ISSUER’S ABSOLUTE RESPONSIBILITY · issuer’s absolute responsibility: ... approval of insurance...

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are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase the Debentures. ISSUER’S ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING OF THE DEBENTURES: AAA (Stable) by CRISIL for Rs.350 crore and AAA (Stable) by ICRA for Rs.350 crore indicating low credit risk. Instruments with the rating of AAA are considered to have highest degree of safety regarding timely servicing of financial obligations. The credit rating letter dated October 17, 2016 issued by CRISIL and credit rating letter dated September 19, 2016 (revalidated on November 3, 2016) issued by ICRA is enclosed as Annexure II and Annexure III to this Information Memorandum. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have a right to suspend or withdraw the rating at any time on the basis of new information, etc. LISTING OF THE DEBENTURES: Listing of the Debentures is proposed to be carried out on the Wholesale Debt Segment of the BSE Limited (BSE). The Issuer has obtained “in-principle” approvals from BSE on October 13, 2016 and will apply for final listing so as to obtain the final listing within a period of 15 (fifteen) days from the Deemed Date of Allotment. The “in-principle” approval letters dated October 13, 2016 from BSE is enclosed as Annexure IV to this Information Memorandum. Issue Opening Date November 9, 2016 Issue Closing Date November 9, 2016 Pay- In Date November 9, 2016 Deemed Date of Allotment November 9, 2016 The Issuer reserves the right to change the Issue program 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 Issue program. APPROVAL OF INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (“IRDAI”) OF THE ISSUE: The Company has obtained the approval of IRDAI for the Issue under Regulation 6 of the Insurance Regulatory and Development Authority of India (Other Forms of Capital) Regulations, 2015. The approval letter dated October 18, 2016 from IRDAI is enclosed as Annexure VI to this Information Memorandum. However, specific attention of investors is invited to the statement of Risk Factors mentioned in this Information Memorandum. The issue has not been recommended by IRDAI nor does IRDAI guarantee the accuracy or adequacy of this Information Memorandum. Note: This Information Memorandum prepared under the Companies Act, 2013 and the rules made thereunder (including the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time (“PAS Rules”) and the Companies (Share Capital and Debentures) Rules, 2014, as amended from time to time (“Share Capital and Debenture Rules”), the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time (“ILDS Regulations”), the Securities and

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Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“LODR Regulations”) (hereinafter the ILDS Regulations and LODR Regulations shall be collectively referred to as “SEBI Regulations”),and the Insurance Regulatory and Development Authority of India (Other Forms of Capital) Regulations, 2015, as amended from time to time (“IRDAI Regulations”), for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by the Issuer. This is only an information brochure intended for private use.

Arranger to the Instrument Registrar to the Issue Debenture Trustee

Yes Bank Ltd IFC, Tower 2, 19th Floor Elphinstone (W), Mumbai – 400 013 Contact Person : P Rakesh Tel No. +91 22 3372 9078 Fax No +91 22 3372 9018 Email : [email protected] Website: www.yesbank.in

Karvy Computershare Pvt Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 Tel. No : +91 040 6716 2222 Fax No : +91 040 2343 1551 Contact Person: M Muralikrishna E-Mail:[email protected] Website : www.karvy.com

IDBI Trusteeship Services Ltd. Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate Mumbai – 400 001 Tel. No : +91 22 40807062 Fax No : +91 22 22882312 Contact Person: Swapnali Hirlekar E-Mail: [email protected] Website : www.idbitrustee.com

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TABLE OF CONTENTS

Sr.No. Particulars Page No.

1. DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT, 2013

5-7

2. DISCLAIMERS 8-14

3. DEFINITIONS 15-17

4. RISK FACTORS 18-23

5. GENERAL INFORMATION 24-38

6. BUSINESS 39-44

7. DISCLOSURES PERTAINING TO WILFUL DEFAULT

45

8. FINANCIAL INFORMATION 46-55

9. TERMS OF THE ISSUE 56-70

10. MATERIAL CONTRACTS 71

11. DECLARATION 72

ANNEXURES

12 APPLICATION FORM I

13 CREDIT RATING LETTER ISSUED BY CRISIL II

14 CREDIT RATING LETTER ISSUED BY ICRA III

14 IN-PRINCIPAL APPROVAL LETTER FOR LISTING FROM BSE

IV

15 CONSENT LETTER FROM THE DEBENTURE TRUSTEE

V

16 APPROVAL FROM IRDAI VI

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DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT, 2013

Sr. No.

Disclosure Requirements Page No

1 GENERAL INFORMATION 24-38

(i) Name, address, website and other contact details of the company indicating both registered office and corporate office

24

(ii) Date of incorporation of the company 26

(iii) Business carried on by the company and its subsidiaries with the details of branches or units, if any

39-42

(iv) Brief particulars of the management of the company 31-36

(v) Names, addresses, DIN and occupations of the directors 31-35

(vi) Management’s perception of risk factors 18-23

(vii) Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of

• Statutory Dues

• debentures and interest thereon

• deposits and interest thereon

• loan from any bank or financial institution and interest thereon

44

(viii) Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process

24

2 PARTICULARS OF THE OFFER

(i) Date of passing of Board resolution 61

(ii) Date of passing of resolution in the general meeting, authorizing the offer of securities

61

(iii) Kinds of securities offered (i.e. whether share or debenture) and class of security

56

(iv) Price at which the security is being offered including the premium, if any, along with justification of the price

56

(v) Name and address of the valuer who performed valuation of the security offered

70

(vi) Amount which the company intends to raise by way of securities 56

(vii) Terms of raising of securities:

• Duration, if applicable

• Rate of dividend

• Rate of interest

• Mode of payment

• Repayment

56-60

(viii) Proposed time schedule for which the offer letter is valid 60

(ix) Purposes and objects of the offer 58

(x) Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects

43

(xi) Principle terms of assets charged as security, if applicable 70

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

(i) Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons

35

(ii) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer

43

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letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

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

35-36

(iv) Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided

51-55

(v) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark

51

(vi) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries

43

(vii) Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company

44

4 FINANCIAL POSITION OF THE COMPANY

(i) The capital structure of the company in the following manner in a tabular form-

• the authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value)

• size of the present offer

• paid up capital

• after the offer

• after conversion of convertible instruments (if applicable)

• share premium account (before and after the offer)

26-28

(ii) The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration

- Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case

27-28

(iii) Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter

46

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

31

(v) A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter

46-54

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(vi) Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter

47-48

(vii) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company

51

5 A DECLARATION BY THE DIRECTORS THAT –

• the company has complied with the provisions of the Act and the rules made thereunder

• the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government

• the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter

72

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DISCLAIMERS GENERAL 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 PROSPECTUS UNDER THE COMPANIES ACT, 2013. THIS INFORMATION MEMORANDUM HAS BEEN PREPARED IN CONFORMITY WITH THE SEBI REGULATIONS, THE COMPANIES ACT, 2013, FORM PAS-4 OF THE PAS RULES, THE SHARE CAPITAL AND DEBENTURE RULES AND THE IRDAI REGULATIONS. THE ISSUE OF DEBENTURES TO BE LISTED ON THE WDM SEGMENT OF 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 AN INVITATION TO SUBSCRIBE TO THE DEBENTURES TO THE PUBLIC IN GENERAL. THIS INFORMATION MEMORANDUM IS INTENDED FOR PRIVATE CIRCULATION ONLY TO ELIGIBLE INVESTORS. THIS INFORMATION MEMORANDUM IS NOT INTENDED TO BE CIRCULATED TO MORE THAN 200 (TWO HUNDRED) ELIGIBLE INVESTORS (EXCLUDING QUALIFIED INSTITUTIONAL BUYERS). APART FROM THIS INFORMATION MEMORANDUM NO INFORMATION MEMORANDUM OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE ISSUER NOR IS SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS INFORMATION MEMORANDUM HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED. UNDER THE APPLICABLE PROVISIONS OF THE SEBI REGULATIONS, 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. THIS INFORMATION MEMORANDUM AND THE CONTENTS HEREOF ARE RESTRICTED ONLY FOR THE INTENDED RECIPIENT(S) WHO HAVE BEEN ADDRESSED DIRECTLY AND SPECIFICALLY THROUGH A COMMUNICATION BY THE ISSUER OR THE ARRANGER 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 ARE INTENDED TO BE USED ONLY BY THOSE INVESTORS TO WHOM IT IS ISSUED. IT IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE RECIPIENT. EACH COPY OF THIS INFORMATION MEMORANDUM IS SERIALLY NUMBERED AND THE PERSON TO WHOM A COPY OF THE INFORMATION MEMORANDUM IS SENT, IS ALONE ENTITLED TO APPLY FOR THE DEBENTURES. NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THOSE TO WHOM APPLICATION FORMS ALONG WITH THIS INFORMATION MEMORANDUM HAVE BEEN SENT. ANY APPLICATION BY A PERSON TO WHOM THE INFORMATION MEMORANDUM HAS NOT BEEN SENT BY THE ISSUER SHALL BE REJECTED WITHOUT ASSIGNING ANY REASON. THE PERSON WHO IS IN RECEIPT OF THIS INFORMATION MEMORANDUM SHALL MAINTAIN UTMOST CONFIDENTIALITY REGARDING THE CONTENTS OF THIS INFORMATION MEMORANDUM AND SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR 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

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OR THE AMOUNT OR TERMS OF ANY FEES PAYABLE TO THE ARRANGER OR OTHER PARTIES IN CONNECTION WITH THE ISSUE. THIS INFORMATION MEMORANDUM 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 OR THE ARRANGER AND/OR ANY OF ITS AFFILIATES (INCLUDING THIS INFORMATION MEMORANDUM) WITHOUT RETAINING ANY COPIES HEREOF. IF ANY RECIPIENT OF THIS INFORMATION MEMORANDUM DECIDES NOT TO PARTICIPATE IN THE ISSUE, THAT RECIPIENT MUST PROMPTLY RETURN THIS INFORMATION MEMORANDUM 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. DISCLAIMER IN RESPECT OF JURISDICTION THIS ISSUE IS BEING MADE TO THE ELIGIBLE INVESTORS, WHO SHALL BE SPECIFICALLY APPROACHED BY THE ISSUER. RECIPIENTS ARE REQUIRED TO OBSERVE SUCH RESTRICTIONS AND THE ARRANGER AND ITS AFFILIATES ACCEPT NO LIABILITY TO ANY PERSON IN RELATION TO THE DISTRIBUTION OF INFORMATION IN ANY JURISDICTION. THIS INFORMATION MEMORANDUM 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 NON EXCLUSIVE JURISDICTION OF THE COURTS OF MUMBAI. THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES HEREIN, IN ANY OTHER JURISDICTION AND TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR INVITATION IN SUCH JURISDICTION. THE SALE OR TRANSFER OF THESE DEBENTURES OUTSIDE INDIA MAY REQUIRE REGULATORY APPROVALS IN INDIA, INCLUDING WITHOUT LIMITATION, THE APPROVAL OF RBI. DISCLAIMER OF THE ISSUER THIS INFORMATION MEMORANDUM HAS BEEN PREPARED BY THE ISSUER SOLELY TO PROVIDE GENERAL INFORMATION ABOUT THE ISSUER AND SETTING OUT THE KEY TERMS UPON WHICH THE DEBENTURES ARE BEING ISSUED, TO PERSONS TO WHOM IT IS ADDRESSED. THIS INFORMATION MEMORANDUM DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY POTENTIAL INVESTOR MAY REQUIRE. FURTHER, THIS INFORMATION MEMORANDUM HAS BEEN PREPARED FOR INFORMATION PURPOSES RELATING TO THIS TRANSACTION ONLY AND UPON THE EXPRESS UNDERSTANDING THAT IT WILL BE USED ONLY FOR THE PURPOSES SET FORTH HEREIN. THE ISSUER CONFIRMS THAT ALL INFORMATION CONSIDERED ADEQUATE AND RELEVANT TO THE ISSUE HAS BEEN MADE AVAILABLE IN THIS INFORMATION MEMORANDUM FOR THE USE AND PERUSAL OF THE POTENTIAL INVESTORS AND NO SELECTIVE OR ADDITIONAL INFORMATION WOULD BE MADE AVAILABLE TO ANY SECTION OF INVESTORS IN ANY MANNER WHATSOEVER. THE ISSUER DOES NOT UNDERTAKE TO UPDATE THE INFORMATION MEMORANDUM TO REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THE INFORMATION MEMORANDUM AND THUS IT SHOULD NOT BE RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS WITHOUT FIRST CONFIRMING ITS ACCURACY WITH THE ISSUER.

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NEITHER THE DELIVERY OF THIS INFORMATION MEMORANDUM NOR ANY ISSUE OF DEBENTURES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION OR CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE HEREOF. DISCLAIMER OF THE ARRANGER IT IS ADVISED THAT THE ROLE OF THE ARRANGER IN THIS ASSIGNMENT IS CONFINED TO MARKETING AND PLACEMENT OF THE DEBENTURES ON THE BASIS OF THIS INFORMATION MEMORANDUM AS PREPARED BY THE ISSUER. THE ARRANGER HAS NEITHER SCRUTINIZED/VETTED NOR HAVE THEY DONE ANY DUEDILIGENCE FOR VERIFICATION OF THE CONTENTS OF THIS INFORMATION MEMORANDUM. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING (EXPRESS OR IMPLIED) IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY THE ARRANGER OR ANY OF THEIR OFFICERS AS TO THE ADEQUACY, COMPLETENESS OR REASONABLENESS OF THE INFORMATION CONTAINED HEREIN OR OF ANY FURTHER INFORMATION, STATEMENT, NOTICE, OPINION, MEMORANDUM, EXPRESSION OR FORECAST MADE OR SUPPLIED AT ANY TIME IN RELATION THERETO. THE ARRANGER MAY USE DETAILS IN THE INFORMATION MEMORANDUM FOR THE PURPOSE OF SOLICITING SUBSCRIPTION FROM ELIGIBLE INVESTORS FOR THE DEBENTURES TO BE ISSUED BY THE ISSUER ON A PRIVATE PLACEMENT BASIS. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE AFORESAID USE OF THIS INFORMATION MEMORANDUM BY THE ARRANGER SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE INFORMATION MEMORANDUM HAS BEEN PREPARED, CLEARED, APPROVED OR VETTED BY THE ARRANGER; NOR DO THEY IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS INFORMATION MEMORANDUM; NOR DO THEY TAKE RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS PROMOTERS, AFFILIATES, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THE ISSUER. THE ARRANGER OR ANY OF THEIR DIRECTORS, EMPLOYEES, AFFILIATES OR REPRESENTATIVES DO NOT ACCEPT ANY RESPONSIBILITY AND/OR LIABILITY FOR ANY LOSS OR DAMAGE ARISING OF WHATEVER NATURE AND EXTENT IN CONNECTION WITH THE USE OF ANY OF THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM. PLEASE NOTE THAT:

(A) THE ARRANGER AND/OR THEIR AFFILIATES MAY, NOW AND/OR IN THE FUTURE, HAVE OTHER INVESTMENT AND COMMERCIAL BANKING, TRUST AND OTHER RELATIONSHIPS WITH THE ISSUER AND WITH OTHER PERSONS ("OTHER PERSONS");

(B) AS A RESULT OF THOSE OTHER RELATIONSHIPS, THE ARRANGER AND/OR THEIR AFFILIATES MAY GET INFORMATION ABOUT OTHER PERSONS, THE ISSUER AND/OR THE ISSUE OR THAT MAY BE RELEVANT TO ANY OF THEM. DESPITE THIS, THE ARRANGER AND/OR THEIR AFFILIATES WILL NOT BE REQUIRED TO DISCLOSE SUCH INFORMATION, OR THE FACT THAT IT IS IN POSSESSION OF SUCH INFORMATION, TO ANY RECIPIENT OF THIS INFORMATION MEMORANDUM;

(C) THE ARRANGER AND/OR THEIR AFFILIATES MAY, NOW AND IN THE FUTURE, HAVE FIDUCIARY OR OTHER RELATIONSHIPS UNDER WHICH IT, OR THEY, MAY EXERCISE VOTING POWER OVER SECURITIES OF VARIOUS PERSONS. THOSE SECURITIES MAY, FROM TIME TO TIME, INCLUDE DEBENTURES OF THE ISSUER; AND

(D) THE ARRANGER AND/OR THEIR AFFILIATES MAY EXERCISE SUCH VOTING POWERS, AND OTHERWISE PERFORM ITS FUNCTIONS IN CONNECTION WITH

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SUCH FIDUCIARY OR OTHER RELATIONSHIPS, WITHOUT REGARD TO ITS RELATIONSHIP TO THE ISSUER AND/OR THE DEBENTURES.

