Private & Confidential - Not for Circulatio

Serial No. Addressed to:

ON MEMORANIIUM PRIVATE LIMITED

under the Companies Act, 1956

New Delhi - 1 10028

Information Memorandum for of Dcberrtures on a private placement basis on 20,2014

1 Credit Rating

Issue of 220 (Two Hundred and "wenty) Secured, Rated, Listed, Redeemable, Non- convertible Debentures of face valr e of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, aggregating up to Rs. 22,00,00,00C/- (Rupees Twenty Two Crores only) on a private la cement basis (the "Issue")

The Debentures proposed to Issuer have been rated by ICRA l.,iniited ("Rating Agency / ICRA"). The Rating Agency has vide its December 16, 2014 assigned a rating of "ICRA BBB-" in respect of the Debentures. The above to buy, sell or hold securities and investors should take their own decision. The or withdrawal at any time by the rating agency and should be evaluated Please rei'er to Annexure I 1 of this Information Memorandum for the the Rating Agency assigning the credit rating abovenientioned and the by the Rating Agency disclosing the rating rationale adopted for the

This lnformation Memorandum is related to Limited (the "lssuer" or "Company") on a disclosures required for the purpose of issuing lssue and described under this lnformation passed by the shareholders of the lssuer on Directors of the lssuer on December 18, 20 Company. Pursuant to the resolution passed accordance with provisions of the Companies such terms and conditions as the Board may Hundred and Fifty Crores only). The present the overall powers of the Board as per the abovt:

lssue Schedule ns on: December 22,20 14 ing on: December 24, 20 14 F Allotment: December 24, 20 14

Backgrour~d the Debentures to be issued by Fusion Microfinance Private

private placement basis and contains relevant information and of the Debentures. The issue of the Debentures comprised in the

Merlorandum has been authorised by the Issuer through resolutions Mzrch 20, 2014 and June 30, 2014 respectively, and the Board of

4 and the Memorandum and Articles of Association of the by the Company's shareholders dated March 20, 2014 in

Act, 2013, the Company has been authorised to borrow, upon t ~ i n k fit for amounts up to INR 750,00,00,000/- (Rupees Seven

issue of NCDs in terms of this lnformation Memorandum is within shareholder resolution(s).

The Issuer reserves the right to chanse the e Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or l'lie Issue shall be open for subscription during the banking hours on each day during the by the Issue Schedule.

The Debentures are proposed to be listed o the wholesale debt market of the Bombay Stock Elxchange (',BSE"). /I Registrar & Transfer Agent

Sharepro Services India Private Limited 13 AB Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri (E) - 400 072 Mumbai.

Debenture Trustee

GDA Trusteeship Limited

GDA House, Plot No. 85, Bhusari Colony (Right), Paud Road, rune - 4 1 1 038

Private & Confidential - Not for Circulatio

TABL 2 OF CONTENTS t SECTION 1: DEFINITIONS AND SECTION 2: NOTICE T O INVES'IORS SECTION 3: RISK FACTORS SECTION 4: FINANCIAL SECTION 5: REGULATORY SECTION 6: TRANSACTION SECTION 7: OTHER INFORMA~~ION

ABBREVIATIONS AND DISCLAlN[ERS

STATEMENTS DISCLOSURES DC:CIJMEN'T'S AND KEY TERMS

AND APP1,ICATION PROCESS SECTION 8: DECLARATION ANNEXURE I: TERM SHEET ANNEXURE 11: RATING LETTER& ANNEXURE Ill: CONSENT LETTER ANNEXURE IV: APPLICATION FORM ANNEXURE V: LAST AUDITED FIh ANNEXURE V1: I1,LUSTRATION OF'

ZATING RATlONALE FROM THE DEBENTURE TRUSTEE

ANClAL STATMENTS BOND CASH FLOWS

SECTION 1: FINITIONS AND ABBREVIATIONS

Private & Confidential - Not for Circu

Unless the context otherwise indicat s or requires, the following terms sliall have the meanings given below in this lnformati Memorandum.

ation

Application Form

BoardIBoard of Directors

. --.. , . .-- Unl ss the context otherwise requires or implies, the allot nent of the Debentures pursuant to this Issue. - ---- -- The form used by the recipient of this Disclosure Doc ment and/or the Private Placement Offer Letter, to appl for subscription to the Debentures, wliich is in tlie forn annexed to this Information Memorandum and mar ed as Annexure IV.

- - , . -- --

'The Board of Directors of the Issuer '-1" . " ' --- mean a day (other than a Saturday, Sunday and any hich is a public holiday for the purpose of Section 25 Negotiable Instruments Act, 188 1 (26 of 188 I)) on banks are normally open for business in Mumbai 1

- CDSL Debentures 1 NCDs

Debenture Holders / Investors

and )elhi.. --- - --?%&tdl -- ~ e ~ o s ; i o r ~ Services (India) -- Limited 220 1 (Two Hundred and Twenty) Secured Rated Listed

Non-Convertible Debentures bearing a face 10,00,000/- (Rupees Ten Lakhs only) each,

to Rs. 22,00,00,000/- (Rupees Twenty Two

the Debentures issued by the Issuer and shal include tlie registered transferees of the Debentures fro A time to time

Tru tee and the Company for the purposes of appointment of t t le Debenture Trustee to act as debenture trustee in

Deemed Date of Allotment Debenture Trustee Debenture Trustee Agreement

-- Demat

---A

De&Gber 24,20 14 ~ ~ ~ ~ ~ r u s t e e s l i i ~ Limited Agr:ement to be executed by and between the Debenture

form, and not in physical form, with the I The ~ c ~ o s i t o r i e s Act, 1996, as -- amended from time to time

+blepository registered with SEBI under the SE[R1

1 1 (~e1,oiitories- and Participant) Regulations, 1996, as 1 --

participant as defined under the Ilepositories ---I Director(s) ctor(s) of the Issuer. --

Disclosure Document document which sets out the information regarding the Information Memorandum being issued on a private placement basis.

Participant Identification -- Number. on wliich the holders of the Debentures ----I a;

1 I entilled to any payments, whether on maturity or upon I cise of the option to redeem the Debentures prior to tlie duled Maturitv Date.

commencing from April 1 of a and ending on March

.-

\ I '

,... , .k

GAAP Accountin~ Prir~ciples -- Issue rthe ~ebentures. . ---. . Issue Opening Date - Issue Closine Date Issuer1 Company Private , Limited - Majority Debenture Holders Holders whose participation or share in

1 / pinLipal amount(s) outstanding with respect to the ( :ntures aggregate to more than 75% (Seventy Five per of the value of the nominal amount of the Debentures

time being outstanding. --- ?-I Maturity Date 16, 20 18, subject to a Put Option or Call Optton

1 I or, ( I ~ U C I ~ other date o n which the final payment of tlle I I

. - I pri&ipal of the Debentures becomes due and payable as I I ( thedein or herein provided, whether at such stated maturity 1 1 1 datd. bv declaration of acceleration. or otherwise. 1

Material Adverse Effect

thereunder). -- --

Depository 1,imited. -

Thc occ

the the

prepared in compliance ~ i r k ~ Act, 2013 read with the

of Securities) Rules,

effect or consequence of an event, circumstance, Irrence or condition which has caused, as of any date of

detc:rmination, a material and adverse effect on (i) the finzncial condition, business or operation of the Issuer; (ii)

ability of the Issuer to perform their obligations under Transaction Documents; or (iii) the validity or

enforceability of any of the 'Transaction Documents (including the ability of any party to enforce any of its

I RBI I ~$!;erve Rank of India. I Rating Agency - 1C <A Limited ---

Record Date fT-dedate which will be used for determining the DebentGd who shall be entitled to receive the amounts due on Date, which shall be the date falling 15 (Fifteen)

endar days prior to any Due Date. R&T Agent gistrar and Transfer Agent to t l ~ ~ l s s ~ e , in

SEBI

- ROC Rs. / INR - RTGS

-- SEBl Debt Listing Regulations

starepro Services (India) Private -- Limited ~ $ ~ i s t r a r of Companies. ln(dian National Rupee. ~ $ z ~ i m e Gross Settlement. - -- 14

curities and l:xclYange Board of India constituted under Securities and Exchange Board of lndia Act, 1992 (as

from time to time). ---- and Exchange Board of India (Issue and

Securities) Regulation, 2008 issued by from time to time. --

for the Debentures as specified in

-- 1956 ("1956

plicable, the notified provisions of the Companies Act, 3 ("2013 Act").

mean the terms and conditions pertaining to the

Private & Confidential - Not for ~ircdlation

Transaction Documents k or to be executed-iT{ I 1 relalion to the issuance of the Debentures as more 1

set out in Annexure 1. ---- ----

SECTION 2: NOT1 :E TO INVESTORS AND DISCLAIMERS

2.1 ISSUER'S DISCLAIMER I This Information Memorandum is neit a prospectus nor a statement in lieu of a prospectus and should not be construed to 11e a or a statement in lieu of a prospectus under the Companies Act. The issue of the be listed on the WDM segment of the BSE is being made strictly on a private Multiple copies hereof given to the same entity shall be deemed to be treated as such. This Information Memorandum to constitute an offer or invitation to subscribe to

As per the applicable provisions, it Memorandum1 Disclosure Document andlor approval. However pursuant to 2013 read with the Companies (Prospec:us of this Information Memorandum1 Privz.te

is not necessary for a copy of this Information to be filed or submitted to the SEBI for its review the provisions of Section 42 of the Companies Act

and Allotment of Securities) Rules, 2014, the copy Placement Offer Letter shall be filed with the ROC

This Information Memorandum has been Listing of Debt Securities) Regulations, RBI Circulars governing private Memorandum has been prepared solely Eligible Investors (as defined be:low) to to subscribe to the Debentures. This the information that any Eligible Memorandum has been prepared for and upon the express understantling that

and SEBl within the stipulated timeline7 under the Companies Act, 201 3 .

prepared in conformity with the SEBl (Issue and 2008 as amended from time to time and applicable

plac:ments of debentures by NBFCs. This Information to provide general information about the lssuer to the whom it is addressed and who are willing and eligible

Information Memorandum does not purport to contain all Knvestor may require. Further, this lnformation

informational purposes relating to this transaction only it will be used only Tor the purposes set forth herein.

Neither this Information Memorandum the Debentures is intended to lprovitie recipient of this Information

lor any other information supplied in connection with the basis of any credit or other evaluation and any

Memcrandum should not consider such receipt as a

The lssuer confirms that, as of the date documents incorporated by reference material in the context of the lssue and accurate in all such material respects. No or to make any representation not contained Memorandum or in any inaterial mad:: pursuant hereto and, if given or made, upon as having being authorized by the in this Infor~nation Memorandum andlo in conformity with the SEBI Debt List Allotment of Securities) Rule:;, 2014. statements made otherwise than in the 11. by or at the instance of the Issuer and other than this lnformation Memorandur-I

hereof, this Infor~nation Meinorandurn (including the .)erein, if any) contains all the information that is eegulatory requirements in relation to the lssue and is

person has been authorized to give any information or incorporated by reference in this In formation

available by the lssuer to any potential Investor :;uch information or representation must not be relied Issuer. The lssuer certifies that the disclosures made

- the Private Placement Offer Letter are adequate and ng Regulations and the Companies (Prospectus and Further, the Issuer accepts no responsibility for

formation Memorandum or any other material issued anyone placing reliance on any source of informati0.n , , ,, ...*

would be doing so at its own risk. , \ -; 1 l<..!j,'>.l, , . , '\,!r-,,\

. . , 1 . , ti\''.' ) ' ~ ' ~ l l i l ~ ~ y rDc!y.;;\

I-,>. A / s. , ;} 7 ,,,, b\,>/ .. ,,,,,, I...-_. .

recommendation to subscribe to any any Debentures should make its own affairs of the Issuer, and its own appraisal investors should consult their own the risks and investment consideration:; should possess the appropriate resourc:s such investment lo such Investor's particular

De:,entures. Each Investor contemplating subscription to independent investigation of the financial condition and

of the creditworthiness of the Issuer. Potential finaxial, legal, tax and other professional advisors as to

arising from an investment in the Debentures and to analyze such investment and the suitability of

circumstances.

This Information Memorandum, the Pr and thereof respectively are restricted addressed directly and specifically recipients are eligible to apply for the the relevant regulations/guidelines of this Information Memoranduln andlo. used only by those Investors to \whom it other person and should not be reproduc~:d

vate Placement Offer Letter and the contents hereof only for the intended recipient(s) who have been

through a communication by the Issuer and only such Debentures. All Investors are required to comply with

app1i::able to them for investing in this Issue. The contents the Private Placement Offer Letter are intended to be

is distributed. It is not intended for distribution to any by the recipient.

No invitation is being made to any along with this Information Melnoratitluln issued have been sent. Any application andlor the Private Placement Offer L,et:er without assigning any reason.

persons other than those to whom Application Forms and the Private Placement Offer Letter being

by a person to whom the lnformation Memorandum has not been sent by the Issuer shall be rejected

The person who is in receipt of this Offer Letter shall not reproduce or distr public or to a third party regarding tlie recipient agrees to keep confidential all including, witliout limitation, the existence information related to the lssue or the parties in connection with the Issue. Placement Offer Letter may not be time witliout tlie prior written consen: promptly return all material received Memorandum) without retaining any Memorandum and/or the Private Placenent Issue, that recipient must promptly retu Placement Offer Letter and all reprodictioiis information, statement, notice, opinio~ supplied at any time in relation tl~ereto 01

Information Memorandum and/or the Private Placement bute in whole: or part or make any announcement in

contents hereof witliout tlie consent of the Issuer. The informatior) provided (or made available hereafter),

and terms of the Issue, any specific pricing amount or terms of any fees payable to us or other This lnformation Memorandurn and/or the Private

plio:ocopied, reproduced, or distributed to others at any of the Issuer. Upon request, the recipients will

from the Issuer (including this Infortnation copies hereof, If any recipient of this lnforlnation

Offer Letter decides not to participate in tlie .n this Information Memorandum and/or tlie I'rivate

whether in whole or in part and any other , memorandum, expression or forecast made or received in connection witli tlie lssue to tlie Issuer.

'flie Issuer does not undertake lo update Placement Offer Letter to reflect Melnorandum and/or tlie Private Placement witli respect to such subsequent events w

Neither the delivery of this Infclrmation Letter nor any sale of Debentures made representation or create any impllication Issuer since the date I~ereof,

DISCLAIMER CLAUSE OF' S OCK EXCIiANGES r

the Information Memorandum and/or the F'rivate subsequent cvents after the date of Information

Offer Letter and thus it should not be relied upon tliout first confirming its accuracy witli the Issuer.

Memorandu~n, andlor the Private Placement Offer hereafter shall, under any circumstances, constitute a that therc has been 110 change in the affairs of the

This Information Memorandum alndlor. the nor may it be used for or in connection jurisdiction in which such offer or solicitstion unlawful to make such an offer clr solicitation. of tlie Debentures or the distribution of' Placement Offer Letter in any jurisdictiou~ possession this lnformation Memorandur~ to observe any such restrictions. 'The Investors in tlie lssue on the strict understanding

Private Placement Offer Letter does not constitute, with, an offer or solicitation by anyone in any

is not authorized or to any person to whom it is No action is being taken to permit an offering

this lnforlnation Memorandum and/or ilic Private where such action is required. Persons into whose comes are required to inform themselves about and

Info~.tnation Memorandum is made available to potential that it is confidential.

