AAVAS FINANCIERS LIMITED - Citi Bank · 2018-10-04 · AAVAS FINANCIERS LIMITED Our Company was incorporated as ‘Au Housing Finance Private Limited’ on February 23, 2011, as a

AAVAS FINANCIERS LIMITED Our Company was incorporated as ‘Au Housing Finance Private Limited’ on February 23, 2011, as a private limited company under the Companies Act 1956, with a certificate of incorporation granted by

the Registrar of Companies, Rajasthan at Jaipur (“RoC”). Pursuant to a special resolution passed by our shareholders on January 10, 2013, our Company was converted into a public limited company and

our name was changed to ‘AU Housing Finance Limited’. Consequently, the RoC certified the change of name upon conversion to a public limited company on January 11, 2013. Thereafter, pursuant to a

special resolution passed by our shareholders on February 23, 2017, the name of our Company was changed to ‘Aavas Financiers Limited’ and consequently, a fresh certificate of incorporation dated March

29, 2017 was issued by the RoC. For details of change in name and registered office of our Company, see “History and Certain Corporate Matters” on page 173.

Corporate Identity Number: U65922RJ2011PLC034297

Registered and Corporate Office: 201-202, 2nd Floor, South End Square, Mansarover Industrial Area, Jaipur 302 020, Rajasthan, India Tel: +91 14 1661 8800 Fax: +91 14 1661 8861

Contact Person: Sharad Pathak, Company Secretary and Compliance Officer Tel: +91 14 1661 8800 Fax: +91 14 1661 8861

E-mail: [email protected] Website: www.aavas.in

OUR PROMOTERS: LAKE DISTRICT HOLDINGS LIMITED AND PARTNERS GROUP ESCL LIMITED INITIAL PUBLIC OFFERING OF 20,727,817 EQUITY SHARES

* OF FACE VALUE OF ₹ 10 EACH (THE “EQUITY SHARES”) OF AAVAS FINANCIERS LIMITED (OUR “COMPANY” OR THE “COMPANY” OR

THE “ISSUER”) FOR CASH AT A PRICE OF ₹ 821 PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF ₹ 811 PER EQUITY SHARE) (THE “OFFER PRICE”) AGGREGATING TO ₹ 17,017.54 MILLION* (THE

“OFFER”) COMPRISING A FRESH ISSUE OF 4,478,458 EQUITY SHARES* BY OUR COMPANY AGGREGATING UP TO ₹ 3,676.81 MILLION

* (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 16,249,359

EQUITY SHARES* AGGREGATING TO ₹ 13,340.72 MILLION

* INCLUDING AN OFFER FOR SALE OF 8,815,439 EQUITY SHARES AGGREGATING TO ₹ 7,237.48 MILLION BY LAKE DISTRICT HOLDINGS

LIMITED (“LAKE DISTRICT”), 4,281,907 EQUITY SHARES AGGREGATING TO ₹ 3,515.45 MILLION BY PARTNERS GROUP ESCL LIMITED (“ESCL” AND TOGETHER WITH LAKE DISTRICT, “PROMOTER

SELLING SHAREHOLDERS”), 236,339 EQUITY SHARES AGGREGATING TO ₹ 194.03 MILLION BY KEDAARA CAPITAL ALTERNATIVE INVESTMENT FUND – KEDAARA CAPITAL AIF 1 (“KEDAARA AIF-1”

OR “INVESTOR SELLING SHAREHOLDER”), AND 1,879,110 EQUITY SHARES AGGREGATING UP TO ₹ 1,542.75 MILLION BY PARTNERS GROUP PRIVATE EQUITY MASTER FUND LLC (“MASTER FUND”

OR “PROMOTER GROUP SELLING SHAREHOLDER”) AND 911,564 EQUITY SHARES AGGREGATING TO ₹ 748.39 MILLION BY SUSHIL KUMAR AGARWAL AND 125,000 EQUITY SHARES AGGREGATING

TO ₹ 102.63 MILLION BY VIVEK VIG (TOGETHER, THE “OTHER SELLING SHAREHOLDERS” AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDERS, INVESTOR SELLING SHAREHOLDER

AND PROMOTER GROUP SELLING SHAREHOLDER, THE “SELLING SHAREHOLDERS” AND SUCH OFFER FOR SALE, THE “OFFER FOR SALE”)*. THE OFFER CONSTITUTES 26.51% OF THE POST-OFFER

PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

*Subject to finalisation of the Basis of Allotment. Please note that as per the Red Herring Prospectus, up to 21,121,466 Equity Shares were made available for Bidding.

THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH AND THE OFFER PRICE IS 82.10 TIMES THE FACE VALUE OF THE EQUITY SHARES The Offer has been made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 (the “SCRR”), through the Book Building Process and in compliance with Regulation 26(1) of the Securities and

Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the “SEBI ICDR Regulations”), wherein not more than 50% of the Offer was available for allocation to Qualified Institutional

Buyers (“QIBs”) (the “QIB Category”), of which the Company and the Selling Shareholders have, in consultation with the GCBRLMs and BRLM, allocated 60% of the QIB Category to Anchor Investors on a

discretionary basis in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic

Mutual Funds at or above the price at which allocation was made to Anchor Investors (the “Anchor Investor Allocation Price”). Further, 5% of the QIB Category (excluding the Anchor Investor Portion) was available for

allocation on a proportionate basis only to Mutual Funds, and the remainder of the QIB Category was available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds,

subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer was available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Offer

was available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All Investors (except Anchor Investors) were

required to mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process, and were required to provide details of their respective bank account in which the Bid

Amount was blocked by the SCSBs. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Offer Procedure” on page 475.

RISKS IN RELATION TO THE FIRST OFFER This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares. The face value of our Equity Shares is ₹ 10 and the Floor Price and Cap Price are 81.80 times and 82.10 times of

the face value of the Equity Shares, respectively. The Offer Price (as determined and justified by our Company and the Selling Shareholders, in consultation with the GCBRLMs and BRLM, in accordance with the SEBI ICDR

Regulations, and as stated in “Basis for Offer Price” on page 109) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or

sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are advised to

read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer including the risks involved.

The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific

attention of the investors is invited to “Risk Factors” on page 17.

ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the

Offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that

there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, each of the

Selling Shareholders accepts that all statements, disclosures and undertakings made by it in this Prospectus, in relation to itself and the Equity Shares being offered by it in the Offer for Sale are true and correct. Each

Selling Shareholder, severally and not jointly, does not assume any responsibility for any other statements, including without limitation, any and all of the statements made by or in relation to the Company or the other

Selling Shareholders in this Prospectus.

LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. We have received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to

letters dated July 17, 2018 and July 25, 2018 respectively. For the purposes of this Offer, NSE is the Designated Stock Exchange. A copy of the Red Herring Prospectus has been and a copy of this Prospectus will be

delivered for registration to the RoC in accordance with Section 26(4) of the Companies Act 2013. For details of the material contracts and documents that were available for inspection from the date of the Red Herring

Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 571.