DISCLAIMER OF THE STOCK EXCHANGE(S) AS REQUIRED, A COPY OF THIS INFORMATION MEMORANDUM HAS BEEN FILED WITH THE STOCK EXCHANGE(S), PURSUANT TO THE SEBI REGULATIONS. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS INFORMATION MEMORANDUM TO THE STOCK EXCHANGE(S) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO MEAN THAT THIS INFORMATION MEMORANDUM HAS BEEN REVIEWED, CLEARED OR APPROVED BY THE STOCK EXCHANGE(S); NOR DOES THAT THE STOCK EXCHANGE(S) IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS INFORMATION MEMORANDUM, OR THAT THE ISSUER’S DEBENTURES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE STOCK EXCHANGE(S). THE STOCK EXCHANGE(S) DOES NOT 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. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY DEBENTURES OF THIS ISSUER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE STOCK EXCHANGE(S) WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON WHATSOEVER. DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA THIS INFORMATION MEMORANDUM HAS NOT BEEN FILED WITH OR SUBMITTED TO SEBI. THE DEBENTURES HAVE NOT BEEN RECOMMENDED OR APPROVED BY SEBI NOR DOES SEBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS INFORMATION MEMORANDUM. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THIS INFORMATION MEMORANDUM SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO HAVE BEEN APPROVED OR VETTED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY PROPOSAL FOR WHICH THE DEBENTURES ISSUED HEREOF IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS INFORMATION MEMORANDUM. THE ISSUE OF DEBENTURES BEING MADE ON A PRIVATE PLACEMENT BASIS, FILING OF THIS INFORMATION MEMORANDUM WITH SEBI IS NOT REQUIRED. HOWEVER SEBI RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE ISSUER, ANY IRREGULARITIES OR LAPSES IN THIS INFORMATION MEMORANDUM. DISCLAIMER OF THE CREDIT RATING AGENCY(IES) AS AT THE DATE OF THIS INFORMATION MEMORANDUM, THE CREDIT RATING AGENCY(IES) HAVE ASSIGNED ‘AAA (STABLE)’ RATING TO DEBENTURES. THE RATING ASSIGNED BY THE CREDIT RATING AGENCY(IES) IS AN OPINION ON CREDIT QUALITY AND IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD THE RATED DEBT INSTRUMENTS. INVESTORS SHOULD TAKE THEIR OWN DECISIONS. THE CREDIT RATING AGENCY(IES) HAVE BASED THEIR RATING ON INFORMATION OBTAINED FROM SOURCES BELIEVED BY THEM TO BE ACCURATE AND RELIABLE. THE CREDIT RATING AGENCY(IES) DO NOT, HOWEVER, GUARANTEE THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY INFORMATION AND ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION.

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THE RATING MAY BE SUBJECT TO REVISION OR WITHDRAWAL AT ANY TIME BY THE CREDIT RATING AGENCY(IES) AND SHOULD BE EVALUATED INDEPENDENTLY OF ANY OTHER RATING. THE RATINGAGENCY(IES) HAVE THE RIGHT TO SUSPEND OR WITHDRAW THE RATING AT ANY TIME ON BASIS OF FACTORS SUCH AS NEW INFORMATION OR UNAVAILABILITY OF INFORMATION OR ANY OTHER CIRCUMSTANCES. DISCLAIMER OF THE DEBENTURE TRUSTEE

I. THE DEBENTURE TRUSTEE DOES NOT UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE ISSUER DURING THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY THIS INFORMATION MEMORANDUM AND DOES NOT HAVE ANY RESPONSIBILITY TO ADVISE ANY INVESTOR OR PROSPECTIVE INVESTOR IN THE DEBENTURES OF ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF THE DEBENTURE TRUSTEE, ITS AGENTS OR ADVISORS EXCEPT AS SPECIFICALLY PROVIDED FOR IN THE DEBENTURE TRUST DEED.

II. THE DEBENTURE TRUSTEE HAS NOT SEPARATELY VERIFIED THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY DEBENTURE TRUSTEE AS TO THE ACCURACY OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY, DEBENTURE TRUSTEE ASSOCIATED WITH THE ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THE ISSUE.

III. THE DEBENTURE TRUSTEE IS NEITHER A PRINCIPAL DEBTOR NOR A GUARANTOR OF THE DEBENTURES.

CAUTIONARY NOTE THE INVESTORS ACKNOWLEDGE BY THE RECEIPT OF THIS INFORMATION MEMORANDUM THAT THEY, (I) ARE KNOWLEDGEABLE AND EXPERIENCED IN FINANCIAL AND BUSINESS MATTERS, HAVE EXPERTISE IN ASSESSING CREDIT, MARKET AND ALL OTHER RELEVANT RISK AND ARE CAPABLE OF EVALUATING, AND HAVE EVALUATED, INDEPENDENTLY THE MERITS, RISKS AND SUITABILITY OF PURCHASING THE DEBENTURES, (II) UNDERSTAND THAT THE ISSUER HAS NOT PROVIDED, AND WILL NOT PROVIDE, ANY MATERIAL OR OTHER INFORMATION REGARDING THE DEBENTURES, EXCEPT AS INCLUDED IN THISINFORMATION MEMORANDUM, (III) HAVE NOT REQUESTED THE ISSUER TO PROVIDE IT WITH ANY SUCH MATERIAL OR OTHER INFORMATION, (IV) HAVE NOT RELIED ON ANY INVESTIGATIONTHAT ANY PERSON ACTING ON THEIR BEHALF MAY HAVE CONDUCTED WITH RESPECT TO THEDEBENTURES, (V) HAVE MADE THEIR OWN INVESTMENT DECISION REGARDING THE DEBENTURES, (VI) HAVE HAD ACCESS TO SUCH INFORMATION AS DEEMED NECESSARY OR APPROPRIATE IN CONNECTION WITH PURCHASE OF THE DEBENTURES, AND (VII) UNDERSTAND THAT, BY PURCHASE OR HOLDING OF THE DEBENTURES, THEY ARE ASSUMING AND ARE CAPABLE OF BEARING THE RISK OF LOSS THAT MAY OCCUR WITH RESPECT TO THE DEBENTURES, INCLUDING THE POSSIBILITY THAT THEY MAY LOSE ALL OR A SUBSTANTIAL PORTION OF THEIR INVESTMENT IN THE DEBENTURES AND THEY WILL NOT LOOK TO THE ARRANGER AND/OR ANY OF ITS AFFILIATES FOR ALL OR PART OF ANY SUCH LOSS OR LOSSES THAT THEY MAY SUFFER. EACH INVESTOR SHALL ENSURE THAT IT IS ELIGIBLE TO SUBSCRIBE TO THESE DEBENTURES AND THE ISSUER DOES NOT MAKE ANY WARRANTY ON THE ELIGIBILITY OF THE INVESTORS. NEITHER THIS INFORMATION MEMORANDUM NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE ISSUE OF DEBENTURES IS INTENDED TO PROVIDE THE

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BASIS OF ANY CREDIT OR OTHER EVALUATION AND ANY RECIPIENT OF THIS INFORMATION MEMORANDUM SHOULD NOT CONSIDER SUCH RECEIPT AS A RECOMMENDATION TO PURCHASE ANY DEBENTURES. EACH INVESTOR CONTEMPLATING PURCHASING ANY DEBENTURES SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE ISSUER, AND ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE ISSUER. POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL, LEGAL, TAX AND OTHER PROFESSIONAL ADVISORS AS TO THE RISKS AND INVESTMENT CONSIDERATIONS ARISING FROM AN INVESTMENT IN THE DEBENTURES AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYZE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTOR’S PARTICULAR CIRCUMSTANCES. PROSPECTIVE INVESTORS ARE REQUIRED TO MAKE THEIR OWN INDEPENDENT EVALUATION AND JUDGMENT BEFORE MAKING THE INVESTMENT AND ARE BELIEVED TO BE EXPERIENCED IN INVESTING IN DEBT MARKETS AND ARE ABLE TO BEAR THE ECONOMIC RISK OF INVESTING IN SUCH INSTRUMENTS. THIS INFORMATION MEMORANDUM IS MADE AVAILABLE TO POTENTIAL INVESTORS ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL. RECIPIENTS SHALL NOT BE ENTITLED TO USE ANY OF THE INFORMATION OTHERWISE THAN FOR THE PURPOSE OF DECIDING WHETHER OR NOT TO INVEST IN THE DEBENTURES. THE PERSON WHO IS IN RECEIPT OF THIS INFORMATION MEMORANDUM SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR 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 THE ARRANGER OR OTHER PARTIES IN CONNECTION WITH THE ISSUE. THIS INFORMATION MEMORANDUM MAY NOT BE PHOTOCOPIED, REPRODUCED, OR DISTRIBUTED TO OTHERS AT ANY TIME WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER. NO PERSON, INCLUDING ANY EMPLOYEE OF THE ISSUER, HAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THISINFORMATION MEMORANDUM. ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEING AUTHORISED BY OR ON BEHALF OF THE ISSUER. NEITHER THE DELIVERY OF THIS INFORMATION MEMORANDUM AT ANY TIME NOR ANY STATEMENT MADE IN CONNECTION WITH THE OFFERING OF THE DEBENTURES SHALL UNDER THE CIRCUMSTANCES IMPLY THAT ANY INFORMATION/ REPRESENTATION CONTAINED HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE OF THIS INFORMATION MEMORANDUM. DISCLAIMER OF THE INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY IRDAI NOR DOES IRDAIGUARANTEE THE ACCURACY OR ADEQUACY OF THIS INFORMATION MEMORANDUM. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THIS INFORMATION MEMORANDUM SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO HAVE BEEN APPROVED OR VETTED BY IRDAI. IRDAI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY PROPOSAL FOR WHICH THE DEBENTURES ISSUED HEREOF IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS INFORMATION MEMORANDUM. HOWEVER IRDAI RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE ISSUER, ANY IRREGULARITIES OR LAPSES IN THIS INFORMATION MEMORANDUM.

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FORCE MAJEURE THE ISSUER RESERVES THE RIGHT TO WITHDRAW THE ISSUE AT ANY TIME PRIOR TO THE CLOSING DATE THEREOF IN THE EVENT OF ANY UNFORESEEN DEVELOPMENT ADVERSELY AFFECTING THE ECONOMIC AND/OR REGULATORY ENVIRONMENT OR OTHERWISE. IN SUCH AN EVENT, THE ISSUER WILL REFUND THE APPLICATION MONEY, IF ANY, COLLECTED IN RESPECT OF THE ISSUE WITHOUT ASSIGNING ANY REASON. 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 THE DEPOSITORIES ACT. THE ISSUER SHALL TAKE NECESSARY STEPS TO CREDIT THE DEBENTURES ALLOTTED TO THE BENEFICIARY ACCOUNT MAINTAINED BY THE INVESTOR WITH ITS DEPOSITORY PARTICIPANT. THE ISSUER WILL MAKE THE ALLOTMENT TO INVESTORS ON THE DEEMED DATE OF ALLOTMENT AFTER VERIFICATION OF THE APPLICATION FORM, THE ACCOMPANYING DOCUMENTS AND ON REALISATION OF THE APPLICATION MONEY.

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DEFINITIONS

“HDFC ERGO GeneralInsurance Company Limited” / “HDFC ERGO” /“Company” / “Issuer”

HDFC ERGO General Insurance Company Limited, a non-life insurance company registered under the provisions of the Companies Act, 1956 and registered with IRDAI vide registration number 125

Allotment / Allot / Allotted

The issue and allotment of the Debentures to successful applicants in relation to the Issue

Application An application to subscribe to the Debentures offered pursuant to the Issue by submission of a valid Application Form and payment of the Application Money by any of the modes as prescribed under this Information Memorandum

Application Form The form in terms of which the Eligible Investors shall make an offer to subscribe to the Debentures and which will be considered as the Application for Allotment of Debentures in terms of this Information Memorandum

Application Money The aggregate value of the Debentures applied for, as indicated in the Application Form for the Issue

Arranger / Arranger of the Instrument

Yes Bank Ltd

Articles The articles of association of the Issuer

Board The Board of Directors of the Issuer

BSE BSE Limited

Business Days means any day on which commercial banks are open for business in Mumbai, India, not being a Saturday, Sunday or a Public holiday

CDSL Central Depository Services Limited

Companies Act The Companies Act, 1956 or the Companies Act, 2013, as applicable

Companies Act, 1956

The Companies Act, 1956 along with the rules made thereunder, as amended from time to time (without reference to the provisions thereof that have ceased to have effect upon the notification of the Notified Sections)

Companies Act, 2013

The Companies Act, 2013 along with the rules made thereunder, to the extent in force pursuant to the notification of the Notified Sections and as amended from time to time

Debenture Holder The holder of the Debentures

Debenture Trustee to the Issue

IDBI Trusteeship Services Limited

Debenture Trusteeship Appointment Agreement

The debenture trusteeship appointment agreement dated November 08, 2016 entered into between the Issuer and the Debenture Trustee for appointing IDBI Trusteeship Services Limited as the Debenture Trustee

Debenture Trust Deed

The debenture trust deed to be entered into between the Debenture Trustee and the Issuer within the prescribed timelines

Debentures The unsecured, subordinated, fully paid-up, listed, redeemable non-convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each

Depository/ies NSDL and CDSL

Designated Stock Exchange

BSE

DP The depository participant

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

• Indian promoter as defined under the Insurance Regulatory and

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Development Authority of India (Registration of Indian Insurance Companies) Regulations,2000, as amended from time to time which means: o Company formed under Companies Act, which is not a

subsidiary as defined under the Act; o Core investment company (as per the Core Investment

Companies (Reserve Bank) Directions, 2011); o Banking company (Banking Regulation Act, 1949), but does not

include a foreign bank or branch thereof functioning in India; o Public financial institution (as per Companies Act); o Co-operative society registered under any relevant law for the

time being in force; o a person, who is an Indian citizen or a combination of persons

who are Indian citizens; o a limited liability partnership formed under the Limited Liability

Partnership Act, 2008 with no partner being a non-resident entity/person resident outside India as defined under the ForeignExchange Management Act, 1999 and not being a foreign limited liability partnership registered thereunder

• Indian investor as defined under the Insurance Regulatory and Development Authority of India (Registration of Indian Insurance Companies) Regulations, 2000, as amended from time to time.

• Foreign investors as defined under the Indian Insurance Companies (Foreign Investment) Rules, 2015 means i.e. all eligible non-resident entities or persons resident outside India investing in the equity share of an Indian insurance company, as permitted to do so through foreign direct investment and foreign portfolio investment windows under FEMA regulations.

• Other persons as may be approved by IRDAI. All investors are required to comply with the relevant regulations / guidelines applicable to them for investing in this issue of Debentures.

ESOP Employee Stock Options Plan

FY Financial year

HGI HDFC General Insurance Ltd (erstwhile L&T General Insurance Company Ltd), with a corporate identification number U66030MH2007PLC177117 and having its registered office at HDFC House, 1

st Floor, 165-166 Backbay

Reclamation, Churchgate, Mumbai 400 020

I.T. Act The Income Tax Act, 1961, as amended from time to time

IRDAI Insurance Regulatory and Development Authority of India

IRDAI Regulations The Insurance Regulatory and Development Authority of India (Other Forms of Capital) Regulations, 2015 as amended from time to time

Issue Issue of 3,500 unsecured, subordinated, fully paid-up, listed, redeemable, non-convertible debentures having face value of Rs. 10,00,000 each, at par, aggregating Rs. 350 crore, on a private placement basis constituting the subordinated debt of the Company

Issue Closing Date November 9, 2016

Issue Opening Date

November 9, 2016

Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive of both days, during which prospective applicants may submit their Application Forms.

Joint Statutory Auditors

G M Kapadia & Associates, Chartered Accountants and B K Khare& Co, Chartered Accountants

Listing Agreement The uniform listing agreement entered into between the Issuer and the relevant stock exchange(s) in connection with the listing of its debt

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securities pursuant to the SEBI LODR Regulations.

