exim 2019 - supplemental oc draft (2 jan 2020) · 2020. 6. 18. · supplemental offering circular...

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IMPORTANT NOTICE THIS OFFERING CIRCULAR IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED BELOW) UNDER RULE 144A (AS DEFINED BELOW) OR (2) NON-U.S PERSONS (AS DEFINED IN REGULATION S (AS DEFINED BELOW)), PURCHASING THE SECURITIES OUTSIDE THE UNITED STATES (U.S.) IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S. NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the supplemental offering circular dated 6 January 2020 (together with the offering circular dated July 11, 2019 (the “July Offering Circular”), the “Offering Circular”) following this page, and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of this Offering Circular. In accessing this Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE U.S. OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. ANY INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THE TERMS AND CONDITIONS OF THE SECURITIES AND THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of the Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must be either (1) qualified institutional buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act (“Rule 144A”)) or (2) non-U.S. persons eligible to purchase the securities outside of the U.S. in an offshore transaction in reliance on Regulation S under the Securities Act (“Regulation S”). By accepting the electronic mail and accessing this Offering Circular, you shall be deemed to have represented to us (1) that you and any customers you represent are either (a) QIBs or (b) non-U.S. persons eligible to purchase the securities outside the U.S. in an offshore transaction in reliance on Regulation S under the Securities Act and that the electronic mail address that you gave us and to which this electronic mail has been delivered is not located in the U.S., and (2) that you consent to the delivery of this Offering Circular by electronic transmission. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the

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Page 1: EXIM 2019 - Supplemental OC DRAFT (2 Jan 2020) · 2020. 6. 18. · Supplemental Offering Circular Export-Import Bank Of India (established in the Republic of India under The Export-Import

IMPORTANT NOTICE

THIS OFFERING CIRCULAR IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER

(1) QIBS (AS DEFINED BELOW) UNDER RULE 144A (AS DEFINED BELOW) OR

(2) NON-U.S PERSONS (AS DEFINED IN REGULATION S (AS DEFINED BELOW)), PURCHASING THE SECURITIES OUTSIDE THE UNITED STATES (U.S.) IN AN OFFSHORE

TRANSACTION IN RELIANCE ON REGULATION S. NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the supplemental offering circular dated 6 January 2020 (together with the offering circular dated July 11, 2019 (the “July Offering Circular”), the “Offering Circular”) following this page, and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of this Offering Circular. In accessing this Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE U.S. OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. ANY INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THE TERMS AND CONDITIONS OF THE SECURITIES AND THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.

Confirmation of the Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must be either (1) qualified institutional buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act (“Rule 144A”)) or (2) non-U.S. persons eligible to purchase the securities outside of the U.S. in an offshore transaction in reliance on Regulation S under the Securities Act (“Regulation S”). By accepting the electronic mail and accessing this Offering Circular, you shall be deemed to have represented to us (1) that you and any customers you represent are either (a) QIBs or (b) non-U.S. persons eligible to purchase the securities outside the U.S. in an offshore transaction in reliance on Regulation S under the Securities Act and that the electronic mail address that you gave us and to which this electronic mail has been delivered is not located in the U.S., and (2) that you consent to the delivery of this Offering Circular by electronic transmission.

You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the

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jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Circular to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you are not allowed to purchase any of the securities in this Offering Circular.

The materials relating to any offering of Notes under the Program to which this Offering Circular relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that such offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, such offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.

This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Arrangers or the Dealers (each as defined in this Offering Circular) or any person who controls the Arrangers or the Dealers, any director, officer, employee or agent of the Issuer, the Arrangers or the Dealers, or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any discrepancies between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from any of the Arrangers or the Dealers.

Actions that you may not take: If you receive this document by electronic mail, you should not reply by electronic mail to this document, and you may not purchase any securities by doing so. Any reply by electronic mail communications, including those you generate by using the “Reply” function on your electronic mail software, will be ignored or rejected.

You are responsible for protecting against viruses and other destructive items. Your use of this electronic mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

As per the provisions of applicable Indian regulations, only investors that are residents of Financial Action Task Force (“FATF”) or International Organisation of Securities Commission’s (“IOSCO”) compliant jurisdictions are eligible to purchase the Notes, including Indian Rupee-denominated Notes (“INR Notes”) issued by the Issuer.

Foreign branches / subsidiaries of Indian banks, subject to applicable prudential norms, can participate as arrangers/underwriters/market-makers/traders for INR Notes issued overseas. However, underwriting by foreign branches/subsidiaries of Indian banks for issuances by Indian banks will not be allowed.

This Offering Circular is being sent at your request and by accepting the e-mail and accessing this Offering Circular you shall be deemed to have represented to us that you are a resident of a FATF or an IOSCO compliant jurisdiction.

This Offering Circular has not been and will not be registered, produced or made available to all as an offer document under applicable Indian laws or filed with the Reserve Bank of India (“RBI”) or any other statutory or regulatory body of like nature in India, save and except for any information from any part of this Offering Circular which is mandatorily required to be disclosed or filed in India under any applicable Indian laws.

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Supplemental Offering Circular

Export-Import Bank Of India

(established in the Republic of India under The Export-Import Bank of India Act, 1981)

U.S.$10,000,000,000 Global Medium Term Note Program This Supplemental Offering Circular is supplemental to, and should be read in conjunction with, the Offering Circular dated July 11, 2019 (the “Original Offering Circular” and, together with this Supplemental Offering Circular, the Offering Circular) and all documents which are deemed to be incorporated therein by reference in relation to the U.S.$10,000,000,000 Medium Term Note Program (the “Program”) of Export-Import Bank of India (the “Issuer” or the “Bank”).

Words and expressions defined in the Original Offering Circular shall have the same meanings where used in this Supplemental Offering Circular unless the context otherwise requires or unless otherwise stated herein.

The Issuer accepts responsibility for the information contained in the Offering Circular. Having taken all reasonable care to ensure that such is the case, the information contained in the Offering Circular is, to the best of the Issuer’s knowledge, in accordance with the facts and contains no omission likely to affect its import. The Issuer, having made all reasonable enquiries, confirms that the Offering Circular contains or incorporates all information which is material in the context of the Program and the Notes, that the information contained or incorporated in the Offering Circular is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in the Offering Circular are honestly held and that there are no other facts the omission of which would make the Offering Circular or any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly.

To the fullest extent permitted by law, none of the Arrangers or the Dealers accept any responsibility for the contents of this Offering Circular or for any other statement, made or purported to be made by the Arrangers or a Dealer or on its behalf in connection with the Issue or the issue and offering of any Notes under the Program. The Arrangers and each Dealer accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Offering Circular or any such statement.

The date of this Supplemental Offering Circular is 6 January 2020

Arrangers and Dealers

Barclays Citi

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2

TABLE OF CONTENTS

Page

CAPITALISATION OF THE BANK ................................................................................................................. 3

RECENT DEVELOPMENTS ............................................................................................................................ 4

INDIAN ECONOMIC DATA ...........................................................................................................................13

RECENT POLICY MEASURES TO BOOST GROWTH................................................................................21

RECENT INDIAN REGULATORY DEVELOPMENTS .................................................................................25

INDEX TO FINANCIAL STATEMENTS OF EXPORT-IMPORT BANK OF INDIA.................................. F-1

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CAPITALISATION OF THE BANK

The following table sets forth the capitalization and indebtedness of the Bank as of September 30, 2019. This table should be read in conjunction with the Bank’s financial statements as of September 30, 2019 and the schedules and notes presented elsewhere herein.

