issue of 1700 (seventeen hundred) rated, senior, secured, … · 2019. 10. 14. · private...

Information Memorandum Private & Confidential Date: September 23, 2019 For Private Circulation Only

(This Infonnation Memorandum is neither a prospectus nor a st1tement in lieu of a prospectus)

Serial No.: 01 Addressed to: IFMR Fimpact Income Builder Fund

INFORMATION MEMORANDUM

OXYZO FINANCIAL SERVICES PRIVATE LIMITED A Private limited company incorporated under the Companies Act, 1956

Date oflncorporation: September 21, 2016 Registered Office: Shop No. G-22 C (UGF) D-1 (K-84) Green Park Main New Delhi, South Delhi -110016

Telephone No.: 1800 102 9586 Website: https://www.otbusiness.com

Information Memorandum for issue of Debentures on a private placement basis Dated: September 23, 2019

Issue of 1700 (Seventeen Hundred) Rated, Senior, Secured, Transferable, Redeemable, Principal Protected Market Linked Debentures of face value of Rs. 1,00,000/- (Rupees One Lakh only) each, aggregating up to Rs. 17,00,00,000/- (Rupees Seventeen Crores only) on a private placement basis (the "Issue").

Backgrnund

This Information Memorandum is related to the Debentures to be issued by Oxyzo Financial Services Private Limited (the "Issuer" or "Company") on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by the Issuer through resolutions passed by the shareholders of the Issuer on September 19, 2019 and the Board of Directors of the Issuer on September 18, 2019 and the Memorandum and Articles of Association of the Company. Pursuant to the resolution passed by the Company's shareholders dated September 19, 2019 in accordance with provisions of the Companies Act, 2013, the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit for amounts up to Rs. 17 Crores (Rupees [Seventeen Crores] only). The present issue of Debentures in terms of this Information Memorandum is within the overall powers of the Board as per the above shareholder resolution(s).

Credit Rating

The Debentures proposed to be issued by the Issuer have been rated by ICRA Limited ("Rating Agency") The Rating Agency has vide its letter dated February 25, 2019 and February 27, 2019 assigned a rating of "PPMLD[ICRA] BBB (Stable)" (pronounced as "Principal Protected Market Linked Non-Convertible Debenture ICRA triple B with stable outlook") in respect of the Debentures. The above rating is not a recommendation to buy, se ll or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the rating agency and should be evaluated independently of any other ratings. Please refer to Annexure ll of this Information Memorandum for the letter dated February 25, 20 19 and February 27, 2019 from the Rating Agency assigning the credit rating abovementioned.

Issue Opening Date

Issue Closing Date

Pay-in Date Deemed Date of Allotment

Issue Schedule

September 23, 2019

September 24, 2019

September 24, 20 19 September 24, 2019

Deemed Date of Allotment: September 24, 2019


(This Information Memorandum is neither a prospectus nor a statement in lieu ofa prospectus)

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the [ssue Schedule.

The Debentures are proposed to be listed on the wholesale debt market of the Bombay Stock Exchange ("BSE").

Debenture Trustee Registrar and Transfer Agent

Catalyst Trusteeship Limited Karvy Fintech Private Limited Windsor, 6th Floor, Offce No. 604, C.S.T. Road, 7th floor,701, Hallmark Business Plaza, Sant

Kalina, Santacruz (East), Mumbai - 400098 Dnyaneshwar Marg Contact : +91(022) 49220555 OffBandra Kurla Complex

Fax: +9 1(022) 49220505 Bandra East Mumbai - 400 051 India Email: [email protected] Tel: 91 -22-24994200

Email: [email protected]

2


(This Infonnation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

TABLE OF CONTENTS

SECTION I: DEFINITIONS AND ABBREVIATIONS 4 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 7 SECTION 3: AUTHORISATION LETTER Error! Bookmark not defined. SECTION 4: RISK FACTORS 10 SECTION 5: FINANCIAL STATEMENTS 15 SECTION 6: REGULATORY DISCLOSURES 22 SECTION 7: DISCLOSURES PERTAINING TO WILFUL DEFAULT 46 SECTION 8: TRANSACTION DOCUMENTS AND KEY TERMS 46 SECTION 9: OTHER INFORMATION AND APPLICATION PROCESS 48 SECTION 10: DECLARATION 55 ANNEXURE I: TERM SHEET 56 ANNEXURE II: RA TING LETTER 57 ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 57 ANNEXURE IV: APPLICATION FORM 58 ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS 61

3

Information Memorandum Private & Confidential Date: September 23, 20 I 9 For Private Circulation Only

(This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

SECTION 1: DEFINITIONS AND ABBREVIATIONS

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

Allot/ Allotment/ Allotted The allotment of the Debentures pursuant to this Issue.

Applicable Law Includes all applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority and any modifications or re-enactments thereof.

Application Form The form used by the recipient of this Information Memorandum, to apply for subscription to the Debentures, which is in the form annexed to this Information Memorandum and marked as Annexure IV.

Board I Board of Directors The Board of Directors of the Issuer. Business Day Any day of the week ( excluding Saturdays, Sundays, and any day which is a

public holiday) on which banks are normally open for business in Mumbai and Chennai, and "Business Days" shall be construed accordingly.

NSDL National Securities Depository Limited

Client Loan Shall mean each loan made by the Company as a lender.

Company/Issuer/ Oxyzo Oxyzo Financial Services Private Limited

Crore Ten Mi ll ion

Debentures/NCDs/ Non- 1700 (Seventeen Hundred) secured, unsubordinated, rated, redeemable, convertib le Debentures transferable, non-convertible debentures bearing a face value of Rs.

1,00,000/- (Rupees One Lakh only) each, aggregating to Rs. 17,00,00,000/-(Rupees Seventeen Crores only).

Debenture Holders / The holders of the Debentures issued by the Issuer, which shall include the Investors registered transferees of the Debentures from time to time. Debenture Trustee

Catalyst Trusteeship Limited Debenture Trustee Agreement executed/to be executed by and between the Debenture Trustee Agreement and the Company for the purposes of appointment of the Debenture Trustee

to act as debenture trustee in connection with the issuance of the Debentures.

Debenture Trust Deed Shall mean the trust deed executed/to be executed by and between the Debenture Trustee and the Company which will set out the terms upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer and pursuant to which a simple mo1tgage over the Immovable Property shall be created by the Issuer in favour of the Debenture Trustee (acting for and on beha lf of the Debenture Holders).

Deed of Hypothecation The deed of hypothecation to be executed by and between the Issuer and the Debenture Trustee, pursuant to which hypothecation over the Hypothecated Assets shall be created by the Issuer in favour of the Debenture Trustee (acting for and on behalf of the Debenture Holders) .

Deemed Date of Allotment September 24, 2019 Demat Dematerialized securities which are securities that are in electron ic form , and

not in physical form , with the entries noted by the Depository. Depositories Act The Depositories Act, 1996, as amended from time to time Depository A Depository registered with SEBI under the SEBI (Depositories and

Paiticipant) Regulations, 1996, as amended from time to time. Depository Participant / DP A depository participant as defined under the Depositories Act Dire ct or( s) Director(s) of the Issuer. Disclosure Document / This document which sets out the information regarding t~ ~~entpre~eing Information Memorandum issued on a private placement basis. t>.'- ;)_£_r,, 1

DPID Depository Participant Identification Number. 'f}!'j' \

~ ' r..,> / I 4 ' / ,

Information Memorandum Private & Confidentia l Date: September 23, 2019 For Private Circulation Only


Due Date Any date on which the holders of the Debentures are entitled to any payments whether on maturity or otherwise prior to the scheduled Redemption Date or upon acceleration.

EFT Electronic Fund Transfer

Eligible Investors Shall have the meaning specified in 8.14 below.

Financial Year/ FY Twelve months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year

GAAP Generally Accepted Accounting Principles as prescribed by the Institute of Chartered Accountants oflndia from time to time and consistently applied by the Issuer.

Governmental Authority The President of India, the Government of India, the Governor and the Government of any State in India, any Ministry or Department of the same, any municipal or local government authority, any authority or private body exercising powers conferred by applicable law and any court, tribunal or other judicial or quasi-judicial body and shall include, without limitation, a stock exchange and any regulatory body.

Hypothecated Assets All the right, title, interest, benefit, claims and demands of the Issuer, in, to, or in respect of the receivables arising out of rupee loan facilities advanced / to be advanced by the Issuer to any person and charged under the terms of this Issue.

Immovable Property Means such immovable property, including all that hereditaments and premises, being mortgaged in favour of the Debenture Trustee, as more specifically specified in the DTD.

Increased Costs It shall include any fees or costs incurred by the Debenture Holder(s) to enable subscription to this Issue, including but not limited to, all such costs arising out of the termination or liquidation of any swaps or hedging arrangement entered into by the Debenture Holder(s) to enable subscription to this Issue.

Issue Private Placement of the Debentures.

Issue Closing Date September 24, 2019 Issue Opening Date September 23, 2019

Majority Debenture Holders Debenture Holders whose participation or share in the principal amount(s) outstanding with respect to the Debentures aggregate to 51 % (Fifty One Percent) of the value of the nominal amount of the Debentures for the time being outstanding.

Maturity Date June 28, 2022, or such other date on which the final payment of the principal amount of the Debentures becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

Material Adverse Effect The effect or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of determination, a material and adverse effect on (i) the financia l condition, business or operation of the Issuer; (ii) the ability of the Issuer to perform their obligations under the Transaction Documents; or (iii) the validity or enforceability of any of the Transaction Documents (including the ability of any party to enforce any of its remedies thereunder).

Net Income For any particular period and with respect to the Issuer, al l revenue (inc luding donations and grants) less all expenses (including taxes, if any for such period).

N.A. Not Applicable

NBFC Non-banking financial company NSDL National Securities Depository Limited _..,....~

,1/ ,r,\.. ~Et,•1~

PAN Permanent Account Number II 1/ ~· ~ \

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(This Infom1ation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

Private Placement Offer The offer letter prepared in compliance with Section 42 of the Companies Act, Letter 2013 read with the Companies (Prospectus and Allotment of Securities)

Rules, 2014. Rating Agency ICRA Limited, being a credit rating agency registered with SEBI pursuant to

SEBI (Credit Rating Agencies) Regulations 1999, as amended from time to time and having its registered office at Flat No.1105 Kailash Building, 11th Floor 26, Kasturba Gandhi Marg New Delhi, India - 110001.

RBI Reserve Bank of India. Record Date The date which will be used for determining the Debenture Holders who shall

be entitled to receive the amounts due on any Due Date, which shall be the date falling 7 (Seven) calendar days prior to any Due Date.

Register of Debenture The register maintained by the Company containing the name of Debenture Holders holders entitled to receive Coupon/ Redemption Amount in respect of the

Debentures on the Record Date, which shall be maintained at the Registered Office of the Company.

R&T Agent Registrar and Transfer Agent to the Issue, in this case being Karvy Fintech Private Limited

ROC Registrar of Companies. Rs. I INR Indian National Rupee. RTGS Real Time Gross Settlement. SEBI Securities and Exchange Board of India constituted under the Securities and

Exchange Board oflndia Act, 1992 (as amended from time to time). SEBI Debt Listing The Securities and Exchange Board of India (Issue and Listing of Debt Regulations Securities) Regulation, 2008 issued by SEBI, as amended from time to time.

Security The security for the Debentures as specified in Section 5.23 hereto

Security Cover The aggregate value of all the Hypothecated Assets which is to be maintained by the Company, on and from the Deemed Date of Allotment till the Maturity Date, at 1.10 (One Decimal Point One Zero) time of the aggregate of the principal amounts and coupon outstanding of the Debentures issued by the Company,

TDS Tax Deducted at Source. The Companies Act/ the Act The Companies Act, 1956 as amended from time to time and to the extent

repealed and replaced, by the Companies Act, 2013 shall mean the Companies Act, 2013 and the relevant rules issued thereunder.

Terms & Conditions The terms and conditions pertaining to the Issue as outlined in the Transaction Documents.

Transaction Documents The documents executed or to be executed in relation to the issuance of the Debentures as more particularly set out in SECTION 7:.

Valuation Agency CARE Ratings Limited WDM Wholesale Debt Market segment of the BSE Wilful Defaulter Shall mean an Issuer who is categorized as a wilful defaulter by any Bank or

financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes an issuer whose director or promoter is categorized as such in accordance with Regulation 2(n) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008.

6



SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS

2.1 ISSUER'S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the Debentures to be listed on the WDM segment of the BSE is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general. The Issuer has mandated Northern Arc Capital Limited to act as an arranger for the Debentures and to distribute either itself and/or through its affiliates this Information Memorandum to identified potential investors.

As per the applicable provisions, it is not necessary for a copy of this Information Memorandum to be filed or submitted to the SEBI for its review and/or approval. However pursuant to the provisions of Section 42 of the Companies Act 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the copy of this Information Memorandum/ Private Placement Offer Letter shall be filed with the ROC and SEBI within the stipulated timelines under the Companies Act, 2013.

This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations as amended from time to time and applicable RBI regulations governing private placements of debentures by NBFCs. This Information Memorandum has been prepared solely to provide general information about the Issuer to Eligible Investors (as defined below) to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any Eligible Investor may require. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein.

Neither this Information Memorandum 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 Information Memorandum should not consider such receipt as a recommendation to subscribe to any Debentures. Each potential Investor contemplating subscription to 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 potential Investor's particular circumstances.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein , if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum 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 being authorized by the Issuer. The Issuer certifies that the disclosures made in this Information Memorandum and/or the Private Placement Offer Letter are adequate and in conformity with the SEBI Debt Listing Regulations and the Companies (Prospectus and Allotment of Securities) Rules, 2014. Further, the Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Information Memorandum would be doing so at its own risk.

This Information Memorandum, the Private Placement Offer Letter and the respective contents hereof respectively, are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum and/or the Private Placement Offer Letter are intended to be used only by those Investors to whom it is distribut . It is not intended for distribution to any other person and should not be reproduced by the recip· -~ER,~

i;,.: ·'{· '\ <} '- ' No invitation is being made to any persons other than those to whom Application Fo s'. long witb this ,, . Information Memocandum and/oc the Pcivate Placement Offe, Lette, being issued h~ p;µ


(This Infonnation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

application by a person to whom the Information Memorandum and/or the Private Placement Offer Letter has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum and/or the Private Placement Offer Letter shall not reproduce or distribute in whole or in part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to us or other parties in connection with the Issue. This Information Memorandum and/or the Private Placement Offer Letter may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Information Memorandum) without retaining any copies hereof. If any recipient of this Information Memorandum and/or the Private Placement Offer Letter decides not to participate in the Issue, that recipient must promptly return this Information Memorandum and/or the Private Placement Offer Letter and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum and/or the Private Placement Offer Letter to reflect subsequent events after the date of Information Memorandum and/or the Private Placement Offer Letter 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 Information Memorandum and/or the Private Placement Offer Letter nor any sale of Debentures made hereafter 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 Information Memorandum and/or the Private Placement Offer Letter does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum and/or the Private Placement Offer Letter in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum and/or the Private Placement Offer Letter comes are required to inform themselves of, and to observe, any such restrictions. The Information Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential.

