Dated: July 25, 2014 - BSE

Disclosure Document Private & Confidential – For Private Circulation Only

Dated:29th June , 2020 (For the Addressee only)Serial No: 01062020Addressed to:

(THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02, 2015, AS AMENDED FROM TIME TO TIME, SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014.

PIRAMAL CAPITAL & HOUSING FINANCE LIMITED(formerly known as Piramal Housing Finance Limited)

Registered Office: 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel,Mumbai, Maharashtra- 400013

Tel: + 22 6230 9200; Fax: + 22 6151 3444CIN: U65999MH2017PLC291071; Website: www.pchf.in

ISSUE OF SECURED, RATED, LISTED, REDEEMABLE NON-CONVERTIBLE DEBENTURES UP TO RS. 325 CRORES (RUPEES THREE HUNDERED TWENTY-FIVE CRORES ONLY) ALONGWITH AN OPTION TO RETAIN OVERSUBSCRIPTION UP TO RS. 175 CRORES (RUPEES ONE HUNDRED SEVENTY FIVE CRORES ONLY) EACH HAVING A FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY), THE TOTAL ISSUE SIZE AGGREGATING AND NOT EXCEEDING UP TO RS. 500CRORES (RUPEES FIVE HUNDRED CRORES ONLY IN DEMATERIALISED FORM, ON A PRIVATE PLACEMENT BASIS (HEREINAFTER REFERRED TO AS “DEBENTURES”) (THE “ISSUE”)

This Disclosure Document (hereinafter referred to as the “Disclosure Document” or “DD”) is prepared in accordance with the terms of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time, as applicable for private placement of Debentures, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, as applicable for private placement of Debentures. This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by the Issuer.

GENERAL RISKSInvestment 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. Investors are advised to take informed decision before taking an investment decision in relation to this Issue. For taking an investment decision the investors must rely on their examination of the Company, this Disclosure Document issued in pursuance hereof and the Issue including the risks involved. The Issue of Debentures has not been recommended or approved by Securities & Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase the Debentures.

ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms, that the information contained in this Disclosure Document contains all the information with regard to the Issuer and which is material in the context of the Issue and as required under Section 42 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time and that the information contained in this 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 Disclosure Document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATINGThe Debentures have been assigned a long term rating of AA; stable by CARE Ratings Ltd.

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be

For Plramal Capital & Housing Flr,ance Ltd.

i.u~


evaluated independently of any other rating. The Rating Agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or any other circumstances, which it believes may have an impact. Please refer to Annexure I of this Disclosure Document for the letter dated 21st April 2020 from the Rating Agency assigning the credit rating abovementioned and the rating rationale adopted for the aforesaid rating.

LISTING

The Debentures are proposed to be listed on the Wholesale Debt Segment of the National Stock Exchange of India Limited (“NSE”) and BSE Limited. NSE shall be the Designated Stock Exchange. This Disclosure Document is dated 29 June 2020

Debenture Trustee Registrar & Transfer Agent Auditors

Company Secretary & Compliance

Officer

IDBI Trusteeship Services Limited Asian Building, Ground Floor 17, R Kamani Marg Ballard Estate, Mumbai 400001 Tel: +91 22 4080 7005 Fax: +91 22 6631 1776 Email: [email protected] Website: www.idbitrustee.com Contact Person:Ms. Anjalee Athalye

Link Intime India Private Limited 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai – 400083 Tel: +91 22 49186000 Fax: +91 22 49186060 Email: [email protected] Website: www.linkintime.co.in Contact Person: Mr. Ganesh Jadhav

B S R & Co. LLP 1st Floor, Lodha Excelus Building, Apollo Mills Compound, N.M. Joshi Marg, Mahalaxmi Mumbai – 400 011 Direct: +91 22 3091 3264 Fax: +91 22 3090 1550 Email: [email protected] Contact Person: Mr. Venkataramanan Vishwanath

Mr. Bipin Singh Company Secretary Piramal Capital &Housing Finance Limited 4th Floor, Piramal Tower , Peninsula Corporate Park, Ganpatrao Kadam Marg Lower Parel Mumbai, Maharashtra 400 013 Direct +91 22 38023085 Fax +91 22 6151 3444 [email protected]

ISSUE SCHEDULE

Issue Opening Date 29th June 2020 Issue Closing Date 29th June 2020

Pay In 30th June 2020 Deemed Date of Allotment 30th June 2020

~ IDBI Trusteeship LINKINTIME 4} Services Ltd. INDIA PVT LTD

• .__ ~ _,

For Plramal Capita I & Hou\lJ~:~ "4.u~nator'f


PART A

DEFINITIONS/ABBREVIATIONS

Act The provisions of the Companies Act, 1956 to the extent in force and the Companies Act, 2013 and the rules made thereunder which are in effect from time to time and shall include any other statutory amendment or re-enactment thereof

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures as was made pursuant to the Issue

Applicable Law Any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Disclosure Document or at any time thereafter

Application Form The form in which an investor can apply for subscription to the Debentures

Board Board of Directors of the Company or any committee formed by the Board of Directors of the Company

BSE BSE Limited

Business Days A day which is not a 2nd or 4th Saturday, Sunday or a public holiday for the purposes of Section 25 of the Negotiable Instruments Act, 1881(26 of 1881) on which banks are open for general banking business in the places as mentioned in Schedule I hereto and “Business Days” is to be construed accordingly

CDSL Central Depository Services (India) Limited

Company /Issuer Piramal Capital & Housing Finance Limited (formerly known as Piramal Housing Finance Limited), a company incorporated under the Act with Corporate Identity Number U65999MH2017PLC291071 and having its registered office at 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013

Crore 1 crore = 10 million

Debenture Holder(s) The persons who are, for the time being and from time to time, the holders of the Debentures and whose names appear in the Register of Beneficial Owners, and “Debenture Holder” means each such person

Debenture Trustee The trustee for the Debenture Holder(s), in this case being IDBI Trusteeship Services Limited

Debentures/NCDs Issue of Secured, Rated, Listed, Redeemable Non-Convertible Debentures Up To Rs. 325 Crores (Rupees Three Hundred Twenty Five Crores Only) along with an option to retain Oversubscription upto Rs. 175 Crores each having a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only), the total issue size aggregating and not exceeding up to Rs. 500 crores

For Plramal Capital & Housing Flr,ance ltd.

i.u~


Debenture Trust Deed Umbrella Debenture Trust Deed dated 4th September, 2018 entered between the Company and the Debenture Trustee inter alia for creation of the first pari passu mortgage over the Immovable Property

Debenture Trustee Agreement Umbrella Debenture Trustee Agreement dated 20th August, 2018 entered between the Company and IDBI Trusteeship Services Limited inter alia for appointment of IDBI Trusteeship Services Limited as the Debenture Trustee for the Entire Issuance

Deed of Hypothecation Umbrella Deed of Hypothecation dated 4th September, 2018 entered into between the Company and the Debenture Trustee for creation of first pari passu charge by hypothecation over the Hypothecated Assets

Deemed Date of Allotment 30th June, 2020

Depository(ies) NSDL and/or CDSL

Disclosure Document / DD This Disclosure Document dated 29th June , 2020 for private placement of the Debentures, as the same may be amended and supplemented from time to time

Due Date Any date on which the holders of debentures are entitled to any payments, whether towards Coupon/redemption premium or repayment of the principal amounts due in respect of the Debentures

Early Redemption Amount Means the Outstanding Balance payable on the Debentures on Early Redemption Date

Early Redemption Date (a) Means any date prior to the Redemption Date on which Debentures are required to be redeemed in accordance with the Debenture Trust Deed pursuant to the occurrence of an Events of Default (as defined in the Paragraph XIII of Section I of the Part B of this DD) which leads to Security Enforcement Event; and

(b) withdrawal of long term rating of the Debentures

Entire Issuance Issue of secured, listed, rated, redeemable, non-convertible debentures at a face value of Rs. 10,00,000 each, with marketable lot of one debenture for cash aggregating to the amount as mentioned in the Debenture Trustee Agreement and to be issued on a private placement basis in multiple series/ tranches, pursuant to the Debenture Trust Deed from time to time. This Issue forms part of the Entire Issuance

Event of Default Means such events as identified as Event of Default in this DD and shall also include the events as identified as Event of Default in the Debenture Trust Deed and/or Deed of Hypothecation

Governmental Authority Shall mean and include 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, any authority or private body exercising powers conferred by Applicable Law and any court or tribunal of competent jurisdiction or other judicial or quasi-judicial body, and shall include, without limitation, a stock exchange, Registrar of Companies and any regulatory body

HFC Housing Finance Company

Hypothecated Assets Movable Assets and all rights, title, interest, benefits, claims and demands whatsoever of the Company in, to or in respect of such Movable Assets

I.T. Act The Income-tax Act, 1961 (as amended, modified and/or supplemented from time to time)

Immovable Property Means the Land admeasuring 171 sq. Mtrs bearing plot no. 9, forming part of Survey No. 36 A, Mouje Pali, Taluka Sudhagad, District Raigad as will be more particularly described in the Debenture Trust Deed


i.u~


Interest In respect of a Debenture for an interest period, the amount of interest payable on the Nominal Value at the Interest Rate / Coupon Rate

Interest / Coupon Rate 8.75% p.a.

Investor Any person who subscribes to this Issue

ISIN International Securities Identification Number

Issue This Private Placement of the Debentures

Majority Debenture Holders/ Super Majority Debenture Holders

“Majority Debenture Holders” shall mean, the Debenture Holders holding an aggregate amount representing not less than three-fourth in value of the nominal amount of Debentures then outstanding; “Majority Resolution” shall mean a resolution passed at a meeting of the Debenture Holders in accordance with the provisions of the Third Schedule of the Debenture Trust Deed, duly convened and held in accordance with the provisions therein contained (or obtained by way of a circular resolution) and, carried by a majority consisting of such number of Debenture Holders, which shall represent not less than three-fourth of the nominal amount then outstanding of the Debentures, or if a poll is demanded, by a majority representing not less than three-fourth of the nominal amount then outstanding of the Debentures on such poll. “Super Majority” shall mean the debenture holders of an amount representing not less than three-fourth in value of the nominal amount then outstanding of the Entire Issuance collectively; “Super Majority Resolution” shall mean a resolution passed at a meeting of the Debenture Holders of the Entire Issuance, duly convened and held in accordance with the provisions contained in the Third Schedule of the Debenture Trust Deed (or obtained by way of a circular resolution) and, carried by a majority consisting of such number of Debenture Holders, which shall represent not less than three-fourth of the nominal amount then outstanding of the Entire Issuance collectively, or if a poll is demanded, by a majority representing not less than three-fourth of the nominal amount then outstanding of the Entire Issuance collectively pursuant to the Debenture Trust Deed, on such poll; It is however clarified that if a resolution is required to be passed or consent is required to be provided in relation to a matter concerning only the Issue then only the consent of the Majority Debenture Holders or the authority by way of a Majority Resolution shall be required. It is clarified that enforcement of the Security shall not be construed as a matter concerning only of this Issue as the same concerns all the Debenture Holders of the Entire Issuance considering that there is a community of interest amongst them in relation to the holding and enforcement of the Security for the Entire Issuance

Movable Assets All standard Receivables of the Company (both present and future), including without limitation Receivables arising out of lending loans and advances and Receivables arising out of its investments (excluding investments made in the nature of equity investments or convertible instruments) and current assets; Save and except any Receivables arising out of its investments made or loan extended by the Company to its subsidiaries or affiliates.

NHB National Housing Bank


i.u~


Nominal Value Rs. 10,00,000/- being the nominal value of each Debenture

NPA Non-performing asset as defined under the NHB Master Circular no. NHB (ND)/ DRS/ REG/ MC-01/2017 dated July 1, 2017 titled as “The Housing Finance Companies (NHB) Directions, 2010”

NSDL National Securities Depository Limited

NSE The National Stock Exchange of India Limited

Outstanding Balance Means at any time, the aggregate amount payable by the Company whether in respect of the outstanding nominal/ face value of the Debentures, Interest payable at the Interest Rate, additional interest (wherever applicable), payment of the redemption premium, and all fees, costs, charges, expenses or otherwise, reimbursements and Taxes thereon, payable in respect of the Debentures

Rating Agency(ies) CARE Limited

RBI Reserve Bank of India

Receivables Shall mean all principal amounts and Interest (including Coupon, premium and/or any additional interest) owing to or receivable by the Company including all the accrued book debts, both present and future, other than those amounts whose repayment is overdue by such number of days required to categorize the asset as a non-performing asset under NHB guidelines for HFC, whether such monies receivable are retained in any of the accounts of the Company or otherwise, in respect of loans and advances/ investments in certain securities/ inter-corporate deposits subscribed to / given / placed by the Company, and as more particularly identified by the Company to the Debenture Trustee from time to time in the certificate provided / to be provided in terms of Deed of Hypothecation, and all benefit, rights, interest, claims and demands of the Company in, to or in respect of all the aforesaid amounts, over which a charge by way of hypothecation is to be created by the Company in favour of the Debenture Trustee under the Deed of Hypothecation

Record Date The record date means, the day falling 15 days before the Redemption Date and interest payment date respectively. In the event the Record Date falls on a day which is not a Business Day, the next Business Day will be considered as the Record Date

Redemption Amount In respect of each Debenture: (a) on an Early Redemption Date, the Early Redemption Amount; and (b) on the Redemption Date, the Outstanding Balance

Redemption Date 31st May 2023

Register of Beneficial Owners The register of beneficial owners of the Debentures maintained in the records of any depository

Registrar/Registrar to the Issue Link Intime India Private Limited

ROC Registrar of Companies RTGS Real Time Gross Settlement

Scheme of Amalgamation/Scheme ‘Scheme of Amalgamation’ or ‘Scheme’ means, the Scheme of Amalgamation of Piramal Finance Limited (‘PFL’), Piramal Capital Limited (‘PCL’), both wholly owned subsidiaries of Piramal Enterprises Limited (‘PEL’) with Piramal Capital & Housing Finance Limited (‘PCHFL’) (formerly known as Piramal Housing Finance Limited), wholly owned subsidiary of PFL, and their respective shareholders. The said Scheme of Amalgamation was sanctioned by the National Company Law Tribunal on 6th April, 2018. However, the Certified True Copy of


i.u~


the Order was received by the Company only on 22nd May, 2018, which was made effective from the Appointed Date i.e. 31st March, 2018, by filing it with the Registrar of Companies, Maharashtra, Mumbai, on 23rd May 2018 (‘Effective Date’). Consequent to making the order effective on the Effective Date, PFL & PCL have amalgamated with PCHFL, pursuant to which, PCHFL has now become a direct wholly owned subsidiary of PEL. Further, all the assets and liabilities of PFL and PCL, as defined in the Scheme of Amalgamation, have been transferred and vested w.e.f. the Appointed Date to PCHFL.

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 Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued by SEBI, as amended from time to time

Security Means the security created or caused to be created by the Company to secure its obligations in respect of the Debentures

Security Documents Mean Debenture Trust Deed, Debenture Trustee Agreement, Deed of Hypothecation, necessary power of attorney and all such other documents required for the purpose of creating and perfecting the Security in favour of the Debenture Trustee for the benefit of the Debenture Holders

Security Enforcement Event The occurrence of an event being an Event of Default or the occurrence of any event which, after notice, or lapse of time, or both, would constitute an Event of Default under the Transaction Documents, pursuant to which the Security shall become enforceable in accordance with the terms of the Transaction Documents, unless such Event of Default at the request of the Company is expressly waived by the Debenture Trustee with the consent of the Super Majority or with the authority of a Super Majority Resolution. It is clarified that if a cure period has been provided for in Transaction Documents to cure an Event of Default, the Security Enforcement Event shall be triggered only on the expiry of such cure period. It is further clarified that enforcement of the Security created under the Transaction Documents shall not be construed as a matter concerning only this Issue or a particular series/ tranche of debentures as the same concerns the holders of debentures of the Entire Issuance, considering that there is a community of interest amongst them in relation to the holding and enforcement of the Security created under the Transaction Documents

Stock Exchange NSE and BSE

Transaction Documents Means: (a) Security Documents and (b) any other document that may be designated as a Transaction

Document by the Debenture Trustee and the Company, and “Transaction Document” means any of the above.

Any capitalized terms used in the DD and not defined in this section shall have the respective meanings assigned to them under the remaining section hereunder.

Interpretation 1 Words denoting singular only shall include plural and vice-versa. 2 Words denoting one gender only shall include the other gender.


i.u~


3 All references in these presents to any provision of any statute shall be deemed also to refer to the statute, modification or re-enactment thereof or any statutory rule, order or regulation made thereunder or under such re-enactment.

4 The headings in these sections are inserted for convenience only and shall be ignored in construing and

interpreting the section.

Fa, Plramal Capital & Housing Finance Ltd.

Au~


GENERAL DISCLAIMER This Disclosure Document (the “Disclosure Document” or “DD”) is neither a prospectus nor a statement in lieu of a prospectus under the Act. The offering of secured, rated, listed, redeemable, non-convertible debentures under this Disclosure Document (hereinafter referred to as “Debentures”), to be listed on the Wholesale Debt Market (“WDM”) segment of the NSE and 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. Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to offer to the public or any section thereof to subscribe for or otherwise acquire the Debentures in general under any law for the time being in force. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and a recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each potential investor contemplating the purchase of any Debentures should make its own independent investigation of the financial condition and affairs of the Company and its own appraisal of the creditworthiness of the Company as well as the structure of the Issue. 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 an investment to the investor's particular circumstances. No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Disclosure Document or in any material made available by the Company 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 Company. The contents of this Disclosure Document are intended to be used only by the Debenture Holders to whom it is issued. It is not intended for distribution to any other person and should not be reproduced by the recipient. No invitation is being made to any persons to whom this DD has not been sent. Any application by a person to whom this DD has not been sent by the Company shall be rejected without assigning any reason. Invitations, offers and sales of the Debentures shall only be made pursuant to this DD. The person who is in receipt of this DD shall maintain utmost confidentiality regarding the contents of this DD and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding its contents, without the prior written consent of the Company. All Debenture Holders are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. It is the responsibility of the eligible investors to have obtained all consents, approvals or authorizations required by them to participate in the Issue. This DD is issued by the Issuer. The views contained in this DD do not necessarily reflect the views of its directors, officers, employees or affiliates. This DD does not purport to contain all the information that any Debenture Holder may require. Further, this DD 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. The Issuer confirms that the information contained in this DD is true and correct in all material respects and is not misleading in any material respect to the best of understanding. All information considered adequate and relevant about the Issue and the Issuer has been made available in this DD for the use and perusal of the Debenture Holders and no selective or additional information would be available for a section of Debenture Holders in any manner whatsoever. The Issuer does not undertake to update the DD to reflect subsequent events after the date of the DD and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Pursuant to the provisions of Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the copy of this DD shall be filed with the ROC and SEBI within the stipulated timelines under the Companies Act, 2013. The Issuer accepts no responsibility for statements made other than in this DD or any other material expressly stated to be issued by or at the instance of the Issuer in connection with the issue of the Debentures and that anyone placing reliance on any other source of information would be doing so at their own risk. The purpose of this DD is to provide general information about the Issuer and to assist Debenture Holders. Neither this DD 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 DD should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing 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. Eligible 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


Au~


such investment and the suitability of such investment to such investor's particular circumstances. By subscribing to the Issue, eligible investors shall be deemed to have acknowledged that the Issuer does not owe them a duty of care in this respect. Accordingly, none of the Issuer’s officers or employees shall be held responsible for any direct or consequential losses suffered or incurred by any recipient of this DD as a result of or arising from anything expressly or implicitly contained in or referred to in this DD or any information received by the recipient in connection with this Issue.

FORWARD LOOKING STATEMENTS

This Disclosure Document contains certain forward-looking statements. These forward looking statements generally can be identified by words or phrases such as aim, anticipate, believe, expect, estimate, intend, objective, plan, project, shall, will, will continue, will pursue or other words or phrases of similar import. Similarly, statements that describe our objectives, strategies, plans or goals are also forward-looking statements. All forward looking statements are subject to risks, uncertainties and assumptions about the Issuer that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement.

Important factors that could cause actual results to differ materially from the Issuer’s expectations include, but are not limited to, the following:

a) delay or non-receipt of necessary government and other approvals; b) regulatory changes pertaining to the industry in India which have an impact on the Issuer’s business and

durability to respond to them; c) the Issuer’s ability to successfully implement its strategy, growth and expansion; d) competition in the industry in which the Issuer operates in; e) the Issuer’s ability to respond to technological changes; f) the Issuer’s exposure to market risks; g) the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, h) foreign exchange rates, equity prices and other rates or prices; and i) general economic and political conditions in India and globally, which have an impact on the Issuer’s

business and its ability to respond to them. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither the Issuer, Registrar, Debenture Holders nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. There is no litigation currently outstanding against the Issuer – in light of this, in this Disclosure Document, there are no disclosures pertaining to material litigation. This apart, in respect of other legal proceedings, investigations and cases, which if determined against the Issuer, its subsidiaries or its promoters would, in the opinion of the Issuer, have a material adverse impact on the financial condition or results, business, reputation or intellectual property assets of the Issuer or its subsidiaries, given the size, nature of operations and locational diversity of the Issuer and its subsidiaries, the list of such proceedings, investigations and cases is restricted to material issues. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This DD is to be filed with SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this document. DISCLAIMER CLAUSE OF THE STOCK EXCHANGE It is to be distinctly understood that filing of this DD with the Stock Exchange should not, in any way, be deemed or construed that the same has been cleared or approved by the Stock Exchange nor does the Stock Exchange in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this DD, nor does the Stock Exchange warrant that the Issuer’s Debentures will be listed or will continue to be listed on the Stock Exchange; nor does the Stock Exchange 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.


Au~


DISCLAIMER IN RESPECT OF JURISDICTION Issue of the Debentures have been made in India to investors as specified under paragraph titled “Who Can Apply” in this DD, who have been specifically approached by the Original Issuer. This DD is not to be construed or constituted as an offer to sell or an invitation to subscribe to Debentures. The Debentures are governed by and shall be construed in accordance with the existing Indian laws as applicable in the state of Maharashtra. Any dispute arising in respect thereof will be subject to the exclusive jurisdiction of the courts and tribunals of the city of Mumbai. DISCLAIMER CLAUSE OF THE RATING AGENCY Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned 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. DISCLAIMER CLAUSE OF THE NHB The Debentures have not been recommended by NHB nor does NHB guarantee the accuracy or adequacy of this DD. It is to be distinctly understood that this DD should not in any way be deemed or construed to have been approved or vetted by NHB. NHB does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued hereof is proposed to be made or for the correctness of the statements made or opinions expressed in this DD. however, NHB reserves the right to take up at any point of time, with the Company/Issuer, any irregularities or lapses in this DD. FORCE MAJEURE The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an event, the Company will refund the application money, if any, collected in respect of the Issue without assigning any reason. 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 the 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(s) of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money.


Au~


RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Debentures. These risks may include, among others, business aspects, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Debenture Holders should carefully consider all the information in this Offer Letter, including the risks and uncertainties described below. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. Risks related to the Issue An investment in Debentures involves risks. These risks may include, among others, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Some of these are briefly discussed below. Debenture Holders and subsequent purchasers of the Debentures should be experienced with respect to transactions in instruments such as the Debentures. Debenture Holders and subsequent purchasers of the Debentures should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration, with their legal, tax, accounting and other advisers, of (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax and other circumstances and (b) the information set out in this Disclosure Document. The Debentures may decline in value and marketability and Investors should note that, whatever their investment in the Debentures, the cash amount due at maturity will be equivalent to the face value of the Debentures. More than one risk factor may have simultaneous effect with regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures. 1. Taxation Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses. Potential Investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential Investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time. 2. Interest Rate Risk All fixed income securities, such as the Debentures, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of the Debentures. 3. The Debentures may be Illiquid It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. If so specified in this Disclosure Document, application has been made to list or quote or admit to trading the Debentures on the Stock Exchange or quotation system(s) specified. If the Debentures are so listed or quoted or admitted to trading, no assurance is given that any such listing or quotation or admission to trading will be maintained. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading. The listing of the Debentures is subject to receipt of the final listing and trading approval from the Stock Exchange. The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market or by tender or private agreement where permitted by law. Any Debentures so purchased may be resold or surrendered for


i.u~


cancellation. The more limited the secondary market is, the more difficult it may be for holders of the Debentures to realise value for the Debentures prior to redemption of the Debentures. 4. Downgrading in credit rating The Debentures have been rated by CARE as having CARE AA (Stable) rating for the issuance of Debentures. The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the credit rating may lower the value of the Debentures. 5. Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to the SEBI or the RBI or the NHB, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation, comment, statement or policy change could have an adverse effect on market for and the price of the Debentures. Further, SEBI, the RBI, the NHB or other regulatory authorities may require clarifications on this Disclosure Document, which may cause a delay in the issuance of Debentures or may result in the Debentures being materially affected or even rejected. 6. Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally. Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If there was to be any slowdown in the economic policies, or a reversal of steps already taken, it could have an adverse effect on the debt market which as such is exposed to the risks of the Indian regulatory and policy regime and also have an impact on global economic market. RISKS RELATED TO THE COMPANY 1. Risk of Default In the financial services businesses, the risk of default and non-payment by borrowers may adversely affect profitability and asset quality. As the Company is an HFC, risk of non-payment by the borrowers and other counterparties poses a significant risk. The Company is also exposed to risks of non-performance by third parties from whom money, securities or other assets are receivable. This may cause the Company’s assets to be declared as NPA. The Company’s inability to control or reduce the number and value of its NPAs may, despite provisioning against such NPAs in accordance with regulatory requirements, lead to deterioration of the quality of its loan portfolio and negatively impact its business. 2. Liquidity Risk Exposure to liquidity risk is dependent upon the difference between the value of the assets and liabilities maturing in any time period. As is typical for HFCs, a portion of the Company’s funding requirement is met through short term funding sources such as working capital demand loans, cash credit, short term loans and commercial papers. However, a portion of the assets on the Company’s portfolio have medium and long-term tenors. In the event that the existing and committed credit facilities are withdrawn, become unavailable or are otherwise inadequate, the Company’s business could be adversely impacted. 3. Risk of Delay in Enforcement There are also risks relating to delays in enforcing Security provided, whether on account of delays in enforcement proceedings before Indian courts or otherwise. 4. Risk of Increase in Credit Spreads Increase in credit spreads could negatively affect the cost of borrowing. Such risks could arise from changes in demand from creditors.


i.u~



Au~


5. Access to Capital Markets and Commercial Borrowings The Company’s growth will depend on its continued ability to access funds at competitive rates. With the growth of the business the Company is increasingly reliant on funding from the debt capital markets and commercial borrowings. The market for such funds is competitive and its ability to obtain funds at competitive rates will depend on various factors, including the Company’s ability to maintain its credit ratings. While its borrowing costs have been competitive in the past due to its credit rating and the quality of its asset portfolio, if the Company is unable to access funds at an effective cost that is comparable to or lower than its competitors, the Company may not be able to offer competitive interest rates for its loans. This may adversely impact its business and its future financial performance. 6. Interest Rate Risk As HFC, the Company’s business is largely based on interest income. Interest rate risk is a concern since lending to customers is at different interest rates and for different periods than the rates and periods corresponding to its funding sources. The Company endeavours to keep the interest rate risk low by synchronizing the securing of resources and its lending activities, and taking measures to hedge the interest rate risk based on prevalent macro economic conditions. Nevertheless, interest rates are highly sensitive to factors beyond its control, including deregulation of the financial sectors in India, domestic and international economic and political conditions, inflation and other factors. 7. Collateral Recovery Risk Various factors such delays on the Company’s part in taking immediate action in bankruptcy foreclosure proceedings, market/economic downturns, claims of other lenders, legal or judicial restraint and fraudulent transfers, etc. by borrowers could result in the Company realizing less than the full value of its collateral. Additionally, the National Housing Board (“NHB”) has issued various guidelines pertaining to restructuring and monitoring of stressed assets to ensure timely and transparent restructuring of corporate debt. Any failure to recover the expected value of collateral security could expose the Company to losses. The Company’s participation in syndicate lending arrangements could also expose it to risk of the majority of the lenders choosing to pursue a different course of action than would favour the Company. Any such unexpected loss could adversely affect the Company’s business, prospects, the results of its operations and its financial condition. 8. No Debenture Redemption Reserve As per Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014 issued by the Ministry of Corporate Affairs, companies which are registered as HFC registered with NHB are not required to create a debenture redemption reserve (“DRR”) for any private placement of debentures. Accordingly, no debenture redemption reserve has been created by the Company. 9. Regulatory Risk The Company requires certain statutory and regulatory approvals for conducting businesses and failure to obtain retain or renew them in a timely manner, may adversely affect operations. A change in laws or regulations made by the government or a regulatory body can increase the costs of operating a business, reduce the attractiveness of investment and / or change the competitive landscape. Non-compliance with regulations such as Anti Money Laundering, Prudential Norms etc. may lead to penalties and reputation loss. 10. Concentration Risk Concentration Risk in some markets (geographical) may lead to credit and cash flow risks. Due to local demand and supply factors, market conditions in a particular location may become unfavourable. Sector focused operations (e.g. real estate) may lead to concentration risks and lower returns due to fluctuation in demand for real estate or changes in policies related to real estate.


i.u~


11. Any volatility in housing or real estate prices may have an adverse impact on our business and our growth strategy The Company is primarily engaged in the business of housing finance, and as such are exposed to the effects of volatility in housing and real estate prices. Any sudden or sharp movement in housing prices may adversely affect the demand for housing and housing finance and the quality of our portfolio which may adversely impact on our business and growth strategy.


i.u~


PART B

SECTION 1: DISCLOSURES AS PER SEBI REGULATIONS

This Disclosure Document is prepared in accordance with the provisions of SEBI Regulations and the Act and in this section, the Company has set out the details required as per Schedule I of the SEBI Regulations.

