Private and confidential For Private circulation only For the exclusive use of _____________ Serial No. Series No: RCL MLD Series B/381 Dated:September 28, 2016 Reliance Capital Limited (the “Company” or the “Issuer”) Registered Office: H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710 Tel.: +91 2233031000, Fax: +91 2233036664, Website: www.reliancecapital.co.in Corporate Identity Number: L65910MH1986PLC165645 [Contact person: V. R. Mohan, President & Company Secretary E-mail: [email protected]] INFORMATION MEMORANDUM OF PRIVATE PLACEMENT FOR ISSUE OF 2,500 RATED, LISTED, SECURED, REDEEMABLE, PRINCIPAL PROTECTED NON-CONVERTIBLE MARKET LINKED DEBENTURES (“NCDs”/“DEBENTURES”), OF FACE VALUE OF INR 1,00,000/- (RUPEES ONE LAKH ONLY) EACH AGGREGATING TO INR 25,00,00,000 (RUPEES TWENTY FIVE CROREONLY)WITH AN OPTION TO RETAIN OVERSUBSCRIPTION AGGREGATING TO INR 25,00,00,000 (RUPEES TWENTY FIVE CRORE ONLY) ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”). NEITHER THE ISSUER NOR ANY OF ITS PROMOTERS OR DIRECTORS HAS BEEN DECLARED AS A WILFUL DEFAULTER. RISKS IN RELATION TO ISSUE There has been no formal market for the securities of the Issuer. No assurance can be given regarding an active or sustained trading in the securities of the Issuer or regarding the price at which the securities will be traded after listing. GENERAL RISKS Investment in the Debentures involves a degree of risk and Investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment if the Debentures are not held till maturity or for any reason have to be sold or redeemed before the Final Redemption Date (as defined below). Before taking an investment decision, Investors must rely on their own examination of the Issuer and the offer including the risks involved. The Debentures have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of Investors is invited to the statement of risk factors set out in this disclosure document of private placement in relation to the issue of Debentures on private placement basis (“Information Memorandum”). This Information Memorandum has not been submitted, cleared or approved by SEBI. It Private and confidential should be clearly understood that the Issuer is solely responsible for the correctness, adequacy and disclosure of all relevant information herein. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information as regards to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Any person placing reliance on any other source of information would be doing so at their own risk. CREDIT RATING CARE PP-MLD AAA (Credit watch) by CREDIT ANALYSIS & RESEARCH LTD. (“CARE”), for borrowings upto on aggregate amount of Rs.1000,00,00,000(Rupees One ThousandCrore Only). Instruments with this rating are considered to have highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. The rating(s) of any Series is not a recommendation to buy, sell or hold securities and investors should take their own decisions. CARE’s ratings are opinions on credit quality and are not recommendations to buy sell or hold any security. CARE has based its ratings on information obtained from sources believed by them to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most issuers’ securities rated by CARE have paid a credit rating fee, based on the amount and type of securities issued. The rating may be subject to revision or withdrawal at any time by the rating agency on the basis of new information. Each rating should be evaluated independently of any other rating. The rating agency has a right to suspend, withdraw/revise the rating at any time on the basis of new information MEMORANDUM OF PRIVATE PLACEMENT This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. This is only an information brochure, in the form of a single initial disclosure document, intended for private use and should not be construed to be a prospectus and/or an invitation to the public for subscription to Debentures under any law for the time being in force. This Information Memorandumis in compliance with the applicable requirements of the regulatory authorities and has been prepared giving details as on June 30, 2016. The Issuer however retains the right, at its sole and absolute discretion, to change the ‘GENERAL TERMS AND CONDITIONS’. RBI DISCLAIMER The Reserve Bank of India (“RBI”) does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for discharge of liability by the Company. LISTING The above NCDs of the Company are proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of BSE Limited (“BSE”). For Private Circulation Only Page 2 For the exclusive use of _______________________________________________ Private and confidential REGISTRAR AND TRANSFER AGENT DEBENTURE TRUSTEE Vistra ITCL (India) Limited Karvy Computershare Private Limited (formerly IL & FS Trust Company Limited) Unit: Reliance Capital Limited The IL & FS Financial Centre, Karvy Selenium, Tower – B, Plot C-22, G Block, Plot No. 31 & 32, Survey No. 116/22, 115/24, 115/25, BandraKurla Complex, Bandra East, Financial District, Nanakramguda, Hyderabad500032 Mumbai 400051 Tel. : +91 40 6716 1500 Tel. : +91 22 26533333 Fax: +91 40 6716 1791 Fax : +91 22 26533297 E- mail: [email protected] Website: www.itclindia.com RATING AGENCY Credit Analysis & Research Ltd. 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai 400 022 Tel.: +91 22 6754 3456 Fax: +91 22 6754 3457 Website: www.careratings.com E-mail: [email protected] VALUATION AGENCIES Credit Analysis & Research Ltd. th 4 Floor, Godrej Coliseum, CRISIL Limited Somaiya Hospital Road, Off Eastern Express CRISIL House, Central Avenue, Highway,Sion (East), Mumbai 400 022 Hiranandani Business Park, Tel.: +91 22 6754 3456; Fax: +91 22 6754 3457 Powai, Mumbai 400 076 Website: www.careratings.com Tel. : +91223342 3000; Fax : +91223342 3810 E-mail: [email protected] ISSUE SCHEDULE Issue Open Date : September 28, 2016 Issue Close Date / Pay-in Date : September 29, 2016 The Company reserves the right to change the above Issue Schedule,with the understanding that the Issue Close Date / Pay-in Date may be rescheduled, at the sole discretion of the Company, to a date falling not later than 07 (seven) working days from the date mentioned herein. The actual Issue Close Date / Pay-in Date shall be communicated to each investor in the allotment advice (“Allotment Advice”). For Private Circulation Only Page 3 For the exclusive use of _______________________________________________ Private and confidential GENERAL DISCLAIMER THIS INFORMATION MEMORANDUMIS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THE ISSUE OF DEBENTURES IN ONE OR MORE SERIES, TO BE LISTED ON THE [WDM] SEGMENT OF [BSE] IS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. MULTIPLE COPIES HEREOF GIVEN TO THE SAME ENTITY SHALL BE DEEMED TO BE GIVEN TO THE SAME PERSON AND SHALL BE TREATED AS SUCH. IT DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES TO THE PUBLIC IN GENERAL. APART FROM THIS INFORMATION MEMORANDUM, NO INFORMATION MEMORANDUM OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE ISSUER NOR IS SUCH AN INFORMATION MEMORANDUM REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS INFORMATION MEMORANDUM HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED. THIS INFORMATION MEMORANDUM HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION ABOUT THE ISSUER TO POTENTIAL INVESTORS TO WHOM IT IS SPECIFICALLY ADDRESSED AND WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES. THIS INFORMATION MEMORANDUM DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY POTENTIAL INVESTOR MAY REQUIRE. NEITHER DOES THIS INFORMATION MEMORANDUM NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE DEBENTURES PURPORT TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION AND ANY RECIPIENT OF THIS INFORMATION MEMORANDUM SHOULD NOT CONSIDER SUCH RECEIPT A RECOMMENDATION TO PURCHASE ANY DEBENTURES. EACH POTENTIAL INVESTOR CONTEMPLATING THE PURCHASE OF ANY DEBENTURES SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE ISSUER, AND ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE ISSUER. POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL,