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Private & Confidential – Not for Circulation

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SECTION 1: DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given

below in this Shelf Disclosure Document.

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the

allotment of the Debentures pursuant to this Issue. Application Form The form used by the recipient of this Disclosure

Document and/or the Private Placement Offer Letter, to

apply for subscription to the Debentures, which is in the

form annexed to this Shelf Disclosure Document and

marked as Annexure IV. Board/Board of Directors The Board of Directors of the Issuer Business Day Shall mean a day (other than a public holiday, a Saturday

or a Sunday) on which banks are normally open for

business in Mumbai. CDSL Central Depository Services (India) Limited Cure Period A time frame of 30 to 90 days during which a company that

has gone into technical DEFAULT on a contractual

payment is permitted to submit payment without further

prejudice, and without being considered to have defaulted.

Also known as GRACE PERIOD. Debentures / NCDs 500 (Five Hundred) Secured Rated Listed Redeemable

Non-Convertible Debentures bearing a face value of Rs.

10,00,000/- (Rupees Ten Lakhs only) each, aggregating to

Rs. 500,000,000/- (Rupees Fifty Crores only). Debenture Holders / Investors The holders of the Debentures issued by the Issuer and

shall include the registered transferees of the Debentures

from time to time Deemed Date of Allotment As per pricing supplement Debenture Trustee GDA Trusteeship Limited Debenture Trustee Agreement Agreement to be executed by and between the Debenture

Trustee and the Company for the purposes of appointment

of the Debenture Trustee to act as debenture trustee in

connection with the issuance of the Debentures. Demat Refers to dematerialized securities which are securities that

are in electronic form, and not in physical form, with the

entries noted by the Depository. Depositories Act The Depositories Act, 1996, as amended from time to time Depository A Depository registered with SEBI under the SEBI

(Depositories and Participant) Regulations, 1996, as

amended from time to time. Depository Participant / DP A depository participant as defined under the Depositories

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


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Disclosure Document / Shelf

Disclosure Document This document which sets out the information regarding the

Debentures being issued on a private placement basis. DP ID Depository Participant Identification Number. Due Date Any date on which the holders of the Debentures are

entitled to any payments, whether on maturity or upon

exercise of the option to redeem the Debentures prior to the

scheduled Maturity Date. EFT Electronic Fund Transfer Financial Year/ FY Twelve months period commencing from April 1 of a

particular calendar year and ending on March 31 of the

subsequent calendar year GAAP Generally Accepted Accounting Principles Issue Issue of Secured Non-Convertible Redeemable Bonds in

the nature of Debentures on a Private Placement basis in

one or more tranches/series. Issue Opening Date As per pricing supplement Issue Closing Date As per pricing supplement Issuer/ Company Avanse Financial Services Limited Majority Debenture Holders Debenture Holders whose participation or share in the

principal amount(s) outstanding with respect to the

Debentures aggregate to more than 75% (Seventy Five per

cent) of the value of the nominal amount of the Debentures

for the time being outstanding. Maturity Date As per pricing supplement

Material Adverse Effect The effect or consequence of an event, circumstance,

occurrence or condition which has caused, as of any date of

determination, a material and adverse effect on (i) the

financial condition, business or operation of the Issuer; (ii)

the ability of the Issuer to perform their obligations under

the Transaction Documents; or (iii) the validity or

enforceability of any of the Transaction Documents

(including the ability of any party to enforce any of its

remedies thereunder). N.A Not Applicable. NSDL National Securities Depository Limited. PAN Permanent Account Number Pricing Supplement Shall mean the term sheet containing the issue details

Private Placement Offer Letter Shall mean the offer letter prepared in compliance with

Section 42 of the Companies Act, 2013 read with the

Companies (Prospectus and Allotment of Securities) Rules,

2014. RBI Reserve Bank of India. Rating Agency Credit Analysis & Research Limited and Brickworks

Ratings Record Date The date which will be used for determining the Debenture

Holders who shall be entitled to receive the amounts due on

any Due Date, which shall be the date falling 15 (Fifteen)

calendar days prior to any Due Date. R&T Agent Registrar and Transfer Agent to the Issue, in this case being


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System Support Services ROC Registrar of Companies. Rs. / INR Indian National Rupee. RTGS Real Time Gross Settlement. SEBI Securities and Exchange Board of India constituted under

the Securities and Exchange Board of India Act, 1992 (as

amended from time to time). SEBI Debt Listing Regulations The Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulation, 2008 issued by

SEBI, as amended from time to time. Security The security for the Debentures as specified in Annexure I. TDS Tax Deducted at Source. The Companies Act/ the Act The Companies Act, 1956 (“1956 Act”), or where

applicable, the provisions of the Companies Act, 2013

(“2013 Act”). Terms & Conditions Shall mean the terms and conditions pertaining to the Issue

as outlined in the Transaction Documents Transaction Documents Shall mean the documents executed or to be executed in

relation to the issuance of the Debentures as more

particularly set out in Section 7. WDM Wholesale Debt Market.


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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS

2.1 ISSUER’S DISCLAIMER

This Shelf Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus and should

not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The

issue of the Debentures to be listed on the WDM segment of the BSE is being made strictly on a private

placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same

person and shall be treated as such. This Shelf Disclosure Document does not constitute and shall not be

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

As per the applicable provisions, it is not necessary for a copy of this Shelf Disclosure Document/

Disclosure Document to be filed or submitted to the SEBI for its review and/or approval. However

pursuant to the provisions of Section 42 of the Companies Act 2013 read with the Companies (Prospectus

and Allotment of Securities) Rules, 2014, the copy of this Shelf Disclosure Document/ Private Placement

Offer Letter shall be filed with the ROC and SEBI within the stipulated timelines under the Companies

Act, 2013.

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

Debt Securities) Regulations, 2008 as amended from time to time and applicable RBI circular governing

private placements of Debentures by NBFC. This Shelf Disclosure Document has been prepared solely to

provide general information about the Issuer to the Eligible Investors (as defined below) to whom it is

addressed and who are willing and eligible to subscribe to the Debentures. This Shelf Disclosure

Document does not purport to contain all the information that any Eligible Investor may require. Further,

this Shelf Disclosure Document has been prepared for informational purposes relating to this transaction

only and upon the express understanding that it will be used only for the purposes set forth herein.

Neither this Shelf 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

Shelf Disclosure Document should not consider such receipt as a recommendation to subscribe to any

Debentures. Each Investor contemplating subscription to any Debentures should make its own

independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the

creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other

professional advisors as to the risks and investment considerations arising from an investment in the

Debentures and should possess the appropriate resources to analyze such investment and the suitability of

such investment to such Investor‟s particular circumstances.

The Issuer confirms that, as of the date hereof, this Shelf Disclosure Document (including the documents

incorporated by reference herein, if any) contains all the information that is material in the context of the

Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No

person has been authorized to give any information or to make any representation not contained or

incorporated by reference in this Shelf 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 being authorized by the Issuer. The Issuer certifies that the disclosures

made in this Shelf Disclosure Document and/or the Private Placement Offer Letter are adequate and in

conformity with the SEBI Debt Listing Regulations and the Companies (Prospectus and Allotment of

Securities) Rules, 2014 and RBI regulations for Private Placement of NCD‟s. Further, the Issuer accepts

no responsibility for statements made otherwise than in the Shelf Disclosure Document or any other

material issued by or at the instance of the Issuer and anyone placing reliance on any source of

information other than this Shelf Disclosure Document would be doing so at its own risk.


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This Shelf Disclosure Document, the Private Placement Offer Letter and the contents hereof and thereof

respectively are restricted only for the intended recipient(s) who have been addressed directly and

specifically through a communication by the Issuer and only such recipients are eligible to apply for the

Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to

them for investing in this Issue. The contents of this Shelf Disclosure Document and/or the Private

Placement Offer Letter 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

Shelf Disclosure Document and the Private Placement Offer Letter being issued have been sent. Any

application by a person to whom the Shelf Disclosure Document and/or the Private Placement Offer

Letter has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Shelf Disclosure Document and/or the Private Placement Offer Letter

shall not reproduce or distribute in whole or part or make any announcement in public or to a third party

regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential

all information provided (or made available hereafter), including, without limitation, the existence and

terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees

payable to us or other parties in connection with the Issue. This Shelf Disclosure Document and/or the

Private Placement Offer Letter may not be photocopied, reproduced, or distributed to others at any time

without the prior written consent of the Issuer. Upon request, the recipients will promptly return all

material received from the Issuer (including this Shelf Disclosure Document) without retaining any copies

hereof. If any recipient of this Shelf Disclosure Document and/or the Private Placement Offer Letter

decides not to participate in the Issue, that recipient must promptly return this Shelf Disclosure Document

and/or the Private Placement Offer Letter and all reproductions whether in whole or in part and any other

information, statement, notice, opinion, memorandum, expression or forecast made or supplied at any

time in relation thereto or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Shelf Disclosure Document and/or the Private Placement

Offer Letter to reflect subsequent events after the date of Shelf Disclosure Document and/or the Private

Placement Offer Letter and thus it should not be relied upon with respect to such subsequent events

without first confirming its accuracy with the Issuer.

Neither the delivery of this Shelf Disclosure Document, and/or the Private Placement Offer Letter nor any

sale of Debentures made hereafter shall, under any circumstances, constitute a representation or create

any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Shelf Disclosure Document and/or the Private Placement Offer Letter does not constitute, nor may it

be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer

or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or

solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this

Shelf Disclosure Document and/or the Private Placement Offer Letter in any jurisdiction where such

action is required. Persons into whose possession this Shelf Disclosure Document comes are required to

inform themselves about and to observe any such restrictions. The Shelf Disclosure Document is made

available to potential Investors in the Issue on the strict understanding that it is confidential.

2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Shelf Disclosure Document has been filed with the BSE/NSE in terms of the

SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Shelf Disclosure

Document to the BSE/NSE should not in any way be deemed or construed to mean that this Shelf


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Disclosure Document has been reviewed, cleared, or approved by the BSE/NSE; nor does the BSE/NSE

in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this

Shelf Disclosure Document, nor does the BSE/NSE warrant that the Issuer‟s Debentures will be listed or

will continue to be listed on the BSE/NSE; nor does the BSE/NSE take any responsibility for the

soundness of the financial and other conditions of the Issuer, its promoters, its management or any

scheme or project of the Issuer.

2.3 DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Shelf

Disclosure Document has to be filed with or submitted to the SEBI for its review / approval. It is to be

distinctly understood that this Shelf Disclosure Document should not in any way be deemed or construed

to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI.

SEBI does not take any responsibility either for the financial soundness of any proposal for which the

Debentures issued thereof is proposed to be made or for the correctness of the statements made or

opinions expressed in this Shelf Disclosure Document. However the Company undertakes to file this

Shelf Disclosure Document/Offer Letter with SEBI within 30 days from the Deemed Date of Allotment

as per the provisions of the Companies Act, 2013 and the rules thereunder.

2.4 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to Investors as specified under the clause titled “Eligible Investors” of this

Shelf Disclosure Document, who shall be/have been identified upfront by the Issuer. This Shelf

Disclosure Document and/or the Private Placement Offer Letter does not constitute an offer to sell or an

invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically

addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts

and tribunals at Mumbai. This Shelf Disclosure Document and/or the Private Placement Offer Letter does

not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other

jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

2.5 DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall

the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings

on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does

not, however, guarantee the accuracy, adequacy or completeness of any information and is not

responsible for any errors or omissions or for the results obtained from the use of such information. Most

entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee,

based on the amount and type of bank facilities/instruments.

2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the

Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the

Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take

necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor

with its depositary participant. The Issuer will make the Allotment to Investors on the Deemed Date of

Allotment after verification of the Application Form, the accompanying documents and on realisation of

the application money.


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SECTION 3: RISK FACTORS

The following are the risks relating to the Company, the Debentures and the market in general envisaged

by the management of the Company. Potential investors should carefully consider all the risk factors in

this Shelf Disclosure Document and/or the Private Placement Offer Letter for evaluating the Company

and its business and the Debentures before making any investment decision relating to the Debentures.

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

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

Debentures are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and

reference and does not in any manner indicate the importance of one risk factor over another. Investors

should also read the detailed information set out elsewhere in this Shelf Disclosure Document and/or the

Private Placement Offer Letter and reach their own views prior to making any investment decision.

3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER.

Potential investors should be aware that receipt of the principal amount (i.e. the redemption amount) and

any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer.

Potential investors assume the risk that the Issuer may not be able to satisfy their obligations under the

Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar

proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the

Debentures may not be made or may be substantially reduced or delayed.

3.2 THE SECONDARY MARKET FOR DEBENTURES MAY BE ILLIQUID.

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if

there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential

investors may have to hold the Debentures until redemption to realize any value.

3.3 CREDIT RISK & RATING DOWNGRADE RISK

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

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

Debentures. In such cases, potential investors may incur losses on revaluation of their investment or make

provisions towards sub-standard/ non-performing investment as per their usual norms.

3.4 CHANGES IN INTEREST RATES MAY AFFECT THE PRICE OF NCDs.

All securities where a fixed rate of interest is offered, such as this Issue, are subject to price risk. The

price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest

rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The

extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or

decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompanies

inflation and/or a growing economy, are likely to have a negative effect on the pricing of the Debentures.


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3.5 TAX CONSIDERATIONS AND LEGAL CONSIDERATIONS

Special tax considerations and legal considerations may apply to certain types of investors. Potential

investors are urged to consult with their own financial, legal, tax and other advisors to determine any

financial, legal, tax and other implications of this investment.

3.6 ACCOUNTING CONSIDERATIONS

Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to

consult with their own accounting advisors to determine implications of this investment.

3.7 SECURITY MAYBE INSUFFICIENT TO REDEEM THE DEBENTURES

In the event that the Company is unable to meet its payment and other obligations towards Investors

under the terms of the Debentures, the Debenture Trustee may enforce the Security as per the terms of

security documents, and other related documents. The Investors recovery in relation to the Debentures

will be subject to (i) the market value of such secured property, (ii) finding wilful buyers for the Security

at a price sufficient to repay the potential investors amounts outstanding under the Debentures. The value

realised from the enforcement of the Security may be insufficient to redeem the Debentures.

