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casp.an)/

II{FORI'ATIOI{ TEIORAI{DUI

CASPIAI{ IIPACT II{I'ESTTEI{T8 PRIVAIE LIH]TED

A pdvab lrnitsd compsny inooporaed under thE Cornpanb Act, 1 956

(tomody known s Bclh;€d|.r [lcl€dmnce Fund prlv|t, Llmlbd]

Rog. Ofico: 3' Floor, &2€96154/1 , Road No: I O, Baniara H[b, Hyrbrabad - 5@0:!t, India

CotDorlb l&ntfc.don Numb.r: t (X'9SOAP1991PTCO13/I91 i m ot Incorporadon: Novsmber 25, 1991

Cont ct Poron: ils. Rimpa K. Saftar, Compary Sss€leryT.l.phone o.: +91 /rc 6829 7i00; Em.lt e@pllu€laggedgGi!: $robslb: vryrw.ca3plsn.in

Tlfls lnffion n''rr'orJrd.nn tE ptqt d tn ecco,rht e wtth rh..pdlcfiMa prwr'/ot E ol th. SEBI (b',/lo m.t UEd//tg

of D.e S.qnClrtt, Rryrmorf, 20OE, SEa, flrn r r?d UsAry d Oebt *urrdr',) (Att'!,r,''['/, R.gttffioa, m12 {f,Sccdo,' A d dn @c Ac, m$ rd rtAt An Cofip8/r/tr! (P!"!P[f,'1E.n t Al&'rwr, or Srf,;urt .',) R|drs, mU.

Dab: Fobruty 2|t, ml5Scdal ilo.:

Priva|. placqnq of6,205 F bd, rabd, r€cuGd gnd ]rd€emabls non-conw ible debenturE CDabant![E ) oflhc fec! rlalug

ilsucd at a disco{nt ot R3.

flsllc Op.||3 on: Fcbruary n,2o15l$uc Cl6€. on: lLrdr 2. 201 5

Daonrd Dab ot Alohant Madl

Ths lssu€r rEsdvrs ths right to change tho bsue Sch€dule indding tho Deomed

withoul giving any rrssom or pdor notics. The lssu€ shall be open fur subscdption

ouring S\e porlod cowf€d by the bsue Schedule

Deb of Allotnenl 8t ib sole disctatlon,

durlng tl|3 banking hou6 on each dey

The DebentuFs a]€ rd€d a! '8BB -'

Thc D,sbentun3 are prcpo€ed to be llltld on ths s,hol€sels dsbt me et (iJYfr[) of BSE LimH fBSE"). Th€ BSE har

to its letler dated Februery 16, 2015 given iE in'ptlncjpl€ approval to littt lhe Dabontu!!8.

Sole Arrngor

unitus tcapitalUnlus Csplt l P\a Ltrl.Kaisar-E+lind. Slcond FloorNo. 9/3, Rirvnond RosdBangaho - 560 025Kamabka. IndieCont d PeFon: GauravFat SinghTs[ €l 804112 m@Fax +91 80 4l12 0000Emrit gBirlgl€unluEcapibl.cofliWcb6lts: Yrsw'unlh|3caPibl.cofli

tugLtnr & T].n fi.t Agont

L$n$m#E--=-/

tl[k lrli0c hdli Pvt UDitcdC-13, Pamdd Silk Millt conpoundL.B.S. Mar; BhsduD $6t)Munbri,l00 078Cofiacr Psson: irt. ca|6h Jrdh!trTsl: +91 22 25963838Fuc +91 2225949t9Enril: g[tcshidhrv@linkir{imc.co inwcbsitc: hup://www. linkintimc.m.in

Deb.nb|t Tru.barrR D$ Tru.loshipEYF Scrvlorc Ltd.

IDBI Trut&rtblp Scrvlcc| Ld.Asilo Building, Ctosnd Floorl?. R. f.rrnrtf lvlzgBrlhd Estlb. MunM,()0 001,

Mrhrn$tr., lndirConte€l PeIEon: Anlel€s AlhalyeTeI +91 22 4080 7015

F.xi +91 2:l 6631 1775

Email anisl€€OirbitrusFe.comWebsib: $Yrw.ltbibwbr.co.in

caspian-lmplctlnyes!!!94!l!lv-q!_e_L!!qtiq(r".[;;il,Wri#inJtrymms rfrfr6 noweaus nor a ga&,nant in Mu d a p'ospeotus' mb is orly al ffitnsfro,l

;i;i.hawwgtwt 6hrroFfoo.fdroltllct0tta*ltdctmEatffitFrcor an hvtffintot',e puaicbt

T +91 @i*6r5m.&{li} 'ldb@gerplani!

website : www.casoian.in

crN {r6599:}AP1991PTC08491

. . ::,'.. ,,. - .:.:. , ,r. '

Dab: February 4,2015Serlal No.:

INFORTATION TEMORANDUT

CASPIAN ITPACT INVESTIENTS PRIVATE LITITED

A private limited company incorporated under the Companies Ac't' 1956

(formerly known as Bdlrethsr tf,lcrofinance Fund Prlnab Llmibd)

Reg. Offrce: 3d Floor, 8-2€96/5/8/1, Road No: 10, Banjara Hills, Hyderabad - 500034' India

Gorponte ldentr.ficaton Numben U65993AP1991PTC013491; Date of Incorporatlon: November 25' 1991

Contact Pepon: Ms. Rimpa K. Sarkar, Company Secretary

Telephone No.: +91 40 6629 71fl); Emall: comoliance@casoian.in; Webcite: www.casoian.in

Thtslnformation nenlrtrrndumisprqad in accor&ncewlthfrleappliableprovlsionsof tlresEBf 0ssueand usiitrg

of bbtSecurfdes) Regu'trlfron,wxn, SEB| (tssue and lJsting ot t}f,t Secudlies) (tutgf/,clnen0 Rqulilon, mt2 ilrd

Sectq12of theCompnlet Acrt2013 rtf,dwlththeCompnlgF(Prcqectusgfil Allofirantof tuurifias) Rutgs,, ml1

private placement of 6,205 listed, rated, securcd and rcdeemable nononvertible debentures CDebenturcs') of the face value

of Rs. 100,000/- each, issued at a dlscount of Rs' Debenture, to Rs. 620,

The lssuer reser\res the right to change the lssue Schedule including the D,eemed Date of Allofrnent at its soh discretion'

without giving any reasons or prior notice. The lssue shall be open for subscription during the banking hous on each day

during the pedod coveed by the lssue Schedule

lssue Opens on: FebruarY 27,2015

lssue Gloces on: March 2,20'15

Deemed Date of Allofrnent March 2,2015

Tho D,ebentures arc rated as'BBB -'by Cl!!,

The Debenturcs are proposed to be listed on the wholesale debt maftet (aVDi|') of BSE Limited ("BsE")' The BSE has

to its leter dated February 16, 2015 gi n

SoleAmnger

unitusl{apitalUnitue GaPital Pt t Ltd.Kaiser-E-Hind, Second FloorNo.9/3, Rir:trmond RoadBangalore - 560 025Kamataka, IndiaContract Person: Gauravjeet Singh

Tel: +91 80 4112 0008Fax +91 8041120009EmaiL gsingh@unituscaPital.comWebsite: rwnv.unituscaPital.com

Reglstrar & Tnnsfier Agent

Ltil#,WSE_-+*;

Link Indmc Indh Pnt LimitcdC-13, Pannalal Silk Mills Compound

L.B.S. Marg; BhutduP (West)

Mumbai4(X)078Contact Person: Mr. Ganesh Jadhav

Tel: +91 2225963838Far: +91 2225946979EmaiL ganesh jadhav@lir*intime.co. in

Website: htp:// www linkintime.co.in

Debentun TrustEe

igh |DA fhrssshiPNVF $rrvlces Ltd.

IDBI TrustccsbiP Scrvices Ltd.Asiur Building Ground Floor17. R. Kamani Marg;Ballard Estate, Mumbai 400 (X)1,

Maharastrha, lndiaContrad Peson: AnialeeTeL €l 22408070rsFax +91 2266311176Email anjalee@idbitrustee.comWebsile: rruvurv. idbitrustee.co. in

lriols..Ttis lnfomatlonl/lenr()n/tr,umisrcitherapro@usrcradats,nuntintbuofapoqedus'Thisisonlyan

bro&ue inten* for wate circurafon aN shourd rd be .,nt,*'d b b aproqpectus ardlor an invitation to the public for

sub*tiption to Debntues un&r any law for tlle time Mitllg in fotur-

SECTION l: RISK FACTORS

!lll

ffitoreadtherisktactoGret,ttyo"to'etrakinganinvestmentdecisioninthisoffering. For tiaking an investment decision, the Investors must rely on their examination of the

lssuer and the lssue including the risk involved. The issue of Debentures has not been

recommendecl or approved by thl Securities and Exchange Board of India ('SEBI') nor does SEBI

guarantee the accuracy o, "d"qu""y

of this Information Memorandum' specific attention of the

lnvestors is invited to read the specialconsiderations and Risk Factors'

The lssuer believes that the factors described below represent the principal risks inherent in

investing in the Debentures, but does not represent that the statements below regarding risks of

holding the Debentures are exhaustive.

The ordering of the risk factors is intended to facilitate ease of reading and reference and does not

in any manner indicate the importance of one risk factor over another. Investors should also read

the detailed information set out elsewhere in this Information Memorandum and reach their own

views to making any investment decision.

Grcdit Risk & Rating Downgrade Risk

The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration

in the financial health of the lssuer, there is a possibility that the rating agency may downgrade the

rating of the Debentures. tn such cases, potential investorc may incur losses on revaluation of their

investment or make provisions towards sub-standard/ non-performing investment as per their usual

norms.

Limited LiquiditY & Price Risk

There is no assurance that a deep secondary market will develop for the Debentures. This could

limit the ability of the Investor to resell them. This leads to liquidity and price risk on the

Debentures. Even if a secondary market develops and sales were to tiake place' these secondary

transactions may be at a discount to the price (paid for the Debentures) due to changes that may

occur in the interest rate structure.

Delay, DellnquencY and Gredit Risk

The Debentures represent an obligation of the tssuer and do not represent any other person

associated with the issue. No financial recourse is available to the Investors against any pelson

other than the lssuer. Further, on default by the lssuer to repay the Debenture Payment, the

Debenture Trustee may in terms of the Debenture Documents initiate legal proceedings for

enforcement of the security against the lssuer. The Investors can lose their investments in the

Debentures on account of default by the lssuer'

Risk in relation to the Security r. - -^a:^- -a L^^,,underthe Debenture Documents, the lssuer has provided security by way of hypothecation of book

debts and receivables. However, the value of the Security may decrease from time to time but

shal|,ata||times,beequiva|enttoorhigherthantheaggregateofthe'KymentandCoupon Payment for the next half-yearly period'

BNnkruptcY of tho bsuellf the lssuer b€comes bankrupt or prcceedings br winding up of the lssuer are initiated' then the

Investots may substantially lose their investments' Though the Invesbrs shatt be treated as

securedcrediblsandarethe]ebre,higherinpreferencethanunsecuredcreditorsofthe|s6uer'the same vrould not guaranbe the r€covery of the amounts due fiom the lssuel'

Gu[ency RisksThe Debentures are Indian rupee denominated instumenb which may be subiect to exchange ft e

fluc{uationswithconsequentreductionsintheU.S.Do||arlEurova|ue.The|ssuerwi||makea||paymenb to the Debenture Holders in INR and will not assume any breign curency exposure'

Changes in Intt|tot R.tes may afiect tho Prlco of NCI'3' ..

Al|securitieswhereafxedrateofintetestisofiered,suchasthis|ssue,aresubjectbpricerisk.rnepriceofsuchsecuritieswi||varyinverse|ywithchangesin.prcvai|inginterestraEs'i.e.wheninterest rabs dse, prices or Rxed income securities fall and wtren interest rates drcp, the prices

increase.Theextentoffa||orriseinthepricesisafunc{ionoftheexistingcoupon,daystomaturityandtheincreaseordecreaseinthelevelofprevai|inginbrestrates.|ncreasedratesofintercstwhich frequently accompany inffation and/or a growing e@nomy' are likely to have a negativ€

efhc{ on fte plicing of he t}ebentures.

Tax Conslderatlons and Legal Conslderations

Special trax considerations and legal considerations may apply to certrain types of investots'

potential invesbrs at€ urged to consult with their own financial, legal, tax and ofter advisors bdetermine any financial, legal, tiax and other impli€tions of this investment'

Accountlng Conslderations

special adunting considerations may apply to certain types of bxpayers. Pobntial investors are

utgedtoconsu|twiththeirownaccountingadvisorstodetermineimp|icationsofthisinv€tnent

i|atoria|Ghangos|nrcgu|at|onstowh|chthsbsuelbsub|octcou|d|mp.irthebsuo|'.abillty to meet payment or other obligatlons'

The lluer is subjec-t generally to changes in Applicable La\i,, as well as to changes in govemment

regulations and policies and accountnt principles' Any changes in the regulatory framst'ork could

aaiversery affec,t the profitability of fre lssuer or its tuture financial performance, by requiring a

resfructtring of ib ac'tivities, increasing co6ts or otherwise'

Leg.lity of PurchasopoEntial invesb|E of the Debentures will be responsible for the larvfulness of the acquisition of he

Debentures, whether under the latvs of the jurisdiction of its incorporation or the jurisdic'tion in

which it operabs or for compliance by that potential investor with any law, regulation or regulatory

poticy applicable b it

Potltlcal and Economic Risk in Indla

The|ssueroperatesonlywithinlndiaandaccording|y.a||of.ttsfevenuesafederived|rom$edomesucma'ket.Asaresultitishigh|ydependentonprevai|ingeconomicconditionsin|ndiaandits resulb of operations are signifiinily aiea"o uy fac'brs influencing the Indian economy. An

uncertaineconomicsituation,inlndia"noglou'tty,cou|dresu|tinafurtherstowdovunineconomic,-ri^- a .r^u,{nu,. iir rhe rare of ororrth iffie economygrcyvth, investment and consumption' A slowdou'n in the rate of srolt'th

LuU resutt in lou,er demand br $edit and other financial products t

grou'fi of s€cfiorc where thE lssuer has a

relawely higher exposure couli adversely impact its perfotmance' Any such slowdo\i'n could

adversely afiec't its business, prospecb, results of operations and financial condition'

Rbks klated to tho Buslness of tho lssuel

A.compet|t|ve[arketp|ace:The|$uermaybecompetingforthe|oansthatitwi||make'wihanumberofothersour@sofdebtwithsimilarobjectives'Asaresu|t,theremaybere|ativelyfewattac-tivelendingopportunitiesatcertaintimes,whichcouldhaveanadverseimpact on the profibbility and viability of he lssue/s operations'

B.The|ssuerhasadopbdcertainpo|iciesthataredesignedbensurediveFificationamongthe various impact sec'brs. Despite this, if several pottblio companies of t|e lssuer are

concenfabdinonegeographicareaorsector,thelssuercou|dbeseverc|yimpacGdbyadverse de\relopments a;e;ing that area or sec{ot' In addition' the lssuer is a wholesale

debtprovk'erandaSaresult,maybeadverse|yaffectettbytheunfavourab|eperfumanceof even a single loan in the portfolio'

C. Prcpaymgnt Risk Lofler rates motivate issuers b pay off fixetl income debt if they are

ca||ab|e.Theunexpectedtimingofprepaymentscausedbythevariationsinintercstrabsmay also shorbn or lengthen the average mafurity of the lssuefs fixed income debt

portblio, if any. lf left unartended, drifrs in the average maturity of the Fund, if applicable,

may adversely afiect the expected performance of the lssuer'

D.The|oansprovidedbythe|ssuerarebothsecuredandunsecuredandifthe|ssuerisunabletocontro|the|eve|ofnon-perbming|oans(.NPAS')inthefuture,oriffte|oan|ossft}seesaleinsufficientbcoverft,ture|oanloeses,thefinancia|conditionofthe|ssuerandrGultsofoperationsmaybemateria||yandadverselyaffid.Non-performingor|owcredit quality loans can negatively impact ib resulb of operations'

As of March 91, 2014 and December 31, 2014, follo\i'ing was the btal NPAs and

oubtanding loans:

Resqqt 427,5O0J02 100.00% 72.626,',137 100.00%

1 Month 0 0.00% 0 0.00%

2 Monfts 0 0.00% 0 0.00%

3 Months 0 0.00% 0 0.00%

4 - 6 Months 0 0.00% 0 0.00%

> 6 Months 0 0.00% 0 0.00%

The|ssuercannotassurethatthelssuerwi||beab|ebeffectivelycontolandreducethe|eve|oftheimpaired|oansinitsbbl|oanportfo|io'Theamountofthe|ssuefsreporbdnon-performing loans may increase in he future t:

" Yilt:I,9:ffi:iportrorio, anO l|so dr" to facbrs b€yond the lssueis control' F-ailurcfg$Lq{.Ns or

€fiect recoveries will result in operation

E.

The lssue/s curent loan 1066 reserves may not be adequate to cover an increase in the

amountofNPASolanyfuturedeteriorationintheovera||qeditqua|ityofthel$ue/sbta|loan portblio. As a rcsu|r if the quatity of the lssuer's btal loan portficlio deteriorabs the

tssuei may be required to increase the loan loss lesen'es, which will advercely afiect he

lssue/s financial condition and results of operations. The lssue/s portfolio companies are

institutions that primarily engage with th€ poor/lou' income/excluded population who might

bevu|nerableifeconomicconditionsworEenorgrowthratesdece|e'abin|ndia,orifthereare natural disasters such as floods and droughts in areas where the lssue/s portblio

companies operate. Moreover' thete is no prccise method for prcdicting loan and ctedit

losses, and the lssuer cannot assure that the lssue/s monitoring and risk management

procedureswi|leffective|ypredictsuch|ossesorthat|oan|ossreserveswi||besufiicienttocoveractua||osses.|fthe|ssuerisunab|etocontro|orreducethe|eve|ofitsNPASorpoorcreditqua|ity|oans,the|ssuel,sfinancia|conditionandresulbofthe|ssue/soperationscould be mabrially and adversely affected.

Lendingbthefinancia||yexc|uded,inthebrmofmicmcreditorsma||businessfinancingormicf}morlgage bans poees unique risks not generally associated with offier forms of

lending in tnoL, anO, as a result, the lssuet may experience increased levels of NPAS and

related ptovisions and wdb'ofrs that negatively impact results of operations'

Thefssueis@remissionistoprcvideloansbimpactinsututionsincluding'intetalia'microfinance institutions, small business financing institutions, and housing finance and

development companies that provide financial and other seMces to the poor/low

income/financially excluded segments of the population' The lssuer also makes loans to

producer -tp"ni"t and SMES in the food & agriculture value chain' that deal primarily

with small and marginal farmers. The membeF or clients of the lssuefs portfulio

companiesaretypica||ypoor/|owincomefami|ies/enbepreneurs|ivinginrura|ands6mi.urban India, who have limibd sources of income, savings and credit histories' Any

downtumintheafeaofactivitybymemberscou|dadve'setyaffecttheabi|ityofmembeFtomake|oanrepaymenbontimetothe|s6ue/sportfo|iocompaniesandcou|dintumnegatively impact the lssue/s operations. As a tesult, the members/clienb of the lssueds

poiotio companies pose a higher risk of default than bonor ers wiul gteater financial

resouroes and more established credit histories and borowers living in urban areas wih

betteraccessbeducation,employmentopportuni$es,andsocialservices'Duebtheprecariouscircumsbn@softheseultimabmembers/c|ientsofthe|ssue/sportfo|iocompaniesandnon-tradi$ona|lendingpracticesadoptedbythesepo'tfo|iocompaniesthelssuer may, in the future, experience increased levels of non-performing loans and

'elatedprovisions and writeofb that negatively impact ib business and resulb of operauons. The

lssuer has separated sales from credit risk department This helps in befrer credit

evaluation of the customer. A credit enhancement happens by way of hypothecation of

under|yingbookdebtsoftheportbtiocompany/stocks/receiv€b|es/machineriesandormortgag€ of immovable propedy' The ability to repay the loan is taken cate of by intemal

credit evatuation and intention to repay is taken care of by the collaterals obbined'

F. lssuer requires cerbin statutory and regulabry approvals fur conduc{ing business and

- r- - .im^h, 6.hnar ^r al all mav advefselV affeCtfailure to obtain or tetiain them in a timely manner, or at all' may

operations.

@s') in India are subject b shic-t regulation and

supervision by the RBl. The lssuer being a NBFC' tequires ceftain approvals' licenses'

registrations and permissions br operating, including registration with the RBI as a Non-

DJposit Accepting NBFC ('NBFG-ND')' Further, such apptovals' licenses' rcgistrations and

petmissions must be maintained/rcneu'ed ov€r time, applicable requirements may chang€

and may not be aware of or comply with all requircments all of the time' ln particular' the

lssuet is r€quir€d b obtain " ""'tifi""t"

of registration for carrying on business as a NBFC

thatissubjecttonumercuscondifions'|fthe|ssuerfai|sbobtainorretainanyoftheseapprovals or licenses, or reneu'als thercof, in a timely manner' or at all' business may be

advetsely afiected. lf the lssuer fails to comply' ot a regulator claims we have not complied'

with any of these conditions' ib certiticate of registration may be suspended or cancelled

and the lssuer shall not be able to carry on such adivities'

G. lssuer may be required to insease capihl ratio or amount of loan lo6s reserves' which may

result in changes to business and accounting practices that would harm business and

resulb of operafions.

The|ssuerissubjecttotheRB|minimumcapita|briskwtsighbdassebratioregu|ations.Pufsuanttosection4slcoftheRBlAct,everyNBFCisrequir€dbqeateareservefundand bansGr the|€b a sum not less than 2O'O% of ib net profit every year' as disclosed in

theprofitand|ossaccountandbeforeanydividendisdec|ared.The|ssuerisa|sorequiredtomaintainaminimumcapita|adequacyratioofl5.o%inre|ationtoaggregaterisk-weighted asseb and risk adjusted assigned loans'

TheRBlmayalsointhefufurcrequifecomp|iancewithotherfinancia|ratiosandstandads.Compliance with such regulatory requiremenb in the future may require alteration of its

business ano accountinglprac{ices or take other ac{ions that oould mabrially harm its

business and operating resulb.