LTGI L&T General Insurance Company Limited

Memorandum The Memorandum of Association of the Issuer

Notified Sections Sections of the Companies Act, 2013 and the rules made thereunder that have been notified by the Government

NSDL National Securities Depository Limited

NEP Net Earned Premium

Other Forms of Capital

Means the following instruments issued by an insurer as defined in the IRDAI (Other Forms of Capital), Regulations, 2015

a) Preference Share Capital b) Subordinated Debt

PAS Rules The Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time

Indian Promoter Housing Development Finance Corporation Limited (HDFC)

Foreign Promoter ERGO International AG (ERGO)

Promoters HDFC and ERGO

RBI Reserve Bank of India

Record Date 15 (fifteen) calendar days before the Coupon Payment Date / Redemption Date

Registrar to the Issue

Karvy Computershare Pvt Limited

Registrar Agreement

The agreement dated June 27, 2007 entered into between the Issuer and the Registrar for appointing the Registrar to the Issue

SEBI Securities and Exchange Board of India

SEBI LODR Regulations

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time

SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008,as amended from time to time

Share Capital and Debenture Rules

The Companies (Share Capital and Debentures) Rules, 2014, as amended from time to time

Subordinated Debt “Subordinated Debt” means Debentures as defined as per Section 2(30) of the Companies Act, 2013. The “debenture” includes debenture stock, bonds or any other instrument of a Company evidencing a debt, whether constituting a charge on the assets of the Company or not; and it shall also satisfy the criteria laid down in the Regulations as prescribed by IRDAI (Other forms of Capital), Regulations, 2015. The claims of the holders of the subordinated debt shall be superior to the claims of the investors in preference shares and equity shares in that order but shall be subordinated to the claims of the policyholders and all other creditors. Further, the subordinated debt shall neither be secured nor covered by a guarantee of the insurer or other arrangements that legally enhance the seniority of the claims as against the claims of the insurer’s policyholders and creditors.

Tripartite Agreements

The tripartite agreement dated June27, 2007 between the Issuer, the Registrar to the Issue and NSDL for issue of Debentures in dematerialized form.

WDM Wholesale debt segment

Wilful defaulter A person who is categorised 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

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RISK FACTORS The Issuer’s exposure to potential loss from its insurance and reinsurance and investment activities primarily emanates from Insurance Risk, Asset Risk, Operational Risk, and Strategic Risk Balancing risk and reward is achieved through identifying risk appropriately and comprehensively, aligning risk tolerances with business strategy, diversifying risk, pricing adequately for risk, mitigating risk through preventive controls and transferring risk.The Company has an enterprise wide risk management framework (RMF), which provides for identification of various risks associated with its business and the application of desired measures to mitigate and / or reduce the impact of the said risks. The Risk Management Committee of Directors (RMC) assisted by the sub-committee of RMC overseas the Company’s risk management policies and practices, reviews various risks associated with the business and advises the Board with regard to risk management in relation to strategic and operational matters. The institutionalized RMF is a proactive, company-wide program where policies, procedure and processes are used to measure, monitor and manage the Company’s risk universe comprising Insurance risk, Asset risk, Operational risk and Strategic risk. There are a number of risks, both specific to the Issuer and of a general nature, which may either individually, or in combination, materially and adversely affect the future operating and financial performance of the Issuer. Insurance Risk

Insurance risk is the risk of loss due to either inadequate pricing or inadequate claims handling or inadequate reinsurance protection or inadequate reserving. As a nature of business, there are inherent uncertainties as to occurrence, amount and timing of insurance liabilities which arises due to adverse experience in amount or frequency of claims or in their aggregation from a single occurrence or series of occurrences arising from a single originating cause. The solvency capital required for insurance risk exposure is quantified and assessed as a percentage of NEP and the said percentage is monitored on a quarterly basis for any major variations Underwriting risk: Underwriting risk is the risk of a change in value due to a deviation of the actual claims payment from the expected amount of claims payment. Underwriting risk encompasses risk of concentration and insufficient diversification. Underwriting Guidelines are in place for all classes of business which outlines the acceptance criteria, escalation process and referral guidelines as well as best practice recommendations along with clear delegation of underwriting mandates. The Issuer’s reinsurance program is designed to mirror the underwriting philosophy whilst ensuring optimal protection from best reinsurance securities. Reserving Risk: Reserving risk is the risk of eventual cost of claims diverges from the booked reserves. Under-reserving can make certain classes of business look profitable than they really are. This may perpetuate under-pricing or inappropriate underwriting. And when the bad news is finally recognized, it hits the reserves of several years at once, requiring unplanned capital infusion and in some case can lead to total collapse. Conversely, over-reserving tends to lock in unnecessary capital and could result in portfolio steering in the wrong direction Reserving Guidelines are in place for all classes of business which define the procedures to be adhered to from the time a claim is intimated till such time an actual claim reserve figure becomes available. In the reserving process, a major portion of the reserves estimation is based on the outstanding claims data. The efficacy of the default reserve formula is reviewed on a periodic basis to identify any significant changes in loss development patterns and adjusted if deemed

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necessary and agreed by all stakeholders. Total claims provision of the company are actuarially certified by the Appointed Actuary.

Asset Risk

Market Risk: Market risk is the risk of loss or adverse change in financial situation, resulting directly or indirectly, from fluctuation in the market price of assets.

The investments of the Issuer are broadly in classes of assets as prescribed under the IRDA (Investment) Regulations, 2016. Market risk is mitigated by limiting exposure to equity within the limits set out in the Investment Policy and guidelines there under and maintaining the modified duration of the debt portfolio within the limits set by the Investment Policy.

Credit Risk: Credit risk is the risk of loss or adverse change in financial situation, resulting from fluctuation in the credit standing of the issuer of securities, counterparties, reinsurers or debtors to which the Issuer is exposed to in the form of counterparty default risk, or spread risk. Credit risk is mitigated by investing predominantly in sovereign and AAA rated securities. On the reinsurance portfolio, a reinsurance program is reviewed and approved by the Board of Directors annually. The program provides for the minimum Financial Security Rating (FSR) of the reinsurers with whom the Issuer shall place its risk.

Liquidity Risk: Liquidity risk is the risk that the insurance undertaking is unable to realize investments and other assets in order to settle their financial obligations when they fall due. Liquidity risk arises due to Asset and Liability mismatches and inability of the Issuer to liquidate assets to meet obligations when they fall due. Liquidity risk is mitigated by maintaining certain portion of the investment portfolio in money market instruments so as to cover for an average of three months claims and expenses. Also, liquidity risk is addressed within the Asset Liability Management (ALM) approach of the Issuer. Operational Risk Operational risk arises from processes not followed/adhered to, faulty process designs, inadequate information systems, technology failures and breaches in internal controls, fraud, unforeseen events, catastrophes, or other operational problems that may result in unexpected financial losses or loss of reputation of the Issuer. The main elements of Operational risk are: People, Process, Systems and external environment. The approach to Operational Risk Management involves the implementation and operation of a number of core risk management processes to support the identification, assessment, monitoring and escalation of risk exposures for timely management of such risks. One of the key methods of Risk Management is periodic Risk and Control assessment (RCA) which is also termed as the RCA methodology. The RCA methodology instills a disciplined self-assessment approach across the Issuer and focuses on listing all possible obstacles, threats and exposures that might prevent the organization from achieving its objectives. It ensures risk identification and assessment (possible obstacles, threats and exposures). Corresponding controls are identified for the risks using the Internal Control System (ICS) approach. Identified controls are evaluated to ensure that they are adequate to manage risks, the aim being to determine the residual/net risks. Risks arising out of external environment are addressed by adopting an appropriate Business Continuity Plan (BCP).

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Strategic Risk At the policy level, the Issuer is exposed to strategic risk due to change in operating environment, changes in economic, regulatory & statutory environment, change in government policies and inadequate implementation of strategic decisions. Entity Level Controls (ELCs) are internal controls that help ensure that management directives pertaining to critical aspects of organizational governance of the entity are carried out. Entity level controls have an effect across the organization. By designing and leveraging strong entity-level controls, the Issuer has been able to develop more effective and efficient controls.

Regulatory Changes

These risks may arise if various concerned authorities amend the regulatory framework, which could impact the Issuer.

Risk of Competition This risk may arise from existing players or new entrants in the business of general insurance. The Management believes that the Issuer can leverage on its vast experience as one of the largest private general insurance company in India and its strong brand name. The Issuer has a wide distribution network comprising of brokers, retail and corporate agents, bancassurance besides its own direct sales force and quality customer service so as to sustain its position in the market.

IX. Risks Related to the Debentures The Issuer’s ability to access capital depends on the Issuer’s credit ratings. Any downgrade of the Issuer’s credit ratings would increase borrowing costs and constrain the Issuer’s access to capital and lending markets and, as a result, would negatively affect the Issuer’s business. The cost and availability of capital is, amongst other factors, also dependent on the Issuer’s short term and long term credit ratings. Ratings reflect a rating agency’s opinion of the Issuer’s financial strength, operating performance, strategic position and ability to meet the Issuer’s obligations. The rating agencies reserve the right to suspend, withdraw or revise ratings at any time based on new information or other circumstances. Any downgrade of the Issuer’s credit ratings would increase borrowing costs and constrain the Issuer’s access to capital and lending markets and, as a result, would adversely affect the Issuer’s business. In addition, downgrades of the Issuer’s credit ratings could increase the possibility of additional terms and conditions being added to any new or replacement financing arrangements in the future. Any such adverse development could adversely affect the Issuer’s business, financial condition, cash flows and results of operations, which could in turn adversely affect the ability of the Issuer to fulfil its obligations under the Debentures. The Debentures bear certain regulatory risks Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to IRDAI or SEBI or Reserve Bank of India, may adversely affect the rights of the Debenture Holders. The timing and content of any new law or regulation is not within Issuer’s control and any such new law, regulation, comment, statement or policy change could have an adverse effect on the market for and the price of the Debentures. Further, the exercise by the Debentures Trustee of the powers and remedies conferred on it respectively under the Debentures, and the related transaction documents, otherwise vested in them by law, will be subject to general equitable principles, the general supervisory powers and discretion of the Indian courts in the context

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thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorizations or orders. In the event any dispute arises between the Issuer and a Debenture Holder, the holder may need to take judicial proceedings before courts in India. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may also be subject to various delays including as a result of multiple levels of appellate adjudication. The Debentures only provide for the Issuer to be liable for increased costs as a result of a change in Indian, and not any other, law or regulation meaning that a holder of the Debentures must bear these costs. The Debentures provide that the Issuer will only be liable for increased costs as a result of a change in Indian law or regulation. In the event that increased costs are imposed as a result of a change in law or regulation in a jurisdiction other than India, then such costs must be borne by the Debenture Holder. The Debentures are to be sold or redeemed if they are not listed within 15 days of the investment Under Regulation 21(a) of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, SEBI has allowed foreign portfolio investors to invest in ‘to be listed’ debt securities. Further, under Paragraph 1C of Schedule 5 of the Foreign Exchange Management (Transfer or Issue of Foreign Security by a Person Resident outside India) Regulations, 2000, as amended from time to time, foreign portfolio investors can invest in primary issues of non-convertible debentures only if a listing of such non-convertible debentures or bonds occurs within 15 days of such investment. Consequently, if the Debentures are not listed within 15 days of the issue thereof they will either be redeemed (to the extent permitted by IRDAI) or sold in the secondary market. If the debentures are to be sold, the Issuer will on a best efforts basis arrange to find a buyer for the debentures in the secondary market. Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the documents relating to Debenture or otherwise vested in it by law, will be subject to general equitable principles regarding the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders. The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer. The Debentures will be subordinated to certain liabilities preferred by law such as claims of the Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuer’s business. Upon an order for winding-up in India, the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses. Delays in court proceedings in India may prevent timely enforcement against the Issuer If any dispute arises between Issuer and any other party (whether under the documents relating to Debenture or any agreements which are material for the Issuer’s business), the Issuer or such other party including any investor in the Debentures may need to take

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recourse to judicial proceedings before courts in India. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication. Taxation Potential purchasers and sellers of the Debentures should be aware that they may be required to pay taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses. Potential investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time. Interest Rate Risk All securities where a fixed rate of interest is offered are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fluctuation in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Any increase in rates of interest is likely to have a negative effect on the price of the Debentures. Further, according to the IRDAI Regulations, the Company shall not be liable to pay interest for any financial year, if the Company’s solvency is below the minimum regulatory requirements prescribed by IRDAI or the impact of paying such interest would result in the solvency of the Company, falling below or remaining below minimum regulatory requirements prescribed by IRDAI. Furthermore, the interest shall not be cumulative i.e., the interest missed in a year will not be paid in the future years. However, the Company may be allowed to pay the interest amount due and remaining unpaid in the subsequent financial years, provided that the same is paid in compliance with the provisions of IRDAI Regulations. The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. As specified in this Information Memorandum, an application has been made to list the Debentures on BSE and an in-principle approval has been obtained. If the Debentures are so listed or quoted or admitted to trading on BSE, no assurance is given by BSE that any such listing or quotation or admission to trading will be maintained. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading. The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market or by tender or private agreement. Any Debentures so purchased may be surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for holders of the Debentures to realise value for the Debentures prior to redemption of the Debentures.

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Downgrading in credit rating The Debentures have been rated by CRISIL with rating AAA with Stable outlook and ICRA with rating AAA with Stable outlook for the issuance of Debentures for an aggregate amount of Rs. 350 crore. Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the credit rating may lower the value of the Debentures and may also affect the Issuer’s ability to raise further debt. The Debentures may not be a suitable Investment for all Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers such as legal, tax, accounting and other advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition. These risks may include, among others, equity market risks, bond market risks, interest rate risks, market volatility and economic, political and regulatory risks and any combination of these and other risks.

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GENERAL INFORMATION

I. Issuer related Information

Name of the Issuer HDFC ERGO General Insurance Company Limited Registered and Corporate office 1

st Floor, HDFC House

165-166, H T Parekh Marg Backbay Reclamation, Churchgate Mumbai – 400 020 Tel: +91 22 6638 3600 Fax: +91 22 6638 3699 Email: [email protected] Website: http:/www.hdfcergo.com

CFO of the Issuer Mr. Samir H Shah 1


165-166, H T Parekh Marg Backbay Reclamation, Churchgate Mumbai – 400 020

Tel: +91 22 6638 3600 Fax: +91 22 6638 3699 Email: [email protected]

Compliance Office of the Issuer Mr. Dayananda V. Shetty 1


165-166, H T Parekh Marg Backbay Reclamation, Churchgate Mumbai – 400 020

Tel: +91 22 6638 3600 Fax: +91 22 6638 3699 Email: [email protected]

Arranger of the Instrument Yes Bank Ltd IFC, Tower 2, 19th Floor

Elphinstone (W), Mumbai – 400 013 Contact Person : P Rakesh Tel No. +91 22 3372 9078Fax: +91 223372 9018 Email :[email protected]

Trustee of the Issue IDBI Trusteeship Services Ltd.

Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate Mumbai – 400 001 Tel.No: +91 22 40807062 Fax No: +91 22 22882312

Email: [email protected]

Registrar of the Issue Karvy Computershare Pvt Ltd

701, Hallmark Business Plaza, Sant Dnyaneshwar Marg, Off Bandra Kurla Complex,

Bandra (East), Mumbai - 400 051 Tel: +91 22Fax: +91 22

Email: [email protected]

Credit rating Agency of the Issue CRISIL Limited Crisil House, Central Avenue Hiranandani Business Park, Powai Mumbai – 400 076

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Tel: +91 22 3342 3000 Website: http://www.crisil.com ICRA Limited Electric Mansion, 3rd Floor Appasaheb Marathe Marg, Prabhadevi Mumbai – 400 025 Tel: +91 22 6114 3000 Website: http://www.icra.in Auditors of the Issuer G M Kapadia & Co

1007, Raheja Chambers, 213, Nariman Point, Mumbai – 400 021

Tel: +91 22 66775555 Fax: +91 22 6611 6600 Email: [email protected]

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II. Brief History and Capital Structure

a. Brief History of the Issuer HDFC ERGO General Insurance Company Limited (CIN: U66010MH2002PLC134869) was incorporated on February 8, 2002, as a public limited company under the provisions of the Companies Act, 1956. It was incorporated as a joint venture between Housing Development Finance Corporation Limited (HDFC) and Chubb Global Financial Services Corporation, USA (Chubb Global) with the name HDFC Chubb General Insurance Company Limited (HDFC Chubb), holding 74% and 26% shareholding, respectively. HDFC Chubb received certificate for commencement of business on July 22, 2002 and received certificate of registration No. 125 from the Insurance Regulatory and Development Authority of India (IRDAI) on September 27, 2002. In 2007, Chubb Global, exited HDFC Chubb and shares held by it was acquired by HDFC. In 2008, ERGO International AG, Germany (ERGO) acquired 26% stake in the Issuer from HDFC and the name of the Issuer was changed to its present name. HDFC is India’s premier Housing Finance Institution and ERGO is the primary insurance entity of Munich Re Group. HDFC ERGO offers complete range of general insurance products ranging from Motor, Health, Travel, Home and Personal Accident in the retail space and customized products like Property, Marine and Liability Insurance in the corporate space. The Issuer has recently acquired 100% shares of L&T General Insurance Company Ltd (LTGI) and subsequently renamed it as HDFC General Insurance Ltd (HGI). The Issuer and HGI have filed a Scheme of Arrangement for merger of Issuer with HGI in the High Court of Judicature at Bombay on October 5, 2016.If the investors choose to subscribe to the Debentures proposed to be issued by the Issuer pursuant to this Information Memorandum, the investors will have to give their prior written consent before the Deemed Date of Allotment, to the aforesaid Scheme of Arrangement for merger of the Issuer with HGI. Further, after the aforesaid Scheme of Arrangement for merger is completed, the resulting entity being HGI shall undergo name change, in accordance with all the provisions of applicable law. The Issuer does not have any joint venture or associates. b. Capital Structure

Following table sets forth details of the share capital of the Issuer as on September 30, 2016:

(Rs in Crore)

Sr.No Particulars Amount

1. Share Capital

a. Authorised Equity Share Capital

65,00,00,000 Equity Shares of Rs. 10 each 650.0

b. Issued Equity Share Capital

600,465,850 Equity Shares of Rs. 10 each 600.5

c. Subscribed & Paid-up Equity Share Capital

600,465,850 Equity Shares of Rs. 10 each 600.5

2. Share Premium Account 824.6

Total 1,425.1

The Issue comprises of 3,500 unsecured, subordinated, fully paid-up, listed, redeemable, non-convertible debentures having face value of Rs. 10,00,000 each, at par, aggregating Rs. 350 crore, by the Issuer on a private placement basis constituting the subordinated debt of the Issuer.

27

Since the Issue is of Debentures (which are non-convertible in nature), there would be no change in the authorised, issued, paid-up and subscribed capital and share premium account of the Issuer post the Issue. As on date of this Information Memorandum, there are no convertible securities of the Issuer which are issued and outstanding. c. Equity Share Capital History of the Issuer Following table sets forth details of the Equity Share capital history of the Issuer upto September 30, 2016: Date of

Allotment

/ Buy Back

No. of Equity Shares

Face

Value

(inRs.)

Issue Price per

Equity

Share

(inRs.)

Nature of Consideration

Nature of

Allotment

Cumulative Share Capital Remarks


Equity Share Capital (inRs.)

Equity Share Premium (gross) (inRs.)

14-Feb-02 50,000 10 10 Cash Subscribers to the MoA

50,000 500000 0 Subscribers to the MoA

17-Sep-02 5,04,50,000 10 10 Cash Issued to Promoters

50,500,000 505000000 0 Issued to Promoters



30-Jan-04 1,90,00,000 10 10 Cash Issued to Promoters


26-Dec-05 50,00,000 10 10 Cash Issued to Promoters


12-Mar-08 2,50,00,000 10 10 Cash Issued to Promoters






09-Jul-09 7,50,00,000 10 10 Cash Issued to Promoters


25-Sep-09 10,00,00,00

0 10 10 Cash

Issued to Promoters




28-May-10 4,50,00,000 10 10 Cash Issued to Promoters



476,000,000 4760000000 640,000,000 Issued to Promoters

24-Nov-10 1,00,00,000 10 50 Cash Issued to Promoters

486,000,000 4860000000 1,040,000,000 Issued to Promoters

08-Apr-11 1,00,00,000 10 50 Cash Issued to Promoters


07-Sep-11 50,00,000 10 50 Cash Issued to Promoters




28-Mar-12 1,80,00,000 10 50 Cash Issued to Promoters


21-Jun-12 4,90,250 10 10 Cash ESOP 2009

523,490,250 5234902500 2,520,000,000 ESOP 2009

05-Mar-13 2,58,750 10 10 Cash ESOP 2009

523,749,000 5237490000 2,520,000,000 ESOP 2009

18-Mar-13 48,00,000

10 62.50 Cash

Issued to Promoters


18-Dec-13 6,52,750 10 10 Cash ESOP 2009

529,201,750 5292017500 2,772,000,000 ESOP 2009

18-Dec-13 82,500 10 50 Cash ESOP 2009

529,284,250 5292842500 2,775,300,500 ESOP 2009

4-Jul-14 16,37,750 10 10 Cash ESOP 2009

530,922,000 5309220000 2,775,300,500 ESOP 2009

4-Jul-14 1,98,250 10 50 Cash ESOP 531,120,250 5311202500 2,783,230,500 ESOP 2009

28

2009



5-Aug-16 4,86,700 10 10 Cash ESOP 2009

539,106,950 5391069500 3,308,230,500 ESOP 2009

5-Aug-16 7,67,400 10 50 Cash ESOP 2009

539,874,350 5398743500 3,338,926,500 ESOP 2009

5-Aug-16 46,500 10 62.5 Cash ESOP 2009

539,920,850 5399208500 3,341,367,750 ESOP 2009

8-Sept-16 6,05,45,000 10 91 Cash Issued to Promoters


There have been no allotments made for consideration other than cash in the last one year preceding the date of this Information Memorandum. d. Changes in Capital Structure of the Issuer Following table sets forth details of changes in capital structure of the Issuer for last five years and up to September 30, 2016:

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

Increase in the authorised share capital of the Issuer

From Rs. 600 crore to Rs. 650 crore

EGM – August 16, 2016

e. Details of any Acquisition or Amalgamation in the Last One Year: The Issuer has acquired 100% shares of L&T General Insurance Company Ltd (LTGI) and subsequently renamed it as HDFC General Insurance Ltd (HGI). The Issuer and HGI have filed a Scheme of Arrangement for merger of Issuer with HGI in the High Court of Judicature at Bombay on October 5, 2016.If the investors choose to subscribe to the Debentures proposed to be issued by the Issuer pursuant to this Information Memorandum, the investors will have to give their prior written consent before the Deemed Date of Allotment, to the aforesaid Scheme of Arrangement for merger of the Issuer with HGI. Further, after the aforesaid Scheme of Arrangement for merger is completed, the resulting entity being HGI shall undergo name change, in accordance with all the provisions of applicable law. f. Details of any Reorganization or Reconstruction in the Last One Year:

Type of Event Date of Announcement

Date of Completion Details

None NA NA NA

g. Shareholding Pattern of the Issuer Following table sets forth details of shareholding pattern of the Issuer as on September 30, 2016:

Sr. No.

Category No. of Shareholders

Total No. of Shares

No. of Shares in demat form

Total Shareholding

as a %age of Total No. of Shares

A. Shareholding of Promoters and Promoter Group

29

Sr. No.


Total No. of Shares


Total Shareholding


(1) Indian

a) Individual/ HUF b) Central Govt c) State Govt(s) d) Bodies Corp. e) Banks / FI f) Any Other

- - - 1 - -

- - -

305,005,688 - -

- - -

305,005,628 - -

- - -

50.795 -

Sub-total (A)(1): 1 305,005,688 305,005,628 50.795

(2) Foreign a) NRIs - Individuals b) Other – Individuals c) Bodies Corp d) Banks / FI e) Any Other

- -

- 1 - -

- -

- 292,202,312

- -

- -

- 292,202,312

- -

- -

- 48.663

- -

Sub-total (A)(2): 1 292,202,312 292,202,312 48.663 Total

shareholding of Promoter (A) = (A)(1)+(A)(2)

2

597,208,000 597,207,940 99.458

B. Public Shareholding (1) Institutions

a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify)

- - - - - - - -

- -

- - - - - - - -

- -

- - - - - - - -

- -

- - - - - - - -

- -

Sub-total (B)(1): - - - - (2) Non-

Institutions a) Bodies Corp. i) Indian ii) Overseas b) Individuals i) Individual

shareholders holding nominal share capital uptoRs.1 lakh

ii) Individual

- -

60

- -

16,22,100

- -

16,22,100

- -

0.270

30

Sr. No.


Total No. of Shares


Total Shareholding


shareholders holding nominal share capital in excess of Rs. 1 lakh

c) Others

10

-

16,35,750

-

16,35,750

-

0.272

-

1. Sub-total (B)(2):

70 32,57,850 32,57,850 0.542

2. Total Public Shareholding (B) = (B)(1) + (B)(2)

70 32,57,850 32,57,850 0.542

3. Shares held by Custodian for GDRs & ADRs

- - - -

Grand Total (A+B+C)

60,04,65,850 60,04,65,850 100.00

Note: The Promoters have not pledged or encumbered by their shareholding in the Issuer. h. Top 10 Equity Share Holders of the Issuer Following table sets forth details of top 10 holders of Equity Shares of the Issuer as on September 30, 2016:

Sr. No.

Name of Shareholder Total No. of Equity Shares

Held


held in demat form

Total Shareholding as

a %age of Total No. of Equity

Shares

1 Housing Development Finance Corporation Ltd 30,50,05,688 30,50,05,688 50.795%

2 ERGO International AG 29,22,02,312 29,22,02,312 48.663%

3 Karan Chopra 3,22,500 3,22,500 0.054%

4 Mehmood Hasan Mansoori 2,40,000 2,40,000 0.040%

5 Subramanian Gopalakrishnan 2,18,750 2,18,750 0.036%

6 Samir H Shah 1,50,000 1,50,000 0.025%

7 Hari Radhakrishnan 1,28,500 1,28,500 0.021%

8 Kailashchandra Bharat Panda 1,27,500 1,27,500 0.021%

9 Mukesh Kumar 1,23,500 1,23,500 0.021%

10 Ankur Bahorey 1,15,000 1,15,000 0.019%

i. Holding of the Promoter in the Issuer Following table sets forth details of holding of the Promoters in the Issuer as on September 30, 2016:

Name of

Shareholder Total No. of

Equity Shares Held

No. of Equity

Shares held in

Total shareholding as a %age of

Total

No of Equity Shares Pledged

% of Equity Shares pledge

31

demat form No. of Equity Shares

d with respect

to shares owned

Housing Development Finance Corporation Limited

30,50,05,688

30,50,05,628

50.795 Nil Nil

ERGO International AG

29,22,02,312 29,22,02,312 48.663 Nil Nil

III. Dividends Declared by the Issuer in Respect of the said three Financial Years; Interest Coverage Ratio for Last Three Years (Cash Profit After Tax Plus Interest Paid/Interest Paid)

(in Rs Crore)

Parameters FY2016 FY2015 FY2014

Dividend amounts (incl Dividend distribution tax)

81 48 31

Interest coverage ratio - - -

IV. Details of Directors of the Issuer

As per the Articles, the Issuer is required to have not less than three Directors and not more than 15 Directors

a) Current Directors of the Issuer Following table sets forth the composition of the Board of the Issuer:

Name, Designation

and DIN

Age

Address Director of

the Issuer Since

Details of other Directorship

Mr. Deepak S. Parekh – Chairman (Non-Executive Director) – DIN: 00009078

72 HDFC House, 6th

Floor, HDFC House,165 - 166, Backbay Reclamation, H.T. Parekh Marg, Mumbai 400020

14/02/2002

1.GlaxoSmithKline Pharmaceuticals Ltd 2. HDFC Asset Management Company Ltd 3. HDFC Standard Life Insurance Company Ltd 4. Housing Development Finance Corporation Ltd 5. Mahindra & Mahindra Ltd 6. Network18 Media & Investments Ltd 7. Siemens Ltd 8. The Indian Hotels Company Ltd 9. BAE Systems India (Services) Private Ltd 10. Breach Candy Hospital Trust 11.HT Parekh Foundation

32

Name, Designation

and DIN

Age

Address Director of

the Issuer Since


12. Indian Institute for Human Settlements 13. DP World 14.Fairfax India Holdings Corporation 15.Vedanta Resources Plc, London

Mr.Keki M. Mistry – Non-Executive Director – DIN: 00008886

62 HDFC House, 6th


14/02/2002

1. Greatship (India) Limited 2. HCL Technologies Ltd 3. GRUH Finance Ltd 4. HDFC Asset Management Company Ltd 5. HDFC Bank Ltd 6. HDFC Standard Life Insurance Company Ltd 7. Housing Development Finance Corporation Ltd 8. Sun Pharmaceutical Industries Ltd 9. Torrent Power Limited 10. HT Parekh Foundation 11. CDC Group, London 12. Griha Investments, Mauritius

Ms.Renu Sud Karnad – Non-Executive Director – DIN: 00008064

64 HDFC House, 6th


08/02/2002

1. ABB India Ltd 2. Bosch Ltd 3. EIH Ltd 4. GRUH Finance Ltd 5. HDFC Asset Management Company Ltd 6. HDFC Bank Ltd 7. HDFC Standard Life Insurance Company Ltd 8. Housing Development Finance Corporation Ltd 9. Indraprastha Medical Corporation Ltd 10. Feedback Infra Private Ltd 11. HT Parekh Foundation 12. HDFC Plc, Maldives 13. HIF International Fund Pte. Ltd 14. HIREF International Fund II Pte. Ltd 15. HIREF International LLC 16. WNS (Holdings) Ltd

Mr. Arno Frank Fehler – Non – Executive

44 ERGO Versicherungsgruppe AG, Victoriaplatz 2,D-40198

24/6/ 2015 1. Avantha ERGO Life Insurance Company Ltd 2. ERGO Grubu Holding A. S. (Turkey)

33

Name, Designation

and DIN

Age

Address Director of

the Issuer Since


Director – DIN: 07218619

Dusseldorf, Germany

3. ERGO General Insurance Company S.A. (Greece) 4. ERGO Life Insurance Company S.A. (Greece)

Mr. Andree Moschner – Non-Executive Director – DIN: 07570267

54 ERGO Versicherungsgruppe AG, Victoriaplatz 2, D-40198 Dusseldorf, Germany

20/7/ 2016 1. ERGO Deutschland AG 2. ERGO Beratung und Vertrieb AG 3. DKV Deutsche Krankenversicherung AG 4. ERGO Pensionskasse AG 5. ERGO Lebensversicherung AG 6. Victoria LebensversicherungAG 7. ITERGO Informationstechnologie GmbH 8. ERGO versicherung AG ERGO Group AG

Mr. Bernhard Steinruecke – Independent Director – DIN:01122939

61 Indo German Chamber of Commerce, Maker Tower E, 1

st Floor,

Cuffe Parade, Mumbai – 400 005.

