100
Private and Confidential- For Private Circulation only (This Disclosure Document/ Private Placement Offer Letter is neither a Prospectus nor a Statement in Lieu of Prospectus) Dated: October 27, 2014 Schedule – I Disclosures as per SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended (including Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 through notification dated October 12, 2012), SEBI Circular No. CIR/IMD/DF/17/2011 dated September 28, 2011 and Form no. PAS-4 pursuant to Section 42 of the Companies Act, 2013 and Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended. EDELWEISS FINANCIAL SERVICES LIMITED Edelweiss Financial Services Limited (‘the Company’)was originally incorporated as Edelweiss Capital Limited on November 21, 1995 as a Public Limited Company under the provisions of the Companies Act, 1956 with Corporate Identity Number (CIN): L99999MH1995PLC094641. The Company received its Certificate of Commencement of Business on January 16, 1996. With effect from August 1, 2011 the name of the Company changed to Edelweiss Financial Services Limited. Registered Office:- Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai – 400098, Maharashtra, India, Tel: +91 22 4009 4400; Fax: +91 22 4086 3610; E-mail: [email protected]; Website: www.edelweissfin.com ISSUE BY WAY OF PRIVATE PLACEMENT BY EDELWEISS FINANCIAL SERVICES LIMITED (THE “COMPANY” / “ISSUER”) OF 175 – SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF Rs. 10,00,000/- EACH (THE DEBENTURES/NCDs) AGGREGATING TO Rs. 17.50 CRORES (THE “ISSUE”) GENERAL RISKS Investment in debt and debt related securities involve a degree of risk and the investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached with such investments. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. The Securities and Exchange Board of India (“SEBI”) doesn’t take any responsibility for this Issue in any manner. GENERAL DISCLAIMER This Disclosure Document/ Private Placement Offer Letter is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by Edelweiss Financial Services Limited. This Disclosure Document is for the exclusive use of the intended recipient(s) to whom it is delivered and it should not be circulated or distributed to third parties. It cannot be acted upon by any person other than to whom it has been specifically addressed. Multiple copies hereof given to the same person / entity shall be deemed to be offered to the same person. CREDIT RATING CARE AA (Double A) (pronounced “CARE Double A”) by Credit Analysis & Research Limited (CARE) for Non- Convertible Debenture issue. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. LISTING The Debentures are proposed to be listed on BSE Limited (“BSE” or the “Stock Exchange”).

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Page 1: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Private and Confidential- For Private Circulation only

(This Disclosure Document/ Private Placement Offer Letter is neither a Prospectus nor a Statement in Lieu of

Prospectus)

Dated: October 27, 2014

Schedule – I Disclosures as per SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended

(including Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment)

Regulations, 2012 through notification dated October 12, 2012), SEBI Circular No. CIR/IMD/DF/17/2011 dated

September 28, 2011 and Form no. PAS-4 pursuant to Section 42 of the Companies Act, 2013 and Rule 14(1) of

the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended.

EDELWEISS FINANCIAL SERVICES LIMITED

Edelweiss Financial Services Limited (‘the Company’)was originally incorporated as Edelweiss Capital Limited on

November 21, 1995 as a Public Limited Company under the provisions of the Companies Act, 1956 with

Corporate Identity Number (CIN): L99999MH1995PLC094641. The Company received its Certificate of

Commencement of Business on January 16, 1996. With effect from August 1, 2011 the name of the Company

changed to Edelweiss Financial Services Limited.

Registered Office:-

Edelweiss House, Off. C.S.T. Road,

Kalina, Mumbai – 400098, Maharashtra, India,

Tel: +91 22 4009 4400; Fax: +91 22 4086 3610;

E-mail: [email protected]; Website: www.edelweissfin.com

ISSUE BY WAY OF PRIVATE PLACEMENT BY EDELWEISS FINANCIAL SERVICES LIMITED (THE “COMPANY” /

“ISSUER”) OF 175 – SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF

Rs. 10,00,000/- EACH (THE DEBENTURES/NCDs) AGGREGATING TO Rs. 17.50 CRORES (THE “ISSUE”)

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and the investors should not invest any

funds in the debt instruments, unless they can afford to take the risks attached with such investments. For taking

an investment decision, the investors must rely on their own examination of the Company and the Issue including

the risks involved. The Securities and Exchange Board of India (“SEBI”) doesn’t take any responsibility for this

Issue in any manner.

GENERAL DISCLAIMER

This Disclosure Document/ Private Placement Offer Letter is neither a prospectus nor a statement in lieu of

prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the

Debentures to be issued by Edelweiss Financial Services Limited. This Disclosure Document is for the exclusive

use of the intended recipient(s) to whom it is delivered and it should not be circulated or distributed to third

parties. It cannot be acted upon by any person other than to whom it has been specifically addressed. Multiple

copies hereof given to the same person / entity shall be deemed to be offered to the same person.

CREDIT RATING

CARE AA (Double A) (pronounced “CARE Double A”) by Credit Analysis & Research Limited (CARE) for Non-

Convertible Debenture issue. Instruments with this rating are considered to have high degree of safety regarding

timely servicing of financial obligations. Such instruments carry very low credit risk.

LISTING

The Debentures are proposed to be listed on BSE Limited (“BSE” or the “Stock Exchange”).

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ISSUE PROGRAMME

ISSUE OPENS ON: October 27, 2014 ISSUE CLOSES ON: October 27, 2014

The Company reserves the right to close the Issue earlier from the aforesaid date or change the Issue schedule

including the Deemed Date of Allotment at its sole and absolute discretion, without giving any reasons or prior

notice.

.

DEBENTURE TRUSTEE REGISTRAR TO ISSUE

IDBI Trusteeship Services Limited

Asian Building, Ground Floor,

17, R. Kamani Marg, Ballard Estate,

Mumbai 400 001,Maharashtra, India

Tel: +91 22 6631 1771/2/3

Fax: +91 22 6631 1776

E-mail: [email protected]

Website: www.idbitrustee.co.in

Contact Person: Mr. Vibhore Chaturvedi

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound

LBS Marg, Bhandup (W),

Mumbai 400 078,Maharashtra,India

Tel: +91 22 2596 3838

Fax: +91 22 2594 6979

E-mail : [email protected]

Website: www.linkintime.co.in

Contact Person: Mr. Ganesh Jadhav

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1. DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this

Disclosure Document.

Term Description

“Edelweiss Financial Services

Limited” or “EFSL” or the

“Company” or the “Issuer”

Edelweiss Financial Services Limited, a public limited company incorporated

under the Companies Act, 1956 and having its Registered Office at Edelweiss

House, Off. C.S.T. Road, Kalina, Mumbai - 400 098, Maharashtra, India.

“we”, “us”, “our”,

“Edelweiss Group”

Unless the context otherwise requires, the Company and its Subsidiaries.

Articles of Association Articles of Association of the Company, as amended from time to time.

Our Management/ Board of

Directors/Board

The Board of Directors of the Company (include any Committee thereof).

Memorandum of

Association

The Memorandum of Association of the Company, as amended from time to

time.

Promoters Mr. Rashesh Shah, Mr. Venkatchalam Ramaswamy, Ms. Vidya Shah and

Ms. Aparna TC, the Promoters of the Company.

Disclosure Document Offer Document / Information Memorandum / Offer Letter as per Form No.

PAS-4 pursuant to Section 42 of the Companies Act, 2013 and Rule 14(1) of

Companies (Prospectus and Allotment of Securities) Rules, 2014

Issue Related Terms

Term Description

Affiliate (s)

Affiliate (s) shall mean with respect to any person, any other person directly or

indirectly Controlling, Controlled by, or under direct, indirect or common

Control with, such person.

AGM Annual General Meeting

Application Form

The form in which an investor can apply for subscription to the Debentures

BSE/ Stock Exchange BSE Limited

Board of Directors/Board The Board of Directors of the Company (include any Committee thereof)

Bankers The banker to the Issue, in this case being ICICI Bank Limited

Beneficial Owner(s) Holder(s) of the Debentures in dematerialized form as defined under section 2

of the Depositories Act,1996.

CDSL Central Depository Services (India) Limited

Credit Rating Agency/ CARE Credit Analysis & Research Limited

Non-convertible

Debentures/Debentures/NCDs

Non-Convertible Debentures of the face value of Rs. 10,00,000 each.

Debenture Trust Deed Debenture Trust Deed dated April 17, 2014 executed between the Company

and IDBI Trusteeship Services Limited, the Debenture Trustee as stated in the

Summary Term Sheet

Depository(ies) A depository registered with the SEBI under the Securities and Exchange Board

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Term Description

of India (Depositories and Participant) Regulations, 1996, as amended from time

to time, in this case being NSDL / CDSL

Depositories Act The Depositories Act, 1996, as amended from time to time

DP-ID Depository Participant Identification Number

EGM Extraordinary General Meeting

Equity Shares Equity Shares of the Company of the face value of Re. 1 each.

FII Foreign Institutional Investors as defined under the Securities and Exchange

Board of India (Foreign Institutional Investors) Regulations, 1995 and registered

with the SEBI.

Issue 175 - Secured Redeemable Non-Convertible Debentures of the face value of Rs.

10,00,000/- each aggregating to Rs. 17.50 crores, on a private placement basis.

NSDL National Securities Depository Limited

NRI A person resident outside India, who is a citizen of India or a person of Indian

origin and shall have the same meaning as ascribed to such term in the Foreign

Exchange Management Act, 1999 and Rules framed thereunder.

Disclosure Document This Disclosure Document/ Private Placement Offer Letter through which the

Debentures are offered on a private placement basis.

PAN Permanent Account Number issued by the Income Tax Department

RBI Reserve Bank of India

Record Date The date , as may be fixed by the Company, which will be 15 days prior to the

Redemption 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.

Registered Debenture Holder The Debenture holder whose name appears in the Register of Debenture

Holders or in the beneficial ownership record furnished by NSDL/CDSL for this

purpose.

Register of Debenture Holders The register maintained by the Company containing the name of Debenture

holders entitled to receive coupon/redemption amount in respect of the

Debentures on the Record Date, which shall be maintained at the Registered

Office.

SCRA The Securities Contracts (Regulation) Act, 1956

SEBI The Securities and Exchange Board of India constituted under the SEBI Act,1992

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to

time.

SEBI Debt Regulations/Debt

Regulations

SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (as amended from

time to time)

Working Day/ Business Day All days except Saturday, Sunday and any public holiday on which banks in

Mumbai are open for business.

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Schedule – I as per SEBI (Issue and Listing of Debt Securities) Regulation, 2008 as amended and SEBI (Issue and

Listing of Debt Securities) (Amendment) Regulations, 2012 as amended and Form no. PAS-4 pursuant to

Section 42 of the Companies Act, 2013 and Rule 14(1) of the Companies (Prospectus and Allotment of

Securities) Rules, 2014

2. ISSUER INFORMATION

(i) REGISTERED OFFICE OF THE ISSUER

Edelweiss Financial Services Limited

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];

Website: www.edelweissfin.com

(ii) COMPLIANCE OFFICER OF THE ISSUER:

Mr. B Renganathan

Edelweiss House, Off C.S.T. Road, Kalina,

Mumbai – 400 098,

Maharashtra, India.

Tel: +91 22 4009 4400; Fax: +91 22 4086 3610

(iii) CFO OF THE ISSUER:

Mr. S Ranganathan

Edelweiss House, Off C.S.T. Road,

Kalina, Mumbai – 400 098,

Maharashtra, India.

Tel: +91 22 4009 4400; Fax: +91 22 4086 3610

(iv) DEBENTURE TRUSTEE

IDBI Trusteeship Services Limited

Asian Building, Ground Floor,

17, R. Kamani Marg, Ballard Estate,

Mumbai – 400 001

Maharashtra, India,

Tel: +91 22 40807000; Fax: +91 22 66311776/40807080

Contact person: - Mr. Vibhore Chaturvedi

(v) REGISTRAR OF THE ISSUER

Link Intime India Private Limited

Address: C-13, Pannalal Silk Mills Compound

LBS Marg, Bhandup (W),

Mumbai – 400 078,

Maharashtra, India.

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Tel: +91 22 25963838; Fax: +91 22 2594 6979

Contact person:- Mr. Ganesh Jadhav

(vi) CREDIT RATING AGENCY TO THE ISSUE

Credit Analysis & Research Limited

4th

Floor, Godrej Coliseum,

Somaiya Hospital Road, Off Eastern Express Highway,

Sion (E), Mumbai – 400 022,

Maharashtra, India.

Tel: 022-6754 3456; Fax: 022-6754 3457

(vii) AUDITORS OF THE ISSUER

B S R & Associates LLP, Chartered Accountants

Lodha Excelus,

5th

Floor, Apollo Mills Compound

N. M. Joshi Marg, Mahalakshmi,

Mumbai – 400 011,

Maharashtra, India.

Tel: + 91 22 39896000; Fax: + 91 22 30902511

3. A BRIEF SUMMARY OF THE BUSINESS/ ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS

(a) Overview

Edelweiss Financial Services Limited was originally incorporated as Edelweiss Capital Limited on November

21, 1995 as a Public Limited Company under the provisions of the Companies Act, 1956. With effect from

August 1, 2011 the name of the Company changed to Edelweiss Financial Services Limited. The Company

received the Certificate of Commencement of Business on January 16, 1996. The Company commenced

investment banking activities and registered with SEBI as a “Category I Merchant Banker” (as defined under

the Securities and Exchange Board of India (Merchant Bankers) Rules, 1992) and as an “underwriter” under

the Securities and Exchange Board of India (Underwriting) Regulations, 1993.

Over a period of time, the Company attracted capital from various Investors such as Caladium Investment

Pte. Ltd. (a wholly owned subsidiary of GIC (Ventures) Pte Ltd), Greater Pacific, BIH SA.

In December 2007, the Company completed an Initial Public Offering of 8,386,147 Equity Shares of the face

value of Rs. 5 each for cash at a price of Rs. 825 per Equity Share aggregating to Rs. 6,918.57 million. The

Equity Shares are listed on National Stock Exchange of India Limited and BSE.

We are a diversified financial services Company, providing investment banking, institutional equities,

private client broking, Life insurance, housing finance, asset management and investment advisory services,

wealth management, insurance broking and wholesale financing services.

Since commencement of business in 1996, we have grown from a boutique investment bank into a

diversified financial services Company.

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(b) Corporate Structure

EDELWEISS FINANCIAL SERIVCES LIMITED

Edelweiss Financial Services Limited was originally incorporated as Edelweiss Capital Limited on November

21, 1995 as a Public Limited Company under the provisions of the Companies Act, 1956. The Company

received its Certificate for Commencement of Business on January 16, 1996.

With effect from August 1, 2011 the name of the Company changed to Edelweiss Financial Services Limited.

As of date, the Company has 50 subsidiaries as under:-

S. No. Name of the Subsidiaries

1. Edelweiss Securities Limited

2. Edelweiss Comtrade Limited

3. Edelweiss Financial Services Inc

4. Edelweiss Securities (Hong Kong) Private Ltd.

5. Edelweiss Finance & Investments Limited

6. EC Global Limited

7. Edelweiss Commodities Services Limited

8. Edelweiss Capital Markets Limited

9. Edelweiss Housing Finance Limited

10. Edelweiss Metals Limited

11. Edelweiss Integrated Commodity Management Limited

12. Edel Commodities Limited

13. EFSL Comtrade Limited

14. Edelweiss Commodities Nigeria Limited

15. Edelweiss Commodities Pte. Limited

16. Edel Commodities Trading Limited

17. EFSL Commodities Limited

18. Edelweiss Broking Limited

19. Edelweiss Web Services Limited

20. Edelweiss Financial Advisors Limited

21. Edel Finance Company Limited

22. Ecap Equities Limited

23. Edelcap Securities Limited

24. Edelweiss Retail Finance Limited

25. ECL Finance Limited

26. Edelweiss Global Wealth Management Limited

27. Edelweiss Insurance Brokers Limited

28. EC Commodity Limited

29. Edelweiss Custodial Services Limited

30. Edelweiss Investment Adviser Limited

31. Edelweiss Tokio Life Insurance Company Limited

32. Edelweiss Trustee Services Limited

33. Edelweiss Alternative Asset Advisors Limited

34. Edel Investments Limited

35. Edel Land Limited

36. Edelgive Foundation

37. Edelweiss Asset Management Limited

38. Edelweiss Trusteeship Company Limited

39. Edelweiss Capital (Singapore) Pte. Limited

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(c) Key Operational and Financial Parameters for last three audited years (Consolidated)

( in crores)

Parameters Quarter ended

June 30, 2014

(Unaudited)

Financial

Year

ended

March

31, 2014

Financial Year

ended March 31,

2013

Financial Year

ended March 31,

2012

Networth 1,257.10 1,217.76 1,190.76 1,183.05

Share application money pending

allotment

- 0.01 2.25 1.18

Total Debt

of which - Non Current Maturities

of

Long Term Borrowing 305.83 305.71 230.41 252.55

Short Term Borrowing 4,208.91 543.18 672.85 2,130.06

Current Maturities of Long Term

Borrowing

- 0.16 22.14 27.77

Net Fixed Assets 5.24 5.95 6.48 5.69

Non Current Assets 1,527.91 1,513.67 1,486.23 1,485.17

Cash and Cash Equivalents 62.46 14.63 19.39 1.48

Current Investments 23.79

Other Current Assets 4,229.27 579.85 646.98 2,170.17

Other Current Liabilities (Incl.

Provisions)

53.05 47.29 40.66 91.69

Assets Under Management - Credit

Book

- - - -

Off Balance Sheet Assets - - - -

Interest Income - - - -

Interest Expense - - - -

Provisioning & Write-offs - - - -

PAT 23.27 73.30 46.79 68.64

Gross NPA (%) - - - -

Net NPA (%) - - - -

40. Edelweiss Alternative Asset Advisors Pte. Limited

41. Edelweiss International (Singapore) Pte. Limited

42. Edelweiss Investment Advisors Private Limited

43. EC International Limited

44. Aster Commodities DMCC

45. EAAA LLC

46. EW Special Opportunities Advisors LLC

47. EW India Special Assets Advisors LLC

48. EW SBI Crossover Advisors LLC

49. Forefront Capital Management Private Limited

50. Forefront India Capital Management

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Tier I Capital Adequacy Ratio (%) - - - -

Tier II Capital Adequacy Ratio (%) - - - -

Gross Debt: Equity Ratio of the

Company:-

Before the issue of debt securities 3.59

*After the issue of debt securities 3.71

*Note: Includes proposed Long term NCD issue of Rs. 100 Crores

(d) Project cost and means of financing, in case of funding of new projects :

None

4. A BRIEF HISTORY OF THE ISSUER

(a) History:

Edelweiss Financial Services Limited was originally incorporated as Edelweiss Capital Limited on November

21, 1995 as a Public Limited Company under the provisions of the Companies Act, 1956. The Company

received the Certificate of Commencement of Business on January 16, 1996.

With effect from August 1, 2011 the name of the Company changed to Edelweiss Financial Services

Limited. Capital Structure of the Company as on June 30, 2014:

Share Capital

Particulars Amount

(Rs. in crores)

A. Authorised Capital:-

1,230,000,000 Equity Shares of Re. 1/- each

40,00,000 Preference Shares of Rs. 5/- each

123.00

2.00

B. Issued, Subscribed and Paid Up Capital:-

777,620,488 Equity Shares of Re. 1/- each

77.76

(b) Change in share capital as on June 30, 2014 (during last five years) :

(i) Authorised Share Capital

Date of Change ( AGM/EGM) Amount in Rs. Particulars / Remarks

July 30, 2010 (AGM) 125,00,00,000 Increased from 52,000,000 Equity Shares of Rs.

10/- each to 125,00,00,000 Equity Shares of Re.

1/- each consisting of 123,00,00,000 Equity

shares of Re. 1 each and 40,00,000 Preference

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shares of Rs. 5 each.

(ii) Change in Equity Share Capital as on June 30, 2014 (during last five years):

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs. )

Issue

Price

(Rs.)

Nature of

Conside-

ration

Nature for

allotment

Cumulative

No. of Equity

shares

Cumulative

Paid-up

Share

Capital

(Rs. In Cr)

Cumulat-

ive Share

Premium

(Rs. In Cr)

Rema-

rks

13.08.2009 6,000 5 10.42 CASH Pursuant to

exercise of ESOP

7,49,39,155

375.00

21,000 5 20.83 CASH Pursuant to

exercise of ESOP

7,49,60,155

39,676 5 79.17 CASH Pursuant to

exercise of ESOP

7,49,99,831

08.09.2009 4,410 5 79.17 CASH Pursuant to

exercise of ESOP

7,50,04,241

375.02

06.10.2009 1,576 5 79.17 CASH Pursuant to

exercise of ESOP

7,50,05,817

375.03

09.11.2009 12,000 5 10.42 CASH Pursuant to

exercise of ESOP

7,50,17,817

375.19

12,000 5 20.83 CASH Pursuant to

exercise of ESOP

7,50,29,817

7,876 5 79.17 CASH Pursuant to

exercise of ESOP

7,50,37,693

05.01.2010 5,100 5 79.17 CASH Pursuant to

exercise of ESOP

7,50,42,793

375.22

08.02.2010 6,000 5 10.42 CASH Pursuant to

exercise of ESOP

7,50,48,793

375.35

15,000 5 20.83 CASH Pursuant to

exercise of ESOP

7,50,63,793

5,850 5 79.17 CASH Pursuant to

exercise of ESOP

7,50,69,643

08.03.2010 2,250 5 79.17 CASH Pursuant to

exercise of ESOP

7,50,71,893

375.36

07.05.2010 1,500 5 5.00 CASH Pursuant to

exercise of ESOP

7,50,73,393

375.46

4,500 5 20.83 CASH Pursuant to

exercise of ESOP

7,50,77,893

13,650 5 79.87 CASH Pursuant to

exercise of ESOP

7,50,91,543

04.06.2010 5,175 5 79.17 CASH Pursuant to

exercise of ESOP

7,50,96,718

375.49

08.07.2010 2,400 5 79.17 CASH Pursuant to

exercise of ESOP

7,50,99,118

375.5

The Face Value of the Equity shares of the Company was sub- divided into face value of Re. 1 each through a

resolution of its shareholders dated July 30, 2010, resulting in 375,495,590 Equity shares of Re. 1 each

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13.08.2010 1 CASH Sub-division 75,09,91,180 750.99

37,54,95,590 1 Bonus

issue

Bonus issue 75,09,91,180

19.08.2010 10,500 1 7.917 CASH Pursuant to

exercise of ESOP

75,10,01,680 751.00

09.09.2010 6,000 1 7.917 CASH Pursuant to

exercise of ESOP

75,10,07,680 751.03

20,000 1 50.00 CASH Pursuant to

exercise of ESOP

75,10,27,680

11.10.2010 3,000 1 7.917 CASH Pursuant to

exercise of ESOP

75,10,30,680 751.03

12.11.2010 24,000 1 7.917 CASH Pursuant to

exercise of ESOP

75,10,54,680 751.51

3,97,500 1 21.70 CASH Pursuant to

exercise of ESOP

75,14,52,180

56,000 1 51.70 CASH Pursuant to

exercise of ESOP

75,15,08,180

07.12.2010 75,000 1 7.917 CASH Pursuant to

exercise of ESOP

75,15,83,180 751.72

1,35,500 1 21.70 CASH Pursuant to

exercise of ESOP

75,17,18,680

6,000 1 51.70 CASH Pursuant to

exercise of ESOP

75,17,24,680

07.01.2011 30,000 1 2.08 CASH Pursuant to

exercise of ESOP

75,17,54,680 751.78

21,000 1 21.70 CASH Pursuant to

exercise of ESOP

75,17,75,680

07.02.2011 90,000 1 2.08 CASH Pursuant to

exercise of ESOP

75,18,65,680 751.99

3,600 1 7.917 CASH Pursuant to

exercise of ESOP

75,18,69,280

1,24,000 1 21.70 CASH Pursuant to

exercise of ESOP

75,19,93,280

17.03.2011 9,000 1 7.917 CASH Pursuant to

exercise of ESOP

75,20,02,280 752.03

24,000 1 21.70 CASH Pursuant to

exercise of ESOP

75,20,26,280

08.04.2011 36,000 1 21.70 CASH Pursuant to

exercise of ESOP

75,20,62,280 752.06

05.05.2011 18,000 1 7.917 CASH Pursuant to

exercise of ESOP

75,20,80,280 752.12

36,000 1 21.70 CASH Pursuant to

exercise of ESOP

75,21,16,280

06.06.2011 1,50,000 1 7.917 CASH Pursuant to

exercise of ESOP

75,22,66,280 752.27

3,000 1 21.70 CASH Pursuant to

exercise of ESOP

75,22,69,280

08.07.2011 1,50,000 1 1.04 CASH Pursuant to

exercise of ESOP

75,24,19,280 756.57

2,40,000 1 2.08 CASH Pursuant to 75,26,59,280

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exercise of ESOP

33,12,000 1 7.917 CASH Pursuant to

exercise of ESOP

75,59,71,280

6,00,000 1 16.67 CASH Pursuant to

exercise of ESOP

75,65,71,280

12.08.2011 60,000 1 6.38 CASH Pursuant to

exercise of ESOP

75,66,31,280 756.63

08.09.2011 15,000 1 10.68 CASH Pursuant to

exercise of ESOP

75,66,46,280 756.65

12.03.2012 1,53,000 1 3.87 CASH Pursuant to

exercise of ESOP

75,67,99,280 756.80

04.04.2012 9,60,000 1 11.93 CASH Pursuant to

exercise of ESOP

75,77,59,280 757.76

18.04.2012 42,000 1 7.92 CASH Pursuant to

exercise of ESOP

75,78,01,280 757.80

08.10.2012 24,15,000 1 8.19 CASH Pursuant to

exercise of ESOP

76,02,16,280 760.22

14.09.2012 2,40,000 1 1.69 CASH Pursuant to

exercise of ESOP

76,04,56,280 760.46

17.05.2012 1,20,000 1 1.54 CASH Pursuant to

exercise of ESOP

76,05,76,280 760.58

26.06.2012 10,38,000 1 7.92 CASH Pursuant to

exercise of ESOP

76,16,14,280 761.61

10.07.2012 30,000 1 21.70 CASH Pursuant to

exercise of ESOP

76,16,44,280 761.64

29.11.2012 96,000 1 28.09 CASH Pursuant to

exercise of ESOP

76,17,40,280 761.74

08.01.2013 6,000 1 21.70 CASH Pursuant to

exercise of ESOP

76,17,46,280 761.75

29.01.2013 20,96,000 1 11.96 CASH Pursuant to

exercise of ESOP

76,38,42,280 763.84

06.05.2013 29,29,800 1 7.68 CASH Pursuant to

exercise of ESOP

76,67,72,080 766.77

14.06.2013 13,30,250 1 16.67 CASH Pursuant to

exercise of ESOP

76,81,02,330 768.10

22.07.2013 40,000 1 26.17 CASH Pursuant to

exercise of ESOP

76,81,42,330 768.14

22.10.2013 9,03,000 1 7.97 CASH Pursuant to

exercise of ESOP

76,90,45,330 769.04

09.04.2014 10,500 1 7.92 CASH Pursuant to

exercise of ESOP

769,055,830 769.05

03.05.2014 10,186,649 1 20.68 CASH Pursuant to

exercise of ESOP

779,242,479 779.24

19.05.2014

12,52.070

- - - Buyback of

shares

777,9990409 7782

02.06.2014 3,69,921 Buyback of

shares

777,620,488 777.62

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(c) Details of any acquisitions or amalgamation in the last one year

None

(d) Details of any reorganization or reconstruction in the last one year

None

5. DETAILS OF THE SHAREHOLDING PATTERN AS ON JUNE 30, 2014

(a) Shareholding pattern of the Company as on June 30, 2014.