I. Documents Submitted to the Stock Exchange

(a) Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures; (b) Copy of last three years audited annual reports; (c) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (d) Copy of the Board / committee resolution authorizing the borrowing and list of authorized signatories; (e) An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where

applicable, would be executed within the time frame prescribed in the relevant regulations/act/rules etc. and the same would be uploaded on the website of the designated Stock Exchange, where the debt securities have been listed, within five working days of execution of the same;

(f) Any other particulars or documents that the Stock Exchange may call for as it deems fit; (g) An undertaking that permission / consent from the prior charge holder for a pari-passu charge being created

over the Immovable Property and Hypothecated Assets, where applicable, in favour of the Debenture Trustee to the proposed Issue has been obtained.

Documents Submitted to the Debenture Trustee

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

(a) Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures; (b) Copy of last three years’ audited annual reports; (c) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (d) Latest audited / limited review half yearly 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, till the redemption of the debt securities, submit thedetails mentioned in point (d) above to the Debenture Trustee within the timelines as mentioned in Uniform Listing Agreement issued by SEBI vide circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015, as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 (One Hundred Eighty) days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within 2 (two) working days of their specific request.

II. NAME, ADDRESS & REGISTERED OFFICE OF THE COMPANY Name of the Issuer: Piramal Capital & Housing Finance Limited (formerly known as Piramal Housing Finance Limited) Date of incorporation of the company: 10/02/2017 Website: www.pchf.in Name and Designation of Officials authorized to issue Debentures Name: Mr. Kshitish Bapat Designation: Chief Manager Registered Office: Address: 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013, Maharashtra, India Tel: 6230 9200 Fax: 6151 3444

For Plramal Capttal & Housing Finance Ltd.

~u~


Corporate Office: Address: 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013, Maharashtra, India Tel: 6230 9200 Fax: 6151 3444 Nodal/Compliance Officer for the Issue: Name: - Mr. Bipin Singh Address: 4th Floor, Piramal Tower, Peninsula Corporate Park , Ganpatrao Kadam Marg, Lower Parel, Mumbai- 400 013, Maharashtra, India Telephone: +91 22 3802 3085 ; Fax: +91 22 6151 3444 Email id: [email protected] Debenture Holders can contact the Compliance Officer in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of debentures, interest on application money etc in the respective beneficiary account or refund orders, etc. CFO of the Issuer Name: Mr. Sachin Deodhar Address: Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013, Maharashtra Telephone: +91 22 61513404; Fax: +91 22 6151 3444 Email id: [email protected] Debenture Trustee for the Debenture Holders Name: IDBI Trusteeship Services Limited Address: Asian Building, Ground Floor17, R Kamani MargBallard Estate, Mumbai 400001 Contact No.: +91 22 4080 7005 Website: http://idbitrustee.co.in/ Email id: [email protected] Registrar to the Issue Name: Link Intime India Private Limited Address: 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400078. Telephone: +91 22 24918600 Fax: +91 22 49186060 Email: [email protected] Website: www.linkintime.co.in Rating Agency to the Issue Name: CARE Ratings Limited Address: 4th Floor, Godrej Colesium, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai – 400 022 Telephone: + 022-6754 3456; Fax: 022-6754 3457 Website: www.careratings.com Auditors of the Issuer Name: B S R & Co. LLP Address: 1st Floor, Lodha Excelus Building, Apollo Mills Compound N.M. Joshi Marg, Mahalaxmi Mumbai – 400 011. Telephone: +91 22 3091 3264


i.u~


III. BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF

BUSINESS OVERVIEW Piramal Capital & Housing Finance Limited (formerly, known as Piramal Housing Finance Limited “PHFL”) (“PCHFL”), is a wholly-owned subsidiary of Piramal Enterprises Limited, and is registered with the National Housing Bank, as a Housing Finance Company vide registration no. 12.0163.17 dated 1 December 2017, with its registered and operational office in Mumbai. PCHFL was a wholly owned subsidiary of Piramal Finance Limited (‘PFL’). Piramal Finance Limited established in 2011, was categorized as a non-deposit taking NBFC by the Reserve Bank of India (‘RBI’). PFL’s strength lied in its rich experience and its network in the wholesale lending (Construction Finance & LRD) to Tier I Real Estate Developers, PAN India. It also undertook Non Real Estate lending to corporate sectors such as auto-components, renewable, cements etc. In order to move one step ahead and to capture retail segment, PHFL was formed as a housing finance company primarily to provide home loans & Loan Against Property at retail level and also undertake funding, to certain extent, to developers as Construction Finance. In October 2017, Boards of PHFL, Piramal Capital Limited (‘PCL’) and PFL approved the merger of PFL and PCL into PHFL. Post which, approvals from respective shareholders, creditors and regulators were obtained in respect to said merger. In April 2018, NCLT approved the merger whereby the written communication was received in May 2018, which stated that the appointment date of scheme should be effect from 31st March 2018. Post which the merger stood effective and the resultant entity is a Housing Finance company, which is a wholly owned subsidiary of Piramal Enterprises Limited. Furthermore, the name of Piramal Housing Finance Limited has been changed to Piramal Capital & Housing Finance Limited. PCHFL, apart from carrying on businesses of PFL, will play dominant role in retail sector by providing home loans & mortgage loans to the customers in Tier I & Tier II. It aims to capture significant volume in terms of retail customers and AUM through its deep & vast builder network. Currently, PCHFL have adequate professional staff at senior and junior level. Going ahead it shall build bigger team covering the functional verticals - Sales team, Operation team, Credit supporting, finance team etc. to support the growth of the business. PCHFL is continuously investing in technology to automate its process and to make a single platform for entire loan life cycle management in order to access faster services at the user end. CORPORATE STRUCTURE List of subsidiaries as on March 31, 2020: Nil List of joint ventures as on March 31, 2020: Nil List of Investment in Partnership Firm as on March 31, 2020: Nil


Au~


KEY OPERATIONAL AND FINANCIAL PARAMETERS FOR THE LAST 3 AUDITED YEARS Financial Parameters:

(Rs in Crores) Particulars 31st March 2020 31st March 2019 31st March 2018

(audited) (audited) (audited) Tangible Net worth 10,166 9,250 7,858

Total debt 29,355 32,309 25,940

Net fixed assets 10,370 10,313 10,245

Cash and cash equivalents 3,865 412 1,553

Loans 26,833 30,837 19,382

Investments 8,063 9,529 12,592

Other financial assets 412 829 37

Other non-financial assets 324 105 13

Other financial liabilities 112 54 63

Other non- financial liabilities 10 46 15

Provisions 188 103 21

Interest Income 5,570 5,465 42

Interest Expense 3,328 2,838 16

Provisioning & Write-offs 1,176 130 -

PAT 30 1,443 45

Gross NPA (%) 2.1% 0.4% 0.4%

Net NPA (%) 1.4% 0.1% 0.1%

Tier I Capital Adequacy Ratio (%) 32.75% 27.27% 26.91%

Tier II Capital Adequacy Ratio (%) 0.15% 2.65% 4.02% Project Cost and Means of Financing, in case of funding of new projects Not Applicable 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 continue to invest in the debt securities. No material event/ development or change having implications on the financials/credit quality at the time of issue which may affect the Issue or the investor’s decision to invest/ continue to invest in the Debentures has occurred. Details of any material order passed by any statutory authority which has a material effect on company's or promoter's business during the last three years immediately preceding the year of circulation of DD. Nil. However, the National Housing Bank (“NHB”) had vide letter dated 10th August 2018 imposed a fine of Rs. 5,000/- on Piramal Housing Finance Limited (now renamed as “Piramal Capital and Housing Finance Ltd” ) for inadvertently failing to obtain prior approval from NHB for the reconstitution of the Board and induction of three directors.


i.u~


GROSS DEBT EQUITY RATIO OF THE ISSUER as at March 31, 2020

Particulars Debt Equity ratio Prior to assumption of obligations under the Debentures

2.89

Post assumption of obligations under the Debentures*

2.94

* Calculated based on equity and debt as at March 31, 2020 IV. BRIEF HISTORY OF ISSUER SINCE INCORPORATION GIVING DETAILS OF ITS

ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE (AUTHORIZED, ISSUED AND SUBSCRIBED) AND FINANCIAL POSITION.

a) History

The Company was incorporated as a wholly owned subsidiary of Piramal Finance Limited (‘PFL’), on February 10, 2017, in the name and style, of Piramal Housing Finance Private Limited (‘PHFPL’ or the ‘Company’) with its registered office being at Mumbai. The Company was registered as a Housing Finance Company with National Housing Bank vide registration certificate no. 12.0163.17 dated 01.12.2017. The Company was thereafter, converted into a Public Limited Company with effect from September 28, 2017, consequent to which the name of the company was changed to Piramal Housing Finance Limited (‘PHFL’), upon issuance of fresh certificate of incorporation dated October 17, 2017. The Board of Directors, at its meeting held on October 12, 2017, had approved a Scheme of Amalgamation of PFL and Piramal Capital Limited (‘PCL’), both, wholly owned subsidiaries of Piramal Enterprises Limited (‘PEL’), with PHFL and their respective shareholders (‘Scheme’). Pursuant to the aforesaid Board approval and in accordance with the relevant provisions of the Companies Act 2013, the Company had filed an application / petition with the Hon’ble National Company Law Tribunal, Mumbai Bench (‘the NCLT’) seeking its approval on the said Scheme. The NCLT vide its order dated April 6, 2018, had granted its sanction to the said Scheme. Certified true copy of the said order sanctioning the Scheme was received by the Company on May 22, 2018 and was filed with the Registrar of Companies, Maharashtra, Mumbai and effected on May 23, 2018. In accordance with the said Scheme, PFL and PCL ceased to exist and stood amalgamated with PHFL. Also, all the assets and liabilities of PFL and PCL, including listed debt securities of PFL were transferred w.e.f. March 31, 2018, the Appointed Date, to the Company. Further, pursuant to the Scheme of Amalgamation, the name of the Company was changed from Piramal Housing Finance Limited to Piramal Capital & Housing Finance Limited upon issuance of fresh certificate of incorporation dated June 12, 2018 issued by the Registrar of Companies, Mumbai, Maharashtra.

b) Capital Structure of the Issuer i. As on March 31, 2020

Particulars Details (In Lakhs)

Authorized Share Capital 25,00,00,00,000 Equity Shares of Rs. 10/- each

2,500,000

*Issued, subscribed, and paid up capital 19,28,37,18,397 Equity Shares of Rs.10/- each

1,928,371

*45,45,45,454 equity shares of Rs 10 each at an issue price of Rs 11 per share, were allotted on July 29, 2019; *78,46,55,623 equity shares of Rs 10 each at an issue price of Rs 11.47, per share, were allotted on March 31, 2020.


i.u~


ii. Changes in capital structure of the Issuer as on March 31, 2020 , for last five years

Date of Change Rs. Particulars

May 18, 2017 (Extraordinary General Meeting)

700 Crores Authorised Share Capital of the Company was increased from Rs. 300 Crores to Rs. 700 crores

May 2, 2018 (Extraordinary General Meeting)

19,998 Crores Authorised Share Capital of the Company was increased from Rs. 700 Crores to Rs. 19,998 crores

May 23, 2018* 25,000 Crores Authorised Share Capital increased from Rs. 19,998 crores to 25,000 crores

* Upon the Scheme becoming effective and with effect from the Appointed Date i.e. March 31, 2018, the authorised share capital of the Company automatically stands increased, by the authorised share capital of the Transferor Companies as on the Effective Date i.e. May 23, 2018.

c) Equity share capital history of the Issuer as on March 31, 2020, for last five years

Allotment Date

No. of Equity Shares

Face Value (Rs.)

Issue Price (Rs.)

Consideration (cash, other than cash, etc.)

Nature of Allotment

Cumulative

Remarks

No. of equity shares

Equity Share capital

Equity Share Premium

February 10, 2017

1,50,00,000

10 10 Cash Subscription to the Memorandum of Association

1,50,00,000

15,00,00,000

Nil Nil

September 8, 2017

30,00,00,000

10 - Cash Right Issue

31,50,00,000

315,00,00,000

Nil Nil

May 23, 2018

(31,50,00,000)

10 N.A.

Cancellation/ Reduction of Share Capital pursuant to Scheme of Amalgamation

Nil Nil Nil Nil

May 23, 2018

18,04,45,17,320

10 - In kind Pursuant to the Scheme of amalgamation

18,04,45,17,320

1,80,44,51,73,200

Nil Nil

*July 29, 2019

45,45,45,454

10 11 Cash Preferential Basis

18,49,90,62,774

1,84,99,06,27,740

454,54,54,540

Nil


i.u~


#March 31, 2020

78,46,55,623

10 11.47

Cash Preferential Basis

19,28,37,18,397

1,92,83,71,83,970

1,15,34,43,766

Nil

NOTE: *45,45,45,454 equity shares of Rs. 10 each at an issue price of Rs 11 per share, were allotted on July 29, 2019; # 78,46,55,623 equity shares of Rs. 10 each at an issue price of Rs 11.47 per share, were allotted on March 31, 2020. d) Details of any acquisition or amalgamation in the last 1 year

The Board of Directors at its meeting held on October 12, 2017, had approved the Scheme of Amalgamation of PFL and Piramal Capital Limited (‘PCL’), both, subsidiaries of Piramal Enterprises Limited (‘PEL’), with Piramal Housing Finance Limited and their respective shareholders (‘Scheme’). Pursuant to the aforesaid Board approval and in accordance with the relevant provisions of the Companies Act 2013, the Company had filed an application / petition with the Hon’ble National Company Law Tribunal, Mumbai Bench (‘the NCLT’) seeking its approval on the said scheme. The NCLT vide its order dated April 6, 2018, had granted its sanction to the said Scheme. Certified true copy of the said order sanctioning the Scheme was received by the Company on May 22, 2018 and was filed with the Registrar of Companies, Mumbai, and Maharashtra and effected on May 23, 2018. In accordance with the said Scheme, PFL and PCL ceased to exist and stood amalgamated with PHFL. Further, pursuant to the Scheme of Amalgamation, the name of the Company was changed from Piramal Housing Finance Limited to Piramal Capital & Housing Finance Limited with effect from June 12, 2018. e) Details of any reorganization or reconstruction in the last 1 year:

Type of Event Date of Announcement Date of Completion Details Not Applicable

f) Details of the shareholding of the Issuer as on March 31, 2020

Shareholding pattern of the Issuer as on March 31, 2020

Sr. No.

Particulars Total No of Equity Shares

No of shares in demat form Total Shareholding as % of total no of equity

shares 1 Piramal Enterprises Limited

(PEL) 19,28,37,13,565

19,28,37,13,565

100%

2 Ajay G Piramal (as a nominee of PEL)

4347 - Negligible

3 Dr. Swati A Piramal (as a nominee of PEL)

97 - Negligible

4 Nandini A Piramal (as a nominee of PEL)

97 - Negligible

5 Vijay K Shah (as a nominee of PEL)

97 - Negligible

6 Rajesh R Laddha(as a nominee of PEL)

97 - Negligible

7 Leonard J D’Souza (as a nominee of PEL)

97 - Negligible

Total 19,28,37,18,397

19,28,37,13,565

100%

I I I I I


i.u~


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

1. Top 10 Equity Shareholders of the Issuer as on March 31, 2020

Sr. No.

Name of the shareholder Total No of Equity Shares

No of shares in demat form Total Shareholding as % of total no of equity

shares 1 Piramal Enterprises Limited

(PEL) 19,28,37,13,565

19,28,37,13,565

100%

2 Ajay G Piramal (as a nominee of PEL)

4347 - Negligible

3 Dr. Swati A Piramal (as a nominee of PEL)

97 - Negligible

4 Nandini A Piramal (as a nominee of PEL)

97 - Negligible

5 Vijay K Shah (as a nominee of PEL)

97 - Negligible

6 Rajesh R Laddha (as a nominee of PEL)

97 - Negligible

7 Leonard J D’Souza (as a nominee of PEL)

97 - Negligible

Total 19,28,37,18,397

19,28,37,13,565

100%

2. Issue of Convertible Bonds/Share Warrants (if applicable) Not applicable g) Details of defaults, if any, including the amounts involved, duration of default, and present status, in

repayment of:

Statutory Dues: Nil Debenture and interest thereon: Nil Deposits and interest thereon: Nil Loans from banks and financial institutions and interest thereon: Nil


i.u~


h) Abridged version of audited/unaudited standalone financial information (Profit & Loss statement, Balance Sheet and Cash Flow statement) for the last three years standalone balance sheet and profit and loss statement and auditors qualifications, if any

1. Balance Sheet

(In Rs crores)

Particulars March 31, 2020 March 31, 2019 March 31, 2018

(audited) (audited) (audited)

ASSETS

Financial assets:

Cash and cash equivalents 3,864 412 1,553 Bank balances other than (a) above 395 24 - Loans 26,832 30,837 19,382 Investments 8,063 9,529 12,592 Other financial assets 412 805 37

Non- financial assets:

Current tax assets (net) 526 63 20 Deferred tax assets (net) - 34 298 Right-of-use assets 51 Property, Plant and Equipment 34 32 14 Intangible assets under development 28 23 17 Goodwill 10,257 10,257 10,214 Other Intangible assets 1 1 0 Asset held for sale - - 16 Other non-financial assets 324 105 13

Total Assets 50,788 52,122 44,156

LIABILITIES AND EQUITY

Liabilities

Financial liabilities:

Payables

Trade payables For Plramal Capital & Housing Flr,ance Ltd.

i.u~


(i) Total outstanding dues of micro and small enterprises

- - -

(ii) Total outstanding dues of creditors other than micro and small enterprises

147

80 24 Debt securities 5,595 5,906 5,955

Borrowings (other than debt securities)

21,669

24,410 18,742 Deposits 1,597 1,500 750 Subordinated debt liabilities 494 493 492 Other financial liabilities 112 54 63

Non- financial liabilities:

Current tax liabilities (net) 1 1 4 Provisions 188 103 21 Deferred tax liabilities (net) 523 - - Other non- financial liabilities 10 46 15

Equity

Equity share capital 19,284 18,045 - Other equity 1,168 1,486 18,089

Total Liabilities and Equity 50,788 52,122 44,156

2. Statement of Profit and Loss (In Rs crores)

Particulars For the year ended For the year ended For the year ended

31-Mar-20 31-Mar-19 31-Mar-18

Revenue from operations Interest Income 5570 5,465 42 Rental Income 2

1 - Fees and commission Income 21 44 - Others 11

20

4 Total Revenue from operations 5604 5,529 46

Other Income 19 42 22 Total Income 5623 5,572 68 Expenses

Finance costs 3150 2,761 16


i.u~


Fees and commission expense 178 77

0

Net loss on fair value changes 51 9 -

Impairment on financial instruments 1176 130 - Employee benefits expense 209 196 20 Depreciation, amortization and

impairment 33

7

1 Other expenses 224 181 28

Total Expenses 5021 3,360 65 Profit before tax 602

2,212

3 Less: Tax Expenses Current tax 10 505 - Deferred tax 562 265 -42 Profit for the year 30 1,443 45

3. Statement of Cash flows

(In Rs crores)

Particulars March 31, 2020 March 31, 2019 March 31, 2018 (audited) (audited) (audited) A. Cash flow from operating activities Profit before tax 602 2,212 3 Adjustments: Short term capital gain on mutual fund (12) (20) (4) Interest income from fixed deposits (71) (45) (1) Loss on fair valuation 51 9 - Allowance for expected credit loss on loans and

loan commitments 1176 130 (22)

Provision for lease equalisation reserve - 1 0 Write off of intangible assets under development 4 Depreciation and amortisation 33 7 1 Lease rent payment (24) - - Finance cost on lease payment 6 - - Loss on financial assets 5 - - Operating cash flow before working capital

changes 1770 2,293 (22)

Decrease / (Increase) in Loans 3203 (11,571) (798) Decrease/ (Increase) in Asset held for sale - 16 (3) Decrease / (Increase) in Investments 1116 3,089 (254) Decrease / (Increase) in other financials assets 399 (782) 0 Decrease / (Increase) in other Non financials assets (220) (83) 3


i.u~


Decrease / (Increase) in Trade Payables 68 56 4 Increase/ (Decrease) in Provisions 4 4 2 Decrease / (Increase) in other financials liabilities 6 (10) 3 Decrease / (Increase) in other non financials

liabilities (36) 31 2

Cash used in operations 6310 (6,958) (1,064) Less: Income taxes paid (472) (551) (2) Net cash used in operating activities (a) 5838 (7,509) (1,067) B Cash flow from investing activities Fixed assets purchased (22) (83) (10) Investments in mutual funds (43920) (69,563) - Redemptions from mutual funds 43932 69,610 4 Interest income from fixed deposits 66 59 1 Investment in fixed deposits (2700) (24) - Redemption from in fixed deposits 2329 - 15 Net cash flow from investing activities (b) (315) (1) 9 C Cash flow from financing activities Borrowings taken during the year 32828 67,298 1,773 Borrowings repaid during the year (35801) (60,929) (849) Dividend Paid (497) Issue of equity shares 1400 - 300 Net cash flow from financing activities (c) (2070) 6,369 1,224 Net increase in cash and cash equivalents

(a+b+c) 3453 (1,141) 166

Cash and cash equivalents as at beginning of the

year 412 1,553 1

Add: Cash and cash equivalent transferred under Scheme of merger

- - 1,386

Cash and cash equivalents as at end of the year 3865 412 1,553


i.u~


4. Contingent Liabilities

The Contingent Liabilities for the last three years are as given below.

(In Rs crores) Description FY 2019-20 FY 2018-19 FY 2017-18

a) Dues towards income tax 80 1 1

b) Letter of Comfort issued by the Company

1 449 1,019

i) Abridged version of Latest Audited /Limited Review Half Yearly Consolidated (wherever applicable) and standalone financial information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any. – Not Applicable

V. BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY:

a) Name, Address and other details of Directors on the Board as on March 31, 2020:

Name, Designation And DIN

Age (in years)

Address Directorship since

Details of other directorship

Occupation

Mr. Ajay G Piramal Designation: Chairman DIN: 00028116

65 Piramal Tower Ganpatrao Kadam Marg, Lower Parel Mumbai- 400013

28-05-2018 Refer to Annexure IV

Industrialist

Mr. Khushru Jijina Designation: Managing Director DIN: 00209953



Service

Dr. (Mrs.) Swati Piramal Designation: Director DIN: 00067125



Industrialist

Mr. Anand Piramal Designation: Director DIN: 00286085

36 Piramal Tower Ganpatrao Kadam Marg ,Lower Parel Mumbai- 400013


Industrialist

Mr. Suhail Nathani Designation: Independent Director DIN: 01089938

55 801, Prabhu Kutir 15 Altamount Rd Mumbai 400026


Independent Director

Mr. Deepak Satwalekar Designation: Independent Director DIN: 00009627

72 Flat no. 401, 4th floor, the orchid, 12th road plot no. 252, near madhu park, khar (west) mumbai 400052



Mr. Gautam Doshi Designation : Independent Director DIN :00004612

68 C 191, Grand Paradi August Krani Marg, Kemps Corner, Mumbai - 400036




i.u~


b) Changes in the Board of Directors of the Issuer during the last three years are as under:

Name, Designation and DIN Date of

Appointment Date of Resignation

Director of the Issuer since (in case of resignation)

Remarks

Mr. Ajay Piramal Director DIN : 00028116

28-05-2018 - NA NIL

Mr. Khushru Jijina Managing Director DIN : 00209953

10-02-2017 (Appointed as

Managing Director w.e.f

close of business hours 28-02-2017)

- NA NIL

Dr. (Mrs) Swati Piramal Director DIN: 00067125

28-05-2018 - NA NIL

Mr. Anand Piramal Director DIN : 00286085

28-05-2018 - NA NIL

Mr. Deepak Satwalekar Independent Director DIN: 00009627

28-05-2018 - NA NIL

Mr. Harish Engineer Independent Director DIN : 01843009

28-05-2018 01-01-2020 25-06-2018

NIL

Mr. Shitin Desai Director DIN: 00009905

08-09-2017 28-05-2018 08-09-2017 NIL

Mr. Sachin Deodhar Director DIN : 00319687

10-02-2017 28-05-2018 10-02-2017 NIL

Mr. Suhail Nathani Independent Director DIN : 01089938

08-09-2017 - - NIL

Mr. Gautam Doshi Independent Director DIN: 00004612

29-07-2019 - - NIL

VI. DETAILS REGARDING THE AUDITORS OF THE ISSUER:

a) Details of the statutory auditors of the Issuer for financial year 2019-20 are as under:

Name Address Auditor since B S R & Co. LLP 1st Floor, Lodha Excelus

Apollo Mills Compound N.M Joshi Marg, Mahalaxmi Mumbai – 400011

Since incorporation i.e. February 10, 2017

b) Change in Statutory Auditors of the Issuer since last three years

The Issuer has not changed its Auditors during the last three years


i.u~


VII. DETAILS OF OTHER BORROWINGS INCLUDING ANY OTHER ISSUE OF DEBT

SECURITIES IN THE PAST

a) Details of Secured Loan Facilities as on March 31, 2020

Lender Name Type of Facility

Amount Sanctioned (Rs in Crs)

Amount outstanding (Rs in Crs)

Terms of repayment Nature of Security

Aditya Birla Finance Limited

Term Loan

50.00 50.00 Repayable in 365 days from drawdown date

First pari-passu charge by way of hypothecation on the standard moveable assets including receivables and book debt , present and future

Allahabad Bank

Term Loan

500.00 500.00 Repayable in 60 months from drawdown date


Allahabad Bank

Term Loan

200.00 126.32 Repayable in nineteen quarterly instalments commencing after a moratorium period of 3 months from the date of drawdown


Andhra Bank Term Loan

300.00 300.00 Repayment in 12 equal quarterly instalment after moratorium period of the 2 years from the date of drawdown


Axis Bank Term Loan

250.00 250.00 Line of Credit Facility for Maximum upto 15 months from drawdown date.


