Trustee for the Debenture Holders Catalyst Registrar to the Issue Trusteeship Limited Link Intime India Private Limited

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 influence and includes a Associate Company joint venture company. Significant influence means control of at least 20% of total share capital, or of business decisions under an agreement. The form in terms of which the Applicant shall make an offer to subscribe Application Form to the Debentures and which will be considered as the application for Allotment of Debentures for under present Issue Board / Board of Directors The Board of Directors Capri Global Housing Finance Limited Any person holding the Debentures and whose name appears in the list of Beneficial Owners provided by the Depositories or whose name Debenture holder(s) appears in the Register of Debentures holders maintained by the Issuer / Registrar. Debenture holder(s) holding Debentures(s) in dematerialized form Beneficial Owner(s) (Beneficial Owner of the Debenture(s) as defined in clause (a) of sub- section of Section 2 of the Depositories Act, 1996). Record date of interest shall be 15 days prior to each interest payment date and 15 days prior to the date of Maturity. Interest shall be paid to the person whose name appears as sole / first in the Register of Debenture holders / Beneficial Owners position of the Depositories on Record Date or to the Debenture holders who have converted the Debentures to Book Closure / Record Date physical form and their name is registered on the registers maintained by Company / Registrar. In the event of Company not receiving any notice of transfer at least 15 days before the respective due date of payment of interest and at least 15 days prior to the maturity date, the transferees for the Debenture shall not have any claim against Company in respect of interest so paid to the registered Debenture holder. BSE BSE Limited CAGR Compounded Annual Growth Rate CAR Capital Adequacy Ratio CARE CARE Ratings Limited CDSL Central Depository Services (India) Limited CGHFL Capri Global Housing Finance Limited CGCL Capri Global Capital Limited The Companies Act, 1956, as amended (to the extent applicable) and/or The Companies Act the Companies Act, 2013, to the extent notified by the Ministry of Corporate Affairs, Government of India, as applicable. Non-Convertible debt securities which create or acknowledge indebtedness and include debenture, Debentures and such other securities Debt Securities of the Issuer, whether constituting a charge on the assets of the Issuer or not, but excludes security receipts and securitized debt instruments. Secured, Redeemable, Non-Convertible, Non-Cumulative, Debentures Debentures / NCDs offered through private placement route under the terms of this IM. The cut-off date on which the duly authorized committee/official approves the Allotment of the Debentures i.e. the date from which all Deemed Date of Allotment benefits under the Debentures including interest on the Debentures shall be available to the Debenture holders. The actual allotment of Debentures (i.e. approval from the Board of Directors or a Committee thereof) may

take place on a date other than the Deemed Date of Allotment.

A Depository registered with SEBI under the SEBI (Depositories and Depository Participant) Regulations, 1996, as amended from time to time Depositories Act The Depositories Act, 1996, as amended from time to time Depository Participant A Depository participant as defined under Depositories Act, 1996 Designated Stock Exchange BSE DER Debt Equity Ratio DP Depository Participant EPS Earnings Per Share FIs Financial Institutions Foreign Institutional Investor (as defined under the SEBI (Foreign FIIs Institutional Investors) Regulations, 1995) and registered with the SEBI under applicable laws in India Foreign Portfolio Investors as defined under SEBI (Foreign Portfolio FPI Investors) Regulations, 2014 registered with SEBI Financial Year/ FY/ Fiscal Period of twelve months’ period ending on March 31, of that year GoI Government of India / Central Government HUF Hindu Undivided Family Trustee Catalyst Trusteeship Limited An independent director referred to in sub-section (5) of Section 149 of Independent Director the Companies Act, 2013 It shall mean ‘Capri Global Housing Finance Limited’ a company Issuer / CGHFL / Company / incorporated under Companies Act, 1956 and having its registered office Our Company at 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 and bearing CIN U65990MH2006PLC161153 Our Company together with its subsidiaries, associates and its joint “our”/” we”/”us” venture on a consolidated basis, as the context may require IM Information Memorandum Issue / Offer Private Placement of Debentures of INR 2,500 Lacs I.T. Act The Income Tax Act, 1961, as amended from time to time IT Department/IT Dept. Income Tax Department IT Income Tax Key managerial personnel, in relation to the Company, shall mean: a) Chief Executive Officer or the Managing / Executive Director or the Manager, Key Managerial Personnel b) Company Secretary, c) Chief Financial Officer, any such other officer as may be prescribed under the Companies Act, 2013. Memorandum of Association of the Company as originally framed or as Memorandum / Memorandum altered from time to time in pursuance of any previous company law or of Association of the Companies Act, 2013. MF Mutual Fund MMFSL Money Matters Financial Services Limited MSME / SME Micro, Small and Medium Enterprise NRIs Non-Resident Indians NHB National Housing Bank NSDL National Securities Depository Ltd. PAN Permanent Account Number Offer of Debentures or invitation to subscribe to the Debentures of the Issuer (other than by way of public offer) through issue of this IM investors on such conditions including the form and manner of private Private Placement placement as prescribed under the Companies Act, 2013 and RBI Circular No. RBI/2014-15/475 DNBR(PD) CC NO. 021/03.10.001/2014-15 dated February 20, 2015. PPOL Private Placement Offer Letter GIR General Index Registration Number ₹/INR/Rupee/Rs. Indian National Rupee RBI Reserve Bank of India RBI Act, 1934 Reserve Bank of India Act, 1934

RTGS Real Time Gross Settlement

ROC Registrar of Companies, Mumbai Registrar to the Issue Link Intime India Private Limited Any rule, regulations, guideline or amendment as may be issued by RBI RBI Guidelines from time to time. Securities and Exchange Board established under Securities and SEBI Exchange Board of India Act, 1992, as amended from time to time Securities and Exchange Board of India Act, 1992, as amended from time SEBI Act to time Any rule, regulation or amendment as may be issued by SEBI from time SEBI Guidelines to time. Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and Securities and Exchange Board of SEBI Debt Regulations India (Issue and Listing of Debt Securities) Regulations, 2012 as amended from time to time. TDS Tax Deducted at Source

SECTION II

DISCLAIMERS

DISCLAIMER OF THE ISSUER

This IM is neither a Prospectus nor a Statement In lieu of Prospectus and is prepared in conformity with Companies Act, 2013, Form PAS-4 prescribed under Section 42 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014, SEBI Guidelines and RBI Guidelines and the relevant rules and regulations therein. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by Issuer. This document is for the exclusive use of the investors to whom it has been specifically addressed and it should not be circulated or distributed to third party(s). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to the Debentures issued by the Issuer. This Debenture issue is made strictly on private placement basis. Company shall not be responsible to any person to whom this has been not addressed and who acts upon reliance on the same and such person has no righty to further circulate it. Apart from this IM, no offer document or prospectus is being prepared about the offering of this Issue or in relation to Issuer.

This IM is not intended to form the basis of evaluation for the prospective subscribers to whom it is addressed and who are willing and eligible to subscribe to the Debentures issued by Company. This IM has been prepared to give general information regarding Issuer to parties proposing to invest in this issue of Debentures and it does not purport to contain all the information that any such party may require. Company believes that the information contained in this IM is true and correct as of the date hereof. Company does not undertake to update this IM to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein with Company. However, company its right for providing the information at its absolute discretion. Company accepts no responsibility for statements made in any advertisement or another material and anyone placing reliance on any other source of information would be doing so at his own risk and responsibility.

Prospective subscribers must make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and can bear the economic risk of investing in Debentures. It is the responsibility of the prospective subscribers to have obtained all consents, approvals or authorizations required by them to make an offer to subscribe for, and purchase the Debentures. It is the responsibility of the prospective subscribers to verify if they have necessary power and competence to apply for the Debentures under the relevant laws and regulations in force. Prospective subscribers should conduct their own investigation, due diligence and analysis before applying for the Debentures. Nothing in this IM should be construed as advice or recommendation by the Issuer to the Issue to subscribers to the Debentures.

This IM is not intended for distribution and as per sub-section (8) of section 42 of the Companies Act, 2013, the Issuer shall not release any public advertisements or utilise any media, marketing or distribution channels or agents to inform the public at large in relation to this Issue. It is meant for the consideration of the person to whom it is addressed and should not be reproduced by the recipient. The securities mentioned herein are being issued on private placement basis and this offer does not constitute a public offer / invitation.

The Issuer reserves the right to withdraw the private placement of the Debenture issue prior to the issue closing date(s) in the event of any unforeseen development adversely affecting the economic and regulatory environment or any other force majeure condition including any change in applicable law. In such an event, the Issuer will refund the application money, if any, along with interest payable on such application money, if any.

DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA

This IM has not been approved by Securities & Exchange Board of India. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this IM. It is to be distinctly understood that this IM should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this IM. Pursuant to rule 14 (3) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a copy of this IM shall be filed with the Registrar of Companies, Mumbai along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 and the same shall also be filed with SEBI along with fee as provided in the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2014 within a period of thirty days of circulation of the IM. However, SEBI reserves the right to take up at any point of

time, with Company, any irregularities or lapses in this IM.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this IM has been submitted to BSE (hereinafter referred to as “Exchange”) for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that this IM has been cleared or approved by the Exchanges; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor do they warrant that the Issuer’s Debentures will be listed or continue to be listed on the Exchanges; nor do they take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of Company. Every person who desires to apply for or otherwise acquire any Debentures of the Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

DISCLAIMER IN RESPECT OF JURISDICTION

The private placement of Debentures is made in India to Companies, Corporate Bodies, Trusts registered under the Indian Trusts Act, 1882, Societies registered under the Societies Registration Act, 1860 or any other applicable laws, provided that such Trust / Society is authorized under constitution / rules / byelaws to hold Debentures in a Company, Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Insurance Companies, Commercial Banks including Regional Rural Banks and Cooperative Banks, Provident, Pension, Gratuity, Superannuation Funds as defined under Indian laws. The IM does not, however, constitute an offer to sell or an invitation to subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this IM comes is required to inform him about and to observe any such restrictions. Any disputes arising out of this Issue will be subject to the jurisdiction of the Courts at the state of Mumbai only. All information considered adequate and relevant about the Issuer has been made available in this IM for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever.

DISCLAIMER BY DEBENTURE TRUSTEE

Investors should carefully read and note the contents of the IM. Each Prospective investor should make its own independent assessment of the merit of the investment in Bonds and the issuer Bank. Prospective investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Bonds and should possess the appropriate resources to analyze such investment and suitability of such investment to such investor’s particular circumstance. Prospective investors are required to make their own independent evaluation and judgement before making the investment and are believed to be experienced in Investing in debt markets and are able to bear the economic risk of investing in such instruments

DISCLAIMER OF THE RESERVE BANK OF INDIA

The Debentures have not been recommended or approved by the RBI nor does RBI guarantee the accuracy or adequacy of this IM. It is to be distinctly understood that this IM should not, in any way, be deemed or construed that the Debentures have been recommended for investment by the RBI. RBI does not take any responsibility either for the financial soundness of the Issuer, or the Debentures being issued by the Issuer or for the correctness of the statements made or opinions expressed in this IM. The potential investors may make investment decision in respect of the Debentures offered in terms of this IM solely based on their own analysis and RBI does not accept any responsibility about servicing / repayment of such investment.

SECTION III

GENERAL INFORMATION

3.1. ISSUER

Name of the Issuer : Capri Global Housing Finance Limited Registered Office : 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 Corporate Office : 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 Website : www.caprihomeloans.com E-mail : [email protected] Telephone Number : +91 22 4088 8100 Fax Number : +91 22 4088 8160 CIN : U65990MH2006PLC161153

The Company was incorporated as a Private Limited Company under the Companies Act, 1956 on April 17, 2006 at Mumbai as ‘Money Matters Securities Private Limited’ with a registered address at 1B, 1st Floor, Court Chambers, 35, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020. Subsequently upon passing the necessary resolution in terms of Section 21 of the Companies Act, 1956 and after obtaining approval of Central Government, Company’s name was changed from ‘Money Matters Securities Private Limited’ to ‘Capri Global Securities Private Limited’ on August 02, 2013, later on name of the Company was changed from ‘Capri Global Securities Private Limited’ to ‘Capri Global Housing Finance Private Limited’ with effect from October 28, 2014; subsequently the Company was converted into a Public Limited Company with effect from May 23, 2016 and accordingly the name of the Company was changed from ‘Capri Global Housing Finance Private Limited’ to ‘Capri Global Housing Finance Limited’; The Registered office of the Company was shifted to the present address with effect from June 01, 2017. The Company received registration from National Housing Bank on September 28, 2015 to commence housing finance business.

3.2. COMPLIANCE OFFICER

COMPANY SECRETARY Mr. Abhishekh Kanoi Company Secretary 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 Tel: +91 22 – 4088 8104; Facsimile: +91 22 4088 8160 E-mail: [email protected]

3.3. ARRANGERS TO THE ISSUE

N. A.

3.4. CREDIT RATING AGENCIES TO THE DEBENTURES

CARE Ratings Limited (CARE) CARE Ratings Limited 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022. Email ID: [email protected]

3.5. STATUTORY AUDITORS OF THE ISSUER S. NAME ADDRESS AUDITORS OF THE NO. COMPANY SINCE Indiabulls Finance Centre, Tower 3, M/s. Deloitte Haskins & Sells 31st Floor Senapati Bapat Marg, 1 LLP, Chartered Accountants, July 17, 2017 Elphinstone Road (West) Mumbai Mumbai – 400 013 Phone: (022) 6185 4000 / 4001

S. NAME ADDRESS AUDITORS OF THE

NO. COMPANY SINCE Email: [email protected] Contact Person: Mr. G. K. Subramaniam Firm Regn No. 117366W /W-100018

3.6. Details of change in Auditors of the Company since last three years:

Date of S. Financial Remark Name Address Appointment/ No. Year (if any) Resignation Indiabulls Finance Centre, Tower 3, 31st Floor, Senapati Bapat Marg, Appointed M/s. Deloitte Elphinstone Road (West) pursuant to Haskins & Sells Mumbai- 400013 Appointed on General 1. 2016-18 LLP, Chartered Phone: (022) 6185 400 July 17, 2017 Meeting Accountants, Email: [email protected] dated July 17, Mumbai Contact Person: Mr. G. K. 2017 Subramaniam Firm Regn No. 117366W /W- 100018 Auditor expressed their in- 2A, Kitab Mahal, 192, D. N. ability to be Road, Mumbai- 400 021 re-appointed M/s. Karnavat & Co., Tel: +91 22 4066 6666; Tenure due to pre- Chartered Fax: +91 22 4066 6660 Completed on 2. 2016-17 occupation Accountants, Email: [email protected] 17th July, and same was Mumbai Contact Person: Mr. Shahsikant 2017. accepted in Gupta the Board Firm Regn. No. 104863W Meeting dated May 13, 2017

3.7 DETAILS OF PROMOTERS OF THE COMPANY:

DETAILS OF PROMOTER HOLDING IN THE COMPANY AS ON MARCH 31, 2020:

The Company is a wholly owned subsidiary of Capri Global Capital Limited (CIN No. L65921MH1994PLC173469). The entire Equity Share Capital of Rs. 607,142,800/- comprising of 60,714,280 equity shares of Rs.10 each is held by Capri Global Capital Limited. None of the shares have been pledged.

SECTION IV

BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OFACTIVITIES UNDERTAKEN, ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION

4.1. CONSTITUTION

4.2. CHANGES IN NAME AND THE REGISTERED AND CORPORATE OFFICE

DATE OF SHAREHOLDERS’ CHANGE IN ADDRESS OF THE REGISTERED OFFICE RESOLUTION The Registered Office of the Company was shifted within the State of Maharashtra from 1B, 1st Floor, Court Chambers, 35, Sir Vithaldas June 1, 2017 Thackersey Marg, New Marine Lines, Mumbai - 400 020 to a new address at 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013

DATE CHANGE OF NAME / REGISTERED OFFICE OF THE COMPANY Capri Global Securities Private Limited August 02, 2013 1-B, Court Chambers, 35 Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020 Capri Global Housing Finance Private Limited October 28, 2014 1-B, Court Chambers, 35 Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020 Capri Global Housing Finance Limited May 23, 2016 1-B, Court Chambers, 35 Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020 Capri Global Housing Finance Limited July 01, 2017 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013

4.3. MAJOR EVENTS AND MILESTONES

CALENDAR YEAR EVENT 2006 Incorporation of our Company The Company received registration from National Housing Bank to commence 2015 housing finance business Conversion of the Company to Public Limited Company 2016 Housing Finance Business Commenced from December 2016 2017 Registered office of the Company shifted to current address

4.4. DETAILS REGARDING ACQUISITION OF BUSINESS / UNDERTAKINGS, MERGERS, AMALGAMATION, REVALUATION OF ASSETS IN THE LAST ONE YEAR:

NIL

4.5. DETAILS OFANY REORGANISATION OR RECONSTRUCTION IN THE LAST ONE YEAR:

NIL

4.6. HOLDING ENTITY / OUR PROMOTER

Capri Global Capital Limited (CIN No. L65921MH1994PLC173469) is a holding company. The entire Equity Share Capital of Rs. 607,142,800/- comprising of 60,714,280 equity shares of Rs.10 each is held by Capri Global Capital Limited.

4.7. JOINT VENTURES

Our Company does not have a Joint Venture as on March 31, 2020.

4.8. ENTITIES IN WHICH WE HAVE EQUITY INVESTMENT

NIL

SECTION V

EXISTING CORPORATE ORGANOGRAM

SECTION VI SUMMARY OF BUSINESS / ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS

6.1. OVERVIEW

The Company is a registered as Housing Finance Institution with National Housing Bank (NHB) and holds registration No. 09.0128.15 dated September 28, 2015. The Company is engaging in lending mainly to LIG (Low Income Segment), MIG (Middle Income Group) & EWS (Economic Weak Segment) segments primarily in Tier II & Tier III cities and micro markets in Tier I cities.

As on date, the Company is having 76 branches spread across Maharashtra, Gujarat, Rajasthan, Madhya Pradesh, Uttar Pradesh, Chhattisgarh and Delhi NCR. The Company has a strong team of ~550 professionals led by experienced senior management team and guided by the Board members having requisite expertise and wisdom. The Company has AUM of Rs. 898.39 Crores as on 31st March, 2020 and as on 31st March 2020, CRAR, TOL/TNW & Net-worth of the Company is 40.35%, 3.34 and Rs. 231.53 Crores respectively.

CGHFL provides secured finance, primarily to self-employed, Professionals, Businessman and salaried person for the purchase, self-construction, plot + construction, improvement and extension of homes, new and resalable flats. As on 31st March 2020; Average Ticket Size of the portfolio is ~Rs. 9 Lakhs. Disbursement of loans worth INR 253.3 Crores during Financial Year 2019-20.

Technology Systems and Operational Methods:

1. The Company has adopted all relevant contemporary and technology based operational methods and systems. For credit delivery / administration, the Company has employed’ new generation cloud based platform from Indus Technologies with features such as mobility, work flow based rule engine, CRM, DMS, Collection and Collateral modules, Accounting Software ‘SAP’ is already implemented. Going forward, the Company plans to swiftly adapt to changes to meet the challenges of increasing technological development. Having said that, Company does the periodic upgrades of software’s (IT Applications) along with its internal development team.

The Company has earned profits after tax in the past Four years. The year wise report of net profits and NPAs of the Company is as follows:

Particulars (Rs. in Cr) FY, 2018 FY, 2019 FY, 2020 Profit After Tax (6.97) 6.98 24.33 CRAR 69.52% 49.60% 40.35% Gross NPA (in %) 0.13% 0.53% 1.21% Net NPA (in %) 0.11% 0.16% 0.39%

The Company’s performance can be analysed from its Key Performance Indicators on an annual basis (for year ending as of March 31). The same is as follows:

As on/for the year As on/for the year ended As on/for the year ended ended Particulars March 31, 2018 March 31, 2019 (Audited) March 31, 2020 (Audited) (Audited) Ind AS Ind AS Ind AS For Financial

Entities Loan Disbursed 253.3 237.13 616.79 During the Year Loan Book 242.08 786.62 898.39 Net worth 100.53 207.21 231.53 Total Income 15.46 88.90 139.47 Income from 15.46 88.87 137.87 Operation PAT -6.97 6.98 24.33

The Company’s EPS and PAT has increased for FY 2020 as compared to previous years.

Our Strengths Financials Snapshot (Standalone Basis) (Rs. In Cr.) As on/for the As on/for the As on/for the year ended year ended period Parameters March 31, 2018 March 31, 2019 March 31, 2020 (Audited) Ind (Audited) Ind (Audited) IND AS AS AS Net worth 100.53 207.21 231.53 Total Debt 109.85 679.98 779.37 of which - Long Term Borrowings 109.85 679.98 779.37 - Current Maturities of Long-Term Borrowings 6.35 20.08 131.58 -Short Term Borrowings NIL NIL NIL Net Fixed Assets 2.43 2.27 1.45 Current Investments NIL NIL 112.09 Current Assets 16.92 155.79 146.17 Assets held for Sale NIL NIL NIL Current Liabilities other than debt 62.01 125.17 10.49 Net sales 15.46 88.87 137.87 EBITDA -5.52 45.82 100.31 EBIT -5.52 45.82 97.99 Interest 1.51 36.55 126.48 PAT (Loss After Tax) -6.97 6.98 24.33 Dividend amounts 0.00 0.00 0.00 Current Ratio 0.27 1.24 1.03 Gross Debt/Equity Ratio 3.28 4.44 3.37

The Company encourages the right work culture, supported by ethical work practices to facilitate good business. The Company’s key strength is ready access to a range of cost-effective funding sources. It also promotes the belief that a comprehensive governance system, based on relationships and trust, is crucial to creating consistent stakeholder value.

 Empowered team – The success of the Company’s business and contentment of its customers is largely dependent on team performance. The proficiency, leadership and capabilities of the team members are important for long-term success. Significant efforts are made in the area of talent acquisition, employee development, leadership enhancement and performance management.

 Comprehensive Governance System – The commitment is towards implementing best practices for maintaining corporate discipline. The leadership team comprises of an optimal mix of professionals with extensive experience and domain expertise, provides strategic direction to steer our continued growth.

Over the years, the Company could position itself as a reliable financial services provider to customers through our due diligence, efficient processing and speedy disbursements. We have an efficient technology back-up and efficient risk-management framework of the Company.

Our Strategy

1) The Company planned a strategic shift towards Housing Finance lending to reach a wide spectrum of home buyers.

A) The Company is a registered as Housing Finance Institution with National Housing Bank (NHB) and holds registration No. 09.0128.15 dated September 28, 2015. The Company is engaging in lending mainly to LIG (Low Income Segment), MIG (Middle Income Group) & EWS (Economic Weak Segment) segments primarily in Tier II & Tier III cities and micro markets in Tier I cities.

Mar ch, 2020 and as on 31st March 2020, CRAR, TOL/TNW & Net-worth of the Company is 40.35%, 3.34 and Rs. 231.53 Crores respectively.

B) Infusing Customer Centricity – The Company is a customer-focused entity, focused on understanding client requirements and addressing through innovative solutions. The sales team regularly visit customers in our focused markets. There is an emphasis on customer engagement by going closer to people, listening to their requirements and trying to improve the products and services, based on their insights.

C) Increasing Footprints – The Company now has over 76 branches across India including Tier II and Tier III cities. Further it is planning to spread its network in various Indian states.

The Company’s strategy for the future is to focus on the following areas:

 Maintain strong asset quality and earnings growth

The Company has maintained reliable loan and investment portfolios, through keeping a watch on the target customer base, a comprehensive risk-assessment and thorough risk remediation procedure. It aims to maintain its focus on steady remediation procedure. It aims to maintain its focus on steady earnings growth through conservative risk management techniques and by accessing low-cost funds.

 Leverage existing network with selective expansion

The Company proposes to expand its operations across India in a phased manner by tapping underserved segments – Tier II and Tier III of the Indian economy.

 Strengthen IT platform

Technology continues to be a strategic enabler for the Company. It is primary for the Company’s future business growth and cost optimisation. The Company aims to strengthen processes to improve operational efficiency, end-to-end business automation and customer service to support business growth. Also, an effective collection system is an absolute necessity for HFCs. With a larger collection team and regular follow-ups and reminders, we are on track to achieve best-in-class efficiencies and protect our profitability. We also endeavour to ensure that our clients receive finance in the shortest possible time because timely meeting of capital needs is important to them.

 Future Business:

CGHFL will continue to target lower- and middle-income segment catering to underserve borrower profile. CGHFL plans to expand its branch network to 235 branches by March 2024. To fuel future growth CGHFL will leverage on its direct sourcing model and use of technology to drive efficiency and cost optimisation.

6.2. OUR PRODUCTS AND BUSINESS

The Product portfolio of the Company is classified into the following two categories:

1. Retails Home Loans – The Company provides home loans to borrowers who are willing to purchase their own house. The Company has taken a cautious approach and is doing the business in granular way. This has also resulted in minimising the concentration risk.

2. Home Equity - Our Non-Home Loan products are basically called Home Equity. These includes top- up loans / home furnishing loans, etc. which are not used for building / constructing / buying home.

Regional Presence:

Given below is state wise break up of branches offices on group level.

SR Name Address Delhi 1 Okhla A-109, DLF Prime Tower, Okhla Phase-I, New Delhi – 110020 2 Pusa Road 3B-2nd Floor, Pusa Road, New Delhi 110005 3 Ghaziabad S-1A, 2nd Floor, Plot no 4/4, Shriram Plaza, Vaishali Sector-4, Ghaziabad-201010 4 Noida A- 152, 2nd floor, Sector 63, Noida 201301 5 Netaji Office No 311,312 3Rd Floor Gd-Itl Northex Towers, (A-09), Netaji Subhash Place, Subhash Place Pitampura, Delhi - 110034 Haryana 6 Gurgaon Shop No- 13, 1st Floor, Friends Colony, Sector-15, Jharsa Road, Gurgaon, Haryana - 122 001 Gujarat 7 Junagarh Shop No 201, 2nd Floor, Platinum 2, Collage Road, Junagarh 362001 8 Gandhidham Tripada Complex, Office-201, Plot-275, Sector-1/A, Nr. Mamlatdar Office, Gandhidham-Kutch-370201 9 Bharuch Office No. 24-25, Rang Palace, IInd Tower, 2nd Floor, Near Inox, Zadeshwar Road, Bharuch – 392 012 10 Surat Office No. 606, 6th Floor, 21st Century Business Centre, Ring Road, Surat - 395 002 11 Ahmedabad Office No. 3, 4th Floor, Sapphire Business Centre, 4, Satyawadi Society, Usmanpura, Ashram Road, Ahmedabad - 380 009 12 Anand Shop No.8, First Floor, Radha Arcade, Near Indira Statue, Anand - 388 001 13 Himmatnagar Office No 206, Sun Complex II, Behind Hotel Navjeevan, Motipura NH 8, Himmatnagar, Gujarat 383001 14 Palanpur Office No 21/22/23, 3rd Floor Trimurti Complex, Near Sanskrut Bldg, Abu Highway Road, Palanpur, Gujarat – 385001 15 Morbi Office No. 502, 5th Floor, Siddhi Vinayak Arcade, Ravapar Road, Opp Rajkot Nagrik Sahkari Bank, Morbi 363641, Gujarat 16 Kalol Office No 4, First Floor, City Mall 2, Above , IDBI Bank, Navjeevan Mill compound, Kalol New Gujarat 382721 17 Rajkot Office No 308, Shivalik 7, Gondal Road, Near Passport Office, Rajkot - 360002 18 Jamnagar Office No. A 205, 2nd Floor, Kuber Avenue, Near Gurudwara Circle, Indira Marg, Above Vodafone, Jamnagar – 361 001. 19 Mehsana Shop No 12, 4th Floor, Orbit Complex, Radhanpur Road, Mehsana, 384002 20 Vadodara 415-416, National Plaza, R C Dutt Road, Alkapuri, Vadodara-390007 21 Naroda Shop No 102 & 103, Sai Avenue, 1st Floor, Near Emerald Restaurant, NH8, Galaxy Road, Naroda, Ahmedabad 382330 MMR 22 Virar Office No. 1 & 2, Ground Floor, Agarwal Paradise, Opp. D-Mart, Vrindawan Township, Y.K. Nagar, Virar West - 401 303 23 Kalyan Office No. 601, 6th Floor, Sai Arcade, Shivaji Chowk, Kalyan West - 421 301 24 Andheri 4th Floor, Indiana House, Near Marol Metro Station, Andheri East, Mumbai - 400 059 25 Thane 225, IInd Floor, A Wing, Lodha Supremus II, Near New Passport Office, Wagle Estate, Road No. 22, Thane West - 400 604 26 Mira Road Unit No -508, Space 912, Above Brand Factory, Mira-Bhayander Road, Opp. Pleasant Park, Thane, Maharashtra 401107 MP

27 Raipur Shop No 205, 2nd Floor, Lalganga Business Park, N.H. 43, Pachpedi naka, Raipur Chhattisgarh 492001 28 Indore I Unit No 110 & 111, First Floor, Megapolis Square, 579, M.G. Road, Indore, Madhya Pradesh – 452001 29 Jabalpur Office No 46, 2nd Floor, Ahuja Towers, Opp Bhawartal Gardern, Napier Town, Jabalpur, Madhya Pradesh 482001 30 Khargone Office No. 10, First Floor, Nagarpalika Market, Jawahar Marg, Khargone, Madhya Pradesh 451001 31 Ujjain Office No. 10, 2nd Floor, Giriraj Heritage, Madhav Club Road, Teem Batti Square, Near Dava Bazar, Ujjain – 456010, Madhya Pradesh 32 Vidisha Office No 10, 3rd Floor, Gaurav Business Square, Infront of Adani Wilmare Ltd. Plant, Sanchi Road, Vidisha, Madhya Pradesh 464001 33 RATLAM Office No. 8, 2nd Floor, Gurudatta Empire, 135 New Road, Ratlam, Madhya Pradesh – 457 001 34 Dhar Unit no. 201, 2nd Floor, Kanchan Classic, 79, Kashibaug Colony, Indore-Ahmedabad Road, Dhār, Madhya Pradesh 454001 35 Hoshangabad 1st Floor, Ramajibaba Complex, Beside Ramjibaba Samadhi, Hoshangabad, Madhya Pradesh 461001 36 Satna Unit no. 2, Third Floor, Tiwari Towers, Rewa Rd, Satna, Madhya Pradesh 485001 37 Indore II Ground Floor, Sancheti Avenue, 3125, Sector E, Sudama Nagar, Near Gopur Square, Ring Road, Indore 452009 38 Mandsaur 164, Mahu-Neemuch Road, 1st Floor, Opp. Nutan School, Gandhi Market, Mandsaur, 458 002 39 Khandwa Unit No 103, 1st Floor, Landmark One, Mansingka Tiraha, Pandhana Road, Khandwa, Madhya Pradesh 450001 40 Neemuch 2nd Floor, Above Sajjan Tower, Tagore Marg, Neemuch Chawni, Neemuch, Madhya Pradesh 458441 41 Bhopal T 5, Third Floor, City Centre, Plot No 1, MP Nagar, Bhopal, Madhya Pradesh -462011 42 Ashta Vijay Villa Shop No. 2 Kannod Road near PNB ATM, Ashta, Dist. Sehore Madhya Pradesh 466116 43 AGAR- Sanchora Bhavan, 1st Floor, Opp. Marketing Petrol Pump, Ujjain Road, Dist. Agar MALWA Malwa - 465441 44 SHUJALPUR Ground floor Shop no 7, C/o Tulsiram Rajpal shop, Neasr chowki, M.G. Road, Shujalpur Mandi, Dist Shujalpur, 465333, Madhya Pradesh 45 BETUL No. 428/1, 1st Floor, Chandrashekhar ward, Itarsi Road, Sadar near Ganesh Hotel Betul MP 460001 Rajasthan 46 Jodhpur Plot No -637B, ground floor, Bhansali Tower, Main Residency Road, Jodhpur - 342011 47 Udaipur Office No S – 4, Second Floor, Business Centre- 1 Madhuban, Udaipur - 313 001 Rajasthan 48 Kota Plot no-11, Near Gumanpura Thana, Police Station,Jhalawar Road , Kota-324 007 49 Alwar 14-Scheme N0-1, 2Nd Floor, Bhagat Singh Circle, Arya Nagar Alwar, Rajasthan 301001 50 Bhilwara Office No – 2 & 3, 1st Floor, Shreeji Tower, Opposite Yes Bank, Pura Road, Bhilwara – 311001 51 Ajmer Shop No 75,76,77 4Th Floor K.C Complex Opp Daulat Bagh Ajmer 305001 52 Jaipur II Plot No. 13, 3nd Floor, Pratap Nagar, Khatipura Road, Vaishali Nagar, Jaipur, Rajasthan- 302021 53 Bikaner 1st Floor, Parshwanath Plaza, Rani Bazar, Near Railway Station, Bikaner, Rajasthan 334001 54 Sujangarh Shop No 5 First floor gaurav tower station road sujangarh Dist Churu Rajasthan 331001 55 Chittorgarh Shop no S-23, Ambe Market, B Block, First Floor, Chittorgarh Dist., Rajasthan- 312001 56 Jaitaran Plot no - 53A, Agewa Road, Khasra No -622/3, Jaitaran, Dist. - Pali, Rajasthan - 306302 57 Sumerpur Opp Power House Jawai Bandh Road Sumerpur Distt Pali Rajasthan - 306902 58 Ratangarh Near Choudhry TVS Show Room Link Road, District Churu, Ratangarh 331022, Rajasthan, India ROM 59 Amravati Shop No. 1, Ground Floor, Vimaco Towers, Bus Stand Road, Amravati – 444 602.

60 Akola Office No. 203, Second Floor, Yamuna Sankul, Civil Lines Road, Akola – 444 001 61 Chinchwad Office No 316, Kohinoor Majestic, G Block, Plot No. 185/186, Bharat Ratna Rajiv Gandhi Marg, Ajantha Nagar, Chinchwad, Thermax Chawk, Behind Kundan Hyundai Showroom, Pimpri-Chinchwad, Maharashtra - 411019 62 Pune Office No. 301, 3rd Floor, 927, Sanas Memories, Shivajinagar, FC Road, Pune - 411 004 63 Kolhapur Office No F- 1, Swanand Complex, New Shahupuri , Near CBS, kolhapur, Pin - 416001 64 Jalgaon 2nd Floor, Panna Heights, Opp Omkareshwar Mandir, Jay Nagar, Jalgaon, Maharashtra -425002 65 Satara SF20, Satara City Business Centre, Survey no 283/1A, Plot No 1, Radhika Road, Karanjetarf, Satara 415002, Maharashtra 66 Shrirampur Shop No. S9, 2nd Floor, Sai Super Market, Main Road, Shrirampur 413709, Dist Ahmednagar, Maharashtra 67 Sangli S-04, 2nd Floor, Shivratna Appartment, Collage Corner, Opp G A Collage, Sangli - 416416, Maharashtra 68 Nagpur Plot No. 569, "Sharad Vilas", Ground Floor, Opp. G.S. College, Gore Peth, Nagpur - 440 010 69 NASHIk 102, First Floor, Plot No. 34 + 36/B, Divine TEJ, Thatte Cross Road No. 2, Kulkarni Baug, Opp. Croma, Nashik – 422 005 70 Ahmednagar 1st Floor, Renuka Apartment, Near Reliance Mall, Savedi Road, Savedi, Ahmednagar - 414001 71 Aurangabad Golden City Center, Office No 114 & 115, Plot No P-79, Beside Prozone Mall, Chikalthana MIDC, Chikalthana, Aurangabad - 431210 72 Kharadi 2nd Floor, Kolte Patil Down Town, City Vista, Office No 16, Fountain Road, Kharadi, Pune 411014 73 Narhe Shop No.4, Bldg-3, S.No. 56/12, Walhekar Property, Second Floor, Above HDFC Bank, Narhe Gaon,Tal- Haveli,, Pune 411041, Maharashtra Uttar Pradesh 74 Meerut Office no. 22, Tej Garhi Tyagi Market, 1st Floor, Garh Road, Meerut, Uttar Pardesh – 2540004 75 Mathura Office No C -57, Gauri Plaza Opposite Manas Nagar Krishna Nagar Mathura 281004 76 AGRA Office No S2, Block 41/4B, 2nd Floor, Friends Tower, Sanjay Place, Agra 282002, U.P.

6.3. Business details of subsidiaries:

The Company does not have any subsidiaries.

6.3.1 Insurance Cover taken by the Company:

For the year 2020-21 the Company has taken adequate Insurance cover to transfer risk of damage, fire and theft of assets of the Company and the same shall be renewed as at when it will require.

SECTION VII OUR MANAGEMENT

7.1. DETAILS OF THE BOARD

Under our Articles of Association, unless otherwise decided at General Meeting our Company is required to have not less than three directors and not more than twelve directors (other than alternate directors or debenture directors, if any). We currently have four directors out of which one is Managing Director and three are independent directors.

The following table sets forth details regarding our Board as on 31st March 2020:

Name, Father’s Name, Residential Director of the Other Directorships Date of Designation, Address Company Appointmen Occupation, DIN, Age Since t / and Nationality Resignation Mr. Rajesh Sharma C-1401, Floor- December 24, 1. Stroll Properties December 24, S/o Ramesh Chandra 14, Tower C, 2012 Private Limited 2012 Sharma Beau Monde (Managing 2. Parshwanath (Appointed as Appasaheb Director with Buildcon Private Managing Managing Director Marathe Marg, effect from Limited Director with Occupation: Business Prabhadevi, from July 4, 3. Sitilite Properties effect from DIN: 00020037 Mumbai – 400 2018) Private Limited July 4, 2018) Age: 50 years 025 4. Parijat Properties Nationality: Indian Private Limited 5. Capri Global Capital Limited 6. Sweet Memories Property Private Limited 7. Capri Global Holdings Private Limited 8. Capri Global Advisory Services Private Limited 9. Terrain Properties Private Limited 10. Budhinath Advisory Services Private Limited 11. Realty Check Properties Private Limited 12. Sukumar Properties Private Limited 13. Shri Rangji Realties Private Limited 14. Sarvasiddhanta Properties Private Limited 15. Gagandeep Infrastructures Private Limited 16. Vishwamukha Developers Private Limited 17. Money Matters Properties Private Limited

Name, Father’s Name, Residential Director of the Other Directorships Date of Designation, Address Company Appointmen Occupation, DIN, Age Since t / and Nationality Resignation 18. Dnyaneshwar Trading and Investments Private Limited 19. Capri Global Asset Reconstruction Private Limited Mr. Beni Prasad 802 - B, Ivy February 11, 1. Capri Global Capital February 11, Rauka Tower, Vasant 2011 Limited 2011 S/o Jagdish Prasad Valley, Film City 2. Advanced Enzytech Rauka Road, Near Solutions Limited Dindoshi Bus 3. Manoo Finance and Independent Director Depot, Malad Investment Private Occupation: Service (East), Mumbai – Limited DIN: 00295213 400 097 4. Capri Global Age: 56 years Resources Private Nationality: Indian Limited 5. Pranoo Financial Services Private Limited 6. Advanced Bio-Agro Tech Limited 7. Indergiri Finance Limited 8. Indergiri Securities Private Limited 9. Indergiri Share and Stock Brokers Private Limited 10. JC Biotech Private Limited Ms. Bhagyam Ramani 501, Anand Co- September 25, 1. NSE Clearing September W/o Ganapathi Ramani operative 2014 Limited 25, 2014 Housing Society, 2. Capri Global Capital Independent Director Juhu Versova Limited Occupation: Business Link Road, 3. Tata AIG General DIN: 00107097 Andheri (W), Insurance Company Age: 68 years Mumbai – 400 Limited Nationality: Indian 058 4. IDBI Federal Life Insurance Company Limited 5. Lloyds Metals and Energy Limited 6. L&T Special Steels and Heavy Forgings Private Limited 7. Gujarat Sidhee Cement Limited 8. Saurashtra Cement Limited Mr. T. R. Bajalia 1602, B Wing, September 25, 1. India Steel Works September S/o Toonda Ram Gundecha Altura, 2014 Limited 25, 2014 Bajalia LBS Marg, 2. Isinox Limited Kanjurmarg 3. Kanchansobha Additional (West), Mumbai Finance Private (Independent) Director -400 078 Limited

Name, Father’s Name, Residential Director of the Other Directorships Date of Designation, Address Company Appointmen Occupation, DIN, Age Since t / and Nationality Resignation Occupation: Business 4. Pen India Limited DIN: 02291892 5. Moneyplus Financial Age: 63 years Services Private Nationality: Indian Limited 6. Indinox Steels Private Limited

None of the current Directors of the Issuer appear in the ECGC defaulters list.

