EDELWEISS FINANCIAL SERVICES LIMITED€¦ · Placement Document Not for Circulation Private and Confidential Serial Number: ___ EDELWEISS FINANCIAL SERVICES LIMITED Edelweiss Financial

Placement DocumentNot for Circulation

Private and ConfidentialSerial Number: ___

EDELWEISS FINANCIAL SERVICES LIMITEDEdelweiss Financial Services Limited (our “Company” or the “Issuer”) was incorporated as ‘Edelweiss Capital Limited’ on November 21, 1995, under the CompaniesAct, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Maharashtra at Mumbai (“RoC”). Thereafter, a certificate of commencement ofbusiness was issued to our Company by the RoC, on January 16, 1996. Subsequently, the name of our Company was changed to ‘Edelweiss Financial Services Limited’pursuant to a fresh certificate of incorporation issued by the RoC on August 1, 2011.

Registered Office and Corporate Office: Edelweiss House, Off C.S.T. Road, Kalina, Mumbai - 400 098, Maharashtra, India;CIN: L99999MH1995PLC094641

Telephone: +91 22 4009 4400 | Facsimile: +91 22 4086 3610 | E-mail address: [email protected] | Website: www.edelweissfin.comOur Company is issuing up to 54,562,488 equity shares of face value of ` 1 each (the “Equity Shares”) at a price of ` 280 per Equity Share, including a premium of ` 279 per EquityShare, aggregating to an amount up to ` 15,277.50 million (the “Issue”). For further details, please see “Summary of the Issue” on page 37.

ISSUE IN RELIANCE UPON SECTION 42 OF THE COMPANIES ACT, 2013, AS AMENDED, (“COMPANIES ACT”) READ WITH RULES MADE THEREUNDER,ALONG WITH CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)REGULATIONS, 2009, AS AMENDED (THE “SEBI ICDR REGULATIONS”).

THIS ISSUE AND DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER THESEBI ICDR REGULATIONS (“QIBS”) IN RELIANCE UPON CHAPTER VIII OF THE SEBI ICDR REGULATIONS AND SECTION 42 OF THE COMPANIES ACT,AND THE RULES MADE THEREUNDER.

THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR INVITATION ORSOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN QIBS.THIS PLACEMENT DOCUMENT WILL BE CIRCULATED ONLY TO SUCH QIBS WHOSE NAMES ARE RECORDED BY OUR COMPANY PRIOR TO MAKINGAN INVITATION TO SUBSCRIBE TO EQUITY SHARES.

Invitations or offers for subscription of the Equity Shares shall only be made pursuant to the Preliminary Placement Document, together with the respective Application Form, thisPlacement Document and Confirmation Allocation Note. For further details, see “Issue Procedure” beginning on page 245. The distribution of the Preliminary Placement Document,this Placement Document or the disclosure of its contents without our Company’s prior consent to any person, other than QIBs and persons retained by QIBs to advise them withrespect to their purchase of the Equity Shares, is unauthorised and prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe theforegoing restrictions and agrees to make no copies of this Placement Document or any documents referred to in this Placement Document.

Our Company’s outstanding Equity Shares are listed on BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”, together with the BSE, the “StockExchanges”). The closing price of the outstanding Equity Shares on the BSE and NSE on November 14, 2017 was ` 283.10 and ` 283.40 per Equity Share, respectively. In-principleapprovals under Regulation 28(1) of the SEBI Listing Regulations for listing of the Equity Shares have been received from the BSE and NSE on November 15, 2017. Applicationsshall be made for obtaining the listing and trading approvals for the Equity Shares to be issued pursuant to the Issue on the Stock Exchanges. The Stock Exchanges assume noresponsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to be issued pursuant to the Issue for tradingon the Stock Exchanges should not be taken as an indication of the merits of our Company or the Equity Shares.

A copy of the Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4 under the Companies (Prospectus and Allotment of Securities) Rules, 2014,as amended (“PAS Rules”)) has been delivered to the Stock Exchanges and a copy of this Placement Document (which includes disclosures prescribed under Form PAS-4 under thePAS Rules) will be delivered to the Stock Exchanges. Our Company shall also make the requisite filings with the Registrar of Companies, Maharashtra at Mumbai (the “RoC”) andthe Securities and Exchange Board of India (“SEBI”) within the stipulated period as required under the Companies Act, 2013 and the PAS Rules.

THIS PLACEMENT DOCUMENT HAS NOT BEEN REVIEWED BY SEBI, THE STOCK EXCHANGES OR ANY OTHER REGULATORY OR LISTING ORSTATUTORY AUTHORITY AND IS INTENDED ONLY FOR USE BY QIBS. THIS PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REGISTEREDAS A PROSPECTUS WITH ANY OF REGISTRAR OF COMPANIES IN INDIA, AND WILL NOT BE CIRCULATED OR DISTRIBUTED TO THE PUBLIC IN INDIAOR ANY OTHER JURISDICTION AND WILL NOT CONSTITUTE A PUBLIC OFFER IN INDIA OR ANY OTHER JURISDICTION. THE PLACEMENT OF EQUITYSHARES PROPOSED TO BE MADE PURSUANT TO THE PRELIMINARY PLACEMENT DOCUMENT AND THIS PLACEMENT DOCUMENT IS MEANT SOLELYFOR QIBS ON A PRIVATE PLACEMENT BASIS AND IS NOT AN OFFER TO THE PUBLIC OR TO ANY OTHER CLASS OF INVESTORS.

THIS PLACEMENT DOCUMENT HAS BEEN PREPARED BY OUR COMPANY SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THEPROPOSED ISSUE OF EQUITY SHARES DESCRIBED IN THIS PLACEMENT DOCUMENT.

YOU MAY NOT AND ARE NOT AUTHORISED TO (A) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (B) REPRODUCE THISPLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER OR; (C) RELEASE ANY PUBLIC ADVERTISEMENTS OR UTILISE ANY MEDIA, MARKETINGOR DISTRIBUTION CHANNELS OR AGENTS TO INFORM THE PUBLIC AT LARGE ABOUT THE ISSUE. ANY DISTRIBUTION OR REPRODUCTION OF THISPLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATIONOF THE SEBI ICDR REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.

INVESTMENTS IN EQUITY SHARES INVOLVE A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THE ISSUE UNLESS THEYARE PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLYREAD THE SECTION “RISK FACTORS” BEGINNING ON PAGE 43 BEFORE MAKING AN INVESTMENT DECISION RELATING TO THIS ISSUE. EACHPROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THEEQUITY SHARES BEING ISSUED PURSUANT TO THE PRELIMINARY PLACEMENT DOCUMENT AND THIS PLACEMENT DOCUMENT. BIDDERS OF THEEQUITY SHARES OFFERED SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE EQUITY SHARES.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of theUnited States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.Securities Act and applicable state securities laws. Our Company could be an “investment company” (as defined in the U.S. Investment Company Act of 1940, as amended, and therelated rules (the “U.S. Investment Company Act”)) and has not been and will not be registered under the U.S. Investment Company Act. Accordingly, the Equity Shares are beingoffered and sold (a) to persons in the United States and to U.S. persons (as defined in Regulation S (“Regulation S”) under the U.S. Securities Act) who are reasonably believed to beboth (i) qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act and referred to herein as “U.S. QIBs”) and (ii) “qualified purchasers” (as defined in Section2(a)(51) of the U.S. Investment Company Act and referred to herein as “Qualified Purchasers”) pursuant to Section 4(a)(2) of the U.S. Securities Act and Section 3(c)(7) of the U.S.Investment Company Act and (b) to persons outside the United States who are non-U.S. persons in reliance on Regulation S. For a description of selling restrictions in certain otherjurisdictions, see “Selling Restrictions” on page 256. The Equity Shares are transferable only in accordance with the restrictions described in “Purchase and Transfer Restrictions” onpage 263.

The information on our Company’s website, any website directly or indirectly linked to our Company’s website, or the websites of the Book Running Lead Managers or their respectiveaffiliates does not form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, any such websites forinvestments in this Issue.

This Placement Document is dated November 20, 2017.

BOOK RUNNING LEAD MANAGERS

CITIGROUP GLOBALMARKETS INDIA

PRIVATE LIMITED

EMKAY GLOBALFINANCIAL SERVICES

LIMITED

ICICI SECURITIESLIMITED

KOTAK MAHINDRACAPITAL COMPANY

LIMITED

SBI CAPITAL MARKETSLIMITED

TABLE OF CONTENTSNOTICE TO INVESTORS .................................................................................................................................... 1

REPRESENTATIONS BY INVESTORS.............................................................................................................. 3

OFFSHORE DERIVATIVE INSTRUMENTS...................................................................................................... 8

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES ................................................................................. 9

PRESENTATION OF FINANCIAL AND OTHER INFORMATION ............................................................... 10

INDUSTRY AND MARKET DATA................................................................................................................... 12

FORWARD LOOKING STATEMENTS ............................................................................................................ 13

ENFORCEMENT OF CIVIL LIABILITIES ....................................................................................................... 14

EXCHANGE RATE INFORMATION................................................................................................................ 15

DEFINITIONS AND ABBREVIATIONS........................................................................................................... 16

DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT,2013 ...................................................................................................................................................................... 25

SUMMARY OF BUSINESS................................................................................................................................ 28

SUMMARY OF THE ISSUE............................................................................................................................... 37

SUMMARY FINANCIAL INFORMATION ...................................................................................................... 39

RISK FACTORS .................................................................................................................................................. 43

MARKET PRICE INFORMATION .................................................................................................................... 74

USE OF PROCEEDS ........................................................................................................................................... 77

CAPITALISATION STATEMENT..................................................................................................................... 78

CAPITAL STRUCTURE ..................................................................................................................................... 79

DIVIDENDS ........................................................................................................................................................ 91

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS ..................................................................................................................................................... 92

SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS ................................................. 119

INDUSTRY OVERVIEW.................................................................................................................................. 123

OUR BUSINESS................................................................................................................................................ 186

REGULATIONS AND POLICIES .................................................................................................................... 221

BOARD OF DIRECTORS AND SENIOR MANAGEMENT .......................................................................... 231

PRINCIPAL SHAREHOLDERS ....................................................................................................................... 240

ISSUE PROCEDURE ........................................................................................................................................ 245

PLACEMENT .................................................................................................................................................... 255

SELLING RESTRICTIONS .............................................................................................................................. 256

PURCHASE AND TRANSFER RESTRICTIONS ........................................................................................... 263

THE SECURITIES MARKET OF INDIA......................................................................................................... 266

DESCRIPTION OF THE EQUITY SHARES ................................................................................................... 269

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITSSHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA............................................................... 273

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ........................................... 284

LEGAL PROCEEDINGS................................................................................................................................... 289

STATUTORY AUDITORS ............................................................................................................................... 304

GENERAL INFORMATION............................................................................................................................. 305

FINANCIAL INFORMATION.......................................................................................................................... 306

DECLARATION................................................................................................................................................ 307

DECLARATION................................................................................................................................................ 308

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NOTICE TO INVESTORS

Our Company has furnished and accepts full responsibility for all of the information contained in this PlacementDocument, and confirms that to its best knowledge and belief, having made all reasonable enquiries, thisPlacement Document contains information with respect to our Company, its Subsidiaries, its Associates and theEquity Shares offered in the Issue that is material in the context of the Issue. The statements contained in thisPlacement Document relating to our Company, its Subsidiaries, its Associates and the Equity Shares are, in everymaterial respect, true, accurate and not misleading. The opinions and intentions expressed in this PlacementDocument are honestly held, have been reached after considering all relevant circumstances, are based oninformation presently available to our Company and are based on reasonable assumptions. There are no otherfacts in relation to our Company, its Subsidiaries, its Associates and the Equity Shares, the omission of whichwould, in the context of the Issue, make any statement in this Placement Document misleading in any materialrespect. Further, all reasonable enquiries have been made by our Company to ascertain such facts and to verifythe accuracy of all such information and statements.

The Book Running Lead Managers have made reasonable enquiries but have not separately verified all of theinformation contained in this Placement Document (financial, legal or otherwise). Accordingly, neither the BookRunning Lead Managers nor any of their affiliates including any of their shareholders, associates, directors,officers, employees, counsel, representatives and/or agents make any express or implied representation, warrantyor undertaking, and no responsibiqlity or liability is accepted by the Book Running Lead Managers nor any oftheir affiliates including any of their shareholders, directors, officers, employees, counsel, representatives, agentsas to the accuracy or completeness of the information contained in this Placement Document or any otherinformation supplied in connection with the Equity Shares. Each person receiving this Placement Documentacknowledges that such person has not relied on the Book Running Lead Managers or any of their affiliatesincluding any of their shareholders, associates, directors, officers, employees, counsel, representatives, agents inconnection with such person’s investigation of the accuracy of such information or such person’s investmentdecision, and each such person must rely on its own examination of the Group and the merits and risks involvedin investing in the Equity Shares. Prospective investors should not construe the contents of this PlacementDocument legal, tax, accounting or investment advice.

No person is authorised to give any information or to make any representation not contained in this PlacementDocument and any information or representation not so contained must not be relied upon as having beenauthorised by or on behalf of our Company and the Book Running Lead Managers. The delivery of this PlacementDocument at any time does not imply that the information contained in it is correct as of any time subsequent toits date.

The Equity Shares to be issued pursuant to the Issue have not been approved, disapproved or recommendedby the U.S. Securities and Exchange Commission, any other federal or state authorities in the United Statesor the securities authorities of any non-U.S. jurisdiction or any other regulatory authority in anyjurisdiction. No authority has passed on or endorsed the merits of the Issue or the accuracy or adequacy ofthis Placement Document. Any representation to the contrary is a criminal offence in the United States andmay be a criminal offence in other jurisdictions.

The purchasers of the Equity Shares will be deemed to make the representations, warranties, acknowledgmentsand agreements set forth in “Notice to Investors”, “Representations by Investors”, “Selling Restrictions” and“Purchase and Transfer Restrictions” on pages 1, 3, 256 and 263, respectively.

The distribution of this Placement Document and the Issue may be restricted by law in certain countries orjurisdictions. As such, this Placement Document does not constitute, and may not be used for or in connectionwith, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised, orto any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been nor willbe taken by our Company or the Book Running Lead Managers which would permit an offering of the EquityShares being offered in the Issue or distribution of this Placement Document in any country or jurisdiction, otherthan India, where action for that purpose is required. Accordingly, the Equity Shares to be issued pursuant to theIssue may not be offered or sold, directly or indirectly, and neither this Placement Document nor any material inconnection with the Equity Shares offered in the Issue may be distributed or published in or from any country orjurisdiction except under circumstances that will result in compliance with any applicable rules and regulationsof any such country or jurisdiction.

In making an investment decision, investors must rely on their own examination of our Company and the termsof the Issue, including the merits and risks involved. Investors should not construe the contents of this Placement

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Document as business, legal, tax, accounting or investment advice. Investors should consult their own counseland advisors as to business, legal, tax, accounting, investment and related matters concerning the Issue. Inaddition, neither our Company nor the Book Running Lead Managers are making any representation to any offereeor subscriber of the Equity Shares offered in the Issue regarding the legality of an investment in such EquityShares by such subscriber or purchaser under applicable laws or regulations.

The information on our Company’s website, www.edelweissfin.com, any website directly or indirectly linked toour Company’s website, or the respective websites of the Book Running Lead Managers or their affiliates do notconstitute nor form part of this Placement Document. Prospective investors should not rely on the informationcontained in, or available through such websites, except specifically included in this Placement Document. Eachsuch investor, subscriber or purchaser of the Equity Shares in this Issue is deemed to have acknowledged,represented and agreed that it is eligible to invest in India and in our Company under Indian law, including ChapterVIII of the SEBI ICDR Regulations and Section 42 of the Companies Act and is not prohibited by SEBI or anyother statutory, regulatory or judicial authority in India or any other jurisdiction from buying, selling or dealingin securities. Each subscriber of the Equity Shares in the Issue also acknowledges that it has been afforded anopportunity to request from our Company and review information relating to our Company and the Equity Shares.This Placement Document contains summaries of terms of certain documents, which are qualified in their entiretyby the terms and conditions of such documents and disclosures included in the section titled “Risk Factors” onpage 43.

