Edelweiss Financial Services : Updates

To,

To,

The Manager,

The Manager,

Listing Department,

Listing Department,

BSE Limited,

The National Stock Exchange of India Ltd.,

Phiroze Jeejeebhoy Tower,

Exchange Plaza, 5 Floor, Plot C/1, G Block,

Dalal Street,

Bandra-Kurla Complex, Bandra(E),

Mumbai 400 001

Mumbai 400 051

BSE Scrip Code: 532922

NSE Symbol: EDELWEISS

Issuer

Edelweiss Financial Services Limited

Type of instrument

Secured, redeemable, non-convertible debentures

Mode of the Issue

Public Issue

Issue

Public issue by our Company of secured redeemable non-

convertible debentures of face value of ₹ 1,000 each for an amount

aggregating up to ₹ 10,000 million ("Shelf Limit").

Tranche I Issue Size

Public Issue by the Company of secured redeemable non-

convertible debentures of face value of ₹ 1,000 each ("NCDs") for

an amount of ₹ 2,000 million ("Base Issue Size") with an option

to retain oversubscription up to ₹ 2,000 million amounting to up

to ₹ 4,000 million ("Tranche I Issue Limit") ("Tranche I Issue")

which is within the Shelf Limit of ₹ 10,000 million and is being

offered by way of this Tranche I Prospectus dated December 27,

2022 containing inter alia the terms and conditions of Tranche I

Issue ("Tranche I Prospectus"), which should be read together

with the Shelf Prospectus. The Shelf Prospectus and Tranche I

Prospectus constitutes the prospectus "Prospectus").

Tenor, Coupon, Redemption

Please refer to Annexure A

Amount, Redemption Date,

Schedule of Payment of

Interest and Principal

Credit Ratings

The NCDs proposed to be issued under this Issue have been rated

"CRISIL AA-/Negative (pronounced as CRISIL double A minus

rating with Negative outlook)" for an amount of ₹ 10,000 million

by CRISIL vide their rating letter dated December 02, 2022 and

rating rationale dated December 01, 2022 and "ACUITE AA-/

Negative (pronounced as ACUITE double A minus)" for an

amount of ₹10,000 million by Acuité Ratings & Research vide

their rating letter dated December 07, 2022 with rating rationale

dated December 07, 2022.

Listing

The NCDs are proposed to be listed on BSE. The NCDs shall be

listed within six Working Days from the date of Issue Closure.

BSE has been appointed as the Designated Stock Exchange.

Description regarding security

The principal amount of the NCDs to be issued in terms of this

(where applicable) including

Tranche I Prospectus together with all interest due and payable on

type of security (movable/

the NCDs, thereof shall be secured by way of an exclusive and/or

immovable/ tangible etc.) type

pari passu charge in favor of the Debenture Trustee on the assets

of charge (pledge/

of the entities permissible under applicable law and/or the

hypothecation/ mortgage etc.),

Company including loans and advances, receivables, investments,

date of creation of security/

stock in trade, current & other assets held by the entities

likely date of creation of

permissible under applicable law and/or the Company, created in

security, minimum security

favour of the Debenture Trustee, and/or over the Pledged

cover, revaluation,

Securities in favour of the Debenture Trustee for the benefit of the

replacement of security,

Debenture holders, except those specifically and exclusively

interest of the debenture

charged in favour of certain existing charge holders as specifically

holder over and above the

set out in and fully described in the Debenture Trust Deed and/or

coupon rate as specified in the

Securities Pledge Agreement, such that a security cover of atleast

Debenture Trust Deed and

100% of the outstanding principal amounts of the NCDs and

disclosed the Draft Shelf

interest thereon is maintained at all time until the Maturity Date.