Axis Bank Term Loan

200.00 200.00 Line of Credit Facility for Maximum upto 15 months from drawdown date.


Bank of Baroda

Term Loan

500.00 346.87 Repayment of principal to be repaid in 47 equal monthly instalment of Rs. 10.42 Crs each and 48th installment of Rs. 10.50 Crs after drawdown



i.u~


Bank of Baroda

Term Loan

500.00 357.29 Repayment of principal to be repaid in 47 equal monthly instalment of Rs. 10.42 Crs each and 48th installment of Rs. 10.50 Crs after drawdown


Bank of Baroda

Term Loan

150.00 94.40 Repayable in ten quarterly instalments commencing from 21st month from the date of drawdown


Bank of Baroda

Term Loan

375.00 273.49 Repayable in ten quarterly instalments commencing from 21st month from the date of drawdown.


Bank of Baroda

Term Loan



Bank of Baroda

Term Loan



Bank of Baroda

Term Loan

750.00 396.99 Repayable in ten equal quarterly instalments starting from 21st month from drawdown date


Bank of Baroda

Term Loan

125.00 66.16 Repayable in ten equal quarterly instalments commencing from 21st month from date of drawdown


Bank of Baroda

Term Loan

750.00 321.99 Repayable in ten equal quarterly instalments commencing from 21st month from date of drawdown


Bank of Baroda (earlier - Dena Bank )

Term Loan

100.00 82.33 Repayable in twelve equal monthly instalments commencing after moratorium of 24 months from the date of drawdown

First pari-passu charge by way of hypothecation on the standard moveable assets including receivables


i.u~


and book debt , present and future

Bank of Baroda (earlier - Dena Bank )

Term Loan

150.00 125.00 Repayable in twelve equal monthly instalments commencing after a moratorium period of 24 months from the date of drawdown


Bank of Baroda (earlier - Vijaya Bank )

Term Loan

100.00 94.11 Repayable in 4 years from drawdown date



Term Loan

200.00 200.00 Repayable in two years from drawdown date



Term Loan

300.00 300.00 Repayable in three years from drawdown date


Bank of India Term Loan

500.00 500.00 Term Loan to be repaid in 19 equal quarterly installments starting from 1 quarter from date of first disbursement.


Bank of India Term Loan

500.00 374.99 Term Loan to be repaid in 12 equal quarterly installments starting from 9 month from date of first disbursement.


Bank Of India Term Loan



Bank of Maharashtra

WCDL 200.00 200.00 Repayable in 30 days from drawdown date


Canara Bank Term Loan

300.00 187.50 Repayable in eight quarterly instalments commencing after a moratorium period of 12

First pari-passu charge by way of hypothecation on the standard


i.u~


months from the date of first disbursement

moveable assets including receivables and book debt , present and future

Catalyst Trusteeship Limited

Term Loan

(Securitisation)

2,022.43 1,414.02 Repayable in 30 months from drawdown date

Specific loan cash flows & underlying that are part of the PTC pool

Catholic Syrian Bank

Term Loan

50.00 12.50 Repayable in eight equal quarterly instalments commencing from 15th month from date of drawdown


Central Bank of India

Term Loan

300.00 300.00 Repayable in 60 months in 9 equal half yearly installments commencing after initial moratorium of 6 months


Corporation Bank

Term Loan



Deutsche Bank

WCDL 200.00 200.00 Bullet repayment First pari-passu charge by way of hypothecation on the standard moveable assets including receivables and book debt , present and future

Dhanlaxmi Bank

Term Loan



HDFC Bank WCDL 65.00 38.97 Bullet repayment First pari-passu charge by way of hypothecation on the standard moveable assets including receivables and book debt , present and future

HDFC Bank Term Loan

100.00 62.50 Repayment in equal half yearly instalments


HDFC Bank Term Loan

100.00 50.00 Repayable in half yearly instalments Commencing from one year from date of drawdown

First pari-passu charge by way of hypothecation on the standard moveable assets


i.u~


including receivables and book debt , present and future

HDFC Bank Term Loan

150.00 25.00 Repayable in ten equal half yearly instalments with moratorium period of one year from drawdown date


HDFC Bank Term Loan

50.00 25.00 Repayable in half yearly instalments Commencing from one year from date of drawdown


HDFC Ltd WCDL 1,200.00 1,200.00 Repayable in 60 days from drawdown date


Indian Bank Term Loan

500.00 375.00 Repayable in sixteen equal quarterly instalments commencing from 13th month of drawdown date


Indian Bank Term Loan

500.00 312.50 Repayable in sixteen quarterly instalments with a holiday period of 1 year from the drawdown date.


Indian Overseas Bank

Term Loan

200.00 200.00 Repayable in twenty equal quarterly instalments after the moratorium period of 24 months from the drawdown date


Indian Overseas Bank

Term Loan

200.00 83.31 Repayable in twelve equal monthly instalments after the moratorium period of 24 months from the drawdown date


Indusind Bank Term Loan





First pari-passu charge by way of hypothecation


i.u~


on the standard moveable assets including receivables and book debt , present and future



















International Financial Corporation

ECB 261.32 261.32 Repayable in 60 months from drawdown date


International Financial Corporation

ECB 261.32 261.32 Repayable in 48 months from drawdown date



i.u~


Jammu and Kashmir

Term Loan

150.00 112.50 Repayable in eight half yearly instalments commencing after initial moratorium period of 12 months


Jammu and Kashmir

Term Loan

50.00 37.50 Repayable in eight half yearly instalments commencing after initial moratorium period of 12 months


Karnataka Bank

Term Loan

100.00 83.33 Repayable in twelve equal quarterly instalments commencing from 25 months from date of drawdown


Karnataka Bank

Term Loan

250.00 125.00 Repayable in twelve monthly instalments, first 11 of 20.83 crore each and the 12th instalment of 20.87 crore post holiday period of 24 months from drawdown date


IDBI Trusteeship Services Limited

Term Loan

(Securitisation)


Specific loan cash flows & underlying that are part of the PTC pool.

Catalyst Trusteeship Limited

Term Loan

(Securitisation)


Specific loan cash flows & underlying that are part of the PTC pool

Oriental Bank Term Loan

200.00 200.00 Repayable in 6 equal semi annual instalment after 12 months from drawdown date


Oriental Bank Term Loan

300.00 250.00 Repayable in 6 equal semi annual instalment after 12 months from drawdown date


Punjab and Sindh Bank

Term Loan

200.00 162.50 Repayment of principle to be repaid in 16 quarterly instalment after moratorium period of 3 months from the date of 1st drawdown


South Indian Bank

Term Loan

250.00 187.50 Repayable in twelve equal quarterly instalments commencing from 27 month of drawdown date

First pari-passu charge by way of hypothecation on the standard moveable assets


i.u~


including receivables and book debt , present and future

Standard Chartered Bank

STL 1,600.00 1,600.00 Bullet Repayment First pari-passu charge by way of hypothecation on the standard moveable assets including receivables and book debt , present and future

State Bank of India

Term Loan


Specific loan cash flows & underlying that are part of the Assignment pool

State Bank of India

Term Loan

2,000.00 1,666.67 Repayment of principle to be repaid in 18 quarterly instalment after moratorium period of 6 months from the date of 1st drawdown


State Bank of India

Term Loan

1,250.00 750.00 Repayable in twelve quarterly instalments commencing from 25th month from date of drawdown


State Bank of India

Term Loan

250.00 250.00 Repayable in twelve quarterly instalments commencing from 25th month of date of drawdown


Syndicate Bank

WCDL 350.00 350.00 Bullet repayment First pari-passu charge by way of hypothecation on the standard moveable assets including receivables and book debt , present and future

Syndicate Bank

Term Loan

200.00 100.00 Repayable in six equal quarterly instalments commencing from 21 month


UCO Bank WCDL 50.00 50.00 Bullet repayment First pari-passu charge by way of hypothecation on the standard moveable assets including receivables and book debt , present and future

UCO Bank Term Loan

50.00 50.00 Repayable in twelve equal monthly instalments commencing post moratorium period of 2 years from the drawdown date

First pari-passu charge by way of hypothecation on the standard moveable assets including receivables


i.u~


and book debt , present and future

Union Bank of India

Term Loan



Union Bank of India

Term Loan



Union Bank of India

Term Loan



Union Bank of India

Term Loan

500.00 500.00 Repayable in 24 quarterly installments after moratorium period of after 4 quarters


United Bank of India

Term Loan

100.00 100.00 Repayable in eight equal quarterly instalments commencing after a moratorium of 2 years from the date of drawdown



Term Loan

200.00 125.00 Repayable in eight equal quarterly instalments commencing after a moratorium of 2 years from the date of drawdown



Term Loan

400.00 400.00 Term Loan repayment in 16 equal quarterly installments commencing from 12 month.


Grand Total 25,103.43 20,095.48

b) Details of Unsecured Loan Facilities as on March 31, 2020 –

Lender Name

Type of Facility

Amount Sanctioned (Rs in Crs)

Amount outstanding (Rs in Crs)

Terms of repayment I I For Plramal Capital & Housing Flr,ance Ltd.

i.u~


Piramal Enterprises Limited

ICD 1,600.00 1,600.00 Repayable in Eighteen months from drawdown date

c) Details of non-convertible debentures as on March 31, 2020

Debenture Series

Tenor / Period of Maturity

Coupon

Amount (Rs in Crs)

Date of Allotment

Final Maturity Date /Schedule

Credit Rating

Secured/ unsecured

Security

INE641O08035

3652 days

9.55% 500.00 08-Mar-17 08-Mar-27 AA by ICRA and AA by CARE

Unsecured

N.A.

INE641O07037

2555 days

8.95% 5.00 10-Mar-17 08-Mar-24 AA by ICRA

Secured First pari-passu charge by hypothecation over the movable assets and a first ranking pari passu mortgage over Specifically Mortgaged Property

INE641O07052

1152 days

8.85% 200.00 30-Mar-17 25-May-20 AA by ICRA


INE641O07060

1154 days

8.85% 440.00 06-Apr-17 03-Jun-20 AA by ICRA


INE641O07086

2556 days

8.75% 25.00 04-May-17 03-May-24 AA by ICRA

Secured First pari-passu charge by hypothecation over the movable assets and a first ranking pari passu mortgage over Specifically


i.u~


Mortgaged Property

INE641O07110

1096 days

8.35% 95.00 14-Jul-17 14-Jul-20 AA by ICRA


INE641O07128

1096 days

8.35% 125.00 04-Aug-17 04-Aug-20 AA by ICRA


INE641O07144

2921 days

7.96% 167.00 20-Sep-17 19-Sep-25 AA by ICRA


INE641O07144

3285 days

7.96% 167.00 20-Sep-17 18-Sep-26 AA by ICRA


INE641O07144

3652 days

7.96% 166.00 20-Sep-17 20-Sep-27 AA by ICRA


INE641O07151

1096 days

8.07% 500.00 25-Sep-17 25-Sep-20 AA by ICRA



i.u~


INE641O07169

1096 days

8.10% 125.00 29-Sep-17 29-Sep-20 AA by ICRA and AA by CARE


INE641O07177

1094 days

7.96% 115.00 08-Nov-17 06-Nov-20 AA by ICRA and AA by CARE


INE641O07185

2555 days

9.25% 35.00 05-Oct-18 03-Oct-25 AA+ by CARE


INE641O07193

1826 days

9.75% 25.00 02-Nov-18 02-Nov-23 AA+ by CARE


INE516Y07014

2921 days

9.27% 167.00 19-Dec-18 18-Dec-26 AA+ by CARE


INE516Y07014

3285 days

9.27% 167.00 19-Dec-18 17-Dec-27 AA+ by CARE


INE516Y07014

3653 days

9.27% 166.00 19-Dec-18 19-Dec-28 AA+ by

Secured First pari-passu charge by


i.u~


CARE

hypothecation over the movable assets and a first ranking pari passu mortgage over Specifically Mortgaged Property

INE516Y07105

1186 days

9.50% 650.00 15-Jan-19 15-Apr-22 AA+ by CARE


INE516Y07089

1186 days

9.50% 50.00 21-Jan-19 21-Apr-22 AA+ by CARE


INE516Y07063

2922 days

9.51% 500.00 11-Mar-19 11-Mar-27 AA+ by CARE


INE516Y07063

3287 days

9.51% 500.00 11-Mar-19 10-Mar-28 AA+ by CARE


INE516Y07063

3651 days

9.51% 500.00 11-Mar-19 09-Mar-29 AA+ by CARE


INE516Y07113

1608 days

10.00% 90.00 14-Jun-19 08-Nov-23 AA+ by CARE

Secured First pari-passu charge by hypothecation over the movable


i.u~


assets and a first ranking pari passu mortgage over Specifically Mortgaged Property

INE516Y07113

1974 days

10.00% 90.00 14-Jun-19 08-Nov-24 AA+ by CARE


INE516Y07121

1096 days

9.50% 150.00 16-Sep-19 16-Sep-22 Secured First pari-passu charge by hypothecation over the movable assets and a first ranking pari passu mortgage over Specifically Mortgaged Property

INE516Y07121

1096 days

9.50% 150.00 16-Sep-19 16-Sep-22 Secured First pari-passu charge by hypothecation over the movable assets and a first ranking pari passu mortgage over Specifically Mortgaged Property

Grand Total

5,870.00

d) Ten largest Debenture holders of the Issuer as on March 31, 2020 SR. NO.

NAME OF DEBENTURE HOLDER ADDRESS AMOUNT (IN RS. CRORE)

1 LIFE INSURANCE CORPORATION OF INDIA

LIC, INVESTMENT DEPARTMENT, 6th FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI – 400021

1,500


LIC, INVESTMENT DEPARTMENT, 6th FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI – 400021

500


LIC, INVESTMENT DEPARTMENT, 6th FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA,

500


i.u~


JEEVAN BIMA MARG, MUMBAI – 400021

4 STATE BANK OF INDIA

SBI SG GLOBAL SECU. SERV. P. L., JEEVAN SEVA EXTENSION BLDG.GR. FLOOR, S.V. ROAD, SANTACRUZ W, MUMBAI – 400054

500

5 INDIA LONG TERM DEBT FUND

STANDARD CHARTERED BANK, CRESCENZO, SECURITIES SERVICES, 3RD FLOOR , C-38/39 G-BLOCK, BKC BANDRA (EAST) , MUMBAI - 400051

440

6 FRANKLIN INDIA SHORT TERM INCOME PLAN

CITIBANK N.A., CUSTODY SERVICES FIFC-11TH FLR, G BLOCKPLOT C-54 AND C-55, BKC, BANDRA-EAST, MUMBAI – 400051

385

7 FRANKLIN INDIA INCOME OPPORTUNITIES FUND


280

8 INDIA LONG TERM DEBT FUND

STANDARD CHARTERED BANK, CRESCENZO, SECURITIES SERVICES, 3RD FLOOR , C-38/39 G-BLOCK, BKC BANDRA (EAST) , MUMBAI - 400051

200

9 INTERNATIONAL FINANCE CORPORATION

INTERNATIONAL FINANCE CORPORATION, 6th FLOOR, WORLDMARK -3, AEROCITY, NEAR IGI AIRPORT, NEW DELHI - 110037

180

10 FRANKLIN INDIA CREDIT RISK FUND


170

e) Amount of corporate guarantees provided (as on March 31, 2019) 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 applicable)

Nil

f) Details of Commercial Paper as on March 31, 2020:

Amt (Rs. In Crores) Maturity Date Nil


i.u~


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

Party Name (in case of the Facility)/ Instrument Name

Type of Facility/Instrument

Amount Sanctioned/Issues

Principal Amount outstanding

Repayment Date/Schedule

Credit Rating

Secured/Unsecured

Security

Not Applicable

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 Issuer, in the past 5 years.

The Company has not committed any 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 by the Company in the past 5 years.

i) Servicing behavior on existing debt securities, payment of due interest on due dates on term loans and

debt securities

Regular

j) 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


i.u~


VIII. DETAILS OF PROMOTERS OF THE ISSUER

a) Details of Promoter Holding in the Issuer as on March 31, 2020

Sr. No.

Name of the shareholders

Total no. of Equity Shares

No. of shares in demat form

Total shareholding as % of total no. of equity shares

No of Shares Pledged

% of shares pledged with respect to shares owned.

1 Piramal Enterprises Limited (PEL)

19,28,37,13,565

19,28,37,13,565

100% NIL NA

2 Mr. Ajay G Piramal (as a nominee of PEL)

4347 - Negligible NIL NA

3 Dr. (Mrs.) Swati A Piramal (as a nominee of PEL)


4 Ms. Nandini A Piramal (as a nominee of PEL)


5 Mr. Vijay K Shah (as a nominee of PEL)


6 Mr. Rajesh R Laddha(as a nominee of PEL)


7 Mr. Leonard J D’Souza (as a nominee of PEL)


Total 19,28,37,18,397

19,28,37,13,565

- NIL NA


i.u~


IX. NAME OF DEBENTURE TRUSTEE AND CONSENT THEREOF The Issuer has appointed IDBI Trusteeship Services Limited to act as Debenture Trustees for and on behalf of the Debenture Holders. The address and contact details of the Trustees are as under: IDBI Trusteeship Services Limited Asian Building, Ground Floor 17, R Kamani Marg Ballard Estate, Mumbai 400001 Tel: +91 22 4080 7005 Fax: +91 22 6631 1776 Email: [email protected] IDBI Trusteeship Services Limited has given its written consent for its appointment as Debenture Trustee to the Issue under Regulation 4 (4) of the SEBI Regulations, and for inclusion of its name in the form and context in which it appears in this DD and in all the subsequent periodical communications sent to the Debenture Holders. A copy of the letter from Debenture Trustee conveying their consent to act as Trustees for the Debenture Holders is enclosed in Annexure II. X. RATING AND RATING RATIONALE ADOPTED BY RATING AGENCIES CARE Ratings Ltd has assigned a rating of “AA” (Pronounced as Double A) to these Debentures. The rating letter is enclosed herewith. The rating is not a recommendation to buy, sell or hold securities and Debenture Holders should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc. XI. GUARANTEE/LETTER OF COMFORT 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 as there is no guarantee or letter of comfort being provided with the Debentures. XII. LISTING OF DEBENTURES The Debentures are proposed to be listed on the WDM of the NSE / BSE, being the designated Stock Exchange.

National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051 Tel No: (022) 26598100 - 8114 Fax No: (022) 26598120

BSE Limited 1st Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai- 400 001.


i.u~


XIII. SUMMARY TERM SHEET Private Placement of Rs. 325 Crores (Rs. Three Hundred Twenty Five Crores) with an option to retain oversubscription of Rs. 175 Crores (Secured, Rated, Listed, Redeemable, Non-Convertible Debentures (“Debentures” or “NCDs”) of the face value of Rs. 10,00,000/- (Rupees Ten Lakh only) each for cash such that the total value shall not be exceeding of Rs 500 Crores (Rupees Five Hundred Crores only):

Sr. No.

Subject Particulars

1. Security Name 8.75% Piramal Capital & Housing Finance Limited 2. Issuer/Company Piramal Capital & Housing Finance Limited 3. Type of Instrument Secured, Rated, Listed, Redeemable Non-Convertible Debentures 4. Nature of Instrument Secured 5. Seniority Senior, on pari passu basis with current and future secured security holders 6. Mode of Issue Private placement 7. Issue Size The aggregate size of the Issue is Rs. 325 Crores (Rupees Three Hundred

Twenty Five Crores only) with an option to retain oversubscription of Rs. 175 Crores such that the total issue does not exceed Rs. 500 Crores. This Issue forms part of the Entire Issuance.

8. Option to retain oversubscription (Amount)

Option to retain oversubscription of Rs 175 crores aggregating the total issue to Rs 500 crores.

9. Issue Price At par i.e. Rs. 10,00,000/- (Rs. Ten Lakh only) per Debenture The aggregate size of the Issue is Rs. 500 crores (Rupees Five Hundred Crores only)

10. Face Value Rs. 10,00,000/- (Rs. Ten Lakh only) per Debenture 11. Minimum Application

and multiples of debt securities thereafter

10 Debentures and in multiples of 1 Debenture thereafter

12. Coupon 8.75% p.a. 13. Coupon Type Fixed 14. Coupon Payment

Frequency Annually and at maturity

15. Coupon payment dates 30 June 2021 30 June 2022 31 May 2023

16. Day Count Basis Actual/ Actual 17. Subscription Date 30 June 2020 18. Issue Timing

Tranche Opening Date: 29 June 2020 Tranche Closing Date: 29 June 2020 Pay-in Date: 30 June 2020 Deemed Date of Allotment: 30 June 2020

19. Redemption Date 31 May 2023 20. Tenor 35 Months from the date of the allotment 21. Redemption Amount At par i.e. Rs. 10,00,000/- (Rs. Ten Lakh only) per Debenture 22. Listing The NCDs are proposed to be listed on WDM segment of BSE / NSE

23. Market Lot One Debenture 24. Listing (including name

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

The NCD’s are proposed to be listed on the Wholesale Debt Market Segment of BSE / NSE Limited The Company shall forward the listing application to the BSE / NSE along with the applicable disclosures within 20 (Twenty) days from the deemed date of allotment.


i.u~


In case of delay in listing of the Debentures beyond 20 days from the Deemed Date of Allotment, the Company will pay penal interest of 1% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of such Debentures to the Debenture Holder.(i.e Penalty shall be levied from the deemed due date of listing)

25. Issuance mode of Debentures

Demat only

26. Depository NSDL / CDSL 27. Business Day A day which is not a 2nd or 4th Saturday, Sunday or a public holiday for the

purposes of Section 25 of the Negotiable Instruments Act, 1881(26 of 1881) on which banks are open for general banking business in the places as mentioned in Schedule I hereto and “Business Days” is to be construed accordingly.

28. Business Day Convention Should any of the Due Date(s), for payment of Interest or principal as defined above, fall on day other than a Business Day, the next immediately succeeding day shall be considered as the effective date for the purpose of Coupon/Interest payment and the immediate previous Business Day shall be considered as the effective date for the purpose of payment of redemption proceeds/ last Coupon payment.

29. Record Date 15 (Fifteen) days prior to any Due Date.

In the event the Record Date falls on a day which is not a Business Day, the next Business Day will be considered as the Record Date.

30. Put & Call Option Not Applicable 31. Put & Call Option Date Not Applicable 32. Credit Rating CARE has assigned a “AA” (Pronounced as Double A) to the long term non-

convertible Debenture issue Programme of the Company. 33. Objects of the Issue The funds raised by the Issue, after meeting the costs and expenses in respect

of the Issue, shall be utilized by the Issuer solely for the following ("Purpose"): (a) financing activities and business operations of the Issuer (including

on-ward lending);

(b) re-payment of the existing Financial Indebtedness of the Issuer; and

(c) general corporate purposes of the Issuer.

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; (ii) any speculative purposes; (iii) investment in the real estate sector; or (iv) in contravention of Applicable Law (including without limitation, any guidelines, rules or regulations of the Supervisory Authorities). The Main Objects clause of the Memorandum of Association of the Company permits the Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which the Company has been carrying on till date.

34.

Details of the utilization of the proceeds

The funds raised by the Issue, after meeting the costs and expenses in respect of the Issue, shall be utilized by the Issuer solely for the Purpose: (a) financing activities and business operations of the Issuer (including

on-ward lending);

(b) re-payment of the existing Financial Indebtedness of the Issuer; and


i.u~


(c) general corporate purposes of the Issuer.

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; (ii) any speculative purposes; (iii) investment in the real estate sector; or (iv) in contravention of Applicable Law (including without limitation, any guidelines, rules or regulations of the Supervisory Authorities). The proceeds would be utilized for meeting the Object of the Issue.

35. Security The NCDs being issued shall be secured through a first pari passu charge by hypothecation over the movable assets of the Company and a first ranking pari passu mortgage over specifically mortgaged premises or such other property as may be identified by the Company. The Company shall maintain security cover of at least 1.1 times of the entire redemption amount throughout the tenure of the NCDs. The Issuer shall create the charge over the Hypothecated Assets and perfect such security by filing Form CHG-9 with the ROC and by ensuring and procuring that the Debenture Trustee files Form I with CERSAI in respect thereof within 90 (Ninety) calendar days from date of execution of the Deed of Hypothecation or within such other extended time as permissible by the Ministry of Corporate Affairs. Any other perfection requirement may be completed within 90 (ninety) days from the Deemed Date of Allotment. The Issuer shall execute Debenture Trust Deed and Deed of Hypothecation and perfect the charge created by the Debenture Trust Deed and Deed of Hypothecation by filing requisite forms with the Registrar of Companies (“ROC”) within 90 days from the Issue Closure Date. If the Issuer fails to execute the Debenture Trust Deed & Deed of Hypothecation within the timelines stipulated in the Transaction Documents, then the Issuer shall, at the option of the Debenture Holders, either (i) return the subscription amount with the agreed rate of interest or (ii) pay additional interest at the rate of 2% (two percent) per annum above the applicable Coupon Rate on all amounts outstanding under the NCDs (including the outstanding principal amounts and any accrued interest) from the Deemed Date of Allotment until such time the deed is executed and the conditions prescribed by Debenture Holders (if any) have been complied with. The Umbrella Security is already created and perfected in favour of Debenture Trustee

36.

Eligibility criteria for book debt /loan receivable

Eligibility criteria for the hypothecated book debt/loan receivables: (a) each loan comprising the Hypothecated Assets must be existing at

the time of selection, and must not have been terminated or prepaid. (b) no loan comprising the Hypothecated Assets should have been

classified as ‘non-performing asset’ (determined in accordance with the criteria prescribed by the relevant Supervisory Authority); and

(c) each loan comprising the Hypothecated Assets must have been originated while complying with all the applicable "know your customer" requirements prescribed by the Supervisory Authorities.

37.

Step Up/Step Down Coupon Rate

In the event that the rating of the Issuer is downgraded by two notches to A+ from its current rating, then the applicable coupon shall be increased by 25 basis points. If the rating gets downgraded further below A+ then for every notch downgrade the coupon shall be increased by 25 basis points.


i.u~


The bank shall have a right of early redemption incase the ratings falls below A. [In the event that the rating of the Issuer is restored to the rating prior to the downgrade event, the applicable coupon rate shall be reduced by 0.25%.]

38.

Additional Covenants

If the rating of the company goes below “A” then the debenture holder shall have right for accelerated redemption and it shall lead to full redemption of the debentures.

In the event that the rating of the Issuer is downgraded by two notches to A+ from its current rating, then the applicable coupon shall be increased by 25 basis points. If the rating gets downgraded further below A+ then for every notch downgrade the coupon shall be increased by 25 basis points. For entire tenor of NCDs, minimum coupon shall remain at the existing Level of 8.75%.

The Company should maintain CRAR above the regulatory required CRAR as per RBI guidelines.

