disclosure document & private placement offfer cum application letter … · 2021. 3. 5. ·...

No: Addressed to:

DISCLOSURE DOCUMENT & PRIVATE PLACEMENT OFFFER CUM APPLICATION LETTER (PAS 4) AVANSE FINANCIAL SERVICES LIMITED

CIN - U67120MH1992PLC068060 A public company incorporated under the Companies Act, 1956

Date of Incorporation: 7th August 1992 Registered Office: 001 & 002 Fulcrum, A Wing, Ground Floor, Next to Hyatt Regency Hotel, Sahar Road, Andheri (East), Mumbai-400099. Tel. No.: +91 22 6859 9999 Fax No.: 022 6859 9900

Website: www.avanse.com Email: [email protected]

Disclosure Document for issue of Debentures on a private placement basis on December 17, 2019

Background This Disclosure Document is related to the Debentures to be issued by Avanse Financial Services Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Disclosure Document has been authorised by the Issuer through resolutions passed by the shareholders of the Issuer on September 26, 2019 and the Board of Directors of the Issuer on August 12, 2019 and the Memorandum and Articles of Association of the Company. Pursuant to the resolution passed by the Company’s shareholders dated September 26, 2019 in accordance with provisions of the Companies Act, 2013, the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit, for amounts up to INR 15,000,000,000/- (Rupees One Thousand Five Hundred Crores Only). The present issue of NCDs in terms of this Disclosure Document is within the overall powers of the Board as per the above shareholder resolution(s).

General Risks

Investment in debt and debt related securities involve a degree of risk and Investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments and only after reading the information carefully. For taking an investment decision, the Investors must rely on their own examination of the Company and the Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of Investors is invited to the statement of Risk Factors at SECTION 3: of this memorandum of private placement for issue of Debentures on a private placement basis (“Disclosure Document” or “Disclosure Document”). This Disclosure Document has not been submitted, cleared or approved by SEBI.

Issue of 100 (One Hundred) Secured, Rated, Listed, Redeemable, Transferable, Non-

convertible Debentures of face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each,

aggregating Rs. 10,00,00,000/- (Rupees Ten Crores Only) with a Green Shoe option of

1500 (One Thousand and Five Hundred) Debentures aggregating to Rs. 1,50,00,00,000/-

(Rupees One Hundred and Fifty Crores Only) on a private placement basis (the “Issue”).

http://www.avanse.com/

mailto:[email protected]

Issuer’s Absolute Responsibility

The Issuer, having made all reasonable inquiries, confirms and represents that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Issuer is solely responsible for the correctness, adequacy and disclosure of all relevant information herein.

Credit Rating The Debentures proposed to be issued by the Issuer have been rated by CARE Ratings Limited (“CARE”). CARE Ratings Limited has, vide its letter dated December 09, 2019 assigned a rating of “CARE A+ Stable” (pronounced as “CARE A Plus Stable”) in respect of the Debentures. The above ratings are not a recommendation to buy, sell or hold securities and Investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the rating agency and should be evaluated independently of any other ratings. Please refer to Annexure II of this Disclosure Document for the letter dated December 09, 2019 from the CARE assigning the credit ratings abovementioned disclosing the rating rationales adopted for the aforesaid ratings.

Issue Schedule

Issue Opens on: December 17th, 2019 Issue Closing on: December 17th, 2019

Deemed Date of Allotment: December 18th, 2019

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule. The Debentures are proposed to be listed on the wholesale debt market of the BSE Limited (“BSE”).

Debenture Trustee

Catalyst Trusteeship Limited

(Formerly known as GDA Trusteeship Limited)

GDA House, Plot No. 85, Bhusari

Colony (Right), Paud Road, Pune –

411 038

Tel: +91 20 2528 0081

Email: [email protected]

Contact Person: Pallavi Kulkarni


TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONS 4 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 7 SECTION 3: RISK FACTORS 10 SECTION 4: FINANCIAL STATEMENTS 13 SECTION 5: REGULATORY DISCLOSURES 14 SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 55 SECTION 7: TRANSACTION DOCUMENTS AND KEY TERMS 56 SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS 56 SECTION 9: DECLARATION 65 ANNEXURE I: TERM SHEET 66 ANNEXURE II: RATING LETTER & RATING RATIONALE 76 ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 78 ANNEXURE IV: APPLICATION FORM 79 ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS 81 ANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS 82

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SECTION 1: DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure Document.

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to this Issue.

Application Form The form used by the recipient of this Disclosure Document and/or the Private Placement Offer Letter, to apply for subscription to the Debentures, which is annexed to this Disclosure Document and marked as Annexure IV.

Board/Board of Directors The Board of Directors of the Issuer.

Business Day Means a day (other than a Saturday or a Sunday or a Bank holiday) on which banks are open for general business in Mumbai.

CDSL Central Depository Services (India) Limited.

Client Loan Each loan made by the Issuer as a lender, and “Client Loans” shall refer to the aggregate of such loans.

CEO Chief Executive Officer

CFO Chief Financial Officer

CXO L1 to Chief Executive Officer

Debentures / NCDs 100 (One Hundred) Secured Rated Listed Redeemable Non-Convertible Debentures bearing a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, aggregating to Rs. 10,00,00,000/- (Rupees Ten Crores only) with a Green Shoe option of 1500 (One Thousand and Five Hundred) Debentures aggregating to Rs. 1,50,00,00,000/- (Rupees One Hundred and Fifty Crores Only)

Debenture Holders / Investors

The holders of the Debentures issued by the Issuer and shall include the registered transferees of the Debentures from time to time.

Deemed Date of Allotment December 18th, 2019.

Debenture Trustee Catalyst Trusteeship Limited.

Debenture Trustee Agreement

Agreement to be executed by and between the Debenture Trustee and the Company for the purposes of appointment of the Debenture Trustee to act as debenture trustee in connection with the issuance of the Debentures.

Debenture Trust Deed Shall mean the debenture trust cum hypothecation deed executed/to be executed by and between the Debenture Trustee and the Company which will set out the terms upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer.

Demat Refers to dematerialized securities which are securities that are in electronic form, and not in physical form, with the entries noted by the Depository.

Depositories Act The Depositories Act, 1996, as amended from time to time.

Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time.

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Depository Participant / DP A depository participant as defined under the Depositories Act

Director(s) Director(s) of the Issuer.

Disclosure Document / Disclosure Document

This document which sets out the information regarding the Debentures being issued on a private placement basis.

DP ID Depository Participant Identification Number.

Due Date Any date on which the holders of the Debentures are entitled to any payments, whether on maturity or earlier, on exercise of the option to redeem the Debentures prior to the scheduled Maturity Date or acceleration.

EFT Electronic Fund Transfer.

Financial Year/ FY Twelve months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year.

GAAP Generally Accepted Accounting Principles prescribed by the Institute of Chartered Accountants of India from time to time and consistently applied by the Issuer.

IND AS Indian Accounting Standard

Issue Private Placement of the Debentures.

Issue Closing Date December 17th, 2019

Issue Opening Date December 17th, 2019

Issuer/ Company Avanse Financial Services Limited

Majority Debenture Holders

Debenture Holders whose participation or share in the principal amount(s) outstanding with respect to the Debentures aggregate to more than 75% (Seventy Five per cent) of the value of the nominal amount of the Debentures for the time being outstanding.

Material Adverse Effect The effect or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of determination, a material and adverse effect on (i) the financial condition, business or operation of the Issuer; (ii) the ability of the Issuer to perform their obligations under the Transaction Documents; or (iii) the validity or enforceability of any of the Transaction Documents (including the ability of any party to enforce any of its remedies there under).

Maturity Date 16th December 2022, being 36 (Thirty Six) months from the Deemed Date of Allotment, subject to such other date on which the final payment of the principal of the Debentures becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

Mortgage Deed The deed of mortgage entered/to be entered into between the Issuer and the Debenture Trustee, pursuant to which mortgage over Secured Property shall be created by the Issuer in favour of the Debenture Trustee (acting for and on behalf of the Debenture Holders).

Net Assets Net Assets shall mean the total assets on the balance sheet of the Issuer excluding any securitised assets and managed (non-owned) loan portfolio.

N.A. Not Applicable.

NSDL National Securities Depository Limited.

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PAN Permanent Account Number.

Private Placement Offer Letter

Shall mean the offer letter prepared in compliance with Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014.

RBI Reserve Bank of India.

Rating Agency(ies) Credit Analysis & Research Limited, being credit rating agency registered with SEBI pursuant to SEBI (Credit Rating Agencies) Regulations 1999, as amended from time to time.

Record Date The date which will be used for determining the Debenture Holders who shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 15 (Fifteen) calendar days prior to any Due Date.

R&T Agent Registrar and Transfer Agent to the Issue, in this case being Link Intime India Pvt. Ltd.

ROC Registrar of Companies.

Rs. / INR Indian Rupee.

RTGS Real Time Gross Settlement.

SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time).

SEBI Debt Listing Regulations

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

Security The security for the Debentures as specified in Annexure I.

TDS Tax Deducted at Source.

The Companies Act/ the Act

The Companies Act, 1956 or where applicable, the notified provisions of the Companies Act, 2013.

Terms & Conditions Shall mean the terms and conditions pertaining to the Issue as outlined in the Transaction Documents.

Transaction Documents Shall mean the documents executed or to be executed in relation to the issuance of the Debentures as more particularly set out in Annexure I.

WDM Wholesale Debt Market.

Wilful Defaulter Shall mean an Issuer who is categorized as a wilful defaulter by any Bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes an issuer whose director or promoter is categorized as such in accordance with Regulation 2(n) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008.

Net Debt Net Debt would mean the total short term and long term debt including any obligation under or in relation to any put option or shortfall undertaking, any corporate or financial guarantee minus C ash (excluding cash in escrow or being earmarked for specific purpose)

Equity Equity means the paid-up equity share capital, free reserves including any positive or negative balances in the profit and loss account but excluding goodwill and any revaluation reserves minus intangible assets of the Issuer.

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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 2.1 ISSUER’S DISCLAIMER

This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the Debentures to be listed on the WDM segment of BSE Limited is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Disclosure Document does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general. As per the applicable provisions, it is not necessary for a copy of this Disclosure Document to be filed or submitted to the SEBI for its review and/or approval. However, pursuant to the provisions of Section 42 of the Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the copy of this Disclosure Document/Private Placement Offer Letter shall be filed with the ROC and SEBI within the stipulated timelines under the Companies Act. This Disclosure Document has been prepared in conformity with the SEBI Debt Listing Regulations as amended from time to time and the applicable RBI Circulars governing private placements of debentures by NBFCs. This Disclosure Document has been prepared solely to provide general information about the Issuer to the eligible investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not purport to contain all the information that any eligible investor may require. Further, this Disclosure Document has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure Document should not consider such receipt as a recommendation to subscribe to any Debentures. Each potential Investor contemplating subscription to any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential Investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such potential Investor’s particular circumstances. The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Disclosure Document or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. The Issuer certifies that the disclosures made in this Disclosure Document and/or the Private Placement Offer Letter are adequate and in conformity with the SEBI Debt Listing Regulations. Further, the Issuer accepts no responsibility for statements made otherwise than in the Disclosure Document or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Disclosure Document would be doing so at its own risk.

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This Disclosure Document, the Private Placement Offer Letter and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document and/or the Private Placement Offer Letter are intended to be used only by those potential Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. No invitation is being made to any person other than those to whom Application Forms along with this Disclosure Document and the Private Placement Offer Letter being issued have been sent. Any application by a person to whom the Disclosure Document and/or the Private Placement Offer Letter has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Disclosure Document and/or the Private Placement Offer Letter shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to us or other parties in connection with the Issue. This Disclosure Document and/or the Private Placement Offer Letter may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Disclosure Document) without retaining any copies hereof. If any recipient of this Disclosure Document and/or the Private Placement Offer Letter decides not to participate in the Issue, that recipient must promptly return this Disclosure Document and/or the Private Placement Offer Letter and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer. The Issuer does not undertake to update the Disclosure Document and/or the Private Placement Offer Letter to reflect subsequent events after the date of Disclosure Document and/or the Private Placement Offer Letter and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Disclosure Document and/or the Private Placement Offer Letter nor any sale of Debentures made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Disclosure Document and/or the Private Placement Offer Letter does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document and/or the Private Placement Offer Letter in any jurisdiction where such action is required. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions. The Disclosure Document is made available to potential Investors in the Issue on the strict understanding that it is confidential. 2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES As required, a copy of this Disclosure Document has been filed with the BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Disclosure Document to

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the BSE should not in any way be deemed or construed to mean that this Disclosure Document has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document, nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer. 2.3 DISCLAIMER CLAUSE OF SEBI As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Disclosure Document has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly understood that this Disclosure Document should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Disclosure Document. However, the Company undertakes to file this Disclosure Document and/or the Private Placement Offer Letter with SEBI within 30 days from the Deemed Date of Allotment as per the provisions of the Act and the rules thereunder. 2.4 DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to Investors as specified under the clause titled “Eligible Investors” of this Disclosure Document, who shall be/have been identified upfront by the Issuer. This Disclosure Document and/or the Private Placement Offer Letter does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai. This Disclosure Document and/or the Private Placement Offer Letter does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. 2.5 DISCLAIMER IN RESPECT OF RATING AGENCIES Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments. 2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the Allotment to Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money. 2.7 DISCLAIMER IN RESPECT OF RBI The company is having a valid certificate of Registration dated 05.02.2004 issued by Reserve Bank of India under Section 45 IA of the Reserve Bank of India Act, 1934. However, the RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the

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company or for the correctness of any of the statements or representations made or opinions expressed by the company and for repayment of deposits/discharge of liabilities by the company. 2.8 Force Majeure The Company reserves the right to withdraw the offer prior to the earliest closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment or otherwise. In such an event, the Company will refund the application money, if any, along with interest payable on such application money, if any, without assigning any reason.

