shelf disclosure document/information memoradum cin · 2020. 8. 31. · shelf disclosure document 2...

Private & Confidential - For Private Circulation Only

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

SHELF DISCLOSURE DOCUMENT/INFORMATION MEMORADUM

MOTILAL OSWAL HOME FINANCE LIMITED

(Erstwhile Aspire Home Finance Corporation Limited)

A public limited company incorporated under the Companies Act, 1956

Date of Incorporation: October 01, 2013; CIN: U65923MH2013PLC248741

Registered Office: Motilal Oswal Tower, Rahimullah Sayani Road,

Opposite Parel ST Depot, Prabhadevi, Mumbai- 400025

Telephone No.: +91 22 40362408; Fax No.: +91 22 5036 2365

Contact Person: Mr. Ritin Mawani

Email: [email protected]; Website: www.motilaloswalhf.com

SHELF DISCLOSURE DOCUMENT UNDER COMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER, SCHEDULE I OF

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008

AMENDED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND NATIONAL HOUSING BANK DIRECTIONS FOR RAISING

MONEY THROUGH PRIVATE PLACEMENT OF NON-CONVERTIBLE DEBENTURES (NCDS) BY HOUSING FINANCE

COMPANIES.

Shelf Disclosure Document by Motilal Oswal Home Finance Limited (The “Company” or the “Issuer”) of 1,000 (One

Thousand) Secured, Redeemable, Rated, Listed, Principal Protected Non-Convertible Market Linked Debentures

(the "Debentures") of the face value of Rs. 10,00,000/- (Rupees Ten Lakh only) each, the Issuer reserving the right

to increase or alter the Issue Size amounting to Rs. 100 Crores (Rupees One Hundred Crores Only) on Private

Placement Basis (the "Issue") herein referred to as Series “M-9/F.Y.21/F.Y.24’’ to be issued in one or more tranches.

GENERAL RISKS

For taking an investment decision, investors must rely on their own examination of the Issue and the Shelf Disclosure

Document including the risks involved. The Issue has not been recommended or approved by SEBI nor does SEBI guarantee

the accuracy or adequacy of this Shelf Disclosure Document. Specific attention of investors is invited to statement of Risk

Factors contained under Section 3 of this Shelf Disclosure Document.

ISSUER’S ABSOLUTE RESPONSIBILTY

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

Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue and

as required under the Schedule I of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, Section 42 of the

Companies Act, 2013 and the rules framed thereunder, that the information contained in this Shelf Disclosure Document is

true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions

expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole

or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

The Debentures proposed to be issued by the Issuer have been rated by CRISIL Limited (“Rating Agency /CRISIL). The Rating

Agency assigned a rating of CRISIL PP-MLD AA-r /Stable [Pronounced CRISIL PP-MLD Double A Minus r rating with Stable

Outlook ’] in respect of the Debentures. Instruments with this rating are considered to offer high degree of safety for timely

servicing of debt obligations. Such instruments carry very low credit risk.

The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The

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

any other ratings. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the

right to suspend, withdraw the rating at any time on the basis of new information, etc. Please refer to Annexure III of this

Shelf Disclosure Document for the letter from the Rating Agency assigning the credit rating abovementioned issued by the

Rating Agency.

LISTING

The Debentures are proposed to be listed on the wholesale debt market of the BSE Limited (“BSE”).

DEBENTURE TRUSTEE REGISTRAR TO ISSUE

Beacon Trusteeship Ltd.

Address: 4 C & D, Siddhivinayak Chambers,

Opp. MIG Cricket club,

Gandhi Nagar,

Bandra East, Mumbai 400051

Tel: 022-26558759

Contact Person: Ms. Rutu Shah

Email: [email protected]

Website: www.beacontrustee.co.in

Link Intime India Pvt. Ltd.

C 101, 247 Park,

L.B.S. Marg,

Vikhroli (West),

Mumbai – 400083

Tel: 022 - 49186270

Contact Person: Mr. Ganesh Jadhav

Email; [email protected]

Website: https://linktime.co.in

Shelf Disclosure Document

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TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBRIEVIATIONS 3

SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 8

SECTION 3: RISK FACTORS 11

SECTION 4: REGULATORY DISCLOSURES 13

SECTION 5: DISCLOSURES UNDER THE COMPANIES ACT, 2013 32

SECTION 6: TRANSACTION DOCUMENTS AND KEY TERMS 43

SECTION 7: DISCLOSURES PERTAINING TO WILFUL DEFAULT 55

SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS 56

SECTION 9: DECLARATION 64

SECTION 10: ANNEXURES 65


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SECTION 1: DEFINITIONS AND ABBRIEVIATIONS

Act or Companies Act

Means Companies Act, 2013, and for any matters or affairs prior to the notification of

the relevant provisions of the Companies Act, 2013, the Companies Act, 1956 and shall

include any re-enactment, amendment or modification of the Companies Act, 2013, as in

effect from time to time and shall include the rules made thereunder

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

pursuant to this Issue.

Applicant Means a person who has submitted a completed Application Form to the Company

Application Form The form used by the recipient of this Shelf Disclosure Document, to apply for

subscription to the Debentures.

Application Money Means the subscription monies paid by the Applicants at the time of submitting the

Application Form

Assets Means, for any date of determination, the assets of the Company on such date as the

same would be determined in accordance with Indian applicable accounting standard

Assets Under Management Means, the loan and investment receivables on the balance sheet of the Issuer, plus the

loan receivables originated and serviced by the Issuer and securitized / assigned over

time, plus the loan receivables originated and serviced by the Issuer on the balance sheet

of another financial institution.

Beneficial Owner(s) Means the holder(s) of the Debentures in dematerialized form whose name is recorded

as such with the Depository in the Register of Beneficial Owners.

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

Business Day

Any day of the week (excluding Saturdays, Sundays and any day which is a public holiday

for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881)) on

which banks are normally open for business and on which money market is functioning

in Mumbai.

BSE Means BSE Limited

Capital Adequacy Ratio

Means the capital adequacy ratio prescribed by the applicable authority for HFC from

time to time, currently being the aggregate of Tier I Capital and Tier II Capital divided by

Risk Weighted Assets

CDSL Means Central Depository Services Limited

CIN Corporate Identification Number

Client Loan Means each loan made by the Company as a lender and “Client Loans” shall refer to the

aggregate of such loans.

Constitutional Documents Means the memorandum of association and the articles of association of the Company

Control Shall have the meaning as ascribed to the term in the Companies Act, 2013.

Current Assets Means financial assets on the balance sheet that shall realize cash within 12 months of

the relevant date, or expenses that are paid upfront.

Current Liabilities Means financial and operational liabilities that are payable within 12 months of the

relevant date.

Debentures/ NCDs

Secured, Redeemable, Rated, Listed, Principal Protected Non-Convertible Market

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

each, to be issued in one or more Tranche, aggregating upto Rs. 100,00,00,000/-

(Rupees One Hundred Crores Only)

Deemed Date of Allotment The Deemed Date of Allotment of the Debentures comprised in each Series/Tranche will

be as specified in Term Sheet(s) issued for that Series/ Tranche.

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.

Debenture Trustee Beacon Trusteeship Ltd. or such other Debenture Trustee appointed by the Company

from time to time.

Debenture Trustee Agreement

Shall mean agreement executed by and between the Debenture Trustee and the Issuer

for the purposes of appointment of the Debenture Trustee to act as debenture trustee

in connection with the issuance of the Debentures.

Debenture Trust Deed/ DTD

Shall mean the debenture trust deed executed/to be executed by and between the

Debenture Trustee and the Company which will set out the terms upon which the

Debentures are being issued, security is being created over the Mortgaged Property and

shall include the representations and warranties and the covenants to be provided by

the Issuer.

Debenture Trustees

Regulations

Means the Securities Exchange Board of India (Debenture Trustees) Regulations, 1993

(as amended or restated from time to time).

Depository Means the depository with whom the Company has made arrangements for

dematerializing the Debentures, being CDSL or NSDL.

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

DP ID Depository Participant Identification Number.

Due Date (s) Any date(s) on which the holders of the Debentures thereof are entitled to any Payments

(on account of coupon or principal or any charges, penalties or otherwise), whether on


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maturity or earlier, on exercise of the option to redeem the Debentures prior to the

scheduled Maturity Date (s) or acceleration.

Event of Default Shall mean any event, act or condition which with notice or lapse of time, or both, would

constitute an event of default as set out in this Shelf Disclosure Document.

Financial Year

Means each period of 12 (twelve) months commencing on April 1 of any calendar year

and ending on March 31 of the subsequent calendar year or the financial year of the

Company used for the purposes of accounting.

Financial Indebtedness

means in relation to an entity any indebtedness without double counting for or in

respect of:

a) moneys borrowed;

b) any amount raised by acceptance under any acceptance credit, bill acceptance

or bill endorsement facility or dematerialized equivalent;

c) any amount raised pursuant to any note purchase facility or the issue of bonds,

notes, debentures, loan stock or any similar instrument;

d) the amount of any liability in respect of any lease or hire purchase contract

which would, in accordance with Ind AS, be treated as a finance or capital lease;

e) receivables sold or discounted (other than any receivables to the extent they

are sold on a non-recourse basis);

f) any amount raised under any other transaction (including any forward sale or

purchase agreement) having the commercial effect of a borrowing;

g) any derivative transaction entered into in connection with protection against

or benefit from fluctuation in any rate or price (and, when calculating the value

of any derivative transaction, only the marked to market value if payable by a

borrower under each such transaction shall be taken into account);

h) shares which are expressed to be redeemable or (B) any shares or instruments

convertible into shares which are the subject of a put option or any form of

buyback guarantee granted by the issuer issuing such shares or convertible

instruments;

i) any obligation under any put option including any form of guarantee, letter of

comfort, short fall undertaking, keep fit letter or indemnity in respect of any

shares or instruments convertible into shares issued by another entity;

j) any counter-indemnity obligation in respect of a guarantee, indemnity, bond,

standby or documentary letter of credit or any other instrument issued by a

bank or financial institution; and

k) the amount of any liability in respect of any guarantee or indemnity for any of

the items referred to in paragraphs (a) to (j) above,

l) and includes all Financial Indebtedness in respect of any of the items referred

to in paragraphs (a) to (k) above which the relevant person has irrevocably

committed to incur (whether by way of issue of an irrevocable drawdown

notice (or equivalent), guarantee of any such Financial Indebtedness which has

been similarly committed to be incurred or otherwise), notwithstanding that

no actual liability or debt exists at the time of such consideration

Final Settlement Date(s)

Shall mean the date (s) on which the Payments have been irrevocably discharged in full

and the Debentures have been redeemed by the Company in full in accordance with the

terms of the Transaction Documents.

GAAP Generally Accepted Accounting Principles prescribed by the Institute of Chartered

Accountants of India from time to time and consistently applied by the Issuer.

Governmental Authority

Shall mean any government (central, state or otherwise) or any governmental agency,

semi-governmental or judicial or quasi-judicial or administrative entity, department or

authority, agency or authority including any stock exchange or any self-regulatory

organization, established under any Law

Gross Loan Portfolio

Means the outstanding principal balance of all of the Company's outstanding Client

Loans including current, delinquent and restructured Client Loans, and includes

principal balance of all Client Loans securitized, assigned, originated on behalf of other

institutions or otherwise sold off in respect of which the Company has provided credit

enhancements in any form or manner whatsoever, but not Client Loans that have been

charged off. It does not include interest receivables and accrued interest.

Gross NPAs Means the gross non-performing assets of the Company determined in the manner

prescribed by the RBI/NHB from time to time

HFCs Housing Finance Companies

Indebtedness

Means and includes any Financial Indebtedness and any obligation of the Company

(whether incurred as principal, independent guarantor or as surety) for the payment or

repayment of borrowed money, whether present or future, actual or contingent

Indian GAAP Means the generally accepted accounting principles, standards and practices in India or

any other prevailing accounting standard in India as may be applicable

Indian Accounting Standard

(IND AS)

Means Accounting standard adopted by companies in India and issued under the

supervision of Accounting Standards Board (ASB)


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Interest/Coupon Means the interest payable on the Debentures on the Interest Payment Dates, at the

Interest Rate or the Revised Interest Rate as the case may be.

Interest Rate/Coupon Rate

in relation to any Series, means rate of interest as specified in the relevant Term Sheet

for any particular Series on a per annum basis more specifically mentioned in respective

Term Sheet for each Series or Revised Interest Rate as the case may be.

Interest Payment

Date(s)/Coupon Payment

Date(s)

Means Payment dates on which Interest is payable on the Debentures, more specifically

mentioned in respective Term Sheet for each Series.

Interest Expense

Means all interest payable by the Company on all borrowings of the Company and all

financial assistance availed by the Company from any bank, financial institution or any

other person

Issue

Secured, Redeemable, Rated, Listed, Principal Protected Non-Convertible Market Linked

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

aggregating upto Rs. 100,00,00,000/- (Rupees One Hundred Crore only) for cash, in

dematerialized form on a private placement basis to certain identified investors in or

more Tranche.

Issuer/Company Motilal Oswal Home Finance Limited

Law

Means any applicable law, code, ordinance, interpretation, guideline, directive,

judgment, injunction, decree, treaty, regulation, rule or order of any court, tribunal or

Governmental Authority, in force in India

Liability Means, for any date of determination, the liabilities of the Company on such date as the

same would be determined in accordance with the IND AS at such date.

LODR Regulations Means the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015

Loan Loss Reserves Means the portion of Client Loans that has been expensed (provided for) in anticipation

of losses due to default

Local Currency Means Indian Rupees (denoted “s " ”NR" “r " ”s."), the lawful currency of India

Majority Debenture Holders

Means such number of Debenture Holders collectively holding equal to or more than

51% (Fifty One percent) of the value of the Outstanding Principal Amounts of the

Debentures

Majority Resolution

Means resolution approved by such number of Debenture Holders that represent equal

to or more than 51% (Fifty One percent) of the value of the Outstanding Principal

Amounts of the Debentures held by the Debenture Holders who are present and voting

or if a poll is demanded, by such number of Debenture Holders that represent more than

51% (Fifty One percent) of the value of the Outstanding Principal Amounts of the

Debentures held by the Debenture Holders who are present and voting in such poll.

Material Adverse Effect

Means the effect or consequence of an event, circumstance, occurrence or condition

which has caused, as of any date of determination, or could reasonably be expected to

cause a material and adverse effect on (a) the financial condition, business or operation

of the Company, environmental, social or otherwise or prospects of the Company; (b)

the ability of the Company to perform its obligations under the Transaction Documents;

or (c) the validity or enforceability of any of the Transaction Documents (including the

ability of any party to enforce any of its remedies thereunder); or (d) the rights or

remedies of the Debenture Trustee acting for the benefit of the Debenture Holders

hereunder or under any other Transaction Document

Maturity Date(s)

With respect to the Debentures under any Series/Tranche shall mean the date on which

the Principal Amounts and all other amounts due in respect of the Debentures are repaid

to the Debenture Holders, in full, which date shall be set out in the Issue detail.

MCA Ministry of Corporate Affairs

Net Owned Funds Has the meaning ascribed to it under Section 45IA of the RBI Act, 1934 or as ascribed in

NHB Regulations

NHB National Housing Bank

NHB Master Circular

means the master circular on the Housing Finance Companies Issuance of Non-

Convertible Debentures on Private Placement Basis (NHB) Directions, 2014 issued by

the NHB (as amended, updated, modified or restated from time to time) and the Housing

Finance Companies (NHB) Directions, 2010 (as amended, updated, modified or restated

from time to time)

N.A. Not Applicable.

Non-Performing Assets/NPA

Means the aggregate of all loans, bonds and other credit facilities provided by the Issuer

where one or more repayment instalments are overdue as per the threshold limits

prescribed by RBI/NHB from time to time. Under IND AS accounting norms, this shall

mean the total of Stage 3 assets, as defined from time to time

NSDL Means National Securities Depository Limited

Off Balance Sheet Portfolio

Shall mean principal balance of loans securitized, assigned, originated on behalf of other

institutions in respect of which the Issuer has provided credit enhancements in any form

or manner whatsoever


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Obligations

Means all present and future obligations (whether actual or contingent and whether

owed jointly or severally or in any capacity whatsoever) obligations of the Company to

the Debenture Holders or the Debenture Trustee in respect of the Debentures and as

specified under the Transaction Documents including without limitation, payment of

Outstanding Principal Amounts, accrued Interest, default interest (if any), additional

interest, fees, commissions and all costs, charges, expenses and other monies payable by

the Company in respect of the Debentures.

Outstanding Principal Amounts Means, at any date, the Local Currency principal amount outstanding under the

Debentures.

Outstanding Amounts

Means the Outstanding Principal Amounts, together with all interest, default interest,

additional interest, fees, costs, commissions, charges, Trustee fees and other amounts

due and payable by the Company under or in respect of the Trust Deed or any

Transaction Document

Payment(s) Shall mean any payment towards the Outstanding Amounts made/to be made or owed

by the Company in relation to the Debentures.

Payment Default Shall mean default by the Company in making any Payment on any Due Date(s).

Payment Obligations Means all present and future obligations (whether actual or contingent and whether

owed jointly or severally or in any capacity whatsoever) of the Company to the

Debenture Holders or the Debenture Trustee under this Deed and shall include the

obligation to redeem the Debentures in terms thereof, any outstanding remuneration of

the Debenture Trustee, default interest payable, if any, and all fees, costs, charges and

expenses and other monies payable by the Company under the Transaction Documents

Person

Shall mean any individual, partnership, joint venture, firm, corporation, association,

limited liability company, trust or other enterprise or any government or political

subdivision or any agency, department or instrumentality thereof

Purpose The Issue proceeds will utilize to meet funding requirements of the Issuer for on-lending

purposes and for regular business activities.

Rating Agency

CRISIL Limited, being a credit rating agency registered with SEBI pursuant to SEBI

(Credit Rating Agencies) Regulations 1999, as amended from time to time or any other

SEBI registered credit rating agency appointed by the Issuer from time to time

RBI Means the Reserve Bank of India

Record Date

The date which will be used for determining the Debenture Holder(s) who shall be

entitled to receive the amounts due on any Due Date (s), which shall be the date falling

15 (Fifteen) calendar days prior to any Due Date (s).

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

or such other registrar appointed by the company from time to time.

Register of Beneficial Owners Means the register of beneficial owners of the Debentures maintained in the records of

the Depository, as the case may be.

Register of Debenture Holders Means the register maintained by the Company at its registered office and containing

the names of the Debenture Holders

Risk Weighted Assets Shall be calculated as per the method prescribed in the HFC Master Circular

ROC Means the jurisdictional Registrar of Companies

Redemption Amount

With respect to each Series/Tranche, shall mean the amount to be paid by the Company

to the Debenture Holder(s) at the time of the redemption of the Debentures and shall

include the Outstanding Principal Amount(s), redemption premium (if any), the accrued

Coupon, default interest (if any), additional interest (if any), and any other amounts, if

any, in respect of the Debentures, payable on each of the Redemption Date(s) as shall be

specified in the Issue details.

Redemption Date(s)

Shall with respect to each Series/Tranche, shall mean the date(s) on which the

Redemption Amount(s) for the Debentures shall be redeemed by the Company as shall

be specified in the Issue details;

SEBI Means the Securities and Exchange Board of India

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.

SEBI LODR Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

from time to time

Obligations

means all present and future obligations (whether actual or contingent and whether

owed jointly or severally or in any capacity whatsoever) obligations of the Company to

the Debenture Holders or the Debenture Trustee under the Transaction Documents,

including without limitation, payment of Outstanding Principal Amounts, accrued

Interest, default interest (if any), additional interest, fees, commissions and all costs,

charges, expenses and other monies payable by the Company in respect of the

Debentures.

Series/Tranche Collectively the Debentures/ issued under the relevant series pursuant to the issue of a

Term Sheet (s)


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This document which sets out the information regarding the Debentures being issued

on a private placement basis and has been issued pursuant to regulation 21A of the SEBI

Debt Listing Regulations.

Tax

Means any present or future tax, levy, duty, charge, fees, deductions, withholdings,

turnover tax, transaction tax, stamp tax or other charge of a similar nature (including

any penalty or interest payable on account of any failure to pay or delay in paying the

same), now or hereafter imposed by Law by any Governmental Authority and as maybe

applicable in relation to the payment obligations of the company under this Issue

TDS Tax Deducted at Source.

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

Transaction Documents

Term Sheet / Issue Addendum

Shall mean a document issued in respect of a Series of the Debentures which mentions

key terms of the Debentures issued under a particular Series, including inter alia,

Interest Rate, allotment date, Redemption Date, credit rating, security description,

covenants if any and shall include amendments made thereto from time to time

Total Assets Means, for any date of determination, the total Assets of the Company on such date,

including owned, securitized and managed (non-owned) portfolio

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 6.1

WDM Wholesale Debt Market.

Wilful Defaulter

An Issuer who is categorized as a wilful defaulter by any Bank or financial institution or

consortium thereof, in accordance with the guidelines on wilful defaulters issued by the

Reserve Bank of India and includes an issuer whose director or promoter is categorized

as such in accordance with Regulation 2(n) of SEBI (Issue and Listing of Debt Securities)

Regulations, 2008.


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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 proposed issue of the

Debentures to be listed on the WDM segment of the BSE. 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 to be filed or submitted

to the SEBI for its review and/or approval. Similarly, as per the provisions of Section 42 of the Companies Act 2013 read

with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company is not required to file a copy of

this Shelf Disclosure Document with MCA/ROC.

This Shelf Disclosure Document has been prepared in conformity with the SEBI Debt Listing Regulations as amended

from time to time and applicable NHB regulations governing private placements of Debentures by HFCs. This Shelf

Disclosure Document has been prepared solely to provide all material information about the Issuer to 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 potential Investor contemplating

subscription to any Debentures should make its own independent investigation of the financial condition and affairs of

the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own

financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an

investment in the Debentures and should possess the appropriate resources to analyze such investment and the

suitability of such investment to such potential Investor’s particular circumstances.

The Issuer confirms that, as of the date hereof, this 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 are adequate and in conformity with the SEBI Debt Listing

Regulations. 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.

This Shelf Disclosure Document and the respective contents hereof 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 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 being issued have been sent. Any application by a person to whom the Shelf Disclosure Document 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 shall not reproduce or distribute in whole or in 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 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 decides not to

participate in the Issue, that recipient must promptly return this Shelf Disclosure Document 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.


9

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

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

confirming its accuracy with the Issuer. Provided however that, any subsequent event, circumstance, occurrence or

condition which is material to the Issue or which may influence the investment decision of the Investors in the

subsequent Tranches/Series, shall be reflected in the Term Sheet(s) for the relevant Series/Tranche(s).

Neither the delivery of this Shelf Disclosure Document 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 Documentradum Document does not constitute, nor may it be used for or in connection with, an

offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to

whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures

or the distribution of this Shelf Disclosure Document in any jurisdiction where such action is required. Persons into

whose possession this Shelf Disclosure Document comes are required to inform them of, 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/ or will file with the BSE in terms of the SEBI Debt

Listing Regulations. It is to be distinctly understood that submission of this Shelf Disclosure Document to the BSE should

not in any way be deemed or construed to mean that this Shelf Disclosure Document has been reviewed, cleared, or

approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of

any of the contents of this Shelf Disclosure Document, nor does the BSE warrant that the Issuer’s Debentures will be

listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial

and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.

2.3 DISCLAIMER CLAUSE OF SEBI

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

2.4 DISCLAIMER CLAUSE OF NHB

The Securities have not been recommended or approved by the NHB nor does NHB guarantee the accuracy or adequacy

of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed

that the securities have been recommended for investment by the NHB. It does not take any responsibility either for the

financial soundness of the Issuer Company, or the securities being issued by the Issuer Company or for the correctness

of the statements made or opinions expressed in this document. Potential investors may make investment decision in

the securities offered in terms of this Shelf Disclosure Document solely on the basis of their own analysis and NHB does

not accept any responsibility about servicing/ repayment of such investment.

