20180723163702-Samasta Microfinace IM 23.07.2018 PDF

Private & Confidential – For Private Circulation Only
(This Disclosure Document is not a Prospectus)
SAMASTA MICROFINANCE LIMITED
CIN No: U65191KA1995PLC057884

A Public Limited Company Incorporated under the Companies Act, 1956, as amended.
Registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934
(2 of 1934).
REGISTERED OFFICE: CORPORATE OFFICE:
418, 1/2A, 4th Cross, 6th Main, 37A, Sannathi Street, Theradi,
Wilson Garden, Bangalore, Thiruvottiyur,
Karnataka 560027 Chennai- 600019
Tel: 080-42913500 Tel: 080-42913500
E-mail: [email protected] E-mail: [email protected]
COMPLIANCE OFFICER: CHIEF FINANCIAL OFFICER:
Mr. Sutheja KJ Mr. Sreepal Jain

E-mail: [email protected] E-mail: [email protected]
DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF ISSUE OF 2,500 RATED, LISTED, TAXABLE,
TRANSFERABLE, REDEEMABLE, NON-CONVERTIBLE MARKET LINKED DEBENTURES OF FACE VALUE OF
RS.1,00,000/- (RUPEES ONE LAKH ONLY) EACH AT A PREMIUM OF RS.237 EACH, AGGREGATING
RS.25,05,92,500 (RUPEES TWENTY-FIVE CRORE FIVE LAKH NINTY TWO THOUSAND AND FIVE HUNDRED
ONLY) (THE “DEBENTURES”) ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”) BY SAMASTA
MICROFINANCE LIMITED (THE “ISSUER”)
SCHEDULE – I AND PAS-4 DISCLOSURES IN ACCORDANCE WITH REGULATION 21(1) OF SEBI (ISSUE AND
LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED FROM TIME TO TIME AND SECTION 42
OF COMPANIES ACT 2013 AND RULE 14(1) OF COMPANIES (PROSPECTUS AND ALLOTMENT OF
SECURITIES) RULES, 2014, RESPECTIVELY AND IN COMPLIANCE WITH COMPANIES (SHARE CAPITAL AND
DEBENTURES) RULES, 2014 AND IN COMPLIANCE WITH - MASTER DIRECTION - NON-BANKING
FINANCIAL COMPANY - SYSTEMICALLY IMPORTANT NON-DEPOSIT TAKING COMPANY AND DEPOSIT
TAKING COMPANY (RESERVE BANK) DIRECTIONS, 2016 DATED SEPTEMBER 01, 2016- ANNEXURE XIX, AS
AMENDED FROM TIME TO TIME.
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GENERAL RISK
Investors are advised to read the Disclosure Document carefully before taking an investment decision
in this Issue. For taking an investment decision the investor must rely on his examination of the Issuer
and the offer including the risks involved. The Issue of Debentures has not been recommended or
approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or
adequacy of this document. Special attention of investors is invited to the statement of Risk Factors in
this Disclosure Document.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer confirms that, as of the date hereof, this Disclosure Document contains all information that
is material in the context of the Issue and sale of the Debentures; is accurate in all material respects
and does not contain any untrue statement of a material fact or omit to state any material fact
necessary to make the statements herein, in the light of the circumstances under which they are
made, not misleading.
CREDIT RATING
CRISIL Ratings had assigned “CRISIL PP-MLD Ar” Stable for the earlier principal protected equity linked
debentures programme of Rs. 150 crore of the Issuer. The same rating is expected to continue for the
current issuance as well. The rating letter for the new earlier principal protected equity linked
debentures programme of Rs. 150 crores from CRISIL will be obtained before listing of securities from
the stock exchange.
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.
LISTING
The Secured, Redeemable, Non-Convertible Market Linked Debentures will be listed on the Wholesale
Debt Market (WDM) segment of the BSE Limited (“BSE”).
Registrar Trustee
Link Intime India Private Limited Vistra ITCL (India) Limited

C 101, 247 Park, (formerly IL&FS Trust Company Limited)
L B S Marg, Vikhroli West, The IL&FS Financial Centre,
Plot C- 22, G Block, 7th Floor
Mumbai 400 083.
Tel: +91 22 49186000 Bandra Kurla Complex, Bandra (East),
Fax: +91 22 49186060 Mumbai 400051
Email: [email protected] [email protected]
Email: [email protected] Tel: +9104424313234
Mobile: +919962030499
Website: www.linkintime.co.in LinkedIn Twitter | www.vistraitcl.com
Issue Opens on: As mentioned in the Term Sheet Issue Closes on: As mentioned in the Term
annexed Sheet annexed
This Disclosure Document is not a Prospectus under the Companies Act, 2013 (the “Companies Act”). This
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Disclosure Document is prepared in conformity with (i) Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated
June 06, 2008 as amended from time to time (together “SEBI Debt Regulations”); (ii) relevant provisions of
the Companies Act and rules made thereunder; (iii) SEBI circular Cir./IMD/DF/17/2011 dated September
28, 2011 titled ‘Guidelines for Issue and Listing of Structured Products/Market Linked Debentures”.
# The Issuer reserves the right to change the issue closing date and in such an event, the Deemed Date of
Allotment for the Debentures may also be revised by the Issuer at its sole and absolute discretion.
The Disclosure Document is dated 10th July, 2018
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IMPORTANT NOTICE GENERAL DISCLAIMER:
THIS INFORMATION MEMORANDUM (“DISCLOSURE DOCUMENT”) IS NEITHER A PROSPECTUS NOR A

STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT IS INTENDED FOR PRIVATE USE
AND SHOULD NOT BE CONSTRUED TO BE A PROSPECTUS AND/OR AN INVITATION TO THE PUBLIC OR A
SECTION OF THE PUBLIC FOR SUBSCRIPTION TO DEBENTURES UNDER ANY LAW FOR THE TIME BEING IN
FORCE. NEITHER THIS DISCLOSURE DOCUMENT NOT ANY OTHER INFORMATION SUPPLIED IN
CONNECTION WITH THE CONTEMPLATED ISSUE SHOULD BE CONSTRUED AS LEGAL, TAX, ACCOUNTING
OR INVESTMENT ADVICE.
APART FROM THIS INFORMATION MEMORANDUM, NO OTHER OFFER DOCUMENT OR PROSPECTUS HAS
BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE NOR IS SUCH A PROSPECTUS
REQUIRED TO BE REGISTERED UNDER APPLICABLE LAWS. ACCORDINGLY, THIS INFORMATION
MEMORANDUM HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE
REGISTERED.THE ISSUER DOES NOT UNDERTAKE TO UPDATE THE DISCLOSURE DOCUMENT TO REFLECT
SUBSEQUENT EVENTS AFTER THE DATE OF THIS MEMORANDUM AND THUS IT SHOULD NOT BE RELIED
UPON WITH RESPECT TO ANY SUCH SUBSEQUENT EVENTS WITHOUT FIRST CONFIRMING ITS ACCURACY
WITH THE ISSUER. NEITHER THE DELIVERY OF THIS DISCLOSURE DOCUMENT NOR ANY SALE OF THE NCD
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION OR CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE
HEREOF.
This Disclosure Document is for private placement of Debentures and has been prepared in conformity
with the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008
issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, and Securities and Exchange
Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular
no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, and SEBI circular no. CIR/IMD/DF/18/2013
dated October 29, 2013 and the Securities and Exchange Board of India (Issue and Listing of Debt
Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated
January 31, 2014 and section 42 of the Companies act, 2013 and the Companies (Prospectus and
Allotment of Securities) Rules, 2014. This Disclosure Document also complies with SEBI circular
Cir./IMD/DF/17/2011 dated September 28, 2011 titled ‘Guidelines for Issue and Listing of Structured
Products/Market Linked Debentures”. As per the applicable provisions, copy of this Disclosure Document
has not been filed or submitted to SEBI for its review and/or approval. Further, since the Issue is being
made on a private placement basis, the provisions of Section 42(7) of the Companies Act, 2013 shall be
applicable and accordingly, a copy of this Disclosure Document will be filed with the RoC within a period of
30 days from the date of circulation of the Disclosure Document.
This Disclosure Document has been prepared to provide general information about the Issuer to potential
investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This
Disclosure Document does not purport to contain all the information that any potential investor may
require. Neither this Disclosure Document nor any other information supplied in connection with the
Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this
Disclosure Document should not consider such receipt a recommendation to purchase any Debentures.
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Each investor contemplating purchasing 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. Each recipient of this Disclosure Document acknowledges that such person has not relied on the
Issuer or any of its affiliates, shareholders, directors, employees, agents or advisors in connection with its
investigation of the accuracy of such information or its investment decision and such person has relied
solely on its own examination of the creditworthiness of the Issuer and the merits and risks involved in
investing in the Debentures. Potential investors should consult their own financial, legal, tax and other
professional advisors as to the risks and investment considerations arising from an investment in the
Debentures and should possess the appropriate resources to analyze such investment and the suitability
of such investment to such investor’s particular circumstances.
No person has been authorized to give any information or to make any representation not contained or
incorporated by reference in this Disclosure Document or in any material made available by the Issuer to
any potential investor pursuant hereto and, if given or made, such information or representation must not
be relied upon as having been authorized by the Issuer.
This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who
have been addressed directly and specifically through a communication by the Issuer and only such
recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant
regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure
Document are intended to be used only by those investors to whom it is distributed. It is not intended for
distribution to any other person and should not be reproduced by the recipient.
No invitation is being made to any persons other than those to whom application forms along with this
Disclosure Document being issued have been sent by or on behalf of the Issuer. Any application by a
person to whom the Disclosure Document has not been sent by or on behalf of the Issuer shall be rejected
without assigning any reason.
Each person receiving this Disclosure Document acknowledges that:
Such person has been afforded an opportunity to request and to review and has received all additional
information considered by it to be necessary to verify the accuracy of or to supplement the information
herein. Each such person (i) is a knowledgeable and sophisticated investor; (ii) have the expertise in
assessing the credit, market and all the other risks involved in purchasing the Debentures; (iii) has done its
own independent assessment and analysis of the Issue; (iv) understands that, by purchase or holding of
the Debentures, it is assuming and is capable of bearing the risk of loss that may occur with respect to
Debentures, including the possibility that it may lose all or a substantial portion of investment.
The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the
date of the Disclosure Document except as required under law.
Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder shall, under
any circumstances, constitute a representation or create any implication that there has been no change in
the affairs of the Issuer since the date hereof.
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This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any
person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an
offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such
action is required. The distribution of this Disclosure Document and the offering and sale of the
Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this
Disclosure Document comes are required to inform themselves about and to observe any such
restrictions. The Disclosure Document is made available to investors in the Issue on the strict
understanding that the contents hereof are strictly confidential.
It is the responsibility of investors to ensure that any transfer of the Debentures is in accordance with this
Disclosure Document and the applicable laws, and ensure that the same does not constitute an offer to
the public.
The information and data contained herein is submitted to each of the recipient of this Disclosure
Document on a strictly private and confidential basis. By accepting a copy of this Disclosure Document,
each recipient agrees that neither it nor any of its employees or advisors will use the information
contained herein for any purpose other than evaluating the subscription to the Issue or will divulge to any
other party any such information. This Disclosure Document must not be photocopied, reproduced,
extracted or distributed in full or in part to any person other than the recipient without the prior written
consent of the Issuer.
DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
This Disclosure Document has not been filed with the Securities & Exchange Board of India (SEBI). The
securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or
adequacy of this document. This document should not, in any way, be deemed or construed to have 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 document. The issue of Debentures is being made on a
private placement basis and, therefore, filing of this document with SEBI is not required, however SEBI
reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this
document.
DISCLAIMER OF THE STOCK EXCHANGE
As required, a copy of this Disclosure Document shall be submitted to the NSE for hosting the same on its
website. It is to be distinctly understood that such submission of the document with NSE 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 NSE; 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 this Issuer’s securities will
be listed or continue to be listed on the exchange; nor does it take responsibility for the financial or other
soundness of the 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
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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.
DISCLAIMER IN RESPECT OF JURISDICTION
The private placement of Debenture is made in India to Companies, Corporate Bodies, Trusts registered
under the Indian Trusts Act, 1882, Societies registered under the Societies Registration Act, 1860 or any
other applicable laws, provided that such Trust/ Society is authorised under constitution/ rules/ byelaws
to hold debenture in a Company, Indian Mutual Funds registered with SEBI, Indian Financial Institutions,
Insurance Companies, Commercial Banks including Regional Rural Banks and Cooperative Banks,
Provident, Pension, Gratuity, Superannuation Funds as defined under Indian laws. The Disclosure
Document does not, however, constitute an offer to sell or an invitation to subscribe to securities offered
hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such
jurisdiction. Any person into whose possession this Disclosure Document comes is required to inform him
about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the
exclusive jurisdiction of the courts at Bangalore.
DISCLAIMER BY RESERVE BANK OF INDIA:
THE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED MAY 17, 2011 BEARING
REGISTRATION NO. B-02-00250 ISSUED BY THE RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE
RESERVE BANK OF INDIA ACT, 1934. HOWEVER, 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 REPAYMENT OF DEPOSITS/ DISCHARGE OF LIABILITY BY THE
COMPANY.
FORWARD LOOKING STATEMENTS
All statements in this Disclosure Document that are not statements of historical fact constitute “forward
looking statements”. All statements regarding the Issuer’s expected financial condition and results of
operations, business, plans and prospects are forward looking statements. These forward looking
statements and any other projections contained in this Disclosure Document (whether made by the Issuer
or any third party) are predictions and involve known and unknown risks, uncertainties and other factors
that may cause the Issuer’s actual results, performance and achievements to be materially different from
any future results, performance or achievements expressed or implied by such forward looking
statements or other projections. The forward looking statements, if any, contained in this Disclosure
Document are based on the beliefs of the management of the Issuer, as well as the assumptions made by
and information available to management as at the date of this Disclosure Document. There can be no
assurance that the expectations will prove to be correct. The Issuer expressly disclaims any obligation or
undertaking to release any updated information or revisions to any forward looking statements contained
herein to reflect any changes in the expectations or assumptions with regard thereto or any change in the
events, conditions or circumstances on which such statements are based. Given these uncertainties,
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recipients are cautioned not to place undue reliance on such forward looking statements. All subsequent
written and oral forward looking statements attributable to the Issuer are expressly qualified in their
entirety by reference to these cautionary statements.
Risk Factors:
An investment in this type of security involves a certain degree of risk. The investor should carefully
consider all the information contained in this disclosure document, including the risks and uncertainties
described below, before making an investment decision. The risk factors set forth below do not purport to
be complete or comprehensive in terms of all the risks that may arise in connection with our business or
any decision to purchase, own or dispose of the Debentures. Additional risks, which are currently unknown,
if materialises, may in the future have a material adverse effect on our business, financial condition and
results of operations. The market prices of the NCDs could decline due to such risks and you may lose all or
part of your investment.
DISCLAIMER IN RESPECT OF REFERENCE INDEX
The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited
("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the
Product(s) or any member of the public regarding the advisability of investing in securities generally or in
the Product(s) particularly or the ability of the NIFTY 50 Index to track general stock market performance
in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and
trade names of its Index which is determined, composed and calculated by IISL without regard to the
Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the
owners of the Product(s) into consideration in determining, composing or calculating the NIFTY 50 Index.
IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities
of the Product(s) to be issued or in the determination or calculation of the equation by which the
Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the
administration, marketing or trading of the Product(s). IISL does not guarantee the accuracy and/or the
completeness of the NIFTY 50 Index or any data included therein and they shall have no liability for any
errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to
results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the
use of the NIFTY 50 Index or any data included therein. IISL makes no express or implied warranties, and
expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect
to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any
and all liability for any damages or losses arising out of or related to the Products, including any and all
direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the
possibility of such damages”. An investor, by subscribing or purchasing an interest in the Product(s), will
be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses
above and will be bound by it.
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TERMS AND CONDITIONS RELATING TO THE REFERENCE INDEX
“Disruption Event" means any Change in Law, Market Disruption or Trading Disruption or Reference Index
Disruption;
“Change in Law” means that, on or after the Issue Date (a) due to the adoption of or any change in any
applicable law or regulation (including, without limitation, any tax law), or (b) due to the promulgation of
or any change in the interpretation by any court, tribunal or regulatory authority with competent
jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the
Company determines in its sole and absolute discretion that (i) it has become illegal for it or any of its
affiliates or agents acting on its behalf to hold, acquire or dispose of any Component Asset, or (ii) the
Company will incur a materially increased cost in performing its obligations in relation to the Debentures
(including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse
effect on the tax position of the Company and/or any of its affiliates or agents acting on its behalf);
“Component Asset” means any security comprised within the Reference Index from time to time;
“Disrupted Day” means, any Scheduled Trading Day on which a relevant Exchange fails to open for trading
during its regular trading session or on which a Market Disruption Event has occurred;
“Early Closure” means, the closure on an Exchange Business Day of the Exchange prior to its Scheduled
Closing Time unless such earlier closing time is announced by such Exchange at least one hour prior to the
earlier of (i) the actual closing time for the regular trading session on such Exchange on such Exchange
Business Day and (ii) the submission deadline for orders to be entered into the Exchange system for
execution at the Valuation Time on such Exchange Business Day;
“Exchange” means the BSE Limited, any successor to such exchange or any substitute exchange or
quotation system to which trading in such shares underlying such Reference Index has temporarily
relocated (provided that the Valuation Agent has determined that there is comparable liquidity relative to
such shares underlying such Reference Index on such temporary substitute exchange or quotation system
as on the original Exchange);
“Exchange Business Day” means, any Scheduled Trading Day on which the Exchange is open for trading
during its regular trading sessions, notwithstanding such Exchange closing prior to its Scheduled Closing
Time;
“Exchange Disruption” means, any event (other than an Early Closure) that (i) disrupts or impairs the
ability of market participants in general to obtain market values for, the Reference Index on the Exchange,
or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to such
Reference Index on any relevant Exchange;
“Market Disruption Event” means, the occurrence or existence of (i) a Trading Disruption, (ii) an Exchange
Disruption, which in either case the Valuation Agent determines is material, at any time during the one-
hour period that ends at the relevant Valuation Time, or (iii) an Early Closure. For the purpose of
determining whether a Market Disruption Event exists in relation to the Reference Index at any time, if a
Market Disruption Event occurs in respect of a security included in the Reference Index at any time, then
the relevant percentage contribution of that security to the level of the Reference Index shall be based on
a comparison of (a) the portion of the level of the Reference Index attributable to that security and (b) the
overall level of the Reference Index, in each case immediately before the occurrence of such Market
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Disruption Event. The Valuation Agent shall, as soon as reasonably practicable, notify the Registered
Debenture Holder of the existence or occurrence of a Disrupted Day on any day that but for the
occurrence or existence of a Disrupted Day would have been an Observation Date;
“Observation Date” shall mean each Date as specified in Annexure A below, provided that if such day is
not a Scheduled Trading Day then, as per Modified Following Business Day Convention or if the day which
would otherwise be the Observation Date, is a Disrupted Day, then the relevant Observation Date shall be
the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled
Trading Days immediately following the Observation Date is a Disrupted Day. In that case (a) that the
eighth Scheduled Trading Day shall be deemed to be the relevant Observation Date (notwithstanding the
fact that such day is a Disrupted Day) and (b) the Valuation Agent shall determine the level of the
Reference Index as of the Observation Time on that eighth Scheduled Trading Day in accordance with the
formula for and method of calculating the Reference Index last in effect prior to the occurrence of the first
Disrupted Day using the Exchange traded or quoted price as of the Observation Time on that eighth
Scheduled Trading Day of each security comprising the Reference Index (or, if an event giving rise to a
Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading Day, its
good faith estimate of the value for the relevant security as of the Valuation Time on that eighth
Scheduled Trading Day); provided always that the final Observation Date will not be later than the eighth
Business Day after the Final Fixing Date and if the eighth Scheduled Trading Day would be later than the
eighth Business Day after the Final Fixing Date, references to the eighth Scheduled Trading Day shall be
deemed to be the eighth Business Day after the Final Fixing Date;
“Observation Time” means any time within normal business hours as may be determined by the Valuation
Agent;
“Official Closing Level” means (subject to what is provided below in reference to Adjustments to the
Reference Index), the official closing level of the Reference Index of a given day as determined by the
Valuation Agent; “Scheduled Closing Time” means, in respect of the Exchange and a Scheduled Trading
Day, the scheduled weekday closing time of such Exchange on such Scheduled Trading Day, without
regard to after hours or any other trading outside of the regular trading session hours;
“Scheduled Trading Day” means any weekday on which the Exchange is scheduled to be open for trading
for their respective regular trading sessions (other than special trading sessions);
“Trading Disruption” means any suspension of or limitation imposed on trading by the relevant Exchange
or otherwise and whether by reason of movements in price exceeding limits permitted by the Exchange or
otherwise (i) on the Exchange relating to the relevant share that comprise 20.00% or more level of the
Reference Index or (ii) in futures or options contracts relating to the Reference Index on any relevant
Exchange;
“Valuation Time” means the Scheduled Closing Time on the Exchange. If the Exchange closes prior to its
Scheduled Closing Time and the specified Valuation Time is after the actual closing time for its regular
trading session, then the Valuation Time shall be such actual closing time.
Adjustments to the Reference Index If the Reference Index: i. is not calculated and published by the
sponsor of the Reference Index (“Sponsor”) but is calculated and published by a successor to the Sponsor
acceptable to the Valuation Agent; or ii. is replaced by a successor index using, in the determination of the
Sponsor, the same or a substantially similar formula for and method of calculating the Reference Index,
then in each case that index (the Successor Reference Index) will be deemed to be the Reference Index. If:
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(a) on or prior to any Observation Date or any other relevant date, the Sponsor announces that it will
make a material change in the formula for or the method of calculating the Reference Index or in any
other way materially modifies the Reference Index (other than a modification prescribed in that formula
or method to maintain the Reference Index in the event of changes in constituent stock and capitalization
and other routine events) (a “Reference Index Modification”); or (b) on an Observation Date, the Sponsor
fails to calculate and announce the Reference Index (a “Reference Index Disruption”) and, together with a
Reference Index Modification and a Reference Index Cancellation each a “Reference Index Adjustment
Event”), then the Valuation Agent shall, in its the sole and absolute discretion, determine if such
Reference Index Adjustment Event has a material effect on the Debentures and, if so, the Valuation Agent
will calculate the Official Closing Level using, in lieu of a published level for the Reference Index, the level
for the Reference Index as at the Valuation Time on the relevant Observation Date as determined by the
Valuation Agent in accordance with the formula for and method of calculating the Reference Index last in
effect prior to that change, failure or cancellation but using only those securities that comprised the
Reference Index immediately prior to that Reference Index Adjustment Event.
If the level of the Reference Index in relation to an Observation Date used or to be used by the Valuation
Agent to determine the Final Redemption Amount is subsequently corrected and such correction is
published by the Sponsor no later than the second Business Day prior to the Final Maturity Date, then the
level of the Reference Index for that Observation Date shall be the level of the Reference Index as so
corrected.
If, on or prior to any Observation Date, the Sponsor permanently cancels the Reference Index and no
Successor Reference Index exists (a “Reference Index Cancellation”), this shall constitute an Early
Redemption Event for Extraordinary Reason as referred to in the Terms and Conditions above and
accordingly consequent early redemption of the Debentures by the Company if so elected for by the
Company.
(a) If a Disruption Event occurs, the Company in its sole and absolute discretion may require the Valuation
Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to
any terms of the Debentures to account for the Disruption Event and determine the effective date of that
adjustment;
(b) Upon the occurrence of a Disruption Event, the Company shall give notice as soon as practicable to the
Registered Debenture Holders stating the occurrence of the Disruption Event, giving details thereof and
the action proposed to be taken in relation thereto, provided that any failure to give, or non-receipt of,
such notice will not affect the validity of the Disruption Event.
DISCLOSURES AND INFORMATION RELATING TO THE REFERENCE INDEX PERTAINING TO PRINCIPAL

PROTECTED SECURED REDEEMABLE NON CONVERTIBLE MARKET LINKED DEBENTURES
Standard Risk Factors related to the Reference Index/Portfolio Investment in mutual fund units involves
investment risks such as trading volumes, settlement risk, liquidity risk, Default risk, including the possible
loss of principal. As the price / value / interest rates of the securities in which the Scheme invest
fluctuates, the value of the Investment in the Scheme may go up or down. In addition to the factors that
affect the value of individual investments in the Scheme, the Net Asset Value (“NAV “) of the Scheme can
be expected to fluctuate with movements in the broader equity and bond markets and may be influenced
by factors affecting capital and money markets in general, such as, but not limited to, changes in interest
rates, currency exchange rates, changes in Governmental policies, taxation, political, economic or other
developments and increased volatility in the stock and bond markets. Past performance of the
Sponsor/AMC/Mutual Fund does not guarantee future performance of the Scheme. The name of the
Scheme does not in any manner indicate either the quality of the Scheme or its future prospects and
11
returns. The Reference Index/portfolio constitutes of 4 identified Mutual Fund scheme hence, scheme
specific risk factors of such Underlying Schemes will be applicable. All risks associated with Underlying
Schemes, including performance of their underlying stocks, derivative instruments, stock-lending, and off-
shore investments etc., will therefore be applicable in the case of the Scheme. Investors who intend to
invest in the Scheme are required to and deemed to have understood the risk factors of the Underlying
Schemes.
The investors should refer to the Scheme Information Documents and the related addenda for the scheme
specific risk factors and special consideration of the respective Underlying Schemes.
The Underlying Funds may suspend or restrict the purchase/redemption of units due to occurrence of
certain events as specified in the respective Scheme Information Document. The Issuer at it sole discretion
may change a scheme or change the allocation to the existing scheme if such an event occurs.
Risk factors associated with investing in Fixed Income Securities
The Net Asset Value (NAV) of the Scheme(s), to the extent invested in Debt and Money Market
instruments, will be affected by changes in the general level of interest rates. The NAV of the Scheme(s) is
expected to increase from a fall in interest rates while it would be adversely affected by an increase in the
level of interest rates. Money market instruments, while fairly liquid, lack a well-developed secondary
market, which may restrict the selling ability of the Scheme(s) and may lead to the Scheme(s) incurring
losses till the security is finally sold.
Investments in money market instruments involve credit risk commensurate with short term rating of the
issuers.
Investment in Debt instruments are subject to varying degree of credit risk or default risk (i.e. the risk of
an issuer's inability to meet interest and principal payments on its obligations) or any other issues, which
may have their credit ratings downgraded. Changes in financial conditions of an issuer, changes in
economic and political conditions in general, or changes in economic and/ or political conditions specific
to an issuer, all of which are factors that may have an adverse impact on an issuer's credit quality and
security values. This may increase the risk of the portfolio. The Investment Manager will endeavor to
manage credit risk through inhouse credit analysis.
Government securities where a fixed return is offered run price-risk like any other fixed income security.
Generally, when interest rates rise, prices of fixed income securities fall and when interest rates drop, the
prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity
and the increase or decrease in the level of interest rates. The new level of interest rate is determined by
the rates at which government raises new money and/or the price levels at which the market is already
dealing in existing securities. The price-risk is not unique to Government Securities. It exists for all fixed
income securities. However, Government Securities are unique in the sense that their credit risk generally
remains zero. Therefore, their prices are influenced only by movement in interest rates in the financial
system.
Different types of fixed income securities in which the Scheme(s) would invest as given in the Scheme
Information Document carry different levels and types of risk. Accordingly, the Scheme(s) risk may
increase or decrease depending upon its investment pattern. e.g. corporate bonds carry a higher level of
risk than Government securities. Further even among corporate bonds, AAA rated bonds, are
comparatively less risky than AA rated bonds.
12
The AMC may, considering the overall level of risk of the portfolio, invest in lower rated / unrated
securities offering higher yields as well as zero coupon securities that offer attractive yields. This may
increase the absolute level of risk of the portfolio.
The AMC may choose to invest in zero coupon securities that offer attractive yields. This may increase the
risk of the portfolio. Zero coupon or deep discount bonds are debt obligations that do not entitle the
holder to any periodic payment of interest prior to maturity or a specified date when the securities begin
paying current interest and therefore, are generally issued and traded at a discount to their face values.
The discount depends on the time remaining until maturity or the date when securities begin paying
current interest. It also varies depending on the prevailing interest rates, liquidity of the security and the
perceived credit risk of the Issuer. The market prices of zero coupon securities are generally more volatile
than the market prices of securities that pay interest periodically. As zero coupon securities do not
provide periodic interest payments to the holder of the security, these securities are more sensitive to
changes in interest rates and are subject to issuer default risk. Therefore, the interest rate risk of zero
coupon securities is higher.
• Prepayment Risk: Certain fixed income securities give an issuer the right to call back its securities before
their maturity date, in periods of declining interest rates. The possibility of such prepayment may force
the Scheme to reinvest the proceeds of such investments in securities offering lower yields, resulting in
lower interest income for the fund.
• Reinvestment Risk: This risk refers to the interest rate levels at which cash flows received from the
securities in the Schemes are reinvested. The additional income from reinvestment is the "interest on
interest" component. The risk is that the rate at which interim cash flows can be reinvested may be lower
than that originally assumed.
• Settlement Risk: Different segments of Indian financial markets have different settlement periods and
such periods may be extended significantly by unforeseen circumstances. Delays or other problems in
settlement of transactions could result in temporary periods when the assets of the Scheme are
uninvested and no return is earned thereon. The inability of the Scheme to make intended securities
purchases, due to settlement problems, could cause the Scheme to miss certain investment opportunities.
Similarly, the inability to sell securities held in the Scheme’s portfolio, due to the absence of a well-
developed and liquid secondary market for debt securities, may result at times in potential losses to the
Scheme in the event of a subsequent decline in the value of securities held in the Scheme's portfolio.
• The Scheme(s) at times may receive large number of redemption requests, leading to an asset liability
mismatch and therefore, requiring the investment manager to make a distress sale of the securities
leading to realignment of the portfolio and consequently resulting in investment in lower yield
instruments.
General Risk factors
• Trading volumes, settlement periods and transfer procedures may restrict the liquidity of the
investments made by the Scheme(s). Different segments of the Indian financial markets have different
settlement periods and such periods may be extended significantly by unforeseen circumstances leading
to delays in receipt of proceeds from sale of securities. The NAV of the Units of the Scheme(s) can go up or
down because of various factors that affect the capital markets in general.
• As the liquidity of the investments made by the Scheme(s) could, at times, be restricted by trading
13
volumes and settlement periods, the time taken by the Mutual Fund for redemption of Units may be
significant in the event of an inordinately large number of redemption requests or restructuring of the
Scheme(s). In view of the above, the Trustee has the right, in its sole discretion, to limit redemptions
(including suspending redemptions) under certain circumstances, as described under "Right to Limit
Redemptions" in Section 'Restrictions, if any, on the right to freely retain or dispose of units being offered'
mentioned in SID.
• At times, due to the forces and factors affecting the capital market, the Scheme(s) may not be able to
invest in securities falling within its investment objective resulting in holding the monies collected by it in
cash or cash equivalent or invest the same in other permissible securities / investments amounting to
substantial reduction in the earning capability of the Scheme(s). The Scheme(s) may retain certain
investments in cash or cash equivalents for its day-to-day liquidity requirements.
• Securities, which are not quoted on the stock exchanges, are inherently illiquid in nature and carry a
larger amount of liquidity risk, in comparison to securities that are listed on the exchanges or offer other
exit options to the investor, including a put option. The AMC may choose to invest in unlisted securities
that offer attractive returns. This may increase the risk of the portfolio.
• Investment strategy to be adopted by the Scheme(s) may carry the risk of significant variance between
the portfolio allocation of the Scheme(s) and the Benchmark particularly over a short to medium term
period.
• Performance of the Scheme may be affected by political, social, and economic developments, which
may include changes in government policies, diplomatic conditions, and taxation policies.
 Although the principal value on the debentures is protected on maturity, the investment return on the
debentures is linked to the performance of the underlying Nifty 50 Index.
 An investor in the debenture will not be entitled to receiving any interest payments and/or dividends
and/or other distributions in the constituent stocks of the Nifty 50 index during the term of the
debenture.
 Even though the investment return on the debentures is linked to the Nifty 50 index the return on the
debentures may not reflect the return an investor may realize if the investor was to actually own each of
the constituent stocks comprising the Nifty 50 index. Further, the debenture holders will have no
ownership rights on the constituent stocks of the Nifty 50 index.
Risk Factors: An investment in this type of security involves a certain degree of risk. The investor should
carefully consider all the information contained in this disclosure document, including the risks and
uncertainties described below, before making an investment decision. The risk factors set forth below do
not purport to be complete or comprehensive in terms of all the risks that may arise in connection with
our business or any decision to purchase, own or dispose of the Debentures. The following risk factors are
determined on the basis of their materiality. In determining the materiality of risk factors, we have
considered risks which may not be material individually but may be material when considered collectively,
which may have a qualitative impact though not quantitative, which may not be material at present but
may have a material impact in the future.
14
Structure Risks
PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ THESE KEY RISKS ASSOCIATED WITH THE
DEBENTURES. THESE RISKS ARE NOT, AND ARE NOT INTENDED TO BE, A COMPLETE LIST OF ALL RISKS AND
CONSIDERATIONS RELEVANT TO THE DEBENTURES OR YOUR DECISION TO PURCHASE THE DEBENTURES.
The Debentures being structured debentures are sophisticated instruments which involve a significant
degree of risk and are intended for sale only to those Investors capable of understanding the risks
involved in such instruments. Please note that both the return on the Debentures and the return of the
principal amount in full are at risk if the Debentures are not held till, or for any reason have to be sold or
redeemed, before the final Redemption Date. The Debentures are a principal protected product only upon
maturity. The Debentures are structured and are complex and an investment in such a structured product
may involve a higher risk of loss of a part of the initial investment as compared to investment in other
securities unless held till final Redemption Date. The Registered Debenture Holder shall receive at least
the face value of the Debenture only if the Investor holds and is able to hold the Debentures till the final
Redemption Date. Prior to investing in the Debentures, a prospective Investor should ensure that such
prospective Investor understands the nature of all the risks associated with the investment in order to
determine whether the investment is suitable for such prospective Investor in light of such prospective
Investor’s experience, objectives, financial position and other relevant circumstances. Prospective
Investors should independently consult with their legal, regulatory, tax, financial and/or accounting
advisors to the extent the prospective Investor considers necessary in order to make their own investment
decisions. An investment in Debentures where the payment of premium (if any), and/or coupon and/or
other consideration (if any) payable or deliverable thereon is determined by reference to one or more
equity or debt securities, indices, baskets, formulas or other assets or basis of reference will entail
significant risks not associated with a conventional fixed rate or floating rate debt security. Such risks
include, without limitation, changes in the level or value of the relevant underlying equity or debt
securities or basket or index or indices of equity or debt securities or other underlying asset or basis of
reference and the holder of the Debentures may receive a lower (or no) amount of premium, coupon or
other consideration than the holder expected. The Company has no control over a number of matters that
are important in determining the existence, magnitude and longevity of such risks and their results,
including, but not limited to, economic, financial and political events. In addition, if an index or formula
used to determine any amounts payable or deliverable in respect of the Debentures contains a multiplier
or leverage factor, the effect of any change in such index or formula will be magnified. In recent times, the
values of certain indices, baskets and formulas have been volatile and volatility in those and other indices,
baskets and formulas may occur in the future.
Product related risk factors: The composition of the securities underlying the Reference Index to which a
Debenture may be linked may change over time The composition of the constituents of the Reference
Index to which the Debentures are linked may change over time. The Reference Index sponsor may, in its
sole discretion, add, delete or substitute the securities underlying the index or make other methodological
changes required by certain corporate events relating to the securities underlying the Reference Index
that could change the value of the index. There may be additions to the securities in Reference Index to
which the Registered Debenture Holders may not want exposure, or deletions of securities to which they
would want exposure. The Registered Debenture Holders should not place undue reliance on the
creditworthiness, business plans or prospects or other factors relating to any particular issuer of
constituents of Reference Index as of the date hereof.
(b) Disclaimer in relation to Valuation the Issuer has appointed a Valuation Agent. Any valuations as may
be provided by the Valuation Agent, on the website of the Issuer and the Valuation Agent or otherwise, do
15
not represent the actual price of the Debentures that may be received upon sale or redemption of
Debentures. They merely represent the Valuation Agent’s computation of the valuation which may in turn
be based on several assumptions. The valuation will reflect the independent views of the Valuation Agent.
It is expressly stated that the valuation will not be the view of the Issuer or its affiliates. The Issuer will not
review the valuation and will not be responsible for the accuracy of the valuations. The valuations that will
be provided by the Valuation Agent and made available on the website of the Issuer and the Valuation
Agent, at a frequency of not less than once a calendar week, and the said valuation will not represent the
actual price that may be received upon sale or redemption of the Debentures. It will merely represent the
Valuation Agent’s computation of the valuation which may in turn be based on several assumptions. The
valuations that will be provided by the Valuation Agent may include the use of proprietary models (that
are different from the proprietary models used by the Issuer and/or the Valuation agent) and
consequently, valuations provided by other parties (including the Issuer and/or the Valuation agent) may
be significantly different.
Risks relating to Debentures due to linkages to the reference asset
An investment in any series of Debentures that has payments of principal, coupon or both, indexed to the
value of any equity share, index or any other rate, asset or index, or a basket including one or more of the
foregoing and /or to the number of observation of such value falling within or outside a pre-stipulated
range (each of the foregoing, a “Reference Value”) will entail significant risks not associated with a
conventional fixed rate or floating rate debt security. Such risks include, without limitation, changes in the
applicable Reference Value and how such changes will impact the amount of any principal or coupon
payments linked to the applicable Reference Value. The Company has no control over a number of
matters that are important in determining the existence, magnitude and longevity of such risks and their
results, including economic, financial and political events. Past performance of any Reference Value to
which any principal or coupon payments may be linked is not necessarily indicative of future performance.
Investors should be aware that a Reference Value may go down as well as up and/or be volatile and the
resulting impact such changes will have on the amount of any principal or coupon payments will depend
on the applicable index formula. The Registered Debenture Holder shall receive at least the face value of
the Debenture only if the Investor holds and is able to hold the Debentures and the Debentures are not
sold or redeemed or bought back till the Final Maturity Date.
If so specified, the early redemption amount, if any, may in certain circumstances be determined by the
Valuation Agent based upon the market value of the Debentures less any costs associated with unwinding
any hedge positions relating to the particular series of Debentures. In the event the terms and conditions
do not provide for a minimum redemption amount even in the event of an early redemption, then on such
occurrence a holder may receive less than 100.00% of the principal amount. In case of principal/capital
protected market linked debentures, the principal amount is subject to the credit risk of the Issuer
whereby the Registered Debenture Holder may or may not recover all or part of the funds in case of
default by the Issuer. However, if the Debentures are held till the final maturity date, subject to credit risk
of the Issuer, the Registered Debenture Holder of the Debenture will receive at least the principal amount.
The Debentures are likely to be less liquid than conventional fixed or floating rate debt instruments. No
representation will be made as to the existence of a market for a series of Debentures. While the
Company intends under ordinary market conditions to indicate and/or procure indication of prices for any
such Debentures there can be no assurance as to the prices that would be indicated or that the Company
will offer and/or cause to purchase any Debentures. The price given, if any, will be affected by many
factors including, but not limited to, the remaining term and outstanding principal amount of the
16
particular series of Debentures, the level of the Reference Value, fluctuations in interest rates and/or in
exchange rates, volatility in the Reference Value used to calculate the amount of any coupon or principal
payments, and credit spreads. Consequently, prospective Investors must be prepared to hold any series of
Debentures for an indefinite period of time or until the redemption or maturity of the Debentures.
Trading levels of any Debentures will be influenced by, among other things, the relative level and
performance of the applicable Reference Value and the factors described above.
No Claim against reference asset Registered Debenture Holders do not have any interest in or rights to
the underlying assets, indices or securities to which Debentures relate.
Risks Relating to Our Business
The following are the risks envisaged by the management. Potential investors should consider these risk
factors carefully for evaluating the trading or profitability of the Company and its business before making
any investment decision. Unless the context requires otherwise, the risk factors described below apply to
the Company only.
The Investors must rely on their own examination and investigation of the Company and its business, their
promoters, associate companies and the Issue including the risks and uncertainties involved.
The Company and its business are subject to risks, uncertainties and assumptions, internal as well as
external, and could materially affect the performance of the Company. The following are some of the
important factors that could cause actual results to differ materially from the Company’s expectations:
We deal with higher risk clients and provide unsecured loans. Hence our business is exposed to risk of
NPAs.
The majority of our loans are unsecured and the clients of these unsecured loans are of the high risk
category and if we are unable to control the level of non-performing loans (“NPAs”) in the future, or if our
loan loss reserves are insufficient to cover future loan losses, our financial condition and results of
operations may be materially and adversely affected.)
A majority of our loans are unsecured and the clients of these unsecured loans are of the high risk
category. There is uncertainty on the client’s ability to fulfil its loan obligations as MFI clients typically do
not have bank accounts or proper income proof verification so it can be difficult to verify all client details
and assess the risk. Such non-performing or low credit quality loans can negatively impact our results of
operations.
The Issuer has various procedures and process controls in place to mitigate the risk. All group lending
loans are provided under the Grameen Model and based on the joint liability of the group.
We cannot assure you that we will be able to effectively control and reduce the level of the impaired loans
in our total loan portfolio. The amount of our reported NPAs may increase in the future as a result of
growth in our total loan portfolio, and also due to factors beyond our control, such as over -extended
member credit that we are unaware of. If we are unable to manage our NPAs or adequately recover our
loans, our results of operations will be adversely affected.
Our current loan loss reserves may not be adequate to cover an increase in the amount of NPAs or any
future deterioration in the overall credit quality of our total loan portfolio. As a result, if the quality of our
17
total loan portfolio deteriorates we may be required to increase our loan loss reserves, which will
adversely affect our financial condition and results of operations. Our customers/borrowers are poor and,
as a result, might be vulnerable if economic conditions worsen or growth rates decelerate in India, or if
there are natural disasters such as floods and droughts in areas where our customers live. Moreover,
there is no precise method for predicting loan and credit losses, and we cannot assure you that our
monitoring and risk management procedures will effectively predict such losses or that loan loss reserves
will be sufficient to cover actual losses. If we are unable to control or reduce the level of our NPAs or poor
credit quality loans, our financial condition and results of our operations could be materially and adversely
affected.
Further, while we believe that our security interests are perfected and legally enforceable, they might not
be deemed as such in an Indian court.
Our business operates through a large number of rural and semi urban branches and is exposed to
operational risks including fraud
We are exposed to operational risks, including fraud, petty theft and embezzlement, as we handle a large
amount of cash due to high volume of small transactions. This could harm our operations and our financial
position
As we handle a large amount of cash through a high volume of small transactions taking place in our
network, we are exposed to the risk of fraud or other misconduct by employees or outsiders. These risks
are further compounded due to the high level of delegation of power and responsibilities our business
model requires. Given the high volume of transactions processed by us, certain instances of fraud and
misconduct may go unnoticed before they are discovered and successfully rectified. Even when we
discover such instances of fraud or theft and pursue them to the full extent of the law or with our
insurance carriers, there can be no assurance that we will recover any such amounts. In addition, our
dependence upon automated systems to record and process transactions may further increase the risk
that technical system flaws or employee tampering or manipulation of those systems will result in losses
that are difficult to detect.
To mitigate the above risk, we maintain an internal audit process to ensure the operations team follows
the defined procedures and reports any deviations to the operations staff and management team. We
also have a MIS system able to generate data analysis that can be used to monitor financial and
operational performance.
Loans due within two years’ account for almost all of our interest income, and a significant reduction in
short term loans may result in a corresponding decrease in our interest income
All of the loans we issue are due within approximately two years of disbursement. The relatively short-
term nature of our loans means that our long-term interest income stream is less certain than if a portion
of our loans were for a longer term. In addition, our customers may not obtain new loans from us upon
maturity of their existing loans, particularly if competition increases. The potential instability of our
interest income could materially and adversely affect our results of operations and financial position.
We are exposed to certain political, regulatory and concentration of risks and plan to expand into newer
geographic locations
18
Due to the nature of operations, we are exposed to political, regulatory and concentration risks. We
believe a mitigant to this is to expand its geographical reach and we are consequently expanding
operations in different geographies.
If we are not effectively able to manage such operations and expansion, we may lose money invested in
such expansion, which could adversely affect our business and results of operations.
Large scale attrition, especially at the senior management level, can make it difficult for us to manage
our business
If we are not able to attract, motivate, integrate or retain qualified personnel at levels of experience that
are necessary to maintain our quality and reputation, it will be difficult for us to manage our business and
growth
We depend on the services of our executive officers and key employees for our continued operations and
growth. In particular, our senior management has significant experience in the microfinance, banking and
financial services industries. The loss of any of our executive officers, key employees or senior managers
could negatively affect our ability to execute our business strategy, including our ability to manage our
rapid growth. Our business is also dependent on our team of personnel who directly manage our
relationships with our members. Our business and profits would suffer adversely if a substantial number
of such personnel left us or became ineffective in servicing our members over a period of time. Our future
success will depend in large part on our ability to identify, attract and retain highly skilled managerial and
other personnel. Competition for individuals with such specialized knowledge and experience is intense in
our industry, and we may be unable to attract, motivate, integrate or retain qualified personnel at levels
of experience that are necessary to maintain our quality and reputation or to sustain or expand our
operations. The loss of the services of such personnel or the inability to identify, attract and retain
qualified personnel in the future would make it difficult for us to manage our business and growth and to
meet key objectives.
Our business and results of operations would be adversely affected by strikes, work stoppages or
increased wage demands by our employees
Our employees are not currently unionized. However, there can be no assurance that they will not
unionize in the future. If our employees unionize, it may become difficult for us to maintain flexible labour
policies, and we could incur higher labour costs, which would adversely affect our business and results of
operations.
Our insurance coverage may not adequately protect us against losses.
Successful claims that exceed our insurance coverage could harm our results of operations and diminish
our financial position.
We maintain insurance coverage of the type and in the amounts that we believe are commensurate with
our operations and other general liability insurances. Our insurance policies, however, may not provide
adequate coverage in certain circumstances and may be subject to certain deductibles, exclusions and
limits on coverage.
In addition, there are various types of risks and losses for which we do not maintain insurance, such as
losses due to business interruption and natural disasters, because they are either uninsurable or because
19
insurance is not available to us on acceptable terms. A successful assertion of one or more large claims
against us that exceeds our available insurance coverage or results in changes in our insurance policies,
including premium increases or the imposition of a larger deductible or co-insurance requirement, could
adversely affect our business, financial condition and results of operations. We do not have director ‘s and
officer ‘s insurance which could impact an individual ‘s decision to serve on our Board of Directors.
Microcredit lending poses unique risks not generally associated with other forms of lending in India,
and, as a result, we may experience increased levels of NPAs and related provisions and write-offs that
negatively impact our results of operations
Our core mission is to provide loans to fund the small businesses and other income generating activities of
our customers. Our customers are typically poor and illiterate women living in rural India, who have
limited sources of income, savings and credit histories, and who cannot provide us with any collateral or
security for their borrowings. We also disburse non-interest bearing loans to our customers in the event of
emergencies, such as pregnancy, funerals and natural disasters. In addition, we have extended loan
repayment moratoriums of two to three weeks to customers who have been victims of flood conditions.
While we do extend such moratoriums on a case by case basis, extensive flood conditions could adversely
affect the ability of our customers to make loan payments on time and in turn negatively impact our
results of operations. As a result, our customers pose a higher risk of default than borrowers with greater
financial resources and more established credit histories and borrowers living in urban areas with better
access to education, employment opportunities, and social services.
In addition, we rely on non-traditional guarantee mechanisms in connection with our loan products, which
are generally secured by informal individual and group guarantees, rather than tangible assets. As a result,
our loan products pose a higher degree of risk than loans secured with physical collateral. Due to the
precarious circumstances of our customers and our non-traditional lending practices we may, in the
future, experience increased levels of non-performing loans and related provisions and write-offs that
negatively impact our business and results of operations.
A credit enhancement happens by way of guarantee of loan to an individual member of a group by all the
other members of the group. The ability to repay the loan is taken care of by internal credit evaluation
and intention to repay is taken care of by the mutual guarantee of group customers.
We require certain statutory and regulatory approvals for conducting our business and our failure to
obtain or retain them in a timely manner, or at all, may adversely affect our operations
NBFCs in India are subject to strict regulation and supervision by the RBI. Pursuant to the Master Circular-
‘Non-Banking Financial Company-Micro Finance Institutions’ (NBFC-MFIs) – Directions dated July 1, 2014
(as updated from time to time, the NBFC-MFI Directions) issued by the RBI, we are required to maintain
our status as a Non-Banking Finance Company – Micro Finance Institution (“NBFC- MFI”) in order to be
eligible for categorization as priority sector advance for bank loans. See risk factor titled ―Current
Microfinance Industry Challenges for details. We require certain approvals, licenses, registrations and
permissions for operating our business, including registration with the RBI as a NBFC-MFI. Further, such
approvals, licenses, registrations and permissions must be maintained/renewed over time, applicable
requirements may change and we may not be aware of or comply with all requirements all of the time.
Additionally, we may need additional approvals from regulators to introduce new insurance and other fee
based products to our members. In particular, we are required to obtain a certificate of registration for
carrying on business as a NBFC-MFI that is subject to numerous conditions. In addition, our branches are
required to be registered under the relevant shops and establishments laws of the states in which they
20
are located. The shops and establishment laws regulate various employment conditions, including working
hours, holidays and leave and overtime compensation. If we fail to obtain or retain any of these approvals
or licenses, or renewals thereof, in a timely manner, or at all, our business may be adversely affected. If
we fail to comply, or a regulator claims we have not complied, with any of these conditions, our certificate
of registration may be suspended or cancelled and we shall not be able to carry on such activities. If we
fail to comply with the NBFC-MFI Directions and fail to maintain the status of NBFC-MFI, we will not be
eligible for priority sector loans from the Indian banking sector and may also attract penal provisions
under the RBI Act, 1934 for non-compliance.
We may be required to increase our capital ratio or amount of loan loss reserves, which may result in
changes to our business and accounting practices that would harm our business and results of
operation.
We are subject to the RBI minimum capital to risk weighted assets ratio regulations. Pursuant to Section
45 -IC of the Reserve Bank of India Act 1934, every NBFC-MFI is required to create a reserve fund and
transfer thereto a sum not less than 20 percent of its net profit every year, as disclosed in the profit and
loss account and before any dividend is declared. We are also required to maintain a minimum capital
adequacy ratio of 15.00 percent in relation to our aggregate risk-weighted assets and risk adjusted
assigned loans. The ratio must equal or exceed 15.00 percent.
The RBI may also in the future require compliance with other financial ratios and standards. Compliance
with such regulatory requirements in the future may require us to alter our business and accounting
practices or take other actions that could materially harm our business and operating results.
Competition from banks and financial institutions, as well as state-sponsored social programs, may
adversely affect our profitability and position in the Indian microcredit lending industry
We face our most significant competition from other micro finance institutions (MFIs) and banks in India.
Many of the institutions with which we compete have greater assets and better access to, and lower cost
of, funding than we do. In certain areas, they may also have better name recognition and larger member
bases than us. We anticipate that we may encounter greater competition as we continue expanding our
operations in India, which may result in an adverse effect on our business, results of operations and
financial condition.
We believe traditional commercial banks as well as regional rural and cooperative banks have generally
not directly targeted the rural lower income segments of the population for new customers. However,
some banks do participate in microfinance by financing the loan programs of self-help groups often in
partnership with NGOs. Banks also indirectly participate in microfinance by making loans and providing
other sources of funding to other MFIs. In addition, we are aware that some commercial banks are
beginning to directly compete with for –profit MFIs for lower income segment customers in certain
geographies.
Movement in market interest rates may adversely affect the margins of the Issuer
Changes in interest rates at which the Issuer borrows can impact spreads, especially in the short term.
Increase in cost of funds can severely squeeze margins, impacting profitability and operational self-
sufficiency of MFIs. With increasing competition and pressure to cut interest rates, the Issuer may not be
in a position to pass interest rate increases to clients. Further, the new directions issued by the RBI, the
21
NBFC-MFI Directions (following the recommendations of the Malegam Committee Report) has introduced
restrictions on margins, interest rates and processing fees and will increase interest rate risk for the Issuer.
External Risk Factors:
1. Financial difficulties and other problems in certain financial institutions in India could cause our
business to suffer and adversely affect our results of operations.
We are exposed to the risks of the Indian financial system, which in turn may be affected by financial
difficulties and other problems faced by certain Indian financial institutions. Certain Indian financial
institutions have experienced difficulties during recent years. Some co-operative banks (which tend to
operate in rural sector) have also faced serious financial and liquidity crises. There has been a trend
towards consolidation with weaker banks and NBFCs being merged with stronger entities. The
problems faced by individual Indian financial institutions and any instability in or difficulties faced by
the Indian financial system generally could create adverse market perception about Indian financial
institutions, banks and NBFCs. This in turn could adversely affect our business, our future financial
performance, our shareholders’ funds and the market price of our NCDs.
2. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries
could adversely affect the financial markets and our business
Terrorist attacks and other acts of violence or war may negatively affect our business and may also
adversely affect the worldwide financial markets. These acts may also result in a loss of business
confidence. In addition, any deterioration in relations between India and its neighbouring countries
might result in investor concern about stability in the region, which could adversely affect our
business.
India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as
well as other adverse social, economic and political events in India could have a negative impact on us.
Such incidents could also create a greater perception that investment in Indian companies involves a
higher degree of risk and could have an adverse impact on our business and the market price of our
NCDs.
3. Natural calamities could have a negative impact on the Indian economy, particularly the agriculture
sector, and cause our business to suffer
India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the
past few years. The extent and severity of these natural disasters determines their impact on the
Indian economy. The erratic progress of the monsoon in 2012 affected sowing operations for certain
crops. Further, prolonged spells of below normal rainfall or other natural calamities could have a
negative impact on the Indian economy thereby, adversely affecting our business.
4. Instability of economic policies and the political situation in India could adversely affect the
fortunes of the industry
There is no assurance that the liberalization policies of the government will continue in the future.
Protests against privatization could slow down the pace of liberalization and deregulation. The
Government of India plays an important role by regulating the policies and regulations that govern the
private sector. The current economic policies of the government may change at a later date. The pace
22
of economic liberalization could change and specific laws and policies affecting the industry and other
policies affecting investments in our Company’s business could change as well. A significant change in
India’s economic liberalization and deregulation policies could disrupt business and economic
conditions in India and thereby affect our Company’s business.
Unstable domestic as well as international political environment could impact the economic
performance in the short term as well as the long term. The Government of India has pursued the
economic liberalization policies including relaxing restrictions on the private sector over the past
several years. The present Government has also announced polices and taken initiatives that support
continued economic liberalization.
The Government has traditionally exercised and continues to exercise a significant influence over
many aspects of the Indian economy. Our Company’s business may be affected not only by changes in
interest rates, changes in Government policy, taxation, social and civil unrest but also by other
political, economic or other developments in or affecting India.
5. Companies operating in India are subject to a variety of central and state government taxes and
surcharges.
Tax and other levies imposed by the central and state governments in India that affect our tax liability
include: (i) central and state taxes and other levies; (ii) income tax; (iii) value added tax; (iv) turnover
tax; (v) service tax; (vi) stamp duty; and (vii) other special taxes and surcharges which are introduced
on a temporary or permanent basis from time to time. Moreover, the central and state tax scheme in
India is extensive and subject to change from time to time. For example, a Direct tax code is proposed
to be introduced in the Indian Parliament.
The statutory corporate income tax in India, which includes a surcharge on the tax and an education
cess on the tax and the surcharge, is currently 33.99 %. The central or state government may in the
future increase the corporate income tax it imposes. Any such future increases or amendments may
affect the overall tax efficiency of companies operating in India and may result in significant additional
taxes becoming payable. Additional tax exposure could adversely affect our business and results of
operations.
6. There is no assurance that the NCDs issued pursuant to this Issue will be listed on Stock Exchanges in
a timely manner, or at all.
In accordance with Indian law and practice, permissions for listing and trading of the NCDs issued
pursuant to this Issue will not be granted until after the NCDs have been issued and allotted. Approval
for listing and trading will require all relevant documents to be submitted and carrying out of
necessary procedures with the Exchanges. There could be a failure or delay in listing the NCDs on the
Stock Exchange for reasons unforeseen. If permission to deal in and for an official quotation of the
NCDs is not granted by the Stock Exchanges, our Company will forthwith repay, without interest, all
monies received from the Applicants in accordance with prevailing law in this context, and pursuant to
the Prospectus.
23
DEFINITION/ ABBREVIATIONS
Term Description
“Issuer”, “the Samasta Microfinance Limited, a company incorporated under the Companies
Company” and “our Act, 1956 and registered as a Non-Banking Financial Company with the Reserve
Company” Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934.
Act / Companies Act The Companies Act, 1956 or Companies Act 2013 (such sections which have
been notified by the Government) as amended from time to time, whichever is
applicable.
AOA / Articles / Articles of Association of our Company
Articles of
Association
Board / Board of The Board of Directors of our Company and includes any Committee thereof
Directors
Debenture Trust The debenture trust deed dated May 22, 2018 entered into between the
Deed Company and the Debenture Trustee pursuant to which the Company shall
settle the trust in favour of the Debenture Trustee acting on behalf of the
Debenture Holders
DIN Director Identification Number
Equity Shares Equity shares of face value of Rs.10 each of our Company
MIS Management Information System of our Company
Memorandum / Memorandum of Association of our Company
MOA /
Memorandum of
Association
Mortgaged All that piece and parcel of property, being, bearing at Harmony’s Bluemoon,
Properties Plot No.5, Arul Murugan Nagar, Zamin Pallavaram, Chennai – 600 117 in the
State of Chennai and more particularly mentioned in the Debenture Trust
Deed.
NBFC-MFI Non-Banking Financial Company as defined under Section 45-IA of the RBI Act,
1934
NBFC-ND-SI Non-Deposit Accepting / Holding Systemically Important NBFC
NPA Non-Performing Asset
Promoter India Infoline Finance Limited
` / Rs./ INR / Rupees Indian Rupees
Receivables All the receivables of the Company (both present and future), current assets,
book debts, cash flows, and such other assets of a like nature of the Company
and all amounts on such accounts and all the moneys, securities, instruments,
investments, and other properties deposited in, credited to or required to be
deposited in or credited to or lying to the credit of such accounts or liable to
be credited to such accounts, and all the moneys lying to the credit of such
accounts or liable to be credited to such accounts, whether presently in
existence or acquired hereafter
24
Term Description
Security Collectively Receivables and Mortgaged Properties
Statutory Auditors / Our statutory auditors being Gowthama & Co., Chartered Accountants
Auditors
“We”, “us” and Our Company and/or its Subsidiaries, unless the context otherwise requires
“our”
CCPS Compulsorily Convertible Preference Shares
25
I. Issuer Information
Issuer Name Samasta Microfinance Limited