3.8 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER ISSUBJECT TO COULD IMPAIR THE ISSUER’S ABILITY TO MEET PAYMENT OR OTHER OBLIGATIONS.

The Issuer is generally subject to changes in Indian law, as well as to changes in government regulations

and policies and accounting principles. Any changes in the regulatory framework could adversely affect

the profitability of the Issuer or its future financial performance, by requiring a restructuring of its

activities, increasing costs or otherwise.

3.9 LEGALITY OF PURCHASE

Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of the

Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it

operates or for compliance by that potential investor with any law, regulation or regulatory policy

applicable to it.

3.10 POLITICAL AND ECONOMIC RISK IN INDIA

The Issuer operates only within India and, accordingly, all of its revenues are derived from the domestic

market. As a result, it is highly dependent on prevailing economic conditions in India and its results of

operations are significantly affected by factors influencing the Indian economy. An uncertain economic

situation, in India and globally, could result in a further slowdown in economic growth, investment and

consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for

credit and other financial products and services and higher defaults. Any slowdown in the growth or

negative growth of sectors/countries where the Issuer has a relatively higher exposure could adversely

impact its performance. Any such slowdown could adversely affect its business, prospects, results of

operations and financial condition.


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3.11 RISKS RELATED TO THE BUSINESS OF THE ISSUER

(a) Credit risk

The issuer is exposed to the risk of default by its borrowers. A strong credit risk management

process helps in containing the portfolio quality of the company. Key elements of the credit risk

management include a structured and standardised credit approval process supported by a strong

ERP system, effective training programs, legal and technical due diligence, monitoring and robust

credit risk management strategy at a senior management level.

(b) Interest Rate Risk

Interest rate risk arises when there is a mismatch in the interest rate profile of assets and liabilities

adversely impacting the net interest income. Organization measures interest rate risks by the „

“maturity gap” method. The maturity gap is a risk measure that tracks the gap between assets and

liabilities sensitive to interest rate changes, to assess the impact of interest rate changes on the

cost of funds to the Issuer. Considering the volatility of interest rates in the market, the

Company‟s strategy is to realize its borrowings between short term and long term debt as well as

floating and fixed rate instruments.

(c) Market Risk

An Asset Liability Management Committee (ALCO) consisting of senior management of the

Issuer under the directions of the Board reviews and approves all market risk policies and

recommends the tolerance limits on borrowings, the fixed vs. floating rate exposure on the

borrowings, the ALM position of the Company and also fixes the framework of operations for

ALCO.

(d) Operational Risk

Operational Risk is defined as the risk of loss resulting from inadequate or failed internal

processes, people, systems, or from external events. The aim of an Operational Risk framework is

to identify, assess, control and mitigate operational risk and for effective reporting of risk and

emerging risk issues.

(e) Regulatory Risk

The Company is governed by RBI on requirements related to capital adequacy and provisioning

and various other legal and regulatory requirements from concerned authorities. Any change in

the regulatory framework could have an impact on the Company


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SECTION 4: FINANCIAL STATEMENTS

Set out in Annexure V hereto


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SECTION 5: REGULATORY DISCLOSURES

The Shelf Disclosure Document is prepared in accordance with the provisions of SEBI Debt Listing

Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI

Debt Listing Regulations.

5.1 Documents Submitted to the Exchanges

The following documents have been / shall be submitted to the BSE/NSE:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the

allotment of the Debentures;

(b) Copy of last 3 (Three) years audited Annual Reports;

(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements

(d) Copy of the resolution passed by the shareholders of the Company at the Extra Ordinary General

Meeting held on April 22, 2015, authorizing the issue/offer of non-convertible debentures by the

Company;

(e) Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized

signatories;

(f) Certified true copy of the resolution passed by the Company at the Extra Ordinary General

Meeting held on April 22, 2015 authorising the Company to borrow, upon such terms as the

Board may think fit, upto an aggregate limit of INR ,200,00,00,000/- (Rupees Two Hundred

Crores);

(g) An undertaking from the Issuer stating that the necessary documents for the creation of the

charge, including the Trust Deed would be executed within the time frame prescribed in the

relevant regulations/acts/rules etc and the same would be uploaded on the website of the

BSE/NSE, within 5 (five) working days of execution of the same;

(h) Where applicable, an undertaking that permission / consent from the prior creditor for a second or

paripassu charge being created, in favour of the trustees to the proposed issue has been obtained;

and

(i) Any other particulars or documents that the recognized stock exchange may call for as it deems

fit.

5.2 Documents Submitted to Debenture Trustee The following documents have been / shall be submitted to the Debenture Trustee:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the

allotment of the Debentures;

(b) Copy of last 3 (Three) years audited Annual Reports;

(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;

(d) Latest audited / consolidated (wherever available) and standalone financial information (profit &

loss statement, balance sheet and cash flow statement) and auditor qualifications, if any.

An undertaking to the effect that the Issuer would, until the redemption of the debt securities,

submit the details mentioned in point (d) above to the Trustee within the timelines as mentioned

in Simplified Listing Agreement issued by SEBI vide circular

No.SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for

furnishing / publishing its half yearly/ annual result.


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5.3 Name and Address of Registered Office of the Issuer

Name: Avanse Financial Services Limited

Registered Office of Issuer: Ground Floor, Madhava Building, Next to Family Court,

BandraKurla Complex, Bandra East – Mumbai - 400051

Corporate Office of Issuer: Ground Floor, Madhava Building, Next to Family Court, Bandra

Kurla Complex, Bandra East – Mumbai – 400051

Compliance Officer of Issuer: Ms.Neha Gore, Company Secretary

CFO of Issuer: Mr Koustubh Shaha

RBI Registration Number: B.13.01704

Corporate Identification Number: U67120MH1992PLC068060

Phone No.: +91-22-711122333

Contact Person: Ms.Neha Gore

Email: [email protected]

Website of Issuer: www.avanse.com

Auditors of the Issuer: M/S T.R.Chaddha& Company Chartered Accountants

Address:502 Marathon Icon, off Ganpatrao Kadam Marg,

Opp.Peninsual Corporate Park, Lower Parel, Mumbai - 400013

Trustee to the Issue: GDA Trusteeship Limited

Address: GDA House, Plot No. 85, Bhusari Colony (Right),

Paud Road, Pune - 411 038

Registrar to the Issue: System Support Services

209, Shivai Industrial Estate,

89, Andheri-Kurla Road,

(Next to Logitech Park, Above McDonalds),

Sakinaka, Andheri (E),

MUMBAI (Bombay) - 400072.

Credit Rating Agency of the Issue: Credit Analysis & Research Limited

4th Floor, Godrej Coliseum, Somaiya Hospital Road,

Off Eastern Express Highway, Sion (East),

Mumbai - 400 022.

Brickwork Ratings India Pvt.Ltd.

3rd

Floor, RakAlkaa Park, KalenaAgrahara,

Bannerghatta Road, Bengaluru – 560076

http://www.avanse.com/


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

Overview

Avanse Financial Services Ltd. (“Avanse” or the “Company”) is a Non-Deposit accepting NBFC

regulated by RBI and we have started our business operations as a new age Education Loan Company

from the month of January 2013. We are an associate of Dewan Housing Finance Corporation Ltd

(DHFL).

Vision and Mission

Our vision - “Enabling education, Empowering youth”

Our Mission - “Promote the constitution of a better society by providing the youth of the country an

opportunity to educate and contribute, thereby improving our social and economic conditions”

Background

Avanse is a new age education finance company in the private sector, providing student education loans

and education infra loans. Avanse was conceived with the aim to fulfil the gnawing need for education

finance at reasonable terms, thus enabling every student to pursue their right to an education of their

choice in order to achieve their career goals.

With ever rising demand of quality education in India, we have taken the mantle to aid small but aspiring

educationists in creating the much needed education infrastructure through our “Education Infra Loans”

segment. The Company intends to maintain a ratio of 80:20 between Student Education Loans and

Education Infra Loans. The Company commenced its operations in January 2013 and as of 30th

September 2015 the company‟s outstanding loan book is ~Rs.385 crores. The Company is operating out

of eight locations across the country.

The promoters of the company are DHFL and Rajeshkumar Wadhawan Group (Individuals and entities)

with 48.40% stake held by DHFL and 38.60% stake held by Rajeshkumar Wadhawan Group (Individuals

and entities). 13% of the stake is held by International Finance Corporation (IFC), an arm of the

World Bank. The Company is managed by eminent personalities from the fields of Finance, Banking,

Law and Retail.

Important Recent Highlights:

CARE has awarded AA+ (SO) Rating for Long Term Banking and Secured NCD facilities of the

company.

Brickworks has awarded AA+ (SO) Rating requirement and for Secured Long Term NCD facilities of

the company

The company has within a very short span of its business commencement launched multiple products

to suit the requirements of Students pursuing Higher education in India or abroad.

Launched the Education Infra Loan segment, focused on Small to Medium scale Educational

Institutions / Education Facilitators, catering to their funding needs from Infrastructure creation

perspective and / or for meeting their Working Capital needs


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IFC, a member of the World Bank Group, invested $2.1 million (Rs.12.75 crores) on July 18, 2013 as

equity in Avanse Financial Services to expand its ability to provide loans to Indian students pursuing

higher education in India and overseas, improving access to quality education.

Education Finance Potential

Education Financing in India can be termed as a Sunrise sector, as hitherto there was only one dedicated

player catering to the education financing needs of students. Although many of the Public Sector Banks

do underwrite loans for student education, but lack of focus and strategy around this product has

hampered its evolvement, which is detrimental from a borrower standpoint. Whatever lending happens is

more of a compelled lending in order to claim priority sector benefit, rather than a focused product based

lending.

Indian Education Loan Market

With over 150 million people in the 18-23 years age group, India is one of the world‟s largest education

markets. Additionally, the cost of higher education has increased significantly in recent years. Education

loans have been hard to come by due to an acute lack of specialized players in the market with domain

expertise and the outlook and outreach of existing players.

The Private sector can play a significant role in improving access to quality education, especially in an

emerging market like India. As such, growth opportunities in this sector are significant.

Avanse Advantages

Exclusive focus on education loans, with an extensive understanding of the dynamic education market

translates into domain expertise that is scarce in the education loan market.

Domain expertise results in innovations in Product and Underwriting with ability to rank courses and

institutes, giving Avanse a sustainable edge over competitors.

Superior quality products and underwriting capabilities ensure simpler application process and better

appraisals

Pan India outreach due to strong DHFL parentage

Being a new age education finance company, Avanse has a bigger outreach and is able to consider

more courses and customer segments.

Key Business Characteristics

Focus mainly on Students going Abroad for Higher Education

75% of Disbursements targeted towards Abroad Students and Balance 25% towards Domestic

Students

All Abroad Student cases are necessarily backed by “Residential Property” as a Collateral and in

case of Domestic Students, the collateral can be FD or LIC Policy or a Residential property

Co-Borrower compulsory in each and every case Sanctioned

Repaying capacity assessed based on current income of the Co-Borrower (Usually the Students

Parents), rather than the future income earning capacity of the student

All Repayments are necessarily through ECS only

Stringent Tracking of Abroad Students through Specialised Institutions in foreign countries


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Robust Sourcing Network through tie-ups with Colleges, Education Consultants and Test prep centers

Shareholding Pattern of Avanse as on September 30, 2015

5.5 Brief Profile of the Board of Directors

Name of director Description Mr. Kapil

Wadhawan,

Chairman,

Promoter Director

Mr. Kapil Wadhawan is the guiding light behind revolutionizing housing

finance, making it accessible and affordable to large sections of the

Indian population. A dynamic leader, he has spearheaded radical changes

in systems and processes, bringing in technology and talented

manpower, to deliver higher overall efficiencies, thereby boosting

performance and growth. He was the mastermind behind designing and

implementing new loan processing software leading to an efficient

online loan management system. He has initiated Business Process Re-

engineering to revamp the product and distribution systems thus enabling

DHFL to reach out effectively to the interior markets of India. Mr.

Kapilkumar Wadhawan has identified significant opportunities in mature

markets as well as emerging markets. Given Mr. Kapilkumar

Wadhawan‟s track record and lineage, the Education Finance initiative

will be a winner given his philosophy for business growth through risk

and reward balancing and creating an institution driven by processes.

Mr. Kapilkumar Wadhawan is known for his dynamic leadership

qualities and his ability to take quick decisions. He contributes to

philanthropic activities and has done a lot for the economically weaker

sections of society. He is an MBA (Finance) from Edith Cowan University, Perth Australia

Mr. Anoop

Anoop Pabby has over 25 years of experience in the retail financial

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

1 Dewan Housing Finance Corporation Ltd 12,197,522 48.39%

2 Wadhawan Global Capital Private Limited 9,532,954 37.82%

3 International Finance Corporation 3,269,230 12.97%

4 Wadhawan Holdings Pvt Ltd 76,754 0.30%

5 Wadhawan Consolidated Holdings Pvt. Ltd. 42,293 0.17%

6 Wadhawan Retail Ventures Pvt. Ltd. 42,293 0.17%

7 Shri Kapil Wadhawan 22,736 0.09%

8 Shri Dheeraj Wadhawan 22,736 0.09%

9 Other Individuals 796 0.00%

25,207,314 100.00%

Shareholding pattern of Avanse as on 30th September 2015


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Kumar Pabby,

Non – Executive

Director

services sector including as Managing Director & CEO of Deutsche

Postbank Home Finance Ltd. and President - Strategic Initiatives at

Dewan Housing Finance Corporation Ltd. He has also held several

senior management positions at Cholamandalam MS General Insurance

Company Ltd. and Royal Sundaram Alliance Insurance Co. Ltd. He has

vast operational and strategic experience in leading turn around

challenges as well as successfully closing complex M&A transactions

and subsequent integration exercises. Anoop Pabby is the Managing

Director & CEO of DHFL Pramerica Life Insurance Co. Ltd. (DPLI), a

joint venture between Dewan Housing Finance Corporation Ltd.

(DHFL), India‟s second largest private sector housing finance company

and Prudential International Insurance Holdings, Ltd. (PIIH), a fully

owned subsidiary of Prudential Financial, Inc. (PFI), a financial services

leader headquartered in the U.S.

