Convertible, Bonds Series-62 in the Nature of Debent

PRIVATE & CONFIDENTIAL Draft Information Memorandum

(A Government of India Undertaking) (भारत सरकार का उपक्रम ) Registered & Corporate Office: IFCI Ltd. IFCI Tower, 61, Nehru Place, New Delhi - 110019 Tel No.: (011) 41732475, 41732000; Fax: 91-11- 26230029, 26230466 E-mail: [email protected]; [email protected]; Website: www.ifciltd.com CIN: L74899DL1993GOI053677 PRIVATE PLACEMENT OF UPTO 4,000 (FOUR THOUSAND) UNSECURED, REDEEMABLE, NON- CONVERTIBLE, BONDS SERIES-62 IN THE NATURE OF DEBENTURES OF RS.10,00,000/- EACH (“DEBENTURES”/ “BONDS”/ “NCDs”) FOR CASH, FOR AN ISSUE SIZE OF ₹ 200 CRORE WITH OPTION TO RETAIN OVERSUBSCRIPTION UPTO ₹ 200 CRORE AGGREGATING UPTO Rs. 400 CRORE (RUPEES FOUR HUNDRED CRORE ONLY) (“ISSUE”). (THIS PRIVATE PLACEMENT OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS PRIVATE PLACEMENT OFFER LETTER IS PREPARED AND ISSUED IN CONFORMITY WITH COMPANIES ACT, 2013, AS AMENDED, SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED, FORM PAS-4 PRESCRIBED UNDER SECTION 42 AND RULE 14(1) OF COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AS AMENDED FROM TIME TO TIME, AND IS AN INFORMATION MEMORANDUM FOR THE PURPOSES OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED FROM TIME TO TIME. 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 BOOK MECHANISM” ISSUED BY BSE VIDE THEIR NOTICE NUMBER 20180928-24 DATED 28 SEPTEMBER 2018 (“BSE EBP GUIDELINES”) AS APPLICABLE. THE SEBI EBP CIRCULARS AND THE BSE EBP GUIDELINES / NSE EBP GUIDELINES SHALL HEREINAFTER BE REFERRED TO AS THE “OPERATIONAL GUIDELINES”. THE ISSUER INTENDS TO USE THE BSE BID BOND PLATFORM FOR THIS ISSUE, AS AMENDED FROM TIME TO TIME AND SUCH OTHER CIRCULARS APPLICABLE FOR ISSUE OF DEBT SECURITIES ISSUED BY SEBI FROM TIME TO TIME. Credit Rating ICRA has vide its letter No. D/RAT/2020-21/I-57/5 dated June 17, 2020, has assigned a credit rating of "[ICRA]BBB- (Negative)” for the Debentures to be issued in the proposed Issue. Instruments with [ICRA]BBB- rating indicate moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk

Brickwork Ratings has vide its letter No. BWR/NCD/MUM/CRC/VYD/0140/2020-2021 dated June 23, 2020 has assigned a credit rating of ‘BWR BBB+ /Negative’ for the Debentures to be issued in the proposed Issue. Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry very moderate credit risk. The above ratings are not recommendations 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.

Bidding This Private placement offer letter is uploaded on the BSE EBP Platform to comply with the Operational Guidelines and no offer of Debentures is being made under this Draft Information Memorandum. An offer will be made by issue of the private placement offer cum application letter (“PPOAL”) after completion of the bidding process on the Issue closing date to successful bidders in accordance with applicable law. Listing The Debentures are proposed to be listed on the BSE Limited.

Link Intime India Pvt. Ltd Axis Trustee Services Ltd. nd C-101, 247 Park,L.B.S. Marg, Vikhroli (West), The Ruby, 2 Floor, SW 29, Senapati Bapat Marg, Mumbai – 400083. Dadar West, Mumbai – 400028 Tel: 022 4918 6000 Fax: 022 4918 6060 Tel: 022-24252525/43252525, Fax: 022-2425420 Email: Email: [email protected] [email protected] Bid Open/ Bid Close on Issue Open/ Issue Close on Deemed Date of Allotment Pay in Date

June 26, 2020 June 26, 2020 June 29, 2020 June 29, 2020 IFCI BONDS – SERIES -62 – Offer Document

TABLE OF CONTENTS

I DEFINITIONS/ABBREVIATIONS…………………………………………………………....

II DISCLAIMER STATEMENT......

III RISK FACTORS......

IV ISSUE STRUCTURE (SUMMARY)......

V GENERAL INFORMATION......

VI DETAILED TERMS OF THE ISSUE......

VII STATEMENT OF TAX BENEFITS......

VIII PROCEDURE OF APPLICATION......

IX ABOUT ISSUER…......  Overview & Corporate Structure  Major events  Board of Directors  Auditors  Details of Share Capital  Details of Borrowings  Financial statements

X APPENDICES…………………………………………………………………………………...

 Rating assignment letters & Rating Rationales  Consent letter of Debenture Trustee and Registrar  Financial Results

IFCI BONDS – SERIES -62 – Offer Document

I. DEFINITIONS/ ABBREVIATIONS

Arranger(s) SBI Capital Markets Limited Articles/AoA Articles of Association of IFCI Ltd. Board/ Board of The Board of Directors of IFCI Ltd. or Committee thereof Directors Bonds Unsecured, Redeemable, Non-Convertible, Bonds Series-62 in the nature of debentures of face value Rs.10,00,000/- each Book Closure/ Record The date of closure of register of Bonds for payment of interest and repayment Date of principal Brickwork Ratings Brickwork Ratings India Private Limited Business Days Shall be a day on which money markets is functioning in Mumbai ICRA Ratings ICRA Limited CAR Capital Adequacy Ratio Call Option Option with the issuer for redeeming the Bonds before maturity on the Call Option Date CBDT Central Board of Direct Taxes CDSL Central Depository Services (India) Ltd. Debt Securities Non-Convertible debt securities which create or acknowledge indebtedness and include debenture, bonds and such other securities of the Issuer, whether constituting a charge on the assets of the Issuer or not, but excludes security receipts and securitized debt instruments Depository A Depository registered with SEBI under the SEBI (Depositories and 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 Designated Stock BSE Limited. Exchange DER Debt Equity Ratio Director(s) Director(s) of IFCI Ltd. unless otherwise mentioned Disclosure Document Disclosure Document dated [] for Private Placement of Unsecured, Redeemable, Non-Convertible Bonds Series- 62 DP Depository Participant EPS Earning Per Share FIs Financial Institutions FIIs Foreign Institutional Investors Financial Year/ FY Period of twelve months period ending March 31, of that particular year GoI Government of India/ Central Government HUF Hindu Undivided Family IBR IFCI Benchmark Rate Issuer/ IFCI/ Company IFCI Ltd. I.T. Act The Income Tax Act, 1961, as amended from time to time Listing Agreement Listing Agreement for Debt Securities executed between the Issuer and stock exchanges MoF Ministry of Finance NPAs Non-Performing Assets NRIs Non Resident Indians NSDL National Securities Depository Ltd.

IFCI BONDS – SERIES -62 – Offer Document

OCBs Overseas Corporate Bodies PAN Permanent Account Number PLR Prime Lending Rate Put Option Option with the investor for redeeming the Bonds before maturity on the Put Option Date Rs. Indian National Rupee RBI Reserve Bank of India RTGS Real Time Gross Settlement Registrar Registrar to the issue (in this case being – Link Intime India Pvt Ltd. (Only for electronic connectivity) SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time SEBI Debt Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended. Security The Debentures proposed to be issued under this Issue will be unsecured. .

TDS Tax Deducted at Source The Companies Act/ The Companies Act, 1956 as amended from time to time The Act The Issue/ The Offer/ Issue through Private Placement of upto 4,000 Unsecured, Redeemable, Non- Private Placement Convertible, Bonds Series-62 in the nature of debentures of face value Rs.10,00,000/- each for cash, for an issue size of Rs. 200 crore with option to retain oversubscription upto Rs. 200 crore aggregating up to Rs. 400 crore.

IFCI BONDS – SERIES -62 – Offer Document

II DISCLAIMER STATEMENT

GENERAL DISCLAIMER This Private Placement Offer Letter is neither a prospectus nor a statement in lieu of prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. It is prepared in accordance with SEBI Debt Regulations. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by the Issuer. This Private placement offer letter is not intended to be circulated to any person other than the Eligible Investors. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This private placement offer letter does not constitute and shall not be deemed to constitute an offer or a private placement of the Debentures under the Companies Act or to the public in general. The contents of this private placement offer letter should not be construed to be an offer within the meaning of Section 42 of the Companies Act.

DISCLAIMER OF THE ISSUER This Private Placement Offer Letter is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013. This Private Placement Offer Letter does not constitute an offer to public in general to subscribe for or otherwise acquire the Bonds to be issued by IFCI Corporation Limited (THE “ISSUER”). This Private Placement Offer Letter is for the exclusive use of the addressee and restricted for only the intended recipient and it should not be circulated or distributed to third party (ies). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to the Bonds issued by the Issuer. This bond issue is made strictly on private placement basis. Apart from this Private Placement Offer Letter, no offer document or prospectus has been prepared in connection with the offering of this bond issue or in relation to the issuer. This Private Placement Offer Letter 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 bonds issued by (THE “ISSUER”). This Private Placement Offer Letter has been prepared to give general information regarding IFCI Limited (THE “ISSUER”) to parties proposing to invest in this issue of Bonds and it does not purport to contain all the information that any such party may require. IFCI Limited (THE “ISSUER”) believes that the information contained in this Private Placement Offer Letter is true and correct as of the date hereof. IFCI Limited (THE “ISSUER”) does not undertake to update this Private Placement Offer Letter to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein with IFCI Limited (THE “ISSUER”). However, IFCI Limited (THE “ISSUER”) reserves its right for providing the information at its absolute discretion. IFCI Limited (THE “ISSUER”) accepts no responsibility for statements made in any advertisement or any other 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 are able to bear the economic risk of investing in Bonds. It is the responsibility of the prospective subscriber to have obtained all consents, approvals or authorizations required by them to make an offer to subscribe for, and purchase the Bonds. It is the responsibility of the prospective subscriber to verify if they have necessary power and competence to apply for the Bonds under the relevant laws and regulations in force. Prospective subscribers should conduct their own investigation, due diligence 5

IFCI BONDS – SERIES -62 – Offer Document and analysis before applying for the Bonds. Nothing in this Private Placement Offer Letter should be construed as advice or recommendation by the Issuer or by the Arrangers to the Issue to subscribers to the Bonds. The prospective subscribers also acknowledge that the Arrangers to the Issue do not owe the subscribers any duty of care in respect of this private placement offer to subscribe for the bonds. Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding, ownership and redemption of these Bonds and matters incidental thereto. This Private Placement Offer Letter is not intended for distribution. It is meant for the consideration of the person to whom it is addressed and should not be reproduced by the recipient and the contents of this Private Placement Offer Letter shall be kept utmost confidential. 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 bond 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 Placement Offer Letter has not been filed with Securities & Exchange Board of India (“SEBI”). The Bonds have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer Letter. It is to be distinctly understood that this Private Placement Offer Letter 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 Private Placement Offer Letter. The Issue of Bonds being made on private placement basis, filing of this Private Placement Offer Letter is not required with SEBI. However SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this Private Placement Offer Letter.

DISCLAIMER OF THE STOCK EXCHANGE(S) As required, a copy of this Private Placement Offer Letter has been submitted to the BSE Limited (“BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE and or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that Issuer’s securities will be listed or continue to be listed on the BSE nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of this 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.

IFCI BONDS – SERIES -62 – Offer Document

DISCLAIMER OF THE LEAD ARRANGER(S) AND ARRANGER(S) TO THE ISSUE

It is advised that the Issuer has exercised self due-diligence to ensure complete compliance of prescribed disclosure norms in this Private Placement Offer Letter. The role of the Lead Arrangers and Arrangers to the Issue (collectively referred to as “Arrangers”/ “Arrangers to the Issue”) in the assignment is confined to marketing and placement of the bonds on the basis of this Private Placement Offer Letter as prepared by the Issuer. The Arrangers have neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents of this Private Placement Offer Letter. The Arrangers shall use this Private Placement Offer Letter for the purpose of soliciting subscription from a particular class of eligible investors in the Bonds to be issued by the Issuer on private placement basis. It is to be distinctly understood that the aforesaid use of this Private Placement Offer Letter by the Arrangers should not in any way be deemed or construed that the Private Placement Offer Letter has been prepared, cleared, approved or vetted by the Arrangers; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Private Placement Offer Letter; nor do they take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Arrangers are not responsible for compliance of any provision of new Companies Act, 2013. The Arrangers or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this Private Placement Offer Letter. DISCALIMER OF THE RATING AGENCIES ICRA Ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA Ratings are subject to a process of surveillance, which may lead to revision in ratings. ICRA Ratings is a symbolic indicator of ICRA’s current opinion on the relative capability of the issuer concerned to timely service debts and obligations, with reference to the instrument rated. Please visit our website www.icra.in or contact any ICRA office for the latest information on ICRA ratings outstanding. All information contained herein has been obtained by ICRA from sources believed by it to be accurate and reliable, including the rated issuer. ICRA however has not conducted any audit of the rated issuer or of the information provided by it. While reasonable care has been taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of any kind, and ICRA in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. Also, ICRA or any of its group companies may have provided services other than rating to the issuer rated. All information contained herein must be construed solely as statements of opinion, and ICRA shall not be liable for any losses incurred by users from any use of this publication or its contents.

Brickwork Ratings (BWR) has assigned the rating based on the information obtained from the issuer and other reliable sources, which are deemed to be accurate. BWR has taken considerable steps to avoid any data distortion; however, it does not examine the precision or completeness of the information obtained. And hence, the information in this report is presented “as is” without any express or implied warranty of any kind. BWR does not make any representation in respect to the truth or accuracy of any such information. The rating assigned by BWR should be treated as an opinion rather than a recommendation to buy, sell or hold the rated instrument and BWR shall

IFCI BONDS – SERIES -62 – Offer Document not be liable for any losses incurred by users from any use of this report or its contents. BWR has the right to change, suspend or withdraw the ratings at any time for any reasons .

DISCALIMER OF THE TRUSTEE

The Debenture Trustee do not confer any guarantee and will not be responsible for any non- payment of interest and redemption and or any loss suffered or any claim made by debenture holder(s).

CONFIDENTIALITY The person who is in receipt of this private placement offer letter shall maintain utmost confidentiality regarding the contents of this private placement offer letter and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents of this private placement offer letter or deliver this private placement offer letter or any other information supplied in connection with this private placement offer letter or the Debentures to any other person, whether in electronic form or otherwise, without the consent of the Issuer. Any distribution or reproduction of this private placement offer letter in whole or in part or any public announcement or any announcement to third parties regarding the contents of this private placement offer letter or any other information supplied in connection with this private placement offer letter or the Debentures is unauthorized. Failure to comply with this instruction may result in a violation of the Companies Act, the SEBI Debt Regulations or other applicable laws of India and other jurisdictions. This private placement offer letter has been prepared by the Issuer for providing information in connection with the proposed Issue described in this private placement offer letter. CAUTIONARY NOTE By investing in the Debentures, the Eligible Investor(s) acknowledge that they: (i) are knowledgeable and experienced in financial and business matters, have expertise in assessing credit, market and all other relevant risk and are capable of evaluating, and have evaluated, independently the merits, risks and suitability of purchasing the Debentures, (ii) have not requested the Issuer to provide it with any further material or other information, (iii) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures, (iv) have made their own investment decision regarding the Debentures based on their own knowledge (and information they have or which is publicly available) with respect to the Debentures or the Issuer, (v) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures, (vi) are not relying upon, and have not relied upon, any statement, representation or warranty made by any person, including, without limitation, the Issuer, and (vii) understand that, by purchase or holding of the Debentures, they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures, including the possibility that they may lose all or a substantial portion of their investment in the Debentures, and they will not look to the Debenture Trustee or other intermediaries appointed for the Debentures for all or part of any such loss or losses that they may suffer.

IFCI BONDS – SERIES -62 – Offer Document

DISCLAIMER IN RESPECT OF JURISDICTION This private placement offer letter does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any disputes arising out of this Issue will be subject to the jurisdiction of the courts in New Delhi, India.

FORCE MAJEURE The Issuer reserves the right to withdraw the bid prior to the Issue Closing Date in accordance with the Operational Guidelines, in the event of any unforeseen development adversely affecting the economic and regulatory environment or otherwise.

IFCI BONDS – SERIES -62 – Offer Document

III. RISK FACTORS

Prospective investors should carefully consider the risks and uncertainties described below, in addition to the other information contained in this Information Memorandum before making any investment decision relating to the Issue. Investors must rely on their own examination of the Company and this Issue, including the risks and uncertainties involved.

INTERNAL RISK FACTORS

1. As a financial institution, the risk of default and non-payment by borrowers and other counterparties is one of the most significant risks which may affect our profitability and asset quality

Our loan portfolio consists of loans provided to large corporates, and medium/small scale enterprises, with the earlier segment constituting a significant portion of our portfolio. While large corporate customers are generally stable in their risk profile, the relatively large sized single ticket exposures to the same can impact profitability and result in NPAs on even a small number of defaults. The borrowers and/or guarantors and/or third parties may default in their repayment obligations due to various reasons including insolvency, lack of liquidity, prevailing market conditions and operational failure. Besides macroeconomic conditions, we face risks specific to each line of our business. Though the Company’s total provisioning against the NPAs, at present, may be considered adequate, to cover all the identified losses in the loan portfolio, there may not be any assurance that in the future, provisioning levels, though compliant with regulatory requirements, will be sufficient to cover all anticipated losses. This is because the Company may not be able to meet its recovery targets for NPAs set for a particular fiscal year, due to the general economic slowdown at both global and domestic levels and other factors mentioned above. In order to mitigate the risk of any delay in payments by our borrowers, as a matter of Policy, the Company maintains sufficient liquidity to service its debt payments becoming due during the quarter.

2. If we are unable to manage our growth effectively, our business, prospects, results of operations and financial condition could be adversely affected

Our business has grown in the past. We intend to continue to grow our business, though with caution, which could place significant demands on our operational, credit, financial and other internal risk controls. Our growth may also exert pressure on the adequacy of our capitalization, making management of asset quality increasingly important.

Our asset growth will be primarily funded by the issuance of new debt. We may have difficulty obtaining funding on suitable terms. Considering the extant regulatory framework, we cannot access public deposits, our liquidity and profitability are dependent on timely and adequate access to capital, including borrowings from banks. Considering the prevailing, negative sentiments about NBFC sector, Banks have been cautious in lending to NBFCs and may fix internal limits for their aggregate exposure to NBFCs, which may put strain on our ability to obtain adequate funding.

Increase in debt would lead to leveraging the balance sheet, exerting pressure on the financial covenants that we may be required to maintain under our various loan agreements. We cannot assure you that we would continue to be in compliance with loan agreements’ conditions. Any default under a loan agreement may lead to an adverse impact on our financial condition and results of operations. Further, our growth also increases the challenges involved in preserving a uniform culture, values and work environment; and developing and improving our internal administrative infrastructure. Addressing the challenges arising from our growth entails substantial senior level management time and resources and would put significant demands on our management team and other resources. As we grow and diversify, we may not be able to implement, manage or execute our strategy efficiently, which could adversely affect our business, prospects, results of operations, financial condition and reputation.

IFCI BONDS – SERIES -62 – Offer Document

3. Every default matters for us because of large ticket size of assets and relatively small balance sheet size. If certain assets become non-performing/stage 3, the quality of our asset portfolio may be adversely affected.

Our largest sector-wise exposures are currently in Power, Roads & Highways, Real Estate and Diversified Infrastructure sectors. Any negative trends or adverse developments in these sectors could increase the level of non-performing/stage 3 assets in our portfolio and adversely affect our business and financial performance. Though, our exposure to iron & steel has reduced significantly, credit losses on account of sector concentration risk in the other three sectors could adversely affect our business and financial performance and the price of our Bonds.