GLOBAL CO-ORDINATOR AND BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD

MANAGER REGISTRAR TO THE OFFER

ICICI Securities Limited

ICICI Center, H.T. Parekh

Marg Churchgate, Mumbai

400 020

Maharashtra, India

Tel: +91 22 2288 2460

Fax: +91 22 2282 6580

E-mail:

[email protected]

om

Website:

www.icicisecurities.com

Investor grievance e-mail:

customercare@icicisecuriti

es.com

Contact person: Shekher

Asnani/ Rishi Tiwari

SEBI Registration No.:

INM000011179

Citigroup Global Markets

India Private Limited

1202, 12th Floor, First

International Financial

Centre, G-Block, C54 & 55,

Bandra Kurla Complex,

Bandra (East) Mumbai 400

098, Maharashtra, India

Tel: +91 22 6175 9999

Fax: +91 22 6175 9898

E-mail: [email protected]

Website:

www.online.citibank.co.in/r

htm/citigroupglobalscreen1.

htm


[email protected]

Contact person: Amulya

Goyal


INM000010718

Edelweiss Financial

Services Limited

14th Floor, Edelweiss House

Off C S T Road, Kalina

Mumbai 400 098,

Maharashtra, India

Tel: +91 22 4009 4400

Fax: +91 22 4086 3610

E-mail:

[email protected]

m

Website:

www.edelweissfin.com


customerservice.mb@edelw

eissfin.com

Contact person: Disha

Doshi/ Pradeep Tewani


INM0000010650

Spark Capital Advisors

(India) Private Limited

No.2 'Reflections', Leith

Castle Centre Street

Santhome High Road

Chennai 600 028, Tamil

Nadu, India

Tel: +91 44 4344 0000

Fax: +91 44 4344 0090

E-mail:

[email protected]

Website:

www.sparkcapital.in


investorgrievance@sparkca

pital.in

Contact person:

Ramprashanth Ganesan


INM000011138

HDFC Bank Limited

Investment Banking Group

Unit No. 401 & 402, 4th Floor

Tower B, Peninsula Business

Park, Lower Parel

Mumbai 400 013

Maharashtra, India

Tel: +91 22 3395 8021

Fax: +91 22 3078 8584

E-mail:

[email protected]

Website: www.hdfcbank.com

Investor Grievance e-mail:

[email protected]

m

Contact Person: Rakesh

Bhunatar / Ravi Sharma


INM000011252

Link Intime India Private Limited

C-101, 1st Floor, 247 Park

L.B.S. Marg, Vikhroli (West)

Mumbai 400 083

Maharashtra, India

Tel: +91 22 4918 6200

Fax: +91 22 4918 6195

E-mail: [email protected]

Website: www.linkintime.co.in

Investor Grievance e-mail:

[email protected]

Contact person: Shanti

Gopalkrishnan


INR000004058

BID/ OFFER PERIOD*

BID/ OFFER OPENED ON* Tuesday, September 25, 2018 BID/ OFFER CLOSED ON Thursday, September 27, 2018 * The Anchor Investor Bidding Date was one Working Day prior to the Bid/ Offer Opening Date i.e., Monday, September 24, 2018.

PROSPECTUS

October 1, 2018

Please read Section 26 and Section 32 of the Companies Act 2013

100% Book Building Issue

TABLE OF CONTENTS

SECTION I - GENERAL ..................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ..................................................................................................... 1 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND

CURRENCY OF PRESENTATION ............................................................................................................ 12 FORWARD-LOOKING STATEMENTS ................................................................................................... 15

SECTION II - RISK FACTORS ....................................................................................................................... 17

SECTION III – INTRODUCTION ................................................................................................................... 42

SUMMARY OF INDUSTRY ........................................................................................................................ 42 SUMMARY OF BUSINESS ......................................................................................................................... 55 SUMMARY FINANCIAL INFORMATION .............................................................................................. 63 THE OFFER .................................................................................................................................................. 70 GENERAL INFORMATION ....................................................................................................................... 72 CAPITAL STRUCTURE .............................................................................................................................. 84 OBJECTS OF THE OFFER ....................................................................................................................... 105 BASIS FOR OFFER PRICE ...................................................................................................................... 109 STATEMENT OF TAX BENEFITS .......................................................................................................... 113

SECTION IV: ABOUT THE COMPANY ..................................................................................................... 116

INDUSTRY OVERVIEW ........................................................................................................................... 116 OUR BUSINESS .......................................................................................................................................... 147 KEY REGULATIONS AND POLICIES IN INDIA................................................................................. 164 HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................... 173 OUR MANAGEMENT ............................................................................................................................... 181 OUR PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES ......................................... 197 RELATED PARTY TRANSACTIONS ..................................................................................................... 202 DIVIDEND POLICY ................................................................................................................................... 203 SELECTED STATISTICAL INFORMATION ........................................................................................ 204

SECTION V – FINANCIAL INFORMATION ............................................................................................. 218

FINANCIAL STATEMENTS..................................................................................................................... 218 CAPITALISATION STATEMENT AS ADJUSTED FOR THE OFFER ............................................. 392 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS .......... 393 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS ...................................................................................................................................... 398 SPECIAL PURPOSE FINANCIAL INFORMATION MANAGEMENT DISCUSSION .................... 422 FINANCIAL INDEBTEDNESS ................................................................................................................. 439

SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................... 442

OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS .............................. 442 GOVERNMENT AND OTHER APPROVALS ........................................................................................ 449 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 452

SECTION VII – OFFER RELATED INFORMATION ............................................................................... 468

OFFER STRUCTURE ................................................................................................................................ 468 TERMS OF THE OFFER ........................................................................................................................... 471 OFFER PROCEDURE................................................................................................................................ 475

SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................ 521

SECTION IX – OTHER INFORMATION .................................................................................................... 571

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................ 571 DECLARATION ......................................................................................................................................... 574

1

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below

in this Prospectus, and references to any statute or regulations or policies will include any amendments or re-

enactments thereto, from time to time. In case of any inconsistency between the definitions given below and the

definitions contained in the General Information Document (as defined below), the definitions given below shall

prevail.

The words and expressions used but not defined herein shall have the meaning as is assigned to such terms

under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and

regulations made thereunder, unless the context otherwise indicates or implies.

Company Related Terms

Term Description

“the Company”, “our

Company” or “the Issuer”

“Aavas Financiers Limited”, a public limited company incorporated in India under the

Companies Act 1956 with its Registered and Corporate office at 201 – 202, 2nd floor, South

End Square, Mansarover Industrial Area, Jaipur 302 020, Rajasthan, India.

“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company together with its

Subsidiary

Aavas Finserv Aavas Finserv Limited

AoA/Articles of Association

or Articles

The articles of association of our Company, as amended

Audit Committee The audit committee of our Board as described in “Our Management – Corporate

Governance – Board-level committees – Audit Commitee” on page 188

AuSFB AU Small Finance Bank Limited

Board/ Board of Directors The board of directors of our Company, or a duly constituted committee thereof

CEO Chief Executive Officer of our Company

Company Secretary Company Secretary of our Company

Compliance Officer Compliance Officer of our Company

CSR Committee The corporate social responsibility committee of our Board as described in “Our Management

– Corporate Governance – Board-level committees – Corporate Social Responsibility

Commitee” on page 193

Deed of Assignment Deed of Assignment dated February 5, 2016 entered into between AuSFB and our Company

Director(s) The director(s) on our Board

Equity Shares The equity shares of our Company having a face value of ₹ 10 each

ESCL Partners Group ESCL Limited

ESOP-2016 Collectively, ESOP 2016-I, ESOP 2016-II and ESOP 2016-III

ESOP 2016-I The equity stock option plan for employees 2016 of our Company

ESOP 2016-II The equity stock option plan for management team 2016 of our Company

ESOP 2016-III The equity stock option plan for directors 2016 of our Company

Group Companies The group companies of our Company, as covered under the applicable accounting standards

and other companies as considered material by our Board in terms of the Materiality Policy

and described in “Our Promoters, Promoter Group and Group Companies – Details of our

Group Companies” on page 201

Investor Selling Shareholder Kedaara AIF-1

IPO Committee The IPO committee of our Board comprising Sushil Kumar Agarwal, Nishant Sharma, Manas

Tandon and Kartikeya Dhruv Kaji

Kedaara AIF-1 Kedaara Capital Alternative Investment Fund – Kedaara Capital AIF 1

Kedaara Capital Kedaara Capital I Limited

KMP/ Key Managerial

Personnel

Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI ICDR

Regulations and Section 2(51) of the Companies Act 2013 and as described in “Our

Management – Key Managerial Personnel (as per AS 18)” on page 194

Lake District Lake District Holdings Limited

Master Fund Partners Group Private Equity Master Fund LLC

Materiality Policy The policy adopted by our Board on June 8, 2018 for determining (i) Group Companies; (ii)

outstanding material litigation involving our Company, Subsidiary, Directors and Promoters;

and (iii) outstanding dues to creditors in respect of our Company, in terms of the SEBI ICDR

Regulations for the purposes of disclosure in the offer documents. For further details, see

“Our Promoters, Promoter Group and Group Companies” and “Outstanding Litigation

and Other Material Developments” on pages 197 and 441, respectively.