2.3 DISCLAIMER CLAUSE OF iEBI i

As required, a copy of this Information the SEBI Debt Listing Regulations. It Information Memorandum to the BSE that this Information Memoranclum has does the BSE in any manner warrant, any of the contents of this Informatio-I Issuer's Debentures will be listed or wi take any responsibility for the soundnes:; promoters, its management or any scherie

As per the provisions of the SE131 Regulations, it is not stipulated that a copy 01'

this lr~formation Memorandum should not in any way be deemed or or vetted by SEBl and that this Issue is not recommended not take any responsibility either for the financial issued thereof is proposed

expressed in this this Information

of Allotment as

IVlemorandurn has been filed with the BSE in terms of is to be distinctly understood that submission of this

s~ou ld not it1 any way be deemed or construed to mean been reviewed, cleared, or approved by the BSE; nor

1:ertify or endorse the correctness or completeness of Memorandum, nor does the BSE warrant that the

I continue to be listed on the BSE; nor does the BSE of the financial and other conditions ofthe Issuer, its

or project of the Issuer.

2.4 DISCLAIMER IN RESPECT I F JURISDICTION I

2.5 DISCLAIMER IN RESPECT /IF RATING AGENCIES

This Issue is made in India to Investors Investors" of this Information Memorantiurn, Issuer. This Information Memorandum constitute an offer to sell or an invitation person to whom it is not specifically subject to the exclusive jurisdiction of tli:: Memorandum andlor the Private Plaeem::nt an invitation to subscribe to the Debenti wllom it is unlawful to make an offer or

Ratings are opinions on credit and are not recommendations to sanction, renew, disburse or recall the concerned or to buy, sell or hold any security. The Rating Agency has based its ratings obtained from sources believed by it to be accurate and reliable. The does not, however, guarantee the accuracy, adequacy or co~npleteness and is not responsible for any errors or omissions or for the information. Most entities whose bank facilitiesli~istruments have paid a credit rating fee, based on the amount and type of

as specified under the clause titled "Eligible who shall belllave been identified upfront by the

and/or the Private Placement Offer Letter does not to subscribe to Debentures offered hereby to any

addressed. Any clisputes arising out of this Issue will be courts and tribunals at New Delhi. This lnfor~nation

Offer Letter does not constitute an offer to sell or res herein, in any other jurisdiction to any person to nvitation in such jurisdiction.

The Debentures will be issued in has made arrar~gements with the Depositories for the issue form. Investors will have to hold the Debentures in of Depositories Act. The Issuer shall take to the beneficiary account ~naintained by will make the

SECTION 3: RISI< ACTORS f The following are the risks relating to Company, the Debentures and the market in general envisaged by the management of the Pote~itial investors should carefully consider

Private Placement Offer Letter for evaluating the Company and the Debentures before making any investment decision relating to the Company believes that the factors described below represent the investing in the Debentures, but does not represent that the of holding the Debentures are exhaustive. The to facilitate ease of reading and reference and of one risk factor over another.

elsewhere in this Information reach their own vicws prior to

making any investment decision.

3.1 REPAYMENT IS SUB;JEC'T '0 THE CREDIT RISK OF THE ISSUER. 1

3.2 THE SECONDARY MARKE ' FOR DEI3E:NTURES MAY BE ILLIQUID. 1

Potential investors sliould be aware tha: amount) and any other amounts that ma.,, credit risk of the Issuer. Potential invest:)rs satisfy their obligations under tlie composition, scheme of arrangement or by or against the Issuer, the payrnent of be substantially reduced or delayed.

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

receipt of the principal amount (i.e. the redemption be due in respect of tlie Debentures is subject to tlie

assume the risk that the Issuer will not be able to Debentures. In the event that bankruptcy proceedings or

similar proceedings to avert bankruptcy are instituted ;ums due on the Debentures may not be made or may

3.3 CREDIT RISK & RATING D IWNGRADE RISK I The Rating Agency has assigned the credit ratings to tlie Debentures. In tlie event of deterioration in the financial health o f t e Issuer, there is a possibility that the rating agency may downgrade the rating of the Deb ntures. In such cases, potential investors may incur losses on revaluation of their investm nt or make provisions towards sub-standardl non- performing investment as per their usual norms. I 3.4 CHANGES IN INTEREST TES MAY AFFECT TIIE PRICE OF NCDs. v All securities where a fixed rate of is offered, such as this Issue, are subject to price risk. 'The price of such securitie:; inversely with changes in prevailing interest rates, i.e. when interest rates rise, securities fall and when interest rates drop, the prices increase. The prices is a function of the existing coupon, days to maturity and the level of prevailing interest rates, Increased rates of interest, wliich andlor a growing economy, are likely to have a negative

3.5 TAX CONSIDERATIlONS A D LEGAL C:ONSIDERATIONS t Special tax considerations may apply to certain type{ of investors. Potential investors are urged to financial, legal, tax and to determine any financial, of this investment.

3.6 ACCOUNTING CONSIDER TIONS 4 Special accounting consideratiol~s may pply to certain types of taxpayers. Pote are urged to consult with their own counting advisors to determine investment.

3.7 SECURITY MAYBE INSLTF ICIENT TO REDEEM THE DEBEN I In the event that the Company is to meet its payment and other obligaltions towards Investors under the terms of the res, the Debenture 'Trustee may enforc the Security

other related documents. The lnve tors recovery in relation to the to (i) the market value of such sec 1 red property, (ii) finding a price sufficient to repay the pote

The value realised from the enfor

3.8 MATERIAL CHANGES IN SUBJECT COULD IMPAIR ' OR OTHER OBLIGA'I'IONS.

The Issuer is subject in Indian law, as well as to changes i regulations and Any changes in the regulato could adversely affect the or its future financial requiring a restructuring of or otherwise.

3.9 LEGALITY OF PURCHASE I Potential investors of the Debentures wi be responsible for the lawfulness of of the Debentures, whether under the of the jurisdiction of its jurisdiction in which it operates or for by that potential regulation or regulatory policy applicabl

3.10 POLITICAL AND ECONOM C RISK IN INDIA t

3.11 RISKS RELATED TO THE B SINESS OF THE ISSUER P I

The lssuer operates only within India the domestic market. As a result, it is

a i d , accordingly, all of its revenues are herived from hishly dependel~t on prevailing economic conditions in

(a) Mqjority of tlte Issuer', loans loans nrr o f B e ltiglt risk cntegory

lndia and its results of operatio~~s are significantly affected by factors influenci g the Indian

are unsecure~l and tile clients n/ rlteie unsecure~l and gtlre Ircucr is unable h) mntr

,

economy. An uncertain economic situalion, slowdown in economic growth., investrnent growth in the Indian economy could

operations and financial condition.

in India and globally, could resul in a further and consumption. A slowdown i the rate of

result in lower demand for credit and o her financial I products and services and higher default!;. sectors where the lssuer has a relat performance. Any such slowdown could

Any slowdown in the growth or vely higher exposure could

adversely affect its

non-performing loans in tlre future, or i/tlre Issuer's load loss reserves are insufficient to losses, tlrefinancinl condition nrl results of operations may be ‘/

I A majority of the lssucr's loa are unsecured and the clients of the6e unsecured loans are of the high risk There is uncertainty on the client's ability to fulfil its loan obligations as typically do not have bank accou ts or proper income proof be difficult to verify all client details ! and assess

credit quality loans can negative1 impact our results of operations. Y

I

The lssuer has various procedu s and process controls in place to miti' ate the risk. All group lending loans are pr vided under the Grameen Model and ased on the joint liability of the group. i i I I As at November 30, 2014, the NPA was 12.80 Lakhs on a gros{ portfolio of Rs. 22,562.76 Lakhs I securitized portfolio of Ips. 3 101.83 Lakhs). I

The Issuer cannot assure that it be able to effectively control and re uce the level of the NPAs of its Client amount of its reported NPAs may i t crease in the ! future as a result of Loans, and also due to factors beyo d its control,

is unaware of. If the Issue is unable to t loans, the results of its opergtions will be

!

I The current loan loss reserves o Issuer may not be adequate to cove an increase in the amount of IVPAs or deterioration in the overall cre it quality of b Client 1,oans. As a result, of its total loan portfolio det~riorates the Issuer may be required to loss reserves, which will addersely affect its financial condition and i ~ The members are poor and, as worsen or growth rates floods and droughts in precise method for

unable to control financial affected.

1

The Issuer's bu.siness o,oern fe.s n lnrge number of rural mrl senti urban hrrmche.~ ancl is exposed to inclurling frnlirl '

I

The Issuer is exposed to op risks, including fraud, pett embezzlement, as it handles a of cash due to high transactions. This could harm its its financial position. 1

I

As the Issuer handles a1 large of cash through a high volu e of small + transactions taking place in its the Issuer is exposed to the risv of fraud or other misconduct by its These risks are further ompounded ? due to the high level and responsibilities that the Issuer's business model of transactions proc ssed by the Issuer, certain may go unnoticed be ore they are

I Issuer discovers suph instances the law or with ts insurance - -.. recover any such

1 i

Private & Confidential - Not for Circula 'on I : upon automated systems to record and process

transactions may further the risk that technical system flaws Qr employee tampering or systems will result in losses that are difficult to detect.

Tlie Issuer maintains an internal udit process to ensure the operations team follows the defined procedures and any deviations to the operations staff arid management team. The Issuer a strong MIS system that has a wide range of data that can be used to and operational performance.

To mitigate the above risk, the maintains an internal audit process to ensure the operations team follows the procedures and reports any deviations to the operations staff and The Issuer also has a MIS system able to generate data to monitor financial and operational performance.

The loans given by the issuer fixed interest rate, and the tenor of the underlying asset has increased from one to two year which has provided stability to the portfolio and interest income also smoothened operating expense,

(d) Tlze I.ssuer is exposed to regulatory and concentration ofrisks

(c) Loans due within two yews and (I signijicmt reduction in decrease in its interest income

All of the loans the 1r;suer disbursement. The relatively Issuer's long-term interest incorre were for a longer term. In addition, from the lssuer upon maturity increases. The potential instabilitiy adversely affect the Issuer's resu

Due to the nature of its operati the Issuer is exposed to political, regulatory and concentration risks. The Issuer a mitigant to this is to expand its geographical reach and may consequently its operations to other states. If it is not effectively able to manage and expansion, it may lose m ~ n e y invested in such expansion, whiclr its business and results of operations.

account for almost all of tlre Issuer's interest irtcome, slzort term loans may result in a corre.rponlling

issucs are due within approximately two years of short-term nature of the Issuer's loans mgans that the

stream is less certain than if a portion of its loans the Issuer's customers may not obtaln new loans

of their existing loans, particularly if competition of the Issuer's interest income could materially and

1s of operations and financial position.

Large scale attrition, especially t the senior management level, can make it difficult for the lssuer to manage its busi ess. ,1 If the Issuer is not able to at otivate, integrate or retain qualified personnel at levels of experience that are y to maintain the Issuer's quality add reputation, it will be difficult for the manage its business and growth. The Issuer depends on the services of it ve officers and key employees for its continued operations and growth. [n p the Issuer's senior management has significant experience in the microfina ng and financial services industrieb. The loss of any of the Issuer's execu rs, key employees or senior managers could negatively affect its abilit e its business strategy, including its ability to manage its rapid growth. 's busitless is also dependent on its team of personnel who directly r elationships with its mernbers. The Issuer's business and profits woul sely if a substantial number of such personnel left the Issuer or became servicing its members over a period of time. The Issuer's future succe in large part on its ability to identify, attract and retain highly skilled I other personnel. Competition for individuals with such specialized kn perience is intense in this industry, and the Issuer may be unable to e, integrate or retain qualified personnel at ' -

essary to maintain its quality and reputation or to sustain or expand its The loss ol" the services of such personnel or the inability to identify, tain qualified personnel in the future would make it difficult for the t's business and growth and to meet key objectives.

(e) Tlze Issuer's business and of operations would be adversely affected by strikes, work stoppages or wage demands by employees

The employees are not currently unionized. However, there can be no assurance that they will not unionize in the ~ture. If the employees unionize, it may become difficult to maintain flexible lab )ur policies, and could result in high labour costs, which would adversely affect the Issuer's business and results of operations. I

(f) Tlte Issuer's insurance may not arleyuately protect it against losses. Successful claims that insurance coverage could harm the Issuer's results of operations position

of risks and losses for which the Issuer does not maintain insurance, such as to business interruption and natural disasters, because they are either insurance is not available to {he Issuer on acceptable terms. A one or more large claims against the Issuer that exceeds or results in changes in its insurance policies, the imposition of a larger deductible or affect the Issuer's business,

The Issuer maintains insurance believes are commensurate with The Issuer's insurance policies, certain circumstances ancl may be on coverage.

(g) Tlte Issuer requires cer,tain sta utory and regulatory crpprovals for con(1ucting its busines.~ and the failure to ohta n or retain tlzem in a timely manner, or at all, may arlversely axfect operations I

coverage of the type and in the amounts (hat it its operations and other general liability insurances. however, may not provide adequate coverage in subject to certain deductibles, exclusions and limits

NBFCs in India are subject t t regulation and supervision by the RBI. Pursuant to guidelines issued by the (circular dated August 3, 2012 and NBFC-MFI Directions) the Issuer is requ maintain its status as a NBFC- MFI in order to be eligible for categorization as ty sector advance for bank loans. See 'risk factor titled -Current Microfinan stry Challenges' for details. The Issuer requires certain approvals, licenses, ions and permissions for operating its business, including registration with I as a NBFC-MFI. Further, such approvals, licenses, registrations and ons must be maintainedlrenewed over time, applicable requirements ma and the Issuer may not be aware of or comply with all requirements all o , Additionally, the Issuer may neecl additional approvals from regulators t new insurance and other fee based products to its members. I n particular, s required to obtain a certificate of registration for carrying on business a FI that is sub-ject to numerous conditions. In addition, its branches are be registered under the relevant shops and establishments laws of which they are located. The shops and establishments laws reg e~nployment conditions, including working hours, holidays and leav compensation. If lhe Issuer fails to obtain or retain any of these apprc s, or renewals thereof, in a timely manner, or at all, its business may affected. If the Issuer fails to comply, or a regulator claims that it I d, with any of these conditions, the Issuer's certificate of registratior ded or cancelled and it shall not be able to carry on such activities. s to comply with the NBFT-MFI

Private & Confidential - Not for Circulal'u'on

and fails to maintain the status of loans from the Indian banking RBI Act, 1934 for non-cclmpliance.

'NE3FC-MFI, i t will not be eligible for priority sector se::tor and may also attract penal provisions under the

Private &

Set out in

STATEMENTS

SECTION 5: ELEGUL ATORY DISCLOSURES I The Information Memorandum is d in accordance with the provisions of SEBI Debt Listing Regulations and in this the Issuer has set out tlie details required as per Schedule I of tlie SEBI Debt

5.1 Documents Submitted to the E changes

The following documents have been / s be submitted to the BSE: (a) Memorandum and Articles of ciation of the Issuer and necessary resolution(s)

for the allotment of the Debent (b) Copy of last 3 (Three) years au (c) Statement containing panticula dates of, and parties to all material contracts and

agreements; (d) Copy of the resolution passe the shareholders of the Company at the Extra-

Ordinary General Meeting he1 une 30, 20 14, authorizing the issueloffer of non- convertible debentures by tlie

(e) Copy of the Board / Commi lution authorizing the borrowing and list of authorized signatories;

(f) Certified true copy of the re ssed by the Company at the Extra Ordinary General Meeting held on M 4 authorising the Company to borrow, upon such terms as the Board rnay to an aggregate limit of INR 750,00,00,000/- (Rupees Seven Hundred and

(g) An undertaking from the Iss necessary documents for the creation of the charge, including th be executed within the time frame prescribed in the relevanl r etc and the same would be i~ploaded on the website of the BSE, g days of execution of the same;

(11) Where applicable, an unde / consent from the prior credilor for a second or pari passu c l ~ vour of the trustees to {he proposed issue has been obtained; and

(i) Any other particulars or nized stock exchange may call for as it deems fit.

