Private & Confidential (For Addressee Only)

HDFC CREDILA FINANCIAL SERVICES LIMITED

formerly known as HDFC Credila Financial Services Private Limited
(A subsidiary of Housing Development Finance Corporation Ltd)
CIN: U67190MH2006PLC159411
PAN: AACCC8789P
RBI Registration Number: N-13.01857
Date of Incorporation: February 1, 2006
Place of Incorporation: Mumbai
Registered Office & Corporate Office: B 301, Citi Point, Next to Kohinoor Continental,
Andheri - Kurla Road, Andheri (East), Mumbai 400 059
Telephone No: +91-22-2826 6636; Fax: +91-22-2471 2447
Website: www.hdfccredila.com
Email: [email protected]

Our Company was originally incorporated as ‘Credila Financial Services Private Limited on February 01, 2006 at Mumbai,
Maharashtra, India as a private limited company under the Companies Act, 1956, and was granted a certificate of incorporation
by Registrar of Companies, Mumbai (“RoC”). On February 01, 2006, the RBI granted a certificate of registration bearing
registration no. N-13.01857 to our Company, for the registration of our Company as a non-deposit accepting non-banking
financial company under Section 45IA of the Reserve Bank of India Act, 1934. Subsequently, the name of our Company was
changed to ‘HDFC Credila Financial Services Private Limited’ and a fresh certificate of incorporation, dated February 19, 2017
was issued by the RoC, post which the RBI granted a certificate of registration dated March 09, 2017 reflecting the change of
name. The name of our Company was further changed to HDFC Credila Financial Services Limited upon conversion to a public
limited company and a fresh certificate of incorporation was issued by the RoC on October 08, 2020 .

Company Secretary & Compliance Officer Akanksha Kandoi; Tel: +91‐22‐ 2825 6636
Email: [email protected]
Chief Financial Officer Manjeet Bijlani; +91-22-5045 3000;
Email: [email protected]
Our Promotors Housing Development Finance Corporation Ltd
Contact Person: Ajay Agarwal: 91+ 22 66316293
Email: [email protected]

Issue of 3,000 (Three Thousand) Secured, Rated, Listed, Redeemable, Non-convertible Debentures (Debentures) of face
value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, aggregating up to Rs. 300,00,00,000/- (Rupees Three Hundred
Crores only) on a private placement basis (the “Issue”)

Information Memorandum for issue of Debentures on a private placement basis on July 07, 2022

This Private Placement Offer Letter is issued in conformity with Companies Act, 2013 in conformity with Securities and Exchange Board of
India (Issue and Listing of Nan-Convertible Securities) Regulations, 2021, the Operational Circular for issue and listing of Non-convertible
Securities dated August 10, 2021 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from Lime to time, as amended, Form PAS-4 prescribed under Section 42 and Rule 14 of Companies (Prospectus
and Allotment of Securities) Rules, 2014, as amended, the Companies (Share Capital and Debenture) Rules, 2014, as amended, Master
Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve
Bank) Directions, 2016, as amended.
The Issue shall be open for bidding and subscribed to in accordance with the guidelines issued by SEBI and BSE pertaining to the procedure
of Electronic Book Mechanism set out in the terms specified by the Operational Circular, and the related operational guidelines issued by the
concerned Electronic Book Provider, as may be amended, clarified or updated from time to time (collectively, "Electronic Book Mechanism
Guidelines").
The Issuer intends to use the BSE’s electronic debt bidding platformfor this Issue. The Information Memorandum will be uploaded on the
BSE’s platform as per the Electronic Book Mechanism Guidelines.

The Debentures would carry coupon of 8.15% (Eight Point Fifteen Percent) per annum payable annually and will be redeemed
at the face value on July 07, 2032

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Credit Rating

The proposed issue of Debentures have been rated by CRISIL Limited (“CRISIL”) and CARE Ratings Limited (“CARE”).
However, the ratings are not recommendations 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 concerned rating agency and should be evaluated independently
of any other ratings.

CRISIL has vide its letters dated February 18, 2022, assigned a rating of “CRISIL AAA” in respect of the Debentures. Date of
Rating Rational/Press Release of Ratings: February 18, 2022. The rating is revalidated on May 20, 2022. Please refer to Annexure
II of this Information Memorandum for the letter from CRISIL assigning the credit rating above mentioned. The rating is
revalidated on May 20, 2022. .

CARE has vide its letters dated February 18, 2022 assigned a rating of “CARE AAA” in respect of the Debentures. the. Date of
Rating Rational/Press Release of Ratings: February 18, 2022. The rating is revalidated on May 20, 2022. Please refer to Annexure
II of this Information Memorandum for the letter from CARE assigning the credit rating above mentioned .

Issue Schedule
Bidding / Issue Opens on: July 6, 2022 2022 at 10:30 AM
Bidding / Issue Closing on: July 6, 2022 2022 at 11:30 AM
Pay-in Date to the Exchange: July 7, 2022
Pay-out Date to the Issuer: July 7, 2022
Deemed Date of Allotment: July 7, 2022

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 shall be open for subscription during the banking hours on each day during the
period covered by the Issue Schedule.

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

CREDIT RATING AGENCIES DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE ARRANGERS TO THE ISSUE

CRISIL Limited Axis Bank Limited

Address: CRISIL House, Axis House, Wadia International Centre,
Central Avenue, Adroit Corporate Services Private Pandurang Budhkar Marg, Worli,
Hiranandani Business Park, Limited. Mumbai - 400 025
IDBI Trusteeship Services Limited.
Powai, Mumbai- 400 076 18/19/20 Jafferbhoy Industrial Estate, Tel No: 022-42026693
Asian Building, Ground Floor,
Contact Person: Ms. Subhasri Narayanan Makwana Road, Marol Naka Andheri Contact Person: Vikas Shinde
17, R. Kamani Marg, Ballard Estate
Tel. No.: +91 22 3342 3000 (East), Mumbai – 400 059 Email ID: [email protected]
Mumbai – 400 001
Fax No.: +91 22 3342 3001 Tel. No : +91 22 28590942 Website: https://www.axisbank.com/
Tel. No : +91 22 40807000
Email: [email protected] Fax No : +91 22 2850 3748
Fax No : +91 22 22882312
Website: www.crisil.com Contact Person: Sadashiv S Shetty
Contact Person: Compliance Officer
E-Mail :
E-Mail : [email protected]
[email protected]
Website : www.idbitrustee.com
Website : www.adroit.com Equirus Capital Private Limited
CARE Ratings Limited 12th Floor, C Wing, Marathon Futurex,
Address: 4th Floor, Godrej Coliseums, N M Joshi Marg, Lower Parel, Mumbai
Somaiya Hospital Road, - 400 013
Off Eastern Express Highway, Tel No: 022-4332 0748
Sion (E), Mumbai – 400 022 Contact Person: Brahmdutta Singh
Contact Person: Ms. Janet Thomas Email
Tel. No.: +91 22 6754 3456 ID: [email protected]
Fax No.: +91 22 6754 3457 Website: https://www.equirus.com/
Email: [email protected]
Website: www.careratings.com

ISSUER’S ABSOLUTE RESPONSIBILITY

The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this placement memorandum contains all information
with regard to the issuer and the issue which is material in the context of the issue, that the information contained in the placement memorandum is true
and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other
facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions
misleading.

We confirm that that the Issuer or any of its promoters or directors has not been declared as a Wilful Defaulter under the applicable
laws

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ELIGIBLE INVESTORS
The Disclosure Documents and the content thereof are restricted for only the intended recipient(s) who have been addressed directly through a
communication by the Issuer and only such recipients are eligible to apply for the Debentures. Subject to applicable law, the categories of investors
eligible to subscribe to the Debentures in this issue, when addressed directly, are all QlBs, and any non-QIB Investors specifically mapped by the
Issuer On the EBP Platform.
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. Please also refer to the Section 9 of the Information Memorandum.

TABLE OF CONTENTS
SECTION 1 DEFINITIONS AND ABBREVIATIONS 4
SECTION 2 NOTICE TO INVESTORS AND DISCLAIMERS 7
SECTION 3 AUTHORISATION LETTER 12
SECTION 4 RISK FACTORS 13
SECTION 5 FINANCIAL INFORMATION 19
SECTION 6 REGULATORY DISCLOSURES 27
SECTION 7 ASSET LIABILITY MANAGEMENT DISCLOSURES 54
FOR NBFCS
SECTION 8 DISCLOSURE REGARDING WILFUL DEFAULTERS 62
SECTION 9 ADDITIONAL DISCLOSURE REQUIRED UNDER 63
FORM PAS 4 TO THE EXTENT APPLICABLE TO
ISSUE
SECTION 10 OTHER INFORMATION AND APPLICATION 64
PROCESS
ANNEXURE I TERM SHEET 73
ANNEXURE II RATING LETTERS & RATING RATIONALES 76
ANNEXURE III CONSENT LETTER & DUE DILIGENCE CERTIFICATE 79
FROM THE DEBENTURE TRUSTEE
ANNEXURE IV COVENANTS OF DEBENTURE TRUST DEED 94
PROPOSED TO BE ENTERED
ANNEXURE V APPLICATION FORM 128
SECTION 11 DECLARATION 131

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SECTION 1: DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given
below in this Disclosure Document/Information Memorandum.

ALCO Asset Liability Management Committee of the Company

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the
Debentures pursuant to this Issue.
ALM Asset Liability Management
Application Form The form used by the recipient of this Information Memorandum
and/or the Private Placement Offer Letter, to apply for subscription to
the Debentures, which is in the form annexed to this Information
Memorandum and marked as Annexure V.
Arranger / Sole Arranger Equirus Capital Private Limited and Axis Bank Limited
Board/Board of Directors The Board of Directors of the Issuer and includes any Committee
thereof
Business Day Shall mean a day (other than a public holiday or a Sunday) on which
banks are normally open for business in Mumbai.
Capital to Risk-weighted Assets The minimum capital adequacy ratio prescribed by Reserve Bank of
Ratio India for any NBFC-ND-SI, from time to time.
CDSL Central Depository Services (India) Limited
Deemed Date of Allotment July 7, 2022
Debenture Trustee IDBI Trusteeship Services Limited
Debenture Trustee Agreement Agreement to be executed by and between the Debenture Trustee and
the Company for the purposes of appointment of the Debenture
Trustee to act as debenture trustee in connection with the issuance of
the Debentures.
Demat Refers to dematerialized securities which are securities that are in
electronic form, and not in physical form, with the entries noted by
the Depository.
Depositories Act The Depositories Act, 1996, as amended from time to time
Depository A Depository registered with SEBI under the SEBI (Depositories and
Participant) Regulations, 1996, as amended from time to time, in this
case being NSDL and /or CDSL.
Depository Participant / DP A depository participant as defined under the Depositories Act.
Director(s) Director(s) of the Issuer.
Disclosure Document / This document which sets out the information regarding the
Information Memorandum Debentures being issued on a private placement basis.
DP ID Depository Participant Identification Number.
Due Date Any date on which the holders of the Debentures are entitled to any
payments, either upon exercise of the Call Option or otherwise in
respect of any coupon.
EFT Electronic Fund Transfer
Financial Year/ FY Twelve months period commencing from April 1 of a particular
calendar year and ending on March 31 of the subsequent calendar
year.
GAAP Generally Accepted Accounting Principles
Issue Private Placement of the Debentures.
Issue Opening Date July 6, 2022 2022 at 10:30 AM
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Issue Closing Date July 6, 2022 2022 at 11:30 AM

Issuer/ Company HDFC Credila Financial Services Limited (formerly known as HDFC
Credila Financial Services Private Limited)
Majority Debenture Holders Debenture Holders whose participation or share in the principal
amount(s) outstanding with respect to the Debentures aggregate to
more than 75% (Seventy Five per cent) of the value of the nominal
amount of the Debentures for the time being outstanding.
Material Adverse Effect The effect or consequence of an event, circumstance, occurrence or
condition which has caused, as of any date of determination, a
material and adverse effect on (i) the financial condition, business or
operation of the Issuer; (ii) the ability of the Issuer to perform their
obligations under the Transaction Documents; or (iii) the validity or
enforceability of any of the Transaction Documents (including the
ability of any party to enforce any of its remedies thereunder).
N.A. Not Applicable
NBFC-ND-SI Shall mean a ‘Systemically Important Non-Deposit taking Non-
Banking Financial Company’ as notified by the RBI, from time to
time.
NPA Non-Performing Asset
NSDL National Securities Depository Limited.
PAN Permanent Account Number.
Debentures Secured, Rated, Listed, Redeemable, Non-Convertible Debentures
bearing a face value of Rs. 10,00,000/- (Rupees Ten lakhs only) each
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
Private Placement Offer Letter Shall mean the offer letter prepared in compliance with Section 42 of
the Companies Act, 2013 read with the Companies (Prospectus and
Allotment of Securities) Rules, 2014.
Promoters Housing Development Finance Corporation Limited
RBI Reserve Bank of India
Rating Agency CRISIL Limited (“CRISIL”) and CARE Ratings Limited (“CARE”)
Collectively, and individually as a Rating Agency.
Record Date The date which will be used for determining the Debenture holders
who shall be entitled to receive the amounts due on any Due Date,
which shall be the date falling 15 (Fifteen) calendar days prior to any
Due Date.
R&T Agent / Registrar Registrar and Transfer Agent to the Issue, in this case being Adroit
Corporate Services Private Limited
ROC Registrar of Companies
Rs. / INR / Rupees/ The lawful currency of the Republic of India
RTGS Real Time Gross Settlement
Stage 3 assets Loans considered as credit-impaired as per the Indian Accounting
Standard
SEBI Securities and Exchange Board of India constituted under the
Securities and Exchange Board of India Act, 1992 (as amended from
time to time).
SEBI NCS Regulations The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 issued by SEBI, as
amended from time to time.
TDS Tax Deducted at Source
The Companies Act/ the Act Companies Act, 2013, to the extent notified
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Terms & Conditions Shall mean the terms and conditions pertaining to the Issue as outlined
in the Transaction Documents
Transaction Documents Shall mean the documents executed or to be executed in relation to
the issuance of the Debentures as more particularly set out in
Annexure 1.
WDM Wholesale Debt Market.
ICCL Indian Clearing Corporation Limited

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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS

2.1 ISSUER’S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should
not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The
issue of the Debentures to be listed on the WDM segment of the BSE is being made strictly on a private
placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same
person and shall be treated as such. This Information Memorandum does not constitute and shall not be
deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general. The
Issuer has mandated Equirus Capital Private Limited & Axis Bank Limited to act as arranger for the
Debentures and to distribute either itself and/or through its affiliates this Information Memorandum to
identified potential investors.

As per the applicable provisions, it is not necessary for a copy of this Information Memorandum/
Disclosure Document to be filed or submitted to the SEBI for its review and/or approval.

This Information Memorandum has been prepared in conformity with the SEBI (Issue and Listing of Non-
Convertible Securities) Regulations, 2021 as amended from time to time and applicable RBI Guidelines
and Circulars including those governing private placements by NBFCs. This Information Memorandum
has been prepared solely to provide general information about the Issuer to the Eligible Investors (as
defined in 10.14) to whom it is addressed and who are willing and eligible to subscribe to the Debentures.
This Information Memorandum does not purport to contain all the information that any Eligible Investor
may require. Further, this Information Memorandum 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 Memorandum 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 Memorandum should not consider such receipt as a recommendation to subscribe to any
Debentures. Each Investor contemplating subscription to any Debentures should make its own
independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the
creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other
professional advisors as to the risks and investment considerations arising from an investment in the
Debentures and should possess the appropriate resources to analyse such investment and the suitability of
such investment to such Investor’s particular circumstances.

The Issuer confirms that, as of the date hereof, this Information Memorandum (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 Memorandum 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 Memorandum and/or the Private Placement Offer Letter are adequate and in
conformity with the SEBI NCS Regulations and the Companies (Prospectus and Allotment of Securities)
Rules, 2014. Further, the Issuer accepts no responsibility for statements made otherwise than in the
Information Memorandum and/or the Private Placement Offer Letter 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 Memorandum and/or the Private Placement Offer Letter would be doing so at its own risk.

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This Information Memorandum, the Private Placement Offer Letter and the respective contents hereof 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 Memorandum and/or the Private Placement Offer Letter are
intended to be used only by those Investors to whom it is distributed. It is not intended for distribution to
any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom Application Forms along with this
Information Memorandum and/or the Private Placement Offer Letter being issued have been sent. Any
application by a person to whom the Information Memorandum and/or the Private Placement Offer Letter
has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum and/or the Private Placement Offer Letter
shall not reproduce or distribute in whole or part or make any announcement in public or to a third party
regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential
all information provided (or made available hereafter), including, without limitation, the existence and
terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees
payable to us or other parties in connection with the Issue. This Information Memorandum and/or the
Private Placement Offer Letter may not be photocopied, reproduced, or distributed to others at any time
without the prior written consent of the Issuer. Upon request, the recipients will promptly return all
material received from the Issuer (including this Information Memorandum) without retaining any copies
hereof. If any recipient of this Information Memorandum and/or the Private Placement Offer Letter
decides not to participate in the Issue, that recipient must promptly return this Information Memorandum
and/or the Private Placement Offer Letter and all reproductions whether in whole or in part and any other
information, statement, notice, opinion, memorandum, expression or forecast made or supplied at any time
in relation thereto or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum and/or the Private Placement Offer
Letter to reflect subsequent events after the date of Information Memorandum and/or the Private
Placement Offer Letter and thus it should not be relied upon with respect to such subsequent events without
first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum, and/or the Private Placement Offer Letter nor any
sale of Debentures made hereafter shall, under any circumstances, constitute a representation or create any
implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum and/or the Private Placement Offer Letter does not constitute, nor may it
be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer
or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this
Information Memorandum and/or the Private Placement Offer Letter in any jurisdiction where such action
is required. Persons into whose possession this Information Memorandum and/or the Private Placement
Offer Letter come are required to inform themselves about and to observe any such restrictions. The
Information Memorandum and/or the Private Placement Offer Letter is made available to potential
Investors in the Issue on the strict understanding that it is confidential.

Investors are advised to read the risk factors carefully before taking an investment decision in this issue.
For taking an investment decision, investors must rely on their own examination of the issuer and the offer
including the risks involved. The securities have not been recommended or approved by the any regulatory
authority in India, including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee

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the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of
‘Risk factors’ given on page number 13 under the section ‘General Risks’."

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer
Document contains all information with regard to the issuer and the issue, that the information contained
in the offer document is true and correct in all material aspects and is not misleading in any material
respect, that the opinions and intentions expressed herein are honestly held and that there are no other
facts, the omission of which make this document as a whole or any of such information or the expression
of any such opinions or intentions misleading in any material respect.

The issuer has no side letter with any debt securities holder except the one(s) disclosed in the offer
document/placement memorandum. Any covenants later added shall be disclosed on the stock exchange
website where the debt is listed.

2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI
NCS Regulations. It is to be distinctly understood that submission of this Information Memorandum to
the BSE should not in any way be deemed or construed to mean that this Information Memorandum 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 Memorandum, 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. Every person who desires to apply
for or otherwise acquire any securities of the Issuer may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss
which may be suffered by such person consequent to or in connection with such subscription/ acquisition
whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

2.3 DISCLAIMER CLAUSE OF THE ARRANGER

The Issuer hereby declares that it has exercised due-diligence to ensure complete compliance with
prescribed disclosure norms in this Information Memorandum and/or the Private Placement Offer Letter.
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 Memorandum 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 Memorandum and/or the
Private Placement Offer Letter. Neither is the Sole Arranger responsible for preparing, clearing,
approving, scrutinizing or vetting this Information Memorandum and/or the Private Placement Offer
Letter, nor is the Sole Arranger responsible for doing any due-diligence for verification of the truth,
correctness or completeness of the contents of this Information Memorandum and/or the Private
Placement Offer Letter. The Sole Arranger shall be entitled to rely on the truth, correctness and
completeness of this Information Memorandum and/or the Private Placement Offer Letter. It is to be
distinctly understood that the aforesaid use of this Information Memorandum and/or the Private Placement
Offer Letter by the Sole Arranger should not in any way be deemed or construed to mean that the
Information Memorandum and/or the Private Placement Offer Letter has been prepared, cleared,
approved, scrutinized or vetted by the Sole Arranger. Nor should the contents of this Information
Memorandum and/or the Private Placement Offer Letter 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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 Private & Confidential (For Addressee Only)

recipient must satisfy itself as to the accuracy, reliability, adequacy, reasonableness or completeness of
the Information Memorandum and/or the Private Placement Offer Letter.

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 Memorandum and/or the Private Placement Offer Letter 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 Memorandum and/or the
Private Placement Offer Letter. 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 Memorandum
and/or the Private Placement Offer Letter. No responsibility or liability or duty of care is or will be
accepted by the Sole Arranger for updating or supplementing this Information Memorandum and/or the
Private Placement Offer Letter nor 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 Memorandum 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 Memorandum and/or the Private Placement Offer Letter. The receipt
of this Information Memorandum and/or the Private Placement Offer Letter 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 or for providing advice in relation
to the Debentures.

Each recipient of this Information Memorandum and/or the Private Placement Offer Letter 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.

2.4 DISCLAIMER OF THE RESERVE BANK OF INDIA

The Securities have not been recommended by the Reserve Bank of India nor does RBI 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 RBI.
RBI 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 Disclosure Document/Information Memorandum solely on the basis of their own analysis
and RBI does not accept any responsibility about servicing/ repayment of such investment.
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2.5 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to Investors as specified under the clause titled “Eligible Investors” of this
Information Memorandum, who shall be/have been identified upfront by the Issuer. This Information
Memorandum and/or the Private Placement Offer Letter does not constitute an offer to sell or an invitation
to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any
disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at
Mumbai. This Information Memorandum and/or the Private Placement Offer Letter does not constitute an
offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person
to whom it is unlawful to make an offer or invitation in such jurisdiction.

2.6 DISCLAIMER CLAUSE 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 Agencies has based its ratings
on information obtained from sources believed by it to be accurate and reliable. The Rating Agencies do
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 Agencies have paid a credit rating fee, based on
the amount and type of bank facilities/instruments.

2.7 DISCLAIMER CLAUSE OF DEBENTURE TRUSTEE

The Debenture Trustee, “Ipso Facto” does not have the obligation of a borrower or a principal debtor or a
guarantor as to the monies paid/invested by the investors for the Debentures.

2.8 FORCE MAJEURE

The Company reserves the right to withdraw the Issue at any time prior to the Issue Closing Date in the
event of any unforeseen development adversely affecting the economic and/or regulatory environment of
otherwise. In such an event, the Company will refund the application money, if any, collected without
assigning any reason.

2.9 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the
Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the
Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take
necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor
with its depositary participant. The Issuer will make the Allotment to Investors on the Deemed Date of
Allotment after verification of the Application Form, the accompanying documents and on realisation of
the application money.

11
 Private & Confidential (For Addressee Only)

SECTION 3: AUTHORISATION LETTER

July 04, 2022

To,
Equirus Capital Private Limitcd Axis Bank Limited
12thFloor, C Wing, Marathon Futurex, N M Joshi Axis House, Wadia Intemational Centre,
Marg. Lower Parel, Mumbai - 400 013 Pandurang Budhkar Marg, Worli, Mumbai - 400

025

Dear Sirs,

Re:
Issuc of Secured, Ratcd, Listed, Redeemable, Non-Convertible Debentures on a Private
Placement basis("Debentures")

HDFC Credila Financial Services Limited (formerly known as HDFC Credila Financial Services Private
Limted) (the "Company'" or the "Issuer"), refers to the Information Memorandum dated July 04, 2022 (the
"Infomation Memorandum") in connection with the Debentures proposed to be issued by the Issuer.

The Issuer confirms that, as at the date of this letter, the factual information contained in the Information
Memorandum is true and accurate and no factual information has been omitted that renders such information
contained in the Information Memorandum untrue or inaccurate in any material respcct and any financial
forecasts and projections contained in any part of the Information Memorandum have been prepared on the
basis of recent historical information and assumptions believed by the Issuer to be fair and reasonable. All
expressions of opinion, statements and estimates set forth and reflected in the Information Memorandum have
been made by the Issuer after due and proper consideration. In addition, the Issuer is not aware of any
information not contained in the Information Memorandum, the omission of which would lead to the
Information Memorandum being inaccurate, untrue or misleading in any material respect. The Issuer further
confirms that it is in compliance and shall comply with all applicable laws and regulations in relation to the
proposed issue of the Debentures.

The Issuer authorises the Arranger and/or its affiliates to deliver copies of the Information Memorandum to
those specified persons identified by the Company together with the Arranger from whom the Arranger
proposes to seek participation in the Debentures. The Issuer agrees to indemnify and hold the Arranger, its
affiliates and each of its and their officers, employees, representatives, and agents harmless from and against
any and all losses, liabilities, damages, claims, costs or expenses which may be imposed on or incurred by the
Arranger or its affiliates, officers, employees, representatives, and agents as a result of any inaccurate, untrue
or misleading statement contained in the Information Memorandum or caused by an omission of any material
fact which is necessary to make any of the statements contained in the Information Memorandum not
misleading.
This letter and all claims arising in connection with it are governed by, and are to be construed in accordance
with, Indian law. The Issuer submits to the exclusive jurisdiction of the courts and tribunals at Mumbai for
the resolution of any dispute arising in connection with this letter

Yours faithfully,

For HDFC Credila Financial Services Limited

(Formerly known as HDFC Credila Financial Services Private Limited)

Arijit Sanyal
Managing Director & CEO
 Private & Confidential (For Addressee Only)

SECTION 4: RISK FACTORS

The following are the risks relating to the Company, the Debentures and the market in general envisaged
by the management of the Company. Potential investors should carefully consider all the risk factors in
this Information Memorandum and/or the Private Placement Offer Letter for evaluating the Company and
its business and the Debentures before making any investment decision relating to the Debentures. The
Company believes that the factors described below represent the principal risks inherent in investing in
the Debentures, but does not represent that the statements below regarding risks of holding the Debentures
are exhaustive. Investors should also read the detailed information set out elsewhere in this Information
Memorandum and/or the Private Placement Offer Letter and reach their own views prior to making any
investment decision.

If any one of the following stated risks actually occurs, the Company’s business, financial conditions and
results of operations could suffer and, therefore, the value of the Company’s Debentures could decline
and/or the Company’s ability to meet its obligations in respect of the Debentures could be affected. More
than one risk factor may have simultaneous effect with regard to the Debentures such that the effect of a
particular risk factor may not be predictable. In addition, more than one risk factor may have a
compounding effect which may not be predictable. No prediction can be made as to the effect that any
combination of risk factors may have on the value of the Debentures and/or the Company’s ability to meet
its obligations in respect of the Debentures.

These risks and uncertainties are not the only issues that the Company faces. Additional risks and
uncertainties not presently known to the Company or that the Company currently believes to be immaterial
may also have a material adverse effect on its financial condition or business. 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 RISKS

4.1 CREDIT RISK: THE BUSINESS OF LENDING CARRIES THE RISK OF DEFAULT BY
BORROWERS.

Any lending business is exposed to the risk of default by its borrowers thereby resulting in non-performing
assets (NPAs). Lending for education is the core business of the Company. Since inception there has been
a strong emphasis on developing systematic credit appraisal techniques. The Company has a core team,
which carefully monitors loan recoveries and ensures that the NPAs are kept to a minimal.

4.2 MARKET RISK: THIS RISK ARISES AS A RESULT OF INTEREST RATE

VOLATILITY

Interest rate risk is inherent to the business of any financial institution. The Company endeavours to
minimise this risk by predominantly linking interest rates on loans to a base which varies in accordance
with movements in market rates. Interest rate, liquidity and foreign exchange risks are monitored and
managed through active Asset Liability Management (ALM).

4.3 ALM: THE RISKS THAT ARISE OUT OF MISMATCH OF ASSETS AND LIABILITIES
13
 Private & Confidential (For Addressee Only)

The Company broadly follows RBI’s Guidelines on Liquidity Risk Management Framework. To further
monitor market risk management systems, the Board of Directors of the Company has approved an ALM
Policy, which inter alia defines the Company’s risk philosophy, specifies prudent gaps and tolerance limits
and reporting systems. The ALCO apprises the Board periodically on ALM issues.

4.4 OPERATIONAL RISK: THE RISKS THAT ARISE OUT OF SYSTEMIC ISSUES
WITHIN AN ORGANISATION

Operational risks are very broad based and intrinsic to any business which may vary from a change in the
key management personnel, information technology risks relating to the loan processing system, fraud
risks, etc., and which may affect the performance of the Issuer in a number of ways which could result in
contingent liabilities, operational hassles, variance in operating costs, etc. The Company has instituted
adequate internal control systems commensurate with the nature of its business and size of operations.
The Internal Audit function is carried out by independent audit firm. All significant internal audit
observations are reported to the Audit Committee of the Company.

4.5 CHARGE OVER THE SECURED ASSETS

The debentures are secured by pari passu charge with other existing lenders on the loan receivables of
the company's underlying portfolio of loans having minimum security cover of 1.05 times of the principal
outstanding and interest accrued but not paid, to be maintained throughout the tenor of the Debentures.

4.6 ANY INABILITY OF THE COMPANY TO ATTRACT OR RETAIN TALENTED

PROFESSIONALS MAY IMPACT ITS BUSINESS OPERATIONS

The ability to attract and retain quality talent impacts the successful implementation of growth plans of
the Company. The Company may lose many business opportunities and business would suffer if such
required manpower is not available on time. The inability of the Company to replace manpower in a
satisfactory and timely manner may adversely affect its business and future financial performance.