SECTION 3: RISK FACTORS The following are the risks relating to the Company, the Debentures and the market in general envisaged by the management of the Company. Potential Investors should carefully consider all the risk factors in this Disclosure Document and/or the Private Placement Offer Letter for evaluating the Company and its business and the Debentures before making any investment decision relating to the Debentures. The Company 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 Disclosure Document and/or the Private Placement Offer Letter and reach their own views prior to making any investment decision. 3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER. Potential Investors should be aware that receipt of the principal amount, (i.e. the redemption amount) and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential Investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed. 3.2 THE SECONDARY MARKET FOR DEBENTURES MAY BE ILLIQUID. The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential Investors may have to hold the Debentures until redemption to realize any value. 3.3 CREDIT 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 Issuer, there is a possibility that the Rating Agency may downgrade the rating of the Debentures. In such cases, potential Investors may incur losses on revaluation of their investment or make provisions towards sub-standard/ non-performing investment as per their usual norms. 3.4 CHANGES IN INTEREST RATES MAY AFFECT THE PRICE OF NCDS. All securities where a fixed rate of interest is offered, such as this Issue, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which

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frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the pricing of the Debentures. 3.5 TAX CONSIDERATIONS AND LEGAL CONSIDERATIONS Special tax considerations and legal considerations may apply to certain types of investors. Potential Investors are urged to consult with their own financial, legal, tax and other advisors to determine any financial, legal, tax and other implications of this investment. 3.6 ACCOUNTING CONSIDERATIONS Special accounting considerations may apply to certain types of taxpayers. Potential Investors are urged to consult with their own accounting advisors to determine implications of this investment. 3.7 SECURITY MAYBE INSUFFICIENT TO REDEEM THE DEBENTURES In the event that the Company is unable to meet its payment and other obligations towards Investors under the terms of the Debentures, the Debenture Trustee may enforce the Security as per the terms of security documents, and other related documents. The Investor’s recovery in relation to the Debentures will be subject to (i) the market value of such secured property, (ii) finding willing buyers for the Security at a price sufficient to repay the potential Investors amounts outstanding under the Debentures. The value realised from the enforcement of the Security may be insufficient to redeem the Debentures. 3.8 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER IS SUBJECT COULD IMPAIR

THE ISSUER’S ABILITY TO MEET PAYMENT OR OTHER OBLIGATIONS. The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise. 3.9 LEGALITY OF PURCHASE Potential Investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential Investor with any law, regulation or regulatory policy applicable to it. 3.10 POLITICAL AND ECONOMIC RISK IN INDIA The Issuer operates only within India and, accordingly, all of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could result in a further slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Issuer has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operations and financial condition. 3.11 RISKS RELATED TO THE BUSINESS OF THE ISSUER A. Majority of the loans provided by the Issuer are both secured and unsecured and if the

Issuer is unable to control the level of non-performing loans (“NPAs”) in the future, or if the loan loss reserves are insufficient to cover future loan losses, the financial condition of the Issuer and results of operations may be materially and adversely affected. Non-performing or low credit quality loans can negatively impact its results of operations.

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As at September 30, 2019, the gross NPA was 17.56 Crores on a gross portfolio of Rs. 2784 Crores (including managed / securitized portfolio of Rs. 337 Crores).

The Issuer cannot assure that it will be able to effectively control and reduce the level of the NPAs of its Client Loans. The amount of its reported NPAs may increase in the future as a result of growth of Client Loans, and also due to factors beyond its control, such as over-extended member credit that it is unaware of. If the Issuer is unable to manage its NPAs or adequately recover its loans, the results of its operations will be adversely affected. The Issuer’s current loan loss reserves may not be adequate to cover an increase in the amount of NPAs or any future deterioration in the overall credit quality of the Issuer’s total loan portfolio. As a result, if the quality of the Issuer’s total loan portfolio deteriorates the Issuer may be required to increase the loan loss reserves, which will adversely affect the Issuer’s financial condition and results of operations. The Issuer’s members are poor and, as a result, might be vulnerable if economic conditions worsen or growth rates decelerate in India, or if there are natural disasters such as floods and droughts in areas where the Issuer’s members live. Moreover, there is no precise method for predicting loan and credit losses, and the Issuer cannot assure that the Issuer’s monitoring and risk management procedures will effectively predict such losses or that loan loss reserves will be sufficient to cover actual losses. If the Issuer is unable to control or reduce the level of its NPAs or poor credit quality loans, the Issuer’s financial condition and results of the Issuer’s operations could be materially and adversely affected.

B. Issuer may be required to increase capital ratio or amount of loan loss reserves, which may result in changes to business and accounting practices that would harm business and results of operations. The Issuer is subject to the RBI minimum capital to risk weighted assets ratio regulations. Pursuant to Section 45–IC of the RBI Act, 1934, every NBFC is required to create a reserve fund and transfer thereto a sum not less than 20.0% of its net profit every year, as disclosed in the profit and loss account and before any dividend is declared. The Issuer is also required to maintain a minimum capital adequacy ratio of 15.0% in relation to aggregate risk-weighted assets and risk adjusted assigned loans. The RBI may also in the future require compliance with other financial ratios and standards. Compliance with such regulatory requirements in the future may require alteration of its business and accounting practices or take other actions that could materially harm its business and operating results.

C. Credit risk The issuer is exposed to the risk of default by its borrowers. A strong credit risk management process helps in containing the portfolio quality of the company. Key elements of the credit risk management include a structured and standardised credit approval process supported by a strong ERP system, effective training programs, legal and technical due diligence, monitoring and robust credit risk management strategy at a senior management level.

D. Interest Rate Risk Interest rate risk arises when there is a mismatch in the interest rate profile of assets and liabilities adversely impacting the net interest income. Organization measures interest rate risks by the ‘“maturity gap” method. The maturity gap is a risk measure that tracks the gap between assets and liabilities sensitive to interest rate changes, to assess the impact of interest rate changes on the cost of funds to the Issuer. Considering the volatility of interest

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rates in the market, the Company’s strategy is to realize its borrowings between short term and long term debt as well as floating and fixed rate instruments.

E. Market Risk An Asset Liability Management Committee (ALCO) consisting of senior management of the Issuer under the directions of the Board reviews and approves all market risk policies and recommends the tolerance limits on borrowings, the fixed vs. floating rate exposure on the borrowings, the ALM position of the Company and also fixes the framework of operations for ALCO.

F. Operational Risk Operational Risk is defined as the risk of loss resulting from inadequate or failed internal processes, people, systems, or from external events. The aim of an Operational Risk framework is to identify, assess, control and mitigate operational risk and for effective reporting of risk and emerging risk issues.

G. Regulatory Risk The Company is governed by RBI on requirements related to capital adequacy and provisioning and various other legal and regulatory requirements from concerned authorities. Any change in the regulatory framework could have an impact on the Company

SECTION 4: FINANCIAL STATEMENTS

The audited financial statements of the Issuer for the FY ended 31.03.2019 are set out in Annexure V hereto

14

SECTION 5: REGULATORY DISCLOSURES The Disclosure Document is prepared in accordance with the provisions of SEBI Debt Listing Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI Debt Listing Regulations. 5.1 Documents Submitted to the Exchanges The following documents have been / shall be submitted to the BSE: A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the

allotment of the Debentures; B. Copy of last 3 (Three) years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements; D. Copy of the resolution passed by the shareholders of the Company at the Annual General

Meeting held on September 26, 2019 authorizing the issue/offer of non-convertible debentures by the Company;

E. A resolution dated March 7, 2018 passed by the shareholders of the Company in accordance with the Section 180(1)(a) of the Companies Act, 2013;

F. A resolution of the shareholders of the Company dated March 7, 2018 approving (among others) the current borrowing limits of the Company, in accordance with Section 180(1)(c) of the Companies Act, 2013

G. Copy of the Board/Committee Resolution authorizing the borrowing and list of authorized signatories;

H. Certified true copy of the resolution passed by the Company at the Annual General Meeting held on September 26, 2019 authorising the Company to borrow by way of issue of NCDs, upon such terms as the Board may think fit, upto an aggregate limit of INR 1500 crores/- (Rupees One Thousand Five Hundred Crores Only);

I. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations/acts/rules etc. and the same would be uploaded on the website of the BSE, where the debt securities have been listed, within 5 (Five) working days of execution of the same;

J. Where applicable, an undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, in favour of the trustees to the proposed issue has been obtained; and

K. Any other particulars or documents that the recognized stock exchange may call for as it deems fit.

5.2 Documents Submitted to Debenture Trustee The following documents have been/shall be submitted to the Debenture Trustee in electronic form (soft copy) on or before the allotment of the Debentures: A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the

allotment of the Debentures; B. Copy of last 3 (Three) years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements;

15

D. Latest audited / limited review half yearly consolidated (wherever available) and standalone financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any.

E. An undertaking to the effect that the Issuer would, until the redemption of the debt securities, submit the details mentioned in point (D) above to the Debenture Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 (One Hundred and Eighty) calendar 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 submitted under this clause with all ‘Qualified Institutional Buyers’ and other existing debenture-holders within 2 (two) Business Days of their specific request.

5.3 Name and Address of Registered Office of the Issuer

Name: Avanse Financial Services Limited

Registered Office of Issuer: 001 & 002 Fulcrum, A Wing, Ground Floor, Next to Hyatt Regency Hotel, Sahar Road, Andheri (East), Mumbai-400099

Corporate Office of Issuer: 001 & 002 Fulcrum, A Wing, Ground Floor, Next to Hyatt Regency Hotel, Sahar Road, Andheri (East), Mumbai-400099

Branches The Company operates its business through eleven branches across India viz. Mumbai, Delhi, Chennai, Kolkata, Hyderabad, Pune, Ahmedabad, Bangalore, Raipur, Jaipur & Chandigarh and five sales representative offices viz. Indore, Coimbatore, Vijaywada, Ludhiana and Vishakapatnam.

Company Secretary & Compliance Officer of Issuer:

Mr. Rakesh Dhanuka

CFO of Issuer: Mr Rahul Bhapkar

Arrangers: NA

Registration Number: B-13.01704

Corporate Identification Number:

U67120MH1992PLC068060

Phone No.: +91-22-6859 9999

Fax No: +91 22 6859 9900

Contact Person: Mr Rahul Bhapkar

Email: [email protected]

Website of Issuer: www.avanse.com

Auditors of the Issuer:

M /s Deloitte Haskins and Sells LLP Address: Tower 3, 27th - 32nd Floor, Indiabulls Finance Center, Senapati Bapat Marg, Elphinstone (W) Mumbai – 400013

Trustee to the Issue:

Catalyst Trusteeship Limited (Formerly known as GDA Trusteeship Limited), GDA House, Plot No. 85, Bhusari Colony (Right), Paud Road, Pune – 411 038

Registrar to the Issue: Link Intime India Pvt. Ltd C 101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400 083

Credit Rating Agency of the Issue:

Credit Analysis & Research Limited 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022


16

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

A. Overview: Avanse Financial Services Ltd. (“Avanse” or the “Company”) is a Systemically Important Non-Deposit accepting NBFC regulated by RBI and we have started our business operations from the month of January 2013. We are a subsidiary of Olive Vine Investment Ltd, an affiliate of private equity funds managed by Warburg Pincus LLC, one of the global leading private equity firm. Our vision – To be India’s Leading Customer Centric Digitally Agile NBFC focused on Profitable Growth with Leadership position in Education Financing. Background Avanse Financial Services Limited is a new age, education-focused NBFC on a mission to provide seamless and affordable education financing for every deserving Indian student. Established in 2013, Avanse is on a journey to strengthen its leadership position in Education Lending by creating solutions for individuals (Education Loans) and Indian institutions (Education Institution Financing). The Company commenced its operations in January 2013 and as of 30th September 2019 the company’s outstanding AUM is ~Rs. 2784 crores. The Company is operating out of sixteen locations across the country. As of 30th September 2019, Olive Vine Investment Ltd (an affiliate of Warburg Pincus) holds 80% equity in Avanse and balance 20% of the equity stake is held by International Finance Corporation (IFC), an arm of the World Bank. The Company is managed by eminent personalities from the fields of Finance, Banking, Law and Retail. Brief particulars of the management of the company

a) Mr. Amit Gainda, Chief Executive Officer

He holds a degree in Finance Management from IMT Ghaziabad and a Marketing and Finance post graduate diploma from IMI, Delhi. He has also done an Executive Education program in General Management from INSEAD, Singapore and Finance. He has over two decades of experience in the banking and financial services industry. He has been associated with Avanse since April 1, 2017. Prior to joining Avanse, he was working with Dewan Housing Finance Corporation Limited as the President of its Small and Medium Enterprises & Mortgage Loan Business. b) Mr. Rahul Bhapkar, Chief Financial Officer

He is a Chartered Accountant and has done MBA. He has experience of over 12 years in the Finance sector. He has been associated with Avanse since April 1, 2017. Prior to joining Avanse, he was working with Wadhawan Global Capital Private Limited as its Vice President of its Strategy department. Important Recent Highlights:

Avanse is a systemically important non Deposit taking NBFC as per RBI regulations.

CARE has awarded A+ Stable Rating for Long Term Banking facilities of the company.

IFC, a member of the World Bank Group, invested equity in Avanse Financial Services to expand its ability to provide loans to Indian students pursuing higher education in India and overseas, improving access to quality education.

17

Avanse successfully completed country’s 1st Education loan securitization deal in FY 17-18. B. Corporate Structure/Organization Structure

C. Key Operational and Financial Parameters for the last 3 audited years on a consolidated basis (wherever available) else on a standalone basis. As per IGAAP In Rs. Cr.

Parameters Audited Audited Audited

31-Mar-17 31-Mar-18 31-Mar-19

Net Worth 140.25 484.99 574.32

Total Debt 895.00 1,851.26 2,346.49

Of which – Non Current Maturities of

- Long Term Borrowing 742.63 1,348.87 1,623.52

- Short Term Borrowing 84.37 339.71 309.53

- Current Maturities of Long Term Borrowing 68.00 162.67 413.44

Net Fixed Assets 1.49 2.47 12.09

Non Current Assets 9.93 53.84 139.30

Cash and Cash equivalents 64.76 238.82 168.53

Current Investments - - 50.00

Current Assets 2.81 9.74 7.86

Current Liabilities 25.98 54.43 125.63

Assets Under Management 982.25 2,085.81 2,668.67

Off balance sheet assets - - -

18

Interest Income 96.69 189.54 386.20

Interest Expense 64.96 119.43 231.22

Provisioning & write Offs 2.21 8.32 8.23

PAT 5.60 10.25 24.31

Gross NPA (%) 0.29 0.10 0.18

Net NPA (%) 0.25 0.07 0.14

Capital Ratio (%) 16.50 25.71 21.97

Tier I Capital Adequacy Ratio (%) 13.63 21.73 18.90

Tier II Capital Adequacy Ratio (%) 2.87 3.98 3.07 As per IndAS

(Rs in Crs)

Parameters (as per IND AS Accounts) FY 2018-19 FY 2017-18

For Financial Entities

Networth 577.78 485.56

Total Debt - Debt securities 467.95 507.67

- Borrowings (other than debt securities) 1,869.69 1,335.44

Net fixed assets 12.09 2.47

Cash and cash equivalents 143.48 238.82

Loans 2,940.07 2,211.01

Other assets 10.34 10.09

Off balance sheet assets - -

Interest income 405.06 200.06

Interest expense 240.15 120.63

Impairment on financial instruments 6.80 4.58

PAT 27.27 11.86

Gross NPA (%) 0.18 0.10

Net NPA (%) 0.14 0.07

Capital Ratio (%) 21.97 25.71

Tier I Capital Adequacy Ratio (%) 18.90 21.73

Tier II Capital Adequacy Ratio (%) 3.07 3.98

D. Gross Debt: Equity Ratio of the Company: (As of September 30, 2019):

Before the issue of debt securities (as on September 30, 2019)

2.39x

After the issue of debt securities (as on September 30, 2019)

2.40x (considering 10 crs NCD issuance)

After the issue of debt securities (as on September 30, 2019)

2.40x (considering 10 crs NCD issuance and 150 crs Green Shoe option)

Calculations Before the issue, debt-to-equity ratio is calculated as follows: -

Debt – INR crores 2094.44 crores

19

Equity – INR crores 875.28 crores

Debt/Equity 2.39 x

Subsequent to the issue, debt-to-equity ratio shall be calculated as follows: -



Debt/Equity 2.40 x

Subsequent to the issue, debt-to-equity ratio shall be calculated as follows (Including Green Shoe option) -



Debt/Equity 2.58 x

Note: Debt Includes Subordinated Debt

E. Project cost and means of financing, in case of funding new projects: N.A.

5.5 A Brief history of Issuer since its incorporation giving details of its following activities:

A. Details of Share Capital as on last quarter end i.e. September 30, 2019:

Share Capital Rs

Authorized Share Capital 100,000,000 (60,000,000) Equity Shares of Rs.10 each

1,000,000,000

Issued, Subscribed and Paid-up Share Capital 8,25,91,861 (6,28,55,019) Equity Shares of Rs.10 each

82,59,18,610

B. Changes in its capital structure as on last quarter end i.e. September 30, 2019, for the last

five years:

Date of Change (EGM) Rs. Particulars

07th March 2018 100.00 crs Authorised share capital has increased from Rs. 60,00,00,000 divided into 6,00,00,000 equity shares of Rs. 10 each to Rs. 100,00,00,000 divided into 10,00,00,000 equity shared of Rs. 10 each

C. Equity Share Capital History of the Company as on September 30, 2019, for the last five

years:

Date of Allotment

Name of Investor/ Shareholder

No of Equity Shares

Face Value ( in Rs )

Issue Price ( in Rs )

Consideration

Nature of Allotment

No of Equity Shares

Equity Share Capital ( Rs in Crores)

Equity Share Premium ( Rs in Crores)

Jul-2012 Existing capital of the company

5,10,000 0.51

20

23-01-2013 Dewan Housing Finance Corporation Ltd.