If the debentures get delisted during the tenor of the NCD, issuer will bear all expenses for listing it again within 30 days from date of delisting

Issuer to not be in contravention with any guidelines by Reserve Bank of India/National Housing Bank applicable to Housing Finance companies

39.

Affirmative Covenants

The Issuer agrees to: Utilize the proceeds of this issue in accordance with applicable laws

and regulations for HFC by RBI Comply with corporate governance fair practice code prescribed by

the RBI for HFC Notify of any potential event of default or event of default to the

Bondholders under this Issuance Comply with any monitoring and or servicing request from

debenture holders 40.

Negative Covenants

The Issuer shall not take any action in relation to the following items/events without prior written approval of Majority Holders (100%) under this specific issuance

Undertake any new major new business outside financial services or any diversification of its business outside financial services without approval of NCD holders.

Change in article of incorporation or organizational documents in any material way which would prejudicially affect the interest of the debenture holders.

41. Representations and Warranties of the Issuer

As mentioned in the caption titled “Representations and Warranties Of The Issuer” in the Shelf Disclosure Document to the Issue. The Representations and Warranties shall be continuous in nature and shall be deemed to occur on every day till redemption of the Debentures. 1. The Company is registered with the NHB as an HFC. 2. No Event of Default has occurred and is continuing on the date of this transaction. 3. The Debentures under this Issuance shall rank pari passu amongst themselves, and with all other secured creditors. 4. Binding obligation of Transaction Documents. 5. No conflict with other obligations / constitutional documents. 6. No Material Adverse Change in business, condition or operations of the Issuer. 7. Company has the power and authority to issue Debentures and such Transactions Documents are valid and admissible in evidence.


i.u~


8. Absence of any pending or threatened (in writing) litigation, investigation or proceedings that may have a material adverse effect on the business condition (financial or otherwise), operations, performance of the Issuer or that purports to affect the Facility and as set out in greater detail in the Debenture Trust Deed.

42. Transaction Documents i Debenture Trustee Agreement ii. Debenture Trust Deed, iii. Deed of Hypothecation iv. Shelf Disclosure Document and Issue Addendums for each tranche/series; v. PAS-4 vi. Undertaking from the Issuer mentioning all the borrowing facilities of the Company are standard in nature. vii. Such other documents as agreed between the Issuer and the Debenture Trustee from time to time. viii. Letter appointing Trustees to the Debenture Holders; ix. Board Resolution authorising this Issuance; x. Applicable Shareholder Resolutions under the Companies Act, 2013; xi. Credit Rating Letter & Rationale from Rating Agency ; and xii. Tripartite Agreements with the Depository(ies) and Registrar & Transfer Agent. Disclosure Document, Security Documents and any other document that may be designated by the Debenture Trustee as a Transaction Document

43. Security Documents Executed Umbrella Debenture Trust Deed, Executed Umbrella Debenture Trustee Agreement, Executed Umbrella Deed of Hypothecation, necessary power of attorney and all such other documents required for the purpose of creating and perfecting the Security in favour of the Debenture Trustee for the benefit of the Debenture Holders. The Umbrella Security is already created and perfected in favour of Debenture Trustee.

44 Conditions Precedent to Disbursement

The Issuer shall, prior to the Deemed Date of Allotment, fulfil the following conditions precedent, each in a form and manner satisfactory and acceptable to the Debenture Trustee/the Applicants:

(a) a copy of the Issuer's Constitutional Documents / Disclosure Document (“IM”) certified as correct, complete and in full force and effect by the appropriate officer;

(b) copies of the authorizations and licenses received by the Issuer from the RBI;

(c) a copy of resolution of the debenture allotment committee of the Issuer's board of directors, together with a copy of resolution of the Issuer's board of directors authorising the execution, delivery and performance of the Transaction Documents certified as correct, complete and in full force and effect by an appropriate officer of the Issuer;

(d) copies of the resolution of the shareholders of the Issuer under Section 42 of the 2013 Act, certified as correct, complete and in full force and effect by an appropriate officer of the Issuer;

(e) a copy of the resolution of the shareholders of the Issuer in accordance with Section 180(1)(c) of the 2013 Act approving the borrowing contemplated under the Transaction Documents OR a certificate of an authorised person of the Issuer confirming the non-applicability of Section 180(1)(c) of the 2013 Act;


i.u~


(f) a copy of the resolution of the shareholders of the Issuer in accordance with Section 180(1)(a) of the 2013 Act approving the creation of Security over the Hypothecated Assets OR a certificate of an authorised person of the Issuer confirming the non-applicability of Section 180(1)(a) of the 2013 Act;

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

(h) a copy of the consent from the Debenture Trustee to act as the debenture trustee for the issue of Debentures;

(i) execution, delivery and stamping of the Debenture Trustee Agreement by the Issuer in a form and manner satisfactory to the Debenture Trustee and the Applicants;

(j) the audited financial results of the Issuer for the year ended March 31,2020;

(k) Stock Exchange In principle Approval for Listing

such other information, documents, and instruments as the Debenture Trustee and the Applicants may request in connection with the transactions contemplated under the DTD and the other Transaction Documents.

45 Conditions Subsequent to Disbursement

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

(a) The Issuer shall execute Debenture Trust Deed and Deed of Hypothecation and perfect the charge created by the Debenture Trust Deed and Deed of Hypothecation by filing requisite forms with the Registrar of Companies (“ROC”) within 90 days from the Issue Closure Date.

(b) the Issuer shall file a return of allotment of securities under Form PAS-3 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 with the ROC within 15 (fifteen) calendar days of the allotment of the Debentures along with a list of the Debenture Holders or within such other extended time as permissible by the Ministry of Corporate Affairs and with the prescribed fee; along with a list of the Debenture Holders ;

(c) the Issuer shall obtain listing of the Debentures within 20 (twenty) calendar days of Deemed Date of Allotment, and deliver evidence in a form and manner satisfactory to the Debenture Holders of the final listing of Debentures within 20 (twenty) days of the Deemed Date of Allotment;

(d) the Issuer shall assist the Debenture Trustee in filing Form I with CERSAI within 30 (thirty) calendar days from the date of execution of the Deed of Hypothecation;

(e) within 15 (fifteen) days (or such other time period prescribed by the Debenture Trustee (acting on the instructions of the Debenture Holders)) of the filing of charges pursuant to paragraph (e) above, receipt of certified true copy of the certificate of registration of charge issued by the ROC;

(f) within 90 (ninety) calendar days from the date of execution of the Deed of Hypothecation, provide such other documents/comply with


i.u~


such other requirement as may be prescribed by Debenture Trustee for the perfection of the security created under the Deed of Hypothecation; and

(g) provide such other information, documents, 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.

(h) The Issuer shall ensure compliance with SEBI / Companies Act, 2013(as applicable) for the issuance of the NCDs.

As customary for transaction of a similar nature and size, including but not limited to the following conditions: 1. Issue of letter of allotment. 2. Issue of Debentures in Dematerialized form. 3. The Company shall, within 7 (Seven) Business Days from the

Deemed Date of Allotment, submit to the Debenture Trustee a certificate of the auditor of the Company confirming the issue of Debentures is as per the provisions of Master Circular- Housing Finance Companies issuance of Non-Convertible Debentures on private placement basis (NHB) Directions, 2014, issued by NHB vide Notification No. NHB(ND)/DRS/REG/MC-02/2017 dated July 1, 2017, as amended from time to time and all the eligibility conditions mentioned therein for the issue of Debentures have been met.

46

Default Interest Rate/Additional Interest Rate

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

i. If, at any time, a ‘Payment Default’ (as such term shall be defined under the Transaction Documents) occurs, the Issuer agrees to pay additional interest at the rate of 2% (two percent) per annum over and above the applicable Coupon Rate on all defaulted amounts under the Debentures from the date of occurrence of such a ‘Payment Default’ until such ‘Payment Default’ is cured or the Debentures are fully redeemed.

47 Role and Responsibilities of Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of the Debenture Holder(s) as is customary for transactions of a similar nature and size and as detailed under the appropriate Transaction Documents.

48 Provisions related to Cross Default Clause

When the Company being in default of its obligation pay the Redemption Amount in respect of any of the debentures issued under the Entire Issuance which ought to have been paid in accordance with the terms of the issue of such debentures and if the Company fails to cure such default within a maximum period of 15 (fifteen) days from the scheduled date for making such payment then the same shall be an Security Enforcement Event.

49 Event of Defaults As mentioned in the Shelf Disclosure Document under captioned “Event of Defaults”.

Failure to pay amounts due under the Issue on the relevant due date by the Issuer

Admittance of Insolvency, reorganization, liquidation, suspension of payment of debts, winding up, illegality, cessation of business by the Issuer;

Illegality, cessation of business of the Issuer; Security in jeopardy; Bankruptcy, CDR proceedings admitted with respect to the Issuer Breach of any of the terms of the Transaction Documents by the

Issuer Breach of any covenants mentioned in the Term sheet


i.u~


Breach of any material Representations and Warranties; 50 Consequences of Event of

Default The consequences of default will, include but not be limited to the following:

Enforce its right under the Transaction Documents Appropriate any amount in the Accounts and utilize it for

payment/repayment of any amount outstanding under the Issue; Charge Default Interest. It is clarified that the default interest shall

be charged from the date of occurrence of event of default irrespective of the same being declared by the Investor(s) till such date the default subsists;

Any cost incurred on any of the above shall be borne by the Issuer. Any prepayment shall be exercised at redemption amount along with

Interest, with a prior notice of 30 calendar days to the Issuer 51

Transaction Costs

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

Any other reasonable transaction related expense incurred by the Debenture Holders

52 Illustration of Bond Cashflows

As per Annexure

53 Debenture Trustee IDBI Trusteeship Services Limited 54 Governing Law and

Jurisdiction The Debentures are governed by and will be construed in accordance with the Indian Law. The Debentures and documentation will be governed by and construed in accordance with the laws of India and the parties submit to the exclusive jurisdiction of the courts and tribunals in Mumbai.

55 Disclosures as per the operating guidelines issued by BSE in relation to Electronic Book Mechanism.

Mode of Bidding: Close Manner of Allotment: Uniform Manner of Settlement: Through Clearing Corporation of BSE (ICCL) Settlement Cycle: T+1

Additional covenants:

1 Security Creation (where applicable): In case of delay in execution of Debenture Trust Deed and registration of charge with Registrar of Companies (ROC) beyond 3 (Three) months of the closure of the issue in respect of the Debentures, the Company will refund the subscription with agreed rate of interest or will pay additional interest of at least 2% per annum over the Coupon Rate till these conditions are complied with at the option of the investor.

2 Default in Payment: In case of default in payment of Interest and/or principal redemption on the Due Dates, additional interest of 2% p.a. on the defaulted amount over the Coupon Rate will be payable by the Company for the defaulting period till such time the default is cured.

3 Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment,

the Company will pay additional interest of atleast 1 % p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of such debt securities to the investor. The interest rates mentioned in above cases are the minimum interest rates payable by the Company and are independent of each other.


i.u~


XIV. DRR As per Section 71 of the 2013 Act, any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. However, under the Companies (Issuance of Share Capital and Debentures) Rules, 2014, HFC’s are exempt from this requirement in respect of privately placed debentures. Pursuant to this exemption, the Company does not intend to create any reserve funds for the redemption of the Debentures.

XV. ISSUE / INSTRUMENT SPECIFIC REGULATIONS:

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

Please refer to Section III of Part B of this DD.


Au~


SECTION II: DISCLOSURES AS PER THE ACT

1.1 GENERAL INFORMATION:

I. Name, address, website and other contact details of the Company, indicating both registered office and the Corporate: Issuer / Company: Piramal Capital & Housing Finance Limited (formerly known as Piramal

Housing Finance Limited Registered Office: 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg,

Lower Parel, Mumbai - 400013 Corporate Office: 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg,

Lower Parel, Mumbai - 400013 Website: www.pchf.in Fax: 22 6151 3693 Contact Person: Mr. Kshitish Bapat Email: [email protected]

II. Date of Incorporation of the Company: February 10, 2017

III. Business carried on by the Company and its subsidiaries with the details of branches or units, if any: Lending including housing finance activities and Investments.

IV. Brief particulars of the management of the Company: Management of the Company has been over seen by the Board of the Company. Please refer to Paragraph V of Section I of Part B of this DD.

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

Please refer to Paragraph V of Section I of Part B of this DD.

VI. Management’s perception of Risk Factors: Please refer to “RISK FACTORS” in Part A of this DD.

VII. Details of defaults, if any, including the amounts involved, duration of default, and present status, in repayment of: (i) Statutory Dues: NIL (ii) Bonds and interest thereon: NIL (iii) Deposits and interest thereon: NIL (iv) Loans from banks and financial institutions and interest thereon: NIL

VIII. Name, designation, address and phone number, email ID of the nodal / compliance officer of the

Company, if any, for the Issue:

Compliance/ Investor Relations Officer: Mr. Bipin Singh Designation/Department: Company Secretary and Compliance Officer Registered Office Address: 4th Floor, Piramal Tower, Peninsula Corporate

Park,Ganpatrao Kadam Marg, Lower Parel, Mumbai- 400 013, Maharashtra, India,

Tel. Nos.: +91 22 3802 3085 Fax Nos.: +91 22 61513444 Email address(s): [email protected]

IX. Any default in annual filing of the Company under the Companies Act, 2013 or the rules made thereunder: Nil


i.u~


1.2 PARTICULARS OF THE OFFER:

Financial position of the Company for the last 3 (Three) financial years

Please refer to Annexure V

Date of passing of Resolution of by Committee of Directors (Administration Authorisation and Finance)

A copy of the said resolution has been annexed hereto under Annexure VI.

Date of passing of resolution, authorizing the offer of securities

Shareholders resolution passed under Section 42 of the Act dated July 29, 2019; and A copy of the said resolution has been annexed hereto under Annexure VII. Shareholders resolution passed under Section 180 (1)(a) and 180(1)(c) of the Act dated September 28, 2017 and June 11, 2018, respectively and a copy of the said resolution has been annexed hereto under Annexure VII.

Kinds of securities offered Secured Redeemable Non-Convertible Debentures (the “Debentures”)

Price at which the security is being offered, including premium if any, along with justification of the price

The Debentures are being offered at face value of Rs. 10,00,000/- (Rupees Ten Lakh Only) each.

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

Not applicable as the Debentures are being issued at par.

Relevant date with reference to which the price has been arrived at [Relevant Date means a date at least 30 days prior to the date on which the general meeting of the Company is scheduled to be held]

Not Applicable

The class or classes of persons to whom the allotment is proposed to be made

Companies and bodies corporate including public sector undertakings

Scheduled commercial banks Non-Banking Finance Company Mutual Funds Urban / Central / State / District / Primary Co-

operative Banks Regional rural banks Financial institutions including development

financial institutions Insurance companies Foreign Institutional Investors Other Government / Non-Government Agencies /

Boards / Institutions Trusts Any other investor(s) authorised to invest in these

Debentures, subject to the compliance with the relevant regulations/guidelines applicable to them for investing in this Issue.

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

Not Applicable

The proposed time within which the allotment shall be completed

Issue Opening Date: 29th June 2020 Issue Closing Date: 29th June 2020 Pay-in Date: 30th June 2020


i.u~


Deemed Date of Allotment: 30th June 2020 The names of the proposed allottees and the percentage of post private placement capital that may be held by them [Not applicable in case of issue of non-convertible debentures].

Not Applicable

The change in control, if any, in the company that would occur consequent to the private placement

Not Applicable

The number of persons to whom allotment on preferential basis/ private placement/ rights issue has already been made during the year, in terms of securities as well as price

7 (seven) pursuant to the Scheme of Amalgamation of Piramal Finance Limited, Piramal Capital Limited with Piramal Capital & Housing Finance Limited and their respective shareholders Please refer to Paragraph IV(c) and (d) of Section I of Part B of this DD.

The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer

Not Applicable

Amount, which the Company intends to raise by way of securities

The aggregate size of the Issue is Rs. 325 Crores (Rupees Three Hundred Twenty Five Crores only) with an option to retain oversubscription of Rs. 175 Crores such that the total issue does not exceed Rs. 500 Crores. This Issue forms part of the Entire Issuance.

Terms of raising of securities

Please refer to Paragraph XIII of Section I of Part B of this DD.

Proposed time schedule for which the Issue is valid The Issue shall open on 29th June 2020 and shall close on 29th June 2020 and Pay in shall be 30th June 2020.

Purpose and objects of the Issue Please refer to Paragraph I of Section III of Part B of this DD.

Contribution being made by the Promoters or directors either as part of the offer or separately in furtherance of the object

N.A.

Principal terms of assets charged as security, if applicable

The Issue shall be secured by:

a) First and pari passu charge, by way of a registered mortgage, over the Immovable Property;

b) First pari passu charge, by way of hypothecation over the Hypothecated Assets; and

c) Any other Security created by the Company in relation to the Debentures in favour of the Debenture Trustee.

The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the Company and its future operations

N.A.


i.u~


The pre-issue and post-issue shareholding pattern of the Company in the following format:

S. No.

Category Pre-issue Post-issue

No. of shares held

Percentage (%) of shareholding

No. of shares held

Percentage (%) of shareholding

A Promoters’ holding Indian - - - - 1 Individual 4,832 Negligible 4,832 negligible Bodies Corporate 19,28,37,13,565

100% 19,28,37,13,565

100%

Sub-total 19,28,37,18,397 100% 19,28,37,18,397 100% 2 Foreign promoters - - - - Sub-total (A) 19,28,37,18,397

100% 19,28,37,18,397

100%

B Non-promoters’ holding 1 Institutional Investors - - - - 2 Non-Institutional Investors - - - - Private Corporate Bodies - - - - Directors and relatives - - - - Indian public - - - - Others (including Non-resident

Indians) - - - -

Sub-total (B) - - - - GRAND TOTAL [Sub-Total(A) + Sub-Total(B)]

19,28,37,18,397

100% 19,28,37,18,397

100%

1.3 Mode of payment for subscription (Cheque/ Demand Draft/ other banking channels): Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT / RTGS / other permitted mechanisms

1.4 DISCLOSURE WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC:

Any financial or other material interest of the directors, promoters or key managerial personnel in the Issue and the effect of such interest in so far as it is different from the interests of other persons

NIL

Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any Promoter of the Company during the last 3 (three) years immediately preceding the year of the circulation of this Disclosure Document and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

NIL


i.u~


Remuneration of directors (during the current year and last 3 (three) financial years)

Name of Director

FY 19-20 (Rs.)

FY 18- 19 (Rs.)

FY 17- 18 (Rs.)

Shitin Desai*

- 1,50,000 2,00,000

Suhail Nathani*

5,00,000 600000 1,00,000

Deepak Satwalekar*

5,50,000 650000

Harish Engineer*

1,50,000 650000

Khushru Jijina

9,93,59,577 17,37,81,608

Gautam Doshi*

3,50,000

* Sitting Fees for attending meetings of the Board / Committee of Directors

Related party transactions entered during the last 3 (three) financial years immediately preceding the year of circulation of this Disclosure Document including with regard to loans made or, guarantees given or securities provided

Refer ANNEXURE V Audited Financials

Summary of reservations or qualifications or adverse remarks of auditors in the last 5 (five) financial years immediately preceding the year of circulation of this Disclosure Document and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark

NIL

Details of any inquiry, inspections or investigations initiated or conducted under the Act or any previous company law in the last 3 (three) years immediately preceding the year of circulation of offer letter in the case of the Company and all of its subsidiaries. Also if there were any were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last 3 (three) years immediately preceding the year of this Disclosure Document and if so, section-wise details thereof for the Company and all of its subsidiaries

NIL

Details of acts of material frauds committed against the Company in the last 3 (three) years, if any, and if so, the action taken by the company

NIL


i.u~


1.5 FINANCIAL POSITION OF THE COMPANY:

The capital structure of the Company in the following manner in a tabular form:

The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value) (as on March 31, 2020)

Share Capital Rs. In Lakhs Authorised Equity Shares of Rs.10/- Each 25,00,000 Issued, Subscribed and Fully Paid- up 19,28,37,18,397 equity shares of Rs. 10/- Each

19,28,372

Forfeited shares NIL

Total 19,28,372

Size of the Present Issue The aggregate size of the Issue is Rs. 325 Crores (Rupees Three Hundred Twenty Five Crores only) with an option to retain oversubscription of Rs. 175 Crores such that the total issue does not exceed Rs. 500 Crores to be issued at par in a single series.

Paid-up Capital: a. After the offer:

b. After the conversion of

Convertible Instruments (if applicable):

The paid-up share capital of the Company shall not be altered on account of issuance of the Debentures.

Share Premium Account: a. Before the offer:

b. After the offer:

The balances in the share premium account shall not be altered on account of the issuance of Debentures.

Details of the existing share capital of the Issuer: Please refer to Paragraph IV(c) and (d) of Section I of Part B of this DD.


i.u~


Details of Allotments made by the Company for Consideration other than cash

NIL

Profits of the Company, before and after making provision for tax, for the 3 (three) financial years immediately preceding the date of circulation of this Disclosure Document

F.Y. 2019-2020

F.Y. 2018-2019

F.Y. 2017-2018

Profit Before Tax (In Cr)

601.87 2,211.91 2.69

Profit After Tax (In Cr)

30.48 1,442.58 44.75

Dividends declared by the Company in respect of the said 3 (three) financial years; interest coverage ratio (Includes hedging expenses and forex loss) for last three years (cash profit after tax plus interest paid/interest paid)

(Rs. Crs) F.Y. 2019-

2020 F.Y. 2018-

2019 F.Y.

2017-2018

Dividend *Rs. 496.7 crores

NIL NIL

*Interim dividend has been paid on July 27, 2019.

A summary of the financial position of the Company as in the 3 (three) audited balance sheets immediately preceding the date of circulation of this Disclosure Document

Please refer to Paragraph IV (i) of Section I of Part B of this DD.

Audited Cash Flow Statement for the 3 (three) years immediately preceding the date of circulation of this Disclosure Document

Please refer to Paragraph IV (i) of Section I of Part B of this DD.

Any change in accounting policies during the last 3 (three) years and their effect on the profits and the reserves of the Company

NIL


i.u~


1.6 Part B (To be filled by the Applicant) (i) Name: (ii) Father’s name: (iii) Complete Address including Flat / House Number, Street, Locality, Pin Code: (iv) Phone number; if any: (v) Email ID, if any: (vi) PAN Number: (vii) Bank Account details:

Bank Account DP ID Client ID DP NAME

_____________ Signature ____________________ Initial of the Officer of the Company designated to keep the record 1.7 Payment Instructions: The Application Form should be submitted directly. The entire amount of Rs. Crores (Rs. Crores) per Debenture is payable along with the making of an application. Applicants can remit the application amount through Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT / RTGS / other permitted mechanisms on the Pay-in Date. The bank account details of the Issuer as mentioned at EBP portal under escrow account maintained with NSE.


i.u~


SECTION III: OTHER INFORMATION AND APPLICATION PROCESS

I. DETAIL OF UTILISATION OF PROCEEDS/OBJECTS OF THE ISSUE Proceeds of the current issue will be utilized for the following purposes: - The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used by the Company for its various financing activities, to repay its existing loans and for its business operations. The proceeds of the Issue will not be utilized for financing the activities of group entities and associates. The Main Objects clause of the Memorandum of Association of the Company permits the Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which the Company has been carrying on till date. II. UNDERTAKING TO USE A COMMON FORM OF TRANSFER The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure for transfer of debentures. The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories Act, 1996 (as amended from time to time), any other applicable regulations (including of any relevant stock exchange) and these Conditions. No physical certificates of the Debentures would be issued. The transfer of Debentures in DEMAT form shall be in accordance with the procedure of transfer prescribed by the relevant depository and Applicable Law. However, the Issuer would use a common transfer form for physical holdings if at a later stage; any holder of the securities, avail rematerialisation option. III. INFORMATION RELATING TO THE TERMS OF ISSUE Face Value & Issue Price Each Debenture has a face value of Rs. 10,00,000/- and is issued at par. Minimum Application The application should be for a minimum of 10 Debentures (Rs.1,00,00,000/-) and in multiples of 1 Debenture (Rs. 10,00,000/-) thereafter. Market Lot The market lot will be one Debenture (“Market Lot”). Since the debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of debentures. Interest on Debentures a. The Company shall, until the Debentures are redeemed or paid off, pay to the Debenture Holder, interest on the

Debentures as shall remain unpaid for the time being at the Coupon Rate. Interest shall accrue, at the Coupon Rate, on the outstanding value of the Debentures. For the first year, the Interest shall accrue from the Deemed Date of Allotment and the payment shall be made on the first coupon payment date. Thereafter Interest payment shall be made on each subsequent coupon payment dates till the Redemption Date. All Interest payments are subject to deduction of tax at source at prevailing rates which are to be grossed up by the Issuer. The Interest shall be payable by cheque/ demand /NEFT/interest warrant or through RTGS transfer.


Au~


PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that Interest shall accrue, at the Coupon Rate, on the value outstanding of the Debentures to the Debenture Holders/Beneficial Owners as on the Record Date. If any of the coupon payment date(s) fall on a day which is not a Business Day, then payment of Interest will be made on the next Business Day. If the Redemption Date of the Debentures falls on a day which is not a Business Day, the redemption proceeds shall be paid on the immediately previous Business Day. In case of Debentures for which the Beneficial Owner is not identified by the relevant depository as on the Record Date, the Issuer would keep in abeyance the payment of Interest and/or other benefits, till such time that the Beneficial Owner is identified by the depository and conveyed to it, whereupon the Interest or benefits shall be paid to the relevant Debenture Holder(s) within a period of 30 (thirty) Business Days.

b. Interest for broken period: In the case of redemption of any of the Debentures on a day other than a Coupon

Payment Date, in compliance with the terms and conditions of the Issue, accrued Interest on the Debentures for such broken period shall be paid on a pro-rata basis.

c. Provided further that in the event of any default in the payment of Interest and/or in the redemption of the

Debentures and all other monies payable pursuant to the Transaction Documents, the Company shall pay to the holder/s of the Debentures, further interest at the rate of 2% (two percent) per annum over the Coupon Rate for the default in payment of Coupon, and/or principal amount till the dues are cleared.

Computation of Interest All Interest accruing on the outstanding face value of the Debentures shall accrue under these presents from day to day and be calculated on the basis of the actual number of days elapsed and a year of 365 days (or 366 days in case of a leap year) at the Coupon Rate and rounded off to the nearest Rupee. Redemption The Debentures will be redeemed at par on their respective Redemption Dates or Early Redemption Date. Thereafter, the Debentures will not carry any obligation for interest or otherwise after the Redemption Date. The Debentures shall be taken as discharged on payment of the Redemption Amount by the Company on maturity to the registered Debenture Holders, and as confirmed in accordance with the procedure set out in the Debenture Trust Deed, whose names appear in the Register of Debenture Holders/list of Beneficial Owners on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the Debenture Holders. Payment on the Redemption Date will be made by way of credit through the RTGS system/NEFT or any other electronic mode, failing which it will be paid by issuance of cheque(s) / demand draft(s) in the name of the Debenture Holders whose name appear on the register of Debenture Holders/list of Beneficial Owners given by Depository to the Company as on the Record Date. Effect of Holidays If the Coupon Payment Date of the Debentures falls on a Saturday or non-business day, the coupon payment shall be made on the next Business Day. If the Redemption Date of the Debentures falls on a Saturday or non-business day, the redemption proceeds shall be paid on the immediately previous Business Day. Kindly refer SEBI circular dated November 11, 2016 bearing reference no. CIR/IMD/DF-1/122/2016 Record Date The Record Date for any Debentures shall be 15 days prior to any Due Date for such Debentures. In the event the Record Date falls on a day which is not a Business Day, the next Business Day will be considered as the Record Date. List of Debenture holders/Beneficiaries The Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of each Record Date. This shall be the list, which shall be considered for payment of Interest or repayment of principal amount, as the case may be.


