Tranche I Prospectus June 29, 2021 IIFL HOME FINANCE LIMITED (Formerly known as India Infoline Housing Finance Limited ) IIFL Home Finance Limited (the “Company” or “Issuer”) was incorporated at Mumbai on December 26, 2006, with the name India Infoline Housing Finance Limited under the provisions of the Companies Act, 1956. The name of our Company was changed to IIFL Home Finance Limited pursuant to a fresh certificate of incorporation dated on May 2, 2018, issued by the Registrar of Companies, Maharashtra, Mumbai. Our Company is registered with the National Housing Bank (“NHB”) as housing finance company vide registration no. 09.0175.18 dated September 14, 2018. For more information about the Company, please refer “General information” and “History and Main Objects” on pages 44 and 111 of the Shelf Prospectus. Registered Office: IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, MIDC, Thane Industrial Area, Wagle Estate, Thane – 400604, Maharashtra, India.; Tel.: +91 22 4103 5000; Fax: +91 22 2580 6654 Corporate Office: Plot No. 98, Udyog Vihar Phase – IV, Gurgaon – 122015, India; Tel.: (91-0124) 4754 600; CIN: U65993MH2006PLC166475; Website: www.iifl.com/home-loans; Email: [email protected] Company Secretary and Compliance Officer: Ajay Jaiswal PUBLIC ISSUE BY THE COMPANY OF UNSECURED SUBORDINATED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF ₹ 1,000 EACH (“UNSECURED NCDs”) FOR AN AMOUNT OF ₹ 1,000 MILLION (“BASE ISSUE SIZE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UP TO ₹ 9,000 MILLION AMOUNTING TO ₹ 10,000 MILLION (“TRANCHE I ISSUE LIMIT”) (“TRANCHE I ISSUE”) WHICH IS WITHIN THE SHELF LIMIT OF ₹ 50,000 MILLION (“SHELF LIMIT”) AND IS BEING OFFERED BY WAY OF THIS TRANCHE I PROSPECTUS DATED JUNE 29, 2021 CONTAINING INTER ALIA THE TERMS AND CONDITIONS OF TRANCHE I ISSUE ( “TRANCHE I PROSPECTUS”), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED JUNE 29, 2021 (“SHELF PROSPECTUS”) FILED WITH THE REGISTRAR OF COMPANIES, MUMBAI, MAHARASHTRA (“ROC”), STOCK EXCHANGES AND SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”). THE SHELF PROSPECTUS AND TRANCHE I PROSPECTUS CONSTITUTES THE PROSPECTUS (“PROSPECTUS”). THE UNSECURED NCDS WILL BE IN THE NATURE OF SUBORDINATED DEBT AND WILL BE ELIGIBLE FOR INCLUSION AS TIER II CAPITAL.THIS TRANCHE I ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED (THE “SEBI DEBT REGULATIONS”), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER AS AMENDED AND TO THE EXTENT NOTIFIED. OUR PROMOTER Our Promoter is IIFL Finance Limited (formerly known as IIFL Holdings Limited). For details of our Promoter, please refer to the section “Our Promoter” on page 129 of the Shelf Prospectus. GENERAL RISKS For taking an investment decision, investors must rely on their own examination of the Issuer and the Tranche I Issue, including the risks involved. Specific attention of the Investors is invited to the sections titled “Risk Factors” on page 19 of the Shelf Prospectus and “Material Developments” on page 29. This Tranche I Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), the National Housing Bank (“NHB”), any registrar of companies or any stock exchange in India. ISSUER ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Tranche I Prospectus read together with Shelf Prospectus contains all information with regard to the Issuer. The information contained in this Tranche I Prospectus read together with Shelf Prospectus is true and correct in all material respects 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 makes this Tranche I Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS For the details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date, Redemption Amount & Eligible Investors of the Unsecured NCDs, see chapter titled “Terms of the Issue” on page 55. For details relating to eligible investors please see “Issue Procedure” on page 71. CREDIT RATING The NCDs proposed to be issued under the Issue have been rated “CRISIL AA/Stable” (pronounced as CRISIL double A rating with stable outlook) for an amount of ₹50,000 million by CRISIL Ratings Limited (“CRISIL”) vide their rating letter dated June 11, 2021 and “BWR AA+/ Negative (Assigned)” (pronounced as “BWR Double A plus with Negative outlook”) for an amount of ₹ 50,000 million by Brickwork Ratings India Private Limited vide their rating letter dated June 11, 2021. The aforesaid rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new information. Please refer to Annexures A and B of this Tranche I Prospectus for the rationale of the above ratings. LISTING The NCDs offered through this Tranche I Prospectus are proposed to be listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). Our Company has received an ‘in-principle’ approval from BSE vide its letter no. DCS/BM/PI-BOND/006/21-22 dated June 24, 2021 and NSE vide its letter no. NSE/LIST/D/2021/0061 dated June 21, 2021. NSE shall be the designated stock exchange for the Issue. PUBLIC COMMENTS The Draft Shelf Prospectus dated June 17, 2021 was filed with BSE and NSE, pursuant to the provisions of the SEBI Debt Regulations was open for public comments for a period of seven Working Days from the date of filing of the Draft Shelf Prospectus with the BSE and NSE. LEAD MANAGERS TO THE ISSUE Edelweiss Financial Services Limited IIFL Securities Limited* ICICI Securities Limited Edelweiss House, Off CST Road 10th Floor, IIFL Centre, ICICI Centre, H.T. Parekh Marg, Kalina, Mumbai – 400 098, Maharashtra, India Kamala Centre, Senapati Bapat Marg, Churchgate, Mumbai - 400 020, Maharashtra, India Tel: +91 22 4086 3535 Lower Parel (West), Mumbai – 400 013, Maharashtra, India Tel: +91 22 2288 2460 Fax: +91 22 4086 3610 Tel: +91 22 4646 4600 Fax: +91 22 2282 6580 Email: [email protected] Fax: +91 22 2493 1073 Email: [email protected] Investor Grievance Email: Email: [email protected] Investor Grievance Email: [email protected] [email protected] Investor Grievance Email: [email protected] Website: www.icicisecurities.com Website: www.edelweissfin.com Website: www.iiflcap.com Contact person: Mr. Rupesh Khant Contact Person: Mr. Lokesh Singhi Contact Person: Ms. Nishita Mody Compliance Officer: Mr. Ankit Compliance Officer: Ms. Bhavana Kapadia Compliance Officer: Mr. Pawan Jain SEBI Registration Number: INM000011179 SEBI Registration No.: INM0000010650 SEBI Registration No.: INM000010940 CIN: L67120MH1995PLC086241 CIN: L99999MH1995PLC094641 CIN: L99999MH1996PLC132983 LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE DEBENTURE TRUSTEE TO THE ISSUE Trust Investment Advisors Private Limited Equirus Capital Private Limited Link Intime India Private Limited Catalyst Trusteeship Limited** 109/110, Balarama, 12th Floor, C Wing, Marathon Futurex, C-101, 247 Park, L.B.S. Marg, GDA House, Plot No. 85, Bandra Kurla Complex, Bandra (E), N.M. Joshi Marg, Lower Parel, Vikhroli (West), Bhusari Colony (Right), Kothrud, Mumbai - 400 051, Maharashtra, India Mumbai - 400 013, Maharashtra, India Mumbai - 400 083, Maharashtra, India Pune – 411 038, Maharashtra, India Tel: +91 22 4084 5000 Tel: +91 22 4332 0700 Tel.: + 91 22 4918 6200 Tel: +91 22 4922 0555 Fax: +91 22 4084 5066 Fax: +9122 4332 0750 Fax: + 91 22 4918 6195 Fax: +91 22 4922 0505 Email: [email protected] Email: [email protected] Email: [email protected] Email: [email protected] Investor Grievance Email: Investor Grievance Email: Investor Grievance Email: Investor Grievance Email: [email protected] [email protected] [email protected] [email protected] Website: www.trustgroup.in Website: www.equirus.com Website: www.linkintime.co.in Website: www.catalysttrustee.com Contact Person: Ms. Hani Jalan Contact person: Mr. Ankit Jain Contact Person: Shanti Gopalkrishnan Contact Person: Umesh Salvi Compliance Officer: Mr. Brijmohan Bohra Compliance Officer: Mr. Jyot Bhat Compliance Officer: B.N. Ramakrishnan Compliance Officer: Rakhi Kulkari SEBI Registration No.: INM000011120 SEBI Registration Number: INM000011286 SEBI Registration No: INR000004058 SEBI Registration No.: IND000000034 CIN: U67190MH2006PTC162464 CIN: U65910MH2007PTC172599 CIN: U67190MH1999PTC118368 CIN: U74999PN1997PLC110262 ISSUE PROGRAMME*** Tranche I Issue opens on: Tuesday, July 6, 2021 Tranche I Issue Closes on: Wednesday, July 28, 2021 * IIFL Securities Limited is deemed to be our associate