NOTICE TO INVESTORS IN THE UNITED STATES AND U.S. PERSONS

The Equity Shares have not been and will not be registered under the U.S. Securities Act and may not be offeredor sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registrationrequirements of the U.S. Securities Act and applicable state securities laws. Our Company could be an “investmentcompany” as defined in the U.S. Investment Company Act and has not been and will not be registered under theU.S. Investment Company Act. Accordingly, the Equity Shares are being offered and sold (a) to persons in theUnited States and to U.S. persons who are reasonably believed to be both U.S. QIBs and Qualified Purchaserspursuant to Section 4(a)(2) of the U.S. Securities Act and Section 3(c)(7) of the U.S. Investment Company Actand (b) to persons outside the United States who are non-U.S. persons in reliance on Regulation S. The EquityShares are transferable only in accordance with the restrictions described in “Purchase and Transfer Restrictions”on page 263.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES (THE “RSA 421-B”) WITH THE STATE OF NEW HAMPSHIRE, NOR THE FACT THATA SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENCED IN THE STATE OFNEW HAMPSHIRE, CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEWHAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOTMISLEADING. NEITHER ANY SUCH FACT, NOR THE FACT THAT AN EXEMPTION OREXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION, MEANS THAT THESECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITSOR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANYPROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT, ANY REPRESENTATIONINCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO NON-U.S. PERSONS IN CERTAIN OTHER JURISDICTIONS

For information relating to selling restrictions in in certain other jurisdictions, see “Selling Restrictions” on page256. The Equity Shares are transferable only in accordance with the restrictions described in “Purchase andTransfer Restrictions” on page 263.

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REPRESENTATIONS BY INVESTORS

References to “you” or “your” in this section are to the prospective investors in the Issue. By Bidding for and/orsubscribing to any Equity Shares offered in this Issue, you are deemed to have represented, warranted,acknowledged and agreed to our Company and the Book Running Lead Managers, as follows:

You are a “QIB” as defined under Regulation 2(1)(zd) of the SEBI ICDR Regulations and not excludedpursuant to Regulation 86(1)(b) of the SEBI ICDR Regulations, having a valid and existing registration underapplicable laws and regulations of India, and undertake to acquire, hold, manage or dispose of any EquityShares offered in the Issue that are Allotted to you in accordance with Chapter VIII of the SEBI ICDRRegulations and the Companies Act, and undertake to comply with the SEBI ICDR Regulations, theCompanies Act and all other applicable laws, including any reporting obligations;

If you are not a resident of India, but a QIB, you are an Eligible FPI as defined in this Placement Documentand have a valid and existing registration with SEBI under the applicable laws in India; or a multilateral orbilateral development financial institution; or an FVCI and have a valid and existing registration with SEBIunder applicable laws in India, and are eligible to invest in India under applicable law, including the FEMA20, and any notifications, circulars or clarifications issued thereunder, and have not been prohibited by SEBIor any other regulatory authority, from buying, selling or dealing in securities. Specifically, investments byFVCIs are required to be made in compliance with Schedule 1 of FEMA 20;

You will make necessary filings with appropriate regulatory authorities, including the RBI, as required,pursuant to applicable laws;

You have made or have deemed to have made, as applicable, the representations, warranties,acknowledgements and agreements set forth in “Selling Restrictions” and “Purchase and TransferRestrictions” beginning on pages 256 and 263, respectively;

You are aware that this Placement Document has not been, and will not be, registered as a prospectus underthe Companies Act, 2013 and the SEBI ICDR Regulations or under any other law in force in India. ThisPlacement Document (which includes disclosures prescribed under Form PAS-4) has not been reviewed,verified or affirmed by the SEBI, the Stock Exchanges, the RoC or any other statutory/regulatory or listingauthority, pursuant to applicable provisions of the Companies Act, and is intended only for use by QIBs;

The Preliminary Placement Document has been filed and this Placement Document will be filed with theStock Exchanges for record purposes only and the Preliminary Placement Document has been displayed andthis Placement Document will be displayed on the websites of our Company and the Stock Exchanges;

If you are Allotted the Equity Shares, you shall not, for a period of one (1) year from the date of Allotment,sell such Equity Shares so acquired except on the floor of the Stock Exchanges; (additional restrictions applyif you are within the United States), please see “Purchase and Transfer Restrictions” on page 263.

You are entitled to subscribe for, and acquire, the Equity Shares offered in the Issue under the laws of allrelevant jurisdictions that apply to you and you have: (a) fully observed such laws; (b) obtained the necessarycapacity; and (c) obtained all necessary consents, governmental or otherwise, and authorisations and compliedwith all necessary formalities, to enable you to commit to participation in this Issue and to perform yourobligations in relation thereto (including but not limited to in the case of any person on whose behalf you areacting, all necessary consents and authorisations to agree to the terms set out or referred to in this PlacementDocument), and will honour such obligations;

You confirm that, either (a) you have not participated in or attended any investor meetings or presentationsby our Company or its agents (“Company Presentations”) with regard to our Company or the Issue; or (b)if you have participated in or attended any Company Presentations: (i) you understand and acknowledge thatthe Book Running Lead Managers may not have knowledge of the statements that our Company or its agentsmay have made at such Company Presentations and are therefore unable to determine whether the informationprovided to you at such Company Presentations may have included any material misstatements or omissions,and accordingly, you acknowledge that the Book Running Lead Managers have advised you not to rely inany way on any information that was provided to you at any such Company Presentations; and (ii) youconfirm that you have not been provided any material or price sensitive information relating to our Companyand the Issue that was not made publicly available by our Company;

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Neither the Company, the Book Running Lead Managers nor any of their respective shareholders, directors,officers, employees, counsel, representatives, agents or affiliates, have provided you with any tax advice orotherwise made any representations regarding the tax consequences of purchase, ownership and disposal ofthe Equity Shares offered in the Issue (including the Issue and the use of proceeds from such Equity Shares).You understand that our Company will be a “passive foreign investment company” for U.S. federal incometax purposes for the current taxable year and that our Company expects to be such for the foreseeable futureand that there may be adverse consequences for U.S. Holders under U.S. tax laws resulting from aninvestment in the Equity Shares. You will obtain your own independent tax advice and will not rely on theCompany, the Book Running Lead Managers or any of their shareholders, directors, officers, employees,counsel, representatives, agents or affiliates, when evaluating the tax consequences in relation to the EquityShares offered in the Issue (including, in relation to the Issue and the use of proceeds from the Equity Sharesoffered in the Issue). You waive, and agree not to assert any claim against, any of our Company, the BookRunning Lead Managers or any of their shareholders, directors, officers, employees, counsel, representatives,agents or affiliates, with respect to the tax aspects of the Equity Shares offered in the Issue or as a result ofany tax audits by tax authorities, wherever situated;

All statements other than statements of historical facts included in this Placement Document, including thoseregarding our Group’s financial position, business strategy, plans and objectives of management for futureoperations (including development plans and objectives relating to our Group’s business), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties andother important factors that could cause actual results to be materially different from future results,performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our Group’s present and future businessstrategies and environment in which our Group will operate in the future. You should not place undue relianceon forward-looking statements, which speak only as of the date of this Placement Document;

You are aware of and understand that the Equity Shares to be issued pursuant to the Issue are being offeredonly to QIBs and are not being offered to the general public and the Allotment shall be at the discretion ofour Company in consultation with the Book Running Lead Managers.

You are aware that if you are Allotted more than 5% of the Equity Shares in the Issue, our Company, shallbe required to disclose your name and the number of Equity Shares Allotted to you to the Stock Exchangesand the Stock Exchanges will make the same available on their website and you consent to such disclosures;

You have been provided a serially numbered copy of the Preliminary Placement Document and thisPlacement Document, and have read it in its entirety, including in particular, “Risk Factors” beginning onpage 43;

In making your investment decision, you have (a) relied on your own examination of our Company, on aconsolidated basis, and the terms of the Issue, including the merits and risks involved; (b) made your ownassessment of our Company on a consolidated basis, the Equity Shares offered in the Issue and the terms ofthe Issue based solely on the information contained in the Preliminary Placement Document, this PlacementDocument and no other disclosure or representation by us or any other party; (c) consulted your ownindependent counsel and advisors or otherwise have satisfied yourself concerning, the effects of local laws;(d) received all information that you believe is necessary or appropriate in order to make an investmentdecision in respect of our Company and the Equity Shares offered in the Issue; and (e) relied upon your owninvestigation and resources in deciding to invest in the Issue;

Neither the Company, nor the Book Running Lead Managers or any of their respective shareholders, directors,officers, employees, counsels, advisors, representatives, agents or affiliates is making any recommendationsto you, or advising you regarding the suitability of any transactions they may enter into in connection withthe Issue, and that your participation in the Issue is on the basis that you are not and will not be a client of theBook Running Lead Managers and that the Book Running Lead Managers have no duties or responsibilitiesto you for providing the protection afforded to their clients or customers or for providing advice in relationto the Issue and is in no way acting in a fiduciary capacity;

You are a sophisticated investor who is seeking to subscribe to the Equity Shares offered in the Issue for yourown investment and not with an intent to distribute or resell such Equity Shares and have such knowledge

