INFORMATION MEMORADUM MOTILAL OSWAL ... - BSE

Private & Confidential - For Private Circulation Only This Information Memoradum Document is neither a prospectus nor a statement in lieu of a prospectus

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

INFORMATION MEMORADUM 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.

ISSUE: INFORMATION MEMORADUM DOCUMENTS (IM) FOR THE PRIVATE PLACEMENT OF SECURED, RATED, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH (“DEBENTURES”/ “NCDS”), TO BE ISSUED IN ONE OR MORE SERIES/TRANCHES, AGGREGATING UPTO RS. 75,00,00,000/- (RUPEES SEVENTY FIVE CRORES ONLY). GENERAL RISKS For taking an investment decision, investors must rely on their own examination of the Issue and the Information Memoradum 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 Information Memoradum Document. Specific attention of investors is invited to statement of Risk Factors contained under Section 3 of this Information Memoradum Document.

ISSUER’S ABSOLUTE RESPONSIBILTY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memoradum 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 Information Memoradum 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 AA-/ Stable’ [Pronounced CRISIL Double A Minus Stable’] 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 Information Memoradum 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

Information Memoradum

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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 Information Memoradum 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, Rated, Listed, Redeemable, Non-convertible Debentures each having a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, to be issued in one or more Series/Tranche, aggregating upto Rs. 75,00,00,000/- (Rupees Seventy Five 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 Information Memoradum 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, Rated, Listed, Redeemable, Non-convertible debentures each having a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, aggregating upto Rs. 75,00,00,000/- (Rupees Seventy Five Crores only) for cash at par, in dematerialized form on a private placement basis to certain identified investors in or more Series/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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Information Memoradum Document

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 Information Memoradum 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum Document with MCA/ROC.

This Information Memoradum 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 Information Memoradum 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 Information Memoradum Document does not purport to contain all the information that any Eligible Investor may require. Further, this Information Memoradum 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum Document would be doing so at its own risk.

This Information Memoradum 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 Information Memoradum Document are intended to be used only by those Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom Application Forms along with this Information Memoradum Document being issued have been sent. Any application by a person to whom the Information Memoradum Document has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memoradum 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 Information Memoradum 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 Information Memoradum Document) without retaining any copies hereof. If any recipient of this Information Memoradum Document decides not to participate in the Issue, that recipient must promptly return this Information Memoradum Document and all reproductions whether in whole or in part and any other information statement, notice,


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opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Information Memoradum Document to reflect subsequent events after the date of Information Memoradum 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum Document in any jurisdiction where such action is required. Persons into whose possession this Information Memoradum Document comes are required to inform them of, and to observe, any such restrictions. The Information Memoradum 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 Information Memoradum 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 Information Memoradum Document to the BSE should not in any way be deemed or construed to mean that this Information Memoradum 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 Information Memoradum 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 Information Memoradum Document has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly understood that this Information Memoradum 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum Document. Neither is the Sole Arranger responsible for preparing, clearing, approving, scrutinizing or vetting this Information Memoradum Document, nor it is responsible for doing any due-diligence for verification of the truth, correctness or completeness of the contents of this Information Memoradum Document. The Sole Arranger shall be entitled to rely on the truth, correctness and completeness of this Information Memoradum Document. It is to be distinctly understood that the aforesaid use of this Information Memoradum by the Sole Arranger should not in any way be deemed or construed to mean that the Information Memoradum Document has been prepared, cleared, approved, scrutinized or vetted by the Sole Arranger. Nor should the contents of this Information Memoradum 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


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recipient must satisfy itself as to the accuracy, reliability, adequacy, reasonableness or completeness of the Information Memoradum Document.

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 Information Memoradum 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 Information Memoradum 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 Information Memoradum Document. No responsibility or liability or duty of care is or will be accepted by the Sole Arranger for updating or supplementing this Information Memoradum 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 Information Memoradum 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 Information Memoradum Document. The receipt of this Information Memoradum 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 Information Memoradum 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 Information Memoradum Document, who shall be/have been identified upfront by the Issuer. This Information Memoradum 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 Information Memoradum 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.


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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,


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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 Information Memoradum Document, since the date of publishing audited financial accounts contained in this Information Memoradum 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.


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SECTION 4: REGULATORY DISCLOSURES

The Information Memoradum 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.


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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.


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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)





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


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Particulars



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:


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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 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 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 Sub Total 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

Individual shareholders holding nominal share capital 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 Motilal Oswal Real Estate Investment

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

Motilal Oswal Real Estate Investment Advisors Private Limited

Motilal Oswal Foundation Motilal Oswal Asset Management

Company Limited MOPE Investment Advisors Private

Limited Motilal Oswal Investment Advisors

Limited Motilal Oswal Financial Services

Limited Passionate Investment Management

Private Limited Mr. Navin Agarwal Non-Executive Director 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


Motilal Oswal Real Estate Investment Advisors II Private Limited

Motilal Oswal Finvest Limited Motilal Oswal Capital 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

List of other directorships

Mrs. Rekha Shah Independent Director DIN: 07072417

54 Flat 10, Plot 409, Jolly Bhavan, 1B

Jolly Friends CHS, 15th Road, TPS III,

Bandra (West), Mumbai – 400050


Motilal Oswal Asset Management 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 Non-Executive Director 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 Independent Director DIN: 07072417

30.10.2018 N.A. Appointment

Mr. Hemant Kaul Independent Director DIN: 00551588

15.02.2019 10.10.2015 Resignation

Mr. Gautam Bhagat Independent Director DIN: 00021512

10.05.2019 02.11.2017 Resignation

Mrs. Smita Gune Independent Director 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