Category of

Shareholder

No. of

Sharehold

ers

Total No. of

Shares

Total No. of

Shares held in

Dematerialized

Form

Total Shareholding

as a % of Total No. of

Shares

Shares pledged or

otherwise encumbered

As a %

of

(A+B)

As a % of

(A+B+C)

Number of

shares

As a

% of Total

No. of

Shares

(A) Shareholding of

Promoter and

Promoter Group

(1) Indian

Individuals / Hindu

Undivided Family 13 24,27,65,690 24,27,65,690 31.22 31.22 2,76,83,000 11.40

Bodies Corporate 1 4,19,50,000 4,19,50,000 5.39 5.39 - -

Sub Total (A1) 14 28,47,15,690 28,47,15,690 36.61 36.61 2,76,83,000 9.72

(2) Foreign

Individuals (Non-

Residents Individuals /

Foreign Individuals) 1 10,00,000 10,00,000 0.13 0.13 - -

Sub Total (A2) 1 10,00,000 10,00,000 0.13 0.13 - -

Total shareholding of

Promoter and

Promoter Group (A)

[(A1) + (A2)] 15 28,57,15,690 28,57,15,690 36.74 36.74 2,76,83,000 9.69

(B) Public

Shareholding

(1) Institutions

Mutual Funds / UTI 12 1,20,40,266 1,20,40,266 1.55 1.55 - -

Financial Institutions /

Banks

6 1,25,310 1,25,310 0.02 0.02 - -

Foreign Institutional

Investors

44 17,44,01,616 17,44,01,616 22.43 22.43 - -

Qualified Foreign

Investors

1 2,00,000 2,00,000 0.02 0.02 - -

Sub Total (B1) 63 18,67,67,192 18,67,67,192 24.02 24.02 - -

(2) Non-Institutions

Bodies Corporate 997 2,25,84,218 2,25,06,218 2.90 2.90 - -

Individuals

Individual shareholders

holding nominal share

1,31,400 3,45,88,473 3,44,49,763 4.45 4.45

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(b) List of Top 10 holders of Equity Shares of the Company as on June 30, 2014

Sr.

No.

Name of Shareholders Total No. of

Equity Shares

No. of Shares

in Demat form

Total

Shareholding as

% of total no. of

equity shares

1 Rashesh Chandrakant Shah 13,43,01,730 13,43,01,730 17.27

2 FIRST CARLYLE VENTURES MAURITIUS 6,80,48,557 6,80,48,557 8.75

3 CALADIUM INVESTMENT PTE LIMITED 6,22,74,300 6,22,74,300 8.01

4 Venkat Ramaswamy 5,30,26,560 5,30,26,560 6.82

5 Spire Investment Advisors LLP 4,19,50,000 4,19,50,000 5.39

6 Rashesh Chandrakant Shah & Venkat

Ramaswamy (Jointly as Trustees of Edelweiss

Employee Welfate Trust)

3,75,95,270 3,75,95,270 4.83

7 PRIVATBANK IHAG ZURICH AG 3,17,07,830 3,17,07,830 4.08

8 VIDYA RASHESH SHAH 2,93,61,200 2,93,61,200 3.78

9 SAIF ADVISORS MAURITIUS LIMITED A/C SAIF 2,56,33,505 2,56,33,505 3.30

capital up to Rs. 1 lakh

Individual shareholders

holding nominal share

capital in excess of Rs.

1 lakh 66 9,59,59,468 9,59,59,468

12.34

12.34

Any Others (Specify) - -

Clearing Members 503 40,08,235 40,08,235 0.52 0.52 - -

Non Resident Indians 563 1,56,78,504 1,51,23,504 2.02 2.02 - -

- -

Non Resident Indians

(Non- Repatriable)

205 5,12,097 5,12,097 0.07 0.07 - -

Foreign Companies 4 7,88,10,830 7,87,32,830 10.13 10.14 - -

Independent Directors 3 80,97,180 80,97,180 1.04 1.04 - -

Trusts 9 4,48,98,601 4,48,98,601 5.77 5.77 - -

Sub Total (B2) 1,33,750 30,51,37,606 30,42,87,896 39.24 39.24 - -

Total Public

shareholding (B) [(B1)

+ (B2)]

1,33,813 49,19,04,798 49,10,55,088 63.26 63.26 - -

Total (A)+(B) 1,33,828 77,76,20,488 77,67,70,778 100.00 100.00 2,76,83,000 3.56

(C) Shares held by

Custodians and

against which

Depository Receipts

have been issued

(1) Promoter and

Promoter Group

- - - - - - -

(2) Public - - - - - - -

Sub Total

Total (A)+(B)+(C) 1,33,828 77,76,20,488 77,67,70,778 100.00 100.00 2,76,83,000 3.56

Notes:

1. For determining public shareholding for the purpose of Clause 40A

2. For definitions of Promoter and Promoter Group, refer to Clause 40A.

3. Public shareholding

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INDIA IV FII HOLDINGS LIMITED

10 FIL INVESTMENTS(MAURITIUS) LTD 1,61,51,043 1,61,51,043 2.08

6. OUR MANAGEMENT

The Articles of Association of our Company require us to have not less than 3 (three) and not more than 15

(Fifteen) Directors. As on date, we have 4 (three) Executive Directors, 1 (One) Non- Executive Director and 7

(Seven) Independent Directors on the Board of Directors of the Company.

Board of Directors

The general superintendence, direction and management of our affairs and business are vested in the Board of

Directors. Currently, we have 12 (Twelve) Directors on the Board of Directors.

DETAILS OF DIRECTORS

(a) NAMES AND ADDRESSES OF THE DIRECTORS OF THE ISSUER AS ON DATE OF THE ISSUE

Sr.

No.

Name, Designation, DIN, Nationality,

Occupation and Address

Age

(years)

Date of

Appointment

Details of other

Directorships

1. Mr. Rashesh Shah

Designation: Chairman, Managing

Director & CEO

DIN : 00008322

Nationality: Indian

Occupation: Service

Address: B - 233, 10th

Floor, Kalpataru

Horizon B, S.K. Ahire Marg, Worli,

Mumbai - 400018.

50 years 21/11/1995 1. Edelweiss Tokio

Life Insurance

Company Limited

2. ECL Finance

Limited

3. Rediff.com India

Limited

4. Edelweiss Asset

Reconstruction

Company Limited

5. SBI Hong Kong Co.

Ltd.

6. Ivy Financial

Services Private

Limited

2. Mr. Venkat Ramaswamy

Designation: Executive Director

DIN : 00008509

Nationality: Indian

Occupation: Service

Address: 142, Beach Towers, 14th

Floor,

P. Balu Road, Prabhadevi,

Mumbai - 400025.

47 years 20/02/1996 1. Edelweiss Tokio

Life Insurance

Company Limited

2. Edelweiss Finance

& Investments

Limited

3. Edelweiss Capital

(Singapore) Pte.

Ltd.

4. Edelweiss

Alternative Asset

Advisors Limited

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5. Prime Urban

Development

India Limited

6. Ivy Financial

Services Private

Limited

7. Edelweiss

Alternative Asset

Advisors Pte.

Limited

3. Mr. Himanshu Kaji

Designation: Executive Director

DIN : 00009438

Nationality: Indian

Occupation: Service

Address: C/7 Ishwar Niwas, Sicka Nagar,

V. P. Road, Mumbai - 400004.

48 years 01/11/2011 1. ECL Finance

Limited

2. Edelweiss

Trusteeship

Company Limited

3. Kaji and Maulik

Securities Private

Limited

4. HNK Consulting

Private Limited

5. Edelweiss Tokio

Life Insurance

Company Limited

4. Mr. Rujan Panjwani

Designation: Executive Director

DIN: 00237366

Nationality: Indian

Occupation: Service

Address: 26th

Hem Prabha, 7th

Floor,

Marine Drive, Mumbai 400020

50 years 24/06/2013 1. Edelweiss

Commodities

Services Limited

2. Edelweiss Tokio

Life Insurance

Company Limited

3. ECL Finance

Limited

4. Edelweiss Asset

Management

Limited

5. Edelweiss

Custodial Services

Limited

6. Edel Land Limited

7. EC Global Limited

5. Mr. Kunnasagaran Chinniah

Designation: Independent Director

DIN: 01590108

Nationality: Singaporian

Occupation: Service

Address: 12, Countryside Grove,

Singapore - 789967.

56 years 01/10/2013 1. Edelweiss Capital

(Singapore) Pte.

Ltd.

2. Changi Airport

International

3. Hindu

Endowment

Board

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6. Mr. Narendra Jhaveri

Designation: Independent Director

DIN : 00198912

Nationality: Indian

Occupation: Service

Address: C-42, Samprat Residency,

Premchandnagar Road, Bodakdev,

Ahmedabad – 380015.

78 years 21/07/2007 1. Afcons

Infrastructure

Limited

2. Siemens Limited

3. Juniper Hotels

Private Limited

4. Hindalco

Industries Limited

5. Phoenix ARC

Private Limited

6. Edelweiss

Securities Limited

7. Pidilite Industries

Limited

8. Cadila

Pharmaceuticals

Limited

7. Mr. P.N. Venkatachalam

Designation: Independent Director

DIN : 00499442

Nationality: Indian

Occupation: Service

Address: Flat No 3C, Settlur Manor, No.2,

Sivaswamy Street (Behind UTI Bank), Off.

Dr. Radhakrishnan Salai, Mylapore,

Chennai – 600004.

69 years 09/08/2007 1. ECL Finance

Limited

2. Edelweiss Finance

& Investments

Limited

3. Edelweiss

Commodities

Services Limited

4. Sundaram

Finance Limited

5. UTI Asset

Management

Company Ltd

6. UTI Retirement

Solutions Limited

7. Khazana

Jewellery Private

Limited 8. Edelweiss Tokio

Life Insurance

Company Limited

8. Mr. Berjis Desai

Designation: Independent Director

DIN : 00153675

Nationality: Indian

Occupation: Service

Address: Yezerina II Road No. 5,

740 / 741, Dadar Parsi Colony, Dadar,

Mumbai – 400014.

57 years 18/11/2009 1. The Great

Eastern Shipping

Company Limited

2. Praj Industries

Limited

3. Emcure

Pharmaceuticals

Limited

4. Greatship (India)

Limited

5. Centrum Fiscal

Private Limited

6. Capricorn

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Studfarm Private

Limited

7. Capricorn

Agrifarms and

Developers

Private Limited

8. Equine

Bloodstock

Private Limited

9. Himatsingka

Seide Limited

10. Man

Infraconstruction

Limited

11. Adani Enterprises

Limited

12. Divatex Home

Fashions Inc (

U.S.A.)

13. JSA Lex Holdings

Limited

(Mauritius)

14. Inventurus

Knowledge

Solutions Private

Limited

9. Mr. Sanjiv Misra

Designation: Independent Director

DIN : 03511635

Nationality: Singaporian

Occupation: Service

Address: House 27, East Sussex Lane,

Singapore, 279813.

53 years 1. Invenio Holdings

Pte. Ltd.

2. Edelweiss Capital

(Singapore) Pte.

Ltd.

3. OUE Hospitality

Trust

Management

Pte. Ltd.

4. OUE Hospitality

REIT

Management

Pte. Ltd.

5. Olam

International

Limited

6. Phoenix Advisers

Pte. Ltd.

7. Group CapAleph

Pte. Ltd.

8. CapAleph

Managers Pte.

Ltd.

9. CapAleph Indian

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Millennium Fund

Pte. Ltd.

10. CapAleph

Partners Pte. Ltd.

11. Phoenix E.K.

Limited

10. Mr. Sunil Mitra

Designation: Independent Director

DIN : 00113473

Nationality: Indian

Occupation: Service

Address: 241, Shantipally,

Kolkata 700078.

62 years 1. West Bengal State

Electricity

Distribution

Company Limited

2. IPE Global

Private Limited

3. Calcutta

Promotions

4. Patton

International Ltd

5. Peerless Trust

Management Co.

Limited

6. Nicco Parks &

Resorts Ltd.

7. Magma HDI

General

Insurance

Company Limited

8. Texmaco Rail &

Engineering

Limited

11. Mr. Navtej S. Nandra

Designation: Independent Director

DIN : 02282617

Nationality: U.S.

Occupation: Service

Address: 22, West 15 Street, #18A, New

York, 10011, USA.

47 years 15/05/2013 --

12. Mrs. Vidya Shah

Designation: Non – Executive Director

DIN : 00274831

Nationality: Indian

Occupation: Service

Address: B - 233, 9th

Floor, Kalpataru

Horizon B, S.K. Ahire Marg, Worli,

Mumbai - 400018.

48 yrs 01/08/2014 1. Oak Holdings

Private Limited

2. EdelGive

Foundation

3. Common Purpose

India

4. Toolbox India

Foundation

5. Women on Wings

Note: None of the Directors of the Company are in the RBI defaulter list and /or ECGF default list.

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(b) Change in Directors since last three years:

Name, Designation DIN Date of

Appointment /

Resignation

Director of

company

since (in

case of

resignation)

Remarks

Mr. Rujan Panjwani

Designation:-Executive Director

00237366 24/06/2013 - Appointment

Mr. Navtej S. Nandra

Designation:- Independent Director

02282617 15/05/2013 Appointment

Mr. Kunnasagaran Chinniah

Designation:- Independent Director

01590108 01/10/2013 - Appointment

Mr. Kunnasagaran Chinniah

Designation:- Non - Executive

Director

01590108 30/09/2013 05/06/2007 Resignation

Mr. Sunil Mitra

Designation: -Independent Director

00113473 07/12/2011 - Appointment

Mr. Himanshu Kaji

Designation:- Executive Director

00009438 01/11/2011 - Appointment

Ms. Vidya Shah

Designation: - Non - Executive

Director

00274831 01/08/2014 - Appointment

Confirmations

Our Directors have not been identified as willful defaulters by the RBI, ECGC or any government authority.

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

Debenture holding of Directors:

As on date, none of our Directors hold any debentures in our Company.

Remuneration of the Directors:-

Sr.

No. Name of the Director FY 14 FY 13 FY 12

1 Rashesh Shah 3,62,84,908 1,79,69,908 81,33,340

2 Venkat Ramaswamy 1,21,48,902 1,49,53,495 1,79,12,395

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3 Himanshu Kaji 2,07,08,094 1,29,90,686 33,33,333

4 Rujan Panjwani 32,51,052 -

-

5 Narendra Jhaveri 14,70,000 12,80,000 12,40,000

6 P.N. Venkatachalam 15,10,000 12,00,000 11,80,000

7 Berjis Desai 14,90,000 12,60,000 12,60,000

8 Sunil Mitra 13,90,000 5,80,000 20,000

9 Sanjiv Misra 2,40,000 12,00,000 1,60,000

10 Navtej S Nandra 40,000 - -

11 Kunnasagaran Chinniah 40,000 - -

12 Vidya Shah - - -

7. DETAILS OF AUDITORS OF THE COMPANY

(a) Details of the Auditor of the Company

Name Address Auditor since

B S R & Associates LLP, Chartered

Accountants

Lodha Excelus, 1st Floor, Apollo

Mills Compound, N. M. Joshi Marg,

Mahalakshmi, Mumbai - 400 011,

Maharashtra ,India

September 22, 2006

(b) Details of changes in Auditors since last three years : None

8. DETAILS OF BORROWINGS AS ON JUNE 30, 2014

(a) Details of Secured Loan Facilities :

Lender’s name Type of facility Amount

sanctioned

(In Rs.)

Principal

amount

outstanding

(In Rs.)

Repayment

Date / Schedule

Security

ICICI Bank

Limited

Vehicle loan 75,00,000 36,84,601 Payable in

equated

monthly

installments

over the tenure

of loans ending

in August 2016

Secured by

hypothecation

of vehicle

Non Convertible

Debentures

145,00,00,000 Refer Annexure

A

(b) Details of Unsecured Loan Facilities:

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Lender’s name Type of facility Amount sanctioned

(In Rs.)

Principal amount

outstanding

(In Rs.)

Repayment Date /

Schedule

ECap Equities

Limited

Long Term Loan 1,50,00,00,000 1,50,00,00,000 After the end of 1

year & not more

than 3 years from

date of

disbursement

Edelweiss Comtrade

Limited

Long Term Loan 10,46,00,000 10,46,00,000 After the end of 1

year & not more

than 3 years from

date of

disbursement

Indus Ind Bank

Limited

WCDL 50,00,00,000

-

On Demand

(c) Details of Non Convertible Debentures :

For details of Non Convertible Debentures refer Annexure A

(d) List of Top 10 Debenture holders as on June 30, 2014 :

Sr.

No.

Name of Debenture holders Amount

(Rs.)

1. DEUTSCHE TRUSTEE SERVICES (INDIA)

PRIVATE LIMITED A/C DWS SHORT MATURITY FUND

75,00,00,000

2 KOTAK MAHINDRA TRUSTEE CO. LTD. A/C

KOTAK FIXED MATURITY PLAN SERIES 131

55,00,00,000

3 KOTAK MAHINDRA TRUSTEE CO. LTD. A/C

KOTAK FIXED MATURITY PLAN SERIES 140

5,00,00,000

4 DEUTSCHE TRUSTEE SERVICES (INDIA) PRIVATE LIMITED A/C DWS MONEY PLUS FUND 5,00,00,000

5 DEUTSCHE TRUSTEE SERVICES (INDIA) PVT LIMITED A/C DWS FIXED MATURITY PLAN

SERIES - 58

5,00,00,000

(e) The amount of corporate guarantee issued by the issuer along with name of the counter party (like name

of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued :

Enclosed as Annexure ‘B’

(f) Details of Commercial Paper :

The total face value of the Commercial Papers outstanding as on June 30 2014:-

Maturity Date Amount

Outstanding

(In Rs.)

07-Jul-14 2,58,00,00,000

09-Jul-14 3,00,00,00,000

10-Jul-14 4,50,00,00,000

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11-Jul-14 2,50,00,00,000

14-Jul-14 2,50,00,00,000

15-Jul-14 7,00,00,00,000

21-Jul-14 50,00,00,000

22-Jul-14 3,50,00,00,000

23-Jul-14 1,25,00,00,000

24-Jul-14 1,50,00,00,000

25-Jul-14 3,00,00,00,000

28-Jul-14 3,00,00,00,000

30-Jul-14 4,00,00,00,000

01-Aug-14 2,00,00,00,000

07-Aug-14 18,00,00,000

12-Aug-14 25,00,00,000

14-Aug-14 50,00,00,000

25-Aug-14 25,00,00,000

26-Aug-14 3,80,00,00,000

Grand Total 45,81,00,00,000

(g) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures /

Preference Shares) :

NONE

(h) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, loans

from any bank or financial institutions, deposits, debt securities and other financial indebtness including

corporate guarantee issued by the Company, Statutory dues:

NONE

(i) Details of outstanding borrowings taken / debt securities issued where taken / issued (a) for consideration

other than cash, whether in whole or part, (b) at premium or discount, or (c) in pursuance of an option:

NONE

9. Details of Promoters of the Company :

(a) Details of Promoter holding in the Company as on June 30, 2014

Details of the Equity Shares held by the Promoters and Promoter Group in the Company as on June 30, 2014

Sr.

No.

Name of

Shareholders

Total no. of

equity

shares

No, of shares

in demat form

Total

Shareholdin

g as % if

total no. of

equity

shares

No of shares

pledged

% of shares

pledged with

respect to

shares owned

Promoters

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1. Mr. Rashesh Shah 13,43,01,730 13,43,01,730 17.27 - -

2. Mr.Venkat

Ramaswamy

5,30,26,560 5,30,26,560 6.82

45,00,000 8.49

3. Mrs. Vidya Rashesh

Shah

2,93,61,200 2,93,61,200 3.78

2,31,83,000 78.96

4. Mrs.Aparna T. C. 1,20,00,000 1,20,00,000 1.54 - -

Sub Total (A) 2286,89,490 2286,89,490 29.41 2,76,83,000 87.44

Promoter Group

5. Spire Investment

Advisors LLP

4,19,50,000 4,19,50,000 5.39

- -

6. Ms. Kaavya Arakoni

Venkat

1,20,00,000 1,20,00,000 1.54

- -

7. Ms. Sneha Sripad

Desai 10,25,000 10,25,000

0.13

- -

8. Ms. Shilpa Urvish

Mody 10,01,200 10,01,200

0.13

- -

9. Mr. Sejal Premal

Parekh

10,00,000 10,00,000 0.13

- -

10. Mr. Arakoni

Venkatachalam

Ramaswamy

50,000 50,000 0.01

- -

Sub Total (B) 5,70,26,200 5,70,26,200 7.33

Total (A+B) 28,57,15,690 28,57,15,690 36.74

10. 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.

Enclosed as Annexure C

11. (a) Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and

Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors

qualifications, if any.

Enclosed as Annexure D

(b) Related party transactions entered during the last three financial years immediately preceding the year

of circulation of Disclosure Document including with regard to loans made or, guarantees given or

securities provided

Enclosed as Annexure E

(c) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years

immediately preceding the year of circulation of Disclosure Document and 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.

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Nil

(d) Any change in accounting policies during the last three years and their effect on the profits and the

reserves of the company.

Nil

Profits of the company, before and after making provision for tax, for the three financial years immediately

preceding the date of circulation of Disclosure Document:-

(In Crores)

Particulars FY14-15 Q1 FY 13-14 FY 12- 13 FY 11- 12

Profit Before Tax 24.55 80.28 47.11 75.98

Tax 1.28 6.98 0.32 7.34

Profit After Tax 23.27 73.30 46.79 68.64

Dividends declared by the Company in respect of the said three financial years; interest coverage ratio for last

three years (Cash profit after tax plus interest paid/interest paid)

(In Rs.)

Particulars FY 13-

14

FY 12-

13

FY 11- 12

Dividend per equity share 0.70 0.65 0.60

Interest coverage ratio 2.43 2.42 2.27

12. (a) 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.

NONE

(b) 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 Disclosure Document and any direction issued by such Ministry or

Department or statutory authority upon conclusion of such litigation or legal action.

NIL

(c) 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

Disclosure Document in the case of Company and all of its subsidiaries.

Nil

(d) 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.

Nil

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(e) Prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three

years immediately preceding the year of the Disclosure Document and if so, section-wise details thereof

for the Company and all of its subsidiaries.

The Company and its subsidiaries are engaged in Financial services sector and are regulated by sector

specific Regulators. During the normal course of business, for operational non- compliance, monetary

penalties are imposed which are not material/ substantial in nature.

13. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture

trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the

subsequent periodical communications sent to the holders of debt securities.

IDBI Trusteeship Services Limited has given their consent to the Issuer vide letter no.

3519/ITSL/OPR/CL/13-14/DEB/749 dated January 3, 2014 to act as Trustee for the Debenture holders

under Regulation 4 (4) of the Debt Regulations.

14. The detailed 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 shall be disclosed.

Credit Analysis & Research Limited (CARE) has assigned CARE AA (Double A) (pronounced “CARE Double

A”) Rating to the Issue upto Rs. 500 crores. Instruments with this rating are considered to have high degree

of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

The letters issued by CARE is enclosed as Annexure F.

15. 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.

NONE

16. Copy of consent letter from the Debenture Trustee shall be disclosed.

The copy of consent letter vide letter no. 3519/ITSL/OPR/CL/13-14/DEB/749 dated January 3, 2014 issued

by IDBI Trusteeship Services Limited, the Debenture Trustee is enclosed as Annexure G.

17. Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly

indicating the designated stock exchange

The Debentures are proposed to be listed on BSE Limited. The designated stock exchange is BSE Limited.

18. The Company hereby declares and confirms that it will seek NOC from existing charge holders for release

of charge on the assets on which charge is proposed to be created. - Not Applicable

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19. Other details

(a) Debenture Redemption Reserve

Not Appplicable

(b) Name and address of the valuer who performed valuation of the security offered; Not Applicable .

(c) Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc).

o The Companies Act, 2013 and the applicable Rules as amended from time to time

o SEBI (Issue and Listing of Debt Securities) Regulation, 2008 as amended

The Directors declare that:

(i) the Company has complied with the provisions of the Act and the rules made thereunder;

(ii) the compliance with the Act and the rules does not imply that payment of dividend or interest or

repayment of debentures, if applicable, is guaranteed by the Central Government;

(iii) the monies received under the offer shall be used only for the purposes and objects indicated in the

Offer letter.

(d) Application for the Debentures

How to Apply

Applications for the Debentures must be made in the Application Form and must be completed in block letters in

English by investors. Application Forms must be accompanied by either a demand draft or cheque or electronic

fund transfer instruction drawn or made payable in favour of "Edelweiss Financial Services Limited” and marked

‘A/c Payee Only’ in case of cheques. The full amount of the Debentures applied for has to be paid along with the

delivery of the fully completed and executed Application Form together with other applicable documents

described below.

Cheques/ /electronic fund transfer instruction may be drawn on any bank which is situated and is a member or

sub-member of the Bankers’ clearing houses located at Mumbai. Investors are required to make payments only

through cheques//electronic transfer payable at Mumbai.

In case the payment is made by Real Time Gross Settlement (RTGS), the funds have to be credited to the issuer’s

current account, the details of which are given below:

Name of the Bank ICICI Bank Limited

Name of the account holder Edelweiss Financial Services Limited

Account Number 000405105860

IFSC Code ICIC0000004

The Company assumes no responsibility for any applications/cheques/demand drafts lost in mail or in transit.

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Who can Apply

Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an

offer, to be made to the Indian public or any section thereof through this Disclosure Document, and this

Disclosure Document and its contents should not be construed to be a prospectus under the Companies Act.

The following categories of investors, when specifically approached, are eligible to apply for this private

placement of Debentures

• Individuals

• Hindu Undivided Family

• Trust

• Limited Liability Partnerships

• Partnership Firm(s)

• Portfolio Managers 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

• Any other investor eligible to invest in these Debentures

All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in

this Issue.

This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have

been addressed and only such recipients are eligible to apply for the Debentures. Furthermore, NRIs, OCBs, FIIs

and other persons resident outside India are not eligible to apply for or hold the Debentures.

Application by Banks/Corporate Bodies/Mutual Funds/FIs/Trusts/Statutory Corporations

The applications must be accompanied by certified true copies of (i) Memorandum and Articles of

Association/constitution/bye-laws/trust deed; (ii) resolution authorizing investment and containing operating

instructions; and (iii) specimen signatures of authorized signatories; Application made by an Asset Management

Company or custodian of Mutual Fund shall clearly indicate the name of the concerned scheme for which

application is being made.

Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names

and specimen signatures of all authorised signatories must be lodged along with the submission of the completed

Application Form. Further, modifications/additions in the power of attorney or authority should be delivered to

the Company at its Corporate Office.

PAN

Each of the applicants should mention his/her/their PAN allotted under the IT Act. Applications without PAN will

be considered incomplete and are liable to be rejected.

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Basis of Allotment

The Company has the sole and absolute right to allot the Debentures to any applicant.

Right to Accept or Reject Applications

The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full,

without assigning any reason. Application Forms that are not complete in all respects shall be rejected at the sole

and absolute discretion of the Company.

Payment of Coupon/ Interest

Coupon/ Interest will be paid only to the Debenture holders registered in the Register of Debenture holders or in

the Depository Records. The determination of the persons entitled to receive Coupon in respect of the

Debentures (i.e., persons whose names are registered in the register of Debenture holders or the Depositories’

record) shall be made on the Record Date. In the case of joint holders of Debentures, Coupon shall be payable to

the first named Debenture holder.

Redemption

The entire principal amount of the Debentures will be repaid, on or before the Redemption Date. No surrender of

debentures by the debenture holders will be allowed prior to the redemption date.

The Debentures held in the dematerialised form shall be taken as discharged on payment of the redemption

amount by the Company on maturity to the registered debentureholders whose name appears in the Register of

debentureholders on the record date. Such payment will be a legal discharge of the liability of the Company

towards the debentureholders. On such payment being made, the Company will inform Depository and

accordingly, the account of the debentureholders with Depository will be adjusted. On the Company dispatching

the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished. The Company's liability to the debentureholders towards all their rights including for payment or otherwise shall

cease and stand extinguished from the due dates of redemption in all events. Further the Company will not be

liable to pay any compensation from the dates of such redemption.

Place,Currency and Mode of Payment

All obligations of the Company on the Debentures including Coupon, are payable at Mumbai in Indian Rupees

only. The payments will be made through cheques or RTGS/NEFT/Fund Transfer mode. Issue of Debentures in Dematerialised Form

The Debentures will be issued only in dematerialized form. The trading in Debentures will be in dematerialized

mode only. The Company has made arrangements with the depositories for the issue of the Debentures in

dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of

Depositories Act. The Depository Participant’s name, DP-ID and beneficiary account number must be mentioned

at the appropriate place in the Application Form. The Company shall take necessary steps to credit the

Debentures allotted to the depository account of the investor.

Succession

In the event of demise of a Registered Debenture holder of the Debentures, or the first holder in the case of joint

holders, the Company will recognize the executor or administrator of the demised Debenture holder or the

holder of succession certificate or other legal representative of the demised Debenture holder as the Registered

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Debentures holder of such Registered Holder’s Debentures if such a person obtains probate or letter of

administration or is the holder of succession certificate or other legal representation, as the case may be, from a

Court in India having jurisdiction over the matter and delivers a copy of the same to the Company. The Company

may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of

administration or succession certificate or other legal representation, in order to recognize such holder as being

entitled to the Debentures standing in the name of the demised Debenture holder(s) on production of sufficient

documentary proof or indemnity. In case a person other than individual holds the Debentures, the rights in the

Debentures shall vest with the successor acquiring interest therein, including liquidator or such any person

appointed as per the applicable law.

Notices

The notices, communications and writings to the Debenture holder(s) required to be given by the Company shall

be deemed to have been given if sent by registered post to the Registered Debenture holder(s) at the address of

the Debenture holder(s) registered with the Corporate Office.

All notices, communications and writings to be given by the Debenture holder(s) shall be sent by registered post

or by hand delivery to the Company at its Corporate Office or to such persons at such address as may be notified

by the Company from time to time and shall be deemed to have been received on actual receipt of the same. Rights of Debenture holders

The Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those

available to them under the Companies Act. The Debenture shall not confer upon the holder the right to receive

notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company.

Modifications of Rights

The rights, privileges and conditions attached to the Debentures may be varied, modified or abrogated upon a Special

Request or by a Special Resolution duly passed at the meeting of the Debentureholders convened in accordance with the

provisions set out in the Fifth Schedule of the Debenture Trust Deed.

Future Borrowings

The Company shall be entitled, from time to time, to make further issue of Debentures, other debt securities

(whether pari passu or junior to the Debentures) and other instruments and securities to any person or persons

including to the public or a section of the public and/or members of the Company and/or to raise further loans,

advances and/or avail further financial and/or guarantee facilities from financial institutions, banks and/or any

other person(s) without any further approval from or notice to the Debenture holders/Debenture Trustee.

Tax Benefits

A debenture holder is advised to consider in his own case the tax implications in respect of subscription to the

Debentures after consulting his tax advisor.

Refund Cheques

Loss of refund cheques should be intimated to the Company immediately. Upon receipt of request for issue of

duplicate refund cheques, the Company shall consider the same and such issue of duplicate cheques shall be

governed by applicable law and any other conditions as may be prescribed by the Company.

Debenture Trustee

The Company has appointed IDBI Trusteeship Services Limited as the Debenture Trustee. All the rights and

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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 IDBI Trusteeship Services 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.

Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed to be entered into

between the Company and the Debenture Trustee. A notice in writing to the Debenture holders shall be provided

for the same.

Anti Money Laundering

Since these debentures are issued in “compulsory demat mode” and the Company uses depository system for

allotment of the debentures, KYC checks conducted by depository participants at the time of accepting the

customer or transaction under the prevention of money laundering policy adopted by depositories or depository

participant shall be considered adequate irrespective of risk level of the customer or transaction. However, as a

matter of a good practice, Company may examine transactions/clients that may fall under “suspicious

transactions” category as defined under Prevention of Money Laundering Act, 2002 and seek further information

from the clients.

20. MANAGEMENT’S PERCEPTION OF RISK FACTORS

The Issuer believes that the following risk factors may affect its ability to fulfil its obligations in respect of the

Debentures. All of these factors are contingencies which may or may not occur and the Issuer is not in a position

to express a view on the likelihood of any such contingency occurring.

Potential investors should perform their own independent investigation of the financial condition and affairs of

the Issuer, and their own appraisal of the creditworthiness of the Issuer. Potential investors should consult their

own financial, legal, tax and other professional advisors as to the risks and investment considerations with

respect to the Debentures. Potential investors should thereafter form their own views prior to making any

investment decision.

POTENTIAL INVESTORS ARE ADVISED TO CAREFULLY READ THESE PRINCIPAL 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 THE POTENTIAL INVESTOR’S DECISION TO PURCHASE THE

DEBENTURES.

Please note that unless specified or quantified in the relevant risk factors, the Issuer is not in a position to

quantify the financial or other implications of any risk mentioned herein below:

INTERNAL RISK FACTORS

1. Repayment of principal is subject to the credit risk of the Issuer:

Potential investors should be aware that receipt of the principal amount, (i.e. the redemption amount)

and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the

Issuer. Potential investors assume the risk that the Issuer will not be able to satisfy its obligations under

the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or

similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due

on the Debentures may not be made or may be substantially reduced or delayed.

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2. The secondary market for the Debentures may be illiquid.

The Debentures may be illiquid and no secondary market may develop in respect thereof. Even if there is

a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors

may have to hold the Debentures until redemption to realize any value.

3. Credit Risk & Rating Downgrade Risk

CARE has assigned “CARE AA” (Double A) (pronounced “CARE Double A”) rating for long term Debentures

upto Rs. 500 Crores issued in the present Issue. The Issuer cannot guarantee that this rating will not be

downgraded. In the event of deterioration in the financial health of the Issuer, there is a possibility that

the Rating Agency may downgrade the rating of the Debentures. Such a downgrade in the credit rating

may lower the value of the Debentures.

4. Security may be insufficient to redeem the Debentures

The Security for the Debentures consists of a first pari passu mortgage and charge over the Mortgaged

Premises and a charge on the Receivables and Stock in trade to the extent equal to the principal and

interest amounts of the Debentures outstanding at any point of time;

In the event that the Company is unable to meet its payment and other obligations towards

Debentureholders under the terms of the Issue, the Debenture Trustee may enforce the Security as per

the terms of the Debenture Trust Deed and other related documents.

5. Any change in the laws regulating our business may have an adverse impact our business and

impacting our profitability.

The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations

and policies and accounting principles. Any change in the regulatory framework could adversely affect

the profitability of the Issuer or its future financial performance, by requiring a restructuring of its

activities, increasing costs or otherwise.

6. Our exposure to legal and regulatory liability is significant and may subject the Issuer to penalties;

There are also certain legal proceedings involving our Company and our Group companies.

We face significant legal risks in our business and the damages claimed against financial intermediaries

like us might be significant. These risks often may be difficult to assess or quantify and their existence and

magnitude often remain unknown for substantial periods of time.

The RBI vide its letter dated October 12, 2006 passed an order against the Company for non compliance

with the reporting requirements provided in Paragraph 9 (1) (A) and 9 (1)(B) of Schedule 1 to Foreign

Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations

2000 FEMA 20/2000-RB as well as paragraph 9(1) (A) of RBI Circular 16 dated October 4, 2004. These

violations include delay in reporting of receipt of remittance towards share subscription from certain

investors, delay in filing a statutory Form FC-GPR and not obtaining prior approval for transfer of shares

from resident to non-resident.

Further, Mr. Rashesh Shah and Mr. Venkatchalam Ramaswamy as trustees of Edelweiss Employee

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Welfare Trust, transferred 125, 000 equity shares of Rs. 2 face value each to Mr. Navtej Nandra who is a

NRI, for which prior approval, as was required, was not obtained.

The above offences were compounded by RBI compounding order CA No 81/2006 dated March 28, 2007

against payment of penalty of Rs. 1.5 lakh.

The Company had received a notice from the RBI to make a compounding application for non-compliance

of the FEMA provisions in respect of the inward foreign remittance. On an application made in this

regard, RBI vide Compounding Order CA No 2230/2012 dated June 11, 2012 levied a penalty of Rs.

10,000. The said penalty has been discharged by the Company.

In the past SEBI has settled and passed the Consent Order on May 11, 2011, disposing off the proceedings

against the Company, with respect to its Merchant Banking operations. The Company had also submitted

an offer of settlement with Securities and Exchange Commission, USA (SEC) and the same was accepted

by SEC without admitting or denying the findings, in relation to their charges of non-registration as a

broker dealer while acting as a Book Running Lead Manager /Co lead manager in the private placement /

initial public offering / further public offering of Indian issuers, wherein shares were sold or marketed and

also for providing brokerage services to U.S. investors during the period 2008-2011.

The regulators, may, in ongoing and or future proceedings, pass order that could restrict, stop or hamper

our operations, or a part thereof, or levy penalties in connection therewith. This would in turn adversely

affect our operations and profitability.

There are outstanding litigations against our Company and our Group Companies. Decisions in such

proceedings adverse to our interests may have a material adverse effect on us, our results of operations,

reputation and business prospects.

7. The Contingent Liability of the Issuer as on June 30, 2014 could adversely affect its financial position

As on June 30, 2014, the Company had contingent liabilities inter alia in the form of corporate guarantees

etc. provided on behalf of various subsidiaries in favour of various counterparties. If any of these

contingent liabilities materialise, EFSL business, financial condition and results of operation could be

adversely affected.

EXTERNAL RISK FACTORS

8. Any slowdown in the Indian economy or volatility in global commodity prices, could adversely affect our

business and impact our performance.

9. Any political instability could delay the reform of the Indian economy, which could materially adversely

impact our business.

10. Terrorist attacks or war or conflicts involving countries in which we operate or where our customers are

located could adversely affect the financial markets and adversely affect our business.

11. Natural calamities could have an adverse impact on the economies in which we have operations, which

could adversely affect our business and the price of our Equity Shares and the Debentures.

12. The markets for securities bearing emerging market risks, are, to varying degrees, influenced by

economic and securities market conditions in other emerging market countries, including India.

Accordingly, the price and liquidity of the Equity Shares and the Debentures may be subject to significant

fluctuations, which may not necessarily be directly or indirectly related to our financial performance.

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13. Any adverse revision to India's credit rating for domestic and international debt by international rating

agencies may adversely impact our ability to raise additional financing and the interest rates and other

commercial terms at which such additional financing is available.

UNDERTAKINGS BY THE INVESTOR:

The following risks associated to the Debentures, is subject to and pursuant to the terms of the Debentures as

provided in this Disclosure Document. The initial subscriber by subscribing to, and any subsequent purchaser by

purchasing the Debentures, shall be deemed to have agreed, and accordingly the Company shall be entitled to

presume, that each of the initial subscriber, and any subsequent purchaser (Debenture holder, as also referred to

hereinabove and hereinafter):

(A) has

(1) sufficient knowledge (including of applicable laws, rules, regulations, circulars), experience and expertise

as an investor, to make the investment in such Debentures;

(2) not relied on either of the Company, or any of its affiliates, holding company, or any person acting on its

behalf for any information, advice or recommendations of any sort except as regards the accuracy of the

specific factual information about the terms of the Debentures as set out in the Disclosure Document;

(3) understood that information contained in the Disclosure Document, or any other document issued by the

Company is not being construed as business or investment advice; and

(4) made an independent evaluation and judgment of all risks and merits before investing in the

Debentures;

(B) has understood there may be delay in listing of that the Debentures and even after being listed, may not be

marketable or may not have a market at all;

(C) has understood that in the event that the Debenture holder suffers adverse consequences or loss, the

Debenture holder shall be solely responsible for the same and the Company, or any of its affiliates, holding

company, or any person acting on its behalf shall not be responsible, in any manner whatsoever, for any

adverse consequences or loss suffered by the Debenture holder, including but not limited to, on the basis of

any claim that no adequate disclosure regarding the risks involved was made or that the full risks involved

were not explained or understood;

(D) has reviewed the terms and conditions applicable to the Debentures as contained in the Disclosure

Document, and understood the same, and, on an independent assessment thereof, confirmed the same to

be correct and, found the same acceptable for the investment made and has also reviewed the risk

disclosure with respect to the Debentures, and understood the risks, and determined that the Debentures

are a suitable investment.

(E) has received all the information believed to be necessary and appropriate or material in connection with,

and for, the investment in the Debentures;

(F) holds the Debentures as an investment and has not purchased the Debentures on a speculative basis;

(G) as an investor, is knowledgeable about applicable laws, rules, regulations with respect to the Debentures

and is experienced in making investments,;

(I) in investing in the Debentures:

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(i) has obtained such independent and appropriate financial, tax, accounting and legal advice as required

and/or deemed necessary, to enable the Debenture holder to independently evaluate, assess and

understand the appropriateness, merits and risks associated with investing in the Debentures, and also as

to the Debenture holders’ legal competency and ability (including under applicable laws and regulations),

to invest in the Debentures;

(H) undertakes that, if the Debenture holder sells the Debentures to subsequent investors, the Debenture

holder shall ensure, and it is the Debenture holder’s obligation in that regard, that:

(1) the subsequent investors receive the terms and conditions, risks and representations contained in the

Disclosure Document and any other related document and fully understand the Debentures,

(2) sale to subsequent investors will be subject to such investors having confirmed the receipt of all of (1)

above,

(3) the sale and transfer of the Debentures shall be effected only in the manner stipulated: by the Stock

Exchange in accordance with the rules, regulations and bye-laws of the Stock Exchange;

(I) has the legal ability to invest in the Debentures, and the investment does not contravene any provision of

any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the

Debenture holder, or its assets;

(J) where the Debenture holder is a partnership firm:-

(i) its investing in the Debentures on its terms is within the scope of its investment policy and is not in

conflict with the provisions of the partnership deed currently in force;

(ii) the investment in Debentures is being made by and on behalf of the partners (and binds all the

partners jointly and severally), and that the partnership is in force and existing, and the investment has

been ratified by all of the partners, jointly and severally;

(iii) the investment in Debentures has been duly authorised by all the partners, and does not contravene

any provisions of the partnership deed, or any law, regulation or contractual restriction or obligation or

undertaking binding on or affecting the partnership or its assets or any of the partners or their

respective assets;

(iv) for any minor as may have been admitted to the benefits of the partnership, the legal guardian of the

minor has confirmed that the above applies equally to the minor as if the minor were a partner; and

(v) for any Hindu Undivided Family (“HUF”) that may be partner, the Karta declares that the above equally

binds each of the co-parcenors and beneficiaries of the HUF; and

(K) where the Debenture holder is a Company, also confirms that:-

(i) notwithstanding the variable nature of the return on the Debentures, the Debenture holder is not

precluded under any law, rules, regulations and/ or circular/s issued by any statutory authority/ies

including under the Companies Act, 2013 and the Rules framed thereunder, from investing in the

Debentures;

(ii) all necessary corporate or other necessary action has been taken to authorize, and that the

Debentureholder has corporate ability and authority, to invest in the Debentures; and

(iii) investment in the Debentures does not contravene any provisions of the memorandum and the articles

of association, or any law, regulation or contractual restriction or obligation or undertaking binding on

or affecting the Debenture holder or the Debenture holder’s assets.

(L) where there is an intermediary who sells the Debentures (“Intermediary”), it also confirms that:-

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(i) it is registered with SEBI;

(ii) it is fully in compliance with the laws and regulations applicable to it including the Prevention of Money

Laundering Act, 2002 (“PML Act”), the Prevention of Money Laundering (Maintenance of Records of the

Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing

Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking

Companies, Financial Institutions and Intermediaries) Rules, 2005 (“PML Rules”), the requirements of

Circular dated 20th March 2006 “Guidelines on Anti-Money Laundering Standards” of the SEBI (“AML

Guidelines”) together with the PML Act and the PML Rules, the “AML Laws & Rules”), all applicable

know-your-client norms (“KYC Guidelines”) and all applicable rules, regulation and guidelines issued by

any relevant regulator;

(iii) the Intermediary is appropriately selling the Debentures to its Clients /the investor(s) and such sale of

the Debentures is within the scope of its authority and accordingly binds each of the Clients/ investor(s).

The Intermediary has independently satisfied itself:

(a) as to the suitability and appropriateness of the investment in the Debentures as regards each of

the Clients / investor(s);

(b) as to the capacity and authority of each of the Clients / investor(s) to invest in such Debentures

including obtaining of any licenses, authorizations, permissions, sanctions, consents or approvals;

and

(c) that such sale of the Debentures will not contravene any applicable law.

(iv) Should there be any dispute by the Clients / investor(s) or any of them as regards the investment in the

Debentures including but not limited to the scope of its authority with regard to such investment, the

Intermediary shall be deemed to be the principal and any loss or liability arising out of the investment in

the Debentures shall be to Intermediary’s own account and/or dealt with entirely by the Intermediary

with each of the Clients / investor(s), with no reference to the Issuer;

(v) the Intermediary has conducted suitability and appropriateness checks on each of its clients / the

investor(s) and the Intermediary has fully advised each of its Clients / the investor(s) of the risks relating

to investment in the Debentures and the rights of such Clients / investor(s) against the Intermediary as

its principal and accepts responsibility for such advice;

(vi) the Intermediary has strictly complied with all applicable AML Laws & Rules and KYC Guidelines in

relation to each of the Clients / investor(s);

(vii) the Intermediary consents to the disclosure or provision by the Issuer to any governmental or

regulatory authority, or under any requirement of law, any information regarding the Client / investor

(to the extent made available to the Issuer by the Intermediary) and the investment in the Debenture,

as required of the Issuer under applicable regulations and/or as requested by any governmental or

regulatory authority or under a provision of law;

(viii) the Intermediary has ensured that the Client / investor has understood the risks involved in investment

in the Debentures and is capable of taking the risks posed by the Debentures and has satisfied itself that

the Debentures are suitable to the risk profile of the Client / investor and on request of the Issuer, the

Intermediary shall produce documentary evidence to substantiate the same;

(ix) the Intermediary shall provide its Clients / the investor(s) with a copy of the Offer Document;

(x) the Intermediary further agrees to provide to the Issuer such additional information that the Issuer

deems necessary or appropriate in order for the Issuer to comply with any such regulations and/or

requests or requirements;

(xi) the Intermediary also further agrees (including on the basis of any request made by the Issuer in this

regard), to provide, to any governmental or regulatory authority any information regarding any or all of

the Clients / investor(s), the investment in the Debenture as required under regulations and/or as

requested by any governmental or regulatory or other authority;

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(xii) the Intermediary further agrees that it is appropriately selling these Debentures to its Clients / the

investor(s) and that the activities of the Intermediary has not violated and will not violate applicable

laws. The Intermediary confirms and undertakes that it has not and will not use the name of the Issuer

or any of its group entities or any of the words in any of its advertisement or any marketing material

and the Intermediary has not acted and shall not act in a manner that would render this Issue of

Debentures, an offer to the public; and

(xiii) the Intermediary shall be responsible and liable to the Issuer for any penalties, losses etc. occasioned to

the Issuer, its directors or employees, as a result of default or breach by the Intermediary of the

confirmations / declarations contained hereinabove.

21. Disclaimers

This Disclosure Document in relation to the Debentures is made available by the Company to the applicant on the

further strict understanding that

(i) the applicant is a “Person Resident in India” as defined under the Foreign Exchange Management Act,

1999,

(ii) in providing this Disclosure Document to the applicant, the applicant confirms that there will be no

violation of rules, regulations and byelaws issued by any applicable authority including those issued by

the Securities and Exchange Board of India;

(iii) the applicant has sufficient knowledge, experience, and professional advice to make his own evaluation

of the merits and risks of a transaction of the type under this Disclosure Document; and

(iv) the applicant is not relying on the Issuer nor on any of the affiliates or the Holding Company for

information, advice or recommendations of any sort except for the accuracy of specific factual

information about the possible terms of the transaction.

The Company is not acting as the advisor or agent of the applicant. This Disclosure Document does not purport to

identify for the applicant, the risks (direct or indirect) or other material considerations, which may be associated

with the applicant entering into the proposed transaction. Prior to entering into any proposed transaction, the

applicant should independently determine, without reliance upon the Company or the affiliates of the Company

or the Holding Company, the economic risks and merits, as well as the legal, tax, and accounting characterizations

and consequences of the transaction and including that the applicant is able to assume these risks.

This Disclosure Document and its contents are the Company’s property, and are to be considered proprietary

information and may not be reproduced or otherwise disseminated in whole or in part without the Issuer’s

written consent unless required to by judicial or administrative proceeding, and then with prior notice to the

Company.

