Strictly Confidential Disclosure Document – For Private ... Oswal Securities Limited. Disclosure Document - - - - Securities Securities India. India. of Credit Rating Oswal Document

Strictly Confidential Disclosure Document – For Private Circulation Only

This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus (This document has been prepared as per provisions of i) Schedule 1 of SEBI (Issue & Listing of Debt Securities) Regulations, 2008 as amended, and ii) Form No. PAS-4 of Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended

MOTILAL OSWAL SECURITIES LIMITED

CIN: U65990MH1994PLC079418 Registered Office: Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST Depot,

Prabhadevi, Mumbai - 400 025 Tel: +91 22 3980 4200, Fax: +91 22 3089 6842

Website: www.motilaloswal.com

e-mail: [email protected]

Disclosure Document for issue by way of Private Placement by Motilal Oswal Securities Limited ("MOSL" or the "Company" or the "Issuer") of 500 Secured, Listed, Redeemable Non-Convertible Debentures ("Debentures") of the face value of Rs. 10,00,000 each, for cash aggregating Rs 50 Crore (the "Issue").

GENERAL RISKS Investment in debt and debt related securities (more particularly these Debentures) involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of Investors is invited to the statement of risk factors set out in this Memorandum Of Private Placement. This Disclosure Document has not been submitted, cleared or approved by SEBI. It should be clearly understood that the Company is solely responsible for the correctness, adequacy and disclosure of all relevant information herein.

CREDIT RATING

"ICRA AA (Stable)" by ICRA for the issue of Debentures aggregating Rs. 50 Crore. The rating is not a recommendation to buy, sell or hold the bonds issued by the Company. The rating agency has a right to review and/or, revise the rating at any time on the basis of new information or unavailability of information or such other circumstances which the Credit Rating Agency believes may have an impact on its rating.

LISTING The Debentures are proposed to be listed on the wholesale debt market segment of the Bombay Stock Exchange Limited ("BSE" or the "Stock Exchange"). The BSE has given its 'in-principle' approval to list the Debentures by letter no. DCS/COMP/PK/IP-PPDI/836/16-17 dated February 01, 2017.

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE 3rd February, 2017 3rd February, 2017

The Company reserves the right to change the Issue time table including the Date of Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription at the commencement of banking hours and


close at the close of banking hours.

The Issue shall be subject to the terms and conditions of this Disclosure Document filed with the Stock Exchange and other documents in relation to the Issue.

DEBENTURE TRUSTEE REGISTRAR Name: Vistra ITCL (India) Limited Address: The IL&FS Financial Centre Plot No. C- 22, G Block, 7th Floor, Bandra Kurla Complex, Bandra (East), Mumbai- 400051 Tel: +91 -22 - 26593535 Fax: +91 -22 - 26533297 email: [email protected]

Name: Link Intime India Private Limited Address: C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai- 400078 Tel: 91-11-025963838 Fax: 91 -11-25946969 Email: [email protected]

RATING AGENCY

Name: ICRA Limited Address: 1802, 18th Floor, Tower 3, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone, Mumbai - 400013 Tel: +91 22 61796300 Fax: +91 22 24331390 Email: [email protected]

DISCLAIMERS

GENERAL DISCLAIMER This private placement disclosure document (hereinafter referred to as the "Disclosure Document" or “Offer Document”) is neither a prospectus nor a statement in lieu of prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended and 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. The issue of Secured, Listed, Redeemable Non-Convertible Debentures (hereinafter referred to as "Debentures") to be listed on the Wholesale Debt Market ("WDM") segment of the Bombay Stock Exchange Limited ("BSE") is being made strictly on a private placement basis. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. Apart from this Disclosure Document, no offer document or prospectus has been prepared in connection with the offering of this issue or in relation to the Issuer nor is such a prospectus required to be registered under the applicable laws. Accordingly, this Disclosure Document has neither been delivered for registration nor is it intended to be registered. This Disclosure Document has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not purport to contain all the information that any potential investor may require. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating the purchase of any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances. It is the responsibility of potential investors to also ensure that they will sell these Debentures strictly in accordance with this Disclosure Document and other applicable laws, so that the sale does not constitute an offer to the public within the meaning of the Companies Act, 2013. By subscribing to the Debentures, eligible investors shall be deemed to have acknowledged that the Issuer does not owe them


a duty of care in this respect. Accordingly, none of the Issuer's officers or employees shall be held responsible for any direct or consequential losses suffered or incurred by any recipient of this Disclosure Document as a result of or arising from anything expressly or implicitly contained in or referred to in this Disclosure Document or any information received by the recipient in connection with the issue of Debentures. None of the intermediaries or their agents or advisors associated with this Issue undertake to review the financial condition or affairs of the Company during the life of the arrangements contemplated by this Disclosure Document or have any responsibility to advise any Investor or potential investor in the Debentures of any information available with or subsequently coming to the attention of the intermediaries, agents or advisors. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. The contents of this Disclosure Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. The person to whom a copy of this Disclosure Document is sent is alone entitled to apply for the Debentures. No invitation is being made to any persons other than those to whom application forms along with this Disclosure Document have been sent. Any application by a person to whom the Disclosure Document and/or the application form has not been sent by the Issuer shall be rejected without assigning any reason. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. It is the responsibility of the eligible investors to have obtained all consents, approvals or authorizations required by them to participate in the Issue. The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding the contents of this Disclosure Document and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding its contents, without the prior written consent of the Issuer. Each person receiving this Disclosure Document acknowledges that such person has been afforded an opportunity to request and to review and has received all additional information considered by that person to be necessary to verify the accuracy of or to supplement the information herein and has not relied on any intermediary that may be associated with issuance of the instrument in connection with its investigation of the accuracy of such information or its investment decision. The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of Company or for the correctness of the statements made or opinions expressed in this document. The issue of Debentures being made on private placement basis, filing of this document is not required with SEBI, however SEBI reserves the right to take up at any point of time, with the Company, any irregularities or lapses in this document. DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Disclosure Document has been submitted to the Bombay Stock Exchange


Limited ("BSE") for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer's securities will be listed or continue to be listed on BSE; nor does it take responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Note: This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus. This is only an information brochure intended for private use and should not be construed to be a prospectus and/or an invitation to the public for subscription to the Debentures under any law for the time being in force. The Issuer can, at its sole and absolute discretion, change the terms of the offer.


Table of Contents

I ISSUER INFORMATION

A. Name and address of the following 3

i. Registered office of the Issuer 3

ii. Corporate office of the Issuer 3

iii. Company Secretary 3

iv. Compliance Officer

v. CFO of the Issuer 3

vi. Arrangers, if any, of the instrument 3

vii. Trustee of the issue 3

viii. Registrar of the issue 3

ix. Credit Rating Agency of the issue 4

x. Auditors of the Issue 4

B. Brief summary of Business/Activities and Lines of Business 4

i. Overview 4

ii. Corporate Structure 6

iii. Key Operational and Financial Parameters for the last 3 Audited years 7

iv. Project cost and means of financing 7

C. Brief history of the Issuer since its incorporation and details of activities 8

i. Share Capital of the Company 8

ii. Capital Structure for last five years 8

iii. Equity Share Capital History of the Company 8

iv. Details of Acquisition or amalgamation in the last 1 year 8

v. Details of any Reorganization or Reconstruction in the last 1 year 8

D. Details of shareholding of the Company 9

i. Share Holding Pattern of the Company 9

ii. List of top ten holders of equity shares of the Company 9

E. Details regarding directors of the Company 10

i. Details of current directors of the Company 10

ii. Details of change in directors since last three years 12

F. Details regarding the auditors of the Company 13

i. Details of the auditor of the Company 13

ii. Details of the change in auditors since last three years 13

G. Details of borrowings of the Company 13


i. Details of secured loan facilities 13

ii. Details of unsecured loan facilities 14

iii. Details of Non- Convertible Debentures 14

iv. List of Top 10 Debenture Holders 14

v. The amount of Corporate Guarantee issued 14

vi. Details of Commercial Paper 14

vii. Details of rest of the borrowings 15

viii. Details of all defaults / delay in payments and other financial indebtedness in last five

years

15

ix. Details of debt securities issued at a discount/ premium 15

H. Details of promoters of the Company 15

i. Details of promoter holding in the Company 15

I. Detailed audited Financial Information for last three years 16

J. Unaudited Half yearly Financial Information 24

K. Any material event/development or change with regards to issue 26

L. Name of Debenture Trustee 26

M. Rating Rationales adopted by rating agencies 26

N. Security backed by Guarantee or Letter of Comfort 26

O. Consent Letter from the Debenture Trustee 26

P. Name of recognized Stock Exchange where securities are proposed to be listed 27

Q. Other details 27

i. DRR creation 27

ii. Issue/instrument specific regulations 27

iii. Application process 27

II Risk Factors 34

III Details of Debt Securities Issued and Sought to be listed 38

IV Issue Size 38

V Details of Material Contracts and Documents 38

VI Undertaking – Common form of Transfer 39

VII Redemption amount, period of maturity, yield on redemption 40

VIII Discount at which such offer is made and effective price for investor as a result of

such discount

40

IX Servicing behavior on existing debt securities, payment of due interest on due dates

on term loans and debt securities

40

X Permission from prior creditors for creation of pari passu charge 40


XI Underwriting 40

XII Form NO PAS 4 41

1. General Information 41

2. Particulars of the offer 43

3. Disclosures with regard to interest of Directors, Litigations etc 44

4. Financial Position of the Company 45

5. Declaration by the Directors 46

XIII Term sheet containing details of securities to be issued 47

XIV Illustration of bond cash flows 53

XV Declaration 54

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Abbreviations

BSE Bombay Stock Exchange Limited

CDSL Central Depository Services (India) Limited

NSDL National Securities Depository Limited

PAN Permanent Account Number

PPD Private Placement of Debentures

RTGS Real Time Gross Settlement

SEBI Securities and Exchange Board of India

TDS Tax deducted at source

WDM Wholesale Debt Market

Issue related terms

The Company/ Issuer

Motilal Oswal Securities Limited.

Application Form The form used by an Investor to apply for subscription to the Debentures pursuant to the Issue

Board/ Board of Directors/ Director(s)

Board of Directors of Motilal Oswal Securities Limited or a duly constituted committee thereof.

Balance Sheet date The last date of the financial year of the Company which is currently 31st March, 2016.

Crore 1 crore = 10 million

Depository Participants/DP

A depository participant as defined under the Depositories Act.

NCDs/Debentures Secured Redeemable Non-Convertible Debentures of Rs. 10,00,000 each

Trustee Vistra ITCL (India) Limited

Arranger N.A.

Allot/Allotment/Allotted

Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue.

Beneficial Owner(s)

Holder(s) of the Debentures in dematerialized form as defined under section 2 of the Depositories Act.

Coupon Payment Date

Date of payment of interest on the Debentures

Credit Rating Agency

ICRA Limited

Debenture holder(s)

The investors who are allotted Debentures

Debenture Trustee Regulations

Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993, as amended from time to time.

Depository(ies) A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL.

2

Issue Issue by way of private placement of the Debentures by the Issuer.

Maturity Date The date on which repayment of principal amount in respect of the Debentures shall be made.

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.

Pay-in Date The date on which the Debenture holders shall make payment for subscription to the Debentures

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/R&T containing the name of Debenture holders entitled to receive interest in respect of the Debentures on the Record Date, which shall be maintained at the Registered Office

Disclosure Document

This document dated 2nd February, 2017 for Private Placement of Secured, Listed, Rated, Redeemable Non-Convertible Debentures for cash at par aggregating to INR Rs. 50 crore to be issued by the Company.