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and experience in financial, business and investments as to be capable of evaluating the merits and risks ofthe investment in the Equity Shares offered in the Issue. You and any accounts for which you are subscribingto the Equity Shares offered in the Issue (a) are each able to bear the economic risk of the investment in theEquity Shares to be issued pursuant to the Issue; (b)will not look to our Company and/or any of the BookRunning Lead Managers or any of their respective shareholders, directors, officers, employees, counsel,representatives, agents or affiliates for all or part of any such loss or losses that may be suffered in connectionwith the Issue, including losses arising out of non-performance by our Company of any of its respectiveobligations or any breach of any representations and warranties by our Company, whether to you or otherwise;(c) are able to sustain a complete loss on the investment in the Equity Shares to be issued pursuant to theIssue; (d) have no need for liquidity with respect to the investment in the Equity Shares; (e) have sufficientknowledge, sophistication and experience in financial and business matters so as to be capable of evaluatingthe merits and risk of subscribing to the Equity Shares offered in the Issue; and (f) have no reason to anticipateany change in your or their circumstances, financial or otherwise, which may cause or require any sale ordistribution by you or them of all or any part of the Equity Shares offered in the Issue. You acknowledge thatan investment in the Equity Shares offered in the Issue involves a high degree of risk and that such EquityShares are, therefore, a speculative investment;

If you are acquiring the Equity Shares offered in the Issue for one or more managed accounts, you representand warrant that you are authorised in writing by each such managed account to acquire such Equity Sharesfor each managed account and make the representations, warranties, acknowledgements and agreementsherein for and on behalf of each such account, reading the reference to ‘you’ to include such accounts;

You are not a ‘Promoter’ (as defined under Section 2(69) of the Companies Act, 2013 and the SEBI ICDRRegulations) of our Company or any of our affiliates and are not a person related to the Promoters, eitherdirectly or indirectly, and your Bid does not directly or indirectly represent the ‘Promoter’, or ‘PromoterGroup’, (as defined under the SEBI ICDR Regulations) of our Company or persons relating to our Promoters;

You have no rights under a shareholders’ agreement or voting agreement with our Promoters or personsrelated to our Promoters, no veto rights or right to appoint any nominee director on the Board of Directors ofour Company other than the rights acquired, if any, in the capacity of a lender not holding any Equity Shares,which shall not be deemed to be a person related to our Promoters;

You have no right to withdraw your Bid after the Bid/Issue Closing Date;

You are eligible to apply for and hold the Equity Shares offered in the Issue, which are Allotted to youtogether with any Equity Shares held by you prior to the Issue. You confirm that your aggregate holding afterthe Allotment of the Equity Shares offered in the Issue shall not exceed the level permissible as per anyapplicable regulations;

The Bid you make would not result in triggering an open offer under the Takeover Regulations;

Your aggregate holding, together with other QIBs participating in this Issue that belong to the same group orare under common control as you, pursuant to the Allotment under the present Issue, shall not exceed 50%of this Issue. For the purposes of this representation:

(a) The expression ‘belong to the same group’ shall have the same meaning as under Regulation 87 ofthe SEBI ICDR Regulations; and

(b) The expression ‘control’ shall have the same meaning as is assigned to it under Regulation 2(1)(e)of the Takeover Regulations.

You shall not undertake any trade in the Equity Shares issued pursuant to the Issue and credited to yourDepository Participant account until such time that the listing and trading approvals for such Equity Sharesare issued by the Stock Exchanges;

You are aware that our Company shall make necessary filings with the RoC pursuant to the Allotment (whichshall include certain details such as your name, address and number of Equity Shares Allotted) and if theAllotment of Equity Shares pursuant to the Issue results in you being one of the top ten shareholders of ourCompany, we shall also be required to disclose your name and shareholding details to the RoC within 15 daysof Allotment, and you consent to such disclosure being made by us;

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You are aware that (a) applications for in-principle approval, in terms of Regulation 28(1) of the SEBI ListingRegulations, for listing and admission of the Equity Shares and for trading on the Stock Exchanges, weremade and an approval has been received from the Stock Exchanges, and (b) the application for the listing andtrading approval will be made only after Allotment. There can be no assurance that the approvals for listingand trading in the Equity Shares will be obtained in time or at all. We shall not be responsible for any delayor non-receipt of such approvals for listing and trading or any loss arising from such delay or non-receipt;

You are aware and understand that the Book Running Lead Managers have entered into a placementagreement with our Company whereby the Book Running Lead Managers have, subject to the satisfaction ofcertain conditions set out therein, severally, and not jointly agreed to manage the Issue and use reasonableefforts to procure subscriptions for the Equity Shares;

You understand that the contents of this Placement Document are exclusively the responsibility of ourCompany, and neither the Book Running Lead Managers nor any person acting on their behalf including anyof the counsel, advisors in relation to the Issue, has or shall have any liability for any information,representation or statement contained in this Placement Document or any information previously publishedby or on behalf of our Company and will not be liable for your decision to participate in the Issue based onany information, representation or statement contained in the Preliminary Placement Document, thisPlacement Document or otherwise. By participating in the Issue, you agree to the same and confirm that theonly information you are entitled to rely on, and on which you have relied in committing yourself to acquirethe Equity Shares is contained in the Preliminary Placement Document and this Placement Document, suchinformation being all that you deem necessary to make an investment decision in respect of the Equity Shares,you have neither received nor relied on any other information, representation, warranty or statement made byor on behalf of the Book Running Lead Managers or our Company or any of their respective affiliates or anyother person, and neither the Book Running Lead Managers nor our Company or any of their affiliates or anyother person will be liable for your decision to participate in the Issue based on any other information,representation, warranty or statement that you may have obtained or received;

You understand that the Book Running Lead Managers do not have any obligation to purchase or acquire allor any part of the Equity Shares subscribed for by you or to support any losses directly or indirectly sustainedor incurred by you for any reason whatsoever in connection with the Issue, including non-performance byour Company of any of its obligations or any breach of any representations and warranties by our Company,whether to you or otherwise;

You understand that the Company has not been and will not be registered under the U.S. Investment CompanyAct and you will not be entitled to the benefits of the U.S. Investment Company Act;

You agree and acknowledge that in terms of Section 42(7) of the Companies Act, 2013, we shall file the listof QIBs (to whom the Preliminary Placement Document is circulated) along with other particulars with theRoC and SEBI within 30 days of circulation of the Preliminary Placement Document and other filingsrequired under the Companies Act, 2013;

You agree that any dispute arising in connection with the Issue will be governed by and construed inaccordance with the laws of Republic of India, and the courts in Mumbai, India shall have exclusivejurisdiction to settle any disputes which may arise out of or in connection with the Issue, the PreliminaryPlacement Document and this Placement Document;

Each of the representations, warranties, acknowledgements and agreements set out above shall continue tobe true and accurate at all times up to and including the Allotment, listing and trading of the Equity Sharesissued pursuant to the Issue on the Stock Exchanges;

You agree to indemnify and hold our Company, the Book Running Lead Managers and their respectiveshareholders, directors, officers, employees and affiliates harmless from any and all costs, claims, liabilitiesand expenses (including legal fees and expenses) arising out of or in connection with any breach or allegedbreach of the representations, warranties, acknowledgements and undertakings made by you in thePreliminary Placement Document and this Placement Document. You agree that the indemnity set forth inthis paragraph shall survive the resale of the Equity Shares issued pursuant to the Issue by, or on behalf of,the managed accounts; and

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Our Company, the Book Running Lead Managers, their respective affiliates and others will rely on the truthand accuracy of the foregoing representations, warranties, acknowledgements and undertakings, which aregiven to the Book Running Lead Managers on its own behalf and on behalf of our Company, and areirrevocable It is agreed that if any of such representations, warranties, acknowledgements and undertakingsare no longer accurate, you will promptly notify our Company and the Book Running Lead Managers.