2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information Memorandum to the SSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the SSE; nor does the SSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does the SSE warrant that the Issuer's Debentures will be listed or will continue to be listed on the SSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.

2.3 DISCLAIMER CLAUSE OF RBI

The company is having a valid certificate of registration issued by the Reserve Bank of India under Section 45 IA of the Reserve Bank of India Act, 1934. However, the RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for repayment of deposits/ discharge of liability by the company.

2.4 DISCLAIMER CLAUSE OF SEBI ,::;:,-,- -,1r ,1i..\. -., / , /c-,1 I'

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy 1 (tlf nformation

~ \L,fj\.>

Memorandum has_ to be filed_ with or submitted to the SE~I for its review / approval. It i to be distiI)ctly understood that this Information Memorandum should not m any way be deemed or co~ t he to have been

. ') IV""" / 8



approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. However, the Company undertakes to file this Information Memorandum and/or the Private Placement Offer Letter with the Registrar of Companies (through the online portal provided by the Ministry of Corporate Affairs) and SEBI within 30 days from the Deemed Date of Allotment as per the provisions of the 2013 Act and the rules thereunder.

2.5 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under the paragraph titled "Eligible Investors" of this Information Memorandum, who shall be/have been identified upfront by the Issuer. This Information Memorandum and/or the Private Placement Offer Letter does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Chennai, India. This Information Memorandum and/or the Private Placement Offer Letter does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

2.6 DISCLAIMER IN RESPECT OF RA TING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information . Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

2.7 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialised form . Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the Allotment to the Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money.

2.8 DISCLAIMER IN RELATION TO REFERENCE INDEX

This Information Memorandum in relation to the Debentures is made available by the Issuer to the applicant on the further strict understanding that (i) in providing this Information Memorandum 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; (ii) the applicant has sufficient knowledge, experience, and professional advice to make its own evaluation of the merits and risks of a transaction of the type under this Information Memorandum and (iii) the applicant is not relying on the Issuer nor on any of the affiliates of the Issuer for information, advice or recommendations of any sort except for the accuracy of specific factual information about the possible terms of the transaction.

The Issuer is not acting as the advisor or agent of the applicant. This Information Memorandum 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 Issuer or the affiliates of the Issuer, the economic risks and merits, as well as the legal, tax, and accounting characterizations and consequences of the transaction and including that the applicant is able to assume these risks.

This Information Memorandum and the contents herein are the Issuer's property, and are to b ~s~~ proprietary information and may not be reproduced or otherwise disseminated in whole or in Itrt, \jith'out1 fi:~ Issuer's written consent unless required to by judicial or administrative proceeding, and then itli,pri~: n~til e ,

to the Issuer. ~- \ ~ ,:•,

~


(This Info rmation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

2.9 DISCLAIMER IN RELATION TO VALUATION AGENCY

If and when the Debentures get listed, the Issuer will appoint a Valuation Agency in terms of the Guidelines for Issue and Listing of Structured Products/Market Linked Debentures, 2011. The valuations as may be provided by the Valuation Agency, on the website of the Issuer and the Valuation Agency or otherwise do not represent the actual price of the Debentures that may be received upon sale or redemption of Debentures. They merely represent the Valuation Agency's computation of the valuation which may in tum be based on several assumptions. A Debenture Holder understands and is aware that the valuation is not in any manner reflective of the actual returns that can be obtained by such Investor on the Debentures.

SECTION 3: RISK FACTORS

The following are the risks relating to the Company, the Debentures and the market in general envisaged by the management of the Company. Potential Investors should carefully consider all the risk factors stated in this Information Memorandum and/or the Private Placement Offer Letter for evaluating the Company and its business and the Debentures before making any investment decision relating to the Debentures. The Company believes that the factors described below represent the principal risks inherent in investing in the Debentures but does not represent that the statements below regarding risks of holding the Debentures are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Potential Investors should also read the detailed information set out elsewhere in this Information Memorandum and/or the Private Placement Offer Letter and reach their own views prior to making any investment decision.

3.1 MODEL RISKS

Investment in the Debentures is subject to model risk. The Debentures are created on the basis of complex mathematical models involving multiple derivative exposures which may or may not be hedged and the actual behaviour of the securities selected for hedging may significantly differ from the returns predicted by the mathematical models.

3.2 THE SECONDARY MARKET FOR 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. Potential Investors may have to hold the Debentures until redemption to realize any value.

3.3 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER.

Potential Investors shoul,ld be aware that receipt of the principal amount (i.e. the redemption amount) and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential Investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed.

3.4 CREDIT RISK & RATING DOWNGRADE RISK


(This Infon11ation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

The Indian stock exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. If similar problems occur in the future, the market price and liquidity of the equity shares could be adversely affected, thereby affecting the indices ..

3.6 TAX CONSIDERATIONS AND LEGAL CONSIDERATIONS

Special tax considerations and legal considerations may apply to certain types of investors. Potential Investors are urged to consult with their own financial, legal, tax and other advisors to determine any financial, legal, tax and other implications of this investment.

3.7 ACCOUNTING CONSIDERATIONS

Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult with their own accounting advisors to determine implications of this investment.

3.8 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER IS SUBJECT COULD IMPAIR THE ISSUER'S ABILITY TO MEET PAYMENT OR OTHER OBLIGATIONS.

The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.

3.9 LEGALITY OF PURCHASE

Potential Investors 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 potential Investor with any law, regulation or regulatory policy applicable to it.

3.10 POLITICAL AND ECONOMIC RISK IN INDIA

The Issuer operates only within India and, accordingly, all of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could result in a further slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Issuer has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operations and financial condition.

3.11

(a)

RISKS RELATED TO THE BUSINESS OF THE ISSUER

The Issuer provides both secured and unsecured loans to the clients and if the Issuer is unable to control the level of non-performing loans ("NPAs'~ in the future, or if the Issuer's loan loss reserves are insufficient to cover future loan losses, the financial condition and results of operations may be materially (1/U/ adversely affected.

A majority of the Issuer' s loans are unsecured and the clients of these unsecured loans are of the high risk category. There is uncertainty on the client's ability to fulfil its loan obligations it can be difficult to verify all client details and assess the risk. Such non-performing or low credit quality loans can negatively impact our results of operations.

The Issue, has various procedu,es and process controls in place to mitigate the dsk. Ms~ As on June 30, 2019, the gross NPA was 5.73 crores on a gross portfolio of Rs. 519.48 er~ s ~nclu11f.l!t1 , A>

managed I securitized portfolio of Rs 0 crores). 1 ~:..~ ~ · -~ ·

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The Issuer cannot assure that it will be able to effectively control and reduce the level of the NPAs of its Client Loans. The amount of its repo,ted NPAs may increase in the future as a result of growth of Client Loans. If the Issuer is unable to manage NPAs or adequately recover its loans, the results of its operations will be adversely affected.

The current loan loss reserves of the Issuer may not be adequate to cover an increase in the amount of NPAs or any future deterioration in the overall credit quality of Client Loans. As a result, if the quality of its total loan portfolio deteriorates the Issuer may be required to increase its loan loss reserves, which will adversely affect its financial condition and results of operations.

The clients are from different industries spread across several geographies with limited access to finance and, as a result, might be vulnerable if economic conditions worsen or growth rates decelerate in India, or if there are natural disasters such as floods and droughts in areas where the Issuer's members live. Moreover, there is no precise method for predicting loan and credit losses, and the Issuer cannot assure that it's monitoring and risk management procedures will effectively predict such losses or that loan loss reserves will be sufficient to cover actual losses. If the Issuer is unable to control or reduce the level of its NPAs or poor credit quality loans, its financial condition and results of its operations could be materially and adversely affected.

(b) The Issuer's business operates through fl large number of semi urban branches and is exposed to operational risks including fraud

The Issuer is exposed to operational risks, including fraud, petty theft and embezzlement, as it handles a large amount of cash due to high volume of small transactions. This could harm its operations and its financial position.

As the Issuer handles a large amount of cash through a high volume of small transactions taking place in its network, the Issuer is exposed to the risk of fraud or other misconduct by its employees or outsiders. These risks are further compounded due to the high level of delegation of power and responsibilities that the Issuer's business model requires. Given the high volume of transactions processed by the Issuer, certain instances of fraud and misconduct may go unnoticed before they are discovered and successfully rectified. Even when the Issuer discovers such instances of fraud or theft and pursue them to the full extent of the law or with its insurance carriers, there can be no assurance that the Issuer will recover any such amounts. In addition, the Issuer's dependence upon automated systems to record and process transactions may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect.

The Issuer maintains an internal audit process to ensure the operations team follows the defined procedures and reports any deviations to the operations staff and management team. The Issuer also has a strong MIS system that has a wide range of data that can be used to monitor financial and operational performance.

To mitigate the above risk, the Issuer maintains an internal audit process to ensure the operations team follows the defined procedures and repo1ts any deviations to the operations staff and management team. The Issuer also has a MIS system able to generate data analysis that can be used to monitor financial and operational performance.

(c) Loans tlue within three years account for almost all of the Issuer's interest income, and a significant reduction in short term loans may result in a corresponding decrease in its interest income

All of the loans the Issuer issues are due within approximately three years of disbursement. The relatively short-term nature of the Issuer's loans means that the Issuer's long-term interest income stream is less ce1tain than if a portion of its loans were for a longer term. In addition, the Issuer' s customers may not obtain new loans from the Issuer upon maturity of their existing loans, particularly if competition increases. The potential instability of the Issuer's interest income could materially and adversely affect the Issuer's results of operations and financial position.

The loans given by the issuer are at fixed interest rate, and the tenor of the un~ r Y, iB&~ as increased from one year to two ~ear which has provided stability to the portfolio apd,~- terest--· ' 0:~~ and has also smoothened operating expense. · · \ , \

\ : ... :; , ; '/ ,' ''() ' . \) '-·/ 2

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( d) The Issuer is exposed to certain political, regulatory and concentration of risks

Due to the nature of its operations, the Issuer is exposed to political, regulatory and concentration risks. The Issuer believes a mitigant to this is to expand its geographical reach and may consequently expand its operations other states. If it is not effectively able to manage such operations and expansion, it may lose money invested in such expansion, which could adversely affect its business and results of operations.

( e) Large scale attrition, especially at tlte senior manageme11t level, can make it difficult for the Issuer to manage its business.

If the Issuer is not able to attract, motivate, integrate or retain qualified personnel at levels of experience that are necessary to maintain the Issuer's quality and reputation, it will be difficult for the Issuer to manage its business and growth. The Issuer depends on the services of its executive officers and key employees for its continued operations and growth. In particular, the Issuer's senior management has significant experience in the finance, banking and financial services industries. The loss of any of the Issuer's executive officers, key employees or senior managers could negatively affect its ability to execute its business strategy, including its ability to manage its rapid growth . The Issuer' s business is also dependent on its team of personnel who directly manage its relationships with its members. The Issuer's business and profits would suffer adversely if a substantial number of such personnel left the Issuer or became ineffective in servicing its members over a period of time. The Issuer's future success will depend in large part on its ability to identify, attract and retain highly skilled managerial and other personnel. Competition for individuals with such specialized knowledge and experience is intense in this industry, and the Issuer may be unable to attract, motivate, integrate or retain qualified personnel at levels of experience that are necessary to maintain its quality and reputation or to sustain or expand its operations. The loss of the services of such personnel or the inability to identify, attract and retain qualified personnel in the future would make it difficult for the Issuer to manage its business and growth and to meet key objectives.

(f) The Issuer's business and results of operations would be adversely affected by strikes, work stoppages or increased wage demands by employees

The employees are not currently unionized. However, there can be no assurance that they will not unionize in the future. If the employees unionize, it may become difficult to maintain flexible labour policies, and could result in high labour costs, which would adversely affect the Issuer's business and results of operations.

(g) The Issuer's insurance coverage may not adequately protect it against losses. Successful claims that exceed its insurance coverage could harm the Issuer's results of operations and diminish its ji11ancial position

The Issuer maintains insurance coverage of the type and in the amounts that it believes are commensurate with its operations and other general liability insurances. The Issuer's insurance policies, however, may not provide adequate coverage in certain circumstances and may be subject to certain deductibles, exclusions and limits on coverage.

In addition, there are various types of risks and losses for which the Issuer does not maintain insurance, such as losses due to business interruption and natural disasters, because they are either uninsurable or because insurance is not available to the Issuer on acceptable terms. A successful assertion of one or more large claims against the Issuer that exceeds it's available insurance coverage or results in changes in its insurance policies, including premium increases or the imposition of a larger deductible or co-insurance requirement, could adversely affect the Issuer's business, financial condition and results of operations.

(h) Issuer requires certain statutory and regulatory approvals for conducting business and failure to obtain or retain them in a timely manner, or at all, may adversely affect operations.

Non-Banking Financial Companies in India are subject to strict regulation and supervision by the RBI. The Issuer requires certain approvals, licenses, registrations and permissions for opera~ ~ registration with the RBI as a non-deposit taking NBFC (NBFC-ND). Further, ~I) \ ~pr:o li\!¾ licenses, registrations and permissions must be maintained/renewed over titfi~ applica · i.fl 1 requirements may change, and the Issuer may not be aware of or comply with all require ents I , i

\' - \ I

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(This Infom1at ion Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

the time. Additionally, the Issuer may need additional approvals from regulators to introduce new insurance and other fee-based products to its members. In particular, the Issuer is required to obtain a certificate of registration for carrying on business as a NBFC that is subject to numerous conditions. In addition, branches are required to be registered under the relevant shops and establishments laws of the states in which they are located. The shops and establishment laws regulate various employment conditions, including working hours, holidays and leave and overtime compensation. If the Issuer fails to obtain or retain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all, business may be adversely affected. If the Issuer fails to comply, or a regulator claims that the Issuer has not complied with any of these conditions, its certificate of registration may be suspended or cancelled, and the Issuer shall not be able to carry on such activities.

(i) Competition from banks and fi11a11cial iustitutio11s, as well as state-sponsored social programs, may adversely affect our profitability and position in the Iudia11 le11di11g industry

The Issuer faces most significant competition from other NBFCs and banks in India. Many of the institutions with which Issuer competes have greater assets and better access to, and lower cost of, funding than the issuer. In certain areas, they may also have better name recognition and larger member bases than Issuer. Issuer anticipates that it may encounter greater competition as they continue expanding the operations in India, which may result in an adverse effect on the business, results of operations and financial condition.

(Intentionally Left Blank)

14

lnfom1ation Memorandum Private & Confidential Date: September 23, 2019 For Private Circulation Only


SECTION 4: FINANCIAL STATEMENTS

The audited financial statements of the Issuer for the year ended 31 st March 2019 are set out in Annexure V hereto.

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Information Memorandum Private & Confidential Date: September 23, 20 I 9 For Private Circulation Only


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SECTION 5: REGULATORY DISCLOSURES

The Information Memorandum is prepared in accordance with the provisions ofSEBI Debt Listing Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI Debt Listing Regulations.

5.1 Documents Submitted to the Exchanges

The following documents have been / shall be submitted to the BSE:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

(b) Copy of last 3 (Three) years audited Annual Reports; ( c) Statement containing particulars of, dates of, and parties to all material contracts and agreements; ( d) Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized

signatories; ( e) An undertaking from the Issuer stating that the necessary documents for the creation of the charge,

where applicable, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/acts/rules etc. and the same would be uploaded on the website of the BSE, where the debt securities have been listed, within 5 (five) working days of execution of the same.

(f) Where applicable, an undertaking that permission/consent from the prior creditor for a second or pari passu charge being created, in favor of the trustees to the proposed issue has been obtained; and

(g) Any other particulars or documents that the recognized stock exchange may call for as it deems fit.

5.2 Documents Submitted to Debenture Trustee

The following documents have been / shall be submitted to the Debenture Trustee in electronic form (soft copy) on or before the allotment of the Debentures:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

(b) Copy of last 3 (Three) years audited Annual Reports; ( c) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (d) Latest audited/ limited review half yearly consolidated (wherever available) and standalone financial

information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any;

(e) An undertaking to the effect that the Issuer would, until the redemption of the debt securities, submit the details mentioned in point (d) above to the Debenture Trustee within the timelines as mentioned in the Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/ 1/2009/ 11 /05 dated May 11 , 2009/ Uniform Listing Agreement as prescribed in SEBI's circular no. CFD/CMD/6/2015 dated October 13, 2015 as amended from time to time, for furnishing / publishing its half yearly/ annual results. Further, the Issuer shall within 180 (One Hundred and Eighty) days from the end of the financial year, submil a copy of the latest annual report to the Dehenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all 'Qualified Institutional Buyers' (Q!Bs) and other existing debenture-holders within 2 (Two) working days of their specific request.

5.3 Name and Address of Registered Office of the Issuer

Name of the Issuer:

Registered Office of Issuer:

South Delhi -110016 IN Corporate Office of Issuer:

Oxyzo Financial Services Private Limited

OXYZO FINANCIAL SERVICES PRIVATE LIMITED Shop No. G-22 C (UGF) D-1 (K-84) Green Park Main Ne

OXYZO FINANCIAL SERVICES PRIVATE LIMITED Unit-101, Vipul Agora Mall, MG Road, Gurgaon, Haryana - 122 002, India

21



Compliance Officer oflssuer:

CO of Issuer:

Registration Number:

Corporate Identification Number:

Contact Person:

Email :

Website oflssuer:

Auditors of the Issuer:

Arranger to the Issuer:

Trustee to the Issue:

Registrar to the Issue:

Credit Rating Agency:

Mr. Brij Kishore Kiradoo, Company Secretary 101, First Floor, Vipul Agora Mall, MG Road, Gurgaon-122002

Ms. Ruchi Kalra 101, First Floor, Vipul Agora Mall, MG Road, Gurgaon-122002

306174

U65929DL2016PTC306174

Mr. Prashant Roy Sharma 101, First Floor, Vipul Agora Mall, MG Road, Gurgaon-122002

[email protected]

www .ofbusiness.com

BS R & Associates LLP (Firm Reg No. 116231W/W- 100024) Building No. I 0, 8th Floor, Tower-B, DLF Cyber City, Phase-II , Gurgaon-122002

NA

Catalyst Trusteeship Limited, Windsor, 6th Floor, Offce No. 604, C.S.T. Road, Kalina, Santacruz (East), Mumbai - 400098

Karvy Fintech Private Limited 7th floor, 701, Hallmark Business Plaza, Sant Dnyaneshwar Marg Off Bandra Kurla Complex Bandra East Mumbai - 400 051 India Tel: 91-22-24994200 Email: [email protected]

ICRA Limited Building No. 8, 2nd Floor, Tower A, DLF Cyber City, Phase II, Gurgaon - 122002

5.4 A brief summary of business/ activities of the Issuer and its line of business:

(a) Overview

Oxyzo Financial Services Private Limited is a technology-enabled Small and Medium Enterprise financing NBFC based out of Gurugram, India that thrives to add value to SM E' s business beyond financing through its parent's raw material fulfilment engine (OFB Tech Private Limited) and new opportunities platform (BidAssist).

Oxyzo has developed a niche in deep understanding of the needs of manufacturing and infrastructure MEs who are aligned to the commanding heights of the Indian economy and thrives to provide formal o~ ,).:· ,

1} '

capital solutions at affordable rates that deliver high value. Oxyzo follows a hub based approach to t4a cing e;J and is present across 39 clusters around 8 hubs spread across Himachal Pradesh, Haryana, Punjab, U ta nd, Rajasthan, Delhi, Uttar Pradesh, Gujarat, Maharashtra, Telangana, Tamil Nadu, Kamataka and Andhri:l\.i;;IS:«J\:iW.-Oxyzo initially identifies a potential hub for entry based on market research and anchor insights, con~ qtfentl

22

Infonnation Memorandum Private & Confidential Date: September 23, 2019 For Private Circulation Only


expanding in radial directions around the hub to expand its geographical footprint. Oxyzo has innovated a "Non-DSA led acquisition model" by instituting a unique in-house SME servicing tech product for acquiring SMEs.

Oxyzo Financial Services is a 100% fully owned subsidiary of OFB Tech. OfBusiness Group ( comprising of OFB Tech & Oxyzo Financial Services) is led by an experienced and dedicated team with academic and professional excellence. The promoters ofOFB Tech Asish Mohapatra, Ruchi Kalra and Bhuvan Gupta jointly hold 30.76% in OFB Tech Private Limited. OFB Tech is backed by marquee set of dedicated PE investors which include Matrix India Partners, Creation Capital, Falcon Edge and Zodius Capital and Norwest (NVP).

(b) Corporate Structure

(i) Current Corporate Status:

(ii)

The issuer was incorporated as a private limited company under the 2013 Act on 21st September 2016 and is registered with the Reserve Bank of India as a non-deposit accepting NBFC. The Issuer derives the following benefits of being registered as an NBFC.

• Access to Funds: Commercial lenders have greater comfort lending to a regu lated NBFC with transparent ownership. As an Issuer, Oxyzo can raise equity and offer commercial returns.

• Diverse Funding Sources: An NBFC can access commercial investors and international capital markets, diversifying away from donors or members as equity funders .

• Commercialisation: Classifying Oxyzo as an NBFC increases its commercial credibi lity and integrates it and its clients into the formal financial sector which ultimately increases its outreach potential.

• Mainstream Resources: As a for-profit commercial NBFC, Oxyzo will be more likely to attract mainstream capital resources which societies or trusts would find difficult to attract.

• Regulatory Coverage: As Oxyzo grows in size, operating as an NBFC within the regulatory framework mitigates risks from political and regulatory intervention.

• Stakeholder Involvement: As an NBFC, Oxyzo can bring a variety of stakeholders to the table, including clients, management, employees and investors. \'?-\.. ~.: ,

~ Brief Profile of the Board of Directors: ":t :z

.--;

Infonnation Memorandum Private & Confidential Date: September 23, 2019 For Private Circulation Only

Name Ms. Ruchi Kalra

Mr. Vasant Sridhar

Mr. Asish Mohapatra

Mr. Rohit Kapoor

Mr. Akshat Pande

Mr. Sathyan David


Designation ExecutiveDirector

Executive Director

NonExecutive Additional Director

Independent Director



Board of Directors Experience Prior to leading finance at OfBusiness, Ruchi was a Partner at McKinsey and adds an extensive experience in the financial services sector to the team. She has worked with numerous Banks and NBFCs on turnaround projects and led the Retail and SME banking service practice in India. Prior to McKinsey, Ruchi worked with Evalueserve in the Business Research Division.

Ru chi holds an MBA from Indian School of Business, Hyderabad and a B-Tech in Chemical Engineering from Indian Institute of Technology, Delhi

Vasant is part of the Founding Team at OfBusiness and led the company's entry into the manufacturing vertical. He has built the entire business in Southern India and established a strong customer base across SME clusters. Prior to OfBusiness, he headed the Business Excellence Function at ITC Limited - Agri Business Division (IL TD). A certified Lean Six Sigma Black Belt, he drove the deployment of advanced analytics and process excellence across multiple functions, mentoring 200+ managers. As special assignments from the Chief Executive ' s Office, he also developed the complete strategy blueprint for backward integration for launching ITC' s Dairy Business.

Prior to ITC, Vasant holds a Bachelors in Chemical Engineering from IIT Madras Asish brings deep operational expertise in managing and defining vision for new age businesses from his past roles as a Director at Matrix Partners, India as an Engagement Lead at McKinsey (where he led assignments across Operations and Healthcare) and as an Operations manager at ITC, where he led the turnaround of a production plant acquired by ITC. Asish holds an MBA from Indian School of Business, Hyderabad and a B. Tech in Mechanical Engineering from Indian Institute of Technology, Kharagpur.

Rohit is a proven professional with over 20 years of experience and is entrusted with the responsibility to drive new real estate business opportunities for the company, which will include exploring new domains and categories, and other strategic initiatives. Rohit holds a PGD from Indian School of Business where he was ranked in the top 5 students in the batch and was the recipient of the Young Leader Award which was awarded for best all-around performance in the batch. In addition to the PGD, he is also a certified Chartered Financial Analyst (CF A Institute, USA). He is also a visiting faculty at SP Jain Institute of Management and Research, !MT Ghaziabad and Vedica Scholars.

Akshat is the Founder and Managing Paitner of Alpha Partners, a corporate and commercial law firm based in Delhi NCR. Akshat has an experience of 15 years in the field of corporate and commercial law. He completed his law graduation from Delhi University (2005) and post-graduation from University of East Anglia, Norwich, UK (2006). He is also a member of the Institute of Company Secretaries of India (2002).

Independent Consultant - Financial Sector Regulation and Supervisionspecialisation in the NBFC, Payment Systems and banking sectors. Recently retired as Chief General Manager , Reserve Bank of India, with a demonstrated history of working in the financial sector regulation domain. Skilled in Data Analysis, Financial Risk, Operational Risk Management, legal issues in the financial sector. Graduated from BITS, Pilani and INSEAD - _

Infonnation Memorandum Private & Confidential Date: September 23, 20 I 9 For Private Circulation Only


(iii) Brief Profile of the Senior Management

Name & Designation Mr. Asish Mohapatra - Group Head, Operations

Ms. Ruchi Kalra- CFO and WTD

Mr. Bhuvan Gupta - Group CTO

Mr. Vasant Sridhar, Head Sales (South)

Mr. Nipun Chopra, Head Credit (North)

Background Asish leads the entire operations efforts at the Group. He brings deep operational expertise in managing and defining vision for new age businesses from his past roles as a Director at Matrix Partners, India as an Engagement Lead at McKinsey (where he led assignments across Operations and Healthcare) and as an Operations manager at ITC, where he led the tum-around of a production plant acquired by ITC.

Asish holds an MBA from Indian School of Business, Hyderabad and a B. Tech in Mechanical Engineering from Indian Institute of Technology, Kharagpur.

As the CFO and WTD, Ruchi leads the entire efforts towards finance control, Accounts and audit, Compliance - Legal and Secretarial and capital management for optimal utilization. Ruchi has worked with numerous Banks and NBFCs on turnaround projects in the past as she led the Retail and SME banking service practice for Mckinsey in Jndia.

Ruchi holds an MBA from Indian School of Business, Hyderabad and a B-Tech in Chemical Engineering from Indian Institute of Technology, Delhi (2004).

A dedicated Technocrat, Bhuvan brings more than 17 years of diverse experience across Technology capabilities. Bhuvan spent nearly a decade devising and heading market-centric technological solutions at Fiorano Software as its 'Solutions Architect' and Exponential Inc. as its 'Director of Engineering' . Post that, he was instrumental in conceptualising and developing multiple consumer-facing applications such as Wynk Music, My Airtel, Hike Messenger App at Bharti Soft Bank Portal. Before cofounding Ofbusiness group in 2015, Bhuvan was VP Engineering at Snapdeal where he was responsible for managing the entire customer facing product portfolio and the data platform.

Bhuvan holds an MBA from FMS and B.E. from BITS Pilani. Vasant led the company's entry into the manufacturing vertical. He heads the Sales function in Southern India where he built the entire business and established a strong customer base across SME clusters. Prior to Oxyzo, he headed the Business Excellence Function at [TC Limited - Agri Business Division (IL TD). A certified Lean Six Sigma Black Belt, he drove the deployment of advanced ana lytics and process exce llence across multiple functions, mentoring 200+ managers. As a special assignment from the Chief Executive ' s Office, he developed the complete strategy blueprint for backward integration for launching ITC's Dairy Business. Vasant holds a Bachelors in Chemical Engineering from !IT Madras (2013).