14,26,471 10 34 34 Preferential allotment

19,36,471 1.94 3.42

23-01-2013 Shri KapilWadhawan


21,78,686 2.18 4.00

23-01-2013 Shri DheerajWadhawan


24,20,901 2.42 4.59

23-01-2013 Wadhawan Holdings Pvt. Ltd.


28,13,058 2.81 5.53

23-01-2013 Wadhawan Consolidated Holdings Pvt. Ltd.


31,30,244 3.13 6.29

23-01-2013 Wadhawan Retail Ventures Pvt. Ltd.


34,51,178 3.45 7.06

18-07-2013 Shri KapilWadhawan


39,90,339 3.99 8.62

18-07-2013 Shri DheerajWadhawan


45,29,500 4.53 10.19

18-07-2013 Wadhawan Holdings Pvt. Ltd.


54,02,427 5.4 12.72



61,08,471 6.11 14.76



68,22,858 6.82 16.84

18-07-2013 Dewan Housing Finance Corporation Ltd.- DP


1,30,76,920

13.08 34.97

18-07-2013 International Finance Corporati


1,63,46,150

16.35 44.45

21

on-DP

30-03-2015 Dewan Housing Finance Corporation Ltd

42,69,639 10 46 46 Rights Issue

2,06,15,789

20.62 59.82

30-03-2015 Wadhawan Global Capital Private Limited

44,73,461 10 46 46 Rights Issue

2,50,89,250

25.09 75.93

30-03-2015 Wadhawan Holdings Pvt Ltd

43,670 10 46 46 Rights Issue

2,51,32,920

25.13 76.09


24,063 10 46 46 Rights Issue

2,51,56,983

25.16 76.17


24,063 10 46 46 Rights Issue

2,51,81,046

25.18 76.26

30-03-2015 Shri Kapil Wadhawan

12,936 10 46 46 Rights Issue

2,51,93,982

25.19 76.31

30-03-2015 Shri Dheeraj Wadhawan

12,936 10 46 46 Rights Issue

2,52,06,918

25.21 76.35

30-03-2015 Mr. Sonpal Jain

132 10 46 46 Rights Issue

2,52,07,050

25.21 76.35

30-03-2015 Mr. Mohit Chaturvedi


2,52,07,182

25.21 76.35

30-03-2015 Mr. Ajay Vazirani


2,52,07,314

25.21 76.35

29.03.2016 Wadhawan Global Capital Private Limited

45,95,677 10 50 50 Rights Issue

2,98,02,991

29.80 94.73

29.03.2016 International Finance Corporation

33,64,272 10 50 50 Rights Issue

3,31,67,263

33.16 108.19

29.03.2016 Sonpal Jain


3,31,67,336

33.16 108.19

29.03.2016 Mohit Chaturve


3,31,67,409

33.16 108.19

22

di

29.03.2016 Ajay Vazirani


3,31,67,482

33.16 108.19

29.03.2016 Hemant Bhatia


3,31,67,513

33.16 108.19

12.07.2017 DHFL 42,75,420 10 64 64 Rights Issue

3,74,42,933

37.44 131.27

12.07.2017 Wadhawan Global Capital Private Limited

50,25,155 10 64 64 Rights Issue

4,24,68,088

42.47 158.4


23,25,145 10 64 64 Rights Issue

4,47,93,233

44.79 170.95

31.03.2018 Wadhawan Global Capital Limited

1,16,71,651

10 180 180 Rights Issue

5,64,64,884

56.46 369.35

31.03.2018 Dewan Housing Finance Corporation Limited

27,77,777 10 180 180 Rights Issue

5,92,42,661

59.42 416.57


36,12,358 10 180 180 Preferential Issue

6,28,55,019

62.85 477.97

30.07.2019 Olive Vine Investment Ltd

1,57,89,474

10 152 152 Preferential Issue

7,86,44,493

78.64 702.17


39,47,368 10 152 152 Preferential Issue

8,25,91,861

82.59 56.05

D. Details of any Acquisition or Amalgamation in the last 1 (one) year: NIL

E. Details of any Reorganization or Reconstruction in the last 1 (one) year NIL

5.6 Details of the shareholding of the Company as on the September 30, 2019:

A. Shareholding pattern of the Company as on September 30, 2019:

Shareholding pattern of Avanse as on 30th September, 2019

Sr. No. Name of Shareholder No. of Shares % Shareholding

No. Of shares in Demat form

1 Olive Vine Investment Ltd (an affiliate of Warburg Pincus)

6,60,73,483 80.00 6,60,73,483

23

2 International Finance Corporation

1,65,18,373 20.00 1,65,18,373

3 Mr. Amit Gainda* 1 00.00 1

4 Mr. Rahul Bhapkar* 1 00.00 1

5 Mr. Samir Kumar Mohanty* 1 00.00 1

6 Mr. Amit Yadav* 1 00.00 1

7 Mr. Smitesh Shah* 1 00.00 1 Total 8,25,91,861 100.00% 8,25,91,861

*Nominee Shareholder of Olive Vine Investment Ltd

Notes: Details of Shares pledged or encumbered by the promoters (if any): Nil

B. List of top 10 holders of equity shares of the Company as on September 30, 2019:

Sr. No. Name of Shareholder No. Of Shares

held

No of Shares in

demat form %

1 Olive Vine Investment Ltd (an affiliate of Warburg Pincus)

6,60,73,483 6,60,73,483

80.00

2 International Finance Corporation 1,65,18,373 1,65,18,373 20.00

3 Mr. Amit Gainda 1 1 00.00

4 Mr. Rahul Bhapkar 1 1 00.00

5 Mr. Samir Kumar Mohanty 1 1 00.00

6 Mr. Amit Yadav 1 1 00.00

7 Mr. Smitesh Shah 1 1 00.00

Total 8,25,91,861 8,25,91,861 100.00

5.7 Following details regarding the directors of the Company:

A. Details of current directors of the Company:

This table sets out the details regarding the Company’s Board of Directors as on September 30, 2019

Name of the Director

Designation Age DIN PAN Address

Director of the

Company since

Details of other Directorship

Ms. Savita Mahajan

Independent Director

60 06492679 AAQPM7001H 89, Villa Greens, Gandipet Hyderabad – 500 075 Telangana

01.12.2018 AUROBINDO PHARMA LTD

INSTILLMOTION CONSULTING PRIVATE LIMITED

BHAGIRATH

24

RESURGENCE PRIVATE LIMITED

Mr. Neeraj Swaroop


61 00061170 ABJPS9765Q

1104, Signia Isles, G Block,

Near Dhirubhai International

School, Bandra Kurla Complex,

Bandra East, Mumbai - 400051

30.07.2019

PNB Metlife India Insurance Company Limited

Small Business Fincredit India Private Limited

Ms. Vijayalakshmi Iyer


64

0524960

AAAHPI7741P

1402, Barberry Towers, Nahar Amrut Shakti, Chandivilli, Powai, Andheri East, Mumbai - 400 072

30.07.2019

Magma Fincorp Limited

Aditya Birla Capital Limited

ICICI Securities Limited

Religare Enterprises Ltd

L & T Infrastructure Development Projects Ltd

Aditya Birla ARC Ltd

Arihant Superstructure Ltd

BFSI Sector Skill Council of India

Axis Mutual Fund Trustee Limited.

25

Mr. Narendra Ostawal

Non-executive Director

42

06530414

AADPO9336J

B-4101, 41st floor, One Avighna Park, Mahadeo Palav Marg, Curry Road, Parel, Mumbai - 400012

30.07.2019

Warburg Pincus India Private Limited

Laurus Labs Limited

D B Power Limited

DB Power (Madhya Pradesh) Limited

Diliigent Power Private Limited

Decore Thermal Power Private Limited

Computer Age Management Services Private Limited

Fusion Micro Finance Private Limited

Carmel Point Investments India Private Limited

AU Small Finance Bank Limited

IndiaFirst Life

Insurance Company Limited

# List of other companies in which [_] holds office of Director:

B. Details of change in directors since last three years as on September 30, 2019:

26

Name & Designation DIN Date of

Appointment/ Resignation

Director of the Company since (in

case of resignation) Remarks

Mr. Ashok Malik, Independent Director

07075819 24.07.2017 15.07.2016 Resigned

Ms. Aruna Wadhawan, Non-executive Director

00103372 30.03.2018 03.03.2016 Resigned

Ms. Savita Mahajan, Independent Director

06492679 01.12.2018 -- Appointment

Mr. Kapil Wadhawan, Non-executive Director

00028528 31.07.2019 23.07.2012 Resigned

Mr. Suresh Mahalingam, Non-executive Director

01781730 31.07.2019 19.10.2015 Resigned

Mr. Mahendra K Chouhan, Independent Director

00187253 31.07.2019 23.07.2012 Resigned

Mr. Suresh Kumar Jain, Independent Director

05103064 31.07.2019 12.01.2017 Resigned

Mr. Neeraj Swaroop, Independent Director

00061170 30.07.2019 -- Appointment

Ms. Vijayalakshmi Iyer, Independent Director

05242960 30.07.2019 -- Appointment

Mr. Narendra Ostawal, Non-executive Director

06530414 30.07.2019 -- Appointment

C. *Company to disclose name of the current directors who are appearing in the RBI defaulter

list and/or ECGC default list, if any: None 5.8 Following details regarding the auditors of the Company:

A. Details of the auditor of the Company:

B. Details of change in auditors since last three years: M/s T R Chadha & Co. LLP (one of the

Joint Statutory Auditors) has resigned as Statutory Auditors of the Company w.e.f. November 1, 2019.

5.9 Details of borrowings of the Company, as on latest quarter end i.e. September 30, 2019: A. Details of Secured Loan Facilities as on September 30, 2019:

Lender’s Name

Type of Facility

Amt. Sanctioned

(Rs. Cr.)

Principal Amt. Outstanding (Rs. Cr.)

Repayment Date / Schedule Security

Axis Bank Term Loan 50 50

Repayment Schedule in 20 Equal Quarterly Instalments starting

Receivables and current assets

Name Address Auditor

Since

Deloitte Haskins and Sells LLP Chartered Accountants

Tower 3, 27th - 32nd Floor, Indiabulls Finance Center Senapati Bapat Marg, Elphinstone (W) Mumbai – 400013

12th

September,

2018

27

immediately after 3 months from the date of first disbursement.

Axis Bank CC Limit 20 20 On demand


Bank of India Term Loan 1 25 11.25

Term Loan is repayable in 20 Equal quarterly installments of Rs. 1.25 Crs commencing after moratorium period of 2 years from the date of first disbursement.


Bank of India Term Loan 3 50 50



Bank of Maharashtra Term Loan-1 25 12.5



Bank of Maharashtra Term Loan-2 50 35









Indusind Bank Term Loan 2 20 11.25

Repayment in 16 Quarterly instalment

Receivables and current

28

commencing after 12 months from first disbursement

assets

Indian Bank Term Loan 50 47.5

Term Loan is repayable in 20 quarterly instalments of Rs. 2.5 Crores which will start by end of 1st quarter after moratorium of 2 years


Karur Vysya Bank Term Loan 50 50

Repayment to be made in 20 Equal Quarterly Installments of Rs. 2.50 crores each after Moratorium of 2 years. First Installment to commence at the end of 27th month from the date of first drawdown.


Lakshmi Vilas Bank Term Loan 20 20

Repayable in 20 equal quarterly installments after an initial holiday period of 24 months from the date of first drawdown. First installment shall fall due at the end of 27th month from the date of first drawdown. Door to Door tenor of the loan will be 7 years.


State Bank of India Term Loan 1 50 25

Term Loan is repayable in 20 quarterly instalments of Rs. 2.5 Crores which will start by end of 1st quarter after moratorium of 2 years from date of 1st disbursement.


State Bank of India Term Loan 2 50 40

Term Loan is repayable in 20 quarterly instalments of Rs. 2.5 Crores which will start by end of 1st quarter after moratorium of 2 years from date of 1st disbursement.


29

State Bank of India Term Loan 3 100 86.36

Repayment in 22 (twenty two) quarterly instalments of 4,54,54,545/- (rupees four crore fifty four lakhs fifty four thousand five hundred and forty five only) each which will start by end of 1st quarter after moratorium of 18 months from the date of first drawdown.


State Bank of India

(Earlier State Bank of

Hyderabad) Term Loan 4 25 17.5

Term Loan is repayable in 20 quarterly instalments of Rs.1,25,00,000 (One crore twenty five lakhs) each after moratorium period from the date of First Disbursement.


South Indian Bank Term Loan-1 25 10.5

Term Loan is repayable in 20 quarterly instalments of Rs.1,25,00,000 (One crore twenty five lakhs) each commencing after initial holiday period of two years from the date of final disbursement.



Term Loan is repayable in 20 quarterly instalments of Rs.1,25,00,000 (One crore twenty five lakhs) each commencing after initial holiday period of 24 months after initial draw down





30

South Indian Bank Term Loan-4 25 25



Syndicate Bank Term Loan-1 50 35

Repayment in 20 (twenty) quarterly instalments of 2,50,00,000/- (rupees two crore fifty lakhs only) each which will start by end of 1st quarter after moratorium of 2 years from the date of first drawdown.


Syndicate Bank Term Loan-2 50 50

Repayment in 20 (twenty) quarterly instalments of 2,50,00,000/- (rupees two crore fifty lakhs only) each which will start by end of 1st quarter after moratorium of 2 years from the date of first drawdown.


Union Bank of India Term Loan-1 25 10

7 year loan including initial moratorium period of two years. Repayment to start by end of first quarter after moratorium, through equal quarterly installments.


Union Bank of India

Term Loan – 2 21 14.7



Union Bank of India

Term Loan – 3 25 18.75

7 year loan including initial moratorium period of two years. Repayment to start by


31

end of first quarter after moratorium, through equal quarterly installments.