Details of Changes in Directors in last 3 years: NAME DIN DESIGNATION DATE OF DATE OF REASON APPOINTMENT COMPLETION OF TENURE / RESIGNATION DATE Mr. Sunil 01436404 Executive September 25, May 18, 2017 Resigned Kapoor Director 2014 Mr. Kaushik 07779158 Director February 01, July 27, 2018 Resigned Chatterjee 2018

SECTION VIII DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC.

8.1. INTERESTS OF OUR DIRECTORS

Except as otherwise stated in “Financial Statements – Related Party Transactions” our Company has not entered any contract, agreements and arrangement during the three financial years preceding the date of this IM in which the directors are interested directly or indirectly and no payments have been made to them in respect of such contracts or agreements.

All our Directors, including our Independent Director(s), may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a committee thereof, as well as to the extent of other remuneration and reimbursement of expenses payable to them.

8.2. INTEREST OF KEY MANAGERIAL PERSONS / PROMOTERS IN THE OFFER

None of our Key Managerial Persons / Promoters are interested in the Offer.

8.3. LITIGATION

As per materiality policy defined by Board there is no litigation which materially affects the Company.

8.4. REMUNERATION OF DIRECTORS

8.4.1. Whole Time Directors / Managing Directors

The following table sets forth the details of remuneration paid to the Whole-Time Director(s) for the period April 01, 2019 to March 31, 2020:

Name of the Director Salary & Allowances, Performance Other Benefits Total (INR) linked Incentive / Ex-gratia (INR) (INR) Mr. Rajesh Sharma 12,00,000 0 12,00,000 (Managing Director)

The following table sets forth the details of remuneration paid to the Whole-Time Directors for the Financial year 2018-19:

Name of the Director Salary & Allowances, Performance Other Benefits Total (INR) linked Incentive / Ex-gratia (INR) (INR) Mr. Rajesh Sharma* 8,90,323 0 8,90,323 * with effect from July 04, 2018

Remuneration paid to the Whole-Time Directors Financial year 2017-18:

Nil

8.5. Relationship with other Directors

None of the Directors of the Company are, in any way, related to each other.

8.6. RELATED PARTY TRANSACTIONS

Related party transactions entered during the last 2 financial years immediately preceding the year of circulation of this IM including about loans made or guarantees given or securities provided:

Compensation of key management personnel of the Company

Key management personnel are those individuals who have the authority and responsibility for planning and exercising power to directly or indirectly control the activities of the Company and its employees. The Company includes the members of the Board of Directors which include independent directors (and its sub-committees) and Executive Committee to be key management personnel for the purposes of Ind AS 24 Related Party Disclosures.

For the year For the year ended ended March Particulars March 31, 2020 31, 2019 Short–term employee benefits 12,00,000 8,90,232 Post–employment pension (defined contribution) - - Termination benefits - - Total 12,00,000 8,90,232

Transactions with key management personnel of the Company

The Company enters into transactions, arrangements and agreements involving directors, senior management and their business associates, or close family members, in the ordinary course of business under the same commercial and market terms, interest and commission rates that apply to non-related parties.

The following table provides the total amount of transactions, which have been entered into with key management personnel for the relevant financial year:

For the year For the year ended ended March Particulars March 31, 2020 31, 2019 Director Sitting Fees 10,70,000 12,22,500 Total 10,70,000 12,22,500

Key management personnel of the Company: As on 31st March, 2020 Mr. Rajesh Sharma (w.e.f July 04, 2018) Managing Director Mrs. Bhagyam Ramani Independent Director Mr. Beni Prasad Rauka Independent Director Mr. T.R. Bajalia Independent Director

As at March 31, 2019 Key management personnel of the Company: Mr. Rajesh Sharma (w.e.f. July 04, 2018) Managing Director Mr. Kaushik Chatterjee (up to July 30, 2018) Director Mrs. Bhagyam Ramani Independent Director Mr. Beni Prasad Rauka Independent Director Mr. T.R. Bajalia Independent Director

Transactions with related party of the Company

Name of related parties and related party relationship: a) Related parties where control exists: Capri Global Capital Limited (Holding Company)

For the year For the year ended ended March Particulars March 31, 2020 31, 2019 Income Service fees 1,04,27,906 - Expenses Service Fees 1,20,00,000 1,82,75,360

Balance Sheet Item For the year For the (Closing Balance) ended year ended March 31, March 31, 2020 2019 Amount Payable 85,47,097 26,23,513 Amount Receivable 16,22,998 -

b) Fellow subsidiary companies Capri Global Resources Private Limited Capri Global Asset Reconstruction Private Limited (Till December 30, 2019) Capri Global Capital (Mauritius) Limited (Till December 15, 2019)

c) Enterprises over which Management and/or their relatives have control: Capri Global Holdings Private Limited Parshwanath Buildcon Private Limited For the year For the year ended ended March Particulars March 31, 2020 31, 2019 Rent 5,60,127 4,57,800 Total 5,60,127 4,57,800

d) Post retirement benefit plan: Money Matters Securities Private Limited Employee Group Gratuity Assurance Scheme For the year For the year ended ended March Statement of Profit & Loss Account March 31, 2020 31, 2019 Employee Benefits 20,12,000 2,46,654 Total 20,12,000 2,46,654

Balance Sheet Item For the year For the (Closing Balance) ended year ended March 31, March 31, 2020 2019 Amount Payable -- 19,88,930

e) Corporate Social Responsibility: Capri Foundation For the year For the year ended ended March Statement of Profit & Loss Account March 31, 2020 31, 2019 Corporate Social Responsibility Expenses 13,02,500 10,71,672 Total 13,02,500 10,71,672

Trust Under Common Control Money Matters Securities Private Limited Employee Group Gratuity Assurance Scheme

Corporate Social Responsibility Capri Foundation

8.7. PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS

Not applicable as the Company is engaged into lending business.

8.8. DETAILS OF ANY INQUIRY, INSPECTIONS OR INVESTIGATIONS INITIATED OR CONDUCTED UNDER THE COMPANIES ACT OR ANY PREVIOUS COMPANY LAW IN THE LAST THREE YEARS IMMEDIATELY PRECDING THE YEAR OF CIRCULATION OF PRIVATE PLACEMENT OFFER LETTER AGAINST THE COMPANY AND ITS SUBSIDIARIES

There has been no inquiry, inspection or investigation initiated or conducted against the Company or its subsidiaries under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of IM. Further there was no prosecution filed, fines imposed, compounding of offences against the Company or its subsidiaries in the last three years immediately preceding the year of circulation of IM.

8.9. DETAILS OF DEFAULT(S) AND / OR DELAY(S) IN PAYMENTS OF ANY KIND OF STATUTORY DUES, DEBENTURES / DEBT SECURITIES AND INTEREST THEREON, DEPOSITS AND INTEREST THEREON, LOANS FROM ANY BANK OR FINANCIAL INSTITUTION AND INTEREST THEREON AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY.

8.8.1 The Issuer has not defaulted on payment of any kind of statutory dues to the Government of India, State Government(s), statutory / regulatory bodies, authorities, departments etc., since inception.

8.8.2. The main constituents of the Issuer’s borrowings are generally in form of loans from banks and financial institutions, assistance from multilateral and bilateral financing agencies etc. In respect of such borrowings, the Issuer certifies that:

(i) it has serviced all the principal and interest liabilities on all its borrowings on time and there has been no instance of delay or default since inception; and

(ii) it has not affected any kind of roll over or restructuring against any of its borrowings in the past.

8.8.3 The Issuer has not defaulted on any of its payment obligations arising out of any corporate guarantee issued by it to any counterparty including its subsidiaries, if any, joint venture entities, group companies etc. in the past.

8.8.4 THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED:

NIL

8.10. DETAILS OF ACTS OF MATERIAL FRAUDS COMMITTED AGAINST THE COMPANY IN THE LAST THREE YEARS, IF ANY, AND IF SO, THE ACTION TAKEN BY THE COMPANY

Considering the policy of materiality of the Company, there have been no act of material fraud against the Company, in the last three years immediately preceding the year of circulation of IM.

8.11. OUTSTANDING BORROWINGS / DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, AT A PREMIUM OR DISCOUNT, OR IN PURSUANCE OF AN OPTION

Other than and to the extent mentioned elsewhere in the IM, the Issuer has not issued any debt securities or agreed to issue any debt securities or availed any borrowings for a consideration other than cash, whether in whole or in part, at a premium or discount or in pursuance of an option since inception.

8.11 AUDITORS’ QUALIFICATIONS

Details with respect to qualifications, reservations and adverse remarks of the auditors of the Company in the last five financial years immediately preceding the year of circulation of IM and their impact on the financial statements and financial position of the Company and the corrective steps taken and

proposed to be taken by the Company for each of the said qualifications, reservations and adverse remarks are given as under:

Financial Year Auditors’ qualifications, reservations, and adverse remarks 2019-20 NIL 2018-19 NIL 2017-18 NIL 2016-17 NIL 2015-16 NIL

8.13 DETAILS OF PREVIOUS NCD’s:

NIL, The Company has not issued any NCDs in the past.

8.14 IF THE SECURITY IS BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER DOCUMENT / LETTER WITH SIMILAR INTENT, A COPY OF THE SAME SHALL BE DISCLOSED. IN CASE SUCH DOCUMENT DOES NOT CONTAIN DETAILED PAYMENT STRUCTURE (PROCEDURE OF INVOCATION OF GUARANTEE AND RECEIPT OF PAYMENT BY THE INVESTOR ALONG WITH TIMELINES):

8.15 NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE.

The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) Segment of the BSE. The Designated stock exchange for purpose of this issue will be BSE.

8.16 OTHER DETAILS:

1. Debenture / Debenture Redemption Reserve

As per the Companies (Share Capital and Debentures) Rules, 2014 dated March 31, 2014, DRR is not required to be created in the case of privately placed debentures issued by Housing Finance Companies registered with the National Housing Bank.

2. ISSUE / INSTRUMENT SPECIFIC REGULATIONS – RELEVANT DETAILS

This Information Memorandum prepared under the Companies Act, 2013 and the rules made there under including the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time (“PAS Rules”) and the Companies (Share Capital and Debentures) Rules, 2014, as amended from time to time (“Share Capital and Debenture Rules”), the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time (“ILDS Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“LODR Regulations”) (hereinafter the ILDS Regulations and LODR Regulations shall be collectively referred to as “SEBI Regulations”), for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by the Issuer.

The present issue of bonds is made pursuant to the resolution of Board of Directors to the issuer passed at its meeting held on May 09, 2020 and the delegation provided therein. The issue of the bonds shall be secured by receivables/loan book of the Company to the extent of 1.00 times. The issuer can issue the bonds proposed by it in view of the present approvals and no further internal or external permissions / approval(s) is / are required by it to undertake the proposed issuance.

SECTION IX MANAGEMENT’S PERCEPTION OF RISK FACTORS

MANAGEMENT PERCEPTION OF RISK FACTOR

The Investor should carefully consider all the information in this IM, including the risks and uncertainties described below before making an investment in the Debentures. The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our business, prospects, results of operations and financial condition.

The statements made in this letter describe Company’s objectives and projections that may be forward-looking statement within the meaning of applicable laws and regulations. The actual result might differ materially from those expressed or implied.

If we are unable to manage our rapid growth effectively, our business and financial results could be adversely affected. Our success majorly depends upon our management team and key managerial personnel and our ability to train and retain such people. The changes in the key management personnel by way of resignation or removal, may adversely impact our business and future financial performance. Our Business also depends on customer relationships any event harming such relationships may lead loss of business and thus decline in performance. There may be conflicts of interest out of common business objects of our Company and Group Companies. There can be no assurance that such Group Companies will not compete with our existing business or any future business. We are additionally exposed to risk in our business and insufficient insurance coverage to cover economic loss will adversely impact our business. Our risk management policies and procedures may make us exposed to unidentified or unaccounted risk which could adversely affect our business and results of operations. In case we fail to renew licenses and permits required in due course of business, it may adversely affect our business operations. We are also exposed to employee misconduct, fraud or errors that are difficult to detect and any such incidences adversely affect our financial condition, results of operations and reputation. Being a financial sector player, the Company is predominantly exposed to typical risks including credit & portfolio risk, finance & liquidity risk, business & market risk, operational & technology risk and regulatory & compliance risk.

RISK RELATING TO BUSINESS OR INDUSTRY

1. Our business depends upon policies and support provided by Government of India (“GoI”). We are also regulated by other laws i.e. Companies Act, 2013, guidelines by NHB, RBI, SEBI, stock exchanges and other applicable laws. GoI may withdraw its support, tax incentives, etc. and can come up with the policies / regulations / laws which may be inconsistent with our business objectives. Any such adverse change in policies of the GoI may affect our business. Also, as a majority stake holder and Promoter, GoI could require us to take actions designed to serve the public interest in India and not necessarily to maximize our profits.

2. There are volatile macro-economic conditions and change in the sector’s attitude towards various economic segments which may cause-ups and downs in the business. There may be increased competition lower spreads available and non-performance of always certain customer segments. Due to this, Company may be forced to lend at lower rates and this may reduce its profitability.

3. Company’s asset book may be time impaired if customer business segments are not doing well. In case of overall stress in the lending sector, there may be several regulatory restrictions imposed. The Company has a dedicated team to continuously evaluate trends in the economy as well as various sectors of it. With perseverance of research team, business and risk teams are equipped with Industry outlook to facilitate well informed decisions. The Companies growth is now subjected to its withstanding ability to face the competition.

CREDIT RISK

1. There is basic and inherent risk involved in lending business wherein borrowers may fail to repay the loans leading to a risk of upsurge of the bad debts.

2. Credit risk results in monetary losses (interest and principal), affects the capital adequacy and casts doubts over the asset quality of the loan book. It further impacts the outlook of rating agencies about the

company.

3. Though the Company has a credit appraisal system in place along with a monitoring system, designed to minimize the probability of default there is no assurance that this system will be effective in all conditions and protect us from credit risk. In such event our business will be materially adversely affected by credit risk.

PORTFOLIO RISK

1. It is concentration of credit risk in a segment of borrowers or products.

2. The skew of the credit book in favor of any one sector may result in losses if the sector does not do well. It affects the quality of asset book and assessment by financing institutions. Though vigilance practices are adopted by the Company to monitor portfolio risk. There can be no assurance that in the event such practices and systems fail, our Company will not be materially adversely affected by such portfolio risk of concentrated lending

FINANCE RISK

1. Money is essential for lending business and adequate availability of funds is essential for business growth.

2. Insufficient funds will impact the Company’s ability to lend to prospective borrowers thus affecting business growth. Adequate balance between owned funds and borrowed funds must be maintained to ensure that the lending ability does not suffer. In the event, we are faced with an insufficiency of funds and are unable to maintain our capital adequacy ratios, our business will be materially and adversely affected.

LIQUIDITY RISK

1. Liquidity is an intrinsic risk in the financing activity. It surfaces when there is a mismatch between the raising and deployment of funds, both in terms of tenor and quantum. If not managed efficiently it can cause loss of business as well as revenue losses. Inability of lending when opportunity arises because of a non-availability of immediate funds can be a significant setback to our profits and business.

INTEREST RATES RISK

1. The material risk is fluctuation in interest rates as it adversely affects borrowing costs, interest income and net interest margins of companies in the financial sector.

2. Any changes in interest rates can impact the company’s asset-liability position, together with making the business exposed to risk of lower profitability and lower returns. If we are unable to manage this risk effectively throughout policies and structuring it will materially and adversely affect our business.

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, the investors must rely on their own examination of the Company, this IM issued in pursuance hereof and the issue including the risks involved. The issue has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

OPERATIONAL RISK

If the operations are not sound, it can have an adverse impact on continuity of the business, reputation and profitability of the Company. In the event, we are not able to manage our operational risk it will materially adversely affect our business.

TECHNOLOGY RISK

Technology driven systems are always extensively exposed to the ‘Technology Obsolescence Risk’. If the

technology investments become obsolete, it will impact the overall turnaround time and operations because of others having better technology. It might also add to increased operational cost as fresh investments may be required.

RISK RELATED TO LITIGATION AND FRAUDS

In November 2010, the CBI Economic Offence Wing, Mumbai had registered five cases against Mr. Rajesh Sharma, our Managing Director, in the Court of Hon’ble Special Judge for CBI case, Greater Mumbai. Mr. Rajesh Sharma is now discharged by the Court from all the prosecution commenced against him.

REGULATORY & COMPLIANCE RISK

1. Housing Finance Companies are NHB / RBI regulated and given the nature of the business, there are always regulatory changes and compliance additions being made.

2. Company is HFC catering to housing sector, it can get impacted by unforeseen regulatory changes and additional compliance requirements.

3. We are always subject to regulatory risk and in the event of any adverse regulatory development same will adversely affect our business.

RISKS RELATING TO INVESTMENT IN THE DEBENTURES

1. There is no guarantee that these Debentures will be listed on the stock exchanges in a timely manner or at all.

2. Our ability to pay interest and redemption depends on variety of factors including our financial conditions, Indian and global market conditions, event of bankruptcy, winding up and liquidation. We cannot assure you of payment of principal amount or interest in a timely manner or at all.

3. No Debenture Redemption Reserve is envisaged against the Debentures being issued under the terms of this IM. In absence of Debenture Redemption Reserve investor may find it difficult to recover their money.

4. Any down grading in rating of Debentures will affect the prices of these Debentures.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

1. The Company has put in place adequate Internal controls system to ensure efficiency in business operations, safeguarding of company’s assets, protection against the chances of frauds & errors, strict compliance with applicable laws & regulations and the reliability of financials reporting. The Policies & processes and systems controls are clearly defined for all critical areas on principles of segregation of duties in a manner that proper maker-checker is built-in. Internal Audits are conducted at regular intervals to provide assurance to management that the transactions are carried out as per set policies & processes and that system controls are duly implemented & are working as defined.

2. The Audit Committee of the Company oversees the internal audit function, risk management systems and internal controls systems over financial reporting to ensure that business is conducted effectively.

3. Also, the company uses Insurance as a risk transfer tool. During the year, insurance cover was taken to transfer risks of fire and theft of assets of the Company, as also towards Directors’ and Officers’ liabilities.

EXTERNAL RISK FACTOR

1. A slowdown in economic growth of India, shortages in the supply of crude oil, natural gas or coal, political instability, labour unrest, strikes, Epidemic, Pandemic or changes in the government, international financial regulations, natural calamity, act of terrorism, war, riot etc. may affect our business. Any adverse change in such conditions may result in difficulties in obtaining funding on attractive terms.

2. Any adverse revisions to India’s sovereign credit ratings for domestic and international debt by credit rating agencies may adversely impact the interest rates and other commercial terms at which such financing is available to us.

3. The Indian capital market is developing and maturing at good pace and the same may cause a shift in the pattern of housing finance sector financing. In case our borrowers start directly accessing the market same may affect our business.

4. The Covid-19 (a virus based decrease) is increasing rapidly across the world and in case it is not come under control on time, it will impact global as well as Indian economy and in turn our business may also suffer.

LITIGATION RISK

SECTION X CAPITAL STRUCTURE AND FINANCIAL POSITION OF THE ISSUER

10.1 CAPITAL STRUCTURE

10.1.1 The equity share capital of our Company, as on March 31, 2020, is set forth below: (INR in Cr.) Aggregate value at nominal

value A) AUTHORISED SHARE CAPITAL 6,50,00,000 Equity Shares of face value of INR 10/- each 65.00 B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL 6,07,14,280 Equity Shares of face value of INR 10/- each fully paid up 60.71 C) SECURITIES PREMIUM ACCOUNT 114.29

Notes: Since the present offer comprises of issue of non-convertible debt securities, it shall not affect the paid- up equity share capital or share premium account of the Company after the offer.

10.1.2 Changes in the Capital Structure for last five years

S. No Date of change (AGM / EGM) Particulars of change 1. January 30, 2017 Authorised Share Capital of the Company was increased from Rs. 25 Crore to Rs. 40 Crore. 2. September 27, 2017 The Authorised Share Capital of the Company was increased from Rs. 40 Crore to Rs. 65 Crore.

10.1.3 Share Capital History since Inception

Date of No. of equity Face* Issue Considerati Nature for Cumulative Cumulative paid Cumulative Issue / shares of our Value price on in Cash / allotment number of up Equity Share Share allotment Company (INR) (INR) other than equity shares Capital (INR) Premium cash 18/04/2006 10,000 10 10 Cash Initial 10,000 1,00,000 Subscribers 25/05/2006 60,00,000 10 10 Cash Rights Issue 60,10,000 60,100,000 - 13/07/2006 1,90,000 10 10 Cash Rights Issue 62,00,000 62,000,000 - 14/11/2008 1,88,00,000 10 10 Cash Rights Issue 2,50,00,000 2,50,000,000 - 31/08/2017 1,19,04,760 10 42 Cash Rights Issue 3,69,04,760 3,69,047,600 38,09,52,320 29/03/2019 2,38,09,520 10 42 Cash Rights Issue 6,07,14,280 6,07,142,800 114,28,56,960

10.1.4 AUDITOR QUALIFICATIONS FOR LAST THREE YEARS:

NIL

10.1.5 Our Shareholding Pattern

Sr Number of Shares Name of the Shareholder % Holding No. Held 1 Capri Global Capital Limited 6,07,14,130 100.0% 2 Rajesh Sharma as nominee of Capri Global Capital Limited 100 0.0% Ashok Kumar Agarwal as nominee of Capri Global Capital 3 10 0.0% Limited Harish Kumar Agrawal as nominee of Capri Global Capital 4 10 0.0% Limited Seema Rajesh Sharma as nominee of Capri Global Capital 5 10 0.0% Limited 6 Suresh Gattani as nominee of Capri Global Capital Limited 10 0.0%

Ramesh Chandra Sharma as nominee of Capri Global 7 10 0.0% Capital Limited Total 6,07,14,280 100%

10.1.4 Except as set forth below, none of our Directors hold any Equity Shares as on March 31, 2020

Mr. Rajesh Sharma holds 100 shares 0.0003% of paid up capital of the Company as Nominee on behalf of Capri Global Capital Limited.

10.1.5 Our top ten shareholders and the number of Equity Shares held by them, as on March 31, 2020 are as follows:

Sr Number of Shares Name of the Shareholder % Holding No. Held 1 Capri Global Capital Limited 6,07,14,130 100.0% Rajesh Sharma as nominee of Capri Global Capital 2 100 0.0% Limited Ashok Kumar Agarwal as nominee of Capri Global 3 10 0.0% Capital Limited Harish Kumar Agrawal as nominee of Capri Global 4 10 0.0% Capital Limited Seema Rajesh Sharma as nominee of Capri Global 5 10 0.0% Capital Limited Suresh Gattani as nominee of Capri Global Capital 6 10 0.0% Limited Ramesh Chandra Sharma as nominee of Capri Global 7 10 0.0% Capital Limited Total 6,07,14,280 100%

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

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

10.1.8 No Equity Shares of the Company as on March 31, 2020, are pledged or otherwise encumbered by the Promoters: NIL

10.1.9 The Company has not issued any Equity Shares or debt securities for consideration other than cash, whether in whole or part, since its incorporation except as disclosed in “Share Capital History since Inception”.

10.1.10 Our Company has not issued any debt securities:

• for consideration, other than cash; • at a premium or a discount; and/or • in pursuance of an option.

(i) Zero Coupon Debentures as on March 31, 2020:

Number of Face Value Discount Per Sr. No. Instrument Type Date of Issuance Debentures/ per Debenture Debenture instruments (INR) (INR) 1 NIL NA NA NA NA

(ii) Foreign Currency Debentures as on March 31, 2020:

Sr. No. Instrument Type Date of Issuance Issue Size Issue Value (%) Discount (%) 1. NIL NA NA NA NA

(iii) Commercial Papers as March 31, 2020

Maturity Date Amount NIL NIL

(iv) Debentures issued at premium

Number of Debentures Face Value per Premium per Sr. No. Date of Issuance / instruments Debenture (INR) Debenture (INR) 1. NIL NA NA NA

10.1.10. Amount of corporate guarantees issued by the Issuer in favor of various counter parties including its Subsidiaries, Joint Venture entities, Group Companies etc. – Nil

10.1.11 FINANCIAL INDEBTEDNESS (ON STANDALONE BASIS)

10.2.1 Set forth below is a summary of our Company’s significant outstanding secured borrowings of INR as on March 31, 2020 together with a brief description of certain significant terms of such financing arrangements:

(1) Secured term loans from banks and financial institutions availed by our Company

(All figures are in (INR) Crores, except in percentages) Lender’s Type of Amount Principal Repayment Date / Security Name Facility Amount Schedule Sanctioned Outstanding Andhra Term Loan 25.00 20.55 28 Equal Quarterly First pari passu charge Bank Instalment from the on Standard end of moratorium Receivables of the period of 12 months company. Bank of Term Loan 75.00 59.38 24 Equal Quarterly First pari passu charge Maharashtra Instalment from the by way of end of moratorium hypothecation of period of 12 months company’s standard book debts / loan receivables. Union Bank Term Loan - 50.00 41.05 28 Equal Quarterly First pari passu charge of India I Instalment from the on Standard end of moratorium Receivables of the period of 12 months company. Union Bank Term Loan 150.00 140.83 24 Equal Quarterly First pari passu charge of India – II Instalment from the on Standard end of moratorium Receivables of the period of 12 months company. UCO Bank Term Loan 50.00 42.84 28 Equal Quarterly Floating 1st pari passu Instalment from the charge by way of end of moratorium hypothecation of period of 12 months company’s loan receivables. Vijaya Bank Term Loan 30.00 25.72 28 Equal Quarterly Pari Passu charge by (now Bank Instalment from the way of hypothecation of Baroda) end of moratorium of company’s standard period of 12 months book debts / loan receivables. United Term Loan - 25.00 21.43 28 Equal Quarterly First pari passu charge Bank of I Instalment from the by way of India end of moratorium hypothecation of period of 12 months company’s standard book debts / loan receivables.

United Term Loan 25.00 25.00 28 Equal Quarterly First pari passu charge Bank of – II Instalment from the by way of India end of moratorium hypothecation of period of 12 months company’s standard book debts / loan receivables. Yes Bank Term Loan-I 50.00 25.75 20 Equal Quarterly Pari Passu charge by Instalment from the way of hypothecation date of respective of company’s standard disbursement. current and future book debts / loan receivables. Yes Bank Term Loan- 25.00 19.00 20 Equal Quarterly Pari Passu charge by II Instalment from the way of hypothecation date of respective of company’s standard disbursement. current and future book debts / loan receivables. Yes Bank Term Loan- 25.00 20.00 20 Equal Quarterly Pari Passu charge by III Instalment from the way of hypothecation date of respective of company’s standard disbursement. current and future book debts / loan receivables. Yes Bank Term Loan- 25.00 18.75 20 Equal Quarterly Pari Passu charge by IV Instalment from the way of hypothecation date of respective of company’s standard disbursement. current and future book debts / loan receivables. Yes Bank Term Loan- 25.00 18.75 20 Equal Quarterly Pari Passu charge by V Instalment from the way of hypothecation date of respective of company’s standard disbursement. current and future book debts / loan receivables. Indian Bank Term Loan 75.00 69.64 28 Equal Quarterly Floating 1st pari passu Instalment from the charge by way of end of moratorium hypothecation of the period of 12 months Receivables / book debts of the company. Punjab & Term Loan 25.00 22.33 28 Equal Quarterly First pari passu charge Sind Bank Instalment from the on the Standard end of moratorium identified Receivables / period of 12 months book debts. State Bank Term Loan - 50.00 42.84 28 Equal Quarterly Floating 1st pari passu of India I Instalment from the charge by way of end of moratorium hypothecation of the period of 12 months Receivables / book debts of the company. State Bank Term Loan - 200.00 100.00 28 Equal Quarterly Exclusive charge on of India II Instalment from the receivables who have end of moratorium availed direct finance period of 12 months and are classified as priority sector borrowers as per RBI norms. NHB Regular 3.00 2.85 60 Equal Quarterly First exclusive charge Refinance Finance Instalment from the by way of date of respective hypothecation on book disbursement. debts NHB Affordable 2.00 1.78 28 Equal Quarterly First exclusive charge Refinance Housing Instalment from the by way of Finance date of respective hypothecation on book disbursement. debts

NHB LifT scheme 60.00 60.00 19 Equal Quarterly First exclusive charge Refinance Instalment from the on loans under priority date of respective sector lending created disbursement. out of refinance scheme.

(2) Unsecured loans availed by our Company

Our Company has not availed unsecured loans as on March 31, 2020.

(3) Secured & Unsecured Debentures issued by our Company as on March 31, 2020:

NIL

10.2.2 Corporate Guarantees

Our Company has not issued any Corporate Guarantee as on March 31, 2020.

10.2.3 Working Capital Loan from Banks

NIL

Short Term Loan from Banks

Our Company has no Short-term loans from banks as on March 31, 2020.

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

Our Company has no outstanding borrowings in form of Hybrid debt as on March 31, 2020.

10.2.5 Details of All Default/s And / Or Delay In Payment Of Interest & Principal Of Any Kind Of Term Loans, Debt Securities And Other Financial Indebtedness Including Corporate Guarantee Issued By The Company, Since Incorporation: NIL

10.3 FINANCIAL INFORMATION (ON STANDALONE BASIS)

Capri Global Housing Finance Limited (Rs. In Crs.) As on/for the As on/for the As on/for the year ended year ended period Parameters March 31, 2018 March 31, 2019 March 31, 2020 (Audited) Ind (Audited) Ind (Audited) Ind AS AS AS Net worth 100.53 207.21 231.53 Total Debt 109.85 679.98 779.37 of which - Long Term Borrowings 109.85 679.98 779.37 - Current Maturities of Long-Term Borrowings 6.35 20.08 131.58 -Short Term Borrowings NIL NIL NIL 2.27 1.45 Net Fixed Assets 2.43

Current Investments NIL NIL 112.09 Current Assets 16.92 155.79 146.17 Assets held for Sale NIL NIL NIL Current Liabilities other than debt 62.01 125.17 10.49 Net sales 15.46 88.87 137.87 EBITDA -5.52 45.82 100.31 EBIT -5.52 45.82 97.99 Interest 1.51 36.55 126.48

PAT (Loss After Tax) -6.97 6.98 24.33 Dividend amounts 0.00 0.00 0.00 Current Ratio 0.27 1.24 1.03 Gross Debt/Equity Ratio 3.28 4.44 3.37

STANDALONE STATEMENT OF ASSETS AND LIABILITIES (INR in Crs.) Particulars Aud. Aud. Aud. Accounting Standard Ind AS Ind AS Ind AS Financial Year Ending Mar-18 Mar-19 Mar-20 Assets of the Company Financial Assets Cash & Cash Equivalent 0.35 123.61 15.99 Bank Balance Other Than Above 9.70 7.80 3.64 Sundry Debtors 0.46 4.29 0.14 Loans & Advance (Financing Activity) 237.97 776.48 877.61 Investments - - 112.09 Other Financial Assets 0.54 0.67 0.69 Total Financial Assets 249.02 912.84 1,010.15 Non Financial Assets Current Tax Assets (Net) 0.12 0.67 0.59 Deferred Tax (Assets) 4.12 4.21 3.17 Property, Plant & Machinery 2.43 2.27 1.45 Other Intangible Assets 0.17 0.19 0.92 Other Non-Financial Assets 1.14 0.55 0.56 Investment in Properties 1.10 1.10 0.88 Capital Work in Progress - 0.06 0.17 Total Non-Financial Assets 9.07 9.04 7.74 Total Assets of the Company 258.09 921.88 1,017.90

Liabilities and Equity Financial Liabilities Derivative Financial Instruments - - - Trade-Other Payables 2.89 4.13 3.81 Debt Securities - - - Term Loans Borrowing (Other Than Debt Securities) 108.63 676.37 774.31 Bank Borrowing (CC Limits) - - - Other Financials Liabilities 44.72 28.70 3.35 Total Financial Liabilities 156.24 709.20 781.47 Non-Financial Liabilities Provisions (Expenses and Employee Benefits) 0.48 1.47 1.31 Other Non-Financial Liabilities 0.84 4.00 3.58 Total Non-Financial Liabilities 1.32 5.47 4.89 Equity (Capital & Reserves) Ordinary share capital 36.90 60.71 60.71 Share Premium 38.10 114.29 114.29 General reserve - - - Esops outstandings 0.28 - - Other reserves (Section 45IC(1) of RBI Act) 2.81 4.21 9.11 Deferred Tax Liability - - - Profit & Loss account 22.44 28.00 47.42 Total Capital & Reserves (Net-Worth) 100.53 207.21 231.53 Total Liabilities and Equity of the Company 258.09 921.88 1,017.90

STANDALONE STATEMENT OF PROFIT AND LOSS (INR in Cr) Particulars Aud. Aud. Aud. Financial Year Ending Mar-18 Mar-19 Mar-20 Revenue from Operations Interest & Fees Income 10.70 67.88 126.48 Other Operating Income 4.76 20.99 11.38 Total Operating Income 15.46 88.87 137.87 Expenses Finance Cost 0.14 0.66 66.83 Estimated Credit Loss (ECL) 0.43 2.46 4.51 Net Loss on Fair Value Changes 0.63 - - Employee Benefit Expenses 10.85 20.10 21.22 Processing Fees / Charges of Loans 0.14 0.66 - Depreciation, amortization and impairment 0.52 1.76 2.31 Other Administrative Expenses 8.42 18.09 13.43 Total Expenses 22.49 79.62 108.31 Operating Profit -7.03 9.25 29.56 Other Incomes 0.00 0.02 1.60 Profit Before Tax (PBT) -7.03 9.27 31.16 Income Tax (including Tax Provision) -0.06 2.29 6.83 Profit After Tax (PAT) -6.97 6.98 24.33 Other Comprehensive Income 0.01 -0.03 0.01 Total Comprehensive for the Period -6.97 6.96 24.32 Cash Accrual -6.44 8.72 26.63

(INR in Cr) STANDALONE STATEMENT OF CASH FLOWS Particulars Year ended Year ended Year ended March 31, March 31, March 31, 2020 2019 2018 Operating activities Profit before tax from continuing operations 31.16 9.27 (7.03) Profit before tax 31. 16 9.27 (7.03) Adjustments to reconcile profit before tax to net cash flows: Depreciation & amortisation 2.31 1.76 0.52 Impairment on financial instruments 4.51 2.46 0.43 Net Gain on financial asset designated at FVPL (1.02) - (0.63) Share Based Payments to employees (0.28) 0.26 Interest on Leased Assets 0.12 - - Provision for Bonus - - 0.90 Provision for Gratuity - - 0.04 Provision for Leave encashment - - 0.23 (Profit)/Loss On Sale Of Fixed Assets 0.01 - - Operating Profit before working capital changes and 37.10 13.22 (4.03) adjustments for Interest received, Interest paid and Dividend received

Working capital changes Loans (105.54) (540.97) (231.99) Trade receivables 4.13 (3.95) (1.56) Other Non-financial Assets (0.01) 0.60 - Trade payables (0.32) 4.40 (0.36) Other financial liability (26.54) (16.02) 45.01 Provisions 0.26 0.41 (0.80) Cash flows used in operating activities (90.91) (542.33) (193.72) Income tax paid (6.25) (2.37) (2.05)

Net cash flows from/(used in) operating activities (97. 16) (544 .70) (195.77)

Investing activities Purchase of fixed and intangible assets (0.51) (1.71) (2.95) Proceeds from sale of property and equipment 0.01 0.08 - Intangible Assets Under Development (0.11) (0.06) - Proceeds from sale of Investment Properties 0.22 - 26.06 Proceeds from Maturity of Fixed Deposits 4.16 1.90 13.71 Purchase of investment (111.07) - - Net cash flows from/(used in) investing activities (107 .31) 0.21 36.82

Financing activities Increase in Share Capital - 23.81 11.90 Payments for the principal portion of the lease liability (0.97) - - Payments for the interest portion of the lease liability (0.12) - - Increase in Securities Premium 0 76.19 38.10 Borrowings other than debt securities issued 97.94 567.74 108.63 Net cash flows from financing activities 96. 85 667 .74 158.63

Net increase/ (decrease) in cash and cash equivalents (107.62) 123.25 (0.32) Cash and cash equivalents at beginning of the year 123.61 0.35 0.67 Cash and cash equivalents at the end of the year 15. 99 123 .61 0.35

Components of cash and cash equivalents Cash on hand 0.0 7 0.0 7 0.01 Balances with banks In current accounts 15.92 56.54 0.35 In Deposit accounts with original maturity of 3 - 67.00 - months or less Total cash and cash equivalents 15.99 123.61 0.35

Operational cash flows from interest and dividends Interest paid 66.82 37.24 1.65 Interest received 125 .43 62.93 9.64 Dividend received -

