NOTICE

Shorter Notice is hereby given that the Extra Ordinary General Meeting (EGM) of Shubham Housing
Development Finance Company Limited will be held on Wednesday the 15th day of June 2022 at 02.00
P.M. IST at its Corporate Office at 425, Udyog Vihar, Phase IV, Gurugram 122015, Haryana to transact
the following special business:

SPECIAL BUSINESS:

ITEM NO. 1

TO OFFER AND ISSUE EQUITY SHARES, SERIES E1 COMPULSORILY CONVERTIBLE

PREFERENCE SHARES AND SERIES E2 COMPULSORILY CONVERTIBLE
PREFERENCE SHARES BY WAY OF PREFERENTIAL ALLOTMENT ON A PRIVATE
PLACEMENT BASIS AND TO APPROVE AND CIRCULATE THE PRIVATE PLACEMENT
OFFER LETTER CUM APPLICATION FORM AND OTHER ANCILLARY ACTIONS:

To consider, review and if thought fit, to pass, with or without modification(s), the following
resolutions as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 55, 62(1)(c),
179(3)(c) and all other applicable provisions, if any, of the Companies Act, 2013 (the
“Companies Act”), read with Rule 14 of the Companies (Prospectus and Allotment of
Securities) Rules, 2014, and Rules 9 and 13 of the Companies (Share Capital and Debenture)
Rules, 2014 (including, in each case, any amendments thereto, or re-enactment thereof, for the
time being in force), the memorandum of association of the Company, the articles of
association of the Company, the approvals of the Reserve Bank of India dated March 22, 2022
and April 23, 2022, and in accordance with the provisions of the Foreign Exchange
Management Act, 1999 (and the rules and regulations issued thereunder), and other applicable
laws and regulations for the time being in force, the consent of the members of the Company
be and is hereby accorded to the board of directors of the Company (the “Board,”) to offer,
issue and allot an aggregate of : (a) 20 (twenty) equity shares (“Equity Shares”) having face
value of INR 10 (Indian Rupees ten) at a premium of INR 2819.04 (Indian Rupees Two
Thousand Eight Hundred Nineteen And Four Paisa) per Equity Share; (b) 4,77,194 (Four Lakh
Seventy Seven Thousand One Hundred Ninety Four) 0.01% Series E1 Compulsorily
Convertible Preference Shares (“Series E1 CCPS”) having face value of INR 20 (Indian
Rupees twenty) at a premium of INR 2809.04 (Indian Rupees Two Thousand Eight Hundred
Nine And Four Paisa) per Series E1 CCPS; and (c) 16,43,650 (Sixteen Lakh Forty Three
Thousand Six Hundred Fifty) 0.01% Series E2 Compulsorily Convertible Preference Shares
(“Series E2 CCPS”) having face value of INR 20 (Indian Rupees twenty) at a premium of INR
2,809.04 (Indian Rupees Two Thousand Eight Hundred Nine And Four Paisa) per Series E2
CCPS (the Equity Shares, Series E1 CCPS and Series E2 CCPS collectively, the “Subscription
Securities”), to: (a) British International Investment plc (formerly known as CDC Group plc)

Page 1 of 40
(“BII”); (b) Asian Development Bank (“ADB”); (c) Topaz Inclusion PTE. Ltd. (“LF”); and
(d) PI Opportunities Fund – I Scheme II (“PIOF II”) (BII, ADB, LF and PIOF II, individually
the “Investor,” and collectively the “Investors”), (A) with the Series E1 CCPS and Series E2
CCPS being on such terms and conditions as have been specified in Annexure A1 (which is
deemed to be an integral part of this Resolution) and (B) in accordance with the share
subscription agreement dated December 24, 2021 executed by and between the Company, the
Investors, Sanjay Chaturvedi (“Sanjay”) and Rupa Basu (“Rupa”) (Sanjay and Rupa
collectively called the “Promoters”) (the “SSA”), the shareholders’ agreement dated
December 24, 2021 executed by and between the Company, the Promoters, the Investors,
Helion Venture Partners II LLC, Motilal Oswal Financial Services Limited (MOFSL),
Shubhmo Employee Trust, erstwhile Mope Investment Advisors Private Limited (same being
merged into MOFSL pursuant to merger order dated 11.03.2022 passed by NCLT) (“MOPE”)
(pursuant to the merger order dated March 11, 2022 passed by NCLT, Mumbai, MOFSL has
acquired the entire shares held by MOPE in the Company), India Business Excellence Fund –
IIA and PI Opportunities Fund I (the “SHA”), and other transaction documents to which the
Investors, the Company, and the Promoters are a party, by way of a preferential allotment on a
private placement basis, in the manner set out below:

S. Name of Address of the Number of Subscription Subscription

No. the Investor Securities consideration
Investor (INR)

1. BII 123 Victoria Street, 10 (ten) Equity Shares; and INR

London, SW1E 6DE, 280,00,05,562
United Kingdom 9,89,727 (Nine Lakh Eighty (Indian Rupees
Nine Thousand Seven Two Hundred
Hundred Twenty Seven) Eighty Crore
Series E2 CCPS Five Thousand
Five Hundred
Sixty Two)
2. ADB ADB, 10 (ten) Equity Shares; and INR
6 ADB Avenue, 185,00,02,614
Mandaluyong City 6,53,923 (Six Lakh Fifty (Indian Rupees
1550, Metro Manila, Three Thousand Nine One Hundred
Philippines Hundred Twenty Three) Eighty Five
Series E2 CCPS Crore Two
Thousand Six
Hundred
Fourteen)
3. LF 10 Changi Business 2,40,082 (Two Lakh Forty INR
Park, Central 2, #01- Thousand Eighty Two) 67,92,01,581

Page 2 of 40
 02, Hansapoint, Series E1
Compulsorily (Indian Rupees
Singapore 486030 CCPS Sixty Seven
Crore Ninety
Two Lakh One
Thousand Five
Hundred Eighty
One)
4. PIOF II #134, Doddakannelli, 2,37,112 (Two Lakh Thirty INR
Sarjapur Road, Seven Thousand One 67,07,99,332
Bangalore – 560035 Hundred Twelve) Series E1 (Indian Rupees
CCPS Sixty Seven
Crore Seven
Lakh Ninety
Nine Thousand
Three Hundred
Thirty Two)

RESOLVED FURTHER THAT the particulars required to be disclosed in accordance with

Rule 9(2) of the Companies (Share Capital and Debentures) Rules, 2014 in relation to the
issuance of the Series E1 CCPS and Series E2 CCPS as set out in Annexure A2 (which is
deemed to be an integral part of this Resolution) be and is hereby noted and approved.

RESOLVED FURTHER THAT subject to the provisions of the Companies Act and other
applicable laws, the Board be and is hereby authorized to decide, approve, vary, modify or
alter any of the relevant terms and conditions, including the size of the preferential issue to the
Investors, as it may deem expedient.

RESOLVED FURTHER THAT the draft private placement offer letter-cum-application

forms in Form No. PAS-4 (the “Offer Letters”, which term shall mean the Offer Letter as
may be modified/finalized by the authorization granted under these resolutions) for the
issuance of the relevant Subscription Securities to each of the Investors, and the draft record
of private placement offer letter in Form No. PAS-5 in respect of the issuance of the
Subscription Securities, as placed in the meeting and initialed by the Chairman for the purpose
of identification, be and are hereby approved.

RESOLVED FURTHER THAT subject to the subsequent filing of these resolutions in this
regard with the Registrar of Companies pursuant to Rule 14(8) of the Companies (Prospectus
and Allotment of Securities) Rules, 2014, Mr. Sanjay Chaturvedi, Director, Ms. Rupa Basu,
Director, Mr. Shashank Jain, CFO, and Ms. Neeta Kamra, Company Secretary, be and are

Page 3 of 40
hereby jointly and severally authorized to modify, finalize and sign the Offer Letters on behalf
of the Company and to circulate it to the relevant Investors.

RESOLVED FURTHER THAT Mr. Sanjay Chaturvedi, Director, Ms. Rupa Basu, Director,
Mr. Shashank Jain, CFO, and Ms. Neeta Kamra, Company Secretary, be and are hereby jointly
and severally authorized on behalf of the Company to complete the necessary procedure
towards issue of Offer Letters and necessary documents to the Investors to subscribe to the
Subscription Securities of the Company and to undertake such other acts, deeds and acts as
may be required to give effect to the offer, issue and allotment, executing all such deeds,
documents, agreements and writings as may be necessary for the purpose of giving effect to
the aforesaid resolutions, taking such further steps as maybe required for the allotment of the
Subscription Securities and such other steps that are incidental and ancillary to give effect to
the foregoing resolutions (including execution, signing, filing and submission of all documents
(including the Drawdown Notice as defined under the SSA) and forms (including but not
limited to Form No. MGT-14, Form No. PAS-3, Form No. FC-GPR) with the Registrar of
Companies or any other statutory filings with governmental authorities or with any other
appropriate authorities), as may be required, recording the name of the members in the register
of members and register of beneficial owners and acting as compliance officer in connection
with the private placement offer process) and to do, make or accept such alterations,
modifications or variations in the foregoing resolutions, as may be considered desirable
without being required to seek any further consent or approval of the members.

RESOLVED FURTHER THAT certified true copy of the resolution be furnished under
signature of Mr. Sanjay Chaturvedi, Director, Ms. Rupa Basu, Director, Mr. Shashank Jain,
CFO or Ms. Neeta Kamra, Company Secretary, who are hereby jointly and severally
authorized, to do all such acts and deeds as may be required, as and when demanded, for proper
implementation of the aforesaid resolutions and to ensure that all necessary documents are
furnished to the requisite statutory authorities or to any other person concerned or interested
in the matter.

By Order of the Board

For Shubham Housing Development Finance Company Limited

________________________
Neeta Kamra
Company Secretary
Membership No.: ACS 22892

Place: Gurugram
Date: 14.06.2022

Page 4 of 40
 NOTES:

1. EVERY MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY
NEED NOT BE A MEMBER OF THE COMPANY.

2. Members are requested to note that a person can act as a proxy on behalf of Members not exceeding
50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying
voting rights. A Member holding more than 10% of the total share capital of the Company carrying
voting rights may appoint a single person as proxy and such person shall not act as proxy for any other
person or shareholder.

3. The instrument of proxy in order to be effective should be received by the company not less than 48
hours before the commencement of the meeting. A Proxy Form is annexed to this Notice.

4. Bodies corporate can be represented at the meeting by such person(s) as are authorized. Copies of
resolution under section 113 of the Companies Act, 2013, authorizing such person(s) to attend the
meeting should be shared to the Company on email id [email protected] prior to the meeting.s

5. The relevant Statement made pursuant to Section 102 (1) of the Companies Act, 2013 in respect of
Special Business to be transacted at the Meeting, set out in the Notice, is enclosed hereto and forms
part of the Notice.

6. Relevant documents, if any, referred to in the Notice and the accompanying Statements are open for
inspection by the Members at the Registered Office of the Company during working hours on all
working days, up to the date of the General Meeting and at the Meeting also.

7. The Register of Members, Register of Directors and Key Managerial Personnel and their shareholding
and the Register of Contracts or Arrangements in which the directors are interested, maintained under
Sections 88, 170 and 189 respectively of the Companies Act, 2013, shall be available for inspection by
the Members at the Meeting.

8. The road map to the venue of the general meeting is enclosed to this Notice.

By Order of the Board

For Shubham Housing Development Finance Company Limited

________________________
Neeta Kamra
Company Secretary
Membership No.: ACS 22892

Place: Gurugram
Date: 14.06.2022

Page 5 of 40
 EXPLANATORY STATEMENT
PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The Company proposes to raise funds through the issue of its securities by way of preferential
allotment on a private placement basis to the following investors identified by the Company:

(a) British International Investment plc (formerly known as CDC Group plc) (“BII”), a public
limited company incorporated in England and Wales with registration number 3877777 and
having its registered office at 123 Victoria Street, London, SW1E 6DE, United Kingdom;

(b) Asian Development Bank (“ADB”), an international financial institution established

according to the Agreement Establishing the Asian Development Bank and having its seat at
6 ADB Avenue, Mandaluyong City 1550, Metro Manila, Philippines;

(c) Topaz Inclusion PTE. Ltd. (“LF”), a company incorporated under the laws of Singapore, and
having its registered office at 10 Changi Business Park, Central 2, #01-02, Hansapoint,
Singapore (486030); and

(d) PI Opportunities Fund – I Scheme II (“PIOF II”), a category II alternative investment fund
registered under the laws of India, and having its registered office at #134, Doddakannelli,
Bengaluru, Karnataka 560035,

(BII, ADB, LF and PIOF II, individually the “Investor” and collectively the “Investors”).

Accordingly, pursuant to the approval accorded by the board of directors of the Company (the
“Board”) in its meeting held on December 20, 2021, the Company, the Investors, Sanjay Chaturvedi
(“Sanjay”) and Rupa Basu (“Rupa”) (Sanjay and Rupa collectively called the “Promoters”)
entered into a share subscription agreement dated December 24, 2021 (the “SSA”) pursuant to, and
in accordance with the terms of which an aggregate of: (a) 20 (twenty) equity shares (“Equity
Shares”) having face value of INR 10 (Indian Rupees ten) at a premium of INR 2,819.04 (Indian
Rupees Two Thousand Eight Hundred Nineteen And Four Paisa) per Equity Share aggregating to
INR 56,580.80 (Indian Rupees Fifty Six Thousand Five Hundred and Eighty and Eighty Paise); (b)
4,77,194 (Four Lakh Seventy Seven Thousand One Hundred Ninety Four) 0.01% Series E1
Compulsorily Convertible Preference Shares (“Series E1 CCPS”) having face value of INR 20
(Indian Rupees twenty) at a premium of INR 2,809.04 (Indian Rupees Two Thousand Eight Hundred
Nine And Four Paisa) per Series E1 CCPS aggregating to INR 135,00,00,913.76 (Indian Rupees
One Thirty Five Crore Nine Hundred Thirteen and Seventy Six Paise); and (c) 16,43,650 (Sixteen
Lakh Forty Three Thousand Six Hundred Fifty) 0.01% Series E2 Compulsorily Convertible
Preference Shares (“Series E2 CCPS”) having face value of INR 20 (Indian Rupees twenty) at a
premium of INR 2809.04 (Indian Rupees Two Thousand Eight Hundred Nine And Four Paisa) per
Series E2 CCPS, aggregating to INR 464,99,51,596 (Indian Rupees Four Sixty Four Crore Ninety
Nine Lakh Fifty One Thousand Five Hundred Ninety Six), on such terms and conditions as have
been specified in Annexure A1 (the Equity Shares, Series E1 CCPS and Series E2 CCPS
collectively, the “Subscription Securities”) are proposed to be offered by the Company for
subscription by the Investors.

In connection with the above, to govern inter alia, their inter se rights and obligations as
shareholders of the Company, and the management and control of the affairs of the

Page 6 of 40
Company, the Company, the Promoters, the Investors, and the existing investors of the
Company, being Helion Venture Partners II LLC, Motilal Oswal Financial Services
Limited (MOFSL), Shubhmo Employee Trust, erstwhile Mope Investment Advisors
Private Limited (“MOPE”) (pursuant to the merger order dated March 11, 2022 passed by
NCLT, Mumbai, MOFSL has acquired the entire shares held by MOPE in the Company),
India Business Excellence Fund – IIA and PI Opportunities Fund I, entered into a
shareholders’ agreement dated December 24, 2021 (the “SHA”).

Further to the above, the Board, in its meeting held on June 14, 2022, has approved the
issuance of the Subscription Securities, in accordance with the terms and conditions
specified in the SSA and the SHA, and as detailed below:

S. Name of Address of the Number of Subscription Subscription

No. the Investor Securities consideration
Investor (INR)

1. BII 123 Victoria Street, 10 (ten) Equity Shares; and INR

London, SW1E 6DE, 280,00,05,562
United Kingdom 9,89,727 (Nine Lakh (Indian Rupees
Eighty Nine Thousand Two Hundred
Seven Hundred Twenty Eighty Crore
Seven) Series E2 CCPS Five Thousand
Five Hundred
Sixty Two)
2. ADB ADB, 10 (ten) Equity Shares; and INR
6 ADB Avenue, 185,00,02,614
Mandaluyong City 6,53,923 (Six Lakh Fifty (Indian Rupees
1550, Metro Manila, Three Thousand Nine One Hundred
Philippines Hundred Twenty Three) Eighty Five
Series E2 CCPS Crore Two
Thousand Six
Hundred
Fourteen)
3. LF 10 Changi Business 2,40,082 (Two Lakh Forty INR
Park, Central 2, #01- Thousand Eighty Two) 67,92,01,581
02, Hansapoint, Series E1 Compulsorily (Indian Rupees
Singapore 486030 CCPS Sixty Seven
Crore Ninety
Two Lakh One
Thousand Five
Hundred Eighty
One)
4. PIOF II #134, Doddakannelli, 2,37,112 (Two Lakh Thirty INR
Sarjapur Road, Seven Thousand One 67,07,99,332
Bangalore – 560035 (Indian Rupees