THE INVESTI{ENTS SHALL BE SUBJECT TO iIARKET RISK' INCLUDING INTERESTRATE

R|sK'cREDtTR|gK,EXGHANGER|9K,PosslBLEDELAYSINREPAYi|ENTANDLoSSoFrNcotE AND PRINC!?4!I!LE9[ED.

ffiiries, accepts responsiuitity for and confims that his

lnbrmation Memorandum as on date and b th€ best of its knowledge contains all inbrmation with

regardtohe|ssuerandth€|ssue,whichismateria|inthecontextof$elssue,thattheinformationcontainedinthe|nformationMemorandumistrueandcorrectina||materia|aspectsandisnotmis|eadinginanymaEriatrespect,t|attheopinionsandinbntionsexpressedthereinarehonest|yhe|dand$attherearenootherfac{s'th€omissionofwhichmakesthisdocumentasawho|eorany of sucn information or the expression of any such opinions or inbntions mislEading in any

SECTION2: DISCLAITERANDCONFIDENTIALITY

lssuER'S DISCLAIiTER

This Informauon Memorandum has been prepared solely b give general information regarding the

|ssueftose|ectedinvestorsprcposingb-subscfib€totheDebenturesanditdoesnotpurporitocontain all the information tn",

"iy "rJn pafty may require. The lssuer does not undertake b updats

this|nformationMemorandumtoreflectsubsequenteventsandthusitEhou|dnotbere|ieduponwithoutfirstconfirmingicaccuracywiththe|ssuer.This|nbrmationMemorandumisnotintend€dtofomthebasisofeva|uationbrpotentia||nvestolstowhomitisadd€ssedandwhoarewi||ingandeligible b subecribe b th€ Debentures'

This|n'ormatonMemorandumisnotintendedfordistfibutionandisfortheconsiderationofthep"*nto",ho'itisaddressedandshou|dnotbereproducedbytheaddresse€.|tcannotbeactedupon Oy any person other than to whom it has been specifically addrcssed'

This|nformationMemorandumisnotintendedtoprwideanybasisforanyc'edit9'.:ly.oth"'eva|uation.Potentia|investo(s)arerequiredtomake(andwi||bedeemedtohavemade)$eirowninoepenoent watuation and iudgment. ti is the responsibility oJ pot€ntial invesbrs b have obtained all

consenb, approvals or authoizations requir€d by them to participate in ure Deb€ntures. The

Debentures have not been re@mmended or apiroved by SEBI nor does SEBI guarantee the

accu]acyoradequacyofthis|nbrmationMemorandum.BysubGcribingto/purchasingtheDebenfures, potential investors shall be deemed b have ackno l€dged that the lssuer does-not owe

themanydutyofcareinthisl€spect.Accordingly,thelssueroranyoftheirrespec-tiveofficesoremployees oi advisols shall not be held rcsponsible for any dircct or consequential loss or damage

sufieredorincunedbyanyrecipientofthis|nformationMemorandumasaresu|toforarisingfromanythingexpresstyorimp|iciUycontainedinorrebrredtointhislnformationMemorandumoranyinformation received by the recipient in connection with the Debentures'

This Infurmation Memorandum has been prepared for infotmafonal purposes relating b this

Fansaction only and upon the express understanding that it will be used for only the purpo€es set

forttr above. The lssuer do€s not make any exprcss or implied represenbtion or wananty as to the

.."u|a.yorc,mp|etenessoftheinformationconhin€dhereinormadeavai|ab|einconnec-tionwithanyfurtherinvestigationoftheprojectsundertakenbythe|ssuerandanyonep|acingre|ianceonanysource of informafion would o"'ooing so at their own risk. The lssuer expressly disclaims any and all

liabili$ which may be based on such infurmation'

Thede|iveryofthis|nformationMemorandumatanytimedoesnotimp|ythattheinb'mationinitisconecl as at any time afler the dab set out in the cover page hereof, or that t|ere has..been no

changeintheoperation,financialcondition,prospects,creditworthiness,statusoraffairsofthelssueror its sponsors since that dab.

Alt projections and turecast, if anv, in this lnformation M"T"::11^?f ::::""1""::H"i:;r##ffi;';;;;L ;ri'',i" "Jr"r

oubome may be maerialy "tbTj,-ly _.1:T: "

e@nomic and other circumstances, which cannot be foreseen'..No tpTTPl"^1i:^Y,T:il;#"JilJfi ''.;;;i;;;ilj""ti"',P**:r::i'T:"i^::**:5:n':*Iffffi; 'il:ffifiui;;,"t"oi,rirr

be achieved, and no nepresentation or wanantv is made

^a r{Ai- | hc^rri.li^nto the tuture performance or policy of the lssuer' The reliance.that i: TIi"iMemorandum places upon the projections and forecasts b a matFr for its ou'n

lnbrma$on

NopeFonhasbeenauthofizedbgiveanyinformationormakeanyrepresentationnotcontainedinthis Information Memorandum and,if given or made, any such iniomation or repr$entation may not

be relied upon as having been authorized by the lssuer'

The infomation contained in this Inbrmauon Memorandum may include results of analyses fiom a

quantitativemode|whichrepresentpotentia|futureeventsthatmayormaynotberealizedandisnota complete analysis of e\rery material fact representing any product' Any estimates included herein

constitute our judgment as of the daE hereof and are subject to change without any notice'

This |nformation Memorandum may not be phobcopied, reproduced, or distfibuted b others at any

timewithoutthepfiorwrittenconsentofthelssuer.Uponrequest"therecipientwi||prompt|yr€tuma||mabrial received fiom the lssuer without Etaining any copies thereof, all in accordance with such

confldentialityp|ovisionshereof.|fanyr€cipientofthislnformationMemorandumdecidesnottoparticipate in tfie OeUenture issue, the recipient must promptly retum this lnfotmation Memorandum

and ail repmduc{ions whether in whole or inpart and any other iniormation staFment, notice, opinion'

memorandum,expressionorforecastmadeorsupp|iedatanytimeinre|ationtheretoorreceivedinconnection f,,ith the Debenture issue to the lssuer and abide by the confidentiality pro,isions hereof'

This lnfomation Memorandum is issued by the lssuer and signed by its authorized signabry'

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE

Asrequired,acopyofthistnbrmationMemorandumhasbeenfi|edwiththeBsEintermsofthesEB|DebtListingRegu|auons.|tisbbedistinc.t|yunderstoodthatsubmissionofthis|nbrmatbnMemorandumtotheBsEshou|dnotinanywaybedeemedorconstuedtomeanthatthis|nformationMemorandumhasbeenrevierred,c|earedorapprovedbytheBsE;nordoesth€BsEinanymannerwarant,certifyo'endoEethecorrechessorcomp|etenessofanyofthecontenbofthis|nbrmationMemorandum,nord@stheBSEwarrantthattheDebentureswi|lbelisbdorwil|continueb be list€d on the BSE; nor does the BsE take any responsibility for the soundness of dle financial

and other conditions of the tssuer, its ptomoters, its management or any scheme or projec't of he

lssuer.

DISCLAI]TER CLAUSE OF SEBI

As per he provisions of fte sEBl Debt Listing Regulations, it is not stipulated that a copy of this

lnformation Memorandum has b be filed with or submitbd b the sEBl for ib review / approval' lt is b

be distincfly understood that this Information Memorandum should not in any way be deemed or

construedtohavebeenapprovedorv€ttedbysEB|andthatthis|ssueisnotrccommendedorapprovedbysEB|.sEBldoesnottakeanylesponsibi|ityeitherfurthefinancia|soundnessofanyproposal for which the Debentures issued mlreoiis proposed to be made or for the cor€ctness of the

stabmenbmadeoropinionsexpt€ssedinthis|nformationMemo]andum.Horeverthe|ssuelundsrtakes to file this Information Memorandum/ oftel Letbr with sEBl wihin 30 days from the

Deemed DaF of Albfnent ". p"i tf'" provisions of the Companies Act' 2013 and the rules

thereunder.

DISCLAITER IN RESPECT OF JURISDICNON

This lssue is made in India to Investors as specified under the clause titled 'Eligible Inv$tor€r" of this

lnbrmationMemorandum,whoshallbespecificallyapproachedbythelssuer'ThislnformaiionMemorandum does not constiute an ofbf b sell or an invitation b subscribe to Debenfures ofbred

herebybanypeFonbwhomitisnotsp€ciftca|lyaddressed.Anydispubsarisingoutofthis|ssuewi|lbesubjectbthenon-exc|usivejurisdictionofthecourbandtibuna|satHyderabad.Thislnformaton Memorandum does not constitute an offer to sell or an invitlation b subscribe to the

Debenfures herein, in any other jurisdic'tion to any peFon b whom it is unlawful to make an ofier or

invitation in such jurisdiction'

DISCLAIIIER !N RESPECT OF RATING AGENCY

Ratingsareopinionsoncreditqua|ityandarenotrecommendationstosanction,'enew,disburseolrccall the concemed bank trcitities oi O buy, sell or hold any security. The Raung Agency has based

ib ratings on inbrmation obtained from sources believed by it to be accurate and reliable' The Rating

Agency does not, however, guarantee the accuracy, adequacy or complebness of any inbrmation

andisnotresponsib|eioranyerrorsoromissionsorfortheresu|bobtainedfromtheuseofsuchinformation. Mo6t entities whose bank facilitiedinstruments arc rated by fie Rating Agency have paid

a crcdit rating fee, based on the amount and type of bank facilities/insbuments'

DISCLAIMER CLAUSE OF THE SOLE ARRANGER

The|ssuerherebydec|aresthatithasexercisedduedi|igencebensurecomp|etecomp|iancewithpresoibed disclosur€ norms in this Information Memorandum. The only role of the sole Alranger with

respec{btheDeb€nturesisconfinedba'rangingp|acementoftheDebentu]esonthebasisofthislnformation Memorandum as prepared by the lssuer. wisrout limiung the foregoing, the sole Ananger

isnotacting,andhasnotbeenengagedtoact,asanunderwriter'melchantbankerorotherintermediary with fespect to the Debenturcs. The lssuer is solely responsible for the truth, a6uracy

and@mp|eEnessofa||theinformauonp'ovidedinthis|nformationMemorandum.Neitheristheso|eAnangei responsible fur preparing, ciearing, approving, scrutinizing or vetting this lnformation

Memorandum, nor i8 the sote Ananler responsible br doing any dus.diligence for velmcaton of the

tuh,correchessorcomp|eteness=ofthecontenbofthislnformationMemorandum'Th€so|eArrangersha||beentit|edbre|yonthetruth,@ffectnessandcomp|etenessofthis|nformationMemorandum.|tistobedisunct|yunderstoo<|thattheaforesaiduseofthis|nformationMemorandumby the sole Aranger should noi in any way be deemed or constued b mean that the Inbrmation

Memorandum has been prepared, cleared, ipproved, scrutinized or vetted by the Sole Ananger' Nor

should the contenF of this Information Memorandum in any manner be deem€d b hav,e- been

wananted,certifiedorendorsedby0|eSoleArangerasbthetuth'conecbessor@mpletenesstheleof. Each rccipient must satisfy itseff as to the accuracy, reliability, adequac1, reasonableneas or

completeness of the Information Memorandum'

ThesoteArrangerhasnotconductedanyduedi|igencereviewonbeha|forbrfrebenefitoftheDebentur€Trusteeo'anyoftheDebentureHo|ders'Eachofthel}eb€ntuGHo|dersshou|dconductsuch due diligence on the lssuer and the Debentures as it deems appropriate and make its own

independent assessment thereof'

Distributon of this Information Memorandum does not constitub a

"rp*t o, implied by the Sole Arranger that he informaton and opini

or wananty,at

any time afier $e date of this Information Memorandum. The sole Ananger does not undertake to

notify any recipient of any inbrmation mming b the atiention of the sole Afranger after the daF of

this information Memorandum. No responsibility or liability or duty of care is or will be accepted by the

sole Ananger for updating or supplementing this Inbmation Memorandum nor for providing access

b any additonal inbrmation as futlfier information becomes available'

Neither the sote Arranger nor any of their respective dir€ctors, employees, officers or agents shall be

liable for any direct, indirect or @nsequenual loss or damage sufier€d by any petBon as a result of

relying on any sbtement in or omission hom this Information Memorandum or in any other inbmation

or @mmunications made in connection with he Debenfur€s'

The sole Arranger is acting for the lssuer in |€lation to the lssue of the Debentur$ and not on behalf

oftherecipienbofthis|nformationMemorandum'ThereceiptofthislnbrmationMemorandumbyanyrecipientisnottobeconstitutedashegivingofinvestmentadvi{:ebytheso|eArrangerbthat,*ipi"ni nor b constitub such a recipient a;usbmer of the sole Ananger. The sole Aranger is not

responsible to any other p€Fon br ptoviding the prcbc{ion afforded to the cusbme]s of the Sole

Ananger nor for providing advice in relation to the Debentures'

Each recipient of this Information Memorandum acknowledges that

A. each recipient has been afiorded an opporfunity to request and b review and has received all

additional information considered by the recipient b be necessary to vetify the accuracy of or

to supplement the inbrmation contained herein; and

B.suchrecipienthasnotre|iedontheso|eArangerinconnectionwithibinvestigationoftheaccuracy of such inbrmation or its inv6tment decbion'

ISSUE OF DEBET{TURES IN DEUATERIALISED FORi'

TheDebentu]eswi||beissuedindemateria|izedbrm.The|ssuerhasmadearrangemenbwiththeoepositoriesbrtheissueoftheDebenturesindemaEfia|izedform.|nvesblswi||havetoho|dtheo"Lnt r." in demateriatized form as per the provisions of Depositories Act. The lssuer shall take

;"a*""w steps to credit the Debentures altotbd b he beneficiary account maintained- by the

|nvesbrwihitsdepositafyparticipant'Th€|ssuerwi||maketheAllotmentb|nvestorsontheDeemedDateofA||otmentafterverificationoftheApp|icationFo'm,theaccompanyingdocumenbandonr€alization of the application money.

'11

SECTION3] AUTHORISATIONLETTER

Date: February 24, 2015

To: UnitE Capltel .ndror any of ltB afiiliatos (the "Ananged')

Dear Sila:

lesue of Sscurod Ratod LBted Redeemable Transft|able Nonconve ibb llebenturcs' tt a

dbcour|t, on a Private Placoment basb (the "Debontur€s")

We,caspian|mpact|nv€stmentsPrivateLimiEd,former|yknoi,nasBe||wetherMiciofinanceFundprivate Limited (the "lrsuer'), refer b the information memorandum dabd February 24' 2015 (lhe

"lnformdbn nsmoEndum') in connection with the Debentures proposed to be issued by th€ lssuer'

weconfirmthat,asatthedateofthis|etter,thefacfua|informationcontainedinthg|nfurmationMemorandumistrueanda@urateandnofacfua|informationhasbeenomitbdthatrendeEsuchinbrmation contain€d in the Information Memorandum untrue or inaccurab in any mabrial respect

andanyfinancia|forecasbandprojec{ionscontainedinanypartofthe|nformationMemoEndumhave been preparcd on the basis oi recent historical information and assumptions believed by the

|ssuertobefairand]easonab|e'A||expressionsofopinion,stabmentsandestimatessetbrthandrcfiectedinthe|nbrmationMemo'andumhavebeenmadebyusafterdueandproperconsideration.|n addition, we are not aware of any information not contained in the |nfo'mation Memorandum, the

omi$sion of which would lead to the Information Memorandum b€ing inaccurate, untrue or misleading

inanymaeriatrespectwefurtherconfirmhatweareincomp|ianceandsha||comp|ywitha||Appticable Law3 and regulations in relation to the proposed issue of the Debentures'

Weauthoriseyouand/oryouraft|iatesbde|ivercopiesoftt|elnbrmationMemorandumbthosespecifiedpe]sonsidentifiedbyus/youfiomwhomyoup'oposeparticipationintheDebenfu|es.we

"gr* to indemnity and hold you, your affil6bs and each of your and their officers, employees'

Jpresentauves, and agenc harmless from and against any and all losses, liabilities, damages,

claims, cosb or expenses which may be imposed on or incuned by you or your affiliates' officeB'

employees, reprcsentatives, and age;b as a result of any inaccurab' unbue or misleading statement

contained in he lnformation Memorandum or caused by an omission of any material fac't which is

necessarytomakeanyofthestatementscontainedinthe|nformationMemorandumnotmis|eading.

This letbr and all claims arising in connection with it are govemed by, and are b be consrued in

accordance with, Indian laru. WJ submit b the non€xclusive judsdiction of the coutb and tribunals at

Hyderabadbrher€so|utionofanydispuba]isinginconnectionwiththis|etter.

YourstuihtullY,

Fo/'andon tnv€Ed,n€,,r's Prtvab Ltmll€id

't2

Namo:lF, Vbwanatha

SEGTION 4: DEFINITIONS & ABBRET'IATIONS

Act tuteans (i) The (lndian) companies Act, 2013 (to the extent notified

on the relevant date); and (ii) the (lndian) companies Act, 1956 (to

the extent enforceable on the relevant date) and wherever

applicable, the rules framed there under and any subsequent

amendment or re-enactment thereof for the time belng i

Affiliate Meatls, with respect to any Person, (i) any other Percon that is

direcfly or indirectly controlled by, under @mmon control with, or

controlling such Person; (ii) any other Person owning beneficially or

controlling five percent (5%) or more of the equity interest in such

Person; (iii) any officer or director of such Person; or (iv) any

spouse or relative of such Person. As used herein, the term.control" means possession, directly or indirectly, of the power to

direct or cause the direction of the management and policies of a

Person, whether through the ownership of partnership interests or

vatino seeurities- bv contract or othenrise

Al loUAl lotmenUAl lotted Unless the context othenuise requires or implies, the albtment ot

tha llahentrrres Dur''lsuant to the lssue.

Applicable Law Means and includes all applicable statutes, enactments or acts or

any legislative body in India, laws, ordinan@s, rules, bye-laws'

regulations, notifications, guidelines, policies, directions, directives

and orders of any Govemmentral Authority and any modifications or

ra-anaelments fhereof

Apptication Form Means the form used by the recipient of this Informauon

Memorandum, to apply for subscription to the Debentures, which is

annexed to this Information Memorandum and marked as

Annarrrrc'l

Board iraane rha hnard of directors of the lssuer or a committee thereot'

Business Day Means a day, other than a Saturday and Sunday' on whicn tne

principa| commercia| banks |ocated in Hyderabad, Mumbai and/ or

Sinoanore are ooen for business during normal banking houts'

CDSL Maans the central Deoositorv Services (lndia) Limited'

Gonsent Means any approval, consent, license, registration' perm[

ratification, waiver, notice or other authodzation of or from or to any

Person, including a Governmentral Authority that may be required

for (i) the execution of the Debenture Documents and the

consummation of the transactions contemplated thereunder, and (ii)

aarnrinn nn tha lssue/s business in a lawful manner.

Corrupt Practices Laws means (a) the (lndian) Prevention of Corruption Act, 19uu' (D) me

(United States) Foreign Gorrupt Practices Act of 1977 ' as

amended,and(c)anyotherApp|icab|eLawrelatingtobribery,kick.backs, or similar business practices'

MeanstnefixedinterestontheoutstandingFaceVa|ueoftheDebentures at 10.0006 per annum payable on May 30 and

November 30 of each year till the Redemption Due Datg' .. -fne Oatelt on which any Coupon Payment or Default Goupon

payment on the Debentures is due 6no pavable-Hection 6

r flssue Detaits). l6rtnvesN

Coupon PaYment

Goupon PaYment Date

W 1 3

net of all Taxes

Means the curent account bearing account number

81030100003296 and name "Caspian lmpac{ Investments Privab

LimiFd", opened and maintained by the lssuer with State Bank of

Mauritius at lts Frce Press Joumal Marg Branch, Nariman Point'

Cunent Account

ldentmcation Number

Means up to 6,205 listed, rabd, secured and redeemable non-

convertible debentures of $e lssuer, of the Face Value, each

issued at discount of Rs. 2,850 per Debenture' aggregating to Rs'

620,500,000 being issued in one or mote series / tEnche on a

Mians colleaively, this Information Memorandum, the Debenture

Trust Deed, he Debenture Trustee Agr€ement and he Deed of

Hypothecation and all other undertakings' agreemenb'

instrumenF, indentures, deeds, writings, and other documents

(whether financing, security or otherwise) executed or entered inb'

or to be executed or entered into, by the lssuer, the Debenture

Trustee or any other Pe6on as the case may be, in relation' or

pertaining, to the issue of the Debentures and the fansac'tions

Debenture Doqlments

tnctuoes ttre Investor and mEans the persons who are, fur the time

being and from time to Ume, the holders of the Debentures and'

who are listed in the register of Debenture Holders as the holders of

the Debentures, where such Debentures are held in physical form'

or whose names appear in the regisfier of beneficial outners

maintained by the R&T Agent, where such Debentures are held in

demaErialized form, and 'I).bentuE Holder" means each such

Debenture Holde(s)

f.,f**t ""0

i*trO* the Coupon Payments' the Principal Payment'

the Default Coupon Payment, if any, and any other amounts

payable by the lssuer to any Debenture Holder as per the terms of

Debenture PaYment

frfe"^s Dgl TttsF"ship Services Limit€d, a company incorporated

under the provisions of the Act, and having it5 registered office at

Asian Building, Grcund Floor, 17. R. Kamani Marg, Ballard Esbte'

Mumbai 400 OOl, Maharashha, India; being the debenture trustee

to be appointed for the Deb€nture Holders and shall include ib

successors and assigns; being appointed in terms of fte Debenfure

Trustee Agreement entered into/ to be entered inb, between the

lssuer and the Debenture Trustee.

Debenture Truste€

Me""s th" d"b"thr. t"r"t de€d dated February 24, 2015 entered

the lssuer and the Debentulg frugteg

Me"ns the deed of hyp"thecation dabd February 24' 2015 fot the

creation of charge on the receivables on book debts of the lssuer in

favour of the Debet!U!9-Irusb€-!9l

Deed of HyPohecation

Means March 2, 2015.

Means a default interest of 2%

net of all Taxes, on the default amount from the respective DueDate until the date of actual payment in case of any delay or default

in making of any Coupon Payment or Principal Payment on the Due

Date, unless specifically waived or permitted to be delayed by theDebenture Holder in writing.

Depositories Means NSDL or CDSL, collectively, and 'Depository' means each

of NSDL and CDSL.

Due Date Means the date on which any Debenture Payment is due andpayable as per the terms of the Debenture Documents.

Encumbrance Means any mortgage, pledge, nondisposal undertaking, escrow,power of attorney (by whatever name called), charge, lien or other

security interest securing any obligation of any Percon or any other

agreement or anangement having a similar effect, option, pre-

emptive right, adverse claim, title retention agreement, conditional

sale agreement, co-sale agreement, trust (other title exception ofwhatsoever nature) or other encumbrance of any kind, or a contract

to give or refrain from giving any of the foregoing, including any

restriction imposed under Applicable Laws or contract on the

operation of the Business, and the term 'Encumbef shall be

construed accordingly.

Equity Shares Means the equity shares of the lssuer, of bce value of Rs. 10

(Rupees Ten only) each.

Exclusion List Means the exclusion list provided as Annexurc 5.

Face Value Means Rs. 1,00,000 (Rupees One Lakh only) per De!g!E!e.FinancialYear/ FY Means 12 (twelve) months period commencing from April 1 of a

particular calendar year and ending on March 31 of the subsequent

calendar year.

lTAct Means the Income Tax Act, 1961 as amended from time to time.

lndian GAAP Means the generally accepted accounting principles in lndia.

lnformation Memorandum Means this information memorandum.

lnvestment Advisor Means Caspian lmpact Investment Adviser Private Limited.

