INDIABULLS RURAL FINANCE PRIVATE LIMITED

CIN: U74140MH1993PTC074596

(A Private Limited Company incorporated under the Companies Act, 1956)

Registered Office: Indiabulls Finance Centre, Tower-1, 10th

Floor CS 612/613, S.B. Marg, Elphinstone Mumbai –

400013, Maharashtra, India

Email: helpdesk@indiabulls.com

Tel: 0124-6681199. Fax 0124-6681111

Website: https://indiabullsruralfinance.com

Compliance Officer: Mr. Chandra Shekher Joshi; E-mail: Chandra.joshi@indiabulls.com

Chief Financial Officer: Mr. Manish Khandelwal; E-mail: khandelwal.manish@indiabulls.com

DISCLOSURE IN ACCORDANCE WITH REGULATION 5(2) (B) OF SEBI (ISSUE AND LISTING OF DEBT

SECURITIES) REGULATIONS, 2008 AS AMENDED

Disclosure Document for issue by way of private placement by Indiabulls Rural Finance Private Limited (―IBRFPL‖ or the

―Company‖ or the ―Issuer‖) of 10.50 % p.a. Secured, Redeemable, Non-Convertible Debentures (―Debentures‖ or ―NCDs‖) of the

face value of Rs. 10,00,000 each, for cash aggregating to Rs. 50 crores along with a green shoe option to over-allot NCDs

aggregating up to Rs. 50 crores (the ―Issue‖).

BACKGROUND

This disclosure document is related to the Debentures to be issued by the Issuer on a private placement basis and contains relevant

information and disclosures required for the purpose of issuing the Debentures (―Information Memorandum‖ or the ―Disclosure

Document‖). The issue of Debentures described under this Information Memorandum has been authorised by a resolution passed by

the Board of Directors of the Issuer on March 20, 2020.

GENERAL RISKS

Investors are advised to read the Risk Factors carefully before taking an investment decision in this offering. For taking an

investment decision the investor must rely on their examination of the offer or and the offer including the risks involved. The Issue

of Debentures has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee

the accuracy or adequacy of this document.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Disclosure Document contains

information with regard to the Issuer and the Issue, which is material in the context of the issue, that the information contained in the

Disclosure Document is true and correct in all material aspects 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 make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

“IVR A/ Stable Outlook” by Infomerics Valuation and Rating Private Limited and “BWR A (Stable)” by Brickwork Ratings

India Private Limited for the debt to be raised. Rating letter from the credit rating agencies are attached as Annexure I. The rating

does not imply a recommendation to buy, sell or hold Securities and investors should take their own decision. The rating may be

subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of

any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to

suspend, withdraw the rating at any time on the basis of new information etc.

LISTING

The Secured Redeemable Non-Convertible Debentures are proposed to be listed on the WDM segment of the National Stock

Exchange of India Limited (―NSE‖) and BSE Limited (―BSE‖). The Issue would be under the electronic book mechanism for

issuance of debt securities on private placement basis as per the Securities and Exchange Board of India (―SEBI‖) circular no.

SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018 any amendments thereto (―SEBI EBP Circular‖) read with the ―Updated

Operational Guidelines for issuance of Securities on Private Placement basis through an (―Electronic Book Mechanism‖) issued by

BSE vide their Notice no. 20180928-24 dated September 28, 2019 and any amendments thereto (―BSE EBP Guidelines‖), together

with the SEBI EBP Circular referred to as the ―Operational Guidelines‖). The Company intends to use the BSE Bond – EBP

platform (as defined in the section titled ―Definitions‖) for the Issue.

REGISTRAR TO THE ISSUE

KFin Technologies Private Limited

Karvy Selenium Tower B, Plot No – 31 & 32,

Financial District, Nanakramguda, Serilingampally

Hyderabad Rangareddy, Telangana– 500 032

Phone No: +91 40 6716 2222

Fax No.: +91 40 2343 1551

DEBENTURE TRUSTEE

IDBI Trusteeship Services Limited

Asian Building, Ground Floor,

17, R. Kamani Marg, Ballard Estate,

Mumbai – 400 001

Telephone No.: +91 22 40807018

Fax.: +91 22 66311776

Private & Confidential – For Private Circulation Only

(This Disclosure Document is neither a Prospectus nor a Statement in Lieu of

Prospectus). This Disclosure Document prepared in conformity with Securities

and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008 and the Companies Act, 2013 read with the Companies (Prospectus and

Allotment of Securities) Rules, 2014.

Disclosure Document

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2

ISSUE PROGRAMME

Issue Opens on Issue Closure Date Pay-In Date and Allotment Date

25th June 2020 25th June 2020 26th June 2020 # The Issuer reserves the right to change the Issue closing date and in such an event, the Date of Allotment for the

Debentures may also be revised by the issuer at its sole and absolute discretion.

Disclosure Document

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3

DISCLAIMER

This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus. The issue of Debentures to be

listed on the WDM segment of NSE and BSE is being made strictly on a private placement basis. This Disclosure

Document is not intended to be circulated to more than 49 (forty-nine) persons. Multiple copies hereof given to the same

entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be

deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Disclosure

Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act, 2013.

This Disclosure Document has been prepared in conformity with the SEBI (Issue and Listing of Debt Securities)

Regulations, 2008, as amended. Therefore, as per the applicable provisions, copy of this Disclosure Document has not

been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private

placement basis, the provisions of Part I of Chapter II of the Companies Act, 2013 shall not be applicable and

accordingly, a copy of this Disclosure Document has not been filed with the Registrar of Companies or the SEBI.

This Disclosure Document has been prepared to provide general information about the Issuer to potential 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 potential investor may require. 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 a recommendation to purchase

any Debentures. Each investor contemplating purchasing 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 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 information that is material in the context of the Issue and sale of the Debentures, is

accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material

fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading.

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.

This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been

addressed directly and specifically through a communication by the Company 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 are intended to be used

only by those 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 persons other than those to whom application forms along with this Information

Memorandum being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the

Information Memorandum has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding the contents of

this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public

or to a third party regarding the contents without the consent of the Issuer.

Each person receiving this Disclosure Document acknowledges that:

Such person has been afforded an opportunity to request and to review and has received all additional information

considered by it to be necessary to verify the accuracy of or to supplement the information herein; and such person has not

relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the

accuracy of such information or its investment decision.

The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the

Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming

its accuracy with the Issuer.

Disclosure Document

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4

Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder 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 Information Memorandum / Disclosure Document 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 in any jurisdiction where such action is required. The

distribution of this Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain

jurisdictions. Persons into whose possession this Information Memorandum comes are required to inform themselves

about and to observe any such restrictions. The Disclosure Document is made available to investors in the Issue on the

strict understanding that the contents hereof are strictly confidential.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document for issuance of Debentures aggregating to Rs. 50 crores, along with a

green shoe option to over-allot NCDs aggregating up to Rs. 50 crores on a private placement basis has been submitted to

the Stock Exchange for hosting the same on its website.

As per the provisions of the SEBI Debt Regulations, a copy of this Disclosure Document has not been filed with or

submitted to SEBI. It is distinctly understood that this Disclosure Document should not in any way be deemed or

construed that the same has been approved or vetted by SEBI. SEBI does not take any responsibility either for the

financial soundness of any scheme or the project for which the Issue is proposed to be made or for the correctness of the

statements made or opinions expressed in this Disclosure Document.

It is to be distinctly understood that such submission of the document with Exchange or hosting the same on its website

should not in any way be deemed or construed that the document has been cleared or approved by the Stock Exchanges;

nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this

document; nor does it warrant that this Issuer‘s securities will be listed or continue to be listed on the Stock Exchanges;

nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any

scheme or project of the company. Every person who desires to apply for or otherwise acquire any securities of this Issuer

may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Stock

Exchanges whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with

such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason

whatsoever. The Board of Directors of the Company have certified that the disclosures made in this Disclosure Document

are adequate and in conformity with the SEBI Debt Regulations, for the time being in force. This requirement is to

facilitate investors to take an informed decision for making an investment in the proposed Issue.

RBI DISCLAIMER CLAUSE

The Company has obtained a certificate of registration dated February 5, 2004 bearing registration no. B-13.01706 issued

by the RBI, which was further renewed on April 24, 2019, to carry on the activities of an NBFC under section 45 IA of the

RBI Act, 1934. However, a copy of this Disclosure Document has not been filed with or submitted to the Reserve Bank of

India (―RBI‖). It is distinctly understood that this Disclosure Document should not in any way be deemed or construed to

be approved or vetted by RBI. RBI does not accept any responsibility or guarantee about the present position as to the

financial soundness of the Issuer or for the correctness of any of the statements or representations made or opinions

expressed by the Issuer and for discharge of liability by the Issuer. By issuing the aforesaid certificate of registration dated

February 5, 2004 and April 24, 2019 to the Issuer, RBI neither accepts any responsibility nor guarantee for the payment of

any amount due to any investor in respect of the NCDs.

DISCLAIMER OF THE SEBI

As per the provisions of the applicable SEBI regulations, a copy of this Information Memorandum is not required to be

filed with or submitted to SEBI for its observations or approval. Accordingly, it is to be distinctly understood that this

Information Memorandum should not in any way be deemed or construed to have been approved or vetted 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 Information

Memorandum.

Disclosure Document

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DEFINITIONS AND ABBREVIATIONS

In this Disclosure Document, unless the context otherwise requires, the terms defined, and abbreviations expanded below

shall have the same meaning as stated in this section. References to statutes, rules, regulations, guidelines and policies will

be deemed to include all amendments and modifications notified thereto.

Words denoting singular number shall include plural number and vice versa. Words denoting any gender shall include any

other gender. Words denoting persons shall include companies and bodies corporate.

Term Description

Applicable Law Any statute, national, state, provincial, local, municipal, foreign, international, multinational or other

law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any

Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or

any similar form of decision of or determination by, or any interpretation or administration having the

force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter

in question, whether in effect as of the date of this Disclosure Document or at any time thereafter in

India

Articles/ Articles of

Association/AoA

Articles of Association of the Company

AUM Asset Under Management

Board/ Board of Directors Board of Directors of the Company or a duly constituted committee thereof

Brickwork Ratings Brickwork Ratings India Private Limited

BSE BSE Limited

BSE BOND-EBP Platform Electronic Book Provider Platform of BSE for issuance of debt securities on private placement basis

Business Day A day (except for a Saturday or Sunday) on which commercial banks are open for general business in

Mumbai (Maharashtra)

CDSL Central Depository Services (India) Limited

Companies Act, 1956 Companies Act, 1956, as amended and as applicable

Companies Act, 2013 The Companies Act, 2013, as amended

Corporate Office(s) ―Indiabulls House‖, 448-451, Udyog Vihar, Phase V, Gurugram-122016, Haryana

CRAR Capital to Risk-Weighted Assets Ratio

Debenture holders Person(s) holding the Debenture(s) and whose name(s) is recorded as ―Beneficial Owner‖ with the

Depository (for Debentures held in dematerialized form) as defined under clause (a) of sub-section (1)

of Section 2 of the Depositories Act, 1996, as amended or the person(s) whose name(s) appears as

holder of Debenture(s) in the Register of Debenture Holder(s) (for Debenture(s) held in physical form)

Debenture Trust Deed The trust deed to be entered into between the Issuer and the Debenture Trustee for the Debentures

Debenture Trustee IDBI Trusteeship Services Limited

Debenture Trustee

Appointment Agreement

The debenture trustee agreement entered into between the Issuer and the Debenture Trustee for the

appointment of the Debenture Trustee

Debenture Trustee

Regulations

SEBI (Debenture Trustees) Regulations, 1993, as amended

Debentures Secured Redeemable Non-Convertible Debentures

Depository(ies) CDSL and NSDL

DIN Director Identification Number

Director(s) Director of the Company, unless otherwise specified

Disclosure Document The Disclosure Document through which the Debentures are being offered on a private placement basis

DP/ Depository Participant Depository Participant as defined under the Depositories Act, 1996

Equity Shares Equity shares of the Company of face value of Rs.10 each

FY Financial Year

Governmental Authority Any (a) government (central, state or otherwise) or sovereign state; (b) any governmental agency, semi-

governmental or judicial or quasi-judicial or administrative entity, department or authority, or any

political subdivision thereof; and (c) international organisation, agency or authority, or including,

without limitation, any stock exchange or any self-regulatory organization, established under any

Applicable Law

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ICAI Institute of Chartered Accountants of India

Infomerics Infomerics Valuation and Rating Private Limited

Memorandum/

Memorandum of

Association/ MoA

Memorandum of Association of the Company, as amended

MSME Micro, Small and Medium Enterprises

NBFC Non-Banking Financial Company

NPA Non-Performing Asset

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

Promoter The promoter of the Company, being SORIL Infra Resources Limited

Promoter Group Includes the Promoter and entities covered by the definition under regulation 2(1)(pp) of the SEBI

ICDR Regulations

QIBs Qualified Institutional Buyers, as defined in Regulation 2(1)(ss) of SEBI (Issue of Capital and

Disclosure Requirements) Regulations, 2018, as amended

RBI Reserve Bank of India

Registered Office Indiabulls Finance Centre, Tower-1, 10th Floor CS 612/613, S.B. Marg, Elphinstone Mumbai – 400013,

Maharashtra, India

Registrar of Companies Registrar of Companies, Maharashtra at Mumbai

RTGS Real Time Gross Settlement

Rupees or Rs. or Indian

Rupees or INR

The lawful currency of India

SARFAESI Act Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002

SEBI Securities and Exchange Board of India

SEBI Debt Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as

amended

SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2018, as amended

SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, as amended

Statutory Auditors/Auditors The statutory auditors of the Company, being M/s Agarwal Prakash & Co, Chartered Accountants

TDS Tax Deducted at Source

WDM Wholesale debt market

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RISK FACTORS

Key Internal Risks

1. The Company has limited operating history. Certain financial information included in this Information

Memorandum may not accurately reflect the business, financial condition and financial performance of the

Company.

This Information Memorandum contains the audited financial statements of the Company as at and for the financial

years ended March 31, 2019, 2018 and 2017 (the "Audited Financial Statements"). Pursuant to approval of the RBI

dated December 12, 2018, 100% of the equity share capital of the Company was acquired by SORIL Infra Resources

Limited (the "Acquirer") on January 25, 2019 (the "Acquisition"). Pursuant to the Acquisition, the board of directors

of the Company as well as its management were reconstituted by the Acquirer. The Company only commenced its

business operations after completion of the Acquisition. The financial performance of the Company during this

limited period was therefore reflected in the audited financial statements of the Company as at and for the financial

year ended March 31, 2019 and any financial information for subsequent periods. As a result, the audited financial

statements for Fiscals 2018 and 2017, while included in this Information Memorandum, do not relate to a period when

the Company conducted any business operations and therefore, may not accurately reflect the financial position and

financial performance of the Company during those periods.

2. We are vulnerable to the volatility in interest rates and we may face interest rate and maturity mismatches between

our assets and liabilities in the future which may cause liquidity issues.

Our operations are particularly vulnerable to volatility and mismatch in interest rates. Our net interest income and

profitability directly depend on the difference between the average interest rate at which we lend and the average

interest rate at which we borrow. Interest rates are highly sensitive to many factors beyond our control, including the

RBI‘s monetary policies and domestic and international economic and political conditions. Changes in interest rates

could affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest-

bearing liabilities. There can be no assurance that we will be able to manage our interest rate risk adequately in the

future. If we are unable to do so, this would have an adverse effect on our net interest income. Further, an increase in

interest rates may adversely affect the demand for mortgage and / or other loans in India, which in turn may affect our

interest income on mortgage and / or other loans and have a material adverse effect on our business, financial

condition and results of operations.

The cost of our funding and the pricing of our loan products are determined by a number of factors, many of which

are beyond our control, including the RBI's monetary policies, inflationary expectations, competition, domestic and

international economic and political scenario and other factors. These factors could affect the interest rates charged on

interest-earning assets differently than the interest rates paid on interest bearing liabilities. While any reduction in our

cost of funds may be passed on to our customers, we may not have the same flexibility in passing on any increase in

our cost of funds to our customers, thereby affecting our net interest income. Similarly, competition pressures may

require us to reduce our cost of lending to our customers without a proportionate reduction in our cost of borrowing

from our lenders. Further, if we do not pass on the reduced interest rates to our borrowers, it may result in some of the

customers prepaying the loan to take advantage of the reduced interest rate environment, thereby impacting our

growth and profitability. If interest rates rise, some or all of our lenders may increase the interest rates at which we

borrow resulting in an increase in our effective cost of funds. We may or may not be able to pass on the increased

interest rates to our borrowers simultaneously with the increase in our borrowing rates, or at all, thereby affecting our

net interest income. Further, an increase in interest rates may result in some of our borrowers prepaying their loans by

arranging funds from other sources, thereby impacting our growth and profitability. Additionally, an increase in

general interest rates in the economy could reduce the overall demand for housing finance and impact our growth.

There can be no assurance that we will be able to adequately manage our interest rate risk in the future, and if we are

unable to do so, this could have an adverse effect on our net interest income, which could in turn have a material

adverse effect on our business, results of operations and financial condition. While we enter into interest rate swaps to

reduce our risk of exposure to interest rate fluctuations, we cannot assure you that such arrangements will sufficiently

reduce our exposure to interest rate fluctuations or adequately protect us against any unfavourable fluctuations in the

interest rates. We may also face potential liquidity risks due to mismatch in the maturity of our assets and liabilities.

As is typical for a company in the business of lending, a portion of our funding requirements is met through short and

medium-term funding sources such as bank loans, nonconvertible debentures, commercial paper, cash credit or

overdraft facilities. Our inability to obtain additional credit facilities or renew our existing credit facilities for

matching tenure of our liabilities in a timely and cost-effective manner or at all, may lead to mismatches between our

assets and liabilities, which in turn may adversely affect our operations and financial performance.

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3. Our business could be adversely affected if we are not able to control or reduce the level of non-performing assets

in our portfolio and/or if we experience further deterioration of our non-performing asset portfolio and an

inability to improve our provisioning coverage as a percentage of gross non-performing assets.

A number of factors which are not within our control could affect our ability to control and reduce non-performing

loans. These factors include developments in the Indian economy and the real estate scenario, rise in unemployment,

movements in global markets, global competition, changes in interest rates and exchange rates and changes in

regulations as well as customer specific factors such as wilful default and mismanagement of a customer‘s operations,

may result in increasing NPA levels and may have an adverse impact on the quality of our loan portfolio. If we are

unable to effectively control our NPA levels in the future, we will be required to increase our provisions, which may

adversely affect our profitability and financial condition. The RBI regulates certain aspects of the recovery of

nonperforming loans, such as the use of recovery agents. Any limitation on our ability to recover, control and reduce

nonperforming loans under the applicable regulatory regime or otherwise could affect our collections and ability to

foreclose on existing.

If we continue to expand at our current rate, we may in the future reach a point where we cannot continue to grow at

the same rate without causing our non-performing loans to increase and the overall quality of our loan portfolio to

deteriorate. If our non-performing loans increase, we may be unable to execute our business plan as expected and that

could adversely affect the price of the NCDs. There can be no assurance that our present provisions will be adequate

to cover any further increase in the amount of non-performing loans or any deterioration in our non-performing loan

portfolio.

Our ability to manage the credit quality of our loans, which we measure in part through NPAs, is a key driver of our

results of operations. Our customer base primarily comprises low and middle income self-employed customers, some

of whom have limited access to formal banking and finance channels. Our customers may face cash flow constraints

due to losses incurred by them in their respective businesses or in the economic activities pursued by them. Any such

cash flow constraints may affect the ability of our customers to pay interest or repay their loans.

4. Our indebtedness and conditions and restrictions imposed by our financing arrangements could adversely affect

our ability to conduct our business and operations.

As at March 31, 2020, our total borrowings was Rs. 83.30 Crores. Some of the Issuer‘s agreements to be entered into

in future may require it to take consent from its lenders for undertaking various actions, including, for:

entering into any schemes of mergers, amalgamations, compromise or reconstruction;

enter into any borrowing arrangement with any bank, financial institution, company or person;

changing our registered office;

effecting any change in our ownership or control;

effecting any change in our capital structure;

any material change in our management or business;

any amendments to our Memorandum or Articles of Association;

undertaking guarantee obligations on behalf of any third party;

declare any dividends to our shareholders unless amounts owed to the lenders have been paid or satisfactory

provisions made thereof;

transfer or dispose of any of our undertakings;

create or permit to subsist any security over any of its assets;

entering into any agreements whereby our income or profits are or may be shared with any other person;

revaluing our assets; and

entering into any long-term contracts that significantly affect us.

Additionally, some of our loan agreements also require us to maintain certain periodic financial ratios.

In the event we breach any financial or other covenants contained in any of our financing arrangements or in the event

we had breached any terms in the past which is noticed in the future, we may be required to immediately repay our

borrowings either in whole or in part, together with any related costs. We may be forced to sell some or all of the

Disclosure Document

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9

assets in our portfolio if we do not have sufficient cash or credit facilities to make repayments. Furthermore, some of

our financing arrangements contain cross-default provisions which could automatically trigger defaults under other

financing arrangements.

We cannot assure you that our business will generate sufficient cash to enable us to service our debt or to fund our

other liquidity needs. In addition, we may need to refinance all or a portion of our debt on or before maturity. We

cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all.

5. We may experience difficulties in expanding our business or pursuing new business opportunities in new regions

and markets.

As part of our growth strategy, we evaluate attractive growth opportunities to expand our business and pursue new

business opportunities in new regions and markets.

Factors such as competition, customer requirements, regulatory regimes, culture, business practices and customs in

these new markets may differ from those in our current markets, and our experience in our current markets may not be

applicable to these new markets.

As we continue to expand our geographic footprint, our present and/ or future businesses may be exposed to various

additional challenges, including obtaining necessary governmental approvals, identifying and collaborating with local

business and partners with whom we may have no previous working relationship; successfully marketing our products

in markets with which we have no previous familiarity; attracting potential customers in a market in which we do not

have significant experience or visibility; falling under additional local tax jurisdictions; attracting and retaining new

employees; expanding our technological infrastructure; maintaining standardized systems and procedures; and

adapting our marketing strategy and operations to different regions of India or outside of India in which different

languages are spoken. To address these challenges, we may have to make significant investments that may not yield

desired results or incur costs that we may not recover. Our inability to expand our current operations or pursue new

business opportunities may adversely affect our business prospects, financial conditions and results of operations.

6. Our ability to access capital also depends on our credit ratings. Any downgrade in our credit ratings could increase

our borrowing costs, affect our ability to obtain financing, and adversely affect our business, results of operations,

financial condition and cash flows.

The cost and availability of capital is also dependent on our short-term and long-term credit ratings. The NCDs have

been rated ―IVR A/ Stable Outlook‖ by Infomerics and ―BWR A (Stable)‖ by Brickwork Ratings reflect a rating

agency‘s opinion of our financial strength, operating performance, strategic position, and ability to meet our

obligations. While the recent credit rating actions have been positive, any downgrade of our credit ratings would

increase borrowing costs and constrain our access to capital and lending markets and, as a result, adversely affect our

interest margins, our business, results of operations, financial condition and cash flows. In addition, downgrades of

our credit ratings could increase the probability that our lenders impose additional terms and conditions to any

financing or refinancing arrangements we enter into in the future and adversely affect our business, results of

operations, financial condition and cash flows.

7. We are subject to periodic inspections by the RBI. Non-compliance with the RBI’s observations made during its

periodic inspections could expose us to penalties and restrictions.

As an NBFC, we may be subject to periodic inspection by the RBI under section 45N of the Reserve Bank of India

Act, 1934 (the ―RBI Act‖), pursuant to which the RBI inspects our books of accounts and other records for the

purpose of verifying the correctness or completeness of any statement, information or particulars furnished to the RBI

and in the course of which, RBI may report on divergence from extant regulatory requirements as applicable to

NBFCs. While we seek to comply with all regulatory provisions applicable to us, in the event we are unable to

comply with the observations made by the RBI, we could be subject to penalties and restrictions which may be

imposed by the RBI. Imposition of any penalty or adverse findings by the RBI during any future inspections may

have an adverse effect on our business, results of operations, financial condition and reputation.

8. Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to operate

our business may materially and adversely affect our business and results of operations.

We require certain licenses, approvals, permits and registrations in order to undertake our business activities. These

include registration with the RBI for carrying out business as an NBFC. We are also required to maintain licenses

under various applicable national and state labour laws in force in India for some of our offices and with regard to

some of our employees. While we currently possess all the relevant licenses, approvals, permits and registrations or

have applied for renewals of certain licenses and approvals that have expired, there can be no assurance that the

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relevant authorities will renew these in the anticipated timeframe, or at all. Additionally, failure by us to comply with

the terms and conditions to which such licenses, approvals, permits or registrations are subject, and/or to renew,

maintain or obtain the required licenses, approvals, permits or registrations may result in the interruption of our

operations and may have a material adverse effect on our business, financial condition and results of operations.

9. Any inability to manage and maintain our growth effectively may have a material adverse effect on our business,

results of operations and financial condition.