5.2 Documents Submitted to Debe ture Trustee 1 The following documents have been / sh I 1 be submitted to the Debenture Trustee: 21 (a) Memorandum and Articles of

for the allotment of the Dlebenturc:~; (b) Copy of last 3 (Three) years audi:ed (c) Statement containing particulars

agreements; (d) Latest audited / limited review

standalone financial information statement) and auditor qu~alificati:)ns,

(e) An undertaking to the ell'ect tha: securities, submit the details timelines as mentioned in Simplified No.SEBI/IMD/BOND/I/2009/1 time, for furnishing / publishing within 180 (One Hundn:d and year, submit a copy of the latest obliged to share the details Institutional Buyers' anti other Days of their specific request.

Association of the Issuer and liecessary resolution(s)

Annual Reports; of, dates of, and parties to all material contracts and

half yearly consolidated (wherever available) and :profit & loss statement, balance sheet and cash flow

if any. the lssuer would, until the redemption of the debt

me~tioned in point (d) above to the Trustce within the Listing Agreement issued by SEBI vide circular

1/05 dated May l I, 2009 as amended from time to ts half yearly/ annual result. Further, the lssuer shall

tighty) calendar days from the end of the financial annual report to the Trustee and the Trustee sCiall be submitted under this clause with all 'Qualified existing debenture-holders within 2 (two) Business --...

,.i~ :- I !!,?\ i /k ?

<> +j>3;j ,, Yr :-o>

-

Private & Confidential - Not for Circula 'on t 5.3 Name and

Name: Registered Office of Issuer:

Corporate Office of Issuer:

Compliance Officer of Issuer: 7 % e e p a k Madaan

TG~~DL 1 9 9 4 ~ ~ ~ 0 6 1287 Corporate Identification Number: 1 Phone No.: 3: 0 l I - 46646600

Contact Person: -xeepak Madaan

1 Website of Issuer: 1 w~w.fusionmicrofinance.com I 1 Auditors of the Issuer: ~ssoci%es LLP (KPMG)

4th Floor, Road 1 )A Trusteeship Limited dress: GDA 1-louse, Plot No. 85, Bhusari CoIony ight), Paud Road, Pune - 41 1 038

Registrar to the Issue:

- Credit Rating Agency of the Issue:

Services India Privatc Limited 13 AB Samhita Warehousing Complex, 2nd

Telephone Exchange Lane, Road, Sakinaka, Andheri (East)

--

8, 2nd Floor, Tower A

A brief summary of business / activities f the Issuer and its line of business I (a) Overview

Fusion Microfinance Private with the Reserve Bank of

Private & Confidential - Not for CircularYon

The Company's mission is "To'rovide ncJerprivileaed women with economic opportunities to transform the clualitv of their w'. he organisation is jointly promoted by Mr. Devesh Sachdev & Ashish Tewari. Mr. Devesh Sachdev is an XLRI Post Graduate with 19 year experience in the service industry. Mr. A hish Tewari-is an Economics, law and Management Graduate with over a decade of leadersh p experience in financial services organisation such as Development Credit Bank, GE and IClCI Bank. I Fusion is head quartered in New in the less penetrated area of Madhya Pradesh, Uttaranchal. D G . Fusion follows the Grammen model of Joint loan product. Fusion also offers a secured lending Fusion has raised equity from lncofin and

(b) Corporate Structure I Fusion Micro Finance Private L,imited has well established organisation structure covering Head office, State office & In the Head office the functional team that is Operation, Human Resource & Account, Information Technology, Internal Audit, legal & Secretarial & these term headed by chief functionary of Fusion Micro finance Private

I I

SOCIAL

ACCOUNTS

FINANCE h ACCOUNTS(3)

I BRANCH I I

Total Debt 1 1 19.29 55.06 1 1 1 0 . 2 g

(c) Key Operational and Financia Parameters for the last 3 audited years (Rs. Crores)

Private & Confidential - Not for Circula 'on t - Current maturities of long term Borrowin

1 Net Fixed Assets

Non-Current Assets

Cash and Cash equivalents 7.33 25.34

Current investments 2.46 20.79 2.29

Current Assets I 1 LA: 1 6.00 1 5.63 1 Current liabilities 3.44 8.20

Assets Under Management Off balance sheet assets

10.03 1, y:. 1 Inter;t In;me

, 1 , , 1 ::3; , 1 5,46 , 1 Interest Ex ense Provisioning & write Offs 0.35 0.1:L

-- 0.78

I PAT I 1 0.15 1 0.28 1 3.01 1 1 Gross NPA (%) 1 1 0.00% 1 0.03% 1 0.00% 1 I \\let NPA ( ~ 6 ) I I 0.00% 1 0.00% 1 0.00% 1

Adequacy Ratio (%) 28.45%

Tier [I Capital Adequacy Ratio (%)

Gross Debt: Equity Ratio of thc Corn ny (As of November 30,20 14): Beforethe issue of debt securities -- -4 3.68 1 1 After the issue of debt securities --I 14.15 2

Calculations

As on November 30, 2014 --

Equity DebtIEauitv

Subsequent to the issue, d e b t - t o - e w r io shall be calculated as follows:- [ Debt +--- l,98 1,460,683-1

(d) Project cost and means of fina cing, in case of funding new projects: It Not Applicable

(a) Details of Share Capital as on Iwt quarter end i.e. September 30,2014: t

5.4 Brief history of Issuer since activities:

its incorporation giving details of its following

Authorised capital

Share Total Share No. of S bares

INR Crores Crores 10

Private & Confidential - Not for Circula ion

Issued, subscribed and 10 (-- paid-up capital

(b) Changes in its capital structure a on last quarter end i.e. September 30, 2014, for the last five years: Nil 1

Date of Change (AGMIEGM) 24:12.2009

- . .

-- , . , . . , , I'articulars

The Authorized Share capital of the Company was increased from Us. 50,00,0001- (Rupees Fifty Lakh only) to Rs.2,00,00,0001- (Rupees Two Crore) in the Extraordinary General Meeting held on 24.12.2009.

-- The Authorized Share capital of the Company was increased Rs.2,00,00,0001- (Rupees Two Crore) to Rs. 6,00,00,000/- (Rupees Six Crore only) in the Extraordinary General Meeting held on 05.04.20 10.

- -.

The Authorized Share capital of the Company was increased from Rs. 6,00,00,0001- (Rupees Six Crore only) to Rs. 12,00,00,0001- (Rupees Twelve Crore only) in the Extraordinary General Meeting held on 2 1.03.20 1 1 .

- The Authorized Share capital of the Company was increased from Rs. 12,00,00,0001- (Rupees Twelve Crore only) to Rs. 22,00,00,000/- (Rupees Twenty Two Crore only) in the Extraordinary General Meeting held on 30.06.2014.

(c) Equity Share Capital History September 30,2014, for the las:

of the Company as on the last quarter end i.e five years:

Cumulat ive share premium (h -1

allotment shares on equity shares holder issued r,1 Tewari 50.4; I 11-1 5.04,OOO

16-02-2010 24,600 2,46,000 Mittal

Cumulative paid up share

capital (in -1

1 6 - 1 , , ' 7 , 1 750,000

Praveen 18-02-20 10 Choudhar 5,00,000

Equity

Equity

150,000.00

200,000.00

50,400.00

75,000 00

1,500,000

20,00,000

5,04,000

7,50,000

Private & Confidential - Not for Circula 1 ion

Sachdev

24-06-20 14 Ash'sh Tewari 15 , , 1,7 13 -b - / - i ,517 ,130 . Equity 5,228,527 52,285,270

Private & Confidential - Not for Circula

(d) Details of any Acquisition or ~ T l ~ a m a t i o n in the last I (one) year: NA

i'on

(e) Details of any Reorganization o Reconstruction in the last I (one) year: NA I 5.5 Details of the shareholding o the Company as on the latest quarter end, i.e.

September 30,20 14:

any as on last quarter end, i.e. September 30 , 2 0 14

--- Total No of No. of Shares in Demat Particulars a O/O of total no. of

4 .3 8% 1.64% 1.93% 1.28% 0.96(!'0 0.29'Yo

Nil 0.39% 1.03'Yo

Nil 0.32%

0.16°!~ 0.32%, 0.16%) 0.32% 0.51°/o

1 Chauhan (HUF) 0.16% 22 Soniya Vikrant Bhagwat 25,000 Nil - -- 0. 1 6% 23 Sawant Jayram Vishnu Nil 0.16% 24 Diwan Chand Nil 0.16% 25 Ravi Nagpal 25,000 Nil 0. 16% - 26 Sridhar Kuchibhottla 25,000 Nil 0.16% 27 Anil Bholla 50,000 Nil 0.32% - 28 Anju Bholla 50,000 Nil 0.32%) 29 Kapil Juneja - 25,000 Nil 0.16% 30 Pooja Chib 0.16'%) 3 1 Suresh Chand Jain 32 Shobhna Ganesh Deodhar 33 Geetanjali Sharma 25,000 34 NMI Frontier Fund 35 Fusion Employee Benefit T s t 1.85%)

TOTAL 100.00%

No Name f Share Holders Share Value % of qkargholding 1 N A N A , ,:I (WZ?,,

I

8 - 1. -'"qC'\ r \ ( 1 1 ~ ~ I r l , , \'.. ,\

1 1 , TOTAL -

N A N A

Notes: Details of shares pledged or encu bered by the promoters (if any): None 7 (b) List of top 10 holders a'f equi sllares of the Company as on the latest quarter

end, i.e. September 30,2014 't I Name of the of shares in Total Shareholding as a O/O of total no of

S.No. shareholders demat form equity shares

--

1 RIF North 2 ( Incofin) 42 .97% - 31 .14%

3 Devesh S a c h d e v 6 .71%

4 Ashish Tewari 4.38% 1 .9 3O/o -

Fus ion Employee Benefit 1.85% T r u s t

7 Payal Mittal Tewari 1 .64%

8 Atma R a m - 1.28%

9 Praveen C h o u d h a r y Nil 1 .03% - 10 A n k u r S ingha l Nil 0 .96% -

TOTAL Nil 93.86O/0

5.6 Following details regartling th directors of the Company: I (a) Details of current direc:tors of he Company: t

Name o f Director,

This table sets out the details regarding Information Memorandum:

MR. DEVESH 1 1 SACHDEV

thc Company's Board of Directors as on date of the

1 MR. ASI-IISH 1 TEWARl

I

Designat ion,

CEO & Director

COO & Director

Nominee Director

Independ ent

Director

~ a t e o f appointm

e n t

0511 1 /20 0 9

Address --

A-24712, PHASE- I , ASHOK VIHAR, DELHI, 1 10052, Delhi, INDIA

C-604, PARK VEIW CITY 1 SECTOR-48 SOHNA ROAD, GURGAON, 122018, Haryana, INDIA -

TVH Lumbini Square, Flat # 7102, 127- A,Bricklin Road, Purasawalkarn, Chennai - 600007, Tamil Nadu, India

- FLAT NO. 6031604, B WING, SEAWOOD GARDEN,, PLOT NO. 4 , SECTOR 17, SANPADA, N AVI MUMBAI, 400705,

Details o f Directorship -

Fusion Saksham Development Foundation, Samarth Financial Consultancy Pvt. Ltd. Fusion SaJtsham Development Foundation, Samarth Financial Consultancy Pvt. Ltd.

Asomi Finance Private Limited, Grameen Financial Services Private Limited, Hope Microcredit T' inance Private Limited, Armari Financial Services Limited, lncofin South Asia Advisory I Pr~vate Limited, Annapurna Microfinance Private Limited, Namra Finance Limited

/ None

OSLO 048 1

*Company to disclose name of r.he nt directors who arc appearing in the RBI defaulter list andlor ECGC default list, if any:

(b) Details of change in directors si ce last three years: None 1 5.7 Following details regarding th auditors of the Company: t

*the company has appointed MIS. B S R &, LLP in place of M/s. B S K & Co, Chartered Accountants in the extraordinary

(b) Details of change in auditors s nce last three years: NA I 5.8 Details of borrowings (of the C Impany, as on latest quarter ended : I

01s

Mahindra Finance Limlted

Ananya Finance Term Loan

Indian Overseas Bank Term Loan 20.

Repayment C:

lntellecash M~cro F~nance Network Com )any '---f-*-t 37. I0

I Dena Bank 1 1 550,00 1 407,41 1 30 M o ~ l t h ~ ~ 1 Maanaveeya Devp. Finance Fvt. Lid Term Loan

.- 2,550.00 1,479.17 l2 equal Qtrly ---

Bank of Maharashtra Term Loan .-

250.00 124.25 36 Month

8 IlrMR Capital Limited Term Loan I 1 4.925.00 / 2 , 4 5 7 l l I I 8 1 7.1

18 months

Term Loan 8 . 3 7 - x

Cm"

0 1

10 Oriental Bank of Commerce 1 36 Month ( 10. 1 1 Term / 400,OO ,

-- lnduslnd Bank Limited Term Ihan

--

IIDFC Bank Limited Term Loan

Corporation Bank Term Loan 5.1 .-

Reliance Capital Limited Vehicle Loan - ,

Private & Confidential - Not for Circula

(b) Details of Unsecured Loan Fac Xities: 1

ion

- -4- 1 T y p ~ - ~ ~ i o n e d Name of the leinder/ba k Repaymen facility Amount Sep -14

DateISched~

(c) Dekails of Non-Convertible De entures as of September 30,2014: I I I I

ICKA ( CBO111 1 731days 1 12.51% ICRA 1 Secured 'I Book Debts '1

1 - -

CBO IV t

(d) List of Top 10 Debenture Hol ers (as on September 30,2014): I

SIDBl

Sr. Security

No. Name of the Banlr Repayment Rc

. , , ' Name bf (Re. in lacs) . . ,

No,,, C! ,;: , , .:! .j, .,,: , . , , '., ' . , . . , . ~

30 Monlhs

88,000,000 ' 100,000,000

Limited p b m ~ m ~ ~

100.00

Dc

11

11

11

- 729 Days Mahindra & Mahindra Finance

-- 731 days Ratnakar Bank Limited CBO - IV

913 Days -

Total-C 2,630.00 2,490.00 --

Note : Top 10 holders' (in alue terms, on cun~i~lative basis for all outstanding debenture issues) details shoul

Monthly

1 1.88O/0

Collateral

0.00%

0.00%

- 0.00%

(e) The amount of corporate gu rantee issued by the Issuer along with name of the counterparty (like name of he subsidiary, JV entity, group company, etc) on behalf of whom it has been is ucd. 1

i i O 4 2 0 1 1 1 1000.00 July 3 1.2014 Jan 01. A- (SO) hy ICRA Secured Book Dcbls

2017

The Company has not .issued a y corporate guarantee for any third party as at September 30,20 14. f

( f ) Details of Commercia~l Pape : I The Issuer has not issued any Paper as at September

Private & Confidential - Not for Cir ulation I (g) Details of rest of the bo (if any includir~g hybrid debt like FCCB,

Optionally Convertible I Preference Shares ) as on September 30, 2014: NIL

(h) Details of all defauli:/s and/ r delay in payments of interest and principal of any kind of term loans, debt s curities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years: NIL i

( i ) Details of any outstanding taken 1 debt securities issued where taken I issued (i) for cash, whether in whole o r part, (ii) at a

of an option: NIL

5.9 Details of Promoters of the ::ompany: 1

5.10 Abridged version of the udited Consolidated ant1 Standalone Financial Information (like Profit a Loss statement, Balance Sheet and Cash Flow statement) for a t least last years and auditor quelifications, if any.