12/08/2008

1. Apollo Munich Health Insurance Company Ltd

2. Bosch Ltd 3. Zodiac Clothing Company

Ltd 4. Nuernbergmesse India

Private Ltd 5. The Indo–German Chamber

Of Commerce 6. SpielwarenmesseIndiaPrivat

e Ltd 7. HDFC General Insurance

Limited

Dr.Jagdish Khattar – Independent Director - 00013496

74 Carnation Auto India Ltd., Plot No. A 110, Sector – 5, Noida – 201 301 (UP)

10/06/2008

1. Hindalco Industries Ltd 2. Indus Towers Ltd 3. Utkal Alumina International Ltd 4. Carnation Auto India Pvt. Ltd 5. Carnation Realty Pvt. Ltd 6. Khattar Auto India Pvt. Ltd 7. Metro Valley Business Park Pvt. Ltd 8. Genpact Limited

Mr.Mehernosh B. Kapadia – Independent Director – DIN:0004661

62 F / 8, Godrej Baug, Off Napean Sea Road, Mumbai 400 026.

17/10/2014

1. Tata Asset Management Limited

2. HDFC General Insurance Limited

3. St. John Ambulance Association, Maharashtra

34

Name, Designation

and DIN

Age

Address Director of

the Issuer Since


2 State Chapter

Mr. Anuj Tyagi – Executive Director – DIN: 07505313

42 1st Floor, HDFC

House, 165-166, H T Parekh Marg Backbay Reclamation, Churchgate Mumbai – 400 020

01/05/2016

1. CSC E-Governance Services India Limited

Mr. Mukesh Kumar – Executive Director – DIN: 06864359

60 1st Floor, HDFC


1/6/2014 1. HDFC General Insurance Limited

Mr. Ritesh Kumar – Managing Director & CEO – DIN: 02213019

47 1st Floor, HDFC


10/06/2008

1. HDFC General Insurance Limited

b) Change in Directors of the Issuer Since Last Three Years Following table sets forth the changes in the Board during the last three years:

Name, Designation and DIN

Date of Appointment /

Resignation

Director of the Issuer Since

(in case of resignation)

Remarks

Mr.Mehernosh B. Kapadia – Independent Director – DIN:00046612

– October 17, 2014 - Appointment

Mr. Mark Lammerskitten

June 23, 2015 July 1, 2010 Resignation

Mr. Arno Frank Fehler – Non – Executive Director – DIN: 07218619

June 24, 2015 - Appointment

Mr. Andreas Kleiner – Non-Executive Director DIN: 02072259

July 20, 2016 February 29, 2008 Resignation

Mr. Andree Moschner – Non-Executive

July 20, 2016 Appointment

35

Director – DIN: 07570267

Mr.Mukesh Kumar – Executive Director DIN: 06864359

June 1, 2014 Appointment

Mr.Anuj Tyagi- Executive Director DIN: 07505313

May 1, 2016 Appointment

c) Senior Management The senior management of the Issuer comprises of the following: Sr.No. Name Designation

1 Mr.Ritesh Kumar Managing Director and CEO

2 Mr.Mukesh Kumar Executive Director

3 Mr.AnujTyagi Executive Director

4 Mr.Samir H. Shah Member of Executive Management & CFO

5 Mr.Mehmood Mansoori Member of Executive Management & Group Head - Operations, IT & Online Business

6 Mr.Ankur Bahorey Member of Executive Management and Group Head – Retail Business Group

7 Mr.Puneet Sudan Appointed Actuary

8 Mr.Dayananda V. Shetty Company Secretary and Head – Legal & Compliance

9 Mr.Abhiranjan Gupta Chief Investment Officer

d) Any Financial or Other Material Interest of the Directors, Promoters or key Managerial

Personnel in the Issue and the Effect of such Interest in so far as it is Different from the Interests of Other Persons Subject to compliance with applicable law and in particular the regulations issued by IRDAI in this regard, the Promoters may participate in the issue at the same terms and conditions as may be set for other investors. None of the Directors or Key Managerial Personnel or their relatives have any interest in the issue.

e) Remuneration of Current Directors (During the Current Year and Last Three Financial Years)

Remuneration Paid

(Rs in 000's)

Name of Director FY2016 FY2015 FY2014

Mr. Deepak S. Parekh 250 90 80

Mr.Keki M. Mistry 900 550 200

Ms.RenuSudKarnad 750 490 190

Mr. Arno Frank Fehler - - -

Mr. Andree Moschner - - -

Mr. Bernhard Steinruecke 1,900 1,190 850

Dr.JagdishKhattar 2,100 1,290 810

Mr.Mehernosh B. Kapadia 1,800 300 -

Mr.AnujTyagi - - -

Mr.Mukesh Kumar 15,446 18,734 -

Mr.Ritesh Kumar 37,351 35,540 36,324

36

Note: Provisions towards gratuity leave accrued and long term performance pay are determined actuarially on an overall basis and accordingly have not been considered for the above disclosure. Remuneration Structure

(Rs in 000's)

Name of the Directors

Fee for attendin

g each

meeting of the

Board

Fee for attending

each meetings

the Committee

s of the Board

Fee for attendin

g to any

other work of

the Compan

y

Payment for

travelling and

halting allowance

s

Any other

allowance /

perks made

available by the

Company

(per month)

Salary for

Fiscal 2016 (per

month)

Mr. Deepak S. Parekh

50 - - - - -

Mr.Keki M. Mistry 50 50 - - - -

Ms.RenuSudKarnad

50 50 - - - -

Mr. Arno Frank Fehler

- - - - - -

Mr. Andree Moschner

- - - - - -

Mr. Bernhard Steinruecke

50 50 - - - -

Dr.JagdishKhattar 50 50 - - - -

Mr.Mehernosh B. Kapadia

50 50 - - - -

Mr.AnujTyagi - - - - - -

Mukesh Kumar - - - - 48 1,239

Ritesh Kumar 117 2,995

V. Statutory Auditors of the Issuer

a) Current Statutory Auditors of the Issuer (FY2017)

Following table sets forth details of the joint statutory auditors of the Issuer for FY2017:

Name of Statutory Auditors

Firm Registration

No.

Address and Contact Details

Auditor Since

B. K. Khare& Co.

105102W 706/708, Sharda Chambers, New Marine Lines, Mumbai – 400 020 022 2200 0607 / [email protected]

FY 2007-08 to FY 2010-11 FY 2014-15 to FY 2018-19

37

G. M. Kapadia& Co.

104767W 1007, Raheja Chambers, 213, Nariman Point, Mumbai – 400 021

02266775555 / [email protected]

FY 2009-10 – FY 2013-14 FY 2016-17 to FY 2020-21

The Issuer’s Joint Statutory Auditors, who audited the financial statements as of and for FY2016, are independent auditors with respect to the Issuer in accordance with the guidelines issued by the ICAI.

b) Change in Statutory Auditors of the Issuer Since Last Three Years

Name of Statutory Auditors

Firm Registration

No.

Address and Contact Details

Auditor Since

Auditor Till

Resignation Date

B. K. Khare & Co.

105102W 706/708, Sharda Chambers, New Marine Lines, Mumbai – 400 020 022 2200 0607 / [email protected]

July 21, 2014

-

G. M. Kapadia & Co.

104767W 1007, Raheja Chambers, 213, Nariman Point, Mumbai – 400 021

02266775555 / [email protected]

July 21, 2016

-

A.F. Ferguson Associates, Chartered Accountants

102849W 12, Dr. Annie Besant Road, Opp. Shiv Sagar Estate, Worli

02266679323 [email protected]

July 25, 2011

July 21, 2016

VI. Borrowings of the Issuer

a) Secured Loan Facilities as on September 30, 2016 Nil

b) Unsecured Loan Facilities as on September 30, 2016

Nil

c) Non-Convertible Bonds / Debentures as on September 30, 2016 Nil

38

d) Top 10 Debenture Holders as on September 30, 2016

Nil

e) Amount of Corporate Guarantees Issued by the Issuer in favour of various counter parties including its Subsidiaries, Joint Venture entities, Group companies etc. As on September 30, 2016, the Issuer has not issued any corporate guarantee in favour of any counterparty including its group companies.

f) Commercial Paper issued by the Issuer as on September 30, 2016

Nil

g) Other Borrowings (Including Hybrid Debt like Foreign Currency Convertible Bonds (“FCCBS”), Optionally Convertible Bonds / Debentures / Preference Shares) as on June 30, 2016 Nil

h) Servicing behaviour on existing Debt securities, Default(s) and / or Delay(s) 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 five years

Not Applicable

i) Outstanding borrowings / Debt securities issued for consideration other than cash, whether in whole or part, at a premium or discount, or in pursuance of an option

Not Applicable

39

BUSINESS Overview / Background The Issuer, HDFC ERGO General Insurance Company Limited, (CIN: U66010MH2002PLC134869) was incorporated on February 8, 2002, as a public limited company under the provisions of the Companies Act, 1956. It was incorporated as a joint venture between Housing Development Finance Corporation Limited (HDFC) and Chubb Global Financial Services Corporation, USA (Chubb Global) with the name HDFC Chubb General Insurance Company Limited (HDFC Chubb), holding 74% and 26% shareholding, respectively. HDFC Chubb received certificate for commencement of business on July 22, 2002 and received certificate of registration No. 125 from the Insurance Regulatory and Development Authority of India (IRDAI) on September 27, 2002. In 2007, Chubb Global, exited HDFC Chubb and shares held by it was acquired by HDFC. In 2008, ERGO International AG, Germany (ERGO) acquired 26% stake in the Issuer from HDFC and the name of the Issuer was changed to its present name. HDFC is India’s premier Housing Finance Institution and ERGO is the primary insurance entity of Munich Re Group. HDFC ERGO offers complete range of general insurance products ranging from Motor, Health, Travel, Home and Personal Accident in the retail space and customized products like Property, Marine and Liability Insurance in the corporate space. The Issuer endeavours to improvise and cater to every need of the modern day customer with superior customer support service through automated processes. This helps the Issuer give its customers a seamless and hassle-free experience. HDFC ERGO is one of the largest private sector general insurance companies in India. The Issuer has been expanding its network across the country and today is present in 108 branches spread across 91 cities with an employee base of over 2,000 professionals. The Issuer also has a wide distribution network comprising of brokers, retail and corporate agents, bancassurance besides its own direct sales force. Corporate structure and organization

Retail Business Group (RBG) The Issuer has a strong presence in the retail business segment with a slew of products to meet the needs of all categories retail customers in metro cities or smaller urban or rural areas. Its product suite includes, inter-alia, Motor, Health, Personal Accident, Home, travel, theft, breakdown of domestic appliances etc. These products are offered through various channels and subsequently serviced by predominantly by in-house teams (policy issuance to claim settlement).The Retail Business Group (RBG) recorded a growth of 14% during FY16 with premiums reaching Rs.2,186.4 crore (PY: Rs.1,917.5 crore). The share of RBG’s business for FY16 was 63% (PY: 59%). Retail personal accident and retail health grew by 18%and 24% respectively compared to previous year. Motor business grew by 11.7% from Rs.1,051.7 crore in FY15 to Rs.1,174.3 crore in FY16. IRDAI has put an obligation on Insurers to write certain amount of motor third party insurance business according to a set formula. The Issuer met the motor third party premium obligation set for the financial year. The Bancassurance channel continued to contribute major portion of the RBG premiums, leveraging on distribution spread of the Bancassurance partners. The Issuer continued to focus on online renewal of private car insurance policies and as a result saw an increase in renewals as well as new policy sales through this channel. The Issuer has undertaken a host of digital initiatives with its channel partners and gives its customers various digital modes of payment viz. credit cards, direct debit, net banking, e-wallets etc.

40

Corporate Business Group (CBG) The corporate portfolio in general insurance continues to be competitive, driven by large reinsurance capacities in property lines and limited new asset creation activity. Health and Marine portfolio still continues to be highly price sensitive and competitive. The Issuer continues to build its corporate portfolio selectively focusing on geography, channel as well as product diversification. On group health, the Issuer continues to adopt a cautious approach. Broking channel is emerging as a key channel for corporate business and to harness its full potential, the Issuer has engaged with large and mid-segment brokers to create the portfolio spread. Currently, more than 55% of corporate business is sourced from the broking channel, in which the Issuer would continue to invest. The Issuer has also invested in new product development for the corporate customers and has developed / launched new products like Extended Warranty, Trade Credit, Film and Media Insurance. During FY16, the CBG has recorded a business of Rs.981.1 crore (PY: Rs.885.1 crore), registering a growth of 10.9% over FY15. Rural and Agri Business Group (RABG) The Issuer has been making efforts to expand the reach of insurance solutions to the rural market. The Issuer’s rural market development activities continue to be spearheaded by the crop portfolio, which covers the large agrarian population who are frequently affected by crop losses attributed to irregular climatic pattern. Over the past couple of years, the Issuer has successfully built a rural portfolio with adequate diversity. The Issuer’s business model is backed by strong IT infrastructure and innovative channels. The Issuer has scaled up its rural reach and penetration in geographies covering 25 states through 7,500+ authorized Common Service Centers (CSCs). Fully IT integrated platform dovetailed with the CSC platform makes it a unique initiative to sell insurance in rural areas where hitherto the reach was a challenge. The Issuer was able to cater to the rural masses using the CSC Channel offering insurance coverage to 55,000+ customers with Motor Liability, Personal Accident, Fire and Farmer Package Policy. The Issuer continues to invest in insurance awareness programs using various media, educating customers about the benefits of rural insurance products. The Issuer has working towards strengthening its market positioning with new product initiatives in the agriculture portfolio. During FY16, the RBG recorded a business of Rs.299.0 crore (PY: Rs.453.0 crore). The share of RABG business for FY16 was 8.6% (PY: 13.9%). Products and Distribution Network The Issuer product and distribution strategy is to be present in multi geography, offer multi-product and with multi distribution channel. The ratio of its Motor, Accident & Health and other products for FY16 is 34%, 32%, and 34% respectively indicating a well-balanced and diversified portfolio mix. The corporate business grew this year across all profitable products, in line with the Issuer’s philosophy and plan. The retail business grew through all channels – Bancassurance, Agency, Online and Direct. The Issuer continues to focus on growing the agency business and from all geographies. The Issuer has also realigned the distribution structure to bring in the desired focus on smaller geographies, which has started showing results. Online sales and Common Service Centre (CSC) continues to be the Issuer’s focused alternate channel for distribution. In Online, the Issuer launched a mobile version of the website with enhanced features, increased the content on its website to make it more customer friendly. The Issuer has also been able to successfully channelize more of existing customers to its website, www.hdfcergo.com, for renewals. On CSC, the Issuer was able to enroll 2,000+ Village Level Entrepreneurs (VLE) to sell its products. The Issuer’s seamless IT Platform allows for policy issuance within 3 minutes making it easier and user friendly

41

Reinsurance The Issuer’s reinsurance programme is designed to ensure protection against exposure to large losses affecting single risks as well as catastrophe loss events affecting multiple risks across portfolios. As per statutory requirements, the Issuer ceded to General Insurance Corporation of India (GIC) 5% of its business, subject to monetary limits prescribed by IRDAI. The Issuer’s reinsurance panel comprises of the national reinsurer, GIC and strong international reinsurers. Claim Servicing The Issuer’s claims department is ISO 9001:2008 certified for the last five years. The Issuer’s constant efforts have been to deliver improved customer experience. Following Issuer’s core values, the claims service vertical has been able to provide equity of treatment to all its stakeholders. Prompt response and quick claim settlement has helped in creating an atmosphere of trust. The Issuer’s user friendly systems have helped to streamline processes to improve, monitor and bring about better efficiency in the turn-around-time(TAT) for claims settlement, customer queries and complaints resolution. Customers are able to view and track claims status, log in complaints and provide feedback through Issuer’s website, thus bringing in transparency amongst the customers. Other initiatives like short messaging service emails and “out calling” at every stage of claim have helped in reaching out to the customer. The Issuer has been sensitive in addressing claims and in this regard measures taken include simplifying procedures, especially during calamities like Chennai floods to ensure faster settlement. The Issuer continues to leverage technology for improving TAT and customer convenience. Operations, Technology and Customer Experience Management Focused on innovations, the Issuer strives to review and re-engineer processes on a continuous basis to drive efficiencies and enhancing customer and Channel experience. Leveraging technology the Issuer invested in Mobile technologies for policy issuance, integration of proposal management workflow solution with policy issuance application for straight thru processing, altogether eliminating several additional operational steps. Policy volume grew by 15.1% over the previous year with overall volumes for the year at 48.64 lakh policies. Customer experience continues as a key focus area as the Issuer positions itself as a brand that customer can rely upon. Keeping this in mind, the Issuer has invested significantly in deep data mining, 360 degree view of customer, customer life cycle management and going omni channel for servicing customer. To be on the forefront in social space, the Issuer has invested into state-of-the-art “Social CRM” (Customer Relationship Management fostered by communication with customer through social networking sites) product, helping and addressing their concerns more efficiently. It will additionally help boosting customer loyalty, satisfaction and will spark innovation. The Issuer has invested in mobile technologies to empower its claims staff, garages and lawyers to manage claim cases on mobile devices while on the go. These have helped in quality assessment, better customer engagement and faster claim settlement and thereby achieving efficiencies in the entire value chain. Committed to innovation, the Issuer continues to explore new age technologies and intend to invest in Artificial Intelligence and Big Data Analytics to predict customer behavior and sentiments. The Issuer also actively used social media platforms like Facebook, Twitter, LinkedIn and e-mail campaigns for Customer Engagement with interesting tidbits on various insurance solutions, wellness tips and expert speak, all intricately planned and designed to provide an opportunity to connect with existing customers thereby helping them protect themselves and their assets better against the risk surrounding them. The Issuer’s pursuit of protecting business interests of the organization from natural threats / data breaches, with an ability to respond effectively led the implementation of Business Continuity Management System (BCMS) framework. The Issuer

42

started its journey with British Standard BS-25999, improved it overtime, matured itself and achieved ISO 22301:2012 during FY16. Investment The Investment function complements the core business of the Issuer. The investments of the Issuer are made in accordance with the Investment Policy of the Issuer as approved by the Board of Directors. The Investment Committee oversees the implementation of the Investment Policy. The Issuer’s investment strategy reflects the coordination between Assets and Liabilities given the nature of business of the Issuer, while keeping in perspective the regulatory framework. The Investment Policy mandate includes maintaining high degree of safety, optimizing the level of returns and consistency of returns commensurate with the level of risk undertaken.