We have experienced consistent growth in our business in the past. Our growth exposes us to a wide range of

increased risks within India, including business risks, operational risks, fraud risks, regulatory and legal risks and the

possibility that the quality of our AUM may decline. Moreover, our ability to sustain our rate of growth depends

significantly upon our ability to manage key issues such as selecting and retaining key management personnel,

maintaining effective risk management policies, continuing to offer products which are relevant to our target base of

clients, developing managerial experience to address emerging challenges and ensuring a high standard of client

service. Going forward, we may not have adequate processes and systems such as credit appraisal and risk

management to sustain this growth.

Our business depends significantly on our marketing initiatives. There can be no assurance in relation to the impact of

such initiatives and any failure to achieve the desired results may negatively impact our ability to leverage its brand

value. There can also be no assurance that we would be able to continue such initiatives in the future in a similar

manner and on commercially viable terms. Furthermore, any adverse publicity, about or loss of reputation of, the

Company could negatively impact our results of operations.

If the Company grows its loan book too rapidly, or fails to make proper assessments of credit risks associated with new

borrowers or new businesses, a higher percentage of the Company‘s loans may become non-performing, which would

have a negative impact on the quality of the Company‘s assets and its business, prospects, financial condition and

results of operations.

Any or a combination of some or all of the above-mentioned factors may result in a failure to maintain the growth of

our AUM which may in turn have a material adverse effect on our business, results of operations and financial

condition.

10. We cannot assure you that we will be able to successfully execute our growth strategies, which could affect our

operations, results, financial condition and cash flows.

Our growth strategy includes increasing the number of loans we extend and expanding our customer base. We expect

that our growth strategy will place significant demands on our management, financial and other resources. While we

intend to pursue existing and potential market opportunities, our inability to manage our business plan effectively and

execute our growth strategy could have an adverse effect on our operations, results, financial condition and cash

flows.

In order to manage growth effectively, we must implement and improve operational systems, procedures and internal

controls on a timely basis. If we fail to implement these systems, procedures and controls on a timely basis, or if there

are weaknesses in our internal controls that would result in inconsistent internal standard operating procedures, we

may not be able to meet our customers' needs, hire and retain new employees, pursue new business, complete future

strategic agreements or operate our business effectively. There can be no assurance that our existing or future

management, operational and financial systems, procedures and controls will be adequate to support future operations

or establish or develop business relationships beneficial to future operations.

Our management may also change its view on the desirability of current strategies, and any resultant change in our

strategies could put significant strain on our resources. Further, we may be unable to achieve any synergies or

successfully integrate any acquired business into our portfolio. Any business that we acquire may have unknown or

contingent liabilities, and we may become liable for the past activities of such businesses. Furthermore, any equity

investments that we undertake may be subject to market and liquidity risks, and we may be unable to be realise any

benefits from such investments, in a timely manner, or at all.

11. If the corporate undertakings provided by us in our assignment of receivables transactions are invoked, it may

require outflow in respect of these undertakings and adversely affect our net income.

We have in the past, assigned a portion of the receivables from our AUM to banks and other institutions. The

assignment transactions were conducted on the basis of our internal estimates of our funding requirements. Any

change in the applicable government regulations in relation to assignments/ securitisations by NBFCs could have an

adverse impact on assignment/securitisation program in future.

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12. If we fail to identify, monitor and manage risks and effectively implement our risk management policies, it could

have a material adverse effect on our business, financial condition, results of operations and cash flows.

We have devoted resources to develop our risk management policies and procedures and aim to continue to do so in

the future. Despite this, our policies and procedures to identify, monitor and manage risks of fraud, money laundering,

any other credit, operational or other risks may not be fully effective. Further, some of our methods of managing risks

are based upon the use of observed historical market behaviour. As a result, these methods may not accurately predict

future risk exposures, which could be significantly greater than those indicated by the historical measures. To the

extent any of the instruments and strategies we use to hedge or otherwise manage our exposure to market or credit

risk are not effective, we may not be able to mitigate effectively our risk exposures in particular market environments

or against particular types of risk.

Our investment and interest rate risk are dependent upon our ability to properly identify, and action on mark-to-

market changes in the value of financial instruments caused by changes in market prices or rates. Our earnings are

dependent upon the effectiveness of our management of changes in credit quality and risk concentrations, the

accuracy of our valuation models and our critical accounting estimates and the adequacy of our allowances for loan

losses.

To the extent our assessments, assumptions or estimates prove inaccurate or not predictive of actual results, we could

suffer higher than anticipated losses.

If we fail to effectively implement our risk management policies, it could materially and adversely affect our

business, financial condition, results of operations and cash flows.

13. As an NBFC, we have significant exposure to the Micro, Small and Medium Enterprises sector and any negative

events affecting this sector could adversely affect our business and result of operations.

Our lending products include home loans to Micro, Small and Medium Enterprises (―MSME‖) customers. In the

event the MSME sector is adversely affected due to any reason whatsoever, the value of our collaterals may diminish

which may affect our business and results of operations in the event of a default in repayment by our clients. Also, if

any of the projects which form part of our collateral are stalled for any reason for any length of time, the same may

affect our ability to enforce our security, thereby effectively diminishing the value of such security.

Following the introduction of the SARFAESI Act and the subsequent extension of its application to NBFCs, we are

allowed to foreclose on collateral and take certain other actions, including take over the management of the business

of the borrower, including its right to transfer (in any manner) the underlying collateral after 60 days' notice to a

borrower whose loan has been classified as non-performing. Although the enactment of the SARFAESI Act has

strengthened the rights of creditors by allowing expedited enforcement of security in an event of default, there is still

no assurance that we will be able to realize the value of our collateral, in full or in part. The Debt Recovery Tribunal

(―DRT‖) has the power to issue a stay order prohibiting the lender from selling the assets of a defaulted borrower. As

a result, there can be no assurance that any foreclosure proceedings would not be stayed by the DRT or any other

relevant authority. In addition, delays on our part to take immediate action, delays in bankruptcy foreclosure

proceedings, economic downturns, defects in security and fraudulent transfers by borrowers, may hinder our ability to

realize the full value of security. In the event that a regulatory agency asserts jurisdiction over the enforcement

proceedings, creditor actions can be further delayed. Therefore, there can be no assurance that we will be able to

foreclose on collateral on a timely basis, or at all, and if we are able to foreclose on the collateral, that the value will

be sufficient to cover the outstanding amounts owed to us which may result in a material adverse effect on our

business, results of operations and financial condition.

In addition, the RBI has developed a corporate debt restructuring process to enable timely and transparent debt

restructuring of corporate entities that are beyond the jurisdiction of the Board of Industrial and Financial

Reconstruction, the DRT. The applicable RBI guidelines contemplate that in the case of indebtedness aggregating

Rs.100 crores or more, creditors for more than 75% of such indebtedness by value and 60% by number may

determine the restructuring of such indebtedness and such determination is binding on the remaining creditors. In

circumstances where other lenders account for more than 75% of such indebtedness by value and 60% by number and

they are entitled to determine the restructuring of the indebtedness of any of our borrowers, we may be required by

such other lenders to agree to such debt restructuring, irrespective of our preferred mode of settlement of our loan to

such borrower. In addition, with respect to any loans granted by us through a consortium, a majority of the relevant

lenders may elect to pursue a course of action that may not be favourable to us. Any such debt restructuring could

lead to an unexpected loss that could adversely affect our business, results of operations and financial condition.

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14. Our ability to pay dividends in the future will depend upon our earnings, financial condition, cash flows and

capital requirements.

Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flows and capital

requirements as well as existing restrictive covenants in our financing arrangements. Dividends distributed by us may

also be subject to the requirements prescribed by the applicable laws and regulations.

15. We may not be able to secure the requisite amount of financing at competitive rates for our growth plans, which

could adversely affect our business, financial condition and results of operations.

Our liquidity and ongoing profitability are, in large part, dependent upon our timely access to, and the costs associated

with, raising capital. Thus, our continued growth will depend, among other things, on our ability to secure requisite

financing at competitive rates, to manage our expansion process, to make timely capital investments, to control input

costs and to maintain sufficient operational control.

Our inability to secure requisite financing could have an adverse effect on our business, financial condition and results

of operations. Changes in Indian laws and regulations, our lenders or debt instruments can disrupt funding sources

which would have a material adverse effect on our liquidity and financial condition. Further, any inability on our part

to secure requisite financing or continue with our existing financing arrangement could have an adverse effect on our

business, financial condition and results of operations.

16. Our ability to raise foreign capital may be constrained by Indian law.

As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such

regulatory restrictions limit our financing sources and hence could constrain our ability to obtain financing on

competitive terms and refinance existing indebtedness. In addition, we cannot assure you that the required approvals

will be granted without onerous conditions, or at all. Limitations on raising foreign debt may have an adverse effect

on our business, results of operations and financial condition.

17. Our investments are subject to market risk and our exposure to capital markets is subject to certain regulatory

limits.

We invest our surplus funds out of our borrowings and operations in mutual funds and / or fixed income securities.

These securities include government securities, bonds carrying sovereign guarantee, bonds issued by state

governments or public sector enterprises, mutual fund investments, fixed deposits with banks and other bonds. Certain

of these investments are unlisted, offering limited exit options. The value of these investments depends on several

factors beyond our control, including the domestic and international economic and political scenario, inflationary

expectations and the RBI‘s monetary policies. Any decline in the value of the investments may have an adversely

effect on our business, financial condition and results of operations.

18. Our business and operations significantly depend on senior management and key employees and may be adversely

affected if we are unable to retain them.

Our business and operations largely depend on the continued services and performance of our senior management and

other key employees and our ability to attract and retain such personnel. Considering the compact nature of our

management team, our ability to identify, recruit and retain our employees is critical. As common to the non-banking

finance industry we also face a continuing challenge to recruit and retain a sufficient number of suitably skilled

personnel, knowledgeable in sectors to which we lend. There is significant competition in India for such personnel,

and it may be difficult to attract, adequately compensate and retain the personnel we need in the future. Inability to

attract and retain appropriate and adequate managerial personnel, or the loss of key personnel could adversely affect

our business, prospects, results of operations, financial condition. We will need to recruit new employees, who will

have to be trained and integrated into our operations. We will also have to train existing employees to adhere properly

to internal controls and risk management procedures. Failure to train and motivate our employees properly may result

in an increase in employee attrition rates, require additional hiring, erode the quality of customer service, divert

management resources, increase our exposure to high-risk credit and impose significant costs on us. Hiring and

retaining qualified and skilled managers are critical to our future, as our business model depends on our credit-

appraisal and asset valuation mechanism, which are personnel-driven operations. The loss of the services of our senior

members of our management team and key employees could seriously impair our ability to continue to manage and

expand our business efficiently and adversely affect our business, results of operations and financial condition.

Further, we also do not maintain any key man insurance policies, and as a result, we may be unable to compensate for

the loss of service of our key personnel.

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19. Our business is dependent on relationships with our clients established through, amongst others, our branches.

Closure of branches or loss of our key branch personnel may lead to damage to these relationships and a decline

in our revenue and profits.

Our business is dependent on the key branch personnel who directly manage client relationships. We encourage

dedicated branch personnel to service specific clients since we believe that this leads to long-term client relationships,

a trust based business environment and, over time, better cross-selling opportunities. Our business may suffer

materially if a substantial number of branch managers either become ineffective or leave us.

20. Due to inherent nature of business, the Company may face incidents of fraud that may be committed by our

employees and/or customers in future and we may be unable to prevent them, our business, results of operation

and financial condition may be adversely affected.

Our business is susceptible to fraud committed by our employees and customers. We cannot assure you that incidents

of fraud that may be committed by our employees and/or customers will not occur in the future. There can also be no

assurance that we would be able to prevent frauds in the future or that our existing mechanism to detect or prevent

fraud will be sufficient. Any frauds discovered in the future may have an adverse effect on our business, results of our

operations and financial condition.

21. A failure, inadequacy or security breach in our information technology and telecommunication systems may

adversely affect our business, results of operation and financial condition.

Our ability to operate and remain competitive depends in part on our ability to maintain and upgrade our information

technology systems and infrastructure on a timely and cost-effective basis, including our ability to process a large

number of transactions on a daily basis. Our operations also rely on the secure processing, storage and transmission of

confidential and other information in our computer systems and networks. Our financial, accounting or other data

processing systems and management information systems or our corporate website may fail to operate adequately or

become disabled as a result of events that may be beyond our control, including a disruption of electrical or

communications services. Further, our computer systems, software and networks may be vulnerable to unauthorized

access, computer viruses or other attacks that may compromise data integrity and security and result in client

information or identity theft, for which we may potentially be liable. Further, the information available to and

received by our management through our existing systems may not be timely and sufficient to manage risks or to plan

for and respond to changes in market conditions and other developments in our operations. If any of these systems are

disabled or if there are other shortcomings or failures in our internal processes or systems, it may disrupt our business

or impact our operational efficiencies and render us liable to regulatory intervention or damage to our reputation. The

occurrence of any such events may adversely affect our business, results of operation and financial condition.

22. We depend on the accuracy and completeness of information provided by our potential borrowers. Our reliance on

any misleading information given by potential borrowers may affect our judgment of credit worthiness of potential

borrowers, and the value of and title to the collateral, which may affect our business, results of operations and

financial condition.

In deciding whether to extend credit or enter into other transactions with potential borrowers, we rely on information

furnished to us by potential borrowers, and analysis of the information by independent valuers and advocates. To

further verify the information provided by potential borrowers, we conduct searches on Credit Information Bureau

(India) Limited (―CIBIL‖) and other credit bureaus for creditworthiness of our borrowers. We also verify information

with registrar and sub-registrar of assurances for encumbrances on collateral. We follow the KYC guidelines as

prescribed by the RBI on the potential borrower, verify the place of business or place of employment as applicable to

the potential borrower. Such information includes representations with respect to the accuracy and completeness of

information relating to the financial condition of potential borrowers, and independent valuation reports and title

reports with respect to the property secured. Additionally, once a prospective borrower has submitted a completed

loan application, our empanelled third-party agencies conduct various on-site checks to verify the prospective

customer's work and home addresses.

23. The banking and finance sector in India is highly competitive, with significant presence of public sector banks and

established private sector banks that have extensive branch networks, as well as NBFCs, small finance banks,

cooperative banks, regional rural banks, payment banks and other financial services companies, against which we

may be unable to compete effectively.

The banking and financing sector in India is highly competitive and we face competition from several Indian and

foreign commercial banks in the private sector, as well as public sector. We also face competition from NBFCs,

cooperative banks which have significant presence in rural areas, other financial services companies, regional rural

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banks, other small finance banks and payment banks in India. These existing financial institutions may have a greater

customer and depositor base, larger branch networks, and in case of public sector banks, Government support for

capital augmentation, due to which they may enjoy greater access to low-cost capital and corresponding economies of

scale. Due to intense competition in the banking sector in India, we may also face challenges in hiring and retaining

adequate numbers of sufficiently qualified and experienced personnel. Our inability to compete effectively may

adversely affect our business, results of operations financial condition and cash flows.

24. Our insurance coverage may not adequately protect us against losses, and successful claims that exceed our

insurance coverage could harm our results of operations and diminish our financial position.

We maintain insurance coverage of the type and in the amounts that we believe are commensurate with our

operations. Our insurance policies, however, may not provide adequate coverage in certain circumstances and may be

subject to certain deductibles, exclusions and limits on coverage. In addition, there are various types of risks and

losses for which we do not maintain insurance because they are either uninsurable or because insurance is not

available to us on acceptable terms. A successful assertion of one or more large claims against us that exceeds our

available insurance coverage or results in changes in our insurance policies, including premium increases or the

imposition of a larger deductible or co-insurance requirement, could adversely affect our business, financial condition

and results of operations.

25. We do not own a majority of our branch offices including our registered office and corporate offices. Any

termination or failure on our part to renew our Lease/Rent Agreements in a favourable, timely manner, or at all,

could adversely affect our business and results of operations. Moreover, many of the lease/rent agreements entered

into by the Company may not be duly registered or adequately stamped.

Most of our branch offices including our registered office and corporate offices are located on leased/rented premises.

Some of the lease/rent agreements will expire in future. If these lease/rent agreements are not renewed or renewed on

unfavourable to us, we may suffer a disruption in our operations or increased costs, or both, which may affect our

business and results of operations. Further, some of our lease/rent agreements may not be adequately stamped or duly

registered. Unless such documents are adequately stamped or duly registered, such documents may be rendered

inadmissible as evidence in a court in India or may not be authenticated by any public officer and the same may

attract penalty as prescribed under applicable law or may impact our ability to enforce these agreements legally,

which may result in an adverse effect on the continuance of the operations and business of the Company.

26. We have entered into a few related party transactions and may continue to enter into related party transactions,

which may involve conflicts of interest.

We have entered into a few related party transactions, within the meaning of AS-18. Such transactions may give rise

to current or potential conflicts of interest with respect to dealings between us and such related parties. Additionally,

there can be no assurance that any dispute that may arise between us and related parties will be resolved in our favour.

27. We are subject to risks arising from exchange rate fluctuations, which could materially and adversely affect our

business and financial conditions.

The exchange rate between Indian Rupees and dollars has changed substantially in recent years and may fluctuate

substantially in the future. Any depreciation in the value of the Indian Rupee against U.S. dollar could cause an

increase in the Issuer‘s interest expenses, reduce the profitability of its business and have a material and adverse effect

on its cash flows, results of operations and financial condition. The Issuer may also be unable to pass on any increase

in its costs due to foreign currency fluctuations to its customers, and as a result, its revenue and profitability may

decline.

28. We may be unable to protect our logos, brand names and other intellectual property rights which are critical to our

business.

The Company has not made an application for and consequently does not own trademark registrations for certain logos

used in our business, including our corporate logo appearing on the cover page of this Disclosure Document.

Accordingly, we may not be able to prohibit the use of our intellectual property by any third party and may, in the

future, face claims and legal actions by third parties that may use, or dispute our right to use, the logos and brand

names under which our business currently operates. We may be required to resort to legal action to protect our logos

and brand names. Any adverse outcome in such legal proceedings may impact our ability to use our logos, brand

names and other intellectual property in the manner in which such intellectual property is currently used or at all,

which can have a material adverse effect on our business and our financial condition.

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Additionally, the Indiabulls brand that we operate under is shared between members of the Indiabulls group of

companies, a diversified set of businesses in the financial services, real estate and securities sector (including, but not

limited to, our Subsidiaries). We have not, in the past, entered into, or do not currently have agreements with any of

the other members of the Indiabulls group of companies to share this brand. Accordingly, we will have no recourse

against any of these companies in the event of any misuse by them of the brand, or any adverse effect on their

business, operations or financial performance that leads to diminution in the value of the brand, which could

materially affect our reputation, business and results of operations.

29. We depend on third party selling agents for referral of a certain portion of our customers, who do not work

exclusively for us.

We depend on external direct selling agents (―DSAs‖), who are typically proprietorships and self-employed

professionals, to source a portion of our customers. Such DSAs pass on leads of any loan requirements of these small

businesses to us. Our agreements with such DSAs typically do not provide for any exclusivity, and accordingly, such

DSAs can work with other lenders, including our competitors. There can be no assurance that our DSAs will continue

to drive a significant number of leads to us, and not to our competitors, or at all.

30. Certain of our documents may bear higher stamp duty than we have paid and as a result, our cash flows and

results of operations may be adversely affected.

In relation to assignment transactions executed by us in relation to our AUM, we have entered into certain

documentation, wherein we have, in accordance with industry practice, agreed to bear all costs in relation to stamp

duty payable in respect of the assignment documents. Most of these transactions involve loans (and underlying

mortgages) situated across India, and not just the jurisdiction where the documents in relation to the assignment are

stamped. If any of the transaction documents in relation to these assignment transactions in future, are for any reason,

taken out of the state in which stamp duty has been paid, including for registration of the same in the state where the

underlying property is situated, there may be an additional stamp duty implication us, to the extent of the difference

between the stamp duty payable in such state and the stamp duty already paid. Any such liability may have a financial

impact on our cash flows and results of operations.

31. Our business requires substantial capital, and any disruption in funding sources and access to capital markets

would have a material adverse effect on our liquidity and financial condition.

Since we are a ―non-deposit accepting‖ Non-Banking Financial Company (NBFC) and do not have access to

deposits, our liquidity and ongoing profitability are, in large part, dependent upon our timely access to, and the costs

associated with raising capital. Our funding requirements historically have been met from a combination of

borrowings; sales of our loans and equity. Thus, our business depends and will continue to depend on our ability to

access diversified funding sources.

We may also face maturities of unsecured debt each year. In order to retire these instruments, we may need to

refinance this debt, which would be dependent on the condition of the credit markets and the cost of credit. We cannot

assure that we would be able to generate sufficient cash to retire the debt.

32. We may avail unsecured loans in the future, which may be recalled at any time. Any recall of such loans may have

an adverse effect on our business, prospects, financial condition and results of operations.

We may avail unsecured loans in the future, which may be recalled at any time at the option of the lender. There can

be no assurance that the lenders will not recall such borrowings or if we will be able to repay loans advanced to us in

a timely manner or at all. In the event that any lender seeks a repayment of any such loan, we would need to find

alternative sources of financing, which may not be available on commercially reasonable terms, or at all. As a result,

if such unsecured loans are recalled at any time, the financial condition of the Company may be adversely affected.

33. A decline in its capital adequacy ratio could restrict the Company’s future business growth

If the Company continues to grow our loan portfolio and asset base, we will be required to raise additional Tier I and

Tier II capital in order to continue to meet applicable capital adequacy ratios with respect to our principal business of

lending.

The difference between the value of assets and liabilities maturing in any time period category provides the measure

to which we are exposed to the liquidity risk. As is typical for several NBFCs, a portion of our funding requirements

is met through short-term funding sources. However, some portion of our assets has medium or long-term maturities.

In the event that the existing and committed credit facilities are withdrawn or are not available to the Company,

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funding mismatches may be created, and it could have an adverse effect on our business and our future financial

performance.

34. As part of our lending business, we will rely on third party data sources to perform certain key functions and any

failure to access those data sources as a result of operational or technological failure, including cyber security

attacks on our third party data sources could result in the interruption of our operations and systems and could

result in significant costs and reputational damage to us

As part of its lending business, the Company will rely on third party data sources for certain information, such as

―Aadhar‖ or unique identification number, of loan applicants based on which the data analytics software will be able

to process the information. For instance, the applicant‘s details will be sourced from various websites, payment

bureau and third party vendors and settlement of funds will be facilitated by payment processing systems by linking

the data analytics software to such websites. Some of these third party data sources are currently, and may, in the

future, be vulnerable to data privacy violation claims. If these claims are established and these data sources are no

longer available to us, we will have to find alternate sources for such data which may increase our operational costs

and adversely impact our results of operations. These third party data sources are also susceptible to operational and

technology vulnerabilities and are also exposed to changes in regulations, which may impact our business. In

addition, these third party data sources may rely on other parties (sub-contractors), to provide services to us which

also face similar risks. For example, external content providers provide us with financial information, market news,

quotes, research reports and other fundamental data that we offer to clients.

Any significant failures or security breaches by or of our third party data sources or their sub-contractors, including

any actual or perceived cybersecurity attacks, security breaches, fraud, phishing attacks, acts of vandalism,

information security breaches and computer viruses which could result in unauthorized access, misuse, loss or

destruction of data, an interruption in extraction of data or other similar events could interrupt our business, cause us

to incur losses, subject us to fines or litigation and harm our reputation. An interruption in or the cessation of service

by any third party data source and our inability to make alternative arrangements in a timely manner could have a

material impact on our ability to offer certain products and services and cause us to incur losses. We cannot assure

that any of these third party data sources or their subcontractors will be able to continue to provide their products and

services in an efficient, cost effective manner, if at all, or that they will be able to adequately expand their services to

meet our needs and those of our customers. We may incur significant additional costs to implement enhanced

protective measures and technology, to investigate and remediate vulnerabilities or other exposures or to make

required notifications.

35. We face the risk of default and non-payment by our customers, in particular self-employed customers. The risk of

non-payment or default by borrowers may adversely affect our business, results of operations, financial condition

and cash flows.

We are exposed to the risk of default and non-payment by our customers, and a number of external factors which are

not within our control could result in non-payment by our customers. Any negative trends or financial difficulties

affecting our customers could increase the risk of their default. We are primarily focused on serving low and middle-

income individuals and businesses some of the whom have limited access to formal banking and finance channels.

Our customers may default in their repayment obligations due to various reasons including insolvency, lack of

liquidity, increase in operating costs, business failure or poor agricultural production. In addition, our customers often

do not have credit histories supported by tax returns and other documents that would enable us to assess their

creditworthiness, and we may not receive updated information regarding any change in the financial condition of our

customers or may receive inaccurate or incomplete information as a result of any misrepresentation by our customers

or employees. It may therefore be difficult for us to carry out precise credit risk analyses on all of our customers. Self-

employed customers are often considered to be higher credit risk customers due to their increased exposure to

fluctuations in cash flows and to adverse economic conditions. To the extent we are not able to successfully manage

the risks associated with lending to such self-employed customers, it may become difficult for us to make recoveries

on these loans. We cannot assure you that our risk management controls will be sufficient to prevent future losses on

account of customer defaults, which may adversely affect our business, results of operations, financial condition and

cash flows.