As of September 30, 2019

(unaudited)

(Rs.

in million) (U.S.$

in million)(1)

Short-Term Debt(2)(3):

Short-Term Debt (Rupee) .............................................................................. 127,422.27 1,797.85

Short-Term Debt (Foreign Currency) ............................................................ 50,402.75 711.15

Total Short-Term Debts (a) ........................................................................... 177,825.02 2,509.00

Long-Term Debt:

Long-Term Debt (Rupee) .............................................................................. 266,813.88 3,764.57

Long-Term Debt (Foreign Currency) ............................................................ 546,711.54 7,713.74

Total Long-Term Debts (b) ........................................................................... 813,525.42 11,478.31

Total Debt (c) = (a+b)(4) ............................................................................... 991,350.44 13,987.31

Capital and Reserves:

Paid-up Capital .............................................................................................. 133,093.66 1,877.86

Reserve Fund ................................................................................................ 8,155.05 115.06

General Reserve ............................................................................................ 1,955.32 27.59

Special Reserve ............................................................................................. 13,640.00 192.45

Total Capital and Reserves (d) ...................................................................... 156,844.04 2,212.97

Total Capitalization(5) = (b) + (d) .................................................................. 970,369.45 13,691.28

Notes:

(1) For figures as of September 30, 2019, U.S. dollar translations have been made using the exchange rate reported by the Foreign Exchange Dealer’s Association of India on September 30, 2019, which was Rs.70.875=U.S.$1.00.

(2) In case of rupee borrowings, short-term debt relates to debt raised with original maturity up to one year.

(3) In case of foreign currency borrowings, short-term debt is defined as debt raised with original maturity of up to three years.

(4) As of September 30, 2019, the Bank’s total borrowings amounted to Rs. 991,350.44 million (U.S.$ 13,987.31 million).

(5) Capitalization excludes short-term debt.

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RECENT DEVELOPMENTS

Six Months of Fiscal 2020 Performance Highlights

For figures as of and for the six months ended September 30, 2019, U.S. dollar translations have been made using the exchange rate reported by the Foreign Exchange Dealer’s Association of India on September 30, 2019 which was Rs. 70.875=U.S.$1.00.

Net Interest Income Net interest income increased by Rs. 2,206.22 million, or 29.18%, from Rs. 7,561.93 million for the six months ended September 30, 2018 to Rs. 9,768.15 million (U.S.$137.82 million) for the six months ended September 30, 2019, primarily as a result of improved net interest margins, due to a decrease in the interest expenditure resulting from the maturity of high cost swaps.

Non-Interest Income and Expense Non-interest income decreased by Rs. 487.52 million, or 21.09%, from Rs. 2,311.23 million for the six months ended September 30, 2018 to Rs. 1,823.72 million (U.S.$25.73 million) for the six months ended September 30, 2019, primarily as a result of decrease in income on our non-fund based portfolio.

Non-interest expense increased by Rs.153.09 million, or 13.05%, from Rs. 1,173.11 million for the six months ended September 30, 2018 to Rs.1,326.20 million (U.S.$18.71 million) for the six months ended September 30, 2019, primarily as a result of an increase in provisioning requirement arising out of actuarial valuation relating to our employees’ pension fund, due to a decrease in discount rate (G-Sec rate) and an increase in dearness allowance.

Operating Income Operating income (comprising of net interest income and non-interest income) increased by Rs. 1,718.70 million, or 17.41%, from Rs. 9,873.17 million for the six months ended September 30, 2018 to Rs. 11,591.87 million (U.S.$163.55 million) for the six months ended September 30, 2019, primarily as a result of improved net interest margins as described above.

Total Income The Bank’s total income (comprising interest and fee-based income) decreased by Rs. 1,202.29 million, or 2.65%, from Rs. 45,299.20 million for the six months ended September 30, 2018 to Rs. 44,096.91 million (U.S.$622.18 million) for the six months ended September 30, 2019, primarily as a result of reduction in average gross interest earning assets.

Provisions and Contingencies Provisions and contingencies decreased by Rs. 6,045.68 million, or 42.56%, from Rs. 14,206.53 million for the six months ended September 30, 2018 to Rs. 8,160.84 million (U.S.$115.14 million) for the six months ended September 30, 2019, primarily as a result of lower NPA slippages, and write back of mark-to-market provisions on our investment portfolio.

Operating Profit Operating profit (comprising net interest income and non-interest income less operating expenses) increased by Rs. 1,565.61 million, or 18%, from Rs. 8,700.06 million for the six months ended September 30, 2018 to Rs. 10,265.67 million (U.S.$144.84 million) for the six months ended September 30, 2019, primarily as a result of improved net interest margins as described above.

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Net Profit/Loss As a result of the foregoing, the Bank’s net profit amounted to Rs. 607.70 million (U.S.$8.57 million) for the six months ended September 30, 2019 compared to a net loss of Rs. 5,079.25 million for the six months ended September 30, 2018.

Assets Cash and bank balances increased by Rs. 47,040.67 million, or 111.68%, from Rs. 42,119.52 million as of March 31, 2019 to Rs. 89,160.19 million (U.S.$1,257.99 million) as of September 30, 2019, primarily as a result of balances held in bank deposits for immediate debt servicing requirements and treasury management.

Investments (net) decreased by Rs. 201.38 million, or 0.22%, from Rs. 93,273.85 million as of March 31, 2019 to Rs. 93,072.48 million (U.S.$1,313.19 million) as of September 30, 2019, primarily as a result of higher provisions towards non-performing investments.

Loans and advances (net of provisions) increased by Rs. 24,111.66 million, or 2.59%, from Rs. 929,171.51 million as of March 31, 2019 to Rs. 953,283.17 million (U.S.$13,450.20 million) as of September 30, 2019, primarily as a result of an increase in the Bank’s policy business (government directed business).

Bills of exchange and promissory notes discounted/rediscounted increased by Rs. 13,570.00 million, or 193.86%, from Rs. 7,000.00 million as of March 31, 2019 to Rs. 20,570.00 million (U.S.$290.23 million) as of September 30, 2019, primarily as a result of regular business operations.

Fixed assets (net) decreased by Rs. 55.64 million, or 2.44%, from Rs. 2,277.44 million as of March 31, 2019 to Rs. 2,221.80 million (U.S.$31.35 million) as of September 30, 2019, primarily as a result of marginal increase in accumulated depreciation.

Other assets increased by Rs. 3,036.4 million, or 4.19%, from Rs. 72,412.16 million as of March 31, 2019 to Rs. 75,448.50 million (U.S.$1,064.53 million) as of September 30, 2019, primarily as a result of increase in accrued interest on investments.