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OFFSHORE DERIVATIVE INSTRUMENTS

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms ofRegulation 22 of the SEBI FPI Regulations, an FPI (other than a Category III foreign portfolio investors andunregulated broad based funds which are classified as Category II FPI by virtue of their investment manager beingappropriately regulated), including the affiliates of the Book Running Lead Managers, may issue, subscribe to orotherwise deal in offshore derivative instruments as defined under the SEBI FPI Regulations as any instrument,by whatever name called, which is issued overseas by an FPI against securities held by it that are listed or proposedto be listed on any recognised stock exchange in India, as its underlying and all such offshore derivativeinstruments are referred to herein as “P-Notes” for which they may receive compensation from the purchasers ofsuch P-Notes. These P-Notes may be issued only in favour of those entities which are regulated by any appropriateforeign regulatory authorities in the countries of their incorporation or establishment subject to compliance with“know your client” requirements. An FPI must ensure that the P-Notes are issued in compliance with all applicablelaws including Regulation 4 and Regulation 22 of the SEBI FPI Regulations and circular no.CIR/IMD/FIIC/20/2014 dated November 24, 2014 issued by SEBI. P-Notes have not been and are not beingoffered or sold pursuant to the Preliminary Placement Document and this Placement Document. This PlacementDocument does not contain any information concerning P-Notes, including, without limitation, any informationregarding any risk factors relating thereto.

Persons in the United States and U.S. persons purchasing Equity Shares in the Issue may not issue P-Notes. Non-U.S. persons outside the United States purchasing Equity Shares in the Issue may only issue P-Notes in accordancewith the conditions set forth in “Purchase and Transfer Restrictions” on page 263.

Any P-Notes that may be issued are not securities of our Company and do not constitute any obligations of, claimon, or interests in our Company. Our Company has not participated in any offer of any P-Notes, or in theestablishment of the terms of any P-Notes, or in the preparation of any disclosure related to any P-Notes. Any P-Notes that may be offered are issued by, and are solely the obligations of, third parties that are unrelated to ourCompany. Our Company and the Book Running Lead Managers do not make any recommendation as to anyinvestment in P-Notes and do not accept any responsibility whatsoever in connection with any P-Notes. Any P-Notes that may be issued are not securities of the Book Running Lead Managers and do not constitute anyobligations of, or claims on, the Book Running Lead Managers. FPI affiliates (other than Category III FPI andunregulated broad-based funds which are classified as FPI by virtue of their investment manager beingappropriately regulated) of the Book Running Lead Managers may purchase, to the extent permissible under law,Equity Shares in the Issue, and may issue P-Notes in respect thereof.

Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequatedisclosure as to the issuer(s) of such P-Notes and the terms and conditions of any such P-Notes from theissuer(s) of such P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved anyP-Notes or any disclosure related thereto. Prospective investors are urged to consult with their ownfinancial, legal, accounting and tax advisors regarding any contemplated investment in P-Notes, includingwhether P-Notes are issued in compliance with applicable laws and regulations.

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DISCLAIMER CLAUSE OF THE STOCK EXCHANGES

As required, a copy of the Preliminary Placement Document has been submitted to each of the Stock Exchangesand this Placement Document will be submitted to each of the Stock Exchanges. The Stock Exchanges do not inany manner:

(i) warrant, certify or endorse the correctness or completeness of the contents of the Preliminary PlacementDocument and this Placement Document;

(ii) warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges; or

(iii) take any responsibility for the financial or other soundness of our Company, our Promoters, itsmanagement or any scheme or project of our Company;

and it should not for any reason be deemed or construed to mean that the Preliminary Placement Document andthis Placement Document have been cleared or approved by the Stock Exchanges. Every person who desires toapply for or otherwise acquire any Equity Shares, may do so pursuant to an independent inquiry, investigationand analysis and shall not have any claim against the Stock Exchanges whatsoever, by reason of any loss whichmay be suffered by such person consequent to or in connection with, such subscription/acquisition, whether byreason of anything stated or omitted to be stated herein, or for any other reason whatsoever.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Data

The financial year of our Company commences on April 1 of each calendar year and ends on March 31 of thesucceeding calendar year, so, unless otherwise specified or if the context requires otherwise, all references to aparticular “financial year”, “fiscal year”, “fiscal” or “FY” are to the twelve-month period ended on March 31 ofthat year.

Our Audited Consolidated Financial Statements and Unaudited Condensed Interim Consolidated FinancialStatements for the half year ended September 30, 2017 (as defined hereinafter), Unaudited Consolidated FinancialResults for the half year ended September 30, 2016 each prepared in accordance with Indian GAAP, are includedin this Placement Document in “Financial Information” beginning on page 306 of this Placement Document.

Our Company publishes its financial statements in Indian Rupees. The following financial statements of ourCompany have been disclosed in this Placement Document:

1. Unaudited Condensed Interim Consolidated Financial Statements for the half year ended September 30,2017.

2. Audited Consolidated Financial Statements for the financial years ended March 31, 2017, March 31,2016 and March 31, 2015.

3. Unaudited Consolidated Financial Results for the half year ended September 30, 2016.

In this Placement Document, certain monetary thresholds have been subjected to rounding off adjustments;accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures whichprecede them.

All financial and statistical information in this Placement Document have been presented in million or in wholenumbers where the numbers have been too small to present in million, unless stated otherwise.

Certain conventions

Unless otherwise specified, all references to “India” in this Placement Document are to the Republic of India,together with its territories and possessions and all references to the “US”, the “USA”, the “United States” or the“U.S.” are to the United States of America, together with its territories and possessions.

Unless stated otherwise, all references to page numbers in this Placement Document are to the page numbers ofthis Placement Document. References to the singular also refer to the plural and one gender also refers to anyother gender, wherever applicable.

In this Placement Document, unless the context otherwise indicates or implies, references to “you”, “your”,“offeree”, “purchaser”, “subscriber”, “recipient”, “investors”, “prospective investors” and “potential investor” areto the prospective investors in the Issue, references to “the Company” or “the Issuer” or “our Company” are toEdelweiss Financial Services Limited and references to or “we”, “us” or “our” are to the Company and itsSubsidiaries and Associates, unless otherwise specified.

Currency and units of presentation

In this Placement Document, all references to “Indian Rupees”, “INR”, “`” and “Rs.” are to Indian Rupees, theofficial currency of the Republic of India. All references to “U.S. dollars”, “USD” and “U.S.$” are to UnitedStates dollars, the official currency of the United States of America.

References to the singular also refer to the plural and one gender also refers to any other gender, whereverapplicable. All the numbers in this Placement Document have been presented in million or whole numbers, unlessstated otherwise. Except otherwise specified, our Company has presented certain numerical information in thisPlacement Document in “million” units. One million represents 1,000,000 and one billion represents1,000,000,000.

Our audited consolidated financial statements as of and for the financial years ended March 31, 2017, March 31,2016 and March 31, 2015, were prepared in accordance with Indian GAAP and the Companies Act 2013 together

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with the audit reports issued by B S R & Associates LLP, for the respective financial years prepared as perrecognition and measurement principles as applicable, are included in this Placement Document.

Our Unaudited Condensed Interim Consolidated Financial Statements for the half year ended September 30, 2017,were prepared in accordance with AS 25 – Interim Financial Reporting prescribed under Section 133 of theCompanies Act 2013, and subjected to limited review by Price Waterhouse Chartered Accountants LLP, areincluded in this Placement Document.

Unless otherwise indicated or the context requires otherwise, all financial data in this Placement Documentpertaining to the consolidated statements for the financial years ended March 31, 2017, March 31, 2016 and March31, 2015, are directly derived from the respective consolidated financial statements and not derived from thecomparative data for such respective financial year. Accordingly, the degree to which the financial statementsincluded in this Placement Document will provide meaningful information is entirely dependent on the reader’slevel of familiarity with the respective accounting practices. Any reliance by persons not familiar with Indianaccounting practices on the financial disclosures presented in this Placement Document should accordingly belimited. For details of key differences between Indian GAAP and Ind AS, see “Significant Differences betweenIndian GAAP and Ind AS” on page 119.

In this Placement Document, certain monetary thresholds have been subjected to rounding adjustments;accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures whichprecede them.

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INDUSTRY AND MARKET DATA

Information regarding market position, growth rates and other industry data pertaining to the business of ourCompany contained in this Placement Document consists of estimates based on data reports compiled bygovernment bodies, professional organisations and analysts, data from other external sources and knowledge ofthe markets in which our Company competes. Unless stated otherwise, industry data used throughout thisPlacement Document has been obtained or derived from publicly available information as well as industrypublications. Industry publications generally state that the information contained in those publications has beenobtained from sources generally believed to be reliable but that their accuracy, adequacy and completeness arenot guaranteed and their reliability cannot be assured. Accordingly, no investment decision should be made onthe basis of such information. Although we believe that the industry data used in this Placement Document isreliable, it has not been independently verified by the Company, the Book Running Lead Managers or any of theirrespective affiliates or advisors.

This data is subject to change and cannot be verified with certainty due to limits on the availability and reliabilityof the raw data and other limitations and uncertainties inherent in any statistical survey. Neither our Company northe Book Running Lead Managers have independently verified this data, nor do they make any representationregarding the accuracy of such data. Our Company takes responsibility for accurately reproducing suchinformation but accepts no further responsibility in respect of such information and data. In many cases, there isno readily available external information (whether from trade or industry associations, government bodies or otherorganisations) to validate market-related analysis and estimates, so our Company has relied on internallydeveloped estimates. Similarly, while our Company believes its internal estimates to be reasonable, such estimateshave not been verified by any independent sources and neither our Company nor the Book Running LeadManagers can assure potential investors as to their accuracy.

Further, the extent to which the industry and market data presented in this Placement Document is meaningfuldepends on the reader’s familiarity with and understanding of the methodologies used in compiling such data.There are no standard data gathering methodologies in the industry in which we conduct our business, andmethodologies and assumptions may vary widely among different industry sources.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on variousfactors, including those disclosed in “Risk Factors” beginning on page 43. Accordingly, investment decisionsshould not be based on such information.

Industry information has been included in this Placement Document from the report dated October 2017 issuedby CRISIL, and such information is subject to the following disclaimer:

“CRISIL Research, a division of CRISIL Limited (CRISIL Research), has taken due care and caution in preparingthis report (Report) based on the information obtained by CRISIL Research from sources which it considersreliable (Data). However, CRISIL Research does not guarantee the accuracy, adequacy or completeness of theData / Report and is not responsible for any errors or omissions or for the results obtained from the use of Data/ Report. This Report is not a recommendation to invest / disinvest in any entity covered in the Report and no partof this Report should be construed as an expert advice or investment advice or any form of investment bankingwithin the meaning of any law or regulation. CRISIL Research especially states that it has no liability whatsoeverto the subscribers/ users/ transmitters/ distributors of this Report. Without limiting the generality of the foregoing,nothing in the Report is to be construed as CRISIL Research providing or intending to provide any services injurisdictions where CRISIL Research does not have the necessary permission and/or registration to carry out itsbusiness activities in this regard.

Edelweiss Financial Services Limited will be responsible for ensuring compliance and consequences of non-compliance for use of the Report or part thereof outside India.

CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’sRatings Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may, in their regular operations,obtain information of a confidential nature. The views expressed in this Report are that of CRISIL Research andnot of CRISIL’s Ratings Division / CRIS. No part of this Report may be published / reproduced in any form withoutCRISIL Research’s prior written approval.”

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FORWARD LOOKING STATEMENTS

This Placement Document contains certain “forward-looking statements”. These forward-looking statements cangenerally be identified by words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “willcontinue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”,“project”, “should”, “could”, “may”, “potential”, “will pursue” and similar expressions or variations of suchexpressions.

All statements contained in this Placement Document that are not statements of historical fact constitute “forward-looking statements”. All statements regarding our expected financial condition and results of operations, business,plans, objectives, strategies, goals and prospects are forward-looking statements.

Forward-looking statements reflect our current views with respect to future events and are not a guarantee offuture performance. These statements are based on our management’s beliefs and assumptions, which in turn arebased on currently available information. Although our Company believes the assumptions upon which theseforward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, andthe forward-looking statements based on these assumptions could prove to be inaccurate. Further, the actual resultsmay differ materially from those suggested by the forward-looking statements.

Important factors that could cause actual results to differ materially from our expectations include, but are notlimited to, the following:

1. our ability to compete effectively in an increasingly competitive market;2. our ability to implement and sustain our growth strategy;3. general economic and business conditions affecting financial markets in India;4. our ability to successfully manage transactions and advisory assignments as well as managing client

concentrations;5. increase in the level of customer defaults and resultant NPAs in our portfolio;6. decrease in the value of collateral or delays in enforcing the sale of collateral;7. adverse development in the real estate sector;8. our ability to recover the amounts due from customers to whom we have provided unsecured loans;9. volatility in interest rates; and10. disruption in the sources of our businesses’ funding or an increase in the average cost of borrowings.

For further discussion of factors that could cause our actual results to differ from our expectations, see “RiskFactors” and the chapters “Our Business”, “Industry Overview” and “Management’s Discussion and Analysis ofFinancial Condition and Results of Operation” beginning on pages 43, 186, 123 and 92, respectively.

By their nature, certain risk disclosures are only estimates and could be materially different from what actuallyoccurs in the future. As a result, actual future gains or losses could materially differ from those that have beenestimated. Neither our Company, the Directors, the Book Running Lead Managers, nor any of their respectiveaffiliates or associates, have any obligation to, and do not intend to, update or otherwise revise any statementsreflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if theunderlying assumptions do not realise.

If any of these risks and uncertainties materialise, or if any of our Company’s underlying assumptions prove to beincorrect, our Company’s actual results of operations, cash flows or financial condition could differ materiallyfrom that described herein as anticipated, believed, estimated or expected. All subsequent written and oralforward-looking statements attributable to our Company are expressly qualified in their entirety by reference tothese cautionary statements.

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ENFORCEMENT OF CIVIL LIABILITIES

Our Company is a public company incorporated with limited liability under the laws of India. All of our Directors,except Sanjiv Misra, Navtej S. Nandra and Kunnasagaran Chinniah, are residents of India. All of our Company’skey managerial personnel are residents of India and a substantial portion of the assets of our Company and suchpersons are located in India. As a result, it may be difficult for investors outside India to effect service of processupon our Company or such persons in India, or to enforce judgments obtained against such parties outside India.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Codeof Civil Procedure, 1908 (“Civil Procedure Code”), on a statutory basis. Section 13 of the Civil Procedure Codeprovides that a foreign judgment shall be conclusive regarding any matter directly adjudicated upon by the sameparties or between parties under whom they or any of them claim to be litigating under the same title, except: (a)where the judgment has not been pronounced by a court of competent jurisdiction; (b) where the judgment hasnot been given on the merits of the case; (c) where it appears on the face of the proceedings that the judgment isfounded on an incorrect view of international law or a refusal to recognise the law of India in cases in which suchlaw is applicable; (d) where the proceedings in which the judgment was obtained were opposed to natural justice;(e) where the judgment has been obtained by fraud; and (f) where the judgment sustains a claim founded on abreach of any law in force in India. A foreign judgment which is conclusive under Section 13 of the CivilProcedure Code may be enforced either by a fresh suit upon the judgment or by proceedings in execution. Thesuit must be brought in India within three (3) years from the date of the judgment by a court in the United Statesin the same manner as any other suit filed to enforce a civil liability in India.

Under Section 14 of the Civil Procedure Code, a court in India shall presume, upon the production of anydocument purporting to be a certified copy of a foreign judgment, that such judgment was pronounced by a courtof competent jurisdiction, unless the contrary appears on the record; but such presumption may be displaced byproving want of jurisdiction. A foreign judgment which is conclusive under Section 13 of the Civil ProcedureCode can be enforced in India (i) by instituting execution proceedings; or (ii) by instituting a suit on suchjudgment.

India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.Section 44A of the Civil Procedure Code provides that a foreign judgment rendered by a superior court (withinthe meaning of that Section) in any country or territory outside India which the Government has by notificationdeclared to be a reciprocating territory, may be enforced in India by proceedings in execution as if the judgmenthad been rendered by an appropriate court in India. Under the Civil Procedure Code, a court in India will, uponthe production of any document purporting to be a certified copy of a foreign judgment, presume that the foreignjudgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record but suchpresumption may be displaced by proving want of jurisdiction. However, Section 44A of the Civil ProcedureCode is applicable only to monetary decrees not being in the nature of any amounts payable in respect of taxes orother charges of a like nature or in respect of a fine or other penalty and does not include arbitration awards.

Among others, each of the United Kingdom, Singapore and Hong Kong has been declared by the Government tobe a reciprocating territory for the purposes of Section 44A of the Civil Procedure Code, but the United States ofAmerica has not been so declared. A judgment of a foreign court in a jurisdiction which is not a reciprocatingterritory may be enforced only by a fresh suit upon the judgment and not by proceedings in execution. The suitmust be filed in India within three years from the date of the foreign judgment in the same manner as any othersuit filed to enforce a civil liability in India. Accordingly, a judgment of a court in the United States may beenforced only by a fresh suit upon the foreign judgment and not by proceedings in execution.