2.5 DISCLAIMER CLAUSE OF THE SOLE ARRANGER

The Issuer hereby declares that it has exercised due-diligence to ensure complete compliance with prescribed disclosure

norms in this Shelf Disclosure Document. The only role of the Sole Arranger with respect to the Debentures is confined

to arranging placement of the Debentures on the basis of this Shelf Disclosure Document as prepared by the Issuer.

Without limiting the foregoing, the Sole Arranger is not acting, and has not been engaged to act, as an underwriter,

merchant banker or other intermediary with respect to the Debentures. The Issuer is solely responsible for the truth,

accuracy and completeness of all the information provided in this Shelf Disclosure Document. Neither is the Sole

Arranger responsible for preparing, clearing, approving, scrutinizing or vetting this Shelf Disclosure Document, nor it is

responsible for doing any due-diligence for verification of the truth, correctness or completeness of the contents of this

Shelf Disclosure Document. The Sole Arranger shall be entitled to rely on the truth, correctness and completeness of this

Shelf Disclosure Document. It is to be distinctly understood that the aforesaid use of this Shelf Disclosure Document by

the Sole Arranger should not in any way be deemed or construed to mean that the Shelf Disclosure Document has been

prepared, cleared, approved, scrutinized or vetted by the Sole Arranger. Nor should the contents of this Shelf Disclosure

Document in any manner be deemed to have been warranted, certified or endorsed by the Sole Arranger as to the truth,

correctness or completeness thereof. Each recipient must satisfy itself as to the accuracy, reliability, adequacy,

reasonableness or completeness of the Shelf Disclosure Document.


10

The Sole Arranger has not conducted any due diligence review on behalf or for the benefit of the Debenture Trustee or

any of the Debenture Holders. Each of the Debenture Holders should conduct such due diligence on the Issuer and the

Debentures as it deems appropriate and make its own independent assessment thereof.

Distribution of this Shelf Disclosure Document does not constitute a representation or warranty, express or implied by

the Sole Arranger that the information and opinions herein will be updated at any time after the date of this Shelf

Disclosure Document. The Sole Arranger does not undertake to notify any recipient of any information coming to the

attention of the Sole Arranger after the date of this Shelf Disclosure Document. No responsibility or liability or duty of

care is or will be accepted by the Sole Arranger for updating or supplementing this Shelf Disclosure Document or for

providing access to any additional information as further information becomes available.

Neither the Sole Arranger nor any of their respective directors, employees, officers or agents shall be liable for any direct,

indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission

from this Shelf Disclosure Document or in any other information or communications made in connection with the

Debentures.

The Sole Arranger is acting for the Company in relation to the Issue of the Debentures and not on behalf of the recipients

of this Shelf Disclosure Document. The receipt of this Shelf Disclosure Document by any recipient is not to be constituted

as the giving of investment advice by the Sole Arranger to that recipient, nor to constitute such a recipient a customer of

the Sole Arranger. The Sole Arranger is not responsible to any other person for providing the protection afforded to the

customers of the Sole Arranger nor for providing advice in relation to the Debentures

Each recipient of this Shelf Disclosure Document acknowledges that:

a. each recipient has been afforded an opportunity to request and to review and has received all additional

information considered by the recipient to be necessary to verify the accuracy of or to supplement the

information contained herein; and

b. such recipient has not relied on the Sole Arranger in connection with its investigation of the accuracy of such

information or its investment decision.

2.6 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under the paragraph titled “Eligible Investors” of this Shelf Disclosure

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

2.7 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.

2.8 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialized form. The Issuer has made arrangements with the Depositories for the

issue of the Debentures in dematerialized form. Investors will have to hold the Debentures in dematerialized 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 the

Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and

on realization of the application money.


11

SECTION 3: RISK FACTORS

INTERNAL/EXTERNAL RISK FACTORS An investment in Non-Convertible debentures (NCDs) involves a certain degree of risk. You should carefully consider

all the information contained in this IM, including the risks and uncertainties described below, before making an

investment decision. The risk factors set forth below do not purport to be complete or comprehensive in terms of all

the risk factors that may arise in connection with our business or any decision to purchase, own or dispose of the NCDs.

The following risk factors are determined on the basis of their materiality. In determining the materiality of risk factors,

we have considered risks which may not be material individually but may be material when considered collectively,

which may have a qualitative impact though not quantitative, which may not be material at present but may have a

material impact in the future. Additional risks, which are currently unknown or now deemed immaterial, if materialize,

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

market prices of the NCDs could decline due to such risks. Our results could differ materially from those anticipated in

these forward-looking statements as a result of certain factors, including events described below and elsewhere in this

Offer Document. Note: Unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below:

INTERNAL RISK FACTORS (a) Credit Risk

The Company carries the risk of default by borrowers and other counterparties.

Management Perception: Any lending and investment activity is exposed to credit risk arising from the risk of repayment default by the borrowers and counterparties. The Company has institutionalized a systematic credit evaluation process monitoring the performance of its asset portfolio on a regular and continual basis to detect any material development, and also constantly evaluates the changes and developments in sectors to which it has substantial exposure. The Company also undertakes a periodic review of its entire asset portfolio with a view to determine the portfolio valuation, identify potential areas of action and devise appropriate strategies thereon. The Company follows a conservative provisioning and write-off policy, which is in line with what is prescribed by the RBI.

(b) Contingent Liabilities

The Company's contingent liabilities (if any) could adversely affect its financial condition.

(c) Non-Performing Assets (NPA)

If the level of NPAs in the Company's portfolio were to increase, its business would suffer. Management Perception: The GNPAs of MOHFL as on Mar 31, 2020 was Rs.66.06 Crores i.e. 1.81%. MOHFL is fully complying with the NHB Guidelines/Directives in connection with provisioning norms. The Company believes that its overall financial profile, capitalization levels and risk management systems provide significant risk mitigation.

(d) Interest Rate Risk

The Company's business is largely dependent on interest income from its operations.

Management Perception: The Company is exposed to interest rate risk principally as a result of lending to customers at interest rates and in amounts and for periods, which may differ from its funding sources (institutional/bank borrowings and debt offerings). The Company seeks to match its interest rate positions to minimize interest rate risk.

Despite these efforts, there can be no assurance that significant interest rate movements will not have an effect on its results of operations. Interest rates are highly sensitive to many factors beyond its control, including the monetary policies of the RBI, deregulation of the financial sector in India, domestic and international economic and political conditions, inflation and other factors. Due to these factors, interest rates in India have historically experienced a relatively high degree of volatility.

(e) Access to Capital Markets and Commercial Borrowings

The Company's growth will depend on its continued ability to access funds at competitive rates. Management Perception: With the growth of its business, the Company is increasingly reliant on funding from the debt capital markets and commercial borrowings. The market for such funds is competitive and its ability to obtain funds at competitive rates will depend on various factors, including its ability to maintain its credit ratings. if the Company was unable to access funds at an effective cost that is comparable to or lower than its competitors, the Company may not be able to offer competitive interest rates for its loans. This may adversely impact its business,


12

its future financial performance. The value of its collateral may decrease or the Company may experience delays in enforcing its collateral when its customers default on their obligations, which may result in failure to recover the expected value of collateral and adversely affect its financial performance.

EXTERNAL RISK FACTORS (a) Material changes in Regulations to which the Company is subject could cause the Company's business to suffer

Management Perception: HFCs in India are subject to detailed supervision and regulation by the NHB. The Company is subject generally to changes in Indian law, as well as to changes in Government regulations and policies and accounting principles. The NHB also requires the Company to make provisions in respect of NPAs. The provision made is equal to or higher than that prescribed under the prudential norms. Any changes in the regulatory framework affecting HFCs including the provisioning for NPAs or capital adequacy requirements could adversely affect the profitability of the Company or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.

(b) Risk of competition in lending and resource raising could cause the Company's business to suffer

Management Perception: Despite increasing competition, the Company has trying to establish a strong presence in the HFC business in India. MOHFL offers a gamut of financial products and services catering customers. The management believes that the Company's brand equity, reach and strategic alliances along with its resource base and Motilal Oswal Group Company backing would provide the necessary strength to perform well in a competitive market.

(c) A slowdown in economic growth in India could cause the Company's business to suffer

Management Perception: The Company's performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian economy could adversely affect its business, including its ability to grow its asset portfolio, the quality of its assets, and its ability to implement its strategy. India's economy could be adversely affected by a general rise in interest rates, or various other factors affecting the growth of industrial, manufacturing and services sector or general down trend in the economy.

(d) Political instability or changes in the Government could delay further liberalization of the Indian economy and

adversely affect economic conditions in India generally, which could impact the Company's financial results and prospects.

Management Perception: Political instability could arise due to several reasons. Any political instability in the country could impact our business.

The role of the Indian Central and State Government in the Indian economy has remained significant over the years. There can be no assurance that these liberalization policies will continue in the future. The rate of economic liberalization could change, and specific laws and policies affecting financial services companies, foreign investment, currency exchange rates and other matters affecting investments in Indian companies could change as well. A significant change in India's economic liberalization and deregulation policies could disrupt business and economic conditions in India, thus affecting our business.

(e) Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely

affect the financial markets and the Company's business

Management Perception: Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide financial markets. These acts may also result in a loss of business confidence. In addition, adverse social, economic and political events in India could have a negative impact on the Company. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Company's business.

Notes to Risk Factors: Save, as stated elsewhere in this Shelf Disclosure Document, since the date of publishing audited financial accounts contained in this Shelf Disclosure Document: (i) No material developments have taken place that are likely to materially affect the performance or prospects

of the Company; and (ii) No developments have taken place in the last three months which materially and adversely affect the

profitability of the Company or the value of its assets, or its ability to pay its liabilities within the next 12 months.


13

SECTION 4: REGULATORY DISCLOSURES

The Shelf Disclosure Document has been 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.

4.1 Documents Submitted to the Exchanges

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

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

Debentures;

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

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

(d) Copy of the Board Resolution dated April 27, 2020 authorizing the issue of non-convertible debentures and

list of authorized signatories;

(e) Certified true copy of the special resolution passed by the Company at the Extra-Ordinary General Meeting

held on May 25, 2017 authorizing the Company to borrow under Section 180(1)(c) upon such terms as the

Board may think fit, upto an aggregate limit of Rs. 12500 Crores;

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

held on May 25, 2017 authorizing the Company to create security in respect of borrowings under Section

180(1)(a) of the Companies Act 2013;

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

applicable, 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, 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 pari passu

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.

4.2 Documents Submitted to the Debenture Trustee

List of disclosures to be submitted to the Debenture Trustee in electronic form (soft copy) at the time of allotment of

the debt securities:

(a) Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities;

(b) Copy of last three years audited Annual Reports;

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

(d) Latest Audited / Limited Review Half Yearly Financial Information (Profit & Loss statement, Balance Sheet

and Cash Flow statement) and auditor qualifications, if any;

(e) An undertaking to the effect that the Company would, until the redemption of the debt securities, submit the

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

LODR Regulations. Further, the Company shall promptly submit to the Debenture Trustee all the other

documents/ intimations as are required to be submitted under the provisions of Regulation 56 of the SEBI

LODR Regulations. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy

of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under

this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within two

working days of their specific request.


14

4.3 Name and address of the following:

Particulars Details

Name: Motilal Oswal Home Finance Limited

Registered & Corporate Office of

Issuer:

Motilal Oswal Tower, Rahimtullah, Sayani Road,

Opposite Parel ST Depot, Prabhadevi,

Mumbai- 400025

Compliance Officer of Issuer: Mr. Ritin Mawani

CFO of Issuer: Mr. Shalibhadra Shah

RBI Registration Number: DOR-00111

Corporate Identification Number U65923MH2013PLC248741

Website of Issuer: www.motilaloswalhf.com

Auditors of the Issuer

Walker Chandiok & Co. LLP

16th Floor, Tower II,

Indiabulls Finance Centre,

S B Marg, Elphinstone (W),

Mumbai – 400013

Debenture Trustee to the Issue

Beacon Trusteeship Ltd.

4 C & D, Siddhivinayak Chambers,

Opp. MIG Cricket club,

Gandhi Nagar, Bandra East,

Mumbai 400051

Email: [email protected]

Website: www.beacontrustee.co.in

Registrar

Link Intime India Pvt. Ltd.

C 101, 247 Park,

L.B.S. Marg,

Vikhroli (West),

Mumbai – 400083

Tel: 022 - 49186270

Email; [email protected]

Website: https://linktime.co.in

Credit Rating Agency

CRISIL Limited

CRISIL House

Central Avenue,

Hiranandani Business Park, Powai,

Mumbai 400 076, India

Phone: +91 22 3342 3000

Website: https://www.crisil.com/

4.4 A brief summary of the business/ activities of the Issuer and its line of business containing at least following

information:

(a) Overview & Corporate Structure

Motilal Oswal Home Finance Limited (MOHFL) is a subsidiary of Motilal Oswal Financial Services Limited (“MOFSL”). MOFSL is a well-diversified, financial services company focused on wealth creation for all its customers, such as institutional, corporate, HNI and retail. Its services and product offerings include wealth management, retail broking and distribution, institutional broking, asset management, investment banking, private equity, commodity broking and principal strategies. MOFSL has strong research capabilities, which enables them to identify market trends and stocks with high growth potential, facilitating clients to take well- informed and timely decisions.

Is registered under the Companies Act, 1956 and received its certificate of incorporation from the registrar of companies, Mumbai, Maharashtra on 01/10/2013 and has also received certificate of Registration from The National Housing Bank (NHB) under section 29A of the National Housing Bank Act, 1987 as a Housing Finance Institution vide Certificate of Registration No. 05.0111.14 dated May 19, 2014. Post change of name of the Company from “Aspire Home Finance Corporation Limited” to “Motilal Oswal Home Finance Limited”, the Company has received revised Certificate of Incorporation from Registrar of Companies, Mumbai, Maharashtra on May 28, 2019 and has also received revised certificate of registration from The Reserve Bank of India (“RBI”) under section 29A of the National Housing Bank Act, 1987 as a Housing Finance Institution vide Certificate of Registration No. DOR-00111 dated February 12, 2020.

The Company’s vision is “To enable home ownership amongst lower and middle income Indian families by providing hassle free housing loan assistance towards acquiring affordable housing units thereby enhancing housing stock in India” The focus is on individual housing loans, targeting customers in the low and middle income


15

groups with average ticket size of around Rs. 8 lakhs. Lending to the affordable housing segment accounts for almost its entire loan book.

MOHFL’s business philosophy aims at providing hassle free housing loan assistance to lower and middle income (LMI) families for purchase of affordable residential units. The Company has an exclusive focus on retail lending with a maximum loan size of up to Rs. 25 lakhs. Consequently, the business processes are designed to be enablers in access to credit towards home ownership for deserving target customers and ensure hassle free credit delivery mechanism through branches and service centres. MOHFL operates in extended suburbs of metros and tier II / tier III cities with an aim to have a pan India presence. The Company has a robust technology platform built with an aim to enable end to end processing (from sourcing to disbursement to collections) of home loan applications.

MOHFL offers the following products and Services to its customers: • Home Loans (Builder purchase / Re-Sale) • Construction / Purchase –Re Finance • Home Extension Loans • Home Improvement Loans • Balance Transfer Loan • Loan Against Property • Top up loan on existing Home Loan

MOHFL has tie ups with builders / developers focussed on affordable housing and DSAs / Channel Partners / Referral Partners and Connectors thereby constituting a strong sourcing network. The Company has also empanelled quality lawyers and technical valuers at the locations to have an independent view on the properties to be financed.

Details of branches:

MOHFL currently operates from 110 locations covering Maharashtra Mumbai (Virar, Kalyan, and Panvel), Akola, Nashik, Nagpur, Pune), Madhya Pradesh (Indore and Bhopal), Gujarat (Ahmedabad, Surat and Rajkot), Rajasthan, Chhatisgarh, Karnataka, AP/ Telangana & Tamil Nadu. The company does not have any subsidiaries. The company is acting through its office at 801-815, 8th floor, Tolstoy House, Tolstoy Road, New Delhi 110 001.

Brief particulars of the Chief Executive Officer of the Company:

Mr Vijay Goel is a CA (rank holder) and a Cost Accountant. He has worked with the Aditya Birla Group and Dawnay Day AV Financial Services. He joined MOFSL in 2006 and has been successful in turning around broking and wealth business for Motilal Oswal Group.

Brief summary of the business/activities of the Parent Company

Motilal Oswal Financial Services Ltd. (MOFSL) was founded in 1987 as a small sub-broking unit, with just 2 people

running the show. Focus on customer-first attitude, ethical and transparent business practices, respect for

professionalism, research-based value investing and implementation of cutting-edge technology have enabled us

to blossom into an over 5000 member team.

Today MOFSL is a well-diversified financial services firm offering a range of Financial products and services such

as Private Wealth Management, Retail Broking and Distribution, Institutional Broking, Asset Management,

Investment Banking, Private Equity, Commodity Broking, Currency Broking, and Home Finance.

MOFSL have a diversified client base that includes retail customers (including High Net worth Individuals), mutual

funds, foreign institutional investors, financial institutions and corporate clients. MOFSL have headquartered in

Mumbai and as of December 2018, had a network spread over 450 cities and towns comprising 2400+ Business

Locations operated by our Business Partners and us and 10,00,000+ customers.

MOFSL consistent efforts towards quality equity research have reflected in an increase in the ratings and rankings

across various categories in the Asia Money Brokers Poll over the years. MOFSL have also been awarded the Best

Performing Equity Broker (National) at the CNBC TV18 Financial Advisor Awards for six years in a row.


16

4.5 Key Operational and Financial Parameters for the last 3 Audited years (on a Standalone Basis)

Parameters Up to latest FY 2019-20 FY 2018-19 FY 2017-18

Net worth 8,673,853,879 8,266,053,720 7,60,67,25,983

Total Debt 29,48,24,90,342 35,86,66,42,587 39,56,56,10,204

of which – Non-Current Maturities

of Long-Term Borrowing 24,57,00,90,342 26,01,58,06,732

30,76,30,95,474

- Current Maturities of Long-Term

Borrowing 4,91,77,15,642 9,62,00,00,000

8,47,84,54,934

Short Term Borrowing -53,15,642 23,08,35,855 32,40,59,796

Net Fixed Assets 130,473,670 109,844,774 11,04,02,942

Non-Current Assets 36,427,761,707 42,569,035,073 46,626,283,706

Cash and Cash Equivalents 1,16,18,82,137 82,55,47,136 87,61,46,397

Current Investments 0 50,63,81,148 0

Current Assets 2,446,166,984 3,111,786,704 2,920,743,208

Current Liabilities 5,457,050,600 11,607,064,050 11,657,867,797

Assets Under Management 36,708,735,452 43,881,081,889 48,415,458,973

Off Balance Sheet Assets 0 0 0

Interest Income 5,636,686,057 6,285,769,691 6,33,28,12,700

Interest Expense 3,432,563,737 4,040,645,741 4,10,20,19,134

Provisioning & Write-offs 766,468,476 3,523,166,020 1,37,17,88,975

PAT 390,776,735 (1,368,825,606) 19,21,33,925

Gross NPA (%) 1.81% 9.29% 5.48%

Net NPA (%) 1.36% 7.18% 4.48%

Tier I Capital Adequacy Ratio (%) 46.41% 27.46% 35.52%

Tier II Capital Adequacy Ratio (%) 1.17% 1.74% 2.26%

The following table sets forth, as of the dates indicated, data regarding our NPAs/Stage 3 and Capital Adequacy Ratios

Particulars

As at and for the

financial year

ended March

31, 2020

(As per Ind AS)

As at and for the

financial year

ended March

31, 2019

(As per Ind AS)

As at and for the

financial year

ended March

31, 2018

(As per Ind AS)

Net worth* 8,67,38,53,879 8,26,60,53,720 7,60,67,25,983

Equity 6,01,30,37,765 6,00,86,92,515 5,20,65,70,515

Other Equity 2,66,08,16,114 2,25,73,61,205 2,40,01,55,468

Total Borrowings of which

Debt Securities 15,08,46,38,683 19,86,11,00,798 20,35,15,72,120

Borrowings (Other than debt securities) 14,39,78,51,659 15,50,55,41,789 18,71,40,38,084

Deposits 0 0 0

Subordinated Liabilities 0 50,00,00,000 50,00,00,000

Property, Plant, Equipment 13,04,73,670 10,98,44,774 11,04,02,942

Other Intagible Assets 2,88,55,997 3,20,46,419 2,23,57,169

Financial Assets 37,58,08,89,201 44,05,95,18,086 48,70,35,55,919

Non-Financial Assets 1,29,30,39,490 1,62,13,03,691 84,34,70,996

Cash & Equivalents 1,13,42,26,728 79,96,62,881 84,84,68,220

Bank Balance other than Cash and cash equivalents 2,76,55,409 2,58,84,255 2,76,78,177

Financial Liabilities 30,13,93,09,451 37,35,82,58,514 41,87,74,71,756

Non-Financial Liabilities 6,07,65,361 5,65,09,543 6,28,29,176

Asset Under Management as per Ind AS 36,70,87,35,452 43,88,10,81,889 48,41,54,58,973

Off Balance Sheet assets as per Ind AS 0 0 0

Total Income (including exceptional items) 5,76,44,00,960 6,48,41,36,971 6,70,75,20,602

Interest Income 5,63,66,86,057 6,28,57,69,691 6,33,28,12,700

Finance Costs 3,43,25,63,737 4,04,06,45,741 4,10,20,19,134

Impairment on financial instruments -1,31,67,54,986 62,47,84,646 65,65,35,326

Profit for the period 39,07,76,735 -1,36,88,25,606 19,21,33,925

Total Comprehensive Income 39,81,13,827 -1,35,70,53,094 20,11,25,321


17

Particulars

As at and for the

financial year

ended March

31, 2020

(As per Ind AS)

As at and for

the financial

year ended

March 31, 2019

(As per Ind AS)

As at and for

the financial

year ended

March 31, 2018

(As per Ind AS)

Gross Stage 3 Assets 66,06,86,061 3,95,98,76,954 2,19,90,13,844

Stage 3 provision 16,50,65,139 98,92,52,568 48,30,36,398

Stage 3 provision percentage 23.50% 22.50% 18.30%

Stage 3 Asset net of Stage 3 Provision 49,56,20,922 2,97,06,24,387 1,71,59,77,446

Total Loan Assets as per Ind AS (gross of

Provisions) 36,70,87,35,452 43,88,10,81,889 48,41,54,58,973

Net Loan Assets as per Ind AS (Net of Provisions) 36,27,54,09,358 42,13,10,00,807 47,29,01,62,536

Stage 3 Assets as a percentage of Loan Book As per

Ind AS (%) 1.81% 9.29% 5.48%

Stage 3 Asset net of Stage 3 Provision as a

percentage of Loan Book as per Ind AS (%) 1.36% 7.18% 4.48%

Tier I Capital Adequacy Ratio (per cent.) 46.41% 27.46% 35.52%

Tier II Capital Adequacy Ratio (per cent.) 1.17% 1.74% 2.26%

4.6 Gross Debt: Equity Ratio of the Company

Before the issue of debt securities 3.19

After the issue of debt securities 3.28

Calculations

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

(Rs in Crores)

Debt 2,813.82

Equity 881.80

Debt/Equity 3.19

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

(Rs in Crores)

Debt 2,888.82

Equity 881.80

Debt/Equity 3.28

Net Debt represents the Total Debt securities and Borrowings, as reduced by cash and cash equivalents and other

liquid Investments as per provisional Financial Statements as on 30th Jun 2020

Equity represents the Total equity and reserves as disclosed as per provisional Financial Statements as on 30th

Jun 2020

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

4.8 Brief history of the company since its incorporation giving details of the following activities

a. Details of Share Capital as on June 30, 2020

Share Capital Rs. in Crores

Authorized Capital

10,00,00,00,000 Equity Shares of Re. 1/- each 1000

Total 1000

Issued, Subscribed and Paid Up Capital

601,33,97,765 Fully Paid- up Equity Shares of Re. 1/- each 601.34

Total 601.34

Note: After the Private Placement of Non-Convertible Debenture, there will be no change in the capital structure, i.e.

the Issued, subscribed and paid up capital and share premium account, of the Company.

b. Changes in its capital structure as on June 30, 2020 for the last five years:


18

At the time of Incorporation – Rs. 20 crores (October 1, 2013)

Date of Change (AGM/EGM) Increased

From To

July 18, 2014 Rs. 20 crores Rs. 100 crores

March 12, 2015 Rs. 100 crores Rs. 200 crores

April 13, 2015 Rs. 200 crores Rs. 210 crores

December 15, 2015 Rs. 210 crores Rs. 310 crores

May 23, 2016 Rs. 310 crores Rs. 550 crores

February 23, 2017 Rs. 550 crores Rs. 1000 crores

c. Equity Share Capital History of the Company as on June 30, 2020, for the last five years:

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Consideration

(in cash)

Nature of

Allotment

Cumulative

Remarks No. of

equity

Shares

Equity

Share

Capital

(Rs.)