As a result of the foregoing, the Bank’s total assets increased by Rs. 87,501.65 million, or 7.63%, from Rs. 1,146,254.48 million as of March 31, 2019 to Rs. 1,233,756.13 million (U.S.$17,407.49 million) as of September 30, 2019.

Liabilities Capital increased by Rs. 9,500 million, or 7.69%, from Rs. 123,593.66 million as of March 31, 2019 to Rs. 133,093.66 million (U.S.$ 1,877.86 million) as of September 30, 2019, as a result of capital infusion of Rs.9,500 million by the Government of India.

Reserves remained at Rs. 23,142.67 million (U.S.$326.53 million) as of September 30, 2019. Profit and loss account had a positive balance of Rs. 607.70 million as of September 30, 2019, on account of profit reported by the Bank for half year ended September 30, 2019.

Notes, bonds and debentures increased by Rs. 79,350.89 million, or 10.18%, from Rs. 779,195.63 million as of March 31, 2019 to Rs. 858,546.52 million (U.S.$12,113.53 million) as of September 30, 2019, primarily as a result of an increase in overall borrowings by the Bank.

Deposits decreased by Rs. 159.94 million, or 6.33%, from Rs. 2,527.60 million as of March 31, 2019 to Rs. 2,367.66 million (U.S.$33.41 million) as of September 30, 2019, primarily as a result of repayment of deposit.

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Borrowings decreased by Rs. 10,881.63 million, or 7.70%, from Rs. 141,317.89 million as of March 31, 2019 to Rs. 130,436.26 million (U.S.$1,840.37 million) as of September 30, 2019, primarily as a result of repayment of borrowings.

Current liabilities and provisions for contingencies increased by Rs. 6,033.90 million, or 18.29%, from Rs. 32,992.88 million as of March 31, 2019 to Rs. 39,026.78 million (U.S.$550.64 million) as of September 30, 2019, primarily as a result of an increase in provision for contingencies.

Other liabilities increased by Rs. 3,132.41 million, or 7%, from Rs. 43,402.46 million as of March 31, 2019 to Rs. 46,534.87 million (U.S.$656.58 million) as of September 30, 2019, primarily as a result of increase in other miscellaneous liabilities.

Liquidity

Operating activities The Bank’s operations generated net cash of Rs. 6,177.54 million (U.S.$ 87.16 million) during the six months ended September 30, 2019 as against Rs. 496.01 million during the six months ended September 30, 2018, primarily as a result of higher net interest receipts.

Investing activities The Bank’s investing activities generated net cash of Rs. 817.16 million (U.S.$ 11.53 million) and generated Rs. 4,884.78 million for the six months ended September 30, 2019 and September 30, 2018, respectively, on account of re-investment of proceeds from sale of investments and purchase of fixed assets.

Financing activities Net cash generated from financing activities was Rs. 40,045.96 million (U.S.$ 565.02 million) and used Rs. 20,658.25 million for the six months ended September 30, 2019 and September 30, 2018, respectively, on account of capital infusion by the Government of India and increase in overall borrowings by the Bank.

Other Financial Highlights

Solvency Ratio The solvency ratio is the ratio of capital plus reserves to net NPAs. The solvency ratio of the Bank is as follows:

Financial Year/Period Ratio

FY17 ......................................................................................................................................... 2.50

FY18 ......................................................................................................................................... 2.38

FY19 ......................................................................................................................................... 6.41

6MFY20 .................................................................................................................................... 5.91

Capital Infusion The Government has allotted Rs. 5 billion of capital in FY 17 and in FY 18, Rs. 50 billion in FY 19 and Rs. 15 billion in FY20.

Capital Adequacy

Financial Year/Period CRAR

Tier 1 CRAR

Tier 2 CRAR

FY17 ................................................................................ 15.81% 14.29% 1.52%

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Financial Year/Period CRAR

Tier 1 CRAR

Tier 2 CRAR

FY18 ................................................................................ 10.35% 8.82% 1.53%

FY19 ................................................................................ 19.07% 17.71% 1.36%

6MFY20 ........................................................................... 19.97% 18.79% 1.18%

Total Assets and Loans and Advances (Rs. billion)

Financial Year/Period Total Assets

Total Loan Assets

FY17 ............................................................................................................. 1,172 1,026

FY18 ............................................................................................................. 1,235 1,075

FY19 ............................................................................................................. 1,146 936

6MFY20 ........................................................................................................ 1,234 1,071

Financial Ratios of the Bank

Net Interest Margin for FY 17 was 1.78, 1.46 for FY 18, 1.84 for FY 19 and 1.78 for six months ended September 30, 2019.

Operating Profit for FY 17 was Rs. 24.81 billion, Rs. 19.31 billion for FY 18, Rs. 20.68 billion for FY19 and Rs. 10.27 billion for six months ended September 30, 2019.

Net Interest Income for FY 17 was Rs. 19.39 billion, Rs. 16.52 billion for FY 18, Rs. 19.70 billion for FY19 and Rs. 10.01 billion for six months ended September 30, 2019.

Provisions/write-offs for FY 17 was Rs. 21.68 billion, Rs. 61.61 billion for FY 18, Rs. 18.81 billion for FY19 and Rs. 8.16 billion for six months ended September 30, 2019.

Net Profit/(Loss) after tax for FY 17 was Rs. 0.41 billion, Rs. (29.24) billion for FY 18, Rs. 0.82 billion for FY19 and Rs. 0.61 billion for six months ended September 30, 2019.

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The return on average assets and the return on average equity as on September 30, 2019 was 0.10% and 1.16% respectively.

No significant change Save as disclosed in this Offering Circular, there has been no significant or material adverse change in the Bank’s financial or trading position since 30 September 2019.

Business

Loans and Facilities As of September 30, 2019, the Bank’s outstanding gross loan assets amounted to Rs. 1,071 billion. (U.S.$15.10 billion). Export credit, overseas investment finance, term loan to export oriented units, import finance and export facilitation program accounted for 60.48%, 11.85%, 20.53%, 4.76% and 2.36%, respectively, of the Bank’s outstanding gross loan assets as of September 30, 2019.

As of September 30, 2019, the Bank’s outstanding non-fund-based facilities amounted to Rs. 154 billion (U.S.$ 2.17 billion). Performance guarantees, advance payment guarantees, risk participation, financial guarantees, letters of credits and retention money guarantees and bid bond guarantees accounted for 36.72%, 29.23%, 13.13%, 10.10%, 7.15%, and 2.20% respectively, of the Bank’s outstanding non-fund-based facilities as of September 30, 2019.

As of September 30, 2019, 35.03% of the Bank’s country exposure related to South Asia, 5.46% to Central Africa, 11.63% to East Africa, 9.34% to Southern Africa, 14.61% to West Africa, 6.18% to Southeast Asia and the Pacific, 7.38% to North Africa, 3.08% to Europe, 3.88% to the Americas, 3.37% to West Asia and 0.02% to East Asia.

The following table describes the asset quality of the commercial portfolio of the Bank, which excludes refinancings extended to banks, as of September 30, 2019:

External Ratings

% of Total Commercial

Portfolio

AA & above .............................................................................................................................. 49%

A ................................................................................................................................................ 25%

BBB .......................................................................................................................................... 10%

BB & below .............................................................................................................................. 6%

No Rating .................................................................................................................................. 10%

100%

As of September 30, 2019, the Bank classifies its risk exposure as 49% GOI Risk, 37% secured portfolio of Corporates/Banks and 14% towards corporates unsecured portfolio.

