INVESTMENT RATIONALE

The issue offers yield ranging from 12.25 % to 12.6184% depending upon the series applied for and category of investor

Opportunity to invest in a subsidiary of Religare Enterprises Limited (“REL”), a diversified financial services company

The NCDs are proposed to be listed on the BSE Limited (“BSE”/ “Designated Stock Exchange”) and National Stock Exchange of Limited (“NSE”)

COMPANY PROFILE

Religare Finvest Ltd. (RFL) is a Public Limited Company incorporated under the Companies Act, 1956 and registered with the RBI as a Non-Banking Financial Company within the meaning of the Act, 1934 (2 of 1934)

The company is a subsidiary of Religare Enterprises Limited (“REL”), a diversified financial services company

RFL is a Systemically Important Non-Deposit Accepting NBFC, focusing on small and medium enterprises (“SME”) financing and retail capital market financing

As on June 30, 2012 the Company had a distribution network of 25 branches spread across the country with an employee strength of 1018

RFL’s Income from Operations and Net Profit After Tax (PAT) for the financial year ending March 31, 2012 grew at a 3 year CAGR of 98% and 16% to Rs. 1821.31 crore and Rs. 137.82 crore respectively

ISSUE SALIENT FEATURES

Yield return ranges from 12.25% to 12.6184% depending on the series applied for and category of Investor

Credit Rating of ‘CARE AA-’ by CARE and ‘[ICRA] AA-(negative)’ by ICRA

NCDs are allotted on first cum first serve basis - issued in demat mode only

Source: Prospectus dated September 07, 2012

ISSUE TIME TABLE

Issue Opening Date September 14, 2012 Issue Closing Date* September 27, 2012 Issue Size Public Issue by the Company of NCDs aggregating upto Rs. 250 Crores with an option to retain over- subscription upto Rs. 250 Crores for issuance of additional NCDs aggregating to a total of upto Rs. 500 Crores. Deemed Date of Allotment The Deemed Date of Allotment for the NCDs shall be the date of issue of the Allotment Advice / Regret or such date as may be determined by the Board and/or a duly authorized committee thereof and notified to the BSE and NSE Stock Exchanges proposed for listing of the NCDs BSE and NSE

Issuance and Trading Compulsorily in dematerialised form

Credit Rating ‘CARE AA-’ by CARE and ‘[ICRA] AA-(negative)’ by ICRA

Trustee IL&FS Trust Company Limited

Lead Managers to the Public Issue A.K Capital Services Ltd, Limited, JM Financial Institutional Securities Private Limited, Kotak Mahindra Capital Company Limited & Religare Capital Markets Limited# Depositories NSDL and CDSL

Interest on Application Money @ 9.00 % per annum on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act 1961, as amended as applicable, to any applicants to whom NCDs are allotted, other than ASBA applicants, pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment Interest on Application Money which is liable to be refunded @ 9.00 % per annum on application money which is liable to be refunded, (other than the monies received after the closure of the Issue and other than ASBA applicants), to the applicants in accordance with the provisions of the Debt Regulations and/or the Companies Act, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment.

*The Issue may close on such earlier date or extended date as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. For further information on the Issue programme, please refer to “General Information – Issue Programme” page 36 of this Prospectus. In the event of such early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors, on or before such early date of closure or the initial Closing Date, as the case may be, through advertisement/s in a leading national daily newspaper.

# Religare Capital Markets Limited ("RCML") is a wholly owned subsidiary of Religare Enterprises Limited (REL) Source: Prospectus dated September 07, 2012