Redemption 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


30 INE658R07307 2.48 2.60 2.60 04-Jul-19

28-Dec-21

CRISIL PP MLD AA-r


31 INE658R07307 2.46 5.62 5.62 11-Jul-

19 28-Dec-

21

CRISIL PP MLD AA-r


32 INE658R07307 2.39 1.72 1.72 06-Aug-19

28-Dec-21

CRISIL PP MLD AA-r


33 INE658R07307 2.33 3.15 3.15 28-Aug-

19 28-Dec-

21

CRISIL PP MLD AA-r


34 INE658R07307 2.30 1.63 1.63 11-Sep-19

28-Dec-21

CRISIL PP MLD AA-r


35 INE658R07307 2.28 3.27 3.27 19-Sep-19

28-Dec-21

CRISIL PP MLD AA-r


36 INE658R07307 2.26 3.28 3.28 26-Sep-

19 28-Dec-

21

CRISIL PP MLD AA-r


37 INE658R07315 1.24 28.60 28.60 19-Jul-19

16-Oct-20

CRISIL PP MLD AA-r


38 INE658R07315 1.21 20.96 20.96 30-Jul-

19 16-Oct-

20

CRISIL PP MLD AA-r


39 INE658R07315 1.19 31.44 31.44 06-Aug-

19 16-Oct-

20

CRISIL PP MLD AA-r


40 INE658R07323 1.24 19.20 19.20 28-Aug-19

26-Nov-20

CRISIL PP MLD AA-r



25

41 INE658R07323 1.21 3.52 3.52 11-Sep-19

26-Nov-20

CRISIL PP MLD AA-r


42 INE658R07323 1.19 4.23 3.22 19-Sep-19

26-Nov-20

CRISIL PP MLD AA-r


43 INE658R07323 1.17 5.45 5.45 26-Sep-

19 26-Nov-

20

CRISIL PP MLD AA-r


44 INE658R07331 2.51 7.90 7.90 15-Nov-19

18-May-22

CRISIL PP MLD AA-r


45 INE658R07331 2.49 2.70 2.70 21-

Nov-19 18-May-

22

CRISIL PP MLD AA-r


46 INE658R07331 2.47 7.22 7.22 29-Nov-19

18-May-22

CRISIL PP MLD AA-r


47 INE658R07331 2.45 5.73 5.73 05-Dec-19

18-May-22

CRISIL PP MLD AA-r


48 INE658R07331 2.43 2.01 2.01 12-Dec-

19 18-May-

22

CRISIL PP MLD AA-r


49 INE658R07331 2.41 7.16 6.05 20-Dec-19

18-May-22

CRISIL PP MLD AA-r


50 INE658R07331 2.39 1.92 1.92 27-Dec-

19 18-May-

22

CRISIL PP MLD AA-r


51 INE658R07349 2.92 16.50 14.50 29-Jan-20

29-Dec-22

CRISIL PP MLD AA-r


52 INE658R07349 2.88 9.84 9.84 13-Feb-20

29-Dec-22

CRISIL PP MLD AA-r


53 INE658R07349 2.84 7.45 7.45 27-Feb-

20 29-Dec-

22

CRISIL PP MLD AA-r


54 INE658R07349 2.82 6.66 6.66 06-Mar-20

29-Dec-22

CRISIL PP MLD AA-r


55 INE658R07364 1.50 33.80 33.80 11-Jun-

20 10-Dec-

21

CRISIL PP MLD AA-r


56 INE658R07364 1.48 29.85 29.85 18-Jun-20

10-Dec-21

CRISIL PP MLD AA-r


57 INE658R07364 1.45 29.33 29.33 30-Jun-20

10-Dec-21

CRISIL PP MLD AA-r


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


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 AA-/ STABLE’ [Pronounced CRISIL Double A Minus Stable’] 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 Information Memoradum 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 Information Memoradum 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

4.25 Details of Debt Securities Sought to be Issued


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Under the purview of the current document, the Issuer intends to raise an amount upto Rs. 75,00,00,000/- (Rupees Seventy Five Crores only) by issue of Secured Rated Listed Redeemable Non-Convertible Debentures on a private placement basis in one or more tranches.

Please refer to Annexure I to this Information Memoradum Document for further details on the Issue.

4.26 Issue Size

Secured Rated Listed Redeemable Non-Convertible Debentures Issue aggregating upto Rs. 75,00,00,000/- (Rupees Seventy Five Crores 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 The security being in the nature of debentures and being issued at par, are not required to be valued by a valuer.

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

4.33 Principle Terms of Assets charged as Security


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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 Information Memoradum 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 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.


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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 Information Memoradum 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 Information Memoradum 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 Non-Executive Director

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 Non-Executive Director

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

Sl. Name & Designation Brief Profile 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 Independent Director

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 Independent Director

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

Sl. Name & Designation Brief Profile 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. Vivek Kannan Chief Operating Officer

Mr. Vivek Kannan is Chief Operating Officer of Motilal Oswal Home Finance Limited. He has completed B Tech from Gulbarga University, Gulbarga (Now Rajiv Gandhi Technology University). He has joined Motilal Oswal Group in 2019. Prior to joining Motilal Oswal Group, he was associated with GE Capital, Barclays, CITI and DHFL. He has more than 22 years of experience.

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.


34

E. Name, address, DIN and occupations of the directors:

Name, Designation and DIN

Age (Years)

Address Director since

List of other directorships

Mr. Motilal Oswal Chairman & Non-Executive Director 00024503

58 10, Mount Unique, Peddar Road, Mumbai -

400 026

01.10.2013 MOPE Investment Advisors Private Limited



Motilal Oswal Foundation Motilal Oswal Real Estate

Investment Advisors Private Limited


Passionate Investment Management Private Limited

Motilal Oswal Capital 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

Motilal Oswal Real Estate Investment Advisors Private Limited

Motilal Oswal Foundation Motilal Oswal Asset Management

Company Limited MOPE Investment Advisors Private

Limited Motilal Oswal Investment Advisors

Limited Motilal Oswal Financial Services

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




Motilal Oswal Finvest Limited Motilal Oswal Capital 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

Motilal Oswal Asset Management 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:


35

i. Statutory Dues Duly Paid

ii. Debenture and interest thereon Duly Paid 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 IX

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 X

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


36

Intention of promoters, directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) [Not required in case of issue of non-convertible debentures]

N.A.

