturity Date Series A - February 20, 2018

Series B - February 20, 2020

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NSDL National Securities Depository LimitedOffer Documents Shall mean this Information Memorandum and the Private Placement

Offer Letter.PAN Permanent Account Number

Private Placement Offer Letter The letter issued by the Issuer pursuant to Section 42 of theCompanies Act read with the Companies (Prospectus and Allotmentof Securities) Rules, 2014 in the format set out in the said rules.

PromoterlPromoter Group Shall mean Mr. Sanjay Agarwal and his Associates. "Associates" forthe purpose of this definition, shall mean, in respect to any person,his relatives viz. such person's lineal ascendants and descendantsincluding the spouses and daughters of such person and foravoidance of any doubt the lineal ascendants and descendants of thespouses and daughters of such person and any company, bodycorporate, firm, association of persons or other organisation, whetherincorporated or not in which such person has the power, direct orindirect, to direct or cause the direction of the management andpolicies or the right to appoint and/ or remove all or majority of themembers of the board of directors or other governing body of thesuch entity, whether by contract or otherwise

RBI Reserve Bank of IndiaRating Agency CRISIL Limited or any other credit rating agency as may be

appointed by the Company for a particular Series / Tranche.Record Date The date which will be used for determining the Debenture Holders

who shall be entitled to receive the amounts due on any Due Date,which shall be the date falling 7 (Seven) Calendar Days prior to anyDue Date.

Redemption Shall mean Redemption of the Debentures at Par at maturity, withYield of 11.20 % per annum payable annually (calculated as simpleinterest).

R&T Agent Registrar and Transfer Agent to the Issue, in this case being LinkIntime India Private Limited

ROC Registrar of CompaniesRs. /INR Indian National RupeeRTGS Real Time Gross SettlementSEBI Securities and Exchange Board of India constituted under the

Securities and Exchange Board of India Act, 1992 (as amended fromtime to time)

SEBI Debt Listing Regulations The Securities and Exchange Board of India (Issue and Listing ofDebt Securities) Regulation, 2008 issued by SEBI (as amended fromtime to time)

Security The security to be created in relation to the Issue as specified inAnnexure I

Security Cover Shall mean the ratio of (a) the value of the Secured Receivables; and(b) aggregate of the principal amount of the Debentures, currentlyoutstanding and the accrued Coupounlinterest amount (i.e. theportion of the Coupoun accrued (which shall be computed byapplying the Yield on the principal amount of the Debentures for therelevant period) upto the last calendar day of the month immediatelypreceding the month on which such calculation is made);

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TDS Tax Deducted at SourceThe Companies Act! the Act The Companies Act, 1956or the Companies Act, 2013 as applicableTransaction Documents Shall mean the documents executed or to be executed in relation to

the issuance of the Debentures as more particularly set out inAnnexure I

Yield· The Yield shall be payable Annually. The Yield for the NCDs shallbe 11.20% per annum (calculated as simple interest)

WDM Wholesale Debt Market

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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS

2.1 ISSUER'S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and shouldnot be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. TheIssue of the Debentures to be listed on the WDM segment of the BSE is being made strictly on a privateplacement basis and this Information Memorandum is not intended to be circulated to more than 49 (FortyNine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the sameperson and shall be treated as such. This Information Memorandum does not constitute and shall not bedeemed to constitute an offer or invitation to subscribe to the Debentures to the public in general.

As per the applicable provisions, it is not necessary for a copy of this Information Memorandum/Disclosure Document to be filed or submitted to the SEBI for its review and/or approval. Further, sincethe Issue is being made on a private placement basis, the provision of Section 26 of the Act shall not beapplicable and accordingly, a copy of this Information Memorandum / Disclosure Document has not beenfiled with the ROC.

This InformationMemorandum has been prepared in conformity with the SEBI (Issue and Listing of DebtSecurities) Regulations, 2008. This Information Memorandum has been prepared solely to providegeneral information about the Issuer to eligible investors to whom it is addressed and who are willing andeligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all theinformation that any eligible investor may require. Further, this Information Memorandum has beenprepared for informational purposes relating to this transaction only and upon the express understandingthat it will be used only for the purposes set forth herein.

Neither this Information Memorandum nor any other information supplied in connection with theDebentures is intended to provide the basis of any credit or other evaluation and any recipient of thisInformation Memorandum should not consider such receipt as a recommendation to subscribe to anyDebentures. Each Investor contemplating subscription to any Debentures should make its ownindependent investigation of the financial condition and affairs of the Issuer, and its own appraisal of thecreditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and otherprofessional advisors as to the risks and investment considerations arising from an investment in theDebentures and should possess the appropriate resources to analyze such investment and the suitability ofsuch investment to such Investor's particular circumstances.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documentsincorporated by reference herein, if any) contains all the information that is material in the context of theIssue and regulatory requirements in relation to the Issue and is accurate in all such material respects. Noperson has been authorized to give any information or to make any representation not contained orincorporated by reference in this Information Memorandum or in any material made available by theIssuer to any potential investor pursuant hereto and, if given or made, such information or representationmust not be relied upon as having being authorized by the Issuer. The Issuer certifies that the disclosuresmade in this Information Memorandum are adequate and in conformity with the SEBI Debt ListingRegulations. Further, the Issuer accepts no responsibility for statements made otherwise than in theInformation Memorandum or any other material issued by or at the instance of the Issuer and anyoneplacing reliance on any source of information other than this Information Memorandum would be doingso at its own risk.

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This Information Memorandum and the contents hereof are restricted only for the intended recipient(s)who have been addressed directly and specifically through a communication by the Issuer and only suchrecipients are eligible to apply for the Debentures. All Investors are required to comply with the relevantregulations/guidelines applicable to them for investing in this Issue. The contents of this InformationMemorandum are intended to be used only by those Investors to whom it is distributed. It is not·intendedfor distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom Application Forms along with thisInformation Memorandum being issued have been sent. Any application by a person to whom theInformationMemorandum has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum shall not reproduce or distribute in wholeor part or make any announcement in public or to a third party regarding the contents hereof without theconsent of the Issuer. The recipient agrees to keep confidential all information provided (or madeavailable hereafter), including, without limitation, the existence and terms of the Issue, ally specificpricing information related to the Issue or the amount or terms of any fees payable to us or other parties inconnection with the Issue. This Information Memorandum may not be photocopied, reproduced, ordistributed to others at any time without the prior written consent of the Issuer. Upon request, therecipients will promptly return all material received from the Issuer (including this InformationMemorandum) without retaining any copies hereof. If any recipient of this Information Memorandumdecides not to participate in the Issue, that recipient must promptly return this Information Memorandumand all reproductions whether in whole or in part and any other information statement, notice, opinion,memorandum, expression or forecast made or supplied at any time in relation thereto or received inconnectionwith the Issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events afterthe date of Information Memorandum and thus it should not be relied upon with respect to suchsubsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter shall,under any circumstances, constitute a representation or create any implication that there has been nochange in the affairs of the Issuer since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an offeror solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to anyperson to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit anoffering of the Debentures or the distribution of this Information Memorandum in any jurisdiction wheresuch action is required. Persons into whose possession this Information Memorandum comes are requiredto inform themselves about and to observe any such restrictions. The Information Memorandum is madeavailable to potential investors in the Issue on the strict understanding that it is confidential.

2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBIDebt Listing Regulations. It is to be distinctly understood that submission of this informationmemorandum to the BSE should not in any way be deemed or construed to mean that this InformationMemorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any mannerwarrant, certify or endorse the correctness or completeness of any of the contents of this InformationMemorandum, nor does the BSE warrant that the Issuer's Debentures will be listed or will continue to belisted on the BSE; nor does the BSE take any responsibility for the soundness of the financial and otherconditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.

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2.3 DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of thisinformation memorandum has to be filed with or submitted to the SEBI for its review / approval. It is tobe distinctly understood that this Information Memorandum should not in any way be deemed orconstrued to have been approved or vetted by SEBI and that this Issue is not recommended or approvedby SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal forwhich the Debentures issued thereof is proposed to be made or for the correctness of the statements madeor opinions expressed in this Information Memorandum.

2.4 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to Investors as specified under the clause titled "Eligible Investors" of thisInformation Memorandum, who shall be specifically approached by the Issuer. This InformationMemorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offeredhereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue willbe subject to the non-exclusive jurisdiction of the courts and tribunals at New Delhi. This InformationMemorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, inany other jurisdiction to any person to whom it is unlawful to make an offer or invitation in suchjurisdiction.

2.5 DISCLAIMER IN RESPECT OF RATINGAGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recallthe concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratingson information obtained from sources believed by it to be accurate and reliable. The Rating Agency doesnot, however, guarantee the accuracy, adequacy or completeness of any information and is notresponsible for any errors or omissions or for the results obtained from the use of such information. Mostentities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee,based on the amount and type of bank facilities/instruments.

2.6 ISSUEOF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with theDepositories for the Issue of the Debentures in dematerialised form. Investors will have to hold theDebentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall takenecessary steps to credit the Debentures Allotted to the beneficial owner account maintained by theInvestor with its depositary participant. The Issuer will make the Allotment to Investors on the DeemedDate of Allotment after verification of the Application Form, the accompanying documents and onrealisation of the application money.

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SECTION 3:RISK FACTORS

The following are the risks relating to the Company, the Debentures and the market in general envisagedby the management of the Company. Potential investors should carefully consider all the risk factors inthis Information Memorandum for evaluating the Company and its business and the Debentures beforemaking any investment decision relating to the Debentures. The Company believes that the factorsdescribed below represent the principal risks inherent in investing in the Debentures, but does notrepresent that the statements below regarding risks of holding the Debentures are exhaustive. Theordering of the risk factors is intended to facilitate ease of reading and reference and does not in anymanner indicate the importance of one risk factor over another. Investors should also read the detailedinformation set out elsewhere in this Information Memorandum and reach their own views prior tomaking any investment decision.

3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER

Potential investors should be aware that receipt of the principal amount, (i.e. the redemption amount) andany other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer.Potential investors assume the risk that the Issuer will not be able to satisfy their obligations under theDebentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similarproceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on theDebentures may not be made or may be substantially reduced or delayed.

3.2 THE SECONDARYMARKET FOR THE DEBENTURESMAYBE ILLIQUID

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even ifthere is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potentialinvestorsmay have to hold the Debenture until redemption to realize any value.

3.3 CREDIT RISK & RATING DOWNGRADERISK

The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in thefinancial health of the Issuer, there is a possibility that the rating agency may downgrade the rating of theDebentures. In such cases, potential investors may incur losses on re-valuation of their investment ormake provisions towards sub-standard/ non-performing investment as per their usual norms.

3.4 TAXCONSIDERATIONS ANDLEGAL CONSIDERATIONS

Special tax considerations and legal considerations may apply to certain types of investors. Potentialinvestors are urged to consult with their own financial, legal, tax and other professional advisors todetermine any financial, legal, tax and other implications of this investment.

3.5 ACCOUNTING CONSIDERATIONS

Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged toconsult with their own accounting advisors to determine implications of this investment.

3.6 SECURITYMAYBE INSUFFICIENT TO REDEEM THE DEBENTURES

In the event that the Company is unable to meet its payment and other obligations towards Investorsunder the terms of the Debentures, the Debenture Trustee may enforce the Security as per the terms ofsecurity documents, and other related documents. The Investors recovery in relation to the Debentures

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will be subject to (i) the market value of such secured receivables, (ii) finding willing buyers for thesecured receivables at a price sufficient to repay the potential investors amounts outstanding under theDebentures. The value realised from the enforcement of the Security may be insufficient to redeem theDebentures;

3.7 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER IS SUBJECTCOULD IMP Am THE ISSUER'S ABILITY TO MEET PAYMENT OR OTHEROBLIGATIONS

The Issuer is subject generally to changes in Indian law, as well as to changes in government regulationsand policies and accounting principles. Any changes in the regulatory framework could adversely affectthe profitability of the Issuer or its future financial performance, by requiring a restructuring of itsactivities, increasing costs or otherwise.

3.8 LEGALITY OF PURCHASE

Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of theDebentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which itoperates or for compliance by that potential investor with any law, regulation or regulatory policyapplicable to it.

3.9 POLITICAL AND ECONOMIC RISK IN INDIA

The Issuer operates only within India and, accordingly, all of its revenues are derived from the domesticmarket. As a result, it is highly dependent on prevailing economic conditions in India and its results ofoperations are significantly affected by factors influencing the Indian economy. An uncertain economicsituation, in India and globally, could result in a further slowdown in economic growth, investment andconsumption. A slowdown in the rate of growth in the Indian economy could result in lower demand forcredit and other financial products and services and higher defaults. Any slowdown in the growth ornegative growth of sectors where the Issuer has a relatively higher exposure could adversely impact itsperformance. Any such slowdown could adversely affect its business, prospects, results of operations andfinancial condition.

II

SECTION 4: FINANCIAL STATEMENTS

Set out inAnnexure V hereto

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SECTION 5: REGULATORY DISCLOSURES

The Information Memorandum is prepared in accordance with the provisions of SEBI Debt ListingRegulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBIDebt ListingRegulations.

5.1 Documents Submitted to the Exchanges

The following documents have been/shall be submitted to the BSE:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for theAllotment of the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports;C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;D. Copy of the Board 1 Committee Resolution authorizing the borrowing and list of authorized

signatories;E. Certified true copy of the resolution passed by the shareholders of the Company at the Extra­

Ordinary General Meeting held on July 22, 2014 authorising the Board of Directors to borrow,for the purpose of the Issuer, upon such terms as the Board may think fit, upto an aggregate limitofRs. 150,00,00,000/- (Rupees One hundred Fifty Crore only);

F. An undertaking from the Issuer stating that the necessary documents for the creation of thecharge, including the Trust Deed would be executed within the time frame prescribed in therelevant regulations/act/rules etc. and the same would be uploaded on the website of the BSEwithin 5 (Five) working days of execution of the same.

