No: ______________________Addressed to: _________________

INFORMATION MEMORANDUMFUSION MICRO FINANCE PRIVATE LIMITED

CIN: U65100DL1994PTC061287A private limited company incorporated under the Companies Act, 1956

Date of Incorporation: September 05, 1994Registered Office: H-1, Block C, Community Centre, Naraina Vihar, Near Gurudwara,

New Delhi, 110028 Telephone No.: +91 – 011 46646600

Website: http://www.fusionmicrofinance.com/

Information Memorandum for issue of Debentures on a private placement basis on June 29, 2020

Background

This Information Memorandum is related to the Debentures to be issued by Fusion Microfinance Private Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by the Issuer through resolutions passed by the shareholders of the Issuer on June 29, 2019 and the Board of Directors of the Issuer on June 27, 2020 and the Memorandum and Articles of Association of the Company. Pursuant to the resolution passed by the Company’s shareholders dated June 29, 2019 in accordance with provisions of the Companies Act, 2013, the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit, for amounts up to INR 4500,00,00,000/-/- (Rupees Four Thousand and Five Hundred Crores only). The present issue of NCDs in terms of this Information Memorandum is within the overall powers of the Board as per the above shareholder resolution(s).

General Risks

Investment in debt and debt related securities involve a degree of risk and Investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments and only after reading the information carefully. For taking an investment decision, the Investors must rely on their own examination of the Company and the Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of Investors is invited to the statement of Risk Factors at SECTION 3 of this memorandum of private placement for issue of Debentures on a private placement basis (“Information Memorandum” or “Disclosure Document”). This Information Memorandum has not been submitted, cleared or approved by SEBI.

Issuer’s Absolute Responsibility

The Issuer, having made all reasonable inquiries, confirms and represents that the information contained in this Information Memorandum/ Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document

Issue of 200 (Two Hundred) rated, unsubordinated, senior, redeemable, taxable, transferable, listed, non-convertible debentures of face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, aggregating up to Rs. 20,00,00,000/- (Rupees Twenty Crores only) on a private placement basis (the “Issue”).

as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Issuer is solely responsible for the correctness, adequacy and disclosure of all relevant information herein.

Credit Rating

The Debentures proposed to be issued by the Issuer have been rated by ICRA Limited (“Rating Agency” / “ICRA”). The Rating Agency has, vide its letter dated June 8, 2020 assigned a rating of “ICRA A-” (pronounced as “ICRA A Minus”) with ‘stable’ outlook in respect of the Debentures. The above rating is not a recommendation to buy, sell or hold securities and Investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the rating agency and should be evaluated independently of any other ratings. Please refer to Annexure II of this Information Memorandum for the letter dated June 8, 2020 from the Rating Agency assigning the credit rating abovementioned.

Issue Schedule

Issue Opens on: June 29, 2020Issue Closing on: June 29, 2020

Deemed Date of Allotment: June 30, 2020

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.

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

Debenture Trustee Registrar and Transfer Agent

Catalyst Trusteeship Limited810, 8th Floor, Kailash Building, 26, Kasturba Gandhi Marg,

New Delhi –110001

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound

L.B.S. Marg, Bhandup (West)Mumbai 400 078

Contact Person: Mr Ganesh JadhavTel: +91-22-25946970Fax: +91-22-25946969

Email: ganesh.jadhav@linkintime.com Website: http://www. linkintime.co.in

TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONSSECTION 2: NOTICE TO INVESTORS AND DISCLAIMERSSECTION 3: RISK FACTORSSECTION 4: FINANCIAL STATEMENTSSECTION 5: REGULATORY DISCLOSURESSECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULTSECTION 7: TRANSACTION DOCUMENTS AND KEY TERMSSECTION 8: OTHER INFORMATION AND APPLICATION PROCESSSECTION 9: DECLARATIONANNEXURE I: TERM SHEETANNEXURE II: RATING LETTERANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEEANNEXURE IV: APPLICATION FORMANNEXURE V: LAST AUDITED FINANCIAL STATEMENTSANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS

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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 Information Memorandum.

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to this Issue.

Applicable Law Includes all applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority and any modifications or re-enactments thereof.

Application Form The form used by the recipient of this Disclosure Document and/or the Private Placement Offer cum Application Letter(s), to apply for subscription to the Debentures, which is annexed to this Information Memorandum and marked as Annexure IV.

Assets means, for any date of determination, the assets of the Issuer on such date as the same would be determined in accordance with IND AS.

Board/Board of Directors The Board of Directors of the Issuer.Business Day means any day (other than a Saturday or Sunday or a public holiday

under Section 25 of the Negotiable Instruments Act, 1881) on which banks are open for general business in Mumbai, India and “Business Days” shall be construed accordingly.

CDSL Central Depository Services (India) Limited.Client Loan Each loan made by the Issuer as a lender, and “Client Loans” shall

refer to the aggregate of such loans.Change of Control means the shareholders of the Issuer (as on the Effective Date) ceasing

to:

(a) have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i) cast, or control the casting of, more than 67% (sixty seven percent) of the shareholding (on a fully diluted basis) of the Issuer; or

(ii) appoint or remove all or majority of the directors or the "key managerial personnel" (as defined in the Act) of the Issuer,

OR

(b) hold at least 67% (sixty seven percent) of the shareholding (on a fully diluted basis) of the Issuer.

Change of Control Event means any event, including without limitation, the issuance of any shares (whether equity or convertible into equity), or any transfer, sale, creation of security interest (including pledge) or encumbrance over any shares (whether equity or convertible into equity), which by itself, or together with other actions (including the conversion of any convert-ible instruments into equity shares) may result in a Change of Control.

Control has the meaning given to it in the Companies Act, 2013.Debentures / NCDs 200 (Two Hundred) rated, unsubordinated, senior, redeemable, taxable,

transferable, listed, non-convertible debentures bearing a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, aggregating to Rs. 20,00,00,000/- (Rupees Twenty Crores only).

Debenture Holders / The holders of the Debentures issued by the Issuer and shall include the

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Investors registered transferees of the Debentures from time to time.Debenture Trustee Catalyst Trusteeship LimitedDebenture Trustee Agreement

Agreement executed / 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.

Debenture Trust Deed Shall mean the debenture trust deed executed/to be executed by and between the Debenture Trustee and the Company inter alia recording the terms and conditions upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer.

Deemed Date of Allotment

June 30, 2020.

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, 2018, as amended from time to time.Depository Participant / DP

A depository participant as defined under the Depositories Act

Director(s) Director(s) of the Issuer.Disclosure Document / Information Memorandum

This document which sets out the information regarding the Debentures being issued on a private placement basis.

DP ID Depository Participant Identification Number.Due Date Any date on which the holders of the Debentures are entitled to any

payments, whether on maturity or earlier, on exercise of the option to redeem the Debentures prior to the scheduled Maturity Date or acceleration.

Early Redemption Date means the date on which the Company receives a notice from the Debenture Trustee in accordance with the paragraph on "Early Redemption" in Section 5.23

Early Redemption Event(s)

means the occurrence of any one of more of the following events:(a) any breach of any of the covenants set out the

Transaction Documents which, if capable of remedy, is not cured within such time period as prescribed under the Transaction Documents or any other such time period as may be prescribed by the Debenture Trustee (acting on the instructions of the Majority Debenture Holders);

(b) the rating of the Debentures is withdrawn or suspended by the Rating Agency; and/or

(c) occurrence of any Material Adverse Effect, including without limitation, in relation to the business, condition (financial or otherwise), operations, performance or prospects of the Company, due to any litigation, investigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which have been commenced or threatened against the Company, that affects the payment of the Outstanding Amounts to the Debenture Holders in any manner.

PROVIDED THAT no Early Redemption Event in respect of (c) above shall be deemed to have occurred if any occurrence referred in (c) above is remedied within (i) 30 (thirty) calendar days from its

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occurrence or (ii) such other time period as may be prescribed by the Debenture Trustee (acting on the instructions of the Debenture Holders).

Early Redemption Option has the meaning given to it in Section 5.23Equity means (a) the aggregate of (i) the issued and paid up equity shares of

the Company, (ii) all compulsorily convertible instruments and preference share capital of the Company, (iii) all reserves of the Company (excluding revaluation reserves and pertaining to instruments which are not equity shares or compulsorily convertible instruments), and (iv) any deferred tax liability, less (b) the aggregate of any dividend declared, any deferred tax assets, intangibles (including but not restricted to brand valuation, goodwill etc.) as per the latest audited financials of the Company.

EBP Guidelines means the guidelines issued by SEBI with respect to electronic book mechanism pursuant to the SEBI circular dated January 5, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/05) on "Electronic book mechanism for issuance of securities on private placement basis" read with the SEBI Circular dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122) on "Electronic book mechanism for issuance of securities on private placement basis - Clarifications" and the operational guidelines issued by the relevant Electronic Book Provider, as may be restated, amended, modified or updated from time to time.

Electronic Book Provider / EBP

has the meaning given to it under the EBP Guidelines.

EBP Platform has the meaning given to it under the EBP Guidelines.EFT Electronic Fund Transfer.Final Settlement Date means the date on which all Secured Obligations have been irrevocably

and unconditionally paid and discharged in full to the satisfaction of the Debenture Holders.

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.

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit, bill acceptance or bill endorsement facility or dema-terialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, loan stock or any similar instru-ment;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the IND AS be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the com-mercial effect of a borrowing;

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(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) shares which are expressed to be redeemable or shares which are the subject of a put option or any form of guaran-tee;

(i) any obligation under any put option in respect of any secur-ities;

(j) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institu-tion;

(k) any corporate/personal guarantee, a letter of comfort or any other similar contractual comfort issued or incurred in re-spect of a liability incurred by any other third person; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (k) above.

GAAP Generally Accepted Accounting Principles prescribed by the Institute of Chartered Accountants of India from time to time and consistently applied by the Issuer.

Governmental Authority The President of India, the Government of India, the Governor and the Government of any State in India, any Ministry or Department of the same, any municipal or local government authority, any authority or private body exercising powers conferred by applicable law and any court, tribunal or other judicial or quasi-judicial body and shall include, without limitation, a stock exchange and any regulatory body.

Gross Loan Portfolio means the outstanding principal amount of all Client Loans originated by the Issuer on its own books and the Off Balance Sheet Portfolio.

ICCL Means the Indian Clearing Corporation Limited.IND AS shall mean the Indian generally accepted accounting principles issued

under the Companies (Indian Accounting Standards) Rules, 2015, as amended, together with any pronouncements issued under applicable law thereon from time to time, and applied on a consistent basis

Initial Security Creation Date

means the date occurring on the expiry of a period of 30 (Thirty) calendar days from the Deemed Date of Allotment

Issue Private Placement of the Debentures.Issue Closing Date June29, 2020Issue Opening Date June29, 2020Issuer/ Company Fusion Microfinance Private Limited.Liabilities means, for any date of determination, the liabilities of the Company on

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

Majority Debenture Holder(s)

means such number of Debenture Holders collectively holding more than 50% (fifty percent) of the value of the Outstanding Principal Amounts of the Debentures.

Majority Resolution means a resolution approved by the Majority Debenture Holders who are present and voting or if a poll is demanded, by the Majority Debenture Holders who are present and voting in such poll.

Material Adverse Effect means the effect or consequence of an event, circumstance, occurrence

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or condition which has caused or could reasonably be expected to cause, as of any date of determination, a material and adverse effect:

(a) on the financial condition, business or operations of the Com-pany, environmental, social or otherwise or prospects of the Company. or

(b) on the ability of the Issuer to perform its obligations under the Transaction Documents. or

on the validity or enforceability of any of the Transaction Documents (including the ability of any party to enforce any of its remedies thereunder).

Moratorium Directions (COVID-19)

means, collectively, the RBI's circular no. DOR.No.BP.BC.47/21.04.048/2019-20 dated March 27, 2020 on "COVID-19 – Regulatory Package (Revised)", the RBI circular no. DOR.No.BP.BC.63/21.04.048/2019-20 dated April 17, 2020 on "COVID19 Regulatory Package - Asset Classification and Provisioning", the RBI circular no. DOR.No.BP.BC.71/21.04.048/2019-20 dated May 23, 2020 on "COVID-19 – Regulatory Package", and the RBI circular no. DOR.No.BP.BC.72/21.04.048/2019-20 dated May 23, 2020 on "COVID19 Regulatory Package – Review of Resolution Timelines under the Prudential Framework on Resolution of Stressed Assets" (each as amended, modified or restated from time to time)

NBFC Directions means the Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Issuer (Reserve Bank) Directions, 2016 dated September 1, 2016 and/or the Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 dated September 1, 2016 (each as amended, modified or restated from time to time) as may be applicable, read together with the Master Circular on "Non-Banking Financial Company-Micro Finance Institutions' (NBFC-MFIs) – Direction" issued by the RBI (as amended, modified or restated from time to time).

Net NPA means, on the Company's entire assets under management at any point of time, the difference between (a) the outstanding principal value of the Gross Loan Portfolio of the Company that has one or more instalments of principal overdue for 90 (ninety) days or more, including restructured loans but excluding loans that have been written off by the Company, and (b) all provisions created by the Company against standard assets, sub-standard assets, doubtful assets and loss assets.

Redemption Date June 30, 2023, being 36 (Thirty Six) months from the Deemed Date of Allotment

Net Worth has the meaning given to it in the ActN.A. Not Applicable.NBFC Non-banking financial companyNSDL National Securities Depository Limited.Off Balance Sheet Portfolio

means the outstanding principal balance of all Client Loans securitized, assigned, originated on behalf of other institutions otherwise sold off in respect of which the Issuer has provided credit enhancements in any form or manner whatsoever including Client Loans originated on behalf of other entities by entering into partnership agreements but not

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included on the Issuer's own book, excluding interest receivables and accrued interest

Outstanding Amounts means, at any date, the Outstanding Principal Amounts together with any interest, additional interest, costs, fees, charges, and other amounts payable by the Issuer in respect of the Debentures

Outstanding Principal Amounts

means, at any date, the principal amounts outstanding under the Debentures

PAN Permanent Account Number.PAR 90 means, on the Company's entire assets under management at any point

of time, the outstanding principal amounts of the relevant portfolio of the Company that has one or more instalments of principal, interest, penalty interest, fee or any other expected payments overdue for 90 (ninety) calendar days or more, including restructured Client Loans.

Private Placement Offer cum Application Letter

Shall mean the private placement offer cum application letter prepared in compliance with Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014.

Rating means rating of the Debentures being A-Rating Agency ICRA Limited, being a credit rating agency registered with SEBI

pursuant to SEBI (Credit Rating Agencies) Regulations 1999, as amended from time to time.

RBI Reserve Bank of India.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 3 (three) calendar days prior to such Due Date.

Register of Debenture Holders

The register maintained by the Company containing the name(s) of Debenture Holder(s) in the form and manner as prescribed under the Companies (Management and Administration Rules), 2014, which shall be maintained at the registered office of the Company.

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

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

and Exchange Board of India Act, 1992 (as amended from time to time).

SEBI Debt Listing Regulations

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation, 2008 issued by SEBI, as amended from time to time.

Secured Obligations means all present and future obligations (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever) of the Issuer to the Debenture Holders or the Debenture Trustee under the Transaction Documents, including without limitation, the making of payment of any interest, redemption of principal amounts, default interest, additional interest, liquidated damages and all costs, charges, expenses and other amounts payable by the Issuer in respect of the Debentures

Special Majority Debenture Holders

means such number of Debenture Holders collectively holding more than 75% (seventy five percent) of the value of the Outstanding Principal Amounts of the Debentures

Special Resolution means resolution approved by the Special Majority Debenture Holders who are present and voting or if a poll is demanded, by the Special Majority Debenture Holders who are present and voting in such poll

Step Down means the payment of interest at the Step Down Rate in accordance

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with Section 5.23.Step Down Rate Has the meaning given to it in Section 5.23Step Up means the payment of interest at the Step Up Rate in accordance with

Section 5.23.Step Up Rate Has the meaning given to it in Section 5.23Total Assets means, for any date of determination, the total Assets of the Issuer on

such dateTDS Tax Deducted at Source.Testing Date means the date occurring on the expiry of a period of 45 (forty five)

calendar days of each Quarterly DateThe Companies Act/ the Act

The Companies Act, 1956 as amended from time to time and to the extent repealed and replaced, by the Companies Act, 2013 shall mean the Companies Act, 2013 and the relevant rules issued thereunder.

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

Total Liabilities means, for any date of determination, the total Liabilities of the Company on such date

Transaction Documents means the documents executed or to be executed in relation to the issuance of the Debentures as more particularly set out in Section 7 of this Information Memorandum, and includes the DTD, the Deed of Hypothecation, the Debenture Trustee Agreement, the Debt Disclosure Documents, the letters issued by the Debenture Trustee, the Rating Agency and the Registrar and all other documents in relation to the issuance of the Debentures, and any other document designated as such by the Debenture Trustee (acting on the instructions of the Debenture Holders).

WDM Wholesale Debt Market segment of the BSE.Wilful Defaulter Shall mean an issuer who is categorized as a wilful defaulter by any

Bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

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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.

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. However, pursuant to the provisions of Section 42 of the Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the copy of this Information Memorandum/Private Placement Offer cum Application Letter(s) shall be filed with the ROC and SEBI within the stipulated timelines under the Companies Act.

This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations as amended from time to time and the applicable RBI Circulars governing private placements of debentures by NBFCs. This Information Memorandum has been prepared solely to provide general information about the Issuer to the eligible investors 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 potential Investor contemplating subscription to any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential Investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such potential Investor’s particular circumstances.

The Issuer confirms that, as of the date hereof, this Information 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 been authorized by the Issuer. The Issuer certifies that the disclosures made in this Information Memorandum and/or the Private Placement Offer cum Application Letter(s) are adequate and in conformity with the SEBI Debt Listing Regulations. Further, the Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum 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 would be doing so at its own risk.

This Information Memorandum, the Private Placement Offer cum Application Letter(s) and the 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 cum Application Letter(s) are

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intended to be used only by those potential 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 person other than those to whom Application Forms along with this Information Memorandum and the Private Placement Offer cum Application Letter(s) being issued have been sent. Any application by a person to whom the Information Memorandum and/or the Private Placement Offer cum Application Letter(s) 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 cum Application Letter(s) 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 cum Application Letter(s) 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 cum Application Letter(s) decides not to participate in the Issue, that recipient must promptly return this Information Memorandum and/or the Private Placement Offer cum Application Letter(s) 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 cum Application Letter(s) to reflect subsequent events after the date of Information Memorandum and/or the Private Placement Offer cum Application Letter(s) 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 cum Application Letter(s) 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 cum Application Letter(s) 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 cum Application Letter(s) in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential.

2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Debt Listing 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.

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2.3 DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. However, the Company undertakes to file this Information Memorandum and/or the Private Placement Offer cum Application Letter(s) with SEBI within 30 (Thirty) days from the Deemed Date of Allotment as per the provisions of the Act and the rules thereunder.

2.4 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to Investors as specified under the clause titled “Eligible Investors” of this Information Memorandum, who shall be/have been identified upfront by the Issuer as per the Electronic Book Mechanism. This Information Memorandum and/or the Private Placement Offer cum Application Letter(s) 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 New Delhi, India. This Information Memorandum and/or the Private Placement Offer cum Application Letter(s) does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

2.5 DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

2.6 DISCLAIMER IN RESPECT OF RBI

The Company is having a valid certificate of registration issued by the Reserve Bank of India under Section 45 IA of the Reserve Bank of India Act, 1934. However, the RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for repayment of deposits/ discharge of liability by the company.

2.7 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

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

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SECTION 3: RISK FACTORS

The following are the risks relating to the Company, the Debentures and the market in general envisaged by the management of the Company. Potential Investors should carefully consider all the risk factors in this Information Memorandum and/or the Private Placement Offer cum Application Letter(s) for evaluating the Company and its business and the Debentures before making any investment decision relating to the Debentures. The Company believes that the factors described below represent the principal risks inherent in investing in the Debentures but does not represent that the statements below regarding risks of holding the Debentures are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this Information Memorandum and/or the Private Placement Offer cum Application Letter(s) and reach their own views prior to making any investment decision.

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

Potential Investors should be aware that receipt of the principal amount and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential Investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed.

3.2 THE SECONDARY MARKET FOR DEBENTURES MAY BE ILLIQUID.

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential Investors may have to hold the Debentures until redemption to realize any value.

3.3 CREDIT RISK & RATING DOWNGRADE RISK

The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Issuer, there is a possibility that the Rating Agency may downgrade the rating of the Debentures. In such cases, potential Investors may incur losses on revaluation of their investment or make provisions towards sub-standard/ non-performing investment as per their usual norms.

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

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

3.5 TAX CONSIDERATIONS AND LEGAL CONSIDERATIONS

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

3.6 ACCOUNTING CONSIDERATIONS

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

3.7 SECURITY MAYBE INSUFFICIENT TO REDEEM THE DEBENTURES

In the event that the Company is unable to meet its payment and other obligations towards Investors under the terms of the Debentures, the Debenture Trustee may enforce the Security as per the terms of security documents, and other related documents. The Investor’s recovery in relation to the Debentures will be subject to (i) the market value of such secured property, (ii) finding willing buyers for the Security at a price sufficient to repay the potential Investors amounts outstanding under the Debentures. The value realised from the enforcement of the Security may be insufficient to redeem the Debentures.

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

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

3.9 LEGALITY OF PURCHASE

Potential Investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential Investor with any law, regulation or regulatory policy applicable to it.

3.10 POLITICAL AND ECONOMIC RISK IN INDIA

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

3.11 RISKS RELATED TO THE BUSINESS OF THE ISSUER

A. Majority of the Issuer’s loans are unsecured and the clients of these unsecured loans are of the high-risk category and if the Issuer is unable to control the level of non-performing loans (“NPAs”) in the future, or if the Issuer’s loan loss reserves are insufficient to cover future loan losses, the financial condition and results of operations may be materially and adversely affected.

A majority of the Issuer’s loans are unsecured and the clients of these unsecured loans are of the high-risk category. There is uncertainty on the client’s ability to fulfil its loan obligations as MFI clients typically do not have bank accounts or proper income proof verification so it can be difficult to verify all client details and assess the risk. Such non-performing or low credit quality loans can negatively impact our results of operations.

The Issuer has various procedures and process controls in place to mitigate the risk. All group lending loans are provided under the Grameen Model and based on the joint liability of the group.

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As on March 31, 2020, the gross NPA was 35.36 Crore on a gross portfolio of Rs. 3,599.46 Crores (including managed / securitized portfolio of Rs. 219.47 Crores).