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 Sub Total 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


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

(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 Sub Total 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

Individual shareholders holding nominal share capital 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

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 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


39

D Share Premium Account (before the offer)

2,60,78,70,192

Share Premium Account (after the offer)

2,60,78,70,192

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.

)

Issue

Price

(Rs.)

Consideration (in cash)

Nature of Allotmen

t

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 10000000

0 10000000

00 - N/A

27/03/2015

100000000 10 10 1000000000

Right issue

200000000

2000000000 - N/A

4/6/2015 2500000 10 10 25000000 Preferenti

al issue 20250000

0 20250000

00 - 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 30571667

9 30571667

90 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 50139328

23 50139328

23 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 Preferenti

al issue 60081030

15 60081030

15 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


40

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 60123162

65 60123162

65 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

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 Information Memoradum 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 Information Memoradum 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 Information Memoradum Document also does not contain any false or misleading statement.

c. The Issuer accepts no responsibility for the statements made otherwise than in this Information Memoradum

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 10, 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum Document

The extent of disclosures made in the Information Memoradum 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;


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- 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


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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;


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(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


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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


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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 Information Memoradum 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 Information Memoradum 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


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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 Information Memoradum 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 EBP Platform: Annexure VIII

8.10 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.


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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.

(a) Application Procedure

Eligible investors will be invited to subscribe by way of the Application Form prescribed in the Information Memoradum 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.

8.11 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:

ritinmawani

Typewritten text

Please refer Annexure IV for Application form.


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(a) Minors without a guardian name* (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

8.12 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.

8.13 Depository Arrangements

The Issuer shall make necessary arrangement with CDSL and NSDL for issue and holding of Debentures in dematerialized form.

8.14 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.

8.15 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.


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In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.

8.16 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

8.17 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 (including EFT/ RTGS details)

8.18 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.

8.19 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.

8.20 Mode of Payment

All payments must be made through cheques, demand drafts, EFT/RTGS as set out in the Application Form. 8.21 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.

8.22 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


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time under the Income Tax Act, 1961 or any statutory modification or re-enactment thereof for the time-being in force.

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.

8.23 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.

8.24 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

8.25 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.

8.26 Record Date

The Record Date will be 15 (Fifteen) days calendar days prior to any Due Date. 8.27 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.

8.28 Interest on Application Money


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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.

8.29 Interest on NCDs

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.

8.30 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.

8.31 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).

8.32 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


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Company XYZ Limited 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

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 Information Memoradum 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 Information Memoradum 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 Information Memoradum 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 Information Memoradum Document is as applicable to privately placed debt securities and subject to information available with the Issuer. The extent of disclosures made in this Information Memoradum Document is consistent with disclosures permitted by regulatory authorities to the issue of securities made by companies in the past.

Date: July10, 2020 Place: Mumbai

SECTION 10: ANNEXURES

ANNEXURE I

Issuer Motilal Oswal Home Finance Limited (Issuer/Company/MOHFL)

Type of Instrument Secured Rated Redeemable Listed Non-Convertible Debentures (NCDs/Debentures)

Nature of the Instrument Secured

Seniority Senior

Mode of Issue Private placement

Objects & Details of the

utilization of the Proceeds

The issue proceeds will utilize to meet funding requirements of the issuer for on-

lending purposes

NCDs are not intended to be issued to facilitate resource requests of group entities

/ parent company / associates

Rating of Instrument

‘CRISIL AA-/ Stable’ By CRISIL Ratings Ltd

The issuer/investor(s) reserves the right to obtain an additional credit rating 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

Debenture Trustee Beacon Trusteeship Ltd

Registrar & Transfer Agent Link Intime India Pvt. Ltd

Eligible Investors As mentioned in this Information Memoradum Document under the captioned

“Eligible Investor”

Face Value Rs. 10,00,000/- (Rupees Ten Lakh only) each.

Series As per Issue Addendum

Issue Size As per Issue Addendum

Issue Price As per Issue Addendum

Tenor As per Issue Addendum

Coupon Type As per Issue Addendum

Coupon Rate As per Issue Addendum

Coupon Payment Frequency As per Issue Addendum

Coupon Payment dates As per Issue Addendum

Coupon Reset Process As per Issue Addendum

Step Up/Step Down Coupon Rate As per Issue Addendum

Redemption Date As per Issue Addendum

Redemption Amount As per Issue Addendum

Redemption As per Issue Addendum

Redemption Premium/ Discount As per Issue Addendum

Discount at which security is

issued and the effective yield as a

result of such discount.

As per Issue Addendum

Put Date As per Issue Addendum

Put Price As per Issue Addendum

Put Option Notice As per Issue Addendum

Call Date As per Issue Addendum

Call Price As per Issue Addendum

Call Option Notice As per Issue Addendum

Put Notification Time As per Issue Addendum

Call Notification Time As per Issue Addendum

Security & Security Cover As per Issue Addendum

Material Adverse Effect

definition

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

65


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

Day Count Basis Actual / Actual

Interest on Application Money At the Initial 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.

Listing

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 (Twenty) calendar days

from the Deemed Date of Allotment, the Issuer will pay penal interest of at least 1 %

p.a. over the Coupon Rate from the expiry of 30 (Thirty) calendar days from the

Deemed Date of Allotment till the listing of such Debentures.

Representations and Warranties

of the Issuer

As mentioned in the caption titled “Representations And Warranties Of The Issuer”

in the Information Memoradum document to the Issue. The Representations and

Warranties shall be continuous in nature and shall be deemed to occur on every day

till redemption of the Debentures.