4.7 EMPLOYEE MISCONDUCT

Any kind of employee misconduct may impair the Company’s ability to serve clients. It is not always
possible to deter employee misconduct and precautions the Company takes to detect and prevent this
activity may not be effective in all cases.

4.8 DISCLOSURES WHICH HAVE BEEN MADE AS PER LIMITED REVIEW MUST BE
READ WITH THE FOLLOWING DISCLAIMER

A review is limited primarily to inquiries of company personnel and analytical procedures applied to
financial data and thus provides less assurance than an audit. In such a case, the auditors have not
performed an audit and accordingly, the auditors do not express an audit opinion.

4.9 IN CASE OF OUTSTANDING DEBT INSTRUMENTS OR DEPOSITS OR

BORROWINGS, ANY DEFAULT IN COMPLIANCE WITH THE MATERIAL
COVENANTS SUCH AS CREATION OF SECURITY AS PER TERMS AGREED,
DEFAULT IN PAYMENT OF INTEREST, DEFAULT IN REDEMPTION OR
REPAYMENT, NON-CREATION OF DEBENTURE REDEMPTION RESERVE,
DEFAULT IN PAYMENT OF PENAL INTEREST WHEREVER APPLICABLE

14
 Private & Confidential (For Addressee Only)

As of date, the Issuer has not defaulted in compliance with any material covenants agreed to by the Issuer
with its lenders.

The Company’s financing arrangements require it to maintain certain security cover for some of its
borrowings. Should there be a breach of any financial or other covenants contained in any of the
Company’s financing arrangements, the Company may be required to immediately repay its borrowings
either in whole or in part, together with any related costs. Under the terms of some of the financing
arrangements, the Company may be required to obtain the prior written consent of the concerned lender
prior to the Company entering into any scheme of expansion, merger, amalgamation, compromise or
reconstruction or selling, leasing, transferring all or substantial portion of its fixed and other assets; making
any change in ownership or control or constitution of the Company, or in the shareholding or management
or majority of directors, or in the nature of the business of the Company. This may restrict/delay some of
the actions/initiatives that the Company may like to take from time to time.

EXTERNAL RISKS

4.10 REGULATORY CHANGES

The Issuer is subject to changes in Indian laws including the Income Tax laws, as well as to changes in
government regulations and policies and accounting principles. Any changes in the regulatory framework
could adversely affect the profitability of the Issuer or its future financial performance, by requiring a
restructuring of its activities, increasing costs or otherwise.

Similarly, the Issue is also subject to changes in the economic conditions of foreign countries, policies of
the foreign governments with respect to Education, visa norms, etc. which would directly impact their
borrower’s ability to secure a job and thereby repay their dues.

4.11 POLITICAL AND ECONOMIC RISK IN INDIA

Though the Issuer operates only within India and accordingly, all of its revenues are derived from the
domestic market, however, there is a considerable impact of global economic factors on the Indian
economy in a number of ways. As a result, it is highly dependent on prevailing economic conditions both
in India and abroad and its results of operations are significantly affected by various factors both Indian
and global influencing the Indian economy. An uncertain economic situation, in India and globally, could
result in a further slowdown in economic growth, investment and consumption. A slowdown in the rate
of growth in the Indian economy could result in lower demand for credit and other financial products and
services and higher defaults. Any slowdown in the growth or negative growth of sectors or in economies
where the Issuer has a relatively higher exposure could adversely impact its performance in that sector or
economy. Any such slowdown could adversely affect its business, prospects, results of operations and
financial condition.

Further, even the movement in foreign exchange rates goes on to impact the performance of the Issuer in
a number of ways e.g. in case of an adverse movement in foreign exchange where there is a depreciation
in the Indian Rupee vis-a-vis the foreign currency, the Issuer observes a surge in disbursements and also
in pre-payments or repayments and vice-versa.

4.12 THE SECONDARY MARKET FOR THE DEBENTURES MAY BE ILLIQUID

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if
15
 Private & Confidential (For Addressee Only)

there is a secondary market for the Debentures, the same may not provide significant liquidity. Potential
investors may have to hold the Debentures for an indeterminate period to realize any value.

4.13 LIMITED OR SPORADIC TRADING OF NON-CONVERTIBLE SECURITIES OF THE

ISSUER ON THE STOCK EXCHANGES

The Debentures have no established trading market. The Company cannot assure Debenture Holders that
a trading market for their Debentures will ever develop or be maintained. It is not possible to predict if
and to what extent a secondary market may develop, or at what price the Debentures will be sold or
purchased in the secondary market or whether such market will be liquid or illiquid.

4.14 RISK OF COMPETITION AND MARKET FACTORS

This risk may arise from existing players or new entrants in the business of education finance. The
management of the Company believes that the Company, with Housing Development Finance Corporation
Limited (HDFC Ltd.’s) support as its parent company can leverage on its experience as a pioneer of retail
education finance in India and quality customer service so as to sustain its position in the market. HDFC
Ltd.’s parentage and continued support has been instrumental in the Issuer’s robust performance and book
size till date.

4.15 TAX CONSIDERATIONS AND LEGAL CONSIDERATIONS

Special tax considerations and legal considerations may apply to certain types of investors, especially with
respect to investment in the Debentures. Potential investors are urged to consult with their own financial,
legal, tax and other advisors to determine any financial, legal, tax and other implications of this investment.

4.16 ACCOUNTING CONSIDERATIONS

Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged
to consult with their own accounting advisors to determine implications of this investment.

4.17 GENERAL RISKS

Investors are advised to read the risk factors carefully before taking an investment decision in this issue.
For taking an investment decision, investors must rely on their own examination of the issue and the
Disclosure Document/Information Memorandum and/or the Private Placement Offer Letter, including the
risks involved. The issue has not been recommended or approved by Securities and Exchange Board of
India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document/Information
Memorandum and/or the Private Placement Offer Letter.

RISKS RELATING TO THE DEBENTURES

4.18 CREDIT RISK & RATING DOWNGRADE RISK

The Rating Agencies have assigned the credit ratings to the Debentures. In the event of deterioration in
the financial health of the Issuer, there is a possibility that the Rating Agencies may downgrade the rating

16
 Private & Confidential (For Addressee Only)

of the Debentures. In such cases, potential investors may incur losses on revaluation of their investment
or make provisions towards sub-standard/ non-performing investment as per their usual norms.

4.19 CHANGES IN GENERAL INTEREST RATES IN THE ECONOMY MAY AFFECT THE
PRICE OF THE DEBENTURES.

All securities where a fixed rate of interest is offered, such as the Debentures, are subject to price risk.
The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest
rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent
of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease
in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation
and/or a growing economy, are likely to have a negative effect on the price of the Debentures.

4.20 SECURITY MAY BE INSUFFICIENT TO REDEEM THE DEBENTURES

In the event that the Company is unable to meet its payment and other obligations towards Investors under
the terms of the Debentures, the Trustee may enforce the Security as per the terms of the Trust Deed and
other related documents. The investors’ recovery in relation to the Debentures will be subject to (i) the
market value of the security and (ii) finding a willing buyer for such security at a price sufficient to repay
the potential investors’ amount outstanding under the Debentures.

4.21 WE ARE NOT REQUIRED TO MAINTAIN ANY DEBENTURE REDEMPTION

RESERVE (DRR) FOR THE DEBENTURES ISSUED UNDER THIS DISCLOSURE
DOCUMENT/INFORMATION MEMORANDUM.

As per Section 71 of the Companies Act 2013, 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, under the Companies (Issuance of Share
Capital and Debentures) Rules, 2014, non-banking financial companies are exempt from this requirement
in respect of privately placed debentures. Pursuant to this exemption, the Company is not required to
create DRR.

4.22 REFUSAL OF LISTING OF ANY SECURITY OF THE ISSUER DURING LAST THREE
YEARS BY ANY OF THE STOCK EXCHANGES IN INDIA OR ABROAD.

As of date, the Issuer has not been refused listing of any of its securities during the last 3 (three) years by
any of the stock exchanges in India or abroad.

In accordance with Indian law and practice, permissions for listing and trading of the Debentures issued
pursuant to this issue will not be granted until the relevant stock exchange approves the listing, which will
be available only after an updated documents is accordingly filed with the relevant authorities at the time
of such listing. Approval for listing and trading will required all the relevant documents authorising the
issuing of Debentures to be submitted. There could be a failure or delay in listing the Debentures on the
stock exchange.

17
 Private & Confidential (For Addressee Only)

4.23 REGULATORY RESTRICTIONS

The instruments for offer are Debentures in the nature of Secured, Rated, Listed, Redeemable, Non-
Convertible Debentures. Redemption of the Debentures will be subject to the “Master Direction - Non-
Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking
Company (Reserve Bank) Directions, 2016” issued by the RBI dated September 01, 2016 read together
with “Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve
Bank) Directions, 2016” issued by the RBI dated August 25, 2016 as updated from time to time.

18
 Private & Confidential (For Addressee Only)

SECTION 5: FINANCIAL INFORMATION

1) A columnar representation of the audited financial statements (i.e. Profit & Loss statement, Balance
Sheet and Cash Flow statement) both on a standalone and consolidated basis for a period of three
completed years which shall not be more than six months old from the date of the placement
memorandum or issue opening date, as applicable.

Standalone Audited Financial Statements

Balance Sheet as at March 31, 2022 (Audited), March 31, 2021 (Audited) & March 31, 2020
(Audited) (Rs. in Lakhs)
Year Ended Year Ended Year Ended
Balance Sheet
March 31, 2022 March 31, 2021 March 31, 2020
ASSETS
1. Financial assets
(a) Cash and cash equivalents 2,730.33 10,741.60 38,139.26
(b) Bank balances other than (a) above 142.54 276.10 141.32
(c) Derivative financial instruments 3,048.08 1,647.15 4,877.90
(d) Trade receivables 48.50 29.56 69.36
(e) Loans 8,78,684.22 6,23,041.77 6,22,889.93
(f) Investments 18,901.13 20,877.90 31,072.99
(g) Other financial assets 3,122.06 699.50 260.00
Total financial assets 9,06,676.86 6,57,313.58 6,97,450.76
2. Non-financial assets
(a) Current tax assets (net) 279.55 85.22 15.57
(b) Deferred tax assets (net) 1,778.77 1,698.00 1,711.00
Investment properties
(c) Property, plant and equipment 1,324.31 837.48 667.62
(d) Other intangible assets 12.29 25.02 38.14
(e) Capital work in progress - - -
(e) Intangible assets under development 174.47 - -
(f) Other non-financial assets 454.72 345.34 230.74
Total non-financial assets 4,024.11 2,991.06 2,663.07
Total assets 9,10,700.97 6,60,304.64 7,00,113.83

LIABILITIES AND EQUITY

LIABILITIES
1. Financial liabilities
(a) Derivative financial instruments 7,157.05 5,593.50 2,073.92
(b) Payables -
(i)Trade payables -
- Total outstanding dues of micro
64.71 169.04 4.80
enterprises and small enterprises
- Total outstanding dues of creditors
other than micro enterprises and small 2,155.27 1,315.13 720.70
enterprises
19
 Private & Confidential (For Addressee Only)

Year Ended Year Ended Year Ended

Balance Sheet
March 31, 2022 March 31, 2021 March 31, 2020
(ii) Other Payables
(i) total outstanding dues of micro
- -
enterprises and small enterprises
(ii) total outstanding dues of creditors
other than micro enterprises and small - -
enterprises
(c) Debt securities 2,10,177.80 185,143.87 222,912.41
(d) Borrowings (other than debt
4,81,537.99 281,373.21 300,603.29
securities)
Deposits - - -
(e) Subordinated liabilities 59,787.61 60,543.26 62,327.90
(f) Other financial liabilities 12,079.34 10,481.33 11,786.78
Total financial liabilities 7,72,959.77 5,44,619.34 6,00,429.80
2. Non-financial liabilities
(a) Current tax liabilities (net) - 67.31 14.15
(b) Provisions 444.83 435.40 362.98
(c) Other non-financial liabilities 1,235.97 752.97 660.62
Total non-financial liabilities 1,680.80 1,255.68 1,037.75
Total liabilities 7,74,640.57 5,45,875.02 6,01,467.55
EQUITY
(a) Equity share capital 13,179.82 13,179.82 13,179.82
(b) Other equity 1,22,880.58 1,01,249.80 85,466.46
Total equity 1,36,060.40 1,14,429.62 98,646.28
Total liabilities and equity 9,10,700.97 6,60,304.64 7,00,113.83

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 Private & Confidential (For Addressee Only)

Statement of Profit and Loss for the year ended March 31, 2022 (Audited), March 31, 2021
(Audited) & March 31, 2020 (Audited) (Rs. in Lakhs)

Year Ended Year Ended Year Ended

Statement of Profit and Loss
March 31, 2022 March 31, 2021 March 31, 2020
I. Revenue from operations
(a) Interest income 80,074.51 69,705.90 70,512.50
(b) Fees and commission income 1,750.24 879.89 1,141.31
(c) Net gain on fair value changes 534.42 760.75 1,004.45
Total revenue from operations 82,359.17 71,346.54 72,658.26
II. Other income 0.54 0.01 0.03
III. Total income (I + II) 82,359.71 71,346.55 72,658.29

II. Expenses
(a) Finance costs 42,798.55 41,869.15 46,226.89
(b) Impairment on financial instruments
1,604.29 884.55 2,280.52
(Expected credit loss)
(c) Employee benefit expense 4,974.46 3,543.51 3,093.80
(d) Depreciation and amortisation 378.72 316.79 299.69
(e) Other expenses 4,850.82 3,954.81 3,830.87
Total expenses 54,606.84 50,568.81 55,731.77

III. Profit before Tax (I - II) 27,752.87 20,777.74 16,926.52

Tax expense
- Current tax 7,602.22 5,414.00 4,568.00
- Deferred Tax (487.06) (159.09) 48.39
IV. Total tax expense 7,115.16 5,254.91 4,616.39

V. Net profit after tax (III - IV) 20,637.71 15,522.83 12,310.13

Other comprehensive income

(a) Items that will not be reclassified to profit
or loss
- Remeasurement of the defined benefit
4.49 (7.60) (41.69)
plans
- Income tax relating to the above item that
(1.13) 1.91 10.38
will not be reclassified to profit or loss
(b) Items that will be reclassified to profit or
loss
- Cash flow hedge reserves 1,391.32 428.08 (2,209.01)
- Income tax relating to the above item that
(350.25) (107.00) 556.01
will be reclassified to profit or loss
- Fair value of investments (68.63) (73.88) -
- Income tax relating to the above item that
17.27 19.00 -
will be reclassified to profit or loss

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 Private & Confidential (For Addressee Only)

Year Ended Year Ended Year Ended

Statement of Profit and Loss
March 31, 2022 March 31, 2021 March 31, 2020
VI. Other comprehensive income 993.07 260.51 (1,684.31)

VII. Total comprehensive income (V + VI) 21,630.78 15,783.34 10,625.82

Cash Flow Statement for year ended March 31, 2022 (Audited), March 31, 2021 (Audited) &
March 31, 2020 (Audited) (Rs. in Lakhs)

Year Ended Year Ended Year Ended

Cash Flow Statement
March 31, 2022 March 31, 2021 March 31, 2020
A. Operating activities

Profit before tax 27,752.87 20,777.74 16,926.52

Adjustments to reconcile profit before tax to
net cash flows :
Depreciation & amortisation 378.72 316.79 299.69
Impairment on financial instruments
1,604.29 884.55 2,280.52
(Expected credit loss)
(Profit)/loss on property, plant and
2.72 (0.01) (0.35)
equipment sold/discarded
Interest income (80,074.51) (69,705.90) (70,512.50)
Interest expense 42,662.66 41,329.07 46,020.77
Interest on income tax payable
Provision for employee benefits (77.39) 76.31 32.62
Net gain on fair value changes (534.42) (760.75) (1,004.45)
(8,285.06) (7,082.20) (5,957.17)
Cash inflow towards interest received 60,746.27 49,230.75 48,968.66
Cash outflow towards interest paid (42,394.70) (42,070.10) (39,964.94)
Cash inflow from derivative financial
846.80 58.50 -
instruments
Cash generated from operations before
10,913.31 136.95 3,046.54
working capital changes

Working capital changes

(Increase) / Decrease in financial assets and
(165.84) (75.19) (179.94)
non financial assets
Increase / (Decrease) in financial and non
1,304.72 901.33 (136.27)
financial liabilities
Net cash from operations 12,052.19 963.09 2,730.33
Loans disbursed (net) (237,858.82) 19,391.79 (69,645.81)
(Investment)/Redemption in/from cash
11,221.20 14,254.26 (30,075.31)
management Schemes of mutual funds (net)
(Investment)/Redemption in/from treasury
(8,711.16) (3,143.77) -
activities (net)
Income tax paid (7,792.35) (5,360.04) (4,832.50)
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 Private & Confidential (For Addressee Only)

Year Ended Year Ended Year Ended

Cash Flow Statement
March 31, 2022 March 31, 2021 March 31, 2020
Income tax refund - 16.18 59.13
Net cash flows from/(used in) operating
(231,088.94) 26,121.51 (101,764.16)
activities

B. Investing activities
Purchase of property, plant and equipment
and intangible assets
(271.00) (206.01) (14.24)
(including intangible assets under
development)
Proceeds from sale of property and
0.73 0.66 -
equipment
Net cash flows from/(used in) investing
(270.27) (205.35) (14.24)
activities

C. Financing activities
Debt securities issued 178,608.18 76,903.36 194,227.02
Debt securities repaid (152,500.00) (112,500.00) (183,000.00)
Borrowings (other than debt securities) taken 293,141.53 153,400.43 275,728.12
Borrowings (other than debt securities)
(95,597.78) (170,850.23) (201,004.16)
repaid
Subordinated liabilities issued - - 14,933.93
Proceeds from issue of equity shares (net of
- - 24,975.02
issue expenses)
Dividends paid including dividend
- - (0.81)
distribution tax
Lease payments (303.99) (267.38) (237.20)
Net cash flows from/(used in) financing
223,347.94 (53,313.82) 125,621.92
activities

Net increase/(decrease) in cash and cash

(8,011.27) (27,397.66) 23,843.53
equivalents (A+B+C)

Cash and cash equivalents at the beginning

10,741.60 38,139.26 14,295.74
of the period

Cash and cash equivalents at the end of

2,730.33 10,741.60 38,139.26
the period

Note: There was no auditor’s qualification. The Auditor’s Report along with the requisite schedules,
footnotes, summary, etc. can be accessed at:

FY 2021-22: https://hdfccredila.com/financials/202122/HDFC_Credila_Annual_Report_FY2021_22.pdf
FY 2020-21: http://hdfccredila.com/financials/2020-21/HDFC_Credila_Annual_Report_FY2020_21.pdf
FY 2019-20: http://hdfccredila.com/financials/2019-20/HDFC_Credila_Annual_Report_FY2019_20.pdf

23
 Private & Confidential (For Addressee Only)

Consolidated Audited Financial Statements

As on even date, the Issuer does not have any subsidiary. The standalone and consolidated financial
information would be the same and the Financial Information as disclosed above shall apply.

2) Unaudited financial information for the stub period: Not Applicable

3) Key Operational and Financial Parameters on consolidated and standalone basis

For Financial Sector Entities: Standalone basis (Rs. in Lakhs)

Year Ended Year Ended Year Ended

Parameters
March 31, 2022 March 31, 2021 March 31, 2020
Balance Sheet
Net Fixed Assets 1,511.07 862.50 705.76
Current Assets 1,97,358.48 155,160.29 89,211.95
Non-Current Assets 711,831.42 504,281.85 610,196.12
Total Assets 910,700.97 660,304.64 700,113.83

Non-Current Liabilities (including

maturities of long-term borrowing and 612,292.70 394,068.91 459,061.55
short-term borrowings)
Financial (borrowings, trade payables and
611,910.49 393,717.85 458,781.11
other financial liabilities)
Provisions 382.21 351.06 280.44
Deferred tax liabilities (net) - - -
Other non-current liabilities - - -

Current Liabilities (including maturities of

162,347.87 151,806.12 142,405.99
long-term borrowing)
Financial (borrowings, trade payables and
161,049.28 150,901.50 141,648.68
other financial liabilities)
Provisions 62.62 84.34 82.54
Current tax liabilities (net) - 67.31 14.15
Other current liabilities 1,235.97 752.97 660.62

Equity (equity and other equity) 136,060.40 114,429.62 98,646.28

Total equity and liabilities 910,700.97 660,304.65 700,113.82

Profit and Loss

Total revenue 82,359.71 71,346.55 72,658.29
From Operations 82,359.17 71,346.54 72,658.26

24
 Private & Confidential (For Addressee Only)

Year Ended Year Ended Year Ended

Parameters
March 31, 2022 March 31, 2021 March 31, 2020
Other Income 0.54 0.01 0.03
Total Expenses 54,606.84 50,568.81 55,731.77
Total Comprehensive Income 21,630.78 15,783.34 10,625.82
Profit/loss after tax 20,637.71 15,522.83 12,310.13
Other Comprehensive Income 993.07 260.51 (1,684.31)
Earnings per equity share from continuing
operations:
(a) Basic 15.66 11.78 14.18
(a) Diluted 15.66 11.78 14.18
Earnings per equity share from discontinuing
operations:
(a) Basic - - -
(a) Diluted - - -
Earnings per equity share from continuing and
discontinuing operations:
(a) Basic 15.66 11.78 14.18
(a) Diluted 15.66 11.78 14.18

Cash Flow
Net cash generated from operating activities (231,088.94) 26,121.50 (101,764.16)
Net cash used in / generated from investing
(270.27) (205.35) (14.24)
activities
Net cash used in financing activities 223,347.94 (53,313.82) 125,621.92
Cash and cash equivalents 10,741.60 38,139.26 14,295.74
Balance as per statement of cash flows 2,730.33 10,741.59 38,139.26

Additional Information
Net worth 136,060.40 114,429.62 98,646.28
Cash and Cash Equivalents 2,730.33 10,741.60 38,139.26
Current Investments 7,099.08 17,883.56 31,072.99
Assets Under Management# 883,805.37 626,695.72 625,666.15
Off Balance Sheet Assets 120,680.07 75,016.48 78,695.57
Total Debts to Total Assets (%) 82.52% 79.82% 83.68%
Debt Service Coverage Ratios** NA NA NA
Interest Income 80,074.51 69,705.90 70,512.50
Interest Expense 42,798.55 41,869.15 46,226.89
Interest Service Coverage Ratios** NA NA NA
Provisioning & Write-offs 1,604.29 884.55 2,280.52
Bad debts to Account receivable ratio NA NA NA
Gross NPA (Stage III) (%) 0.57% 0.60% 0.12%
Net NPA (Stage III) (%) 0.38% 0.40% 0.10%
Tier I Capital Adequacy Ratio (%) 14.84% 17.67% 14.70%
Tier II Capital Adequacy Ratio (%) 4.09% 6.36% 7.57%
25
 Private & Confidential (For Addressee Only)

# Assets Under Management refers to Gross Loan outstanding as on date

* Format of Key Operational and Financial Parameters is modified as per the format of Financial Results
(prepared under Ind-AS)
**The Company being a NBFC, this disclosure is not applicable pursuant to proviso to Regulation 52(4)
of the SEBI (Listing and Other Disclosure Requirements) Regulations, 2015.

Consolidated Audited Financial Statements

As on even date, the Issuer does not have any subsidiary. The standalone and consolidated financial
information would be the same and the Financial Information as disclosed above shall apply.
Gross Debt: Equity Ratio of the Company:

Before the Issue (As on March 31, 2022) 5.04

After the issue of debt securities* 5.26

* Assuming the proposed issue to be fully subscribed.

Details of any other contingent liabilities of the issuer based on the last audited financial
statements including amount and nature of liability: Nil

26
 Private & Confidential (For Addressee Only)

SECTION 6: REGULATORY DISCLOSURES

The Information Memorandum is prepared in accordance with the provisions of SEBI NCS Regulations
and in this section, the Issuer has set out the details required as per Schedule II of the SEBI NCS
Regulations.

6.1 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) year’s Annual Reports;
(c) Material contracts and agreements
 Letter appointing Registrar and Transfer Agents
 Letter appointing IDBI Trusteeship Ltd.;
(d) Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized
signatories;
(e) Certified true copy of the resolution passed by the member of the Company at the Annual General
Meeting held on June 29, 2022 authorising the Company to borrow, upon such terms as the Board
may think fit, upto an aggregate limit of Rs. 20,000,00,00,000/- (Rupees Twenty Thousand Crores
Only);
(f) An undertaking from the Issuer stating that the necessary documents for the Issue, including the
Debenture 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, where the
Debentures are proposed to be listed, within 4 (four) trading days of execution of the same; and
(g) Any other particulars or documents that the recognized stock exchange may call for as it deems
fit.
(h) An undertaking that permission / consent from the prior creditor for a pari passu charge being
created, where applicable, in favour of the trustees to the proposed issue has been obtained.

6.2 Documents Submitted to Debenture Trustee

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

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the
allotment of the Debentures;
(b) Copy of last 3 (Three) year’s Annual Reports;
(c) Material contracts and agreements
 Letter appointing Registrar and Transfer Agents
 Letter appointing IDBI Trusteeship Ltd.;
(d) Latest audited / limited review half yearly consolidated (wherever available) and standalone
financial information (profit & loss statement, balance sheet and cash flow statement) and auditor
qualifications, if any.
(e) An undertaking to the effect that the Issuer would, until the redemption of the debt securities,
submit the details mentioned in point (d) above to the Debenture Trustee within the timelines as
mentioned in Simplified Listing Agreement issued by SEBI vide circular No.
SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for
furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 (One
Hundred and Eighty) calendar 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

27
 Private & Confidential (For Addressee Only)

details submitted under this clause with all ‘Qualified Institutional Buyers’ and other existing
debenture-holders within 2 (two) Business Days of their specific request.

6.3 Name and Address of Registered Office of the Issuer

Name: HDFC Credila Financial Services Limited

(formerly known as HDFC Credila Financial Services Private
Limited)
Registered Office of Issuer: B 301, Citi Point,
Next to Kohinoor Continental,
Andheri - Kurla Road,
Andheri (East),
Mumbai 400 059

Corporate Office of Issuer: B 301, Citi Point,

Next to Kohinoor Continental,
Andheri - Kurla Road,
Andheri (East),
Mumbai 400 059

Compliance Officer of Issuer: Ms. Akanksha Kandoi, Company Secretary & Compliance
Officer

CFO of Issuer: Mr. Manjeet Bijlani, CFO

Corporate Identification Number: U67190MH2006PLC159411
Phone No.: +91 22 2826 6636
Fax No.: +91 22 2471 2447
Contact Person: Mr. Manjeet Bijlani
Email: [email protected]
Website of Issuer: www.hdfccredila.com

Statutory Auditors of the Issuer: M/s Shah Gupta & Company, Chartered Accountants,
38, Bombay Mutual Building,
2nd Floor, Dr. D N Road, Fort,
Mumbai – 400 001

Arranger to the Issue: Equirus Capital Private Limited

12th Floor, C Wing, Marathon Futurex, N M Joshi Marg, Lower
Parel, Mumbai - 400 013
Tel No: 022-4332 0748
Contact Person: Brahmdutta Singh
Email ID: [email protected]
Website: https://www.equirus.com/

Axis Bank Limited

Axis House, Wadia International Centre, Pandurang Budhkar Marg,
Worli, Mumbai - 400 025
Tel No: 022-42026693
Contact Person: Vikas Shinde
Email ID: [email protected]
Website: https://www.axisbank.com

28
 Private & Confidential (For Addressee Only)

Trustee to the Issue: IDBI Trusteeship Services Limited

Address: Asian Building, Ground Floor,
17, R. Kamani Marg,
Ballard Estate
Mumbai – 400 001
Tel. Nos. : +91 22 4080 7000
Fax Nos. : +91 22 2288 2312
E-Mail: [email protected]
Website: www.idbitrustee.com

Registrar to the Issue: Adroit Corporate Services Private Limited

18/19/20 Jafferbhoy Industrial Estate,
Makwana Road, Marol Naka Andheri (East),
Mumbai – 400 059
Tel. Nos. : +91 22 2859 0942
Fax Nos. : +91 22 2850 3748
E-Mail : [email protected]

Credit Rating Agencies of the Issue: CRISIL Limited

Address: CRISIL House,
Central Avenue,
Hiranandani Business Park,
Powai, Mumbai- 400 076
Tel. No.: +91 22 3342 3000
Fax No.: +91 22 3342 3001
Email: [email protected]
Website: www.crisil.com

CARE Ratings Limited

Address: 4th Floor, Godrej Coliseums,
Somaiya Hospital Road,
Off Eastern Express Highway,
Sion (E), Mumbai – 400 022
Tel. No.: +91 22 6754 3456
Fax No.: +91 22 6754 3457
Email: [email protected]
Website: www.careratings.com

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

(a) Overview

• HDFC Credila was incorporated under the Companies Act of 1956 on February 1, 2006.

• HDFC Credila is a Public Limited company, which is a wholly owned subsidiary of Housing
Development Finance Corporation Limited, a Public Limited company.

• HDFC Credila is a Non-Deposit Taking Non-Banking Finance Company (NBFC) licensed by the
Reserve Bank of India (RBI) and obtained the Certificate of Registration bearing number N-
13.01857, dated February 23, 2007 from the RBI.
29
 Private & Confidential (For Addressee Only)

• Main Objectives of HDFC Credila as per the Memorandum of Association is:

• Business of Lending or advancing of money by way of loan, overdraft or in any other
manner whether with or without security or against movable or immovable properties or
such other securities as may be decided by the Board of Directors of the Company from
time to time.
• Business of authorised dealers and/or money changers in foreign exchange, authorised
money transfer agents and to render such services as may be permitted by RBI and to render
advisory services and consultancy services in foreign exchange, export/import trade and
setting up joint ventures.
• Business of Corporate Agents in life, standalone health insurance as well as general
insurance business respectively for the purpose of soliciting and distribution of insurance
products and to carry on any other activity that is incidental and allied or related to the
corporate agency business.

• HDFC Credila is a dedicated education loan company, providing loans to students pursuing higher
education in India and abroad.

• Currently HDFC Credila has its offices at Mumbai, Pune, Nashik, Bangalore, Hyderabad, Delhi,
Chennai, Ahmedabad, Kolkata.

• HDFC Credila has developed a robust credit appraisal mechanism for education loan.

(b) Corporate Structure

HDFC Credila was incorporated as private limited Company which subsequently got converted into public
limited Company on October 08, 2020. It is a wholly owned subsidiary of Housing Development Finance
Corporation Limited.

(c) Project cost and means of financing, in case of funding new projects: N.A.

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

(a) Details of Share Capital as on March 31, 2022:

Share Capital No. of Shares (Face Amount (Rs. In Crores)

Value Rs.10 each)
Authorised Share Capital 15,50,00,000 155.00
Issued, Subscribed and Paid-up Share 13,17,98,226 131.79
Capital

(b) Changes in its capital structure as on March 31, 2022, for the last three years:

30
 Private & Confidential (For Addressee Only)

Date of change Amount (in Rs.) Particulars of change

(AGM/EGM)
Dec 15, 2007 20,00,00,000 Increase in Authorised Share Capital from Rs. 2.5 Crore to Rs.
20 Crore
Jul 09, 2010 25,00,00,000 Increase in Authorised Share Capital from Rs. 20 Crore to Rs.
25 Crore
Sep 14, 2010 40,00,00,000 Increase in Authorised Share Capital from Rs. 25 Crore to Rs.
40 Crore
Mar 25, 2011 70,00,00,000 Increase in Authorised Share Capital from Rs. 40 Crore to Rs.
70 Crore
Jul 15, 2011 100,00,00,000 Increase in Authorised Share Capital from Rs. 70 Crore to Rs.
100 Crore
Feb 21, 2012 1,50,00,00,000 Increase in Authorised Share Capital from Rs. 100 Crore to
Rs.150 Crore
May 25, 2016 1,55,00,00,000 Increase in Authorised Share Capital from Rs. 150 Crore to
Rs.155 Crore
August 06, 2018 1,55,00,00,000 Authorised Share Capital was reclassified consisting of
8,80,00,000 Equity shares of Rs. 10/- each and 6,70,00,000
Preference Shares of Rs. 10/- each.
August 05, 2019 1,55,00,00,000 Authorised Share Capital was reclassified consisting of
10,80,00,000 Equity shares of Rs. 10/- each and 4,70,00,000
Preference Shares of Rs. 10/- each
March 18, 2020 1,55,00,00,000 Authorised Share Capital was reclassified consisting of
13,30,00,000 Equity shares of Rs. 10/- each and 2,20,00,000
Preference Shares of Rs. 10/- each
June 28, 2021 1,55,00,00,000 Authorised Share Capital was reclassified so as to consist of
15,50,00,000 Equity shares of Rs. 10/- each

(c) Equity Share Capital History of the Company as on March 31, 2022 the last three years:

Natur Cumulative Share Capital

e of
consid R
Face eratio Natur e
Date of No. of
Value Issue Price n e of Equity Share m
Allotme Equity No. of Equity Equity Share
(in (in Rs.) (cash, Allot Premium (in a
nt Shares Shares Capital (in Rs.)
Rs.) other ment Rs.) * r
than k
cash s
etc.)
Other
Apr 15, Conve
39,55,335 10 3,95,53,350 than 1,54,25,335 15,42,53,350 4,01,46,650
2009 rsiona
cash
Other
May 19, Conve 8,02,93,300
39,55,335 10 3,95,53,350 than 1,93,80,670 19,38,06,700
2010 rsionb
cash
Not
Jul 09, 8,02,93,300
40,28,000 10 4,02,80,000 Cash Applic 2,34,08,670 23,40,86,700
2010
able
Not
Sep 14, 8,02,93,300
70,00,000 10 7,00,00,000 Cash Applic 3,04,08,670 30,40,86,700
2010
able
Other
Jun 01, Conve
2,33,33,333 10 23,33,33,330 than 5,37,42,003 53,74,20,030 9,69,59,966
2013 rsionc
cash
31
 Private & Confidential (For Addressee Only)

Natur Cumulative Share Capital

e of
consid R
Face eratio Natur e
Date of No. of
Value Issue Price n e of Equity Share m
Allotme Equity No. of Equity Equity Share
(in (in Rs.) (cash, Allot Premium (in a
nt Shares Shares Capital (in Rs.)
Rs.) other ment Rs.) * r
than k
cash s
etc.)
Not
August
20,00,000 10 10,00,00,000 Cash Applic 5,57,42,003 55,74,20,030 17,63,84,966
12, 2016
able
Not
March
50,00,000 10 45,00,00,000 Cash Applic 6,07,42,003 60,74,20,030 57,63,84,966
30, 2017
able
Not
July 31,
13,70,600 10 14,99,98,464 Cash Applic 6,21,12,603 62,11,26,030 71,26,77,430
2017
able
Not
March
24,13,800 10 35,00,01,000 Cash Applic 6,45,26,403 64,52,64,030 103,85,40,430
28, 2018
able
Not
July 28,
44,94,383 10 80,00,00,174 Cash Applic 6,90,20,786 69,02,07,860 179,35,96,774
2018
able
Other
10-May- Conve
4,166,660 10 49,999,920 than 73,187,446 731,874,460 1,802,505,094
19 rsiond
cash
Other
10-May- Conve
3,846,150 10 49,999,950 than 77,033,596 770,335,960 1,814,043,544
19 rsiond
cash
Other
06-Jul- Conve
7,692,300 10 99,999,900 than 84,725,896 847,258,960 1,837,120,444
19 rsione
cash
Other
13-Aug- Conve
3,846,150 10 49,999,950 than 88,572,046 885,720,460 1,848,658,894
19 rsionf
cash
Not
23-Aug-
1,811,600 10 50,00,01,600 Cash Applic 90,383,646 903,836,460 2,330,544,494
19
able
Other
18-Mar- Conve
1,24,99,993 10 14,99,99,916 than 10,28,83,639 1,02,88,36,390 2,35,55,44,480
20 rsiong
cash
Other
18-Mar- Conve
41,66,660 10 4,99,99,920 than 10,70,50,299 1,07,05,02,990 2,36,38,77,800
20 rsiong
cash
Other
19-Mar- Conve
27,77,778 10 5,00,00,004 than 10,98,28,077 1,09,82,80,770 2,38,61,00,024
20 rsionh
cash
Other
19-Mar- Conve
60,00,000 10 6,00,00,000 than 11,58,28,077 1,15,82,80,770 2,38,61,00,024
20 rsioni
cash
Other
19-Mar- Conve
90,00,000 10 9,00,00,000 than 12,48,28,077 1,24,82,80,770 2,38,61,00,024
20 rsionj
cash
Other
19-Mar- Conve
10,00,000 10 2,00,00,000 than 12,58,28,077 1,25,82,80,770 2,39,61,00,024
20 rsionk
cash
Not
31-Mar-
59,70,149 10 1,99,99,99,915 Cash Applic 13,17,98,226 131,79,82,260 4,33,63,98,449
20
able

32
 Private & Confidential (For Addressee Only)

* Expenses adjusted against the securities premium are not considered.

Notes:
a. On April 15, 2009, 39,55,335 Compulsorily Convertible Preference Shares of Rs. 10 each have been
converted into 39,55,335 Equity Shares of Rs. 10 each as per the terms of the Agreement.

b. On May 19, 2010, 39,55,335 Optionally Convertible Debentures of Rs. 20.15 each have been
converted into 39,55,335 Equity Shares of Rs. 10 each at a premium of Rs. 10.15 each as per the terms
and conditions of the issue of Optionally Convertible Debentures.

c. On June 01, 2013, 2,50,00,000 Compulsorily Convertible Preference Shares of Rs. 10 each have been
converted into 2,33,33,333 Equity Shares of Rs. 10 each as per the terms of the Agreement.

d. 49,99,992 Compulsorily Convertible Preference Shares of Rs. 10 each (of Round IV) and 49,99,995
Compulsorily Convertible Preference Shares of Rs. 10 each (of Round V) were due for conversion
into Equity Shares of Rs. 10 each as per the terms of the Agreement on February 27, 2019 and April
30, 2019 respectively at a conversion price of Rs. 12 each and Rs. 13 each respectively. Holders of
these Compulsorily Convertible Preference Shares gave their consent to extend the due dates for the
conversion to May 10, 2019.

Accordingly, Board has converted said Compulsorily Convertible Preference Shares into 80,12,810
Equity Shares on May 10, 2019.

e. 99,99,990 Compulsorily Convertible Preference Shares of Rs. 10 each (of Round VI) were due for
conversion into Equity Shares of Rs. 10 each as per the terms of the Agreement on July 06, 2019 a
conversion price of Rs. 13 each respectively. Accordingly, Board has converted said Compulsorily
Convertible Preference Shares into 76,92,300 Equity Shares on July 06, 2019.

f. 49,99,995 Compulsorily Convertible Preference Shares of Rs. 10 each (of Round VII) were due for
conversion into Equity Shares of Rs. 10 each as per the terms of the Agreement on August 13, 2019
a conversion price of Rs. 13 each respectively. Accordingly, Board has converted said Compulsorily
Convertible Preference Shares into 38,46,150 Equity Shares on August 13, 2019

g. 1,49,99,992 Compulsorily Convertible Preference Shares of Rs. 10 each (of Round III) and 49,99,992
Compulsorily Convertible Preference Shares of Rs. 10 each (of Round IV) were due for conversion
into Equity Shares of Rs. 10 each as per the terms of the Agreement on September 02, 2020 at
conversion price of Rs. 12 each respectively. Company got application for conversion of these CCPS.
Accordingly, Board has converted said Compulsorily Convertible Preference Shares into 1,24,99,993
and 41,66,660 Equity Shares on March 18, 2020.

h. 60,00,000 Compulsorily Convertible Preference Shares of Rs. 10 each (of Round I) were due for
conversion into Equity Shares of Rs. 10 each as per the terms of the Agreement on September 02,
2020 at a conversion price of Rs. 10 each. Company got application for conversion of these CCPS.
Accordingly, Board has converted said Compulsorily Convertible Preference Shares into 60,00,000
Equity Shares on March 19, 2020.

i. 90,00,000 Compulsorily Convertible Preference Shares of Rs. 10 each (of Round II) were due for
conversion into Equity Shares of Rs. 10 each as per the terms of the Agreement on September 02,
2020 at a conversion price of Rs. 10 each. Company got application for conversion of these CCPS.
Accordingly, Board has converted said Compulsorily Convertible Preference Shares into 90,00,000
Equity Shares on March 19, 2020

33
 Private & Confidential (For Addressee Only)

j. 50,00,000 Compulsorily Convertible Preference Shares of Rs. 10 each (of Round VIII) were due for
conversion into Equity Shares of Rs. 10 each as per the terms of the Agreement on August 30, 2020
at a conversion price of Rs. 18 each. Company got application for conversion of these CCPS.
Accordingly, Board has converted said Compulsorily Convertible Preference Shares into 27,77,778
Equity Shares on March 19, 2020

k. 20,00,000 Compulsorily Convertible Preference Shares of Rs. 10 each (of Round IX) were due for
conversion into Equity Shares of Rs. 10 each as per the terms of the Agreement on March 28, 2021 at
conversion price of Rs. 20 each. Company got application for conversion of these CCPS. Accordingly,
Board has converted said Compulsorily Convertible Preference Shares into 10,00,000 Equity Shares
on March 19, 2020.

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

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

Details of the shareholding of the Company as on March 31, 2022

(d) Shareholding pattern of the Company as on March 31, 2022

Total Shareholding as a
Sr. Total No. of No. of Shares
Name of the Shareholders %age of Total No. of
No. Equity Shares in Demat form
Equity Shares
Housing Development Finance
1 13,17,98,220 13,17,98,220 100.00%
Corporation Limited
Mr. Subodh Salunke (Nominee
2 1 1 0.00%
Shareholder of HDFC Ltd)
Mr. Suresh Menon (Nominee
3 1 1 0.00%
Shareholder of HDFC Ltd)
Mr. Conrad D’Souza (Nominee
4 1 1 0.00%
Shareholder of HDFC Ltd)
Mr. Sudhir Kumar Jha (Nominee
5 1 1 0.00%
Shareholder of HDFC Ltd)
Mr. Dipta Bhanu Gupta (Nominee
6 1 1 0.00%
Shareholder of HDFC Ltd)
Mr. Ajay Agarwal (Nominee
7 1 1 0.00%
Shareholder of HDFC Ltd)
TOTAL 13,17,98,226 13,17,98,226 100.00%

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

List of top 10 holders of equity shares of the Company as on March 31, 2022

Total Shareholding as a
Sr. Total No. of No. of Shares
Particulars %age of Total No. of
No. Equity Shares in Demat form
Equity Shares
Housing Development Finance
1 13,17,98,220 13,17,98,220 100.00%
Corporation Limited
Mr. Subodh Salunke (Nominee
2 1 1 0.00%
Shareholder of HDFC Ltd)
34
 Private & Confidential (For Addressee Only)

Mr. Suresh Menon (Nominee

3 1 1 0.00%
Shareholder of HDFC Ltd)
Mr. Conrad D’Souza (Nominee
4 1 1 0.00%
Shareholder of HDFC Ltd)
Mr. Sudhir Kumar Jha (Nominee
5 1 1 0.00%
Shareholder of HDFC Ltd)
Mr. Dipta Bhanu Gupta (Nominee
6 1 1 0.00%
Shareholder of HDFC Ltd)
Mr. Ajay Agarwal (Nominee
7 1 1 0.00%
Shareholder of HDFC Ltd)
TOTAL 13,17,98,226 13,17,98,226 100.00%

6.5 Following details regarding the directors of the Company:

(a) Details of current directors of the Company:

This table sets out the details regarding the Company’s Board of Directors as on date of the Information
Memorandum:

Whether
Name, willful
Age Residential Director of the
Designation Other Directorships defaulter
(in years) Address Company since
and DIN (Yes/No)
Mr. V. S. 62 Flat No. C- December 24,  Housing Development No
Rangan 1003, Ashok 2009 Finance Corporation
Chairman Towers, Dr Limited
DIN: Babasaheb  Atul Limited
00030248 Ambedkar  Computer Age
Marg, Management Services
Parel Private Limited
Mumbai  TVS Credit Services
400012 Limited
 HDFC Investments
Limited
 HDFC Trustee Company
Limited
 HDFC Education and
Development Services
Private Limited
 H T Parekh Foundation
Mr. Arijit 45 C-1008, Ashok January 17,  Northumberland Capital No
Sanyal Towers, Dr. 2020 Limited (foreign Co)
Managing Babasaheb
Director & Ambedkar Road,
CEO Parel, Mumbai
DIN: 400012
08386684

35
 Private & Confidential (For Addressee Only)

Whether
Name, willful
Age Residential Director of the
Designation Other Directorships defaulter
(in years) Address Company since
and DIN (Yes/No)
Mr. 68 502 5th Floor, March 30, 2015 No
 Edelweiss financial services
Biswamohan M1 wing,
limited
Mahapatra Riddhi Reappointed as
 ECL Finance Limited
Independent Gardens Independent
Director Chsl Gen. A. Director w.e.f.  National Payments
DIN: K. Vaidya March 30, 2020 Corporation of India
06990345 Marg, Malad  NPCI International
(East) Mumbai Payments Limited
400097  Edelweiss Housing Finance
Ltd
 NPCI Bharat BillPay Ltd.
Mr. Sunil 65 July 05, 2019 No
Shah C-3206, Oberoi
Director DIN: Exquisite, Oberoi
Garden City, A B  Evergreen Research and
00137105 Assets Management Private
Karmarkar,
Goregaon East, Limited
Mumbai-400 063
Mumbai 400063
Mr. Rajesh 58 B-2301, Plot- 141, January 17, No
Gupta Phoenix tower, 2020
Director Senapati Bapat  Housing Development
DIN: Marg, Lower Finance Corporation
00229040 Parel (W), Limited
Mumbai 400013
Ms. 66 R-302, March 30, 2015  Indraprastha Medical No
Madhumita Greater Kailash Corporation Limited
Ganguli Part-1, Greater  CL Educate Limited
Director Kailash,  Campus Activewear
DIN: South Delhi, Delhi Limited
00676830 110048

Details of change in directors since last three years:

36
 Private & Confidential (For Addressee Only)

Name, Date of Director of the Remarks

Designation and Appointment / Company since
DIN Resignation (in case of
resignation)
Mr. Suresh Badami April 19, 2019 Jan 11, 2019 Appointed as Additional Director
(Independent) for 5 years w.e.f.
DIN: 08224871 January 11, 2019 subject to
shareholders approval. Resigned w.e.f.
April 19, 2019.
Mr. Sunil Shah July 05, 2019 - Appointed as Independent Director for
5 years w.e.f. July 05, 2019
DIN: 00137105
Mr. Sudhin Choksey October 11, March 30, 2015 Resigned as Independent Director
2019 w.e.f. October 11, 2019
DIN: 00036085
Mr. Ajay Bohora December 12, Feb 01, 2006 Resigned as Managing Director & CEO
2019 on December 12, 2019
DIN : 00694444
Mr. Anil Bohora December 12, Feb 01, 2006 Resigned as Managing Director on
2019 December 12, 2019
DIN : 00694396
Mr. Rajesh Gupta January 17, - Appointed as Independent Director for
2020 5 years w.e.f. January 17, 2020
DIN: 00229040
Mr. Arijit Sanyal January 17, - Appointed as Managing Director w.e.f.
2020 January 17, 2020
DIN: 08386684
Mr. Subodh Salunke March 26, 2010 - Nominee Director appointed as a
Whole Time Director designated as
Executive Vice Chairman w.e.f. April
DIN: 03053815 25, 2018. Designation changed from
EVC to Non-EVC w.e.f. January 18,
2020
Mr. Biswamohan March 30, 2020 - (Appointed as Independent Director on
Mahapatra March 30, 2015)
Reappointed as Independent Director
DIN: 06990345 w.e.f. March 30, 2020
Mr. Subodh Salunke June 29, 2022 March 26, 2010 Ceased to be a Non Executive Vice
Chairman and Nominee Director of the
DIN: 03053815 Company w.e.f. June 29, 2022

6.6 Following details regarding the auditors of the Company:

(a) Details of the auditor of the Company:

Name of Statutory Address Auditor since

Auditors

37
 Private & Confidential (For Addressee Only)

M/s Shah Gupta & Co. 38, Bombay Mutual Building, November 19, 2021
Chartered Accountants 2nd Floor, Dr. D N Road, Fort,
Mumbai – 400 001

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

Name of Statutory Address Date of Date of cessation, Date of

Auditors Appoint if applicable resignation, if
ment applicable
BSR & Co. LLP 14th Floor, Central B May 30, Ceased to be the -
Chartered Wing and North C 2017 Statutory Auditor
Accountants Wing, due to ineligibility
Nesco IT Park 4, caused in terms of
Nesco Center, the RBI guidelines
Western Express w.e.f. November 2,
Highway, 2021
Goregaon (East),
Mumbai - 400 063

6.7 Details of following liabilities of the Company, as on March 31, 2022:

(a) Details of Outstanding Secured Loan Facilities as on March 31, 2022:

Amount Principal
Type of sanctioned Outstanding
Lender's Name Repayment Date/Schedule
Facility (Rs. in (Rs. in
crores) crores)
Repayable in 12 quarterly
Term
Bajaj Finance 125.00 125.00 instalments of Rs. 10.42 crores each
Loan
commencing from 31-Mar-24
Repayable in 12 quarterly
Term
Canara Bank 500.00 500.00 instalments of Rs. 41.67 crores each
Loan
commencing from 29-Mar-24
Term Bullet repayment of Rs. 50 crores
Citi Bank 175.00 50.00
Loan on 24-Feb-2023
Repayable in 12 quarterly
Term
DBS Bank 200.00 133.33 instalments of Rs. 16.67 crores each
Loan
commencing from 22-Jun-21
Repayable in 6 half yearly
Term
Deutsche Bank 300.00 300.00 instalments of Rs. 50 crores each
Loan
commencing from 22-Dec-23
Repayable in 6 half yearly
Term
Deutsche Bank 200.00 200.00 instalments of Rs. 33.33 crores each
Loan
commencing from 29-May-24
Repayable in 20 quarterly
Term
Federal Bank 100.00 65.00 instalments of Rs. 5 crores each
Loan
commencing from 27-Jul-20

38
 Private & Confidential (For Addressee Only)

Amount Principal
Type of sanctioned Outstanding
Lender's Name Repayment Date/Schedule
Facility (Rs. in (Rs. in
crores) crores)
Repayable in 12 quarterly
Term
Federal Bank 100.00 25.00 instalments of Rs. 8.33 crores each
Loan
commencing from 18-Jan-20
Repayable in 12 quarterly
Term
Federal Bank 100.00 33.33 instalments of Rs. 8.33 crores each
Loan
commencing from 30-Jun-20
Repayable in 12 quarterly
Term
Federal Bank 200.00 100.00 instalments of Rs. 16.67 crores each
Loan
commencing from 24-Dec-20
Repayable in 12 quarterly
Term
Federal Bank 200.00 133.33 instalments of Rs. 16.67 crores each
Loan
commencing from 19-Jun-21
Repayable in 12 quarterly
Term
HSBC 300.00 300.00 instalments of Rs. 25 crores each
Loan
commencing from 30-Sep-23
Repayable in 12 quarterly
Term
HSBC 350.00 200.00 instalments of Rs. 16.67 crores each
Loan
commencing from 27-Mar-24
Repayable in 8 quarterly
Term
ICICI Bank 200.00 175.00 instalments of Rs. 25 crores each
Loan
commencing from 31-Mar-22
Repayable in 17 quarterly
Term
ICICI Bank 150.00 150.00 instalments of Rs. 8.82 crores each
Loan
commencing from 16-Dec-22
Repayable in 28 quarterly
Term
J&K Bank 100.00 60.64 instalments of Rs. 3.57 crores each
Loan
commencing from 16-Aug-19
Repayable in 28 quarterly
Term
J&K Bank 100.00 67.77 instalments of Rs. 3.57 crores each
Loan
commencing from 12-Mar-20
Repayable in 20 quarterly
Term
J&K Bank 50.00 25.00 instalments of Rs. 1.25 crores each
Loan
commencing from 28-Mar-24
Repayable in 16 quarterly
Term
Karur Vysya Bank 75.00 75.00 instalments of Rs. 4.69 crores each
Loan
commencing from 31-Oct-22
Repayable in 16 quarterly
Term
Karur Vysya Bank 50.00 50.00 instalments of Rs. 3.13 crores each
Loan
commencing from 31-Mar-23
Repayable in 17 quarterly
Kotak Mahindra Term
200.00 200.00 instalments of Rs. 11.76 crores each
Bank Loan
commencing from 23-Sep-22
Repayable in 28 quarterly
Punjab National Term
200.00 200.00 instalments of Rs. 7.14 crores each
Bank Loan
commencing from 30-Dec-23

39
 Private & Confidential (For Addressee Only)

Amount Principal
Type of sanctioned Outstanding
Lender's Name Repayment Date/Schedule
Facility (Rs. in (Rs. in
crores) crores)
Repayable in 12 quarterly
Term
Shinhan Bank 40.00 26.67 instalments of Rs. 3.33 crores each
Loan
commencing from 31-May-21
Repayable in 28 quarterly
Term
State Bank of India 300.00 289.28 instalments of Rs. 10.71 crores each
Loan
commencing from 30-Mar-22
Repayable in 28 quarterly
Term
State Bank of India 300.00 145.00 instalments of Rs. 5.18 crores each
Loan
commencing from 29-Oct-23
Repayable in 28 quarterly
instalments, out of which, 27
Union Bank of Term quarterly equal instalments of Rs.
300.00 85.14
India Loan 10.71 crores and last instalment of
Rs. 10.83 crores commencing from
16-Jun-17
Repayable in 28 quarterly
Union Bank of Term
300.00 299.86 instalments of Rs. 10.71 crores each
India Loan
commencing from 30-Jun-23
Repayable in 28 quarterly
Union Bank of Term
300.00 49.99 instalments of Rs. 1.79 crores each
India Loan
commencing from 30-Jun-23
Working
Capital As mentioned in drawal request
ICICI Bank 75.00 -
Demand letter (upto 1 year)
Loan
Total 5,590.00 4,064.34

Notes:
1. Principal outstanding amount includes amount payable under Term Loans and Overdraft
facilities and does not include Ind AS adjustment on account of EIR.
2. All above term loans and working capital demand loans are secured by way of hypothecation
of standard education loan receivables

(b) Details of Outstanding Unsecured Loan facilities as on March 31,2022: Nil

(c) Details of Listed Non-Convertible Securities as on March 31, 2022:

Coupon Amou Credit

Tenor/ Redemptio Secured/
Series of Rate nt Date of Rating
Period of n Date/ Unsecure Security
NCS (Rs. in Allotment (as of
Maturity (% p.a.) Schedule d
crore) today)
11.75%
NA (Call ICRA
HDFC
Option AA+
Credila Perpetual 11.75 50 09-Jul-14 Unsecured NA
after 10 /stable,
Financial
years) CARE
Services

40
 Private & Confidential (For Addressee Only)

Coupon Amou Credit

Tenor/ Redemptio Secured/
Series of Rate nt Date of Rating
Period of n Date/ Unsecure Security
NCS (Rs. in Allotment (as of
Maturity (% p.a.) Schedule d
crore) today)
Private AA+/
Limited stable
PDI, 2014
July 9
10.50%
HDFC
ICRA
Credila
NA (Call AA+/
Financial
Option stable,
Services Perpetual 10.50 50 27-Jan-15 Unsecured NA
after 10 CARE
Private
years) AA+/
Limited
stable
PDI, 2015
January 27
10.50%
HDFC
ICRA
Credila
NA (Call AA+/
Financial
Option stable,
Services Perpetual 10.50 50 17-Jun-15 Unsecured NA
after 10 CARE
Private
years) AA+/
Limited
stable
PDI, 2015
June 17
CRISIL
9.30%
AAA/
HDFC
stable
Credila, 10 Years 9.30 100 09-Oct-15 09-Oct-25 Unsecured NA
CARE
October 9,
AAA/sta
2025
ble
CRISIL
8.20%
AAA/
HDFC
9 Years stable
Credila, 8.20 50 24-Jul-17 23-Jul-27 Unsecured NA
364 days ICRA
July 23,
AAA/
2027
stable
CRISIL
8.10%
AAA/
HDFC
stable
Credila, 10 Years 8.10 50 16-Nov-17 16-Nov-27 Unsecured NA
ICRA
November
AAA/
16, 2027
stable
8.75%
HDFC ICRA
Credila NA (Call AA+/
Financial Option stable,
Perpetual 8.75 50 08-Dec-17 Unsecured NA
Services after 10 CARE
Private years) AA+/
Limited stable
PDI, 2017
41
 Private & Confidential (For Addressee Only)

Coupon Amou Credit

Tenor/ Redemptio Secured/
Series of Rate nt Date of Rating
Period of n Date/ Unsecure Security
NCS (Rs. in Allotment (as of
Maturity (% p.a.) Schedule d
crore) today)
December
8
ICRA
9.35%
NA (Call AA+/
HDFC
Option stable,
Credila Perpetual 9.35 75 06-Jun-18 Unsecured NA
after 10 CARE
PDI, June
years) AA+/
6, 2028
stable
CRISIL
9.12%
AAA/
HDFC
9 Years stable
Credila, 9.12 150 06-Jun-19 06-Jun-29 Unsecured NA
363 days ICRA
June 06,
AAA/
2029
stable
CRISIL
8.62%
AAA/
HDFC
stable
Credila, 5 Years 8.62 100 17-Jun-19 17-Jun-24 Secured ***
ICRA
June 17,
AAA/
2024
stable
CRISIL
8.85%
AAA/
HDFC
9 Years stable
Credila, 8.85 200 08-Jul-19 06-Jun-29 Secured ***
363 days ICRA
July 06,
AAA/
2029
stable
CRISIL
8.70%
AAA/
HDFC
stable
Credila, 10 years 8.70 200 01-Aug-19 01-Aug-29 Secured ***
ICRA
August 01,
AAA/
2029
stable
CRISIL
8.00 % AAA/
HDFC stable
5 Years 8.00 200 31-Jan-20 31-Jan-25 Secured ***
Credila, ICRA
January 31, AAA/
2025 stable
“CRISI
L AAA”
5.99 % 2 Years, by
HDFC 10 CRISIL
Credila, Months 5.99 200 24-Sept-20 and Secured ***
02-Aug-23
August 02, and 9 “ICRA
2023 Days AAA”
by
ICRA

42
 Private & Confidential (For Addressee Only)

Coupon Amou Credit

Tenor/ Redemptio Secured/
Series of Rate nt Date of Rating
Period of n Date/ Unsecure Security
NCS (Rs. in Allotment (as of
Maturity (% p.a.) Schedule d
crore) today)
“CRISI
L AAA”
by
7% HDFC
CRISIL
Credila, 6 years,
7 200 13-Nov-20 12-Nov-27 and Secured ***
November 364 days
“ICRA
12, 2027
AAA”
by
ICRA
“CRISI
L AAA”
7.23%
by
HDFC
9 years, CRISIL
Credila, 7.23 250 02-Aug-21 01-Aug-31 Secured ***
364 days and
August 01,
“CARE
2031
AAA”
by Care
“CRISI
3M T-Bill L AAA”
Linked by
HDFC CRISIL
3 years Variable 300 25-Nov-21 25-Nov-24 Secured ***
Credila, and
November “CARE
25, 2024 AAA”
by Care
CRISIL
AAA”
7.50%
by
HDFC
9 Years CRISIL
Credila, 7.50 200 1-Feb-22 30-Jan-32 Secured ***
363 days and
January 30,
“CARE
2032
AAA”
by Care
CRISIL
AAA”
7.30%
by
HDFC
6 years & CRISIL
Credila, 7.30 200 25-Feb-22 23-Feb-29 Secured ***
364 days and
February
“CARE
23, 2029
AAA”
by Care
2,675
*** Pari passu charge with other existing lenders on the loan receivables of the Company's underlying
portfolio of loans having minimum security cover of 1.05 times

43
 Private & Confidential (For Addressee Only)

Note : Amount includes amount payable under Secured/Unsecured Non-convertible Debentures

and does not include Fair Value adjustment or Ind AS adjustment on account of EIR.