Union Bank of India

Term Loan – 4 25 23.75



Union Bank of India

Term Loan – 5 25 25



Union Bank of India

Term Loan – 6 100 100



Bank of Baroda (Earlier

Vijaya Bank) Term Loan 1 25 12.5

Principal to be repaid in 20 equal installments commencing after moratorium of 2 years reckoned from the date of first disbursement. (Door to Door tenor of 7 years). The interest to be paid as and when debited


Bank of Baroda (earlier

Vijaya Bank Term Loan 2 25 21.25

Principal to be repaid in 20 equal installments commencing after moratorium of 2 years reckoned from the date of first disbursement. (Door to Door tenor of 7 years). The interest to be paid as and when debited


HDFC Bank Term Loan 1 15 6.71

Principal to be repaid in 21 quarterly instalment

Receivables and current

32

from the end of 24th month from the date of 1st drawdown.

assets

HDFC Bank Term Loan 2 25 12.5

In 20 equal quarterly installments without any moratorium. The repayment to start from the end of 3rd month from the date of 1st drawdown.


Bank of Baroda Term Loan-1 50 25

Principal to be repaid in 20 quarterly instalments of Rs. 2.50 crs each. Repayment to start by end of the 1st quarter from the date of 1st disbursement (Door to Door tenor of 5 years).


Bank of Baroda Term Loan-2 100 74.94

Door to Door Tenor -84- months. Repayable in 28 equal quarterly installments. Repayment to start from end of the 1st quarter from the date of 1st disbursement.


Aditya Birla Finance Limited Term Loan 75 75

Principal to be repaid in 5 annual installments commencing after moratorium of 3 years reckoned from the date of first disbursement. (Door to Door tenor of 7 years).


UCO Bank Term Loan 50 50

Door to Door tenor of 7 years. Repayable in 20 equal quarterly installments after initial holiday period of 2 years.


Indian Overseas

Bank Term Loan 50 50

Door to Door tenor of 7 years. Repayable in 20 equal quarterly installments of Rs. 2.50 cr after initial moratorium period of 2 years from 1st date of disbursement.


33

Shinhan Bank Term Loan 25 14.58

Door to Door tenor of 3 years. Repayable in 12 equal quarterly installments of Rs. 2,08,33,334 commencing at the end of 3 months from the date of disbursement.


Hinduja Leyland Finance Term Loan 50 40.38

60 Equal monthly Instalments.


NABARD Term Loan 314 105

Door to Door tenor of 5 years. Repayable in half yearly installments


Equitas Small

finance Bank Term Loan 50 50

Door to Door tenor of 5 years. Repayable in equal half yearly installments


Total 1960 1464.42

B. Details of Unsecured Loan Facilities as on September 30, 2019:

Inter Corporate Deposit of Rs.175 crores.

C. Details of Non-Convertible Debentures as on September 30, 2019:

ISIN No.

Debenture Series

Amount in Crs

Tenor/

Period of

Maturity

Coupon

Allotment

Date

Redemption Date

Credit

Rating

Secured/

Unseucred

Security

INE087P07022

NCD 001 25 120

10.10%

31-Jul-15 31-Jul-25

BWR A+/ CARE A+

Secured Hypothecation of

Receivables & current assets and Mortgage

of land parcel

INE087P07030

NCD 002 10 84

10.05%

07-Aug-15

08-Aug-22

BWR A+/ CARE A+

Secured Hypothecation of Receivables & current assets and Mortgage of land parcel

34

INE087P07048

NCD 003 15 120

10.10%

07-Aug-15

07-Aug-25

BWR A+/ CARE A+


INE087P07055

Series 2 Tranche 1 10 60

9.55%

26-Oct-15

26-Oct-20

BWR A+/ CARE A+


INE087P07063

Series 2 Tranche 2 10 84

9.65%

26-Feb-16

26-Feb-23

BWR A+/ CARE A+


INE087P07089

NCD Series 4 Tranche 1 25 36

8.65%

03-Nov-17

02-Nov-20

BWR A+/ CARE A+


INE087P07105

NCD Series 6 250 36

10.10%

12-07-2018 12-Jul-21

CARE A+


INE087P08012

Sub Debt

Series 1 25 96 10.50

% 16-

Mar-16 16-Mar-

24

BWR A+/ CARE A

Unsecured

N.A.

INE087P08020

Sub Debt

Series 2 25 120 9.50

% 30-Jun-

17 30-Jun-

27

BWR A+/ CARE A

Unsecured

N.A.

INE087P08038

Sub Debt 25 120

9.35%

27-Dec-17

27-Dec-27

BWR A+/

Unsecured

N.A.

35

series 3 CARE A

D. List of Top 10 Debenture Holders (as on October 31, 2019)

SRL NO

Secured Debenture Holders Amount (Rs crs)

1 UTI- ULTRA SHORT TERM FUND 235.00

2 HVPNL EMPLOYEES PENSION FUND TRUST 21.0

3 ARKA FINCAP LIMITED 20.00


5 UTI - MEDIUM TERM FUND 15.00

6 EIL EMPLOYEES PROVIDENT FUND 12.0


8 A P S R T C EMPLOYEES PROVIDENT FUND TRUST 10.00

9 MTNL - GRATUITY TRUST 10.00

10 APSRTC EMPLOYEES PROVIDENT FUND TRUST 10.00

Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures issues)

E. The amount of corporate guarantee issued by the Issuer along with name of the

counterparty (like name of the subsidiary, JV entity, group-company, etc) on behalf of whom it has been issued. (if any) NIL

F. Details of Commercial Paper: Nil as of 30th September 2019

G. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Debentures / Preference Shares) as on September 30, 2019: NIL H. Details of all default/s and/or delay in payments of interest and principal of any kind of

term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years: NIL

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

5.10 Details of Promoters of the Company:

A. Details of Promoter Holding in Company as on latest quarter end, i.e. September 30, 2019:

36

Sr. No. Name of the Shareholders

Total No. of Equity Shares

No of shares in Demat

Form

Total Shareholding as % of total No of Equity

Shares

No of Shares Pledged

% of Shares pledged with

respect to shares owned

1 Olive Vine Investment Ltd

6,60,73,488 6,60,73,488 80.00 NIL NIL

Total 6,60,73,488 6,60,73,488 80.00 NIL NIL

5.11 Abridged version of the Audited Consolidated and Standalone Financial Information (like

Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any.

As per IGAAP In Rs. Cr.

Profit and Loss Statement (INR Crores)

31.03.2017 31.03.2018 31.03.2019 30.09.2019

Audited Audited Audited Unaudited

Interest Income 96.69 189.54 386.20 186.84

Less: Interest Expenses 64.96 119.43 231.22 112.78

Net Interest Income 31.73 70.11 154.98 74.06

Other Income 15.40 25.40 33.11 15.18

Total Income 47.13 95.52 188.09 89.24

Operating Expenses 38.67 70.86 138.89 79.94

Provisions & Write Offs 2.21 8.32 8.23 1.67

Operating Profit/(Loss) 6.25 16.34 40.98 7.63

Depreciation 0.53 0.82 4.04 3.10

Profit Before Tax 5.72 15.52 36.94 4.53

Provisions for tax 0.12 5.28 12.63 3.57

Profit After Tax 5.60 10.25 24.31 0.96

Balance Sheet (INR Crores) 31.03.2017 31.03.2018 31.03.2019 30.09.2019

Equity capital 33.17 59.24 62.86 82.59

Reserve & Surplus 107.08 425.75 511.47 792.69

TNW ( A) 140.25 484.99 574.32 875.28

Total Debt 895.00 1,851.26 2,346.49 2,094.30

Current Liabilities+ Provisions 25.59 53.90 124.67 127.26

Total Outside Liabilities ( B ) 920.59 1,905.16 2,471.16 2,221.56

Total Liabilities ( A + B ) 1,060.84 2,390.15 3,045.48 3,096.84

Fixed assets (Net) 1.11 1.49 3.10 7.59

Investments - 8.68 62.92 12.92

Gross Advances 982.25 2,085.81 2,668.67 2,438.35

Less : Loan Loss Reserve 0.39 0.53 0.96 2.36

Net Loan Outstanding 981.85 2,085.28 2,667.71 2,435.98

Cash / Liquid Investments 64.76 238.82 168.53 438.09

37

Non Current assets 8.54 41.34 119.04 162.85

Other current assets 2.81 9.74 7.86 25.76

Deferred Tax Assets 1.39 3.82 7.33 6.12

Intangible Assets 0.38 0.98 9.00 7.53

Other Long Term Assets - - - -

Total Assets 1,060.84 2,390.15 3,045.48 3,096.84

Particulars

For

the

period

ended

Sept

30,2019

For

the year

ended

March

31,2019

For

the

year

ended

Marc

h

31,20

18

For

the

year

ended

March

31,201

7

Amt.

in Crs

Amt.

in Crs

Amt.

in Crs

Amt.

in Crs

1 CASH FLOW FROM OPERATING

ACTIVITIES

Profit/(Loss) before taxation 4.53 36.94 15.52 5.72

Adjustments to reconcile loss before tax to cash

provided by operating activities

Depreciation from continuing operations 3.10 4.04 0.82 0.53

Provision for standard assets (0.25) 7.52 8.18 1.85

Provision for Non Performing assets 1.40 0.43 0.14 0.37

Provision for expenses 14.77 10.13 3.91 0.99

Profit on sale of investments (1.83) (5.36) (2.60) (3.54)

Loss on sale of fixed assets - - - 0.01

Excess provision written back (0.41) - (0.45) (0.05)

Interest accrued but not due on borrowings 32.73 42.13 9.78 3.47

Interest accrued but not due on loans and advances 36.27 71.96 23.14 2.27

Operating Profit before working capital changes 90.30 167.78 58.45 11.61

Movement in working capital :

Decrease / (Increase) in long term loans and

advances 234.76 (890.82)

(957.4

0)

(436.0

5)

Decrease / (Increase) in short term loans and

advances (15.39) 229.66

(183.6

0) (25.74)

(Decrease) / Increase in short term borrowings (79.56) (31.68) 255.3

4 84.37

(Decrease) / Increase in Long term borrowings (172.64) 688.09 606.2

5 277.00

Decrease / (Increase) in Other Current Assets (38.78) (70.60) (25.56

) (0.51)

Decrease / (Increase) in Other Non Current Assets - (2.37) (4.34) -

Increase / (Decrease) in Trade Payables (3.12) 3.87 (0.95) 0.72

Increase / (Decrease) in Other Long Term Liabilities 10.38 15.97 3.09 3.97

38

Increase / (Decrease) in Long Term Provisions (1.31) (15.56) (9.22) 0.85

Increase / (Decrease) in Short Term Provisions 0.88 1.76 (0.12) 0.09

Increase / (Decrease) in Other current liabilities (53.43) (172.38) 101.0

6 49.43

Cash generated from operations during the year (27.90) (76.26) (157.0

1) (34.25)

Taxes paid 1.75 3.50 4.46 0.98

Net Cash Flow from Operating Activities (26.15) (72.76) (152.5

5) (33.27)

2 CASH FLOW FROM INVESTING

ACTIVITIES

Purchase of Fixed assets (6.12) (13.66) (1.81) (1.17)

Purchase of current investments (847.00) (2,149.7

5)

(1,734

.93)

(908.2

4)

Redemption of current investments 722.80 2,100.86 1,728.

85 911.78

Net cash Flow from Investing Activities (130.33) (62.55) (7.88) 2.37

3 CASH FLOW FROM FINANCING

ACTIVITIES

Proceeds from issue of equity share capital 19.74 3.61 26.08 -

Share premium 280.26 61.41 308.4

2 -

Net cash flow from financing activities 300.00 65.02 334.4

9 -

Net increase/ (decrease) in cash and cash

equivalents 143.53 (70.29)

174.0

6 (30.90)

CASH AND CASH EQUIVALENTS AS AT

THE BEGINNING OF THE YEAR 168.53 238.82 64.76 95.66

CASH AND CASH EQUIVALENTS AS AT

THE END OF THE YEAR 312.06 168.53

238.8

2 64.76

As per IndAS In Rs. Cr.

Particulars For the period ended Sept 30,

2019

For the year ended March 31,

2019

For the year ended March 31,

2018

I Income

Revenue from operations

Interest income 194.21 405.06 200.06

Fees and commission income 1.62 7.05 2.91

Other operating income 10.00 1.03 1.18

Total revenue from operations 205.82 413.13 204.15

Other income 5.40 7.18 3.68

Total income 211.23 420.32 207.83

39

II Expenses

Finance costs 120.65 240.15 120.63

Impairment on financial instruments

2.59 6.80 4.58

Employee benefits expense 29.98 75.16 29.09

Depreciation and amortisation expense

4.13 4.04 0.82

Other expenses 18.39 52.68 34.72

Total expenses 175.74 378.83 189.83

III Profit before exceptional items and tax

35.49 41.49 18.00

IV Exceptional items 28.57 - -

V Profit before tax 6.92 41.49 18.00

IV Tax expense

Current tax 2.36 16.14 7.71

Deferred tax 1.29 (1.92) (1.56)

Total tax expense 3.65 14.22 6.14

V Net profit after tax 3.27 27.27 11.86

Particulars As at Sept 30,

2019 As at March

31, 2019 As at March

31, 2018 As at April

1, 2017

ASSETS

I Financial assets

(a) Cash and cash

equivalents 252.00 143.48 238.82 64.76

(b) Bank balances other than

(a) above 66.76 31.76 4.34 -

(c) Loans 2,741.84 2,940.07 2,211.01 980.46

(d) Investments 126.27 - - -

(e) Other financial assets 11.30 6.72 6.04 1.77

3,198.17 3,122.03 2,460.21 1,046.99

II Non-Financial assets

(a) Current tax assets (net) 3.78 1.53 1.15 1.03

(b) Deferred tax assets (net) 4.20 5.47 3.52 1.91

(c) Property, plant and

equipment 18.70 3.10 1.49 1.11

(d) Other intangible assets 7.53 9.00 0.98 0.38

(e) Other non-financial assets 10.93 3.62 4.05 0.86

45.14 22.71 11.19 5.30

Total Assets 3,243.31 3,144.74 2,471.40 1,052.28

40

LIABILITIES AND EQUITY

LIABILITIES

I Financial Liabilities

(a) Trade payables

- total outstanding

dues of micro and small enterprises

0.03 0.06 - -

- total outstanding

dues to creditors other than micro and small enterprises

14.84 14.45 4.60 2.48

(b) Debt securities 430.57 467.95 507.67 177.33

(c) Borrowings (other than

debt securities) 1,688.28 1,869.69 1,335.44 714.32

(d) Other financial liabilities 219.71 207.43 136.27 16.74

2,353.43 2,559.58 1,983.98 910.88

Non-Financial Liabilities

(a) Current tax liabilities (net) - 2.27 0.46 -

(b) Provisions 3.69 2.29 - 1.64

(c) Other non-financial

liabilities 5.20 2.82 1.40 0.48

8.89 7.38 1.86 2.13

III EQUITY

(a) Equity share capital 82.59 62.86 59.24 33.17

(b) Other equity 798.40 514.93 426.31 106.11

Total equity 880.99 577.78 485.56 139.27

Total liabilities and equity 3,243.31 3,144.74 2,471.40 1,052.28

Particulars As at

31.03.2019 As at

31.03.2018

A Cash flow from operating activities

Profit before tax 41.49 18.00

Adjustment for:

Depreciation and amortisation expenses 4.04 0.82

Net gain on fair value changes (realised) -5.36 -2.60

Provision for impairment on financial instruments 6.80 4.58

Interest on fixed deposits -1.71 -0.06

Baddebts written off 0.22 -

Actuarial loss on post retirement benefit plans -0.10 -0.12

Gain on sale of fixed asset 0.00 -0.00

Excess provision written back - -0.45

Operating profit before working capital changes 45.38 20.18

41

Adjustment for:

(Increase) in loans -736.08 -1,235.13

Decrease / (Increase) in Other non-financial assets 0.43 -3.19

Decrease / (Increase) in financial assets 0.20 -4.22

Increase in financial liabilities 75.75 110.52

Increase in trade payables 8.41 2.11

Increase in non financial liabilities 1.41 0.92

Increase / (Decrease) in Provisions 2.29 -1.64

Cash (used in) operations -602.23 -1,110.44

Direct taxes paid (net) -14.70 -7.37

Net cash (used in) operating activities -616.92 -1,117.81

B Cash flow from investing activities

Investments in mutual fund units -2,095.49 -1,726.25

Sale of mutual fund units 2,100.85 1,728.85

Interest received on bank deposits 0.84 -

Purchase of property, plant & equipment and intangible assets -12.16 -1.81

Sale of property, plant & equipment 0.00 0.00

Bank deposit not considered as cash and cash equivalents (net) -27.42 -4.34

Net cash (used in) investment activities -33.38 -3.55

C Cash flow from financing activities

Proceeds from issue of equity share 3.61 26.08

Share premium 61.41 308.42

Proceeds from long-term borrowings 825.00 770.00

Repayment of long-term borrowings -299.58 -69.08

(Repayment of) / proceeds from short-term borrowings (net) -35.47 260.00

Net cash generated from financing activities 554.97 1,295.41

Net (Decrease) / Increase in Cash and cash equivalents -95.34 174.06

Cash and cash equivalents at the beginning of the year 238.82 64.76

Cash and cash equivalents at the end of the year 143.48 238.82

[Note: Financial information submitted must be in line with the timelines specified in the Simplified Listing Agreement, issued vide Circular no. SEBI/IMD/BOND/1/2009/11/05, dated May 11, 2009]

The relevant information is furnished in Annexure V of the Disclosure Document. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company: There have been no changes in the accounting policies of the Company during the last three years. As per the provisions of the Companies Act, 2013 and rules made thereunder, the financial statement of the Company is prepared as per IND AS for FY19.

5.12 Abridged version of Latest Audited/ Limited Review Half Yearly Consolidated and

Standalone Financial Information and auditors’ qualifications, if any.: [Note: Financial information submitted must be in line with the timelines specified in the Simplified Listing Agreement, issued vide Circular no. SEBI/IMD/BOND/1/2009/11/05, dated May 11, 2009]

42

Auditors Qualifications Nil, Abridged version of Latest Audited/ Limited Review Half Yearly Consolidated and Standalone Financial Information provided in point 5.11 above.

5.13 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of Issue which may affect the issue or the Investor’s decision to invest / continue to invest in the debt securities. The Issuer hereby declares that there has been no material event, development or change at the time of issue from the position as on the date of the last audited financial statements of the Issuer, which may affect the Issue or the Investor’s decision to invest/ continue to invest in the debt securities of the Issuer.

5.14 Names of the Debentures Trustees and Consents thereof The Debenture Trustee of the proposed Debentures is Catalyst Trusteeship Limited. Catalyst Trusteeship Limited has given its written consent for its appointment as debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Disclosure Document and in all the subsequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure III of this Disclosure Document.

5.15 Rating Rationale(s) adopted (not older than one year on the date of opening of the Issue)/

credit rating letter issued (not older than one month on the date of opening of the Issue).

The Rating Agencies has assigned ratings of “CARE A+ Stable” (pronounced as “CARE A Plus Stable”) the Debentures. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The rating letter and rationale from the Rating Agency is provided in Annexure II of this Disclosure Document.

5.16 If the security is backed by a guarantee or letter of comfort or any other document / letter

with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. Nil

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

listed: The Debentures are proposed to be listed on the WDM segment of the BSE. The Issuer shall comply with the requirements of the listing agreement for debt securities to the extent applicable to it on a continuous basis.

5.18 Disclosures with regard to interest of directors, litigation etc: a) Any financial or other material interest of the Directors, Promoters or Key Managerial

Personnel in the Issue and the effect of such interest in so far as it is different from the interests of other persons None

43

b) Details of any litigation or legal action pending or taken by any Ministry or

Department of the Government or a statutory authority against the Promoter of the Issuer during the last three years immediately preceding the year of the circulation of the Offer Document and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action None

c) Remuneration of Directors (during the current year and last three financial years)

Details of Sitting Fees

# Name of the Director

Current FY 2019-20

FY 2018-19

FY2017-18 FY2016-17

1 Mr. Mahendra K Chouhan

2,10,000/- 4,40,000/- 1,45,000/- 50,000/-

2 Ashok Malik - - - 30,000/-

3 Suresh Kumar Jain 2,10,000/- 4,10,000/- 60,000/- -

4 Savita Mahajan 2,50,000/- 30,000/- - -

5 Neeraj Swaroop 4,00,000/- - - -

6 Vijayalakshmi Iyer 3,60,000/- - - -

d) Related party transactions entered during the last three financial years immediately preceding the year of the circulation of the Offer Document including with regard to loans made or, guarantees given or securities provided

Refer financial statements

e) Summary of reservations or qualifications or adverse remarks of the auditors in the

last five financial years immediately preceding the year of the circulation of the Offer Document and of their impact on the financial statements and financial position of the Issuer and the corrective steps taken and proposed to be taken by the Issuer for each of the said reservations or qualifications or adverse remark None

f) Details of any inquiry, inspections or investigations initiated or conducted under the

Companies Act 2013 or any previous company law in the last three years immediately preceding the year of circulation of the Offer Document in the case of the Issuer and all of its subsidiaries. Further, if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the Offer Document and if so, section-wise details thereof for the Issuer and all of its subsidiaries None

g) Details of acts of material frauds committed against the Issuer in the last three years if any, and if so, the action taken by the Issuer None

44

5.19 Other details:

A. Debenture Redemption Reserve Creation: As per Section 71 of the Act, any company that intends to issue debentures must create a debenture redemption reserve to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. However, at present under the Companies (Issuance of Share Capital and Debentures) Rules, 2014, non-banking financial companies are exempt from this requirement in respect of privately placed debentures. Pursuant to this exemption, the Company does not presently intend to create any reserve funds for the redemption of the Debentures.

B. Issue / instrument specific regulations: The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act including the notified rules thereunder, the SEBI Debt Listing Regulations, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the applicable RBI guidelines.

C. Application process: The application process for the Issue is as provided in SECTION 8: of this Disclosure Document.

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

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

Sr. No. Nature of Contract

1 Certified true copy of the Memorandum & Articles of Association of the Issuer.

2 Borrowing Committee Resolution dated 13.12.2019 authorizing issue of Debentures offered under terms of this Disclosure Document.

3 Shareholder Resolution dated September 26, 2019 authorizing the issue of non-convertible debentures by the Company.

4 Shareholder Resolution dated March 07, 2018 authorizing the borrowing by the Company and the creation of security.

5 Copies of Annual Reports of the Company for the last three financial years.

6 Credit rating letter from the Rating Agency dated December 09, 2019 from CARE.

7 Letter from Catalyst Trusteeship Limited giving its consent to act as Debenture Trustee dated December 11, 2019.

8 Letter for Register and Transfer Agent.

9 Certified true copy of the certificate of incorporation of the Company.

10 Certified true copy of the tripartite agreement between the Company, the Registrar & Transfer Agent and NSDL/CDSL.

11 Copy of application made to BSE for grant of in-principle approval for listing of Debentures.

45

5.21 Details of Debt Securities Sought to be Issued

Under the purview of the current document, the Issuer intends to raise an amount of Rs. 10,00,00,000/- (Rupees Ten Crores only) and Green shoe option of Rs. 1,50,00,00,000/- (Rupees One hundred and fifty Crores only) by issue of Secured Rated Listed Redeemable Non-Convertible Debentures, on a private placement basis. For further details of the Debentures, please refer to the terms and conditions of the Debentures set out in Section 5.24 of this Disclosure Document. 5.22 Issue Size

The aggregate issue size for the Debentures is Rs. 10,00,00,000/- (Rupees Ten Crores only) with Green shoe option of Rs. 1,50,00,00,000/- (Rupees One hundred and fifty Crores only). 5.23 Utilization of the Issue Proceeds

The Issuer undertakes that the proceeds of this Issue shall be used for loan portfolio growth of the company, repayment of existing borrowing and other general corporate purposes and not to facilitate resource requests of its group entities/parent company/associates. The Issue shall not be utilised towards acquisition financing: viz buyback of shares/securities, purchase of shares of other companies and/or promoter contribution towards the equity capital of a company or as a bridge loan. The Company undertakes that proceeds of this Issue shall not be utilized for the following purposes as specified in the RBI Master Circular No. DBOD.BP.BC.No.5/21.04.172/2015-16 dated July 1, 2015 including inter alia: 1) Bills discounted / rediscounted by NBFCs, except for rediscounting of bills discounted by NBFCs

arising out of: Commercial vehicles (including light commercial vehicles) and two wheeler and three wheeler vehicles, subject to the following conditions: The bills should have been drawn by the manufacturer on dealers only; The bills should represent genuine sale transactions as may be ascertained from the chassis / engine number and; Before rediscounting the bills, the bona fides and track record of NBFCs which have discounted the bills would be verified.

2) Investments of NBFCs both of current and long-term nature, in any company / entity by way of shares, debentures, etc. However, Stock Broking Companies may be provided need-based credit against shares and debentures held by them as stock-in-trade.

3) Unsecured loans / inter-corporate deposits by NBFCs to / in any company. 4) All types of loans and advances by NBFCs to their subsidiaries, group companies / entities. 5) Finance to NBFCs for further lending to individuals for subscribing to Initial Public Offerings (IPO)

and for purchase of shares from secondary market. 5.23 Interim Use of Proceeds The management of the Company, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds out of the Issue for the purposes described above, the Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market and overnight mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities as may be approved by the Board. Such investment would be in accordance with the investment policies approved by the Board or the Investment Committee from time to time.

46

Until the allotment of the Debentures all monies received towards application for the Debentures shall be kept in a separate Bank account in a scheduled Bank and shall not be utilized for any purpose other than: 1. For adjustment against allotment of securities 2. For the repayment of monies where the company is unable to allot securities

5.24 Issue Details

Issuer Name Avanse Financial Services Limited

Security Name Non-Convertible Debenture - Series 8

Type of Instrument Secured, Rated, Listed, Redeemable Non - Convertible Debentures (“NCD” or “Debentures”)

Nature of Instrument Secured

Seniority

a. Each Debenture issued by the Issuer will constitute direct, secured and senior obligations of the Issuer. The claims of the Debenture Holders shall be superior to the claims of investors/lenders of Tier I and Tier II Capital and shall rank pari passu to all unsubordinated, secured indebtedness of the Issuer.

b. Each of the Debenture Holders shall inter-se rank pari passu in relation to their rights and benefits in relation to the Debentures, without any preference or privilege.

Mode of Issue Private placement

Eligible Investors

a. The following categories of investors shall together constitute “Eligible Investors”:

i. Scheduled commercial banks in India; ii. NBFCs and RNBCs registered with RBI;

iii. Indian companies; iv. Mutual Funds; v. Rural regional banks in India;

vi. Insurance companies registered with IRDA; vii. Financial institutions, including All India Financial

Institutions; viii. Housing finance companies registered with the National

Housing Board; and ix. Other eligible investors as per the concerned guidelines

and regulations

b. For the purposes of this Term Sheet, the term Debenture Holder(s) means person(s) who are holders of the Debentures and whose names have been entered into the Register of Debenture Holder(s) as on the relevant record date.

Listing

The Debentures are proposed to be listed on the WDM segment of BSE Limited. Company will endeavour to list the securities within 15 days from the deemed date of allotment. In case of delay in listing of the debt securities beyond 20 days from the deemed date

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of allotment, the Issuer will pay penal interest of at least 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor.

Rating of the Instrument CARE A+/Stable by CARE RATINGS LTD.

Issue Size Rs. 10 Crore (Indian Rupees Ten Crore only)

Option to retain oversubscription (Amount)

Yes, upto Rs. 150 Crore (Indian Rupees One Hundred and Fifty Crore only)

Coupon Rate 11.40% p.a. (Eleven Decimal Point Forty per cent per annum)

Step Up/Step Down Coupon Rate

a. The Interest Rate for the Debentures will be increased by 0.25% (twenty five basis points) for every notch downgrade from the current Credit Rating of the Debenture of “CARE A+” during the tenor of the Debentures.

b. For the purposes of this clause, if the Issuer is rated by more

than one rating agency, the lowest of all ratings shall be considered.

Coupon Payment Frequency

Annual and on Put Option exercise date

Coupon payment dates 18th December every year till the maturity and on the date of exercise of put option

Coupon Type Fixed

Coupon Reset Process NA

Tenor 36 (thirty six) months

Redemption Dates 16th December 2022

Redemption Amount To be redeemed at par

Redemption Premium /Discount

NA

Put Option At the end of 18 (eighteen) months from the deemed date of allotment

Put option Date 18th June 2021

Put Option Price

Upon the exercise of Put option, the investor would pay a penalty of 1.17% (One Decimal Point One Seven per cent) on the principal amount i.e. an NCD with a face value of Rs. 10,00,000 (Rupees Ten Lakh only) would be redeemed at Rs. 9,88,300 (Rupees Nine Lakh Eighty Eight Thousand Three Hundred only).

Call Option NA

Call Option Date NA

Call Option Price NA

Put Notification Time The investor(s) shall provide 60 days notice prior to exercising the Put option

Call Notification Time NA

Objects of the Issue To raise long term resources to support its business activities

Details of the utilization of the Proceeds

a. The funds raised through the issue of Debentures are not meant for any specific project as such and therefore the proceeds of the Debentures shall be utilized for the general corporate purposes of the Issuer including repayment of existing debt, and to finance the growth of portfolio of the

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Issuer as permitted by RBI for bank finance. b. Pending full utilization of issue proceeds, the Issuer shall be

entitled to invest the issue proceeds in money market instruments, mutual funds and deposits with banks.

Day Count Basis

Actual/Actual. All interest accruing for any Interest Period shall accrue from day to day and be calculated on the basis of the actual number of days elapsed and a year of 365 days (or 366 days in case of a leap year), at the applicable Interest Rate and rounded off to the nearest Rupee.

Interest on Application Money

At Coupon Rate from the date of realization of the cheque / receipt of funds in case of RTGS till one day prior to date of allotment. The interest will be paid within one month from the Allotment Date

Default Interest Rate In case of default, additional interest of 2% p.a. (two per cent per annum) over the coupon rate will be payable by the Issuer for the defaulting period.

Face Value Rs. 10,00,000 (Rupees Ten Lakh only) per Debenture

Minimum Application 10 (Ten) Debenture and in multiples of 1(One) thereafter

Issue Opening Date 17th December 2019

Issue Closing Date 17th December 2019

Pay-in Date 18th December 2019

Deemed Date of Allotment 18th December 2019

Bank Account details in case of application amount remitted by Real Time Gross Settlement (RTGS)

As provided in Section 8.13 below

Issuance mode of the Instrument

Demat only

Trading mode of the Instrument

Demat only

Settlement mode of the Instrument

RTGS/NEFT/Fund Transfer to ICCL

Depository National Securities Depository Limited / Central Depository Services (India) Limited

Registrar to the issue Link Intime India Pvt. Ltd.