Anoop is a Bachelor of Chemistry (Hons.) and holds a PGDBM from

MDI, Gurgaon in Finance and Marketing Mr. Mahendra

Kumar Chouhan,

Independent Non

– Executive

Director

Mr. M.K. Chouhan (Mahendra) is Managing Director of a successful

Board Advisory Consulting company - Mahendra & Ardneham

Consulting (P) Ltd. He has 35 years of valuable experience in large

Indian and multinational companies and in management consulting. He

sits on the Boards of quite a few companies as Independent Director,

from a variety of sectors and also member of advisory board for Asia, for

Stern Stewart & Company (The EVA Company of USA).

He is Chairman of Mahendra & Young Knowledge Foundation, a public

charitable trust & Vice Chairman of Global Advisory Board of Asian

Centre for Corporate Governance & Sustainability™ (ACCGS). He is

elected member of Stakeholder Council of Global Reporting Initiative

(GRI) Amsterdam. He works closely with Cancer Patient Aids

Association (CPAA). He is a visiting faculty at Indian Institute of

Technology (IIT) Bombay and Jamanalal Bajaj Institute of Management

Studies (JBIMS), Mumbai. He teaches, International Business, Corporate

Governance & Corporate Social Responsibility (CSR).

Mr. Mahendra is an MBA with specialization in Finance and science

graduate (B.Sc.) with Physics, Chemistry and Biology. He has done a

course from Wharton Business School, University of Pennsylvania,

USA, for board of Directors on 'Governing the Corporation: Global

Perspectives in the Indian Context'. He is consultant to World Bank –

IFC, and also holds a certificate by World Bank, IFC, Global Corporate

Governance Forum USA, as Trainer for Board of Directors.

Mr.Suresh

Mahalingam Non – Executive

Director

Mr. Suresh Mahalingam holds Master degree in Business Administration

(International Management) from IMI, Delhi. Mr. Suresh Mahalingam

joined ITC, one of India‟s largest FMCG companies, where he spent


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over 17 years managing Sales & Distribution in India‟s most remote

geographies, before moving to Brand and Strategy Management, finally

culminating in heading ITC‟s largest business zone.

With the liberalization of the Indian Insurance Industry, Mr. Suresh

Mahalingam head the Sales and Marketing function of HDFC Life. His

incisive understanding of Indian consumers led to the creation of one of

the most recalled brand positioning in recent times – „Sar uthake jiyo‟ –

which propelled the Company to become one the top five life insurance

companies.

He served as MD and CEO of Tata AIG Life - a role he assumed in 2008

during testing times – also witnessed landmark growth with the

Company tripling its assets under management under his leadership. He

led and successfully implemented change management across the

organization and re-oriented the Company‟s operations across product

portfolio, distribution and customer service, thereby consistently

delivering profits for the Company.

At present Mr Suresh Mahalingam is a Director on the Board of

Financial Planning Standards Board (FPSB), Pratishruti Foundation and

DHFL Pramerica Life Insurance Company Limited. He has also been a

faculty member at IMI, New Delhi and a key speaker at various industry

forums.


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5.6 Brief Profile of the Senior Management

Name and

designation Description

Mr. Neeraj Saxena -

CEO A bastion for next generation leaders, Neeraj has over 15 years of

experience in the Indian Retail and Financial Services industry. A

science graduate from Agra University, he holds a Post Graduate in

Management from NIFT, Bangalore. Prior to taking up the responsibility of a CEO in Avanse Financial

Services Ltd., he was the Head of Corporate Strategy at DHFL for

over four years. He has been instrumental in leading various strategic

initiatives including: •The formation of Aadhar Housing Finance Pvt. Ltd. •The joint venture with IFC, a thorough Business process re-

engineering in DHFL, active involvement in the acquisition of

Deutsche Post Bank Home Finance Ltd.& its merger with DHFL •Researching and developing the business model for DHFL‟s recent

venture into the Education loan space. His experience has taken him through a diversified corporate

adventure in the areas of Business Operations, Strategy & Corporate

planning, Product Management and Corporate Quality. Before his stint

at DHFL, he worked in Retail Operations and Strategy in companies

like Tata Retail Enterprise (Trent), Piramal Retail and Ernst & Young. Mr. Koustubh Shaha

– CFO A vivid Finance Professional Koustubh has over 14 years of

experience in the Indian Financial Services Sector. A Chartered

Accountant from ICAI New Delhi, he has also successfully

completed his CFA course, from CFA institute USA.

Prior to taking up the responsibility of a CFO in Avanse, Koustubh

was heading the Investor Relations department of Dewan Housing

Finance Corporation Ltd (DHFL) for over one year. He has been

instrumental in increasing the visibility of DHFL stock amongst the

Research Analyst and Investor community and ensured that the Key

achievements of the company were aptly communicated to the

investor and analyst fraternity through regular conference calls /

management meets

Throughout his career Koustubh has worked in varied roles like

raising all forms of Capital, Identifying & Implementing Strategic

Initiatives and Identifying key Risks for the organization. He has

worked closely with C-level executives of leading Finance and

Financial Services organisations like Kotak Securities, Motilal Oswal

Financial Services Ltd, helping them achieve financial and strategic

goals.

AnandSubramaniam

- Head Retail Sales

& Product

Anand Subramaniam is Head of Retail Sales and Product in Avanse

Financial Services ltd. In his role he is responsible for Sales

Management and Product development. He is also responsible for

maintaining relationship with various partners. His Job also includes


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expanding the distribution network for Avanse across various

geographies.

He has over 16 years of experience in the Retail financial Services

across various products including Mortgages, Auto loan and Credit

cards. He has held various responsibilities across Sales management,

Product management, Marketing and Business Development. Prior to

Avanse, he was working as Head of Marketing and Business

Development in First Blue Housing Finance Ltd (Earlier Known as

Deutsche Post Bank). Prior to First Blue he was working with AIG

Home Finance as Product Head. He has also held Product Head

Position in Citi financial consumer financial services India Pvt. Ltd.

While the above mentioned experience has been in Mortgages, He

has worked with American Express in credit card Sales and ICICI and

Ford Credit in Auto Loans.

He is a Graduate in Mathematics and holds a MBA degree in

Marketing.

Ashish Gupta –

Head Education

Infrastructure

Lending

Ashish is an astute financial services professional with over 10 years

of diverse experience. He currently leads the Education Infrastructure

Lending vertical for Avanse, a business he built from scratch. Prior to joining Avanse, he was a part of DHFL strategy team where

he led various strategic, operational & technology initiatives taken by

the company. He was also involved in the creation of a Retail Loan

Syndication Alliance with Yes Bank, integration of the Deutsche

Postbank Home Finance entity and the launch of a unique Mortgage

Guarantee product in India with IMGC. He subsequently joined the

Real Estate financing business of DHFL, where at the time of leaving,

he was acting as Regional Head for their North India business. Ashish is able to bring a unique perspective to his work by

assimilating insights, both functional and cultural, gained as a part of

his stint with the IBM Consulting business in the US and the UK

where he advised top-tier financial services firms like American

Express, Aviva and Royal Bank of Scotland in the areas of Operating

Model Redesign & Digital Transformation. He completed his post graduation in general management from IIM

Ahemdabad post which he worked briefly with Citibank as a

management associate in the Cash Management area

Namita Raja – Head

Credits &

Operations

Namita is a Management Graduate from IMDR, Pune and has a

Bachelors Degree in Computer Science.

Prior to taking up the responsibility as Head - Credit and Operations

she was working with the DHFL group as Head - Credit and

Operations for Education loans

She has 17 years of experience with banks and Financial Institutions.

In the past, she had worked with MNCs and Indian banks at senior

levels, and has managed various functions like Credit, Relationship


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and Operations.

She started her career in 1997 with Shelters, an associate of Citibank

N.A, for processing of mortgage and personal loans. In 1999, she

Joined Citicorp Credit Services India Ltd as Shelters Manager. In

2001, she moved to ICICI Bank, joined at Pune as Branch Credit

Manager for mortgage loans. She worked with ICICI Bank at Kolkata

and Delhi and was promoted to Area Credit Manager during this time.

In 2006, she moved to the Small Enterprise Group within ICICI Bank

as Regional Head for Mumbai.

From 2008, she was a part of the Credit Operations team at HSBC

Bank as Vice President and was heading - Bank Guarantees, Loan

disbursements, Limit maintenances, Bad and doubtful account

management and Monitoring.

In 2011, she joined Dhanlaxmi Bank as Head Credit – Construction

Finance and Central underwriting and also worked briefly as Head -

Compliance and Customer Service with Edelweiss Home Finance

Ltd.

5.7 Organisational Structure and Field Hierarchy

a. Organization Structure at Head Office

CEO (NeerajSaxena)

Head –EDIL (AshishGupta)

Sr. Manager - Credit

AM – Credit & Ops

Head –Sales & Product (AnandSubramaniam)

Sr. Manager Sales

SM/RM/TM/Head Product

AM-Sales / Sales

Coordinators

Head –Credit & Operations (Namita Raja)

Chief Manager –Operations /

Credit Managers

CFO (Koustubh

Shaha)

Sr.Manager / AM

Finance/Accounts/Company Secretary /

Head –Marketing &

Administration (BenoyJoseph)

Manager / AM Marketing /

Sr.Executive -Administration

Head – IT (Jitendra

Patel)

AM - IT Executive-IT

Head – HR (VaishaliD’souza)

Assistant Manager- HR


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b. Organization Structure at Branches

c. Details of Branches :

Retail Sales Head

Sr. Manager Sales

Sales Manager

AM-Sales / Sales Coordinators

Senior Executive

Credit Manager

Assistant Manager/Deputy Manager Credit

Senior Executive

Operations Manager

Assistant Manager/Deputy

Manager Ops

Senior Executive

Sr. No. Branch Name & Address Date of Occupancy

Pune Branch Office

Avanse Financial Services Ltd.

201, 2nd Floor, Snehal Apartment, Opp. Punjab National Bank, Prabhat Rd,

Lane No.10, Pune - 411004

New Delhi Branch Office


69/71, 1st Floor, G.S. Sabharwal House, Punchkuian Rd, Opp. Metro Pillar No.

3, New Delhi - 110055

Chennai Branch Office


138/30, 1st Floor, Florida Tower, Nelson Manickam Road, Chennai - 600029

Bangalore Branch Office


No. 1372/C, 32nd Ecross, 3rd Flr, Bcc Layout, 4th T Block, Jayanagar,

Bengaluru - 560041 Landmark: Next to Bharat Petroleum

Hyderabad Branch Office


#6-2-938 & 939, Flat No. 401, 4th Floor, Purni Plaza, Khairatabad, Hyderabad -

500004

4 20th March 2015

3 27th December 2014

1 1st May 2013

17th October 20132

5 13th June 2015


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5.8 Company Credit Rating The company has a rating of CARE AA+ (SO) (Double A plus Structured Obligation) and

Brickwork AA+ (SO) (Double A plus Structured Obligation), taking into account consistent track

record of DHFL spanning three decades across business cycles and expertise in lending to the

niche borrower segment of lower-middle income group while maintaining asset quality. The

rating also factors in DHFL‟s experienced management, comfortable capital adequacy, diversified

resource profile, stable asset quality parameters and stable earning profile. The rating is based on

a letter of comfort issued by DHFL in favour of the investors of Avanse Financial Serviced

Limited.

5.9 Key Operational and Financial Parameters for the last 3 audited years (Rs. Crores)

Parameters Audited Audited Audited

31-Mar-13 31-Mar-14 31-Mar-15

Total Debt - - 182.11

- Non current maturities of long term Borrowings - - 149.38

- short term borrowings - - 24.59

- Current maturities of long term Borrowings - - 8.13

Net Fixed Assets 0.187 0.56 0.65

Non-Current Assets 0.74 46.83 230.34

Cash and Cash equivalents 8.82 7.09 37.40

Current investments 1 - -

Current Assets excluding Cash and Investments 0.17 3.6 11.64

Current liabilities 0.15 1.26 3.69

Assets Under Management 0.84 49.99 239.21

Off balance sheet assets - - -

Interest Income 0.004 1.89 14.94

Interest Expense - - 7.25

Provisioning & write Offs - 0.12 0.47

PAT (0.65) (4.70) (4.96)

Gross NPA (%) Nil Nil Nil

Net Worth 10.77 56.36 92.17

Net NPA (%) Nil Nil NIL

Capital Ratio (%) 516% 108.76% 37.94%

Tier I Capital 516% 108.52% 37.69%

Tier II Capital - 0.24% 0.25%

5.10 Gross Debt: Equity Ratio of the Company (As of September 30, 2015): Before the issue of debt securities 3.60x After the issue of debt securities 4.14x


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Calculations

As on September 30, 2015 debt-to-equity ratio is calculated as follows:-

Debt 334.19 crores

Equity 92.8 crores

Debt/Equity 3.60x

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

Debt 384.19 crores

Equity 92.8 crores

Debt/Equity 4.14x

5.11 Project cost and means of financing, in case of funding new projects:

Not applicable

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

(a) Details of Share Capital as on last quarter end i.e. September 30, 2015 :

Share Capital Rs

Authorized Share Capital

60,000,000 (60,000,000) Equity Shares of Rs.10 each

600,000,000

Issued, Subscribed and Paid-up Share Capital 2,52,07,314 (1,63,46,150)Equity Shares of Rs.10 each

252,073,140

(b) Changes in its capital structure as on last quarter end i.e. September 30, 2015 , for the last

five years:

Same as point c below


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(c) Equity Share Capital History of the Company as on March 31, 2015 , for the last five years:

Date of

Allotment

Name of

Investor/ Shareholder

No of

Equity Shares

Face

Value ( in

Rs )

Issue

Price ( in Rs )

Consideration Nature of

Allotment

No of Equity

Shares

Equity

Share Capital

( Rs in

Crores)

Equity

Share Premium

( Rs in

Crores)

Jul-12 Exisitng capital of the company

5,10,000 0.51

23-01-2013 Dewan Housing Finance Corporation Ltd.

14,26,471 10 34 34 Preferential allotment

19,36,471 1.94 3.42

23-01-2013 Shri KapilWadhawan


21,78,686 2.18 4.00

23-01-2013 Shri DheerajWadhawan


24,20,901 2.42 4.59

23-01-2013 Wadhawan Holdings Pvt. Ltd.