[Note: Financial information Submitted rnust be in line with the timelines specified in

Profit and Loss Statement (INIZ

Interest Income 24.89

I Less: Interest Exoenses I 1 1.92 1 5.46 ( 9.81 ( 1 ~ e t Interest Income 1 1 4.86 5.34 1 15.07 1 - I Other Income ( 1 0.07 1 0.06 1 0.08 1

Total lncome 4.93 5.40 Operating Expenses

Provisions & Write Offs

Operating Profit

Depreciation 0.21

Profit Before Tax 0.14

Provisions for tax (0.02) (0.01)

Profit After Tax 0.15 0.28 3.01

Total Debt

5.11 Abridged version of Latest A ditedl Limited Review Half Yearly Consolidated and Standalone Finaricial Info mation and auditors qualifications, if any. t

Current Liabilities+ Provisions -.

Total Outside Liabilities ( B )

Total Liabilities ( A + B )

Fixed assets (Net) -

Investments - -. Gross Advances

Less : Managed Portfolio

Net Loan Outstanding Cash Bank Balance - Non Current assets -- Other current assets ---- Deferred Tax Assets

Intangible Assets

Other Long Term Assets -- Total Assets --.-

[Note: Financial information su mitted must be in line with the timelines specified in the Sinzplified Li:;ting f agree men^, issued vide Circular no.

Revenue from Operations

-

?

1.19

20.48

32.84

0.22

2.46 --- 37.24 --- - 15.45

21.79

2.24

4.68

- 1.19

0.06

0.13

0.07

32.84

Total Revenue - --

Expenses: .

Operating expenses -.- Employee benefits expense .

Finance costs . - Depreciation and amortisation Other expenses

Total expenses Profit / (I .oss) for the period before Tax

- Current tax

- Deferred tax expense/(benefit) --

- Prior period taxcs

Profit after tax

20.56 -- 59.37 --- 80.46 - 0.25

20.79 - 56.76 ---- 15.32

41.44 -- 7.33 -- 4.14

I 6.00

0.12 ---- 0.05

0.35 --

80.46

-

---

-

-

. --

. -

. -

. -

. --

26.71

120.73

144.83

1.23

2.29

137.79

35.03

102.76

25.34

6.90 ------ 5 63

0.45

0.07 --

0.16

1 4 4 . q

24.96 ----

-. l.18 --- - €1.71 ----- 9.81 ---- 0.38

2.45 --- 20.53 ----

.------ 4.43 1.76 -

(0.33) ___-___-_i

---- 3.01

__---A

Private & Confidential - Not for Cir ulation 1 Shareholder's funds

Share capital I Reserves and surplus

Non-current Liabilities

Long-term borrowings

Long-term provisions --- Other long term liabilities

Current liabilities I Other current liabilities I 1 85.05 I

Short-term provisions - l - L 0 . 8 4 d I Total I 1 144-83 --

ASSETS --LA-- A I Non-current assets )._I--- 1 1 Fixed assets

---- Deferred tax assets, net 0.45

-1 ' Long-term loans and advances

Other non-current assets

I Current assets I I I Current investments Cash and bank balances

Gross loan portfolio 137.79

Less : Managed portfolio (35.03) --- Loan ~ortfolio 102.76

Short-term loans and advances

Other current assets

Total 144.83

5.12 Any material event/ dev lopment or change having implications on the financialslcredit quality (e. . any material regulatory proceedings against the Issuer/promoters, tax litig tions resulting in material liabilities, corporate restructuring event ~etc) at he time of Issue which may affect the issue o r the investor's decision to, invest continue to invest in the debt securities. i 'The Issuer hereby declares at there has been no material event, development or change at the time of issue m 1.he position as on the date hereof, which may affect the Issue or the 1nvest.or's to invest1 continue to invest in the debt securities of the Issuer.

5.13 Names of the Debentures Tr lstees and Consents thereof I ?'he Debenture Trustee of proposed Debentures i:j GDA Trusteeship Limited. GDA Trusteeship Limited given its written consent for its appointment as debenture trustee to the inclusion of its name in the form and

which it appears in this formation Memorandum and in all the subsequent periodical communications to the Debenture Holders. 'The consent letter from Debenture Trustee is Annexure I11 of this Information Memorandum.

5.14 Rating and Rating Itationa e 1 The Rating Agency has a signed ratings of "ICRA BBB-" to the Debentures. Instruments with this ratin are considered to have moderate degree of safety regarding timely servicing o financial obligations. Such instruments carry moderate credit risk. I

5.15 If the security is backed by a guarantee o r letter of comfort o r any other document / letter with sim la r intent, a copy of the same shall be disclosed. In case such documen~t does ot contain detailed payment s t ructure (procedure of invocation of guarantee a ~d receipt of payment by the investor along with timelines), the same shall b disclosed in the offer document. i Not applicable.

5.16 Names of all the recogni ed stock exchanges where the debt securities a r e proposed to be listed: t The Debentures are propos to be listed on the W1)M segment of the BSE. The Issuer shall comply with of the listing agreement for debt securities to the extent applicable basis. The in-principle approval of the BSE has been obtainled

5.17 Other details:

(a) Debenture Redemption R e erve Creation: t As per Section 7 1 of the 201 Act, any company that intends to issue debentures must create a debenture redempti n reserve to which adequate amounts shall be credited out of the profits of the com any until the redemption of the debentures. However, at present under the Clompani :s (Issuance of Share Capital and Debentures) Rules, 2014, non-banking financial companies are exempt from this requirement in respect of privately placed debentu es. Pursuant to this exemption, the Company does not presently intend to create an reserve funds for the redemption of the Debentures. I

(b) Issue / instrument specific egulations: t The Issue of Debentures sh be in conformity with the applicable provisions of the Colnpanies Act including notified rules thereunder and the SEBI Debt Listing Regulations.

(c) Application process::

The application process for he Issue is as provided in Section 7 of this Information Memorandum. 1

5.18 A statement containing p rticulars of the dates of, arid parties to all material contracts, agreements: /I

The following contracts, no1 being carried on by the Company or entered

contracts entered into in the ordinary course of business into more than 2 (Two) years before the date

Information Memorandum, which ar or may be deemed material, have been entered into by the Company.

The contracts and documents referred to hereunder are material to the Issue, may be inspected at the registered office of the Compan between 10.00 am to 4.00 prn on working days. I

5.19 Details of Debt Securities S ught to be Issued 1 Under the purview of the current cument, the Issuer intends to raise an amount of Rs. 22,00,00,000/- (Rupees Twenty o Crores only) by issue of Secured Rated Listed Redeemable 1Von-Convertible ~res, on a private placement basis.

For further details of the Debentu I:S, please refer to the terms and conditions of the debentures set out in Section !j.22 o f t is Information Memorandum. 1 5.20 Issue Size I The aggregate issue size for the D bentures is. Rs. 22,00,00,000/- (Rupees Twenty Two Crores only).

5.21 Utilization of the Isslue Proc .eds t The proceeds shall be used for lo portfolio growth of the C:ompany sub-ject to such restrictions as the parties may have upon and shall not be utilised for the purposes mentioned below.

The Issuer undertakes that thce ds of this Issue shall be utilized for the deployment of funds on its own balance not to facilitate resource requests of its group entitieslparent companylassociates.

The lssuer undertakes that proceed of this lssue shall not be utilized for the following purposes as specified in the RBI Mas er Circular No. DBOD.BP.B<~.No.6/21.04.172120 13-14 dated July I , 20 13: 1 1 ) Bills discounted / redisco~~nted NBFCs, except for rediscounting of bills discounted by

NBFCs arising out of: ial vehicles (including light commercial vehicles) and two wheeler and three ehicles, subject to the following conditions: The bills should have been anufacturer on dealers only; The bills should represent

Private & Confidential - Not for Cir ulation f Before rediscounting the bill bona fides and track record of NBFCs which have discounted the bills would be

2) Investments of NBFCs both o f t and long-term nature, in any company / entity by way of shares, debentures, etc ver, Stock Broking Companies may be provided need-based credit against share bentures held by them a s stock-in-trade.

3) Unsecured loans / inter-corpor its by NBFCs to / in any company. 4) All types of Ioans and adva BFCs to their subsidiaries, group companies /

entities. 5) Finance to NBFCs for furth to individuals for subscribing to Initial Public

Offerings (IPO) and for purch s from secondary market

5.22 Issue Details 1 Security Name I

--

--

Nature of Instrument Debentures

1 Seniority

I Mode of Issue I ~rbvate placement I in Clause 7.14 below --

Listing are to be listed on the WDM of Bombay Stock Exchange w' hi11 a maximum period of' 15 (Fifteen) calendar days from the D emed Date of Allotment. f

the event of the Issuer's failure to do so, to the extent that any benture Holders are Foreign lnstitutional Investors or sub-accounts Foreign lnstitutional Investors, or Qualified Foreign Investors, the uer shall immediately redeem iiny and all Debentures which are

by such Foreign lnstitutional Investor(s) or such sub-account(s) of lnstitutional Investor(s) or Qualified Foreign Investors.

case of delay in listing of the debt securities beyond 20 (Twenty) lendar days from the Deemed Date of Allotment, the Issuer will pay nal interest of at least I % p.a. over the Coupon Rate from the piry of 30 (Thirty) calendar days from the Deemed Date of lotment till the listing of such Debentures

1 Rating of Instrument I I I (Rupees Twenty Two Crores only)

Option to retain oversubscriptic~n

1 Objects of the lssue T raise senior secured debt 1.0 the extent upto Rs. 22,00,00,0001- 1- 1 d upees Twenty Two Crores only) Details of the utilization of the Proceeds

Coupon Rate

Step Up1 Step Down Coupon Rate

T e issue proceeds will be utilized for providing debt financing for e panding the loan portfolio of the Issuer.

% (Fifteen Percent) per annum payable semi-annually until the C )upon Reset Date, (gross of wilhholding taxes) and subject to the o ligation ofthe Issuer as provided for in Section 7.25 of the IM i --

I Coupon Payment Frequency I ~ & m i - ~ n n u a l l y I Coupon Payment Dates mi-annually on Sunc I6 and Occernber 16, of every calendar year until

Coupon Type --

,.. -- . ,

I Exercise DateICoupon Reset Dale I ~$c;ember 16. 201 6

Day Count Basis - lnterest on Application Money

. , - Default Interest Rate

Ac ual I365 (or 366 in the case of a leap year)

15 o (Fifteen Per cent) per annum gross of withholding taxes -- In lie event of a payment default of the amounts due under this Issue or Iny other Event of Default (whether by way of acceleration, at ma urity or otherwise), the Issuer shall pay an additional 5% (Five Pe ;ent) per annum over and above the applicable Coupon Rate on the out .tanding principal amount of the Debentures, calculated from the dat : of the occurrence of the default until such default is cured or the De entures are redeemed pursuant to such default. as applicable. I-

Prepayment Penalty of early redemption of the Issue at the instance of the Issuer, on 1 other than the Due Date and not arising due to an Event of the Issuer shall pay a penalty of 5% (Five Percent) on the

1 1 pribcipa~ amount repaid. Prepayment shall be subject to the consent of 1 1 I the1 Majority Debenture-Holders which consent shall not be 1 1 1 und:asonably withheld provided that the lssucr has given the 1 1 1 ~eben tu re Trustee and the Debenture Holders at least 15 (Fifteen) 1

Coupon Reset Process

days written notice prior to the date of such prepayment. Any repayment shall be sub.ject to the applicable RBI guidelines. --

rnay be reset by the Debenture to obtaining the approval of the Majority Debenture

shall be provided at least 15 (Fifteen) to the Coupon Reset Date. The Debenture Trustee the new C o ~ ~ p o n Rate, so determined, to the Issuer calendar days prior to the Coupon Reset Date. notice for the C:oupon Reset, the Company shall

Delay Penalty

I

Tenor

I cod1:inue to have the right to exercise the Call Option. I In he case of a delay in the execution of Debenture Trust Deed and the Dc d of Hypothecation, the Issuer shall refund thc subscription with the agreed rate of interest or shall pay penalty interest of 5% (Five Pe :ent) per annum over the and above the applicable Coupon Rate unt I such time the conditions have been complied with at the option of the Investor. -- 48 (Forty Eight) months fiom the Deemed Date of Allotment i

1 Redem~tion Date I ~ e k e m b e r 16.20 18 I Redemption Amount (Rupees Ten Lakhs Only) per Debenture on the 1

plus accrued Coupon if any.

Redemption Premium/ Discount

Issue Price Ten Lakhs Only) per Debenture --

Discount at which security issued and the effective yield as a result of such discount

Put Option Date

Put Option Price Fp to the face value of all the Debentures being 4 due and payable and other unpaid interests as

Call Option Date

Call Option Price to the face value of all the due and payable and other unpaid interests as on the date of

Put Notification Time Debenture-Holder is desirous of Holders shall provide notice in the Debenture Trustee) at

- --- ndar days prior to the Exercise Date. 1

- Call Notification Time

- Face Value

receipt of the notice, the lssuer shall compulsorily redeem the identified in the notice on the relevant Put Option Date by

to the relevant Debenture Holders, the outstanding Debentures (identified in the notice) and accrued

--- - desirous of exercising the Call Option, the

to the Debenture Trustee in relation to at least 15 (fifteen) calcndar days prior to

issuance o f the notice, the Issuer shall compulsorily redeem the (or part thereof) identified in the notice on the relevant

Date by making payment to the relevant Debenture outstanding face value o f the said Debentures (or part

in the notice) and accrued Coupon in relation

Rs. 110,00,000/- (Rupees Ten Lakhs Only) per Debenture

Minimum Application size and in multiples of - thereafter - Issue Timing

3 ? ebentures and in multiples o f 1 Debenture thereafter

Iss 1: Opening Date: December 22,2014 [SS : Closing Date: Decen1ber24,20 14 Pay in Dates: December 22,20 14 to December 24,20 14 De ~ned Date o f Allotment: December 24, 2014 -r-

---

Depositories

Business Day

Business Day Convention

1 1 day/ l f the redemption date/exercise date/ maturity date (also being the 1 payment date) of the Debentures falls on a day that i s not a I

the redemption proceeds shall be paid on the 1

Record Date

Security

preceding working (lay. --- determining the Debenture Holders the amounts due on any Due Date, (fifteen) calendar days prior to any

by a charge created by the Issuer in favour (for the benefit o f the Debenture Holders) ranking charge by way of hypothecation.

Compilny as follows :

1 1 ~ roA-I the Deemed Date o f Allotment, the charge shall be created over 1 1 / spedific loan receivables / book debt, present and future, representing I I 1 akdlnts due from the various borrowers o f the lssuer ("Hypothecated I

such that the value o f security shall be equal to 1.05 (One Point Zero Five) times the aggregate amount o f outstanding o f the Debentures ("Security Cover") with a cover o f at least --

Private & Confidential - Not for Cir ulation L the principal amounts arising out of the

Assets of the Issuer maintained over the principal under the Debentures. It is clarified that the be sufficient to cover the principal and coupon

under the Debentures at all times

T r: Issuer undertakes as follows: d To maintain the value of' Security Cover at all times during the period of the Issue;

) To register and perfect the security over the Hypothecated Assets by executing a duly stamped Deed of hypothecation ("Deed of Hypothecation") prior to the Deemed Date of Allotment and filing the relevant form immediately and no later than 15 (Fifteen) calendar days from the date of execution of the Deed of Hypothecation;

The charge over the Hypothecated Assets is to be created prior to the Deemed Date of Allotment. In the event the Security Cover is not created or has insufficiently created, the proceeds from the Issue are to be placed in an escrow account until the creation of security which shall be no later than one month from the Deemed Date of Allotment. In the event of failure to create the security within I (One) month, the monies are to be reimbursed to the Investors;

) Commencing from the Deemed Date of Allotment till the Maturity Date, to provide a list, on a monthly basis, of specific loan receivables / identified book debt to the Debenture Trustee and Debenture Holders over which charge is created and subsisting by way of hypothecation in favour of the Debenture Trustee (for the benefit of the Debenture Holders) and sufficient to maintain the Security Cover ("IMonthly Hypothecated Asset Report").