No liability whatsoever is accepted for any loss arising (whether direct or consequential) from any use of the

information contained in this Disclosure Document. The Company undertakes no obligation to effect any updates

on information. Any opinions attributed to the Company, and/or the affiliates of the Company and / or the

Holding Company constitute the Company’s judgment as of the date of the material and are subject to change

without notice. Provision of information may cease at any time without reason or notice being given.

NOTE:

This Disclosure Document is not intended for distribution and it is meant solely for the consideration of the

person to whom it is addressed and should not be reproduced by the recipient. The Debentures mentioned

herein are being issued on a private placement basis and this offer does not constitute nor should it be

considered a public offer/invitation. Nothing in this Disclosure Document shall constitute and/or deem to

constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or

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otherwise acquire the Debentures. This Disclosure Document and the contents hereof are restricted for only the

intended recipient(s) who have been addressed directly through a communication by the Company and have

been marked against the serial number provided herein and only such recipients are eligible to apply for the

Debentures. Furthermore, NRIs, OCBs, FIIs and other persons resident outside India are not eligible to apply for

or hold the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable

to them for investing in this Issue. The Company or any other parties, whose names appear herein, shall not be

liable for any statements made herein or any event or circumstance arising therefrom. Potential investors are

required to make their own independent evaluation and judgment before making the investment and are

believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in

such instruments.

Stock Exchange Disclaimer Clause

It is to be distinctly understood that filing of this Disclosure Document with the Stock Exchange should not, in any

way, be deemed or construed that the same has been cleared or approved by the Stock Exchange. The Stock

Exchange 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 Disclosure Document.

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22. SUMMARY TERM SHEET

Please find below a summary term sheet

Security Name EFSL NCD Oct 5, 2017 EFSL NCD Jan 19, 2018 EFSL NCD Oct 24, 2017

Issuer Edelweiss Financial Services Limited

Type of Instrument Secured Redeemable Non-Convertible Debentures

Nature of Instrument Secured

Seniority Senior

Mode of Issue Private Placement

Issue Size Rs 6.5 Crores Rs 5 Crores Rs 6 Crores

Option to retain

oversubscription (Amount)

Not Applicable

Eligible Investors The following categories of investors, when specifically approached, are eligible to

apply for this private placement of Debentures

• Individuals

• Hindu Undivided Family

• Trust

• Limited Liability Partnerships

• Partnership Firm(s)

• Portfolio Managers 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

• Any other investor eligible to invest in these Debentures

Minimum Application Size 1 Debenture and in multiples of 1 Debenture thereafter.

Face Value Rs. 10,00,000/- per Debenture

Issue Price Rs. 10,00,000/- per Debenture

Discount at which

Debenture is issued and

the effective yield as a

result of such discount

Not Applicable

Tenor 1074 days 1180 days 1093 days

Yield 10.90 % p.a. 10.90 % p.a. 10.90 % p.a.

Step Up/ Step Down

Coupon Rate

Coupon payment

frequency

on Maturity

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Coupon payment dates Not Applicable

Coupon Zero Coupon Zero Coupon Zero Coupon

Coupon Reset Process

(including rates, spread,

effective date, interest

rate cap and floor etc)

Not Applicable

Day Count Basis Actual ⁄ Actual

Interest on Application

Money

Not Applicable

Default interest rate Not Applicable

Redemption Date 05/10/2017 19/01/2018 24/10/2017

Redemption Amount Rs.1355843/-per

debenture

Rs.1397199/-per

debenture

Rs.1363135/-per

debenture

Redemption Premium /

Discount

Rs.355843/-per

debenture

Rs.397199/-per

debenture

Rs.363135/-per

debenture

Discount at which security

is issued and the effective

yield as a result of such

discount

Not Applicable

Put Option Date Not Applicable

Put Option Price Not Applicable

Put Notification Time Not Applicable

Call Option Date Not Applicable

Call Option Price Not Applicable

Call Notification Time Not Applicable

Listing The Company proposes to list the Debentures on the Wholesale Debt Segment of

BSE Limited. The Company confirms that the Debentures would be listed within 20

days from the Deemed Date of Allotment.

Market Lot The minimum lot size for trading shall be 1 Debenture and in multiples of 1

thereafter

Issuance mode of

Debentures

Demat

Trading mode of the

Debentures

Demat

Depository NSDL / CDSL

Security (a) a first pari passu mortgage and charge over the Mortgaged Premises;

(b) a charge on the Current Assets to the extent equal to the Redemption

value of the Debentures.

Security cover of 1x times.

The said security shall be created within 90 days from the Deemed Date of

Allotment.

Rating “CARE AA” (pronounced “CARE Double A”) by CARE. Instruments with this rating

are considered to have high degree of safety regarding timely servicing of financial

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obligations

Objects of the Issue The Issuer proposes to augment its long term resources

of funds to carry on its business operations

Details of the Utilisation of

the proceeds

The proceeds of the issue of Debentures would be utilized for general corporate

purposes.

Settlement mode of the

Debentures

Redemption

amount shall be done by RTGS/cheque to the holders of the NCDs as on the Record

Date.

Working day / Business

days Convention

All days except Saturday, Sunday and any public holiday on whi

are open for business.

Holiday Convention Should any of the date(s), including the Date of Allotment/Deemed Date of

Allotment, or the Record Date, as defined in the Disclosure Document, falls on a

Saturday or Sunday or a public holiday

available for any reason whatsoever at a place where the Registered/Corporate

Office is situated, the next Working Day shall be considered as the effective date.

Should the Maturity Date or Redemption Date of the debt s

Saturday, Sunday or a public holiday or no high value clearing or RTGS is available

for any reason whatsoever at a place where the Registered/Corporate Office is

situated, the redemption proceeds shall be paid on the previous working d

Record Date The date, as may be fixed by the Company, which would be 15 days (or such other

date as the Board may decide) for determination of the persons entitled to receive

Interest and/or Principal amount in respect of the Debentures

Conditions Subsequent to

Disbursement

Not Applicable

Conditions Precedent for

Investment

The investment will be subject to conditions, including those stated below:

• Issuer shall meet all the regulatory requirement relating to companies

• Corporate approvals from the

of Issuer shall have been received for the execution, delivery and performance

by Issuer for issuance of NCDs to Investors in accordance with the terms of the

Issuance;

Events of Default

An Event of

circumstances, including those mentioned hereunder:

• Breach of the covenants

• Issuer does not pay, on the due date, any amount payable pursuant to any of

the Transaction Documents;

• If Issuer voluntarily or compulsorily goes into liquidation or ever has a receiver

appointed in respect of its assets or refers itself to the Board for Industrial and

Financial Reconstruction or under any other law providing protection as a relief

undertak

• If Issuer commences a voluntary proceeding under any applicable bankruptcy,

insolvency, winding up or other similar law now or hereafter in effect, or

admits inability to pay its respective debts as they fall due, or consents to the

entry of an order

consents to the appointment of or the taking of possession by a receiver,

liquidator, assignee (or similar official) for any or a substantial part of its

respective property

Provisions related to Cross Not Applicable

obligations. Such instruments carry very low credit risk.

The Issuer proposes to augment its long term resources to meet its requirements

of funds to carry on its business operations

The proceeds of the issue of Debentures would be utilized for general corporate

Redemption proceeds comprising of the value of Principal, Interest and Premium

amount shall be done by RTGS/cheque to the holders of the NCDs as on the Record

All days except Saturday, Sunday and any public holiday on whi

are open for business.

Should any of the date(s), including the Date of Allotment/Deemed Date of

Allotment, or the Record Date, as defined in the Disclosure Document, falls on a

Saturday or Sunday or a public holiday or no high value clearing or RTGS is

available for any reason whatsoever at a place where the Registered/Corporate

Office is situated, the next Working Day shall be considered as the effective date.

Should the Maturity Date or Redemption Date of the debt s

Saturday, Sunday or a public holiday or no high value clearing or RTGS is available

for any reason whatsoever at a place where the Registered/Corporate Office is

situated, the redemption proceeds shall be paid on the previous working d

The date, as may be fixed by the Company, which would be 15 days (or such other

date as the Board may decide) for determination of the persons entitled to receive

Interest and/or Principal amount in respect of the Debentures

Not Applicable

The investment will be subject to conditions, including those stated below:

Issuer shall meet all the regulatory requirement relating to companies

Corporate approvals from the Board of Directors and shareholders (if required)

of Issuer shall have been received for the execution, delivery and performance

by Issuer for issuance of NCDs to Investors in accordance with the terms of the

Issuance;

An Event of Default shall have occurred upon the happening of any event or

circumstances, including those mentioned hereunder:

Breach of the covenants

Issuer does not pay, on the due date, any amount payable pursuant to any of

the Transaction Documents;

If Issuer voluntarily or compulsorily goes into liquidation or ever has a receiver

appointed in respect of its assets or refers itself to the Board for Industrial and

Financial Reconstruction or under any other law providing protection as a relief

undertaking;

If Issuer commences a voluntary proceeding under any applicable bankruptcy,

insolvency, winding up or other similar law now or hereafter in effect, or

admits inability to pay its respective debts as they fall due, or consents to the

entry of an order for relief in an involuntary proceeding under any such law, or

consents to the appointment of or the taking of possession by a receiver,

liquidator, assignee (or similar official) for any or a substantial part of its

respective property

Not Applicable

to meet its requirements

The proceeds of the issue of Debentures would be utilized for general corporate

proceeds comprising of the value of Principal, Interest and Premium

amount shall be done by RTGS/cheque to the holders of the NCDs as on the Record

All days except Saturday, Sunday and any public holiday on which banks in Mumbai

Should any of the date(s), including the Date of Allotment/Deemed Date of

Allotment, or the Record Date, as defined in the Disclosure Document, falls on a

or no high value clearing or RTGS is

available for any reason whatsoever at a place where the Registered/Corporate

Office is situated, the next Working Day shall be considered as the effective date.

Should the Maturity Date or Redemption Date of the debt securities falls on a

Saturday, Sunday or a public holiday or no high value clearing or RTGS is available

for any reason whatsoever at a place where the Registered/Corporate Office is

situated, the redemption proceeds shall be paid on the previous working day.

The date, as may be fixed by the Company, which would be 15 days (or such other

date as the Board may decide) for determination of the persons entitled to receive

Interest and/or Principal amount in respect of the Debentures.

The investment will be subject to conditions, including those stated below:

Issuer shall meet all the regulatory requirement relating to companies

Board of Directors and shareholders (if required)

of Issuer shall have been received for the execution, delivery and performance

by Issuer for issuance of NCDs to Investors in accordance with the terms of the

Default shall have occurred upon the happening of any event or

Issuer does not pay, on the due date, any amount payable pursuant to any of

If Issuer voluntarily or compulsorily goes into liquidation or ever has a receiver

appointed in respect of its assets or refers itself to the Board for Industrial and

Financial Reconstruction or under any other law providing protection as a relief

If Issuer commences a voluntary proceeding under any applicable bankruptcy,

insolvency, winding up or other similar law now or hereafter in effect, or

admits inability to pay its respective debts as they fall due, or consents to the

for relief in an involuntary proceeding under any such law, or

consents to the appointment of or the taking of possession by a receiver,

liquidator, assignee (or similar official) for any or a substantial part of its

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Default Clause

Issue Opening Date 27/10/2014

Issue Closing Date 27/10/2014

Pay-in-Date 27/10/2014

Deemed Date of Allotment 27/10/2014

Roles and Responsibilities

of Debenture Trustee

Regulation 15 of the SEBI (Debenture

of the Debenture Trustees including following :

1. Call for periodical reports from the issuer.

2. To take possession of Trust property in accordance with the provisions of

the Trust Deed.

3. To enforce

4. To ensure on a continuous basis that the property charged to debentures

is available and adequate at all times to discharge the Interest and/ or

Principal amount payable to debenture holders.

5. To exer

provisions of the Companies Act, the listing agreement of the stock

exchange or the trust deed.

6. To take appropriate measures for protecting the interest of debenture

holders as soon as there

7. To ascertain that the debentures have been redeemed or converted in

accordance to the provisions of the offer document.

8. To inform SEBI immediately of any breach of trust deed or provision and

law

9. To appoint a Nominee Di

As a Debenture Trustee it may have to take st

1. To ensure that the assets of the company issuing debentures are sufficient

to discharge the principal amount at all times.

2. To satisfy himself that the prospectus does not contain any matter which is

inconsistent with the t

3. To ensure that the company does not commit any breach of covenants of

the Trust Deed or Terms of issue of Debentures.

4. To take such reasonable steps to remedy any breach of the covenants of

the Trust Deed.

5. To take steps to c

meeting is required to be held.

Governing Law and

Jurisdiction

The Debentures are governed by and will be construed in accordance with the

Indian law. The Company, the Debentures and Company’s

Debentures shall, at all times, be subject to the directions of SEBI. The Debenture

holders, by purchasing the Debentures, agree that the Mumbai High Court shall

have exclusive jurisdiction with respect to matters relating to the Debe

Other Terms Security Creation:

In case of delay in execution of Trust Deed and Charge documents, the Company

27/10/2014

27/10/2014

27/10/2014

27/10/2014

Regulation 15 of the SEBI (Debenture Trustees) Regulations 1993, prescribes duties

of the Debenture Trustees including following :

Call for periodical reports from the issuer.

To take possession of Trust property in accordance with the provisions of

the Trust Deed.

To enforce security in the interest of the debenture holders.

To ensure on a continuous basis that the property charged to debentures

is available and adequate at all times to discharge the Interest and/ or

Principal amount payable to debenture holders.

To exercise due diligence to ensure compliance by the issuer with the

provisions of the Companies Act, the listing agreement of the stock

exchange or the trust deed.

To take appropriate measures for protecting the interest of debenture

holders as soon as there is a breach of Trust Deed.

To ascertain that the debentures have been redeemed or converted in

accordance to the provisions of the offer document.

To inform SEBI immediately of any breach of trust deed or provision and

law

To appoint a Nominee Director on the Board of Issuer in the event of:

• Two consecutive defaults in payment of Interest to the Debenture

holders or

• Default in creation of security for debentures or

• Default in redemption of debentures

As a Debenture Trustee it may have to take steps as he may deem fit

To ensure that the assets of the company issuing debentures are sufficient

to discharge the principal amount at all times.

To satisfy himself that the prospectus does not contain any matter which is

inconsistent with the terms of the Debentures.

To ensure that the company does not commit any breach of covenants of

the Trust Deed or Terms of issue of Debentures.

To take such reasonable steps to remedy any breach of the covenants of

the Trust Deed.

To take steps to call a meeting of holders of Debentures as and when such

meeting is required to be held.

The Debentures are governed by and will be construed in accordance with the

Indian law. The Company, the Debentures and Company’s obligations under the

Debentures shall, at all times, be subject to the directions of SEBI. The Debenture

holders, by purchasing the Debentures, agree that the Mumbai High Court shall

have exclusive jurisdiction with respect to matters relating to the Debe

Security Creation:

In case of delay in execution of Trust Deed and Charge documents, the Company

Trustees) Regulations 1993, prescribes duties

To take possession of Trust property in accordance with the provisions of

security in the interest of the debenture holders.

To ensure on a continuous basis that the property charged to debentures

is available and adequate at all times to discharge the Interest and/ or

cise due diligence to ensure compliance by the issuer with the

provisions of the Companies Act, the listing agreement of the stock

To take appropriate measures for protecting the interest of debenture

To ascertain that the debentures have been redeemed or converted in

To inform SEBI immediately of any breach of trust deed or provision and

rector on the Board of Issuer in the event of:-

Two consecutive defaults in payment of Interest to the Debenture

Default in creation of security for debentures or

eps as he may deem fit –

To ensure that the assets of the company issuing debentures are sufficient

To satisfy himself that the prospectus does not contain any matter which is

To ensure that the company does not commit any breach of covenants of

To take such reasonable steps to remedy any breach of the covenants of

all a meeting of holders of Debentures as and when such

The Debentures are governed by and will be construed in accordance with the

obligations under the

Debentures shall, at all times, be subject to the directions of SEBI. 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.

In case of delay in execution of Trust Deed and Charge documents, the Company

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will refund the subscription with agreed rate of interest or will pay penal interest

of atleast 2% p.a. on the Face Value of the Debentures till these conditions are

complied with at the option of the investor.

Default in Payment :

In case of default in payment of interest, premium and/ or principal amount on the

due date, additional interest of

Debentures will be payable by the Company for the defaulting period.

Delay in Listing:

In case of delay in listing of the debt securities beyond 30 days from the Deemed

Date of Allotment, the Company will pay pe

Face Value of the Debenture from the expiry of 30 days from the Deemed Date of

Allotment till the listing of such debt securities to the investor.

The interest rates mentioned in above three cases are the minimum in

payable by the Company and are independent of each other.

Material Transaction

Documents

• Letter appointing IDBI Trusteeship Services Limited, as Trustee to the

Debenture holders (“Debenture Trustee”).

• Letter appointing Link Intime India Pvt

(“Registrar”).

• Memorandum & Articles of Association of the Company.

• Board Resolution dated July 31, 2009 authorizing issue of Debentures

offered under terms of the Disclosure Document.

• Letter from Rating agency conveyin

of the Company (not more than 1 month old from the deemed date of

allotment).

• Rating rationale pertaining to the NCDs.

• Any other documentation in form and substance customary for

Transactions of this nature.

Letter of Allotment The Issuer shall ensure the Debentures are credited to the demat accounts of

investors within 2 working days from the Deemed Date of Allotment

Debenture Trustee IDBI Trusteeship Services Limited

Approvals The Issuer agrees to comply with

Issuer will be responsible for taking all the necessary authorizations and / or

approvals internal, external regulatory, statutory or otherwise

will refund the subscription with agreed rate of interest or will pay penal interest

2% p.a. on the Face Value of the Debentures till these conditions are

complied with at the option of the investor.

Default in Payment :

In case of default in payment of interest, premium and/ or principal amount on the

due date, additional interest of atleast @ 2% p.a. on the Face Value of the

Debentures will be payable by the Company for the defaulting period.

Delay in Listing:

In case of delay in listing of the debt securities beyond 30 days from the Deemed

Date of Allotment, the Company will pay penal interest of atleast 1 % p.a. on the

Face Value of the Debenture from the expiry of 30 days from the Deemed Date of

Allotment till the listing of such debt securities to the investor.

The interest rates mentioned in above three cases are the minimum in

payable by the Company and are independent of each other.

Letter appointing IDBI Trusteeship Services Limited, as Trustee to the

Debenture holders (“Debenture Trustee”).

Letter appointing Link Intime India Pvt Ltd as Registrar and Transfer Agent

(“Registrar”).

Memorandum & Articles of Association of the Company.

Board Resolution dated July 31, 2009 authorizing issue of Debentures

offered under terms of the Disclosure Document.

Letter from Rating agency conveying the credit rating for the Debentures

of the Company (not more than 1 month old from the deemed date of

allotment).

Rating rationale pertaining to the NCDs.

Any other documentation in form and substance customary for

Transactions of this nature.

The Issuer shall ensure the Debentures are credited to the demat accounts of

investors within 2 working days from the Deemed Date of Allotment

IDBI Trusteeship Services Limited

The Issuer agrees to comply with all applicable laws in respect of the Issue. The

Issuer will be responsible for taking all the necessary authorizations and / or

approvals internal, external regulatory, statutory or otherwise

will refund the subscription with agreed rate of interest or will pay penal interest

2% p.a. on the Face Value of the Debentures till these conditions are

In case of default in payment of interest, premium and/ or principal amount on the

atleast @ 2% p.a. on the Face Value of the

Debentures will be payable by the Company for the defaulting period.

In case of delay in listing of the debt securities beyond 30 days from the Deemed

nal interest of atleast 1 % p.a. on the

Face Value of the Debenture from the expiry of 30 days from the Deemed Date of

Allotment till the listing of such debt securities to the investor.

The interest rates mentioned in above three cases are the minimum interest rates

Letter appointing IDBI Trusteeship Services Limited, as Trustee to the

Ltd as Registrar and Transfer Agent

Memorandum & Articles of Association of the Company.

Board Resolution dated July 31, 2009 authorizing issue of Debentures

g the credit rating for the Debentures

of the Company (not more than 1 month old from the deemed date of

Any other documentation in form and substance customary for

The Issuer shall ensure the Debentures are credited to the demat accounts of

investors within 2 working days from the Deemed Date of Allotment

all applicable laws in respect of the Issue. The

Issuer will be responsible for taking all the necessary authorizations and / or

approvals internal, external regulatory, statutory or otherwise

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Annexure A

Details of Non Convertible Debentures as on June 30, 2014

Debenture Series Tenor/ Period

of Maturity

Coupon Amount Date of

Allotment

Redemption

Date/

Schedule

Credit Rating Secured/

Unsecured

Security

EFSL NCD

27Nov2016

2 years 9

months 26

days

Zero Rs. 60

Crores

January 21,

2014

November

16, 2016

CARE AA

(pronounced “CARE

Double A”)

Secured Refer DTD dated

April 17, 2014

EFSL NCD

28Sept2015

18 months Fixed Rs. 75

Crores

March 28,

2014

September

28, 2015

CARE AA

(pronounced “CARE

Double A”)

Secured Refer DTD dated

April 17, 2014

EFSL NCD

21Apr2016

2 years Fixed Rs. 10

Crores

March 28,

2014

April 21,

2016

CARE AA

(pronounced “CARE

Double A”)

Secured Refer DTD dated

April 17, 2014

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Annexure B

Details of Corporate Guarantee issued by

Edelweiss Financial Services Limited as on June 30, 2014

(Rs. In Crores)

Name of the Entities Corporate Guarantee given by

EFSL

ECL Finance Limited 3,567.29

Edelweiss Commodities Services

Limited

742.00

Edelweiss Housing Finance Limited 1,230.00

Edelweiss Securities Limited 990.00

Edelweiss Finance & Investments

Limited

47.00

EC Global Limited 90.14

Aster Commodities DMCC 294.46

Edel Intl (Singapore) 270.42

Grand Total 7,231.31

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Consolidated Financial Results for the quarter and year ended 31 March 2012

(Rs. in Crores)

Particulars March December March March March

31, 2012 31, 2011 31, 2011 31, 2012 31, 2011

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

1 Income from operations

(a) Fee and commission income 92.27 76.93 102.33 321.31 414.05

(b) Interest and treasury income 365.48 369.69 274.87 1,309.95 1,006.84

(c) Premium from Life Insurance business 7.49 2.46 0.00 10.72 0.00

(d) Other operating income 4.12 2.03 4.28 10.98 14.72

Total income from operations 469.36 451.11 381.48 1,652.96 1,435.61

2 Expenses

(a) Employee benefits expense 78.07 69.72 64.20 271.21 235.42

(b) Depreciation and amortisation expense 15.64 12.31 6.74 42.19 20.40

(c) Other expenses 91.80 90.76 79.45 328.94 290.21

Total expenses 185.51 172.79 150.39 642.34 546.03

3 Profit / (Loss) from operations before other income and finance costs (1-2) 283.85 278.32 231.09 1,010.62 889.58

4 Other income 5.63 -0.82 1.10 8.19 3.58

5 Profit / (Loss) from ordinary activities before finance costs (3+4) 289.48 277.50 232.19 1,018.81 893.16

6 Finance costs 234.60 234.52 158.67 829.65 532.85

7 Profit / (Loss) before tax (5-6) 54.88 42.98 73.52 189.16 360.31

8 Tax expense 22.64 16.23 16.25 68.09 103.10

9 Net Profit / (Loss) after tax (7-8) 32.24 26.75 57.27 121.07 257.21

10 Share of profit / (loss) of associates 4.01 3.50 -9.29 9.54 -10.29

11 Minority interest -2.51 0.81 4.72 2.87 13.90

12 Net Profit / (Loss) after taxes, minority interest and share of profit / (loss) of associates (9+10-11) 38.76 29.44 43.26 127.74 233.02

13 Paid-up equity share capital (Face Value of Re. 1/- Per Share) 75.68 75.66 75.20 75.68 75.20

14 Reserves excluding Revaluation Reserves 2,559.17 2,364.68

15 Earnings Per Share (EPS) in Rupees (Face Value of Re. 1/- Per Share)

- Basic (Not annualised) 0.51 0.39 0.58 1.69 3.10

- Diluted (Not annualised) 0.50 0.38 0.56 1.66 3.00

16 PARTICULARS OF SHAREHOLDING

a Public shareholding

- Number of shares 47,10,83,590 47,09,30,590 46,63,10,590 47,10,83,590 46,63,10,590

- Percentage of shareholding 62.25% 62.24% 62.01% 62.25% 62.01%

ANNEXURE - C

Quarter Ended Year Ended

Edelweiss Financial Services LimitedRegistered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-42273838

b Promoters & promoter group shareholding

a) Pledged/ Encumbered

- Number of shares 3,52,16,667 3,52,16,667 3,26,00,000 3,52,16,667 3,26,00,000

- Percentage of shares (as a % of total shareholding of promoter and promoter group) 12.33% 12.33% 11.41% 12.33% 11.41%

- Percentage of shares (as a % of total share capital of the company) 4.65% 4.65% 4.33% 4.65% 4.33%

b) Non-encumbered

- Number of shares 25,04,99,023 25,04,99,023 25,31,15,690 25,04,99,023 25,31,15,690

- Percentage of shares (as a % of total shareholding of promoter and promoter group) 87.67% 87.67% 88.59% 87.67% 88.59%

- Percentage of shares (as a % of total share capital of the company) 33.10% 33.11% 33.66% 33.10% 33.66%

Standalone Financial Results for the quarter and year ended 31 March 2012

(Rs. in Crores)