G. Any other particulars or documents that the recognized stock exchange may call for as it deemsfit.

5.2 Documents Submitted to Debenture Trustee

The following documents have been 1 shall be submitted to the Debenture Trustee in electronicform (soft copy) at the time of allotment of the debt securities:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for theAllotment of the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports;C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;D. Latest audited 1 limited review half yearly consolidated (wherever available) and standalone

financial information (profit & loss statement, balance sheet and cash flow statement) and auditorqualifications, if any.

E. An undertaking to the effect that the Issuer would, till the Redemption of the debt securities,submit the details mentioned in point (d) above to the Trustee within the timelines as mentionedin Simplified Listing Agreement issued by SEBI vide circularNo.SEBIIIMDIBONDI1I2009/11105 dated May I I, 2009 (as amended from time to time), forfurnishing 1 publishing its half yearlyl annual result. Further, the Issuer shall within 180 (OneHundred and Eighty) days from the end of the Financial Year, submit a copy of the latest annualreport to the Trustee and the Trustee shall be obliged to share the details submitted under thisclause with all 'Qualified Institutional Buyers' (QIBs) and other existing debenture-holderswithin two working days of their specific request.

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5.3 Name and Address of Registered Office of the Issuer

Name:Registered Office:Corporate Office of Issuer:

Au HOUSING FINANCE LIMITED19A, Dhuleshwar Garden, Ajmer Road, Jaipur201-202, 2nd Floor, Southend Sqaure, Mansarovar IndustrialArea, Jaipur-302020

Compliance Officer of Issuer:CFO of Issuer:

Mr. Sharad PathakMr. Ghanshyam Rawat

Registration Number:Corporate Identification Number:Phone No.:Fax No.:

02.0104.13U65922RJ2011PLC0342970141-66188390141-2368815

Contact Person:Email:Website of issuer:

Mr. Sharad Pathaksharad.pathak@auhfin.inwww.auhfin.in

Auditors of the Issuer:Address:

S R B C & Co. LLP14thFloor, The Ruby, 29 SenapatiBapat Marg,Dadar (West), Mumbai - 400028

Trustee to the Issue:Address:

IDBI Trusteeship Services LimitedAsian Building, Ground Floor17. R.Kamani Marg,Ballard Estate, Mumbai 400 001,Maharashtra, India

Registrar to the Issue:Address:

Link Intime India Pvt. Ltd.C-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West), Mumbai - 400078

Credit Rating Agency of the Issue:Address:

CRISIL Limited.CRISIL House, Central Avenue, Hiranandani Business Park,Powai, Mumbai - 400076

5.4 A brief summary of business / activities of Issuer and its line of business

(a) Overview

Incorporation: Au HOUSING FINANCE LIMITED, a wholly-owned subsidiary of Au FINANCIERS(INDIA) LIMITED, was originally incorporated as a private limited company in February 2011. AuHOUSINGwas converted into a public limited company with a fresh certificate of incorporation in 2013.

Regulatory Status: Au HOUSING FINANCE LIMITED is registered with National Housing Bank(subsidiary of Reserve Bank of India) as a Housing Finance Company and got the license from NationalHousingBank in August, 2011

Product Segment: Au HOUSING FINANCE LIMITED is engaged in 3 types of products mentionedbelow under its Housing Finance business:-

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1. Finance for purchase - Ready built Property/Flat (including apartments in Low cost buildings,cluster units, residential units, etc.).

2. Finance for construction on a land already acquired - The product is designed to offer loansfor construction on a plot of land, which has been already acquired.

3. Finance for home extension: This product is designed to offer loans to individuals for extensionof an existing home unit, which can include construction of additional rooms, floor etc.

Branch Network: The Company caters the needs of various small families in towns and semi urban areasto meet their life time dream to own their own house. Presently Au HOUSING FINANCE is operating in6 states namely Rajasthan, Gujarat, Maharashtra, Madhya Pradesh, Delhi& Haryana with the network of37 branches. Company would expand its Branches where parent companies having its existing branchnetwork in these states to leverage the customer base and market experience, infrastructure of parentcompany for housing finance business also in rural and semi urban areas.

Customer Segment: Au HOUSING FINANCE LTD is primarily engaged in the business of providinghousing loan to customers belonging to low and middle income segment in semi urban and rural areas.These are credit worthy customers who mayor may not have the income proof documents like IT return,salary slip and hence are financially excluded by other large mortgage companies. Au HOUSINGFINANCE LTD uses unique appraisal methodology to assess these customers individually. The financingsolution need to be appropriated and suitable to them.

(b) Corporate Structure

Managing Director

Chief ExecutiveOfficer Chief Financial

Officer

Credit Business

Collection

Treasury &Finance

Operation

Accounts

Taxation / Risk IAudit &

Compliance(IRAC)

Legal

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UI)

(d) Project cost and means of financing, in case of funding new projects:

N.A

5.5 Brief history of Issuer since its incorporation

Au HOUSING FINANCE LIMITED was originally incorporated as a private limited companyunder the Companies Act, 1956 on February 23, 2011 is a wholly owned subsidiary of AuFINANCIERS (INDIA) LTD.

Subsequently, Au HOUSING FINANCE LIMITED converted into a public limited company, asper the provisions of the Companies Act, and was issued a fresh certificate of incorporation onJanuary 11,2013.

Au HOUSING FINANCE LIMITED is a Housing Finance Company registered with the NationalHousing Bank vide certificate of registration no. 02.0104.13 dated February 8, 2013 (the earliercertificate of registration bearing No. 08.0095.11 dated August 4, 2011 was in the name of "AuHousing Finance Private limited").

Au HOUSING FINANCE LIMITED is engaged in the business of providing housing loans,primarily in the un-served, unreached and under-served market which include the States ofRajasthan, Maharashtra, Gujarat, Madhya Pradesh, Haryana and Delhi.

(a) Details of Share Capital as on last quarter end i.e. December 31, 2014:

SHARE CAPITAL AMOUNT (Rs.)

AUTHORIZED SHARE CAPITAL30000000 Equity Shares ofRs. 10/- each (A) 30,00,00,000

Total Authorized Share capital 30,00,00,000

ISSUED & SUBSCRIBED SHARE CAPITAL29916667 Equity Shares ofRs. 10/- each (B) 29,91,66,670

Total Issued Share Capital 29,91,66,670

PAID UP SHARE CAPITAL29916667 Equity Shares ofRs. 10/- each fully paid up (C) 29,91,66,670

Total paid up Capital 29,91,66,670

(b) Changes in its capital structure as on last quarter end i.e. December 31,2014, for the lastfive years:

~ate of Change (AGMlEGM) Rs. Particulars

17

Date of Change (AGMlEGM) Rs. Particulars

Increased the authorized share capitalfrom Rs. 3.00 Crores to Rs. 27.25 Crores

29.02.2012 27,25,00,0001- by addition of Rs. 24.25 Crores Equityshares

Company authorized capital wasincreased from Rs. 27.25 Crores to Rs.

18.03.2014 30,00,00,0001- 30.00 Crores by addition ofRs. 2.75Crores Equity shares

(c) Equity Share Capital History of the Company as on last quarter end i.e, December 31,2014,for the last five years:

Date of No Face Issue Considerati Nature Cumulative RemarksAllotment of Equity Valu Price on (Cash, of No. of Equity Equity Share

Shares e (Rs) other than Allotm Equity Share Premium(Rs) cash, etc.) ent Shares Capital_ffi& _(inRs)

15.03.2011 22,40,000 10 10 Cash 22,50,000 2,25,00,000 00.0010.03.2012 2,50,00,000 10 10 Cash 27250000 27,25,00,000 00.0029.03.2014 26,66,667 10 75 Cash 2,99,16,667 29,91,66,670 17,33,33,355

(d) Details of any Acquisition or Amalgamation in the last 1(one) year:

N.A

(e) Details of any Reorganization or Reconstruction in the last 1(one) year:

N.A

5.6 Details of the shareholding of the Company as on the latest quarter end, i.e, December 31,2014:

(a) Shareholding patters of the Company as on last quarter end, i.e, December 31,2014:

No. of No of Shares heldShares held in Demat Form

Au FINANCIERS(INDIA) LIMITED 2,99,16,667 NIL 100 Equity

Notes: Details of shares pledged or encumbered by the Promoters (if any): N.A

(b) List of top 10 holders of equity shares of the Company as on the latest quarter end, i.e. June30,2014:

18

5.7 Followingdetails regarding the Directors of the Company:

(a) Details of current Directors of the Company:*This table sets out the details regarding the Company's Board of Directors as on date of the InformationMemorandum:

MANNILVENUGOPALANDIRECTOR(INDEPENDENT)DIN: 00255575

69

Heritage City,Block No. 34,Flat No 201DLFCITY -

II,MGRoad,GurgaonHavana, India

122002

DirectorCompanies: 10Total directorships held: 121) LICHFL Asset

Management CompanyLimited

2) Shreyas Shipping AndLogistics Limited

3) Vishwa InfrastructuresAnd Services PrivateLimited

4) IL&FS EnvironmentalInfrastructure and

8-2014 Services Limited5) KDDL Limited6) Shri Kailash Logistics

Limited7) Dewan Housing Finance

Corporation Limited8) L & T Finance Limited9) Whitestone Resources

Private Limited10) Shivalik Agro Poly

Products Limited11) Family Credit Limited12) Au FINANCIERS

LIMITED

19

2

Mr.KRISHANKANTKATHIDIRECTOR(INDEPENDENT)DIN: 00040094

Mr. SANJAYAGARWAL3 MANAGINGDIRECTOR

DIN: 00009526

52

Bin,DakshinaPark, Plot

NO. 15,N.SRoad loth 1, ,

NPDScheme,Mumbai-400049

(Maharasthra)

43

D-lll, YasodaPath ShyamNagar,Jaipur

(Rajasthan)

Director PublicCompanies: 8Total directorships held: 101) Sprint Advisory

Services Private Limited2) Shendra Advisow

Services Private Limited3) Future Generali India

Life Insurance CompanyLimited

4) Future Generali IndiaInsurance CompanyLimited

29-08-2014 5) Future ConsumerEnterprise Limited

6) Au FINANCIERS(INDIA) LIMITED

7) Aadhaar WholesaleTrading AndDistribution Limited

8) Future Capital FinancialServices Limited

9) Indus-League ClothingLimited

10) Capital Foods Limited

23-02-2011

Director of PublicCompanies: 2Total directorships held: 31) Au FINANCIERS

(INDIA) LIMITED2) Index Money Limited3) Au INSURANCE

BROKING SERVICESPRIVATE LIMITED

20

Mr. UTI AM TIBREWAL4 EXECUTIVE DIRECTOR

DIN: 01024940

Mr. SUSHIL KUMARAGRWAL

5 WHOLE TIMEDIRECTOR!DIN: 03154532

42

19,JAGDAMBACOLONY,NAYAKHEDA

AMBABARI,JAIPUR,302023,

Rajasthan,INDIA

23-02-2011

23-02-2011

Director ofCompanies: NIL

Public

0-99, Om PathShyam Nagar,

Jaipur(Raj asthan)

43

Director of PublicCompanies: 2Total directorships held: 31) Au FINANCIERS

(INDIA) LIMITED2) Index Money Limited3) Au INSURANCE

BROKING SERVICESPRIVATE LIMITED

Total directorships held inother companies: NIL

*Company to disclose name of the current Directors who are appearing in the RBI defaulter list and/orExport Credit Guarantee Corporation ofIndia Limited default list, if any: N.A

-,

(b) Details of change in Directors since last three years:

Name, Designation and DIN Date of Director of the RemarksAppointment Company Since

(in case of resignation)Mr. KRISHANKANT KATHI 29-08-2014 - AppointedDIRECTORDIN: 00040094MANNILVENUGOPALAN 29-08-2014 - AppointedDIRECTORDIN: 00255575

- -------- . -

21

5.8 Following details regarding the auditors of the Company:

(a) Details of the auditor of the Company:

MIs. S R B C & CO LLP 14th Floor, The Ruby, 29,SenapatiBapat Marg, Dadar (W),Mumbai - 400 028, Maharashtra

* Statutory Auditors S R B C & Co, Firm registration No. 324982E has converted from a partnership firminto a Limited Liability Partnership with effect from April 1,2013 and will now operate under the name ofS R B C & Co. LLP.

(b) Details of change in auditors since last three years:

MlsG.M.KAPADIA &

Co.

1001, Raheja Chambers,213, Nariman Point

Mumbai - 400021(MAHARASHTRA)

26.09.2012(Resignation)

Mis S R B C & Co.LLP.

MIs S. R.BATLIBOI &

Co. LLP.Appointed asStatutory

auditors in placeofMlsG.M.KAPADIA &

Co.

5.9 Details of borrowings of the Company, as on latest quarter end (December 31,2014):

(a) Details of Secured Loan Facilities:

oned ng as on31st

December,2014

S.N

Lender's Name Type ofFacility

Amount

Sanctio.