It is unlikely that a court in India would award damages on the same basis as a foreign court if an action is broughtin India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if it viewed the amountof damages awarded as excessive or inconsistent with public policy in India, and it is uncertain whether an Indiancourt would enforce foreign judgments that would contravene or violate Indian law. A party seeking to enforce aforeign judgment in India may be required to obtain prior approval from the RBI under the FEMA to execute sucha judgment or to repatriate any amount recovered pursuant to execution, and any such amount may be subject totax in accordance with applicable laws. Any judgment in a foreign currency would be converted into IndianRupees on the date of judgment and not on the date of payment.

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EXCHANGE RATE INFORMATION

Fluctuations in the exchange rate between the Indian Rupee and foreign currencies will affect the foreign currencyequivalent of the Indian Rupee price of the Equity Shares on the Stock Exchanges. These fluctuations will alsoaffect the conversion into foreign currencies of any cash dividends paid in Indian Rupees on the Equity Shares.

The following table sets forth information concerning exchange rates between the Indian Rupee and the U.S.dollar (in ` per US$), for or as of the end of the periods indicated. The exchange rates are based on the referencerates released by RBI, which are available on the website of RBI. No representation is made that any Indian Rupeeamounts could have been, or could be, converted into U.S. dollars at any particular rate, the rates stated below, orat all. No representation is made that the Rupee amounts actually represent such U.S. dollar amounts or couldhave been or could be converted into U.S. Dollar at the rates indicated, at any other rate, or at all.

On November 17, 2017, the exchange rate (RBI reference rate) was ` 64.85 to USD 1.00.

(` per US$)

Period end Average* High** Low***

Fiscal:2017 64.84 67.09 68.72 64.842016 66.33 65.46 68.78 62.162015 62.59 61.15 63.75 58.43

Six months ended:September 30, 2017 65.36 64.29 65.76 63.63September 30, 2016 66.66 66.95 68.01 66.24

Month ended:October 31, 2017 64.77 65.08 65.55 64.76September 30, 2017 65.36 64.44 65.76 63.87August 31, 2017 64.02 63.97 64.24 63.63July 31, 2017 64.08 64.46 64.82 64.08June 30, 2017 64.74 64.44 64.74 64.26May 31, 2017 64.55 64.42 64.99 64.02

(Source: www.rbi.org)* Average of the official rate for each working day of the relevant period.** Maximum of the official rate for each working day of the relevant period.*** Minimum of the official rate for each working day of the relevant period.

Note:(1) If the RBI reference rate is not available on a particular date due to a public holiday, exchange rates of the previous working day has

been disclosed.(2) High, low and average are based on the RBI reference rates and rounded off to two decimal places.

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DEFINITIONS AND ABBREVIATIONS

This Placement Document uses the definitions and abbreviations set forth below, which you should consider whenreading the information contained herein.

The following list of certain capitalised terms used in this Placement Document is intended for the convenienceof the reader/prospective investor only and is not exhaustive.

Unless otherwise specified, the capitalised terms used in this Placement Document shall have the meaning asdefined hereunder. Further any references to any statute or regulations or policies shall include amendments madethereto, from time to time.

The words and expressions used in this Placement Document but not defined herein, shall have, to the extentapplicable, the meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA,the Depositories Act or the rules and regulations made thereunder. Notwithstanding the foregoing, terms used inthe sections “Statement of Possible Tax Benefits Available to The Company and its Shareholders Under theApplicable Laws in India” and “Financial Information” beginning on pages 273 and 306, respectively, shall havethe meaning given to such terms in such sections.

In this Placement Document, unless the context otherwise indicates, all references to “Edelweiss”, “theCompany”, “our Company” or “the Issuer” are to Edelweiss Financial Services Limited, a public limited companyincorporated under the Companies Act, 1956, and having its registered office at Edelweiss House, Off C.S.T.Road, Kalina, Mumbai - 400 098, Maharashtra, India and references to “we”, “us” or “our” are to the Companyand its Subsidiaries and Associates, unless otherwise specified.

Company Related Terms

Term DescriptionArticles of Association/AoA/Articles The articles of association of our Company, as amended from time to time

Associates The associates of our Company, namely Allium Finance Private Limited,Edelweiss Fund Advisors Private Limited, Dahlia Commodities Services PrivateLimited and Magnolia Commodities Services Private Limited

Audited Consolidated FinancialStatements

The audited consolidated financial statements comprise of Balance Sheets as ofand for the years ended March 31, 2017, March 31, 2016 and March 31, 2015,and consolidated statement of profit and loss and consolidated cash flowstatements for each of the years ended March 31, 2017, March 31, 2016 andMarch 31, 2015, read along with the notes thereto of our Company prepared inaccordance with Indian GAAP, and the Companies Act together with the reportissued thereon by our erstwhile statutory auditors, B S R & Associates LLP, forthe respective financial years

Auditor/Statutory Auditors The statutory auditors of our Company, namely Price Waterhouse CharteredAccountants LLP, for six months period ended September 30,2017. The statutoryauditors of our Company, namely B S R & Associates LLP, for the financial years2017, 2016 and 2015

Board of Directors/Board The board of directors of our Company, including any duly constitutedcommittees thereof

Director(s) The director(s) on the Board of our Company, as may be appointed from time totime

Equity Shares Equity shares of our Company of face value ` 1 eachESOP Scheme(s) The ESOP schemes of our Company, namely the Employees stock option scheme

2002 (Scheme D and Scheme E), Employees stock option scheme 2004 (SchemeF), Employees stock option scheme 2006 (Scheme G), Employees stock optionscheme 2007 (Scheme I, Scheme II and Scheme III), Edelweiss Employees StockIncentive Plan 2009, the Edelweiss Employees Stock Incentive Plan 2010, theEdelweiss Employees Stock Incentive Plan 2011 and the Edelweiss EmployeeStock Option Plan 2016

Financial Statements Audited Consolidated Financial Statements and Unaudited Condensed InterimConsolidated Financial Statements

Group Our Company, its Subsidiaries and its AssociatesKey Management Personnel The key management personnel of our Company in accordance with the

provisions of the Companies Act, 2013. For details, see“Board of Directors andSenior Management” beginning on page 231

Memorandum of The memorandum of association of our Company, as amended from time to time

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Term DescriptionAssociation/Memorandum/MoAPromoter Group The promoter group of our Company as determined in terms of Regulation

2(1)(zb) of the SEBI ICDR RegulationsPromoters The promoters of our Company, namely Rashesh Shah, Venkatchalam

Ramaswamy, Vidya Shah and Aparna T.C.Registered Office Edelweiss House, Off C.S.T. Road, Kalina, Mumbai - 400 098, Maharashtra,

IndiaSubsidiary(ies) Subsidiaries of our Company as per the Companies Act, as on the date of this

Placement Document are:1. Alternative Investment Market Advisors Private Limited2. Aster Commodities DMCC, Dubai3. Cross Border Synergy Pte. Ltd. (formerly Edelweiss Commodities Pte.

Limited), Singapore4. EAAA LLC, Mauritius.5. EC Commodity Limited6. EC Global Limited, Mauritius7. EC International Limited, Mauritius8. ECap Equities Limited9. ECL Finance Limited10. Edel Commodities Limited11. Edel Finance Company Limited12. Edel Investments Limited13. Edel Land Limited14. Edelcap Securities Limited15. EdelGive Foundation16. Edelweiss Agri Value Chain Limited17. Edelweiss Alternative Asset Advisors Limited.18. Edelweiss Alternative Asset Advisors Pte. Limited, Singapore19. Edelweiss Asset Management Limited20. Edelweiss Asset Reconstruction Company Limited21. Edelweiss Broking Limited22. Edelweiss Business Services Limited (formerly Edelweiss Web

Services Limited)23. Edelweiss Capital (Singapore) Pte. Limited24. Edelweiss Capital Markets Limited25. Edelweiss Commodities Services Limited26. Edelweiss Comtrade Limited27. Edelweiss Custodial Services Limited28. Edelweiss Finance & Investments Limited29. Edelweiss Financial Services (UK) Limited, UK30. Edelweiss Financial Services Inc., USA31. Edelweiss Finvest Private Limited (formerly Arum Investments Private

Limited)32. Edelweiss General Insurance Company Limited33. Edelweiss Global Wealth Management Limited34. Edelweiss Holdings Limited35. Edelweiss Housing Finance Limited36. Edelweiss India Capital Management, Mauritius37. Edelweiss Insurance Brokers Limited38. Edelweiss International (Singapore) Pte. Limited, Singapore39. Edelweiss Investment Adviser Limited40. Edelweiss Investment Advisors Private Limited, Singapore41. Edelweiss Multi Strategy Funds Management Private Limited

(formerly Forefront Capital Management Private Limited)42. Edelweiss Retail Finance Limited43. Edelweiss Securities (Hong Kong) Private Limited, Hong Kong44. Edelweiss Securities Limited45. Edelweiss Securities (IFSC) Limited46. Edelweiss Tarim Urunleri Anonim Sirketi, Turkey*47. Edelweiss Tokio Life Insurance Company Limited48. Edelweiss Trustee Services Limited49. Edelweiss Trusteeship Company Limited50. EFSL Trading Limited (formerly known as Edelweiss Commodities

Limited)51. EFSL Comtrade Limited

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Term Description52. EFSL International Limited, Mauritius53. EW India Special Assets Advisors LLC, Mauritius.54. EW Special Opportunities Advisors LLC, Mauritius.