Minimum Application size and in

multiples Debt Security

thereafter

the minimum application size for the Issue shall be 10 Debentures and in multiples

of 1 Debenture thereafter.

Issuance mode of the Instrument Demat only

Trading mode of the Instrument Demat only

Settlement mode of the

Instrument RTGS/ Any other electronic mode

Depositories NSDL/CDSL

Business Day Any being a day excluding Saturdays, Sundays or public holiday in Mumbai.

Business Day Convention 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, then the succeeding Business Day will be

considered as the effective date. The interest for such additional period shall be

adjusted and paid in the next coupon cycle. Hence the subsequent coupon payment

period remains intact.

If the Redemption 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.

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, which shall be the date falling

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

Transaction Documents

i. Debenture Trust Deed,

ii. Deed of Hypothecation

iii. Information Memoradum Document and Issue Addendums for each

tranche/series;

iv. PAS-4

v. Undertaking from the Issuer mentioning all the borrowing facilities of the

Company are standard in nature.

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

Conditions Precedent to

Disbursement

1. Execution of Information Memoradum Document

2. Credit Rating Letter & Rationale

3. Trustee Consent Letter

4. Resolution of the Company's board of directors authorizing the issuance of

debentures;

5. Resolution of the shareholders of the Company under 180(1)(c) of the Act

6. Resolution of the shareholders of the Company under Section 42 of the Act

7. Execution of the Debenture Trustee Agreement

8. Any other customary documents as may be required by the Debenture

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Trustee/ Subscriber

Conditions Subsequent to

Disbursement

The Company shall fulfil the following conditions subsequent, to the satisfaction of

the Debenture Trustee, pursuant to the Deemed Date of Allotment:

1. the Issuer shall ensure that the Debentures are credited into the demat

account(s) of the Debenture Holders within 2 (two) Business Days from the

Deemed Date of Allotment of the respective Series;

2. the Company will ensure listing of Debentures on the BSE within stipulated

timelines;

3. the Company shall, inter alia, file a copy of Form PAS-3 of the Companies

(Prospectus and Allotment of Securities) Rules, 2014 with the ROC within

15 (fifteen) days of the allotment of Debentures along with a list of the

Debenture Holders and PAS 5;

4. Execution of Deed of Hypothecation & Debenture Trust Deed within the

stipulated timelines

5. Filing CHG-9 Form with ROC within stipulated timelines

6. Execution of any other documents as customary for transaction of a similar

nature and size.

Default Interest Rate/Additional

Interest Rate

Without prejudice to any other rights and remedies available to the Debenture

Trustee pursuant to the terms of Transaction Documents:

a) If, at any time, a Payment Default occurs, the Company agrees to pay

additional interest at the rate of 2% (Two Percent) per annum over and

above the applicable Coupon Rate on all amounts outstanding under the

relevant series of Debentures (including the Outstanding Principal

Amounts and any accrued but unpaid interest) from the date of

occurrence of such a Payment Default until such Payment Default is cured

or the Debentures are fully redeemed.

b) If the Company fails to execute the Debenture Trust Deed and Deed Of

Hypothecation within the stipulated timelines, 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 over and above the applicable Coupon Rate

on all amounts outstanding under the NCDs (including the Outstanding

Principal Amounts and any accrued interest) from the Issue Closure Date

until such time the deed is executed and the conditions prescribed by

Debenture Holders (if any) have been complied with.

Event of Defaults As mentioned in this Information Memoradum Document under captioned “Event of

Defaults”

EBP Process

(Applicable if Issuance through

EBP Platform)

Issue and Payment Procedure

• Bidding Process

All Eligible Participants are required to apply for the Issue and make payment of

the full application amount in accordance with the Bidding Process outlined in the

Information Memoradum Document. The Issue will be through open bidding on

the EBP platform in line with EBP Guidelines vide SEBI circular

SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 or such other circular

issued from time to time.

• Manner of settlement

Settlement of the Issue will be done through the [escrow account of the Issuer /

ICCL] and the account details are given in the section on ‘Payment Mechanism’ of

this Disclosure Document.

• Provisional or Final Allocation

Allocation shall be made on a pro rata basis in the multiples of the bidding lot size,

i.e., in multiples of Rs. 10,00,000 (Rupees Ten Lakh Only). Post completion of

bidding process, the Issuer will upload the provisional allocation on the BSE EBP

platform. Post receipt of details of the successful bidders, the Issuer will upload

the final allocation file on the BSE-EBP platform.

• Payment Mechanism

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Payment of subscription money for the Bonds should be made by the Identified

Investors as notified by the Issuer.

The participants should complete the funds pay-in to the designated bank account

of Indian Clearing Corporation Ltd (ICCL).

List of Designated Banks is as under:

ICICI BANK YES BANK HDFC BANK

Beneficiary Name

Indian Clearing

Corporation Ltd

Indian Clearing

Corporation Ltd

Indian Clearing

Corporation Ltd

Account Number ICCLEB ICCLEB ICCLEB

IFSC Code ICIC0000106 YESB0CMSNOC HDFC0000060

Mode RTGS RTGS RTGS

Successful bidders must do the subscription amount payment to the Designated

Bank Account on or before 10:30 a.m. on the Pay-in Date (“Pay-in Time”).

Identified Investors should ensure to make payment of the subscription amount

for the Bonds from their same bank account which is updated by them in the BSE

EBP platform while placing the bids. In case of mismatch in the bank account

details between BSE - EBP platform and the bank account from which payment is

done by the successful bidder, the payment would be returned.

Note: In case of failure of any Identified Investor to complete the subscription

amount payments by the Pay-in Time or the funds are not received in the

Designated Bank Account by the Pay-in Time for any reason whatsoever, the bid

will liable to be rejected and the Issuer shall not be liable to issue Bonds to such

Identified Investors.

• Settlement Process

Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the

Issue shall instruct the Depositories on the Pay-In Date, and the Depositories shall

accordingly credit the allocated Bonds to the demat account of the successful

bidder.