MoA/Memorandum

of Association

The memorandum of association of our Company, as amended

2

Term Description

Nomination and

Remuneration Committee

The nomination and remuneration committee of our Board as described in “Our Management

– Corporate Governance – Board-level committees – Nomination and Remuneration

Committee” on page 190

Other Selling Shareholders Together, Sushil Kumar Agarwal and Vivek Vig

Promoters The promoters of our Company, namely, Lake District and ESCL

Promoter Group Selling

Shareholder

Master Fund

Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to

Regulation 2(1)(zb) of the SEBI ICDR Regulations and disclosed “Promoters, Promoter

Group and Group Companies – Promoter Group” on page 200

Promoter Selling

Shareholders

Together, ESCL and Lake District

Registered and Corporate

Office

The registered and corporate office of our Company, situated at 201 – 202, 2nd floor, South

End Square, Mansarover Industrial Area, Jaipur 302 020, Rajasthan, India

Registrar of Companies/ RoC Registrar of Companies, Rajasthan at Jaipur.

Restated Consolidated

Financial Statements

Restated consolidated statement of assets and liabilities as at June 30, 2018 and March 31,

2018, the restated consolidated statement of profit and loss and restated consolidated

statement of cash flows for three months ended June 30, 2018 and year ended March 31,

2018 for our Company and its Subsidiary, on a consolidated basis, during the relevant year

Restated Financial

Information/ Restated


Together, the Restated Consolidated Financial Statements and the Restated Standalone


Restated Standalone


Restated standalone statement of assets and liabilities as at June 30, 2018 and March 31,

2018, 2017, 2016, 2015 and 2014, the restated standalone statement of profit and loss and

restated standalone statement of cash flows for three months ended June 30, 2018 and each

of the years ended March 31, 2018, 2017, 2016, 2015 and 2014 for our Company

Selling Shareholders Collectively, the Promoter Selling Shareholders, Promoter Group Selling Shareholder,

Investor Selling Shareholder and the Other Selling Shareholders

Share Purchase Agreement Share purchase agreement dated February 5, 2016 entered into amongst Lake District,

Kedaara AIF-1, Master Fund, ESCL and AuSFB read with the amendment agreement dated

May 31, 2016

Shareholders’ Agreement Shareholders’ agreement dated February 5, 2016 entered into amongst Lake District,

Kedaara AIF-1, Master Fund, ESCL, AuSFB and our Company read with the amendment

agreement dated May 31, 2016 and the second amendment agreement dated June 8, 2018

Special Purpose Financial

Statements

Together, the Special Purpose Interim Standalone Financial Statements and Special Purpose

Standalone Financial Statements

Special Purpose Interim

Standalone Financial

Statements

Special purpose standalone financial statements of our Company, which comprises the

balance sheets as at June 30, 2018, the statements of profit and loss, the statements of cash

flows and the statements of changes in equity for the three months ended June 30, 2018, and

a summary of the significant accounting policies and other explanatory information which

have been prepared in accordance with the recognition and measurement principles of Ind

AS prescribed under section 133 of the Companies Act, 2013 read with rule 3 of the

Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Accounting

Standards) Amendment Rules, 2016. These financial statements can change if (a) there are

any new Ind AS standards issued through March 31, 2019, (b) there are any amendments or

modifications made to existing Ind AS standards or interpretations thereof through March

31, 2019 effecting the Ind AS balances in these financial statements and (c) if the Company

makes any changes in the elections and/or exemptions selected on adoption of Ind AS at its

transition date of April 1, 2017.

Special Purpose Standalone


Special purpose standalone financial statements of our Company, which comprises the

balance sheets as at March 31, 2018, the opening balance sheet as at April 1, 2017 (transition

date balance sheet), the statements of profit and loss, the statements of cash flows and the

statements of changes in equity for the year ended March 31, 2018, and a summary of the

significant accounting policies and other explanatory information which have been prepared

in accordance with the recognition and measurement principles of Ind AS prescribed under

section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian

Accounting Standards) Rules, 2015 and the Companies (Accounting Standards) Amendment

Rules, 2016. These financial statements can change if (a) there are any new Ind AS

standards issued through March 31, 2019, (b) there are any amendments/modifications made

to existing Ind AS standards or interpretations thereof through March 31, 2019 effecting the

Ind AS balances in these financial statements and (c) if the Company makes any changes in

the elections and/or exemptions selected on adoption of Ind AS at its transition date of April

1, 2017.

Stakeholders Relationship

Committee

The stakeholders relationship committee of our Board as described in “Our Management –

Corporate Governance – Board-level committees – Stakeholders Relationship Committee”

3

Term Description

on page 192

Statutory Auditors The statutory auditor of our Company, being S. R. Batliboi & Associates LLP, Chartered

Accountants

Subsidiary The subsidiary of our Company as disclosed in “History and Certain Corporate Matters -

Subsidiary of our Company” on page 179

Offer Related Terms

Term Description

Acknowledgment Slip The slip or document issued by the Designated Intermediary(ies) to a Bidder as proof of

registration of the Bid cum Application Form

Allotment Advice The note or advice or intimation of Allotment, sent to each successful Bidder who has been

or is to be Allotted the Equity Shares after approval of the Basis of Allotment by the

Designated Stock Exchange

Allotted/Allotment/Allot Allotment of the Equity Shares pursuant to the Fresh Issue and transfer of the Equity Shares

offered by the Selling Shareholders pursuant to the Offer for Sale to the successful Bidders

Allottee A successful Bidder to whom the Equity Shares are Allotted

Anchor Escrow Account Account opened with Anchor Escrow Bank for the Offer and in whose favour the Anchor

Investors will transfer money through direct credit or NEFT or RTGS in respect of the Bid

Amount when submitting a Bid

Anchor Investor A QIB, who applies under the Anchor Investor Portion in accordance with the

requirements specified in the SEBI ICDR Regulations

Anchor Investor Allocation

Price

The price at which allocation was done to the Anchor Investors in terms of the Red

Herring Prospectus and this Prospectus, in this case, being ₹ 821 per Equity Share . The

Anchor Investor Allocation Price was determined by our Company and the Selling

Shareholders, in consultation with the GCBRLMs and BRLM

Anchor Investor Bidding Date Monday, September 24, 2018 i.e. the date on which Bids by Anchor Investors were

submitted and allocation to the Anchor Investors was completed

Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of

the Red Herring Prospectus and this Prospectus. The Anchor Investor Offer Price has been

decided by our Company and the Selling Shareholders, in consultation with the

GCBRLMs and BRLM, in this case, being ₹ 821 per Equity Share.