INVESTOR CATEGORIES AND ALLOTMENT

Category I Category II Category III Category IV Institutional Investors Non Institutional Investors Non Reserved Individual Investors Reserved Individual Investors Resident Public financial institutions, Companies, bodies corporate and Resident Indian individuals who apply Resident Indian individuals who apply statutory corporations, commercial societies, registered under the for NCDs aggregating to a value more for NCDs aggregating to a value not banks, co-operative banks and applicable laws in India, and authorized than Rs 5 lakhs, across all Series of more than Rs. 5 lakhs, across all Series regional rural banks incorporated in to invest in the NCDs; NCDs,; of NCDs; India and authorized to invest in the Trusts settled under the Indian Trusts Hindu Undivided Families through the Hindu Undivided Families through the NCDs; Act, 1882, public/private Karta who apply for NCDs aggregating Karta who apply for NCDs aggregating Indian Provident funds, pension funds, charitable/religious trusts settled to a value more than Rs 5 lakhs, across to a value not more than Rs. 5 lakhs, superannuation funds and gratuity and/or registered in India under all Series of NCDs,; and across all Series of NCDs; and funds, authorized to invest in the NCDs; applicable laws, which are authorized to Eligible Non Resident Individuals (on a Eligible Non Resident Individuals (on a Indian venture capital funds registered invest in the NCDs; non-repatriation basis only) who apply non-repatriation basis only) who apply with SEBI; Resident Indian scientific and/or for NCDs aggregating to a value more for NCDs aggregating to a value not Indian insurance companies registered industrial research organizations, than Rs 5 lakhs across all Series of more than Rs 5 lakhs, across all Series with the IRDA; authorized to invest in the NCDs; NCDs.* of NCDs.* National Investment Fund; and Partnership firms formed under • Indian Mutual Funds registered with applicable laws in India in the name of SEBI the partners, authorized to invest in the NCDs; and Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009), authorized to invest in the NCDs.

*An Eligible NRI is a Non Resident Individual applying for NCDs under the Issue only on a non-repatriation basis, and such Non Resident Individual is not (i) based in the United States of America, (“USA”), and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA. Please note that Eligible NRIs should ensure that they are in compliance with applicable statutory and/or regulatory requirements in India and the other jurisdictions to which they are subject, before they apply for NCDs under the Issue, and that the Company and the Lead Managers shall not be liable for any consequences in connection with any non-compliances by such Eligible NRIs

ALLOCATION RATIO

Particulars Institutional Category Non Institutional Category Non Reserved Individual Reserved Individual Category Category Size in % 20% of the Overall Issue Size 10% of the Overall Issue Size 30% of the Overall Issue Size 40% of the Overall Issue Size

Source: Prospectus dated September 07, 2012

ISSUE INVESTMENT SERIES

Series I II III IV V For NCD Holders in Reserved Individual Portion (Category IV) -70 months from the Tenor Thirty six months and one day from the Deemed Date of Allotment Sixty months from the Deemed Date of Allotment Deemed Date of Allotment

For all other NCD Holders - 72 months from the Deemed Date of Allotment Frequency of Interest Annual Cumulative Annual Cumulative Cumulative Payment Minimum Application Rs. 10,000/- (10 NCDs) (for all Series of NCDs, namely Series I, Series II, Series III, Series IV and Series V either taken individually or collectively) In Multiples of Rs. 1,000 (1 NCD) Rs. 1,000 (1 NCD) Rs. 1,000 (1 NCD) Rs. 1,000 (1 NCD) Rs. 1,000 (1 NCD) Face Value of NCDs Rs. 1,000 Rs. 1,000 Rs. 1,000 Rs. 1,000 Rs. 1,000 Issue Price (Rs./ NCD) Rs. 1,000 Rs. 1,000 Rs. 1,000 Rs. 1,000 Rs. 1,000 Mode of Interest Payment and /or Through Options available Redemption of NCDs For NCD Holders in the Reserved Individual Portion (Category IV) - Coupon (% per annum) 12.25 Not Applicable 12.50 Not Applicable Not Applicable

For all other NCD Holders - 12.25 For NCD Holders in the For NCD Holders in the For NCD Holders in the Reserved Reserved Individual Reserved Individual Portion Individual Portion (Category IV) - Effective Yield (%per Portion (Category IV) - (Category IV) - annum) on any Record 12.25 12.25 12.50 12. 6184 12.50 Date For all other NCD Holders - For all other NCD 12.25 For all other NCD Holders - Holders - 12.25 12.2462 For NCD Holders in the Repayment of the Face Value Reserved Individual Repayment of the Face Value plus Redemption Amount (Rs. plus any interest that may Portion (Category IV) - Rs. 1,414.36 any interest that may have accrued Rs. 2,000.00 / NCD) have accrued till the Rs. 1,802.03 till the Redemption Date. Redemption Date. For all other NCD Holders - Rs. 1,782.10 For NCD Holders in Reserved Individual Portion (Category IV) -70 months from the Redemption Date Thirty six months and one day from the Deemed Date of Allotment Sixty months from the Deemed Date of Allotment Deemed Date of Allotment