(d) List of top 10 holders of non-convertible securities in terms of value (as on March 31, 2022)

Sr. Name of Holders of Non-convertible Amount % of total NCS

No Securities (Rs in Cr) outstanding
1 ICICI Prudential Corporate Bond Fund 285.00 10.65%
Aditya Birla Sun Life Trustee Private Limited A/C
2 Aditya Birla Sun Life Corporate Bond Fund 215.00 8.04%
3 Tata AIG General Insurance Company Limited 150.00 5.61%
4 ICICI Bank Ltd 118.30 4.42%
NPS Trust - A/C HDFC Pension Management
5 Company Limited Scheme C - Tier I 112.30 4.20%
6 ICICI Bank Limited Provident Fund 90.00 3.36%
7 Mahindra And Mahindra Ltd Staff Provident Fund 86.60 3.24%
8 Hindalco Employees Provident Fund Institution 73.70 2.76%
9 Provident Fund of Tata Steel Limited 58.60 2.19%
10 HDFC Life Insurance Company Limited 50.00 1.87%
National Thermal Power Corporation Limited
11 Employees Provident Fund Trust 50.00 1.87%

Note: Top 10 holders’ of debentures have been shown on a cumulative basis for all outstanding debentures.

(e) Details of outstanding Commercial Paper (as on March 31, 2022)

Sr. ISIN of Commercial Maturity Date Amount Outstanding

No Paper (Rs. in crore)
1 INE539KAN4 30-Aug-2022 100.00

(f) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally
Convertible Debentures / Preference Shares) as on March 31, 2022:

Amount Principal
Name Date of
Type of sanctioned Outstanding Credit Secured/
of the Repayment/ Security
Facility (USD in (Rs. in Rating Unsecured
party Schedule
million) crore)
CTBC
Bank
Pari-passu
DBS
External 3 years from charge over
Bank
Commercial 100.00 759.00 the date of --- Secured education
Bank of
Borrowing drawdown loan
Baroda
receivables
SMBC
Bank

44
 Private & Confidential (For Addressee Only)

(g) The amount of corporate guarantee issued by the Issuer along with name of the
counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of
whom it has been issued. (if any)

The Company has not issued any corporate guarantee in favour of any counterparty including its
subsidiaries, joint venture entities, group companies, etc.

(h) 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:

This information shall be disclosed whether such borrowing/ debt securities have been taken/
issued:
(vii) in whole or part,
(viii) at a premium or discount, or
(ix) in pursuance of an option or not

The Company, till date, has not taken any borrowing or issued any debt securities for
consideration other than cash or in pursuance of an option.

6.8 Disclosures on Asset Liability Management (ALM) for NBFCs

Please refer Section 7 for the disclosure.

6.9 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 3 years:

Interest on existing debt securities of the Company is paid to the respective holders of the debt
securities on the relevant due dates for payment of such interest, which is fixed in accordance with
the terms of the issue of such debt securities. As on date of this Disclosure Document/Information
Memorandum and/or Private Placement Offer Letter, the Company has not defaulted in its
obligations to pay either the interest or principal amount towards its existing debt securities or
term loans.

6.10 Details of Promoters of the Company:

Name Housing Development Finance Corporation Limited

Date of Birth / Date of 17-10-1977
Incorporation
Age Not Applicable
Registered Address Ramon House, H. T. Parekh Marg,
169, Backbay Reclamation,
Churchgate, Mumbai – 400 020.
Educational Not Applicable
Qualification
Experience in the The Corporation has completed more than 40 years of operations.
business or
employment
positions posts held in Not Applicable
the past
45
 Private & Confidential (For Addressee Only)

Directorships held Not Applicable

other ventures of each The Corporation is a Financial Conglomerate with diversified
promoter businesses. The details are available in the Annual Report -
https://www.hdfc.com/sites/default/files/2021-06/hdfc-
shareholder-copy-2020-21_1.pdf
Special Achievements Recent Awards -
1) Best Integrated Report 2020 by Asian Centre for Corporate
Governance &Sustainability
2) ‘Leadership in Employee Development’ by ESGRisk.ai,
India’s 1st ESG rating company
3) 'Company of the Year' at The Economic Times Awards for
Corporate Excellence 2020
4) Golden Peacock Award for Excellence in Corporate
Governance 2020
5) Felicitated under the ‘Leadership’ category in the Corporate
Governance Score Card, 2020 under a joint initiative by IFC-
IiAS-BSE
Business and financial The Corporation is a Financial Conglomerate with diversified
activities of the businesses. The details are available in the Annual Report -
Promoter https://www.hdfc.com/sites/default/files/2021-06/hdfc-
shareholder-copy-2020-21_1.pdf
photograph Not Applicable
Permanent AAACH0997E
Accountant Number

Details of Promoter Holding in Company as on March 31, 2022

Total
No. of % of Equity
shareholdin No. of
Total No. of Equity Shares
Sr. Name of g as a %age Equity
Equity Shares held pledged with
No. Shareholder of Total No. Shares
Shares in Demat respect to
of Equity Pledged
form shares owned
Shares
Housing
Development
1 Finance 100.00% Nil Nil
13,17,98,220 13,17,98,220
Corporation
Limited
Mr. Subodh
2 0.00% Nil Nil
Salunke* 1 1
Mr. Suresh
3 0.00% Nil Nil
Menon* 1 1
Mr. Conrad
4 0.00% Nil Nil
D’Souza* 1 1
Mr. Sudhir
5 0.00% Nil Nil
Kumar Jha* 1 1
Mr. Dipta Bhanu
6 0.00% Nil Nil
Gupta* 1 1
46
 Private & Confidential (For Addressee Only)

Mr. Ajay
7 0.00% Nil Nil
Agarwal* 1 1
Total
13,17,98,226 13,17,98,226

*These shareholders are nominee shareholders of Housing Development Finance Corporation

Limited

6.11 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.

Save as stated elsewhere in this Disclosure Document/Information Memorandum and/or Private

Placement Offer Letter, since the date of the last published audited financial accounts, no material
developments have taken place

6.12 Any litigation or legal action pending or taken by a Government Department or a statutory
body during the last three years immediately preceding the year of the issue of prospectus
against the promoter of the company: -

The Corporation from time to time, is involved in various legal proceedings in the ordinary course
of business, which involve matters pertaining to, among others, tax, regulatory and other disputes.
As on the date of this Shelf Placement Memorandum, except as disclosed hereunder, the
Corporation is not involved in any material governmental, legal or arbitration proceedings or
litigation and it is not aware of any pending or threatened material governmental, legal or
arbitration proceedings or litigation relating to it which may have a significant effect on the
financial condition, the results of operations or cash flows of the Corporation, on a consolidated
basis.

National Housing Bank

On 16 March 2020, the NHB imposed a cumulative penalty of Rs. 85,000 (exclusive of taxes) in
relation to non-compliances with certain provisions of the NHB Directions with respect to asset
classification, and for not obtaining periodical reports on the business undertaken by the Dubai
and London representative offices of the Issuer, as observed in its inspection report dated 15 July
2019 for the financial year ended 31 March 2018. The penalty has been paid by the Issuer on 9
April 2020.

On 29 September 2020, the NHB imposed a monetary penalty of Rs. 150,000 (exclusive of taxes)
on the Issuer in relation to non-compliances with certain provisions of the NHB Directions inter
alia, in the methodology used for certain types of asset classification as well as classification and
rollovers of certain inter-corporate deposits. The penalty has been paid by the Issuer on 8 October
2020.

On 5 July 2021, the NHB imposed a monetary penalty of Rs. 475,000 (exclusive of taxes) on the
Issuer for technical non-compliance with NHB circular NHB(ND)/DRS/PolNo.58/2013-14 dated
18 November 2013 and NHB(ND)/DRS/Policy Circular No.75/2016-17 dated 1 July 2016. The

47
 Private & Confidential (For Addressee Only)

Issuer has paid the said penalty on 19 July 2021, simultaneously holding on to its reservations
with respect to the merits.

Reserve Bank of India

On 22 May 2020, RBI imposed a late submission fee of Rs. 250,000 on the Issuer for delayed
filing of the downstream investment form (Form DI) for the downstream investment made by the
Issuer in HDFC Credila Financial Services Private Limited. The Issuer had initially filed the Form
DI on 29 April 2020 with the RBI, which was rejected due to want of certain clarifications and
was then resubmitted on 6 May 2020. The penalty has been paid by the Issuer on 5 June 2020.

6.13 Details of default and non-payment of statutory dues: Nil

6.14 Names of the Debentures Trustees and Consents thereof

The Debenture Trustee of the proposed Debentures is IDBI Trusteeship Services Limited. IDBI
Trusteeship Services Limited has given its written consent for its appointment as debenture trustee
to the Issue and inclusion of its name in the form and context in which it appears in this
Information Memorandum and in all the subsequent periodical communications sent to the
Debenture Holders and such consent has not been withdrawn up to the time of filing of this
Disclosure Document/ Information Memorandum with BSE. The consent letter from Debenture
Trustee is provided in Annexure III of this Information Memorandum.

6.15 Rating and Rating Rationale

The Debentures proposed to be issued have been rated and the rating details are as below:

Rating Rating Category Meaning of the Rating

Agencies
CRISIL “CRISIL Non- Instruments with this rating are
AAA” with Convertible considered to have the highest degree of
stable Debentures safety regarding timely servicing of
outlook financial obligations. Such instruments
carry lowest credit risk.
CARE “CARE Non- Instruments with this rating are
AAA” Convertible considered to have the highest degree of
with stable Debentures safety regarding timely servicing of
outlook financial obligations. Such instruments
carry lowest credit risk.

The rating letters assigned by CRISIL and CARE are enclosed herewith (See Annexure II).

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6.16 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.

Not Applicable.

6.17 Disclosure of Cash flow with date of interest/dividend/ redemption payment as per day count
convention

a. The day count convention for dates on which the payments in relation to the non-
convertible securities which need to be made.

Actual/Actual

b. Procedure and time schedule for allotment and issue of securities

The procedure and time schedule for allotment shall be as per the Electronic Book Mechanism
Guidelines.

c. Cash flows emanating from the non-convertible securities shall be mentioned in the offer
document, by way of an illustration.

Please refer to the Illustration of Cashflows as set out in the

t in Annexure I.

6.18 Undertaking for creation of security

The Company undertakes that the assets on which charge is created are already charged to secure
a debt, the permission or consent to create a pari-passu charge on the assets of the issuer has been
obtained from the earlier creditor.

6.19 Debt securities shall be considered as secured only if the charged asset is registered with Sub
registrar and Registrar of Companies or CERSAI or Depository etc., as applicable, or is
independently verifiable by the debenture trustee.

The Company will register the charge with the Registrar of Companies post execution of the
Debenture Trust Deed.

6.20 Terms and conditions of debenture trustee agreement including fees charged by debenture
trustees(s), details of security to be created and process of due diligence carried out by the
debenture trustee.

Refer to Annexure III of the Information Memorandum, which provides the Consent from the
Trustee along with relevant details.

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6.21 Due diligence certificate as per the format specified in the circular dated November 3, 2020
issued by SEBI regarding creation of security in issuance of listed debt securities and ‘due
diligence’ by debenture trustee(s).

Refer to Annexure III of the Information Memorandum.

6.22 That the 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.

The principal amount of the NCDs, interest and any other monies payable by the Company in
respect of the NCDs will be secured by way of pari-passu charge on the loan receivables of the
Company’s underlying portfolio of loans (As defined under DTD), to the extent of Asset Cover
(As defined under DTD), in favour of the Debenture Trustee.

However, the Company shall, from time to time, be entitled to create any charge, mortgage,
pledge, security interest, encumber or create lien on its Assets (As defined under DTD), subject
to maintenance of Asset Cover (As defined under DTD).

The names of the debenture trustee(s) shall be mentioned with a statement to the effect that
debenture trustee(s) has given his consent to the issuer for his appointment under regulation
4(4) and also in all the subsequent periodical communications sent to the holders of debt
securities.

IDBI Trusteeship Services Limited is acting as Trustees for Secured Redeemable Non-
Convertible Debentures issued by the Company. Consent in writing of the IDBI Trusteeship
Services Limited to act as the debenture trustees has been obtained and such consent has not been
withdrawn up to the time of filing of this Information Memorandum with BSE. The Trustee
consent is enclosed as Annexure III.

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

The Debentures are proposed to be listed on the WDM segment of the BSE. The Issuer shall
comply with the requirements of the listing agreement for debt securities to the extent applicable
to it on a continuous basis.

6.24 Other details:

(a) Debenture Redemption Reserve Creation:

As per Section 71 of the Companies Act 2013, 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, under the Companies
(Share Capital and Debentures) Rules, 2014, non-banking financial companies are exempt from
this requirement in respect of privately placed debentures. Pursuant to this exemption, the
Company is not required to create Debenture Redemption Reserve.

(b) Issue / instrument specific regulations:

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The Issue of the Debentures shall be in conformity with the applicable provisions of the
Companies Act including the notified rules thereunder, the relevant RBI circulars and guidelines
and the SEBI NCS Regulations.

(c) Application process:

The application process for the Issue is as provided in point 10.10 of this Information
Memorandum.

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

By very nature of its business, the Company is involved in large number of transactions involving
financial obligations and therefore it may not be possible to furnish details of all material contracts
and agreements involving financial obligations of the Company. However, the
contracts/documents referred below (not being contracts entered into in the ordinary course of the
business carried on by the Company) which are or may be deemed to be material have been
entered into by the Company. Copies of these contracts /documents shall be available for
inspection at the registered office of the Company between 10.00 a.m. and 12.00 noon on all days
except Saturdays, Sundays and public holidays.

Sr. No. Nature of Contract

1. Copy of letter appointing Arrangers to the Issue.
Copy of letter appointing Registrar and copy of MoU entered into between the Issuer and
2. the Registrar.
3. Copy of letter appointing the Debenture Trustee to the Debenture Holders.
Certified true copy of the Memorandum and Articles of Association of the Issuer as
4.
amended from time to time.
Certified true copy of the Board Resolution dated January 25, 2021 authorising issue of the
5.
Debentures offered under terms of this Disclosure Document.
Letter of consent from the Debenture Trustee for acting as trustees for and on behalf of the
6.
holder(s) of the Debentures.
7. Copy of the Letter of consent from the Registrar for acting as Registrar to the Issue.
Copy of the Application made to the BSE for grant of in-principle approval for listing of
8.
Debentures.
Copy of the Letter from CRISIL Limited and CARE Ratings Limited conveying the credit
9.
rating for the Debentures
Copy of the Tripartite Agreement between the Issuer, NSDL and Registrar for issue of the
10.
Debentures in dematerialised form.
Copy of the Tripartite Agreement between the Issuer, CDSL and Registrar for issue of the
11.
Debentures in dematerialised form.

6.26 Details of Debt Securities Sought to be Issued

Under the purview of the current document, the Issuer intends to raise an amount of Rs.
300,00,00,000/- (Rupees Three Hundred Crore only) by issue of Secured, Rated, Listed,
Redeemable, Non-Convertible Debentures, on a private placement basis

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For further details of the Debentures, please refer to the terms and conditions of the Debentures
set out in Section 6.29 of this Information Memorandum.

6.27 Issue Size

The issue size for the Debentures is Rs. 300,00,00,000/- (Rupees Three Hundred Crore only)

6.28 Objects of the Issue and Details of the Utilization of the Issue Proceeds

The funds being raised by the Issuer through present issue of Debentures are not meant for
financing any particular project. The Issuer shall utilize the proceeds of the Issue for its regular
business activities including utilization of proceeds for disbursement to meet the finance
requirements of the borrowers of the Issuer and other associated business objectives such as
discharging existing debt obligations which were generally undertaken for business operations.
The details of utilization are as per the term sheet.

The Issuer undertakes that the proceeds of this Issue shall be utilized for the deployment of funds
on its own balance sheet and not to facilitate resource requests of its group entities/parent
company/associates.

The Issuer undertakes that proceeds of this Issue shall not be utilized for the following purposes
as specified in the RBI Master Circular No. DBR. BP. BC. No. 5/21.04.172/2015-16 dated July
01, 2015:

1) Bills discounted / rediscounted by NBFCs, except for rediscounting of bills discounted by

NBFCs 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 NBFCs which have discounted the bills would be
verified.
2) Investments of NBFCs 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 NBFCs to / in any company.
4) All types of loans and advances by NBFCs to their subsidiaries, group companies / entities.
5) Finance to NBFCs for further lending to individuals for subscribing to Initial Public Offerings
(IPO) and for purchase of shares from secondary market

The net proceeds from the Issue shall not be used in contravention of the RBI policy applicable
to banks on investment in NBFCs.

No part of the proceeds of the Debentures would be utilized by the Issuer directly/indirectly
towards investment in capital markets and real estate purposes including without limitation for
acquisition or purchase of land.

6.29 Issue Details

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The Issuer proposes to issue 3,000 (Three Thousand) Secured, Rated, Listed, Redeemable, Non-
convertible Debentures (the “Debentures”) of face value of Rs. 10,00,000/- (Rupees Ten Lakhs
only) each, aggregating up to Rs. 300,00,00,000/- (Rupees Three Hundred Crore only), on a
private placement basis (the “Issue”).

This issue does not form part of non-equity regulatory capital mentioned under Chapter V of SEBI
NCS Regulations, 2021. The Issue is being issued in terms of this Information Memorandum and
in pursuant to the resolution passed by the Board of Directors of the Company at its meeting held
on January 25, 2021 and subject to the provisions of the Companies Act, 2013 and the
Memorandum of Association and Articles of Association of the Company.

The Board Resolution dated January 25, 2021, authorizes Mr. Arijit Sanyal – Managing Director
& CEO, Ms. Madhumita Ganguli - Director, Mr. Manjeet Bijlani - Chief Financial Officer, Mr.
Yatin Sahasrabudhe, Head-PIPM, Ms. Akanksha Kandoi, Company Secretary, Mr. Hitesh
Parashar - National Sales Manager, Mr. Laxmikant Tople - VP Accounts & Finance of the
Company to severally issue the Information Memorandum and sign the same for and on behalf of
the Board of Directors of the Company. A certified true copy of the said resolution is annexed
herewith.

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SECTION 7: ASSET LIABILITY MANAGEMENT DISCLOSURES FOR NBFCS

Where the Issuer is a Non-Banking Finance Company the following disclosures on Asset Liability
Management (ALM) have been provided for the latest audited financials

1. Details with regard to lending done out of the issue proceeds of earlier issuances of debt
securities (whether public issue or private placement) by NBFC

1.1 Lending Policy

HDFC Credila’s Credit Policy and Standard Operating Procedures are guiding documents for the
lending operations of the company. The documents have been created to ensure a structured and
robust process is followed for all activities involved in the loan lifecycle. The objective of the
documents is to provide a framework for efficient and standardized lending process whilst
ensuring customer satisfaction, risk mitigation, and regulatory compliance.

The key aspects of the lending operations are outlined below:

I. Sourcing of Loans
II. Education Loan Products and Features
III. Loan Approval Process – Credit and KYC documentation
IV. Disbursement Process and Post Disbursement Activities
V. Risk Management and Monitoring
VI. Grievance Redressal Mechanism
The Credit policy also covers the general terms & conditions and documentation required for each
product.

Below is the summary of the loan products and the processes followed across the loan transaction
cycle.

I. Sourcing of Loans
A loan application is sourced through various channels such as education consultants, test
preparation centres, informational webinars, business associates etc. Based on documents
provided either in digital or in physical form, initial screening of documents and detailed data
entry is done on system.

II. Education Loan Products and Features

Education loan products of HDFC Credila can be availed by any Resident or Non-Resident Indian
for higher education in India or overseas under a wide range of courses, colleges, universities, and
streams. Education loans are funded up to 100% of tuition fee, living cost and other expenses such
as books, air tickets etc. The funding depends on cost of education, course duration and type. The
company offers both secured and unsecured loans – the type of loan offered depends on several
factors which are analyzed during the credit appraisal process. There are varieties of products that
cater education courses in India as well as overseas as well as different type of customer profiles.

III. Loan Approval Process - Credit and KYC documentation

All the education loan products seek to address specific requirements and profile of the customers
and operate within the norms specified by the regulator. The regulatory guidelines determine the
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KYC, PMLA and other requirements etc. While these guidelines are applicable to all loans, some
of the product attributes are distinct basis the term, applicable fees, maximum loan etc. basis the
commercial and risk perception of the company.

All loans are appraised by the Credit teams of respective locations post initial document
fulfillment by sales team. The appraisal process for determining the loan eligibility involves
underwriting of the submitted documents and undertaking various checks to ensure authenticity
of the documents, genuineness of the transaction and compliance with all regulations. The various
policy guidelines as issued by RBI on KYC, CKYC, PMLA, etc. are adhered to during the
appraisal process.

Review of the loan application, credit and property documents (in the case of loans secured by
property) by HDFC Credila’s credit appraiser is supported by the above checks and personal
discussion with the applicant/s (if required) to determine the loan eligibility. The review is based
on the assessment of student education qualifications and scores in entrance/other college related
exams, Co-borrowers repayment capacity by estimating the income and obligations, savings and
investment history, ability to fund the balance cost of education (i.e. total cost of education less
the loan amount) and banking history.

The loan proposal is appraised holistically considering the student qualification and type of course
to be undertaken for future job prospects, source of own contribution for balance funds, location
and type of college/university etc.

The loan eligibility of a customer is dependent on the ability to service the loan obligation. The
ability to pay is a factor of the quantum and consistency of income of the coborrower/s. The source
of the income, frequency, and continuity of the income stream is also considered when loan
eligibility is determined.

Apart from credit underwriting, there are various checks undertaken during the approval process.
The additional checks are:

• PAN Number verification from NSDL website:

• Cross validation of customer information from CKYC Database
• Customer de-dupe Process
• CERSAI check
• Online check on the Traces and EPFO websites
• Credit Bureau Reports (CIBIL/Experian/Hunter etc.)
• Residence and employment verification
• Risk Containment Unit (RCU)

All education loans are appraised by the credit teams at the concerned locations. Loans are
recommended by credit appraisers and approved by a relevant authority, in line with the Board
approved authority matrix.

The approving authority is based on loan amount, type of product (secured/unsecured) and
country/course of study.

In compliance with the RBI guidelines, the KYC documents of all customers are received and
verified from original prior to the disbursement of the loan.

In essence, the loan appraisal process includes:

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1. Identification of risk: This is done through documentation and information acquisition (from
customers), reviewing various reports such as CIBIL etc. and personal discussions. The risk is
assessed on factors like age, qualification of student and co-borrower/s stability of employment,
number of dependents, income levels as well as savings and investments history. This determines a
customer’s inclination to repay.

2. Quantification of risk: This involves extensive evaluation of the coborrower’s current financial
condition and capacity to pay. The source of income along with the frequency, consistency and
continuity of income flow is assessed. The existing liabilities of the coborrower’s are also considered.

3. Hedging of Risk: Once a customer’s ability and inclination to pay is determined, the need for any
additional security required to hedge the risk further in terms of fixed deposits or property that may
be ascertained.
Technical Evaluation and Legal Documentation

HDFC Credila offers diverse education loan products including secured education loans i,e.
secured against collateral, which could be in the form of property and/or fixed deposits. If property
is taken as collateral, said property is kept as security with HDFC Credila for loan tenure and
appropriate evaluation of the property is carried out. The process involves technical and legal
compliance which is undertaken during loan sanction. The property is checked through registered
valuer verifying construction quality, area, dimensions, and clearance as per local by laws.
Similarly, the property documents are verified by external lawyer to ensure title is clear,
encumbrance free and can be mortgaged to HDFC Credila.

IV. Disbursement Process and Post Disbursement Activities

The disbursement process entails actual disbursement/remittance of funds to borrower. The
process involves successful completion of loan formalities and other related documents which
includes

 Disbursement request form duly submitted by all applicants

 Completion of the below:
o Legal &Technical due diligence
o KYC requirements
o Physical ACH mandate/e-NACH activation
o Collection of Origination Fees

For secured cases, the below additional requirements are to be completed:

 HDFC Second charge cases - charge is created and NOC is issued by HDFC Ltd.
 Fixed Deposit - Original Fixed Deposit Receipt (FDR) and Lien letter are collected along with Power
of Attorney (POA) and Pledge Agreement duly signed by FD holder

Post Disbursement Activities

Once the loan is disbursed, the borrower’s file is sent for storage. Any pending documents
[marked as “Post Disbursement Documents” (PDDs) in the system] are tracked and updated in
the system/docket once submitted by the borrower.

V. Risk Management and Monitoring

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HDFC Credila has a robust risk management framework which assesses risks (and the mitigants)
at the appraisal level.

The Risk Management Committee meets on a quarterly basis to assess these specific risks, grading
them from high to low.

HDFC Credila also has an internal audit team which audits implementation of processes and
policy compliance and shares feedback with branches for taking corrective action or a change in
the process. These reports are also discussed at the Audit Committee.

VI. Grievance Redressal Mechanism

HDFC Credila is committed to providing effective and prompt service to its customers. The
company has enabled access to grievance redressal mechanism in both online and offline modes.
In addition, social media platforms are also monitored to identify customer grievances and
negative feedback.

The Company has established a tiered escalation process to ensure all complaints are handled by
an appropriate authority:

 Level 1 - Complaints received shall initially be addressed by the Service Desk (SD) within 10
working days. If the grievance is not resolved to the satisfaction of the customer within this
timeframe, the SD forwards the same to the Grievance Officer (GO).

 Level 2 - If the customer is not satisfied with the resolution at Level 1, he/she may approach the
Grievance Redressal Officer (GRO) with reference to the Application ID.

 Level 3 - In case the complaint is not addressed to the customer's satisfaction, within one month
from date of original complaint, he/ she may appeal to the Officer In Charge of Regional Office
of Department of Non-Banking Supervision (DNBS) of RBI.

The aim of this structure is to efficiently record and redress grievances from customers within
stipulated timeframes. It also helps in enhancing delivery and service standards.

1.2 Classification of Loans given to associate or entities related to Board, Senior management,
promoters, etc.

The Company has not provided any loans/advances to associates, entities/person relating to the
board, senior management except as provided for in the note titled "Related Party Disclosures" in
Note 37 in the Annual report of the Company.

1.3 Classification of loans and advances

a) By Ticket size at the time of origination:

S. No Ticket size Percentage of AUM

1 Upto Rs. 2 lakh 0.03%
2 Rs. 2-5 lakh 0.67%
3 Rs. 5-10 lakh 5.19%
4 Rs. 10-25 lakh 52.16%
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5 Rs. 25-50 lakh 39.15%

6 Rs. 50 lakh-1 crore 2.69%
7 Rs. 1-5 crore 0.11%
8 Rs. 5-25 crore -
9 Rs. 25-100 crore -
10 >Rs. 100 crore -
Total 100.00%

b) By Loan to Value (LTV) at the time of origination:

S. No LTV Percentage of AUM

1 Upto 40% 8.66%
2 40-50% 3.72%
3 50-60% 3.67%
4 60-70% 3.47%
5 70-80% 3.36%
6 80-90% 2.40%
7 >90% 10.56%
Total 35.83%
Note: AUM for secured loans.

1.4 Aggregated exposure to top 20 borrowers

a) Details of top 20 borrowers advances with respect to concentration of advances as on 31 March

2022:
Particulars Amount
(Rs. in Crores)
Total advances to twenty largest borrowers 19.82
Percentage of advances to twenty largest borrowers to total advances 0.22%
to our Company

b) Details of top 20 borrowers exposure with respect to concentration of exposures [on limit basis or
outstanding basis whichever is higher] as on 31 March 2022:
Particulars Amount
(Rs. in Crores)
Total exposure to twenty largest borrowers/customers 21.50
Percentage of exposures to twenty largest borrowers/customers to 0.21%
Total exposure of the NBFC on borrowers/customers

1.5 Details of loans, overdue and classified as Non performing assets (NPA)

Movement of Gross NPA Amount

(Rs. in Crores)
Opening Gross NPA 16.71

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- Additions during the year 16.27

- Reductions during the year (13.73)
Closing balance of Gross NPA 19.25

Note: Gross NPAs is as per the RBI IRACP norms. Stage 3 assets as on March 31, 2022 were at
Rs. 50.61 crores which includes cases restructured under the RBI’s Resolution Framework on
Covid-19 related stress, conservatively classified as Stage 3.