) Transaction Documents I ~ ( i i l l be as set out in Clause 6.1 below I

Conditions Subsequent to Disbursement

Conditions Precedent to Disbursement

I Events of Default I

I .

2.

1.

2. 3 .

4.

I Provisions related to Cross Del%ult I

Execution of Debenture Trustee Agreement, Deed of tlypothecation and Deber~ture Trust Deed Such other undertaking as may be required from the Company.

Filing of the relevant documents inter alia private placement offer letter, return of allotment etc. with the ROC within the timelines specified under the rules under the Companies Act, 20 13. Completion of listing of Debentures on BSE Filing of the relevant form with the ROC for the registration of charge over the Hypothecated Assets. Execution of any other documents as customary for transaction of a similar nature and size. 'The Issuer shall also obtain a legal opinion on the enforceability of the Transaction Documents.

of lndebtedness beyond the period of instrument or agreement under which

in the observance or performance of any agreement or to any lndebtedness the effect of which defhult or

the holder or holders notice or the passage

A) mentioned in Clause 6.7 below

or both would permit or cause) any such due prior to its stated maturity; or

I

/ / (4 due to any default or an event of default, any Indebtedness of the I I s rler is declared to be due and payable, or would permit to be prepaid ot er than by a regularly scheduled required prepayment, (whether or 1 A

I I no), such right shall have been waived) prior to the stated maturity I

dehtedness" means any obligation of the Issuer (whether incurred independent guarantor or as a surety) for the payment or

borrowed money, whether present or future, actual or

transaction for and on behalf of the

, Covenants --- Representation and warranties As mentioned in Clause 6.2 below

Illustration of Bond Cash flows Ki.rdly refer to Annexure VI of this Information Memorandum ----- Governing Law

exc:lusive jurisdiction of {:he courts in New Delhi. ---

'Thc Debentures and documentation will be governcd in i~ccordance with the laws of India and the parties submit to the

SECTION 6: TR NSACTION DOClJMENTS AND KEY TERMS "I 6.1 Transaction Documents

The following documents shall b executed in relation to the Issue ("Transaction Documents"): t (a) Debenture Trustee Agreem which will confirm the appointment of GDA

Trusteeship Limited as the Trustee ("Debenture Trustee Agreerncnt");

(b) Debenture Trust Deecl, which will set out the terms upon which the Debentures are being issued and shall include i:ht: represcntations and warranties and the covenants to be provided by the Issuer ("D benture Trust Deed"); I

(c) Deed of Hypothecatio~~ where will create an exclusive chargc by way of hypothecation over Assets in favour of the Debenture Trustee to secure its obligations in ("Deed of Hypothecation"); and

(d) Such other documents as agree I between the lssuer and the Debenture Trustee. I The Transaction Documents shall bee ecuted on or prior to the Issue Closing Date.

6.2 Representations and Warran ics of the Issuer t The Issuer hereby makes the following r :presentations and warranties and the same shall also be set out in the Transaction Docun~ents. i

(i) STATUS: l a. It is a company, duly registered and validly existing under the

laws of India. b. I t has the power to and carly on its business as it is being

conducted.

(ii) BINDING OBLIGATION i: 1 The obligations expressed t be assumed by it undcr the Transaction Documents are legal, valid, bincling and obligations.

(iii) NON-CONFLICT WITH ITHER OBLIGATIONS: 1 The entry into, and perfor ance by it of, and the transactions contemplated by, the Transaction Documents Ro not and will not conflict with: l

to it including but not limited to laws and laundering or terrorism financing and

b. its constitutional c. any agreement upon it or any of its assets.

(iv) POWER AND AUTHOR1 'Y: 1 It has the power to enter in action to authorise ils entry

o, and deliver, and has taken all necessary into, performance and delivery of, the Transaction . ....,.

;;?, !:j!y,(;%,, I

i;) l.)c:(/,i

I . ',$ / . .

' , . / .!

,,,, , ; ,,{?;?/"" i ,. . nC;/

Private & Confidential - Not for Ci :ulation r, (v) VALIDITY AND AD SSIRILITY IN EVIDENCE: 7

Documents to which it Transaction Documents.

All approvals, authori ations, consents, permits (third party, statutory or otherwise) required or de :irable: t

is a party and the transactions contemplated by those

and comply with its obligations in the

b. to make the

have been obtained or

(vi) NO DEFAULT: . I

(vii) PAR1 PASSU RANKIN : 9

No Event of Default has hereof or would reasonably performance of any Trans~ction the best of the Issuer's wliich constitutes (or whi:h the making of any determination of the foregoing, constitu:e) under any other agreemer any of its assets or which hereof.

Its payment obligations er the Transaction I>ocunlents rank at leastparipassu with the claims of all its other secured creditors, except for obligations mandatorily preferred applying to companies generally.

currently occurred and is continuing as on the date be expected to result from the execution or Documents or the issuance of the Debentures. To

knowledge, no other event or circumstance is outstanding would, with the lapse of time, the giving of notice,

under the relevant document or any combination a default or termination event (however described)

t or instrument which is binding on the Company or might have a Material Adverse Effect as on the date

(viii) NO PROCEEDINGS PE DING: T or administrative proceedings of or before any

if adversely determined, rnay have a Material Adverse best of its knowledge and belief) been started against it by the Company in its annual reports,

(ix) NO MISLEADIN(; INFO tMATION: I All information provided b tlie Issuer to the Debenture Holders for the purposes of this Issue is true and a curate in all material respects as at the date it was provided or as at the date (it any) on which it is stated. i

(x) COMPLIANCE: I The Company is lin with all laws for the performance of its obligations with including but not limited to environmental, social and to carry on their business.

(xi) ASSETS:

Except for the and encumbrances created and recorded wilh (available using CINIFCRNILLPINIFLLPIN:

011 the website

(xii) FINANCIAL STATEME VTS: I a. The Issucr's financial most recently supplied to the Trustee were

GAAP consistently applied save to the statements.

to the Trustee as of March its financial condition and

to the extent expressly

(xiii) SOLVENCY: I

6.3 AFFIRMATIVE COVIENAN S:- 1

i1. The lssuer is able to, they mature ant1 has no1 will not be deemed by meaning of the applica:)le

(i) LISTING I

2nd has not admitted its inability to, pay its debts as suspended making payment on any of its debts and it a court to be unable to pay its debts within the

laws, nor in any such case, will it become so in consequence of enterin

b. Tlie value of the asse is more than its respective liabilities

Take all steps necessary to $et tlie Debentures listed within 15 (Fifteen) calendar

(taking into account sufficient capital to carri

c. As on the date ihereof, taken any legal proceedings bankruptcy proceedings

days from tlie Deemed Dat? listing the Debentures beyord of Allotment the Issuer shall interest calculated on the facc the Coupon Rate from the Date of Allotment until the are not listed within 15 Allotment for any 1,eason Holders are Foreign lnst Institutional Investors or immediately rcdcem andlor Business Days of the expiry

contingent and prospective liabilities) and it has on its business.

he lssuer has not taken any corporate action nor has or other procedure or steps in relation to any

of Allotment. In case of a delay by the lssuer in 20 (Twenty) calendar days from the Deemed Date make payment the Debenture Holders of penal

value of the Debentures at the rate of 1% p.a, over expiry of 30 (Thirty) calendar days from the Deemed listing of tlie Debentures. In the event that the NCDs

(Fifteen) calendar days from the Deemed Date of whatsoever, then to the extent that any Debenture

tutional l~ivestors or sub-accounts of Foreign Q~alified Foreign Investors, the lssuer undertakes to

buyback any and all Debentures within 2 (two) of the Listing Period.

(ii) NOTICE OF WINIDING P OR OTHER LEGAL PROCESS Y Promptly infor~n the notice of' any application for winding up having been made or of winding up under the provisions of the Companies Act, any other act relating to winding up or otherwise of any intended to be filed or initiated against the Issuer properties of the Issuer or if a receiver is its properties or businesses or undertakings.

(iii) LOSS OR DAMAGE BY NCOVERED RISKS 7 Promptly inform the of any inaterial loss or significant damage which the Issuer may suffer force majeure circumstances SLICII as earthquake, flood, tempest or against which the Company may not have insured its properties.

(iv) ANTI-MONEY LAUNDE ING AND EXCLUSION LIST 7 (a) Not permit any of the ebenture proceeds to be used to fund any form of

violent political activity, terrorists or terrorist organizations, nor any money laundering process or s heme to disguise illegally obtained funds, nor any other criminal activity i cluding arms sales, drug trafficking, robbery, fraud or racketeering. :I

(b) Not permit any of the D benture proceeds to be used to fund any activity on the Exclusion List. 9 "Exclusion List" means product or activily deemcd international convention: ~ L I C I I as pharmaceuticals: PCB's, wildlife or produc:ts weapons and munitions, (excluding beer and wine), casinos and equivalent materials (this do'es not control (measuremcnt) asbestos fibers (this does cement sheeting where fishing in the marine production or activities labor, 10) harmful child significant volumles of hazardous chemicals other petroleum products), lands owned, or claimed full documeiited consent

Any activity including 1 ) production or trade in any illegal under host country laws or regulations or

and agreements, or subject to international bans, pesticideslherbicides, ozone depleting substances,

regulated under CITES, 2) protluction or trade in 3) production or trade in alcoholic beverages

4) production or trade in tobacco, 5) gambling, ..:nterprises, 6) production or trade in radioactive

apply to the purchase of medical equipment, quality equipment), 7) production or trade in unbonded

not apply to purchase and use of bonded asbestos t - ~ e asbestos content is less than 20%), 8) drift nct

etivi.onment using nets in exccss of 2.5 km, in length, 9) nvolving harmful or exploitative forms of forced libor, 1 1 ) production, trade, storage, or transport of

hrrzardous chemicals, or commercial scale usage of (ha7ardous chemicals include gasoline, kerosene, and

12) production or activities that impinge on the under adjudication, by indigenous peoples, without

of such peoples.

(v) COSTS AND EXPICNSES

Pay all costs, chargcs and e .penses in any way incurred by the Trustee towards protection of Debenture olders' interests, including travelling and other allowances and such taxes, utics, costs, charges and expenses in connection with or relating to the Debentur s subject to such expenses, costs or charges being approved in writing by the :;suer before they are incurred and shall not include any foreign travel costs. I

(vi) PRESERVE CORPORAT , STATUS f Diligently preserve and tain its corporate existence and status and all rights, contracts privileges, and concessions now held or hereafter acquired by it in the conduct of

(vii) I'AY STAMP DUTY

(viii) FURNISH INFORRlIATIO i TO TRUSTEE 1

l'ay all such stamp duty charges and penalties, if and the laws for the time being i l l

are executed, and in the event duties, taxes and penalties as be bound) to pay tlie same on demand;

(a) 'I'lie Issuer shall l'urnish uarterly report to the Trustee (as may be required in accordance with :SEBl g idclines) containing the following particulars -

(including any additional stamp duty), other duties, taxes, when the Issuer may be required to pay according to fc~rce in the state where the Transaction Documents of the Issuer failing to pay such stamp duty, other

aforesaid, the Trustee will be at liberty (but shall not aid the Issuer shall reimburse the same to the Trustee

(ix) TRANSFER OF UNCLAI ED REDEMPTION AMOUNTS t

Updated list of tl Details of tlie The number anc Holders and resolved A statement that the claims of the

(b) Promptly and expeditiou:,ly Debenture Iiolders. l 'h t co~nply witli tlie suggest from time to time, by the the compliance.

(c) Inform and provide the following:

notice of any event steps the Company any and all infortmat under the listing the Stock Exchange

e names and addresses of the Debenture tlolders. Coupon due, but unpaid and reasons thereof.

nature of grievances received from the Debenture by tlie Company.

the Hypotl~ecated Assets is sufficient to discharge Debenture Holders as and when they become due.

attend to and redress the grievances, if any, of the Issuer further undertakes that it shall promptly

ons and directions that may be given in this regard, Trustee and shall advise tlie Trustee periodically of

'l'rustee witli applicable documents i n respect of the

of default specifying tlie nature of such event and any i s taking and proposes to take to remedy the same on required to be provided to the Debenture Holders

agr:ernent to be entered into between the Company and on which the Debentures are proposed to be listed.

The Issuer shall coniply with relating to transfer of unclailsed

tlie applicable provisions of the Companies Act, 1 unpaid amounts of interest on Debentures

-..-.- .

redemption of Debentures tc 11-lvestor Education and Protection Fund (IEPF), if applicable to it. I 'The Issuer hereby fi~rther a rees and undertakes that during the currency of the Issue it shall abide b;y the delinesllisting requirements if any, issued from time to time by the SEBI/IRBI.

(x) FURTHER ASSURANCE, .i The Issuer shall: I

(xi) SECURITY

a. execute and/or do, at documents, instruments, as the Trustee may relation to enforcing or Trustee;

b. obtain, comply with the full force and effect all into and perform its ob validity, enforceability o *

c. comply with all laws, respect of the Debenturcs required from time to following (i) the Securit of Debt Securities) Regi during the currency of agreement entered into Debentures;

a. The Issue shall be secur in favour of the Debenture Trustee (for the benefit of the Debenture being a first ranking exclusive charge by way of hypothccation assets of the Company as follows.

th(:ir own expense, all such deeds, assurances, acts, matters and things, in such form and otherwise

reasonably or by law require or consider necessary in exercising any of the rights and authorities of the

terms of and do all that is necessary to maintain in a~~tliorisations necessary to enable it lawfully to enter

igations under this Issue or to ensure the legality, admissibility in evidence in India of this Issue;

rules, regulations and guidelines as applicable in and obtain such regulatory approvals as may be

..ime, including but not limited, in relation to the es and Exchange Board of India (Issue and Listing lations, 2008, as may be in force from time to time

the Debentures ; and (ii) the provisions of the listing by the Issuer with the BSE in relation to the

c. The Issuer under1:akes:

b. From the Deemed Date of loan receivables / book from the various borrowi:rs the value of security sh2.11 times the aggregate amcunt Debentures ("Security time maintained over the ("Principal Secu~rity

' shall be constituted out Hypothecated Assets o f t

I. to maintain the Security :over at all times, during the period of the Issue; I

Allotment, the charge shall be created over specific debt, present and filture, representing amounts due

of the Issuer ("Hypothecated Assets"), such that be equal to 1.05 (One Decirnal Point Zero Five)

of the outstanding principal and coupon of the Cover") with a Security Cover of at least 1.0 (One)

principal amount outstanding under the Debentures Correr"). It is clarified that the Principal Security Cover

of the principal amounts arising out of the .le Issuer.

11. to register and pc:rfect sccurity over the tlypothccatecl Assets by executing a duly stamped lDeed hypothecation ("Deed of Hypothecation") prior to the Deemed Date of tment and filing the relevant form immediately and no later than 15 ) calendar days from the date of execution of the

1V. Com~nencing from the t eelned Date of Allotment till the Maturity Date, to provide a list, on a ~ I O I thly basis, of specific loan receivables I identified book debt to the Debe rture Trustee and Debenture Holders over which charge is created and si bsisting by way of hypothecation in favour of the Debenture Trustee (for t e benefit of the Debenture Holders) and sufficient to maintain the Sec~~rity Co er ("Monthly Hypothecslted Asset Report"). i

Ill. The charge over the Date of Allotme:nt. I n insufficiently crt:ated, tt escrow account until the month from the Deemed the security within one Investors.

V. On and from the Date of Allotment and until the Maturity Date, the Company shall, on the Cover being diminished within 30 (thirty) calendar days, a.dd finance loan assets to the secured assets (under the Deed of so as to ~naintain the Security Cover.