Capri Global Capital Limited

FINANCIAL INFORMATION (ON STANDALONE BASIS) (Rs. in Lakhs) As on/for the year As on/for the year As on/for the year ended ended ended Particulars March 31, 2018 March 31, 2019 March 31, 2020 (Audited) Ind AS (Audited) Ind AS (Audited) Ind AS For Financial Entities Net worth 1,22,712.92 1,35,147.08 1,48,261.72 Total Debt 1,46,442.65 2,09,607.46 2,06,229.92 of which – Non-Current Maturities of Long-Term 94,349.10 1,36,594.82 1,46,436.72 Borrowing - Short Term Borrowing 14,868.55 10,286.24 4,462.17 - Current Maturities of Long-Term Borrowing 37,225.00 62,726.40 55,331.03 Net Fixed Assets 1,173.41 1,011.28 2,898.55 Current Investments 5,560.70 932.62 24,863.70 Asset Under Management 2,61,328.02 3,31,057.38 3,13,655.00 Interest Income 30,189.77 44,582.66 54,347.78 Finance Costs 9,226.02 16,638.28 21,597.24 Net interest income 20,963.76 27,944.38 32,750.54 Provisioning (ECL) 2,464.61 3,239.35 5,317.83

PAT 7,245.44 12,872.54 13,601.77 Gross NPA (%) 1.68% 1.69% 2.69% Net NPA (%) 1.44% 0.62% 0.99% Tier I Capital Adequacy Ratio (%) 38.43% 33.95% 37.66% Tier II Capital Adequacy Ratio (%) 0.86% 0.52% 0.80% Total Loan Assets (net) 2,55,985.21 3,31,057.38 3,13,655.00 Capital Adequacy ratio (%) 39.29% 34.47% 38.46% Net interest margin 9.82% 9.92% 10.16% Yield on Loan Assets 13.72% 15.09% 17.94% Cost of funds 9.29% 10.27% 10.27% Return on Net worth 5.90% 9.52% 9.17% Debt equity ratio (times) 1.07 1.55 1.40 Total Assets (AUM) 2,78,903.93 3,53,185.25 3,13,655.00 Return of Assets (PAT/Avg. Loan Book) 3.29% 4.36% 4.22%

STANDALONE STATEMENT OF ASSETS AND LIABILITIES (INR in Lakhs) Particulars Aud. Aud. Aud. Accounting Standard Ind AS Ind AS Ind AS Financial Year Ending Mar-18 Mar-19 Mar-20 Assets of the Company Financial Assets Cash & Cash Equivalent 2,841.39 2,669.09 4,633.74 Bank Balance Other Than Above 725.25 829.23 823.54 Sundry Debtors 57.97 455.25 176.69 Loans & Advance (Financing Activity) 2,55,985.21 3,24,627.45 3,05,566.73 Investments 13,378.78 18,750.70 42,363.70 Other Financial Assets 158.24 161.96 161.54 Total Financial Assets 2,73,146.84 3,47,493.68 3,53,725.94 Non Financial Assets Current Tax Assets (Net) 311.00 598.53 870.84 Deferred Tax (Assets) 1,494.02 1,914.27 1,201.21 Property, Plant & Machinery 967.82 839.82 637.83 Other Intangible Assets 205.60 171.46 2,260.72 Other Non-Financial Assets 2,778.65 2,159.32 19.70 Capital Work in Progress - 8.18 1,638.28 Total Non-Financial Assets 5,757.09 5,691.58 6,628.58 Total Assets of the Company 2,78,903.93 3,53,185.26 3,60,354.52 Liabilities and Equity Financial Liabilities Derivative Financial Instruments - - Trade Payables 1,158.44 1,085.13 1,022.33 Debt Securities 24,761.97 4,994.84 15,000.00 Term Loans Borrowing (Other Than Debt Securities) 1,20,898.44 1,93,405.55 1,86,767.75 Bank Borrowing (CC Limits) 90.48 10,286.24 4,462.17 Other Financials Liabilities 7,988.01 7,191.69 2,854.83 Total Financial Liabilities 1,54,897.34 2,16,963.45 2,10,107.08 Non-Financial Liabilities Current tax liabilities (Net) 469.20 142.28 1,169.57 Provisions (Expenses and Employee Benefits) 573.07 674.31 736.57 Other Non-Financial Liabilities (Statutory Dues) 251.42 258.12 79.58 Total Non-Financial Liabilities 1,293.69 1,074.71 1,985.72 Equity (Capital & Reserves) Ordinary share capital 3,502.70 3,502.70 3,502.70 Share Premium 44,710.06 44,710.06 44,710.06 General reserve 6,420.53 6,420.53 6,420.53 Esops outstanding 111.17 306.23 579.20 Other reserves (Section 45IC(1) of RBI Act) 15,900.00 18,480.00 21,200.35

Deferred Tax Liability - - Profit & Loss account 52,068.46 61,727.57 71,848.88 Total Capital & Reserves (Net-Worth) 1,22,712.92 1,35,147.09 1,48,261.72 Total Liabilities and Equity of the Company 2,78,903.95 3,53,185.25 3,60,354.52

STANDALONE STATEMENT OF PROFIT AND LOSS (INR in Lakhs) Accounting Ind As Ind As Ind As Particulars Aud. Aud. Aud. Financial Year Ending Mar-18 Mar-19 Mar-20 Revenue from Operations Interest Income 30,189.77 44,582.66 54,347.78 Processing Fees Received from Customers 934.59 1,707.95 1,161.51 Other Fees & Commission (Appl. Fees, Legal Charges etc.) 116.34 383.99 289.12 Net Gain on Fair Value Charges 184.77 315.75 941.82 Other Operational Income (Adv. Income, Foreclosure 1,995.85 2,985.46 1,083.21 Fees, Bad Debt Recovered etc.) Total Revenue From Operation 33,421.32 49,975.81 57,823.44 Expenses Interest Payment to the Lenders 9,226.02 16,638.28 21,597.24 Processing Fees/Charges for Loans 280.99 350.83 - Net Loss on Fair Value Charges 756.96 200.85 624.12 Estimated Credit Loss (ECL) 649.13 739.64 2,651.70 Employee Benefit Expenses 7,036.73 9,743.15 9,758.23 Depreciation, amortization and impairment 570.24 487.86 847.20 Other Administrative Expenses 3,628.02 4,511.11 3,776.09 Total Expenses 22,148.09 32,671.72 39,254.58 Operating Profits 11,273.23 17,304.09 18,568.86 Other Income Other Income 276.26 433.50 392.71 Total Other Income 276.26 433.50 392.71 Profit Before Tax (PBT) 11,549.49 17,737.59 18,961.57 Less : Provision for Taxes 4,785.19 5,290.00 5,263.30 Less : Provision for deferred Tax -470.00 -420.25 125.78 Total Tax 4,315.19 4,869.75 5,389.08 Profit After Tax (PAT) 7,234.30 12,867.84 13,572.49 Other Comprehensive Income 11.12 4.70 29.28 Total Comprehensive Income for the Period 7,245.42 12,872.54 13,601.77

STANDALONE STATEMENT OF CASH FLOWS

(INR in Lakhs) As per Ind AS Year ended Year ended Year ended Particulars March 31, 2020 March 31, 2019 March 31, 2018 Operating activities Profit before tax from continuing 18,961.57 17,737.58 11,549.51 operations Profit before tax 18,961.57 17,737.58 11,549.51 Adjustments to reconcile profit before tax to net cash flows: Depreciation & amortisation 847.20 487.86 570.24 Impairment on financial instruments 2,651.70 739.64 649.13 Net loss on financial asset designated at 568.92 200.85 756.96 FVTPL Loss/(Gain) on sale of Fixed Assets 29.87 (7.62) 7.14 Share Based Payments to employees 272.97 195.06 -15.02 Dividend income (27.33) (52.25) -49.93

Interest on Leased Assets 238.67 - Provision for Bonus/Leave Encashment - - 747.85 Operating Profit before working capital changes and adjustments for 23,543.57 19,301.12 14,215.89 Interest received, Interest paid and Dividend received Working capital changes Loans 16,982.23 (69,381.88) (78,819.74) Trade receivables and contract asset 278.97 (400.99) 625.69 Other Non-financial Assets 54.12 619.33 (76.34) Trade payables and contract liability (62.80) (73.31) 284.42 Other financial liability (6,030.00) (1,342.75) 1,724.70 Other Non-financial liability (178.54) 6.71 138.76 Provision 105.59 107.86 (415.94) Cash flows used in operating 34,693.14 (51,163.91) (62,322.57) activities Income tax paid (3,930.88) (5,906.39) (3,755.90) Net cash flows from/(used in) 30,762.26 (57,070.29) (66,078.45) operating activities Investing activities Proceeds from Maturity of Fixed 5.87 (103.27) (192.26) Deposits Purchase of fixed and intangible assets (303.41) (375.55) (521.69) Intangible Assets Under Development (11.53) (8.17) - Proceeds from sale of property and 98.61 57.42 42.25 equipment Purchase of investment (24,292.42) (5,572.78) (4,062.41) Dividend received 27.33 52.25 49.93 Net cash flows from/(used in) (24,475.55) (5,950.10) (4,684.19) investing activities Financing activities Debt securities issued 10,005.16 (19,767.13) 12,280.25 Borrowings other than debt securities (13,008.30) 83,249.33 60,965.46 issued Payments for the principal portion of (319.96) - - the lease liability Payments for the interest portion of the (238.67) - - lease liability Dividends paid including DDT (760.11) (633.40) -632.36 Net cash flows from financing (4,321.88) 62,848.80 72,613.34 activities Net increase in cash and cash 1,964.83 (171.60) 1,850.69 equivalents Cash and cash equivalents at 1 April 2,671.27 2,842.87 992.17 2019 Cash and cash equivalents at 31 4,636.10 2,671.27 2,842.86 March 2020

10.4 CHANGES IN ACCOUNTING POLICIES DURING THE LAST THREE YEARS AND THEIR EFFECT ON THE PROFITS AND THE RESERVES OF THE COMPANY

Financial Year Change in accounting policies and their effect

2019-20 No Change From the Financial year 2018-19, the Company has adopted new accounting policy 2018-19 i.e. Ind AS 2017-18 No Change

SECTION XI PARTICULARS OF THE OFFER

Eligibility of Company to come out with the Issue and Government Approvals

Company, its Directors and authorised officers have not been prohibited from accessing the debt market under any order or directions passed by SEBI / any other Government authority.

This present issue of Debentures is being made in accordance with extant guidelines.

Authority for the Placement

The present issue of Debentures is being made pursuant to: (i) resolution passed by the Board of Directors of the Company on May 09, 2020 and delegation provided thereunder; (ii) special resolution passed by the shareholders of the Company under section 42 of the Companies Act, 2013 and sub-rule 2 of rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, on June 24, 2019; (iii) Article 104 of the Articles of Association of the Company.

Company can issue the Debentures proposed by it in view of the present approvals and no further approvals in general from any Government Authority are required by Company to undertake the proposed activity.

Permission from earlier creditor

Company has obtained necessary permission / NoC from earlier creditors / trustee wherever required.

Issue Size

Capri Global Housing Finance Limited (hereinafter referred to as the ‘Company’/ ‘Issuer’) proposes to raise an amount of Rs. 25.00 Crores.

Listing

Proposed on the Wholesale Debt Market (WDM) Segment of the BSE. The Designated stock exchange for purpose of this issue will be BSE.

In case of delay in listing of debt securities beyond 20 days from the deemed date of allotment, the Issuer will pay penal interest of at least 1% p.a. over the coupon rate form the expiry of 30 days from the Deemed date of Allotment till the listing of such Debentures to the Investor.

Face Value, Issue Price, Effective Yield For Investor

Each Debenture has a face value of Rs. 10,00,000 /- (Rupees ten lakhs only) per Debenture and is issued at par i.e. for Rs. 10,00,000 /- (Rupees ten lakhs only) per Debenture.

Objects of the Issue

The issuer shall use the proceeds from issue of debenture pursuant to the Debenture Trust Deed for Lending activities and other business activities as permitted by RBI Guidelines. The funds will not be utilized for any speculative or prohibited purposes including capital market, as per relevant regulatory guidelines.

Eligibility To Come Out With The Issue

The Issuer or the person in control of the Issuer, or its promoter, has not been restrained or prohibited or debarred by SEBI / any other Government authority from accessing the securities market or dealing in securities and such direction or order is in force.

Authority For The Issue

The issuer shall use the proceeds from issue of debenture pursuant to the Debenture Trust Deed for Lending activities and other business activities as permitted by NHB Guidelines.

Utilisation of Issue Proceeds

The fund raised to this private placement are not meant for any specific project therefore the proceeds of the issue will be utilised for providing debt financing for loan portfolio growth and other activities including refinancing and working capital purpose as permitted by Reserve Bank of India.

Minimum Subscription

As the current issue of Debentures is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore Company shall not be liable to refund the issue subscription(s)/proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size.

Nature and Class of Securities

Secured, Redeemable, Non-Convertible, Non-Cumulative, Debentures - These Debentures shall be fully paid-up and the claims of the Debenture holders shall be secured, senior and unsubordinated.

Put & Call Option

As mentioned in the Term Sheet

Underwriting

The present Issue of Debentures on private placement basis has not been underwritten.

An Undertaking That The Issuer Shall Use A Common Form Of Transfer

The Debentures shall be transferred subject to and in accordance with the rules/procedures as prescribed by the NSDL/CDSL Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company.

The Company undertakes that it shall use a common form/procedure for transfer of Debentures issued under terms of this IM.

Terms and Conditions Of The Issue

This is a confidential IM setting out the terms and conditions pertaining to issue of Secured, Rated, Listed, Redeemable Non-Convertible Debentures in the nature of Debentures (NCD) of Rs. 10 Lakhs/- each for cash at par for Rs. 25.00 Crores denominated as Series 1 with tenure of 18 Months on Private Placement basis to be issued by Capri Global Housing Finance Limited (hereinafter referred to as the ‘Company’/ ‘Issuer’). Your participation is subject to the completion and submission of Application Form along with application money and acceptance of the offer by the Company.

Basis of Allocation / Allotment

Beginning from the issue opening date and until the day immediately prior to the Issue closing date, firm allotment against valid applications for the Bonds will be made to applicants in accordance with applicable SEBI regulations,

operational guidelines of the Exchanges and all applicable laws. At its sole discretion, the Issuer shall decide the amount of over subscription to be retained over and above the Base Issue size.

The allotment of valid applications received on the closing day shall be done on yield-time priority basis in the following manner:

(a) allotment would be done first on “yield priority” basis; (b) where two or more bids are at the same yield, then the allotment shall be done on “time priority” basis; (c) where two or more bids have the same yield and time, then allotment shall be done on “pro-rata basis.

List of Beneficial Owners

The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount on maturity, as the case may be.

Issue Of Debenture Certificate(S)

Subject to the completion of all statutory formalities within time frame prescribed in the relevant regulations / act / rules etc, the initial credit akin to a Letter of Allotment in the Beneficiary Account of the investor would be replaced with the number of Debentures allotted. The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL and CDSL from time to time and other applicable laws and rules notified in respect thereof. The Debentures shall be allotted in dematerialized form only.

Joint-Holders

Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to the provisions contained in the Companies Act, Articles of the Company and amendments thereto.

Sharing Of Information

The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture holders available with the Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

Rights Of Debenture Holder(S)

The Debenture holders will not be entitled to any rights and privileges of share-holders other than those available to them under statutory requirements. The Debentures shall not confer upon the holders the right to receive notice, or to attend and vote at the general meetings of shareholders of the Company. The principal amount and interest, if any, on the Debentures will be paid to the sole holder only, and in the case of joint holders, to the one whose name stands first in the Register of Debenture holders. The Debentures shall be subject to other usual terms and conditions incorporated in the Debenture certificate(s) that will be issued to the allottee(s) of such Debentures by the Company and also in the Trustee Agreement / Trust Deed.

Tax Deduction At Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate / document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the company in writing, at least 30 (thirty) calendar working days before the interest payment dates.

Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form. Where any deduction of Income Tax is made at source, the Company shall send to the Debenture Holder(s) a Certificate of Tax Deduction at Source. Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors are advised to consult their own tax consultant(s).

Tax Deducted at source will paid to Income tax authorities on accrual or payment whichever is earlier basis.

The Discount At Which Such Offer Is Made And The Effective Price For The Investor As A Result Of Such Discount

The Debentures are being issued at face value and not at discount to offer price.

Contribution made by Promoters or Directors

NIL

Maximum Investors for the Issue

In view of RBI’s Circular No. RBI /2014-15/475DNBR (PD) CC No. 021/03.10.001/2014-15 dated February 20, 2015 on private placement basis there is no limit on the number of subscribers in respect of issuances with a minimum subscription of INR 1 Crore (100 Lakh) and above.

Nature Of The Instrument

Secured, Rated, Listed, Redeemable Non-Convertible Debentures

Security

The debentures issued by Company shall be secured by creating pari-passu charge on book debt of the Company as mutually agreed between Debenture Trustee and Company and more particularly to be described in Debenture Trust Deed to be executed between Debenture Trustee and Company.

Where the issuer fails to execute the trust deed within the period specified in the sub-regulation (1) of Regulation of Securities And Exchange Board Of India (Issue & Listing of Debt Securities ) (Second Amendment) Regulations, 2019, without prejudice to any liability arising on account of violation of the provisions of the Act and these Regulations, the issuer shall also pay interest of at least two percent per annum to the debenture holder, over and above the agreed coupon rate, till the execution of the trust deed.

Terms of Payment

The full Issue price of the Debentures applied for is to be paid along with the Application Form. Investor(s) need to send in the Application Form and the cheque(s)/ demand draft(s)/RTGS for the full-face value of the Debentures applied for.

Amount Payable on Application Issue Price of the Debenture Minimum Application per Debenture As mentioned in the Term Sheet As mentioned in the Term Sheet As mentioned in the Term Sheet

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

Deemed Date of Allotment

The cut-off date declared by the Company from which all benefits under the Debentures including interest on the Debentures shall be available to the Debenture holders is called as the Deemed Date of Allotment. The actual allotment of Debentures (i.e. approval from the Board of Directors or a Committee thereof) may take place on a date other than the Deemed Date of Allotment. Company reserves the right to keep multiple allotment date(s)/deemed date(s) of allotment at its sole and absolute discretion without any notice. If in case, the issue closing date changes (i.e. pre-pond/postponed), then the Deemed Date of Allotment may also be changed (pre- pond/ postponed) by Company, at its sole and absolute discretion.

Letter(s) of Allotment / Debenture Certificate(s) / Refund Order(s) / Issue of Letter(s) of Allotment

The beneficiary account of the investor(s) with National Securities Depository Ltd. (NSDL) / Central Depository

Services (India) Ltd. (CDSL) / Depository Participant will be given initial CREDIT within 15 days from the Deemed Date of Allotment. The initial CREDIT in the account will be akin to the Letter of Allotment. On completion of the all-statutory formalities, such CREDIT in the account will be akin to a Debenture Certificate.

Debentures to be issued in Demat format only

The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of the Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL / CDSL / Depository Participant from time to time and other applicable laws and rules notified in respect thereof. The Debentures shall be allotted in DEMAT form only. However, if any Debenture holder wants to convert Debenture s into physical form he / she makes appropriate application to the Depositories as per relevant rules and regulations of concerned Depository.

Depository Arrangements

Company has entered depository arrangements with NSDL. The securities shall be issued in dematerialized form as per the provisions of Depositories Act, as amended from time to time.

Company has signed tripartite agreements in this connection viz.

1. Tripartite Agreement dated July 17, 2020 between Company, National Securities Depository Limited (NSDL) and the Registrar i.e., Link Intime India Private Limited

The Debentures will be issued in dematerialised form and the same shall be in accordance with the provisions of the SEBI Debt Regulations, Depositories Act, 1996 and the regulations made there under and are to be issued as per the terms and conditions stipulated under this IM. The Debenture holder will have the right to convert the dematerialized Debentures into physical form as per the Applicable Law.

Procedure for applying for Demat Facility

1. Investor(s) should have / open a beneficiary account with any Depository Participant of NSDL or CDSL.

2. For allotment of Debentures in dematerialized form, the beneficiary account number and depository participants ID shall be specified in the relevant columns of the Application Form.

3. If incomplete/incorrect beneficiary account details are given in the Application Form which does not match with the details in the Depository system, the Allotment of Debentures shall be held in abeyance till such time satisfactory demat account details are provided by the investor.

4. The Debentures allotted to investor in dematerialized form would be directly credited to the beneficiary account as given in the Application Form after verification. Allotment advice / refund order (if any) would be sent directly to the applicant by the Registrar to the Issue but the confirmation of the CREDIT of the Debentures to the investor’s Depository Account will be provided to the investor by the investor’s DP.

5. Interest or other benefits with respect to the Debentures held in dematerialized form would be paid to those Debenture holders whose names appear on the list of beneficial owners given by the depositories to Company as on the Record Date or to the Debenture holders who have converted the demat securities to physical form and their names are registered as Debenture holders on the registers maintained by Company/Registrar. In case, the beneficial owner is not identified by the Depository on the Record Date due to any reason whatsoever, Company shall keep in abeyance the payment of interest or other benefits, till such time the beneficial owner is identified by the Depository and intimated to Company. On receiving such intimation, Company shall pay the interest or other benefits to the beneficiaries identified, within a period of 15 days from the date of receiving such intimation.

6. Investors may please note that the Debentures in dematerialised form can be traded only on the stock exchanges having electronic connectivity with NSDL or CDSL.

Fictitious applications

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below:

“Any person who—

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name.

shall be liable for action under Section 447.”

Market Lot

The market lot for trading of Debentures will be one Debenture (“Market Lot”). Since the Debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of Debentures.

The market lot will be 1 Debenture of the face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only).

Trading of Debentures

The marketable lot for the purpose of trading of Debentures shall be ONE (1) DEBENTURE. Trading of Debentures would be permitted in dematerialised mode only in standard denomination of INR10 Lakh and such trades shall be cleared and settled in recognised stock exchange(s) subject to conditions specified by SEBI. In case of trading in Debentures which has been made over the counter, the trades shall be executed and reported on a recognized stock exchange having a nation-wide trading terminal or such other platform as may be specified by SEBI.

Mode of Transfer of Debentures

Transfer of Debentures to and from foreign investors, in case they seek to hold the Debentures and are eligible to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid / redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with Company.

Interest on Application Money

In respect of Investors who get Allotment of Debentures in the Issue, interest on Application Money shall be paid at the Coupon Rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) on the aggregate face value amount of Debentures for the period starting from and including the date of realization of Application Money in Issuer’s Bank Account upto but excluding the Deemed Date of Allotment. Such interest on Application Money shall be paid by the Issuer to the relevant Applicants within 15 days from the Deemed Date of Allotment.

Interest on the Debentures

The Debentures shall carry interest at the coupon rates as per term sheet (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by Company) on the outstanding principal amount of Debentures till final.

If any interest payment date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for business in the city of Mumbai), then payment of interest will be made on the next day that is a Business Day.

Computation of Interest

The Debentures will carry interest rates as per the term sheet from the Deemed Date of Allotment. The interest will be paid from the Deemed Date of Allotment (subject to deduction of tax at source at the rates prevailing from time to time under the IT Act, or any other statutory modification or re-enactment thereof) as per term sheet. The Interest shall be computed on “Actual / Actual” day count basis.

Record Date

Record date of interest shall be 15 days prior to each interest payment date and 15 days prior to the date of Maturity. Interest shall be paid to the person whose name appears as sole / first in the Register of Debenture holders / beneficiaries position of the Depositories on Record Date or to the Debenture holders who have converted the Debentures to physical form and their name is registered on the registers maintained by Company / Registrar. In the event of Company not receiving any notice of transfer at least 15 days before the respective due date of payment of interest and at least 15 days prior to the maturity date, the transferees for the Debenture shall not have any claim against Company in respect of interest so paid to the registered Debenture holder.

Rights of Issuer to Purchase & Re- issue Debenture:

The Issuer may if permissible under the relevant provisions of the applicable law exercise its rights, from time to time, to repurchase some or all the Debenture(s) at any time prior to the date of redemption subject to compliance of all the applicable law, rules, and Regulations. Such repurchase of debentures may be at par or at Premium / discount to the par value at the sole discretion of the CGHFL. CGHFL shall have the right to extinguish or to keep such debenture alive for the purpose of re-issuing the same Debenture OR by issuing other Debentures in their place in accordance with the relevant provisions of the Companies Act, 2013.

Deduction of Tax at Source

Tax as applicable under the IT Act, or any other statutory modification or re-enactment thereof will be deducted at source. The investor(s) desirous of claiming exemption from deduction of income tax at source on the interest on Application money are required to submit the necessary certificate(s), in duplicate, along with the Application Form in terms of Income Tax rules.

Interest payable after the Deemed Date of Allotment of Debentures will be treated as “Interest on Securities” as per Income Tax Rules. Debenture holders desirous of claiming exemption from deduction of income tax at source on the interest payable on Debentures should submit tax exemption certificate / document, under Section 193 of the Income Tax Act, 1961, if any, at the head office of Company, at least 45 days before the payment becoming due.

Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors are advised to consult their own tax consultant(s).

Redemption

The face value of the Debentures will be redeemed at par, on the expiry of the tenor of the Debentures series as per details in the summary term sheet from the Deemed Date of Allotment. The Debentures will not carry any obligation, for interest or otherwise, after the date of redemption. The Debentures shall be taken as discharged on payment of the redemption amount by Company on maturity to the registered Debenture holders whose names appear in the Register of Debenture holders on the Record Date / or the beneficial owners as per the list provided

by the Depositories. Such payment will be a legal discharge of the liability of the Company towards the Debenture holders.

In case if the redemption date falls on a day which is not a Business Day (“Business Day being a day on which Commercial Banks are open for Business in the city of Mumbai), then the payment due shall be made on the previous Business Day but without liability for making payment of interest for the intervening period.

Settlement / Payment on Redemption

Payment on redemption will be made by way of cheque(s) / redemption warrants(s) / demand draft(s) / CREDIT through RTGS system in the comfort comfort holders whose name appear on the list of Beneficial Owners given by Depository to Company / or the Debenture holders (who have converted the Debentures to physical form), whose names are registered on the register maintained by the Company / Registrar as on the Record Date. The Debentures shall be taken as discharged on payment of the redemption amount by Company on maturity to the list of Debenture holders as provided by NSDL / CDSL / Depository Participant. Such payment will be a legal discharge of the liability of Company towards the Debenture holders. On such payment being made, Company shall inform NSDL / CDSL / Depository Participant and accordingly the account of the Debenture holders with NSDL / CDSL / Depository Participant shall be adjusted.

Company’s liability to the Debenture holders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further Company will not be liable to pay any interest or compensation from the date of redemption. On Company dispatching / crediting the amount to the Beneficiary(s) as specified above in respect of the Debentures, the liability of Company shall stand extinguished.

Right of Debenture holder(s)

Debenture holder is not a shareholder. The Debenture holders will not be entitled to any other rights and privilege of shareholders other than those available to them under statutory requirements. The Debenture(s) shall not confer upon the holders the right to receive notice, or to attend and vote at the General Meeting of the Company. The principal amount and interest on the Debentures will be paid to the registered Debenture holders only, and in case of Joint holders, to the one whose name stands first.

Besides the above, the Debentures shall be subject to the provisions of the Companies Act, 1956, notified provisions of Companies Act, 2013 and the relevant rules and regulations, the Articles of Association of Company, the terms of this issue of Debentures and the other terms and conditions as may be incorporated in the Debenture Trustee Agreement and other documents that may be executed in respect of these Debentures.

Effect of Holidays

If any Coupon Payment Date falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day along with interest for such additional period. Further, interest for such additional period so paid, shall be deducted out of the interest payable on the next Coupon Payment Date. If the Redemption Date (also being the last Coupon Payment Date) of the Bonds falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Bonds until but excluding the date of such payment.

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

All business day / working day convention / effect of holiday shall be in line with relevant SEBI circulars.

List of Beneficial Owners

Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.

Succession

In the event of the demise of the sole / first holder of the Debenture(s) or the last survivor, in case of joint holders for the time being, Company will recognize the executor or administrator of the deceased Debenture holder, or the holder of succession certificate or other legal representative as having title to the Debenture(s). Company shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. Company may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity.

Where a non-resident Indian becomes entitled to the Debentures by way of succession, the following steps have to be complied: a. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Debenture was acquired by the NRI as part of the legacy left by the deceased holder. b. Proof that the NRI is an Indian National or is of Indian origin.

Such holding by the NRI will be on a non-repatriation basis.

Who Can Apply:

The following categories are eligible to apply for this private placement of Debentures:

1. Mutual Funds, 2. Public Financial Institutions specified in Section 2(72) of the Companies Act 2013; 3. Scheduled Commercial Banks; 4. State Industrial Development Corporations; 5. Insurance Companies registered with the Insurance Regulatory and Development Authority; 6. Provident Funds, Pension Funds, Gratuity Funds and Superannuation Funds authorized to invest in the Issue 7. National Investment Funds set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; 8. Insurance funds set up and managed by army, navy or air force of the Union of India. 9. Companies and Bodies Corporate authorized to invest in debentures; 10. Co-operative Banks and Regional Rural Banks authorized to invest in debentures; 11. Gratuity Funds and Superannuation Funds; 12. Societies authorized to invest in debentures; 13. Trusts authorized to invest in debentures; 14. Foreign Institutional Investors and sub-accounts registered with SEBI or Foreign Portfolio Investors (not being an individual or family offices); 15. Statutory Corporations / Undertakings established by Central / State legislature authorized to invest in debentures. 16. High Net-worth Individuals 17. Partnership Firms 18. Hindu Undivided Families

The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association / Constitution / Bye-laws; (2) Resolution authorizing investment and containing operating instructions; (3) Specimen signatures of authorized signatories; (4) Necessary forms for claiming exemption from deduction of tax at source on the interest income / interest on application money, wherever applicable; (5) Documents relating to withholding tax applicability; (6) Copy of Permanent Account Number Card (PAN Card) provided by the Income Tax Department; and (7) in case of remittance of money through electronic mode, a self-attested bank account statement has to be submitted reflecting the debit for the application money. The bank account statement should contain the name of the applicant, account number, name and branch of the bank.

Who Cannot Apply:

The following categories of persons, and entities, shall not be eligible to participate in the Issue and any Applications from such persons and entities are liable to be rejected:

1. Minors 2. Non-resident investors being an individual including NRIs, QFIs (individual), and FPIs (individual or family offices); 3. Venture Capital Fund and Foreign Venture Capital Investor; 4. Overseas Corporate Bodies; and 5. Person ineligible to contract under applicable statutory / regulatory requirements.

Application under Power of Attorney or by Limited Companies

In case of Applications made under a Power of Attorney or by a Limited Company or a Body Corporate or Registered Society or Mutual Fund, and scientific and/or industrial research organizations or Trusts etc., the relevant Power of Attorney or the relevant resolution or authority to make the Application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application Form, quoting the serial number of the Application Form and Company’s branch where the Application has been submitted, at the office of the Registrars to the Issue after submission of the Application Form to Company’s bankers to the Issue or any of their designated branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of the subscription list may not be considered.

Mode of Subscription / How to Apply

This being a Private Placement Offer, Investors have been addressed through this Communication directly, only are eligible to apply.

Copies of IM and Application Form may be obtained from the registered office of Company. Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK LETTERS in English and as per the instructions contained therein.

Applications complete in all respects must be submitted before the last date indicated in the issue time table or such extended time as decided by Company, at any of the designated collection centres, accompanied by the subscription amount by way of cheque(s)/draft(s)/RTGS drawn on any bank including a co-operative bank which is situated at and is a member of the Bankers’ clearing house located at a place where the Application Form is submitted. The Original Applications Forms (along with all necessary documents as detailed in the memorandum of information), pay-in slip and other necessary documents should be sent to registered office / corporate office on the same date.

Outstation cheque(s)/Bank draft(s) drawn on Bank(s) not participating in the clearing process at the designated clearing centres will not be accepted. Money orders/postal orders will also not be accepted. Investors in centres, which do not have any bank, including a Co-operative Bank, which is a member or sub member of the Banker’s clearing house located at the above-mentioned centres would be required to make payment only through Demand Draft payable at any one of the above-mentioned centres. The Company assumes no responsibility for any applications/cheques/ DDs lost in mail.

Applications should be for the number of Debentures applied for, by the Applicant. Applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be filled in the Application Form. This is required for the applicant’s own safety and these details will be printed on the refund orders and interest / redemption warrants.

The applicant or in the case of an application in joint names, each of the Applicant, should mention his/her Permanent Account Number (PAN) allotted under the Income-Tax Act, 1961 or where the same has not been allotted, the GIR No. and the Income Tax Circle/Ward/District. As per the provision of Section 139A (5A) of the Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the investor should mention his PAN/GIR No. In case neither the PAN nor the GIR Number has been allotted, the Applicant shall mention “Applied for” and if, in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non-applicability) in the appropriate box provided for the purpose. Application

Forms without this information will be considered incomplete and are liable to be rejected.

Unless the Issuer Company specifically agrees in writing with or without such terms or conditions it deems fit, a separate single cheque/ demand draft must accompany each Application Form. Applicants are requested to write their names and application serial number on the reverse of the instruments by which the payments are made.

All Applicants are requested to tick the relevant column “Category of Investor” in the Application Form. Public/ Private/ Religious/ Charitable Trusts, Provident Funds and Other Superannuation Trusts and other investors requiring “approved security” status for making investments.

It is to be distinctly noted that in pursuance of sub clause (d) of clause (2) of Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, remittance of Application Money for subscription to the Debentures shall be made only from the bank account of the person/ entity subscribing to the Debentures. In case of monies payable on subscription to the Debentures to be held by joint holders, the remittance of Application Money shall be made from the bank account of the person whose name appears first in the Application Form. In pursuance of the said provisions, the Applicants are required to submit a self-attested copy of their bank account statement reflecting debit for the application money. Such bank account statement must contain the name of Applicant, account number, name and branch of the bank.

For further instructions, please read General Instructions along with the Application Form carefully.

Force Majeure

Company reserves the right to withdraw the Issue prior to the closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment. Company reserves the right to change the Issue schedule.

Acknowledgements

No separate receipts will be issued for the application money. However, the bankers to the Issue receiving the duly completed Application Form will acknowledge receipt of the application by stamping and returning to the applicant the ‘Acknowledgement Slip’ at the bottom of each Application Form.

Applications under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Company or to its Registrars or to such other person(s) at such other address(s) as may be specified by the Company from time to time through a suitable communication.

Application by Mutual Funds

In case of Applications by Mutual Funds, a separate Application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the Application has been made.

Right to Accept or Reject Applications

Company reserves its full, unqualified and absolute right to accept or reject any Application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. The Application forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the Application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

(i) Number of Debentures applied for is less than the minimum application size; (ii) Applications exceeding the issue size; (iii) Company account details not given;

(iv) Details for issue of Debentures in electronic/ Dematerialized form not given; PAN/GIR and IT Circle/Ward/District not given; (v) In case of Applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted;

In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of such Debentures will be refunded, as may be permitted.

PAN/GIR Number

All Applicants should mention their PAN or the GIR Number allotted under IT Act, and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided.

Signatures

Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an authorized official of a Company or by a Magistrate/ Notary Public under his/her official seal.

Nomination Facility

As per Section 72 of the Companies Act, 2013, only individuals applying as sole applicant/Joint Applicant can nominate, in the prescribed manner, a person to whom his Debentures shall vest in the event of his death. Non- individuals including holders of Power of Attorney cannot nominate.

Debenture holder not a Shareholder

The Debenture holders will not be entitled to any of the rights and privileges available to the shareholder. If, however, any resolution affecting the rights attached to the Debentures is placed before the members of Company, such resolution will first be placed before the Debenture holders for their consideration.

Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, provided that nothing in such consent or resolution shall be operative against Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to Company.

Future Borrowings

Company shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue Debentures/ Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms and conditions as Company may think appropriate, without the consent of, or intimation to, the Debenture holder(s) or the Trustees in this connection.

Ranking of Debentures

The Debentures are Secured, Redeemable, Non-Convertible, Non-Cumulative Debentures. The Debentures shall rank pari-passu inter se and, subject to any obligations preferred by mandatory provisions of the law prevailing from time to time, shall also about repayment of principal and payment of interest, rank pari-passu with all other existing Secured borrowings of the Company.

Debenture/ Debenture Redemption Reserve

As per the Companies (Share Capital and Debentures) Rules,2014 dated March 31, 2014, DRR is not required to be created in the case of privately placed debentures issued by NBFC’s registered with the RBI under section 45- IA of the RBI (Amendment) Act, 1997.

Notices

All notices required to be given by Company or by the Debenture Trustees to the Debenture holders shall be deemed to have been given if sent by ordinary post/ courier to the original sole/ first allottees of the Debentures and/ or if published in one All India English daily newspaper and one regional language newspaper.

All notices required to be given by the Debenture holder(s), including notices referred to under “Payment of Interest” and “Payment on Redemption” shall be sent by registered post or by hand delivery to Company or to such persons at such address as may be notified by Company from time to time.

Tax Benefits to the Debenture holders of Company

The holder(s) of the Debentures are advised to consider in their own case, the tax implications in respect of subscription to the Debentures after consulting their own tax advisor/ counsel.

Disputes & Governing Law

The Debentures are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof will be subject to the jurisdiction of courts of Mumbai.

Investor Relations and Grievance Redressal

Arrangements have been made to redress investor grievances expeditiously as far as possible, Company shall endeavour to resolve the investors' grievances within 30 days of its receipt. All grievances related to the issue quoting the Application Number (including prefix), number of Debenture s applied for, amount paid on application and Bank and Branch/Company collection centre where the Application was submitted, may be addressed to the Compliance officer. All investors are hereby informed that the Company has appointed a Compliance Officer who may be contracted in case of any problem related to this issue.

SECTION XII SUMMARY TERM SHEET

Company proposes to raise Debentures with Issue Size of up to INR 25.00 Crores

Security Name Capri Global Housing Finance Limited Series 1 Issuer Capri Global Housing Finance Limited Issue Secured, Rated, Listed, Redeemable Non-Convertible Debentures Seniority Secured, Senior and Un-subordinated Debenture Series Nature of Instrument Secured Debenture Trustee Catalyst Trusteeship Limited Mode of Issue Private Placement 1. Mutual Funds 2. Public Financial Institutions specified in Section 2(72) of the Companies Act 2013 3. Scheduled Commercial Banks 4. State Industrial Development Corporations 5. Insurance Companies registered with the Insurance Regulatory and Development Authority 6. Provident Funds, Pension Funds, Gratuity Funds and Superannuation Funds authorized to invest in the Issue 7. National Investment Funds set up by resolution no. F. No. 2/3/2005- DDII dated November 23, 2005 of the Government of India published in the Gazette of India 8. Insurance funds set up and managed by army, navy or air force of the Eligible Investors Union of India 9. Companies and Bodies Corporate authorized to invest in debentures 10. Co-operative Banks and Regional Rural Banks authorized to invest in /debentures 11. Gratuity Funds and Superannuation Funds 12. Societies authorized to invest in debentures 13. Trusts authorized to invest in debentures 14. Foreign Institutional Investors and sub-accounts registered with SEBI or Foreign Portfolio Investors (not being an individual or family offices) 15. Statutory Corporations/ Undertakings established by Central/ State legislature authorized to invest in debentures. 16. Hindu Undivided Families 17. Partnership firms 1. Minors 2. Non-resident investors being an individual including NRIs, QFIs (individual), and FPIs (individual or family offices) Non-Eligible classes of 3. Venture Capital Fund and Foreign Venture Capital Investor Investors 4. Overseas Corporate Bodies 5. Person ineligible to contract under applicable statutory / regulatory requirements Listing (including name of stock Exchange(s) where it Proposed to be listed on WDM segment of BSE will be listed CARE A- Stable (CARE Single A Minus; Outlook stable) by CARE Ratings Rating of the Instrument Limited Issue Size Up to INR 25.00 Crores Issue Price At par, i.e. Rs. 10,00,000/- (Rs. Ten Lakh only) per Debenture Option to retain Not Applicable oversubscription (Amount) The funds raised through this issue, after meeting the expenditures of and related to the issue, will be used by the Issuer for its permissible various Objects of the Issue financing activities, repaying our existing loans and for business operations. The funds will not be utilized for any speculative or prohibited purposes including capital market, as per relevant regulatory guidelines.