Au~


Tax Deduction at Source (TDS) Tax as applicable under the Income-tax Act, 1961, or any other statutory modification or reenactment thereof will be deducted at source. The investor(s) desirous of claiming exemption from deduction of income tax at source on the interest on application money are required to submit the necessary certificate(s), in duplicate, along with the Application Form in terms of applicable rules. Interest payable subsequent to the Deemed Date of Allotment of Debentures will be treated as interest on securities as per applicable rules. Debenture holders desirous of claiming exemption from deduction of income tax at source on the Interest payable on Debentures should submit tax exemption certificate/ document, under Section 193 of the Income-tax Act, 1961, if any, at the office of the Issuer, at least 30 days before the 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. Where any deduction of income tax is made at source, the Issuer shall send to the Debenture holder(s) a Certificate of Tax Deduction at Source. Tax Benefits There are no specific tax benefits attached to the Debentures. Investors are advised to consider the tax implications of their respective investment in the Debentures. Issue Procedure Who Can Apply Nothing in this DD shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof through this DD, and this DD and its contents should not be construed to be a prospectus under the Companies Act. This DD and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by or on behalf of 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 following categories of investors, when specifically approached, were eligible to apply for the private placement of the Debentures and are now eligible transferees of the Debentures: Companies and bodies corporate including public sector undertakings Scheduled commercial banks Non-Banking Finance Company Mutual Funds Urban / Central / State / District / Primary Co-operative Banks Regional rural banks Financial institutions including development financial institutions Insurance companies Foreign Institutional Investors Other Government / Non-Government Agencies / Boards / Institutions Trusts Any other investor(s) authorised to invest in these Debentures, subject to the compliance with the relevant

regulations/guidelines applicable to them for investing in this Issue. Disclaimer: Please note that only those persons to whom this DD 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 herein is only indicative, and an investor is required to provide all those documents/authorizations/information, which are likely to be required by the company. The Company 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 Company 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


Au~


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

Electronic Book Mechanism In terms of SEBI circular number SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018, electronic book mechanism is mandatory for all private placements of debt securities in primary market if it is : 1. a single issue, inclusive of green shoe option , if any , of Rs 200 crore or more 2. a shelf issue , consisting of multiple tranches , which cumulatively amounts to Rs. 200 or more in financial year 3. a subsequent issue , where aggregate of all previous issues by an issuer in a financial year equals or exceeds Rs. 200 crore The said circular stated that the electronic book mechanism shall be provided by the recognised stock exchanges. How to Apply Application(s) for the Debentures must be made submitting the Application Form accompanying this DD issued in relation to the NCD issue, which must be completed in block letters in English. Application Form(s) must be accompanied by either a demand draft or cheque, drawn or made payable in favour of Piramal Housing Finance Private Limited payable at Mumbai and crossed Account Payee only. The payment can also be made by Real Time Gross Settlement (RTGS) by crediting the funds to the account given in the Application Form. The applications must be accompanied by certified true copies of (i) a letter of authorization, and (ii) specimen signatures of authorised signatories. Instructions for Application Application must be completed in BLOCK LETTERS IN ENGLISH. A blank must be left between two or more

parts of the name. Signatures should be made in English.

Minimum application shall be for 10 (ten) Debentures and in multiples of 1 (one) Debenture(s) thereafter.

The Debentures are being issued at par to the face value (i.e. Rs.10,00,000 (Rupees Ten Lakhs only) per

Debenture). Full amount has to be paid on application per Debenture applied for. Applications for incorrect amounts are liable to be rejected.

Cheques/drafts must be made in the favour of Piramal Housing Finance Private Limited and crossed “Account

Payee only” payable at Mumbai. Money orders or postal orders will not be accepted. The payments can be made by RTGS, the details of which are given above. Payment shall be made from the bank account of the person subscribing. In case of joint holders, monies payable shall be paid from the bank account of the person whose name appears first in the application.

No cash will be accepted.

The Applicant should mention its permanent account number or the GIR number allotted to it under the Income-

tax Act, 1961 and also the relevant Income-tax circle/ward/District. Applications under Power of Attorney/Relevant Authority

In case of an application made under a power of attorney or resolution or authority to make the application a certified true copy of such power of attorney or resolution or authority to make the application and the Memorandum and Articles of Association and/or bye-laws of the Investor must be attached to the Application Form at the time of making the application, failing which, the Company 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 therefore. Further any modifications / additions in the power of attorney or authority should be notified to the Company at its registered office. Names and specimen signatures of all the authorised signatories must also be lodged along with the submission of the completed application.


Au~


An application once submitted cannot be withdrawn. The applications should be submitted during normal

banking hours at the office mentioned below:

Piramal Capital & Housing Finance Limited 4th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg Lower Parel Mumbai, Maharashtra 400 013, Direct +91 22 30465903, Fax +91 22 6151 3444

The applications would be scrutinised and accepted as per the terms and conditions specified in this DD.

The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full

without assigning any reason whatsoever. Any application, which is not complete in any respect, is liable to be rejected.

Applicants residing or situated at places other than in Mumbai, may send their application along with cheques

or demand drafts to the centre mentioned above. The demand drafts must be payable at Mumbai. The demand draft charges will have to be borne by the Applicant.

The Investor/Applicant shall apply for the Debentures in electronic, i.e., dematerialised form only. Applicants

should mention their Depository Participant’s name, DP-ID and Beneficiary Account Number in the Application Form. In case of any discrepancy in the information of Depository/Beneficiary Account, the Company shall be entitled to not credit the beneficiary’s demat account pending resolution of the discrepancy.

The Applicant is requested to contact the office of the Company as mentioned above for any clarifications.

Documents to be provided by Investors Investors need to submit certified true copies of the following documents, along with the subscription form, as applicable, any of which may be waived at the discretion of the Company: Memorandum and Articles of Association/constitutional documents/bye-laws/trust deed Government notification/ Certificate of incorporation Board resolution / letter authorizing the investment along with operating instructions Certified true copy of the Power of Attorney, wherever applicable Specimen signature of the authorised signatories, duly certified by an appropriate authority Copy of the PAN card Form 15AA granting exemption from TDS on interest Form 15H for claiming exemption from TDS on interest on application money, if any Order u/s197 of Income-tax Act, 1961 Order u/s10 of Income-tax Act, 1961

Applications 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 and the tax exemption certificate/ document, 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 Registrars 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. Date(s) of Subscription Date of Subscription of the Debentures shall be the date of realization of proceeds of subscription money for the Debentures in the bank account of the Issuer. Interest on Application Money Interest at applicable Coupon Rate will be paid on the application money to the applicants (subject to the deduction of tax at source at prevailing rates, as applicable). Such interest will be paid for the period commencing from the date of credit or realization of the cheque(s)/demand draft(s) up to but excluding the Deemed Date of Allotment. It is


Au~


clarified that interest shall not be paid on invalid and incomplete Application Forms. This clause will not be applicable where the Deemed Date of Allotment is the same as the Issue Closing Date and Pay-in-Date. The actual payment, if any, would be made within 7 (seven) Business Days from the Deemed Date of Allotment. Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within seven days from the Deemed Date of Allotment of the Debentures. In case of partial Allotment, interest shall be paid on the refund amount at the applicable Coupon Rate. Further, it is clarified that no interest shall be paid in case of invalid, incomplete or rejected Application Forms. In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which Allotments have been made, the Registrar shall, upon receiving instructions in relation to the same from the Issuer, repay the moneys without interest to the extent of such excess, if any. Loss of Interest Cheques/Refund Cheques Loss of interest cheques/refund cheques should be intimated to the Issuer along with request for duplicate issue. The issue of duplicates in this regard shall be governed by Applicable Law and any other conditions as may be prescribed by the Issuer. Basis of Allotment The Issuer shall decide the final allocation/Allotment. The Issuer reserves the right to reject in full or partly any or all the offers received by them to invest in these Debentures without assigning any reason for such rejections. In case there is over subscription in the issue, priority will be given on the basis of the date of application. In case of tie with respect to the date of application, allocation will be done on a pro rata basis. Right to Accept or Reject Applications The Board of the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of realisation of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The Application Forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: Number of Debentures applied for is less than the minimum application size; Bank account details not given; Details for issue of Debentures in electronic/ dematerialised form not given; PAN/GIR and IT Circle/Ward/District not given; In case of applications under Power of Attorney by limited companies, corporate bodies, etc. relevant documents

not submitted; In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of such

Debentures will be refunded, as may be permitted. Force Majeure The Issuer reserves the right to withdraw the issue prior to the closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment. The Issuer reserves the right to change the issue schedule. Letter of Allotment The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL)/ Depository Participant will be given credit of the allotted Debentures within 2 (two) Business Days from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment.


Au~


Depository Arrangements The Issuer has appointed Link Intime India Private Limited as Registrar & Transfer Agent for the present Debenture issue. The Issuer has made necessary depository arrangements with NSDL/ CDSL for issue and holding of Debentures in dematerialized form. Transfer/Transmission The Debentures shall be transferable freely to all classes of eligible investors/transferees. It is clarified that the Debentures are not intended to be held by any category of persons who are not eligible investors. Subject to the foregoing, the Debentures may be transferred and/or transmitted in accordance with the applicable provisions of the Companies Act, 2013. The provisions relating to transfer, transmission and other related matters in respect of shares of the Company contained in the Articles of Association of the Company and the Companies Act, 2013 shall apply, mutatis mutandis (to the extent applicable to debentures), to the Debentures as well. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by depositories and the relevant depository participants of the transfer 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, Interest will be paid/redemption will be made to the person, whose name appears in the register of Debenture Holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Company. Provided further that nothing in this section shall prejudice any power of the Company to register as Debenture Holder, any person to whom the right to any Debenture of the Company has been transmitted by operation of law. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s depository participant account to his depository participant. The Issuer undertakes that there will be a common transfer form/procedure for transfer of debentures. The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories Act, 1996 (as amended from time to time), any other applicable regulations (including of any relevant stock exchange) and these conditions. No physical certificates of the Debentures would be issued. Trustee for the Debenture holder(s) The Issuer has appointed IDBI Trusteeship Services Limited to act as Trustee for the Debenture holder(s) (hereinafter referred to as “Trustee”). A copy of letter from the Trustee conveying their consent to act as Trustees for the Debenture holder(s) is enclosed in this DD at Annexure II. The address and contact details of the Trustee are as under: IDBI Trusteeship Services Limited Asian Building, Ground Floor 17, R Kamani Marg Ballard Estate, Mumbai 400001 Tel: +91 22 4080 7005 Fax: +91 22 6631 1776 Email: [email protected] 1. The Issuer and the Trustees have entered into a Debenture Trustee Agreement, inter alia, specifying the rights,

powers, authorities and obligations of the Issuer and the Trustees in respect of the Debentures. 2. The Debenture Holder(s) shall, by signing the Application Form and without any further act or deed, be deemed

to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do inter-alia all acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this DD.

3. All the rights and remedies of the Debenture holder(s) shall vest in and be exercised by the said Trustee without reference to the Debenture holder(s) unless otherwise provided in the DD.

4. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Trustee, having become so bound to proceed, fails to do so unless otherwise provided in the DD.

5. Any payment made by the Issuer to the Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer Fa, Plramal Capital & Housing Finance Ltd.

Au~


pro tanto to the Debenture Holder(s). 6. The Trustee will protect the interest of the Debenture Holder(s) in the event of ‘Default’ by the Issuer in regard

to timely payment of Interest and repayment of principal and they will take necessary action at the cost of the Issuer.

The Debenture Trustee shall duly intimate the Debenture Holders and the general public by issuing a press release on occurrence of any of the following events: (a) default by the Company to pay Interest on the Debentures or Redemption Amount; (b) failure of the Company to create a charge on the assets for the secured Debentures; and (c) revision of credit rating assigned to the Debentures. Such information shall also be placed on the websites of the Debenture Trustee, the Issuer and the Stock Exchange. Underwriting of the Issue The Issue of Debentures has not been underwritten. . [The Sole Arranger hereby expressly states that the Sole Arranger has neither entered into any arrangement with the Issuer nor has undertaken, to underwrite the Issue. Further, the Sole Arranger has not committed and does not commit, to subscribe to the Issue in the event that no investor subscribes to the Issue or if the Issue is undersubscribed to or if there is any shortfall in the amounts so placed.] Right to Re-Purchase and Re-Issue Debenture(s) The Issuer will have the power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior to the respective maturity dates, subject to Applicable Law and in accordance with the prevailing guidelines/regulations issued by the RBI, SEBI, NHB and other authorities. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Issuer shall have, and shall be deemed always to have had, the power to reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place. The Company and any of its Affiliates may also at their absolute discretion, purchase Debentures in the secondary market, subject to such entity being an eligible investor and in compliance with Applicable Laws. The Company may also, at its discretion and as per the prevailing guidelines/regulations of Reserve Bank of India and other authorities at any time purchase the Debentures at discount, at par or at premium in the open market. Such Debenture may, at the option of Company, be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by law. All costs incurred by the Debenture holders (including but not limited to break costs relating to interest, currency exchange and/or hedge agreements) pursuant to the repurchase by the Company before the Redemption Date as set out above, will be borne by the Company and will be calculated (and the Debenture holders will be reimbursed) on the basis as if an acceleration event had occurred. Issue/ Instrument specific regulations The Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Master Circular on Housing Finance Companies issuance of Non-convertible Debentures on private placement basis (NHB) Directions, 2014 issued by NHB vide Notification No. NHB(ND)/DRS/REG/MC-02/2017 dated July 1, 2017, Master Circular on the Housing Finance Companies (NHB) Directions, 2010 issued by NHB vide Notification No. NHB(ND)/DRS/REG/MC-01/2017 dated July 1, 2017, as amended from time to time, are applicable to the Issue of Debentures and the Issuer is in compliance with the same. Undertaking by the Issuer The Issuer undertakes that: a) the complaints received in respect of the Issue shall be attended to by the Issuer expeditiously and satisfactorily; b) it shall take all steps for completion of formalities for listing and commencement of trading at all the concerned

Stock Exchange(s) where securities are to be listed and taken within 7 (seven) Business Days from the date of closure of the Issue;


Au~


c) the funds required for dispatch of refund orders by registered post shall be made available to the Registrar to the Issue by the Issuer;

d) necessary co-operation to the rating agency shall be extended in providing true and adequate information till the debt obligations in respect of the Debentures are outstanding;

e) it shall provide latest Audited or Limited Review Financials in line with timelines as mentioned in by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all 'Qualified Institutional Buyers' (QIBs) and other existing debenture holders within two working days of their specific request.

Sharing of Information The Issuer may, at its option, 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 or its subsidiaries and affiliates nor their agents shall be liable for use or disclosure of the aforesaid information. Register of Debentures holder(s) A register of all Debenture holder(s) containing necessary particulars will be maintained by the Company at its Registered Office. A copy of the register of all Debenture holder(s) will also be maintained by the Company at its Corporate Office.

Notices All notices to the Debenture Holder(s) required to be given by the Issuer or the Trustees shall be sent by registered post/ courier/ e-Mail to the sole/first allottee or sole/first Beneficial Owner of the Debentures, as the case may be from time to time. Notice by the Issuer to the Debenture Holder(s) shall be deemed to have been effectively given on the third day falling after the Issuer has dispatched the notice by registered post / courier. Succession In the event of winding-up of the holder of the Debentures, the Issuer will recognize the executor or administrator of the concerned Debenture Holders, or the other legal representative as having title to the Debentures. The Issuer shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the deceased Debenture Holder on production of sufficient documentary proof or indemnity. Debenture Holder not a Shareholder The Debenture Holders will not be entitled to any of the rights and privileges available to the shareholders other than those available to them under the Companies Act. Register of Debenture Holder(s) A register of all Debenture Holder(s) containing necessary particulars will be maintained by the Company at its Registered Office. A copy of the register of all Debenture Holder(s) will also be maintained by the Company at its Corporate Office. Provisions for Meeting of Debenture Holders The terms set out in the relevant provisions of the Debenture Trust Deed shall apply to the meetings of the Debenture Holders. Modification of Debenture Holders(s) rights and modification of Debentures/DD


Au~


The rights, privileges and conditions attached to the Debenture(s) and this Disclosure Document may be varied, modified or abrogated in accordance with the Articles of Association of the Company and the Act and with the consent of the Majority Debenture Holder(s) provided that nothing in such resolution shall be operative against the Company where such resolution modifies or varies the terms and conditions governing the Debenture(s) if the same are not acceptable to the Company. It is clarified that enforcement of the Security shall not be construed as a matter concerning only this Issue as the same concerns the debenture holders of the Entire Issuance considering that there is a community of interest amongst them in relation to the holding and enforcement of the Security for the Entire Issuance. Provided that the Debenture Trustee and the Issuer may agree, without the consent of the Debenture Holder(s) to: any modification to the Debentures, which is not prejudicial to the interest of the Debenture Holder(s); and any modification of this DD which is not a manifest or proven error or is in violation of any provision of

Applicable Law. Compliance with laws The Issue of Debentures has been made in accordance with Section 42 of the Companies Act, 2013, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended from time to time, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Master Circular on Housing Finance Companies issuance of Non-convertible Debentures on private placement basis (NHB) Directions, 2014 issued by NHB vide Notification No. NHB(ND)/DRS/REG/MC-02/2017 dated July 1, 2017 as amended from time to time, and Master Circular on the Housing Finance Companies (NHB) Directions, 2010 issued by NHB vide Notification No. NHB(ND)/DRS/REG/MC-01/2017 dated July 1, 2017 as amended from time to time and other Applicable Laws in this regard. Governing Law and Jurisdiction The Debentures are governed by and will be construed in accordance with the Indian law. The Issuer, the Debentures and Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI. The Debenture Holders, by purchasing the Debentures, agree that the courts/tribunals in Mumbai shall have exclusive jurisdiction with respect to matters relating to the Debentures.


Au~


SECTION IV

DISCLOSURES PERTAINING TO WILFUL DEFAULTER Name of the bank declaring the entity as a wilful defaulter: NA The year in which the entity is declared as wilful defaulter: NA Outstanding amount when the entity is declared as wilful defaulter: NA Name of the entity declared as a willful defaulter: NA Steps taken, if any, for the removal form the list of wilful defaulter: NA Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: NA Any other disclosure as specified by the board: NA


Au~


COMPANY’S DECLARATION The Issuer undertakes that this Disclosure Document contains full disclosures in accordance with SEBI Debt Listing Regulations, 2008, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014. The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement. The Issuer accepts no responsibility for the statement made otherwise than in the Disclosure Document or in any other material issued by or at the instance of the Issuer and that any one placing reliance on any other source of information would be doing so at his own risk. Without prejudice to the above, the Company and each of the Directors of the Company, confirm that: (a) The Company has complied with the provisions of the Act and the rules made thereunder in relation to the

Issue; (b) The compliance with the Act and the rules do not imply that payment of dividend or interest or repayment of

Debentures, if applicable, is guaranteed by the Central Government; (c) The monies received under the Issue shall be used only for the purposes and objects indicated in this

Disclosure Document. I, Kshitish Bapat, is authorized by the Committee of Directors (Administration Authorisation and Finance) of the Issuer vide resolution dated 29th June 2020 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this Disclosure Document, and matters incidental thereto have been complied with. Whatever is stated in this Disclosure Document and in the attachments thereto is true, correct and complete and no information material to the subject matter of the Disclosure Document 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 of the Company. It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form

For Piramal Capital & Housing Finance Limited

Signed by Mr. Kshitish Bapat Authorised Signatory Date: 29th June 2020 Place: Mumbai Enclosed Copy of Board / Committee Resolution Copy of Shareholders Resolution Annexure I – Rating Letter Annexure II – Debenture Trustee Consent Letter Annexure III – Illustration of Bond Cash Flows Annexure IV – List of Directors Annexure V – Audited Financial Statement


i.u~


ANNEXURE I

RATING LETTER ISSUED BY CARE RATINGS LIMITED AND RATING RATIONALE ADOPTED

@ff! R ociCn~ tr ,t 1al 1

1111.HULI

CARE/H0~"21/l.663 Mr_ 'Vfpul~e Grm,p Treasury Pir11rna• c11pitail a Housine:1Fin11111Ce Limited Pi~.I 'TD'IH'<el:r. a. 1a,y_i ~ GraurA Floor_.

P.e n in:ul-~ co~ r:u.e IP stc. Ganpenrwa Kad5:'.'1'1 .Mar ;.. L.i:r-.----er ~~t_. ........-.Jm.bll.i-400 013

~ ..a,e 1.2:.,. 2020 Cnn.6dential

c.r-eaft nbrw <l'or'" NDO---D:)ll.1■ert:ibte Detlentures

P ie~ rel~ ta DLT tet":::ef" ~d April 21., 2020 11r~ ,our .requert eur re-. ~ f_d '!tion at~ n 1rti---5 11.!i.~ ~ ::1 :to ~

Noo--::uDVe:r-..:ibJe al'F..ar o=i.=."11pa"f .. tcrr II m:h:'Df' ~ ~ -

2.. 011r Rartini;: c--nnnitt>e-e• t- ac; ,,..,,;e.....e,c1 dT.e fono-...;ni, r.atini;;:

tn,;t,n.amem:

N...bn-C~e.nible Oeber..tl.lre

S,2DQA ["-"- .l&M .t-,o,.iz:nd Vwa

Util ized.Alrnaunt" cn>re

,:.po::; (R.:.. tf'oo_..T11aU!rl!!r ~ Q F i-ire.

cr...-e

CAll!laE ~~ble [Double.A;

Da,100/.lc:Sta'.blle)

·n1rActimi

FY!:.l!I~

3. P l e!E.e 5 ITll~-e tD 5-et ~ ... tirs.re'iflll~:re:d. in a--!Z-1:l'le pr~~ IS not ~v.-i~n ~tll.rnontb!i ~ ~

clste of'~j~ le:'tter _

4- Pl ea:ie:: fr.til"Dr'n u~ the belol.Y-- m e ntioned cleta- ~ a C7..e: - -n..-,,e-di M:e.ty. ::r.st n::rt l ater th-!lil'I -; d!irp tro-n 1:i1e date

at'paCr:-ij ~ in..-trr..L-nent::

l nstJ\11....,....., ISi "n>e NI

T _,_ al'

tion

K...-ne =its- D ~ c,I'

or Debentur e ~ l rrustJee

:,_ CA.RE r~!rer~!i 1t"'e ~ ~ unc:lerb..ke 11 ~ r ~lb..niio-...,Jlne:~• o1" 1t: _ n!..'ti"5 h"o"TI tilTL.~ "to 1irne.,. based an

cira.nn.:::tanoe~w:-JT"MTl:ir-ij ~ ~ .. .7..f~ ta st le~~ one !iuc:lil n:lffl!:w/:.ur.-ei 9"XJe ~er f year .

e. c=E r=ao.-..= iu,,o rie;t: 'ID r·~ •n,.s ..nh:l"'-W 11'"~ nrtir.-s- ""'~,=! ""' .,1:;o r,ovi,;;e tt,o DC1:1ol>k,. =" ....,,,-.a:

at periodic reYi,ew/'.~LJ"Yell.b ance .. ~ an 'l!ifffeve.~ orilm'arm~ wmkh W'I the cpirjon at CARE warrant=~~

!11'1 ~an.. In the: ~at m.ilure Oa'I tl'l.e: ::::1!mt. ot~ en.tity t .a ~b.!;ua'I ir: ~'Dan. rnrrte'is1 « d!ll'i "'ca.Dans

!Ci ~ be ~Lire:d ~ CARE ~ !Ei tn e r.,;11bl-e: it 1>::::1 a u -:rf o::.n: war-zirruou~ mon.it:ri r-li cd' t .ne nrti l".'ij ot ~e c~t

i nstrument::::;;.. c..=3E 2':l !tll a!"Y aut t.ne ~0-, the b;s:si::;; cd :le$"t ~h..bk innlrmatioott1~910utttte kf'e 'tim_ie

ar :au:m in..--tm.; -n...-rt::;.. In ::=11 ~ 1!he: ere II it l"l!D "5 .,y-n1>01 "'11'Rll """ ""'""""7-Cl tty "IS SUER N OT

•~.J.#A:wldtaw ~---.r~a:xu-~..tarr owatl.~,.. ,.,,.,..orm::sS: DCD or:::,.-n"Jn ol..n,arcr<.,.a...JI£~

CARIE IR.atings U:d _

..... Fbw.., 6ud•• J c-a-.., ... s.ei. ....... H~~,e,4T(e...m.,a ~ lriililh •-,.,Sl.:- IEL ~ - - 400022.. T.l.~ ~-2;!- &Jl5.4 .3456 • lf llL:. -..i.-.~ - G:22 !15-75.4 .34S7 • _._,_Je.t'-..d.t11i ;L1CUfi'I • ~~1!!1"'..J:3P'l.007:l6!J1

For Plramal Capttat & Hous ing Fli,ance Ltd.

Au~


~TIN G rr. c.t..RE :.h 11 111::.a be entit:Jec ta put11ir:i'Z.e./'rJ i:.::;em.ir-...atie: 1111 t.l'l e 11::'D~One.d nnin& ;sction:; in

any .... -.rJO o:,rci'oere1' a;,propriot" "'Y it. wr.b<Y.n: ~reru:,e t>:> you. 7 . Cerra~ de> not ftu:2',r in '"ff( ~ J:.i"5 n,,lou,d -:ri,;;;er ~ a,; I?...,. i:,,., tenn• al'U-..0,'l'" cilit-;:/ i n,;t:ru-nent. ~

mar invo~: :e....--=-~ •e r:e.tiom or~~ in c:s,e a t nrtins doM'r~:tle!i. ~ . tir _,,. .s:udn dl:tu.~ mre:

i ntn>d"..oa,d ""'d irtri~ed, the r ,rti'"\5" """'lf ''""" ""'411tdn"f ""'d -mp~ a.. u ,er, ar 1l'i:;; n1t:ir\5 """'lf lciro:sl'f .-.,r.,.,- or..- ,..,.t,e;;t,e ...,-...,..""'~o::,-n t;:,r i..t=t u pc1ste ClS'I u,., a~ncrr.,s

r:o.nn;-s i. ~=tE mt:in::;:: a.re nat r-et:nn....-ne:ndl!lt:iJ:,rc ":Jlo bL--Y, .. ~ . or lhold any~r:iti~.

tr you need ~ cmriricznjan. ye<-' ar.. ..,--.,t cx:,me -:n " Pproacil us iin m,i,:; ree,rn-

Thanlr:ir-.,s l'°'.J.

[ i'ldirp --1 .r..:.aCRltie D ir e-:tor

Y,:,ur,:; ftlitt .1lly,

l 11>1w.......sa.-iJ Ar.· ty=,:

ctm~rx:bilP12r er,rtil"\S"·com adit-p . !!id'I 11~ r ~n!IUl?S!I-CD"'TI

CAlll!"la. r ~ -- ~a,:~ t..~ ca ~.ty ~t =ii~~~~ u- .rat::a.:t l ndn.anan! -.a r.a,.. ....e: rwcz:n, ~ l::11 ..ncs...,_ ~ dlt.mrwa m- r c=n~ ~ r-=t ar l:it buy_.. ■ ar hailcs _.., ---=ar'ty. Cllllr'lL ~da nat. ~ ..-a:sa~ Dr pdca iiar !h.al~. CJUU:"■ .tal.fllltll d.2:1..rlal! ~tu!:ai•:n --at m,: ~~ .n:I~ CIUI I: .ha::L

ta..._.t..11::a,~~an lrrf:::.-fft_.t:lo;,r:ta_~.ri.t t..n:wn_..un:aa ~by.elk: bl! •c=.u..._ iaffdr ... ~c..a.M ::ID-~h:--,-..