Investor Means ANZ Singapore Limited, who has proposed to subscribe to

the Debentures.

lssue Means this issue of the Debentures under this Information

Memorandum.

lssue Closing Date Means February 27,2015lssue Openinq Date Means March 2,2015lssuer Means Caspian lmpact Investments Private Limited, a company

incorporated under the Companies Act, 1956 and having iFregistered office at 3d Floor, 8-2-596t5lBll, Road No: 10, Banjara

Hills, Hyderabad - 500034, lndia.

Key Person Event Means a failure by S. Viswanatha Prasad, as a key person and

promoter and managing director of the lnvestment Advisor to

devote at least 30% of his business time to the management of the

lssuer until the complete liquidation of the lssue/s existing equity

investmenF, and at least 50o/o of his time to managing the lssuer

thereafter. !Majority Debenture Holders Means Debenture Holders whose participatioffi$D&Q

outstranding nominal value with respect//Glf. the Dl\e totat

BAtur#cl

Rg{8to'iY/ 1

_5?F5

aggregate to more than 7506 (Seventy Five per cent) of the value of

the nominal amount of the Debentures for the time being

outstandinq

Market Lot Means 1 (One) Debenture.

NBFC Non-Bankino Financial ComPanY

NSDL Means the National Securities Depqitoryltrnjted

Non-Performing Loan

Portfolio

Means all loan assets of the lssuer with one or mo]e principal or

interest installments past due more than 30 days expressed as a

percentage of the total outstranding portfolio of the lssuer.

OFAC Means the office of Foreign Assets Control of the u.s. Department

of the Treasury, which administers and enforces economic and

trade sanctions based on U.S. foreign policy and national security

goals against targeted individuals, organizations, and foreign

countries and regimes

OFAC List Means the specially Designated Nationals and Blocked Persons

List and any other listrs administered or enforced by oFAC'

including but not limited to the Palestinian Legislative Council list

and the Part 561 list, in each case as published by oFAG from time

to time and available at http://www.treasury.gov/resource-

center/sanctions/SDN-LisUPageddefiault.aspx or any official

er.naRsor website-

OFAC Regulations Means (a) the rules and regulations promulgated by OFAG' as may

bepub|ishedinChapter3l,Part500oftheGodeofFedera|Regulations from time to time, and (b) any Executive orders

administering or imposing economic sanctions on individuals,

orqanizations or foreign cou

PAN Means Permanent Account Number

Person Means any natural person, firm, @mpany, limted llaDlllry

partnership' Governmenta| Authority, joint venture, partnership,

association or other enti$ (whether or not having a separate legal

Principal PaYment Means the payment of the outstanding Face Value ot ne

Debentures to the Debenture Holder on the Redemption Due Date,

except in case of occurrence of an Event of Default prior to such

Par{amnfinn Dtre Date-

Principal PaYment Date Means any date(s) on which any Pdncipal Payment on me

Problem Asset Portfolio Means debt investmenF classified by me lnve$menr Aqvrl

pursuanttoibcreditpolicyas'prcblem'loans,expressedasanarnantanA of the total outstandino portfolio of the lssuer.

-

Prohibited PaYment Means the giving or making by any Person (such Person' me I

"Payor") of any offer, gift, payment, promise to pay or authorization I

of ine payment of any money or anything of value' directly or

indirectly, to or for the use or benefit of any official (including to or

for the use or benefit of any other Person if the Payor knows, or has

reasonable grounds for believing, that the other Person would use

such offer, gift, payment, promise or authorization of payment for

the benefit of any such official), for the nry@ffi15tncing any

actordecision oromission of any offidd,lMertoiWN retain or

1

&TV6

direct business to, or to secure any improper benefit or advantiage

for, the lssuer or any other Person; provided that any such offer,

gift, payment, promise or authorization of payment shall not be

considered a Prohibited Payment if it (i) is expressly permitted by

Applicable Laws or (ii) is made for the purpose of expediting or

securing the performance of a routine governmential action (as such

term is construed underApplicable Law).

RBI Means the Reserve Bank of India.

Rating Agency Means Credit Analysis & Research Limited (CARE).

Record Date Means the date falling 5 (five)

Redemption Due Date Means January 2,2022

Registrar/ R&TAgent naeans Registrar to the lssue, in this case Link lntime India Pvt

Limited

Rs. / INR Means Indian RuPees.

SEBI Means the Securities and E@SEBI Debt Regulations Means the securities and Exchange Board of India (lssue and

Listing of Debt securities) Regulation, 2008 issued by sEBl, as

amended from time to time.

Security tne security for the Debentures as specified in section 6 (lssue

Detailsl.

Shareholderc Means the shareholders of the lssuerwho are listed below:

a. Gray Ghost Microfinance Fund, a limited liability company

incorporated in the State of Georgia, USA;

b. Mr. Arun Duggal, an Indian resident;

c. Mr. Adan Jethwani, an Indian resident;

d. Ms. Shilpa Sudhakar, an Indian resident

e. Stichting Hivos-Triodos Fonds;

f. Stichting Triodos Sustainable Finance Foundation;

g. Caspian lmpact InvestmentAdviser Private Limited;

h. Nederlandse Financierings Maatschappij voor

Ontwikkelingslanden NV ('FMO").

Sole Ananger Means U nitus Capitaltdyqtellmited.

Subscription Amount fvfeans the amounts infused by the Investorc towards subscription

and allotment of the Debenturcs.

Target Sectors Means, initially, Microfinance, small Business Financing, AttoroaDE

t-tarrclno and Sustainable Aoribusiness in lndia.

Tax/ Taxes Means all national, local and foreign tax on net income' gross

income, gross receipb, sales, use, ad valorem, value-added'

capitral gains, transfer, franchise and profits; withholding tiax; fees,

assessments or charges of any kind whatsoever, including any

surcharge or cess thereon, together with any interest and any

nanalties additions to tax or additional amount with rqJpqct thereto.

Term Means a period of 82 months from the Deemed Date or Allotment'

endingonJanuary2,2o22un|essothenuiseextendedbytheDebenture Holder.

USD Maans tlnited States DollaruWeo, nUso, nOuf

Worker RighF Requirements Mean the conditions as llgteqjn AnnexurcJ Q'r

a)s.

ngvlt'aPTV 7

Workers Means, with respect b a Pet€on, collectively, (a) individuals that

are employed dircctly by such Person, and (b) indMduals that

under a project contracL perbnn @ntinuous on€ite work that is

elther (i) of substantial duration or (ii) material b the primary

of the

Capitatized terms Used but not defined in this tnfomafio,, Memonndum shall have the neaning

assigned to it in the Debdntarc Trust Deed.

18

SECTIONS: DISCLOSURES

The Inbrmation Memorandum is prepared in accordance with tfie provisions of SEBI Debt Listing

Regulations and in this Seclion, the lssuer has set out the details rcquired as per Schedule I of the

SEBI Debt Listing Regulafons.

5.1 Documents Submitted to the BSE

The following documenb have been / shall be submitbd to the BSE:

A. Memorandum and articles of association of the lssuer and necessary rcsolution(s) for the

allotment of the Debentures;

B. Copy of last 3 Ohree) years audited annual repotts;

c. statement conbining particularE of, dates of, and parties to all material contrac-ts and

ag.eemenb;

D. Certified bue copy of $e Board resolution of the lssuer authorizing tre botrowing and list of

authorized signatories;

E. certified t'ue copy of the resolution passed by the shareholders of the l$uer at the extra-

odinarygenera|meetingshe|donJanuaryT,2ols,authorizingtheissue/ofierofnon-convertible debentures by the lssuer;

F.certifiedtruecopyofthereso|utionpassedbythelssuerattheextra-ordinaryg€nera|meetingshe|donJanuaryT,2015authorizingthe|ssuertoborrow,uponsuchtermsastheBoardmaythinkfit,uptoanaggregatelimitoflNR2'oOO,OO0,00U-(RupeesTwoHundredCores OnlY);

G. An undertaking from the lssuer stating that the necessary documenF for fie creation of the

charge, including the Debenture Trust Deed would be execubd within the time frame

prescribedintherelevantregu|ations/acts/ru|esetcandthesamewou|dbeup|oadedonthe\flebsite of the BsE, wher€ the debt securities have been listed, within 5 (five) working days of

execution of the same;

H. Any other particulars or documenb that the recognized stock exchange may call for as it

deems fit.

5.2 Documenb Submltted to Dobenture Trustee

Thefollovvingdocumentshavebeen/shallbesubmitFdtotheDebentureTrusbe:

A.i|emorandumanda'tic|esofassociationofthe|ssuerandnecessaryreso|ution(s)forth€allotment of the Debentutes;

B. Copy of last 3 (Three) years audibd annual reports;

c.statementcontainingparticu|arsoldatesof,andpartiestoa||materiatcontractsandagreements;

D.Latestaudited/|imitedreviewha|fyear|yconso|idated(whereveravai|ab|e)andstanda|onefinancialinfurmation(profit&|ossstabment,ba|ancesheetandcashflowstatement)and

E.

audibr qualifications, if any;

An undertaking to the effec't that the lssuer would, until the redemption of the debt securities'

submitthedetai|smentionedinpoint(rl)abovetotheDebenfur€Trusteewihinthetime|inesas mentioned in Simplified Listing Agreement issu€d by SEBI vide circular No'

SEBUIMD/BOND/ 1l2logt11to5 daed May 11, 2oog as amended from time b time' for

180 (Onefumishing / publishing its haf yearly/ annual result Further' the lssuer

19

5.3

Hundred and Eighg) days from the end of the financial year, submit a copy of the latest

annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share

the details submifted under this clause with all 'Qualified Institutional Buyers' and other

existing debenture-holderc within 2 (two) working days of their specific request.

lssuer Informatlon

1 Registered office of the lssuer

Caspian lmpact Investments Private Limited

3d Ffoor, 8-2-596151B,11,

Road No: 10, Banjara Hills,

Hyderabad - 500034, India. .-

2 Corporate office of the lssuer

Caspian lmpact Investments Private Limited

3d Floor, 8-2-596/5/8/1,

Road No: 10, Banjara Hills,

Hyderabad - 500034, Indi1 '-3 Compliance offtcer of thq Sqge! Ms. Rimpa K Sarkar

4 Chief Financial Officer of the lssuer Mr. Lakshmikant PB

5 Managing Director of the lssuer Mr. S. Viswanatha Prasad

6

7

8

I

10

Arrangerc, if anY, of the instrument

Unitus Capital Private Limited

Kaiser-E-Hind, Second Floor

No.9/3, Richmond Road

Bangalore - 560025

Karnataka, lndia

Trustee of the issue

lDBl TrusteeshiP Services Limited

Asian Building, Ground Floor,

17. R. KamaniMarg, Ballard Estate,

Mumbai-400001,Maharashtra, India. -.'---------

Registrar of the issue

Link Intime India Pvt Limited

G-13, Pannalal Silk Mills ComPound,

L.B.S. Marg, BhanduP (West)'

Mumbai400078,Maharashtra, India

Credit Rating AgencY of the issue

GreditAnalysis & Research Limited (CARE)

4th floor, Godrej Coliseum,

Somaiya Hospltal Road, Sion (East)'

Mumbai -400022,Maharashtra, India

Auditors of the lssuer

Walh€r Ghandiok & Go LLP' Chartered

Accountiants

7h Floor, Block lll, White House,

Kundan Bagh, BegumPet'

Hyderabad - 500016,

Telengana, India.

20

5.4 A brief summary of the business/ activities of the lssuer and its line of busineas

containing at least following information:

5.4.1. OrerviewThe lssuer is a private limited company registered under the Companies Act, 1956 with its

registered office at 8-2-596/5/8/1, Banjara Hills, Road No. 10, Hyderabad - 500034'

Telangana, India. The lssuer is registered with the RBI as a nondeposit traking NBFC with

registration No: 809.00365 and operates under the purview of the RBI's regional office in

Hyderabad.

The lssuer has been engaged in the business of providing debt and equity to regulated

microfinance institutions across the country. The lssuer has now expanded its business

activity and has initiated an impact debt program under which it provides debt to institutions in

the social impact space, including, inter alia, Microfinance, Small Business Financing,

Affordable Housing and Food & Agriculture in accordance with its investment policy as

approved ftom time to time.

5.4.2. Gorporate StructureThe lssuer is a NBFC registered with the RBl. The lssuer has appointed Caspian lmpact

Investment Adviser Private Limited ("lnvestment Advisof) as ib investment adviser. The

Investment Advisor provides investment advice and administrative support to the lssuer in

accordance with the Investment Advisory Agreement between the lssuer and the Investment

Advisor.

Key Operational and Financial Parametee* for the last 3 audited yearc

least covering the following - Consolidated basis (wherever available) else on standalone5.4/..*Atbasis

Mr. Theodoor Jacob Hendrik Elsen

Brief Profile of the Directots of the lssuer

Non-CunentAsseF 47.33 40.95 38.56 64.65

Cash and Cash Equivalents 31.77 27.54 37.38 6.25

Current Investments 0.00 7.88 0.00 0.00

Current Assets 67.76 .55.25 39.86 14.43

Cunent Liabilities and Provisions 36.59 ',3.41 2.70 2.11

Assets Under Management 115.09 96.20 78.42 79.08

Off Balance Sheet Assets 0.00 0.00 0.00 0.00

lnterest Income 4.78 4.14 0.84 0.72

Interest Expense 0.87 0.00 0.00 0.00

Provisioning & Write-offs 0.27 4.46 2.00 3.07

ProfitAfterTax 12.05 18.65 (1.77) (1.8e)

Gross NPA (%) 0.00% 0.00% 0.00% 0.00o/o

Net NPA (o/o) 0.00% 0.00o/o 0.00o/o 0.00%

Tier I CapitalAdequacy Ratio (%) 114.04o/o 131.13o/o 88.89o/o 51.44o/o

Tier ll CapitralAdequacy Ratio (%) 1.02o/o 1.77o/o 0.15o/o 0.260/o

Total Capital Adequacy Ratio (%) 115.060/o 132.90o/o 89.04o/o 51.70o/o

S.4.0. Gross Debt I Equity Ratio of the lssuer, aa on March 31,2014 and December 31,2014=

5.4.6. Prciect cost and means of financing, in case of funding of new proiects

NA.

5.5 A brief history of the lssuer since its incorporation giving details of its following

activities:

5.5.1 Details of Share Gapital as on last quarter end, as of Dec 31,20142

Before the issue of debt securities

After the issue of debt securities

Authorized Share Gapital Amount (Rs)

EquiW Share Capital 75,000,000

Preference Share Capital 410,000,000

Total 485,000,000

tssued, Subscribed and Paid-up Share Gapital

Equity Share Capital 52,682,670

Preference Share Capital (") 5,200,000

Total 57,882,670

(")Cumulative Compulsorily Convertible Preference Shares

The lssuer undertook buYback

of l,fiffi$$[r Shares in

in its structurc as on last for the last five

October 2014 constituting 25olo

of its paid-up equitY caPital at

Rs 122.838 Per share

aqqreqatinq to Rs 215,714,461

September 30,2014 NA NA No Change

June 30, 2014 NA NA No Change

March 31,2014 NA NA No change

March 31,2013 September 03,2012 10.00

lssue of 520,000 Cumulative

Compulsorily Convertible

Preference Shares

March 31,2012 NA NA No change

March 31,2011 NA NA No change

March 31,2010 NA NA No change

S.0.3 Equity Share Capital History of the lssuer as on last quarter end, for the last five yearc:

r.rolhwgriO|ct ilcrofiEnco Fmdq|ctHcrcfilerEeF d

(tr - ffio ru|rFuga'EaEeEplr{ vs str(f) - Stchthe Tftdos Su.tstr.ttb F|g|ce Fout|(btbn

Notes (if any) - NA

23

5.5.4

5.5.5

Detaifs of any Acquisition or Amalgamation in the last 1yeas.

NA

or Reconstruction in the last I

Details of the shareholding of the tssuer as on the latest quarter end:

Notes: - Shares pledged or encumbered by the promoters (if any) - NIL

The lssuer undertook a

buyback of 25o/o of its EquitY

Shares in October 2014. A

total of 1,756,089 EquitY

Shares were bought back bY

the lssuer at Rs 122.838 Per

share for a total consideration

of Rs 215,714,461.

October 28,2014

Buyback of Shares by the

lssuer in accordance with

Section 68 of the

Companies Act, 2013

September 5,

2014

of the lssuer as on last i.e. as of Dec 31,2014:

Caspian lmpact Investment

Adviser Private Limited

1,671,493

Stichting Triodos SustainableFinance Foundation

Nederlandse Financierings-MaatschappU voor

5.6.2 List of top 10 holders of equity shares of the lssuer as on the latest quarter end, i.e. as

of Dec 31,20142 '

Details of any F

5.6

5.6.1

Adviser Private Limited

4 Nederlandse Financiering-

MaaFchappij voor

Ontwikkelinsslanden N.V.

851,O74 0 16.15o/o

5 Stichting Triodos Sustainable

Finance Foundation175,504 0 3.337o

6 Arun Duqgal 160,603 0 3.05%

7 Arian Jethwani 160,603 0 3.05%

I Shilpa Sudhakar 73 0 0.00o/o

5.6.3 Following details regatding the directorc of the lssuer:

5.6.3.1 Details of the current directots of the lssuef

Mr. Theodoor JacobHendrik Elsen,

Nominee Dircctor, DIN

- 06570791

54 Jan Steenlan 25, JS

Naarden, Netherlands

26-Mar-13 Nil

Mr. Narayan

Ramachandran,

Nominee Dircctor, DIN

- 01873080

52 D-51, Sobha lvory ll,7l1,St. Johns Road, Ulsoor,

Bangalore - 560042,

lndia

27-Sep-13

A

o Janalakshmi

Financial Services

Private Limitedo RBL Bank Limitedo Ocean Sparkle

Limitedo Beer Works

Restaurants And

Microbrewery

Private Limited. Counsyl India

Genetics Private

Limitedo lnKlude Labs

Private Limitedo Action Foundation

for Social Serviceso Fabindia Oveseas

Private Limitedo Lettuce Entertain

You Limited. PVR bluO

Entertainment

Limitedo PVR Leisure

lndia

WryJ 25'e*'V

Limited

Mr. Mathew Titus,lndependent Dircctor,DrN - 00159636

54 D-|112163, Vasant Kunj,

New Delhi- 110070,

India

25-Mar-05 Sadhan Indexing and

Consulting Private

Limited

Mr. KP Ramesh Menon,lndependent Dircctor,DtN - 06606111

49 Apt No. H-l502, AparnaSarovar, 1211 & 13,

Serlingampally Mandal,lGnchagachibowli Village,Nallagandla RR District,Hyderabad - 500046,India

26-Jun-13 Nil

Mr. Mahesh Kanumury,

lndependent Director,DtN - 02028993

49 49,2d Fbor, Mithila

Nagar Colony Road,

Road No. 12,BanjaraHills, Hyderabad -500034, India

26-Jun-13 . Magrama Energy

lnfrastructure

Private Limitedo BASIX Sub-K

iTransactions

Limited

Mr. S. ViswanathaPrasad, ilanagingDirector, DIN

00574928

48 Flat No. G-4, ManabhumOpus, 8-2-614, Road No.

11, Banjara Hills,

Hyderabad - 500034,India

15-Apr-13 o Equitas Holdings

Private Limited. Equitas Housing

Finance Limitedo Janalakshmi

Financial Services

Private Limitedo Value & Budget

Housing

Gorporation;o Caspian lmpact

Investment AdviserPrivate Limited.

* lssuer to disclose name of the current directors who are appearing in the RBI defaulter list and /or EGGC default list, if any. - N.A.

5.6.3.2 Details of change in directors since last three yearc:

April 15,2013

Whole-timeDirector

Managing

Director

5. VishalBharatWhole-timeDirector

02610428February 25,

2010April 15,2013

6. Mahesh Kanumury Independent 02028993 June 26. 2013 Active

7. KP Ramesh Menon Independent 066061 1 1 June 26, 2013 Active

8. Wllem EnklaarNominee Director,

Hivos-Triodos03400884

September 23,

2010

March 26,

2013

L PaulDileoNominee Director,

Gray Ghost00160736 July 16,2012

June 26,

2013

10.Theodoor JacobHendrik Elsen

Nominee Director,

Hivos-Triodos06570791

March 26,

2013Active

11.Narayan

Ramachandran

Nominee Director,

Gray Ghost01873080

September 27,

2013Active

(") Eartier Director. Re4esignafed as Managing Directoron December 8, 2014

5.7 Following details regading the auditor of the lssuer:

5.7.1 Details of the auditor of the lssuer:-

7th Floor, Block lll, White House,

Kundan Bagh, Begumpet,

Aprill,2013Walker, Chandiok & Co.,

LLP, Chartered Accountiants

in auditor since last three

5.8 Details of borowings of the lssuer, as on the latest quarter end:

5.8.1 Details of Secured Loan Facilities:Nil

5.8.2 Details of Unsecured Loan Facilities, as on Dec 31,2014:Nil

5.8.3 Details of non+onvertible debentures:

V. SankarAiyar & Co.,

Chartered Accountants202,301, Satyam Cinema Complex,

Ranjith Nagar Gommunity Center,

New Delhi- 110008

2005-06 to2O12-13

5.8.4 List of Top 10 Debenturc Holderc on Dec 31

Note: Top 10 holderc (in value terms, on cumulative basis for all outstanding debentures

issues) details should be provided.

S.8.5 The amount of corporate guarantee issued by the lesuer along with name of the

counterparty (tike name of the suboidiary, JV entity, group company' etc) on behalf ofwhom it has been issued.NA

5.8.6 Details of Gommercial Paper:- The total face value of Gommercial Paperc Outstandingas on the latest quarter end to be provided and its brcakup in following table:NA

5.8.7 Details of rest of the borrowings (if any including hybtid debt llke FCCB, OptionallyConvertible Debentures I Preference Shares) as on December 31,20142-NA

5.8.8 Details of all defaulUs andlor delay in payments of intercst and prlncipal of any kind ofterm loans, debt securities and other financial indebtedness including corporateguarantee issued by the lssuer, in the past 5 yearc.NA

5.8.9 Details of any outstanding bonowings taken t debt securities issued wherc taken /lssued (i) for consideration other than cash, whether in whole or part, (ii) at a premiumor discount, or (iii) in punsuance of an optlon;NA

5.9 Details of Prcmoter of the lssuer:

5.9.1 Details of Prcmoter Holding in the lssuer as on the latest quarter end. i.e. as on Dec 31,2014=

5.{0 Abridged vercion of Audited Consolidated (whercver available) and StandaloneFinancial Information (like Profit & Loos statement, Balance Sheet and Gash Flowstatement) for at least last three yearc and auditor qualifications, if any. '

Please refer to Part A of Annexure 2 for abridged version of the statements

Gaspian

lmpactInvestment

AdviserLimited

for lastthree years ending March 31,2014.