The Company has adopted all the exposure norms stipulated by RBI and for certain sensitive sectors, the Company has stipulated even stringent norms, within the norms stipulated by the regulator. At present a majority of our income is in the form of interest income received from our borrowers. Additionally, we expect good return from our investment in project equity in post implementation period of the concerned projects. Any default by our large borrowers and/or any difficulty in profitable exit from our equity investment for any reason may have an adverse impact on our liquidity position and results of operations.

4. If the level of non-performing/stage 3 assets in our portfolio were to increase, our business will be adversely affected

We expect the size of our asset portfolio to increase in future, and we may have additional non- performing/stage 3 assets on account of these new loans and sectoral exposures. If we are not able to prevent increases in our level of non-performing/stage 3 assets, our business, prospects, results of operations, financial condition and asset quality could be adversely affected.

5. The Company may experience delays in enforcing its collateral when borrowers default on their obligations to the Company, which may result in failure to recover the expected value of collateral security, exposing it to a potential loss.

A substantial portion of the Company’s loans to corporate customers are secured by real assets, including immovable property, plant and equipment, etc. In some cases, the Company may have taken further security of a first or second charge on fixed assets, a pledge of financial assets like marketable securities, corporate guarantees and personal guarantees. Although, in general, the Company’s loans are over-collateralized, an economic downturn, as being witnessed now, could result in a fall in relevant collateral values for the Company.

In India, foreclosure on immovable property generally requires a written petition to an Indian court or Tribunal. An application, when made, may be subject to delays and administrative requirements that may result, or be accompanied by, a decrease in the value of the immovable property. Security created on shares of a borrower can be enforced without court proceedings. However, there can be delays in realization in the event that the borrower challenges the enforcement in an Indian court and foreclosure and enforceability of collateral is stayed. Additionally, the realizable value of our collateral in liquidation may be lower than its book value. In a volatile equity market, the value and volume of pledged shares traded may fall significantly thereby reducing our security cover and we may not be able to sell the pledged shares to the extent and at the price we need to do to realise our loan recovery.

The Company may not be able to realize the full value on its collateral as a result of, among other factors, delays in bankruptcy and foreclosure proceedings, defects in the registration of collateral and fraudulent transfers by borrowers. A failure to recover the expected value of collateral security could

IFCI BONDS – SERIES -62 – Offer Document

expose the Company to a potential loss. Any unexpected loss could adversely affect the Company’s business, its future financial performance and the trading price of the listed Bonds.

6. We may not be able to access funds at competitive rates and such higher cost of borrowings could have a significant impact on the scale of our operations and on our profit margins

Our business needs would require us to raise funds through commercial borrowings. Our ability to raise funds at competitive rates would depend on our credit rating, regulatory, economic and financial markets environment in the country and on the price and availability of liquidity in the financial markets. Besides any domestic developments, changes in the international markets also affect the Indian interest rate environment, and may relatively impact our borrowing costs. A part of our borrowing is on floating interest rate basis, which may rise or fall in future depending on regulatory stance and prevailing market conditions. Any increase in interest rates would affect the NIM and profitability of the company adversely.

7. We are affected by volatility in interest rates for both our lending and treasury operations, which could cause our net interest income to decline and adversely affect our return on assets and profitability

Being a non-deposit accepting NBFC, our Company is exposed to higher interest rate risk compared to banks or deposit accepting NBFCs. Interest rates are highly sensitive to many factors beyond our control, including the monetary policies of the RBI, ongoing reforms in the financial sector in India, domestic and international economic and political conditions and other factors, including prevailing Covid-19 pandemic. Due to these factors, interest rates in India have historically experienced a relatively high degree of volatility.

If interest rates rise we may face difficulty in maintaining a low effective cost of funds, compared to our competitors, who may have access to low-cost deposit funds. Since, a portion of our borrowings are linked to market rates, we may have to pay interest at a higher rate as compared to other lenders. Fluctuations in interest rates may also adversely affect our treasury operations. In a rising interest rate environment, especially if the rise were sudden or sharp, we could be adversely affected by the decline in the market value of our securities portfolio and other fixed income securities. In addition, the value of any interest rate hedging instruments we may enter into in the future would be affected by changes in interest rates.

When interest rates decline, we are subject to higher re-pricing and prepayment risks as borrowers take advantage of the attractive interest rate environment. When assets are re-priced, our spread on our loans, which is the difference between our average yield on loans and our average cost of funds, could be affected. During periods of low interest rates and high competition among lenders, borrowers may seek to reduce their borrowing cost by asking lenders to re-price loans. If we re-price loans, our results may be adversely affected in the period in which the re-pricing occurs. If borrowers prepay loans, the return on our capital may be impaired as any prepayment premium we receive may not fully compensate us for the redeployment of such funds elsewhere. Our inability to effectively and efficiently manage interest rate variations may adversely affect our result of operations and profitability.

8. We make equity investments, which can be volatile and may not be recovered

The value of investments depends on the success of the operations and management and continued viability of the investee entities. We may have limited control over the operations or management of these entities and few of these investments are unlisted, offering limited exit options. Therefore, our ability to realize expected gains as a result of our equity investments is highly dependent on factors outside of our control. Write-offs or write-downs in respect of our equity portfolio could adversely affect our business, prospects, results of operations, financial condition and asset quality.

IFCI BONDS – SERIES -62 – Offer Document

9. The Company may not be able to detect money-laundering and other illegal or improper activities fully or on a timely basis, which could expose it to additional liability and harm its business or reputation

The Company is required to comply with applicable anti-money-laundering and anti-terrorism laws and other regulations in India. These laws and regulations require the Company, among other things, to adopt and enforce know-your-customer policies and procedures and to report suspicious and large transactions to the applicable regulatory authorities in different jurisdictions. While the Company has adopted policies and procedures aimed at detecting and preventing the use of its network for money- laundering activities and by terrorists and terrorist-related organizations and individuals generally, such policies and procedures may not completely eliminate instances where the Company may be used by other parties to engage in money-laundering and the relevant government agencies to whom the Company reports have the power and authority to impose fines and other penalties. In addition, the Company’s business and reputation could also suffer.

10. Devolvement of Contingent Liabilities could adversely impact the Company’s profitability Contingent liabilities, if devolved on the Company, may adversely affect the financial performance of the Company and the trading price of the listed Bonds.

11. The Company is involved in legal proceedings arising from its operations from time to time

The Company is involved in various litigations which have mostly arisen out of its operations, when the Company seeks to recover its dues from the borrowers. The Company is also involved in various legal cases by its customers, employees, seeking claims/compensation. The Company does not make provisions or disclosure in its financial investments where in its assessment, the risk is insignificant. Adverse decisions against the Company in major cases may affect its financial performance adversely.

12. Our transition to IND AS reporting could have a material adverse effect on our reported results of operations or financial condition.

Ministry of Corporate Affairs, in pursuance to the Budget has laid a roadmap for implementation of Indian Accounting Standards (Ind AS) converged with International Financial Reporting Standards (IFRS) for Non-Banking Financial Companies (NBFCs) wherein under Phase I, Ind AS based financial statements have been prepared for accounting periods beginning from April 1, 2018 onwards with comparatives for the periods ending March 31, 2018 or thereafter. The principles utilized for preparation of financial statements utilizing Ind AS are still evolving and may need some more time to firm up and stabilize. There can be no assurance that the financial condition, results of operations, cash flow or changes in shareholder’s equity of the Company will not appear materially different between two comparable periods under IND AS or under Indian GAAP. Though our Company has adopted IND AS reporting, it may encounter difficulties in the ongoing process of improvements and enhancing its management information systems.

13. System failures and infrastructure bottlenecks in computer systems may adversely affect our business and significant security breaches could adversely impact the Company’s business

Our business is highly dependent on our ability to process, on a daily basis, a large number of transactions. Our financial, accounting or other data processing systems may fail to operate adequately or may become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services. These circumstances could affect our operations and/or result in financial loss, disruption of our businesses and/or damage to our reputation. In addition,

IFCI BONDS – SERIES -62 – Offer Document

our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the localities in which we are located.

The Company seeks to protect its computer systems and network infrastructure from physical break-ins as well as security breaches and other disruptions caused by increased use of technology including the internet. Computer break-ins and power disruptions could affect the security of information stored in and transmitted through these computer systems and network infrastructure. Although the Company intends to continue to implement security technology and establish operational procedures to prevent break-ins, failed security measures could have a material adverse effect on the Company’s business, its future financial performance and the trading price of the Bonds.

14. We may face asset-liability mismatches, which could affect our liquidity position

The difference between the value of assets and liabilities maturing, in any time period category provides the measure to which we are exposed to the liquidity risk. However, a large portion of our liabilities have medium to long-term maturities and as of a recent data, our asset-liability cumulative gap is positive, up to six months period. Still, on account of unforeseen factors, the funding mismatches could happen, which could have an adverse effect on our business and future financial performance.

15. The current trading of our existing listed privately placed unsecured non-convertible bonds may not reflect the liquidity of the Bonds

We have issued several unsecured, non-convertible bonds from time to time, on private placement basis, which have been listed on BSE. There can be no assurance that an active public market for the Bonds will develop, and if such a market were to develop, there is no obligation on us to maintain such a market.

16. Changes in interest rates may affect the price of the Bonds

All securities where a fixed rate of interest is offered, such as the Bonds, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent to which prices increase or decrease is a function of the existing coupon, days to maturity and the extent to which prevailing interest rates increase or decrease.

EXTERNAL RISK FACTORS

17. Our access to liquidity is susceptible to adverse conditions in the domestic and global financial markets

The global credit markets have experienced, and may continue to experience, significant dislocations and liquidity disruptions, which have originated post Covid-19 pandemic. These and other related events have had and continue to have a significant adverse impact on the availability of credit and the confidence of the financial markets, globally as well as in India. There can be no assurance that we will be able to secure additional financing required by us on adequate terms or at all.

In response to such developments, legislators and financial regulators in India, have implemented a number of policy measures designed to add stability to the financial markets. However, the overall impact of these and other legislative and regulatory efforts on the financial markets is uncertain, and they may not have the intended stabilizing effects. In the event that the current difficult conditions in the global credit markets continue or if there is any significant financial disruption, such conditions could have an adverse effect on our business, prospects, results of operations and financial condition.

IFCI BONDS – SERIES -62 – Offer Document

18. A small part of the Company’s loans carry fixed interest rates for specific tenures which may differ from its funding sources and therefore interest rate fluctuations could impact the Company’s margins as well as profitability

Our Company’s business is largely dependent on interest income from our operations. We are exposed to interest rate risk principally as a result of lending to customers at interest rates and in amounts and for periods, which may differ from the funding sources (institutional/bank borrowings and debt offerings). We endeavour to match our interest rate positions to minimize our interest rate risk. Despite these efforts, there can be no assurance that significant interest rate movements will not have an effect on the results of our operations. Any adverse/unexpected movements in interest rates may affect our profitability.

19. Regulatory changes in India could adversely affect our business and competitiveness

We are subject to the Companies Act and are subject to supervision and regulation by the RBI and by the SEBI. In addition, we are subject generally to changes in Indian Law, as well as to changes in regulation and government policies and accounting principles. We also receive certain benefits from being notified as a public financial institution under Companies Act. Any amendments or other changes to the regulations governing us may require us to restructure our activities and/or incur additional expenses in complying with such laws and regulations and could materially and adversely affect our business, financial condition and results of operations.

20. A slowdown in economic growth could cause the Company’s business to suffer

The Company’s performance and the quality and growth of its assets are necessarily dependent on the health of the Indian economy as well as on global economic conditions. An economic slowdown, as being witnessed today, could adversely affect our business, including our ability to grow our asset portfolio, to maintain the quality of our assets and to implement our strategy. The domestic economy could also be adversely affected by a variety of domestic as well as global factors.

The current uncertain economic situation, in India and globally, could result in a further slowdown in economic growth, investment and consumption. A further slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where we have a relatively higher exposure could adversely impact our performance. Any such slowdown could adversely affect our business, prospects, results of operations and financial condition.

21. Our business may be adversely impacted by natural calamities or unfavourable climatic changes

In addition to the Covid-19 pandemic, India has experienced natural calamities such as earthquakes, floods, droughts and a tsunami in recent years. India has also experienced pandemics, including the outbreak of avian flu and swine flu. The extent and severity of these natural disasters and pandemics determine their impact on the economy and in turn their effect on the financial services sector of which our Company is a part. Prolonged spells of abnormal rainfall and other natural calamities could have an adverse impact on the economy which in turn could adversely affect our results of operations.

22. The Company faces increasing competition from other established banks and other NBFCs. The success of our business depends on our ability to face the competition The Company’s main competitors are established commercial banks and other NBFCs. Over the past few years, the infrastructure financing as well as long term loans area has seen the entry of banks, both public and private sectors as well as foreign. Banks have access to low cost funds which could enable them to offer finance to our customers at lower rates, thereby reducing our Company’s competitive ability for attracting quality customers.

IFCI BONDS – SERIES -62 – Offer Document

23. Financial instability in other countries could disrupt our business

The Indian market and the Indian economy are influenced by economic and market conditions in other countries. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the economy as a whole, in other countries, including India. A loss of investor confidence in the financial systems of other emerging markets may cause volatility in Indian financial markets and indirectly, in the Indian economy in general. Any worldwide financial instability could also have a negative impact on the Indian economy, including the movement of exchange rates and interest rates in India. In the event that the current difficult conditions in the global credit markets continue or if the recovery is slower than expected or if there any significant financial disruption, this could have an adverse effect on our cost of funding, loan portfolio, business, prospects, results of operations and financial condition.

24. Political instability or changes in the Government could adversely affect economic conditions in India and consequently, our business

The Government has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. Since 1991, successive governments have pursued policies of economic and financial sector liberalization and deregulation and encouraged infrastructure projects. The current Government, which came to power in May 2014. A significant change in the Government’s policies in the future, particularly in respect of the banking and finance industry and the infrastructure sector, could affect business and economic conditions in India. This could also adversely affect our business, prospects, results of operations and financial condition.

25. If regional hostilities, terrorist attacks or social unrest in India increases, our business could be adversely affected

India has from time to time experienced social and civil unrest and hostilities within itself and with neighbouring countries. India has also experienced terrorist attacks in some parts of the country. These hostilities and tensions and/or the occurrence of similar terrorist attacks have the potential to cause political or economic instability in India and adversely affect our business and future financial performance. India has also experienced social unrest in some parts of the country. If such tensions occur in other parts of the country, leading to overall political and economic instability, it could have an adverse effect on our business, prospects, results of operations and financial condition.

26. Difficulties faced by other banks, financial institutions or NBFCs or the Indian financial sector generally could cause our business to be adversely affected

We are exposed to the risks of the Indian financial sector which in turn may be affected by financial difficulties and other problems faced by Indian financial institutions. Certain Indian financial institutions have experienced difficulties during recent years particularly in managing risks associated with their portfolios and matching the duration of their assets and liabilities, and some co-operative banks have also faced serious financial and liquidity crises. Any major difficulty or instability experienced by the Indian financial sector could create adverse market perception, which in turn could adversely affect our business, prospects, results of operations and financial condition.

IFCI BONDS – SERIES -62 – Offer Document

IV. ISSUE STRUCTURE (SUMMARY)

IFCI PRIVATE PLACEMENT BONDS SERIES- 62

The following is a summary of terms of Series 62 bonds through private placement. The summary should be read in conjunction with, and is qualified in its entirety by, more detailed information in the section.

Security Name 9.40% IFCI Bond – PP 62

Issuer IFCI Limited

Type of Instrument Fixed rate, Unsecured, Rated, Taxable, Redeemable, Listed, Non- convertible Debentures

Mode of Issue Private placement

Listing (including Proposed to be listed on the BSE Limited (“BSE”) name of stock Exchange(s) where it will be listed and timeline for listing)

Proposed Rating of “[ICRA] BBB- (Negative)” by ICRA Ratings the Instrument “BWR BBB+ (Negative)” by Brickworks Ratings

Base Issue Size Upto ₹ 200 crore

Option to retain ₹ 200 Crore aggregating to Upto ₹ 400 crore oversubscription (Amount)

Objects of the issue The proceeds of this issue will be utilised by the company for its regular business activities including scheduled disbursements and onward lending by IFCI Limited

Issue proceeds will not be used for acquisition of land or for investing in Capital Markets and for purposes not eligible for bank finance as mentioned below :

(i) Bills discounted / rediscounted by the Issuer (ii) Investments of the Issuer both of current and long-term nature, in any company / entity by way of shares, debentures. (iii) Unsecured loans / inter-corporate deposits by the Issuer to / in any company. (iv) All types of loans and advances by the Issuer to their subsidiaries, group companies / entities. (v) Further lending to individuals for subscribing to Initial Public Offerings (IPOs) and for purchase of shares from secondary market.

The proceeds of this Issue shall not be used for any purpose, which may be 17

IFCI BONDS – SERIES -62 – Offer Document

in contravention of the government/RBI/SEBI/other regulatory guidelines Utilization of The proceeds of this issue will be utilised by the company for its regular proceeds business activities including scheduled disbursements and onward lending by IFCI Limited

Issue proceeds will not be used for acquisition of land or for investing in Capital Markets and for purposes not eligible for bank finance as mentioned below:

The proceeds of this Issue shall not be used for any purpose, which may be in contravention of the government/RBI/SEBI/other regulatory guidelines

CA certified end use of funds should be submitted by the company within one month of issuance of NCD Security / Seniority The debentures are unsecured and unsubordinated.

Eligible Investors 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. Provident Funds, Pension Funds, Gratuity Funds and Superannuation Funds authorised to invest in the Issue as per the then prevailing investment guidelines 6. 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; 7. Companies and Bodies Corporate authorized to invest in such Debentures/debentures; 8. Co-operative Banks and Regional Rural Banks authorized to invest in such Debentures/debentures; 9. Gratuity Funds and Superannuation Funds authorised to invest in the Issue as per the then prevailing investment guidelines; 10. Societies authorized to invest in Debentures/debentures; 11. Trusts authorized to invest in Debentures/debentures; 12. Foreign Institutional Investors and sub-accounts registered with SEBI or Foreign Portfolio Investors (not being an individual or family offices);

IFCI BONDS – SERIES -62 – Offer Document

Statutory Corporations/ Undertakings established by Central/ State legislature authorized to invest in Debentures/ debenture

Coupon Rate 9.40% p.a.

Step Up/Step Down N.A. Coupon Rate

Coupon Payment Annual Frequency

Coupon Payment Coupon Due Date Date 1st Coupon Tuesday, 29 June 2021

2nd Coupon Wednesday, June 29 2022

3rd Coupon Friday, 21 April 2023

Prinicipal Payment Friday, 21 April 2023

Coupon Type Fixed

Coupon Reset N.A.

Day Count Basis Interest shall be computed on an “actual/actual basis”. Where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis in accordance with SEBI circular No CIR/IMD/DF-1/122/2016 dated November 11, 2016. Interest 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) will be paid to the applicants on the application money for the Bonds for the period starting from and including the date of realization of application money in the Issuer’s account up to Interest on one day prior to the date of allotment. Since the Pay-In Date and the Deemed Application Money Date of Allotment fall on the same date, interest on application money shall not be applicable. Further, no interest on application money will be payable in case the Issue is withdrawn by the Issuer in accordance with the Operational Guidelines. The Issuer shall not be liable to pay any interest in case of invalid applications or applications liable to be rejected including applications made by person who is not an Eligible Investor. Default Interest In case of default in payment of Interest and/or principal redemption on the Rate due dates, additional interest of atleast @ 2% p.a. over the coupon rate shall be payable by the Company for the defaulting period.