Key Operational and Financial Parameters of the Issuer for the Last three Audited Years

(Rs in Crore)

Sr.No. Particulars H1FY17 FY2016 FY2015 FY2014

1 Networth 1,744 1,070 1,000 882

2 Total Debt - - 0 0

(a) - Long Term Borrowing - - - -

(b) - Short Term Borrowing - - 0 0

(c ) - Current Maturities of Long Term Borrowing - - - -

3 Net Fixed Assets 133 135 150 161

4 Non-Current Investments** 4,871 3,587 3,231 2,439

5 Cash and Cash Equivalents 102 139 122 254

6 Current Investments 357 544 524 703

7 Current Assets 1,240 505 491 424

8 Current Liabilities & Provisions 4,952 3,830 3,506 3,083

9 Deferred Tax Liability 7 10 12 16

10 Gross Written Premium 2,664 3,466 3,257 3,000

11 EBITDA 64 83 77 46

12 EBIT 170 203 141 224

13 Interest - 0 0 0

14 Profit After Tax 118 151 104 195

15 Dividend including Dividend Distribution Tax - 81 48 31

16 Current Ratio 0.3 0.3 0.3 0.4

17 Interest Coverage Ratio - - - -

18 Gross Debt/Equity Ratio - - - -

19 Debt Service Coverage Ratio - - - -

Note: a) Non-current asset includes deferred tax and long term investments but is net off fair

value change account. b) Current investment is short term investments

43

Gross Debt Equity Ratio of the Issuer (Rs in Crore)

Particulars Pre-Issue of Debt - Nil (as on Sep 30, 2016)

Post Issue of Debt of Rs350crore

Total Debt 0 350 Shareholders’ Funds

• Share Capital 600.5 600.5

• Share Premium 824.6 824.6

• Reserve & Surplus (excluding Revaluation Reserve)

318.5 318.5

Net Worth 1,743.6 1,743.6 Gross Debt / Equity Ratio NA 0.2

Project Cost and Means of Financing, in Case of Funding of New Projects The funds being raised by the Issuer through the Issue are not meant for financing any particular project. The Issuer shall utilise the proceeds of the Issue as per the ‘Details of utilization of the proceeds’ mentioned in the term sheet. Details of contribution made by the Promoters or Directors either as part of the Issue or separately in furtherance of the Objects of the Issue Subject to compliance with applicable law and in particular the regulations issued by IRDAI, the Promoters may participate in the issue at the same terms and conditions as may be set for other investors. None of the Directors or Key Managerial Personnel or their relatives have any interest in the issue. Litigation Litigation involving the Company Inquiries, inspections or investigations under Companies Act There are no inquiries, inspections or investigations initiated or conducted against the Issuer under the Companies Act, 2013 or any previous company law in the last three years. Further, there are no prosecutions filed (whether pending or not), fines imposed, compounding of offences in the last three years involving the Issuer. Material Regulator Proceedings

Save as stated below, there were no material proceedings against the Issuer by any regulator. The IRDAI had conducted onsite inspection of the Issuer from October 29, 2012 to November 7, 2012. In respect of inspection observations, the Issuer submitted its response vide letter dated June 19, 2013. In June, 2016, IRDAI issued a show cause notice to the Issuer containing 23 charges and issued 12 advisories. The Issuer filed its response to the aforesaid show cause notice and is awaiting a further response /order from IRDAI. Tax Litigations Resulting in Material Liabilities The Issuer has pending litigations arising out of matters relating to Service tax and has received the order of Rs.21.69crore and equivalent amount of penalty along with interest thereon(Sep 30, 2015 Rs. 21.69 crore, March 31, 2016 –Rs. 21.69 crore). Based on expert advice in respect of these matters, the Management does not expect any outflow of economic benefits and assessed the likelihood of outflow of resources as remote.

44

Details of Acts of Material Frauds Committed Against the Issuer in the Last Three Years, if any, and if so, the Action Taken by the Issuer There are no material frauds committed against the Issuer during the last three years. Defaults in respect of dues payable The Issuer has no outstanding defaults in relation to statutory dues payable, dues payable to holders of any debentures (including interest thereon) or dues in respect of deposits (including interest thereon) or any defaults in repayment of loans from any bank or financial institution (including interest thereon). Litigation Involving the Promoters Litigation or Legal Action against Promoters taken by any Ministry, Department of Government or any Statutory Authority Save as stated below, there are no litigation or legal action against the Promoters taken by any Ministry, Department of Government or any Statutory Authority. The Supreme Court of India has, by way of an order dated July 22, 2015, directed HDFC Limited, one of the Promoters to pay a penalty of Rs.75,000 to SEBI for an inadvertent delay in filing a report under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. This pertained to the acquisition by HDFC Limited of equity shares on a preferential basis of Hindustan Oil Exploration Company Limited in 1997, which resulted in HDFC Limited holding 10.92% of the voting rights in Hindustan Oil Exploration Company Limited. HDFC has paid the penalty and thus settled the issue. Material Development The Issuer has acquired 100% shares of L&T General Insurance Company Ltd (LTGI) and subsequently renamed it as HDFC General Insurance Ltd (HGI). The Issuer and HGI have filed a Scheme of Arrangement for merger Issuer with HGI in the High Court of Judicature at Bombay on October 5, 2016.If the investors choose to subscribe to the Debentures proposed to be issued by the Issuer pursuant to this Information Memorandum, the investors will have to give their written consent, before the Deemed Date of Allotment, to the aforesaid Scheme of Arrangement for merger of the Issuer with HGI before the Deemed Date of Allotment. Further, after the aforesaid Scheme of Arrangement for merger is completed, the resulting entity being HGI shall undergo name change, in accordance with all the provisions of applicable law. Except as disclosed in this Information Memorandum, there has not been any material development post September 30, 2016 which would have impact on the financial position of the Issuer or its credit qualities.

45

DISCLOSURES PERTAINING TO WILFUL DEFAULT The Issuer has been categorised as a wilful defaulter, as defined under the SEBI Regulations, by the following banks or financial institutions or consortiums. None The year in which the entity is declared as a wilful defaulter Not applicable Outstanding amount when the entity is declared as a wilful defaulter Not applicable Name of the entity declared as a wilful defaulter Not applicable Steps taken, if any, for the removal from the list of wilful defaulters Not applicable Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions Not applicable Any other disclosure as specified by SEBI Not applicable Any promoters or directors of the Issuer categorised as a wilful defaulter None

46

FINANCIAL INFORMATION Audited Standalone Financial Information of the Issuer In September 2016, the Issuer has acquired 100 % shareholding of L&T General Insurance Company Limited (LTGI), now renamed as HDFC General Insurance Ltd (HGI), thus making HGI its subsidiary. The standalone financial information of the Issuer is provided herein below: Statement of Profit and Loss

(Rs in crore)

Particulars H1FY17 FY2016 FY2015 FY2014

Gross written premium 2,664 3,466 3,257 3,000

Net written premium 1,186 1,898 1,778 1,766

Net Earned Premium 1,043 1,709 1,674 1,585

Reinsurance Commission 299 402 325 302

Other Income 0 1 0 0

Total income 1,342 2,111 1,999 1,888

Net incurred claims 792 1,244 1,318 1,275

Commission expenses 144 252 228 205

Operating expenses 441 766 623 447

Other expenses 14 7 5 2

Total expenses 1,391 2,269 2,175 1,929

Underwriting result -49 - 157 - 176 -41

Investment Income 218 360 316 265

Profit before tax 170 203 141 224

Tax expense 52 51 37 29

Profit after tax 118 151 104 195

Earnings per share (Face value Rs.10/- per share)

• Basic 2.16 2.81 1.95 3.70

• Diluted 2.15 2.79 1.94 3.66

Solvency ratio 1.52 1.67 1.65 1.60

Balance Sheet

(Rs in crore)


SOURCES OF FUNDS

Share Capital 600 539 539 529

Reserves & Surplus 1,143 531 461 353

Fair Value Change Account 10 -18 12 1

Borrowings - - 0 0

Deferred Tax Liability 7 10 12 16 TOTAL 1,761 1,061 1,024 899

APPLICATION OF FUNDS

Investments 4,672 4,113 3,767 3,143

Investments in Subsidiary 566

Loans - - - -

Fixed Assets 133 135 150 161 CURRENT ASSETS

Cash and Bank Balances 102 139 122 254

Advances and Other Assets 1,240 505 491 424 Sub-Total (A) 1,341 644 613 678 CURRENT LIABILITIES 3,374 2,413 2,279 1,962

47

Provisions 1,578 1,417 1,227 1,121 Sub-Total (B) 4,952 3,830 3,506 3,083 NET CURRENT ASSETS (C) = (A - B) -3,611 -3,186 -2,893 -2,405

Misc. Expenditure (to the extent not written off or adjusted) - - - -

Profit & Loss Account (Debit Balance) - - - - TOTAL 1,761 1,061 1,024 899

Cash Flow Statement

(Rs in crore)


Cash flows from operating activities

Premium received from policyholders, including advance receipts 2,330 3,942 3,477 3,250

Other receipts - - - -

Payments to re-insurers, net of commission and claims (272) (290) (335) (382)

Payments to co-insurers, net of claims recovery 34 10 (25) (2)

Payments of claims (1,021) (2,183) (1,836) (1,544)

Payments of commission and brokerage (157) (292) (263) (226)

Payments of other operating expenses (399) (739) (566) (439)

Preliminary and pre-operative expenses - - - -

Deposits, advances and staff loans (18) (7) (1) (4)

Income taxes paid (Net) (Including wealth tax) (39) (56) (24) (45)

Service tax paid (135) (244) (235) (230)

Other payments - - - - Cash flow before extraordinary items 321 142 192 378

Cash flow from extraordinary items - - - - Net cash flow from operating activities (A) 321 142 192 378

- - - Cash flows from investing activities

- - -

Purchase of fixed assets (15) (17) (35) (63)

Proceeds from sale of fixed assets 0 0 0 0

Purchase of investments (2,528) (1,475) (1,539) (1,505)

Loans disbursed - - - -

Sale of investments 1,383 1,196 994 1,076

Application Money for investments - - (2) -

48

Rent/Interest/Dividend received 153 314 282 213

Investments in money market instruments and in liquid mutual funds (Net) 82 (64) (40) 6

Expenses related to investments - - - - Net cash used in investing activities (B) (925) (45) (339) (273)

Cash flows from financing activities

Proceeds from issuance of share capital and share premium 556 - 63 1

Receipt of Share application money pending allotment - - - -

Proceeds from borrowing - - - -

Repayments of borrowing - (0) (0) (0)

Interest - (0) (0) (0)

Dividend paid (Including dividend distribution tax) - (81) (48) (31) Net cash (used in) / flow from financing activities (C) 556 (81) 14 (30)

- - -

Effect of foreign exchange rates on cash and cash equivalents (Net) (D) (0) (0) (0) (0)

- - -

Net increase / (decrease) in cash and cash equivalents (A + B + C + D) (48) 16 (133) 75

- - -

Cash and cash equivalents at the beginning of the year 138 121 254 179

Cash and cash equivalents at the end of the year 90 138 121 254

49

Consolidated Financials for the period ended September 30, 2016 Revenue Account

(Rs. in Crore)

ParticularsPeriod Ended

Sep 30, 2016

Premiums Earned (Net) 1,055.8

Profit/Loss on Sale/Redemption of Investments (Net) 30.2

Accretion/(Amortisation) of Debt Securities 0.1-

Others:

Investment Income from Terrorism Pool 0.6

Miscellaneous Income/Liabilities written back 0.5

Interest, Dividend and Rent – Gross 125.2

TOTAL (A) 1,212.1

-

Claims Incurred (Net) 799.1

Commission (Net) 164.7-

Operating Expenses Related to Insurance Business 448.8

Premium Deficiency -

TOTAL (B) 1,083.3

-

Operating Profit/(Loss) (A-B) 128.8

-

Exceptional Item (Refer note 27 of Schedule 16) -

Operating Profit/(Loss) after exceptional item 128.8

APPROPRIATIONS -

Transfer to Shareholders' Account 128.8

Transfer to Catastrophe Reserve -

Transfer to Other Reserves -

TOTAL (C) 128.8

50

Profit & Loss Account

(Rs. in Crore)

Balance Sheet

(Rs. in Crore)

Sources Of Funds As at

Sep 30, 2016

Share Capital 600

Reserves And Surplus 1,158

Fair Value Change Account 11

Borrowings -

Deferred Tax Liability 7

Total 1,776

-

OPERATING PROFIT/(LOSS) For the Period

ended Sep 30, 2016

Fire Insurance 2.2

Marine Insurance 16.3-

Miscellaneous Insurance 142.9

128.8

INCOME FROM INVESTMENTS

Interest, Dividend and Rent – Gross 57.3

Profit on sale of investments 13.3

Less: Loss on sale of investments -

Accretion/(Amortisation) of Debt Securities 0.0-

OTHER INCOME -

TOTAL (A) 199.4

PROVISIONS (OTHER THAN TAXATION)

For dimunition in the value of investments -

For doubtful debts 0.1

For doubtful advances 0.7

0.8

OTHER EXPENSES -

Expenses other than those related to insurance business -

Employees' related remuneration and welfare benefits 2.7

Corporate Social Responsibility Expenses 1.2

Bad debts written off -

Directors Fees -

Amalgamation Expenses 10.6

TOTAL (B) 15.3

PROFIT/(LOSS) BEFORE TAX 184.1

Provision for Taxation

- Current Tax / Minimum Alternate Tax (MAT) 54.2

- Deferred Tax 2.6-

PROFIT/(LOSS) AFTER TAX 132.5

EARNINGS PER SHARE (Basic) (in `) 2.42

EARNINGS PER SHARE (Diluted) (in `) 2.41

51

Application Of Funds -

Investments 5,330

Loans -

Fixed Assets 563

Current Assets -

Cash And Bank Balances 109

Advances And Other Assets 1,293

Sub-Total (A) 1,402

Current Liabilities 3,765

Provisions 1,754

Sub-Total (B) 5,519

Net Current Assets/(Liabilities) (C) = (A-B) -4,117

Total 1,776

Summary of Reservations or Qualifications or Adverse Remarks of Auditors in the Last Five Financial Years Immediately Preceding the Year of Circulation of this Information Memorandum and of their Impact on the Financial Statements and Financial Position of the Issuer and the Corrective Steps Taken and Proposed to be Taken by the Issuer for each of the said Reservations or Qualifications or Adverse Remark None in the last five financial years Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Issuer None in the last three financial years Related Party Transactions entered during the last Three Financial Years immediately preceding the Year of circulation of this Information Memorandum including with regard to Loans Made or, Guarantees Given or Securities Provided

(Rs in lac)

Particulars

Holding Company Fellow subsidiaries* Investing Party and its group

companies Key Management Personnel

(Incl relatives)

FY16 FY15 FY14 FY16 FY15 FY14 FY16 FY15 FY14 FY16 FY15 FY14

INCOME

Interest, Dividend and Rent-Gross

985 1,051 1,058 117 117 100 - - - - - -

Premium from direct business written-net of service tax*

700 584 547 260 206 961 - - - 1 0 0

Commission received on Reinsurance ceded

- - - - - - 72 85 7 - - -

Claims on Re-insurance ceded

- - - - - - 78 64 7 - - -

Other Income 2 2 2 - - - - - - - - -

Total 1,687 1,637 1,607 377 323 1,061 150 150 14 1 0 0

EXPENSES - - - - - - - - - - - -

Rent, rates and taxes 639 649 649 - - - - - - - - -

Electricity expenses 33 56 30 - - - - - - - - -

Claims paid direct 9 2 1 11 42 4 - - - - - -

Commission paid 0 0 (2) 1,826 1,780 1,632 - - - - - -

Premium on Reinsurance ceded

- - - - - - 1,112 1,209 351 - - -

Dividend 4,958 2,975 1,954 - - - 1,740 1,044 686 - - -

52

Particulars

Holding Company Fellow subsidiaries* Investing Party and its group

companies Key Management Personnel

(Incl relatives)