Equity Share

Premium

(Rs.)

14/10/2013 15000000 10 10 150000000 Subscription 15000000 150000000 - N/A

28/08/2013 15000000 10 10 150000000 Right issue 30000000 300000000 - N/A

24/09/2014 20000000 10 10 200000000 Right issue 50000000 500000000 - N/A

09/10/2014 10000000 10 10 100000000 Right issue 60000000 600000000 - N/A

11/11/2014 10000000 10 10 100000000 Right issue 70000000 700000000 - N/A

04/12/2014 15000000 10 10 150000000 Right issue 85000000 850000000 - N/A

19/03/2015 15000000 10 10 150000000 Right issue 100000000 1000000000 - N/A

27/03/2015 100000000 10 10 1000000000 Right issue 200000000 2000000000 - N/A

4/6/2015 2500000 10 10 25000000 Preferential

issue 202500000 2025000000 - N/A

31/12/2015 53856382 10 10.13 545565150 Right issue 256356382 2563563820 7001330 N/A

16/02/2016 49360297 10 10.13 500019809 Right issue 305716679 3057166790 13418169 N/A

14/06/2016 89142699 10 11.41 1017118196 Right issue 394859378 3948593780 139109375 N/A

30/08/2016 87642525 10 11.41 1000001210.25 Right issue 482501903 4825019030 262685334.11 N/A

27/05/2017 8610000 1 1 8610000 ESOP 4833629030 4833629030 262685334.11 Split of

shares

14/08/2017 172413793 1 5.80 1000000000 Preferential

issue 5006042823 5006042823 1090271540.51 N/A

14/08/2017 7890000 1 1 7890000 ESOP 5013932823 5013932823 1090271540.51 N/A

07/03/2018 330000 1 1 330000 ESOP 5014262823 5014262823 1090271540.51 N/A

28/03/2018 192307692 1 2.6 500000000 Preferential

issue 5206570515 5206570515 1397963847.71 N/A

30/11/2018 400000000 1 2.5 1000000000 Preferential

issue 5606570515 5606570515 1997963847.71 N/A

14/12/2018 1532500 1 1.6 2452000 ESOP 5608103015 5608103015 1998883347.71 N/A

31/12/2018 400000000 1 2.5 1000000000 Preferential

issue 6008103015 6008103015 2598883347.71 N/A

08/02/2019 589500 1 1.60 943200 ESOP 6008692515 6008692515 2599237047.71 N/A

24/04/2019 425000 1 1.60 680000 ESOP 6009117515 6009117515 2599492047.71 N/A

27/06/2019 130000 1 1.60 208000 ESOP 6009247515 6009247515 2599570047.71 N/A

27/06/2019 80000 1 1 80000 ESOP 6009327515 6009327515 2599570047.71 N/A

08/08/2019 85000 1 1.60 136000 ESOP 6009412515 6009412515 2599621047.71 N/A

03/10/2019 2343750 1 1.60 3750000 ESOP 6011756265 6011756265 2601027297.71 N/A

02/12/2019 560000 1 1 560000 ESOP 6012316265 6012316265 2601027297.71 N/A

02/12/2019 526500 1 1.60 842400 ESOP 6012842765 6012842765 2601343197.71 N/A

29/01/2020 195000 1 1.60 312000 ESOP 6013037765 6013037765 2601460197.71 N/A

30/06/2020 360000 1 1.60 576000 ESOP 6013397765 6013397765 2601676197.71 N/A

d. Details of any Acquisition or Amalgamation in the last 1 year:

Nil

e. Details of any Reorganization or Reconstruction in the last 1 year:

Nil

4.9 Details of the Shareholding of the Company as on the latest quarter end


19

a. Shareholding pattern of the Company as on June 30, 2020:

Sr.

No. Particulars

Total Number

of shares

Number of

shares held

in Demat

Form

Number of

shares held

in Physical

Form

Total no. of

shareholding

s as a % of

total no of Eq.

shares

(A) Shareholding of Promoter

and Promoter Group

(1) Indian

Individuals / Hindu Undivided

Family 20 20 0 0.00

Bodies Corporate 5,88,89,20,465 5,88,89,20,465 0 97.93

Any Others (Specify) Persons

Acting in Concert 0 0 0 0.00

Trusts 0 0 0 0.00

ESOP / ESOS 0 0 0 0.00

Sub Total 0 0 0 0.00

(2) Foreign 0 0 0 0.00

Total shareholding of

Promoter and Promoter

Group (A)

5,88,89,20,485 5,88,89,20,485 0 97.93

(B) Public Shareholding

(1) Institutions

Mutual Funds / UTI 0 0 0 0.00

Alternate Investment Funds 0 0 0 0.00

Financial Institutions / Banks 0 0 0 0.00

Insurance Companies 0 0 0 0.00

Foreign Institutional Investors 0 0 0 0.00

Foreign Portfolio Investors 0 0 0 0.00


(2) Non-Institutions

Bodies Corporate 3,67,103 3,67,103 0 0.01

Individuals

Individual shareholders

holding nominal share capital

up to Rs. 1 lakhs.

1,88,40,654 17,610,644 12,30,010 0.31



in excess of Rs. 1 lakhs.

9,56,51,560 8,17,01,560 1,39,50,000 1.59

NBFCs registered with RBI 0 0 0 0.00

Any Other (Specify)

Trusts 90,57,250 90,57,250 0 0.15

HUF 4,60,713 4,60,713 0 0.01

NRI 75000 75000 0 0.00

Clearing Member 0 0 0 0.00

NRN 25,000 25,000 0 0.00

Sub Total 12,44,77,280 10,92,97,270 1,51,80,010 2.07

Total Public shareholding (B) 12,44,77,280 10,92,97,270 1,51,80,010 2.07

(C) Shares held by Custodians

and against which

Depository Receipts have

been issued

0 0 0 0.00

(1) Promoter and Promoter Group 0 0 0 0

(2) Public 0 0 0 0

Sub Total 0 0 0 0

Total (A)+(B)+(C) 6,01,33,97,765 5,99,82,17,755 1,51,80,010 100.00

Note: Shares pledged or encumbered by the promoters (if any) – Nil

b. List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. Jun 30, 2020:


20

Sl. Name of shareholder Total no of

equity shares

Total

shareholding as

on % of total no

of shares

No. of shares

in demat form

1 Motilal Oswal Financial Services Limited 4,83,62,67,897 80.42 4,83,62,67,897

2 Motilal Oswal Finvest Limited 60,00,00,000 9.98 60,00,00,000

3 Motilal Oswal Investment Advisors Limited 26,03,44,836 4.33 26,03,44,836

4 Motilal Oswal Wealth Management Limited 19,23,07,702 3.20 19,23,07,702

5 Mr. Navin Agarwal 650,00,010 1.08 650,00,010

6 Like Minded Wealth Creation Trust 90,47,250 0.15 90,47,250

7 Mr. Anil Krishanan 50,00,000 0.08 50,00,000

8 Mr. Satish Kotian 42,00,000 0.07 42,00,000

9 Mr. Kalpesh Ojha 24,00,000 0.04 24,00,000

10 Mr. Uttam C Jain 16,25,000 0.03 16,25,000

4.10 Following details regarding the directors of the company:

a. Details of the Current Directors of the Company

Name, Designation and

DIN

Age

(Yrs)

Address Director

since

List of other directorships

Mr. Motilal Oswal

Chairman & Non-Executive

Director

DIN: 00024503

58 10, Mount Unique,

Peddar Road,

Mumbai - 400 026

01.10.2013 • MOPE Investment Advisors Private

Limited

• Motilal Oswal Investment Advisors

Limited

• Motilal Oswal Financial Services

Limited

• Motilal Oswal Foundation

• Motilal Oswal Real Estate Investment

Advisors Private Limited


Advisors II Private Limited

• Passionate Investment Management

Private Limited

• Motilal Oswal Capital Limited

Mr. Raamdeo Agarawal

Non-Executive Director

DIN: 00024533

63 218, 18 Floor

Samudra Mahal, Dr.

Annie Besant Road,

Mumbai – 400018

01.10.2013 • Glide Tech Investment Advisory

Private Limited


Advisors Private Limited


• Motilal Oswal Asset Management

Company Limited

• MOPE Investment Advisors Private

Limited


Limited


Limited

• Passionate Investment Management

Private Limited

Mr. Navin Agarwal


DIN: 00024561

49 A-1-2702, Floor-27,

Plot-1052/56, A1

Wing, Sumer Trinity

No 1, Nagusayaji

wadi, Prabhadevi,

Mumbai - 400025

26.03.2018 • Motilal Oswal Financial Services

Limited


Limited


Advisors II Private Limited

• Motilal Oswal Finvest Limited


Mr. Sanjaya Kulkarni

Independent Director

DIN: 00102575

71 A/12,Technocrat

Society, Twin

Tower Lane,

Prabhadevi,

Mumbai - 400025

15.01.2016 • Indian Direct Equity Advisors Private

Limited

• Time Technoplast Limited

• Supreme Treon Private Limited

• TPL Plastech Limited

• NED Energy Limited

• Agro Tech Foods Limited


21

Name, Designation and

DIN

Age

(Yrs)

Address Director

since


Mrs. Rekha Shah


DIN: 07072417

54 Flat 10, Plot 409,

Jolly Bhavan, 1B

Jolly Friends CHS,

15th Road, TPS III,

Bandra (West),

Mumbai – 400050


Limited


Company Limited

• Analyze N Control Private Limited

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

default list, if any. – None of the Directors of the Company are appearing on the RBI/NHB/ECGC defaulters list.

b. Details of change in directors since last three years:

Name, designation and DIN Date of appointment/

resignation

Director of the Company since

(in case of resignation) Remarks

Mr. Navin Agarwal


DIN: 00024561

26.03.2018 N.A. Appointment

Mr. Anil Sachidanand

Managing Director & Chief

Executive Officer

DIN: 02698182

17.08.2018 01.10.2013 Resignation

Mr. Sanjay Athalye

Managing Director & Chief

Executive Officer

DIN: 07650678

02.08.2019 17.09.2018 Resignation

Mrs. Rekha Shah


DIN: 07072417

30.10.2018 N.A. Appointment

Mr. Hemant Kaul


DIN: 00551588

15.02.2019 10.10.2015 Resignation

Mr. Gautam Bhagat


DIN: 00021512

10.05.2019 02.11.2017 Resignation

Mrs. Smita Gune


DIN: 02640560

16.04.2020 16.10.2015 Resignation

4.11 Following details regarding the auditors of the Company:

a. Details of the auditor of the Company:

Name Address Date of

appointment Remarks

Walker

Chandiok & Co.

LLP

16th Floor, Tower II, Indiabulls

Finance Centre, S B Marg,

Elphinstone (W), Mumbai –

400013

July 11, 2019 Appointed for a period of 5 years from the

conclusion of 6th AGM held on July 11,

2019 till the conclusion of 11th AGM to be

held in 2024

b. Details of change in auditor since last three years:

Name Address

Date of

appointment/

Resignation

Auditor of the

Company

since

(in case of

resignation)

Remarks (viz. reasons for

change etc)

BSR & Co. LLP Lodha Excelus, 5th Floor,

Apollo Mills Compound, N.

M. Joshi Marg, Mahalaxmi,

Mumbai – 400011

July 11, 2019 August 9, 2014 Resignation due to

completion of tenure of 5

years

4.12 Details of borrowings of the company, as on the latest quarter end:


22

a. Details of Secured Loan Facilities as on Jun 30, 2020

(Rs. in Crores)

Sr.

No.

Bank / Financial

Institutions / Lender

Type of

Facilities

Sanction

amount (in

crs.)

Outstanding /

Availed (in

crs.)

Security

Cover

(times)

Last

Repayment

date

1 Axis Bank-II Term Loan 30.00 3.09 1.20 12-Feb-21

2 AXIS BANK-III Term Loan 40.00 16.47 1.20 24-Jan-22

3 AXIS BANK-IV Term Loan 50.00 50.00 1.20 31-Dec-24

4 Bajaj Finance-I Term Loan 50.00 8.33 1.10 31-Oct-20

5 Bank of Baroda-I Term Loan 50.00 32.14 1.25 30-Dec-24

6 Bank of India-NPSL Term Loan 50.00 36.11 1.25 30-Dec-26

7 Bank of India-PSL Term Loan 50.00 36.11 1.25 30-Dec-26

8 Bank of Maharashtra-I Term Loan 50.00 24.94 1.15 30-Dec-23

9 Bank of Maharashtra-II Term Loan 100.00 75.01 1.15 28-Sep-25

10 Canara Bank-I Term Loan 25.00 11.25 1.25 31-Jul-22

11 DCB Bank-III Term Loan 25.00 7.50 1.10 31-Dec-21

12 Dena Bank-I Term Loan 100.00 77.08 1.25 31-Aug-29

13 HDFC Bank-III Term Loan 60.00 24.00 1.25 05-Apr-22

14 HDFC Bank-IV Term Loan 40.00 25.00 1.25 05-Apr-25

15 ICICI Bank - I Term Loan 200.00 187.50 1.10 28-Mar-24

16 ICICI Bank - II Term Loan 185.00 185.00 1.10 28-Nov-24

17 IDBI Bank-I Term Loan 25.00 9.82 1.18 03-Feb-23

18 IDBI Bank-II Term Loan 50.00 28.57 1.18 30-Jun-24

19 Indian Overseas Bank-I Term Loan 25.00 19.44 1.25 30-Jun-27

20 IndusInd Bank-II Term Loan 15.00 1.88 1.20 31-Dec-20

21 IndusInd Bank-III Term Loan 100.00 67.86 1.20 30-Mar-25

22 Karnataka Bank-I Term Loan 15.00 9.17 1.20 30-Dec-25

23 Karnataka Bank-II Term Loan 15.00 9.59 1.20 30-Mar-26

24 Oriental Bank of

Commerce-I Term Loan 25.00 6.25 1.15 30-Sep-21

25 Oriental Bank of

Commerce-II Term Loan 25.00 16.25 1.15 31-Jul-23

26 Punjab National Bank-I Term Loan 50.00 26.79 1.33 31-Mar-24

27 Punjab National Bank-II Term Loan 100.00 60.71 1.25 30-Sep-24

28 RBL Bank-II Term Loan 50.00 25.00 1.20 27-Jun-22

29 SBM Bank (Mauritius)

Ltd-I Term Loan 25.00 6.25 1.00 21-Sep-21

30 SBM Bank (Mauritius)

Ltd-II Term Loan 25.00 10.00 1.11 18-Jun-22

31 South Indian Bank-I Term Loan 25.00 5.00 1.18 06-Apr-21

32 State Bank of India-I Term Loan 50.00 21.52 1.25 30-Jun-23

33 State Bank of India-II Term Loan 250.00 142.84 1.25 30-Jun-24

34 Syndicate Bank-NPSL Term Loan 25.00 17.71 1.20 30-Sep-24

35 Syndicate Bank-PSL Term Loan 25.00 20.14 1.20 31-Dec-27

36 Union Bank of India-I Term Loan 25.00 3.75 1.33 31-Mar-21

37 United Bank of India-I Term Loan 20.00 11.67 1.20 31-Dec-23

38 Vijaya Bank-I Term Loan 25.00 4.69 1.15 30-Mar-21

39 Vijaya Bank-II Term Loan 15.00 10.18 1.11 31-Mar-25

40 National Housing Bank Term Loan 77.00 77.00 1.00 20-May-21

41 Axis Bank Cash Credit 25.00 0.00 1.20 NA

42 RBL Bank Cash Credit 25.00 0.00 1.20 NA

43 ICICI Bank Cash Credit 15.00 0.00 1.10 NA

Total 2,252.00 1,411.61


23

b. Details of Unsecured Loan Facilities as on Jun 30, 2020

Lender’s Name Type of Facility Amount

Sanctioned

Principal

Amount O/s

Repayment

Date/Schedule

Nil

c. Details of Non-convertible debentures as on Jun 30, 2020

(Rs. in Crores)

Sr

No. ISIN number

Tenor/

Period

of

Maturity

Amount

issued

Amount

O/s

Date of

Allotm

ent

Redemp

tion

Date

Credit

Rating

Secured

/Unsecured

Security

Cover

1 INE658R08057 5.00 50.00 15.00 28-Apr-

16

28-Apr-

21

ICRA

A+/Stable Unsecured NA

2 INE658R07125 6.80 99.70 99.70 27-Jul-

16

15-May-

23

ICRA

A+/Stable Secured 1.05

3 INE658R08123 9.99 50.00 50.00 09-Aug-

16

07-Aug-

26

ICRA

A+/Stable Unsecured NA

4 INE658R07257 5.00 250.00 241.50 24-Aug-

18

24-Aug-

23

CRISIL

AA- /

Stable

Secured 1.05

5 INE658R08149 5.00 200.00 200.00 28-Sep-

18

28-Sep-

23

CRISIL

AA- /

Stable

Unsecured NA

6 INE658R07265 6.00 25.00 25.00 19-Oct-

18

19-Oct-

24

CRISIL

AA- /

Stable

Secured 1.00

7 INE658R07281 4.99 300.00 300.00 29-Jan-

19

27-Jan-

24

ICRA AA

(SO)

/Stable

Secured 1.05

8 INE658R07356 2.99 200.00 200.00 26-

Mar-20

24-Mar-

23

CRISIL

AA- /

Stable

Secured 1.00

9 INE658R07372 3.00 25.00 25.00 22-Jun-

20

22-Jun-

23

CRISIL

AA- /

Stable

Secured 1.10

10 INE658R07380 2.99 50.00 50.00 25-Jun-

20

23-Jun-

23

CRISIL

AA- /

Stable

Secured 1.20

11 INE658R07398 3.00 50.00 50.00 29-Jun-

20

29-Jun-

23

CRISIL

AA- /

Stable

Secured 1.10

12 INE658R07273 2.50 10.90 10.90 31-Oct-

18

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

13 INE658R07273 2.46 4.32 4.32 15-

Nov-18

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

14 INE658R07273 2.42 11.18 11.18 28-

Nov-18

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

15 INE658R07273 2.40 4.24 4.24 07-Dec-

18

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

16 INE658R07273 2.36 15.61 15.61 21-Dec-

18

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

17 INE658R07273 2.33 10.98 10.98 02-Jan-

19

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

18 INE658R07273 2.31 6.72 6.72 09-Jan-

19

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00


24

19 INE658R07273 2.29 2.96 2.96 16-Jan-

19

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

20 INE658R07273 2.23 6.47 6.47 06-Feb-

19

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

21 INE658R07273 2.20 10.30 10.30 18-Feb-

19

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

22 INE658R07273 2.11 5.19 5.19 20-

Mar-19

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

23 INE658R07273 2.09 2.50 2.50 29-

Mar-19

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

24 INE658R07273 2.05 7.52 7.52 12-Apr-

19

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

25 INE658R07273 1.98 3.05 3.05 09-

May-19

30-Apr-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

26 INE658R07299 2.50 7.30 7.30 16-

May-19

16-Nov-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

27 INE658R07299 2.48 2.81 2.81 23-

May-19

16-Nov-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

28 INE658R07299 2.46 4.22 4.22 31-

May-19

16-Nov-

21

PP MLD

ICRA A+/

Stable

Secured 1.00

29 INE658R07307 2.50 7.00 7.00 27-Jun-

19

28-Dec-

21

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

30 INE658R07307 2.48 2.60 2.60 04-Jul-

19

28-Dec-

21

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

31 INE658R07307 2.46 5.62 5.62 11-Jul-

19

28-Dec-

21

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

32 INE658R07307 2.39 1.72 1.72 06-Aug-

19

28-Dec-

21

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

33 INE658R07307 2.33 3.15 3.15 28-Aug-

19

28-Dec-

21

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

34 INE658R07307 2.30 1.63 1.63 11-Sep-

19

28-Dec-

21

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

35 INE658R07307 2.28 3.27 3.27 19-Sep-

19

28-Dec-

21

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

36 INE658R07307 2.26 3.28 3.28 26-Sep-

19

28-Dec-

21

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

37 INE658R07315 1.24 28.60 28.60 19-Jul-

19

16-Oct-

20

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

38 INE658R07315 1.21 20.96 20.96 30-Jul-

19

16-Oct-

20

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

39 INE658R07315 1.19 31.44 31.44 06-Aug-

19

16-Oct-

20

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

40 INE658R07323 1.24 19.20 19.20 28-Aug-

19

26-Nov-

20

CRISIL PP

MLD AA-r

/Stable

Secured 1.00


25

41 INE658R07323 1.21 3.52 3.52 11-Sep-

19

26-Nov-

20

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

42 INE658R07323 1.19 4.23 3.22 19-Sep-

19

26-Nov-

20

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

43 INE658R07323 1.17 5.45 5.45 26-Sep-

19

26-Nov-

20

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

44 INE658R07331 2.51 7.90 7.90 15-

Nov-19

18-May-

22

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

45 INE658R07331 2.49 2.70 2.70 21-

Nov-19

18-May-

22

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

46 INE658R07331 2.47 7.22 7.22 29-

Nov-19

18-May-

22

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

47 INE658R07331 2.45 5.73 5.73 05-Dec-

19

18-May-

22

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

48 INE658R07331 2.43 2.01 2.01 12-Dec-

19

18-May-

22

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

49 INE658R07331 2.41 7.16 6.05 20-Dec-

19

18-May-

22

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

50 INE658R07331 2.39 1.92 1.92 27-Dec-

19

18-May-

22

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

51 INE658R07349 2.92 16.50 14.50 29-Jan-

20

29-Dec-

22

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

52 INE658R07349 2.88 9.84 9.84 13-Feb-

20

29-Dec-

22

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

53 INE658R07349 2.84 7.45 7.45 27-Feb-

20

29-Dec-

22

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

54 INE658R07349 2.82 6.66 6.66 06-

Mar-20

29-Dec-

22

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

55 INE658R07364 1.50 33.80 33.80 11-Jun-

20

10-Dec-

21

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

56 INE658R07364 1.48 29.85 29.85 18-Jun-

20

10-Dec-

21

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

57 INE658R07364 1.45 29.33 29.33 30-Jun-

20

10-Dec-

21

CRISIL PP

MLD AA-r

/Stable

Secured 1.00

Total 1,725.71 1,678.09


26

d. List of Top 10 Debenture Holders as on Jun 30, 2020

(Rs. in Crores)

Sr. No. Debenture Holder Amount outstanding

1 Franklin India Ultra Short Bond Fund 350.00

2 ICICI Prudential Ultra Short Term Fund 150.00

3 ICICI Prudential All Seasons Bond Fund 100.00

4 SBI Credit Risk Fund 100.00

5 International Finance Corporation 99.70

6 Franklin India Low Duration Fund 91.50

7 ICICI Prudential Balanced Advantage Fund 50.00

8 SBI Equity Hybrid Fund 50.00

9 SBI Magnum Medium Duration Fund 50.00

10 Baroda Credit Risk Fund 50.00

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. – - NIL

f. Details of Commercial Paper: The total Face Value of Commercial Papers Outstanding as on the latest quarter ended

on March 31, 2020 to be provided and its breakup in following table:

ISIN Issue Date Amount (Rs. In Crs) Maturity Date Rating

Nil

g. Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures /

Preference Shares) as on March 31, 2020: 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 :

As at the date of this Information Memorandum, the Issuer does not have any other borrowings other than as

already disclosed in this Information Memorandum.