Nipun is a consumer banking credit professional with over 12 years of experience and has worked at leading financial organizations such as IIFL, lnduslnd Bank, HDFC Bank. Prior to joining Oxyzo, Nipun was working as a Senior Manager, SME Finance with IIFL. At Indus Ind Bank, he was part of the Business Loans credit team and was responsible for credit underwriting and portfolio management. At HDFC Bank, he was part of the Retail Assets Risk Division, responsible for credit underwriting and portfolio management. At CSC, he was responsible for budge ing, forecasting, accounting and taxation. ;f'_ ~\. · r. ,

ff ;:CJY,'· Nipun holds an MBA from Maharshi Dayanand University C2qp6 pnd a ' B.Com from Delhi University \\ r,:. \ 't V,

' ~fo,~(r ,I ~ -

lnfom1ation Memorandum Private & Confidential Date: September 23, 2019 For Private Circulat ion Only

(This Infom1ation Memorandum is neither a prospectus nor a statement in lieu ofa prospectus)

Mr. Aishvarya Abhishek, Head Credit (North)

Mr. Vivek Sethia, Head Credit Ops and Process Audit

Mr. Brij Kishore Kiradoo, Company Secretary

(iv) Business Segments:

PRODUCT DETAILS:

Name of the Product Description of the product

Target Segment

Sanction Amount Tenure Repayment

An experienced banking professional with more than 7 Years of experience in SME & Corporate lending, Aishvarya is a management graduate from Narsee Monjee Institute of Management Studies and holds dual Certified Credit Analyst, CAIIB and risk management professional. He has extensive experience in Credit underwriting and research, Policy and strategy matters, developing credit rating model on lending side.

He has previously worked with a State Bank of Mauritius where he worked on credit evaluation assignments of corporate entities & SMEs from different industry segments. Vivek has worked for leading organizations like ITC Limited in the past where he was responsible for planning Supply chain function for their Spices division and handled entire planning section for the Farm to Folk chain. Vivek brings a unique blend of business and process acumen to the team and has been instrumental in defining process excellence practices at Oxyzo.

Vivek holds a B-Tech in Mechanical Engineering from R V College of Engineering, Bangalore Prior to Ofbusiness, Brij was working with Fortis Healthcare Limited, Gurgaon as a Company Secretary in one of its Subsidiary Company and was responsible for Secretarial and Legal Compliances. After becoming a member of Institute of Company Secretaries of India in July 2015, he joined Religare Aviation Limited, New Delhi as Company Secretary and Compliance Officer and was directly overlooking all the compliance related matters.

He is also a Law Graduate from Law College Bikaner-Raiasthan.

Unsecured Purchase Financin Funding raw material procurement for SME as a replacement of operational credit provided by dealers • SME with a minimum business

vintage of 3 years • Annual Turnover between INR

3 - 100 Crores • Manufacturer, Fabricator, OEM

across Auto & Auto Ancillary, Power, Polymer and Packaging products, capital Goods, Industrial Chemicals construction equipment, etc.;

• Infrastructure contractors for Central and selected state governments, public sector infra agencies like NHAI, NBCC

INR IO - 75 Lacs 60-120 Da s Principal as bullet payment post tenure and interest monthly

Secured Purchase Financin Funding material requirement against 100% bank guarantees

Infrastructure - government contractors & manufacturers

U to 250 Lacs 60- 120 Da s Principal as post tenure month!

Information Memorandum Private & Confidential Date: Sept'!mber 23, 2019 For Private Circulation Only


( c) Key Operational and Financial Parameters for the last 3 audited years on a on a standalone basis

Parameters Audited Audited Audited

• 1, 31-Mar-17 31-Mar-18 31-Mar-19

Net worth 200.00 2525. 15 10507.88

Total Debt -Of which - Non current maturities of Long Tenn Borrowings - 0 10044. 16

- Short Tenn Borrowings - 5792.00 6799.89

- Current Maturities of Long Term Borrowings - - 9014.14

Net Fixed Assets - 5.83 51.2

Non-Current Assets - 519.57 4290.35

Cash and Cash equivalents 200.00 331.13 492.56 .. ~

Current Investments - - -Current Assets 200.00 8103.08 33595.25

Current Liabilities - 6081.04 17260.97

Assets Under Management - 8229.95 36128.58

Off Balance Sheet Assets - - -

Interest Income - 290.43 3948.5 1

Interest Expense - 93.00 1686.93

Provisioning & Write Offs - 20.56 179.96

PAT - 16.60 474.5 1

Gross NP A (%) - 0% 1.00%

NetNPA (%) - 0% 0.65%

Tier I Capital Adequacy Ratio(%) - 30.42% 29.53%

Tier II Capital Adequacy Ratio(%) ; - 0% 0%

(Rs. Crores) d Gross Debt: E uit Ratio of the Com an As on 30 June, 2019

Before the issue of debt securities 2.42 After the issue of debt securities 2.53

Calculations

Before the Issue, debt-to-equity ratio is calculated as fo llows: -

I Debt 369.52 Equity 152.39 Debt/Eq uity 2.42

Subsequent to the Issue, debt-to-equity ratio shall be calculated as fo llows: -

I Debt 386.52 Equity 152.39 Debt/Eq uity 2.53 ( e) Project cost and means of financing, in case of funding r.ew projects: N.A.

5.5

(a)

Brief history of Issuer since its incorporation giving details of its following activities:/}; ''.,\..

Details of Share Capital as on last quarter end, i.e., 30-06-2019 iG \X U-


(This Infonnation Memorandum is neither a prospectus nor a statement in lieu ofa prospectus)

Share Capital Rs. Authorised Equity Shares of Rs. IO each 39 63,40,000

TOTAL 39,63,40,000

Issued, Subscribed and Fully Paid- up Equity Shares of Rs. IO each, fully paid 39,18,80,810

Preference Shares 0

TOTAL 39,18,80,810

(b) Ch anges m I s cam a s rue ure as on as quar er en . 't 't I t t I t t 1.e., - - or e as tve years: d . 30 06 2019 ti th I t fl ) Changes in its capital structure as on last quarter end (being 30.06.2019]), for the last five

vears: Date of change

Rs. Particulars of change in authorized share capital

(AGM/EGM) September 2 1, Rs.5,00,00,000/- At the time of Incorporation 2016

November 07, Rs. I 0,00,00,000/- Increase in Share Capital 2017 December 05, Rs.25,00,00,000/- Increase in Share Capital 2017 July 10, 2018 Rs.28,50,00,000/- Increase in Share Capital

July 20, 2018 Rs.29, 10,00,000/- Increase in Share Capital

September 25, Rs.33,60,00,000/- Increase in Share Capital 2018 October 26, 2018 Rs.37,60,00,000/- Increase in Share Capital

June 03 , 2019 Rs. 39, 63,40,000/- Increase in Share Capital

(b) Equity Share Capital History of the Company as on last quarter end i.e.30-06-2019 for the last five years:

$.No. Date of allotment No. of Face Cumulative Cumulative paid Cumulative share equity value number of up share capital premium (In JNR. shares equity (in Cr) Cr) issued shares

I. Sep tern ber 21, 19,99,990 I 0/-19,99,990

20 16 Rs .1,99,99,900/- 0 2. September 21, 10 10/-

2016 20,00,000 Rs. 2,00,00,000/- 0 3. November 07, 30,00,000 10/-

2017 50,00,000 Rs.5 ,00,00,000/- 0 4. November 30, 50,00,000 I 0/-

2017 1,00,00,000 Rs. I 0,00,00,000/- 0

5. December20, 2017 60,00,000 I 0/-Rs.16,00,00,000/-

1,60,00,000 0 6. January 17, 2018 40,00,000 10/- 2,00,00,000 Rs.20,00,00,000/- 0 7. January 24, 2018 50,00,000 10/- 2,50,00,000 Rs.25,00,00,000/- 0 ~ \ ~

8. July 20, 2018 16,18,123 10/- 2,66,18,123 Rs.26,61 ,81 ,230/- Rs .8,38,½8;:7~11~

1~~ 8 ; ~ ,:__-, -,.~·o::W

Information Memorandum Private & Confidential Date: September 23, 20 19 For Private Circulation Only


9. August 06, 2018 24,27, 185 10/- 2,90,45,308 Rs.29,04,53,080/- Rs.20,95,46,954/-

IO. September 25, 16,18, 123 10/-Rs.30,66,34,310/-

2018 3,06,63,431 Rs.29,33,65, 726/-

11. October 26, 2018 24,27, 185 10/- 3,30,90,616 Rs.33,09,06, 160/- Rs.41,90,93,909/-

12. October 31, 2018 8,09,062 10/- 3,38,99,678 Rs.33,89,96,780/- Rs. 46,10,03,320/-

13 March 14, 2019 6,50,883 10/- 3,45,50,561 34,55,05,6 10 53,44,94,490

14 March 18, 2019 4,06,800 10/- 3,49,57,361 34,95, 73,610 58,04,26,260

15 March 22, 2019 5,69,520 10/- 3,55,26,88 1 35,52,68,81 0 64,47,30,738

16 April 30, 2019 8,13,600 10/- 3,63,40,481 36,34,04,810 73,65,94,278

17 May 06, 2019 4,06,800 10/- 3,67,47,28 1 36,74,72,810 78,25,26,047

18 May 30, 2019 8,13,600 10/- 3,75,60,881 37,56,08,810 87,43,89,587

19 June 07, 2019 4,06,800 10/- 3,79,67,681 37,96,76,810 92,03,21,357

20 June 17, 201 9 4,06,800 10/- 3,83,74,481 38,37,44,810 96,62,53, 126

2 1 June 29, 2019 8,13 ,600 10/- 3,91,88,081 39, 18,80,810 1,05,81 ,1 6,666

(c) Details of any Acquisition or Amalgamation in the last 1 (one) year: N.A.

There has been no acquisition or amalgamation in the last 1 (one) year.

(d) Details of any Reorganization or Reconstruction in the last 1 (one) year: N.A.

There has been no reorganization or reconstruction in the last 1 (one) year.

5.6 Details of the shareholding of the Company as on the latest quarter end, i.e., (30.06.2019]

(a) Shareholding pattern of the Company as on last auarter end, i.e(. 30.06.2019 Number of shares Total

Sr.N Total Number held in Shareholding

Particulars of Equity Dematerialized as a % of total o.

Shares Form/ Physical no. of equity Form shares

I. OFB Tech Private Limited Body Corporate 3,91,88,071 100

2. Ruchi Kalra (Nominee ofOFB Tech Individual

Private Limited IO Negligible Total 3,9 1,88,081 100

Notes: Details of shares pledged or encumbered by the promoters (if any): NIL

(b) List of top 10 holders of equity shares of the Company as on the latest quarter end, i.e. 30-06-2019

Total Shareholding

Sr.No. Name of the Shareholders Total Number of Equity shares as a% of

total no. of equity shares.

I. OFB Tech Private Limited 3,9 1,88,071 100% Total: 3,91,88,071 100%

5.7 Following details regarding the directors of the Company*:

(a) Details of the current directors of the Company:



This table sets out the details regarding the Company's Board of Directors as on date of the Information Memorandum·

s. Name of Designa Date of Age Address DIN PAN Director Directo No. the tion Birth of the r in

Directors ' company other I since compa

ny

1. Ms. Ruchi Director June 25, 36 E-6, First 031034 AMX Septembe OFB Kalra 1983 Floor, Green, 74 PK30 r 21, 2016 Tech

Park 42K Private Extension, Limited New Delhi-110016

2. Mr. Director June 15, 27 No.28,l't 076850 CTZ December N.A. Vasant 1991 Cross Street, 35 PS81 26,2016 Sridhar West CIT 24H

Nagar, Nandanam, Chennai, Tamil Nadu-600035

3. Asish Director Novemb 39 E-6, First 066662 AJEP February 1. OFB Mohapatra er 07, Floor, Green 46 M72 05,2019 Tech

1980 Park 70P Private Extension, Limited New 2. New Delhi,I 10016 Delhi

Centre For Sight Limited 3. OFCO NS Constru ction Private Limited

4. Akshat Indepen October 39 15-D, HIG 034196 AMF February PR! Vikram dent 04, 1979 Swarnim 36 PP42 05 ,2019 Lotus Pande Director Vihar Sector 58A SAi

82, Noida, India Gautam Private Buddha Limited Nagar, Noida-UP201304

5. Rohit fndepen October 44 H.No-C3- 065293 AFO February I. OFB Kapoor dent 17, 1974 1202, The 60 PK69 05,2019 Tech

Director Legend 15M Private Apartments, Limited Suhant Lok-3 2. Sector-57 Antara Chakarpur(74 Senior ) Gurgaon Living Chakkarpur Limited Haryana -122002 ✓,;;;---_:,.,

6. Sathyan Indepen 27-03- 61 2001, 083865 AAL April 11, f~''!Y- ~,-,. David dent 1958 Marathon Era- 21 PD27 2019 ;f~;

Director IOff G K 06M 11S o" Y.J


(This Jnfonnation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

Marg Veer ns Pvt. Santaji Lane, Ltd. Lower Pare! (W) Mumbai-400013

*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any: NIL

(b) Details of change in directors since last three years:

Designatio Date of Director of the Company

Name DIN Appointment/ ~

since (in case of n

Resie:nation resie:nation) Mr. Srinath Non

075963 1 September 2 1, September 2 1, 2016 -Ramakrishna Executive-

0 2016 December 26, 2016 n Director

Ms. Ruchi Executive- 03 10347 September 21, September 2 1, 2016 - Till Katra Director 4 2016 Date

Mr. Dhaval Executive- 0768876 December 26, December 26, 2016- July

Dineshchand ra Radia

Director 0 2016 31,2018

Mr. Vasant Executive- 0768503 December 26, December 26, 2016 - Till Sridhar Director 5 2016 Date

Non-

Mr. Asish Executive

0666624 February 05, 2019 - Till - February 05, 2019

Mohapatra Additional

6 Date

Director Akshat

Independe 0341963 February 05, 2019 - Till

Vikram 6 February 05, 2019 Pande

nt Director Date

Rohit Kapoor Independe 0652936 February 05, 2019 - Till

nt Director 0 February 05, 2019

Date

Sathyan Independe 0838652 April 11 , 2019 April 11 , 2019 - Till date

David nt Director I Ms Ruchi CFO and 0310347

February 05, 2019 February 05, 2019 - Till

Kalra WTD 4 Date

5.8 Following details regarding the auditors of the Company:

(a) Details of the auditor of the Company:

Name Address Auditor since B S R & Associates LLP Building No. I 0, 8'" Floor, Tower-8, January 01 , (Firm Reg No. DLF Cyber City , Phase- II , Gurgaon- 2018 11623 1W/W- 100024) 122002

(b) Details of change in auditors since last three years:

Name

Lodha & Co. (Firm Re No. 301051E

Address

14, Government Place East, Kolkata, West

Date of appointment Auditor / resi nation since September 22, 2016 September

22, 2016 to

Remarks

Resignation

N.A.

Resignation

N.A.