Particulars March December March March March

31, 2012 31, 2011 31, 2011 31, 2012 31, 2011

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

1 Income from operations 52.79 46.04 111.52 206.95 439.55

2 Expenses

(a) Employee benefits expense 7.78 9.25 9.99 37.35 37.85

(b) Depreciation and amortisation expense 0.47 0.42 0.45 1.71 1.42

(c) Other expenses 5.95 10.64 14.30 32.63 37.75

Total expenses 14.20 20.31 24.74 71.69 77.02

3 Profit / (Loss) from operations before other income and finance costs (1-2) 38.59 25.73 86.78 135.26 362.53

4 Other income 0.26 0.00 0.00 0.34 0.00

5 Profit / (Loss) from ordinary activities before finance costs (3+4) 38.85 25.73 86.78 135.60 362.53

6 Finance costs 23.21 14.43 77.40 59.62 300.16

7 Profit / (Loss) before tax (5-6) 15.64 11.30 9.38 75.98 62.37

8 Tax expense 0.09 0.68 -4.25 7.34 3.65

9 Net Profit / (Loss) after tax (7-8) 15.55 10.62 13.63 68.64 58.72

10 Paid-up equity share capital (Face Value of Re. 1/- Per Share) 75.68 75.66 75.20 75.68 75.20

11 Reserves excluding Revaluation Reserves 1,274.95 1,247.73

12 Earnings Per Share (EPS) in Rupees (Face Value of Re. 1/- Per Share)

- Basic (Not annualised) 0.21 0.14 0.18 0.91 0.78

- Diluted (Not annualised) 0.20 0.14 0.18 0.89 0.76

13 Debt Service Coverage Ratio (DSCR) * 0.06 0.10

14 Interest Service Coverage Ratio (ISCR) ** 2.27 1.21

15 PARTICULARS OF SHAREHOLDING

a Public shareholding (Refer note 6)

- Number of shares 47,10,83,590 47,09,30,590 46,63,10,590 47,10,83,590 46,63,10,590

- Percentage of shareholding 62.25% 62.24% 62.01% 62.25% 62.01%

b Promoters & promoter group shareholding (Refer note 6)

a) Pledged/ Encumbered

- Number of shares 3,52,16,667 3,52,16,667 3,26,00,000 3,52,16,667 3,26,00,000

- Percentage of shares (as a % of total shareholding of promoter and promoter group) 12.33% 12.33% 11.41% 12.33% 11.41%

- Percentage of shares (as a % of total share capital of the company) 4.65% 4.65% 4.33% 4.65% 4.33%

Quarter Ended Year Ended

b) Non-encumbered

- Number of shares 25,04,99,023 25,04,99,023 25,31,15,690 25,04,99,023 25,31,15,690

- Percentage of shares (as a % of total shareholding of promoter and promoter group) 87.67% 87.67% 88.59% 87.67% 88.59%

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Edelweiss Financial Services LimitedRegistered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-42273838

- Percentage of shares (as a % of total share capital of the company) 33.10% 33.11% 33.66% 33.10% 33.66%

* DSCR = Profit before interest and tax / (Gross interest expense + Principal repayment in next six months)

** ISCR = Profit before interest and tax / Gross Interest expense

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Edelweiss Financial Services LimitedRegistered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-42273838

1

2

3

4

5

6

7

8 Consolidated Segment Results

(Rs. in Crores)

Particulars March December March March March

31, 2012 31, 2011 31, 2011 31, 2012 31, 2011

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

Agency 119.16 128.64 88.24 375.13 446.62

Capital Based 337.25 311.60 280.59 1,231.18 975.27

Unallocated 22.59 13.55 4.46 64.38 7.01

Total income 479.00 453.79 373.29 1,670.69 1,428.90

Agency 15.81 11.73 28.97 33.62 147.69

Capital Based 73.33 54.48 69.42 244.05 371.69

Unallocated -30.25 -19.73 -34.16 -78.97 -169.36

Profit / (Loss) before tax 58.89 46.48 64.23 198.70 350.02

Agency 561.52 536.44 783.18 561.52 783.18

Capital Based 1,695.27 1,687.94 1,640.01 1,695.27 1,640.01

Unallocated 379.24 412.20 16.77 379.24 16.77

Total capital employed 2,636.03 2,636.58 2,439.96 2,636.03 2,439.96

The consolidated and standalone financial results of Edelweiss Financial Services Limited ('EFSL' or 'the Company') for the quarter and year ended 31 March 2012 have been reviewed and

recommended by the Audit Committee and approved by the Board of Directors at its meeting held on 16 May 2012.

Notes:

3 Capital employed [Segment assets - Segment liabilities]

The Company conducts its operations along with its subsidiaries and associates. The consolidated financial statements are prepared in accordance with the principles and procedures for the

preparation and presentation of consolidated accounts as set out in the Accounting Standards (AS 21 and AS 23) prescribed by Companies (Accounting Standards) Rules, 2006.

CRISIL has assigned the rating of 'CRISIL A1+' (pronounced 'CRISIL A one Plus') to the Short Term Debt Programmes of EFSL for Rs.4,850 crores and the rating of 'CRISIL AA-/stable'

(pronounced 'CRISIL double A minus rating with Stable Outlook) to the long term debt programme of EFSL for Rs.22 crores. ICRA has assigned the rating '[ICRA]AA-' (pronounced 'ICRA double A

minus with Stable Outlook') to the Long Term Debt Programme of EFSL for Rs.450 crores, the rating 'PP-MLD [ICRA] AA-' (pronounced 'PP-MLD-ICRA double A minus with Stable Outlook') to the

Long Term Equity Linked Debenture Programme of EFSL for Rs.25 crores and the rating 'LAA- pn' (pronounced 'L double A Minus Principal Not Protected with Stable Outlook') to the Long Term

Equity Linked Debenture Programme of EFSL for Rs.80 crores. The ratings as mentioned for these Programmes / Issues continue to remain in force.

From 1 April 2011, the Company by virtue of its holding company activities has adopted the practice of charging its actual borrowing cost on the loans extended to its group companies.

Consequently, in the standalone financial results, interest income amounting to Rs. 107.09 crores for the current quarter ended 31 March 2012 and Rs. 400.28 crores for the year then ended has

been netted against interest and finance charges.

The Company has ceased to charge brand usage fees to its subsidiaries from 1 April 2011. Had the Company continued to charge these fees, Income from Operations in the standalone financial

results would have been higher by Rs. 10.95 crores for the current quarter ended 31 March 2012 and Rs. 43.80 crores for the year then ended.

During the quarter, the Company has granted 300,000 options under Employee Stock Option Scheme; 153,000 stock options have been exercised and allotted during the quarter. 92,408,000 stock

options are outstanding as at the end of the quarter.

The Board of Directors has recommended final dividend of Re. 0.30 per share (on face value of Re. 1) for the financial year 2011-12.The payment of final dividend is subject to the approval of the

shareholders at the ensuing Annual General Meeting of the Company.

Quarter Ended Year Ended

1 Segment revenue [Total income]

2 Segment results [Profit / (Loss) before tax]

Total capital employed 2,636.03 2,636.58 2,439.96 2,636.03 2,439.96

9 Standalone Segment Results

(Rs. in Crores)

Particulars March December March March March

31, 2012 31, 2011 31, 2011 31, 2012 31, 2011

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

Agency 11.52 14.45 23.15 44.26 132.01

Holding Company activities 41.53 31.59 88.37 163.03 307.54

Others 0.00 0.00 0.00 0.00 0.00

Total income 53.05 46.04 111.52 207.29 439.55

Agency 3.00 8.59 15.09 17.83 105.86

Holding Company activities 16.63 5.47 -1.27 70.11 -32.03

Others -3.99 -2.76 -4.44 -11.96 -11.46

Profit / (Loss) before tax 15.64 11.30 9.38 75.98 62.37

Agency 9.77 4.19 11.25 9.77 11.25

Holding Company activities 1,339.69 1,349.06 1,295.00 1,339.69 1,295.00

Others 2.35 27.18 16.76 2.35 16.76

Total capital employed 1,351.81 1,380.43 1,323.01 1,351.81 1,323.01

The Company has made its consolidated segment reporting to meaningfully represent its business lines. Agency includes broking, advisory, product distribution and other fee based businesses; Capital

includes income from treasury operations, investment income and wholesale financing. Segment data for previous financial year/period has been reclassified to conform to current financial year/period

presentation.

Quarter Ended Year Ended

1 Segment revenue [Total income]

2 Segment results [Profit / (Loss) before tax]

3 Capital employed [Segment assets - Segment liabilities]

Agency includes investment banking; Holding Company activities comprise of development, managerial and financial support to the businesses of subsidiaries/associates; Others include unallocated

items.

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Edelweiss Financial Services LimitedRegistered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-42273838

10 Consolidated statement of assets and liabilities as at 31 March 2012

(Rs. in Crores)

March March

31, 2012 31, 2011

(Audited) (Audited)

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 75.68 75.20

(b) Reserves and surplus 2,559.17 2,364.68

Sub-total - Shareholders' funds 2,634.85 2,439.88

2 Share application money pending allotment 1.18 0.08

3 Minority interest 238.78 115.50

4 Non-current liabilities

(a) Long-term borrowings 1,077.46 461.69

(b) Other long-term liabilities 11.58 8.17

(c) Long-term provisions 34.42 29.01

Sub-total - Non-current liabilities 1,123.46 498.87

5 Current liabilities

(a) Short-term borrowings 9,047.21 7,223.45

(b) Trade payables 783.32 4,078.22

(c) Other current liabilities 634.14 684.88

(d) Short-term provisions 82.81 85.07

Sub-total - Current liabilities 10,547.48 12,071.62

TOTAL - EQUITY AND LIABILITIES 14,545.75 15,125.95

B ASSETS

1 Non-current assets

(a) Fixed assets 523.30 478.05

(b) Goodwill on consolidation 139.47 139.47

(c) Non-current investments 731.61 235.38

(d) Deferred tax assets (net) 25.98 52.75

(e) Long-term loans and advances 1,926.93 837.87

(f) Other non-current assets 134.89 1,273.99

Sub-total - Non-current assets 3,482.18 3,017.51

2 Current assets

(a) Current investments 669.46 153.34

(b) Inventories 3,383.04 1,417.17

(c) Trade receivables 188.86 3,693.31

(d) Cash and cash equivalents 3,274.76 2,410.96

(e) Short-term loans and advances 2,796.38 4,159.42

(f) Other current assets 751.07 274.24

Sub-total - Current assets 11,063.57 12,108.44

As at

Sub-total - Current assets 11,063.57 12,108.44

TOTAL - ASSETS 14,545.75 15,125.95

11 Standalone statement of assets and liabilities as at 31 March 2012

(Rs. in Crores)

March March

31, 2012 31, 2011

(Audited) (Audited)

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 75.68 75.20

(b) Reserves and surplus 1,274.95 1,247.73

Sub-total - Shareholders' funds 1,350.63 1,322.93

2 Share application money pending allotment 1.18 0.08

3 Non-current liabilities

(a) Long-term borrowings 252.55 53.83

Sub-total - Non-current liabilities 252.55 53.83

4 Current liabilities

(a) Short-term borrowings 2,130.06 3,496.60

(b) Trade payables 9.41 16.41

(c) Other current liabilities 78.90 106.26

(d) Short-term provisions 31.15 36.09

Sub-total - Current liabilities 2,249.52 3,655.36

TOTAL - EQUITY AND LIABILITIES 3,853.88 5,032.20

B ASSETS

1 Non-current assets

(a) Fixed assets 5.69 3.75

(b) Non-current investments 1,440.69 1,196.67

(c) Deferred tax assets (net) 2.00 4.23

(d) Long-term loans and advances 210.06 222.82

(e) Other non-current assets 0.00 0.31

Sub-total - Non-current assets 1,658.44 1,427.78

2 Current assets

(a) Current investments 23.79 2.86

(b) Trade receivables 20.48 17.12

(c) Cash and cash equivalents 1.48 10.97

(d) Short-term loans and advances 2,084.60 3,554.06

(e) Other current assets 65.09 19.41

Sub-total - Current assets 2,195.44 3,604.42

TOTAL - ASSETS 3,853.88 5,032.20

12 Investor Complaints

Quarter

Ended March

31, 2012

Pending at the beginning of the quarter Nil

Received during the quarter 12

As at

Particulars

Received during the quarter 12

Disposed of during the quarter 12

Remaining unresolved at the end of the quarter Nil

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Edelweiss Financial Services LimitedRegistered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-42273838

13

14

On behalf of the Board of Directors

Rashesh Shah

Chairman

Mumbai, 16 May 2012.

The standalone and consolidated results will be available on the Company’s website - www.edelweissfin.com

The previous year/period figures have been regrouped/reclassified wherever necessary to conform to current financial year/period's presentation.

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Consolidated Financial Results for the quarter and year ended 31 March 2013

Part I (` in Crores)

Particulars March December March March March

31, 2013 31, 2012 31, 2012 31, 2013 31, 2012

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

1 Income from operations

(a) Fee and commission income 90.03 82.80 92.27 319.37 321.31

(b) Interest and treasury income 467.98 438.00 365.48 1,772.52 1,309.95

(c) Premium from Life Insurance business 32.33 10.38 7.49 52.48 10.72

(d) Other operating income 5.12 5.50 4.12 24.34 10.98

Total income from operations 595.46 536.68 469.36 2,168.71 1,652.96

2 Expenses

(a) Employee benefits expense 104.65 97.63 78.07 363.91 271.21

(b) Depreciation and amortisation expense 14.31 13.28 15.64 51.43 42.19

(c) Change in life insurance policy liability - actuarial 21.67 6.72 4.05 31.49 5.76

(d) Other expenses 94.29 89.55 87.75 364.54 323.18

Total expenses 234.92 207.18 185.51 811.37 642.34

3 Profit / (Loss) from operations before other income and

finance costs (1-2)360.54 329.50 283.85 1,357.34 1,010.62

4 Other income 1.50 2.54 5.63 6.75 8.19

5Profit / (Loss) from ordinary activities before finance costs

(3+4)362.04 332.04 289.48 1,364.09 1,018.81

6 Finance costs 290.80 264.93 234.60 1,113.33 829.65

7 Profit / (Loss) before tax (5-6) 71.24 67.11 54.88 250.76 189.16

8 Tax expense 28.82 22.16 22.64 88.15 68.09

9 Net Profit / (Loss) after tax (7-8) 42.42 44.95 32.24 162.61 121.07

10 Share of profit / (loss) of associates 2.99 0.74 4.01 8.57 9.54

11 Minority interest (5.67) (0.35) (2.51) (7.29) 2.87

12Net Profit / (Loss) after taxes, minority interest and share of

profit / (loss) of associates (9+10-11)51.08 46.04 38.76 178.47 127.74

13 Paid-up equity share capital (Face Value of ` 1/- Per Share) 76.38 76.17 75.68 76.38 75.68

14 Reserves excluding Revaluation Reserves 2,683.09 2,559.17

ANNEXURE - C

Quarter Ended Year Ended

Edelweiss Financial Services LimitedRegistered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-42273838Website : www.edelweissfin.com

15Earnings Per Share (EPS) in Rupees (Face Value of ` 1/- Per

Share)

- Basic (Not annualised) 0.67 0.60 0.51 2.35 1.69

- Diluted (Not annualised) 0.66 0.59 0.50 2.31 1.66

Part II - Select Information for the quarter and year ended 31 March 2013

A PARTICULARS OF SHAREHOLDING

1 Public shareholding

- Number of shares 47,81,26,590 47,60,24,590 47,10,83,590 47,81,26,590 47,10,83,590

- Percentage of shareholding 62.59% 62.49% 62.25% 62.59% 62.25%

2 Promoters & promoter group shareholding

a) Pledged/ Encumbered

- Number of shares 1,42,00,000 3,23,00,000 3,52,16,667 1,42,00,000 3,52,16,667

- Percentage of shares (as a % of total shareholding of promoter

and promoter group)4.97% 11.30% 12.33% 4.97% 12.33%

- Percentage of shares (as a % of total share capital of the

company)1.86% 4.24% 4.65% 1.86% 4.65%

b) Non-encumbered

- Number of shares 27,15,15,690 25,34,15,690 25,04,99,023 27,15,15,690 25,04,99,023

- Percentage of shares (as a % of total shareholding of promoter

and promoter group)95.03% 88.70% 87.67% 95.03% 87.67%

- Percentage of shares (as a % of total share capital of the

company)35.55% 33.27% 33.10% 35.55% 33.10%

B INVESTOR COMPLAINTS Quarter ended March 31, 2013

Pending at the beginning of the quarter Nil

Received during the quarter 9

Disposed off during the quarter 9

Remaining unresolved at the end of the quarter Nil

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Edelweiss Financial Services LimitedRegistered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-42273838Website : www.edelweissfin.com

Standalone Financial Results for the quarter and year ended 31 March 2013

Part I (` in Crores)

Particulars March December March March March

31, 2013 31, 2012 31, 2012 31, 2013 31, 2012(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

1 Income from operations

(a) Income from operations 45.61 31.53 60.50 147.36 166.32

(b) Other operating income 2.19 1.77 (7.71) 9.45 40.63

Total income from operations 47.80 33.30 52.79 156.81 206.95

2 Expenses

(a) Employee benefits expense 10.55 10.64 7.78 38.89 37.35

(b) Depreciation and amortisation expense 0.59 0.46 0.47 1.95 1.71

(c) Other expenses 6.87 5.80 4.92 29.88 28.91

Total expenses 18.01 16.90 13.17 70.72 67.97

3 Profit / (Loss) from operations before other income and

finance costs (1-2)29.79 16.40 39.62 86.09 138.98

4 Other income 0.05 - 0.26 0.06 0.34

5Profit / (Loss) from ordinary activities before finance costs

(3+4)29.84 16.40 39.88 86.15 139.32

6 Finance costs 12.09 5.51 24.24 39.04 63.34

7 Profit / (Loss) before tax (5-6) 17.75 10.89 15.64 47.11 75.98

8 Tax expense 0.32 - 0.09 0.32 7.34

9 Net Profit / (Loss) after tax (7-8) 17.43 10.89 15.55 46.79 68.64

10 Paid-up equity share capital (Face Value of ` 1/- Per Share) 76.38 76.17 75.68 76.38 75.68

11 Reserves excluding Revaluation Reserves 1,278.12 1,274.95

12Earnings Per Share (EPS) in Rupees (Face Value of ` 1/- Per

Share)

- Basic (Not annualised) 0.23 0.14 0.21 0.62 0.91

- Diluted (Not annualised) 0.22 0.14 0.20 0.60 0.89

13 Debt Service Coverage Ratio (DSCR) * 0.20 0.06

14 Interest Service Coverage Ratio (ISCR) ** 2.42 2.27

* DSCR = Profit before interest and tax / (Gross interest expense + Principal repayment in next six months)

Quarter Ended Year Ended

* DSCR = Profit before interest and tax / (Gross interest expense + Principal repayment in next six months)

** ISCR = Profit before interest and tax / Gross Interest expense

Part II - Select Information for the quarter and year ended 31 March 2013

A PARTICULARS OF SHAREHOLDING

1 Public shareholding

- Number of shares 47,81,26,590 47,60,24,590 47,10,83,590 47,81,26,590 47,10,83,590

- Percentage of shareholding 62.59% 62.49% 62.25% 62.59% 62.25%

2 Promoters & promoter group shareholding

a) Pledged/ Encumbered

- Number of shares 1,42,00,000 3,23,00,000 3,52,16,667 1,42,00,000 3,52,16,667

- Percentage of shares (as a % of total shareholding of promoter

and promoter group)4.97% 11.30% 12.33% 4.97% 12.33%

- Percentage of shares (as a % of total share capital of the

company)1.86% 4.24% 4.65% 1.86% 4.65%

b) Non-encumbered

- Number of shares 27,15,15,690 25,34,15,690 25,04,99,023 27,15,15,690 25,04,99,023

- Percentage of shares (as a % of total shareholding of promoter

and promoter group)95.03% 88.70% 87.67% 95.03% 87.67%

- Percentage of shares (as a % of total share capital of the

company)35.55% 33.27% 33.10% 35.55% 33.10%

B INVESTOR COMPLAINTS Quarter ended March 31, 2013

Pending at the beginning of the quarter Nil

Received during the quarter 9

Disposed off during the quarter 9

Remaining unresolved at the end of the quarter Nil

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Edelweiss Financial Services LimitedRegistered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-42273838Website : www.edelweissfin.com

1

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5

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7 Consolidated Segment Results

(` in Crores)

Particulars March December March March March

31, 2013 31, 2012 31, 2012 31, 2013 31, 2012

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

Agency 128.25 118.39 119.16 494.13 375.13

Capital Based 428.97 394.21 337.25 1,590.55 1,231.18

Life Insurance 41.91 26.70 20.39 98.17 53.21

Unallocated 0.82 0.66 2.20 1.18 11.17

Total income 599.95 539.96 479.00 2,184.03 1,670.69

Quarter Ended Year Ended

Notes:

The consolidated and standalone financial results of Edelweiss Financial Services Limited ('EFSL' or 'the Company') for the quarter and year ended 31 March

2013 have been reviewed and recommended by the Audit Committee and approved by the Board of Directors at its meeting held on 15 May 2013.

The Company conducts its operations along with its subsidiaries and associates. The consolidated financial statements are prepared in accordance with the

principles and procedures for the preparation and presentation of consolidated accounts as set out in the Accounting Standards (AS 21 and AS 23) prescribed

by Companies (Accounting Standards) Rules, 2006.

CRISIL has assigned the rating of 'CRISIL A1+' (pronounced 'CRISIL A one Plus') to the Short Term Debt Programmes of EFSL for ` 4,850 Crores and the

rating of 'CRISIL AA-/stable' (pronounced 'CRISIL double A minus rating with Stable Outlook') to the long term debt programme of EFSL for ` 22 Crores. ICRA

has assigned the rating '[ICRA]AA-stable' (pronounced 'ICRA double A minus with Stable Outlook') to the Long Term Debt Programme of EFSL for ` 450

Crores, the rating 'PP-MLD [ICRA] AA-/Stable' (pronounced 'PP-MLD-ICRA double A minus with Stable Outlook') to the Long Term Equity Linked Debenture

Programme of EFSL for ` 25 Crores and the rating '[ICRA]AA - pn stable' (pronounced 'ICRA double A Minus Principal Not Protected with Stable Outlook') to

the Long Term Equity Linked Debenture Programme of EFSL for ` 80 Crores. The ratings as mentioned for these Programmes / Issues continue to remain in

force.

The Company as a part of its holding company activities, continues to adopt the practice of charging its actual borrowing cost on the loans extended to its

group companies. Consequently, in the standalone financial results, interest income amounting to ` 98.78 crores for the current quarter ended 31 March 2013

and ` 426.82 crores for the year ended has been netted against finance costs.

During the quarter, the Company has granted 3,42,000 options under Employee Stock Option Scheme; 21,02,000 stock options have been allotted on exercise

of employee stock options during the quarter.

During the year, the Company had declared and paid interim dividend of ` 0.55 per share (on a face value of ` 1 per equity share). Further, the Board of

Directors has recommended final dividend of ` 0.10 per share (on face value of ` 1 per equity share) for the financial year 2012-13.The payment of final

dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

1 Segment revenue [Total income]

Total income 599.95 539.96 479.00 2,184.03 1,670.69

Agency 15.65 2.00 15.81 42.29 33.62

Capital Based 97.58 86.00 73.33 307.25 244.05

Life Insurance (25.92) (14.54) (9.42) (64.72) (18.07)

Unallocated - - - - -

Profit / (Loss) before tax 87.31 73.46 79.72 284.82 259.60

Less:

(a) Interest - - - - -

(b) Unallocated net expenditure (13.08) (5.61) (20.83) (25.49) (60.90)

Total Profit before tax 74.23 67.85 58.89 259.33 198.70

Agency 453.56 477.85 500.56 453.56 500.56

Capital Based 1,575.39 1,465.56 1,511.23 1,575.39 1,511.23

Life Insurance 455.83 482.43 520.83 455.83 520.83

Unallocated 276.94 339.12 103.41 276.94 103.41

Total capital employed 2,761.72 2,764.96 2,636.03 2,761.72 2,636.03

2 Segment results [Profit / (Loss) before tax]

3 Capital employed [Segment assets - Segment liabilities]

The Company has made its consolidated segment reporting to meaningfully represent its business lines. Agency includes broking, advisory, product distribution

and other fee based businesses; Capital includes income from treasury operations, investment income and wholesale financing; Life insurance represents life

insurance business.Segment data for previous financial year/period has been reclassified to conform to current financial year/period presentation.

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Edelweiss Financial Services LimitedRegistered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-42273838Website : www.edelweissfin.com

8 Standalone Segment Results

(` in Crores)

Particulars March December March March March

31, 2013 31, 2012 31, 2012 31, 2013 31, 2012

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

Agency 6.94 17.28 11.52 31.11 44.26

Holding Company activities 40.91 16.02 41.53 125.76 163.03

Unallocated - - - - -

Total income 47.85 33.30 53.05 156.87 207.29

Agency 0.47 10.94 3.00 7.51 17.83

Holding Company activities (after interest expenses) 19.47 2.54 16.63 51.88 70.11

Unallocated - - - - -

Profit / (Loss) before tax 19.94 13.48 19.63 59.39 87.94

Less:

(a) Interest - - - - -

(b) Unallocated net expenditure (2.19) (2.59) (3.99) (12.28) (11.96)

Total Profit before tax 17.75 10.89 15.64 47.11 75.98

Agency 5.88 7.34 9.77 5.88 9.77

Holding Company activities 1,284.98 1,321.84 1,339.69 1,284.98 1,339.69

Unallocated 65.89 55.25 2.35 65.89 2.35

Total capital employed 1,356.75 1,384.43 1,351.81 1,356.75 1,351.81

9 Consolidated statement of assets and liabilities as at 31 March 2013

(` in Crores)

March March

31, 2013 31, 2012(Audited) (Audited)

A EQUITY AND LIABILITIES

Quarter Ended Year Ended

1 Segment revenue [Total income]

2 Segment results [Profit / (Loss) before tax and interest]

3 Capital employed [Segment assets - Segment liabilities]

Agency includes investment banking; Holding Company activities comprise of development, managerial and financial support to the businesses of

subsidiaries/associates and investment activities.