Page 7 of 40
S. Name of Address of the Number of Subscription Subscription
No. the Investor Securities consideration
Investor (INR)

Hundred Twelve) Series E1 Sixty Seven

CCPS Crore Seven
Lakh Ninety
Nine Thousand
Three Hundred
Thirty Two)

DISCLOSURES AS REQUIRED UNDER RULE 9(3) OF COMPANIES (SHARE

CAPITAL AND DEBENTURES) RULES, 2014 FOR THE ISSUE OF SERIES E1
CCPS AND SERIES E2 CCPS

Details Series E1 CCPS Series E2 CCPS

Size of the issue INR 5,99,99,52,509.76 (Indian Rupees Five Hundred And
Ninety Nine Crore Ninety Nine Lakh Fifty Two Thousand Five
Hundred and Nine and Seventy Six Paisa)

Number of 4,77,194 (Four Lakh Seventy 16,43,650 (Sixteen Lakh

preference shares to Seven Thousand One Forty Three Thousand Six
be issued Hundred Ninety Four) Series Hundred Fifty) Series E2
E1 CCPS CCPS
Nominal value of INR 20 (Indian Rupees twenty) per Series E1 CCPS/ Series E2
each share CCPS
The nature of such Non-cumulative, Participating, Convertible having the terms set out
shares i.e. cumulative in Annexure A1.
or non - cumulative,
participating or non -
participating,
convertible or non –
convertible
Objective of issue To expand the business operations of the Company and other
general corporate purposes.
Manner of issue of Preferential allotment on a private placement basis in terms of
shares Section 23(1)(b), 42, 55, 62(1)(c), 179(3)(c) and other
applicable provisions of the Companies Act read with the
relevant rules, circulars and notifications thereunder.
Price at which such INR 2,829.04 (Indian Rupees Two Thousand Eight Hundred
shares are proposed Twenty Nine And Four Paisa), including a premium of INR
to be issued 2,809.04 (Indian Rupees Two Thousand Eight Hundred And
Nine And Four Paisa) per Series E1 CCPS/ Series E2 CCPS.

Page 8 of 40
 Details Series E1 CCPS Series E2 CCPS
Basis on which The offer prices of the Series E1 CCPS and Series E2 CCPS
prices has been have been arrived at on the basis of the valuation report dated
arrived at June 06, 2022 issued by Sundae Capital Advisors Pvt. Ltd.,
registered valuers (the “Valuation Report”).
Terms of
issue including terms
Please refer to Annexure A1.
and rate of dividend
on each share, etc.
The terms of
redemption,
including the tenure
of redemption, Redemption not applicable since the Series E1 CCPS and Series E2
CCPS are compulsorily convertible into Equity Shares in accordance
redemption of shares with the terms of issue thereof. For conversion terms, please refer to
at premium and if the Annexure A1.
preference shares are
convertible, the
terms of conversion
Redemption not applicable since the Series E1 CCPS and Series E2
The manner and CCPS are compulsorily convertible into Equity Shares in accordance
modes of redemption with the terms of issue thereof. For conversion terms, please refer to
Annexure A1.
The current
shareholding pattern Please refer to Annexure B.
of Company
The expected
dilution in equity
share capital upon Please refer to Annexure C.
conversion of
preference shares
Conversion ratio 1:1, subject to the terms set out under Annexure A1.