Tenure 2 Years 9 months 23 days

Issuer Call NA Option/Call Option

IFCI BONDS – SERIES -62 – Offer Document

Put Option Date NA

Put Option Price NA

Call Option Date NA

Call Option Price NA

Put Notification NA Time

Call Notification NA Time

Redemption Date April 21, 2023

Redemption Redeemed at face value of Debentures Amount

Premium/Discount Not applicable to the Debentures on redemption

Issue Price ₹ 10 lakh per Debenture

Premium / Discount Nil at which security is issued and the effective yield as a result of such discount.

Face Value ₹ 10 lakh per Debenture

Minimum Application must be for a minimum size of INR 1 Crore (10 Debentures) Application and in and in multiple of INR 10 lakh (1 Debenture) thereafter. multiples of Debt securities thereafter

Bidding date June 26, 2020

Issue Timing

1. Issue Opening June 26, 2020 Date June 26, 2020 2. Issue Closing Date June 29, 2020 3. Pay-in Date 4. Deemed Date of June 29, 2020 Allotment Settlement Cycle T+1 (‘T’ being the bidding date as set out above)

No. of Applications N.A.

IFCI BONDS – SERIES -62 – Offer Document

Issuance mode of In Dematerialized mode the Instrument

Trading mode of the In Dematerialized mode Instrument

Settlement mode of Payment of interest and repayment of principal shall be made by way of the Instrument cheque(s)/ warrant(s)/ demand draft(s)/direct credit/ RTGS/ NECS/ NEFT or any other electronic mode offered by the Banks.

Manner of allotment The allotment will be done on uniform yield basis in line with BSE EBP Guidelines and SEBI EBP Circulars.

Manner of Settlement of the Issue will be done through Indian Clearing Corporation settlement Limited (ICCL) and the details are given in the section on Payment Mechanism of this Disclosure Document

Mode of Successful bidders are required to do the funds pay-in from their same bank Subscription account which is updated by them in the BSE Bond – EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE Bond -EBP Platform 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. Depository National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Security Creation NA

Effect of Holidays ‘Business day’ shall be the day on which money markets is functioning in Mumbai. If the interest payment date / redemption doesn’t fall on a business day, then payment of interest / principal amount shall be made in accordance with SEBI circular no. CIR/IMD/DF-1/122/2016 dated November 11, 2016 as amended from time to time.

If the interest payment day doesn’t fall on a business day, 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.

IFCI BONDS – SERIES -62 – Offer Document

It is clarified that Interest/redemption with respect to debentures, interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai.

If 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.

Record Date 15 days prior to each Coupon Payment Date/ Redemption date.

Reissuance and Our company shall have right to reissue or consolidate the Debentures under consolidation present series in accordance with applicable law

Transaction The Issuer has executed/ shall execute the documents including but not Documents limited to the following in connection with the Issue:

1. Letter appointing Trustees to the Debenture holders; 2. Debenture Trusteeship Agreement; 3. Debenture/Debenture Trust Deed; 4. Rating letter from BWR; 5. Rating letter from ICRA; 6. Tripartite Agreement between the Issuer; Registrar and NSDL for issue of Debentures in dematerialized form; 7. Tripartite Agreement between the Issuer; Registrar and CDSL for issue of Debentures in dematerialized form; 8. Letter appointing Registrar; 9. Listing Agreement with BSE Limited 10. Electronic bidding platform agreements with BSE EBP Additional 1.Default in Payment: In the event of delay in the payment of interest Covenants amount and/or principal amount on the due date(s), the Issuer shall pay additional interest of 2.00% per annum in addition to the respective Coupon Rate payable on the Debentures, on such amounts due, for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and upto but excluding the date on which such amount is actually paid. 2. Delay in Listing: The Issuer shall complete all the formalities and seek listing permission from stock exchange(s) within 20 (twenty) days from the Deemed Date of Allotment. In the event of delay in listing of Debentures beyond 20 (twenty) days from the Deemed Date of Allotment, the Issuer shall pay penal interest of 1.00% per annum over the respective Coupon Rate from the expiry of 30 (thirty) days from the Deemed Date of Allotment till the listing of Debentures to the Debenture holder(s). 3. If the Company fails to execute the trust deed within three months of the closure of the issue, the Company shall also pay interest of 2% p.a. to the debenture holder, over and above the agreed coupon rate, till the execution of the trust deed.

IFCI BONDS – SERIES -62 – Offer Document

Events of Default As specified in the Debenture Trust Deed

Remedies As mentioned in Debenture Trust Deed

Cross Default N.A.

Trustee Axis Trustee Services Ltd.

Registrars Link Intime India Pvt Ltd.

Role and The Trustees shall protect the interest of the Debenture holders as stipulated Responsibilities of in the Debenture Trust Deed and in the event of default by issuer in regard Debenture Trustee to timely payment of interest and repayment of principal and shall take necessary action at the cost of IFCI. No Debenture holder shall be entitled to proceed directly against IFCI unless the Trustees, having become so bound to proceed, fail to do so.

Conditions The subscription from investors shall be accepted for allocation and precedent to allotment by the Issuer subject to the following: subscription of 1. Rating letters from ICRA and BRW not being more than one month old Debentures from the issue opening date;

2. Seek a written consent letter from the Trustees conveying their consent to act as Trustees for the Debenture holders; 3. Consent letter of the Registrar & Transfer Agent for the Issue 4. Signed Disclosure Document 5. Certified copies of Board Resolutions

Conditions The Issuer shall ensure that the following documents are executed or subsequent to activities are completed as per permissible time frame: subscription of 1. Credit of demat account(s) of the allottee(s) by number of Debentures Debentures allotted within the stipulated time period from the Deemed Date of Allotment; 2. Making listing application to stock exchange(s) within 15 (fifteen) days from the Deemed Date of Allotment of Debentures and seeking listing permission within 20 (twenty) days from the Deemed Date of Allotment of Debentures pursuant to the SEBI Debt Regulations; 3. Execution of Debenture Trust Deed within time frame prescribed in the relevant regulations or act or rules etc. and submitting the same with stock exchange(s) within 5 (five) Working Days of execution for uploading on its website in pursuance of SEBI Debt Regulations. 4. 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, National Capital Territory of Delhi & Haryana with fee as provided in Companies (Registration Offices

IFCI BONDS – SERIES -62 – Offer Document

and Fees) Rules, 2014 and with Securities and Exchange Board of India, within stipulated time. ; 5. 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, National Capital Territory of Delhi & Haryana within fifteen (15) days of the Deemed Date of Allotment along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014; 6. Ensuring that the payment made for subscription to the Debentures is from the bank account of the person/ entity subscribing to the Debentures and keep record of the bank accounts from where payments for subscriptions have been received and in case of subscription to the Debentures to be held by joint holders, monies are paid from the bank account of the person whose name appears first in the Application Form

Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as applicable.

Type of Bidding Closed bidding

Allocation Option Uniform Yield

Governing Law and The Debentures are governed by and shall be construed in accordance with Jurisdiction the existing laws of India. Any dispute arising thereof shall be subject to the jurisdiction of courts of New Delhi.

IFCI BONDS – SERIES -62 – Offer Document

V. GENERAL INFORMATION

ISSUER INFORMATION

IFCI Ltd. was established in 1948 by an Act of Parliament and subsequently became a company under the Companies Act, 1956 in 1993. Our Company holds a certificate of registration dated August 18, 2009 bearing registration no.B-14.00009 issued by the RBI to carry on the activities of an NBFC under section 45 IA of the RBI Act, 1934. Corporate Identification Number of IFCI Limited is: L74899DL1993PLC053677 issued by the Registrar of Companies.

Registered/Corporate Office IFCI Ltd., IFCI Tower, 61 Nehru Place, New Delhi - 110 019

Compliance Officer Ms. Rupa Sarkar, Company Secretary IFCI Ltd., IFCI Tower, 61 Nehru Place, New Delhi - 110 019 Tel.: 011- 41732000; Email: [email protected]

CFO Ms. Jhummi Mantri, General Manager, IFCI Ltd., IFCI Tower, 61 Nehru Place, New Delhi - 110 019 Tel.: 011-41732000; Email: [email protected]

Arrangers to the Issue

1. SBI Capital Markets Limited.

Trustee Axis Trustee Services Limited, The Ruby, 2nd Floor, SW 29, Senapati Bapat Marg, Dadar West, Mumbai – 400028 Tel: 022-24252525/43252525, Fax: 022-2425420 Email: [email protected]

Axis Trustee Services Limited has given its consent to act as the Trustee to the proposed Issue and for its name to be included in this Information Memorandum. All remedies of the Bond holder(s) for the amount due on the Bonds will be vested with the Trustee on behalf of the Bond holders. The holders of the Bonds shall without any further act or deed be deemed to have irrevocably given their consent to and authorised the trustee to do inter-alia, all acts, deeds, and things necessary for servicing the Bonds being offered.

Registrar to the Issue (only for electronic connectivity purposes) Link Intime India (P) Ltd., C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083 Tel: 022-4918 6000, Fax: 022-4918 6060

Credit Rating Agencies of the Issuer

A. Brickwork Ratings India (P) Ltd. (“BRICKWORK”) – (Corporate Office: 3rd Floor, Raj Alkaa Park, 29/3 & 32/2 Kalena Agrahara, Bannerghatta Road, Bengaluru - 560 076). Brickwork Ratings has vide its letter No. BWR/NCD/MUM/CRC/VYD/0140/2020-2021 dated June 23, 2020 has assigned a credit rating of ‘BWR BBB+ /Negative’ for the Debentures to be issued in the proposed Issue.

IFCI BONDS – SERIES -62 – Offer Document

Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry very moderate credit risk.

B. ICRA Limited (“ICRA Ratings”) - (Building No. 8, 2nd Floor, Tower A, DLF Cyber City, Phase II, Gurgaon 122002). ICRA has vide its letter No. D/RAT/2020-21/I-57/5 dated June 17, 2020, has assigned a credit rating of "[ICRA]BBB- (Negative)” for the Debentures to be issued in the proposed Issue. Instruments with [ICRA]BBB- rating indicate moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk.

Copy of rating letter received and the rating rationale are enclosed as appendix to this Information Memorandum. The above rating is not recommendation to buy, sell or hold securities and investors should take their own decision. The Rating Agencies have the right to revise/suspend/withdraw the rating at any time on the basis of new information etc.

Statutory Auditors of the Issuer

MK Aggarwal & Co, 30 Nishant Kunj, Pitampura Opp Metro Pillar No 332, Delhi

AUTHORITY FOR THE ISSUE

The current Issue of bonds is within the overall borrowings limits set out in the resolution passed under section 180(1)(c) of the Companies Act, 2013 and rules made there under (as updated time to time). The Company can issue the bonds proposed by it in view of the present approvals and no further approvals in general from any Government Authority is required by it to undertake the proposed activity.

OBJECTS OF THE ISSUE

The proceeds of this issue will be utilised by the company for its regular business activities including scheduled disbursements and onward lending by IFCI Limited

Issue proceeds will not be used for acquisition of land or for investing in Capital Markets and for purposes not eligible for bank finance as mentioned below :

(vi) Bills discounted / rediscounted by the Issuer (vii) Investments of the Issuer both of current and long-term nature, in any company / entity by way of shares, debentures. (viii) Unsecured loans / inter-corporate deposits by the Issuer to / in any company. (ix) All types of loans and advances by the Issuer to their subsidiaries, group companies / entities. (x) Further lending to individuals for subscribing to Initial Public Offerings (IPOs) and for purchase of shares from secondary market.

The proceeds of this Issue shall not be used for any purpose, which may be in contravention of the government/RBI/SEBI/other regulatory guidelines

UTILISATION OF THE ISSUE PROCEEDS

The proceeds of this issue will be utilised by the company for its regular business activities including scheduled disbursements and onward lending by IFCI Limited.

IFCI BONDS – SERIES -62 – Offer Document

Issue proceeds will not be used for acquisition of land or for investing in Capital Markets and for purposes not eligible for bank finance as mentioned below:

The proceeds of this Issue shall not be used for any purpose, which may be in contravention of the government/RBI/SEBI/other regulatory guidelines

CA certified end use of funds should be submitted by the company within one month of issuance of NCD

FUTURE RESOURCE RAISING

IFCI will be entitled to borrow/raise loans or avail financial assistance both from domestic and international market as also issue Bonds/Equity Shares/Preference Shares/other securities in any manner ranking pari passu or otherwise and on terms and conditions as IFCI may think fit without the consent of or intimation to Bondholders or Trustees in this connection.

IFCI BONDS – SERIES -62 – Offer Document

VI. DETAILED TERMS OF ISSUE The following are the terms and conditions of Bonds being offered under this Offer Document for the proposed Issue.

1. Issue

IFCI Limited (“IFCI” or “Issuer” or “Company”) is offering for subscription, on private placement basis, unsecured, redeemable, non-convertible, bonds in the nature of debenture of Rs.10,00,000/- each for cash by way of private placement ('the Issue’).

2. Status of Bonds

The Bonds are Unsecured, Redeemable, Non-Convertible Bond in the nature of Debentures. The Bonds are fully paid up & unsecured and rank pari passu among themselves. The Bonds are free of any restrictive clauses. The Bonds cannot be used as collateral for any loan made by IFCI or any of its subsidiaries or affiliate.

3. Security

The Debentures proposed to be issued under this Issue are Unsecured, Redeemable, Non- Convertible Debentures.

4. Face Value & Issue Price

The face value of each Bond is Rs.10,00,000/-.

5. Application Size

As set out in the table ‘Issue structure summary’- Chapter IV, eligible investors can apply for minimum of 1 Debenture of ₹ 10,00,000 (Rupees Ten Lakhs) each and in multiple of 1 Debenture of ₹ 10,00,000 (Rupees Ten Lakhs) each thereafter

Subscription and Related Payments

(a) Subscription

This Issue will open for subscription and close on the dates indicated below:

Bidding Date: 26th June, 2020 Issue Opens on 29th June 2020 Issue Closes on 29th June 2020 Pay-in Dates on 29th June 2020

(b) Application amount

Application amount will be required to be made in full with the application. In case of any discrepancy between the number of bonds applied and application money paid, allotment shall be made on the basis of application money received, towards the category applied, subject to the

IFCI BONDS – SERIES -62 – Offer Document

application being valid in all other respects. 1 Debenture of ₹ 10,00,000 (Rupees Ten Lakhs) each and in multiple of 1 Debenture of ₹ 10,00,000 (Rupees Ten Lakhs) each thereafter.

Further, in case of allotment of lesser number of Bonds than the number applied for, the excess amount paid on Application shall be non-interest bearing and the same shall be refunded to the applicant.

Interest 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) will be paid to the applicants on the application money for the Bonds for the period starting from and including the date of realization of application money in the Issuer’s account up to one day prior to the date of allotment. Since the Pay-In Date and the Deemed Date of Allotment fall on the same date, interest on application money shall not be applicable. Further, no interest on application money will be payable in case the Issue is withdrawn by the Issuer in accordance with the Operational Guidelines.

The Issuer shall not be liable to pay any interest in case of invalid applications or applications liable to be rejected including applications made by person who is not an Eligible Investor.

Deemed date of allotment

Deemed date of allotment shall be 29th June 2020. All benefits relating to the Bonds, to the extent permitted by law, will be available to the investors from the Deemed Date of Allotment. “The actual allotment may occur on a date other than the Deemed Date of Allotment.”

6. Withdrawal of application by investors

Investors are allowed to withdraw their Application any time prior to closure of the Issue.

7. Basis of Allotment

The issuer reserves the right to reject any/all applications fully or partially at its sole discretion, without assigning any reason whatsoever.

8. Over-subscription amount

In case of over subscription over the issue size, the amount shall be refunded to the investors as may be decided by the Issuer.

9. Market Lot and Trading Lot of the Bonds

Market Lot shall currently be 1 (one) bond of Face Value of Rs. 10 lakh each.

Investors may note that only the bonds in dematerialised form can be traded on the Stock Exchange having electronic connectivity with depositories viz. NSDL/CDSL.

10. Listing

IFCI BONDS – SERIES -62 – Offer Document

The Bonds are proposed to be listed on BSE. IFCI shall make an application to the BSE to list the Bonds to be issued and allotted under this Information Memorandum and complete all the formalities relating to listing of the Bonds within reasonable time. In connection with listing of Bonds with BSE, IFCI hereby undertakes that:

• It shall comply with conditions of listing of Bonds as may be specified in the Listing Agreement with BSE. • Rating obtained by IFCI shall be periodically reviewed by the credit rating agency and any revision in the rating shall be promptly disclosed by IFCI to BSE. • Any change in rating shall be promptly disseminated to the holder(s) of the Bonds in such manner as BSE may determine from time to time.

In line with SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2012, in case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities, to the investor.

11. Record date

The record date for payment of interest and redemption of principal amount shall be 15 (fifteen) days prior to the Interest payment date or redemption date respectively.

12. Mode of transfer of Bonds

Debentures shall be transferred subject to and in accordance with the rules or procedures as prescribed by the NSDL, CDSL or Depository Participant of the transferor and 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 provisions of the Depositories Act and the Companies Act, Memorandum of Association and Articles of Association shall apply for transfer and transmission of Debentures.

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 or 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 Issuer.

Transfer of Debentures to and from NRIs or FPIs, in case they seek to hold the Debentures and are eligible to do so, will be governed by the then prevailing guidelines of RBI.

13. Interest

a. Rate of Interest:

9.40% p.a. (Payable Annually)

b. Frequency of Payment of Interest: Interest will be paid annually.

IFCI BONDS – SERIES -62 – Offer Document

c. Day Count Convention: Actual/Actual basis. This means, interest shall be computed on a 365 days-a-year basis on the principal outstanding on the Bonds. However, where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis, on the principal outstanding on the Bonds.

d. Interest on Application and Refund Money: Interest 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) will be paid to the applicants on the application money for the Bonds for the period starting from and including the date of realization of application money in the Issuer’s account up to one day prior to the date of allotment. Since the Pay-In Date and the Deemed Date of Allotment fall on the same date, interest on application money shall not be applicable. Further, no interest on application money will be payable in case the Issue is withdrawn by the Issuer in accordance with the Operational Guidelines. The Issuer shall not be liable to pay any interest in case of invalid applications or applications liable to be rejected including applications made by person who is not an Eligible Investor.

e. Tax Deduction at Source: Payment of interest will be subject to deduction of tax as per the Income Tax Act, or any statutory modification or re-enactment thereof, for the time being in force. As per the current tax laws, no income tax is deductible at source for payment of interest on bonds, if such bonds are listed and in demat form.

f. Default Rate of Interest: In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of 2% p.a. over the coupon rate will be payable by the Company for defaulting period (as per SEBI Debt Regulations, 2012).

14. Mode of Payment of Interest Payment on interest will be made by way of cheque(s)/ redemption warrants(s)/ demand draft(s)/ CREDIT through RTGS system in the name of the Debenture holders whose name appear on the list of Beneficial Owners given by Depository to IFCI whose names are registered on the register maintained by the Registrar as on the Record Date.

(a) Record Date:

The record date for the payment of interest or the Maturity Amount shall be 15 days prior to the date on which such amount is due and payable ("Record date").

(b) Effect of holidays on payment:

‘Business day’ shall be the day on which money markets is functioning in Mumbai. If the interest payment date / redemption doesn’t fall on a business day, then payment of interest / principal amount shall be made in accordance with SEBI circular no. CIR/IMD/DF-1/122/2016 dated November 11, 2016 as amended from time to time.

IFCI BONDS – SERIES -62 – Offer Document

It is clarified that Interest/redemption with respect to debentures, interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai.