Hyp:)thecated Assets is to be created prior to the Deemed t , ~ e event the Security Cover is not created or has

I: proceeds from the Issue are to be placed in an creation of security which shall be no later than one Date of Allotment. In the event of failure to create month, the monies are to be reimbursed to the

V1. The Company shall, on n half yearly basis, as also whenever required by the Trustee, give full partic lars to the Trustee of all the moveable assets of the charge from time to titn and shall fi~rnish and verify all statements, reports, returns, certificates and i rformation from time to time and as required by the 'rrustec and make furnis and execute all necessary documents to give effect to this security; and I

VI1. Nothing contained hereil and/ or the Debenture t guarantee obligation 01

Company to the 'Trustee

shall prejudice the rights or remedies of the Trustee olders in respect of any present or future security, decree for any indebtedness or liability of the

1nd1 or the Debenture Holders.

6.4 NEGATIVE COVENA1VTS:-

Without the prior written of the Trustee, the Company shall not take any action in relation to the in this Clause. The 'Trustee shall give its prior written approvalldissent Business Days after having received a request to give its request is accompanied by the relevant information Debenture Holders to make a conscious

of the Majority Debenture Holders

(i) CHANGE O F BUS:INESS

Change the general nature o its business from that which is permitted under the 'Non-Ballking Financial Co ipany-Micro Finance Institutions' directions issued by the RBI. E

(ii) CONSTITUTI0NA.L DO MENTS 'P Change its articles of incor )ration or organizational documents in any material way which would affect the interests of the Debenture kiolders.

(iii) DIVIDEND

its shareholders during any financial year unless it MoldersITrustee upto the date on which the

paid or has made satisfactory provisions be declared and/or paid only from

such dividend has been declared exists or is continuing or would

result therefrom.

(iv) MERGER, CONSOlLIDA ION, ETC. 1 Undertake or permit any erger, corisolidation, re-organisation, scheme of arrangement or con~promis with its creditors or shareholders or effect any scheme of amalgamation or :construction. t

(v) CHANGE OF CONTROL

Issue any additional interests and shall not have its existing shares or equity sold, pledged or otherwise encumbered, if such action holders of such existing shares arid equity

percent) of the total voting power and

lf the written consent of he Trustee/ the Majority Debenture Holder(s), is withheld for the proposed c iinge of control, the Company, upon the instructions of the Trustee shall redeem lie Debentures forthwith within 45 (Forty five) days of receiving such written ins ructions from the Trustee, and the lssuer shall pay a penalty of 5% (Five perce t) on the principal outstanding to the Debenture Holders. I

(vi) DISPOSAL OF ASSETS

Sell, transfer, or otl-~erwise of in any manner whatsoever any material assets of the Issuer., other ordinary course of business including any securitization / portfolio sal undertaken by the Issuer in its ordinary course of business.

6.5 FINANCIAL COVENANTS A D ADDITIONAL COVENANTS:- r

ing twelve months.

(i) 'I'he Issuer shall at all times maintain a ratio of the sum Loans plus Client Loans tha; months divided by the Percent).

(ii) The lssuer shall at a.ll times maintain a ratio of Loan Risk over 90 days plus (y) Percent).

(iii) 'I'he lssuer shall at all times maintain capital adequacy r; of at least 1 6% (Sixteen

(iv) 'I'he lssuer shall at zlll times maintain a ratio of Return on

until the redemption of all outstanding Debentures, :)f Portfolio At Risk over 30 days plus Restructured

have been charged off during the preceding twelve Oustanding Portfolio of not greater than 10% (Ten

until the redemption of all outstanding Debentures, Loss Reserves divided by the sum of (x) I'ortfolio at F.:estructured Loans greater than 100% (One Hundred

until the redemption of all outstanding Debentures, tio calculated as per the applicable RBI regulations

Percent.). until the redemption of all outstanding Debentures, Assets (net of donations) of greater than 0% over a

Private & Confidential - Not for Circuli

(v) 'The Issuer shall at all times Foreign-Currency Liabilitie: the long and the short positic

For the purpose of this aiforesaid

"Client Loan" means each loiin

"Loan Loss Reserves" nneans th that has been expensed ~(provisi,

"Outstanding Portfolio" meal Company's outstanding Client Client Loans, but not Client LI interest receivables and accrued

"Restructured Loans " means t repayment schedule has been through modifications of the pr

"Portfhlio ut Risk" shall mean that have one or more i.nstalme other expected payments past d

"Foreign Currency" means a ci

"Foreign-Currency Asset" me deposit, claim or other asset tha

" Foreign-Currency Liability" n deposit, claim or other liabilit provided that a loan payable currency of the Issuer clr that i domestic currency of the Issuer A loan payable in foreign arrangements will be considerel

6.6 REPORTING COVEN.4NTS

The Issuer shall provide or causl reasonably satisfactory to the l'r

(i) As soon as available and in end of each calendar montt provided by the Deb,enture to the Issue in form and sub!

(ii) As soon as available and in end of each quarterly report a format which shul! be y r such information rclevant tl Trustee required and in for~r

1 maintain a ratio of Foreign-Currency Assets minus divided by Equity of not greater than 50% for both

clause, the following definitions may be relied upon:

I nade by the Company as a lender

I : portion of the Company's portfolio of Client Loans I ned for) in anticipation of losses due to default.

the outstanding principal balance of all of the ,oms including current, delinquent and restructured ans that have been charged off. It does not include

total amount of Client I.,oans for which the initial iodified in favour of the Company's client, either

loan contract or through a new loan contract.

he outstanding principal amount of all Client Loans I ts of principal, interest, penalty interest, fees or any t e more than a specified number of days. i I ,rency other than the Indian National Rupee. I

ns any asset of the Issuer consisting of a loan, by its terms is payable in foreign currency.

to be provided to the Trustee, in form and substance :;tee, each of the following items:

:!/ i~ s

d

~ i y event within 20 (twenty) calendar days after the 1 the monthly reporting (in a format which shall be I older from time to time), such information relevant s ance satisfactory to the Trustee. I

reans any liability of the lssuer consisting of a loan, 1:liat by its terms is payable in foreign currency; foreign currency that i s indexed to the domestic

hcdged against exchange rate fluctuations with the ihall not be considered a Foreign-CIurrency Liability. currency that is hedged through back-to-back a Foreign-Currency Liability.

ny event within 20 (twenty) calendar days after the g period of the Company, the quarterly reporting (in ~ided by the Debenture tIolder from time to time), thc lssue in form and substance satisfactory to the

substance satisfactory to the Trustee.

(iv) As soon as available, ant1 i any event within 180 (One Hundred and Eighty) calendar days after the end o each fiscal year of the Company:

(iii) As soon as available and in change in the sharehlolding the changes with respect appropriate.

a. certified copies of its a standalone and consolidated (if any) financial statements for its most completed fiscal year, prepared in accordance with generally principles in its jurisdiction including its

of cash flow and a list comprising whether absolute or contingent.

to the Issue as the Trustee

any event within 30 (thirty) calendar days after any smcture of the Company, an updated report reflecting

to all of the Company's beneficial owners, as

(v) As soon as practicable, and any event within 5 (five) Business Days after the Company obtains actual notice of the occurrence of any event or circumstance that could expected to result in a Material Adverse Effect.

(vii) As soon as practicable, and n any event within 5 (five) Business Days after the Company obtains actual krio ledge thereof, notice of the occurrence of' any event which constitutes an Even1 o Default specifying the nature of such event and any steps the Company is taking nd proposes to take to remedy the same. i

(vi) As soon as practicable, and Company knew or received, other proceeding affecting tke adversely determined, could

(viii) As soon as practicablle, and i any event within five (5) Business Days after such prepayment, notice of any pr payment of any Indebtedness of the Company. f

n any event within 5 (five) Business Days after the notice of any dispute, litigation, investigation or Company or its property or operations, which, if

.esnlt in a Material Adverse Effect.

(ix) On or prior to the i:~"' (Tw.:ntietIi) day of each month a report certifying the calculation of financial cove ant ratios sct forth in this Information Memorandum for the prior month. I:

(x) No later than 30 calendar d of every quarter, a report from the Chartered the compliance by the Company with the applicable RBI assets, credit pricing, corporate governance and

(xi) The Company will permit th Trustee to examine the relevant books and records of the Company all upon rea.onable prior notice and at such reasonable times and intervals as the Trustee may reasonably request. i

(xii) The Company shall provide )r cause to be provided to the Trustee, in form and substance reasonably satisfa tory to the Trustee, such additional documents or information as the Trustee ay reasonably request from time to time in relation to the Issue. J

(xiii) Inform the Trustee of any Directors, which may amcunt (Substantial Acquisition of S

najor change in the con~position of its Board of to change in Control as defined in

]ares and Takeovers) Regulations, 201 1 .

-.-- -"

(xiv) The Issuer shall file with recognized stock exchange for dissemination, within one month from the ' half years September and March, a half- yearly communication, by the Trustee, containing inter-alia the following information:

( I ) credit rating; (11) asset cover available with a halfyc:arly certijicate regarding

maintenance of 105% in respect of the Debentures, by either a practicing company practicing chartered accountant, within one month from the

a certiJicczte of a practicing deb /-equity ratio;

and whether the

6.7 EVENTS OF DEFAULT

Each of the following shall Debentures and shall be set out i r

b. except for the event ained in clause 6.7(a), the breach of any covenant, and any other obligations such breach has continued

constitute an Event of Default with respect to the the Transaction Documents.

a. The Issuer does not piiy the Trust Deed (whether Debenture Holde:rs exercising in the currency in which is caused by administrat

on the Due Date(s) any amount payable pursuant to at scheduled maturity, by acceleration, as a result of

the Put Option or otherwise) at the place at and it is expressed to be payable, unless its failure to pay ve or technical error and payment is made within 7

d. Any representation or arranty made by the Issuer in any Transaction Document or it1 any ertificate, financial statement or other document delivered to the 'Trusteel Iebenture tiolders by the Issuer shall provc to have been incorrect, Ialse or misleading in any material respect when made or deemed made. i

c. The Issuer admits in wr suspends making paymet difficulties comniences r to rescheduling its

(Seven) Business Days o

t:ing its inability to pay its debts as they fall due or ts on any of its debts or by reason of actual financial egotiations with one or more creditors with a view

indebtedness;

' its due date;

e. If the Issuer, in regards lndebtedness beyond the agreement under which observance or p'erforma lndebtedness the effect cause or to permit the the giving of notlce or th: such Indebtedness to

o any Indebtedness: (A) defaults in any payment of period of grace if any, providecl in the instrument or

!;uch Indebtedness was created or (B) defaults in the Ice of any agreement or condition relating to any of which default or other event or condition is to

holder or holders of such lndebtedness to cause (with passage of time or both would permit or cause) any

be:ome due prior to its slated maturity; or (C) due to

Private & Confidential - Not for7 Circuli

to be due and pa:yable, o scheduled required prep waived) prior to the stak

f. There shall hav~: occur assets, liabilities., conditi since the date he:reof t h ~ Material Adverse Effect (Thirly) Business days.

i3. Any expropriation, alta any Asset or Assets of percent) of the total as (Thirty) calendar days 01

h. One or more judgtnen involving a liability (nc insurance com pamy), in' percent) of the total As either shall be final and stayed pending appeal fc

I. Any corporate action, le relation : (a) the suspension

winding-up, dis! voluntary arrani Company;

(b) composil:ion, cc creditor of the C

(c) the appointmenl respect of the arrangement wit

(d) enforcement of analogou~s proce

(e) any othe:r even, applicable law listed in clauses

j. 'This Information Memo or in part, becomes in enforceable obligation o

k. It is or becomes unlam under the Transaction C lssuer under any Transa or enforceable.

1. The Issuer repudiates 2

intention to repudiate ar

In. The value of the Hypotl Cover and Issuer fails timelines in tlie Deed of

. would permit to be prepaid other than by a regularly ~ayment, (whether or not such right shall have been :tl maturity thereof;

red a change in the business, operations, property, i:)n (financial or otherwise) or prospects of the Issuer ~t has resulted in a Material Adverse Effect and such has not been remedied or rectified for a period of 30

1 liment, sequestration, distress or execution affects the lssuer having an aggregate value of 5% (Five ets of tlie Issuer and is not discharged within 30

r as given in the said order.

!; or decrees shall be entered against the lssuer , t paid or not covered by a reputable and solvent ! ividually or in the aggregate, exceeding 5% (Five 1 ets of such person and such judgments or decrees I on-appealable or shall nol: be vacated, discharged or ) ariy period of 30 (Thirty) calendar days.

9 al proceedings or other procedure or step is taken in

;)f payments, a moratorium of any indebtedness, solution, adniinistratioti or reorganisation (by way of ;::merit, scheme of arrangement or otherwise) of the

~ndum or ariy other Transaction Document in whole idid or ceases to be a legally valid, binding and

~f the Issuer. ?

t

.I1

t

for the lssuer to perform any of its obligations and/or any obligation or obligations of the

are not or cease to be valid, binding

xnpromise, assignment or arrangement with any Iompany;

of a liquidator, receiver or similar other officer in Issuer, a composition, compromise, assignment or

any creditor of the Issuer, any security over any assets of the Issuer or any

:(lure or step is taken in any jurisdiction occurs or proceeding is instituted that under any

fifould have an effect analogous to any of the events (a), (b), (c) and (d) above.

y of the Transaction Documents, or evidences an of'the Transaction Documents.

Assets is insufficient to maintain the Security the Security Cover within the stipulated

n. Any of the failing to provide the security interests, intended to be created thereby

thereby), or such security under the Transaction unlawful, invalid or

unenforceable.

6.8 CONSEQUENCES OF EVEN 'S OF DEFAULT 7

(i) declare that all or par1 of the obligations be immediately due and payable, whereupon they shall beco e immediately due and payable; m

On and at any time after the Default at the request of the Company instructions of the Debenture to the Company, or (b) if the cure hereto upon the expiry of such provide a cure period, then forthvtith, and the parties mutually agree to mutually agreed cure period, the Holder(s):

(ii) accelerate the redemption of the Debentures; I

occu-rence of an Event of Default, unless such Event of is expressly waived by the Trustee acting on the

Holder(s), (a) upon the expiry of the cure period provided period provided is mutually extended by the Parties :xtended period or (c) where it is not practical to

or (d) where no cure period has been provided provide for a cure period, upon the expiry of such

Trustee shall if so directed by the Majority Debenture

(iii) enforce the charge over the lypothecated Assets in accordance with the terms of the Deed of Hypothccation; ndlor b

(iv) exercise any other ri~ght that may have under the Transaciion

the Debenture Trustee and 1 or Debenture Holder(s) Documents or under lndian law.

SECTION 7: OTHER INFOlRMATl N AND APPLICATION PROCESS I" The Debentures being offered as part .he Issue are subject to the provisions of the Act, the Memorandum and Articles of of the Issuer, the terms of this Information Memorandum, Application terms and conditions as may be incorporated in the Transacl.ion Documents.