B. The Issuer cannot assure that it will be able to effectively control and reduce the level of the NPAs of its Client Loans. The amount of its reported NPAs may increase in the future as a result of growth of Client Loans, and also due to factors beyond its control, such as over-extended member credit that it is unaware of. If the Issuer is unable to manage NPAs or adequately recover its loans, the results of its operations will be adversely affected.

The current loan loss reserves of the Issuer may not be adequate to cover an increase in the amount of NPAs or any future deterioration in the overall credit quality of Client Loans. As a result, if the quality of its total loan portfolio deteriorates the Issuer may be required to increase its loan loss reserves, which will adversely affect its financial condition and results of operations.

The members are poor and, as a result, might be vulnerable if economic conditions worsen or growth rates decelerate in India, or if there are natural disasters such as floods and droughts in areas where the Issuer’s members live. Moreover, there is no precise method for predicting loan and credit losses, and the Issuer cannot assure that it’s monitoring and risk management procedures will effectively predict such losses or that loan loss reserves will be sufficient to cover actual losses. If the Issuer are unable to control or reduce the level of its NPAs or poor credit quality loans, its financial condition and results of its operations could be materially and adversely affected.

C. The Issuer’s business operates through a large number of rural and semi urban branches and is exposed to operational risks including fraud

The Issuer is exposed to operational risks, including fraud, petty theft and embezzlement, as it handles a large amount of cash due to high volume of small transactions. This could harm its operations and its financial position.

As the Issuer handles a large amount of cash through a high volume of small transactions taking place in its network, the Issuer is exposed to the risk of fraud or other misconduct by its employees or outsiders. These risks are further compounded due to the high level of delegation of power and responsibilities that the Issuer’s business model requires. Given the high volume of transactions processed by the Issuer, certain instances of fraud and misconduct may go unnoticed before they are discovered and successfully rectified. Even when the Issuer discovers such instances of fraud or theft and pursue them to the full extent of the law or with its insurance carriers, there can be no assurance that the Issuer will recover any such amounts. In addition, the Issuer’s dependence upon automated systems to record and process transactions may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect.

The Issuer maintains an internal audit process to ensure the operations team follows the defined procedures and reports any deviations to the operations staff and management team. The Issuer also has a strong MIS system that has a wide range of data that can be used to monitor financial and operational performance.

To mitigate the above risk, the Issuer maintains an internal audit process to ensure the operations team follows the defined procedures and reports any deviations to the operations staff and management team. The Issuer also has a MIS system able to generate data analysis that can be used to monitor financial and operational performance.

D. Loans due within two years account for almost all of the Issuer’s interest income, and a significant reduction in short term loans may result in a corresponding decrease in its interest income

All of the loans the Issuer issues are due within approximately two years of disbursement. The relatively short-term nature of the Issuer’s loans means that the Issuer’s long-term interest income stream is less certain than if a portion of its loans were for a longer term. In addition,

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the Issuer’s customers may not obtain new loans from the Issuer upon maturity of their existing loans, particularly if competition increases. The potential instability of the Issuer’s interest income could materially and adversely affect the Issuer’s results of operations and financial position.

The loans given by the issuer are at fixed interest rate, and the tenor of the underlying asset has increased from one year to two year which has provided stability to the portfolio and interest income and has also smoothened operating expense.

E. The Issuer is exposed to certain political, regulatory and concentration of risks

Due to the nature of its operations, the Issuer is exposed to political, regulatory and concentration risks. The Issuer believes a mitigant to this is to expand its geographical reach and may consequently expand its operations to other states. If it is not effectively able to manage such operations and expansion, it may lose money invested in such expansion, which could adversely affect its business and results of operations.

Large scale attrition, especially at the senior management level, can make it difficult for the Issuer to manage its business.

If the Issuer is not able to attract, motivate, integrate or retain qualified personnel at levels of experience that are necessary to maintain the Issuer’s quality and reputation, it will be difficult for the Issuer to manage its business and growth. The Issuer depends on the services of its executive officers and key employees for its continued operations and growth. In particular, the Issuer’s senior management has significant experience in the microfinance, banking and financial services industries. The loss of any of the Issuer’s executive officers, key employees or senior managers could negatively affect its ability to execute its business strategy, including its ability to manage its rapid growth. The Issuer’s business is also dependent on its team of personnel who directly manage its relationships with its members. The Issuer’s business and profits would suffer adversely if a substantial number of such personnel left the Issuer or became ineffective in servicing its members over a period of time. The Issuer’s future success will depend in large part on its ability to identify, attract and retain highly skilled managerial and other personnel. Competition for individuals with such specialized knowledge and experience is intense in this industry, and the Issuer may be unable to attract, motivate, integrate or retain qualified personnel at levels of experience that are necessary to maintain its quality and reputation or to sustain or expand its operations. The loss of the services of such personnel or the inability to identify, attract and retain qualified personnel in the future would make it difficult for the Issuer to manage its business and growth and to meet key objectives.

F. The Issuer’s business and results of operations would be adversely affected by strikes, work stoppages or increased wage demands by employees

The employees are not currently unionized. However, there can be no assurance that they will not unionize in the future. If the employees unionize, it may become difficult to maintain flexible labour policies, and could result in high labour costs, which would adversely affect the Issuer’s business and results of operations.

G. The Issuer’s insurance coverage may not adequately protect it against losses. Successful claims that exceed its insurance coverage could harm the Issuer’s results of operations and diminish its financial position

The Issuer maintains insurance coverage of the type and in the amounts that it believes are commensurate with its operations and other general liability insurances. The Issuer’s insurance policies, however, may not provide adequate coverage in certain circumstances and may be subject to certain deductibles, exclusions and limits on coverage.

In addition, there are various types of risks and losses for which the Issuer does not maintain insurance, such as losses due to business interruption and natural disasters, because they are either uninsurable or because insurance is not available to the Issuer on acceptable terms. A successful assertion of one or more large claims against the Issuer that exceeds its available

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insurance coverage or results in changes in its insurance policies, including premium increases or the imposition of a larger deductible or co-insurance requirement, could adversely affect the Issuer’s business, financial condition and results of operations.

H. The Issuer requires certain statutory and regulatory approvals for conducting its business and the failure to obtain or retain them in a timely manner, or at all, may adversely affect operations

NBFCs in India are subject to strict regulation and supervision by the RBI. Pursuant to guidelines issued by the RBI (circular dated August 3, 2012 and NBFC-MFI Directions) the Issuer is required to maintain its status as a NBFC- MFI in order to be eligible for categorization as priority sector advance for bank loans. See ‘risk factor titled ―Current Microfinance Industry Challenges’ for details. The Issuer requires certain approvals, licenses, registrations and permissions for operating its business, including registration with the RBI as a NBFC-MFI. Further, such approvals, licenses, registrations and permissions must be maintained/renewed over time, applicable requirements may change and the Issuer may not be aware of or comply with all requirements all of the time. Additionally, the Issuer may need additional approvals from regulators to introduce new insurance and other fee based products to its members. In particular, the Issuer is required to obtain a certificate of registration for carrying on business as a NBFC-MFI that is subject to numerous conditions. In addition, its branches are required to be registered under the relevant shops and establishments laws of the states in which they are located. The shops and establishments laws regulate various employment conditions, including working hours, holidays and leave and overtime compensation. If the Issuer fails to obtain or retain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all, its business may be adversely affected. If the Issuer fails to comply, or a regulator claims that it has not complied, with any of these conditions, the Issuer’s certificate of registration may be suspended or cancelled and it shall not be able to carry on such activities. If the Issuer fails to comply with the NBFC-MFI Directions and fails to maintain the status of NBFC-MFI, it will not be eligible for priority sector loans from the Indian banking sector and may also attract penal provisions under the RBI Act, 1934 for non-compliance.

I. Competition from banks and financial institutions, as well as state-sponsored social programs, may adversely affect our profitability and position in the Indian lending industry

The Issuer faces most significant competition from other NBFCs and banks in India. Many of the institutions with which Issuer competes have greater assets and better access to, and lower cost of, funding than the issuer. In certain areas, they may also have better name recognition and larger member bases than Issuer. The Issuer anticipates that it may encounter greater competition as they continue expanding the operations in India, which may result in an adverse effect on the business, results of operations and financial condition.

J. The economic fallout from the spread of the COVID-19 virus may impact the Issuer’s business prospects, financial condition, result of operations and credit risk

The spread of the COVID-19 virus has affected millions across the globe and the same coupled with measures taken by the governments including lockdowns/ curfew has not only affected day to day lives of people but has also given a hard blow to the supply chain of factories, with trade routes being disturbed and slowing down of the industry, trade, commerce and business activities across all sectors.

The COVID-19 virus pandemic is however also adversely affecting, and is expected to continue to adversely affect, our operations, liquidity and cashflows.

While the extent of negative financial impact cannot be reasonably estimated at this time, a sustained economic slowdown may significantly affect our business, financial condition, liquidity, cashflows and results of operations and the same will depend on future developments, which are highly uncertain and cannot be predicted, including new information

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which may emerge concerning the severity of the COVID-19 virus and the actions to contain the COVID-19 virus or treat its impact, among others. Consequently, there may be a negative effect on the Company’s ability to service the obligations in relation to the Debentures.

SECTION 4: FINANCIAL STATEMENTS

The audited financial statements of the Issuer for the FY ended 31.03.2020 are set out in Annexure V hereto

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SECTION 5:REGULATORY DISCLOSURES

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

5.1 Documents Submitted to the Exchanges

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

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports;C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements;D. Certified copy of the Board Resolution dated June 27, 2020 authorising the issuance of the

Debentures;E. Certified true copy of the shareholders' resolution passed by the Company at the Annual

General Meeting held on June 29, 2019 authorizing the Company to borrow, upon such terms as the Board may think fit, upto an aggregate limit of INR 4500,00,00,000/-/- (Rupees Four Thousand and Five Hundred Crores Only);

F. Certified true copy of the shareholders' resolution passed by the Company at the Annual General Meeting held on June 29, 2019 authorizing the Company to create security in respect of its borrowings under Section 180(1)(a) of the Companies Act, 2013;

G. Certified true copy of the shareholders' resolution passed by the Company at the Annual General Meeting held on June 29, 2019 authorizing the Company to issue non-convertible debentures under Section 42 of the Companies Act, 2013;

H. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, 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 debt securities have been listed, within 15 (Fifteen) working days of execution of the same;

I. Where applicable, an undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, in favour of the trustees to the proposed issue has been obtained; and

J. Any other particulars or documents that the recognized stock exchange may call for as it deems fit.

5.2 Documents Submitted to Debenture Trustee

The following documents have been/shall be submitted to the Debenture Trustee in electronic form (soft copy) on or before the allotment of the Debentures:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports;C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements;D. Latest audited / 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

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

5.3 Name and Address of Registered Office of the Issuer:

Name of the Issuer: Fusion Micro Finance Private Limited

Registered Office of Issuer: H-1, Block C, Community Centre, Naraina Vihar, Near Gurudwara, New Delhi – 110028.

Corporate Office of Issuer: H-1, Block C, Community Centre, Naraina Vihar, Near Gurudwara, New Delhi – 110028.

Compliance Officer of Issuer: Mr. Deepak Madaan

CEO of Issuer: Mr. Devesh Sachdev

Registration Number: B-14.02857

Corporate Identification Number: U65100DL1994PTC061287

Phone No.: +91 – 011 - 46646600

Fax No.: -

Contact Person: Mr. Deepak Madaan

Email: deepak.madaan@fusionmicrofinance.com

Website of Issuer: www.fusionmicrofinance.com

Auditors of the Issuer: S.R. Batliboi & Associates LLP Tower B, Golf View Tower,

Sector Road, Sector 42, Gurgaon - 122002

Trustee to the Issue: Catalyst Trusteeship Limited, 810, 8th Floor, Kailash Building, 26, Kasturba Gandhi Marg,

New Delhi –110001

Registrar to the Issue: Link Intime India Private Limited C-13, Pannalal Silk Mills Compound

L.B.S. Marg, Bhandup (West) Mumbai 400078

Credit Rating Agency: ICRA LimitedAddress: 1809-1811,

Shapath V, Opp. Karnavati Club, S.G Highway, Ahmedabad - 380015

Arrangers: Northern Arc Capital Limited10th Floor-Phase 1, IIT-Madras Research Park,Kanagam Village, Taramani, Chennai 600113

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

A. Overview:

Fusion Microfinance Private Limited (“Fusion”) is a non-deposit taking NBFC registered with the Reserve Bank of India. The Company started its operation in the year January 2010. The Company’s mission is “To provide underprivileged women with economic opportunities to transform the quality of their lives”. The organisation is promoted by Mr. Devesh Sachdev. Mr. Devesh is an XLRI Post Graduate with 20 + year experience in the service industry.

Fusion is head quartered in New Delhi and is operational in the less penetrated area of Assam, Bihar, Chhattisgarh, Delhi, Gujarat, Haryana, Himachal Pradesh, Jharkhand, Madhya Pradesh, Maharashtra, Odisha, Punjab, Puducherry, Rajasthan, Uttar Pradesh, Uttarakhand, Tamil Nadu, and West Bengal. Fusion follows the Grameen model of Joint Liabilities Group for its unsecured group loan product.

Industry Overview

Indian microfinance now has 70 million borrower accounts, by-far the largest in any country across the world. Over the last year Indian microfinance institutions that are organised as NBFC-MFIs and operating in remote rural areas of India have emerged as effective financial intermediaries offering an alternative to the inaccessible formal financial institutions. Most of them who received funding and growth capital from banks, have demonstrated commendable scale, sustainability and impact.

Many NBFC-MFIs have received a good quantum of capital in FY 2014 in the form of both debt and equity. Almost all NBFC-MFIs (less than INR 1000 crores of assets under management) have been consistent in their growth, maintaining excellent portfolio quality in FY 2015.

As a result of a crisis in the MFI industry on October 2010 in the southern state of Andhra Pradesh, the RBI set up a committee to study issues and concerns in the MFI sector, which provided the Malegam Committee Report. The Malegam Committee Report has made various operational and financial recommendations on the microfinance sector that may have negative implications on the operating and financial performance of MFIs including the Issuer. Some of the recommendations made include:

(i) Increase in regulatory restrictions on a NBFC-MFI (minimum net worth, establishing client protection codes, increase in information technology systems and corporate governance, maintenance of solvency and penalty on MFI for non-compliance);

(ii) State level legislations to be enacted for regulation of MFIs; Maximum indebtedness of an individual borrower;

(iii) Maximum annual income of a household qualifying for a loan from an NBFC-MFI;(iv) Maximum number of loans to an individual borrower;(v) Restrictions on the end usage of the loan for income generating purposes; and

(vi) Maximum interest rate and maximum margin over cost of funds, maximum processing fees.

Most of the recommendations made under the Malegam Committee Report in January 2011 have been accepted by RBI and the RBI has issued circular dated July 20, 2012 to banks stating that bank loans to micro finance sector will be eligible for categorization as priority sector advance if they meet the eligibility criterias set out in the said circular and has created a new category of NBFCs called the Non-Banking Financial Company-Micro Finance Institution (the NBFC-MFIs). The directions issued by the RBI on August 3, 2012 have been incorporated and now form part of the NBFC-MFI Directions. The NBFC-MFI Directions have been further modified on April 08, 2015

All non-deposit taking NBFCs (other than a company licensed under Section 25 of the Indian Company Act, 1956) that has not less than 85% of its net assets in the nature of ―qualifying assets and has a minimum net owned funds of Rs. 5 Crores other than the ones registered in north eastern region of the country for which net owned fund requirement stands at Rs. 2 Crores. The existing

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NBFCs to be classified as NBFC-MFIs will be required to comply with the NBFC-MFI Directions w.e.f. April 01, 2012. Existing NBFCs with asset size of more than Rs. 100 Crores are required to maintain a minimum CRAR of 15% from Dec 2, 2011 onwards. Some of the key requirements of the NBFC-MFI Directions and subsequent modifications which the Issuer is required to comply with which will affect the business operations of the Issuer, which are:

i. All registered NBFCs intending to convert to NBFC-MFI must seek registration with immedi-ate effect and in any case not later than October 31, 2012, subject to the condition that they shall maintain Net Owned Funds (NOF) at Rs.3 Crores by March 31, 2013 and at Rs.5 Crores by March 31, 2014, failing which they must ensure that lending to the Microfinance sector i.e. individuals, SHGs or JLGs which qualify for loans from MFIs, will be restricted to 10 per cent of the total assets.

ii. NBFC-MFIs are required to maintain not less than 85 per cent of their net assets as Qualifying Assets. In view of the problems being faced by NBFCs in complying with these criteria on ac-count of their existing portfolio, it has been decided that only the assets originated on or after January 1, 2012 will have to comply with the Qualifying Assets criteria. As a special dispens-ation, the existing assets as on January 1, 2012 will be reckoned towards meeting both the Qualifying Assets criteria as well as the Total Net Assets criteria.

iii. Rate of interest on individual loans may exceed 26%, the maximum variance permitted for in-dividual loans between the minimum and maximum interest rate cannot exceed 4 per cent.

iv. Maintain margin cap of 10% for NBFC- MFIs with assets more than INR 100 Crores and 12% for NBFC-MFIs with assets less than INR 100 Crores

v. NBFC-MFIs are also required to ensure that the aggregate amount of loans given for income generation is not less than 50 per cent of the total loans extended.

vi. NBFI MFIs will have to ensure compliance with, among others, conditions relating to annual household income levels Rs. 100,000/- for rural and Rs. 160,000/- for urban and semi urban households, total indebtedness not to exceed Rs. 100,000/- membership of SHG/JLG, borrow-ing sources as well as percentage of qualifying assets and percentage of income generating as-sets

vii. Maintain fair practices in lending as stated in the NBFC-MFI Directions;viii. Ensure that it has a code of conduct and systems are in place for supervision of field staff such

that non- coercive methods for recovery are used;ix. Ensure corporate governance norms are adopted and there is improvement in efficiency, in-

formation technologies etc.; and submit statutory auditors certificate with reference to the pos-ition of the company as at end of the financial year ended March 31, every year which should also indicate that the company fulfils all conditions stipulated to be classified as an NBFC-MFI.

B. Corporate Structure

(i) Vision and Mission:

The Company's mission is "A self-sustainable financial institution which leverages the distribution network to channel other products and services”.

The Company’s vision is “Fusion microfinance has a social vision and business orientation aims to provide underprivileged women with economic opportunities to transform the quality of their lives”.

(ii) Current Corporate Status:

The Issuer was incorporated as a private limited company and is currently registered as a NBFC-MFI with the RBI. The Issuer derives the following benefits of being registered as an NBFC-MFI:

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Access to Funds: Commercial lenders have greater comfort lending to a regulated NBFC-MFI with transparent ownership. As an Issuer, Fusioncan raise equity and offer commercial returns.

Diverse Funding Sources: An NBFC-MFI can access commercial investors and international capital markets, diversifying away from donors or members as equity funders.

Commercialisation: Classifying Fusion as an NBFC-MFI increases its commercial credibility and integrates it and its clients into the formal financial sector which ultimately increases its outreach potential.

Mainstream Resources: As a for-profit commercial NBFC-MFI, Fusion will be more likely to attract mainstream capital resources which Societies or Trusts would find difficult to attract.

Regulatory Coverage: As Fusion grows in size, operating as an NBFC-MFI within the regulatory framework mitigates risks from political and regulatory intervention.

Stakeholder Involvement: As an NBFC-MFI, Fusion can bring a variety of stakeholders to the table, including clients, management, employees and investors.

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(iii) Brief Profile of the Board of Directors:

Board of Directors

Name Designation Experience

Mr. Devesh Sachdev

MD & CEO

An XLRI Post Graduate with more than 20 years of experience in the Service Industry prior to starting this venture. He started his career with Citigroup and was part of Credit Card Operations team in Delhi for 4 years.His entrepreneurial quest started with BSA, a small size logistics company. He spearheaded the growth of BSA from single city operations, limited service offerings to Pan India foothold and diversified services making BSA the Market Leader in its segment. He was also responsible for developing and retaining relationship with Multinational Banks, leading Private Banks, Telecom Companies and other Corporates. He took BSA to new heights, he made it operational in 26 cities which had 500 employees, 300 business associates handling transaction of around 4 million per month. Devesh was the first professional manager to be appointed Director on the Board of all the group companies of BSA. Amongst the diverse experiences, his expertise lies in building business, managing large teams in a cost-efficient manner, strategy, key relationship management and handling all dimensions of the business.Under his leadership, Fusion has grown into one of the leading microfinance institutions and continues to expand its operations.

In 2015, he attended and successfully completed Strategic leadership program in Harvard Business School.

Mr. Kenneth Dan Vander

Weele

Nominee Director

Mr. Kenneth Dan Vander Weele is a co-founder and partner in Creation Investments Capital Management, LLC, a fund management company that manages several specialized private equity vehicles that invest in emerging market financial services companies serving poor clients.From 2000 until 2009 Mr. Vander Weele served as the President of the Investment Services Division at Opportunity International, a major microfinance network. Mr. Vander Weele was responsible for the development and oversight of all commercial MFIs within the Opportunity Network, garnering over $1 billion in assets during his tenure. During this period, Mr. Vander Weele was involved in forming three microfinance banks in Eastern Europe (Forus Bank-Russia, Opportunity Bank-Montenegro, and Opportunity Bank-Serbia), and Ken served as the board chair of each bank.Between 1991 and 2000, Mr. Vander Weele held various positions within the Opportunity International Network, including Global COO, Regional Vice President for Eastern Europe and Interim CEO.From 1975 to 1981, Mr. Vander Weele held various positions at Grant Thornton, CPAs, in their Madison, Boston, Chicago, and US National Office. From 1981 to 1991, he was the Senior Vice President, CFO and a founding shareholder of Graphisphere Corporation, a graphic arts holding company with private equity shareholders, until it was sold to a strategic buyer.Mr. Vander Weele was also a founder and the board chair of the Microfinance Centre for Eastern Europe from 1998 until 2006 and

26

Board of Directors

Name Designation Experience

the Balkan Financial Sector Equity Fund from 2005 to 2011.Mr. Vander Weele has a PhD in international economics from Oxford University, and a BBA in Accounting from the University of Wisconsin. Ken is also a CPA.

Mr. Pradip Kumar Saha

IndependentDirector

Mr. Saha was a Chief General Manager, Small Industries Development Bank of India (SIDBI) and senior development banker with more than 36 years of experience in development banking.He started his banking career with IDBI and has been with SIDBI since its inception. During his long career in IDBI & SIDBI, he has handled various departments, some as Head of Department. Specific contributions made by him in HR, Project Finance, SIDBI Foundation for Micro Credit (SFMC), Promotion and Development departments is worth mentioning

Mr. Narendra Ostawal

Director-Nominee

Mr. Narendra Ostawal leads investment evaluation in the financial services sector for his current employer, Warburg Pincus India Private Limited (“WP India“) and was associated with various investments of the Warburg Pincus group including Kotak Mahindra Bank, Capital First Limited and AU Financiers (India) Limited (now AU Small Finance Bank). He is a Chartered Accountant and has completed Bachelor of Commerce from Bangalore University and Post Graduate Diploma in Business Management from Indian Institute of Management, Bangalore.