Debenture Trustee Catalyst Trusteeship Ltd.

Business Days Means a day (other than a Saturday or a Sunday or a Bank holiday) on which banks are open for general business in Mumbai.

Business Day Convention

If any coupon payment date falls on a day that is not a working day, the payment shall be made on the immediately succeeding working day. If the redemption date/exercise date/ maturity date (also being the last coupon payment date) (each a “Redemption Date”) of the Debentures falls on a day that is not a working day, the redemption proceeds shall be paid on the immediately preceding working day.

Record Date 15 (fifteen) days prior to each Coupon Payment and Redemption

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Date

Security (where applicable) (Including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security).

a. The Debentures shall be secured by the Issuer in favour of the Debenture Trustee (for the benefit of the Debenture Holders) by a first ranking pari passu charge by way of registered mortgage over immovable property and hypothecation over present and future Loan Receivables and other current assets of the Issuer (“Mortgaged and Hypothecated Assets”) with a minimum asset cover of 1.10 (one decimal point one zero) times. Provided that the Issuer shall be permitted to provide pari passu security interest over the Hypothecated Assets to other lenders to the Issuer without requiring any consent from the Debenture Holders shall be required so long as the indebtedness of the Issuer remains within the agreed gearing ratio i.e. agreed Net Debt to Equity ratio, under the Transaction Documents.

b. The Issuer undertakes:

i. to maintain the value of Security Cover at all times during the tenor of the Debentures;

ii. to create, register and perfect the security over the Mortgaged and Hypothecated Assets as contemplated above no later than 60 (sixty) calendar days after the Deemed Date of Allotment by executing a duly stamped Debenture Trust cum Mortgage Deed (“DTD Cum Mortgage Deed”) and Deed of hypothecation (“Deed of Hypothecation”) and filing CHG-9 within the aforementioned time period;

iii. to replace any Hypothecated Receivables that become overdue with current receivables. Such replacement shall be effected within 15 (Fifteen) Business Days of the receivables becoming overdue

c. Eligibility Criteria for the Hypothecated Loan Receivables:

i. the receivables should be from standard asset portfolio of receivables of the Issuer

ii. the receivables are existing at the time of selection and have not been terminated or pre-paid;

iii. the receivables have not been restructured or rescheduled iv. the retail receivables shall be selected only from those

branches of the Issuer where the percentage of Portfolio at Risk(PAR) > 90 days to Gross Loan Portfolio does not exceed 5.00% (five percent)

v. all “Know Your Customer” norms have been complied with as prescribed by the Reserve Bank of India;

Security Cover

The Issuer shall ensure that the value of Mortgaged and Hypothecated Assets under the DTD cum Mortgage Deed and Deed of Hypothecation shall at all times be equal to at least 1.10 (One decimal point one zero) times of the aggregate amount of the outstanding principal of the Debentures and aggregate amount of

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the Coupon/ XIRR payable in respect of the Debentures (“Security Cover”).

Execution of Debenture Trust Deed

In the case of failure in the execution of Debenture Trust Deed within 3 months from the closure of the issue, without prejudice to any liability arising on account of violation of the provisions of the Act and Regulations, an interest of Two Percent per annum to the Debenture Holders over and above the applicable Coupon Rate till the execution of Debenture Trust Deed.

Accelerated Redemption Option

a. Upon occurrence of the following events, the majority Debenture holders i.e. holders of 51% of the outstanding face value of the Debentures (“Majority Debenture Holders”) will have the right to recall the amounts outstanding under the NCDs:

i. In the event, the Net Debt/ Equity ratio (gearing) goes above 4.25(four decimal point twenty five) times during the tenure of the issue.

ii. In the event, Net NPA of the Issuer is higher than 2% (two per cent), where “Net NPA” shall have the meaning ascribed to the term under the guidelines issued by the Reserve Bank of India.

iii. Credit Rating of the Instrument falls below A- (A minus) by CARE or any other rating agency. For the purposes of this clause, if the Issuer is rated by more than one rating agency, the lowest of all ratings shall be considered.

iv. Capital adequacy Ratio (CAR) shall be maintained at minimum 18% during the tenure of NCD out of which Tier 1 CAR shall be at 13% minimum.

v. In the event, the issuer does not comply with applicable guidelines issued by Reserve Bank of India.

vi. Shareholding of Warbug Pincus Group LLC, along with its affiliates and subsidiaries, falls below 51% (fifty one per cent) of the paid up equity share capital of the Issuer during the tenure of the Debentures.

b. The Issuer to provide information on points (i), & (ii) on a

quarterly basis within 45 (forty five) days of the end of a quarter (in a financial year) and on other points within a day of occurrence.

c. The Issuer will make the payment within 30 (thirty) calendar days without any Default Interest / penalty from the date of exercise of this accelerated redemption option by the Majority Debenture Holders.

d. For the purpose of this clause:

i. Net Debt would mean the total short term and long-term debt including any obligation under or in relation to any put option or shortfall undertaking, any corporate or financial guarantee minus Cash (excluding cash in escrow

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or being earmarked for specific purpose) ii. Equity means the paid-up equity share capital, free

reserves including any positive or negative balances in the

profit and loss account but excluding goodwill and any

revaluation reserves minus intangible assets of the Issuer.

Affirmative Covenants

The issuer undertakes: a. To utilise the proceeds of this issue in accordance with

applicable laws and regulations b. To comply with corporate governance, fair practices code

prescribed by the RBI c. Notify the Debenture Trustee and the Debenture holders

of any potential Event of Default or Event of Default; d. To obtain, comply with and maintain all licenses /

authorizations e. To provide details of any material litigation, arbitration or

administrative proceedings (materiality threshold to be finalized during documentation)

f. To maintain internal control for the purpose of (i) preventing fraud on monies lent by the Company; and (ii) preventing money being used for money laundering or illegal purposes

g. To permit visits and inspection of books of records, documents and accounts to debenture holders as and when required by them

h. To comply with any monitoring and/or servicing requests from Debenture Holders

i. To intimate debenture holder within one working day in case of change in key managerial persons which includes, CEO,CFO, & CXO.

Negative Covenants

The Issuer shall not take any action in relation to the following items/ events, without the prior written approval of Majority Debenture Holders: a. Change in articles of incorporation or organisational

documents in any material way which would pre-judicially affect the interest of the Debenture Holders

b. Undertake any Acquisition or event of Business Restructuring of the Issuer including but not limited to any scheme of merger, demerger, amalgamation, slump sale of assets, arrangement with Creditors or Lenders, compromise or reconstruction

c. Change in promoter, ownership or control, d. Purchase or redeem any of its issued shares or reduce its share

capital e. Change its financial year-end from 31st March (or such other

date as may be approved by Debenture Holders) f. Pay dividend, if an Event of Default has occurred and is

subsisting g. Undertake any major new business outside financial services

or any diversification of its business outside financial services, without approval of Majority Debenture Holders.

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Transaction Documents

The debenture trust deed, executed by and between the Company and the Debenture Trustee (“DTD”) a. Signed Disclosure Document including the signed summary

term sheet; b. PAS-4 c. Board Resolution authorizing the issuance of NCDs; d. Shareholders’ Resolution under section 180(1)(c) of the

Companies Act, 2013; e. Rating Letter; f. Rating Rationale; g. Debenture Trustee Consent Letter; h. Debenture Trusteeship Agreement; i. In-principle approval from BSE for listing of debentures j. Any other document as agreed between the Issuer and the

Debenture Trustee.

Conditions Precedent to Disbursement

The Issuer shall fulfil the following Conditions Precedent to the satisfaction of the Debenture Trustee and submit documentation where applicable to the Debenture Trustee, prior to the Pay in Date: a. In principle approval from Stock Exchange of listing b. Certified copy of the Memorandum and Articles of Association

of the Issuer; c. Certified true copy of resolution of the Board of Directors

authorizing the issue of the secured Debentures by the Issuer and further authorizing certain persons to finalize the terms and conditions of the such debentures and to take all action in connection with same;

d. Certified true copy of resolution of the shareholders of the Issuer dated September 26, 2019 passed in accordance with Sections 42 and 71 of the New Companies Act;

e. Credit rating letter from CARE assigning a credit rating of CARE A+/ Stable for the Issue of the Debentures;

f. Consent letter from the Debenture Trustee; g. Consent letter from the Registrar to the Issue; h. Agreement between the Debenture Trustee and Issuer; and i. Information Memorandum/ Disclosure Document j. Confirmation that no “Event of default” has occurred and/ or

subsisting. k. Any other documents that may be necessary to carry out the

disbursement;

Condition Subsequent to Disbursement

The Issuer shall: a. Issue Letters of Allotment / Debentures in dematerialized form

to the credit of the demat account (s) of the investor(s) within 2 (two) working days from the Deemed Date of Allotment

b. File a copy of the Form PAS-5 of the PAS Rules in respect of the issue of Debentures with the ROC with fee as provided in Companies (Registration Offices and Fees) Rules, 2014 within a period of 30 (thirty) days of the Deemed Date of Allotment.

c. File a return of allotment of securities under Section 42 of the New Companies Act with the ROC within 30 (thirty) days of allotment in Form PAS-3 of the PAS Rules and with the fee as

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provided in the Companies (Registration Offices and Fees) Rules, 2014 along with a complete list of all Debenture Holders

d. Get the Credit Rating of the Debentures reviewed and published at least once within a maximum period of 1 (one) year from the immediately previous review of the credit rating by the same rating agency.

e. Listing to be completed within stipulated timeframe as per

SEBI circular.

f. Execution of the Debenture Trust cum Mortgage Deed, Deed

of Hypothecation and other relevant Transaction Documents

within timelines as agreed between Issuer and the Debenture

Holders.

g. To create, register and perfect the security over the Mortgaged

and Hypothecated Assets as per the timelines specified in

these terms.

h. The Issuer shall ensure credit of demat account(s) of the

allottee(s) with the number of NCDs allotted within 7 (Seven)

Business Days of the Deemed Date of Allotment

Events of Default

The occurrence of any one of the following events shall constitute an event of default by the Company (“Event of Default”): (a) default is committed in payment of any interest or principal

amount of the NCDs on the due date(s);

(b) default is committed in the performance or observance of any term, covenant, condition, representations or provision contained in the Transaction Documents or these presents and/or the Financial Covenants and Conditions (other than the obligation to pay principal and interest) and, except where the Debenture Trustee certifies that such default is in its opinion incapable of remedy (in which case no notice shall be required), such default continues for thirty days after written notice has been given thereof by the Debenture Trustee to the Company requiring the same to be remedied;

(c) a petition for winding up of the Company have been admitted and an order of a court of competent jurisdiction is made for the winding up of the Company or an effective resolution is passed for the winding up of the Company by the members of the Company is made otherwise than in pursuance of a scheme of amalgamation or reconstruction previously approved in writing by the Debenture Trustee and duly carried out into effect or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its property or any action is taken towards its re-organisation, liquidation or dissolution;

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(d) Cross default – Other than default under the present issue, if the issuer is in default under the terms and conditions of any issuances/obligations under other facilities and receives such notice of event of default from such lender/investor, then that shall also constitute an event of default under the present issue as well.

(e) an application is filed by the Company, the financial creditor or the operational creditor (as defined under the Insolvency and Bankruptcy Code, 2016, as amended from time to time ) before a National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016, as amended from time to time and the same has been admitted by the National Company Law Tribunal.

(f) the Company without the consent of Debenture holders / Debenture Trustee ceases to carry on its business or gives notice of its intention to do so;

(g) one or more events, conditions or circumstances whether related or not, (including any change in Applicable Law) has occurred or might occur which could collectively or otherwise be expected to affect the ability of the Company to discharge its obligations under this Issue;

(h) A subsidiary or parent company of the issuer has defaulted;

and

(i) There is no material adverse effect and there are no circumstances existing which could give rise, with the passage of time or otherwise, to a material adverse effect on the Issuer.

Material Representations & Warranties

The Issuer (and where applicable its affiliates) shall make representations customary for issuance of this nature, including but not limited to: a. Corporate existence, power and authority; b. Legal validity and binding nature of the transaction; c. Corporate authorizations and consents; d. Non-contravention of constitutional documents and binding

nature of the same; e. No outstanding default or material litigation; f. No violation of law or material agreements; g. No occurrence of a material adverse effect; h. No litigation that may have a material adverse effect on

operation of business; i. No insolvency; j. (Completeness and accuracy of financial statements; k. Fund proceeds under this transaction shall only be applied in

accordance with the end use as stated in this term sheet;

Material Adverse Change This Term Sheet is subject to, in the opinion of the prospective debenture holders/ investors,

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a. any material adverse change having occurred in any of the business, condition (financial operations, of the issuer (and its subsidiaries or parent company) since the last available audited annual report,

b. any material adverse change having occurred in the financial markets in which the issuer and/or its principal assets are located or in the market for loans to and debt securities of India.

c. any circumstance, change or condition (including the continuation of an existing condition) in the domestic and international commercial bank, loan syndication, financial or capital market, political or economic conditions that, in the opinion of the prospective debenture holders/ investors, would materially affect syndication and conclusion of the Facility;

Clear Market Period

The issuer, till a period of 2 (two) months from the date of allotment will not come out with a fresh debenture issue at a coupon rate/ term that is better than the coupon rate/ terms agreed in this term sheet. If the issuer offers better terms to any other investor within the time period stipulated above then the same terms would be offered to the debenture holders of this issue.

Role and Responsibilities of Debenture Trustee

As per Debenture Trust Deed, Debenture Trustee Agreement and Disclosure Documents.

Governing Law and Jurisdiction

Indian Law & Mumbai.

Note: 1. The list of documents which has been executed or will be executed in connection with the issue

and subscription of debt securities shall be annexed.

2. The penal interest rates mentioned above as payable by the Issuer are independent of each other.

SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT

In case of listing of debt securities made on private placement, the following disclosures are required to be made vide SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-05-16: A. Name of the Bank declaring the entity as a Wilful Defaulter: Nil

B. The year in which the entity is declared as a Wilful Defaulter: Nil

C. Outstanding amount when the entity is declared as a Wilful Defaulter: Nil

D. Name of the entity declared as a Wilful Defaulter: Nil

E. Steps taken, if any, for the removal from the list of wilful defaulters: Nil

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F. Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: Nil

G. Any other disclosure as specified by the Board: Nil

SECTION 7: TRANSACTION DOCUMENTS AND KEY TERMS

7.1 Transaction Documents

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

A. Debenture Trustee Agreement, which will confirm the appointment of Catalyst Trusteeship Limited as the Debenture Trustee (“Debenture Trustee Agreement”);

B. Debenture Trust cum Mortgage Deed, which (i) creates a pari passu mortgage over certain identified Immovable Property of the Company located in Tamil Nadu, (ii) will set out the terms upon which the Debentures are being issued and (iii) shall include the representations and warranties and the covenants to be provided by the Issuer (“DTD Cum Mortgage Deed”);

C. Deed of Hypothecation whereby the Issuer will create an pari passu charge by way of hypothecation over the Secured Property in favour of the Debenture Trustee to secure its obligations in respect of the Debentures (“Deed of Hypothecation”); and

D. Such other documents as agreed between the Issuer and the Debenture Trustee. 7.2 Representations and Warranties of the Issuer As set out in the Term Sheet 7.3 Covenants of the Issuer

As set out in the Term Sheet 7.4 Events of Default

As set out in the Term Sheet 7.5 Consequences of Events of Default

Upon the happening of an Event of Default, the Debenture Trustee shall be entitled to exercise any and all remedies in accordance with the terms contained in the Transaction Documents including but without limited to acceleration of the Debentures, whereby it becomes immediately due and payable, and enforcement the Security.

SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Disclosure Document, Application Form and other terms and conditions as may be incorporated in the Transaction Documents.

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8.1 Mode of Transfer/Transmission of Debentures The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP. 8.2 Debentures held in Dematerialised Form The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate corporate action. The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments. 8.3 Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement and the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and coupon thereon and they will take necessary action, subject to and in accordance with the Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and the Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

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8.4 Sharing of Information The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information. 8.5 Debenture Holder not a Shareholder The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer. 8.6 Modification of Debentures The Debenture Trustee and the Issuer will agree to make any modifications in the Disclosure Document which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest error. Any other change or modification to the terms of the Debentures shall require approval by the Majority Debenture Holders in the manner as provided for in the Debenture Trust Deed. For the avoidance of doubt, the following matters require the consent of Majority Debenture Holders, either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture Holders: A. Creating of any additional security; and B. Amendment to the terms and conditions of the Debentures or the Transaction Documents. 8.7 Right to accept or reject Applications The Board of Directors/Borrowing Committee reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof. 8.8 Notices Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address, e-mail or facsimile number. All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery, email or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”. Notice(s) shall be deemed to be effective (a) in the case of registered mail, 5 (Five) Business Days after posting via certified or registered mail, return receipt requested; (b) 1 (One) Business Day after

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delivery by recognized overnight courier service, if sent for next Business day delivery (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission; (d) in the case of personal delivery, at the time of delivery or (e) or in case of e-mail at the time of the sending thereof (provided no delivery failure notification is received by the sender within 24 hours of sending such email). 8.9 Issue Procedure Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and /or redemptions warrants. The applicant should transfer payments required to be made in any relation by EFT/RTGS, to the bank account of the Issuer as per the details mentioned in the Application Form. 8.10 Application Procedure & Payment Instructions Applications for the Debentures must be made in the prescribed Debenture Application Form using EBP in line with SEBI circular no SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 regarding Mechanism for issuance of debt securities on private placement basis through an Electronic Book Mechanism (“EBM”).

The participants should do the funds pay-in to the Indian Clearing Corporation Ltd’s (ICCL) designated Bank account up to 10:30 am on T+1 day (Pay-in date).

The participants must ensure to do the funds pay-in from their same bank account which is updated by them in the BSE BOND (EBP) platform while placing the bids.

The Designated Bank Accounts of ICCL are as under: ICICI Bank: Beneficiary Name: INDIAN CLEARING CORPORATION LTD Account Number: ICCLEB IFSC Code: ICIC0000106 Mode: NEFT/RTGS YES Bank: Beneficiary Name: INDIAN CLEARING CORPORATION LTD Account Number: ICCLEB IFSC Code: YESB0CMSNOC Mode: NEFT/RTGS 8.11 Fictitious Application All fictitious applications will be rejected.

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8.12 Basis of Allotment Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to Investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment. 8.13 Eligible Investors The following categories of Investors, who have been specifically approached and have been identified upfront, are eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form: A. Mutual Funds B. Non-banking financial companies C. Provident Funds and Pension Funds D. Corporates E. Banks F. Foreign Portfolio Investors (FPIs) G. Foreign Institutional Investors (FIIs) H. Qualified Foreign Investors (QFIs) I. Insurance Companies J. Investment holding companies of high net worth individuals K. Any other person (not being an individual or a group of individuals) eligible to invest in the

Debentures

All potential Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures. Note: Participation by potential Investors in the Issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them. 8.14 Procedure for Applying for Dematerialised Facility

A. The applicant must have at least one beneficiary account with any of the DP’s of NSDL/CDSL

prior to making the application.

B. The applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.

C. Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary account(s) with the DP.

D. For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details in the Depository. In case of joint holders, the names should

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necessarily be in the same sequence as they appear in the account details maintained with the DP.

E. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue.

F. If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.

G. For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-a-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

H. The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, until such time that the beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

8.15 Depository Arrangements The Issuer shall make necessary arrangement with CDSL and NSDL for issue and holding of Debenture in dematerialised form. 8.16 List of Beneficiaries The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment of redemption monies. 8.17 Application under Power Of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication. In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.

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8.18 Procedure for application by Mutual Funds and Multiple Applications In case of applications by mutual funds and venture capital funds, a separate application must be made in respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will not be treated as multiple application, provided that the application made by the asset management company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been made. The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of A. SEBI registration certificate B. Resolution authorizing investment and containing operating instructions C. Specimen signature of authorized signatories

8.19 Documents to be provided by Investors Investors need to submit the following documents, as applicable A. Memorandum and Articles of Association or other constitutional documents B. Resolution authorising investment C. Power of Attorney to custodian D. Specimen signatures of the authorised signatories E. SEBI registration certificate (for Mutual Funds) F. Copy of PAN card G. Application Form (including EFT/RTGS details) 8.20 Applications to be accompanied with Bank Account Details Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through EFT/RTGS. 8.21 Succession In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the liquidator or such other legal representative of the Debenture Holder(s) as having title to the Debenture(s). The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity. 8.22 Mode of Payment All payments must be made through EFT/RTGS as set out in the Application Form. 8.23 Effect of Holidays In case any Coupon Payment Date falls on a day which is not a Business Day the payment to be made on such Coupon Payment Date shall be made on the immediately succeeding Business Day. When the Redemption Date falls on a day which is not a Business Day, all payments to be made on the

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Redemption Date (including accrued Coupon), shall be made on the immediately preceding Business Day. 8.24 Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the Debenture Holder(s) at the office of the R&T Agents of the Issuer at least 15 (Fifteen) calendar days before the relevant payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form. If any payments under this issuance is subject to any tax deduction other than such amounts as are required as per current regulations existing as on the date of the Debenture Trust Deed, including if the Company shall be required legally to make any payment for tax from the interest/coupon payable under the Issue, (“Tax Deduction”), the Company shall make such Tax Deduction, and shall simultaneously pay to the Debenture Holders such additional amounts as may be necessary in order that the net amounts received by the Debenture Holders after the Tax Deduction shall equal the respective amounts which would have been receivable by the Debenture Holders in the absence of such Tax Deduction. Provided however, if such rate of Tax Deduction reverts to the increased rate existing prior to June 1, 2013, the Company shall not be required to gross up, i.e., pay additional monies on account of any Tax Deduction for any interest/coupon payments to the Debenture Holders, so long as the holder of the Debentures is a FPI/QFI/FII. It is clarified that any increase in the Tax Deduction on interest/coupon payments exceeding the rate existing prior to June 1, 2013 will be grossed up only to the extent of the differential rate arising from such increase in Tax Deduction and the rate existing prior to June 1, 2013. 8.25 Deemed Date of Allotment All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is December 18, 2019 by which date the Investors would be intimated of allotment. 8.26 Record Date The Record Date will be 15 (Fifteen) calendar days prior to any Due Date. 8.27 Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures. In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the R&T Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any. 8.28 Interest on Application Money Interest shall be payable on all application monies received at the Coupon Rate of 11.40% (Eleven Decimal Point Four zero Percent) per annum from the date of realization of the application monies by

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the Issuer until the Deemed Date of Allotment and the same shall be paid to the relevant Investors within 7 (Seven) Business Days from the Deemed Date of Allotment. 8.29 PAN Number Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected. 8.30 Payment on Redemption Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date. The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account of the Debenture Holder(s) with NSDL/CDSL will be adjusted. On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished. Disclaimer: Please note that only those persons to whom this Disclosure Document has been specifically addressed are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The list of documents provided above is only indicative, and an investor is required to provide all those documents / authorizations / information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revert to any investor for any additional documents / information, and can accept or reject an application as it deems fit. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.

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ANNEXURE I: TERM SHEET

Issuer Name Avanse Financial Services Limited

Security Name Non-Convertible Debenture - Series 8

Type of Instrument Secured, Rated, Listed, Redeemable Non - Convertible Debentures (“NCD” or “Debentures”)

Nature of Instrument Secured

Seniority

c. Each Debenture issued by the Issuer will constitute direct, secured and senior obligations of the Issuer. The claims of the Debenture Holders shall be superior to the claims of investors/lenders of Tier I and Tier II Capital and shall rank pari passu to all unsubordinated, secured indebtedness of the Issuer.

d. Each of the Debenture Holders shall inter-se rank pari passu in relation to their rights and benefits in relation to the Debentures, without any preference or privilege.

Mode of Issue Private placement

Eligible Investors

c. The following categories of investors shall together constitute “Eligible Investors”:

x. Scheduled commercial banks in India; xi. NBFCs and RNBCs registered with RBI;

xii. Indian companies; xiii. Mutual Funds; xiv. Rural regional banks in India; xv. Insurance companies registered with IRDA;

xvi. Financial institutions, including All India Financial Institutions;

xvii. Housing finance companies registered with the National Housing Board; and

xviii. Other eligible investors as per the concerned guidelines and regulations

d. For the purposes of this Term Sheet, the term Debenture Holder(s) means person(s) who are holders of the Debentures and whose names have been entered into the Register of Debenture Holder(s) as on the relevant record date.

Listing

The Debentures are proposed to be listed on the WDM segment of BSE Limited. Company will endeavour to list the securities within 15 days from the deemed date of allotment. In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Issuer will pay penal interest of at least 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor.

Rating of the Instrument CARE A+/Stable by CARE RATINGS LTD.

Issue Size Rs. 10 Crore (Indian Rupees Ten Crore only)

Option to retain oversubscription (Amount)

Yes, upto Rs. 150 Crore (Indian Rupees One Hundred and Fifty Crore only)

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Coupon Rate 11.40% p.a. (Eleven Decimal Point Forty per cent per annum)

Step Up/Step Down Coupon Rate

c. The Interest Rate for the Debentures will be increased by 0.25% (twenty five basis points) for every notch downgrade from the current Credit Rating of the Debenture of “CARE A+” during the tenor of the Debentures.

d. For the purposes of this clause, if the Issuer is rated by more

than one rating agency, the lowest of all ratings shall be considered.

Coupon Payment Frequency

Annual and on Put Option exercise date

Coupon payment dates 18th December every year till the maturity and on the date of exercise of put option

Coupon Type Fixed

Coupon Reset Process NA

Tenor 36 (thirty six) months

Redemption Dates 16th December 2022

Redemption Amount To be redeemed at par

Redemption Premium /Discount

NA

Put Option At the end of 18 (eighteen) months from the deemed date of allotment

Put option Date 18th June 2021

Put Option Price

Upon the exercise of Put option, the investor would pay a penalty of 1.17% (One Decimal Point One Seven per cent) on the principal amount i.e. an NCD with a face value of Rs. 10,00,000 (Rupees Ten Lakh only) would be redeemed at Rs. 9,88,300 (Rupees Nine Lakh Eighty Eight Thousand Three Hundred only).

Call Option NA

Call Option Date NA

Call Option Price NA

Put Notification Time The investor(s) shall provide 60 days notice prior to exercising the Put option

Call Notification Time NA

Objects of the Issue To raise long term resources to support its business activities

Details of the utilization of the Proceeds

c. The funds raised through the issue of Debentures are not meant for any specific project as such and therefore the proceeds of the Debentures shall be utilized for the general corporate purposes of the Issuer including repayment of existing debt, and to finance the growth of portfolio of the Issuer as permitted by RBI for bank finance.

d. Pending full utilization of issue proceeds, the Issuer shall be

entitled to invest the issue proceeds in money market instruments, mutual funds and deposits with banks.

Day Count Basis

Actual/Actual. All interest accruing for any Interest Period shall accrue from day to day and be calculated on the basis of the actual number of days elapsed and a year of 365 days (or 366 days in case of a leap year), at the applicable Interest Rate and rounded off to

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the nearest Rupee.

Interest on Application Money

At Coupon Rate from the date of realization of the cheque / receipt of funds in case of RTGS till one day prior to date of allotment. The interest will be paid within one month from the Allotment Date

Default Interest Rate In case of default, additional interest of 2% p.a. (two per cent per annum) over the coupon rate will be payable by the Issuer for the defaulting period.

Face Value Rs. 10,00,000 (Rupees Ten Lakh only) per Debenture

Minimum Application 10 (Ten) Debenture and in multiples of 1(One) thereafter

Issue Opening Date 17th December 2019

Issue Closing Date 17th December 2019

Pay-in Date 18th December 2019

Deemed Date of Allotment 18th December 2019

Bank Account details in case of application amount remitted by Real Time Gross Settlement (RTGS)

As provided in Section 8.13 below

Issuance mode of the Instrument

Demat only

Trading mode of the Instrument

Demat only

Settlement mode of the Instrument

RTGS/NEFT/Fund Transfer to ICCL

Depository National Securities Depository Limited / Central Depository Services (India) Limited

Registrar to the issue Link Intime India Pvt. Ltd.

Debenture Trustee Catalyst Trusteeship Ltd.

Business Days Means a day (other than a Saturday or a Sunday or a Bank holiday) on which banks are open for general business in Mumbai.

Business Day Convention

If any coupon payment date falls on a day that is not a working day, the payment shall be made on the immediately succeeding working day. If the redemption date/exercise date/ maturity date (also being the last coupon payment date) (each a “Redemption Date”) of the Debentures falls on a day that is not a working day, the redemption proceeds shall be paid on the immediately preceding working day.

Record Date 15 (fifteen) days prior to each Coupon Payment and Redemption Date

Security (where applicable) (Including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security).

d. The Debentures shall be secured by the Issuer in favour of the Debenture Trustee (for the benefit of the Debenture Holders) by a first ranking pari passu charge by way of registered mortgage over immovable property and hypothecation over present and future Loan Receivables and other current assets of the Issuer (“Mortgaged and Hypothecated Assets”) with a minimum asset cover of 1.10 (one decimal point one zero) times. Provided that the Issuer shall be permitted to provide

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pari passu security interest over the Hypothecated Assets to other lenders to the Issuer without requiring any consent from the Debenture Holders shall be required so long as the indebtedness of the Issuer remains within the agreed gearing ratio i.e. agreed Net Debt to Equity ratio, under the Transaction Documents.

e. The Issuer undertakes:

iv. to maintain the value of Security Cover at all times during the tenor of the Debentures;

v. to create, register and perfect the security over the Mortgaged and Hypothecated Assets as contemplated above no later than 60 (sixty) calendar days after the Deemed Date of Allotment by executing a duly stamped Debenture Trust cum Mortgage Deed (“DTD Cum Mortgage Deed”) and Deed of hypothecation (“Deed of Hypothecation”) and filing CHG-9 within the aforementioned time period;

vi. to replace any Hypothecated Receivables that become overdue with current receivables. Such replacement shall be effected within 15 (Fifteen) Business Days of the receivables becoming overdue

f. Eligibility Criteria for the Hypothecated Loan Receivables:

vi. the receivables should be from standard asset portfolio of receivables of the Issuer

vii. the receivables are existing at the time of selection and have not been terminated or pre-paid;

viii. the receivables have not been restructured or rescheduled ix. the retail receivables shall be selected only from those

branches of the Issuer where the percentage of Portfolio at Risk(PAR) > 90 days to Gross Loan Portfolio does not exceed 5.00% (five percent)

x. all “Know Your Customer” norms have been complied with as prescribed by the Reserve Bank of India;

Security Cover

The Issuer shall ensure that the value of Mortgaged and Hypothecated Assets under the DTD cum Mortgage Deed and Deed of Hypothecation shall at all times be equal to at least 1.10 (One decimal point one zero) times of the aggregate amount of the outstanding principal of the Debentures and aggregate amount of the Coupon/ XIRR payable in respect of the Debentures (“Security Cover”).