7.1 Mode of Transfer/Transmissio r of Debentures I

7.2 Debentures held in Denlaterial sed Form i

'The Debentures shall be transferable entitled to transfer the' Debentures to Debentures. The Debenture(s) stiall be applicable provisions of the Act and dematerialized form shall be transfixred rules/procedures as prescribed by transferee and any other applicable transferee(s) should ensure that the trar Date. In the absence of the same, amou person, whose name appears in the Agent as on the Record Date, under all have not been completed by the lransfercr, settled with the transferor(s) and not transfer of securities held in dt:materialized Debentures held in de~naterialised containing details of the buyer's l3P acco.~nt

The Debentures shall be held in de~nate 'alised form and no action is required on the part of the Debenture E-Iolder(s) for redemption urposes and the redemption proceeds will be paid by chequelfund transfer/RTGS to those De enture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T A ent. The names would be as per the lX&T Agent's records on the Record Date fixed1 for the purpose of redemption. All such Debentures will be si~nultaneously redeemed througll appro iate debit corporate action. I

freuly; however, it is clarified that no Investor shall be a person who is not entitled to subscribe to the

t-ansferred and/or transmitted in accordance with the other applicable laws. The Debentures held in

subject to and in accordance with the NSD.,/CDSL and the relevanl DPs of the transferor or

aws and rules notified in respect thereof. The sfer formalities are completed prior to the Record ~ t s due will be paid/redemption will be made to the

register of debenture holders maintained by the R&T circumstances. In cases where the transfer formalities

claims, if any, by the transferees would need to be uith the Issuer. The normal procedure followed for

form shall be followed for transfer of these fo.1~1. The seller should give delivery instructions

to his DP.

The list of beneficiaries as of the Record setting out the relevant beneficiaries' name and account number, address, bankdetails identification number will be given by the R&T Agent to the Issuer. If permitted, may transfer payments required to be made in any relation by EFTIRTGS to the of the Debenture Holder(s) for redemption payments.

7.3 Trustee for the Debenture Hol er(s) 1 The Issuer has appointed GDA Truste:ship Holder(s). The lssuer and the Debenture Agreement and the Debenture Trust Deed obligations of the Debenture Trustee an( further act or deed, be deemed to have Trustee or any of its agents or authorized things in respect of or relating to the discretion deem necessary or require to Any payment made by the Issuer to Holder(s) shall discharge the 1s;suer prcl Trustee will protect the interest of the principal and yield thereon and they wil

Limited to act as trustee for the Debenture Trustee intends to enter into the Debenture Trustee

inter aliu, specifying the powers, authorities and the Issuer. The Debenture Holder(s) shall, without irrevocably given their consent to the Debenture

officials to do all such acts, deeds, matters and Debentures as the Debenture 'Trustee may in its absolute

be done in the interest of the Debenture Molder(s). t ie Debenture Trustee 011 behalf of the Debenture

tanto to the Debenture Iiolder(s). The Debenture Llebenture Holder(s) in regard to the take necessary action, subject to and in

with the Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be en itled to proceed directly against the Issuer unless the Debenture Trustee, having become so bo tnd to proceed, fails to do so. The Debenture Trustee Agreement and the Debenture Trust eed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof. ii 7.4 Sharing of Information

The Issuer may, at its option, but to applicable laws, use on its own, as well as exchange, share or part with any other information about the Debenture Holder(s) available with the Issuer, with and affiliates and other banks, financial institutions, credit bureaus, as may be required and neither the Issuer nor its subsidiaries shall be liable for use of the aforesaid information.

7.5 Debenture Holder not a Share older 1 The Debenture Holder(s) shall not be to any right and privileges of shareholders other than those available to them under The Debentures shall not confer upon the Debenture Holders the right to or to attend and to vote at any general meeting(s) of the shareholders of

7.6 Modification of Debentures I The Debenture Trustee and the lssuer wil agree to make any modifications in the Information Memorandum which in the opinion o the Debenture Trustee is of a formal, rninor or technical nature or is to correct a manifes error. 1 Any other change or modificatior~ to the t::rms of the Debentures shall require approval by the Majority Debenture Holders. i For the avoidance of doubt, the matters require the consent of Majority Debenture Holders, either by providing consent in writing or by way of a resolution at a duly convened meeting of the (a) Creating of any (b) Amendment to of the Debentures or the Transaction

Docume~~ts.

7.7 Right to accept or reject Applic ltions I The Board of DirectorslCommit~ee of irectors reserves its full, unqualified and absolute right to accept or reject any application 1 )r subscription to the Debentures, in part or in full, without assigning any reason thereof. I/ 7.8 Notices I Any notice may be served by the lssu Debenture Trustee upon the Debenture Holders through registered post, recognized courier service, hand delivery or by facsimile transmission addressed to such at itslhis registered address or 1acsimiIe number.

All notice(s) to be given by the Debentur sent by registered post, recognized over1 transmission to the lssuer or to !juc11

: Holder(s) to the Issuer1 Debenture Trustee shall be ight courier service, hand delivery or by facsimile

persons at such address1 facsimile number as

' ( . . ,

Private & Confidential - Not for Circula

notified by the Issuer from time to time 1

regarding the Debentures should be mark

Notice(s) shall be deemed to be effective days after posting; (b) 1 (One) Business service, if sent for next Business Day dc dispatched with a report confirming pl delivery, at the time of delivery.

7.9 Issue Procedure

Only Eligible Investors as given hereund the Debentures by completing the Applii in English as per the instructions contain can be applied for and the multiples th application can be made for a fraction completed in all respects and applicatio~ rejected. The name of the applicant's bar completed by the applicant. This is requ will be printed on the refund orders and /

The applicant should transfer payments I

the bank account of the Issuer as per the

7.10 Application Procedure

Eligible investors will be invited to sub! the Information Memorandum during t Issue Closing Date (both dates inclusivl schedule including the Deemed Date of reasons or prior notice. The Issue will k each day during the period covered by th

7.1 1 Fictitious Applications

All fictitious applications will be rejectec

7.12 Basis of Allotment

Notwithstanding anything stated elsewk application, in part or in full, without ass over subscription, priority will be give investors will be required to remit the fu Form along with other necessary documl

7.13 Payment Instructions

The Application Form should be subm (Rupees Ten lacs only) per Debenture Applicants can remit the applic.ation : details of the Issuer are as under:

Beneficiary Name: Fusion Microfinanc~ Hank Account No. : 90902004.1 276! SWIFT Code : PNBPUS3NN

ugh suitable communication. All correspondence I "Private Placement of Ilebentures".

a) in the case of registered mail, 3 (three) calendar lay after delivery by recognized overnight courier very; (c) in the case of facsimile at the time when 3er transmission; or (d) in the case of personal

and identified upfront by the Issuer may apply for tion Form in the prescribed format in block letters 1 therein. l'he minimum number of Debentures that eof shall be set out in the Application Form. No ' a Debenture. Application Forms should be duly not completed in the said manner are liable to be

, type of account and account number must be duly ed for the applicant's own safety and these details redemptions warrants.

luired to be made in any relation by EFTIKTGS, to tails mentioned in the Application Form.

eibe by way of the Application Form prescribed in period between the Issue Opening Date and the 'The Issuer reserves the right to change the issue

illotment at its sole discretion, without giving any open for subscription during tlie banking hours on Issue Schedule.

.e, Issi~er reserves the right to accept or reject any ,ping any reason. Subject to the aforesaid, in case of to Investors on a first come first serve basis. The Is as well as submit the duly completed Application ts to Issuer by the Deemed Date of Allotment.

:ed directly. The entire amount of Rs. 1,000,000/- payable along with tlie making of an application.

~ount through RTGS on Pay-in Date. The RTGS

'rivate Limited 9

IFSC Code : VTIB0010079 1 Bank Name Axis Bank Limi ed Branch Address : SCO 50 & 5 , OLD JlJDlCIAL COMPLEX CIVIL LINES, SECTOR 15, GURGAON HARYANA, IN 12200 1 1 7.14 Eligible Investors

All Investors are required to colnply h the relevant regulations/guidelines applicable to them for investing in this issue of

The following categories of Investors, wio identified upfront, are eligible to apply fulfilling their respective investment them by submitting all the relevant docunents (a) Mutual Funds (b) Non-banking financial com pan ie:; (c) Provident Funds and Pension Furlds (d) Corporates (e) Banks (9 Foreign Institutional lnvestors (g) Qualified Foreign Investcbrs (QFI!;) (h) Insurance Companies (i) Investment holding companies of (j) Any other person eligible to invest

Note: Participation by potential in the issue may be subject to statutory and/or regulatory requirements in connection with subscription to Indian securities by such Applicants are advised to ensure that they comply with all to them, including exchange controls and other legal and regulatory advice in

have been specifically approached and have been for this private placement of Debentures subject to

ncrms/rules and compliance with laws applicable to along with the Application Form:

(Fls)

high net worth individuals in the Debentures

The Debentures are and have been on a private placement basis and shall not be issued to more than 49 (Forty Nine)

7.15 Procedure for Applying for De iaterialised Facility 1 (a) The applicant must have at leas one beneficiary account with any of the DP's of

NSDL/CDSI.2 prior to malting the application. I (b) The the beneficiary account

under the heading "Details

(c) Debentures allotted to an to the applicant's respective beneficiary account(s) with

(d) For subscribing to the Debenture,, names in the Application Form should be identical to those appearing in the details i I the Depository. In case of joint holders, the names should necessarily be in the sa e sequence as they appear in the account details maintained with the DP.

(e) Non-transferable allotment advic 1 /refund orders will be directly sent to the applicant

(0 If incomplete/incorrect 'details re given under the heading "Details for Issue of Debentures in Electronic/Demat rialised Form" in the Application Form, it will be deemed to be an incomplete app ication and the same may be held liable for rejection at the sole discretion of the Issue . i

(g) For allotment of details and other details of the applicant as registered with DP shall be used for all correspondence with the applicant. The applicant responsible for the correctness of hislher demographic details given Form vis-a-vis those with histher DP. In case the information is the Issuer would not be liable for the losses, if any.

7.16 Depository Arrangements

(h) The redemption amount or other whose names appear on the list o on the Record Date. In case of identified in the records of the keep in abeyance the payment time that the beneficial owner is Issuer, whereupon the redem~lion beneficiaries, as identified.

The Issuer shall make necessary arrange lent with CDSL and NSDL for issue and holding of Debenture in dematerialised form. I:

benefits would be paid to those Debenture Holders :'beneficial owners maintained by the R&T Agent as

th:m Debentures for which the beneficial owner is not R.&T Agent as on the Record Date, the Issuer would

ol'the redemption amount or other benefits, until such identified by the R&T Agent and conveyed to the

amount and benefits will be paid to the

7.17 List of Beneficiaries

The lssuer shall request the R&T Agent provide a list of beneficiaries as at the end of each Record Date. This shall be the: list, will be used for payment or repayment of redemption monies.

7.18 Application under Power Of A torney 1 A certified true copy of the power of a or the relevant authority as the case may be along with the names and specimen of all the authorized signatories of the Investor and the tax exemption of the Investor, if any, must be lodged along with the submissior~ of completed Application Form. Further modifications/additions in the should be notified to the Issuer or to its agents or to such as may be specified by the Issuer from time to time

7.19 Procedure for application by utual Funds and Multiple Applications Y

In case of an application made by authority, a certified true copy t:hereof and/or bye-laws along with other Application Form at the time of rnaking full, unqualified and absolute right to in either case without assigning any reason authorized signatories must also be Application Form.

companies under a power of attorney or resolution or along with memorandum iind articles of association

co,lstitutional docuinents must be attached to the the application, failing which, the lssuer reserves the

accept or reject any application in whole or in part and thereto. Names and specimen signatures of all the

locged along with the submission of the completed

In case of applications by mutual funds be made in respect of each scheme of ar

a- ,~d venture capital funds, a separate Indian mutual fund/venture capital fund

, 8 1 . .

with the SEBI and such applications be treated as multiple application, provided that the application made by the asset company/trustee/custodian clearly indicated their intention as to the scheme for has been made.

'The application forms duly filled shall indicate the name of the concerned scheme for which application is being made and by certified true copies of (a) SEBI registration certificate (b) Resolution authorizing operating instructions (c) Specimen signature of

7.20 Documents to be providled by I vestors I Investors need to submit as applicable (a) Memorandum or other constitutional documents (b) Resolution authorising (c) Power of Attorney to custodian (d) Specimen signatures (e) SEBI registration (f) Copy of PAN card (g) Application Form

7.21 Applications to be accompanied with Bank Account Details

Every application shall be required to accompanied by the bank account details of the applicant and the magnetic ink code of the bank for the purpose of availing direct credil: of redemption amounts payable to the Debenture Holder(s) through EFTIRTGS.

7.22 Succession

In the event of winding-up of the of the Debenture(s), the Issuer will recognize the executor or administrator of Debenture Holder(s), or the other legal representative as having title to The Issuer shall not be bound to recognize such executor or administrator as having title to the I>ebenture(s), unless such executor or of administration or other legal representation, as the jurisdiction over the matter.

The Issuer may, in its absolute where it thinks fit, dispense with production of probate or letter of legal representation, in order to recognize such holder as being standing in the name of the concerned Debenture

proof and/or an indemnity.

7.23 Mode of Payment

All payments must be made throi~gh EFT RTGS as set out in the Application Form. I 7.24 Effect of Holidays I In case any Due Date falls on a day whi h is not a Business Day the payment to be made on such Due Date shall be made on the ne 1. Business Day, except where the Redemption Date falls on a day which is not a Bilsiness ay, in which case all payments to be made on the Redemption Date (including accrued Co rpon), shall be made on 1.he immediately preceding Business Day. 1

Private & Confidential - Not for Circul tion I 7.25 Tax Deduction a t Source

7.26 Letters of Allotment I

Tax as applicable under the Income Tax enactment thereof will be deducted at so relevant certificate/document must be Registrar & Transfer Agents of the Cor payment becoming due. Tax exemption source on interest on application money, Form.

If any payments under this issuance is as are required as per current regulations including if the Company shall be requ sums payable under the Debenture Trust such Tax Deduction, and shall sxmultaneously amounts as may be necessary in order tha.t after the Tax Deduction shall equal the by the Debenture Holders in the absence

The letter of allotment, indicating al of the Debentures, will be credited in dematerialised form within 2 (Two) from the Deemed Date of Allotment. The aforesaid letter of allotment shall the actual credit of Debentures, in dematerialised form, within 7 the Deerned Date of Allotment.

Act, 1961, or any other statutory modification or re- m e . For seeking TDS exemption/lower rate of TDS,

lodged by the debenture holders at the office of the lpany at least 15 (Fifteen) days before the relevant certificate / declaration of non-deduction of tax at

should be submitted along with the Application

s~bject to any tax deduction other than such amounts existing as on the date of the Debenture Trust Deed, red legally to make any payment for Tax from the Deed, ("Tax Deduction"), the Company shall make

pay to the Debenture Holders such additional the net amounts received by the Debenture Holders

respective amounts which would have been receivable of such Tax Deduction.

7.27 Deemed Date of Allotment 1

7.28 Record Date

All the benefits under the Debentures will Date of Allotment. The Deemed Date o which date the Investors would be intima-ed

The Record Date will be 15 (Fifteen) cal ldar days prior to any Due Date. t

accrue to the Investor from the specified Deemed ' Allotment for the Issue is December 22, 2014 by

of allotment.

7.29 Refunds I

For applicants whose application!; have rejected or allotted in part, refund orders will be dispatched within 7 (Seven) days from Date of Allotment of the Debentures.

7.30 Interest on Application Money I

In case the Issuer has received money aggregate of the application rnon~ey relatirig have been made, the Registrar shall upol) the Issuer repay the moneys to the: extent

Interest shall be payable on all applica monies received at the Coupon Rate of 15 % (Fifteen Percent) per annum, gross of taxes, from the date of realization of the application monies by the Issuer until Date of Allotment and the same shall be paid to the relevant Investors within Days from the Deemed Date of

from applicants for Debentures in excess of the to the Debentures in respect of which allotments

receiving instructions in relation to the same from :~f such excess, if any.

kllotment.