Appointme nt

Appointme nt

Appointme nt

Appointme nt

Change in des ignation

Remark NA

lnformation Memorandum Private & Confidential Date: September 23, 2019 For Private Circulation Only


Bengal-700069/12, November Bhagat Singh Marg, 30,2017 New Delhi-I 10001

B S R & Associates Building No.IO, 8th January 01 , 2018 January 01, Appointed due LLP Floor, Tower-B, DLF 2018 - Till to casual (Firm Reg No. Cyber City, Phase-II, Date vacancy 116231 W/W-100024) Gurgaon-122002

5.9 Details of borrowings of the Company, as on latest quarter end 30-06-2019:

(a) Details of secured loan facilities (as on 30-06-2019)

Limit Amount Primary

Name of Financial Institution Type of

Sanctioned O/S(NR Repaymen Security (book Facility

(INRCr.) Cr.) t Schedule a debt

hypothecation)

Term Monthly l.lx

Northern Arc Capital Limited Loan 30.00 4.59 (previously IFMR) Term

Monthly l.lx Loan 40.00 34.00

A vanse Financial Services Private WCDL Annual l.lx

Limited 10.00 -

2.00 - Monthly Ix

Vivriti Capital Private limited Term Loan

30.00 20.00 Monthly Ix

Term Monthly l.2x

Loan 5.00 0.41 Capri Global Capital

Term Loan 10.00 1.25

Monthly l.2x

CC Limit - As per l.22x

10.00 Drawdown

AU Small Finance Bank Term Quarterly l.2x Loan 15.00 7.50 Term

Quarterly l.2x Loan 25.00 25.00

A.K. Capital Finance Private Term Monthly l.lx

Limited Loan 25.00 2.86

Shriram City Union Finance Term

Monthly I. Ix Loan 15 .00 7.83

Fincare SFB Term

Monthly I. IX Loan 5.00 2.09

U Gro Capital Limited Term

Monthly I. Ix Loan 5.00 3.70

Axis Bank OD Line As per

NA 5.00 4.90 Drawdown

Term Ix

MAS Financial Services Private Loan 15.00 10.00 Monthly Limited Tenn

Ix Loan 10.00 8.33 Monthly

Kotak Mahindra Bank CC/WC

Monthly l .25x DL 25.00 14.34

Unifi Alf NCD 40.00 36.00 Qua,terly l.2x

IFMR Fimpact Medium Term NCD l.lx

Oppurtunities Fund 10.00 10.00 Bullet ✓------. .__

Northern Arc Money Market Alpha l4~;~· / I •

CP Trust 5.00 - Bullet ~\ L

~ Ji; - ,(;.',, I I /


(This lnfom1ation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

6.00 Bullet Unsecured -

Utkarsh SFB Term

Ix Loan 10.00 7.33 Monthly

IFMR Fimpact Income Builder MLD I.Ix

Fund 17.00 17.00 Bullet As per

l.25x RBL Bank CC Limit 5.00 4.37 Drawdown

Term l.25x

Ujjivan Small Finance Bank Ltd Loan 15.00 15.00 Quarterly Term

Monthly I.Ix Loan- I 25.00 25.00

IDFC First Bank Term Loan- 2 110.00 69.69

Monthly l.lx

Term Monthly I. Ix

Loan- I 10.00 7.74

Hinduja Leyland Finance Term

1.l x Loan- 2 20.00 18.25 Monthly Term

l.lx Loan-3 12.00 12.00 Monthly

(b) Details of unsecured loan facilities (as on 30.06.2019):

Lender's Amount Principal Amount Repayment

Type of Facility Sanctioned Outstanding (Rs. Name

(Rs. in Mn) in Mn) Date/Schedule

NA NA NA NA NA

(Cl Details of Non-convertible Debentures: (as on 30.06.2019): Debenture Tenor/ Coupon Amount Date of Redemption Credit Secured/ Security

Series Period allotment on Date/ Rating Unsecured of Schedule

Maturity (inf •l) (in Cr)

UNIFI- 30 12.19% 20 18-01-2019 18-07-2021 BWRA- Secured 20% Series A (SO) Pledged

Assets UNIFI- 30 12. 19% 20 30-01-2019 18-07-2021 BWRA- Secured 20% Series B (SO) Pledged

Assets N01thern 36 Market 17 01-03-2019 01-03-2022 ICRA- Secured 1.lx of Arc MLD Linked PP MLD Primary

BBB Security (Book Debt)

No1thern 50 13.6% 10 31-01-2019 31-03-2023 ICRA Secured l.lx of Arc NCD BBB Primary

(SO) Security (Book Debt)

(Amount in Crore)

(d) List of Top 10 Debenture Holder(s) (as on 30.06.2019

S.No. Name of Debenture Holder(s)

I. UNIFIAIF

Infom1ation Memorandum Private & Confidential Date: September 23, 2019 For Private Circulation Only


2 UNIFI AIF Rs. 20 Crores

3 IFMR FIMPACT MEDIUM TERM OPPORTUNITIES FUND Rs. IO Crores

4 IFMR FIMPACT INCOME BUILDER FUND Rs. 17 Crores

(Rupees in Crores) Note: Top 10 holders' (in value terms, on cumulative basis for all outstanding debentures issues) detai ls should be provided

( e) The amount of corporate guarantee issued by the Issuer along with the name of the counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued. (if any):

NIL

(f) Details of Commercial Paper:

NIL

(g) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on June 30, 2019:

NIL

(h) Details of all defau lt/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 Issuer, in the past 5 years:

NIL

(i) 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:

NIL

5.10 Details of Promoters of the Company:

(a) Details of Promoter Hold ing in Company as on latest q uarter end, i.e. June 30, 2019 s. Name of the Total No of No. of Total No of % of shares No shareholders Equity shares shares in shareholding shares pledged with

Demat as % of total Pledged respect to I form no of equity shares owned

11 shares I. OFB Tech 3,9 1,88,07 1 0 100 0 0

Private Limited 2. Ruchi Kalra 10 0 Negligib le 0 0

(Nominee of OFB Tech Private Limited)

Total 3,9 1,88,081 0 100 0 I

0

5.11



Note: Financial Information submitted must be in line with the timelines specified in the Simplified Listing Agreement, issuedvide Circular no. SEBJ/JMDIBOND/ J/2009/J 1/05, dated May I I , 2009

Profit and Loss Statement (INR) 31.3.2019 31.03.2018 31.03.2017

Audited Audited Audited

Revenue from Operations 45,25,67,391 3,69,90,348 -

Less: Finance Costs 17,91,68,197 99,00,405 -Net Interest Income 27,33,99,194 2, 70,89,943 -Other Income 35,20,290 3,01,553 -Tota] Income 27,69,19,484 2,73,91,496 -Operating Expenses 19,15,95,260 2,13,79,940 -Provisions & Write Offs 1,79,96,311 20,56,737 -

Operating Profit 6,73,27,913 39,54,819 -Depreciation 5,34,550 1,653 -

Profit Before Tax 6,67,93,363 39,53,166 -Prior Period Item - 5,90,660 -Provisions for tax 1,93,41,672 17,01,622 -

Profit After Tax 4,74,51,691 16,60,884 -

Balance Sheet (INR) 31.03.2019 31.03.2018 31.03.2017

Equity capital 35,52,68,810 25,00,00,000 2,00,00,000

Reserve & Surplus 69,55,19,209 25,15,963 -

TNW(A) 1,05,07,88,019 25,25,15,963 2,00,00,000

Total NonCurrent Liabilities 1,01,16,75,363 16,46,224 -Current Liabilities+ Provisions 1, 72,60,97,883 60,81,04,298 -Total Outside Liabilities (B) 2,73,77,73,246 60,97,50,522 -Total Liabilities (A+ B) 3, 78,85,61,265 86,22,66,485 2,00,00,000

Fixed assets (Net) 51,20,672 5,83,872 -

Investments 8,07,53,020 - -

Gross Advances 3,61,28,59,035 82,29,96,202 -

Less: Loan Loss Reserve* - - -

Net Loan Outstanding 3,61,28,59,035 82,29,96,202 -

Cash / Liquid Investments 4,92,56,212 3,31,13,817 2,00,00,000

Other current assets 3,43,22,326 55,72,594 -

Deferred Tax Assets - - -

Intangible Assets - - -

Other Non-Current Assets 62,50,000 - -

Total Assets 3, 78,85,61,265 86,22,66,485 2,00,00,000

Loan Loss Reserve*- Provisions, both long and short term, are already added in Liabilities side

5.12 Abridged version of Latest Audited/ Limited Review Half Yearly Standalone :financial

/I -..."' ~' Information and auditors qualifications, if any. //(' \ .. ' · \

~ .. '<.: \)

[Note: Financial information submitted must be in line with the timelines specified in the Simplifle Listil?Jf r} ~ -o~, 1

Agreement, issuedvide Circular no. SEBIIIMDIBOND/1/2009/JJ/05, dated May JJ , 2009] •~~,;'-:--~ ¼ -tJJ ~ fs0>'Y



Profit and Loss Statement (in INR) For the oeriod ended For the oeriod ended

31-Mar-19 31-Mar-18

Revenue from Operations 45,25,67,391 36,990,348 Other Income 35,20,290 301,553 Total Revenue 45,60,87,681 37,291,901

Expenses: Finance Cost 17,91,68,197 9,900,405 Employee benefits expense 12,20,36, 122 12,497,673 Depreciation 5,34,550 1,653 Other expenses 6,95,59, 138 8,882,667 Contingent provision for standard assets 1,79,96,311 2,056,737 Total expenses 38,92,94,318 33,338,735

Profit / (Loss) before prior period items and tax 6,67 ,93,363 3,953,166 Prior period items 0 590,660

Tax Expense - Current Tax 1,84,24,314 1,139,616 - Deferred Tax 9,17,358 562,006 Profit after tax 4,74,51,691 1,660,884

Balance Sheet (in INR) EQUITY AND LIABILITIES

Shareholder's funds Share capital 3 5 ,52,68,810 250,000,000 Reserves and surplus 69,55,19,209 2,515,963

Non-current Liabilities Deferred tax liabilities (net) 14,79,364 562,006 Long-term provisions 57,79,902 1,084,218 Long-term borrowings 1,004,416,097 0

Current liabilities Short term borrowings 67,99,89,127 579,200,000 Trade Payable 80,70,386 9,532,844 Other current liabi lities 1,02,62,32,828 17,437,436 Short-term provisions I, 18,05,542 1,934,018

Total 3, 78,85,61,265 862,266,485

ASSETS

Non-current assets Property, plant and equipment 51,20,672 583,872 Long-term loans and advances 33,69,12,112 51,373,761

Current assets Cash and bank balances 4,92,56,2 12 33 , 113,8 17 Short-term loans and advances 3,27,59,46,923 77 1,622,441 Other current assets 3,43,22,326 5,572,594

Total 3, 78,85,61,265 862,266,485



5.13 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.

The Issuer hereby declares that there has been no material event, development or change at the time of issue from the position as on the date of the last audited financial statements of the Issuer, which may affect the Issue or the Investor' s decision to invest/ continue to invest in the debt securities of the Issuer.

5.14 Names of the Debentures Trustees and Consents thereof.

The Debenture Trustee of the proposed Debentures is Catalyst Trusteeship Limited. Catalyst Trusteeship Limited has given its written consent for its appointment as debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Information Memorandum and in all the subsequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure III of this Information Memorandum.

5.15 Rating Rationale(s) adopted (not older than one year on the date of opening of the Issue)/ credit rating letter issued (not older than one month on the date of opening of the Issue).

The Rating Agency has assigned a rating of"ICRA PP MLD BBB" (Pronounced as " ICRA Triple B") with 'stable' outlook to the Debentures. Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk. The rating letter from the Rating Agency is provided in Annexure II of this Information Memorandum.

5.16 If the security is backed by a guarantee or letter of comfort or any other document/ letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

Not Applicable.

5.17 Names of all the recognized stock exchanges where the debt securities are proposed to be listed:

The Debentures are proposed to be listed on the WDM 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.

5.18 Other details:

(a) Debenture Redemption Reserve ("DRR") Creation:

(b)

(c)

As per Section 71 of the 20 I 3 Act, any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. However, under the Companies (Issuance of Share Capital and Debentures) Rules, 2014, non-banking financial companies are exempt from this requirement in respect of privately placed debentures. Pursuant to this exemption, the Company does not intend to create any reserve funds for the redemption of the Debentures.

Issue/ instrument specific regulations:

The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act including the relevant notified rules thereunder, the SEBI Debt Listing Regulations, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the applicable

RBI guidelines. /j;t,,\.. ~ .... 1

, •••

c}· -~ Application process: -~

\ ~

Information Memorandum Private & Confidential Date: September 23, 2019 For Private Circulation On ly


The application process for the Issue is as provided in SECTION 8: of this Information Memorandum.

5.19 A statement containing particulars of the dates of, and parties to all material contracts, agreements:

The following contracts, not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than 2 (Two) years before the date of this Information Memorandum, which are or may be deemed material, have been entered into by the Company.

The contracts and documents referred to hereunder are material to the Issue, may be inspected at the Registered Office of the Company between 10.00 am to 4.00 pm on working days.

S.No. Nature of Contract

1 Certified true copy of the Memorandum & Articles of Association of the Issuer.

2 Board Resolution dated February 18, 2019 authorizing the issue of Debentures offered under the terms of this Disclosure Document.

3 Shareholder Resolution dated February 19, 2019 authorizing the issue ofnon-convertible debentures bv the Comoanv.

4 Copies of Annual Reports of the Company for the last three financial years.

5 Credit rating letter from the Rating Agency dated February 25, 2019 and February 27, 2019

6 Letter from Catalyst Trusteeship Limited dated September 16, 2019 giving its consent to act as Debenture Trustee.

7 Letter for Register and Transfer Agent. 8 Certified true copy of the certificate of incorporation of the Company.

9 Certified true copy of the tripartite agreement between the Company, the Registrar & Transfer Agent and the NSDL/CDSL.

10 Copy of application made to BSE for grant of in-principle approval for listing of Debentures.

5.20 Details of Debt Securities Sought to be Issued

Under the purview of the current document, the Issuer intends to raise an amount of Rs. 17,00,00,000/- (Rupees Seventeen Crores only) by issue of Rated, Senior, Secured, Transferable, Redeemable, Principal Protected Market Linked Debentures, on a private placement basis.

For further details of the Debentures, please refer to the terms and conditions of the debentures set out in SECTION 6: of this Information Memorandum .

5.21 Issue Size

The aggregate issue size for the Debentures is of Rs. 17,00,00,000/- (Rupees Seventeen Crores Only).

5.22 Utilization of the Issue Proceeds

The proceeds shall be used for growing the Company's loan portfolio subject to such restrictions as the parties may have agreed upon and shall not be utilized for the purposes mentioned below.