Prospectus and this Tranche I

For exclusive charge, we undertake that the assets and/or the

Prospectus %

Pledged Securities on which the charge is proposed to be created

are free from any encumbrances. We have received necessary

consents from the relevant debenture trustees for ceding pari-

passu charge in favour of the Debenture Trustee in relation to the

NCDs. The NCDs shall be considered as secured only if the

charged asset is registered with sub-registrar and/or RoC or

CERSAI or Depository etc., as applicable, or is independently

verifiable by the Debenture Trustee. Without prejudice to the

aforesaid, in the event our Company fails to execute the Debenture

Trust Deed within the period specified in Regulation 18(1) of the

SEBI NCS Regulations or such other time frame as may be

stipulated from time-to-time, our Company shall also pay interest

of at least 2% (two per cent) per annum to the NCD holders, over

and above the interest rate on the NCDs specified in this Tranche

I Prospectus, till the execution of the Debenture Trust Deed. The

security shall be created prior to making the listing application for

the NCDs with the Stock Exchange.

For further details on date of creation of security/likely date of

creation of security, minimum security cover etc., please refer to

the "Terms of the Issue - Security" on page 71 of the Tranche I

Prospectus.

Deemed date of Allotment

The date on which the Board of Directors/or the Debenture Fund

Raising Committee approves the Allotment of the NCDs for this

Tranche I Issue or such date as may be determined by the Board

of Directors/ or the Debenture Fund Raising Committee thereof

and notified to the Designated Stock Exchange.

The actual Allotment of NCDs may take place on a date other than

the Deemed Date of Allotment. All benefits relating to the NCDs

including interest on NCDs shall be available to the Debenture

holders from the Deemed Date of Allotment.

Special right / interest /

N.A.

privileges attached to the

instrument, and changes

thereof

Default in payment of

The Company shall pay interest in connection with any delay in

interest / principal

allotment, refunds, listing, dematerialised credit, execution of

Debenture Trust Deed, payment of interest, redemption of

principal amount beyond the time limits prescribed under

applicable statutory and/or regulatory requirements, at such rates

as stipulated/prescribed under applicable laws.

The Company shall pay at least two percent per annum to the

debenture holders, over and above the agreed coupon rate, till the

execution of the trust deed if our Company fails to execute the

trust deed within such period as prescribed under applicable law.

Details of any letter or

N.A.

comments regarding

payment / non-payment of

interest, principal on due

dates, or any other matter

concerning the security and

/ or the assets along with it

comments thereon, if any

Details of redemption of

N.A.

preference shares

indicating the manner of

redemption (whether out of

profits or out of fresh

issues) and debentures

Series

I

II

III

IV*

V

VI

VII

VIII

IX

X

Frequency of

Annual

Cumulati

Monthly

Annual

Cumulati

Monthly

Annual

Cumulati

Monthl

Annual

Interest Payment

ve

ve

ve

y

Minimum

₹ 10,000 (10 NCDs) across all Series

Application

Face Value/

₹1,000

Issue Price of

NCDs (₹/ NCD)

In Multiples of

₹ 1,000 (1 NCD)

thereafter (₹)

Tenor

24

24

36

36

36

60

60

60

120

120

months

months

months

months

months

months

months

months

months

months

Coupon (% per

9.00%

NA

9.20%

9.60%

NA

9.67%

10.10%

NA

10.00%

10.45%

annum) for

NCD Holders in

Category I, II,

III & IV

Effective Yield

8.99%

9.00%

9.59%

9.59%

9.60%

10.10%

10.09%

10.10%

10.46%

10.44%

(per annum) for

NCD Holders in

Category I, II,

III & IV

Mode of Interest

Through various mode available

Payment

Amount (₹ /

₹1,0

₹1,188.

₹1,00

₹1,0

₹1,317.0

₹1,000

₹1,0

₹1,618

₹1,0

₹1,000

NCD) on

00

40

0

00

0

00

.30

00

Maturity for

NCD Holders in

Category I, II,

III & IV

Maturity /

24

24

36

36

36

60

60

60

120

120

Redemption

mont

months

month

mont

month

month

mont

month

mont

month

Date (Years

hs

s

hs

s

s

hs

s

hs

s

from the

Deemed Date of

Allotment)

Put and Call

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

Option