(Rs. incrores)

(Rs.incrores)

ICICI Bank CashCredit

10.00

PrincipalAmount()utstandi

Repayment ])at~JSchedule

7.53 Repayble on demand

Security

Hypothecation ofreceivablesof loan assetsI book debts

22

S. Lender's Name Type of Amou Principal Repayment Date! SecurityN Facility nt Amount Scheduleo. Sancti Outstandioned ng as on

31st

December,2014

2 HDFCBank Cash 10.00 1.85 Repayble on demand HypothecatioCredit n ofreceivablesof loan assets/ book debts

3 IDBI Bank Cash 5.00 0.04 Repayble on demand HypothecatioCredit n ofreceivablesof loan assets/ book debts

4 IndusInd Bank Cash 5.00 5.00 Repayble on demand HypothecatioCredit n ofreceivablesof loan assets/ book debts5 Ratnakar Bank Cash 10.00 10.00 Repayble on demand HypothecatioCredit n ofreceivablesof loan assets/ book debts6 IDBIBank Term 25.00 23.08 Repayable in 78 monthly HypothecatioLoan instalments after moratorium n of

period of 6 months receivablesMaturity Date: 31.12.2020 of loan assets

/ book debts.7 SBOP Term 20.00 14.87 Repayable III 78 monthly HypothecatioLoan instalments after moratorium n ofperiod of 6 months receivablesMaturity Date: 30.11.2019 of loan assets

/ book debts.

8 State Bank of Term 50.00 36.50 Repayable III 55 monthly HypothecatioIndia Loan instalments as follows n of21 instalments @ 0.75 Cr receivableseach of loan assets33 Instalments @ 1.00 / book debts.Crores1 instalments @ 1.25CroresMaturity Date: 31.01.2018

23

------------------------ --- ----

S. Lender's Name Type of Amou Principal Repayment Date / S~urityN Facility nt Amount Scheduleo. Sancti Outstandi

oned ng as on31st

December,2014

9 AndhraBank Term 25.00 23.40 Repayable III 78 monthly HypothecatioLoan instalments after moratorium n of

period of 6 months receivablesMaturity Date: 21.01.2021 of loan assets

/ book debts.10 Corporation Bank Term 25.00 19.24 Repayable III 78 monthly Hypothecatio

Loan instalments after moratorium n ofperiod of 6 months receivablesMaturity Date: 14.12.2019 of loan assets

/ book debts.

11 Term 25.00 21.16 Repayable III 78 monthly HypothecatioLoan instalments after moratorium n of

period of 6 months receivablesMaturity Date: 16.06.2020 of loan assets

/ book debts.

Bank of IndiaTerm 25.00 5.00 Repayble III 24 equal Hypothecatioloan quarterly instalments to n of

Commence after a receivablesmoratorium period of 1 year of loan assetsfrom the Date of first / book debtsdisbursement.Maturity Date: 30.06.2021

12 State Bank of Term 25.00 20.83 Repayable in 78 monthly HypothecatioBikaner & Jaipur Loan instalments after moratorium n of

period of 6 months receivablesMaturity Date: 17.05.2020 of loan assets

/ book debts.

13 State Bank of Term 25.00 24.36 Repayable in 78 monthly HypothecatioHyderabad Loan instalments after moratorium n of

period of 6 months receivablesMaturity Date: 16.04.2021 of loan assets

/ book debts.14 Bank of Baroda Term 25.00 21.80 Repayable III 78 monthly Hypothecatio

Loan instalments after moratorium n ofperiod of 6 months receivablesMaturity Date: 31.08.2020 of loan assets

/ book debts.

24

S. Lender's Name Type of Amou Principal Repayment DateI Sec1lrityN E'3cility nt Amount Scheduleo. Sancti Outstandi

oned ngason31st

December,2014

15 Ratnakar Bank Term 15.00 9.25 Repayble in 60 monthly HypothecatioLoan instalments n of

Maturity Date: 29.08.2018 receivablesof loan assets/ book debts.

Term 15.00 15.00 Repayble in 60 monthlyLoan instalments

Maturity Date: 31.08.201916 Yes Bank Term 50.00 36.71 Repayable 10 78 monthly Hypothecatio

Loan instalments after moratorium n ofperiod of 6 months receivablesMaturity Date: 03.10.2019 of loan assets

/ book debts.17 ICICI Bank Term 18.00 5.40 Repable in 10 equal Hypothecatio

Loan quarterly instalments after n ofmoratorium period of 6 receivablesMonths of loan assetsMaturity Date: 30.09.2015 / book debts.

Term 10.00 8.57 Repayable in 28 equal HypothecatioLoan quarterly instalments after n of

moratorium period of 6 receivablesMonths of loan assetsMaturity Date: 31.12.2020 / book debts.

18 DCBBank Term 10.00 10.00 16 quarterly instalments HypothecatioLoan after moratorium period of 1 n of

year receivablesMaturity Date: 30.0l.2019 of loan assets

/ book debts.

19 Tata Capital Term 10.00 9.00 20 equal quarterly HypothecatioLoan instalments n of

Maturity Date: 30.06.2019 receivablesof loan assets/ book debts.

25

- --- ------ ---------------------------------------

S. Lender's Name Type of Amou Principal Repayment Date I SecurityN FaCility nt Amount Scheduleo. Sancti Outstandi

oned ng as on31st

December,2014

20 National Housing Term 25.00 20.54 equal quarterly instalments HypothecatioBank Loan Maturity Date: 31.01.2024 n of

receivablesof loan assetsI book debts.

Term 25.00 22.67 equal quarterly instalments Hypothecatioloan Maturity Date: 01.10.2024 n of

receivablesof loan assets/ book debts.

21 Indusind Bank Term 15.00 15.00 Repayble in 24 equal Hypothecatiloan quarterly instalments with 3 on of

months moratorium period receivablesMaturity Date: 30.09.2017 of loan assets

/ book debts.

Total 503.00 386.80

(b) Details of Unsecured Loan Facilities:

PrincipalAmount Amount

S. Lender's Type of Sanctioned Outstanding as Repayment Date / ScheduleNo. Name Facility (Rs. in on Decembercrores) 31,2014

(~. in crores)

Sub-Debt 3 equal monthly instalments at

(Tier-II) 15.00 15.00 the expiry of 70 monthsMaturity Date: 31.08.20191 ICICI Bank 3 equal monthly instalments atSub-Debt

(Tier-II) 15.00 12.00 the expiry of 70 monthsMaturity Date: 30.06.2020

Total 30.00 27.00

26

(c) Details of Non-Convertible Debentures:

Date of Redemptio SecuredDebenture Tenor/ AmountCredit / Details of

S.Period of Coupon (Rs. in AHotme n Date/

Rating Unseeu SeeurityNo. Series

Maturity crores) nt Schedulered

HypothecatioBullet nof3 years

receivables of1 Not from the Zero50.00 18thJuly, repayment

CRISILA- Secured loan assets /Applicable date of Coupon 2014 on 18thJulybook debt toallotment 2017the extent of100%Hypothecatio

3 years Bullet n ofreceivables of2 Not from the

11.57% 50.00 11thSep, repaymentCRISIL A- Secured loan assets /Applicable date of 2014 on 11thSep,

book debt toallotment 2017the extent of100%

(d) List of Top 10Debenture Holders (as on December 3rt, 2014):

(e) The amount of corporate guarantee issued by the Issuer along with name of thecounterparty (like name of the subsidiary, JV entity, group company, ete.) on behalf ofwhom it has been issued (if any) as on June 30,2014:

N.A

(f) Details of Commercial Paper:

The total Face Value of Commercial Papers Outstanding as on the latest quarter end i.e.December 31 2014 to be provided and its breakup in the following table: (if any):

Principal AmountS.No. Investor Face Value Outstanding as on

Repayment Date / Schedule(Rs. in crores) December 31,2014IRs. in crores)1 PRINCIPAL PNB MF 25.00 24.44 23-Feb-15

(g) Details of rest of the borrowing (if any including hybrid debt like FCCB, OptionallyConvertible Debentures / Preference Shares) as on Dec 31, 2014:

27

N.A

(h) Details of all defaultls and/or delay in payments of interest and principal of any kind ofterm loans, debt securities and other financial indebtedness including corporate guaranteeissued by the Company, in the past 5 years:

N.A

(i) Details of any outstanding borrowings taken 1debt securities issued where taken 1 issued (i)for consideration other than cash, whether in whole or part, (ii) at a premium or discount,or (iii) in pursuance of an option:

Commercial Paper issued at a discount at a price of Rs. 24,43,50,500/- and shall be repaid at facevalue ofRs. 25,00,00,000/- as mentioned in Section 5.9 (f) above.

5.10 Details of Promoters of the Company:

(a) Details of Promoter Holding in Company as on latest quarter end, i.e. December 31,2014:

Au FINANCIERS (INDIA)LIMITED 2,99,16,667

5.11 Abridged version of the Audited Consolidated and Standalone Financial Information (likeProfit and Loss statement, Balance Sheet and Cash Flow statement) for at least last threeyears and auditor qualifications, if any.

Attached to this Information Memorandum in Annexure V.

5.12 Abridged version of Latest Auditedl Limited Review Half Yearly Consolidated andStandalone Financial Information and auditors qualifications, if any.

Attached to this Information Memorandum in Annexure V.

5.13 Any material event/ development or change having implications on the financials/creditquality (e.g, any material regulatory proceedings against the IssuerlPromoters, taxlitigations resulting in material liabilities, corporate restructuring event etc.) at the time ofIssue which may affect the Issue or the investor's decision to invest 1 continue to invest inthe debt securities.

The Issuer hereby declares that there has been no material event, development or change at thetime of issue from the position as on the date of the last audited financial statements of the Issuer,which may affect the issue or the investor's decision to invest! continue to invest in the debtsecurities of the Issuer.

5.14 Names of the Debentures Trustees and Consents thereof

28

The Debenture Trustee of the proposed Debentures is IDBI Trusteeship Services Limited.IDBITrusteeship Services Limited has given its written consent for its appointment as debenturetrustee to the Issue and inclusion of its name in the form and context in which it appears in thisInformation Memorandum. The consent letter from Debenture Trustee is provided in AnnexureIII of this Information Memorandum.

Set out in Annexure VI hereto

5.15 Rating and Rating Rationale

The Rating Agency has assigned ratings of "CRISIL A- 1 Stable" to the Debentures. Instrumentswith this rating are considered to have adequate degree of safety regarding timely servicing of,financial obligations. Such instruments carry low credit risk.

5.16 If the Security is backed by a guarantee or letter of comfort or any other document 1 letterwith similar intent, a copy of the same shall be disclosed. In case such document does notcontain detailed payment structure (procedure of invocation of guarantee and receipt ofpayment by the investor along with timelines), the same shall be disclosed in the OfferDocuments.

5.17 Names of all the recognized stock exchanges where the debt securities are proposed to belisted:

The Debentures are proposed to be listed on the WDM segment of the BSE. The Issuer shallcomply with the requirements of the listing agreement for debt securities to the extent applicableto it on a continuous basis. The in-principle approval of the BSE has been obtained in this regard.

5.18 Other details:

As per the provisions of the Companies Act, pursuant to Rule 18(7)(b)(ii) of the Companies(Share Capital and Debenture) Rules 2014 as amended by the Companies (Share Capital andDebentures) Amendment Rules, 2014, as a Housing Finance Companies registered with theNational Housing Bank issuing privately placed debentures, the Company is not required tocreate DRR and also the company does not intend to create any reserve for the Redemption of theDebentures.

(a) DRR Creation:

(b) Issue 1 instrument specific regulations:

The shareholders of the Company, subject to the Memorandum and Articles of Association of theCompany, have passed a resolution under Section 180(c)(3) of the Companies Act in a meetingon July 22,2014 which prescribes the maximum monetary limit for the purpose of borrowing asRs. 1500,00,00,0001- (Rupees Fifteen Hundred Crore only). The aggregate value of Debenturesoffered through this document is within the approved borrowing limits.

Further, the Issue of Debentures offered through this Information Memorandum is being madepursuant to the resolution under Section 179(3)(c) of the Companies Act, of the Board ofDirectors of the Company, passed at their meeting held on January 28, 2015 which authorises theCompany to Issue Debentures and list them on BSE for an amount not more than Rs.50,00,00,0001- (Rupees Fifty Crores).

29

(c) Application process:

The application process for the Issue IS as provided in Section 8 of this InformationMemorandum.

5.19 A statement containing particulars of the dates of, and parties to all material contracts,agreements:

The contracts and documents referred to hereunder are material to the Issue, may be inspected atthe Registered Office of our Company between 10.00am to 4.00 pm on working days.

of the Memorandum& Articles of Association of the Issuer

2

34

5

8

9Copy of application made to BSE for grant of in-principle approval for listing ofDebentures.

5.20 Details of Debt Securities Sought to be Issued

Under the purview of current document, the Issuer intends to raise an amount of Rs.50,00,00,0001- (Rupees Fifty Crores only) by Issue of Secured Rated Listed Redeemable 11.20%Non-Convertible Debentures, on a private placement basis.

For further details of the Debentures, please refer to the terms and conditions of the debenturesset out in Annexure I of this Information Memorandum.

5.21 Issue Size

The aggregate issue size for the Debentures is Rs. 50,00,00,0001- (Rupees Fifty Crores only).

5.22 Utilization of the Issue Proceeds

The proceeds shall be used for the general corporate purposes and for onward lending in thecourse of business of the Company.

Security Name

5.23 Issue Details

11.20%Au HOUSING FINANCE LIMITEDIssuer Au HOUSING FINANCE LIMITED

30

Type of Instrument Non-Convertible DebenturesNature of Secured Rated Listed Redeemable Non-Convertible DebenturesInstrumentSeniority SeniorMode of Issue Private placementEligible Investors As mentioned in Clause 7.15 belowListing Proposed to be listed on the WDM of BSE within a maximum period of 20

(Twenty) days for which an application shall be made to BSE within a maximumperiod of 15 (Fifteen) days from the Deemed Date of Allotment.