28,13,058 2.81 5.53

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


31,30,244 3.13 6.29

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


34,51,178 3.45 7.06

18-07-2013 Shri KapilWadhawan


39,90,339 3.99 8.62

18-07-2013 Shri DheerajWadhawan


45,29,500 4.53 10.19

18-07-2013 Wadhawan Holdings Pvt. Ltd.


54,02,427 5.4 12.72



61,08,471 6.11 14.76



68,22,858 6.82 16.84


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


1,30,76,920 13.08 34.97

18-07-2013 International Finance Corporation-DP


1,63,46,150 16.35 44.45

30-03-2015 Dewan Housing Finance Corporation Ltd

4269639 10 46 46 Rights Issue 2,06,15,789 20.62 59.82

30-03-2015 Wadhawan Global Capital Private Limited

4473461 10 46 46 Rights Issue 2,50,89,250 25.09 75.93

30-03-2015 Wadhawan Holdings Pvt Ltd

43670 10 46 46 Rights Issue 2,51,32,920 25.13 76.09


24063 10 46 46 Rights Issue 2,51,56,983 25.16 76.17


24063 10 46 46 Rights Issue 2,51,81,046 25.18 76.26

30-03-2015 Shri Kapil Wadhawan

12936 10 46 46 Rights Issue 2,51,93,982 25.19 76.31

30-03-2015 Shri Dheeraj Wadhawan

12936 10 46 46 Rights Issue 2,52,06,918 25.21 76.35

30-03-2015 Mr. Sonpal Jain

132 10 46 46 Rights Issue 2,52,07,050 25.21 76.35

30-03-2015 Mr. Mohit Chaturvedi

132 10 46 46 Rights Issue 2,52,07,182 25.21 76.35

30-03-2015 Mr. Ajay Vazirani

132 10 46 46 Rights Issue 2,52,07,314 25.21 76.35

(d) Details of any Acquisition or Amalgamation in the last 1 (one) year:

There has been no acquisition or amalgamation in the last 1 (one) year.

(e) Details of any Reorganization or Reconstruction in the last 1 (one) year:

There has been no reorganization or reconstruction in the last 1 (one) year.


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(f) Details of the shareholding of the Company as on the latest year end, i.e. March 31, 2015:

Name of the Shareholders

Total No. of

Equity Shares

No. of Shares in

Demat form

Total Shareholding

as % of Total No.

of Equity Shares

Dewan Housing Finance Corporation Ltd 1,21,97,522 1,21,97,522 48.389

Wadhawan Global Capital Private Limited 95.32,954 95,32,954 37.818

International Finance Corporation 32,69,230 32,69,230 12.969

Wadhawan Holdings Pvt Ltd 76,754 76,754 0.304

Wadhawan Consolidated Holdings Pvt. Ltd. 42,293 42,293 0.168

Wadhawan Retail Ventures Pvt. Ltd. 42,293 42,293 0.168

Shri KapilWadhawan 22,736 22,736 0.090

Shri DheerajWadhawan 22,736 22,736 0.090

Mr. Sonpal Jain 232 NIL 0.001

Mr. Mohit Chaturvedi 232 NIL 0.001

Mr. Ajay Vazirani 232 NIL 0.001

Mr. Hemant Bhatia 100 NIL 0.000

Total 2,52,07,314 2,52,06,518 100

(g) Shareholding pattern of the Company as on last quarter end, i.e. September 30, 2015


Total No. of

Equity Shares

No. of Shares in

Demat form

Total Shareholding

as % of Total No.

of Equity Shares












Mr. Hemant Bhatia 100 NIL 0.000

Total 2,52,07,314 2,52,06,518 100

Notes: Details of shares pledged or encumbered by the promoters (if any): NIL


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(h) List of top 10 holders of equity shares of the Company as on the latest quarter end, i.e.

September 30, 2015


Total No. of

Equity Shares

No. of Shares in

Demat form

Total Shareholding

as % of Total No.

of Equity Shares












5.13 Following details regarding the directors of the Company:

(a) Details of current directors of the Company:

This table sets out the details regarding the Company‟s Board of Directors as on date of the Shelf

Disclosure Document:

Name of the

Director Designation Age DIN PAN Address

Director

of the

Company

since

Details of other

Directorship

Shri

KapilWadhawan

Chairman Non

Executive Director

41 00028528 AAOPW6145L

Wadhawan House Plot

No.32/A,

Union Park Road No.05

Bandra (West),

MUMBAI,

400050, Maharashtra,

India

23-07-

2012

Dewan Housing Finance

Corporation Limited

DHFL Vysya Housing

Finance Limited

Aadhar Housing Finance

Limited

DHFL Pramerica Life Insurance Company

Limited

Arthveda Fund Management Private

Limited

DHFL Venture Trustee

Company Private Limited

R K Wadhawan Institute

For Universal Learning

Private Limited


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Rochester Wadhawan

Foundation For Learning

Wadhawan Global Capital

Private Limited (Formerly Known As Wadhawan

Housing Private Limited)

WadhawanTechspacesPvt.

Ltd.

WGC Management Services Pvt. Ltd

Name of the

Director Designation Age DIN PAN Address

Director of

the

Company

since

Details of other

Directorship

Anoop Kumar

Pabby

Non -

Executive

Director

50

01175230

AAEPP4583D

House No.

207, Sector 17, Gurgaon,

122001,

Haryana, India

23-07-

2012

DHFL Pramerica Life

Insurance Company

Limited

Mahendra Kumar

Chouhan

Independent Director

59

00187253

AABPC9245Q

Twin Tower Society, Flat

No. A112,

11th FLoor, Twin Tower

Lane, Off

Veer Savarkar

Marg, Opp.

Sidhivinayak temple,

Prabhadevi,

Mumbai - 400025

23-07-2012

MIMS CONSULTANTS

PRIVATE LIMITED

MAHENDRA AND

ARDNEHAM

CONSULTING PRIVATE LIMITED

NESCO LIMITED

FINO PAYTECH

LIMITED

INDIAMART

INTERMESH LIMITED

AADHAR HOUSING

FINANCE LIMITED

Suresh

Mahalingam

Non -

Executive

Director

53 01781730 ADMPM2363B 8th A,

Godrej

Waldore, Opp. Millat

Nagar,, Nr.

Samrath Ashish,

Andheri

West, MUMBAI,

400053,

Maharashtra, INDIA

19.10.2015

Pratishruti Foundation

Financial Planning

Standards Board India

DHFL Pramerica Life Insurance Company

Limited

*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or

ECGC default list, if any: None


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(b) Details of change in directors since last three years:

Name & Designation DIN

Date of

Appointment/

Resignation

Director of the

Company since (in

case of

resignation)

Remarks

AmrutTilak Shah

Director

00259420 23-07-2012 07-08-1992 Resigned

MorarjiNanjiChheda-

Director

01015661 23-07-2012 07-08-1992 Resigned

PrafulDedhiaKeshavji-

Director

01103424 23-07-2012 07-08-1992 Resigned

Satish Gala- Director 01511534 23-07-2012 07-08-1992 Resigned

KapilWadhawan-

Chairman Non

Executive Director

00028528 23-07-2012

Anoop Kumar Pabby-

Non Executive

Director

01175230 23-07-2012

Mahendrakumar

Chouhan- Independent

Director

00187253 23-07-2012

Suresh Mahalingam

Non Executive

Director

01781730 19-10-2015

5.14 Following details regarding the auditors of the Company:

(a) Details of the auditor of the Company:

(b) Details of change in auditors since last three years: M/s. Gala & Gala, Chartered Accountants, resigned as statutory auditors of the company and T.R.

Chadha & Co, Chartered Accountants were appointed by the members as statutory auditors on

23-08-2012 to fill the casual vacancy caused

5.15 Details of borrowings of the Company, as on latest quarter ended September 30, 2015 :

Name Address Auditor Since

T.R. Chadha & Co, Chartered Accountants

502, Marathon Icon, Veer Santaji

Marg, Off. GanpatraoKadam Marg,

Lower Parel, Mumbai- 400013.

23-08-2012


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(a) Details of Secured Loan Facilities:

Lender’s

Name Type of

Facility

Amt.

Sanctione (Rs. Cr.)

Principal

Amt.

Outstandi

ng (Rs.

Cr.)

Repayment

Date / Schedule Security

Axis Bank Term Loan 25 20

Repayment

Schedule in 20

Equal Quarterly

Instalments starting

immediately after 3

months from the

date of first

disbursement

Receivables

Axis Bank CC Limit 10 - On demand Receivables

Bank of

India Term Loan 25 25

Term Loan is

repayable in 20

Equal quarterly

installments of Rs.

1.25 Crs. Each

commencing after

moratorium period

of 2 years from the

date of first

dibursement i.e. at

the end of 27th

month from the first

dibursement . Door

to door tenor is 84

months . Interest to

be served as and

when applied on

monthly basis

Receivables

Bank of

Maharashtr

a Term Loan 25 25

Entire Loan to be

repaid in 20

Quarterly

installments after

moratorium of 2

years. Quarterly

installments of Rs.

1.25 Crs. Interets

to be paid as and

when due

Receivables

Indusind

Bank Term Loan 25 25

Repayment in 16

Quarterly

installment

commencing

after 12 months

Receivables


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from first

disbursement

State Bank

of India Term Loan 50 50

Term Loan is

repayable in 20

quarterly

instalments of

Rs. 2.5 Crores

which will start

by end of 1st

quarter after

moratorium

Receivables

South

Indian


Term Loan is

repayable in 20

quarterly

instalments of Rs.

50,00,000 (Fifty

Lacs only) each

commencing after

initial holiday

period of two years

from the date of

final disbursement.

Door to Door tenor

of 90 months

Receivables

Union Bank

of India Term Loan 25 25 Receivables

Vijaya


Principal to be

repaid in 20

equal

installments

commencing

after moratorium

of 2 years

reckoned from

the date of first

disbursement.

(Door to Door

tenor of 7 years).

The interest to be

paid as and when

debited

Receivables

Yes Bank

Limited Term Loan 15 15

Principal - 20

quarterly

installments

starting from end

of 1st quarter

after moratorium

period of 2 years.

Interest -

monthly

Receivables


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(b) Details of Unsecured Loan Facilities as of September 30, 2015:

Commercial Paper of Rs. 50 Crores

(c) Details of Secured Non-Convertible Debentures as of September 30, 2015 :

List of Subscribers of Secured Non – Convertible Debentures as on September 30, 2015

(d) List of Top 10 Debenture Holders (as on September 30, 2015):

(e) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued. (if any) The Company has not issued any corporate guarantee for any third party as at September 30,

2015.

Sr.No. Name of Debenture Holders

Amount

Rs.Lacs

1 Neyveli Lignite Corporation Employees Provident Fund Trust 2,250

2 Hvpnl Employees Pension Fund Trust 1,090

3 Mtnl - Gratuity Trust 500

4 Neyveli Lignite Corporation Employees Provident Fund Trust 340

5 Pension And Provident Fund Of Century Textiles And Industries Ltd 260

6 Engineers India Limited Employees Provident Fund 200

7 Power Finance Corporation Ltd Employees Provident Fund 110

8 Punjab State Warehousing Corporation Employeeprovident Fund 80

9 The Municipal Co-Op Bank Empl Prov Fund 60

10 Godrej Industries Employees' Provident Fund 50

Total 4,940


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(f) Details of Commercial Paper issued as at September 30, 2015:

Lender Name Amount

Sanctioned Amount

outstanding Repaymen

t Schedule Maturity

Date

Religare Invesco

Mutual Fund 250,000,000 250,000,000 At maturity 30-10-2015

UTI Mutual Fund 250,000,000 250,000,000 At maturity 09-11-2015

(g) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible

Debentures / Preference Shares) as on September 30, 2015: NIL.

(h) Details of all default/s and/or delay in payments of interest and principal of any kind of term

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

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

(j) Profits of the issuer, before and after making provision for tax, for the three financial years

immediately preceding the date of circulation of Shelf Disclosure Document

Refer financial statements

(k) Dividends declared by the Issuer in respect of three financial years


(l) Interest coverage ratio for last three years (cash profit after tax plus interest paid/interest

paid)


(m) A summary of financial position of the issuer as in the three audited balance sheets

immediately preceding the date of circulation of the Shelf Disclosure Document



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(n) Audited cash flow statement for the three years immediately preceding the date of circulation of Shelf Disclosure Document


(o) Any change in accounting policies during the last three years and their effect on profits and

the reserves of the issuer


5.16 Details of Promoters of the Company:

Details of Promoter Holding in the Company as on latest quarter end, i.e. September 30, 2015:

Sr. No. Name of the

Shareholders

Total No. of

Equity

Shares

No of shares

in Demat

Form

Total

Sharehol

ding as %

of total

No of

Equity

Shares

No of

Shares

Pledged

% of

Shares

pledged

with

respect to

shares

owned

1 Dewan

Housing

Finance

Corporation

Ltd

1,21,97,522

1,21,97,522 48.389

NIL NIL

2 Wadhawan

Global Capital

Private

Limited

95,32,954

95,32,954 37.818

NIL

NIL

3 Wadhawan

Holdings Pvt

Ltd

76,754

76,754 0.304

NIL

NIL

4 Wadhawan

Consolidated

Holdings Pvt.

Ltd.

42,293

42,293 0.168

NIL

NIL

5 Wadhawan

Retail

Ventures Pvt.

Ltd.

