Commentary & Deal Flow

Security

First ranking pari passu charge (by way of hypothecation) over all current assets, book-debts, loans and advances, receivables, including gold loan receivables, both present and future (the “Receivables”) and all benefits, rights, title, interest, claims and demands whatsoever of the Issuer in, to or in respect of all the aforesaid amounts, both present and future, provided that the Collateral shall not include any property, assets and/or receivables of the Issuer from the Collateral designated as Excluded Collateral

Format

144A / Reg S, Category 1, Drawdown off GMTN program

Amortization Schedule

Months

42

45

48

51

54

Amortization %

20%

20%

20%

20%

20%

Use of Proceeds

The proceeds from each issue of Notes will be applied by the Issuer for permitted purpose including onward lending, in accordance with the approvals granted by the RBI from time to time in this relation and in accordance with the ECB Guidelines and other applicable law

Change of Control

“Change of Control” occurs when:

1. the Promoter Group collectively no longer holds Control of the Issuer;
2. the Promoter Group collectively, directly or indirectly, no longer holds at least 50% of the voting rights of the issued share capital of the Issuer; or
3. any other Person (acting alone or in concert with any other parties, but other than a Person controlled by the Promoter Group) holds Control or holds, directly or indirectly, a greater percentage of the voting rights of the issued share capital of the Issuer than the Promoter Group

“Change of Control Triggering Event” means both a Change of Control and a Rating Decline

“Promoter Group” shall have the meaning ascribed to the term under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

Maintenance Covenants

Including but not limited to:

• Capital Adequacy Ratio: To be maintained at a level that complies with the RBI requirements in effect from time to time
• Security Coverage Ratio >= 1.0x (reviewed on a quarterly and annual basis) ; Minimum Security Coverage Ratio shall be calculated on Collateral excluding the portion classified as NPAs or Stage 3 assets

Clearing

DTC, Euroclear and/or Clearstream

Terms

NSE IX Listing, US$200k/US$1k denominations, English Law