28

5.l l Ab dged vet3lon of Letest Audited t Limlted Review Half Yearly consolidated

(whetwer available) and st ndalono Financial Infomatlon (llko Prctrlt & Lo6s

strlement, and Balance Shoet) and auditoF qualitlcat'lons' f any. '

please refer to Pa B of Annoxur€ 2 for abridged version of the audited financial staEmenF

as on September 30,2014.

5.12 Any matorial ov.nu development or change havlng lmplications on the financlals ,crcdit quallty (e.g. any materia! rcgulatory prccsedlng3 agalnst the lssuerrplomotel8'

t x li$gaflon3 resulting In matedal llabilities, colpolte FstruGtudng event otc) at th.time of bsuo which may afrec't the bsuo ot tho Inveetor's decieion to Inve6t , continue

to lnvo3t in the debt 3€curitles,

The lssuer hereby declares that here has been no mabrial event, development or change at

the time of issue tom the position as on the date of tre last audited financial statemenb of

the lssuer, which may afied the lssue or the Investor's decision to invesv conlinue b invest in

the debt securities of the lssuer.

5.13 The namee of the debenturr trustee(s) shall be mentloned with statoment to tho €ffect

that debcntuE trustee(s) has glven his consent to the lesuer for his appolntment under

rEgulatlon 4 (4) and in all the aubeequent poriodical communlcatlons sent to the

holderr of d.bt secuduo8.

The lssuer has appointed lDBt Trusteeship Services Limited as Debenture Trustee of the

Deb€nture Holders pur€uant b the Debenture Trusbe Agreement to probct the rights,

inbresb and benefiF of the Debenture Holders. The Debenturc Trusbe shall act inaccordance with the Debenture Trust Deed and any other documenb executed/ to be

executed br the Debenturcs.

lDBl Trusteeship SeMces Limibd has by ib letter dated January 13, 2015 given lts consent

for its appointment as a Debenture Trustee to the lssu€, and for its name to be included in

ftb Information Memorandum and all ib subsequent periodical communications b be sent to

he Debentures Holders pursuant to this lssue.

5.14 Tho detalled ratlng rationale (s) adopcd (not older than one year on tho date ofopenlng of the bsuey Grcdit iatlng letrer lssued (not older than one month on tho date

of openlng ofthe bsuo) by the ratlng agenclee shall be dlsclooed.

The Debentures are ftfed as BBB Minus, by Credit Analysis & Research Limited ('Ratlng

Agencf). The ratings are opinions on crcdit quality and are not a recommendation to

subscribe b or purchase, hold or sell or redeem fte Debentures. There is no assurance either

that th6 rating will remain at the same level for any given period of Ume or that he credit

rating will not be lowered or withdrawn entirely by the Rating Agency. The letbr from the

Rating Agency daEd February 18, 2015, and the letter setting out the detailed qedit rating

rationale dated January 10, 2015 are attached herewith as Part A and Part B, respectively of

Annoxurc 3.

5.15 lf tho socurity b backod by a guatantee or lefrer of comlort orlottc. with simllar Intont, a copy of the same shall be dbclosed.

do€s not contain detallod paymsnt structurc (plDcedulr of invocation of guafantee and

rccolpt of paymont by the Investor along wlth timellno6), the same shall bo dbcloaod In

the offer document.

N.A.

5,16 Copy of coEont leffer frcm the Debonture Trustoe shall be dbclosed.

The consent letter dated January 1 3, 201 5 is enclosed as Annoxure '['

5,17 Names of all the rccognbed stock oxchang$ wherr tho dobt secutltles are prcposed

to be lbtod ctearly indlcatlng the designattd stock erchange.

The lssuer undertakes b obtain an in-principle approvalfiom the BSE prior to the issuance of

the Debentures. The lssuer shall list the Debentures on the Wholesale Debt Ma*et (YDt')of the BSE simulbneously with the issue of the Debentures or wihin 15 (fifreen) days fiom

the dab of issuance of the Debentures. Should such listing of f|e Debentures not occur fur

any reason whaFoever within 15 (Fifreen) days from fte Deemed Dab of Allotment' the

lssuer shall immediately redeem or buyback the Debenfures fiom the Debenture Holders and

shall pay $e Debenture Holders any and all inbrest, redemption premium, costs and

expenses (including liquidity cosb, hedge costs or other costs) as debrmined by the

Debenture Holders, that the Debenture Holders may have incuned in connection with their

investment in the Debentures.

In case of delay in listing of the Debentures beyond 15 days from the Deemed Date of

Allotment, the lssuer shall pay penal inbrest of 1% p.a. over the Coupon Rate fiom the expiry

of 30 days ffom $e Deemed Dab of Allotnent till t|e listing of such Debentures, to the

Debenture Holders. Provided however, such penal inbrest shall not be payable in case ofdelay in listing beyond 30 days ftom the Deemed Date of Allotnent due b no feult of the

lssuer.

5.18 Other detalls

5.18.{ DRR c|Eation - rclevant regulatiom and appllcablllty,The lssu€r b not requied to creab/ maintain a DRR under the provisions of the Rule 1B (7) ofthe Companies (Share Capital and Debentures) Rules, 2014.

5.'18.2 lssrcrinstrumont speclfic rcgulauons - rclovant detalls (Companies Act, RBI guidelines,

etc)'

A. Appllcable L.w

The lssuer shall issue the Debenfures in accordance with the provisions of:

i. The Act and the rules framed thereunder:

ii. SEBI Debt Regulations;

iii. RBf circular DNBS (PD) CC No.330/03.10.O0112012-13 dabd June 27, 2013 rcad

with RBI circular DNBS (PD) CC No.349/03.10.001/2013-14 dabd July 2, 2013;

February 3,iv. RBI Circular RB/'aOM-151448 A. P. (OlR Series) Circular

30

D.

2015 read with RBI circular RBI/2014-15/460 A" P. (DlR Series) circular No.73 dated

February 6, 2015; and

v. RBI Circular DNBR (PD) CC No.021/03.'10.001/201+15 dabd February 20, 2015'

bsu. Prlco

The Debentures, of the Face Value, shall be issued at a discount b the Face Value at Rs'

9?J$0 per Debenture.

Datc of Allotment

The dab on which the Atlotnent for the lssue has been made shall be th€ Deemed Date of

Allotment. All benefib r€lated b the Debentures will be available to the allottees fiom the

Deemed Dab of Allotment.

Socudty

Please refer to Section 6 (lssue Details).

Debsntur€ Trusteo

The lssuer has appointed lDBl Trusteeship Services Limibd as the Debenture Trustee of the

Debenture Holders to protect the rights, interesb and benefits of the Debenture HoldeF. The

Debenfure Trustee shall act in accordance with the Debenfure Trust Deed and any ofterdocumenb e:(ecuFd/ to be executed for the Debenfures.

lDBl Trusbeship Services Limited has by its letbr dated January 13, 2015 given ib consent

br its appointment as a Debenfure Trustee b the lssue, and for its name b be included in

his Information Memorandum and all ib subsequent periodical communications to be sent bhe Debentures Holders pursuant to thb lssue.

The lssuer and he Debenfure Trustee inbnds b enter into the Debenture Trustee AgEementand he Dobenture Trust Deed inter alia, specifying tte powets, authorities and obligations ofthe Debenture Trustee and he lssuer. The Debenture Holde(s) shall, wi8tout turther act ordeed, be deemed to have inevocably given their consent to the Debenture Trusb€ or any ofib agenb or authorized offcials b do all such acts, deeds, matters and things in respect of or

relating to the Debentures as the Debenture Trusbe may in ib absolute disctBtion deem

necessary or rcquire b be done in the interest of the Debenture Holde(s). Any payment

made by the lssuer to the DebentuE Trustee on behaf of f|e Debenture Holde(s) shall

discha8e tfie lssuer pto fatro to the Debenture Holde(s). The Debentur€ Trustee will protect

he inteFst of the Debenture Holde(s) in regard to the repayment of Debenture Paytnent and

yield ther€on and they will take necessary action, subject to and in accordance with the

Debenture Trusbe Agreement and the D,ebenture Trust Deed, at the co6t of the lssuer. No

Debenture Holder shall be entitled b proceed directly against the lssuer unless the Debenture

Trustee, having become so bound to prcce€d, fails to do so. The.Debenture Trustee

Agrcement and the Debentrre Trust Deed shall more specifically set out the righb and

remedies of s|e Debenture Holde(s) and the manner of enbrcement thereof.

31

F. Sharing ot Infoma$on

Th€ lssuer may, at its option, but subjec-t to Applicable Laws, use on ib own, as w€ll as

€xchange, share or part with any financial or other information about the Debenture Holde(s)

avaibbb with the lssuer, with its subsidiaries and Affiliates and other banks, financial

instihltions, credit bureaus, agencies, statutory bodies, as may be requiFd and neiher the

lssuer nor its subsidiaries and Affiliabs nor their agents shall be liable for use of the aforesaid

infurmation.

Debonturc Holder not a Shanholder

The Debenture Holde(s) shall not be entitled to any right and privileges of shareholders other

than tho€e available b them under the Act The Debentures shall not conGr upon the

Debenfure Holders the right b receive notice(s) or b atFnd and to vote at any general

me€ting(s) of the shareholders of the lssuer.

nodifi c.tion ot Debenturcs

The Debenture Trustee and the lssuer will agree b make any amendments or modifications

in the Information Memorandum which in he opinion of the Debenture Trusbe is of a foimal,

minor or technical nature or is to coffect a maniEst enor.

For he avoidance of doubt, the follorring matErs requirs the consent of Majority Debenture

Holders, either by providing their express consent in writing or by way of a resolution at a duly

con\rened meeting of t|e Deb€nture Holde6:

i. Crcating of any additional security; and

ii. Amendment to the terms and conditions of the Debenturcs or the Debenture Documents.

Lbt of Debenturc HoldeF

The lssuer shall request the Registrar to provide a list of Debenture Holders hereof at theclose of business hours on the Record Dab. This shall be the list, which shall b€ considercd

for payment of coupon on the oubtanding principal amount of the Debentures.

Record Data

The 'Record Date' for the Debentures shall be 5 (fle) days prior to each Coupon Payment

Date and/ or Principal Payment Date.

Coupon Payment and/ or Principal Payment shall be paid to the regisbred Debenture Holders

recorded in the books of the lssuer / Registrar and in the case of joint holders, to t|e one

whose name stands first in the regisEr of Debenture Holders maintained by the lssuer /Registrar. For t|is purpose, the Registrar shall request the Depository to provide a list of

Debenture Holders at the close of business houG on the Record Date and upon receipt of

same, immediately foruard a copy to the Debenture Trusbe and the lssuer. This shall be the

list, which shall be considered for payment of any Goupon Paymenu Principal Payment due bthe Debenture Holders payable on the Coupon Payment Date

respectively.

Payment Dab

G.

H,

32

J.

K,

L,

In the event that the lssuer does not make payment of the applicable Coupon Payment(s) bthe Debenfure Holders on the relevant coupon Payment Date, the Debenture Trusbe shall

have the right b enbrce the security and make payment of the applicable Coupon

Paymen(s) to the Debenture Holder. Any excess amounb received from such enfor@ment

shall be credit€d to the Current Account of the lssuer.

ln case of those Debentures for which the details of the Debenture Holders is not identified by

the Registrar / lssuer as on the Record Date, the lssuer would keep in abeyance the payment

of the coupon Payment(s) or other benefib, till such time that the Debenture Holders' details

arc identmed by the Registrar and conveyed to the lssuer, whereupon the coupon or beneftts

will be paid to the Debentur Holder, as identified, within a period of 5 days from the date of

such notification by the Registrar.

Wherever the signature(s) of a transfero(s) Debenture Holder in the intimation sent b the

Registrar is / are not in ac@rdance with the specimen signature(s) of such transferc(s)

available on the records of the Registrar, all remaining coupon payments on such

Debenture(s) will be kept in abeyance by the lssuer till such time the Registrar is saiisfied in

this rcgard. All payments will be made by way of wire bansfer/ any mode of electronic fund

fansfer accepbble to the Investor. lf the Coupon Payment Dab falls on a non+learing day orany day other than a BusineEs Day, the payment shall be made by the lssuer on the next

Business Day.

ta]ket Lot

The market lot will be I (One) Debenturc.

lntoFst on DebsntutD3

The Debenfures shall carry interest at the Coupon Rate (subject b deduc{ion of Tax at sour@

at the rabs prevailing from time b time under the prcvisions of the lT Ac.t or any oher law, orany other statutory modification or re+nacfrnent thereof) on the outstanding Principal

Payment of Debentures from the Deemed Date of Allotment until the rcdemption thereof, and

6hall be accrued and paid on the Coupon Payrnent Dates, as specified in Section 6 (rssoe

Defairs). Pleas€ see below for the provisions in rclation b Tax deduction at source.

Interest on the Subscription Amount shall also accrue at he Coupon Rate from he date ofreceipt of the Subscription Amount by the lssuer, up to one day prior to the Deemed Date ofAllotment. The accrued interest on the Subscdption Amount shall be paid by the lssuer along

with the Coupon Payment on the first Coupon Payment Date.

It is hereby clsrified hat the Coupon Payment shall be made b the Debenture Holde(s) net

of TDS (defined belor) such that the Debenture Holder receives the Coupon Payment at the

Coupon Rate, without any deductions.

Interest shall be calculated based on 'Actual/ Actual' day count basis, i.e. inbrest shall

accrue on a daily basis and shall be compubd on the basis of 360day years compo6ed of 12

(trre]ve) 30 (thifty)day months.

33

Tax Implications

Tax implicalions applicable b the Debenturc Holde|s lvould depend upon the nature of the

Debenfures / stafus of the Debenfure Holders. Debenfu.e Holders / Investors aro advised to

consult their own legal and tax advFors on the legal and tax implication of the acquisition,

oyvnelBhip and sale of the Debenfures and income arising thereon.

Tax Deduction at SoutEo (TDS)

Tax as applicable under fte lT Act, or any other stratutory modificetion or rc-enactment thereof

will be deducted at source. For seeking TDS exemption/lorer rab of TDS, the bllou,ing

documenb would be required to be prcvided or confirmed by the Debenture Holde(s) b the

lssuer at least 30 (thifl days before the Coupon Payment becoming du€ and if required, be

submltled afresh annually and/or as and when called upon for the same by the lssuer:

Tax Residency Certificab frcm the Government of which the Debenture Holder is a

resident ('TRC");

Th€ bllolfling additional information to the extent it is not contained in the TRC:

Status (individual, company, firm etc.) of the Debenftrre Holder;

Nationality (in case of an individual) or country or specified tenibry ofincorporation or registration (in case of others);Debenture Holde(s)'tax identification number in the country or specified

teritory of residence and in case there is no such number, then, a unique

number on the basis of which the person is identified by the govemment ofthe country or he specified tenitory of which fte Debenture Holder claims to

be a residentperiod br which the residential stafus, as mentrbned in fte certmcab refenedb in sub-section (4) of sec'tion 90 or sub-.section (4) of section 90A of the lTAct, is applicable; andaddress ot the Debenture Holde(s) in the country or specified teritoryoubide India, during the period for which the certificab, as mentioned in (iv)

above, is applicable.

Copy of Permanent Account Number (PAN);

Debenfurss ln Domatorlaltsed Fom

The lssuer shall finalize depository anangemenb with NSDL and / or CDSL for

dematefialization of the Debentures. The Invesbr will be issued f|€ Debentures only in

demabrialized form and deal with the same as per the provisions of Deposibries Act 1996

(as amended from time b time). The nomal pR cedurcs follorcd for bansfur of securities

held in dematerialized furm shall be followed br transfer of these DebentuGs held inelecfonic form.

lmperronation

Any person who:

(a)

(b)

(c)

(d)

(e)

o.

P.

u

o.

. mak6 in a fictitious name, an application to th€ lssuer fur acquiring, or subscribing b any

DebentuGs. orr othenivise induces the lssuer to allot or regisbr any transfer of the Debenfures, to him or

any offier person in a fictitious name, shall be punishable under the extant laws.

Transfur of Debenturcs

Transfer of the Debentures in dematetialized form would be in accordance with the rules /procedutes as prescribed by the Depository/ies, DPs ot the transferor / transferee and any

other Applicable Laws and rules notified in respect thercof.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record

Date. ln the absence of the same, coupon/ principal amounb will be paid to the Per8on'

whose name appears in the recods of the Registrar. In such cases, claims, if any, by the

transferee(s) would need to be setued with the transfero(s) and not with the lssuer.

The lssuer F issuing the Debentures only in the dematerialized form in brms of this

Information Memorandum. The lssuer underbkes that it shall use a @mmon form / procedure

for transfer of the Debentures issued under the terms of this Information Memorandum, if at a

labr sbge there is some hobing in the physical brm due b 0|e Depository giving re-

mabrialization option b any Debentrre Holder.

Assignment

The lssuer shall not assign any of his duties or obligations hereunder without the prior wrifien

consent of the Debenture Trustee, which the Debenture Trustee shall be entiued b withhold

in its absolute discretion without assigning any rcason whaboever.

Paymont on Redomption

The Debentures will be rcdeem€d at par as detailed in the Section 6 (rssue Defarrs) bolou,.

The Debentures held in the dematerialized form shall be taken a8 discharged on payment otthe redemption amount by the lssuer on mahlrity to the registered Debenture Holders whose

name appears in the register of Debenfure Holders oh the Record Date. Such payrnent will be

a legal discharge of the liability of the lssuer to^rards the Debenture Holders. On suchpayrnent being made, the lssuer will inform th€ Depository/ies and accordingly, theDebentrres from the DP account of he Debenture Holders will be debited. Subject b the

aforesaid the lssue/s liability to the Debenture Holders bwards all their righb including forpayment or otherwise shall cease and sbnd extinguished only on Orc Final Sefrlement Dab.

Catl Option

The lssuer shall, at any time after March 31, 2016, have fte right but not the obligation, to

require the Debenturc Holders to sell all or palt of the Debenfures lo the lssuer or any PeFon

nominated by the lssuer at the Face Value plus accrued Coupon Payment on each Debenture

('Call Optlon'), provided hoirever ftat, unless permitted under Applicable Laws, in respec{ ofthe Debentures that ale held by any Person who is regisbred with SEBI as a Foreign

from the

35

s.

T.

Portfolio Invesbr, the Call Option cannot be exercised within a

R

Deem€d Date of Allotment.

In the event the lssuer is desirous of exercising the Call Option, the lssuer shall provide notice

to the Debenture Trustee in relation b exetcise of the Gall Option at least 90 (Ninety) days

prior b the date ot exercise of the Call Option.

Upon issuance of the notice, the lssuer shall compulsorily red€em the Debentur€s (or part

thereoo identified in the notice on flre relevant date of exercise of the Call Option by making

payment to th€ relevant Debenture Hotders, the outstanding Face Value of the said

Debentures (or part th€reof as identified in the notice) and accrued Coupon Payment in

relation thereb.

mandatory PEpeyment

Subject to Applicable Law, the lssuer shall prepay to the Debenture Holde(s) (by way ofpremature partial redemption of $e Debenturcs by the lssuer or have the Debentures

purchased by any PeFon nominated by the lssuer) ('Mandatory Prcpaymenf) in the event

that:

in any fiscal year, the aggregate amount of dividend paymenb b the Shareholders

exceeds 50% (fifty percent) of net income of th€ lssuer for the preceding fiscal year,

ofter than distributiondpaymenb direcUy related to liquidation of equity investmenb

of the lssuer, in an amount equal to such exce6s; oron the date following 6 (six) monhs after the lssue Closing Date, the lssuer has not

utilized 90% (ninety percent) of the Subscription Amount for the purposes mentioned

herein, in an amount equal to the difiercnce behreen such 90% amount and fieamount out of the Subecription Amount so utilized for the purposes mentioned herein.

Until such time as the Mandabry Prepayment amount as set forth in S€ction 5.18.2 U. (i) and

Section 5.18.2 U. (ii) is paid to he Debenture Holder, the lssuer shall hold this amount in trustfor the Debenture Holder and shall ensure $at the same is not utilized br any purpose otherthan such prepayment.

Eligiblo InvestolB

The following categories of investors, when specifically approached, are eligible to apply for

this private placement of Debentures subjec{ to fulfilling theh respective investrnent norms/

rules and compliance with lauo applicable to them by submifring all the rclevant documents

along with the Application Form:

[.

v.

t.

ii.

iii.

iv.

Mutual Funds

Non-banking fi nancial companiesProvid€nt funds and pension tunds

CorporatesBanks

Foreign Institutional Invesbrs (Flls)

Foreign Portfulio Inves'tors (FPls)

Qualified Foreign Investors (QFls)

Insurance @mpanies

v.

vi.

vii.

viii.

ix.

36

w

x. Investment holding companies of high net worth individuals

xl. Any other person eligible to invest in the Debentures

All InvestorE are rcquired b comply with the relevant regulationdguidelines applicable to

them for investing in this issue of Debentures.

&g Participation by potential investors in the issue may be subjec{ b statubry and/or

regulabry requirements applicable to them in connection with subscription to Indian securities

by such cabgories of persons or entities. Applicants are advised to ensure that they comply

with alt regulatory requirements applicable to them, including exchange controls and other

requiremenb. Applicants ought to seek independent legal and regulatcry advice in relation to

the laws applicable to them.

Efiect of Holldays , Bminess Day Convention

In debrmination of any period of days for the o@urrence of an event or the perbrmance of

any act or thing under this Information Memorandum, the day on which the e\rent is b happen

or the act or thing is b be done shall be excluded. For instance, if the Coupon Payment Dabfalls on the 30th day of a month, $le Record Date which is 5 (five) days prior to fie Coupon

Payment Date shall be 25th day of that month.

lf fte Coupon Payment Date falls on a non{leering day or any day other than a Business

Day, the payment shall be made by the lssuer on the next Business Day and accodingly, the

Coupon shall be calculated until the next Business Day.

lf the Principal Repayment Date falls on a non-clearing day or any day other than a Businesg

Day, redemption and accrued Coupon Payment shall be payable on the immediately previous

Business Day, and accodingly, the accrued Coupon Payment shall be calculated until theprevious Business Day.

lf tle Redemption Due Date falls on a holiday, redemption and accrued Coupon Payment arepayable on the immediably previous working day.

The Coupon Payment will be rcunded b nearest rupee as per the Fixed Income Money

Market and Derivatives Association of India (FIMMDA) 'handbook on market practices'.

lllustaflon of Bond Cash f,ow

Company Caspian lmpac{ Investments Privab LimibdFace Value (per security) tNR 1,00,000

lssue DatorDato of Allotment March 2. 2015

Redemption January 2,2022Coupon Rate 10.00%

Frcquency of the IntgrcstPayment with specifiod dato6

First lnterest on May 30, 2015. Subsequently on May

30 and November 30 of every year till the Redemption

Due Dab.