Working Days All days except Saturday, Sunday and any public holiday.

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SECTION I: ISSUER INFORMATION A. NAME AND ADRESS OF THE FOLLOWING

i. Registered Office of the Issuer

Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai - 400 025, Maharashtra Website: www.motilaloswal.com

ii. Corporate Office of the Issuer

Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai - 400 025, Maharashtra Website: www.motilaloswal.com

iii. Company secretary Ms. Pooja Sutradhar Motilal Oswal Tower, 5th Floor, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai - 400 025, Maharashtra Board: +91-3980-4200 DID: +91-022-3312 4962 Email: [email protected]

iv. Compliance officer Ms. Pooja Sutradhar Motilal Oswal Tower, 5th Floor, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai - 400 025, Maharashtra Board: +91-3980-4200 DID: +91-022-3312 4963 Email: [email protected]

v. CFO of the Issuer Mr. Shalibhadra Shah Motilal Oswal Tower, 5th Floor, Rahimtullah Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai - 400 025, Maharashtra Board: +91-3980-4200 DID: +91-022-3312-4917 Email: [email protected]

vi. Arrangers, if any, of the instrument

N.A

vii. Debenture Trustee of the Issue

Name: Vistra ITCL (India) Limited Address: The IL&FS Financial Centre Plot No. C- 22, G Block, 7th Floor, Bandra Kurla Complex, Bandra (East), Mumbai- 400051 Tel: 022 - 26593535

Fax: 022- 26533297 email: [email protected]

viii. Registrar of the Issue

Name: Link Intime India Private Limited Address: C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai- 400078 Tel: 91-11-025963838 Fax: 91 -11-25946969

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Email: [email protected]

ix. Credit Rating Agency(-ies) of the Issue

ICRA Limited

x. Auditors of the Issuer M/s. Haribhakti & Co, LLP, Chartered Accountants, 701, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai-400 059 Tel:- +91-022-6672 9999 Fax:- +91-022-6672 9777

B. BRIEF SUMMARY OF BUSINESS /ACTIVITIES AND LINE OF BUSINESS

i. OVERVIEW

The Company was originally incorporated as Deo Securities Private Limited vide Certificate of Incorporation dated 5th July, 1994. Subsequently Deo Securities Private Limited changed its name to Deo Securities Limited; vide Certificate of change of name dated 14th November, 2000. Later the company changed its name from Deo Securities Limited to Motilal Oswal Securities Limited (MOSL), vide fresh Certificate of Incorporation dated 30th November, 2000.

Motilal Oswal Securities Limited is a wholly owned subsidiary company of Motilal Oswal Financial Services Limited, an NBFC Regulated by RBI. MOSL started as a stock broking company and has blossomed into well diversified firm offering a range of financial products and services with a diversified client base that includes retail customers (including High Net worth Individuals), mutual funds, foreign institutional investors, financial institutions and corporate clients.

Among others the company’s main object is to act as Stock Broker and to execute stock trades on behalf of its Clients. The company is a member of Stock Exchanges such as Bombay Stock Exchange (BSE), National Stock Exchange of India Limited (NSE) and Metropolitan Stock Exchange of India Limited (MSEI). The company has been honored with ‘Best Performing National Financial Advisor – Equity Broker’ award for the Fifth time at the UTI-CNBC TV18 Financial Advisor Awards. Motilal Oswal Securities Limited (MOSL) is governed by Securities Exchange Board of India (SEBI) who has laid down certain frameworks and regulation which every Stock Broking Company is required to comply with. The various regulations includes SEBI (Stock Brokers and Sub-brokers) (Amendment) Regulations, 2015; SEBI (Depositories and Participants) (Amendment) Regulations, 2014; SEBI (Prohibition of Insider Trading) Regulations, 2015; SEBI (Research Analysts) Regulations, 2014. The company has been complying with such regulations.

As per SEBI (Stock Brokers and Sub-brokers) (Amendment) Regulations, 2015, a Stock Broker is required to ensure compliance with Stock Broker and Sub-broker regulations, before getting registered any Sub-broker /Authorised Person with MOSL.

In terms of SEBI (Depositories and Participants) (Amendment) Regulations, 2014, the company has been registered as Depository participants with SEBI. Under this regulation, SEBI laid down Rights and Obligations for Depository Participants.

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, MOSL has drafted

5

Employee Trading Policy for the prevention of Insider Trading as per aforesaid Regulations. As per this regulation, MOSL is obtaining disclosures on trading from MOSL Employees on timely basis. Further certain parameters are set and process is laid down for Pre-Clearance of Trades.

As part of providing best in class customer friendly services, the company has now initiated E-KYC Process for Account opening, facilitating clients to open trading accounts online with full digitization encouraging ‘Digital India’ movement.

Being a registered Stock Broker and Depository Participant with SEBI, the company is required to comply with SEBI Guidelines and also have to submit various documents to the Stock Exchanges from time to time. Such submission includes daily, monthly, quarterly, half-yearly and yearly submissions. The Exchanges namely, BSE, NSE, MSEI has given Compliance Checklist, including all these submissions and their due dates. MOSL compliance team ensures timely submissions of various documents to the Exchanges. The company adheres to all regulatory requirements, prescribed by various regulators from time to time. MOSL conducts audit of its sub-brokers/Authorised Persons (APs) and Branches every year on proportionate basis through in-house internal audit team. These audits are conducted to ensure that the sub-brokers/APs and branches are well versed with compliance aspects and also to ensure that they adhere to compliance requirements. The company issues internal circulars, arrange seminars and trainings for educating the sub-brokers/Aps, about compliance needs.

The company at present is having membership with Stock Exchanges like BSE, NSE and MSEI and Depository Participant of CDSL and NSDL. Details of aforesaid Registrations are given below:

Sr. No.

Name of the Exchange Segment Registration Number

Date of Registration

1. Bombay Stock Exchange (BSE)

Capital Market

INB011041257 30th September, 2000

2. Bombay Stock Exchange (BSE)

Future & Options

INF011041257 23rd May, 2000

3. Bombay Stock Exchange (BSE

Currency Derivative

- 16th January, 2014

4. National Stock Exchange (NSE)

Capital Market

INB231041238 16th March, 1999


Future & Options

INF231041238 06th June, 2000


Currency Derivative

INE231041238 17th January, 2013

7. Metropolitan Stock Exchange of India Limited

Capital Market

INB26104123 17th January, 2013

8. Metropolitan Stock Exchange of India Limited,

Future & Options

INF261041231 17th January, 2013

9. Metropolitan Stock Exchange of India Limited,

Currency Derivative

INE261041231 17th January, 2013

10. Central Depository Services Limited (CDSL)`

- CDSL-IN-DP-09-99 12th April, 1999

11. National Securities - NSDL-IN-DP- 24th July, 2000

6

Depositories Limited NSDL-152-2000

The company’s strong governance principles coupled with fairness and integrity in its dealings enabled it to get conferred with the following awards and milestones:- Year Details of Awards conferred/Milestones achieved

2000 Received the Asia Money award for the best domestic equity house.

2005 Awarded with best local brokerage, most independent research brokerage and best in sales and service.

2008 Awarded with best franchisor in financial services by franchising world magazine for the second time in succession.

2009 Rated as No. 1 broker at the ET Now-Starmine Analyst Awards.

2011 Won the best capital markets award at CNBC TV 18.

2011 Awarded with best equity broking house at BSE-Dun & Bradstreet Equity Broking Awards.

2012 Awarded with best equity broker at Bloomberg UTV Financial Leadership Awards.

2012 Awarded with Retailer of the year (Banking & Financial Services) at the award for retail excellence organized by Asia Retail Congress.

2012 Adjudged best performing Equity Broker (National) at the CNBC TV 18 Financial Advisor Awards-Two Years in a Row.

2013 Adjudged best performing Equity Broker (National) at the CNBC TV 18 Financial Advisor Awards-Three Years in a Row.

2014 Adjudged best performing Equity Broker (National) at the CNBC TV 18 Financial Advisor Awards-Four Years in a Row.

2015 Motilal Oswal Securities Ltd. has been awarded the Best Broking House-Institutional & Cash Segments at Dun & Bradstreet Best Equity Broking Awards 2015 held in Mumbai.

2016 Motilal Oswal Securities has been awarded for the 5th time as Best Equity Broker-National & Awarded as Best Institution for Financial Education & Inclusion by Special Jury

ii. CORPORATE STRUCTURE

Motilal Oswal Securities Limited is a wholly owned Subsidiary of Motilal Oswal Financial Services Limited. As on date, the company has various subsidiaries, as mentioned below:

(A) Indian Subsidiaries:

1. Motilal Oswal Capital Markets Private Limited (MOCMPL)

2. Motilal Oswal Asset Management Company Limited (MOAMC)

3. Motilal Oswal Capital Limited (Subsidiary of MOAMC)

4. Motilal Oswal Trustee Company Limited (MOTC)

5. Motilal Oswal Wealth Management Limited (MOWML)

6. Motilal Oswal Securities International Private Limited (MOSIPL)

7. Aspire Home Finance Corporation Limited(AHFCL)

(B) Companies Incorporated Outside India:

1. Motilal Oswal Capital Markets (Hong Kong) Private Limited

2. Motilal Oswal Capital Markets (Singapore) Pte. Limited

3. Motilal Oswal Asset Management (Mauritius) Private Limited (Subsidiary of MOAMC)

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iii. KEY FINANCIAL PARAMETERS OF LAST THREE FISCAL YEARS AND

HALF YEAR ENDED ON 30TH SEPTEMBER, 2016:- Standalone Financial Statements (Rs. in Million)

Parameters For the half year ended 30th September, 2016 (Unaudited)

FY ended 31st March, 2016 (Audited)



Net worth 8,103.18 7,628.10 7,022.64 6,450.59

Total Debt 9,197.07 4,096.79 1,726.54 0.81

of which – Non-Current Maturities of Long Term Borrowing

1,000 - - -

- Short Term Borrowing 8,197.07 4,096.79 1,726.54 0.81

- Current Maturities of Long Term Borrowing

- - - -

Net Fixed Assets 1,229.84 1,385.13 1,396.25 1,397.79

Non-Current Assets 15,047.85 11,912.40 8,170.88 3,838.15

Cash and Cash Equivalents 888.05 894.24 2,028.74 978.06

Current Investments - 16.36 - 704.38

Current Assets 9,591.26 5,607.58 5,487.94 6,654.24

Current Liabilities 15,324.48 9,686.70 6,419.90 3,853.89

Net Sales 3,382.01 5,505.07 5,425.61 3,217.70

EBITDA 1,057.48 1,465.49 1,788.77 891.32

EBIT 960.08 1,230.9 1,585.05 748.18

Interest 294.67 436.91 92.06 11.35

PAT 475.08 605.46 1,081.23 170.78

Dividend amounts - - 416.95 273.01

Current ratio 0.63:1 0.58:1 0.85:1 1.73

Interest coverage ratio 2.94:1 2.92:1 14.96 28.66

Gross debt/equity ratio 1.13 0.54 0.25 0

Debt Service Coverage Ratios 0.12 0.32 0.98 73.30

GROSS DEBT EQUITY RATIO OF THE COMPANY AS ON 30TH SEPTEMBER, 2016:-

Before the issue of debt Securities

1.13

After the issue of debt Securities

1.17

iv. PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW

PROJECTS Not Applicable

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C. BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION AND DETAILS OF ACTIVITIES

i. SHARE CAPITAL OF THE COMPANY AS ON 30TH SEPTEMBER, 2016

Share Capital Rs. (in Million)

Authorized Share Capital

5,500,000 Equity Shares of Rs. 10/- each 55.00

6,500,000 1% Redeemable Cumulative Preference Shares of Rs. 10/- each

65.00

TOTAL 120.00

Issued, Subscribed and Paid-up Share Capital

13,18,830 Equity Shares of Rs. 10/- each fully paid Of the above, 13,18,830 shares are held by holding company Motilal Oswal Financial Services Limited

13.19

TOTAL 13.19

ii. ICHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END, FOR THE LAST FIVE YEARS:-

Date of Change ( AGM/EGM)

Rs. Particulars

NA NA NA

iii. EQUITY SHARE CAPITAL HISTORY OF THE COMPANY AS ON LAST QUARTER

END, FOR THE LAST FIVE YEARS:- There has been no change in the Equity Share capital of the company as on last quarter end for the last five years.

iv. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR:

There has been no acquisition or amalgamation in the last 1 year. v. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1

YEAR:-

Type of Event Date of Announcement Date of Completion Details

NA NA NA NA

9

D. DETAILS OF THE SHAREHOLDING OF THE COMPANY

i. SHAREHOLDING PATTERN OF THE COMPANY AS ON 30TH SEPTEMBER, 2016:-

Sr No

Particulars Total No of Equity Shares

No of shares in demat form

Total Shareholding as % of total no of equity shares

1. Motilal Oswal Financial Services Limited (MOFSL)

1,318,218 - 99.95

2. Mr. Raamdeo Agarawal (Nominee of MOFSL)

100 - 0.008

3. Mr. Motilal Oswal (Nominee of MOFSL)

100 - 0.008

4. Mrs. Vimla Oswal (Nominee of MOFSL)

100 - 0.008

5. Mrs. Suneeta Agrawal (Nominee of MOFSL)

100 - 0.008

6. Mr. Navin Agarwal (Nominee of MOFSL)

100 - 0.008

7. Ms. Pratiksha Oswal (Nominee of MOFSL)

100 - 0.008

8. Mr. Ajay Menon (Nominee of MOFSL)

12 - 0.008

Total 1,318,830 100

ii. LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON 30TH

SEPTEMBER, 2016:-

Sr No

Particulars Total No of Equity Shares


Total Shareholding as % of total no of equity

shares


1,318,218 - 99.95


100 - 0.008


100 - 0.008

10


100 - 0.008


100 - 0.008


100 - 0.008


100 - 0.008


12 - 0.008

Total 1,318,830 100

E. DETAILS REGARDING DIRECTORS OF THE COMPANY i. DETAILS OF CURRENT DIRECTORS OF THE COMPANY

The name and address of the Directors of the Company as on Second Quarter ended 30th September, 2016 are as under:

Sr. No.

Name, Designation, Age and DIN of Director

Director of the

company since

Address Details of other Directorship as on

31st September, 2016

Occupation

1 Mr. Ajay Menon Chairman & Managing Director Age : 42 DIN: 00024589

02/04/2004 B-404 Uranus, Vasant Galaxy, Bangur Nagar, Goregaon (West), Mumbai – 400090, Maharashtra, India.

(i) Motilal Oswal Commodities Broker Private Limited

(ii) Motilal Oswal Capital Markets Private Limited

(iii) Motilal Oswal

Securities International Private Limited

(iv) Motilal Oswal

Wealth Management Limited

Service

2 Mr. Harsh Kanaiyalal Joshi

20/10/2010 Geeta Bhavan, C – Building, Ground Floor,

(i) Motilal Oswal Securities International

Service

11

Whole Time Director

Age : 45 DIN: 02951058

Warden Road, Mumbai, 400036, Maharashtra, India.

Private Limited

(ii) Motilal Oswal Wealth Management Limited

(iii) Motilal Oswal Insurance Brokers Private Limited

3 Mr. Sudhir Dhar Non-Executive Director Age : 49 DIN:06911441

20/10/2014 Building No. 15, Wing ‘B’, Flat No. B-502, Bhakti Park, Next to Imax Theatre, Wadala (East), Mumbai-400037

(i) Motilal Oswal Wealth Management Limited

Service

4 Ms. Rekha Utsav Shah Independent Woman Director Age : 51 DIN: 07072417

30/01/2015 Flat 10, Plot 409, Jolly Bhavan 1B Jolly Friends CHS, 15th Road, TPS III, Bandra West, Mumbai, 400050

NA Service

5 Mr. Praveenkumar Tripathi Independent Director Age : 59 DIN: 03154381

31/07/2015 Row House No.5, Ashirvad Gokul Concorde CHS, Surya Village, W.E Highway, Kandivali (East), Mumbai-400011.

(i) Magic9 Media & Consumer Knowledge Private Limited

(ii) Motilal Oswal Financial Services Limited

(iii) Magic9 Media & Analytics Private Limited

(iv) Indigo Paints Private Limited

Service

12

ii. DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS

Name, Designation and DIN

Date of Appointment/ Resignation

Director of the Company since (in case of resignation)

Remarks

Name: Mr. Balkumar Agarwal Designation: Independent Director DIN:00001085

Date of Appointment 30/04/2011 Date of Expiry of term 31/07/2015

30/04/2011 Term Expired on 31st July, 2015

Name: Mr. Sudhir Dhar Designation: Non Executive Director DIN: 06911441

31/07/2015 N.A Appointment

Name: Ms. Rekha Shah Designation: Independent Woman Director DIN: 07072417


Name: Mr. Ajay Menon Designation: Managing Director DIN: 00024589


Name: Mr. Praveen Tripathi Designation: Independent Director DIN: 03154381


13

F. DETAILS REGARDING THE AUDITORS OF THE COMPANY i. DETAILS OF THE AUDITOR OF THE COMPANY

Name Address Auditor since

M/s. Haribhakti & Co, LLP, Chartered Accountants

701, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai-400 059

10th May, 2004

ii. DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS:-

Name Address Date of

Appointment / Resignation

Auditor of the Company since

(in case of resignation)

Remarks

NA NA N.A NA NA

There has been no change in auditor since last three years. G. DETAILS OF BORROWINGS OF THE COMPANY

i. DETAILS OF SECURED LOAN FACILITIES (AS ON 30TH SEPTEMBER, 2016) :-

Lender’s Name

Type of Facility

Amt Sanctioned (Rs. in million)

Principal Amt Outstanding (Rs. in million)

Repayment Date / Schedule

Security

HDFC Bank Ltd

Overdraft 1,650 1,011.71 On Demand Loan against Property

HDFC Bank Ltd

Overdraft 500 - On Demand Loan against Debtor

ICICI Bank Ltd

Overdraft 700 400.520 On Demand Loan against Debtor

IndusInd Bank Ltd

Overdraft 750 - On Demand Loan against

Bajaj Finance Ltd

Long Term Loan

1,000 1,000 24 months Loan against Mutual Fund

14

ii. DETAILS OF UNSECURED LOAN FACILITIES (AS ON 30TH SEPTEMBER, 2016)

Lender’s Name

Type of Facility

Loan Taken (Amt Sanctioned) (Rs. in million)

Principal Amt Outstanding (Rs. in million)

Repayment Date / Schedule

Motilal Oswal Financial Services Limited

Loans and Advances

498.76

498.76

On Demand

Motilal Oswal Wealth Management Limited

Loans and Advances

183.45

183.45

On Demand

iii. DETAILS OF NON-CONVERTIBLE DEBENTURES, IF ANY. (AS ON 30TH SEPTEMBER, 2016)

Debe nture Series

Tenor / Period of Maturity

Coupon Amount Date of Allotment

Redempti on Date/ Schedule

Credit Rating

Secured / Unsecured

Secur ity

NA NA NA NA NA NA NA NA NA

iv. LIST OF TOP 10 DEBENTURES HOLDERS AS ON 30TH SEPTEMBER, 2016:

Sr. No.

Name of Debenture Holders Amount

NA NA NA

v. THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED.

Motilal Oswal Securities Limited has not issued any corporate guarantee in favour of any party, as on 30th September, 2016. vi. DETAILS OF COMMERCIAL PAPERS AS ON 30TH SEPTEMBER, 2016:

Investor CP amount (Rs. in million) Date of Issue Maturity date

HDFC BANK Ltd 1,000 13-May-16 9-Nov-16

Invesco Mutual Fund 1,000 5-Aug-16 7-Oct-16

SBI Mutual Fund 750 12-Aug-16 10-Nov-16

SBI Mutual Fund 750 12-Aug-16 10-Nov-16

ICICI Pru MF 1,000 19-Aug-16 17-Nov-16

Reliance Mutual Fund 1,650 29-Aug-16 25-Nov-16

TOTAL

6,150

15

vii. DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY CONVERTIBLE DEBENTURES / PREFERENCE SHARES ) AS ON 30TH SEPTEMBER, 2016:-

Party Name (in case of Facility) / Instrument Name

Type of Facility/ Instrument

Amount Sanctioned / Issued

Principal Amount outstanding

Repayment Date/ Schedule

Credit Rating

Secured / Unsecured

Security

NA NA NA NA NA NA NA NA

viii. DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS .

The Company has not made any default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years.

ix. DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION. The Company has not issued any debt security (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option. H. DETAILS OF PROMOTERS OF THE COMPANY:-

Details of Promoter Holding in the Company as on the latest quarter ended on 30th September, 2016:

Sr No

Name of the shareholders

Total No of Equity Shares


Total shareholding as % of total no of equity shares

No of Shares Pledged

% of Shares pledged with respect to shares owned.


1,318,218 - 99.95 - -


100 - 0.008 - -

16


100 - 0.008 - -


100 - 0.008 - -


100 - 0.008 - -


100 - 0.008 - -


100 - 0.008 - -


12 - 0.00 - -

Total 1,318,830 - 100 - -

I. Financial Summary

The table provides highlights of audited financial performance containing key Standalone operational and financial parameters of MOSL for the last three fiscal years and for the Second Quarter Ended 30th September, 2016:-

• BALANCE SHEET

As at 31st March, 2016

(Rs. in million)


(Rs. in million)


(Rs. in million)

I EQUITY AND LIABILITIES

Shareholders’ Funds

Share Capital 13.19 13.19 13.19

Reserves and Surplus 7,614.91 7,009.45 6,437.40

TOTAL (A) 7,628.10 7,022.64 6,450.59

Non-Current Liabilities

Long-term liabilities 10.05 10.05 3.74

Deferred Tax Liabilities (Net) 142.17 159.36 153.01

17

Long-term Provision 52.96 46.87 31.17

TOTAL (B) 205.18 216.28 187.92

Current Liabilities

Short-term Borrowings 4,096.79 1,726.54 0.81

Trade payables 3,957.06 3,880.70 3,398.53

Other Current Liabilities 1,341.57 331.43 170.83

Short-term Provision 291.28 481.23 283.72

TOTAL (C) 9,686.70 6,419.90 3,853.89

TOTAL ( A+B+C ) 17,519.98 13,658.82 10,492.40

II ASSETS

Non-Current Assets

Fixed Assets

Tangible Assets 1,323.45 1,350.58 1,349.09

Intangible Assets 61.69 45.67 48.71

Non-Current Investments 9,243.11 6,556.60 2,260.39

Long-term Loans and Advances 259.15 218.03 163.36

Other non-current assets 1,025.00 - 16.62

TOTAL (D) 11,912.40 8,170.88 3,838.16

Current Assets

Current Investments 16.36 - 704.38

Inventories - - 606.26

Trade receivables 4,548.76 3,229.72 2,374.01

Cash and Bank Balances 894.24 2,028.74 978.06

Short-term Loans and advances 116.97 186.46 1,827.36

Other current assets 31.25 43.02 164.16

TOTAL (E) 5,607.58 5,487.94 6,654.24

TOTAL ( D+E ) 17,519.98 13,658.82 10,492.40

• STATEMENT OF PROFIT AND LOSS

For the Year Ended 31st March, 2016 (Rs. In million)