Registered office 418, 1/2A, 4th Cross, 6th Main,
Wilson Garden,
Bangalore- 560027
Karnataka, India
Tel: 08042913500
E-mail: [email protected]
Corporate office 37A, Sannathi Street,
Theradi, Thiruvottiyur,
Chennai-600019
Tamil Nadu, India
Tel: 08042913500
E-mail: [email protected]
Date of August 09, 1995
incorporation
Compliance Officer Mr. Sutheja KJ
for the Issue Company Secretary
418, 1/2A, 4th Cross, 6th Main,
Wilson Garden,
Bangalore- 560027
Karnataka, India
Email: [email protected]
Tel.: 080-42913500
Chief Financial Mr. Sreepal Jain
Officer of the Chief Financial Officer
Company 418, 1/2A, 4th Cross, 6th Main,
Wilson Garden,
Bangalore- 560027
Karnataka, India
Tel.: 080-42913508
Trustee of the Issue Vistra ITCL (India) Limited
(formerly IL&FS Trust Company Limited)
The IL&FS Financial Centre,
Bandra Kurla Complex, Bandra (East),
Mumbai 400051
[email protected]
Tel: +9104424313234
Mobile: +919962030499
LinkedIn Twitter | www.vistraitcl.com
Registrar of the Issue Link Intime India Private Limited
26
C 101, 247 Park,

L B S Marg, Vikhroli West,
Mumbai 400 083.
Tel: +91 22 49186000
Fax: +91 22 49186060
Website: www.linkintime.co.in
Credit Rating Agency CRISIL Ratings
of the Issue Hiranandani Business Park, Central Ave, Hiranandani Gardens, Powai,
Mumbai, Maharashtra 400076
Auditors of the Gowthama & Co., Chartered Accountants
Issuer
Arrangers if any of -
the instrument
II.Directors of the Company

Details of Board of Directors
The following table sets out the details regarding the Board of Directors as on March 31, 2018.
Name, Designation, Nationality, DIN Age Date of Other Directorships

and Address, Occupation (years) Appointm
ent
Mr. Venkatesh N. 42 01/02/200 1. Ayusha Dairy Private Limited
4
Designation: Managing Director
DIN: 01018821
Nationality: Indian
Occupation: Professional
Address: No.472, 19th Main, 35th

Cross, 4th T Block, Jayanagar
Bengaluru-560041
Mr. Shivaprakash D. 42 30/07/200 1. Ayusha Dairy Private Limited

8
Designation: Whole-time Director
DIN: 02216802
Nationality: Indian
Occupation: Business
27
Address: N0.51, Uttarathalli Main

Road, Komarla Brigade Residency, A
417, Chikkalasandara, Bengaluru-
560061
Mr. R. Venkataraman 50 20/01/201 1. IIFL Holdings Limited

7 2. India Infoline Commodities
Designation: Director Limited
3. IIFL Wealth Management Limited
DIN: 00011919 4. India Infoline Housing Finance
Limited
Nationality: Indian 5. India Infoline Finance Limited
Occupation: Business
Address: 604, Glen Heights,

Hiranandani Gardens,
Powai, Andheri, Mumbai –
400 076,
Maharashtra, India
Mr. Gaurav Malhotra 37 07/03/201 1. Utkarsh Micro Finance
7 Limited
Designation: Director
DIN: 07640504
Nationality: Indian
Address: K 1202 Mantri Espana, Outer

Ring Road, Sakra World Hospital,
Devarabisanahalli, Kariyamma,
Bangalore -560103
Mr. Badrinarayanan Seshadri 47 30/07/200 1. Chromosome Distributors
8 Private Limited
Designation: Independent Director 2. New Horizon Media Private
Limited
DIN: 00507371 3. Aargee Staffing Services
Private Limited
Nationality: Indian 4. Hethi Business Services
Private Limited
Address: C5, Krishna Terrace 162,

Lloyds Road, Royapettah Chennai
600014
28
Mr. Vikraman Ampalakkat 70 26/06/200 1. Esaf Microfinance and

9 Investments Private Limited
Designation: Independent Director 2. Muthoot Fincorp Limited
3. Saggraha Management
DIN: 01978341 Services Private Limited
Nationality: Indian
Address: G-3 V B Royal Apartments

Elamakkara Road, Edappally Kochi
682024.
Ms. Ramanathan Annamalai 69 23/04/200 1. Unnati Microfin Private

9 Limited
Designation: Independent Director 2. Asirvad Micro Finance
Limited
DIN: 02645247 3. Five-Star Business Finance
Limited
Nationality: Indian 4. Nightingale Finvest Private
Limited
Occupation: Professional 5. M Power Micro Finance
Private Limited
Address: 28 Tansi Ngr 18th St. 6. Five-Star Housing Finance
Velachery Chennai 600042. Private limited
7. Hindusthan Microfinance
Private Limited
8. Village Financial Services
Limited
Note: None of the above directors appear in the RBI defaulter list and/or ECGC default list.
Brief profile/particulars of directors of the Company & Key Managerial Personnel of the Company
Brief profile/particulars of directors of the Company (as on date)
Mr. Venkatesh N. -Managing Director
“Venkatesh has an experience of over 15 years in the finance sector. He is the founder of PNV Techno
Acquisitions Private Limited that markets financial products. He is also a founder of Affluence Edifice,
offering wealth management services for high net worth individuals. He has completed ACCIO-N program
for strategic leadership in Microfinance through Harvard Business School.”
29
Mr. Shivaprakash D – Whole-time Director

“Shivaprakash has over 2 decades of rich and diverse cross-industry experience in software services,
business operations, and business management. As Director and CIO, he has played a pivotal role in
setting up back office operations, deploying IT applications, and running IT as a support function for the
organization. Prior to Samasta, he has spent nearly a decade with Wipro Technologies, leading and
executing projects for global clients.”
Mr. R. Venkataraman – Whole-time Director

“Mr. R. Venkataraman, whole-time Director of the Company, is a B.Tech (Electronics and Electrical
Communications Engineering, IIT Kharagpur) and an MBA (IIM, Bangalore). He has been contributing
immensely into the establishment of various businesses and spearheading key initiatives of the group over
the past 18 years. He previously held senior managerial positions in ICICI Limited, including ICICI Securities
Limited, their investment banking joint venture with J P Morgan of US and Barclays – BZW. He worked as
the Assistant Vice President with G E Capital Services India Limited in their private equity division. He has a
varied experience of more than 26 years in the financial services sector.”
Mr. Gaurav Malhotra –Director
“Gaurav has a degree in Engineering and a MBA from IIM Bangalore, joined CDC in 2016, responsible for
advertising, supporting the CDC Group on the investments in Financial Institutions in South Asia. Gaurav
has wide range of consultancy experience, working for several financial institutions during his 10 years
with The Boston Consulting Group in Indian and Europe. He also worked for a year as the head of strategy
for an Indian family business. He has experience in several areas including growth strategy, consumer
behavior, distribution networks, operations and IT, various Microfinance Institutions.”
Mr. Ramanathan A. -Independent Director
“Ramanathan has extensive experience in the development banking for the agriculture and rural sectors;
He was Chief General Manager in the Micro Credit Innovations Department of NABARD. He managed the
SHG Bank Linkage program, the largest microfinance program in the world. As In-charge of the Financial
Inclusion department, he has managed Financial Inclusion Fund and Financial Inclusion Technology Fund
etc.”
Mr. Vikraman A. -Independent Director
“A former Chief General Manager of SIDBI Foundation for Micro Credit, Mr. Vikraman has extensive
experience in the Microfinance Sector. In his experience spanning 38 years, he was with Reserve Bank of
India for 5 years, IDBI for 16 years and SIDBI for 17 years. He is also in the board of other microfinance and
financial corporations.”
Mr. Badri Seshadri -Independent Director

An alumnus of IIT, Chennai and with a Ph. D in Mechanical Engineering from Cornell University in the USA,
Mr. Badri Seshadri co-founded Cricinfo.com, a cricket information portal, which is now owned by ESPN.
His latest venture is New Horizon Media, focusing on publishing in Indian languages.
30
Mrs. Malini B. Eden- Additional Director
A Development Specialist and Strategy Consultant for over two decades, on the lines of Process based
Management Principles. Has significant experience of working for the marginalized and drawing these into
policy across several development themes. Been part of Bilateral agencies and Government Boards at
State, National and International bodies in areas of Economic empowerment, Health, Project
Management, Donor Relations and Stakeholders, Advocacy and Networking etc. Mrs. Malini played key
role in setting up initiatives like section 25 company, Software company for assessing NGO sector and MFI,
Co-Promoter of an NBFC. Conceptualizing the grassroots processes for policy decisions.
Key Managerial Personnel’s of our Company (as on date)
Mr. Sreepal Jain – Chief Financial Officer
Mr. Sreepal Jain is a post graduate in commerce and a Chartered Accountant with close to 10 years of
experience, joined IIFL Group in 2014, primarily involved in the role of Accounts and Finance in various
group companies. Sreepal has wide range of experience working for several reputed organisations
including KPMG and IL&FS. He has experience in several areas including Audit, Strategy, Accounts &
Finance, Treasury and Tax. Prior moving to Samasta MFI he was CFO for IIFL Realty Limited.
Mr. Sutheja KJ – Company Secretary
Mr. Sutheja is a qualified Company Secretary from the Institute of Company Secretaries of India along with
holding a bachelor’s degree in Commerce and a diploma in marketing and finance and comes with an
experience of over 3 years. At Samasta, he was closely involved in the acquisition of the company by IIFL
and heads the corporate law, SEBI and RBI compliance of the Company.
Brief Particulars of the Management of the Company (as on date):
Sr. No. Name Designation

1 Mr. Venkatesh Narayanaswamy Managing Director
2 Mr. Shivaprakash Deviah Whole Time Director
3 Mr. Venkataraman Rajamani Director
4 Mr. Gaurav Malhotra Director
5 Mr. Badrinarayanan Seshadri Independent Director
6 Mr. Vikraman Ampalakkat Independent Director
7 Mr. Ramanathan Annamalai Independent Director
8 Mrs. Malini B. Eden Additional Director
9 Mr. Sreepal Jain Chief Financial Officer
10 Mr. Sutheja KJ Company Secretary
31
Details of change in directors since last three years:-
DIN Date of Reason

Appointment/
Name of Director Resignation
Mr. R.C. Shekhar 02216837 February 16, 2017 Resignation
(Director) (Appointed on July
30, 2008)
Mr. Kalyanaraman Chandrachoodan 07712306 August 30, 2017 Appointment/Resignation
(Director) (Appointed on
January 20, 2017)
Mr. R. Venkataraman 00011919 January 20, 2017 Appointment
(Director)
Mr. Gaurav Malhotra 07640504 March 7, 2017 Appointment
(Director)
Details of the auditors of the Company:-
Name Address Auditor since