Day Count Conventlon Actual/Actual .-

6t

\ 37

Cash Flowg Dates for Day CountNo. of days in

coupon PedodAmount

(ln Rupe€sl1d Coupon Saturday, May 30, 2015 89 18,059,849

2d Coupon Monday, November 30, 2015 1U 37,337,2't73d Coupon Monday, May 30, 2016 182 36,830,4714s Coupon Wednesday, November 30, 2016 1U 37,235,2035t' Coupon Tuesday, May 30, 2017 181 &,728,4586h Goupon Thursday, November 30, 2017 1U 37,337,2177h Coupon Wednesday, May 30, 2018 t8'l 36,728,4588s Coupon Friday, November 30, 2018 184 37,337,21796 Coupon Thursday, May 30, 2019 18'l 36,728,4581Oh Coupon Saturday, November 30, 2019 1U 37.337.21711h Coupon Saturday, May 30, 2020 182 3ti,830,47112b Coupon Monday, November 30, 2O2O 1U 37,235,20313u Coupon Sunday, May 30, 2021 181 36,728,45814h Goupon Tuesday, November 30, 2021 1U 37,337,21715!l Coupon Sunday, January 02, 2022 33 6,696,349Redemption

of PrincipalSunday, January 02, 2022 620,500,000

2198 1,128,987,61

z.

Notices

The notices to the Debenturc Hotde(s) required to be given by the lssuer or the DebentrrcTrusbe shall be deemed to have been given if sent by regFtered post b the sole / firstallotEe or sole / ftIst regisbred holder of he Debentures, as the case may be. Alt notices tobe given by the Debenture Holde(s) shall be sent by registered post to such persons or atsuch addrcss as may be notified to the lssuer from time to time. All bansfer relateddocumenb, bx exemption certificates, intimation for loss of letter of allotment / Debenture(s),etc., requesF br issue of duplicate debenture certiftcabs, interest wanants etc. and/or anyother notices / conespondence by the Debenture Hold€(s) to the lssuer with regard to thelssue should be sent by registered post or by hand derivery to fte Regishar, or to suchpersons at such address as may be notmed by the lssuer fiom time b time.

Appllcatlom under power of aftomey

Duly auhorized agentypersons can appty through power of atbmey/ necessary authority, asmay be applicable under the relevant laws, for tre time being in force.

Dlsclooure Clause

In the event of default in the payment of any coupon/ principal on the due dates, $eDebenfure Holders and/or the regulabry authorities will have an unqualified right b discloseor publish the name of the lssuer and its directors as defaulter in such mannersuch medium as he Debenfure HoldeIs and/or the regutatory authorities indiscretion may think fit.

absolub

AA. Undo aking by the l3suol

The lssuer undettakes that:

i. The complaints received in respect of the lssue shall be attended b by the lssuer

expeditiously and satisfactodly;

ii. In th€ event fie Debentures are held in physical brm, it shall use a common form of

ffinsfer fur the instrumentiiii. lt shall forward the details of utilization of he tunds rabed through the Debentures

(only till actual utilization of the funds), duly certified by the statutory audibls of the

lssuer, to the Debenhrre Trusbe at the end of each yealtv. lt shall disclose the complete name and address of the Debenture Trusbe in its

annual report;

v. lt shall mention the name and debils of th€ Debenture Trusbe in all the subsequentperiodical communications sent to the Debenfure Holders;

It shall provide a compliance certificate to the Debenture Trusbe on behalf of the

Debenture Holders (on a haf yearly basis) in respect of compliancE with the Ermsand condiuons of the issue of Debentures as contained in this Information

Memorandum;

It shall furnish a @nfirmation certificate b the Debenture Trusbe on behalf of the

Debenture Holders (on a half yearly basis) in respect of compliance with the brmsand conditions of lssue as contained in this Information Memorandum;

It shall send a copy of every notice / communication sent by it b any regulabryauthority pertaining b $is lssue, to the Debenture Trusbe; andIt shall comply wift the terms and conditions incorporated in the Debenfute

Documents.

Underteklng by the Investol

The Invesbr confirms that it has not relied on any stabment, opinion, forecast or oherrepresentation made by the lssuer b induce it to subscribe b the Debenturcs and has made,

wihout reliance on the lssuer and based on such documenb as it considers appmpriab, ibourn appraisal of the creditworthiness of the lssuer and its ou,n independent investigation ofhe financial condition and afiairs of the lssuer in connection with the assumption by the

Investcr of its obligations arising under or by virfue of h6 Debenture Documenb. The Invesbrhas consulted ib own financial, legal, tax and other profassional advisor as b the risk and

investment consideration.

Conflict

In case of conflict or inconsisbncy beh,veen this Information Memorandum and any other

Debenture Documenb he provisions contained in the Debenturc Trust Deed shall prwail.

Appllcation Prccess

All applications for t|e Debenture(s) must be in the prescribed Application Form, annexed

hereto as Annerurs l, and be complebd in block letters in English. Applicanb shall mention

their DP's name, DP-ID, PAN and beneficiary account number/ client lD in the appropriate

and made by

v .

v t.

BB.

cc.

DD.

place in the Application Form. lt is presumed that the

39

persons duly empowercd and authorized by the entity on whose behalf the application is

made. Subscription Amount may be remitted through eleclronic fund transfer/ wire transfer in

the Current Account of lhe lssuer. The lssuer will not be responsible or accountable in any

manner for any instruments or applications lost in transit or mail. The applicant should

mention their PAN at the apprcpriate place in he application fom.

Incompleb Appticauon Forms are liable to be rejecbd. The tull amount of the Debenture(s)

has to be submitEd prior to or along with the Application Form. In he event Application

Forms are rejected by the lssuer, the lssuer shall imrnediably intimate the pK,posed Investor

about $e r€jection and the reasons thereof. The proposed Investor shall then have the right

to re€ubmit the complete Application Form within 2 Ou,o) Business Days of receipt ofintimation about rejection and the lsEuer shall be bound to accept such r+.submitted compleEApplication Form. lt is hereby clarified that the l$sue Closing Date shall be deemed to be

extended by such number of days as may be required to accommodab the rcsubmission ofApplication Fom in case of a rejec,tion.

Paymont lmtructlon3

The Application Form should be submitted directly to the lssuer. The amount of Rs. 97,150per Debenture is payable along with the making of an application. Applicanb can remitthrough electronic fund transfer/ wire transfer the appliration amount to the Cunent Account.The RTGS details of th€ lssuer are as under:

Beneficiary Name

Bank Account No.

tFsc coDEBank Name

Branch Address

Succession

Caspian lmpact Investmenb Private Limited.81030100003296

sTcB0000065Stab Bank of Mauritius LtdFree Press Joumal Road, Nariman Poin( Mumbai- 400021

FF.

In the event of winding-up of the holder of he Debenture(s), the lssuer will recognize theexecutor or administrabr of the concemed Debenfure Holde(s), or fte other legalrepresenbtive as having title to the Debenture(s). The tssuer shall not be bound to recognizesuch o(ecubr or adminishator or other legal representative as having title to theDebenture(s), unless such executor or administrator obbins prcbate or lefier of administrationor other legal representation, as the case may be, frcm a court in India having jurisdic,tion

over the matbr.

The lssuer may, in ib absolub discretion, wherc it thinks fit, dispense with prcduc.tion ofprobate or lefrer of administration or other legal representation, in order b recognize suchholder as being entitled to the Debenture(s) standing in the name of the concemed DebenhrreHolder on production of sufiicient documentary proof and/or an indemnity.

GG. Govenants

a. Repoftlng rcqulrsmentE

The lssuer shall provide to the Investor:

40

tv.

financial statemenb of the lssuer prepared in English in accodance with Indian GAAP, within

45 days after the end of each financial quarter;

audited financial stabmenb of the lssuer prepatd in English in ac@rdance with Indian

GMP, within 90 days after the end of each Financial Year;

wihin 45 days after the end of each fiscal quarter a progrcss r€port on the lssue/s business

setting forth in reasonable debil the (i) expenditures of funds, (ii) estimaEd future costs, (iii)

unexpended funds available, and (iv) such oher information with respect b the business

activities of the lssuer as the In\resbr may reasonably request

a certmed copy of any Debenture Document enbred inb after the Deemed Date of Allotment,

or any amendment to any Debenture Document, which Debenture Document shall be in fomand substance satisfiactory b the Invesbr.

v. Such other information and data with respect to the lssuer or ib operations, condition(financial or otheMise), assets, and prospects as the Investor may reasonably request fromtime to time

As soon as practicable, and in any event within 10 (Ten) Business Days after the lssuerobhins actual knowledge, notice of the occun€nce of any event or circumstance that couldrcasonably be expected to result in a Matedal Adverse Effect.

Aa soon as practicable, and in any event within 10 (Ten) Businees Days after the lssuer knewor received, notice of any dispute, litigation, investigation or other proceeding afiec,ting thelssuer or its property or operations, which, if adversely determined, could result in a MaterialAdverse Efiect.

As soon as practicable, and in any event wihin 10 ffen) Business Days upon becomingaware or obtain such information:

any material nan, financings, information regarding such new financings;Any major change in the composition of ib Board of DirectoIs, which may amount bchange in control as defined in SEBI (Substantial Acquisition of Shares and Takeover€)Regulations, 2011.

Any change in the Bonowe/s ownership strucfure.Any change in the Bonowe/s constitutional documentsAny change in the lssue/s Key Person as defined in the lssueis articl6 of association.

As soon as practicable, and in any event wihin 10 (Ten) Business Days afrer he lssuerobtains actual knowledge thereof, notice of the occunence of any event which constitubs an

Event of Deiault specifying the naturc of such event and any steps the lssuer is taking andproposes b take to remedy the same.

The lssuer will permit he TrusEe b examine the relevant books and rccords of fie lssuer allupon reasonable prior notice and at such rcasonablereasonably rcquest.

as the TrusEe may

vi.

vI.

v t.

(a)

(b)

(c)

(d)

(e)

41

xi.

xii.

The lssuer shall provide or cause to be provided to the Trustee, in form and substance

rcasonably satisfactory to the Trusbe, such additional documenb or infotmation. as the

Trustee may rcasonably request from time to time in relation to the lssue.

The lssuer shall file wiul the r€cognized stock exchange fur dissemination, within one month

from the end of half years September and March, a half- yearly communication, counter

signed by the Trustee, containing inter-alia the follouring informauon:

Credit rating;

Asset cover availabb accompanied with a haf yearly certificab regarding maintenance of

100% (One Hundred percent) security cover in respect of the D,ebentures, by either a

practicing company secretary or a prac'ticing charbrcd accountant" within one month frcm

he end of the half year;

Debt€quity ratio accompanied wih a certiftcate of a prac-ticing charGred accountant

confirming the said debt-equity ratio;

Pr€vious due date for the payment of coupon/principal and whether the same has beenpaid or not; andNext due date for the payment of coupon/principal.

(a)

(b)

(c)

(d)

(e)

b. Financial covenant8

The lssuer shall:

t.

maintain a capihl adequac,y ratio of at least 25% as measurcd quarbrly beginning wih thequarter end immediably following the lssue Closing Date;

maintain a 'Problem Assef Portfolio, as inbmally classified by the lssu€r in its periodic creditmonibring reports, of less than 10%;

mainbin Non-Perbrming Loan Portblio of lees than (a) 10% following the lssue Closing Date,

(b) 7.5% when the loan assets of the lssuer amount to a minimum of Rs. 100,00,00,000 and(c) 5% when the loan asseb of the lssuer amount to a minimum of Rs. '150,00,00,000;

not declarc dividend to the Shar€holders in any year until the lssuer has made satisfac'toryprovision for the payment of the Debenfure Payments;

maintain compliance with all regulabry or prudential norms applicable to tte lssuer as a non-

deposit accepting NBFC, as may be specified by the RBI ftom time to time; and

Pollcy covenantg

i. The lssuer shall comply with the Exclusion List. The lssuer shall not make (direc-tly or

indirccdy) any loan using the Subscription Amount to any entity engaged in (A) a categorically

prohibited activity as defined in the Exclusion List or (B) an activity likely to have significant

adverse impact on the environment (taking into account, among oth€r facb]s, the sensitivity

of the impacbd ecosystem) or human health or safety, including without limitation the types of

operations listed in the Exclusion Lisq

management

tv.

The lssuer shall comply with Corrupt Practices LawB

42

tv.

and accounting pracfices and controls adequate to ensute compliance with such Corupt

Practices Laws:

The lssuer shall comply with the applicable requiremenF of (i) the Anu-Money Laundering

Laws and (ii) OFAC Regulations; and

The lssuer shall maintain all permits and approvals relating b environmental, health, or sabtymatEE under Applicable Law.

d. Other covonants

The lssuer shall ensure hat

r.

it shall comply with, and shall conduct ib business and operations, and mainbin ib assets,

equipment, property, leaseholds, and other bcilities in compliance wi0|, the provisions of allApplicable Laws regarding tie environment, health and safety and social performance. The

lEsuer shall maintain all required consents relating b: (A) air emissions; (B) discharges bsurface wabr or ground wabr; (C) noise emissions; (D) solid or liquid waste disposal; (E) heuse, generation, storage, bansportation, or disposal of toxic or hazardous substances orwasbs; and (F) other environmental, health, or safuty matterE;

S. Vi$rEnatha Prasad, as a key person and promoter and managing direcbr of theInvestment Advisor shall be closely involved in the overall management of the lssuer. Hisroles would include chairmanship of the q€dit commitbe, participation on the Board of thelssuer and on any other committees that the Board may constitute, subject b applicable law.

He shall be ac-tively involved in the investment decisions of the lssuer, risk monitoring and inprwiding oversight and strategic guidance. At least 30% of his business time will be devobdto the management of $e lssuer until the complete liquidation of he lssue/s €xisting equityin\restments, and at least 50% of his time to managing the Fund ftereafter. Failure b observethese minimum time obligations will constifute a "Koy Penon Evonf. Upon the occunence ofa Key Person Event, a go{ay period shall be granted to the Investnent Advisor to remedy

the Key Percon Event ('Gurc Period') b f|e satisfaction of the Investor. During fte CurePedod, the Investrnent Advisor shall not be pemitbd b make new investmenb on behalf ofthe lssuer without he prior approval of the Invesb/s board of direc-brs and the Invesbr. lnhe event the lGy Person Event is not resolved to fte satisfaction of the Investor during theCure Pedod, such event shall be an Event of Default.

B. V. Narasimham ("BVN') and Venkatam Reddy ('VR ) shall (i) as long as they remain inthe employment of he Investment Advisor and (ii) until the lssuer meets the minimum asset

and protitability threshold in Section 5.18.2.GG.(d).(v) below, commit at least 80% of theirbusiness time to the management of the lssuer. In fte event that BVN and/or VR cease b be

employed with the Investment Advisor, the lafter shall be responsible for recruiting

replacemenus within the Cure Period who shall commit s|e same amount of their business

time b he management of the lssuer as committed by BVN and VR.

Subject to Applicable Lau it limits its efiective expoeure (net of guaranEe) to the 'sustainable

agriculture' sector to 25%. The lssuer shall limit ib exposuG to the 'afbrdable housing' secbrto 25% till the first anniversary of the lssue Closing Date and . The lssueis

exceed 40%

tv.

exposure to the Microfinance and Small Business Financing

43

v.

each at any time. These limits may be amended wi$ the prior approval of the Shareholders of

the lssuer. The lssuer shall limit ib exposure to any single target sector @mpany to no more

than 15% of u|e net wo h of the lssuer:

Th6 lssuer shall achieve (i) an asset size ofat least INR 1,500,000,000 (one and a half billion

Indian Rupees); and (ii) a r€fum on assets ofat least 2% on or before December 31, 2015;

W0l respect to all microfinance loans advanced by the lssuer from the Subscription Amount,

no single borrower may have loans exceeding the INR equivalent of USD 15,000 outsbndingat any one time;

For fansactions in he Small Business Finance sector, the agreement betrveen the lssuer and

the SME financial inbrmediaries must specify the use of the Subscription Amount agfecilibting the growth of the entity's SME portfolio over fie term of the Debenturcs;

The Subscription Amount cannot be used for lending in the following prohibited sectors:

(a) Investmenb established as a result of, or in conbmplation ol rcducing or brminatingU.S. operations;

Gambling;

Media communications of an adult or political nature;Military prcduction or sales;Alcoholic beverages, if contrary b local religious or cultural norms;Tobacco and relabd producb;

Companies in which the host go\remment has majority oi,nership or efiectivemanag€ment control; andCompanies engaged in monopolistic prac{ices.

The lssuer shall apply the Worker Rights Roquirementg b its investments;

The lssuer shall maintain or caus€ b be maintained in efioct at all times insurance. withrespect to ib operations, against such risks and hazards, in such amounb, and in such form,as is usually canied by companies of a similar size that are engaged in the same or a similarbusiness and that own similar properties in the same or similar geographic area as ttelssueds busine$;

Wilhout the prior written consent of the Debentur€ Trustee, no Security Interests are cr€abd,assumed, or oftelwise permitted b exist (either direc-tly or indirecfy) on the lssue/s asseb,whether now onrned or hereafter acquired, or in any proceeds or in@me therefrom, and noindebbdness is undertiaken, except (i) as provided hereunder or (ii) any other SecurityInbrests arising by mandatory provision of Applicable Law securing obligations incufled in heordinary course of business fiat are not yet overdue or that are being contesbd or litigabd ingood faith, hat would cause the lssuer to be in default on its financial covenanb as stated in

Section 5.18.2 GG. b. or affect the Security;

The lssuer shall not incur, assume, guaraniee, or permit b exist, or otherwise become liable

br indebtedness that would cause $e lssuer to be in default of ib financial covenanb(including the covenanb set forth in Section 5.18.2 GG. b. or and pai

(b)

(c)

(d)(e)

(0(s)

(h)

xt.

x[.

passu nature (inter se the Debenture Holders) of the

4

x|||. No payments are made by the lssuer to ib Shareholders or any Affiliate thereol except if all

of the following conditions have been satisfied and subject b the Mandabry Prepayment (i)

at least one (1) scheduled payment of Principal Payment shall have been made b the

Debenture Holde(s); (ii) no Event of Default shall have occuned and be continuing or willoccur as a result of such payment (iii) financial ratios described in Section 5.18.2 GG. b. shall

have been met after giving effec-t to such payment. The restiction in this dause shall notapply to (i) payments/distributions related b liquidation of equity investTenb of the lssue[ (ii)dividend paymenb to Shareholders of th€ lssuer of up to 50% of the net income of he lssuer

subjec,t to the lssuer complying the capital adequacy norm set out in Section 5.18.2 GG. b.

above; (iii) reimbursement of expenses b Shareholder as set out in the shareholdeF'agreement dabd March 19, 2013 entered into by and amongst the lssuer and theShareholders; (iv) payment of advisory fues or reimbursement of expenses b the InvestnentAdvisot and (v) payments/ distdbutions with rcsp€ct to any debt financing fiom Shareholdesunless there is a failure to pay Event of Default;

The lssuer shall not conduct any business with or enbr into any business transac{ioninvolving any Shareholder or any Affiliate of any Shareholder, except on an arm's lengttlbasis;

The lssuer, tte Investment Advisor, any of their respective dircctors or members of seniormanagement, or the Sharcholders shall not be a Person included in any OFAC List orotherwise subject to sanc-tions under OFAC Regulations. Neither the lssuer nor any of ibdirecbrs, officers, employees, Affiliates, agents, or Persons acting on ib behaff will, direc{y orindirecdy, use, lend, make paymenb ol conbibub or otheMise make available, all or any partof proceeds of the Subscription Amount or engag€ in other tansac{ions contemplated underhe terms of the Debentures b fund any trade, business, or other ac{ivities (i) involving or forthe benefrt of any Person included in any OFAC List or othen rise subject to sanctions under

xtv.

xv.

OFAC Regulations, or (ii) ftat could result in anyRegulations, becoming included in any OFAC List,sandions under OFAC Regulations;

The lssuer shall not make any Prohibited Payment;

PeFon being in brcach of OFACor o$erwise becoming subject to

xvt.

xix.

A rcgisbr of Debenture Holders, including the addresses of the DebentuG Holders, record ofsubsequent transfers and change of ownership is mainbined;

Proper books of account are kept open for inspection by the Debenturc Trustee;

The Debenture Trusbe is permitted to visit the lssue/s premises at any reasonable time byproviding reasonable notice, to inspec{ the state and condition of the Security;

Any information required by the Deb€nfure Trustee for $e efiective discharge of its duties andobligations, including copies of reportg, balanc€ sheets, profit and loss account eb., arepmvided b the Debenture Trustee upon such request being made by the Debenture Trustee;

All Taxes and cesses with respec{ to the Security are duly paid on time;xxi.

Security in tulln . The lssuer, at its o\rrn cost, shall take all actions ne@ssary

45

)o(v.

force and effect and enbrceable in accordance with ib terms, including (i) maintaining all

filings and recordations, (ii) paying fees and other charges and (iii) issuing supplemental

documentation and continuation statementg, (iv) discharging all Security Interesb or other

claims adve|sely afiecting the rights of the Debentur€ Holders in the Hypothecated Assets, (v)

publishing or otheMise deli\€ring notice to third parties, and (vi) delivery of tifle documenb;

Without limiting the generality of Sec'tion 5.18.2 GG. d. nii. above, in the event that anyGovemmental Authority issues or adopb any new Applicable Law relating to the creation,preseryation, registration, perfection, protection or enbrcement of Security Interests in assetsof the same character as the Hypothecated Assets, or issues any clarifications of any existingApplicable Law rclating to the same, the lssuer shall, at its own cost execute and deliver allsuch additional amendmenb, assignments, cerlificates, instrumenb, notiftcations, or othetdocuments and give further assurances and do all such o$er acts and things as theDebenture Trustee shall reasonably rcquest or as may be provided for in such new ApplicableLaw or any cladfications of any existing Applicable Law, b creab, preserve, register, perfect,protect or enforce the Security Interest provided for in the Debenture Documents. All suchac:iions to be perbrmed by the lssuer shall be taken by the lssuer wiftin sixty (60) days aterthe issuance and applicability of such Applicable Law or clarification to the Security Interestas provided in the preceding sentence (whether by the receipt of noUce from the DebentureTrustee or otheruise).