4.13 Details of default, if any, including therein the amount involved, duration of default and present status, in

repayment of:

a) Statutory dues: - Nil

b) debentures and interest thereon; NIL

c) deposits and interest thereon; NIL

d) loan from any bank or financial institution and interest thereon. NIL

4.14 Details of Promoters of the Company as on June 30, 2020:

Name of Shareholder

Details of Shares held Encumbered Shares

No. of Equity

Shares held

No. of Shares

held in demat

form

Shareholding

as % of total

Equity

Shares

No. of

Shares

Pledged

% of Share

pledged

w.r.t. Shares

held

Motilal Oswal Financial

Services Limited 4,83,62,67,897 4,83,62,67,897 80.42

0 0.00

Motilal Oswal Finvest Ltd 60,00,00,000 60,00,00,000 9.98 0 0.00

Motilal Oswal Investment

Advisors Ltd 26,03,44,836 26,03,44,836 4.33 0 0.00

Motilal Oswal Wealth

Management Limited 19,23,07,702 19,23,07,702 3.20 0 0.00


27

Name of Shareholder

Details of Shares held Encumbered Shares

No. of Equity

Shares held

No. of Shares

held in demat

form

Shareholding

as % of total

Equity

Shares

No. of

Shares

Pledged

% of Share

pledged

w.r.t. Shares

held

Motilal Oswal Real Estate

Investment Advisors II Pvt

Ltd

10 10 0.00 0 0.00

Motilal Oswal Asset

Management Company Ltd 10 10 0.00 0 0.00

MOPE Investment Advisors

Pvt Ltd 10 10 0.00 0 0.00

Mr. Motilal Oswal 10 10 0.00 0 0.00

Mr. Raamdeo Agrawal 10 10 0.00 0 0.00

Total (A1+A2) 588,89,20,485 588,89,20,485 97.93 0 0.00

4.15 Abridged version of Audited Financial Information (like Profit & Loss statement, Balance Sheet and Cash Flow

statement) for at least last three years and auditor qualifications, if any*.

- Refer Annexure V

4.16 Abridged version of Latest Audited / Limited Review Half Yearly Financial Information (like Profit & Loss

statement, and Balance Sheet) and auditors’ qualifications, if any*.

- Refer Annexure V

* The Issuer undertakes that it shall provide latest Audited or Limited Review Financials in line with timelines as

mentioned in SEBI LODR Regulations as amended from time to time, for furnishing / publishing its half yearly/

annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest

annual report to the debenture trustee and the debenture trustee shall be obliged to share the details submitted

under this clause with all 'Qualified Institutional Buyers' (QIBs) and other existing debenture-holders within two

working days of their specific request.

4.17 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 having implications on the

financials/credit quality 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.

4.18 Name of the Debenture Trustee and Consent thereof

Beacon Trusteeship Limited has agreed to act as the trustees for and on behalf of the Debenture holder have given

their consent to the Company for their appointment as the trustee under regulation 4 (4) of the SEBI (Issue and Listing

of Debt Securities) Regulations, 2008, as amended from time to time and in all the subsequent periodical

communications sent to the holders of debt securities.

The consent letter of the trustee has been provided in Annexure II.

4.19 Rating Rationale Adopted by the Rating Agencies

The Debentures proposed to be issued by the Issuer have been rated by CRISIL Ratings Limited (“Rating Agency

/CRISIL). The Rating Agency assigned a rating of CRISIL PP-MLD AA-r /Stable [Pronounced CRISIL PP-MLD Double A

Minus r rating with Stable Outlook ’] in respect of the Debentures. Instruments with this rating are considered to offer

high degree of safety for timely servicing of debt obligations. Such instruments carry very low credit risk.

The rating letter has been provided in Annexure III of this Shelf Disclosure Document.

The Issuer /Investor reserves the right to obtain an additional credit rating at any time during the tenure of the

Debentures from any SEBI registered Credit Rating Agency for full or part of the issue size, as it may deem fit, which shall

be at least equivalent to the prevailing credit rating to the Issue.


28

Also the Issuer reserves the right to substitute the prevailing Credit Rating to the Issue, with a credit Rating which shall

be at least equivalent to the prevailing credit rating to the issue, by an alternative SEBI registered Credit Rating Agency,

for full or part of the issue size, subject to the prevailing relevant regulation/rules, etc.

4.20 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.

N.A.

4.21 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.

In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment(s), the Company

will pay penal interest of 1% p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment

till the listing of such debt securities to the investor.

4.22 Other Details

a) Debenture Redemption Reserve Creation:

As per Section 71 of the 2013 Act, any company that intends to issue debentures must create a debenture redemption

reserve to which adequate amounts shall be credited out of the profits of the company until the redemption of the

debentures. However, at present, under the Companies (Issuance of Share Capital and Debentures) Rules, 2014,

Housing Finance companies are exempt from this requirement in respect of privately placed debentures. Pursuant

to this exemption, the Company does not intend to create any reserve funds for the redemption of the Debentures.

b) Issue / Instrument specific regulations:

The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act, 2013 including

the notified rules thereunder, and the SEBI Debt Listing Regulations, the SEBI LODR Regulations whenever applicable.

c) Application process

The application process for the Issue is as provided in Section 7 of this Shelf Disclosure Document.

4.23 Issue Details

As provided for in the relevant Term Sheet/ Issue Addendum.

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

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 5.00 pm on working days.

Sl. Nature of Contract

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

2 Copy of the Board resolution dated April 27, 2020 authorizing the issue/offer of non-convertible

debentures;

3

Certified true copy of the special resolution passed by the Company at the Extra-Ordinary Meeting held

on May 25, 2017 authorizing the Company to borrow, upon such terms as the Board may think fit, upto

an aggregate amount of Rs 12,500 Crores;

4 Copies of Annual Reports of the Company for the last three financial years

5 Credit rating letter from the Rating Agency

6 Letter from Beacon Trusteeship Limited giving its consent to act as Debenture Trustee

7 Letter for Register and Transfer Agent

8 Certified true copy of the certificate of incorporation of the Company

9 Certified true copy of the tripartite agreement between the Company, the Registrar & Transfer Agent

and NSDL/CDSL


29

4.25 Details of Debt Securities Sought to be Issued

Under the purview of the current document, the Issuer intends to raise an amount upto Rs. 100,00,00,000/- (Rupees

One Hundred Crores only) by issue of Secured, Redeemable, Rated, Listed, Principal Protected Non-Convertible

Market Linked Debentures on a private placement basis in one or more tranches.

Please refer to Annexure I to this Shelf Disclosure Document for further details on the Issue.

4.26 Issue Size

Secured, Redeemable, Rated, Listed, Principal Protected Non-Convertible Market Linked Debentures Issue

aggregating upto Rs. 100,00,00,000/- (Rupees One Hundred Crore only),

4.27 Price at which the security is being offered

Each Debenture has face value of Rs. 10,00,000/- (Rupees Ten Lacs only) each.

4.28 Name and address of the valuer who performed valuation of the security offered

Latest and historical valuation for such securities shall be made available on the websites of issuer and valuer. The

Valuer will be a AMFI appointed agency/ credit rating agency appointed by the Issuer.

4.29 Underwriting

The present Issue of Debentures is on private placement basis and has not been underwritten.

4.30 Contribution being made by the promoters or directors either as part of the offer or separately in furtherance

of such objects

This being an Issue of NCDs, promoters or director’s contribution is not required.

4.31 Authority for the Placement

This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at

its meeting held on April 27, 2020 which has approved the placement of Debentures upto Rs 4000 Crores and special

resolution dated May 26, 2020 pursuant to section 42 of the Companies Act, 2013. The present issue of Rs. 75 Crores

is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies

Act, 2013, at the Extra- Ordinary Meeting of the shareholders of the Company held on May 25, 2017 giving their

consent to the borrowing by the Directors of the Company from time to time not exceeding Rs. 12500 Crores subject

to any restrictions imposed by the terms of the agreement entered into from time to time for grant of loans to the

Company of all monies deemed by them to be requisite or proper for the purpose of carrying on the business of the

Company.

4.32 Utilization of the Issue Proceeds

The Issuer shall utilize the moneys received towards subscription of the Debentures for on-lending purpose and for

regular business activities and 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 Issuer undertakes that proceeds of this Issue shall not be utilized for the following purposes as specified in the

NHB Master Circular including inter alia:

1) Bills discounted / rediscounted by HFCs, except for rediscounting of bills discounted by HFCs arising out of:

Commercial vehicles (including light commercial vehicles) and two wheeler and three wheeler vehicles,

subject to the following conditions: The bills should have been drawn by the manufacturer on dealers only;

The bills should represent genuine sale transactions as may be ascertained from the chassis / engine number

and; Before rediscounting the bills, the bona fides and track record of HFCs which have discounted the bills

would be verified.

2) Investments of HFCs both of current and long-term nature, in any company / entity by way of shares,

debentures, etc. However, Stock Broking Companies may be provided need-based credit against shares and

debentures held by them as stock-in-trade.

3) Unsecured loans / inter-corporate deposits by HFCs to / in any company.

4) All types of loans and advances by HFCs to their subsidiaries, group companies / entities.

5) Finance to HFCs for further lending to individuals for subscribing to Initial Public Offerings (IPO) and for

purchase of shares from secondary market


30

4.33 Principle Terms of Assets charged as Security

The outstanding debentures amount together with interest, default interest, remuneration of the Trustee, charges,

fees, expenses and all other monies dues from the Company shall be secured by:

• Exclusive charge via deed of hypothecation on the specific standard asset portfolio of receivables (“Company’s

Receivables”) to be executed between the Company and the Debenture Trustee as described below.

The Issuer undertakes:

1. Company’s Receivables must be standard

2. Company’s Receivables are existing at the time of selection, and have not been terminated or prepaid

3. Company’s Receivables should not have been restructured or rescheduled unless done as per the

instructions/guidance of Reserve Bank of India from time to time

4. Company’s Receivables are free from all Encumbrances and are not subject to any lien or charge;

5. All loans hypothecated under the deed of hypothecation should comply with NHB norms and guidelines.

6. The Company’s Specific Receivables being charged must comply with all extant ‘know your customer’ norms

specified by RBI;

7. The Company’s Receivables generated from lending to Issuer’s associate/s & subsidiary/s and/or Related Party

shall not be considered for asset cover calculation for this issuance. No drawing power for shall be provided for

Company’s Specific Receivables generated from the lending to Issuer’s associate/s /subsidiary/s/ Related Party.

The Company undertakes to maintain the Minimum-Security Cover on the outstanding NCD amount of the

Debentures along with interest thereon at all times during the tenure of the NCDs.

The Issuer shall maintain a Minimum-Security Cover of 1.25 times or such cover as specifically mentioned in the

respective Issue Addendum for each Series. In case of conflict between this Shelf Disclosure Document and the Issue

Addendum, the provisions as mentioned in the Issue Addendum for respective series shall prevail and override the

provisions mentioned elsewhere

The Company shall have option for providing additional /replacement of security at any time during the tenure of

the Debentures to ensure the Minimum-Security Cover as provided hereinabove in consultation with Debenture

Trustee.

The Debentures shall be secured by pari passu charge over immovable property being plot of the Company and an

exclusive first charge over identified receivables to the extent of 1.25 times of the Outstanding Amount under the

Debentures.

A debenture trust deed dated December 18, 2018 has been executed between the Issuer and the Debenture Trustee

i.e. Beacon Trusteeship Limited creating an upfront security on the immovable property being Plot No.28, measuring

an extent of 592 Square Feet, situated in land comprised in Survey No.209/2A2, in the layout named ‘Pranav Orchid”

situated at No.165, Venpakkam village, Kanchipuram Taluk, Kanchipuram District situated at Chennai, to the extent

of Rs. 1000 crore in favour of the Debenture Trustee to cover various issuances up to an aggregate amount of Rs.

1000 crore. The present Issue falls within said limit of Rs. 1000 crore and will be covered under the said debenture

trust deed. Security by way of first exclusive charge by hypothecation over receivables of the Company to the extent

of 1.25 times of the Outstanding Amount of the Debentures shall be created by the company within three months

from Issue closure date.

If the Issuer fails to execute the Deed of Hypothecation, then the Issuer shall, at the option of the Debenture Holders,

either (i) return the subscription amount with the agreed rate of interest or (ii) pay additional interest at the rate of

2% (Two Percent) per annum above the applicable Interest Rate on all amounts outstanding under the NCDs

(including the Outstanding Principal Amounts and any accrued interest) from the Deemed Date of Allotment until

such time the deed is executed and the conditions prescribed by Debenture Holders (if any) have been complied with.

4.34 Minimum Subscription

As the current Issue of NCDs is being made on private placement basis, the requirement of minimum subscription as

described in the SEBI Guidelines shall not be applicable and therefore the Company shall not be liable to refund the

Issue subscription(s)/proceed(s) in the event of the total Issue collection falling short of Issue size or certain

percentage of Issue size.

4.35 Right to Re-purchase and Re-issue the Debenture

The Company, subject to the prevailing guidelines, rules/regulations of Reserve Bank of India, the Securities and

Exchange Board of India and other Authorities, shall have the option from time to time to repurchase a part or all of


31

the Debentures from the secondary markets or otherwise, on prior mutual consent(s) from the debenture holder(s),

at any time prior to the date of maturity.

In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances

whatsoever, the Company shall have, and shall be deemed to have had, the power to reissue the Debenture either by

reissuing the same Debentures or by issuing other Debenture in their place.

Further the Company, in respect of such repurchased/redeemed Debenture shall have the power exercisable either

for a part or all of those Debenture, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and on

such terms and conditions as it may deem fit and as permitted by law.

4.36 Status of Debentures

The Debentures shall rank pari-passu inter se and without any preference or priority among themselves. Subject to

any obligations preferred by mandatory provisions of the law prevailing from time to time, the Debentures shall also,

as regards the principal amount of the Debentures, interest and all other monies in respect of the Debentures, rank

pari-passu with all other present and future holders of debentures issued by the Company in the same category.

4.37 Disclosure Clause

In the event of default in the repayment of the principal and/or interest on the NCDs on the due dates, the Debenture

Trustee and /or the Stock Exchanges and/or the Reserve Bank of India and/or SEBI will have an unqualified right to

disclose or publish the name of the Issuer and its directors as defaulter in such manner and through such medium as

the Debenture Trustee and /or the Stock Exchanges and/or the Reserve Bank of India and/or SEBI in their absolute

discretion may think fit. Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to

the Terms and Conditions to be incorporated in the Debenture Trust Deed and Debenture Trustee Agreement.

4.38 Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with

the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount

of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture

holders, provided that nothing in such consent or resolution shall be operative against the Company where such

consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable

to the Company.

4.39 Force Majeure Event

In case of happening of any force majeure event not limited to earthquake, fire, flood or other casualty or due to

strikes, riot, storms, explosions, acts of God, war, terrorism, economic crisis, political crises, changes in governmental

regulation, hostilities, riots, or a similar occurrence the Debenture holder shall have right but not and obligation to

accelerate the NCDs.

4.40 Conflict

In case of any repugnancy, inconsistency or where there is a conflict between the conditions/covenants as are

stipulated in this document and any transaction document/s to be executed by the Company, the provisions

mentioned in the respective Issue Addendum/ Term Sheet shall prevail and override the provisions mentioned

elsewhere.

4.41 Interpretation

The terms and conditions mentioned in this Shelf Disclosure Document are to be read and understood in conjunction

with the terms contained in the other transaction documents to be executed by the Company of this Issue.


32

SECTION 5: DISCLOSURES UNDER THE COMPANIES ACT, 2013

Form PAS-4

(Pursuant to Section 42 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014)

5.1 General Information:

A. Name, address, website and other contact details of the Company, indicating both registered office and the

Corporate office:

Issuer / Company : Motilal Oswal Home Finance Limited

Registered & Corporate Office : Motilal Oswal Tower, Rahimtullah, Sayani Road,

Opposite Parel ST Depot, Prabhadevi, Mumbai-

400025

Telephone No. : +91 22 5036 2408

Website : www.motilaloswalhf.com

Fax : +91 22 5036 2365

Contact Person : Mr. Jithesh Narayanan

Email : [email protected]

B. Date of incorporation of the Company : October 1, 2013

C. Business carried on by the Company and its subsidiaries with the details of branches or units, if any:

Please refer to paragraph 4.4 of Section 4 of this Shelf Disclosure Document.

D. Brief particulars of the management of the Company:

Board of Directors:

Sl. Name & Designation Brief Profile

1 Mr. Motilal Oswal

Chairman & Non-

Executive Director

Mr. Motilal Oswal is the Managing Director & CEO of Motilal Oswal Financial

Services Ltd. (MOFSL). He is a Chartered Accountant and started the business

along with co-promoter, Raamdeo Agrawal in 1987.Oswal has served on the

Governing Board of the BSE, Indian Merchant’s Chamber (IMC) and has also

served on various committees of BSE, NSE, SEBI and CDSL. He is the President

of the Jain International Trade Organization (JITO) and has been awarded the

Rashtriya Samman Patra by the Government of India for being amongst the

highest income tax payers in the country for a period of 5 years.

2 Mr. Raamdeo Agarawal


Mr. Raamdeo Agrawal is a Chartered Accountant and the Chairman of Motilal

Oswal Financial Services Limited (MOFSL). He is the man behind the strong

research capabilities at Motilal Oswal Financial Services Ltd. A keen believer

and practitioner of the QGLP philosophy, his wealth creation insights and

decades-rich experience have played a pivotal role in MOFSL, transforming it

from a small stock broking firm to a well-diversified financial services company.

Mr. Agrawal is an Associate of Institute of Chartered Accountants of India and

also a member of the National Committee on Capital Markets of the

Confederation of Indian Industry. He has received the “Rashtriya Samman

Patra” awarded by the Government of India for being amongst the highest

Income Tax payers in the country for a period of 5 years from FY95–FY99. He

was also conferred with the ‘Special contribution to Indian Capital Market

Award’ by Zee Business in 2011.

3 Mr. Navin Agarwal


Mr. Navin Agarwal is the Managing Director of Motilal Oswal Financial Services

Limited. He is responsible for the Institutional Broking & Investment Banking

Businesses and has been instrumental in building a market leading position in

the Institutional Broking business. Under his leadership, the firm has been

rated as The Best Indian Brokerage House by Asiamoney. Leveraging on the

dominant positioning in institutional business, he has also been instrumental

in building an Institutional Derivatives business when derivative products

were introduced in the Indian markets. As a member of the board, Mr Agarwal

believes in leveraging the core strengths of a strong brand, a vast distribution

network and unmatched research capabilities and has been closely involved in

strategizing and reviewing all the other business of the MOFSL. He started his

career as a Senior Analyst with Insight Asset Management in 1994. In the year

1996, he was appointed the Head of Research & subsequently took up the

additional responsibility of Portfolio Management in 1998. Mr. Navin Agarwal


33


is affiliated with prestigious organizations like Institute of Chartered

Accountants of India, Institute of Cost and Works Accountant of India, Institute

of Company Secretaries of India and CFA Institute, Virginia.

4 Mr. Sanjaya Kulkarni


Mr. Sanjaya Kulkarni is an engineer from IIT Mumbai and has done MBA from

IIM Ahmedabad. He has over 40 years of experience in banking and financial

services industry. He is presently an advisor and an investment committee

member of the private equity funds and the real estate funds of Motilal Oswal

group

5 Mrs. Rekha Shah


Ms. Rekha Shah is the founder of Analyze N Control, which is actively involved

in providing solutions w.r.t. Process Automation, Compliance, Surveillance and

AML Risk Management to the Broking Industry. She has done her Business

Management from one of the leading Business Schools of India, JBIMS (Jamnalal

Bajaj Institute of Management Studies). Further, she also holds a graduation

degree from Narsee Monjee College of Commerce and Economics, University of

Mumbai and possess an enriched experience of more than 18 years in Broking

Industry. She worked with various well-known Indian business houses like Tata

Group, Intermediaries such as Vadodara Stock Exchange, UTI Securities

(erstwhile), Kotak Securities, JM Morgan Stanley(erstwhile), etc. and has also

given training sessions.

Details of Core Management Team of the Company


1 Mr. Vijay Kumar Goel

Chief Executive Officer

Mr. Vijay Kumar Goel has over 24 years of experience in financial services. He

is a rank holder Chartered Accountant and also a qualified cost accountant. He

started his career as a management trainee with Birla Global Finance. He spent

11 years with Aditya Birla Group Financial Services where he worked with Birla

Global Finance, Birla Mutual Fund and Birla Sun Life Distribution Company. He

was the head of insurance distribution and mutual fund sales from 2002 to

2004. He then moved to lead the PCG and Direct Retail group of Birla Sun Life

Distribution. Before joining MOFSL in 2006, he was working with Dawnay Day

AV Financial Services as Sr. Vice President and Jt. Country Head for Distribution

and Equity Broking. Mr. Goel has earlier served MOFSL group as MD & CEO of

Broking & Distribution Business and also Private Wealth Management

Business.

2 Mr. Shalibhadra Shah

Chief Financial Officer

Mr. Shalibhadra Shah is the Chief Financial Officer of Motilal Oswal Financial

Services Ltd.

He is a qualified Chartered Accountant from Institute of Chartered Accountants

of India and Graduated from R.A. Podar College of Commerce & Economics.

He joined MOFSL in 2006. Prior to joining MOFSL, he was leading the Taxation

Role at an eminent CA Firm.

Shalibhadra is a Finance professional with 17 years of experience spanning the

entire gamut of Finance, Accounts, Taxation & Compliance.

Besides being a Finance professional, Shalibhadra spends his spare time in

Spiritual Development, Music & Enhancing Knowledge on Taxation.

3 Mr. Ritin Mawani

Company Secretary &

Compliance Officer

Mr. Ritin Mawani is associated with Motilal Oswal Financial Group since

September 2018. Before joining Motilal Oswal Group, he was associated with

L&T Financial Services, Shubhalakshmi Polyesters Limited and IRB

Infrastructure Developers Limited. He has a total work experience around 5

years. He is an Associate Member of the Institute of Company Secretaries of

India since 2017. He is also a commerce graduate from the University of

Mumbai.

E. Name, address, DIN and occupations of the directors:

Name, Designation

and DIN

Age

(Years)

Address Director

since


Mr. Motilal Oswal

Chairman & Non-

Executive Director

58 10, Mount

Unique, Peddar

Road, Mumbai -

400 026

01.10.2013 • MOPE Investment Advisors Private

Limited


34

Name, Designation

and DIN

Age

(Years)

Address Director

since


00024503 • Motilal Oswal Investment Advisors

Limited


Limited


• Motilal Oswal Real Estate

Investment Advisors Private

Limited


Investment Advisors II Private

Limited

• Passionate Investment

Management Private Limited


Mr. Raamdeo

Agarawal

Non-Executive

Director

00024533

63 218, 18 Floor

Samudra Mahal,

Dr. Annie Besant

Road, Mumbai –

400018

01.10.2013 • Glide Tech Investment Advisory

Private Limited


Investment Advisors Private

Limited



Company Limited

• MOPE Investment Advisors Private

Limited


Limited


Limited

• Passionate Investment

Management Private Limited

Mr. Navin Agarwal

Non-Executive

Director

00024561

49 A-1-2702, Floor-

27, Plot-

1052/56, A1

Wing, Sumer

Trinity No 1,

Nagusayaji wadi,

Prabhadevi,

Mumbai –

400025


Limited


Limited


Investment Advisors II Private

Limited

• Motilal Oswal Finvest Limited


Mr. Sanjaya

Kulkarni

Independent

Director

00102575

71 A/12,Technocrat

Society, Twin

Tower Lane,

Prabhadevi,

Mumbai –

400025

15.01.2016 • Indian Direct Equity Advisors

Private Limited

• Time Technoplast Limited

• Supreme Treon Private Limited

• TPL Plastech Limited

• NED Energy Limited

• Agro Tech Foods Limited

Mrs. Rekha Shah

Independent

Director

07072417

54 Flat 10, Plot 409,

Jolly Bhavan, 1B

Jolly Friends

CHS, 15th Road,

TPS III, Bandra

(West), Mumbai

– 400050

30.10. 2018 • Motilal Oswal Financial Services

Limited


Company Limited

• Analyze N Control Private Limited

Management perception of Risk Factors:

Please refer to Section 3 of this Information Memorandum.