Company IFCI Limited Face Value per bond (Rs.) 10,00,000 Date of Allotment June 29, 2020 IFCI Unsecured, Rated, Taxable, Redeemable, Non-Convertible Bonds in the Type of bond nature of Debentures Redemption April 21, 2023 Coupon Rate % p.a. (Payable Annually) 9.40% Frequency of Interest payment Annual Day Count convention Actual/Actual

Cash Flow (Per 10,00,000/- Face Value)

No Payment Cash Flow Due Date Payment Date of Days (In Rupees)

1st Coupon Tuesday, 29 June 2021 Tuesday, 29 June 2021 365 94,000.00

2nd Coupon Wednesday, June 29 2022 Wednesday, June 29 2022 365 94.000.00

3rd Coupon Friday, 21 April 2023 Friday, 21 April 2023 296 76,230.14

Principal 10,00,000.00

Payment Friday, 21 April 2023 Friday, 21 April 2023 -

15. Tenor & Redemption

2 Years, 9 months and 23 days from the date of allotment (Maturity on 21 April 2023 )

Redemption

The face value of the Bonds shall be redeemed at par, on the Redemption Date. The Bonds will not carry any obligation, for interest or otherwise, after the Redemption Date. The Bonds shall be taken as discharged on payment of the redemption amount by the Issuer on the Redemption Date to the registered Bondholders whose name appear in the Register of Bondholders on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Bondholders.

If the Redemption Date (also being the last Coupon Payment Date) of the Debentures 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 Debentures until but excluding the date of such payment. It is clarified that Interest/redemption with respect to debentures, interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai.

IFCI BONDS – SERIES -62 – Offer Document

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 name of the Debenture holders whose name appear on the list of Beneficial Owners given by Depository to IFCI whose names are registered on the register maintained by the Registrar as on the Record Date. The credit will be made in the bank account linked to the depository account only.

The Debentures shall be taken as discharged on payment of the redemption amount by IFCI 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 IFCI towards the Debenture holders. On such payment being made, IFCI shall inform NSDL/ CDSL/ Depository Participant and accordingly the account of the Debenture holders with NSDL/ CDSL/ Depository Participant shall be adjusted.

IFCI’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 IFCI will not be liable to pay any interest or compensation from the date of redemption. On crediting the amount to the Beneficiary(s) as specified above in respect of the Debentures, the liability of IFCI shall stand extinguished.

16. 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, IFCI 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). IFCI 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. IFCI 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.

17. Debenture Trustee

IFCI has appointed a Debenture Trustee for the Bondholders. IFCI and the Debenture Trustee will enter into a Debenture Trust Deed specifying, inter alia, the powers, authorities and obligations of the Debenture Trustee and the Company. All Bondholders 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 33

IFCI BONDS – SERIES -62 – Offer Document

Bonds as the Debenture Trustee may in their absolute discretion deem necessary or require to be done in the interest of the Bondholders. Any payment made by us to the Debenture Trustee on behalf of the Bondholders shall discharge us pro tanto to the Bondholders. The Debenture Trustee will protect the interest of the Bondholders in the event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at the Company’s cost.

18. Bondholder not a shareholder

The Bondholders will not be entitled to any of the rights and privileges available to the equity and preference shareholders of the Company.

19. Rights of Bondholders:

The Bonds shall not confer upon the holders thereof any rights or privileges including the right to receive notices or annual reports of, or to attend and/or vote, at a General Meeting of IFCI.

The Bonds comprising the present Private Placement shall rank pari passu inter se with the other unsecured debt without any preference to or priority of one over the other or others over them and shall also be subject to the other terms and conditions to be incorporated in the Agreement/Trust Deed(s) to be entered into by IFCI with the Trustee and the Letters of Allotment/Bond Certificates that will be issued. A register of Bondholders will be maintained and sums becoming due and payable in respect of the Bonds will be paid to the Registered Holder thereof.

The Bonds are subject to the provisions of the Act and the terms of this Information Memorandum. Over and above such terms and conditions, the Bonds shall also be subject to other terms and conditions as may be incorporated in the Agreement/Bond Trust Deed/Letters of Allotments/Bond Certificates, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by the Government of India and/or other authorities and other documents that may be executed in respect of the Bonds.

20. Modification of rights:

The rights, privileges and conditions attached to the Bonds may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Bonds or with the sanction of special resolution passed at a meeting of the concerned Bondholders, provided that nothing in such consent or sanction shall be operative against IFCI, where such consent or sanction modifies or varies the terms and conditions governing the Bonds, if the same are not acceptable to IFCI.

21. Notices

The communications to the bondholder(s) required to be sent by IFCI or the Trustees shall be deemed to have been given if sent by an ordinary post to the registered holder of the Bonds. All communications to be given by the bondholder(s) shall be sent by registered post or by hand delivery to the Registrar and Transfer Agents or to IFCI or to such person, at such addresses as may be notified by IFCI from time to time. 34

IFCI BONDS – SERIES -62 – Offer Document

All notices to the Bondholders required to be given by IFCI or the Debenture Trustee shall be published in one English language newspaper having wide circulation and one regional language daily newspaper each in Mumbai, Chennai, Delhi, Kolkata and Ahmedabad and/or, will be sent by post/courier to the registered Bondholders from time to time.

22. Loan against Bonds

The Bonds can be pledged or hypothecated for obtaining loans from scheduled commercial banks subject to rules, regulations, and restrictions of concerned banks. In accordance with the RBI guidelines applicable to the Company, it shall not grant loans against the security of the Bonds.

23. Right to Reissue Bond(s)

Subject to the provisions of the Act, where the Company has redeemed or repurchased any Bond(s), the Company shall have and shall be deemed always to have had the right to keep such Bonds alive without extinguishment for the purpose of resale or reissue and in exercising such right, the Company shall have and be deemed always to have had the power to resell or reissue such Bonds either by reselling or reissuing the same Bonds or by issuing other Bonds in their place. This includes the right to reissue original Bonds.

24. Future borrowings

IFCI shall be entitled to make further issue of secured or unsecured debentures and/or raise term loans or raise further funds from time to time from any persons, banks, financial institutions or bodies corporate or any other agency without the consent of, or notification to or consultation with the Bondholders or the Debenture Trustee.

25. Sharing of Information

The Company may, at its option, use its own, as well as exchange, share or part with any financial or other information about the Bondholders 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 nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

26. Issue of Duplicate Consolidated Bond Certificate(s)

If any Consolidated Bond Certificate is mutilated or defaced, it may be replaced by the Company against the surrender of such Consolidated Bond Certificates, provided that where the Consolidated Bond Certificates are mutilated or defaced, they will be replaced only if the certificate numbers and the distinctive numbers are legible.

If any Consolidated Bond Certificate is destroyed, stolen or lost then upon production of proof thereof to IFCI's satisfaction and upon furnishing such indemnity/security and/or documents as we may deem adequate, duplicate Consolidated Bond Certificate(s) shall be issued 27. Jurisdiction

The courts of Delhi shall have jurisdiction to settle any disputes which may arise out of or in connection with the Debenture Trust Deed or the Bonds and that accordingly any suit, action or 35

IFCI BONDS – SERIES -62 – Offer Document

proceedings (together referred to as "Proceedings") arising out of or in connection with the Debenture Trust Deed and the Bonds may be brought in the courts of Delhi.

The Bonds, the Debenture Trust Deed, the Tripartite Agreement and other relevant documents shall be governed by and construed in accordance with the laws of India. The Company in the Debenture Trust Deed will agree, for the exclusive benefit of the Debenture Trustee and the Bondholders, that the courts of Delhi are to have jurisdiction to settle any disputes which may arise out of or in connection with the Debenture Trust Deed or the Bonds (including a dispute relating to any non-contractual obligations arising out of or in connection with the Debenture Trust Deed and the Bonds and that accordingly any suit, action or proceedings arising out of or in connection with the Debenture Trust Deed and the Bonds may be brought in the courts of Delhi.

IFCI BONDS – SERIES -62 – Offer Document

VII. STATEMENT OF TAX BENEFITS

TAX BENEFITS UNDER THE INCOME TAX ACT, 1961

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 or legal counsel.

IFCI BONDS – SERIES -62 – Offer Document

VIII. PROCEDURE OF APPLICATION

WHO CAN APPLY Eligible investors:

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. Provident Funds, Pension Funds, Gratuity Funds and Superannuation Funds authorised to invest in the Issue as per the then prevailing investment guidelines 6. 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; 7. Companies and Bodies Corporate authorized to invest in such Debentures/debentures; 8. Co-operative Banks and Regional Rural Banks authorized to invest in such Debentures/debentures; 9. Gratuity Funds and Superannuation Funds authorised to invest in the Issue as per the then prevailing investment guidelines; 10. Societies authorized to invest in Debentures/debentures; 11. Trusts authorized to invest in Debentures/debentures; 12. Foreign Institutional Investors and sub-accounts registered with SEBI or Foreign Portfolio Investors (not being an individual or family offices); Statutory Corporations/ Undertakings established by Central/ State legislature authorized to invest in Debentures/ debenture

Individuals, HUF’s, Foreign Nationals are not allowed to invest

Application size

1 Debenture of ₹ 10,00,000 (Rupees Ten Lakhs) each and in multiple of 1 Debenture of ₹ 10,00,000 (Rupees Ten Lakhs) each thereafter

HOW TO APPLY:

All eligible Investors should refer the operating guidelines for issuance of debt securities on private placement basis through an electronic book mechanism as available on the website of BSE. Investors will also have to complete the mandatory know your customer verification process. Investors should refer to the EBP Guidelines in this respect. The application form will be filled in by each Investor and 38

IFCI BONDS – SERIES -62 – Offer Document uploaded in accordance with the SEBI regulatory and operational guidelines. Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK LETTERS in English as per the instructions contained therein. a) The details of the Issue shall be entered on the EBP Platform by the Issuer at least 2 (two) Business Days prior to the Issue opening date, in accordance with the Operational Guidelines. (b) The Issue will be open for bidding for the duration of the bidding window that would be communicated through the Issuer’s bidding announcement on the EBP Platform, at least 1 (one) Business Day before the start of the Issue opening date. Some of the key guidelines in terms of the current Operational Guidelines on issuance of securities on private placement basis through an EBP mechanism are as follows:

(a) Modification of Bid Investors may note that modification of bid is allowed during the bidding period / window. However, in the last 10 (ten) minutes of the bidding period / window, revision of bid is only allowed for improvement of coupon / yield and upward revision of the bid amount placed by the Investor.

(b) Cancellation of Bid Investors may note that cancellation of bid is allowed during the bidding period / window. However, in the last 10 minutes of the bidding period / window, no cancellation of bids is permitted.

(c) Multiple Bids Investors may note that multiple bid are permitted. Multiple bids by the Arranger to the Issue are permitted as long as each bid is on behalf of different Investors/ same Investors. Arranger to the Issue can put multiple bids for same Investor provided the total of all bids entered is not equal to or more than ₹15 Crore or 5% of the Base Issue Size, whichever is lower.

(d) Manner of bidding The Issue will be through closed bidding on the BSE EBP platform in line with the BSE EBP Guidelines and the SEBI EBP Circulars. (e) Manner of allotment The allotment will be done on uniform yield basis in line with the BSE EBP Guidelines and the SEBI EBP Circulars. (f) Manner of settlement Settlement of the Issue will be done through ICCL and the account details are given in the section on Payment Mechanism of this Information Memorandum. (g) Settlement cycle The process of pay-in of funds by investors and pay-out to Issuer will be done on T+1 day, where T is the Bidding Closing Date. (h) Offer or Issue of executed PPOAL to successful Eligible Investors The PPOAL along with the application form will be issued to the successful Eligible Investors, who are required to complete and submit the application form and part B of the PPOAL to the Issuer in order to accept the offer of Debentures. 39

IFCI BONDS – SERIES -62 – Offer Document

No person other than the successful Eligible Investors to whom the PPOAL has been issued by Issuer may apply for the Issue through the PPOAL and any application form received from a person other than those specifically addressed will be invalid. However, Eligible Investors should refer to the Operational Guidelines as prevailing on the date of the bid. Bids by the Arranger The Arrangers as mapped on BSE EBP platform by the issuer are allowed to bid on a proprietary, client and consolidated basis. At the time of bidding, the Arranger is required to disclose the following details to the BSE EBP Platform: (i) Whether the bid is proprietary bid or is being entered on behalf of an Eligible Investor or is a consolidated bid, i.e., an aggregate bid consisting of proprietary bid and bid(s) on behalf of Eligible Investors.

(ii) For consolidated bids, the Arranger shall disclose breakup between proprietary bid and bid(s) made on behalf of Eligible Investors.

(iii) For bids entered on behalf of Eligible Investors, the Arranger shall disclose the following:

(a) Names of such Eligible Investors;

(b) Category of the Eligible Investors (i.e. QIB or non-QIB); and

(c) Quantum of bid of each Eligible Investor. Provided that the Arranger shall not be allowed to bid on behalf of any Eligible Investor if the bid amount exceeds 5% (five per cent.) of the Base Issue Size or ₹15,00,00,000 (Rupees Fifteen Crores Only), whichever is lower (or such revised limits as may be specified in the Operational Guidelines from time to time). The names of successful arrangers along with respective amounts have been disclosed in the final private placement offer letter after the bidding. Withdrawal of Issue The Issuer may, at its discretion, withdraw the issue process on the conditions set out under the Operational Guidelines. Provided that the Issuer shall accept or withdraw the Issue on the BSE EBP Platform within 1 (one) hour of the closing of the bidding window, and not later than 6 pm on the Issue Closing Date. However, Eligible Investors should refer to the Operational Guidelines as prevailing on the date of the bid. If the Issuer has withdrawn the Issue, and the cut-off yield of the Issue is higher that the estimated cut-off yield disclosed to the BSE EBP Platform, the estimated cut off yield shall be mandatorily disclosed by the BSE EBP Platform to the Eligible Investors. The expression ‘estimated cut off yield’ means yield so estimated by the Issuer, prior to opening of issue on the BSE EBP Platform. The disclosure of estimated cut off yield by BSE EBP Platform to the Eligible Investors, pursuant to closure of the Issue, shall be at the discretion of the Issuer. However, Eligible Investors should refer to the Operational Guidelines prevailing on the date of the bid.

IFCI BONDS – SERIES -62 – Offer Document

Documents to be submitted along with application form

All the investors need to submit the certified true copies of the following documents, along with the application form:

a) Memorandum and Articles of Association/Documents governing constitution b) Resolution authorizing the investment c) Certified true copy of Power of Attorney, where applicable d) Certificate (in duplicate) issued by Income Tax Authorities- for investors seeking exemption from tax deduction at source or for deduction of tax at a lower rate on the interest on application money and/or on interest on bonds. e) Identification and specimen signatures of the authorized signatories duly certified by an appropriate authority. f) IT recognition from IT authority in respect of PF, Gratuity & Superannuation Benefit Trusts.

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of the mutual fund. The applications must clearly indicate the name of each scheme under which the Application has been made and should be accompanied by certified true copies of the following documents:

a) The Power of Attorney/appointment authority by Mutual Fund, as the case may be in favour of Asset Management Company, delegating the power to invest the funds on behalf of Mutual Fund. b) SEBI’s registration certificate of Mutual Fund c) Resolution/authority authorizing the officers to invest in the bonds by AMC. d) Certificate from AMC stating that the scheme for which investment is made is an approved scheme of mutual fund. e) Power of Attorney/appointment authority in favour of custodian by mutual fund, if any. f) PAN (otherwise exemption certificate issued by IT authorities). g) Identification & Specimen signatures of the authorized signatories, duly certified by an appropriate authority.

1. Applicants are requested to write their names, telephone no. and Application serial number on the reverse of the account payee cheque/draft by which the payments are made.

2. Applicants should ensure to make payment of the Application Amount by way of single cheque/DD/RTGS and not multiple cheques/DDs for a single Application Form.

3. Tax Deduction at Source: Applicants claiming receipt of interest on Application money without deduction of tax at source are required to submit a certificate under section 197 of the Income Tax Act. For availing the exemption from deduction of tax at source from interest on Bonds, the Applicants are required to submit valid relevant exemption/recognition certificate each financial year.

4. Category: All Applicants are requested to tick the relevant column “Category of Investor” in the Application Form.

For further instructions, please read the Application Form carefully.

Payment Instructions for Applicants:

Applications by Successful bidders

IFCI BONDS – SERIES -62 – Offer Document

Original application forms complete in all respects must be submitted to the Corporate Office of Issuer before the last date indicated in the Issue time table or such extended time as decided by the Issuer accompanied by details of remittance of the Application money. This Application will constitute the application required under section 42 of the Companies Act, 2013 and the PAS Rules. Successful bidders should ensure to do the funds pay-in from their same bank account which is updated by them in the EBP Platform while placing the bids. In case of mismatch in the bank account details between EBP Platform and the bank account from which payment is done by the successful bidder, the payment would be returned back. Payment should be made by the deadline specified by the EBP provider. Successful bidders should do the funds pay-in to the bank accounts of the clearing corporation of the relevant Exchanges (“Designated Bank Account”). Successful bidders must do the funds pay-in to the Designated Bank Account up to 10:30 am on the pay-in date (“Pay-in Time”). Successful bidders should ensure to do the funds pay-in from their same bank account which is updated by them in the BSE Bond EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE Bond EBP Platform and the bank account from which payment is done by the successful bidder, the payment would be returned back. Provided that, in case of bids made by the Arranger on behalf of eligible Investors, funds pay-in shall be made from the bank account of such eligible Investors.

Note: In case of failure of any successful bidder to complete the funds pay-in by the Pay-in Time or the funds are not received in the Designated Bank Account of the clearing corporation of the relevant Exchanges by the Pay-in Time for any reason whatsoever, the bid will liable to be rejected and the Issuer and/or the Arranger shall not be liable to the successful bidder. Cheque(s), demand draft(s), Money orders, postal orders will not be accepted. The Issuer assumes no responsibility for any applications lost in mail. The entire amount of ₹ 10 (ten) Lakhs per Bond is payable on application.

Applications not completed in the manner required 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.

The Applicant or in the case of an Application in joint names, each of the Applicant, should mention the PAN allotted under the I.T. Act or where the same has not been allotted, the GIR No. and the Income Tax Circle/Ward/District. In accordance with the provision of Section 139A (5A) of the I.T. 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 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. 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.

Signatures

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

Payment of subscription money for the Debentures should be made by the successful Eligible Investor as notified by the Issuer. Successful Eligible Investors should do the funds pay-in to the account of ICCL (“Designated Bank Account”). The Designated Bank Account information shall be displayed in the front end of BSE EBP Platform and the same shall also be available in the obligation file downloaded to Eligible Investors. 42

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Successful Eligible Investors must do the subscription amount payment to the Designated Bank Account on or before 10:30 a.m. on the Pay-in Date (“Pay-in Time”). Successful Eligible Investors should ensure to make payment of the subscription amount for the Debentures from their same bank account which is updated by them in the BSE EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE EBP Platform and the bank account from which payment is done by the successful bidder, the payment would be returned. Note: In case of failure of any successful bidders to complete the subscription amount payments by the Pay-in Time or the funds are not received in the ICCL’s Designated Bank Account by the Pay-in Time for any reason whatsoever, the bid will liable to be rejected and the Issuer shall not be liable to issue the Debentures to such successful bidders. Basis of Allocation Beginning from the issue opening date and until the day immediately prior to the Issue closing date, firm allotment against valid applications for the Debentures 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. According to the SEBI circular SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 allotment to the bidders on EBP shall be done on the basis of "Yield-time priority". Thus, allotment shall be done first on "yield priority" basis, however, where two or more bids are at the same yield, then the allotment shall be done on "time -priority" basis. Further, if two or more bids have the same yield and time, then allotment shall be done on " pro-rata" basis. If the proportionate allotment of Debentures to such applicants is not a minimum of one Debenture or in multiples of one Debenture (which is the market lot), the decimal would be rounded off to the next higher whole number if that decimal is 0.5 or higher and to the next lower whole number if the decimal is lower than 0.5. All successful applicants on the Issue closing date would be allotted the number of Debentures arrived at after such rounding off.