Rating of Instrument CRISIL A- 1 StableIssue Size The aggregate size of the Issue is Rs. 50,00,00,000/- (Rupees Fifty Crores Only)

to be issued in 2 Series being Series A and Series B ofRs. 25,00,00,000/- (RupeesTwenty Five Crores Only) each.

Option to retain N.AoversubscriptionObjects of the Issue To raise debt to the extent up to Rs. 50,00,00,000 (Rupees Fifty Crore only)Details of the The proceeds shall be used for the general corporate purposes of the Companyutilization of theProceedsCoupon Rate 11.20%Step Upl Step Down N.ACoupon RateCoupon Payment AnnnuallyFrequencyCoupon payment 20th Februrary of each year commencmg from 2016 till the respectivedates Maturity DateCoupon Type FixedCoupon Reset N.A.ProcessDay Count Basis Actual 1365 (or 366 in the case of a leap year)Interest on At the respective Yield rate, as applicable from the date of realisation of theApplication Money application monies by the Issuer up to 1 (One) day prior to the Deemed Date of

Allotment.Default Interest Rate 2% (Two Percent) per annum payable annually over and above the Yield on the

outstanding defaulted amounts, from the date of the occurrence of the default untilthe default is cured or the Debentures are redeemed pursuant to such default, asapplicable.

Delay Penalty In the case of a delay in the execution of Debenture Trust Deed and the documentsfor creation of the Security, the Issuer shall refund the subscription with theagreed rate of interest or shall pay penal interest of 2% (Two Percent) per annumover and above the Yield until such time the conditions have been complied withat the option ofthe Investor.

Tenor Series A - 3 years from the Deemed Date of AllotmentSeries B - 5 years from the Deemed Date of Allotment

Redemption Date Series A - February 20, 2018Series B - February 20, 2020

Redemption Amount The face value of the Debentures, plus Default Interest (if any) payable under theTransaction Documents.

31

Redemption N.A.PremiumlDiscountIssue Price Rs. 5,00,0001- (Rupees Five Lakhs only) per DebentureDiscount at which N.A.security is issued andthe effective yield asa result of suchdiscountPut Option Date N.A.Put Option Price N.A.Call Option Date N.A.Call Option Price N.A.Put Notification N.A.TimeCall Notification N.A.TimeEarly Redemption In the event that the credit rating assigned to the Debentures is downgraded toTrigger "CRISIL BBB+" or below ("Early Redemption Event"), the Company shall

forthwith inform the Debenture Trustee, in writing, of the occurrence of any suchEarly Redemption Event(s) ("Early Redemption Intimation").

On the occurrence of an Early Redemption Event, the Debenture Trustee (actingon the instructions of the Majority Debenture Holders) shall have the option, atany time prior to expiry of 30 (Thirty) calendar days from the date of the EarlyRedemption Intimation, to require the Company to redeem all the Debentures thenoutstanding on the date being 10 (Ten) Business Days from the date of receipt bythe Company of the notice issued by the Debenture Trustee in this regard ("EarlyRedemption Option").

Face Value Rs. 5,00,0001- (Rupees Five Lakhs only) per DebentureMinimum The minimum subscription amount for a potential Investor shall be Rs. 25,00,000Application size (Rupees Twenty Five Lakh only) and in multiples of Rs. 5,00,000 (Rupees Five

Lakh only) thereafter. It is clarified that the potential Investor shall not be entitledto purchase a fraction of a Debenture.

Issue Timing Issue Opening Date: February 20, 2015Issue Closing Date: February 20, 2015Pay-in Date: February 20, 2015Deemed Date of Allotment: February 20, 2015

Issuance mode of the Demat onlyInstrumentTrading mode of the Demat onlyInstrumentSettlement mode of Cheque 1RTGSthe InstrumentDepositories NSDL1 CSDLBusiness Days Means a day (other than a Sunday or a public holiday for the purpose of Section

25 of the Negotiable Instruments Act, 1881 (26 of 1881)) on which banks are openfor general business in Mumbai and Jaipur. If the Due Date for payment falls on aday that is not a Business Day, then the Due Date in respect of such payment shallbe the preceding Business Day.

Record Date 7 (Seven) Calendar Days prior to any payment due and Redemption date.

32

Security The Security for the Debentures shall consist of a 1 (One) time cover by anexclusive first charge by way of hypothecation over certain identified receivablesof the Company.

Security Creation The Security over the present and future receivables of the Company sufficient toTime Period maintain the Security Cover shall be created and perfected within 30 days from

the Deemed Date of Allotment.Transaction Information MemorandumDocuments Debenture Trustee Agreement

Debenture Trust DeedDeed of Hvpothecation

Conditions As customary for transaction of a similar nature and size including execution ofPrecedent to the Debenture Trustee Agreement.DisbursementConditions 1. Execution of Debenture Trust Deed within 30 (Thirty) Business Days fromSubsequent to the Deemed Date of Allotment.Disbursement

2. Filing of Form CHG 9 with the relevant Registrar of Companies forregistering the charge created over the Secured Receivables.

3. Filing of Form PAS-3 with the relevant Registrar of Companies with theprescribed fess along with a complete list of Debenture Holders in relation toallotment of Debentures within 30 (thirty) days of the Deemed Date ofAllotment.

4. Filing of Form PAS-4 and Form PAS-S in respect of the issue of Debenturesalong with a copy of the offer letter with the relevant Registrar of Companieswith the prescribed fee within 30 (thirty) days of circulation of the offer letter.

5. The letter of allotment, indicating allotment of the Debentures, will becredited in dematerialised form within 2 (Two) Business Days from theDeemed Date of Allotment. The aforesaid letter of allotment shall be replacedwith the actual credit of Debentures, in dematerialised form, within amaximum of90 (Ninety) days from the Deemed Date of Allotment.

Events of Default As mentioned in Clause 7.4 below

Provisions related to As mentioned in Clause 7.4(vi) belowCross Default ClauseRole and To oversee and monitor the overall transaction for and on behalf of the DebentureResponsibilities of Holders as customary for transaction of a similar nature and sizeDebenture TrusteeCovenants As mentioned in Clause 7.3 below

Representation and As mentioned in Clause 7.2 belowwarrantiesGoverning Law The Debentures and documentation will be governed by and construed in

accordance with the laws of India and the parties submit to the non-exclusivejurisdiction in New Delhi; provided however that the jurisdiction has be kept non-exclusive only for the benefit of the Debenture Holders and the other parties to thetransaction will have to compulsorily submit any dispute to courts and tribunals inNew Delhi.

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SECTION 6: TRANSACTION DOCUMENTS AND KEY TERMS

6.1 Transaction Documents

The following documents shall be executed in relation to the Issue ("Transaction Documents"):

(a) Debenture Trustee Agreement, which will confirm the appointment ofiDBI Trusteeship ServicesLimited as the Debenture Trustee ("Debenture Trustee Agreement");

(b) Debenture Trust Deed, which will set out the terms upon which the Debentures are being issuedand shall include the representations and warranties and the covenants to be provided by theIssuer ("Debenture Trust Deed");

(d) Such other documents as agreed between the Issuer and the Debenture Trustee.

(c) Deed of Hypothecation whereby the Issuer will create an exclusive charge by way ofhypothecation over the identified receivables in favour of the Debenture Trustee to secure itsobligations in respect of the Debentures ("Deed of Hypothecation")

The Transaction Documents (other than the Debenture Trust Deed) shall be executed on or prior to theDeemed Date of Allotment. The Debenture Trustee Deed shall be executed within 30 (Thirty) BusinessDays from the Deemed Date of Allotment.

6.2 Representations and Warranties of the Issuer

The Issuer hereby makes the following representations and warranties and the same shall also be set outin the Transaction Documents:

(a) Authority and Capacity

(i) The Issuer has been duly incorporated, organized and is validly existing, under applicablelaw.

(ii) The Issuer has the corporate power, authority and all material permits, approvals,authorizations, licenses, registrations, and consents including registrations, to own andoperate its assets and to carry on its business in substantially the same manner as it iscurrently conducted.

(iii) To the best of its knowledge, the Issuer is in compliance with all laws for theperformance of its obligations with respect to this Issue.

(iv) To the best of its knowledge, the Issuer represents that all consents of or filings with anygovernmental authority as may be required to be obtained or made by the Issuer inconnection with the Issue have been obtained or made and are in effect.

(b) Corporate Matters

(i) All the legal and procedural requirements specified in the constitutional documents havebeen duly complied with in all respects in relation to the Issue.

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(ii) The registers, documents and minute books (including the minutes of Board andshareholders meeting) required to be maintained by the Issuer under Law:

A. are up-to-date and have been maintained in accordance with Law;

B. comprise complete and accurate records of all information required to be recorded insuch books and records; and

c. no notice or allegation that any of them are incorrect and! or should be rectified hasbeen received.

(c) Non-conflict with other obligations

The Issue (or any of the obligations undertaken by the Issuer in relation thereto) does not and willnot conflict with any law or regulation to which the Issuer is subject, or any agreement orinstrument binding upon it or any of its assets, including but not limited to any terms andconditions of the existing Financial Indebtedness of the Issuer.

"Financial Indebtedness" means any indebtedness for or in respect of:1. moneys borrowed;ll. any amount availed of by acceptance of any credit facility;iii. any amount raised pursuant to the issuance of any notes, bonds, debentures, loan

stock or any other similar securities or instruments;IV. the amount of any liability in respect of any lease or hire purchase contract which

would, in accordance with generally accepted principles of accounting in India, betreated as a finance or capital lease;

v. receivables sold or discounted (other than any receivables sold in the ordinarycourse of business or to the extent that they are sold on a non-recourse basis);

vi. any amount raised under any other transaction (including any forward sale orpurchase agreement) having the commercial effect of a borrowing;

vii. any derivative transaction entered into in connection with protection against orbenefit from fluctuation in price (and, when calculating the value of any derivativetransaction, only the marked to market value shall be taken into account);

Vlll. any counter-indemnity obligation in respect of a guarantee, indemnity, bond,standby or documentary letter of credit or any other instrument issued by a bank orfinancial institution;

ix. the amount of any liability under an advance or deferred purchase agreement if oneof the primary reasons behind the entry into such agreement is to raise finance; or

x. any put option, guarantees, keep fit letter(s), letter of comfort, etc. by whatevername called, which gives or may give rise to any financial obligation(s);

Xl. any preference shares (excluding any compulsorily convertible preference shares);Xll. (without double counting) the amount of any liability in respect of any guarantee or

indemnity for any of the items referred to in paragraphs (i) to (xi) above.

(d) Accounts and Records

The books of accounts of the Issuer and its subsidiaries have been fairly and properly maintained,the accounts of the Issuer have been prepared in accordance with law and in accordance withapplicable GAAP, so as to give a true and fair view of the business (including the assets,liabilities and state of affairs) of the Issuer.

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(e) Borrowings

The Shareholders of the Issuer at the Annual General Meeting of the Company had authorized theBoard of Directors to borrow monies from various sources up to a limit of Rs. 1500,00,00,0001-(RupeesOne Thousand Five Hundred Crore only). As on February 20,2015, the Company has notavailed of or incurred any borrowings in excess of Rs. 1500,00,00,0001- (Rupees One ThousandFive Hundred Crore only).

(t) Legal 1Litigation Matters

(i) To the best of the knowledge of the Issuer, there are no claims, investigations orproceedings before any court, tribunal or governmental authority in progress or pendingagainst or relating to the Issuer, which would have a material adverse effect on the abilityof the Company to make the scheduled payments in relation to the Debentures.

(ii) There are no unfulfilled or unsatisfied judgments or court orders of which the Companyhas notice and which is outstanding against the Company, which would have a materialadverse effect on the ability of the Company to make the scheduled payments in relationto the Debentures.

(iii) The Issuer has not taken any action nor has any order been passed for its winding-up,dissolution or re-organisation or for the enforcement of any security over its assets or forthe appointment of a liquidator, supervisor, receiver, administrator, administrativereceiver, compulsory manager, trustee or other similar officer for it or in respect of itsassets.

(g) Event of Default

The Issuer hereby represents that there is no event of default that has currently occurred or iscontinuing as on the date hereof.

(h) No Immunity

Neither, the Issuer nor any of its assets is entitled to immunity from suit, execution, attachment orother legal process in its jurisdiction of incorporation. This Issue (and the documents to beexecuted in relation thereto) constitutes, and the exercise of its rights and performance of andcompliance with its obligations in relation thereto, will constitute, private and commercial actsdone and performed for private and commercial purposes.

(i) Information

All information provided by the Company is true and accurate in all respects as at the date it wasprovided or as at the date at which it was stated and is not misleading whether by reason ofomission to state a material fact or otherwise.

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6.3 Covenantsof the Issuer

The Issuer hereby agrees and undertakes as under and the same shall also be set out in the TransactionDocuments:

(a) Information Covenants

(i) The Issuer undertakes to:

(a) Submit to the Debenture Trustee (and to the Debenture Holder, if so requested),its duly audited annual accounts, within 180 (One Hundred and Eighty) daysfrom the close of its accounting year.

(b) Submit a report to the Debenture Trustee on a quarterly basis, containing thefollowing particulars:• Updated list of names and addresses of the Debenture Holders;• Details of unpaid due payments, to be made, but unpaid and reasons for

non-payment thereof; and• The number and nature of grievances received from the Debenture

Holders, grievances resolved by the Issuer and resolved by the Issuerand those grievances not yet solved to the satisfaction of the DebentureHolders;

• a statement that the assets of the body corporate which are available byway of Security are sufficient to discharge the claims of the debentureholders as and when they become due.

(ii) The Issuer shall provide / cause to be provided information in respect of the followingpromptly and no later than 5 (Five) calendar days from the occurrence of such event(unless otherwise specifically provided):

A. Notify the Debenture Trustee in writing of any notice of any application forwinding up having been made or receipt of any statutory notice of winding upunder the provisions of the Companies Actor any other notice under any otherlaw or otherwise of any suit or legal process intended to be filed and affecting thetitle to the property of the Issuer.

B. Notify the Debenture Trustee in writing if it becomes aware of any fact, matter orcircumstance which would cause any of the representations and warranties underany of the Transaction Documents to become untrue or inaccurate or misleadingin any material respect.

C. Notify the Debenture Trustee in writing of any event which constitutes an eventof default, specifying the nature of such event and any steps the Issuer is takingand proposes to take to remedy the same.

D. Notify the Debenture Trustee in writing of any of any proposed change in thenature or scope or the business or operations of the Issuer or the entering into anyagreement or arrangement by any person, other than in the normal course ofbusiness, that may materially affect the assets and liabilities of the Issuer, at least3 (Three) Business Days prior to the date on which such action is proposed to be

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given effect. It is clarified that for any such change, agreement or arrangementwhich is not material or which does not affect the entirety of the assets andliabilities of the Issuer or which would not adversely affect the ability of theIssuer to meet its obligations in respect of the Debentures, the Issuer shall not berequired to provide any notification to the Debenture Trustee.

(b) Positive Covenants

(i) The Issuer shall perform all of their respective obligations under the terms of theapplicable Transaction Documents and maintain in full force and effect each of theTransaction Documents to which they are a party.

(ii) The Issuer shall without undue delay obtain all consents, as maybe necessary forperforming its obligations in relation to this Issue.

(iii) The Issuer shall give to the Debenture Trustee any information, relating to the business,property and affairs of the Company, that materially impacts the interests of theDebenture Holders.

(iv) The Issuer shall at all times act and proceed in relation to its affairs and business incompliance with law.

(v) The Issuer shall ensure that the Security Cover, as the case may be, is maintained.

(vi) The aggregate equity shareholding of the Promoter Group in the Issuer shall not fallbelow 74% (Seventy Four percent) in the Company.

(vii) Listing

The Issuer shall take all steps necessary to get the Debentures listed within 15 (Fifteen)days from the Deemed Date of Allotment ("Listing Period"). In case of a delay by theIssuer in listing the Debentures beyond 20 (Twenty) days from the Deemed Date ofAllotment the Issuer shall make payment to the Debenture Holders of penal interestcalculated on the face value of the Debentures at the rate of 1% per annum over the Yieldfrom the expiry of 30 (Thirty) days from the Deemed Date of Allotment until the listingof the Debentures.

The Issuer shall at all times act and proceed in relation to its affairs and business inmaterial compliance with applicable laws including inter alia the provisions of the Act,the listing agreement and the SEBI (Issue and Listing of Debt Securities) Regulations,2008 or any successor regulation thereto as in force from time to time, in so far as theyare applicable to the Debentures and shall furnish to the Debenture Trustee such data,information, statements and reports as may be deemed necessary by the DebentureTrustee in order to enable the Debenture Trustee to comply with the provisions ofRegulation 15 of the SEBI (Debenture Trustees) Regulations, 1993 in performance oftheir duties in accordance therewith to the extent applicable to the Debentures.

In the event that the NCDs are not listed within 15 (Fifteen) days from the Deemed Dateof Allotment for any reason whatsoever, then to the extent that any Debenture Holdersare Foreign Institutional Investors or sub-accounts of Foreign Institutional Investors or

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Qualified Foreign Investors, the Issuer undertakes to immediately redeem and/or buybackany and all Debentures within 2 (two) Business Days of the expiry of the Listing Period

(viii) The Issuer shall, without undue delay, attend to and redress the grievances, if any, of theDebenture Holder(s). The Issuer further undertakes that it shall promptly advise theDebenture Trustee of the grievances and the steps taken by the Issuer to redress the same.The Issuer further shall inform the Debenture Trustee of any unsatisfied grievances andshall consider the suggestions of the Debenture Trustee for the redressal of the same. TheIssuer shall endeavour to attend to and redress routine investor grievances within 15Business Days from the date of receipt of the complaint, where possible. In case of non­routine grievances and where external agencies are involved, the Issuer shall strive toredress these complaints as expeditiously as possible.

(ix) The Issuer shall keep proper books of account and keep the said books of account anddocuments of a similar nature relating to the affairs of the Issuer at its registered office or,where permitted by law, at other place or places where the books of account anddocuments of a similar nature may be kept and the Issuer will ensure that all entries in thesame relating to the secured receivables and the Debentures shall, upon notice and duringthe regular working hours of the Issuer be open for inspection of the Debenture Trusteeand such person or persons, as the Debenture Trustee shall, from time to time, for thatpurpose appoint.

(x) The Issuer shall continue to meet the regulatory requirements relating to capitaladequacy, non-performing assets recognition and provisioning throughout the tenor of theDebentures.

(xi) Financial Covenant

The Issuer shall ensure that at all times until the inal Settlement Date the ratio of TotalDebt to Net worth shall not be more than 9: 1.

"Total Debt" for the purposes of the above covenant shall include secured and unsecureddebt but shall exclude any debt classified as Tier II capital by the Issuer.

"Net worth" for the purposes of the above covenant shall include share capital, reservesand surplus and Tier II capital

(c) Negative Covenants

(i) The Issuer shall not without the prior written approval of Debenture Trustee wind up,liquidate or dissolve its affairs unless such liquidation takes place in connection with amerger, consolidation or any other form of combination of the Company with anothercompany and the resulting entity or company assumes all obligations with respect to theDebentures.

(ii) The Issuer shall not, without the prior written approval of the Debenture Trustee sell,transfer or otherwise dispose of all or substantially all of its assets other than in thenormal course of business of the Company.

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(iii) The Issuer shall not make any amendments to the main object clause of its Memorandumof Association in a manner which would prejudicially affect the interests of the Investors,without the prior written consent of the Debenture Trustee.

(iv) The Issuer shall not enter into any compromise or arrangement or settlement with any ofits secured creditors that would prejudicially affect the interests of the Investors withoutthe prior written consent of the Debenture Trustee.

(v) In the event of the occurrence of an event of default, as set out in paragraph 6.4 below,the Issuer shall not, without the prior written consent of the Debenture Trustee, declareany dividend to the shareholders of the Company till such time as the relevant event ofdefault is cured

6.4 Events of Default

Each of the following shall constitute an event of default with respect to the Debentures and shall be setout in the Transaction Documents.

(i) the failure to pay any outstanding sum due and payable under the Debentures, includingRedemption amounts, on the due date( s);

(ii) except for the event contained in paragraph Error! Reference source not found. above,breach by the Company of any covenant, obligation, representation or warranty of theCompany and any other obligations of the Company under the Transaction Documentsexecuted in respect of the relevant Tranche, which breach has not been remedied by theCompany, within 15 (Fifteen) Business Days of the receipt by the Company, of a noticefrom the Debenture Trustee in this regard

(iii) if the value of the assets which have been charged by the Company in respect of therelevant Tranche falls below the Security Cover required to be maintained by theCompany, which breach has not been remedied by the Company, within 30 (Thirty)Business Days of the breach of the Security Cover;

(iv) the insolvency or the Company's application for, or consent to, the appointment of atrustee or receiver for any of its property; or any bankruptcy or other proceeding underany bankruptcy, insolvency or similar laws instituted by the Company;

(v) if the Company commits any breach of its obligations under any agreement entered intoby it in connection with any loans or other borrowings availed of by the Company and thelender concerned (including any non-convertible debenture holdens) declares an eventof default under such agreement resulting in the amount due thereunder becoming dueand payable prior to its specified maturity.

(vi) Any of the Transaction Documents failing to provide the security interests, rights, title,remedies, powers or privileges intended to be created thereby (including the priorityintended to be created thereby), or such security interests failing to have the prioritycontemplated under the Transaction Documents, or the security interests becomingunlawful, invalid or unenforceable.

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(vii) The Company ceases or threatens to cease to carry on its business or gives notice of itsintention to do so.

(viii) Any information given by the Company under this Information Memorandum, in thereports and other information furnished by the Company in accordance with the reportingsystem is misleading or incorrect in any material respect and as a result whereof theinterests of the Debenture Holders of the relevant Tranche are adversely affected in thereasonable opinion of the Debenture Trustee (acting on the instructions of the MajorityDebenture Holders of the relevant Tranche);

(ix) A receiver or a liquidator has been appointed or allowed to be appointed of all or anymaterial part of the properties of the Company.

(x) The Company has admitted in writing that the Company is unable to pay its debts as theyfall due.

(xi) If there is an attachment or restraint on material part of the assets of the Company whichin the reasonable opinion of the Debenture Trustee, materially adversely affects theinterest of Debenture Holder(s) of the relevant Tranche.

(xii) The Company breaches any of the covenants as provided herein in relation to getting theDebentures listed.

(xiii) The Certificate of Registration issued to the Company by the Reserve Bank of India forits registration as a non-banking financial company is revoked by the Reserve Bank ofIndia.

(xiv) The Company creates an Encumbrance over the secured receivabels other than the chargecreated under the Deed of Hypothecation.

(xv) The annual, half yearly or quarterly financial statements prepared by the Company reflectthat the total liabilities of the Company exceed its total assets.

6.5 Consequences of Events of Default

Upon the happening of an Event of Default, the Debenture Trustee shall be entitled to exerciseany and all remedies in accordance with the terms contained in the Transaction Documents.

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SECTION 7: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Companies Act, theMemorandum and Articles of Association of the Issuer, the terms of this Information Memorandum,Application Form and other terms and conditions as may be incorporated in the Transaction Documents.

7.1 Mode of TransferfTransmission of Debentures

The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled totransfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s)shall be transferred and/or transmitted in accordance with the applicable provisions of the Companies Actand other applicable laws. The Debentures held in dematerialized form shall be transferred subject to andin accordance with the rules/procedures as prescribed by NSDL and the relevant DPs of the transferor ortransferee and any other applicable laws and rules notified in respect thereof. The transferee(s) shouldensure that the transfer formalities are completed prior to the Record Date. In the absence of the same,amounts due will be paidiRedemption will be made to the person, whose name appears in the register ofDebenture Holders maintained by the R&T Agent as on the Record Date, under all circumstances. Incases where the transfer formalities have not been completed by the transferor, claims, if any, by thetransferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedurefollowed for transfer of securities held in dematerialized form shall be followed for transfer of theseDebentures held in dematerialised form. The seller should give delivery instructions containing details ofthe buyer's DP account to his DP.

7.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of theDebenture Holders for Redemption purposes and the Redemption proceeds will be paid by cheque/fundtransferlRTGS to those Debenture Holders whose names appear on the list of beneficiaries maintained bythe R&T Agent. The names would be as per the R&T Agent's records on the Record Date fixed for thepurpose of Redemption. All such Debentures will be simultaneously redeemed through appropriate debitcorporate action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries' name and accountnumber, address, bank details and DP's identification number will be given by the R&T Agent to theIssuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFTIRTGSto the bank account of the Debenture Holders for Redemption payments.

7.3 Trustee for the Debenture Holders

The Issuer has appointed IDBI Trusteeship Services Limitedto act as trustee for the Debenture Holders.The Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement and theDebenture Trust Deed inter alia, specifying the powers, authorities and obligations of the DebentureTrustee and the Issuer. The Debenture Holders shall, without further act or deed, be deemed to haveirrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to doall such acts, deeds, matters and things in respect of or relating to the Debentures as the DebentureTrustee may in its absolute discretion deem necessary or require to be done in the interest of theDebenture Holders. Any payment made by the Issuer to the Debenture Trustee on behalf of the DebentureHolders shall discharge the Issuerpro tanto to the Debenture Holders. The Debenture Trustee will protectthe interest of the Debenture Holders in regard to the repayment of principal and Yield thereon and theywill take necessary action, subject to and in accordance with the Debenture Trustee Agreement and the

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Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directlyagainst the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. TheDebenture Trustee Agreement and the Debenture Trust Deed shall more specifically set out the rights andremedies of the Debenture Holders and the manner of enforcement thereof.

7.4 Obligations of Investors

Notwithstanding anything contained hereinabove, every potential investor/ investor of the Debenturesmust read, understand and accept, and shall be deemed to have read, understood and accepted, the termsand conditions of this Shelf Disclosure Document read with the relevant Supplemental Memorandumprior to investing in the Debentures. As a Debenture Holder, every initial investor undertakes by virtue ofthis Shelf Disclosure Document, that if the initial investor as the Debenture Holder sells the Debentures tosubsequent investors, the initial investor as the Debenture Holder shall ensure that such subsequentinvestors receive from the Debenture Holder, a copy of this Shelf Disclosure Document and everySupplemental Memorandum issued hereunder, and shall sell the Debentures to a subsequent investor onlyif such subsequent investor has read, understood and accepted all the terms and conditions referred toabove and is an investor who falls within the categories specified under the section titled "Who canapply". Any such subsequent investor shall be deemed to have read, understood and accepted the termsand conditions in the documents referred to above prior to investing in the Debentures.

7.5 Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share orpart with any financial or other information about the Debenture Holders available with the Issuer, withits subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutorybodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall beliable for use of the aforesaid information.