Gross NPA recognition policy (DPD):

The Company recognizes Gross NPAs as per the RBI Master Direction - Non-Banking Financial
Company - Systemically Important Non-Deposit taking Company and Deposit taking Company
(Reserve Bank) Directions, 2016 as amended from time to time.

Movement of provisions for NPA Amount

(Rs. in Lakhs)
Opening balance 6.83
- Provisions made during the year 6.77
- Write-off / Write-back of excess provisions (4.13)
Closing balance 9.47

Note: The above provision required for NPA as per the RBI IRACP norms.

On Stage 3 assets of Rs. 50.61 crores as on March 31, 2022, the Company carries a total provision
of Rs. 17.30 crores as per the Expected Credit Loss model under the Indian Accounting Standards.

2. Details of borrowings made by NBFC

2.1 Portfolio Summary of borrowings made by NBFC

Instrument / product Amount

(Rs. in Crores)
Term Loans from Banks 4,059
Secured Non Convertible Debentures 2,004
External Commercial Borrowings 756
Subordinated Tier II Non convertible debentures 330
Perpetual debt instruments to the extent that do not qualify as equity 268
Commercial Paper 98
Overdrafts and Working Capital Limits -
Total Borrowings 7,515

2.2 Quantum and percentage of Secured vs. Unsecured borrowings

Types of Borrowings Amount

(Rs. in Crores)
Secured Borrowings 6,819
Unsecured Borrowings 696
Total Borrowings 7,515
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3. Details of change in shareholding

3.1 Any change in promoters holding in NBFC during last financial year beyond the threshold
prescribed by Reserve Bank of India

Nil

4. Disclosure of Assets under management

4.1 Segment wise break up

S. No Segment-wise break-up of AUM Percentage of
AUM
1 Retail 100%
A Mortgages (home loans and loans against property) -
B Gold loans -
C Vehicle finance -
F MFI -
E M&SME -
F Capital market funding (loans against shares, margin funding) -
G Others -
h Education Loans 100%
2 Wholesale 0%
A Infrastructure -
B Real estate (including builder loans) -
C Promoter funding -
D Any other sector (as applicable) -
E Others -
Total 100%
4.2 Type of loans

S. No Type of loans Amount

(Rs. in Crore)
1 Secured 3,043.48
2 Unsecured 5,794.57
Less : Impairment Loss Allowance (51.21)
Total assets under management (AUM) * 8,786.84

5. Details of borrowers

5.1 Geographical location wise

S. No Top 5 states Percentage of

AUM
1 Maharashtra 28%

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2 Telangana 16%
3 Delhi NCR 14%
4 Tamil Nadu 11%
5 Karnataka 11%
Total 80%

6. Details of Gross NPA

6.1 Segment wise

S. No Segment-wise gross NPA * Gross NPA* (%)

1 Retail 0.22%
A Mortgages (home loans and loans against property) -
B Gold loans -
C Vehicle finance -
D MFI -
E M&SME -
F Capital market funding (loans against shares, margin funding) -
G Others -
H Education Loans 0.22%
2 Wholesale 0.00%
A Infrastructure -
B Real estate (including builder loans) -
C Promoter funding -
D Any other sector (as applicable) -
E Others -
Total 0.22%

7. Details of Assets and Liabilities

7.1 Residual maturity profile wise into several bucket

Particulars Up to >1 month >2 months >3 months >6 months >1 years >3 years >5 years Total
Amount 30/31 -2 - 3 months - 6 months - 1 year - 3 years - 5 years
(Rs. in Crores) days months
Deposit - - - - - - - - -
Advances 178.30 158.24 155.84 455.44 858.25 2,953.42 1,974.71 2,086.55 8,820.75
Investments - - - - 70.99 20.88 83.03 14.11 189.01
Borrowings 2 137.8 6.90 136.18 288.40 377.65 2,519.81 1,560.76 2,028.24 6,931.72
Foreign
Currency - - - - - - - - -
Assets
Foreign
Currency 26 - - - 756.21 - - - 756.47
Liabilities
1
Based on the prepayment assumptions approved by the ALCO.
2
Includes interest accrued but not due on borrowings but does not include unrealised gains on
fair valuation of debt securities and subordinated liabilities.

8. Disclosure of latest ALM statements to stock exchange

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The same is available on the website of the Company at the below link
https://www.bseindia.com/xml-data/corpfiling/AttachHis/83f0bc84-8c38-4131-9184-
e3594018cee6.pdf

SECTION 8: DISCLOSURE REGARDING WILFUL DEFAULTERS

8.1 Disclosures pertaining to wilful defaulter:

(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 – Not Applicable

(c) Outstanding amount when the entity is declared as a wilful defaulter - Not Applicable

(d) Name of the entity declared as a wilful defaulter - Not Applicable

(e) Steps taken, if any, for the removal from the list of wilful defaulters - Not Applicable

(f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed
decisions – Nil

(g) Any other disclosure as specified by the Board – Nil

8.2 We confirm that that the Issuer or any of its promoters or directors has not been declared as a
Wilful Defaulter under the applicable laws.

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SECTION 9 : ADDITIONAL DISCLOSURES AS REQUIRED UNDER FORM PAS 4

PRESCRIBED UNDER THE COMPANIES ACT 2013, TO THE EXTENT APPLICABLE TO
THE ISSUE

(a) Any Default in Annual filing of the Company under the Companies Act, 2013 or the rules made
thereunder.- No

(b) Relevant date with reference to which the price has been arrived at : Issued at face value

(c) The class or classes of persons to whom the allotment is proposed to be made:
Refer Clause 10.14 of the IM

(d) The change in control, if any, in the company that would occur consequent to the private
placement- No change/N.A

(e) 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

(f) The justification for the allotment proposed to be made for consideration other than cash together
with valuation report of the registered valuer; N.A

(g) 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 – No such orders
received

(h) The pre-issue and post-issue shareholding pattern of the company : Not Applicable as the NCDs
being issued

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SECTION 10 OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum
and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form
and other terms and conditions as may be incorporated in the Transaction Documents.

10.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to
transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s)
shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other
applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in
accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor
or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should
ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same,
amounts due will be paid/redemption will be made to the person, whose name appears in the register of
Debenture Holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases
where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees
would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for
transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held
in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP
account to his DP.
Transfer of the Debentures to and from FIIs/ NRIs/ OCBs, in case they seek to hold the Debentures and
are eligible to do so, will be governed by the then prevailing guidelines issued by RBI.

10.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture
Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund
transfer/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained
by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the
purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit
corporate action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account
number, address, bank details and DP’s identification number will be given by the R&T Agent to the
Issuer. 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.

10.3 Trustee for the Debenture Holder(s)

The Issuer has appointed IDBI Trusteeship Services Limited to act as trustee for the Debenture Holder(s).
The Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement, the
Debenture Trust Deed, the Deed of Hypothecation and/or any other security documents 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
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to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the
Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard
to the repayment of principal and yield thereon and they will take necessary action, subject to and in
accordance with the Debenture Trustee Agreement, the Debenture Trust Deed, the Deed of Hypothecation
and/or any other security documents at the cost of the Issuer. No Debenture Holder shall be entitled to
proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails
to do so. The Debenture Trustee Agreement and the Debenture Trust Deed shall more specifically set out
the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

10.4 Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or
part with any financial or other information about the Debenture Holder(s) available with the Issuer, with
its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory
bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall
be liable for use of the aforesaid information.

10.5 Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those
available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to
receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

10.6 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Information
Memorandum 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, provided that nothing in such approval shall be operative against the Issuer where
such approval modifies or varies the terms and conditions of the Debentures which are not acceptable to
the Issuer.

For the avoidance of doubt, in the event of any proposed amendment to the terms and conditions of the
Debentures or the Transaction Documents, the consent of Majority Debenture Holders shall be obtained,
either by the Majority Debenture Holders providing their express consent in writing or by way of a
resolution at a duly convened meeting of the Debenture Holders.

10.7 Right to accept or reject Applications

The Board of Directors/Committee of Directors 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.

10.8 Notices

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Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered
post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such
Debenture Holder at its/his registered address or facsimile number.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by
registered post, recognized overnight courier service, hand delivery or 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, 3 (three) calendar days after
posting; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next
Business Day delivery; (c) in the case of facsimile at the time when dispatched with a report confirming
proper transmission; or (d) in the case of personal delivery, at the time of delivery.

10.9 Issue Procedure

Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the
Debentures by completing the Application Form in the prescribed format in block letters in English as per
the instructions contained therein. The minimum number of Debentures that can be applied for and the
multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a
Debenture. Application Forms should be duly completed in all respects and applications not completed in
the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account
number must be duly completed by the applicant. This is required for the applicant’s own safety and these
details will be printed on the refund orders and /or redemptions warrants.

The applicant should transfer payments required to be made in any relation by EFT/RTGS, to the bank
account of the Issuer as per the details mentioned in the Application Form.

10.10 Application Procedure

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

The issue is being made via Electronic Bond Platform and all the participants are expected to comply with
the SEBI Circular no: SEBI/HO/DDHS/CIR/P/2018/05 on January 05, 2018, Updated Operational
Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism
issued by BSE on April 24, 2018, Circular on Revised timings for funds settlement process for bids placed
on Electronic Book Provider (EBP) platform issued by ICCL on April 25, 2018 and Circular on Role and
Responsibilities of Participants of BSEBOND (Electronic Book Platform) issued by BSE on May 23,
2018 as may be amended / updated from time to time.

10.11 Fictitious Applications

All fictitious applications will be rejected.

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10.12 Basis of Allotment

Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in
part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority
will be given to Investors on a first come first serve basis. The investors will be required to remit the funds
as well as submit the duly completed Application Form along with other necessary documents to Issuer
by the Deemed Date of Allotment.

10.13 Payment Instructions

The Application Form should be submitted directly or through the Sole Arranger. The entire amount of
Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture is payable along with the making of an
application. Applicants can remit the application amount through RTGS on Pay-in Date.

In case the payment is made in RTGS the Funds must be credited to the Designated Bank Accounts of
ICCL are as under:

ICICI Bank:
Beneficiary Name: INDIAN CLEARING CORPORATION LTD
Account Number: ICCLEB
IFSC Code: ICIC0000106
Mode: NEFT/RTGS

YES Bank:
Beneficiary Name: INDIAN CLEARING CORPORATION LTD
Account Number: ICCLEB
IFSC Code: YESB0CMSNOC
Mode: NEFT/RTGS

HDFC Bank
Beneficiary Name: INDIAN CLEARING CORPORATION LTD
Account Number: ICCLEB
IFSC Code : HDFC0000060
Mode: NEFT/RTGS

10.14 Eligible Investors

The following categories of Investors, who have been specifically approached and have been identified
upfront, are eligible to apply for this private placement of Debentures subject to fulfilling their respective
investment norms/rules and compliance with laws applicable to them by submitting all the relevant
documents along with the Application Form:

(a) Commercial Banks

(b) Mutual Funds
(c) Financial Institutions
(d) Provident Funds/Trusts
(e) Pension Funds/Trusts
(f) Gratuity Funds/Trusts
(g) Superannuation Funds/Trusts
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(h) Corporates
(i) Foreign Institutional Investors (FIIs)
(j) Qualified Foreign Investors (QFIs)
(k) Insurance Companies / Corporations
(l) Investment holding companies of high net worth individuals
(m) Any other person eligible to invest in the Debentures subject to the relevant prescribed regulations.

All Investors are required to comply with the relevant regulations/guidelines applicable to them for
investing in this issue of Debentures.

Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory
requirements applicable to them in connection with subscription to Indian securities by such categories of
persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements
applicable to them, including exchange controls and other requirements. Applicants ought to seek
independent legal and regulatory advice in relation to the laws applicable to them.

The Debentures are and have been placed on a private placement basis and shall not be issued to more
than two hundred (200) Eligible Investors.

10.15 Procedure for Applying for Dematerialised Facility

(a) The applicant must have at least one beneficiary account with any of the DP’s of NSDL/CDSL
prior to making the application.

(b) The applicant must necessarily fill in the details (including the beneficiary account number
and DP - ID) appearing in the Application Form under the heading “Details for Issue of
Debentures in Electronic/Dematerialised Form”.

(c) Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary
account(s) with the DP.

(d) For subscribing to the Debentures, names in the Application Form should be identical to those
appearing in the details in the Depository. In case of joint holders, the names should
necessarily be in the same sequence as they appear in the account details maintained with the
DP.

(e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the
Registrar and Transfer Agent to the Issue.

(f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures
in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an
incomplete application and the same may be held liable for rejection at the sole discretion of
the Issuer.

(g) For allotment of Debentures, the address, nomination details and other details of the applicant
as registered with his/her DP shall be used for all correspondence with the applicant. The
applicant is therefore responsible for the correctness of his/her demographic details given in
the Application Form vis-à-vis those with his/her DP. In case the information is incorrect or
insufficient, the Issuer would not be liable for the losses, if any.

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(h) The redemption amount or other benefits would be paid to those Debenture Holders whose
names appear on the list of beneficial owners maintained by the R&T Agent as on the Record
Date. In case of those Debentures for which the beneficial owner is not identified in the
records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the
payment of the redemption amount or other benefits, until such time that the beneficial owner
is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount
and benefits will be paid to the beneficiaries, as identified.

10.16 Depository Arrangements

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

10.17 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date.
This shall be the list, which will be used for payment or repayment of redemption monies.

10.18 Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the
names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption
certificate/document of the Investor, if any, must be lodged along with the submission of the completed
Application Form. Further modifications/additions in the power of attorney or authority should be notified
to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the
Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a

certified true copy thereof along with memorandum and articles of association and/or bye-laws along with
other constitutional documents must be attached to the Application Form at the time of making the
application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject
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.

10.19 Procedure for application by Mutual Funds and Multiple Applications

In case of applications by mutual funds and venture capital funds, a separate application must be made in
respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such
applications will not be treated as multiple application, provided that the application made by the asset
management company/trustee/custodian clearly indicated their intention as to the scheme for which the
application has been made.

The application forms duly filled shall clearly indicate the name of the concerned scheme for which
application is being made and must be accompanied by certified true copies of
(a) SEBI registration certificate
(b) Resolution authorizing investment and containing operating instructions
(c) Specimen signature of authorized signatories
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10.20 Documents to be provided by Investors

Investors need to submit the following documents, as applicable

(a) Memorandum and Articles of Association or other constitutional documents
(b) Resolution authorising investment
(c) Power of Attorney to custodian
(d) Specimen signatures of the authorised signatories. Thumb impressions must be attested by an
authorized official of a bank or by a Magistrate / Notary Public under his / her official seal.
(e) SEBI registration certificate (for Mutual Funds)
(f) Copy of PAN card
(g) Application Form (including RTGS details)

10.21 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the applicant and the
magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption
amount and all other amounts payable to the Debenture Holder(s) through EFT/RTGS.

10.22 Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or
administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the
Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal
representative as having title to the Debenture(s), unless such executor or administrator obtains probate or
letter of administration or other legal representation, as the case may be, from a court in India having
jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter
of administration or other legal representation, in order to recognize such holder as being entitled to the
Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient
documentary proof and/or an indemnity.

Where a non-resident Indian becomes entitled to a Debenture by way of succession, the following steps
have to be complied with:
(a) Necessary approval of the RBI under applicable FEMA regulations to be obtained by the
successor;
(b) Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the
Debenture was acquired by the non-resident Indian as part of the legacy left by the deceased
Debenture Holder;
(c) Proof that the non-resident Indian is an Indian national or is of Indian origin.

Such holding by the non-resident Indian shall be on a non-repatriation basis.

10.23 Mode of Payment

All payments must be made through EFT/RTGS as set out in the Application Form.

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10.24 Effect of Holidays

If the due date for any coupon falls on a Sunday or a day which is a bank holiday in Mumbai, then the
immediately succeeding Business Day shall be the due date for such payment.

If any other due date for all other monies payable in respect of the Issue falls on a Sunday or a day which
is a bank holiday in Mumbai then the immediately preceding Business Day shall be the due date for such
payment.

The Coupon / redemption payments shall be made only on the days when the money market is functioning
in Mumbai.

10.25 Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment
thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant
certificate/document must be lodged by the Debenture Holders at the office of the Registrar & Transfer
Agents of the Company at least 15 (Fifteen) days before the relevant payment becoming due. Tax
exemption certificate / declaration of non deduction of tax at source on interest on application money,
should be submitted along with the Application Form.

10.26 Letters of Allotment

The letter of allotment, indicating allotment of the Debenture, will be credited in dematerialised form
within 2 (Two) Business Days from the Deemed Date of Allotment. The aforesaid letter of allotment shall
be replaced with the actual credit of Debenture, in dematerialised form, within the same period of 2 (Two)
Business Days from the Deemed Date of Allotment.

10.27 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of
Allotment. The Deemed Date of Allotment for the Issue is July 7, 2022 by which date the Investors would
be intimated of allotment.

10.28 Record Date

The Record Date will be 15 (Fifteen) calendar days prior to any due date.

10.29 Refunds

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 Registrar

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shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of
such excess, if any.

10.30 Interest on Application Money

Interest shall be payable on all application monies received at the Coupon Rate as defined in the Term
Sheet from the date of realization of the application monies by the Issuer until the Deemed Date of
Allotment and the same shall be paid to the relevant Investors within 7 (Seven) Business Days from the
Deemed Date of Allotment.

10.31 PAN Number

Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act,
1961, on the Application Form and attach a self-attested copy as evidence. Application forms without
PAN will be considered incomplete and are liable to be rejected.

10.32 Payment on Redemption

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit

through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the
list of beneficial owners given by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer to the
registered Debenture Holder(s) whose name appears in the register of Debenture Holder(s) on the Record
Date. On such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account of
the Debenture Holder(s) with NSDL/CDSL will be adjusted.

On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the
Issuer shall stand extinguished.

Disclaimer: Please note that only those persons to whom this memorandum has been specifically
addressed are eligible to apply. However, an application, even if complete in all respects, is liable to
be rejected without assigning any reason for the same. The list of documents provided above is only
indicative, and an investor is required to provide all those documents / authorizations / information,
which are likely to be required by the Issuer. The Issuer may, but is not bound to revert to any
investor for any additional documents / information, and can accept or reject an application as it
deems fit. Investment by investors falling in the categories mentioned above are merely indicative
and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations,
etc. Each of the above categories of investors is required to check and comply with extant
rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to them
and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory
breaches by any investor, neither is the Issuer required to check or confirm the same.

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ANNEXURE I: TERM SHEET

Security Name (Name of the non- 8.15% HDFC Credila, July 7, 2032
convertible securities which includes
(Coupon/dividend, Issuer Name and
maturity year) e.g. 8.70% XXX 2015.
Issuer HDFC Credila Financial Services Limited
(formerly known as HDFC Credila Financial Services Private Limited)
Type of Instrument Secured, Rated, Listed, Redeemable, Non–Convertible Debentures
Nature of Instrument Secured, Rated, Listed, Redeemable, Non–Convertible Debentures
Seniority (Senior or Subordinated) Senior
Mode of Issue Private placement
Eligible/Identified Investors Only persons who are specifically addressed through a communication
are eligible to apply for the debentures. No other person can apply.
Please refer Clause 10.14 of the Information Memorandum.
Listing To be listed on the Wholesale Debt Market (WDM) Segment of the
BSE Limited within a maximum period of 4 (four) trading days from
the Issue Closing Date.

In accordance with the SEBI NCS Regulations, in case of delay in

listing of Debentures beyond 4 (four) trading days from the Issue
Closing Date, the Company shall (i) make payment to the Debenture
holders of 1% (One Percent) per annum over the Coupon Rate from
the for the Deemed Date of Allotment till the listing of the Debentures;
and
(ii) be permitted to utilise the issue proceeds of its subsequent two
privately placed issuances of securities only after receiving final listing
approval from BSE Limited.

With reference to the Notification bearing No. RBI/2011-12/423 A.P.

(DIR Series) Circular No. 89 dated March 1, 2012 issued by Reserve
Bank of India, Foreign Exchange Department, Central Office, Mumba
– 400 001 in respect of Foreign Institutional Investor (FII) investment
in ‘to be listed’ debt securities, the Company confirms that the
debentures would be listed within 15 days from the deemed date of
allotment. In case the debentures issued to the SEBI registered FIIs /
sub account of FIIs are not listed within 15 days from the deemed date
of allotment, for any reason, then the Company would immediately
redeem / buyback the debentures from the FIIs/sub-account of FIIs.
Rating of Instrument “CRISIL AAA” by CRISIL Ltd. and “CARE AAA” by CARE Ratings
Ltd.
Issue Size Rs. 300,00,00,000/- (Rupees Three Hundred Crore only)
Minimum Subscription Rs. 1,00,00,000/- (Rupees One Crore Only) (i.e.10 debentures)
Option to retain oversubscription N.A.
(Amount)
Objects of the Issue The funds being raised by the Company through present issue of
Debentures are not meant for financing any particular project. The

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Company shall utilize the proceeds of the Issue for its regular business
activities including utilization of proceeds for disbursement to meet the
finance requirements of the borrowers of the Company and other
associated business objectives such as discharging existing debt
obligations which were generally undertaken for business operations.
Please refer Clause 6.28 of the Information Memorandum.
Details of the utilization of the The funds will be utilized for disbursement of education loans and /or
Proceeds for repayment of existing debt obligations.

Further, pending utilization, the issue proceeds may be invested as

approved from time to time in the ordinary course of business, in fixed
deposits with banks, mutual fund units, etc.
In case the issuer is a NBFC and the The proceeds of the Issue will not be utilised for providing loans to any
objects of the issue entail loan to any group company.
entity who is a ‘group company’ then
disclosures shall be made in the
following format:
Coupon Rate 8.15% (Eight Point Fifteen Percent) per annum payable annually
(withholding taxes as applicable)
Step Up/ Step Down Coupon Rate N.A.
Coupon Payment Frequency Annual
Coupon Payment Dates Annually on July 7, 2023, July 8, 2024, July 7, 2025, July 7, 2026, July
7, 2027, July 7, 2028, July 9, 2029, July 8, 2030, July 7, 2031 & July
7, 2032
Coupon Type (fixed, floating or other Fixed Coupon Rate
structure)
Coupon Reset Process (including N.A.
rates, spread, effective date, interest
rate cap and floor etc).
Day Count Basis Actual / Actual
Interest on Application Money Not Applicable
Default Interest Rate In the event of a payment default of the amounts due under this Issue,
the Issuer shall pay an additional interest of at least 2% (Two Percent)
per annum over and above the applicable Coupon Rate on the
outstanding principal amount of the Debentures, for the defaulting
period.
Tenor 10 Years
Redemption Date July 7, 2032
Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Debenture on the
Redemption Date plus accrued coupon if any.
Redemption Premium/ Discount N.A.
Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Debenture
Discount at which security is issued N.A.
and the effective yield as a result of
such discount

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Put Date N.A.

Put Price N.A.
Call Date N.A.
Call Price N.A.
Put Notification Time N.A.
Call Notification Time N.A.
Face Value Rs. 10,00,000 /- (Rupees Ten Lakhs Only) per Debenture
Minimum Application size 10 Debentures and in multiples of 1 Debentures thereafter
Issue Timing 10:30 AM to 11:30 AM
Issue / Bid Opening Date July 6, 2022
Issue / Bid Closing Date July 6, 2022
Date of earliest closing of the issue, if July 6, 2022
any
Pay-in Date July 7, 2022
Deemed Date of Allotment July 7, 2022
Issuance mode of the Instrument Demat only
Trading mode of the Instrument Demat only
Settlement mode of the Instrument The pay-in of subscription monies for the Debentures shall be made by
way of transfer of funds from the bank account(s) of the eligible
investors (whose bids have been accepted) as registered with EBP into
the account of the relevant Clearing Corporation, in accordance with
the procedure and timelines prescribed in the Electronic Book
Mechanism Guidelines and the Operational Guidelines of the EBP.

For amounts payable by the Issuer to any Debenture Holder pursuant

to the terms of the Transaction Documents, Cheque(s) / Demand Draft
/ electronic clearing services / credit through RTGS / NEFT system /
funds transfer to the specified bank account of the Debenture Holder
shall be the mode of settlement.
Depositories NSDL/CDSL
Business Days Means a day (other than a Sunday or a Bank holiday) on which banks
are open for general business in Mumbai.
Business Day Convention If the due date for any Coupon falls on a Sunday or a day which is a
bank holiday in Mumbai, then the immediately succeeding Business
Day shall be the due date for such payment.

If any other due date for all other monies payable under this Deed falls
on a Sunday or a day which is a bank holiday in Mumbai then the
immediately preceding Business Day shall be the due date for such
payment.
Disclosure of Interest / Dividend / Please see “Coupon Payment Dates” and “Redemption Date” sections.
redemption dates
Record Date The date which will be used for determining the Debenture Holders
who shall be entitled to receive the amounts due on any Due Date,
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which shall be the date falling 15 (fifteen) calendar days prior to any
Coupon Payment Date.
All covenants of the issue (including The major covenants of the issue include:
side letters, accelerated payment  Interest rate, Computation of interest, payment of interest
clause, etc.)  Interest on application money
 Business day, Record date
 Redemption, payment of redemption amount
 Listing and rating and
 Mode of transfer of NCDs
For further details, please refer Annexure IV

No side letters executed pursuant to the said issue.

Accelerated Payment: The debentures can be accelerated on the

occurrence of the “Event of Default”
Description regarding Security pari passu charge with other existing lenders on the loan receivables
(where applicable) including type of of the Company's underlying portfolio of loans having minimum
security (movable /immovable security cover of 1.05 times of the principal outstanding and interest
/tangible etc.), type of charge (pledge/ accrued but not paid, to be maintained throughout the tenure of the
hypothecation/ mortgage etc.), date of Debentures.
creation of security/ likely date of
creation of security, minimum However, the Company shall, from time to time, be entitled to create
security cover, revaluation, any charge, mortgage, pledge, security interest, encumber or create
replacement of security, interest to lien on its Assets, subject to maintenance of the minimum Security
the debenture holder over and above cover.
the coupon rate as specified in the
Trust Deed and disclosed in the Offer Likely date of creation of security: Within 4 days of Deemed Date of
Document/ Information Allotment.
Memorandum.]
Registration of charge on the security: To be done within 30 days of
creation of such charge. The Debenture holder will not be paid any
interest over and above the Coupon Rate as specified above.
Transaction Documents Information Memorandum
Rating Letters
Trustee Consent
Application Form
Debenture Trustee Agreement
Debenture Trust Deed
Deed of Hypothecation
Conditions Precedent to This transaction is subject to standard conditions precedent, including
Disbursement submission of this Disclosure Document/Information Memorandum to
the BSE prior to listing
Conditions Subsequent to This transaction is subject to standard conditions subsequent, including
Disbursement submission of this Disclosure Document/Information Memorandum to
the ROC and to SEBI and listing of the Debentures, within the
stipulated statutory time-frames
Events of Default Following are certain Events which can be an Event of Default
(including manner of voting  Default in redemption of debentures and payment of interest
/conditions of joining Inter Creditor
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Agreement)]  Default in performance of covenants and conditions

 Insolvency/inability to pay debts
 Misrepresentation in the transaction document
 Liquidation/ Dissolution of the Company

For further details on Events of default, please refer the Annexure “IV”
containing the covenants proposed to be included in debenture trust
deed

Voting
All voting in relation to the Debentures will be subject to the voting
arrangements as specified in this Information Memorandum and the
Debenture Trust Deed.

Inter- Creditor Agreements

In accordance with the SEBI circular dated October 13, 2020 bearing
reference number SEBI/HO/MIRSD/CRADT/CIR/P/2020/203 in
relation to the standardisation of procedure to be followed by
debenture trustees in case of default by issuers of listed debt
securities, the Debenture Trustee shall not enter into any inter
creditor arrangement unless agreed to in writing by 75% of the
Debenture Holders (by outstanding Nominal Value) and 60% of the
Debenture Holders (by number).
Creation of recovery expense fund The company has created a recovery expense fund in the manner as
specified by the Securities and Exchange Board of India as on 26th
February 2021 in favour of BSE limited and the same has been
informed to the Debenture Trustee. The recovery expense fund shall
be utilized for the purposes and in the manner as may be required under
the applicable circulars / directions / notices / guidelines /regulations
issued by SEBI from time to time
Conditions for breach of covenants As per Debenture Trust Deed
Provisions related to Cross Default N.A.
Clause
Role and Responsibilities of Following are certain roles and responsibilities of the Debenture
Debenture Trustee Trustee:
• Perform such acts as are necessary for the protection of the interest
of the Debenture Holders and resolve the grievances of the Debenture
Holders.
• Follow up for redemption of Debentures in accordance with the
Terms and Conditions of Debentures.
• Call for quarterly reports certifying that the Security are sufficient to
discharge the Interest and principal amount at all times and that such
Security are free from any other encumbrances except as set out under
this Deed.
• In case the Company commits any breach of the terms of the Deed,
the Debenture Trustee in consultation with the Debenture Holders shall
take such reasonable steps as maybe necessary to remedy such breach.
For further details on roles and responsibilities of Debenture Trustee
and fees charged, please refer Annexure IV containing the covenants
proposed to be included in debenture trust deed
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Risk factors pertaining to the issue As per Section 4 of the Information Memorandum
Governing Law and Jurisdiction The Debentures and the Transaction Documents 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.
Manner of Bidding Close Book Bidding
Mode of Allotment Uniform Yield
Mode of Settlement Through Indian Clearing Corporation Limited (ICCL)

Notes

a) If there is any change in Coupon Rate pursuant to any event including lapse of certain time period or
downgrade in rating, then such new Coupon Rate and events which lead to such change should be disclosed
b) The list of documents which has been executed in connection with the issue and subscription of debt
securities shall be annexed
c) While the debt securities are secured upto the minimum security cover as per the terms of Information
Memorandum, in favour of Debenture Trustee, it is the duty of the Debenture Trustee to monitor that the
security is maintained
d) Granular disclosures, with regards to the "Object of the Issue" including the percentage of the issue proceeds
earmarked for each of the “object of the issue” in their placement memorandum.