As at

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 76.38 75.68

(b) Reserves and surplus 2,683.09 2,559.17

Sub-total - Shareholders' funds 2,759.47 2,634.85

2 Share application money pending allotment 2.25 1.18

3 Minority interest 233.31 238.78

4 Non-current liabilities

(a) Long-term borrowings 1,980.08 1,077.46

(b) Other long-term liabilities 13.54 11.58

(c) Long-term provisions 72.22 34.42

Sub-total - Non-current liabilities 2,065.84 1,123.46

5 Current liabilities

(a) Short-term borrowings 8,973.74 9,047.21

(b) Trade payables 1,023.03 783.32

(c) Other current liabilities 1,418.62 634.14

(d) Short-term provisions 57.02 82.81

Sub-total - Current liabilities 11,472.41 10,547.48

TOTAL - EQUITY AND LIABILITIES 16,533.28 14,545.75

B ASSETS

1 Non-current assets

(a) Fixed assets 498.21 523.30

(b) Goodwill on consolidation 140.40 139.47

(c) Non-current investments 808.66 731.61

(d) Deferred tax assets (net) 35.96 25.98

(e) Long-term loans and advances 2,716.35 1,926.93

(f) Other non-current assets 305.18 134.89

Sub-total - Non-current assets 4,504.76 3,482.18

2 Current assets

(a) Current investments 402.60 669.46

(b) Inventories 3,152.06 3,383.04

(c) Trade receivables 158.32 188.86

(d) Cash and cash equivalents 3,708.98 3,274.76

(e) Short-term loans and advances 4,120.36 2,796.38

(f) Other current assets 486.20 751.07

Sub-total - Current assets 12,028.52 11,063.57

TOTAL - ASSETS 16,533.28 14,545.75

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Edelweiss Financial Services LimitedRegistered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-42273838Website : www.edelweissfin.com

10 Standalone statement of assets and liabilities as at 31 March 2013

(` in Crores)

March March

31, 2013 31, 2012(Audited) (Audited)

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 76.38 75.68

(b) Reserves and surplus 1,278.12 1,274.95

Sub-total - Shareholders' funds 1,354.50 1,350.63

2 Share application money pending allotment 2.25 1.18

4 Non-current liabilities

(a) Long-term borrowings 230.41 252.55

(d) Long-term provisions 1.35 -

Sub-total - Non-current liabilities 231.76 252.55

5 Current liabilities

(a) Short-term borrowings 672.85 2,130.06

(b) Trade payables 6.58 9.41

(c) Other current liabilities 39.85 78.90

(d) Short-term provisions 15.02 31.15

Sub-total - Current liabilities 734.30 2,249.52

TOTAL - EQUITY AND LIABILITIES 2,322.81 3,853.88

B ASSETS

1 Non-current assets

(a) Fixed assets 6.48 5.69

(b) Non-current investments 1,429.80 1,440.69

(c) Deferred tax assets (net) 2.75 2.00

(d) Long-term loans and advances 53.67 210.06

Sub-total - Non-current assets 1,492.70 1,658.44

2 Current assets

(a) Current investments - 23.79

(b) Trade receivables 12.29 20.48

(c) Cash and cash equivalents 19.39 1.48

(d) Short-term loans and advances 770.00 2,084.60

(e) Other current assets 28.43 65.09

Sub-total - Current assets 830.11 2,195.44

TOTAL - ASSETS 2,322.81 3,853.88

As at

TOTAL - ASSETS 2,322.81 3,853.88

11

12

On behalf of the Board of Directors

Rashesh Shah

Chairman

Mumbai, 15 May 2013.

The previous year/period figures have been regrouped/reclassified wherever necessary to conform to current financial year/period's presentation.

The standalone and consolidated results will be available on the Company’s website - www.edelweissfin.com

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Consolidated Financial Results for the quarter and year ended 31 March 2014

Part I (` in Crores)

Particulars March December March March March

31, 2014 31, 2013 31, 2013 31, 2014 31, 2013

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

1 Income from operations

(a) Fee and commission 99.69 87.38 90.03 355.63 319.37

(b) Fund based activities 543.43 523.25 467.98 2,050.06 1,772.52

(c) Premium from life insurance business 48.48 24.78 32.33 106.21 52.48

(d) Other operating income 5.25 5.97 5.12 21.90 24.34

Total income from operations 696.85 641.38 595.46 2,533.80 2,168.71

2 Expenses

(a) Employee benefits expense 129.82 122.16 104.65 458.02 363.91

(b) Depreciation and amortisation expense 14.73 11.38 14.31 52.41 51.43

(c) Change in life insurance policy liability - actuarial 29.83 13.12 21.67 60.87 31.49

(d) Other expenses 120.53 109.88 94.29 422.06 364.54

Total expenses 294.91 256.54 234.92 993.36 811.37

3 Profit / (Loss) from operations before other income and

finance costs (1-2)401.94 384.84 360.54 1,540.44 1,357.34

4 Other income 0.96 3.63 1.50 9.32 6.75

5Profit / (Loss) from ordinary activities before finance

costs (3+4)402.90 388.47 362.04 1,549.76 1,364.09

6 Finance costs 298.70 309.10 290.80 1,210.67 1,113.33

7 Profit / (Loss) before tax (5-6) 104.20 79.37 71.24 339.09 250.76

8 Tax expense 46.05 29.92 28.82 134.61 88.15

9 Net Profit / (Loss) after tax (7-8) 58.15 49.45 42.42 204.48 162.61

10 Share of profit / (Loss) of associates 1.30 4.45 2.99 12.41 8.57

11 Minority interest (1.24) (3.90) (5.67) (3.35) (7.29)

12Net Profit / (Loss) after taxes, minority interest and share

of profit / (loss) of associates (9+10-11)60.69 57.80 51.08 220.24 178.47

13Paid-up equity share capital (Face Value of ` 1/- Per

Share)76.90 76.90 76.38 76.90 76.38

ANNEXURE - C

Quarter Ended Year Ended

Edelweiss Financial Services LimitedCorporate Identity Number: L99999MH1995PLC094641Registered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-40863610Website : www.edelweissfin.com

13Share)

76.90 76.90 76.38 76.90 76.38

14 Reserves excluding Revaluation Reserves 2,656.91 2,383.44

15Earnings Per Share (EPS) in Rupees (Face Value of ` 1/-

Per Share)

- Basic (See note 7) 0.79 0.75 0.67 2.86 2.35

- Diluted (See note 7) 0.78 0.74 0.66 2.85 2.31

Part II - Select Information for the quarter and year ended 31 March 2014

A PARTICULARS OF SHAREHOLDING

1 Public shareholding

- Number of shares 48,33,29,640 48,33,29,640 47,81,26,590 48,33,29,640 47,81,26,590

- Percentage of shareholding 62.85% 62.85% 62.59% 62.85% 62.59%

2 Promoters & promoter group shareholding

a) Pledged/ Encumbered

- Number of shares 1,61,83,000 1,61,83,000 1,42,00,000 1,61,83,000 1,42,00,000

- Percentage of shares (as a % of total shareholding of

promoter and promoter group)5.66% 5.66% 4.97% 5.66% 4.97%

- Percentage of shares (as a % of total share capital of the

Company)2.10% 2.10% 1.86% 2.10% 1.86%

b) Non-encumbered

- Number of shares 26,95,32,690 26,95,32,690 27,15,15,690 26,95,32,690 27,15,15,690

- Percentage of shares (as a % of total shareholding of

promoter and promoter group)94.34% 94.34% 95.03% 94.34% 95.03%

- Percentage of shares (as a % of total share capital of the

Company)35.05% 35.05% 35.55% 35.05% 35.55%

B INVESTOR COMPLAINTS Quarter ended March 31, 2014

Pending at the beginning of the quarter Nil

Received during the quarter 5

Disposed off during the quarter 5

Remaining unresolved at the end of the quarter Nil

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Edelweiss Financial Services LimitedCorporate Identity Number: L99999MH1995PLC094641Registered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-40863610Website : www.edelweissfin.com

Standalone Financial Results for the quarter and year ended 31 March 2014

Part I (` in Crores)

Particulars March December March March March

31, 2014 31, 2013 31, 2013 31, 2014 31, 2013(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

1 Income from operations

(a) Income from operations 86.26 47.38 45.61 207.38 147.36

(b) Other operating income 11.52 0.10 2.19 7.53 9.45

Total income from operations 97.78 47.48 47.80 214.91 156.81

2 Expenses

(a) Employee benefits expense 8.22 6.26 10.55 31.12 38.89

(b) Depreciation and amortisation expense 0.94 0.64 0.59 2.71 1.95

(c) Other expenses 12.21 3.70 6.87 39.79 29.88

Total expenses 21.37 10.60 18.01 73.62 70.72

3 Profit / (Loss) from operations before other income and

finance costs (1-2)76.41 36.88 29.79 141.29 86.09

4 Other income 0.02 0.12 0.05 0.17 0.06

5Profit / (Loss) from ordinary activities before finance

costs (3+4)76.43 37.00 29.84 141.46 86.15

6 Finance costs (net) 25.97 20.49 12.09 61.18 39.04

7 Profit / (Loss) before tax (5-6) 50.46 16.51 17.75 80.28 47.11

8 Tax expense 3.51 2.76 0.32 6.98 0.32

9 Net Profit / (Loss) after tax (7-8) 46.95 13.75 17.43 73.30 46.79

10Paid-up equity share capital (Face Value of ` 1/- Per

Share)76.90 76.90 76.38 76.90 76.38

11 Reserves excluding Revaluation Reserves 1,145.34 1,118.86

12Earnings Per Share (EPS) in Rupees (Face Value of ` 1/-

Per Share)

- Basic (See note 7) 0.61 0.18 0.23 0.95 0.62

- Diluted (See note 7) 0.61 0.18 0.22 0.95 0.60

13 Debt Service Coverage Ratio (DSCR) * 0.23 0.20

14 Interest Service Coverage Ratio (ISCR) ** 2.43 2.42

Quarter Ended Year Ended

14 Interest Service Coverage Ratio (ISCR) ** 2.43 2.42

* DSCR = Profit before interest and tax / (Gross interest expense + Principal repayment in next six months)

** ISCR = Profit before interest and tax / Gross Interest expense

Part II - Select Information for the quarter and year ended 31 March 2014

A PARTICULARS OF SHAREHOLDING

1 Public shareholding

- Number of shares 48,33,29,640 48,33,29,640 47,81,26,590 48,33,29,640 47,81,26,590

- Percentage of shareholding 62.85% 62.85% 62.59% 62.85% 62.59%

2 Promoters & promoter group shareholding

a) Pledged/ Encumbered

- Number of shares 1,61,83,000 1,61,83,000 1,42,00,000 1,61,83,000 1,42,00,000

- Percentage of shares (as a % of total shareholding of

promoter and promoter group)5.66% 5.66% 4.97% 5.66% 4.97%

- Percentage of shares (as a % of total share capital of the

Company)2.10% 2.10% 1.86% 2.10% 1.86%

b) Non-encumbered

- Number of shares 26,95,32,690 26,95,32,690 27,15,15,690 26,95,32,690 27,15,15,690

- Percentage of shares (as a % of total shareholding of

promoter and promoter group)94.34% 94.34% 95.03% 94.34% 95.03%

- Percentage of shares (as a % of total share capital of the

Company)35.05% 35.05% 35.55% 35.05% 35.55%

B INVESTOR COMPLAINTS Quarter ended March 31, 2014

Pending at the beginning of the quarter Nil

Received during the quarter 5

Disposed off during the quarter 5

Remaining unresolved at the end of the quarter Nil

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Edelweiss Financial Services LimitedCorporate Identity Number: L99999MH1995PLC094641Registered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-40863610Website : www.edelweissfin.com

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8 Consolidated Segment Results

(` in Crores)

Particulars March December March March March

31, 2014 31, 2013 31, 2013 31, 2014 31, 2013

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

During the year, the Company had declared and paid interim dividend of ` 0.55 per share (on a face value of ` 1 per equity share). Further, the

Board of Directors has recommended final dividend of ` 0.15 per share (on face value of ` 1 per equity share) for the financial year 2013-14.The

payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

Notes:The consolidated and standalone financial results of Edelweiss Financial Services Limited ('EFSL' or 'the Company') for the quarter and year ended

31 March 2014 have been reviewed and recommended by the Audit Committee at its meeting held on 16 May 2014 and approved by the Board of

Directors at its meeting held on 17 May 2014.

The Company conducts its operations along with its subsidiaries and associates. The consolidated financial statements are prepared in accordance

with the principles and procedures for the preparation and presentation of consolidated accounts as set out in the Accounting Standards (AS 21 and

AS 23) prescribed by Companies (Accounting Standards) Rules, 2006.

CARE has assigned the rating of 'CARE AA' (pronounced 'CARE double A') to the Long Term Debt Programme of EFSL for ` 150 crores. CRISIL

has assigned the rating of 'CRISIL A1+' (pronounced 'CRISIL A one Plus') to the Short Term Debt Programme of EFSL for ` 4,850 crores. The

ratings as mentioned for these Programmes / Issues continue to remain in force.

The Board at its Meeting held on April 23, 2014 had, in accordance with the provisions of Section 68 of the Companies Act, 2013 and the Securities

and Exchange Board of India (Buy-back of Securities) Regulations, 1998 (“Buy-back Regulations”) approved the Buy-back of Equity Shares of the

Company at a maximum price of ` 45 per equity share by utilizing an amount not exceeding ` 135 crores, through the Open Market route through

Stock Exchanges.

The Company has provided loans to its employees’ welfare trusts aggregating to ` 160.81 crores as at March 31, 2014. The trusts have utilised this

fund in the acquisition of shares of the Company with the objective of utilising the same to allocate shares to employees on exercise of employee

stock options and for other employee welfare activities. The Company has, in accordance with the Expert Advisory Committee of the Institute of

Chartered Accountants of India's published opinion in March 2014, presented the investment in shares of the Company underlying the loan as a

deduction from Share Capital and Securities Premium Account. Previous year's figures have also been regrouped to conform to the above

presentation.

Earnings per share for the quarters ended 31 March 2014, 31 December 2013 and 31 March 2013, have been calculated for three months and not

annualised.

Quarter Ended Year Ended

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

Agency 109.15 143.82 128.25 507.47 494.13

Capital Based 528.16 471.88 428.97 1,884.76 1,590.55

Life Insurance 60.83 44.07 41.91 159.84 98.17

Unallocated 0.97 (10.31) 0.82 3.45 1.18

Total income 699.11 649.46 599.95 2,555.53 2,184.03

Agency 24.78 17.52 15.65 78.81 42.29

Capital Based 99.42 87.53 97.58 364.43 307.25

Life Insurance (14.00) (13.60) -25.92 -67.82 -64.72

Unallocated - - - - -

Profit / (Loss) before tax 110.20 91.45 87.31 375.42 284.82

Less:

(a) Interest - - - - -

(b) Unallocated net expenditure (4.70) (7.63) (13.08) (23.92) (25.49)

Total Profit before tax 105.50 83.82 74.23 351.50 259.33

Agency 703.83 584.63 453.56 703.83 453.56

Capital Based 1,206.07 1,087.00 1,271.25 1,206.07 1,271.25

Life Insurance 629.44 653.74 455.83 629.44 455.83

Unallocated 190.00 421.14 276.94 190.00 276.94

Total capital employed 2,729.34 2,746.51 2,457.58 2,729.34 2,457.58

1 Segment revenue [Total income]

2 Segment results [Profit / (Loss) before tax and interest]

3 Capital employed [Segment assets - Segment liabilities]

The Company has made its consolidated segment reporting to meaningfully represent its business lines. Agency includes broking, advisory, product

distribution and other fee based businesses; Capital includes income from treasury operations, investment income and wholesale financing; Life

insurance represents life insurance business.Segment data for previous financial year/period has been reclassified to conform to current financial

year/period presentation.

Page 60: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services LimitedCorporate Identity Number: L99999MH1995PLC094641Registered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-40863610Website : www.edelweissfin.com

9 Standalone Segment Results

(` in Crores)

Particulars March December March March March

31, 2014 31, 2013 31, 2013 31, 2014 31, 2013

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

Agency (Unaudited) 21.82 6.94 (Audited) 31.11

Holding Company activities 0.00 25.78 40.91 0.00 125.76

Unallocated - - - - -

Total income 0.00 47.60 47.85 0.00 156.87

Agency 97.80 15.75 0.47 215.08 7.51

Holding Company activities (after interest expenses) 0.00 2.07 19.47 0.00 51.88

Unallocated - - - - -

Profit / (Loss) before tax 97.80 17.82 19.94 215.08 59.39

Less:

(a) Interest - - - - -

(b) Unallocated net expenditure 0.00 (1.31) (2.19) 0.00 (12.28)

Total Profit before tax 97.80 16.51 17.75 215.08 47.11

Agency 50.46 22.28 5.88 80.28 5.88

Holding Company activities 0.00 0.00 0.00 0.00 0.00

Unallocated 4.21 58.52 65.89 4.21 65.89

Total capital employed 54.67 80.80 71.77 84.49 71.77

10 Consolidated statement of assets and liabilities as at 31 March 2014

(` in Crores)

March March September

31, 2014 31, 2013 30, 2012(Audited) (Audited) (Unaudited)

3 Capital employed [Segment assets - Segment liabilities]

Quarter Ended Year Ended

1 Segment revenue [Total income]

2 Segment results [Profit / (Loss) before tax and interest]

Agency includes investment banking; Holding Company activities comprise of development, managerial and financial support to the businesses of

subsidiaries/associates and investment activities.

As at

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 72.42 71.89 75.92

(b) Reserves and surplus 2,656.91 2,383.44 2,634.43

Sub-total - Shareholders' funds 2,729.33 2,455.33 2,710.35

2 Share application money pending allotment 0.01 2.25 1.98

3 Minority interest 365.70 233.31 239.21

4 Non-current liabilities

(a) Long-term borrowings 3,550.35 1,980.08 1,492.75

(b) Other long-term liabilities 26.93 13.54 17.93

(c) Long-term provisions 140.19 72.22 40.75

Sub-total - Non-current liabilities 3,717.47 2,065.84 1,551.43

5 Current liabilities

(a) Short-term borrowings 8,725.68 8,973.74 8,443.24

(b) Trade payables 872.29 1,023.03 583.25

(c) Other current liabilities 1,482.71 1,418.62 926.18

(d) Short-term provisions 136.37 57.02 27.14

Sub-total - Current liabilities 11,217.05 11,472.41 9,979.81

TOTAL - EQUITY AND LIABILITIES 18,029.56 16,229.14 14,482.78

B ASSETS

1 Non-current assets

(a) Fixed assets 534.39 498.21 504.18

(b) Non-current investments 872.41 808.66 708.84

(c) Deferred tax assets (net) 51.76 35.96 26.40

(d) Long-term loans and advances 3,957.07 2,716.35 2,302.87

(e) Other non-current assets 355.79 305.18 187.81

Sub-total - Non-current assets 5,771.42 4,364.36 3,870.03

2 Current assets

(a) Current investments 1,253.90 402.60 684.24

(b) Inventories 3,791.01 3,152.06 3,028.30

(c) Trade receivables 420.30 158.32 184.89

(d) Cash and cash equivalents 1,963.71 3,708.98 3,001.92

(e) Short-term loans and advances 4,315.11 3,956.62 3,148.21

(f) Other current assets 514.11 486.20 565.19

Sub-total - Current assets 12,258.14 11,864.78 10,612.75

TOTAL - ASSETS 18,029.56 16,229.14 14,482.78

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Edelweiss Financial Services LimitedCorporate Identity Number: L99999MH1995PLC094641Registered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-40863610Website : www.edelweissfin.com

11 Standalone statement of assets and liabilities as at 31 March 2014

(` in Crores)

March March September

31, 2014 31, 2013 30, 2012(Audited) (Audited) (Unaudited)

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital - - 75.92

(b) Reserves and surplus - - 1,295.33

Sub-total - Shareholders' funds - - 1,371.25

2 Share application money pending allotment 1,145.34 1,118.86 1.98

3 Non-current liabilities

(a) Long-term borrowings 0.01 2.25 230.48

(b) Long-term provisions - - -

Sub-total - Non-current liabilities 0.01 2.25 230.48

4 Current liabilities

(a) Short-term borrowings 306.02 231.76 2,152.05

(b) Trade payables - - 9.71

(c) Other current liabilities 543.18 672.85 105.19

(d) Short-term provisions 6.54 6.58 7.57

Sub-total - Current liabilities 855.74 911.19 2,274.52

TOTAL - EQUITY AND LIABILITIES 2,001.09 2,032.30 3,878.23

B ASSETS

1 Non-current assets

(a) Fixed assets - - 5.30

(b) Non-current investments - - 1,453.52

(c) Deferred tax assets (net) 5.95 6.48 2.00

(d) Long-term loans and advances 1,363.95 1,429.80 221.04

(e) Other non-current assets 7.53 2.75 -

Sub-total - Non-current assets 1,377.43 1,439.03 1,681.86

2 Current assets

(a) Trade receivables 1,519.61 1,492.70 6.15

(b) Cash and cash equivalents - - 20.43

(c) Short-term loans and advances 21.37 12.29 2,136.24

(d) Other current assets 14.63 19.39 30.80

Sub-total - Current assets 1,555.61 1,524.38 2,196.37

As at

TOTAL - ASSETS 2,933.04 2,963.41 3,878.23

12

13

On behalf of the Board of Directors

Rashesh Shah

Chairman

Mumbai, 17 May 2014.

The previous year/period figures have been regrouped/reclassified wherever necessary to conform to current period's presentation.

The standalone and consolidated results will be available on the Company’s website - www.edelweissfin.com

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Standalone Financial Results for the quarter and year ended 31 March 2014

Part I (` in Crores)

Particulars March December March March March

31, 2014 31, 2013 31, 2013 31, 2014 31, 2013

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

1 Income from operations

(a) Income from operations 86.26 47.38 45.61 207.38 147.36

(b) Other operating income 11.52 0.10 2.19 7.53 9.45

Total income from operations 97.78 47.48 47.80 214.91 156.81

2 Expenses

(a) Employee benefits expense 8.22 6.26 10.55 31.12 38.89

(b) Depreciation and amortisation expense 0.94 0.64 0.59 2.71 1.95

(c) Other expenses 12.21 3.70 6.87 39.79 29.88

Total expenses 21.37 10.60 18.01 73.62 70.72

3 Profit / (Loss) from operations before other income and finance costs (1-2) 76.41 36.88 29.79 141.29 86.09

4 Other income 0.02 0.12 0.05 0.17 0.06

5 Profit / (Loss) from ordinary activities before finance costs (3+4) 76.43 37.00 29.84 141.46 86.15

6 Finance costs (net) 25.97 20.49 12.09 61.18 39.04

7 Profit / (Loss) before tax (5-6) 50.46 16.51 17.75 80.28 47.11

8 Tax expense 3.51 2.76 0.32 6.98 0.32

9 Net Profit / (Loss) after tax (7-8) 46.95 13.75 17.43 73.30 46.79

10 Paid-up equity share capital (Face Value of Re. 1/- Per Share) 76.90 76.90 76.38 76.90 76.38

11 Reserves excluding Revaluation Reserves 1,145.34 1,118.86

12 Earnings Per Share (EPS) in Rupees (Face Value of Re. 1/- Per Share)

- Basic (See note 6) 0.61 0.18 0.23 0.95 0.62

- Diluted (See note 6) 0.61 0.18 0.22 0.95 0.60

13 Debt Service Coverage Ratio (DSCR) * 0.23 0.20

14 Interest Service Coverage Ratio (ISCR) ** 2.43 2.42

* DSCR = Profit before interest and tax / (Gross interest expense + Principal repayment in next six months)

Part II - Select Information for the quarter and year ended 31 March 2014

A PARTICULARS OF SHAREHOLDING

1 Public shareholding

- Number of shares 48,33,29,640 48,33,29,640 47,81,26,590 48,33,29,640 47,81,26,590

Annexure D

Quarter Ended Year Ended

** ISCR = Profit before interest and tax / Gross Interest expense

Edelweiss Financial Services LimitedCorporate Identity Number: L99999MH1995PLC094641Registered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-40863610 Website: www.edelweissfin.com

- Number of shares 48,33,29,640 48,33,29,640 47,81,26,590 48,33,29,640 47,81,26,590

- Percentage of shareholding 62.85% 62.85% 62.59% 62.85% 62.59%

2 Promoters & promoter group shareholding

a) Pledged/ Encumbered

- Number of shares 1,61,83,000 1,61,83,000 1,42,00,000 1,61,83,000 1,42,00,000

- Percentage of shares (as a % of total shareholding of promoter and promoter group) 5.66% 5.66% 4.97% 5.66% 4.97%

- Percentage of shares (as a % of total share capital of the company) 2.10% 2.10% 1.86% 2.10% 1.86%

b) Non-encumbered

- Number of shares 26,95,32,690 26,95,32,690 27,15,15,690 26,95,32,690 27,15,15,690

- Percentage of shares (as a % of total shareholding of promoter and promoter group) 94.34% 94.34% 95.03% 94.34% 95.03%

- Percentage of shares (as a % of total share capital of the company) 35.05% 35.05% 35.55% 35.05% 35.55%

B INVESTOR COMPLAINTS Quarter ended March 31, 2014

Pending at the beginning of the quarter Nil

Received during the quarter 5

Disposed off during the quarter 5

Remaining unresolved at the end of the quarter Nil

1

2

3

4

5

6

During the year, the Company had declared and paid interim dividend of ` 0.55 per share (on a face value of ` 1 per equity share). Further, the Board of Directors has recommended final

dividend of ` 0.15 per share (on face value of ` 1 per equity share) for the financial year 2013-14.The payment of final dividend is subject to approval of the shareholders at the ensuing

Annual General Meeting of the Company.