M/s. Gowthama & Company 23/57, 41st Cross, East End, ‘C’ 2008
Main Road, 9th Block, Jayanagar,
Bangalore – 560069
Details of change in auditor since last three years:- No Change
III. A Brief Summary of the Business/ Activities of the Issuer and its Line of Business:
Overview
Samasta is a systemically important non-deposit taking NBFC focusing on Microfinance. We are a

subsidiary of India Infoline Finance Limited, a diversified financial services company.
We received a certificate of registration dated May 17, 2011 bearing registration no. - B-02-00250 from
the Reserve Bank of India for carrying on activities of a Non-Banking Financial Company.
Over the past several years, we have expanded our presence into markets that are of greater relevance to
the product we offer. Portfolio performance and profitability are the factors that drive the branch
network.
As on March 31, 2018 Samasta has 173 branches spread across 10 states in the country for giving
Microfinance Loans.
Details of default, if any, including therein the amount involved, duration of default and present status
in repayment of:
a) Statutory Dues: As per audited financials, our Company is generally regular in depositing undisputed
statutory dues including Provident Fund, Employees’ State Insurance, Income tax, GST, Cess and other
32
material statutory dues with the appropriate authorities, where applicable.
b) Debentures and interest thereon – NIL
c) Deposits and interest thereon – NA
d) Loan from any bank or financial institution and interest thereon – NIL
Business of our subsidiaries:
1) Ayusha Dairy Private Limited: The Company was involved in dairy business. Currently there are
no operations in Ayusha and the company is in process of merger with its holding company i.e
Samasta Microfinance Limited.
Issuer Company’s Key Operational and Financial Parameters Consolidated (Rs. In Millions)
For Financial Entities FY 18 FY17 FY16

(Audited) (Audited) (Audited)
Net worth 1,169.80 646.03 138.41
Total Debt 5,462.40 1,466.30 771.15
of which –
- Non Current Maturities of Long Term 1,956.42 682.67 326.69
Borrowing
- Short Term Borrowings 1,376.60
- Current Maturities of long Term 2,129.38 783.63 444.46
Borrowings
Net Fixed Assets 45.43 22.04 10.87
Non-Current Assets 2,474.59 535.05 307.00
Cash and Cash Equivalents 459.76 561.70 144.30
Current Investments 10.21 9.75

Current Assets 4,355.62 1,140.47 526.66
Current Liabilities 672.62 123.36 526.66
Assets Under Management 8,410.00 2,379.20 1,324.10
Off Balance Sheet Assets

Interest Income 794.92 213.18 160.86
Interest Expense (313.02) (146.30) (97.96)
Provisioning & Write-offs 197.58 10.52 5.95
Profit before tax 41.63 6.77 22.60
Provision for tax (12.55) (7.62) (2.25)
Profit after tax (PAT) 23.76 8.48 29.31
33
Gross NPA (%) 0.23% 0.48% 0.17%

Net NPA (%)
Tier I Capital Adequacy Ratio (%) * 17.51% 18.13% 40.17%
Tier II Capital Adequacy Ratio (%) * 1.25% 2.59% 4.20%
* Capital adequacy ratio is reported for India
Infoline Finance Limited Standalone
Gross Debt: Equity Ratio of the Company:-

Before the issue of debt securities 4.70 2.24 5.57
After the issue of debt securities # 5.95 NA NA
Total Debt 5462.40 1,466.30 771.15
Current Debt Issue Size (Rs. In Millions) NA
Dividend Declared (standalone basis)*
Interest coverage ratio 1.13 1.05 1.23
# Calculation of Debt Equity ratio after the issue = (Total Debt as on 31.03.2018 + Current Debt Issue Size)
/ Net worth as on 31.03.2018.
34
A SUMMARY OF THE FINANCIAL POSITION AND CASH FLOW STATEMENT OF THE COMPANY
(STANDALONE):
Statement of Reformatted Unconsolidated Assets and Liabilities

(Rs. in Million)
As at As at As at
Particulars March 31, March 31, March 31,
2018 2017 2016
I EQUITY AND
LIABILITIES
(1) Shareholders’ funds
(a) Share Capital 1,113.44 613.44 114.70
(b) Reserve and Surplus 55.92 30.09 21.60
1,169.36 643.53 136.30
(2)Share application
money pending -
allotment
(3)Non-Current
Liabilities
(a)Long-term 1,956.41 682.67

326.69
borrowings
(b)Deferred tax
-
liabilities (Net)
(c)Other Long-term
-
liabilities
(d)Long-term 100.98 23.58
12.25
provisions
2,057.40 706.25 338.94
(4) Current liabilities
(a) Short-term 1,376.61
borrowings
(b) Trade payables
(c) Other current 2,732.54 906.32
503.16
liabilities
-Borrowings 2,129.37 789.70 447.02
-Others 603.17 116.64 56.14
(d) Short-term 38.78 1.45

6.46
provisions
4,178.56 907.79 509.62
TOTAL – EQUITY AND 7,405.32 2,257.57 984.86
LIABILITIES
II ASSETS
35
As at As at As at
2018 2017 2016
(1) Non-current assets
(a) Fixed assets
(i) Tangible assets 44.50 21.31 10.01
(ii)Intangible assets 0.93 0.73 0.86
(iii) Capital work-in-
progress
(iv) Intangible assets
under development
45.43 22.04 10.87
(b) Non-current 10.50 10.50
10.50
investments
(c) Deferred tax 24.66 4.78
2.82
assets(Net)
(d) Long-term loans & 369.17
advances
-Loans 2,113.82 369.17 178.28
-Others
(e) Other non-current 335.82 175.18
130.52
assets
2484.36 559.63 322.12
(2) Current assets
(a) Current investments
(b) Inventories - -
(c) Trade receivables 1,067.31 502.38
(d) Cash and Bank 459.58 566.32
130.67
balances
(e) Short-term loans & 16.52
6.02
advances
-Loans 4,226.70
-Others 60.31 16.52 6.02
(f) Other current assets 91.00 25.75 12.80
4,875.52 1675.90 651.87
TOTAL ASSETS 7,405.32 2,257.57 984.86
36
Statement of Reformatted Unconsolidated Profit & Losses

(Rs. in Million)
2016- 2015-
Particulars 2017-2018
2017 2016
Revenue
959.81 320.43 191.60
Revenue from operations
8.03 8.01 9.80
Other Income
967.84 328.48 201.40
Total Revenue
Expenses
Employee benefit expenses 280.01 112.17 49.40
Finance cost 313.02 138.50 97.96
Depreciation & amortization 13.08 4.58 2.43

expenses
Other expenses 122.72 56.44 30.15
Provisions & Write off 195.12 10.52 2.54
Total Expenses 924.04 322.21 182.47
Profit/(Loss) before tax 43.80 6.23 18.93
Tax expenses :
Current tax expense for 36.50 1.45 5.35
current year
-19.88 -1.96 -1.07
Deferred tax
Current tax expense relating 1.34 -1.34 -
to prior years
17.97 -1.85 4.28
Total tax expense
Profit (loss) for the period 25.83 8.09 14.66
37
Statement of Reformatted Unconsolidated Cash Flows

(Rs. in Million)
Particulars 2017-18 2016-17 2015-16

Net profit before taxation,
43.80 6.23 18.93
and extraordinary item
Adjustments for:
Depreciation 13.08 4.58 2.43
Dividend on mutual funds (6.95) (2.30)
Short term Capital Gain (4.85)
Provision for Standard 74.45 7.56 1.02

Loans
Bad debts written off 120.68 2.96 1.51
Interest on Fixed Deposits (18.60) (13.08) (7.12)
Loss/(profit) on sale of Fixed

0.08 0.04
Assets
Operating profit before

(230.05) 13.91 14.43
working capital changes
Increase / (Decrease) in long
term provisions & short 75.98 (1.58) 1.25
term provisions
Increase / (Decrease) in
369.39 759.12 241.73
Other liabilities
Decrease / (Increase) in
(28.06) (567.89) (39.56)
trade receivable
Decrease / (Increase) in long
(1,939.34) (190.88) 4.22
term loans & advances
short term loans & (3,215.50) (10.50) (4.18)
advances
(44.11) (12.95) (5.51)
other current assets
(161.57) (35.45) (143.06)
other non-current assets
38
Particulars 2017-18 2016-17 2015-16

Increase / (Decrease) in
(50.86)
trade payables
54.88
(4,994.21) (60.12)
Cash generated from
(4,764.15) (58.73) 69.31
operations
Tax (Paid) / Refund (16.93) (7.87) (3.44)
Net cash from operating
(4,781.08) 66.60 65.87
activities [ A ]
Purchase of fixed assets,

including intangible assets,
(36.50) (16.43) (5.51)
Capital work-in-progress
and Capital advances
Investments in Mutual Fund 47.01
Short term Capital Gain 4.85
Dividends from Mutual
0.47 6.95 2.30
Fund
Sale of Fixed Assets (0.03) 0.59 0.30
Interest on Fixed Deposits 18.60 13.08 7.11
Purchase of Investments
- - -
(Subsidiaries)
Purchase consideration for
- - -
amalgamation
Net cash from investing
(13.01) 4.19 4.21
activities [ B ]
Dividend paid (1.94) (0.06)

Share issue expenses - -
Proceeds of issue of share
500.00 500.00
Capital/Premium
Proceeds from long
6,397.22 -
borrowings
Redemption of Preference
- -
Share Capital
Proceeds from Issue of
- -
Equity Share Capital
Proceeds from short term
borrowings#
Repayment of borrowings 2,205.02 -
Repayment of short term
borrowings# -
Net cash used in financing
4,692.21 498.06 (.06)
activities [ C ]
Net increase in cash and (101.89) 435.65 70.02
39
Particulars 2017-18 2016-17 2015-16

cash equivalents [ A+B+C ]
Opening Cash and cash
561.48 130.67 60.65
equivalents
Closing Cash and cash
459.58 566.32 130.67
equivalents
# Represents net amount due to transaction volume
A SUMMARY OF THE FINANCIAL POSITION AND CASH FLOW STATEMENT OF THE COMPANY
(CONSOLIDATED):
Statement of Reformatted Consolidated Assets and Liabilities
(Rs. in Million)
As at March As at March As at March

Particulars
31, 2018 31, 2017 31, 2016
I EQUITY AND
LIABILITIES
(1) Shareholders’
funds
1,113.44 613.44 114.70
(a) Share Capital
(b) Reserve and 56.35 32.58 23.71
Surplus
1,169.80 646.02 138.41
(2) Share
application money -
pending allotment
(3 )Minority
-
Interest**
(4) Non-Current
Liabilities
(a) Long-term 1,956.41 682.67 326.69
borrowings
(b) Deferred tax - - -
liabilities (Net)
(c) Other Long- - - -
term liabilities
(d) Long-term 101.13 23.56 12.25
provisions
40

Particulars
31, 2018 31, 2017 31, 2016
2,057.50 706.23 338.95
(5) Current
liabilities
(a) Short-term 1,376.60
borrowings
30.63 81.48
(b) Trade payables
(c) Other current - - -
liabilities
2,129.37 783.64 447.02
-Borrowings
603.20 38.47 56.20
-Others
(d) Short-term 38.78 3.40 8.25
provisions
4,178.59 906.99 511.47
TOTAL – EQUITY 7,405.94 2,259.26 988.83

AND LIABILITIES
II ASSETS
(1) Non-current
assets
(a) Fixed assets
44.50 21.31 10.01
(i) Tangible assets
(ii) intangible 0.93 0.73 0.86
assets
(iii) Goodwill (on
Consolidation)
(iv) Capital work-
in-progress
(v) Intangible
assets under -
development
45.43 22.04 10.87
(b) Non-current 0.50 0.50 0.50

investments
(c) Deferred tax 24.66 4.79 2.82
assets (Net)
(d) Long-term - - -
loans & advances
2,113.38 369.17
-Loans
-Others
41

Particulars
31, 2018 31, 2017 31, 2016
(e) Other non- 336.05 160.60 303.67
current assets
2,474.59 535.04 317.87
(2) Current assets

(a) Current 10.22 9.75
investments
- - -
(b) Inventories
(c) Trade 37.92 12.31 507.83
receivables
(d) Cash and Bank 459.77 561.70 144.30
balances
(e) Short-term - 6.03
loans & advances
4,226.70 1,067.31
-Loans
60.31 4.20
-Others
(f) Other current 91.00 46.85 12.80
assets
4,885.92 1,702.17 670.96
7,405.94 2,259.26 988.83

TOTAL ASSETS
Statement of Reformatted Consolidated Profit and Loss

(Rs. in Millions)
As at As at As at
2018 2017 2016
Revenue
Revenue from 959.80 320.43 193.25
operations
8.49 10.37 20.26
Other Income
968.30 330.80 213.51
Total Revenue
Expenses
Employee benefit 280.08 112.17 49.60
expenses
313.02 138.50 97.96
Finance cost
Depreciation & 13.08 4.58 2.70
amortization
42
expenses
122.90 68.78 38.90
Other expenses
Provisions & Write 197.58 10.51
off
1.66
Cost of traded goods
926.70 324.03 190.91
Total Expenses
Profit/(Loss) before 41.63 6.77 22.60

tax
Tax expenses :
Current tax expense 36.50 1.60 7.15
for current year
-19.88 -1.96 -1.14
Deferred tax
Current tax expense
relating to prior 1.25 -1.34 0.06
years
17.86 -1.71 6.08
Total tax expense
Profit/(loss) for the 23.76 8.48 16.52

period
Less : Share of
-
Minority Interest
Net Consolidated 23.76 8.48 16.52
Profit for the year
Statement of Reformatted Consolidated Cash Flows
(Rs. in Million)
Particulars 2017-18 2016-17 2015-2016

Net profit
before
taxation, and 41.63 6.77 22.60
extraordinary
item
Adjustments
for:
Depreciation 13.08 4.58 2.70
Dividend on
(0.47) (7.26) (2.30)
Mutual Funds
Provision for
49.05 7.56 1.03
standard loans
43
Short term
(4.85)
Capital Gain
Bad Debts
123.13 2.96 4.92
written off
Interest on
(18.60) (13.08) (7.12)
Fixed Deposits
Profit on sale
(0.05)
of fixed assets
Interest on
1.51
Income Tax
Loss on sale of
0.08 1.98
Fixed Assets
Operating
profit before
working 204.48 1.62 23.78
capital
changes
Increase /
(Decrease) in
long term
75.98 (1.58) 1.24
provisions &
short term
provisions
Increase /
(Decrease) in 369.39 63.42 241.61
other liabilities
Decrease /
(Increase) in
-
trade
inventories
Decrease /
(Increase) in
long term (1,916.40) (190.88)
loans &
advances
Decrease /
(Increase) in
(25.61) (564.90) (39.67)
trade
receivables
Decrease /
(Increase) in
short term (3,215.50) (10.71) (4.10)
loans &
advances
Decrease /
(Increase) in
(44.11) (12.94) (5.35)
other current
assets
44
Decrease /
(Increase) in
other (161.56) (42.30) (135.79)
noncurrent
assets
(4,968.67) (751.10) 57.57
Cash
generated
(4,252.79) (749.48) 76.23
from
operations
Tax (Paid) /
(16.93) (7.98) (5.14)
Refund
Net cash from
operating (4,781.12) (757.46) 76.23
activities (A)
Purchase of
fixed assets,
including
intangible (36.50) (16.42) (5.51)
assets, CWIP
and Capital
advances #
Sale of fixed
0.02 0.59 1.63
assets
Dividend from
0.47 7.26 2.30
Mutual Funds
Short term
4.85 -
Capital Gain
Interest on
18.60 13.08 7.11
Fixed Deposits
Investments
(47.05) (9.75) -
in mutual Fund
Net cash from
investing (13.01) (5.24) 5.53
activities (B)
Dividend &
dividend
(1.94) (0.06)
distribution
tax paid
Share Issue
Expenses
Proceeds from
Issue of Equity 500.00 500.00
share capital
Proceeds
from long
6,397.22 1,361.29
term
borrowings
45
Proceeds
from
Redemption of - -
Preference
Share Capital
Proceeds from
Issue of Equity - -
Share Capital
Repayment of
2,205.02 665.04 -
borrowings #
Net cash from
financing 4,692.20 1,193.74 0.06
activities (C)
Net increase
in cash and
cash (101.93) 431.03 81.70
equivalents (
A + B + C)
Opening Cash
and cash 561.70 130.67 62.60
equivalents
Cash on hand
and balances
with banks
Less :Opening
balance of -
Subsidiary Sold
Closing Cash
and cash 459.77 561.70 144.30
equivalents
Cash on hand
and balances
with banks
#Represents net amount due to transaction volume
A brief history of the Issuer since its incorporation giving details of its activities including any
reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and
subscribed) and borrowings, if any.
Corporate profile
Samasta Microfinance Limited (“Samasta”) began operations in March 2008 with an aim to provide
financial services to the financially weaker sections of women in the southern and western states of
India. As on March 31, 2018 Samasta has 173 branches across 10 states.
46
Samasta focuses on bridging the gap between ambition and achievement of the working poor across
India, by providing financial and non-financial services, in a sustainable long-term relationship and
enable them to achieve a better quality of life.
As a business correspondent, Samasta uses their market know how and accessibility to the rural and
semi urban BOP families in India to bring microfinance services like micro loans, credit linked insurance,
group based savings account etc to their doorstep.
Samasta, as a Non-Banking Financial Company-MFI registered under the RBI, believes that the way
forward lies in microfinance which empowers individuals and enriches communities. By alleviating
financial stress among the poor and offering an opportunity for income-generation, it helps improve the
quality of life. The micro loans can be used to pay off outstanding debts borrowed from local money
lenders at very high interest rates, start small businesses, which are the primary requirements of the
people we cater to.
Change in registered office of our Company
There has been no change in the registered office of our Company in last five years.
Main objects of our Company
The broad objectives of Samasta Microfinance are:

 To forge long-term partnerships and foster innovative business practices to form the bridge
between ideation and achievement.
 To work with the poor in India who are creative entrepreneurs, value-demanding consumers and
innovative business partners, by means of a robust microfinance model leading to the creation of
businesses and markets which mutually benefit Samasta Microfinance and the poor communities
in India.
 To provide both financial and non-financial products to the economically poor to improve their
standard of living.
 To operate in the supply chain domain and offer manpower training, and industry-specific
vocational training programs.
To engage in private-public partnerships in rural and urban markets with a focus on supplementing
income generation activities with the application of appropriate technology.
CAPITAL STRUCTURE
Details of share capital
The share capital of our Company as at March 31, 2018 is set forth below:
Share Capital In Rs.

Authorised Share Capital
113000000 equity shares of Rs. 10 each 1130000000
2000000 Preference Shares of Rs. 10 each 20000000
Total Authorised Share Capital 1150000000
Issued, Subscribed and Paid-up share capital
111,344,611 Equity Shares of Rs. 10 each 1,113,446,110
47
Total Issued, Subscribed and Paid-up share capital 1,113,446,110
Size of the present offer

Paid up capital: 1,113,446,110
(i) After the offer Unchanged
(ii) After conversion of convertible instruments Unchanged
Share premium account (before and after the offer) 1,253,890
Changes in the authorized capital of our Company in last Five years as on March 31, 2018:
Date of Approval Authorized Particulars

Share Capital (in
Rs.)
100,000,000 Authorised Share Capital of our Company as on 31.03.2014.
December 01, 125,000,000 Increase of Authorised Share Capital, by creation of 25,00,000
2014 new Equity Shares of Rs.10 each. The revised Authorised Share
(EGM) Capital stood at Rs. 125 Million comprising of 105,00,000 Equity
Shares of Rs. 10 each and 2,00,000(Two lakhs) Redeemable
Non-Convertible Cumulative preference shares of Rs. 100 each.
February 02, 125,000,000 Change in face value of preference shares from Rs. 100 to Rs.
2015 10.
(EGM)
June 22, 2016 425,000,000 Increase of Authorised Share Capital, by creation of 30,000,000
(EGM) new Equity Shares of Rs. 10 each. The revised Authorised Share
Capital stood at Rs. 425 Million comprising of 405,00,000 Equity
Shares of Rs. 10 each and 20,00,000 (Twenty Lakhs Only)
Preference Shares of Its. 10/- (Rupees Ten Only) aggregating to
Rs. 2,00,00,000 (Rupees Two Crores Only).
March 08,2017 650,000,000 Increase of Authorised Share Capital, by creation of 63,000,000
(EGM) new Equity Shares of Rs. 10 each. The revised Authorised Share
Capital stood at Rs. 650 Million comprising of 630,000,000
Equity Shares of Rs. 10 each and 20,00,000 (Twenty Lakhs Only)
November 04, 1,150,000,000 Increase of Authorised Share Capital, by creation of 50,000,000
2017 new Equity Shares of Rs. 10 each. The revised Authorised Share
(EGM) Capital stood at Rs. 1150 Million comprising of 11,30,00,000
Equity Shares of Rs. 10 each and 20,00,000 (Twenty Lakhs Only)
48
Equity Share Capital History of our Company as on March 31, 2018:
Date of Name of No. of Fac Nature of Cumulativ Cumul Cumulativ Remarks

allotment / Shareholder equity e acquisitio e number ative e share
transfer shares val n of of equity paid premium
issued ue shares shares up (In rs. Cr)
share
capital
(in Cr)
30-07-2008 Shivaprakash. D 250000 10 Allotment
01-01-2015 Shivaprakash. D 95000 10 Allotment 345000 0.345
30-07-2008 R.C. Shekar 250000 10 Allotment
01-01-2015 R.C. Shekar 486020 10 Allotment 1765020 1.7650
31-03-2006 Narayanaswamy 20000 10 Allotment
01-01-2015 Narayanaswamy 288800 10 Allotment 1048800 1.0488
G.J.
30-07-2008 Krishnaprasad 120000 10 Allotment
G.J.
26-12-2009 Krishnaprasad 280000 10 Allotment
G.J.
01-10-2015 Krishnaprasad 152000 10 Allotment 552000 0.552
Anitha
30-07-2008 Shivaprakash 30000 10 Allotment
Anitha
Anitha
Anitha
01-01-2015 Shivaprakash 53200 10 Allotment 193200 0.1932
49
01-01-2015 Christopher 7600 10 Allotment 7600 0.0076

31-03-2006 Venkatesh N 23402 10 Allotment
1.3358
01-01-2015 Venkatesh N 367840 10 Allotment 1335840 4
08-11-2008 Swaminathan 50000 10 Allotment
26-12-2009 Swaminathan 15000 10 Allotment
01-01-2015 Swaminathan 24700 10 Allotment 89700 0.0897
G. Prema
G. Prema 0.0013
01-01-2015 Narayanaswamy 380 10 Allotment 1380 8
30-07-2008 Vidya Anand 1000 10 Allotment
0.0013
01-01-2015 Vidya Anand 380 10 Allotment 1380 8
30-07-2008 S. Anand 1000 10 Allotment
0.0013
01-01-2015 S. Anand 380 10 Allotment 1380 8
30-10-2009 Vinodh 200000 10 Allotment
01-01-2015 Vinodh 76000 10 Allotment 276000 0.276
30-10-2009 Tara Vinodh 50000 10 Allotment
01-01-2015 Tara Vinodh 19000 10 Allotment 69000 0.069
26-12-2009 Shiva Srinivasan 100000 10 Allotment
01-01-2015 Shiva Srinivasan 38000 10 Allotment 138000 0.138
26-12-2009 R.Satya - HUF 70000 10 Allotment
01-01-2015 R.Satya - HUF 26600 10 Allotment 96600 0.0966
Jeganathan
24-12-2015 Ramanathan 41400 10 Allotment 41400 0.0414
26-12-2009 P.S.Anand Ram 70000 10 Allotment
01-01-2015 P.S.Anand Ram 26600 10 Allotment 96600 0.0966
Kalpathi
Investments Pvt 120000
26-12-2009 Ltd 0 10 Allotment
Kalpathi
Investments Pvt
01-01-2015 Ltd 456000 10 Allotment 1656000 1.656
B.H.Krishnamurt
28-04-2010 hy 400000 10 Allotment
B.H.Krishnamurt
01-01-2015 hy 152000 10 Allotment 552000 0.552
50
28-04-2010 Sanjay Shenoy 400000 10 Allotment