Ms Ratna Vishwanathan

Director - Independent

Ratna Viswanathan has been the CEO of MFIN for the last three years and was Dy. CEO prior to that. She has built a strong Self-regulating Organisation in line with the sector supervision mandate of the RBI and has brought in a strong sense of credibility for the sector as far as the external world is concerned. She has put in place a very valuable property in terms of the international microfinance conclave which is now an annual feature and has enhanced the visibility of the sector.

Ms Namrata Kaul

Additional Director

Namrata Kaul is a career banker with extensive experience of over 30 years across Treasury , Corporate Banking , Debt Capital markets and Corporate finance in India and UK. As Managing Director at Deutsche Bank AG, Namrata led the Corporate Bank practice as its India Head. She was also responsible for managing risk, credit, compliances and regulatory reporting for the Corporate portfolio of the Bank. In Deutsche Bank U.K., as part of the Strategic Leadership Team aiming to strengthen cross border networks , she set up an Asia Desk in London. Namrata was a member of the Deutsche Bank Asia Executive Committee, a Member of the Board of Deutsche Bank India, and a founding member of the Deutsche Bank Diversity Council.

(iv) Brief Profile of the management of the Company:

Management DetailsName Designation Experience

Mr. Tarun Mehndiratta

Chief Operating Officer

Tarun comes to Fusion with more than 25 years of rich experience with reputed MNC’s like Citi Corp Finance India Ltd, GE Capital India and GE joint venture with SBI in India. His 12 years with GE contributed in making him a specialist in leading largescale operations with expertise in New Business Development for the

27

Management DetailsName Designation Experience

Commercial & Retail Asset lending segments.In his last assignment, Tarun was heading Banca Channel in SBI Cards Payments & Services Ltd.: An SBI – GE Capital India JV which is currently contributing 40% in new sourcing for SBI Cards from SBI and Associate Banks pan India. An inspirational team leader and a problem-solver with strong focus on root-cause analysis for internal process improvements in both manual and automated environments, Fusion stands to benefit a lot from his rich and varied experience. He brings a wealth of knowledge in Management & Strategy from his previous work experiences. Tarun is an MBA from Institute of Marketing and Management, New Delhi.

Mr. Gaurav Maheshwari

Chief Financial Officer

Gaurav comes to Fusion with rich experience of 14 years in corporate finance with different business houses of India i.e. Aditya Birla Group and Avantha Group (Thapar’s). His Last assignment was with Avantha Group in their Corporate Finance division. By profession, Gaurav is a Chartered Accountant with Master’s in Business Finance.

Mr. Satish Mani Vice President – Risk & Audit

He has worked for companies like GE Capital, ICICI Bank Ltd, Kotak Mahindra Bank Ltd, Sundaram Finance Limited, UB group etc. He was involved in audit for various PSU's, companies and Bank's like GAIL, COAL India, SAIL, MUL, HINDALCO, HAL, WAPCOS, Indian Overseas Bank, Indian Bank, Bank of India, NFL, RCF, Indian Red Cross Society, etc. spread across India.

Mr. Ankush Ahluwalia

Senior Vice President –

Business Operation

Ankush has more than 14 years of rich experience in the field of Business Operations and People Management. He has worked with organizations of high repute like GE Capital, Kotak Mahindra, Religare etc.

Ms. Lekshmi Bhargavi

Vice President-Human Resource &

Admin

Lekshmi comes to Fusion with 14+ years of rich experience having handled leadership roles with reputed companies like Vistaar Financial Services, Toyota Financial Services, and O&M. Lekshmi is a Post Graduate in Human Resources from SDM-IMD and a B. Com from Kerala University.

Mr. Deepak Madaan

Vice President - Company Secretary

He has a corporate experience of over 12 years and prior to joining our Company, he worked with Almondz Group in Merchant Banking, Secretarial & legal Department as Company Secretary and Compliance Officer and has also worked with Century Group in the past.

Mr. Mohd M Hossain

Dy Vice President -IT & operations

He has more than 14 years of experience in the service industry as a head of MIS and backend processing.

Mr. Rohit Dhiman

Assistant Vice President – Business

Excellence

Rohit Dhiman is a Lean Six Sigma Professional and Change Management Leader. A Certified Master Black Belt, he commenced his Fusion journey with a vintage of over 12 years having worked with Global Brands like MetLife, WNS and eFunds. Having worked in consulting assignments of diversified portfolios across geographies, Rohit is instrumental in process reengineering by implementing Lean Methodologies and Six Sigma framework with best practices of pioneers like TQMI and

28

Management DetailsName Designation Experience

QAI Global.

Rohit is a Post Graduate in Mass Communications and a Commerce Graduate. He is a member of ISQ and is actively associated with the Delhi based Quality Management Organization. He is certified from AXELOS Global Best Practice in ITIL(f)V3

Ms. Shalini Singh

Assistant Vice President- SPM &

CSR

She started her career as an Asst. TV Producer but being a philanthropist at heart she decided to pursue her humanitarian interest. She made an important contribution in organizing fund raising campaign for the mid-day meal program, first of its kind charity dinner, setting up a mobile hospital, organizing health camps and running vocational training centres for under privileged school children.

x. Business Segments

MFI PRODUCT DETAILS

Product Feature Purpose Eligibility (Including Fusion Loan)10000 1 Year IGL Max Indebtedness -125000, 2 Loan12000 1 year IGL Max Indebtedness - 125000, 2 Loan15000 1.5 year/1 years IGL Max Indebtedness -125000, 2 Loan18000 1 Year IGL Max Indebtedness -125000, 2 Loan20000 2 years IGL Max Indebtedness -125000, 2 Loan25000 2 years IGL Max Indebtedness -125000, 2 Loan30000 2 years IGL Max Indebtedness -125000, 2 Loan35000 2 Years IGL Max Indebtedness -125000, 2 Loan40000 2 Years IGL Max Indebtedness -125000, 2 Loan45000 2 Years IGL Max Indebtedness -125000, 2 Loan

50000 - 60000 2 Years IGL Max Indebtedness -125000, 2 Loan

Cross Sell / Individual

Loan1-3 Years Individual Loan N.A.

xi. Lending Methodology

Origination Process:

The process starts with village meetings conducted by ROs to spread word about Fusion, its loan products, mission and eligibility criteria. There villagers are encouraged to form groups and meet the RO to get loans.

Groups are formed by members meeting the eligibility criteria. The group formation involves enrolment of the members, KYC form filling and identity documents collection. The information collected for each borrower includes complete household level information like monthly income, expense, type of house, number of dependents, age and education profile of members plus caste and religion. The KYC also captures other loans undertaken and the purpose for which new loan is sought.

Loan Utilization Check:

29

Loan utilization check is performed for loans by the RO for all the loans.

Collections & Recovery

Clearly defined policies for handling defaults & follow-up are in place. Policies for follow-up are based on making use of peer pressure to ensure repayments.

MIS

Fusion has implemented a real time, database independent, cloud based web application “Shakti” which is developed by Qbrik Technologies, Chennai. Shakti is built on open-source platform using the Linux-Apache-MySQL-PHP (LAMP) stack for both the front-end and back-end processing. It has several levels of security built in to the architecture. It has a tier IV data centre ensuring strong firewall and security on the dedicated servers. At the database level, all input content from the users are sanitized and scrubbed before loading to the tables.

Database and other auxiliary data from the production version will be periodically backed up to data storage DR server so that it is available on standby mode. Processes are completely automated with built-in triggers and alerts to be sent out to our support desk for immediate attention.

Risk Management:

The branches are subject to both regular audit and surprise audits. The regular audit is conducted by the Audit Officer and is conducted on a quarterly basis. Fusion plans to conduct two types of audit - Comprehensive branch audit, to be conducted quarterly and for all branches and Spot audits, to be conducted randomly. The Spot Audits will be conducted based upon concerns raised during the regular audits as well as random visits to branches. Fusion is in the process for setting up processes for Branch Audit policies.

The Branch Audit will involve checking which includes cash and cash management practices, adherence to process and systems, record keeping processes.

Audit team size

VP-Risk & Audit reports to the Audit Committee and dotted line to CEO.

Frequency of Internal Audit

We are covering all branches detailed on quarterly basis and on monthly basis we are doing short Audits and departments wise of Head Office are also being covered on quarterly basis

Scope of Internal Audit:

Scope of Internal Audit of Branches will include:

Audit of Branch’s Field Operations:

Physical verification of centre formation, Conducting GRT, House visit Attending collection meeting, Timely arrival of RO and members in the centre meting Handling of cash at the centre and Receipt process etc. Loan Utilization check.

30

Audit of Branch’s back office Operations:

Maintenance of various standard registers in soft / hard copy, and other allied records, protec-tion of valuables viz; cash, numbered stationery Receipt Books and Control over Cheque Books,

Keys to premises, cash safe etc. Processing of Loan applications within the TAT of 15 days from the date of formation of

Centre. Level of Knowledge of procedures of Branch officials, Attendance of staff & Leave Record, advice to Head office for salaries calculation for the

month by the cut-off date, Preservation of various manuals and other official records, Maintenance & general cleanliness of branch & RO’s residence.

Branch Audit- In Branch Audit, we will include the following: Centre Audit Branch function Audit Branch Grading

Centre Audit: Sampling- 25% of centres formed in last 3 months and 20% of centres formed before last 3 months.

RO Rating: Sampling – 20% of the centre managed by the RO.

In each selected centre, 2 members of each group in the centre will be covered in the audit.

S no

Branch Score Branch Grade Comments

1 90% + GREEN Good- Keep it up2 75.1 % -90% YELLOW Acceptable- strive for better

3 60.1% - 75% RED Weak systems –Immediate actions Required

4 Less than 60% BLACK Stop fresh Disbursement- drastic improvements required

BRANCH NAME LAST AUDIT SCORE 80.00 DIFFERENCE(+/-) 20.00Score Obtained

Branch Grade Green

Parameters Maximum Score Score Obtained Weightage Final ScoreField Processes 100 100.00 50% 50.00Branch Processes 100 100.00 10% 10.00Branch Record Keeping & Reporting 100 100.00 10% 10.00Cash Management 100 100.00 10% 10.00Monitoring Mechanism 100 100.00 15% 15.00Fair Practice Code implementation 100 100.00 5% 5.00

Total 100% 100.00

100.00

Very Good-Keep it up

Version 1.1 Released March 2016

B. Key Operational and Financial Parameters for the last 3 audited years on a consolidated basis (wherever available) else on a standalone basis.

(Rs. in Crores)

Parameters 31-Mar- 31-Mar- 31-Mar- 31-Mar-20

31

17 18 19Audited Audited Audited Audited

Net worth 222.54 257.7 622.66 1,198.89

Total Debt 938.1 1,604.80 2648.67 2,973.68

- Non-current maturities of long term Borrowings 617.75 1,002.49 1419.48 1,264.4

7

- short term borrowings 18.00 120.82 96.84 259.86

- Current maturities of long term Borrowings (Including CCD) 302.35 481.49 1132.35 1,449.3

5

Net Fixed Assets 4.36 4.72 5.35 6.04

Non-Current Assets 202.35 547.25 775.43 51.79

Cash and Cash equivalents 166.51 505.83 935.13 817.75

Current investments 210.51 0.5 0.50 0.50

Current Assets 1,016.08 1,421.21 2633.54 4,188.21

Current liabilities 375.92 706.58 1361.96 3,030.52

Assets Under Management 827.16 1,555.60 2641.39 3,607.71

Off balance sheet assets 76.14 232.91 299.56 199.59

Interest Income 184.9 254.52 486.26 720.26

Interest Expense 97.44 136.6 244.21 337.67

Provisioning & write Offs 25.62 88.32 28.83 92.70

PAT 4.10 (39.41) 65.35 70.12

Gross NPA (%) 0.38% 3.98% 1.41% 0.96%Net NPA (%) 0.14% 0.16% 0.00% 0.00%Tier I Capital Adequacy Ratio (%) 19.94% 15.14% 23.36% 33.00%Tier II Capital Adequacy Ratio (%) 6.03% 6.73% 3.97% 2.73%

C. Gross Debt: Equity Ratio of the Company (As on March 31, 2020):

Before the issue of debt securities 2.48After the issue of debt securities 2.50

Calculations

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

Debt – INR Crore 2973.68Equity – INR Crore 1198.89Debt/Equity 2.48

32

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

Debt – INR Crore 2993.68Equity – INR Crore 1198.89Debt/Equity 2.50

D. Project cost and means of financing, in case of funding new projects: N.A.5.5 A Brief history of Issuer since its incorporation giving details of its following activities:

A. Details of Share Capital as on last quarter end i.e. March 31, 2020:

Share Capital Amounts (INR)AuthorizedEquity Share Capital 900,000,000Preference Share Capital 50,000,000TOTAL 950,000,000

Issued and Subscribed Equity Shares 843,263,880Preference Shares 0TOTAL 843,263,880

Paid- upFully Paid Up Equity Shares 803,837,160Partly Paid up Equity Shares 3,942,672Preference Shares 0TOTAL 807,779,832

B. Changes in its capital structure as on last quarter end i.e. March 31, 2020, for the last five years:

Date of Change

(AGM/EGM)

Authorised Capital in Rs.

Particulars

24.12.2009 20,000,000 The Authorized Share capital of the Company was increased from Rs. 50,00,000/- (Rupees Fifty Lakh only) to Rs.2,00,00,000/- (Rupees Two Crore) in the Extraordinary General Meeting held on 24.12.2009.

05.04.2010 6,00,00,000 The Authorized Share capital of the Company was increased Rs.2,00,00,000/- (Rupees Two Crore) to  Rs. 6,00,00,000/- (Rupees Six Crore only) in the Extraordinary General Meetsing held on 05.04.2010.

21.03.2011 120,000,000 The Authorized Share capital of the Company was increased from Rs. 6,00,00,000/- (Rupees Six Crore only) to Rs. 12,00,00,000/- (Rupees Twelve Crore only) in the Extraordinary General Meeting held on 21.03.2011.

07.03.2013 120,000,000 The Authorized Share capital of the company reclassified into 12,000,000 equity shares in the Extraordinary General Meeting.

30.06.2014 22,00,00,000 The Authorized Share capital of the Company was increased from Rs. 12,00,00,000/- (Rupees Twelve Crore only) to Rs. 22,00,00,000/- (Rupees Twenty Two Crore only) in the Extraordinary General Meeting held on 30.06.2014.

12.03.2015 28,00,00,000 The Authorized Share Capital of the Company was increased from Rs. 22,00,00,000/- (Rupees Twenty Two Crore only) to Rs. 28,00,00,000/- (Rupees Twenty Eight Crore only) in the Extraordinary General Meeting held on 12.03.2015.

11.05.2016 450,000,000 The Authorized Share Capital of the Company was increased from Rs. 28,00,00,000/- (Rupees Twenty Eight Crore only) to Rs. 45,00,00,000/- (Rupees Forty Five Crore only) in the Extraordinary

33

General Meeting held on 11.05.2016

30.06.2017 550,000,000

The Authorized Share Capital of the Company was increased from Rs. 45,00,00,000/- (Rupees Forty Five Crore only) to Rs. 550,000,000 (Rupees Fifty Five Crores only) in the Annual General Meeting held on 30.06.2017

28.08.2018 750,000,000

The Authorized Share Capital of the Company was increased from Rs. 55,00,00,000/- (Rupees Fifty Five Crore only) to Rs. 750,000,000 (Rupees Seventy Five Crores only) in the Annual General Meeting held on 28.08.2018

05.12.2019 950,000,000

The Authorized Share capital of the company was increased from Rs. 75,00,00,000/- (Rupees Seventy-Five Crore only) to Rs. 95,00,00,000 (Rupees Ninety-Five Crores only) in the Extra ordinary General Meeting held on 05.12.2019.

C. Equity Share Capital History of the Company as on last quarter end i.e. March 31, 2020, for the last five years:

  Cumulative Paid Up Capital Date

of allotm

ent

Name of Investor

No. of equity shares

Face Value

Issue Price**

Nature of Allotment

No of Equity Shares

Equity Share

Capital

Equity Share

Premium

16-02-2010

Ashish Tewari *50,400 10 10 Equity 5

0,400 504,000 -

16-02-2010

Payal Mittal 24,600 10 10 Equity 7

5,000

750,000 -

16-02-2010

Devesh Sachdev 75,000 10 10 Equity 15

0,000

1,500,000 -

18-02-2010

Praveen Choudhary 50,000 10 10 Equity 20

0,000

2,000,000 -

18-02-2010

Poonam Batra 50,000 10 10 Equity 25

0,000

2,500,000 -

18-02-2010

Devesh Sachdev &

Mini Sachdev

40,000 10 10 Equity 290,000

2,900,000

-

18-02-2010

Praveen Choudhary 50,000 10 10 Equity 34

0,000

3,400,000 -

18-02-2010

Yashvir Singh 50,000 10 10 Equity 39

0,000

3,900,000 -

12-03-2010

Mini Sachdev 160,000 10 10 Equity 55

0,000

5,500,000 -

12-03-2010

Raghvendra Mittal 50,000 10 10 Equity 60

0,000

6,000,000 -

12-03-2010

Mini Sachdev 40,000 10 10 Equity 64

0,000

6,400,000 -

12-03-2010

Yogesh Sharma 25,000 10 10 Equity 66

5,000

6,650,000 -

23-03-2010

Vishal Nagpal 25,000 10 10 Equity 69

0,000

6,900,000 -

23-03-2010

Monika Sharma 25,000 10 10 Equity 71

5,000

7,150,000 -

23-03-2010

Shashi Bala Wahi 25,000 10 10 Equity 74

0,000

7,400,000 -

34

23-03-2010

Devesh Sachdev/Mini Sachdev

30,000 10 10 Equity 770,000

7,700,000

-

31-03-2010

Jasbinder Singh Toor 50,000 10 10 Equity 82

0,000

8,200,000 -

31-03-2010

Meenakshi Rao 50,000 10 10 Equity 87

0,000

8,700,000 -

31-03-2010

Meenakshi Rao 30,000 10 10 Equity 90

0,000

9,000,000 -

31-03-2010

Tarika Sachdev Rajeev

Sachdev

35,000 10 10 Equity 935,000

9,350,000

-

31-03-2010

Payal Mittal Tewari

149,500 10 10 Equity 1,084,500

10,845,000 -

31-03-2010

Lokesh Chauhan,

Karta, Lokesh

Chauchan (HUF)

25,000 10 10 Equity 1,109,500

11,095,000 -

31-03-2010

Soniya Vikrant

Bhagwant/Vikrant Vishwas

Bhagwant

25,000 10 10 Equity 1,134,500

11,345,000 -

31-03-2010

Sawant Jayram Vishnu/ Sewant

Kumudini Jayaram

25,000 10 10 Equity 1,159,500

11,595,000 -

10-05-2010 Pooja Chib 25,000 10 10 Equity 1,18

4,500 11,845,000 -

10-05-2010

Kapil Juneja 25,000 10 10 Equity 1,20

9,500 12,095,000 -

10-05-2010

Sridhar Kuchibhotl

a50,000 10 10 Equity 1,25

9,500 12,595,000 -

10-05-2010 Atma ram 200,000 10 10 Equity 1,45

9,500 14,595,000 -

10-05-2010

Diwan Chand 25,000 10 10 Equity 1,48

4,500 14,845,000 -

10-05-2010

Ravi Nagpal 25,000 10 10 Equity 1,50

9,500 15,095,000 -

10-05-2010 Anil Bholla 50,000 10 10 Equity 1,55

9,500 15,595,000 -

10-05-2010

Anju Bholla 50,000 10 10 Equity 1,60

9,500 16,095,000 -

10-05-2010

Ankur Singhal 150,000 10 10 Equity 1,75

9,500 17,595,000 -

10-05-2010

Suresh Chand Jain 40,000 10 10 Equity 1,79

9,500 17,995,000 -

35

10-05-2010

Shobna Ganesh Deodhar

50,000 10 10 Equity 1,849,500

18,495,000 -

10-05-2010

Ashish Tewari Karta, Ashish Tewari (HUF)

45,000 10 10 Equity 1,894,500

18,945,000 -

10-05-2010

RSL Tewari,

Karta, RSL Tewari(HU

F

65,000 10 10 Equity 1,959,500

19,595,000 -

10-05-2010

Aruna Tewari 10,000 10 10 Equity 1,96

9,500 19,695,000 -

10-05-2010

Lokesh Tuteja 50,000 10 10 Equity 2,01

9,500 20,195,000 -

10-05-2010

Praveen Coudhary 60,000 10 10 Equity 2,07

9,500 20,795,000 -

10-05-2010

Mini Sachdev 100,000 10 10 Equity 2,17

9,500 21,795,000 -

10-05-2010

Devesh Sachdev 190,000 10 10 Equity 2,36

9,500 23,695,000 -

10-05-2010

Vishal Nagpal 25,000 10 10 Equity 2,39

4,500 23,945,000 -

10-05-2010

Poonam Batra 55,000 10 10 Equity 2,44

9,500 24,495,000 -

14-05-2010

Ashish Tewari 145,000 10 10 Equity 2,59

4,500 25,945,000 -

14-05-2010

Devesh Sachdev 145,000 10 10 Equity 2,73

9,500 27,395,000 -

28-05-2010

RIF-NORTH2

2,237,314 10 10 Equity 4,97

6,814 49,768,140 -

12-10-2011

Devesh Sachdev 100,000 10 10 Equity 5,07

6,814 50,768,140 -

12-10-2011

Ashish Tewari 100,000 10 10 Equity 5,17

6,814 51,768,140 -

07-03-2013

RIF-NORTH2

1,956,000 10 10 Equity 7,13

2,814 71,328,140 -

07-03-2013

RIF-NORTH2

1,043,860 10 10 Equity 8,17

6,674 81,766,740 -

07-03-2013

NMI FRONTIER FUND

2,026,316 10 10 Equity 10,20

2,990 102,029,900 -

        10   10,35

4,703 103,547,030 -

24-06-2014

Devesh Sachdev 151,713 10 10 Equity

24-06-2014

Ashish Tewari 151,712 10 10 Equity 10,50

6,415 105,064,150 -

29-09-2014

RIF-NORTH2

1,453,986 10 10 Equity 11,96

0,401 119,604,010 -

29-09- NMI 2,822,4 10 10 Equity 14,78 14 -

36

2014 Frontier 42 2,843 7,828,430

29-09-2014

Fusion Employees

Benefit trust

288253 10 10 Equity 15,071,096

150,710,960 -

27-04-2015

Fusion Employees

Benefit trust

1,557,110 10 10 Equity 16,62

8,206 166,282,060 -

19-06-2015

Belgian Investment Company

for Developing Countries

SA

1,004,920 10 10 Equity 17,63

3,126 176,331,260 -

19-06-2015

Oikocredit, Ecumenical Developme

nt Co-Operative Society

U.A.