For the Year Ended 31st March, 2015

(Rs. In million)

For the Year Ended 31st March, 2014

(Rs. In million)

Income

Revenue from operations 5,467.70 5,300.36 2,969.78

Other Income 37.37 125.25 247.92

Total (A) 5,505.07 5,425.61 3,217.70

Expenses

Employee benefit Expenses 1,388.77 1,127.84 761.45

18

Finance Cost 456.67 118.49 21.66

Depreciation and amortization expenses 234.59 203.72 143.15

Operating Expenses 1,627.81 1,655.30 946.78

Other Expenses 1,003.24 827.27 607.84

Total Expenses (B) 4,711.08 3,932.62 2,480.88 Profit before Exceptional Item and tax {C=(A-B)} 793.99 1,492.99 736.82

Exceptional Items (D) - - (496.99)

Profit before taxation (E=C+D) 793.99 1,492.99 239.82

Less: Provision for taxation

For current year

Current Tax 205.72 421.34 100.02

Deferred Tax (17.19) 6.35 (32.24)

Tax Impact of Transition Depriciation - 8.58 -

For previous year (s) (Income Tax) - (24.51) 1.26

Total Tax Expenses (F) 188.53 411.76 69.04

Profit for the year (E-F) 605.46 1,081.23 170.78

Earnings per share (Rs.) (Face Value Per Share Rs. 10/-)

Basic 459.09 819.84 129.49

Diluted 459.09 819.84 129.49

• CASH FLOW STATEMENT

For the Year Ended 31st March 2016

(Rs. In million)

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before taxation

793.99

Add:

Depreciation 234.59

Deposit Written off 5.63

Bad debts written off 46.16

Provision for Doubtful debts (9.06)

Loss in Partnership 9.47

Interest Paid/Borrowing Cost 456.67

Gratuity 23.52

Leave Salary 3.90 770.88

1,564.87

Less:

Profit on sale of fixed assets 0.75

Rent income 20.52

Interest income from loans 6.38

Profit on Investments 306.21

Dividend Income 28.35

19

Profit in Partnership 103.42

Interest income from Investments 27.67 493.30

Operating Profit 1,071.57

Adjustments for:

1) (Increase) in Trade receivables (1,356.14)

2) Decrease in Stock in trade -

3) Decrease in short term loans and advances 43.27

4) (Increase) in long term loans and advances (20.07)

5) (Increase) In Non-Current Assets (1,025.00)

6) (Increase) In Fixed Deposits with Banks 956.49

7) Increase In Other Current Assets 6.65

8) Increase In current Investment (16.36)

9) Increase In Trade Payable 76.36

10) Increase In other Current Liability 1,082.44

11) (Decrease) In Short Term Provision (107.15)

12) Increase In other Long Term Liability -

13) Increase In Provision for Gratuity 6.10 (353.42)

CASH GENERATED FROM OPERATIONS

718.15

Taxes Paid (248.59)

NET CASH GENERATED/(USED) FROM OPERATING ACTIVITIES 469.56

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (223.86)

Loans to Holding Company (13,857.80)

Repayment of loans from Holding Company 13,884.01

Interest received from Investments 30.09

Investment in Subsidiaries Company

(1,000.00)

Proceeds From sale of fixed Assets 3.89

Rent received 23.21

Interest Received from loans 6.38

Purchase of Investments (2,398.63)

Proceeds From Sale of Investments 1,109.40

Dividend Received 28.35 (2,394.95)

NET CASH (USED) IN INVESTING ACTIVITIES (2,394.95)

C.CASH FLOW FROM FINANCING ACTIVITIES

Final Dividend and Dividend Distribution Tax) (168.26)

Interest Paid (454.62)

Bank Overdraft (Net of Repayment) 494.08

Loans and Advances from Subsidiary Company 991.72

20

Repayment of Loans to Subsidiary Company (864.27)

Commercial Paper Issued 15,500.00

Commercial Paper Redeemed (13,751.28) 1,747.37

NET CASH GENERATED FROM FINANCING ACTIVITIES

1,747.37

NET CASH FLOW GENERATED FROM /(USED) IN FOR THE PERIOD

(178.01)

Cash & Cash Equivalents as at Beginning of the year

Cash on Hand 1.74

Bank Balance in Current account 451.37 453.11

Total Cash & Cash Equivalents as at Beginning of the year 453.11

Cash & Cash Equivalents as at end of the year

Cash on Hand 3.80

Bank Balance in current account 271.30 275.10

Total Cash & Cash Equivalents as at End of the year 275.10


(Rs. In million)


Profit before taxation

1,492.99

Add:

Depreciation 203.72

Deposit Written off 2.27

Finance Cost 118.49


Provision for Doubtful debts - 338.10

1,831.09

Less:


Rent income 23.16

Interest income from loans 100.53 123.74

1,707.35

Operating Profit

Adjustments for:

1) (Increase) in Trade receivables (869.33)

2) (Increase) in Stock in trade 606.26

21

3) (Increase) in short term loans and advances 107.43

4) (Increase) in long term loans and advances (33.16)

5) Decrease In Non-Current Assets 16.62

6) (Increase) In Fixed Deposits with Banks (818.28)

7) Increase In Other Current Assets 119.06

8) Increase In current Investment 768.23

9) (Decrease) In Non-Current Investment (2,713.15)

10) Increase In other Trade Payable 482.17

11) Increase/(Decrease) In other Current Liability 141.34

12) Increase In Short Term Provision 176.70

13) Increase In other Long Term Liability 6.32

14) Increase/(Decrease) In Provision for Gratuity 15.70

(1,994.10)

CASH GENERATED ( USED) / FROM OPERATIONS

(286.75)

Taxes Paid (390.21)

NET CASH GENERATED/(USED) FROM OPERATING ACTIVITIES

(676.96)



Loans to Holding Company (23,137.78)

Repayment of loans from Holding Company 24,671.24

Investment in Subsidiary Company (1,650.00)

Proceeds From sale of fixed Assets 0.15

Rent received 17.15

Interest Received from loans 108.63 (215.05)

NET CASH GENERATED/(USED) FROM INVESTING ACTIVITIES

(215.05)


Proceeds / Repayment of borrowing 1,725.73

Final Dividend (inclusive of Dividend Distribution Tax) (486.27)

Interest Paid (115.05) 1,124.41

NET CASH GENERATED FROM /(USED) IN FINANCING ACTIVITIES

1,124.41

NET CASH FLOW GENERATED FROM /(USED) IN FOR THE PERIOD

232.40


Cash on Hand 10.86

22

Bank Balance in Current account 209.85

220.71

Total Cash & Cash Equivalents as at Beginning of the year

220.71


Cash on Hand 1.74

Bank Balance in current account 451.37 453.11

Total Cash & Cash Equivalents as at End of the year

453.11


(Rs. In million)


Profit before taxation 239.82

Add:

Depreciation 143.15

Deposit Written off -


Provision for Doubtful debts 6.95

Loss in Partnership 1.47

Interest Paid/Borrowing Cost 11.35 168.19

408.01

Less:


Rent received 15.03

Interest received 176.96

Profit on Investments 9.51

Dividend Received 41.56 245.35

Operating Profit 162.66

Adjustments for:

1) (Increase)/Decrease in Trade receivables (439.82)

2) (Increase)/Decrease in Stock in trade 779.42

3) (Increase)/Decrease in short term loans and advances (105.09)

4) (Increase)/Decrease in long term loans and advances 16.53

5) Increase/(Decrease) In Non-Current Assets (16.01)

6) Increase/(Decrease) In Interest Accrued/Other Current Assets 177.53

7) Increase/(Decrease) In other Trade Payables 857.87

8) Increase/(Decrease) In other Current Liabilities (234.22)

9) Increase/(Decrease) In Short Term Provision 5.74

10) Increase/(Decrease) In Long Term Provisions (3.11)

11) Increase/(Decrease) In other Long Term Liability 3.74 1,042.58

23

CASH GENERATED FROM OPERATIONS 1,205.24

Taxes Paid (136.58)

NET CASH GENERATED/(USED) FROM OPERATING ACTIVITIES

1,068.66



Investment in Subsidiary Company (200.00)

Sale of fixed Assets 16.12

Rent received 15.03

Interest Received 176.96

Purchase of Investments (1896.48)

Sale of Investments 531.49

Investments/(Proceeds) from Fixed deposits(more than 3months) 158.16

Dividend Received 41.56 NET CASH GENERATED/(USED) FROM

INVESTING ACTIVITIES

(1,223.58)


Proceeds / Repayment of borrowing 0.81

Final Dividend (inclusive of Dividend Distribution Tax) (327.11)

Interest Paid (11.35)

NET CASH GENERATED FROM /(USED) IN FINANCING ACTIVITIES

(337.65)

NET CASH FLOW GENERATED FOR THE PERIOD

(492.57)


Cash on Hand 1.36

Cheques on Hand 10.20

Bank Balance in Current account 701.72 Total Cash & Cash Equivalents as at Beginning

of the year 713.28


Cash on Hand 10.86

Cheques on Hand -

Bank Balance in current account 209.85 Total Cash & Cash Equivalents as at End of the

year 220.71

24

J. UNAUDITED FINANCIAL RESULTS FOR THE HALF YEAR ENDED 30TH SEPTEMBER, 2016:-

As at 30th Sept 16 (Rs. In million)

I EQUITY AND LIABILITIES 1 Shareholders’ Funds

Share Capital 13.19

Reserves and Surplus 8,089.99

TOTAL (A) 8,103.18

2 Non-Current Liabilities

Long term borrowings 1,000

Deferred Tax Liabilities (Net) 113.94

Long term liabilities 25.01

Long term Provisions 72.50

TOTAL (B) 1,211.45

3 Current Liabilities

Short-term Borrowings 8,197.07

Trade Payables 6,127.32

Other Current Liabilities 578.69

Short-term Provision 421.41

TOTAL (C ) 15,324.48

GRAND TOTAL (A+B+C) 24,639.11

II ASSETS

1 Non-Current Assets

Fixed Assets

Tangible Assets 1,163.18

Intangible Assets 66.66

Non –Current Investments 12,504.42

Long-term Loans and Advances 248.04

Other Non- Current Assets 1,065.55

TOTAL (D) 15,047.85

2 Current Assets

Current investments -

Trade Receivables 8,394.02

Cash and bank balances 888.05

25

Short term loans and advances 185.76

Other Current-assets 123.43

TOTAL (E) 9,591.26

GRAND TOTAL (D+E) 24,639.11

STATEMENT OF PROFIT AND LOSS FOR THE HALF YEAR ENDED 30TH SEPTEMBER, 2016

For the Second Quarter Ended 30th Sept, 2016 (Rs. In million)

REVENUE

Revenue from operations 3,361.02

Other Income 20.98

Total Revenue (A) 3,382.01

EXPENSES

Employee benefit Expenses 853.19

Finance Cost 305.29

Depreciation and amortization expenses 97.39

Operating expenses 1,018.71

Other Expenses 442.01

Total Expenses (B) 2,716.59

Profit before Exceptional Item and tax {C=(A-B)} 665.41

Exceptional Items -

Profit after Exceptional Item and before tax (E=C+D) 665.41

Less: Provision for Taxation

For Current Year

Current Tax 219.87

Deferred Tax (28.23)

For earlier year (s) (income tax) -

Total Tax Expenses (F) 190.34

Profit after Exceptional Item and after tax {G=(E-F)} 475.08

Earnings per share (Face Value Per Rs. 10)

Basic 360.23

Diluted 360.23

26

K. 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. There have been no other material developments after the date of the adoption and approval of the last financial statements other than as disclosed in the Disclosure Document, which would materially and adversely affect or are likely to affect the trading or profitability of the Company or the value of its assets, or its ability to pay its liabilities within the next twelve months, other than what has been already set out elsewhere in this Disclosure Document. There are no material event/ development or change having implications on the financial/ credit quality, i.e any material regulatory proceedings against the Company/Promoters, tax litigations resulting in material liabilities, corporate restructuring event etc, at the time of the issue which may affect the issue or the investors decision to invest/ continue to invest in the debt securities.

