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PRIVATE PLACEMENT OFFER LETTER / INFORMATION MEMORANDUM – SERIES 1 (PRIVATE & CONFIDENTIAL) FOR ADDRESSEE ONLY CAPRI GLOBAL HOUSING FINANCE LIMITED Registered & Corporate Office: 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra Tel.: +91-22 4088 8100; Facsimile: +91- 22 4088 8160; E-mail: [email protected] Website: www.caprihomeloans.com CIN No. – U65990MH2006PLC161153 FOR PRIVATE CIRCULATION ONLY PRIVATE PLACEMENT OFFER LETTER / INFORMATION MEMORANDUM DATED 27th July, 2020 PRIVATE PLACEMENT OFFER LETTER / INFORMATION MEMORANDUM (“PPOL”/”IM”) – SERIES 1 FOR PRIVATE PLACEMENT OF SECURED, RATED, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES / NCD UPTO INR 2,500 Lacs. GENERAL RISK For taking an investment decision, investors must rely on their own examination of the Issue and the IM including the risks involved. The Issue has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this IM. CREDIT RATING The Bonds proposed to be issued by the Issuer have been assigned a rating of “CARE A- Stable (CARE Single A Minus; Outlook stable)” by CARE Ratings Limited vide its letter dated 01st July, 2020. Instruments with this rating are considered to have the high degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agency and should be evaluated independently of any other ratings. Please refer to Annexure I for rating letters for the above ratings. TRUSTEE FOR THE DEBENTURE HOLDERS CATALYST REGISTRAR TO THE ISSUE TRUSTEESHIP LIMITED LINK INTIME INDIA PRIVATE LIMITED GDA House, Plot No. 85, C-13, Pannalal Silk Mills Bhusari Colony (Right), Compound, Paud Road, L.B.S. Marg, Bhandup (West), Pune - 411 038 Mumbai – 400 078 Phone: 020-2528 0081 Phone: +91 22 2594 6970, 022-2596 Email: [email protected] 3838 Contact Person: Umesh Salvi Fax: +91 22 2594 6969 SEBI Registration No.: IND000000034 Email: [email protected] Contact Person: Vinayak Bendal SEBI Registration No.: INR0000004058 ISSUE PROGRAMME ISSUE OPENS ON: ISSUE CLOSES ON: DEEMED DATE OF PAY IN DATE: July 28, 2020 July 27, 2020 July 27, 2020 ALLOTMENT: July 28, 2020 LISTING The Debentures are proposed to be listed on Wholesale Debt Market segment of the BSE Ltd. PRIVATE PLACEMENT OFFER LETTER / INFORMATION MEMORANDUM – SERIES 1 (PRIVATE & CONFIDENTIAL) FOR ADDRESSEE ONLY PRIVATE & CONFIDENTIAL – FOR ADDRESSEE ONLY (THIS IM IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS IM IS PREPARED AND ISSUED 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 BY SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012 AND CIR/IMD/DF/18/2013 DATED OCTOBER 29, 2013) AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2013-14/43/207 DATED JANUARY 31, 2014 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. LAD- NRO/GN/2014-15/25/539 DATED MARCH 24, 2015 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2016 ISSUED VIDE CIRCULAR NO SEBI/LAD-NRO/GN/2016-17/004. DATED 25 MAY 2016 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2018 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2018/42 DATED 9 OCTOBER, 2018 AND SEBI CIRCULAR NO. CIR/IMD/DF-1/122/2016 DATED NOVEMBER 11, 2016 AND SECURITIES, SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2019 No. SEBI/LAD-NRO/GN/2019/13 DATED MAY 07, 2019 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, SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENT) REGULATIONS, 2019 No. SEBI/ LAD-NRO/GN/2019/12 DATED MAY 07, 2019 AND PAS-4 PRESCRIBED UNDER SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014 AND SEBI CIRCULAR NO. SEBI/ HO/ MIRSD/ DOS3/CIR/P/2019/68 DATED MAY 27,2019, THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014, MASTER CIRCULAR NO. NHB(ND)/DRS/REG/MC-02/2019 DATED JULY 1, 2019 ISSUED BY NATIONAL HOUSING BANK ON “HOUSING FINANCE COMPANIES ISSUANCE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS”. THIS ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENT BASIS AS PER SEBI CIRCULAR JANUARY 05, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/05, AND SEBI CIRCULAR DATED AUGUST 16, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/122, EACH AS AMENDED (“SEBI EBP CIRCULARS”), READ WITH THE UPDATED OPERATIONAL GUIDELINES “FOR ISSUANCE OF SECURITIES ON PRIVATE PLACEMENT BASIS THROUGH AN “ELECTRONIC BIDDING PLATFORM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENT BASIS” ISSUED BY THE BSE VIDE THEIR CIRCULAR NUMBER SEBI/HO/DDHS/CIR/P/2018/05 DATED JANUARY 05, 2018 (“BSE EBP GUIDELINES”), AS APPLICABLE. THE BSE EBP GUIDELINES SHALL HEREINAFTER BE REFERRED TO AS THE “OPERATIONAL GUIDELINES”. THE ISSUER INTENDS TO USE THE BSE BID BOND PLATFORM FOR THIS ISSUE. PRIVATE PLACEMENT OFFER LETTER / INFORMATION MEMORANDUM – SERIES 1 (PRIVATE & CONFIDENTIAL) FOR ADDRESSEE ONLY TABLE OF CONTENTS SL.NO. TITLE SECTION I DEFINITIONS/ ABBREVIATIONS ......................................................................... SECTION II DISCLAIMERS ........................................................................................................... SECTION III GENERAL INFORMATION ..................................................................................... SECTION IV BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES UNDERTAKEN, ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION. .................. ……………………… SECTION V EXISTING CORPORATE ORGANOGRAM .......................................................... SECTION VI SUMMARY OF BUSINESS/ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS.............................................................................................................. SECTION VII OUR MANAGEMENT ............................................................................................... SECTION VIII DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC ..................................................................................................... SECTION IX MANAGEMENT’S PERCEPTION OF RISK FACTORS ...................................... SECTION X CAPITAL STRUCTURE AND FINANCIAL POSITION OF THE ISSUER ....... SECTION XI PARTICULARS OF THE OFFER ............................................................................ SECTION XII SUMMARY TERM SHEET ....................................................................................... SECTION XIII MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE ..................................................................................................................... SECTION XIV CREDIT RATING & RATIONALE THEREOF ..................................................... SECTION XV NAME OF DEBENTURE TRUSTEE ....................................................................... SECTION XVI STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED ......................................................................................................................... SECTION XVII DEBT EQUITY RATIO (ON STAND ALONE BASIS) .......................................... SECTION XVIII SERVICING BEHAVIOUR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS ............................................................................................ SECTION XIX UNDERTAKING REGARDING COMMON FORM OF TRANSFER ................. SECTION XX MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER .................................................... SECTION XXII DECLARATION ......................................................................................................... SECTION XXIII ANNEXURES............................................................................................................... SECTION I DEFINITION /ABBREVIATIONS AY Assessment Year Articles / Articles of Association Articles of Association of our Company as amended from time to time. / AoA The issue and allotment of the Debentures to the successful Applicants Allotment / Allot pursuant to this Issue. A person who makes an offer to subscribe the Debentures pursuant to the Applicant / Investor terms of this IM and the Application Form. Standards of auditing or any addendum thereto for companies or class of Auditing Standards companies referred to in sub-section (10) of Section 143 of the Companies Act, 2013. A company in which the Issuer has a significant influence, but which is not a subsidiary company of Issuer having such