7.31 PAN Number

Every applicant should mention1 its Pe rnanent Account Number ("PAN") allotted under Income Tax Act, 1961, on the Applicati n Form and attach a self attested copy as evidence. Application forms without PAN will be c :)nsidered incomplete and are liable to be rejected. i 7.32 Payment on Redemption

Payment on redemption will be made way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS syr;tem/fu transfer in the name of the Debenture Holder(s) whose names appear on the list of owners given by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as disch on payment of the redemption amount by the Issuer on maturity to the registered Holder(s) whose name appears in the Register of Debenture Holder(s) on the On such payment being made, the Issuer will inform NSDLICDSL and account of the Debenture Holder(s) with NSDLJCDSL will be adjusted.

On the Issuer dispatching the arnount specified above in respect of the Debentures, the liability of the Issuer shall stand

Disclaimer: Please note that only those specifically addressed are eligible to app respects, is liable to be rejected withot~t documents provided above is only indicative, documents / authorizations / infc~rmation Issuer may, but is not bound lo rever: information, and can accept or rc:ject an falling in the categories mentioned abcve warrant that they are permitted to invest categories of investors is required to guidelines, etc. governing or regu~lating is not, in any way, directly or indirectly, by any investor, neither is the Issuer requ

persons to whom this memorandum has been y. However, an application, even if complete in all

assigning any reason for the same. The list of and an investor is required to provide all those

which are likely to be required by the Issuer. The to any investor for any additional documents /

application as it deems fit. Investment by investors are merely indicative and the Issuer does not

as per extant laws, regulations, etc. Each of the above check and comply with extant rules/regulationsl

tlreir investments as applicable to them and the lssuer responsible for any statutory or regulatory breaches recl to check or confirm the same.

Private & Confidential - Not for Circul tion I SECTION 8: DECL LRATION i

ce Privaie Limited

The Issuer declares that all the releva-~t SEBI and other applicable laws have lnformation Memorandum is ccntrary to SEBI and other applicable laws, as Information Memorandum is as applic3,ble information available with the Issuer. Memorandum is consistent with disclocures securities made by the companies in thq

Name: Mr. Deepak Madaan Title: Company Secretary Date: December 20,20 14

provisions in the regulations/guidelines issued by been complied with and no statement made in this the provisiorls of the regulations/guidelines issued by

t.le case may be. The information contained in this to privately placed debt securities and subject to

The extent of disclosures made in the Information permitted by regulatory authorities to the issue of

past.

Private & Confidential - Not for Circula

ANNEXURE

AS PER CLAZ'SE:

tion

I: TERM SHEET

5.22 ISSUE DETAILS

Private & Confidential - Not for Circul,

ANNEXURE 11: RATIN(

Mr. 13evesli Sachdcv, Marlaging Director, i:usion Microtinatlcc Privtitc 1,imitc C-3, Colnmunity Centre, Nnraina Vihar, N c w Dcl l i i - I 1002X

13c;ir Sir:

l i e : ICRA Cred i t Ha t ing fa P r o g r u o i i l ~ c o f Fusion M i c r o f i n u ~ i

Please refer to your Kating Rcrluisitir Ka(i11g Agreelnent of Uecenlbcr 17, Convel-r ible T)chei.~turc YCD) Pro1 co~isiderntion, lins ;issignecl a "[ICRA capric~l~cd NCD progralilrne. Instru lnoderntc dryrec or safety regordi~iy t

cnrry moderilte cretlit risk. Such inst rating nlodifiers (".I" plus)^ "-"(minu the co~~iparntivr standing wilhiri thc ca

In any o f your publicity ~iialcrial or n sho~lld he stnrcd as ' ' ~ I C U ~ l j l i l l - " w the duplici~tc copy (11' this lrtter and confirmation aboo~ ~ht: use o f the assif be sent to you on receipt 4.1i your s i t i l i ~ i~a l i o l~ lhy you about tlic abo AuthoriticsiStock ExcIii~ngt: wc~uld c o ~

'I'tiis rating is specific lo lhc lerllls an( you and any chalige in !lie lernis or s us. I f there is nny cl~angc ill tllc terrns s:~t~ic 11.iust hc hrorrgtrt lo nu)' liotice I>r after the r;~~ink: is ussigr~cd t ~ j 11s or i t l

a l~t l Irl:iy reslllt ill changc ill the ~ri~ring

I(:ItA reserves th; tighl to s~lr;pc~~tl, \!

in(brl-t~atio~) or u~~iiv;~ilability of' ililbr In;ry h;~ve :I~I i~npact 011 1112 raling nssi,

( ! s t l l C ! ~ ~ ' ( ~ 141: t i L"' I . . ! $ J ' ! <?i

' .,,+,,: A I)( ; :: , , : : r ~ ::;?b F'ir ;:,\3c,c. C&;, . 1 >y.3;;<::> !',I+

13,q#f*:+r'.(] [>f(l,;o ' : ' ,:a <.!' .,'.,! !l<!b$k;>t~, ! ' r :,<,r, >><$ <?,:$':

R A T I N G + W E E

ion

LETTER& RATING RATIONALE

I C R A Limited

Rs. 22 c ro rc No11 C:or~vcrtiblc D c t ~ e ~ ~ t u r r Private L i o ~ i t e d

ICequest dated Dccelrlbcr 17. 20 14 i111d the subsequenl 14 for carrying oul the r ~ t i ~ i g of t:hc captioned Nan- nllle, T l ~ r Rating Committee of ICKA, after drrc 1313-" (pro~~ounccd ICKA triplc B millus ) rating to the nts will1 IIC'Rhllll\l3 rating itre cv~~si t le l rd lo lirrvc cly sr~-vicil~b: of f i~lal~cial obligilti(l~is. SLIC~I instrul~ients ients cilrry ~notlur;rtc cladit risk. Within this category. ,311 he used with the rating syir~hol. The ~nodiliers reflect ory. Tlie o~~t look on the Knti~ig is Slable.

I- docunienl whercvcr you art using our above rating, il s ln l~ lc outlook. We woiild appreciate i t ' y o ~ ~ CIIII s i y ~ ~ or: d it to us w i d i i ~ ~ 7 days tion1 the d;~!e o f this letter as .I rating. The r;itionalc for assigning tlrc above rating will il.~rlatio~l about the use of our rating, as ahovr. Any ~. i~ t ing to any Ha~~kel./Lending Agency/(;overnment

1111c usc ol'lliis rilting by you.

)nditior~s ol'the prol)c~sctl issuc i15 wcrs i~ldicalerl to 11s by o f Ilie isq l i~ would require thc ratill): 10 be reviewed hy I c t~nd i~ io~ ls or size ol'tlre i1rstri1n1t.11~ rated, as ahove, [lie .e Ilic issuc o f the i ~ ~ s t ~ . ~ ~ ~ n e n t . I S rherc is :illy SIICI~ ~h;lrige ~ f i r ~ ~ ~ c t l to llhe I)y you, it would be subject l o uur review igned.

draw or rc\tibe t l~e illirrrc ill any rimc on the biisis ol'liew ti011 01. sucli otlier circumstnnccs, which IC:K,\ hbelives,

You are requil-ed lo forttiwitli inhrr i i 1.1s a tut ally defaalrlt or delay in rcpaytncnt of' interesr or pl.ittcipi~l iilliourll ol'the irist~ tlrllcllr rated, as bove, or any ot l~cr debt ir tstt~i~n~cri~s/ borrowing. You are also required to keep us forthwith inlb tired ol' nny other developnlerlts which rnay have a dircct or illdirect impacl or1 the debt scrvici g capability ol'tlie colrlpally inclurlirig ally proposal fbr re-sclieduletr,ent or postponement o f t ! repaylrienr programlnes of' the dues/ dehts o f the company with ally Icntler(s)/ i~ivc:itor(s), i 'I'lie raring, as alhtesaid, Ilowevel., sliould ru the bonds to bc issued by y o u II' tlic instt.ime~it ocriod o f 3 months f ioln thc tlatc ol'this le withdraw11 uriless revalidated befi)re the exp

With k ind regards, I

I lhr tre;icrd 11s a recorrilnendatio~~ l o blry, sell or liold 1,:ued. ;IS abovc, is 1101 issued by yo11 within a

Ler corrlmunicaling tllc rating, thc satric would starid ry o f 3 ~nonrhs.

Yours sincc~'ely, f'or ICRA I.imi\ed

Executive Vice Presidellt

Supreera Ni,jjal. Assis1:lrrt Vice Presidcrit

ANNEXURE 111: CONSENT LE 'TER FROM THE DEBENTURE TRUSTEE 1 GDA Trustee

17" December, 2014 I Fuslon Mlcroflnance Private Umlted, C-3, Communlty Center, Naralna Vlhar, New Delhl-110028 - lndla

K.A: Mr. Devesh Sachdev

Bear Slr,

Consent to act as Trustee lor Secured, oted N~nConveitlble Debentures oggregatlnp to

As. 22 c r o m to e Issued by your Company. f

The Company and the Trustee shall Mer Into relevant trustee agreements and other necessary documents for the aforesal Issue af NCDs and term loans and also agrees & undertakes to comply wlth the provtsl ns of the SElll (Debenture Trustees) Regulations, 1993, SEOl (Issue and listing of Deb Securltles) Regulations, 2008, SEBI Circular NO. SEBI/I~D/DOF-l/8ond/26091/11/05 dat d 11/05/2009 on Slmpllfled Llsting &reement tor Debt Securities read wlth the SEBI Ur lar No. S E B I / I M D / D O F - ~ / U O N D / C ~ ~ . . ~ / ~ ~ ~ ~ dated the 26th November, 2009, the RBI Qrc lar No. RB1/2012-13/560 dated lune 27, 2013, the Compahics Act, 2013 and ony other ppllcable statutes, regulatlOn5 and provlslons as amended from time to tlrne. i

trustees in the Cornpants offer other document to be flled with

Private & Confidential - Not forp ~ i r c u l ~ t i o n

GDA Trustee bllrw In )~uneM ... Tnu! unl

17* Dccember. 2014 1 Furlon Mlcroflnnnce Private Limited, C-3, Community Center, Naralna Whar, New Delhl-110028- lndla

K.A: Mr. Devesh Sachdev

Dear Madam. 1

Acceptance foes:

Admln/Sewice Charger ,W/- plus applicable taxes payable (One nme Nun "

able) payable on appolntmcnt as truslee).

All out of pocket expenses incurrod t ads legal kos, travdling, lnspecthn c h a m , etc shall be levied and re-imbunrod on am (f I basis.

Yours falthfullb

Private & Confidential - Not for Circul tion I ANNEXZIRE IV: APPLICATION FORM

FUSION ANCE PRIVATE LIMITED under the Companies Act, 1956

05, 1994 Gurudwara, New Delhi - 1 1 0028.

Telenhone No: +9 1-01 1-46646600 Website: htt~://www.fusionmicrofinance.corn/ ( DEBENTURE SERIES APPLICATIO FORM SERIAL NO. ( I ( 1 1 1 1 1 1 1 +- . I

22,00,00,000/- (RUPEES TWIENTY "'WO CRORES ONLY), FULLY PAID UP FOR CASH AT PAR TO THE FACE VA E: 6 CONVERTIBLE DEBENTURES OF

1 RS. 10,00,0001- (RUPEES TE<N LAKH

DEBENTURE SERIES APPL'IED F R: i

ONLY) EACH AGGREGATING UPTO RS. (

Number of Debentures 220 In words 'T o Hundred and Twenty r I Amount Rs. 22,00,00,00O~in words ~ u l e e s Twenty Two Crores l L

DETAILS OF PAYMENT:

RTGS No. Drawn on -4 - Funds transferred to Fusion Microfinan e Private Limited Dated t Total Amount Enclosed (In Figures) - ( I n words - i APPLICANT'S NAME IN FULL (C PITALS) SPECIMEN SIGNATURE Microfinance Initiative for s i r ($FA) Debt r

APPLICANT'S ADDRESS ADDRESS Microfinance w / e f O r Asia (MIFA) Debt Fund S.A., SICAV-SIF

I

PIN 1 L-8070 I ~ H ( m i ~ 4 1 2 2 3 3 9 0 8 9 2 I FAX 1 0041225964779

APPLICANT'S PANIGIR NO. IT CIRCLE/WARD/DISTRICrT

Private & Confidential - Not fair Circu ?tion I We have read and understood the and Conditions of the issue of Debentures including the Risk Factors described in and have considered these in making our decision to apply. We bind and Conditions and wish to apply for allotment of these place our name(s) on the Kegister of Holders.

WE ARE (x) COMPANY ( ) OTHERS

I Name of the Authorised I ~esignalion I Signature I

( ) SPECIFY

Applicant's Signature

Citibank NA

We the undersigned, are agreeable dematerialised form. Details of mylour

NAME OF THE APPLICANT@) M I C R O F I N A N C E I N I T I A T I V E F O R ASIA (MIFA) D E B T F U N D SA, SICAV-SIF

to holding the Debentures of the Company in 3eneficial Owner Account are given below:

Account No: 9 1 509 10002

1 FOR OFFICE USE ONLY I I DATE OF RECEIPT --I:- DATE OF CLEARANCE I

(Note: Cheque and Drajts are subject (1 realisation) 1 We understand and confirm tha.t the provided in the Information Memorandum is provided by the Issuer and the same verified by any legal advisors to the Issuer, and other intermediaries and their associated with this Issue. We confirm that we have for the purpose of Debentures carried out our own due diligence and made our own investment in these Debentures and have not relied on any than the Issuer, if any.

We understand that: i) in case of allotment mentioned above would get credited must ensure that the sequence of nam:s

of Debentures to us, our Beneficiary Account as t:) the extent of allotted Debentures, ii) the Applicant

as mentioned in the Application Form

6 5

Private & Confidential - Not for Circu tion I sequence of name held with our Participant, iii) if the names of the Applicant in this application are not identicall in the same order as the Beneficiary Account details with the above Participant or if the Debentures cannot be credited to our whatsoever, the Company shall be entitled

the Debentures in physical form.

Applicant's Signature

We understand that we are assuming on suffered by us including as to the returns undertake that upon sale or lrar~sfer to shall convey all the terms a.nd Memorandum to such Transferee. In the or final holder of the Debentures) suing we shall indemnify the Issuer (and all the Issuer and each of such person harm

FOR OFFICE USE ONLY - --

our own account, all risk of loss that may occur or be on and/or the sale value of the Debentures. We

!subsequent investor or transferee ("Transferee"), we contiitions contained herein and in this Information

event of any Transferee (including any intermediate lhc Issuer (or any person acting on its or their behalf)

s ~ c h persons acting on its or their behalf) and also hold ~:ss in respect of any claim by any Transferee.

-- (Note : Cheque and Drafts are

................................................. TEAR HERE:) ............................................ - [ (To be filled in by Ox- -

Received from /Address

Private &

FINANCIAL STATMENTS

Private & Confidential - Not for Circul tion I ANNEXURE VI: ILLllS 'RATION OF BOND CASH FLOWS t

Illustration of Bond Cash F l o w s i--q'hon, - - - . . h4i$rFfinaiF{ Privat! Limited

1- security) 1 ( INR 10,00,000/- 1 m t e of Allotment 1 ( December 22,2014

December 1 6],20 1 8 15% (Fifteen Decimal Point --i-t-

1 I I per annum (computed on a simple interest I

1 specified dates calendar year until Maturity Date Day Count Convention

Scenario 1: PutICall Exercised Cash Flows

Issue amount 1 st Coupon 2nd Coupon 3rd Coupon 4th Coupon Principal Total

Scenario 2: PutICaII Not Exercised Cash Flows No. of Coupon Principal

days in Amount (in Amount (in

Issue amount 1 st Coupon

174 1 5'73 1'507 2nd Coupon

183 16'545'205 -. 3rd Coupon

1 83 16'500'000 1 - 4th Coupon

183 16'500'000 5th Coupon

1 82 16'454'795 6th Coupon

183 16'545'205 7th Coupon

182 16'454'795 8th Coupon

183 16'545'205 Principal

Total -