FY16 FY15 FY14 FY16 FY15 FY14 FY16 FY15 FY14 FY16 FY15 FY14

Legal and Professional charges

- - - 1 7 37 - - - - - -

Employees’ remuneration and welfare benefits

- - - - - - - - - 646 582 363

Insurance Premium - - - 81 81 90 - - - - - -

Others 139 124 83 - - - - - - - - -

Total 5,778 3,805 2,715 1,919 1,909 1,763 2,852 2,253 1,037 646 582 363

ASSETS - - - - - - - - - - - -

Investments 12,067 12,566 10,992 1,217 1,218 1,220 - - - - - -

Income accrued on investments

438 602 587 2 2 2 - - - - - -

Total 12,505 13,168 11,579 1,219 1,221 1,222 - - - - - -

LIABILITIES - - - - - - - - - - - -

Transactions during the year:

- - - - - - - - - - - -

- Share Capital - 555 - - - - - 195 - - - -

- Share Premium - 3,885 - - - - - 1,365 - - - -

Unallocated premium 59 58 56 15 12 13 - - - - - -

Agents’ Balances 0 - (0) 234 191 167 - - - - - -

Others - - - - - - - - - - - -

Balance due to other insurance companies

- - - - - - 409 621 16 - - -

Other Payables 7 - - - - - - - - - -

Total 60 4,505 56 249 202 180 409 2,181 16 - - -

* includes transaction with HDFC Investment Trust & HDFC Investment Trust II (Entity over which control is exercised by the Holding Company)

Transactions included above which are in excess of 10% of the total related transactions of the same type are given below for the Financial Year 2015-2016: Particulars HDFC

Standard Life Insurance Company Limited

GRUH Finance Limited

HDFC Sales Private Limited

HDFC Realty Limited

Munich Re


Ritesh Kumar (Incl relatives) (KMP)

Mukesh Kumar (Incl relatives) (KMP)

INCOME - - - -


- 117 - - - - - -

Premium from direct business written-net of service tax

46 4 96 22 - - 1 0


- - - - 72

- - -


- - - - 78

- - -

Other Income - - - - - - - -

Total 46 121 96 22 150

- 87 23

EXPENSES - - - - -

- - -

Rent, rates and taxes

- - - - - - - -

Electricity expenses

- - - - - - - -

53

Claims paid direct

10 - - - - - - -

Commission paid - - 1,826 - - - - -


- - - - 1,112

- - -

Dividend - - - - - 1,740 - -


- - - 1 - - - -


- - - - - - 459 187

Insurance Premium

81 - - - - - - -

Others - - - - - - - -

Total 91 - 1,826 1 1,112 1,740 459 187

ASSETS - - - - -

- - -

Investments - 1,217 - - - - - -


- 2 - - - - - -

Total - 1,219 - - - - - -

LIABILITIES - - - - -

- -

- - - - -

- - -

Transactions during the year :

- - - - -

- - -

- Share Capital - - - - - - - -

- Share Premium - - - - - - - -

Unallocated premium

384 - 6 1 - - - -

Agents’ Balances - - 234 - - - - -


- - - - 409

- - -

Total 4 - 241 1 409 - - -



Gruh Finance Limited


HDFC Realty Limited

Munich Re


Ritesh Kumar (KMP)

Mukesh Kumar (KMP)

INCOME


- 117 - - - - - -


22 4 78 9 - - 0

-


- - - - 85

- - -


- - - - 64

- - -

Other Income - - - - - - - -

Total 22 121 78 9 150

- 0

-

EXPENSES

54

Rent, rates and taxes - - - - - - - -

Electricity expenses - - - - - - - -

Claims paid direct 42 - - - - - - -

Commission paid - - 1,780 - - - - -


- - - - 1,209

- - -

Dividend - - - - - 1,044 - -


- - - 7 - - - -


- - - - - - 413

169

Insurance Premium 81 - - - - - - -

Others - - - - - - - -

Total 122 - 1,780 7 1,209

1,044 413

169

ASSETS - - - - -

- -

-

Investments - 1,218 - - - - - -


- 2 - - - - - -

Total - 1,221 - - - - - -


-

-

- - - - -

- -

-

Transactions during the year :

- - - - -

- -

-

- Share Capital - - - - - 195 - -

- Share Premium - - - - - 1,365 - -

Unallocated premium 443 - 1 2 - - - -

Agents’ Balances - - 191 - - - - -


- - - - 621

- - -

Total 4 - 192 2 621

1,560 - -



HDFC Asset Management Company Limited


HDFC Realty Limited

Munich Re


Ritesh Kumar (KMP)

INCOME


- - - - - - -


799 68 70 568 - - 0


- - - - 7

- -

Claims on Re-insurance ceded - - - - 7

- -

Other Income - - - - -

- -

55

Total 799 68 70 6 14

- 0

EXPENSES

Rent, rates and taxes - - - - - - -

Electricity expenses - - - - - - -

Claims paid direct 3.91 - - - - - -

Commission paid - - 1,632 - - - -


- - - - 351 - -

Dividend - - - - - 686 -


- - - 37 - - -


- - - - - - 363

Insurance Premium 90 - - - - - -

Others - - - - - - -

Total 94 - 1,632 37 351 686 363

ASSETS - - - - -

- -

Investments - - - - - - -


- - - - - - -

Total - - - - - - -


- -

Unallocated premium 622 - 4 1 - - -

Agents’ Balances - - 167 - - - -


- - - - 16

- -

Total 6 - 171 1 16

- -

56

TERMS OF THE ISSUE

Summary Term Sheet

Security Name 7.60% HDFC ERGO 9Nov2026

Issuer HDFC ERGO General Insurance Company Ltd

Type, Nature and Seniority of Instrument

Unsecured, subordinated, fully paid-up, listed, redeemable and non-convertible debentures (NCD)

Mode of Issue Private Placement

Issue Series 2016-17/1

Issue Size Rs. 350 crore

Option to Retain Oversubscription None

Face Value Rs. 10,00,000 per Debenture

Issue Price At par

Minimum Application 10 Debentures and in multiple of 1 Debenture thereafter

Tenor 10 years

Redemption Date 10 years from the Deemed Date of Allotment

Redemption Premium / Discount Nil (Redeemed at par i.e Rs. 10,00,000)

Redemption Amount Rs. 10,00,000 per Debenture

Coupon Rate 7.60% per annum

Step Up / Step Down Coupon Rate Not applicable

Put / Call Option Call Option: At the end of five years from the deemed date of allotment. Such call option may be exercised by the Issuer with the prior approval of IRDAI and in accordance with the IRDAI Regulations. Put Option: None

Call Option Date Five years from the Deemed Date of Allotment

Call Option Price Rs. 10,00,000 per Debenture

Put Option Date Not applicable

Put Option Price Not applicable

Put Notification Time Not applicable

Call Notification Time In the event that the Issuer is desirous of exercising the Call Option, the Issuer shall provide notice to the Debenture Holders (with a copy marked to the Debenture Trustee) in relation to exercise of the Call Option at least 15 (Fifteen) calendar days prior to the relevant Call Option Date Upon issuance of the notice, the Issuer shall compulsorily redeem the Debentures identified in the notice on the relevant Call Option Date along with accrued interest, if any.

Coupon Payment Frequency Annual and on maturity

Coupon Payment Dates Refer “Indicative Cashflow Schedule “

Coupon Type Fixed

Coupon Reset Process None

Day Count Basis Actual / Actual

Interest Payment Clause As per IRDAI Regulations, payment of interest on the coupon payment dates shall be governed by the following conditions:

• Where the impact of payment of interest may result in

57

net loss or increase the net loss of the Issuer, prior approval of IRDAI shall be required for payment of interest.

• In case the solvency of the Issuer has fallen below the minimum regulatory requirements prescribed by IRDAI or any interest payment would result in its solvency falling below or remaining below the minimum regulatory requirement specified by IRDAI, the issuer shall not be liable to pay interest for that financial year

• The interest due for a particular year shall not be cumulative i.e. interest missed in a year will not be paid in future years. However, any interest due and remaining unpaid may be paid in the subsequent financial years subject to the Issuer being in compliance with regulation 3(vii) of the IRDAI Regulations.

• Any unpaid interest being paid on a future date shall be compounded at the coupon rate.

Interest on Application Money Interest on Application Money is payable at the applicable coupon rate (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the I.T. Act or any statutory modification or re-enactment thereof), will be paid on the entire Application Money on all valid applications. The same will be released within 30 days from the date of Allotment. Such interest shall be paid for the period commencing from the date of receipt of funds up to one day prior to the date of allotment. No interest on Application Money would be payable in cases of invalid Applications.

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

• Indian promoter as defined under the Insurance Regulatory and Development Authority of India (Registration of Indian Insurance Companies) Regulations, 2000, as amended from time to time which means:

• Company formed under Companies Act, which is not a subsidiary as defined under the Act;

• Core investment company (as per the Core Investment Companies (Reserve Bank) Directions, 2011);

• Banking company (Banking Regulation Act, 1949), but does not include a foreign bank or branch thereof functioning in India;

• Public financial institution (as per Companies Act);

• Co-operative society registered under any relevant law for the time being in force;

• a person, who is an Indian citizen or a combination of persons who are Indian citizens;

• a limited liability partnership formed under

58

the Limited Liability Partnership Act, 2008 with no partner being a non-resident entity/person resident outside India as defined under the Foreign Exchange Management Act, 1999 and not being a foreign limited liability partnership registered thereunder



• Other persons as may be approved by IRDAI. All investors are required to comply with the relevant regulations / guidelines applicable to them for investing in this issue of Debentures

Objects of the Issue Further strengthening the Issuer’s solvency by way of augmenting its capital under ‘Other Forms of Capital’ to facilitate growth of the Issuer.

Details of Utilization of the Proceeds

The issue is being made pursuant to applicable regulations and would help the Issuer in meeting its long term growth plan objectives without dilution of its equity capital.

Issuance Mode In demat mode only

Trading Mode In demat mode only

Credit Rating “AAA” by CRISIL and “AAA” by ICRA

Listing The Debentures are proposed on the WDM Segment of BSE in accordance with the terms of the applicable laws. Please also refer to “Additional Covenants” as provided herein below

Trustees IDBI Trusteeship Services Limited

Depository National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”)

Registrars Karvy Computershare Pvt Limited

Settlement Mode All cheques / drafts must be made payable to “HDFC ERGO General Insurance Company Limited” and crossed “A/c PAYEE ONLY”. Alternatively, payment can be made through RTGS transfer as per the banking details given in the term sheet. Eligible Investors to note that no payment shall be accepted in cash.

Business Day Convention A “Business Day”/ “Working Day” means any day on which commercial banks are open for business in Mumbai, India, not being a Saturday, Sunday or a Public holiday. If any Coupon Payment Date falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day along with

59

interest for such additional period. Further, interest for such additional period so paid, shall be deducted out of the interest payable on the next Coupon Payment Date. If the Redemption Date (also being the last Coupon Payment Date) of the Debentures falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment. In the event the Record Date falls on a day which is not a Business Day,the immediately succeeding Business Day will be considered as the Record Date.

Record Date 15 calendar days before the Coupon Payment Date / Redemption Date

Transaction Documents The Issuer has executed / shall execute the documents including but not limited to the following in connection with the Issue:

• This Information Memorandum issued in accordance with the SEBI Regulations, the Companies Act, the Companies (Prospectus and Allotment of Securities) Rules, 2014 and IRDAI Regulations;

• Debenture Trusteeship Appointment Agreement with IDBI Trusteeship Services Limited;

• Debenture Trust Deed

• Listing Agreement with BSE Conditions Precedent to Subscription of Debenture

The subscription from investors shall be accepted for allocation and allotment by the Issuer subject to the following:

• IRDAI approval dated October18, 2016 for raising subordinated debt under ‘Other forms of Capital’;

• Rating letter(s) from CRISIL and ICRA dated October 17, 2016 &September19, 2016(revalidated on November 3, 2016)respectively;

• Letter from the IDBI Trusteeship Services Limited dated October 04, 2016 conveying their consent to act as Debenture Trustees for the Debenture Holder(s); and

• Letter from BSE dated October13, 2016 conveying its in-principle approval for listing of Debentures

Conditions Subsequent to Subscription of Debenture

The Issuer shall ensure that the following documents are executed/ activities are completed as per time frame mentioned elsewhere in this Information Memorandum:

• Credit of demat account(s) of the allottee(s) by number of Debenture allotted within two Business Days from the Deemed Date of Allotment; and

• Listing the Debentures within 15 days from the Deemed Date of Allotment.

Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned elsewhere in this Information Memorandum.

Events of Default If the Issuer commits a default in making payment of any

60

instalment of interest or repayment of principal amount of the Debentures on the respective due date(s), the same shall constitute an “Event of Default” by the Issuer.

Cross Default Not applicable

Role and Responsibilities of Trustees

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

Governing Law and Jurisdiction The Debentures are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof shall be subject to the jurisdiction of courts of Mumbai.

Additional Covenants Security Creation: Not applicable Default in payment: In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of atleast 2% per annum over the coupon rate will be payable by the Company for the defaulting period. Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the company will pay penal interest of atleast 1% per annum over the coupon rate from the expiry of 30days from the deemed date of allotment till the listing of such debt securities to the investor. The company will make available adequate funds for this purpose.

Default Coupon Rate 7.60% per annum

Issue Opening Date November9, 2016

Issue Closing Date November 9, 2016

Pay-in Date(s) November 9, 2016

Deemed Date of Allotment November 9, 2016

Relevant Guidelines In addition to the IRDAI Regulations, this issuance would adhere to the following guidelines/regulations:

• The SEBI Regulations

• The Companies Act

• The SEBI LODR Regulations

• FEMA read with rules and regulations made thereunder; and

• Any other guidelines / regulations applicable for private placement of listed debt securities

61

The Issuer reserves its sole and absolute right to modify (pre-pone / postpone) the above issue schedule without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by the Issuer. The Issuer also reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any notice. In case if the Issue Closing Date / Pay in Dates is/are changed (pre-poned / postponed), the Deemed Date of Allotment may also be changed (pre-poned / postponed) by the Issuer at its sole and absolute discretion. Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates and/or Redemption Date may also be changed at the sole and absolute discretion of the Issuer. Other Terms and Conditions of the Debentures Common form of Transfer The Debentures issued under this Issue would only be in dematerialised form and there would be no physical certificates of the Debentures issued. Pursuant to listing, trading in the Debentures will be in the compulsory demat segment of the stock exchanges. The market lot will be one Debenture. Since the Debentures are being issued only in dematerialised form, odd lots will not arise either at the time of issuance or at the time of transfer of the Debentures. However, the Issuer shall stipulate a common transfer form for physical holdings if at any time Debentures in physical form come into existence due to exercise of a rematerialisation option provided by the Depository to any Investor. Information related to Terms of the Offer The Debentures being offered are subject to the provisions of the Companies Act, the Memorandum and the Articles, the terms of this Information Memorandum, the Application Form and other terms and conditions as may be incorporated in the letter(s) of Allotment and/or debenture certificate(s). Over and above such terms and conditions, the Debentures shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital issued from time to time by IRDAI, SEBI, the Government of India, RBI and/or other authorities and other documents that may be executed in respect of the Debentures. Authority for the Issue The Issue has been authorised by the Issuer through the resolution(s) passed by the Board of directors of the Issuer and the shareholders of the Issuer (in a general meeting) on September 16, 2016. The Issuer confirms that the aggregate borrowing post-Issue would be less than the aggregate of share capital and free reserves of the Issue. Additionally, pursuant to the IRDAI Regulations, IRDAI has pursuant to its letter dated October18, 2016 has granted its approval to the Issuer for the Issue. No further approvals are required from any Government authority for the Issue. Nature of Debentures The instrument is to be issued in the form of unsecured, subordinated, fully paid-up, listed, redeemable, non-convertible debentures.