The Company shall give the instruction to the Registrar for crediting the Debentures

by 12:00 p.m. on the Pay-In Date. The Registrar shall provide corporate action file

along with all requisite documents to Depositories by 12:00 p.m. on the Pay-In Date.

On the Pay-In Date, the Depositories shall confirm to the Issuer the transfer of Bonds

in the demat account(s) of the successful bidder(s).

Method of Allotment


EBP Platform)


Settlement cycle


EBP Platform)


Manner of Bidding


EBP Platform)


Mode of Allotment


EBP Platform)


Settlement Through


EBP Platform)

ICCL & BSE

Role and Responsibilities of

Debenture Trustee

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

Holder(s).

Indemnification

The Issuer will indemnify, and hold harmless the Debenture Holder, Investment

Manager of Debenture Holders, and their respective shareholders, officers,

directors, employees, representatives and attorneys from and against any claim,

liability, demand, loss, damage, judgment or other obligation or right of action which

may arise as a result of breach of this Term Sheet by the Issuer.

Arbitration In the event of any dispute or difference between the Parties to this agreement in

respect of or concerning or connected with the interpretation or implementation of

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this Agreement or arising out of this Agreement, such dispute or difference shall be

referred to arbitration by a sole arbitrator, appointed by the Investor in its sole

discretion, in accordance with the (Indian) Arbitration and Conciliation Act, 1996,

or any modification or amendment thereof. The arbitration shall be held in Mumbai.

The language of the arbitration proceedings shall be English. The expenses of the

arbitration shall be borne by the Issuer. The decision of such arbitration shall be

binding and conclusive upon the Parties and may be enforced in any court of

competent jurisdiction.

Governing Law

The Debentures / and documentation will be governed by and construed in

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

of the courts in Mumbai and as more particularly provided for in the Debenture

Trust Deed.

Transaction Costs

The Issuer shall bear all transaction related costs incurred by the Debenture Holder

with respect to legal counsel, valuers and auditors/ consultants. Such costs include:

• Trustee fees

• Rating fees

• Stamping and registration costs in relation to all Transaction Documents

Any other reasonable transaction related expense incurred by the Debenture

Holders

Taxes, Duties, Costs and

Expenses • Relevant taxes, duties and levies are to be borne by the Issuer.

• The charges/ fees and any amounts payable under this Debentures by the Issuer

as mentioned herein do not include any applicable taxes, levies including

service tax etc. and all such impositions shall be borne by the Issuer

additionally.

Issue Timing & Tranche Amount

Issue Opening Date

Issue Pay-In Date

Issue Closing Date

Issue Deemed Date of Allotment





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ISSUE ADDENDUM TO THE INFORMATION MEMORANDUM


A public limited company incorporated under the Companies Act, 1956 Date of Incorporation: October 1, 2013; CIN: U65923MH2013PLC248741

Registered Office: Motilal Oswal Tower, Rahimullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai- 400025

This Issue Addendum to Information Memorandum Document is issued in terms of and pursuant to the Information Memorandum Document dated 10th July 2020. All the terms, conditions and information as stipulated in the Information Memorandum Document are incorporated herein by reference as if the same were set out herein. Investors are advised to refer to the same. This Issue Addendum to the Information Memorandum Document must be read in conjunction with the Information Memorandum Document. This Issue Addendum is dated 10th July 2020.

Broad terms of the Issue

Security Name 9.45% Secured Rated Redeemable Listed Non-Convertible Debentures

Issuer Motilal Oswal Home Finance Ltd (Issuer/Company/MOHFL)

Type of Instrument Secured Senior Rated Redeemable Listed Non-Convertible Debentures (NCDs/ Debentures)

Nature of the Instrument Secured

Seniority Senior

Mode of Issue Private placement

Objects & Details of the utilization of the Proceeds

The Issue proceeds will be utilized to meet funding requirements of the Issuer for on-lending purposes and for regular business activities including repayment / re-financing of existing debt.

The Issuer undertakes that no part of the proceeds of the Debentures shall be utilized by the Company directly or indirectly towards capital markets (including equity, debt, debt linked and equity linked instruments or any other capital market activities), any speculative purposes, land acquisition or usages that are restricted for bank financing, any activity in the ‘Exclusion List’ (as such term shall be defined under the Transaction Documents) or investment in the real estate sector.

The proceeds of the NCD shall not be used for any purpose, which may be in contravention of the government/RBI/SEBI/Other regulatory guidelines.

Rating of Instrument

“CRISIL AA-” by CRISIL Ltd The Issuer/Investor(s) reserves the right to obtain an additional credit rating 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

Debenture Trustee Beacon Trusteeship Limited

Registrar & Transfer Agent Link Intime India Private Limited

Eligible Investors As mentioned in the Information Memorandum Document under captioned “Eligible Investor”

Information Memorandum Document Size

Rs. 75,00,00,000/- (Rupees Seventy Five Crores Only)

Tranche /Issue Size Rs. 75,00,00,000/- (Rupees Seventy Five Crores Only)

Series A-9 /F.Y.21/F.Y.23

Face Value Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture

Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture

Tenor 33 Months 4 Days from the Deemed Date of Allotment

Coupon Type Fixed

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Coupon Rate 9.45% p.a

Coupon Payment Frequency Annual and on Redemption

Coupon Payment dates The Coupon shall be payable on annual basis from the Deemed Date of Allotment and on Redemption.

Coupon Reset Process N. A

Step Up/Step Down Coupon Rate

In case of downgrade by one notch in the rating of the Debentures, coupon will be stepped up by 0.25% for each such downgrade, over and above the prevailing coupon rate immediately prior to such rating downgrade. Such enhanced coupon rate shall be applicable from the date of issue of the rating downgrade, by any rating agency, to the residual maturity of bonds.