L. NAME OF THE DEBENTURE TRUSTEE:-

The debentures are being issued on a private placement basis. Vistra ITCL (India) Limited has given their consent to the Issuer vide their letter dated 31st January, 2017 (Annexure I) for their name to be used as Trustee for the Debenture holders in relation to the issue.

M. RATING RATIONALE ADOPTED BY THE RATING AGENCIES

ICRA Limited has assigned a rating of “ICRA AA (Stable)” (pronounced ICRA double A with stable outlook) to this Issue of Debentures by the Issuer to the extent of Rs. 50 crores. Instruments with ICRA AA rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

Kindly note that the rating is not a recommendation to buy, sell or hold the bonds issued by the Company. The rating agency has a right to review and/or, revise the rating at any time on the basis of new information or unavailability of information or such other circumstances which the Credit Rating Agency believes may have an impact on its rating.

Necessary co-operation would be given to the Credit Rating Agency in providing true and adequate information until the debt obligations in respect of the Debentures are outstanding. For further details, please see the Rating Letter attached as Annexure – II.

N. SECURITY BACKED BY A GUARANTEE OR LETTER OF COMFORT The security is not backed by a guarantee or letter of comfort. O. CONSENT LETTER FROM THE DEBENTURE TRUSTEE Consent letter dated 31st January, 2017 from Vistra ITCL (India) Limited.

27

P. NAME OF RECOGNIZED STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED

The Debentures are proposed to be listed on the Whole Sale Debt Segment of the BSE. The issuer shall comply with the requirements of the listing agreement for debt securities to the extent applicable to it on a continuous basis.

Q. OTHER DETAILS i. CREATION OF DEBENTURE REDEMPTION RESERVE (DRR) AS STIPULATED IN THE DEBENTURE TRUST DEED/ COMPANIES ACT 2013/ SEBI GUIDELINES

The Company shall create the Debenture Redemption Reserve in accordance with the provisions of the Companies Act 2013, Rules framed thereunder, notifications and Circular issued from time to time. ii. ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS (COMPANIES ACT, RBI GUIDELINES, ETC).

• The Companies Act, 2013 and the Rules framed there under and any amendment thereto

• SEBI (Issue and Listing of Debt Securities) Regulation, 2008 as amended from time to time.

The Board of Directors has authorized a committee of Directors comprising Mr. Ajay Menon, Mr. Harsh Joshi and Mr. Sudhir Dhar to approve the Disclosure Document. 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 interest or

redemption 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. (iii) 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 Motilal Oswal Securities Limited and marked “A/c Payee Only” in case of cheques. The full amount of the face value 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 herein above. Cheques/demand drafts/electronic fund transfer instruction may be drawn on any bank which is situated and is a member or sub member of the Banker’s clearing houses located at Mumbai. Investors are required to make payments only through cheques/demand drafts/electronic transfer payable at Mumbai. The company assumes no responsibility for any applications/cheques/demand drafts lost in mail or in transit. Subscription should be made for a minimum of

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10 Debentures (Rs. 1, 00, 00,000) and in multiples of 1 Debenture (Rs. 10, 00,000) thereafter. All cheques/demand drafts should be in favour of “Motilal Oswal Securities Limited” and crossed “Account Payee Only”. Alternatively investors can remit their subscription money by way of electronic transfer of funds through the RTGS mechanism for credit in the account of “Motilal Oswal Securities Limited” in the bank account as per the following details:

Who can invest?

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.

This Disclosure Document and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly through a communication by the Company and only such recipients are eligible to apply for the Debentures.

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

� Companies and Bodies Corporate including Public Sector Undertakings

� Commercial Banks

� Regional Rural Banks

� Financial Institutions

� Insurance Companies

� Asset Management Companies and Mutual Funds

� Provident & Pension Funds

� Any other investor(s) to invest in these Debentures provided their investments should not be deemed as deposits under the Companies Act, 2013.

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

Documents to be provided by Investors

Investors need to submit the following documents, along with the subscription form, as applicable

� Memorandum and Articles of Association

� Resolution / letter authorizing the investment

� Certified true copy of the Power of Attorney (if applicable)

� Form 15AA for investors seeking exemption from Tax Deduction at Source (TDS) on Interest payment on application money, if applicable

� Specimen signature of the authorised signatories, duly certified by an appropriate authority

� Copy of PAN Card of the investor

Date of Subscription

Date of Subscription shall be the date of realization of proceeds of subscription money in the bank account of the Company.

Date of Allotment

The Date of Allotment shall be 3rd February, 2017. The Company shall allot the Debentures

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and issue and credit the Letter of Allotment in the beneficiary account of the investor(s) with NSDL / CDSL / Depository Participant (“Beneficiary Account”). Basis of Allotment will be decided by the Company.

Depository Arrangements

The Company has appointed Link Intime India Private Limited, as the Registrar for the Issue. The Company has made necessary depository arrangements with NSDL and CDSL for the Issue and holding of Debentures in the dematerialized form by investors. In this context the Company has signed tripartite agreements as under:

� Tripartite Agreement dated 6th July, 2007 between the Company, the Registrar and NSDL for offering Depository option to the investors.

Investors can hold the Debentures only in the dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time.

Tripartite Agreement between the Company, the Registrar and CDSL will be executed by the Company within 30 days from the date of allotment.

PAN

Each of the applicants should mention his/her/their PAN allotted under the IT Act. Applications without this will be considered incomplete and are liable to be rejected.

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.

Interest on Application Money

This issue does not contemplate any interest on application money till allotment of Debentures as the pay-in and the deemed date of allotment are same. In case of any amendment in the deemed date of allotment, interest on application money shall be paid at the coupon rate of the debenture from the date of realization of funds by the company up to one day prior to the deemed date of allotment.

Coupon on Debentures

The Debentures shall carry coupon at the rate specified in the Term Sheet payable to the holders of Debentures (the “Holders” and each, a “Holder”) as of the relevant Record Date. The coupon payable on any Coupon Payment Date will be paid to the Debenture holder(s) whose names appear in the List of Beneficial Owners given by the Depository to the Company as on the Record Date.

Payment of Coupon

Coupon will be paid on each coupon payment date only to the Debenture holders registered in the Register of Debenture holders or to the Beneficial Owners. 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. All the applications for transfer shall be accepted only at the Corporate Office.

In the case of joint holders of Debentures, coupon shall be payable to the first named Debenture holder. For the purpose of registering a transfer of Debentures prior to the

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Record Date, the Debenture certificate(s)/letter(s) of the Allotment, a duly stamped transfer deed and all supporting documents must reach the Company at its Corporate Office at least seven Working Days before the Record Date. In case of the Debentures in demat mode the provisions of the Depositories would be complied by the Registrar & Transfer Agent for facilitating coupon payment by the Company on Maturity Date.

Redemption

The Debentures will be redeemed at par on the maturity date as defined in the term sheet.

The Debentures will not carry any obligation, for interest or otherwise, after the Maturity Date. The Debentures held in the dematerialized form shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered Debenture holders whose name appear in the Register of Debenture holders on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the Debenture holders.

In case if the Maturity Date falls on a day which is not a Business Day, then the payment due shall be made on the immediately preceding Business Day.

Payment on the Maturity Date will be made by way of cheque(s) / redemption warrant (s) / demand draft(s) / credit through the RTGS system in the name of the Debenture holders whose name appear on the List of Beneficial Owners given by Depository to the Company as on the Record Date.

Record Date

The Record Date for the Debentures shall be 15 days prior to the date of each of the coupon payments and/or the Maturity Date.

Coupon and/or principal repayment shall be made to the person whose name appears as sole / first in the register of Debenture holders/ beneficiaries on the Record Date. In the event of the Company not receiving any notice of transfer at least 15 days before the respective due date of payment of coupon and at least 15 days prior to the Maturity Date, as the case may be, the transferees for the Debentures shall not have any claim against the Company in respect of coupon so paid to the registered Debenture holders.

In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date, the Company would keep in abeyance the payment of coupon or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the Company, whereupon the coupon or benefits will be paid to the beneficiaries, as identified, within a period of 30 days from the date of such notification by the Depository.

Place and Currency of Payment

All obligations under the Debentures including coupon, are payable at Mumbai in Indian rupees only.

Issue of Debentures in Dematerialised Form

The Debentures will be issued in dematerialized form. The Company has made arrangements with the depositories for the issue of the Debentures in dematerialized form. Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act. The Depository Participants 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.

Issue of Debenture Certificates

After completion of all legal formalities, the Company will issue the Debentures certificate(s)

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within the time specified under the applicable laws.

Splitting and Consolidation

Splitting and Consolidation of the Debentures is not applicable in the demat mode form since the market lot is one Debenture.

Deduction of Tax at Source

Tax as applicable under the provisions of Income Tax Act, 1961, or any other applicable statutory modification or re‐enactments thereof will be deducted at source at the time of payment of coupon/principal amount. The investor(s) desirous of claiming exemption from deduction of income tax at source on the interest on application money are required to submit the necessary certificate(s) as applicable thereof, in duplicate, along with the Application Form in terms of Income Tax rules.

Interest payable subsequent to the Date of Allotment of Debentures will be treated as “Interest on Securities” in accordance with the provisions of Income Tax Rules. Debenture holders desirous of claiming exemption from deduction of income tax at source on the interest payable on Debentures should submit tax exemption certificate/ document, as per Section 193 of the Income Tax Act, 1961, if any, at the Registered Office of the Company, at least 45 days before the due date of payment.

As per the current prevailing Tax Laws since the debentures are proposed to be issued in dematerialized form and are proposed to be listed on National Stock Exchange of India Limited, there would not be any deduction of TDS on the interest u/s 193 of Income Tax Act, 1961.

Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors are advised to consult their own tax consultant(s).

Failure to comply with the above shall entitle the Company to deduct tax at source as may be advised to it.

Effect of Holidays

Should any of coupon payment dates defined in the Disclosure Document, excepting the Date of Allotment, fall on a day which is not a Business Day, the next business day shall be considered as the effective date(s) for coupon payment. Should the maturity date of the debenture series fall on day which is not a Business Day, the preceding business day shall be considered as the effective date(s) for payment of coupon and redemption proceeds.

Business Day means a day which is not a Sunday or a public holiday and on which clearing of cheque and RTGS facilities are available in Mumbai.

List of Debenture holders / Beneficiaries

The Company shall request the Depository to provide a List of Debenture holders / beneficiaries (‘Beneficiaries”) as at the end of the Record Date. This shall be the list, which shall be considered for payment of coupon or repayment of principal amount, as the case may be.

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 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

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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.

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, terms and conditions attached to all Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three-fourths of the outstanding amount of Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, carried by a majority consisting of not less than three-fourths of the persons voting there upon a show of hands or, if a poll is demanded by a majority representing not less than three-fourths in value of the votes cast on such poll, provided that nothing in such consent or resolution shall be operative against the Company if the same are not accepted in writing by the Company.