1,004,920 10 10 Equity 18,63

8,046 186,380,460 -

11-05-2016

Belgian Investment Company

for Developing Countries

SA

2,650,000 10 10 Equity 21,28

8,046 212,880,460 -

11-05-2016

Oikocredit, Ecumenical Developme

nt Co-Operative Society

U.A.

2,650,000 10 10 Equity 23,93

8,046 239,380,460 -

05-07-2016

Devesh Sachdev 735,530 10 10 Equity 24,67

3,576 246,735,760 -

05-07-2016

Fusion Employees

Benefit trust

85,141 10 10 Equity 24,758,717

247,587,170 -

12-08-2016

Creation Investments Fusion,

LLC

3,700,000 10 10 Equity 28,45

8,717 284,587,170 -

12-08-2016

Global Financial Inclusion

Fund

3,330,000 10 10 Equity 31,78

8,717 317,887,170 -

12-08-2016

Belgian Investment Company

for Developing Countries

SA

1,480,000 10 10 Equity 33,26

8,717 332,687,170 -

12-08-2016

Oikocredit, Ecumenical

1,406,000 10 10 Equity 34,67

4,717 346,747,170 -

37

Development Co-

Operative Society

U.A.

30-12-2017

Creation Investments Fusion,

LLC

5,041,716 10 10 Equity 39,71

6,433 397,164,330 -

30-12-2017

Devesh Sachdev

1,099,295 10 10

Partly - Paid up Equity

share

40,815,728

398,263,62

5 -

08-02-2018

Oikocredit, Ecumenical Developme

nt Co-Operative Society

U.A.

1,545,455 10 10 Equity 42,36

1,183 413,718,17

5 -

08-02-2018

Global Financial Inclusion

Fund

209,091 10 10 Equity 42,570,274

415,809,085 -

16-07-2018

Fusion Employees

Benefit Trust

549,647 10 10 Equity 43,119,921

421,305,555 -

16-07-2018

Devesh Sachdev 647,659 10 10

Partly - Paid up Equity

share

43,767,580

421,953,214 -

15.10.2018

Small Industries

Development Bank of

India

625,093 10 10 Equity 44,392,673

428,204,144 -

05.12.2018

Honey Rose

Investment Ltd

19,475,461 10 10 Equity 63,86

8,134 622,958,75

4 -

05.12.2018

Devesh Sachdev

1,352,454 10 10

Partly - Paid up Equity

share

65,220,588

624,311,208 -

16.07.2019

Fusion Employees

Benefit Trust

549,647 10 10 Equity 65,770,235 629,807,678

-

20.12.2019

Honey Rose

Investment Ltd

1,23,93,280 10 10

Equity

78,163,515 753,740,478 -

20.12.2019

Creation Investments Fusion II,

LLC

48,19,609 10 10

Equity

82,983,124 801,936,568 -

38

20.12.2019 Devesh

Sachdev8,43,26

4 10 10Partly - Paid

up Equity share

83,826,388 802,779,832 -

**Issue price here indicates the nominal value*Prior to this, the Company has allotted 5,00,000 equity shares with paid up value of Rs. 50,00,000/-. After inclusion of said allotment the cumulative number of equity shares and paid up share capital of the Company as on date is 84,326,388 and Rs. 807,779,832 respectively.

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

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

5.6 Details of the shareholding of the Company as on the latest quarter end, i.e., March 31, 2020:

A. Shareholding pattern of the Company as on the latest quarter end, i.e., March 31, 2020:

Sr. No.

Name of Holder Class Number of Shares

%age of Holding

Number of shares held in Demat Form

1  Devesh Sachdev Promoter 5,553,414 6.59% 5,553,414

2 Mini Sachdev Promoter's Groups 305,000 0.36% 305,000

3Oikocredit, Ecumenical Development Co-Operative Society U.A.

Investors 6,606,375 7.83%-

4 Creation Investments Fusion LLC (“Creation”) Investors 15,321,043 18.17% 15,321,043

5 Creation Investments Fusion II LLC (“Creation II”) Investors 9,954,529 11.80% 4,819,609

6 Global Financial Inclusion Fund (“Gawa”) Investors 3,539,091 4.20% 3,539,091

7 Fusion Employees Benefit Trust Trust 1,827,536 2.17% 1,827,536

8 Employees & Other IndividualsEmployees & Other Individuals

196,670 0.23%109,775

9 Honey Rose Investment Ltd ("Warburg Pincus") Investors 41,022,730 48.65% 41,022,730

10 Total 84,326,388 100.00% 72,498,198

Preference Shareholding Structure as on March 31, 2020

Name of Share Holders / Particulars No of Shares Share Value % of shareholding

-Nil - Nil - Nil - NilTOTAL - - -

Notes: Details of Shares pledged or encumbered by the promoters (if any): None

B. List of top 10 holders of equity shares of the Company as on March 31, 2020:

Sr. No. Name of Holder Class Number of

Shares%age of Holding

Number of shares held in Demat

39

Form

1. Honey Rose Investment Ltd ("Warburg Pincus") Investors 41,022,730 48.65% 41,022,730

2. Creation Investments Fusion LLC (“Creation”) Investors 15,321,043 18.17% 15,321,043

3.Oikocredit, Ecumenical Development Co-Operative Society U.A.

Investors 6,606,375 7.83% -

4.Creation Investments Fusion II LLC (“Creation II”)

Investors 9,954,529 11.80% 4,819,609

5. Devesh Sachdev Promoter 5,553,414 6.59% 5,553,414

6. Global Financial Inclusion Fund (“Gawa”) Investors 3,539,091 4.20% 3,539,091

7. Fusion Employees Benefit Trust Trust 1,827,536 2.17% 1,827,536

8. Mini Sachdev Promoter's Groups 305,000 0.36% 305,000

9. Employees & Other Individuals

Employees & Other

Individuals196,670 0.23% 109,775

5.7 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 the date of this Information Memorandum:

S. No

Name of the Director

Designation DIN Address Occupation

1Devesh Sachdev

Managing Director & CEO

02547111

A-247/2 Phase-1, Ashok Vihar Delhi 110052

Service

2

Pradip Kumar Saha

Independent Director

02947368

1st Floor, N/E Flat No-5, 459 (498), Purbaloke (Kalikapur) Kolkata 700099 WB

Retired Banker

3

Namrata Kaul Additional Director

00994532

B2-301, the world SPA west sector-30/41 Gurgaon Haryana India 122001

Service

4Kenneth Dan Vander Weele

Nominee Director

02545813

4455, East North, Water Street, #2101, Chicago, IL 60611

Chief investment Officer

5

Ratna Dharashree Vishwanathan

Independent Director

07278291

E-402, Central Park 1 sector 42 Gurgaon, Haryana 122002

UN Environment-SIFF

6

Narendra Ostawal

Nominee Director

06530414

G/601, Gundecha Gardens, Bombay Gas Compound, Lalbaug, Mumbai-400012

Service

40

*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any: NIL

B. Details of change in directors since last three years as on March 31, 2020:

Name Designation

DIN Date of Appointment/ Resignation

Director of the Company since (in case

of resignation)

Remarks

Mr. Nitin Gupta

Independent Director

03316274

28-06/2019 04-09-2015 Due to pre-occupation

Ms. Anita Alcira Serrate Cortez

Nominee Director

07216795

09/01/2018 19/06/2015 Resigned Due to pre occupation

Mr. Albert Hofsink

Nominee Director

02422809

20/12/2019 19/06/2015 Appointment

Mr. Pradip Kumar Saha

Additional Director

02947368

12/02/2016 - Appointment

Mr. Javed Ahmad Siddiqui

Additional Director

07288484

04-12-2018 12-02-2016 Pursuant to the terms of Share Purchase

AgreementMr. Kenneth Dan Vander

Weele

Nominee Director

2545813 12-08-16 - Appointment

Mr. Aditya Bhandari

Nominee Director

03062463

28-12-2017 22-Jun-10 As per minimum threshold for directorship mentioned in Shareholder’s

AgreementMs. Laetitia Ann Lillane

Counye

Nominee Director

06990144

04-12-2018 08-02-2018 Pursuant to the terms of Share Purchase

AgreementMs. Ratna Dharashree Vishwanath

an

Independent Director

07278291

24-05-2018 - Appointment

Mr. Njord Andrewes

Nominee Director

04-12-2018 07-03-2013 Pursuant to the terms of Share Purchase

AgreementMr.

Narendra Ostawal

Nominee Director

06530414

05-12-2018 - Appointment

Ms. Namrata

Kaul

Additional Director

00994532

18-02-2020 - Appointment

*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any: Nil

5.8 Following details regarding the auditors of the Company:

41

A. Details of the auditor of the Company:

Name Address Auditor Since RemarksS.R. Batliboi & Associates LLP

Tower B, Golf View Tower, Sector Road, Sector 42, Gurgaon - 122002 June 29, 2019 Appointment

B. Details of change in auditors since last three years:

Name AddressDate of Appointment / Resignation

Auditor Since Remarks

B S R & Associates LLP

8-2-618/2, Reliance Humsafar, 4th Floor, Road No.11, Banjara Hills, Hydrabad-500034, India

June 29, 2019 (Completion of Term)

Jan 2010Resignation as auditor of the Company

S.R. Batliboi & Associates LLP

Tower B, Golf View, Tower, Sector Road, Sector 42, Gurgaon - 122002

June 29, 2019 June 2019

Appointment as statutory auditor of the Company

5.9 Details of borrowings of the Company, as on latest quarter end i.e. March 31, 2020:

A. Details of Secured Loan Facilities as on March 31, 2020

Sr. No. Lender Name

Type of Instru-ments

Category

Amt OS_MAR'

20In Cr

FD Mar-gin %

1 Bank of Baroda Secured Public Banks 49.68 10.00%

110.00%

2 State Bank of India Secured Public Banks 23.95 5.00% 110.00%

3 Small Industries Development Bank of India Secured DFIs 49.90 2.50% 100.00%

4 INDIAN BANK Secured Public Banks 49.63 10.00%

110.00%

5 UNION BANK Secured Public Banks 19.71 10.00%

110.00%

6 Oriental Bank of Commerce Secured Public Banks 6.45 10.00%

110.00%

7 National Bank for Agriculture and Rural De-velopment Secured DFIs 286.00 0.00% 112.00

%

8 Micro Units Development and Refinance Agency Secured DFIs 49.53 10.00

%100.00

%

9 BNP Paribas Secured Private Bank 52.94 5.00% 100.00%

10 Standard chartered Bank Secured Private Bank 189.88 0.00% 110.00%

11 HDFC Bank Limited_Term loan Secured Private Bank 84.27 10.00%

110.00%

12 Ratnakar Bank Limited Secured Private Bank 137.68 0.00% 110.00%

13 DCB Bank Limited Secured Private Bank 32.97 5.00% 100.00%

14 Yes Bank Limited Secured Private Bank 41.08 5.00% 100.00%

15 Kotak Mahindra Bank Limited Secured Private Bank 47.16 5.00% 105.00%

16 Axis Bank Limited Secured Private Bank 130.17 2.50% 110.00%

17 IndusInd Bank Limited Secured Private Bank 1.32 6.00% 9.50%

18 Utkarsh Small Finance Bank Limited Secured Private Bank 8.32 5.00% 100.00%

42

19 HSBC Bank Secured Private Bank 249.76 0.00% 105.00%

20 Federal Bank Secured Private Bank 45.35 0.00% 120.00%

21 Fincare Small Finance Bank Ltd Secured Private Bank 2.76 5.00% 110.00%

22 Bandhan Bank Ltd Secured Private Bank 185.34 0.00% 105.00%

23 Woori BANK Secured Private Bank 35.75 5.00% 110.00%

24 Equitas Small Finance Bank Secured Private Bank 37.37 0.00% 110.00%

25 UJJIVAN Small Finance Bank Limited Secured Private Bank 38.00 0.00% 110.00%

26 CREDIT AGRICOLE Secured Private Bank 32.35 0.00% 100.00%

27 Au Small Finance Bank Limited Secured Private Bank 25.60 0.00% 110.00%

28 IDFC First Bank Limited Secured Private Bank 209.66 0.00% 110.00%

29 ICICI Bank Limited Secured Private Bank 100.02 0.00% 110.00%

30 City Bank Secured Private Bank 69.97 0.00% 100.00%

31 BAJAJ Finserv Secured NBFCs 16.61 0.00% 110.00%

32 Mahindra & Mahindra Financial Services Lim-ited Secured NBFCs 9.21 0.00% 110.00

%

33 MAS Financial Services Limited Secured NBFCs 35.56 - 110.00%

34 NABKISAN FINANCE LIMITED Secured NBFCs 16.32 0.00% 110.00%

35 Hinduja Leyland Finance Ltd Secured NBFCs 15.06 0.00% 110.00%

36 Shriram City Union Finance Ltd. Secured NBFCs 7.48 0.00% 110.00%

37 Manappuram Finance Limited Secured NBFCs 44.73 0.00% 110.00%

38 Muthoot Capital Services Ltd Secured NBFCs 6.63 0.00% 105.00%

39 Sundaram Finance Ltd. Secured NBFCs 12.98 0.00% 115.00%

40 IFMR FImpact Investment Private Limited Secured Domestic NCD

9.99 0.00% 0.00%

41 Hinduja Leyland Finance Ltd Secured Domestic NCD

3.33 0.00% 110.00%

42 Blue Orchard (Microfinance Fund) Secured Foreign NCD

46.94 0.00% 105.00%

43PETTELAAR EFFECTENBE-WAARBEDRIJF N.V. (ASN Microcredit Fund TJ )

Secured Foreign NCD

52.38 0.00% 100.00

%

44 Triodos Fare Share Fund Secured Foreign NCD

31.47 0.00% 100.00%

45 Triodos Microfinance Fund Secured Foreign NCD

31.47 0.00% 100.00%

46 Incofin Administered Fund Secured Foreign NCD

30.99 0.00% 100.00%

47 Incofin Administered Fund Secured Foreign NCD

24.96 0.00% 100.00%

48 AAV Saral-Symboitic III Secured Foreign NCD

18.87 0.00% 100.00%

49 AAV Saral-Symboitic IV Secured Foreign NCD

34.72 0.00% 100.00%

B. Details of Unsecured Loan Facilities as on March 31, 2020:

43

Lender’s Name Type of Facil-ity

Amount Sanc-tioned

Principal Amount Out-

standing

Repayment Date/Schedule

(INR Crores)SIDBI Sub Debt 7.0 7.0 72

IDFC First Bank Limited Sub Debt 30.0 30.0 72

Northern Arc Capital Ltd Sub Debt 30.0 29.71 66

IFMR Fimpact Long Term Credit Fund Sub Debt 35.0 34.93 73

IFMR Fimpact Medium Term Oppor-tunity Fund Sub Debt 15.0 14.97 73

UTI International Wealth Creator ("re-sponsAbility")

NCD (US)55.00 54.90 108

UTI International Wealth Creator ("re-sponsAbility")

NCD (US)35.00 34.89 72

IFMR Fimpact Income Builder Fund MLD

NCD (US)25.00 24.96 43

C. Details of Non-Convertible Debentures as on March 31, 2020:

Debenture Series

Tenor /Period of Ma-turity

Coupon (Rate of Interest)

Amount OS

Date of allot-ment (MM-DDYY)

Redemp-tion Date/ Schedule (MM-DDYY)

Credit Rat-ing

Se-cured / Unse-cured

Se-curity

Hinduja Ley-land Finance Limited

36 12.10% 3.33

09-04-2017 08/31/20 CAR

E A- Secured 100.00%

IFMR FIm-pact Invest-ment Private Limited

69 15.00% 9.99

05/31/15 12/18/20 CARE A- Secured 110.0

0%

IFMR Fim-pact Income Builder Fund MLD

43 13.25%-13.75% 24.97

03-06-2018

09-02-2021

CARE A-

Unse-cured 0.00%

Blue Orchard (MF)_III 60 13.60%

46.94 08/31/16 08/31/21 ICR

A A- Secured 105.00%

ASN Micro-credit Fund ( TJ )

72 12.75% 52.38

06-02-2016 05/16/22 ICR

A A- Secured 100.00%

AAV Saral-Symboitic III 36 12.30%

18.87 03/14/18 03/14/21 ICR

A A- Secured 100.00%

AAV Saral-Symboitic IV 36 12.20%

24.96 10/22/18 10/22/21 ICR

A A- Secured 100.00%

UTI Interna-tional Wealth Creator ("re-sponsAbil-ity")

108 11.91% 54.91

09/15/16 09/15/25 ICRA A-

Unse-cured 0.00%

UTI Interna-tional Wealth Creator ("re-sponsAbil-ity")

72 11.91% 34.89

09-10-2019

09-09-2025

ICRA A-

Unse-cured 0.00%

Triodos Fare Share Fund 72 12.75%

62.94 03/16/2018 03/16/21 ICR

A A- Secured 100.00%

44

CPP-Incofin 36 13.15% 30.99

07-07-2017

07-07-2020

ICRA A-

Unse-cured

100.00%

CPP-Incofin -2 36 12.50%

24.96 09/27/18 09/27/21 ICR

A A-Unse-cured

110.00%

D. List of Top 10 Debenture Holders (as on March 31, 2020):

Sr. No. Debenture Series Amount in Crore1 UTI International Wealth Creator (responsAbility) 55.00

2 PETTELAAR EFFECTENBEWAARBEDRIJF N.V. (ASN Mi-crocredit Fund TJ )

52.60

3 Blue Orchard (Microfinance Fund) 47.00

4 AAV Saral-Symboitic IV 35.00

5 UTI International Wealth Creator (responsAbility) 35.00

6 Triodos Fare Share Fund 31.50

7 Triodos Microfinance Fund 31.50

8 CPP-Incofin 31.00

9 'Incofin Administered Fund 25.00

10 'IFMR Fimpact Income Builder Fund MLD 25.00

Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided

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

NIL

F. Details of Commercial Paper:

NIL

G. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on March 31, 2020:

NIL

H. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years:

NIL

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

NIL

5.10 Details of Promoters of the Company:

A. Details of Promoter Holding in Company as on latest quarter end, i.e. March 31, 2020:

45

Name of Shareholde

rs Categor

y No. of

Shares (Pre)

No. of shares in

Demat form% Share

No of shares

Pledged

% of shares pledged with

respect to shares owned

Devesh Sachdev Promoter 5,553,414 5,553,414 6.59% - -

Mini Sachdev

Promoter’s Group 305,000 30,0005 0.36% - -

Total   5,858,414 5,858,414 - -

5.11 Abridged version of the Audited Consolidated and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any.

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

As per Indian GAAP

Profit and Loss Statement (INR Crore)31.03.2017 31.03.2018 31.03.2019

Audited Audited AuditedInterest Income 184.9 254.52 486.26Less: Interest Expenses 97.44 136.6 244.21Net Interest Income 87.46 117.92 242.05Other Income 16.14 12.79 25.38Total Income 103.6 130.71 267.44Operating Expenses 66.9 93.95 148.00Provisions & Write Offs 30.29 88.32 28.83Operating Profit 36.61 5.63 119.17Depreciation 1.6 2.04 2.39Profit Before Tax 4.82 -53.6 88.22Provisions for tax 0.72 -14.19 22.87Profit After Tax 4.1 -39.41 65.35

Fusion Micro Finance Private Limited – As per IND ASStatement of Profit and Loss for year ended March 31, 2020 (All amounts are in Rupees millions)  

Particulars FY20 Revenue from operationsInterest Income 6,664.88Fees and commission Income 34.64Net gain on fair value changes 231.57Net gain on derecognition of financial instruments under amortised cost category 271.55Total Revenue from operations 7,202.63Other Income 100.47Total Income 7,303.10

ExpensesFinance Costs 3,376.73Impairment on financial instruments 927.00Employee benefits expenses 1,483.32

46

Depreciation and amortization 25.76Others expenses 490.33Total Expenses 6,303.14

Profit before tax 999.96Tax Expense:

Current Tax 395.99Deferred Tax (92.14)

Profit for the year 696.11

Other Comprehensive IncomeItems that will not be reclassified subsequently to profit or lossRe-measurement gains/(loss) on defined benefit plans 6.46Income tax effect (1.40)

5.06Total Comprehensive Income for the year 701.16

As per Indian GAAP

Balance Sheet (INR Crore)31.03.2017 31.03.2018 31.03.2019

Audited Audited Audited

Equity capital 37.26 44.18 61.58

Reserve & Surplus 185.28 213.51 561.09

TNW (A) 222.54 257.70 622.66

Total Debt 938.10 1,604.80 2648.67

Current Liabilities+ Provisions 57.79 105.97 137.64

Total Outside Liabilities (B) 995.89 1,710.77 2786.31

Total Liabilities (A + B) 1,218.43 1,968.46 3408.97

Fixed assets (Net) 4.36 4.72 5.35

Investments 210.51 0.50 0.50

Gross Advances 771.16 1,492.76 2592.86

Less : Managed Portfolio 20.14 170.07 251.03

Net Loan Outstanding 751.02 1,322.69 2341.83

Cash Bank Balance 166.51 505.83 935.13

Non Current assets 51.44 78.00 60.80

Other current assets 23.43 31.38 42.31

Deferred Tax Assets 10.90 25.09 22.87

Intangible Assets 0.26 0.24 0.17

Other Long Term Assets - - -

Total Assets 1,218.43 1,968.46 3408.97

Fusion Micro Finance Private Limited Balance Sheet as at March 31, 2020 – As per IND AS(All amounts are in Rupees millions)

47

Particulars As on 31st March 2020 AssetsFinancial assetsCash and cash equivalents 5,396.67 Bank balances other than cash and cash equivalents 2,780.82 Trade receivables 31.39 Loans 33,429.72 Investments 5.00 Other financial assets 238.46 Non-financial AssetsCurrent tax assets (net) 119.09 Deferred tax assets (net) 305.03 Property, plant and equipment 58.99 Intangible assets 1.46 Other non-financial assets 33.30 Total assets 42,399.94