Anchor Investor Pay-in Date In case of the Anchor Investor Offer Price being higher than the Anchor Investor

Allocation Price, the date as mentioned in the CAN but not later than two Working Days

after the Bid/ Offer Closing Date

Anchor Investor Portion 60% of the QIB Category consisting of 6,336,439 Equity Shares, which was allocated by

our Company and the Selling Shareholders in consultation with the GCBRLMs and the

BRLM, to Anchor Investors, on a discretionary basis, in accordance with SEBI ICDR

Regulations. One-third of the Anchor Investor Portion was reserved for domestic Mutual

Funds, subject to valid Bids being received from domestic Mutual Funds at or above the

Anchor Investor Allocation price

Application Supported by

Blocked Amount/ ASBA

The application (whether physical or electronic) by a Bidder (other than Anchor Investors)

to make a Bid authorising the relevant SCSB to block the Bid Amount in the relevant

ASBA Account

ASBA Account A bank account maintained with an SCSB and specified in the Bid cum Application Form

which has been blocked by such SCSB to the extent of the appropriate Bid Amount in

relation to a Bid by a Bidder (other than a Bid by an Anchor Investor)

ASBA Form An application form, whether physical or electronic, used by Bidders bidding through the

ASBA process, which was considered as the application for Allotment in terms of the Red

Herring Prospectus and this Prospectus

Axis Bank Axis Bank Limited

Banker(s) to the Offer

/Anchor Escrow Bank(s)

The bank which is a clearing member and is registered with the SEBI as an escrow bank,

with whom the Anchor Escrow Account in relation to the Offer for Bids by Anchor

Investors has been opened, in this case being Axis Bank, the Escrow Collection Bank(s),

the Public Offer Account Bank(s) and the Refund Bank(s)

Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the Offer,

described in “Offer Procedure” on page 475

Bid An indication to make an offer during the Bid/Offer Period by a Bidder (other than an

Anchor Investor), or on the Anchor Investor Bidding Date by an Anchor Investor, pursuant

to submission of a Bid cum Application Form, to subscribe for or purchase our Equity

Shares at a price within the Price Band, including all revisions and modifications thereto, to

the extent permissible under the SEBI ICDR Regulations, in terms of the Red Herring

Prospectus and the Bid cum Application Form

Bid Amount The highest value of the optional Bids as indicated in the Bid cum Application Form and

payable by the Bidder or as blocked in the ASBA Account of the Bidder, as the case may

be, upon submission of the Bid in the Offer

4

Term Description

Bid cum Application Form The form in terms of which the Bidder had made a Bid and which was considered as the

application for the Allotment pursuant to the terms of the Red Herring Prospectus and this

Prospectus, including ASBA Form

Bid Lot 18 Equity Shares

Bid/Offer Closing Date Except in relation to Anchor Investors, Thursday, September 27, 2018

Bid/Offer Opening Date Except in relation to Anchor Investors, Tuesday, September 25, 2018

Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date and

the Bid/Offer Closing Date, inclusive of both days during which prospective Bidders

(excluding Anchor Investors) submitted their Bids, including any revisions thereof in

accordance with the SEBI ICDR Regulations and the terms of the Red Herring Prospectus,

in this case being Tuesday, September 25, 2018 to Thursday, September 27, 2018

Bidder Any investor who made a Bid pursuant to the terms of the Red Herring Prospectus and the

Bid cum Application Form and unless otherwise stated or implied, includes an Anchor

Investor

Bidding Centres Centres at which the Designated Intermediaries accepted the Bid cum Application Forms,

being the Designated SCSB Branch for SCSBs, Specified Locations for the Syndicate,

Broker Centres for Registered Brokers, Designated RTA Locations for CRTAs and

Designated CDP Locations for CDPs

Book Building Process The book building process as described in Schedule XI of the SEBI ICDR Regulations, in

terms of which the Offer is being made

Book Running Lead Manager/

BRLM

HDFC

Broker Centres Broker centres of the Registered Brokers, where Bidders (other than Anchor Investors)

submitted the Bid cum Application Forms. The details of such Broker Centres, along with

the names and contact details of the Registered Brokers are available on the respective

websites of the Stock Exchanges

CAN / Confirmation of

Allocation Note

Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have

been allocated the Equity Shares, after the Anchor Investor Bidding Date

Cap Price ₹ 821 per Equity Share

Cash Escrow Agreement Agreement dated September 11, 2018 entered into among our Company, the Selling

Shareholders, the Registrar to the Offer, the GCBRLMs, the BRLM, the Anchor Escrow

Bank and Refund Bank for collection of the Bid Amounts and where applicable, remitting

refunds, if any, to the Anchor Investors, on the terms and conditions thereof

Citi Citigroup Global Markets India Private Limited

Client ID Client identification number of the Bidder’s beneficiary account

Collecting Depository

Participants/CDPs

A depository participant, as defined under the Depositories Act, 1996 and registered under

Section 12 (1A) of the SEBI Act and who is eligible to procure Bids at the Designated CDP

Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,

2015 issued by SEBI

Collecting Registrar and Share

Transfer Agents or CRTAs

Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the

Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated

November 10, 2015 issued by SEBI

Cut-off Price The Offer Price, finalised by our Company and the Selling Shareholders, in consultation

with the GCBRLMs and BRLM, in this case being ₹ 821 per Equity Share. Only Retail

Individual Investors were entitled to Bid at the Cut-off Price. QIBs (including Anchor

Investors) and Non-Institutional Investors were not entitled to Bid at the Cut-off Price

Demographic Details The details of the Bidders including the Bidders’ address, names of the Bidders’

father/husband, investor status, occupation and bank account details

Designated Branches Such branches of the SCSBs which collected the Bid cum Application Form used by Bidders

(other than Anchor Investors), a list of which is available at the website of the SEBI

(http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries) and updated

from time to time

Designated CDP Locations Such centres of the Collecting Depository Participants where Bidders (except Anchor

Investors) submitted the Bid cum Application Forms. The details of such Designated CDP

Locations, along with the names and contact details of the CDPs are available on the

respective websites of the Stock Exchanges and updated from time to time

Designated Date The date on which the funds from the Escrow Accounts are transferred to the Public Offer

Account or the Refund Account(s), as appropriate, and the relevant amounts blocked by

the SCSBs are transferred from the ASBA Accounts, to the Public Offer Account and/or

are unblocked, as applicable, in terms of the Red Herring Prospectus, after this Prospectus

is filed with the RoC

Designated Intermediaries Collectively, the members of the Syndicate, sub-syndicate/agents, SCSBs, Registered

Brokers, CDPs and CRTAs, who were authorised to collect Bid cum Application Forms

from the Bidders (other than Anchor Investors), in relation to the Offer

Designated RTA Locations Such centres of the CRTAs where Bidders (except Anchor Investors) submitted the Bid cum

5

Term Description

Application Forms. The details of such Designated RTA Locations, along with the names

and contact details of the CRTAs are available on the respective websites of the Stock

Exchanges (www.nseindia.com and www.bseindia.com) and updated from time to time

Designated Stock Exchange NSE

Draft Red Herring

Prospectus/DRHP

The draft red herring prospectus dated June 20, 2018 issued in accordance with the SEBI

ICDR Regulations, which does not contain complete particulars of the price at which our

Equity Shares will be Allotted and the size of the Offer, including any addenda or corrigenda

thereto

Edelweiss Edelweiss Financial Services Limited

Eligible NRI A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to

make an offer or invitation under the Offer and in relation to whom the Red Herring

Prospectus constituted an invitation to subscribe for the Equity Shares

Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour Anchor Investors

transferred money through direct credit or NACH or NEFT or RTGS in respect of the Bid

Amount when submitting a Bid

Escrow Collection Bank A bank, which is a clearing member and registered with SEBI as a banker to an offer and

with whom the Escrow Account have been opened, in this case being Axis Bank.

First/Sole Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision

Form and in case of joint Bidders, whose name appears as the first holder of the

beneficiary account held in joint names

Floor Price The lower end of the Price Band, and any revisions thereof, at or above which the Offer

Price and the Anchor Investor Offer Price will be finalised and below which no Bids will be

accepted and which shall not be less than the face value of the Equity Shares, in this case,

being ₹ 818 per Equity Share.