36. We may face asset-liability mismatches, which could affect our liquidity and consequently may adversely affect our

operations and profitability.

Assets and liability mismatch (―ALM‖), which represents a situation when the financial terms of an institution‘s

assets and liabilities do not match, is a key financial parameter for us. While as on date we don‘t have any AIL, we

cannot assure you that we will be able to maintain a positive ALM. We may rely on funding options with a short-term

maturity period for extending long term loans, which may lead to negative ALM. Any mismatch in our ALM, may

lead to a liquidity risk and have an adverse effect on our operations and profitability.

Disclosure Document

For private circulation only

17

Key External Risks

37. Outbreak of COVID-19 has had, and could further have, a material adverse effect on the Company’s business,

financial condition and results of operations

The Company‘s business could also be adversely affected by the effects of coronavirus, avian influenza, Severe Acute

Respiratory Syndrome, H1N1 Influenza, Ebola, Zika virus, Middle East Respiratory Syndrome or other similar

pandemic or endemic outbreaks of infectious diseases. In December 2019, a novel strain of coronavirus, COVID-19,

was reported to have surfaced in Wuhan City, Hubei Province, China and the World Health Organisation has declared

the outbreak a ―pandemic‖ on March 12, 2020. There have been border controls and travel restrictions imposed by

various countries as a result of the COVID-19 outbreak. Such outbreak of an infectious disease together with any

resulting restrictions on travel and/or imposition of quarantine measures may result in protracted volatility in

national/international markets and/or result in a global recession and may adversely impact the operations, revenues,

cash flows and profitability of the Company. There can be no assurance that any precautionary or other measures

taken against infectious diseases would be effective. In particular, the COVID-19 outbreak has caused stock markets

worldwide to lose significant value and impacted economic activity worldwide. A number of governments (including

the Indian government) revised gross domestic product growth forecasts for 2020 downwards in response to the

economic slowdown caused by the spread of COVID-19, and it is possible that the outbreak of COVID-19 will cause

a prolonged global economic crisis or recession.

38. A slowdown in economic growth in India may adversely affect our business and results of operations.

Our financial performance and the quality and growth of our business depend significantly on the health of the overall

Indian economy, the gross domestic product growth rate and the economic cycle in India. A substantial portion of our

assets and employees are located in India, and we intend to continue to develop and expand our facilities in India.

Our performance and the growth of our business depend on the performance of the Indian economy and the

economies of the regional markets we currently serve. These economies could be adversely affected by various

factors, such as political and regulatory changes including adverse changes in liberalization policies, social

disturbances, religious or communal tensions, terrorist attacks and other acts of violence or war, natural calamities,

interest rates, commodity and energy prices and various other factors. Any slowdown in these economies could

adversely affect the ability of our customers to afford our services, which in turn would adversely impact our business

and financial performance and results of operations.

39. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate

in order to pass costs on to our customers and our profits might decline.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. According to

the Index Numbers of Wholesale Price in India – Review for the month of October 2018 prepared by the Office of the

Economic Advisor, Ministry of Commerce and Industry, Government of India (―GoI‖), the annual rate of inflation,

based on monthly wholesale price index (―WPI‖) stood at 5.28% (provisional) for the month of October 2018 as

compared to 3.68% in October 2017. previous year. Further, the WPI Report states that the build-up inflation rate in

financial year 2019 (so far), was 4.64% compared to a build-up rate of 2.12% in the corresponding period of financial

year 2018. The main risks are uncertainties such as commodity prices, monsoon and weather-related disturbances,

volatility in prices of seasonal items and spillovers from external developments through exchange rate and asset price

channels.

In the event of increasing inflation in India, the Issuer‘s costs, such as operating expenses, may increase, which could

have an adverse effect on the Issuer‘s business, results of operations and financial condition.

40. Our business and activities may be affected by competition law in India.

On March 4, 2011, the Government of India notified and brought into force the combination regulation (merger

control) provisions under the Competition Act with effect from June 1, 2011. The combination regulation provisions

require that acquisition of shares, voting rights, assets or control or mergers or amalgamations which cross the

prescribed asset and turnover based thresholds shall be mandatorily notified to and pre-approved by the CCI. In

addition, on May 11, 2011, the CCI issued the final Competition Commission of India (Procedure in regard to the

transaction of business relating to combinations) Regulations, 2011 which sets out the mechanism for implementation

of the combination regulation provisions under the Competition Act. It is unclear as to how the Competition Act and

the CCI will affect the business environment in India.

Disclosure Document

For private circulation only

18

If we are adversely impacted, directly or indirectly, by any provision of the Competition Act, or its application or

interpretation, generally or specifically in relation to any merger, amalgamation or acquisition proposed by us, or any

enforcement proceedings initiated by the CCI, either suomoto or pursuant to any complaint, for alleged violation of

any provisions of the Competition Act, our business, financial condition and results of operations may be materially

and adversely affected.

41. Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS,

which may be material to investors' assessments of our financial condition.

Our financial statements, including the financial statements provided in this Disclosure Document, are prepared in

accordance with Indian GAAP. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial

data included in this Disclosure Document, nor do we provide a reconciliation of its financial statements to those of

U.S. GAAP or IFRS. U.S. GAAP and IFRS differ in significant respects from Indian GAAP. Accordingly, the degree

to which the Indian GAAP financial statements included in this Disclosure Document will provide meaningful

information entirely depends on the reader's level of familiarity with Indian accounting practices. Any reliance by

persons not familiar with Indian accounting practices on the financial disclosures presented in this Disclosure

Document should accordingly be limited.

42. The Company will be subject to a number of new accounting standards that may significantly impact its financial

statements, which may adversely affect the manner in which it accounts for losses and its results of operations.

The Company‘s results of operations and financial condition will be affected by certain changes to Indian GAAP,

which are intended to align Indian GAAP further with IFRS. These new Indian Accounting Standards (―Ind-AS‖)

once adopted, will change the Company‘s methodology for estimating allowances for probable loan losses. New

accounting standards may require the Company to value its non-performing loans by reference to their market value (if

a ready market for such loans exists), or to calculate the present value of the expected future cash flows realizable

from the Company‘s loans, including the possible liquidation of collateral (discounted at the loan‘s effective interest

rate) in estimating allowances for probable losses. This may result in the Company recognizing higher allowances for

probable loan losses in the future, which will adversely affect the results of its operations.

43. Companies operating in India are subject to a variety of taxes and surcharges

Tax and other levies imposed by the central and state governments in India that affect the Issuer‘s tax liability

include central and state taxes and other levies, income tax, value added tax, turnover tax, service tax, stamp duty, tax

on dividends and other special taxes and surcharges which are introduced on a temporary or permanent basis from

time to time. Moreover, the central and state tax scheme in India is extensive and subject to change from time to

time. The central or state government may in the future increase the corporate income tax it imposes. Any such future

increases or amendments may affect the overall tax efficiency of companies operating in India and may result in

significant additional taxes becoming payable. Additional tax exposure could adversely affect the Issuer‘s business,

cash flows and results of operations.

44. Financial instability in other countries may cause increased volatility in Indian financial markets.

The Indian market and the Indian economy are influenced by economic and market conditions in other countries,

particularly emerging market countries in Asia. Financial turmoil in Asia, Russia and elsewhere in the world in recent

years has affected the Indian economy. Although economic conditions are different in each country, investors‘

reactions to developments in one country can have adverse effects on the securities of companies in other countries,

including India. A loss of investor confidence in the financial systems of other emerging markets may cause increased

volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial

instability could also have a negative impact on the Indian economy. Financial disruptions may occur again and could

harm the Company‘s business and its future financial performance. The global credit and equity markets have

experienced substantial dislocations, liquidity disruptions and market corrections in recent years. In particular, sub-

prime mortgage loans in the United States have experienced increased rates of delinquency, foreclosure and loss.

Since September 2008, liquidity and credit concerns and volatility in the global credit and financial markets increased

significantly with the bankruptcy or acquisition of, and government assistance extended to, several major U.S.

financial institutions. The United States continues to face adverse economic conditions and should a further

downgrade of the sovereign credit ratings of the U.S. government occur, it is foreseeable that the ratings and

perceived creditworthiness of instruments issued, insured or guaranteed by institutions, agencies or instrumentalities

directly linked to the U.S. government could also be correspondingly affected by any such downgrade, which may

have an adverse effect on the economic outlook across the world.

Recent developments in the Eurozone have exacerbated the on-going global economic crisis. Large budget deficits

and rising public debts in Europe triggered sovereign debt finance crises that resulted in the bailouts of European

Disclosure Document

For private circulation only

19

economies and elevated the risk of government debt defaults, forcing governments to undertake aggressive budget

cuts and austerity measures, in turn underscoring the risk of global economic and financial market volatility.

Moreover, in 2012, the sovereign ratings of various European Union countries were downgraded. Financial markets

and the supply of credit could continue to be negatively impacted by on-going concerns surrounding the sovereign

debts and/or fiscal deficits of several countries in Europe, the possibility of further downgrades of, or defaults on,

sovereign debt, concerns about a slowdown in growth in certain economies and uncertainties regarding the stability

and overall standing of the European Monetary Union.

On June 23, 2016, the United Kingdom held a referendum on its membership of the European Union and voted to

leave (―Brexit‖). There is significant uncertainty at this stage as to the impact of Brexit on general economic

conditions in the United Kingdom and the European Union and any consequential impact on global financial markets.

For example, Brexit could give rise to increased volatility in foreign exchange rate movements and the value of equity

and debt investments. A lack of clarity over the process for managing the exit and uncertainties surrounding the

economic impact could lead to a further slowdown and instability in financial markets.

These and other related events have had a significant impact on the global credit and financial markets as a whole,

including reduced liquidity, greater volatility, widening of credit spreads and a lack of price transparency in the

United States, Europe and global credit and financial markets.

In response to such developments, legislators and financial regulators in the United States, Europe and other

jurisdictions, including India, have implemented several policy measures designed to add stability to the financial

markets. However, the overall impact of these and other legislative and regulatory efforts on the global financial

markets is uncertain, and they may not have the intended stabilising effects. In the event that the current adverse

conditions in the global credit markets continue or if there is any significant financial disruption, this could have an

adverse effect on the Company‘s business and future financial performance.

45. Civil unrest, acts of violence including terrorism or war involving India and other countries could materially and

adversely affect the financial markets and our business.

Civil unrest, acts of violence including terrorism or war, may negatively affect the Indian stock markets and also

materially and adversely affect the worldwide financial markets. These acts may also result in a loss of business

confidence, make travel and other services more difficult and ultimately materially and adversely affect our business.

Although the governments of India and neighbouring countries have recently been engaged in conciliatory efforts,

any deterioration in relations between India and neighbouring countries might result in investor concern about

stability in the region, which could materially and adversely affect our business, results of operations and financial

condition.

46. Financial difficulty and other problems in certain financial institutions in India could adversely affect our

business, results of operations and financial condition.

As an NBFC, we are exposed to the risks of the Indian financial system which may be affected by the financial

difficulties faced by certain Indian financial institutions because the commercial soundness of many financial

institutions may be closely related as a result of credit, trading, clearing or other relationships. This risk, which is

sometimes referred to as "systemic risk", may adversely affect financial intermediaries, such as clearing agencies,

banks, securities firms and exchanges with whom we interact on a daily basis. Any such difficulties or instability

of the Indian financial system in general could create an adverse market perception about Indian financial

institutions and banks and adversely affect our business, results of operations and financial condition. As the

Indian financial system operates within an emerging market, it faces risks of a nature and extent not typically faced in

more developed economies, including the risk of deposit runs notwithstanding the existence of a national deposit

insurance scheme.

47. Any volatility in the exchange rate and increased intervention by the Reserve Bank of India in the foreign

exchange market may lead to a decline in India’s foreign exchange reserves and may affect liquidity and interest

rates in the Indian economy, which could adversely impact us.

Any increased intervention in the foreign exchange market or other measures by the Reserve Bank of India to control

the volatility of the exchange rate may result in a decline in India‘s foreign exchange reserves, reduced liquidity and

higher interest rates in the Indian economy, which could adversely affect our business and our future financial

performance.

48. A decline in India's foreign exchange reserves may affect liquidity and interest rates in the Indian economy, which

could adversely impact us.

Disclosure Document

For private circulation only

20

A decline in India's foreign exchange reserves could affect the liquidity and result in higher interest rates in the Indian

economy, which could adversely affect our business, our future financial performance, our results of operations and

financial condition.

49. Natural disasters and other disruptions could adversely affect the Indian economy and could adversely affect our

business, results of operations and financial condition.

Our operations, including our branch network, may be damaged or disrupted as a result of natural disasters such as

earthquakes, floods, heavy rainfall, epidemics, tsunamis and cyclones and other events such as protests, riots and

labor unrest. Such events may lead to the disruption of information systems and telecommunication services for

sustained periods. They also may make it difficult or impossible for employees to reach our business locations.

Damage or destruction that interrupts our provision of services could adversely affect our reputation, our relationships

with our customers, our senior management team‘s ability to administer and supervise our business or it may cause us

to incur substantial additional expenditure to repair or replace damaged equipment or rebuild parts of our branch

network.

India, Nepal, Bangladesh, Pakistan, Indonesia and other Asian countries have experienced natural calamities such as

earthquakes, floods, droughts and a tsunami in recent years. Some of these countries have also experienced

pandemics, including the outbreak of avian flu / swine flu. The extent and severity of these natural disasters and

pandemics determines their impact on these economies and in turn affects the financial services sector of which the

Company is a part. Prolonged spells of abnormal rainfall and other natural calamities could have an adverse impact on

the economies in which we have operations, which could adversely affect our business and the price of our

Debentures.

50. An outbreak of an infectious disease or any other serious public health concerns in India or elsewhere could

adversely affect our business.

The outbreak of an infectious disease in India or elsewhere or any other serious public health concern could have a

negative impact on the global economy, financial markets and business activities worldwide, which could adversely

affect our business. Although, we have not been adversely affected by such outbreaks in the past, we can give you no

assurance that a future outbreak of an infectious disease or any other serious public health concern will not have a

material adverse effect on our business.

51. Our results of operations have been, and may continue to be, adversely affected by Indian and international

financial market and economic conditions.

Our business has been, and in the future could continue to be, materially and adversely affected by Indian and

international market and economic conditions. Such conditions in India include fluctuations in interest rates; changes

in consumer spending; the level of consumer confidence; housing prices; corporate or other scandals that reduce

confidence in the financial markets; and the rate of unemployment, among others. International market and economic

conditions include the liquidity of global financial markets; the level and volatility of debt and equity prices and

interest rates; investor sentiment; inflation; the availability and cost of capital and credit; sovereign defaults or the

possibility thereof; and the degree to which international economies are expanding or experiencing recessionary

pressures. The independent and/or collective fluctuation of these conditions can directly and indirectly affect demand

for our lending finance and other financial products, or increase the cost to provide such products.

52. The Company has to comply with stricter regulations and guidelines issued by regulatory authorities in India,

including the RBI

The Company is regulated principally by and has reporting obligations to the RBI. The Company is also subject to

corporate, taxation and other laws in effect in India. The regulatory and legal framework governing the Company

differs in certain material respects from that in effect in other countries and may continue to change as India‘s

economy and commercial and financial markets evolve. In recent years, existing rules and regulations have been

modified, new rules and regulations have been enacted and reforms have been implemented which are intended to

provide tighter control and more transparency in India‘s non-banking finance sector. Moreover, RBI guidelines

prescribe the provisioning required in respect of our outstanding loan portfolio. The level of our present provisions

may not be adequate to cover further increases in the amount of our non-performing loans or the underlying collateral.

If such provisions are not sufficient to provide adequate cover for loan losses that may occur, or if the Company is

required to increase its provisions, this could have a material adverse effect on financial condition, liquidity and

results of operations of the Company.

53. The Company faces intense competition in the businesses, which may limit its growth and prospects.

Disclosure Document

For private circulation only

21

The Company faces significant competition in the businesses that it is involved in. In particular, the Company

competes with other NBFCs; and public and private sector commercial banks operating in the markets in which the

Company is present. In recent years, large international banks have also entered these markets. The Company

competes on the basis of a number of factors, including execution, depth of product and service offerings, innovation,

reputation and price. The company cannot assure that it will be able to compete effectively with new and existing

lenders in the increasing competitive non-banking finance industry. Increasing competition may have an adverse

effect on our net interest margin and other operating income and if we are unable to compete successfully, our market

share will decline as origination of new loan decline.

54. Any downgrading of India’s sovereign rating by an international rating agency (ies) may affect our business and

our liquidity to a great extent

Recently, international rating agency Moody‘s has downgraded India‘s sovereign rating by one notch to ―Baa3‖ from

―Baa2‖ with a negative outlook and credit rating agency Fitch has downgraded its outlook on India from ‗stable‘ to

‗negative‘ and affirmed the rating at ‗BBB-‘ . Any adverse revision to India‘s credit rating for domestic and

international debt by international rating agencies may adversely impact our ability to raise additional financing and

the interest rates and other commercial terms at which such additional financing is available. This could have an

adverse effect on our financial performance and our ability to obtain financing to fund our growth on favourable

terms, or at all.

Disclosure Document

For private circulation only

22

ISSUER INFORMATION

Name and address of the registered office of the issuer

Name Indiabulls Rural Finance Private Limited

Registered office Indiabulls Finance Centre, Tower -1, 10th Floor, CS 612/613, S. B. Marg, Elphinstone, Mumbai –

400013, Maharashtra

Corporate Office ―Indiabulls House‖, 448-451, Udyog Vihar, Phase V, Gurugram-122016, Haryana

Compliance Officer

Mr. Chandra Shekher Joshi

Company Secretary and Compliance Officer

WZ-496, Street No. 16,

Palam Colony,

New Delhi - 110045

Telephone No.: 0124-6682729

E-mail: Chandra.joshi@indiabulls.com

Chief Financial Officer

Mr. Manish Khandelwal;

Chief Financial Officer

House No.-T-336/B, Street No.-8

Near Ohja Dharmshal Gautam Puri,

Garhi Mendu, Bhajan Pura Seelampur,

Delhi 110053

Telephone No.: 0124-6682710

E-mail: khandelwal.manish@indiabulls.com

Arranger(s) to the Issue

Arrangers, if any, will be specified in the Issue Details – Term Sheet

Debenture Trustee

IDBI Trusteeship Services Limited

Asian Building, Ground Floor

17 R, Kamani Marg, Ballard Estate

Mumbai – 400 001

Telephone No.: +91 22 4080 7000

Facsimile No.: +91 22 4080 7080

Email: anjalee@idbitrustee.co.in

Website: www.idbitrustee.com

Registrar

KFin Technologies Private Limited

Karvy Selenium Tower B, Plot No – 31 & 32,

Financial District, Nanakramguda, Serilingampally

Hyderabad Rangareddy, Telangana– 500 032

Telephone No.: +91 40 6716 2222

Facsimile No.: +91 40 2343 1551

Credit Rating Agencies

Infomerics Valuation and Rating Private Limited

Unit No. 315, 3rd

Floor Turf Estate,

Dr. E. Moses Road, Mahalaxmi,

Mumbai- 400 011

Brickwork Ratings India Private Limited

3rd

Floor, Raj Alkaa Park,

Kalena Agrahara,

Bannerghatta Road,

Bengaluru – 560 076

Disclosure Document

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23

Auditors

M/s Agarwal Prakash & Co, Chartered Accountants (ICAI FRN No. 005975N)

508, Indra Prakash,

21 Barakhamba Road,

New Delhi - 110001

Stock Exchanges

National Stock Exchange of India Limited

Exchange Plaza,

Bandra Kurla Complex,

Bandra East,

Mumbai – 400 051

BSE Limited

20th

Floor,

P J Towers,

Dalal Street,

Mumbai – 400 001

Disclosure Document

For private circulation only

24

OUR BUSINESS

Overview

The Company is a non-deposit taking non-systemically important NBFC registered with the RBI. We focus primarily in

providing loans to MSME sector and home loans to people associated with MSME sector.

Indiabulls Rural Finance Private Limited (formerly known as Littleman Fiscal Services Private Limited), Gurgaon is

owned by SORIL Infra Resources Limited, a listed Indian company. The new management started its operations in

February 2019 after change in ownership on January 25, 2019 as per RBI approval, with clear focus on the untapped credit

opportunity in MSME and small business segment across the country. The Company is focused on providing secured term

loan to MSME/small business/ traders segment for business purposes and also offering Home Loans in affordable and

low-ticket size categories. The Company aims to establish in tier II and tier III towns and outer periphery of big cities;

with geographical presence in North and Central Indian states of Rajasthan, Delhi National Capital Region, Haryana,

Punjab, Gujarat, Madhya Pradesh and Chhattisgarh.

We have obtained a credit rating of ―IVR A/ Stable Outlook‖ by Infomerics and ―BWR A (Stable)‖ from Brickwork

Ratings in relation to our long term and short-term bank facilities. Instruments with BWR A ratings and IVR A ratings are

considered to have adequate degree of safety regarding timely servicing of financial obligations and such instruments

carry low credit risk. The credit rating of ―BWR A1‖ signifies a strong degree of safety regarding timely payment of

financial obligations and such instruments carry low credit risk. We believe that our ratings result in a lower cost of funds

for the Company.

We rely on long-term and medium-term borrowings from banks; amongst others, including issuances of non-convertible

debentures and commercial papers. We have a diversified lender base comprising public sector undertakings (―PSUs‖),

private banks, mutual funds, provident funds, pension funds and others. We sell down parts of our portfolios through

direct assignment of loan receivables to various banks and institution and will also go for securitisation deals in future,

which results in an additional source of liquidity for us.

Corporate Structure

The Company is a wholly owned subsidiary of SORIL Infra Resources Limited and there is no subsidiary of the Company.

Key Operational and Financial Parameters

A summary of our key operational and financial parameters for the financial year ending March 31, 2019 and for the nine

month period ended December 31, 2019, are set out below:

(in Rs. Crores)

Parameters FY 2018-2019 9 months ended

December 2019

Net-worth

116.72

122.41

Total Debt of which:

Non-current Maturities of Long Term Borrowing

-

110.80

Short Term Borrowing

Current Maturities of Long Term Borrowing

Net Fixed Assets

-

4.01

Non-Current Assets (Excluding Fixed Assets & Assets Under Management)

0.15

0.75

Cash and Bank Balances

1.32

8.39

Current Investments 7.05 -

Current Assets (Excluding Cash and Bank Balances & Current Investments & Assets

Under Management) 0.16

2.56

Current Liabilities (excluding short term borrowings, Current Maturities of Long Term

Borrowing) 32.89

3.83

Non-Current Liabilities (excluding long term borrowings)

0.36

1.00

Assets Under Management

141.29

263.84

Disclosure Document

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25

Parameters FY 2018-2019 9 months ended

December 2019

Off Balance Sheet Assets - -

Interest Income (Including Treasury Income)

1.37

30.01

Interest Expenses

0.00

8.25

Provisioning & Write-offs (net of recoveries)

0.35

0.20

PAT

-0.00

5.69

Gross NPA (%) 0.00% 0.01%

Net NPA (%) 0.00% 0.01%

Tier I Capital Adequacy Ratio (%)-Standalone 78.55% 52.86%

Tier II Capital Adequacy Ratio (%)-Standalone 0.01% 0.51%

Dividends Declared Nil Nil

Interest Service Coverage Ratio

Nil

1.89

Pursuant to approval of the RBI dated December 12, 2018, 100% of the equity share capital of the Company was acquired

by SORIL Infra Resources Limited (the "Acquirer") on January 25, 2019 (the "Acquisition"). Pursuant to the Acquisition,

the board of directors of the Company as well as its management were reconstituted by the Acquirer. The Company only

commenced its business operations after completion of the Acquisition. The financial performance of the Company during

this limited period was therefore reflected in the audited financial statements of the Company as at and for the financial

year ended March 31, 2019 and any financial information for subsequent periods.

Project cost and means of financing, in case of funding new projects

Not applicable

The debt equity ratio prior to and after issue of the debt security

Based on the December 31, 2019 accounts available of the Company

(a) Debt Equity Ratio prior to issue of the Debt security (as on December 31, 2019) 0.84

(b) Debt Equity Ratio after issue of the Debt security* 1.65

* - Assuming full subscription of the current issue.

Disclosure Document

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26

HISTORY AND CERTAIN CORPORATE MATTERS

History of the Company

The Company, was incorporated as a legal entity and came into existence on October 20, 1993, under the Companies Act,

1956, having been registered on such date with the Registrar of Companies, NCT of Delhi and Haryana vide registration

no. ‗11-74596‘, with the name of Littleman Fiscal Services Private Limited.

Our Registered Office is located at Indiabulls Finance Centre, Tower -1, 10th

Floor, CS 612/613, S. B. Marg, Elphinstone,

Mumbai – 400013, Maharashtra. We are registered with the Registrar of Companies under CIN

U74140MH1993PTC074596.

The authorised capital of the Company as on March 31, 2020 is Rs. 450,000,000 (Rupees Forty Five Crores only) divided

into 45,000,000 (Four Crore Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each and the Issued, Subscribed and

Paid-up Share Capital of the Company as on March 31, 2020 is Rs. 417,974,000 (Rupees Forty One Crores Seventy Nine

Lacs Seventy Four Thousand only) consisting of 41,797,400 (Four Crore Seventeen Lacs Ninety Seven Thousand Four

Hundred) Equity Shares of face value of Rs. 10 each.