F. Details of defaults, if any, including the amounts involved, duration of default, and present status, in

repayment of:

i. Statutory Dues Duly Paid

ii. Debenture and interest thereon Duly Paid


35

iii. Deposits and interest thereon N.A.

iv. Loans from banks and financial institutions and interest

thereon

Duly Paid

G. Name, designation, address and phone number, email ID of the nodal / compliance officer of the Company,

if any, for the Issue:

Name: Mr. Ritin Mawani

Designation: Company Secretary & Compliance Officer

Phone No.: +91 22 71934101

Email ID: [email protected]

Address: Motilal Oswal Tower, Rahimtullah, Sayani Road,


H. Any default in annual filing of the Company under the Companies Act, 2013, or the rules made thereunder:

No default in annual filing.

5.2 Particulars of the Offer:

Financial position of the Company for

the last 3 financial years

Please refer to Annexure V

Date of passing of Board Resolution Board resolution dated April 27, 2020.

A copy of the said board resolution is annexed hereto and marked as Annexure

VIII

Date of passing of resolution in

general meeting, authorising the offer

of securities

The shareholders resolution under Section 42 of the Act is dated May 26, 2020

A copy of the said shareholders’ resolutions (under Section 42) is annexed

hereto and marked as Annexure IX

Kinds of securities offered (i.e.

whether share or debentures) and

class of security; the total number of

shares or other securities to be issued

Senior, Secured, Rated, Listed, Redeemable, Non-Convertible Debentures

Price at which the security is being

offered, including premium, if any,

along with justification of the price

Rs.10,00,000/- (Rupees Ten Lakh only) per Debenture, which is the face value

of each Debenture

Name and address of the valuer who

performed valuation of the security

offered, and basis on which the price

has been arrived at along with report

of the registered valuer

N.A.

Relevant date with reference to

which the price has been arrived at.

[Relevant Date means a date at least

30 days prior to the date on which the

general meeting of the Company is

scheduled to be held]

N.A.

The class or classes of persons to

whom the allotment is proposed to be

made

The following categories of investors, when specifically approached, are eligible

to apply for this private placement of Debentures

(a) Mutual Funds

(b) Non-banking financial companies

(c) Housing Finance Companies

(d) Provident Funds and Pension Funds

(e) Trust inclusive of public charitable trust subject to their investment

guidelines

(f) Corporates

(g) Banks

(h) Insurance Companies

(i) Investment holding companies of high net worth individuals

Any other person (not being an individual or a group of individuals) eligible to

invest in the Debentures

The proposed time within which the

allotment shall be completed

Please refer Annexure I

Intention of promoters, directors or

key managerial personnel to

subscribe to the offer (applicable in

N.A.


36

case they intend to subscribe to the

offer) [Not required in case of issue of

non-convertible debentures]

The names of the proposed allottees

and the percentage of post private

placement capital that may be held by

them

N.A.

The change in control, if any, in the

company that would occur

consequent to the private placement

No change in control would occur consequent to this private placement.

The number of persons to whom

allotment on preferential basis/

private placement / rights issue has

already been made during the year, in

terms of number of securities as well

as price

Nil

The justification for the allotment

proposed to be made for

consideration other than cash

together with valuation report of the

registered valuer

N.A

Amount, which the Company intends

to raise by way of proposed offer of

securities


Terms of raising securities Please refer Annexure I

Proposed time schedule for which the

offer letter is valid


Purpose and objects of the Offer Please refer Annexure I

Contribution being made by the

promoters or directors either as part

of the offer or separately in

furtherance of such objects

NIL

Principal terms of assets charged as

security, if applicable


The details of significant and material

orders passed by the Regulators,

Courts and Tribunals impacting the

going concern status of the company

and its future operations

None

The pre-issue and post-issue shareholding pattern of the Company in the following format:

There will be no change in shareholding pattern of the Company pursuant to the issue, as non-convertible debentures

are being issued in terms of this private placement offer cum application letter. Please find below the details:

Sr.

No. Particulars

Total Number

of shares

Number of

shares held in

Demat Form

Number of

shares held

in Physical

Form

Total no. of

shareholdings

as a % of total

no of Eq. shares

(A) Shareholding of Promoter

and Promoter Group

(1) Indian

Individuals / Hindu Undivided

Family 20 20 0 0.00

Bodies Corporate 5888920465 5888920465 0 97.93

Any Others (Specify) Persons

Acting in Concert 0 0 0

0.00

Trusts 0 0 0 0.00

ESOP / ESOS 0 0 0 0.00


(2) Foreign 0 0 0 0.00

Total shareholding of

Promoter and Promoter

Group (A)

5888920485 5888920485 0 97.93

(B) Public Shareholding

(1) Institutions

Mutual Funds / UTI 0 0 0 0.00


37

5.3 Mode of payment for subscription:

o Cheque

o Demand draft

o Other banking channels

5.4 Disclosure with regard to interest of directors, litigation, etc:

Any financial or other material interest of

the directors, promoters or key managerial

personnel in the offer and the effect of such

interest in so far as it is different from the

interests of other persons

NIL

Details of any litigation or legal action

pending or taken by any Ministry or

Department of the Government or a

statutory authority against any promoter of

the offeree Company during the last three

years immediately preceding the year of the

issue of the private placement offer cum

application letter and any direction issued

by such Ministry or Department or

statutory authority upon conclusion of such

litigation or legal action shall be disclosed

NIL

Remuneration of directors (during the

current year and last three financial years) Name of the Director

Remuneration

(in Rs.)

Year 2020-21* 1,30,000

Year 2019-20 67,07,895

Alternate Investment Funds 0 0 0 0.00

Financial Institutions / Banks 0 0 0 0.00

Insurance Companies 0 0 0 0.00

Foreign Institutional Investors 0 0 0 0.00

Foreign Portfolio Investors 0 0 0 0.00


(2) Non-Institutions

Bodies Corporate 3,67,103 3,67,103 0 0.01

Individuals



up to Rs. 1 lakhs.

1,88,40,654 17,610,644 12,30,010 0.31



in excess of Rs. 1 lakhs.

3,06,51,550 1,67,01,550 1,39,50,000 0.51

NBFCs registered with RBI 0 0 0 0.00

Any Other (Specify)

Directors and relatives 6,50,00,010 6,50,00,010 0 1.08

Trusts 90,57,250 90,57,250 0 0.15

HUF 4,60,713 4,60,713 0 0.01

NRI 75000 75000 0 0.00

Clearing Member 0 0 0 0.00

NRN 25,000 25,000 0 0.00

Sub Total 12,44,77,280 10,92,97,270 1,51,80,010 2.07

Total Public shareholding

(B) 12,44,77,280 10,92,97,270 1,51,80,010 2.07

(C) Shares held by Custodians

and against which

Depository Receipts have

been issued

0 0 0 0.00

(1) Promoter and Promoter Group 0 0 0 0

(2) Public 0 0 0 0

Sub Total 0 0 0 0

Total (A)+(B)+(C) 6,01,33,97,765 5,99,82,17,755 1,51,80,010 100.00


38

Year 2018-19 1,83,13,749

Year 2017-18 3,42,02,270

* Details upto May 2020

Related party transactions entered during

the last three financial years immediately

preceding the year of issue of private

placement offer cum application letter

including with regard to loans made or,

guarantees given or securities provided

Please refer to Annexure VI for the related party transactions for

the financial years 2017-18, 2018-2019 and 2019-20.

Summary of reservations or qualifications

or adverse remarks of auditors in the last

five financial years immediately preceding

the year of issue of private placement offer

cum application letter and of their impact

on the financial statements and financial

position of the Company and the corrective

steps taken and proposed to be taken by the

Company for each of the said reservations

or qualifications or adverse remark

None

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 issue of

private placement offer cum application

letter in the case of the Company and all of

its subsidiaries, and if there were any were

any prosecutions filed (whether pending or

not), fines imposed, compounding of

offences in the last three years immediately

preceding the year of the private placement

offer cum application letter and if so,

section-wise details thereof for the

Company and all of its subsidiaries

NIL

Details of acts of material frauds committed

against the Company in the last three years,

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

Company.

NIL

5.5 Financial Position of the Company:

The capital structure of the Company:

The authorised, issued, subscribed and

paid up capital (number of securities,

description and aggregate nominal value)

Sl.

No.

Particulars Amount

(in Rupees)

(i)

A Authorised Capital

(Consisting of 10,00,00,00,000 Equity

Shares of Re. 1/- each)

10,00,00,00,000

Issued, Subscribed and Paid up

Capital

(6,01,33,97,765 Fully Paid- up Equity

Shares of Re. 1/- each)

6,01,33,97,765

B Size of the Present offer Please Refer

Annexure I

C Paid up Capital (after the offer)

a. After the offer: 6,01,33,97,765

b. After the conversion of

Convertible Instruments

Not Applicable

D Share Premium Account (before the

offer)

2,60,78,70,192

Share Premium Account (after the

offer)

2,60,78,70,192


39

Details of the existing share capital of the Issuer:

Details of the existing share capital of the Issuer in a tabular form, indicating therein with regard to each

allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price

and the form of consideration:

Date of

Allotment

No. of

Equity

Shares

Face

Valu

e

(Rs.

)

Issu

e

Pric

e

(Rs.

)

Considerati

on (in

cash)

Nature of

Allotmen

t

Cumulative

Remar

ks No. of

equity

Shares

Equity

Share

Capital

(Rs.)

Equity

Share

Premium

(Rs.)

14/10/20

13

1500000

0 10 10 150000000

Subscripti

on 15000000

15000000

0 - N/A

28/08/20

13

1500000

0 10 10 150000000

Right

issue 30000000

30000000

0 - N/A

24/09/20

14

2000000

0 10 10 200000000

Right

issue 50000000

50000000

0 - N/A

09/10/20

14

1000000

0 10 10 100000000

Right

issue 60000000

60000000

0 - N/A

11/11/20

14

1000000

0 10 10 100000000

Right

issue 70000000

70000000

0 - N/A

04/12/20

14

1500000

0 10 10 150000000

Right

issue 85000000

85000000

0 - N/A

19/03/20

15

1500000

0 10 10 150000000

Right

issue

10000000

0

10000000

00 - N/A

27/03/20

15

1000000

00 10 10 1000000000

Right

issue

20000000

0

20000000

00 - N/A

4/6/2015 2500000 10 10 25000000 Preferenti

al issue

20250000

0

20250000

00 - N/A

31/12/20

15

5385638

2 10 10.13 545565150

Right

issue

25635638

2

25635638

20 7001330 N/A

16/02/20

16

4936029

7 10 10.13 500019809

Right

issue

30571667

9

30571667

90 13418169 N/A

14/06/20

16

8914269

9 10 11.41 1017118196

Right

issue

39485937

8

39485937

80 139109375 N/A

30/08/20

16

8764252

5 10 11.41

1000001210.

25

Right

issue

48250190

3

48250190

30

262685334.1

1 N/A

27/05/20

17 8610000 1 1 8610000 ESOP

48336290

30

48336290

30

262685334.1

1

Split of

shares

14/08/20

17

1724137

93 1 5.80 1000000000

Preferenti

al issue

50060428

23

50060428

23

1090271540.

51 N/A

14/08/20

17 7890000 1 1 7890000 ESOP

50139328

23

50139328

23

1090271540.

51 N/A

07/03/20

18 330000 1 1 330000 ESOP

50142628

23

50142628

23

1090271540.

51 N/A

28/03/20

18

1923076

92 1 2.6 500000000

Preferenti

al issue

52065705

15

52065705

15

1397963847.

71 N/A

30/11/20

18

4000000

00 1 2.5 1000000000

Preferenti

al issue

56065705

15

56065705

15

1997963847.

71 N/A

14/12/20

18 1532500

1 1.6 2452000 ESOP

56081030

15

56081030

15

1998883347.

71 N/A

31/12/20

18

4000000

00 1 2.5 1000000000

Preferenti

al issue

60081030

15

60081030

15

2598883347.

71 N/A

08/02/20

19 589500 1 1.60 943200 ESOP

60086925

15

60086925

15

2599237047.

71 N/A

24/04/20

19 425000 1 1.60 680000 ESOP

60091175

15

60091175

15

2599492047.

71 N/A

27/06/20

19 130000 1 1.60 208000 ESOP

60092475

15

60092475

15

2599570047.

71 N/A

27/06/20

19 80000 1 1 80000 ESOP

60093275

15

60093275

15

2599570047.

71 N/A


40

08/08/20

19 85000 1 1.60 136000 ESOP

60094125

15

60094125

15

2599621047.

71 N/A

03/10/20

19 2343750 1 1.60 3750000 ESOP

60117562

65

60117562

65

2601027297.

71 N/A

02/12/20

19 560000 1 1 560000 ESOP

60123162

65

60123162

65

2601027297.

71 N/A

02/12/20

19 526500 1 1.60 842400 ESOP

60128427

65

60128427

65

2601343197.

71 N/A

29/01/20

20

195000 1 1.60 312000 ESOP 60130377

65

60130377

65

2601460197.

71

N/A

30/06/20

20

360000 1 1.60 576000 ESOP 60133977

65

60133977

65

2601676197.

71

N/A

Number and price at which each of the

allotments were made in the last one year

preceding the date of the private

placement offer cum application letter

separately indicating the allotments made

for consideration other than cash and the

details of the consideration in each case

No Allotment was made for consideration other than cash

Profits of the Company, before and after

making provision for tax, for the three

financial years immediately preceding the

date of issue of the private placement offer

cum application letter

Particulars 2019-20

IndAS

2018-19

IndAS

2017-18

IGAAP

PBT 609,168,014 2,115,562,314 24,77,61,768

PAT 390,776,735 -1,368,825,606 19,2133,925

Dividends declared by the Company in

respect of the said three financial years;

interest coverage ratio for last three years

(cash profit after tax plus interest

paid/interest paid)

Particulars 2019-20

IndAS

2018-19

IndAS

2017-18

IndAS

Dividend N.A. N.A. N.A.

Interest

Coverage

1.13:1 0.67:1 1.06:1

A summary of the financial position of the

Company as in the three audited balance

sheets immediately preceding the date of

issue of private placement offer cum

application letter

Please refer to Annexure V below.

The audited financial information of the Issuer as disclosed has been

updated as of March 31, 2020

Audited Cash Flow Statement for the three

years immediately preceding the date of

issue of private placement offer cum

application letter

Please refer to Annexure V below.

Any change in accounting policies during

the last three years and their effect on the

profits and the reserves of the Company

Please refer Note 50 of the Annual report of March-19 as attached in

Annexure VII below, for details of effect on profits of the company.


41

APPLICANT’S DETAILS.

1. Name: __________________________

2. Father’s Name / Director Name: __________________________

3. Complete address including flat/ house number/ street, locality, pin code: __________________________

4. Phone number, if any: __________________________

5. Email ID, if any: __________________________

6. PAN: __________________________

7. Bank account details:

Bank Name: __________________________

IFSC Code: __________________________

Address: __________________________

Bank Account Number: __________________________

__________________________

Signature of the Applicant

__________________________

Initial of the officer of the Company designated to keep the record

DECLARATION

a. It is hereby declared that this Shelf Disclosure Document contains full disclosure in accordance with the

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

2008 as amended from time to time, the Companies Act, 2013 read with the Companies (Prospectus and

Allotment of Securities) Rules, 2014 and Housing Finance Companies issuance of Non-Convertible

Debentures on Private Placement Basis (NHB) Directions, 2014.

b. The Issuer also confirms that this Shelf Disclosure Document does not omit disclosure of any material fact,

which may make the statements made therein, in the light of the circumstances under which they are made,

misleading. The Shelf Disclosure Document also does not contain any false or misleading statement.

c. The Issuer accepts no responsibility for the statements made otherwise than in this Shelf Disclosure

Document or in any other material issued by or at the instance of the Issuer and that any one placing reliance

on any other source of information would be doing so at his own risk.


42

DECLARATION BY THE DIRECTORS THAT-

The Company and each of the directors of the Company hereby confirm and declare that:

a. the Company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder,

including the compliances in relation to making a private placement of the Debentures;

b. the compliance with the said Act and the rules made thereunder does not imply that payment of dividend or

interest or repayment of Debentures, if applicable, is guaranteed by the Central Government;

c. the monies received under the Issue shall be used only for the purposes and objects indicated in the private

placement offer cum application letter;

I am authorized by the Board of Directors of the Company vide resolution dated April 27, 2020 to sign this form on behalf of

the Directors of the Company and declare that all the requirements of Companies Act, 2013 and the rules made thereunder

in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in

this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of

this private placement offer letter has been suppressed or concealed and is as per the original records maintained by the

promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to

this form.

Date: July 29, 2020

Place: Mumbai


43

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 Beacon Trusteeship Ltd as the Debenture

Trustee (“Debenture Trustee Agreement”);

b. Debenture Trust Deed, which will set out the terms upon which the Debentures are being issued and shall include

the representations and warranties and the covenants to be provided by the Issuer and to secure its obligations in

respect of the Debentures (“Debenture Trust Deed”);

c. Deed of Hypothecation whereby the Issuer will create an exclusive charge by way of hypothecation over

Hypothecated Assets in favor of the Debenture Trustee to secure its obligations in respect of the Debentures (“Deed

of Hypothecation”);

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

6.2 Representations and Warranties

1. Utilization of proceeds of the Debentures

The Company shall utilize the moneys received towards subscription of the Debentures for the Purpose and

procure and furnish to the Debenture Trustee a certificate from the Company's auditors in respect of the utilization

of funds raised by the issue of the Debentures;

2. Representations and Warranties

The Company makes the representations and warranties set out in this Clause to the Debenture Trustee for the

benefit of the Debenture Holders on the date of this Shelf Disclosure Document, which representations shall be true

and valid and deemed to be repeated on each date until the Final Settlement Date.

a. Status

i. It is a Company, duly incorporated, registered and validly existing under Applicable Law.

ii. The Company has the corporate power, authority and all material permit, 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 is in compliance with applicable Law for the performance of its obligations with respect to

this Issue.

iv. The Company represents that all consents, and actions of, filings with and notices to any Governmental

Authority as may be required to be obtained by the Company in connection with the Issue has been

obtained and is in full force and effect.

b. Binding obligations

The obligations expressed to be assumed by it under the Transaction Documents are legal, valid, binding and

enforceable obligations.

c. Non-conflict with other obligations

The entry into and performance by it off, the transactions contemplated by the Transaction Documents do not and

will not conflict with:

i. any Law or regulation applicable to it;

ii. its Constitutional Documents; or

iii. any agreement or instrument binding upon it or any of its Assets.

d. Power and authority

It has the power to issue the Debentures and enter into, perform and deliver, and has taken all necessary action to

authorize its entry into, performance and delivery of, the Transaction Documents to which it is a party and the

transactions contemplated by those Transaction Documents.

e. Validity and admissibility in evidence

All approvals, authorizations, consents, permits (third party, statutory or otherwise) required or desirable:


44

- to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction

Documents to which it is a party;

- to make the Transaction Documents to which it is a party admissible in evidence in its jurisdiction of

incorporation; and

- for it to carry on its business, and which are material, have been obtained or effected and are in full force

and effect.

f. No default

No Event of Default has occurred and is continuing or would reasonably be expected to result from the execution

or performance of any Transaction Documents or the issuance of the Debentures. No other event or circumstance

is outstanding which constitutes (or which would, with the lapse of time, the giving of notice, the making of any

determination under the relevant document or any combination of the foregoing, constitute) a default or

termination event (however described) under any other agreement or instrument which is binding on the

Company or any of its Assets or which might have a Material Adverse Effect.

g. Pari-passu ranking

Its payment obligations under the Transaction Documents rank at least pari-passu with the claims of all of its other

senior secured creditors, except for obligations mandatorily preferred by Applicable Law applying to companies

generally.

h. No proceedings pending

Except as disclosed by the Company herein, annual reports and financial statements, no litigation, arbitration or

administrative proceedings of or before any court, arbitral body or agency which have been started or threatened

against the Company, where such proceedings could result in or cause a Material Adverse Effect..

i. No misleading information

(A) All information provided by the Company to the Debenture Trustee/Debenture Holders for the purposes

of this Issue is true and accurate in all material respects as at the date it was provided or as at the date (if

any) at which it is stated.

(B) It has disclosed all information in this Shelf Disclosure Document that is relevant for the Applicants to apply

for subscription of the Debentures.

j. Compliance

(i) The Company has complied with Law and save and except as specified in the Transaction Document, there

has not been and there is no investigation or enquiry by, or order, decree, decision or judgment of, any

Governmental Authority been issued or outstanding or to the best of the Company's knowledge (after

making due and careful enquiry), anticipated against the Company which would have a Material Adverse

Effect on the Company, nor has any notice or other communication (official or otherwise) from any

Governmental Authority been issued or outstanding or to the best of the Company's knowledge (after

making due and careful enquiry), anticipated with respect to an alleged, actual or potential violation and/or

failure to comply with any such applicable Law or requiring them to take or omit any action.

(ii) The Company shall complete all necessary formalities including all filings with the relevant regulatory

authorities, including but not limited to SEBI, BSE, CERSAI and the ROC and obtain all consents and approvals

required for the completion of the Issue.

k. Future Borrowing

The Company shall be entitled to make further issue of secured/unsecured non-convertible debentures and/or to

borrow and/or to raise term loans or raise further funds, in any manner as deemed fit by the Company, from time

to time from any persons/banks/financial institutions/body corporate or any other agency as per the prevailing

guidelines/regulations of Reserve Bank of India and other authorities.

The Company may also issue secured/unsecured non-convertible debentures under the same ISIN(s) for the

current and the future issues in accordance with the SEBI circular No. CIR/IMD/DF-1/67/2017 dated June 30, 2017

on “Specifications related to International Securities Identification Number (ISINs) for debt securities issued under

the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and any further clarification/

amendments/circular issued thereafter. The Company reserves the right to make multiple issuances under the

same ISIN with said circular. Issue can be made either by way of creation of fresh ISIN or by way of issuance under


45

the existing ISIN at premium / par / discount as the case may be in line with SEBI circular CIR/IMD/DF-1/67/2017

dated 30th June 2017

l. Assets

Except for the security interests and encumbrances created and recorded with the ROC updated from time to time,

the Company has, free from any security interest or encumbrance, the absolute legal and beneficial title to, or valid

leases or licenses of, or is otherwise entitled to use (in each case, where relevant, on arm's length terms), all Assets

necessary for the conduct of its business as it is being, and is proposed to be, conducted.

m. Financial statements

(i) Its financial statements most recently supplied to the Debenture Trustee were prepared in accordance with

IND AS consistently applied save to the extent expressly disclosed in such financial statements.

(ii) Its financial statements most recently supplied to the Debenture Trustee give a true and fair view and

represent its financial condition and operations during the relevant Financial Year save to the extent

expressly disclosed in such financial statements.

n. Solvency

(i) The Company is able to, and has not admitted its inability to, pay its debts as they mature and has not

suspended making payment on any of its debts and it will not be deemed by a court to be unable to pay its

debts within the meaning of the applicable Law, nor in any such case, will it become so in consequence of

entering into the Transaction Document.

(ii) The Company, by reason of actual or anticipated financial difficulties, has not commenced, and does not

intend to commence, negotiations with one or more of its creditors with a view to rescheduling its

indebtedness.