Notes:The standalone financial results of Edelweiss Financial Services Limited ('EFSL' or 'the Company') for the quarter and year ended 31 March 2014 have been reviewed and recommended

by the Audit Committee at its meeting held on 16 May 2014 and approved by the Board of Directors at its meeting held on 17 May 2014.

CARE has assigned the rating of 'CARE AA' (pronounced 'CARE double A') to the Long Term Debt Programme of EFSL for ` 150 crores. CRISIL has assigned the rating of 'CRISIL A1+'

(pronounced 'CRISIL A one Plus') to the Short Term Debt Programme of EFSL for ` 4,850 crores. The ratings as mentioned for these Programmes / Issues continue to remain in force.

The Board at its Meeting held on April 23, 2014 had, in accordance with the provisions of Section 68 of the Companies Act, 2013 and the Securities and Exchange Board of India (Buy-

back of Securities) Regulations, 1998 (“Buy-back Regulations”) approved the Buy-back of Equity Shares of the Company at a maximum price of ` 45 per equity share by utilizing an amount

not exceeding ` 135 crores, through the Open Market route through Stock Exchanges.

The Company has provided loans to its employees’ welfare trusts aggregating to ` 160.81 crores as at March 31, 2014. The trusts have utilised this fund in the acquisition of shares of the

Company with the objective of utilising the same to allocate shares to employees on exercise of employee stock options and for other employee welfare activities. The Company has, in

accordance with the Expert Advisory Committee of the Institute of Chartered Accountants of India's published opinion in March 2014, presented the investment in shares of the Company

underlying the loan as a deduction from Share Capital and Securities Premium Account. Previous year's figures have also been regrouped to conform to the above presentation.

Earnings per share for the quarters ended 31 March 2014, 31 December 2013 and 31 March 2013, have been calculated for three months and not annualised.

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Edelweiss Financial Services LimitedCorporate Identity Number: L99999MH1995PLC094641Registered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098Tel: +91-22-40094400 Fax: +91-22-40863610 Website: www.edelweissfin.com

7 Standalone Segment Results

(` in Crores)

Particulars March December March March March

31, 2014 31, 2013 31, 2013 31, 2014 31, 2013

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)

1 Segment revenue [Total income]

Agency 0.00 21.82 6.94 0.00 31.11

Holding Company activities 0.00 25.78 40.91 0.00 125.76

Unallocated - - - - -

Total income 0.00 47.60 47.85 0.00 156.87

2 Segment results [Profit / (Loss) before tax and interest]

Agency 0.00 15.75 0.47 0.00 7.51

Holding Company activities (after interest expenses) 0.00 2.07 19.47 0.00 51.88

Unallocated - - - - -

Profit / (Loss) before tax 0.00 17.82 19.94 0.00 59.39

Less:

(a) Interest - - - - -

(b) Unallocated net expenditure 0.00 (1.31) (2.19) 0.00 (12.28)

Total Profit before tax 0.00 16.51 17.75 0.00 47.11

3 Capital employed [Segment assets - Segment liabilities]

Agency 0.00 22.28 5.88 0.00 5.88

Holding Company activities 0.01 1,142.10 1,121.23 0.01 1,121.23

Unallocated -11.54 58.52 65.89 -11.54 65.89

Total capital employed -11.53 1,222.90 1,193.00 -11.53 1,193.00

8 Standalone Statement of Assets and Liabilities as at 31 March 2014

(` in Crores)

March March

31, 2014 31, 2013(Audited) (Audited)

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 72.42 71.89

(b) Reserves and surplus 1,145.34 1,118.86

Sub-total - Shareholders' funds 1,217.76 1,190.75

2 Share application money pending allotment 0.00 2.25

Quarter Ended Year Ended

Agency includes investment banking; Holding Company activities comprise of development, managerial and financial support to the businesses of subsidiaries/associates and investment

activities.

As at

2 Share application money pending allotment 0.00 2.25

3 Non-current liabilities

(a) Long-term borrowings 0.00 230.41

(b) Long-term provisions 0.00 1.35

Sub-total - Non-current liabilities 0.00 231.76

4 Current liabilities

(a) Short-term borrowings 0.00 672.85

(b) Trade payables 0.00 6.58

(c) Other current liabilities -0.01 39.85

(d) Short-term provisions 24.93 15.02

Sub-total - Current liabilities 24.92 734.30

TOTAL - EQUITY AND LIABILITIES 1,242.68 2,159.06

B ASSETS

1 Non- current assets

(a) Fixed assets 0.00 6.48

(b) Non-current investments 0.00 1,429.80

(c) Deferred tax assets (net) 0.00 2.75

(d) Long-term loans and advances 141.77 53.67

(e) Other non-current assets 0.00 -

Sub-total - Non-current assets 141.77 1,492.70

2 Current assets

(a) Trade receivables 0.00 12.29

(b) Cash and cash equivalents 0.00 19.39

(c) Short-term loans and advances 0.00 606.25

(d) Other current assets 0.00 28.43

Sub-total - Current assets 0.00 666.36

TOTAL ASSETS 141.77 2,159.06

9

10

On behalf of the Board of Directors

Rashesh Shah

Chairman

Mumbai, 17 May 2014

The standalone results will be available on the Company’s website - www.edelweissfin.com

The previous year/period figures have been regrouped/reclassified wherever necessary to conform to current financial year/period's presentation.

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Edelweiss Financial Services Limited (formerly known as Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2012

(Currency : Indian rupees in millions)

(I) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates

Individual exercising

significant control/Key

Managerial Personnel

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Capital account transactions

Investments in Equity shares

Edelweiss Finance & Investments Limited -

Edelweiss Broking Limited -

Edelweiss Tokio Life Insurance Company Limited 2,801.71

Others -

Investments in Preference shares

Edelweiss Securities Limited 260.00

Edelweiss Broking Limited 250.00

Disinvestment in Equity shares

Edelweiss Capital USA , LLC -

Others -

Sale/Redemption of Preference shares

Edelweiss Securities Limited 260.00

Edelweiss Broking Limited 250.00

Edelweiss Finance & Investments Limited -

Edelweiss Investment Advisors Limited 70.00

Edel Land Limited 80.00

Non convertible debentures redeemed

ECap Equities Limited 464.00

Short term non convertible debentures subscribed by

Edelweiss Trading & Holdings Limited -

Short term non convertible debentures redeemed

Edelweiss Trading & Holdings Limited -

Others -

Redemption of fully convertible debentures

Dahlia Financial Services Private Limited -

Comercial papers subscribed

Edelweiss Trading & Holdings Limited -

Comfort Projects Limited 26,400.00

Annexure E

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Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates

Individual exercising

significant control/Key

Managerial Personnel

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Comercial papers redeemed

Edelweiss Trading & Holdings Limited -

Comfort Projects Limited 88,070.42

Long term loan taken

ECap Equities Limited 1,800.00

ECL Finance Limited 1,200.00

Long term loan repaid

ECL Finance Limited 700.00

Sale of investments

Comfort Projects Limited 100.45

Current account transactions

Loans repaid by

Edelweiss Securities Limited 2,07,460.52

Edelweiss Trading & Holdings Limited -

Comfort Projects Limited 5,53,246.66

ECL Finance Limited 93,776.81

Others 1,30,928.39 24.20 1.70

Loans given to

Edelweiss Securities Limited 2,15,300.06

Edelweiss Trading & Holdings Limited -

Comfort Projects Limited 5,35,067.84

ECL Finance Limited 94,275.03

Others 1,34,615.66 1.70

Secondary market transactions with broker

Margin placed with broker

Edelweiss Securities Limited 535.34

Margin withdrawn from broker

Edelweiss Securities Limited 674.97

Brokerage paid

Edelweiss Securities Limited 9.00

Reimbursement recovered

Edelweiss Finance & Investments Limited 107.59

Edelweiss Trading & Holdings Limited -

Comfort Projects Limited 138.48

ECL Finance Limited 212.63

Edelcap Securities Limited 162.94

Others 287.48 0.00 11.94 0.02

Dividend paid

Rashesh Shah 89.36

Venkat Ramaswamy 34.47

Edelweiss Employees Welfare Trust 24.44

Oak Holdings Private Limited -

Spire Investment Advisors LLC 25.19

Others 36.03

Remuneration

Rashesh Shah 15.67

Venkat Ramaswamy 12.41

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Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates

Individual exercising

significant control/Key

Managerial Personnel

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Himanshu Kaji 8.87

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Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates

Individual exercising

significant control/Key

Managerial Personnel

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Dividend income

Edelweiss Securities Limited -

Edelcap Securities Limited -

Edelweiss Finance & Investments Limited 610.65

Advisory fee received

ECL Finance Limited -

Others - -

Rating fee received

ECL Finance Limited 464.05

Edelweiss Securities Limited 101.21

Edelweiss Trading & Holdings Limited -

Comfort Projects Limited 30.62

Others 11.51

Branding fee received

Edelweiss Securities Limited -

Edelweiss Trading & Holdings Limited -

ECL Finance Limited -

Others -

Interest income

Edelweiss Securities Limited 371.24

Edelweiss Trading & Holdings Limited -

Comfort Projects Limited 2,136.11

Edelweiss Finance & Investments Limited 291.99

Edelcap Securities Limited 108.22

EC International Limited 2,138.29

Others 746.24 0.00

Interest expense on loan

ECap Equities Limited 9.93

ECL Finance Limited 5.84

Interest income on margin

Edelweiss Securities Limited 0.93

Commission and brokerage

Edelweiss Securities Limited 4.31

Interest expense on long term non-convertible debentures

ECap Equities Limited 216.64

Edelcap Securities Limited -

Others - -

Interest expense on fully convertible debentures

Dahlia Financial Services Private Limited -

Interest expense on short term non convertible debentures

Edelweiss Trading & Holdings Limited -

Others -

Rent Expense

Comfort Projects Limited 27.30

Cost reimbursements paid

Edelweiss Securities Limited -

Comfort Projects Limited 2.11

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Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates

Individual exercising

significant control/Key

Managerial Personnel

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

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Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates

Individual exercising

significant control/Key

Managerial Personnel

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Cost reimbursements recovered

Edelweiss Securities Limited 31.50

Edelweiss Trading & Holdings Limited -

Comfort Projects Limited 14.30

ECL Finance Limited 17.40

Others 4.62 16.93

Sale of PMS business

Edelweiss Global Wealth Management Limited 1.50

Balances with related parties

Investments in Equity shares

Edelweiss Finance & Investments Limited 2,297.27

ECL Finance Limited 5,190.56

Edelweiss Tokio Life Insurance Company Limited 3,081.91

Others 3,554.95 0.50

Dividend receivable

Edelweiss Finance & Investments Limited 292.05

Investments in Preference shares

Edelweiss Investment Advisors Limited -

Edel Land Limited -

Loans given

Edelweiss Trading & Holdings Limited -

Comfort Projects Limited 3,869.27

Edelweiss Finance & Investments Limited 3,045.72

Edel Commodities Limited 2,546.35

EC International Limited 2,138.29

Others 8,748.01 0.00

Interest receivable

EC International Limited 214.66

Others 0.49

Loans taken

ECap Equities Limited 1,800.00

ECL Finance Limited 500.00

Interest payable

ECap Equities Limited 9.93

ECL Finance Limited 5.84

Long term non convertible debentures outstanding

ECap Equities Limited 43.50

Edelcap Securities Limited -

Others - -

Interest payable on non convertible debentures outstanding

ECap Equities Limited -

Edelcap Securities Limited -

Others - -

Trade receivables

ECL Finance Limited 63.40

Edelweiss Securities Limited 19.79

Others 11.90

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Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates

Individual exercising

significant control/Key

Managerial Personnel

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Margin placed with broker

Edelweiss Securities Limited 139.63

Trade payables

Edelweiss Securities Limited 4.31

Comfort Projects Limited 29.49

Others 0.36

Advances

Edelweiss Finance & Investments Limited -

Edelweiss Employees Welfare Trust 1,380.45

Others 187.34 27.72

Bonus payable

Rashesh shah 7.50

Venkat Ramaswamy 4.50

Himanshu Kaji 5.50

Corporate guarantee given

ECL Finance Limited 8,500.00

Edelweiss Securities Limited 10,950.00

Edelweiss Trading & Holdings Limited -

Comfort Projects Limited 16,500.00

Others 1,800.00

-

Amounts in brackets represent previous year numbers.

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Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Capital account transactions

Investments in Equity shares

Edelweiss Capital (Singapore) Pte Limited 1,30,33,980

Disinvestment in Equity shares

Edelweiss Asset Management Limited 22,93,50,000

Short Term Non convertible debentures redeemed

ECap Equities Limited 7,81,00,000

Comercial papers subscribed

Edelweiss Commodities Services Limited 1,11,63,55,79,000

Comercial papers redeemed

Edelweiss Commodities Services Limited 44,20,00,00,000

Structured Loan Taken

Edelweiss Commodities Services Limited 2,00,00,00,000

Structured Loan repaid to

Edelweiss Commodities Services Limited 2,00,00,00,000

Structured Loan Given

ECL Finance Limited 2,00,00,00,000

Structured Loan reapid by

ECL Finance Limited 2,00,00,00,000

Current account transactions

Loans repaid by

Edelweiss Securities Limited 2,14,00,96,87,300

Edelweiss Insurance Brokers Limited 7,50,13,563

Edelweiss Commodities Services Limited 4,72,60,93,82,500

Edelweiss Finance & Investments Limited 47,56,01,76,704

ECL Finance Limited 1,66,57,45,50,150

ECap Equities Limited 18,61,82,64,082

Edelcap Securities Limited 44,74,88,68,409

Edelweiss Global Wealth Management Limited 82,13,00,000

Edelweiss Alternative Asset Advisors Limited 15,19,83,907

Edelweiss Broking Limited 4,95,51,59,950

Edel Commodities Limited 11,30,35,28,692

EC Commodity Limited 6,75,81,94,331

Edelweiss Employee Welfare Trust 3,21,02,240

Edel Land Limited 4,45,00,000

EC International Limited 2,35,81,16,796

Edelweiss Capital (Singapore) Pte Limited 1,14,01,170

Edelweiss Fund Advisors Private Limited 3,005

Edelweiss Web Services Limited 13,91,30,603

Edelweiss Housing Finance Limited 11,02,64,53,150

Edelweiss Custodial Services Limited -

Annexure E

30

Page 72: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Edelweiss Investment Adviser Limited 8,32,55,72,660

Edelweiss Financial Advisors Limited 3,16,67,83,712

Edelweiss Comtrade Limited 64,47,54,584

EFSL Comtrade Limited 27,07,26,609

EFSL Commodities Limited 1,32,89,19,817

Edel Commodities Trading Limited 84,34,00,000

Edel Finance Company Limited -

Edelweiss Precious Metals Private Limited 5,00,000

Loans given to

Edelweiss Securities Limited 2,14,84,26,96,000

Edelweiss Insurance Brokers Limited 6,54,00,000

Edelweiss Commodities Services Limited 4,69,46,55,37,900

Edelweiss Finance & Investments Limited 44,86,25,60,000

31

Page 73: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

ECL Finance Limited 1,66,34,69,79,116

ECap Equities Limited 16,82,52,20,000

Edelcap Securities Limited 43,88,33,21,009

Edelweiss Global Wealth Management Limited 64,38,00,000

Edelweiss Broking Limited 4,74,20,30,085

Edelweiss Alternative Asset Advisors Limited 8,51,00,000

Edel Commodities Limited 8,94,94,50,000

EC Commodity Limited 5,31,96,25,000

Edel Land Limited 4,83,00,000

EC International Limited 27,68,32,500

Edelweiss Capital (Singapore) Pte Limited 5,26,06,000

Edelweiss Fund Advisors Private Limited -

Edelweiss Web Services Limited 9,34,00,000

Edelweiss Housing Finance Limited 10,56,23,21,152

Edelweiss Custodial Services Limited 22,38,00,000

Edelweiss Investment Adviser Limited 7,31,33,30,000

Edelweiss Financial Advisors Limited 3,26,80,78,991

Edelweiss Comtrade Limited 67,02,46,535

EFSL Comtrade Limited 28,13,59,906

EFSL Commodities Limited 1,36,33,19,817

Edel Commodities Trading Limited 91,45,34,958

Edel Finance Company Limited 54,99,20,000

Edelweiss Precious Metals Private Limited 5,00,000

Secondary market transactions with broker

Margin placed with broker

Edelweiss Securities Limited 2,15,44,52,807

Margin withdrawn from broker

Edelweiss Securities Limited 2,24,35,97,956

Reimbursement recovered

Edelweiss Finance & Investments Limited 13,67,43,385

Edelweiss Commodities Services Limited 16,37,27,395

ECap Equities Limited 7,11,36,064

ECL Finance Limited 21,84,91,939

Edelweiss Web Services Limited 68,05,213

Edelcap Securities Limited 2,90,39,768

Edelweiss Securities Limited 6,82,088

Edelweiss Asset Management Limited 1,13,06,857

Edelweiss Asset Reconstruction Company Limited 1,57,54,515

Edelweiss Global Wealth Management Limited 1,77,78,573 32

Page 74: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Edelweiss Insurance Brokers Limited 2,75,48,396

Edelweiss Broking Limited 8,27,69,742

Edelweiss Fund Advisors Private Limited 17,20,926

Edelweiss Trustee Services Limited 1,20,857

Allium Financial Services Private Limited 61,888 52,19,655

Arum Investements Private Limited 1,75,64,800

Edelweiss Trusteeship Company Limited 1,78,413

Edelweiss Investment Adviser Limited 77,63,376

Edelweiss Housing Finance Limited 2,33,39,929

33

Page 75: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

EC Commodity Limited 1,15,73,262

Edel Land Limited 11,08,353

Edel Investments Limited 4,61,093

Edelweiss Tokio Life Insurance Company Limited 9,38,81,997

Edel Commodities Limited 1,31,76,130

Oak Holdings Private Limited 15,734

Edelweiss Alternative Asset Advisors Limited 3,97,63,821

Edelweiss Employees Welfare Trust 2,240

Dahlia Financial Services Private Limited 4,17,975

Magnolia Financial Services Private Limited 7,84,325

Edelweiss Custodial Services Limited 1,37,73,295

Edelweiss Capital Markets Limited 17,73,522

Edel Commodities Trading Limited 62,70,183

EFSL Commodities Ltd 15,98,266

EFSL Comtrade Limited 17,90,785

Edelweiss Precious Metals Private Limited 10,10,348

Edelweiss Comtrade Ltd 51,73,879

Edelweiss Financial Advisors Limited 4,60,893

Edel Finance Company Limited 1,476

Reimbursemenst paid

Edelweiss Commodities Services Limited 6,91,298

Edelgive Foundation 5,000

Dividend paid

Rashesh Shah 11,68,76,471

Venkat Ramaswamy 4,50,72,576

Aparna T. C. 1,02,00,000

Kaavya Venkat 1,02,00,000

Vidya Shah 2,49,57,020

A V Ramaswamy 42,500

Shilpa Mody 8,51,020

Sejal Premal Parekh 8,50,000

Edelweiss Employees Welfare Trust 3,19,55,980

Meena Subramanian 5,50,000

Spire Investment Advisors LLC 3,29,37,500

Sneha Sripad Desai 13,750

Remuneration

Rashesh Shah 2,12,69,908

Venkat Ramaswamy 1,47,53,495

Himanshu Kaji 2,02,90,686

34

Page 76: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Dividend income

Edelweiss Commodities Services Limited 11,01,68,862

Edelweiss Finance and Investments Limited 45,00,25,890

35

Page 77: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Advisory Fee/ Commission received

ECL Finance Limited 4,23,40,000

Aster Commodities DMCC 3,84,89,730

EC Global 1,63,16,790

Rating Fee received

ECL Finance Limited 31,53,00,000

Edelweiss Securities Limited 8,81,25,000

Edelweiss Commodities Services Limited 11,51,25,000

Edelweiss Housing Finance Limited 4,68,75,000

Interest income on short term loan

Edelweiss Securities Limited 32,65,62,749

Edelweiss Insurance Brokers Limited 6,01,500

Edelweiss Commodities Services Limited 1,84,45,68,347

Edelweiss Finance & Investments Limited 30,90,83,503

ECL Finance Limited 34,90,79,216

Edelweiss Global Wealth Management Limited 74,04,333

ECap Equities Limited 18,25,73,649

Edelcap Securities Limited 13,65,59,203

Edelweiss Broking Limited 4,38,94,456

Edel Commodities Limited 16,77,58,637

EC Commodity Limited 9,48,27,640

Edelweiss Alternative Asset Advisors Limited 31,70,633

Edel Land Limited 65,37,675

Edelweiss Web Services Limited 69,85,489

EC International Limited 19,49,90,235

Edelweiss Fund Advisors Private Limited 80

Edelweiss Housing Finance Limited 13,29,63,827

Edelweiss Custodial Services Limited 3,41,955

Edelweiss Investment Adviser Limited 17,78,95,304

Edelweiss Financial Advisors Limited 1,02,80,646

Edelweiss Comtrade Limited 19,35,021

Edelweiss Capital (Singapore) Pte. Ltd. 35,03,085

EFSL Comtrade Limited 14,93,447

EFSL Commodities Ltd 86,19,748

Edel Commodities Trading Limited 1,39,15,093

Edel Finance Company Limited 3,87,89,056

Edelweiss Precious Metals Pvt Ltd 2,249

Interest expense on loan

Ecap Equities Limited 21,60,00,065

ECL Finance Limited 6,00,00,160 36

Page 78: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Interest income on margin

Edelweiss Securities Limited 38,74,336

Commission and brokerage

Edelweiss Securities Limited -

Interest Expense on Short term non convertible debentures

ECap Equities Limited 2,99,92,817

Interest Expense on Structured Loan

Edelweiss Commodities Services Limited 20,00,00,000

Interest Income on Structured Loan

ECL Finance Limited 20,00,00,000

Reimbursements paid for common expenses

Rent

Edelweiss Commodities Services Limited 1,92,34,424

Electricity

Edelweiss Commodities Services Limited 10,46,263

Reimbursements recovered for common expenses

Shared staff cost

Edelweiss Securities Limited 2,15,00,000

Edelweiss Commodities Services Limited 1,08,00,000

Edelweiss Fund Advisors Private Limited 10,00,000

ECL Finance Limited 1,08,00,000

Edelweiss Investment Adviser Limited 16,00,000

Edelweiss Asset Reconstruction Company limited 78,18,750

Arum Investment Private Limited 1,08,15,000

Edelweiss Alternative Assets Advisors Limited 1,89,00,000

Advertisement

Edelweiss Securities Limited 20,75,030

Edelweiss Financial Advisors Limited 46,99,570

Edelweiss Housing Finance Limited 46,99,570

Edelweiss Asset Management Limited 26,24,540

Edelweiss Broking Limited 46,99,570

Legal & Professional fees

Edelweiss Commodities Services Limited 18,50,000

Other Operating Expenses

Edelweiss Tokio Life Insurance Company Limited 6,47,023

Edelweiss Broking Limited 1,86,118

ECL Finance Limited 7,008

Edelweiss Commodities Services Limited 1,04,607

Edelweiss Alternative Asset Advisors Limited 2,54,771

Edelweiss Securities Limited 4,10,747

Edelweiss Asset Reconstruction Company Limited 3,000

Edelgive Foundation 4,00,000 37

Page 79: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Edelweiss Precious Metals Private Limited 5,420

Balances with related parties

Investments in Equity shares

Edelweiss Securities Limited 9,20,00,000

Edelweiss Insurance Brokers Limited 49,97,600

Edelweiss Commodities Services Limited 1,10,80,00,000

Edelweiss Finance & Investments Limited 2,29,72,68,230

Edelweiss Fund Advisors Private Limited 5,00,000

Edelweiss Trustee Services Limited 5,00,000

ECL Finance Limited 5,19,05,64,732

ECap Equities Limited 1,00,00,000

Edelcap Securities Limited 1,30,00,000

Edelweiss Asset Management Limited 75,00,00,000

Edelweiss Broking Limited 30,58,00,000

Edelweiss Global Wealth Management Limited 4,56,25,000

Edelweiss Trusteeship Company Limited 10,00,000

EC Commodity Limited 21,10,00,000

Edel Commodities Limited 5,00,000

Edelweiss Alternative Asset Advisors Limited 11,08,00,000

Edelweiss Housing Finance Limited 10,55,00,000

Edelgive Foundation 1,00,000

Edelweiss Investment Adviser Limited 5,00,000

Edelweiss Capital (Singapore) Pte. Limited 1,34,63,329

Edel Land Limited 5,00,000

Edelweiss Custodial Services Limited 51,75,00,000

Edel Investments Limited 2,10,00,000

Edelweiss Tokio Life Insurance Company Limited 3,08,19,13,428

EC International Limited 62,00,250

Loans given

Edelweiss Securities Limited 1,35,04,38,127

Edelweiss Insurance Brokers Limited (0)