D,la'""9:na.. tha ~ . ~ ar a:ae--lanaa.ot H'1'W' ln:t~ a"ld l•ffll'I ~ l air m'l!f•.t-n1.r11 or ~.r. 1r i1l::r 9w ....utb at:'l.an.d l'ra~ a--- at --=t1 ~tan.. M::..e ~_.._ baH. ~~-,b..--• r-wl-t by CARI: hml s-ki • 1:2..-1:Lrwbinl[r..,.,t-~an l.t:. .-.mi--,!11 __.~all!!~ 1-.:a-~·ta.CA.a:arb..~••h.~.a-~.■~ .,... .,._.. ae.r aDl"nl'n9.n::I., lntn.dl..-- •th H'M • .ntft\1- In aa .. al pa bwww •lilW'olnlpt...,. ~""-- ttw r 111_.. /~ ~ - bw, CAIU: ~ ntal"--IIII..,_ bs.-..d an lrha 1~ c~ bit 'ti:a ~~t:::ir ■rm tt,,a n~.a d:rw-.np:t, al u- 11nn a ;.,a~ ha ra:!l,,.,=-A.b:k.rruy Ull'lldllr;a:a In CIiia.a c4I ~ct~ DI" lh■. u-~ l.c:llna b l'IXlll,h:Un i:lw' ti=. par.°~~atDlln ~ t::t 11..N ~ p■..rfmnl .,.. lal'ld IClil:t'Na" ........ ril: tece::in.. c.aJllt la .rmi rw:a:a,raa::...i "=-' • qr . fl'Cll'"'9 ant .t..1- lh#t. f t .twa na: nn.E1Cb1 ~~ta._.._ ..-.r.a.a'I CARt""la. CU. ~ dCI lftCII r-:&:D" In ~ ~ ...a.tad 1 ..... ■r da-.-.. ■■ pa' th■ br:la■ ~ tr:. l~,_..run--.,. wHidt ..._... ~ 9CS:a • lilNI pl~--- I n ca- a ti rw.l:llfllt~...._ ~ .-. II • .,.. -..:1'1 d..._.. - l rlradl.Ka,d ■rm tr tr1,a..-.q,. l:h■ net..., nar - v:::1111~ --=t: ._ri: ~--

CARE Rat incs Ltd .

o11..-~ .. God, a J Gu.&.-..u, .. .S.C.u.lilf,.111 Ht.d.p llill'lrea,d,..Clffi£.a:ula,_ ~ lit-Qah ----irt .. :Slua l EJ.. ......_..u6il1 - 400022.. T• ~ ti'9"5-22-~ .J.45.li • .-ax.. • M ... 22- ll:22 15::75-4 .J.4.S.., . ...... LM a.ed'i1ait:ioi~ i'l'I • ~.!ICIP.ti-l~Pl.al7'16!)1.


Au~


. ' . ----

Pis-anal Capital & H.,..,,.... Finance Limitlod A;,.O:U,.-

i..i'al.r~ nti,/ r . DdtJai ...,._,......,._

lllo -~ ..... i... '-lt:LctOrel

Naa ~ Dl:bM, D..1-.11 :11..h)O* CARE A.A._; ~ tab ..

[ -.l!luuad f.autn fb..&.SO!Ou ut"a.l IJ),>.- A; Ou--

~ T • 1 111 ~ 'f!-.JII:-.. .3],,"100 U.IIE "-"' 5.lablo ·- d- lu ... H,.500 croNJ,

IJ)u_,.._ __ ..J

S 11l!Xr' U.. A:E JU.+ Gu,,__N

_.....,_ · - - 4 ,..._ lb.iQ,500!

(GAM .Ill 0.- P1u a]

0..M.ilil C,Jltarr~tJ.'iDCil ,n ~...,j

•~ uu..il)r,rt:!d fu ltil....:i'tlOllfnlrr u/NC:£il".lii IMdni·i:JRm wt ~ •of'•c~ du;U.. Eat~ u/pu"l'.ctanb+ "'°/!kftinl,d m.Jil1,1r1mJ" b.t ~ik>Uu._tlE u,/~u.:l~d utt:"1.1a: 11no\d--~.u 11:b lin.adwzl. un- lft:...r.r_U4'ff a/LDntpanfl

O.r.l'lildlb......._ & iCr, ■.r.q Drl1ti1iaoi

.... .............

.... 1'1,_..,.J

..__ ..

TI, • r• d niP m:a, lt(,-.d Wl' dltia d. l,L JttiilJ-,.._111..,, b. ~ Lan. t:11:tial. el- .. J J c..pi.[.iu &. li-l..uu:ii_, fu,.-=e u h.ad ChFilJ I.JI)~ u. J ..... .,_llil!h I\ .... • l:fl'.N'lil --.I ........, .......... p ,I U IIH.11- ~ ~ h • . .... ....,i..ll'lta 1ft • • • ~n.J ..... ( b ,...,- --...ca. h .11..hiba.fll, ri :tea~ i..nd tn-.if..awl - .. Uf1il -..tlh .,._.cl .. • td tne -.I cun ...-.1, IN-.ur, ........ lb Pif'aiU .• IPlr-..1 EffllWi:al-i 'l.lfiwllll!ll(J-.fLI lflillad 'rCAILE AA; s~ PO=i.FL b 11.f_.• fl ci.np......, In lh■ tin • •~'--' ..lialfYk:mi. _. .n1 d lJ1• " r • 1.R111J Kf'u...,. i,,t:1$.l ....,-~ n lilliuu uf .. , ..,-n,aJ l=h .-... l.Jau1.-d IP.flj aid Ph I C.-pk..l U...h a d I ra.JI ..tl.h f.tO-tFL CAICE ial:tb .....,_• L..l'.inmf'ut. eun'I f'.1.t .-in _, ii'.t UL.t,11 ' ;1, .-qu lr) ■:M J ~ capl .... ••b.1"'4 oiilif tfy. CAltE abo ·Lalk• ficCla' lh M ft-..1 EiU:lef iW'll,a:iil n l'lacf [PE~ Lh■ ~ 11 c:u._,.,..,... h • rill~ ••-fW ~ Ual• el fr a.h •..:P...£\1! iirfd Rs-16.,:150' ~uN: 'w\la J. all lnla.lthf:.i,- i n d .c.n:.IV'!idi ln a..Ltta:::b d.M'fl.t1 N H.2F't'?O Ir.faff 'lil i:-t kltiJ Ftet11 0.:tubat' 01. W '-'-.:.11 .3'1.~ 'Tlt.b; Sllllt.N.ild!ml t.Ui11ka. ~ t ha 1,1 ':.111b ly W ~ • •• ._.._,._.. s~ 1ft .........W '.llef'Wh a11 t....M,....__ CARE ollbiU ~ hlD'la u( PU ~Ii s:il..-. Iii Ill.. n l&:an'I Clap...,_ !lfl.i lllill r,Ullll..,_a .. l .m_, t th • Slll:n.f•n lilTLtLO H 1i.l -'i.rcWlrll ...,___. M... r-E L_.:t, a,ihliuT11• b uilm r:u,; d.J.:.Wil1,k fY.21,waJ·dl wi8 ru nh.r d .. nilillli• dt9 uuP bala1L• .J'li-L ,.._,,.., 11.t. r l:t& ,r.ar':I.IOft • th• ..rniuUI! LUM.la:um t.a.at-dai lh■ MB'..fC I HfC ,a:Sl:at In .,.,. .. ., •ftdl "Nltd-.r. l • rJ.ilt:(111 f~ ~ t l,IL .._i'da,a lr"'1 ...... ~ ..-ftldt •-11 L.Mla _,, t fa~ .t1.etall.c.ia6on Ila Hlmftl Dlaa:4 c:..411£ ... fml:ad dwl. r-o,,ifL On ar.111.nd' ... lor•• b_.., ... r•bil,d .,...,_,,d ftLSJSO (.t'Ol'1a , flOrM 11' ,....., lu•~ 11.lllfM ilab L kt.__....... Ck.1.iihf 01,.. 1019 10 A.p11J U.. ~ !ri..-..-,• .. m. • faa..,_n u -.1 11r.m!I In ._ ,__ upm1111:• q aufi'd nn• • l ful IA. N flFC/.HfC: ~ .. ~FL ha6 ■t:.6 -ti.I,~ lfttr■~ ual 61 LM.16~S 1- p .u! On■ 'f■•t wf11dll 1..n.t..1..J1 l.11• iu •...-11 r b.li.-flA,:tdaa o( ... .leta:t..-:e. IICWNu rJlli ..oi:ln q.,tW It, 11:h■ N&f,C,/irtFC '.Wto~n■,'IL Yb.r aid. a_ a!a.dnuui.d 11'111efNa...S011 ~ r tduU i(.aa 1111/W! 1n alM .. rll-11i •i!IM::t'__.ta lq1.6'.:Ul"'t' In tJlia u,,,-... , Clpiii'" - llilft.O'-UiltO-•H: b. i-:.v r•tlqii - 10 1111.uitll!:M fuir' J:•otfL Th■ • • bo r-k■::I. ln la -.::Dl u .M PCtifL~ :U..,1~ .ffl ~ l u r:a.J •~IM!• :iacl.lJII' iwlt:ld'I bi -"••~ :ilu~,, • •LI ~ I.ad t.Wr'-'-rJ • •fiMtl'lbt1.li 11:alk. ~Mli.lth o... Q.111• 11~ ..__..._...._.LY p -.i:~ lllll•Ci-=f'l. 1 • 11.C.1 ~~- .-.id ll h • bl•n ... w to.Ila P,Uitc;:Lh,a rn.m,u,.. 16-utJP,l t'tj -.ii , • ..ohtflj Pl.ll!hl'f1D..t ,..,...__, ~r, a.-. •tJ, ....... QU .. 1'1¥' 6f' ... ~ ~ t u b. rni.m.l~-t. in. ~frt h m b u[Jt, . .-, rlll. fn..,...,..._nt ■f'ld .-ii:llil:L ■iuelf"11'h.'I,_ 1,11~ ..+tltA 1-1µ11 11': la pt~-•• m .. ,._. lb. ~J■·s pnntld■:a ~ l llu •n ~ ~ - J! edlll.0.n u .oun uf'.,_J U'N.ft &, th■ -'•• ac..1.a n ti.14.d lk,,l ._ Jllm.:iulW Ufll U. ,.__.. lf .. ..,.h y Iii d 114.uldr-, tu lh■ :ilt '-" 11'.i ....S:u 111 llaffn . ~ •• r al: 'Th r• tJ .:lM'.I 1.akm. IM U .c&.OIM.C U. ~ ... la diia aim• !ilq:Nlil!liflJeiln 0¥■f 'I.ta Lo.L 1Jhwa ..,-.. n1 lfniili(Jf'lliii II OIi!■ de- a..,-i:_,. "'-nda•~ ... al, __. mt.la ~ 11 U.· c.aa.JHl"111- sl:funJl a ,d ■.apatl.fllfad llilo.rd t!:tf. ctr~ ..ad ----fl'I '---"• :ID~ s■r~DWr -.l■IQ,:....M■ L.t...-Jir.. .. Id ....... ,.:.a ..,an-. • li'Oi'llill f lili: 1t'IIM 1..C-111..C • •d -lilia'I , ....._h m l ... ........ w N t.. h IMJII ...... tJ .. lfu,...._.,., fr'lalMaln h ...rtl'l"t aMMil!I 11u•tr,. Fa..r-.J1•• ._ a.,,_...., h 1n .... , i(fali.l .. dlwa.-.:..tJui1a lfi li1'w ra., , ~ fta,fn ,_ .._IDli' lb~ illbl-la a n i!I flil:■ll h un, 1111 tu .. n.. U-~ JnrtafJ ~ u iwl klcrt n,~....._.. - (u-.■Mfif.

TI,■ ~ n . ,dur.J r d11t;a, :t..~ .iu■ p • ,t_,ty ulh .. b -, 11'0-ifL".1, .tn:l!dar.tllll.y ... aaa,,tldl lo.., buol. .Jiii,._r...__.1 :IIIIIICSul lal ~-.... ■ ptlaatlty ID lit■ J ••Lala Ma:.tl t11 111:f dl-1 c«ttl■a.Dl a'tl6r1 .. IU• luirll ~ala van U.- 1--■ lkka!'I :ail.II 6' lullmi Lu d ~ IN~r ..,_ IIXal:1,1...., hi ....ad~ Ph>••.aJ.,. Matn llu t adu m ... •~ uf' T a p 10 c.ha'la lilllllCf CA.KE •D ma~ rie. ii'nn i ecr a:M :In■'. Jt..N■.n!:iu lh■ ~ '¥ l1.C1i 1111111 IM.a1,-i.1 1t:cu, Fuffl.abl■ i:::u,al! d:u .a.'f, Wrw s;s~l."i)lld ~-11 , th■ , .. 1 alJII'.- .a.lLl:let m 11rt b .~ th■ nni.,n:.w n.:.l. i:-ul d dM I.Llft'I J.Wit.._

Cdaliflu iaf■nl Ma 1-1pOn. M:.libhl ~ u .. Jrai, t.lJ111f1 l .,_d :wt:Dl:W ~Di'lfa fl rt' .. 'lk:111, ~ulludUf1 .. ~ &fl,-ldry ■t'd

pl'"oflui!::41r, .,,_ llh• ....,, r ..-bldwliliirs..


Au~


R.d.klii•nliirl\rh.lat P.1::t.lll!il,,■ f■etDr.'k.

~~- , .ta.n:a.:n Ja .a.xa,w■ ur, , • .a --...:a :a.a eo.auklilllllld Ila , W. aat. •tllRII- iltft ■ Hd4.llll,_LI ~ GTuu ...,_,._ i:--...... Q..!§lll,

..._,_.._ 11 wU.-1! I I~ ~ allh r ... u.f■ l.u , illha ll!!it taf111 n...Jl t'ltl f'utlli,a1 d.-no, .. d u n I n ---·t 'f"...:lly [G,ou N PA] il'uM LUffWI I! J.,..b

b d t.lCdoa 111i-.,....,JNllr'f rt-o-6 Jlfr"•f1uil ■n--•JHu.aii u-1...._

~ .fl. R atin,l;.lll .. -- _.,......

Irk ~ <,l:J/w aH,t0..2,.,..-._.,._ ,_ _ • .,.,...., ____ .._ °'""' ... - .... «llw.....-u.11 __ ,, ,_

--;,f~ >rd...,. A,",__.._., GtRr • ..r..-r.1,c """6•.nb• p..o,QJ,o df'N8FC,,/Hf<JI ill _a .. d'o\5 ....,......,...,.. £'1!!11ai' UM' ~dJum llic.nn. ~ -rr pn:,/llrr nriiuWC.- r"i;MIUl/fil ~ /Lindiff;p ~ fru,no ~(lg.n,u-p t:Md c~a:: rra 1t1.1"-:nr.W.-~~ i:11nclapcr.-.1n""'iilpr~Ml11rr.m::1 af~nr~ Drll!l,~r-.n:,iar, IIIVU!Wfarier.li'mtll m ~ ..;i.N,; ,..,,,.,,.. ~ ..... ..,~ _.,.._ CAM Awrlrig11 wllfmnrA"lu r l'D'a:ua:.a:lt an r..r...Mtp1Xr IHI low: ~.b.if.nau and ~IJj,mv~ dllNll~.-«1:'tir a-,. ..dlatllf:.l..iiE ctp.,_op,'IU.t.- n::rdlii tad:NM:a ,ifncwd.~

ei. .. o.d .. aafplll:ln af! ._ .,,, s■Un.&61wn.

ICqi a. - Sti.:n; ,S&u,np Gnd ftal)~pnunde.llT ~

POttFL l • .tnll • n.w..loat & ■ w tdt¥ UWfWd a.&.6111~ d .P£i. lh illll .. • t'-'- of! lh■ ~• l'L.• 11 Ul4IO' of. ~ •HIil.. 1'h ,iJ'U.. b ii d..,_,.._n -, l ndlilr. b.a.:a...., liuu.a. wflh ld--.a. n t.~ f'-._ Iii_. h1lllfu A IL.ti IIM I •~,.-llil .rril ~ .1i1eM m .ll.. n.. cun1s-.n, h .., :t,u(Ur:&at\,I lt:k.li. r■~arJ o f -reuM ~ U1ou, ~ ~~ la I I• ...,.....__.. b...:1.1~ 0.-r dia 1,,1,iU.L fa:w .-.,:1.. l_._ · l2llUp> ~ b.JII lu r ... unu• :i.mwlr::a:i. bU::W,~ ...... c::au..Md.1.ad liew.i, ,:.:. tt•o u6 Fb..Sti.,Q-4 cs111■ ti a , ~ h l:I.,. .101!.I ( Miirl.h .31.. 20tJJ~ l.b.42.168 c.1u •• • wt1h PO-ifl bah-. lh• c.u ua,.,,¥ i'u1 Iha nAMtd • I •ah'lcm. b lAlf'I• -' d .._ ......._ .PB."'$....._, µ Ul--,fullu ·•laaJ.i 11111 fta...S.1._.42!tl t?tuf"li mi, ~ 0-.rnl:.f ,3"1.0 :.Un!i,.. -"-:11 l:i r f"l111W --=~1111 lb

1.,due- la n M.f .... 11 I.Ji• d , .. lm...:- 11.-..d 1 , ..,._.n:a .1• 1::i.l tr-, -..t-d~ 1-n4f11 N.&K•:1... A..l::l,u0 ili• llf"uUJlo l :i I.LI

.... , lnia aet1~ 1 la1H1111.a. b&nJ,-ai fn u M J fuLl.. r & ""ff1 ■ hdui.rC. t '-P,llbtlky ul"PU. Lal. ba ~-J t'fiam I t• r.a11h al: aw,, ....._~'il.'L·• r ftad . .... ui..lllld b.7.,000 If.J IM...._ ult, m h aK; u tc,vi 1ft. Pr1.8 • ndl fb...5,400 t::ttlr■ In FY20. Fuf"IA-.r PEL:t..~ .&a 111b.t-.:a.."9_ooo.e,uf■ lli"..-n p ~-.1.k• ~ - t.f lta. l.n-.-:atm-.t h Sli t r • ri -...:OUP IIWtd :a.a.lad ..... .-..:..,■ :&. .Aniaitt-=-- h.n.--.:1. la f'!'t'M-

Slau.nf.d&nmd-:un.t·ailfttdr,curirnc).n r.rra::aufp kt-.m ,PEl. mtd'-IJ!tCHR. PC:tHFL li-'ll:il n -oru :211-.t•• lrl th f~rn uf :1ohaJ• d ... J bf'lUld .---., ~ tns.ft lilk.W W ■m:f upn illiaft .. :11-;::JK,llfl rn!xn t.ha µ .-..f:!_ PCJ-ffL .t:la l.-.dll.a: rre.a 'Iha 1 ..I mt.La a.a,p-,J,aa d l'h.-iM I Ga~ Tba tu,. , d .. ....... cla. uu~ N- r,f !da: iiJOUP h ...-. ■ ...... d 1ramo..., • :u.. iwltkh b I ...,,...i.. Pol f illbd~ fmcLf ~II f"UI "'· nfia.ncW' .. Nlca:11

rd . TI.~,,.:.., ll'ain.wv hal 'tf • r-cHR l u r ..... f*iic:iufca':211 10 f-nJ f#~IAI al• 1'.:a"l'IP,wd:Dwl r•[a:I,,

~ .,..acnus ill de rf#Nca1.=:er ~ :1~ ...._"'-'rftl':M' in KUir- ~-srar.Ju.ui m:d g.rad'u.ull.dJ.cr,,.rkur.tba #I .ita• -"'Tl,•~ ptrlS:Ao u f PCHFL ( 2.Ul.nd:..Jicwtll] :Umbd Ill: lb..3&,,.5U dflf■ mo &all M..tdlr 3"1 0 ~ a..t.c-i•..-.. jti uw-ll, u1·-artJ, 2091, rna,, fu...Jl!.,47.111 um■ wu. 11M M•Jta • l01.&. At t_._ li,l"I.LJ.1 •• I L.1£1. - lffn ...J.• Stwvfi:a:1, 11-.11• 11[)...N..JM.Jaa - .. J l'tc,,m fl.J.A..2.,16arl u -. • a1, .,_,.,h 3:1.. 2 01..8 1tii ~ u ..- ■11 Uft Ma«h l:1.., 201:9.. Ti.. s, h a .ru .a.,..c:r_.......f• IAe&t 111::t, to..n be.Ila In ••L r.-...i y..-i,,, Ml!lt.ft h U n b • IIM.~ ~k'IUJI.Jua.lu 1 ~~- ~Lb ...t,ldi lilidud. pn;a~ Rn........_, 1a-..1lilll.UII ~ l.ltw.,

Wf"J,Jui!M■ ftt:a ULII?,, ---· C..UI pew ..... ~ .. and f■tal lnu .d.lf'w;i: IUilD. :.lb..- 0.....,., ..:u ... l~ PCHfL' .. &llpal,Llf• au. , __, .. i.1a 11ad L.Uiid..•1:1.llad 72111. u f ... l.er.J aie..111 111"01"1f'ullc,, adn aJ fu•fl 1'b911 u fl llula l u.an 1,Had=IJU • iM'I Mad:1 .33. 20:l..il). • •d KHR. f m m lli.1n; lll'I• ~11:t. liil£i(al n ~ biin la , .. 1 e:i!l.K■ Rn• ru1W-a. la liMII.& Pc:dJ: dim __,.til.,,. lfll.olHFC. •rd :ldlla "'-.,. u11 ll'lil'hiJ hi:- ban ~ J"Orl.FL.bh •--!IJ: -.h. ... J d Jv-.n.Gc.MrJ.-. .,..-du. p-U'plC'fl.l..- ur t6...Mta11t l uan pw-ddkli a.......~ ~ -..:,w ti ~ 0.:-n bar 31. 20i9 f.M.tdt 3.1.,. ~ '311111~ 1 ia. lllillil.&n iil :i'9I. ia ..- !M~ 311.... 201&. Th...., pul'dlau oll&o ....._..,,.nm, or 9'1. el Gu.rl,Kl f_.. ~ Gr u...,. 1,,, . sJ,. 3 1,,. 20i.L 1...4191,J • •d .2111, tlf'!Er,1• 1'1 ..:...,,.,...., i-11,.. [2'lQ ti a i, ~""" l~ :l!~!L 0-.i: lh■ .,.,...._. 11,~ tlU •:a.j:Hb .. ,.ea., lJ,■ · I.¢' I,_.. d'm.lo~ ~n:l:Mi In Id• ,_., .,.,,..._. bu:ii.J, ~ ..ti.le.Iii l• l p:1. 11"' ••• •d•I ... ,~ call h.-11•.ld. IJ116 u£h pl"O'.,ldl ,,.._ ~ L.U• lft:lW1li 1 "-n d _,__. • .__...._. ~L Gc:in e1 Fu n..-J.., dNi u.irn SMn l' f'\....11.t,-, al:•n b tu liliu-.-a: u,. 1-ieu:a, ranahca ~ 1r 1h ....... ,.u loia. flOflfuliu tu ln-ua.._ r;:lw Iii,.,...,...,. Cail.._ .__~

CNtl! Nrihjp Ul'N!:ad


Au~


. ' j ' - ----- - -- - ~ _) ~ Rat.:i.n._i;:,; .,_ ... _..,..._

~dlt-ou,-d!o#~d'tanl U/11111-....,...~nN:nt ktun Th e co,-,..,.,,..-~...,_... l::i h .. ded by !.MIi. ~•~ lfllf-.al ....._. bi ... P"u#r'IIMlillt • n d O ,_. fl of' t'ha Plf • m • OUl,L Th• uutnplilhp

h ia:i a ilt:Dlftii B.a.ud uf ~ 111,11h. -~ .. --- ... ~ .... TI.. fl t'llil n uiilJ Ml,........ b.,Milliald, b M.!d ibt M r. ~•u ..lJ:n • CM..1111itlt1~ 1bt,&.'1.u.t cl • CJ,,i;F,t,J ..hei..._-~--'-nci.cf~ it-.u ~-- '-' .._ n ~11W11o4e;a:a, h .-&..i.t11y. n.. afl.U---l~il Ill _.,.. laillnt u'.iolp .... -...nnaJ p ,ut.u.k,n;aJ:t. .... "'-■ftl l!,,1,1:1,Ut m.al vafak.J:11 ._.,._ .t.q&M .. ..nJ faila¥o11M -~••cla In lflalt , ~ n lllld.a...

.,.,_.,.......,a..-r.-f'Yi.!f WlollDi dlla f'h,--, it:IOfh Pliila ..-• ~ iilpla f•liutl uf KJ--;"J L puift ■111...-...nVIJ.lfa ul' Plr.....C Rt'l&flf.a nla.d 1r,fLI • 1d P\-.....C C.1,11 111--.:11 IPCll iwi1Ai POrffL Th• c:um-pa.i'lyl ._. l'IIIJ,1Urtad Pruh" At'I..J "T ... .,._..Tl c:,11' lb..ly.4,4,3 c:ro,_ run. Wr:a.l lncur11■ of

Jb..5.,5.72 u ..... ~ ti ..... J'n,'I PAT uf I\L,,.45, iea:m■ <W9 r.::c. I Ullll'ta ur hfi.8 a:Lwe 1 FY'18 c~ pat lad~ 0..., lfY.l:9., ch • tu 4N'm .n I( n l l:11 aia:.r-..io tn • •• r tw t tlfl,. .._ cDM 61 boi:11:,-11"4P lnt.r■alled b , weu,HI !Kl l,jd,., _.... ._.. ~ n pal • .-- •bl. 1u p.-a DI" r.o Ill. UA!Cs-rl■t"i w hkh r.,,Jlad l .-, ~ Nll - WIM ur7. 1."J"I&. I n ifVi.-:51 ....._ IIMlu r• T Cl!I_, ---r:a. IJIOT.-.J ull', Ul2'11. r....- FY19 c,,,_y_ Q..2711J_ Ou, ...... ~FY.20 , ,..,_,, 111>.-,l-ud rttaa11.._.I Qi tu,IM.wLh 31.J., .. lt....-.t~ 1■.,.:wlad PAT ur Jb..1...01-2......,.. U II tu..., J t&Un • ul' Ft....-4 ... :tlli utat• .. llllii .. f'a... ,i.a.y of fta •. :t .. <15.3 tl'lllr1I""' l:MM lh~., f'ta...4,(14.l! u W■ d ur l 9Mrl'19.