Major

Events

Date/Period

Activities

October 20,

1993

Littleman Fiscal Services Private Limited, incorporated as Private Limited Company under the Companies Act, 1956.

February 5,

2004

The Reserve Bank of India had issued Certificate of Registration No. B - 13.01706 on February 5, 2004 to carry on the

business of Non –Banking Financial Institution without accepting Public Deposit.

April 24,

2019

RBI issued fresh certificate of registration bearing number B-13.01706 dated April 24, 2019, to carry on the business of

NBFC without accepting public deposits, upon change of name of the Company to Indiabulls Rural Finance Private

Limited.

Details of share capital as on March 31, 2020

Share Capital Amount (in Rs.)

Authorized Share Capital The Authorised Capital of the Company as on March 31, 2020 is Rs. 450,000,000 (Rupees Forty

Five Crores only) divided into 45,000,000 (Four Crore Fifty Lacs) Equity Shares of Rs. 10/-

(Rupees Ten only) each

Issued, Subscribed and Paid-up

Share Capital

The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2020 is Rs.

417,974,000 (Rupees Forty One Crores Seventy Nine Lacs Seventy Four Thousand only)

consisting of 41,797,400 (Four Crore Seventeen Lacs Ninety Seven Thousand Four Hundred)

Equity Shares of face value of Rs. 10 each.

Changes in Authorised Share Capital of the Company as on March 31, 2020, for the last five years

Date of Change

(AGM/EGM)

Amount

(in Rs.)

Particulars

EGM: February 29, 2016 90,00,000/- The authorised capital of the Company was reclassified from Rs.

50,00,000/- divided into 500,000 Equity Shares of Rs. 10/- each to Rs.

90,00,000/- divided into 9,00,000 Equity Shares of Rs. 10/- each

EGM: February 14, 2017 1,80,00,000/- Increase in authorized capital from

Rs. 90,00,000/- divided into 9,00,000 Equity Shares of Rs. 10/- each to

Rs. 18,000,000/- (Rupees One Crore Eighty Lacs only) divided into

1,800,000 Equity Shares of Rs. 10/- each.

EGM: February 4, 2019 25,00,00,000/- Increase in authorized capital from Rs. 18,000,000/- (Rupees One

Crore Eighty Lacs only) divided into 1,800,000 Equity Shares of Rs.

10/- each to Rs. 250,000,000/- divided into 25,000,000 Equity Shares

of Rs. 10/- each.

EGM: February 25, 2019 45,00,00,000/- Increase in Authorized Capital from Rs. 250,000,000/- divided into

25,000,000 Equity Shares of Rs. 10/- each to Rs. 450,000,000/- divided

into 45,000,000 Equity Shares of Rs. 10/- each.

Equity Share Capital History of the Company as on March 31, 2020

Date of

Allotment

No of

Equity

Shares

allotted

Face

Value

(Rs)

Issue

Price

(Rs)

Consideration

(Cash,

other than

cash, etc)

Nature of

Allotment/Remarks

Cumulative

No of

equity

Equity

Share

Equity

Share

Disclosure Document

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27

Details of any acquisition or amalgamation in the last one year

There has been no acquisition or amalgamation in the last one year.

Details of any Reorganization or Reconstruction in the last one year

There has been no reorganization or reconstruction in the last one year.

shares Capital (Rs) Premium

(in Rs)

February

21, 2019

15,000,000 10 Rs. 10

per

share

Rs.150,000,000 Rights Issue

16,797,400

167,974,000/- NIL

March 29,

2019

25,000,000 10 Rs. 10

per

share

Rs.

1,000,000,000

Rights Issue

41,797,400 417,974,000 750,000,000

Disclosure Document

For private circulation only

28

SHAREHOLDING

Shareholding pattern of the company as on March 31, 2020

The share holding pattern of the Company as at March 31, 2020 is as under:

S No. Name& Address Total No of Equity Shares % of holding

1 SORIL Infra Resources Limited

Plot No. 448-451 Udyog Vihar, Phase-V,

Gurgaon, Haryana – 122016.

41,797,394 Equity Shares of Rs. 10 Each 100.00%

2 Mr. Rananjay Kumar Singh

G Block, House No-55, 1st Floor, Mohan

Nagar, Marutikunj, Gurugram – 122102

1* Equity Share of Rs. 10 Each 0.00%

3 Mr. Shashi Kant

B 291, Gali No. 14, Tomar Colony, Burari,

Delhi – 110084

1* Equity Share of Rs. 10 Each 0.00%

4 Mr. Amit Jain

H.No-1116, Ward No.29, Sector- 4, Gurgaon

122001.

1* Equity Share of Rs. 10 Each 0.00%

5 Mr. Satish Chand

Flat No. H-66, Plot No. 6, DGS Co-operative

Group Housing Society, Sector-22, Dwarka,

New Delhi110075

1* Equity Share of Rs. 10 Each 0.00%

6 Mr. Matbeer Singh

F 25-ST. 6, Sadatpur, Karawal Nagar, Delhi-

110094

1* Equity Share of Rs. 10 Each 0.00%

7 Mr. Pankaj Sharma

Flat No. 240, Pocket-2, Fourth Floor, Sector-

19, Dwarka, New Delhi-110075

1* Equity Share of Rs. 10 Each 0.00%

Total 41,797,400 Equity Shares of Rs. 10 Each 100.00%

* Held as Nominee of SORIL Infra Resources Limited

Details of top ten equity shareholders of the Company as on March 31, 2020.

The following table sets out a list of the equity shareholders (on a standalone basis) holding the highest value of equity

shares of the Company as of March 31, 2020:

Sr. No. Name of the shareholder

Details of Shares held

No. of shares held As a % of total

shareholding

1. SORIL Infra Resources Limited (along with its Nominees) 41,797,400

100

Disclosure Document

For private circulation only

29

BOARD OF DIRECTORS

The following table sets forth details regarding our Board of Directors.

Sr.

No.

Name of

Director

Residential

Address

Date of Birth

(Age)

Director of the

Company since

Designation DIN Directorship in other

companies

Mr. Vijay

Kumar

Agrawal

103, Tower 15,

CHD Avenue 71,

Sector- 71, Fazilpur,

Gurgaon, Haryana -

122101

May 8, 1970

(49 years)

February 1,

2019

Whole Time

Director

08329352 NIL

Mr.

Ashwin

Mallick

Mittal

A 2602, Lodha

Bellissimo, Apollo

Mills Compound, N

M Joshi Marg,

Mahalaxmi,

Mumbai,

Maharashtra -

400011

April 26, 1977

(43 years)

January 23,

2019

Non-

Executive

Director

08030601 Indiabulls Life Insurance

Company Limited

Mr.

Mukesh

Kumar

Garg

5475 Gali No. 72,

First Floor,

Regarpura, Karol

Bagh, New Delhi -

110005

December 21,

1967

(52 years)

January 23,

2019

Non-

Executive

Director

07078830 NIL

Mr. Prem

Prakash

Mirdha

Mirdha Road, Sirsi

Road, Opposite

Mama ki Dhani,

Jaipur, Rajasthan -

302012

May 8, 1972

(47 years)

April 23, 2019 Independent

Director

01352748 Soril Infra Resources

Limited

Indiabulls Housing

Finance Limited

Indiabulls Estate Limited

Airmid Developers

Limited

Airmid Aviation Services

Limited

Indiabulls Commercial

Credit Limited

Indiabulls Insurance

Advisors Limited

Disclosure Document

For private circulation only

30

Details of Change in Directors since last three years

The following are the changes in the Board of Directors in the last three years preceding this Disclosure Document. To

maintain brevity and to avoid any confusion, this table does not enumerate the instances where the Status or Designation

of the Director has been changed or when the appointment of an Additional Director has been regularized.

Sr.

No

Name, Address & DIN Designation Date of

Appointment /

Cessation

Director of the

Company since (in

case of resignation)

Appointment/

Resignation

1. Mr. Prem Prakash Mirdha

Mirdha Farm, Sirsi Road,

Opposite Mama ki Dhani, Jaipur,

Rajasthan – 302012

(DIN: 01352748)

Independent

Director

April 23, 2019 Not Applicable Appointment

2. Mr. Vijay Kumar Agrawal

103, Tower 15, CHD Avenue 71

Sector- 71, Fazilpur Gurgaon

122101 HR IN

(DIN: 08329352)

Whole Time

Director

February 1, 2019 Not Applicable Appointment

3. Mr. Ashwin Mallick

A 2602, Lodha Bellissimo,

Apollo Mills Compound,

N M Joshi Marg, Mahalaxmi,

Mumbai - 400011 MH IN

(DIN: 08030601)

Non-Executive

Director

January 23, 2019 Not Applicable Appointment

4. Mr. Mukesh Kumar Garg

5475 Gali No. 72, First Floor,

Regarpura, Karol Bagh,

New Delhi - 110005

(DIN: 07078830)

Non-Executive

Director

January 23, 2019 Not Applicable Appointment

5. Mr. Ramshankar Satyanarayan

Agrawal

A/104, Blue Heaven CHS Ltd.

Near ICICI Bank, Thakur

Complex, Kandiva li, East S.

Mumbai 400101

(DIN: 01242553)

Director January 25, 2019 May 28, 1997 Resignation

6. Mr. Narottamlal Nagarmal Saini

309-310,Gundecha Industrial

Complex., Akurli Road,

Near Big Bazar, Kandivali East S.O

Mumbai 400101

(DIN: 01759826)

Director January 25, 2019 July 19, 2008

Resignation

Disclosure Document

For private circulation only

31

STATUTORY AUDITORS

Details of the statutory auditors of the Company: -

Name of Statutory Auditor Address Auditor since

M/s Agarwal Prakash & Co 508, Indra Prakash, 21 Barakhamba Road,

New Delhi - 110001

September 24, 2019

Details of change in statutory auditors of the Company since the last three years preceding this Disclosure Document

Except as mentioned below, there had been no change in the statutory auditors of the Company since the last three years

preceding this Disclosure Document:

Name Address Date of Appointment/

Resignation

Auditor of the

Company since (in case

of resignation)

Remarks

M/s Jain Vijay and

Company

305 Sona Chambers

507/508 Chira Bazar

JSS Road Marine Line

Mumbai Maharashtra

India-400002

January 25, 2020 Incorporation Ceased to be auditors of

the Company pursuant

to the change in

ownership and

management.

Disclosure Document

For private circulation only

32

FINANCIAL INDEBTEDNESS

Details of Secured Loan Facilities as on March 31, 2020

Nil

Details of Unsecured Loan Facilities as on March 31, 2020

Lender’s name Nature of facility/

instrument

Amount sanctioned Principal amount

outstanding as on

March 31, 2020

Repayment date / schedule

SORIL Infra Resources

Limited

Unsecured loan Rs 83,29,99,381

Rs 83,29,99,381 Repayable at the end of 7 years

Details of Secured NCDs as at March 31, 2020

Nil

Details of Unsecured NCDs as at March 31, 2020

Nil

List of Top 10 Debenture holders as on March 31, 2020

Not applicable

The amount of corporate guarantee issued by the issuer along with name of the counterparty

Nil

Details of Commercial Paper Outstanding as on March 31, 2020

Nil

Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures /

Preference Shares) as on March 31, 2020

Nil

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 five years:

Nil

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

Disclosure Document

For private circulation only

33

OUR PROMOTER

Details of Promoter of the Company

Our Promoter is SORIL Infra Resources Limited (―SIRL‖)

SIRL was incorporated on March 18, 2005. SIRL is into the business of Equipment renting services, LED lighting,

financing and related activities and management and maintenance services.

Equipment renting services of SIRL is branded as ―Indiabulls Store One‖. Indiabulls Store One is one of the largest

equipment rental solutions providers in India with pan-India projects of its customers and operates from offices in

Mumbai, Gurugram, Kolkata, Hyderabad, Bangalore, Ahmedabad, Pune and Chennai.

LED lighting services of SIRL is branded as ―Indiabulls LED‖. LED business started with Projects in the Institutional

LED Lighting market in FY 2017-2018 and expanded to consumer LED lighting market. The products are marketed

through 23 offices across the Country and distributed across a network of 175 town/cities of India through 600 channel

partners and more than 10,000 retail points as on date. Indiabulls LED is one of the leading LED lighting solution

providers in India with special focus on professional LED luminaires and personal LED luminaires. Indiabulls LED is

engaged in designing and manufacturing energy efficient and durable LED luminaires for homes, modern workspaces,

retail spaces, manufacturing facilities, roadways and city beautification projects. Indiabulls LED business is ISO

9001:2015 certified company for Design, Development, Engineering, Marketing and supply of LED luminaires, lighting

controls and accessories including electronics drivers, as well as for lighting design and marketing Services.

Management and maintenance services of SIRL has developed expertise in all avenues of management and maintenance

of properties. Current projects of management and maintenance services of SIRL span more than two million square feet

of high end commercial and residential developments.

Besides the above, it has made 100% ownership investment in Indiabulls Rural Finance Private Limited.

Details of Promoter holding in the Company as of March 31, 2020

Sr.

No.

Name of the

shareholder

Total No. of

Equity Shares

No. of Equity

Shares in demat

form

Total

shareholding as

% of total no of

equity shares

Number of

shares pledged

% of Shares

pledged with

respect to

shares

1. SORIL Infra Resources

Limited *

41,797,400 41,797,400 100% Nil NA

* 6 Equity Shares are held by certain individual nominees holding one share each in physical form, as nominees of SIRL.

Disclosure Document

For private circulation only

34

FINANCIAL INFORMATION

Abridged version of latest Audited Financial Information (P&L statement, Balance Sheet and Cash Flow

Statement) for the last three years and auditors qualifications, if any (as per Indian GAAP).

Please refer to Annexure III

Abridged version of limited review financial information for the nine month period ended December 31, 2019 (as

per Indian GAAP).

Please refer to Annexure IV

Disclosure Document

For private circulation only

35

OTHER INFORMATION

Any material event/ development or change at the time of issue or subsequent to the issue which may affect the

issue or the investor’s decision to invest / continue to invest in the debt securities.

No material event/development/change has taken place that will materially affect the performance or prospects of the

Company or which may affect the Issue or the prospective investors‘ decision to invest in the Debentures.

The names of the debenture trustee(s) shall be mentioned with a statement to the effect that debenture trustee(s)

has given his consent to the issuer for his appointment under regulation 4 (4) and also in all the subsequent

periodical communications sent to the holders of debt securities.

IDBI Trusteeship Services Limited has been appointed to act as the Trustee for the Debenture holders (hereinafter referred

to as ―Trustee‖). Consent in writing of the IDBI Trusteeship Services Limited to act as the debenture trustee has been

obtained and such consent has not been withdrawn up to the time of filing of this Disclosure Document.

All remedies of the Debenture holder(s) for the amounts due on the Debentures will be vested with the Trustees on behalf

of the Debenture holder(s).

The Debenture holders shall without any further act or deed be deemed to have irrevocably given their consent to and

authorize the Trustees or any of their Agents or authorized officials to do inter alia acts, deeds and things necessary in

respect of or relating to the creation of security in terms of this Disclosure Document.

The rating rationale(s) adopted by the rating agencies shall be disclosed.

The rating rationale by Infomerics and Brickwork Ratings is attached at the end of this document as Annexure I. The

credit rating letters provided by Infomerics and Brickwork Ratings are not older than one month from the date of opening

the issue and the credit rating rationale is not older than one year from the date of opening the issue.

Guarantee or comfort for the Debentures

The Debentures are not backed by any guarantee or letter of comfort or any other document / letter with similar intent by

any party.

Consent letter from the Debenture Trustee

Copy of the consent letter from the Debenture Trustee is enclosed at the end of this document as Annexure II.

Names of all the recognised stock exchanges where the Debentures are proposed to be listed clearly indicating the

designated stock exchange

The debentures are proposed to be listed on WDM segment of the NSE and BSE. BSE shall act as the designated stock

exchange of the Issuer.

Debenture Redemption Reserve

Being a NBFC Company, no Debenture Redemption Reserve is being created for the issue of NCDs in pursuance of this

Disclosure Document since creation of Debenture Redemption Reserve is not required for the proposed issuance of

debentures under the Companies (Share Capital and Debentures) Rules, 2014, as amended.

Issue related Laws

The Debentures offered are subject to provisions of the Companies Act, SEBI Debt Regulations, SEBI Listing

Regulations, Securities Contracts (Regulation) Act, 1956, as amended, the Depositories Act, 1996, as amended and rules

and regulations made under these enactments.

Governing Law

The Debentures shall be construed to be governed in accordance with Indian Law. The competent courts at Mumbai alone

shall have jurisdiction in connection with any matter arising out of or under these precincts. Over and above the aforesaid

Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the

Debentures to be issued to the allottees and the Debenture Trust Deed / Trustee Agreement.

Disclosure Document

For private circulation only

36

MATERIAL CONTRACTS

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

financial obligations of the issuer.

By very nature of its business, the Company is involved in large number of transactions involving financial obligations

and therefore it may not be possible to furnish details of all material contracts and agreements involving financial

obligations of the Company. However, the contracts/documents referred below (not being contracts entered into in the

ordinary course of the business carried on by the Company) which are or may be deemed to be material have been entered

into by the Company. Copies of these contracts /documents shall be available for inspection at the registered office of the

Company between 10.00 a.m. and 12.00 noon on all days except Saturdays, Sundays and Public holidays.

1. The Memorandum and Articles of Association of the Company, as amended from time to time.

2. Credit rating letter dated June 10, 2020 by Infomerics assigning a rating of IVR A/ Stable Outlook in respect of

the NCDs.

3. Credit rating letter dated June 11, 2020 by Brickwork Ratings assigning a rating of BWR A (Stable) in respect of

the NCDs.

4. Certified copy of the resolution of the Board of Directors passed at its meeting held on March 20, 2020 approving

this proposed private placement of issuance of NCDs aggregating to Rs. 50 crores along with a green shoe option

to over-allot NCDs aggregating up to Rs. 50 crores.

5. Certified true copy of the special resolution passed by the shareholders of the Company at the extra ordinary

general meeting held on March 21, 2020 authorizing the Board of Directors of the Company to borrow monies by

way of issue of NCDs.

6. Financial Statement of the Company for the year ended March 31, 2019 and limited review financial results for

nine months ended December 31, 2019.

Disclosure Document

For private circulation only

37

ISSUE DETAILS

The Company proposes to issue secured redeemable non-convertible debentures of face value of Rs. 10,00,000 (Rupees

Ten Lakhs) each for cash at par aggregating up to Rs. 50 crores along with a green shoe option to over-allot NCDs

aggregating up to Rs. 50 crores for cash to eligible investors on a private placement basis. The terms are given herein

below. The specific terms of the Issue will be finalized closer to the actual date of issuance by way of Term Sheet and

would be submitted to BSE and NSE at that point of time.

Issue Size

10.50 % p.a. Secured Redeemable Non-Convertible Debentures (―Debentures‖) of the face value of Rs. 10,00,000 each

for cash, aggregating to Rs. 50 crores along with a green shoe option to over-allot NCDs aggregating up to Rs. 50 crores.

Details of utilization of the Issue Proceeds

The proceeds to be used for business activities of the company (including lending to the borrowers of the company,

working capital requirements and other business purposes). The issue proceeds shall not be utilized for any of the

activities of NBFCs for which Bank finance is not permissible as per RBI guidelines.

An undertaking that the Issuer shall use a common form of transfer

The debentures are being issued in dematerialised form. The transfer of Debentures in dematerialised form would be in

accordance with the rules/procedures as prescribed by NSDL/CDSL/Depository participant. Further, the company

undertakes to use a common form of transfer of debentures if any debenture is rematerialised and transferred.

Redemption amount, period of maturity, yield on redemption

The proposed issue is for private placement of secured redeemable non-convertible debentures aggregating up to Rs. 50

crores along with a green shoe option to over-allot NCDs aggregating up to Rs. 50 crores.

Information relating to the terms of the offer or purchase

The Issue

Indiabulls Rural Finance Private Limited, proposes to issue 10.50 % p.a. Secured Redeemable Non-Convertible

Debentures of the face value of Rs. 10,00,000 each aggregating to Rs. 50 crores along with a green shoe option to over-

allot NCDs aggregating up to Rs. 50 crores for cash to eligible investors on a private placement basis.

The Debentures are being issued in terms of this Disclosure Document and in pursuant to the resolution passed by the

Board of Directors of the Company at its meeting held March 20, 2020 and subject to the provisions of the Companies

Act, 2013 and the Memorandum and Articles of Association of the Company.

The Board Resolution dated March 20, 2020, authorizes Vijay Kumar Agarwal, to severally issue the Disclosure

Document and sign the same for and on behalf of the Board of Directors of the Company. A certified true copy of the said

resolution is annexed herewith. as Annexure V

This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus. This is only an information

brochure intended for private use and should not be construed to be a prospectus and/or an invitation to the public or any

person other than the addressee, for subscription to the Debentures under any law for the time being in force. The

Company can, at its sole and absolute discretion change the terms of the issue.

Nature of Instrument

Secured Redeemable Non-Convertible Debentures

Purchase/ Sale of Debentures

The Issuer may, at any time and from time to time, prior to Redemption Date, purchase Debentures in part (on a pro-rata

basis or otherwise) or full at discount, at par or at premium in the open market or otherwise as may be determined by the

Board of Directors / Finance Committee of the Issuer. Such Debentures, at the option of the Issuer, may be cancelled, held

or resold, as permitted under Applicable Laws, at such price and on such terms and conditions as the Board of Directors /

Finance Committee of the Issuer may deem fit. Such purchase / sale of Debentures shall not require any further consent /

approval of the Debenture Holder(s) / Debenture Trustee. The right to purchase Debentures is not a call option and should

Disclosure Document

For private circulation only

38

not be construed as such by anyone. The right of purchase and sale can be exercised by the Company multiple times

during the tenor of the Debentures without applicability of any minimum amount or price of the Debentures.

Security

The Secured NCDs proposed to be issued will be secured by a first ranking pari passu charge on the financial and non-

financial assets (including investments) of the Company, both present and future; and on present and future loan assets of

the Company, including all monies receivable for the principal amount and interest thereon.

Security Cover

The security cover will be at least one time of the outstanding book value of the NCDs at all times during the tenure of

NCDs.

Deemed Date of Allotment

The deemed date of allotment for the Issue will be mentioned in the Term Sheet.

Face Value, Issue Price, Effective Yield for Investor

Each Debenture has a face value of Rs. 10,00,000 (Rupees Ten Lakhs) and is issued at par i.e. for Rs. 10,00,000 (Rupees

Ten Lakhs). Since there is no premium or discount on either issue price or on redemption value of the Debenture, the

effective yield for the investors held to maturity shall be the same as the annualised coupon rate on the Debentures.

Minimum Bid

The minimum bid lot shall be 1 (one) Debenture having face value of Rs. 10,00,000 (Rupees Ten Lakhs) each and in

multiple of 1 (one) Debenture thereafter.

Interest on Coupon bearing Debentures

a) Interest Rate

In case of fixed rate Debentures, they shall carry interest at fixed coupon rate as per the Term Sheet from the

corresponding deemed date of allotment.

In case of floating rate Debentures, the relevant coupon for any interest period shall be determined by the underlying

benchmark, mark up/down on that and the reset frequency as per the Term Sheet.

The interest shall be subject to deduction of tax at source at the rates prevailing from time to time under the provisions of

the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, for which a certificate will be

issued by the Company.

b) Computation of Interest

Interest for each of the interest periods shall be computed on an actual-by-365 days a year basis on the principal

outstanding on the Debentures at the coupon rate. However, where the interest period (start date to end date) includes 29th

February, interest shall be computed on 366 days-a-year basis, on the principal outstanding on the Debentures at the

coupon rate or as mentioned in the Term Sheet.

c) Payment of Interest

Interest on Debentures will be paid to the Debenture Holders/ Beneficial Owners as per the beneficiary list provided by the

Registrar/ Depository as on the Record Date.

Payment will be made by way of RTGS/ NEFT/ any other electronic mode / any other permissible mode of payment from

time to time in the name of Debenture Holder(s) whose names appear on the list of beneficial owners as on the record date

given by the depository to the Company.

Such interest will be paid monthly/ quarterly/semi-annually/annually as per the Term Sheet, subject to submission of

complete KYC documents.

Disclosure Document

For private circulation only

39

Interest on Zero Coupon Debentures

The Debentures shall carry an implicit yield at the rate as mentioned in the Term Sheet. The yield shall be subject to

deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or

any other statutory modification or re-enactment thereof for which a certificate will be issued by the Company.

Interest on Application Money

Interest at the coupon rate as notified in the pricing supplement (subject to deduction of income tax under the provisions of

the Income Tax Act, 1961, or any other statuary modification or re-enactments thereof, as applicable) will be paid to all

the applicants on the application money for debentures. Such interest shall be paid from the date of realisation of

cheque(s)/ demand draft(s)/ RTGS upto one day prior to the Date of Allotment. The interest on application money will be

computed on Actual/Actual day basis. Such interest would be paid on all valid applications.