62

Offer Procedure Allotment Letter(s) / Debenture Certificate(s) / Refund Orders The beneficiary account of the investor(s) with NSDL / CDSL / Depository Participant will be given initial credit within two Business Days from the Deemed Date of Allotment. The initial credit in the account will be akin to the letter of Allotment. On completion of the all statutory formalities, such credit in the account will be akin to a Debenture certificate. Who can apply? These categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures:

• Indian promoter as defined under the Insurance Regulatory and Development Authority of India (Registration of Indian Insurance Companies) Regulations, 2000, as amended from time to time which means:

o Company formed under the Companies Act, which is not a subsidiary as defined under the Act;

o Core investment company (as per the Core Investment Companies (Reserve Bank) Directions, 2011);

o Banking company (Banking Regulation Act, 1949), but does not include a foreign bank or branch thereof functioning in India;

o Public financial institution (as per Companies Act); o Co-operative society registered under any relevant law for the time being in

force; o a person, who is an Indian citizen or a combination of persons who are Indian

citizens; o a limited liability partnership formed under the Limited Liability Partnership Act,

2008 with no partner being a non-resident entity/person resident outside India as defined under the Foreign Exchange Management Act, 1999 and not being a foreign limited liability partnership registered thereunder.



• Other persons as may be approved by IRDAI. All investors are required to comply with the relevant regulations / guidelines applicable to them for investing in this issue of Debentures. Availability of Information Memorandum and Application Forms This Issue is a private placement of Debentures. Only Eligible Investors can subscribe to these Debentures

63

Mode of Payment All cheques / drafts must be made payable to HDFC ERGO General Insurance Company Limited and crossed “A/C PAYEE ONLY”. Alternatively, payment can be made through RTGS transfer as per banking details given in the term sheet. Eligible Investors to note that no payment shall be accepted in cash. Submission of Completed Application Forms All Applications duly completed and accompanied by account payee cheques shall be submitted at the Issuer’s office. Procedure for applications by Mutual Funds and Multiple Applications 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:

• SEBI registration certificate;

• Resolution authorising investment and containing operating instructions; and

• Specimen signatures of authorised signatories. Despatch of Refund Orders The Issuer shall ensure dispatch of refund orders by registered post or speed post or courier service and adequate funds for the purpose shall be made available. Alternatively, payment can be made through electronic transfer as per banking details given in the application form. Minimum Application Size The application must be made for a minimum of 10 Debentures. Depository Arrangement The Issuer has made depository arrangements with NSDL and CDSL for issue and holding of the Debentures in dematerialised form. As per the provisions of Depositories Act, 1996, the Debentures issued by the Issuer should be held in a dematerialised form, i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through electronic mode. In this context:

• The Tripartite Agreements have been executed.

• An applicant has the option to seek allotment of Debentures in electronic mode only.

• An applicant who wishes to apply for Debentures in the electronic form must have at least one beneficiary account with any of the Depository Participants of NSDL or CDSL prior to making the application.

• The applicant seeking allotment of Debentures in the electronic form must necessarily fill in the details (including the beneficiary account number and Depository Participant’s ID) appearing in the Application form under the heading ‘Request for Debentures in Electronic Form’.

• Debentures allotted to an applicant in the electronic account form will be credited directly to the applicant’s respective beneficiary account(s) with the Depository Participant.

• For subscription in electronic form, names in the application form should be identical to those appearing in the account details in the Depository. In case of joint holders, the

64

names should necessarily be in the same sequence as they appear in the account details in the Depository.

• In case of allotment of Debentures in electronic form, the address, nomination details and other details of the applicant as registered with his/her Depository Participant 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 Depository Participant. In case the information is incorrect or insufficient, the Issuer would not be liable for losses, if any

Face Value Each Debenture shall have a face value of Rs. 10,00,000/- (Rupees ten lakhs only). Payment on Application The full face value of the Debentures applied for, is to be paid along with the Application Form. The Application Money must be paid from the bank account of the Eligible Investor who wishes to subscribe to the Debentures by submitting a valid Application Form. Deemed Date of Allotment The Deemed Date of Allotment is as per the “Summary Term Sheet” as provided hereinabove. Minimum Lot Size The minimum lot size for trading of the Debentures on the BSE is proposed to be 1 (One) Debenture. Payment of Interest The Issuer shall, until the Debentures are redeemed or paid off, pay to the Debenture Holder, interest on the Debentures as shall remain unpaid for the time being at the Coupon Rate. Interest shall accrue, at the Coupon Rate, on the outstanding value of the Debentures. For the first year, the interest shall accrue from the Deemed Date of Allotment and the payment shall be made on the first Coupon Payment Date. Thereafter interest payment shall be made on each subsequent coupon payment dates till the Redemption Date. All interest payments are subject to deduction of tax at source at prevailing rates which are to be grossed up by the Issuer. The interest shall be payable by cheque/ demand /NEFT/interest warrant or through RTGS transfer. In the event of the Issuer not receiving any notice of transfer on the Record Date i.e. 15 (fifteen) calendar days before the Coupon Payment Dates, the transferee(s) for the Debenture shall not have any claim against the Issuer in respect of amount so paid to the registered Debenture Holders The interest shall be computed on the basis of actual / actual. Wherever the signature(s) of such transferor(s) in the intimation sent to the Issuer is/are not in accordance with the specimen signature(s) of such transferor(s) available on the records of the Issuer, all payments on such Debenture(s) will be kept at abeyance by the Issuer till such time as the Issuer is satisfied in this regard. No interest / interest on interest shall accrue on the Debentures after the date of maturity of the respective instruments. The last interest payment will be proportionately made on the Redemption Date.

65

Interest on Application Money Interest on Application Money is payable at the applicable coupon rate (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the I.T. Act or any statutory modification or re-enactment thereof), will be paid on the entire application money on all valid applications. The same will be released within 30 days from the Date of Allotment. Such interest shall be paid for the period commencing from the date of realisation of the cheque(s)/draft(s) up to one day prior to the date of Allotment. The interest warrants will be dispatched by registered post at the sole risk of the applicant, to the sole/first applicant. No interest on Application Money would be payable in cases of invalid Applications. Effect of Holidays If any Coupon Payment Date falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day along with interest for such additional period. Further, interest for such additional period so paid, shall be deducted out of the interest payable on the next Coupon Payment Date. If the Redemption Date (also being the last Coupon Payment Date) of the Debentures falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment. In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will be considered as the Record Date. Tax Deduction at Source Income tax will be deducted at source from interest on Application Money as per applicable provisions of the I.T. Act and as applicable from time to time. In respect of interest on Application Money, the relevant document (Form 15AA / 15H) should be submitted along with the application form. Where any deduction of Income Tax is made at source, the Issuer shall send to the Debenture Holder a Certificate of Tax Deduction at Source. Mode of Transfer Transfer of Debentures in dematerialised form would be in accordance with the rules / procedures as prescribed by NSDL / CDSL / Depository participant. The mode of interest / redemption amounts shall be undertaken in the following order of preference: Real Time Gross Settlement (“RTGS”) An Applicant having a bank account with a branch which is RTGS enabled in accordance with the information available on the website of the RBI and whose payment amount exceeds Rs. 2 lakh (or as may be specified by the RBI from time to time) shall be eligible to receive money through RTGS, provided the demographic details downloaded from the Depositories contain the nine digit MICR code of the Applicant’s bank which can be mapped with the RBI data to obtain the corresponding Indian Financial System Code (“IFSC”). Charges, if any, levied by the Refund Bank for the same would be borne by the Issuer. Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by such Applicant. The Issuer shall not be responsible for any delay to the Debenture Holder receiving credit of interest or redemption amount so long as the Issuer has initiated the payment process in time.

66

Cheques or Demand Drafts Payments by cheques or demand drafts shall be made in the name of the Debenture Holders whose names appear in the Register of Debenture Holders as maintained by the Issuer or from the register of beneficial owners as provided by the Depositories. All cheques or demand drafts as the case may be, shall be sent by registered / speed post / courier service at the Debenture Holders’ sole risk. Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act, 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014, as amended from time to time, and circulars issued by Government of India in this regard. Declaration regarding Non-Default The Issuer confirms that it has not defaulted on any interest payment or redemption payment on any series of Debentures, issued by it from the date of its inception. Rights of Debenture Holders The Debenture Holders will not be entitled to any rights and privileges of shareholders other than those available to them under statutory requirements. The Debenture shall not confer upon the Debenture Holder the right to receive notice, or to attend and vote at the general meetings of the Issuer. The Debentures shall be subjected to other usual terms and conditions incorporated in the Debenture certificate(s) that will be issued to the allottee(s) of such Debentures by the Issuer. Modification of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a special resolution passed at a meeting of the Debenture holders, provided that nothing in such consent or resolution which modifies or varies the terms and conditions of the Debentures shall be operative against the Issuer, if the same are not accepted by the Issuer. Payment on Redemption The payment of the redemption amount of the Debentures will be made by the Issuer to the registered Debenture Holders recorded in the books of the Issuer and in the case of joint holders, to the one whose name appears first in the register of Debenture Holders as on the record date. In the event of the Issuer not receiving any notice of transfer, before the record date, the transferee(s) for the Debenture(s) shall not have any claim against the Issuer in respect to the amount so paid to the registered Debenture Holders. The Debentures held in the dematerialised form shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holders whose name appears in the register of Debenture Holders on the record date. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture Holders. On such payment being made, the Issuer will inform NSDL / CDSL and accordingly the account of the Debenture Holders with NSDL / CDSL will be adjusted. The Issuer’s liability to the Debenture Holders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events.

67

Further the Issuer will not be liable to pay any interest or compensation from the dates of such redemption. Future Borrowings The Issuer shall be entitled from time to time to make further issue of Debentures and to raise further loans, advances or such other facilities from banks, financial institutions and / or any other person(s) on the security or otherwise of its assets without any further approval from the Debenture Holders and in accordance with the regulations prescribed by IRDAI in this regard. Transferability of Debentures All requests for transfer of securities / other documents should be sent to the office of the Registrar of issue. Right to accept / reject Applications The Issuer is entitled at its sole and absolute discretion to accept or reject any Application, in part or in full, without assigning any reason. Application Forms which are incomplete or which do not fulfill the terms and conditions indicated on the reverse of the Application Form are liable to be rejected. Basis of Allocation / Allotment The Issuer will decide the basis of Allotment. The issuer reserves the right to reject any/all Applications at its sole discretion, without assigning any reason whatsoever. Documents to be provided by Eligible Investors Eligible Investors need to submit the following documentation, along with the Application Form, as applicable:

• The memorandum and articles of association / documents governing constitution;

• Resolution authorising investment in Debentures;

• Certified true copy of the power of attorney, if applicable;

• Form 15 AA for investors seeking exemption from tax deduction at source from interest on the Application Money;

• Specimen signatures of the authorised signatories duly certified by an appropriate authority;

• SEBI registration certificate (for mutual funds);

• Certified copy of the Permanent Account Number card. Dispatch of Documents The refund orders and cheques / demand drafts / other instruments of payment, as the case may be, shall be dispatched by registered post / courier or by hand delivery to the address of the holder whose name appears first in the register of Debenture Holders. This will be at the sole risk of the addressee. Debenture Holder not a Shareholder The Debenture Holders will not be entitled to any of the rights and privileges available to the shareholders of the Issuer.

68

Governing Law The Debentures are governed by and shall be construed in accordance with the existing Indian laws. Any dispute arising thereof will be subject to the jurisdiction at the city of Mumbai. Discount on the Offer Price of the Debentures The Debentures are being issued at face value and without any discount to the Issuer price. Servicing Behaviour on Existing Debts Not applicable Permission / Consent from Existing Creditors for Creation of any Charges in Favour of the Trustee The Debentures are unsecured and no charge is required to be created in favour of the Trustees. Name of the Debenture Trustee(s) The Debentures being issued hereunder are unsecured in nature. Hence there would be no trust deed in relation to the Issue for securing the interests of the Debenture Holders by creation of any charge over the properties of the Issuer. To protect the interests of the Debenture Holders, the Issuer would be entering into a Debenture Trusteeship Appointment Agreement in respect of the Issue. IDBI Trusteeship Services Limited, through its letter no. 3969/ITSL/OPR/CL/2016-17/DEB/687 dated October 4, 2016 has given its consent to the Issuer for its appointment as the Debenture Trustee in accordance with Regulation 4(4) of the SEBI Regulations. The consent letter no. 3969/ITSL/OPR/CL/2016-17/DEB/687 dated October 4, 2016 is enclosed as Annexure V to this Information Memorandum. The address of the Debenture Trustee is as follows: IDBI Trusteeship Services Limited Registered Office: Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate Mumbai – 400 001 Rating Rationale Adopted by Rating Agencies AAA (Stable) by CRISIL for Rs. 350 crore and AAA (Stable) by ICRA for Rs. 350 crore. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have a right to suspend or withdraw the rating at any time on the basis of new information etc. Listing of Debentures Listing of the Debentures is proposed to be carried out on the WDM of BSE, the address of which is as follows:

69

BSE Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai, Maharashtra – 400001 BSE has, vide its letter no. DCS/COMP/AA/IP-PPDI/701/16-17 dated October 13, 2016, given in-principle approval to list these debentures on the WDM segment of the BSE.

Indicative Cashflow Schedule As per the SEBI circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows emanating from each Debenture is mentioned below by way of an illustration. This calculation is based on the assumption that the Deemed Date of Allotment will be on November 9, 2016 and the scheduled redemption date is a Business Day and is merely illustrative. If there is a change in the Deemed Date of Allotment, calculations will change accordingly. Series Redemption Amount Period of Maturity Yield on Redemption

2016-17/1 Rs.10,00,000 10 years 7.60%

Issuer HDFC ERGO General Insurance Company

Limited Series 2016-17/1 Face Value (per security) Rs.10,00,000 Issue Date / Date of Allotment November 9, 2016 Redemption Date November 9, 2026 Call option Date November 9, 2021 Coupon Rate 7.60% per annum Frequency of the Interest Payment Annual Day Count Convention Actual/Actual

If any Coupon Payment Date falls on a day which is not a Business Day, payment of interest amount shall be made on the next Business Day along with the interest accrued for the delayed period. If the Redemption Date falls on a day which is not a Business Day, payment of principal amount (along with part-interest) shall be made one Business Day prior to the Redemption Date (interest payable will be adjusted to account for advancement in payment). Cash Flows

Cash Flows Date No. of days in Coupon Period

Amount (in Rupees)

1st

Coupon 09-Nov-17 365 76,000

2nd Coupon 09-Nov-18 365 76,000

3rd Coupon 11-Nov-19 367 76,416

4th Coupon 09-Nov-20 364 75,792

5th Coupon 09-Nov-21 365 76,000

6th Coupon 09-Nov-22 365 76,000

7th Coupon 09-Nov-23 365 76,000

8th Coupon 11-Nov-24 368 76,625

9th Coupon 10-Nov-25 364 75,792

10th Coupon 09-Nov-26 364 75,792

Principal 09-Nov-26 1,000,000

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Issue Schedule Issue opens on November 9, 2016 Issue closes on November 9, 2016 Pay In Date November 9, 2016 Deemed Date of Allotment November 9, 2016 Note: In the case of full subscription to the Issue Amount, the Issuer may at its own discretion, close the Issue earlier than the date mentioned hereinabove. Name and Address of the Valuer who Performed Valuation of the Security Offered and Justification of Issue Price As this is an issuance of Debentures at par value, there is no valuation for this Issue. The Debentures are being issued at par. Principle Terms of the Assets Charged as Security, if any. The Debentures are unsecured.

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MATERIAL CONTRACTS Following table sets forth the statement containing particulars of, dates of, and parties to all material contracts and agreements of the Issuer relating to the Issue:

Sr. No. Contracts and Authorisations related to the Issue

1 Certified copy of the Memorandum and Articles of Association 2 Certified true copy of the resolution(s) passed by the Board on September 16, 2016

authorising the Issue. 3 Certified true copy of the resolution(s) passed by the shareholders of the Issuer on

September 16, 2016 authorising the Issue 4 Credit rating letter dated October 17, 2016 from CRISIL 5 Credit rating letter dated September 19, 2016 (revalidated on November 3, 2016)

from ICRA 6 Letter dated October 4, 2016 from IDBI Trusteeship Services Limited giving its

consent to act as the Debenture Trustee. 7 Copy of the Debenture Trusteeship Appointment Agreement. 8 Copy of the “in-principle” approval letter October 13, 2016 from BSE. 9 Tripartite Agreement dated June 27, 2007 amongst the Issuer, Registrar and NSDL 10 Registrar Agreement dated November 5, 2016

Copies of the contracts and documents may be inspected at the Registered Office of the Issuer between 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) until the date of closing of the Issue.

ISSUER’S ABSOLUTE RESPONSIBILITY · issuer’s absolute responsibility: ... approval of insurance...

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