The Main Objects clause of the Memorandum of Association of the Company permits the Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which the Company has been carrying on till date. The funds raised through this private placement are not meant for any specific project as such and therefore the proceeds of this Issue shall be utilized for the Details of the utilization of regular business activities of Issuer. Therefore, the management shall ensure that the Proceeds the funds raised via this private placement shall be utilized only towards satisfactory fulfillment of the Objects of the Issue. Coupon Rate 8.00% p.a. payable Annually Step Up/Step Down Coupon Not Applicable Rate Coupon Payment Frequency Annually and at maturity Coupon Type Fixed Coupon Reset Not Applicable Day Count Basis Actual / Actual In case Deemed Date of Allotment is different from Pay in Date, the Company shall be liable to pay to the Debenture Holders interest on application money at the Coupon Rate prevailing on the Deemed Date of Allotment for the period Interest on Application commencing on the date of receipt of the application monies by the Company Money up to one day prior to the Deemed Date of Allotment. The interest on application monies shall be paid by the Company to the Debenture Holders within 7 (Seven) Business Days from the Deemed Date of Allotment, under the terms of this Deed and the other Transaction Documents. In respect of applications, which are valid but rejected on account of oversubscription, interest on refunded money shall be paid at the Coupon Rate (subject to deduction of income tax under the provisions of the Income Tax Act, Interest on Refunded Money 1961, or any other statutory modification or re-enactment thereof, as applicable) against which Allotment is (excluding the valid rejections) for the period starting from and including the date not made of realization of Application Money in Issuer’s Bank Account up to but excluding the Deemed Date of Allotment. The refund amounts together with interest thereon shall be paid by the Issuer to the relevant Applicants within 15 days from the Deemed Date of Allotment. 2% p.a. over the coupon rate will be payable by the Company for the Default Interest Rate defaulting period in case of default in payment of interest / redemption amount. Tenor 18 Months Redemption Date Bullet Repayment at the end of 18 Months Redemption Amount Rs. 10,00,000/- (Rs. Ten Lakhs Only) per debenture Redemption Premium / Nil, redemption at par Discount Issue Premium / Discount Not Applicable Discount at which security is Not Applicable issued and the effective yield as a result of such discount. Put option Date Not Applicable Put option Price Not Applicable Call Option Date Not Applicable Call Option Price Not Applicable Put Notification Time Not Applicable Call Notification Time Not Applicable Face Value Rs. 10,00,000/- (Rs. Ten Lakh only) per Debenture Minimum Application and in 10 Debentures and in multiples of 1 Debenture thereafter multiples of Debt securities thereafter Issue Timing 1. Issue Opening Date 27th July, 2020 2. Issue Closing Date 27th July, 2020

3. Pay-in Date 28th July, 2020 4. Deemed Date of Allotment 28th July, 2020 Manner of Bidding Close Book Building Mode of settlement ICCL Mode of Allotment / Allocation Uniform Yield option Issuance mode of the In Dematerialized mode Instrument Trading mode of the Instrument In Dematerialized mode Settlement mode of the NEFT / RTGS Instrument National Securities Depository Limited (NSDL) and Central Depository Depository Services (India) Limited (CDSL). If the interest payment date falls on a holiday, the payment of interest up to original scheduled date, will be made on the following working day, however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security.

Effect of Holidays If the Redemption Date (also being the last Coupon Payment Date) of the Debenture falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Debenture until but excluding the date of such payment 15 days prior to each Coupon Payment Date / Redemption Date / Put option Date / Call Option Date. Record Date In the event the Record Date falls on a day which is not a Business Day, the next Business Day will be considered as the Record Date. The NCDs being issued shall be secured through a First pari-passu charge by way of Hypothecation on the receivables of the Company.

“Receivables” shall mean all book debts, principal amounts and interest, costs, charges etc. (including coupon, premium and/or any default / penal interest) Security & Security Cover owing to or receivable by the Borrower, both present and future, in respect of securities / loans / inter-corporate deposits subscribed to / given / placed by the Borrower.

The Company shall maintain security cover of at least 1.00 times of the entire redemption amount throughout the tenure of the NCDs. The Issuer has executed / shall execute the documents including but not limited to the following in connection with the Issue: 1. Letter appointing Trustees to the Debenture holders; 2. Debenture Trusteeship Agreement 3. Debenture Trust Deed / Agreement 4. Rating letter Transaction Documents 5. Tripartite Agreement between the Issuer; Registrar and NSDL for issue of Debentures in dematerialized form 6. Letter appointing Registrar 7. Application made to BSE for seeking their in-principle approval for listing of Debentures 8. Listing Agreement with BSE In case of default in payment of interest and / or principal redemption on the due dates, the Company shall pay additional interest at the rate of 2.00% p.a. over and above the Coupon Rate for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due Additional Covenants and up to but excluding the date on which such amount is paid.

Listing: The Issuer shall complete all the formalities and seek listing permission within 20 days from the Deemed Date of Allotment.

The NCDs shall be listed on BSE/NSE. In case of delay in listing of the Debentures beyond 20 days from the deemed date of allotment, the issuer will pay penal interest of at least @ 1% p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debentures to the investor.

In case the long term rating of the Debentures issued by the company is downgraded at any point of time during the currency of the Debentures the Debenture Holders: a. reserves the right to reset the interest rate based on the downgraded rating with effect from the date of downgrading. b. reserve the right to recall its outstanding principal amount on the aforesaid debentures along with all other monies / accrued interest due in respect thereof including compensation for all real / notional losses calculated on the basis as the Corporation may deem fit;.

In case the Debentures issued to the SEBI registered FIIs / sub-accounts of FIIs/FPIs are not listed within 15 days of issuance to the SEBI registered FIIs / sub-accounts of FIIs/FPIs, for any reason, then the FII/sub-account of FII/FPIs shall immediately dispose of the Debentures either by way of sale to a third party or to the Issuer and in case of failure to list the Debentures issued to SEBI registered FIIs/ sub-accounts of FIIs/FPIs within 15 days of issuance, the Issuer shall immediately redeem / buyback such Debentures from the FIIs/sub-accounts of FIIs/FPIs. Events of Default As specified in Debenture Trust Deed / Agreement Remedies As mentioned in Debenture Trust Deed / Agreement An Event of Default shall arise if the Issuer: (A) defaults in any payment of Indebtedness beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created; or (B) any Indebtedness of the Company is declared to become due and Cross Default payable prior to its specified maturity as a result of an event of default (however described). (C) any encumbrance over any assets of the Company to secure any Financial Indebtedness (other than the Debentures) is enforced by any lender Registrars Link Intime India Private Limited The subscription from investors shall be accepted for allocation and allotment by the Issuer subject to the following:

i. Rating letters not being more than one month old from the issue opening Conditions precedent to date; subscription of Debentures ii. Seek a written consent letter from the Trustees conveying their consent to act as Trustees for the Debenture holders;

iii. Making an application to BSE for seeking their in-principle approval for listing of Debentures. Conditions subsequent to In addition to the Private Placement Guidelines, the Issuer shall ensure that subscription of Debentures the following documents are executed/ activities are completed as per time frame mentioned elsewhere in the respective Series 5:

1. Maintaining a complete record of private placement offers in Form PAS-5 and filing the such record along with Private Placement Offer Letter in Form PAS-4 with the Registrar of Companies, Mumbai with fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and with Securities and Exchange Board of India, within a period of thirty days of circulation of the Private Placement Offer Letter 2. Security shall be created in favour of Debenture Trustee within 60 days from the date of issuance of NCDs Filing a return of allotment of Debentures with complete list of all Debenture holders in Form PAS-3 under Section 42(9) of the Companies Act, 2013, with the Registrar of Companies, Mumbai within thirty days of the Deemed Date of Allotment along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014. Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned elsewhere in this Private Placement Offer Letter. Private Placement/as per EBP Guidelines Successful bidders are required to do the funds pay-in from their same bank account which is updated by them in the BSE Bond - EBP Platform (as applicable) while placing the bids and into the relevant designated bank account. In case of mismatch in the bank account details between BSE Bond Mode of Subscription -EBP Platform (as applicable) and the bank account from which payment is done by the successful bidder, the payment will be returned back. Payment should be made by the deadline specified by the BSE. Successful bidders should do the funds pay-in to the bank accounts of the clearing corporation of the relevant Exchanges as further set out under “Particulars of the Offer’ Section of the Private Placement Offer Letter. The Debentures are governed by and will be construed in accordance with the Governing Law and Indian Law. The Debentures and documentation will be governed by and Jurisdiction construed in accordance with the laws of India and the parties submit to the exclusive jurisdiction of the courts and tribunals in Mumbai.

SECTION XIII MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE

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

NIL

SECTION XIV CREDIT RATING & RATIONALE THEREOF

CARE Ratings Limited (“CARE”) vide its letter dated 01st July, 2020 has assigned a credit rating of “CARE A- Stable (CARE Single A Minus; Outlook stable” by CARE Ratings Limited” to the Non-Convertible Debenture borrowing programme of Capri Global Housing Finance Limited aggregating to Rs. 200 Crores. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter from CARE is enclosed elsewhere in this Private Placement Offer Letter.

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 agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time based on new information etc.

SECTION XV DEBENTURE TRUSTEE

In accordance with the provisions of Section 71 of the Companies Act, 2013, Companies (Share Capital and Debentures) Rules 2014 and Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, Company has appointed Catalyst Trusteeship Limited to act as Debenture Trustee (“Debenture Trustee”) for and on behalf of the holder(s) of the Debentures. The address and contact details of the Trustees are as under:

Mumbai Office: Add: Windsor, 6th Floor, Office No - 604, C.S.T. Road, Kalina, Santacruz (East), Mumbai – 400 098 Phone: 022- 4922 0555 Email: [email protected], [email protected] Contact Person: Umesh Salvi SEBI Registration No.: IND000000034

A copy of letter from Trustee dated 29th June, 2020 their consent to act as Debenture Trustee for the current issue of Debentures is enclosed elsewhere in this IM.

Company hereby undertakes that the rights of the Debenture holders will be protected as per the agreement/deed executed/to be executed between Company and the Debenture Trustee. The Debenture Trustee Agreement/Deed shall contain such clauses as may be prescribed under Section 71 of the Companies Act, 2013, Companies (Share Capital and Debentures) Rules, 2014 and those mentioned in Schedule IV of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993. Further the Debenture Trustee Agreement/Deed shall not contain any clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the Debenture Trustee or Company in relation to any rights or interests of the holder(s) of the Debentures; (ii) limiting or restricting or waiving the provisions of the SEBI Act; SEBI Debt Regulations and circulars or guidelines issued by SEBI; and (iii) indemnifying the Trustees or Company for loss or damage caused by their act of negligence or commission or omission.

The Debenture holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in their absolute discretion deem necessary or require to be done in the interest of the holder(s) of the Debentures. Any payment made by Company to the Debenture Trustee on behalf of the Debenture holder(s) shall discharge Company protanto to the Debenture holder(s). The Debenture Trustee shall protect the interest of the Debenture holders in the event of default by Company in regard to timely payment of interest and repayment of principal and shall take necessary action at the cost of Company. No Debenture holder shall be entitled to proceed directly against Company unless the Debenture Trustee, having become so bound to proceed, fail to do so. In the event of Company defaulting in payment of interest on Debentures or redemption thereof, any distribution of dividend by Company shall require approval of the Debenture Trustee.

SECTION XVI STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED

The Secured, Redeemable, Non-Convertible, Non-Cumulative Debentures (“Debentures”) are proposed to be listed on the Wholesale Debt Market (WDM) Segment of the BSE. Company shall make an application to the BSE to list the Debentures to be issued and allotted under this IM and complete all the formalities relating to listing of the Debentures within stipulated time (as per applicable law) from the date of closure of the Issue. If the permission to list and trade the Debentures is not granted by the stock exchanges, our Company shall forthwith repay, without interest, all such moneys received from the Applicant in pursuance of this IM and Section 40 of the Companies Act, 2013. If default is made, our Company and every officer in default will liable to fine as prescribed in Section 40 of the Companies Act, 2013.

About listing of Debentures with BSE, Company hereby undertakes that:

 It shall comply with conditions of listing of Debentures as may be specified in the Listing Agreement with BSE.

 Ratings obtained by Company shall be periodically reviewed by the CREDIT rating agencies and any revision in the rating shall be promptly disclosed by Company to BSE

 Any change in rating shall be promptly disseminated to the holder(s) of the Debentures in such manner as BSE may determine from time to time.

 Company, the Debenture Trustee and BSE shall disseminate all information and reports on Debentures including compliance reports filed by Company and the Trustees regarding the Debentures to the holder(s) of Debentures and the public by placing them on their websites.

 Debenture Trustee shall disclose the information to the holder(s) of the Debentures and the public by issuing a press release in any of the following events:

(i) default by Company to pay interest on Debentures or redemption amount; (ii) revision of rating assigned to the Debentures;

 The information referred to in para above shall also be placed on the websites of the Trustees, Company and BSE

SECTION XVII DEBT EQUITY RATIO

Gross Debt Equity Ratio of the Company:

Before the issue of bonds Particulars After the issue of bonds As on date – 30.06.2020 Total Borrowing (Rs. Cr) 901.93 801.35 Net-worth (Rs. Crores) March, 2020 231.53 231.53 Borrowings / Equity Ratio 3.90 4.00

SECTION XVIII SERVICING BEHAVIOUR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS

Company hereby confirms that: a) The main constituents of Company’s borrowings have been in the form of borrowings from Banks, etc. b) Company has been servicing all its principal and interest liabilities on time and there has been no instance of delay or default since inception. c) Company has neither defaulted in repayment / redemption of any of its borrowings nor affected any kind of roll over against any of its borrowings in the past.

SECTION XIX UNDERTAKING REGARDING COMMON FORM OF TRANSFER

The Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/CDSL/Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with Company.

Where the Debentures are held in physical form, transfer of Debentures shall be as per the relevant provisions of Companies Act, 2013, and the Company shall accept common form of transfer as per the extent statutory requirements. However, Company reserves its right to duly confirm the identity of the transferor and conduct necessary due diligence wherever required.

SECTION XX MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

By very nature of its business, Company is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of Company. However, the contracts referred below (not being contracts entered into in the ordinary course of the business carried on by Company) which are or may be deemed to be material have been entered into by Company. Copies of these contracts together with the copies of documents referred below may be inspected at the Head Office of Company between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date.

MATERIAL DOCUMENTS

1. Memorandum and Articles of Association of the Company, as amended to date. 2. Certificate of Incorporation. 3. Copy of shareholder’s resolution obtained for overall borrowing limit. 4. Credit Rating letters annexed hereto as Annexure I 5. Auditor’s Report and standalone financial statements for the financial year March 31, 2020, 2019 and 2018 prepared under Indian Ind AS. 6. Annual Report of the Company for the last three Fiscals. 7. Board Resolution dated June 24, 2019 and dated May 09, 2020 authorizing issue of Debentures offered on private placement basis. 8. Letter of consent from Trustee dated 29th June, 2020 for acting as Trustees for and on behalf of the holder(s) of the Debentures annexed hereto as Annexure II 9. Tripartite Agreement between Company, NSDL and Link Intime for issue of Debentures in Dematerialized form. 10. Debenture Trust Deed between the Company and Debenture Trustee annexed hereto as Annexure VII

SECTION XXI DECLARATION

SECTION XXIII ANNEXURES

A. APPLICATION FORM ALONG-WITH GENERAL INSTRUCTIONS – SHALL BE ISSUED SEPARATELY.

B. CREDIT RATING LETTERS & RATING RATIONALE

Annexed as Annexure - I

C. CONSENT LETTER OF TRUSTEE

Annexed as Annexure – II

D. COPY OF SPECIAL RESOLUTION PASSED ON JUNE 24, 2019, BOARD RESOLUTION DATED MAY 09, 2020 AND JUNE 24, 2019.

Annexed as Annexure - III

E. BSE IN PRINCIPLE APPROVAL LETTER FOR LISTING OF NCDS

Annexed as Annexure – IV

F. COPY OF RESOLUTION PASSED BY THE SHAREHOLDER DATED JUNE 24, 2019 AUTHORISING SECURITY CREATION

Annexed as Annexure - V

G. ILLUSTRATION OF BOND CASH FLOWS PER NCD

ILLUSTRATION OF BOND CASH FLOWS PER NCD

As per the SEBI Circular No. CIR/IMD/DF-1/122/2016 dated November 11, 2016, the cash flows emanating from the Debentures are mentioned below by way of an illustration. (Per NCD Cash Flow)

FORM NO. PAS – 4 PRIVATE PLACEMENT OFFER LETTER [Pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014]

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 8170; E-mail: [email protected] Website: www.caprihomeloans.com CIN No. – U65990MH2006PLC161153

1. GENERAL INFORMATION a. Name, address, website and other contact details of the company indicating both registered office and corporate office:

SR. PARTICULARS : DETAILS No (i) REGISTERED OFFICE OF THE ISSUER Name : CAPRI GLOBAL HOUSING FINANCE LIMITED Address : 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra Tele No : +91-22 4088 8100 Fax No : +91- 22 4088 8170 Email : [email protected] Website : www.caprihomeloans.com (ii) COMPLIANCE OFFICER OF THE ISSUER Name : Mr. Abhishekh Kanoi Address : 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra Tele No : +91 22 – 4088 8104 Fax No : +91 22 4088 8160 Email : [email protected] Website : www.caprihomeloans.com

Date of incorporation of the company: April 17, 2006 b. Business carried on by the company and its holding company: (CGHFL or the Company) is registered as Housing Finance Institution with National Housing Bank (NHB) bearing No. 09.0128.15 dated September 28, 2015. CGHFL provides secured home loans mainly to LIG, MIG & EWS segments primarily in Tier II & Tier III cities and micro markets in Tier I cities.

Capri Global Capital Limited holding company of CGHFL is a non-deposit taking systematically important Non-Banking Finance Company (NBFC-ND-SI) in India and holds RBI Registration No. B-13.01882. The Company is engaging in lending to Micro, Small and Medium Enterprises (MSME(s)) as well as residential real estate developers (Construction Finance Lending). During FY18, the company has also introduced a new vertical, Indirect Retail Lending i.e. lending to other NBFCs / MFIs. The Company’s products address the needs of MSMEs and reality developers engaged in residential construction sector. The Products of the Company are broadly categorised as follows:

 MSME & Retail Lending: This includes loans for working capital, loans for purchase of equipment and machinery, loans for business or capacity expansion, term loan against property. Collateral property is usually consisting of Residential / Commercial / Industrial Properties. Loan ticket size is between Rs. 5 lacs to 50 lacs and maximum tenor is up to 180 months. CGCL accept only first and exclusive charge on the collateral property with clear and markable title.

 Construction Finance Lending: This includes construction finance, structured credit, to provide project finance to leading developers who have marketable project/s in the area of demand in form of term loan / NCD to developers to complete the residential / mixed use project basis the projected sales cash-flow of the project.

 Indirect Retail Lending: Loan to NBFC / MFIs - This includes, lending to small NBFCs engaged in MSME Lending, microfinance, two-wheeler and commercial vehicle finance. Ticket size is between Rs. 5 crores to Rs. 25 crores for tenor of 1 year to 3 years against the security of hypothecation of receivables, cash collateral and personal guarantee of promoters.

The aim of the Company is to build long-term relationships with clients considering their needs as well as the changing market dynamics. The mission is to be the preferred provider of the highest quality solutions in the chosen business domain. The net worth of the Company is INR 1,482.62 Crores with a total loan book of INR 3,136.55 Crores as of March 31, 2020. There are currently 1650+ employees working at group level as of March

31, 20 20. The Company group is headquartered in Mumbai and its network comprises of 82 branches across 8 states.

The Company partners MSMEs through their business cycle by providing them the much-needed access to funding. CGCL positions itself as a financer to the multitude of MSMEs who seek smaller amounts of growth capital to achieve their ambitions. The Company has the following highlights:

 More than 85% of the Company’s business is PSL (Priority Sector Lending)  Expansion of business in the state of Maharashtra, Gujarat, Madhya Pradesh, Chattisgarh, Rajasthan and entire NCR  Disbursement of loans worth INR 1,017 Crores during the Financial Year 2019-20.

Technology Systems and Operational Methods:

2. The Company has adopted all relevant contemporary and technology based operational methods and systems. For credit delivery / administration, the Company has employed ’ new generation cloud based platform from Indus Technologies with features such as mobility, work flow based rule engine, CRM, DMS, Collection and Collateral modules, Accounting Software ‘SAP’ is already implemented. Going forward, the Company plans to swiftly adapt to changes to meet the challenges of increasing technological development. Having said that, Company does the periodic upgrades of software’s (IT Applications) along with its internal development team.

The Company has earned profits after tax in the past Three years. The year wise report of net profits and NPAs of the Company is as follows:

Particulars (Rs. in Cr) FY, 2018 FY, 2019 FY, 2020 Profit After Tax (6.97) 6.98 24.33 CRAR 69.52% 49.60% 40.35% Gross NPA (in %) 0.13% 0.53% 1.21% Net NPA (in %) 0.11% 0.16% 0.39%

The Company’s performance can be analysed from its Key Performance Indicators on an annual basis (for year ending as of March 31). The same is as follows:

As on/for the year As on/for the year ended As on/for the year ended ended Particulars March 31, 2018 March 31, 2019 (Audited) March 31, 2020 (Audited) (Audited) Ind AS Ind AS Ind AS For Financial Entities Loan Disbursed 253.3 237.13 616.79 During the Year Loan Book 242.08 786.62 898.39 Net worth 100.53 207.21 231.53 Total Income 15.46 88.90 139.47 Income from 15.46 88.87 137.87 Operation PAT -6.97 6.98 24.33

The Company’s PAT has increased for FY 2020 as compared to previous years.

Our Strengths

important for lo ng-term success. Significant efforts are made in the area of talent acquisition, employee development, leadership enhancement and performance management.

Our Strategy

1) The Company is a registered as Housing Finance Institution with National Housing Bank (NHB) and holds registration No. 09.0128.15 dated September 28, 2015. The Company is engaging in lending mainly to LIG (Low Income Segment), MIG (Middle Income Group) & EWS (Economic Weak Segment) segments primarily in Tier II & Tier III cities and micro markets in Tier I cities.

C) Increasing Footprints – The Company now has over 76 branches across India including Tier II and Tier III cities. Further it is planning to spread its network in various Indian states.

The Company’s strategy for the future is to focus on the following areas:

 Maintain strong asset quality and earnings growth

 Leverage existing network with selective expansion

The Company proposes to expand its operations across India in a phased manner. This will increase its share of the housing finance business, by tapping underserved segments – Tier II and Tier III cities of the Indian economy.

 Strengthen IT platform

Technology continues to be a strategic enabler for the Company. It is primary for the Company’s future business growth and cost optimisation. The Company aims to strengthen processes to improve operational efficiency, end-to-end business automation and customer service to support business growth. Also, an effective collection system is an absolute necessity for Housing Finance Company. With a larger collection team and regular follow-ups and reminders, we are on track to achieve best-in-class efficiencies and protect our profitability. We also endeavour to ensure that our clients receive finance in the shortest possible time because timely meeting of capital needs is important to them.

 Future Business:

CGHFL will continue to target lower- and middle-income segment catering to underserve borrower profile. CGHFL plan to expand its branch networks in coming future as per business requirement. To fuel future growth, CGHFL will leverage on its direct sourcing model and use of technology to drive efficiency and cost optimisation.

6.4. OUR PRODUCTS AND BUSINESS

The Product portfolio of the Company is as under:

(CGHFL or the Company) is registered as Housing Finance Institution with National Housing Bank (NHB) bearing No. 09.0128.15 dated September 28, 2015. CGHFL provides secured home loans mainly to LIG, MIG & EWS segments primarily in Tier II & Tier III cities and micro markets in Tier I cities. As on 31st March 2020, Average Ticket Size of the portfolio is ~Rs. 9 Lakhs and LTV of 63.75%. The AUM of the Company is Rs. 898.35 Crores (as on 31st March 2020).

Regional Presence:

Given below list of branches offices:

26 Mira Road Unit No -508, Space 912, Above Brand Factory, Mira-Bhayander Road, Opp. Pleasant Park, Thane, Maharashtra 401107 MP 27 Raipur Shop No 205, 2nd Floor, Lalganga Business Park, N.H. 43, Pachpedi naka, Raipur Chhattisgarh 492001 28 Indore I Unit No 110 & 111, First Floor, Megapolis Square, 579, M.G. Road, Indore, Madhya Pradesh – 452001 29 Jabalpur Office No 46, 2nd Floor, Ahuja Towers, Opp Bhawartal Gardern, Napier Town, Jabalpur, Madhya Pradesh 482001 30 Khargone Office No. 10, First Floor, Nagarpalika Market, Jawahar Marg, Khargone, Madhya Pradesh 451001 31 Ujjain Office No. 10, 2nd Floor, Giriraj Heritage, Madhav Club Road, Teem Batti Square, Near Dava Bazar, Ujjain – 456010, Madhya Pradesh 32 Vidisha Office No 10, 3rd Floor, Gaurav Business Square, Infront of Adani Wilmare Ltd. Plant, Sanchi Road, Vidisha, Madhya Pradesh 464001 33 RATLAM Office No. 8, 2nd Floor, Gurudatta Empire, 135 New Road, Ratlam, Madhya Pradesh – 457 001 34 Dhar Unit no. 201, 2nd Floor, Kanchan Classic, 79, Kashibaug Colony, Indore-Ahmedabad Road, Dhār, Madhya Pradesh 454001 35 Hoshangabad 1st Floor, Ramajibaba Complex, Beside Ramjibaba Samadhi, Hoshangabad, Madhya Pradesh 461001 36 Satna Unit no. 2, Third Floor, Tiwari Towers, Rewa Rd, Satna, Madhya Pradesh 485001 37 Indore II Ground Floor, Sancheti Avenue, 3125, Sector E, Sudama Nagar, Near Gopur Square, Ring Road, Indore 452009 38 Mandsaur 164, Mahu-Neemuch Road, 1st Floor, Opp. Nutan School, Gandhi Market, Mandsaur, 458 002 39 Khandwa Unit No 103, 1st Floor, Landmark One, Mansingka Tiraha, Pandhana Road, Khandwa, Madhya Pradesh 450001 40 Neemuch 2nd Floor, Above Sajjan Tower, Tagore Marg, Neemuch Chawni, Neemuch, Madhya Pradesh 458441 41 Bhopal T 5, Third Floor, City Centre, Plot No 1, MP Nagar, Bhopal, Madhya Pradesh -462011 42 Ashta Vijay Villa Shop No. 2 Kannod Road near PNB ATM, Ashta, Dist. Sehore Madhya Pradesh 466116 43 AGAR- Sanchora Bhavan, 1st Floor, Opp. Marketing Petrol Pump, Ujjain Road, Dist. Agar MALWA Malwa - 465441 44 SHUJALPUR Ground floor Shop no 7, C/o Tulsiram Rajpal shop, Neasr chowki, M.G. Road, Shujalpur Mandi, Dist Shujalpur, 465333, Madhya Pradesh 45 BETUL No. 428/1, 1st Floor, Chandrashekhar ward, Itarsi Road, Sadar near Ganesh Hotel Betul MP 460001 Rajasthan 46 Jodhpur Plot No -637B, ground floor, Bhansali Tower, Main Residency Road, Jodhpur - 342011 47 Udaipur Office No S – 4, Second Floor, Business Centre- 1 Madhuban, Udaipur - 313 001 Rajasthan 48 Kota Plot no-11, Near Gumanpura Thana, Police Station,Jhalawar Road , Kota-324 007 49 Alwar 14-Scheme N0-1, 2Nd Floor, Bhagat Singh Circle, Arya Nagar Alwar, Rajasthan 301001 50 Bhilwara Office No – 2 & 3, 1st Floor, Shreeji Tower, Opposite Yes Bank, Pura Road, Bhilwara – 311001 51 Ajmer Shop No 75,76,77 4Th Floor K.C Complex Opp Daulat Bagh Ajmer 305001 52 Jaipur II Plot No. 13, 3nd Floor, Pratap Nagar, Khatipura Road, Vaishali Nagar, Jaipur, Rajasthan- 302021 53 Bikaner 1st Floor, Parshwanath Plaza, Rani Bazar, Near Railway Station, Bikaner, Rajasthan 334001 54 Sujangarh Shop No 5 First floor gaurav tower station road sujangarh Dist Churu Rajasthan 331001 55 Chittorgarh Shop no S-23, Ambe Market, B Block, First Floor, Chittorgarh Dist., Rajasthan- 312001 56 Jaitaran Plot no - 53A, Agewa Road, Khasra No -622/3, Jaitaran, Dist. - Pali, Rajasthan - 306302 57 Sumerpur Opp Power House Jawai Bandh Road Sumerpur Distt Pali Rajasthan - 306902

58 Ratangarh Near Choudhry TVS Show Room Link Road, District Churu, Ratangarh 331022, Rajasthan, India ROM 59 Amravati Shop No. 1, Ground Floor, Vimaco Towers, Bus Stand Road, Amravati – 444 602. 60 Akola Office No. 203, Second Floor, Yamuna Sankul, Civil Lines Road, Akola – 444 001 61 Chinchwad Office No 316, Kohinoor Majestic, G Block, Plot No. 185/186, Bharat Ratna Rajiv Gandhi Marg, Ajantha Nagar, Chinchwad, Thermax Chawk, Behind Kundan Hyundai Showroom, Pimpri-Chinchwad, Maharashtra - 411019 62 Pune Office No. 301, 3rd Floor, 927, Sanas Memories, Shivajinagar, FC Road, Pune - 411 004 63 Kolhapur Office No F- 1, Swanand Complex, New Shahupuri , Near CBS, kolhapur, Pin - 416001 64 Jalgaon 2nd Floor, Panna Heights, Opp Omkareshwar Mandir, Jay Nagar, Jalgaon, Maharashtra -425002 65 Satara SF20, Satara City Business Centre, Survey no 283/1A, Plot No 1, Radhika Road, Karanjetarf, Satara 415002, Maharashtra 66 Shrirampur Shop No. S9, 2nd Floor, Sai Super Market, Main Road, Shrirampur 413709, Dist Ahmednagar, Maharashtra 67 Sangli S-04, 2nd Floor, Shivratna Appartment, Collage Corner, Opp G A Collage, Sangli - 416416, Maharashtra 68 Nagpur Plot No. 569, "Sharad Vilas", Ground Floor, Opp. G.S. College, Gore Peth, Nagpur - 440 010 69 NASHIk 102, First Floor, Plot No. 34 + 36/B, Divine TEJ, Thatte Cross Road No. 2, Kulkarni Baug, Opp. Croma, Nashik – 422 005 70 Ahmednagar 1st Floor, Renuka Apartment, Near Reliance Mall, Savedi Road, Savedi, Ahmednagar - 414001 71 Aurangabad Golden City Center, Office No 114 & 115, Plot No P-79, Beside Prozone Mall, Chikalthana MIDC, Chikalthana, Aurangabad - 431210 72 Kharadi 2nd Floor, Kolte Patil Down Town, City Vista, Office No 16, Fountain Road, Kharadi, Pune 411014 73 Narhe Shop No.4, Bldg-3, S.No. 56/12, Walhekar Property, Second Floor, Above HDFC Bank, Narhe Gaon,Tal- Haveli,, Pune 411041, Maharashtra Uttar Pradesh 74 Meerut Office no. 22, Tej Garhi Tyagi Market, 1st Floor, Garh Road, Meerut, Uttar Pardesh – 2540004 75 Mathura Office No C -57, Gauri Plaza Opposite Manas Nagar Krishna Nagar Mathura 281004 76 AGRA Office No S2, Block 41/4B, 2nd Floor, Friends Tower, Sanjay Place, Agra 282002, U.P.

6.5. Business details of subsidiaries:

We have no subsidiaries.

6.3.1 Business details of parent Company:

 Construction Finance Lending : This includes construction finance, structured credit, to provide project finance to leading developers who have marketable project/s in the area of demand in form of term loan / NCD to developers to complete the residential / mixed use project basis the projected sales cash-flow of the project.

Property: Property on rent or on leave and license agreement: Various Branches of our Company.

Insurance Cover taken by the Company:

During the year 2020-21 the Company has taken adequate Insurance cover to transfer risk of damage, fire and theft of assets of the Company and same shall be renewed whenever it will require.

c. Brief particulars of the management of the company:

Name DIN Designation Mr. Rajesh Sharma 00020037 Managing Director Mr. Beni Prasad Rauka 00295213 Additional (Independent) Director Mrs. Bhagyam Ramani 00107097 Additional (Independent) Director Mr. T. R. Bajalia 02291892 Additional (Independent) Director d. Management’s perception of risk factors:

MANAGEMENT PERCEPTION OF RISK FACTOR

may be conflicts of interest out of common business objects of our Company and Group Companies. There can be no assurance that such Group Companies will not compete with our existing business or any future business. We are additionally exposed to risk in our business and insufficient insurance coverage to cover economic loss will adversely impact our business. Our risk management policies and procedures may make us exposed to unidentified or unaccounted risk which could adversely affect our business and results of operations. In case we fail to renew licenses and permits required in due course of business, it may adversely affect our business operations. We are also exposed to employee misconduct, fraud or errors that are difficult to detect and any such incidences adversely affect our financial condition, results of operations and reputation. Being a financial sector player, the Company is predominantly exposed to typical risks including credit & portfolio risk, finance & liquidity risk, business & market risk, operational & technology risk and regulatory & compliance risk.

RISK RELATING TO BUSINESS OR INDUSTRY

CREDIT RISK

1. There is basic and inherent risk involved in lending business wherein borrowers may fail to repay the loans leading to a risk of upsurge of the bad debts.

PORTFOLIO RISK

1. It is concentration of credit risk in a segment of borrowers or products.

FINANCE RISK

1. Money is essential for lending business and adequate availability of funds is essential for business growth.

lending ability does not suffer. In the event, we are faced with an insufficiency of funds and are unable to maintain our capital adequacy ratios, our business will be materially and adversely affected.

LIQUIDITY RISK

INTEREST RATES RISK

1. The material risk is fluctuation in interest rates as it adversely affects borrowing costs, interest income and net interest margins of companies in the financial sector.

GENERAL RISKS

OPERATIONAL RISK

TECHNOLOGY RISK

Technology driven systems are always extensively exposed to the ‘Technology Obsolescence Risk’. If the technology investments become obsolete, it will impact the overall turnaround time and operations because of others having better technology. It might also add to increased operational cost as fresh investments may be required.

RISK RELATED TO LITIGATION AND FRAUDS

REGULATORY & COMPLIANCE RISK

1. Housing Finance Companies are NHB / RBI regulated and given the nature of the business, there are always regulatory changes and compliance additions being made.

2. Company is HFC catering to housing sector, it can get impacted by unforeseen regulatory changes and additional compliance requirements.

3. We are always subject to regulatory risk and in the event of any adverse regulatory development same will adversely affect our business.