(iii) The value of the Assets of the Company is more than its liabilities (taking into account contingent and

prospective liabilities) and it has sufficient capital to carry on its business.

(iv) The Company has not taken any corporate action nor has it taken any legal proceedings or other procedure

or steps in relation to any bankruptcy proceedings.

(v) No insolvency or bankruptcy process has commenced or steps have been initiated or action has been taken

under the (Indian) Insolvency and Bankruptcy Code, 2016 (to the extent applicable) in respect of the

Company.

(vi) No reference has been made, or enquiry or proceedings commenced, in respect of the Company, before the

National Companies Law Tribunal or under any mechanism or prescription of the NHB Master Circular in

respect of resolution/restructuring of stressed assets.

o. No immunity

The Company is not entitled to any immunity or privilege (sovereign or otherwise) from any set-off, judgment,

execution, attachment or other legal process.

p. Legal and Beneficial Ownership

Except for the security interests and encumbrances created and recorded with the Ministry of Corporate Affairs

(available using CIN: U65923MH2013PLC248741) on the website http://www.mca.gov.in/MCA21/index.html

under the heading "Index of Charges"), the Company has, free from any security interest or encumbrance, the

absolute legal and beneficial title to, or valid leases or licenses of, or is otherwise entitled to use (in each case, where

relevant, on arm's length terms), all material assets necessary for the conduct of its business as it is being, and is

proposed to be, conducted.

r. Compliance with Laws

The Company and its affiliates are generally in compliance in all respects with all Applicable Laws, including but

not limited to environmental, social and taxation related laws, for them to carry on their business.

s. Anti-terrorism Laws

The Company and its affiliates are in compliance in all respects with all Anti-Terrorism Laws, and are adhering to

all regulatory requirements pertaining to Anti-Terrorism and Anti- Money Laundering.


46

t. No Corrupt Practices

Neither the Company nor its Promoter(s) or affiliates have indulged in any corrupt practices pertaining to the

business such as fraud, misappropriation of financial and other resources or gains unreported in the audited

financial statements

u. Disclosures in Shelf Disclosure Document

The extent of disclosures made in the Shelf Disclosure Document consistent with disclosures permitted by

Government Authorities in relation to the issue of securities, borrowings made by the Company prior to the issue

of the Debentures.

v. Audit

The Company annual accounts are audited by an auditor from a reputable firm of independent chartered

accountants.

w. Good Business Standard

The Company in its business transactions with its shareholders, partners, managers, staff, affiliates or affiliates of

such entities or persons keeps within normal, good and acceptable business standards, including transactions

being on arm's length.

x. Proper book-keeping and accounting

The Company has a proper, efficient and effective book-keeping and accounting system in place as well as adequate

professional staff, including maintaining of accounts showing the loan drawings, payments, interest etc.

y. Employees

The Company is generally in compliance with all obligations under the applicable labour laws and other applicable

Laws in relation to its employees.

z. Compliance with RBI/NHB/SEBI Regulations and the Act's Requirements

aa. The Debentures are being issued in compliance with the applicable regulations of the RBI/NHB/SEBI and the

relevant provisions of the Act as applicable to issue debt/bonds. Any provision in the Deed which is not in

compliance with regulations of the RBI/NHB/SEBI and the relevant provisions of the Act can be amended by the

Company and the Debenture Trustee by executing an amendment to the Deed and the Debenture Holders shall

have no right to raise any objection thereto.

bb. Material Adverse Effect

No Material Adverse Effect has occurred, including without limitation, in relation to the business, condition or

operations of the Company.

cc. Illegality

It is not illegal or unlawful for the Company to perform any of its obligations under the Transaction Documents.

dd. Execution of Transaction Documents

(i) The Transaction Documents executed or to be executed constitute/ shall constitute legal, valid and

enforceable security interest in favour of the Debenture Trustee for the benefit of the Debenture Holders on

all the assets thereby secured.

(ii) The Transaction Documents executed or to be executed constitute legal, valid and enforceable obligations of

the Company and all necessary and appropriate consents for the creation, effectiveness, priority and

enforcement of the Transaction Documents and the Security thereunder have been obtained.

6.3 Company's Covenants

i. Affirmative Covenants


47

The below are indicative only, and the Issuer may also provide additional affirmative covenants in the Transaction

Documents. The Company shall:

(a) Maintenance of Legal Validity

The Company shall obtain and comply with the terms of, and do all that is necessary to maintain in full force and

effect, all authorisations, in order to enable it to lawfully enter into and perform its obligations under the

Transaction Documents and to ensure the legality, validity, enforceability or admissibility as valid evidence in the

courts of India, of the Transaction Documents.

(b) Compliance with Applicable Law

The Obligors shall comply with and fulfil all requirements under any applicable Law relating to the transaction

hereunder. Further, the Obligors shall comply with all statutory requirements and stipulations in relation to its

business. The Obligors shall obtain all permissions, licenses and approvals necessary for its business and shall

ensure that the same shall continue to be valid and subsisting during the currency of the Issue.

(c) Notification of Events of Default and Potential Events of Default

The Issuer shall promptly, and in any event not later than 10 (Ten) Business Days, inform the Debenture Trustee

of the occurrence or likely occurrence of any Event of Default or potential Event of Default and the steps being

taken to remedy it. Upon receipt of a request to that effect from the Debenture Trustee, the Issuer shall confirm to

the Debenture Trustee by submitting a certificate from one of its directors or authorised signatory that, save as

previously notified to the Debenture Trustee or as notified in such confirmation/certification, no such Event of

Default or potential Event of Default has occurred and is continuing.

On the question whether any of the events/circumstances have occurred/happened, which could be an Event of

Default the decision of the Debenture Trustee shall be final, conclusive and binding on the Issuer and if there is any

term and/or condition which is subject to interpretation then such interpretation shall be assigned to the terms

and condition which is in the beneficial interests of the Debenture Holders and the Company hereby

unconditionally and irrevocably agrees to the same.

(d) Maintenance of Books and Records

The Issuer shall maintain all of its books and records in accordance with good industry practice and in compliance

with applicable Law and generally acceptable accounting principles and standards or such other standards, as is

applicable to the company from time to time. The Company shall make true and proper entries of all dealings and

transactions of and in relation to the business of the Issuer including in relation to the Debentures and keep the

said books of accounts and all other books, register and other documents relating to the affairs of the Issuer at its

registered office or, where permitted by applicable Law, at other place or places where the books of account and

documents of a similar nature may be kept. The Issuer shall ensure that its accounting policies are applied on a

consistent basis.

(e) Maintenance of Licenses and Approvals

The Issuer shall obtain and maintain all necessary licenses, permissions and approvals required for the business

carried out by it and all activities of the Issuer in relation to its business shall be undertaken and continue to be

undertaken in compliance with all such licenses / permissions / approvals.

(f) Redemption of Share Capital

The Issuer shall not, without the prior written consent of the Debenture Trustee redeem, reduce, purchase, buy-

back, defease, retire, return or repay any of its share capital or resolve to do so for so long as any sums of money

are due and payable to the Debenture Holder under this Issue.

(g) Amendments to Documents

The Issuer or the Personal Guarantor shall not, without the prior written consent of the Debenture Trustee, amend,

supplement, supersede or waive any term of the Debenture Trust Deed, the irrevocable and unconditional Personal

Guarantee or any of the Transaction Documents.

(h) Arm's length basis;


48

The Company shall enter into any transaction/ management contract/ or establish partnership with any person or

enter into or continue business relations with its shareholders, employees, affiliate(s), holding company(ies),

and/or subsidiary(ies) on proper commercial terms negotiated on an arm's length basis;

(i) Notice of winding up or other legal process

The Issuer shall promptly inform the Debenture Trustee if it has notice of any application for winding up having

been made or any statutory notice of winding up under the provisions of the Act or any other notice under any

other statute relating to winding up or otherwise of any suit or other legal process intended to be filed or initiated

against the Company. Further, the Issuer shall notify the Debenture Trustee in writing in respect of any application

under the Insolvency and Bankruptcy Code, 2016 filed by or against the Issuer, within a period of 1 (one) calendar

day of becoming aware of such application;

(j) Loss or damage by uncovered risks

The Issuer shall promptly inform the Debenture Trustee of any material loss or significant damage which the

Company may suffer due to any force majeure circumstances or act of God, such as earthquake, flood, tempest or

typhoon, etc. against which the Company may not have insured its properties;

(k) Costs and expenses

The Issuer shall pay all sums, costs, charges and expenses in any way incurred by the Debenture Trustee or any

Receiver, attorney, agent or other person appointed by the Trustee for all or any of the purposes mentioned in

these presents immediately on receipt of a notice of demand from them in this behalf and all such sums shall carry

interest at the rate of interest payable on the Debentures from the date towards protection of Debenture Holders'

interests, including traveling and other allowances and such taxes, duties, costs, charges and expenses in

connection with or relating to the Debentures;

(l) Payment of Rents, etc.

punctually pay all rents, royalties, taxes, rates, levies, cesses, assessments, impositions and outgoings,

governmental, municipal or otherwise imposed upon or payable by the Company (including with respect to the

Mortgaged Property) as and when the same shall become payable and when required by the Debenture Trustee

produce the receipts of such payment and also punctually pay and discharge all debts and obligations and liabilities

which may have priority over the Debentures and observe, perform and comply with all covenants and obligations

which ought to be observed and performed by the Company under the Transaction Documents;

(m) Pari Passu Ranking

Its payment obligations under the Transaction Documents rank at least pari passu with the claims of all of its other

senior creditors, except for obligations mandatorily preferred by law applying to companies generally. Following

the creation of Security, its payment obligations under the Transaction Documents rank at least pari passu with

the claims of all of its other senior and unsecured creditors, except for obligations mandatorily preferred by law

applying to companies generally.

(n) Preserve corporate status; authorizations

The Issuer shall:

- diligently preserve and maintain its corporate existence and status and all rights, contracts privileges, and

concessions now held or hereafter acquired by it in the conduct of its business and comply with each and

every term of the said franchises and concessions and all acts, authorizations, consents, permissions, rules,

regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to

its Assets or any part thereof PROVIDED THAT the Company may contest in good faith the validity of any

such acts, rules, regulations, orders and directions and pending the determination of such contest may

postpone compliance therewith if the rights enforceable under the Debentures are not thereby materially

endangered or impaired. The Company will not do or voluntarily suffer or permit to be done any act or thing

whereby its right to transact its business might or could be terminated or whereby payment of the principal

of or interest on the Debentures might or would be hindered or delayed; and ‘

- conduct its business with due diligence and efficiency and in accordance with sound technical, managerial

and financial standards and business practices with qualified and experienced management and personnel;

- promptly obtain all consents and authorizations as maybe necessary for performing its obligations in

relation to the issue of the Debentures;


49

- comply with all applicable directions, regulations and guidelines issued by any Governmental Authority

including but not limited to the issue of Debentures;

- shall promptly supply certified copies to the Trustee of any authorization required under any law or

regulation to enable it to perform its obligations under the Transaction Documents (including, without

limitation, in connection with any payment to be made hereunder) and to ensure the legality, validity,

enforceability or admissibility in evidence in its jurisdiction of incorporation of the Transaction Documents.

(o) Pay stamp duty

The Issuer shall pay all such stamp duty (including any additional stamp duty), other duties, taxes, charges and

penalties, if and when the Company may be required to pay according to the Applicable Laws including applicable

state laws and in the event of the Company failing to pay such stamp duty, other duties, taxes and penalties as

aforesaid, the Debenture Trustee will be at liberty (but shall not be bound) to pay the same and the Company shall

reimburse the same to the Debenture Trustee on demand;

(p) Furnish information to trustee

The Issuer shall give to the Debenture Trustee or its nominee(s)/ agent(s) such information/copies of relevant

extracts as they shall require as to all matters relating to the business of the Company or any part thereof and to

investigate the affairs thereof and the Company shall allow the Debenture Trustee to make such examination and

investigation as and when felt necessary and shall furnish him with all such information as they may require and

shall pay all reasonable costs, charges and expenses incidental to such examination and investigation;

(q) Grievance

The Issuer shall promptly and expeditiously attend to and redress the grievances, if any, of the Debenture Holders.

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;

(r) Specific Information to be provided to the Debenture Trustee

The Issuer shall inform and provide the Debenture Trustee with applicable documents in respect of the following:

- notice of any Event of Default or potential Event of Default;

- notice of any change in nature and conduct of business of the Issuer;

- periodic review of the ratings obtained by the Company by the credit rating agencies and any revision in the

rating details of any material litigation, arbitration or administrative proceedings, etc.;

- any and all information required to be provided to the Debenture Holders; and

- the declaration or distribution of dividend;

- the Company shall notify any application filed against it by any person under the Insolvency and Bankruptcy

Code, 2016 within 1 (One) calendar day of becoming aware of the same.

(s) Comply with Investor Education and Protection Fund requirements

The Issuer shall comply with the provisions of the Act relating to transfer of unclaimed/ unpaid amounts of interest

on Debentures and redemption of Debentures to Investor Education and Protection Fund (IEPF), if applicable to it.

The Company hereby further agrees and undertakes that during the currency of this Issue, it shall abide by the

guidelines/listing requirements, if any, issued from time to time by the SEBI/RBI/NHB;

(t) Further assurances

The Issuer shall

(i) execute and/or do, at their own expense, all such deeds, assurances, documents, instruments, acts, matters

and things, in such form and otherwise as the Debenture Trustee may reasonably or by Law require or

consider necessary in relation to enforcing or exercising any of the rights and authorities of the Debenture

Trustee;

(ii) furnish to the Debenture Trustee details of all grievances received from the Debenture Holders and the

steps taken by the Company to redress the same. At the request of any Debenture Holder, the Debenture

Trustee shall, by notice to the Company call upon the Company to take appropriate steps to redress such


50

grievance and the Company shall comply with the instructions of the Debenture Trustee issued in this

regard;

(iii) obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all

authorizations necessary to enable it to lawfully enter into and perform its obligations under the

Transaction Documents or to ensure the legality, validity, enforceability or admissibility in evidence in

India of Transaction Documents ;

(iv) comply with:

- all Laws, rules, regulations and guidelines (including but not limited to environmental, social and

taxation related Laws), as applicable in respect of the Debentures and obtain such regulatory

approvals as may be required from time to time;

- the Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993 as in force from

time to time, in so far as they are applicable to the Debentures and furnish to the Debenture Trustee

such data, information, statements and reports as may be deemed necessary by the Debenture

Trustee in order to enable them to comply with the provisions of Regulation 15 thereof in

performance of their duties in accordance therewith to the extent applicable to the Debentures;

- the provisions of the Act in relation to the issue of the Debentures;

- procure that the Debentures are rated and continued to be rated until the redemption of the

Debentures; and

- The Company shall ensure that, at time of making any payment of interest or repayment of the

principal amount of the Debentures in full or in part, the Company shall do so in the manner that is

most tax efficient for the Debenture Holders (including withholding tax benefit) but without, in any

way, requiring the Company to incur any additional costs, expenses or taxes and the Company shall

avail of all the benefits available under any treaty applicable to the Company and/or the Debenture

Holders.

(u) Where Debenture Holder is a Foreign Investor

In the event a Debenture Holder is a foreign portfolio investor, foreign institutional investor or sub-account of

foreign institutional investors, or qualified foreign investor, the Company shall, in relation to each Interest Payment

Date and in relation to each date when any other payment is due by the Company under the Debentures (each a

"Relevant Payment Date"), courier to the Debenture Holders (or their designated agent, as confirmed by the

Debenture Holders) within 1 (One) Business Day after a Relevant Payment Date, the duly completed and signed

Form 15 CA/CB. A scanned copy of such duly completed and signed Form 15 CA/CB shall be sent to the Debenture

Holders on the Relevant Payment Date by e-mail;

(v) Books of Account

The Issuer shall maintain proper books of account as required by the Act and therein make true and proper entries

of all dealings and transactions of and in relation to the business of the Company and keep such books of account

and all other books, registers and other documents relating to the affairs of the Company at its registered office or,

where permitted by Law, at other place or places where the books of account and documents of a similar nature

may be kept. The Company will ensure that all entries in the same relating to the business of the Company shall at

all reasonable times be open for inspection of the Debenture Trustee and such person or persons as the Debenture

Trustee shall, from time to time, in writing for the purpose, appoint.

(w) Insurance

The Issuer shall maintain insurances on and in relation to its business and assets (including the Mortgaged

Property) with insurance companies against those risks and to the extent as is usual for companies carrying on the

same or substantially similar business and any other insurances as may be required by Law and ensure that all

premiums are paid on time and other obligations of the Company under the insurance policies are duly complied

with;

(x) Corporate Governance

(i) the Issuer shall maintain the highest standards of corporate governance in accordance with the NHB

regulations;

(ii)) the Company shall at all times comply with the applicable NHB Regulations and the applicable SEBI

regulations;


51

(y) General

(i) the Company shall perform all of its obligations under the terms of the Transactions Documents and maintain

in full force and effect each of the Transaction Documents;

(ii) the Company shall promptly pay and discharge all its financial obligations and regularly make all payments

due and payable by the Company, including but not limited to taxes and also such payment due and payable

under or in respect of the Issue or any documents executed in connection there with;

(iii) the Company shall give the Debenture Trustee any information, relating to the business, property, affairs of

the Company, that materially impacts the interests of the Debenture Holders;

(ii) the Company shall at all times act and proceed in relation to its affairs and business in compliance with Law;

and

(z) Access

The Issuer shall permit the Debenture Trustee and/or accountants or other professional advisers and contractors

appointed by the Debenture Trustee access at all reasonable times and on reasonable notice of the Company to:

(i) check the management of the funds made available through subscription to the Debentures;

(ii) inspect and take copies and extracts from the books, accounts and records of the Company;

(iii) visit and inspect the premises of the Company; and

(iv) meet and discuss matters with senior management of the Company.

(aa) Other Covenants

a. In case of Event of Default, amount outstanding would be first appropriated towards the cost, charges and

expenses, penal Coupon, normal Coupon and then towards principal outstanding.

b. The Issuer gives consent for the disclosure of all or any such information and data relating to the Issuer

or to the Loans or defaults, as the Debenture Holder/s/ Debenture Trustee may deem appropriate and

necessary to the CIBIL, or any institution or any other agencies authorized by RBI/NHB or under

Applicable Law.

c. The Issuer agrees that in case of the Issuer fails in discharging its liability in repayment of the principal

amount of the Loan(s) or payment of Coupon as demanded by the Debenture Holder/s/ Debenture

Trustee, the Debenture Holder/s/ Debenture Trustee and/or Reserve Bank of India shall have an

unqualified right to disclose or publish the details of the default and the name of its directors as defaulters

in such manner and through medium as the Debenture Holder/s/ Debenture Trustees and/or Reserve

Bank of India may think fit.

The Issuer shall be responsible to do all the statutory compliance as may be prescribed by the regulator relating to the

aforementioned NCDs.

ii. Reporting Covenants

The Company shall comply all the reporting to the respective stakeholder, during the entire tenor and till all amounts

due on the NCDs are duly repaid as per the applicable regulations as may be amended from time to time:

iii. Negative Covenants

The Issuer shall not undertake the to do any of the following:

i. M&A, acquisition, restructuring, amalgamation without prior written consent to Debenture Holders over and

above 10% of the Networth of the Issuer in a financial year

ii. The Issuer shall not, without the written consent to Debenture Holders, enter into any transaction of merger, de-

merger, consolidation, re-organization, scheme of arrangement or compromise with its creditors or shareholders

or effect any scheme of amalgamation or reconstruction; provided however that this restriction shall not apply

in the event that the compliance with this restriction would result in the Issuer defaulting in relation to any of its

payment obligations in relation to the Debentures.

iii. The issuer will not reduce its share capital without the Debenture Holders’ prior written consent

iv. Issuer shall not amend or modify clauses in its Memorandum of Association and Article of Association, where

such amendment would have a Material Adverse Effect, without prior consent of the Debenture Trustee

v. Issuer shall not change its financial year-end from 31st March (or such other date as may be approved by


52

Debenture Holders) without prior consent of the Debenture Trustee. This consent would not be required if the

change is regulatory or statutorily mandated.

vi. Any sale of assets/business/division that has the effect of exiting the business or re-structuring of the existing

business, to be with prior written consent to the debenture holder

vii. No dividend, if an Event of Default has occurred and is subsisting.

viii. Not undertake any new major new business outside financial services or any diversification of its business

outside financial services, without prior consent to NCD holders

6.4 Register of Debenture Holders

A Register of Debenture Holders shall be maintained at the registered office of the Company or with their Registrar and

the Register of Debenture Holders/ the Register of Beneficial Owners, shall be closed seven (7) days prior to each Interest

Payment Date, the final Redemption Date or any other payment date by acceleration.

In case of dissolution/bankruptcy/insolvency/winding up of Debenture Holders, the debenture certificates shall be

transmittable to the legal representative(s) / successor(s) or the liquidator as the case may be in accordance with the

applicable provisions of Law on such terms as may be deemed appropriate by the Company.

6.5 Costs

All expenses incurred by the Debenture Trustee prior to or following the occurrence of an Event of Default, including

in connection with:

(a) collection of amounts due under the Transaction Documents; or

(b) engaging all intermediaries; or

(c) all expenses in relation to issue of Debentures; or

(d) legal costs; or

(e) stamp duty on any Transaction Documents,

shall be payable by the Company.

6.6 Discretionary Audit

The Company agrees to the Debenture Trustee or any Person authorized by it and/or any Debenture Holder or any

Person authorized by it conducting an audit on the review of collection standards, management, governance, internal

systems and processes, and data integrity of the Company at any time on or prior to the final Redemption Date. The

scope of such audit shall inter alia cover visit to operational (field) areas of the Company as well as the head office

and/or any regional or state level or other branch offices and discussions with employees of the Company as well as

with clients of the Company.

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:

a. The Issuer does not pay on the Due Date(s) any amount payable pursuant to the Trust Deed of the

Debentures (whether at scheduled maturity, by acceleration, as a result of Debenture Holders exercising

the Optional Accelerated Redemption or otherwise) at the place at and in the currency in which it is

expressed to be payable, unless its failure to pay is caused by technical error and payment is made within

1 (one) calendar day of its due date;

b. The Issuer fails to create charge and perfect the security within stipulated timeline.

c. Non- Maintenance of the stipulated minimum-security cover.

d. Except for point (i), (ii) & (iii) ,the breach of any terms, covenants (including but not limited to negative

covenants, affirmative covenants, reporting covenants), obligation, representation or warranty of the

Issuer and any other obligations of the Issuer under the Transaction Documents including maintenance of

Security Cover and such breach has continued for a period of 30 calendar days

e. The Issuer admits in writing its inability to pay its debts as they fall due or suspends making payments on

any of its debts or by reason of actual financial difficulties commences negotiations with one or more

creditors with a view to rescheduling its indebtedness;

f. Any representation or warranty made by the Issuer in any Transaction Document or in any certificate,

financial statement or other document delivered to the Debenture Trustee / Debenture Holders by the


53

Issuer shall prove to have been incorrect, false or misleading in any material respect when made or

deemed made.

g. There shall have occurred Material Adverse Effect and such Material Adverse Effect has not been remedied

or rectified within a period of 30 calendar days.

h. Non-sharing of information of the Company as per the “Reporting Covenant” within stipulated timelines

or such other information required by the Debenture Trustee/ Debenture Holder from time to time

i. Any corporate action, legal proceedings or other procedure or step is taken in relation:

(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 Company;

(b) composition, compromise, assignment or arrangement with any creditor of the Company;

(c) 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,

(d) enforcement of any security over any assets of the Issuer or any analogous procedure or step is taken

in any jurisdiction

(e) 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), (c) and (d) above.

j. The 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.

k. 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.

l. The Issuer repudiates any of the Transaction Documents, or evidences an intention to repudiate any of the

Transaction Documents.

m. Any Governmental Authority condemns, nationalizes, seizes, expropriates or otherwise assumes custody

or control of all or any substantial part of the business, operations, property or other assets (including

assets forming part of the Security) of the Company or of its share capital, or takes any action for the

dissolution of the Company or any action that would prevent the Company or its officers from carrying on

all or a substantial part of its business or operations.

n. The Issuer’s organizational status or any licenses or franchise is revoked or suspended by any government

agency or authority after the Issuer has exhausted all remedies and appeals relating thereof

o. The listing of the Debentures ceases or is suspended at any point of time prior to the Maturity Date if it

gets listed, except if the Debentures are delisted in accordance with the consent of the Majority Debenture

Holder(s).

p. The Company ceases to carry on its business or any substantial part thereof or gives notice of its intention

to do so.

q. Insolvency, winding up, liquidation.

r. Erosion of 50% or more of the Company’s Net-worth.

s. Creditor’s processes initiated against the Issuer

t. Any material act of fraud, embezzlement, misstatement, misappropriation, or siphoning off of the

Issuer/Promoter funds or revenues or any other act having a similar effect being committed by the

management or an officer of the Issuer.

u. The Promoter/s or the Directors or the Key Managerial Personnel of the Company are accused of, charged

with, arrested or convicted a criminal offence involving moral turpitude, dishonesty or declared as willful

defaulters which otherwise impinges on the integrity of the promoter/s and/or director or key managerial

personnel;, including any accusations, charges and/or convictions of any offence relating to bribery

v. A petition for the reorganization, arrangement, adjustment, winding up or composition of debts of the

Company is filed on the Company (voluntary or otherwise) or have been admitted or makes an assignment

for the benefit of its creditors generally and such proceeding is not contested by the company for staying,

quashing or dismissed within 15 (Fifteen) days


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w. Cross default:

An event of default shall arise if the Company/Promoter of the Issuer:

a. defaults in any payment of Financial Indebtedness beyond the period of grace if any, provided in

the instrument or agreement under which such Financial Indebtedness was created; or

b. defaults in the observance or performance of any agreement or condition relating to any Financial

Indebtedness the effect of which default or other event or condition is to cause or to permit the

holder or holders of such Financial Indebtedness to cause (with the giving of notice or the passage

of time or both would permit or cause) any such Financial Indebtedness to become due prior to its

stated maturity; or

c. due to any default or an event of default, any Financial 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.