Exim Bank-Business lines The Bank’s business is classified into four categories.

• Medium/Long Term and Short term loans

• Direct and Refinance loans

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• Rupee and Foreign currency loans

• Policy and commercial business.

The following table sets forth the Bank’s loan portfolio under each of the above categories over the periods mentioned:

Medium/ Long term and short term loans

Financial Year/Period

Medium/ Long term

Loans (more than 1 year)

Short term Loans (up to

1 year)

FY17 ............................................................................................................. 81% 19%

FY18 ............................................................................................................. 76% 24%

FY19 ............................................................................................................. 88% 12%

6MFY20 ........................................................................................................ 87% 13%

Direct and Refinance loans Financial Year/Period Direct Refinance

FY17 ............................................................................................................. 86% 14%

FY18 ............................................................................................................. 82% 18%

FY19 ............................................................................................................. 94% 6%

6MFY20 ........................................................................................................ 92% 8%

Rupee and Foreign Currency loans

Financial Year/Period Rupee

Foreign Currency

FY17 ............................................................................................................. 33% 67%

FY18 ............................................................................................................. 31% 69%

FY19 ............................................................................................................. 24% 76%

6MFY20 ........................................................................................................ 27% 73%

Policy (Government Directed) Business and Commercial Business Financial Year/Period Policy Commercial

FY17 ............................................................................................................. 34% 66%

FY18 ............................................................................................................. 36% 64%

FY19 ............................................................................................................. 47% 53%

6MFY20 ........................................................................................................ 49% 51%

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The following table sets forth the Bank’s gross fund-based loans outstanding and gross NPLs as a percentage of gross fund-based loans outstanding, classified by borrower industry or economic activity, as of September 30, 2019:

Industry or Economic Activity(1) % of Total

Gross NPLs as a% of

Gross Loans Outstanding

Financial services .......................................................................................... 9.33 0.00

Ferrous metals and metal processing ............................................................ 4.67 7.35

Oil and gas .................................................................................................... 4.55 22.93

Textiles and garments .................................................................................... 3.63 9.01

Chemicals and dyes ....................................................................................... 3.31 1.75

Petroleum products ....................................................................................... 2.82 0.00

Drugs and Pharmaceuticals ........................................................................... 2.55 2.56

Petrochemicals .............................................................................................. 1.98 3.85

Renewable energy ......................................................................................... 1.65 3.86

EPC Services ................................................................................................. 1.40 8.07

Shipping Services .......................................................................................... 1.37 0.68

Ship building ................................................................................................. 1.37 11.95

Mining and minerals ..................................................................................... 1.06 7.03

Auto and auto components ............................................................................ 1.01 0.41

Others(2) ......................................................................................................... 10.65 20.56

Notes:

(1) The figures in this table exclude advances under lines of credit, buyer’s credit under the National Exports Insurance Account and staff loans which cannot be classified under any particular sector totalling around 49% of gross loans outstanding.

(2) Others include other industries that do not appear in the above list.

Bank’s Asset Quality As of September 30, 2019, the Bank’s Gross NPA Ratio, Net NPA ratio, PCR, Slippage Ratio and Credit Cost Ratio for the last 3 years as of and for the six months ended September 30, 2019 is as follows:

Financial Year/Period

Gross NPARatio

Net NPA Ratio PCR Ratio

SlippageRatio(1)

Credit Cost Ratio(2)

FY17 ................................................................ 9.24% 4.68% 55% 7.02% 2.06%

FY18 ................................................................ 10.37% 3.75% 71% 4.18% 5.52%

FY19 ................................................................ 11.34% 2.44% 85% 2.74% 1.72%

6MFY20 .......................................................... 11.50% 2.72% 83% 1.32% 1.55%

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Notes:

(1) Computed as the ratio of new NPAs during the period to standard assets at the beginning of the year.

(2) Computed as the ratio of the provision for loan loss and contingency to average gross loans.

As of September 30, 2019, the Bank’s credit watch list is Rs. 14.83 billion which includes Infrastructure Leasing & Financial Services (ILFS) group exposure of Rs. 2.26 billion. There can be no assurance that the borrowers of the Bank will be able to meet their obligations under their loans or that the total amounts of the NPAs will not increase. See “Risk Factors” in the Original Offering Circular.

Non-Performing Loans (NPL) As of September 30, 2019, the Bank’s gross NPLs amounted to Rs. 123.09 billion (U.S.$1.74 billion). Segregation of NPAs based on the major lending programmes of the Bank as of September 30, 2019 is as follows:

Lending Programme

% to Total NPL

% of Bank’s Exposure

Overseas investment finance ......................................................................... 43.44 5.00

Term loan to exporters .................................................................................. 28.17 3.24

Export Finance .............................................................................................. 19.15 2.20

Import Finance .............................................................................................. 9.21 1.06

Export Facilitation ......................................................................................... 0.03 0.00

Total .............................................................................................................. 100.00 11.50

Exposure to National Company Law Tribunal Cases Under the Insolvency and Bankruptcy Code, 2016, as amended from time to time (IBC), the National Company Law Tribunal (NCLT) was constituted on June 1, 2016 under Section 408 of the Companies Act, 2013 to be the single adjudicating authority for all corporate default cases, including insolvency resolution and liquidation for corporate persons. Summary of cases under IBC as of September 30, 2019 is as follows:

Particular

OutstandingAmounts Provision(1) %

Net Book Value

Expected Recovery(1)

(Rs. billion)

(A) Exim Loans admitted/ referred to NCLT........................................................... 55.90 83% 9.34 14.03

(B) Guarantors for Exim Loans ................... 33.68 89% 3.59 6.71

Total............................................................. 89.58 86% 12.93 20.74 Note:

(1) The provision and expected recovery in respect of the cases under IBC have been determined based on the Bank’s internal management estimate and are therefore subject to change. Such estimates are based on various key assumptions that may be affected by future market and economic conditions.

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Asset Liability Management

The following table sets forth the maturity profile of the assets and liabilities of the Bank as of September 30, 2019:

Less than orequal to 1

year

More than 1 year and up

to 3 years

More than 3years and

up to 5years

More than 5years and

up to 7years

More than 7 years

(Rs. billion)

Maturing Assets ............................................... 253 240 204 182 267

Maturing Liabilities ......................................... 250 290 230 135 156

As of September 30, 2019, foreign currency resources, Rupee resources, and share capital and reserves constituted 69%, 18% and 13%, respectively, of the Bank’s total lendable resources. As of the same period, foreign currency loan assets, Rupee loan assets and Investment constituted 68%, 24% and 8%, respectively, of the Bank’s total loan assets.

Board of Directors The following are the changes to the Board of Directors:

The term of Mr. Dinabandhu Mohapatra Managing Director and CEO of Bank of India, as a Director of the Board of the Bank ended on July 1, 2019

Mr. Debashish Mallick, the Deputy Managing Director, Export–Import Bank of India completed his term on July 19, 2019.