RISKS RELATING TO INVESTMENT IN THE DEBENTURES

1. There is no guarantee that these Debentures will be listed on the stock exchanges in a timely manner or at all.

4. Any down grading in rating of Debentures will affect the prices of these Debentures.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

EXTERNAL RISK FACTOR

LITIGATION RISK

We are currently not involved in any material legal proceedings, neither as plaintiffs nor as defendants. It is generally not possible to predict that in future there will be no proceedings against the Issuer. There is no guarantee that in future we will not be found liable under any legal proceeding(s). Any future negative outcome in lawsuits pertaining to the Issuer’s obligations to guarantee the bonds, could have a material adverse effect on our business, financial condition and results of operations, which could in turn adversely affect our ability to fulfil obligations under the Debentures. g. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of – i) Statutory dues: Nil ii) Debentures and interest thereon: Nil iii) Deposits and interest thereon: Nil iv) Loan from any bank or financial institution and interest thereon: Nil

h. Names, designation, address and phone number, email ID of the nodal / compliance officer of the company, if any, for the private placement offer process:

Name : Mr. Abhishekh Kanoi Address : 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra Tele No : +91 22 – 4088 8104 Fax No : +91 22 4088 8160 Email : [email protected] Website : www.caprihomeloans.com

Name, Father’s Name, Residential Director of the Other Directorships Date of Designation, Address Company Appointment Occupation, DIN, Age Since / Resignation and Nationality Mr. Rajesh Sharma C-1401, Floor- December 24, 1. Stroll Properties December 24, S/o Ramesh Chandra 14, Tower C, 2012 Private Limited 2012 Sharma Beau Monde (Managing 2. Parshwanath (Appointed as Appasaheb Director with Buildcon Private Managing Managing Director Marathe Marg, effect from Limited Director with Occupation: Business Prabhadevi, from July 4, 3. Sitilite Properties effect from DIN: 00020037 Mumbai- 400025 2018) Private Limited July 4, 2018) Age: 50 years 4. Parijat Properties Nationality: Indian Private Limited 5. Capri Global Capital Limited 6. Sweet Memories Property Private Limited 7. Capri Global Holdings Private Limited 8. Capri Global Advisory Services Private Limited 9. Terrain Properties Private Limited 10. Budhinath Advisory Services Private Limited 11. Realty Check Properties Private Limited 12. Sukumar Properties Private Limited 13. Shri Rangji Realties Private Limited 14. Sarvasiddhanta Properties Private Limited 15. Gagandeep Infrastructures Private Limited 16. Vishwamukha Developers Private Limited 17. Money Matters Properties Private Limited

18. Dnyaneshwar Trading and Investments Private Limited 19. Capri Global Asset Reconstruction Private Limited Mr. Beni Prasad 802 - B, Ivy February 11, 11. Capri Global Capital February 11, Rauka Tower, Vasant 2011 Limited 2011 S/o Jagdish Prasad Valley, Film City 12. Advanced Enzytech Rauka Road, Near Solutions Limited Dindoshi Bus 13. Manoo Finance and Independent Director Depot, Malad Investment Private Occupation: Service (East), Mumbai- Limited DIN: 00295213 400097 14. Capri Global Age: 56 years Resources Private Nationality: Indian Limited 15. Pranoo Financial Services Private Limited 16. Advanced Bio-Agro Tech Limited 17. Indergiri Finance Limited. 18. Indergiri Securities Private Limited. 19. Indergiri Share and Stock Brokers Private Limited 20. JC Biotech Private Limited Ms. Bhagyam Ramani 501, Anand Co- September 25, 9. NSE Clearing September W/o Ganapathi Ramani operative 2014 Limited 25, 2014 Housing Society, 10. Capri Global Capital Independent Director Juhu Versova Limited Occupation: Business Link Road, 11. Tata AIG General DIN: 00107097 Andheri (W), Insurance Company Age: 68 years Mumbai-400058 Limited Nationality: Indian 12. IDBI Federal Life Insurance Company Limited 13. Lloyds Metals and Energy Limited 14. L&T Special Steels and Heavy Forgings Private Limited 15. Gujarat Sidhee Cement Limited 16. Saurashtra Cement Limited Mr. T. R. Bajalia 1602, B Wing, September 25, 7. India Steel Works September S/o Toonda Ram Gundecha Altura, 2014 Limited 25, 2014 Bajalia LBS Marg, 8. Isinox Limited Kanjurmarg 9. Kanchansobha Additional (West), Mumbai- Finance Private (Independent) Director 400078 Limited Occupation: Business 10. Pen India Limited DIN: 02291892 11. Moneyplus Financial Age: 63 years Services Private Nationality: Indian Limited

12. Indinox Steels Private Limited

None of the current Directors of the Issuer appear in the ECGC defaulters list.

a. Date of passing of board resolution –

The present placement of Bonds is being made pursuant to the resolution passed by the Board of Directors (Annexure III) of the company at its meeting held on May 09, 2020 and June 24, 2019.

b. Date of passing of resolution in the general meeting, authorizing the offer of securities-. June 24, 2019

c. Kinds of securities offered (i.e. whether share or debenture) and class of security:

Non-Convertible Debenture

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

Face Value: Rs. 10,00,000 /- (Rupees ten lakhs only) per Debenture. Issue Price: Rs. 10,00,000 /- (Rupees ten lakhs only) per Debenture at par. Minimum Application: 10 Debentures and in multiples of 1 Debenture thereafter.

e. Name and address of the Valuer who performed valuation of the security offered:

N.A.

f. Amount which the company intends to raise by way of securities:

Rs. 25 crores

g. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment:

Duration 18 Months Rate of Interest 8.00% annualized Mode of Payment Electronically Mode of Repayment

h. Proposed time schedule for which the offer letter is valid:

Issue Opening Date 27th July, 2020 Issue Closing Date 27th July, 2020 Pay-in Date 28th July, 2020 Deemed Date of Allotment 28th July, 2020

i. Purposes and objects of the offer:

The issuer shall use the proceeds from issue debenture pursuant to the Debenture Trust Deed for Lending activities and other business activities as permitted by RBI Guidelines. The funds will not be utilized for any speculative or prohibited purposes including capital market, as per relevant regulatory guidelines.

j. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects:

N. A.

k. Principle terms of assets charged as security, if applicable:

Issue Size Up to INR 25.00 Crores Issue Price At par, i.e. Rs. 10,00,000/- (Rs. Ten Lakh only) per Debenture Option to retain Not Applicable oversubscription (Amount) The funds raised through this issue, after meeting the expenditures of and related to the issue, will be used by the Issuer for its permissible various financing activities, repaying our existing loans and for business operations. The funds will not be utilized for any speculative or prohibited purposes including capital market, as per relevant regulatory guidelines. Objects of the Issue

Put Notification Time Not Applicable Call Notification Time Not Applicable Face Value Rs. 10,00,000/- (Rs. Ten Lakh only) per Debenture Minimum Application and in 10 Debentures and in multiples of 1 Debenture thereafter multiples of Debt securities thereafter Issue Timing 5. Issue Opening Date 27th July, 2020 6. Issue Closing Date 27th July, 2020 7. Pay-in Date 28th July, 2020 8. Deemed Date of Allotment 28th July, 2020 Manner of Bidding Close Book Building Mode of settlement ICCL Mode of Allotment / Allocation Uniform Yield option Issuance mode of the In Dematerialized mode Instrument Trading mode of the Instrument In Dematerialized mode Settlement mode of the NEFT / RTGS Instrument National Securities Depository Limited (NSDL) and Central Depository Depository Services (India) Limited (CDSL). If the interest payment date falls on a holiday, the payment of interest up to original scheduled date, will be made on the following working day, however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. Effect of Holidays If the Redemption Date (also being the last Coupon Payment Date) of the Debenture falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Debenture until but excluding the date of such payment 15 days prior to each Coupon Payment Date / Redemption Date / Put option Date / Call Option Date. Record Date In the event the Record Date falls on a day which is not a Business Day, the next Business Day will be considered as the Record Date. The NCDs being issued shall be secured through a First pari-passu charge by way of Hypothecation on the receivables of the Company.

In case of default in payment of interest and / or principal redemption on the due dates, the Company shall pay additional interest at the rate of 2.00% p.a. over and above the Coupon Rate for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and up to but excluding the date on which such amount is paid.

Listing: The Issuer shall complete all the formalities and seek listing permission within 20 days from the Deemed Date of Allotment.

In case the Debentures issued to the SEBI registered FIIs / sub-accounts of FIIs/FPIs are not listed within 15 days of issuance to the SEBI registered FIIs / sub-accounts of FIIs/FPIs, for any reason, then the FII/sub-account of FII/FPIs shall immediately dispose of the Debentures either by way of sale to a third party or to the Issuer and in case of failure to list the Debentures issued to SEBI registered FIIs/ sub-accounts of FIIs/FPIs within 15 days of issuance, the Issuer shall immediately redeem / buyback such Debentures from the FIIs/sub-accounts of FIIs/FPIs. Events of Default As specified in Debenture Trust Deed / Agreement Remedies As mentioned in Debenture Trust Deed / Agreement An Event of Default shall arise if the Issuer: (a) defaults in any payment of Indebtedness beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created; or (b) any Indebtedness of the Company is declared to become due and Cross Default payable prior to its specified maturity as a result of an event of default (however described). (c) any encumbrance over any assets of the Company to secure any Financial Indebtedness (other than the Debentures) is enforced by any lender Registrars Link Intime India Private Limited The subscription from investors shall be accepted for allocation and allotment Conditions precedent to by the Issuer subject to the following: subscription of Debentures I. Rating letters not being more than one month old from the issue opening date;

II. Seek a written consent letter from the Trustees conveying their consent to act as Trustees for the Debenture holders;

III. Making an application to BSE for seeking their in-principle approval for listing of Debentures. In addition to the Private Placement Guidelines, the Issuer shall ensure that the following documents are executed/ activities are completed as per time frame mentioned elsewhere in the respective Series 5: 1. Maintaining a complete record of private placement offers in Form PAS-5 and filing the such record along with Private Placement Offer Letter in Form PAS-4 with the Registrar of Companies, Mumbai with fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and with Securities and Exchange Board of India, within a period of thirty days Conditions subsequent to of circulation of the Private Placement Offer Letter subscription of Debentures 2. Security shall be created in favour of Debenture Trustee within 60 days from the date of issuance of NCDs Filing a return of allotment of Debentures with complete list of all Debenture holders in Form PAS-3 under Section 42(9) of the Companies Act, 2013, with the Registrar of Companies, Mumbai within thirty days of the Deemed Date of Allotment along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014. Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned elsewhere in this Private Placement Offer Letter. Private Placement/as per EBP Guidelines Successful bidders are required to do the funds pay-in from their same bank account which is updated by them in the BSE Bond - EBP Platform (as applicable) while placing the bids and into the relevant designated bank account. In case of mismatch in the bank account details between BSE Bond Mode of Subscription -EBP Platform (as applicable) and the bank account from which payment is done by the successful bidder, the payment will be returned back. Payment should be made by the deadline specified by the BSE. Successful bidders should do the funds pay-in to the bank accounts of the clearing corporation of the relevant Exchanges as further set out under “Particulars of the Offer’ Section of the Private Placement Offer Letter. The Debentures are governed by and will be construed in accordance with the Governing Law and Indian Law. The Debentures and documentation will be governed by and Jurisdiction construed in accordance with the laws of India and the parties submit to the exclusive jurisdiction of the courts and tribunals in Mumbai.

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.

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

None

(b) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a Statutory Authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or Statutory Authority upon conclusion of such litigation or legal action shall be disclosed:

None

However, the contingent liabilities as on 31st March 2020 for the issuer is given below:

Particulars Amount (in Crores) Partly Paid Investments NIL Claims not acknowledged as Debt NIL

Guarantee given by or on behalf of the Company NIL Statutory demands / liabilities, in dispute, not provided for NIL Others – Income Tax 0.10 Total 0.10

The following table sets forth the details of remuneration paid to the Whole-Time Director(s) for the period April 01, 2019 to March 31, 2020:

Name of the Director Salary & Allowances, Performance Other Benefits Total (INR) linked Incentive / Ex-gratia (INR) (INR) Mr. Rajesh Sharma 12,00,000 0 12,00,000 (Managing Director)

The following table sets forth the details of remuneration paid to the Whole-Time Directors for the Financial year 2018-19:

Name of the Director Salary & Allowances, Performance Other Benefits Total (INR) linked Incentive / Ex-gratia (INR) (INR) Mr. Rajesh Sharma* 8,90,323 0 8,90,323 * with effect from July 04, 2018

Remuneration paid to the Whole-Time Directors Financial year 2017-18:

Nil

8.12. Relationship with other Directors

None of the Directors of the Company are, in any way, related to each other.

8.13. RELATED PARTY TRANSACTIONS

Related party transactions entered during the last 2 financial years immediately preceding the year of circulation of this IM including about loans made or guarantees given or securities provided:

Compensation of key management personnel of the Company

For the year ended For the year ended Particulars March 31, 2020 March 31, 2019 Short–term employee benefits 12,00,000 8,90,232 Post–employment pension (defined contribution) - - Termination benefits - - Total 12,00,000 8,90,232

Transactions with key management personnel of the Company

The following table provides the total amount of transactions, which have been entered into with key management personnel for the relevant financial year:

For the year ended For the year ended Particulars March 31, 2020 March 31, 2019 Director Sitting Fees 10,70,000 12,22,500 Total 10,70,000 12,22,500

As at March 31, 2019

Key management personnel of the Company: Mr. Rajesh Sharma (w.e.f. July 04, 2018) Managing Director Mr. Kaushik Chatterjee (up to July 30, 2018) Director Mrs. Bhagyam Ramani Independent Director Mr. Beni Prasad Rauka Independent Director Mr. T.R. Bajalia Independent Director

Transactions with related party of the Company

Name of related parties and related party relationship: a) Related parties where control exists: Capri Global Capital Limited (Holding Company) Particulars For the year ended March 31, 2020 For the year ended March 31, 2019 Income Service fees 1,04,27,906 - Expenses Service Fees 1,20,00,000 1,82,75,360

Balance Sheet Item For the year For the (Closing Balance) ended year ended March 31, March 31, 2020 2019 Amount Payable 85,47,097 26,23,513 Amount Receivable 16,22,998 -

c) Enterprises over which Management and/or their relatives have control: Capri Global Holdings Private Limited Parshwanath Buildcon Private Limited

Particulars For the year ended March 31, 2020 For the year ended March 31, 2019 Rent 5,60,127 4,57,800 Total 5,60,127 4,57,800

d) Post retirement benefit plan: Money Matters Securities Private Limited Employee Group Gratuity Assurance Scheme For the year ended March For the year ended Statement of Profit & Loss Account 31, 2020 March 31, 2019 Employee Benefits 20,12,000 2,46,654 Total 20,12,000 2,46,654

Balance Sheet Item For the year For the (Closing Balance) ended year ended March 31, March 31, 2020 2019 Amount Payable -- 19,88,930

e) Corporate Social Responsibility: Capri Foundation For the year ended March For the year ended Statement of Profit & Loss Account 31, 2020 March 31, 2019 Corporate Social Responsibility Expenses 13,02,500 10,71,672 Total 13,02,500 10,71,672

Trust Under Common Control Money Matters Securities Private Limited Employee Group Gratuity Assurance Scheme

Corporate Social Responsibility Capri Foundation

(d) Summary of reservations or qualifications or adverse remarks of auditors in the last three financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark:

Nil

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

Nil

(f) Details of acts of material frauds committed against the company for last three yeras, if any, and if so, the action taken by the company: Nil

4. FINANCIAL POSITION OF THE COMPANY

A. The capital structure of the company in the following manner in a tabular form:

B. The authorized, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value):

Particulars Number of Shares Description Nominal Aggregate Value Nominal Value Per share (Rs. in Cr) Authorized Capital 65000000 Equity Shares 10 65.00 Issued Capital 60714280 Equity Shares 10 60.71 Subscribed Capital 60714280 Equity Shares 10 60.71 Paid up Capital 60714280 Equity Shares 10 60.71

(b) Size of the present offer:

Redeemable, Secured, Listed, Non-Convertible Debentures of Face Value of Rs. 10 Lacs Each at Par Aggregating to Total Issue Size Not Exceeding Rs. 25.00 Crores with A Base Issue Size of Rs. 25.00 Crores.

C. After the offer: Rs. 60.71 Cr

D. After conversion of convertible instruments (if applicable): Not Applicable.

E. Share Premium Account (before and after the offer): Not Applicable

F. The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration.

Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case;

Date of No. of Face* Issue Consideratio Nature for Cumulativ Cumulative Cumulative Issue/ equity Value price n in Cash/ allotment e number paid up Share allotment shares of (INR) (INR) other than of equity Equity Premium our cash shares Share Company Capital (INR) 18/04/200 10,000 10 10 Cash Initial 10,000 1,00,000 6 Subscribe rs 25/05/200 60,00,000 10 10 Cash Rights 60,10,000 60,100,000 - 6 Issue 13/07/200 1,90,000 10 10 Cash Rights 62,00,000 62,000,000 - 6 Issue 14/11/200 1,88,00,00 10 10 Cash Rights 2,50,00,0 2,50,000,0 - 8 0 Issue 00 00 31/08/201 1,19,04,76 10 42 Cash Rights 3,69,04,7 3,69,047,6 38,09,52,320 7 0 Issue 60 00 29/03/201 2,38,09,52 10 42 Cash Rights 6,07,14,2 6,07,142,8 114,28,56,96 9 0 Issue 80 00 0

G. Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter;

(Rs. in Crs.) Year Profit before Tax Provision for Tax Profit after Tax (including adjustments for earlier years) 2019-20 31.16 6.83 24.32

H. Dividends declared by the Company in respect of the said three financial years;

NIL

I. A summary of the financial position of the Company as in the three audited balance sheets immediately preceding the date of circulation of offer letter:

a. FINANCIAL INFORMATION (ON STANDALONE BASIS)

J. Any change in accounting policies during past three years and their effect on the profits and the reserves of the company. Financial Year Change in accounting policies and their effect

2019-20 No Change From the Financial year 2018-19, the Company has adopted new accounting policy 2018-19 i.e. Ind AS 2017-18 No Change

V. DECLARATION:

The issuer undertakes that this Disclosure document contains full disclosures in conformity with FORM PAS-4 prescribed under Section 42 and Rule(I) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and 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 SEBI Circular No. CIR/IMD/DF-1/122/2016 dated November 11, 2016 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued vide Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated September 02, 2015

In relation to the Issuer, it is hereby declared that:

(1) The Company has complied with the provisions of the Companies Act, 2013 and the rules made there under.

(2) The Company undertakes that the monies received under the issue shall be utilized only for the purposes and ‘Object of the Issue’ indicated in the Disclosure document.

The Issuer accepts no responsibility for the statements made otherwise than in the Disclosure document or in any other material issued by or at the instance of the issuer and that any one relying on such information from any other source would be doing so at his own risk.

The Board of Directors of the company vide resolution dated June 24, 2019 authorized Mr. Rajesh Sharma, Managing Director to carry-out all acts and things to give effect to this resolution for issuance of Non-Convertible Debentures of Rs. 400 Crores.

The undersigned has been authorized by the aforementioned resolution to sign this Disclosure document and declared that all the requirements of the Companies Act, 2013, Securities Exchange Board of India (Issue and Listing of Debt Securities), Regulation, 2012 and circulars issued there under in respect of the subject matter of this form and matters incidental thereto have been complied with.

Whatever is stated in this Disclosure document and in the attachments thereto is true and correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the Promoter subscribing to the Memorandum of Associations and Articles of Association of the Company.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this Disclosure document.

W. ANNEXURES:

A. APPLICATION FORM ALONG-WITH GENERAL INSTRUCTIONS – SHALL BE ISSUED SEPARATELY.

B. CREDIT RATING LETTERS & RATING RATIONALE

Annexed as Annexure- I

C. CONSENT LETTER OF TRUSTEE

Annexed as Annexure – II

D. COPY OF SPECIAL RESOLUTION PASSED ON JUNE 24, 2019 AND BOARD RESOLUTION DATED MAY 09, 2020 . Annexed as Annexure- III

E. BSE IN PRINCIPLE APPROVAL LETTER FOR LISTING OF NCDS

Annexed as Annexure – IV

F. COPY OF RESOLUTION PASSED BY THE SHAREHOLDER DATED JUNE 24, 2019 AUTHORISING SECURITY CREATION Annexed as Annexure – V

G. FINANCIALS FOR LAST 3 FINANCIAL YEARS 2020, 2019 AND 2018: Financial Statements for the year ended March 31, 2020, March 31, 2019 and March 31, 2018 are attached.

97 X. ILLUSTRATION OF BOND CASH FLOWS PER NCD

ILLUSTRATION OF BOND CASH FLOWS PER NCD

As per the SEBI Circular No. CIR/IMD/DF-1/122/2016 dated November 11, 2016, the cash flows emanating from the Debentures are mentioned below by way of an illustration. (Per NCD Cash Flow)

Tenor 18 Months Coupon Rate 8% p.a. Payable Annually Illustrative Cash Flows per Debenture Sr. N Cashflows Per Payment Date No. of Days in Coupon Amount (Rs.) o. Debentures Period 1 1st Coupon Payment Wednesday, July 28, 2021 365 80,000.00 2 2nd Coupon Payment Friday, January 28, 2022 184 40,328.77

Deloitte Haskins 8r Sells LLP

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

Management's Responsibility for the Financial Statements The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditors' Responsibility for the Audit of the Financial Statements

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

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

/-"-. ;,·, .~ Obtain an understanding of internal financial control relevant to the audit in order to '?-·----~:,\design audit procedures that are appropriate in the circumstances. Under section ~ HART.EF'-'· ~.A3(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Al-COUI,li · , 2 ~~.. ',\., Deloitte· Haskins & Sells LLP

Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

Other Matter

The comparative financial information of the Company for transition date opening balance sheet as at pt April 2017 included in these financial statements, have been prepared after adjusting previously issued the financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 to comply with Ind AS. The previously issued financial statements were audited by the predecessor auditor whose report for the year ended 3pt March 2017 dated 12th May 2017 expressed an unmodified opinion on this financial statements. Adjustments made to the previously issued financial statements to comply with Ind AS have been audited by us.

Our opinion on the financial statements is not modified in respect of the above matter on the comparative financial information.

3 Deloitte Haskins & Sells LLP

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 3Pt March 2019 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in Note 48 to its financial statements. as at 3Pt March 2019; ii. The Company did not have any long-term contracts including derivative contracts as at year-end for which there were any material foreseeable losses; and iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

4 Deloitte Haskins & Sells LLP

2. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No.117366W/W-100018)

~. j 'c/: 17}/'? ... ~~· G. K. S~maniam Partner (Membership No. 109839)

Mumbai: April 27, 2019

5 Deloitte Haskins & Sells LLP

Report on Internal Financial Controls Over Financial Reporting

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT (Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Capri Global Housing Finance Limited (the "Company") as of 31 March 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143( 10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

6 Deloitte Haskins & Sells LLP

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2019, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No.ll7366W/W-100018)

o, p ~~ 1()/VJ~~~-. G.K.S~m Partner (Membership No. 109839)

Mumbai: April 27, 2019

7 Deloitte Haskins 8r Sells LLP

ANNEXURE "B" TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification. (c) According to the information and explanations given to us and the records examined by us, there are no immovable properties, included in property, plant and equipment of the Company and accordingly, the requirement under paragraph 3(i)(c) of the Order is not applicable.

(ii) To the best of our knowledge and according to the information and explanations given to us, the Company does not have any inventory and hence reporting under clause 3(ii) of the Order is not applicable.

(iii) To the best of our knowledge and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act.

(iv) The Company has not granted any loans, made investments or provided guarantees under the provisions of Sections 185 and 186 of the Act and hence reporting under clause 3(iv) of the Order is not applicable.

(v) To the best of our knowledge and according to the information and explanations given to us, the Company has not accepted any public deposit during the year and no order in this respect has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunals.

(vi) To the best our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, in respect of the services rendered by the Company.

(vii) To the best of our knowledge and according to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Goods and Service Tax and cess to the appropriate authorities.

,~:,,,:::,::.::.:_, _::;c~ (b) There were no undisputed amounts payable in respect of Provident Fund, l.t.J~ ~<_·._:.\ Employees' State Insurance, Income-tax, Goods and Service Tax and cess as at (::: -~~TERED :~:...\ -0 .?ccCUNTMi _,,.,, ',_ / 8 G\$o) .... _ ' '.'.· Deloitte Haskins & Sells LLP

3Pt March 2019 for a period of more than six months from the date they became payable.

Forum where Period to which Name of Nature of Amount Dispute is the Amount Statute Dues (Rs.) Pending Relates

Regular Income Tax Assessment Assessing AY 2008-09 1,95,454 Act, 1961 u/s 143(3) officer of the Act

Interest u/s Income Tax Assessing 220(2) of AY 2010-11 16,875 Act, 1961 officer the Act

There are no dues of Provident Fund, Employees' state insurance, and Goods and Service Tax as on 3Pt March 2019 on account of disputes.

(viii) To the best of our knowledge and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company has not taken any loan from government and financial institutions. The Company has not issued any debentures.

(ix) To the best of our knowledge and according to the information and explanations given to us, the money raised by way of the term loans have been applied by the Company during the year for the purposes for which they were raised other than temporary deployment pending application of proceeds. The Company has not raised moneys by way of initial public offer/ further public offer including debt instruments.

(x) To the best of our knowledge and according to the information and explanation given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) To the best of our knowledge and according to the information and explanations given to us, the Company is in compliance with Section 188 and 177 of the Act, where applicable, for all transactions with the related parties and the details of related party

L , , .-, transactions have been disclosed in the financial statements as required by the 1 0~~ applicable accounting standards. \ {::~·~~K(EREr, \rf• ~ 1 9 \~A~''\'--,,} ! ,,....~·\ Deloitte Haskins & Sells LLP

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

(xv) To the best of our knowledge and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with them and hence provisions of section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No.l17366W/W-100018)

G. K. Subramaniam Partner (Membership No. 109839)

Mumbai: April 27, 2019

10 CAPRI GLQQAL HOUSING FINANCE UMITED BALANCE SHEET AS AT MARCH 31. 2011!

.ASSETS (1) Financial assets (a) Cash and cash 3 3,533,675 6.685.022 (b) Bank Balances other than (a) above 4 77,996,078 97.004.783 (c) Trade 5 42,876,480 4,594,526 11l38.587 (d) Loans 6 7,764,793,851 2,379,693,094 64.091.711 (e) 7 - 266.875.517 (f) Other financial assets 8 6,652,361 5,418,069 .395.ii00 Total Financial Assets ...... " --;;, ADft

(2) I assets (a) Current Tax Assets (Net) 9 6,665,447 1.165.687 6.187.346 (b) Deferred tax assets (Net) 10 42.064.553 41,161,029 15.036.612 (c) :properties _11 10,973,681 10,973.681 to:973.681 (d) Property, plant and equipment 22,670,597 , .. >71 ~7Q 1,291,446 12 (e) Other intangible assets 1,925,013 1,675,525 429]89 (f) Intaaible Assets under 588,600 (g) Other 1 I assets 13 5.533.764 11.446.547 863.314 .Total an 4">1 '"'" on""' ftA"> -;;;=

ITotal Assets ...... --;;, ...... o:n-. ao:n ,,,.

IEQUITY AND

ILIABIUTIES

(1) IFinancial Liabilities (a) Payables Trade Payables 14 (i) total "Jtstanding dues of micro enterprises and small - enterprises

(ii) total -u~~· N" ..J dues of creditors other than micro enterprises 41,310,567 28,884,340 1,792,275 and small enterprises (b) Borrowings (Other than Debt Securities) 15 6,763_.742,756 1 (c) Other finandal liabilities 16 286.959.771 447.151.499 31.997.579 ITotal Financial Liabilities 7 .no, n1 ... naA

(2) 1 Liabilities

(a) Current Tax uabllities (Net) 17 5.472.849 - - (b) Provisions 18 9.256.366 4.836.705 1.219.078 (c) Other · I liabilities 19 39,988,043 8.41 .384 542.308 Total. I Liabilities "" ..... "'"" 1"> ">AD ftltD 1 ......

Total liabilities .. ,..,. ....n .. "., 1 " .. " ...... ">o; C:C:I ">Aft

(3) EQUITY (a) Equity 20 (b) Other equitv 21 1 '""""g <:><: O~Q 10 ~ ITotal equity 2,07: ft1R 1 12

ITotal equity and liabilities ...... ">7ft ...... o:n-. ""'n .,,.

The accompanying notes are an integral part of the Finandal Statements.

In terms of our reDOrt attached For and on behalf of the Board of Directors For Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No.117366W/W-100018)

(Rajesh Sharma) Managing Director Independent Director Independent Director DIN 00020037 DIN00107j DIN 02291892 1 G. K. Subrarnaniam Partner (Membership No. 109839) ,li Company Secretary

Place: Date: CAPRI GLOBAL HOUSING FINANCE UMITED STATEMENT OF PROFIT AND LQSS FOR THE YEAR ENDED MARCH 31, 2019

The accompanying notes are an integral part of the Financial Statements.

In terms of our report attached For and on behalf of the Board of Directors For Deloitte Haskins a. Sells LLP Chartered Accountants (Firm Registration No.117366W/W-100018)

(Rajesh Sharma) ~~t Managing Director Independent Director DIN 00020037 DIN 00107097

G. K. Subramaniam ~9 Partner (Membership No. 109839) (~a) Independent Director Company Secretary DIN 00295213

Place: Place: M~..VN~..!:>~ Date: Date: :tr/ o it (J.. o I c~ CAPRI GLOBAL HOUSING FINANCE LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2019 (Amount in Rs.1 Year ended March 31, Year ended March 31, Particulars 2019 2018 Operating activities Profit before tax from continuing operations 92,708,198 (70,324,870) Profit before tax 92,708,198 {70,324,870) Adjustments to reconcile profit before tax to net cash flows: Depreciation & amortisation 17,637,511 5,224,828 Impairment on financial instruments 24,588,468 4,251,238 Net loss on financial asset designated at FVOCI - 6,297,204 Share Based Payments to employees (2,777,783 2,553,881 Provision for Bonus 20,000,003 9,000,000 Provision for Gratuity 681,854 355,500 Provision for Leave Encashment 1,598,215 2,327,209

Operating Loss before workina capital changes 154436.466 {40 315 010)

Working capital changes Loans (5,409,689,225) (2,319,852,622 Trade receivables (33,603,462) Jl5,606,302 Trade payables 44,002,887 (3,555,939 Other financial liability (160,191,729 450,115,062 Provisions (18,223,394 (7,989,421)

Cash used in Operations before tax l5A23 268 4571 (1937,204 231) Taxes Paid (23,713,700 {20,509,215 Net cash used in operating activities (5,446,982,158} (1,957,713,446)

Investing activities Purchase of fixed and intangible assets (17,718,622 {29,451,096 Proceeds from sale of property and equipment 844,004 - Maturity of Fixed Deposits 19,008,705 137,087,706 Proceeds from sale of investment at amortised cost - 260,578,313 Net cash flows from investing activities 2,134,086.45 368,214,923

Financing activities Increase in Share Capital 238,095,200 119,047,600 Increase in Securities Premium 761,904,639 380,952,321 Borrowings other than debt securities issued 5,677,395,502 1,086,347,254 Net cash flows from financing activities 6,677,395,341 1,586,347,175

Net increase/ (decrease) in cash and cash equivalents 1,232,547,270 (3,151,348) Cash and cash equivalents at beginning of the year 3,533,675 6,685,022 cash and cash equivalents at end of the year 1,236,080,945 3,533,674

Components of cash and cash equivalents Cash on hand 730,794 81,072 Balances with banks In current accounts 565,350,151 3,452,603 In Deposit accounts with original maturity of 3 months or less 670,000,000 - Total cash and cash equivalents 1,236,080,945 3,533,675

1. Operational cash flows from Interest and dividends Interest paid 372,359,058 16,487,808 Interest received 629,298,412 96,421,478 Dividend received . .- . - 2. Cash flows ansmg. . on account of taxes on mcome are not specifically b1furcated with respect to Investing & financmg activities . 3. Previous Years figures have been regrouped, wherever necessary to confirm to current year's classification. 4. Figures in brackets represent outflows.

In terms of our report attached For and on behalf of the Board of Directors For Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No.117366W/W-100018) ~\r (Rajesh Sharma) (Bhagyam Ramani) Managing Director Independent Director DIN 00020037 DIN 00107097

G. K. Subramaniam ~9 Partner (Membership No. 109839)

~•D)Independent Director Company~-~ Secretary DIN 00295213

Place: Place: ("\ u----1, c.-. Date: Date: ,;2_ '7/ o.tr-jGtbl1 CAPRI GLOBAL HOUSING FINANCE UMITED STATEMENT OF CHANGES IN EQUID

A. EQUID SHARE CAIDAL (Amount in Rs.\ Balance at the beginning of the reporting Changes In equity Balance at the end year share capital of the reporting during the year year

369 047 600 238095 200 607142 800

B. OTHER EQUITY (Amount in Rs.\ Other Total Reserves and Surplus Comprehensive Income Statutory Reserve Employee Benefit Securities Employee Share under Section 29C of Retained Earnings Expenses (Gratuity Premium Option Outstanding the National Housing - OCI) Bank Act, 1987 Balance as at APril 1 2017 - 315 184 972 223 902 7 000 000 - 322,408874 Changes in accounting policy/prior period errors - Restated balance at the beginning of the reporting year - 315184972 223 902 7000 000 - 322,408 874 Received during the year 380 952 321 (69,710,276} 2 553 881 21100 000 54 612 334950 538 Utilised during the year (21,100,000} (21100000) Balance as at March 31, 2018 380 952,_321 224,374,696 2,777 783 28,100,000 54612 636 259,412

Other Total Reserves and Surplus Comprehensive Income Statutory Reserve Employee Benefit Securities Employee Share under Section 29C of Retained Earnings Expenses (Gratuity Premium Option Outstanding the National Housing -00) Bank Act, 1987 Balance as at April 1 2018 380 952 321 224 374 696 2 777 783 28 100 000 54 612 636 259,412 Changes in accounting policy/prior period errors Restated balance at the beginning of the reporting year 380952 321 224 374 696 2,777 783 28100000 54612 636 259,412 Received during the year 761904 640 69 823 951 14 000 000 (262 001 845A!_6 590 Utilised during the year - (14,000,000} (2,777,783} - - (16777 783) Balance as at March 31, 2019 1142856 961 280198 647 0 42,100000 (207,389} 1,464 948 218

In terms of our rePOrt attached For and on behalf of the Board of Directors For Deloitte Haskins Ill Sells LLP Chartered Accountants (Firm Registration No.117366W/W-100018}

(Rajesh Sharma) Managing Director ~~Independent Director ~I j . c/'" DIN 0002 r~7~· DIN:Y:J

G. K. Subramaniam Partner (Membership No. 109839} (Ka~ Company Secretary

Place: Place: lit\~_;_ Date: Date: :2.._ r/ Olt/.t v {"'\ Capri Global Housing Finance Limited Notes forming part of Financial Statements

1. Corporate Information Capri Global Housing Finance Limited (the Company) having principle place of business at Registered office, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 is engaged in the business of providing loans primarily to customers for purchase I construction I repair and renovation of residential property. The Company holds registration certificate No. 07.0139.16 with National Housing Bank under section 29A of the National Housing Bank Act, 1987 dated 18th July 2016

The financial statements for the year ended March 31, 2019 were authorised for issue in accordance with a resolution of the board of directors on April 27, 2019

2. Significant accounting policies

2.1 Basis of preparation The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (lnd AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). The financial statements have been prepared under the historical cost convention, as modified by the application of fair value measurements required or allowed by relevant Accounting Standards. Accounting policies have been consistently applied to all periods presented, unless otherwise stated.

The preparation of financial statements requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosed amount of contingent liabilities. Areas involving a higher degree of judgement or complexity, or areas where assumptions are significant to the Company are discussed in Note 6- Significant accounting judgements, estimates and assumptions.

The financial statements are presented in Indian Rupees (INR) and all values are rounded to the nearest Rupee, except when otherwise indicated.

2.2. Presentation of financial statement The financial statements of the Company are presented as per Schedule Ill (Division Ill) of the Companies Act, 2013, as notified by the Ministry of Corporate Affairs (MCA). Financial assets and financial liabilities are generally reported on a gross basis except when, there is an unconditional legally enforceable right to offset the recognised amounts without being contingent on a future event and the parties intend to settle on a net basis in the following circumstances: i. The normal course of business ii. The event of default iii. The event of insolvency or bankruptcy of the Company and/or its counterparties

2.3. Statement of compliance The financial statements have been prepared in accordance with the Indian Accounting Standards (lnd AS) on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period as explained in the accounting policies below and the relevant provisions of the Act.

Effective April 1, 2018, the Company has adopted all the lnd AS and the adoption was carried out in accordance with lnd AS 101, First-time Adoption of Indian Accounting Standards, with Aprill, 2017 as

1 Capri Global Housing Finance Limited Notes forming part of Financial Statements

the transition date. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the previous GAAP.

Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

2.4 Financial instruments

(i) Classification of financial instruments The Company classifies its financial assets into the following measurement categories: 1. Financial assets to be measured at amortised cost 2. Financial assets to be measured at fair value through other comprehensive income 3. Financial assets to be measured at fair value through profit or loss account The classification depends on the contractual terms of the financial assets' cash flows and the Company's business model for managing financial assets which are explained below: Business model assessment The Company determines its business model at the level that best reflects how it manages groups of financial assets to achieve its business objective. The Company's business model is not assessed on an instrument-by-instrument basis, but at a higher level of aggregated portfolios and is based on observable factors such as: .... How the performance of the business model and the financial assets held within that business model are evaluated and reported to the entity's key management personnel .... The risks that affect the performance of the business model (and the financial assets held within that business model) and the way those risks are managed .... How managers of the business are compensated (for example, whether the compensation is based on the fair value of the assets managed or on the contractual cash flows collected) .... The expected frequency, value and timing of sales are also important aspects of the Company's assessment. The business model assessment is based on reasonably expected scenarios without taking 'worst case' or 'stress case' scenarios into account. If cash flows after initial recognition are realised in a way that is different from the Company's original expectations, the Company does not change the classification of the remaining financial assets held in that business model but incorporates such information when assessing newly originated or newly purchased financial assets going forward.

The Solely Payments of Principal and Interest (SPPI) test As a second step of its classification process the Company assesses the contractual terms of financial assets to identify whether they meet the SPPI test. 'Principal' for the purpose of this test is defined as the fair value of the financial asset at initial recognition and may change over the life of the financial asset (for example, if there are repayments of principal or amortisation of the premium/discount). In making this assessment, the Company considers whether the contractual cash flows are consistent with a basic lending arrangement i.e. interest includes only consideration for the time value of money, credit risk, other basic lending risks and a profit margin that is consistent with a basic lending arrangement. Where the contractual terms introduce exposure to risk or volatility that are inconsistent

2 Capri Global Housing Finance Limited Notes forming part of Financial Statements with a basic lending arrangement, the related financial asset is classified and measured at fair value through profit or loss

The Company classifies its financial liabilities at amortised costs unless it has designated liabilities at fair value through the profit and loss account or is required to measure liabilities at fair value through profit or loss such as derivative liabilities. (ii) Financial assets measured at amortised cost

Debt instruments These financial assets comprise bank balances, receivables, investments and other financial assets. Debt instruments are measured at amortised cost where they have: a) contractual terms that give rise to cash flows on specified dates, that represent solely payments of principal and interest on the principal amount outstanding; and b) are held within a business model whose objective is achieved by holding to collect contractual cash flows.

These debt instruments are initially recognised at fair value plus directly attributable transaction costs and subsequently measured at amortised cost.

(iii) Financial assets measured at fair value through other comprehensive income (FVTOCI)

Debt instruments Investments in debt instruments are measured at fair value through other comprehensive income where they have: a) contractual terms that give rise to cash flows on specified dates, that represent solely payments of principal and interest on the principal amount outstanding; and b) are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets.

These debt instruments are initially recognised at fair value plus directly attributable transaction costs and subsequently measured at fair value. Gains and losses arising from changes in fair value are included in other comprehensive income within a separate component of equity. Impairment losses or reversals, interest revenue and foreign exchange gains and losses are recognised in Profit and Loss. Upon disposal, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to the statement of profit and loss.

Equity instruments Investment in equity instruments that are neither held for trading nor contingent consideration recognised by the Company in a business combination to which lnd AS 103 'Business Combination' applies, are measured at fair value through other comprehensive income, where an irrevocable election has been made by management and when such instruments meet the definition of definition of Equity under lnd AS 32 Financial Instruments: Presentation. Such classification is determined on an instrument-by-instrument basis. As at reporting date, there are no equity instruments measured at FVTOCI.

3 Capri Global Housing Finance Limited Notes forming part of Financial Statements

Amounts presented in other comprehensive income are not subsequently transferred to profit or loss. Dividends on such investments are recognised in Profit or Loss.

(iv) Items at fair value through profit or loss (FVTPL)

Items at fair value through profit or loss comprise: • Investments (including equity shares) held for trading; • Items specifically designated as FVTPL on initial recognition; and • debt instruments with contractual terms that do not represent solely payments of principal and interest.

Financial instruments held at FVTPL are initially recognised at fair value, with transaction costs recognised in the statement of profit and loss as incurred. Subsequently, they are measured at fair value and any gains or losses are recognised in the statement of profit and loss as they arise.