Prior approval of the Debenture Trusbe is obtrained fur:

any change in naturc and conduc-t of business by the lssuer before such change;any amalgamation, merger or reconstruction scheme proposed by the lssue4 andcreation of any subsidiaries;

nv. The Debenture Trustee is informed oft

any significant changes in the composition of its Board of Direcbrs;all orders, directions, nouces, of any court or Govemmenbl Authority afiecting or likely toafiect the Security;

No further cha€e or encumbrance is created over the Security without the approval of theDebenture Trusbe;

Periodical reporb containing the following particulars are brwarded to the Debenture Trustee:

updabd list of the names and addrcsses of the Debentur€ Holders;

details of Coupon Payment(s) due, and reasons for non-payment thereotthe number and nafure of grievances received ftom 0|e Debenture Holders and (a)

rcsolved by the lssuer (b) unresolved by the lssuer and the reasons for the same;

a stabment that the asseb of the lssuer which are available by wey of Securfi are

sufiicient to discharge the claims of he Debenfure Holders as and when they b€comedue

The lssuer shall pay, before they become overdue, any and future

Taxes: (i) payable on or in connec{ion with the execution, oror (ii)

(a)(b)

(c)

(a)(b)

(a)(b)

(c)

(d)

xxviii.

nobrization, or for the legalig, validity, or enforceability of any

all pr€sent and

46

levied or impGed in any jurisdic{ion upon its property, eamings, or business that, if not paid,

could be a Material Adverse Efiect, and all indebtedness and other liabilities in a timelymanner in accodance with normal business prErctices and with the terms goveming thesame, directly b the Governmental Authority responsible br collecting such Taxes, except brany Taxes that the lssuer is conbsting in good falh by appropriate proceedings and for whichadequate rese es have been set aside in accordance with lndian GMP; provided, that hel$uer hereby indemnifies the Investor and holds th€ Investor harmless fiom and against anyand all liabilities, hes, or additional expenses with respect to or resulting from any delay inpaying, or omission to pay, any such Taxes. Wihin 30 (Thirty) days after payment by trelssuer of any such Taxes, the lssuer shall fumish the Debenture Trustee with the original or acertified copy of the receipt evidencing payment thereot together with any other infurmationthat the Debentur€ Trustee may rstsonably request. The Invesbr shall have the right, but notthe obligation, to pay any Taxes not paid by the lssuer except for any Taxes that the lssuer i8conFsting in good faih by appropriate prcceedings and br which adequab rcse es havebeen set aside in accordance with Indian GMP, and the lssuer shall, upon the Investo/sdemand, prompty reimburse it in full for all such paymenb;

The lssuer shall notify the Debenture Trusbe immediabty of (a) the occunence of any Eventof Default, and (b) any legal or arbitEl proceedings against the lssuer or the InvestmentAdvisor that inrrolve claims that either individually or in the aggregate at any given timeexceed the INR equivalent of USD 100,000;

The lssuer shall duly and punctually perform ib obligations under each of the DebenfurcDocuments. The lssuer shall conduct its operations in accordance Mth cusbmary commercialpraclice and on an am's-length basis, with due diligence and efriciency and under thesupervision of ib board of directors. The lssuer sha repair, replace, and protec-t each of itsasseb so hat ib business can be conducted properly at all times;

The lssuer shall (a) obtain, mainbin in full force and effiEct, and rcnanv all consenb andapprovals necessary for flre conduct of ib business and the peformance of its obligationshereunder and under the other Debenture Documenb; and (b) conduct lb business incompliance with all Applicable Laws, consenb and its constifutional documenb;

The lssuer shall not, without the prior written consent of the Debenture Trusbe:

sell, assign, convey, lease, or otherwise dispose of all or a material ponion of its asseb;dissolve, liquidate, or otherwise cease to do business; ormerge or consolidab with any PeFon;change its memorandum of association and/ or articles of association (other $an bramendmenb or modifications, eiher to corec{ maniGst enor or which are of a stylistic,minor, or purely technical nature and do not change the memorandum of association and/or articles of association in any mabrial respect; provided, that the lssuer shalt prompflygive fte Debenfure Trustee notice, and provide the Debenture Trustee with a copy, ofsuch amendment or modification);

change ib name or take any ac{ion that might adverEely afiEct the Hypothecated Asseb;

The lssuer submib such inbrmation, as may be required by the Debenture Trusbe from timeto time:

of the tlebenft.rre

(a)

(b)

(c)

(d)

(e)

)g .

no<iv. The lssuer shall make / release all payments due by

47

Documents b the Debenture Holde(s) in proportion to their dues and all amounts payable

under the Deb€nture Documents shall be applied pro rab b each Debenture; and

no(v. The lssuer complies with any other @venant as may be agreed to by the Investor and thelssuer ftom time b time.

48

SECTION 6: ISSUE DETAILS

Terms for the isEue of up to 6,205 listed, rated, secur€d and redeemable non-convertibb debenturesof the Face Value, to be issued at a discount of Rs. 2,850 per Debenture, aggregating up b Rs.

620,500,000.

Security Name10% Sedes-1 Caspian lmpact Investments Privab Limibdsecured rated lisFd redeemable transfurable non convertibledebentures 2022

bsuer Caspian lmpact InvestTents Private Limited

Type of lmtrument Listed, rated, secured and rcdeemable non-convertibledebentu|Es (NCDs)

Nafrrrr of lnstrument SecuredSeniority Seniorlllode of lse ue Private placement.

Eliglblo InveetolsPlease refer to Section 5.18.2 V. of this lnformationMemorandum. 'Eligible Investors' of fte InformationMemorandum

Lbting (lncluding namo ofstock erchange(s) wherc itwill be llsted and tlmeline folllstlng)

The lssuer shall list the Debentures on the WDM segment of theBSE simulhneously with the issue of the Debenfures or within 15(fifteen) days fiom the date of issuance of the Debentures. Shouldsuch listing of the Debenfures not o@ur fur any reasonwhatsoever within 15 (Fifteen) days fmm the Deemed Date ofAllotment, the lssuer shall immediably redeem or buyback heDebentures from the Debenturc Holders and shall pay theDebenfure Holders any and all interest, redemption premium,costs and expenses (including liquidity cosb, hedge costs orofter cosb) as debmined by the Debenture Holder8, that heDebenture Holders may have incuned in connec-tion with theirinvestment in the Debenfures.

In case of deiay in listing of fte Debentures beyond 15 days fromthe Deemed Dab of Allotment, the lssuer shall pay penal inbrestot 'l% p.a. over the Coupon Rate from the expiry of 30 days fromthe Deemed Date of Allotment till the listing of such Debentures,to the Debenture Holders. Provided however, such penal interestshall not be payable in case of delay in listing beyond 30 daysftom $e Deemed Date of AllotTent due to no fault of the lnvestor.

Rating of tho lmtrument BBB - (pronounced as Triple B Minus), by CARE.bsue Size Rs.620,500,000.Optlon to rct lnoveEubscdptlon (Amountl No.

Oblects of tho bsue , Deteilsof the utllhation of theProceeds

The lssue proceeds shall be utilized to make loans and otherfixed income investmenb in companies operating in the followingTarg€t SectoF: microfinance, small and medium enterprisefinance, affordable housing and sustainable agribusiness in India.Ho ever, the Target Sectors may be changed with the priorwritten consent of the ShareholdeEffilhlnvgstor.

Coupon Reto 1 0.00% per annum, net of att 6dR

49W

Step Udstop Down CouponRate

Nil

Goupon Peyment Frcquency Half-yearly ftom the Deemed Date of Allotrnent

Coupon Payment Date6

The Coupon Payment shall be payable on the bllowing dates:. May 30. November 30

of every year from the Deemed Date of Allotment till heRedemption Due Date.

Goupon Type Fixed

Coupon Rsset Prucg8s(including rates, spr€.d,etrectiYe date, Intersst ralecap and floor etc),

Not Applicable

Day Gount Basls Actuau Actual

Default Goupon Rate

Any Secured Obligations due on the Debentures including anyCoupon Payment and/ or Pdncipal Payment and/or any otherpayment to be made by the lssuer in connection with theDebentures shall, in case the same be not paid on he respec-tive

due datEs, carry further default interest of 2% (Two Percent) per

annum over the Coupon Rate compubd on the entire SecuEdObligations, for the period commencing fiom the respective duedates for such amounts and expiring on the date on which suchpayment is actually made (he defrault interest payable in tems ofhis Clause is hercinafrer reGred to as he 'Default CouponPaymenf). The payment of such Default Coupon Payment shallbe made net of all Taxes.

TenorUnless otherwise extended by the Debenture Holder, 82 monhsfrom the Deemed Date of AllotTent ending on January 2, 2022.

Redemption Date andAmount

Each Debenture shall be redeemable on the Redemption DueDate, unless redeemed earlier upon exercise of the Call Option.

Redemptlon Prcmium,Discount

Nil

l83ue Price Rs. 97,150 per DebentureDlscount at which seeurity isbsuod and the effectiye yielda8 a rceult ot auch dlscount

The Debentures are issued at a discount of 97.'l50%Effective Yield: 1 1.94%

Put oplion Date , Put optlonPdce , Put Notitication Date

NA

Call Option Date , Ca!]Option Pdce , CallNotlflcatlon Dato

The lssuer shall, at any time after March 31, 2016, har€ the rightbut not the obligation, b require the Debenture Holders to sell all

or pad of the Debentures to the lssuer or any Person nominabdby the lssuer at the Face Value plus accrued Coupon Payment oneach OebentuE (Call Optlon), provided however that, unlesspermitbd under Applicable Laws, in r$pect of th€ Debentures

that are held by any Person who is regisEred with SEBI as aForeign Portblio Inv$tor, the Call Option cannot b6 exercised

within a period of 3 yearE fiom the Deemed Date of Allotment.

ln the eveht the rssuer ,. d"",^l@the calr option

€{'ffi, 50

v*'D

the lssuer shall provide notice to the Debenture Trustee inrelation to exercise of the Call Option at least 90 (Ninety) daysprior to the date of exercise of the Call Option.

Upon issuance of the notice, the lssuer shall compulsorily redeem

the Debentures (or part thereof) identified in the notice on therelevant date of exercise of the Gall Option by making payment tothe relevant Debenture Holders, the outstanding Face Value ofthe said Debentures (or part thereof as identified in the notice)and accrued Coupon Payment in relation thereto.

ilandatory Prepayment

Subject to Applicable Law, the lssuer shall prepay to theDebenture Holder(s) (by way of premature partial redemption ofthe Debentures by the lssuer or have the Debentures purchased

by any Percon nominated by the lssuer) in the event that:

in any fiscal year, the aggregate amount of dividendpaymenF to the Shareholders exceeds 50% (fifty percent) ofnet income of the lssuer for the preceding fiscal year, otherthan distributions/payments directly related to liquidation ofequity investmenb of the lssuer, in an amount equal to suchexcess; oron the date following 6 (six) months after the lssue ClosingDate, the lssuer has not utilized 90% (ninety percent) of theSubscription Amount for the purposes mentioned herein, in

an amount equal to the difference between such 907o

amount and the amount out of the Subscription Amount soutilized for the puryoses mentioned herein.

Face Value Rs. 1,00,000 (Rupees One Lakh) per DebentureMinimum Application and inmultiplee of Debt securitiesthercafter

1 (one) Debenture of the Face Value and in multiples of 1 (one)Debenture thereafter.

lssue Timingl.lssue Opening Date2. lssue Closing Date3. Pay-in Date

4. Deemed Date of Allotment

February 27,2015March 2,2015March 2,2015March 2,2015

lssuance mode of thelnstrument

Demat only

Trading mode of thelnstrument

Demat only

Settlement mode of theInstrument

By electronic fund transfer/ wire transfer or any other mode which

is permissible.

Depository NSDL / CDSL

Businees Day Gonvention

In determination of any period of days for the occunence of an

event or the performance of any act or thing under this

lnformation Memorandum. the dav on-lrhich the event is tohappen or the act or thinq is to o",@ excluded. For

51

s-T,V\

instance, if the Coupon Payment Date trlls on the 30h day of amonth, the Record Date which is 5 days prior b the Coupon

Payment Date shall be 25th day of hat month.

lf the Coupon Payment Date falls on a non+learing day or any

day other than a Business Day, the payment shall be made bytre lssuer on the next Business Day and accodingly, the Couponshall be calculated until the next Business Day.

lf the Pdncipal Repayment Dab falls on a non-clearing day or anyday other than a Business Day, redemption and accrued CouponPayment shall be payable on the immediately previous BusinessDay, and accodingly, the accrued Coupon Payment shall becalculabd until the prcvious Business Day.

Recod Date 5 day-s prior to each Coupon Payment Date.

Securlty (wherc appllcablo)

(lncluding descdption, typeof securlty, type of cha€e,likely date of cFatlon ofsocu ty, mlnlmum seeuritycovor, rcvaluation,|Eplacemont of Becurlty).

The lssue shall be securcd by a charge creabd by the lssuer infavour of the Debenture Trusbe (for the benelit of the DebentureHoldes) by an exclusive filst ranking Security Interest by way ofhypothecation over specific loan receivables / book debt presentand future ("Hypothecatod Assets"). The lssuer undeftakes:

b maintain the value of Security at all times equal b orgreater than 1.0 (One) times the aggrcgab of (a) theoubhnding Pdncipal Payment and (b) Coupon Paymentfor the next half-yearly period (bgether, the 'secudtyGoved);to r€gister and perfect the Security over the HypothecabdAsseb by executing a duly stamped Deed ofHypothecation and filing the relevant form within 30(Thirty) calendar days from the date of execution of theDeed of Hypothecation;

to creaE the charge over the Hypothecabd As3ets prior bthe Deemed Date of Allotment In the event the SecurityCover is not created or has insufficiently created, theproceeds from the lssue are to bb placed in an gscro\,v

account until the creation of secudty which shall be nolater than one month fiom the Deemed Date of Allotment.In he event of failure to creab the s€curity within onemonth, the monies are b be reimbursed b thesubscribers;

b provide a list, on a quarterly basis, of specific loanreceivables / identified book debt to the Debenture Trusteeover which charge is created and subsisting by way ofhypothecation in fravour of the Debenture Trusbe (br thebenefit of he Debenfure Holders) and sufficient tomainbin the Security Cover.

Debenturc DocumentB

r This Information Memorandum. further infomationmemorandums, if any, for the privateplacemenl of the

w# 52

. The Debenture Trust Deed;

. Debenture Trustee Agreement;

. Deed of Hypothecation;

. Any other document that may be designated as a debenture

document by the Debenture Trustee.

Gonditions Precedent toDisbursement

. The Investor shall have received copies of the executedDebenture Documents.

. The Investor shall have received certified true copies of thememorandum of association, articles of association and

certificate of incorporation of the lssuer.. The Investor shall have received evidence satisfactory to it that

the Shareholders hold the legaland beneficialtitle to the equityof the lssuer.

. The Investor shall have received certified copies of any consentrequired by any relevant Governmentral Authority, which isnecessary or advisable for the issue and for the lssuer to carryout its business.

. The Investor shall have received evidence in form andsubstiance satisfactory to it that the Shareholders of the lssuerhave made equity investments in full in the Fund of not lessthan five hundred millbn Indian Rupees (lNR 500,000,000).

. The Investor shall have received favorable written opinions,satisfactory to the Investor in form and substance, of thelssue/s legal counsel in India.

. The Investor shall have completed to its satisfaction its duediligence investigation of the lssuer and all other mattersrelating thereto, and the results of such investigations shall besatisfactory to the Investor.

. The Investor shall have received financial projections for itsproject through FY2017, including p@ected financialstatements prepared in accordance with Indian GAAP.

. The lssuer shall have convened a meeting of its board ofdirectors to approve and pass the following resolutions:o Resolution to increase the borowing limits of the lssuer, if

required;

o Resolution to create charge over the Hypothecated Assets;o Resolution approving the issue of the Debentures, subject

to the consent of the Shareholders by way of specialresolution at the general meeting of the lssuer;

o Resolution approving the tenns and execution of and thetransactions contemplated by this InformationMemorandum and the other Debenture Documents (it is orproposes to be a party to);

o Resolution authorizing the affixation of the common seal ofthe lssuer on the Debenture Trust Deed and the otherDebenture Documents, and a director or directorc or otherauthorized executives to execute the InformationMemorandum and the other DebgtrF_QQcuments (it is or

to be a party to), as

o Resolution authorizing a Person or Percons, on behalf ofthe lssuer, to sign and/ or dispatch all documents and

notices to be signed and/ or dispatched by the lssuer underor in connection with this Information Memorandum and theother Debenture Documents (it is or proposes to be a party

to);ando Resolution to approve the notice and explanatory statement

to convene an extra-ordinary general meeting of theShareholders at shorter notice

. The Investor shall have received the certified true copy of (A)the board resolutions refened to above and (B) the specimensignatures of each such authorized signatory authorized underthe board resolution refened to above.

. The lssuer shall issue a notice to the Shareholders forconvening the extra-ordinary general meeting as per theprovisions of the Act and the explanatory stiatement annexed tothe notice for the extra-ordinary general meeting of theShareholders shall specifically contain the particularc set out inSection 102 ot the Companies Act, 2013 and any otherprovisions as may be applicable;

. The lssuer shall convene an extra-ordinary general meeting ofthe Shareholderc wherein the Shareholders shall pass a specialresolution authorizing (i) the bonowing of monies beyond thelimiF specified in Section 180(1)(c) of the Companies Act,2013: (ii) creation of charge on the Hypothecated Assets interms of Section 180(1Xa) of the Companies Act, 2013 and (iii)the offer of the Debentures under Rute 14(21(a) of theCompanies (Prospectus and Allotment of Securities) Rules,2014.The Investor shall have received a certified true copy ofthe special resolutions refened to above;

. The Investor shall have received a certificate of the lssuersigned by an authorized signatory confirming:o compliance with the bonowing limits pursuant to the special

resolution passed by the shareholders under section180(1Xc) of the Companies Act, 2013 for the issue of theDebentures;

o that the Security Interest under the Deed of Hypothecationdoes not breach any limiF on the lssuer or its board inrelation to creation of security pursuant to the specialresolution of the lssuer in terms of section 180(1)(a) of the

i

Companies Act, 2013; I

o that there are no previous or subsisting Events of Dehult;and

o that no event has occured or circumstance is existingwhich will lead to a MaterialAdverce Effect;

. The Investor shall have received a certificate from the statutoryauditor / chartered accountant of certifying that:o the issue of the with allexisting

indebtedness incured not breach

bonowing or similar limit on the lssuer or its board ofdireciors including pursuant to the special resolution

passed by the Shareholders under Section 180(1Xc) of theCompanies Act, 2013; and

o the crcation of Security (taken together with all existing

security created by the lssuer over its assets) will notbreach any limib placed on the lssuer or ib board ofdirectors in relation to providing security or any other similarlimib including pursuant to the special resolution passed by

the sharcholders of the lssuer in terms of section 180(1Xa)

of the Companies Act, 2013;. The Invesbr shall have rcceived the certified fue copy of the

application made by the lssuer b the relevant deposltory for

creation of fte lSlN pertaining to the Debentures;. The Invesbr shall have Eceived the certified fue copy of the

letter appointing the Debenture Trusbe in rclation b the issue

of the Debentures:. The Investor shall have received the certified hu€ copy of the

credit rating letbr.. The Investor shall have rcceived the certifted tue copy of the

in+rinciple approval received ftom BSE tur listing of the

Deb€ntures;. The Investor shall have rcceived the valuation cerlificate frcm

the chartered accountant of 0|e lssuer confirming that the value

ot he security being provided by the lssuer under the Deed ofHypo0Ecation is adequab b cover the obligations of the lssu€r

in accordance with Rule 18 of the Companies (Share Capihland Debentures) Rules, 20'14;

. The lssuer shall @nvene a meeling of ib board of direcbrs bapprove and pass fte following resolutions:

o Resolution approving the issue of the pdvate placement

ofier letter in Form PAS-4 along wi$ the application form to

the Investor:

o The lssuer shall record the name of the Investor as per

Section 42(7) of the Companies Act, 2013 prior b heinvitation b subscribe;

. The lssuer shall issue the private placement offer letter in Form

PAS-4 accompanied by an application form, sedally numbered

and addressed specifically to the Investor, within 30 days ofrecording of the name of the Invesbr as above.

' The lnvestor shall have received he certificate of lssuer,

executed by an authorized signabry, certifying f|at each copy

document mentioned herein is corect, complete and in full

force and efiect as on the date of receipt of monies for

subscription b the Debentures;. The lssuer shall have obbined all oonsenb neoessary or

advisable under Applicable Law for the repatdation d the

Debenture Paym€nb by ihe Debe4r{ffiFqFrlOn the Deemed Date of The lssuer shall convene a mee!, ffrgdftN,d dirccbrs Q

:1iqW 55

Allotment approve:

o the allotment of the Debentures to the Investor;

o making the necessary entries in the register of Debenture

Holders in respec't of the Debentures;

o taking on record the details of the bank account from

which the Subscription Amount has been received.

Condition Subsequent toDisburcement

. The lssuer shall file Form CHG-9 with the Registrar ofCompanies in relation to the Hypothecated Assets within 2

(Two) days from the Deemed Date of Allotment and obtain thecertificate of registration of charge in the form and mannerprovided in Form CHG-2 (as prescribed under the Companies

Act, 2013) within 20 (T-rrenty) calendar days from the date ofexecution of the Deed of Hypothecation.

. Within 15 (Fifteen) days from the Deemed Date of Allotment,

the lssuer shall provide to the Debenture Trustee, a certified

true copy of the resolution passed by the board of directors ofthe lssuer recording the issue and allotment of the Debentures

to the Debenture Holders;. \Mthin 15 (Fifteen) days from the Deemed Date of Allotment,

the lssuer shall provide to the Debenture Trustee the duly

stamped debenture certificate confirming the allotment of the

Debentures to the Debenture Holders;. Within 15 (Fifteen) days from the Deemed Date of Allotment,

the lssuer shall provide to the Debenture Trustee a certificate

signed by an authorized signatory confirming the allotment and

credit of the Debentures into the demat accounb of respective

Debenture Holders;. \Mrthin 15 days from the Deemed Date of Allotment, the lssuer

shall provide to the Debenture Trustee, a certified true copy ofthe letter received from BSE confirming that the Debentures

have been listed on the BSE;

' Within 15 days from the Deemed Date of Allotment, the lssuershall provide to the Debenture Holders, a certified true copy ofits register of debenture holders, updated to include the

Debenture Holders;. The lssuer shall file the record of private placement offers in

Form PAS-5 along with the private placement offer letter inForm PAS.4 with the jurisdictional Registrar of Gompanies,

within 30 (thirty) days from the date of circulation of the private

placement offer letter as mentioned above;. .The lssuer shall file the retum of allotment of the Debentures to

the Investor in Form PAS-3 with the jurisdictional Registrar ofCompanies within 30 (thirty) days from the allotment of the

Debentures to the Investor;. The lssuer shall file Form MGT-14 (along with any other

prescribed forms, all as applicable as prescribed) with thejurisdictional Registrar of 30 days of the date

of passing of the special above;. The lssuer shall be with applicable

6$& 56

provisions of the listing agreement entered into with the BSE

including the requirement to obtain prior approval of the BSE

where the Debentures are listed, in the event of any material

modification to the structure of the Debentures.

Events of Default

a)

b)

Subject to the provisions of the Debenture Trust Deed, theoccurence of each of the following events, to be determinedsolely by the Debenture Holder, shall be considered an Event ofDefault:

Payment Default: The lssuer fails to make any Debentures

Payments on the respective Due Dates.

Cross-Default: (i) The lssuer fiails to pay any amount due on

any of its indebtedness (including principal, interest and anypremium or fee thereon, except hereunder), whether by

scheduled maturity, required prepayment, acceleration,

demand, or othenrise, and such failure is continuing beyond

the applicable cure period, if any, (ii) a default occurs under

any agreement or instrument evidencing, or under which the

lssuer has oubtianding at the time, any such indebtedness and

such default is continuing beyond the applicable cure period, ifany, if the effect of such default is to accelerate or to permit the

acceleration of the maturity of such indebtedness, or (iii) any

such indebtedness shall be declared to be due and payable, or

required to be prepaid, prior to the stated maturi$ thereof as a

result of a default or other similar adverse event.