Fresh Issue Fresh issue of 4,478,458 Equity Shares aggregating to ₹ 3,676.81 million* to be issued by

our Company as part of the Offer, in terms of the Red Herring Prospectus and this

Prospectus

*Subject to finalisation of the Basis of Allotment. Please note that as per the Red Herring

Prospectus, up to 21,121,466 Equity Shares were made available for Bidding

Global Co-ordinators and

Book Running Lead Managers

or GCBRLMs

Collectively, I-Sec, Citi, Edelweiss and Spark Capital

General Information

Document

The General Information Document for investing in public issues prepared and issued in

accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by

SEBI and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated

November 10, 2015 and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and

(SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 notified by SEBI and

included in “Offer Procedure” on page 475

Gross Proceeds The proceeds from the Offer less the amount to be raised pursuant to the Offer for Sale by

the Selling Shareholders

HDFC HDFC Bank Limited

IPO Initial public offering

I-Sec ICICI Securities Limited

Maximum RII Allottees The maximum number of RIIs who can be allotted the minimum Bid Lot. This is

computed by dividing the total number of Equity Shares available for Allotment to RIIs

by the minimum Bid Lot

Minimum Promoters’

Contribution

Aggregate of 20% of fully diluted post-Offer Equity Share capital of our Company held

by our Promoters, provided towards minimum promoters’ contribution and locked-in for a

period of three years from the date of Allotment, pursuant to Regulation 36(a) of SEBI

ICDR Regulations

Monitoring Agency Axis Bank

Mutual Fund Portion 5% of the QIB Category (excluding the Anchor Investor Portion) or 211,215 Equity Shares

which was available for allocation to Mutual Funds only, on a proportionate basis, subject to

valid Bids being received at or above the Offer Price

Net Proceeds Proceeds of the Offer that will be available to our Company, i.e., Gross Proceeds less Offer

related expenses to the extent applicable to the Fresh Issue

Non-Institutional Category The portion of the Offer, being not less than 15% of the Offer or 3,168,220 Equity Shares,

which was available for allocation on a proportionate basis to Non-Institutional Investors

subject to valid Bids being received at or above the Offer Price

Non-Institutional

Investors/NIIs

All Bidders, including Category III FPIs that are not QIBs (including Anchor Investors) or

Retail Individual Investors , who have Bid for Equity Shares for an amount of more than ₹

200,000 (but not including NRIs other than Eligible NRIs)

Offer Public issue of up to 20,727,817 Equity Shares* of face value ₹ 10 each for cash at a price of

₹ 821 including a share premium of ₹ 811 per Equity Share, aggregating up to ₹

6

Term Description

17,017.54 million comprising the Fresh Issue and the Offer for Sale


Prospectus, up to 21,121,466 Equity Shares were made available for Bidding.

Offer Agreement The agreement dated June 20, 2018 entered into among our Company, the Selling

Shareholders and the GCBRLMs and BRLM, pursuant to which certain arrangements are

agreed to in relation to the Offer

Offer for Sale Offer of up to 16,249,359 Equity Shares* aggregating up to ₹ 13,340.72 million to be

offered for sale/ transfer by the Selling Shareholders pursuant to the Offer in terms of the

Red Herring Prospectus and this Prospectus.


Prospectus, up to 21,121,466 Equity Shares were made available for Bidding.

Offer Price The final price at which Equity Shares will be Allotted to the successful Bidders being ₹ 821

per Equity Share, as determined in accordance with the Book Building Process and

determined by our Company and the Selling Shareholders, in consultation with the

GCBRLMs and BRLM in terms of the Red Herring Prospectus on the Pricing Date.

Price Band Price band of the Floor Price of ₹ 818 and a Cap Price of ₹ 821, including any revisions

thereof. The Price Band and the minimum Bid Lot size for the Offer were decided by our

Company and the Selling Shareholders, in consultation with the GCBRLMs and BRLM,

and advertised in all editions of Financial Express (a widely circulated English national daily

newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and

all editions of Pratahkal (a widely circulated Hindi daily newspaper in Jaipur, Hindi also

being the regional language of Jaipur, where our Registered and Corporate Office is located)

at least five Working Days prior to the Bid/Offer Opening Date, with the relevant financial

ratios calculated at the Floor Price and at the Cap Price and were made available to the Stock

Exchanges for the purpose of uploading on their websites.

Pricing Date The date on which our Company and the Selling Shareholders in consultation with the

GCBRLMs and BRLM shall finalized the Offer Price

Prospectus This Prospectus dated October 1, 2018 to be filed with the RoC for this Offer on or after the

Pricing Date in accordance with the provisions of Sections 26 and 32 of the Companies Act

2013 and the SEBI ICDR Regulations, containing the Offer Price, the size of the Offer and

certain other information, including any addenda or corrigenda thereto

Public Offer Account The account opened with the Banker(s) to the Offer under Section 40(3) of the Companies

Act 2013 to receive monies from the Anchor Escrow Account(s) and the ASBA Accounts on

the Designated Date

Public Offer Account Bank The bank with which the Public Offer Account has been opened, in this case being Axis

Bank

QIB Category The portion of the Offer, being not more than 50% of the Offer or 10,560,732 Equity Shares

which was available for allocation to QIBs on a proportionate basis, including the Anchor

Investor Portion (in which allocation was on a discretionary basis, as determined by our

Company and the Selling Shareholders, in consultation with the GCBRLMs and BRLM),

subject to valid Bids being received at or above the Offer Price

Qualified Institutional Buyers

or QIBs

A qualified institutional buyer as defined under Regulation 2(1)(zd) of the SEBI ICDR

Regulations

Red Herring Prospectus or

RHP

The red herring prospectus dated September 12, 2018 issued in accordance with Section 32

of the Companies Act 2013 and the SEBI ICDR Regulations, which did not have complete

particulars of the price at which the Equity Shares shall be Allotted and which was filed with

the RoC, as supplemented by the Price Band advertisement including the “Corrigendum to

the Red Herring Prospectus” dated September 14, 2018 and published on September 17,

2018 in all editions of Financial Express, Jansatta and Pratahkal.

Refund Account Account opened with the Refund Bank from which refunds, if any, of the whole or part of

the Bid Amount shall be made to Anchor Investors

Refund Bank The Bankers to the Offer with whom the Refund Account(s) has been opened, in this case

being Axis Bank

Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals, other than

the members of the Syndicate and eligible to procure Bids in terms of circular number

CIR/CFD/14/2012 dated October 14, 2012, issued by SEBI

Registrar Agreement The agreement dated June 20, 2018 entered into among our Company, the Selling

Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations

of the Registrar to the Offer pertaining to the Offer

Registrar and Share Transfer

Agents or RTAs

Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the

Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated

November 10, 2015 issued by SEBI

7

Term Description

Registrar to the Offer Link Intime India Private Limited

Retail Category The portion of the Offer, being not less than 35% of the Offer or 7,392,514 Equity Shares,

which was available for allocation to Retail Individual Investors and which was not less than

the minimum Bid lot, subject to availability in the Retail Category

Retail Individual Investors/

RIIs

Bidders (including HUFs and Eligible NRIs) whose Bid Amount for Equity Shares in the

Offer is not more than ₹ 200,000 in any of the bidding options in the Offer (including HUFs

applying through their karta and Eligible NRIs and does not include NRIs other than Eligible

NRIs)

Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in

any of their Bid cum Application Forms or any previous Revision Form(s), as applicable.

QIBs bidding in the QIB category and Non-Institutional Investors bidding in the Non-

Institutional category were not permitted to withdraw their Bid(s) or lower the size of their

Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retain

Individual Bidders could revise their Bids during the Bid/Offer Period and withdraw their

Bids until the Bid/Offer Closing Date

Self-Certified Syndicate Banks

or SCSBs

The banks registered with the SEBI which offer the facility of ASBA and the list of which is

available on the website of the SEBI (http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/

Recognised -Intermediaries) and updated from time to time and at such other websites as

may be prescribed by SEBI from time to time

Share Escrow Agent The escrow agent appointed pursuant to the Share Escrow and Transit Agreement, namely

Link Intime India Private Limited.