Financial instruments held for trading A financial instrument is classified as held for trading if it is acquired or incurred principally for selling or repurchasing in the near term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking, or it is a derivative not in a qualifying hedge relationship. Trading derivatives and trading securities are classified as held for trading and recognised at fair value. No Trading derivatives were undertaken until the year ended March 31, 2019 Financial instruments designated as measured at FVTPL Upon initial recognition, financial instruments may be designated FVTPL. A financial asset may only be designated at FVTPL if doing so eliminates or significantly reduces measurement or recognition inconsistencies (i.e. eliminates an accounting mismatch) that would otherwise arise from measuring financial assets or liabilities on a different basis.

A financial liability may be designated at FVTPL if it eliminates or significantly reduces an accounting mismatch or: • if a host contract contains one or more embedded derivatives; or • if financial assets and liabilities are both managed, and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Where a financial liability is designated at FVTPL, the movement in fair value attributable to changes in the Company's own credit quality is calculated by determining the changes in credit spreads above observable market interest rates and is presented separately in other comprehensive income. As at the reporting date, the Company has not designated any financial instruments as measured at fair value through profit or loss.

(v) Debt securities and other borrowed funds After initial measurement, debt issued, and other borrowed funds are subsequently measured at amortised cost. Amortised cost is calculated by taking into account any discount or premium on issue funds, and costs that are an integral part of the EIR.

4 Capri Global Housing Finance Limited Notes forming part of Financial Statements

(vi) Reclassification

If the business model under which the Company holds financial assets changes, the financial assets affected are reclassified. The classification and measurement requirements related to the new category apply prospectively from the first day of the first reporting period following the change in business model that result in reclassifying the Company's financial assets. Changes in contractual cash flows are considered under the accounting policy on Modification and derecognition of financial assets described below.

(vii) Recognition and De recognition of financial assets and liabilities

Recognition: a) Loans and Advances are initially recognised when the Financial Instruments are transferred to the customers. b) Investments are initially recognised on the settlement date. c) Debt securities, deposits and borrowings are initially recognised when funds reach the Company. d) Other Financial assets and liabilities are initially recognised on the trade date, i.e., the date that the Company becomes a party to the contractual provisions of the instrument. This includes regular way trades: purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place.

Derecoqnition of financial assets due to substantial modification of terms and conditions: The Company derecognises a financial asset, such as a Joan to a customer, when the terms and conditions have been renegotiated to the extent that, substantially, it becomes a new loan, with the difference recognised as a derecognition gain or loss, to the extent that an impairment Joss has not already been recorded. The newly recognised loans are classified as Stage 1 for ECL measurement purposes, unless the new loan is deemed to be Purchased or Originated as Credit Impaired (POCI). If the modification does not result in cash flows that are substantially different, the modification does not result in derecognition. Based on the change in cash flows discounted at the original EIR, the Company records a modification gain or loss, to the extent that an impairment loss has not already been recorded.

Derecoqnition of financial assets other than due to substantial modification a) Financial assets: A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when the rights to receive cash flows from the financial asset have expired. The Company also derecognises the financial asset if it has both transferred the financial asset and the transfer qualifies for derecognition. The Company has transferred the financial asset if, the Company has transferred its contractual rights to receive cash flows from the financial asset A transfer only qualifies for derecognition if either: i. The Company has transferred substantially all the risks and rewards of the asset, or ii. The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

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The Company considers control to be transferred if and only if, the transferee has the practical ability to sell the asset in its entirety to an unrelated third party and is able to exercise that ability unilaterally and without imposing additional restrictions on the transfer.

When the Company has neither transferred nor retained substantially all the risks and rewards and has retained control of the asset, the asset continues to be recognised only to the extent of the Company's continuing involvement, in which case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. b) Financialliabilities A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference between the carrying value of the original financial liability and the consideration paid is recognised in Profit or Loss.

(viii) Impairment of financial assets Overview of the ECL principles The Company records allowance for expected credit losses for all loans, other debt financial assets not held at FVTPL, together with financial guarantee contracts, in this section all referred to as 'financial instruments. Equity instruments are not subject to impairment under lnd AS 109. The ECL allowance is based on the credit losses expected to arise over the life of the asset (the lifetime expected credit loss), unless there has been no significant increase in credit risk since origination, in which case, the allowance is based on the 12 months' expected credit loss. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is the portion of Lifetime ECL that represent the ECLs that result from default events on a financial instrument that are possible within the 12 months after the reporting date. Both Lifetime ECLs and 12-month ECLs are calculated on either an individual basis or a collective basis. The Company has established a policy to perform an assessment, at the end of each reporting period, of whether a financial instrument's credit risk has increased significantly since initial recognition, by considering the change in the risk of default occurring over the remaining life of the financial instrument. The Company does the assessment of significant increase in credit risk at a borrower level. If a borrower has various facilities having different past due status, then the highest days past due (DPD) is considered to be applicable for all the facilities of that borrower. Based on the above, the Company categorises its loans into Stage 1, Stage 2 and Stage 3 as described below:

Stage 1 All exposures where there has not been a significant increase in credit risk since initial recognition or that has low credit risk at the reporting date and that are not credit impaired upon origination are classified under this stage. The Company classifies all standard advances and advances up to 0-29 days default under this category. Stage 1 loans also include facilities where the credit risk has improved, and the loan has been reclassified from Stage 2.

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Stage 2 All exposures where there has been a significant increase in credit risk since initial recognition but are not credit impaired are classified under this stage. Financial assets past due for 30-89 days are classified under this stage. Stage 2 loans also include facilities where the credit risk has improved, and the loan has been reclassified from Stage 3.

Stage 3 All exposures assessed as credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of that asset have occurred are classified in this stage. For exposures that have become credit impaired, a lifetime ECL is recognised and interest revenue is calculated by applying the effective interest rate to the amortised cost (net of provision) rather than the gross carrying amount. 90 days Past Due is considered as default for classifying a financial instrument as credit impaired. If an event (for eg. any natural calamity) warrants a provision higher than as mandated under ECL methodology, the Company may classify the financial asset in Stage 3 accordingly.

Credit-impaired financial assets: At each reporting date, the company assesses whether financial assets carried at amortised cost and debt financial assets carried at FVTOCI are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data: a) Significant financial difficulty of the borrower or issuer; b) A breach of contract such as a default or past due event; c) The restructuring of a loan or advance by the company on terms that the company would not consider otherwise; d) It is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or e) The disappearance of an active market for a security because of financial difficulties.

ECL on Debt instruments measured at fair value through OCI The ECLs for debt instruments measured at FVTOCI do not reduce the carrying amount of these financial assets in the balance sheet, which remains at fair value. Instead, an amount equal to the allowance that would arise if the assets were measured at amortised cost is recognised in OCI as an accumulated impairment amount, with a corresponding charge to profit or loss. The accumulated loss recognised in OCI is recycled to the statement of Profit and Loss upon derecognition of the assets.

The mechanics of ECL: The Company calculates ECLs based on probability-weighted scenarios to measure the expected cash shortfalls, discounted at an approximation to the EIR. A cash shortfall is the difference between the cash flows that are due to the Company in accordance with the contract and the cash flows that the Company expects to receive.

The mechanics of the ECL calculations are outlined below and the key elements are, as follows:

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Probability of Default (PD) -The Probability of Default is an estimate of the likelihood of default over a given time horizon. A default may only happen at a certain time over the assessed period, if the facility has not been previously derecognised and is still in the portfolio. 12 Month PD is sourced from CRISIL Default Study Report - 2016 based on the external rating of the borrower. lifetime PD is computed using Basic exponentiation formula based on the average residual maturity of the loan.

Exposure at Default (EAD)- The Exposure at Default is an estimate of the exposure including interest accrued thereon at a future default date and also including the undrawn commitments.

Loss Given Default (LGD)- The Loss Given Default is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, including from the realisation of any collateral. It is usually expressed as a percentage of the EAD.

Forward looking information While estimating the expected credit losses, the Company reviews macro-economic developments occurring in the economy and market it operates in. On a periodic basis, the Company analyses ifthere is any relationship between key economic trends like GOP, unemployment rates, benchmark rates set by the Reserve Bank of India, inflation etc. with the estimate of PD, LGD determined by the Company based on its internal data. While the internal estimates of PD, LGD rates by the Company may not be always reflective of such relationships, temporary overlays, if any, are embedded in the methodology to reflect such macro-economic trends reasonably.

Col/otero/ Vo/uotion

To mitigate its credit risks on financial assets, the Company seeks to use collateral, where possible. The collateral comes in various forms, such as the underlying asset financed, cash, securities, letters of credit/guarantees, etc. However, the fair value of collateral affects the calculation of ECls. To the extent possible, the Company uses active market data for valuing financial assets held as collateral. Other financial assets which do not have readily determinable market values are valued using models.

Collateral repossessed In its normal course of business, the Company does not physically repossess properties or other assets in its retail portfolio, but engages its employees to recover funds, to settle outstanding debt. Any surplus funds are returned to the customers/obligors. As a result of this practice, assets under legal repossession processes are not recorded on the balance sheet.

(ix) Write-offs The Company reduces the gross carrying amount of a financial asset when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. This is generally the case when the Company determines that the borrower does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subjected to write-offs. Any subsequent recoveries against such loans are credited to the Statement of Profit and loss.

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(x) Determination of fair value On initial recognition, all the financial instruments are measured at fair value. For subsequent measurement, the Company measures certain categories of financial instruments (as explained in note. at fair value on each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: i. In the principal market for the asset or liability, or ii. In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques, as summarised below:

Level 1 financial instruments -Those where the inputs used in the valuation are unadjusted quoted prices from active markets for identical assets or liabilities that the Company has access to at the measurement date. The Company considers markets as active only if there are sufficient trading activities with regards to the volume and liquidity of the identical assets or liabilities and when there are binding and exercisable price quotes available on the balance sheet date.

Level 2 financial instruments -Those where the inputs that are used for valuation and are significant, are derived from directly or indirectly observable market data available over the entire period of the instrument's life. Such inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in inactive markets and observable inputs other than quoted prices such as interest rates and yield curves, implied volatilities, and credit spreads. In addition, adjustments may be required for the condition or location of the asset or the extent to which it relates to items that are comparable to the valued instrument. However, if such adjustments are based on unobservable inputs which are significant to the entire measurement, the Company will classify the instruments as Level 3.

Level 3 financial instruments -Those that include one or more unobservable input that is significant to the measurement as whole.

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The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Difference between transaction price and fair value at initial recognition The best evidence of the fair value of a financial instrument at initial recognition is the transaction price (i.e. the fair value of the consideration given or received) unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument (i.e. without modification or repackaging) or based on a valuation technique whose variables include only data from observable markets. When such evidence exists, the Company recognises the difference between the transaction price and the fair value in profit or loss on initial recognition (i.e. on day one).

When the transaction price of the instrument differs from the fair value at origination and the fair value is based on a valuation technique using only inputs observable in market transactions, the Company recognises the difference between the transaction price and fair value in net gain on fair value changes. In those cases where fair value is based on models for which some of the inputs are not observable, the difference between the transaction price and the fair value is not recognised at the initial recognition stage.

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2.5 Revenue from operations

(i) Interest Income Interest income is recognised by applying (EIR) to the gross carrying amount of financial assets other than credit-impaired assets and financial assets classified as measured at FVTPL, taking into account the amount outstanding and the applicable interest rate. Interest income is recognised on non performing assets at net of ECL.

The EIR is computed a. As the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial asset to the gross carrying amount of a financial asset b. By considering all the contractual terms ofthe financial instrument (for example, prepayment, extension, call and similar options) in estimating the cash flows c. Including all fees paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts.

Any subsequent changes in the estimation of the future cash flows is recognised in interest income with the corresponding adjustment to the carrying amount of the assets.

(ii) Dividend Income Dividend income is recognised when the right to receive the payment is established.

(iii) Fees & Commission Income

Fees and commissions are recognised when the Company satisfies the performance obligation, at fair value of the consideration received or receivable based on a five-step model as set out below, unless included in the effective interest calculation:

Step 1: Identify contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met. Step 2: Identify performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer. Step 3: Determine the transaction price: The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Step 4: Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Company allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation. Step 5: Recognise revenue when (or as) the Company satisfies a performance obligation

(iv) Net gain on Fair value changes Any differences between the fair values of financial assets classified as FVTPL held by the Company on the balance sheet date is recognised as an unrealised gain I loss. In cases there is a net gain in the aggregate, the same is recognised in "Net gains on fair value changes" under Revenue from operations

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and if there is a net loss the same is disclosed as "Net loss on fair value changes" under Expenses in the Statement of Profit and Loss. Similarly, any realised gain or loss on sale of financial instruments measured at FVTPL and debt instruments measured at FVOCI is recognised in net gain I loss on fair value changes.

However, Net gain I loss on derecognition of financial instruments classified as amortised cost is presented separately under the respective head in the Statement of Profit and Loss.

(V) Loan Processing Fees Loan processing fees on loans is collected towards processing of loan, this is amortised on EIR basis over the contractual life of the loan.

2.6 Expenses (i) Finance costs Finance costs on borrowings is paid towards availing of loan, is amortised on EIR basis over the contractual life of loan. The EIR in case of a financial liability is computed a. As the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the gross carrying amount of the amortised cost of a financial liability. b. By considering all the contractual terms of the financial instrument in estimating the cash flows c. Including all fees paid between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts.

Any subsequent changes in the estimation of the future cash flows is recognised in interest expense with the corresponding adjustment to the carrying amount of the liability.

Interest expense includes issue costs that are initially recognized as part of the carrying value of the financial liability and amortized over the expected life using the effective interest method. These include fees and commissions payable to advisers and other expenses such as external legal costs, Rating Fee etc, provided these are incremental costs that are directly related to the issue of a financial liability.

(ii) Retirement and other employee benefits

Short term employee benefit All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. These benefits include short term compensated absences such as paid annual leave. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognised as an expense during the period. Benefits such as salaries and wages, etc. and the expected cost of the bonus/ex-gratia are recognised in the period in which the employee renders the related service.

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Post-employment employee benefits a) Defined contribution schemes All the eligible employees of the Company who have opted to receive benefits under the Provident Fund and Employees State Insurance scheme, defined contribution plans in which both the employee and the Company contribute monthly at a stipulated rate. The Company has no liability for future benefits other than its annual contribution and recognises such contributions as an expense in the period in which employee renders the related service. If the contribution payable to the scheme for service received before the Balance Sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the Balance Sheet date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

b) Defined Benefit schemes The Company provides for the gratuity, a defined benefit retirement plan covering all employees. The plan provides for lump sum payments to employees upon death while in employment or on separation from employment after serving for the stipulated years mentioned under 'The Payment of Gratuity Act, 1972'. The present value of the obligation under such defined benefit plan is determined based on actuarial valuation, carried out by an independent actuary at each Balance Sheet date, using the Projected Unit Credit Method, which recognizes each period of service as giving rise to an additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plan are based on the market yields on Government Securities as at the Balance Sheet date.

Net interest recognized in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the discount rate is recognized as part of re-measurement of net defined liability or asset through other comprehensive income. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination ofthe discount rate, attrition rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, these liabilities are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The Company fully contributes all ascertained liabilities to The Trustees- "Money matters Financial Services Limited Employees Group Gratuity Assurance Scheme". Trustees administer contributions made to the trust and contributions are invested in a scheme of insurance with the IRDA approved Insurance Companies.

Re-measurement, comprising of actuarial gains and losses and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit and loss in subsequent periods.

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Other long-term employee benefits Company's liabilities towards compensated absences to employees are accrued on the basis of valuations, as at the Balance Sheet date, carried out by an independent actuary using Projected Unit Credit Method. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Statement of Profit and loss. The Company presents the Provision for compensated absences under provisions in the Balance Sheet.

(iii) Rent Expense: Identification of Lease: The determination of whether an arrangement is a lease, or contains a lease, is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets or whether the arrangement conveys a right to use the asset.

For arrangements entered into prior to 1 April 2017, the Company has determined whether the arrangement contain lease on the basis of facts and circumstances existing on the date of transition.

Recognition of lease payments: Rent Expenses representing operating lease payments are recognised as an expense in the Statement of Profit and loss on a straight-line basis over the lease term, unless the increase is in line with expected general inflation, in which case lease payments are recognised based on contractual terms. leases that do not transfer to the Company substantially all of the risks and benefits incidental to ownership of the leased items are operating leases.

(iv) Other income and expenses All Other income and expense are recognized in the period they occur.

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(v) Impairment of non-financial assets The carrying amount of assets is reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets, net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.

In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

(vi) Taxes

Current Tax Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from, or paid to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively enacted, by the reporting date in the countries where the Company operates and generates taxable income. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax Deferred tax assets and liabilities are recognised for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are only recognised for temporary differences, unused tax losses and unused tax credits if it is probable that future taxable amounts will arise to utilise those temporary differences and losses. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and they relate to income taxes levied by the same tax authority on the same taxable entity.

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Minimum Alternate Tax (MAT) Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company recognizes MAT credit available as an asset only to the extent that it is probable that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as "MAT Credit Entitlement." The Company reviews the MAT Credit Entitlement asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period. Goods and services tax /service tax/value added taxes paid on acquisition of assets or on incurring expenses Expenses and assets are recognised net of the goods and services tax/service tax/value added taxes paid, except: i. When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable ii. When receivables and payables are stated with the amount of tax included The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

2.7 Foreign currency translation (i) Functional and presentational currency The standalone financial statements are presented in Indian Rupees which is also functional currency of the Company and the currency of the primary economic environment in which the Company operates.

(ii) Transactions and balances

Initial recognition: Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.

Conversion: Monetary assets and liabilities denominated in foreign currency, which are outstanding as at the year end, are translated at the year-end at the closing exchange rate and the resultant exchange differences are recognised in the Statement of Profit and Loss.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the spot exchange rates as at the date of recognition.

2.8 Cash and cash equivalents Cash and cash equivalents comprise the net amount of short-term, highly liquid investments that are readily convertible to known amounts of cash (short-term deposits with an original maturity of three months or less) and are subject to an insignificant risk of change in value. They are held for the purposes of meeting short-term cash commitments (rather than for investment or other purposes).

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For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short term deposits, as defined above.

2.9 Property, plant and equipment Property, plant and equipment (PPE) are measured at cost less accumulated depreciation and accumulated impairment, (if any). The total cost of assets comprises its purchase price, freight, duties, taxes and any other incidental expenses directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by the management. Changes in the expected useful life are accounted for by changing the amortisation period or methodology, as appropriate, and treated as changes in accounting estimates. Subsequent expenditure related to an item of tangible asset are added to its gross value only if it increases the future benefits of the existing asset, beyond its previously assessed standards of performance and cost can be measured reliably. Other repairs and maintenance costs are expensed off as and when incurred.

Depreciation Depreciation is calculated using the written down value method to write down the cost of property and equipment to their residual values over their estimated useful lives which is in line with the estimated useful life as specified in Schedule II ofthe Act. The estimated useful lives are as prescribed by Schedule II of the Act. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

Property plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is recognised in other income I expense in the statement of profit and loss in the year the asset is derecognised. The date of disposal of an item of property, plant and equipment is the date the recipient obtains control of that item in accordance with the requirements for determining when a performance obligation is satisfied in lnd AS 115.

2.10 Intangible assets An intangible asset is recognised only when its cost can be measured reliably, and it is probable that the expected future economic benefits that are attributable to it will flow to the Company. Intangible assets acquired separately are measured on initial recognition at cost. The cost of an intangible asset comprises its purchase price and any directly attributable expenditure on making the asset ready for its intended use and net of any trade discounts and rebates. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.

The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful economic life. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life, or the expected pattern of consumption of future economic benefits embodied in the asset, are accounted for by changing the amortisation period or methodology, as appropriate, which are then treated as changes in accounting estimates. The

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amortisation expense on intangible assets with finite lives is presented as a separate line item in the statement of profit and loss. Amortisation on assets acquired/sold during the year is recognised on a pro-rata basis to the Statement of Profit and Loss from I upto the date of acquisition/sale.

Amortisation is calculated using the straight-line method to write down the cost of intangible assets to their residual values over their estimated useful lives. Intangible assets comprising of software are amortised on a straight-line basis over a period of 3 years, unless it has a shorter useful life.

Gains or losses from derecognition of intangible assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognised in the Statement of Profit and Loss when the asset is derecognised.

2.111nvestment Property Properties, held to earn rentals and/or capital appreciation are classified as investment property and measured and reported at cost, including transaction costs. For transition to lnd AS, the company has elected to adopt as deemed cost, the carrying value of investment property as per Indian GAAP less accumulated depreciation and cumulative impairment (if any) as on the transition date of April 1, 2017.

Depreciation is recognised using straight line method so as to write off the cost of the investment property less their residual values over their useful lives specified in Schedule II to the Act, or in case of assets where the useful life was determined by technical evaluation, over the useful life so determined. Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the future benefits embodied in the investment property. The estimated useful life and residual values are also reviewed at each financial year end and the effect of any change in the estimates of useful life/residual value is accounted on prospective basis.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of property is recognised in the Statement of Profit and Loss in the same period.

2.12 Provisions Provisions are recognised when the enterprise has a present obligation (legal or constructive) as a result of past events, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

When the effect of the time value of money is material, the enterprise determines the level of provision by discounting the expected cash flows at a pre-tax rate reflecting the current rates specific to the liability. The expense relating to any provision is presented in the Statement of Profit and Loss net of any reimbursement.

2.13 Contingent Liabilities A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that

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an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

2.14 Earning Per Share The Company reports basic and diluted earnings per share in accordance with lnd AS 33 on Earnings per share. Basic EPS is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividend and attributable taxes) by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date. In computing the dilutive earnings per share, only potential equity shares that are dilutive and that either reduces the earnings per share or increases loss per share are included.

2.15. Significant accounting judgements, estimates and assumptions The preparation of financial statements in conformity with the lnd AS requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosure and the disclosure of contingent liabilities, at the end of the reporting period. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised, and future periods are affected. Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes:

2.16 Impairment of loans portfolio The measurement of impairment losses across all categories of financial assets requires judgement, in particular, the estimation of the amount and timing of future cash flows and collateral values when determining impairment losses and the assessment of a significant increase in credit risk. These estimates are driven by a number of factors, changes in which can result in different levels of allowances.

It has been the Company's policy to regularly review its models in the context of actual loss experience and adjust when necessary.

2.17 Effective Interest Rate (EIR) method The Company's EIR methodology, recognises interest income I expense using a rate of return that represents the best estimate of a constant rate of return over the expected behavioural life of loans given I taken and recognises the effect of potentially different interest rates at various stages and

19 Capri Global Housing Finance Limited Notes forming partof Financial Statements other characteristics of the product life cycle (including prepayments and penalty interest and charges).

This estimation, by nature, requires an element of judgement regarding the expected behaviour and life-cycle of the instruments, as well expected changes to India's base rate and other fee income/expense that are integral parts of the instrument

2.18 First time adoption These financial statements, for the year ended 31 March 2019, are the first financial statements the Company has prepared in accordance with Ind AS. For periods up to and including the year ended 31 March 2018, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP or previous GAAP). Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31 March 2019, together with the comparative period data as at and for the year ended 31 March 2018, as described in the summary of significant accounting policies. In preparing these financial statements, the Company's opening balance sheet was prepared as at 1 April 2017, the Company's date of transition to Ind AS. Since the Company did not have significant transaction as at the transition date, the Company has not availed Exemptions under INDAS 101.

20 The Fixed deposits have been kept as lien with banks against term loan fadlity availed by company.

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days. The Company has assessed that, the impact of impairment of trade receivables is immaterial and hence no impairment loss has been provided.

No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member. Note-6 LOANS

Note 1 - The Company's business model is hold contractual cash flows, beino the oayment of Principal and Interest, till maturity and accordinqly the loans are measured at amortised cost. Note 2 - Term loans are secured against tangible assets kept as collateral of immovable property. Note-7 INVESTMENTS

Note- 8 OTHER FINANCIAL ASSETS Note 11· INVESTMENT PROPERTIES

109 73 681 109 73 681 109 73 681 109 73 681 10973 681

(Amount in Rs.)

Balance at the beginning of the year 1,09, 73,681.00 1,09,73,681.00 Additions during the year Disposals Balance at the end of the year 1,09, 73,681.00 1,09, 73,681.00

*Investment properties are in the nature of freehold land and the fair value of properties is Rs. 1, 72,38,587/- NotJ-12 pROpERTY plANT AND EQUIPMENT

Property, plant and equipment (Amount In Rs.l

other Intangible assets :

Property, plant and equipment

other Intangible assets : Note-13 OTHER NON FINANCIAL ASSETS

Note-14 TRADE PAYABLES TRADE PAYABLES

extent such parties have been identified on the basis of Information available with the Company. The amount of principal and interest outstanding during the year is given below:- •First pari-passu charge by way of hypothecation of the company's loan receivables I book debts with asset cover of 1.10 times.

Terms of repayment. nature of security &. rate of interest in case of Borrowings (Other than Debt Securities)

As at April 1, Name of security Maturity date Terms of repayment As at March 31, 2019 As at March 31, 2018 2017 Repayable in 28 Equal Quarterly Installment starting 50,00,00,000 20,00,00,000 - Union Bank of India - Tenn Loan November 30 2025 from 28 Feb 2019 Repayable In 26 Equal Quarterly Installment starting 50,00,00,000 50,00,00,000 - State Bank Of India - Tenn Loan December 31 2025 from 31 March 2019 Repayable in 20 Equal Quarterly Installment starting 40,00,00,000 5,00,00,000 - YES Bank -Term Loan April25 2023 from 31 March 2018 Repayable in 24 Equal Quarterly Installment starting 75,00,00,000 10,00,00,000 - Bank of Maharashtra - Term Loan December 31 2024 from 15 May 2019 Repayable in 28 Equal Quarterly Installment starting 25,00,00,000 5,00,00,000 - Andhra Bank- Tenn Loan Februarv 27 2026 from 28 Mav 2019 Repayable In 26 Equal Quarterly Installment starting 30,00,00,000 10,00,00,000 - Vljaya Bank -Term Loan February 28 2026 from 31 May 2019 Repayable in 28 Equal Quarterly Installment starting 25,00,00,000 10,00,000 - United Bank - Tenn Loan February 28 2026 from 31 Mav 2019 Repayable In 28 Equal Quarterly Installment starting 50,00,00,000 10,00,00,000 - UCO Bank - Term Loan Februarv 28 2026 from 31 May 2019 Repayable in 28 Equal Quarterly Installment starting 25,00,00,000 - - PunJab Sindh Bank - Term Loan June 14 2026 from sept 2019 Repayable in 20 Equal Quarterly Installment starting 25,00,00,000 - - YES Bank - Term Loan 2 December 31 2023 from Nov 2018 Repayable in 20 Equal Quarterly Installment starting 25,00,00,000 - - YES Bank - Term Loan 3 December 31 2023 from April 2019 Repayable In 20 Equal Quarterly Installment starting 25,00,00,000 - - YES Bank - Term Loan 4 October 19 2023 from Feb 2019 Repayable In 20 Equal Quarterly Installment starting 25,00,00,000 - - YES Bank - Term Loan 5 October 19 2023 from Feb 2019 Repayable in 28 Equal Quarterly Installment starting 75,00,00,000 - - Indian Bank - Term Loan Auaust 15 2026 from Nov 2019 Repayable In 24 Equal Quarterly Installment starting 20,00,00,000 - - Union Bank of India - Term Loan 2 AUC!Ust 30 2025 from Nov 2019 Repayable in 24 Equal Quarterly Installment starting 50,00,00,000 - - Union Bank of India -Term Loan 2 september 30 2025 from Dec 2019 Repayable in 24 Equal Quarterly Installment starting 40,00,00,000 - - Union Bank of India - Tenn Loan 2 November 30 2025 from Feb 2020 Repayable In 24 Equal Quarterly Installment starting 40,00,00,000 - - Union Bank of India -Term Loan 2 December 31 2025 from Mar 2020

The rate of interest on above Term Loan is in the range of 8.80% p.a to 10.55% p.a Note-16 OTHER FINANCIAL UABILITIES

Note-17 CURRENT TAX UABILITIES

Note-18 PROVISIONS

Note-19 OTHER NON-FINANCIAL UABILmES SUBSCRIBED AND FULLY PAID UP Equity Shares of ~ 10 each Year 3,69,04,760 Equity Shares of ~ 10 each)

Reronciliation of number of shares outstanding at the beginning and at the end of the reporting period:

25,00,00,000

Details of shareholders holding more than 5 percent shares in the Company are given below:

Terms/Rights attached to equity shares: 1. The Company has only one class of equity share having a face value of Rs. 10/- per share. Each holder of equity shares Is entitled to one vote per share.

2. During the year the Company has issued 23,809,520 equity shares having face value of Rs. 10/- each at Rs. 42/- per share to its Holding Company. 3. During the year ended 31 March 2019, the amount of dividend recognized as distributions to equity shareholders was Rs.NIL (31 March 2018 Rs.NIL) (31 March 2017 Rs.NIL). 4. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be proportion to the number of equity shares held by the shareholders. Balance as per the last Financial Statements 2,81,00,000 70,00,000 Add: Amount transferred from surplus balance in the Statement of Profit and Loss 1,40,00,000 2,11,00,000 Closing balance 4,21,00,000 2,81,00,000

Balance as per the last financial statements 38,09,52,321 Adl:litieiE!tions) during the year 76,19,04,640 38,09,52,321 1,14,28,56,961 38,09,52,321

27,77,783 2,23,902

22,44,29,308 16,88,11,092

(20,00,000)

14,83,73,880

31,51,84,972

Securities Premium Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

Statutory Reserve pursuant to Section 29C of the National Housing Bank Act. 1987 Every housing finance institution which is a company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its profit every year as disclosed in the profit and loss account and before any dividend is declared. Explanation.-A housing finance institution creating and maintaining any special reserve in terms of clause (viii) of sub-section (1) of section 36 of the Income-tax Act, 1961 (43 of 1961) may take into account any sum transferred by it for the year to such special reserve for the purposes of this sub-section. For the previous comparative periods, company has maintained transfer to statutory reserve on profit calculated under erstwhile GAAP.

Employee stock option outstanding reserves This reserve is used to record the employee stock options which are outstanding. The said reserve will be utilised for issuance of share to the eligible employees. Note-23 FEE INCOME

Note -24 NET GAIN ON FAIR VALUE CHANGES

Note 25 OTHER OPERATING INCOME Note-27 FINANCE COSTS

Note-28 IMPAIRMENT ON FINANCIAL INSTRUMENTS

The table below shows the ECL charaes in terms of IND AS auidelines on financial instruments for the vear recorded in the orofit and loss based on evaluation staae: During the year ended March 31, 2019 the company has cancelled the ESOPs on account of resignation accordinalv the provision for ESOP exoense has been reversed.

Disclosures

1. Payments to auditors (Net of tax) (Amount in Rs.) For the year ended March For the year ended March Particulars 31 2019 31 2018 a) For audit 3 00 000 218 000 b) For taxation matters 100 000 1 09 000 c) For other services - - Total 400000 3 27000

2. Expenditure incurred for CSR (Amount in Rs. For the year ended March For the year ended March Particulars 31 2019 31 2018 Gross Amount Reauired to be soent during the vear 10 71672 - Amount soent during the year on CSR 10 72 000 - Note 32 -OTHER COMPREHENSIVE INCOME Note 33- lndMdual Loans

1.1 Credit quality of assets (Amount In Rs.) As at March 31 2019 As at March 31 2018 AJ>ril1 2017 Particulars Stage 1 Stage 2 5tage3 Total Stage 1 5tage2 Stille 3 Total Stage 1 Stille 2 Stage3 Total Internal rating grade* Perfonning High grade 7 60 10 51656 - 7 60 10 51656 2 3615 76 769 - 2 36 15 76 769 6 so 12 251 - - 6 50 12 251 Standard grade 1196 39068 1196 39 068 5 13 85 725 - 5 13 85 725 - SUb-standard grade - 6 33 80 221 6 33 80 221 2 22 89 666 2 22 89 666 - - - Past due but not lmoaired 4 22 99408 4 22 99 408 95 68 559 95 68 559 - Jndividuallv imoalred 3 78 81 257 3 78 81257 55 95 925 55 95 925 Total 7 72.06 90 724 10 56 79 629 3 78 81257 7 86 4 51610 4129 62.494 318 58 225 55 95 925 2 45 0416 644 6 5012 251 - - 6 5012,251

1.2 An analysis of changes In the gross c,aming amount and the corresoondjng ECL allowances In relation to Jendjng is· as follows;

(Amount In Rs.) As at March 31 2018 Particulars As at March 31 2019 5tage1 5taoe 2 Stage3 Total Stage 1 5ta e2 Stage3 Total Gross carrying amount opening balance 2 41 29 62.494 318 58 225 55 95 925 2 45 0416 644 6 5012.251 - - 6 5012,251 New assets originated or purchased 5 60 42 99 937 3 85 07 942 22 87 548 5 64 so 95 427 2 35 60 76 667 34214 220 32,39,930 2 39 35 30 817 Assets derecognised or reoaid (exdudillQ write offsl -22 71 81109 ·34 03 316 -6 66 102 -23 12 50 527 -8126 424 ·8126 424 Transfers to Stage 1 2 2741922 -2 27 41922 - Transfers to Staae 2 -6 13 88 433 613 88 433 - Transfers to Staae 3 -3 09 33 341 ·57 31866 3 66 65 207 - Amounts written off -9934 -9 934 - Gross carrvlng amount dosing balance 7,72,05,01,470 9,98,77,496 4,38,72,644 7,86,42,51,610 2,41,29,62,494 3,42,14,220 32,39,930 2,45,04,16,644

&econcmatlon of ECL balance Is given below; (Amount In Rs.l Particulars As at March 31 2019 As at March 31, 2018 Stage 1 5taae 2 Staue3 Total Stage 1 5taae 2 5taae3 Total ECL allowance -opening balance 21,66 322 5 25 212 5 94 291 32,85825 61351 - - 61351 New assets originated or ourchased 93 74 306 29 04 855 106 70 983 2 29 so 144 2112 676 5 25 212 5 94 291 32 32179 Assets derecognised or repaid (excluding write offs) -5 01350 -5 01350 -7 705 - - -7705 Transfers to Stage 1 3 50 282 -3 so 282 - - Transfers to Stage 2 -57 337 57 337 - - - Transfers to Stage 3 -27 697 -88 992 116 689 - - - ECL allowance - dosing balance 113 04 526 30,48,130 1,13,81963 2.57 34 619 2166 322 5 25 212 5 94 291 32.85.82S

• Internal Rating Grades are classified on below baSis Classification Grade Stage Basis High grade ODPD Staae 1 Standard_Qrade 1-30 DPD Stam! 1 Sub-standard grade 31-60 DPD Staae 2 Past due but not lmoalred 61-89 DPD ~90 DPD Staae 3 ~ ..... , c/.\\ ' . '\<.0\ ~( t"-'11"\ \(1\\ 1---( CHARTERED,':=-= S ,\CCOUNTANTZV:l 0)~ /,..,_"'- ~~~ Note 34-Income Taxes relating to continuing operations

1. Income Tax recognised in profit or loss (Amount in Rs. l For the year ended For the year ended Particulars March 31 2019 March 31 2018 Current Tax In respect of the current~ 4 58 93 217 2 58 52 627 In respect of prior years - 162 06 912 Others (MAT Credit Entitlement) - -2 58 52 627 45893 217 162.06 912 Deferred Tax In resoect of the current vear -2 30 08 969 -168 21 504 On other corTlj)_rehensive income 100 982 -21049 -2,29 07 987 -1 68 42.553

Total Income tax expense recognised in the currenty_ear relating to continuing_()J)eratlons 2 29 85 230 -6 35 641

2. Reconciliation of Income Tax Expense for the year : (Amount in Rs. l For the year ended For the year ended Particulars March 31 2019 March 31 2018 Standalone Profit before tax 9 27 08196 -7 03 24 870 - Adjustments of allowable and non-allowable Income and expenses: Tax Effect of non-deductible exoenses 12 20 09 323 19 54 55 387 Tax Effect of income exempt from tax - -13 46 77 772 Tax Effect of Income considered separatev -5 96 98 066 -4 42 568 Tax Effect of capital Gain on sale of shares mutual funds interest etc 2 16 67 424 -250 Tax Effect of Deduction under Chapter VI A -5 36 000 - Earlier loss set off -1 85 50 543 - Taxable Profits I (loss) 15 76 00 335 -99 90 072 Income Tax Expenses 4 58 93 217 - 'of MAT oavable on the book orofits as oer sedlon 11518 9 27 08 196 -7 03 24 870 Less : IND AS AdJustments -3 62 983 18 49 27 804 Add : Items not deductible 24718402 65 34 309 Total Taxable Book Profits 1170 63 615 12 1137 243 MAT Tax Exoesnes 2 52 27 209 2 58 52 626 Less : Mat Credit Entitlement credited in Profit and Loss Account - -2 58 52 626 I_n_come tal( expense_rt!COgnised in statement of profit and loss 4 58 93 217 -

Note: Income Tax Expenses is NIL for the year ended March 31, 2018 as there is no taxable income.