Where the entire or part of subscription amount has been refunded, the interest at the respective coupon rate on application

money will be paid along with the Refund Orders. Where an applicant is allotted lesser number of debentures than applied

for, the excess amount paid on application will be refunded to the applicant along with the interest at the respective

coupon rate on refunded money. The interest on application money (along with refund orders, in case of refund of

application money, if any) shall be paid by the company within 2 business days from the deemed date of allotment.

As the pay-in date and the deemed date of allotment fall on the same date, interest on application money shall not be

applicable. Further, no interest on application money will be payable in case the Issue is withdrawn by the Issuer in

accordance with the Operational Guidelines.

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 holders at the office of the Transfer Agents of the Company at least 15 days before the interest 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.

Regarding deduction of tax at source and the requisite certificate(s)/ order(s)/ declaration(s)/ document(s) forms to be

submitted, prospective investors are advised to consult their own tax consultant(s).

With effect from June 1, 2008 under Section 193 of the Income-tax Act, 1961, no tax is deductible at source from the

amount of interest payable on any security issued by a Company in dematerialised form and listed on a recognised stock

exchange in India in accordance with the Securities Contract (Regulation) Act, 1956 and the rules made thereunder, held

by a person resident in India. Since the Debentures shall be issued in dematerialized mode and are proposed to be listed on

BSE and NSE, no tax will be deductible at source on the payment or credit of interest on the Debentures held by any

person resident in India. Provided that if the law is subsequently amended to mandate deduction of tax at source from the

amount of interest payable, the Issuer shall comply with such amended laws and regulations and deduct the tax at source

as required.

Section 115AD read with section 194LD of the Income Tax Act, 1961 governs the taxability of Interest on rupee

denominated bonds for the investors registered with Securities and Exchange Board of India (―SEBI‖) as a Foreign

Institutional Investor (―FII‖) or Qualified Institutional Investor (―QII)‖ or Foreign Portfolio Investor (―FPI‖) and provides

that Interest income received by FII/QII/FPI after 01 June 2013 but before 01 July 2023 from a rupee denominated bond

issued by an Indian company shall be subject to withholding tax taxable at the rate of 5% (plus applicable surcharge and

health and education cess), if the rate of interest on such bond does not exceed the rate notified by the Central

Government. As per the notification the Interest rate should not exceed 500 basis points over the base rate of State Bank of

India applicable on date of issue of the said bonds.

With regards to the interest payments made after July 1, 2023, or if the rate of interest exceeds the prescribed rate (as

mentioned above), tax will be required to be withheld at the rate of 20% (plus applicable surcharge and health and

education cess). This rate will be subject to any lower rate of tax provided by an applicable tax treaty entered into between

India and the jurisdiction of residence of the investor.

The above beneficial rate of 5% (plus surcharge and cess) under section 194LD shall be applicable subject to following

list of documents:

(i) PAN – Note that PAN will not be required if the FII/QII/FPI provides documentation including a Tax

Residency Certificate (―TRC‖), a tax identification number and other details including their name, address,

Disclosure Document

For private circulation only

40

email details and contact number, pursuant to section 206AA(7) of the Income Tax Act, 1961 read with rule

37BC of the Income Tax Rules, 1962. In absence of PAN or such other documents such as TRC, a minimum

withholding tax @ 20% shall apply.

(ii) SEBI registration certificate confirming that they are registered as FII/FPI/ QFI.

Redemption of Debentures

The Debentures, unless previously repurchased by the Company, will be redeemed at such price, at the expiry of the tenor

or at the exercise of put/call option, if any, as per the terms mentioned herein in the term sheet.

Payment on Redemption Amount

The Debentures shall be redeemed at par at the end of the three years from the deemed date of allotment (―Redemption

Date‖) as mentioned in the Term Sheet.

The said redemption amount of the Debentures will be credited to the bank account of the beneficiaries as stated in the

beneficiary list provided by the Depositories. The Company shall not be responsible for any non-payment claimed by the

Debenture holder on account of rejection of any electronic payment due to incorrect bank details stated in the beneficiary

list provided by the Depositories or the Debenture holder or his custodian.

The Company's liability to the Debenture holder in respect of all their rights including for payment or otherwise shall

cease and stand extinguished after maturity in all events save and except the Debenture holder‘s right of redemption as

stated above.

On the Company dispatching the payment instrument towards payment of the redemption amount as specified above in

respect of the Debentures, the liability of the Company shall stand extinguished.

The Debentures will not carry any obligation, for interest or otherwise, after the Redemption Date. The Debentures held in

the dematerialised form shall be taken as discharged on payment of the Redemption Amount by the Company on

Redemption Date to the registered Debenture Holders whose name appear in the Register of Debenture Holders /

Beneficial Owners as per the list provided by the Depository(ies), on the Record Date. Such payment will be a legal

discharge of the liability of the Company towards the Debenture Holders.

Payment of Redemption Amount will be made by way of RTGS/ NEFT/ any other electronic mode / any other permissible

mode of payment in the name of Debenture Holder(s)/ Beneficial Owners(s) whose names appear on the List of Beneficial

Owners given by the Depository to the Company as on the Record Date.

Listing

The Debentures issued in terms of this Disclosure Document will be listed on WDM segment of BSE and NSE within 15

days from the deemed date of allotment.

Fictitious Applications

As a matter of abundant caution and although not applicable in the case of Debentures, attention of applicants is specially

drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013:

―Any person who—

i. Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its

securities; or

ii. Makes or abets making of multiple applications to a company in different names or in different combinations of his

name or surname for acquiring or subscribing for its securities; or

iii. otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other

person in a fictitious name,

shall be liable for action under section 447.‖

Section 447 of the Companies Act, 2013 reads as follows –

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41

Without prejudice to any liability including repayment of any debt under the Companies Act, 2013 or any other law for the

time being in force, any person who is found to be guilty of fraud, shall be punishable with imprisonment for a term which

shall not be less than six months but which may extend to ten years and shall also be liable to fine which shall not be less

than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud.

For the purpose of Section 447 of the Companies Act, 2013 –

―fraud‖ in relation to affairs of a company or anybody corporate, includes any act, omission, concealment of any fact or

abuse of position committed by any person or any other person with the connivance in any manner, with intent to deceive,

to gain undue advantage from, or to injure the interests of, the company or its shareholders or its creditors or any other

person, whether or not there is any wrongful gain or wrongful loss.

―wrongful gain‖ means the gain by unlawful means of property to which the person gaining is not legally entitled.

―wrongful loss‖ means the loss by unlawful means of property to which the person losing is legally entitled.

Effect of Holidays

If any of the interest payment dates is a holiday in Mumbai, interest will be payable on the next succeeding business day in

Mumbai and shall be the interest payment date. Such payment on the next day would not constitute non-payment on due

date.

In case the maturity date falls on a holiday, the payment will be made on the previous working day, without any interest

for subsequent period outstanding.

Letter of Allotment and Debenture Certificate in Demat Mode

The Company will make allotment of Debentures to investors in due course after verification of the application form, the

accompanying documents and on realization of the application money. The allotted Debentures at the first instance will be

credited in dematerialised form on Letter of Allotment ISIN (LOAISIN) within seven working days from the date of

allotment. The Company will instruct the Depositories to convert the said LOA ISIN to Secured Debenture ISIN

immediately after the receipt of confirmation of registration of charge from the Registrar of Companies.

Right to Accept or Reject Applications

The Company is entitled at its sole and absolute discretion, to accept or reject any application or commitment, in part or in

full, without assigning any reason. The Application Forms, which are not complete in all respects, are liable to be rejected.

The rejected applicant(s) will be intimated along with the refund warrant(s) within 15 days of closure of the subscription

list.

Record Date

The ‗Record Date‘ for the Debentures shall be the 15th

day prior to the Redemption Date. If the record date falls on any

Sunday or non-working day the date as on the previous working day shall be deemed to be the Record date.

Right of Issuer to Purchase & Re-issue Debentures

The Issuer may if permissible under the relevant provisions of the applicable law exercise its rights, from time to time, to

repurchase some or all the Debenture(s) at any time prior to the date of redemption subject to compliance of all applicable

law, rules & regulations. Such repurchase of debentures may be at par or at premium/discount to the par value at the sole

discretion of the Issuer. The Issuer shall have the right to keep such Debentures alive for the purpose of re-issuing the

same Debentures or by issuing other Debentures in their place in accordance with the relevant provisions of the

Companies Act, 2013.

Future Borrowings

The Company will be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue

Debentures / Notes / other securities in any manner and to change its capital structure, including issue of shares of any

class, on such terms and conditions as the Company may think appropriate without prior approval provided the security

and security cover for this issuance/ tranche is maintained at all points in time till the subsistence of the Debentures as per

the terms of the transaction documents.

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42

The Issuer shall not be required to obtain any consent(s) of Debenture Holder(s)/ Debenture Trustee for creating any

charge on its assets for its present or future borrowings/ issue of debentures / notes/ other securities.

Rights of Debenture Holders

The Debenture holder will not be entitled to any rights and privileges of shareholders other than those available to them

under statutory requirements. The Debentures shall not confer upon the Debenture holder the right to receive notice, or to

attend and vote at the general meetings of shareholders of the Company.

Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the

consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the

Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, provided

that nothing in such consent or resolution shall be operative against the Company where such consent or resolution

modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.

Notices

The notices to the Debenture holder(s) required to be given by the Company or the Trustees shall be deemed to have been

given if sent by registered post to the sole/first allottee or sole/first registered holder of the Debentures, as the case may be.

All notices to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to Registrars or to

such persons at such address as may be notified by the Company from time to time.

All transfer related documents, tax exemption certificates, intimation for loss of Letter of Allotment/Debenture(s) etc.,

requests for issue of duplicate debentures, etc. and/or any other notices/correspondence by the Debenture holder(s) to the

Company with regard to the issue should be sent by Registered Post or by hand delivery to the Registrar, or to such

persons at such persons at such address as may be notified by the Company from time to time.

KYC Policy

The KYC and Prevention of Money Laundering Policy in respect of Securities of the Company (hereinafter referred to as

the ‗KYC Policy - Securities’), has been formulated and adopted by the Company in terms of the provisions of the

Prevention of Money Laundering Act, 2002, as amended, the Rules framed there under, the Notification issued by the

Ministry of Finance (Department of Revenue) vide Circular dated December 16, 2010, the Guidelines issued by the

Securities and Exchange Board of India (SEBI) vide Master Circular ISD/AML/CIR-3/2010 dated December 31, 2010 and

the Circular No. CIR/MIRSD/07/2013 issued by the Securities and Exchange Board of India on September 12, 2013 and

(hereinafter collectively referred to as ‗KYC norms‘).

In terms of the said KYC Policy, the Company has established a mechanism for establishing and verifying the identity,

address and financial background of its customer so as to ensure that the Company is not used as a conduit for money

laundering or terrorism finance purposes.

Notwithstanding the fact that the Debentures are issued in ―compulsory demat mode‖ and that the necessary KYC

compliance may have been conducted by the concerned depository participant(s) and/or other capital market

intermediaries at the time of acceptance of the applicant as their customer under the applicable KYC norms, submission of

KYC documents as prescribed by the KYC norms, whilst subscribing to the Debentures in terms of this Disclosure

Document, is mandatory.

Accordingly, all applicants are requested to submit complete KYC documents to the Company at the time of submission

of the application form.

If the KYC documents submitted by an applicant at the time of subscribing to the Debentures are found not to be in order,

the Company shall be entitled to withhold the allotment of the Debentures pending receipt of complete KYC documents

from such applicant.

In case the Company is constrained to withhold the allotment of Debentures on account of non-submission of complete

KYC documents by the applicant as aforesaid, it shall be at the sole risk of such applicant and the Company shall not be

liable to compensate the applicant for any losses caused or suffered by them on this account, nor shall the Company be

liable to pay any interest on the application amounts for such period during which the allotment of Debentures is withheld.

Electronic Book Mechanism

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43

In terms of SEBI Circular number SEBI/HO/DDHS/CIR/P/2018/05 on January 05, 2018, as amended, electronic book

mechanism is mandatory for all private placements of debt securities in primary market if it is:

1. a single issue, inclusive of green shoe option, if any, of Rs 200 crore or more

2. a shelf issue, consisting of multiple tranches, which cumulatively amounts to Rs 200 crore or more, in a financial year

a subsequent issue, where aggregate of all previous issues by an issuer in a financial year equals or exceeds Rs 200

crore.

The said circular stated that the electronic book mechanism shall be provided by the recognized stock exchanges.

Accordingly, the Company has signed an agreement with both, BSE and NSE for issuance of debt securities on private

placement basis through their Electronic Book Mechanism.

How to Apply

Applications for the Debentures must be made in the prescribed form and must be completed in block letters in English.

Application Forms must be accompanied by either demand draft or cheque, drawn or made payable in favour of Indiabulls

Rural Finance Private Limited, and crossed Account Payee only.

Application will be accepted for a minimum of 10 Debentures and in multiples of 10 Debentures thereafter.

Cheques/demand drafts may be drawn on any bank including a co-operative bank, which is situated at and is a member or

sub-member of the Banker‘s Clearing House located at Mumbai. Outstation / post-dated cheque(s), money order (s), postal

order (s), Cash and Stock Invests will not be accepted. The Company assumes no responsibility for any application(s)/

cheque(s)/Demand draft(s) lost in mail.

Some of the key guidelines in terms of the current Operational Guidelines on issuance of securities on private placement

basis through an electronic book mechanism, are as follows:

1. Modification of Bid: Eligible participants may note that modification of bid is allowed during the bidding period

/ window. However, in the last 10 minutes of the bidding period / window, revision of bid is only allowed for

upward revision of the bid amount placed by the eligible participant.

2. Cancellation of Bid: Eligible participants may note that cancellation of bid is allowed during the bidding period

/ window. However, in the last 10 minutes of the bidding period / window, no cancellation of bids is permitted.

3. Multiple Bids: Investors are permitted to place multiple bids on the EBP platform in line with the Operational

Guidelines.

4. Manner of bidding: The Issue will be through close bidding on the EBP platform in line with the Operational

Guidelines.

5. Manner of allotment: The allotment will be done on uniform yield basis in line with the Operational Guidelines.

6. Manner of settlement: Settlement of the Issue will be done through Indian Clearing Corporation Limited

(ICCL) and the account details are given in the section on Payment Mechanism of this Disclosure Document.

7. Settlement Cycle: The process of pay-in of funds by investors and pay-out to Issuer will be done on T+1 day,

where T is the Issue day.

8. Withdrawal of issue: The Issuer may, at its discretion, withdraw the issue process on the following conditions

(a) non-receipt of bids up to the Issue Size, as applicable for Fixed Rate Debentures and Floating Rate

Debentures, respectively;

(b) bidder has defaulted on payment towards the allotment, within the stipulated time frame, due to which the

Issuer is unable to fulfil the Issue Size, as applicable for Fixed Rate Debentures and Floating Rate

Debentures, respectively.

Provided that the Issuer shall accept or withdraw the Issue on the BSE BOND – EBP Platform within 1 (one)

hour of the closing of the bidding window, and not later than 6 pm on the Issue/Bidding Closing Date.

However, Investors should refer to the Operational Guidelines as prevailing on the date of the bid.

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44

Who can apply

All eligible participants comprising of QIBs, the Arranger and any non-QIB Investors specifically mapped by the Issuer

on the BSE BOND – EBP Platform, are eligible to bid for this Issue.

All eligible participants are required to comply with the relevant regulations/ guidelines applicable to them for investing in

this Issue in accordance with the norms approved by the Government of India, RBI or any other statutory body from time

to time, including but not limited to the Operational Guidelines for investing in this Issue.

Minimum Subscription

As the current issue of Debentures is being made on private placement basis, the requirement of minimum subscription

shall not be applicable and therefore the Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the

event of the total issue collection falling short of the Issue Size or a certain percentage of the Issue Size for Debentures.

Succession

In the event of demise of the sole holder of the Debentures, the Company will recognize the executor or administrator of

the deceased Debenture Holder, or the holder of succession certificate or other legal representative as having title to the

Debentures. The Company shall not be bound to recognize such executor, administrator or holder of the succession

certificate, unless such executor or administrator obtains probate or letter of administration or such holder is the holder of

succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the

matter. The Directors of the Company may, in their absolute discretion, where they think fit, dispense with production of

probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder

as being entitled to the Debentures standing in the name of the deceased Debenture Holder on production of sufficient

documentary proof or indemnity.

The discount at which such offer is made and the effective price for the investor as a result of such discount

The Debentures are being issued at face value and not at discount to offer price.

Servicing behavior on existing debt securities, payment of due interest on due dates on term loans and debt

securities

Company is prompt and regular in servicing of the existing debts. Company has been paying interest and principal on due

dates on term loans and debt securities. No default has been committed by the Company in this regard and there are no

overdues or defaults on Company‘s debt obligations

Depository Arrangements

The Company has appointed Kfin Technologies Private Limited as the Registrar of the Issue. The Company has made

necessary depository arrangements with NSDL and CDSL for the Issue and holding of Debentures in the dematerialised

form by investors. In this context, the Company has signed tripartite agreements as under:

Tripartite Agreement between the Company, the Registrar and Transfer Agent and NSDL for offering Depository

option to the investors.

Tripartite Agreement between the Company, the Registrar and Transfer Agent and CDSL for offering Depository

option to the investors

Coupon Rate

10.50 % per annum, payable annually at the end of every year from the deemed date of allotment.

Market Lot

The market lot will be one Debenture. Since the Debentures are being issued only in dematerialised form, the odd lots will

not arise either at the time of issuance or at the time of transfer of Debentures.

Debentures in Dematerialised Form

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45

The Company is issuing the Debentures only in dematerialised form and hence no Debentures are being issued in physical

form in terms of the Disclosure Document. The Company has entered into Depository Arrangements with NSDL and

CDSL for dematerialisation of the securities.

Interest, Redemption Amount or other benefits with respect to the Debentures would be paid to those Debenture Holders

whose names appear: (i) on the list of Beneficial Owners given by the Depository to the Issuer, and (ii) in the Register of

Debenture Holders, as on the Record Date.

An undertaking that the issuer shall use a common form of transfer

The debentures are being issued in Dematerialised form. The transfer of Debentures in dematerialised form would be in

accordance with the rules/procedures as prescribed by NSDL/CDSL/Depository participant. Further the company

undertakes to use a common form of transfer of debentures if any debenture is rematerialized and transferred.

The normal procedure followed for transfer of securities held in the dematerialized form shall be followed for transfer of

the Debentures, issued in terms of the Disclosure Document and held in electronic form. The seller should give delivery

instructions containing details of the buyer‘s depository account to his Depository Participant.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the

same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository

on the Record Date. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and

not with the Company.

The Company is issuing the Debentures only in the dematerialized form and hence there is no physical holding of the

Debentures being issued in terms of the Disclosure Document. A Debenture Holder may, at its discretion, hold such

Debentures in physical form by rematerializing the same. However, request for effecting transfer of Debentures shall not

be processed unless the Debentures are held in dematerialized form with a depository.

Joint-Holders

Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with

benefits of survivorship in the same manner and to the same extent and be subject to the same restrictions and limitations

as in the case of the existing equity shares of the Company, subject to other provisions contained in the Articles of

Association of the Company.

Mode of Transfer

The Debentures shall be transferable and transmittable in the same manner and to the same extent and be subject to the

same restrictions and limitations as in the case of the existing equity shares of the Company. The provisions relating to

transfer and transmission, nomination and other related matters in respect of equity shares of the Company, contained in

the Articles of Association of the Company, shall apply mutatis mutandis to the transfer and transmission of the

Debentures and nomination in this respect.

List of Debenture Holder(s)/ Beneficiaries

The Company shall request the Registrar/Depository to provide a list of Debenture Holders/ Beneficial Owners at the end

of the Record Date. This shall be the list, which shall be considered for payment of interest or Redemption Amount, as the

case may be.

The other terms of the issue are as under:

Underwriting

The Company reserves the right to appoint one or more underwriters as underwriters as it may deem fit and the same shall

be disclosed in the relevant Pricing Supplement.

Security Creation

Security shall be created and perfected with 90 days from the deemed date of allotment in accordance with SEBI Debt

Regulations. In case of delay in execution of Trust Deed and Charge documents, the Company would refund the

subscription with agreed rate of interest or will pay penal interest of at least at the rate of two per cent per annum over the

coupon rate till these conditions are complied with at the option of the investor.

Disclosure Document

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46

Payment of Interest

Interest for each of the interest periods shall be computed on actual / actual days a year basis on the principal outstanding

of the debentures at the coupon rate. Details of payment frequency will be as mentioned in term sheet as appended in this

document.

Trading

The debenture shall be traded in demat mode only.

Letter/s of allotment/refund order(s)

The Company will issue NCDs in dematerialised form only and will make necessary arrangements with The National

Securities Depository Limited (NSDL) or Central Depository Services Limited (CDSL) for the same. Investors shall hold

the NCDs in dematerialised form and deal with the same as per the provisions of the Depositories Act, 1996 / Rules as

notified by NSDL or CDSL, as applicable from time to time. The Company shall take necessary steps to credit the

Depository Account of the Investor with the amount of NCDs issued within seven days of the Date of Allotment.

Who can apply

Only those investors, who have been addressed through a communication directly, are eligible to apply. No other investor

can apply.

Submission of Documents

Investors should submit the following documents, wherever applicable:

a. Memorandum and Articles of Association/ Documents governing Constitution

b. Resolution authorizing investment along with operating instructions

c. Power of Attorney (original & certified true copy)

d. Specimen signatures of authorised persons

Right of Consolidation and Reissuance

The Board of Directors / Finance Committee of the Issuer shall have the power to consolidate and reissue its debt

securities including the Debentures on such terms and conditions as they may deem fit.

Tax Implications to the Debenture Holders

The holder(s) of the Debentures are advised to consider in their own case, the tax implications in respect of subscription to

the Debentures after consulting their own tax advisor/ counsel.

Right to Accept or Reject Bids

The Issuer reserves its full, unqualified and absolute right to accept or reject any application for bid, in part or in full,

without assigning any reason thereof in accordance with the Operational Guidelines.

Applications under Power of Attorney

Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the

names and specimen signatures of all the authorised signatories and the tax exemption certificate/document, if any, must

be lodged at the time of submission of the completed application form. Further modifications/additions in the power of

attorney or authority should be notified to the Company at its registered office.

Disclosure Clause

In the event of default in the repayment of the principal and/or interest thereon on the due dates, the investors and/or the

Reserve Bank of India/SEBI will have an unqualified right to disclose or publish the name of the borrower and its

directors as defaulter in such manner and through such medium as the Investors and/or the Reserve Bank of India in their

absolute discretion may think fit.

Disclosure Document

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47

Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to

be incorporated in the Debenture Trust Deed/Trustee Agreement.

Registrars

Activities relating to Registrar and Transfer Agent are carried out by KFin Technologies Private Limited. Requests for

registration of transfer, along with Debenture Certificates/Letters of Allotment and appropriate transfer documents should

be sent to the Registrars. The transferee shall also furnish name, address and specimen signatures and wherever necessary,

authority for purchase of Debentures. The Registrars after examining the adequacy and correctness of the documentation

shall register the transfer in its books. However, as the NCDs are compulsorily issued in demat mode, this may not be

applicable.

Trustees

The Company has appointed IDBI Trusteeship Services Ltd. as Debenture Trustees registered with SEBI, for the holders

of the Debentures (hereinafter referred to as ‗Trustees’). The Company will enter into a Trustee Agreement/Trust Deed,

inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the

Debentures.

The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and

authorised the Trustees or any of their Agents or authorised officials to do, inter alia, all such acts, deeds and things

necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this

Memorandum of Private Placement. All rights and remedies under the Debenture Trust Deed and/or other security

documents shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment

made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the

Debenture holder(s).

Sharing of Information

The Company may, at its option, 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 Company, with its subsidiaries and affiliates and other banks, financial

institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company nor its subsidiaries

and affiliates or their agents shall be liable for use of the aforesaid information.

Debenture holder not a Shareholder

The Debenture holders will not be entitled to any of the rights and privileges available to the Shareholders.

Settlement Process

Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issue shall instruct the Depositories on the

Pay-In Date, and the Depositories shall accordingly credit the allocated Debentures to the demat account of the successful

bidder.

The Company shall give the instruction to the Registrar for crediting the Debentures by 12:00 noon on the Pay-In Date.

The Registrar shall provide corporate action file along with all requisite documents to Depositories by 12:00 noon on the

Pay-In Date. On the Pay-In Date, the Depositories shall confirm to ICCL the transfer of Debentures in the demat

account(s) of the successful bidder(s).

Post-Allocation Disclosures by the EBP

Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, coupon rate, ISIN, number of successful

bidders, category of the successful bidder(s), etc., in accordance with the Operational Guidelines. The EBP shall upload

such data, as provided by the Issuer, on its website to make it available to the public.

Additional Covenants

Default in Payment In case of default in payment of Interest and/or principal redemption on the due dates, an additional

interest of at least @ 2% p.a. over the coupon rate will be paid for the defaulting period by the

Company.

Delay in Listing In case of delay in listing of the Debentures beyond 15 days from the deemed date of allotment, the

Company will pay penal interest of at least @ 2% p.a. over the coupon rate from the expiry of 15 days

from the deemed date of allotment till the listing of such Debentures to the investor.

Security Creation Security to be created within three months from the date of closure of the issue in accordance with SEBI

Disclosure Document

For private circulation only

48

(where applicable) Debt Regulations. In case of delay in execution of Trust Deed and Charge documents, the Company

would refund the subscription with agreed rate of interest or will pay penal interest of at least @ 2% p.a.

over the coupon rate till these conditions are complied with at the option of the investor.

The interest rates mentioned in the above three cases are the minimum interest rates payable by the Company and are

independent of each other.

A summary term sheet

Issuer Indiabulls Rural Finance Private Limited

Security Name IBRFPL 26th June 2023

Issue Size Rs. 50 crores (Rs. Fifty Crores Only)

Green shoe Option Rs. 50 crores (Rs. Fifty Crores Only)

Type of Instrument Secured Redeemable Non-Convertible Debentures (NCD)

Nature of Instrument Secured Redeemable Non-Convertible Debentures (NCD)

Seniority Senior

Objects of the Issue The object of the issue is to augment the long-term resources of the Company (deployment of funds on

its own balance sheet).

Details of Utilisation of

Issue Proceeds

The proceeds to be used for business activities of the Company (including lending to the borrowers of

the company, working capital requirements and other business purposes). The issue proceeds shall not

be utilized for any of the activities of NBFCs for which Bank finance is not permissible as per RBI

guidelines.

Security

The Secured NCDs proposed to be issued will be secured by a first ranking pari passu charge on the

financial and non-financial assets (including investments) of the Company, both present and future; and

on present and future loan assets of the Company, including all monies receivable for the principal

amount and interest thereon.

Security Cover 1.00 times

Security Creation

Security to be created and perfected with 90 days from the deemed date of allotment in accordance with

SEBI Debt Regulations. In case of delay in execution of Trust Deed and Charge documents, the

Company would refund the subscription with agreed rate of interest or will pay penal interest of at least

at the rate of two per cent per annum over the coupon rate till these conditions are complied with at the

option of the investor.

Mode of Issue

Private Placement under electronic book mechanism of BSE under SEBI Circular ref

SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018, as amended (―SEBI EBP Circular‖) read

with Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic

Book Mechanism issued by BSE vide their Notice No. 20180328-53 dated March 28, 2018 (―BSE

EBP Guidelines‖) and / or any subsequent guidelines as may be issued by BSE from time to time, in

this regard (BSE EBP Guidelines, together with the SEBI EBP Circular referred to as the ―Operational

Guidelines‖).

Eligible Investors

All QIBs, and any non-QIB Investors specifically mapped by the Issuer on the BSE BOND – EBP

Platform, are eligible to bid / invest / apply for this Issue. All investors are required to comply with the

relevant regulations/ guidelines applicable to them for investing in this Issue.

Listing

National Stock Exchange of India Limited and BSE Limited

In case of delay in listing of the Debentures beyond 15 days from the deemed date of allotment, the

Company will pay penal interest of at least at the rate of 2% per annum over the coupon rate from the

expiry of 15 days from the deemed date of allotment till the listing of such Debentures to the investor.

Designated Exchange BSE Limited

Rating of the Instrument

―IVR A/ Stable Outlook‖ by Infomerics Valuation and Rating Private Limited; and

―BWR A (Stable)‖ by Brickwork Ratings

Coupon Reset Process N.A.

Coupon [.]% p.a. (Payable Annually)

Coupon Type Fixed

Coupon Payment

Frequency Annual

Coupon Payment Dates 25th June 2021, 24th June 2022, 26th June 2023

Tenure 3 years

Redemption Amount Rs. 10,00,000 /- (Rupees Ten Lakhs only) per NCD on maturity

Redemption Price Rs. 10,00,000 /- (Rupees Ten Lakhs only) per NCD on maturity

Redemption

Premium/Discount At Par

Disclosure Document

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49

Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs only) per NCD

Discount at which security

is issued and effective yield

as a result of such discount

N.A.

Put Option N.A.

Put Option Price N.A.

Put Option Date N.A.

Call Option N.A.

Call Option Price N.A.

Call Option Date N.A.

Put Notification Time N.A.

Call Notification Time N.A.

Face Value Rs. 10,00,000/- (Rupees Ten Lakhs only) per NCD

Day Count Basis Actual / Actual

Interest on application

money N.A.

Default in Payment

In case of default in payment of interest and/ or principal redemption on the relevant due dates, the

Company shall pay additional interest at the rate of 2.00% p.a. over the Coupon Rate for the defaulting

period i.e. the period commencing from and including the date on which such amount becomes due and

up to but excluding the date on which such amount is actually paid.

Minimum Application Application will be accepted for a minimum of 10 Debentures and in multiples of 10 Debentures

thereafter.

Issuance Mode of

Instrument Only in Dematerialized form

Trading Mode of the

Instrument Only in Dematerialized form

Settlement Mode of the

Instrument Only in Dematerialized form

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

CDSL)

Registrar KFin Technologies Private Limited

Trustee IDBI Trusteeship Services Limited

Business Day Convention

If any of the interest payment dates is a holiday in Mumbai, interest will be payable on the next

succeeding business day in Mumbai and shall be the interest payment date. Such payment on the next

day would not constitute non-payment on due date.

In case the maturity date falls on a holiday, the payment will be made on the previous working day,

without any interest for subsequent period outstanding.

Record Date 15 Calendar days before the payment date

Transaction Documents

Information Memorandum

Rating Letter

Rating Rationale

Trustee Consent

Application Form

Rights of Issuer to

Purchase & Re-issue

Debentures

The Issuer may if permissible under the relevant provisions of the applicable law exercise its rights,

from time to time, to repurchase some or all the Debenture(s) at any time prior to the date of

redemption subject to compliance of all applicable law, rules and regulations. Such repurchase of

debentures may be at par or at premium/discount to the par value at the sole discretion of the Issuer.

The Issuer shall have the right to keep such Debentures alive for the purpose of re-issuing the same

Debentures or by issuing other Debentures in their place in accordance with the relevant provisions of

the Companies Act, 2013.

Conditions Precedent to

Disbursement None

Conditions Subsequent to

Disbursement None

General covenants and

conditions attached to the

Debentures

As per the Debenture Trust Deed

Events of Default As per the Debenture Trust Deed

Cross Default As per the Debenture Trust Deed

Remedies As per the Debenture Trust Deed

Disclosure Document

For private circulation only

50

Roles and Responsibilities

of Debenture Trustee As per the Debenture Trust Deed

Governing Law and

Jurisdiction Please refer to ‗Governing Law‘ of this Disclosure Document

Settlement RTGS/NEFT/Fund Transfer

Shut Period

The ‗Shut Period‘ for the Debentures shall be for 14 days prior to each interest payment and/ or

principal repayment date in line with SEBI circular no. SEBI/CBM/BOND/2/2007/13/04 dated April

13, 2007

Mode of Subscription As per SEBI circular dated January 5, 2018, as amended and operational guidelines of BSE

Issue / Bid Opening Date 25th June 2020

Issue / Bid Closing Date 25th June 2020

Pay-in Date 26th June 2020

Deemed Date of Allotment 26th June 2020

Manner of Bidding Open Bidding

Mode of Allotment Uniform Allotment

Settlement Mode Indian Clearing Corporation Limited

Arrangers to the Issue Trust Capital Consultancy Services Pvt. Ltd. & Trust Investment Advisors Pvt. Ltd.

Cash Flow (On an indicative basis, can change post EBP)

Cash Flows Date No. of days in Coupon Amount (Rs.)

Coupon I Friday, 25 June 2021 364 1,04,712.33

Coupon II Friday, 24 June 2022 364 1,04,712.33

Coupon III Monday, 26 June 2023 367 1,05,575.34

Principal Repayment Monday, 26 June 2023 10,00,000.00

Total 1095 13,15,000.00

The above tables are illustrative and indicative and assume a random coupon rate. The actual dates and maturity amount

will be in accordance to and in compliance with the provisions of SEBI circular CIR/IMD/DF-1/122/2016 dated

November 11, 2016 giving effect to actual holidays and dates of maturity which qualifies the SEBI requirement.

Disclosures pertaining to wilful defaulter

The Company, our Directors and/or our Promoter have not been categorized as a wilful defaulter by the RBI, any

government/regulatory authority and/or by any bank or financial institution.

Disclosure Document

For private circulation only

51

OTHER DETAILS AND CONFIRMATIONS

Brief particulars of the Management of the Company –

Mr. Vijay Kumar Agrawal – Whole Time Director

Mr. Vijay Kumar Agrawal has rich experience of 24 years working in various industries including real estate, engineering,

and IT. In his career, he has worked on a wide range of projects, from establishing start-ups to setting up large scale

projects. He is a Chartered Accountant and Master‘s in Business Finance from the Institute of Chartered Accountant of

India.

He is also the Chief Financial Officer of SORIL Infra Resources Limited. He is responsible for financial planning and

monitoring, accounting, and tax compliance functions of the company. He has a proven track record in design and

execution of internal control system, and implementation of financial procedures. He has been working with Indiabulls

Group for more than seven years.

Mr. Mukesh Kumar Garg –Non-Executive Director

Mr. Mukesh Garg, an industry veteran with 28 years of experience is the Chief Financial Officer at Indiabulls Housing

Finance Limited since 2008.

He is responsible for the overall financial and business planning, performance monitoring, financial forecasting and

analysis, taxation and cash flow management for the company. He is also integral to activities such as process

improvement and formulation of standard operating procedures, result declaration and auditing of balance sheet,

Governance and Control issues ensuring statutory compliance.

Prior to joining the Company, he was the chief financial officer for Bharti Telesoft Limited, a Bharti Group company,

where he was notably instrumental in negotiating international agreements on business issues with clients like Nokia,

Ericson, France Telecom and MTS Russia. He has also successfully secured a Venture Capital Funding of $13.5 Mn while

at Bharti.

He holds a Bachelor of Commerce degree from Delhi University. He is a Chartered Accountant (All India Rank 7) and

also a Company Secretary.

Mr. Ashwin Mallick - Non-Executive Director

Ashwin Mallick heads the Liabilities and Treasury function at the Company. He joined the Company in 2012 and has a

rich experience of 17 years across the industry.

Before joining the Company, he was the retail bank head at Citibank, Bangladesh and in a prior stint with Citibank, India

led the Branch Banking and Wealth Management Business for a third of Citibank‘s presence in India. He has also worked

with Coca-Cola, HSBC Bank and Aviva Life.

Ashwin is a proud alumnus of the Class of 1999 of Faculty of Management Studies, Delhi.

Mr. Prem Prakash Mirdha - Independent Director

Mr. Prem Prakash Mirdha is an Industrialist with interests in the cement business. He has over 20 years of rich and varied

experience in the areas of administration, finance, regulatory and projects execution. Prior to this, he had a long stint of 11

years with the merchant navy.

Financial or other material interest of the directors, promoters, or key managerial personnel in the offer:

Except as otherwise stated in the Transaction Documents, none of the Directors, or the Promoters, or any Senior

Management of the Company have any financial or other material interest in this Issue.

Financial or other material interest of the directors, promoters, or key managerial personnel in the offer:

Except as otherwise stated in the Transaction Documents, none of the Directors, or the Promoters, or any Senior

Management of the Company have any financial or other material interest in this Issue.

Disclosure Document

For private circulation only

52

Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a

statutory authority against any promoter of the offeree company during the last three years immediately preceding

the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory

authority upon conclusion of such litigation or legal action shall be disclosed

Nil

Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any

previous company law in the last three years immediately preceding the year of circulation of offer letter in the

case of company and all of its subsidiaries.

Nil

Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action

taken by the company

Nil

Defaults in repayment of statutory dues, dues payable to holders of any debentures and interest thereon, in respect

of deposits and interests thereon, or in repayment of any loan obtained from any bank or financial institution and

interest thereon.

As on the date of this Disclosure Document, the Company has not defaulted in (a) repayment of statutory dues, (b) dues

payable to holders of any debentures and interest thereon, (c) respect of deposits and interest thereon, or (d) repayment of

loans obtained from any bank or financial institution and interest thereon.

Any Default in Annual filing of the Issuer under the Companies Act, 2013 or the rules made thereunder.

Nil

The number of persons to whom allotment on preferential basis/ private placement/ rights issue has already been

made during the year, in terms of number of securities as well as price.

Nil

The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting the going

concern status of the Issuer and its future operations.

There are no material orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the

Issuer and its future operations.

Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years

immediately preceding the year of circulation of offer letter and of their impact on the financial statements and

financial position of the company and the corrective steps taken and proposed to be taken by the company for each

of the said reservations or qualifications or adverse remark

Nil

Related party transactions entered during the last three financial years immediately preceding the year of

circulation of offer letter including with regard to loans made or, guarantees given or securities provided

Details of the related party transactions entered during the financial year ended March 31, 2019 are set out below:

Name and Nature of Relationship with related parties

Relationship Name of related parties*

(i) Related party exercising control:

Holding Company SORIL Infra Resources Limited (From January 25, 2019)

(formerly known as Store One Infra Resources Limited)

(ii) Key Management Personnel Mr. Vijay Kumar Agrawal, Whole Time Director (from February 01,

Disclosure Document

For private circulation only

53

2019)

* With whom transactions entered during the year (significant transaction)

Summary of significant transactions with related parties:

Particulars Year ended

31 March 2019

Transaction with related parties:

Holding company

Reimbursement of expenses, net Rs. 28,520

Issue of equity share capital (including

premium) Rs. 1,16,79,74,000

Outstanding balances:

Holding Company Rs. 28,520

Fellow subsidiary of holding company -

Audited standalone financial statements for last three financial years preceding the date of this Disclosure

Document

Refer – Annexure III attached herewith.

Limited review standalone financial information for the nine-month period ended December 31, 2019

Refer - Annexure IV attached herewith

Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three

years (Cash profit after tax plus interest paid/interest paid).

Dividend – Nil; Interest Coverage Ratio – Please refer to the financial statements in Annexure III

A summary of the financial position of the company as in the three audited balance sheets immediately preceding

the date of issue of private placement offer cum application letter.

Please refer to Annexure III.

Particulars of any change in accounting policies during last three years and their effect on the profits and the

reserves of the company:

There has been no change in accounting policies during last three years preceding the date of this Disclosure Document

which could have any effect on the profits and the reserves of the company.

Name and address of the valuer who performed valuation of the security offered

Not Applicable

Contribution being made by the promoters or directors as part of offer or separately in furtherance of such objects

Nil

Remuneration of Directors during the current year and the last three financial years preceding the date of this

Disclosure Document

Nil

Also, 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 letter and if so, section-wise details thereof for the

company and all of its subsidiaries

Nil

Disclosure Document

For private circulation only

54

DECLARATION

It is hereby declared that this Disclosure Document contains full disclosure in accordance with Securities and Exchange

Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-

NRO/GN/2008/13/127878 dated June 06, 2008, as amended, and any other as applicable and no statement made in this

Disclosure Document is contrary to the provisions of the Companies Act, 2013 and/or the SEBI Debt Regulations..

The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact, which may make the

statements made therein, in the light of the circumstances under which they are made, misleading. The Disclosure

Document also does not contain any false or misleading statement.

The Issuer accepts no responsibility for the statements made otherwise than in this Disclosure Document or in any other

material issued by or at the instance of the Issuer and that any one placing reliance on any other source of information

would be doing so at his own risk.

The monies received under the offer shall be used only for the purposes and objects indicated in this Disclosure

Document.

I am authorized by the Board of Directors of the Company vide resolution to sign this form and declare that all the

requirements of Companies Act, 2013 and the rules made there under in respect of the subject matter of this form and

matters incidental thereto have been complied with. Whatever is stated in this Disclosure Document and in the

attachments thereto is true, correct and complete and no information material to the subject matter of this Disclosure

Document has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to

the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to

this Disclosure Document.

For Indiabulls Rural Finance Private Limited

Date: 23rd

June 2020

Disclosure Document

For private circulation only

55

DISCLOSURE IN ACCORDANCE WITH FORM NO PAS-4 UNDER SECTION 42 OF THE COMPANIES

ACT, 2013

The table below sets out the disclosure requirements as provided in Form PAS-4 and the relevant pages in this Disclosure

Document where these disclosures, to the extent applicable, have been provided.

Sr.

No.

Disclosure Requirements Relevant chapter of the Disclosure

Document

1. General Information

i. Name, address, website and other contact details of the company indicating both

registered office and corporate office.

Cover page and Issuer Information

ii. Date of incorporation of the company. Cover page and History and Certain

Corporate Matters

iii. Business carried on by the company and its subsidiaries with the details of

branches or units, if any.

Our Business

iv. Brief particulars of the management of the company. Board of Directors and Other Details and

Confirmations

v. Names, addresses, DIN and occupations of the directors. Board of Directors

vi. Management‘s perception of risk factors. Risk Factors

vii. Details of default, if any, including therein the amount involved, duration of

default and present status, in repayment of:

Other Details and Confirmations

a. Statutory dues; Other Details and Confirmations

b. Debentures and interest thereon; Other Details and Confirmations

c. Deposits and interest thereon; and Other Details and Confirmations

d. Loan from any bank or financial institution and interest thereon. Other Details and Confirmations

viii. Names, designation, address and phone number, email ID of the nodal/

compliance officer of the company, if any, for the private placement offer

process.

Cover page and Issuer Information

ix. Any default in annual filing of the company under the Companies Act, 2013 or

the rules made thereunder.

Other Details and Confirmations

2. Particulars of the Offer

i. Financial position of the company for the last three financial years. Financial Statements (Annexure - III)

ii. Date of passing of board resolution. Issue Details

iii. Date of passing of resolution in the general meeting, authorizing the offer of

securities.

Not Applicable

iv. Kinds of securities offered (i.e. whether share or debenture) and class of

security, the total number of shares or other securities to be issued.

Cover page and Issue Details

v. Price at which the security is being offered including the premium, if any, along

with justification of the price.

Issue Details

vi. Name and address of the valuer who performed valuation of the security offered,

and basis on which the price has been arrived at along with report of the

registered valuer.

Other Details and Confirmations

vii. Relevant date with reference to which the price has been arrived at. Not Applicable

viii. The class or classes of persons to whom the allotment is proposed to be made. Issue Details

ix. Intention of promoters, directors or key managerial personnel to subscribe to the

offer (applicable in case they intend to subscribe to the offer).

Not Applicable

x. The proposed time within which the allotment shall be completed. Cover page and Issue Details

xi. The names of the proposed allottees and the percentage of post private

placement capital that may be held by them.

Not Applicable

xii. The change in control, if any, in the company that would occur consequent to the

private placement.

Not Applicable

xiii. The number of persons to whom allotment on preferential basis/ private

placement/ rights issue has already been made during the year, in terms of

number of securities as well as price.

Other Details and Confirmations

xiv. The justification for the allotment proposed to be made for consideration other

than cash together with valuation report of the registered valuer.

Not Applicable

xv. Amount which the company intends to raise by way of proposed offer of

securities.

Cover page and Issue Details

xvi. Terms of raising of securities: Issue Details

a. Duration, if applicable; Issue Details

b. Rate of dividend; Not Applicable

c. Rate of interest; Issue Details

d. Mode of payment; and Issue Details

e. Mode of repayment. Issue Details

xvii. Proposed time schedule for which the private placement offer cum application

letter is valid.

Issue Details

Disclosure Document

For private circulation only

56

Sr.

No.

Disclosure Requirements Relevant chapter of the Disclosure

Document

xviii. Purposes and objects of the offer. Issue Details

xix. Contribution being made by the promoters or directors either as part of the offer

or separately in furtherance of such objects

Other details and Confirmations

xx. Principle terms of assets charged as security, if applicable. Issue Details

xxi. The details of significant and material orders passed by the regulators, courts and

tribunals impacting the going concern status of the company and its future

operations.

Other Details and Confirmations

xxii. The pre-issue and post-issue shareholding pattern of the company in the

specified format.

There will be no change in the

Shareholding Pattern of the Company as

this is an Issue of Debentures.

3. Mode of Payment for Subscription

i. Cheque Issue Details

ii. Demand Draft Issue Details

iii. Other Banking Channels Issue Details

4. Disclosures with regard to Interest of Directors, Litigation etc

i. Any financial or other material interest of the directors, promoters or Key

Managerial Personnel in the offer and the effect of such interest in so far as it is

different from the interests of other persons.

Other Details and Confirmations

ii. Details of any litigation or legal action pending or taken by any Ministry or

Department of the Government or a statutory authority against any promoter of

the offeree company during the last three years immediately preceding the year

of the issue of the private placement offer cum application letter and any

direction issued by such Ministry or Department or statutory authority upon

conclusion of such litigation or legal action shall be disclosed.

Other Details and Confirmations

iii. Remuneration of directors (during the current year and last three financial

years).

Other Details and Confirmations

iv. Related party transactions entered during the last three financial years

immediately preceding the year of issue of private placement offer cum

application letter including with regard to loans made or, guarantees given or

securities provided.

Other Details and Confirmations

v. Summary of reservations or qualifications or adverse remarks of auditors in the

last five financial years immediately preceding the year of issue of private

placement offer cum application letter and of their impact on the financial

statements and financial position of the company and the corrective steps taken

and proposed to be taken by the company for each of the said reservations or

qualifications or adverse remark.

Other Details and Confirmations

vi. Details of any inquiry, inspections or investigations initiated or conducted under

the Companies Act or any previous company law in the last three years

immediately preceding the year of issue of private placement offer cum

application letter in the case of company and all of its subsidiaries. Also, 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 private placement offer cum application letter and if so, section-wise

details thereof for the company and all of its subsidiaries.

Other Details and Confirmations

vii. Details of acts of material frauds committed against the company in the last three

years, if any, and if so, the action taken by the company.

Other Details and Confirmations

5. FINANCIAL POSITION OF THE COMPANY

a. The capital structure of the company in the following manner in a tabular form: History and Certain Corporate Matters

(i)(A) The authorised, issued, subscribed and paid up capital (number of securities,

description and aggregate nominal value);

History and Certain Corporate Matters

(B) Size of the present offer; and Issue Details

(C) Paid up capital: Not applicable

(I) After the offer; and Not applicable

(II) After conversion of convertible instruments (if applicable); Not applicable

(D) Share premium account (before and after the offer). Not applicable

(ii) The details of the existing share capital of the issuer company in a tabular form,

indicating therein with regard to each allotment, the date of allotment, the

number of shares allotted, the face value of the shares allotted, the price and the

form of consideration.

History and Certain Corporate Matters

Provided that the issuer company shall also disclose the number and price at

which each of the allotments were made in the last one year preceding the date

of the private placement offer cum application letter separately indicating the

allotments made for considerations other than cash and the details of the

consideration in each case.

History and Certain Corporate Matters

b. Profits of the company, before and after making provision for tax, for the three

financial years immediately preceding the date of issue of private placement

Financial Statements (Annexure - III)

Disclosure Document

For private circulation only

57

Sr.

No.

Disclosure Requirements Relevant chapter of the Disclosure

Document

offer cum application letter.

c. Dividends declared by the company in respect of the said three financial years;

interest coverage ratio for last three years (Cash profit after tax plus interest

paid/interest paid).

Other Details and Confirmations

d. A summary of the financial position of the company as in the three audited

balance sheets immediately preceding the date of issue of private placement

offer cum application letter.

Other Details and Confirmations

e. Audited Cash Flow Statement for the three years immediately preceding the date

of issue of private placement offer cum application letter.

Financial Statements

f. Any change in accounting policies during the last three years and their effect on

the profits and the reserves of the company.

Other Details and Confirmations

6. A DECLARATION BY THE DIRECTORS THAT

a. The company has complied with the provisions of the Companies Act and the

rules made thereunder.

Declaration

b. The compliance with the Companies Act and the rules does not imply that

payment of dividend or interest or repayment of debentures, if applicable, is

guaranteed by the Central Government.

Declaration

c. The monies received under the offer shall be used only for the purposes and

objects indicated in the private placement offer cum application letter.

Declaration

dqaz4on/' 9n/r-"/. & t€n .

CHARTERED ACCOUNTANTS508, Indra Prakash,2t, aarakhamba Road, New Dethr 110001

Phones : 23730880/1 Fa, i 011-43s16377E mair : info@apdco ors

INDEPENDENT AUDITOR'S REPORT

To the Membets of Indiabulls Rutal Finance Private Limited(fanner[ Arc*n ar Uttbnaa Fncal Sat'iEi Pn"ah D,"ihd)

Report on the Audit of the Fin.dcial Statemert6

Opinion

We have audited the accompanying Enalcial statemmts of Indiabulls Rural Finance Private Limited(f r"rt kron', ar Uflhnar Fbcal Snicx Pnwe United) ('rhe Conpany'), which comptise the batrncesheet 2s at 31 March 2019, and the St tement of Piolit and l,oss and Statement of Cash Flows fot theyeat dren ended, and flotes to the financial statements, including r summary of signilicant accoLroringpoJicies and other explanatory informacion (hereinafret teferred to as "the hnaocial statemerts').