07-08-2015 Sanjay Shenoy 103500 10 Allotment 683100 0.6831
150000
12-03-2015 SIDBI 0 10 Allotment 1500000 1.5
08-11-2008 Ramesh J 5000 10 Allotment 5000 0.005
08-11-2008 Girish 5000 10 Allotment 5000 0.005
08-11-2008 T M Durai 5000 10 Allotment 5000 0.005
08-11-2008 Anilkumar 5000 10 Allotment 5000 0.005
India Infoline 8,417,6
07-03-2017 Finance Limited 31 10 Transfer 8,417,631
India Infoline 5,00,00, 5,00,00,00
08-03-2017 Finance Limited 000 10 Allotment 0
India Infoline 5,00,00, 5,00,00,00
04-11-2017 Finance Limited 000 10 Allotment 0 108.42
Details of any acquisition or amalgamation in the last 1 year -NIL
Details of any reorganization or reconstruction in the last 1 year.
Type of Event Date of Announcement Date of Completion Details
N.A.
IV. Shareholding Pattern
Shareholding pattern of Equity Shares of our Company as on March 31, 2018:
Sr. Name of the Shareholder Class Total number of Total shareholding Number of shares
No. Equity Shares as a % of total held in Demat Form
number of Equity
Shares
1. Shivaprakash. D Equity 345,000 0.31 0.31
2. Narayanaswamy Equity 1,052,938 0.95 0.95
3. Anitha Shivaprakash Equity 193,200 0.17 0.17
4. Venkatesh N Equity 1,335,840 1.20 1.20
5. India Infoline Finance Equity 10,84,17,631 97.37 97.37

Limited
51
6. Prema Narayanaswamy Equity 1 0 Nil
7. Vidhya Anand Equity 1 0 Nil
Total 111,344,611 100.00
Note: Prema Narayanaswamy and Vidhya Anand holding 1 equity share of Rs.10 each respectively are
Registered owners and Beneficial Interest of such shares lies with Narayanaswamy.
No shares are pledged or encumbered by the promoter i.e. IIFL Holdings Limited
Top 10 holders of Equity Shareholders of our Company as on March 31, 2018:
Sr. Name of the Shareholder Class Total number of Total shareholding Number of shares
No. Equity Shares as a % of total held in Demat Form
number of Equity
Shares
1. Shivaprakash. D Equity 345,000 0.3098% 345,000
2. Narayanaswamy Equity 1,052,938 0.9457% 1,052,938
3. Anitha Shivaprakash Equity 193,200 0.1735% 193,200
4. Venkatesh N Equity 1,335,840 1.1997% 1,335,840
5. India Infoline Finance Equity 10,84,17,631 97.3712% 10,84,17,631

Limited
6. Prema Narayanaswamy Equity 1 0.000001% 345,000
7. Vidhya Anand Equity 1 0.000001% Nil
Total 111,344,611 100.00
Note: Prema Narayanaswamy and Vidhya Anand holding 1 equity share of Rs.10 each respectively are
Registered owners and Beneficial Interest of such shares lies with Narayanaswamy.
V. Issue Size:
Under the purview of current document, the Issuer intends to raise, by way of debentures, an amount
aggregating upto Rs 50 cr.
Details of utilization of the issue proceeds

The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be
used, subject to applicable statutory and/or regulatory requirements for microfinancing activities
including onward lending and working capital requirements.
52
VI. Project cost and means of financing, in case of funding of new projects: Not applicable
VII. Details of Borrowings for the quarter ended 31st March, 2018:
As on 31st March, 2018, the company had an outstanding borrowing of secured facilities amounting to
Rs 8156.30 million and an unsecured borrowing of Rs. 679.66 million
A summary of all the outstanding secured as well as unsecured borrowing for the company has been
tabulate below:
Secured NCD facilities as on 31st March, 2018
O/s as on 31st
Date of Maturity Coupon
Instrument Name Mar, 2018 in Tenor Ratings
Allotment Date / Yield
Rs million
SECURED, RATED,
UNLISTED, TAXABLE,
36 ICRA A
SENIOR, 28.09.201 25.09.202
166.7 11.08% month Stable
REDEEMABLE, NON- 7 0
s
CONVERTIBLE
DEBENTURES
SECURED, RATED,
UNLISTED, TAXABLE,
24
SENIOR, 01.07.201 29.06.201
12.5 12.51% month ICRA BB+
s
CONVERTIBLE
DEBENTURES
SECURED, RATED,
UNLISTED,
72
TRANSFERABLE, 30.06.201 30.06.202
50 15.25% month ICRA BB+
REDEEMABLE, 6 2
s
NON-CONVERTIBLE
DEBENTURES
SECURED, RATED,
UNLISTED, TAXABLE,
24
SENIOR, 07.03.201 07.03.201
75 11.40% month ICRA BB+
s
CONVERTIBLE
DEBENTURES
Security: Most of the above Debentures/NCDs have been secured by way of first pari passu charge on
the book debts/receivables other than the assets that have been specifically charged by our Company.
53
Unsecured NCD facilities as on 31st March, 2018
Outstanding
as on 31st Date of Redemption
Instrument Name Coupon Tenor Rating
March, 2018 Allotment Date
in Rs million
UNSECURED,
SUBORDINATED, RATED,
TRANSFERABLE, 72
50 29.06.2016 29.06.2022 16.90% ICRA BB+
REDEEMABLE, NON- months
CONVERTIBLE
DEBENTURES
A) Details of Term Loan Borrowings & Cash Credit Facilities
Outstanding as
Type of on 31st March,
Name of Bank Security
Facility 2018 in Rs
million
Bank of Term
500 Book Debts
Baroda Loan
Term
Bank of Book Debts
Loan 130.93
Maharashtra
Term
Book Debts
Canara Bank Loan 5
Term
Book Debts
Dena Bank Loan 42
Term
Book Debts
Indian Bank Loan 10.21
Term
Lakshmi Vilas Book Debts
Loan 333.03
Bank
Term
Pallavan Book Debts
Loan 18.81
Grama Bank
Term
Book Debts
RBL Bank Loan 230.18
South Indian Term Book Debts

41.51
Bank
54
Loan
Standard Term
Book Debts
Chartered Loan 450
Bank
State Bank Term
Book Debts
(Mauritius) Loan 92.50
Ltd
Term
State Bank of Book Debts
Loan 337.94
India
Term
Book Debts
Uco Bank Loan 55.03
Term
Book Debts
Yes Bank Ltd Loan 1032.08
Term
Book Debts
IIFL Loan 196.12
Term
Hero Fincorp Book Debts
Loan 100
Ltd
Fed Bank Term
Financial Loan Book Debts
160.59
Services
Limited
Term
Reliance Book Debts
Loan 101.50
Capital Ltd.
Nabsamruddhi Term
Book Debts
Finance Loan 33.32
Limited
IFMR Capital Term
Book Debts
Finance Loan 41.00
Limited
Religare Term
Book Debts
Finvest Loan 13.77
Limited
B) Details of Commercial Paper Borrowings
Redemption Outstanding as on 31st Mar, 2018 in Rs.

Date million
12-Jun-18 300.00
25-May-18 350.00
55
C) Details of Top 10 Debenture Holders as on Mar 31, 2018
Sr.
Name Total Value Outstanding in Rs
No.
1
Hinduja Leyland Finance Limited 17,91,66,666
2
IFMR Flmpact Long Term Multi Asset -Senior Deb 10,00,00,000
3
Mahindra & Mahindra Financial Services Ltd 7,50,00,000
Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures issues).
Details of the amount of corporate guarantee issued by the Issuer along with name of the
counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it
has been issued.
Not Applicable
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:
The Company confirms that currently it does not have any outstanding borrowing taken or currently
it has not issued debt securities for consideration other than cash, whether in whole or in part; at a
premium or discount; or in pursuance of an option.
VIII. Details of Promoters:
Details of Promoter Holding in the Company as on March 31, 2018 -
Name of Total Number Number of Total Number of % of Shares

Promoter of Equity shares in shareholding Shares pledged with
shareholder Shares demat as % of total Pledged respect to
form no of equity shares owned
shares
India Infoline 10,84,17,631 10,84,17,631 97.37 NIL NIL
Finance
Limited
Venkatesh N 13,35,840 13,35,840 1.20 NIL NIL
Shivaprakash 3,45,000 3,45,000 0.31 NIL NIL
D.
IX. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information
(like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and
auditor qualifications, if any.
Refer page 33 to 46
56
X. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and
Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditor’s
qualifications, if any
Refer page 33 to 46
XI. Material contracts/agreements
The following contracts (not being contracts entered into in the ordinary course of business carried on
by our Company) or documents pertaining to the Issue which are or may be deemed material have
been entered or to be entered into by our Company. These contracts or documents which are or may
be deemed material are available for inspection at the registered office of our Company from 10.00
am to 4.00 pm on working days from the date of opening of the Issue until the Issue closing date.
Material Contracts:
1. Agreement with Link Intime India Private Limited appointing it as registrar
Other Documents:
1. Memorandum and Articles of Association of the Issuer.
2. Audited Annual Reports of the Company for the last three years.
3. Certificate of incorporation dated August 09, 1995.
4. Fresh certificate of incorporation dated March 31, 2011.
5. Resolution under section 180(1)(c) of the Companies Act, 2013 regarding borrowing powers upto
Rs. 5,000 Crore, resolution under section 180(1)(a) of the Companies Act, 2013 for creation of
charge and resolution under section 42 for private placement of securities passed at the Extra
Ordinary General Meeting of the shareholders of the Company. The same has been attached as
Annexure F.
6. Resolution of the Board of Directors of the Issuer passed at its Board Meeting held on January 23,
2018 and resolution passed by the Committee of Directors at its meeting held on July 10, 2018
for raising money under the Issue. The same has been attached as Annexure E.
7. Consent dated April 25, 2018 of Vistra ITCL (India) Limited to act as Trustee to the Issue of
Debentures.
8. An undertaking that permission/ consent from the prior creditor for a pari passu charge being
created, where applicable in favour the Debenture Trustees has been obtained.
9. An undertaking that the Issuer will, till the redemption of the Debentures, submit the details of
the latest audited/ limited review half yearly consolidated (wherever available) and standalone
financial information (profit and loss statement, balance sheet and cash flow statement) and
auditor qualifications, if any, to the Debenture Trustee within the timelines as mentioned in the
simplified listing agreement, issued by SEBI vide circular dated May 11, 2009 as amended from
time to time, for furnishing/ publishing it half yearly/ annual result.
10. The present Issue of Secured NCD will be covered under the Debenture Trust Deed.
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XII. Any material event/ development or change having implications on the financials/credit quality
(e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in
material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue
or the investor’s decision to invest / continue to invest in the debt securities.
To the best of the knowledge and belief of the Company, save and except mentioned hereunder,
there has been no material event / development or change having implications on the business of the
Issuer at the time of Issue which may affect the Issue or investor’s decision to invest or continue to
invest in the Issue.
If the security is backed by a guarantee or letter of comfort or any other document / letter with
similar intent, a copy of the same shall be disclosed. In case such document does not contain
detailed payment structure (procedure of invocation of guarantee and receipt of payment by the
investor along with timelines), the same shall be disclosed in the offer document:
The Security is backed by Letter of Comfort issued by India Infoline Finance Limited. Please find
attached as Annexure I
XIII.Other details of the Issue:
I. Undertaking to use a common form of transfer

The Debentures will be issued in dematerialized form only and there would be no physical holding.
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 Issuer undertakes that
there will be a common transfer form / procedure for transfer of debentures.
II. A summary of term sheet including brief information pertaining to the Issue is attached as Annexure B
III. Issue Procedure

Listing
The Debentures of the Company are proposed to be listed on the Wholesale Debt Market (WDM) segment
of the BSE. The Company shall comply with the requirements of the listing agreement to the extent
applicable to it on a continuous basis.
Minimum Subscription
As the current issue of Debentures is being made on a private placement basis, the requirement of
minimum subscription shall not be applicable and therefore the Company shall not be liable to refund the
issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or
certain percentage of issue size.
Date of Allotment
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All benefits relating to the Debentures will be available to the investors from the Date of Allotment. The
actual allotment of Debentures may take place on a date other than the Deemed Date of Allotment. The
Debentures shall be allotted in accordance with the requirements of section 42 of the Companies Act,
2013.
Underwriting
The present Issue of Debentures on private placement basis has not been underwritten and no
arrangement has been made for the same.
Interest on Application Money

Our Company shall pay interest 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 Applicant
to whom NCDs are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand
draft(s) whichever is later up to one day prior to the Deemed Date of Allotment, at applicable coupon rate
per annum.
Tax Deduction at Source

Tax as applicable under the provisions of Income Tax Act, 1961, or any other applicable statutory
modification or re-enactments thereof will be deducted at source at the time of payment of interest or
principal amount.
Transfer of Debentures
Debentures 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 Debentures held in electronic form. The seller
should give delivery instructions containing details of the buyer's DP account to his depository participant.
Transfer of Debentures to and from NRls/ OCBs, in case they seek to hold the Debentures and are eligible
to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) and transferor should
take the requisite approvals, including from RBI, as applicable and 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.
APPLICATION PROCESS
Who can apply
The following categories of investors, when specifically approached, are eligible to apply for this private
placement of Debentures by submitting all the relevant documents along with the application form.
1. Companies and Bodies Corporate (incorporated in India), / Companies / Financial institutions /
NBFCs / Statutory Corporations including Public Sector Undertakings
2. Commercial Banks
3. Resident Individuals (including Partnership Firms, and HUF)
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4. Regional Rural Banks

5. Insurance Companies
6. Mutual Funds
7. Any other investors authorized to invest in these Debentures
In each case, solely in India.
Applications are not to be made by (i) Overseas Corporate Bodies, (ii) Non Resident Indians.
All investors are required to comply with the relevant regulations/guidelines applicable to them for
investing in this issue of Debentures and shall ensure that they are permitted to invest in the Debentures
in terms of their constitutional documents.
Although above investors are eligible to apply, only those investors, who are individually addressed
through direct communication by the Company are eligible to apply for the Debentures. No other person
may apply. Hosting of Disclosure Document on the website of the NSE should not be construed as an offer
to public and the same has been hosted in order to comply with a regulatory requirement. Investors
should check about their eligibility before making any investment.
Application by Mutual Funds
No mutual fund scheme shall invest more than 15% of its NAV in debt instruments issued by a single
company which are rated not below investment grade by a credit rating agency authorised to carry out
such activity. Such investment limit may be extended to 20% of the NAV of the scheme with the prior
approval of the Board of Trustees and the Board of Asset Management Company.
A separate application can be made in respect of each scheme of an Indian mutual fund registered with
SEBI and such applications shall not be treated as multiple applications. Applications made by the AMCs or
custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which
application is being made. In case of Applications made by Mutual Fund registered with SEBI, a certified
copy of their SEBI registration certificate must be submitted with the Application Form. The applications
must be also accompanied by certified true copies of (i) SEBI Registration Certificate and trust deed (ii)
resolution authorising investment and containing operating instructions and (iii) specimen signatures of
authorized signatories. Failing this, our Company reserves the right to accept or reject any Applications for
Allotment of the Debentures in physical form in whole or in part, in either case, without assigning any
reason therefor.
Applications under Power of Attorney
A certified true copy of the Memorandum of Association &/ Power of Attorney or the relevant authority as
the case may be along with the names and specimen signature(s) of all the authorized signatories and the
tax exemption certificate/ document, if any, must be lodged along with the submission of the completed
Application Form. Further modifications/ additions in the power of attorney or authority should be notified
to the Company or to its Registrars or to such other person(s) at such other address(es) as may be specified
by the Company from time to time through a suitable communication.
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Application by a Portfolio Manager registered with SEBI
The application should be accompanied by certified true copies of (i) resolution of the Board of Directors,
authorizing investment and containing operating instructions, and with all particulars relating to the
investment in these Debentures, and the acceptance of the terms of these Debentures along with the
authorized signatory list; and (ii) certified copy of registration certificate issued by the SEBI to undertake
Portfolio Management activities
Documents to be provided by investors
Investors need to submit the following documentation, along with the application form, as applicable.
 Memorandum and Articles of Association / Documents governing its constitution
 Resolution authorizing investment
 Certified True Copy of the Power of Attorney
 Form 15 AA for investors seeking exemption from Tax Deduction at Source from interest on the
application money.
 Specimen signatures of the authorized signatories duly certified by an appropriate authority.
 A copy of the Permanent Account Number and registration certificate.
 SEBI registration certificate (for Mutual Funds and FIIs).
Permanent Account Number
All Applicants should mention their Permanent Account Number allotted under Income Tax Act, 1961 and
the Income Tax Circle / Ward / District. A copy of the PAN card should be annexed to the application form.
Each of the Applicants is required to mention his PAN allotted under the Income Tax Act in the Application
Form. The PAN would be the sole identification number for participants transacting in the securities
markets, irrespective of the amount of the transaction. Any Application Form without the PAN is liable to
be rejected. It is to be specifically noted that Applicants should not submit the GIR Number instead of the
PAN as the Application is liable to be rejected on this ground.
Nomination Facility
As per Section 72 of the Companies Act, 2013, only individuals applying as sole applicant/Joint Applicant
can nominate, in the prescribed manner, a person to whom his Debentures shall vest in the event of his
death. Non-individuals including holders of Power of Attorney cannot nominate.
Disputes and Governing law
1. Save and except as set out in Clause 2, the Debentures is governed by and shall be construed in
accordance with the Indian laws. Save and except as set out in Clause 2 any dispute arising in
respect thereof will be subject to the exclusive jurisdiction of the courts and tribunals in Mumbai.
The Trustees may, however, in their absolute discretion commence any legal action or proceeding
arising out of this agreement in a court, tribunal or any other appropriate forum in India and the
Company hereby consents to that jurisdiction.
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2. Notwithstanding the above any dispute arising in respect of the Mortgage Properties or
enforcement thereof will be subject to the exclusive jurisdiction of the courts and tribunals in
Chennai, Tamil Nadu. The Trustees may, however, in their absolute discretion commence any legal
action or proceeding arising out of this agreement in a court, tribunal or any other appropriate
forum in India and the Company hereby consents to that jurisdiction.
Trading of Debentures
The trading of privately placed Debentures would be permitted in standard denomination of Rs. 10 lakhs
in the anonymous, order driven system of the Stock Exchange in a separate trading segment. All class of
investors would be permitted to trade subject to the standard denomination/marketable lot and further
subject to regulatory requirements. The trades executed on spot basis shall be required to be reported to
the Stock Exchange.
Mode of Payment
As set out in Annexure.
Authority for the Placement
The present issue of Debentures is being made pursuant to the resolution of the Shareholders of the
Company, passed at its meeting held on February 22, 2018 and the resolution of the Board of Directors
passed at its meeting held on January 23, 2018 and further a resolution passed by the Committee of
Directors at its meeting held on June 29, 2018. The current issue of Debentures is within the overall
borrowings limits set out in resolution passed under section 180(1)(c) of the Companies Act, 2013, at the
Extra Ordinary General Meeting of the Company held on February 22, 2018. The Company can issue the
Debentures proposed by it in view of the present approvals and no further approvals in general from any
government authority are required.
Terms of Payment
The full Face Value of the Debentures applied for is to be paid along with the Application Form. Investor(s)
need to send in the Application Form and the cheque(s)/ demand draft(s) or RTGS or NEFT for the full Face
Value of the Debentures applied for.
Face Value Per Minimum Application Amount Payable on
Debenture Application per Debenture
Rs.1,00,000 25 debenture & in multiples of 1 Debenture Rs. 25,00,000
thereafter
Market Lot
The market lot will be 1 Debenture (“Market Lot”). Since the Debentures are being issued only in
dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of
debentures.
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Payment on Redemption
In case of the Debentures held in demat form, no action is required on the part of the debenture holder(s)
at the time of redemption of the Debentures and on the Redemption Date, the redemption proceeds
would be paid to those debenture holder(s) whose name(s) appear on the list of beneficial owners given by
the Depositories to the Company. The name(s) would be as per the Depositories' records on the record
date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through
appropriate debit corporate action.
The redemption proceeds shall be directly credited through Electronic Clearing Service (ECS), RTGS or
National Electronic Funds Transfer (NEFT) and where such facilities are not available the Company shall
make payment of all such amounts by way of cheque/ demand draft. The cheque/demand draft for
redemption proceeds, will be dispatched by courier or hand delivery or registered post at the address
provided in the Application / at the address as notified by the debenture holder(s) or at the address with
Depositories' record. Once the redemption proceeds have been credited to the account of the debenture
holder(s) or the cheque/demand draft for redemption proceeds is dispatched to the debenture holder(s) at
the addresses provided or available from the Depositories record, the Company’s liability to redeem the
Debentures on the date of redemption shall stand extinguished and the Company will not be liable to pay
any interest, income or compensation of any kind from the date of redemption of the Debenture(s).
Right to Reissue Debenture(s)
Where the Company has redeemed or repurchased any Debenture(s), the Company shall have and shall
be deemed always to have had the right to keep such Debentures 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 Debentures either by reselling or reissuing the same
Debentures or by issuing other Debentures in their place. This includes the right to reissue original
Debentures.
Transfer/Transmission of Debentures
The Debentures shall be transferred or transmitted freely in accordance with the applicable provisions of
the Companies Act, 2013 as amended. The provisions relating to transfer and transmission and other
related matters in respect of our shares contained in the Articles, the Companies Act, 2013 as amended
shall apply, mutatis mutandis, to the extent applicable to Debentures, as well.
The Debentures held in dematerialised form shall be transferred subject to and in accordance with the
rules/procedures as prescribed by NSDL/CDSL and the relevant DP of the transferor or transferee and any
other applicable laws and rules notified in respect thereof. 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 register of debenture holders
63
maintained by the Depositories/Company, as the case may be. In such cases, claims, if any, by the
transferees would need to be settled with the transferor(s) and not with us or Registrar.
List of Beneficial Owners
The Company shall request the Depository to provide a list of Beneficial Owners as on the Record Date.
This list shall be considered for payment of interest or repayment of principal amount, as the case may be.
Debenture Redemption Reserve
As per the circular of the Ministry of Corporate Affairs No. 04/2013 dated February 11, 2013 and the
Companies Act, 2013 and the rules notified thereunder, Debenture Redemption Reserve is not required to
be created for issue of privately placed debentures by Non-Banking Finance Companies registered with
Reserve Bank of India under Section 45 IA of the RBI (Amendment) Act 1997.
Notices
The notices to the Debenture holder{s) required to be given by the Company or the Trustees shall be
deemed to have been given if sent by registered post/ courier to the sole/first allottee or sole/first
registered holder of the Debentures, as the case may be to the address registered with the Company. All
notices to be given by the Debenture holder(s) shall be sent by registered post/ courier or by hand
delivery to Registrars or to such persons at such address as may be notified by the Company from time to
time.
All transfer related documents, tax exemption certificates, intimation for loss of Letter of
Allotment/Debenture{s}, etc., requests for issue of duplicate debentures etc. and/or any other notices /
correspondence by the Debenture holder(s) to the Company with regard to the issue should be sent by
Registered Post or by hand delivery to the Registrar, or to such persons at such persons at such address as
may be notified by the Company from time to time.
Sharing of Information
The Company may, at its option, use on its own, as well as exchange, share or part with any financial or
other information about the Debenture holders 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 or its subsidiaries and affiliates nor their agents shall be liable for use
of the aforesaid information.
Registrar
Link Intime India Private Limited is acting as Registrar and Transfer agents for the Company for the Issue.
Trustees for the Debenture holders
The Company has appointed Vistra ITCL (India) Limited to act as Trustees for the Debenture holders
(hereinafter referred to as “Trustees”). A copy of letter from Vistra ITCL (India) Limited conveying their
consent to act as Trustees for the Debenture holders is annexed to this Disclosure Document.
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1. The Company and the Trustees will enter/ entered into a Debenture Trustee Agreement and the
Debenture Trust Deed, inter alia, specifying the powers, authorities and obligations of the Company
and the Trustees in respect of the Debentures.
2. The Debenture holder(s) shall, by signing the Application Form and without any further act or deed, be
deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized
officials to do inter-alia all acts, deeds and things necessary in respect of enforcement of rights of
Debenture holders.
3. All the rights and remedies of the Debenture holder(s) shall vest in and shall be exercised by the said
Trustees without having it referred to the Debenture holder(s).
4. No Debenture holder shall be entitled to proceed directly against the Company unless the Trustees,
having become so bound to proceed, fail to do so.
5. Any payment made by the Company to the Trustees on behalf of the Debenture holders shall discharge
the Company pro tanto to the Debenture holder(s).
6. The Debenture Trustee shall ensure disclosure of all material events to the Debenture holders on an
ongoing basis.
7. The Trustees will protect the interest of the Debenture holder(s) in the event of ‘Default’ by the
Company in regard to timely payment of interest and repayment of principal and they will take
necessary action at the cost of the Company.
8. The Debenture Trustee shall carry out its duties and shall perform its functions under the SEBI (Issue
and Listing of Debt Security) Regulations, the SEBI (Debenture Trustee) Regulations, the trust deed and
this Disclosure Document, with due care, diligence and loyalty.
9. Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed entered into
between the Issuer and the Debenture Trustee. A notice in writing to the Debenture holders shall be
provided for the same
10. The events of default are set out under the Debenture Trust Deed.
Right to Accept or Reject Applications
The Board of Directors/ Committee of Directors of the Company reserves its full, unqualified and absolute
right to accept or reject any application, in part or in full, without assigning any reason thereof. The
rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on
Application Money will be paid from the Pay-in Date till one day prior to the Refund Date. The Application
Forms that are not complete in all respects are liable to be rejected and would not be paid any interest on
the application money. Application would be liable to be rejected on one or more technical grounds,
including but not restricted to:
a. Number of Debentures applied for is less than the Minimum Application Size;
b. Bank account details not given;
c. Details for issue of Debentures in electronic/dematerialised form not given;
d. PAN not given;
e. In case of applications under Power of Attorney by limited companies, corporate bodies, tc. relevant
documents not submitted;
f. In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of
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such Debentures will be refunded, as may be permitted.
How to Apply
This Disclosure Document is neither a prospectus and does not constitute an offer to the public generally
to subscribe for or otherwise acquire the Debentures issued by the Company. The document is for the
exclusive use of the investor(s) to whom it is delivered and it should not be circulated or distributed to
third parties. The document would be specifically addressed to the investor(s) by the Issuer.
Only specifically addressed investors may apply for Debentures by completing the Application Form in the
prescribed format in BLOCK LETTERS in English as per the instructions contained therein. Applications
should be for a minimum of 10 Debentures and in multiples of 1 Debenture thereafter. The applications
not completed in the said manner are liable to be rejected. Application Form duly completed in all respects
and should be submitted as instructed. The name of the applicant’s bank, type of account and account
number must be filled in the Application Form. This is required for the applicant’s own safety and these
details will be printed on the refund orders and interest/ redemption warrants.
Applications may be made in single or joint names (not exceeding three). In the case of joint applications,
all payments will be made out in favour of the first applicant. All communications will be addressed to the
first named applicant whose name appears in the Application Form at the address mentioned therein.
Unless the Company specifically agrees in writing with or without such terms or conditions it deems fit, a
separate single cheque/ demand draft must accompany each Application Form. Application money shall
not be accepted in cash. Applicants are requested to write their names and application serial number on
the reverse of the instruments by which the payments are made. All applicants are requested to tick the
relevant column “Category of Investor” in the Application Form.
Debenture holder not a Shareholder
The Debenture holders will not be entitled to any of the rights and privileges available to the Shareholders.
Rights of Debenture holders
 The Debentures shall not, except as provided in the Companies Act, 2013 confer upon the holders
thereof any rights or privileges available to the members of the Company including the right to receive
Notices or Annual Reports of, or to attend and/or vote, at the General Meeting of the Company.
However, if any resolution affecting the rights attached to the Debentures is to be placed before the
shareholders, the said resolution will first be placed before the concerned registered Debenture
holders for their consideration. In terms of Section 136 (1) of the Companies Act, 2013, trustee of
holders of Debentures shall be entitled to a copy of the Balance Sheet on a specific request made to
the Company.
 The rights, privileges and conditions attached to the Debentures 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 Debentures or with the sanction of Special Resolution passed at a meeting of the
66
concerned Debenture holders, provided that nothing in such consent or resolution shall be operative
against the Company, where such consent or resolution modifies or varies the terms and conditions
governing the Debentures, if the same are not acceptable to the Company.
 The Debentures comprising the private placement shall rank pari passu inter se without any preference
to or priority of one over the other or others over them and shall also be subject to the terms and
conditions to be incorporated in the agreements to be entered into by the Issuer with the Trustee and
the letters of allotment/ debenture certificates that will be issued.
 The registered Debenture holder or in case of joint-holders, the one whose name stands first in the
Register of Debenture holders shall be entitled to vote in respect of such Debentures, either in person
or by proxy, at any meeting of the concerned Debenture holders and every such holder shall be
entitled to one vote on a show of hands and on a poll, his/her voting rights shall be in proportion to the
outstanding nominal value of Debentures held by him/her on every resolution placed before such
meeting of the Debenture holders.
 The Debentures are subject to the provisions of the Companies Act, 2013, the Memorandum and
Articles of the Company, the terms of this Disclosure Document and the Application Form. Over and
above such terms and conditions, the Debentures shall also be subject to other terms and conditions
as may be incorporated in the Trustee Agreement/ Letters of Allotment/ Debenture 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 Debentures.
 Save as otherwise provided in this Disclosure Document, the provisions contained in Annexure C and/
or Annexure D to the Companies (Central Government’s) General Rules and Forms, 1956 as prevailing
and to the extent applicable, will apply to any meeting of the Debenture holders, in relation to matters
not otherwise provided for in terms of the Issue of the Debentures.
 A register of Debenture holders will be maintained in accordance with Section 88 of the Companies
Act, 2013 and all interest and principal sums becoming due and payable in respect of the Debentures
will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the
person whose name stands first in the Register of Debenture holders.
 The Debenture holders will be entitled to their Debentures free from equities and/or cross claims by
the Company against the original or any intermediate holders thereof.
Trustee for the Issue
Vistra ITCL (India) Limited