Adc-qu ..... -all:ho-- -~-_ ......... _ Tl1• pra11.:.t.1 -til"t CKll ..._ t.■n •• illl't.a ■qu.,,. c...µt ••'di h n ._ ia,uwl ra,1ewi,•1.h ~c.J te d1■ n ftiil.nu ... .l ... 'llka:11 l:&::t.lMD lad1.1CC, K.HFL M Od-~ 2027.,. r-n 1 •:wil ..... ¥ e.1,1a.l uf' ~ .:..-or. * Q,.u .. ilad iialil:i...t.kaft .. ......_,,...., IO IIYJ e l.Alla Andi addh kaiml R:ii..1.!JN a-.:::,ra J udl'IQ l-ilrt27 by w-.;. d -1::1,, b.J.t..a ul"■ta~•--fm,,.. O u t 61 ~ ~ncui'l-d l>.:il.1'.,ill()ll 1:u:i,-. uf aQ.Ml t,y c..p.l:illl t.ebad' l,-w piC_L I.ft F't'i.&., lb...:1,,.500 ~er. ._m, b.tl.dad 1d, • ~ult·, ~a.I In KJ-....fl llll n"Ui • h ldl. h ....... ... t.ui'npaffY • ll • • K"th••• ~ c.._,llalb-... lma ~ ~ 1 lftt-...:wiet, • wfd1 IRJIIS■dUf'I ne. prufll t,.r-.,_, d1■ ~ LD t-lfll'Di'S

a. • r ,d -...,..---i::li d ~.6 uur• •_j e., Mar,;;h 31.. .ll01"' f'CrlFL"~ ( Mwdlt; :111.., ~ .. flf...7..,560 a wlll]. n. ~ f apc)n:.J ~l.oll adaq,.. ... q ,-d,u {.C..-.FQ ul" ~Ol"-.. -1'1 U 1 b "illMII -~ f'laa.ul ~ f aqUl.fW11H 1111H ulf 15'311:, '■fflh Tlat' I o.11. •t 2!1.2'9111. ti ie.ti

o.c..._a..., ~ 2-0:t!I .-.d &Nat all 1 ... t. 1'Dfa>d •L 3.51 Um m..

AIM:n#c-:f ,._,a,c.-PJUJ'ilc-,,-d~--,..~ '11n:~tJh TI1■ LUl ...-,..Y ha, • ~nlDilJ .J■~ ,. un. -tl,b n'M~ ef !l.h■ K.HJI."'~ l:iuU: u c.ur:t:'IIN kJ.ftil la .. l,ul'hr (!5~1. Nolt Cd", ...-nlbla O.:b■ttlufwll ('i.e'91il. ~ rJIII .. par ('t.5t&.l, tm. {S~ .wt s.a. Dahl CJ'IKl - 1,1W M-...h .n.. 20:1":9.. .... Un C-.::-,...1.Ma 31...2.frl!l.,. ... w n,p in,- ra.l Ulf..:l l l1■ Cu11f11~J tx.., UWU IU

f"Cl.HF L~ 15q.-JIC¥ s:,tul.ia Iii ml Man:.I, ~. ~ rwld lllif~u.al.1111 a ft ~ al pej,ift.."':I pJIL-., IIBI _. .daqu .r. 1..ih.ll.D.t-.l

b.u li. l n 1t:1o•:i w .. 1 • '-1.11.k.1 [11~.,_n l::lo ~ , wUL.. ld h a{p lt•m llu m ■ lqu ld1l¥ .t• 14 1,11.1 • n llll.l:I,. ,-. .,.-~ h • •:alal! 1'411!:U:t'y ff'ND.J'b'li f~ p 10n1• ill' liJ• cum ~ r,._i 4D u fl 0-:.rnt.r 31, 2~ .. ~ l'ICIC .-...,, ,.,.,. n s'1il~-N' f......, ao:11. • fU 1 IPl~~r.-.·11l ~ 1,11:iuft.._

~----.. ,,_.,__,...,,,_A _...,......,__,. l"Off\. en • ei!Wi:liitllld.ia.d ._. 11- • ~~- . ... I! ... I cy iwldii GtQ.Jil NM , ..iu ..:I r,1-, ,a,,A 11.ruo of, o..3'14li, •Ml 0."143' r-PIIIII~ a n d h•L ~ ht T • i iidb .. ,_m-.1.rdi uf ~ a:i tm lt.6aft..J1 M. ~ Ck.t F tt9., ~ ICZ:Jnl:p lln'I' ~ :IJ~p lili(rci ul' Jb...6JI 1.nuw •nd , ~ el Ft:1..,,4_2 uota. 711• an:-,.p l t.ld. Jn11 I.fl ~ iir.tuftli ,a.la. tu ..... M 1,1t w1tll~ rtwd u ,J.,--,f flell"frl• -.d ..-1 up - atilil r11DftE'uf d~c.a fu, Cuifi!MU IA.d. rn m.lwllr,x ufCt. liiam ~16. ~ er. D■~ .3"2, ~. U,• ~ " '1-*•Y iepUt'l..!11 d■~lut..dio.1 lilli: a:i:M!I ~-ly l'N'l"~ Gna.11 f"4, d''l.£E.llllr., ,_l Nf"A, d i.....lS'iL 0. ~ , .llt:lllkl•l.lllld l ll"INI n...t'd.11 ~ ..... Ul:li b.dl~ di.- a:atp•• lf r-.,-a.J (]f'aia ..... h tuf ID 'l_frlil. m; e., DK._mn b tl'f .Ji. 201!1.,. p

rro 111 G..9IL Mi 0 11 .S.-,..11bw1 310.. J019 wl tJ1 t,i~baun ~ •,. , .. u.a • I! 1 1'lC8&.. ~ lf•C:a.liiti eam llUlllllllllil6da1:aJ le-a &n ...:J.., .......... :ii l:iu:lih a.:i, ... Lbri"ICMl'I , h a ..-:ta1u ... ~w-...-fi:I: f'Clf NPA"' .. .... d ~,.. --L .u•cv .... ; .. , .. ,. ._.., m (l,.D:)f ,iiblir p l nii f ww.-..d...

TI, • ill'bl&lnal tcn.t u p h lml I••· bu tu b.iift p unfullu ..._L F'¥'1Ji tk..a tu • I dt■ :Mllil:iD11lf"tjf of Lit■~, ~ bi 1ued•1Ma -.d , ... ..,-roe ...... u!I .._ ...... (i.ullftlV ~ , n..JtJp&. .... ~. L~ b ...... Dell .... ~~ .-JJ."" .. -.iu•Ll"¥ ef. h uut.1, .. pOt' tfukJ ar fl.t..41.10 i&«II l..,._Lf, 31'1,. J'lli!lt fli,.S~ Cfu •• I .., a:r, M.rdli 31., 2<H.!I.,. Lb...._ illiburstilllllll u.....,, la::U! ooup• uf .,..,. w , 11 IU'I■ JS• ru-,n. ,c. or t11• ...... b ~ 1.u it........- ow• fnub.Jr.:,M ~ , Ullt'l'lll ..-,J ~~a.

~ .-reor.bl..-....-w. fllNI"..,..... 1a ~c:a~•ftdir l°"C:JHFL':a; IGiial ~ h m, h ._f u'.JIIM.lfa 'Lu 't h • r • J .. .__.. mi Ir h il::il 't,■-n 0. rUbl'li l'c. U. illlllfn lill C.aup'II r-.lldill ......,1tlail b:d.1.-..u.. ~ llli■ •:q,.-......,. h m. :a..■aft 1i1J .d.J. J 1'.nir.~iou ., JI! CIOlmr.lh .ulad 71l91i uC l11a ~lili.l le.au b UU!I a. ~...._.di ~

CAftt: .._...,.. Un«.NI


Au~


., ' - -- - ~ ___ ) - R J t in,J;;:,; _____ ,..,._

20:l!!I 1114b-A-wt:a. 76"31i. iiail Ul'I lh'Ulfds. 33.., .2D'J8_ Wllh_. ,__. ..._-,,.o.. 'd. DIJIM:p..,,, ... f n ...-"1[\I: I.JI, •-.p.-...f'• au C:C..1:il.1 Uldl.Jc,n nnil.nc.• .t.~ Lait'dlil.i.."t-.1 ~ d 1■111 mt.ab lail.1 beulo. - £a. ""'4a-J..3"1. 2~ ~ ...._ IW...MJt 31.,. :MIU., o u • """"'--'°'•• ......_ L .. -. ..,.. .-.mi. ~ ll'tll~ lwd' 1,11in ~ tm• eru.1..-. d Ii n ~ -..d .... UW'1J ldaP■f11S. l)~ h M .i't D6 .... .fl l.ta:b]... TII■ m.mrp-.... .&i:i .._. :ti..- pi•- p...--M:1; eOM b ka.• 1 pOr"-!ffuliic, o...- LI,.. lml. Ith,_. ~ o - - Faw'1:9., PC~.ft. f"ad_...,,af pt-..

JM"(l11aM 6111.L&..lliOll ~ w Nc:.h b. ,_~. 2.li'k. di a..ec..J ID.a. pfa,l'ul,o .. tat Ml.ilft.lai 31,. .lOU. A fa'~ ~l:u n la II.h a

la11.hnfti'y _., rtDt..ill .. d&J ... t) u, ........ a&2 UU..-uliif lll .... u ..--......, Mira.£. dJa .... e QLiliHI• llll"IIJ• CIM'Tt l,I ..... - ...,._. ... _

'Ll1■ 11TuU~ h m. ail'lauht.-dl iii :..1rur-.. d • ...::.c,_,, -.IM'Uflii: •kart-ii! ,_.di, ,._ali 11::11:Ma r-~ch lil iia _.t.idlli h .., bii:<NIISC-..:1 ·1h • ICX.atl fM•.._ W ~ -t-d ..ti u- ~I.IE■ _,.._ .. lku.n, :a~ .t, k.h 1,,1.1u .... ~ ~ .. ru,,_

Oi°lffl'I'~~ r.ll;A.., iCla c&ian "111/i,qu,lia, 4;a 0 11 lMll, dlii .3'1... ~ .. IJ-.• ._,_ bualt. ull PG:tl.Fl. b. ..-tw ""6ul a::t.illla: In n .c._r • m ,d h 'lido :iJ r c.,,,,m1. !,on ........ ~CllllftlZdien. PC....-tFL":. I.~ 1 0 a,aup ~ r.- ln , --, ..&.Ila .. ...,.. .. e."11 ■ -..J.&un. b..JA. t:t11<nUl.a.t1a:! •ua..adl'M11L O\l,,an.J, 3.10 .l~. UClk.l ttl1.h • r... l:'4• r,a1~111111tun.h a un o..rne.... 31.. .20":l.9. CAJt..E .__. rw 1ad t PCi.ri.fL ~ LI) bt d ~ U. 1:ap a&P....,,_ • .,_,, lit r....,- r..r-.. "1h eef""111,1.,.-IJ' 1:1, ~ LI I U t Wnp lta liu&Hin jj t"lfi•.-e. bu:1i1 11M3. • h kll 1:1. .... a:..J lu t -.dJol"Uir .,_ d liir'd Z:::UManlJ ...a:iuft Kul , .... ru,..,..:nJ . ......... 11 h •ia;f'u'N'IJ1 ( 11 m ..... 11,... - II.ab ~ff '"-- ...... E:ta..l:• ...... C.U1p1c.a ... IF~ Gf'!l!!IM....1,1

1111 .Iii. ab.:. a.a~d lb .._ I.ft• p&aduHu -.UY n.Ct Iii .. l • llllf_ Th pa.:. of 4.Wt'S!l'k..adoti • .flCf J ...,-b&}, lli(i el ~-··· ....... ... ~ ... --~~~: CAllE ._, ~ d KHR.~Sli :M:iar11da li.-. ie....tf"L p.i"uf'I!.

,, ...... .CtJi lia. p.,._,, r. il'EL

0 11.811• un !!:!ll••ll!til Oualtd. bOo CJl•dl! ~ CAN"• safllf?t YO de:1tU,ft I e e«nUlm BCOPI ,,,,_,b,;,,f,:,lgCp; Es,.,,...,,, Lint-• ro bdflb R.ad.118 IWIIIMl,uddl.lljQ"--~ R,..,,-c:. G&..atpll::fflm& RNti'n.laJ ~ - Flhllrlf..W S.Llu:I'


Au~


ANNEXURE II

DEBENTURE TRUSTEE CONSENT LETTER

IDBI Trusteeship Services Ltd CIN : U65991MH2001GOl131154

No. 4694-A/ITSUOPR/CU16-19/DEB/1194

Date: 16ft August. 2018

To, Pimnal Capital & Housing Finance Limited 2-d Floor, Piramal Tower, Peninsula Colporate Pait, Ganpatrao Kadam Marg, Lower Parsi, Mumbai 400 013

Dear Sir, Kind Attn: Mr. Sundeep Chawla

© IDBI trustee

Subject: Consent to act as Debenture Trustee for the Issue of Secured. Redeemable. Rated. Listed Non-Convertible Debentures (NCDsl aggregating upto Rs. 7500 crores

This has reference to our discussion regarding the appointment of IDBI Trusteeship Services Ltd. (ITSL) as Debenture Trustee for the issue of NCDs aggregating upto Rs. 7500 crores.

We are agreeable for inclusion of our name as trustees in the Disclosure documenV listing application/ any other documenl to be filed with the Stodt Exchange(s) subject to the following conditions.

1) The Company hereby agree and undertake to execute. the Debenture Trust Deed / Debenture Trustee Agreement and other necessary documents on such terms and conditions as agreed by the Debenture holders and disclose il the Information Memorandum or Discfosure Document as approved by the Debenture Trustee, within a period as agreed by us in the Information Memorandum or Disclosure Document.

2) The Company hereby agree & undertake to pay lo the Debenture Trustees so long as they hold the office of the Debenture Trustee, remuneration as mutualy agreed for their services as Debenture Truslee in addition to all legal, traveling and other costs, charges and expenses which the Debenture Trustee or their officers, employees or agents may incur in relation to execution of the Debenture Trust Deed and all other Documents affecting the Security till the monies in respect of the Debentures have been luly paid-off and the requisite formalities for satisfaction of charge in all respects, have been complied with.

3) The Company hereby agree & undertake to comply with the provisions of SEBI (Debenture Trustees) Regulations, 1993, SEBI (Issue and Usliig of Debt Securities) Regulations, 2008, SEBI Circular No. SEBl/fMO/DOF-1/Bond/200g/11/05 dated 11/05/2009 on Simplified Us1iig Agreement for Debt Securities read with the SEBI Circular No. SEBVIMD/DOF-1/BOND/Cir-5/2009 dated the 26" November, 2009, the new Companies Act, 2013 and other applicable provisions and agree to furnish to Trustees such ilformation il terms the same on regular basis

Lookilg forward to a fruitful association with you and assuring you of our best services at all times.

Yours faithluly,

Regd. Office : Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai~ 400 001. Tel. : 022-4080 7000 • Fax : 022-66311776 • Email : [email protected] • [email protected]

Website : www.idbitrustee.com

For Plramal Capttat & Housing Fli,ance Ltd.

Au~


ANNEXURE III

ILLUSTRATION OF BOND CASH FLOWS PER NCD As per the SEBI Circular No. CIR/IMD/DF-1/122/2016 dated November 11, 2016, the cash flows emanating from the Debentures are mentioned below by way of an illustration.

(Per NCD Cash Flow)

Tenor 35 Months Coupon Rate p.a. 8.75%

Payment Date Interest Calculation Date

Payment Dates

Actual Interest Payment Amt per NCD

Subscription Date 30-June-20 30-June-20 (325,00,00,000) (10,00,000 ) Coupon Payment date 30-June-21 30-June-21 28,43,75,000 87,500 Coupon Payment date 30-June-22 30-June-22 28,43,75,000 87,500 Coupon Payment date 31-May-23 31-May-23 26,10,01,712 80,308

Principal Repayment date 31-May-23 31-May-23 325,00,00,000 10,00,000


i.u~


ANNEXURE IV

LIST OF DIRECTOR ALONG WITH THEIR OTHER DIRECTORSHIPS

As on March 31 2020 1. Mr. Ajay Piramal

Sr no. Other Directorships 1 Piramal Enterprises Limited (‘PEL’) 2 Piramal Glass Private Limited 3 Allergan India Private Limited 4 Piramal Management Services Private Limited 5 Piramal Fund Management Private Limited 6 PEL Management Services Private Limited 7 Pratham Education Foundation 8 Kaivalya Education Foundation 9 Tata Sons Private Limited 10 Piramal Foundation

2. Dr. (Mr.) Swati Piramal Sr no. Other Directorships 1 Piramal Enterprises Limited 2 Piramal Glass Private Limited 3 Allergan India Private Limited 4 Piramal Management Services Private Limited 5 Nestle India Limited 6 PEL Management Services Private Limited 7 PHL Fininvest Private Limited

3. Mr. Khushru Jijina

Sr no. Other Directorships 1 Piramal Asset Management Private Limited 2 Silver Pearl Realty Private Limited 3 Tarapur Infrastructure Private Limited 4 Piramal Securities Limited 5 IndiaVenture Advisors Private Limited 6 Neelima Investments Private Limited 7 Piramal Fund Management Private Limited 8 Piramal International 9 PHL Fininvest Private Limited

4. Mr. Anand Piramal

Sr no. Other Directorships 1 Piramal Enterprises Limited 2 PEL Management Services Private Limited 3 Piramal Management Services Private Limited 4 Piramal Water Private Limited


i.u~


5 Piramal Foundation for Education Leadership 6 PRL Developers Private Limited 7 Piramal Corporate Services Private Limited 8 Piramal Asset Management Private Limited

5. Mr. Suhail Nathani Sr no. Other Directorships 1 Siddhesh Capital Markets Services Private Limited 2 Aga Khan Agency for the Habitat (Section 8 Co.) 3 Mahindra CIE Automotive Limited 4 UTI Trustee Company Private Limited 5 Progressive Electoral Trust (Section 8 Co.) 6 Salaam Bombay Foundation (Section 8 Co.)

6. Mr. Deepak Satwalekar

Sr no. Other Directorships 1 Piramal Enterprises Limited 2 Asian Paints Limited 3 Home First Finance Company India Limited 4 Franklin Templeton Asset Management(India) Private Limited 5 Germinait Solutions Private Limited

7. Mr. Gautam Doshi

Sr no. Other Directorships 1 Sun Pharmaceutical Industries Limited 2 PHL Fininvest Private Limited 3 Capricon Realty Limited 4 Banda Real Estate Private Limited 5 Kudal Real Estate Private Limited 6 Connect Capital Private Limited 7 Aashni Ecommerce Private Limited 8 Sun Pharma Holdings 9 Sun Pharma Global FZE


i.u~


ANNEXURE V

AUDITED FINANCIAL STATEMENTS

The audited financial statements of the Company for FY 2018-19 and FY 2019-20


Au~


ANNEXURE VI

COPY OF THE RESOLUTION OF COMMITTEE OF DIRECTOR (ADMINISTRATION, AUTHORISATION AND FINANCE) DATED

CER'.li.ll'll!D"IE.u::E! COP.It OFYHE !KESOL,UTION-PA.5SED AT "IiBE l\/lll!E'.D:SG OF 'Jr.HE COl.D.fiFI"il:'E •OF DI:RECTOR.S c;_-'LD."oD!',1IS'l"R...~'liIO:S • • ~UIHORIS.."-TJ:01' & FD,_~....-Cl'!) O F PIR.-"LL CAPD:'AL & HOt..-sn,.G Fi!XANCZ ~ (iPORA.l!i!'.RL Y 1,::NolM'ii -~ PliR..."-M...'U... :ex:n:SIN·G- PJXANCE Lnll'li'ZD_) ~ O:<. llO:,,.-;DAY. H •- .n.r.."E. J!OOQ. -"-T l.Jtn.fl:l_Y:

~1.lllED n!.'\I in ~ -,rib. !Ibo, ~ pasS<O<i lb?,· 1bo, 1',J~. ,a_f -!b;,. ~ at ·Iha, .~ L ~ ~q !!>a/id -. Joly 29'. :?019 a.aod ~~ 1D nu:h a:!araFP'O'.-als.. c--. o,:d! =-. as r=ry- It... ~ a~-:Ll c::f i:!» Ccmmr,aa af Dnctcn ( Admmi:itr.L'.Sr:m. .'1i:u::hacia .. -:icn a.aod :~) (",:m, eo,_..mu") b<> ~ is brmK:y le?-""' fer :i::.~ af SG.:-==d. ~ L&-»d.. ~ bla. Nc11--c«,m.,gcrti!,/,D :C..~a (".11).,be,un,a,s. ') ci a .aa::a:a,J =ha ,af Rs.. l 0.00.000 _pea daba:::m:r,a, ~ U? :u :!l-. .J"...S crm,as. -ism am. c,p::i<,a. ..,. .=nn ""-'"rsuh~ ·.::;, 1:o Ks. 11s ~•. ma1 .,._._ :.ii» ,,_.,.l!,1.-ti:,g IID :Kl.. :500 Crmvs, ~e'.i,. a..i pu- ~..., ,.-:,ch mi=- ~ c~ au. ,,,..al:i::x:-,d. i:, Iniiacm.a::'i<m. J,,J~ ih.,..,I. .l'=,o;o 29. ~D 1D b<> a::ib>od ::...- 'h ·-=rum; :Etnnc:i::eg; a..c~-rs-•. -:n .n;ap~· :i:I. car::z:t:ne ~ zmil =~ Eb. lr-~as: ~~

:R:ESOL,;.'"ED l!'°""..:JX:rt-il!ll:. if.HAT e.a. "'iicr;,m,aotioaed ~• ba ~ i.mdoa 1bo. ==1inl!h •~• =trod by .....,_-,- o£ Dead af B:t~•::io111. ( ' DOH') a.aod Debeu==o Tr= D-d. = Dead cf Y.n~ ('"DID] fer 'WC~ damm=vs ag;:,,o~ ~ t,o :!l-. 7 . :SOO a:m,as,. ID 'bD .i:..auad! i:a. tC!IDjj, C!!I" ~ tta.IU::ha.s. ~ ·ti::::m:ai 1r:I ana cm. 1!ba, n:ic::m. and OCl!::d:i::::ic~ iU,

..... ,. lb9 u,t O':% .m l1ba, ="~ doc :::,am; to..,.. .c .-u»d. era::, %5 •IJC> 1:ima,. ,.,.,.""""'d. CIII. ......

~ . 201 S. ~,a~· p,:=u.,m:, ilO ibi> :ro~ Ja>-=I by th» Coc2ni::""" at h """""~ h.ald ca. .July ::tl. :!al S;

:R:ESOLi;.'"ED l't.1"'11.IHEB.. nL"-T d» a.::..,.,aid o~. • swd...,, 1m wt,a.,,,.. -,...._=:om: o::1bo. Na.t:mwl Smck i:a;~...,.. afh>di>. Lim:b>d. amd BSE ~

:R:ESOL,;.'"ED lfUl!...~ '.IH.i!LT ma Ccmmii:»a al,,a .i--..1,y ,g:,par,.,as. d» .~

i. A;:p:t:SJh:Yult a£ CJ\RlE ~ I..z::i:»d ill, !!ha, ~ -~DG)-"' art HJC!a tliinm. zad. c,:llllli:ir:Jc:,s iH :i=.y boo .... a::=,,Gd b<rm--11 mo, ~ z=-::1 ~ -~m;:i,-;.

ii. Aff,cti:rrrwm -oc!: Natial>ol SK:r.un,s D...--Jm}· J..ia:lad. ('NS"tD:L "") ;omi•..- ~ L Do_pomxy Sm-1.-rn r(ID,m) ~ ("'OD5L ") au tl>oa ~• :mr th» :i,.,._ of ibi> ~•; amd

.iii:. ~n:::am -.f" Liailc Imima, Iad:ia !?ri=~• LE:aa.:1 as, ':boa ~-_,, ..,. tl>oa is~- ot! 'ml> ~.;

:R:ESOL,;.'"ED ~ Tt-L~T Mr-. Kh=hru. 1:jir:,,;,.. Y-~. S-.:dm. l!.211.-:, ::O.!:>-. Sac!a:n. Daoc:bai:. ::O.!:>-. Kmw Sh.ah. Mr-. V .p,l ~ Mr-. B:pa. Sm,.:!,, y_.,._ Sll:lldlN!;> Clawfa:o. ::O.!:>-. ~ :oi.:.:.w.. ::O.z • • "l=m: Ka..7d,a,a,.,, M:r.. Sa.aj,>.y .Ju,. M ,._ '4-~ -~~ :MJ-_ Mcidul. ~ amd !!>.fr_ K.~ &.;,,rt ('"~e.ill !P'er.:.a="") ~ a.a.d! ....... .l:,o;...--.011:)• <,,a~- ~"""ed :u:

i. ~!JF.Dba andJ :mu.f:i:m, fma ~ ~ 0'2lilD' bai:ms a.:id. C,U~ nl~~ 1D 1m ~- B,';;--=::ia,. ~ i3 :ID.,SllCE'li to -.:riKm:I. 1hs, ~- m,a, r:o Iba :SSU&id <El

¢i..mm ~ ..csac ihn~ --~ .... ---. - -,._.... ..... _ ~......_ 1 CMUC .... a:•~~L

..... ~ ...... _..,..__ ....__,,.._ .-.......... ~ ... 111'9 .............. _ ...... _~.._ ...... .....__ .... ~

,. .... r. :a;t~■a:m: ... -. :uii~, .... _ ..


Au~


.ii.. a.cc.Gp< a::,dJ .....cu:m -a.., tr.ll..l:laa~ dbcu= zz,d -~ =ad ..,_=-•~ ~ ~• ill.Dd ~."'1:ic:llrl 1D -:!,a ua=s, ,md ,ocr,di::ima; ron:brirJPd Ca. elm Tnm.;.a.c:ciaD. Documani,s, ('.u,·hadmr lbco:fi:Jn. er ll<fm:c-~ icef 'ii» T:no.n:a-r.:i<,,a. Dac-u=a=,.} r:~- ·smm. aCI ClChsa- ~ . ~ . ;;,,.,, ......-a:., -..tt>ilrlli ill.Dd v.~ ~ i'ir1. ~-- v.-:c!,. er ~ 1D, U- "'J'=.cti=i ~. a s. """Y b<o """'""'a"-"7 - ~ii.=- u- a!ir,n;n5 pr;:o:paw, i::,c:~ to ~ and- d;,-p,:,.-x:l:a al :6:,cm,, ~ duc;.:wawtc. co -.tzich ot is a p:a.n::,r as ......_11 a .s. 10 aoAI\?' ill.Dd ,mcu:,a. am;:,· ar sn:'t:r P "1l!o t>o i:ba Tc:z.=a..cticc:, °"""1:m:Rat,; and! alba:r ~ dav.=:ea:;:; a.n.d oc,su ~ ,._., """4 v,·hou:,. .....ca.s.u:y =>Ii ID m,h a!]. s.,-.x:l,. :fn::,,:l:am- '-'""'I?"- ._'lo :,;ray li:,a ~ OD [!;1"" ":$a.ct iX> ~ a:fi::rs."-2.:id.DI ~~

.iiL cu ..... ~<.::ch.~ .. ~ I..,n,;J"'-=• Ca:,s;--'....n.::,t ,md ~ ~ ,md

.,..~,.. and - mo_. pz:i;abla m, cha:m. zzd tl ocm.:,: po;a=n:. ?"""-~ ~• ..~ :a.naciz.o~ wah -tbs, a.D<I! :i=.--.:m o! De.~

h.-. ,:m.ko, _,._.._._,. ~.._-:xm. !!'ar 1";:,rnc::- ~'2.'m• 1X> C.."llitE Ra-~~ and aa;:,.,oa,m- Cnid:i: ~ -~ J1i-:!,a "R.a~ ~ . a.ml s-.z:h. athar aa,l:ic-ab:<m. IIO a!J. ,.-...::,h. ,a_-:::dxzr.i:io;• ,.., :au.Jo· ba, :u,oc;an au:y c-c:m. a:ar;, t>o -ti:z» 6:r i;,w:]>0!1• -af i:1- cf r:l» a.:~i:! ~

,; r:u din LC . ,~ . ~ . l»40lds and ~ ~aua:ry er ~<.nbla :i:::, C<l:lmaCtica. .,..:ti,. ar ~ ID ?~ .. ~ 00 d£s r5o""1utin:::, """4 1D..,....,,..,., Oil.~ cl ma C a,DiJomy <,-...::,h. ~~ do>cu:m,at,; , ..,_~ a:nd ~ in. d:c -=...;aril;

~SOL'VED il"UR..T.REJi. 'TF..IAT :in, aadi:xm m, -:ha, •"-'ICbaci-..dl :II~• - Ru:cm -5:hir.ri and V :ii:as T.,....:1<=. bo> =>Ii :a.r;;, ha:v'b],· --~- .. ~ -xc

i ~ ID5! ~as~· a_~G:,2;-:i::a. .fo:r Cnilatia:L rtt T-rr,ans,r:ian,M Sac-m:Dlils. Idaa::i:S::.at:ia:::a ~u:mhar ('"lSIN"') - N a.-:::ii::as.l Sac-=i::iol• :0...-ih:l,-y ~ ("'NSDL "") ill.Dd Cm=aL D~·~s. Lc:ti,,d("i:DSL"");

:i:i. ta.k» a11 .-tap<, :mr aua !?UJJO'"I' -af~ d aua Dial:,c,:r,c-.:=-_. cn. rfba .... -m-r ... ~ aa« ""'~ ctf-tba, N~E S:llCl< E ':srh•n!!J" dl:,m;:,, ~ andBS:E ~

:iii. i:::aloa, o;.-...::,h. a,pp!ic-artia= """4 110 fin.z.E:;g """4 ~...::ubl. m. - c£ - ~ - tl - dir:tn=,p;-,_ ~ . alba:r ~ and ;lo all. "'"""' ac-b and. -lh:mg; " " .r=,ry 'm rsq.:::r,adl == th::, ll""P"""' and

EESOL-.;.'l:D Ftra:.t"B:EJt "'tHAT di,, ~ "trDa, ccpJ,. cl mo;, ~,an :rv-.ci:o:::ic,n. =-dar a..,, ~,:u:,o of z=r ,af U- a.::m-as;n5 ) llln:baci,-t] F,a,.,,,,.._,. 'm .6=a.·L-.d:..d 1D TIJd!::i .,.......,... ar

a.w:bi:iriliM. ,u.~- :niaq;::r,ad! :roe::, - 1D - -

- .. : ::,.!:=.b:,:; Ds,le,: .J m» 29', ::x:co

C Prtiibedl- t,.e, -!fer Pil:sauil •Capiw &: Ho=:mi= Fi:aumc,o, L:ia:llibocl

... -..~ . ....._._....__ ...... __,__.. __ ........,.... _ j

IC:aol~ . .11:~~■UCSIL

B IPIN ;,=_~ SINGl--4 --~

Bipi.a~ ea...,_,--:se-c.-.,u:my

_ ,.._ · ---- ~ --,__ ....... ..._ ...... _ __ .._. _ _ ......., _ _ .. .-i __

r ~ L :;a.r-a:a-■~J.-- 1 >'1 ~ _ ..