Representation Default: Any representation or wananty made

by or on behalf of the lssuer in any of the Debenture

Documents proves to have been inconect in any material

respect when made or deemed made.

Covenant Default: The lssuer fails to comply with any

covenant or provision set forth in SecUon 5.18.2 GG b. and/or

Section 5.18.2. GG. d i. and/ or Section 5.18.2. GG. d. ix. (read

with Annexure 6) and/ or Section 5.18.2. GG. d. n<ii. and/ orSection 5.18.2. GG. d. xxix. of this Information Memorandum.

Key Percon Default A Key Person Event occurs and is not

resolved within 90 days

Worker Rrghfs Non-Compliancre: The lssuer fails to cure, orprevent the recunence of, any Worker Rights Non-Compliance

and such failure continues for ninety (90) days after the fistoccurence of such Worker Rights Non€ompliance.

Approvals Default Any consent necessary for the execution,

delivery, or performance of any of the Debenture DocumenF

or for the validity or the lssue/s

c)

d)

e)

e)

h)

obligations under any of the Debenture Documents is not

effected or given or is withdrawn or oeases to remain in full

force and effect.

Debenture Document Default Any Debenture Document atany time for any reason (i) ceases to be in full force and effect,(ii) is declared to be void or is repudiated, (iii) is suspended orrevoked, or terminated (other than upon expiration in

accordance with its terms when fully performed), (iv) thevalidity or enforceabili$ thereof is at any time contested by the

lssuer or any other counter-party, (v) the lssuer or any otherparty fails to comply with or perform any of its material

obligations or undertakings set forth in any Debenture

Document, or (vi) ceases to give or provide the respective

rights, titles, remedies, powers, or privileges intended to be

created thereby.

&curity Default. (i) The Deed of Hypothecation, once

executed and delivered, ceases at any time for any reason toprovide the encumbrances, rights, titles, interests, remedies,

powers or privileges created to secure the Debentures, (ii) the

Securi$ Interest created over any portion of the Hypothecated

Assets purcuant to the Deed of Hypothecation ceases to be

effective or hils to have the priority originally created under the

Deed of Hypothecation; or (iii) the value of the Hypothecated

Assets is, at any time, less than the Securi$ Cover or (iv) the

validity of the Deed of Hypothecation or the applicability

thereof to the obligations of the lssuer hereunder or any part

thereof, shall be disaffirmed by or on behalf of the lssuer, or (v)

the Debenture Holders' Securi$ Interest or other rights in any

portion of the Hypothecated Assets shall terminate in any

manner other than that contemplated by the Debenture

Documents.

Other Agrcements Detault. The lssuer, any Shareholder, or

any other par$ fails to comply with or perform any of itsmaterialobligations or undertakings set forth in any Debenture

Document and such failure continues beyond the applicable

cure period, if any.

fupropriation Default Any Govemmential Authority condemns,

nationalizes, seizes, or othenrise expropriates substantial

portion of the assets or the capital stock of the lssuer or takes

any action that would prevent the lssuer from carrying on any

material part of its business or operations.

Voluntary Bankruptcy Defauft The lssuer (or any successor in

k)

interest thereto) (i) applies for, or to the appointment

of, a receiver, or liquidator of

58

itself or of all or a substantial part of its assets, (ii) files avoluntary petition in bankruptcy, admits in writing that it is

unable b pay ib debts as they become due, or generally fails

b pay its debb as they become due, (iii) makes a general

assignment br the benefit of qedibrs, (iv) files a petition oransrer seeking reorganization or an an€ngement with

credibrs or to take advantage of any bankuptcy,rcorganization, or insolvency laws, (v) file6 an answer

admifring the material allegations of, or consents b, or defiaults

in ansrering, a petition filed against it in any bankruptcy,

reorganization or insolvency proceeding where such action orfailure b act will |€sult in a detenlination of bankruptcy orinsolvency against it, or (vi) bkes any corporaE action toauthorize any of the foregoing.

m) tnvoluntary BanM)pW Defauk Without he lssueds

application, approval, or consent, a pK,ceeding i8 instifuted in

any court of competent jurisdiction or by or befiore anygovemment or govemmental agency of competent jurisdiction,

seeking in respect of the lssuer (or any successor in interest

thereb): adjudication in bankrupby, teorganization,

dissolution, winding up, liquidation, a composition or

arftmgement with creditors, a readjustment of indebtedness,

the appointment of a fusbe, receiver, liquidabr, or the like ofit or of all or any substantial part of ib property or asseb, orother like relief in respect of it under any bankruptcy,

reorganization, or insolvency law; and, if such proceeding is

being contested by it in good trih, the same continues

undismiss€d for a petiod of sixty (60) days.

nl Judgnent Defauk A final non-appealable judgment orlitigation settlement for the payment of money in an aggregabamount in excess of USD '10,000 or ib equivalent in INR is

rcndered against, or enbred into by, the lssuer and suchjudgment is not satisfied or discharged within sixty (60) days of

enty.

ol Pofitical Wden@ Defau,t Any acts of war (whether declared or

undeclared), revolution, insunec'tion, civil war, strife of a lesser

degree, tenorism, or sabotage occur that cause the

destruction, disappearance or physical damage of a

subsbntial portion of the asseb of the lssuer or prevent the

lssuer from carrying on any mabrial part of 'lts business or

operafons.

p) Matedal AdtP",tw Etrect Defauft. Any event, development or

circumstance shall have occuned that, in the reasonable

judgment of he Investor, Adverse Efiect

q) U.S. Persons Defauft. At any time prior to March 31, 2016,

shareholders who are U.S. Pesons cease to retain an ultimate

beneficial ownerchip interest in the lssuer of at least twenty-

five percent (25olol.

Change of Ownership Default Without the consent of the

Investor, any change of ownerchip of the lssuer shall have

occuned, other than transfers of shares between existing

shareholders, if the change results in an ownerchip stake

greater than 5olo of the shares of the lssuer; for the avoidance

of doubt transfers of shares to an existing shareholder which

has an existing ownership stiake greater than 5% do not

require consent

Change of Contrcl Default Any change in control of the lssuer

o@urs without the prior written consent of the Investor.

lnvestment Advisor Default.The Investment Advisor ceases to

serve as the provider of investment advisory services to the

lssuer and no sucoessor to the Investment Advisor has been

appointed.

The lssuer, without the consent of Majority Debenture Holders,

@ases to carry on ib business or gives notice of iF intention

to do so.

v) An order has been made by any GovernmentralAuthority or a

special resolution has been passed by the Shareholders of the

lssuer for winding up of the lssuer.

w) The lssuer creates or attempts to create any charge on the

Security hereunder or any part thereof without the prior

approval of the Debenture Trustee / Majority Debenture

Holderc.

x) When in the opinion of the Debenture Trustee, the Security is

in jeopardy.

s)

u)

Upon the occunence of a Voluntiary Bankruptcy Default or

Involuntary Bankruptcy Default as stiated hereinabove, the lssuer

shall immediately redeem the Debentures, subject to Applicable

Law, and pay the'accrued Coupon Payment thereon and all other

amounts due under the Debenture Documents shall immediately

become due and payable without any other presentment,

demand, diligence, protest, notice of acceleration, or other notice

or action of any kind, all of which the lssuer hereby expressly

waives.

Gonsequences of Events ofDefault

Event of Default at the request of the lssuer is expressly waived

by the Debenture Trustee acting on the instructions of heMajority Debenture Holder(s), the Debenture Trustee shall:

(a) accelerate the redemption of the Debentures; and/ or

(b) enforce the charge over the Hypothecated Assets in

accordance with the terms of the Deed of

Hypothecation; and/or

(c) exercise any other right that the Debenture Trustee and

/or Debenture Holder(s) may have under the Debenture

Documents or underApplicable Law; and/ or

(d) to appoint a nominee director as per the SEBI

(Debenture Trustee) Regulations, 1993 on the board of

directors of the lssuer; and/ or

exercise such other righb as the Debenture Trustee

may deem fit underApPlicable Law.(e)

Provisions related to GrossDefault Glause

The lssuer fails to pay any amount due on any of its indebtedness

(including principal, interest and any premium or fee thereon,

except hereunder), whether by scheduled maturity, required

prepayment, acceleration, demand, or otherwise, and such failure

is continuing beyond the applicable cure period, if any, (ii) adefault occurs under any agreement or instrument evidencing, or

under which the lssuer has outstianding at the time, any such

indebtedness and such defautt is continuing beyond the

applicable cure period, if any, if the effect of such dehult is to

accelerate or to permit the acceleration of the maturity of such

indebtedness, or (iii) any such indebtedness shall be declared to

be due and payable, or required to be prepaid, prior to the stated

maturity thereof as a result of a default or other simihr adverse

event.

Legal Gounsel Nishith Desai Associates, Mumbai

Debenture Trustee lDBl Trusteeship Services Limited, Mumbai

Role and Responsibilities ofDebenture Trustee

Please refer to the Debenture Trust Deed

Governing LawJurisdiction

andlndian Law

61

SECTION 7: REPRESENTATIONS AND WARRANTIES

7.1 ReprEsentatiorc and Wanantie6 of the bsuer

The lssuer hereby makes tr|e bllqr,ing Gpresentations and wananties and fie same shall also be setout in the Debenfure Documents. Each representalion and warranty made by the lssuer her€inbeloly

shall be deemed b be repeated on s|e Deemed Dab of Abfnent

STATUS:

a. The lssuer is a company, duly incorporated, regisbred and validly e)dsting under thelaws of India.

b. The lssuer has the power to own its asseb and carry on ib business as it is being

conducted including the power b bonow money and execub, deliver, and perform heobligations under the Debenture Documenb.

BINDING OBLIGATIONS:

Each of the Debenture Documents (to which the lssuer is a party) has been duly

executed and delivered by the lssuer and is a legal, valid, and binding obligation of the

lssuer, enforceable in accordance with ib brms.

TAXES AND REPORTS

The lssuer has filed all trax retums and repotb r€quircd by Applicable Law b be filed and

has paid (or provided adequate reseNes for, the case of claims being contesFd) all

Taxes due.

NON.CONFLIGT WITH OTHER OBLIGATIONS:

The entry into and performanca by the lssuer of, and the transactions contemplabd by

the Debenture Documenb do not and will not conflict with:

a. any law or rcgulation applicable b he lssuer including but not limited b lau,s and

regulations regarding anti-money laundering or terrolism financing and similar

financial sanctions:

b. the lssuefs constitutional documents: orc. any agreement or instrument binding upon the lssuer or any of ib assets.

POWER AND AUTHORITY:

a. The lssuer has the power to enbr into, perform and deliver, and has taken all

ne@ssary ac{ion to authorize its entry into, performance and delivery of' the

Ilebenfure Documents to which it is a party and the tansactions contemplated by

those Debenture Documenb.

b. Alt authorizations rcquired by he lssuer for the legal and valid subscription to the

are in full force and

iv.

v.

Debentureg by the Debenture Holders have been

62

vl,

efbct and no such authorization has been. or is threatened to be revoked, withdr:Mnor cancelled.

The lssuer has good right, full polrcr and absolub authority to issue and allot theDebentures to the Debenfure HoldeB free from any Security Inbrests, and the lssuerhas not, nor has anyone on ib behalf done, commitEd or omitFd any act deed,

matbr or thing whereby the Debentures can be brbibd, extinguished or rcndetedvoid or voidable.

The execution of $e Debenfurc Trust Deed or any of the Debenfure Documents by

the lssuer will not brcach, or result in the imposition of any Security Inbrest upon any

of ib asseF (except as permitbd by Section 5.18.2 GG. d. xi.) under, ibmemorandum of association and/ or articles of association, or any agrcement or other

requirement by which the lssuer or any of ib prcperties may be bound or afiected.

Except for @nsenb refened to under the heading 'Conditions Precedent to

DiEburEement in Section 6 (rssue Defa,lrs), no consent of any Pe6on is required in

connec{ion with the lssue/s execution, delivery, performance, validity, or enfurceability

of any of the Debenture Documenb.

VATIDIW AND ADIIISSIBILIW IN EVIDENCE:

All appro\rals, authorizations, consents, permib (third parly, statutory or otherwise)

required or desirable:

to enable the lssuer lawfully to enter inb, exercise ib rights and comply with itsobligations in the Debenture Documenb to which it is a party;

b make the Debenture Documents to which the lssuer is a party admisgible in

evidence in iF jurisdiction of incorporation; and

for it to carry on ib business;

have been obtained or efiected and are in full brce and effect.

CO]IIPLIANCE WITH LAW; CORRUPT PRAGTIGES; ANTI-MONEY LAUNDERING

a. The lssuer has conducted and is conducting ib business in compliance with all

Applicable Laws.

b. Wthout limiting the effec{ of clause (i), the lssuer and lts officers, directors,

employees, and agenb have complied with applicable Conupt Practices Laws in

obtaining all consents in respect of the lssue/s business and is otherwise conducting

the business in compliance wih applicable Corrupt Practices Laws. The lssue/s

intemal management and accounting practices and controls are sufficient b provide

reasonable assurances of compliance with applicable Corrupt Practices Laws and the

prevention of Prohibited Paymenb. Neither the lssuer nor any Person acting on

behalf of the lssuer has made any Prohibited Payment.

c. The lssuer is in compliance with the applicable

Laundering Laws and (B) OFAC Regulations.

(A) the Anti-Money

v .

63

ix,

d. None of the lssuer, its direclors, members of senior management, or any of theShareholders, is a Person included in any OFAC List or otherwise subject bsanctions under OFAC Regulations.

ENVIRONMENTAL, HEALTH AND SAFEW TATTERS.

The lssuer has duly complied, and its business, opeEtions, and assets ar€ incompliance, with all Applicable Lans regarding the environment, health and safety andsocial perfotmance. Wih respect to air emissions, discharges to surface weter or ground

wabr, noise emissions, solid or liquid waste disposal, the use, generation, sbrage,transportation, or disposal of toxic or hazardous substances or wastes, or otherenvironmental, health, or safety matbls, the lssuer (A) has been issued and will maintainall required oonsents, (B) has received no complaint, oder, directive, claim, cibtion, ornotice by any Govemmenbl Autho.ity, and (C) has received no complaint or claim fromany Person seeking damages, confibution, indemnification, cost recovery, @mpensation,or injunctive relief.

DISCLOSURE

All documenb, rcporb, and other wdtten information that have been fumished b theInvestor and Debenfur€ Trustee are true and corect in all mabrial respecb and do notconbin any material misstatement of fact or omit to sbte a material fact or any factnecessary b make the stabments contained herein or therein not mabrially misleading.There is no fact knou,n to the lssuer the existence of which could be a Mabrial AdverseEfiBct.

DEBENTURE DOCUI'ENTS

The lssuer has, or by the date on which the Debentures are issued by the lssuer willhave, duly executed and delivered each of the Debenture Documenb to which it is aparty. l/Vhen duly execubd and delivercd, each of such Debenture Documenb constituEsor, when execubd and delivered, will constitute, iF legal, valid and binding obligation

enforceable without any further action or auhorization being required with respect to such

documenb.

The Deed of Hypothecation, when executed, delivered and registered (where necessary

or desirable) and when appropriate regulatory filings are made, a8 required under

Applicable Law, shall creab the Security Inbrest expr€ssed to be created thereby, ft€efrom all Security Interesb (oher than as contemplated und€r the Deed of Hypothecafon).

NO DEFAULT:

No Event of Defiault has cunently occured and is continuing as on the date herof orwould reasonably be expected to result from the execution or performance of any

Debenture Doc ments or the issuance of the Debenfures. To the best of he lssueds

kncn ledge, no other event or circumshnce is outstanding which consblubs (or which

would, with the lapse of time, the giving of notice, the making of any debrmination under

the relevant document or any combination of S|e foregoing), constitub a default or

brmination event (how€ver described) under any other instrument which is

x.

xt.

64

x||.

binding on the lssuer or any of itB assets or which might have a Material Adve6e Efbctas on the date hereof.

PARI PASSU RANKING:

The payment obligations of the lssuer under the Debenture Documents tank at least patpassu with the claims of all of its other securcd credibrs, except for obligations

mandabrily prefened by law applying to companies generally.

The Secured Obligations shall, between the DebentJres Holde(s), inEr-se rank panpassu without any preference or priority whatsoever.

NO PROCEEDINGS PEI{DING OR THREATHENED:

There are no litigation, arbitration or administrative proceedings of or befure any courtarbibal body or agency which, if adversely determined, may have a Material Adve6eEfiect have (b the best of ib knolvledge and belief) been starbd or threaEned against it

except as disclosed by the lssuer in ib annual reports, financial stabmenb and this

lnbrmation Memorandum.

NO iIISLEADING INFORTATION:

All information provided by the lssuer to the Debenfure Holdels for the purposes of this

lssue is tue and a@urate in all mabrial respects as at the date it was provided or as atthe dab (if any) on which it is stated.

COilPLIANCE:

Th€ lssuer is in compliance with all laws br the perfoimance of ib obligations wihrespect b this lssue including but not limited b environmental, social and taxation related

laws, br hem b carry on their business.

ASSETS:

Except for the Security lnterests and encumbEnoes created and recorded with tfteMinisfy of Corporab Afhirs (available using U65993AP1991PTC013491) on the website

htp:/www.mca.gov.in/McA21/index.html under the heading Index of Charges), Security

Interesb and encumbran@s seated and duly disclosed by the lssuer pending recodingof he same by the Minisfy of Corporate Afiails and the Security to be provided b th€

Debenture Trustee over the Hypothecabd Asseb the lssuer has absolute legal and

beneficial title b (free from any Security Interest), or valid leases or licenses ol or isotherwise entiued to use (in each case, wh€re relevant, on arm's lengh terms), all

mabrial asseb necessary br he conduct of ib business as it is being, and is proposed to

be, conducted.

xlll,

xtv.

xvl.

xv,

65

xYli. FINANCIAL STATEiIENTS:

The lssuefs financial shtements most recenfly supplied to the Debenture Trusteehave been prepared in accordance with Indian GAAP consisbntly applied save b theexbnt expressly disclosed in such financial statements.

The audited financial stabmenb as of March 31. 2014 and June 30. 2014 and theprovisional financial statements as of Septembr 30,20'14 and December 31,2014,most recenty supplied to the Debenture Trustee, give a true and fair view and

rcpresent the lssue/s financial condition and operations during the relevant financialyear and the quarbr ended save to the e)dent expressly disclosed in such financialstatemenb.

rvl .

c. No dividend or payment to Shareholders or any other Person has been made, exceptas permitted in Section 5.18.2 GG. d. xv.

SOLVENCY:

The lssuer b able to, and has not admitbd ib inability to, pay ib debb as they

mature and has not suspended making payment on any of ib debb and it will not be

deemed by a court to be unable to pay iF debts within the meaning of $e Applicable

Laws, nor in any such case, will it become so in consequence of enbring into tfrislssue.

The valu6 of the asseb of the lssuer is more than its respective liabilities (taking inbaccount contingent and pmspective liabilities) and it has sufiicient capital to cary on

its business.

As on the date hereof, the lssuer has not bken any corporate ac'tion nor has taken

any legal proceedings or o$er procedure or sbps in relation b any bankrupbyproceedings.

The lssuer has not received any notice b the efu that any of their respec{ive

c|€dibrs have presented any petition, application or other ptoceedings for any

administration order, creditors' volunbry anangement or similar relief by wltich theh

affairs, business or business asseb are managed by a Person appointed fur thepurpose by a court, govemmenbl agencl or similar body or by any creditor or by the

entity itself nor has any such order or relief been granted or appoinfnent made.

No oder has been made, no petition or application presented, no resolution passed

and no meeting @nvened for the purpose of winding-up/insolvency of the lssuer or

whereby ib asseb are b be distributed to ib creditors or shareholders or other

contribubries nor has it received written notice of any receiver (including an

adminisfative receiveo, liquidator, trustee, administrator, supervisor, nominee,

custodian or similar official having been appointed in respect of the whole or any part

of ib businesses or assets.

66

xlx.. MISCELLANEOUS

The enby into and performance of this Information Memorandum and the otherDebenfure Documents are private commercial acts of the lssuer and the lssuer shall not

be entitled to claim any sovereign immunity from any suit execution, attachment or otherlegal process in relation to this lnformation Memorandum or the Debenture Documents.Copies of all documents heretofore or hereafrer deli\€red or made available b theDebenture Holders or the Debenfure Trusbe werc or will be complete and accurate

copies of such documents. The representations and waranties of the lssuer in thisInfomation Memorandum do not conbin any unfue stabment of a material iact or omitb state a material fiact necessary to make the statemenb and fiacts contained herein orfterein, in light of the circumstanc€s in which they were or are made, not fialse ormisleading.

Replesentatlons and wartantlec of the Inv6tor

The Invesbr hereby make8 the ficllofling repEsenhtions and wananties and f|e same shall also

be set out in he Debenture Documents.

The Investor is duly incorporated, registered and validly existing under the laws ofSingapore.

The obtigations €xprEssed to be assumed by the Investor under the Debenture

Documenb are legal, valid, binding and enforceable obligations.

The Invesbr has the power b enter into, perform and deliver, and has taken all

necessary aclion b authorize its entry into, perbrmanoe and d€livery ol the DebentutB

Documenb to which it is a party and the transactions contemplated by tho€e Debenture

Documents.

The Investor holds a valid Tax Residency Certificab in Singapore and being eligible brtreat benefib under the lndia€ingapore Double Ta)€tion Avoidance Agre€ment is

exempt ftom paying any hxes in Singapore on any income in respect of the Debentures.

The Investor is duly registered as a FPI as requircd under the SEBI (Foreign Portfolio

Invesbrs) Regulations, 2014.

The Investor is eligible b in\resu subscribe b the Debentures of the lssuer.

7,2

67

SECTIONS: DECLARATION

The lssuer confirms that this Intormation Memorandum does not omit dFclosure of any matetial factwhich may make the statements made therein, in light of the circumstances under which they are

made, misleading. This Inbmation Memorandum also does not conbin any false or misleading

stabment.

The lssuer acoepts no responsibility fur he statement made otherwise than in his Information

Memorandum or in any other material issued by or at the instance of the l86uer and that anyoneplacing reliance on any ofrier source of information would be doing so at his oli/n risk.

Signed by Mr. S. Viswanatha Prasad, authorized signatory of the lssuer, pursuant b the authodty

granted by the Board of the lssuer in their meeting held on December 8,2014.

68

ANNEXURE 1

APPLICATION FORM

Gaspian lmpact lnvestments Private LimitedA private limited company incorporated under the Companies Act, 1956

Date of Incorporation: Nov 25, 1991

Registered Office: 3d Floor, 8-2-5961518t1, Road No. 10, Banjara Hills, Hyderabad - 500034

Telephone No.: +91 40 6629 7100 Website: www.caspian.in

DEBENTURE SERIES APPLICATION FORi' SERIAL NO.