(formerly IL&FS Trust Company Limited)
The IL&FS Financial Centre,
Bandra Kurla Complex, Bandra (East),
Mumbai 400051
[email protected]
Tel: +9104424313234
Mobile: +919962030499
LinkedIn Twitter | www.vistraitcl.com
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Effect of Holidays
Should any of the dates defined above or elsewhere in this Schedule other than the Deemed Date of
Allotment and date of maturity, fall on a Saturday, Sunday or a public holiday, the next Business Day shall
be considered as the effective date(s). However, for payment of principal amount, previous working day
shall be considered as effective date.
1. If the interest payment date falls on a Saturday, Sunday or a public holiday, the payment may 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. In other words, the subsequent
coupon schedule would not be disturbed merely because the payment date in respect of one
particular coupon payment has been postponed earlier because of it having fallen on a Saturday,
Sunday or a public holiday.
2. In order to ensure consistency for interest calculation, a uniform methodology shall be followed for
calculation of interest payments in the case of leap year, which shall be as follows: In case of a leap
year, if February 29 falls during the tenor of a security, then the number of days shall be reckoned as
366 days (Actual/Actual day count convention) for a whole one-year period, irrespective of whether
the interest is payable annually, half yearly, quarterly or monthly etc. It is thus emphasized that for a
half yearly interest payment, 366 days would be reckoned twice as the denominator; for quarterly
interest, four times and for monthly interest payment, twelve times. If the maturity date of the debt
securities, falls on a Saturday, Sunday or a holiday, the redemption proceeds shall be paid on the
previous working day.
3. In order to ensure uniformity for payment of interest/redemption with respect to debt securities, it
has been decided that interest/redemption payments shall be made only on the days when the
money market is functioning in Mumbai.
Note: - For illustration of the above point 1 & 2, with the help of example, SEBI circular number
CIR/IMD/DF-1/122/2016 dated 11.11.2016 should be referred.
Put / Call Option
None
Deemed Date of Allotment

The Deemed Date of Allotment will be as set out in the attached term sheet.
Debentures in dematerialized mode
The Debentures will be credited in dematerialized form within the statutory time period from the Deemed
Date of Allotment.
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)
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Regulations, 1996, rules notified by National Securities Depository Limited (NSDL) and /or Central
Depository Services (India) Limited (CDSL) from time to time and other applicable laws and rules notified in
respect thereof.
Record Date
Record Date for the Issue will be for Principal Protected Secured Redeemable Non-Convertible Market
Linked Debentures (PPMLD 15 (fifteen) days prior to the interest payment date/ redemption date on
which the determination of the persons entitled to receive coupon/ redemption amount in respect of the
Debentures (i.e. the persons whose names are registered in the register of Debenture holders in the
NSDL/ CDSL record) shall be made. In case Record Date falls on Sunday / Holiday, the prior Business Day to
the said Sunday / Holiday shall be the Record Date.
Interest and/or principal repayment shall be made to the person whose name appears as sole / first in the
register of Debenture holders/ beneficiaries on the Record Date. In the event of the Company not
receiving any notice of transfer at least 10 days prior to the Maturity Date the transferees for the
Debentures shall not have any claim against the Company in respect of interest so paid to the registered
Debenture holders.
Purchase and Sale of Debentures
The Company may, at any time and from time to time, purchase Debentures at the price available in the
Debt Market in accordance with the applicable laws. Such Debentures may, at the option of the Company,
be cancelled, held or reissued at such a price and on such terms and conditions as the Company may
deem fit and as permitted by law.
Future Borrowings
The Company shall be entitled from time to time to make further issue of debentures or any other
instruments to the public, members of the Company and /or any other person(s) and to raise further
loans, advances or such other facilities from Banks, Financial Institutions and / or any other person(s) on
the security or otherwise of its assets, without the consent of or intimation to the Debenture holders or
Debenture Trustee.
The discount at which such offer is made and the effective price for the investor as a result of such
discount.
The present Issue is not at a discount.
Servicing behavior on existing debt securities, payment of due interest on due dates on term loans and
debt securities.
As on the date of this Disclosure Document, there has been no default in payment of principal or interest
on any existing term loan or debt security issued by the Issuer.
69
Additional Covenants
A. Default in payment:
Additional Interest of 2% p.a. over and above the agreed coupon/interest calculated for the period from
the date on which any payment is due by the Issuer until the date the payment is made.
B. Security Creation:
In the event of delay in execution of Debenture Trust Deed or any other security documents, the Issuer
shall refund the subscription amounts at the coupon rate or shall pay penal interest of 2% per annum over
the coupon rate for the delayed period till such conditions are complied with, at the option of the
debenture holders.
On the happening of any of the Event of Default, in addition to the rights specified above, the Debenture
Holders/Debenture Trustee shall have the right as indicated in the SEBI regulations]/ Company Act 2013
from time to time.
C. Delay in listing:
In case of delay in listing of the Debentures beyond 20 days from the Deemed Date of Allotment, the
Company will pay penal interest of at least 1% pa over the coupon rate from the expiry of 30 days from
the Deemed Date of Allotment till the listing of such Debentures to the investor.
(The interest rates mentioned in the above three cases are the minimum interest rates payable by the
Company and are independent of each other.)
Security:
A debenture trust deed executed between the Issuer and the Debenture Trustee i.e. Vistra ITCL (India)
Limited creating an upfront security to the extent of Rs.100 crores in favour of the Debenture Trustee. The
present Issue falls within Rs.500 crores and will be covered under the said debenture trust deed.
The names of the debenture trustee(s) shall be mentioned with a statement to the effect that
debenture trustee(s) has given his consent to the issuer for his appointment under regulation 4 (4) and
also in all the subsequent periodical communications sent to the holders of debt securities
The Company has appointed Vistra ITCL (India) Limited as the Trustee for the Issue. All the rights and
remedies of the Debenture holders shall vest in and shall be exercised by the Debenture Trustee without
referring to the Debenture holders. All investors are deemed to have irrevocably given their authority and
consent to Vistra ITCL (India) Limited to act as their Debenture Trustee and for doing such acts and signing
such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture
Trustee on behalf of the Debenture holders shall discharge the Company pro tanto to the Debenture
holders. The Debenture Trustee shall carry out its duties and shall perform its functions under the SEBI
70
Debt Regulations and this Disclosure Documents, with due care, diligence and loyalty.
Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed being entered
into between the Company and the Debenture Trustee. A notice in writing to the Debenture holders shall
be provided for the same. The Debenture Trustee shall ensure disclosure of all material events on an
ongoing basis. The Debenture Trustee shall duly intimate the Debenture holders on occurrence of any of
the following events:
(a) Default by the Company to pay interest on the Debentures or redemption amount; and
(b) Revision of credit rating assigned to the Debentures.
Such information shall also be placed on the websites of the Debentures Trustee, the Company and the
Stock Exchange.
Debenture trustee has accorded its consent to act as debenture trustee for the Issue. A copy of such
consent has been annexed to this document.
The rating letter and rating rationale(s) adopted (not older than one year on the date of opening of the
issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the
rating agencies:
CRISIL Ratings had assigned “CRISIL PP-MLD Ar” Stable for the earlier principal protected equity linked
debentures programme of Rs. 150 crore of the Issuer. The same rating is expected to continue for the
current issuance as well. The rating letter for the new earlier principal protected equity linked debentures
programme of Rs. 150 crore from CRISIL will be obtained before listing of securities from the stock
exchange.
Other than the credit ratings mentioned hereinabove, Issuer has not sought any other credit rating from
any other credit rating agency(ies) for the debentures offered for subscription under the terms of this
Disclosure Document.
The rating provided by the rating agency may be suspended, withdrawn or revised at any time by such
rating agency and should be evaluated independently of any other rating. These ratings are not a
recommendation to buy, sell or hold securities and investors should take their own decisions.
The rating letter and rating rationale has been attached as Annexure to this document.
Names of all the recognized stock exchanges where securities are proposed to be listed clearly
indicating the designated stock exchange and also whether in principle approval from the recognized
stock exchange has been obtained.
The Debentures are proposed to be listed on the BSE Limited.
Names and designations of officials who have been authorized to issue the Disclosure Document
Mr. Venkatesh N. – Managing Director
71
Mr. Shivaprakash D.- Whole Time Director

Mr. Sreepal Jain – Chief Financial Officer
Mr. Sutheja KJ – Company Secretary
Mr. Krishnan S. –Divisional Manager
Key Regulations & Policies
The following description is a summary of certain laws applicable to the Non-Banking Financial Companies
in India as well as certain other Indian Laws and foreign laws, which are applicable to our Company and
our business. The summary of laws, regulations and policies set forth below is not exhaustive and is only
intended to provide general overview.
Our Company is engaged in the business of providing loans against collaterals. We are governed by the
laws governing service sector enterprises and commercial establishments. We are a non deposit taking
(which does not accept public deposits), systemically important, NBFC. As such, our business activities are
regulated by RBI regulations applicable to non-public deposit accepting NBFCs (“NBFC-ND-SI, MFI”).
Taxation statutes such as the Income Tax Act, 1961, the Finance Act, 1994, the Shops and Establishments
Act, 1958, labour regulations such as the Employees’ State Insurance Act, 1948 and the Employees’
Provident Fund and Miscellaneous Act, 1952, and other miscellaneous regulations and statutes apply to us
as they do to any other Indian company. The statements below are based on the current provisions of
Indian law, and the judicial and administrative interpretations thereof, which are subject to change or
modification by subsequent legislative, regulatory, administrative or judicial decisions.
Regulations governing NBFC-MFIs
As per the RBI Act, a financial institution has been defined as a company which includes a non-banking
institution carrying on as its business or part of its business the financing activities, whether by way of
making loans or advances or otherwise, of any activity, other than its own and it is engaged in the
activities of loans and advances, acquisition of shares / stock / bonds / debentures / securities issued by
the Government of India or other local authorities or other marketable securities of like nature, leasing,
hire-purchase, insurance business, chit business but does not include any institution whose principal
business is that of carrying out any agricultural or industrial activities or the sale / purchase / construction
of immovable property.
As per prescribed law any company that carries on the business of a non-banking financial institution as its
‘principal business’ is to be treated as an NBFC. The term ‘principal business’ has not been defined in any
statute, however, RBI has clarified through a press release (Ref. No. 1998-99/ 1269) issued in 1999, that in
order to identify a particular company as an NBFC, it will consider both the assets and the income pattern
as evidenced from the last audited balance sheet of the company to decide a company’s principal
business. The company will be treated as an NBFC if its financial assets are more than 50 per cent of its
total assets (netted off by intangible assets) and income from financial assets should be more than 50 per
cent of the gross income. Both these tests are required to be satisfied in order to determine the principal
business of a company. Further a NBFC-MFI is required to be constituted of qualified assets not less than
85% of its total assets (netted off by intangible assets).
Every NBFC is required to submit to the RBI a certificate, from its statutory auditor within one month from
the date of finalization of the balance sheet and in any case not later than December 30 of that year,
72
stating that it is engaged in the business of non-banking financial institution requiring it to hold a
certificate of registration.
NBFCs are primarily governed by the RBI Act, the Non-Banking Financial (Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007 (“Prudential Norms – D”), the Non-Banking
Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions,
2007 (“Prudential Norms – ND”), the provisions of the Non-Banking Financial Companies Prudential
Norms (Reserve Bank) Directions, 1998 and the revised regulatory framework for NBFCs issued by RBI vide
its circular DNBR (PD) CC.No.002/03.10.001/2014-15 dated November 10, 2014 and DNBR (PD)
CC.No.024/03.10.001/2014-15 dated March 27, 2015 as amended from time to time. In addition to these
regulations, NBFC-MFIs are also governed by various circulars, notifications, guidelines and directions
issued by the RBI from time to time.
Securities Contract Regulation Act, 1956
The Securities Contract (Regulation) Act, 1956 (“SCRA”) seeks to prevent undesirable transactions in
securities by regulating the business of dealing in securities and other related matters. The SCRA provides
for grant of recognition for stock exchanges by the Central Government. Every recognized stock exchange
is required to have in place a set of rules relating to its constitution and bye-laws for the regulation and
control of contracts. The said act deals with recognition, derecognition, regulation / control on the stock
exchanges, empowers the stock exchanges for making its own bye laws, rules and the provisions
pertaining to listing of securities, delisting of securities and dealing in securities. The said enactment also
provides for appellate mechanism.
The bye-laws inter-alia provide for:
i. the opening and closing of markets and the regulation of the hours of trade;
ii. the fixing, altering or postponing of days for settlements;
iii. the determination and declaration of market rates, including the opening, closing highest and lowest
rates for securities;
iv. the terms, conditions and incidents of contracts, including the prescription of margin requirements, if
any, and conditions relating thereto, and the forms of contracts in writing;
v. the regulation of the entering into, making, performance, recession and termination of contracts,
including contracts between members or between a member and his constituent.
Other disclosures in accordance with Section 42 of the Companies Act, 2013 and rule 14(1) of
Companies (Prospectus and Allotment of Securities) Rules, 2014
1. Particulars of the Offer:
Date of passing of Board resolution January 23, 2018

Date of passing of resolution in the general February 22, 2018
meeting, authorizing the offer of securities;
Date of passing of resolution by the July 10, 2018
73
Committee of Directors in its meeting,

authorizing the offer of securities under the
present Issue;
Kinds of securities offered (i.e. whether share Non Convertible Debentures
or debenture) and class of security;
Price at which the security is being offered Rs. 1,00,237/-
including the premium, if any, alongwith
justification of the price;
Name and address of the valuer who CARE
performed valuation of the security offered;
Amount which the company intends to raise Upto Rs. 25 crs
by way of securities;
Terms of raising of securities: Duration, if Please refer Annexure B for a detailed term sheet
applicable, Rate of dividend or rate of
interest, mode of payment and repayment;
Proposed time schedule for which the offer The Issue Opening Date is July 10, 2018 and Issue
letter is valid; Closing Date in relation to the Debentures is July 10,
2018.
Purposes and objects of the offer; The proceeds of the Issue would be utilized for the
general business purposes / activities of the Issuer
including refinancing of existing debt, growing asset
book, etc. The proceeds will be utilized in
compliance with RBI guidelines for banks.
Contribution being made by the promoters or No contribution is being made by the directors or
directors either as part of the offer or promoters of the Issuer
separately in furtherance of such objects;
Principle terms of assets charged as security, One time Secured (i) by way of first pari passu
if applicable; charge on the Mortgaged Properties; and (ii) by way
of first pari passu charge over the Receivables.
The Company shall create a security in terms of the
Debenture Trust Deed
1. Disclosure Document
2. Debenture Trustee Agreement
3. Debenture trust Deed

Transaction Documents 4. Application Form
5. Any other document designated

as a transaction document by the
Debenture Trustee.
Conditions Precedent to Disbursement N.A.