Upon occurrence of any of the aforesaid Event of Default, the Debenture Trustee may by a notice (unless instructed

otherwise by the any of the Debenture Holders) in writing to the Company initiate actions as may be contemplated

in the Transaction Documents including the following:

i. require the Company to mandatorily redeem the Debentures and repay the principal amount on the

Debentures, along with accrued but unpaid Coupon, and other costs, charges and expenses incurred under

or in connection with the Transaction Documents;

ii. declare all or any part of the Debentures to be immediately (or on such dates as the Debenture Trustee may

specify) due and payable, whereupon it shall become so due and payable)

iii. accelerate the redemption of the Debentures;

iv. enforce such security in such a manner as the Debenture Holders may deem fit;

v. Appoint a nominee director in accordance with the applicable Laws;

vi. Exercise any other right that the Debenture Trustee and / or Debenture Holder(s) may have under the

Transaction Documents or under Indian law

6.8 Dividend

As long as Event of Default subsists or if the Debenture Trustee has exercised any of the remedies under Clause 7 above,

then until the rectification of the Event of Default or until the redemption of the Debentures in full to the satisfaction of

the Debenture Trustee, the Company shall not, declare or pay any dividend or make any distribution of its share capital

or purchase or redeem or otherwise acquire any part of its own share capital or in any other way transfer funds from

the Company to the shareholders.

6.9 Notice on the Occurrence of an Event of Default

If any Event of Default or any event which, after the notice, or lapse of time, or both, would constitute an Event of Default,

has happened, the Company shall, forthwith, thereof, give notice thereof to the Debenture Holders and the Debenture

Trustee in writing specifying the nature of such Event of Default, or of such event.

6.10 Right to Disclose/Publish the Names of the Company and its Directors as Defaulters

In the event of the Company committing default in the repayment of any instalment in relation to the Debentures or the

payment of interest on the applicable Due Dates, the Debenture Holders/Debenture Trustee shall have an unqualified

right to disclose the name of the Company and its directors to RBI/NHB or any other statutory/regulatory authority. The

Trustee and/or RBI/NHB and/or any other Governmental Authority shall have the right to publish the name of the

Company and its directors as defaulters in such manner and through such medium as they in their absolute discretion

may think fit.


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SECTION 7: DISCLOSURES PERTAINING TO WILFUL DEFAULT

In case of listing of debt securities made on private placement, the following disclosures are required to be made vide SEBI

(Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-05-16:

(A) Name of the Bank declaring the entity as a Wilful Defaulter: NIL

(B) The year in which the entity is declared as a Wilful Defaulter: NIL

(c) Outstanding amount when the entity is declared as a Wilful Defaulter: NIL

(D) Name of the entity declared as a Wilful Defaulter: NIL

(E) Steps taken, if any, for the removal from the list of Wilful defaulters: NIL

(F) Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: NIL


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SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Companies Act, 2013, the Memorandum

and Articles of Association of the Issuer, the terms of this Shelf Disclosure Document read with the relevant Term Sheet (s),

the Application Form and other terms and conditions as may be incorporated in the Transaction Documents.

8.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to transfer the

Debentures to a person who is not entitled to subscribe to the Debentures. The Debentures shall be transferred

and/or transmitted in accordance with the applicable provisions of the Companies Act, 2013 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 Holder(s) 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 dematerialized form. The seller should give delivery instructions containing details of the

buyer’s DP account to his DP.

8.2 Debentures held in Dematerialized Form

The Debentures shall be held in dematerialized 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 /fund transfer/RTGS to those Debenture

Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per

the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be

simultaneously redeemed through appropriate corporate action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number,

address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the

Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the Debenture

Holder(s) for redemption payments.

8.3 Trustee for the Debenture Holder(s)

The Issuer has appointed Beacon Trusteeship Ltd to act as trustee for the Debenture Holder(s). The Issuer and the

Debenture Trustee intends to enter into the Debenture Trustee Agreement and the Debenture Trust Deed inter alia,

specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s)

shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any

of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the

Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the

interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the

Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will

protect the interest of the Debenture Holder(s) in regard to the repayment of principal and coupon thereon and they

will take necessary action, subject to and in accordance with the Debenture Trustee Agreement and the Debenture

Trust Deed, at the cost of the Issuer. No Debenture Holder(s) shall be entitled to proceed directly against the Issuer

unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Transaction Documents of shall

more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

In the case of a delay in the execution of Debenture Trust Deed and the Deed of Hypothecation, the Issuer shall refund

the subscription with the agreed rate of interest or shall pay penal interest of 2% (Two Percent) per annum over and

above the applicable Coupon Rate until such time the conditions have been complied with at the option of the Investor.

8.4 Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with

any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and


57

affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and

neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

8.5 Debenture Holder(s) 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 Companies Act, 2013. The Debentures shall not confer upon the Debenture Holder(s), the right to

receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

8.6 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in this Shelf Disclosure Document or any

Term sheet(s), which in the opinion of the Debenture Trustee, is of a formal, minor or technical nature or is to correct

a manifest error.

Any other change or modification to the terms of the Debentures shall require approval by the Majority Debenture

Holders in the manner as provided for in the Debenture Trust Deed.

For the avoidance of doubt, the following matters require the consent of the Majority Debenture Holders, either by

providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture

Holders:

• Creating of any additional security; and

• Amendment to the terms and conditions of the Debentures or the Transaction Documents.

8.7 Right to accept or reject Applications

The Board of Directors/Committee of the Company reserves its full, unqualified and absolute right to accept or reject

any application for subscription to the Debentures, in part or in full, without assigning any reason thereof.

8.8 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holder(s) through registered post,

recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture

Holder(s) at its/his registered address, e-mail or facsimile number.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post,

recognized overnight courier service, hand delivery, e-mail or by facsimile transmission to the Issuer or to such

persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable

communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”.

Notice(s) shall be deemed to be effective (a)in the case of registered mail, 5 (Five) Business Days after posting via

certified or registered mail, return receipt requested; (b)1 (One) Business Day after delivery by recognized overnight

courier service, if sent for next Business day delivery(c) in the case of facsimile at the time when dispatched with a

report confirming proper transmission; (d) in the case of personal delivery, at the time of delivery or (e) or in case of

e-mail at the time of the sending thereof (provided no delivery failure notification is received by the sender within

24 hours of sending such email).

8.9 Issue Procedure if issuance through Non-EBP Platform:

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.


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(a) 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.

(b) Fictitious Applications

All fictitious applications will be rejected.

(c) 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.

(d) Payment Instructions

The Application Form should be submitted directly. The entire amount of 10,00,000/- (Ten Lakh 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 A/C Name: Motilal Oswal Home Finance Limited

Bank Account No. 00600340073540

IFSC CODE: HDFC0000060

Bank Name HDFC Bank Limited

Branch Address: Fort – Mumbai.

8.10 Eligible Investors

The following categories of investors, when specifically approached, 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 (“Eligible Investors”):

(j) Mutual Funds

(k) Non-banking financial companies

(l) Housing Finance Companies

(m) Provident Funds and Pension Funds

(n) Trust inclusive of public charitable trust subject to their investment guidelines

(o) Corporates

(p) Banks

(q) Insurance Companies

(r) Investment holding companies of high net worth individuals

(s) Any other person (not being an individual or a group of individuals) 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.

Who are not eligible to apply for NCDs?

The following categories of persons, and entities, shall not be eligible to participate in the Issue and any Applications

from such persons and entities are liable to be rejected:

(a) Minors without a guardian name*


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(b) Foreign nationals, NRI inter-alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in the

USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA;

(c) Persons resident outside India;

(d) FIIs

(e) FPIs

(f) Qualified foreign investors

(g) Person ineligible to contract under applicable statutory/regulatory requirements

*Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872

8.11 Procedure for Applying for Dematerialised Facility

� The applicant must have at least one beneficiary account with any of the DP’s of NSDL/CDSL prior to making the

application.

� 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”.

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

DP.

� For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the

details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they

appear in the account details maintained with the DP.

� Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and

Transfer Agent to the Issue.

� 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.

� 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.

� The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the

list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for

which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer

would keep in abeyance the payment of the redemption amount or other benefits, until such time that the

beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount

and benefits will be paid to the beneficiaries, as identified.

8.12 Depository Arrangements

The Issuer shall make necessary arrangement with CDSL and NSDL for issue and holding of Debentures in

dematerialized form.

8.13 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall

be the list, which will be used for payment or repayment of redemption monies.

8.14 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


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reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either

case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must

also be lodged along with the submission of the completed Application Form.

8.15 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 applications, provided that the application made by the asset management

company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been

made.

The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is

being made and must be accompanied by certified true copies of:

(a) SEBI registration certificate

(b) Resolution authorizing investment and containing operating instructions

(c) Specimen signature of authorized signatories

8.16 Documents to be provided by potential Investors

Potential 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 - Enclosed as Annexure IV (including EFT/ RTGS details)

8.17 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic

ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other

amounts payable to the Debenture Holder(s) through EFT/RTGS.

8.18 Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the liquidator of the

concerned Debenture Holder(s), or such other legal representative of the Debenture Holder(s) as having title to the

Debenture(s).

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such other legal

representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the

concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity.

8.19 Mode of Payment

All payments must be made through cheques, demand drafts, EFT/RTGS as set out in the Application Form.

8.20 Effect of Holidays

If 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 immediately succeeding Business Day, except if such Due Date is for the Redemption Amount, in which case

the payment to be made on such Due Date shall be made on the immediately preceding Business Day.

8.21 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. Interest will be

paid to the Debenture Holder subject to deduction of tax deducted at source at the rate prescribed from time to

time under the Income Tax Act, 1961 or any statutory modification or re-enactment thereof for the time-being in

force.


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If the applicable rate of tax deducted at source is modified and results in a reduction of the net interest received by

the Debenture Holders, the Company must give written notice to the Debenture Holders (with a copy to the

Debenture Trustee) as soon as it becomes aware of such change.

8.22 Letters of Allotment

The letter of allotment, indicating allotment of the Debentures in dematerialized form, will be credited in

dematerialized form within 2 (Two) Business Days from the Deemed Date of Allotment.

8.23 Business Day Convention

Any day of the week (excluding Saturdays, Sundays and any day which is a public holiday for the purpose of Section

25 of the Negotiable Instruments Act, 1881 (26 of 1881) and on which money market is functioning in Mumbai

shall be a “Business Day.”

If any Coupon Payment Date or the Due Date (s) for the performance of any event falls on a day that is not a Business

Day, the payment shall be made on the immediately succeeding Business Day. The interest for such additional

period shall be adjusted and paid in the next coupon cycle. Hence the subsequent coupon payment period remains

intact. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date

in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday.

If the Redemption Date/Maturity Date (also being the last Coupon Payment Date) of the Debentures falls on a day

that is not a Business Day, the redemption proceeds shall be paid on the immediately preceding Business Day, along

with coupon/interest accrued on the Debentures until but excluding the date of such payment

8.24 Deemed Date of Allotment

The Deemed Date of Allotment of the Debentures comprised in each Series will be as specified in the relevant Term

Sheet (s) issued for that Series

All benefits relating to the Debentures will be available to the investors from the respective Deemed Date of

Allotment(s). The actual allotment of Debentures may take place on a date other than the Deemed Date of Allotment.

The Company reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and

absolute discretion without any prior notice and shall have a right to allot the Debentures in tranches / series which

shall form the part of this Issue. In case, the Issue closing date is changed (preponed/ postponed), the Deemed Date

of Allotment may also be changed (pre-poned/ postponed) by the Company at its sole and absolute discretion.

8.25 Record Date

The Record Date will be 15 (Fifteen) days calendar days prior to any Due Date.

8.26 Refunds

Where the entire subscription amount has been refunded, the interest on Application Money will be paid along

with the refunded amount. Where an Applicant is allotted a lesser number of Debentures than applied for, the

excess amount paid on application will be refunded to the Applicant and the cheque/ draft towards interest on the

refunded money will be dispatched by registered post, courier or by way of RTGS/NEFT/direct credit. Details of

allotment will be sent to every successful Applicant. In all cases, the interest instruments will be sent, at the sole

risk of the Applicant. 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.

For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7

(seven) days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application

money relating to the Debentures in respect of which allotments have been made, the R&T Agent shall upon

receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

8.27 Interest on Application Money

At the Coupon rate (subject to deduction of tax at source, as applicable) from the date of realization of cheque(s)/

demand draft(s)/ RTGS up to one day prior to the Deemed Date of Allotment. Where pay-in Date and Deemed date

of Allotment are the same, no interest on Application money is to be paid.

8.28 Interest on NCDs


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The Debentures shall carry coupon at the rate as specified in the relevant term sheet issued for that series (subject

to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act,

1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by the

Company) accrued to the holders of Debentures (the “Holders” and each, a “Holder”) as of the relevant Record Date.

The interest payable on any Coupon Payment Date will be paid to the Debenture holder(s) whose names appear in

the list of beneficial owners given by the Depository to the Company as on the Record Date.

Interest shall be computed on the amount outstanding on an Actual/ Actual day count basis, i.e. actual number of

days elapsed divided by the actual number of days in the year.

If any Coupon Payment Date or the due date for the performance of any event falls on a day that is not a Business

Day, the payment shall be made on the immediately succeeding Business Day. The interest for such additional

period shall be adjusted and paid in the next coupon cycle. Hence the subsequent coupon payment period remains

intact.

In case the Deemed Date of Allotment is revised (pre-poned/ postponed) then the above interest payment date

may also be revised pre-poned/ postponed) accordingly by the Company at its sole and absolute discretion.

In case of default in payment of coupon and/or principal or redemption on the due dates, additional interest of at

least at the rate of 2% per annum over the Coupon Rate will be payable by the Company for the defaulting period.

8.29 PAN Number

Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on

the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered

incomplete and are liable to be rejected.

8.30 Redemption

The face value of the Debentures will be redeemed at par.

If the Redemption Date/Maturity Date (also being the last Coupon Payment Date) of the Debentures falls on a day

that is not a Business Day, the redemption proceeds shall be paid on the immediately preceding Business Day, along

with coupon/interest accrued on the Debentures until but excluding the date of such payment.

The Debenture holders may at the request of the Company in suitable circumstances and also in the absolute

discretion of the Debenture holders, subject to the statutory guidelines as may be applicable for the purpose, revise

/ pre pone / postpone redemption of the Debentures. Or any part thereof on such terms and conditions as may be

decided by the Company in consultation with the Debenture holders (see Modification of Rights).

8.31 Payment on Redemption

Payment on redemption will be made in accordance with the instructions of the Debenture Holder(s) by way of

electronic funds transfer 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.

Cash flow from Debentures

As per SEBI circular no. CIR/IMD/DF-1/122/2016 dated November 11, 2016, illustrative cash flow for debentures

is as under:

Company XYZ Limited

Face Value (per security) 1,00,000

Issue Date/Date of Allotment 13-11-2013

Redemption 13-11-2018

Coupon Rate 8.95%

Frequency of the Interest Payment with

specified dates

First Interest on 13.11.2014 and subsequently on 13th

November every year till maturity

Day Count Convention Actual / Actual


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Illustrative Cash Flows

Date

No. of days in Coupon

Period

Amount

(in Rupees)

1st Coupon Thursday, 13 Nov 2014 365.00 8,950.00

2nd Coupon Friday, 13 Nov 2015 365.00 8,950.00

3rd Coupon Sunday, 13 Nov 2016* 366.00 8,950.00

4th Coupon Sunday, 13 November 2017 365.00 8,950.00

5th Coupon Tuesday,13 Nov 2018 365.00 8,950.00

Principal Tuesday,13 Nov 2018 365.00 1,00,000.00

1,44,750.00

*F.Y. 2016 is a leap year and the coupon payment date is falling on a Sunday, therefore the coupon is paid on next

Business Day Business Day. The interest for such additional period shall be adjusted and paid in the next coupon cycle.

Hence the subsequent coupon payment period remains intact. The Issuer shall consider a Financial Year format for

the purpose of a Leap Year

Disclaimer: Please note that only those persons to whom this Shelf Disclosure Document has been specifically

addressed are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected

without assigning any reason for the same. The list of documents provided above is only indicative, and an investor

is required to provide all that 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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SECTION 9: DECLARATION

The Issuer declares as of the date of this Shelf Disclosure Document that all the relevant provisions in the

regulations/guideline issued by SEBI and other applicable laws have been complied with and no statement made in this

Shelf Disclosure Document is contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable

laws, as the case may be. The information contained in this Shelf Disclosure Document is as applicable to privately placed

debt securities and subject to information available with the Issuer.

The extent of disclosures made in this Shelf Disclosure Document is consistent with disclosures permitted by regulatory

authorities to the issue of securities made by companies in the past.

Date: July 29, 2020

Place: Mumbai

Term Sheet

Security Name MOHFL- Market Linked Debentures

Product Code SERIES M-9 /F.Y.21 /F.Y.24

Issuer Motilal Oswal Home Finance Limited

Type of Instrument Principal Protected – Market Linked Redeemable Non-

Convertible Debenture

Further Issuance under ISIN INE658R07422

Nature of Instrument Secured

Seniority Senior

Principal Protection Principal is protected at Maturity

Underlying/ Reference Index NIFTY 50 Index

Mode of Issue Private Placement

Current Issue Size ( Rs.) Rs.25.57 Crs plus Green Shoe Option of Rs.58.93 Crs

255 Debentures aggregating to Rs.25,57,99,170/-

Option to Retain Oversubscription Not Applicable

Eligible Investors

The following categories of investors, when specifically

approached, are eligible to apply for this private placement of

Debentures:

Resident Individuals

Hindu Undivided Family

Trust

Limited Liability Partnerships

Partnership Firm(s)

Portfolio Managers registered with SEBI

Association of Persons

Companies and Bodies Corporate including Public Sector

Undertakings.

Commercial Banks

Regional Rural Banks

Financial Institutions

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SECTION 10 - ANNEXURES

ritinmawani

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Annexure - I

Insurance Companies

Mutual Funds/ Alternative Investment Fund (AIF)

Any other investor eligible to invest in these Debentures

Minimum Application Size 5 debenture and in multiples of 1 debenture thereafter

Face Value Rs. 10,00,000/- Per Debenture

Issue Price Rs. 10,03,134/- Per Debenture

Details of the Utilization of the

proceeds

The Issuer proposes to augment its resources to meet its

requirements of funds to carry on its business operations. The

proceeds of the issue of Debentures would be utilized for general

corporate purposes and onward lending.

Tenor In Days 1021 days from the Deemed Date of Allotment

Issue Opening Date 14-August -2020

Issue Closing Date 14-August -2020

Initial Fixing Date 31-July-2020

Initial Fixing Level Official Closing Levels of Nifty 50 Index as on Initial Fixing

Date i.e.31st July 2020

Final Fixing Date 23-February-2023

Final Fixing Level Official Closing Level of Nifty 50 Index as on Final Fixing

Date i.e.23-February-2023

Reference Index Nifty 50 Index

Redemption Date 01-June-2023

Redemption Value per Debenture Face Value *(1+Coupon)

Pay-in-Date 14-August -2020

Deemed Date of Allotment 14-August -2020

Coupon

Scenario Coupon

If Final Fixing Level > 25% of Initial Fixing

Level than Coupon + Principal

26.0274%

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If Final Fixing Level <= 25% of Initial Fixing

Level than Only Principal

0%

Where

Initial Fixing Level : Official Closing Level of Nifty 50 Index

as on Initial Fixing Date i.e 31st July 2020

Final Fixing Level: Official Closing Level of Nifty 50 Index as

on Final Fixing Date i.e.23rd February 2023

Underlying Performance: (Final Fixing Level / Initial Fixing

Level)-1

Day count basis Actual/Actual

Coupon payment frequency Coupon, if any will be paid on Redemption Date

Coupon payment dates Coupon, if any will be paid on Redemption Date

Coupon type Coupon linked to Underlying / Reference Index.

Coupon-Reset Process (including rates,

Spread, effective date, interest rate cap

and floor etc)

Not Applicable

Redemption Premium / Discount Not Applicable

Put / Call Option None

Put / Call Option Date Not Applicable

Listing

The Company proposes to list these Debentures on the BSE

WDM segment. The Issuer confirms that the Debentures would

be listed within 20 days from the Deemed Date of Allotment.

Issuance / Trading mode of Debenture

DEMAT form

Settlement mode of the Instrument RTGS/ NEFT

Trading mode of the Debenture

Demat Mode

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Depository NSDL and CDSL

Security

Debentures shall be secured by exclusive first charge on unencumbered Borrower Receivables present and future from specific standard housing loan assets to the extent equal to the principal and interest amount of the Debentures outstanding at any point of time and a pari passu charge over an immovable property to be maintained during the tenor of the MLDs.

Rating

“CRISIL PP-MLD AA-r/ Stable (pronounced Principal

Protected Market Linked Debentures CRISIL AA-r) with stable

outlook

Settlement Branch

Address

HDFC Bank Ltd , Gr floor, Jehangir Building,

M.G.Road, Fort, Mumbai 400 001

Bank A/C

Name Motilal Oswal Home Finance Limited

Bank A/C

No 00600340073540

IFS Code HDFC0000060

Business Day Convention

(As per Shelf Disclosure Document ) As per SEBI Guideline of

Payment

Right to Re-purchase Debentures The Company will have power, exercisable at its sole and

absolute discretion from time to time, to re-purchase a part or all

of its Debentures from the secondary markets at Fair Market

Value or otherwise, at any time prior to the Redemption Date,

subject to applicable law and in accordance with the applicable

guidelines/regulations.

Record Date

The date, as may be fixed by the Company, which will days prior

to the redemption date on which the determination of the persons

entitled to receive coupon/redemption amount in respect of the

Debentures (i.e., persons whose names are registered in the

register of Debenture Holders or NSDL/CDSL record) shall be

made.

Interest on Application Money This issue does not contemplate any interest on application

money till allotment of Debentures.