Share Escrow and Transit

Agreement

Agreement dated September 11, 2018 entered into among the Selling Shareholders, our

Company and the Share Escrow Agent in connection with the transfer of the respective

portion of Equity Shares being offered by each Selling Shareholder in the Offer for Sale

portion of the Offer and credit of such Equity Shares to the demat account of the Allottees

Spark Capital Spark Capital Advisors (India) Private Limited

Specified Locations Bidding centres where the Syndicate accepted Bid cum Application Forms, a list of which

was included in the Bid cum Application Form

Stock Exchanges Together, BSE and NSE

Syndicate Agreement Agreement dated September 11, 2018 entered into amongst the members of the Syndicate,

our Company, the Selling Shareholders and the Registrar to the Offer in relation to the

collection of Bid cum Application Forms by the Syndicate (other than Bids directly

submitted to the SCSBs under the ASBA process and Bids submitted to the Registered

Brokers at the Broker Centres)

Syndicate Members Intermediaries registered with the SEBI and permitted to carry out activities as an

underwriter, in this case being Edelweiss Securities Limited and HDFC Securities Limited.

Syndicate or members of the

Syndicate

Collectively, the GCBRLMs, BRLM and the Syndicate Members

Underwriters Members of the Syndicate who are also the signatories to the Underwriting Agreement

Underwriting Agreement The agreement dated October 1, 2018 entered into among our Company, the Selling

Shareholders and the Underwriters

Wilful Defaulter(s) Wilful Defaulter as defined under Regulation 2(zn) of the SEBI ICDR Regulations

Working Day(s) Any day, other than the second and fourth Saturdays of each calendar month, Sundays and

public holidays, on which commercial banks in Mumbai, India are open for business,

provided however, with reference to (a) announcement of Price Band; and (b) Bid/Offer

Period, “Working Day” shall mean any day, excluding all Saturdays, Sundays and public

holidays, on which commercial banks in Mumbai are open for business; and with

reference to the time period between the Bid/Offer Closing Date and the listing of the

Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading days of the

Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular

SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

Conventional and General Terms and Abbreviations

Term Description

AGM Annual General Meeting

AIF(s) Alternative Investment Fund(s)

ALM Asset Liability Management

ALM Guidelines Guidelines for Asset-Liability Management System for HFCs

Anti Money Laundering

Guideline

NHB circular dated April 10, 2006 (NHB(ND)/DRS/POL No. 13/2006) read with NHB

circular dated October 11, 2010 ((ND)/DRS/POL-No. 33/2010-11)

AS 18 Accounting Standard 18 issued by the Institute of Chartered Accountants of India

AUA Authentication User Agency

Banking Regulation Act Banking Regulation Act, 1949

Bn/bn Billion

8

Term Description

BSE BSE Limited

CAGR Compounded Annual Growth Rate

CARE Credit Analysis and Research Limited

Category I FPIs FPIs registered as category I FPIs under the SEBI FPI Regulations

Category II FPIs FPIs registered as category II FPIs under the SEBI FPI Regulations

Category III FPIs FPIs registered as category III FPIs under the SEBI FPI Regulations, which shall include all

other FPIs not eligible under category I and II foreign portfolio investors, such as

endowments, charitable societies, charitable trusts, foundations, corporate bodies, trusts,

individuals and family offices

CDSL Central Depository Services (India) Limited

CERSAI Central Registry of Securitisation, Assets Reconstruction and Security Interest of India

CIBIL Credit Information Bureau (India) Limited

CIN Corporate Identity Number

Companies Act Companies Act 1956 and the Companies Act, 2013, read with the rules, regulations,

clarifications and modifications thereunder

Companies Act 1956 Companies Act 1956, to the extent in force pursuant to the notification of the Notified

Sections, read with the rules, regulations, clarifications and modifications thereunder

Companies Act 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the notified

sections, read with the rules, regulations, clarifications and modifications thereunder

Consolidated FDI Policy The extant consolidated FDI Policy, issued by the DIPP, and any modifications thereto or

substitutions thereof, issued from time to time (currently, the Consolidated FDI Policy

effective from August 28, 2017)

Copyright Act Copyright Act, 1957

CRE Commercial real estates

CRE-RH Commercial Real Estates Residential Housing

CSR Corporate Social Responsibility

CSR Policy Corporate social responsibility policy as specified in Schedule VII of Companies Act, 2013

Depositories Act Depositories Act, 1996

Depository A depository registered with the SEBI under the Securities and Exchange Board of India

(Depositories and Participants) Regulations, 1996

DIN Director Identification Number

DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,

Government of India

DP ID Depository Participant’s identity number

DRT Debt Recovery Tribunal

DRT Act Recovery of Debt due to Banks and Financial Institutions Act, 1993

EGM Extraordinary general meeting

EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952

EPS Earnings per share

ESIRDA Enforcement of Security Interest and Recovery of Debts Laws and Miscellaneous

Provisions (Amendment) Act, 2016

ESI Act Employees’ State Insurance Act, 1948

Fair Practices Code Guidelines on Fair Practices Code for HFCs

FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the

FEMA

FDI Foreign direct investment

FIR(s) First Information Report

FSI Floor space index

FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder

FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident

Outside India) Regulations, 2017

Financial year/Fiscal/FY The period of 12 months commencing on April 1 of the immediately preceding calendar

year and ending on March 31 of that particular calendar year

FPI(s) Foreign portfolio investors who has been registered pursuant to the SEBI FPI

Regulations

FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board

of India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI

GAAP Generally Accepted Accounting Principles

GAAR General Anti-Avoidance Rules

GBP Great British Pound, the official currency of the United Kingdom

GDP Gross Domestic Product

Growth of Profit After Tax Growth of Profit After Tax represents the ratio of, difference between profit after tax of

current year and previous year to profit after tax of previous year given in percentage.

GST Goods and services tax

9

Term Description

GVA Gross Value added

HFC Housing Finance Company

HFC NCD Directions Housing Finance Companies issuance of Non-Convertible Debentures on Private Placement

basis (NHB) Directions, 2014

HUF(s) Hindu Undivided Family(ies)

ICAI Institute of Chartered Accountants of India

IFC International Finance Corporation

IFRS International Financial Reporting Standards

IFSC Indian Financial System Code

IMF International Monetary Fund

Income Tax Act Income Tax Act, 1961

Ind AS Indian Accounting Standards referred to in the Companies Act 2013 and Companies (Indian

Accounting Standard) Rules, 2015, as amended

Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015

Indian GAAP Generally Accepted Accounting Principles in India

INR or Rupee or ₹ or Rs. Indian Rupee, the official currency of the Republic of India

IRDAI Insurance Regulatory and Development Authority of India

IT Information Technology

IT Act Information Technology Act, 2000

KUA e - Know your customer user agency

KYC Guidelines The KYC guidelines issued by the NHB on October 11, 2010 as revised on February 6,

2014 and April 23, 2015

MAT Minimum alternate tax

MCA The Ministry of Corporate Affairs, Government of India

MICR Magnetic Ink Character Recognition

Mn Million

Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India

(Mutual Funds) Regulations, 1996

Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA and are

currently in effect

NACH National Automated Clearing House

NAV Net Asset Value

NBFC Non-banking financial companies

NCDs Non-convertible debentures

NHB National Housing Bank

NHB Act National Housing Bank Act, 1987

NHB Directions Housing Finance Companies (National Housing Bank) Directions, 2010

NIA Negotiable Instruments Act, 1881

NPA Non-performing assets

NR/ Non-resident A person resident outside India, as defined under the FEMA and includes an NRI

NRE accounts Non-Resident External accounts

NRI Non-Resident Indian

NRO accounts Non-Resident Ordinary accounts

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

P/B Ratio Price/ Book Value Ratio

P/E Ratio Price/Earnings Ratio

PAN Permanent account number

PAT Profit after tax

PAT Margin PAT divided by total revenue

PMLA Prevention of Money Laundering Act, 2002

PTC Pass through certificate

RBI Reserve Bank of India

Recovery Agents Guidelines Guidelines for Recovery Agents Engaged by HFCs

Refinance Scheme Refinance Scheme for Housing Finance Companies, 2013

Regulation S Regulation S under the U.S. Securities Act

SARFAESI Act Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest

Act, 2002

SCRA Securities Contract (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012

10

Term Description

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,

2000

SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009

SEBI Insider Trading

Regulations

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015

SEBI Listing Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

STT Securities Transaction Tax

Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011

Trademarks Act Trademarks Act, 1999

U.S. GAAP Generally Accepted Accounting Principles in the United State of America

U.S. Securities Act United States Securities Act of 1933

U.S./ US/ USA/ United States United States of America, its territories and possessions, any state of the United States of

America and the District of Columbia

UIDAI Unique Identification Authority of India

US$/ USD/ US Dollar United States Dollar, the official currency of the United States of America

VAT Value Added Tax

VCFs Venture capital funds as defined in and registered with the SEBI under the Securities and

Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF

Regulations, as the case may be

Industry Related Terms

Term Description

Average cost of

Borrowings

Average Cost of Borrowings represents weighted average interest cost of borrowings, weights

being borrowings of each loan outstanding as of the last day of the relevant year or period.