Illustration of Cash Flows

Company HDFC Credila Financial Services Limited
Face Value (per security) Rs. 10,00,000 /- (Rupees Ten Lakhs only) per Debenture
Deemed Date of Allotment July 7, 2022
Date of Redemption July 7, 2032
Tenure and Coupon Rate 10 Years and 8.15% p.a.
Frequency of the Coupon Payment with Annually on July 7, 2023, July 8, 2024, July 7, 2025, July 7,
specified dates 2026, July 7, 2027, July 7, 2028, July 9, 2029, July 8, 2030,
July 7, 2031 & July 7, 2032
Day Count Convention Actual / Actual

Day and date for coupon / No. of Days in

Cash Flows Amount (in Rupees)
redemption becoming due Coupon Period
1st Coupon Friday, 7 July 2023 365 81,500
2nd Coupon Monday, 8 July 2024 366 81,500
3rd Coupon Monday, 7 July 2025 365 81,500
4th Coupon Tuesday, 7 July 2026 365 81,500
5th Coupon Wednesday, 7 July 2027 365 81,500
6th Coupon Friday, 7 July 2028 366 81,500
7th Coupon Monday, 9 July 2029 365 81,500
8th Coupon Monday, 8 July 2030 365 81,500
9th Coupon Monday, 7 July 2031 365 81,500
10th Coupon Wednesday, 7 July 2032 366 81,500
Principal Wednesday, 7 July 2032 10,00,000
The above table is illustrative and indicative. The actual dates and maturity amount will be in accordance
and compliance with the SEBI’s Operational Circular for issue and listing of Non-convertible Securities
dated August 10, 2021 as amended from time to time.

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ANNEXURE II: RATING LETTERS & RATING RATIONALES

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No. CARE/BRO/RL/2022-23/1063

Shri Arjit Sanyal

Chief Executive Officer
HDFC Credila Financial Services Limited
3rd Floor, Damodar Hall, Annexe Bldg,
Dr. Babasaheb Ambedkar Road, Parel (East)
Mumbai, Maharashtra 400012

June 27, 2022

Confidential

Dear Sir,

Credit rating for Non-Convertible Debenture issue

On the basis of recent developments including operational and financial performance of your Company for FY22 (Provisional),
our Rating Committee has reviewed the following ratings:
Amount
Sr. No. Instrument Rating1 Rating Action
(Rs. crore)
CARE AAA; Stable
1. Non Convertible Debentures 200.00 Reaffirmed
(Triple A; Outlook: Stable)
CARE AAA; Stable
2. Non Convertible Debentures 250.00 Reaffirmed
(Triple A; Outlook: Stable)
CARE AAA; Stable
3. Non Convertible Debentures 500.00 Reaffirmed
(Triple A; Outlook: Stable)
CARE AAA; Stable
4. Non Convertible Debentures 500.00 Reaffirmed
(Triple A; Outlook: Stable)
CARE AA+; Stable
5. Perpetual Debt 50.00 (Double A Plus; Outlook: Reaffirmed
Stable)
CARE AA+; Stable
6. Perpetual Debt 75.00 (Double A Plus; Outlook: Reaffirmed
Stable)
CARE AA+; Stable
7. Perpetual Debt 50.00 (Double A Plus; Outlook: Reaffirmed
Stable)
CARE AA+; Stable
8. Perpetual Debt 50.00 (Double A Plus; Outlook: Reaffirmed
Stable)
CARE AA+; Stable
9. Perpetual Debt 50.00 (Double A Plus; Outlook: Reaffirmed
Stable)
CARE AAA; Stable
10. Subordinate Debt 100.00 Reaffirmed
(Triple A; Outlook: Stable)
1,825.00
Total Instruments (Rs. One Thousand Eight Hundred
Twenty-Five Crore Only)

2. The NCDs are repayable with maturity not exceeding 10 years.

1
Complete definitions of the ratings assigned are available at www.careedge.in and in other CARE Ratings Ltd.’s publications.
CARE Ratings Limited

Unit No. 205 -208, 2nd Floor, Prestige Meridian 1, 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off
No. 29, M. G. Road, Bengaluru, Karnataka - 560001 Eastern Express Highway, Sion (East), Mumbai - 400 022
Phone: +91-80-4662 5555 Phone: +91-22-6754 3456
Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
3. Please inform us the below-mentioned details of issue immediately, but not later than 7 days from the date of placing
the instrument:
Name and
Issue Coupon Details of
Instrument Coupon Terms of Redemption contact details
ISIN Size Payment top 10
type Rate Redemption date of Debenture
(Rs cr) Dates investors
Trustee

4. The rationale for the rating will be communicated to you separately. A write-up (press release) on the above rating is
proposed to be issued to the press shortly, a draft of which is enclosed for your perusal as Annexure 2. We request you
to peruse the annexed document and offer your comments if any. We are doing this as a matter of courtesy to our clients
and with a view to ensure that no factual inaccuracies have inadvertently crept in. Kindly revert as early as possible. In
any case, if we do not hear from you by June 28, 2022, we will proceed on the basis that you have no any comments to
offer.

5. CARE Ratings Ltd. reserves the right to undertake a surveillance/review of the rating from time to time, based on
circumstances warranting such review, subject to at least one such review/surveillance every year.

6. CARE Ratings Ltd. reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the outlook, as a
result of periodic review/surveillance, based on any event or information which in the opinion of CARE Ratings Ltd.
warrants such an action. In the event of failure on the part of the entity to furnish such information, material or
clarifications as may be required by CARE Ratings Ltd. so as to enable it to carry out continuous monitoring of the rating
of the bank facilities, CARE Ratings Ltd. shall carry out the review on the basis of best available information throughout
the life time of such bank facilities. In such cases the credit rating symbol shall be accompanied by “ISSUER NOT
COOPERATING”. CARE Ratings Ltd. shall also be entitled to publicize/disseminate all the afore-mentioned rating actions
in any manner considered appropriate by it, without reference to you.

7. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may
involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if
triggered, the ratings may see volatility and sharp downgrades.

8. Users of this rating may kindly refer our website www.careedge.in for latest update on the outstanding rating.

9. CARE Ratings Ltd. ratings are not recommendations to buy, sell, or hold any securities.

If you need any clarification, you are welcome to approach us in this regard.

Thanking you,

Yours faithfully,

Tony Mathew Sudhakar P

Lead Analyst Director
[email protected] [email protected]

Encl.: As above

CARE Ratings Limited

Unit No. 205 -208, 2nd Floor, Prestige Meridian 1, 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off
No. 29, M. G. Road, Bengaluru, Karnataka - 560001 Eastern Express Highway, Sion (East), Mumbai - 400 022
Phone: +91-80-4662 5555 Phone: +91-22-6754 3456
Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
Private & Confidential (For Addressee Only)

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ANNEXURE III: CONSENT LETTER & DUE DILIGENCE CERTIFICATE FROM THE
DEBENTURE TRUSTEE

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DUE DILIGENCE CERTIFICATE

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ANNEXURE IV: COVENANTS OF DEBENTURE TRUSTEE AGREEMENT & DEBENTURE

TRUST DEED PROPOSED TO BE ENTERED

COVENANTS OF DEBENTURE TRUST DEED

AMOUNT AND TERMS OF DEBENTURES

1.1 The Company covenants with the Trustee that it shall pay to the Debenture Holder(s) the applicable
Coupon in respect of the Debentures on the Coupon Payment Date and shall also pay all other amounts
due, including the principal on Principal Payment Date, in respect of the Debentures as stipulated in
accordance with the Deed and in accordance with the Financial Covenants and Conditions set out
therein. The Company shall make / release all payments due by the Company in terms of the
Transaction Documents to the Debenture Holders in proportion to their dues.

1.2 ALLOTMENT OF DEBENTURES

The Debentures will be deemed to be allotted to the Debenture Holders on “Deemed Date of
Allotment”). All benefits relating to the Debentures will be available to the Debenture Holders from
the Deemed Date of Allotment.

1.3 COUPON AND INTEREST ON APPLICATION MONEY

(i) Interest on application money

Interest at the Coupon Rate (subject to deduction of tax at source at the rate prevailing from
time to time under the provisions of the Income Tax Act, 1961 or any other statutory
modification or re-enactment thereof) will be paid on application money to the applicants
from the date of realization of the cheques/drafts up to 1 (One) day prior to the Deemed Date
of Allotment for all valid applications, within 7 (Seven) Business Days from the Deemed Date
of Allotment. Where the entire subscription amount has been refunded, the interest on
application money will be paid along with the refund orders. Where an applicant is allotted a
lesser number of Debentures than applied for, the excess amount paid on the application will
be refunded to the applicant and the cheque 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 / first applicant.

(ii) Coupon on Debentures

Coupon on the Outstanding Principal Amount shall accrue at the Coupon Rate daily from the
Deemed Date of Allotment until the Debentures are repaid in full. Coupon shall be payable
annually in arrears on each Coupon Payment Date as specified in Schedule II.

The Company shall furnish the details of payments made to the Debenture Holder’s
containing the following towards the payment of interest:
i) Names of the Debenture Holder’s.
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ii) Amount paid

iii) Date of payment
iv) Mode of payment (NEFT/DD/Cheque etc)

(iii) Payment of Coupon

Coupon will be paid to the Debenture Holders subject to deduction of tax deducted at source
(where applicable) at the rate prescribed from time to time under the Income Tax Act, 1961
or any statutory modification or re-enactment thereof for the time-being in force.

(iv) Change of Tax Deducted at Source

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 as soon as it becomes aware of such change.

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 shall pay the net amount to the
Debenture Holders after deduction of applicable tax. For the amount of Tax Deducted the
Company shall issue Form 16A or other applicable form to the Debenture Holders.

1.4 DEFAULT INTEREST

a. Default in Payment and Other Defaults

If, at any time, there shall be a Payment Default or Event of Default, the Company agrees
to pay an additional interest rate of 2% (Two percent) per annum above the Coupon Rate
on the Outstanding Principal Amount from the date of the occurrence of the Payment
Default or Event of Default until such Payment Default or Event of Default is cured or the
Debentures are redeemed pursuant to such default, whichever is applicable.

b. Delay in Listing
In the event of a delay in listing of the Debentures beyond 4 (four) trading days of the Issue
Closing Date, the Company will pay to the Investor penal interest of 1% p.a. (one percent
per annum) over the Coupon Rate from the Deemed Date of Allotment until the listing of
the Debentures.

c. Delay in execution of Debenture Trust Deed

If not already executed, the Company shall execute the Debenture Trust Deed within the
timelines prescribed by SEBI. In case of a delay in execution of Debenture Trust Deed, the
Company will pay penal interest of at least 2% p.a. (two percent per annum) over the
Coupon Rate till the execution of Debenture Trust Deed.

1.5 COMPUTATION OF COUPON AND OTHER CHARGES

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Coupon and all other charges shall accrue based on actual/actual day count convention.

1.6 SECURITY

The Debentures shall be secured by way of pari passu charge to be created pursuant to the deed of
hypothecation to be executed between the Company and the Trustee (“Deed of Hypothecation”)
with other existing lenders on the loan receivables of the company's underlying portfolio of loans
(together the “Hypothecated Property”) having minimum security cover of 1.05 times of the
principal outstanding and interest accrued but not paid, to be maintained throughout the tenure of
the Debentures in favour of the Debenture Trustee acting in trust for, on behalf of and for the benefit
of the Debenture Holders until all the Secured Obligations (“Security cover”) in relation to the
Debentures are satisfied by the Company as more particularly described in the Deed of
Hypothecation. The Company shall create the security, as mentioned above, prior to the listing of
the debentures issue.

Notwithstanding anything contained in the Deed or the other Transaction Documents, the Company
shall be entitled to create security on Loan receivables of the company's underlying portfolio of
loans and related collaterals on a pari passu basis in favour of any Person as and by way of security
for any further financial indebtedness (including in the form of debentures) which may be incurred
by the Company (“Other Borrowings”) provided that the creation of such additional security does
not result in a breach of the Security cover. The Company shall provide to the Trustee (as required
by Trustee from time to time), a quarterly certificate from its statutory auditor or from practising
CA certifying that creation of additional security to secure other borrowings will not dilute the
required Security cover as stipulated under Information Memorandum on outstanding debentures.
Additionally, the Company should provide a certificate from practicing CA and certifying that
creation of additional security to secure other borrowings will not dilute the required Security cover
as stipulated under Information Memorandum on outstanding debentures before creating any
additional charge on Hypothecated Property

1.7 REDEMPTION

The Outstanding Principal Amount of the Debentures, together with accrued but unpaid Coupon
and additional interest, if any, will be redeemed at par, on the Maturity Date. The Debentures will
not carry any obligation, for Coupon or otherwise, after redemption has occurred and all amounts
due have been paid.

The Company shall furnish the details of payments made to the Debenture Holder’s containing the
following towards redemption or the payment of the principal amount:
i) Names of the Debenture Holder’s.
ii) Amount paid
iii) Date of payment
iv) Mode of payment (NEFT/DD/Cheque etc)

1.8 BUSINESS DAY CONVENTION/DUE DATE OF PAYMENT

If the due date for any Coupon falls on a Sunday or a day which is a bank holiday in Mumbai, then
the immediately succeeding Business Day shall be the due date for such payment.

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If the due date in respect of any instalment of principal amount of the Debentures, liquidated
damages and all other monies payable under the Deed falls on a Sunday or a day which is a bank
holiday in Mumbai then the immediately preceding Business Day shall be the due date for such
payment.

1.9 APPLICATION OF PAYMENTS

The Trustee shall hold UPON TRUST the monies, received by it from the Company or realized by
it in respect of the Hypothecated Property for the benefit of the Debenture Holders and unless
otherwise agreed to by the Debenture Holders, any payments due and payable to the Debenture
Holders and made by the Company shall be applied towards such dues in the following order, viz.-
(i) Firstly towards all costs, charges and expenses incurred by the Trustee in accordance with the
terms of the Deed;
(ii) Secondly, towards further interest and liquidated damages;
(iii) Thirdly, towards Coupon; and
(iv) Lastly, towards redemption of the Debentures; due and payable under the Deed.

1.10 RESTRICTION ON PREFERENTIAL PAYMENTS

The Debentures shall rank pari passu charge, inter se, and the Company shall pay and discharge all
its liabilities to the Debenture Holders under the Deed without preference or priority of one over
the other.

1.11 PLACE AND MODE OF PAYMENT BY THE COMPANY

All Coupon monies, principal repayments and additional interest payable by the Company to the
Debenture Holders shall be paid to the Debenture Holders as on the Record Date and in case of joint
holders of Debentures, to the one whose name stands first in the Register of Debenture Holder(s) in
Indian Rupee by other electronic mode of transfer like RTGS/NEFT/Direct Credit, at the sole risk
of the applicant and to such bank account within India as the Debenture Holders intimate the
Company in writing and available with the registrar and transfer agent. Credit for all payments will
be given only on realisation.

1.12 TRANSFER OF DEBENTURES

Transfer and transmission of the Debentures shall be subject to the Depositories Act, 1996, the rules
made thereunder, the byelaws, rules and regulations of the Depositories as amended from time to
time.

The Debentures shall be freely transferable and transmittable by the Debenture Holder(s) in whole
or in part without the prior consent of the Company. The Debenture Holder(s) shall also have the
right to novate, transfer or assign its rights and/or the benefits under the Transaction Documents
upon such transfer/transmission of the Debentures.

It is clarified that the Company shall not assign any of the rights, duties or obligations under the
Deed or in relation to the Debentures without the prior written consent of the Trustee (acting on the
instructions of all the Debenture Holder(s)).
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1.13 NOMINEE DIRECTOR

The Trustee shall have a right to appoint a nominee Director on the Board of Directors of the
Company (hereinafter referred to as “the Nominee Director”) in accordance with the provisions of
the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 in the event of:

(i) 2 (two) consecutive defaults in payment of interest to the Debenture Holder(s); or

(ii) Any default on the part of the Company in redemption of the Debentures; or

(iii) Any default in the creation of security.

The Nominee Director so appointed shall not be liable to retire by rotation nor shall be required to
hold any qualification shares. The Company shall take steps to amend its Articles of Association for
the purpose if necessary.

1.14 DEBENTURES FREE FROM EQUITY

The Debenture Holders will be entitled to their Debentures free from equities or cross claims by the
Company against the original or any intermediate holders thereof.

1.15 DEBENTURE HOLDERS NOT ENTITLED TO SHAREHOLDERS' RIGHTS

The Debenture Holders will not be entitled to any of the rights and privileges available to the
shareholders including right to receive notices of or to attend and vote at general meetings of the
Company, other than those available to them under relevant statutes.

If, however, any resolution affecting the rights attached to the Debentures is placed before the
shareholders, such resolution will first be placed before the Debenture Holders for their
consideration.

1.16 ISSUANCE OF DEBENTURE CERTIFICATES

The Company shall issue Debentures in dematerialized form to the Debenture Holders in accordance
with the relevant provisions of the Companies Act, 2013/ SEBI guidelines/banking regulations/RBI
guidelines/Depositories Act.

1.17 ARTICLES OF DEED

The Deed shall be read in conjunction with the Information Memorandum and Private Placement
Offer Letter and it is specifically agreed between the Trustee and the Company that in case of any
repugnancy, inconsistency or where there is a conflict between the conditions as are stipulated in
the Information Memorandum or the Private Placement Offer Letter and the Deed, the provisions
as contained in Information Memorandum or the Private Placement Offer Letter shall prevail and

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override the provisions of the Deed and the Deed shall forthwith be amended to make it consistent
with the terms of the Information Memorandum and/or the Private Placement Offer Letter.

1.18 DEBENTURE REDEMPTION RESERVE AND RECOVERY EXPENSE FUND

At present under Applicable Law a Debenture Redemption Reserve is not required to be created for
the issue of privately placed debentures by Non-Banking Financial Companies registered with the
RBI. Since the Company is a Non-Banking Financial Company registered with RBI, no Debenture
Redemption Reserve is presently being created in respect of the Debentures. In case of change in
Applicable Law requiring the Company to create the Debenture Redemption Reserve, the Company
will create the Debenture Redemption Reserve as may be required under the Applicable Law.

Recovery Expense Funds:

The Company shall create the recovery expenses funds in terms of the Regulation 15 (1) (h) of the
SEBI (DT) Regulation, 2020, Regulation 11 of SEBI (Issue and Listing of Non-Convertible
Securities) Regulations, 2021 and SEBI’s Operational Circular for issue and listing of Non-
convertible Securities dated August 10, 2021 in the manner as may be specified by the SEBI from
time to time. Further, Company agrees and undertake to comply with provisions of recovery
expenses as per Applicable Laws.

1.19 ENFORCEMENT

The Trustee shall be entitled to enforce the Secured Obligations of the Company under or pursuant
to the Deed of Hypothecation as if the same were set out and contained in the Deed. The
Hypothecated Property shall be and remain as security to the Trustee and shall be held in trust for
the benefit of the Debenture Holders for the due repayment of all amounts under the Debentures
including the Secured Obligations including but not limited to Coupon, redemption price, default
interest, remuneration of the Trustee, all agreed fees, costs, charges, expenses and all other monies
payable under the Debentures.

COMPANY'S COVENANTS

2.1 UTILIZATION OF PROCEEDS OF THE DEBENTURES

The Company shall utilise the moneys received towards subscription of the Debentures for the
purpose mentioned in Information Memorandum

2.2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

(i) STATUS:

a. It is a company, duly incorporated, registered and validly existing under the Applicable
Laws of India.

b. It has the power to own its assets and carry on its business in substantially the same
manner as it is being conducted.

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(ii) BINDING OBLIGATIONS:

The obligations expressed to be assumed by it under the Transaction Documents are legal,
valid, binding and enforceable obligations.

(iii) NON-CONFLICT WITH OTHER OBLIGATIONS:

The entry into, and performance by it of, and the transactions contemplated by the Transaction
Documents do not and will not conflict with:

a. any Applicable Law; or

b. its constitutional documents; or

c. an order, writ, injunction or decree passed by any court or tribunal or Governmental

Authority; or

d. any agreement or instrument binding upon it or any of its assets.

(iv) POWER AND AUTHORITY:

It has the power to enter into, perform and deliver, and has taken all necessary action to
authorise its entry into, performance and delivery of, the Transaction Documents to which it
is a party and the transactions contemplated by those Transaction Documents.

(v) VALIDITY AND ADMISSIBILITY IN EVIDENCE:

All approvals, authorizations, consents, permits (third party, statutory or otherwise) required
or desirable:

a. 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;

b. to make the Transaction Documents to which it is a party admissible in evidence in its

jurisdiction of incorporation; and

c. for it to carry on its business, and which are material have been obtained or effected and
are in full force and effect.

(vi) NO DEFAULT:

No Event of Default has currently 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. To the best of the Company’s knowledge, 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 as on the date hereof.
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(vii) PARI PASSU RANKING:

Its payment obligations under the Transaction Documents rank at least pari passu with the
claims of all of its other secured creditors, except for obligations mandatorily preferred by
law applying to companies generally.

(viii) NO PROCEEDINGS PENDING:

There are no litigations, arbitration or administrative proceedings of or before any court,

arbitral body or agency, which if adversely determined may have a Material Adverse Effect,
which have (to the best of its knowledge and belief) been started against it except as disclosed
by the Company in its annual reports, financial statements, the Information Memorandum,
the Private Placement Offer Letter.

(ix) NO MISLEADING INFORMATION:

All information provided by the Issuer to the 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) on which it is stated.

(x) COMPLIANCE:

It is in compliance in all respects with all Applicable Laws for the performance of its
obligations with respect to this Issue, including but not limited to environmental, social and
taxation related laws, for them to carry on their business.

(xi) ASSETS:

Except for the security interests and encumbrances created and recorded with the Ministry of
Corporate Affairs (available using CIN: U67190MH2006PLC159411 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.

(xii) FINANCIAL STATEMENTS:

a. Its financial statements most recently supplied to the Trustee were prepared in accordance
IND AS consistently applied save to the extent expressly disclosed in such financial
statements.

b. Its financial statements most recently supplied to the Trustee soas of March 31, 2022 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.

(xiii) SOLVENCY:

a. 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
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a court to be unable to pay its debts within the meaning of Applicable Laws, nor in any
such case, will it become so in consequence of entering into the Deed.

b. The value of the Assets of the Company is more than its respective Liabilities (taking into
account contingent and prospective liabilities) and it has sufficient capital to carry on its
business.

c. As on the date hereof, the Company has not taken any corporate action nor has taken any
legal proceedings or other procedure or steps in relation to any bankruptcy proceedings.

2.3 MAKE THE RELEVANT FILINGS WITH THE REGISTRAR OF COMPANIES/SEBI

Pursuant to the provisions of the Companies Act, 2013 and the relevant rules thereunder, the
Company undertakes to make the necessary filings of the documents mandated therein

2.4 REPORTING COVENANTS

The Company shall provide or cause to be provided to the Trustee, in form and substance reasonably
satisfactory to the Trustee (and to the Debenture Holders if so requested), each of the following
items:
(i) As soon as available and in any event within 5 calendar days after any change in the
shareholding structure of the Company, an updated report reflecting the changes with respect
to all of the Company’s beneficial owners, as appropriate.

(ii) As soon as available, and in any event within 180 (One Hundred and Eighty) calendar days
after the end of each fiscal year of the Company:

a. certified copies of its audited standalone and consolidated (if any) financial statements
for its most recently completed fiscal year, prepared in accordance with generally
accepted accounting principles in its jurisdiction including its balance sheet, income
statement, statement of cash flow and a list comprising all material financial liabilities of
the Company whether absolute or contingent; and

b. such additional information or documents as the Trustee may reasonably request.

(iii) As soon as practicable, and in any event within 15 (Fifteen) Business Days after the Company
obtains actual knowledge thereof, notice of the occurrence of any event or circumstance that
could reasonably be expected to result in a Material Adverse Effect.

(iv) As soon as practicable, and in any event within 7 (Seven) Business Days after the Company
obtains actual knowledge thereof, notice of the occurrence of any event which constitutes an
Event of Default or any event which, after the notice, or lapse of time, or both, would
constitute an Event of Default, specifying the nature of such event and any steps the Company
is taking and proposes to take to remedy the same.

(v) The Company agrees that it shall forward to the Trustee promptly, whether a request for the
same has been made or not:
(a) a copy of the Statutory Auditors’ and Directors’ Annual Report, Balance Sheet and
Statement of Profit & Loss and of all periodical and special reports at the same time as
they are issued;
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(b) a copy of all the notices, call letters, circulars, proceedings, etc. of the meetings of debt
security holders at the same time as they are sent to the holders of debt securities or
advertised in the media;

(vi) The Company will permit the Trustee to examine and inspect the relevant books and records
of the Company upon reasonable prior notice of 2 calendar days and at such reasonable times
and intervals as the Trustee may reasonably request.

(vii) The Company shall provide or cause to be provided to the Trustee, in form and substance
reasonably satisfactory to the Trustee, such additional documents or information as the
Trustee may reasonably request from time to time in relation to the Issue.

2.5 AFFIRMATIVE COVENANTS: -

The Company shall -

(i) LISTING

Take all steps necessary to get the Debentures listed within 4 (Four) trading days from f the
Issue Closing Date. In case of delay in listing of the Debentures, the Issuer will pay penal
interest of 1 % p.a. over the Coupon Rate from the Deemed Date of Allotment till the listing
of such Debentures. In the event that the Debentures are not listed within 4 (four) trading days
from the Issue Closing Date for any reason whatsoever, then to the extent that any
Debenture Holders are Foreign Institutional Investors or sub-accounts of Foreign Institutional
Investors or Qualified Foreign Investors, the Company undertakes to immediately redeem
and/or buyback any and all Debentures which are held by such Foreign Institutional Investors
or such sub-accounts of Foreign Institutional Investors or Qualified Investors. The Debentures
have been listed on the WDM segment of BSE within 4 trading days from Issue Closing Date

(ii) NOTICE OF WINDING UP OR OTHER LEGAL PROCESS

Promptly inform the 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 act relating to winding up or otherwise of any suit or other legal process
intended to be filed or initiated against the Company and affecting or likely to affect the
charged assets and the title to the properties of the Company or if a receiver is appointed in
respect of any of its properties or businesses or undertakings.

(iii) LOSS OR DAMAGE BY UNCOVERED RISKS

Promptly inform the Trustee of any material loss or significant damage which the Company
may suffer due to any force majeure circumstances such as earthquake, flood, tempest or
typhoon, etc. against which the Company may not have insured its properties.

(iv) COSTS AND EXPENSES

Pay all costs, charges and expenses in any way incurred by the Trustee towards protection of
Debenture Holders’ interests, including travelling and other allowances and such taxes, duties,
costs, charges and expenses in connection with or relating to the Debentures subject to such
expenses, costs or charges being approved in writing by the Company before they are incurred
and shall not include any foreign travel costs;
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(v) PRESERVE CORPORATE STATUS

Diligently preserve and maintain its corporate existence and status and all rights, contracts
privileges, franchises and concessions now held or hereafter acquired by it in the conduct of
its business.

(vi) CREDIT RATING

The Company shall ensure that it would obtain the credit rating from SEBI registered Credit
Rating Agency from time to time, till the redemption of all the Debentures in full.

(vii) PAY STAMP DUTY

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 laws for the
time being in force and in the event of the Company failing to pay such stamp duty, other
duties, taxes and penalties as aforesaid, the Trustee will be at liberty (but shall not be bound)
to pay the same and the Company shall reimburse the same to the Trustee on demand.

(viii) FURNISH INFORMATION TO TRUSTEE

a. The Company shall furnish quarterly report to the Trustee (as may be required in
accordance with SEBI guidelines) containing the following particulars -

 Updated list of the names and addresses of the Debenture Holders.

 Details of the Coupon due, but unpaid and reasons thereof.
 The number and nature of grievances received from the Debenture Holders and resolved
by the Company and Unresolved by the Company and the reasons for the same.
 A statement that the Hypothecated Property is sufficient to discharge the claims of the
Debenture Holders as and when they become due.
 Such other information as may be required by the Debenture Trustee from time to time

b. The Company shall promptly furnish to the Trustee the details of all the grievances
received and shall comprise the following:
 Names of the complainants/Debenture Holders
 Nature of grievances/complaints
 Time taken for redressal of complaint/grievances etc.
 The steps taken by the Company to redress the same

(ix) 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 Trustee and shall
advise the Trustee periodically of the compliance.

(x) Inform the Trustee of any major change in the composition of its Board of Directors, which
may amount to change in control as defined in SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.

(xi) Inform and provide the Trustee with applicable documents in respect of any and all
information required to be provided to the Debenture Holders under the listing agreement to
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be entered into between the Company and the stock exchange on which the Debentures are
proposed to be listed.

(xii) Utilisation certificate:

The Company shall provide Statutory auditor’s certificate confirming that the issue proceeds
has been utilized as per the provisions of the Information Memorandum / Private Placement
Memorandum / Transaction Documents.