The term of Mr. Ramesh Abhisheki, Secretary, Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, as Director of the Board of the Bank ended July 31, 2019.

The term of Ms. Geetha Muralidhar, Chairman-cum-Managing Director of ECGC Ltd., as Director of the Board of the Bank ended November 1, 2019.

Mr. Anand Singh Bhal, Senior Economic Adviser, Department for Promotion of Industry and Internal Trade, Ministry of Commerce & Industry is appointed as Director of the Bank with effect from October 10, 2019.

Mr. A.S. Rajeev, MD & CEO, Bank of Maharashtra is appointed as Director of the Bank with effect from November 1, 2019.

Mr. M. Senthilnathan, Chairman-cum-Managing Director of ECGC Ltd., is appointed as Director of the Bank with effect from November 27, 2019.

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INDIAN ECONOMIC DATA

Gross Domestic Product (GDP)

According to the World Economic Outlook’s (WEO) database of the International Monetary Fund (IMF) released in October 2019, India is the fifth largest economy globally in terms of nominal GDP (and the third largest globally when adjusted for purchasing power parity) in 2019, up from being the seventh largest economy globally in 2018. It is projected to become the fifth largest economy based on nominal GDP in 2019. The Ministry of Statistics and Programme Implementation (MOSPI) estimated the GDP growth rate of India for fiscal year 2019 at 6.8%. India has experienced a resilient GDP growth, with an annual average growth rate of 7.5% during fiscal year 2015 to fiscal year 2019. The following chart shows the nominal GDP and real GDP growth of India between fiscal year 2019 along with the sectoral composition:

Sources: Institute of International Finance (IIF) & MOSPI.

According to the MOSPI, the GDP growth for the second quarter (July to September) of the fiscal year 2020 moderated to 4.5% from 5% registered during the first quarter (April to June) of the fiscal year2020 due to slowdown in gross fixed capital formation. The RBI has projected the real GDP growth at 5% during the fiscal year 2020.

The following graph shows the growth of India’s real GDP as compared to China, the United States and the rest of the world for the periods indicated. According to IMF, India’s real GDP grew at a faster rate than China, USA and the world in 2018. In 2019, India’s nominal GDP is projected to remain at U.S.$ 2.9 trillion and U.S.$ 11.3 trillion when measured by purchasing power parity. According to WEO October 2019, India’s economic growth is expected to slow down to 6.1% in 2019 from 6.8% in 2018 mainly due to corporate and environmental regulatory uncertainty, together with concerns about the health of the nonbank financial sector, which weighed on demand.

18.2% 17.7% 17.9% 17.2% 16.1%30.0% 30.0% 29.4% 29.3% 29.6%51.8% 52.3% 52.7% 53.5% 54.3%2043 2148 2287

2626 2779

7.4%8.0% 8.2%

7.2% 6.8%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

0

1000

2000

3000

4000

5000

6000

FY 15 FY 16 FY 17 FY 18 FY 19

(US$

bn)

Agriculture (%) Industry (%) Services (%) Real GDP Growth (%)

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P= Projected Source: IMF World Economic Outlook October 2019

Key Economic Indicators

According to the IIF, general government debt as a percentage of GDP stood at 66.6%, 68.6%, 65.2%, 68.9% and 68.3% for fiscal years 2015, 2016, 2017, 2018 and 2019, respectively, growing at a CAGR of 0.4% during fiscal year 2015 to fiscal year 2019. The following chart shows the general government debt as a percentage of GDP for the periods indicated:

Source: Institute of International Finance (IIF)

According to data from the RBI, consumer price inflation (CPI) (headline) inflation rate was 5.8%, 4.9%, 4.5%, 3.6% and 3.4% for fiscal years 2015, 2016, 2017, 2018 and 2019, respectively. However, core CPI has remained relatively sticky at 5.7%, 4.8%, 4.9%, 4.6% and 5.5% for fiscal years 2015, 2016, 2017, 2018 and 2019, respectively. The policy rate of the RBI, repo rate has been successively reduced from 7.50% in March 2015 to 5.15% in December 2019. The following chart shows co-movement of the CPI (headline and core) and the repo rate for the periods indicated:

7.2% 6.8% 6.1%7.0%

6.8% 6.6% 6.1% 5.8%

2.4% 2.9% 2.4% 2.1%

3.8% 3.6% 3.0% 3.4%

CY 2017 CY 2018 CY 2019 P CY 2020 PIndia China United States World

51.4 51.5 49.6 49.1 48.2

15.2 17.1 15.6 19.8 20.166.6 68.6 65.2 68.9 68.3

FY 1 5 FY 1 6 FY 1 7 FY 1 8 FY 1 9

Centre State

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Source: RBI. The base year for CPI inflation Fiscal 2015-Fiscal 19 is 2012=100

According to the Office of the Economic Adviser, Ministry of Commerce and Industry, India’s gross domestic savings as a percentage of GDP stood at 30.5% in fiscal year 2018 compared to 30.3% in fiscal year 2017. Gross domestic investment as a percentage of GDP was 32.3% in fiscal year 2018 compared to 30.9% in fiscal year 2017. Gross fixed capital formation as a percentage of GDP increased from 28.2% in fiscal year 2017 to 29.3% in fiscal year 2019. Fiscal deficit as a percentage of GDP declined from 3.5% in fiscal year 2017 to 3.4% in fiscal year 2019. Revenue deficit as a percentage of GDP stood at 2.2% in fiscal year 2019 as compared to 2.1% in fiscal year 2017. According to RBI, foreign direct investment inflows increased from U.S.$60.2 billion in fiscal year 2017 to U.S.$ 64.4 billion in fiscal year 2019. The average exchange rate was Rs. 69.92 = U.S.$1.00 in fiscal year 2019 compared to Rs. 67.10 = U.S.$1.00 in fiscal year 2017.

According to RBI, the credit deposit ratio of scheduled commercial banks increased from 73% in fiscal year 2017 to 78.2% in fiscal year 2019. The banking sector capital to risk weighted assets ratio (CRAR) stood at 14.3% in fiscal year 2019 as compared to 13.6% in fiscal year 2017. Net Non-performing Assets (NPAs) of the banking sector as a percentage of gross advances declined from 5.3% in fiscal year 2017 to 3.7% in fiscal year 2019. Provision coverage ratio increased from 43.5% in fiscal year 2017 to 60.5% in fiscal year 2019. The CRAR of the non-banking financial companies stood at 19.5% in fiscal year 2019 as compared to 22.1% in fiscal year 2017. The net NPAs of the NBFCs stood at 3.4% in fiscal year 2019 as compared to 4.4% in fiscal year 2017.