The Issuer undertakes that the proceeds of this Issue shall be utilized for the deployment of funds on its own balance sheet and not to facilitate resource requests of its group entities/parent company /associates.

The Issue Proceeds shall not be utilised towards acquisition financing: viz buyback of shares/securities, purchase of shares of other companies and/or promoter contribution towards the equity capital of a compan,Y or as a bridge loan. .~ \. ~ 1-

// J'

-t ~ \ I .,, u.. ;) /



5.23 Issue Details

Security Name PPMLD2OFSPL2022 Issuer Oxyzo Financial Services Private Ltd (OfBusiness) Type of Instrument Non-Convertible Debentures Nature of Rated, Senior, Secured, Transferable, Redeemable, Principal Protected Market Linked Instrument Debentures Seniority Senior Mode of Issue Private placement Eligible Investors As provided in Clause 8.14 below. Listing To be listed in the Wholesale Debt Market segment of BSE within 20 Days from the

deemed date of allotment. Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company shall pay penal interest of atleast @ 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor.

Rating of Instrument "ICRA PP-MLD BBB" Issue Size Rs. 17,00,00,000/- (Rupees Seventeen Crores only) Option to retain N.A. oversubscription Objects of the Issue To raise senior secured debt to the extent up to Rs. 17,00,00,000/- (Rupees Seventeen

Crores only) Details of the For onward lending purposes only utilization of the Proceeds Redemption Debentures will be redeemed at face value. In addition to the foregoing, Effective Amount Coupon Amount per Debenture will be paid on the Final Redemption Date or Early

Redemption Date, as the case may be, as interest on the Debentures.

Effective Coupon Amount to be determined in accordance with the method of calculation set out in Section [.] under the heading 'PROVISIONS RELATING TO COUPON (IF ANY) PAYABLE.

Coupon Type Coupon linked to Reference Index Reference Index BSE Sensex Day Count Basis NA

Processing Fees NA

Default Interest Rate • In case of default in payment of redemption amount on the due date, the issuer shall pay an additional interest @ 5% p.a. on the outstanding principal amount from the date of the occurrence of the payment default over and above Effective Annualized Coupon Rate until the Debentures are redeemed pursuant to such default. • In case of default by the Issuer in the performance of any of the covenants of this Issuance, including but not limited to the financial covenants of this Issuance, additional interest@ 3% p.a. on the outstanding principal amount from the date of the occurrence of the payment default to be paid on or before 5th business day of the subsequent month.

Early Redemption Early redemption shall not be allowed within 24 months from Deemed Date of Allotment. In case of early redemption of the Debentures at the instance of the Issuer, on any date other than the Final Redemption Date and not arising due to an Event of Default, the Issuer shall pay an additional penalty of 3% p.a. on the principal amount prepaid over and above Effective Annualized Coupon Rate.

Early redemption shall be subject to the consent of the Majority Debenture Holders. The Issuer shall give the Debenture Trustee and the Debenture Holders a written notice at least 45 (Fourtyfive) days prior to the date of early redemption where consent of Debenture Holders shall be sought. The Final Observation Date -for calculation of Coupon, if any, will be 15 business days post such a~;t\VSE~ communication. .;:,,"~(;...

Delay Penalty In the case of a delay in the execution of Debenture Trust Deed ti ~,, ll~

J s uer~al 1d

~~&) -



the subscription amount with penal interest of 3% p.a. over and above the applicable Coupon Rate until such time the conditions have been complied with at the option of the Debenture Holders.

Tenor 33 (Thirty-Three) months from the Deemed Date of Allotment Redemption Date I June 28, 2022 being 33 (Thirty-Three) months from the Deemed Date of Allotment Maturity Date (subject to adjustments for Business Day Convention). Principal Payment Bullet Date(s) Redemption Rs. 1,00,000/- (Rupees One Lakh only) per Debenture on the Principal Payment Date(s) Amount plus accrued Coupon in the manner set out in Annexure VI (Illustration of Bond Cash

Flows) hereto.

Further, the aforesaid amount would be payable with the Default Interest (if any), and other such costs, charges and expenses if any, payable on the Due Date(s) under the Transaction Documents.

Redemption N.A. Premium/ Discount Issue Price Rs. 1,00,000/- (Rupees One Lakh only) per Debenture Discount at which Not Applicable security is issued and the effective yield as a result of such discount

Face Value Rs. 1,00,000/- (Rupees One Lakh only) per Debenture Minimum The minimum application size for the Issue shall be 10 Debentures and in multiples of Application size and 1 Debenture thereafter. in multiples of _ Debt Security thereafter Issue Timing Issue.Opening Date: September 23, 2019

Issue Closing Date: September 24, 2019 Pay-in Dates: September 24, 2019 Deemed Date of Allotment: September 24, 2019

Issuance mode of Demat only the Instrument Trading mode of the Demat only Instrument Settlement mode of RTGS the Instrument Depositories NSDL/CDSL Business Day If any Coupon Payment Date and the Principal Payment Date fa lls on a day that is not Convention a Business Day, the payment shall be made on the immediately succeeding Business

Day. If the Redemption Date/ Maturity Date (also being the last Coupon Payment Date and the last Principal Payment Date) falls on a day that is not a Business Day, the redemption proceeds shall be paid on the immediately preceding Business Day.

Record Date The date which will be used for determining the Debenture Holder(s) who shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 7 (Seven) calendar days prior to any Due Date.

Security (Including The Debentures shall be secured by way of a fast ranking, exclusive and continuing description, type of charge on identified receivables ("Hypothecated Assets") created pursuant to the security, type of agreement of hypothecation to be executed between the Company and the Debenture charge, likely date Trustee as described herein. The Hypothecated Assets sha ll at all times be equal to the of creation of value of the outstanding principal amount of the Debentures. The Issuer undertakes: security, minimum • to maintain the value of security at all times equal to 1.10 (One decimal point security cover, one zero) time or 110.0% (One Hundred and Ten Percent) the aggregate revaluation, amount of principal outstanding of the NCDs where at leas~ ~ Q ~COµe replacement of decimal point one zero) time or 110.0% (One Hundred and~~~ • ent)'0\ security) the security cover is from principal receivables ("Security Co e'i1' ; • 11 ., 1,

~ /



• to create, register and perfect the security over the Hypothecated Assets as contemplated above no later than 30 (Thirty) calendar days after the Deemed Date of Allotment by executing a duly stamped agreement of hypothecation ("Hypothecation Agreement") and filing CHG-9 within the time period applicable; The Company shall also provide such information sought by the Debenture Trustee for the purpose of filing the prescribed forms and particulars with the Central Registry and Information Utility in connection with the Debentures and the Security Interest over the Hypothecated Property.

• to pay a penal interest of 2.0% (Two Percent) p.a. over the Coupon Rate in case there is any delay in the creation, registration and perfection of the security over the Hypothecated Assets;

• to provide a list on a monthly basis, of specific Joan receivables/identified book debts to the Debenture Trustee over which the charge is created and subsisting by way of hypothecation in favour of the Debenture Trustee (for the benefit of the Debenture Holders) ("Monthly Hypothecated Asset Report")

• to add fresh loan assets to the Security Cover to ensure that the value of the Hypothecated Assets is equal to 1.10 (One decimal point one zero) time or 110.0% (One Hundred and Ten Percent) the aggregate amount of principal outstanding of the NCDs where at least 1. l0(One decimal point one zero) time or 110.0% (One Hundred and Ten Percent) of the security cover is from principal receivables.

• to replace/top up any Hypothecated Receivables that become overdue with current receivables in terms of the hypothecation agreement.

Eligibility Criteria for the Hypothecated Receivables: • the receivables are existing at the time of selection and have not been

terminated or pre-paid; • the receivables have not been restructured or rescheduled • All "Know Your Customer" norms have been complied with as prescribed by

the Reserve Bank of India • Loans constituting the hypothecated receivables must be in the form of loans

extended to obligors (partnership firms / sole proprietorship and private limited companies for the purpose of its / his / her business.

• Every loan originated from the facility shall not exceed R,<; . 3,00,00,000 (Rupees Three Crore). Every Joan originated from the facility should be originated by the Issuer and not Joans purchased from a third party.

The Debentures shall also be secured by way of a simple mortgage on the Immovable Property.

Post-Dated Cheques 2 Post Dated Cheques of INR 6 Cr each signed by Authorized Signatory

1 Post Dated Cheque of INR 5 Cr each signed by Authorized Signatory

Transaction Documents Events of Default

Role and Responsibilities of Debenture Trustee

Covenants

Representation and warranties

Shal l be as set out in Clause 7. 1 below

As mentioned in Clause 7.4 below.

To oversee and monitor the overall transaction for and on behalf of the Debenture Holder(s) .

As mentioned in Clause 7.3 below

As mentioned in Clause 7.2 below

Illustration of Bond Kindly refer to Annexure VI of this Information Memorandum Cash-flows

'

/· 'I.

;;/

lnformation Memorandum Private & Confidential Date: September 23, 2019 For Private Circulation Only


Governing Law The Debentures and documentation will be governed by and construed in accordance with the laws of India and the parties submit to the exclusive jurisdiction of the courts in Chennai, India and as more particularly provided for in the Debenture Trust Deed. Notwithstanding anything stated earlier, the Debenture Trustee has the right to commence proceedings before any other court or forum in India

PROVISIONS RELATING TO COUPON (IF ANY) PAY ABLE

Effective Coupon Amount

Effective Annualized Coupon Rate

Annualized Coupon Rate

Coupon Amount

Face Value * [ (1 +Effective Annualized Coupon Rate )(Tenor in Days/365)

- 1]

Based on 'Reference Index Performance', corresponding 'Effective Annualized Coupon Rate Function' will be applicable

Reference Index 'Performance

<= -75%

> -75% but <= 17.70%

> 17.70%

Effective Annualized Coupon Rate Function

0% Max (14.95%XIRR, Annualized Coupon Rate) 15.15%XIRR*

(* 15. 15% XIRR is thus a ceiling and translates into a comparable coupon rate of 14.19% per annum when the coupon is paid out on a monthly basis. Please refer 'Scenario Analysis' section of the term sheet for further details)

In case the credit rating of the Debentures is upgraded/downgraded at the time of redemption of Debentures, the applicable range of 'Effective Annualized Coupon Rate ' will be deemed to be reduced/increased by 15 basis points for every notch of rating upgrade/downgrade as compared to the rating of the Debentures as on the Deemed Date of Allotment, subject to a maximum reduction of 30 basis points. Coupon Amount will be calculated as per the applicable definition.

[(Face Value+ Coupon Amount) (Tenor in Days/365)] _ I Face Value

1. If at the time of redemption, the credit rating of the Debentures is ICRA BBB, following definition of Coupon Amount will be applicable:

Face Value*( /I[(J .1505) JI /\(((Tenor in Days)/365) ) +(Partipation Ratio*Reference

index Pe,fomance)}-1)

Rating Upgrade Scenario:

2. if at the time of redemption, the credit rating of the Debentures is ICRA BBB+ [! rating notch upgrade over life of the instrument}, following definition of Coupon Amount will be applicable:

Face Value*{ /I[(J.1490) JI /\(((Tenor in Days)/365) ) +(Partipation Ratio*Ref erence

Index Perfomance)}-1)

3. lf at the time of redemption, the credit rating of the Debentures is JCRA A- Oj:?rV,e, [more than 1 rating notch upgrade over life of the instrument],following dei/fijfi n'of Coupon Amount will be applicable: ( ~ V . .,

'"42

lnfom1ation Memorandum Private & Confidential Date: September 23, 20 I 9 For Private Circulation Only


Face Value*{ !{[(J.1475) JJ A(((Tenor in Days)/365) )+(Partipation Ratio*Reference


Rating Downgrade Scenario:

4. If at the time of redemption, the credit rating of the Debentures is ICRA BBB- [I rating notch downgrade over life of the instrument], following definition of Coupon Amount will be applicable:

Face Value*{ /[[(J . 1520) JJ A(((Tenor in Days)/365) )+(Partipation Ratio*Reference

Index Perfomance)]-1)

5. If at the time of redemption, the credit rating of the Debentures is ICRA BB+ or Lower [more than 1 rating notch downgrade over life of the instrument], following definition of Coupon Amount will be applicable:

Face Value*{ /[[(] . 1535) JJ A(((Tenor in Days)/365) )+(Partipation Ratio*Reference


Face Value INR 1,00,000 (Rupees One Lakh only) per Debenture

Tenor In Days 1008 Days from Deemed Date of Allotment**

**In the case of an Early Redemption, Tenor in Days will be calculated till the date of early redemption

Participation 2% Ratio

Reference Index Final Fixing Level Performance (Initial Fixing Level) -

1

Initial Fixing Official closing level of the Reference Index as on Initial Fixing Date Level

Initial Fixing Date Deemed Date of Allotment

Final Fixing Level Simple Average of the official closing level of the Reference Index on the Observation Dates.

Observation Dates The Deemed Date of Allotment (ODA) and the subsequent Reference Index futures expiry date in the months of April, July, October & January fa lling over life of the instrument. The same are expected to be as below***:

Observation Date No. Observation Date

I September 24, 2019

2 November 28, 2019

3 February 27, 2020

4 May 28, 2020 , -- ,, 5 August 27, 2020 t 6 November 26, 2020 :y I 7 February 25, 2021 ~

~ --,' / ..43


(This lnfomrntion Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

8 May 27, 2021

9 August 26, 2021

10 November 25, 2021

11 February 24, 2022

12 May 26, 2022

***Provided that, if any such date except the DDA is not a scheduled Reference Index futures expiry date, then the Reference Index futures expiry date as notified by the Bombay Stock Exchange for that month will be considered as the observation date.

5.24. Scenario Analysis for Debentures

Ann. Coupon Comparable

Redemption Initial Level Final Level Performance Monthly

(XIRR) Cou on

Amt.

37000 6000 -83.8% 0.00% 0.00% J,00,000

37000 9000 -75.7% 0.00% 0.00% 1,00,000

37000 12000 -67.6% 14.95% 14.01% 1,46,928



(XIRR) Cou on

Amt.

37000 34000 -8.1% 15.00% 14.06% 1,47,119

37000 37000 0.0% 15.05% 14.10% 1,47,281

37000 40000 8.1% 15.10% 14.14% 1,47,443

37000 43000 16.2% 15. 14% 14. 18% 1,47,605

Rising Scenario



(XIRR) Cou on

Amt.