42,293

42,293 0.168

NIL

NIL

6 Shri

KapilWadhaw

an

22,736

22,736

0.090

NIL

NIL

7 Shri

DheerajWadha

wan

22,736

22,736

0.090

NIL

NIL

Total 2,19,37,288 2,19,37,288

87.027

NIL NIL


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(* approximate values in %) 5.17 Abridged version of the Audited Consolidated and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any

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

Profit and Loss Statement (INR Crores) 31.03.2013 31.03.2014 31.03.2015

Audited Audited Audited

Interest Income 0.004 1.89 14.94

Less: Interest Expenses - - 7.25

Net Interest Income 0.004 1.89 7.69

Other Income 0.48 4.07 4.84

Total Income 0.48 5.96 12.53

Operating Expenses 1.13 10.43 16.72

Provisions & Write Offs - 0.12 0.47

Operating Profit/(Loss) (0.64) (4.59) (4.66)

Depreciation 0.01 0.12 0.29

Profit Before Tax (0.65) (4.71) (4.95)

Provisions for tax - - -

Profit After Tax (0.65) (4.71) (4.95)

Balance Sheet (INR Crores) 31.03.2013 31.03.2014 31.03.2015

Equity capital 3.45 16.35 25.21

Reserve & Surplus 7.32 40.02 66.96

TNW ( A) 10.77 56.37 92.17

Total Debt - - 182.10

Current Liabilities+ Provisions 0.15 1.71 5.76

Total Outside Liabilities ( B ) 0.15 1.71 187.86

Total Liabilities ( A + B ) 10.92 58.08 280.03

Fixed assets (Net) 0.17 0.48 0.51

Investments - - -

Gross Advances 0.84 49.90 239.21

Less : Loan Loss Reserve - - -

Net Loan Outstanding 0.84 49.90 239.21

Cash / Liquid Investments 9.82 7.09 37.40

Non Current assets 0.01 0.27 1.60

Other current assets 0.07 0.26 1.16

Deferred Tax Assets - - -

Intangible Assets 0.01 0.08 0.15

Other Long Term Assets - - -

Total Assets 10.92 58.08 280.03


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5.18 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of Issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

The Issuer hereby declares that there has been no material event, development or change at the

time of issue from the position as on the date of the last audited financial statements of the Issuer,

which may affect the Issue or the Investor‟s decision to invest/ continue to invest in the debt

securities of the Issuer.

5.19 Names of the Debentures Trustees and Consents thereof The Debenture Trustee of the proposed Debentures is GDA Trusteeship Limited. GDA

Trusteeship Limited has given its written consent for its appointment as debenture trustee to the

Issue and inclusion of its name in the form and context in which it appears in this Shelf

Disclosure Document and in all the subsequent periodical communications sent to the Debenture

Holders. The consent letter from Debenture Trustee is provided in Annexure III of this Shelf

Disclosure Document.

5.20 Rating and Rating Rationale

The Rating Agency has assigned ratings of “[CARE] AA+ (SO) (Double A Plus Structured

Obligation)”and “[BRW] AA+ (SO) (Double A Plus Structured Obligation)”.Instruments with

this rating are considered to have high degree of safety regarding timely servicing of financial

obligations. Such instruments carry very low credit risk.

5.21 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

Letter of Comfort from Dewan Housing Finance Corporation Ltd

5.22 Names of all the recognized stock exchanges where the debt securities are proposed to be listed:

The Debentures are proposed to be listed on the WDM segment of the BSE. The Issuer shall

comply with the requirements of the listing agreement for debt securities to the extent applicable

to it on a continuous basis. The in-principle approval of the BSE has been obtained in this regard.

5.23 Disclosures with regard to interest of directors, litigation etc:

a) Any financial or other material interest of the Directors, Promoters or Key Managerial

Personnel in the Issue and the effect of such interest in so far as it is different from the

interests of other persons

None


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

of the Government or a statutory authority against the Promoter of the Issuer during the

last three years immediately preceding the year of the circulation of the Shelf Disclosure

Document and any direction issued by such Ministry or Department or statutory authority

upon conclusion of such litigation or legal action

None

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


d) Related party transactions entered during the last three financial years immediately

preceding the year of the circulation of the Shelf Disclosure Document including with

regard to loans made or, guarantees given or securities provided


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

five financial years immediately preceding the year of the circulation of the Shelf

Disclosure Document and of their impact on the financial statements and financial

position of the Issuer and the corrective steps taken and proposed to be taken by the

Issuer for each of the said reservations or qualifications or adverse remark

None

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

Companies Act 2013 or any previous company law in the last three years immediately

preceding the year of circulation of the Shelf Disclosure Document in the case of the

Issuer and all of its subsidiaries. Further, if there were any prosecutions filed (whether

pending or not) fines imposed, compounding of offences in the last three years

immediately preceding the year of the Shelf Disclosure Document and if so, section-wise

details thereof for the Issuer and all of its subsidiaries

None

g) Details of acts of material frauds committed against the Issuer in the last three years if

any, and if so, the action taken by the Issuer

None

5.24 Other details:

(a) Issue / instrument specific regulations:

The Issue of Debentures shall be in conformity with the applicable provisions of the Companies

Act including the notified rules there under and the SEBI Debt Listing Regulations and RBI

circular governing private placements of Debentures by NBFC


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(b) Application process: The application process for the Issue is as provided in Section 8 of this Shelf Disclosure

Document.

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

The following contracts, not being contracts entered into in the ordinary course of business carried on by

the Company or entered into more than 2 (Two) years before the date of this Shelf Disclosure Document,

which are or may be deemed material, have been entered into by the Company.

The contracts and documents referred to hereunder are material to the Issue, may be inspected at the

registered office of the Company between 10.00 am to 4.00 pm on working days.

Nature of Contract & Date

Name of the other Party Particulars Amount

Subscription , Shareholders and Put Option Agreements dated June 28, 2013

International Finance Corporation, Dewan Housing Finance Corporation Limited, Wadhawan Holdings Private Limited, Wadhawan Retail Ventures Private Limited, Wadhawan Consolidated Holdings Private Limited, Mr. Kapil Wadhawan and Mr. Dheeraj Wadhawan

IFC would Subscribe to 3269230 shares @ Rs 39 per share subject to the fulfillment of the conditions mentioned in the Agreements.

Rs 12,74,99,970/-

Syndication Arrangement dated September 24, 2014

Dewan Housing Finance Corporation Limited

Syndication Arrangement under which Avanse Shall Act as Lead Arranger. Disbursements shall be shared in mutually agreed ratio and Avanse shall retain the entire loan processing fees.

Upto Rs 50 Crores

Common Loan Agreement dated March 24, 2015

Axis Bank Limited, Bank of India, Bank of Maharashtra, IndusInd Bank Limited, The South Indian Bank Limited, Union Bank of India, Vijaya Bank, Yes Bank Limited and GDA Trusteeship Limited,

A consortium arrangement for lending to the Company and creation of paripassu charge in favour of Security trustee as per the terms and conditions of the sanction letter of the respective Banks and Finance Documents

Rs 200 crores

5.26 Details of Debt Securities Sought to be Issued

Under the purview of the current document, the Issuer intends to raise an amount of Rs. 500,000,000/-

(Rupees Fifty Crores only) by issue of Secured Rated Listed Redeemable Non-Convertible Debentures,

on a private placement basis.

For further details of the Debentures, please refer to the terms and conditions of the debentures set out in

Section 5.29 of this Shelf Disclosure Document.


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5.27 Issue Size

The aggregate issue size for the Debentures is. Rs. 500,000,000/- (Rupees Fifty Crores Only).

5.28 Utilization of the Issue Proceeds

The proceeds shall be used for loan portfolio growth of the company subject to such restrictions as the

parties may have agreed upon and shall be utilised for the purposes mentioned below.

The Issuer undertakes that the proceeds of this Issue shall be utilized for the deployment of funds on its

own balance sheet and not to facilitate resource requests of its group entities/parent Company/associates.

The Debentures will not be utilized for investing in real estate or equity

5.29 Issue Details

Security Name As per pricing supplement

Issuer Avanse Financial Services Limited

Type of Instrument Non-Convertible Debentures

Nature of Instrument Secured Rated Listed Redeemable Non-Convertible Debentures

Mode of Issue Private placement

Eligible/Identified

Investors

As provided in Clause 7.14 below

Listing Debentures are to be listed on the WDM of Bombay Stock Exchange/ within a

maximum period of 15 (Fifteen) calendar days from the Deemed Date of

Allotment.

In case of delay in listing of the debt securities beyond 30 (Thirty) calendar

days from the Deemed Date of Allotment, the Issuer will pay penal interest of

at least 1 % p.a. over the Coupon Rate from the expiry of 30 (Thirty) calendar

days from the Deemed Date of Allotment till the listing of such Debentures

Rating of Instrument “CARE AA+ (SO) (Double A plus Structured Obligation)”

BRW AA+ (SO) (Double A plus Structured Obligation)”

Issue Size As per pricing supplement

Option to retain

oversubscription

As per pricing supplement

Objects of the Issue As per pricing supplement

Details of the

utilization of the

Proceeds

Proceeds of the Debentures shall be applied towards the normal business

activity of the Issuer.

Coupon Rate As per pricing supplement

Coupon Payment

Frequency


Coupon Payment

Dates


Coupon Type As per pricing supplement


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Day Count Basis As per pricing supplement

Interest on Application

Money


Default Interest Rate In the event of a delay in interest payment beyond 15 days or default of the

amounts due under this Issue or any other Event of Default (whether by

acceleration, at maturity or otherwise), the Issuer shall pay an additional

interest rate of 2% (Two Percent) per annum over and above the applicable

Coupon Rate on the outstanding principal amount of the Debentures,

calculated from the date of the occurrence of the default until such default is

cured or the Debentures are redeemed pursuant to such default, as applicable.

Prepayment Penalty The Issuer shall not prepay the Debentures or any part thereof.

Delay Penalty In the case of a delay in the executions of Mortgage Deed and Debenture trust-

cum- hypothecation deed beyond 3 months from the deemed date of allotment

the Issuer shall refund the subscription with the agreed rate of interest or shall

pay penal interest of 2% (2 Percent) per annum over the and above the

applicable Coupon Rate until such time the conditions have been complied

with at the option of the Investor.

Tenor As per pricing supplement

Redemption Date As per pricing supplement

Redemption Amount As per pricing supplement

Issue Price As per pricing supplement

Face Value As per pricing supplement

Minimum Application

size and in multiples

thereafter


Issue Timing As per pricing supplement

Issuance mode of the

Instrument

Demat only

Trading mode of the

Instrument

Demat only

Settlement mode of the

Instrument

RTGS

Depositories NSDL/ CDSL

Business Days Means a day (other than a Sunday or a Bank holiday) on which banks are open

for general business in Mumbai

Business Day

Convention

If any coupon payment date falls on a day that is not a working day, the

payment shall be made on the immediately succeeding working day. If the

redemption date/exercise date/ maturity date (also being the last coupon

payment date) of the Debentures falls on a day that is not a working day, the

redemption proceeds shall be paid on the immediately preceding working day.

Record Date The date which will be used for determining the Debenture Holders who shall

be entitled to receive the amounts due on any Due Date, which shall be the date

falling 15 (fifteen) calendar days prior to any Due Date.

Security The Issue shall be secured by a charge created by the Issuer in favour of the

Debenture Trustee (for the benefit of the Debenture Holders) being a Pari-

passu first charge by way of Registered Mortgage created on Immovable

property and Pari-passu charge by way of hypothecation of receivables,


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comprising of the assets receivables of the company as per Debenture trust-

cum- hypothecation deed executed by the company,

Transaction

Documents

Shall be as set out in Clause 7 0 below

Events of Default As mentioned in Clause 7.7 below

Role and

Responsibilities of

Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of the

Debenture Holders

Key Covenant The default and delay interest rate will be applicable from the period after the

due date on which such changes are notified by either trustee or the investor

Covenants As mentioned in Clause 7.4, 7.5 & 7.6 below

Representation and

warranties

As mentioned in Clause 6.2 below

Illustration of Bond

Cash flows


Governing Law The Debentures and documentation will be governed by and construed in

accordance with the laws of India and the parties submit to the exclusive

jurisdiction of the courts in Mumbai


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SECTION 6: TRANSACTION DOCUMENTS AND KEY TERMS

6.1 Transaction Documents

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

(a) Debenture Trustee Agreement, which will confirm the appointment of GDA Trusteeship Ltd. as

the Debenture Trustee (“Debenture Trustee Agreement”);

(b) Debenture trust-cum- hypothecation deed, and a Mortgage Deed, which will set out

i. the terms upon which the Debentures are being issued and shall include the representations

and warranties and the covenants to be provided by the Issuer;

ii. the terms upon which the Issuer will create a Pari-passu charge by way of hypothecation

over Hypothecated Assets in favour of the Debenture Trustee to secure its obligations in

respect of the Debentures

iii. Such other documents as agreed between the Issuer and the Debenture Trustee.

The Debenture trustee agreement has been executed as on July 27, 2015. Debenture trust-cum-

hypothecation deed and a Mortgage Deed shall be executed within three months from the date of closer of

issue

6.2 REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer (and where applicable its affiliates) hereby makes the following representations and warranties and

the same shall be detailed in the Transaction Documents.

(a) Authority and Capacity

i. The Company has been duly incorporated, organized and is validly existing under

Applicable Laws.

ii. The Company has the corporate power, authority and all material permits,

approvals, authorizations, licenses, registrations, and consents including

registrations, to own and operate its assets and to carry on its business in

substantially the same manner as it is currently conducted.

iii. The Company has not taken any action nor has any order been passed for its

winding-up, dissolution or re-organisation or for the enforcement of any security

over its assets or for the appointment of a liquidator, supervisor, receiver,

administrator, administrative receiver, compulsory manager, trustee or other similar

officer for it or in respect of its assets.

iv. The Company is in compliance with the Applicable Laws for the performance of its

obligations with respect to this Issue

v. The Company represents that all consents, and actions of, filings with and notices

to any governmental or regulatory authority as may be required to be obtained by

the Issuer in connection with the Issue, and to make the Transaction Documents


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admissible as evidence in its jurisdiction of incorporation, has been obtained and is

in full force and effect

(b) Corporate Matters

i. All the legal and procedural requirements specified in the constitutional documents have

been duly complied with in all respects in relation to the Issue.

ii. The registers, documents and minute books (including the minutes of board and

shareholders meeting) required to be maintained by the Company under Applicable Laws:

A. are up-to-date and have been maintained in accordance with Applicable Laws;

B. comprise complete and accurate records of all information required to be recorded

in such books and records; and

C. no notice or allegation that any of them are incorrect and/ or should be rectified has

been received.

(c) Non-conflict with other obligations

The Issue (or any of the obligations undertaken by the Company in relation thereto) does not and

will not conflict with any law or regulation to which the Company is subject, including but not

limited to any laws and regulations regarding anti-money laundering/ terrorism financing and

similar financial sanctions as well as any agreement or instrument binding upon it or any of its

assets, including but not limited to any terms and conditions of the existing Financial

Indebtedness of the Company.