Rejection of Applications

The Company reserves it’s full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without assigning any reason thereof.

Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

• Applications by ineligible entities • Number of Bonds applied for is less than the minimum Application size • Applications not duly signed by the Applicant • Applications for a number of Bonds which is not in a multiple of one • Investor category not ticked • Bank account details not given • Amount remitted without supporting application form. • Applications by persons not competent to contract under the Indian Contract Act, 1872, as amended; • Applications submitted without supporting documents; • Application by stock invest; • Applications accompanied by cash; • Applications without PAN; • GIR number furnished instead of PAN; 43

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• In case no corresponding record is available with the Depositories that matches three parameters namely, name of the Applicant, the DP ID and the beneficiary’s account number.

The Company shall not be responsible for rejection of the Application on any of the technical grounds mentioned above and no interest will be paid on Application amount.

Application form received after the closure of the Issue shall be rejected.

In the event, if any Bond(s) applied for is/are not allotted, the Application monies of such Bonds will be refunded, as may be permitted under the provisions of applicable laws, without any interest.

Terms of Payment The full-face value of the Debentures applied for is to be paid along with the Application Form as set out above. Settlement Process The settlement process would be followed as per the relevant operating guidelines of SEBI on EBP.

Post-Allocation Disclosures by the EBP Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, coupon rate, ISIN, number of successful bidders, category of the successful bidder(s), etc., in accordance with the EBP circular issued by SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018, as amended. The EBP shall upload such data, as provided by the Issuer, on its website to make it available to the public.

Name of the proposed allottee’s and the percentage of post private placement capital that may be held by them Not applicable in case of issue of non-convertible debentures

Change in Control, if any, in the company that would occur subsequent to the private placement Nil

Number of persons to whom allotment on preferential basis / private placement/rights issue has been made during the year:

Particulars No. Of Number of Consideration Remarks Investors securities in ₹ issued Nil Nil Nil Nil Nil

Acknowledgements

No separate receipts will be provided by the Issuer for the Application money.

Tax Benefits to the Debenture holders of the Issuer 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 or legal counsel.

Guarantee or Letter of Comfort

This Issue is not backed by a guarantee or letter of comfort or any other document and/or letter with similar intent. 44

IFCI BONDS – SERIES -62 – Offer Document

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.

Depository Arrangement

We have made depository arrangements with NSDL and CDSL for this Issue and holding of the Bonds in dematerialised form. As per the provisions of the Depositories Act, the Bonds can be held in a dematerialised form, i.e., they shall be fungible and be represented by a statement issued through electronic mode. In this context:

(i) Two tripartite agreements have been signed: Tripartite Agreement between IFCI, Link Intime India (P) Ltd. and NSDL for offering depository option to the Bondholders and Tripartite Agreement, between IFCI, Link Intime India (P) Ltd. and CDSL for offering depository option to the Bondholders.

(ii) An Applicant shall seek the Allotment of Bonds only in electronic mode for the entire Bond;

(iii) An Applicant is required to apply for Bonds in the electronic form and is required to have at least one beneficiary account with any of the Depository Participants (“DPs”) of NSDL or CDSL, prior to making the Application.

(iv) An Applicant seeking Allotment of Bonds is required to fill in the details (including the beneficiary account number and DP ID) appearing in the Application Form.

(v) Bonds allotted to an Applicant will be credited directly to the Applicant’s respective beneficiary account(s) with the DP.

(vi) The names of the Applicants stated in the Application Forms are required to be identical to those appearing in the account details with the Depository.

(vii) Non-transferable Allotment advice/refund orders will be directly sent to the Applicant by the Registrar to the Issue.

(viii) In case of Allotment of Bonds, the address and other details of the Applicant as registered with his DP shall be used for all correspondence with the Applicant. The Applicant is therefore responsible for the correctness of his demographic details given in the Application Form vis-à-vis those with his DP. In case the information is incorrect or insufficient, IFCI would not be liable for losses, if any.

(ix) It may be noted that Bonds in electronic form can be traded only on the Stock Exchange having electronic connectivity with NSDL or CDSL. BSE, where our Bonds are proposed to be listed has connectivity with NSDL and CDSL.

(x) Interest or other benefits with respect to the Bonds held in dematerialised form would be paid to those Bondholders whose names appear on the list of beneficial owners given by the Depositories to us as on Record Date. In case of those Bonds for which the beneficial owner is not identified by the Depository as on the Record Date, we would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days.

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The trading of the Bonds shall be in dematerialised form only.

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 IFCI as on the Record Date 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, IFCI 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 IFCI. On receiving such intimation, IFCI 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

Any person who makes, in fictitious name, any application to a body corporate for acquiring, or subscribing to, the debentures, or otherwise induced a body corporate to allot, register any transfer of Debentures therein to them or any other person in a fictitious name, shall be punishable under the extant laws.

Letters of Allotment/ Refund Orders

IFCI reserves, in its absolute and unqualified discretion and without assigning any reason thereof, the right to reject any application in whole or in part. The unutilised portion of the application money will be refunded to the Applicant either electronically or by an account payee cheque/demand draft. In case the cheque payable at par facility is not available, IFCI reserves the right to adopt any other suitable mode of payment.

IFCI shall credit the allotted Bond to the respective beneficiary accounts/dispatch the Letter(s) of Allotment or Letter(s) of Regret/Refund Orders upto Rs.1,500/- by Ordinary Post/Speed Post and orders in excess of Rs.1,500/- by registered/speed post at the Applicant’s sole risk. Further,

(a) Deemed date of Allotment of the Bonds shall be June 29, 2020. (b) Credit to dematerialised accounts will be made within two Working Days from the date of Allotment;

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(c) In case of rejection of the application on account of technical ground or for any other reason, refund of application money without interest will be made within a period of 30 days from the date of allotment of the Bonds.

Governing Law & Jurisdiction

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

Investor relations and grievances redressal:

Arrangements have been made to redress investor grievances expeditiously as far as possible. IFCI endeavours 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 bonds applied for, amount paid on application and place where the application was submitted, may be addressed to Resources Department at the Registered & Corporate Office of IFCI Limited at IFCI Tower, 61 Nehru Place, New Delhi-110019, Tel No.: (011) 41732475, 41732000; Fax: 91-11- 26230029, 26230466; Email: [email protected]; [email protected]

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IX. ABOUT ISSUER - IFCI LIMITED

A. Overview

Name of the Issuer : IFCI Ltd. Registered & Corporate Office : IFCI Tower, 61 Nehru Place, New Delhi – 110019 Tel. No. : (011) 41732000/41732475 Fax No. : (011) 26230029, 26230466 Website : www.ifciltd.com E-mail : [email protected]; [email protected]

Background

IFCI Limited was established as The Industrial Finance Corporation of India in the year 1948 by an Act of Parliament to provide institutional finance for industrial development in the country. It was subsequently converted into Company in May 1993 after passing of the Industrial Finance Corporation (Transfer of Undertaking and Repeal) Act, 1993 by the Parliament of India. By virtue of this Repeal Act, the tax benefits, available to it under the Income Tax Act and Rules, as a statutory corporation, have been made available to it even after becoming a company. Subsequently, during the year 1999, its name was changed to IFCI Limited and fresh Certificate of Incorporation consequent upon Change in Name, was obtained from the Registrar of Companies, NCT of Delhi & Haryana. It was registered as a non-banking financial company with RBI during the year 1998, but was exempted from most of the regulatory guidelines for non-banking financial companies, being regulated as a financial institution. From August 2007 onwards, it is being regulated as a non-banking financial company. In December 2012, the convertible debt of Rs.923 crore of Government of India got converted into 92.30 crore equity shares of the Company at par on exercise of the option by the government. With this, the holding of Government of India became more than 55% of the paid-up equity capital of the Company. Further, in April 2015, Government of India acquired IFCI’s 6 crore preference shares of Rs.10 each from certain scheduled banks and consequently increased its holding from 47.93% to 51.04% of paid up share capital of IFCI. With this, IFCI Limited has become a Government company under u/s 2(45) of the Companies Act, 2013.

Its lending policies over the last 70 years of operations sought to achieve the primary objective of providing medium and long term assistance to the industrial sector and to fulfill the overall goal of industrial development in the country, while remaining initially within the limits of provisions of the Industrial Finance Corporation Act 1948 and after incorporation as a company, doing business as set out in the Memorandum and Articles of Association of the IFCI Limited. Since its inception, IFCI has been meeting the changing requirements of the clients through various schemes and financial products.

As the first development financial institution of India, IFCI has been instrumental in development of industry in the country in the immediate post-independence period when the Indian capital market was not developed and banks were not in a position to provide long term assistance. Initially, the funding of its resources was from Reserve Bank of India, Government of India, Bonds guaranteed by Government of India and from international multilateral agencies. Post conversion into a Company, the resources are being mobilized from the market through equity, bonds and loans. IFCI, at present, is a non-banking financial company as per the Reserve Bank of India Act, 1949. IFCI is also a notified public financial institution under Section 2(72) of the Companies Act, 2013. The management of its affairs is vested with the Board of Directors, the day to day operations being carried out by a pool of experienced professionals under the immediate supervision of the Managing Director & CEO.

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Key Operational and Financial Parameters on Consolidated Basis

Rs. in Crore As per Ind AS accounting Parameters In AS H1 Sep 19 FY 18-19 FY 17-18 FY16-17

Networth 5,181.49 5,356.67 5,888.93 5,239.28 Total Debt

Debt Securities 8,896.99 9,331.96 9,730.73 10,417.45

Borrowings 4,420.27 5,748.99 9,419.55 11,792.59

Subordinate debt 1,313.30 1,313.30 1,514.56 1,532.52

Other Financial Liabilities 4,527.94 4,291.22 4,243.82 4,264.85

Net Fixed Assets 1,086.19 1,041.56 1,052.80 1,053.14

Cash and Cash Equivalents 1,611.72 1,668.21 1,621.87 2,242.70

Investments 4,806.42 5,580.09 7,350.14 6,237.15

Loans 13,135.29 13,713.52 16,652.71 19,164.40

Other Assets 3,700.35 4,038.77 4,119.56 4,549.30 2711.34 Interest Income 1,012.20 2,199.72 2,778.59 # 2379.75 Finance Cost 778.02 1,802.70 2,144.46 # 1259.58 Impairment of Financial Instruments (464.26) 1,146.32 1,009.45 #

PAT # 25.60 (475.99) 417.94 (324.27)

# Figures indicated only for FY16-17 for Interest income, finance costs, Impairment and PAT are based on IGAAP

Key Parameters on Consolidated Basis Particulars September 2019 March 2019 March 2018 March 2017

Tier I Capital Adequacy Ratio (%)# 8.87 % 5.31 % 7.52% 11.21%

Tier II Capital Adequacy Ratio (%) # 4.43% 2.66 % 6.50% 5.50%

# Tier I and Tier II ratio as reported to RBI ( September 2019 and March 2019 are as per Ind AS and March 2018 and March 2017 as per IGAAP ) on standalone basis.

Key Operational and Financial Parameters on Standalone Basis 49

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Particulars Remarks Sep .2019 FY19 FY18 FY17

Gross NPA as % of Business Assets (Stage 3) Gross Stage 3 Assets/ Business Assets 70.33% 70.99% 56.33% 43.33%

ECL Provision (Stage 3) LGD % 49.17% 60.45% 64.22% 66.62%

Net NPA as % of Business Assets (Stage 3) Net Stage 3 Assets/Business Assets 35.75% 28.07% 20.16% 14.46%

Stage 1 & 2 Provision to Business Assets % ECL on Stage 1&2 Assets /Business Assets 1.89% 2.44% 3.07% 2.75%

Net NPA (After Stage 1,2 and 3 Provision) % Net Stage 3 Assets 6,134 5,140 4,557 3,614

Main Objects

The main objects as mentioned in the Memorandum of Association are: • To take over the Assets/Liabilities, rights, powers, authorities and privileges, business and functions of Industrial Finance Corporation of India, established under Industrial Finance Corporation Act, 1948. • To carry on the business of assisting enterprises in industrial and service sectors. • To provide financial assistance in the form of Short, Medium or Long Term Loans or Working Capital facilities or Equity Participation, individually or in syndicates and in any form/scheme as may be deemed expedient. • To subscribe to or purchase, underwrite, invest in and acquire and hold and to sell, dispose of shares, stocks, debentures, debentures-stock, bonds, obligations and securities, Commercial Paper, Certificate of Deposit or any other money instruments issued or guaranteed by any company or body corporate or a trust or a Registered Society or a Cooperative Society or by a person or association. • To lend money with or without security and to make advances upon, hold in trust, issue, buy, sell or otherwise acquire or dispose of on commission or otherwise any of the securities or of the kinds before mentioned or to act as agent for any of the above or the like purpose. • To guarantee and ensure the due payment, fulfilment and performance of contracts and obligations of any kind or nature. • To carry on the business of leasing and hire purchase finance company and to acquire to on lease or to provide on hire purchases basis ail types of industrial and office plant, equipment,- machinery, vehicles, buildings and real estate, required for manufacturing, processing, transportation and trading business and other commercial and service business. • To borrow or raise moneys by way of loans or otherwise both in rupees and foreign currencies or secure the payment of money by the issue, sale of debentures, debentures-stock, bonds, obligations, mortgages and securities of all kinds, either perpetual or terminable and either redeemable or otherwise and to charge or secure the same by trust or otherwise on the 50

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undertaking of the Company including its uncalled capital, or upon any specific property and rights, present and future, of the company or otherwise, howsoever. • To receive/invest moneys on deposit on such terms and conditions as may be deemed expedient in the interest of the Company. • To draw, make, accept, endorse, discount, rediscount, negotiate, execute and issue bills of exchange, promissory notes and other negotiable or transferable instruments. • To act as Trustees of any deeds constituting or securing any debentures, debenture-stock, or other securities or obligations and to undertake and execute any other trusts, and also to undertake the office of or exercise the powers of executor, administrator, receiver, treasurer, custodian and trust Corporation. • To provide consultancy and merchant banking services in or outside India. • To perform and undertake activities pertaining to ware housing, bill marketing, factoring, custodial services and related fields. • To set up trusts, under the Indian Trust Act for establishment of mutual funds, venture capital funds and funds of any kind and to carry on and to provide related services. • To set up investment company to buy, underwrite, invest in and acquire and hold shares, stocks, debentures, debenture stock, bonds obligations and securities issued or guaranteed by any company constituted or carrying on business in India and debentures, debenture- stock, bonds, obligations and securities issued or guaranteed by any Government, State, Commissioners, public body or authority, supreme, municipal, local or otherwise firm or person and to deal with sell, dispose of and turn to account the same provided always that no investment imposing unlimited liability on the Company shall be made. • To deal, transact, undertake, buy, sell foreign currencies as an authorised (Foreign Exchange) Dealer. • To carry on the business of Depository Participant and to provide related services.

Present Business Activities:

IFCI Ltd., being the first Development Financial Institution in the country, setup to cater to the long-term finance needs of the industrial sector. Since its inception, IFCI has been a catalyst in creating a robust industrial base for the country through modernization of Indian industry, export promotion, import substitution, nurturing sunrise industries etc. through commercially viable and market-friendly initiatives.

Loan Products:

In order to continue serving the needs of the Industry and society, IFCI offers the following products broadly categorized into three segments – Project Finance, Corporate Finance & Structured Finance spreading across industries, services and Agro based sectors.

Project Finance:

IFCI’s team of professionals with in-depth understanding of the sectoral dynamics, has been providing customized financial solutions to meet the growing & diversified requirement for different levels of the projects – greenfield projects, brownfield, diversification and modernisation of existing projects in infrastructure and manufacturing sectors.

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The various sectors covered under Project Finance are Power including Renewable energy, Telecommunications, Roads, Oil & gas, Ports, Airports, Basic Metals, Chemicals, Pharmaceuticals, Electronics, Textiles, Real Estate, Smart Cities & Urban Infrastructure etc.

Corporate Finance:

IFCI caters to the varied needs of diverse set of customers ranging across small, mid and large corporates. IFCI offers financial solutions in areas of corporate finance through Balance Sheet Funding, Loan Against Shares, Lease Rental Discounting, Promoter Funding, Long Term Working Capital requirements, Capital Expenditure and regular Maintenance Capex.

IFCI also offers a Short Term Loan product (tenure upto 1 year) to meet various business requirements including bridge financing and short term working capital requirements.

Syndication & Advisory:

IFCI has taken an initiative to provide customized corporate advisory services and facilitating the financial re-engineering of various corporate houses and companies. We assimilate the inputs gathered from our vast and rich experience of project appraisal, documentation, syndication, product design in providing a customized comprehensive end to end financial solution for Corporates. We further carry out debt and equity syndication and advisory services for our client companies.

In the area of providing customized corporate advisory services, IFCI has been able to secure new assignments relating to financial/investment appraisal, business reengineering and advisory activities.

Structured Products:

IFCI also provides financing solutions to its clients through Structured Debt/Mezzanine products and assists in providing optimal financing solutions for various requirements such as sponsor financing, acquisition financing, pre-IPO financing and Off-Balance Sheet Structured Solutions amongst others.

Other Fee Based Services:

IFCI has been managing the Sugar Development Fund (Rs. 2,500 Cr) of Government of India where in the disbursement of funds to the eligible sugar manufacturing companies and recovery from such companies and financial appraisal of such companies’ sugar projects are undertaken for a management fee from GOI.

Government of India has, in the interim budget for FY 2014-15, provided Rs.200 crore towards a venture fund for assistances to persons belonging to scheduled Caste, for being managed by IFCI. IFCI has committed a contribution of Rs.50 Crore as Lead investor and sponsor of the fund. IFCI Venture Capital Funds Limited (IVCFL) is the investment manager of the fund and the fund has been operationalized. A fund for Back ward classes also was created by Government.

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Currently, IFCI is managing theses social and industrial upliftment schemes through venture Funds to the tune of Rs. 700 Cr for Scheduled Caste and Backward Class entrepreneurs as well as Credit Enhancement Guarantee Scheme (Rs. 200 Cr) for Scheduled Castes.

Apart from the social and industrial upliftment schemes, IFCI has been managing schemes for encouraging for manufacturing in the Electronics System Design & Manufacturing (through M-SIP (Rs. 10,000 Cr.) of Ministry of Electronics and Information Technology etc. IFCI has also been appointed the Nodal Agency for the recently notified (April 1, 2020) GOI Schemes such as the Production Linked Incentive Scheme (PLI) for Large Scale Electronics Manufacturing( Rs. 40,951 Cr) and Scheme for Promotion of Manufacturing of Electronic Components and Semiconductors (SPECS) (Rs. 3,285 Cr).

Corporate Structure IFCI Ltd. is professionally managed by Board of directors (Composition mentioned on next page) with the help of various departments as Credit, Treasury & Resources, NPA resolution, Accounts, Administration & Human resources. Besides the corporate office located at Delhi, IFCI has 6 regional offices.

Subsidiaries and Associates

As a holding company, IFCI has six subsidiaries viz. Stock holding Corporation of India Limited, IFCI Venture Capital Funds Ltd. (IVCF), IFCI Financial Services Ltd. (IFIN), IFCI Infrastructure Development Ltd. (IIDL), IFCI Factors Ltd. (IFL) and MPCON Ltd. (MPCON), of which IIDL is a 100% subsidiary. These entities have seven stepdown subsidiaries. The entities, managed by professional Boards, have potential for growth in their respective areas. Sr. Subsidiaries of IFCI Step-down subsidiaries No. 1. Stock Holding Corporation of India Limited 1(a). Stockholding Document (SHCIL) Management Solution Ltd. (SDMSL) 1(b). SHCIL Services Ltd. (SSL) 1(c). Stock Holding Securities IFSC Limited (SSIL) 2. IFCI Financial Services Ltd. (IFIN) 2(a). IFIN Commodities Ltd. (ICOM) 2(b). IFIN Credit Limited (ICL) 2(c). IFIN Security Finance Ltd. (ISFL) 3. IFCI Infrastructure Development Ltd. (IIDL) 3(a). IIDL Realtors Pvt. Ltd. (IIDL) 4. IFCI Venture Capital Funds Ltd. (IVCF) 5. IFCI Factors Ltd. (IFL), and 6. MPCON Ltd.