3. Recondliation of Income tax rate is as follows: (In%)

For the year ended For the year ended Particulars i March 31 2019 March 31 2018 Normal Tax Rate 25.00 25.00 Surcharqe (@ 12% of Normal Tax Rate) 3.00 1.75 Education cess Oncludino secondary and hiQher education cess) Applicable forAY 2018-19 - 0.80 Health and Education Cess ADDiicable forAY 2019-20 1.12 - Total Tax Rate 29.12 27.55

/ Tax Rate payable u/s USJB of the Income Tax Act. 1961 18.50 18.50 ' Surcharqe (@ 12% of Normal Tax Rate) 2.22 2.22 Education cess Oncludino secondary and hiQher education cess) Applicable forAY 2018-19 - 0.62 ~ Health and Education Cess APPlicable forAY 2019-20 0.83 - . Total Tax Rate payable under sedlon USJB of the Income Tax Act, 1961 21.55 21.34 Note: For the year ended March 31, 2018 the Company had no taliable income. However the Company paid MAT@ 21.34% on book profit. ~ Note 35- Deferred Tax

The following table shows deferred tax recorded in the balance sheet and changes recorded in the Income tax expense: (Amount in Rs.) DeferrecrTax Particulars Deferred Tax Assets Liabilities Income Statement OCI March 31, 2019 March 31, 2019 2018-19 2018-19 Provisions 12,07,260 - 7,81,640 - Depreciation 27,07,099 - 27,20,871 - Financial Instruments at FVTPL - - -14,736 - Impairment allowance for financial assets 38,48,541 - 26,05,741 - Unamortised Borrowing Cost - 1,04,91,644 -69,62,240 - Unamortised Fees and Commission 4,10,35,617 - 2,67,55,256 - Other Temporary Differences 31,546 - 31,546 - Other Comprehensive Income 1,00,982 - - 1,00,982 carry Forward Losses - - -29,09,109 - MAT Credit Entitlement 36,25,150 - - - Total 5,25,56,196 1,04,91,644 2,30,08,970 1,00,982

(Amount in Rs.) Deferred Tax Deferred Tax Particulars Assets Liabilities Income Statement OCI March 31, 2018 March 31,2018 2017-18 2017-18 Provisions 4,25,620 - 3,48,325 - Depreciation - 13,772 -54,542 - Impairment allowance for financial assets 12,42,800 - 13,00,060 - carry Forward Losses 29,09,109 - -1,17,50,291 - Financial Instruments at FVTPL 14,736 21,049 37,443 21,049 Unamortised borrowing Cost - 35,29,404 -35,29,404 - Unamortised Fees and Commission 1,42,80,361 - 1,39,62,296 - MAT Credit Entitlement 2,58,52,627 - - - Prior Period Adjustments - - 1,65,07,616 - Total 4,47,25,253 35,64,225 1,68,21,504 21,049

(Amount in Rs.' Deferred Tax Deferred!ax Particulars Assets Liabilities April1, 2017 April 1, 2017 Provisions 77,295 - Depreciation 40,770 - Impairment allowance for financial assets - 57,260 carry Forward Losses 1,46,59,400 - Financial Instruments at FVTPL - 1,657 Unamortised Fees and Commission 3,18,065 - Total 1 50 95 529 58 917

Deffered Tax Assets 1 Liabilities are calculated by applying applicable effective tax rate of 29.12% Note 36· Maturity analysis of assets and liabilities

The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled. They have been classified to mature and/or be repaid within 12 roonths or after 12 roonths. With regard to loans and advances to customers, the Company uses the same basis of expected repayment as used for estimating the EIR. (Amount in R<.l PARTICULARS As at March 31 2019 As at March 31 2018 ADril1 2017 Within 12 ASSETS Within 12 months After 12 months Total Within 12 months After 12 months After 12 months Total Total months cash and cash equivalents 35,33,675 123 60 80 945 1 23 60 80 945 - 35 33 675 66 85 022 66 85 022 Bank Balance other than (a) above 7 79 96 078 7 7996 078 9 70 04 783 - 9 70 04 783 23 40 92 489 23 40 92 489 Trade Receivables 4 28 76 480 4 28 76480 45 94 526 45 94 526 10 38 587 - 10 38 587 Loans 2007 50 983 7 56 40 42 868 7 7647 93 851 6 35 36 609 2 316156485 2 37 96 93 094 17 23 446 6 23 68 265 6 40 91 711 investments - - 26 68 75 517 26 68 75 517 Other financial asset 2 11 090 64 41271 66 52 361 5OS 657 49 12 412 54 18 069 - 3 95 000 3 95 000 Total Assets 1,55 79,15,576 7,57,04,84,139 9,12,83,99,715 16,91,75,250 2,32,10 68,897 2,49,02,44,147 51,04,15,061 6,27,63,265 57,31,78,326 UABIUTIES Financial Liabilities 12517 28433 5 84 02.84 661 709 2013094 62.0142.982 94 22.40111 156 23 83 093 3 37.89 854 - 3 37.89 854 Trade Payables (i) total outstanding dues of creditors other lth..n mlcm pnlf'rrlrl..,. >n~ •-" antonvi- 413 10 567 4 13 10 567 2 88 84 340 - 2 88 84 340 17 92 275 17 92 275 Borrowings (Other than debt securities) 92 34 58 095 5 8402 84661 6 76 37 42 756 14 41 07 143 94 22 40 111 108 6347 254 - Other financial liabilities 2869 59 771 28 69 59 771 44 71 51499 44 7151499 3 19 97 579 3 19 97 579 Total liabilities 12517 28.433 5,84 02.84 661 709 2013094 62,01,42,982 94 22.40,111 1,56 23,83 093 3 37,89,854 - 3 3789 854 Net 30,61,87 144 1 73,01,99,478 2,03 63 86 621 -45 09 67 733 1 37.88.28,786 92,78 61054 4766 25 207 6 27 63 265 53 93.88,472

Capital MIDIMDJCDt The primary objectives of the Company's capital management policy are to ensure that the Company complies with externally Imposed capital requirements and maintains strong credit ratings and healthy capital ratios In order to support Its business and to maximise shareholder value. The Company manages Its capital structure and makes adjustments to It according to changes In economic conditions and the risk characteristics of Its activities. capital Management Policy, objectives and processes are under constant review by the Board. For details of capital to Risk Assets Ratio (CRAR) refer Note no. 52.1 Note 37- Change in liabilities arising from financing activities (Amount in Rs.) Particulars As at April 1, 2018 Cash Flow As at March 31, 2019 Borrowings other than debt securities 1,08,63,47,254 5,67,73,95,502 6,76,37,42,756

Total liabilities from financing activities 1,08,63,47,254 5,67,73,95,502 6,76,37,42,756 _!_Amount in Rs.' Note 38 -Reconciliation of Equity as previously reported under IGAAP to lnd AS

Particulars As at March 31, 2018 As at April 1, 2017

Total Equity as reported under the previous GAAP (A) 1,02,95, 78,456 42,38,11,092

(B) lnd AS Adjustments on account of:

a. Fair Valuation of Investments through Profit and Loss - 14,92,50,243

b. Reversal of IGAAP loan provision 67,80,532 2,60,049 c. Amortisation of processing fees received/paid as per -3,67,67,516 -10,92,256 effective interest rate • d. Amortisation of deferred lease rentals till transition -50,605 - e. ECL on Loans -42,67,857 -63,416 f. Deferred tax asset( net) 1,00,34,003 2,43,161 Total adjustment to Equity (B) -2,42,71,444 14,85,97,782

Total Equity under lnd AS (A+B) 1,00,53,07,012 57,24,08,874 1. Under previous GAAP, loans were carried at cost whereas under IND AS loans are measured based on entity's business model for managing the financial assets and contractual cash flow characteristics of the financial asset. The loans that meet the business model and contractual cash flow tests are measured at amortised cost and interest income is recognised as per effective interest rate method.

2. Under Previous GAAP, borrowings were recorded at cost and transaction costs were charged to Statement of Profit and loss on a systematic basis over the tenure of the borrowing. Under lnd AS, transaction cost incurred towards origination of borrowings is required to be deducted from the carrying amount of borrowings on initial recognition. These cost are recognised in the Statement of Profit and Loss over the tenure of the borrowing as part of interest expense by applying effective interest rate method.

3. Under the previous GAAP, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability were forming part of the profit or loss for the year. Under lnd AS, these remeasurements are recognized in other comprehensive income instead of profit or loss.

4. Under previous GAAP, provision for loans was calculated using incurred loss model. Under lnd AS, the provision on financial assets and commitments, needs to be calculated using the expected credit loss model.

5. Indian GAAP (NHB Guidelines) required creation of deferred tax using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period specially in case of Statutory Reserve under Section 29C of the National Housing Bank Act, 1987. lnd-AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. It also includes impact of deferred tax arising on account of transition to IND AS. Note 40 - Fair value measurements 40.1 Financial instruments by category (Amount in Rs. ParilrAdars ~;wt:Man:UJ0.28$ AsatMardlll, lOll Aprl.l, 2017 I Clllllt .. I'V'm.. I cost Financial assets Investments - - Equity instruments 26,23,68,500 - Mutual funds 45,07,017 Trade receivables 4,28, 76,480 45,94,526 10,38,587 Loans 7,76,47,93,851 2,37,96,93,095 6,40,91,712 Cash and cash equivalents 1,23,60,80,945 35,33,675 66,85,022

Bank Balances other than above 7,79,96,078 9,70,04,783 - 23 '40'92,489 Security deposits 66,52,361 54,18,069 3,95,000 Total financial assets 9,12,83,99,714 2,49,02,44,147 26,68,75,517 30,63,02,809 Financial liabilities Borrowings 6,76,37,42,756 1,08,63,47,254 - Trade payables 4,13,10,567 2,88,84,340 17,92,275 Other financial liability 28,69,59, 771 44,71,51,499 3,19,97,579 Total financial liabilities 7,09,20,13,093 1,56,23,83,093 - 3,37,89,854

40.2 Fair value hierarchy This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

~}lllf!-~_.,.,.... ,.~- .,....· fairY.._ diJlf~-..~---- ~Nnoilnt Total ...' -~ . -; ' <- ,- < - • - • -- \ • • '. ' ' ' • ' - - " • ' . .,"- ...... 1 ~2 a.eVtit 3

Financial assets Cash and cash eouivalents 3 1 23 60 80 945 1 23 60 80 945 12360809<1 Bank Balances other than above 4 7 79 96 078 7 79 96 078 7 79 96 01 Receivables 5 Trade Receivables 4 28 76 480 4 28 76 480 4 28 76 ~ Loans 7,76.47,93,851 - 7 76 47 93 851 7 76 47 93 85 6 Loans to emplo'l.ees 13 93 457 13 93 457 13 93 45 Security deposits 8 66 52 361 66 52 361 66 52 3E Total financial assets 9129793172 13140 77 023 - 7 815716149 912 97 9317l Financial Liabilities Trade Pavable 14 413 10 567 413 10 567 413105E Borrowinas 15 6 76 37 42 756 6 76 37 42 756 6 76 37 42 75 Other financial liabilitv 16 28 69 59 771 28 69 59 771 28 69 59 71 Total financial liabilities 7 09 2013094 - - 7 09 2013 094 709201309

~--lllllillltllliiJ/IIIIkb ..IJIIIMIIedll.t fair Value .,,.fllflli:li_.~ Cariylao.Aftl!IUnt total .. .. te¥el1 Level2 .._.3 ...... • . Financial assets -- Cash and cash eouivalents 3 35 33 675 35 33 675 - 35 33 6/ Bank Balances other than above 4 9 70 04 783 9 70 04 783 - 970047E Receivables 5 - Trade Receivables 45 94 526 - 45 94 526 45 94 52 Loans 2,37.96,93,094 2 37 96 93 094 2 37 96 93 OS 6 Loans to emolovees 3 02 083 3 02 083 3 02 OE Securitv dePOSits 8 5418 069 5418 069 54 18 OE Total financial assets 249 0546 230 10 OS 38 458 - 2 39 00 07 772 249054623 Financial Liabilities Trade_Oilyable 14 2 88 84 340 2 88 84 340 288843~ Borrowinas 15 1 08 63 47 254 - 1 08 63 47 254 108 63 47 25 Other financial liabilities 16 44 71 51499 44,71,51,499 44,71,51,4S Total financial liabilities 156 23 83 093 -- 156 23 83 093 156238309

~a ·.• Financial assets Financial Investments at FVTPL 26 23 68 500 26 23 68 500 26 23 68 5D Listed eauitv investments 7 Mutual funds 45 07 017 45 07 017 45 07 01 Total financial assets 26 68 75 517 26 68 75 517 26 68 75 51 Financial liabilities Total financial liabilities ,._,.lllftlllilll/lllltl$ whldll!llfi-..IIIL Fair Value ----Cfllltforwltldt tillr ,.,_.. Notel ~A.-nt Total ·~ Level1 Level2 Levell .,. aLbdl :L 2017 Financial assets Cash and cash eauivalents 3 66 85 022 66 85 022 66 85 02 Bank Balances other than above 4 23 40 92 489 23 40 92 489 23 40 92 4~ Receivables 5 Trade Receivables 10 38 587 10 38 587 10 38 SE Loans 6,40,91,711 6 40 91 711 6 40 91 71 6 Loans to emolovees - Security depasits 8 3 95 000 3 95 000 3 95 oc Total financial assets 306302809 24 07 77 511 6 55 25 298 30 630280 Financial Liabilities Trade oavable 14 17 92 275 17 92 275 17 92 21 Borrowinas 15 - Other financial liability 16 31997579 3 19 97 579 3 19 97 51 Total financial liabilities 3 3789 854 - - 3 37 89 854 3 37 89 85

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fa value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reparting period. The mutual funds are valued using tt closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter derivatives) is determined using valuation techniques whic maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, continger consideration and indemnification asset included in level 3.

The carrying amounts of trade receivables, trade payables, capital creditors and cash and cash equivalents are considered to be the same as their fair values, due to their short-term nature.

The company gives loan at floating rate with terms inclusing the fixed interest rate for initial period. The fair value of these loans approximates the Carrying amount.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values. 40.3.1. Risk Disclosures Company's risk is managed through an integrated risk management framework, including ongoing identification, measurement and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Company's continuing profitability and each individual within the Company is accountable for the risk exposures relating to his or her responsibilities. The Company is exposed to credit risk, liquidity risk and interest rate risk. It is the Company's policy to ensure that a robust risk awareness is embedded in its organisational risk culture.

40.3.2. Credit risk Credit risk is the risk that the Company will incur a loss because its customers or counterparties fail to discharge their contractual obligations. The Company manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual counterparties.

40.3.2.11mpairement assessment

40.3.2.1.1 Exposure at Default

EAO is taken as the gross exposure under a facility upon default of an obligor.The amortized principal and the interest accrued is considered as EAD for the purpose of ECL computation The advances have been bifurcated into following three stages: Stage 1-Advances with low credit risk and where there is no significant increase in credit risk. Hence, the advances up to 0-29 days are classified as Stage1 Stage 2- Advances with significant increase in credit risk. Hence the advances up to 30 to 89 days are classified as Stage 2 Stage 3- Advances that have defaulted I Credit "impaired advances. Hence the advances with 90 days past due or Restructured Advances are classified as Stage 3

40.3.2.1.2 Significant increase in credit risk The Company continuously monitors all assets subject to ECLs. In order to determine whether an instrument or a portfolio of instruments is subject to 12 months ECL or lifetime ECL, the Company assesses whether there has been a significant increase in credit risk since initial recognition. The Company considers an exposure to have significantly increased in credit risk if contractual payments are more than 30 days past due.

40.3.2.1.3 Definition of default and cure The Company considers a financial instrument defaulted and therefore Stage 3 (credit impaired) for ECL calculations in all cases when the borrower becomes 90 days past due on its contractual payments.

As a part of a qualitative assessment of whether a customer is in default, the Company also considers a variety of instances that may indicate unlikeness to pay. When such events occur, the Company carefully considers whether the event should result in treating the customer as defaulted and therefore assessed as Stage 3 for ECL calculations or whether Stage 2 is appropriate. Such events include: a) Significant financial difficulty of the borrower or issuer; b) A breach of contract such as a default or past due event; c) The restructuring of a loan or advance by the company on terms that the company would not consider otherwise; or d) It is becoming probable that the borrower will enter bankruptcy or other financial reorganisation

It is the Company's policy to consider a financial instrument as 'cured' and therefore re-classified out of Stage 3 when the borrower makes necessary payments & the borrower is not 90 days past due over such payments. The decision whether to classify an asset as Stage 2 or Stage 1 once cured depends on the updated credit grade, at the time of the cure, and whether this indicates there has been a significant increase in credit risk compared to initial recognition.

40.3.2.1.4 PO estimation process The probability of default is an estimate of the likelihood of default over a given time horizon. A default may only happen at a certain time over the assessed period, if the facility has not been previously derecognised and is still in the portfolio. Probability of Default computation> a)The 12 month PO has been sourced from CRISIL Default Study Report based on mapping of the risk weights of the respective borrower with the rating grades. b)The lifetime PO is computed using basic exponentiation technique after considering the residual maturity of the respective loan. c) PD of 100% is considered for Stage 3 assets.

40.3.2.1.5 Loss given default The loss given default is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference between the contractual cash flows due and those that would be expected to receive, including from realisation of any prime/collateral security. LGD is computed based discounted expected recoveries at an account level based on collateral valuation after applying appropriate hair cut and appropriate recovery time. Accordingly, an average LG D is derived at the portfolio level.

40.3.2.2 Analysis of risk concentration- Refer Note 52.12.3

40.3.2.3 Collateral and other credit enhancements /\.,~ The amount and type of collateral required depends on an assessment of the credit risk of the counterparty. Company has Guidelines are in place covering the acceptability and valuation of each type of collateral. The Company also ad hers to the NHB guidelines in respect of maintainence of adequate Loan to Value Ratios. ) The main types of collateral for home loans are mortgages over residential properties.

Management monitors the market value of collateral and requests additional collateral m accordance with the underlying agreement. /

In case of defaults by customers, where the Company is unable to recover the dues, the Company through a legal process enforces the security and recover the dues. 40.3.3. Uquldlty risk and funding management liquidity risk is defined as the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. liquidity risk arises because of the possibility that the Company might be unable to meet its payment obligations when they fall due as a result of mismatches in the timing of the cash flows under both normal and stress circumstances. Such scenarios could occur when funding needed for illiquid asset positions is not available to the Company on acceptable terms. To limit this risk, management has arranged for diversified funding sources and adopted a policy of managing assets with liquidity in mind and monitoring future cash flows and liquidity on a daily basis. Uquidity risk is managed in accordance with our Asset Uability Management Policy. This policy is framed as per the current regulatory guidelines and is approved by the Board of Directors. The Asset Liability Management Policy is reviewed periodically to incorporate changes as required by regulatory stipulation or to realign the policy with changes in the economic landscape. The Asset Liability Committee (ALCO) of the Company formulates and reviews strategies and provides guidance for management of liquidity risk within the framework laid out in the Asset Liability Management Policy. Analysis of financial assets and liabilities by remaining contractual maturities is provided in Note no. 52.6

40.3.4 Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments. The core business of the company is providing housing loans. The company borrows through various financial instruments to finance its core lending activity. These activities expose the company to interest rate risk. Interest rate risk is measured through earnings at risk from an earnings perspective and through duration of equity from an economic value perspective. Further, exposure to fluctuations in interest rates is also measured by way of gap analysis, providing a static view of the maturity and re~pricing characteristic of Balance sheet positions. An interest rate sensitivity gap report is prepared by classifying all rate sensitive assets and rate sensitive liabilities into various time period categories according to contracted/behavioural maturities or anticipated re~pricing date. The difference in the amount of rate sensitive assets and rate sensitive liabilities maturing or being re-priced in any time period category, gives an indication of the extent of exposure to the risk of potential changes in the margins on new or re-priced assets and liabilities. The interest rate risk is monitored through above measures on a quarterly basis.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates (all other variables being considered as constant) of the Company's statement of profit and loss and equity.

Sensitivity of profit Currency of borrowing Sensitivity of equity or loss 2018-19 2018-19

25 Basis point Up (27,46,169) (17,95, 720) 50 Basis ooint Uo Impact on Profit (54,92,337 (35,91,439) Borrowings (INR) Impact on equity 25 Basis point Down before Tax 27,46,169 17,95,719 50 Basis point Down 54,92,337 35,91,439 -----·-

25 Basis point Up 61,25,286 40,05,325 50 Basis point Up Impact on Profit 1,22,50,573 80,10,650 Loans (INR) Impact on equity 25 Basis point Down before Tax (61,25,286) (40,05,325) (80,10,650) 50 Basi£!>c>int Down __ L --- (1,22,5022ll ------·· ---

~ 2o11-18 I 2o11-18 I 2o11-18

25 Basis point Uo 50 Basis point Up Impact on Profit Borrowings (INR) Impact on equity 25 Basis point Down before Tax SO Basis poi!lt Down -- L_ -- - ___:__ - -- .

25 Basis point Up 1,62,531 1,06,279 ;-~- 50 Basis point Up Impact on Profit 3,25,061 2,12,558 Loans (INR) Impact on equity "·/-~(- 25 Basis point Down before Tax (1,62,531) (1,06,279) 50 Basis point Down (3,25,061) (2,12,558) ~/ <~~~D \ '::.:\ :"COUNTANTS:, 0), )" ... ,<:>~Y -,...... ~ Nobl41- Defined Benefit Ph!n

The COmpany has a defined benefit gratuity plan in India (funded). The company's defined benefit gratuity plan ts a final salary plan for It's employees, which requires contrlbutklns to be made to a separately administered fund.

The gratuity plan ts governed by the Payment r:A Gratuity ld. 1972. Under the act. emJ*Jyee who has completed ftve years rA seMc:e S entitled to specifiC benefit. The level rA benefits provkled depends on the member's length rA service artd salary at separatlOn/retlrement. The rund has the form r:A a trust and It Is oovemed by the Board rA Trustees, which consiStS r:A an equal number r:A employer artd emp(oyee representativeS. The Board r:A Trustees IS responsible for the admlntstratlon r:A the plan assets and for the definH:kxl r:A the lnYestment strategy. a.na- In the defined benefit obllgdon .nd r.lr nlue of plan _.. • •t Mwdl Jl,. 2011: ...... _ __,.,....._ Retum on plan Billets _ (exdudlng amounts .-~ ..11111 from manges .tllng from d\llnges .. Contribution. by Porticul... M •t April 1, 2018 Servlcaaoot Net Interest uperwe March Jl, 2011 ...... Included in net In demogl'llphlc lnftnandal ...... Interest experwe) _- Oerlned benefit oblloatlon -23 78 454 -1716919 -1.85 519 13 62 031 --80 705 ---76891 -391915 0 -33 06962 Fair value or Dian assets 10 71378 83567 -13 62031 25118 0 15 00 OOJ 13 18 032

Benefit ll~bUity ___ - L______·13 07 07& ·1711111 -1.01952 D __25L118 -----~ ______·7~ L____ ------=lt?'-~915 L__ 15,00,000 ·19,88tflCI.

C.nges in the defined benefit oblloaUon .nd fair v•lue of plan _.. • •t Mwdl 31,. 2018:

Retum on plan Billets Actuarial d\llnges Actl.lart•ldNinges {exdudlng •mounts •rilllng from changes oriolngfrom-- ContrtbuUons by P•rticul•rs M •t April 1,. 2017 Servlcaaoot Net lnb!nd expense Benet'ltsPIIId March 31, 1018 Included in net In demogl'llphlc lnftnandal edjuatments...... lnb!nd expen~e) ...... - Oeftnedbenefitobi""tlon -990 044 -449 522 -71481 ..g 12 935 111619 -66091 0 -23 78 454 Fair value c1 Dian assets 38468 zn7 30 133 0 0 10 00 000 10 71378

Benefit ll•bUI!Y: __, 51576 ...... 522 -SI704 lg,133 L___ -912.935 111-619 ~011 - 1g,DD,DDD ·13,07Jt'l_l

~P•rtkulan -.-'"""""'Fund

Mat:MIIn::hlll011•

_, .. --· _...... _,. .,,_,,. M et Nerd'~ 31, 2011 Mon:h31,2018 Particulars 'Mthln the next 12 months (next annual reporttng 1,37,100 88,206 Between 2 and 5 years 6,98,964 5,99,159

Between 5 and 10 years 24,20,202 15,43,904 Beyond tO yean 33,03,474 29,11,637 -.- expected poyments &5,51,740 ...... - Note- 42 Em*Jcc Stpds Option Plan

The ccmpany had granted 5,00,000 Employee Stock option(ESOP) under the Employee Stock Option Scheme 2017 (ESOP 2017) to an employee during F.Y 2016-17 spread a.er a period of 5 years. During the FY 2018-19 these E50Ps have been cancelled, provision of Rs. 27,77,783/- which has been provided in the eariier years has been reversed.

The capr1 Global capital Ltd (Holding Company) has granl:l!d 197,500 E50Ps to the employees of the Company. The E50Ps will be vesl:l!d as per below mentionEd schedule. A charge of Rs. 21,31,048/- is recoginise:lln the statement of Profit & Loss during the year ended Mard1 31, 2019 (Year ended Mard131, 2018 Rs. 4,92,465/-). Financial Year in which oDtions will vest ESOP• equivalent to number of equity aharea of face value of b 10/- each 2020-21 13 250 2021-22 54750 2022-23 69 750 2023-24 59 750

Note -43 Se4mcpt Infonnatlon liND-A$ 1081 Operating Segment The Company operates mainly in the business segment of fund base:! financing activity. All other activities revolve around the main business. Further, all activities are canied out within India. As such, there are no separate reportable segments as per the provisions of IND AS 108 on "Operating Segments'.

Note 44- Related llllrtv disclosures

Compensation of key manaaement penonnel of the Company Key management personnel are those individuals who have the authority and responsibility fO< planning and exerdsing power to directly or indirectly control the activities of the Company and its employees. The COmpany indudes the members of the Board of Directors which include independent directors (and its sutr committees) and Executive Committee to be key management personnet for the purposes ot Ind AS 24 Related Party Disclosures.

For the year ended For the year ended Particulars March 31 2019 March 31 2018 benefits 8 90 323 890323

Transactions with key management personnel of the Com1111ny

The following table provldes the total amount of transactions, whiCh have been entered Into with key management personnel for the relevant financial year:

For the year ended For the year ended Parnculars March 31 2019 March 31 2018 Fees 12 22 500 2 70 000 12 22 500 2 70000

As at March 31, 2019 Key management personnel of the Com1111ny: Mr. Kaushik Chatterjee (up to July 30,2018) Director Mr. Rajesh Sharma (w.e.f July 04, 2018) Managing Director Mrs. Bhagyam Ramanl Independent Director Mr. Beni Prasad Rauka Independent Director Mr. T.R. Bajalia Independent Director

As at March 31, 2018

Key management personnel of the Com1111ny: Mr. Rajesh Sharma Director Mr. Kaushik Chatterjee Director Mrs. Bhagyam Ramani independent Director Mr. Beni Prasad Rauka Independent Director Mr. T.R. Bajalla Independent Director

AsatApril1, 2017 Key management personnel of the Com1111ny: Mr. Rajesh Sharma Director Mr. Sunil Kapoor Director Mrs. Bhagyam Ramani Independent Director Mr. Beni Prasad Rauka Independent Director Mr. T.R. Bajalia Independent Director

Transactions with related party of the Com1111ny

Name of related parities and related party relationship: a) Relal:l!d parties where control exists: capr1 Global capital Umited (Holding Company)

For the year ended For the year ended Statement Of Profit • Loss Item: March 31 2019 March 31 2018 Service fees 182 75 360 127 75 480 Sale of scrao 250 Total 182.75360 127 75 730

Balance Sheet Item IOoslno Balance): As at March 31 2019 As at March 31 2018 Amount Pavable 26 23 513 Amount Receivable 12 41 021 Total 26 23 513 12.41021 b) Fellow subsidiary ccmpanies capr1 Global Resources Private Umited capr1 Global Asset Reconstruction Private Umil:l!d capri Global capital (Mauritius) Umil:l!d. Note- 45 Leases

Operating Leases: The company has taken office premises under operating lease. The lease arrangement are normally renewable on expiry of the lease period at the option of the lessor/lessee ranging from 3 to 5 years. Some of the lease agreements are having lock in period of eleven months to forty eight months which are non-cancellable during that period. Aller the expiry of the lock In period, the lease agreement becomes cancellable in nature at the option of the lessor or the lessee by gMng 1·3 months notice to the either party. There are no restrictions Imposed by the lease agreement. There Is no contingent rent in the lease agreement. There Is escalation dause in some lease agreements. The future minimum lease payments in respect of the non cancellable lease are as follows :

(Amount In Rs.)

Particulars As at Mardi 31, 201g As at Mardi 31 2018 a) Payable not later than one year 1,08,58,618 1,31,61,558 b) Payable later than one year and not later than live years 38,22,162 1,05,19,517 c) Payable later than live years .

The lease payments recognized In the Statement of Profit&. Loss in respect of non-cancellable lease for the year are Rs.14,788,266/·/· (31st March 2018: Rs.97,89,067/-}.

The lease payments recognized in the Statement of Profit&. Loss in respect of cancellable lease for the year are Rs.74,27,400/· (31st March 2018: Rs.45,93,792/·}.

Note 46-In accordance with IND AS - 33 Earnings per Share, the computation of earnings per share Is set out below: I Amoont In Rs. l

Particulars For Year Ended Mardi For Year Ended Mardi 31, 31, 20lg 2018

Net Profit alter tax as per Statement of Profit and Loss (A) Rs. 6,98,23,951 (6,97,10,276)

Weighted average number of equity shares for calculating Basic EPS (B) Nos. 3,71,00,455 3,19,47,161

Weighted average number of equity shares for calculating Diluted EPS (C) Nos. 3,71,00,455 3,22,70,513 Basic earnings per equity share (in Rupees) (Face value of Rs. 10/· per (A}/(B) Rs. 1.88 (2.18) share) Diluted earnings per equity share (in Rupees) (Face value of Rs. 10/- per (A}/(C) Rs. 1.88 (2.18) share_l_

For Year Ended Mardi For Year Ended Mardi 31, Particulars 31, 20lg 2018

Weighted average number of equity shares for calculating EPS Nos. 3,71,00,455 3,19,47,161

Add : Equity shares for no consideration arising on grant of stock options under ESOP Nos. . 3,23,352

Weighted average number of equity shares in calculation of diluted EPS Nos. 3,71,00,455 3,22,70,513

Note 47- The Company believes that no impairment of assets arises during the year as required under IND AS 36 "Impairment of Assets"

Note 48- CONTINGENT UABIUTIE5 Income tax matter under disputeRs. 212,329 (March 31, 2018 Rs. NIL}

Note 4g- capital and other commitment a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. Nil/· (31st March, 2018 Rs. Nil) b) Other Commitments Pendino disbursements of sanctloned loans Rs. 163,25,64,730 ( March 31, 2018 Rs. 88,71,76,823)

Note so- Based on the intimation received by the Company, none of the suppliers have conlinned to be registered under "The Micro, Small and Medium Enterprises Development fMSMED') Act, 2006". Accordingly, no disclosures relating to amounts unpaid as at the year end together with Interest paid /payable are required to be furnished.

Note 51· 1n the opinion of the Management, the Current Assets, Loans&. Advances are realizable In the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet. The provision for all known liabilities is adequate and not In excess of the amount reasonably necessary. CAPRI GLOBAL HOUSING FINANCE LIMITED Notes to Financial Statements for the Year ended on 31st March, 2019

52 Disclosures have been given in terms of notification no. NHB.HFC.CG DIR.1/MD&CE0/2016 dated February 9, 2017 issued by the National Housing Bank. The below mentioned notes have been prepared taking into consideration the notification No. NHB (ND)/DRS/Policy Circular No.89/2017-18 dated 14th June 2018.

52.1 Capital To Risk Assets Ratio (CRAR):

i Particulars Current Year Previous Year

---· -~ ( i) CRAR (%) 50.83 69.52 -- (ii) CRAR ~Tier I Capital (%) 50.35 69.09 (iii) CRAR -Tier II Capital (%) 0.48 0.43 (iv) Amount of subordinated debt raised as Tier- II Capital - -

(v) Amount raised by issue of Perpetual Debt Instruments - - I -.---- I J

52.2 Reserve Fund u/s 29C of NHB Act, 1987

--- [Amount in Rs. i Particulars I Current Year Previous Year i

f------Balance at the beginning of the year a) Statutory Reserve uls 29C of the National Housing Bank 28,100,000 7,000,000 Act, 1987 I b) Amount of special reserve uls 36(1)(viii) of Income Tax - - Act, 1961 taken into account for the purposes of Statutory ' Reserve under Section 29C of the NHB Act, 1987

c) Total 28,100,000 7,000,000 (Addition I Appropriation I Withdrawal during the year - Add: 64,92,900 21,100,000 ~) Amount transferred uls 29C of the NHB Act, 1987 b) Amount of special reserve uls 36(1)(viii) of Income Tax 7,507,100 - Act, 1961 taken into account for the purposes of Statutory Reserve under Section 29C of the NHB Act, 1987

Less: - - I a) Amount appropriated from the Statutory reserve uls 29C of the NHB Act, 1987 b) Amount withdrawn from the Special Reserve uls - - 36(1)(viii) of Income Tax Act, 1961 taken into account which has been taken into account for the purpose of provision uls 29C of the NHB Act, 1987 Balance at the end of the year -I a) Statutory Reserve uls 29C of the National Housing Bank 3,45,92,900 28,100,000 Act, 1987 I --- b) Amount of special reserve uls 36(1)(viii) of Income Tax 7,507,100 - Act, 1961 taken into account for the purposes of Statutory Reserve under Section 29C of the NHB Act, 1987

c) Total 421,00,000 28,100,000 CAPRI GLOBAL HOUSING FINANCE LIMITED Notes to Financial Statements for the Year ended on 31st March, 2019

52.3 Investments

[Amount in Rs.] Current Year Previous Year Particulars

(1) Value of Investments (i) Gross Value of Investments (a) In India 10,973,681 10,973,681

(b) Outside India Nil Nil ( ii) Provisions for Depreciation (a) In India Nil Nil (b) Outside India Nil Nil

(iii) Net Value of Investments (a) In India 10,973,681 10,973,681 (b) Outside India Nil Nil

(2) Movement of provisions held towards depreciation on investments. (i) Opening balance Nil Nil ( ii) Add: Provisions made during the year Nil Nil

(iii) Less: Write-off/ write-back of excess provisions Nil Nil during the year (iv) Closing balance Nil Nil

52.4 Derivatives

The company has not entered into any derivatives transactions.

52.5 Disclosures relating to Securitisation

There are no securitization/ Assignment transactions during the year ended 31st March, 2019. Hence, the related disclosures are not applicable. CAPRI GLOBAL HOUSING FINANCE LIMITED Notes to Financial Statements for the Year ended on 31st March, 2019

52.6 Assets Liability Management (Maturity pattern of certain items of Assets and Liabilities)

---" Current Year [Amount in Rs.] --- Particulars j Upto Over 1 Over 2 Over 3 Over 6 Over 1 year & Over 3 Over 5 Over 7 I Over Total I 30/31 month & months months month & upto 3 years years years years & up 10 upto 2 & upto & upto upto I Days (1 1 1 &up to 5 & up to 7 month) tolO _t~ months 3 months 6 months year I years years years

Liabilities ------Deposits - - Borrowings I I from Bank 57 900 000 94 300 000 49 150 000 192 350 000 530 200 000 2 252 700 000 2 155 000 000 1 405 350 000 6 28 21 752 6 799 771 75 ------Market ' Borrowing I "----"" ------Foreign - I - -

Currency I Liabilities I I J I f-- 67,529,365 15,021,255 9,842,488 28,452,200 79,905,675 277,847,413 354,516,993 1 384,780,667 1,018,203,649 s,690,383,138T 7,926.482,84 Advances

--,---" "------10,973,681 - - - - 10,973,681 Investments I ------Foreign Currency Assets ____l____

Previous Year [Amount in Rs

Particulars Upto Over 1 Over 2 Over 3 Over 6 I Over 1 year Over 3 Over 5 years Over 7 Over F-- 30/31 month & months months month & years & up to 7 years & up 10 Days (1 upto 2 & upto & upto upto 1 I~,.,~'" &up to 5 years to 10 Years month) , months 3 months 6 months year years years I Liabilities ------I - Deposits - - 2,500,000 2,500,000 40,714,286 642,397,748 213,926,856 142,857,144 53,571,425 - 1,098,467,45 Borrowings from Bank ------Market Borrowing "------Foreign Currency Liabilities I Assets 13,479,921 6,886,334 3,621,313 11,961,608 27,587,433 122,600,332 152,785,891 889,583,042 245,948,834 I 985,628,414 2,460,083,12 Advances - -- - 10,973,681 - - - - - 10,973,6f Investments ------Foreign Currency Assets CAPRI GLOBAL HOUSING FINANCE LIMITED Notes to Financial Statements for the Year ended on 31st March, 2019

52.7 Exposure

Exposure to Real Estate Sector

[Amount in--=---=- Rs.]

Category I Current Year Previous Year I

a) Direct Exposure ---- (i) Residential Mortgages - Lending fully secured by mortgages on residential I property that is or will be occupied by the borrower or ! that is rented; (Individual housing loans up to 15 lakhs may be shown separately)

Loans<= 15 Lakhs 5,191,512,809 1,394, 900,955 I Loans > 15 Lakhs 2,674,691,100 1,055,213,606

( ii) Commercial Real Estate - Lending secured by mortgages on commercial real estates (office buildings, retail space, multi- purpose commercial premises, multi-family residential buildings, multi-tenanted commercial premises, industrial or warehouse space, hotels, land acquisition, development Nil Nil and construction, etc.). Exposure would also include non-fund based (NFB) limits. I (iii) Investments in Mortgage Backed Securities (MBS) and other securitised exposures - I

a) Residential Nil Nil

b) Commercial Real Estate Nil Nil I Indirect Exposure Fund based and non-fund based exposures on National Nil Nil I Housing Bank (NHB) and Housing Finance Companies (HFCs) J Exposure to Capital Market

The Company do not have any exposure to Capital Market. Hence the related disclosures are not applicable.

52.8 Details of financing of parent company products These details are not applicable to company as the company is not financing any parent company products.

52.9 Details of Single Borrower Limit (SGL) I Group Borrower Limit (GBL)exceeded by the HFC These details are not applicable to company as the company has not exceeded the SGL I GBL limit.

52.10 Unsecured Advances The exposure to unsecured advances is Rs. Nil (Previous year Rs. Nil)

52.11 Miscellaneous

_,-, . .:...::::.~·'· o registration obtained from other financial sector regulators

f"\ ~'· 0 ----- /:-\ ...../ "·"'-·""~--.. __ -.,t: ,~:.,· CAPRI GLOBAL HOUSING FINANCE LIMITED Notes to Financial Statements for the Year ended on 31st March, 2019

b) No penalties imposed by NHB and other regulators during the year

c) Related party Transactions Details of all material transactions with related parties are disclosed in Note no. 44.

d) Rating assigned by Credit Rating Agencies and migration of rating during the year

Sr. No. Instrument Rating Agency Date of Amount in Rs assigned Rating 1 Long Term CARE A- Stable CARE 07-Sep-18 11,000,000,000 Bank Ratings Facilities 2 Long Term A+ 06-Dec-18 6,000,000,000 Bank Acuite Facilities Ratings & Research

3 CP Al+ Acuite 6-Dec-18 1,000,000,000 Ratings & Research

e) Revenue Recognition There have been no instances in which revenue recognition has been postponed pending resolution of significant Uncertainties.

52.12 Additional Disclosures

52.12.1 Provisions and Contingencies

[Amount in Rs.] Break up of 'Provisions and Contingencies' shown under the Current Year Previous Year head Expenditure in Statement of Profit and Loss

Provisions for depreciation on Investment Nil Nil Provision made towards Income tax 45,749,812 9,197,298 Provision towards NPA 5,787,917 489,167 Provision for Standard Assets (with details like teaser loan, CRE, 13,850,174 6,030,142 CRE-EH etc.) Other Provision and Contingencies includes: Provision for depreciation on fixed assets 17,637,511 5,224,828

Provision for gratuity 21,81,854 442,568

Provision for leave encashment 30,80,741 1,461,606

Housing Non-Housing Break up of Loan & Advances and Current Year Previous Year Current Year Previous Provisions thereon Year Standard Assets -~ a) Total Outstanding Amount 737,49,94,045 2,365,374,603 449,413,080 94,708,519 b) Provisions made 1,89,91,668 5,912,531 11,49,871 378,834 ~ub-Standard Assets -!~-~Total Outstanding Amount 3,97,74,232 3,261,111 20,72,992 Nil _)( g,\provisions made 489,167 3,10,949 Nil ------~~, 66, 13 5 ----- "'-u NTANTS [;;r·J ,, r., CAPRI GLOBAL HOUSING FINANCE LIMITED Notes to Financial Statements for the Year ended on 31st March, 2019

--~ Doubtful Assets:- Category-I a) Total Outstanding Amount Nil ! Nil Nil b) Provisions made Nil Nil I Nil ~ ~:: l LI Doubtful Assets- Category-II a) Total Outstanding Amount Nil Nil Nil I Nil . b) Provisions made Nil Nil Nil

------,--~ Doubtful Assets- Category-III P= a) Total Outstanding Amount Nil Nil Nil Nil l b) Provisions made Nil Nil Nil Nil

--~ Loss Assets -- a) Total Outstanding Amount Nil Nil Nil Nil -~ ~ b) Provisions made Nil Nil Nil Nil TOTAL a) Total Outstanding Amount 741,47,68,277 236,86,35,714 45,14,86,072 9,47,08,519 I b) Provisions made 2,49,57,803 6,401,698 14,60,819 378,834

-~-

52.12.2 Draw Down from Reserves The Company has not made any draw down from reserves during the previous year.

52.12.3 Concentration of Public Deposits, Advances, Exposures and NPAs

Concentration of Public Deposits

The disclosure of the concentration of deposits taken is not applicable as the company carries on the business of a housing finance institution without accepting public deposits.