Future Borrowings

The Company shall be entitled to borrow / raise loans or avail of financial assistance in whatever form as also issue Debentures / Notes / other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms and conditions as the Company may think appropriate, without the consent of, or intimation to, the Debenture holder(s) or the Debenture Trustee in this connection.

Purchase/ Sale of Debentures

The Company may, at any time and from time to time, purchase Debentures at discount, at par or at premium in the open market or otherwise in accordance with the applicable laws. Such Debentures, at the option of the Company, may be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by law.

Right to Accept or Reject Applications

The Company reserves it’s full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The applicants will be intimated about such rejection along with the refund warrant, together with interest on application money, if applicable, from the date of realization of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and such applicant would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

a. Number of debentures applied for is less than the minimum application size;

b. Applications exceeding the issue size;

c. Bank account details not given;

d. Details for issue of debentures in electronic/ dematerialized form not given;

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PAN not mentioned in appropriate place.

e. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted;

In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application money of such Debentures will be refunded, as may be permitted.

Notices

All notices to the Debenture holder(s) required to be given by the Company or the Debenture Trustees from time to time, shall be deemed to have been given if sent by registered post / by courier to the sole / first allottee or the sole / first beneficial owner of the Debentures, as the case may be, or if published in one English and one regional language daily newspaper in New Delhi.

All notice(s) to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time to time through suitable communication.

Tax Benefits to the Debenture holders of the Company

The holder(s) of the Debentures are advised to consider in their own case, the tax implications in respect of subscription to the Debentures after consulting their own tax advisor/ counsel.

Disputes & Governing Law

The Debentures are governed by and shall be construed in accordance with the existing laws of India. The Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be subject to the directions of the 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.

Dispatch of Refund Orders

The Company shall ensure dispatch of refund orders of value over Rs.1,500/- and Debenture Certificates by registered post.

Loss of Certificates/Coupon Cheques/Refund Cheques

Loss of certificates/coupon cheques/refund cheques should be intimated to the Company along with request for duplicate issue. The issue of duplicates in this regard shall be governed by applicable law and any other conditions as may be prescribed by the Company.

Anti Money Laundering

Since these debentures are issued in “compulsory demat mode” and the Company uses depository system for allotment of the debentures, KYC tests 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 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.

Consents

The consents in writing of Link Intime India Private Limited (Registrar to the Issue) and the Vistra ITCL (India) Limited (Debenture Trustee) to act in their respective capacities have been obtained.

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II. MANAGEMENT’S PERCEPTION OF RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfill its obligations under the Debentures issued under the Offer Document. 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.

In addition, certain factors which are material for the purpose of assessing the market risks associated with Debentures issued under the Offer Document are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in Debentures issued under the Offer Document, but the inability of the Issuer, as the case may be, to pay coupon, principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive. Prospective Investors should also read the detailed information set out elsewhere in this Offer Document and reach their own views prior to making any investment decision. Prior to making an investment decision, prospective Investors should carefully consider, along with the other matters set out in this Offer Document, the following investment considerations. Structured products such as the Debentures are sophisticated instruments, can involve a high degree of risk and are intended for sale only to those Investors capable of understanding the risks entailed in such instruments. If in doubt, potential Investors are strongly recommended to consult with their financial advisors before making any investment decision.

The following discussion of a few risks associated to the Debentures, is subject to and pursuant to the terms of issuance 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 has reviewed, read and understood the terms and conditions contained in this Disclosure Document and found the same acceptable for investment.

1. Debenture Redemption Reserve Debenture redemption reserve is being created for the present Issue of NCDs. Creation of debenture redemption reserve is required for the proposed issue of Debentures as specified under Section 71 of the Companies Act, 2013, read with its applicable rules, as amended, in respect of privately placed debentures.

2. Receipt of coupon or principal is subject to the credit risk of the Issuer Prospective Investors should be aware that receipt of any coupon payment and principal amount at maturity on the Debentures is subject to the credit risk of the Issuer. Investors assume the risk that the Issuer will not be able to satisfy its obligations under the Debentures. Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer (where applicable). Any downgrading of the credit ratings of the Issuer or its parent or affiliates, by any rating agency could result in a reduction in the value of 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 be substantially reduced or delayed. The Company carries the risk of default by borrowers and other counterparties. The

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ability of the Issuer to meet its payment and other obligations towards Investors under the terms of the Debentures could be affected by any default in repayment or performance of other obligations owed to it by its borrowers or other counterparties.

3. Contingent Liabilities Company’s contingent liabilities could adversely affect its financial condition and thus its ability to perform its obligations under the Debentures. As on 31st December, 2016 the Company had contingent liabilities of about Rs. 390.11 Million on account of income tax matters disputed by the Company.

4. Access to Capital Markets and Commercial Borrowings The Company’s growth will depend on its continued ability to access funds at competitive rates. With the growth of its business, the company is increasingly reliant on funding from the debt capital markets and commercial borrowings. The market for such funds is competitive and its ability to obtain funds at competitive rates will depend on various factors including its ability to maintain its credit ratings. While its borrowing costs have been competitive in the past due to its credit rating and the quality of its asset portfolio, if the company was unable to access funds at an effective cost that is comparable to or lower than its competitors, the company may not be able to offer competitive interest rates for its loans. This may adversely impact its business, its future financial performance. The value of its collateral may decrease or the company may experience delays in enforcing its collateral when its customers default on their obligations to us, which may result in failure to recover the expected value of collateral and adversely affect its financial performance.

5. Operational and Systems Risk The Issuer is faced with operational and systems risks, which may arise as a result of various factors viz. like improper authorizations, inappropriate documentation, failure in maintenance of proper security policies, frauds, inadequate training and employee errors. Further, there can also be a strike, lock-out, an obligation of the company becoming illegal or impossible in whole or in part, or any breakdown, failure or malfunction beyond the control of the Company of any telecommunication or computer system including, without limitation unavailability of any communication system, systems outages breakdowns, breach or virus in the processes or payment and delivery mechanism, security risk in terms of handling information technology related products which involve risks like computer hacking unauthorized access to computer data and storage devices, computer crashes, data loss, breach of confidentiality, network security, etc.

6. Legality of Purchase A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective Investor with any law, regulation or regulatory policy applicable to it.

7. Taxation Each Registered Debenture Holder will assume and be solely responsible for any and all taxes of any jurisdiction or governmental or regulatory authority, including,

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without limitation, any state or local taxes or other like assessment or charges that may be applicable to any payment to it in respect of the Debentures. The Issuer will not pay any additional amounts to the Registered Debenture Holders to reimburse them for any tax, assessment or charge required to be withheld or deducted by the Issuer from payments in respect of the Debentures.

8. The secondary market for the Debentures may be non-existent or the Debentures may be illiquid. The Debentures may be very 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. Any such Debenture so purchased may be required to be held or resold or surrendered for cancellation. To the extent that an issue of Debentures becomes illiquid, an Investor may have to hold the Debenture until redemption to realize value. Under the terms and conditions of the Debentures, the Issuer or its affiliates may purchase Debentures at such times, in such manner and for such consideration as they may deem appropriate. Such Debentures may be resold or surrendered for cancellation, or held and then resold or surrendered for cancellation, and, if cancelled, may not be reissued by the Issuer, at such time and in such manner as it may deem appropriate. Investors should not therefore make any assumption as to the number of Debentures in issue at any one time or in the future. Credit Risk Prospective Investors should be aware that receipt of any coupon payment and principal amount at maturity on the Debentures is subject to the credit risk of the Issuer. Investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer. Any downgrading of the credit ratings of the Issuer or its affiliates by any rating agency could result in a reduction in the value of 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 be substantially reduced or delayed. Leverage Risk Borrowing capital to fund the purchase of the Debentures (leveraging) can significantly increase the risks of the investment such that if the value of the Debentures decreases on a mark to market basis, leveraging will magnify that decrease in value. Any statement on the potential risks and return on the Debentures does not take into account the effect of any leveraging. Investors must factor in and consider the potential impact of, amongst other things, the cost of funding and possibility of margin calls due to a decrease in the daily mark. 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,

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(ii) in providing this Disclosure Document to the applicant, 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 of the 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, 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. The Company, and/or the affiliates of the Company, may act as principal or agent in similar transactions and/or in transactions with respect to instruments underlying a proposed transaction. The Company, and/or the affiliates of the Company may, from time to time, have a long or short proprietary position/s and/or actively trade, by making markets to its clients, in financial products identical to or economically related to those financial products described in this Disclosure Document. The company may also undertake hedging transactions related to the initiation or termination of a transaction, that may adversely affect the market price, rate, index or other market factors(s) underlying the financial product and consequently its value. The Company may have a commercial relationship with and access to information of reference securities, financial products, or other interests underlying a transaction. 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. Applicants must understand that while the Debentures would be listed, in view of the nature and complexity of the Debentures, marketability may be impacted in a manner that cannot be determined. Past performance is not indicative of future performance. Investment in the Debentures may be subject to the risk of loss, meaning the Debenture holder may lose some or all of its investment especially where changes in the value of the transaction may be accentuated by leverage. 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 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

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without reason or notice being given. Commissions and other transaction costs may not have been taken into consideration. Any scenario analysis is provided for illustrative purposes only and does not represent actual termination or unwind prices, nor does it present all possible outcomes or describe all factors that may affect the value of your investment. The past performance of the Company in any product/scheme/instrument etc. is not indicative of the future performance in the same product/scheme/instrument etc or in any other product/scheme/instrument etc. either existing or that may be offered. There is no assurance that past performances indicated in earlier product/scheme/instrument etc will be repeated. Applicants are not being offered any guaranteed or indicative returns through these Debentures. 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 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. 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. A copy of this Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. 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.

III. DETAILS OF DEBT SECURITIES ISSUED AND SOUGHT TO BE LISTED

Private placement of 500 Secured, Listed, Redeemable Non-Convertible Debentures having face value of Rs. 10,00,0000 each aggregating to Rs. 50 crores. For further details of the Debentures, please refer to the Term Sheet on page 47 of the Disclosure Document.

IV. ISSUE SIZE

The Company proposes to mobilize Rs. 50 crore through private placement of Secured, Listed, Redeemable Non-Convertible Debentures having face value of Rs. 10,00,000 each at par.

V. DETAILS OF MATERIAL CONTRACTS AND DOCUMENTS

The following contracts and documents may be inspected at the Registered Office of the Company between 10.00 a.m. and 12.00 noon on any working day until the Issue Closing Date.

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A. Material Contracts

• Memorandum of Understanding between the Company and the Registrar to the Issue.

• Debenture Trust Agreement executed between the Company and the Debenture Trustee.

• Listing Agreement entered between the Issuer and Bombay Stock Exchange Limited (BSE)

B. Documents

• Memorandum and Articles of Association of the Company.

• Board Resolution dated 22nd September, 2016 authorizing issue of Debentures offered under terms of this Disclosure Document.

• Shareholders’ Resolution dated 10th May, 2016 authorizing offer of securities in the form of Debentures

• Certified true copy of the resolution passed under section 180(1)(a) and 180(1)(c) of the Companies Act, 2013.

• Certificate of Incorporation of the Company dated 30th November, 2000.

• Consent Letter from Vistra ITCL (India) Limited for acting as Debenture Trustee for and on behalf of the holder(s) of the Debentures.

• Consent Letter from Link Intime India Private Limited for acting as Registrar to the Issue.

• Application made to the Bombay Stock Exchange Limited (BSE) for grant of in-principle approval for listing of Debentures.