37000 50000 35. 1% 15.15% 14.19% 1,47,635

37000 53000 43.2% 15.15% 14.19% 1,47,635

37000 54000 45 .9% 15. 15% 14.19% 1,47,635

Note: This scenario ana lys is is being provided for illustrative purposes only . It does not represent a ll possible outcomes

Note: I.

2.

The list of documents which has been executed or will be executed in connection with the issue and subscription of debt securities shall be annexed. ~ -- -

/,- 5,::--::::: / /r\~\.. c,t:';;,,

The penal interest rates mentioned above as payable by the Issuer are independent of each other>~~

/ VV-))7 I

~ . -. \,J- , . -: \V44-. _,,



SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT

In case of listing of debt securities made on private placement, the following disclosures are required to be made vide SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w. e.f 2 5-05-16:

(A) Name of the bank declaring the entity as a Wilful Defaulter: NIL

(B) The year in which the entity is declared as a Wilful Defaulter: NIL

(C) Outstanding amount when the entity is declared as a Wilful Defaulter: NIL

(D) Name of the entity declared as a Wilful Defaulter: NIL

(E) Steps taken, if any, for the removal from the list of wilful defaulters: NIL

(F) Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: NIL

SECTION 7: TRANSACTION DOCUMENTS AND KEY TERMS

7.1 Transaction Documents

The following documents shall be executed in relation to the Issue ("Transaction Documents"):

(a) Debenture Trustee Agreement, which will confirm the appointment of Catalyst Trusteeship Limited as the Debenture Trustee ("Debenture Trustee Agreement");

(b) Debenture Trust Deed, which will set out the terms upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer and pursuant to which a simple mortgage over the Immovable Prope1ty shall be created by the Issuer in favour of the Debenture Trustee (acting for and on behalf of the Debenture Holders) . ("Debenture Trust Deed");

(c) Deed of Hypothecation whereby the Issuer will create an exclusive first charge by way of hypothecation over the Hypothecated Assets in favour of the Debenture Trustee to secure its obligations in respect of the Debentures ("Deed of Hypothecation"); and

( d) Such other documents as agreed between the Issuer and the Debenture Trustee.

7.2 Representations and Warranties of the Issuer

The representations and warranties of the Issuer shall be in accordance with Clause 3 of the Debenture Trust Deed.

7.3 COVENANTS OF THE ISSUER

The covenants of the Issuer shall be in accordance with Clause 3 of the Debenture Tru

7.4 EVENTS OF DEFAULT

Infom1ation Memorandum Private & Confidential Date: September 23, 2019 For.Private Circulation Only

(This Information Memorandum is ne ither a prospectus nor a statement in lieu ofa prospectus)

The Events of Default shall be in accordance with Clause 4 of the Debenture Trust Deed.

7.5 CONSEQUENCES OF EVENTS OF DEFAULT

Upon the happening of an Event of Default, the Debenture Trustee shall be entitled to exercise any and all remedies in accordance with the terms contained in the Transaction Documents.

7.6 VALUATION OF DEBENTURES

MARKET-LINKED DEBE . TURE VALUATION

01-SCL.l/.iMER

Fa~ \'~hie per Dllhc!lltJJFtl

Mn.r}; UnW Od>lln~ V~1;1~ ~'1(;!~ :t:>)• #,Q V41l1;1~. Apt ;r.qfl ~ !fr!(;: V.,il1;1-'ifQn Apt' i; Qfffill,llTl on: tf.ti; v~1,11;' '9-f t:h,c MMk:¢ i.i.nkd ~ -~.r1;- ()11. the '\\i1b 1allQ111 dil.tx:. .u:1d d~ not ~tu(Q- ijl,1'1, .,rl(!it c,€- thl;l' lAA]Cf' -1;,y ~ V.illlaflQn .\p. loo V.r!'ui.;,til\TI i~ ~ Ql1 -die;

bifu!'l'Mli[\TI ugh · frr,,m ;indJm pr.:widcd by -U,c l'S1;11~ Qr Q incd l;;}' 1he Valu;itu-.n A~t frnm :<;,)1srr,1._ 1 ,.m:.id,:•n -rr.H:iblr.. Tn,, V;:i!,1,.. 1:mn .A;;:cnt doc;-. not gi1.;;;rnn "-.. l-.¢ complci:l'!r;= c,r ;.10.,H.l,:Y of ihr! lnfirm.rtior, on ·wl'l-ddh fr,c V;;,;,Ju;-1 an h; lhm,cd. TI-.c V.1lu.r1km Alrmt ~p:;:1 c..iliy, t;:,l,:,;; 1hi1t til..-- l,';il,1.11:lcm 1.:; ;m ir:.dic..11;i11c v,;:1J1:c Pt" t:hi:- ID-:::'h,.--nhm;: ut the • • .:ih1..tir<1t d;i c ;:,r,d ,;";,n

oo di:ffcn;:nt ~ t:h ;5i;t1;1.rl M;)1wb:1,;, v,;iru,r, « 1he Dcbt!nbfm. Th..~ V,;iliu.itir:m nr.it Q:1r.1u:nQJ.t on the: mmrkct ri,--c ct! th,c M.arlmt l inl,;J:d • . b.:!ntmr.i; or :1.1Jit.:1l;:iillty l:o;rr ;i p,i:rtimfl:tr lm,·~or. ThaVi1J11;.1tiorr, Agmt i:; nm ~ :-.· tl fur :in:t• mm:; ;m,d ~-...;;ialliy i;t~iC:ll th.it ii ha,; r,r,. fin,1:n,-;i.:,l lmbili!:y t,, 1hr. i~s;ue!'.' I 1~r..;;rr- I :in= r:;n;. r,f t: . V;ilrmtlor.. 'f11 tr4! e:vcn of c.,rty r . cmp o:n,'bl

b;u:ki' any i:,thr,r prcrnab.rc: c-.:it, th.-c in= i:>n, m;ry dhor,:;c to ccmt,1.:: the 1 ,:,1 dle\'>.--:!iy or fr,raµgh :ir.1;dir int,;;rm,;i,::h.in~ {~r\l :p)h ·wl-u;mn in,•t;$1merrd& in ;fh,;, Spoo,fioo 1l.O_. wci:.~ m.idc) or, tn 'th¢ i.1Jtcn;11:5vi}, fQllli;;rw 1ir~ f~llm ~ r;,Q t ~ · in ~ r ~q,;.m,t Off<',r E)/qQinnr.mt..

l?ubl i.'111-cd b y CAR Ra t:ingi. Ltd.

(FmmNI/ t..r..:iwn n~ Crndtl Ar.:tly.-.i~ -~ Rc<.i.~.irr:h l .1d.J 4" lll,w.icCo..-lr,~l Colfr:em:.1, OffE.t<tcrn {ll(p:r= B1ghw.1j,', <: ... ·m,:i.11 Elr.;pu:.,i [;!,.;id, :'1rn( E '-i.) .

M1ll:mb.:il - 400 022.



The Issuer have appointed CARE Ratings Limited, as the valuation agency in terms of the Guidelines for Issue and Listing of Structured Products/Market Linked Debentures, 2011, issued by SEBI ("SEBI Guidelines") or statutory amendment thereof;

The Valuation Agency shall publish and provide to the Issuer the valuations in respect of the Debentures at such frequency as provided for in the SEBI Guidelines. The latest and historical valuations of the Debentures shall be made available on the respective stock exchange's websites of the Issuer at https://www.oxyzo.in/ and of the Valuation Agency at http://www.careratings.com/.

The cost incurred by the Issuer for such valuation is 40,000 per annum.

SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form and other terms and conditions as may be incorporated in the Transaction Documents.

8.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other appl icable Jaws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the Register of Debenture Holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer' s DP account to his DP.

8.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/EFT/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent's records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries' name and account number, address, bank details and DP's identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.

8.3 Debenture Trustee for the Debenture Holder(s)

The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture 1-lolder(s). The Issuer and the Debenture Trustee have entered/intend to enter into the Debenture Trustee Agreement and the Debenture Trust Deed inter alia, specify ing the powers, authorities and ob ligat ions of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall , without further act or deed, be deemed to have irrevocab ly given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture 1-Iolder(s). Any payment made by the Issuer to the Debenture Trustee on hehnlf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and coupon thereon and they wi ll take necessary action, subj ect to and in accordance with the Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fai ls to do so. The Debenture Trustee Agreement and the Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture 1-lolder(s) and the manner of enforcement thereof.

8.4 Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as efinancial or other information about the Debenture Holder(s) available with the Issuer, w and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as

Infom1ation Memorandum Private & Confidential Date: September 23, 2019 For Private Circulation Only


may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

8.5 Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

8.6 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum which, in the opinion of the Debenture Trustee, is of a formal, minor or technical nature or is to correct a manifest error.

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with 100% (One Hundred percent) of Debenture Holders approving such modification by way ofa unanimous resolution. PROVIDED THAT nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions governing the Debentures and the same are not acceptable to the Company.

The provisions of the Debenture Trust Deed shall not be modified or amended without the written consent of the Debenture Trustee provided that the Debenture Trustee shall consent to a modification or an amendment only if such modification or amendment is approved by a consent in writing of the Majority Debenture Holder(s) for the time being outstanding, or by a Majority Resolution duly passed at a meeting of the Debenture Holder(s) convened in accordance with the provisions set out in the DTD. The Debenture Trustee shall give effect to such modification or amendment by executing necessary deed(s) supplemental to the DTD.

8.7 Right to accept or reject Applications

The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full , without assigning any reason thereof.

8.8 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address or facsimile number.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery or email or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked "Private Placement of Debentures".

Notice(s) shall be deemed to be effective (a) in the case ofregistered mail, 3 (three) Business Days after posting; (b) I (One) Business Day after delivery by recognized overnight courier service, if sent for next Business Day delivery(c) in the case of facsimile at the time when dispatched with a repo1t confirming proper transmission or ( d) in the case of personal delivery, at the time of delivery or ( e) or in case of e-mail at the time of the sending thereof (provided no delivery failure notification is received by the sender within 24 hours of sending such email) .

8.9 Issue Procedure

Only Eligible Investors as given hereunder may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The ~ inimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Appli7, ~m.Fo ·m. No application can be made for a fraction of a Debenture. Application Forms should be duly cm plet in a I , \I .V respects and applications not completed in the said manner are liable to be rejected. The name oft

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bank, type of account and account number must be duly completed by the applicant. This is required for the applicant's own safety and these details will be printed on the refund orders and /or redemptions warrants.

The applicant should transfer payments required to be made in any relation by EFT/RTGS, to the bank account of the Issuer as per the details mentioned in the Application Form.

8.10 Application Procedure

Potential Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

8.11 Fictitious Applications

All fictitious applications will be rejected.

8.12 Basis of Allotment

Notwithstanding anything stated elsewhere, the Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to potential investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to the Issuer by the Deemed Date of Allotment.

8.13 Payment Instructions

The Application Form should be submitted directly. The entire amount of Rs. I0,00,000/- (Rs. Ten Lakhs only) per Debenture is payable along with the making of an application. Applicants can remit the application amount through RTGS on Pay-in Date. The RTGS details of the Issuer are as under:

Beneficiary Name: OXYZO FINANCIAL SERVICES PRIVATE LIMITED Bank Account No: 9914092149 IFSC Code: KKBK000026 l Bank Name: Kotak Mahindra Bank Branch Address: Kotak Mahindra Bank, Ground Floor, JMD Regent Square, MG Road, Gurgaon-122002

8.14 Eligible Investors

The following categories of investors, when specifically approached and have been identified upfront, are eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form ("Eligible Investors"):

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k)

Mutual Funds NBFCs Provident Funds and Pension Funds Corporates Banks Foreign Institutional Investors (Fils) Qualified Foreign Investors (QFis) ,I· _\f-J' Foreign Portfolio Investors (FPis) ,,;?~~- , , ,; __, V Insurance Companies f.(,· ·, Investment holding compa~ies ofh!gh _n~t worth individuals . . . . . (:-...?(. ·J' Any other person (not bemg an md1v1dual or a group of md1v1duals) ehg1ble t<l 1_nvest m ,!11e Debentures.

lnfonnation Memorandum Private & Confidential Date: September 23, 2019 For Private Circulation Only


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

Note: Participation by potential investors in the Issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

8.15 Procedure for Applying for Dematerialised Facility

(a) The applicant must have at least one beneficiary account with any of the DP' s ofNSDL/CDSL prior to making the application.

(b) The applicant must necessarily fill in the details (including the beneficiary account number and DP -ID) appearing in the Application Form under the heading "Details for Issue of Debentures in Electronic/Dematerialised Form".

( c) Debentures allotted to an applicant will be credited to the applicant's respective beneficiary account(s) with the DP.

(d) For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP.

( e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue.

(f) If incomplete/incorrect details are given under the heading "Details for Issue of Debentures in Electronic/Dematerialised Form" in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.

(g) For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-a-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

(h) The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, until such time that the beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

8.16 Depository Arrangements

The Issuer shall make necessary arrangement with CDSL and NSDL for issue and holding of Debenture in dematerialised form.

8.17 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment ofredemption monies.

8.18 Application under Power Of Attorney

Information Memorandum Private & Confidential Date: September 23,2019 For Private Circulation Only


A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.

8.19 Procedure for application by Mutual Funds and Multiple Applications

In case of applications by mutual funds and venture capital funds, a separate application must be made in respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will not be treated as multiple application, provided that the application made by the asset management company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been made.

The Application Forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of:

(a) SEBI registration certificate (b) Resolution authorizing investment and containing operating instructions ( c) Specimen signature of authorized signatories

8.20 Documents to be provided by Investors

Investors need to submit the following documents, as applicable:

(a) Memorandum and Articles of Association or other constitutional documents (b) Resolution authorising investment (c) Certified true copy of the Power of Attorney to custodian (d) Specimen signatures ofthe authorised signatories ( e) SEBI registration certificate (for Mutual Funds) (f) Copy of PAN card (g) Application Form (including EFT/RTGS details)

8.21 Applications to be accompanied with Bank Account Details

Eve1y applicr1tion hall be required to be accompanied by the bank accounl uelails of the applicant and the magnetic ink character reader code of the bank for the purpose of avai ling direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through cheque/EFT/RTGS.

8.22 Succession

In the event of winding up of a Debenture Holder (being a company), the Issuer will recognise the legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such legal representative as having title to the Debenture(s), unless they obtain legal representation, from a court in India having jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such legal representation, in order to recognise any person as being entitled to the Debenture(s) standing in the name _of_,t _\}' the concerned Debenture Holder on the production of sufficient documentary proof and an indemnity. / v· ¼ -c

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Information Memorandum Private & Confidential Date: September 23, 7.019 For Private Circulation Only

(This Info rmation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

8.23 Mode of Payment

All payments must be made through cheque(s) demand draft(s), EFT/RTGS as set out in the Application Form.