(d) Stamp duties and Registration

The issuer has paid applicable stamp duties, registration, filings, recordings or notarizations

before or with public office required to be carried out in India in relation to the execution and

delivery of the Transaction Documents by the Company such as (a) stamping of the Transaction

Documents (on or before their execution in Chennai, Tamil Nadu) in accordance the provisions

of Applicable Law, and (b) stamping of the Debenture certificate in accordance with the relevant

sections, schedules and articles of the Indian Stamp Act, 1899.

(e) Utilization of Proceeds

No part of the proceeds from the Issue will be used, directly or indirectly for any payments to any

governmental office or employee, political party, official or a political party, candidate for

political office, or anyone else acting in an official capacity, in order to obtain, retain, or direct

business or obtain any improper advantage, in violation of the relevant acts in India, as amended,

assuming in all cases that such Act applies to the Company.

(f) Accounts and Records

The books of accounts of the Company have been fairly and properly maintained, the accounts

of the Company have been prepared in accordance with law and in accordance with applicable

generally accepted accounting principles, so as to give a true and fair view of the business


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(including the assets, liabilities and state of affairs) of the Company and its Branches. There has

been no event since the preparation of the aforementioned audited financial statements that will

have a Material Adverse Effect on the Company's business or its financial condition.

(g) Taxation Matters

i. The Company has complied with all the requirements as specified under the

respective tax laws as applicable to it in relation to returns, computations, notices

and information which are or are required to be made or given by the Company to

any tax authority for taxation and for any other tax or duty purposes, have been

made and are correct.

ii. The Company has not received any written notice of any tax disputes or other

liabilities of taxes in respect of which a claim has been made or notice has been

issued against the Company.

(h) Legal / Litigation Matters

i. There are no claims, investigations or proceedings before any court, tribunal or

governmental authority in progress or pending against or reasonably anticipated

relating to the Company, other than in the normal course of business, which would

have a Material Adverse Effect on the Debentures (or the holders thereof) or on the

ability of the Company to make the scheduled payments in relation to the

Debentures.

ii. There are no unfulfilled or unsatisfied judgments or court orders of which the

Company has notice and which is outstanding against the Company, other than in

the normal course of business, which would have a Material Adverse Effect on the

Debentures (or the holders thereof) or on the ability of the Company to make the

scheduled payments in relation to the Debentures.

iii. The Company has not taken any action nor has any order been passed for its

winding-up, dissolution or re-organisation or for the enforcement of any security

over its assets or for the appointment of a liquidator, supervisor, receiver,

administrator, administrative receiver, compulsory manager, trustee or other similar

officer for it or in respect of its assets

(i) Assets

The Company is well possessed of and has good and marketable title to all its assets

(j) Event of Default

The Company hereby represents that there is no Event of Default that has currently occurred or is

continuing as on the date hereof.

(k) Material Adverse Effect

The Company hereby represents that there is no Material Adverse Effect existing and that there

are no circumstances existing which could give rise, with the passage of time or otherwise, to a


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Material Adverse Effect on the Debentures (or the holders thereof) or on the ability of the

Company to make the scheduled payments in relation to the Debentures.

(l) No Immunity

Neither the Company nor any of its assets are entitled to immunity from suit, execution,

attachment or other legal process in its jurisdiction of incorporation. This Issue (and the

documents to be executed in relation thereto) constitutes, and the exercise of its rights and

performance of and compliance with its obligations in relation thereto, will constitute, private and

commercial acts done and performed for private and commercial purposes.

(m) Information

All information provided by the Company is true and accurate in all respects as at the date it was

provided or as at the date at which it was stated and is not misleading whether by reason of

omission to state a material fact or otherwise.

(n) Pari Passu Ranking

The Company‟s payment obligations under this Transaction Document rank pari passu with the

claims of all its other secured creditors, except for obligations mandatorily preferred by law

applying to companies generally.

(o) Security

Save and except the charge created to secure the Debentures (and any other charge disclosed to

the Debenture Trustee), the Secured Immovable Property & receivables hereinbefore expressed to

be granted, conveyed, assigned, transferred and assured unto the Debenture Trustee is the sole

and absolute property of the Company and is free from any other mortgage, charge or

encumbrance and is not subject to any attachment, or other order or process issued by any

Government and that the Company has a clear and marketable title to the Secured Property.

(p) Repetition

The representations are deemed to be made by the Company (by reference to the facts and

circumstances then existing) on each Coupon Payment Date.

(q) Prima Facie Evidence

The determination by the Debenture Trustee, from time to time, of the conditions set in this

Transaction Document shall be final and conclusive and shall be binding upon the Company

(r) The Company confirms that all necessary disclosures have been made in the Shelf

Disclosure Document including but not limited to statutory and other regulatory disclosures.


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6.3 AFFIRMATIVE COVENANTS:-

The Issuer shall -

(a) Validity of Transaction Documents

Ensure that the Transaction Documents shall be validly executed and delivered and will continue

in full force and effect and will constitute valid, enforceable and binding obligations of the

Company.

(b) Further documents and acts

Shall execute all such deeds, documents and assurances and do all such acts and things the

Debenture Trustee may reasonably require for exercising the rights under these Deeds and the

Debentures and for perfecting these Deeds in favor of the Debenture Trustee for the benefit of

the Debenture Holder(s).

(c) Memorandum and Articles of Association

Carry out such material alterations to its Memorandum and Articles of Association as may be

deemed necessary in the opinion of the Debenture Trustees (acting on the instructions of the

Debenture Holder(s) to safeguard the interests of the Debenture Holder(s).The Company shall not

make any material amendments to the main object clause of its Constitutional Documents in a

manner which would prejudicially affect the interests of the Debenture Holder(s), without the

prior written consent of the Debenture Trustee.

(d) Preserve Corporate Status

Diligently preserve its corporate existence and status and its license to conduct business as an

non-banking financial company and any other rights, licenses and franchises necessary for its

business, under the Debentures and the Transaction Documents and continue to be a validly

existing organization in good standing and at all times act and proceed in relation to its affairs and

business in compliance with Applicable Laws.

(e) Listing

The Company shall take all steps necessary to get the Debentures listed within 15 (Fifteen) days

from the Deemed Date of Allotment. In the event of the Company‟s failure to do so, to the extent

that any Debenture Holder(s) are Foreign Institutional Investors or sub-accounts of Foreign

Institutional Investors, or Qualified Foreign Investors, the Company shall immediately redeem

any and all Debentures which are held by such Foreign Institutional Investor(s) or such sub-

account(s) of Foreign Institutional Investor(s) or Qualified Foreign Investors along with incurred

costs for this transaction by Debenture Holder(s).

(f) Furnish Information

Give to the Debenture Trustee or their nominee(s) (and to the Debenture Holder(s), if so

requested):

1. Submit to the Debenture Holder (in a format which shall be provided by the

Debenture Holder from time to time) such other information relevant to the


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Debenture issuance that the Debenture Holder may reasonably request on a

monthly, quarterly and annual basis or pursuant to an annual diligence by the

Debenture Holder, subject to such information being available with the Company.

2. Such information as they shall require as to all matters relating to the business,

property and affairs of the Company that materially impacts the interests of the

Debenture Holder(s).

3. Forward promptly, whether a request for the same has been made or not:

i. a copy of the statutory auditors‟ and directors‟ annual report, balance sheet

and profit and loss account and of all periodical and special reports at the

same time as they are issued;

ii. a copy of all the notices, call letters, circulars, proceedings, etc. of the

meetings of debt security holders at the same time as they are sent to the

holders of debt securities or advertised in the media;

4 Permit the Debenture Trustee and the Debenture Holder(s) to examine the relevant

books and records of the Company upon reasonable prior notice and at such

reasonable times and intervals as the Debenture Trustee/ Debenture Holder(s) may

reasonably request.

5. The Company agrees to send to the Debenture Holder(s) and also to the BSE for

dissemination a half-yearly communication, countersigned by the Debenture Trustee

containing the following information:

i. Credit rating of the Issue;

ii. asset cover available accompanied by a half yearly certificate regarding

maintenance of 110% security cover in respect of the NCDs, by either a

practicing company secretary or a practicing chartered accountant, within

one month from the end of the half year;

iii. Debt- equity ratio of the Company accompanied by a certificate of a

practicing chartered accountant confirming the said debt-equity ratio;

iv. Previous due date for the payment of interest/principal and whether the same

has been paid or not; and

Next due date of payment of interest/principle of next 6 month

v. Details of Investor Grievance

(g) Grievance Redressal

Promptly and expeditiously attend to and redress the grievances, if any, of the Debenture

Holder(s). The Company further undertakes that it shall promptly comply with the suggestions

and directions that may be given in this regard, from time to time, by the Debenture Trustee and

shall advise the Debenture Trustee periodically of the compliance.

(h) Corporate Governance


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Confirm to all mandatory recommendations on corporate governance contained in the listing

agreement entered into with the BSE, for the Debentures and under the Act.

(i) Due Payment of Public and Other Demands

Confirm that the Company is not, and will continue not to be, in arrears of any undisputed public

demands such as income-tax, corporation tax and all other taxes and revenues or any other

statutory dues payable to Central or State governments or any local or other authority.

(j) Comply with Provisions of Section 125 of the Companies Act, 2013

Comply with the provisions of Section125 of the Act relating to transfer of unclaimed and

Redemption of Debentures to Investor Education and Protection Fund, if applicable to it.

(k) Financial Terms and Conditions

At all times during the term of these presents, comply with each of the Financial Terms and

Conditions.

(l) Authorisations

Obtain, comply with the terms of and do all that is necessary to maintain in full force and effect

all Authorisations necessary to enable it lawfully to enter into and perform its obligations under

the Debentures and the Transaction Documents or to ensure the legality, validity, enforceability

or admissibility of evidence in India of the Debentures and Transaction Documents. The

Company shall promptly supply certified copies to the Debenture Trustee of any Authorisation

required under Applicable Laws or regulation of its jurisdiction of incorporation to enable it to

perform its obligations under this Deed and to ensure the legality, validity, enforceability or

admissibility in evidence in its jurisdiction of incorporation of this Deed.

(m) Performance

Perform all of its obligations under the Transaction Documents and maintain in full force and

effect each of the Transaction Documents.

(n) Financial Obligations

Promptly pay and discharge all of its financial obligations and regularly make payments due and

payable by the Issuer unless legally contested, including but not limited to taxes and also such

payments due and payable under or in respect of the Debentures and any documents executed in

connection therewith.

All payments by the Issuer to the Debenture Holder(s) under or in respect of the Debentures shall

be made net of all taxes or other deductions and if any withholding is required then all relevant

payments will be grossed up by the Issuer accordingly.

The Issuer shall indemnify the Debenture Holder(s) against all liabilities, costs and expenses

which may result from any delay or default in paying such duties, taxes or fees


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(o) Creation of Security

(i) Without the prior written consent of the Debenture Trustee, the Company shall not

create or permit to subsist any mortgage, charge, security, pledge, hypothecation,

lien or encumbrance over any of its assets ranking in priority to or create any

mortgage, charge, pledge, hypothecation or lien or encumbrance subsequent to, the

security given or to be given to the Debenture holders for the current Issue; and

(ii) Without limiting the foregoing, should any security be created or subsisted for the

benefit of creditors whose claims have a ranking which is not higher than the

ranking of the claims of the Debenture Holder(s) under this Deed the Company

shall inform the Debenture Trustee within 15 working days and shall provide the

Debenture Holder(s) on first demand with equal security.

(p) Financial Statements

(i) Submit to the Debenture Trustee (and to the Debenture Holder(s), its duly audited

annual accounts, within 120 (One Hundred twenty) days from the close of its

accounting year.

(ii) Submit to the Debenture Trustee, its provisional quarterly financials, which shall

include: (A) a balance sheet; and (B) a profit and loss account, within 45 (Forty

Five ) days from the close of each of its accounting quarters.

(q) Compliance with Laws

The Company shall comply in all respects with all laws to which it may be subject if

failure so to comply would, or could reasonably be expected to have, a Material

Adverse Effect.

6.4 FINANCIAL COVENANTS AND ADDITIONAL COVENANTS:-

(i) The Issuer shall at all times until the redemption of all outstanding Debentures, maintain

the Capital Adequacy Ratio or Capital to Risk-weighted Assets Ratio which shall not fall

below the extant statutory requirement;

6.5 REPORTING COVENANTS

a. The Issuer shall provide/cause to be provided information in respect of the following,

to the Debenture trustee in a format which shall be provided by the Debenture

Trustee from time to time;

(i) Within 45 (Forty Five) days after the close of the Issuer‟s quarters, updated reports

as to any changes with respect to all of the Issuer‟s beneficial owners,;

(ii) Promptly upon receipt by the Issuer, a copy of any notice, correspondence, or other

written materials from any governmental agency or authority, revoking or


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indicating an intention to revoke the Issuer‟s organization, licenses or franchises or

otherwise adversely affecting the Issuer‟s ability to operate a lending program;

(iii) Promptly upon the request of the Debenture Holder(s) supply, or procure the

supply of, such documentation and other evidence as is reasonably requested by the

Debenture Holder(s) in order for the Debenture Holder(s) to carry out and be

satisfied it has complied with all necessary "know your customer" or other similar

checks under Applicable Laws pursuant to the transactions contemplated in this

Issue;

(iv) Such other information in respect of the operations, activities and financial

condition of the Issuer as the Debenture Holder(s) may from time to time

reasonably request, including without limitation, promptly after receipt by the

Issuer, the results of any periodic review conducted by or on behalf of the Issuer;

and

(v) Inform the Debenture Holder(s) prior to creating any new Subsidiaries.

b. The Issuer shall provide / cause to be provided information to the Debenture Trustee

(and to the Debenture Holder(s), if so requested) in respect of the following promptly

and no later than 10 (Ten) business days from the occurrence of such event (unless

otherwise specifically provided):

(i) Notice in writing of any application for winding up having been made or receipt of

any statutory notice of winding up under the provisions of the Companies Act,

1956/2013 or any other notice under any other law or otherwise of any suit or legal

process intended to be filed and all orders, directions notices of the court or tribunal

affecting or likely to affect the charged assets and the title to the property of the

Issuer;

(ii) The details of any material litigation, arbitration or administrative proceedings

which are current, threatened or pending against the Issuer, and which might, if

adversely determined, have a Material Adverse Effect;

(iii) Notice in writing if it becomes aware of any fact, matter or circumstance which

would cause any of the representations and warranties under any of the Transaction

Documents to become untrue or inaccurate or misleading in any material respect;

(iv) Notice in writing of any event which constitutes an Event of Default, specifying the

nature of such event and any steps the Issuer is taking and proposes to take to remedy

the same;

(v) Notice in writing of any of any proposed material change in the nature or scope or the

business or operations of the Issuer or the entering into any agreement or

arrangement by any person other than in the normal course of business that may

materially affect the assets and liabilities of the Issuer, at least 3 (Three) Business

Days prior to the date on which such action is proposed to be given effect;


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(vi) Such further information regarding the financial condition, business and operations of

the Issuer as the Debenture Trustee may reasonably request in relation to the

payments due to be made on the Debentures;

(vii) The details on utilisation of funds raised through the issue of Debentures duly

certified by a chartered accountant , to the Debenture Trustee within 90 (Ninety)

Business Days from the Deemed Date of Allotment;

(viii) Inform the Debenture Trustee of any major change in the composition of its

Board of Directors, which may amount to change in control, where control shall bear

the meaning given to it in the Companies Act, 2013;

(ix) Inform the Debenture Trustee of any material changes in the Constitutional

Documents;

(x) Inform the Debenture Trustee of any change in the Issuer‟s ownership structure,

which may amount to change in control, where control shall bear the meaning given

to it in the Companies Act, 2013;

(xi) Inform the Debenture Trustee of any material change in the Issuer‟s senior

management;

(xii) such further information regarding the financial condition, business and

operations of the Issuer as the Debenture Trustee may reasonably request.