• Letter from Bombay Stock Exchange Limited (BSE) conveying its in-principle approval for listing of Debentures.

• Letter from ICRA Limited conveying the credit rating for the Debentures of the Company and the rating rationale pertaining thereto.

• Tripartite Agreement between the Company, National Securities Depository Limited (“NSDL”) and the Registrar for the Issue of Debentures in dematerialized form.

• Annual Report of the Company for the last financial year

VI. UNDERTAKING- COMMON FORM OF TRANSFER

The Debentures shall be transferred subject to and in accordance with the rules / procedures as prescribed by the NSDL/CDSL/Depository Participant of the transferor/transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in the dematerialized form shall be followed for transfer of the Debentures, issued in terms of the Disclosure Document and held in electronic form. The seller should give delivery instructions containing details of the buyer’s depository account to his Depository Participant. The transferee(s) should ensure that the transfer formalities are completed prior to

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the Record Date. In the absence of the same, coupon will be paid / redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company. The Company is issuing the Debenture only in the dematerialized form and hence there is no physical holding of the Debentures being issued in terms of the Disclosure Document. The company undertakes that it shall use a common form / procedure for transfer of the Debentures issued under the terms of the Disclosure Document, if at a later stage there is some holding in the physical form due to the Depository giving re-materialisation option to any investor.

VI. REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION

Series Redemption Amount

Period of Maturity

Yield on Redemption

Series A Rs. 250,000,000 26 months 27 days

8.50%

Series B Rs. 250,000,000 28 months 2 days

8.50%

VIII. DISCOUNT AT WHICH SUCH OFFER IS MADE AND EFFECTIVE PRICE FOR

INVESTOR AS A RESULT OF SUCH DISCOUNT The Debentures are being offered for cash at par and not at any discount to any investors.

IX. SERVICING BEHAVIOUR ON EXISTING DEBT SECURITIES, PAYMENT OF DUE INTEREST ON DUE DATES ON TERM LOANS AND DEBT SECURITIES

In respect of all existing debt securities and term loans, the Company has made all the required payments, including payment of interest and principal on the respective due dates as per the original terms.

X. PERMISSION FROM PRIOR CREDITORS FOR CREATION OF PARI PASSU CHARGE

The Company will take No Objection Certificate from the existing charge holders for creation of charge in favour of the Debenture Trustee for this Issue.

XI. UNDERWRITING

The present Issue of Debentures on private placement basis has not been underwritten and no arrangement has been made for the same.

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XII. PRIVATE PLACEMENT OFFER LETTER

Form No. PAS-4

[pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014.]

1. GENERAL INFORMATION

a. Name, address, website and other contact details of the company indicating both registered office and corporate office – Refer to Section A on Page No. 3

b. Date of incorporation of the company – 5th July, 1994

c. Business carried on by the company and its subsidiaries –

Business carried on by the company -Refer to Section B(i) on Page No. 4 Business carried on by the subsidiaries –

Sr. No.

Name of the Subsidiary Company Business

1. Motilal Oswal Asset Management Company Limited (MOAMC)

Mutual Funds, PMS, Offshore Funds

2. Motilal Oswal Capital Limited (Subsidiary of MOAMC)

Providing Investment Advisory, Management Consultancy and Financial Consultancy services

3. Motilal Oswal Capital Markets Private Limited (MOCMPL)

Imparting Training in Capital Market activities

4. Motilal Oswal Wealth Management Ltd (MOWML)

Wealth Management

5. Motilal Oswal Trustee Company Limited (MOTC)

Trustee to Mutual Fund

6. Motilal Oswal Securities International Private Limited (MOSIPL)

US broker-dealer license from FINRA

7. Motilal Oswal Capital Markets (Hong Kong) Private Limited (MOCMPL(HK))

Obtained Type 4 license in Hong Kong

8. Motilal Oswal Capital Markets Exempt Financial Advisor

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(Singapore) Pte Limited (MOCMPL(SP))

Status in Singapore

9. Aspire Home Finance Corporation Limited (AHFCL)

Housing Finance

The Company along with its subsidiaries has 27 Branches across India.

d. Brief particulars of the Management of the Company-

Sr. No.

Employee Name Profile

1 Mr. Ajay Menon •Mr. Ajay Menon is the Managing Director of the company and a Chartered Accountant by qualification.

•Mr. Ajay has been associated with the company since last 17 years and has played a pivotal role in building the strong foundation and for escalating the growth of the organisation to higher levels of governance enabling it to become one of the top stock brokers of the country.

2 Mr. Harsh Joshi •Mr. Harsh Joshi is the Whole Time Director of the company. •Mr. Harsh is a Commerce Graduate and an MBA (finance) from ITM University, Mumbai.

•He has an enriched experience of Stock Broking entities and has played pivotal role in generating business for the company.

3 Sudhir Dhar •Mr. Sudhir Dhar is a Non-Executive Director and heads HR and Administration for Motilal Oswal Securities Limited.

•Sudhir brings with him over 21 years’ experience in Technical & HR field and has worked in various IT and Non-Banking Financial Companies.

•Prior to joining Motilal Oswal Financial Services Ltd, he was AGM – HR operations at Jetking Infotrain Ltd. Besides this, he has earlier served the nation in defence services.

•Mr. Sudhir Dhar is Post Graduate in HR from XLRI Jamshedpur apart being BE in Electronics & Telecommunication and BE in Industrial Engineering with specialization in HR.

•Besides being a hard core HR Proficient, Mr. Sudhir spares time to serve the society by delivering lecturers in various B-schools as a guest lecturer.

4 Shalibhadra Shah Mr. Shalibhadra Shah is a Chief Financial Officer of Motilal Oswal Securities Limited. Shalibhadra brings with him over 18 years of experience in Tax, Finance & Accounts and Secretarial Matters. Mr. Shalibhadra is a Chartered Accountant by profession.

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e. Names, addresses, DIN and occupations of the directors – Refer to

Section E (i) on Page No. 10

f. Management’s perception of risk factors – Refer to Section II on Page 33t

g. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of i) statutory dues – Nil ii) debentures and interest thereon – Nil iii) deposits and interest thereon – Nil iv) loan from any bank or financial institution and interest thereon – Nil

h. Names, designation, address and phone number, email ID of the nodal/

compliance officer of the company, if any, for the private placement offer process: Refer to Section A (iii).

2. PARTICULARS OF THE OFFER

Sr.No.

Particulars Details

a. Date of passing of board resolution 22nd September, 2016

b. Date of passing of shareholders resolution, authorizing the offer of securities

10th May, 2016.

c. Kinds and class of securities offered Secured, Listed, Redeemable Non-Convertible Debentures

d. Offer Price(with justification for same) The securities are being offered at par at the face value i.e. Rs 10,00,000/- per debenture

e. Details of valuer of securities

• Name

• Address

Not Applicable

f. Amount intended to be raised by Company

Rs. 50 crore

g. Terms of raising securities

• Duration(if applicable)

• Rate of dividend/interest

• Mode of payment

• Mode of repayment

Refer to Section XIII on Page No 47

h. Proposed time schedule for which the offer letter is valid

Refer to Section XIII on Page No. 47

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i. Purposes and objects of offer

Refer to Section XIII on Page No 47

j. Contribution by Promoters/Directors

None

k. Principle terms of assets charged as security

Refer to Section XIII on Page No. 47

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.

i. There are no financial or other material interests of the directors, promoters or key managerial personnel in the offer.

ii. The 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 circulation of the offer letter is presented herein below: � On account of Income Tax matters, the promoter of the offeree Company that is

Motilal Oswal Financial Services Limited (MOFSL) had contingent liabilities of about Rs. 145.17 million as on 31st March, 2016.

� MOFSL has given corporate guarantee of Rs. 50 million to various banks for its subsidiary Motilal Oswal Commodity Brokers Pvt. Ltd as on 31st March, 2016.

iii. Remuneration of directors (during the current year and last three financial years) –

Sr. No.

Name of the Director Remuneration Paid

Financial year 2015-

2016

Financial year 2014-

2015

Financial year 2013-2014

1. Mr. Ajay Menon 14,281,852 12,926,816 6,092,289

2. Mr. Harsh Joshi 9,669,100 14,209,380 5,705,601

3. Mr. Sudhir Dhar 13,541,222 6,801,433 N.A

iv. Related party transactions entered during the last three financial years

immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided – Enclosed as Annexure III

v. There are no reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company.

vi. There are no inquiries, inspections or investigations initiated or conducted

under the Companies Act or any previous company law in the last year immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Further there are no prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter.

vii. No acts of material frauds were committed against the company in the last

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three years. 4. FINANCIAL POSITION OF THE COMPANY

a. The capital structure of the company:

(i) (a) The authorized, issued, subscribed and paid up capital – Refer to Section C(i) on Page No. 8 (b) Size of the present offer – NIL (c) Paid up capital after the offer - Refer to Section C(i) page 8 (c) Share Premium Account Before the Issue – NIL

After the issue - NIL

(ii) The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration – Refer to Section C(i) on Page No. 8

b. Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter – Refer to Section I on Page No. 16

c. Dividends declared by the company in respect of the last three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)

(Rs. In Million)

Particulars 2015-16 2014-15 2013-14

Interim dividend NIL 277.15 134.53

Proposed Dividend NIL 139.80 138.48

Total NIL 416.95 273.01

(Rs. In Million) Particulars 2015-16 2014-15 2013-14

Profit after Exceptional Item and after tax 605.46 1081.23 170.78

Add: Depreciation 234.59 203.72 143.15

Add: Interest Paid(B) 436.91 92.06 11.35

Cash Profit after Tax plus Interest Paid(A) 1276.96 1377.01 325.28

Interest Coverage Ratio(A/B) 2.92 14.96 28.66

d. A summary of the financial position of the company as in the three audited

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XIII. TERM SHEET CONTAINING DETAILS OF SECURITIES TO BE ISSUED Summary term sheet

Security Name 8.50% MOSL Apr 2019, 8.50% MOSL June 2019,

Issuer Motilal Oswal Securities Limited (the “Issuer / Company”)

Type, Nature and Seniority of instrument

Secured, Listed, Redeemable Non-Convertible Debentures

Rating of the Instrument ICRA AA (Stable Outlook)

Mode of Issue Private Placement

Objects of the Issue

Working Capital and General Long Term Corporate Purposes. The funds will be used for purposes permitted by RBI for Bank Finance. Issuer undertakes not to use proceeds for investment in any capital market, real estate, on lending and other activities not permitted by RBI for Bank Finance. The funds shall not be used for investment or lending to Group companies or subsidiaries.

Issue Series 2017/1

Issue Size Rs 50 crore equally divided into two series of Rs 25 crore each

Minimum Application 10 Debenture

Option to retain oversubscription

Nil

Face value Rs 10,00,000/- per Debenture

Issue Price At par

Name and address of the valuer who performed valuation of the security offered

NGST & Associates, Chartered Accountants, 1111/ 11th Floor, Ghanshyam Enclave, Laljipada Police Chowky, Link Road, Kandivali (West) Mumbai – 400 067 Anmol Sekhri Consultants Pvt. Ltd., Ground Floor, Bandra Arcade, Nandi Galli, Opp. Railway Station, Bandra (West), Mumbai – 400 050

Tenor Series A Series B

26 Months 27 days 28 months 2 days

Redemption date

Series A Series B

30th Apr’2019 5th June 2019

Default Interest Amounts unpaid on due date will attract default rate at 2% p.a. from the date on which such payment is actually due to the date on which the relevant overdue amounts are repaid

Redemption premium / discount

Nil

Redemption amount Rs 10,00,000/- per Debenture

Coupon rate Series A 8.50% per annum payable annually

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Series B 8.50% per annum payable annually

Step up/step down coupon rate

Not applicable

Put/Call option None

Coupon payment frequency

Annual and on maturity

Coupon payment dates Series A Series B

5th February 2018, 4th February 2019, 30th April 2019. 5th February 2018, 4th February 2019, 5h June 2019.