Concentration of Loan and Advances

[Amount in Rs.] Current Year Previous Year

Total Loans and Advances to twenty largest borrowers 95,155,270 94,275,771 Percentage of Loans and Advances to twenty largest 1.21% 3.83% borrowers to Total Advances of the Company

Concentration of Exposures (Including Off-Balance Sheet Exposure)

[Amount in Rs.] Current Year Previous Year

Total Exposure to twenty largest borrowers/customers 97,502,061 94,462,370

Percentage of Exposures to twenty largest borrowers I 1.02% 2.94% f!f-1!.:~ customecs to Total Exposuce of the HFC on bocmwecs I 1'-'1,.,.. f'\,~stomers .-(CHARTERED rj '~-\ACCOUNTANTS r- 0 Co ,) /'... ~o o"' -* CAPRI GLOBAL HOUSING FINANCE LIMITED Notes to Financial Statements for the Year ended on 31st March, 2019

Concentration of NPAs

Amount in Rs.l Current Year Previous Year Total Exposure to top ten NPA accounts (Gross) 2,27,77,135 3,261,111

Sector-wise NPAs

151. No. Sector Percentage of NPAs to Total I Advances in that sect~ A. Housing Loans: I 1. Individuals I 0.54% 2. Builders/Project Loans Nil 3. Corporates i Nil 4. Others Nil =l B. Non-Housing Loans: 1. Individuals 0.46% -~! 2. Builders/Project Loans Nil ·--- ' --· 3. Corporates Nil 4. Others Nil

Movement of NPAs

[Amount in Rs.] Current Previous Particulars Year Year

(i) Net NPAs to Net Advances (%) 0.45% 0.11% (ii) Movement of NPAs (Gross)

(a) Opening balance 3,261,111 Nil (b) Additions during the year 3,85,86,113 3,261,111

(c) Reductions during the year Nil Nil (d) Closing balance 4,18,47,224 3,261,111 (iii) Movement of Net NPAs (a) Opening balance 2,771,944 Nil (b) Additions during the year 3,27,98,196 2,771,944

(c) Reductions during the year Nil Nil ': ' . ..2 -~~~'¢'\ (d) Closing balance 3,55,70,140 2,771,944 ! 1"1 tP.\ CHARTERD t ACCOUIHANTS r- . CiJ I'.. ·.))0 o" * CAPRI GLOBAL HOUSING FINANCE LIMITED Notes to Financial Statements for the Year ended on 31st March, 2019

(iv) Movement of provisions for NPAs (excluding provisions on standard assets)

(a) Opening balance 489,167 Nil

(b) Provisions made during the year 57,87,917 489,167 (c) Write-off I write-back of excess provisions Nil Nil (d) Closing balance 62,77,084 489,167

52.12.4 Overseas Assets

The company does not have any overseas assets.

52.12.5 Off-balance Sheet SPVs sponsored

The company has not sponsored any SPVs. Accordingly, the disclosure is not applicable.

52.12.6 Disclosure of Complaints

Customer Complaints

Particulars Current Year Previous Year

(a) No. of complaints pending at the beginning of the year Nil Nil (b) No. of complaints received during the year 27 1

(c) No. of complaints redressed during the year 27 1 (d) No. of complaint spending at the end of the year Nil Nil Note 53: a) Figures are rounded off to nearest rupee. b) Previous year's figures have been regrouped and reclassified wherever necessary to confinn to current year's presentation.

For and on behalf of the Board of Directors ~~~ ~? (Rajesh Sharma) (Bhagyam Ramani) (Kal'2(, Managing Director Independent Director Company Secretary DIN 00020037 DIN 00107097

Place: Date: Chartered Accountants Deloitte lndiabulls Finance Centre Tower 3, 27"'-32"' Floor Senapati Bapat Marg Haskins & Sells LLP Elphinstone Road (West) Mumbai- 400 013 Maharashtra, India

Tel: +91 22 6185 4000 Fax: +91 22 6185 4001

INDEPENDENT AUDITORS' REPORT

To The Members of Capri Global Housing Finance Limited Report on the Audit of the Financial Statements

Opinion We have audited the accompanying financial statements of Capri Global Housing Finance Limited (the "Company"), which comprise the Balance Sheet as at 3Pt March 2019, and the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 3Pt March 2019, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibility for the Audit of the financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Information other than the Financial Statements and Auditor's Report thereon

• The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis and Directors Report (the "Reports"), but does not include the financial statements and our auditors' report thereon. The Reports are expected to be made available to us after the date of this auditors' report.

• Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon .

. .... ~ • In connection with our audit of the financial statements, our responsibility is to read the -:;J:-':'<.lt;~.. cother information and, in doing so, consider whether the other information is materially ~,~nconsistent with the financial statements or our knowledge obtained during the course HAPrror-·· · Qf our audit or otherwise appears to be materially misstated. 1-\AC'"~ · · \0. ·~--- • /. Regd. Office: lndiabulls Finance Centre, Tower 3, 27'"- 32"' Floor, Senapati Bapat MArg, Elphinstone Road (West), Mumbai- 400 013, Maharashtra, India. (LLP Identification No. MB-8737)

Annexure - I

CARE/HO/RL/2020-21/1845 Mr. Rajesh Sharma Managing Director Capri Global Housing Finance Ltd. 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400013

July 1, 2020

Confidential

Dear Sir,

Credit rating for Non-Convertible Debentures On the basis of recent developments including operational and financial performance of your company for FY20 (audited) our Rating Committee has reviewed the following ratings:

Instrument Amount Rating1 Rating (Rs. crore) Action Non-Convertible CARE A-; Stable 200 Reaffirmed Debentures (Single A Minus; Outlook: Stable) 200.00 Total (Rs. Two Hundred Crore only) 3. Please arrange to get the rating revalidated, in case the proposed issue is not made within a period of six months from the date of our initial communication of rating to you (that is December 30,2020) 4. In case there is any change in the size or terms of the proposed issue, please get the rating revalidated. 5. Please inform us the below-mentioned details of issue immediately, but not later than 7 days from the date of placing the instrument: Instrument ISIN Issue Coupon Coupon Terms of Redemption Name and Details type Size Rate Payment Redemption date contact of top 10 (Rs Dates details of investors cr) Debenture Trustee

1Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE publications. CARE Ratings Ltd.

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022. Tel.: +91-22- 6754 3456  Fax: +91-22- 022 6754 3457  www.careratings.com  CIN-L67190MH1993PLC071691 6. Kindly arrange to submit to us a copy of each of the documents pertaining to the NCD issue, including the offer document and the trust deed. 7. The rationale for the rating will be communicated to you separately. 8. CARE reserves the right to undertake a surveillance/review of the rating from time to time, based on circumstances warranting such review, subject to at least one such review/surveillance every year. 9. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the outlook, as a result of periodic review/surveillance, based on any event or information which in the opinion of CARE warrants such an action. In the event of failure on the part of the entity to furnish such information, material or clarifications as may be required by CARE so as to enable it to carry out continuous monitoring of the rating of the debt instrument, CARE shall carry out the review on the basis of best available information throughout the life time of such instrument. In such cases the credit rating symbol shall be accompanied by “ISSUER NOT COOPERATING”. CARE shall also be entitled to publicize/disseminate all the afore-mentioned rating actions in any manner considered appropriate by it, without reference to you. 10. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades. 11. Users of this rating may kindly refer our website www.careratings.com for latest update on the outstanding rating. 12. CARE ratings are not recommendations to buy, sell or hold any securities. If you need any clarification, you are welcome to approach us in this regard. We are indeed, grateful to you for entrusting this assignment to CARE. Thanking you, Yours faithfully,

Viveik Mishra Himanshu Shethia Manager Associate Director

[email protected] [email protected]

Encl.: As above

Disclaimer

CARE Ratings Ltd.

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022. Tel.: +91-22- 6754 3456  Fax: +91-22- 022 6754 3457  www.careratings.com  CIN-L67190MH1993PLC071691 CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating.

Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.

CARE Ratings Ltd.

Capri Global Housing Finance Limited July 07, 2020 Ratings Amount Instruments Ratings1 Remarks (Rs. crore)

200 Non-Convertible Debenture A-; Stable Reaffirmed (Rs. Two hundred crore only)

1100 Long Term Bank Facilities (Rs. One thousand one hundred A-; Stable Reaffirmed crore only) Details of instruments/facilities in Annexure-1

Detailed Rationale & Key Rating Drivers The rating of Capri Global Housing Finance Limited (CGHFL) continues to take into account the strong parentage of CGHFL; being a wholly owned subsidiary of Capri Global Capital Limited (CGCL) (rated ‘CARE A+; Outlook: Negative’) and track record of the parent in SME and wholesale lending (construction finance) segment along with management, operational and financial linkages of CGHFL with its parent. The rating further takes into account CGHFL’s moderate asset quality, adequate capital position, improvement in liquidity buffers with moderate net worth base along with comfortable gearing levels and moderate financial performance. The rating is constrained by moderate size of the portfolio with moderate seasoning, lower business growth, limited track record of the company and moderate track record of the group in retail lending segment. CARE Ratings would closely monitor the impact on business and asset quality of CGFHL going forward owing to the nationwide lockdown due to COVID-19 outbreak and moratorium extended by the company. However, the company has not availed any moratorium from the banks.

Rating Sensitivities

Positive Factors: Factors that could lead to positive rating action/upgrade i. Continued support and improvement in the credit profile of the parent i.e. CGCL ii. Increased scalability of the business Negative Factors: Factors that could lead to negative rating action/downgrade i. Weakening of the asset quality going forward with GNPA% > 4% (currently 1.21% as on March 31, 2020). ii. Deterioration in the profitability going forward with ROTA less than 1% (currently 2.5% as on March 31, 2020). iii. Weakening of the liquidity maintained by CGHFL due to the ongoing environment (currently Rs. 114 Crore Cash & Cash Equivalent and Rs. 475 Crore undrawn limits as on June 25, 2020)

Detailed description of the key rating drivers

Key Rating Strengths

Strong parentage with track record in the wholesale lending segment along with management, operational and financial linkages

CGHFL is a 100% subsidiary of Capri Global Capital Limited (CGCL). CGCL is majorly into MSME Lending and wholesale lending (construction finance) segment. CGHFL is expected to receive support in the form of capital, management support and operational support in terms of usage of branch network of CGCL. Integration of CGHFL with CGCL is high given the majority shareholding, common brand name and logo and access to the branch network. Therefore, parentage is a major strength for CGHFL. Mr Rajesh Sharma, the Managing Director of CGCL, is also Managing Director of CGHFL. The Chief Financial Officer, Business Head and Treasury Head are common among CGHFL and CGCL. The parent infused additional equity capital of Rs. 100 crore during FY19 in CGHFL.

1Complete definition of the ratings assigned are available at www.careratings.com and other CARE publications

1 CARE Ratings Limited

Press Release

Comfortable capital adequacy with comfortable gearing The Capital Adequacy Ratio (CAR) stood at 43.45% with Tier 1 CAR at 42.54% as on March 31, 2020 (PY: 50.8% with Tier 1 CAR of 50.35%) which was much higher than the regulatory requirement of 12%. The tangible net worth of the company stood at Rs.227.3 crore as on March 31, 2020 which was Rs. 202 crore as on March 31, 2019. The company received capital infusion of Rs. 100 crore from CGCL during FY19. The borrowings of the company stood at Rs.774 crore as on March 31, 2020 as against the borrowings of Rs.676 crore as on March 31, 2019. The gearing of the company stood at 3.4 times as on March 31, 2020 as compared to 3.3 times as on March 31,2019.

Moderate financial performance The total income of the company increased from Rs. 88.9 crore in FY19 to Rs.139.5 crore in FY20 due to the increase in the net interest income from Rs. 30.7 crore in FY19 to Rs. 59.7 crore in FY20, partly offset by the decline in other operating income from Rs. 19 crore in FY19 to Rs.10 crore in FY20. The other operating income includes the advertisement income, legal charges and other charges received from the customers. The operating expense to average total assets ratio continued to decline from 6.8% in FY19 to 3.8% in FY20 as the company continued to gain economies of scale. CGHFL’s profit after tax (PAT) rose to Rs. 24.3 crore in FY20 compared to Rs. 7 crore in FY19. Consequently, ROTA increased to 2.5% in FY20 from 1.2% for FY19 and RONW stood at 11.3% for FY20 from 4.7% in FY19.

Moderate Asset Quality CGHFL’s Gross NPA and Net NPA increased to 1.21% and 0.40%, respectively as on March 31, 2020 (PY: Gross NPA: 0.54% and Net NPA 0.17%). However, the seasoning of the portfolio is yet to be witnessed as the lending operations started in 2016. Around 75% of the loan portfolio is seasoned for more than 12 months. The Net NPA to Net Worth was at 1.53% as on March 31, 2020. The company has 1.21% of the total outstanding portfolio at 90+ d-p-d. The outstanding loans portfolio at 0-30 d-p-d is 96.4%. Geographical concentration of the loan portfolio has been relatively high with lending being concentrated in just five states viz. Maharashtra (35%), Gujarat (21%), Madhya Pradesh (20%), Delhi (13%) and Rajasthan (11%).

Key Rating Weaknesses

Moderate Size of the Portfolio with moderate seasoning Due to lending operations being started in 2016, the size of business is moderate. As a result, its asset quality performance through different economic cycles and geographies is yet to be fully established. The company targets low ticket size loans and loans eligible for credit linked subsidy scheme (CLSS) within the regions of western and northern India. As the company has maintained a cautious stance on disbursement, the business growth of the company slowed with the gross loan outstanding reported as on March 31, 2020 increasing to Rs.898 crore from Rs.793 crore as on March 31, 2019. CGHFL’s customer base has increased from 2,621 in FY18 to 10,207 in FY20. The company has a presence in the states of Maharashtra, Gujarat and Delhi with entry into Rajasthan and Madhya Pradesh. There was reduction in share of Delhi, Gujarat and Maharashtra in loan book in FY20 while the share of MP and Rajasthan increased. The average loan amount offered is approx. Rs. 10 lakhs with an average interest rate ranging between 12% to 14% and for an average tenure of 10-20 years. The average loan to value ratio stood at 59%. The salaried and self- employed composition as a percentage of the total loan outstanding was 48% and 52% respectively as at March 2020.

Limited track record CGHFL started lending operations in December 2016 and has relatively limited track record and moderate seasoning of the loan portfolio.

Moderate track record of the group in retail lending segment coupled with relatively moderate scale of operations and moderate seasoning of portfolio CGCL is focused on the MSME lending and Construction Finance business. The company started Wholesale (Construction Finance) lending in the beginning of FY12 by disbursing loans mainly to real estate players. In the last quarter of FY13, the company started lending to MSME players with an aim to build a portfolio that qualifies for priority sector status. The outstanding portfolios for Wholesale (Construction Finance) and SME stands at Rs.962 crore and Rs.2,047 crore respectively as on March 31, 2020.

2 CARE Ratings Limited

Press Release

The tenure of the Wholesale (Construction Finance) loan is 1-4 years and SME is up to 15 years and considering the growth in the loan portfolio in the last few years, there is moderate seasoning of portfolio.

Liquidity- Adequate The liquidity position of CGHFL stands adequate. As on June 25, 2020 the company had a debt repayment of Rs. 140 crore up to one year (July 1, 2020 to July 31, 2020) and the principal collections expected were Rs. 11 crore (excluding prepayments / foreclosures). To meet the said mismatch, apart from the regular interest collections, the company has Rs.3 crore of Cash and Bank balance and investments in liquid funds amounting to Rs.111 crore as June 25, 2020. The company also enjoys sanctioned undrawn bank lines to the tune of Rs. 475 crore which comprise of term loans from various public sector banks.

Industry Prospects Continuation of prevailing tight liquidity scenario in the credit market may impact the overall growth of the sector. The slowdown in the real estate market coupled with elevated refinancing risk for the developers is expected to impact the asset quality of players in the sector. Further, increase in the cost of funds and delinquencies would impact their profitability margins. However, the continuation of long-term trend of robust asset quality of home loans, except for some players who are in the affordable housing segment, is a key positive for the sector.

Analytical approach: Standalone along with factoring in linkage with the parent, CGCL

Applicable Criteria Criteria on assigning Outlook and Credit-watch to Credit Ratings CARE’s Policy on Default Recognition Consolidation and Factor Linkages in Ratings Financial ratios – Financial sector Rating Methodology- Housing Finance Companies

About the Company Capri Global Housing Finance Ltd. (CGHFL) received certificate of registration from NHB on September 28, 2015 to commence operations as a Housing Finance Company. The company is a 100% subsidiary of Capri Global Capital Ltd. (CGCL). The company forayed into affordable housing loan segment for low income and economically weaker section of the society. The company started its operations from December 2016. The company has leveraged existing branch network of its parent and is operational in 78 branches across Maharashtra, Gujarat, Delhi NCR, Rajasthan and Madhya Pradesh.

Brief Financials (Rs. crore) FY19 (A) FY20 (A) Total income 88.9 139.5 PAT 7.0 24.3 Interest coverage (times) 1.2 1.5 Total Assets* 917.4 1,013.4 Net NPA (%) 0.17 0.40 ROTA (%) 1.20 2.5 A: Audited *Adjusted for deferred tax assets and intangible assets.

Status of non-cooperation with previous CRA:

Any other information:

Rating History for last three years: Please refer Annexure-2

3 CARE Ratings Limited

Press Release

Annexure-1: Details of Instruments/Facilities

Name of the Date of Coupon Maturity Size of the Rating assigned Instrument Issuance Rate Date Issue (Rs. along with Rating crore) Outlook Debenture-Non- - - - 200 CARE A-; Stable Convertible Debenture (Proposed) Long Term Bank Facilities - - 27-Dec-2026 979.37 CARE A-; Stable

Long Term Bank Facilities - - - 120.63 CARE A-; Stable (proposed)

Annexure-2: Rating History of last three years

Sr. Name of the Current Ratings Rating history No. Instrument/ Type Amount Rating Date(s) & Date(s) & Date(s) & Date(s) & Bank Outstanding Rating(s) Rating(s) Rating(s) Rating(s) Facilities (Rs. crore) assigned in assigned in assigned in assigned in 2020-2021 2019-2020 2018-2019 2017-2018 1. Fund-based - LT 1100.00 CARE A-; Stable - 1)CARE A-; 1)CARE A-; 1) CARE A-; LT-Term Loan Stable Stable Stable (09-Oct-19) (07-Sept-18) (22-Feb-18) 2)CARE A-; 2)CARE A-; Stable Stable (16-Aug-18) (01-Sep-17) 3)Provisional CARE A (SO); Stable (01-Aug-17)

2 Debentures- LT 200.00 CARE A-; Stable - 1)CARE A-; - - Non- Stable Convertible (04-May-20) Debenture

Note on complexity levels of the rated instrument: CARE has classified instruments rated by it on the basis of complexity. This classification is available at www.careratings.com. Investors/market intermediaries/regulators or others are welcome to write to [email protected] for any clarification

4 CARE Ratings Limited

Press Release

Analyst Contact Name - Mr. Himanshu Shethia Contact no. – +91-22-6754 3468 Email ID – [email protected]

Name – Mr. Sanjay Agarwal Contact no. – +91-22-6754 3582 Email ID – [email protected]

Business Development Contact Name – Mr. Ankur Sachdeva Contact no. – +91-22-6754 3495 Email ID – [email protected]

About CARE Ratings: CARE Ratings commenced operations in April 1993 and over two decades, it has established itself as one of the leading credit rating agencies in India. CARE is registered with the Securities and Exchange Board of India (SEBI) and also recognized as an External Credit Assessment Institution (ECAI) by the Reserve Bank of India (RBI). CARE Ratings is proud of its rightful place in the Indian capital market built around investor confidence. CARE Ratings provides the entire spectrum of credit rating that helps the corporates to raise capital for their various requirements and assists the investors to form an informed investment decision based on the credit risk and their own risk-return expectations. Our rating and grading service offerings leverage our domain and analytical expertise backed by the methodologies congruent with the international best practices.

Disclaimer CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating.

**For detailed Rationale Report and subscription information, please contact us at www.careratings.com

5 CARE Ratings Limited

Annexure - II

CL/MUM/20-21/DEB/149

June 29, 2020

To, Mr. Anand Agarwal Capri Global Housing Finance Limited 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai – 400013

Dear Sir,

Consent to act as Trustee for Secured, Rated, Listed, Redeemable Non-Convertible Debentures aggregating upto ₹ 100 crores to be issued by your Company

This is with reference to the discussions in respect of appointment of Catalyst Trusteeship Limited to act as Debenture Trustee for the Secured, Rated, Listed, Redeemable Non-Convertible Debentures upto ₹ 100 crores to be issued by your Company. In this connection, we are agreeable to act as Trustee on the terms and conditions as mutually agreed between the Trustee and the Company.

The Company and the Trustee shall enter into relevant trustee agreements and other necessary documents for the aforesaid issue of NCDs and also agrees & undertakes to comply with the provisions of the SEBI (Debenture Trustees) Regulations, 1993, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as may be amended from time to time, SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015 and the Listing Agreement pursuant thereto to be executed with Bombay Stock Exchange(BSE)/ National Stock Exchange(NSE), the RBI Circular No. RBI/2012-13/560 dated June 27, 2013, the Companies Act, 2013 and any other applicable statutes, regulations and provisions as amended from time to time.

The Company shall enter into Agreement with Trustee as required by Regulation 13 of SEBI (Debenture Trustee) Regulations, 1993 thereby agreeing to create the security within three months from the date of closure of issue or in accordance with the Companies Act, 2013 or as per the provisions as prescribed by any regulatory authority as applicable and comply with the provisions of applicable laws.

We are also agreeable for inclusion of our name as trustees in the Company’s offer document/disclosure document/ listing application/any other document to be filed with the Stock Exchange(s) or any other authority as required.

Yours faithfully, We accept the above terms. For Catalyst Trusteeship Limited For Capri Global Housing Finance Limited �t Authorized Signatory Authorized Signatory Annexure-III

CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED AT THE 13TH ANNUAL GENERAL MEETING OF CAPRI GLOBAL HOUSING FINANCE LIMITED, ALONG WITH EXPLANATORY STATEMENT, HELD ON MONDAY, JUNE 24, 2019 AT 04.00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY

"RESOLVED THAT in supersession of the resolution passed by the shareholders at its Extra Ordinary General Meeting held on December 07, 2017 and pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act 2013 ("Act"), or any statutory modification or re-enactment thereof, the Board of Directors of the Company (hereinafter referred to as the “Board” and shall include duly constituted Committee(s) thereof, to exercise powers conferred by this resolution) is hereby authorised to borrow from time to time as it may think fit, by way of loans or any other financial facilities from, or issue of bonds, debentures or other securities whether convertible into equity/preference shares and/or securities with or without detachable warrants with a right exercisable by the warrant holder(s) to convert or subscribe for equity/preference shares to, bank(s), financial or other institution(s), mutual fund(s), non-resident Indians, foreign institutional investors or any other person(s), body(ies) corporate, etc., whether shareholder of the Company or not, whether unsecured or secured and on such terms and conditions as the Board may deem fit, any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount so borrowed by the Board shall not at any time exceed the limit of Rs. 2,000 Crores (Rupees Two Thousand Crores).

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to arrange or fix the terms and conditions of all such borrowings, from time to time, viz. terms as to interest, repayment, security or otherwise as it may deem fit and to do all such acts, deeds, matters and things and to sign all such agreements, documents, papers and writings as may be deemed necessary, expedient and incidental thereto and to delegate all or any of its powers herein conferred to any Committee of Directors and/or director(s) and/or officer(s) of the Company, to give effect to this resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects."

EXPLANATORY STATEMENT

Pursuant to Section 180 (1)(c) of the Companies Act, 2013 ("the Act") a Special Resolution was passed at the Extra Ordinary General Meeting held on December 07, 2017, the Shareholders of the Company had authorized the Board of Directors of the Company to borrow moneys for the purpose of the Company’s business in excess of the paid-up capital of the Company and its free reserves, provided the sum or sums so borrowed and remaining outstanding at any point of time not to exceed Rs. 1000 Crores (Rupees One Thousand Crores). Keeping in view, the Company’s existing and future financial requirements to support its business operations, the Company needs additional funds. For this purpose, the Company is desirous of raising finance from various Banks and/or Financial Institutions and/or any other lending institutions and/or Bodies Corporate and/ or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the Company may exceed the aggregate of the paid-up capital and the free reserves of the Company. Hence, it is proposed to increase the maximum borrowing limits up to Rs. 2,000 Crores (Rupees Two Thousand Crores). Pursuant to Section 180(1)(c) of the Act, the Board of Directors cannot borrow more than the aggregate amount of the paid-up capital of the Company and its free reserves at any time except with the consent of the members of the Company in a general meeting by a Special Resolution.

Accordingly, consent of the Members is being sought for borrowings in excess of the paid-up capital and free reserves of the Company.

Further, pursuant to Section 180(1)(a) the Act, a Special Resolution was passed at the Extra Ordinary General Meeting held on December 07, 2017, the Shareholders of the Company had authorized the Board of Directors of the Company to create mortgage, charge on or hypothecate its property(ies), both movable and immovable, to secure borrowings upto Rs.1000 Crores (Rupees One Thousand Crores).

In order to facilitate securing the enhanced borrowings upto Rs. 2,000 Crores (Rupees Two Thousand Crores) envisaged under Section 180 (1) (c) of the Act, and contained in Item No. 4 it would be necessary to create charge on the assets or whole of the undertaking of the Company.

Section 180(1)(a) of the Act, provides for the power to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company subject to the approval of members in the general meeting. Creation of charge on the assets of the Company is construed as disposal of undertaking.

The Board recommends the Special Resolution set forth in Item No. 4 and 5 of the Notice for approval of the Members.

None of the Directors or Key Managerial Personnel of the Company including their relatives is, in any way interested or concerned, financially or otherwise, in the Resolution set out at item no. 4 & 5 except to the extent of their shareholding, if any, in the Company.

Certified True Copy for Capri Global Housing Finance Limited

Abhishekh Kanoi Company Secretary

Place: Mumbai Date: 29.06.2020 CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED AT THE 13TH ANNUAL GENERAL MEETING OF CAPRI GLOBAL HOUSING FINANCE LIMITED, ALONG WITH EXPLANATORY STATEMENT, HELD ON MONDAY, JUNE 24, 2019 AT 04.00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY

"RESOLVED THAT pursuant to the provisions of sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment(a) thereof, for the time being in force), subject to the regulations issued by the Securities and Exchange Board of India ("SEBI") including the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, the regulations, norms, circular, guidelines, clarification, notification prescribed or issued by the Reserve Bank of India, SEBI from time to time and other applicable provisions, if any, and subject to the provisions of the Articles of Association of the Company, approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter called "the Board", which term shall be deemed to include any other Committee of the Board, which the Board may have constituted or hereinafter constitute for the time being, to exercise its powers including the powers conferred on the Board of Directors by this resolution, or any person(s) authorised by the Board or its Committee for such purposes) to offer or invite subscriptions for issue of secured/unsecured redeemable non-convertible debentures, on private placement basis, in one or more series tranches, aggregating up to Rs.500 Crores (Rupees Five Hundred Crores), within the overall borrowing limits of the company, as approved by the members, on such terms and conditions as the Board may from time to time, determine and consider proper and most beneficial to the Company, including without limitation, as to when the said Debentures are to be issued, the consideration for the issue, mode of payment, coupon rate, tenor, utilization of the issue proceeds and all matters connected therewith or incidental thereto.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid Resolution, the Board be and is hereby authorised to take such actions and to give all such directions, or to do all such acts, deeds, matters, and things as may be necessary or desirable in this regard including but not limited to:

i. Finalising the detailed terms and conditions of the Debenture/Bonds issue, size of issue, tenor of issue, interest payment frequency, redemption dates, coupon rate, interest reset procedure, front end discount, redemption premium, arrangers fee, security with regard to secured Debentures, allotment of debentures etc; ii. Create security for the secured Debentures on movable and/or immovable assets forming common pool of assets of the Company on a pari-passu basis; iii. Obtain credit rating of the debenture/securities issued from Credit Rating Agencies; iv. Appoint/ re-appoint Trustees to the Debenture holders; v. Print and issue Debenture Certificate(s), Letter(s) of Allotment; vi. Stipulate terms and conditions with regard to Put and Call options; vii. Negotiate payment of fees to merchant bankers, brokers, discount on Issue and/or re-issue of Debentures, redemption premium; viii. List the debentures on stock exchange(s); ix. Delegate power to any official of the Company to do any incidental acts for and on behalf of the Company''. RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors of the Company be and is hereby authorised to do all acts, deeds, matters and things and execute all such agreements, documents, instruments and writings, as it may, in its sole and absolute discretion, deem necessary or desirable, including without limitation to settle any question, difficulty or doubt that may arise in this regard and to delegate all or any of its powers herein conferred to any Committee of Directors and/or director(s) and/or officer(s) of the Company to give effect to this resolution.”

EXPLANATORY STATEMENT

As per Sections 42 and 71 of the Companies Act, 2013 ("the Act") read with the Rules framed thereunder, a company offering or making an invitation to subscribe to NCDs on private placement basis is required to obtain the prior approval of the Shareholders by way of a Special Resolution. Such an approval can be obtained once a year for all offers and invitations proposed to be made for such NCDs during the year.

In order to augment long term resources for financing, inter-alia, to fund the existing business and for repayment of debt and other obligations, making strategic acquisitions and general corporate purposes, the Board may, at an appropriate time, offer or invite subscription for issue of secured/unsecured redeemable non-convertible debentures, in one or more series/tranches on private placement basis issuable/ redeemable at par or premium, as the case may be.

Accordingly, consent of the Members is sought for passing a Special Resolution as mentioned in the Notice. This resolution is an enabling resolution and authorizes the Board of Directors (including any committee thereof) of the Company to offer or invite subscription for issue of secured/unsecured non-convertible redeemable debentures on private placement basis, as may be required by the Company, from time to time for a year from the date of passing this resolution.

The Board of Directors recommend passing the Special Resolution set out in Item No. 6 of this Notice.

None of the Directors or Key Managerial Personnel of the Company including their relatives is, in any way concerned or interested, financially or otherwise, in the Resolution set out at item no. 6 of this Notice, except to the extent of their shareholding, if any, in the Company.

Certified True Copy for Capri Global Housing Finance Limited

Abhishekh Kanoi Company Secretary

Place: Mumbai Date: 29.06.2020 RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors of the Company be and is hereby authorised to do all acts, deeds, matters and things and execute all such agreements, documents, instruments and writings, as it may, in its sole and absolute discretion, deem necessary or desirable, including without limitation to settle any question, difficulty or doubt that may arise in this regard and to delegate all or any of its powers herein conferred to any Committee of Directors and/or director(s) and/or officer(s) of the Company to give effect to this resolution.”

EXPLANATORY STATEMENT

The Board of Directors recommend passing the Special Resolution set out in Item No. 6 of this Notice.

Certified True Copy for Capri Global Housing Finance Limited

Abhishekh Kanoi Company Secretary

Place: Mumbai Date: 29.06.2020 CERTIFIED TRUE COPY OF RESOLUTION PASSED BY BOARD OF DIRECTORS OF CAPRI GLOBAL HOUSING FINANCE LIMITED AT ITS MEETING HELD ON SATURDAY, MAY 9, 2020 HELD THROUGH VIDEO CONFERENCING, AT “PRITHVI” 502, TOWER A, PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL, MUMBAI – 400 013

“RESOLVED THAT pursuant to the provisions of Section 42, Section 71 and 179(3)(c) of the Companies Act, 2013, Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and subject to the Rules, Regulations, Guidelines and Circulars issued thereunder from time to time and pursuant to the resolution passed by the shareholders at the Annual General Meeting of the Company held on June 24, 2019, consent of the Board of Directors be and is hereby accorded to issue non-convertible debentures/bonds on private placement basis, in one or more tranches for an amount not exceeding in aggregate upto Rs.400 Crore (Rupees Four Hundred Crores Only) to such person or persons, including one or more companies and bodies corporate, statutory corporations, commercial banks, lending agencies, financial institutions, insurance companies, mutual funds, pension/provident funds and individuals, as the case may be.

RESOLVED FURTHER THAT Management Committee constituted by the Board of Directors be and is hereby authorized to do the following: a. To finalize the detailed terms and conditions of borrowings by ways of issue of the Debenture / Bonds and to decide timing of the Issue, size of Issue, tenor of Issue, coupon rate, interest payment frequency, redemption dates, interest reset procedure, front end discount, redemption premium, arrangers to the issue and its fees, create security with regard to the issue of Debentures, listing of debentures and to do all incidental and ancillary matters thereto; b. To allot Debentures of the Company in physical and dematerialized mode and to do all incidental and ancillary matters thereto.

RESOLVED FURTHER THAT Mr. Rajesh Sharma, Managing Director, Mr. Ashish Gupta, Chief Financial Officer and Mr. Abhishekh Kanoi Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the aforesaid resolutions and for matters connected therewith or incidental thereto.”

Certified True Copy for Capri Global Housing Finance Limited

Abhishekh Kanoi Company Secretary

Date: 02.06.2020 Place: Mumbai Annexure - IV

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

DCS/COMP/SU/IP-PPDI/242/20-21 July 21, 2020

The Company Secretary Capri Global Housing Finance Limited 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra

Dear Sir,

Re: Private Placement of Series 1 Secured, Rated, Listed, Redeemable, Non-Convertible Debentures / NCD upto Rs. 25 Crores (the “Issue”).

We acknowledge receipt of your application on the online portal on July 20, 2020 seeking In-principle approval for issue of captioned security. In this regard, the Exchange is pleased to grant in-principle approval for listing subject to fulfilling the following conditions:

1. Filing of listing application.

2. Payment of fees as may be prescribed from time to time.

3. Compliance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended 2012, and submission of Disclosures and Documents as per Regulations 21, in the format specified in Schedule I of the said Regulations and also Compliance with provisions of Companies Act 2013.

4. Receipt of Statutory & other approvals & compliance of guidelines issued by the statutory authorities including SEBI, RBI, DCA etc. as may be applicable.

5. Compliance with change in the guidelines, regulations directions of the Exchange or any statutory authorities, documentary requirements from time to time

6. Compliance with below mentioned circular dated June 10, 2020 issued by BSE before opening of the issue to the investors.:

https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20200610-31

This In-Principle Approval is valid for a period of 1 year from the date of issue of this letter. The Exchange reserves its right to withdraw its in-principle approval at any later stage if the information submitted to the Exchange is found to be incomplete/ incorrect/misleading/false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Guidelines/Regulations issued by the statutory authorities etc. Further, it is subject to payment of all applicable charges levied by the Exchange for usage of any system, software or similar such facilities provided by BSE which the Company shall avail to process the application of securities for which approval is given vide this letter.

Yours Faithfully, For BSE Limited Sd/- Sd/- Rupal Khandelwal Raghavendra Bhat Senior Manager Deputy Manager

BSE - CONFIDENTIAL Annexure - V

"RESOLVED THAT in supersession of the resolution passed by the shareholders at its Extra- ordinary General Meeting held on December 07, 2017 and pursuant to Section 180 (1) (a) and other applicable provisions, if any, of the Companies Act 2013 ("the Act"), or any statutory modification or re-enactment thereof, consent of the Company be and is hereby accorded to the Board of Directors of the Company or any Committee thereof as may be authorized by the Board of Directors for mortgaging and/or charging in such form and manner and on such terms and at such time(s) as the Board of Directors may deem fit, the movable and / or immovable properties of the Company, wherever situate, present and future, whether presently belonging to the Company or not, in favour of any person including, but not limited to, financial/investment institution(s), bank(s), insurance company(ies), mutual fund(s), corporate body(ies), trustee(s) to secure the debentures, loans or finance and other credit facilities availed by the Company up to a sum not exceeding Rs. 2,000 Crores (Rupees Two Thousand Crores).

RESOLVED FURTHER THAT the Board of Directors or any Committee thereof as may be authorized by the Board of Directors be and is hereby authorized to finalise the form, extent and manner of, and the documents and deeds, as may be applicable, for creating the appropriate mortgages and/or charges on such of the immovable and/or movable properties of the Company on such terms and conditions as may be decided by the Board of Directors for reserving the aforesaid right and for performing all such acts and things as may be necessary for giving effect to this resolution.”

EXPLANATORY STATEMENT

Keeping in view, the Company’s existing and future financial requirements to support its business operations, the Company needs additional funds. For this purpose, the Company is desirous of raising finance from various Banks and/or Financial Institutions and/or any other lending institutions and/or Bodies Corporate and/ or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the Company may exceed the aggregate of the paid-up capital and the free reserves of the Company. Hence, it is proposed to increase the maximum borrowing limits up to Rs. 2,000 Crores (Rupees Two Thousand Crores). Pursuant to Section 180(1)(c) of the Act, the Board of Directors cannot borrow more than the aggregate amount of the paid-up capital of the Company and its free reserves at any time except with the consent of the members of the Company in a general meeting by a Special Resolution.

Accordingly, consent of the Members is being sought for borrowings in excess of the paid-up capital and free reserves of the Company. Further, pursuant to Section 180(1)(a) the Act, a Special Resolution was passed at the Extra Ordinary General Meeting held on December 07, 2017, the Shareholders of the Company had authorized the Board of Directors of the Company to create mortgage, charge on or hypothecate its property(ies), both movable and immovable, to secure borrowings upto Rs.1000 Crores (Rupees One Thousand Crores).

The Board recommends the Special Resolution set forth in Item No. 4 and 5 of the Notice for approval of the Members.

Certified True Copy for Capri Global Housing Finance Limited

Abhishekh Kanoi Company Secretary

Place: Mumbai Date: 29.06.2020