During the course of its existence, IFCI established many other organizations of national and social importance like Management Development Institute (MDI), Information & Credit Rating Agency of India Ltd. (ICRA), Asset Care & Reconstruction Enterprise Ltd. (ACRE), Institute of Leadership Development (ILD){previously known as Institute of Labour Development}, Tourism Finance Corporation of India Ltd. (TFCI). IFCI has also taken part in establishment of National Institutions like National Stock Exchange of India Ltd. (NSE), Clearing Corporation of India Ltd. (CCIL), Securities Trading Corporation of India Ltd. (STCI), GIC Housing Finance Ltd., Entrepreneurship Development Institute of India (EDII) and various Technical Consultancy Organizations (TCOs), OTC Exchange of 53

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India (under voluntary liquidation), Biotech Consortium India Ltd. and continues to hold stakes in most of these organizations.

B. Major events including Capital Restructuring

Share Capital: : IFCI started its operations with an initial equity share capital of Rs.5 crore in 1948- 49. With the formation of IDBI in 1964, the shares of IFCI, originally subscribed by the Government of India and Reserve Bank of India, were transferred to IDBI and the stake of IDBI was increased to 50% subsequently through additional acquisition. The share capital was gradually increased to Rs.10 crore by 1973 and Rs.202.50 crore by June 1993. After incorporation as a company, IFCI came out with its public issue in December 1993 and its equity capital stood at Rs.339.07 crore as at the end of March 1994, whereby, the shareholding pattern became diversified with the general public holding a substantial portion. Subsequently, through a rights issue in the year 2000-01, its equity share capital was increased to Rs.638.67 crore.

During the year 2007-08, a major portion of the Zero Coupon Convertible Debentures was converted into equity shares of IFCI through exercise of the option by the holders and the equity share capital increased to Rs.737.84 crore as on March 31, 2010. The optionally convertible debentures of Rs. 923 crore held by Government of India were converted into equity shares at par during the quarter ended Dec 31, 2012, thereby raising the total paid up equity capital of IFCI to Rs.1662.04 crore and the holding of IFCI in this paid up equity capital, to more than 55%. The equity capital of IFCI as on March 31, 2016 is Rs.1662.04 crore.

Subsequently, during the FY 2017-18, the Government of India infused further equity capital of ~ ₹100 crore against allotment of 3,39,55,857 number of equity shares issued on preferential basis on March 31, 2018. Post allotment of aforesaid equity shares, the shareholding of GOI stood to 56.42% of the paid up equity share capital. The paid–up equity share capital of IFCI as on March 31, 2018 increased to ₹1695.99 crore.

Thereafter, during the FY 2020-21, IFCI allotted additional 20,00,00,000 number of equity shares aggregating to ₹ 200 crore on May 21, 2020. Post allotment of equity shares to Government of India, the shareholding of GOI stood 61.02% of the paid up equity share capital of the Company and the paid- up equity share capital of IFCI stood at ₹1895.99 crore.

Investments/Disinvestments

During the financial year 2011-12 and 2013-14, IFCI acquired the entire stake of ICICI Bank Ltd. of 16.96 % and entire stake of 18.95% of IDBI Bank, respectively, in Stock Holding Corporation of India Ltd. (SHCIL). With this, IFCI has a majority stake of 52.86% in SHCIL, which has become a subsidiary of IFCI. SHCIL, which was promoted by All India Financial Institutions and Insurance Companies including IFCI, apart from being a Depository Participant and Custodian, Stock Broker, is the major provider of E-Stamping and Document Digitisation in the country.

ACRE, ICRA and TFCI promoted by IFCI were associate companies of IFCI, however, presently IFCI’s entire shareholding in these entities stands disinvested. IFCI sold its entire stake in associate TCOs like RAJCON, HIMCON, HARDICON and NITCON in the recent past. During the FY 2019- 20, entire IFCI’s stake in NSE (promoted by IFCI) was also sold to different investors, thus presently IFCI doesn’t hold any shareholding in NSE. The process has produced significant liquidity in the NBFC.

C. Board of Directors

The composition of the Board of Directors of the Company as on the date of this private placement 54

IFCI BONDS – SERIES -62 – Offer Document offer letter stood as under: Name, Designation, Director Director Age Other Companies in Residential Address, since Identificati in which Directorship held Nationality, Occupation on Number Year (DIN) s Name - Dr. Emandi Sankara Rao 17-08- 05184747 59 Stock Holding Corporation Designation - Managing 2017 of India Limited Director & Chief Executive Director IFCI Factors Limited Address: IFCI Tower, 61 Nehru Place, New Delhi – 110019 IFCI Venture Capital Funds Nationality - Indian Limited Occupation – Service IFCI Infrastructure Development Limited Name - Shi Anand Madhukar 18-09- 08563286 47 UCO Bank Designation – Non-Executive 2019 Director India Infrastructure Finance (Government Nominee) Company Limited Address: Department of Financial Services, Jeevan Deep National Housing Board Building, Parliament Street, New Delhi – 110001 India Infrastructure Finance Nationality – Indian Company (UK) Limited Occupation – Services

Name – Dr. Bhushan Kumar 21-05- 08135512 55 Central Bank of India Sinha 2018 Designation – Non-Executive Director (Government Nominee) Address: Department of Financial Services, Jeevan Deep Building, Parliament Street, New Delhi – 110001 Nationality – Indian Occupation – Services

Name - Prof. Narayanaswamy 30-10- 00181842 70 Data Security Council of Balakrishnan 2017 India Designation – Non-Executive Director Indian Institute of Address: Indian Institute of Information Technology Science, Bangalore – 560012 and Management Kerala Nationality – Indian Occupation – Professor Equitas Small Finance Bank Limited Name - Prof. Arvind Sahay 30-10- 03218334 55 Brandscapes Consultancy Designation – Non-Executive 2017 Private Limited Director Address: Indian Institute of Gujarat Narmada Valley Management, Vastrapur, Fertilizers & Chemicals Ahmedabad – 380015 Limited Nationality – Indian

IFCI BONDS – SERIES -62 – Offer Document

Name, Designation, Director Director Age Other Companies in Residential Address, since Identificati in which Directorship held Nationality, Occupation on Number Year (DIN) s Occupation - Professor HIL Limited

Details of change in directors since last three years (as on the date of this private placement offer letter):-

S. No. Name and Designation Date of Date of Cessation Joining/ Appointment 1. Shri Sunil Kumar Bansal 04-06-2020 ----- Whole Time Director designated as Deputy Managing Director 2. Shri Ravi Chaudhary 10-01-2020 18-03-2020 Additional Director 3. Ms. Kiran Sahdev 24-10-2013 29-11-2019 Non-Executive Director 4. Shri Anand Madhukar 18-09-2019 ----- Non-Executive Government Nominee Director 5. Shri Anshuman Sharma 01-07-2016 09-09-2019 Non-Executive Government Nominee Director 6. Shri Bhushan Kumar Sinha 21-05-2018 ----- Non-Executive Government Nominee Director 7. Shri R N Dubey 15-07-2016 01-04-2018 Non-Executive Government Nominee Director 8. Shri Sanjeev Kaushik 12-12-2016 12-12-2017 Whole Time Director designated as Deputy Managing Director 9. Prof. Narayanaswamy Balakrishnan 30-10-2017 ----- Non-Executive Director 10. Prof. Arvind Sahay 30-10-2017 ----- Non-Executive Director

Prof. Arvind Sahay 12-09-2014 12-09-2017 Independent Director 11. Dr. Emandi Sankara Rao 17-08-2017 ----- Managing Director & Chief Executive Officer 12. Shri S V Ranganath 01-04-2014 01-04-2017 Independent Director 13. Smt. Savita Mahajan 01-04-2014 01-04-2017 Independent Director 14. Shri K S Sreenivasan 01-04-2014 01-04-2017 Independent Director

D. Auditors- i. Details of the auditors of the Company :-

IFCI BONDS – SERIES -62 – Offer Document

Name Address Auditor Since MK Aggarwal & Co 30 Nishant Kunj 01/08/2019 Pitampura Opp Metro Pillar no 332 (For the year Delhi 2019-20)

ii. Details of change in auditors since last 3 years :-

S No. Name Address Date of Date of Cessation Appointment/ Resignation 1 MK Aggarwal & Co 30 Nishant Kunj 01/08/2019 NA Pitampura Opp Metro Pillar (For the year no 332 2019-20) Delhi 2 KPMR & Associates 211 Delhi Chamber 13/07/2017 01/08/2019 Delhi Gate ( for the year 2018-19, 2017- 18)

FINANCIAL POSITION OF THE COMPANY

D. Details of Share Capital

Table I: The shareholding pattern as on March 31, 2020, as under: - Particulars Total No. of Equity Shareholding Shares as % of total no. of equity shares President of India 956955857 56.42% Mutual Funds/UTI 283147 0.02% FI/Banks* 92671748 5.46% Insurance Companies 103398758 6.10% Foreign Institutional Investors 59342387 3.50% Bodies Corporate and Trust & Foundation 57775608 3.41% Individuals & HUFs & IEPF 413405035 24.37% NRI & OCB 12160552 0.72% Total 169,59,93,092 100.00 * Includes Nationalised Banks, Other Banks, Foreign Banks and Financial Institutions

(i) The capital structure of the company in the following manner in a tabular form-

(1) (a) the authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value) - As on 31/03/2020

IFCI BONDS – SERIES -62 – Offer Document

(Amount in crore)

Share Capital Equity Preference Total No. of Total No. of Total No. of Total securities Amount securities Amount securities Amount (Rs Cr) (Rs Cr) (Rs Cr)

Authorized 2000000000 2000 - - 2000000000 2000 Issued 1763240546 1763.24 - - 1763240546 1763.24 Subscribed 1697309792 1697.31 - - 1697309792 1697.31 Paid up 1695993092 1695.99 - - 1695993092 1695.99 Equity/Preference shares of Rs.10/- each

(b) Size of the present offer- Base Issue Size of Rs. 200 crore with option to retain over subscription aggregating to Rs. (Unsecured, Redeemable, Non-convertible Bonds in the nature of Debentures)

(A) After the offer- No change (as the issuance if NCDs and not shares)

(B) After conversion of convertible instruments (if applicable)- No change

(d) Share Premium account (before and after the offer)- No change

Table III: Changes in capital structure as on March 31, 2020 for the last five years are given below:- Date of Change Paid-up capital (as on Particulars (AGM/EGM) March 31 of respective year) Rs. in crore 07-03-2018 (EGM) 16959930920 • Preferential Allotment of 33955857 number of equity shares to Government of India. The equity shares were subsequently allotted on March 31, 2018 by the Committee of Directors. Note: The Company had received Rs. 200 crore on March 23, 2020 as share application money against allotment of equity shares on preferential basis from the Promoter of the Company i.e. Government of India. The allotment was subsequently approved at the EGM held on May 20, 2020.

(i) FINANCIAL POSITION OF THE COMPANY

Existing Paid up capital- As on 31/03/2020 (Rs. in crore) Equity Preference Total Rs. 1695.99 crore - Rs. 1695.99 crore

Details of existing equity share capital:

IFCI started its operations with an initial equity share capital of Rs.5 crore in 1948-49. With the formation of IDBI in 1964, the shares of IFCI, originally subscribed by the Government of India and Reserve Bank of India, were transferred to IDBI and the stake of IDBI was increased to 50% subsequently through additional acquisition. The share capital was gradually increased to Rs.10 crore by 1973 and Rs.202.50 crore by June 1993. After incorporation as a company, IFCI came out with its public issue in December 1993 and its equity capital stood at Rs.339.07 crore as at the end of March 58

IFCI BONDS – SERIES -62 – Offer Document

1994, whereby, the shareholding pattern became diversified with the general public holding a substantial portion. Subsequently, through a rights issue in the year 2000-01, its equity share capital was increased to Rs.638.67 crore.

During the year 2007-08, a major portion of the Zero Coupon Convertible Debentures was converted into equity shares of IFCI through exercise of the option by the holders and the equity share capital increased to Rs.737.84 crore as on March 31, 2010. The optionally convertible debentures of Rs. 923 crore held by Government of India were converted into equity shares at par during the quarter ended Dec 31, 2012, thereby raising the total equity capital of IFCI to Rs.1662.04 crore and the holing of IFCI in this equity capital, to 55.53%. The equity capital of IFCI as on March 31, 2016 is Rs.1662.04.

Allotment details since 2008:

Date of No. of Equity Face Issue Consideration Nature of Allotment Remarks Allotment Shares as on Value Price (`) (Cash, other /Allotted (`) than cash, etc.) January 12,37,37,735 10/- 107/- Zero coupon Conversion of - 16, 2008 bonds ZCOCDs into equity April 15, (2,45,76,166) 10/- 107.00/- Zero coupon Reduction of equity Reduction in equity and 2009 bonds shares on account of share premium account (Reduction conversion of Equity of equity) Shares into Zero Coupon Bonds

October 40,00,00,000 10/- 10/- 9.75% Conversion of `400.00 Exercise of option of 17, 2012 Unsecured crore UCDs into conversion by GOI Convertible Equity at par by Govt. Debentures of India (GOI) (UCDs)

December 52,30,00,000 10/- 10/- 0.1% Conversion of `523.00 Exercise of option of 20, 2012 Optionally crore OCDs conversion by GOI Convertible into Equity at par by Debentures Govt. of India (OCDs) March 25, ESOP A - ESOP ESOP Cash Allotment as per the Employee Stock Option 2013 9,82,332 A - A – Scheme 2011 10/- 17.55/- ESOP B - ESOP ESOP B 2,17,572 B - – 10/- 23.40/- 59

IFCI BONDS – SERIES -62 – Offer Document

3,39,55,857 Rs. 10 Rs. March 31, Allotment of equity shares to the Government of Cash 2018 29.45 India on Preferential Basis

May 21, 20,00,00,000 Rs. 10 Rs. 10 Allotment of equity shares to the Government of Cash 2020 India on Preferential Basis

Total 1895993092

Table V: List of top 10 holders of equity shares of the Company as on March 31, 2020:-

% S.No. Name of Shareholders No. of Shares holding 1 President of India 956955857 56.42% 2 Life Insurance Corporation of India 61944644 3.65% 3 Canara Bank 14757146 0.87% 4 General Insurance Corporation of India 13202700 0.78% 5 Bank of Baroda 12196148 0.72% 6 Central Bank of India 11149326 0.66% 7 Vanguard Emerging Markets Stock Index Fund 10892947 0.64% 8 Vanguard Total International Stock Index Fund 10795959 0.64% 9 The Oriental Insurance Company Limited 10245438 0.60% 10 The New India Assurance Company Limited 8536268 0.50% Total 1110676433 65.48%

Table VI: List of top 10 Preference Shareholders (as on March 31, 2020)

Details of any Acquisition or Amalgamation in the last 1 year-Nil Type of Event Date of Announcement Date of Completion Details Nil

Details of any reorganisation or Reconstruction in the last 1 year- Nil

Table VII: Details of Promoter Holding in the Company as on March 31, 2020:-

S Name of Total No. No. of shares in Total No of % of Shares no Shareholder of Equity demat form shareholding as Shares pledged with . s Shares % of total no. of Pledged respect to equity shares shares owned 1 President of 956955857 956955857 56.42% NIL NIL India

(Government of India through Department of Financial Services)

IFCI BONDS – SERIES -62 – Offer Document

E. Details of borrowings of the Company, as on March 31, 2020 :-

(Rs.in crore) Particulars As on Mar 31, 2020* As on Mar 31, 2019 As on Mar 31, 2018

Debt Securities 7488.58 9,226.79 9,605.28

Borrowings (Other than Debt Securities) 3,165.49 5,553.71 9,018.82

Subordinated Liabilities 1,313.30 1,313.30 1,514.56

Other Financial Liabilities 1,801.30 1,744.71 1,814.85

Total 13,768.67 17,838.51 21,953.51

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

Lender’s Type of Amount Principal Repayment Security Name Facility Sanctioned Amount Date/Schedule Outstanding Nil

(iii) Details of Unsecured Loan Facilities as on March 31, 2020 (Type of Facility- Unsecured Term Loans)

Repayment date Sanctioned Outstanding (Rs. S.No Bank (Terminal Date of (Rs. in Crore) in Crore) payment) Bank of Baroda 250.00 75.00 22-Mar-21 1 Bank of Baroda 250.00 46.88 31-Dec-20 Bank of Baroda 200.00 200.00 23-Jul-22 2 Bank of India 500.00 93.75 31-Dec-20 3 Bank of Maharashtra 200.00 12.50 30-Jun-20 4 Canara Bank 250.00 69.12 30-Jun-21 5 Indian Bank 112.50 24.11 21-Dec-20 6 L.I.C. of India 100.00 100.00 01-Apr-22 Oriental Bank of Commerce 100.00 100.00 02-May-22 7 Oriental Bank of Commerce 500.00 325.00 23-May-23 8 Punjab & Sind Bank 200.00 37.50 29-Dec-20 State Bank of India 150.00 18.75 24-Sep-20 State Bank of India 2,000.00 500.00 30-Jun-21 9 State Bank of India 100.00 18.75 28-Dec-20 State Bank of India 1,000.00 360.00 30-Sep-21 10 Syndicate Bank 500.00 93.75 31-Dec-20 Union Bank of India 500.00 300.00 27-Mar-23 11 Union Bank of India 500.00 125.00 30-Jun-21 12 United Bank of India 500.00 281.05 19-Jun-22 Total 7,912.50 2,781.16 61

IFCI BONDS – SERIES -62 – Offer Document

(iv) Details of NCDs (as on March 31, 2020):

Sl Name of the Debenture holder Amount %age No (Rs. in crore) 1 Life Insurance Corporation of India 618.19 31.23 2 State Bank of India 200.00 10.10 3 Public Issue of Debentures – Tranche-I 836.00 42.23 4 Public Issue of Debentures – Tranche-I 325.37 16.44 Total 1979.56

(v) Details of Unsecured Non-convertible Bonds as on March 31, 2020:

S Series Tenor Coupon Amount (Rs.) Date of Date of Credit no. (years) (% p.a.) Allotment Redemption Rating - New 1 35 20 6.00 5,00,00,000.00 18/05/2000 18/05/2020 BWR BBB+, ICRA BBB- 2 37 20 6.00 12,50,00,000.00 20/09/2000 20/09/2020 BWR BBB+, ICRA BBB- 3 40 20 6.00 25,00,00,000.00 15/02/2001 15/02/2021 BWR BBB+ 4 47 15 9.75 2,00,00,00,000.00 25/01/2010 25/01/2025 BWR BBB+ 5 48 15 9.55 2,00,00,00,000.00 05/03/2010 05/03/2025 BWR BBB+ 6 49 15 9.55 2,25,00,00,000.00 13/04/2010 13/04/2025 BWR BBB+ 7 50 20 9.70 2,50,00,00,000.00 04/05/2010 04/05/2030 BWR BBB+ 8 51 20 9.70 2,50,00,00,000.00 18/05/2010 18/05/2030 BWR BBB+ 9 53 20 9.75 2,50,00,00,000.00 13/07/2010 13/07/2030 BWR BBB+, CARE BBB- 10 54 20 9.75 5,00,00,00,000.00 16/07/2010 16/07/2030 BWR BBB+ 11 55 20 9.98 2,50,00,00,000.00 29/10/2010 29/10/2030 BWR BBB+ 12 56 10 10.15 2,80,00,000.00 26/06/2012 26/06/2022 13 57B 10 10.05 8,20,00,000.00 28/09/2012 28/09/2022 14 57C 10 9.95 5,41,00,000.00 08/10/2012 08/10/2022 15 57C 15 10.12 19,59,00,000.00 08/10/2012 08/10/2027 16 57D 15 10.10 5,15,00,000.00 08/10/2012 08/10/2027 17 BE 20 6.00 45,00,00,000.00 27/09/2002 27/09/2022 BWR BBB+, CARE BBB- 18 BE 20 6.00 50,00,00,000.00 10/12/2002 10/12/2022 BWR BBB+, CARE BBB- 19 BE 20 6.00 25,00,00,000.00 18/11/2002 18/11/2022 BWR BBB+, CARE BBB- 20 BE 20 6.00 50,00,00,000.00 22/10/2002 22/10/2022 BWR BBB+, CARE BBB- 21 Infra I 10 7.85 11,86,65,000.00 15/09/2010 15/09/2020 BWR BBB+ 22 Infra I 10 7.85 15,61,05,000.00 15/09/2010 15/09/2020 BWR BBB+ 23 Infra I 10 7.95 1,39,50,000.00 15/09/2010 15/09/2020 BWR BBB+