* Edelweiss Tarim Urunleri Anonim Sirketi, Turkey is in the process of filing forits voluntary winding up.

Unaudited Condensed InterimConsolidated Financial Statements

The unaudited special purpose condensed interim consolidated financialstatements as of and for the six months period ended September 30, 2017 underIndian GAAP

Unaudited Consolidated FinancialResults

Unaudited Consolidated Financial Results for the half year ended September 30,2016

Issue Related Terms

Term Description

Allocated/Allocation The allocation of Equity Shares following the determination of the Issue Price toEligible QIBs on the basis of the Application Form submitted by them, by ourCompany in consultation with the Book Running Lead Managers and incompliance with Chapter VIII of the SEBI ICDR Regulations

Allot/Allotment/Allotted Unless the context otherwise requires, the issue and allotment of Equity Sharespursuant to the Issue

Allottees Successful Bidders to whom Equity Shares Allotted pursuant to the Issue

Application Form The form (including any revisions thereof) pursuant to which a Bidder shallsubmit a Bid for the Equity Shares in the Issue

Bid(s) Indication of interest of a Bidder, including all revisions and modificationsthereto, as provided in the Application Form, to subscribe for the Equity Sharesto be issued pursuant to the Issue

Bid/Issue Closing Date November 20, 2017, which is the last date up to which the Application Formsshall be accepted by our Company (or the Book Running Lead Managers, onbehalf of our Company)

Bid/Issue Opening Date November 15, 2017, the date on which the acceptance of the Application Formsshall have commenced by our Company (or the Book Running Lead Managers onbehalf of our Company)

Bidder Any prospective investor, being a QIB, who makes a Bid pursuant to the terms ofthe Preliminary Placement Document and the Application Form

Bidding Period The period between the Bid/Issue Opening Date and Bid/Issue Closing Dateinclusive of both dates during which Bidders can submit their Bids including anyrevision and/or modifications thereof

Book Running Lead Managers orBRLMs

Citigroup Global Markets India Private Limited, Emkay Global FinancialServices Limited, ICICI Securities Limited, Kotak Mahindra Capital CompanyLimited and SBI Capital Markets Limited

CAN or Confirmation of AllocationNote

Note or advice or intimation to successful Bidders confirming Allocation ofEquity Shares to such successful Bidders after determination of the Issue Priceand requesting payment for the entire applicable Issue Price for all Equity SharesAllocated to such successful Bidders

Closing Date The date on which Allotment of Equity Shares pursuant to the Issue shall be made,i.e. on or about November 23, 2017

Cut-off Price The Issue Price of the Equity Shares to be issued pursuant to the Issue which shallbe finalised by our Company in consultation with the Book Running LeadManagers

Designated Date The date of credit of Equity Shares to the demat accounts of successful Bidders

Eligible FPIs FPIs that are eligible to participate in the Issue other than Category III ForeignPortfolio Investors

Eligible QIBs A qualified institution buyer, as defined in Regulation 2(1)(zd) of the SEBI ICDRRegulations which are not, (a) excluded pursuant to Regulation 86 (1)(b) of theSEBI ICDR Regulations or (b) restricted from participating in the Issue under theSEBI ICDR Regulations

Escrow Agreement Agreement dated November 15, 2017, entered into amongst our Company, theEscrow Bank and the Book Running Lead Managers for collection of the BidAmounts and for remitting refunds, if any, of the amounts collected, to the Bidders

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Term Description

Escrow Bank Citibank N.A.

Escrow Bank Account The account titled ‘EFSL - QIP – Escrow Account’ to be opened with the EscrowBank, subject to the terms of the Escrow Agreement, into which the applicationmonies payable by Bidders in connection with subscription to Equity Sharespursuant to the Issue shall be deposited.

Floor Price The floor price of ` 285.14, which has been calculated in accordance with ChapterVIII of the SEBI ICDR Regulations. In terms of the SEBI ICDR Regulations, theIssue Price cannot be lower than the Floor Price. Our Company has decided tooffer a discount of ` 5.14 per Equity Share on the Floor Price in terms ofRegulation 85 of the SEBI ICDR Regulations

Issue The issue and Allotment of 54,562,488 Equity Shares each at a price of ` 280 perEquity Share, including a premium of ` 279 per Equity Share, aggregating to anamount up to ` 15,277.50 million, pursuant to chapter VIII of the SEBI ICDRRegulations and the provisions of the Companies Act, 2013

Issue Price A price per Equity Share of ` 280

Issue Size The aggregate size of the Issue, aggregating up to ` 15,277.50 million

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board ofIndia (Mutual Funds) Regulations, 1996, as amended

Mutual Fund Portion 10% of the Equity Shares proposed to be Allotted in the Issue, which is availablefor Allocation to Mutual Funds

Pay-in Date The last date specified in the CAN for payment of application monies by thesuccessful Bidders

Placement Agreement Placement agreement dated November 15, 2017 entered into between ourCompany and the Book Running Lead Managers

Placement Document This placement document dated November 20, 2017 issued by our Company inaccordance with Chapter VIII of the SEBI ICDR Regulations and Section 42 ofthe Companies Act, 2013 and the rules prescribed thereunder

Preliminary Placement Document The preliminary placement document dated November 15, 2017 issued to QIBsin accordance with Chapter VIII of the SEBI ICDR Regulations and Section 42of the Companies Act, 2013 and the rules prescribed thereunder

Pricing Date The date of determination of the number of Equity Shares to be placed throughthe Issue and the Issue Price for the same

QIBs or Qualified InstitutionalBuyers

Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBIICDR Regulations

QIP Qualified institutions placement, being private placement to Eligible QIBs underChapter VIII of the SEBI ICDR Regulations and applicable sections of theCompanies Act, 2013, read with applicable rules of the Companies (Prospectusand Allotment of Securities) Rules, 2014

Relevant Date November 15, 2017 which is the date of the meeting of the Board of Directors ofthe Company or a duly authorised committee thereof decide to open the Issue

Business and Industry Related Terms

Term DescriptionAgri and Rural Finance Has the meaning given to that term in “Our Business – Retail Credit – Agri and

Rural Finance” on page 200ALCO Asset Liability Management CommitteeALM Asset Liability ManagementAML Anti– Money LaunderingARC/SC Asset reconstruction company/Securitisation CompanyAsset Management business Has the meaning given to that term in “Our Business – Franchise & Advisory

Business – Asset Management” on page 187Assets Under Custody and Clearing Assets under custody represent the assets of institutional broking clients which

are under our custody in their demat accounts with us. Assets under clearingrepresent the margin provided to us as a broker in the form of cash or fixeddeposits or securities by our institutional clients who engage in derivativestransactions through us

AUA Assets under adviceAUM Assets under management

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Term DescriptionBMU Balance sheet management unitBMU, Corporate and Other business Has the meaning given to that term in “Our Business – BMU, Corporate and

Other Business” on page 209Capital Employed The total of equity and debt employed in any business or asset book.Capital Markets business Has the meaning given to that term in “Our Business– Franchise & Advisory

Business – Capital Markets” on page 188CIBT-93 Critical Illness Base Table 1993Corporate Credit business Has the meaning given to that term in “Our Business – Credit Business” on page

186Cost to Income Ratio Ratio of total operating expenses excluding credit costs (i.e. provisions on

Credit Book and bad debts written off) to total revenue less finance costsCRAR Capital to risk assets ratioCredit and Wealth Managementbusiness

Has the meaning given to that term in “Our Business– Franchise & AdvisoryBusiness– Wealth Management” on page 187

Credit Book Credit Book represents gross advances of our credit business, excludingepisodic credit

Credit business Has the meaning given to that term in “Our Business – Credit Business” on page186

CRISIL Research Report Report titled ‘Edelweiss Placement Document’ dated October 2017, preparedby CRISIL Limited

CSR Corporate social responsibility programDII Domestic institutional investorDistressed Credit business Has t