Liabilities and equityLiabilitiesFinancial liabilitiesPayables 55.11 Debt securities 3,998.97 Borrowings (other than debt securities) 24,571.57 Subordinated liabilities 1,166.29 Other financial liabilities 513.29 Non-financial liabilitiesCurrent tax liabilities (net) 0.53 Provisions 43.39 Other non-financial liabilities 61.95 Equity Equity share capital 789.50 Other equity 11,199.35 Total liabilities and equity 42,399.94

5.12 Abridged version of Latest Audited/ Limited Review Half Yearly Consolidated and Standalone Financial Information and auditors’ qualifications, if any.:

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

 As per Indian GAAP As at 31 March 2018 As at 31 March 2019EQUITY AND LIABILITIES    Shareholder's funds    Share capital 44,18,26,745 61,57,75,618Reserve and surplus 2,13,51,26,158 5,61,08,70,407

  2,57,69,52,903 6,22,66,46,025Non-current liabilities    Long-term borrowings 10,02,48,61,095 14,19,47,74,307Long-term provisions 1,69,69,203 4,87,20,616

  10,04,18,30,298 14,24,34,94,923Current liabilities    Short term borrowings 1,20,81,75,525 96,84,02,778Other current liabilities 5,33,05,61,568 12,18,15,68,585

48

Short-term provisions 52,70,93,587 46,96,31,198

  7,06,58,30,680 13,61,96,02,560Total 19,68,46,13,881 34,08,97,43,509ASSETS    Non-current assets    (i) Tangible assets 4,72,49,139 5,35,15,304(ii) Intangible assets 23,92,087 17,26,309Deferred tax assets, net 25,09,31,961 22,87,38,564Loan portfolio 4,39,19,34,739 6,85,72,87,081Long-term loans and advances 3,00,29,916 9,78,83,457Other non-current assets 74,99,95,256 51,01,65,290Non-current investmensts 0 50,00,000

  5,47,25,33,098 7,75,43,16,005Current assets    Current investments 50,00,000 0Trade receivables 47,97,197 60,92,421Cash and bank balances 5,05,83,28,187 9,35,12,51,880Loan portfolio 8,83,49,57,752 16,56,10,26,376Short-term loans and advances 12,05,99,597 6,48,45,183Other current assets 18,83,98,050 35,22,11,643

  14,21,20,80,783 26,33,54,27,504Total 19,68,46,13,881 34,08,97,43,509

Fusion Micro Finance Private Limited Balance Sheet as at March 31, 2020 – As per IND AS(All amounts are in Rupees millions)Particulars As on 31st March 2020 AssetsFinancial assetsCash and cash equivalents 5,396.67 Bank balances other than cash and cash equivalents 2,780.82 Trade receivables 31.39 Loans 33,429.72 Investments 5.00 Other financial assets 238.46 Non-financial AssetsCurrent tax assets (net) 119.09 Deferred tax assets (net) 305.03 Property, plant and equipment 58.99 Intangible assets 1.46 Other non-financial assets 33.30 Total assets 42,399.94

Liabilities and equityLiabilitiesFinancial liabilitiesPayables 55.11 Debt securities 3,998.97 Borrowings (other than debt securities) 24,571.57 Subordinated liabilities 1,166.29 Other financial liabilities 513.29 Non-financial liabilitiesCurrent tax liabilities (net) 0.53

49

Provisions 43.39 Other non-financial liabilities 61.95 Equity Equity share capital 789.50 Other equity 11,199.35 Total liabilities and equity 42,399.94

As per Indian GAAPParticulars 31 March 2018 31 March 2019

Income

Revenue from operations 2,545,195,313 4,86,26,26,235

Other income 127,931,766 25,38,33,359

Total revenue 2,673,127,079 5,11,64,59,594

Expenses

Operating expenses 944,959,645 37,77,11,360

Employee benefits expense 661,008,113 1,01,19,16,452

Finance costs 1,366,023,585 2,44,20,78,376

Depreciation and amortisation 20,406,853 2,38,74,193

Other expenses 216,777,285 37,86,46,270

Total expenses 3,209,175,481 4,23,42,26,651

(Loss)/ profit before tax (536,048,402) 88,22,32,943

Tax expenses:

- Current tax - 20,65,19,400

- Deferred tax (141,913,770) 2,21,93,398

Profit for the period from continuing operations (394,134,632) 65,35,20,145

(Loss)/ profit after tax (394,134,632) 65,35,20,145

Fusion Micro Finance Private Limited – IND ASStatement of Profit and Loss for year ended March 31, 2020 (All amounts are in Rupees millions)  Particulars FY20 Revenue from operationsInterest Income 6,664.88Fees and commission Income 34.64Net gain on fair value changes 231.57Net gain on derecognition of financial instruments under amortised cost category 271.55Total Revenue from operations 7,202.63Other Income 100.47Total Income 7,303.10

ExpensesFinance Costs 3,376.73Impairment on financial instruments 927.00Employee benefits expenses 1,483.32Depreciation and amortization 25.76Others expenses 490.33Total Expenses 6,303.14

Profit before tax 999.96Tax Expense:

Current Tax 395.99

50

Deferred Tax (92.14)Profit for the year 696.11

Other Comprehensive IncomeItems that will not be reclassified subsequently to profit or lossRe-measurement gains/(loss) on defined benefit plans 6.46Income tax effect (1.40)

5.06Total Comprehensive Income for the year 701.16

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

The Issuer hereby declares that there has been no material event, development or change at the time of issue from the position as on the date of the last audited financial statements of the Issuer, which may affect the Issue or the Investor’s decision to invest/ continue to invest in the debt securities of the Issuer.

5.14 Names of the Debentures Trustees and Consents thereof

The Debenture Trustee of the proposed Debentures is Catalyst Trusteeship Limited. Catalyst Trusteeship Limited has given its written consent for its appointment as debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Information Memorandum and in all the subsequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure III of this Information Memorandum.

5.15 Rating Rationale(s) adopted (not older than one year on the date of opening of the Issue)/ credit rating letter issued (not older than one month on the date of opening of the Issue).

The Rating Agency has assigned ratings of “ICRA A-” (pronounced as “ICRA A Minus”) with stable outlook to the Debentures. Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The rating letter from the Rating Agency is provided in Annexure II of this Information Memorandum.

5.16 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.

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

The Debentures are proposed to be listed on the WDM segment of the BSE. The Issuer shall comply with the requirements of the listing agreement for debt securities to the extent applicable to it on a continuous basis. The in-principle approval of the BSE has been applied in this regard.

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5.18 Other details:

A. Debenture Redemption Reserve Creation:

As per Section 71 of the Act, any company that intends to issue debentures must create a debenture redemption reserve to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. However, at present under the Companies (Issuance of Share Capital and Debentures) Rules, 2014, non-banking financial companies are exempt from this requirement in respect of privately placed debentures. Pursuant to this exemption, the Company does not presently intend to create any reserve funds for the redemption of the Debentures.

B. Issue / instrument specific regulations:

The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act including the notified rules thereunder, the SEBI Debt Listing Regulations, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the applicable RBI guidelines.

C. Application process:

The application process for the Issue is as provided in 7.4 of this Information Memorandum.

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

The contracts and documents referred to hereunder are material to the Issue, may be inspected at the Registered Office of the Company between 10.00 am to 4.00 pm on working days.

Sr. No. Nature of Contract

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

2 Board Resolution dated June 27, 2020, authorizing the issue of Debentures offered under terms of this Information Memorandum.

3 Shareholder Resolution dated June 29, 2019 authorizing the issue of non-convertible debentures by the Company.

4 Shareholder Resolution dated June 29, 2019 authorizing the borrowing by the Company and the creation of security.

5 Copies of Annual Reports of the Company for the last three financial years.6 Credit rating letter from the Rating Agency dated June 08, 2020.

7 Letter from Catalyst Trusteeship Limited giving its consent to act as Debenture Trustee dated June 24, 2020.

8 Letter for Register and Transfer Agent.9 Certified true copy of the certificate of incorporation of the Company.

10 Certified true copy of the tripartite agreement between the Company, the Registrar & Transfer Agent and NSDL/CDSL.

11 Copy of application made to BSE for grant of in-principle approval for listing of Debentures.

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5.20 Details of Debt Securities Sought to be Issued

Under the purview of the current document, the Issuer intends to raise an amount of Rs. 20,00,00,000/- (Rupees Twenty Crores only) by issue of rated, unsubordinated, senior, redeemable, taxable, transferable, listed, non-convertible debentures , on a private placement basis.

For further details of the Debentures, please refer to the terms and conditions of the debentures set out in Section 5.23 of this Information Memorandum.

5.21 Issue Size

The aggregate issue size for the Debentures is Rs. 20,00,00,000/- (Rupees Twenty Crores only).

5.22 Utilization of the Issue Proceeds

The proceeds of this issue shall be utilized for repayment or re-financing of existing debt of the Company, to finance the growth of the portfolio of the Company as permitted for bank finance by the Reserve Bank of India and augment long term growth of the Company.

The Issuer shall not use the proceeds of the Issue towards:(i) any capital market instrument such as equity, debt, debt linked and equity linked instruments

or any other capital market related activities; or(ii) any speculative purposes; or

(iii) any activity on the Exclusion List; or(iv) investment in the real estate sector.

The Issuer undertakes that no part of the proceeds shall be utilised in any manner for onward lending to other non-banking financial companies and/or financial institutions without the prior written permission of the Debenture Holder(s). The Issuer also undertakes that the proceeds of this Issue shall be used for loan portfolio growth of the company and shall be utilized for the deployment of funds on its own balance sheet and not to facilitate resource requests of its group entities/parent company/associates.

The Issue shall not be utilised towards acquisition financing: viz buyback of shares/securities, purchase of shares of other companies and/or promoter contribution towards the equity capital of a company or as a bridge loan.

The Company undertakes that proceeds of this Issue shall not be utilized for the following purposes as specified in the RBI Master Circular No. DBOD.BP.BC.No.5/21.04.172/2015-16 dated July 1, 2015 including inter alia:

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 trans -actions 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 veri-fied.

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.

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5.23 Issue Details

Security Name 11.25%FMPL2023Issuer Fusion Microfinance Private LimitedType of Instrument Non-Convertible DebenturesNature of Instrument rated, unsubordinated, senior, redeemable, taxable, transferable,

listed, non-convertible debenturesSeniority Senior SecuredMode of Issue Private placementEligible/Identified Investors As provided in Clause 8.14 below.Listing The Debentures are proposed to be listed on the WDM of the BSE

within a maximum period of 20 (Twenty) calendar days from the Deemed Date of Allotment.

In the event of any delay in listing of the debt securities beyond 20 (Twenty) calendar days from the Deemed Date of Allotment, the Issuer shall make payment to the Debenture Holders of at least 1% (One Percent) p.a. over the Coupon Rate from the expiry of 30 (Thirty) calendar days from the Deemed Date of Allotment till the listing of such Debentures.

Rating of the Instrument “ICRA A-” (pronounced as “ICRA A Minus”) with “stable” outlook.

Issue Size Rs. 20,00,00,000/- (Rupees Twenty Crores only).Option to retain oversubscription

N.A.

Objects of the Issue To raise secured debt to the extent up to Rs. 20,00,00,000/- (Rupees Twenty Crores only).

Details of the utilization of the Proceeds

Issue proceed will be utilized for following purposes:For deployment in business & growth of asset book by on-lending General Corporate Purpose for ordinary course of business

No part of the proceeds would be utilized directly / indirectly towards equity capital markets or land acquisition or usages as restricted under bank finance

Coupon Rate 11.25% p.a.p.q.Step Up/ Step Down Coupon Rate

(a) Step Up Interest

(i) If the rating of the Debentures is down-graded below the Rating ("Rating Down-grade") by the Rating Agency, the Interest Rate shall be increased by:

(A) 0.25% (zero decimal two five per-cent) per annum for each down-grade of 1 (one) notch below the Rating until the rating of the Debentures is downgraded to "BBB-", and

(B) 0.50% (zero decimal five zero per-

54

cent) per annum for each down-grade of 1 (one) notch below "BBB-"

((A) and (B) referred to as the "Step Up Rate"),

and such increased interest rate shall be applicable on the Outstanding Principal Amounts from the date of such Rating Downgrade until the date the rating of the Debentures is restored to the Rating. Step Up, in accordance with (a)(i), shall not require any notice, intimation or action on behalf of the Debenture Trustee or the Debenture Holders.

(ii) Following the Step Up until the rating of the Debentures is restored to the Rating, if the rating of the Debentures is upgraded, and

(A) if the prevailing Step Up Rate is as prescribed under (a)(i)(A) above, then the prevailing Step Up Rate shall be decreased by 0.25% (zero decimal two five percent) for each upgrade of 1 (one) notch from the rating of the Debentures (until the rating of the Debentures is restored to the Rating); and

(B) if the prevailing Step Up Rate is as prescribed under (a)(i)(B) above, then the prevailing Step Up Rate shall be decreased by 0.50% (zero decimal five zero percent) for each upgrade of 1 (one) notch from the rating of the Debentures (until the rating of the Debentures is restored to "BBB-"),

and such decreased rate of interest shall be applicable on the Outstanding Principal Amounts from the date of such upgrade. PROVIDED THAT the decreased rate of Interest in accordance with (a)(ii) cannot, other than as provided in (b) below, be lower than the Interest Rate. The decrease in the rate of interest on the Debentures to the Interest Rate in accordance with (a)(ii) shall not

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require any notice, intimation or action on behalf of the Debenture Trustee or the Debenture Holders.

(b) Step Down Interest

(i) If the rating of the Debentures is upgraded above the Rating ("Rating Upgrade") by the Rating Agency, the prevailing Interest Rate shall be decreased by:

(A) 0.25% (zero decimal two five per-cent) per annum for each upgrade of 1 (one) notch above the Rating until the rating of the Debentures is upgraded to "AA-", and

(B) 0.50% (zero decimal five zero per-cent) per annum for each upgrade of 1 (one) notch above "AA-"

((A) and (B) referred to as "Step Down Rate"),

and such decreased interest rate shall be applicable on the Outstanding Principal Amounts from the date of such Rating Upgrade until the date the rating of the Debentures is downgraded to the Rating. Step Down, in accordance with (b)(i), shall not require any notice, intimation or action on behalf of the Debenture Trustee or the Debenture Holders.

(ii) Following the Step Down, in case of any downgrade in the Rating, until the rating of the Debentures falls back to the Rating:

(A) if the prevailing Step Down Rate is as prescribed under (b)(i)(A) above, then the prevailing Interest Rate shall be increased by 0.25% (zero decimal two five percent) for each downgrade of 1 (one) notch from the rating of the Debentures (until the rating of the Debentures is downgraded to the Rating); and

(B) if the prevailing Step Down Rate is as prescribed under (b)(i)(B) above, the prevailing Interest Rate shall be increased by 0.50% (zero decimal five zero percent) for each downgrade of 1 (one) notch from

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the rating of the Debentures (until the rating of the Debentures is downgraded to "AA-"),

and such increased rate of interest shall be applicable on the Outstanding Principal Amounts from the date of such downgrade. The increase in the rate of interest on the Debentures to the Interest Rate in accordance with (b)(ii) shall not require any notice, intimation or action on behalf of the Debenture Trustee or the Debenture Holders.

Early Redemption (a) On the occurrence of an Early Redemption Event, the Debenture Trustee (acting on the instructions of any Debenture Holder) shall have the option (but not the obligation) to require the Company to re-deem the Debentures held by such Debenture Holder ("Early Redemption Option").

(b) If the Debenture Trustee (acting on the instructions of the Debenture Holders) exercises the Early Re-demption Option, the Debenture Trustee issue a no-tice in writing to the Company requiring the Com-pany to redeem the Debentures by making pay-ments of the Outstanding Amounts (including any unpaid principal amounts, accrued but unpaid in-terest, default interest (if applicable) and liquidated damages (if applicable)).

(c) The Company shall make payments of the Out-standing Amounts (including any unpaid principal amounts, accrued but unpaid interest, default in-terest (if applicable) and liquidated damages (if ap-plicable)) within 30 (thirty) calendar days from the Early Redemption Date.

(d) Any redemption made in accordance with this Sec-tion will be subject to the payment of such prepay-ment premium as is mutually agreed between the Company and the Debenture Holders.

(e) The Company shall not redeem (or prematurely re-deem) the Debentures in any way other than in ac-cordance with the terms of the DTD.

Coupon Payment Frequency Quarterly Coupon Payment Dates Coupon shall be payable monthly until the Maturity Date with the

first Coupon Payment Date commencing from September 30, 2020.Coupon Type Fixed Coupon rate.

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Coupon Reset Date(s) N.A.

Coupon Reset Process N.A.

Day Count Basis Actual/ActualInterest on Application Money

(i) Interest at the Interest Rate per annum will be paid on the Application Money to the Applicants from the date of receipt of such Application Money in the account of the ICCL (in accordance with the terms of the EBP Guidelines) up to 1 (one) day prior to the Deemed Date of Allotment for all valid applications, within 5 (five) Business Days from the Deemed Date of Allotment. (ii) Where the entire subscription amount has been refunded, interest on Application Money will be paid along with the refunded amount. (iii) Where an Applicant is allotted a lesser number of Debentures than applied for, the excess amount paid on application will be refunded to the Applicant in the bank account of the Applicant as described in the Application Form towards interest on the refunded money by electronic mode of transfer like RTGS/NEFT/direct credit.

Default Interest Rate In case of default in payment of interest and/or principal redemption on the due dates, additional interest @ 2% p.a. over the Interest Rate will be payable by the Company for the defaulting period.

Delay Penalty In case of any delay in execution of the Debenture Trust Deed, the Company will refund the subscription monies with agreed rate of interest or will pay interest of 2% (Two percent) per annum over and above the Coupon Rate till these conditions are complied with at the option of the Debenture Holder.

Tenor 36 (Thirty Six) months from the Deemed Date of Allotment.Redemption Date/Maturity Date

June 30, 2023 being 36 (Thirty Six) months from the Deemed Date of Allotment.

Principal Payment Date(s) June 30, 2023 in the manner set out in Annexure VI (Illustration of Bond Cashflows) of this Information Memorandum.

Redemption Amount The principal amount of the Debenture on the Principal Payment Date(s) plus accrued Coupon along with the Default Interest (if any), and other such costs, charges and expenses if any, payable on the Due Date(s) under the Transaction Documents.

Redemption Premium/ Discount

N.A.

Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture. Discount at which security is issued and the effective yield as a result of such discount

N.A.

Put Option Date N.A.Put Option Price N.A.Put Option Notification Time

N.A.

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Call Option Date N.A.Call Option Price N.A.Call Option Notification Time

N.A.

Face Value Rs. 10,00,000/- (Rs. Ten Lakhs only) per DebentureMinimum Application size and in multiples of 1 thereafter

50 Debentures and in multiples of 10 Debentures thereafter

Issue Timing Issue Opening Date: June29, 2020;Issue Closing Date: June29, 2020;Pay-in Date: June30, 2020; andDeemed Date of Allotment: June 30, 2020.

Issuance mode of the Instrument

Demat only

Trading mode of the Instrument

Demat only

Settlement mode of the Instrument

The pay-in of the Application Money 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 the Electronic Book Provider into the account of the ICCL, as specified in this regard below:

Name of the Bank: INDIAN CLEARING CORPORATION LTDIFSC Code: ICIC0000106Account Number: ICCLEBName of the beneficiary: INDIAN CLEARING CORPORATION LIMITED

Depositories NSDL, CDSLBusiness Day Convention (a) If any Due Date on which any interest or additional

interest is payable falls on a day which is not a Business Day, the payment to be made on such Due Date shall be made on the succeeding Business Day and to the extent not contrary to Applicable Law, the Company shall be liable to the pay the interest or additional interest till such succeeding Business Day.

(b) If any Due Date on which any Outstanding Prin-cipal Amounts are payable falls on a day which is not a Business Day, the payment to be made on such Due Date shall be made on the preceding Business Day.

(c) If the Redemption Date falls on a day which is not a Business Day, the payment of any amounts in re-spect of any Interest and the Outstanding Principal Amounts to be made shall be made on the preced-ing Business Day.

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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 3 (Three) business days prior to any Due Date.

Security (Including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security)

(a) The Debentures shall be collateralised on or prior to the Initial Security Creation Date by way of a first ranking exclusive and continuing charge (the "Security") to be created pursuant to an unattested deed of hypothecation, dated on or about the Deemed Date of Allotment, ex-ecuted or to be executed and delivered by the Company in a form acceptable to the Debenture Trustee ("Deed of Hypothecation") over the book debts/loan receiv-ables of the Company as described therein (the "Hypo-thecated Assets").

(b) The charge over the Hypothecated Assets shall at all times be at least 1.10 (one decimal one zero) times the value of the Outstanding Amounts (the "Security Cover") and shall be maintained at all times from the Initial Security Creation Date until the Final Settlement Date. The value of the Hypothecated Assets for this purpose (for both initial and subsequent valuations) shall be the amount reflected as the value thereof in the books of accounts of the Company.

(c) The Company shall create the charge by way of hypo-thecation over the Hypothecated Assets on or prior to the Initial Security Creation Date and perfect such se-curity by filing Form CHG-9 with the ROC and ensur-ing and procuring that the Debenture Trustee files the prescribed Form I with CERSAI reporting the charge created to the CERSAI, in respect thereof, each within 30 (thirty) calendar days from the date on which such security over the Hypothecated Assets is created in ac-cordance with the Deed of Hypothecation.

(d) the Issuer further agrees, declares and covenants that:

(i) all the Hypothecated Assets that will be charged to the Debenture Trustee under the Deed of Hypothecation shall always be kept distinguishable and held as the exclusive property of the Issuer specifically appropriated to the Security and be dealt with only under the directions of the Debenture Trustee;

(ii) the Issuer shall not create any charge, lien or other encumbrance upon or over the Hypothecated Assets or any part thereof except in favour of the Debenture Trustee nor will it do or allow anything that may prejudice the Security;

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(iii) to create the security over the Hypothecated Assets as contemplated in the Transaction Documents on or prior to the Initial Security Creation Date by executing the duly stamped Deed of Hypothecation;

(iv) to register and perfect the security interest created thereunder by filing Form CHG-9 with the concerned ROC and ensuring and procuring that the Debenture Trustee files the prescribed Form I with CERSAI reporting the charge created to the CERSAI in relation thereto, as soon as practicable and in any case no later than 30 (thirty) calendar days from the date on which such security over the Hypothecated Assets is created in accordance with the Deed of Hypothecation;

(v) commencing from the Initial Security Creation Date until the Final Settlement Date, the Issuer shall, at the time periods set out in the Deed of Hypothecation, provide a list of specific loan receivables/identified book debts to the Debenture Trustee over which charge is created and subsisting by way of hypothecation in favour of the Debenture Trustee (for the benefit of the Debenture Holders) and sufficient to maintain the Security Cover ("Monthly Hypothecated Assets Report");

(vi) the Issuer shall, on each Top-up Date (as defined in the Deed of Hypothecation), add fresh receivables to the Hypothecated Assets so as to ensure that the Security Cover is maintained or to replace such Hypothecated Assets that do not satisfy the eligibility criteria prescribed in the Transaction Documents.