IFCI BONDS – SERIES -62 – Offer Document

S Series Tenor Coupon Amount (Rs.) Date of Date of Credit no. (years) (% p.a.) Allotment Redemption Rating - New 24 Infra I 10 7.95 3,10,65,000.00 15/09/2010 15/09/2020 BWR BBB+ 25 Infra II 10 8.00 44,65,90,000.00 31/01/2011 31/01/2021 BWR BBB+ 26 Infra II 10 8.00 1,37,35,95,000.00 31/01/2011 31/01/2021 BWR BBB+ 27 Infra II 10 8.25 4,54,00,000.00 31/01/2011 31/01/2021 BWR BBB+ 28 Infra II 10 8.25 22,01,10,000.00 31/01/2011 31/01/2021 BWR BBB+ 29 Infra III 10 8.50 46,73,80,000.00 12/12/2011 12/12/2021 BWR BBB+, 30 Infra III 10 8.50 19,01,70,000.00 12/12/2011 12/12/2021 CARE BBB- , ICRA 31 Infra III 15 8.75 8,30,95,000.00 12/12/2011 12/12/2026 BBB- 32 Infra III 15 8.75 2,71,55,000.00 12/12/2011 12/12/2026 33 Infra IV 10 9.09 1,90,91,55,000.00 15/02/2012 15/02/2022 34 Infra IV 15 9.16 9,10,45,000.00 15/02/2012 15/02/2027 35 Infra IV 15 9.16 33,45,20,000.00 15/02/2012 15/02/2027 36 Infra IV 10 9.09 46,53,90,000.00 15/02/2012 15/02/2022 37 Infra V 12 8.50 66,28,70,000.00 31/03/2012 31/03/2024 38 Infra V 12 8.50 18,94,65,000.00 31/03/2012 31/03/2024 39 Infra V 15 8.72 18,18,05,000.00 31/03/2012 31/03/2027 40 Infra V 15 8.72 5,98,15,000.00 31/03/2012 31/03/2027 41 ON11 10 9.15 45,00,000.00 30/04/2010 30/04/2020 BWR BBB+ 42 ON11 10 9.25 72,00,000.00 31/05/2010 31/05/2020 BWR BBB+ 43 ON11 10 9.25 11,16,00,000.00 31/07/2010 31/07/2020 BWR BBB+ 44 ON11 10 9.25 1,06,00,000.00 31/08/2010 31/08/2020 BWR BBB+ 45 ON11 10 9.25 7,70,00,000.00 30/09/2010 30/09/2020 BWR BBB+ 46 ON11 10 9.25 6,50,00,000.00 31/10/2010 31/10/2020 BWR BBB+ 47 ON11 10 9.25 6,85,00,000.00 30/11/2010 30/11/2020 BWR BBB+ 48 ON11 10 9.50 7,91,00,000.00 31/01/2011 31/01/2021 BWR BBB+ 49 ON11 10 10.00 5,81,00,000.00 31/03/2011 31/03/2021 BWR BBB+ 50 ON12 10 10.00 26,20,00,000.00 30/04/2011 30/04/2021 BWR BBB+ , CARE BBB- 51 ON12 10 10.20 30,00,000.00 31/05/2011 31/05/2021 BWR BBB+ , CARE BBB- 52 ON12 10 10.50 6,38,00,000.00 31/08/2011 31/08/2021 BWR BBB+ , CARE BBB- 53 ON12 10 10.60 30,00,000.00 30/11/2011 30/11/2021 BWR BBB+ , CARE BBB- 54 ON12 10 10.60 1,75,00,000.00 31/12/2011 31/12/2021 BWR BBB+ , CARE BBB- 55 ON12 10 10.25 40,00,000.00 28/02/2012 28/02/2022 BWR BBB+ , CARE BBB- 56 ON12 10 10.25 89,00,000.00 31/03/2012 31/03/2022 BWR BBB+ , CARE BBB-

IFCI BONDS – SERIES -62 – Offer Document

S Series Tenor Coupon Amount (Rs.) Date of Date of Credit no. (years) (% p.a.) Allotment Redemption Rating - New 57 Sub I 10 10.50 1,69,62,90,000.00 01/08/2011 01/08/2021 58 Sub I 10 10.50 21,68,50,000.00 01/08/2011 01/08/2021 BWR BBB+, CARE BBB- , ICRA BBB- 59 Sub I 15 10.75 4,03,59,00,000.00 01/08/2011 01/08/2026 60 Sub I 15 10.75 64,95,70,000.00 01/08/2011 01/08/2026 61 Sub II 10 10.55 2,00,00,00,000.00 25/08/2011 25/08/2021 62 Sub III 10 10.60 3,89,10,000.00 31/10/2011 31/10/2021 BWR BBB+ CARE BBB- ,ICRA BBB- 63 Sub III 10 10.60 4,22,50,000.00 31/10/2011 31/10/2021 64 Sub III 10 10.50 74,50,60,000.00 31/10/2011 31/10/2021 65 Sub III 15 10.75 1,02,48,80,000.00 31/10/2011 31/10/2026 66 Sub IV 10 10.50 64,69,50,000.00 28/02/2012 28/02/2022 BWR BBB+, ICRA BBB- 67 Sub IV 15 10.70 1,23,63,40,000.00 28/02/2012 28/02/2027 68 Sub 25 9.98 50,00,00,000.00 18/09/2012 18/09/2037 BWR BBB+ V(a/b) 69 Sub V(c) 25 9.98 20,00,00,000.00 05/10/2012 05/10/2037 BWR BBB+ 70 Sub V(d) 20 9.98 10,00,00,000.00 15/10/2012 15/10/2032 BWR BBB+ 71 56-R 10 7.65 1,63,82,31,000.00 26/06/2010 26/06/2020 BWR BBB+, ICRA BBB- 72 57-R 10 7.87 1,10,70,00,000.00 24/09/2010 24/09/2020 BWR BBB+, ICRA BBB- 73 58-R 10 7.90 56,84,74,000.00 26/12/2010 26/12/2020 BWR BBB+, ICRA BBB- 74 59-R 10 8.26 1,47,37,33,000.00 19/08/2011 19/08/2021 BWR BBB+, ICRA BBB- 75 60-R 10 8.19 1,38,25,00,000.00 13/01/2012 13/01/2022 BWR BBB+, ICRA BBB- 76 61-R 10 8.22 46,21,85,000.00 03/03/2012 03/03/2022 BWR BBB+, ICRA BBB- 77 52 28 9.75 15,73,10,129.85 07/07/2010 07/07/2040 BWR BBB+ 78 52 27 9.75 17,26,19,868.15 07/07/2010 07/07/2039 BWR BBB+ 79 52 26 9.75 18,94,70,855.28 07/07/2010 07/07/2038 BWR BBB+ 80 52 25 9.75 20,79,65,841.16 07/07/2010 07/07/2037 BWR BBB+ 81 52 24 9.75 22,83,10,325.62 07/07/2010 07/07/2036 BWR BBB+ 82 52 23 9.75 25,06,07,058.59 07/07/2010 07/07/2035 BWR BBB+ 83 52 22 9.75 27,49,58,789.99 07/07/2010 07/07/2034 BWR BBB+ 84 52 21 9.75 30,17,76,519.51 07/07/2010 07/07/2033 BWR BBB+ 85 52 20 9.75 33,12,65,746.98 07/07/2010 07/07/2032 BWR BBB+ 86 52 19 9.75 36,36,31,972.26 07/07/2010 07/07/2031 BWR BBB+ 87 58 part a 10 9.90 1,06,87,50,000.00 05/11/2012 05/11/2022 BWR BBB+, CARE BBB- 88 58 part b 15 9.90 1,06,87,50,000.00 05/11/2012 05/11/2027 89 58 part c 20 9.90 1,06,87,50,000.00 05/11/2012 05/11/2032 64

IFCI BONDS – SERIES -62 – Offer Document

S Series Tenor Coupon Amount (Rs.) Date of Date of Credit no. (years) (% p.a.) Allotment Redemption Rating - New 90 58 part d 25 9.90 1,06,87,50,000.00 05/11/2012 05/11/2037 91 59 8 9.90 1,51,20,00,000.00 11/01/2013 11/01/2021 BWR BBB+, CARE BBB- 92 60 15 9.75 3,50,00,00,000.00 26/04/2013 26/04/2028 BWR BBB+, CARE BBB-

93 TFB 10 8.39 1,65,00,00,000.00 31/03/2014 31/03/2024 BWR BBB+, CARE BBB- 94 TFB 15 8.76 1,45,00,00,000.00 31/03/2014 31/03/2027 , ICRA BBB- 95 Secured 7 9.90 1,76,78,69,000.00 01/12/2014 01/12/2021 NCDs 96 Secured 7 9.90 11,22,29,000.00 01/12/2014 01/12/2021 NCDs 97 Secured 10 9.90 6,06,16,52,000.00 01/12/2014 01/12/2024 NCDs 98 Secured 10 9.90 41,82,32,000.00 01/12/2014 01/12/2024 NCDs 99 Secured 10 9.40 3,02,81,45,000.00 13/02/2015 13/02/2025 BWR BBB+ NCDs 100 Secured 10 9.40 22,55,10,000.00 13/02/2015 13/02/2025 BWR BBB+ NCDs 101 61 5.5 8.55 5,75,00,00,000.00 03/05/2016 03/05/2021 BWR A+ (SO), CARE BBB+ (SO) 102 NCDs 10 6.00 4,00,00,00,000.00 25/01/2002 25/01/2022 102 NCDs 10 9.39 4,18,18,85,274.00 25/01/2002 25/01/2022 Total amount outstanding as on as on 91,87,32,07,381 March 31, 2020

(vi) List of Top 10 Debenture/Bond Holders (Other than NCDs detailed under Sl No (iv) above (As on 31st March, 2020)

Unsecured:

Sr No. Name of Debenture Holders Amount (Rs.) 1 L.I.C. OF INDIA 594.22 2 STATE BANK OF INDIA 447.05 3 TRUSTEES GEB'S CP FUND 209.21 4 THE SOUTH CANARA DISTRICT CENTRAL COOPERATIVE BANK LTD 175.00 5 LIFE INSURANCE CORPORATION OF INDIA P & GS FUND 157.00 6 FOOD CORPORATION OF INDIA C P FUND TRUST 141.70 7 BOARD OF TRUSTEES M S R T C CONTRIBUTARY PROVIDENT FUND 139.30 8 A P S R T C EMPLOYEES PROVIDENT FUND TRUST 128.50 9 TRUST CAPITAL SERVICES (INDIA) PVT LIMITED 123.76 10 KSRTC EMPLOYEES CONTRIBUTORY PROVIDENT FUND TRUST 120.90

IFCI BONDS – SERIES -62 – Offer Document

Total 2,236.64

Secured:

Sr No. Name of Debenture Holders Amount (Rs.) 1 STATE BANK OF INDIA 115.00 2 GWSSB -ECPF TRUST 111.50 3 TRUSTEES GEB'S CP FUND 79.80 4 BOARD OF TRUSTEES HINDUSTAN STEEL LIMITED BHILAI 75.00 STEEL PROJECT PROVIDENT FUND 5 THE MUMBAI DISTRICT CENTRAL CO-OP BANK LTD 70.00 6 TOURISM FINANCE CORPORATION OF INDIA 65.00 7 POWERGRID EMPLOYEE PROVIDENT FUND TRUST 59.60 8 PUNJAB NATIONAL BANK 44.00 9 SERUM INSTITUTE OF INDIA PRIVATE LIMITED 35.00 10 BANGIYA GRAMIN VIKASH BANK 32.60 Total 687.50

(vii) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like names of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued as on 31st March, 2020. IFCI Ltd. has given letters of comfort to certain banks on behalf of its subsidiary companies in connection with availing loans from those banks as mentioned below:

Outstanding as on Subsidiary Guarantee / LOCs sanctioned 31/03/2020

IFCI Factors Ltd 435 89.94

IFIN Securities Finance Ltd 100 Nil

IFCI Venture Capital Ltd 325 Nil

Total 860 89.94

(viii) Details of Commercial paper :- as on (As on 31st March, 2020) S.No. Name of the Subscriber Amount (Rs.) NIL

(ix) Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible debentures/Preference Shares) as on March 31, 2020 - Nil -

(x) 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 -

IFCI BONDS – SERIES -62 – Offer Document

(xi) Details of any outstanding borrowings taken/debt securities issued where taken/issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option;

Particulars of outstanding securities issued at a discount as on March 31, 2020:

Instrument Subordinated, unsecured, Unsecured, Redeemable, Non-Convertible, redeemable, non-convertible Bonds- Series 58 in the form of debentures, bonds series V(a), (b) & (c) each bond comprising 4 equal detachable Separately Tradable Redeemable Principal Parts (STRPPs) redeemable at par at the end of 10th, 15th, 20th and 25th year respectively from the deemed date of allotment. Face value Rs. 1,00,000/- each Rs. 1,00,000/- each Issue Price Rs. 97,050/- each Rs. 97,850/- each Discount Rs. 2,950/- each Rs. 2,150/- each Tenure 25 years Part a- 10 yrs, Part b- 15 yrs, Part c- 20 yrs & Part d- 25 yrs Coupon 9.98% p.a. payable annually 9.90% p.a. payable annually Amount allotted Rs. 70 crore (Face value) Rs. 427.50 crore (Face value) Deemed date of V(a & b)- Sep 18, 2012 November 05, 2012 allotment V(c) - Oct 05, 2012

The Company confirms that as on March 31, 2020, other than and to the extent mentioned elsewhere in this Information Memorandum, it has not issued any debt securities or agreed to issue any debt securities for consideration other than cash, whether in whole or in part, or in pursuance of an option since inception.

DEBT EQUITY RATIO As on Debt Equity Ratio(times) Before considering the present Issue of Rs. 400 cr* 2.96 After considering present Issue of Rs. 400 cr** [] *The Debt Equity ratio before the issue is considered as on December 31, 2019

**The gross debt after issue of Debentures is calculated by adding Rs. 400 Crores to existing debt as on December 31, 2019, considering no other change, post December 31, 2019, in the equity or debt of the Issuer.

FY Dividend % Rs./ Share Interest coverage Ratio (Equity) (Cash profit after tax plus interest paid/ interest paid) 2017-18 Nil NA NA 2018-19 Nil NA NA 2019-20 Nil NA NA

IFCI BONDS – SERIES -62 – Offer Document

Summary of change in accounting policies during the last three years and their effect on the profits and the reserves of the company

Financial Change in accounting policy Year FY 2016-17 In IFCI Ltd during the financial year 2016-17, the accounting policy for recognising expenditure on account of post-retirement medical benefit scheme has been changed to charging the expenses on the basis of actuarial valuation in accordance with Accounting Standard-15, Employee Benefits, as against on the basis of actual expenses incurred in earlier years. The profit for the current year has been reduced by Rs.8.07 crore because of this change in policy.

In IFCI Ltd during the financial year 2016-17, the accounting policy for recognising expenditure on account of Leave Fare Concession benefit scheme has been changed to charging the expenses on the basis of actuarial valuation in accordance with Accounting Standard-15, Employee Benefits, as against on the basis of actual expenses incurred in earlier years. The profit for the current year has been reduced by Rs.2.04 crore because of this change in policy.

In IFCI Ltd during the financial year 2016-17, the accounting policy for recognising expenditure towards Corporate Social Responsibility activities as an appropriation of profits has been revised to recognition of the expenditure as a charge to the Profit and Loss Account, in accordance with the Guidance Note issued by the Institute of Chartered Accountants of India in this regard. The profit has been reduced by Rs.8.22 crore because of this change in policy.

In IFCI Ltd during the financial year 2016-17, the extant accounting policy of withdrawing an amount equivalent to the depreciation on revalued amount provided during the period from the revaluation reserve account and adjusting the same against the depreciation cost in the Profit and Loss Account, has been revised, to be credited to the General Reserve, in accordance with the provisions of Schedule –II to the Companies Act, 2013 and the Guidance Note of the Institute of Chartered Accountants of India, in this regard. The profit for the current year has been reduced by Rs.19.72 crore because of this change in policy.

FY 2017-18 In IFCI Ltd during the financial year 2017-18, the accounting policy of appropriating the amounts received from borrowers against “loans and advances” in the order of other debits across due dates and then, similarly of interest and principal dues without considering due dates, except in the case of one time or negotiated settlements, where the appropriation was done as per the terms of the settlement has been revised to, appropriating such amounts due date-wise in the order of other debits, interest and principal dues, starting from the earliest due date, except in the case of one time or negotiated settlements, where the appropriation is done as per the terms of the settlement.” The loss for the current year has been increased by ₹ 32.17 crore because of this change in policy

FY 2018-19 The Company has adopted Ind AS from 1 April 2018 with effective transition date of 1 April 2017 .The financial statements of the Company have been prepared in accordance with Indian Accounting Standards ('Ind AS') notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016.

IFCI BONDS – SERIES -62 – Offer Document

These financial statements have been prepared as per Schedule III Division III of the Companies Act, 2013 which has been notified by the Ministry of Corporate Affiars and published in the official Gazette on October 11, 2018.

Contingent Liabilities and Commitments (to the extent not provided for):

The following were the contingent liabilities and commitments which were not provided for in the books as on March 31, 2020:

Table I (Rs. in crore) Contingent As on As on As on As on S.No. Liabilities 31/12/2019 31/03/2019 31/03/2018 31/03/2017 (i) Bank Guarantees (2 3.26 3.26 2.97 2.87 Performance Guarantees (ii) issued2.87+4.00+2.00) 159.17 241.89 464.09 553.90 Claims not acknowledged as (iii) debts 79.36 79.75 4.34 315.83 (iv) Tax Matters – Income Tax - - - 31.97 Service tax 8.29 8.29 8.31 14.64 In view of judicial pronouncements and legal opinions in respect of issues under appeal, no provision is considered necessary.

Table II

As on As on As on As on S.No. Commitments 31/12/2019 31/03/2019 31/03/2018 31/03/2017 Estimated amount of contract (including lease contract) remaining to be executed on (i) capital account (net of advances) NA 1.77 6.63 7.01 Undrawn commitments (in line with RBI circular dated (ii) December 26, 2011) 1009.24 1529.73 2134.09 2254.57

DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. i. 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. 69

IFCI BONDS – SERIES -62 – Offer Document

The Promoter, Directors or key managerial personnel of the Company do not have any financial or other material interest in the Issue of Bonds and thus there shall be no effect which is different from the interests of other persons. ii.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.

