Issue Opening: December 13, 2018 Issue closes on MONDAY ( 31-DEC-2018 )

ECL Finance Limited

Public issue by ECL Finance Limited of Secured Redeemable Non-Convertible Debentures {NCDs) of the face value of n,000 each,

aggregating upto �2,500 million hereinafter referred to as the 'Base Issue', with an option to retain over-subscription upto �7,500 million

aggregating to a total ofn0,000 million hereinafter referred to as the 'Issue'.

Issuer Overview : ECL Finance Limited (ECLF}

• Incorporated in July, 2005; RBI registered systemically important non­deposittaking NBFC (NBFC-NDSI).

• Products include SME Business Finance, Loans against Property, Loansagainst Securities, Public Issue Financing, Agri Financing, Structured Finance and Real Estate Finance

ECLF: Financial Highlights

• Loan book has grown at 37.84% CAGR over the last four fiscal years; Loanbook is ,27,095.62 Cr as on September 30, 2018

• 87 .90 % Loan book is secured lending as on September 30, 2018

• Low NPA Levels: Net NPAof 0.74 %as on September 30, 2018

• CAR of 15.87% as on September 30, 2018

• Income from Operations and PAT grew at a four-year (from FY 2014 toFY 2018) CAGR of 39.32 % and 30.35 % respectively

• Net worth of<3,413. 72 Cr as on September 30, 2018

■Agri commodities

■ Loans against Property

29.71% ■ Loans against securities

■SME & Others

■ Structured Collateralised Credit

■ Wholesale Mortgages

ECLF: Strengths

• Established brand and parentage of Edelweiss group

• Liquid balance sheet with a track record of high growth and profitability

• Diversified product portfolio and dedicated product management teams

• Secured Loan book and Strong asset quality

• Access to range of cost effective funding sources

• Professional and experienced Senior management team

Issue Structure

Issuer ECL Finance Limited

ECLF: Strategies

• Retail Focus: ECLF is focused on high growth, dispersed risk-retail lending

• Minimize concentration risk by diversifying the Product Portfolio and expandingour customer base

• Optimizing returns while maintain the quality of loan book

• Improve our credit ratings to optimize cost of funds

• Continue to Attract and Retain Talented employees

• Build on a scalable platform for the SME finance business

Promoter- Edelweiss Financial Services Limited

• Diversified Financial Services Group

• Incorporated in 1995

Edelweiss Group

• Operating structure of key businesses:

• Credit

Retail Finance I Corporate I Distressed

• Franchise and Advisory

Wealth Management I Asset Management I Capital Markets

• Insurance

• Q2FY19 revenue of<2,672 Cr, PAT of<272 Cr

• Gross Group Net-worth of<8,470 Cr as on September 30, 2018

Lead Managers

IIFL Holdings Limited, Edelweiss Financial Services Limited, Axis Bank Limited and Trust Investment Advisors Private Limited

Modes of Applications

• ASBA Applications

Salient Features of the issue

• Secured NCD Issue

• Effective yield upto 10.64%

• NCDs will be listed on BSE and NSE to provide liquidity to investor

• Trading in dematerialized form only

Rating CRISIL AA (Double A)/Stable from CRISIL and [ICRA] AA (Stable) from ICRA

Nature Secured Redeemable Non-Convertible Debentures

Face Value (</NCD) <1000

Issue Price (</NCD) <1000

Options I II Ill IV V VI VII

Tenure 39 months 60 months 120 months

Frequency of Annual Cumulative Monthly Annual Cumulative Monthly Annual Interest Payment

Coupon 10.20% NA 9.95% 10.40% NA 10.15% 10.60%

Redemption n,ooo <1,371.08 n,ooo n,ooo <1,640.45 n,ooo n,ooo

Yield per annum 10.20% 10.20% 10.42% 10.40% 10.40% 10.64% 10.60%

Minimum <10,000 (10 NCDs) Application (for all options of NCDs either taken individually or collectively) and in multiples of n,ooo thereafter

1. DISCLAIMER CLAUSE OF BSE: It is to be distinctly understood that the permission given by BSE should not in arrfWBy be deemed or construed that the Prospectus has been deared or approved by BSE nor does , oerlify the correctness or completeness of any of the contenis of the Prospectus. The investors are advised to refer to the Prospectus for the full text of the Disdaimer Clause of the BSE.

2. DISCLAIMER CLAUSE OF USE OF BSE ELECTRONIC PLATFORM: It is to be distinctly understood that the permission given by the BSE to use their network and software of the Online system should not in any way be deemed or construed as complianoe with various statutory requirements approved by the Exchange; not does it in any manner warrant, oerlify or endorse the correctness or completeness of any of the complianoe with the statutory and other requirements; nor does , take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company.

3. DISCLAIMER CLAUSE OF NSE: It is to be distinctly understood that the permission given by NSE should not in anyway be deemed or consbued that the Offer Document has been cieared or approved by NSE nor does , oerlify the oorrectness or completeness of any of the contents of the Offer Dooument. The investors are advised to refer to the Offer Document for the full text of the Disdaimer Clause of the NSE.