(vii) the Issuer shall, on a half yearly basis, as and when required by the Debenture Trustee, give full particulars to the Debenture Trustee of all the Hypothecated Assets from time to time;

(viii) furnish and verify all statements, reports, returns, certificates and information from time to time and as required by the Debenture Trustee in respect of the Hypothecated Assets;

(ix) furnish and execute all necessary documents to give effect to the Hypothecated Assets;

(x) the security interest created on the Hypothecated Assets shall be a continuing security; and

(xi) the Hypothecated Assets shall fulfil the

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eligibility criteria set out in the Deed of Hypothecation.

Transaction Documents Shall be as set out in Clause 7.1 below.Conditions Precedent to Deemed Date of Allotment

The Company shall fulfil the following conditions precedent, to the satisfaction of the Debenture Trustee/the Applicants, prior to the Deemed Date of Allotment, by submitting and providing to the Debenture Trustee/the Applicants:

(a) a copy of resolution of the board of directors of the Com-pany and any resolution of any committee of the board of directors authorizing the execution, delivery and perform-ance of the Transaction Documents certified as correct, complete and in full force and effect by an appropriate of-ficer of the Company;

(b) (to the extent applicable) copies of the resolution of the shareholders of the Company under Sections 180(1)(c) and 180(1)(a) of the Act, certified as correct, complete and in full force and effect by an appropriate officer of the Com-pany;

(c) copies of the resolution of the shareholders of the Company under Section 42 of the Act, certified as correct, complete and in full force and effect by an appropriate officer of the Company;

(d) a copy of the Company's Constitutional Documents certi-fied as correct, complete and in full force and effect by the appropriate officer;

(e) execution, delivery and stamping of the Transaction Docu-ments in a form and manner satisfactory to the Debenture Trustee;

(f) a copy of the rating letter and the rating rationale issued by the Rating Agency in relation to the Debentures;

(g) a copy of the consent from the Debenture Trustee to act as the debenture trustee for the Issue;

(h) a copy of the consent from the Registrar to act as the regis-trar and transfer agent for the Issue;

(i) copies of the reports from the TransUnion CIBIL Limited ("CIBIL") and any other agency authorised in this behalf by the RBI, in respect of the Company;

(j) evidence that all 'know your customer' requirements to the satisfaction of the Debenture Trustee/the Applicants has been provided;

(k) the audited financial statements of the Company for the Fin-

62

ancial year ended March 31, 2020;

(l) a certificate from the authorised signatories of the Company addressed to the Debenture Trustee confirming that:

(i) the persons authorised to sign the Transaction Docu-ments and any document to be delivered under or in connection therewith, on behalf of the Company, together with the names, titles and specimen signa-tures of such authorised signatories;

(ii) the Company has the necessary power under the Consti-tutional Documents to borrow monies by way of the issuance of the Debentures and create security on the assets of the Company to secure such Deben-tures;

(iii) the issuance of the Debentures and the creation of secu-rity over the Hypothecated Assets will not cause any limit, including any borrowing or security pro-viding limit binding on the Company to be ex-ceeded;

(iv) no consents and approvals are required by the Company from its creditors or any Governmental Authority or any other person for the issuance of the Debentures and creation of security under the Deed of Hypoth-ecation;

(v) the representations and warranties contained in the DTD are true and correct in all respects as on the Deemed Date of Allotment/the date of the certifi-cate;

(vi) no Event of Default or potential Event of Default has occurred or is subsisting as at the Deemed Date of Allotment/the date of the certificate;

(vii) no Material Adverse Effect has occurred; and

(viii) no force majeure event has occurred.

(m) evidence of receipt of an "in-principle" approval from BSE in respect of the listing of the Debentures; and

(n) provide such other information, documents, certificates, opinions and instruments as the Debenture Holder may reasonably request.

Conditions Subsequent to Deemed Date of Allotment

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

(a) the Company shall ensure that the Debentures are credited into the demat accounts of the Debenture Holders of the Debentures within 3(three) Business Days from the Deemed

63

Date of Allotment;

(b) the Company shall file a return of allotment of securities under Form PAS-3 of the Companies (Prospectus and Al-lotment of Securities) Rules, 2014 with the ROC within 15 (fifteen) days of the allotment of Debentures along with a list of the Debenture Holders and with the prescribed fee;

(c) (if so required by Applicable Law) the Company shall file a copy of Form PAS-5 of the Companies (Prospectus and Al-lotment of Securities) Rules, 2014 in respect of the issue of the Debentures along with copies of the Debt Disclosure Documents with ROC and SEBI (if required be Applicable Law) within the time period prescribed by Applicable Law;

(d) the Company shall, in respect of the Deed of Hypotheca-tion, file a copy of Form CHG-9 with ROC and shall ensure and procure that the Debenture Trustee files the prescribed Form I with CERSAI, each within 30 (thirty) days from the date of execution of the Deed of Hypothecation/creation of security over the Hypothecated Assets in accordance with the Deed of Hypothecation;

(e) the Company shall obtain listing of the Debentures within the Listing Period;

(f) the Company shall comply and continue to comply with Applicable Law (including the Companies Act, 2013 and the guidelines issued by the RBI and SEBI in respect of the Debentures); and

(g) the Company shall provide such other information, docu-ments, undertakings, certificates, opinions and instruments as the Debenture Trustee and the Debenture Holders may request in connection with the transactions contemplated under the DTD and the other Transaction Documents.

Events of Default (a) Payment Defaults

The Company does not pay on any Due Date any amount payable pursuant to the DTD and the Debentures at the place and in the currency in which it is expressed to be payable.

(b) Insolvency/Inability to Pay Debts

The Company is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its Financial Indebtedness. PROVIDED THAT the foregoing shall not apply to any moratorium provided to the Company, or Financial Indebtedness of the

64

Company rescheduled, pursuant to the Moratorium Directions (COVID-19).

(c) Business

The Company without obtaining the prior consent of the Special Majority Debenture Holders suspends or ceases to carry on its business or gives notice of its intention to do so.

(d) 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 Debenture Trustee/Debenture Holders by the Company shall prove to have been incorrect, false or misleading in any material respect when made or deemed made.

(e) Material Adverse Effect

The occurrence of a Material Adverse Effect, in the sole determination of the Debenture Trustee (acting on the instructions on the Debenture Holders).

(f) Cross Default

The Company:

(i) defaults in any payment of any Financial Indebtedness beyond the period of grace (not to exceed 30 (thirty) days), if any, provided in the instrument or agreement under which such Financial Indebtedness was created;

(ii) defaults in the observance or performance of any agreement or condition relating to any Financial Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the ef-fect of which default or other event or con-dition is to cause or to permit the holder or holders of such Financial Indebtedness to cause (determined without regard to whether any notice is required) any such Financial Indebtedness to become due prior to its stated maturity; or

(iii) any Financial Indebtedness of the Company shall be declared to be due and payable, or required to be prepaid other than by a regu-larly scheduled required prepayment, prior

65

to the stated maturity thereof.

(g) Liquidation, Insolvency or Dissolution of the Company / Appointment of Receiver, Resolution Professional 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 Financial Indebtedness, winding-up, dissolution, administration or re-organisa-tion (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Company. PROVIDED THAT the forego-ing shall not apply to any moratorium provided to the Company pursuant to the Moratorium Directions (COVID-19);

(ii) a composition, compromise, assignment or arrangement with any creditor of the Com-pany;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, com-pulsory manager or other similar officer in respect of the Company;

(iv) the Company, in respect of any reference or enquiry or proceedings commenced, before the National Companies Law Tribunal or under any mechanism or prescription of the RBI in respect of resolution/restructuring of stressed assets (including without limita-tion, under the RBI's circular no. DBR.No.BP.BC.45/21.04.048/2018-19 dated June 7, 2019 on "Prudential Frame-work for Resolution of Stressed Assets");

(v) the commencement of an insolvency resol-ution process under the (Indian) Insolvency and Bankruptcy Code, 2016 read together with the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019, and any other rules and regulations made thereunder from time to time, or under any other Applicable Law, in respect of the Company;

(vi) enforcement of any security over any As-sets of the Company or any analogous pro-cedure or step is taken in any jurisdiction;

(vii) a petition for the reorganization, arrange-

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ment, adjustment, winding up or composi-tion of debts of the Company is filed in re-spect of the Company (whether voluntary or otherwise) or has been admitted or makes an assignment for the benefit of its creditors generally and such proceeding is not contested by the Company for staying, quashing or is dismissed within 15 (fifteen) days; or

(viii) any other event occurs or proceeding insti-tuted under any Applicable Law that would have an effect analogous to any of the events listed in (i) to (vii) above.

(h) Creditors' Process and Expropriation

(i) Any expropriation, attachment, garnishee, sequestration, distress or execution affects any material Assets of the Company and is not discharged within 30 (thirty) calendar days or as otherwise provided in any order of any competent court or tribunal relating to the aforementioned proceedings.

(ii) All or a material part of the undertaking, Assets, rights or revenues of the Company are condemned, seized, nationalised, expro-priated or compulsorily acquired, or shall have assumed custody or control of the business or operations of the Company, or shall have taken any action for the dissolu-tion of the Company, or any action that would prevent the Company, their mem-bers, or their officers from carrying on their business or operations or a substantial part thereof, by or under the authority of any Governmental Authority.

(iii) The Company is adjudged insolvent or takes advantage of any law for the relief of insolvent debtors.

(i) Judgment Defaults

One or more judgments or decrees 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 10% (ten percent) of the Total Assets of the Company provided such judgments or decrees are either final and non-appealable or have not been vacated, discharged or stayed pending appeal for any period of 30 (thirty) calendar days.

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(j) Transaction Documents

The DTD or any other Transaction Document (in whole or in part), is terminated or ceases to be effective or ceases to be in full force or no longer constitutes valid, binding and enforceable obligations of the Company.

(k) 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.

(l) Repudiation

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

(m) Security in Jeopardy

In the opinion of the Debenture Trustee any Hypothecated Asset(s) are in jeopardy.

(n) Security

(i) The Company fails to create security within the timelines prescribed in the Transaction Documents and/or in the manner prescribed in the Transaction Documents.

(ii) The value of the Hypothecated Assets is in-sufficient to maintain the Security Cover or the Company fails to maintain the Security Cover (including by way of providing addi-tional/alternate security to the satisfaction of the Debenture Trustee) within the timelines prescribed in the relevant Trans-action Documents.

(iii) Any of the Transaction Documents fails to provide the security interests, rights, title, remedies, powers or privileges intended to be created thereby (including the priority intended to be created thereby), or such se-curity interests fail to have the priority con-templated under the Transaction Docu-ments, or the security interests become un-lawful, invalid or unenforceable.

(iv) The Company creates or attempts to create any mortgage, charge, pledge, lien or other security interest securing any obligation of

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any person or any other agreement or ar-rangement having similar effect, over the Hypothecated Assets, without the prior consent of the Debenture Trustee.

(v) The value of the Hypothecated Assets de-preciates to such an extent that, in the opin-ion of the Debenture Holders and/or the Debenture Trustee, the Company shall cre-ate such additional security as may be pre-scribed by the Debenture Trustee to the sat-isfaction of the Debenture Trustee and such security interest is not created within 15 (fifteen) days from the date of receipt of a notice from the Debenture Trustee.

(o) Willful Defaulter

Any "key managerial personnel" (as defined in the Act) of the Company being declared as a "wilful defaulter".

(p) Fraud and Embezzlement

The Company or any "key managerial personnel" (as defined in the Act) or any officer of the Company commits any material act of fraud, embezzlement, misstatement, misappropriation or siphoning off of the funds of the Company or revenues or any other act having a similar effect.

(q) Merger or Acquisition

The Company takes or permits to be taken any action for merger or amalgamation reduction in its share capital by any method (including buyback), (except as otherwise permitted or taken in accordance with the terms of this DTD)

(r) Liabilities

An accountant or a firm of accountants appointed by the Debenture Trustee certifies that the Total Liabilities exceed the Total Assets.

(s) Breach of Other Covenants

Any breach of any covenant or undertaking of the Company in the Transaction Documents (other than (a) to (r) above) which is not cured within 30 (thirty) days of occurrence or such other time period as may be prescribed by the Debenture Holders in their sole discretion.

Provisions related to Cross The Company:

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Default Clause

(i) defaults in any payment of any Financial Indebtedness beyond the period of grace (not to exceed 30 (thirty) days), if any, provided in the instrument or agreement under which such Financial Indebtedness was created;

(ii) defaults in the observance or performance of any agreement or condition relating to any Financial Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the ef-fect of which default or other event or con-dition is to cause or to permit the holder or holders of such Financial Indebtedness to cause (determined without regard to whether any notice is required) any such Financial Indebtedness to become due prior to its stated maturity; or

(iii) any Financial Indebtedness of the Company shall be declared to be due and payable, or required to be prepaid other than by a regu-larly scheduled required prepayment, prior to the stated maturity thereof.

Role and Responsibilities of Debenture Trustee

In addition to the powers conferred on the Debenture Trustee in the DTD and Applicable Law, and without limiting the liability of the Debenture Trustee:

(a) the Debenture Trustee may, in relation to the DTD and the other Transaction Documents, 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 Issuer or by the Debenture Trustee or otherwise;

(b) the Debenture Trustee shall be the attorney of the Issuer and shall have the right to execute, sign and do any deeds, documents, assurances, acts and things in the name and on behalf of the Issuer, which shall in the opinion of the Debenture Trustee be necessary or expedient that the Issuer should execute, sign and do for the purpose of carrying out any of the trusts or obligations declared or imposed upon the Debenture Trustee;

(c) subject to the approval of the Debenture Holders by way of Special Resolution passed at a meeting of Debenture Holders held for determining the liability of the Debenture Trustee, the Debenture Trustee shall, as regards all trusts, powers, authorities and discretions, have the discretion as to

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the exercise thereof and to the mode and time of exercise thereof. In the absence of any fraud, gross negligence, willful misconduct or breach of trust the Debenture Trustee shall not be responsible for any loss, costs, charges, expenses or inconvenience that may result from the aforementioned exercise or non-exercise thereof. The Debenture Trustee shall not be bound to act at the request or direction of the Debenture Holders under any provisions of the Transaction Documents unless sufficient amounts shall have been provided or provision to the satisfaction of the Debenture Trustee has been made for providing such amounts and the Debenture Trustee is indemnified to its satisfaction against all further costs, charges, expenses and liability which may be incurred in complying with such request or direction;

(d) with a view to facilitating any dealing under any provisions of the DTD or the other Transaction Documents, subject to the Debenture Trustee obtaining the consent of the Special Majority Debenture Holders, the Debenture Trustee shall have (i) the power to consent (where such consent is required) to a specified transaction or class of transactions (with or without specifying additional conditions); and (ii) to determine all questions and doubts arising in relation to the interpretation or construction any of the provisions of the DTD;

(e) the Debenture Trustee shall not be responsible for the amounts paid by the Applicants for the Debentures;

(f) the Debenture Trustee shall not be responsible for acting upon any resolution purporting to have been passed at any meeting of the Debenture Holders in respect whereof minutes have been made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for any reason the resolution was not valid or binding upon the Debenture Holders;

(g) the Debenture Trustee and every receiver, attorney, manager, agent or other person appointed by them shall, subject to the provisions of the Act, be entitled to be indemnified by the Issuer in respect of all liabilities and expenses incurred by them or him in the execution or purported execution of the powers and trusts thereof;

(h) subject to the approval of the Debenture Holder(s) by way of Special Resolution passed at a meeting of Debenture Holder(s) held for determining the liability of the Debenture Trustee and in the absence of fraud, gross negligence, willful misconduct or breach of trust, the Debenture Trustee shall not be liable for any of its actions or deed in relation to the Transaction Documents;

(i) subject to the approval of the Debenture Holder(s) by way of Special Resolution passed at a meeting of Debenture

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Holders held for determining the liability of the Debenture Trustee and in the absence of fraud, gross negligence, willful misconduct or breach of trust, the Debenture Trustee, shall not be liable for any default, omission or delay in performing or exercising any of the powers or trusts herein expressed or contained herein or in enforcing the covenants contained herein or in giving notice to any person of the execution hereof or in taking any other steps which may be necessary, expedient or desirable or for any loss or injury which may be occasioned by reason thereof unless the Debenture Trustee shall have been previously requested by notice in writing to perform, exercise or do any of such steps as aforesaid given in writing by the Majority Debenture Holder(s) or by a Majority Resolution duly passed at a meeting of the Debenture Holders. The Debenture Trustee shall not be bound to act at the request or direction of the Debenture Holders under any provisions of the Transaction Documents unless sufficient amounts shall have been provided or provision to the satisfaction of the Debenture Trustee has been made for providing such amounts and the Debenture Trustee is indemnified to its satisfaction against all further costs, charges, expenses and liability which may be incurred in complying with such request or direction;

(j) notwithstanding anything contained to the contrary in the DTD, the Debenture Trustee shall before taking any action on behalf of the Debenture Holders or providing any consent on behalf of the Debenture Holders, obtain the written consent of the Majority Debenture Holders; and

(k) the Debenture Trustee shall forward to the Debenture Holders copies of any information or documents from the Issuer pursuant to the DTD within 2 (two) Business Days of receiving such information or document from the Issuer.

PROVIDED THAT nothing contained herein shall exempt the Debenture Trustee or any receiver, attorney, manager, agent or other person appointed by the Debenture Trustee from or indemnify them against any liability for breach of trust nor any liability which by virtue of any rule or Applicable 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 hereunder.

Covenants Financial Covenants

Please refer Section 7.3 of this Information Memorandum.

Reporting Covenants

Please refer Section 7.4 of this Information Memorandum.

Affirmative Covenants

Please refer Section 7.5 of this Information Memorandum.

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Negative Covenants

Please refer Section 7.6 of this Information Memorandum.Representation and warranties

As mentioned in Clause 7.2 below.

Illustration of Bond Cashflows

Kindly refer to Annexure VI of this Information Memorandum

Governing Law and Jurisdiction

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

Note:

1. The list of documents which has been executed or will be executed in connection with the issue and subscription of debt securities shall be annexed.

2. The penal interest rates mentioned above as payable by the Issuer are independent of each other.

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SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT

In case of listing of debt securities made on private placement, the following disclosures are required to be made vide SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-05-16:

A. Name of the Bank declaring the entity as a Wilful Defaulter: NIL

B. The year in which the entity is declared as a Wilful Defaulter: NIL

C. Outstanding amount when the entity is declared as a Wilful Defaulter: NIL

D. Name of the entity declared as a Wilful Defaulter: NIL

E. Steps taken, if any, for the removal from the list of wilful defaulters: NIL

F. Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: NIL

G. Any other disclosure as specified by the Board: NIL

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SECTION 7: TRANSACTION DOCUMENTS AND KEY TERMS

7.1 Transaction Documents

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

A. Debenture Trustee Agreement, which will confirm the appointment of Catalyst Trusteeship Limited as the Debenture Trustee (“Debenture Trustee Agreement”);

B. Debenture Trust Deed, which will set out the terms upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer (“Debenture Trust Deed”);

C. Deed of Hypothecation whereby the Issuer will create an exclusive charge by way of hypothecation over the Hypothecated Assets in favour of the Debenture Trustee acting in trust for and on behalf of and for the benefit of the Debenture Holders to secure its obligations in respect of the Debentures, to be executed within and no later than 30 (Thirty) calendar days from the Deemed Date of Allotment (“Deed of Hypothecation”); and

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

The Debenture Trustee Agreement and the Debenture Trust Deed shall be executed on or prior to the Issue Closing Date.

7.2 Representations and Warranties of the Issuer

The Company makes the representations and warranties set out in Section 7.2 to the Debenture Trustee for the benefit of the Debenture Holders as on the Effective Date, which representations shall be true and valid until the Final Settlement Date.

(a) Status

(i) It is a company, duly incorporated, registered and validly existing under Ap-plicable Law.

(ii) It is a non-deposit accepting or holding non-banking financial company - mi-cro-finance institution registered with the RBI.

(iii) It has the power to own its Assets and carry on its business as it is being con-ducted.

(b) Binding obligations

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

(c) Non-conflict with other obligations

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

(i) any Applicable Law;

(ii) its Constitutional Documents; or

(iii) any agreement or instrument binding upon it or any of its Assets.

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(d) Power and authority

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

(e) Validity and admissibility in evidence

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

(i) to enable it lawfully to enter into, exercise its rights and comply with its ob-ligations under the Transaction Documents to which it is a party;

(ii) to make the Transaction Documents to which it is a party admissible in evid-ence in its jurisdiction of incorporation; and

(iii) for it to carry on its business, and which are material,

have been obtained or effected and are in full force and effect.

(f) No default

(i) No Event of Default has occurred and is continuing or would reasonably be expected to result from the execution or performance of any Transaction Documents or the issuance of the Debentures.

(ii) 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 determ-ination under the relevant document or any combination of the foregoing, constitute) a default or termination event (however described) under any other agreement or instrument which is binding on the Company or any of its Assets or which might have a Material Adverse Effect.

(g) Pari passu ranking

Commencing from the Initial Security Creation Date, its payment obligations under the Transaction Documents shall rank at least pari passu with the claims of all of its other senior secured creditors, except for obligations mandatorily preferred by Applicable Law applying to companies generally. Commencing from the Deemed Date of Allotment until the Initial Security Creation Date, its payment obligations under the Transaction Documents rank at least pari passu with the claims of all of its other unsecured creditors, except for obligations mandatorily preferred by Applicable Law applying to companies generally.

(h) No proceedings pending

Except as disclosed by the Company in the Debt Disclosure Documents, annual reports and financial statements, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been commenced against the Company, which if determined adversely, may have a Material Adverse Effect.

(i) No misleading information

All information provided by the Company to the Debenture Trustee/Debenture Holders is true and accurate in all material respects as at the date it was provided or as

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at the date (if any) at which it is stated and is not misleading due to omission of material fact or otherwise.

(j) Compliance

(i) The Company has complied with Applicable Law.

(ii) There has not been and there is no investigation or enquiry by, or order, de-cree, decision or judgment of any Governmental Authority issued or out-standing or to the best of the Company's knowledge (after making due and careful enquiry), anticipated against the Company which would have a Ma-terial Adverse Effect.