In our opinion and to the best of orr infoftation and according to the expJanations given to us, theafo.esaid f,.nmci2l st2tements give dre information tequited by the Companies Act,2013 (AcO in themanner so requted and give a true and fair view in conformity widr the accounting principles generalyaccepted rn India including Accourting Standatds ( AS) specifed under section 133 of the Act, of thestate ofaffairs of the Compaoy as at 31 lr{a-tch 2019, its loss and irs crsh florr..s for the yeaf ended on that

Basis for Opinion

We conducted our audit in accordance with the Standards on Audiung (SAt specified undef section143(10) of the Companies Acg 2013. Our responsibitities undet tlose Standads are itther described inthe Auditor's Responsibilicies for the Audit of dre Financial Statem€nts secrion of our repoft. We rreindependent ofth€ Company in accotdance with the Code of Ethics issued by the Instiiute;f ChaneredAccountarts of India rogether wirh the ethicat requirements that are relevant ro our audit of the 6nanciatstatements under the provisions of the Act and the Ru.les thereunde!, and II,e have fulElled our ot}reredrical tesponsibilities in accor&nce with these teguilements and the code ofEthics. we believe thar theaudit evidence we have obtained is suf6cient and appropdat€ to piovide a basis for out opmon.

Information Other than the Financiel Sratemeats end Auditor,s Report thereon

The Cornpany's Board of Directors is responsible for dre othet information. Other information does notinclude the financial statemenrs and ou.t auditor's report thereod.

our opinion on the financial statements does not cover the other information and ve will not exoress anvform of assunnce concluston rheleon.

In connection with our audit of the financial staternents, our responsibili$ is to read the otherinfotmation and, io doing so, consider wherher the other informanon rs materialJy inconsistent with theIinancial

_ s tatements or our knowledge obtained in rhe audit. oi othelwise appears to be materialy

If, Sased on the work we have perfomed on the other informarion obtained prior to th€ date of thisauditor's report, we conclude that there is a mat€rial misstrtemenr of this othet information, we arelegurred to repo.t rhat fact Reporring under rhis secrion is nor applicable as no othet information isobtlned at the date of rhis auditor's r€porL

Matrag€mcnds Rccttoasibility fo; the Financi'l St'temede

The Comoanv's Board of Directon is responsible fot the manets stated in section 13'4(5) of dI€ Act vidt

;;;;:;;;Jt... a""'i.ia statsncnts thlt sive a ttue and feir view of the Enancial

".it.^.-f."ri'rr'*'f.nnance and cash llows of the Company in accordmce with rhe accounung

ffi;i;'il;"";;iJi-r'ai'. i"aua;g ,r,e Accoundng siandatd specified under section r33 of

[JT;d;;;jirv ,t"o i"a'a* '""iot"'"'ace

of adequire rccounting records in. accordance with

rf,. rr"-r-". .i f'. ,q.t ior safeguarding of the assets of thi Company and for Preeeoting znd derecdng

ilr; ;';;-;.*'laricies: s'election'and apPlic*ion of appropriate accounting policies: making

irJ-*o -a *,irt",it thrr are reasonable and imdenu and design, implementation and mdntenance of'raJ*r. i"remrl Enancial controls' th.t were oPe'ting effectiv€ly tor eosul'ng tb€ accrracy

'noll]'r.,...'l "?ol ,*",-*s .*".a"' '"1""'-t

io th' -p"p"""non and presenution or the Enanciat

";ffi.;; ils;;; ;. u,d f?i, *i.* nnd "" c'e from material misstatcment' whether duc to &aud or

ln oreparine the hnancral stat€menrs. managetnent is responsible for assessmg &e ComPany's 'bility

ro

;fii:;:"-;;;;;aiscro#8" rsipplicaule. maners fei'red to.soins.conc€rn and usins tle

coins .oo..- 6r"i"-of "ccounting

unless managandri eith€t intcnds Io liqutdate thc r;mP'ry or to ce'se

ioe'itions. or t'as no tealisuc altemative but to do so'

tlor. so"ra or Dn".tor" ate also responsible fot overseei4 the Company',s Enancial rePoftmg prccess.

Auditole Reaponeibilities fot the Audit of the Finaaciel Statementg

Ou! obi€ctives are to obtain reasonable assunnce ebout vhethet the 6nancld steteanents as a whole ate

ft* il- *"i*rf ."*tatemenq whether due io flaud or ertor, and to issue an 'udito!'s

tePort thrt

includes out opinion. Reasonable assutaoce is a high level of assurance' but is not a gualant€e that an

"rai"."a""iil in accordance witl SAs 'l'il alrIrays &tect i materid misst2tsnent vhen it ergts'

Misstatements can atise &om fiaud or e!ro! and are considered material il individually ot in the

"ggt"g*", ,h.y -da *asonably be expected to influence the economic decGions ofusers taken on ihe

basis of these 6nnrcirl statencnts.

As oart of an audit in accor&nce with SAs, we exercise ptofcssional judgmeot atd mahtain Prof€ssional

skepticism ttuoughout th€ audit. We also:

. Identifr and assess the rislc of mrterial misst ternent of ihe Eflrnci'l statements' {A€ther due to frrud

"r ".*,1, i"",g" "ia

p*f.rm auiht ptocedures responsive to those risk' and obtain audit widence that

ls sufficient ird appropriate to provide a b'sis for our opinion The risk of not detecting a material

il;;;, ;ffi;sb- r,'i,a t nguo tta" for one res'rlting &om crror' as &rud mav involve

"offrlio", f""g"ty, i",J".Aal omissionsimisrepresentations, o! th€ ovenide of inten'l contlol-

. Obtain an wd€rstandiog of intemat contrdl relevant to the audit in order to design audit procedures

tf'", "r. "pprop;"t"

in tf," circumstances Undet section 143(3)(l of the Act' we ite dso resPonsible

i". *rt"i"l*'.* "oU.n on whether the company has adequate interul finrnctal controls sptem m

place ind tle"operaurg effectiveness of such controls

. Evrtuate the apptopriateness of accounting policies used and the reasonableoe's of accounting

estimates and telated &closures made by _""gement

. Conclude on the approPti.tcness of managemcncs use of the going conccm basis of accountiag and

based on the "oaii

Ja-"" obtaine4 **rether a material uncenarnty exr6B relate'r to even's or

ii"atio* J".-"i -", signiEcrnt doubt on the comPan/s ability to cootinueas a going concem lf*," .-J"a. ,ft*

" -**a'uncerteinty erists, wc are requi!€d to dr"Nv afteotion in ^]" auditols r€Pon

,. i. ,.r"i"a A*r."*.s in the financial staiements or, if such disclosutes arc inadequate, to modiry

"* "p"""".-O* ""ia*ions are baled on the eudit-ql9fr-I-!: obtain€d uP to th€ d'te of our euditot's

t€port Howeee!, furut€ evmls ot conditions tnay ceuse the Company to c€ase ro contioue as a going

' Eiahrat€ the ov€Ell preseotatioo, sttuctur€ end cotrtent of thc financial srrteh€dts, including thedisdosuies' and saeth." the 6n.ncial stat€nrc'ts represetrt the uoderlying transections aad eveots in amanner rhat achieves fair pi€6€nt tion.

Y.,.-:*"*:i:. **,."ose charged wrth govetnedce !€gafdin& ,.rnong other matten, the planned scopeand dinlng ot r$ aygt and sigmficant audit 6ndings, inctuding aoy significant deEcicnci€s in intemalcontrol that w€ identify during out audir

W€ also pmvide rhose cha€€d with governarce with a statement that we have complied wirb relevantctlucrl requremenrs r€garding ind.pendence. and to comhuoicrte wirh them au teletionstups and othcr

-matters that may reasonably be drought to bear on out independence, end where applicablq related

Othcr Meater

The 6b"ncirl starements of the Company for the ycar ended 3l March 2018, were audited by drotherauditot who erptessed ar unmodified opioion vide is repolt dlred 30 June 2018. Out opinion is nothodiEed in respect of this nntt€r.

Rcpo.t oD Orhct Lcgal aod Rcgulatory Requi.rments

As required by_ the Compatries (Audito!'s R€port) Otdet, m16 (.thc Ordel), issued by the CentralGovemment of India in tenns of sub-section (i1) of section 143 oithe Acg we give in the .Aonexure A,,a statern€nt on the rnafteG speciEed in paugraphs 3 ad 4 of th€ Ordc!, to rle extent applicable.

As required by Scction 143(3) of thc Act, we r€polt thar

(a) we have sought and obtained a[ th€ infonnarion and €xpranations which to trre best ofow knowredgeand beliefwere necessary for the putposes of out audit

-

@) In out opinion, proper books of accouot as &quired by law hevc becn kepr by the Compnoy so f:r asit appears &om our examinrtion of those books.

(c) The financid staternenrs d€alt with by this Repoi ate in agreemmt wirh the books of accout(O In our opidion, the aforcsaid Emncial statemdrts comply {,ith Accoutrting Stand.rd sp€ciE€d und€!

Section 133 of dle Acr

(e) oo dre_basis ofthe *:titt€,' r?iesentetions tec&cd flom the dir€ctots as on 3l Merch 2019 t ten onrecord by the Board of Dilectots, none of the directols is disqualified as on :t March ZOfg irombeidg appointed as a directo! in terms of Section 164(2) of the Acr

(f) wth-tespect to drc adequacy of the intemal financial co[trols with refercnce to Enanciel siat€d*nts of:1,e

Compiny and the openring effectiveness of such cotrrlols, refct to our s?ante Report in

G) with respect to the other matters to be incruded in the Audior's Rqnn in accotdance with Rure 1r ofthe.Companies (Audit aad Auditors) Rules, 20ld in our opinion and to the best of out infotrnrtion,nd according to th€ erplanations given to us:

i. The Cornpany do€s not have any p€nding Lirig.tions which would impacr its 6n.ncbi posruon.

ii The Company did dot have any long-telm conuacts including derivative cotlEacts for which therevere any tt|at€lid forcse€able losses as at 31 March 2019.

iii Th€te w€ne no atnoutts srikh wec rcquicd o bc tldtfttlcd to thc Invarb Edrc.tilro .odProtrction Rnd by the Cmpoy drdrg 6cy..r eod.d 3t fvf.rd 2019.

(h) wrd lcspcct to tLc dn r b b. ioctrd€d i! thc Audito& R.p@t i! rocord.ltce with rhc tcquircocotof scction 197(16) of th. Act, .! .mrod.di

Io our opinioo aod o the bcrt of our iafoloarioo rd reotdiog to the crphortinr gjvao to ud, thcC@peny did not pry |ay tlrnuDenri.rd b ib Dilccnoc. ddag thc F...

Fot.AgEr.l P..L.h & Co.Chrttcrcd Accqratants

Yrl(..PrtnctI{€@bcrship No. 097848

Place GungnmDrtc 23 AFil2019

A.Iracxu.e A to the Indepcndent Auditorrs Report

With r€felence to tl€ Anncxute A tcfeccd to in the Independent Au&ot's Repott to thc mernbe$ of theC-ollrpeny oo the finrncid stet€rncnts fo! the yext erlded 31 Mrch 2019, based oD the audit ptoc€dur€sperfoimed for the pulpose of reporting a true and fair view orl the finencial satcrnarts of the Compaoya:ld ulhg into consideration the infonnetioo aod erplenations given to us and drc books of accormt and

othet recotds examined by us h the normal couse of audit, and to the best of our knowledge rnd bdiet

(l As the Company hes no 6ned asset duriog rhe year. Accordingly, thc proyisioos of cLuses3(l(a), 3(f@) and 3(r)(c) of tle Order te oot appJ.icable o the Company.

(n) As the Competry has no inventory dutiag the yeat. Accordingly, thc provisions of clauses3(ii) of the Orde! are not applicablc to thc Company.

({t The Company has not granted any loaos, secured or udsccut€d to compadi€s, 6rm! lirit€dliability partn€lships o! other parties cowered in the rcgister maintained under Scction 189 of dreAct. Accordingln the pmvisions of dauses 3(iii)(r), 3(iir)(b) and 3(i!(c) of the Ord€! are notappli€able to the Cornpany.

(rv) In our opirion, the Company has compl.icd with dre provisiotrs of S€ctions 185 aad 186 of thcAct ir tespect of lorns, investtaents, gu.rrntees itd secudty.

(") In our opirion, the Company has not eccepted any deposits within the meaning ofSections 73 to 76 of th. Act rnd th. Compaoies (Acceptence of Dcposits) Rul€s, 2014 (.samended). Accordingly, the prowisious of clause 3(v) of the Order ate not epplicable.

(t, To tle best of our L:rowledge and as cxplaincd to us,.the Ceotral Govemm.nt hrs notspeciied the maiotcoance of cost records under sub-s€ction (1) of Section 148 of thc Act,in tespect of Compaay's products / services. Accoldingly, the provisions of clause 3(vi) ofthe Ord€r ar€ not applicable to the Compmy.

(vn) (a)Undisputed statutory ducs including ptovidcnt tuod, employees' st.te iosuraacc, incomc-tax, sales-tax, service tax, duty of customs, duty of ercise, value added tax, goods andservices tax, cess and other material stetutory ducs, as applicablc, have geoerelly beenregularly deposited to the approprirte authorities. Furth€f, undisputed amounts payable inlespect thereof were outstending at thc yea!-crd for a period of more thar six rnonthsfrom the date they becrme pay.ble ar€ es follov's:

N.mc of theStaaute

Naturc ofth. dues

Amount(excludiagiatcrest)

(o

Petiod towbicb thcatnouttdates

Duc Datc D.tc ofpaymear

Income Tax Acg1961 t1t! 1p7B84

FinaacialYear2Ol&19

15Juoc 2018 Not yet paid

Incoec T.! Acq1961 2,15,968

Firnnci,lY€ar n18-19

15 S€ptembcrm18

Not yet paid

(b) According to the information and explenations given to us, there ate rro dues of lncome T.:g

any drspute, which have not been deposited-

Annexute B to the Indcpendent Auditorrs RePort

With refelence to the Adoerure B referred to in the Indepeodent Auditor's RePort to the mernbers of the

Compiny on the Gnancid state(!|ents for th€ y€..t eoded 31 lvlffch 2019 of even date.

Indepe[dent Auditofs r€port otr the Idtern.l Financial Contob under cl.usc (i) ofsub-scctiotr 3

of Sectior 143 of the Companie3 Act, 20 1:} Crhe Aco

we have audited th€ intehel fidencial controls with lefeence to fnancial stateomts of Indiebulls RurrlFin.rce Piiv.te Limited (foncrfi lant'n ar Uttbaat Fit rl S.rviat hnn& Lrrit?t/1$e Company) as of 31

March 2Ol9 in co4utrctior with our audit of the Enzncir.l st tements of tl€ Company fot the year ended

Man€emends Responsibility for Inteftal Fin.[cial Controls

The Company's Board of Directors is tcsponsibte for estrblishing end rn int initrg irtten,l Enancid

contlols bised on the intdl1l contlol with tefcrcoce to Eoanclal stit€flmts cdtelia establish€d by the

Company consideling $e essmtiel componmts of intenral coDuol stated in the Guidadc€ Note on Auditof Ifltenel Finenci?t Controls owet Financizl Reporting ($e "Guidance Note') issued by the IDstitute ofChartered Accountants of India ('ICAI'). These responsibilities indude the dcsigq implemcntation aad

mainteriance of adequate intemal Gnmcial contlols drat wete opereting effectively for €nsuting drc

orderly rnd ef6cient conduct of the Compaoy's business, induding adhereoce to ComPany's policies, th€

of its assets, the ptwentioo and det€ction of frauds rnd elrors, the accuracy and

completeness of the accounting records, and thc timely preparation of reliable financial infoftnation, .3

required under the Acl

AuditoG' Rcsponsibility

Out responsibitig is to exptess ao opinion on the Company's intemrl financial cottrols with refe!€nce to6n nciel st tements based on out audiL We conducted our audit in accoidrnce y'ith the Guidance Noteand the Standalds on Auditing issued by ICAI and deemed to be prescribed under section f4300) ofdeAct, to the extent applicable to an audit of ifltcmrl Eoanci.al controls, both applicrble to ro audit ofIntemrl Finrocial Concols and both, issued by ICAI. Those Standards and $e Guidance Note requite

that we comply with ethical requiremens and plal and perfodn the audit to obtain teasonable assurance

about whether adequate intetnal finaocral controls wi$ refetence to financial statcments was established

aDd maintained and if such cootlols operat€d eff€ctively in ell matelirl respects.

Our audit involves performing pmc€dures to obt^in audit evid€dce .botrt the xdequ.cy of thc intedrdfiDrncial control system with rcfereace to Enancial staterDeots and thel opelating effectiveness. Out auditof internal fnancial codtrols with r€fer€nc€ to Snancial stat€hents idcluded obtaiting arr undcrstahdingof intemal financial coatob with reference to 6n.ncial st.tcments, asscssing the lisk fi.t a mat€dalveakness €xists, and testing atrd evaluating the design ind op€nting effectiveness of interarl controlbased on th€ assessed rbk Th€ procedues selected depcnd on th€ auditoil iudgerneoq ilrdudiig tbeassessment of the tists of mat€riel misstat€o€nt of the financial statem€nts. wh€th€r due to fraud or

We believe that the audit evid€$ce we have obtaioed is suffcient rad approprietc to plovide a brsis forour rudit opinion on the Compafly's int€mal fradcid conttols with refercnce to financial staternme.

Mc$itrg of Int€rnal Fid.ncial Contnols wid refercace to Fia.sci.l Statehentg

A Company's intemal Eaaociel cootrob nrith lefereoce to 6naDcial statements is a proce$ dcsigned toprovide leasouble assuraftc legaldidg the retiability of Enangll reponing and drc prepantion of

fnaocial staternents fot ertetnal pulpos€s in rccoldrnce vith gen€raly acceted .ccounting piiociples. ACornpany's internal Enanciel co$tlols with tef$edce to fil]ancial statem€nts ircludes those policies andprocedura that (1) pettrin to the maint€nmce of recods dra! in rssoaeble dete{ eccrutely rnd feidyreflect the transactions and dispositions of the asscts of the Company (2) govide rcasonablc essunncethrt transactions ate recoidcd as dccessary to p€rhit pr€p.ratiod of Effdcial statdn€nts in accoid.ncewith genenlly accepted accouating principles, aod that r€ceipts md ependinncs of dre Compeny alebeing made only in accordance with authorisatioos of menrgohert eid dircctors of dre company; and (3)provide reasonable assurancc regerding prevcntion ot timdy dctection ofunauthoriscd ecquisitioo, use, ordisposition ofdre Compeny's rsscts that could hrvc a mar€dal eff€ct oD the fio.ocirl st t€ocots.

Iohcr€nt Limitations of lit md Fioencid Cont ols sith tcftrcncc ao Firenciel Stetcmcnrs

Because of the inhetent limitatiorF of intern.l 6l1.'1cid codEols with refermce to 6n2ncial stateoents.induding the possibility of collusion or improper mr.o.ge6cat ovcni& of cootlols, h.t tidmisstatements due to erlot or Feud may occlt and not be detcct€d. A.lso, ploiectioos of ary cvaluation ofthe intemgl dnarcir.l conaols v,ith rcfercnc. to tolocixl statcrD€dts to future Dedo& atc subi€ct to thedsk that rhe iDt€md 6Droci.l coDrrols witl ref€r€occ to Eaaacial statemeors may bccomc ioedequtabecause of qhang€s in conditions, ot fiar the deglce of compliance with thc policics ot procedues may

Opirion

In our opinion, the Company has, in all matetial respects, adequate inteoal 6n.ncbl conuols *,ithrcf€rerce to 6n1ncial stetebents and such intemd foencial conttols vith rcfcence to 6n rcidsatcm€ots were operating cff€dively as at 31 M.tcb 2019, besed on the htctnil fin.trdd conEols vithreferance to Errancial statements criterb estibtished \ dre Company comidcring th€ €ssentialcomponcnta of ht€mal bontlol stetcd in ttre Cuideacc Note issued by ICAI.

For Ag|trpd Pr.k €h & Co,Chart€red Accountrnts

VikrsPattn€iMenbership No. 097848

Place GutugramD1te 23 April 2019

TNDIABUTIs RUAAL FINANCE PRTVATE LIMTTED

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INDIASULIJ IURAL PININCE PRIVATE LIMITEDliorffily knNn s Iinlc.s F&c.l Sdids Pri1a6 tjnikdlCof, Oov dec. 6r ti. Er ..d.d 3l M.Ef, ,19

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INDTASULLS RURAI FINANCE PRIVATE LIMITED

[romcdy knom rs litdcaun Fisczl S€Ficcs P.iv.tc Linit.dlSumm.ty of sigaidc.n. rccouotirg policics .nd oth.r dpLn tory inform.tiod for.Lc y.rr €nd.d 31M..ch z)19

1. CORIORATE INFORMATION

Indizbuls Ruol Fi6cc Prilatc Limited (fotudy ta(M a Litdd. Fi<d S.flic Privrt€ Limit€d) is nonnePGit i.kin& non-

banrirs 6.!.d 6mpdr CNBFC) r.sistcrd vid R..6! Bdt of Indn (RBD widt cfict from 05 Febd.9' 20ot, vith

Registntiod No. B 13.01?06. The Cdprny is cngqed in p@viting n'8. of fintcid *dcct i.cludiry Lnding.!d .c6. to

ccdit to elc.tk cut@qs with r bi.! to oFat io 6tl4i2l indsion 6pac..

lndhbuls Rlt l F@re Privnc Limit d Cdte C@pany) s5 incoryoat d 6 Ud@a Firdl S.fln6 lrivn ljnftcd d 12

octob..1993. Thc t].ft of thc cmpoy bd sub*qo€ddy chdged ro Indi.buls Runl Fim.. Pdqte Ijmft.d d 12 APdl2019.

Thc @p.ny @ivcd fch Griif'ctc of inorpodtnh @s.q@t upm dt cL{9. of t@q ftm lh. R.gilttu of CooPficqMumb4 Nf.hd$ta

Thc icgi.r.Gd office of th. compdy i5 Indi2bulls FiBtr Cdta, T@c.l, 10$ Fl6r, CS 612161r, S.B Ir{& Elphinstoc,

Mmbd - 4O0Ol3, Indil

SORIL Infn R6otrGi Lifritcd o{olding Cmp.ny) 4quiad 100'/d St@holding d 2s JEu.ry 2ol9 vidc RAI .PPrcql

DNaS.CMDj\IO. 8rl13-12037/201&19 &ted 12 De(@bd 2016.

Th. 6adci.l st tddc fd th. ye{.nded 31 M1rch 2019 rcrc .uthqted dd,pPoved for i$e by ih. Boanl of Di...tqs od 23

April2019.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

.) G6dl iof@.rid.!d .t|rdo. of cmplirnc

Thc trAici.l sr.r.@tr h2R ben papaad @ Soing ffi ba.b uo&r dE bistdid 6t b.*, in .ccordd.. qid! th. 8@enllv. a@ptcd rccoudting pincbL$ in lndir dd in @mdi.n@ with t[e lppueblc a<ounting st dd.r& .s sPciSed undd stion 133

of C;pads ^ct,

tl3 €d with Rule ? of th. cdPdi.s (A@unts) Rule., 2014 (d @dd.d). Ax a{*a ,nd U'biliii6 hzve

ben cldi6.d d .Mdt q .onaldt d p.r dt no@.I opcdting ryde md othe critcti. s.r @t in thc Cdp2dics Acr 2013

Th. .aounting polici.t.dopt d in the paPdtih of th. 6nGid stitelbts e ctmiri.nt wfth tt|@ fo[@€d in th€ Pdiout

SORIL tnfd Rslrc tj6it d (SORIL) hs ..quir€d 100'/0 .leholding of th. Cdp.oy @ 25 Jdu,ry 2019 vi<b RBI .PPrcidDNBS.CMD.NO. 829l11.12037/2j1,9 dttd 12 Dcc@b..2018. Indid A6ounting St ndd. (lod AS) wd. rppliqble to

SORIL v.cl, 01.04.201?, cdE qmdy ltd AS w@ rppliebL d dl dE $b.iilidit of $e ComFdv ft@ tie sid dll..H@qd, the fin.nci,l st tm6ts ofthe c@pdy h2v. bc€n prcPded s Fr Aadnting St nd{ds (AS) specified in

^...nre to

Compdid (^.@trtidg St ndsds) Rulcs,2006 keping io vaY tl. <Ld6otid gi@ by dE Mhistrv of Co.Poat< Affai6 vide its

P.e; Rdw No. 1tl10./2w cLv d.t d lE JdDty 2016 wh@i. it hs bed sat d dEt NBFcs shdl not be dlow€d to

volunt rily.dopt Ind AS ur d thq tul6l th. dndi. Par@b.d i. P.r (D & 0D of tb€ zhove tmtbn.d Pl* R'Ll*'

b) Ue of 6tin.t .

Th. prcpetion of 6n nod si.teffils in c@fomity with gdcrdly &c?tcd rc@nting Pt&rPL6 rcquc m!.9.l@t to Dzxe

di.i; sd asutuptids d!.t.fftct rh. icpon d .,tuots of ,sl. dd [.bditl5 dd the di&lo€uc of coctingmt d$t' rdUlbilities, if !dy, on ihe drte of the findcid statc6mts ltd thc rePo.ted incd. dd dpedes duritg d!€ ycd. Although dt€etimetc r b"std .pcr tmrge@n/s rdoc'ledg. of ctl!@t Gdts .nd *tls,.anEl as'ft @uld dilrd fffi rhe dtiffidd cvi'ions, if dy, d dogriz€d in the o!6t.nd tutue p€riods

c) Prudori.l NorD.