(xiii) Additional Covenants

i. Security Creation

If not already executed, the Issuer shall execute the Trust Deed before listing of
the debentures in respect of the Debentures allotted under the first series of
Debentures. In case of a delay in execution of Trust Deed and Security
Documents, the Issuer will refund the subscription with agreed rate of interest
or will pay penal interest of atleast 2% p.a. over the Coupon Rate till these
conditions are complied with at the option of the investor.

ii. Default in Payment and Other Defaults

In case of default in payment of interest and/or principal redemption on the due

dates or observance of any other terms, conditions or covenants as per the deed,
Disclosure Document(s) in respect of a relevant tranche / series of the
Debentures, additional interest/ default interest of atleast @ 2% p.a. or such
other rate as may be prescribed under the Applicable Law over and above the
applicable implicit yield / Coupon Rate/ Interest Rate will be payable by the
Issuer for the defaulting period in respect of such tranche /series of the
Debentures.

iii. Delay in Listing

In case of delay in listing of the debt securities, wherever applicable, beyond 4

(four) trading days from the Issue Closing Date or such number of days as
may be allowed (for getting the Debentures listed) under the Applicable Law in
respect of the relevant tranche of the Debentures, the Issuer will pay default/
additional interest of atleast 1 % p.a. over the coupon rate or such other rate as
may be prescribed under the Applicable Law.

(xiv) The Company shall, on half yearly basis furnish Certificate from its statutory auditor of the
Company giving the value of receivables/book debts including compliance with the covenants
of the Offer Document/Information Memorandum in the manner as may be specified by the
Board from time to time.

(xv) The Company shall, on quarterly basis furnish to the Debenture Trustee, the following
certificates:

1. Certificate from an independent chartered accountant giving the value of book

receivables/book debts of the Company.

2. Certificate from the Director/ Managing Director of the Issuer Company Certifying the
value of the Book Debts/Receivables.
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3. Such other information / details / reports as may be requested by the debenture trustee.

(xvi) The Company shall, on monthly basis furnish to the Debenture Trustee, an updated list of the
loans comprising the identified assets / portfolio of receivables on a monthly basis on or prior
to the 15th (Fifteenth) day of each calendar month along with such other certifications in
respect of the identified assets / portfolio of receivables as may be required by debenture
trustee.

(xvii) The Company is aware that in terms of Regulation 14 of the SEBI (Debenture Trustees)
Regulations, 1993 as amended from time to time, the Trust Deed has to contain the
matters specified in Section 71 of the Companies Act, 2013 and Form No. SH.12 specified
under the Companies (Share Capital and Debentures) Rules, 2014. The Company agrees to
comply with all the clauses of Form No. SH.12 as specified under the Companies (Share
Capital and Debentures) Rules, 2014 as if they are actually and physically incorporated in the
deed.

(xviii) In terms of Clause 3.2 of the SEBI Circular dated 23.06.2020, the Company submits the
following Bank Account details from which it proposes to pay the redemption amount
and pre-authorise Debenture Trustee to seek debt redemption payment related information
from the said bank. The Company has submitted a letter duly acknowledged by the said bank
agreeing to provide debt redemption payment related information to the Debenture Trustee.

Bank Account Details: -

i. Name of Bank :- HDFC Bank

ii. Account No. :- 00640350000413
iii. Branch address:- No 3, Vastushree, College Link Road, Thatte Nagar, Nashik-
422005

The Company further agrees and undertakes that it shall also inform the Debenture Trustee
of any change in above bank details within 1 working day of such change.

(xix) The Company covenant and undertake that it shall furnish the following
documents/information/reports/certification, as applicable, to Debenture Trustee to enable
the Debenture Trustee to submit the same to Stock Exchange(s) within the timelines
mentioned below:

Reports/Certificate Periodicity Format

Security cover Certificate Quarterly basis within 60 Annexure A as per SEBI
days from end of each Circular dated 12.11.2020
quarter

(xx) Company undertakes to comply with all the directions/guidelines/circulars/regulations issued

by any regulatory authority with regard to the Debenture issue including latest amendments
i.e. SEBI (Debenture Trustee) Amendment Regulation, 2020, SEBI (Issue and Listing of Non-
Convertible Securities) Regulation, 2021 and SEBI (Listing Obligations and Disclosure
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Requirements) Amendment Regulation, 2020 as may be amendment by SEBI from time to

time and further company shall take such steps as may be required from time to time.
(xxi) On quarterly basis, the company shall furnish the compliance status with respect to
financial covenants of the listed debt securities certified by statutory auditor of listed
entity to Debenture Trustee SEBI circular no.
SEBI/HO/MIRSD/MIRSD_CRADT/CIR/ P/2022/67 dated May 19, 2022,
(including any amendments or restatements thereof).
(xxii) The Company hereby covenants and undertake that it shall furnish the documents/
information/reports/certification, as applicable, to Debenture Trustee to enable the
Debenture Trustee to submit the same to Stock Exchange(s) within the timelines
mentioned in the SEBI circular SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated
November 03, 2020 SEBI circular SEBI/ HO/ MIRSD/ CRADT/ CIR/ P/ 2020/230
dated November 12, 2020 and SEBI circular no.
SEBI/HO/MIRSD/MIRSD_CRADT/CIR/P/2022/67 dated May 19, 2022, (including
any amendments or restatements thereof):

(xxiii) Information Utility

The Company agrees and consents that the Debenture Trustee shall be entitled to file with an
Information Utility (as defined and set up under (Indian) Insolvency and Bankruptcy Code,
2016) all necessary information in relation to the transaction as required under the (Indian)
Insolvency and Bankruptcy Code, 2016. The Company confirms that the Company will
provide all the assistance to the Debenture Holders/ Debenture Trustee as may be required for
initial submission of the Form C to the relevant Information Utility registered with Insolvency
and Bankruptcy Board of India under the (Indian) Insolvency and Bankruptcy Code, 2016
and also any other help as may be required in the future in similar matters where financial
creditor is under obligation to initiate some action.

Part I – Information to be submitted to Stock Exchange:

A. As per Regulation 51 (1) of the LODR Regulations, the Company shall promptly inform the Stock
Exchange(s) of all information having bearing on the performance/operation of the Company,
price sensitive information or any action that shall affect payment of interest or dividend or
redemption of non-convertible securities. Further as per Regulation 52 (2) of the LODR
Regulations, the Company, shall without prejudice to the generality of sub-regulation (1),
having listed non-convertible securities shall make disclosures as specified in Part B of
Schedule-III of the LODR Regulations.
B. Further, as per Regulation 51 (3) of the LODR Regulations, the Company shall disclose on its
website, all such events or information which have been disclosed to the Stock Exchange(s)
pursuant to LODR Regulation and such disclosures shall be hosted on the website of the Company
for a minimum period of 5 (five) years and thereafter as per the archival policy of the Company,
as disclosed on its website.
C. As per Regulation 52 (1) and (4) of the LODR Regulations, the Company is required to prepare
and file unaudited or audited quarterly and year to date standalone financial results on a quarterly
basis in the format as specified by the Board within 45 (forty- five) days from the end of the
quarter, other than last quarter, to the recognised Stock Exchange.
D. The Company shall, while submitting quarterly/annual financial results, accordingly shall provide
Debenture Trustee the following information, on the letter head of the Company, addressed to the
Stock Exchange/(s):
(a) debt equity ratio;
(b) debt service coverage ratio;
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(c) interest service coverage ratio;

(d) outstanding redeemable preference shares (quantity and value);
(e) capital redemption reserve/debenture redemption reserve, as applicable;
(f) net worth;
(g) net profit after tax;
(h) earnings per share;
(i) current ratio;
(j) long term debt to working capital;
(k) bad debts to Account receivable ratio;
(l) current liability ratio;
(m) total debts to total assets;
(n) debtors turnover;
(o) inventory turnover;
(p) operating margin (%);
(q) net profit margin (%); and
(r) sector specific equivalent ratios, as applicable.

E. As per Regulation 53 of the LODR Regulations, the Company shall submit to the and Stock
Exchange and publish on its website the following:
A. a copy of the annual report sent to the shareholders along with the notice of the annual
general meeting, not later than the date of commencement of dispatch to its shareholders;
and
B. in the event of any changes to the annual report, the revised copy along with the details
and explanation for the changes, not later than 48 (forty-eight) hours after the annual
general meeting.
F. As per Regulation 57 (1) of the LODR Regulations, the Company shall submit a certificate to the
Stock Exchange within 1 (one) working day of the interest or dividend or principal becoming due
regarding status of payment in case of non-convertible securities.
G. As per Regulation 57 (4) of the LODR Regulations, the Company shall within 5 (five) working
days prior to the beginning of the quarter provide details for all the non-convertible securities for
which interest/dividend/principal obligations shall be payable during the quarter.
H. As per Regulation 57(5) of the LODR Regulations, the Company shall within 7 (seven) working
days from the end of the quarter provide:
(a) a certificate confirming the payment of interest/dividend/principal obligations for non-
convertible securities which were due in that quarter; and
(b) the details of all unpaid interest/dividend/principal obligations in relation to non-
convertible securities at the end of the quarter.

I. Any further information which may be required to be submitted to the Stock Exchange pursuant
to LODR Regulations, as amended from time to time.

Part II - Information to be submitted to the Debenture Trustee

A. The Company shall submit, a copy of the financial results submitted to Stock Exchange shall also
be provided to Debenture Trustee on the same day the information is submitted to the Stock
Exchange.
B. As per Regulation 53 of the LODR Regulations, the Company shall submit to the Debenture
Trustee and publish on its website the following:
(a) a copy of the annual report sent to the shareholders along with the notice of the
annual general meeting, not later than the date of commencement of dispatch to
its shareholders; and

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(b) in the event of any changes to the annual report, the revised copy along with the
details and explanation for the changes, not later than 48 (forty-eight) hours after
the annual general meeting.
C. In terms of the provisions of Regulation 56 of the LODR Regulations, Company shall promptly
submit to the Debenture Trustee the following:-

(a) a copy of the annual report at the same time as it is issued along with a copy of certificate from
the listed entity’s auditors in respect of utilization of funds during the implementation period of
the project for which the funds have been raised:

Provided that in the case of debentures issued for financing working capital or general corporate
purposes or for capital raising purposes the copy of the auditor’s certificate may be submitted at
the end of each financial year till the funds have been fully utilised or the purpose for which these
funds were intended has been achieved.

(b) a copy of all notices, resolutions and circulars relating to –

I. new issue of non-convertible debt securities at the same time as they are sent to shareholders /
holders of non-convertible debt securities;
II. the meetings of holders of non-convertible debt securities at the same time as they are sent to the
holders of non-convertible debt securities or advertised in the media including those relating to
proceedings of the meetings;
III. Intimations regarding:
i. any revision in the rating;
ii. any default in timely payment of interest or redemption or both in respect of the non-
convertible debt securities;
iii. all covenants of the Issue (including side letters, accelerated payment clause, etc.).

D. The Company shall forward to Debenture Trustee any information sought and provide access to
relevant books of accounts as required by it.
E. The Company may, subject to the consent of the Debenture Trustee, send the information
stipulated in sub-regulation (1), in electronic form/fax.
F. The Company shall also disclose to the Debenture Trustee at the same time as it has intimated to
the Stock Exchange, all material events and/or information as disclosed under Regulation 51 of
LODR Regulations in so far as it relates to the interest, principal, issue and terms of non-
convertible debt securities, rating, creation of charge on the assets, notices, resolutions and
meetings of holders of non-convertible debt securities.

Part – III Information to be submitted to the Debenture holders

A. In terms of the provisions of the Regulation 58 of the LODR Regulations, Company shall send to
the Debenture Holders the following documents and information:-

(a) Soft copies of the full annual reports to all the holders of non- convertible securities who have
registered their email address(es) either with the listed entity or with any Depository;
(b) Hard copy of statement containing the salient features of all the documents, as specified in
Section 136 of Companies Act and rules made thereunder to those holders of non-convertible
securities who have not so registered;
(c) Hard copies of full annual reports to those holders of non-convertible securities, who request
for the same;

The Company shall send the notice of all meetings of holders of non-convertible debt securities and
holders of non-convertible redeemable preference shares specifically stating that the provisions for
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appointment of proxy as mentioned in Section 105 of the Companies Act, shall be applicable for such
meeting.

The Company shall send proxy forms to holders of non-convertible debt securities and non-convertible
redeemable preference shares which shall be worded in such a manner that holders of these securities may
vote either for or against each resolution.

Part – IV Disclosures to be complied as per SEBI Debt Regulations and SEBI Operational Circular

(a) Intimation on status of payment

(i) Issuer shall intimate to the Stock Exchange, Depositories and Debenture Trustee the status of
payment of Debentures within 1 (one) working day of payment/ redemption date.
(ii) While intimating the status of payment to Debenture trustee(s), Issuer shall also intimate to
Debenture Trustee that they have informed the status of payment or otherwise to the Stock
Exchange and Depositories.

(b) Continuous assessment of default status

(i) The Issuer shall inform the Stock Exchange, Depositories and Debenture Trustee latest by the
second working day of April of each financial year on the updated status of payment of the
Debentures.
(ii) In case the Issuer fails to intimate the updated status of payment of the concerned Debentures
within the stipulated timelines, the Debenture Trustee shall carry independent assessment as given
Clause 5.1 (A) (ix) above and intimate the status of payment of debt securities to the Stock
Exchange and Depositories within 7th (seventh) working day of April of each financial year.
(iii) In case Issuer or Debenture Trustee does not intimate the status of payment of Debentures to Stock
Exchange and Depositories within the stipulated timeline, transactions in such Debentures shall
be restricted from 8th (eighth) working day of April of that financial year, until any further
intimation is received from Issuer or Debenture Trustee regarding the same.
(iv) In case of any developments that impact the status of default of the Debentures (including
restructuring of Debentures, NCLT/ NCLAT proceedings relating to insolvency/ bankruptcy,
repayment, etc.), the Issuer/ Debenture Trustee shall intimate the Stock Exchanges and
Depositories within 1 (one) working day of such development.

(c) Payment of debt securities or subsequent payment of defaulted Debentures

In case of receipt of intimation or subsequent intimation to the Depositories regarding full

payment of redemption amount or any developments that impacts the status of default of the
concerned debt securities (including restructuring of debt securities, IBC proceedings, its
repayment, etc.) from Issuer or from Debenture Trustee, transactions shall be restricted in such
debt securities by the Depositories immediately. The same shall be informed to the Stock
Exchange and disseminated on respective Depositories’ website, within 1 (one) working day of
such restriction. Further, the concerned Debenture Holder shall be extinguished in the depository
system on receipt of corporate action documents from the Issuer towards its extinguishment.
(d) The process explained in paragraphs (b) and (c) above shall be followed either till full payment
on these Debentures is made by Issuer or the Issuer has been liquidated and money has been
realised after completion of recovery proceedings.
(e) Filing Requirements

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(i) Issuers shall fill all the requisite fields as provided in Annex - XIV-A of the SEBI Operational
Circular in the Centralized Database at the time of allotment of International Securities
Identification Number. Depositories shall verify the information as provided by Issuer at the time
of activation of International Securities Identification Number.
(ii) Post listing of securities, Issuer shall submit information in the requisite fields as provided in
Annex - XIV-B of the SEBI Operational Circular to any of the stock exchanges where their
securities are listed on a periodical basis and/or ‘as and when’ basis (event based), as applicable.
The Stock Exchange shall indicate the format of filing to the Issuers in this regard.
(iii) Issuer shall ensure that EBPs shall update on their websites, details of issuances done through the
EBP platform at the end of the day after the acceptance of the bid by the Issuer in the format at
Annex - XV-B of the SEBI Operational Circular.

(xxiv)TRANSFER OF UNCLAIMED REDEMPTION AMOUNTS

The Company shall comply with the provisions of the Act relating to transfer of unclaimed /
unpaid amounts of Coupon on Debentures and redemption of Debentures to the Investor
Education and Protection Fund (IEPF), if applicable to it.

The Company further agrees and undertakes that during the currency of the deed it shall abide
by the guidelines/listing requirements if any, issued from time to time by the SEBI/RBI.

(xxv) FURTHER ASSURANCES

The Company shall:

a. 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 Trustee may
reasonably or by law require or consider necessary in relation to enforcing or exercising
any of the rights and authorities of the Trustee;

b. obtain, comply with the terms of and do all that is necessary to maintain in full force and
effect all authorisations necessary to enable it lawfully to enter into and perform its
obligations under the deed or to ensure the legality, validity, enforceability or
admissibility in evidence in India of the deed;

c. comply with all Applicable Laws, as applicable in respect of the Debentures and obtain
such regulatory approvals as may be required from time to time, including but not limited,
in relation to the following (i) the Securities and Exchange Board of India (Issue and
Listing of Non-Convertible Securities) Regulations, 2021, as may be in force from
time to time during the currency of the Debentures; and (ii) the provisions of the listing
agreement entered into by the Company with the stock exchange in relation to the
Debentures;

d. Any reference to the Debenture Trustee shall be a reference to the Debenture Trustee in
its capacity as a trustee for the benefit of and acting on behalf of the Debenture Holders;

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i. in accordance with Regulation 52 of the LODR Regulations, the Company shall

file with the BSE the prescribed statements, financial statements and noting
certificate of the Debenture Trustee within the timelines prescribed therein;
ii. in accordance with Regulation 52 of the LODR Regulations, the Company shall
furnish to the Debenture Trustee a copy of the un-audited or audited financial
results on a half yearly basis on the same day the information is submitted to
stock exchanges
iii. in accordance with Regulation 56 of the LODR Regulations, the Company shall
submit the following to the Debenture Trustee;

(c) a copy of the annual report at the same time as it is issued and a copy of the
certificate from the Company's auditors in respect of utilisation of funds
raised by the issue of the Debentures, at the same time or at the end of each
Financial Year until such funds have been fully utilized or the purpose for
which such funds were intended has been achieved;

(d) copy of all notices, resolutions and circulars relating to any new issue of non-
convertible debt securities (at the same time as they are sent to
shareholders/holders of non-convertible debt securities), the meetings of
holders of non-convertible debt securities (at the same time as they are sent
to the holders of non-convertible debt securities or advertised in the media
including those relating to proceedings of the meetings);

(e) intimations regarding any revision in the rating, any default in timely
payment of interest or redemption or both in respect of the non-convertible
debt securities issued by the Company, any failure to create charge on the
assets, and All covenants of the issue (including side letters, accelerated
payment clause, etc.); and

(f) a copy of the statement, if any filed with the BSE in compliance of Regulation
52(7) of the LODR Regulations indicating material deviations, if any, in the
use of funds raised by the issue of the Debentures from the object stated in
the Information Memorandum

(g) submit such other disclosure to the Debenture Trustee as may be required
under the (Issue and Listing of Non-Convertible Securities)
Regulations, 2021, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other Applicable Laws, each as
amended from time-to-time.

(xxvi)SECURITY

a. The Debentures will be secured by way of pari passu charge on the Hypothecated
Property;

b. The Company shall maintain at all times, during the period of the Issue, the value of
security at all times equal to 1.05 time the aggregate amount of the outstanding principal
and coupon amounts under the Debentures. The value of the security for this purpose
(both for initial and subsequent valuations) shall be the amount reflected as the value
thereof in the books of accounts of the Company. The Company shall furnish to the
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Trustee a certificate from its statutory auditor or by a practicing CA in support of this

statement from time to time.

c. The Company shall create, register and perfect the security over the Hypothecated
Property as contemplated above by executing a duly stamped Deed of Hypothecation and
filing Form No. CHG-9 with the Registrar of Companies in relation thereto within the
period specified in the Companies Act, 2013;

d. The Company shall on a quarterly basis furnish to the Debenture Trustee a statement,
signed by an authorized signatory of the Company and supported by Chartered
Accountant’s certificate, confirming that the Security cover is being maintained as per the
provisions (for the benefit of the Debenture Holders) (“Quarterly Hypothecated
Property Report”)

e. The security shall be a continuing security as described in the Deed of Hypothecation;

f. Nothing contained herein shall prejudice the rights or remedies of the Trustee and/ or the
Debenture Holders in respect of any present or future security, guarantee obligation or
decree for any indebtedness or liability of the Company to the Trustee and/ or the
Debenture Holders;

2.6 COVENANT AS TO DIVIDEND

The Company shall not declare or pay any dividend to its shareholders during any financial year
where it has not paid all the dues to the Debenture holders /Trustee up to the date on which the
dividend is proposed to be declared or paid or has not made satisfactory provisions therefor.

2.7 NEGATIVE COVENANTS: -

The Company shall not take any action in relation to the items set out in this Clause without
obtaining a written consent from the Trustee (acting on the instructions of the debenture holders) at
least 15 (Fifteen) business days prior to such action being taken. The Company agrees and confirms
to provide to the Trustee all necessary documents in relation to action as listed below to enable the
Trustee to give its consent.

(i) CHANGE OF BUSINESS

Change the general nature and conduct of its business from that which is permitted under the
relevant directions issued by the RBI.

(ii) CONSTITUTIONAL DOCUMENTS

Change its articles of incorporation or organizational documents in any material way which
would prejudicially affect the interests of the Debenture Holders.

(iii) MERGER, CONSOLIDATION, ETC.

Undertake or permit any merger, demerger, consolidation, re-organisation, scheme of

arrangement or compromise with its creditors or shareholders or effect any scheme of
amalgamation or reconstruction.
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(iv) DIVIDEND

Declare or pay any dividend to its shareholders during any financial year unless it has paid all
the dues to the Debenture Holders/Trustee up to the date on which the dividend is proposed
to be declared or paid or has made satisfactory provisions therefor.

(v) DISPOSAL OF ASSETS

Sell, transfer, or otherwise dispose of in any manner whatsoever any material assets of the
Company, other than in ordinary course of business including any securitization / portfolio
sale of assets undertaken by the Company in its ordinary course of business.

2.8 REGISTER OF DEBENTURE HOLDERS

The Company shall, as required by Section 88 of the 2013 Act maintain at the registered office of
the Company a Register of the Debenture Holder(s) with addresses of the Debenture Holder(s) with
record of subsequent transfers and changes of ownership. For the above purpose, the Company shall
request the registrar and transfer agent of the Issue to provide a list of Debenture Holder(s) as of the
Record Date. The Trustee and/or the Debenture Holder(s) or any of them or any other person shall,
as provided in Section 94 of the 2013 Act, be entitled to inspect the said Register of Debenture
Holder(s) and to take copies of or extracts from the same or any part thereof during usual business
hours.

EVENTS OF DEFAULT AND REMEDIES

3.1 If one or more of the events specified happen(s), the Trustee upon request in writing of the
Debenture Holders of an amount representing not less than three-fourths in value of the nominal
amount of the Debentures for the time being outstanding or by a Special Resolution duly passed at
the meeting of the Debenture Holders, shall by a notice in writing to the Company take all such
action, expressly or impliedly permitted under the Transaction Documents or in law.

3.2 EVENTS OF DEFAULT

(i) PAYMENT DEFAULTS

The Company does not pay on the due date any amount payable pursuant to the deed at the
place at which and in the currency in which it is expressed to be payable.
(ii) BREACH OF TERMS OF THE DEED

Except for the event contained in this Clause, the Company defaults in the performance of
any of its representations, obligations and covenants provided in terms of the deed and such
default has continued for a period of 30 (Thirty) Business Days from the date of receipt by
the Company of a notice from the Trustee in relation thereto or the Company having obtained
actual knowledge thereof, whichever is earlier.

(iii) INSOLVENCY / INABILITY TO PAY DEBTS

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The Company admits in writing its inability to pay its debts as they fall due, suspends making
payments on any of its debts or, by reason of actual financial difficulties, commences
negotiations with one or more of its creditors with a view to rescheduling any of its
Indebtedness exceeding Rs. 1,00,00,000/- (Rupees One Crore Only).

(iv) MISREPRESENTATION

Any representation or warranty made by the Company in any Transaction Document or in

any certificate, financial statement or other document delivered to the Trustee/ Debenture
Holders by the Company shall prove to have been incorrect, false or misleading in any
material respect when made or deemed made.

(v) MATERIAL ADVERSE CHANGE

There shall have occurred a change in the business, operations, property, assets, liabilities,
condition (financial or otherwise) or prospects of the Company since the date hereof that has
resulted in a Material Adverse Effect and such Material Adverse Effect has not been remedied
or rectified for a period of 30 (Thirty) Business days.

(vi) LIQUIDATION OR DISSOLUTION OF THE COMPANY / APPOINTMENT OF

RECEIVER OR LIQUIDATOR

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

i. the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution,

administration or reorganisation (by way of voluntary arrangement, scheme of
arrangement or otherwise) of the Company;
ii. a composition, compromise, assignment or arrangement with any creditor of the
Company;
iii. the appointment of a liquidator, receiver, administrative receiver, administrator,
compulsory manager or other similar officer in respect of the Company;
iv. enforcement of any security over any assets of the Company or any analogous procedure
or step is taken in any jurisdiction; or
v. 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 (i), (ii), (iii) and (iv) above.

(vii) CREDITORS’ PROCESS

Any expropriation, attachment, sequestration, distress or execution affects any Asset or Assets
of the Company having an aggregate value of 5% (Five percent) of the Total Assets of the
Company and is not discharged within 30 (Thirty) calendar days or as given in the said order.

(viii) JUDGMENT DEFAULTS

One or more judgments or decrees shall be entered against the Company involving a liability
(not paid or not covered by a reputable and solvent insurance company), individually or in the
aggregate, exceeding 5% (Five percent) of the Total Assets of the Company and such
judgments or decrees either shall be final and non-appealable or shall not be vacated,
discharged or stayed pending appeal for any period of 30 (Thirty) calendar days.

(ix) TRANSACTION DOCUMENTS

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The Deed 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 Company.

(x) UNLAWFULNESS

It is or becomes unlawful for the Company to perform any of its obligations under the
Transaction Documents and/or any obligation or obligations of the Company under any
Transaction Document are not or cease to be valid, binding or enforceable.

(xi) REPUDIATION

The Company repudiates any of the Transaction Documents, or evidences an intention to

repudiate any of the Transaction Documents.

(xii) SECURITY

a. The value of the Hypothecated Property is insufficient to maintain the Security cover and
Company fails to maintain the Security cover within the stipulated timelines in the Deed
of Hypothecation;

b. Any of the Transaction Documents failing to provide the security interests, rights, title,
remedies, powers or privileges intended to be created (including the priority intended to
be created), or such security interests failing to have the priority contemplated under the
Transaction Documents, or the security interests becoming unlawful, invalid or
unenforceable;

c. If, in the opinion of the Trustees, the security of the Debenture holder(s)/Beneficial
Owner(s) is in jeopardy.

3.3 NOTICE ON THE HAPPENING OF AN EVENT OF DEFAULT BY THE COMPANY

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 give notice thereof to
the Debenture Holders/Trustee in writing specifying the nature of such Event of Default, or of such
event.

3.4 CONSEQUENCES OF AN EVENT OF DEFAULT

On and at any time after the occurrence of an Event of Default, unless such Event of Default at the
request of the Company is expressly waived by the Trustee acting on the instructions of the
Debenture Holder(s), (a) upon the expiry of the cure period provided to the Company, or (b) if the
cure period provided is mutually extended by the Parties to the trust deed upon the expiry of such
extended period or (c) where it is not practical to provide a cure period, then forthwith, or (d) where
no cure period has been provided and the Parties mutually agree to provide for a cure period, upon
the expiry of such mutually agreed to cure period, the Trustee shall if so directed by the Majority
Debenture Holder(s):

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(i) declare that all or part of the Secured Obligations be immediately due and payable,
whereupon they shall become immediately due and payable;

(ii) accelerate the redemption of the Debentures;

(iii) enforce the charge over the Hypothecated Property in accordance with the terms of the Deed
of Hypothecation; and/or

(iv) exercise any other right that the Trustee and / or Debenture Holder(s) may have under the
Transaction Documents or under Indian law

1.1.1 After the occurrence of an Event of Default under above clause, and the expiry of cure periods (if
any) the Debenture Trustee shall send a notice to the Debenture Holder(s) (along with a copy to the
Company) within 3 (three) days of the Event of Default by registered post/acknowledgement due
or speed post/acknowledgement due or courier or hand delivery with proof of delivery and also
through email as a text or as an attachment to email with a notification including a read receipt, and
proof of dispatch of such notice or email, shall be maintained.

1.1.2 The notice shall contain the following:

(a) request for negative consent for proceeding with the enforcement of security;
(b) request for positive consent for signing of the ICA;
(c) the time period within which the consent needs to be provided by the Debenture Holder(s),
viz. consent to be given within 15 days from the date of notice or such revised timelines as
prescribed under Applicable Law; and
(d) the date of meeting to be convened (which shall be within 30 days of the occurrence of
Event of Default).

Provided that in case the Event of Default is cured between the date of notice and the date of
meeting, then the convening of such a meeting may be dispensed with.

1.1.3 The Debenture Trustee shall take necessary action of either enforcing the Security or entering into
the ICA or take any other action as decided in the meeting of Debenture Holder(s) based on the
decision of the Debenture Holder(s) with Special Majority, including the decision of formation of
a representative committee of the Debenture Holder(s) to participate in the ICA or to enforce the
Security or as may be decided in the meeting of Debenture Holder(s). Such a committee, if decided
to be formed, may comprise of the designated members representing the interest of the ISIN level
Debenture Holder(s) under the Debentures and be responsible to take decisions [which shall be
binding on the specific ISIN level Debenture Holder(s) relating to ICA matters, or in relation to
enforcement of the Security, or take any other action as may be decided by the Debenture Holder(s),
from time to time.
The Debenture Trustee(s) may in accordance with the decision of the Debenture Holder(s), sign the
ICA and consider the resolution plan, if any, on behalf of the Debenture Holder(s)/ Beneficial
Owners in accordance with the requirements under the extant RBI guidelines, SEBI circulars,
guidelines and other Applicable Laws.