(iii) No notice or other communication (official or otherwise) from any Govern-mental Authority has been issued or is outstanding or to the best of the Com-pany's knowledge (after making due and careful enquiry), anticipated with re-spect to an alleged, actual or potential violation and/or failure to comply with any such Applicable Law or requiring them to take or omit any action.

(iv) The Company shall complete all necessary formalities including all filings with the relevant regulatory authorities, including but not limited to the SEBI, the BSE, CERSAI and the ROC and obtain all consents and approvals re-quired for the completion of the Issue.

(k) Assets

Except for the security interests and encumbrances created and recorded with the ROC, 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.

(l) Financial statements

(i) Its financial statements most recently supplied to the Debenture Trustee as of March 31, 2019 were prepared in accordance with Indian GAAP consistently applied save to the extent expressly disclosed in such financial statements.

(ii) Its financial statements as of March 31, 2019 provided to the Debenture Trustee, give a true and fair view and represent its financial condition and op-erations during the Financial Year save to the extent expressly disclosed in such financial statements.

(m) Solvency

(i) The Company is able to, and has not admitted its inability to, pay its debts as they mature and has not suspended making payment on any of its debts and it has not been deemed by a court to be unable to pay its debts for the purposes of Applicable Law, nor will it become unable to pay its debts for the purposes of Applicable Law as a consequence of entering into the DTD or any other Transaction Document. PROVIDED THAT the foregoing shall not apply to any moratorium provided to the Company or re-scheduling pursuant to the Moratorium Directions (COVID-19).

(ii) The Company, by reason of actual or anticipated financial difficulties, has not commenced, and does not intend to commence, negotiations with one or

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more of its creditors with a view to rescheduling its Financial Indebtedness. PROVIDED THAT the foregoing shall not apply to any moratorium provided to the Company or re-scheduling pursuant to the Moratorium Direc-tions (COVID-19).

(iii) The value of the Assets of the Company is more than its liabilities (taking into account contingent and prospective liabilities) and it has sufficient cap-ital to carry on its business.

(iv) The Company has not taken any corporate action nor has it taken any legal proceedings or other procedure or steps in relation to any bankruptcy pro-ceedings.

(v) No insolvency or bankruptcy process has commenced under Applicable Law in respect of the Company (including pursuant to the (Indian) Insolvency and Bankruptcy Code, 2016, the Insolvency and Bankruptcy (Insolvency and Li-quidation Proceedings of Financial Service Providers and Application to Ad-judicating Authority) Rules, 2019, and any other rules and regulations made thereunder from time to time).

(vi) No reference has been made, or enquiry or proceedings commenced, in re-spect of the Company, before the National Companies Law Tribunal or under any mechanism or prescription of the RBI in respect of resolution/restructur-ing of stressed assets (including without limitation, under the RBI's circular no. DBR.No.BP.BC.45/21.04.048/2018-19 dated June 7, 2019 on "Prudential Framework for Resolution of Stressed Assets").

(n) Hypothecated Assets

(i) The Hypothecated Assets are the sole and absolute property of the Company and are free from any other mortgage, charge or encumbrance and are not subject to any lis pendens, attachment, or other order or process issued by any Governmental Authority.

(ii) None of the Client Loans comprising the Hypothecated Assets have been pre-viously hypothecated, sold, transferred or assigned to any other bank or fin-ancial institution.

(iii) The Transaction Documents executed or to be executed constitute legal, valid and enforceable security interest in favour of the Debenture Trustee and for the benefit of the Debenture Holders on all the assets thereby secured and all necessary and appropriate consents for the creation, effectiveness, priority and enforcement of such security have been obtained.

7.3 FINANCIAL COVENANTS

Until the Final Settlement Date, the Company shall:

(a) maintain a Capital Adequacy Ratio of 15% (fifteen percent) or such other higher threshold as may be prescribed by the RBI from time to time;

(b) maintain a Tier I Capital of 13% (thirteen percent) or such other higher threshold as may be prescribed by the RBI from time to time;

(c) ensure that the Total Liabilities shall not exceed 6 (six) times the Net Worth of the Company;

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(d) maintain a ratio of A:B of not more than 5% (five percent), where A is the PAR 90, and B is the aggregate assets under management of the Company, multiplied by 100, and followed by the "%" symbol;

(e) maintain a ratio of A:B of not more than 10% (ten percent), where A is the Net NPA, and B is the Equity, multiplied by 100, and followed by the "%" symbol;

(f) ensure that the minimum Equity shall not be less than INR 1000,00,00,000 (Indian Rupees One Thousand Crore);

(g) ensure that there is no loss on annual basis (as determined on a "profit after tax" basis in accordance with IND AS);

(h) ensure that the ratio of A:B is not be less than 1 (one) times, where A is the Assets of the Company that are classified as current assets (in accordance with Indian GAAP) and B is the Liabilities of the Company that are classified as current liabilities (in ac-cordance with IND AS);

(i) ensure that, commencing from June 30, 2020, the covenants prescribed in (a) to (h) above shall be tested for each Quarterly Date on the basis of consolidated and stan -dalone balance sheets of the Company on or prior to the Testing Date; and

(j) provide a certificate (in accordance with Section 7.4 below) confirming compliance of the Company with the financial covenants set out in Section 7.3 within 60 (sixty) calendar days from each Quarterly Date.

7.4 REPORTING COVENANTS

The Company shall provide or cause to be provided to the Debenture Trustee and to the Debenture Holders (including on any online reporting platform notified by the Debenture Trustee or any Debenture Holder), in form and substance reasonably satisfactory to the Debenture Trustee, each of the following items:

(a) prior to the Deemed Date of Allotment, all documents and information and confirma-tions comprising the Conditions Precedent;

(b) as soon as available, and in any event within 180 (one hundred and eighty) calendar days after the end of each Financial Year of the Company:

(i) certified copies of its audited consolidated and non-consolidated (if any) fin-ancial statements for its most recently completed fiscal year, prepared in ac-cordance with IND AS including its balance sheet, income statement and statement of cash flow.

All such information shall be complete and correct in all material respects and shall fairly represent the financial condition, results of operation and changes in cash flow and a list comprising all material financial liabilities of the Company whether absolute or contingent as of the date thereof; and

(ii) a certificate from an authorized officer of the Company confirming that there is no existing potential Event of Default or Event of Default;

(c) as soon as available, and in any event within 90 (ninety) calendar days from March 31 and September 30 of each Financial Year of the Company:

(i) certified copies of its audited financial statements on the basis of the stan-

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dalone balance sheets of the Company for its most recently completed half fiscal year, prepared in accordance with IND AS including its balance sheet, income statement and statement of cash flow.

All such information shall be complete and correct in all material respects and shall fairly represent the financial condition, results of operation and changes in cash flow and a list comprising all material financial liabilities of the Company whether absolute or contingent as of the date thereof; and

(ii) a certificate from an authorized officer of the Company confirming that there is no existing potential Event of Default or Event of Default;

(d) within 60 (sixty) calendar days after each Quarterly Date:

(i) certified copies of its un-audited consolidated and non-consolidated (if any) quarterly financial statements for the preceding fiscal quarter, prepared in ac-cordance with IND AS including its balance sheet, income statement and statement of cash flow;

(ii) details of operations, portfolio growth and asset quality (including static port-folio cuts, collection efficiency and portfolio at risk data), funding data, and asset liability management (ALM) data, in such form and manner as may be acceptable to the Debenture Holders;

(iii) copies of the quarterly returns filed with the RBI and SEBI; and

(iv) a certificate signed by a director or the chief financial officer of the Company stating that the Company is in compliance with all the covenants prescribed in Section 7.3;

(e) as soon as practicable, and in any event within 30 (thirty) Business Days after the Company obtains or reasonably should have obtained actual knowledge thereof, no-tice of the occurrence of any event or circumstance that could reasonably be expected to result in a Material Adverse Effect;

(f) as soon as practicable, and in any event within 30 (thirty) Business Days after the Company obtains or reasonably should have obtained actual knowledge thereof, no-tice of any dispute, litigation, investigation or other proceeding affecting the Com-pany or its property or operations, which, if adversely determined, could result in a Material Adverse Effect;

(g) as soon as practicable, and in any event within 30 (thirty) Business Days after the Company obtains or reasonably should have obtained actual knowledge thereof ob-tains or reasonably, notice of the occurrence of any Event of Default or potential Event of Default including any steps taken to cure such event;

(h) as soon as practicable, and in any event within 30 (thirty) Business Days, any prepay-ment, or the receipt of notice of any Financial Indebtedness of the Company declared to be due and payable or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof;

(i) as soon as practicable, and in any event within 30 (thirty) Business Days after such default, notice of any default in the observance or performance of any agreement or condition relating to any Financial Indebtedness by the Company or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause or to permit the holder or holders of such Financial Indebtedness to cause

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(determined without regard to whether any notice is required) any such Financial In-debtedness to become due prior to its stated maturity in respect of the Company;

(j) as soon as practicable, and in any event within 30 (thirty) Business Days of receiving any notice of any application for winding up/insolvency having been made or any no-tice of winding up or insolvency under the provisions of the Act or the (Indian) In-solvency and Bankruptcy Code, 2016 or any other statute relating to winding up/in-solvency or otherwise of any suit or other legal process intended to be filed or initi-ated against the Company;

(k) as soon as practicable and in any event within 30 (thirty) Business Days of the occur-rence of:

(i) any change in the board of directors of the Company;

(ii) any change in the accounting policy of the Company;

(iii) any change in the shareholding in the Company;

(iv) any change in senior management officials of the Company being the chief executive officer or any other official discharging similar functions and re-sponsibilities;

(v) approval by the board of directors of the annual business plan of the Com-pany, a snapshot (in a form acceptable to the Debenture Trustee and the Debenture Holders) of the approved annual business plan;

(vi) details of the occurrence of any fraud amounting to more than 1% (one per-cent) of the Gross Loan Portfolio;

(vii) any change in the Constitutional Documents of the Company other than in re-spect of an increase in its authorized capital for any equity raise by the Com-pany in the ordinary course of business which does not result in a Change of Control;

(viii) new products introduced or change in existing product features by the Com-pany;

(ix) new business correspondent relationships or discontinuance of existing rela-tionships by the Company;

(x) geographical expansion to any new state/city/district/location by the Com-pany;

(xi) material changes to any information technology system or monthly reporting/information systems used by the Company;

(xii) any change in credit bureaus used by the Company; and

(xiii) any revisions in business plans of the Company;

(l) without prejudice to 7.4(c), within 60 (sixty) calendar days from each Quarterly Date, a certification from an authorized signatory or director or the Chief Financial Officer confirming compliance with the financial covenants set out in Section 7.3;

(m) within such timelines as may be prescribed by the Debenture Trustee, provide all rel-evant information required by the Debenture Trustee for the effective discharge of its

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duties and obligations under the Transaction Document, including but not limited to the copies of all reports, balance sheets and the profit and loss account of the Com-pany;

(n) on a quarterly basis (and within such days from each Quarterly Date as may be pre-scribed by the Debenture Trustee), provide to the Debenture Trustee:

(i) a certificate from the Company's director or the managing director certifying the value of the book debts/receivables; and

(ii) a certificate from an independent chartered accountant providing/confirming the value of the book debts/receivables;

(o) (if so required by the Debenture Trustee and within the timelines agreed with the Debenture Trustee) provide to the Debenture Trustee a certificate from the statutory auditor of the Company providing/confirming the value of the book debts/receivables and/or the utilisation of the proceeds of the Debentures (together with such details and information as may be required by the Debenture Trustee);

(p) without prejudice of (o) below, as soon as practicable and in any event within 30 (thirty) calendar days of receipt of a request, such additional documents or informa-tion as the Debenture Trustee or the Debenture Holders, may reasonably request from time to time; and

(q) as soon as practicable and in any event within the timelines prescribed by the Deben-ture Trustee (and Applicable Law), such other information, notifications, details, doc-uments, reports, statements and certificates (including from chartered accountants, auditors and/or directors of the Company) as may be required by the Debenture Trustee from time to time, to ensure compliance with the provisions of the Applicable Law, including but not limited to the Debenture Trustees Regulations and the Com-panies (Share Capital and Debentures) Rules, 2014.

7.5 AFFIRMATIVE COVENANTS

The Company shall:

(a) Use of Proceeds

Use the proceeds of the Issue only for the Purpose and in accordance with Transaction Documents;

(b) Notice of Winding up or other Legal Process

promptly, and in any case not later than 10 (ten) Business Days of occurrence, inform the Debenture Trustee if it has received:

(i) any notice of any application for winding up or insolvency process or any statutory notice of winding up or insolvency process under the provisions of the Act or any other Applicable Law (including the (Indian) Insolvency and Bankruptcy Code, 2016, the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019, and any other rules and regulations made thereunder from time to time); or

(ii) any other notice under any other statute relating to the commencement/initi-ation of winding up or insolvency process or otherwise of any suit or other

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legal process against the Company;

(c) Loss or Damage by Uncovered Risks

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

(d) Costs and Expenses

pay all reasonable costs, charges and expenses in any way incurred by the Debenture Trustee towards protection of the Debenture Holders' interests, including traveling 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;

(e) Payment of Rents, etc.

punctually pay all rents, royalties, taxes, rates, levies, cesses, assessments, impositions and outgoings, governmental, municipal or otherwise imposed upon or payable by the Company as and when such amounts are payable;

(f) Preserve Corporate Status

(i) diligently preserve and maintain its corporate existence and status and all rights, privileges, and concessions now held or hereafter acquired by it in the conduct of its business;

(ii) comply with all acts, authorizations, consents, permissions, rules, regulations, orders and directions of any Governmental Authority; and

(iii) not do or voluntarily suffer or permit to be done any act or thing whereby its right to transact its business might or could be terminated or whereby pay-ment of the Outstanding Amounts might or would be hindered or delayed;

(g) 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 applicable state laws. In the event the Company fails to pay such stamp duty, other duties, taxes and penalties as aforesaid, the Debenture Trustee shall be at liberty (but shall not be bound) to pay such amounts and the Company shall reimburse the aforementioned amounts to the Debenture Trustee on demand;

(h) Furnish Information to Debenture Trustee

(i) provide to the Debenture Trustee or its nominee(s)/ agent(s) such informa-tion/copies of relevant extracts as they may require on any matters relating to the business of the Company or to investigate the affairs of the Company;

(ii) allow the Debenture Trustee to make such examination and investigation as and when deemed necessary and shall furnish the Debenture Trustee with all such information as they may require and shall pay all reasonable costs, charges and expenses incidental to such examination and investigation;

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(iii) furnish quarterly reports to the Debenture Trustee (as may be required in ac-cordance with Applicable Law) containing the following particulars:

(A) updated list of the names and addresses of the Debenture Holders;

(B) details of the interest due, but unpaid and reasons thereof;

(C) the number and nature of grievances received from the Debenture Holders and resolved and unresolved by the Company along with the reasons for the same; and

(D) a statement that the Hypothecated Assets are sufficient to discharge the claims of the Debenture Holders as and when they become due; and

(iv) inform and provide the Debenture Trustee with applicable documents in re-spect of the following:

(A) notice of any Event of Default or potential Event of Default; and

(B) any and all information required to be provided to the Debenture Holders under Applicable Law and the listing agreement to be entered into between the Company and the BSE;

(i) Redressal of Grievances

promptly and expeditiously attend to and redress the grievances, if any, of the Debenture Holders. The Company further undertakes that it shall promptly comply with the suggestions and directions that may be given in this regard, from time to time, by the Debenture Trustee and shall advise the Debenture Trustee periodically of the compliance;

(j) Comply with Investor Education and Protection Fund Requirements

comply with the provisions of the Act relating to transfer of unclaimed/ unpaid amounts of interest on Debentures and redemption of Debentures to Investor Education and Protection Fund ("IEPF"), if applicable to it. The Company hereby further agrees and undertakes that until the Final Settlement Date it shall abide by the regulations, rules or guidelines/listing requirements if any, issued from time to time by the Ministry of Corporate Affairs, RBI, SEBI or any other competent Governmental Authority;

(k) Corporate Governance; Fair Practices Code

comply with any corporate governance requirements applicable to the Company (as may be prescribed by the RBI, SEBI, any stock exchange, or any Governmental Authority) and the fair practices code prescribed by the RBI;

(l) Further Assurances

(i) provide details of any litigation, arbitration or administrative proceedings that if determined adversely could have a Material Adverse Effect on the Com-pany;

(ii) comply with any monitoring and/or servicing requests from Debenture Hold-ers;

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(iii) execute and/or do, at its own expense, all such deeds, assurances, documents, instruments, acts, matters and things, in such form and otherwise as the Debenture Trustee may reasonably or by Applicable Law require or consider necessary in relation to enforcing or exercising any of the rights and authorit -ies of the Debenture Trustee;

(iv) 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 to lawfully enter into and perform its obligations under the DTD or to ensure the legality, validity, enforceability or admissibility in evidence in India of the DTD;

(v) comply with:

(A) all Applicable Law (including but not limited to environmental, so-cial and taxation related laws and all directions issued by the RBI to non-banking financial companies), as applicable in respect of the Debentures and obtain such regulatory approvals as may be required from time to time;

(B) the Debenture Trustees Regulations as in force from time to time, in so far as they are applicable to the Debentures and furnish to the Debenture Trustee such data, information, statements and reports as may be deemed necessary by the Debenture Trustee in order to en-able them to comply with the provisions of Regulation 15 of the Debenture Trustees Regulations thereof in performance of their du-ties in accordance therewith to the extent applicable to the Deben-tures;

(C) the provisions of the Act in relation to the Issue;

(D) procure that the Debentures are rated and continue to be rated until the Final Settlement Date; and

(E) ensure that, at time of making any payment of interest or repayment of the principal amount of the Debentures in full or in part, the Com-pany shall do so in the manner that is most tax efficient for the Debenture Holders but without, in any way requiring the Company to incur any additional costs, expenses or taxes and the Company shall avail of all the benefits available under any treaty applicable to the Company and/or the Debenture Holders;

(m) Collateral

the Company hereby further agrees, declares and covenants with the Debenture Trustee that:

(i) the Debentures shall be collateralised by a first ranking exclusive continuing security by way of a first ranking exclusive charge on the Hypothecated As-sets in favour of the Debenture Trustee for the benefit of the Debenture Hold-ers;

(ii) all the Hypothecated Assets that will be charged to the Debenture Trustee un-der the Deed of Hypothecation shall always be kept distinguishable and held as the exclusive property of the Company specifically appropriated to this Se-curity and be dealt with only under the directions of the Debenture Trustee;

(iii) the Company shall not create any charge, lien or other encumbrance upon or

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over the Hypothecated Assets or any part thereof except in favour of the Debenture Trustee nor will it do or allow anything that may prejudice this Se-curity;

(iv) the Debenture Trustee shall be at liberty to incur all costs and expenses as may be necessary to preserve this Security and to maintain the Security undi-minished and claim reimbursement thereof;

(v) to create the security over the Hypothecated Assets as contemplated in the Transaction Documents on or prior to the Initial Security Creation Date by executing the duly stamped Deed of Hypothecation;

(vi) to register and perfect the security interest created thereunder by filing Form CHG-9 with the concerned ROC and ensuring and procuring that the Deben-ture Trustee files the prescribed Form I with CERSAI reporting the charge created to the CERSAI in relation thereto, as soon as practicable and in any case no later than 30 (thirty) calendar days from the date on which such se-curity over the Hypothecated Assets is created in accordance with the Deed of Hypothecation;

(vii) commencing from the Initial Security Creation Date until the Final Settle-ment Date, the Company shall, at the time periods set out in the Deed of Hy-pothecation, provide a list of specific loan receivables/identified book debts to the Debenture Trustee over which charge is created and subsisting by way of hypothecation in favour of the Debenture Trustee (for the benefit of the Debenture Holders) and sufficient to maintain the Security Cover ("Monthly Hypothecated Assets Report");

(viii) to keep the Application Money in a separate bank account in the event the DTD and the other Transaction Documents are not executed on or before the Deemed Date of Allotment;

(ix) the Company shall, on each Top-up Date (as defined in the Deed of Hypo-thecation), add fresh receivables to the Hypothecated Assets so as to ensure that the Security Cover is maintained or to replace such Hypothecated Assets that do not satisfy the eligibility criteria prescribed in the Transaction Docu-ments.;

(x) the Company shall, on a half yearly basis, as and when required by the Debenture Trustee, give full particulars to the Debenture Trustee of all the Hypothecated Assets from time to time;

(xi) furnish and verify all statements, reports, returns, certificates and information from time to time and as required by the Debenture Trustee in respect of the Hypothecated Assets;

(xii) furnish and execute all necessary documents to give effect to the Hypothec-ated Assets;

(xiii) the security interest created on the Hypothecated Assets shall be a continuing security;

(xiv) the Hypothecated Assets shall fulfil the eligibility criteria set out in the Deed of Hypothecation;

(xv) nothing contained herein shall prejudice the rights or remedies of the Deben-ture Trustee and/ or the Debenture Holders in respect of any present or future

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security, guarantee obligation or decree for any indebtedness or liability of the Company to the Debenture Trustee and/ or the Debenture Holders;

(xvi) the Debenture Holders shall have a beneficial interest in the Hypothecated Assets of the Company which have been charged to the Debenture Trustee to the extent of the Outstanding Amounts of the Debentures under the DTD; and

(xvii) to forthwith upon demand by the Debenture Trustee, reimburse to the Deben-ture Trustee all amounts paid by the Debenture Trustee to reasonably protect the Hypothecated Assets and such amounts shall be deemed to be secured by the Hypothecated Assets;

(n) Filings; Compliance with BSE Requirements

the Company hereby further agrees, declares and covenants with the Debenture Trustee that:

(i) while submitting half yearly/annual financial results in accordance with Reg-ulation 52 of the LODR Regulations, the Company shall file with the BSE for dissemination, along with a noting certificate of the Debenture Trustee, con-taining, inter alia, the following information:

(A) credit rating (and any change thereto);

(B) asset cover, if required, accompanied with a half yearly certificate re-garding maintenance of 100% asset cover in respect of the Deben-tures, by either a practicing company secretary or a practicing chartered accountant, within one month from the end of the half year;

(C) debt to equity ratio accompanied with a certificate of a practicing chartered accountant confirming such debt to equity ratio;

(D) previous Due Date for the payment of interest/principal and whether the same has been paid or not;

(E) next Due Date for the payment of interest/principal;

(F) debt service coverage ratio (if required);

(G) interest service coverage ratio (if required);

(H) outstanding redeemable preference shares (quantity and value);

(I) debenture redemption reserve;

(J) net worth;

(K) net profit after tax; and

(L) earnings per share;

(ii) 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;

(iii) in accordance with Regulation 56 of the LODR Regulations, the Company

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shall submit the following to the Debenture Trustee:

(A) 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;

(B) a 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);

(C) intimations regarding any revision in the rating or any default in timely payment of interest or redemption or both in respect of the non-convertible debt securities issued by the Company or any failure to create charge on the assets; and

(D) 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.