External Sector

According to the Balance of Payments Statistics of RBI current account deficit was U.S.$26.8 billion, U.S.$22.1 billion, U.S.$14.4 billion, U.S.$48.7 billion, U.S.$57.2 billion and U.S.$ 20.4 billion for fiscal years 2015, 2016, 2017, 2018, 2019 and 2020 (April-September), respectively, while the current account deficit as a percentage of GDP was 1.3%, 1.1%, 0.6% 1.9%, 2.1% and 1.5% for fiscal years 2015, 2016, 2017, 2018, 2019 and 2020 (April-September), respectively. The following graph shows the current account deficit of India for the periods indicated:

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Source: Balance of Payment Statistics, RBI

Merchandise Trade Patterns in FY 19

The following charts shows the trends of merchandise trade and services trades as well as India’s export and import patterns for the periods indicated:

Sources: Ministry of Commerce and Industry (MOCI), GoI & RBI

Source: Ministry of Commerce and Industry (MOCI), GoI

-14.4-48.7 -57.2

-20.4

-0.6%-1.9% -2.1%

-1.5%

-3.5%

-1.5%

0.5%

2.5%

-250.0

-150.0

-50.0

50.0

150.0FY17 FY18 FY19 FY 20 (Apr-Sep)

(US$

bn)

Trade Deficit Services Surplus Primary IncomeSecondary Income Current Account Deficit CAD (% of GDP)

439 499 538

308

480584 639

360163 195 208

186

96 118126

285

FY17 FY18 FY19 FY 20 (Apr-Oct)

(US$

bn)

Services Exports Services ImportsMerchandise Exports Merchandise Imports

276 384466

330304513

12275

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Services Trade Pattern in FY 19

Source: Balance of Payment Statistics, RBI

Major Trading Partners

The following chart show the direction of India’s merchandise trade illustrating the major trading partners:

Source: Ministry of Commerce and Industry (MOCI)

The following chart shows the major export destinations of India in fiscal year 2019:

88 87

60

34 31 28 24 24 21 21 19 18 17 17 17

17

-54

0.3

-23

-5 -5

-21 -6 -1

2

-11

-17 -8 -4

-4

-10

(US$

bn)

Total Trade Trade Balance

Chin

a

USA

UA

E

IraqSi

ngap

ore

Hong

Kon

g

Saud

iAra

bia

Ger

man

y

Iran

Bel

gium

Mal

aysia

Japa

n

Switz

erla

nd

Indo

nesia

Rep.

of K

orea

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India’s Export Markets

Source: Ministry of Commerce and Industry (MOCI), GoI

India’s Import Sources

The following chart shows the major import sources for India during fiscal year 2019:

Source: Ministry of Commerce and Industry (MOCI)

Regional Trade Direction

Source: Ministry of Commerce and Industry (MOCI)

2%3%3%3%3%

4%4%

5%9%

16%

NepalNetherlands

GermanyBangladesh

UKSingapore

Hong KongChinaUAEUSA

3%3%3%

4%4%

4%6%

6%7%

14%

IndonesiaSingapore

Rep. of KoreaHong KongSwitzerland

IraqSaudi Arabia

UAEUSA

China

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According to the MOCI and the IIF, merchandise trade (exports plus imports) as a percentage of GDP was 30.3% in fiscal 2019. According to the World Trade Organization, India’s share in global merchandise trade stood at 2.1% in 2018. In 2018, India emerged as the 18th largest merchandise exporter, accounting for 1.7% of global merchandise exports, and the 8th largest exporter of services, accounting for 3.5% of global services exports.

External Debt and External Reserves

According to the RBI and Ministry of Finance, in fiscal years 2015, 2016, 2017, 2018, 2019 and 2020 (as of September 2019), India’s external debt stood at U.S.$474.7 billion, U.S.$484.8 billion, U.S.$471.3 billion, U.S.$529.7 billion, U.S.$543.2 billion and U.S.$557.5 billion, respectively. Foreign exchange reserve as a percentage of external debt was 72.0%, 74.3%, 78.5%, 80.1%, 76.0% and 77.8% in fiscal years 2015, 2016, 2017, 2018, 2019 and 2020 (as on June 2019), respectively. In fiscal years 2015, 2016, 2017, 2018, 2019 and 2020 (as on September 2019) foreign currency assets as a percentage of external debt was 66.8%, 69.3%, 73.5%, 75.4%, 71% and 72.1%, respectively. Foreign currency assets as a percentage of short-term debt (original maturity) was 371.1%, 403.1%, 393.1%, 390.8%, 355.5% and 368.5%, in fiscal years 2015, 2016, 2017, 2018, 2019 and 2020 (as on September 2019), respectively. Foreign currency assets as a percentage of short-term debt (residual maturity) was 175.0%, 162.4%, 176.6%, 179.5%, 163.9% and 168.1%, in fiscal years 2015, 2016, 2017, 2018, 2019 and 2020 (as on September 2019), respectively. As a percentage of foreign exchange reserves, volatile capital flows (which includes cumulative portfolio inflows and short-term debt) was 92.3%, 87.1%, 88.1%, 85.3% and 88.7%, , for fiscal years 2015, 2016, 2017, 2018 and 2019 , respectively.

Note: * Short-term debt with residual maturity Source: RBI/Ministry of Finance, Government of India

The following charts set forth information about India’s external debt and foreign exchange reserve portfolios for FY 19:

38%

24%

20%

11%5% 2%

Commercial Borrowings

Short Term

Non Resident

Multilateral

Bilateral

Trade Credit

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Source: RBI/Ministry of Finance, Government of India

93%

6% 1%

FC Assets

Gold

SDRs / Reserve Tranche

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RECENT POLICY MEASURES TO BOOST GROWTH

The following are select measures announced by the government to boost consumption demand:

Automotive Sector

• BS IV vehicles purchased up to March 31, 2020 are to remain operational for the entire period of registration.

• The revision of one time registration fees deferred up to June 2020.

• The rate of depreciation on all vehicles (acquired until March 31, 2020) increased to 30%.

• Both electric vehicles (“EVs”) and internal combustion vehicles (“ICVs”) will continue to be registered.

• The Government to focus on setting up infrastructure for development of ancillaries and components including batteries for export.

• The ban on purchase of new vehicles for replacing all old vehicles by government departments to be lifted.

Housing Sector

• The easing of External Commercial Borrowing (“ECB”) guidelines for Housing Finance Companies for low-cost affordable housing projects is expected to facilitate financing for eligible borrowers under Pradhan Mantri Awas Yojana (Housing for All).

• The interest rate on House Building Advance will be lowered and linked to 10 Year G Sec Yields.

• A stimulus package of Rs. 25,000 crore announced to provide priority debt financing for the completion of stalled housing projects in the Affordable and Middle-Income Housing sector.

Infrastructure

• National Infrastructure Pipeline (NIP) was launched for developing modern infrastructure during the fiscals 2020 to 2025 with projects worth of Rs 102 trillion identified across 23 sectors including energy, roads, urban development and railways.

• Delayed Payments from Government/Central Public Sector Enterprises (CPSEs) to be monitored by the Department of Expenditure.

Corporate Affairs and MSMEs

• One day required for the incorporation of a company at the Central Registration Centre.

• Amendment to MSME Act to enable a single definition to be considered.

• UK Sinha Committee recommendations on ease of credit, marketing, technology, delayed payments and others to be considered.

• Banks to issue improved transparent One Time Settlement policy to benefit MSME and retail borrowers in settling their overdue payments for improved transparency.

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Banks/NBFCs/Amalgamation of Banks

• Upfront release of Rs. 700 billion (announced in Budget), providing additional lending and liquidity of Rs. 5 trillion to public sector banks (PSBs).