6.6 FURTHER ASSURANCES

a. The Issuer shall perform all of their respective obligations under the terms of the

applicable Transaction Documents and maintain in full force and effect each of

the Transaction Documents to which they are a party.

b. The Issuer shall promptly obtain all consents, as maybe necessary for performing

its obligations in relation to this Issue.

c. The Issuer shall ensure that any transactions entered into with any Controlled

Entity shall be on terms and conditions that are substantially as favourable to the

Issuer as it would obtain in a comparable arm‟s-length transaction with a person

that is not a Controlled Entity.

d. The Issuer shall give to the Debenture Trustee any information, relating to the

business, property and affairs of the Issuer, that materially impacts the interests

of the Debenture Holder(s).

e. The Issuer shall at all times act and proceed in relation to its affairs and

business in compliance with Applicable Laws. The Issuer shall not permit any of

the Debenture proceeds to be used to fund any form of violent political activity,

terrorists or terrorist organizations, nor any money laundering process or scheme

to disguise illegally obtained funds, nor any other criminal activity including

arms sales, drug trafficking, robbery, fraud or racketeering


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6.7 EVENTS OF DEFAULT Each of the following shall constitute an Event of Default with respect to the Debentures and shall be set

out in the Transaction Documents.

(i) If the Issuer defaults in making repayment of the coupon and/or the Redemption

Amounts on the respective due date(s) and such failure to pay has continued for 7

((Seven) business days;

(ii) Except for the events contained in (i) above, the Issuer defaults in the performance of any

other covenants, obligation, or warranty on the part of the Issuer under these presents and

such default is not remedied within 30 (Thirty) Business Days of the Debenture Trustee

giving notice to the Issuer or the Issuer becoming aware of the failure to comply with

such covenants, obligation, representation or warranty under these presents;

(iii) Any representation or statement (including the representations stated in this Deed) made

or deemed to be made by the Issuer or any other document delivered by or on behalf of

the Issuer under or in connection with this Deed is or proves to have been incorrect or

misleading in any material respect when made or deemed to be made;

(iv) The Issuer does not list the Debentures within 20 business days from the Deemed Date

of Allotment;

(v) The Issuer has voluntarily or involuntarily become the subject of proceedings under any

bankruptcy or insolvency law and such proceedings have been admitted by a competent

court or the Issuer is voluntarily or involuntarily dissolved;

(vi) A receiver or a liquidator has been appointed or allowed to be appointed of all or any part

of the properties of the Issuer;

(vii) An order is made or an effective resolution passed for the winding-up or dissolution,

judicial management or administration of the Issuer, or the Issuer ceases to carry on all of

its business or operations, except for the purpose of and followed by a reconstruction,

amalgamation, re-organisation, merger or consolidation on terms approved by a Special

Resolution of the Debenture holders;

(viii) The Issuer has admitted in writing that the Issuer is unable to pay its debts as they fall due

or suspends making payments on any of its debts or, by reason of actual or anticipated

financial difficulties, commences negotiations with one or more of its creditors with a

view to rescheduling any of its indebtedness;

(ix) If an attachment or distrain is levied on the Secured Property or any part thereof and/ or

certificate proceedings are taken or commenced for recovery of any dues from the Issuer;

(x) If any extraordinary circumstances have occurred which makes it improbable for the

Company to fulfil its obligations under these presents and/or the Debentures

(xi) The Issuer fails to maintain the Asset Coverage Ratio above 1.10 times (one point one

zero times) at all times till the maturity of the Debentures


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(xii) The Issuer becomes insolvent according to the definitions of the Financial Supervisory

Authorities under the applicable regulations and/or any other competent authority with

the regulated and legal framework of India;

(xiii) A distress, attachment, execution or other legal process is levied, enforced or sued out on

or against any material part of the property, assets or revenues of the Issuer and is not

discharged or stayed within 45 (Forty Five) Business Days;

(xiv) The Issuer ceases to operate its lending business and / or business as mentioned in the

Memorandum of Association;

(xv) An encumbrance takes possession or an administrative or other receiver or an

administrator is appointed of the whole part of the property, assets or revenues of the

Issuer (as the case may be) and is not discharged within 60 (Sixty) Business Days;

(xvi) There shall have occurred a change in the business, operations, property, assets,

liabilities, condition (financial or otherwise) or prospects of the Issuer since the date

hereof has resulted in or would result in a Material Adverse Effect and such Material

Adverse Effect has not been remedied or rectified for a period of 15 (Fifteen) Business

Days;

(xvii) It is or will become unlawful for the Issuer to perform or comply with any one or more of

its obligations under any of the Debentures or this Deed;

(xviii) Any step is taken by governmental authority or agency or any other competent authority,

with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all

of the assets of the Issuer which is material to the Issuer;

(xix) The Issuer‟s organizational status, or any license or franchise is revoked or suspended by

any governmental agency or authority after the Issuer has exhausted all remedies and

appeals relating thereto;

(xx) The Issuer‟s credit rating is downgraded by two notches from the existing rating.

(xxi) If the Issuer, in regards to any Indebtedness: (A) defaults in any payment of Indebtedness

beyond the period of grace if any, provided in the instrument or agreement under which

such Indebtedness was created or (B) defaults in the observance or performance of any

agreement or condition relating to any Indebtedness the effect of such default or other

event or condition is to cause or to permit the holder or holders of such Indebtedness to

cause (with the giving of notice or the passage of time or both would permit or cause) any

such Indebtedness to become due prior to its stated maturity; or (C) due to any default or

an event of default, any Indebtedness of the Issuer is declared to be due and payable, or

would permit to be prepaid other than by a regularly scheduled required prepayment,

(whether or not such right shall have been waived) prior to the stated maturity thereof;

(xxii) Any expropriation, attachment, sequestration, distress or execution affects any Asset or

Assets of the Issuer having an aggregate value of fifteen percent (15%) of the total assets

of the Issuer and is not discharged within 30 (Thirty) business days or as given in the

said order.


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(xxiii) Any corporate action, legal proceedings or other procedure or step is taken in relation to :

a. the suspension of payments, a moratorium of any indebtedness, winding-up,

dissolution, administration or reorganization (by way of voluntary arrangement,

scheme of arrangement or otherwise) of the Issuer;

b. the appointment of a liquidator, receiver or similar other officer in respect of the

Issuer, a composition, compromise, assignment or arrangement with any creditor of

the Issuer,

c. enforcement of any security over any assets of the Issuer or any analogous procedure

or step is taken in any jurisdiction

d. any other event occurs or proceeding is instituted that under any applicable law

would have an effect analogous to any of the events listed in clauses (a), (b) and (c)

above.

(xxiv) This Shelf Disclosure Document or any other Transaction Document in whole or in part,

becomes invalid or ceases to be a legally valid, binding and enforceable obligation of the

Issuer.

(xxv) It is or becomes unlawful for the Issuer to perform any of its obligations under the

Transaction Documents and/or any obligation or obligations of the Issuer under any

Transaction Document are not or cease to be valid, binding or enforceable.

(xxvi) The Issuer repudiates any of the Transaction Documents, or evidences an intention to

repudiate any of the Transaction Documents.

6.8 CONSEQUENCES OF EVENTS OF DEFAULT

On and at any time after the occurrence of an Event of Default, unless such Event of Default at

the request of the Issuer is expressly waived by the Debenture Trustee acting on the instructions

of the Debenture Holder(s), (a) upon the expiry of the cure period provided to the Issuer, or (b) if

the cure period provided is mutually extended by the Parties hereto upon the expiry of such

extended period or (c) where it is not practical to provide a cure period, then forthwith, or (d)

where no cure period has been provided and the parties mutually agree to provide for a cure

period, upon the expiry of such mutually agreed to cure period, the Debenture Trustee shall if so

directed by the Majority Debenture Holder(s):

(a) declare that all or part of the payment obligations under the Issue be immediately due and

payable, whereupon they shall become immediately due and payable;

(b) accelerate the redemption of the Debentures;

(c) Enforce the Secured Property and/or

(d) exercise any other right that the Debenture Trustee and / or Debenture Holder(s) may have under

the Transaction Documents or under Indian law.

Until the happening of any of the Event(s) of Default set out in Clause 7.7 above, the Debenture

Trustee shall not be in any manner required, bound or concerned to interfere with the

management of the affairs of the Issuer or its business thereof. The Debenture Trustee shall, on

being informed by the Issuer of the happening of any of the Event(s) of Default set out in Clause

7.7 above or upon the happening of any of such Event(s) of Default coming to its notice,

forthwith give written notice to the Debenture Holder(s) of the same.


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SECTION 7: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the

Memorandum and Articles of Association of the Issuer, the terms of this Shelf Disclosure Document,

Application Form and other terms and conditions as may be incorporated in the Transaction Documents.

7.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to

transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s)

shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other

applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in

accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor

or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should

ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same,

amounts due will be paid/redemption will be made to the person, whose name appears in the register of

debenture holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases

where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees

would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for

transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in

dematerialised form. The seller should give delivery instructions containing details of the buyer‟s DP

account to his DP.

7.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of the

Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund

transfer/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained

by the R&T Agent. The names would be as per the R&T Agent‟s records on the Record Date fixed for the

purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit

corporate action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries‟ name and account

number, address, bank details and DP‟s identification number will be given by the R&T Agent to the

Issuer., The Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank

account of the Debenture Holder(s) for redemption payments.

7.3 Trustee for the Debenture Holder(s)

The Issuer has appointed GDA Trusteeship Limited to act as trustee for the Debenture Holder(s). The

Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement and the

Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture

Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have

irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do

all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture

Trustee may in its absolute discretion deem necessary or require to be done in the interest of the

Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the

Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture

Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and

yield thereon and they will take necessary action, subject to and in accordance with the Debenture Trustee


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Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled

to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed,

fails to do so. The Debenture Trustee Agreement and the Debenture Trust Deed shall more specifically set

out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

7.4 Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or

part with any financial or other information about the Debenture Holder(s) available with the Issuer, with

its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory

bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be

liable for use of the aforesaid information.

7.5 Debenture Holder not a Shareholder

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

available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to

receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

7.6 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Shelf Disclosure

Document which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to

correct a manifest/clerical error.

Any other subsequent change after listing or modification to the terms of the Debentures shall require

approval by the Majority Debenture Holders.

For the avoidance of doubt, the following matters require the consent of Majority Debenture Holders,

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

convened meeting of the Debenture Holders:

a) Creating of any additional security; if any and

b) Amendment to the terms and conditions of issue of the Debentures or the Transaction

Documents.

7.7 Right to accept or reject Applications

The Board of Directors/Committee of Directors / Any Committee authorised by the Board reserves its

full, unqualified and absolute right to accept or reject any application for subscription to the Debentures,

in part or in full, without assigning any reason thereof.

7.8 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through

registered post, recognized overnight courier service, hand delivery, email or by facsimile transmission

addressed to such Debenture Holder at its/his registered address or facsimile number.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by

registered post, recognized overnight courier service, hand delivery or email, by facsimile transmission to

the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time


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to time through suitable communication. All correspondence regarding the Debentures should be marked

“Private Placement of Debentures”.

Notice(s) shall be deemed to be effective (a) in the case of registered mail, 3 (three) calendar days after

posting; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next

Business Day delivery; (c) in the case of facsimile or email at the time when dispatched with a report

confirming proper transmission; or (d) in the case of personal delivery, at the time of delivery.

7.9 Issue Procedure

Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the

Debentures by completing the Application Form in the prescribed format in block letters in English as per

the instructions contained therein. The minimum number of Debentures that can be applied for and the

multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a

Debenture. Application Forms should be duly completed in all respects and applications not completed in

the said manner are liable to be rejected. The name of the applicant‟s bank, type of account and account

number must be duly completed by the applicant. This is required for the applicant‟s own safety and these

details will be printed on the refund orders and /or redemptions warrants.

The applicant should transfer payments required to be made in any relation by EFT/RTGS, to the bank

account of the Issuer as per the details mentioned in the Application Form.

7.10 Application Procedure

Eligible investors will be invited to subscribe by way of the Application Form prescribed in the Shelf

Disclosure Document during the period between the Issue Opening Date and the Issue Closing Date (both

dates inclusive). The Issuer reserves the right to change the issue schedule including the Deemed Date of

Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be open for

subscription during the banking hours on each day during the period covered by the Issue Schedule.

7.11 Fictitious Applications

All fictitious applications will be rejected.

7.12 Basis of Allotment

Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in

part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority

will be given to Investors on a first come first serve basis. The investors will be required to remit the

funds as well as submit the duly completed Application Form along with other necessary documents to

Issuer by the Deemed Date of Allotment.