Execution of Debenture Trust Deed

In the case of failure in the execution of Debenture Trust Deed within 3 months from the closure of the issue, without prejudice to any liability arising on account of violation of the provisions of the Act and Regulations, an interest of Two Percent per annum to the Debenture Holders over and above the applicable Coupon Rate till the execution of Debenture Trust Deed.

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Accelerated Redemption Option

e. Upon occurrence of the following events, the majority Debenture holders i.e. holders of 51% of the outstanding face value of the Debentures (“Majority Debenture Holders”) will have the right to recall the amounts outstanding under the NCDs:

vii. In the event, the Net Debt/ Equity ratio (gearing) goes above 4.25(four decimal point twenty five) times during the tenure of the issue.

viii. In the event, Net NPA of the Issuer is higher than 2% (two per cent), where “Net NPA” shall have the meaning ascribed to the term under the guidelines issued by the Reserve Bank of India.

ix. Credit Rating of the Instrument falls below A- (A minus) by CARE or any other rating agency. For the purposes of this clause, if the Issuer is rated by more than one rating agency, the lowest of all ratings shall be considered.

x. Capital adequacy Ratio (CAR) shall be maintained at minimum 18% during the tenure of NCD out of which Tier 1 CAR shall be at 13% minimum.

xi. In the event, the issuer does not comply with applicable guidelines issued by Reserve Bank of India.

xii. Shareholding of Warbug Pincus Group LLC, along with its affiliates and subsidiaries, falls below 51% (fifty one per cent) of the paid up equity share capital of the Issuer during the tenure of the Debentures.

f. The Issuer to provide information on points (i), & (ii) on a

quarterly basis within 45 (forty five) days of the end of a quarter (in a financial year) and on other points within a day of occurrence.

g. The Issuer will make the payment within 30 (thirty) calendar days without any Default Interest / penalty from the date of exercise of this accelerated redemption option by the Majority Debenture Holders.

h. For the purpose of this clause:

iii. Net Debt would mean the total short term and long-term debt including any obligation under or in relation to any put option or shortfall undertaking, any corporate or financial guarantee minus Cash (excluding cash in escrow or being earmarked for specific purpose)

iv. Equity means the paid-up equity share capital, free

reserves including any positive or negative balances in the

profit and loss account but excluding goodwill and any

revaluation reserves minus intangible assets of the Issuer.

Affirmative Covenants The issuer undertakes:

j. To utilise the proceeds of this issue in accordance with applicable laws and regulations

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k. To comply with corporate governance, fair practices code prescribed by the RBI

l. Notify the Debenture Trustee and the Debenture holders of any potential Event of Default or Event of Default;

m. To obtain, comply with and maintain all licenses / authorizations

n. To provide details of any material litigation, arbitration or administrative proceedings (materiality threshold to be finalized during documentation)

o. To maintain internal control for the purpose of (i) preventing fraud on monies lent by the Company; and (ii) preventing money being used for money laundering or illegal purposes

p. To permit visits and inspection of books of records, documents and accounts to debenture holders as and when required by them

q. To comply with any monitoring and/or servicing requests from Debenture Holders

r. To intimate debenture holder within one working day in case of change in key managerial persons which includes, CEO,CFO, & CXO.

Negative Covenants

The Issuer shall not take any action in relation to the following items/ events, without the prior written approval of Majority Debenture Holders: h. Change in articles of incorporation or organisational

documents in any material way which would pre-judicially affect the interest of the Debenture Holders

i. Undertake any Acquisition or event of Business Restructuring of the Issuer including but not limited to any scheme of merger, demerger, amalgamation, slump sale of assets, arrangement with Creditors or Lenders, compromise or reconstruction

j. Change in promoter, ownership or control, k. Purchase or redeem any of its issued shares or reduce its share

capital l. Change its financial year-end from 31st March (or such other

date as may be approved by Debenture Holders) m. Pay dividend, if an Event of Default has occurred and is

subsisting n. Undertake any major new business outside financial services

or any diversification of its business outside financial services, without approval of Majority Debenture Holders.

Transaction Documents

The debenture trust deed, executed by and between the Company and the Debenture Trustee (“DTD”) k. Signed Disclosure Document including the signed summary

term sheet; l. PAS-4 m. Board Resolution authorizing the issuance of NCDs; n. Shareholders’ Resolution under section 180(1)(c) of the

Companies Act, 2013; o. Rating Letter;

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p. Rating Rationale; q. Debenture Trustee Consent Letter; r. Debenture Trusteeship Agreement; s. In-principle approval from BSE for listing of debentures t. Any other document as agreed between the Issuer and the

Debenture Trustee.

Conditions Precedent to Disbursement

The Issuer shall fulfil the following Conditions Precedent to the satisfaction of the Debenture Trustee and submit documentation where applicable to the Debenture Trustee, prior to the Pay in Date: l. In principle approval from Stock Exchange of listing m. Certified copy of the Memorandum and Articles of Association

of the Issuer; n. Certified true copy of resolution of the Board of Directors

authorizing the issue of the secured Debentures by the Issuer and further authorizing certain persons to finalize the terms and conditions of the such debentures and to take all action in connection with same;

o. Certified true copy of resolution of the shareholders of the Issuer dated September 26, 2019 passed in accordance with Sections 42 and 71 of the New Companies Act;

p. Credit rating letter from CARE assigning a credit rating of CARE A+/ Stable for the Issue of the Debentures;

q. Consent letter from the Debenture Trustee; r. Consent letter from the Registrar to the Issue; s. Agreement between the Debenture Trustee and Issuer; and t. Information Memorandum/ Disclosure Document u. Confirmation that no “Event of default” has occurred and/ or

subsisting. v. Any other documents that may be necessary to carry out the

disbursement;

Condition Subsequent to Disbursement

The Issuer shall: i. Issue Letters of Allotment / Debentures in dematerialized form

to the credit of the demat account (s) of the investor(s) within 2 (two) working days from the Deemed Date of Allotment

j. File a copy of the Form PAS-5 of the PAS Rules in respect of the issue of Debentures with the ROC with fee as provided in Companies (Registration Offices and Fees) Rules, 2014 within a period of 30 (thirty) days of the Deemed Date of Allotment.

k. File a return of allotment of securities under Section 42 of the New Companies Act with the ROC within 30 (thirty) days of allotment in Form PAS-3 of the PAS Rules and with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 along with a complete list of all Debenture Holders

l. Get the Credit Rating of the Debentures reviewed and published at least once within a maximum period of 1 (one) year from the immediately previous review of the credit rating by the same rating agency.

m. Listing to be completed within stipulated timeframe as per

SEBI circular.

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n. Execution of the Debenture Trust cum Mortgage Deed, Deed

of Hypothecation and other relevant Transaction Documents

within timelines as agreed between Issuer and the Debenture

Holders.

o. To create, register and perfect the security over the Mortgaged

and Hypothecated Assets as per the timelines specified in

these terms.

p. The Issuer shall ensure credit of demat account(s) of the

allottee(s) with the number of NCDs allotted within 7 (Seven)

Business Days of the Deemed Date of Allotment

Events of Default

The occurrence of any one of the following events shall constitute an event of default by the Company (“Event of Default”): (j) default is committed in payment of any interest or principal

amount of the NCDs on the due date(s);

(k) default is committed in the performance or observance of any term, covenant, condition, representations or provision contained in the Transaction Documents or these presents and/or the Financial Covenants and Conditions (other than the obligation to pay principal and interest) and, except where the Debenture Trustee certifies that such default is in its opinion incapable of remedy (in which case no notice shall be required), such default continues for thirty days after written notice has been given thereof by the Debenture Trustee to the Company requiring the same to be remedied;

(l) a petition for winding up of the Company have been admitted and an order of a court of competent jurisdiction is made for the winding up of the Company or an effective resolution is passed for the winding up of the Company by the members of the Company is made otherwise than in pursuance of a scheme of amalgamation or reconstruction previously approved in writing by the Debenture Trustee and duly carried out into effect or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its property or any action is taken towards its re-organisation, liquidation or dissolution;

(m) Cross default – Other than default under the present issue, if the issuer is in default under the terms and conditions of any issuances/obligations under other facilities and receives such notice of event of default from such lender/investor, then that shall also constitute an event of default under the present issue as well.

(n) an application is filed by the Company, the financial creditor or

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the operational creditor (as defined under the Insolvency and Bankruptcy Code, 2016, as amended from time to time ) before a National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016, as amended from time to time and the same has been admitted by the National Company Law Tribunal.

(o) the Company without the consent of Debenture holders / Debenture Trustee ceases to carry on its business or gives notice of its intention to do so;

(p) one or more events, conditions or circumstances whether related or not, (including any change in Applicable Law) has occurred or might occur which could collectively or otherwise be expected to affect the ability of the Company to discharge its obligations under this Issue;

(q) A subsidiary or parent company of the issuer has defaulted;

and

(r) There is no material adverse effect and there are no circumstances existing which could give rise, with the passage of time or otherwise, to a material adverse effect on the Issuer.

Material Representations & Warranties

The Issuer (and where applicable its affiliates) shall make representations customary for issuance of this nature, including but not limited to: l. Corporate existence, power and authority; m. Legal validity and binding nature of the transaction; n. Corporate authorizations and consents; o. Non-contravention of constitutional documents and binding

nature of the same; p. No outstanding default or material litigation; q. No violation of law or material agreements; r. No occurrence of a material adverse effect; s. No litigation that may have a material adverse effect on

operation of business; t. No insolvency; u. (Completeness and accuracy of financial statements; v. Fund proceeds under this transaction shall only be applied in

accordance with the end use as stated in this term sheet;

Material Adverse Change

This Term Sheet is subject to, in the opinion of the prospective debenture holders/ investors, d. any material adverse change having occurred in any of the

business, condition (financial operations, of the issuer (and its subsidiaries or parent company) since the last available audited annual report,

e. any material adverse change having occurred in the financial markets in which the issuer and/or its principal assets are located or in the market for loans to and debt securities of India.

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f. any circumstance, change or condition (including the continuation of an existing condition) in the domestic and international commercial bank, loan syndication, financial or capital market, political or economic conditions that, in the opinion of the prospective debenture holders/ investors, would materially affect syndication and conclusion of the Facility;

Clear Market Period

The issuer, till a period of 2 (two) months from the date of allotment will not come out with a fresh debenture issue at a coupon rate/ term that is better than the coupon rate/ terms agreed in this term sheet. If the issuer offers better terms to any other investor within the time period stipulated above then the same terms would be offered to the debenture holders of this issue.

Role and Responsibilities of Debenture Trustee

As per Debenture Trust Deed, Debenture Trustee Agreement and Disclosure Documents.

Governing Law and Jurisdiction

Indian Law & Mumbai.

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ANNEXURE II: RATING LETTER

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RATING RATIONALE CAN BE ACCESSED AT:

http://www.careratings.com/upload/CompanyFiles/PR/Avanse%20Financial%20Services%20Limited-09-

26-2019.pdf

http://www.careratings.com/upload/CompanyFiles/PR/Avanse%20Financial%20Services%20Limited-09-26-2019.pdf

http://www.careratings.com/upload/CompanyFiles/PR/Avanse%20Financial%20Services%20Limited-09-26-2019.pdf

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ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

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ANNEXURE IV: APPLICATION FORM

AVANSE FINANCIAL SERVICES LIMITED CIN - U67120MH1992PLC068060

A public company incorporated under the Companies Act, 1956 Date of Incorporation: 07th Aug 1992

Registered Office: 001 & 002 Fulcrum Building, A Wing, Ground Floor, Next to Hyatt Regency Hotel, Sahar Road, Andheri (East), Mumbai-400099.

Telephone No.: 022-68599999 Fax no.- 022-68599900 Email id: [email protected] Website: www.avanse.com

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

Issue of 100 (One Hundred) Secured, Rated, Listed, Redeemable, Transferable, Non-convertible

Debentures of face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, aggregating Rs.

10,00,00,000/- (Rupees Ten Crores Only) with a Green Shoes option of 1500 (One Thousand and

Five Hundred) Debentures aggregating to Rs. 1,50,00,00,000/- (Rupees One Hundred and Fifty

Crores Only) on a private placement basis (the “Issue”).. We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in the Disclosure Document dated 17th December, 2019 and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of Debentures DEBENTURE SERIES APPLIED FOR: Number of Debentures ______ In words ______________________________ Amount Rs. ____________________________________/-_ in words Rupees _Crores Only_

DETAILS OF PAYMENT: RTGS No. _____________ Drawn on_____________________________________________ Funds transferred to Avanse Financial Services Limited Dated ____________ Total Amount Enclosed (In Figures) _______________ (In words) ______________________________________

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

We request you to please place our name(s) on the Register of Holders. APPLICANT’S ADDRESS

ADDRESS

STREET CITY PIN PHONE FAX


http://www.avanse.com/

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EMAIL ID APPLICANT’S PAN/GIR NO. AAICM0721B IT CIRCLE/WARD/DISTRICT ____ WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

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

DEPOSITORY NSDL ( ) CDSL ( ) DEPOSITORY PARTICIPANT NAME DP-ID BENEFICIARY ACCOUNT NUMBER NAME OF THE APPLICANT(S)

Applicant Bank Account: (Settlement by way of Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT/RTGS/other permitted mechanisms)

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Disclosure Document is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer, and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any. We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form. We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures. We undertake that upon sale or transfer to subsequent investor or transferee (“Transferee”), we shall convey all the terms and conditions contained herein and in this Disclosure Document to such Transferee. In the event of any Transferee (including any intermediate or final holder of the Debentures) suing the Issuer (or any person acting on its or their behalf) we shall indemnify the Issue r(and all such persons acting on its or their behalf) and also hold the Issuer and each of such person harmless in respect of any claim by any Transferee. Applicant’s Signature and Stamp

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ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS

Available on link below- https://www.avanse.com/investors#tab4

https://www.avanse.com/investors#tab4

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ANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS

IN CASE PUT OPTION IS NOT EXERCISED

Date Amount in Rs. Remarks

18-12-2019 10,00,00,000 Principal inflow

18-12-2020 1,14,00,000 Interest outflow



16-12-2022 10,00,00,000 Principal outflow

IN CASE PUT OPTION IS EXERCISED

Date Amount in Rs. Remarks

18-12-2019 10,00,00,000 Principal inflow


18-06-2021 56,84,384 Interest outflow

18-06-2021 9,88,30,000 Principal outflow