(iv) in accordance with Regulation 58 of the LODR Regulations, the Company shall furnish the following to the Debenture Holders in the manner prescribed therein:

(A) physical copies of full annual reports to those Debenture Holders who request the same;

(B) notice of all meetings of the Debenture Holders specifically stating that the provisions for appointment of proxy in accordance with Section 105 of the Companies Act, 2013 shall be applicable for such meeting; and

(C) proxy forms for the Debenture Holders clearly providing the Debenture Holders to vote for each resolution in such a manner that they may vote either for or against each resolution;

(o) Execution of Security Documents

in the event of any delay in the execution of the Deed of Hypothecation or the creation of security in terms thereof, the Company will, at the option of the Debenture Holders, either:

(i) refund the Application Money as set out in the DTD, to the Debenture Hold-ers; or

(ii) pay to the Debenture Holders penal interest at the rate of 2% p.a. (two per-cent per annum) charged on the Outstanding Principal Amounts in addition to the Interest Rate until the Deed of Hypothecation is duly executed or the se-curity is duly created in terms thereof;

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(p) Internal Control

the Company shall maintain internal control for the purpose of:

(i) preventing fraud on amounts lent by the Company; and

(ii) preventing money being used for money laundering or illegal purposes;

(q) Audit and Inspection

the Company shall permit visits and inspection of books of records, documents and accounts to the Debenture Trustee and representatives of Debenture Holders as and when required by them;

(r) Books and Records

the Company shall maintain its accounts and records in accordance with Applicable Law; and

(s) Access; Periodic Portfolio Monitoring

the Company shall provide the Debenture Trustee and the Debenture Holders and any of their representatives, professional advisers and contractors with access to and/or permit them to, at the cost of the Company:

(i) examine and inspect the books and records, office premises, and the premises of the Company;

(ii) portfolio data in the format prescribed by the Debenture Holders from time to time; and

(iii) discuss the affairs, finances and accounts of the Company, and be advised as to the same, by the relevant officers.

7.6 NEGATIVE COVENANTS

The Company shall not take any action in relation to the items set out in this Section 7.6 without the prior written consent of the Debenture Trustee. The Debenture Trustee shall endeavour (but is not bound to) to provide its prior written consent/dissent within 15 (fifteen) Business Days after receiving a request to provide its consent. PROVIDED THAT such request must be accompanied by all relevant information substantiating the request to enable the Debenture Holders to make a reasoned decision. The Debenture Trustee reserves the right to take the consent of the Majority Debenture Holders prior to any such approval/dissent, if it deems necessary.

(a) Change of Business /Constitutional Documents

(i) change the general nature of its business from that which is permitted as a non-deposit accepting or holding non-banking financial company - micro-fin-ance institution registered with the RBI;

(ii) any diversification of its business outside from that which is permitted as a non-deposit accepting or holding non-banking financial company - micro-fin-ance institution registered with the RBI; or

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(iii) any proposed changes to its Constitutional Documents, which change, in the reasonable opinion of the Debenture Trustee adversely affects the interests of the Debenture Holders, including changes in provisions pertaining to main objects, share capital (other than in respect of an increase in its authorized capital for any equity raise by the Company in the ordinary course of busi-ness which does not result in a Change of Control), business or operation of the Company, borrowing powers, etc.;

(b) Dividend

(i) declare or pay any dividend to its shareholders (including holders of prefer-ence shares) during any Financial Year unless it has paid or made arrange-ments to pay (to the satisfaction of the Debenture Trustee) all the dues to the Debenture Holders/ Debenture Trustee upto the date on which the dividend is proposed to be declared or paid or has made satisfactory provisions thereof; or

(ii) if an Event of Default has occurred and is continuing, declare or pay any di-vidend to its shareholders;

(c) Merger, Consolidation, etc.

in any Financial Year:

(i) undertake or permit any merger, acquisition, investment, re-structuring or amalgamation of the Company; or

(ii) enter into any merger, de-merger, consolidation, re-organization, scheme of arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction.

PROVIDED THAT the foregoing shall not apply in case where the Company not entering into any such any merger, de-merger, consolidation, re-organization, scheme of arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction, may result in an Event of Default or potential Event of Default;

(d) Change of Control

permit the occurrence of any Change of Control, or any Change of Control Event;

(e) Loans and Guarantees

the Company shall not:

(i) provide any loan or any other form of Financial Indebtedness to any person in excess of 10% (ten percent) of the Net Worth of the Company;

(ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of any person; or

(iii) permit to subsist any guarantee in respect of any Financial Indebtedness of any other person;

(f) Promoter Shareholding

issue any additional shares or equity interests or permit any of its existing shares or

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equity interests to be transferred, sold, pledged or otherwise encumbered which would lead to the Promoters, directly or indirectly:

(i) ceasing to maintain their current shareholding (as of the Effective Date) in the Company; or

(ii) ceasing to Control the Company;

(g) Role of Promoter

the Promoters ceasing to be involved in the management of the Company or the Promoters ceasing to direct the management or policy decisions of the Company;

(h) Disposal of Assets

sell, transfer, or otherwise dispose of in any manner whatsoever any material Assets of the Company (whether in a single transaction or in a series of transactions (whether related or not) or any other transactions which cumulatively have the same effect) other than any securitization/portfolio sale of assets undertaken by the Company in its ordinary course of business;

(i) Anti-money Laundering

permit any of the Debenture proceeds to be used to fund any form of violent political activity, terrorists or terrorist organizations, nor any money laundering process or scheme to disguise illegally obtained funds, nor any other criminal activity including arms sales, drug trafficking, robbery, fraud or racketeering;

(j) Change in Capital Structure

(i) permit or undertake any change in capital structure that would lead to a re -duction in the paid-up capital or authorized capital of the Company;

(ii) purchase, redeem buyback, defease, retire, return or pay any of its issued shares or reduce its share capital or resolve to do any of the foregoing;

(k) Change in Financial Year

change its Financial Year end from March 31 of each year to any other date; or

(l) Business

undertake any new major new businesses except in relation to financial services or diversify its business outside the financial services sector.

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SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the 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.

8.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The 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.

8.2 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 corporate action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.

8.3 Trustee for the Debenture Holder(s)

The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement and the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and coupon thereon and they will take necessary action, subject to and in accordance with the Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder 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.

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8.4 Sharing of Information

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

8.5 Debenture Holder 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.

8.6 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 in the manner as provided for in the Debenture Trust Deed.

For the avoidance of doubt, the following matters require the consent of Majority Debenture Holders, either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture Holders:

A. Amendment to the terms and conditions of the Debentures or the Transaction Documents.

8.7 Right to accept or reject Applications

The Board of Directors/Committee of 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.

8.8 Notices

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

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery, email or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”.

Notice(s) shall be deemed to be effective (a) in the case of registered mail, 5 (Five) Business Days after posting via certified or registered mail, return receipt requested; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next Business day delivery (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission; (d) in the case of personal delivery, at the time of delivery or (e) or in case of e-mail at the time of the sending thereof (provided no delivery failure notification is received by the sender within 24 hours of sending such email).

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8.9 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.

The subscription to the Debentures shall be made by the Eligible Investors through the electronic book mechanism as prescribed by SEBI under the EBP Guidelines by placing bids on the EBP Platform during the Issue period. In case the Eligible Investors are not registered on the EBP Platform, they will have to register themselves as an "investor" on the EBP Platform (as a one time exercise) and also complete the mandatory "know your customer" verification process. The Eligible Investors should also refer to the operational guidelines of the relevant EBP in this respect. The disclosures required pursuant to the EBP Guidelines are set out hereinbelow:

Details of size of issue including green shoe option, if any and a range within which green shoe may be retained (if applicable)

200 (Two Hundred) rated, senior, redeemable, taxable, transferable, listed, non-convertible debentures of face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each, aggregating up to Rs. 20,00,00,000/- (Rupees Twenty Crores Only) Green Shoe Option: N.A.

Bid opening and closing date Bid opening date: June 29, 2020

Bid closing date: June 29, 2020Minimum Bid Lot 10 Debentures (being INR 1,00,00,000/-), and

in the multiples of 10 Debenture thereafter (being INR 1,00,00,000/-)

Manner of bidding in the Issue Closed bidding Manner of allotment in the Issue Uniform Yield AllotmentManner of settlement in the Issue Pay-in of funds through ICCL.

The pay-in of the Application Money 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 the Electronic Book Provider into the account of the ICCL, as specified in this regard below.

Settlement Cycle T+1Settlement of the Issue will be on June 30, 2020.

Process flow of settlement:

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Eligible Investors whose bids have been accepted by the Issuer and to whom a signed copy of this Information Memorandum along with the PPOA have been issued by the Issuer and who have submitted/shall submit the Application Form ("Successful Bidders"), shall make the payments in respect of the Application Money in respect of the Debentures towards the allocation made to them, into the bank account of the ICCL, the details of which are as set out below, on the Deemed Date of Allotment:

Name of the Bank INDIAN CLEARING CORPORATION LTD

IFSC Code ICIC0000106Account Number ICCLEBName of the beneficiary INDIAN CLEARING CORPORATION

LIMITED

The pay-in of the Application Money by the Successful Bidders will be made only from the bank account(s), which have been provided / updated by them in the EBP system. Any amount received from third party accounts or from accounts not specified in the EBP system will be refunded and no allotment will be made against such payments. Upon the transfer of funds into the aforesaid account of ICCL and the Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the Successful Bidders to the ICCL, the R&T Agent and the EBP and initiating the requisite corporate action for allotment of Debentures and credit of the demat letter of allotment into the relevant demat account of the Successful Bidders through the R&T Agent, the R&T Agent shall provide corporate action file along with all requisite documents to the relevant Depositories by 12:00 hours and also intimate the EBP of the aforesaid actions. Upon the Depositories confirming the allotment of the Debentures and the credit of the Debentures into the demat account of the Successful Bidders to EBP, the subscription monies in respect of the Debentures from the aforesaid account of ICCL shall be released into the Issuer’s bank account, the details of which are as set out below:

Name of the Bank Axis Bank Limited IFSC Code UTIB0000791Account Number 912020014420522Name of the beneficiary Fusion Microfinance Private Limited

It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund receipt against any given obligation will be treated as a default and debarment penalties will be applicable as specified by the EBP Guidelines and other Applicable Law.

8.10 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, and the procedure will be subject to the EBP Guidelines.

8.11 Fictitious Application

All fictitious applications will be rejected.

8.12 Basis of Allotment

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Notwithstanding anything stated elsewhere, the Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. In case of over subscription, allotment shall be made on a "yield time priority basis" in accordance with the EBP Guidelines. The investors will be required to remit the funds in the account of the ICCL as well as submit the duly completed Application Form along with other necessary documents to the Issuer by the Deemed Date of Allotment.

8.13 Payment Instructions

The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rs. Ten Lakh only) per Debenture is payable along with the making of an application. Applicants can remit the application amount on the Pay-in Date in the account of ICCL mentioned under Section 8.9 above.

8.14 Eligible Investors

The following categories of Investors, who have been specifically approached and have been identified upfront, are eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form:A. Mutual Funds;B. Public financial institutions as defined in Section 2(72) of the Companies Act, 2013;C. Scheduled banks and Non-banking financial companies;D. Insurance companies;E. Cooperative banks, regional rural banks and infra-financing companies authorised to invest in

debentures;F. Provident Funds, Gratuity Funds, Superannuation Funds and Pension Funds;G. Corporates;H. Banks;I. Foreign Portfolio Investors (FPIs) (subject to compliance with the SEBI/ RBI norms);J. Foreign Institutional Investors (FIIs) (subject to compliance with the SEBI/ RBI norms);K. Qualified Foreign Investors (QFIs);L. Insurance Companies;M. Investment holding companies of high net worth individuals;N. Trusts authorised to invest in debentures;O. Statutory corporations/ undertakings established by Central/ State legislature authorized to

invest in Debentures; andP. Any other person / investor (not being an individual or a group of individuals) eligible to

invest in the Debentures as per extant rules and regulations.

Without prejudice to the aforesaid, where the selection of the eligible investors is required to be done pursuant to bidding mechanism on the EBP Platform under the EBP Guidelines or any other successive arrangement/platform mandated by SEBI, only those persons out of the aforesaid categories of Eligible Investors, who are registered on the EBP Platform and are eligible to make bids for the Debentures of the Issuer and to whom allocation is to be made by Issuer pursuant to selection under the electronic book mechanism for issuance of securities on private placement basis in terms of the EBP Guidelines and the Electronic Book Providers shall be considered as "identified persons" for the purposes of Section 42(2) of the Companies Act, 2013, to whom the Company shall make private placement of the Debentures and only such "identified persons" shall receive a direct communication from the Company with offer to subscribe to the Debentures and only such "identified persons" shall be entitled to subscribe to the Debentures. Additionally, those arrangers/brokers/intermediaries etc. (as per the defined limits under the EBP Guidelines) specifically mapped by the Company on the EBP Platform are also eligible to bid/apply/invest for this Issue.

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All Eligible Investors are required to check and comply with Applicable Law(s) including the relevant rules / regulations / guidelines applicable to them for investing in this Issue of Debentures and the Company, is not in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Company required to check or confirm the same. Hosting of the Information Memorandum on the website of the BSE should not be construed as an offer or an invitation to offer to subscribe to the Debentures and the same has been hosted only as it is stipulated under the SEBI Debt Listing Regulations read with the EBP Guidelines. Eligible Investors should check their eligibility before making any investment.

All potential 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.

8.15 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-a-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

H. The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the

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payment of the redemption amount or other benefits, until such time that the beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

8.16 Depository Arrangements

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

8.17 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.

8.18 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.

8.19 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 certificateB. Resolution authorizing investment and containing operating instructionsC. Specimen signature of authorized signatories

8.20 Documents to be provided by Investors

Investors need to submit the following documents, as applicableA. Memorandum and Articles of Association or other constitutional documentsB. Resolution authorising investmentC. Power of Attorney to custodianD. Specimen signatures of the authorised signatoriesE. SEBI registration certificate (for Mutual Funds)F. Copy of PAN cardG. Application Form (including EFT/RTGS details)

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8.21 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.

8.22 Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the liquidator or such other legal representative of the Debenture Holder(s) as having title to the Debenture(s).

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

8.23 Mode of Payment

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

8.24 Effect of Holidays

In case any Coupon Payment Date falls on a day which is not a Business Day the payment to be made on such Coupon Payment Date shall be made on the immediately succeeding Business Day. When the Redemption Date falls on a day which is not a Business Day, all payments to be made on the Redemption Date (including accrued Coupon), shall be made on the immediately preceding Business Day.

8.25 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 Holder(s) at the office of the R&T Agents of the Issuer at least 15 (Fifteen) calendar 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.

8.26 Letters of Allotment

The letter of allotment, indicating allotment of the Debentures, 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 Debentures, in dematerialised form, within 3 (Three) Business Days from the Deemed Date of Allotment or within such timelines as permissible under applicable law.

8.27 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 June 30, 2020 by which date the Investors would be intimated of allotment.

8.28 Record Date

The Record Date will be 3 (three) business days prior to any Due Date.

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

8.30 Interest on Application Money

Interest shall be payable on all application monies received at the Coupon Rate. Such interest shall be payable from the from the credit of subscription monies in respect of the Debentures 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.

8.31 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.

8.32 Payment on Redemption

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date.

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

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

Disclaimer: Please note that only those persons to whom this Information 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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SECTION 9: DECLARATION

The Issuer declares that all the relevant provisions in the regulations/guideline issued by SEBI and other applicable laws have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable laws, as the case may be. The information contained in this Information Memorandum is as applicable to privately placed debt securities and subject to information available with the Issuer. The extent of disclosures made in the Information Memorandum is consistent with disclosures permitted by regulatory authorities to the issue of securities made by the companies in the past.

For Fusion Microfinance Private Limited

_________________________Authorised SignatoryName: ______________________Title: _______________________Date: June 29, 2020

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DECLARATION (To be provided by the Directors)

A. The Issuer has complied with the provisions of the Companies Act, 2013 and the rules made here -under;

B. The compliance with the Companies Act, 2013 and the rules made thereunder do not imply that payment of dividend or interest or repayment of the Debentures, if applicable, is guaranteed by the Central Government; and

C. the monies received under the offer shall be used only for the purposes and objects indicated in this Information Memorandum.

I am authorized by the Board of Directors of the Issuer vide resolution dated June 27, 2020, to sign this Information Memorandum and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with.

Whatever is stated in this Information Memorandum and in the attachments thereto is true, correct and complete and no information material to the subject matter of this Information Memorandum has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this Information Memorandum.

For Fusion Microfinance Private Limited

_________________________Authorised SignatoryName: Mr. Devesh SachdevTitle: Managing Director & CEODate: June 29, 2020

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ANNEXURE I: TERM SHEET

As set out in Clause 5.23 (Issue Details) above.

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ANNEXURE II: RATING LETTER FROM THE RATING AGENCY

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ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

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ANNEXURE IV: APPLICATION FORM

FUSION MICROFINANCE PRIVATE LIMITEDCIN: U65100DL1994PTC061287

A private limited company incorporated under the Companies Act, 1956Date of Incorporation: September 05, 1994

Registered Office: H-1, Block C, Community Centre, Naraina Vihar, Near Gurudwara,New Delhi, 110028

Telephone No.: +91 – 011 46646600Website: http://www.fusionmicrofinance.com/

APPLICATION FORM SERIAL NO. 0 3 / 2 0 2 0 - 2 1

Issue of 200 (Two Hundred) rated, senior, redeemable, taxable, transferable, listed, non-con-vertible debentures Rs. 10,00,000/- (Rupees Ten Lakh Only) each, aggregating upto Rs. 20,00,00,000/- (Rupees Twenty Crores Only), fully paid-up for cash at par to the face value on a private placement basis (the “Issue”).

Debentures applied for:

Number of Debentures: _________________In words ______________

Amount Rs. ________________/-in words (Rupees __________________ Only)

DETAILS OF PAYMENT:

NEFT/ RTGS No. _____________ Drawn on_____________________ Bank

Funds transferred to Fusion Micro Finance LimitedDated ____________

Total Amount Enclosed (In Figures) Rs. __________________________/- (In words) Indian Rupees _____________________ Only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS:

ADDRESS

STREET

CITY

PIN PHONE FAX

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

I AM / WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

We have read and understood the terms and conditions of the issue of Debentures including the risk factors described in the private placement offer cum application letter dated 30 June, 2020 ("PPOA") and have considered these in making our decision to apply. We bind ourselves to the terms and condi-tions of the PPOA and wish to apply for allotment of the Debentures. We request you to please place our name(s) on the register of holders.

Name of the Authorised Signat-ory(ies)

Designation Signature

_______________________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 NameDP-IdBeneficiary Account NumberName of the Applicant(s)

Applicant Bank Account:NEFT/ RTGS(Settlement by way of Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT/RTGS/other permitted mechanisms)

FOR OFFICE USE ONLY DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the PPOA is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer, and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have, for the purpose of investing in these Debentures, carried out our own due diligence and made our own decisions with respect to in-vestment 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 men -

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tioned 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 Deposit-ory 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.

_________________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 3 / 2 0 2 0 - 2 1

Received from _______________________________________________ Address______________________________________________________________________________________________________________________________________Cheque/Draft/UTR # ____________________Drawn on__________________________ for Rs. _____________________ on account of application of Debenture

________________________________________

Initial of the Officer of Fusion Micro Finance Limited designated to keep the record

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INSTRUCTIONS

1. Application form must be completed in full, IN ENGLISH.

2. Signatures must be made in English or in any of the Indian languages. Thumb Impressions must be attested by an authorized official of the Bank or by a Magistrate/Notary Public under his/her official seal.

3. Application form, duly completed in all respects, must be submitted with the respective Collecting Bankers. The payment is required to be made only to the following account of ICCL, in accordance with the terms of the EBP Guidelines:

Beneficiary name INDIAN CLEARING CORPORATION LTD

Beneficiary account no. ICCLEBBranch address Beneficiary bank ICICI BANKAccount type IFSC code ICIC0000106

The Company undertakes that the application money deposited in the above-mentioned bank account shall not be utilized for any purpose other than a) for adjustment against allotment of securities; or b) for the repayment of monies where the company is unable to allot securities.

4. Receipt of applicants will be acknowledged by the Company in the “Acknowledgement Slip” appearing below the application form. No separate receipt will be issued.

5. All applicants should mention their Permanent Account No. or their GIR No. allotted under Income Tax Act, 1961 and the Income Tax Circle/Ward/District. In case where neither the PAN nor the GIR No. has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided. Income Tax as applicable will be deducted at source at the time of payment of interest including interest payable on application money.

6. The application would be accepted as per the terms of the manner outlined in the transaction documents for the private placement.

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ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS

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ANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS

Illustration of Bond Cash FlowsCompany Fusion Microfinance Private Limited Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakhs only)Issue Date / Date of Allotment Issue Opening Date: June 29, 2020

Deemed Date of Allotment: June 30, 2020Maturity Date June 30, 2023Frequency of the Coupon Payment with specified dates

Coupon payable quarterly.30-Sep-2030-Dec-2030-Mar-2130-Jun-2130-Sep-2130-Dec-2130-Mar-2230-Jun-2230-Sep-2230-Dec-2230-Mar-2330-Jun-23

Day Count Convention Actual/Actual

Coupon Payment Dates Coupon Amount (in Rupees)

Principal Payment Date(s)

Principal Amount (in

Rupees)30-Jul-20 -

30-Aug-20 - 30-Sep-20 56,71,233 30-Oct-20 - 30-Nov-20 - 30-Dec-20 56,09,589 30-Jan-21 - 28-Feb-21 - 30-Mar-21 55,47,945 30-Apr-21 - 30-May-21 - 30-Jun-21 56,71,233 30-Jul-21 -

30-Aug-21 - 30-Sep-21 56,71,233 30-Oct-21 - 30-Nov-21 - 30-Dec-21 56,09,589 30-Jan-22 - 28-Feb-22 - 30-Mar-22 55,47,945 30-Apr-22 - 30-May-22 - 30-Jun-22 56,71,233 30-Jul-22 -

30-Aug-22 -

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30-Sep-22 56,71,233 30-Oct-22 - 30-Nov-22 - 30-Dec-22 56,09,589 30-Jan-23 - 28-Feb-23 - 30-Mar-23 55,47,945 30-Apr-23 - 30-May-23 - 30-Jun-23 56,71,233 30-Jun-23 20,00,00,000

TOTAL 20,00,00,000