Redemption Date At the end of 33 months 4 days from the Deemed Date of Allotment (i.e 21-Apr-2023)

Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture

Redemption Bullet, At Par

Redemption Premium/ Discount NA

Discount at which security is issued and the effective yield as a result of such discount.

N.A.

Put Date N.A.

Put Price N.A.

Put Option Notice N.A.

Call Date N.A.

Call Price N.A.

Call Option Notice N.A.

Put Notification Time N.A.

Call Notification Time N.A.

Security & Security Cover

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 herein.

The Issuer undertakes:

i. Company’s Receivables must be standard ii. Company’s Receivables are existing at the time of selection, and have not

been terminated or prepaid iii. Company’s Receivables are free from all Encumbrances and are not subject

to any lien or charge; iv. All loans hypothecated under the deed of hypothecation should comply with

NHB norms and guidelines. v. The Company’s Specific Receivables being charged must comply with all

extant ‘know your customer’ norms specified by RBI; vi. 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 Minimum Security Cover of 1.25 times to be maintained on the outstanding NCD amount of the Debentures along with interest thereon at all times during the tenure of the NCDs.

Non-Maintenance of minimum-security cover as mentioned above will attract 2% p.a.

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penalty over and above the coupon rate as specified in the term sheet, for the period of non-maintenance of cover. However, in no case reinstatement of such security cover shall exceed 60 days from the day such cover falls below the required cover.

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 Issuer shall execute Debenture Trust Deed and Deed of Hypothecation within three months from the Issue Closure Date. In case of delay in execution of the Debenture Trust Deed the company will refund the subscription with agreed rate or will pay penal interest of 2% p.a. over and above the Coupon Rate for the delayed period till the execution is complete, at the option of the debenture holders.

Material Adverse Effect definition

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

Day Count Basis Actual / Actual

Interest on Application Money

At the Initial 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.

Listing (including name of Stock Exchange(s) where it will be listed and timeline for listing)

Proposed to be listed on the Wholesale Debt Market Segment of BSE Limited within 20 days from the Deemed Date of Allotment.

In case of delay in listing of the Debentures beyond 20 days from the Deemed Date of Allotment, 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 Debentures to the Debenture Holder.

Representations and Warranties of the Issuer

As mentioned in the caption titled “Representations and Warranties of the Issuer” in the Information Memorandum document to the Issue. The Representations and Warranties shall be continuous in nature and shall be deemed to occur on every day till redemption of the Debentures.

Minimum Application size and in multiples Debt Security thereafter

The minimum application size for the Issue shall be 10 Debentures and in multiples of 1 Debenture thereafter.

Issuance mode of the Instrument Demat only

Trading mode of the Instrument Demat only

Settlement mode of the Instrument RTGS/ Any other electronic mode

Depositories NSDL/CDSL

Business Day Any being a day excluding Saturdays, Sundays or public holiday in Mumbai.

Business Day Convention

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, then the succeeding Business Day will be considered as the effective date. The interest for such additional period shall be adjusted and paid in the next coupon cycle. Hence the subsequent coupon payment period remains intact. If the Redemption 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.

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, which shall be the date falling 15

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(Fifteen) calendar days prior to any Due Date.

Transaction Documents

i. Debenture Trust Deed, ii. Deed of Hypothecation iii. Information Memorandum Document and Issue Addendums; iv. PAS-4 v. Undertaking from the Issuer mentioning all the borrowing facilities of the

Company are standard in nature. Such other documents as agreed between the Issuer and the Debenture Trustee.

Conditions Precedent to Disbursement

1. Execution of Information Memorandum Document 2. Credit Rating Letter & Rationale 3. Trustee Consent Letter 4. Resolution of the Company's board of directors authorizing the issuance of

debentures; 5. Resolution of the shareholders of the Company under 180(1)(c) of the Act

Conditions Subsequent to Disbursement

The Company shall fulfil the following conditions subsequent, to the satisfaction of the Debenture Trustee, pursuant to the Deemed Date of Allotment:

i. the Issuer shall ensure that the Debentures are credited into the demat account(s) of the Debenture Holders within 2 (two) Business Days from the Deemed Date of Allotment of the respective Series;

ii. the Company will ensure listing of Debentures on the BSE within stipulated timelines;

iii. the Company shall, inter alia, file a copy of Form PAS-3 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 with the ROC within 15 (fifteen) days of the allotment of Debentures along with a list of the Debenture Holders;

iv. Execution of Deed of Hypothecation & Debenture Trust Deed within the stipulated timelines as per Companies Act, 2013

v. Filing CHG-9 Form with ROC within stipulated timelines vi. Execution of any other documents as customary for transaction of a similar

nature and size.

Default Interest Rate/Additional Interest Rate

Without prejudice to any other rights and remedies available to the Debenture Trustee pursuant to the terms of Transaction Documents:

i. If, at any time, a Payment Default occurs, the Issuer agrees to pay additional interest at the rate of 2% (Two Percent) per annum over and above the applicable Coupon Rate on all amounts outstanding under the relevant series of Debentures (including the Outstanding Principal Amounts and any accrued but unpaid interest) from the date of occurrence of such a Payment Default until such Payment Default is cured or the Debentures are fully redeemed.

ii. If the Issuer fails to execute the Debenture Trust Deed and Deed of Hypothecation within the stipulated timelines, 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 over and above the applicable Coupon Rate on all amounts outstanding under the NCDs (including the Outstanding Principal Amounts and any accrued interest) from the Issue Closure Date until such time the deed is executed and the conditions prescribed by Debenture Holders (if any) have been complied with.