For all other NCD Holders - 72 months from the Deemed Date of Allotment 10 (ten) days prior to the 10 (ten) days prior to 10 (ten) days prior to the date on date on which interest is due the the date of 10 (ten) days prior to the date 10 (ten) days prior to the date of which interest is due and payable, or and payable, or the date of redemption or as may of redemption or as may be Record Date redemption or as may be prescribed the date of redemption, or as redemption, or as prescribed be prescribed by the prescribed by the relevant by the relevant stock exchange(s) prescribed by the relevant stock by the relevant stock relevant stock stock exchange(s) exchange(s) exchange(s) exchange(s) Source: Prospectus dated September 07, 2012

APPLICATIONS CANNOT BE MADE BY

a) Minors without a guardian name; b) Foreign nationals inter-alia including any NRIs who are

(i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA;

c) Persons resident outside India, except Eligible NRIs (applying on only a non-repatriable basis); d) Foreign Institutional Investors; and e) Overseas Corporate Bodies

UNDER SUBSCRIPTION

If there is any under subscription in any Portion, priority in allotments will be given in the following order (in decreasing order of priority): (i) Reserved Individual Portion (ii) Non Reserved Individual Portion (iii) Non Institutional Portion (iv) Institutional Portion

OVER SUBSCRIPTION

In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis in each Portion, i.e. full allotment of NCDs to the Applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of NCDs to the Applicants on the date of oversubscription (determined on the basis of the upload of each Application into the electronic book of the Stock Exchange, in each Portion).

Source: Prospectus dated September 07, 2012

DISCLAIMER:

* For the purpose of information only, invest only after referring to the final prospectus.

This document has been prepared based on Final Prospectus and is for informational purpose only. Invest only after referring to final prospectus. It is meant for the recipient for use as intended and not for circulation. This document should not be reported or copied or made available to others. The information contained herein is from the public domain or sources believed to be reliable. While reasonable care has been taken to ensure that information given is at the time believed to be fair and correct and opinions based thereupon are reasonable, due to the very nature of research it cannot be warranted or represented that it is accurate or complete and it should not be relied upon as such. We do not guarantee the accuracy, adequacy or completeness of any Data in the Report and is not responsible for any errors or omissions or for the results obtained from the use of such Data. The company and its employees will not in any way be responsible for the contents of this report. The securities discussed in this report may not be suitable for all investors. Investors must make their own investment decision based on their own investment objectives, goals and financial position and based on their own analysis. The company states that it has no financial liability whatsoever towards any investments based on this research report.

Registered Office: Limited, 10th Floor, Beta Building, Lodha iThink Techno Campus, Off. JVLR, Opp. Kanjurmarg Railway Station, Kanjurmarg (East), Mumbai – 400 042, Maharashtra. Tel: 022 - 61150000. Sharekhan Ltd.: SEBI Regn. Nos. BSE Cash-INB011073351; F&O-INF011073351; NSE – INB/INF231073330; DP: NSDL-IN-DP-NSDL-233-2003; CDSL-IN-DP-CDSL-271-2004; Mutual Fund: ARN 20669; For any complaints email at [email protected]; Disclaimer: Client should read the Risk Disclosure Document issued by SEBI, relevant exchanges and the T & C on www.sharekhan.com before investing. Sharekhan Ltd is engaged as a distributor of IPOs/ Bonds/ NCDs/ FDs/ Mutual Funds. Sharekhan or any of its group concerns do not in any manner recommends any product or any of its characteristics. The client is advised to take his / her own independent decisions for investing in any financial product after understanding their respective nature and risk and returns involved. The client may also approach his / her own consultants for investing in financial products or in relation to the tax related aspects. We do not solicit any action based upon this promotional material. Please note that the product does not take into account any particular investment objectives, financial decisions or needs of individual recipients. Neither Sharekhan nor any person connected with Sharekhan accepts any liability arising out of investment suggested in this material.