Condition Subsequent to Disbursement
N.A.
Governing Law and Jurisdiction Laws of India and Courts and tribunals of Bangalore
74
2. 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. Nil
Directors or promoters or key managerial personnel are not interested in the Issue.
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 shall be
disclosed.
Details of litigation or legal action pending or taken by any Ministry or Department of the Government
or a statutory authority against the Company: NIL
Details of litigation or legal action pending or taken by any Ministry or Department of the Government
or a statutory authority against the Company: NIL
iii. Remuneration of directors (during the year ended March 31, 2018 and last three financial years).
Directors remuneration are as per the terms agreed between the Company and the Directors and as
approved by the shareholders.
The remuneration to other directors is in the form of sitting fees and commission.
Name of Director FY 16 FY 17 FY 18
Mr. Badrinarayanan S. 64154 79222 58332
Mr. Vikramana A. 30626 85555 58332
Mr. Ramanathan A. 53154 80000 47222
iv. Related party transactions entered during the last three financial years immediately preceding the year
of circulation of offer letter including with regard to loans made or, guarantees given or securities
provided
Please refer Annexure G for details.
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
There are no reservations or qualifications or adverse remarks by the auditors in the last five financial
years immediately preceding the year of circulation of the disclosure document.
75
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.
No inquiry, inspections or investigations were initiated or conducted under the Companies Act, 2013 or
any previous company law and no prosecutions were filed, fines were imposed or compounding of
offences were carried out in the last three years immediately preceding the year of the offer letter in the
case of company or its subsidiary.
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.
Details of acts of material frauds committed against the Company in the last three years is annexed as
Annexure H.
76
.'..'.-
l-"-t
samasta
microfinance
Annexure A
Declaration
It is hereby declared that this Disclosure Document
contains discrosures in accordance
Securities and Exchange Board of india with [jJ
[lssue and Listing of Debr securities) Regulation,
2008 as
[ii) the companies Acr,20r3and.ures made thereunder; and
il:ttifl:TJ,'ffi:::::e; (iii) other
The Directors of the Issuer hereby declare

that:
[iJ the Issuer has complied with the provisions of the
cornpanies Act and the rures made
[ii) the compliance with the companies Act and the rules does thereunder;
not imply that payment of dividend
interest or repayment of debentures, if applicable, or
is guaranteed by the central covernment;
fiiiJ the monies received under the offer shall
be useJonry for the purposes and
the Offer Ietter/ disclosure document. ob;ects indicated in
I am authorizedby th e Allotrnent com

mittee of the Board of Directors of the
dated July 70'2018 to sign this form company vide resolu tion
and declare that ail the requrrements
and the rules made thereunder in respect of companies Act,2013
of the subject matter of this form and
thereto have been compiled with' whatever matters incidental
is stated in this form r nd in the attachments
true' correct and complete and no information thereto is
material to the sub;ect matter of this form
suppressed or concealed and is as perthe has been
originalrecords maintained bythe promoters
to the Memorandum of Association and Arfrcles subscribing
of Association.
that a, rhe required attachments have

:H been comprerery, correcrry
'H,tffi:h1i:T,:ifl,:;lj;'
The company accepts no responsibility for
the statements made otherwise tha' in
Document or in any other material jssued the Disclosure
by or at the instance of the company
placing reliance on any other source of and that anyone
information would be doing so at his own
risk.
For Samas nce Limited
I fain'
Chief Financi
Samasta Microfi nance Limited

CIN:U65 l9 | KA | 995P1C057884
Regd.&HeadOffice: No.4l8, ll2A,4th Cross,6thMain,WilsonGarden, Bangalore560027 IndiaT+9 1 80429 1 3500
Corporate office: 37 A, Sannathi Street,Theradi,Thiruvottriyur, Chennai - 600 0l9 (Tamil Nadu)

Annexure B
Term Sheet
TERMS & CONDITIONS OF NCD
Security Name SAMASTA-EC975-191021-MLD-2021
Product Code EC975-191021
ISIN INE413U07079
Issuer SAMASTA MICROFINANCE LIMITED
Type of Instrument Principal Protected – Market Linked Redeemable Non-Convertible Debenture
Nature of Instrument Secured
Seniority Senior
Principal Protection Principal is protected at Maturity
Underlying/ Reference
Nifty50
Security
Mode of Issue Private Placement
The following categories of investors, when specifically approached, are eligible to apply
for this private placement of Debentures:
 Resident Individuals,
 Hindu Undivided Family,
Eligible Investors  Trust,
 Limited Liability Partnerships, Partnership Firm(s),
 Portfolio Managers and Foreign Institutional Investors (FII) registered with SEBI,
 Association of Persons,
 Companies and Bodies Corporate including Public Sector Undertakings.
 Commercial Banks, Regional Rural Banks, Financial Institutions,
 Insurance Companies,
 Mutual Funds/ Alternative Investment Fund (AIF), and any other investor eligible to
invest in these Debentures
Issue Size (Rs.) 250,592,500
Option to Retain
Not Applicable
Oversubscription
Minimum Application Size 25 debentures and in multiples of 1 debenture thereafter
Face Value Rs. 100,000/- Per Debenture
Issue Price Rs. 100,237/- Per Debenture
This issue is a further issuance under the Product Code EC975-191021 bearing ISIN
Justification of Issue Price INE413U07079. The issue price is calculated by discounting the expected maturity payout
by the yield at which the issuance is being made for the remaining tenor of the security
Discount at which
NA
security is issued and the
effective yield because of such
discount.
Purpose and objects of the

General corporate purposes and onward lending
Issue
The Issuer proposes to augment its resources to meet its requirements of funds to carry on
Details of the Utilization of the
its business operations. The proceeds of the issue of Debentures would be utilized for
proceeds
general corporate purposes and onward lending.
Tenor in Days 1197 Days from the Deemed Date of Allotment
Issue Opening Date 10-Jul-18
Issue Closing Date 10-Jul-18
Initial Fixing Date 19-June-18
Initial Fixing Level 10,710.45
Final Fixing Date 24-June-21
Final Fixing Level Official Closing Level of Nifty 50 Index as on Final Fixing Date
Redemption Date 19-Oct-21
Redemption Value Face Value*(1+Coupon)
Pay-in-Date 10-Jul-18
Deemed Date of Allotment 10-Jul-18
Underlying Performance (Final Fixing Level / Initial Fixing Level) – 1
Scenario Coupon
If Final Fixing Level>25% of the 36.405%
Coupon Initial Fixing level
If Final Fixing Level<=25% of the 0.000%

Initial Fixing level
Step up/Step down coupon

Not Applicable.
rate
Coupon payment frequency Coupon, if any will be paid on Redemption Date
Coupon payment dates Coupon, if any will be paid on Redemption Date
Coupon type Coupon linked to Underlying / Reference Index.
Coupon Reset Process

(including rates, spread,
Not Applicable
effective date, interest rate
cap and floor etc).
Day Count Basis Actual / Actual
Default interest rate In case of default in payment of Coupon and/or principal redemption on the Redemption
date, additional interest @ 2% p.a. over the Coupon will be payable by the Company for the
defaulting period.
Proposed time
schedule for which
Till redemption
the Disclosure Document is
valid
Redemption
Not Applicable
Premium/Discount
Put Option None
Put Option Date Not Applicable
Put Option Price Not Applicable
Put Notification Time Not Applicable
Call Option None
Call Option Date Not Applicable
Call Option Price Not Applicable
Call Notification Time Not Applicable
The Company proposes to list these Debentures on the BSE WDM segment. The Issuer
Listing confirms that the Debentures would be listed within 20 days from the Deemed Date of
Allotment.
DEMAT form
Issuance mode of Debenture
Settlement mode of the

RTGS
Instrument
Provisions related to Cross

Default N.A.
Clause
Trading mode of the

DEMAT form only
Debenture
Depository NSDL and CDSL
Debentures shall be secured by: -
Security a) pari passu mortgage and charge over the Company’s Identified Immovable Property;
and
b) charge on present and future receivables to the extent equal to the principal and interest
amount of the Debentures outstanding at any point of time.
Rating
“CRISIL PP-MLD Ar” with stable outlook
Contribution by Promoters or
Director either as part of this
offer or separately in Nil
furtherance of the objects of
the Issue
Business Day Convention Unless otherwise stated, Modified Following Business Day Convention
BRANCH Prestige Towers Branch, Bangalore
THE RATNAKAR BANK LTD, G-13, G-14, G-15 & G-17

PRESTIGE TOWERS,99 & 100 RESIDENCY ROAD,
ADDRESS BANGALORE - 560025
Settlement
Bank A/C Name Samasta Microfinance Limited
Bank A/C No 409000839892
RTGS/NEFT IFSC RATN0000156
The Company will have power, exercisable at its sole and absolute discretion from time to
Right to Re-purchase time, to re-purchase a part or all of its Debentures from the secondary markets at Fair
Debentures Market Value or otherwise, at any time prior to the Redemption Date, subject to applicable
law and in accordance with the applicable guidelines/regulations
The date, as may be fixed by the Company, which will be 15 days prior to the redemption
Record Date date on which the determination of the persons entitled to receive coupon/redemption
amount in respect of the Debentures (i.e., persons whose names are registered in the
register of Debenture Holders or NSDL/CDSL record) shall be made.
This issue does not contemplate any interest on application money till allotment of
Interest on Application Money
Debentures.
 Memorandum and Articles of Association of the Company.

 Resolution passed by shareholders in the general meeting dated April 28, 2018 for
increase in overall borrowing limits of the company.
 Resolution passed by shareholders in the general meeting dated February 22, 2018 for
issuance of debentures on private placement basis.
 Resolution passed by the Allotment Committee of the Board of Directors dated June
Transaction Documents
11, 2018 for issuance of debentures on private placement basis.
 Consent Letter from Vistra ITCL (India) Private Limited for acting as Debenture Trustee
for and on behalf of the holder(s) of the Debentures.
 Letter from CARE Limited conveying the credit rating for the Debentures of the
Company and the rating rationale pertaining thereto.
 Debenture Trust deed executed between Company and Vistra ITCL (India) Private
Limited.
Conditions Precedent to
Nil
Disbursement
Conditions Subsequent to
Nil
Disbursement
Events of Default As per Debenture Trust Deed
Roles and Responsibilities of

As per Debenture Trust Deed
Debenture Trustee
Governing Law and Jurisdiction The Debentures offered are subject to provisions of the Companies Act, 2013 as may be
applicable, Securities Contract Regulation Act, 1956, Securities and Exchange Board of India
(Issue and Listing of Debt Securities) Regulations, 2008, Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirement) Regulations, 2015 in terms of this
Disclosure Document, Instructions contained in the Application Form and other terms and
conditions as may be incorporated in the Trustee Agreement and the Trust Deed and such
other laws as my be applicable, guidelines, notifications and regulations relating to the issue
and allotment of securities issued from time to time by the Government of India, Reserve
Bank of India (RBI), and, or any other authorities and other documents that may be executed
in respect of the these Debentures. The Debenture holders, by purchasing the Debentures,
agree that the Mumbai High Court shall have exclusive jurisdiction with respect to matters
relating to the Debentures.
Default in Payment:
In case of default in payment of Coupon and/or principal redemption on the Redemption

Date, additional interest @ 2% p.a. over the Coupon will be payable by the Company for the
defaulting period.
Delay in Listing:
Other Terms
In case of delay in listing of the Debentures beyond 20 days from the Deemed Date of
Allotment, the Company will pay penal interest @1 % p.a. over the Coupon from the expiry
of 30 days from the Deemed Date of Allotment till the listing of such Debentures to the
investor.
The interest rates mentioned in above are independent of each other.
Fees paid to Valuation Agent by the Issuer shall be in the range of 3 bps p.a. to 8 bps p.a. on
Valuation Agency Fees
the face value of the outstanding Debentures.
Name of Agency: CARE Ratings Ltd.

Valuation Agency Address: CREDIT RATINGS LIMITED, Unit no. 1101-1102, 11th Floor, Prestige Meridian II, No.
30, M.G. Road, Bengaluru – 560 001.
The securities are created based on complex mathematical models involving multiple
derivative exposures which may or may not be hedged and the actual behavior of the
Risk Factors associated with securities selected for hedging may significantly differ from the returns predicted by the
Market Linked Debentures mathematical models.
The principal amount is subject to the credit risk of the issuer whereby the investor may or
may not recover all or part of the funds in case of default by the Issuer.
At the request of an Investor, the Company shall at its discretion and without being obliged
to do so, arrange for the buyback (“Premature Exit”) of such number of Debentures as the
Premature Exit Investor shall request.
A request for Premature Exit by an Investor shall not be considered if made within 3 months
from the Deemed Date of Allotment.
The Issuer will pay the distributor a distribution fee which shall not exceed 4% of the amount
Distribution Fee
collected through them
Illustration of Cash Flows:

Company SAMASTA MICROFINANCE LIMITED (the “Issuer”)
Tenure 1197 Days from the Deemed Date of Allotment
Face Value Rs. 100,000 Per Debenture
Issue Price Rs. 100,237 Per Debenture
Date of Allotment 10-Jul-18
Redemption 1197 Days from the Deemed Date of Allotment
Scenario Coupon
If Final Fixing Level>25% of the 36.405%
Coupon Rate Initial Fixing level
If Final Fixing Level<=25% of the 0.000%

Initial Fixing level
Frequency of the Coupon if any, will be paid on Redemption Date

interest payment
with specified dates
Day count Not Applicable

Convention
Cash Flows Date No. of days in Coupon Period Amount (in Rupees)
Coupon on Redemption, if any 10-Jul-18 1197 Days from the Deemed Coupon linked to Underlying /
Date of Allotment Reference Index.
Scenario Analysis
Tabular Representation
The following table shows the value of the Debenture at maturity under different market conditions
Annualized
Underlying
Assumed Assumed Pre-Tax
Initial Performance Maturity
Current Final Issue Price Return (Re-
Level (From Initial Value
Level Level Issue
Level)
Investor)
10,710.45 10,770.00 26,776.13 150.00% 100,237.00 136,405.00 9.85%
10,710.45 10,770.00 21,420.90 100.00% 100,237.00 136,405.00 9.85%
10,710.45 10,770.00 18,207.77 70.00% 100,237.00 136,405.00 9.85%
10,710.45 10,770.00 13,923.59 30.00% 100,237.00 136,405.00 9.85%
10,710.45 10,770.00 11,781.50 10.00% 100,237.00 136,405.00 9.85%
10,710.45 10,770.00 11,245.97 5.00% 100,237.00 136,405.00 9.85%
10,710.45 10,770.00 10,817.55 1.00% 100,237.00 136,405.00 9.85%
Annualized
Underlying
Level Level Issue
Level)
Investor)
10,710.45 10,770.00 10,710.45 0.00% 100,237.00 136,405.00 9.85%
Annualized
Underlying
Level Level Issue
Level)
Investor)
10,710.45 10,770.00 9,639.41 -10.00% 100,237.00 136,405.00 9.85%
10,710.45 10,770.00 8,568.36 -20.00% 100,237.00 136,405.00 9.85%
10,710.45 10,770.00 5,355.23 -50.00% 100,237.00 136,405.00 9.85%
10,710.45 10,770.00 3,213.14 -70.00% 100,237.00 136,405.00 9.85%
10,710.45 10,770.00 2,677.61 -75.00% 100,237.00 136,405.00 9.85%
10,710.45 10,770.00 1,071.05 -90.00% 100,237.00 100,000.00 0.00%
10,710.45 10,770.00 0.00 -100.00% 100,237.00 100,000.00 0.00%

Graphical Representation
36.405%
This scenario analysis is provided for illustrative purposes only and does not represent actual termination or unwind prices, nor
does it present all possible outcomes or describe all factors that may affect the value of your investment.
Rating:s CONFIDENTIAL
CRISIL
~MMLl203440/PPMLD/071820 18/2
July 18,2018 An S&P Global Company
Mr. Venkatesh N
Managing Director
Samast.il Microfinancc Limited
6th Main Road, NGO Colony
Wilson Garden
Bangalore.560027
Dear Mr. Venk3tesh N,

Re: CRISIL Rating on the RS.150 Crore Long Term Principal Proteeled Markel Linked Debentnres uf
Samasta l\'licrofinance Limited
We refer to your request for a rating for the captioned Debt instrument.
CRISIL has, after due consideration, reallirmed its "CRISIL PP.MLD Ar" (pronounced "CRISIL PP-MLD A
r rating") and it has been placed under "Rating Watch with Developing Implications". The revised rating on
the instrument indicates adequate degree of safety or risk of default with regard to timely servicing of financial
obligations. The Rating Watch reflects an emerging situation, which may affect the credit profile of the rated
entity.
A prefix of 'PP-A4LD' indicates ,hat the instrument is a principal-protected market-linked debenture. The terms
of such instruments indicate that while the issuer promises /0 pay back the face value/principal of the
instrument. the coupon rates of these instruments will not be fixed. and could be linked /0 one or more external
,,'ariables such as commodity prices. equity share prices. indices. or foreign exchange rates. The 'r' suffix
indicates that payments on the rated instrument have significant risks other than credit risk. The terms of the
instrument jpecify that the payments to investors will not he fixed. and could be linked to one or more external
variables such as commodity prices. equity indices. or foreign exchange rates. This could result in variability in
returns because of adverse movement in value of the external variables. and/or possible material loss of
principal on early redemption of ,he instrumen/. The risk of such adverse mm'ement in price I value is not
addressed by ,he rating.
In the event of your company not making the issue within a period of 180 days from the above date, or in the
event of any change in the size or structure of your proposed issue, a fresh letter of revalidation from CRISIL
will be necessary.
As per our Rating Agreement, CRISIL would disseminate the rating through its publications and other media,
and keep the rating under surveillance for the life of the instrument. CRISIL reserves the right to withdraw or
revise the ratings assigned to the captioned instrument at any time, on the basis of new information, or
unavailability of information or other circumstances, which CRISIL believes, may have an impact on the rating.
As per the latest SEBI circular (reference number: CIRlIMD/DF/l7/2013; dated October 22, 2013) on
centralized database for corporate bonds/debentures, you are required to provide international securities
identification number (ISIN; along with the reference number and the date of the rating letter) of all
bond/debenture issuances made against this rating letter to us. The circular also requires you to share this
information with us within 2 days after the allotment of the ISIN. We request you to mail us all the necessary
and relevant information at [email protected]. This will enable CRISIL to verify and confirm tu the
depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to
contact us for any clarifications you may have at [email protected]
Should you require any clarifications, please feel free to get in touch with us.
With warm regards,
Yours sincerely,
~ VA...".
Ajit Velonie Nivedita Shibu
Director - CRISIL Ratings Associate Director - CRISIL Ratings
A CRI$IL rating reflects CRf$JL's current opinion on the likelihood of timely payment of the obligations under the rated instrument and
does not constitute an audit of the rated entity by CRISIL. CRISfL ratings are based on information provided by the issuer or obtained
by CRI$/L from sources it considers reliable CRJSIL does not guarantee the completeness or accuracy of the information on which the
rating is based A CRI$IL rating is not a recommendatlofl to buy, sell, or hold the rated Instrument; It does not comment on the market
price or suitability for a particular investor All CRISIL (atmgtFM~fLnetml¥M}(eillance Ratings are revised as and when circumstances so
warrant. CRfS/L is not responSible for any errors and ~speclalTy statestnat It has no fmanc/a/liabillty whatsoever to the subscnbers I
users I transmitters I d,stflbutors of th/~&-Ed~1t!t)t?hkI~Yffi~7d~J,lijl8~~e~~out charge to the publiC on the CRISfL
www.crisil.com
a
SAInASTA
microf nance
CERTIFIED TRUE COPY OF THE EXTRACTS OF THE RESOLUTION

PASSED AT THE
4TH MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE
FINANCIAL YEAR 2017-18, HELD ON TUESDAY,IANUARY 23,
}OLBAT 10.30 A.M. AT
# II,1ST FIOOR, ADAM'S CHAMBER, RICHMOND ROAD, BANGALORE-560025.:
AGENDA ITEM NO.T3
"RESOLVED THAT pursuant to the provisions

of Section 42 and other applicable
provisions , if any, of the Companies Act,201,3, the Companies
[prospectus and Ailotment
of Securities) Rules, 2014 as may be amended from time to time,
and in accordance with
the enabling provisions of the Memorandum and Articles of Association
of the Company
and the Securities and Exchange Board of India (lssue and Listing
of Debt SecuritiesJ
Regulations 2008 as may be amended from time to time and subject
to the approval of
members at an ensuing general meeting, consent of the Board
fhereinafter referred to as
'the Board' which term shall be deemed to include
any Committee which the Board may
have constituted or hereinafter constitute to exercise its powers including
the powers
conferred by this Resolution) be and is hereby accorded to issue, offer
and allot Secured
/Unsecured /Listed /Unlisted /Rated /Unrated /Non - Convertible /Market Linked
Subordinated Debt /Perpetual Debentures
/
/Fixed Maturity Debentures of the Company
for an amount not exceeding Rs. 500 crores (Rupees Five Hundred croresJ
on private
placement basis in one or more tranches during the financial year
Z0IB-201,9, on such
terms and conditions as may be determined by the Board, from time
to time, and subject
to compliance with the applicable law, rules, directions issued
by the governmenr or any
other regulatory authority, in this regard.
RESOI'VED FURTHER THAT, for the purpose of creating, offering,

issuing and allotting
the Debentures, subject to the approval of members at an ensuing general meeting th!
Board [including any Committee thereofJ be and is hereby authoiiied
on behalf of the
Company to do all such acts, deeds, matters and things, as it
may, in its absolqte
discretion, deem necessary or expedient in the interest oflhe Company
and with power
on behalf of the company to determine the terms and conditions of the
issue of the
Debentures, settle all the questions, difficulties or doubts that
may arise in this regard
without requiring the Board to secure any further consent or approval of
the Members of
tne LomDanv.
RESOLVED FURTHER THAT, Mr. Venkatesh N., Managing Director

D', whole Time Director Mr. Sutheja KJ, company Secretary
/ Mr. Shivaprakash
f /Mr. rrrrqrrLtlq^urrr",
Ananthakumar T..
SAMASTA MICRO FINANCE LIMITED

Chief Financial Officer be and are hereby severally authorized to dofiisuch
acts, deeds
or things which may be necessary in order to give effect to the above resolution/s.,,
or Samasta Microfinance Limited
Sutheja Kf
Company Secretary
M.No. A39340
Date: February L6,20LB

Place: Bengaluru
.4.dr
f . deN,
'OA
X4
4 -Lft-
samas La
micro finance
CERTIFIED TRUE COPY OF THE EXTRACTS OF THE RESOLUTION PASSED AT THE

MEETING OF MEMBERS OF THE ISSUANCE AND ALLOTMENT COMMITTEE OF THE
COMPANY FOR THE FINANCIAL YEAR 2018-19 HELD ON FRIDAY, JULY 10, 2018 AT
11.30 A.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 418,
1/2A, 4TH CROSS, 6TH MAIN, WILSON GARDEN, BANGALORE- 560027,
KARNATAKA:
APPROVAL OF TERMS OF NON-CONVERTIBLE MARKET LINKED DEBENTURES:
a) Offer of Non-Convertible Debentures:

"RESOLVED THAT pursuant to the approval of Board of Directors at their meeting held
on January 23, 2018 and the approval of shareholders at their Extra Ordinary General
Meeting on February 22, 2018 for issue of Non- Convertible Debentures of the Company,
and in accordance with the provisions of the Information Memorandum, Memorandum
and Articles of Association of the Company, the Companies Act, 2013 and the Rules
framed there under (including modifications, amendments thereto or enactment thereof
from time to time), applicable Regulations of the Reserve Bank of India and the Securities
and Exchange Board of India, if any, the approval of the Committee be and is hereby
accorded to (a) raise funds by offer of 2,500 Rated, listed, Secured, Taxable, Senior,
Redeemable INR denominated non-convertible Market Linked debentures of Face Value of
Rs.1,00,000 (Rupees One Lakh Only) each at a premium of Rs. 237 per debenture (the
Debentures) aggregating to Rs. 25,05,92,500 on such terms and conditions specified in
the Term Sheet placed before the Committee.
RESOLVED FURTHER THAT the Company do and hereby negotiate and finalize the
terms and conditions for appointment of an arranger, a debenture trustee, a registrar
and transfer agent, a credit rating agency, a depository and such other intermediaries as
may be required to be appointed, including their successors and their agents.
RESOLVED FURTHER THAT, Mr. Venkatesh N., Managing Director, Mr. Shivaprakash D.
Whole Time Director, Mr. Sreepal Jain, Chief Financial Officer, Mr. Sutheja K.J, Company
Secretary, Mr. Krishnan S., Divisional Manager of the company authorized as
("Authorized Officers") be and are hereby severally authorized:
(i) to do all such acts, deeds and things as the Authorized Officers may deem
necessary or desirable in connection with the issue, offer and allotment of the
Debentures;
(ii) seeking, if required, any approval, consent or waiver from any/all concerned
government and regulatory authorities, and/or any other approvals, consent or
waivers that may be required in connection with the issue, offer and allotment of
the Debentures; z
(iii) negotiate, approve of and decide the terms and conditions of the issue
Debentures;
SAMASTA MICRO FINANCE LIMITED
Page 1 of 5 CIN:U65191KA1995P1C057884
Regd. & Head Office : No. 418,1/2A, 4th Cross, 6th Main,Wilson Garden, Bangalore - 560 027. T: 080
www.samasta.co.in
(iv) execute the term sheet;
(v) seeking the listing of the Debentures on the Stock Exchange, submitting the listing
application to the Stock Exchange and taking all actions that may be necessary in
connection with obtaining such listing;
(vi) finalize terms and conditions of the appointment of an arranger, a debenture

trustee, a registrar and transfer agent, a credit rating agency, a depository and
such other intermediaries as may be required to be appointed, including their
successors and their agents;
(vii) authorize the maintenance of a register of holders of the Debentures;
(viii) creating and perfecting the Security as required in accordance with the terms of
the Transaction Documents (as defined below);
(ix) finalize the date of allocation and deemed date of allotment of the Debentures;
(x) negotiate, execute, file and deliver any documents, instruments, • deeds,
amendments, papers, applications, notices or letters as may be required in
connection with the Issue and deal with regulatory authorities in connection with
the Issue including but not limited to SEBI, Registrar of Companies, Ministry of
Corporate Affairs, Company Law Board, BSE and such other authorities as may be
required;
to generally do any other act or deed, to negotiate and execute any documents,
applications, agreements, undertakings, deeds, affidavits, declarations and
certificates and to give such directions as it deems fit or as may be necessary or
desirable with regard to this Issue;
(xii) to execute all documents, file forms with, make applications with the Stock
Exchange, the Registrar of Companies, or any depository;
(xiii) sign and/or despatch all documents and notices to be signed and/or despatched
by the Company under or in connection with the Transaction Documents;
(xiv) to take all steps and do all things and give such directions as may be required,
necessary, expedient or desirable for giving effect to the Transaction Documents,
the transactions contemplated therein and the resolutions mentioned herein;
(xv) including without limitation, approve, negotiate, sign, execute, amend, supplement
and / or issue the following:
A. information memorandum / disclosure document and for the Debenture

Issue (the Information Memorandum) and the private placement offer
letter;
B. tripartite agreement between the Company, the depository and the registrar
and transfer agent;
Page 2 of 5
C. the memorandum of understanding between the Company and the registrar
and transfer agent;
D. debenture certificate for the Debentures;
E. debenture trust deed, debenture trustee agreement, deed of hypothecation

and other requisite documents for the creation of a security over the
Company's movable properties and assets, (including any powers of attorney
in connection thereto) and any other document in relation thereto
(collectively, the Transaction Documents);
F. documents for opening of bank accounts and issuing instructions of bank

accounts related thereto in connection with the Debentures including
without limitation for the purposes of recognizing the rights of the debenture
trustee to operate such bank accounts;
G. any other documents required for the purposes of the Issue and the
transactions contemplated thereby, including but not limited to letters of
undertaking, declarations, agreements, reports; and
H. any other document designated as a security document by the debenture

trustee.
(xvi) do all act necessary for the proposed listing of the Debentures in accordance with
the terms set out in the Information Memorandum and the Transaction
Documents; and
(xvii) do all other acts, deeds and things as may be deemed necessary to give effect to
the foregoing and the other terms of this resolution.
RESOLVED FURTHER THAT the Authorized Officers be and are hereby severally
authorized to take all necessary steps relating to the creation, perfections and
registration of charges and also to sign and submit the necessary forms with the
Registrar of Companies and other relevant governmental authorities.
RESOLVED FURTHER THAT, any one of the Directors of the Company be and is hereby
authorized to record the name of holder of the Debentures in the register of debenture
holders and to undertake such other acts, deeds and acts as may be required to give
effect to the issuance, allotment and listing of the Debentures.
RESOLVED FURTHER THAT the Company be and is hereby authorized to open any
bank accounts with such bank or banks in India as may be required in connection with
the Issue and that any one of Authorized Officers, be and are hereby authorized to sign
and execute the application form and other documents required for opening the said
account/s, to operate the said account/s, and to give such instructions including closure
thereof as may be required and deemed appropriate by them, and that the said bank/s
be and is/are hereby authorized to honor all cheques and other negotiable instruments
drawn, accepted or endorsed and instructions given by any of the Authorized Officers
on behalf of the Company."
Page 3 of 5
b) Declaration of Trust and appointment of Debenture Trustee:
"RESOLVED THAT pursuant to the Companies Act, 2013 and the rules made
thereunder, the Company do and hereby constitute a trust for the purpose of issue of
the Debentures.
RESOLVED FURTHER THAT the approval of the Committee be and is hereby accorded
for appointing Vistra ITCL (India) Limited, (a) as the debenture trustee in connection
with the Issue; and (b) as the debenture trustee in connection with any and all the
security interest created or proposed to be created or any guarantee, indemnities or
undertakings issued or proposed to be issued pursuant to the debenture trust deed or
any transactions contemplated therein for the benefit of holders of the Debentures.
RESOLVED FURTHER THAT the Authorised Officers be and are hereby severally
authorized to execute the debenture trustee agreement, the debenture trust deed and
the other Transaction Documents in relation to the Issue and the creation of security
and such other documents, applications, undertakings, deeds, and declarations as may
be required and to give such directions as may be deemed fit or as may be necessary or
desirable with regard to this Issue."
c) Application for issue of Debentures in Dematerialised form:

i. Admission of Securities with NSDL and CDSL:
"RESOLVED THAT pursuant to the Debt Listing Regulations, the Company do and
hereby seek admission of non-convertible debentures, to be issued by the Company, to
the depository system of National Securities Depositories Limited and Central
Depository Services India Limited to issue the non-convertible debentures in
dematerialised form.
RESOLVED FURTHER THAT any one of the Authorised Officers be and are hereby
severally authorized to do acts and deeds which may be deemed necessary to
implement the object of the above resolution."
d) Approval of draft Information Memorandum & Private Placement Offer Letter

"RESOLVED THAT any one of the Authorised Officers be and are hereby severally
authorized to approve and finalize, on behalf of the Company, the terms of the
information memorandum and the private placement offer letter to be provided to the
identified investors that propose to subscribe to the Debentures on a private placement
basis, and to sign and execute the aforementioned documents on behalf of the Company.
RESOLVED FURTHER THAT the Authorized Officers be and are hereby severally
authorized to pay all stamp duty required to be paid for the Debenture Issue in
accordance with the laws of the Republic of India and procure the stamped documents
from the relevant governmental authorities.
RESOLVED FURTHER THAT, any of the Authorized Officers be and are hereby
severally authorized to approve and finalize, sign, execute and deliver documents in
relation to the Issue as set out in this resolution and such other agreements, deeds,
undertakings, indemnity and documents as may be required by the debenture trust)
or any of them in connection with the Debentures to be issued by the Company.
Page 4 of 5
RESOLVED FURTHER THAT, the Authorized Officers be and hereby severally
authorized to register or lodge for registration upon execution documents, letter(s) of
undertakings, declarations, and agreements and other papers or documents as may be
required in relation to any of the above with any registering authority or governmental
authority competent in that behalf.
RESOLVED FURTHER THAT, the Authorized Officers be and are hereby severally
authorized to affix the Common Seal of the Company, if required, on the documents
related to Issue (including the Transaction Documents), and any of the said agreements
and documents, and any further documents and agreements that may be required in the
presence of any one of the Directors of the Company in accordance with the Articles of
Association of the Company.
RESOLVED FURTHER THAT any of the Directors of the company be and are hereby
authorized to delegate the powers as may be deemed necessary to do such acts and
execute such documents as may be required in connection with any of the matters
relating to the issue of the Debentures.
RESOLVED FURTHER THAT the copies of the foregoing Resolution certified to be true
copies by anyone of the Directors / Company Secretary of the Company be furnished to
the debenture trustee and such other person as may be deemed necessary".
For Samasta Microfinance Limited
Sutheja
Company Secr Date: July 13, 2018
M.No. A39340 Place: Bangalore
Page 5 of 5
+
SAInASTA
CERTIFIEDTRUECOPYoFEXTRACTSoFTHEMINUTESoFTHESECONDI2ND)
FOR THE FINANCIAL
EXTRA ORDINARY GENERAL MEETING OF THE COMPANY
YEAR 20L7.20L8, HELD ON THURSDAY, FEBRUARY
22'?OLBAT 1O:OO A'M' AT THE
REGISTERED OFFICE OF THE COMPANY:
SPECIAL BUSINESS:
AGENDA:
io trtuE nuruNc tHE pttttRttctRr vneR zotg-tg'

modification(s), the following
To consider and if thought fit, to pass with or without
resolution as SPECIAL RES0LUTI0N:
,,RESOLVED THAT pursuant to the provisions of Section 42 and other applicable

and A]lotment
provisions, if any, of the companies Act,20L3,the companies fProspectus
of Securities) Rules, 20L4 asmay be amended
from time to time' and in accordance with
of Association of the company
the enabling provisions of the Memorandum and Articles
and Listing of Debt Securities)
and the Securities and Exchange Board of India [rssue
Regulations 2008 as may be arnended from time
to time; the consent of the Members of
of Directors of the company
the company be and is hereby accorded to the Board
'the Board' which term shall be deemed to include any
[hereinafter referred to as
or hereinafter constitute to exercise
committee which the Board may have constituted
to issue' offer and allot
its powers including the powers conferred by this Resolution)
- convertible /Market
Secured /unsecured /Listed /Unlisted /Rated /Unrated /Non
Linked/SubordinatedDebt/PerpetualDebentures/FixedMaturityDebenturesofthe 0nly)
Rs.500 crores [Rupees Five Hundred Crore
Company for an amount not exceeding
during the financial year 201'8-2019
on private placement basis in one or n]o." tranches '
onsuchtermsandconditionsasmaybedeterminedbytheBoard'fromtimetotime'and
rules' directions issued by the government
subject to compliance with the applicable law,
or any other regulatory authority, in this regard'
FURTHERRESOLVEDTHATforthepurposeofcreating,offering,issuingandallotting
is hereby authorised
thereofJ be and
the Debentures, the Board [including any committee
acts, deeds, matters and things' as it may'
in its
on behalf of the Company io ao all such ^-l..,ill^with'
^-^,- and
in the interest of the company
absorute discretion, deem necessary or expedient .^:^^,,^ ^f +l-o
the terms
power on behalf of the Companv to determine Ti:::iTi::t"ti:;::t":::i:
arise in this regard
Bffi#;'*"i; all the questions, difficulties or doubts that may
consent or approval of the Members of
without requiring the Board to secure any further
lhe ComPanY'
SAMASTA MIcRo FINANCE LIMITED

Y(Vr
#
page t of 2 CIN:U65 19 KA | 99sPLC0s7884
r
" Regd. & Head Office : No.4 | 8,1l2A,4th Cross, 6th Main,Wilson Garden, Bangalore - 560
www.samasta.co. tn
RESOLVED FURTHER THAT, Mr. Vdnkatesh N', Managing
Dire€or / Mr' Shivaprakash
Mr. Sutheja Kf, company Secretary Mr' Anantha Kumar
/ T"
D., Whole Time Director I
chief Financial officer be and are hereby severally authorized
to do all such acts, deeds
or things which may be necessary in order to give effect
to the above resolution/s'"
For Samasta Microfinance Limited
Sutheia K.l
Company Se
MembershiP No. A39340
Date: FebruarY 23,2018

Place: Bangalore
r!
,*1.]*,
lr ,", \
\i ii
+*;
'*l
SAMASTA
m c.ot nanae
+
;
CERTIFIED TRUE COPY OF EXTRACTS OF THE MINUTES OF THE
FIRST(IST) EXTRA
ORDINARY GENERAL MEETING OF THE COMPANY FOR THE FINANCIAL
YEAR 2O1B-
20L9, HELD ON SATURDAY, APRIL 28, 2018 AT 10:00 A.M. AT THE
REGISTERED
OFFICE OF THE COMPANY:
SPECIAL BUSINESS:
AGENDA:
To consider and if thought fit, to pass with or without modification(s),

the following
resolution as SPECIAL RESOLUTION:
'RESOLVED THAT, pursuant to the provisions of section

180[1)[c) of the Companies Act
2013 and all other applicable provisions if any, or any other law for the
time being in
force [including any statutory modification(s) or amendments(sJ thereto
or re-
enactment thereof for the time being in force) and in terms of Articles
of Association of
the Company, the Company hereby accords its consent to the Board of Directors
fherein
after referred td as "the Board" which term shall be deemed to include the
Resourcing &
Business Committee or any other Committee which the Board may constitute/
auth orize
for this purposeJ of the Company to increase the borrowing limit of such sum
or sums of
monies and for availing all kinds and types of loans, advances and credit facilities
including issuance of debentures and other debts instruments,
[apart from temporary
loans from the company's bankers), from time to time, from the existing limit
of Rs. j.,000
crore (Rupees One Thousand Crore OnlyJ to Rs.5,000 crore
fRupees Five Thousand Crore
OnlyJ outstanding at any point of time on account of principal, for and on behalf
of the
Company, from its bankers, other banks, NBFCs, financial institutions, companies,
firms,
bodies corporate, or from any other person, in Indian rupees or any foreign currencies,
as may be permitted under applicable laws, whether unsecured or secured.
RESOLVED FURTHER THAT, pursuant to the provisions of Section 180[1) (a)

of the
Companies Act 201'3 and all other applicable provisions if any, or any other law for the
time being in force [including any statutory modification or amendment thereto or re-
enactment thereof for the time being in forceJ and in terms of Articles of Association
of
the Company, the consent of the members be and is hereby accorded to the Board of
Directors of the Company fwhich term shall be deemed to include the Resourcing & .
Business Committee and any such committee which the Board may constitute/
auth orize
for this purpose) for mortgaging/ charging/hypothecating all or any of the immovable
and movable properties and assets of the Company both present and future and the
whole or substantially the whole of the undertaking or the undertakings of the Company
on such terms and conditions, as may be agreed to between the Board and Lender[sj
and
Samasta Microfi nance Limited
Page L of 2 CIN;U65 l9 | KA | 995p1C057884
Regd'& Head office: No'4l8, llzA,4th Cross,5th Main,
Wilson Garden, Bangalore 560027India T +91 g0
Corporate office: No.37A, Sannathi Streer, Theradi, Thiruvottr-iyur,
Chennar - 600 0t9 (lndia)
.samasta.co.in
debenture holders or holders of other instruments to sedre the loans/
borrowings/credit facilities obtained or as maybe obtained or debentures/ bonds and
other instruments issued or to be issued by the company to or in favour of the financial
institutions, non-banking finance companies, co-operative banks, investments institution
and their subsidiaries, banks, mutual funds, trusts and other bodies corporate or trustees
for the holders of debentures/ bonds and/ or other instruments, which may exceed the
paid-up capital and free reserves provided that the total amount of monies borrowed/
credit facilities availed shall not at any time exceed a sum of Rs.5,000 crore (Rupees Five
Thousand Crore Only) outstanding at any point of time on account of principal.
finance Limited
:-+-
\'.,
o\r.
Sutheia K.f
Company Sec
Membership No. A39340
Date: May 22,20tB

Place: Bangalore,
Pase 2of2
Annexure G
Related Party Transactions for the Financial Year ending 2017-18.
Key
Holding Group Manageri
Nature of Compan Direct Companie al
Transaction Related Party y Subsidiaries s Personnel Total
Income - - - -
Service Fee on
India Infoline
Business
Finance Limited
Correspondence 65.25 - - - 65.25
India Infoline
Arranger Fee Housing Finance
Limited 1.20 - - 1.20
Expense - - - -
India Infoline
Interest
Finance Limited 62.26 - - - 62.26
IIFL Management
Rent
Services Limited - - 0.009 - 0.009
Mr. N. Venkatesh
Managing Director - - 5.40 5.40
Remuneration to Mr. D.
Director Shivaprakash
Whole-time
Director 4.20 4.20
Mr.
Sitting fee to Badrinarayanan
Independent Seshadri Director - 0.058 0.058
Directors Mr. A. Vikraman
Director 0.058 0.058
82
Key
Mr. A.
Ramanathan
Director - - 0.047 0.047
Mr. T. Anantha
kumar CFO
From 02nd July’16 - - 1.26 1.26

Remuneration to
KMP Mr. K J Sutheja
Company
Secretary from
11th Nov’16 - - 0.63 0.63
Other Transactions
Loans and
Advances received India Infoline
from Holding Finance Limited
Company 4,257.50 - - - 4,257.50
Loans and
India Infoline
Advances repaid to
Finance Limited
Holding Company 3,312.76 - - - 3,312.76
Equity Share India Infoline

Capital Finance Limited 500.00 - - - 500.00
Balance as at year
end

Capital Finance Limited 1,084.17 - - - 1,084.17
Investment in
Subsidiary
Ayusha Dairy
(1000000 Equity
Private Limited
shares of ` 10/-
each) 10.00 - - 10.00
83
Key
Term Loans India Infoline

(Including ICD) Finance Limited 944.74 - - - 944.74
Year ended 31 March 2017
Mr. N. Venkatesh
Whole-time
Director 2.40 2.40
Mr. R.C. Shekar

Director upto 16th
Feb 2017 1.51 1.51
Reimbursement of
Mr. N. Venkatesh
expenses to 0.00 0.00
Managing Director
Director 6 6
Mr.
Badrinarayanan
Seshadri Director - 0.076 0.076
Sitting fee to
Mr. A. Vikraman
Independent
Directors
Mr. A.
Ramanathan
Director - 0.0800 0.0800
Mr. T. Anantha
Kumar CFO
Remuneration to
KMP From 02nd July’16 - - 0.812 0.812
Ms. Singh C Ritu 0.083 0.083

Company
84
Key
Secretary
Upto 31st Oct’16
Mr. K J Sutheja
Company
Secretary from
11th Nov’16 - - 0.25 0.25
Other
Transactions - - - -

Balance as at year
end - - -

Investment in
Subsidiary
Ayusha Dairy
(1000000 Equity
Private Limited
shares of ` 10/-
each) 10.00 - - 10.00
Year ended 31 March 2016
Income
Interest on loans
Ayusha Dairy
& advances to
Private Limited
related party 0.214 - - 0.214
Service Fee to Ayusha Dairy

related party Private Limited 2.00 - - 2.00
Other - 0.02 - - 0.02
85
Key
Transactions
Loans and
Ayusha Dairy
Advances to
Private Limited
subsidiary 0.0071 - - 0.0071
Loans and
Advances Ayusha Dairy
recovered from Private Limited
subsidiary 4.23 - - 4.23
Mr. N. Venkatesh
Whole-time
Director 2.04 2.04
Mr. R.C. Shekar

Director upto 16th
Feb 2017 1.51 1.51
Reimbursement of
Mr. N. Venkatesh
expenses to 0.10 0.10
Managing Director
Director 7 7
Mr.
Badrinarayanan
Seshadri Director - 0.064 0.064
Sitting fee to
Mr. A. Vikraman
Independent
Directors
Mr. A.
Ramanathan
Director - 0.053 0.053
Mr. S.
Remuneration to
Parthasarthy, CFO
KMP
Upto 31st May ‘16 - - 0.48 0.48
86
Key
Ms. Singh CRitu

Company
Secretary
Upto 31st Oct’16 0.13 0.13
Balance as at year
end - - -
Investment in
Subsidiary
Ayusha Dairy
(1000000 Equity
Private Limited
shares of ` 10/-
each) 10.00 - - 10.00
Annexure H
Details of material fraud committed against the Company during the FY 2017-18, amount exceeding
Rs.1 lakh
Place of Type of fraud Amount involved Present status

occurrence (in Rs.)
Doddaballapura Cash misappropriation, 4,34,252 INR 1.34 lacs recovered. FIR

cheating, forgery for the (0104/2018) filed at
purpose of cheating and Doddaballapur Police Station.
using the forged Under investigation.
documents as genuine.
Rs.1 lakh -NIL
Rs.1 lakh -NIL
87

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Private & Confidential – For Private Circulation Only

(This Disclosure Document is not a Prospectus)

SAMASTA MICROFINANCE LIMITED

CIN No: U65191KA1995PLC057884

REGISTERED OFFICE: CORPORATE OFFICE:

COMPLIANCE OFFICER: CHIEF FINANCIAL OFFICER:

Mr. Sutheja KJ Mr. Sreepal Jain

Link Intime India Private Limited Vistra ITCL (India) Limited

The Disclosure Document is dated 10th July, 2018

IMPORTANT NOTICE GENERAL DISCLAIMER:

THIS INFORMATION MEMORANDUM (“DISCLOSURE DOCUMENT”) IS NEITHER A PROSPECTUS NOR A

Each person receiving this Disclosure Document acknowledges that:

DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

DISCLAIMER OF THE STOCK EXCHANGE

DISCLAIMER IN RESPECT OF JURISDICTION

DISCLAIMER BY RESERVE BANK OF INDIA:

FORWARD LOOKING STATEMENTS

DISCLAIMER IN RESPECT OF REFERENCE INDEX

TERMS AND CONDITIONS RELATING TO THE REFERENCE INDEX

DISCLOSURES AND INFORMATION RELATING TO THE REFERENCE INDEX PERTAINING TO PRINCIPAL

Risk factors associated with investing in Fixed Income Securities

General Risk factors

Risks relating to Debentures due to linkages to the reference asset

Risks Relating to Our Business

Our insurance coverage may not adequately protect us against losses.

External Risk Factors:

Issuer Name Samasta Microfinance Limited

C 101, 247 Park,

II.Directors of the Company

Name, Designation, Nationality, DIN Age Date of Other Directorships

Address: No.472, 19th Main, 35th

Mr. Shivaprakash D. 42 30/07/200 1. Ayusha Dairy Private Limited

Address: N0.51, Uttarathalli Main

Mr. R. Venkataraman 50 20/01/201 1. IIFL Holdings Limited

Address: 604, Glen Heights,

Address: K 1202 Mantri Espana, Outer

Address: C5, Krishna Terrace 162,

Mr. Vikraman Ampalakkat 70 26/06/200 1. Esaf Microfinance and

Address: G-3 V B Royal Apartments

Ms. Ramanathan Annamalai 69 23/04/200 1. Unnati Microfin Private

Brief profile/particulars of directors of the Company (as on date)

Mr. Venkatesh N. -Managing Director

Mr. Shivaprakash D – Whole-time Director

Mr. R. Venkataraman – Whole-time Director

Mr. Ramanathan A. -Independent Director

Mr. Vikraman A. -Independent Director

Mr. Badri Seshadri -Independent Director

Mrs. Malini B. Eden- Additional Director

Key Managerial Personnel’s of our Company (as on date)

Mr. Sreepal Jain – Chief Financial Officer

Mr. Sutheja KJ – Company Secretary

Brief Particulars of the Management of the Company (as on date):

Sr. No. Name Designation

Details of change in directors since last three years:-

DIN Date of Reason

Details of the auditors of the Company:-

Name Address Auditor since

Details of change in auditor since last three years:- No Change

Samasta is a systemically important non-deposit taking NBFC focusing on Microfinance. We are a