8.24 Effect of Holidays

In case any Coupon Payment Date falls on a day which is not a Business Day, the payment to be made on such Coupon Payment Date shall be made on the next Business Day. When the Redemption Date falls on a day which is not a Business Day, the payment to be made of such Redemption Date (including accrued Coupon) shall be made on the immediately preceding Business Day.

8.25 Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate ofTDS, relevant certificate/document must be lodged by the Debenture Holder(s) at the office of the R&T Agent of the Issuer at least 15 (Fifteen) calendar days before the relevant payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form.

If any payments under this Issue is subject to any tax deduction other than such amounts as are required as per current regulations existing as on the date of the Debenture Trust Deed, including if the Company shall be required legally to make any payment for Tax from the sums payable under the Debenture Trust Deed, ("Tax Deduction"), the Company shall make such Tax Deduction, as may be necessary and shall simultaneously pay to the Debenture Holders such additional amounts as may be necessary in order that the net amounts received by the Debenture Holders after the Tax Deduction shall equal the respective amounts which wou ld have been receivable by the Debenture Holders in the absence of such Tax Deduction.

8.26 Letters of Allotment

The letter of allotment, indicating allotment of the Debentures, will be credited in dematerialised form within 2 (Two) Business Days from the Deemed Date of Allotment. The aforesaid letter of allotment shall be replaced with the actual credit of Debentures, in dematerialised form, within a maximum of 7 (Seven) Business Days from the Deemed Date of Allotment or such period as is permissible under Applicable Law.

8.27 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is September 24, 2019 by which date the Investors would be intimated of allotment.

8.28 Record Date

The Record Date will be 7 (Seven) calendar days prior to any Due Date.

8.29 Refunds

For app licants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (seven) days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the R&T Agent sha ll upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

8.30 Interest on Application Money

Interest shall be payable on the application monies received at the Coupon Rate of 13.60% (Thirteen Decimal Point Six Zero Percent) per annum net of withholding taxes. Such interest shall be payable from the date of \\ Vrealisation of application monies in relation to the Debentures by the Issuer until the Deemed Date d~ l me V

~ ·-r,ro ,<r (}\. ·

Information Memorandum Private & Confidential Date: September 23, 2019 For. Private Circulation Only


and the same shall be paid to the relevant Investors within 7 (Seven) Business Days from the Deemed Date of Allotment.

8.31 PAN Number

Every applicant should mention its Permanent Account Number ("PAN") allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected.

8.32 Payment on Redemption

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register ofDebenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account of the Debenture Holder(s) with NSDL/CDSL will be adjusted.

On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished.

Disclaimer: Please note that only those persons to whom this Information Memorandum has been specifically addressed are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The list of documents provided above is only indicative, and an investor is required to provide all those documents/ authorizations/ information, which are likely to be required by the Issuer. The Issuer may, but is not bound to, revert to any investor for any additional documents / information, and can accept or reject an application as it deems fit. Provisions in respect of investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.

53



SECTION 9: DECLARATION

The Issuer declares that all the relevant provisions in the regulations/guideline issued by SEBI and other applicable laws have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable laws, as the case may be. The information contained in this Information Memorandum is as applicable to privately placed debt securities and subject to the information available with the Issuer. The extent of disclosures made in the Information Memorandum is consistent with disclosures permitted by regulatory authorities to the issue of securities made by the companies in the past.

For Oxyzo Financial Services Private Limited

Authorised Signatory

Name: Ruchi Kalra Title: Director Date: 23-09-20 I 9

54



ANNEXURE I: TERM SHEET

As provided in Clause 5.23 above.

55

ICRA

Ref:' D/RAT /2018~19/0105/5

Date: feb(uary 2,5, 2019

Ms. Ruchi Kafra

Chief Financ;li!I Officer Ozyzo F-inandal Services Private Limited #lbi, 1'1 Floor, Vipul' Agora Mall MG Boad; Gurugram- 122001

Dear Madam;

ICRA Limited

Re: ICRA Credit Rating for the Rs. 15 crore LT-Market Linked Debenture of Oxyzo Financial Services Private Limited.

Please refer to the Rating Agreement dated February 21, 2019 for carrying out the rating of the aforesaid

LT-Market Linked Depenture Programme. The Rating Committee of ICRA, after due consideration, has

assigned a PP-MLD [ICRA] BBB (pronounced as Principal protected Market Linked Debenture ICRA Triple

B) rating to the captioned NCO Programme. Instruments with this rating are considered to have moderate

degree of safety regarding timely servici11g of finandal obligations. Such instruments carry moderate

creclit ,risk. The Outlook on the longcterm rating is Stable.

In: any of your publicity material or o.ther document Wherever yo~ are Usi'ng our above rating, it shoulo be

stated as PP-MLD [rC:RA] BBB (Stable).

We wo.uld request if you can sign the acknowledgement an.d s.end it to. us latest. by March 01, 201.$ ;i_s

acceptance on the assigned rating. In case you do not ·communicate yo1,1r acceptance/non-acceptance of

the assigned credit rating, or do. not appeal agairitt the assigned credit ratihl{ by the afor;esaid ·datei the

crediJ rating will be treated by us as non-accepted and shall be disclosed on ·1cRA's website accordingly.

This· i.s .in accordance with requirements prescribed in the cir.cular dated June 30, 2017 oh 'Monitoring and

Review of Ratings by Credit Rating Agencies (CRAs)' iss~e,d by the Securiti,es and Exchange Board of

India.

Any intimation by you about the above rating to any Banker/Lending Agency/Government Authorities/Stock Exchange would constitute use of this rating by you and shall be deemed acceptance of the rating,

This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you and

any change in the terms or size of the issue would requ ire the rating to be reviewed by us. If there is any

change .in the terms and conditions or size of the instrument rated, as above, the same must be brought

to our notice before the issue of the instrument. If there is any such change after the rating is assigned by

Building No. 8, 2"" Floor, Tower .A DLF Cyber City, Phase II (3urugrf}m • 122002, Haryaha

Tel. : +91.124.4545300 CIN : L7 4999DL 1991PLC042749

Registered Office : 1105, Kailash Building, 11 "' Floor, 26 Kasturba Gandhi Marg, Ne

RATING • RESEARCH • IN

: wi.-w.icra.in ; [email protected]

,,.,.---..i-'lbTl',Mosk ,: +91.124.3341580

ICRA

Ref: D/RAT/2018;19/.0105/6

Dc!te: February 27, 2019

Ms'. lfochi Katra

Chief Fih.antti:11 Offh;er Ozyzo Financial Services Private li'mited #i011 l? Floor, Vipul Agora Mall MG 8oad, Gurugram- 122001

Dear Madam,

ICRA Limited

Re: ICRA Credit Rating for the Rs . 2 crore LT-Market Linked Debenture of Oxyzo Financial Services Private Limited.

Please refer to the Rating Agreement dated February 26, 2019 for carrying out the rating of the aforesa id

LT-Market Linked Debenture Programme. The Rating Committee of ICRA, after due consideration, has

assigned a PP-MLD [ICRA] BBB (pronounced as Principal protected Market Linked Debenture ICRA Triple

B) r-ating to the captioned NCD Programme. Instruments with this rating are considered to have moderate

degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate

credit ri sk. The ouilook fm the l_qng-te~m rM ihg ,is ~~at:>te.

In any of your publicity material or other document wherevetyqu are tJsing ourc1b0Ve rating, it should be

stated as PP-MLD [ICRAJ BBB {Stacie).

We would request if you can sign the ac~nowledgement and send it to us latest by M~irc;h .Q6, 201,9 'i:1S

13c_ceptance ,on the _ assigned rating. f n case you do not communicate yot,1r accep.tance/non-acceptance ,of

the assigned er.edit rating, or do not 9p)'Jeal again&:t the assighed .creqtt rat1ng by the aforesaid date, the

credit rating yvilJ be treci,ted by us as non-accepted and shall be disclosed on iCRNs website accordingly.

This is in accordance with requirements prescribed in the circular dated :J une ;30, 2017 on ·'Monitoring and

Review of Ratings by Credit Rating Agehcie$ {CRAs)' issqeg oy the Securities and Exchange Board of

India.

Any intimation by you about the above rating to any Banker/Lend ing Agency/Government Authorities/Stock Exchange would constitute use of this rating by you and sha ll be deemed acceptance of the rating.

This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you and

any change in the terms or size of the issue would require th e rating to be reviewed by us. If there is any

change in the terms and conditions or size of the instrument rated, as above, the same must be brought

to our notice before the issue of the instrument. If there is any such change after the rating is assigned by

Building No. 8, 2nd Floor, Tower A Tel. : +9.1.124.4545300 ,,, , .• vi::,, -,,,V O ~b~ite : :,"'ww.~cra:in . D.LF Cyber City, Phase II CIN: L74999Dl199i PLC04~49, .--..:._ '<·,'V Ema1I : 1nfo@1cra1l)d1a.com Gutugram -122002, Haryana / :· / _ f:), \' . Helpdesk: +91.124,-3341580 Registered Office : 1105, Kailash Building, 11 th Floor, 26 Kasturba Gandhiihar , New Del i' 110001 . Tel. : +91 .11 .23357940-45

RATING • R E S E A R C H • ~ ".N F. 'R M AT I O N 5 61 ! •fa

I !

l

lnfom1ation Memorandum Private & Confidential Date: September 23, 2019 For Private Circulation Only


ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

ANNEXURE IV: APPLICATION FORM

OXYZO FINANCIAL SERVICES PRIVATE LIMITED A Private company incorporated under the Companies Act, 2013

Date oflncorporation: September 21, 2016 Registered Office: Shop No. G-22 C (UGF) D-1 (K-84) Green Park Main New Delhi South Delhi DL

110016 INTelephone No.: 1800 102 9586 Website: www.otbusiness.com

I DEBENTURE SERIES APPLICATION FORM SERIAL NO.

Issue of 1700 (Seventeen Hindred) Secured, Unsubordinated Rated, Redeemable, Non-convertible Debentures of face value of Rs. 1,00,000/- (Rupees One Lakh only) each, aggregating up to Rs. 17,00,00,000/- (Rupees Seventeen Crores only) on a private placement basis (the "Issue").

DEBENTURE SERIES APPLIED FOR:

Number of Debentures: In words: ____ -only Amount Rs. /-In words Rupees: Only

DETAILS OF PAYMENT:

Cheque I Demand Draft I RTGS No. _ _____ Drawn on ___ ____________ ___ _

Funds transferred to Oxyzo Financial Services Private Limited Dated - - - - -

Total Amount Enclosed (In Figures) Rs . .J: (In words) _Qrr1y

APPLICANT'S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

I I I I I I I I I I I I I I I I APPLICANT'S ADDRESS

ADDRESS

STREET

CITY

PIN I I I I I I PHONE I I I I I FAX I I I I I I I APPLICANT'S PAN/GIR NO. IT CIRCLE/WARD/DISTRICT ------

WE ARE() COMPANY () OTHERS () SPECIFY ___ _



We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in the Information Memorandum and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Debenture Holders.

Name of the Authorised Designation Signature Signatory(ies)

Applicant's Signature:

We the undersigned, are agreeable to holding t11e Debentures of the Company in dematerialised form . Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL DEPOSITORY PARTICIPANT NAME DP-ID BENEFICIARY ACCOUNT NUMBER NAME OF THE APPLICANT(S)

Applicant Bank Account :

(Settlement by way of Cheque I Demand Draft / Pay Order I Direct Credit I ECS I NEFT/RTGS/other permitted mechanisms)

DA TE OF RECEIPT FOR OFFICE USE ONLY DATE OF CLEARANCE

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Information Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer, the Arranger and other intermed iaries and their agents and adv isors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not re lied on any representations made by anyone other than the Issuer, if any.

We understand that: i) in case of a llotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) we must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Paiticipant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall be entitled at its so le discretion to reject the app lication or issue the Debentures in physical form .

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures and shall not look directly or indirectly to the Arranger (or to any person acting on its or their behalf) to indemnify or otherwise hold us harmless in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent in.vestor or transferee ("Transferee"), we shall convey all the terms and conditions contained herein and in th'is Information Memorandum to such Transferee. In the event of any Transferee (including any intermediat~,c{r final holder of the Debentures) suing the Issuer ( or any person acting on its or their behalf) we shall inden:m~i~ _the Iss~~~an

' , ..,, · o ~~ , s

lnf-ormation Memorandum Private & Confidential Date: September 23 , 20 19 For Private Circulation Only

(This In formation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

the Arranger (and a ll such persons acting on its or their behalf) and also hold the Issuer and the Arranger and each of such person harmless in respect of any claim by any Transferee.

Applicant's Signature

DATE OF RECEIPT FOR OFFICE USE ONLY

DATE OF CLEARANCE

(Note : Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)--------------------------------------------ACKNOWLEDGMENT SLIP

(To be filled in by Applicant)SERIAL NO. I 1 I - I - I - I - I - I - I - I - I

Received from Address -----------------------------

Cheque/Draft/UTR Rs.

# _______ Drawn on account of application of

on Debenture

for

59

Information Memorandum Private & Confidential Date: September 23, 20 19 For Private Circu lation Only

(Th is lnfonnation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS

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(Thi s In formation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

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Information Memorandum Private & Confidential Date: September 23 , 2019 For Private Circulation Only

(This In formation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

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Information Memorandum Private & Confidential Date: September 23, 201 9 For Private Circulation Only

(Thi s Information Memorandum is ne ither a prospectus nor a statement in lieu of a prospectus)

ANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS

Jllustration of Bond Cash Flows Company Oxyzo Financial Services Private Limited Face Value (per security) Rs. 1,00,000/- (Rupees One Lakh only)

Issue Date/ Date of Allotment Issue Opening Date: September 23 , 2019 Deemed Date of Allotment: September 24, 2019

Redemption Date / Maturity Date Redemption Date I Maturity Date: June 28, 2022

Redemption amount Debentures will be redeemed at face value. In addition to the foregoing, Effective Coupon Amount per Debenture will be paid on the Final Redemption Date or Early Redemption Date, as the case may be, as interest on the Debentures.

Effective Coupon Amount to be determined in accordance with the method of calculation set out in Section 5.23 under the heading 'PROVISIONS RELATING TO COUPON (IF ANY) PAYABLE.

Coupon Type Coupon linked to Reference Index Refernce Index BSE SENSEX Dav Count Convention Not Applicable

63