Borrowings include term loans, NCDs, commercial paper and subordinate debt

Average Total Assets Average Total Assets represent the simple average of total assets outstanding as of the last day of

the relevant year and total assets outstanding as of the last day of the previous year or period

Average Yield on Gross

Loan Assets

Average Yield on Gross Loan Assets represents weighted average yield on Gross Loan Assets,

weights being principal of each loan outstanding as of the last day of the relevant year or period

CRAR Capital to risk-weighted assets ratio

Debt to Net Worth Debt to Net Worth represents the aggregate of long term borrowings, short term borrowings and

current maturities of long term debts as at the last day of the relevant year or period divided by

Net Worth excluding revaluation reserve as at the end of the relevant year or period

Gross Advances Gross Advances represents the sum of current and non-current receivables under financing

activities as of the last day of the relevant year or period

Gross Loan Assets Gross Loan Assets represents aggregate of future principal outstanding and overdue principal

outstanding, if any, for all loan assets under management which includes loan assets held by

Company as of the last day of the relevant year as well as loan assets which have been

transferred by our Company by way of securitization or assignment and are outstanding as of the

last day of the relevant year or period

Gross NPA Gross NPA represents closing balance of Gross NPA as of the last day of the relevant year or

period

ICRA Report Report titled ‘ICRA Affordable Housing Finance Industry Report’ dated June 7, 2018 by ICRA

Limited

Net Asset Value Net Asset Value represents the Net Worth excluding revaluation reserve as at the end of the

relevant year or period divided by the Number of equity shares outstanding as at the end of the

relevant year or period

Net Interest Income or

NII

Net Interest Income, or “NII” represents total interest income on loan portfolio and

securitization, profit on redemption of liquid mutual funds, dividend income from mutual funds

and other interest income less total interest expenses (including resource mobilization expenses,

bank charges and commission)

Net Interest Margin or

NIM

Net Interest Margin or “NIM” for any given year represents the ratio of NII to the average of

total assets, expressed as a percentage where, “NII” represents total interest income on loan

portfolio and securitization, Profit on redemption of liquid mutual fund, Dividend income from

mutual funds and Other interest income less total interest expenses (including resource

mobilization expenses, bank charges and commission)

Net NPA Net NPA represents closing balance of Net NPA as of the last day of the relevant year or period

11

Term Description

Net worth Net worth is the aggregate of the paid-up share capital, reserves and surplus (excluding

revaluation reserve) and money received against share warrants as reduced by the aggregate of

miscellaneous expenditure (to the extent not adjusted or written off) and the debit balance of the

profit and loss account

Operating Expense Operating Expense represents employee benefit expenses, depreciation and amortization expense

and other expenses for the relevant year or period

Return on Net Worth Return on Net Worth represents the Net profit after tax for the relevant year or period divided by

Net Worth excluding revaluation reserve at the end of the relevant year or period. Return on Net

Worth is a non-GAAP financial measure

Total assets to Net Worth Total assets to Net Worth represents Total Assets as at the last day of the relevant year or period

divided by Net Worth excluding revaluation reserve at the end of the relevant year or period

Total Borrowings The aggregate of long term borrowings, short term borrowings and current maturities of long

term debts of our Company as at a particular date indicated in this Prospectus

Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Tax

Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “Financial Information”,

“Outstanding Litigation and Other Material Developments” and “Part B” of “Offer Procedure”, will have

the meaning ascribed to such terms in these respective sections.

12

CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND

CURRENCY OF PRESENTATION

Certain Conventions

All references in this Prospectus to “India” are to the Republic of India, all references to the “U.S.”, the “USA”

or the “United States” are to the United States of America, together with its territories and possessions.

Financial Data

Unless indicated or the context requires otherwise, the financial information in this Prospectus is derived from

the Restated Standalone Financial Statements and the Restated Consolidated Financial Statements, prepared in

accordance with the Companies Act, Indian GAAP and restated in accordance with the SEBI ICDR Regulations

and included elsewhere in this Prospectus. For further details, see “Summary Financial Information”,

“Financial Statements”, and “Summary of Certain Differences between Indian GAAP and Ind AS” on pages

63, 218 and 393, respectively.

Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on

March 31 of that particular calendar year, so all references to a particular financial year or fiscal are to the 12

months period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of

that particular calendar year.

Unless indicated otherwise, all references to a year in this Prospectus are to a calendar year.

On February 16, 2015, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards)

Rules, 2015 (the “Ind AS Rules”) for the purpose of enacting changes to Indian GAAP that are intended to

align Indian GAAP further with IFRS. The Ind AS Rules provide that the financial statements of the companies

to which they apply shall be prepared in accordance with the Indian Accounting Standard (“Ind AS”), although

any company may voluntarily implement Ind AS for the accounting period beginning from April 1, 2015.

NBFCs having a net worth of more than ₹ 5,000.00 million are required to mandatorily adopt Ind AS for the

accounting period beginning from April 1, 2018 with comparatives for the period ending on March 31, 2018. As

a result, up on the listing of our Equity Shares, we will be required to disclose our financial results in accordance

with IND AS to comply with the SEBI Listing Regulations.

With effect from April 1, 2018, we are required to prepare our financial statements under Ind AS prescribed

under section 133 of the Companies Act, 2013 read with the Ind AS Rules. Given that Ind AS is different in

many respects from Indian GAAP, our financial statements for the period commencing from April 1, 2018 may

not be comparable to our Indian GAAP financial statements.

We will prepare and issue our first complete Ind AS financial statements as at and for the year ending March 31,

2019. Until the first complete Ind AS financial statements are issued, the Special Purpose Interim Standalone

Financial Statements are preliminary and can change if (a) there are any new Ind AS standards issued through

March 31, 2019, (b) there are any amendments or modifications made to existing Ind AS standards or

interpretations thereof through March 31, 2019 effecting the Ind AS balances in these financial statements and

(c) if we make any changes in the elections or exemptions selected on adoption of Ind AS at its transition date of

April 1, 2017. Only a complete set of financial statements together with comparative financial information can

provide a fair presentation of a company’s state of affairs (financial position), profit (financial performance

including other comprehensive income), cash flows and the changes in equity.

While preparing the Special Purpose Interim Standalone Financial Statements for the three months ended June

30, 2018, the relevant comparative financial information under Ind AS for the three months ended June 30, 2017

has not been presented. Similarly, while preparing the Special Purpose Standalone Financial Statements for the

year ended March 31, 2018, the relevant comparative financial information under Ind AS for the year ended

March 31, 2017 has not been presented. The Special Purpose Financial Statements have been prepared in

accordance with the recognition and measurement principles as prescribed under section 133 of the Companies

Act, 2013 read with the Ind AS Rules. All the disclosures as required under Ind AS have not been furnished in

these Special Purpose Financial Statements.