• Reduced EMI for housing loans, vehicle and other retail loans by directly linking repossession rate to interest rates, and industry working capital loans to also become less expensive.

• Partial Credit Guarantee scheme for purchase of pooled assets of NBFCs/ housing finance companies (HFCs) up to Rs. 1,000 billion.

• Additional liquidity support of Rs. 200 billion to NBFCs/HFCs by National Housing Bank (NHB) thereby increasing it to Rs. 300 billion.

• Amalgamating Banks to have enhanced capacity to increase flow of credit; strong national presence and global reach; increased operational efficiency; enhanced risk appetite with thrust on NextGen technology; and better ability to raise resources from markets.

• Capital infusion of Rs. 552.5 billion announced for amalgamating banks to boost credit growth.

• Revision of Liquidity Coverage Ratio (“LCR”) requirement for NBFCs with assets of Rs. 10,000 crores and above; minimum High Quality Liquid Asset (“HQLA”) to be at 50% of LCR from December 1, 2020, progressively reaching up to 100% by December 1, 2024.

Capital & Financial Markets

• Enhanced surcharge withdrawn on long term and short term capital gains arising from sale of equity in a company, a unit of an equity oriented fund or a unit of a business trust liable for securities transaction tax, thus ensuring the flow of funds from domestic investors and FPIs.

• The Government to take further action on the development of credit default swap markets in consultation with RBI and SEBI.

• The Ministry of Finance to work with RBI to make it more conducive for investors and bond issuers, as well as facilitate increased trading

• The Government has amended the Companies (Share capital and Debenture rules) 2014 to remove the requirement for creation of a Debenture Redemption Reserve (“DRR”) of outstanding debentures in respect of listed companies, NBFCs and for HFCs.

• Establishment of an organisation to provide credit enhancement for infrastructure and housing projects proposed, in order to improve access to long term finance.

Tax Incentives

• The corporate tax rate reduced to 22% (effective rate of 25.17% including surcharge and cess) from 30% for companies not seeking any incentives/ exemptions. These companies are also not required to pay Minimum Alternate Tax (“MAT”).

• Fresh investments by a domestic manufacturing firm incorporated on or before October 1, 2019 to be taxed at only 15% (effective rate of 17.01% including surcharge & cess), reduced from 25%, provided production commences before March 31, 2023.

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• Companies that opt out of concessional tax regime and avail the tax exemption and incentive to pay pre-amended rates, can opt for concessions after expiry of tax holiday.

• MAT reduced to 15% from 18.5% for companies availing exemptions.

Export Promotion Measures

Select recent policy initiatives by the Government of India for promoting exports are as follows:

• Remission of Duties or Taxes on Export Products (RoDTEP): A new scheme replacing the Merchandise Exports from India scheme (MEIS) for all exported goods is to be effective from January 1, 2020. Further, it was also clarified that the existing support given to garments exports through either the MEIS or Rebate of State and Central Taxes and Levies (RoSCTL) scheme will continue till December 31, 2019. This scheme is expected to more than adequately incentivise exporters compared to all existing schemes together.

• Electronic refund route for Input Tax Credits (ITC) in GST: Fully electronic refund module for quick and automated refund of ITC is launched. This is expected to monitor and reduce the lock up of funds.

• Increasing Export Finance: ECGC is expected to expand the scope of Export Credit Insurance Scheme (ECIS) by offering higher insurance cover to banks lending working capital for exports. Premium incidence for MSMEs is also to be moderated suitably. The government will provide Rs. 1700 crore annually in this regard. The government also announced that an additional Rs. 36,000 crore to Rs. 68,000 crore will be made available to banks for lending to the export sector as part of an update to the priority sector lending (PSL) norms. Further, data on export finance is to be regularly monitored by an inter-ministerial working group under the Department of Commerce. It will track the disbursement of export credit through a public dashboard, reviewed with the help of trade institutions.

• Reducing turnaround time for exports: The government has a broad plan to leverage technology to reduce turnaround time for exports though seamless process digitization of all export clearances (port/airport/customs, etc) and elimination of offline/manual services, which is to be implemented by December 2019.

• Annual Mega Shopping Festivals: By March, 2020, the Government will hold Annual Mega Shopping Festivals in four cities with a focus on gems and jewellery, handicrafts, yoga, tourism, textiles and leather sectors.

• Free Trade Agreement (FTA) utilization mission: An FTA Utilisation Mission has been envisaged to coach exporters on how to better use the concessional tariffs currently available to India as part of signed FTAS. This mission is expected to be working in tandem with the Federation of Indian Export Organisations (FIEO) and the 32 export promotion councils of the Ministry of Commerce.

• Online origin management system: An online origin management system has been launched by the Directorate General of Foreign Trade to help exporters obtain certificates of origin (COO) under rules of origin.

• Time bound adoption of mandatory technical standards: To weed out sub-standard imports as well as improve the quality of India’s own exports, a working group in the Ministry of Commerce is to be set up to lay out the timeline for adopting better standards.

• Handicraft industry: To enable the handicraft industry to better access the e-commerce market, a mass enrolment of artisans into a program to better prepare them for the digital era has also been announced.

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Foreign Direct Investment (FDI)

Select recent policy initiatives to promote FDI include, sourcing norms for single brand retail trade, opening up the digital media industry, liberalising FDI in coal sector, and contract manufacturing, among others, described as follows:

• Single Brand Retail Trading (SBRT): Local sourcing norms for FDI in SBRT was relaxed in the Union Budget 2019-20, resulting in greater flexibility and ease of operations for SBRT entities, besides creating a level playing field for companies. In addition, permitting online sales prior to opening of brick and mortar stores was also announced. This, in particular, makes India’s FDI policy in sync with current market practices. Online sales will also lead to creation of jobs in logistics, digital payments, customer care, training and product skilling.

• Digital Media: The extant FDI policy provides for 49% FDI under approval route in Up-linking of ‘News &Current Affairs’ TV Channels. The recent revision also permits 26% FDI under government route for uploading/ streaming of News & Current Affairs through Digital Media, on the lines of print media.

• Contract Manufacturing: The extant FDI policy provides for 100% FDI under automatic route in manufacturing sector. However, there was no specific provision for Contract Manufacturing in that Policy. In order to provide clarity on contract manufacturing, 100% FDI under automatic route is now allowed in contract manufacturing.

• Coal Mining: 100% FDI under automatic route for sale of coal, for coal mining activities including associated processing infrastructure has been permitted, subject to provisions of Coal Mines (special provisions) Act, 2015 and the Mines and Minerals (development and regulation) Act, 1957 as amended from time to time, and other relevant acts on the subject. ‘Associated Processing Infrastructure’ would include coal washery, crushing, coal handling, and separation (magnetic and non-magnetic). Although the sector was previously completely open to FDI, it was restricted to certain norms for sale of coal.

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A40707263 25

RECENT INDIAN REGULATORY DEVELOPMENTS

In the section titled “Supervision and Regulation: ECB Guidelines of India”, the following paragraph shall be introduced at the end of the above-mentioned section.