4. DISCLAIMER CLAUSE OF USE OF NSE ELECTRONIC PLATFORM: It is to be distinct� understood that the permission given by the NSE to use their network and Online Platform for facilitating applications for public issue of NCDs shall not in any way be deemed or

construed as oomplianoe .,;th vanous statutory and other requirements by the Company; LMs are deared or approved by NSE; nor does , warrant, oertify or endorse the oorrectness or completeness of any of the complianoe with the statutory and other requirements; nor does rr take any responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or projects of the Issuer.

5. DISCLAIMER CLAUSE OF CRISIL: CRISIL ratings reflects CRISIL's ourrent opinion on the likelihood of timely payment of the obligations under the rated instrument and CRISIL does not guarantee the aoouracy, adequacy or completeness of the information reviewed. CRISIL ratings are not a recommendation to invest I disinvest in any and should not be construed as an expert ad�oe or investment ad�oe or any form of investment ban�ng ..;thin the meaning of any law or regulation. CRISIL is not responsible for any errors and especially states that, has no financial liabililywhalsoeverto the subsaibers/uselSllransmitters/distributors of this product

6. DISCLAIMER CLAUSE OF ICRA: An ICRA rating is a symbolic indicator of ICRA's ourrent opinion on the relative capability of the issuer conoemed to time� service debts and obligations, .,;111 respect to the insbument rated. ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt insbuments. ICRA ratings are subject to a process of surveillanoe, which may lead to re�sion in ratings. ICRA in parlioular makes no representation or warranty, express or implied as to the aoouracy, timelines or

completeness of any such information.All information contained herein must be consbued sol� as statement of opinion, and ICRAshall not be liable for any losses inourred by users from any use of this publicaton or its contents. 7. DISCLAIMER: EGL Finanoe Limited, subject to market conditions and other considerations is proposing a public issue of seoured, redeemable non-convertible debentures ('NCDs'1 and has filed the SheW Prospectus dated 04 Deoember 2018 and Tranche I Prospectus

dated 04 December 2018 .,;111 the Registrar of Companies, Maharashtra at Mumbai, National Stock Exchange of India Limited, BSE Limited and SEBI. The SheW Prospectus dated 04 Deoember 2018 and Tranche I Prospectus dated 04 Deoember 2018 are available on our websile https1/eclfinanoe.edelweissfin.com, on the website of the stock exchanges www.nseindia.com, www.bseindia.com and the respective websites of the lead managers at www.iiflcap.com, www.edelweissin.oom, www.axtsbank.oom and www.bustgroup.com. Investors proposing to participate in the issue, should invest on� on the basis of the information contained in the Shelf Prospectus dated 04 December 2018 and Tranche I Prospectus dated 04 Deoember2018. Investors should note that investment in NCDs involves a high degree of nsks and for details relating to the same, please refer to Shelf Prospectus dated 04 Deoember2018, inciuding the section on "Risk Factors" beginning on Page 18 of the SheWProspectus dated 04 Deoember 2018.

Public Issue of

Secured NCDs

Tranche I Issue Opens lih

December, 2018 I Tranche I Issue Closes on MONDAY (31-Dec-18)

Effective Yield upto Credit Rating

per annum·

• NCDs with 3 maturity Options:

39 months@ 10.20% p.a.

60 months@ 10.42% p.a.

120 months@ 10.64% p.a.

(Outlook: Stable) by CRISIL

(Outlook: Stable) by ICRA

• Minimum application size of no,ooo/-

• Allotments on first come first serve basis

https://eclfinance.edelweissfin.com

�Forfurther details refer to section titled "Issue Related Information" on page 46 ofTranche I Prospectus dated December 4, 2018. **The Tranche I Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated above, except that the Tranche I Issue may close on such earlier date or extended date as may be decided by the Board of Directors of ourCompany or duly constituted committee ("Debentures Committee") authorised by the resolution of the Board dated October 25, 2018 . . In the event of an early closure or extension of the Tranche I Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a daily national newspaper with wide circulation on or before such earlier or initial date of Tranche I Issue closure. For detailed terms and conditions please refer to the Shelf Prospectus and Tranche I Prospectus dated December 4, 2018. DISCLAIMER: ECL Finance Limited, subject to market conditions and other considerations is proposing a public issue of secured, redeemable non-convertible debentures ("NCDs") and has filed the Shelf Prospectus dated 4 December 2018 and Tranche I Prospectus dated 4 December 2018 with the Registrar of Companies, Maharashtra at Mumbai, N ational Stock E xchange of India Limited, BSE Limited and SEBI. The Shelf Prospectus dated 4 December 2018 and Tranche I Prospectus dated 4 December 2018 are available on our website https://eclfinance.edelweissfin.com, on the website of the stock exchanges www.nseindia.com, www.bseindia.com and the respective websites of the lead managers at www.iiflcap.com, www.edelweissfin.com, www.axisbank.com and www.trustgroup.com. Investors proposing to participate in the issue, should invest only on the basis of the information contained in the Shelf Prospectus dated 4 December 2018 and Tranche I Prospectus dated 4 December 2018. Investors should note that investment in NCDs involves a high degree of risks and for details relating to the same, please refer to Shelf Prospectus dated 4 December 2018, including the section on "Risk Factors" beginning on Page 18 of the Shelf Prospectus dated 4 December 2018.