7.13 Payment Instructions

The Application Form should be submitted directly or through the Sole Arranger, if any. The entire

amount of Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture is payable along with the making of

an application. Applicants can remit the application amount through RTGS on Pay-in Date. The RTGS

details of the Issuer are as under:

Beneficiary Name : Avanse Financial Services Limited


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Bank Account No. : 915020028361470

IFSC Code : UTIB0000028

Branch : Bandra West

Bank Name : Axis Bank Limited

Branch Address : Mangal Mahal, Turner Road, Bandra (W.), Mumbai- 400 050

7.14 Eligible Investors

The following categories of Investors, who have been specifically approached and have been identified

upfront, are eligible to apply for this private placement of Debentures subject to fulfilling their respective

investment norms/rules and compliance with laws applicable to them by submitting all the relevant

documents along with the Application Form:

a) Mutual Funds

b) Non-banking financial companies

c) Provident Funds and Pension Funds

d) Corporates

e) Banks

f) Foreign Institutional Investors (FIIs)

g) Qualified Foreign Investors (QFIs)

h) Insurance Companies

i) Investment holding companies of high net worth individuals

j) Any other person eligible to invest in the Debentures

All Investors are required to comply with the relevant regulations/guidelines applicable to them for

investing in this issue of Debentures.

Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory

requirements applicable to them in connection with subscription to Indian securities by such categories of

persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements

applicable to them, including exchange controls and other requirements. Applicants ought to seek

independent legal and regulatory advice in relation to the laws applicable to them.

The Debentures are and have been placed on a private placement basis and shall not be issued to more

than 200 (Two Hundred) Eligible Investors.

7.15 Procedure for Applying for Dematerialised Facility

a. The applicant must have at least one beneficiary account with any of the DP‟s of

NSDL/CDSL prior to making the application.

b. The applicant must necessarily fill in the details (including the beneficiary account

number and DP - ID) appearing in the Application Form under the heading “Details for

Issue of Debentures in Electronic/Dematerialised Form”.

c. Debentures allotted to an applicant will be credited to the applicant‟s respective

beneficiary account(s) with the DP.

d. For subscribing to the Debentures, names in the Application Form should be identical

to those appearing in the details in the Depository. In case of joint holders, the names


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should necessarily be in the same sequence as they appear in the account details

maintained with the DP.

e. Non-transferable allotment advice/refund orders will be directly sent to the applicant by

the Registrar and Transfer Agent to the Issuer.

f. If incomplete/incorrect details are given under the heading “Details for Issue of

Debentures in Electronic/Dematerialised Form” in the Application Form, it will be

deemed to be an incomplete application and the same may be held liable for rejection at

the sole discretion of the Issuer.

g. For allotment of Debentures, the address, nomination details and other details of the

applicant as registered with his/her DP shall be used for all correspondence with the

applicant. The applicant is therefore responsible for the correctness of his/her

demographic details given in the Application Form vis-à-vis those with his/her DP. In

case the information is incorrect or insufficient, the Issuer would not be liable for the

losses, if any.

h. The redemption amount or other benefits would be paid to those Debenture Holders

whose names appear on the list of beneficial owners maintained by the R&T Agent as

on the Record Date. In case of those Debentures for which the beneficial owner is not

identified in the records of the R&T Agent as on the Record Date, the Issuer would

keep in abeyance the payment of the redemption amount or other benefits, until such

time that the beneficial owner is identified by the R&T Agent and conveyed to the

Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries,

as identified.

7.16 Depository Arrangements

The Issuer shall make necessary arrangement with CDSL and NSDL for issue and holding of Debenture

in dematerialised form.

7.17 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record

Date. This shall be the list, which will be used for payment or repayment of redemption monies.

7.18 Application under Power Of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the

names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption

certificate/document of the Investor, if any, must be lodged along with the submission of the completed

Application Form. Further modifications/additions in the power of attorney or authority should be

notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be

specified by the Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a

certified true copy thereof along with memorandum and articles of association and/or bye-laws along with

other constitutional documents must be attached to the Application Form at the time of making the

application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject


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any application in whole or in part and in either case without assigning any reason thereto. Names and

specimen signatures of all the authorized signatories must also be lodged along with the submission of the

completed Application Form.

7.19 Procedure for application by Mutual Funds and Multiple Applications

In case of applications by mutual funds and venture capital funds, a separate application must be made in

respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such

applications will not be treated as multiple application, provided that the application made by the asset

management company/trustee/custodian clearly indicated their intention as to the scheme for which the

application has been made.

The application forms duly filled shall clearly indicate the name of the concerned scheme for which

application is being made and must be accompanied by certified true copies of:

a) SEBI registration certificate

b) Resolution authorizing investment and containing operating instructions

c) Specimen signature of authorized signatories

7.20 Documents to be provided by Investors

Investors need to submit the following documents, as applicable:

a) Memorandum and Articles of Association or other constitutional documents

b) Resolution authorising investment

c) Power of Attorney to custodian

d) Specimen signatures of the authorised signatories

e) SEBI registration certificate (for Mutual Funds)

f) Copy of PAN card

g) Application Form (including RTGS details)

7.21 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the applicant and the

magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption

amount and all other amounts payable to the Debenture Holder(s) through EFT/RTGS.

7.22 Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or

administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the

Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal

representative as having title to the Debenture(s), unless such executor or administrator obtains probate or

letter of administration or other legal representation, as the case may be, from a court in India having

jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter

of administration or other legal representation, in order to recognize such holder as being entitled to the

Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient

documentary proof and/or an indemnity.


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7.23 Mode of Payment

All payments must be made through NEFT/RTGS as set out in the Application Form.

7.24 Effect of Holidays

In case any Due Date falls on a day which is not a Business Day the payment to be made on such Due

Date shall be made on the next Business Day, except where the Redemption Date falls on a day which is

not a Business Day, in which case all payments to be made on the Redemption Date (including accrued

Coupon), shall be made on the immediately preceding Business Day.

7.25 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 Registrar & Transfer

Agents of the Company at least 15 (Fifteen) days before the relevant payment becoming due. Tax

exemption certificate / declaration of non-deduction of tax at source on interest on application money,

should be submitted along with the Application Form.

If any payments under this issuance is subject to any tax deduction other than such amounts as are

required as per current regulations existing as on the date of the Debenture Trust Deed, including if the

Company shall be required legally to make any payment for Tax from the sums payable under the

Debenture Trust Deed, (“Tax Deduction”), the Company shall make such Tax Deduction.

7.26 Letters of Allotment

The letter of allotment if applicable, indicating allotment of the Debentures, will be sent within 2 (Two)

Business Days from the Deemed Date of Allotment. The aforesaid letter of allotment shall be replaced

with the actual credit of Debentures, in dematerialised form, within 7 (Seven) Business Days from the

Deemed Date of Allotment.

7.27 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of

Allotment. The Deemed Date of Allotment for the Issue will be as defined in the pricing supplement and

by which date the Investors would be intimated of allotment.

7.28 Record Date

The Record Date will be 15 (Fifteen) calendar days prior to any Due Date for payment of interest or

repayment of principal amount.

7.29 Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched

within 7 (Seven) business days from the Deemed Date of Allotment of the Debentures.


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In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the

application money relating to the Debentures in respect of which allotments have been made, the

Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the

extent of such excess, if any.

7.30 Interest on Application Money

Interest shall be payable on all application monies received at the Coupon Rate specified in the pricing

supplement for each tranche , from the date of realization of the application monies by the Issuer until the

Deemed Date of Allotment and the same shall be paid to the relevant Investors within 7 (Seven) Business

Days from the Deemed Date of Allotment.

7.31 Pan Number

Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act,

1961, on the Application Form and attach a self attested copy as evidence. Application forms without

PAN will be considered incomplete and are liable to be rejected.

7.32 Payment on Redemption

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit

through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the

list of beneficial owners given by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on

maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture

Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL/CDSL and

accordingly the account of the Debenture Holder(s) with NSDL/CDSL will be adjusted.

On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the

Issuer shall stand extinguished.

Disclaimer: Please note that only those persons to whom this memorandum has been specifically

addressed are only eligible to apply. However, an application, even if complete in all respects, is

liable to be rejected without assigning any reason for the same. The list of documents provided

above is only indicative, and an investor is required to provide all those documents / authorizations

/ information, which are likely to be required by the Issuer. The Issuer may, but is not bound to

revert to any investor for any additional documents / information, and can accept or reject an

application as it deems fit. Investment by investors falling in the categories mentioned above are

merely indicative and the Issuer does not warrant that they are permitted to invest as per extant

laws, regulations, etc. Each of the above categories of investors is required to check and comply

with extant rules/regulations/ guidelines, etc. governing or regulating their investments as

applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any

statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm

the same.


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Annexure I: PRICING SUPPLEMENT


Page 67 of 72

Annexure II: RATING LETTER & RATING RATIONALE


Page 68 of 72

Annexure III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE


Page 69 of 72

Annexure IV: APPLICATION FORM

Avanse Financial Services Limited Registered Office Address: Ground Floor, Madhava Building, Near Family Court, Bandra Kurla Complex, Bandra East, Mumbai – 400051 Telephone: +91 22 7111 2233; Fascimile: +91 22 7111 2234 CIN:- U67120MH1992PLC068060

Private & Confidential, Not for Circulation

Dear Sirs, Having read and understood the contents of Shelf Disclosure Document dated 23rd October, 2015, the offer document dated 23rd October, 2015 and the pricing supplement dated 26th Feb 2016. I/we apply for allotment to me/us of the Secured Rated, Listed, Non‐Convertible Debentures. The amount payable on application as shown below is remitted herewith. On allotment, please place my/our name(s) on the Register of Debenture holders. I/We bind ourselves by the terms and conditions as contained in Disclosure Document. We note that the Company / Company’s Management / Board of Directors is entitled in its absolute discretion to accept or reject this application whole or in part without assigning any reasons whatsoever. I/We irrevocably give my/our authority and consent to the Trustees for doing such acts and signing such documents to carry their duties in such capacity.

(PLEASE READ THE INSTRUCTIONS ON THE REVERSE BEFORE FILLING UP THIS FORM)

Application No. : 01

Date : ___________________

NCDs of Rs.10 lakhs each DEMAT A/C Details Option (Put √)

No. of NCDs applied for (words)

DP NAME Option DP ID 7 Years CLIENT ID 9.65% p.a.

No. of NCDs applied for (number)

CLIENT NAME DEPOSITORY

Amount (Rs.) (in words) Amount (Rs.) (In figures)

Date Cheque/ Demand Draft drawn on Cheque/Demand Draft No. We are applying as (Tick (√), whichever is applicable)

Body Corporate Commercial Bank Financial Institution Pension/ Provident Fund

Mutual Fund Insurance Company Others (specify)

Applicant Details: Name and Address of Applicant (in bold letters, Post Box No. alone is not sufficient)

Tax Details PAN/ GIR No. IT Circle/Ward/District Not Allotted

Bank Account Details

Bank Name and Branch

Account No. Nature of Account

IFSC Code

MICR Code

Tax Deduction Status: (Please Specify) Fully Exempt (Please furnish Exemption Certificate ) Y/N Rate of Tax to be deducted at source

Signature

Name of Authorised Signatory Designation Signature

1 2 3 4

Avanse Financial Services Limited Registered Office Address: Ground Floor, Madhava Building, Near Family Court, Bandra Kurla Complex, Bandra East, Mumbai – 400051 Telephone: +91 22 7111 2233; Fascimile: +91 22 7111 2234 CIN:- U67120MH1992PLC068060

Private & Confidential, Not for Circulation

------------------------------------------------------------------------Acknowledgement Slip -------------------------------------------------------------------------

INSTRUCTIONS

1. Application forms must be completed in full in BLOCK LETTERS IN ENGLISH. A blank space must be left between

two or more parts of the name.

2. The application shall be for a minimum of 3 (Three) Debenture and in Multiples of 1 (One) Debenture thereafter

3. The sole/first applicant should mention his/her/its PAN or the GIR number allotted under Income Tax Act, 1961

and the Income Tax Circle/Ward/District. In case neither the PAN nor GIR Number has been allotted, the fact of

non-allotment should be mentioned in the application form in the space provided. Income Tax as applicable will

be deducted at Source at the time of payment of interest.

4. Signatures should be made in English or in any of the Indian languages. Signatures in a language other than

English must be attested by an authorised official of a Bank or by a Magistrate/Notary Public under his/her

official seal.

5. Applications made by categories of investors other than individuals, must be accompanied by the respective

constitution document, Memorandum and Articles of Association, Board Resolution / Power of attorney for

investment, authority for investment, delegation of powers and authority to authorised signatories in case of

Limited Companies or corporate bodies.

6. Application forms duly completed in all respects must be lodged at the Company’s Administrative Office located

at Ground Floor, Madhava Building, Near Family Court, Bandra Kurla Complex, Bandra East – Mumbai – 400051,

or at any other place specified by the Company, before the closing of the subscription.

7. Applications once submitted cannot be withdrawn.

8. The full amount of Debenture has to be paid along with the application form.

9. Cash / Stock invest / Outstation Cheque / Money Order will not be accepted.

10. Application Money can be paid through RTGS/Fund Transfer to the current account designated as per following

details:

11. Receipt of applications will be acknowledged in the “Acknowledgment Slip” appearing below the application

form. No separate receipt will be issued.

12. The applications will be scrutinized and accepted as per the provisions of the Disclosure Document.

Application No. : 01 Avanse Financial Services Limited Date. : ______________

Received From

Amount (Rs.) Cheque/ Demand Draft* No. Drawn on No. of NCDs applied for * Cheque/ DD is subject to realization

Beneficiary Name : Avanse Financial Services Limited Bank Name : Axis Bank Limited Branch : Mangal Mahal, Turner Road, Bandra (W.), Mumbai- 400 050 Account Number : 915020028361470 IFSC : UTIB0000028


Page 70 of 72

Annexure V: LAST THREE YEARS AUDITED FINANCIAL STATMENTS


Page 71 of 72

Annexure VI: BOND CASH FLOW

As per Pricing Supplement


Page 72 of 72

Annexure VII: LETTER OF COMFORT FROM DHFL