ECB Guidelines of India (“ECBs”)

The RBI has issued a circular on July 30, 2019 in relation to “External Commercial Borrowings (ECB) Policy – Rationalization of End-use Provisions” with a view to liberalize the end-use restrictions under the ECB Guidelines. The circular has modified the end-use restrictions such that the proceeds of ECB can be used towards working capital purposes and general corporate purposes, provided that the minimum average maturity period (“MAMP”) of such ECB is at least 10 years.

In addition to the above, ECBs with a MAMP of seven years can also be availed by eligible borrowers (including NBFCs) for repayment of rupee loans availed domestically for capital expenditure. Further, the proceeds of ECB can now be used by eligible borrowers (including NBFCs) for repayment of rupee loans availed for purposes other than capital expenditure and for on-lending by NBFCs for the same purpose subject to compliance with MAMP of at least 10 years. No call and put option, if any, can be exercised prior to the expiry of the MAMP.

The circular also permits eligible corporate borrowers to avail ECBs for (i) repayment of rupee loans availed domestically for capital expenditure in manufacturing and infrastructure sectors if such loans are classified as special mention account category 2 or as non-performing assets under a one-time settlement; and (ii) Indian banks to sell, by means of assignment, such loans as mentioned above, to eligible ECB lenders, provided that the resultant ECB from such offshore lender complies with the all-in-cost, MAMP and other relevant norms of the ECB framework.

The liberalised provisions have also been incorporated in the Master Direction on External Commercial Borrowings, Trade Credits and Structured Obligations dated March 26, 2019 issued by the RBI.

In the section titled “The Insolvency and Bankruptcy Code, 2016", the following paragraph shall be introduced at the end of the above-mentioned section:

The Insolvency and Bankruptcy Code, 2016

The Indian Parliament further enacted the Insolvency and Bankruptcy Code (Amendment) Act, 2019 (“Amendment Act, 2019”) which came into force on August 16, 2019. This amendment revised the time-limit of the resolution process. Previously, the IBC stated that the insolvency resolution process must be completed within 180 days, extendable by a period of up to 90 days. The Amendment Act, 2019, further states that the resolution process must be completed within 330 days. This includes the time for any extension granted and the time taken in legal proceedings in relation to the process. It further states that if any case is pending for over 330 days, it must be resolved within 90 days.

The previous provisions of IBC specify that, in certain cases, when the debt is owed to a class of creditors beyond a specified number, the financial creditors will be represented on the committee of creditors by an authorised representative. These representatives will vote on behalf of the financial creditors as per instructions received from them. The Amendment Act, 2019 states that such representative will vote based on the decision taken by a majority of the voting share (i.e., 50%) of the creditors that they represent.

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A40707263 26

Section 30(2)(b) of the IBC specifies that at the resolution plan stage, payment to operational creditors shall not be less than the amount to be paid to them in the event of liquidation of the corporate debtor. At the liquidation stage, the order of payments is specified in section 53(1) of the IBC – insolvency process costs, dues of workmen, secured creditors, unsecured creditors, statutory dues and then operational creditors.

The amended section 30(2)(b) of the IBC is substituted to specify that payments to operational creditors for their debt would be in a manner specified by the Insolvency and Bankruptcy Board of India (IBBI) but shall not be less than: (i) the amount to be paid to such creditors in the event of liquidation of the corporate debtor or (ii) the amount that would have been paid to such creditors if the distribution was done based on the priority under Section 53(1) of the IBC, whichever is higher.

Further, the amendment provides that payments to dissenting financial creditors shall be decided as per regulations of the IBBI, but it shall not be less than the amount due to them in accordance with hierarchy specified at the liquidation stage.

The Ministry of Corporate Affairs ("MCA") vide its press release dated November 15, 2019 has notified the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019 ("Rules").

The Rules provide a framework for the insolvency and liquidation proceedings of systematically important Financial Service Providers ("FSPs") excluding banks. Section 227 of the IBC enables the Government of India to notify, in consultation with the financial sector regulators, FSPs or categories of FSPs for the purpose of insolvency and liquidation proceedings, in such manner as may be prescribed. The Rules, therefore, will apply to such FSPs or categories of FSPs as will be notified under Section 227 of the Code.

In furtherance to the above notification, the MCA issued a notification on November 18, 2019 with respect to the applicability of the Rules to NBFCs (including housing finance companies) as a class of FSPs, having asset size of Rs. 500,00,00,000/- (Rupees Five Hundred Crore) or more, as per last audited balance sheet. The November 18th notification has designated the RBI as the appropriate regulator in this regard.

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A40707263 F-1

INDEX TO FINANCIAL STATEMENTS OF EXPORT-IMPORT BANK OF INDIA

General Fund

Reviewed financial statements of the Bank as of and for the six months ended September 30, 2019 Report of the Auditors dated November 19, 2019 ..................................................................... F-2

Balance Sheet as of September 30, 2019 .................................................................................. F-3

Profit and Loss Account for six months ended September 30, 2019 ......................................... F-5

Schedules to the Balance Sheet as of September 30, 2019 ....................................................... F-6

Export Development Fund

Reviewed financial statements of the Bank as of and for the six months ended September 30, 2019 Report of the Auditors dated November 19, 2019 ..................................................................... F-11

Balance Sheet as of September 30, 2019 .................................................................................. F-12

Profit and Loss Account for six months ended September 30, 2019 ......................................... F-14

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F-2

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F-3

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F-4

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F-5

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F-6

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F-7

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F-8

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F-9

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F-10

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F-11

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F-12

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F-13

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F-14

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THE ISSUER EXPORT-IMPORT BANK OF INDIA

Head Office/Registered Office Centre One Building, Floor 21

World Trade Centre Complex Cuffe Parade Mumbai 400 005 Republic of India

London Branch 5th Floor, 35 King Street

London EC2V 8BB United Kingdom

DEALERS

Barclays Bank PLC 5 The North Colonnade Canary Wharf

London E14 4BB United Kingdom

Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf

London E14 5LB United Kingdom

LEGAL ADVISERS

To the Issuer as to English and United States law To the Issuer as to Indian law

Linklaters Singapore Pte. Ltd. One George Street #17-01

Singapore 049145

J. Sagar Associates Vakils House 18 Sprott Road

Ballard Estate Mumbai 400 001 Republic of India

To the Dealers as to English and United States law To the Dealers as to Indian law

Clifford Chance Pte Ltd Marina Bay Financial Centre

25th Floor, Tower 3 12 Marina Boulevard

Singapore 018982

Cyril Amarchand Mangaldas V Floor, Peninsula Chambers

Peninsula Corporate Park Ganpatrao Kadam Marg

Lower Parel Mumbai 400 013

India

TRUSTEE REGISTRAR

Citicorp Trustee Company Limited Citigroup Centre

Canada Square Canary Wharf London E14 5LB United Kingdom

Citigroup Global Markets Europe AG Reuterweg 16

60323 Frankfurt Germany

PRINCIPAL PAYING AGENT, EXCHANGE AGENT AND TRANSFER AGENT

Citibank, N.A., London Branch North Wall Quay

Dublin 1 Ireland

AUDITOR

M/S JCR & Co. Level III, Raval House

18th Road, Khar W Mumbai 400052

India