In addition, we have presented our Special Purpose Financial Statements on a standalone basis and have not

prepared and included special purpose consolidated financial statements prepared using recognition and

13

measurement principles of IND AS. Our Company has only one subsidiary, Aavas Finserv Limited, with effect

from November 30, 2017. For further details, see “Risk Factors – External Risk Factors - We have included

our Special Purpose Financial Statements in this Prospectus, which are subject to change and investors

should read the related disclosure in this context” on page 36.

There are significant differences between Indian GAAP, Ind AS, International Financial Reporting Standards

(“IFRS”) and the Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”).

Accordingly, the degree to which the financial statements included in this Prospectus will provide meaningful

information is entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any

reliance by persons not familiar with Indian accounting practices, the Indian GAAP, Ind AS, the Companies Act

and the SEBI ICDR Regulations on the financial disclosures presented in this Prospectus should accordingly be

limited.

Industry and Market Data

Unless stated otherwise, industry and market data used throughout this Prospectus has been derived from

publicly available sources, government publications such as the NHB Report, and certain industry sources such

as the ICRA Report. Industry publications generally state that the information contained in such publications has

been obtained from sources generally believed to be reliable, but their accuracy, adequacy or completeness and

underlying assumptions are not guaranteed and their reliability cannot be assured. Accordingly, no investment

decisions should be made based on such information. Although we believe that the industry and market data

used in this Prospectus is reliable, it has not been independently verified by us, the Selling Shareholders, the

GCBRLMs, the BRLM, or any of our or their respective affiliates or advisors, and none of these parties makes

any representation as to the accuracy of this information. The data used in these sources may have been

reclassified by us for the purposes of presentation. Data from these sources may also not be comparable. The

extent to which the industry and market data presented in this Prospectus is meaningful depends upon the

reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no

standard data gathering methodologies in the industry in which we conduct our business and methodologies and

assumptions may vary widely among different market and industry sources. Industry information included in

this Prospectus has been derived from an industry report commissioned by us for such purpose. There can be no

assurance that such third-party statistical, financial and other industry information is either complete or accurate.

Accordingly, investment decision should not be based solely on such information.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various

factors, including those discussed in “Risk Factors” on page 17.

Additionally, we have commissioned a report titled “ICRA Affordable Housing Finance Industry Report” dated

June 7, 2018, prepared by ICRA Limited (“Report”), for the purpose of confirming our understanding of the

industry in connection with the Offer. In this regard, ICRA Limited, has issued the following disclaimer:

“All information mentioned herein and otherwise as contained in the Report has been obtained by us from

sources believed by us to be accurate and reliable. Although reasonable care has been taken to ensure that the

information herein is true, such information is provided ‘as is’ without any warranty of any kind, and in

particular, makes no representation or warranty, express or implied, as to the accuracy, timelines or

completeness of any such information. All information contained herein must be construed solely as statements

of opinion, and we shall be not be liable for any losses incurred by users from any use of the Report or its

contents.”

Currency and Units of Presentation

All references to “Rupees” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic of India.

All references to “US$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollars, the official

currency of the United States.

In this Prospectus, our Company has presented certain numerical information. All figures have been expressed

in millions. One million represents ‘10 lakhs’ or 1,000,000. Further, one billion represents ‘1,000 million’ or

‘1,000,000,000’. However, where any figures that may have been sourced from third-party industry sources are

expressed in denominations other than millions in their respective sources, such figures appear in this

Prospectus expressed in such denominations as provided in such respective sources.

14

Exchange Rates

This Prospectus contains conversions of U.S. Dollars and other currency amounts into Indian Rupees that have

been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions

should not be construed as a representation that such currency amounts could have been, or can be converted

into Indian Rupees, at any particular rate, or at all.

The exchange rates of the U.S. Dollar into Indian Rupees as on June 29, 2018, March 30, 2018, March 31, 2017,

March 31, 2016, March 31, 2015 and March 28, 2014 are provided below.

(₹ in million)

Currency Exchange

rate as on

June 29, 2018

Exchange

rate as on

March 30,

2018

Exchange rate

as on March

31, 2017

Exchange rate

as on March

31, 2016

Exchange rate

as on March

31, 2015

Exchange rate

as on March 28,

2014

1 USD 68.58^ 65.04* 64.84 66.33 62.59 60.10**

Source: RBI Reference Rate, unless otherwise specified

^ Exchange rate as on June 29, 2018, as RBI Reference Rate is not available for June 30, 2018 being a Saturday. * Exchange rate as on March 30, 2018, as RBI Reference Rate is not available for March 31, 2018 being a Saturday. ** Exchange rate as on March 28, 2014, as RBI Reference Rate is not available for March 31, 2014, March 30, 2014 and March 29, 2014 being a public holiday, a Sunday and a Saturday, respectively.

“Time” unless otherwise stated, all references to time in this Prospectus are to Indian Standard Time.

15

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward looking statements include

statements which can generally be identified by words or phrases such as “aim”, “anticipate”, “believe”,

“expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “project”, “propose”, “will continue”, “seek

to”, “will pursue” or other words or phrases of similar import. However, these are not the exclusive means of

identifying forward-looking statements. All statements regarding our expected financial condition and results of

operations and business strategies, plans and prospects are forward-looking statements.

These forward-looking statements are based on our current plans, estimates and expectations and actual results

may differ materially from those suggested by such forward-looking statements. All forward-looking statements

are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially

from those contemplated by the relevant forward-looking statement. This may be due to risks or uncertainties

associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the

industries in India in which we have our business and our ability to respond to them, our ability to successfully

implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general

economic and political conditions in India, which have an impact on our business activities or investments, the

monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign

exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and

globally, changes in domestic laws, regulations and taxes, changes in competition in our industry and incidence

of any natural calamities and/or acts of violence. Important factors that would cause actual results to differ

materially include, including, but not limited to:

1. Our business requires substantial capital and any disruption in our sources of capital could have an adverse effect on our business, results of operations, financial condition and cash flows.

2. The risk of non-payment or default by borrowers may adversely affect our business, results of operations, financial condition and cash flows.

3. We are affected by changes in interest rates for our lending and treasury operations, which could cause our net interest income to decline and adversely affect our business and results of operations.

4. Any downgrade in our credit ratings could increase our borrowing costs and affect our ability to obtain financing, adversely affect our business, results of operations, financial condition and cash flows.

5. We may face asset-liability mismatches, which could affect our liquidity and adversely affect our business and results of operations.

6. Our operations are concentrated in four states of western India, particularly Rajasthan and any adverse developments in this region could have an adverse effect on our business, results of operations,

financial condition and cash flows.

7. Our inability to recover the full value of collateral, or amounts outstanding under defaulted loans in a timely manner, or at all, could adversely affect our results of operations.

8. The Indian housing finance industry is highly competitive and our inability to compete effectively could adversely affect our business and results of operations.

9. Our inability to effectively manage our growth could have an adverse effect on our business, results of operations, financial condition and cash flow.

10. We are exposed to operational and credit risks which may result in NPAs, and we may be unable to control or reduce the level of NPAs in our portfolio.

For a further discussion of factors that could cause our actual results to differ, see “Risk Factors”, “Our

Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

on pages 17, 147 and 398, respectively. By their nature, certain market risk disclosures are only estimates and

could be materially different from what actually occurs in the future. As a result, actual future gains or losses

could be materially be different from those that have been estimated. Forward-looking statements reflect our

current views as of the date of this Prospectus and are not a guarantee of future performance. These statements

are based on our management’s beliefs and assumptions, which in turn are based on currently available

16

information. Although we believe that the assumptions on which such statements are based are reasonable, any

such assumptions as well as the statement based on them could prove to be inaccurate.

Neither our Company, nor the Selling Shareholders, nor the Syndicate, nor any of their respective affiliates have

any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof

or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In

accordance with SEBI requirements, our Company the GCBRLMs and the BRLM will ensure that investors in

India are informed of material developments until the receipt of final listing and trading approvals for the E