7.6 Debenture Holder not a Shareholder

The Debenture Holders shall not be entitled to any right and privileges of shareholders other than thoseavailable to them under the Companies Act. The Debentures shall not confer upon the Debenture Holdersthe right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of theIssuer.

7.7 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the InformationMemorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature oris to correct a manifest error.

Any other change or modification to the terms of the Debentures shall require approval by the MajorityDebenture Holders.

For the avoidance of doubt, the following matters require the consent of Majority Debenture Holders,either by providing their express consent in writing or by way of a resolution at a duly convened meetingof the Debenture Holders:

(a) Creating of any additional security; and(b) Amendment to the terms and conditions of the Debentures or the Transaction Documents.

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7.8 Right to accept or reject Applications

The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to acceptor reject any application for subscription to the Debentures, in part or in full, without assigning any reasonthereof.

7.9 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders throughregistered post, recognized overnight courier service, hand delivery or by facsimile transmissionaddressed to such Debenture Holder at its/his registered address or facsimile number.

All notice(s) to be given by the Debenture Holders to the Issuer/ Debenture Trustee shall be sent byregistered post, recognized overnight courier service, hand delivery or by facsimile transmission to theIssuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time totime through suitable communication. All correspondence regarding the Debentures should be marked"Private Placement of Debentures".

Notice(s) shall be deemed to be effective (a) in the case of registered mail, 3 (three) calendar days afterposting; (b)l (One) Business Day after delivery by recognized overnight courier service, if sent for nextBusiness day delivery(c) in the case of facsimile at the time when dispatched with a report confirmingproper transmission or (d) in the case of personal delivery, at the time of delivery.

7.10 IssueProcedure

Only eligible Investors as given hereunder may apply for the Debentures by completing the ApplicationForm in the prescribed format in block letters in English as per the instructions contained therein. Theminimum number of Debentures that can be applied for and the multiples thereof shall be set out in theApplication Form. No application can be made for a fraction of a Debenture. Application forms should beduly completed in all respects and applications not completed in the said manner are liable to be rejected.The name of the applicant's bank, type of account and account number must be duly completed by theapplicant. This is required for the applicant's own safety and these details will be printed on the refundorders and lor Redemptions warrants.

An Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or madepayable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed"Account Payee Only". Cheque(s) or demand draft(s) may be drawn on any bank including a co-operativebank, which is a member or a sub-member of the bankers clearing house located at Jaipur. If permitted,the applicant may transfer payments required to be made in any relation by EFTIRTGS, to the bank.account of the Issuer as per the details mentioned in the Application Form.

7.11 ApplicationProcedure

Potential Investors will be invited to subscribe by way of the Application Form prescribed in theInformation Memorandum during the period between the Issue Opening Date and the Issue Closing Date(both dates inclusive). The Issuer reserves the right to change the Issue schedule including the DeemedDate of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be openfor subscription during the banking hours on each day during the period covered by the Issue Schedule.

7.12 FictitiousApplication

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All fictitious Applications will be rejected.

7.13 Basis of Allotment

Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, inpart or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, prioritywill be given to Investors on a first come first serve basis. The Investors will be required to remit thefunds as well as submit the duly completed Application Form along with other necessary documents toIssuer by the Deemed Date of Allotment.

7.14 Payment Instructions

The Application Form should be submitted with the Issuer along with cheque(s)/draft(s) favouring "AuHousing Finance Limited", crossed "Account Payee Only". The entire amount ofRs. 5,00,000/- (Rs. FiveLakhs only) per NCD is payable along with the making of an application. Applicants can alternativelyremit the application amount through RTGS on Pay-in Date. The RTGS details of the Issuer are as under:

Beneficiary NameBank Account No.IFSC CODEBank NameBranch Address

: Au HOUSING FINANCE LIMITED: A/c No. 00548470000 I07: HDFC0000054: HDFC Bank Ltd: D-54, Siddhi Vinayak, Ashok Marg,C-Scheme,-Jaipur30200 I, Rajasthan, India

7.15 Eligible Investors

The following categories of Investors, when specifically approached, are eligible to apply for this privateplacement of Debentures subject to fulfilling their respective investment norms/rules and compliance withlaws applicable to them by submitting all the relevant documents along with the Application Form:

(a) Mutual Funds(b) Non-banking financial companies(c) Provident Funds and Pension Funds(d) Corporates(e) Banks(t) FIls(g) Insurance Companies(h) Investment holding companies of high net worth individuals

All Investors are required to comply with the relevant regulations/guidelines applicable to them forinvesting in this Issue of Debentures.

Note: Participation by potential Investors in the Issue may be subject to statutory and/or regulatoryrequirements applicable to them in connection with subscription to Indian securities by such categories ofpersons or entities. Applicants are advised to ensure that they comply with all regulatory requirementsapplicable to them, including exchange controls and other requirements. Applicants ought to seekindependent legal and regulatory advice in relation to the laws applicable to them. The Issuer shall not bebound to verify compliance of such regulatory requirements and shall not be responsible/ liable for anycontravention of such regulatory requirements by the Applicants.

7.16 Procedure for Applying for Dematerialised Facility

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(a) The applicant must have at least one beneficiary account with any of the DP's of NSDL prior tomaking the application.

(b) The applicant must necessarily fill in the details (including the beneficiary account number andDP ID) appearing in the Application Form under the heading "Details for Issue of Debentures inElectroniclDematerialised Form".

(c) Debentures Allotted to an applicant will be credited to the applicant's respective beneficiaryaccount(s) with the DP.

(d) For subscribing to the Debentures, names in the Application Form should be identical to thoseappearing in the details in the Depository. In case of joint holders, the names should necessarilybe in the same sequence as they appear in the account details maintained with the DP.

(e) Non-transferable Allotment advice/refund orders will be directly sent to the applicant by the R&TAgent to the Issue.

(f) If incomplete/incorrect details are given under the heading "Details for Issue of Debentures inElectroniclDematerialised Form" in the Application Form, it will be deemed to be an incompleteapplication and the same may be held liable for rejection at the sole discretion of the Issuer.

(g) For Allotment of Debentures, the address, nomination details and other details of the applicant asregistered with hislher DP shall be used for all correspondence with the applicant. The applicantis therefore responsible for the correctness of hislher demographic details given in theApplication Form vis-a-vis those with hislher DP. In case the information is incorrect orinsufficient, the Issuer would not be liable for the losses, if any.

(h) The Redemption amount or other benefits would be' paid to those Debenture Holders whosenames appear on the list of beneficial owners maintained by the R&T Agent as on the RecordDate. In case of those Debentures for which the beneficial owner is not identified in the records ofthe R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of theRedemption amount or other benefits, till such time that the beneficial owner is identified by theR&T Agent and conveyed to the Issuer, whereupon the Redemption amount and benefits will bepaid to the beneficiaries, as identified.

7.17 Depository Arrangements

The Issuer shall make necessary arrangement with NSDL for Issue and holding of Debenture In

dematerialised form.

7.18 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each RecordDate. This shall be the list, which will be used for payment or repayment of Redemption monies.

7.19 Application under Power Of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with thenames and specimen signature(s) of all the authorized signatories of the Investor and the tax exemptioncertificate/document of the Investor, if any, must be lodged along with the submission of the completed

47

Application Form. Further modifications/additions in the power of attorney or authority should benotified to the Issuer or to its agents or to such other person(s) at such other address(es) as may bespecified by the Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority. acertified true copy thereof along with memorandum and articles of association and/or bye-laws along withother constitutional documents must be attached to the Application Form at the time of making theapplication. failing which. the Issuer reserves the full. unqualified and absolute right to accept or rejectany application in whole or in part and in either case without assigning any reason thereto. Names andspecimen signatures of all the authorized signatories must also be lodged along with the submission of thecompleted Application Form.

7.20 Procedure for application by Mutual Funds and Multiple Applications

In case of applications by mutual funds and venture capital funds. a separate application must be made inrespect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and suchapplications will not be treated as multiple application, provided that the application made by the assetmanagement company/trustee/custodian clearly indicated their intention as to the scheme for which theapplication has been made.

The Application Forms duly filled shall clearly indicate the name of the concerned scheme for whichapplication is being made and must be accompanied by certified true copies of

(a) SEBI registration certificate

(b) Resolution authorizing investment and containing operating instructions

(c) Specimen signature of authorized signatories

7.21 Documents to be provided by Investors

Investors need to submit the following documents, as applicable

(a) Memorandum and Articles of Association or other constitutional documents

(b) Resolution authorising investment

(c) Certified true copy of Power of Attorney

(d) Specimen signatures of the authorised signatories duly certified by an appropriate authority

(e) SEBI registration certificate (for Mutual Funds)

(f) Copy of PAN card to be submitted

(g) Application Form (including RTGS details)

7.22 Applications to be accompanied with Bank Account Details

48

Every application shall be required to be accompanied by the bank account details of the applicant and themagnetic ink character reader code of the bank for the purpose of availing direct credit of Redemptionamount and all other amounts payable to the Debenture Holders through EFTIRTGS.

7.23 Succession

In the event of winding-up of the holder of the Debentures, the Issuer will recognize the executor oradministrator of the concerned Debenture Holders, or the other legal representative as having title to theDebentures. The Issuer shall not be bound to recognize such executor or administrator or other legalrepresentative as having title to the Debentures, unless such executor or administrator obtains probate orletter of administration or other legal representation, as the case may be, from a court in India havingjurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letterof administration or other legal representation, in order to recognize such holder as being entitled to theDebentures standing in the name of the concerned Debenture Holder on production of sufficientdocumentary proof and/or an indemnity.

7.24 Mode of Payment

All payments must be made through cheque(s)/draft(s)/transfersIRTGS as set out in the ApplicationForm.

7.25 Effect of Holidays

Should the date of payment of any Coupon which is due in respect of any Series of Debentures fall on aSaturday, Sunday, Bank Holiday in Jaipur and Mumbai or any day on which Real Time Gross Settlement(RTGS) does not take place in the cities of Jaipur and Mumbai, for any reason whatsoever, theimmediately succeeding Business Day shall be considered as the effective date( s) for that payment.

In the event that the date of payment of the redemption amounts in respect of any Series of Debenturesfall on a Saturday, Sunday, Bank Holiday in Jaipur and Mumbai or any day on which Real Time GrossSettlement (RTGS) does not take place in the cities of Jaipur and Mumbai, for any reason whatsoever, theimmediately preceding Business Day shall be considered as the effective date for that payment

7.26 Debentures to Rank Pari Passu

The Debenture(s) of this Issue shall rank first pari passu inter-se without preference or priority of oneover the other or others.

7.27 Payments at Par

Payment of the principal, all interest and other monies will be made to the Registered DebentureHolder(s)/ Beneficial Owner(s) and in case of joint holders to the one whose name stands first in the listof Beneficial Owner(s) provided to the Company by the Depository (NSDLI CDSL). Such payments shallbe made by cheque or warrant drawn by the Company on its bankers or funds will be transferred by way ofRTGS

7.28 Right to Re-Purchase and Re-Issue Debenture (s)

The Company will have the power, as provided for under the Act, exercisable at its absolute discretion

49

from time to time to repurchase some or all the Debenture(s) at any time prior to the specified date ofredemption. This right does not construe a call option. In the event ofthe Debenture(s) being bought back,or redeemed before maturity in any circumstance whatsoever, the Company shall be deemed to alwayshave the right, subject to the provisions of Section 121 of the Companies Act to re- issue such Debentureseither by re-issuing the same Debenture(s) or by issuing other Debentures in their place.

The Company may also, at its discretion, at any time purchase Debenture(s) at discount, at par or atpremium in the open market. Such Debenture(s) may, at the option of Company, be cancelled, held orresold at such price and on such terms and conditions as the Company may deem fit and as permitted bylaw.

7.29 Variation of Debenture Holder(s) rights

The rights, privileges and conditions attached to the Debenture(s) and this Information Memorandum maybe varied, modified or abrogated in accordance with the Articles of Association of the Company and theAct and with the consent of the Majority Debenture Holder(s) provided that nothing in such resolutionshall be operative against the Company where such resolution modifies or varies the terms and conditionsgoverning the Debenture(s) if the same are not acceptable to the Company.

Provided that the Debenture Trustee and the Issuer may agree to make any modifications in this ShelfInformation Memorandum or any Supplemental Memorandum which in the opinion of the DebentureTrustee is of a formal, minor or technical nature or is to correct a manifest error.

7.30 Issue of Debenture(s)

After completion of all legal formalities in respect of any Tranche of the Debentures, the securities heldby the investor, under the ISIN representing the Letter(s) of Allotment, shall be converted into NonConvertible Debenture(s) as per the procedure laid down by NSDLI CDSL in this behalf.

7.31 Register of Debenture Holder(s)

The Company shall request the Depository to provide a list of Beneficial Owners as at end of everyRecord date. This shall be the list, which shall be considered for payment of interest! redemption premiumand repayment of principal, as the case maybe. The list so provided by the Depository shall be deemed tobe the Register of Debenture Holders in terms of Section 152 A of the Companies Act.

7.32 Early Redemption of the Debentures

In the event that,

(a) the aggregate equity shareholding of the Promoter Group in the Company falls below 74%(Seventy Four per cent) of the total equity capital of the Company, taken on a fully diluted basis;

(b) the Promoter loses Management Control of the Company;

(c) if the credit rating assigned to the Debentures, falls below "CRISIL BBB+";

(d) If the Company, without the previous consent in writing of the Debenture Trustee, makes orattempts to make any alteration in the provisions of its Memorandum of Association and/orArticles of Association which alteration may in the reasonable opinion of the Debenture Trustee(acting on the instructions of the Majority Debenture Holders) adversely affects the interests of

50

the Debenture-holder(s); or

(e) If there is an event which, in the reasonable opinion of the Debenture Trustee (acting on theinstructions of the Majority Debenture Holders) has or is likely to result in a Material AdverseEffect

(each an "Early Redemption Event"), the Company shall forthwith inform the Debenture Trustee, inwriting, of the occurrence of any such Early Redemption Event(s) ("Early Redemption Intimation").

On the occurrence of an Early Redemption Event, the Debenture Trustee, acting on the instructions of theMajority Debenture Holders (it being clarified that the Majority Debenture Holders may act either on thebasis of the Early Redemption Intimation or on the basis of information in public domain), shall beentitled, at any time prior to expiry of 30 (Thirty) calendar days from the date of the Early RedemptionIntimation, to require the Company to redeem all the Debentures then outstanding on the date being 10(Ten) Business Days from the receipt by the Company of the notice issued by the Debenture Trustee tothe Company in this regard ("Early Redemption Option").

It is hereby clarified that in the event that the Early Redemption Option is not exercised within 30 (Thirty)calendar days from the date of the Early Redemption Intimation, it shall be deemed that the DebentureTrustee/ Debenture Holders have chosen not to exercise the Early Redemption Option and they shallthereafter have no right to exercise the Early Redemption Option triggered by the relevant EarlyRedemption Event.

7.33 Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactmentthereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevantcertificate/documentmust be lodged by the Debenture Holders at the office of the Transfer Agents of theCorporation at least 15 (Fifteen) days before the relevant payment becoming due. Tax exemptioncertificate / declaration of non deduction of tax at source on interest on application money, should besubmitted along with the application form.

7.34 Letters of Allotment

The letter of Allotment, indicating Allotment of the Debentures, will be credited in dematerialised formwithin 2 (Two) Business Days from the Deemed Date of Allotment. The aforesaid letter of Allotmentshall be replaced with the actual credit of Debentures, in dematerialised form, within 90 (Ninety) daysfrom the Deemed Date of Allotment.

7.35 Deemed Date of Allotment

All the benefits under the Debentures, will accrue to the Investor from the specified Deemed Date ofAllotment. The Deemed Date of Allotment for the Issue is February 20, 2015 by which date the Investorswould be intimated of Allotment.

7.36 Record Date

The Record Date will be 7 (Seven) calendar days prior to any Due Date and redemption date. The list ofBeneficial Owner(s) provided by the Depository as at end of day of Record Date shall be used todetermine the name(s) ofperson(s) to whom the interest! redemption premium and/or principal instalmentis to be paid.

51

7.37 Refunds

For applicants whose applications have been rejected or Allotted in part, refund orders will be dispatchedwithin seven days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of theapplication money relating to the Debentures in respect of which Allotments have been made, theRegistrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to theextent of such excess, if any.

7.38 Interest on ApplicationMoney

Interest shall be payable on all application monies received at the respective Yield, as applicable from thedate of realisation of the application monies by the Issuer up to I (One) day prior to the Deemed Date ofAllotment.The interest on application money will be computed on ActuallActual basis as per the formula below:Outstanding principal * the per annum coupon rate * actual number of days/ 365(366 in case of leapyear).

7.39 Payment ofInterest on AllottedDebenture(s)

Interest on the face value of the Debentures outstanding (subject to deduction of Income Tax at theprescribed rate under the Income Tax Act, 1961 or any statutory modification or re-enactment being inforce) shall be due from the Deemed Date of Allotment up to the Maturity Date.

The interest payments for each Series will be computed as outstanding principal* the per annum couponrate applicable to such Series * actual number of days/actual number of days in a year.

Please note that if the Deemed Date(s) of Allotment for any Series is shifted for any reason whatsoever,the interest payment dates for the relevant Series may also be shifted, at the discretion of the Company.

Interest warrant(s)/cheque(s)/pay order(s) will be mailed or funds will be transferred by way of RTGS tothose Debenture Holder(s) whose names appear on the list of Beneficial Owners as on the Record Date,provided to the Company by the Depository. However, in case the list of Beneficial Owner(s) as atRecord Date is not available from the Depository for any reason whatsoever and because of whichpayment of interest is delayed beyond the relevant interest payment date, the Company shall pay interestat the coupon rate on the interest amount due from interest payment date up to 1 day prior to actualpayment date (both days included).

Investors may also request for payment of interest by way of a RTGS transfer. In such case, the investorwill have to request the Company by way of an application, the format of which is provided as AnnexureVI.

In case of dispute of interest claim, the matter should be settled between the transferor(s) and thetransferee(s), and not with the Company. All interest on the Debenture(s) shall cease on the date ofredemption on maturity of Debenture(s), whichever is earlier.

The Issuer agrees that it will not forfeit unclaimed interest before the claim becomes barred by law andthat such forfeiture, when effected, may be annulled if so decided by the Company.

52

In case of default in payment of interest! redemption premium and/or principal on their respective duedates, the Company shall become liable to pay default interest for the defaulting period.

7.40 PAN Number

Every applicant should mention its Permanent Account Number ("PAN") Allotted under Income TaxAct, 1961, on the Application Form and attach a self attested copy as evidence. Application forms withoutPAN will be considered incomplete and are liable to be rejected.

7.41 Payment on Redemption

Payment on Redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/creditthrough RTGS system/funds transfer in the name of the Debenture Holders whose names appear on thelist of beneficial owners given by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the Redemption amount by the Issuer onmaturity to the registered Debenture Holders whose name appears in the Register of Debenture Holderson the Record Date. On such payment being made, the Issuer will inform NSDL and accordingly theaccount of the Debenture Holders with NSDL will be adjusted.

On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of theIssuer shall stand extinguished.

7.42 Future Borrowings

The Company shall be entitled to make further issue of debentures and/or raise term loans or raise furtherfunds from time to time from any personslbanks/financial institutionslbody corporate or any other agency.

Disclaimer: Please note that only those persons to whom this memorandum has been specificallyaddressed are eligible to apply. However, an application, even if complete in all respects, is liable to berejected without assigning any reason for the same. The list of documents provided above is onlyindicative, and an investor is required to provide all those documents / authorizations / information, whichare likely to be required by the Issuer. The Issuer may, but is not bound to revert to any investor for anyadditional documents / information, and can accept or reject an application as it deems fit. Investment byInvestors falling in the categories mentioned above are merely indicative and the Issuer does not warrantthat they are permitted to invest as per extant laws, regulations, etc. Each of the above categories ofInvestors is required to check and comply with extant rules/regulations! guidelines, etc. Governing orregulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly,responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to checkor confirm the same.

53

ANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS

Face Value per Debenture (Rs.) 500,000.00Number of Debenture 1,000Redemption Value per Debenture (Rs.) 500,000.00Copoun Payment per anuum per Debenture (Rs.) 56000.00

Series A - Cash flow per Debenture

Date Principal Repayment Coupon Paymnet (Rs.) Total Cash flows(Rs.) (Rs.)

20 -Feb- 16 - 56000.00 56000.0020 -Feb- 17 - 56000.00 56000.0020 -Feb- 18 500000 56000.00 556000.00

Series B - Cash flow per Debenture

Date Principal Repayment Coupon Paymnet (Rs.) Total Cash flows(Rs.) (Rs.)

20 -Feb- 16 - 56000.00 56000.0020 -Feb- 17 - 56000.00 56000.0020-Feb-18 - 56000.00 56000.0020 -Feb- 19 - 56000.00 56000.0020 -Feb- 20 500000 56000.00 556000.00

66

ANNEXURE V: LAST AUDITED FINANCIAL STATMENTS

Enclosed

65

these Debentures carried out our own due diligence and made our own decisions with respect toinvestment in these Debentures and have not relied on any representations made by anyone other than theIssuer, if any.

We understand that: i) in case of Allotment of Debentures to us, our Beneficiary Account as mentionedabove would get credited to the extent of Allotted Debentures, ii) the Applicant must ensure that thesequence of names as mentioned in the Application Form matches the sequence of name held with ourDepository Participant, iii) if the names of the Application this application are not identical and also not inthe same order as the Beneficiary Account details with the above mentioned Depository Participant or ifthe Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Companyshall be entitled at its sole discretion to reject the application or issue the Debentures in physical form.

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered byus including as to the returns on and/or the sale value of the Debentures and shall not look directly orindirectly to the Issuer (or to any person acting on its or their behalf) to indemnify or otherwise hold .usharmless in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequentinvestor or transferee ("Transferee"), we shall convey all the terms and conditions contained herein and inthis Information Memorandum to such Transferee. In the event of any Transferee (including anyintermediate or final holder of the Debentures) suing the Issuer (or any person acting on its or theirbehalf) we shall indemnify the Issuer (and all such persons acting on its or their behalf) and also hold theIssuer and each of such person harmless in respect of any claim by any Transferee.

Applicant'sSignature

DATE OF RECEIPTFOR OFFICE USE ONLY

DATE OF CLEARANCE(Note,' Cheque and Drafts are subject to realisation)

(To befilled in by Applicant)SERIAL NO. 13 1 1 1

-------------------------------------------------(TEAR IIERE)--------------------------------------------[. ]- ACKNOWLEDGMENT SLIP

Received from

ChequelDraftlUTRRs.

# Drawnon account of application of

on for

Address. __

Debenture

64

I CITY iPIN I I I I I I PHONE I

I 1 I II I I I I II I I I I I

I I I I II I I

I I I II I

APPLICANT'S PAN/GIR NO. IT CIRCLE/WARDIDISTRICT

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY _

We have read and understood the Terms and Conditions of the Issue of Debentures including the RiskFactors described in the Memorandum and have considered these in making our decision to apply. Webind ourselves to these Terms and Conditions and wish to apply for Allotment of these Debentures. Werequest you to please place our name(s) on the Register of Holders.

Name of the Authorized Designation SignatureSignatory(ies)

Applicant'sSignature

We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised form.Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL ( )DEPOSITORY PARTICIPANT NAMEDPIDBENEFICIARY ACCOUNT NUMBERNAME OF THE APPLICANT(S)

Applicant Bank Account:

(Settlement by way of Cheque / DemandDraft / Pay Order / Direct Credit / ECS /NEFTIRTGS/other permitted mechanisms)

DATEOF RECEIPTFOR OFFICE USE ONLY

DATE OF CLEARANCE

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Memorandum is provided by the Issuerand the same has not been verified by any legal advisors to the Issuer and other intermediaries and theiragents and advisors associated with this Issue. We confirm that we have for the purpose of investing in

63

ANNEXURE IV: APPLICATION FORM

Au HOUSING FINANCE LIMITEDCINNo. U65922RJ2011PLC034297

A public limited company incorporated under the Companies Act, 1956Date ofIncorporation: February 23,2011 *

Registered Office: 19-A, Dhuleshwar Garden, Ajmer Road, JAIPUR - 302 001TelephoneNo.: 0141-4110060

Website: www.auhfin.in*On conversion of Au HOUSING FINANCE LIMITED (then known as Au Housing Finance PrivateLimited) from a private company into a public company a fresh certificate of incorporation has beenissued on 11January, 2013.

I DEBENTURE APPLICATION FORM SERIAL NO. I 31ISSUE OF UPTO 1000 RATED LISTED SECURED REDEEMABLE 11.20% NON

CONVERTmLE DEBENTURES OF

Amount Rs. _!.:_ in words Rupees __

RS.5,00,000/- (RUPEES FIVE LAKHS ONLy) EACH AGGREGATING UPTO RS. 50,00,00,000/­(RUPEES FIFTY CRORES ONLY), FULLY PAID UP FOR CASH AT PAR TO THE FACEVALUE

DEBENTURE APPLIED FOR:

Number of Debentures__ In words _

Total Amount Enclosed(In Figures) (In words)

DETAILS OF PAYMENT:

Cheque 1Demand Draft 1RTGSNo. Drawn on _

Funds transferred to Au Housing Finance LimitedDated _

62

approvals, If required, to ensure prompt and timelv payments to the said Debenture Holder. Such remittanceshall not exceed total Investment (and interest provided for herein) made by the Debenture Holder (who is aFill,

looking forward to a fruitful association with you and assuring you of Ourbest services at all times.

Thankingyou,

Yoursfaithfully,For lOBI Trusteeship Services Limited

/.)~

\.\~ {O·~)~ \';... ._~~7~':O~"'\':""(A-ut-:"ho-n-:"'z";"'ed-:"S::"ig-n-:at-o-ry7").•. '

Weaccept the a~.,

For Au HOUSI:.,'.Ffti.j~~~::-~1....,-; '.! ~. ~L~,}

(Authorized Signatory) .,j

pteue feel free to contact U$ for query. For Information on our services, viSit website www ,dbltrustc« co iD

61

ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

JDBI Trusteeship Services Ltd.

5143/ITSL!OPR/Cl/14·15/DEB/894Date: February17, 2015 R.lld.Office :

Asian BuilClinO.Ground Floor.17.R. KamaniMa'1l.Balard estateMumbai·400 001.

Mr. SharadPathakAu HousingFinanceLtd.201-202, 2nd Floor,South EndSquare,Mansrovar Industrial Area,Jaipuf - 302020

DearSir.

Sublect: Consent to act as Debenture Trustee for Secured. Listed. Rated Non-Convertible Debentures (NCOs)aggregating upto R$.SOCrores

This is with reference to the discussion we had regarding appointment of lOBITrusteeship ServicesUmited asDebentureTrustee for the proposed issue of Non·conyertible Debentures aggregating upto Rs.50 Crores. In this connection weconfirm our acceptance of the assignment.