The Promoter of the Company is President of India, hence, it is not possible to give details of litigations, legal actions or directions pending or taken by any Ministry or Department of the Government or a statutory authority against the Promoter of the Company during the last three years. iii. Remuneration of directors (during the current year and last three financial years):

The Remuneration payable to the Whole Time Directors during 2019-20, 2018-19, 2017-18 and 2016- 17 is as follows: - (Rs. In lakh) S. Name of the Chief 2019-20 2018-19 2017-18 2016-17 No. Director

1 Dr. Emandi 42.67 Lakhs 36.37 Lakh 18.02 Lakh NIL Sankara Rao

(Managing (appointed Director & Chief as MD&CEO Executive Officer) w.e.f. 17-08- 2017)

2 Shri Sanjeev NA NA NIL NIL Kaushik (Whole Time (Shri Sanjeev (Shri Sanjeev Director designated Kaushik ceased Kaushik was as Deputy to be on the appointed w.e.f. Managing Board w.e.f. December 12, Director) December 12, 2016) 2017)

3 Shri Malay NA NA NA 27.14 Lakh Mukherjee (Shri Malay (Managing Mukherjee ceased Director & Chief to be on the Board Executive Officer) w.e.f. December 12, 2016, upon completion of Tenure) 4 Shri Achal Kumar NA NA NA 23.81 Lakh Gupta (Shri Achal Kumar Gupta ceased to be

IFCI BONDS – SERIES -62 – Offer Document

(Whole Time on the Board of the Director designated Company w.e.f as Deputy December 12, Managing 2016 upon Director) completion of Tenure)

Apart from above, none of the Non-Executive Directors including Independent Directors were paid any remuneration. The Non-Executive Directors including independent Directors were only paid sitting fees for attending the Meetings of the Board and Board Level Committees. No sitting fees were paid to Non- Executive Directors who are government servants.

The following table sets forth the details of the sitting fees paid to our Directors during 2019-20, 2018- 19, 2017-18 and 2016-17:

Name of Director 2019-20 2018-19 2017-18 2016-17 Prof. N. Balakrishnan 5,60,000 3,40,000 1,40,000 2,00,000 Prof. Arvind Sahay 7,05,000 3,35,000 2,40,000 3,70,000 Shri S V Ranganath - - - 4,80,000 Smt. Savita Mahajan - - - 4,00,000 Shri K S Sreenivasan - - - 2,00,000 Total 12,65,000 6,75,000 3,80,000 16,50,000

iv. Related Party Transactions

Details of related parties of the Company and transactions entered by the Company with the related parties during the last three financial years immediately preceding the year of circulation of the Private Placement Offer Letter including with regard to loans advanced, guarantees given or securities provided, are furnished as under:

For the For the For the Nature of year ended year ended year ended Name of related party transaction 31 March 31 March 31 March 2019 2018 2017

IFCI Financial Services Ltd. (i) Rent & Maintenance received ` 1.15 1.34 (ii) Brokerage/ Professional fee paid 0.32 0.43 0.57 (iii) Depository Services - - 0.10 (iv) Salaries/ Other Estt. Exp. paid by IFCI for employees posted by IFCI, recovered / recoverable from them 0.05 0.39 0.70 71

IFCI BONDS – SERIES -62 – Offer Document

IFCI Venture Capital Fund Ltd. (i) Dividend Received 1.49 - 5.95 (ii) Rent & Maintenance received 1.64 1.60 1.50 (iii) Professional fee received 0.06 1.15 1.99 (iv) Loans repayement - 22.00 22.00 (v) Interest received/ receivable on Loan - 1.68 0.01 (vi) Interest paid/payable by IFCI 1.67 1.54 1.36 (vii) Salaries/ Other Estt. Exp. paid by IFCI for employees posted by IFCI, recovered/ recoverable from them 1.35 0.53 0.78

IFCI Infrastructure Development (i) Rent & Ltd. Maintenance received 1.50 1.42 1.35 (ii) Rent & Maintenance paid 0.17 0.08 0.14 (iii) Interest received/ receivable on Bonds 0.47 5.32 7.27 (iv) Interest paid/ payable by IFCI 8.53 8.53 8.53 (v) Salaries/ Other Estt. Exp. paid by IFCI for employees posted by IFCI, recovered/ recoverable from them 0.85 0.62 0.64

IFCI Factors Ltd. (i) Rent & Maintenance received 2.63 2.70 2.80 (ii) Professional fee received 0.06 0.81 1.46 (iii) Interest received/ receivable on Loan - - 3.32 (iv) Salaries/ Other Estt. Exp. paid 0.45 0.41 0.36 72

IFCI BONDS – SERIES -62 – Offer Document

by IFCI for employees posted by IFCI, recovered/ recoverable from them

Stock Holding Corporation of (i) Rent & India Ltd. Maintenance received by IFCI 2.36 2.38 2.37 (ii) Interest paid/ payable by IFCI 4.41 4.41 4.41 (iii) Dividend Received 7.18 13.63 21.15 (iv) Brokerage/ Professional fee paid 0.29 0.26 0.23

MPCON (i) Dividend Received - 0.08 0.08 (ii) Brokerage/ Professional fee paid 0.01 0.02 - (iii) Salaries/ Other Estt. Exp. paid by IFCI for employees posted by IFCI, recovered/ recoverable from them 0.42 0.35 0.32

Stockholding Document (i) Professional fee Management Services Ltd Paid /Payable 0.01 0.01 -

Tourism Finance Corporation of (i) Interest paid/ India Ltd. payable by IFCI - 2.89 5.80 (ii) Professional fee received - 0.04 - (iii) Rent & Maintenance received by IFCI - 0.01 3.59 Dividend (iv) Received - 4.21 2.23

- HIMCON (i) Salaries/ Other Estt. Exp. recovered/ recoverable for employees deputed by IFCI - 0.02 0.25

NITCON (i) Rent & Maintenance - 0.01 0.16

IFCI BONDS – SERIES -62 – Offer Document

received by IFCI (ii) Dividend Received - - 0.04

KITCO (i) Dividend Received 0.30 0.30 0.30

IFCI Social Foundation Trust (i) Contribution for CSR activities 3.12 6.06 1.89 (ii) Salaries/ Other Estt. Exp. recovered/ recoverable for employees deputed by IFCI - 0.22 0.36

v. Summary of reservations or qualifications or adverse remarks of Auditors in the last five 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

Except for the following remarks, there has been no qualification, reservation or adverse remark of the auditor of the Company in the last five financial years immediately preceding the year of circulation of Private Placement Offer Document:

IFCI BONDS – SERIES -62 – Offer Document

Remarks in the Audit Report of the Standalone Financial Statements:

IFCI BONDS – SERIES -62 – Offer Document

Financial Report Particulars of reservations, qualification or adverse Year remarks of the auditors 2018-19 Auditors’ Report Basis for Qualified opinion 1. One borrower account has been considered as ‘Standard Restructured Account’ and classified under Stage-2 by the Company, as at March 31, 2019, for the reasons stated in the note no 5 of financial results In our opinion, as the project could not achieve the COD inspite of three extensions, the account should be considered as non-performing account (NPA) and classified under stage-3. This has resulted in lower impairment allowance (ECL) by Rs.44.06 crore on outstanding loan amount of Rs.95.90 crore. Consequently, the loss of the company is understated to the extent of Rs.44.06 crore and loans (net) are overstated by the same amount. 2. Reference is drawn to note no 6 of the financial results regarding loan exposure to another borrower having outstanding exposure of Rs. 367.19 crore. The account was restructured on January 04, 2018 and an amount of Rs. 235.61 crore was identified as unsustainable debt, which was to be converted into 9.5% Optionally Convertible Debentures (OCDs) of a Special Purpose Vehicle (SPV) backed by portfolio of real estate assets, which has not happened. The Company classified the entire outstanding of Rs.367.19 crore under Stage-3 assets and has applied impairment allowance for ECL. In our opinion, the Company should make 100% provision against unsustainable portion of Rs.235.61 crore. Thus, the loss of the company has been understated by Rs. 93.18 crore and loans (net) are overstated to that extent. 3. In one of the subsidiary companies i.e. IFCI Factors Ltd. (IFL), the Company is holding 27,41,54,700 no. of shares, which are being carried at Rs.171.84 crore as on March 31, 2019, for the reasons stated in note no 7 of the financial results. However, in our opinion, the book value of these investments as at March 31, 2019 betaken at Rs.52.91 crore (excluding Deferred Tax Assets and Intangible Assets), the Company has not recognized further impairment loss of Rs.118.93 crore. This has resulted in understatement of loss by Rs.118.93 crore for the year and overstatement of value of investment in subsidiaries by the same amount.

IFCI BONDS – SERIES -62 – Offer Document

2017-18 Auditors’ Report Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its loss and its cash flow for the year ended on that date.

Emphasis of Matter We draw attention to note no 33 of the standalone financial statements related to change in appropriation policy of the company regarding amount recovered from borrowers which has resulted in increase of net loss by Rs. 32.17 crore.

2016-17 Auditors’ Report Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, its loss and its cash flow for the year ended on that date. Emphasis of Matter We draw attention to note no 27 of the standalone financial statements related to litigation with the borrower. Pending adjudication of the matter by the Honourable Supreme Court, in the opinion of the management, no provision or adjustment is required in the books of accounts.

Remarks in the Audit Report of the Consolidated Financial Statements:

IFCI BONDS – SERIES -62 – Offer Document

Financial Report Particulars of reservations, qualification or adverse Year remarks of the auditors This has resulted in lower impairment allowance (ECL) by Rs.44.06 crore on outstanding loan amount of Rs.95.90 crore. Consequently, the loss of the company is understated to the extent of Rs.44.06 crore and loans (net) are overstated by the same amount.

2. Reference is drawn to note no 6 of the financial results regarding loan exposure to another borrower having outstanding exposure of Rs. 367.19 crore. The account was restructured on January 04, 2018 and an amount of Rs. 235.61 crore was identified as unsustainable debt, which was to be converted into 9.5% Optionally Convertible Debentures (OCDs) of a Special Purpose Vehicle (SPV) backed by portfolio of real estate assets, which has not happened. The Company classified the entire outstanding of Rs.367.19 crore under Stage-3 assets and has applied impairment allowance for ECL. In our opinion, the Company should make 100% provision against unsustainable portion of Rs.235.61 crore. Thus, the loss of the company has been understated by Rs. 93.18 crore and loans (net) are overstated to that extent.

3. In one of the subsidiary companies i.e. IFCI Factors Ltd. (IFL), the Company is holding 27,41,54,700 no. of shares, which are being carried at Rs.171.84 crore as on March 31, 2019, for the reasons stated in note no 7 of the financial results. However, in our opinion, the book value of these investments as at March 31, 2019 be taken at Rs.52.91 crore (excluding Deferred Tax Assets and Intangible Assets), the Company has not recognized further impairment loss of Rs.118.93 crore. This has resulted in understatement of loss by Rs.118.93 crore for the year and overstatement of value of investment in subsidiaries by the same amount. 2017-18 Auditors’ Report Basis for Qualified opinion 1. Company has identified two cases as NPA i.e. (i) Concast Steel and Power Limited (15.69 Crores) (ii) Concast Exim Limited (10.30 Crores) during the year as on 31.12.2017 which were identified by us in the previous year i.e.2016- 17 as on 31.03.2017 and made provisions @15%. In our opinion, 100% provision of the unsecured portion amounting of Rs. 19.29 Crore should have been made since an asset becomes doubtful that has remained sub-standard for a period exceeding 12 months for the financial year ending March31, 2018. Hence Rs.15.54 Crore less provision has been made on account of NPA. So the income as well as advances has been overstated by 15.54 Crores. Our audit opinion on the financial statements for the year ended 31st March, 2018 was also qualified in respect of this matter.

IFCI BONDS – SERIES -62 – Offer Document

Financial Report Particulars of reservations, qualification or adverse Year remarks of the auditors 2. Note no. 25 to the financial statements regarding recognition of Deferred Tax Assets on account of provisions of Non-Performing Assets. In case of Deferred Tax Assets of Rs.95.58 Crores as on 31.03.2018, in the opinion of management there is reasonable certainty of availability of future taxable income to realize the deferred tax assets. Considering the past accumulated losses and further stressed standard assets and nature of factoring business, we are unable to comment on the sufficiency of the future taxable profits of the company which can realize the deferred tax assets. As a result of this matter, we are not been able to obtain sufficient appropriate audit evidence on the said matter to state whether any adjustments would be required to the information included in the financial statements and impact thereof. 2016-17 Auditors’ Report Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2017, their consolidated loss and their consolidated cash flow for the year ended on that date. Emphasis of Matter 1. The holding company holds investment in seven companies to the extent of 20% or more of their respective total share capital and accordingly these companies are the associates of the holding company as per the Companies Act, 2013. For the reasons stated in the note no 26.1 of the financial statement, these associates have not been consolidated in the preparation of the consolidated financial statements of the Group. Our report is not modified on the matter. 2. We draw attention to note no 35 and 36 of the consolidated financial statements related to litigation with the borrowers of the holding company and subsidiary company, respectively. Pending adjudication of the matter by the Honourable Supreme Court, in the opinion of the management, no provision or adjustment is required in the books of accounts of the holding and subsidiary company.

IFCI BONDS – SERIES -62 – Offer Document vi. 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.

As per the information available with the Company Secretary Department, no inquiry, inspection or investigation were initiated or conducted against IFCI Limited under the Companies Act or any previous company law in the last 3 years.

vii. 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 as on 31.03.2020:

S no. Case Amount Date of Date of Reporting RO involved (Rs. reporting to to DRT In lakh) RBI

1 AVI Packaging 3000.00 31-08-1998 16.02.2000 Chandigarh India Limited

2 Sri Krishna 8000.00 24-08-2017 08.03.2018 Hyderabad Stockists & Traders P Ltd

3 VNR 19055.00 09-08-2016 03.06.2016 Bengaluru Infrastructures Limited

4 TRS 14395.00 20-01-2015 29.11.2017 Delhi Technology Private Ltd.

5 Sthithi 4189.00 24-07-2015 September, 2014 Chennai Insurance services Pvt Ltd

6 Trinethra Infra 899.00 04-11-2015 10.01.2014 Delhi Venture Ltd.

7 Elem 4250.00 09-11-2015 2010 Mumbai Investment Pvt Limited

8 Era Housing & 27501.00 09-11-2015 05.12.2014 Delhi Developers India Ltd.

9 Hi-point 9310.00 09-11-2015 05.12.2014 Delhi Investment & Finance Ltd.

10 Punjab Wool 4043.00 20-07-2001 05.09.2000 Chandigarh Combers Ltd

IFCI BONDS – SERIES -62 – Offer Document

11 Usha India Ltd 7387.00 29-01-2004 OA Not filed Delhi

12 Malvika Steel 55573.00 29-01-2004 15.07.2002 Delhi Ltd

13 Koshika 17781.00 29-01-2004 25.07.2002 Delhi Telecom Ltd.

14 TTG Industries 10040.00 09-03-2007 Account Settled Chennai Ltd.

15 DSQ Industries 8798.00 21-03-2007 22.02.2002 Delhi Ltd. Now Known as Jardin Overseas Ltd.

16 Gitanjali Gems 2392.00 21-12-2018 30.06.2018 Mumbai Ltd.

17 Diamond 4795.00 18-02-2020 OA not filed Ahmedabad Power Infrastructure Limited

DISCLOSURE PERTAINING TO WILFUL DEFAULT

The Issuer has been categorised as a wilful defaulter, as defined under the SEBI Debt Regulations, by the following banks or financial institutions or consortium

Nil. The Issuer has not been categorised as a wilful defaulter, as defined under the SEBI Debt Regulations, by any banks or financial institutions or consortiums

The year in which the entity is declared as a wilful defaulter

NA.

Outstanding amount when the entity is declared as a wilful defaulter

NA.

Name of the entity declared as a wilful defaulter

Steps taken, if any, for the removal from the list of wilful defaulters

NA.

Other disclosures, as deemed fit by the Issuer in order to enable Eligible Investors to take informed decisions 81

IFCI BONDS – SERIES -62 – Offer Document

Any other disclosure as specified by SEBI

Any promoters or directors of the Issuer categorised as a wilful defaulter

None. No promoter or director of the Issuer has been categorised as a wilful defaulter.

SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS The payment of interest and repayment of principal is being done in a timely manner on the respective due dates.

UNDERTAKING REGARDING COMMON FORM OF TRANSFER

The Bonds 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 Bonds 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 Bonds issued under terms of this Information Memorandum.

MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE

The Company hereby declares that there has been no material event, development or change at the time of issue which may affect the issue or the investor’s decision to invest/continue to invest in the debt securities of the Company.

MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

Copies of the documents, referred to below, shall be available for inspection at the Registered & Corporate Office of IFCI between 10:00 a.m. to 12:00 noon on any working day until the issue closing date: a) The Industrial Finance Corporation (Transfer of Undertaking and Repeal) Act, 1993. b) Memorandum and Articles of Association of the Company as amended from time to time. c) Certificate of incorporation dated May 21, 1993. d) Fresh Certificate of incorporation dated October 27, 1999, upon change of name. e) Certified copy of the resolution of the shareholders passed at the Annual General Meeting held on September 30, 1998, authorizing the Board of Directors of the Company of borrowing powers under section 293(1)(d) of the Companies Act, 1956. Dated :- June 24, 2020 f) Annual reports of the Company for the financial years 2017-18, 2018-19 and 2019-20. g) Copy of letter appointing Axis Trustee Services Ltd. as Trustees to the Bondholders. 82

IFCI BONDS – SERIES -62 – Offer Document h) Board Resolution dated August 27, 2014 & July 2, 2018, June 24, 2019 authorizing the issue of Bonds offered under terms of this Information Memorandum. i) Consent from the Trustee to the Bondholders (June 23, 2020) referred to in this Information Memorandum for acting as Trustee. j) Consent from Registrar to act as the Registrar for the Issue . k) Letter from Brickwork Ratings (June 18, 2020) & ICRA Ratings (June 17, 2020]), conveying the credit rating for the Bonds of the Company. l) Tripartite Agreement between the Company, NSDL and Link Intime India (P) Ltd.) Ltd. for issue of Bonds in dematerialised form. m) Tripartite Agreement between the Company, CDSL and Link Intime India (P) Ltd. for issue of Bonds in dematerialised form. n) Auditor’s Report and financial statements (consolidated and standalone) prepared for the financial year March 31, 2019, 2018, 2017. o) Registration with BSE Limited for Electronic Bidding platform.

DECLARATION

It is hereby declared that this Information Memorandum contains full disclosures in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended.

The Company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder. It is to be distinctly understood that compliance with the Companies Act, 2013 and the rules does not imply that payment of interest or repayment of Debentures, is guaranteed by the Central Government.

The Company undertakes that the monies received under the Issue shall be utilized only for the purposes and ‘Objects of the Issue’ indicated in the Private Placement Offer cum Application Letter.

The Company also confirms that this Information Memorandum does not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading. The Information Memorandum also does not contain any false or misleading statement.

The Company accepts no responsibility for the statement made otherwise than in the Information Memorandum or in any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at his own risk.

Signed in pursuance of internal authority granted.

(Authorised Signatory)

Place: New Delhi Date: June [], 2020

IFCI BONDS – SERIES -62 – Offer Document

1. A DECLARATION BY THE DIRECTORS THAT-

a. The company has complied with the provisions of the Act and the rules made thereunder; b. The compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government; c. The monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter;

I am authorized by the Board of Directors of the Company vide resolution number ______dated ______to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, 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 promoters subscribing to the Memorandum of Association and Articles of Association.

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

Signed Date: Place:

IFCI BONDS – SERIES -62 – Offer Document

Both Rating Letters and Both Rating Rationales to be annexed ]

IFCI BONDS – SERIES -62 – Offer Document

100

IFCI BONDS – SERIES -62 – Offer Document

101

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