1.1.4 The Trustee shall also have the following rights (notwithstanding anything in these presents to the
contrary):

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(a) to enter upon and take possession of the Secured Assets as per the provisions of the deed1;
(b) to enforce any Security created pursuant to the Security Documents in accordance with the
terms thereof, as may be set out therein, towards Repayment of the Secured Obligations;
(c) to transfer the Secured Assets of the Company by way of lease/sub-lease or license or sale
upon occurrence of Event of Default in accordance with the terms hereof;
(d) to appoint a nominee director as per the SEBI (Debenture Trustee) Regulations, 1993 on the
board of directors of the Company2 or to appoint an observer to all meetings of the board of
directors of the Company, in the manner more particularly set out in the deed;
(e) to initiate any enforcement action including without limitation under SARFAESI Act, 2002,
Insolvency and Bankruptcy Code, 2016 (wherever applicable), sale without intervention of
Court under Section 69 of Transfer of Property Act, 1882 or any other Applicable Law;
(f) to levy default interest on overdue amounts as per the terms of issue;3 and
(g) to exercise such other rights as the Debenture Holder(s) may deem fit under Applicable
Law.

1.1.5 The Debenture Trustee after obtaining consent of Debenture Holder(s) for enforcement shall inform
the designated stock exchange seeking release of the Recovery Expense Fund. The Debenture
Trustee shall follow the procedure set out in the SEBI REF Circular for utilisation of the Recovery
Expense Fund and be obligated to keep proper account of all expenses, costs including but not
limited to legal expenses, hosting of meetings etc., incurred out of the Recovery Expense Fund
towards enforcement of Security4.

1.1.6 All expenses over and above those met from the Recovery Expense Fund incurred by the Beneficial
Owners(s)/Trustee after an Event of Default has occurred in connection with:-
(a) preservation of the Secured Assets (whether then or thereafter existing); and
(b) collection of amounts due under the deed,
shall be payable by the Company.

1.1.7 Without prejudice to the obligation of the Trustee to monitor the Security Coverage Ratio and the
Security in respect of the Debentures and to take necessary enforcement actions in accordance with
the Transaction Documents, it is clarified that the Trustee shall not be liable in any manner to
guarantee the recovery of the entire outstanding amounts in relation to the Debentures.

TRUSTEE’S RIGHTS, POWERS AND DISCRETIONS

4.1 GENERAL RIGHTS, POWERS AND DISCRETIONS

1
Regulation 15(1) (o) of SEBI (DT) Regulations,1993
2
As per SEBI DT Regulation 15(1) (e)sand Companies Act 2013
3
Applicable in case of privately placed debentures as per SEBI ILDS Regulations which provide that in case of
default in payment of Interest and/or principal redemption on the due dates, additional interest of at least @ 2%
p.a. over the coupon rate will be payable by the Company for the defaulting period
4
As per SEBI(DT) Amendment Regulations, 2020 read with SEBI Circular
SEBI/HO/MIRSD/CRADT/CIR/P/2020/207 dated 22nd October, 2020
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(i) The Trustee may, in relation to these presents, act on the opinion or advice of or any
information obtained from any solicitor, counsel, advocate, valuer, surveyor, broker,
auctioneer, qualified accountant or other expert whether obtained by the Company or by the
Trustee or otherwise;

(ii) The Trustee shall, as regards all trusts, powers, authorities and discretions, have absolute and
uncontrolled discretion as to the exercise thereof and to the mode and time of exercise thereof;

(iii) With a view to facilitating any dealing under any provisions of this document the Trustee
shall have full power to consent (where such consent is required) to a specified transaction or
class of transactions conditionally;

(iv) The Trustee shall not be responsible for the monies paid by applicants for the Debentures;

(v) The Trustee shall have full power, in consultation with the Debenture Holders, to determine
all questions and doubts arising in relation to any of the provisions hereof and every such
determination bona fide made (whether or not the same shall relate wholly or partially to the
acts or proceedings of the Trustee) shall be conclusive and binding upon all persons interested

(vi) On the request from the debenture holders, the Trustee shall forward to them the copies of
any information, documents received from the Company pursuant to the Deed.

(vii) Trustee assumes that investors have carefully read the general risks, management’s
perceptions of risk as set out in the information memorandum before making investments in
Debentures.
(viii) Investors should note and be aware that the receipt of any coupon payment on due date(s)
and principal amount at the maturity is subject to the credit risk of the issuer company.
(ix) Investor to note that decisions may be made by the majority on behalf of all the Debenture
Holders may be adverse to the interest of an individual Debenture Holder who do not attend
and vote at the relevant meeting and Debenture Holders who voted in a manner contrary to
the majority.
(x) The Issuer Company is solely responsible for the correctness, adequacy and disclosure of all
relevant information contained in the information memorandum
(xi) The Debenture Trustee shall not be liable for any action taken by it unless such liability is
caused directly by its gross negligence and wilful misconduct as decided by court of
competent jurisdiction.

PROVIDED that nothing contained in this Clause shall exempt the Trustee or any receiver, attorney,
manager, agent or other person appointed by the Trustee from or indemnify them against any
liability for gross negligence, wilful default or breach of trust nor any liability which by virtue of
any rule or law would otherwise attach to them in respect of any negligence, default or breach of
trust which they may be guilty of in relation to their duties as decided by court of competent
jurisdiction.

4.2 POWER OF TRUSTEE TO DELEGATE

The Trustee being a corporation may, in the execution and exercise of all or any of the trusts, powers,
authorities and discretions vested in them act by an officer or officers for the time being of the
Trustee and the Trustee may also, whenever they think it expedient, delegate by power of attorney
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or otherwise to any such officer all or any of the trusts, powers, authorities and discretions vested in
them and any such delegation may be made upon such terms and conditions and subject to such
regulations (including power to sub-delegate) as the Trustee may think fit.

4.3 POWER OF TRUSTEE TO INSPECT

The Trustee or its authorised representatives shall be entitled to carry out inspections of the
Company’s offices, records, registers and books of accounts upon giving a reasonable notice in
writing to the Company; to the extent such inspection is necessary for exercising any of the powers
or discharging any of its duties of the Trustee hereunder. The Trustee is also entitled to take copies
and extracts of the same. Any representative of the Trustee shall have free access at all reasonable
times to the Company’s premises, records, registers and accounts and shall receive full co-operation
and assistance from the Company. The cost of inspection, including travelling and other related
expenses shall be borne and paid by the Company.

4.4 POWERS OF TRUSTEE TO EMPLOY AGENTS

The Trustee being a corporation may, in the execution and exercise of all or any of the trusts, powers,
authorities and discretions vested in them act by an agent/ agents. However, if any payments to be
made to such person are to be borne by the Company, then the Trustee shall, unless an Event of
Default has occurred and is continuing (subject to such costs and expenses being reasonable in the
circumstances), seek the prior written approval of the Company before employing such agent or
concurring in transacting any business with such agent.

4.5 WHEN TRUSTEE MAY INTERFERE

Until the happening of one or more of the events upon the happening of which the security
constituted under the Deed of Hypothecation shall become enforceable as provided, the Trustee
shall not be in any manner required, bound or concerned to interfere with the management or the
affairs of the Company or its business or the custody, care, preservation or repair of the
Hypothecated Property or any part thereof.

4.6 RETIREMENT AND REMOVAL OF TRUSTEE

(i) RESIGNATION:

(a) The Trustee may at any time, without assigning any reason and without being responsible
for any loss or costs occasioned thereby, resign as the Trustee, provided that they shall
have given at least 1 (One) month’s prior notice in writing to the Company in that behalf
and that they shall continue to act as the Trustee until a successor trustee (“Successor
Trustee”) is appointed by the Company with the consent of at least the Majority
Debenture Holders.

(b) The Company shall, upon receipt of notice of resignation issued by the Trustee, take
prompt steps to appoint another entity competent to act as trustee for the Debenture
Holders in place of the Trustee.

(ii) REMOVAL
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The Debenture Holders may for sufficient cause but, after giving not less than 2 (two) months’
notice in writing, remove the Trustee by passing a Special Resolution to that effect, and by
the same resolution nominate an entity competent to act as their trustee and require the
Company to appoint such entity as the Successor Trustee. The Company shall within 15
(fifteen) days of receipt of such Special Resolution passed by the Debenture Holders take all
necessary steps to appoint the entity named in the resolution as the Successor Trustee and
complete all necessary formalities to give effect to such appointment.

(iii) SUCCESSOR TRUSTEE AS THE TRUSTEE

Upon appointment of the Successor Trustee pursuant to the preceding sub-clause (i) or (ii),
all references in the Deed to the Trustee shall unless repugnant to the context mean and refer
to the Successor Trustee and the Successor Trustee shall without any further act or deed
succeed to all the powers and authorities of the Trustee as if it had been originally appointed
as the Trustee.

4.7 TRUSTEE’S REMUNERATION

The Company shall pay to the Trustee remuneration as per the terms of the fee letter issued by the
Trustee to the Company.

Arrears of instalments of annual service charges, if any, shall carry interest at the rate specified in
fee letter till the actual payment.

DEPOSITORY RELATED PROVISIONS

5.1 The Company has made depository arrangements with NSDL and CDSL for
dematerialization of the Debentures. Each of the Debenture Holders has to necessarily hold
the Debentures in dematerialized form and deal with the same as per the provisions of
Depositories Act, 1996 (as amended from time to time) (“Depositories Act”). The normal
procedures followed for transfer of securities held in dematerialized form shall be followed
for transfer of these Debentures held in electronic form.

5.2 Debenture certificates will not be issued to the allottees, since the Debentures are being issued
in a dematerialized form.

5.3 The depository account of the Debenture Holders with NSDL and CDSL, will be credited
within 2 (two) Business Days from the Deemed Date of Allotment. The initial credit in the
account will be akin to the letter of allotment. On the completion of all statutory formalities,
such credit will be substituted with the number of Debentures allotted.

5.4 The Debentures held in the dematerialised form shall be taken as discharged on payment of
the principal amount and Coupon thereon (including Default Interest if applicable) by the
Company to the registered Beneficial Owner(s) on the Record Date. Such payment will be a
legal discharge of the liability of the Company towards the Beneficial Owner(s). On such
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payments being made, the Company will inform NSDL and CDSL and accordingly the
account of the Debenture Holder with NSDL will be adjusted.

5.5 A Register of Debenture Holders containing all relevant particulars shall be maintained by
the Company at either its registered office or corporate office or at the office of the registrar
and transfer agent.

5.6 Transfer of Debentures in dematerialised form would be in accordance with the

rules/procedures as prescribed by NSDL, CDSL and the applicable depository participant.

5.7 Nothing provided herein shall prejudice any power of the Company to register as a Debenture
Holder any person to whom the right to any Debentures of the Company has been transmitted
by operation of law.

5.8 Upon any request received for rematerialisation, the Company shall rematerialise Debentures
in accordance with the rules and procedures prescribed by Depositories Act. All costs arising
from the request of rematerialisation shall be borne by the person requesting such
rematerialisation

COVENANTS OF DEBENTURE TRUSTEE AGREEMENT

1. The Company shall have the Debentures listed on the Wholesale Debt Market segment of a recognized
stock exchange (BSE Limited) in accordance with the Securities and Exchange Board of India (Issue
and Listing of Non-Convertible Securities) Regulations, 2021 and SEBI (Listing Obligations and
Discloser Requirement) Regulation, 2015, as amended from time to time, as soon as possible and in
no event later than 4 (four) trading days from the Issue Closing Date;

2. The proceeds of the issuance of the Debentures shall be used by the Company for the regular
business activities of the Company including utilisation of proceeds for disbursement to meet the
finance requirements of the borrowers of the Company and its other associated business objectives
such as discharging existing debt obligations which were generally undertaken for business
operations;

3. The Debenture Trustee and the Company shall prior to listing of the Debenture issue enter into a
Debenture Trust Deed (hereinafter referred to as the “Debenture Trust Deed”) and such other
security and transaction documents as may be required from time to time in relation to the
Debentures and in any case shall execute the said documents prior to listing of the Debenture
issue.

4. As the Debentures are to be secured, the Company shall create security, by way of pari passu
charge with other existing lenders on the loan receivables of the company's underlying portfolio
of loans having minimum security cover of 1.05 times of the principal outstanding and interest
accrued but not paid, to be maintained throughout the tenor of the Debentures in favour of the
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Debenture Trustee (for the benefit of the Debenture Holders) and by creating such other security
as may be mutually agreed between the Company and the Debenture Trustee/ Debenture Holders
and shall execute necessary security documents prior to listing of the Debenture issue.

5. The Debenture Trust Deed shall be finalized by the parties and consist of two parts: Part A
containing statutory/standard information pertaining to the debt issue inter alia consisting of
clauses pertaining to Form SH-12 in terms of Rule 18(5) of the Companies (Share Capital and
Debentures) Rules, 2014; and Part B containing details specific to the particular debt issue. Where
a Company fails to execute the Debenture Trust Deed within the period specified under regulation
18 (2) of SEBI (Issue and Listing of Non-Convertible Securities) Regulation, 2021 i.e. prior to
the listing of debentures, without prejudice to any liability arising on account of violation of the
provisions of the Act and these regulations, the Company shall also pay interest of at least two
percent per annum or such other rate, as specified by the Board to the holder of debt securities,
over and above the agreed coupon rate, till the execution of the Debenture Trust Deed

6. The Company confirms that the Company is duly authorised to enter into the Agreement and each
of the other transaction documents pertaining to the issue of the Debentures. The Company is
validly existing and in good standing under the laws of India and each of the obligations contained
shall be legal, valid and binding obligation enforceable against the Company.

7. Documents required to be submitted prior to or simultaneously with execution of the

Agreement:

The terms of the Agreement shall be effective only upon the submission by the Company of the
requisite information and documents to the satisfaction of the Debenture Trustee for carrying out
the requisite due diligence as required in terms of the Relevant Laws including in connection with
verification of the security / contractual comforts and the required security cover for the
Debentures, which is undertaken by the Company to be submitted simultaneously with or prior to
the execution of the Agreement.

A. Terms of carrying out due diligence:

(a) The Debenture Trustee, either through itself or its agents /advisors/consultants, shall carry
out requisite diligence to verify the status of encumbrance and valuation of the assets and
whether all permissions or consents (if any) as may be required to create the security as
stipulated in the Disclosure Documents and the Relevant Laws, has been obtained. For the
purpose of carrying out the due diligence as required in terms of the Relevant Laws, the
Debenture Trustee, either through itself or its agents /advisors/consultants, shall have the
power to examine the books of account of the Company and to have the Company’s assets
inspected by its officers and/or external auditors/valuers/consultants/lawyers/technical
experts/management consultants appointed by the Debenture Trustee.

(b) The Company shall provide all assistance to the Debenture Trustee to enable verification
from the Registrar of Companies, Sub-registrar of Assurances (as applicable), CERSAI,
depositories, information utility or any other authority, as may be required, where the assets
and/or prior encumbrances in relation to the assets of the Company or any third party security
provider for securing the Debentures, are registered / disclosed.

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(c) Further, in the event that existing charge holders, the concerned Trustee on behalf of the
existing charge holders, have provided conditional consent / permissions to the Company to
create further charge on the assets, the Debenture Trustee shall also have the power to verify
such conditions by reviewing the relevant transaction documents or any other documents
executed between existing charge holders and the Company. The Debenture Trustee shall
also have the power to intimate the existing charge holders about proposal of creation of
further encumbrance and seeking their comments/ objections, if any.

(d) Without prejudice to the aforesaid, the Company shall ensure that it provides and procures
all information, representations, confirmations and disclosures as may be required in the sole
discretion of the Debenture Trustee to carry out the requisite diligence in connection with the
issuance and allotment of the Debentures, in accordance with the Relevant Laws.

B. The Company shall pay to the Debenture Trustee so long as it holds the office of the Debenture
Trustee, remuneration and all reasonable costs, legal, travelling, charges and expenses as set out
in the Debenture Trustee Consent Letter, for its services as the Debenture Trustee Arrears of the
Debenture Trustee Fees, if any, shall carry interest at the rate specified in the Debenture Trustee
Consent Letter.

C. The Company shall comply with the provisions of SEBI Debenture Trustee Regulations, SEBI
(Issue and Listing of Non-Convertible Securities ) Regulations, 2021 2021 read with SEBI circular
on “Operational Circular for issue and listing of Non-convertible Securities, Securitised Debt
Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper”, dated August
10, 2021 (“Debt Listing Regulations”), debt listing agreement, SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 (as amended from time to time), -the Companies Act
and other applicable provisions under applicable laws, regulations and guidelines (“Relevant
Laws”) in connection with the issuance, allotment, listing and ensuring continued compliance of
the Debentures until the redemption in full of the Debentures. Further the Company undertakes to
comply with all regulations/provisions of Companies Act, 2013 and guidelines of other regulatory
authorities in respect of allotment of debentures till redemption5 of such Debentures.

D. The Agreement shall be effective on and from the date of execution and shall be in force till
all the moneys in respect of the Debentures have been fully paid-off or until the appointment
of the Debenture Trustee is terminated in accordance with the Debenture Trust Deed.

E. The Company shall inter-alia furnish / have furnished to the Debenture Trustee the following
documents:
a. Information Memorandum and/or Private Placement Offer Letter in relation to the Issue;
b. The necessary corporate authorisations by way of board resolution and/or shareholder
resolution for the Issue;
c. Agreement with the registrar and transfer agent to the Issue;
d. Letters from the Rating Agency regarding the rating afforded to the Debentures;
e. The Debenture Trustee Agreement;
f. Proof of credit / dispatch of Debenture Certificates;
g. Details of the depository with whom the Debentures are held in dematerialised form;
h. Latest Annual Report of the Company;
i. Debenture Trust Deed;

5
As per the SEBI DT Amendment Reg.2017
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j. Certificate issued by the registrar of companies in relation to the charge created to secure the
Debentures;
k. Security documents executed in relation to the Debentures;
l. Confirmation/proofs of payment of interest and principal made to the Debenture Holders on
the relevant due dates;
m. Statutory Auditor’s Certificate for utilization of funds/Issue proceeds;
n. Periodical reports on quarterly basis as per SEBI Regulations;
o. Information to be submitted to the recognized stock exchange, on which the Debentures are
proposed to be listed, on half yearly basis as per the Uniform Listing Agreement;
p. Beneficiary position reports as per list of debenture holders obtained from RTA;
q. In principle approval for listing of the Debentures from the recognized stock exchange on
which the Debentures are proposed to be listed;
r. a resolution for allotment of Debentures and a list of the first allottees within a period of 15
(fifteen) days from the date of allotment;
s. a return of allotment filed with the registrar of companies (Form No-PAS 3) within 30 (thirty)
days from the date of filing with the registrar of companies;
t. a complete record of private placement offers made by the Company (Form No-PAS 5) within
15 (fifteen) days from the date of filing with the registrar of companies;
u. a confirmation on the listing of the Debentures;
v. Certificate from the Director / Managing Director of the issuer company certifying the value
of the book debts / receivables on a quarterly basis;
w. Certificate from independent Chartered Accountant giving the value of book debts /
receivables on a quarterly basis;
x. Statutory auditor certificate, on a half yearly basis giving the value of book debt and
receivables, including compliance with the covenants of the offer document/ information
memorandum, in case where listed debt securities are secured by way of receivables;6
y. Information to enable the Debenture Trustee to carry out the necessary due diligence and
monitor the security cover on a quarterly basis and to ensure the implementation of the
conditions regarding creation of security for the debentures, if any, debenture redemption
reserve and recovery expense fund 7
z. Periodical reports / information on quarterly/ half yearly / annual basis as required to be
submitted to stock exchanges under the SEBI Debenture Regulations, NCS Regulation, debt
listing agreement or the SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 (as amended from time to time);
aa. Approval for listing of the Debentures from the stock exchange;
bb. Listing application along with the required details / annexures submitted to the stock
exchange ;
cc. Listing & trading permission from the Stock Exchange;
dd. Details of the recovery expenses fund to be created by the Company in the manner as may be
specified by the SEBI from time to time alongwith duly acknowledged letter / confirmation
from stock exchange on the amount of such fund maintained and the mode of maintenance.
ee. Bank account details of the Company along with copy of pre-authorisation letter issued by
Company to its banker in relation to the payment of redemption amount; and
ff. Such other documents as may be reasonably required by the Debenture Trustee in accordance
with the SEBI Regulations.

8. CONFIRMATION AND DECLARATION

6
As per the SEBI Amendment DT Reg. 2020 (Regulation 15 (1) (t))
7
As per the SEBI Amendment DT Reg. 2020 (Regulation 15 (1) (h) and 15(1) (t))
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 Private & Confidential (For Addressee Only)

(i) The Company declares and confirms that the Company or the person(s) in control of the
Company, or its promoter(s) have not been restrained or prohibited or debarred by the
Securities Exchange Board of India from accessing the securities market or dealing in
securities.

(ii) The Company hereby declares and confirms that, as on the date of this Agreement, and
the date of filing the Offer Document/Placement Memorandum/Disclosure Document, it
is an ‘eligible issuer’ in accordance with Regulation 5 (1) of the SEBI (Issue and Listing
of Non-convertible Securities) Regulation, 2021

(iii) The Company confirms that all necessary disclosures shall be made in the Information
Memorandum including but not limited to statutory and other regulatory disclosures.

(iv) The Company declares and confirms that it has given an undertaking in the offer
document that the assets on which the charge is created is free from encumbrances and if
assets are already charged to secure the debt, the permissions or consent to create pari
passu charge on the assets of the Issuer will be obtained from existing creditors.

(v) The Company agrees and confirms that the purpose of the issue is not for providing loan
to or acquisitions of shares of any person who is a part of the same group or who is under
the same management

(vi) The Company confirms that all necessary disclosures shall be made in the Shelf
Disclosure Document/Disclosure document/Private Placement Offer Letter including but
not limited to statutory and other regulatory disclosures. Investors should carefully read
and note the contents of the Information Memorandum/Disclosure document/ Private
Placement Offer Letter. Each prospective investor should make its own independent
assessment of the merit of the investment in the Debentures and the Company.
Prospective Investor 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
suitability of such investment to such investor’s particular circumstance. Prospective
investors are required to make their own independent evaluation and judgment before
making the investment and are believed to be experienced in investing in debt markets
and are able to bear the economic risk of investing in Debentures.

(vii) The Debenture Trustee ipso facto does not have the obligations of a borrower or a
principal debtor or a guarantor as to the monies paid/invested by the subscribers to the
Debentures.

(viii) The Company agree & undertake to comply with all regulations / provisions of the
Companies Act, 2013, guidelines of other regulatory authorities in respect of allotment of
debentures till redemption.

(ix) The Company agrees and undertakes that all stamp duty and other expenses pertaining to
the issue of the Debentures and execution of the transaction documents including the
instrument of Debentures shall be solely borne by the Company.

(x) In terms of Clause 3.2 of the SEBI Circular dated 23.06.2020, the Company shall on or
prior to the date of execution of Debenture Trust Deed, provide to the Debenture Trustee,
the bank account details from which the Company proposes to make the payment of
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 Private & Confidential (For Addressee Only)

redemption amount due to the Debenture Holder. Further, the Company undertakes that
it shall preauthorize the Debenture Trustee to seek the redemption amount payment
related information from the Bank.

Information/ documents to be provided by the Issuer Company, prior to entering into the Agreement:

Sl. No. Information/ Documents

i. Details of/ information in relation to the assets on which charge is proposed to be

created including: Details of Value of loans receivables;

ii. For encumbered assets, on which charge is proposed to be created, the following
information/ consents along-with their validity as on date of their submission:

(a) Details of existing charge over the assets along with details of charge holders
(b) value/ amount of the asset;
(c) copy of evidence of registration with Sub-registrar, Registrar of Companies,
CERSAI, Information Utility (IU) registered with Insolvency and Bankruptcy
Board of India (IBBI) etc. as applicable;
(d) Consent/ No-objection certificate (NOC) from existing charge holders for further
creation of charge on the assets
or
(e) relevant transaction documents wherein existing charge holders have given
conditional consent/ permission to the Issuer Company to create further charge
on the assets, along-with terms of such conditional consent/ permission, if any;
iii. An undertaking confirming that all the information provided to the Trustee are true and
correct and the trustee may in good faith rely upon and shall not be liable for acting or
refraining from acting upon such information furnished to it under this Agreement.

iv. Any other information, documents or records required by Debenture Trustee with
regard to creation of security and perfection of security.

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 Private & Confidential (For Addressee Only)

ANNEXURE V: APPLICATION FORM

HDFC CREDILA FINANCIAL SERVICES LIMITED

A public limited company incorporated under the Companies Act, 1956 with
CIN: U67190MH2006PLC159411
Date of Incorporation: February 1, 2006
Registered Office: B 301, Citi Point, Next to Kohinoor Continental,
Andheri - Kurla Road, Andheri (East), Mumbai 400 059
Telephone No: +91-22-2826 6636; Fax: +91-22-2471 2447
Website: www.hdfccredila.com

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

ISSUE OF UPTO 3000 SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE

DEBENTURES
Rs. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH AGGREGATING UPTO Rs. ______/-
(RUPEES _______________ONLY), FOR CASH AT PAR TO THE FACE VALUE

DEBENTURE SERIES APPLIED FOR:

Number of Debentures _________ In words _____________________________________

Amount Rs. _____________/- in words Rupees _______________________________ Only

DETAILS OF PAYMENT:

RTGS
No. _________________________________ Drawn on______________________________

Funds transferred to HDFC Credila Financial Services Limited

Dated ____________

Total Amount Enclosed

(In Figures) _______________ (In words) _______________________________________

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

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 Private & Confidential (For Addressee Only)

ADDRESS
STREET
CITY
PIN PHONE FAX

APPLICANT’S PAN/GIR NO. ___________ IT CIRCLE/WARD/DISTRICT ____

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY

TAX RESIDENTIAL STATUS RESIDENT ( ) NON-RESIDENT ( )

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 Conditions and wish to apply for allotment of these Debentures. We
request you to please place our name(s) on the Register of Holders.

Name of the Authorised Designation Signature

Signatory(ies)

Applicant’s
Signature

We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised 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 : Beneficiary Bank Name:

Account No:
(Settlement by way of Cheque / Demand Draft / Pay IFSC Code:
Order / Direct Credit / ECS / NEFT/RTGS/other Branch:
permitted mechanisms)

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 Private & Confidential (For Addressee Only)

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Information Memorandum is provided
by the Issuer and the same has not been verified by any legal advisors to the Issuer, the Arranger 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) the Applicant 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 Applicant in 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 Memorandum to such Transferee. In the event of any Transferee (including any
intermediate or final holder of the Debentures) suing the Issuer (or any person acting on its or their behalf)
we shall indemnify the Issuer and the Arranger (and all such persons acting on its or their behalf) and also
hold the Issuer and Arranger and each of such person harmless in respect of any claim by any Transferee.

Annexure containing information required under section 285BA of the Income Tax Act, 1961 is
enclosed with the Application Form.

Applicant’s Signature

FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________
(Note: Cheque and Drafts are subject to realisation)

------------------------------------------------- (TEAR HERE) --------------------------------------------

ACKNOWLEDGMENT SLIP
(To be filled in by Applicant) SERIAL NO. 0 1

Received from
Address ________________________________________________________________
______________________________________________________________________
Cheque/Draft/UTR # ______________ Drawn on _______________________________ for
Rs. ________________ on account of application of _____________________ Debenture
SECTION 11: DECLARATION

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SECTION11:DECLARATION
The Issuer declares that all the relevant provisions in the regulations/guidelines issued by RBI and/or SEBI
and other applieable laws have been complicd with and no statement made in this Information Memorandum
is contrary to the provisions of the regulations/guidelines issucd by SEBI and/or RBI and other applicable
laws, as the case may be. The information contained in this Information Mcmorandum is as applicable to
privately placed debt seeurities and subjcct to information available with the Is The cxtent of disclosures
made in the Infomation Memorandum is consistent with disclosurcs permitted by regulatory authoritics to
the issue of securitics made by the companies in the past.

We further declare that

a. The company is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 and the
Sccurities andExchange Board of India Act, 1992, Companies Act and the rules and regulations
made thercunder
b. The compliance with the Act and the rules does not imply that payment of dividend or interest or
repayment of debentures, if applicable, is guarantecd by the Central Government;
C. The monies received under the offer shall be used only for the purposes and objects indicated in the Offer
document
d. 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 form 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

NOTETO INVESTORS
Investment in non-convertible securities involve a degree of risk and investors should not invest any
funds in such securities unless they can afford to take the risk attached to such investments. Investors
are advised to take an informed decision and to read the risk factors carefully before investing in this
offering. For taking an investment decision, investors must rely on their examination of the issue
including the risks involved in it. Specific attention of investors is invited to statement of 'Risk Factors'
contained under Section 4 of this placement memorandum. These risks are not, and are not intended
to be, a complete list of all risks and considerations relevant to the non-convertible securities or
investor'sdecisionto purchasesuch securities.

For HDFC Credila Financial Services Limited

(Formerly known as HDFC Credila Financial Services Private Limited)

Name: Mr. Arijit Sanyal

Title: Managing Director & CEO

Date: 04/07/2022