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Hero FinCorp Ltd. FOR PRIVATE CIRCULATION TO THE EXISTING EQUITY SHAREHOLDERS OF HERO FINCORP LTD. ONLY Hero FinCorp Limited was originally incorporated as a Hero Honda Finlease Limited on December 16, 1991 under the provisions of the Companies Act, 1956 and the name of the Company was changed to Hero FinCorp Limited on July 26, 2011. Hero FinCorp Limited is registered as Non-Deposit accepting Non-Banking Finance Company with Reserve having registration no.14.00266. Date of Incorporation: December 16, 1991; CIN: U74899DL1991PLC046774 Registered Office: 34, Community Centre, Basant Lok, Vasant Vihar, New Delhi – 110 057 India, Tel. No. +91 11 4604 4100, Fax: +91 11 2614 2659; Corporate Office: 9, Community Centre, Basant Lok, Vasant Vihar, New Delhi – 110 057 India, Tel. No. +91 11 4948 7150, Fax: +91 11 4948 7197-98; Contact Person: Mr. Vikas Gupta, Company Secretary, E‐mail: [email protected], Website: www.herofincorp.com

CORRIGENDUM NOTICE TO SHAREHOLDERS (THE “CORRIGENDUM”)

ISSUE OF 1,57,51,300 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH (“EQUITY SHARES”) FOR CASH AT A PRICE OF RS. 750/- PER EQUITY SHARE (INCLUDING A PREMIUM OF RS.740) FOR AN AMOUNT OF RS. 1181,34,75,000/- ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF THE COMPANY IN THE RATIO OF 4(FOUR) EQUITY SHARE(S) FOR EVERY 25(TWENTY FIVE) EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE THAT IS ON JUNE 26, 2018 (“THE RIGHTS ISSUE”).

This Corrigendum is with reference to the letter of offer dated June 26, 2018 (the “Letter of Offer”) along with the Composite Application Form sent to all the eligible equity shareholder(s) of the Company (the “Shareholders”) in relation to the Rights Issue as indicated above. The Shareholders may note the following modifications and corrections to the Letter of Offer with respect to terms of payment of the Issue Price of Rs. 750 per Equity Share as provided in the Letter of Offer which is changed to partly paid Equity Shares in the following manner:

DETAILS OF PARTLY PAID EQUITY SHARES Total No. of Type of Type of Equity Face Value Issue Price Partly paid Shares entitlement ratio Consideration issue Shares (Rs.) (Rs.) Equity Shares 4 (Four) Partly Paid Equity Shares for Partly Paid Rights Issue 1,57,51,300 every 25 (Twenty Five) Fully Paid 10 750 Cash Equity Shares Equity Shares

PAYMENT METHOD FOR PARTLY PAID EQUITY SHARES Amount payable per Partly Paid Equity Share Face Value Premium Total in the Right Issue (Amount in Rupees) (Amount in Rupees) (Amount in Rupees) On Application 5 370 375 On First and Final Call 5 370 375

REVISED RIGHTS ISSUE PROGRAMME Events Date Issue opens on [date from which Applicants can start submitting Composite Application Form (CAF)] Monday, July 16, 2018 Last date for request of Split Form/Duplicate Form can be submitted Friday, August 3, 2018 Issue closes on [Last Date for submission of CAF] Tuesday, August 14, 2018

For other terms of the Partly Paid Equity Shares, please refer to the Corrigendum dispatched to the Shareholders.

DISPATCH OF AMENDED LETTER OF OFFER ("LOF") AND COMPOSITE APPLICATION FORM ("CAF"): The dispatch of Corrigendum along with fresh CAF for the Rights Issue has been completed by Registrar to the Issue, Link Intime India Private Limited through Speed Post/Registered Post on July 20, 2018, to the Shareholders whose names appeared in the Register of Members/Beneficial Owners of the Company, on the Record Date, i.e. June 26, 2018 and the Shareholders are advised to participate and apply in the Rights Issue on the basis of fresh CAF only and only such CAF shall be considered as a valid application for the Rights Shares in the Rights Issue. In relation to the Shareholders who applied for Rights Shares in the Rights Issue based on the Letter of Offer and the Composite Application Form dispatched on July 9, 2018 the Company shall arrange to refund the application money to their respective bank account(s) without any interest. The Shareholders are requested to read the Corrigendum and the fresh CAF with the Letter of Offer dated June 26, 2018 received earlier.

The CAF duly completed together with the revised amount payable on application must be deposited with the collection centres of Banker to the Issue indicated on the reverse of the CAF, before the close of business hours on or before the Issue Closing Date, i.e. August 14, 2018. Separate cheque or bank draft must accompany each CAF. Investors residing at places other than the places where the bank collection centres have been opened should send their completed CAF by registered post/speed post to the Registrar to the Issue, Link Intime India Private Limited along with an account payee cheque drawn on the bank payable at par/ demand draft for the full application amount, net of bank and postal charges, in favour of "Hero Fincorp Ltd Partly Paid-R" crossed "A/c Payee only", in case of Resident shareholders and Non-resident shareholders applying on non-repatriation basis, so that the same are received on or before the Rights Issue Closing Date, i.e. August 14, 2018. In case of Non• resident applicants applying on a repatriation basis, the cheques/demand drafts, net of bank and postal charges, should be drawn in favour of "Hero Fincorp Ltd Partly Paid-NR " payable at par and should reach the Registrar to the Issue before the Rights Issue Closing Date, i.e. August 14, 2018. Such application sent to anyone other than Registrar to the Issue is liable to be rejected. If any portion of the CAF is detached or separated, such application is liable to be rejected.

AVAILABILITY OF DUPLICATE CAF: In case the CAF is not received, or is misplaced by the Shareholder, the Registrar to the Issue will issue a duplicate CAF on the request of the Shareholder who should furnish the registered folio number/DP ID and Client ID number and his/ her full name and address to the Registrar to the Issue. Please note that those who are making the application in the duplicate form should not utilize the fresh CAF for any purpose including renunciation, even if it is received/ found subsequently. If the Investor violates such requirements, he/she shall face the risk of rejection of either fresh CAF or both the applications. The Banker to the Issue or the Registrar to the Issue will not be responsible for postal delays or loss of duplicate CAF in transit, if any.

REGISTRAR TO THE ISSUE BANKER TO THE ISSUE ADVISOR TO THE ISSUE Link Intime India Private Limited Limited Securities (India) Private C-101, 247 Park, L B S Marg, Vikhroli (West), Mumbai Green Park Main, New Delhi – 110016; Limited 400083, India. Tel: 01146584019 9th Floor, Ceejay House, Plot F, Shiv Sagar Estate, Dr. Tel: (91 22) 4918 6200, E-mail ID – [email protected] Annie Basant Road, Worli, Mumbai – 400018; Fax: (91 22) 4918 6195, Tel: (91 22) 6777 3777; Email:[email protected], Fax: (91 22) 6777 3866 Website:www.linkintime.co.in. Contact Person: Mr. Sumeet Deshpande, SEBI Registration No: INR000004058

Date: July 20, 2018 For Hero FinCorp Limited Place: New Delhi On behalf of the Board of Directors

Vikas Gupta Company Secretary

In case of any queries, please contact: Vikas Gupta, Company Secretary Tel. +91 886 013 8698 | Email: [email protected]