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Transaction Documents Among others should include:

• Valuation Agreement between company and CRISIL and

amendments thereafter to the respective agreements as may be

applicable

Conditions Precedent to Disbursement NIL

Conditions Subsequent to Disbursement As per Shelf Disclosure Document

Events of Default As per Debenture Trust Deed

Debenture Trustee Beacon Trusteeship Limited

Roles and Responsibilities of Debenture

Trustee

As per Debenture Trust Deed

Governing Law and Jurisdiction The Debentures are governed by and will be construed in

accordance with the Indian law. The Company, the Debentures

and Company’s obligations under the Debentures shall, at all

times, be subject to the directions of the RBI and the SEBI. The

Debenture holders, by purchasing the Debentures, agree that the

Mumbai High Court shall have exclusive jurisdiction with

respect to matters relating to the Debentures.

Other Terms Default in Payment:

In case of default in payment of Coupon and/or principal

redemption on the Redemption Date, additional interest @ 2%

p.a. over the Coupon will be payable by the Company for the

defaulting period.

Delay in Listing:

In case of delay in listing of the Debentures beyond 20 days from

the Deemed Date of Allotment, the Company will pay penal

interest @1 % p.a. over the Coupon from the expiry of 30 days

from the Deemed Date of Allotment till the listing of such

Debentures to the investor.

The interest rates mentioned in above are independent of each

other.

Distribution Fees As mutually decided.

69

August 14, 2020

Valuation Agency Fees Fees will be paid by Issuer as per agreement

Valuation Agency Latest and historical valuation for such securities shall be made

available on the websites of issuer and valuer. The Valuer will

be a credit rating agency appointed by the Issuer.

Risk Factors associated with Market

Linked Debentures

The securities are created on the basis of complex mathematical

models involving multiple derivative exposures which may or

may not be hedged and the actual behavior of the securities

selected for hedging may significantly differ from the returns

predicted by the mathematical models.

The principal amount is subject to the credit risk of the issuer

whereby the investor may or may not recover all or part of the

funds in case of default by the Issuer.

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ANNEXURE II TRUSTEE CONSENT LETTER

A CRISIL rating reflects CRISIL's current opinion on the likelihood of timely payment of the obligations under the rated instrument and does not constitute an audit of the rated entity by CRISIL. CRISIL ratings are based on information provided by the issuer or obtained by CRISIL from sources it considers reliable. CRISIL does not guarantee the completeness or accuracy of the information on which the rating is based. A CRISIL rating is not a recommendation to buy, sell, or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. All CRISIL ratings are under surveillance. CRISIL or its associates may have other commercial transactions with the company/entity. Ratings are revised as and when circumstances so warrant. CRISIL is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of this product. CRISIL Ratings rating criteria are available without charge to the public on the CRISIL web site, www.crisil.com. For the latest rating information on any instrument of any company rated by CRISIL, please contact Customer Service Helpdesk at 1800-267-1301.

CONFIDENTIAL

ASHFCL/251738/LTPPMLD/072001237

July 29, 2020

Mr. Shalibhadra Shah

Chief Financial Officer

Motilal Oswal Home Finance Limited

Motilal Oswal Tower

Gokhale Road, Prabhadevi

Mumbai - 400025 Dear Mr. Shalibhadra Shah,

Re: CRISIL Rating on the Rs.250 Crore Long Term Principal Protected Market Linked Debentures of Motilal Oswal

Home Finance Limited

We refer to your request for a rating for the captioned Long Term Principal Protected Market Linked Debentures.

CRISIL has, after due consideration, assigned a "CRISIL PP-MLD AA-r/Stable" (pronounced “CRISIL PP-MLD double

A minus r rating with Stable outlook”) rating to the captioned debt instrument. 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.

A prefix of ‘PP-MLD’ indicates that the instrument is a principal-protected market-linked debenture. The terms of such instruments indicate

that while the issuer promises to pay back the face value/principal of the instrument, the coupon rates of these instruments will not be fixed, and could be linked to one or more external variables such as commodity prices, equity share prices, indices, or foreign exchange rates. The

'r' suffix indicates that payments on the rated instrument have significant risks other than credit risk. The terms of the instrument specify that

the payments to investors will not be fixed, and could be linked to one or more external variables such as commodity prices, equity indices, or foreign exchange rates. This could result in variability in returns because of adverse movement in value of the external variables, and/or

possible material loss of principal on early redemption of the instrument. The risk of such adverse movement in price / value is not

addressed by the rating.

For the purpose of issuance of the captioned debt instrument, this letter is valid for 180 calendar days from the date of the

letter. In the event of your company not placing the above instrument within this period, or in the event of any change in the

size/structure of your proposed issue, the rating shall have to be reviewed and a letter of revalidation shall have to be issued

to you. Once the instrument is issued, the above rating is valid throughout the life of the captioned debt instrument.

As per our Rating Agreement, CRISIL would disseminate the rating along with outlook through its publications and other

media, and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL reserves the right to

withdraw, or revise the rating / outlook assigned to the captioned programme at any time, on the basis of new information, or

unavailability of information, or other circumstances which CRISIL believes may have an impact on the rating.

As per the latest SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database

for corporate bonds/debentures, you are required to provide international securities identification number (ISIN; along with

the reference number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us.

The circular also requires you to share this information with us within 2 days after the allotment of the ISIN. We request you

to mail us all the necessary and relevant information at [email protected]. This will enable CRISIL to verify and confirm

to the depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to

contact us for any clarifications you may have at [email protected]

Should you require any clarifications, please feel free to get in touch with us. With warm regards, Yours sincerely,

Subha Sri Narayanan Nivedita Shibu

Director - CRISIL Ratings Associate Director - CRISIL Ratings

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ANNEXURE III - RATING LETTER


ANNEXURE IV: APPLICATION FORM

MOTILAL OSWAL HOME FINANCE LIMITED

A public limited company incorporated under the Companies Act, 1956

Date of Incorporation: October 01, 2013; CIN: U65923MH2013PLC248741

Registered Office: Motilal Oswal Tower, Rahimtullah Sayani Road,


Telephone No.: +91 22 4036 2408 ; Fax No.: +91 22 5036 2365

Contact Person: Mr. Jithesh Narayanan

Email: [email protected] ; Website: www.motilaloswalhf.com

DEBENTURE SERIES APPLICATION FORM SERIAL NO. - - - - -

Issue of Secured Rated, Listed, Redeemable, Taxable Non-Convertible Market Linked Debentures of face value of

Rs.10,00,000/- (Rupees Ten Lakh only) each, aggregating up to Rs 100,00,00,000/- (Rupees One Hundred Crores

only) on a private placement basis (the “Issue”)

DEBENTURE SERIES APPLIED FOR:

Number of Debentures: ____In words: __________-only

Amount Rs.________/-In words Rupees :__________Only

DETAILS OF PAYMENT:

Cheque / Demand Draft / RTGS

No. _____________ Drawn on_____________________________________________

Funds Transferred To Motilal Oswal Home Finance Limited

Dated ____________

Total Amount Enclosed

(In Figures) Rs._/-_(In words) _Only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in

the Memorandum and have considered these in making our decision to apply. We bind ourselves to these Terms and

73


Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the register

of debenture holders.

Name of the Authorized

Signatory(ies)

Designation Signature

.

Applicant’s Signature:

We the undersigned, are agreeable to holding the Debentures of the Company in dematerialized form. Details of my/our

Beneficial Owner Account are given below:

DEPOSITORY NSDL /CDSL

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

Applicant Bank Account :

(Settlement by way of Cheque / Demand Draft / Pay Order

/ Direct Credit / ECS / NEFT/RTGS/other permitted

mechanisms)

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realization)

We understand and confirm that the information provided in the Shelf Disclosure Document is provided by the Issuer and

the same has not been verified by any legal advisors to the Issuer, and other intermediaries and their agents and advisors

associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own

due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any

representations made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get

credited to the extent of allotted Debentures, ii) we must ensure that the sequence of names as mentioned in the Application

Form matches the sequence of name held with our Depository Participant, iii) if the names of the Application this application

are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository

Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Company

shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form.

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to

the returns on and/or the sale value of the Debentures and shall not look directly or indirectly to the Arranger (or to any

person acting on its or their behalf) to indemnify or otherwise hold us harmless in respect of any such loss and/or damage.

We undertake that upon sale or transfer to subsequent investor or transferee (“Transferee”), we shall convey all the terms

and conditions contained herein and in this Shelf Disclosure Document to such Transferee.

Applicant’s

Signature

74


FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note : Cheque and Drafts are subject to realization)

-------------------------------------------------(TEAR HERE)--------------------------------------------

ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO. 1 - - - - - - - -

Received from _______________________________________________

Address________________________________________________________________

______________________________________________________________________

Cheque/Draft/UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of application of

_____________________ Debenture

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Annexure V - Financials

Walker Chandiok & Co LLP 16th floor, Tower II, Indiabulls Finance Centre, SB Marg, Prabhadevi (W) Mumbai – 400 013 India

T +91 22 6626 2699 F +91 22 6626 2601

Chartered Accountants Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and its registered office

at L-41 Connaught Circus, New Delhi, 110001, India

Independent Auditor’s Report on Annual Financial Results of the Company Pursuant to the Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) To the Board of Directors of Motilal Oswal Home Finance Limited (formerly known as Aspire Home Finance Corporation Limited) Opinion 1. We have audited the accompanying annual financial results (‘the Statement’) of Motilal Oswal Home

Finance Limited (formerly known as Aspire Home Finance Corporation Limited) (‘the Company’) for the year ended 31 March 2020, attached herewith, being submitted by the Company pursuant to the requirements of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (‘the Listing Regulations’), including relevant circulars issued by SEBI from time to time.

2. In our opinion and to the best of our information and according to the explanations given to us, the

Statement:

i. is presented in accordance with the requirements of Regulation 52 of the Listing Regulations; and

ii. gives a true and fair view in conformity with the applicable Indian Accounting Standards (‘Ind AS’) prescribed under Section 133 of the Companies Act, 2013, read with relevant rules issued thereunder, and other accounting principles generally accepted in India, of the net profit after tax and other comprehensive income and other financial information of the Company for the year ended 31 March 2020.

Basis for Opinion 3. We conducted our audit in accordance with the Standards on Auditing (SAs’) specified under section

143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘the ICAI’) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our opinion.

Page 1 of 3

115

Chartered Accountants

Motilal Oswal Home Finance Limited (formerly known as Aspire Home Finance Corporation Limited) Independent Auditor’s Report on Annual Financial Results of the Company Pursuant to the Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Management’s and Those Charged with Governance Responsibilities for the Statement

4. This Statement has been prepared on the basis of the annual audited financial statements. The

Company’s Board of Directors are responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit/loss and other comprehensive income and other financial information of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India, and in compliance with Regulation 52 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

5. In preparing the Statement, the Board of Directors are responsible for assessing the Company’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

6. The Board of Directors are also responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Statement 7. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing, specified under section 143(10) of the Act, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Statement.

8. As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment

and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

Page 2 of 3

116

Chartered Accountants

Motilal Oswal Home Finance Limited (formerly known as Aspire Home Finance Corporation Limited) Independent Auditor’s Report on Annual Financial Results of the Company Pursuant to the Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

• Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

9. We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

10. We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters 11. The Statement includes the financial results for the half year ended 31 March 2020, being the

balancing figures between the audited figures in respect of the full financial year and the published unaudited figures for the half year ended 30 September 2019, which were subject to limited review by us.

12. The audit of the financial results for the corresponding half year and previous year ended 31 March

2019 included in the Statement was carried out and reported by BSR & Co. LLP, who have expressed unmodified opinion vide their audit report dated 10 May 2019, whose report has been furnished to us, and which has been relied upon by us for the purpose of our audit of the Statement. Our opinion is not modified in respect of this matter.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No.: 001076N/N500013 Sudhir N. Pillai Partner Membership No. 105782

UDIN No:20105782AAAABX3157 Place: Mumbai Date: 27 April 2020 Page 3 of 3

SUDHIR NARAYANA PILLAI

Digitally signed by SUDHIR NARAYANA PILLAI Date: 2020.04.27 19:15:07 +05'30'

117

(Amount in lakhs)As at As at

31 March 2020 31 March 2019(Audited) (Audited)

A) ASSETS

1. Financial assets(a) Cash and cash equivalents 11,342 7,997 (b) Bank balances other than (a) above 277 259 (c) Receivables

(i) Trade receivables 125 245 (d) Loans 362,754 421,310 (e) Investments - 5,064 (f) Other financial assets 1,311 5,721 Total financial assets (A) 375,809 440,596

2. Non - financial assets(a) Current tax assets (net) 846 221 (b) Deferred tax assets (net) 9,762 11,987 (c) Property, plant and equipment 1,305 1,098 (d) Other intangible assets 289 320 (e) Other non-financial assets 728 2,586 Total non - financial assets (B) 12,930 16,212

Total Assets (A +B) 388,739 456,808

B. LIABILITIES AND EQUITY

Liabilities1. Financial liabilities(a) Trade payables

(i) total outstanding dues of micro enterprises and small enterprises - - (ii) total outstanding dues of creditors other than micro enterprises and small enterprises 55 346

(b) Debt securities 150,846 203,611 (c) Borrowings (other than debt securities) 143,979 155,055 (d) Other financial liabilities 6,513 14,570 Total financial liabilities (C) 301,393 373,582

2. Non - financial liabilities(a) Current tax liabilities (net) 352 160 (b) Provisions 256 276 (c) Other non-financial liabilities - 129 Total non - financial liabilities (D) 608 565

3. Equity(a) Equity share capital 60,130 60,087 (b) Other equity 26,608 22,574 Total equity (E) 86,738 82,661

Total Liabilities and Equity (C + D + E) 388,739 456,808

The accompanying notes form an integral part of these financial results

Statement of Assets and Liabilities as at 31 March 2020

Particulars

Motilal Oswal Home Finance Limited (Formerly known as Aspire Home Finance Corporation Limited)Registered office: Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai-400025

Tel: +91 22 3980 4200 / 39804263, Fax: +91-22-38464315 website: www.motilaloswalhf.com(CIN:U65923MH2013PLC248741)

118

(Amount in lakhs unless otherwise stated)Particulars

31 March 2020 31 March 2019 31 March 2020 31 March 2019(Refer note 2) (Refer note 2) (Audited) (Audited)

Revenue from operations(a) Interest income 27,051 30,415 56,367 62,858 (b) Net gains on fair value changes 92 433 202 626 (c) Fees and commission income 383 384 732 663 Total revenue from operations (I) 27,526 31,232 57,301 64,147 Other income (II) 283 338 344 695 Total Income (1) = (I +II) 27,809 31,570 57,645 64,842

Expenses(a) Finance cost 16,094 20,483 34,326 40,406 (b) Employee benefits expenses 2,966 3,247 6,266 6,372 (c) Depreciation and amortisation expenses 328 251 680 449 (d) Impairment on Financial Instruments (Refer note 6 and note 8) 1,687 20,008 7,665 35,232 (e) Other expenses 1,392 1,612 2,616 3,537 Total expenses (2) 22,467 45,601 51,553 85,996

Profit/(loss) before tax (3) = (1)-(2) 5,342 (14,031) 6,092 (21,156)

Tax expense/ (credit) Current tax - (75) - (75) Deferred tax 1,933 (5,064) 2,184 (7,392) Total tax expenses (4) 1,933 (5,139) 2,184 (7,467)

Profit/(Loss) for the period (5) = (3)-(4) 3,409 (8,892) 3,908 (13,689)

Other comprehensive income (i) Items that will not be reclassified to statement of profit or loss - Acturial gain on post retirement benefit plans 50 73 113 181 - Tax impact on the above (17) (26) (39) (63) Total other comprehensive income (6) 33 47 74 118

Total comprehensive income/(loss) for the period (7) = (5)+(6) 3,442 (8,845) 3,982 (13,571)

Earning per share (EPS) (in INR)Basic 0.06 (0.16) 0.07 (0.25) Diluted 0.06 (0.16) 0.06 (0.25) Face value per share 1.00 1.00 1.00 1.00 * EPS for six months period is not annualised

The accompanying notes form an integral part of these financial results

Statement of financial results for the six months and year ended 31 March 2020

Half year ended Year ended

Motilal Oswal Home Finance Limited (Formerly known as Aspire Home Finance Corporation Limited)Registered office: Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai-400025

Tel: +91 22 3980 4200 / 39804263, Fax: +91-22-38464315 website: www.motilaloswalhf.com(CIN:U65923MH2013PLC248741)

119

Notes:1)

2)

3)

4)

5)

(Amount in lakhs)

6)

b) The balance amount is net impact of reversal of impairment of loans.

7)

8)

For and on behalf of the board of Directors

Motilal OswalPlace: Mumbai ChairmanDate: 27 April 2020 DIN: 00024503

- Advertisement income from Revenue from operations to Other income.

The above results has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other accounting principles generally accepted in India.

Half year ended 31 March 2020

12742

140

- Loans written off are regrouped from Other expenses to Impairment on financial instruments.

Year ended 31 March 2020

Decrease in rent expense (other expenses) 285Net impact 59

Increase in depreciation and amortisation expense 263Increase in finance cost

The above results has been reviewed by the Audit Committee and thereafter approved by the Board of Directors of Motilal Oswal Home Finance Limited(Formerly known as Aspire Home Finance Corporation Limited) (the 'Company') at their respective meetings held on 27 April 2020.

The Company is primarily engaged into business of providing loans for purchase or construction of residential houses. Further the Company does not haveany separate geographical segment in India. As such there are no separate reportable segment as per Ind AS 108 “Operating Segments”.

Figures for the half year ended 31 March 2020 and the corresponding half year ended 31 March 2019 represent the difference between the audited figures inrespect of the full financial years and the published reviewed figures for the half year ended 30 September 2019 and 30 September 2018 respectively.

The previous period figures have been regrouped/reclassified wherever necessary to correspond with the current period's presentation as under:

Impairment on financial instruments for the year ended 31 March 2020 includes the below:a) INR 9,874 lakhs of loss due to sale of non performing loans to an asset reconstruction company; and

Effective 1 April 2019, the Company adopted lnd AS 116 "Leases" using the cumulative catch-up approach. In accordance with the cumulative catch-uptransition method, the comparatives have not been retrospectively adjusted. As a result of adoption of lnd AS 116, Company has recognised Right of Useassets as at 1 April 2019 for leases previously classified as operating leases and measured at an amount equal to lease liability (adjusted for relatedprepayments/accruals). The Company has discounted lease payments using the incremental borrowing rate for measuring the lease liability. The resultantimpact on profit/(loss) before tax is provided below:

Particulars

81

The SARS-CoV-2 virus responsible for COVID -19 continues to spread across the globe and India, which has contributed to a significant decline and volatility inglobal and Indian Financial Markets and a significant decrease in the economic activities. On 11 March 2020, the COVID-19 outbreaks declared as a globalpandemic by the World Health Organisation. Numerous governments and companies including Motilal Oswal Home Finance Limited have introduced avariety of measures to contain the spread of the virus. On 24 March 2020 the Indian Government had announced a strict 21 day lockdown which has beenfurther extended by 19 days across the country to contain the spread of virus. Covid 19 presented us an operational challenges and required recalibrating themanagement methodology for sales, collections, operations, etc. The outcome has enabled most of our employees to work remotely and securely.In accordance with the RBI guidelines relating to COVID-19 Regulatory Package, the Company would be granting a moratorium of three months on paymentsof instalments and/ or interest falling due between 1st March 2020 and 31st May 2020 to eligible borrowers. For such accounts where the moratorium isgranted, the asset /Stage-wise classification shall remain stand still during the moratorium period. (i.e. the number of days past-due shall exclude themoratorium period for the purposes of asset classification).The Company has recognise provisions as on 31 March 2020 towards its assets including loans based on the information available at this point of timeincluding economic forecasts, in accordance with the Expected Credit Loss method. The Company believes that it has taken into account all the possibleimpact of known events arising out of COVID 19 pandemic in the preparation of financial results. However the impact assessment of COVID 19 is a continuingprocess given its nature and duration. The Company will continue to monitor for any material changes to future economic conditions.

29

MOTILAL GOPILAL OSWAL

Digitally signed by MOTILAL GOPILAL OSWAL Date: 2020.04.27 18:03:59 +05'30'

120


Annexure VI

Related Party Transactions for last three financial years

Particulars 31.03.2020

(IND AS)

31.03.2019

(IND AS)

31.03.2018

(IND AS)

Reimbursement of expenses by the Company

Motilal Oswal Financial Services Limited

- Sundry expenses 2,667,938 31,34,097 1,40,32,614

- Rent 34,916,316 4,70,80,158 6,94,70,100

- Electricity expense 2,407,544 44,79,210 -

Share based payment cost incurred by the Company

Motilal Oswal Financial Services Limited (405,386) 6,76,911 12,35,031

Share based payment cost incurred by parent Company

Motilal Oswal Financial Services Limited 1,074,081 48,56,320 40,50,924

Loan Received

Motilal Oswal Financial Services Limited 10,830,000,000 2,15,00,00,000 2,75,00,000

Motilal Oswal Finvest Limited - 1,00,00,00,000

Loan repaid

Motilal Oswal Financial Services Limited 10,830,000,000 2,15,00,00,000 2,75,00,000

Motilal Oswal Finvest Limited - 1,00,00,00,000

Loan repayment received

Anil Sachidanand - 96,76,087 7,16,121

Interest paid

Motilal Oswal Financial Services Limited 20,962,467 56,84,383 -

Motilal Oswal Finvest Limited - 43,72,603 -

Payment towards collections from derecognised loan

assets

Motilal Oswal Finvest Limited 266,192,454 - -

Arranger fees paid

Motilal Oswal Wealth Management Limited 5,139,538 41,86,837 -

Business Support Charges paid -

Motilal Oswal Financial Services Limited 22,500,000 2,25,00,000

Commission Exps Bank Guarantee

Motilal Oswal Financial Services Limited 19,258,096 45,93,171

Corporate Guarantee received

Motilal Oswal Financial Services Limited 8,47,49,10,714- 7,42,00,00,000

Remuneration paid including accrual for compensated

absences *

Anil Sachidanand - resigned on 17.08.2018 - 87,68,215 3,29,02,270

Mr. Sanjay Athalye 4,457,895 89,15,534 -

Mr. Sanjaya Kulkarni 70,000 1,13,000 1,60,000

Mrs. Smita Gune 180,000 2,45,000 2,27,000

Mrs. Rekha Shah 180,000 - -

Mr. Hemant Kaul - resigned on 15.02.2019 - 1,57,000 1,10,000

Mr. Gautam Bhagat 20,000 1,08,000 40,000

Mr. Vivek Kannan 9,249,876

Interest received

Anil Sachidanand - resigned on 17.08.2018 - 4,38,119

Customer referral fees received

Motilal Oswal Securities Limited - - -

121


*The above figures do not include provision for gratuity to the managing director. Gratuity is actuarially determined for

the Company as a whole and separate figure for the managing director is not available.

Subscription of equity shares including premium

Motilal Oswal Financial Services Limited - - 65,00,00,009

Motilal Oswal Investment Advisors Limited - 50,00,00,000 34,99,99,991

Motilal Oswal Wealth Management Limited - - 50,00,00,000

Motilal Oswal Finvest Limited - 1,50,00,00,000 -

Mr. Anil Sachidanand - - -

Mr. Navin Agarwal - - -

Mr. Shalibhadra Shah 60,000

Security Deposit

Motilal Oswal Financial Services Limited - - -

Balance payable

Motilal Oswal Financial Services Limited 9,482,848 44,44,413 3,31,15,206

Motilal Oswal Wealth Management Limited 609,749 1,55,776 -

Motilal Oswal Finvest Limited 50,621,960

Balance Receivable

Motilal Oswal Financial Services Limited 782,905 4,24,534 25,91,348

Anil Sachidanand - - 1,05,54,719

Key Management personnel compensation

Short term employee benefit 14,157,771 1,83,06,749 3,34,39,270

Share based payments 1,368,758 3,88,536 -

122


Annexure VII

123


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