Coupon type Fixed

Coupon reset process None

Day count basis Actual / Actual

Discount at which security is issued and the effective yield as a result of such discount

Not Applicable

Interest on application money

To be paid to investors at Coupon Rate from the date of realization of subscription money up to one day prior to the Deemed Date of Allotment. Such interest is payable within seven business days from the Deemed Date of Allotment.

Security (including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security)

The Debentures will be secured by Mortgage of the issuer’s identified immovable property and first pari-passu charge on all present and future trade receivables and / or Investments (excluding investment in Subsidiaries) of the Company with a minimum cover of 1.25 times of the NCD outstanding and Interest due on the NCDs, to be maintained throughout the currency of the NCDs. The receivables shall be secured. The security (cash/shares) shall be free from any encumbrance or charge. Security creation in favour of debenture trustee will be done with in 15 dates from the dates subscription of NCD.

Eligible Investors

These categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures:

• Companies and Bodies Corporate including Public Sector Undertakings

• Commercial Banks

• Regional Rural Banks

• Financial Institutions

• Insurance Companies

• Asset Management Companies and Mutual Funds

• Provident & Pension Funds

• Any other investor(s) provided their investments should not be deemed as deposits under the Companies Act, 2013.

All investors are required to comply with the relevant regulations / guidelines applicable to them for investing in this issue of Debentures.

Details of utilization of the proceeds

Working Capital and General Long Term Corporate Purposes. The funds will be used for purposes permitted by RBI for Bank Finance. Issuer undertakes not to use proceeds for investment in any capital market, real estate, on lending and other activities not permitted by RBI for Bank Finance. The funds shall not be used for investment or lending to Group companies or subsidiaries.

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Issuance Mode In demat mode only

Trading Mode In demat mode only

Settlement Mode NEFT / RTGS / Fund Transfer / DD Issuance

Credit Rating ICRA AA (Stable) by ICRA

Listing Proposed to be listed on BSE. The Issuer will ensure that the NCDs are listed on the exchange within 14 days from the Deemed Date of Allotment.)

Trustees VISTRA ITCL(INDIA) LTD

Depository National Securities Depository Limited and Central Depository Services (India) Limited

Registrars Link Intime India Private Limited

Settlement

Bank Name : HDFC Bank Ltd. Beneficiary Name : Motilal Oswal Securities Ltd. Account No. : 00600340082934 IFSC Code : HDFC0000060 Branch Name : Fort Branch

Business Day Convention

Business days in Mumbai. Should the Interest or Principal Payment date fall on a public holiday/non- working day/Saturday / Sunday it will be construed to be the succeeding working day in case of Interest and preceding working day in case of Principal unless specified otherwise here in above..

Record Date 15 calendar days before the interest payment date / redemption date

Transaction Documents

Issuer shall ensure that all documentation customary to facilities of this nature, including but not limited to the following, are made available to HDFC Bank at least one day prior to the Issue Date: 1. Letter appointing Debenture Trustees to the Debenture holders; 2. Debenture Trusteeship Appointment Agreement; 3. Debenture Trustee Consent Letter; 4. Sign Copy of Information Memorandum including Term Sheet; 5. Board Resolution authorizing the borrowing via NCDs; 6. Special Shareholders Resolution authorizing the issue of NCD; 7. Authorised Signatory List; 8. Rating Agreement with ICRA Limited; 9. Rating Letter and Rating Rational; 10. Tripartite Agreement between the Issuer; Registrar and NSDL for

issue of Debentures in dematerialized form; 11. Tripartite Agreement between the Issuer, Registrar and CDSL for

issue of Debentures in dematerialized form; 12. Agreement appointing Registrar and Transfer Agent between the

Issuer and the Registrar; 13. Application made to NSE for seeking its in-principle approval for

listing of Bonds; 14. In –Principle approval to list the debentures from the exchange

where the NCDs are proposed to listed; 15. Listing Agreement with NSE.

Any other document as agreed between the issuer and the debenture trustee.

Conditions precedent to subscription of Debenture

Customary to facilities of this nature, including but not limited to: 1. The Issuer shall have obtained all necessary board / shareholder

resolutions under the provisions of The Companies Act, 2013 as are required in relation to the borrowing powers, issue of the Debentures, the appointment of the Debenture Trustee and the

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execution of necessary documents in connection therewith. 2. Execution of transaction documents in form and manner mutually

acceptable to Investor 3. No event of default has occurred and is continuing 4. No Material Adverse Effect and there are no circumstances existing

which could give rise, with the passage of time or otherwise, to Material Adverse Effect

5. Signing of Information Memorandum 6. Consent of Trustee 7. Rating Letter 8. Any other condition as Investor and Debenture Trustee may

require 9. Provision of latest financials as required by the Sole Arranger 10. Execution of transaction documents in form and manner mutually

acceptable to Sole Arranger & Issuer 11. Compliance with all the regulatory guidelines.

Conditions subsequent to subscription of Debenture

1. The Issuer shall Issue of Letter of Allotment on the Deemed Date of Allotment within 2 business days from the Deemed Date of Allotment

2. The Issuer shall Issue debenture in Dematerialized form 3. The Issuer shall listing of the NCDs within 14 days from the

Deemed Date of Allotment 4. The Issuer shall provide a copy of the executed and registered trust

deed to the investors and arrangers not later than 60 days from the deemed date of allotment

Events of Default

1. Non-payment of any amount due under the Issue on the due dates whether on this NCD or on any of its facility ( Loan / CP/ NCDs / etc)

2. Insolvency of the Issuer or winding-up (whether voluntarily or compulsorily)

3. Breach of any material representations and warranties, covenants or other terms and conditions

4. Any material adverse event. In case of event of default, Debenture holders / Debenture Trustees may initiate recovery proceedings / exercise rights available to recover the outstanding amounts. Any other events.

Covenants / Acceleration Event

Upon occurrence of any of the following events (Acceleration Events) , the Debenture Holders will have the right to recall the Outstanding Amount on the NCDs:

• Rating of the Issuer and / NCDS issued by the Issuer falls to “A” or any lower rating is assigned by any rating agency

• Breach of any of the Ownership Covenants stated below: o Promoter Group to maintain minimum 75%

shareholding in MOSL at all times during the tenure of the NCD and

o Promoter Group to maintain management control of MOSL at all times during the tenure of the NCD.

o Promoter Group to maintain min. (55)% shareholding in MOFSL at all times during the tenure of the NCD.

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o Promoter Group to maintain management control of MOFSL at all times during the tenure of the NCD.

Upon happening of any Acceleration Event, any of the Debenture holders shall have the option to require the Company to redeem their respective Debentures, and, the Trustee shall issue the Early Redemption Notice based on the instructions from such Debenture holders. Upon issue of the Early Redemption Notice by the Trustee, the Company shall promptly, but not later than 15 (fifteen) days from the date of the Early Redemption Notice, redeem the respective Debentures and shall repay the outstanding principal amounts of the such Debentures to the relevant Debenture holders at whose instance the Early Redemption Notice is issued, along with all accrued Interest and Default Interest, if applicable.

Other Covenants

- Every 6 months starting from the 6 months from the Deemed Date of Allotment, the Issuer shall, within 45 days from the end of the period, provide a Certificate from an independent CA certifying the value and the age of the receivables charged as security for these Debentures till the Debentures are redeemed in full. - No PAT loss at stand-alone level in any year at the Issuer excluding mark to market (MTM) loss, if any, on investments of the company. - The investment in subsidiaries and Group companies shall not exceed the net worth of the Issuer at end of every financial Year during the tenure of the NCD.

Representation & Warranty

As are customary to the transaction of this nature and are as per law.

Information Covenant As are customary to the transaction of this nature and are as per law.

Taxes duties cost and expenses

Relevant taxes, duties and levies are to be borne by the Borrower. All charges / fees and any amounts payable under this Facility by the Borrower to the Lender as mentioned herein do not include any applicable taxes, levies including service tax etc. and all such impositions shall be borne by the Borrower additionally

Market Flex

During the period from the date of acceptance of offer to Issue Closing date, Sole Arranger, subject to the mutual satisfaction of the Sole Arranger and the Issuer, shall be entitled to change the pricing, terms and/or structure of the NCDs, if the Sole Arranger determines that such changes are advisable in to enhance the prospects of a successful placement of NCDs.

Force Majeure

The term sheet is contingent on the assumption that from the date of the provision of this term sheet to the Deemed Date of Allotment, there is no material adverse change in the financial conditions of the Issuer or any of its affiliate and Indian debt markets which in the reasonable opinion of the Arranger would make it inadvisable to proceed with the issue. In case of such material adverse change, the terms may be renegotiated to the mutual satisfaction of the Arranger and the Issuer.

Clear Market Provision

The Issuer undertakes that from the date of acceptance of offer to deemed date of allotment, it will not announce, raise or enter into discussions to raise any other finance (bilateral or syndicated) or NCDs from the market. The Issuer further undertakes that for period of 15 days from the Deemed Date of Allotment, Issuer will not to announce or bring to the market any new NCD issuance of similar tenor on terms superior to the NCDs offered under this Transaction.

Other Terms and Customary for facility of this nature including but not limited to

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Conditions Events of Default, Representation & warranties, Due Diligence, Conditions Precedent, Condition Subsequent, Financial Covenants etc. as set out in the Transaction documents for the issue.

Cross Default

Other than default under the present issue, if the issuer is in default under the terms and conditions of any issuances/obligations (excluding payment default which will constitute an event of default) under other facilities constituting a default and receives such notice of event of default from such lender/investor, then that shall also constitute an event of default under the present issue as well

Role and Responsibilities of Trustees

The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust reposed in the Trustees by the holder(s) of the Debentures and shall further conduct itself, and comply with the provisions of all applicable laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, Companies Act, 2013, the Debenture Trusteeship Agreement, Disclosure Document and all other related transaction documents, with due care, diligence and loyalty. Other roles and responsibilities as are customary to the transaction of this nature and are as per law

Governing Law and Jurisdiction

This Term Sheet and the Transaction Documents for this NCD issue shall be governed by Indian Law and shall be subject to the jurisdiction of courts of Mumbai

Delay in Listing:

In case of delay in listing of the NCDs beyond 20 days from the Deemed Date of Allotment, the Issuer will pay a penal interest of at least 1% p.a. from the expiry of 20 days from the Deemed Date of Allotment till the listing of such NCDs to the investor.

Issue Opening Date 3rd February 2017

Issue Closing Date 3rd February 2017

Pay-in Date 3rd February 2017

Put Date Not Applicable

Put Price Not Applicable

Call Date Not Applicable

Call Price Not Applicable

Put Notification Time Not Applicable

Call Notification Time Not Applicable

Deemed Date of Allotment

3rd February 2017

XIV. ILLUSTRATION OF BOND CASH FLOWS

Company Motilal Oswal Securities Limited

Series Series A Series B

Face Value (per security) Rs. 10,00,000/- Rs. 10,00,000/-

Issue Date / Date of Allotment 3rd February 2017 3rd February 2017

Redemption Date 30th April, 2019 5th June,2019

Coupon Rate 8.50% P.A. 8.50% P.A

Frequency of the Interest Payment Annual and on Annual and on