Event of Defaults

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

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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 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 Information Memorandum 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

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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

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

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EBP Process

Manner of Allotment : Uniform Mode of Settlement : ICCL Manner of Bidding : Close book bidding Pay in date : :T+1

Rating Covenant

In case of downgrade of the Credit Rating of the NCDs below “A-”, the Debenture Holder shall have the right but not an obligation to exercise “Early Redemption”. In case the NCDs have ratings from multiple rating agencies, the lowest rating would be considered

Reporting Covenants

Quarterly Reports – within 45 (Forty-Five) calendar days from the end of each financial quarter (with such extension as may be permitted by the Regulator) Information on financials List of Board of Directors Shareholding Pattern Financial covenant compliance certificate signed by a Director or the Chief Financial Officer/Treasury Head Annual Reports – within 120 (One Hundred and Twenty) calendar days from the end of each financial year( with such extension as may be permitted by the Regulator) Audited financial statements Event Based Reports – Within 15 (Fifteen) Business Days of the event occurring ( with such extension as may be permitted by the Regulator) Change in Shareholding structure Change in Board composition Changes in Accounting Policy, which have a material impact, and excluding changes required due to compliance with statutory requirements Change in the constitutional documents of the Company which has a Material Adverse Effect on the Debenture Holders Material Adverse Effect Any dispute, litigation, investigation or other proceeding which could result in a Material Adverse Effect. Winding up proceedings IBC related application/petition

Financial Covenants

1. The Capital Adequacy Ratio shall be always compliant with minimum levels stipulated by the regulator (“RBI”) at all points in time

All covenants would be tested on quarterly basis for the Company, i.e. as on 31st March, 30th June, 30th September and 31st December every year, on consolidated and standalone balance sheet till the redemption of the Debentures. The covenants shall be certified by the Company within 45 (Forty-Five) calendar days from the end of each financial half year

Affirmative Covenants

1. To utilize the proceeds of this issue in accordance with applicable laws and regulations

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

3. To comply with latest regulatory guidelines,

4. Notification of any Event of Default or Event of Default;

5. Obtain, comply with and maintain all licenses / authorizations

6. Permit visits and inspection of books of records, documents and accounts to Debenture Trustee as and when required by them with a prior written notice of at least 3 Business Days to the Company;

7. Comply with any reasonable monitoring and/or servicing requests from Debenture Trustee

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Role and Responsibilities of Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of the Debenture Holder(s).

Indemnification

The Issuer will indemnify, and hold harmless the Debenture Holder, Investment Manager of Debenture Holders, and their respective shareholders, officers, directors, employees, representatives and attorneys from and against any claim, liability, demand, loss, damage, judgment or other obligation or right of action which may arise as a result of breach of this Term Sheet by the Issuer.

Arbitration

In the event of any dispute or difference between the Parties to this agreement in respect of or concerning or connected with the interpretation or implementation of this Agreement or arising out of this Agreement, such dispute or difference shall be referred to arbitration by a sole arbitrator, appointed by the Investor in its sole discretion, in accordance with the (Indian) Arbitration and Conciliation Act, 1996, or any modification or amendment thereof. The arbitration shall be held in Mumbai. The language of the arbitration proceedings shall be English. The expenses of the arbitration shall be borne by the Issuer. The decision of such arbitration shall be binding and conclusive upon the Parties and may be enforced in any court of competent jurisdiction.

Governing Law The Debentures / and documentation will be governed by and construed in accordance with the laws of India and the parties submit to the exclusive jurisdiction of the courts in Mumbai and as more particularly provided for in the Debenture Trust Deed.

Transaction Costs

The Issuer shall bear all transaction related costs incurred by the Debenture Holder with respect to legal counsel, valuers and auditors/ consultants. Such costs include: Trustee fees Rating fees Stamping and registration costs in relation to all Transaction Documents Any other reasonable transaction related expense incurred by the Debenture Holders

Taxes, Duties, Costs and Expenses

Relevant taxes, duties and levies are to be borne by the Issuer. The charges/ fees and any amounts payable under this Debentures by the Issuer

as mentioned herein do not include any applicable taxes, levies including service tax etc. and all such impositions shall be borne by the Issuer additionally.

Issue Timing & Tranche Amount Issue Opening Date Issue Closing Date Issue Pay-In Date Issue Deemed Date of Allotment

16-Jul-20 16-Jul-20 17-Jul-20 17-Jul-20

Illustration of Bond Cash Flows per Debenture

Face Value of Debenture 10,00,000 Coupon Rate 9.45%

Date Net Cash Flow Principal Interest Principal O/s days

17-Jul-20 -10,00,000 10,00,000 19-Jul-21 95,018 - 95,018 10,00,000 367 18-Jul-22 94,241 - 94,241 10,00,000 364 21-Apr-23 10,71,716 10,00,000 71,716 - 277

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10936/BTL/CL/20-21/DEB/119-4 Date: July 13, 2020 Motilal Oswal Home Finance Limited Motilal Oswal Tower, Level 11, Junction of Gokhale & Sayani Road, Prabhadevi, Mumbai - 400025 Kind Attn: - Mr. Rohit Agarwal (Treasury Head) Dear Sir, Sub: Consent to act as Debenture Trustee for the Secured, Redeemable, Rated, Listed, Non-Convertible Debentures aggregating upto Rs. 75 Crores This is with reference to our discussion with you regarding appointment of Beacon Trusteeship Ltd. as Debenture Trustee for Secured, Redeemable, Rated, Listed, Non-Convertible Debentures aggregating up to Rs. 75 Crores to be raised by your company. In this regards it would indeed be our pleasure to be associated with your esteemed organization as Debenture Trustee. In this connection, we confirm our acceptance to act as Debenture Trustee for the same. We are also agreeable for inclusion of our name as trustees in the Company’s offer document/disclosure document/ listing application/any other document to be filed with the Stock Exchange(s) or any other authority as required.

Looking forward to a long and fruitful association with your esteemed organization.