We are agreeable for indusion of our name as trustee in the offer document/disclosure document Of any otherauthority as required subject to the follOWingconditions:

1. The Company shall enter into Written Debenture Trustee Agreement (DTA) for the said issue before theopening of Subscription list for issueof debentures.

2. The Company agrees and undertakes to create the securities over such of its immovable and moveableproperties and on such terms and conditions as agreed by the Debenture holders and disclose in theInformation Memorandum or Disclosure Document and execute, the Debenture Trust Deed (DTO)and othernecessarysecurity documents for each series of debentures as approved by the Debenture Trustee, within aperiod as agreed by us in the Information Memorandum or Disdosure Document in any case not exceeding 60days from the date of allotment of debentures.

3. The Company agrees & undertakes to pay to the Debenture Trustees so long as they hold the office of theDebenture Trustee, remuneration as stated above for their services as Debenture Trustee in addition to alllegal, traveling and other costs, charges and expenses which the Debenture Trustee or their officers,employees or agents may incur in relation to execution of the Debenture Trust Deed and all ether Documentsaffecting the Security till the monies In respect of the Debentures have been fully paid·off and the requisiteformalities for satisfaction of charge in all respects, havebeen complied with.

4. TheCempany shall agree & undertake to comply with the provisions of SEBI(Debenture Trustees) Regulations,1993, sesl (Issue and listing of Debt Securities) Regulations, 2008, SEBI Circular No.SEBI/IMD/BOND/l/2009/11/0S dated the 11'" May, 2009 on Simplified listing Agreement for Debt Securitiesread with the SEBI Circular No. SEBI!IMD/OOF-l!BOND/Cir·S/2009 dated the 26" November, 2009, theCompanies Act, 1956 and the Companies Act, 2013, as amended from time to time and other applicableprovisions and agree to furnish to Trustees such information in terms the same on regular basis.

5. Any payment in respect of Debentures required to be made by the Debenture Trustee to it Debenture Holder(who is a FIJEntity) at the time of enforcement would, if required by appliCable law, be subject to the priorapproval of RBIfor such remittance through an Authorised Dealer. The Company/Investor shall obtain all such

Ple~ feet tree to contact us for query. for information on our services,visit websitewww idbitriJstre ooJ_n

Tel. : 022-40807000 • Fax: 022-663117761 4080 7080 • Email: itsl@idbitrustee.com • respense@idbllrustee.comWebsite: www.idbitrustee.com· CIN - U65991MH2001GOl131154

60

ANNEXURE II:RATING LETTER

CONFiDENTIAL "CRiSil....RATINGSRef. no.: MSil;SRfAUHollsingl20 14-15/ I'}69

February 16, zorsMI', Sanjay AgarwalManaging DirectorAu Housing Finance LimitedD-313, 3rd Floor, Kanakia Zillion,Junction of CST Road and L.B.S. Marg,Kurla West.Mumbai - 400070

Dear Mr. Agarwal.

Re: CRISIL Rating for the Rs.500 million Non-Convertible Debenture Issue of Au Housing Finance Limited.

We refer to your request for a rating for the captioned Debt Programme.

CRISIL has, after due consideration, assigned the "CRISIL A-/Slnble" (pronounced "CRISIL A minus rating withstable outlook") rating 10 the captioned Debt Programme. Instruments with this rating are considered to haveadequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.

As per our Rating Agreement, CRISIL would disseminatc the rating along with outlook through its publications andother media, and keep the rating along with outlook under surveillance for the life of the instrument. CRISILreserves the right to suspend, withdraw, or revise the rating! outlook assigned to the captioned programme at anytime. on the basis of new information, or unavailability of information. or other circumstances which CRISILbelieve~ may have an impact on the rating.

Further, in view of your decision to accept the CRISIL Rating, we request you to apprise us of the instrument details(in the enclosed format) as soon as it has been' placed. In the event of your company not making the issue within aperiod of 180 days from the above date. or in the event of any change in the size or structure of your proposed issue,a fresh letter of revalidation from CRISIL will be necessary.

As per the latest SEBI circular!'! on centralized database lor corporate bonds/debentures. you are required to provideinternational securities identification number (lSIN; along with the reference number and the date of the ratingletter) of all bond/debenture issuances made against this rating letter (0 us. TIle circular also requires you to sharethis information with us within 2 days after the allotment of the ISIN. We request you to mail us all the necessaryand relevant information at dehtissue@crisil.com. This will enable CRISIL to verify and confirm to thedepositories, including NSDL and CDSL. the ISIN details of debt rated by us. as required by SEBL Feel free tocontact us for any clarifications you may have at debtissuc@crisil.com

Should you require any clarifications. please feci free to get in touch with us.

With warm regards.

Yours sincerely.

;V1 ,A.... ~--.'\._~• _l_l~~.- ..-.-_ ...,..._. ---Manoj DamleDirector -Ratings

~......,...."....tJ.....,r,..,... ,,__Manish SamfAssociate Director - Financial Sector Ratings

IIIPlease referto SEn! ctrcutar {beurutg reference number- CiRJIMDiDF/I7/20! 3) (In CC1'lu'nn~dDatabase tor Corporate bonds/ DeberuurcsdJlcd October 22, lOt}:~R~I;tf~~;;~~~:~~:~:~kfA!t!~~~~~t:~R!g;!~E~~:~:~:~~~~Z~:;i:t:::::~1on which the rating is based. A CRISIL rating is not a recommendation to buy / sell or hold the rated instrument; it does no! !comment on tile market price or suitability for a partlCu/ar Investor. .CRISIL Ilas a practice of keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant.eR/SIL is not responsible for any errors and especlalty stales that It has no ~nancialliabihly whatsoever to the subscribers I users Itransmitters / distnbutors of its ratings. For the latest rating information OnallY instrument of any company rated by CRISIL, please"contact CRI§J481:1TJrvG D£S!.<.,~tfRISILralingdesk@cris"£9f!2,c!!,<l!t~gl??O}_~:1.4_?}001- Of! '" _,, __

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accordance with the laws of India and the parties submit to the non-exclusivejurisdiction in New Delhi; provided however that the jurisdiction has be kept non­exclusive only for the benefit of the Debenture Holders and the other parties to thetransaction will have to compulsorily submit any dispute to courts and tribunals inNew Delhi.

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Business Days Means a day (other than a Sunday or a public holiday for the purpose of Section25 of the Negotiable Instruments Act, 1881 (26 of 1881» on which banks are openfor general business in Mumbai and Jaipur. If the Due Date for payment falls on aday that is not a Business Day, then the Due Date in respect of such payment shallbe the preceding Business Day.

Record Date 7 (Seven) Calendar Days prior to any payment due and Redemption date.Security The Security for the Debentures shall consist of a 1 (One) time cover by an

exclusive first charge by way of hypothecation over certain identified receivablesof the Company.

Security Creation The Security over the present and future receivables of the Company sufficient toTime Period maintain the Security Cover shall be created and perfected within 30 days from

the Deemed Date of Allotment.Transaction Information MemorandumDocuments Debenture Trustee Agreement

Debenture Trust DeedDeed of Hypothecation

Conditions As customary for transaction of a similar nature and size including execution ofPrecedent to the Debenture Trustee Agreement.DisbursementConditions 1. Execution of Debenture Trust Deed within 30 (Thirty) Business Days fromSubsequent to the Deemed Date of Allotment.Disbursement

2. Filing of Form CHG 9 with the relevant Registrar of Companies forregistering the charge created over the Secured Receivables.

3. Filing of Form PAS-3 with the relevant Registrar of Companies with theprescribed fess along with a complete list of Debenture Holders in relation toallotment of Debentures within 30 (thirty) days of the Deemed Date ofAllotment.

4. Filing of Form PAS-4 and Form PAS-5 in respect of the issue of Debenturesalong with a copy of the offer letter with the relevant Registrar of Companieswith the prescribed fee within 30 (thirty) days of circulation of the offer letter

5. The letter of allotment, indicating allotment of the Debentures, will becredited in dematerialised form within 2 (Two) Business Days from theDeemed Date of Allotment. The aforesaid letter of allotment shall be replacedwith the actual credit of Debentures, in dematerialised form, within amaximum of90 (Ninety) days from the Deemed Date of Allotment.

Events of Default As mentioned in Clause 7.4 below

Provisions related to As mentioned in Clause 7.4(vi) belowCross Default ClauseRole and To oversee and monitor the overall transaction for and on behalf of the DebentureResponsibilities of Holders as customary for transaction of a similar nature and sizeDebenture TrusteeCovenants As mentioned in Clause 7.3 below

Representation and As mentioned in Clause 7.2 belowwarrantiesGoverning Law The Debentures and documentation will be governed by and construed In

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Series B - 5 years from the Deemed Date of AllotmentRedemption Date Series A - February 20, 2018

Series B - February 20, 2020Redemption Amount The face value of the Debentures, plus Default Interest (if any) payable under the

Transaction Documents.Redemption N.A.PremiumlDiscountIssue Price Rs. 5,00,0001- (Rupees Five Lakhs only) per DebentureDiscount at which N.A.security is issued andthe effective yield asa result of suchdiscountPut Option Date N.A.Put Option Price N.A.Call Option Date N.A.Call Option Price N.A.Put Notification N.A.TimeCall Notification N.A.TimeEarly Redemption In the event that the credit rating assigned to the Debentures is downgraded toTrigger "CRISIL BBB+" or below ("Early Redemption Event"), the Company shall

forthwith inform the Debenture Trustee, in writing, of the occurrence of any suchEarly Redemption Event(s) ("Early Redemption Intimation").

On the occurrence of an Early Redemption Event, the Debenture Trustee (actingon the instructions of the Majority Debenture Holders) shall have the option, atany time prior to expiry of 30 (Thirty) calendar days from the date of the EarlyRedemption Intimation, to require the Company to redeem all the Debentures thenoutstanding on the date being 10 (Ten) Business Days from the date of receipt bythe Company of the notice issued by the Debenture Trustee in this regard ("EarlyRedemption Option").

Face Value Rs. 5,00,0001- (Rupees Five Lakhs only) per DebentureMinimum The minimum subscription amount for a potential Investor shall be Rs. 25,00,000Application size (Rupees Twenty Five Lakh only) and in multiples of Rs. 5,00,000 (Rupees Five

Lakh only) thereafter. It is clarified that the potential Investor shall not be entitledto purchase a fraction of a Debenture.

Issue Timing Issue Opening Date: February 20, 2015Issue Closing Date: February 20, 2015Pay-in Date: February 20, 2015Deemed Date of Allotment: February 20,2015

Issuance mode of the Demat onlyInstrumentTrading mode of the Demat onlyInstrumentSettlement mode of Cheque 1RTGSthe InstrumentDepositories NSDL/CSDL

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ANNEXURE I: TERM SHEET

Security Name 11.20% Au HOUSING FINANCE LIMITEDIssuer Au HOUSING FINANCE LIMITEDType of Instrument Non-Convertible DebenturesNature of Secured Rated Listed Redeemable Non-Convertible DebenturesInstrumentSeniority SeniorMode of Issue Private placementEligible Investors As mentioned in Clause 7.15 belowListing Proposed to be listed on the WDM of BSE within a maximum period of 20

(Twenty) days for which an application shall be made to BSE within a maximumperiod of 15 (Fifteen) days from the Deemed Date of Allotment.

Rating of Instrument CRISIL A- 1StableIssue Size The aggregate size of the Issue is Rs. 50,00,00,0001- (Rupees Fifty Crores Only)

to be issued in 2 Series being Series A and Series B of Rs. 25,00,00,0001- (RupeesTwenty Five Crores Only) each.

Option to retain N.AoversubscriptionObjects of the Issue To raise debt to the extent up to Rs. 50,00,00,000 (Rupees FIftYCrore only)Details of the The proceeds shall be used for the general corporate purposes of the Companyutilization of theProceedsCoupon Rate 11.20%Step Upl Step Down N.ACoupon RateCoupon Payment AnnnuallyFrequencyCoupon payment zo" Februrary of each year commencing from 2016 till the respectivedates Maturity DateCoupon Type FixedCoupon Reset N.A.ProcessDay Count Basis Actual 1365 (or 366 in the case ofa leap year)Interest on At the respective Yield rate, as applicable from the date of realisation of theApplication Money application monies by the Issuer up to I (One) day prior to the Deemed Date of

Allotment.Default Interest Rate 2% (Two Percent) per annum payable annually over and above the Yield on the

outstanding defaulted amounts, from the date of the occurrence of the default untilthe default is cured or the Debentures are redeemed pursuant to such default, asapplicable.

Delay Penalty In the case of a delay in the execution of Debenture Trust Deed and the documentsfor creation of the Security, the Issuer shall refund the subscription with theagreed rate of interest or shall pay penal interest of 2% (Two Percent) per annumover and above the Yield until such time the conditions have been complied withat the option of the Investor.

Tenor Series A - 3 years from the Deemed Date of Allotment

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SECTION 8:DECLARATION

The Issuer declares that all the relevant provisions in the regulations/guideline issued by SEBI and otherapplicable laws have been complied with and no statement made in this Information Memorandum iscontrary to the provisions of the regulations/guidelines issued by SEBI and other applicable laws, as thecase may be. The information contained in this Information Memorandum is as applicable to privatelyplaced debt securities and subject to information available with the Issuer. The extent of disclosures madein the Information Memorandum is consistent with disclosures permitted by regulatory authorities to theissue of securities made by the companies in the past.

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