Edelweiss Commodities Services Limited 72,54,30,362

Edelweiss Finance & Investments Limited 34,81,01,223

ECL Finance Limited 41,14,62,756

ECap Equities Limited 20,85,79,685

Edelcap Securities Limited 13,08,02,293

Edelweiss Fund Advisors Private Limited -

Edelweiss Global Wealth Management Limited 2,55,17,690

38

Page 80: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Edelweiss Alternative Asset Advisors Limited (0)

Edelweiss Broking Limited 13,77,71,312

Edel Commodities Limited 19,22,66,537

EC Commodity Limited 3,72,66,264

Edel Land Limited 8,83,65,489

EC International Limited 18,59,12,844

Edelweiss Capital (Singapore) Pte Limited 4,98,40,198

Edelweiss Web Services Limited 2,26,50,000

Edelweiss Housing Finance Limited 17,26,12,608

Edelweiss Investment Adviser Limited 64,00,55,579

Edelweiss Financial Advisors Limited 13,72,92,252

Edelweiss Comtrade Limited 2,64,25,000

EFSL Comtrade Limited 1,06,33,297

EFSL Commodities Ltd 3,44,00,000

Edel Commodities Trading Limited 7,11,34,958

Edel Finance Company Limited 54,99,20,000

Edelweiss Custodial Services Limited 22,38,00,000

Edelweiss Employee Welfare Trust 1,34,83,50,000

Loans taken

Ecap Equities Limited 1,80,00,00,000

ECL Finance Limited 50,00,00,000

Margin placed with broker

Edelweiss Securities Limited 5,04,84,640

Trade Payables

Edelweiss Securities Limited 4,86,216

ECL Finance Limited 3,389

Edelweiss Financial Advisors Limited 3,55,265

Edelweiss Broking Limited 8,886

Edelweiss Insurance Brokers Limited 3,437

Edelweiss Global Wealth Management Limited 22,05,662

Edelweiss Housing Finance Limited 1,20,010

Trade Receivables

Aster Commodities DMCC 3,84,89,730

EC Global 1,63,16,790

Advances

Edelweiss Tokio Life Insurance Company Limited 16,68,515

Edelweiss Securities Limited 2,50,97,031

Edelweiss Commodities Services Limited 1,09,27,600

Edelweiss Fund Advisors Private Limited 10,11,240 39

Page 81: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

ECL Finance Limited 1,09,21,392

Edelweiss Asset Management Limited 28,89,954

Edelweiss Alternative Asset Advisors Limited 1,92,33,105

Arum Investments Private Limited 1,09,36,561

Edelweiss Financial Advisors Limited 51,74,827

Edelweiss Broking Limited 51,74,827

Edelweiss Investment Adviser Limited 16,17,984

Edelweiss Global Wealth Management Limited 10

Edelweiss Asset Reconstruction Company Limited 79,06,633

Edelweiss Housing Finance Limited 51,74,827

Dividend Receivable

Edelweiss Commodities Services Limited 11,01,68,862

Edelweiss Finance & Investments Limited 9,95,63,250

Accrued interest on loans given

Edelweiss Securities Limited 10,99,566

Edelweiss Insurance Brokers Limited 505

Edelweiss Commodities Services Limited 9,26,945

Edelweiss Finance & Investments Limited 29,12,114

ECL Finance Limited 5,57,996

Edelweiss Global Wealth Management Limited 21,476

ECap Equities Limited 12,05,368

Edelcap Securities Limited 3,97,940

Edelweiss Broking Limited 2,99,463

Edel Commodities Limited 8,57,691

EC Commodity Limited 4,44,370

Edelweiss Alternative Asset Advisors Limited 4,156

Edel Land Limited 1,27,848

Edelweiss Web Services Limited 17,605

EC International Limited 1,04,83,213

Edelweiss Housing Finance Limited 1,97,069

Edelweiss Custodial Services Limited 3,07,759

Edelweiss Investment Adviser Limited 11,18,647

Edelweiss Financial Advisors Limited 1,86,791

Edelweiss Comtrade Limited 32,842

Edelweiss Capital (Singapore) Pte. Ltd. 17,79,911

EFSL Comtrade Limited 7,848

EFSL Commodities Ltd 1,64,401

Edel Commodities Trading Limited 1,47,081 40

Page 82: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2013

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Edel Finance Company Limited 7,90,221

Bonus payable

Rashesh shah 1,33,00,000

Venkat Ramaswamy 68,00,000

Himanshu Kaji 1,28,00,000

Corporate Guarantee

ECL Finance Limited 26,93,84,00,000

Edelweiss Securities Limited 10,03,60,00,000

Edelweiss Commodities Services Limited 7,21,50,00,000

Edelweiss Housing Finance Ltd 4,98,70,12,732

Aster Commodities DMCC 2,28,43,50,600

EC Global 54,38,93,000

Amounts in brackets represent previous year numbers.

41

Page 83: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Capital account transactions

Investments in Equity shares

Edelweiss Tokio Life Insurance Company Limited 56,03,00,000

Edel Land Limited 8,50,000

Investments in Preference shares

EC International Limited 9,18,48,98,420

ECap Equities Limited 1,80,00,000

Redemption of Preference shares

EC International Limited 9,18,48,98,420

Purchase of Equity shares from

Rashesh Shah 9,76,000

Venkat Ramaswamy 9,76,000

Sale of Equity shares to

Edelweiss Commodities Services Limited 51,96,52,751

Edelweiss Securities Limited 51,75,00,000

ECap Equities Limited 1,30,00,000

Comercial papers subscribed by

Edelweiss Commodities Services Limited 1,09,75,27,27,500

Comercial papers redeemed to

Edelweiss Commodities Services Limited 28,75,00,00,000

Edelweiss Global Wealth Management Limited 25,30,00,000

Comercial papers redeemed by

Edelweiss Commodities Services Limited 1,00,00,00,000

Current account transactions

Loans repaid by

Edelweiss Securities Limited 3,38,24,44,51,200

Edelweiss Insurance Brokers Limited 98,22,388

Edelweiss Commodities Services Limited 6,10,93,99,69,976

Edelweiss Finance & Investments Limited 1,16,96,38,86,910

ECL Finance Limited 2,91,20,87,65,900

ECap Equities Limited 1,08,32,96,30,301

Edelcap Securities Limited -

Edelweiss Global Wealth Management Limited 97,12,95,749

Edelweiss Alternative Asset Advisors Limited 2,85,08,489

Edelweiss Broking Limited 12,35,95,13,734

Edel Commodities Limited 11,29,52,15,371

EC Commodity Limited 3,04,22,90,141

Edelweiss Employee Welfare Trust 2,45,00,000

Edel Land Limited 42,00,000

Annexure E

30

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Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

EC International Limited 3,28,29,01,947

Edelweiss Capital (Singapore) Pte. Limited -

Edelweiss Fund Advisors Private Limited 2,85,556

Edelweiss Web Services Limited 23,35,19,710

Edelweiss Housing Finance Limited 6,04,16,64,300

Edelweiss Custodial Services Limited 35,18,00,000

Edelweiss Investment Adviser Limited 2,52,20,73,459

Edelweiss Financial Advisors Limited 2,52,74,08,000

Edelweiss Comtrade Limited 1,22,90,04,827

EFSL Comtrade Limited 5,21,61,87,072

EFSL Commodities Limited 1,89,04,21,393

Edel Commodities Trading Limited 87,77,55,741

Edel Finance Company Limited 80,11,00,000

Edelweiss Precious Metals Private Limited -

Edelweiss Asset Management Limited 1,34,60,435

Edelweiss Retail Finance Limited 1,33,19,95,509

Loans given to

Edelweiss Securities Limited 3,36,97,28,19,114

Edelweiss Insurance Brokers Limited 98,22,388

Edelweiss Commodities Services Limited 6,10,72,28,38,913

Edelweiss Finance & Investments Limited 1,17,04,32,14,773

31

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Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

ECL Finance Limited 2,90,80,71,42,543

ECap Equities Limited 1,07,99,35,10,176

Edelcap Securities Limited -

Edelweiss Global Wealth Management Limited 94,57,78,059

Edelweiss Broking Limited 12,22,17,42,472

Edelweiss Alternative Asset Advisors Limited 2,85,08,489

Edel Commodities Limited 11,12,26,53,905

EC Commodity Limited 3,00,50,23,877

Edel Land Limited 1,12,00,000

EC International Limited 6,01,49,02,693

Edelweiss Capital (Singapore) Pte. Limited 26,46,83,072

Edelweiss Fund Advisors Private Limited 2,85,556

Edelweiss Web Services Limited 22,84,43,523

Edelweiss Housing Finance Limited 5,87,52,33,643

Edelweiss Custodial Services Limited 13,96,98,885

Edelweiss Investment Adviser Limited 2,04,91,96,719

Edelweiss Financial Advisors Limited 2,48,44,42,310

Edelweiss Comtrade Limited 1,23,99,22,211

EFSL Comtrade Limited 5,20,71,04,775

EFSL Commodities Limited 1,85,91,21,893

Edel Commodities Trading Limited 80,66,20,783

Edel Finance Company Limited 34,58,93,448

Edelweiss Precious Metals Private Limited -

Edelweiss Asset Management Limited 1,34,60,435

Edelweiss Retail Finance Limited 1,58,80,51,184

Long term Loans given to

Edelweiss Commodities Services Limited 70,00,00,000

Edelweiss Retail Finance Limited 15,00,00,000

Long term Loans taken from

ECL Finance Limited 1,51,00,00,000

Edelweiss Comtrade Limited 10,46,00,000

Long term Loans repaid to

ECap Equities Limited 30,00,00,000

ECL Finance Limited 2,01,00,00,000

Secondary market transactions with broker

Margin placed with broker

Edelweiss Securities Limited 1,09,20,84,448

Margin withdrawn from broker

32

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Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Edelweiss Securities Limited 1,13,45,45,209

Reimbursement recovered

Edelweiss Finance & Investments Limited 22,77,63,038

Edelweiss Commodities Services Limited 23,24,60,325

ECap Equities Limited 17,44,97,356

ECL Finance Limited 33,57,69,105

Edelweiss Web Services Limited 97,84,027

Edelcap Securities Limited -

Edelweiss Securities Limited 9,08,640

Edelweiss Asset Management Limited 1,14,60,996

Edelweiss Asset Reconstruction Company Limited 29,64,155

Edelweiss Global Wealth Management Limited 2,02,50,558

Edelweiss Insurance Brokers Limited 2,67,14,262

Edelweiss Broking Limited 10,65,04,541

Edelweiss Fund Advisors Private Limited 1,80,251

Edelweiss Trustee Services Limited 1,36,351

Allium Financial Services Private Limited 92,00,513

Arum Investments Private Limited 3,67,90,178

Edelweiss Trusteeship Company Limited 2,31,943

Edelweiss Investment Adviser Limited 1,12,88,943

Edelweiss Housing Finance Limited 3,73,76,432

33

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Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

EC Commodity Limited 58,00,420

Edel Land Limited 6,61,080

Edel Investments Limited 4,56,757

Edelweiss Tokio Life Insurance Company Limited 17,49,001

Edel Commodities Limited 81,40,780

Oak Holdings Private Limited 14,650

Edelweiss Alternative Asset Advisors Limited 5,91,66,513

Edelweiss Employees Welfare Trust -

Dahlia Financial Services Private Limited 33,69,604

Magnolia Financial Services Private Limited 39,96,640

Edelweiss Custodial Services Limited 28,72,724

Edelweiss Capital Markets Limited 93,69,103

Edel Commodities Trading Limited 47,40,326

EFSL Commodities Limited 21,92,706

EFSL Comtrade Limited 63,47,955

Edelweiss Precious Metals Private Limited 28,72,049 12,79,818

Edelweiss Comtrade Limited 1,81,86,880

Edelweiss Financial Advisors Limited 5,89,295

Edel Finance Company Limited 2,098

Edelgive Foundation 75,179

Edelweiss Retail Finance Limited 2,08,611

Reimbursements paid

Edelweiss Commodities Services Limited 1,42,758

Edelweiss Alternative Asset Advisors Limited 47,606

Edelweiss Web Services Limited 5,11,58,952

Dividend paid

Rashesh Shah 8,72,96,125

Venkat Ramaswamy 3,44,67,264

Aparna T. C. 78,00,000

Kaavya Venkat 78,00,000

Vidya Shah 1,90,84,780

A V Ramaswamy 32,500

Shilpa Mody 6,50,780

Sejal Premal Parekh 6,50,000

Edelweiss Employees Welfare Trust 2,44,36,926

Meena Subramanian -

Spire Investment Advisors LLC 2,72,67,500

Sneha Sripad Desai 6,66,250

Rujan Panjwani 66,04,897 34

Page 88: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Shabnam Panjwani 9,750

Remuneration

Rashesh Shah 3,54,70,125

Venkat Ramaswamy 53,40,152

Himanshu Kaji 1,78,26,339

Rujan Panjwani 32,48,932

Dividend income

Edelweiss Commodities Services Limited 31,11,52,596

Edelweiss Finance & Investments Limited 15,13,36,140

Profit on sale of investments

Edelweiss Commodities Services Limited 32,08,47,249

35

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Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Advisory & Other Fee/ Commission received

ECL Finance Limited 7,68,00,000

Aster Commodities DMCC 7,13,22,837

EC Global Limited 1,56,25,948

Edelweiss International Singapore Pte Limited 1,69,53,072

Edelweiss Tokio Life Insurance Company Limited 5,00,00,000

Rating Fee received

ECL Finance Limited 21,55,00,000

Edelweiss Securities Limited 6,61,50,000

Edelweiss Commodities Services Limited 8,80,50,000

Edelweiss Housing Finance Limited 3,42,00,000

Edelweiss Finance & Investments Limited 75,00,000

ECap Equities Limited 2,30,00,000

Edelcap Securities Limited -

Edelweiss Capital Markets Limited 44,00,000

EFSL Comtrade Limited 17,00,000

Interest income on short term loan

Edelweiss Securities Limited 33,28,85,002

Edelweiss Insurance Brokers Limited 1,84,930

Edelweiss Commodities Services Limited 82,48,07,429

Edelweiss Finance & Investments Limited 15,19,71,365

ECL Finance Limited 36,76,39,329

Edelweiss Global Wealth Management Limited 48,71,720

ECap Equities Limited 30,61,76,966

Edelcap Securities Limited -

Edelweiss Broking Limited 2,39,29,389

Edel Commodities Limited 8,26,90,408

EC Commodity Limited 1,70,42,537

Edelweiss Alternative Asset Advisors Limited 5,62,327

Edel Land Limited 93,69,040

Edelweiss Web Services Limited 62,28,119

EC International Limited 4,69,11,305

Edelweiss Fund Advisors Private Limited 130

Edelweiss Housing Finance Limited 2,62,97,736

Edelweiss Custodial Services Limited 56,61,501

Edelweiss Investment Adviser Limited 3,40,49,449

Edelweiss Financial Advisors Limited 53,87,261

Edelweiss Comtrade Limited 27,63,855

Edelweiss Capital (Singapore) Pte. Limited 21,41,146

36

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Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

EFSL Comtrade Limited 5,19,44,754

EFSL Commodities Limited 2,25,01,037

Edel Commodities Trading Limited 73,02,631

Edel Finance Company Limited 5,79,71,928

Edelweiss Precious Metals Pvt Ltd -

Edelweiss Asset Management Limited 46,991

Edelweiss Retail Finance Limited 59,54,838

Interest income on long term loan

Edelweiss Commodities Services Limited 6,90,411

Edelweiss Retail Finance Limited 1,47,945

Interest expense on loan

Ecap Equities Limited 21,47,17,875

ECL Finance Limited 9,76,04,512

Edelweiss Comtrade Limited 82,88,967

Interest income on margin

Edelweiss Securities Limited 46,10,384

Clearing charges

Edelweiss Securities Limited 55,000

Commission & Brokerage

Edelweiss Securities Limited 7,32,22,424

Insurance Expenses

Edelweiss Tokio Life Insurance Company Limited 68,587

Processing Fees

Edelweiss Web Services Limited 33,250

Reimbursements paid for common expenses

Rent

Edelweiss Commodities Services Limited 1,89,70,938

Electricity

Edelweiss Commodities Services Limited 14,52,657

Gratuity Provision

ECL Finance Limited 9,08,000

Edel Finance Company Limited 89,000

Edelweiss Alternative Asset Advisors Limited 12,43,000

Edelweiss Broking Limited 1,96,000

Edelweiss Commodities Services Limited 21,000

Edelweiss Finance & Investments Limited 5,63,000

Edelweiss Global Wealth Management Limited 41,000

Edelweiss Investment Adviser Limited 4,28,000

Edelweiss Securities Limited 6,64,000

Edelweiss Web Services Limited 53,000

Reimbursements recovered for common expenses

Shared staff cost

Edelweiss Securities Limited 1,85,00,000

37

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Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Edelweiss Commodities Services Limited 92,00,000

Edelweiss Fund Advisors Private Limited -

ECL Finance Limited 92,00,000

Edelweiss Investment Adviser Limited -

Edelweiss Asset Reconstruction Company limited 6,39,180

Arum Investments Private Limited 45,58,000

Edelweiss Alternative Assets Advisors Limited -

Advertisement

Edelweiss Securities Limited 61,00,336

Edelweiss Financial Advisors Limited 28,50,000

Edelweiss Housing Finance Limited 14,04,000

Edelweiss Asset Management Limited -

Edelweiss Broking Limited 24,00,000

Legal & Professional fees

ECL Finance Limited 16,00,000

Edelweiss Securities Limited 23,71,222

Edelweiss Finance & Investments Limited 76,20,571

Other operating expenses

Edelweiss Securities Limited 44,914

Balances with related parties

Investments in Equity shares

Edelweiss Securities Limited 9,20,00,000

Edelweiss Insurance Brokers Limited 69,49,600

Edelweiss Commodities Services Limited 1,10,80,00,000

Edelweiss Finance & Investments Limited 1,77,81,15,479

Edelweiss Fund Advisors Private Limited 5,00,000

Edelweiss Trustee Services Limited 5,00,000

ECL Finance Limited 5,19,05,64,732

ECap Equities Limited 1,00,00,000

Edelcap Securities Limited -

Edelweiss Asset Management Limited 75,00,00,000

Edelweiss Broking Limited 30,58,00,000

Edelweiss Global Wealth Management Limited 4,56,25,000

Edelweiss Trusteeship Company Limited 10,00,000

EC Commodity Limited 21,10,00,000

Edel Commodities Limited -

Edelweiss Alternative Asset Advisors Limited 11,08,00,000

Edelweiss Housing Finance Limited 10,55,00,000

Edelgive Foundation 1,00,000

Edelweiss Investment Adviser Limited 5,00,000

38

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Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Edelweiss Capital (Singapore) Pte. Limited 1,34,63,329

Edel Land Limited 13,50,000

Edelweiss Custodial Services Limited -

Edel Investments Limited 2,10,00,000

Edelweiss Tokio Life Insurance Company Limited 3,64,22,13,428

EC International Limited 62,00,250

Investments in Preference shares

ECap Equities Limited 1,80,00,000

Short term Loans given

Edelweiss Securities Limited 7,88,06,041

Edelweiss Insurance Brokers Limited -

Edelweiss Commodities Services Limited 51,01,33,841

Edelweiss Finance & Investments Limited 42,74,29,086

ECL Finance Limited 98,39,399

ECap Equities Limited 32,61,853

Edelcap Securities Limited -

Edelweiss Fund Advisors Private Limited -

Edelweiss Global Wealth Management Limited -

Edelweiss Alternative Asset Advisors Limited -

Edelweiss Broking Limited 50

Edel Commodities Limited 1,78,70,529

EC Commodity Limited -

Edel Land Limited 9,53,65,489

EC International Limited 2,84,79,75,955

Edelweiss Capital (Singapore) Pte. Limited 31,07,10,076

Edelweiss Web Services Limited 1,75,73,813

Edelweiss Housing Finance Limited 61,81,951

Edelweiss Investment Adviser Limited 16,71,78,839

Edelweiss Financial Advisors Limited 9,43,26,562

Edelweiss Comtrade Limited 3,73,42,384

EFSL Comtrade Limited 15,51,000

EFSL Commodities Limited 31,00,500

Edel Commodities Trading Limited -

Edel Finance Company Limited 9,47,13,448

Edelweiss Custodial Services Limited 1,16,98,885

Edelweiss Asset Management Limited -

Edelweiss Retail Finance Limited 25,60,55,675

Edelweiss Employee Welfare Trust 1,32,38,50,000

Long term Loans given39

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Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Edelweiss Commodities Services Limited 70,00,00,000

Edelweiss Retail Finance Limited 15,00,00,000

Loans taken

Ecap Equities Limited 1,50,00,00,000

ECL Finance Limited -

Edelweiss Comtrade Limited 10,46,00,000

Margin placed with broker

Edelweiss Securities Limited 80,23,879

Trade Payables

Edelweiss Securities Limited 47,47,374

ECL Finance Limited 9,08,000

Edelweiss Financial Advisors Limited -

Edelweiss Broking Limited 3,16,000

Edelweiss Asset Management Limited 5,704

Edelweiss Global Wealth Management Limited 42,819

Edelweiss Housing Finance Limited 5,559

Edel Finance Company Limited 89,000

Edelweiss Alternative Asset Advisors Limited 12,45,884

Edelweiss Commodities Services Limited 21,000

Edelweiss Finance & Investments Limited 5,63,000

Edelweiss Investment Adviser Limited 4,28,000

Edelweiss Web Services Limited 87,035

Trade Receivables

Aster Commodities DMCC 7,13,22,837

EC Global Limited 1,56,25,948

Edelweiss International Singapore Pte Limited 1,69,53,072

Edelweiss Tokio Life Insurance Company Limited 5,11,80,000

Advances

Edelweiss Tokio Life Insurance Company Limited 1,531

Edelweiss Securities Limited 2,85,43,021

Edelweiss Commodities Services Limited 94,17,120

Edelweiss Fund Advisors Private Limited -

ECL Finance Limited 1,25,54,880

Edelweiss Broking Limited 26,91,790

Edelweiss Alternative Asset Advisors Limited 1,98,801

Arum Investments Private Limited 46,65,569

Edelweiss Financial Advisors Limited 31,51,960

Edelweiss Comtrade Limited 3,950

Allium Financial Services Private Limited 28,100 40

Page 94: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Edelweiss Global Wealth Management Limited 10

Edelweiss Asset Reconstruction Company Limited 7,15,411

Edelweiss Housing Finance Limited 15,53,555

Edelweiss Metals Limited 12,000

Edelweiss Finance & Investments Limited 56,50,857

Edelweiss Web Services Limited 2,00,000

Advances recoverable in cah or in kind for value to be received

Edelweiss Tokio Life Insurance Company Limited 1,09,05,837

Dividend Receivable

Edelweiss Commodities Services Limited 15,92,98,219

Edelweiss Finance & Investments Limited -

Accrued interest on loans given

Edelweiss Securities Limited 83,15,995

Edelweiss Insurance Brokers Limited 33

Edelweiss Commodities Services Limited 75,51,647

Edelweiss Finance & Investments Limited 25,90,689

ECL Finance Limited 38,70,135

Edelweiss Global Wealth Management Limited 1,44,167

ECap Equities Limited 15,74,764

Edelcap Securities Limited -

Edelweiss Broking Limited 7,70,187

Edel Commodities Limited 18,94,883

EC Commodity Limited 31,304

Edelweiss Alternative Asset Advisors Limited 270

Edel Land Limited 2,99,176

Edelweiss Web Services Limited 27,769

EC International Limited 41,96,274

Edelweiss Housing Finance Limited 4,39,075

Edelweiss Custodial Services Limited 1,87,493

Edelweiss Investment Adviser Limited 26,64,420

Edelweiss Financial Advisors Limited 2,07,597

Edelweiss Comtrade Limited 1,02,671

Edelweiss Capital (Singapore) Pte. Limited 37,47,512

EFSL Comtrade Limited 1,51,514

EFSL Commodities Limited 6,40,615

Edel Commodities Trading Limited 14,216

Edel Finance Company Limited 13,89,461

Edelweiss Retail Finance Limited 9,40,801 41

Page 95: Private and Confidential- For Private Circulation only edelweis… · Working Day/ Business Day All days ... Edelweiss Financial Services Limited was originally incorporated as Edelweiss

Edelweiss Financial Services Limited (formerly Edelweiss Capital Limited)

Notes to the financial statements (Continued)

for the year ended 31 March 2014

(Currency : Indian rupees)

21 Notes to the accounts (Continued)

21.2 Related party (Continued)

(H) Transactions and balances with related parties :

Particulars

Subsidiaries / entities

controlled by the

Company

Enterprise over which

significant influence is

exercised

Associates Individual exercising

significant control

Relatives of individuals

exerising significant

control

Enterprises which

exercise significant

influence

Interest accrued and due on borrowings

ECap Equities Limited 48,82,195

ECL Finance Limited 7,33,810

Edelweiss Comtrade Limited 3,40,451

Bonus payable

Rashesh shah 2,75,00,000

Himanshu Kaji 1,00,00,000

Corporate Guarantee

ECL Finance Limited 31,18,47,00,000

Edelweiss Securities Limited 7,03,50,00,000

Edelweiss Commodities Services Limited 2,40,00,00,000

Edelweiss Housing Finance Ltd 9,37,37,02,381

Aster Commodities DMCC 2,82,46,90,600

EC Global Limited 60,09,98,000

Edelweiss International Singapore Pte Limited 2,70,44,91,000

Edelweiss Finance & Investments Limited 47,07,00,000

Amounts in brackets represent previous year numbers.

42

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