ISSUE OF UPTO 6,205 SECURED RATED LISTED REDEEiIABLE TRANSFERABLE NON

GONVERTIBLE DEBENTURES OF

Rs. 1,00,000r- (RUPEES ONE LAKH ONLY) EACH AT DISCOUNT OF RS. 2,850 PER

DEBENTURE TO THE FACE VALUE AGGREGATING UP TO RS.620,500,000, FULLY PAID UP

FOR CASH

DEBENTURE SERIES APPLIED FOR: 10o/o SERIES-1 CASPIAN IMPACT INVESTMENTS

PRIVATE LIMITED SECURED RATED LISTED REDEEMABLE TRANSFERABLE NON

CONVERTIBLE DEBENTURES 2022

Number of Debentures: [91

Amount Rs. JoV- in words

DETAILS OF PAYMENT:

RTGS

No. Drawn

Funds transfened to Caspian lmpact Investments Private Limited

Dated

TotialAmount Enclosed

) (ln words)

APPLICANT'S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT'S PAN/GIR NO. [o] lT CIRCLE/WARD/DISTRICT

-wE ARE ( ) COMPANY ( ) OTHERS ( ) SPECTFY

We have read and understood the Terms and Conditions of the issue of Debentures including the

Risk Factors described in the Memorandum and have considered these in making our decision to

apply. We bind ourcelves to these Terms and Conditions and wish to apply for allotment of these

Debentures. We request you to please place our name(s) on the Register of Holders.

Name of the Authorised' Siqnatorv(ies)

Designation Signature

Applicant's Signature

We the undercigned, are agreeable to=holding the Debentures of the lssuer in dematerialised form.

Details of my/our demat account are given below:

Applicant Bank Account :

(Settlement by way of Cheque / Demand Draft /Pay Order / Direct Credit / ECS IN EFT/RTGS/other permitted mechanisms)

DEPOSITORY NSDL0 CDSL(}DEPOSITORY PARTICIPANT NAiIEDP.ID

BENEFICIARY ACGOUNT NUMBER

NATUIE OF THE APPLICANT(S}

FOR OFFICE USE ONLY

DATE OF CLEARANCE

(Note: Cheque and D',alfrs are subiectto realisation)

We understand and confim that he information prcvided in the Memorandum is provided by ftelssuer and the same has not been verified by any legal advisoE to the lssuer, the Arranger and otherintermediaries and their agents and advisors associated with his lssue. We confirm that we ha\re forthe purpose of investing in these Debenfures caffied out our oum due diligence and made our owndecisions with respect to investnent in these Debentures and have not relied on any representationsmade by anyone other than the lssuer, if any.

We undeEtand thae i) in case of allotment of Debentur$ b us, our Beneficiary Account asmentioned above would get credited to the extent of allotted Debenfurcs, ii) the Applicant must ensurcthat the sequence of names as mentioned in the Applicaton Form matches the sequence of name

held with our Deposltcry Participant, iii) if the names of $e Applicant in this application are notidentical and also not in fie same order as the Beneficiary Account details with the above mentionedDepository Parlicipant or if the llebentures cannot be credited to our Beneficiary Account for anyrcason whatsoever, the lssuer shall be entitled at its sole discretion b r€ject the epplication or issue

he Debentures in physical form.

We undersbnd that we are assuming on our own account, all risk of loss that may occur or be

sufiered by us including as b the retums on and/or the sale value of the Debentures and shall not

look directly or indirccuy to the Ananger (or to any person acting on its or their behal0 to indemnify orofterwise hold us harmless in respect of any such loss and/or damage. W€ undertake that upon sale

or transGr to subsequent investor or hansferee ('Tremferco'), we shall convey all the tems and

conditions contained herein and in this Inbrmation Memorandum b such Transbree. In the event ofany Transferee (including any intermediab or final holder of tle Debentures) suing the lssuer (or anypenon acting on ib or theh behalD we shall indemnify the lssuer and the Arranger (and all suchpercons acting on ib or their behalD and also hold the lssuer and Ananger and each of such person

harmless in respect of any claim by any Transferee.

Applicant's Signature

FOR OFFICE USE ONLYDATEOF RECEIPT DATE OF CLEARANCE

(Note: Cheque and Drcf'6 arc subjer't to realisation)

*{TEAR HERE)-

Received from

Address

Cheque/Draft/UTR # DEwn on fur

Rs. on ac@unt of apDlication of Debentirre

7'l

/lfqKrrf.If/T{dTI|{m{trt

ANNEXURE 2

ABRIDGED FINANCIAL STATETUIENTS

PART A - ABRIDGED VERSION OF THE AUDITED FINANCIAL STATEMENTS FOR LASTTHREE YEARS ENDING MARCH 31,2014 AND HALF.YEAR ENDED SEPTEMBER 30, 2014

amounfs in lndian

(c) Other Current Assets

72

amounts in Indian Ru

INCOME

Revenue from Operations 243,657,MO t7,102,167 5t,224,560

Other lncome 22,798,246 21,409,002 5,619,434

TOTALINCOME 265,455,686 38,511,169 67,U2,91n

EXPENSE

lnvestment Advisory Fee t8,2O2,35t 26,899,238 30,335,745

Finance Cost 0 0 0

Provisions & Write-offs 44,625,789 20,002,922 30,670,946

Other Expenses 11,159,908 4,696,976 t,356,017

TOTAL EXPENSES 73,9881048 511589,136 62,362,708

PROFIT BEFORETN( L92467,638 1t3,o77,9671 5rffir?86

Income Taxes 5,977,762 4,607,80 24,427,540

73

PART B.ABRIDGED VERSION OF THE AUDITED FINANCIAL STATEMENTSAS ON SEPTEMBER 30, 2014

amounts in Indian

tll,6t8,2Ll

(c) Other Current Assets

(a)Cash and Cash Equivalents

(b) Short-term Loans and Advances

74

75

ANNEXURE 3

PART ARATING LETTER FROi' THE RATING AGENCY

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78

ANNEXURE 3PART B

RATING RATIONALE LETTER FROM THE RATING AGENCY

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fldryltftdt*I ritftGf ts ru$ffi ti il fis|}deFs$ tH*kr8 nwr l[ '1pt*** noarsrrftfw

flm|rrp FglltfFlllf tH8fi$ll t$ {dflipfl#Y $ts hltlrllf tffi€fFnr.tt{d * 'sttf*lr Flnrn$ eriFF,Hr*ed sP[t ftrt n*r f*|r. ffiulrrs by tllr.!$ tlwmth* Im'nd, tupri#u &'fiffi 0f

Itbdrp{*&fid$ilnraldr rpsqr *vrsard nrq fi*lrsi$# grwgsng&Lt&qsdtn aft*r fiff$FXl&sfiilL

itffiffix, eREsAffi**[TCL

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80

{qryryn mnffi,lft{F{ilnltfl* {$diet f W fcssdilnt:*n l@$. Bn#iltltbtF{ ffiffrq{3 -!ryliryq

rflr* Indlrn;l*d*#*mh ttw{#sd hl 3a[snthfffn pu]t$le lqpdE bcfficrt"nffiF {Ed@t;

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mrt*,irEHilrffsns-Th*Wt*l *ffixiffi:t#c ur rq*ftteHd dche{||**&tN'#ffilFsl

Hh?* 3re11, B€FiFfFFhL ?h# eorn*Elt h'x dnsed kr dlbt Fsrso$o rttd: iI srl tftt idetUp of

ftrftfrC itr qqd*y Fort*olb €ompltldf,

Fr*lssffiiff hgf $srfied a,terx d,EH. prs*r,wrl" k$, lf,wiryr l4*P{fi lixruntffi-titrRf' fE}tF l* *xS ZSl}'

utr*tln ft* sftrir$f,; $nr44tors &n :hs fsmpsrry hate recn$Hfrltl{d ttr*ir'*w'!'*l lEriv*rd* $t's

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firsh* rilrr8dlnr*cr, ulrrH bultrrcsftnrfflqr, *tts*ru trcurlryrfd frsd& ilrleHhtfB

UF,III FnH {rier5 F tf}" F€t{od lFfll l to fttnrdl:i}t}, Src eIl$rny trFfi|tl tot* ifHtBl oil

Kls.F$ (Htfr.* fFrli; i*i:f6s ersrrl md mt p|?e of n!.18.6$ u,olt ff1(3!h ntt lodt af Fi.r'??

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'*rr****t**t*+*.{tt ts*rr{#ttlgr$ ttgg**m w'!.h.$r..sior.ildii.ffifr. l$ lx4-+ffim|'-rx*r6"*isle{at|d 'r1'.'

81

ANNEXURE4CONSENT LETTER OF THE DEBENTURE TRUSTEE

ISfiil. Sgn*lea* LtS.,

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t{s, 4e8gflTBLf$}"fl*-t#E€Hrlt'r

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t; Tlrc es*HFt'rr dd cr*f filf, vr**tm SrfiGfihrrr t$rm i$w$W ttlT,*l iff &srr*' 6il[* b€lhfl' *ir op||rilEsf $ttttrU*ln ti8t F|3*rr of d*.rurru*,

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"rr,ei fted

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f #firFtrsr*l Lffi ,f,grufirffi* tEr ost sfcrurti.* |*rd $,ffi fD $ffi csdrr t$a.

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'frsCfrn nt {illd hbrsrpmlideu f3'

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n : w*iffim*.m' cro - drU+,eriut-6liinrrr

82

&*x

lAb *g *$,!rF|i fiG'*idtr*$r €l d*i"nm* i* Insat *r, rfrt}'qft![Intlff gfrfrt(rq'|rllt{tBEhrnF {lccglroff rllurt$ #ffi.*.nt drg {l$*rar|] lr} }a fl|'d rrls E|*pclq*x*|*s*|}sf *rt-s6fi1#*16 :#ffeF&!d.

,,d-T

83

2)

3)

ANNEXURE 5EXCLUSION LIST

The proceeds of the lssue cannot be used for lending in the follo\ ing categorically prohibibd

activities:

1) proiects that involve @nversion or degradation of Cdtlcal Forcst Alba3 or forcst-relabd Grltlcal

Natur.l Habitits.Pojects involving the construc'tion of dams that significantly and irreversibly: (a) disrupt natural

ecosystems upsfeam or downstream of the dam; or (b) albr natural hydmlogy; or (c) inundate

large land areas; or (d) impact biodiversity; or (e) displace large numbeF of inhabitanb (5'000

persons or more); or (0 impact local inhabitants' ability b eam a livelihood.

Production or trade in any produc{ or activity deemed illegal under host country laws or

regulations or inbrnational @nventions and agteemenb or lubject to intemational phase{ub or

bans such as pharnaceuticalsr, pesticides/herbicides2, ozone depleting substancesa,

polychlorinaEd biphenylsa and other hazardous substancess, wildlife or wildlife products r€gulated

under the Convention on Intetnational Trade and En-dangered Species of Wild Fauna and Flora6

and trans-boundary trade in waste or waste producb'.

Projects that require resettlement of 5,000 or more persons.

Projects in or impacting natural World Heritage SiEs htto://www'uneo-

wcmc.oro/orobcted areas/world heribqe/index.htm unless it can be demonsfaEd through an

environmental assessment that the projec,t (i) will not result in the degradation of the protecbd

area and (ii) will produce positive environmental and social benefits.projects in or impacting areas on the United Nations List of National Parks and Protected Areas

http://www.unepwcmc.org/pK,tected_areas/uN_lisuindex.htm unless it can be d€monsbabd

through an environmential assessment that the project (i) will not result in the degradation of the

probcbd area and (ii) will produce positive environmental and social benefib.

Efaction or infrastructure projecb in or impac,ting: probcted area categories l, ll, lll, and M

(Strict Nature Reserve/Vvilderness A]eas and National Parks, Natural Monumenb and Habitau

species Management Areas), as defined by the International union tor the conseNation of

Nature (IUGN). ProjecF in IUCN Categories V (Protected Landscape/Seascape) and V

(Managed Resource Protected Area) must be consistent with IUCN management objectives

http://www.uneo-u,cmc.oro/proEc'bd areas/caboories/eno/index'htm unless it can be

demonstrated through an environmental assessment that the project (i) will not result in the

degradation of the protected area and (ii) will produce positive environmenbl and social ben€fib.

Production of or trade in radioactive mabtialss, including nuclear reac,tors and componenb

thereof.

4)s)

6)

7)

8)

i A lbt of phamaceutical produob 3ubject b phaseouE or ban3 i8 availablo at htb:/irvwrv.who'int

'A llst of ieslicid€E atd h316lclt€s subject io phasBouts or bans [B aveilable at hlh:/wYwv.pic intt A fii ; ih;"h€rbat coqnpounoi that'reaa iith and d€pletE {rabphedc @one togeth€r sith iaqet Eduction and phase'out

daies i! availeblo at h[&:r/Un tr..unop.oEy'ozondtnontrsauaF;rydr6;;Ed bithe-nie alr tkov to-be found in oil-fillsd elecldcal transtume]s, capocih]r, 8nd swilc'rgsar deting fiofll

1950 to '1985.s A lbt of hazardoG dtefiilcals b availsbls at I'rtlp:/\nt'w.plc'inta

^ rL. r- ^rt r'rEc ---^i- i. -v.il.hb .r Ht^.r .!!.iL.a ^mA lbt b of CITES sp3de3 b available at http:/YftnY.cibs.olg

As defn€d by ths Basol Conn€ntion: s6€ htlp;/Ut$v.basal.lntI ns oetneO Oy ttra 6asol conn€ntion: s6€8

This doee not apply to the pujdlas3 of medbal €qulpmsnt qualily conftol (measuFm€r ) any cquipment 6rwlridr OPIC consldo]s lhe radloadiv6 soutcE to be tdvial and ed€quaEly shiskl€d.

u

9) Production ol trade in or use of un-bonded asbestos fiberse.

10) Marine and coastal fishing prac.tices, such as large€cale pelagic drift net fishing and fine mesh

net fuhing, harmful b vulnerable and protected Epecies in large numbers and damaging to

biodiversity and habitats.

11) Piojects involving the use of brced laborio or harmful child laborli.

The proceeds of the lssue cannot be used for lending in the following activities likely to have

significant adverse impact on the environment (taking into account, among other factors, the

sensitivity of the impac'ted ecosystem) or human health or saffiy:

1. Large-scale industrial planb.

2. Large-scaleindustrialestates.

3. Crude oil reftneries and installations for the gasification and liquefaction of 500 tons or morc of

coal or bituminous shale Per day.

4. Major Grcenhouse Gas emitting projecb, defined as projec{s with Dit€ct Grcenhouse Gas

Emlsslons of more than 100,000 (shon) tons (91,000 metric tonnes) of CO2eq per year.

5. Cement manufacturing with an annual production rate of greater than one million dry weight tons'

6. Integrated works fur the initial smelting of cast iron and steel; installations for the production of

non-fenous crude mehls from ore, Concentabs, or secondary raw mabdals by metallulgical'

chemical or electrolytic processes.

7. Insbllations for the extraction of aebesbs and for the processing and hansfurmation of asbesbs

and producG containing asbestos; for asbestosrement prcducts wi$r an annual production of

more than 20,000 bnnes of finished product for friction material wiff| an annual production of

morc than 50 tonnes of finished produc,t; and for other asbesbs utilization of more than 200

bnnes per year.

8. Inbgrabd chemical installations, i.e. trose installations that manufacture, on an industrial scale,

substances using chemical c{rnversion processes in which several unib are juxhposed and arc

functionalty linked to one another and which produce: basic organic chemicals; basic inorganic

chemicals; phosphorcus, nifiogen or potassium based fertilizers (simple or compound fertilizerc):

basic plant health producls and biocides; basic pharmaceutical products using a chemical or

biological prooess; €xplosives.

9. Projects that manufacture, store, transport or dispose hazardous or toxic mabrials.

tO. All projects ftat po€e pobntially serious occupational or health risks.

I Thie does not apply to the purchaso 8nd u3e of bondcd asb€stos o8rnent sh3sting whsrs tho e8b33tos conbnt is l€88 than

N%.t0

Fotc"d l"bo, t""* all $,o* ol selvlc€, not voluntatily perbmed, that b exad6d fiiom an indMdual undet threat of forco or

pgnalty, sudr a3 but not limit€d to Indentur€d lebor, bondad labor, ol sinllar labor-contrading arangoments.fl ^.,:-.---- -----. r,a *.

^a at\ th.r ie .fr|tu errtloitt€roloitstiw, or b likev toChild labor moens the employment of childt€n (pslsons belofl lhe ege ot 18) that

spiritual, moral, otbe hazedous to ot intarb]r Yvith th€ chiH's education, or be hamfulto the child'ssocial &wlopment

85

13.

1 1. Constuc'tion of mobrways, express roads, lines for longdistance railway haffc, and airporis with

a basic runway length of 2,100 meters or more. Construction of na , roads with four or more lanes

or realignment and/or widening of an existing road so as b provide four or more lanes where such

new road, or realigned and/or widened section of road, would be 10 km o. morc in a continuous

length.

12. Pipelines, terminals, and associabd facilities for the larye€cale fansport of gas, oil, andchemicals.

Seaports and also inland waErwa!,s and ports for inland waterway traffic that permit the passage

of vessels of over 1,350 tonnes; trading ports, piers br loading and unloading connected b landand outside porb (excluding ferry piers) that can take vessels of over 1,350 tonnes.

Waste.processing and disposal installations for the incineration, chemical treatment or landfill ofhazardous, bxic or dangerous wastes.

Construction or significant expansion of dams and reservoirs not otherwise prohibibd.

Groundwabr abstraction activities or artificial groundwater recharge schemes in. cases wtrere theannual volume of water to be abstracbd or recharged amounb to 10 million cubic mete6 ormore.

17. Industrial plants for f|e (a) production of pulp from timber or similar fibrous mabrials; or (b)production of paper and boad with a production capacity exceeding 200 airdded metric bnnesper day.

18. Peat extrac{ion.

19. Quanies, mining, or processing of metal ores or coal.

20. Major exploration and development of on€hore oil and gas reserves.

21. Exploration and development of off+hore oil and gas rcsery€s.

22. Installations for sbrage of petroleum, pefochemlcal, or chemical producb with a capacig of200.000 tonnes or more.

Large€cale logging.

La€+scde power transmission.

Municipal wastewabr beatment plants servicing more than 150,000 people.

Municipal solid w€sb-.p|ocessing and disposal facilities.

Large$cale budsm and retail development.

Larye-scale land reclama[on.

15.

16.

23.

24.

25.

26.

27.

28.

86

33.

g.

29. LaEe-scale primary agriculturc/plantations involving intensification or @nversion of previously

undisturb€d land.

30. Planb fur he tanning of hides and skins where the treatnent capacity exceeds 12 bnnes offinished prcducts per day.

31. Installations for the intensive rearing of poultry or pigs witr| more fian: 40,000 places br poultry;

2,000 places for production pigs (over 30 kg); or 750 places for sofls.

32. All prcjects with poEntially major impacts on people or which po€e serious socio€conomic risk,

including but not limited to Physical and Economic Displacement, impacts on Indigenous Peoples

and adverse impacts on Cultural Heritage.

Greenfield housing developments that contain more than 2,500 r€sidential units.

Projects, not categorically prohibited, but located in or sufficiently near sensitive locations ofnational or regional importance which may have apparent environmental impacts on:. Wetlands;. Areas of archaeological signiftcance;. Areas prone to erosion and/or desertification;. Areas of importance to ethnic goupdindigenous peoples;. Primary temperate/boreal For$ts;. Coral reeft:. Mangrove swamps;. Nationally{esignabd seashore areas; and. Managed nesouFa probcted arcas, protected landscape/seascape (lnbmational Union br

fte Conservation of Nature (IUCN) cabgories V and Vl) as deftned by IUCN's Guidelines for

Protected Area Management Cabgories. Additionally, these prcjec{s must meet IUCN's

management objectives and follow the spirit of IUCN definitions.

87

ANNEXURE 6

WORKER RIGHTS REQUIREIIENTS

The lssuer shall:

(a) not take any actions to prevent Workers from lawfully exercising their righb of association and

heir right to organize and batgain collectively;

(b) obso've Applicable Laws relating to a minimum age br employment of children, acceptable

conditions of work with rcspect to minimum wages, hours of work, and occupational health and

safety;

(c) not use forced or compulsory labor, including, but not limited b any form of slavery, debt bondage

or serfdom;

(d) explain, document, and make aveilable in writing and orally to each Worker, information regading

all of their working conditions and terms of employment, including heir entitlement to wages and

any benefits, ptior to he later of (A) thirty (30) days after $e Deemed Dab of Allotment or (B)

each Worker commencing work;

(e) not employ persons, furmally or informally, under the age of eighteen for work involving

hazardous ac'tivity, which is work that, by its nature or the circumstances in which it is canied out,

is likely b harm the health, safety, or morals of those peFons;

(0 not make employment decisions or discriminab with respect to aspects of the employment

relationship on t|e basis of personal characteristiG unrelated to inherent job requiremenb,

including gender, race, religion, nationality, political opinion, or social or ethnic origin;

operat€ in a manner consisbnt with the requirements of the Intemational Finance Corporation's

Performance Standard 2 on Labor and Working Condifons;

with respect b Workers, not take any actions, or oherwise interfere with, coerce or penalize, on

the basis of $e right of association or on the basis of organization and collective bargaining

activities or membership that may result in any form of retaliation, including, but not limited to,

temination, suspension, demotion, blacklisting or transfer of any Wotker by the lssuer, or by an

officer, agent or representative hereof;

not use any pad ofthe Subscription Amount to make a loan (directly or indirecdy) b any bonowel

that uses such proceeds br a project or investment that employs petsons under the age of fifieen

('15) for any furm of labor or under the age of eighben br work involving hazardous labor ac{ivity;

not use any part of lhe Subscription Amount b make a loan (dircclly or indirectly) to any bonower

hat v'tdates applicable labor lalys and regulations, including those relabd to th€ right of

association, organization and collective bargaining, brced labor, child labor, wages, hours of

work, and occupational heal$ and safety:

require each of the lssuefs contractors, with respect to itself submntractors, to

: or colleclive

(s)

(h)

(D

0)

(k)

comply with the foregoing requirements; ptovided, that ]f

88

bargaining agBement, imposes a requirement that is morc protective of worker rights than any of

the foregoing requirements, the lssuer shall, and shall cause such contractor(s) and/ or

subcontracto(s) to, observe such Applicable Law or collective bargaining agreement

(l) give prompt notice to the Investor, in the event that information conceming non-compliance or

potential non-compliance with the provisions of this Annexure ('Wolker Rlghb Non-

Compliance') comes to the attention of the lssuer. The lssuer shall use all reasonable efforts,

including remediation, to cure or to cause the relevant contractor or subcontrac{or to cure, or

prevent th€ recurrence of, any such Worker Rights Non4ompliance;

(m) Notryithstanding the furegoing, not be responsible for any non+ompliance or pobnfal non-

compliance resulting from the actions of a government.

89