Yours faithfully, For Beacon Trusteeship Limited

Authorized Signatory

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Typewritten text

ANNEXURE II

ritinmawani

Typewritten text

TRUSTEE CONSENT LETTER

7079

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Typewritten text

ANNEXURE III

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Typewritten text

RATING LETTER


ANNEXURE IV: APPLICATION FORM


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 Debentures of face value of Rs.10,00,000/-

(Rupees Ten Lakh only) each, aggregating up to Rs 75,00,00,000/- (Rupees Seventy Five 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

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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 Information Memoradum 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 Information Memoradum Document to such Transferee.

Applicant’s

Signature

82


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

83

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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

123

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

124

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'

125

(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)

126

(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)

127

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'

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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


- 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 - - -

129


*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 -

130


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Annexure VII


132


Issue Procedure if Issuance through EBP Platform

• Bidding Process

This Information Memoradum Document has been drafted in compliance with the SEBI ILDS Regulations, the

Memorandum and Articles of Association and all other Applicable Laws. This section applies to all Eligible

Participants. Please note that all Eligible Participants are required to make payment of the full application amount in

accordance with the Operational Guidelines.

• Who can bid?

All Eligible Participants comprising of investors specifically mapped by the Issuer on the BSE EBP platform, are

eligible to bid for this Issue.

All Eligible Participants are required to comply with the relevant regulations/ guidelines applicable to them for

investing in this Issue in accordance with the norms approved by the Government of India, RBI or any other statutory

body from time to time, including but not limited to the Operational Guidelines in relation to the relevant EBP for

investing in this Issue.

The final subscription to the Debentures shall be made by the Eligible Investors through EBM as prescribed by SEBI

under the EBP Guidelines by placing bids on the EBP during the Issue period.

• Right to Accept or Reject Bids

The Issuer reserves its full, unqualified and absolute right to accept or reject any application for bid, in part or in

full, without assigning any reason thereof in accordance with the Operational Guidelines.

• Manner of Bidding

The Issue will be through open bidding on the EBP platform in line with EBP Guidelines vide SEBI circular

SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 or such other circular issued from time to time.

• Manner of settlement

Settlement of the Issue will be done through the escrow account of the Issuer and the account details are given in

the section on ‘Payment Mechanism’ of this Disclosure Document.

• Provisional or Final Allocation

Allocation shall be made on a pro rata basis in the multiples of the bidding lot size, i.e., in multiples of Rs. 10,00,000

(Rupees Ten Lakh Only). Post completion of bidding process, the Issuer will upload the provisional allocation on the

BSE EBP platform. Post receipt of details of the successful bidders, the Issuer will upload the final allocation file on

the BSE-EBP platform.

• Method of Allotment

The allotment will be done on the basis as mentioned in the respective issue addendum in line with EBP Guidelines.

• Settlement cycle

The process of pay-in of funds by investors and pay-out to Issuer will be done on T+1 day or T+2 as more

specifically mentioned in the respective issue Addendum , where T is the Bidding day. For further, details, please

see below section named ‘Settlement Process’.

• How to bid?

All Eligible Participants will have to register themselves as a one-time exercise (if not already registered) under the

BSE EBP platform offered by BSE for participating in the electronic book mechanism. Eligible Participants will also

have to complete the mandatory KYC verification process.

Eligible Participants should refer to the Operational Guidelines.

The details of the Issue shall be entered on the BSE EBP platform by the Issuer at least 2 (two) working days prior to the

Issue / Bid Opening Date, in accordance with the Operational Guidelines. The Issue will be open for bidding for the duration

of the bidding window that would be communicated through the Issuer’s bidding announcement on the BSE – EBP platform,

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Annexure VIII


at least 1 (one) working day before the start of the Issue / Bid Opening Date. A bidder will only be able to enter the amount

while placing their bids in the BSE – EBP platform, since the proposed issue is a fixed rate/coupon issue.

Payment Mechanism

Payment of subscription money for the Bonds should be made by the Identified Investors as notified by the Issuer.

The participants should complete the funds pay-in to the designated bank account of Indian Clearing Corporation Ltd

(ICCL)

List of Designated Banks is as under:

ICICI BANK YES BANK HDFC BANK

Beneficiary Name

INDIAN CLEARING

CORPORATION LTD

INDIAN CLEARING

CORPORATION LTD

INDIAN CLEARING

CORPORATION LIMITED

Account Number ICCLEB ICCLEB ICCLEB

IFSC Code ICIC0000106 YESB0CMSNOC HDFC0000060

Mode NEFT/RTGS NEFT/RTGS NEFT/RTGS

Successful bidders must do the subscription amount payment to the Designated Bank Account on or before 10:30 a.m. on

the Pay-in Date (“Pay-in Time”). Identified Investors should ensure to make payment of the subscription amount for the

Bonds from their same bank account which is updated by them in the BSE EBP platform while placing the bids. In case of

mismatch in the bank account details between BSE - EBP platform and the bank account from which payment is done by the

successful bidder, the payment would be returned.

Note: In case of failure of any Identified Investor to complete the subscription amount payments by the Pay-in Time or the

funds are not received in the Designated Bank Account by the Pay-in Time for any reason whatsoever, the bid will liable to

be rejected and the Issuer shall not be liable to issue Bonds to such Identified Investors.

Settlement Process

Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issue shall instruct the Depositories on the

Pay In Date, and the Depositories shall accordingly credit the allocated Bonds to the demat account of the successful bidder.

The Company shall give the instruction to the Registrar for crediting the Debentures by 12:00 p.m. on the Pay-In Date. The

Registrar shall provide corporate action file along with all requisite documents to Depositories by 12:00 p.m. on the Pay-In

Date. On the Pay-In Date, the Depositories shall confirm to the Issuer the transfer of Bonds in the demat account(s) of the

successful bidder(s).

Post-Allocation Disclosures by the EBP

Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, coupon rate, ISIN, number of successful bidders,

category of the successful bidder(s), etc., in accordance with the Operational Guidelines. The EBP shall upload such data, as

provided by the Issuer, on its website to make it available to the public

134

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Annexure IX - Board Resolution

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