The CdpDy foltos th. Rdcflc Banr of Indil EBD l,{$tq Dicdd - N6'B.nljng FiMnci.l CmPmv - Nd'SFtcsidlvr-po.t "i No'ocpos;r t"ti"g cdpaay.od D.pcn t l(ing CooPdy E..ft Ba.l4 Dirdrions, ml6, d mddcd bv R.s.dcBdk of lodr. flm tidc to dmc fq $e Frird (frD.a.t), (upd.t€d $ 6 z F.bnEy 2019' i. qFct of in.otu G%ni!d'i.cone from inv.srrn€.t!, {counting of invclttr dr!, ars.t .lsi6cetion, di.dGured i. thc B2hc Sh.ct Dd povisioning of loans

rd .dEc6. A.counting St .d{& (AS) uii.r S<tin 113 of th€ CooP.n;s Act, 2013 dd Guiddc. mtes issu.d bv Thc

Imtitute of Ch.r.eed Aa;unt nu of lndir('IcAl') e fouwcd in $ fd s th.y !c sot in o$i!t nt with the RBI Diretions

Thc* p@i6iding nom, d€ cltri<tdtd th. mioimum dd .dditiond Provisid b d.de bd.d m p'rt€iv'd d'dit lnlk wllerc

n@sty. An @tracts which s F. the n6.gc!mt 4 @t liL€ly to b. t@v.nd re ccltead 6lo$ 2s*b dd wrilh ofr abad dcbts. Re@..i6 nu<h frm Mitt ! ofi cmtflcts d. in lud.d in "othd oPd.tioS income"

Prcvisier fo st ndad s*ts d m.dc d pd th. ptud.ntt l n()@ d rppliebL &om tjn. to tim Such Provi'id i' disclos'd ^

ffiriErsr l. llvDatht /pll@

uoder the f@cid statemen. @Dnon 'Ddi!ions'.

INDIASULIJ RURAI FINANCE PRIVATB LIMITED

fotmcdy Lnom * Litdeam Fisol S.stcs Piiv.& LinitcdlSumm.ry ofsiglific.lt.ccourting policics .d otlrcr cxpbn tory itfotm.tion for lfic yc.. erdcd 31 M.tch ,19

3. SUMI,I,ARY OF SIGMFIC NT ACCOT'NTING FOLICTES

The finocrl st tcndls h.v. b€n prcptid usi.g thc si8trife..t rc@ontin8 Poliod ..d fr4{rd.ot ba*! sunlfuisd b.low'Thc* were ced th.oughout dl p.rbds pt!@ted in th. nMncid 6t teMti

3.1 C|,Gn.- mn.ffi!. d...ifieti6

AI s.t! dd ti.bilities e.lrtssi6ed into .llffit !d lMffit

An let is clsified a crft.t when it lati!tus dy of thc fdloMng ciiterh- it is dF.tcd b bc €lis4d in, d is inr.dd.d fd eL o. <ol'suP&n i4 dE iond oFoting ctct' of rhc c@Pdrt- ii i5 hdd pri@ily for th. F!p@ of b.iq tdd.d;' it is dpEted to b. €rlis€d wfthin 12 mdd8.ftd thc cportiog F.in; d- it is c;h o! @h cquiv.rent unLts it is c6tricred frcm bci.g sch..ecd or ugcd to setd. .li.bfity fo. .t l4t 12 months

aftr dE ..Ponng Frioa

b) li.bititi€A li.bitity is cL$ified ! ctmot wbm it t3tis6€s fy of th. folowing diteria

- it is dpEt d to bG *d.d i' dc nomrl oP.rxins cd. of ttr. C@p.o)':- n is hdd pdi@ily fd dE porF.. of h.iig ttd.4-

't s duc to be *td.d sdin 12 mdths.ft.r dE cpdting Pdiodi or

- th€ @mpdy do.6 not h.rc d unddi@.d riSht to d.ld std.Eot of th. lsbnig for ^t

lart 12 mdth' 2ftd the

r?ordig rnod.

rt "i."ti"g-q,;k

i. tl" ti* b.tsd !h. .cqui.itid of ss.ts fo. ptllsai!8.'d thrir G'litltiD in '3h

o' @h cquierldts'

B!.d @ rhe o$a of op.d.is..d dt. tift bctq@ thc r.quitioo of !*ls for P.oG3ing dd th'n-€rdib h 6b ed6h cquiEbntq th. c;p.ny ha tccn incd its opduns cyd. 6 tstlv. (14 dmdF for th' Purpo* of 'l'$iftztid ot ssets

.nd li2bilitirs s ot6t dd oono!6t

Fo.riodd..d p!|dr i6 ddtn A

Th. tun gcllut ha detmiftd th. ot!@f of lh. P.i@.ry c.t)|lmk oviffit in which th' Cldpdv opd't6 ie'fircdmrl"mcy, o bc lndh Rup.G. ({). ib. F@i.l satdents d Paot d i' Iodid RlF E-wbi'h is ttu CmPd/stuebod.l dd pcseot tih curoc'. All orots hnc ban @nd.d to trct bld. uPlo two dcimd Pl&6' utl* odEsi*

R.le* c@g.ili6

Rsoue is domizcd to th€.!tor thr ft 6 P@bzbL th.t the cooooi. b.c6tt wil f,d to the cmgmv sd th' denu' cs be

rdi,bly tl6uti. Tt. fon@iig spdft 'c.oglitioo

ditdir dult de b€ trt b.foc rwd@ 6 Gosni"d

I;tdcat id.me ftod 6r6cin8 ed oth.r ..t red 4tiqbo 6 rccog@ed @ s Nrud_h.rd In t ms ofrh€ R3t Dirdrcn 2016.

idt6.t inclfu d N@-pdf;ing.!*t! (.}.IP ') i! dognsd oolt wh.' n is 'zftdlv

G%ois'd Addi rdl intddt / ocrdue

ch.t8.. e Gogni..d d.eli..iid basn

R€p.ym6t of lo.ns is 6 stipu!.ted in thc i6Petiv. l(n 4GmaE or.bv Yv.:j E4YF Mddnv In'8dl'ndt3 (EMI'S)

-i,iriti* o-*.r ""a i",.&t eut <6m g.l@ltv o* t* -tia t""n

" a"U""'o houqd d aq8r of @rdE n

.mlrn.I * Lr* ,r. -ar loo ir rlghoscd in cg of pddilg <mlErmt of ENos' Pt EMI inrcr is P'v'bL dery

mdth.d t@ntcd fd d Gnd b.si!

ii.**r.e ru?' -p.o "f r^ 8id ! Gogdi..d @ los in / di'hlght s F $' rd@ of $' 6d'ct lrrtmt ftw fee'

In6d. fom ldic 6 doerwd @ d lcnDl ban

c) Divitdd ircod.div dtd in(rn. 6 Eirs nooDl 6nd ir G.rFir.d wtEn ttE .ight ro l@ivc rh. diviLod is uit@idirird s rbe b2Ln@ 6ber

d) G.inllos. od ..L of ld..t66(!

INDIA3ULIJ RURAL FINANCE PRIVATE LIMITED

[fometly lnom rs Iitdanm Frs€d Sdics Pdqtc LmiredlSumm.ry ofsignincmt.ccouotiog poticicc .nd othcr drPLo..ory inform..ion for thc yc.t.nd.d 3t Mdch z)19

3.4

.) Rc@gritio. dd 6.s'|!@@.

Ts;Ue ,gc r st ted.t ccr, Gt of t r o. duty cadits.nncd,ls euuh.d d.pci.tion o( idpailllmt l@s; 'f

{v. cctind;d origild @t of rcquisition, induding in iddt l clPo$ al2tcd to $.r &quisitin dd i(slrlLtih

tnta"git'le .st' e sbtcd .t .ct, oet of nI d duq .adits .qne4 whcdd .PPli:bl€, l* dv rc.Mll'bd .jffijetion or

idpailtt@t lcs.s, if .ny. CGt indudd digind cGt of ..quisitit, i.cludh8 itrildt l ctPes6 elrted to swh .cquisiiion'

C.pn l fr.L in p.ogc..C6t of 6xed ;is u.dd cdstdctih t di5do6.d undd epitzl rc.!-in-P.oacs. AdmG pdd toq.ds &qusitid or

Cmtluction ot 6ted dets d int.ngiblc sstt i5 in ludfd a oPit l adqnces un&r long tcd l@s .nd .dwcd

b) Dcpcci.rid &d udrisdo

Depr6atindfrcdss.tgispovid.d@th.stnight-linenetho4cdPutcd@thebdiso.wi'dlifepewib.dins.hcdulell. it

" C^p"ni * ,\..,208, @ a pcdl b.5b &6 th€ d2tc th.,5s.t i5 tsdt to Put to e subitt to tDsititEl prcvili(B of

S.lEdqlc IL

Int nSible s*ts d dodized otr lh..+c.ted @6n ff. &on th. d2te dE.seis t rqiLbl. for e' 3 odtihed bdN:

Desription of $ft Estimrt€d lifeCodpute. eftsG 4 y.s

c) I6p.iddt of .€..t

At ah .cpoding d.te $. Cmplty ,.ss whdns th@ i! dy indic.tio. tbrt d .5$t trv b€.dpaia4 b'!'d d itt'E,l o'aa-a frctoa ir -y srch indi.ti; ed.ts, Sc Cqnpdy 6tidb th. c@nbL ddnt of the 5*t o' th' 6h sd@tnsunit is egtinzted. tf such eoveable @ount of the s;r or esh gd@tng unit to which rhe as*t b.l68s i. les rho irs ..(yingodnt'tlEc...yirymuot6Cd@dtoit!@v6rb|..,tsniThetdE!@i!trated$..imp.itlln|lo$ddisrd%nised- *'" st t --i.r"p-n -a 16 If, at dE aPoning d.!e th@ is r indiqrin rhat r Prcvious! dG*d inPaimdt los no

lo.{trciists,thccorcableoouotnrc2s*$ed.ndth.6setisrcll.ded.tth€recoveable.oouni,ImP.identlcsespeiocty <ogoiz€d d eordingty rdes.d in the st.r.ndt of prc6t md lc.

cul@(tlxi5th.@ouofte'P.}ablemth.rd,bl.incm.fdthe}@6d.tdnilcdint.or&ncsiihthe.pP|ic.bletzlerd.nd th€ ptuvisions of rhe In.;me Tr i.t,1961_ Iocme.mpur.rion.od di&toruft st ndrds md orhd appLit2ble ta las-

Minimud Altctut Ts (M T) Fid i! l@.doa with tbc t t lzvn whnh duing rh' sF i6€d pdiod givd tut!ft <l)!lmiibencfrtsinthefomofad.justnattofutuein.m.allirbfuty,tsc@silcddA.nrsstirthccscdhcingoidd.€th.tthccmp.ny witl pay nofnd Kltr t r' A@rdr8lt, t!'{AT B c%nis€d s D 6Et in th' EaLne Shet whb n is hlghlv Probabk

d2t tutu( .@omn b.ftfit ,sdbt d wid, n e 0o, to the CrmP..v

DefcGd tzr is c%iiscd d ,il tioir€ diffd@.s' bcing dE diffre bald thc tdebrc i*<m tnd d' &c(Mtbg ftlrethx oriltluR r. @."pdiod .nd * og"tt

"t.".* ; ".. or oo( subr'qmt Fdod' Dcfeft€d d 6 msucd cing rfie t'r

-.. *ia u. ux ra.i suusundvetv .;ded s rr the Bdd< Sher datc. to the dt'nr thrt the dmn:g dilldenc r etpeted ro

c{Ft lis / qPlble of crqsd in @. d tffi subscC!.nt pdtods

DefmdTrAsets@dognisdwhftdlietio.iseemblvdtainwhedsinseof'ericdfoN'rd10$6orun'bsorb€da.p..i"ri.", a"r".."a

"r -"i" e c%ni5.d ody if thec i5 ;n"d @nddry "f @li"ti@ btked bv cdvin'iog evilcdce that

d,; win b. $ffti6t tutut t r.ble inde 1el!n to c.li* $ch 6*ls D'ftftd T{ As*l. t Gvi'ved fo' th'

.pp@priftnss of then cP@tic e!ryi.8 vdue .t ech B,lt<c Sh€et d't'

Cul6tddd.fcd€dorrchdryloit.osdicdyGogn's€di!ttsd6r.rccogon.dinttsdc.nd6ti.th€st.tdcntof

Sha ieE artn4.

sh& ksuc .xp.n*s, net ot tai, ac .diust d €,in" thc s€lu:dd -Pmiun' fadnt, T P:-T'b'".:idf s::''1-5-1q.{,1:

0059?5N

INDIABULIS RUR.AI. FINANCE PRIVATE LIMITEDlfornerly knoM is Litdcnm Fi$,l S€riccs Privrte Limitcdl

Summery of rignificant eccotmting policic .rd oihcr cxpltn tory inform.tion for the yc.r cndcd 3l Mrrcb 2019

3t

3.E

lncdnots G dtsi6.d s lon8 t d .nd .u!6t inv6h.nt6 ltlg t€@ inGmdts rc (5in indivilutv .t @st ldsp@visioq if my, fo. diminutid otha tho ta{|My b th. vdw of Mh invdtndts. cujd! nvdtmts rc cdftdindiridurlln rt tire torcr of .*t rnd f.ir rdu.. Unqloted cftnt inBEndts in onit! of Mutuzl Funds in th' mtuft of ordtiavestnmts rh.[ be ldued rt the ftt dst vdue de.ked by th. mutu.l tund h resF.t of c..h p.fticda! 8ch@c.

The cdp1n},,s c@nibotioo to St dtory tund 4 <9siLtd t dcfn d @tribotion PL.s .nd e ch'4'd a s qFo* b'.scd

d rhe @@; of dlliburin cguir€d ro bc m.de ad whd 3di:6 e md.td bv dtc @plov6 Th. Cmpa'y bd uoGnHdcEned b.n.6t pLn! .. <mFn;.d rb6c dd gnnity fq .[ digibL @Plot6; rh. li.bilitv for kr! n d'hincd on thc

basis of an rctuuiel valurioo ft th..nd of d|e ycr Ging thc ?rci.ctcd Utut Cr.dit M.thod'. Actudi"l8.in$ rnd I'oss @Fiscqpqienc djusEncnt! md the .ff€ts of ch.ng.s in &d6i.l lssumPtioc 6d rc rdognilcd n tbe Strtemmt of Prc6t zdd Lsr inc@c or crFMs, 6 +plsblc Acludid grins dd l()6s c@pdis qF.iG@ rdj$urdts md thc cfftcts of ch2oge hrctuiat ruopioos srd rJrdoSni*d in th. 3t t@dt of profit dd lo6s d itl.lre o. qt nc 3.pPlebl.

Bordi.g qtt

Botr@ing costs ntdboabl€ to thc tquilirlh o. @6tdctlh of . qu.trying 15st c ..pidiacd s FIt of thr 'dt of dE s*t in

.ccord; vith ootified Ac.ountins at.nd2td 16 -Bollwids costs". A gDli&ing rs*t i! oG th4t necsdily trt€s subst nti.i

Dsiod of time to s.t a.dy fq inaod.d u$. Othd b@ing c@ts !c reogni*d a tn.xpcns in th. pdiod ia etlicb tb'v &Ku!r.d. B..dtr* cct i"cluds dch.ng. difi.mes to th. c .nt tgrd.d d d diutttmt to dE boffiing co66

t.9

rn <s of ,*t3 l1t n @ op..ri!g La,., dlc lc.s dt.ls e ch.4.d to th€ StatdEnt of Pofit dd LN m r 6tiight li@ b'5i5 b@ordd.e with Acdntios strnd.ld ( 9 19 - I4

3.11 Sc.gn.d cpdriog

Oo@ti@ s.sddt3 e cDorEd h. t@d .6ist nt with rhc iit od iQdtiog Foidcd m dE o!'8ffit Thc !.{dzgddt.d'h€ d.:p""y *t".it- 3;Esi. d@iE,nd b a.PooibL for dl@ti'8 lrc '!d .ls6ing Fi{otli,re or tb'oP@0n8 *gftnts

3.u P@ilidq .dlitglnt ud;rnid r'd c@tilgot e..t

P.ovisidsde.Gogdiz.donlywhdtl'.rci6.Pl*ntoblg.tiof,'s.6ultofPsra6$.rod*'hmaclilblecstioateofth.mut

"e ouligrtii ca ue nirdc.i th. cPo.ti!8 &b Tb; 4d@tes N di'Md d ah rePofrls d'te

'od di6lcd to cn"t

dr (lret b6i6tim.t6. PoisiF e di;@t d to dcn ptgdr v,lu6, wte th. tift erlu of ooo.y i5 mtc'i2L

C@dng@l lirb tuy i. di*r6.d foc

PGible obliS.iih6 whicb wi[ b. con6mcd d y by tutue adt! oot vho[v within tlE @ttol of the CmPxv drcot "ulfrtios rlsing f!@ p*t evmts whe it is not prob.bL tb.t 4 dtfld of lt.@c wil b' rcqu8d to *tde th'obljgntion o; . cl1bL cstiorte of the .oount of dE obligaiid cdot be dEd€'

c6li.g@t2*.t3d.ocid.rG%di'.d@rdigdcedHsvcr'whd.elizailhofincfuisvimulyert.io'.drteda*tu

3.tj} Edi.g. F.quily.he

B.sCminlsp<r,hasqjcnrtedbydivdingthendprc6(o(|osfdthcpgi'd.tribut.bletoequny!hfho|d6(r6te(al,".i.s ";b",uL

**1 uy ,h. *isi,,.d *-s. ...* of .quiry shrc olt3Endins dulins th. p.riod. The wishEd ryense

n@bd ;l equity ,has outsaading dun'8 dE Pcdod 6 rdiuEd for c@u iftludbg '

bonus su€

Fdth€pltPG.ofolcd.ti.Sdnd.dedingsPd'h.r.,'lEGtpofud106for6.Pdiod.ttlibubbl.tocquity'hthold6fdd," d8b; """.F "".d of sh2G @;t ;dios dui"s dE F.iod r adiusr.d fd d'. .trets of.I dilutivc pot€o&l cquty

INDTAEULIS IURAL FINANCB PIIYATA UI{ITEDfodaly k @n s Lird@n Fi.el &flkd Prier. tjnibdlSum4r or.kEifie .@@d.g poli.i6 sd o6cr G,rpLutory ilrdE.dd fo.rn. tct cad.d !1Mr..t 2Ol9

,1I wu. iDf , unks o.h.Nie.ad

A. .l 3l Mrti 20ttNub.n ]l@ut N@h.E Ado@r

(.) A!6diBr .he qpiorEqqiqrblgof Aadua l0ah

O) l-u.4 .t6.oib.d .rd tutrt Fid sP rt,EEquity stc of ea !.1u. f 10 ach 6n! P.A uP

atDo@ 45,(I,,00@ t&@0 1,80,0q000

a50.00.000 a5,00,00,000

,tl?9?:(D 41,?9,74,m

r&||0,o0o r,80,!0,00n

1797r@ 1J9J4,000

(c) Righo, Fr{.tl.d ..d ddidid .lr.t d b .qrnt .t.€ThG[ot&6of.guity3hrE.!h:Ib.6.id.dto@iv.divid€od.ddcd.r{ioaddedi.dto@v@F6hftdlr6in$ofdtcdpdtIn.lEa6toftituid{ir of dE cdpay, dE l€dining s&rs of rt!. Cdpdy .h,I h. dllnbuEd b .[c hold.n of .quir|ica itr pr.?dnh b d!. ndba or .h.B h€u ro

dE @l.q!iq ri,c dltrdins r d du .Ld All ti.6 dr.$' y di '€!d b 6. cdFa/' enr''l rl5

(d) Tb. @i[..ioo of cquity.h.g @sa!di.* .t 6. Hpirr od .t thc.rd o{ d. ltoi St?&i4--.lr nM.rl2ltl9 At..ll M.td 20tA

$Vtu t tt ln 1r,74,00q

Pa!i9 Ste r th. h.8i.oing oa td l7940 r:t9:t1@am :|0,00,@,000

lTnloo 1,79,?,r,m

Add : Eg{ity rh.c of I 10 adr l$ucd dlring tn. Fin

Eauly 5[.a rl .[. .nd of yd at tn ntnJaI,'. tmN ,$r:t1.34i,

ILbil of.h.ctoLl6! oG rna 5%.t.d n rn

l9do018€m159@135980

1lotz)123&0ru0001@t20

1@1@

9{a@

9640

r0.6!/1

8.85o/o

1.w

6.r81/t

5.51'/t

3.21./.

5,360/"

Srtct OnpoLilh Agw.l

(f)co'Pb'do6io'l'.vcayshdi''u.dfq.dit.dinoddtld@hfuiogdEino.di!!.I'Pc.di.g6Y.'.g.c@?any&ddblyt..tmy'hc&i.s idd.dildy FEdiig 6v. td

(Ihi ?.4 hs bdr inEn&'dy lcft bLil)

INDI !t |I5 llrl L rrNAflcB tNvarB utalltrDlfr@cdr rlo.litla- 8Lql Sc.'b6 PriitE lii{S6eryo(€r6.d r6da 9ofd....d.-d qb.t L&...dc ft. &F.d.aIk.r ,r!

,tlt@.bf,&&.*.6

Lx L.tIl&!.rrlt nlr6tll

fr.'€!a-ab(r) &.d.lrdc hd |/.r arrc dIBl Ar* &aBrl!€ + d. !€iEi.g ofdE tdedd oecd &oo sqrr i Snnoa. oa po& -d L.

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LITTLEMAN FISCAL SERVICES PRIVATE LIMITEDCf N: U74140MH 1993PTCO 7 4596statement of profit and ross for the year ended 31st March 201g

Pa rticula rs Amount in {)For the year ended

31.03.2018For the year ended

31.03.2017

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Expenses:Employee benefits expenseOther expensesTotal expenses

Profit before taxTax expensesCurrent taxMAT credit entitlementDeffered TaxTax adjustment for earlier years

Profit for the year

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- Diluted

Significant accounting policies

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825698,00

655739.00140476.78

7962 1s.18

29482.82

16939.00

0.00(15684.00)

1.00

1256.0028226.82

I70.020.02

0.07,0.0"9

As per our attached report of even dateFor JAIN VUAY & COMpANyChartered AccountantsFirm Registration No. 1O39g7W

For and on behalf of the board

Place : MumbaiDated: 30.06.2018

ltlitl

lLl

I L--.vijfy JainPrqprietorM. No. 0367

'tI "---'I* _-_+---

I

l

Place : MumbaiDated: 30.06.2018

Narottam Lal Saini

DIN : 01759826

r Agrawalor

DIN : 01242553

LITTLEMAN FISCAL SERVICES PRIVATE LIMITED

Notes to the financial statements for the year ended 31st March 2018

Note L7 : Earning Per equity share

Net Profit (loss) after taxWeighted average number of shares

used in computing basic and diluted

earnings Per share

Face value of equity share

Basic earning Per share

Diluted earning Per snare

Note 18: Payment to Auditors (excluding tax)

Statutory audit

Certif ication

(

Numberst((

20L7-2018

3485 1.1 5

).,797,40010.00

0.020,02

2016-20L7

26lzo.6z

925,18410,00

0,03

0,03

(Amount in ()

For the Yearenoeo

31.03,201- 7

8000 00

2000,00

For the Yearended

31.03.2018

8000.002000.00

10000.00 1 0000,00

Note19:Disc|osureunoerTheMicro,SmaIlandMediumEnterprisesDeve|opmentAct2006

As per the informatlon available with the company in response to the enquiries from all existing suppliers with whom

Companydeals,noneofthesuppIiersareregisteredasmicro,sma||ormediumenterprisesUnder,.TheMicro,sma||and

Medium Enterprises Development Act, 2006 as at 3L't March 2oL8 with competent authorities'

Note 20 : EmPloYee benefits

Thecompanyhasrecognized,whereverapplicable,asanexpense,theshorttermbenefitstoitsemployeessuchassalary, bonus, teave-encashment etc Provisions of Employees Provident Funds and MiSCellaneous Provisions Act' 1952

ano the Payment of Gratuity Act lgT2are not applicable to the company as the company does not have the requisite

number of employees for applicability said Acts'

Note 21 : Related party disclosures

AspertherequirementoftheAccountingstandardls,thereisnoindivrdualwhoownsdirectlyorindirect|yaninterest

invotingpowerofthecompanythatgiveshim/hercontro|orsignificantinfluenceoverthecompany'

Note 22 : Small and medium sized company

ThecompanyisaSma|landMedium.sizedCompany(SMC)asdefinedintheGeneral|nstructionsinrespectofAccountingstandardsnotifiedundertheCompaniesAct.Accordingly,thecompanyhascomp|iedwiththeAccountingStandards as appttcable to a Small and Medium-sized Company'