Au~


ANNEXURE VII

SHAREHOLDERS RESOLUTION COPY OF THE SHARHOLDERS RESOLUTION PURSUANT TO SECTION 42, 180 (1) (a) AND

180 (1) (c) OF THE COMPANIES ACT, 2013 a. Borrowing Powers

CER.']"[F]El) TRUE COPY OF THE SPECIAL IU:SOLUTION PASSED AT THE EXT.RA ORDINARY GENER..~L l.I!E'.ETE'iG OF THE Al~IBiERS OF P.IRAM . .:\L CAPITAL & HOUSESG-FDi"'--~'iCE LDi.ilTED (FOR:ll.iERL Y~O,l\iN AS PlR...U.lAL HOL'SING FES.'\.NCE JLID..iITED) HELD ON AIO:sIDA V, 1l T H ..n:r.im, 2011 S -~'T llUMBA.I

1lES0L'l.!ED llL-'i.T p-x=ani: m:o du! i;roviti=E. crf Secci:m ISD(l)<c) and oiheI appli:able pux-is;ioc;. if ate.:!-·- o: du! c~ _-'i.a: • . :mu ~d 11,,m ™.i ma.de che.re.tmdl!;r (inclrling oW.)" 5ti1._ruto:ry mod:iii:a.tioc(s ) «- re-e.nacm:iem(s) che.reof fur ilhe time be.iDg .in force). c~..JI[ o: rlbe. CDl!Dlbu.i of -lb:, Ccu:apacy lbe a:n.d is ~~• accomed. to the :e.oo:rd o: Dilli!c= o : chE! Oampacy (beremi'le:r ref-erred oo il.i · c1te :e.oom·. 111.-:hi::b =. .it:wl ·icc:i.>je its C OJ1:mrtee{.i) CGC6tinu;ed / ·to be con.s:t:htted lby ii· cue this; !JJUIP05e) to banvw illlY = Qr s= of i:na::iie;;. aa:dfor to rece:l'.-e.' a'l.-ail. of ma.m:iaJ ai»ista..m::!!' oc to ·rm.tien.ure ft:wrc:nl ooligiu:io:a. iil a.uy foam. fr(E] time to UI:.,e. from acy ooe oc mare !Fi::a.n..--iaJ Imcinu::io:cs. Bank.s.. F-:mds iUHL'or from od::er persom. :lii::m;.. bocm!s Corpm:llCe , :man.al :fimd; «- en.citie=-. 11,oheth& ~ • ,a·a:!'· o : b?.ru.. a.cn'a.l!Cec.i, ,deposi:;; or lb.ill.i disc~ .issue o : debl!c:rures. bmuis. con:m&eitl. pape;r.i. finao::m arrangen:em «- oblgarilms or oft?l!n\115e and wheche.r illll.SeCJlll'ed. oc secured by DJOJtp ~ - chllg)!. bypoiheGaticm.. iiec oc !P-li!d,.."'e crf !lb!!' Ccm:giacy" s. il.i se Ci iLDdJ propercie.;. wted::er m:l:IID\'abil! oc :mxr.-.i.ble Cl[ .iCock-:in-ttade [md.1.ding lrillW Cllilli!mJs, s.10:ra;;.. spare [Pl!liu

a.n.d cai:.pall.!!Dt5 in. s;toc:k a:- :i:l ttimiilJ, m:- ea.·adl:- in- i;rcr.;rass. a.:n.d an or acy of che 'llllli.e:rtillk:ings. o:: che. Comtpacy. ~ 11:Bt ~ monies co be· boairowedl 1D"c,--etbe:r -wilh the CDOCIEci a.lrea.dy bac:rn•;r,ed by ilhe Company ( ;q,an Ei:or:n C!!C!!Ip(IF.uy m.ns: obta.i:ed CE TO be obtirined frlEI. the Cai:.:ii,1,n.y's badten i:c the ord:nuy cour_;e of l::raiii:E,») ll!BY e.=eed ilhe ;i,ggreei,1E !!)cliii-up mare capilal of -lb:, Cooq;wq.- a£Cd il:s free resen-e;;.. PRO'VIDED TI-L.!!i. T the to1aJ 4ll:IXlllD1!, 50 bomrwedl !lll.d ~ a.t Mr.~· pain.c 0:: rti::m! shall DDt e•"&Ceed Rs. 6.5,000 CCOCl!ci

(Rupee;, Smy Fi\'!! Tbau.iandl Cra:e.i) o,.'1!!" and abol.,e cbl!! a ggreei-11!- o: du! paid-u;p share c;api:al of tte C0CJ1PiUIY ~ m free, re~ >H ]l[e-.,aim:\g from ilime co time.. ~ .. -e of :iDl:ues.T .m:d other ~ - aa:d ml! Boiud ibe tit.d 5 ba>.re"by a.'lltbm::izcdl 1:0 !!!.'ileCl.ltE / ca.u.s:e co e~ such ;i,gree~ di!"beJJll.l:le CTl6-T deed.s.. :iJ:u:lel::l'.I o: CJlC1!1g11,ge, deeds of lcy-polb::cacim!l l c.harge. 1iesn. :pccm:s.iOJY mtleS- andJ other deeds and 2llib ™-Ci or r.n:ili:rg; coctai::Tl~ ,;uch r,rdirims a.n.d. cm:enam:s as du! Board ma:Y" 1b:iJk :fit a.nd proper:

RE.SOLVED FURTHER. THA.T du! Board be illllli is heieb.!,· il."lltbm:ized 1:0 do i1Il s:'UCb acts.. di!e.:15.. !ll:lll.tten amd 1b:i:lg5' as mi!Y be nece:.s~· or e~ fuc m in. cOC112citian. with. 1bii Res.o]w:i:m. !lll.d to ;;.eUle ;my qanti>D air difficult],· 1.ba,t !ICiJ.Y illi.e :i:J 1bii r:e,g,ird in che. bes.1 :iulleres.t of -lb:, Ccm:p.u:.y . •

Date: run.e 19. ::!020 Pbce-: M:mmaa


Au~

Ce-rime-d ·to be Dlle FOlr Pi:ramaJ1 C~pib'.I. & Hom:i.Qg F.inani:e Limited!

B IP IN ==:: SINGH ~-::'-.:

Bipill. Siagfll C~any Secn,t.m::,.·


b. Issue of Non-Convertible Debentures on Private Placement Basis

C!ER'HfliED T.IUJE COPY •O F T.HiE SPE.CL.U RESOLUTION P~!%SSED AT THE -~""1~-UAL G.EliiER..AL UEJETES;G OF 'F!EIE ~~IBE!RS O F ~.U. C<U"Il".<U. & EIOVSJNG FiDf(ANCE LJliilDTED BEL]) 0 " MO:siDAY, 2JII"., ,.FilllL Y, 20H _'I.T :!iillll"MBA[

"'!R:ESOL'IJEiD 'IHll..T Jll.lISW!l!.ii to 1fe ~ of 'Sectfia::!i · ' 1 a:ad ,oc:ba- ,zq:pli:aih-'.~ ~'Eii:!o; . ti' ,l);ey. oo the Crcrp-11r 'e« .. '1l.c1. 2 0 l }\.ct '). :ri!!ild r.1oiib tlJi! C.m2,1pal:lle<5

ro5pectn.i, illlll! ~'\Il:itt:m!a: o:: Sea.JJ:im!s) F.11.ili!s, 2 0 and ~ 11D i1h.e provi.;i:xl.i. o::i' t t:12 AIITlil:::.li!s of .As;;ocizl.li:m. o::. ilh.e Gon::parr:)· an.i !illbjecl [I) c.on:pm=e v.ri:h ;,am dO!.e,:i: !JIOO'i,-'limi a:-'la-<i!o' 11s maryr be ,.111:pli: .aih-'.le ~ l a:: tru! l:Di!mbeE be ,;md iE b2:ri!!'by ac.oe£!'.Ed! ~D ilte !Booirrl! oa:- D:irecbar:- of i1h.e .. ~cy (' ilbe Bo.u,d' . ·ra·h:c.b remi. ;;:hail :iDdDi:; m; iruJi,· e:mglll!,T,&ed

~ (s.) c.cm,"'1irotedl to lbe a!Ciii::iluted! by :it far 1hi5 :pm:pose) . to, offi=...r oc m"lli!! mbscriptim;, fN .s:erured/ ·uns:ecure,d :DGOseom.ertil:li! ~ ( ebemmes. '). iJ one ,:r =e serie;/ ill'llixl!es., <illll ]ri'.a.1E p:ace:J!!lel!t baG~. on s.w:.b. ill!J1!0i, an.i ,cOILti3i:xu.5; 5 ilhe &Md i!Cillf, from 1mli! to ciII:2. liE,1Eitiline acd ClOCEiii.eJ: :~ ao:l =~ b=-' .. nefr.il.l co, ilhe Coll:pE:.y. !inrludi:Jg as [I) · ·hen tlu! IDi?b,,, . .:nmres b e :is:e11E!J!l.. 1te ooa;~ fu:r tl!e :~~- 1lliliz:atm of ilbe :is;:11f! :i;roc,eed;; illlll! 11 ™1:ters cocm.ecill!d rfh.erewxh m- iiid:lemaJ i:b.erem PRO'l..!'IDED• TI:L.4.T 1fe ~ooll. il.IID1IIIll i:h.l l DBY be s o !Lllised! iilJ the ~te. iiJy sw:h ef..fu o:r ~ ·-ii£ rub-~ of ilh.e D~s. am.a. O"!IL~ ait a.ny poi:it of i:i!l:P. ,;mil ibe v.rm:hin ml! O'.-e..rall bo:Er,awing Imit ,115 i1_11);rOl.'eci! lby fre sh.iu:ehol::\=;r-; 1IDila" _t:ti:m umc ){c ) ,a: i:l!e ,--Olllq'll rn=,; A.:c:t, .JDU ;

RESOLVED FURTHER. 'FHAT tlu! Board ·1:e n.nrl! is l!E-eby auih.orized to lib ail 51.lC.b, • c i'.i . deeds;. !11:dtter.5 am.d. ~ a s m.iy Ille n:,cea~- m-~ "'oo o: :m ,cCIJIU!.c.rtica, w:ilh 1bi; ire ;:,nlllti:m m.d 11D .5>:ttle ,aay ~.iWII. m- ll1ifli=Jt)· tmit !lllil,y i!rl.e :il. 1fri.; .f'eL.~ .in thi! ibe5 mter.e ~ of 11:1':e C'on:pa,n.y -"

Ce-rtffi,e,11 ·h) be D'lll l! .il:i'oo p ira.mll] ::rpmll & HOIIISDlg F1:1121Ke Limited!

BIPI ==' SI G. ,___.,

Date : fllll:e :?9. 2021) Bipin Sing . Plllc:e-: M'lil!!lllll i ,C o:mp.am;y Secrell:D!i•

For Plramal Capital & Housing Flrtance Ltd.

i.u~


c. Creation of Charge

Ch:B:.ltl.ifl:I '~:Lrl!: .ECL.'ll.. RESOL-mo:N ~ BY 'li'BE Ji.'IYIYCBEiRS: OF ~"ill.. el.PIT~ ffOu""S:IN"G F.IN..'ll'i:CE LlllJI'.il"Ell O~Y E :NOf~ _ . PIR.."1.2i11L.."I..L iHOCSING Fri,_~-..""Vl! iLI&lll:if:D -"1.41" ~

EX'il'!R...'%,...ORDI!N..~ GENiEIL"I..L l!'i .. E:!El!:'.1:sD',"G H:E:LD o_.· 'li".HUE:SlD..'!1.Y •. ~ER. 28. 1 -~ "F ~

""RESOL ;'ED 'ilE.."i.T = ,a£ tt,,;, ~~- 1K, ..,,,a !i,a ~ aLooarm--d D i!h;, B<mrd ,a£

D'.r..ct:,,ra ~~ ~ iD "" '" i:.m, Ea=d?. u·lli::h •= ofraD """hd.a, r. C -, ----,{ ), c-<ln..--t:i:b:cad I 1D -=m...-tra:ad ~ - i:i!· .focr i=. :~") ~D •=•"'"~~ ~.;,,a!,!11>~ '1:a!mrg,a o. m ..:0 cr

of · · :mc,;.·:,i bl;; a.ad · ~ ' -~• o,;ml "-'• .. a<-s.. l:xt:!, _p,as. - "'-'liCll ~ er m ::ha, = hz»• a,- •':ii=~- aN, ....i:,,,,:.. a:;: tb,Q ~ = ~ c:f" tba, Cr-n;p,,ay • ..:~~~ T" CE"~ ~~r.:u. lili"'i::::a ca ~13:Jd a:- ... ..a:c1,;~· ,a:r ~ 1 iill ·tu 1i:1i.! ~;;;,,•~. cf m>I,·. ~d;:,• =-md. er !lo -~ =md! iic,, fimlm, by tha ~ -. :...-"'~ """J-" ~ >..::ie"• amd\c:a: :.,.,..,. a£ dioal'.....-n:trr,.,, I "b:::n,d;, :IIJ1d:."mr ~• :zu:mA:1,· -azrr mmn.:: - .,.,.,,.;,,,,.,.~ ....- ~lions, ........,;;...,.d-'t1:nd•a:12!l<1am,':m.2.d:i """ :tat :nn.y l:,o;, ~~~ b y !!ha, ~~- .......:l.'-ao" "-"'Y .rcaa, .,,.-~ a£ b .,,~. i ~ .::rc:p,TIW"-, ba:i, ~ a.ml "1m.t -wil:ii=h. ,:na7 1K, ~~d!o:n: ~ a- ~ :m :6.d:u:n;, ii:, lDoli, er. ~d. -.rilh. ~-= ;:.,.1lm = 1:b;;, ~:c:Jt, li:u.:..CDQ= a..ad. -~ o:f ma Ctt~ ii:, ~ •••;q • o:f ~ m. "1licih iila.cm.:a mid . .:: <:nditi,rm·· ..:nd >rt .,_,.,=_h ,mm, • ~ :i:::i ...-u.:;h. :Em:= . ..,,,a ~ "-• -Iha, B.,...-d """':!-- G><lm1 :Et. = -fl:m. ma ilota.ll oi:m.l:a:Ddir::tg mna::::Di: a:.t ""'":i'" cm,a, "" .,.;md_ ,.l!,:,iD DOI: '"""'·'"'4 t:bla. :zm::o::rtCZ5, ~ . ilh,a, ~ "Y tba, =•-"L:DDJ. !?"'-"&.ad! at tb..>a -™~ Jl'=U'=E Ix>~ .LIIOQ.X c ) "f" t:... c~, _"I.-. :m 3-~ ma .hi,;;f>,a,:,-~ - ... . c: .. y baa _., ,c--oc:...o:ad E:,; -:ha, Crrn;p;,rvy fr1::c:D cm,a, to ti:m- :i::,

:l:imo>a. ~-;'.m,:- ,;,.db_ ~-"I: ~"-. o,;m} ~ :,:c,;= .-t:_ C -C<. ,,:-~,- ~"'••

~=::io:n .i=>d oa-:,: ~ :ia= :i:::> c-c:~ r:,,,:~ A..-...rD ".11R...~T 1:hi.. o=:::11:

...:mll. a.1:."' ,:ha <'™.m: cci' -:ha,~ UDdac-a.D>il DITTIICJJ·i,,IJ;od ·~ • ~ l lil0(l)(a.), ~ o::uo;;a- ~laa- -~ - ~ a..u;y. rzf" tl:,o, ~ . -~ '.HI .3- (":mo,~ ~-~ •) ~ th:a,a;ccf" ~ i:hD 1:i:Dia, ~ en. -~ ) ..,:,id ~ • appli:al:::l,a, mks c:D2lm, tba,-.,i:cm.:1_

E:ESOLVED FL-""Er.E:-::EE:. 'lF.FJ!.i.T i:ba, E=rd baa a.nd! !iaa ~by "-~ to ....d. ==-- ·m !?C'""...piu;;;,. -~... ~"'' ..,,,a ~ "'"' • - o:f tm ~ - ~ - dr;i,;;,d;.,. ~ . ~~ ~ a.ad~ ""-"Y 11K, ~~• :z,:nd,'a:-.a~ :a:r ~~ ~C--: 1:i:J -d:Jia, ~~ .rn~ zmd c!D ~ i!I.D.d i QC" a.3Jia: 1:1::uii ~ i?l.=dl ,:-.17"1Jrntfcc:r;, ,ti" ~ . ~ a,a.,-1:ad, . ti iba, =-bad! • - ~ .. rid! "" .a:=!," d,ac;:m, :Eit m:,d ~ 1D rt.. :z,ndl.a:r ,C.2f.lJ:rn rf:o dilJ r ~c:f:::... ~ Dl2.."::.a&. a:IJd ~ i!.'-;. !!n!I:-_ ~Ci!::~••• ~ • ~-Dt ~ :a:r c/:,a pa,pc&l> ,ccf go.~ ,;a,:fi:~'j CD !!hi,;, "1>a~~ _

n.ui.,= I-=,;, 29... 20::!D ~"'=-~~


i.u~

Ce;~ a,- !i,.e, -"tF<:r iP:ir.a:m,,,,J C-;p:i.a.l .:!it H .oeu:,m::: Fm.u,.c,e, L:i:mi:t,,,d!

BCP.IN;:== S IN,GH=t""...,,.

Bipm.Sia;:& ,Co:"""J>""DY S.,,cr,e-~

B S R & Co. LLP Chartered Accountants

5th Floor, Lodha Excelus, Telephone +91 (22) 4345 5300 Apollo Mills Compound N. M. Joshi Marg, MahalaxmiMumbai - 400 011India

Fax +91 (22) 4345 5399

Independent Auditors’ Report

To the Board of Directors of Piramal Capital & Housing Finance Limited (formerly known as Piramal Housing Finance Limited)

Report on the Audit of the Standalone Annual Financial Results

Opinion

We have audited the accompanying standalone annual financial results of Piramal Capital & Housing Finance Limited (formerly known as Piramal Housing Finance Limited) (“the Company”) for the year ended 31 March 2020, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone annual financial results:

(i) are presented in accordance with the requirements of the Regulation 52 of Listing Regulations inthis regard; and

(ii) give a true and fair view in conformity with the recognition and measurement principles laiddown in the applicable Indian Accounting Standards, and other accounting principles generallyaccepted in India, of the net profit and other comprehensive income, and other financialinformation for the year ended 31 March 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Annual Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone annual financial results.

B S R & Co (a partnership firm with Registration No. BA61223) converted into B S R & Co. LLP (a Limited Liability, Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

Registered Office: 5th Floor, Lodha Excelus Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011. India

B S R & Co. LLP

Independent Auditors’ Report (Continued)

Piramal Capital & Housing Finance Limited (formerly known as Piramal Housing Finance Limited)

Emphasis of matter

(i) We draw your attention to Note 13 of the standalone annual financial results regarding theaccounting treatment relating to the scheme of Amalgamation (‘Scheme’) sanctioned by theNCLT on 6 April 2018, has been accounted under Purchase method of accounting as perAccounting Standard 14 - Accounting for Amalgamation in compliance with the Scheme which isconsidered to be an override to the relevant provisions of lnd AS 103.

(ii) As described in Note 4 to the standalone annual financial results, pursuant to the Reserve Bank ofIndia (‘RBI’) directions on ‘COVID-19 Regulatory Package – Asset Classification andProvisioning’ issued on 17 April 2020, the Company has recognised expected credit loss(including management overlays) on its investments and loans to customers on account of impactof COVID-19 pandemic based on its assessment of the information available and the guidanceissued by the Reserve Bank of India on granting of three months moratorium and the resultantasset classification relaxations to accounts classified as standard as on 29 February 2020. Further,the underlying forecasts and assumptions applied by the Company in the determination of ECLprovision are subject to uncertainties which are often outside of the Company’s control. Theextent to which the COVID-19 pandemic will impact the Company’s current estimate of expectedcredit losses is dependent on future developments, which are highly uncertain at this point.

Our opinion is not modified in respect of the above matters.

Management’s and Board of Directors’ Responsibilities for the Standalone Annual Financial Results

These standalone annual financial results have been prepared on the basis of the standalone annual financial statements. The Company’s Management and Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rules, 2015 as per Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 52 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone annual financial results, the Management and the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company’s financial reporting process.

B S R & Co. LLP



Auditor’s Responsibilities for the Audit of the Standalone Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone annual financial results,whether due to fraud or error, design and perform audit procedures responsive to those risks, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk ofnot detecting a material misstatement resulting from fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are alsoresponsible for expressing our opinion through a separate report on the complete set of standalonefinancial statements on whether the company has adequate internal financial controls with referenceto standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures in the standalone annual financial results made by theManagement and Board of Directors.

• Conclude on the appropriateness of Management and Board of Directors use of the going concernbasis of accounting and, based on the audit evidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significant doubt on the appropriateness of thisassumption. If we conclude that a material uncertainty exists, we are required to draw attention inour auditor’s report to the related disclosures in the standalone annual financial results or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor’s report. However, future events or conditions may cause theCompany to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone annual financial results,including the disclosures, and whether the standalone annual financial results represent theunderlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

B S R & Co. LLP



Other Matters

The standalone annual financial results include the results for the half year ended 31 March 2020 and the corresponding previous period half year ended 31 March 2019 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures for the half year ended 30 September 2019 and 30 September 2018 respectively, which were subject to limited review by us.

For B S R & Co. LLP Chartered Accountants

Firm's Registration No: 101248W/W-100022

Venkataramanan Vishwanath Partner

Mumbai Membership No: 113156 11 May 2020 ICAI UDIN: 20113156AAAACC4339

VENKATARAMANAN VISHWANATH

Digitally signed by VENKATARAMANAN VISHWANATH Date: 2020.05.11 12:38:57 +05'30'

Piramal Capital & Housing Finance

annual financial re ults and the Cmnpany will continue to closely monitor any material changes

to future economic conditions.

5. !Effective April 1, 2019 the Company has adopted Ind AS 116 - Leases, which requires any leasearrangement to be recognised in the balance sheet of the lessee as a 'right-of-use' asset with a

corresponding lease liability. Accordingly, depreciation has been charged on s11ch assets as

against lease rental expen ·es in the previous year. Similarly, interest ex,pense has been recognisedon lease liaibilities ·under finance costs. As permitted lby the standard, the Company has applied

this standard w.e.f. April 1, 2019 _and comparatives for the previous year have not been re..�tatecl.The effect of this adoption i.s insignificant on the standalone annual financial res11lts for the year

ended 31 March 2020.

6. On 20 September 2019, the President of India promulgated Taxation Law (Amendment)

Ordinance, 2019 (Ordinance) which has introduced a new ection 11 SBAA in the Income TaxAct, 1961, with effect frorn FY 2020, giving an option to the domestic companies to pay income

tax at the rate of25.168% (inch1sive ofsmcharge and cess) under the condition of foregoing

ce1tain specified ded11ctions and incentives. Prior to the ordinance, the applicable marginal

income tax rate for the Cornpany as 34.944%. The Company has decided to avail of this option

of lower tax rate effective from the year ended 31 March 2020 and the provision for income taxfor the year has been cornputed accordingly. The Company has WTitten off accumulated MAT

credit of Rs. 50,461 lakhs in profit and lo account for the year ended 31 March 2020. F11rther,

the accumulated defer.reel tax liability as at 31 March 2019 has also been re-measured to 25 .168%which has resulted in reversal of deferred tax liaibility of Rs.13,174 iakhs in profit and loss

acwunt for the year ended 31 March 2020.

7. Figures for the half year ended 31 March 2020 and the corresponding half year ended 31 March

2019 are the balancing figw-e benveen the audited figures in respect of the full year and year todate unaudited figures for the half year ended 30 September 2019 and 30 Septernber 2018

respectively.

8. The Cmnpany was incorpornted on 10 February 2017 and registered as a non-deposit taking

housing finance company with the ational Housing Bank on 28 August 2017.

9. The Company was converted into a p11blic limited Companywith effect from 28 September 20 I 7,

conseq11ent to which the name of the company was changed to Piramal Housing Finance Limited,

·upon issuance of fresh certificate of incorporation dated 17 October 2017. The name of the

Company wa fmther changed from Piramal Housing Finance !Limited to Piramal Capital &Housing Finance !Lirnited effective 12 hme 2018, in accordance with the Scheme of

Amalgamation of Piramal Finance !Limited, Piramal Capital Lirnited with Piramal Housing

Finance Limited and their respective shareholder .

10. The Company's business activity falls under one business segment (i.e. inve ting and lending)

and bu iness operations are concentrated in lndia, hence there is no eparate repmtable segmentas per Ind AS 108 on 'Operating Seginents' in respect of the Company.

VENKATARAMANAN VISHWANATH

Digitally signed by VENKATARAMANAN VISHWANATH Date: 2020.05.11 12:39:48 +05'30'