DISCLOSURE AS REQUIRED UNDER RULE 14 OF THE COMPANIES

(PROSPECTUS AND ALLOTMENT) RULES, 2014 FOR THE ISSUANCE OF THE
SUBSCRIPTION SECURITIES

Details to be Response
furnished

Particulars of the The Company proposes to invite/offer, issue and allot an

offer including date aggregate of: (a) 20 (twenty) Equity Shares having face value of
of passing of the INR 10 (Indian Rupees ten) at a premium of INR 2,819.04 (Indian
board resolution Rupees Two Thousand Eight Hundred Nineteen And Four Paisa)
per Equity Share, aggregating to INR 56,580.80 (Indian Rupees
Fifty Six Thousand Five Hundred and Eighty and Eighty Paise);

Page 9 of 40
 Details to be Response
furnished

(b) 4,77,194 (Four Lakh Seventy Seven Thousand One Hundred

Ninety Four) 0.01% Series E1 CCPS having face value of INR 20
(Indian Rupees twenty) at a premium of INR 2,809.04 (Indian
Rupees Two Thousand Eight Hundred Nine And Four Paisa) per
Series E1 CCPS aggregating to INR 135,00,00,913.76 (Indian
Rupees One Thirty Five Crore Nine Hundred Thirteen and
Seventy Six Paise); and (c) 16,43,650 (Sixteen Lakh Forty Three
Thousand Six Hundred Fifty) 0.01% Series E2 CCPS having face
value of INR 20 (Indian Rupees twenty) at a premium of INR
2,809.04 (Indian Rupees Two Thousand Eight Hundred Nine And
Four Paisa) per Series E2 CCPS, aggregating to INR
464,99,51,596 (Indian Rupees Four Sixty Four Crore Ninety Nine
Lakh Fifty One Thousand Five Hundred Ninety Six).

The resolution of the Board approving the offer was passed in the
meeting of the Board held on June 14, 2022.
Kinds of securities (a) Equity Shares ranking pari passu with the existing Equity Shares of
offered and the the Company, at an offer price of INR 2,829.04 (Indian Rupees Two
price at which Thousand Eight Hundred Twenty Nine And Four Paisa) per Equity
security is being Share.
offered
(b) Series E1 CCPS, at an offer price of INR 2,829.04 (Indian Rupees
Two Thousand Eight Hundred Twenty Nine And Four Paisa) per
Series E1 CCPS.

(c) Series E2 CCPS, at an offer price of INR 2,829.04 (Indian Rupees

Two Thousand Eight Hundred Twenty Nine And Four Paisa) per
Series E2 CCPS.

Basis or The offer prices of each class of Subscription Securities have been
justification for the arrived at on the basis of the Valuation Report. A copy of the Valuation
price (including Report is enclosed as Annexure F.
premium, if any) at
which the offer or
invitation is being
made

Name and address Name: Sundae Capital Advisors Pvt. Ltd.

of the valuer who Address: 3rd Floor, C-11, Community Centre, Janakpuri, New Delhi-
performed the 110058
valuation
Amount which the INR 6,00,00,09,089 (Indian Rupees Six Hundred Crore Nine Thousand
company intends to Eighty-Nine)

Page 10 of 40
 Details to be Response
furnished

raise by way of such

securities

Material terms of Equity Shares proposed to be issued pursuant to this preferential issue
raising such securities will rank, in all respects, pari passu with the existing Equity Shares
issued by the Company.

The terms of the Series E1 CCPS are set out in Part A of Annexure A1
hereto.

The terms of the Series E2 CCPS are set out in Part B of Annexure A1
hereto.

Proposed time The Offer Letter will be valid for a period of 180 (One Hundred And
schedule Eighty) days from the date of the Offer Letter. The Company intends to
complete the process of allotment at the earliest and in any case within
60 (Sixty) days of the receipt of the share application money from the
relevant Investors.

Purpose of offer To expand the business operations of the Company and other
general corporate purposes.
Contribution being NIL.
made by the
promoters or directors
either as part of the
offer or separately in
furtherance of
objections

Principal terms of Not applicable as the shares offered are Equity Shares, Series E1 CCPS,
assets charged as Series E2 CCPS which are not secured.
securities

DISCLOSURE AS REQUIRED UNDER RULE 13 OF COMPANIES (SHARE CAPITAL

AND DEBENTURES) RULES, 2014 IN RELATION TO THE ISSUANCE OF THE
SUBSCRIPTION SECURITIES

Details to be Response
furnished

The objects of the To expand the business operations of the Company and other
issue general corporate purposes.

Page 11 of 40
Total number of (a) 20 (twenty) Equity Shares;
shares or other
securities to be (b) 4,77,194 (Four Lakh Seventy Seven Thousand One Hundred Ninety
issued Four) 0.01% Series E1 CCPS; and

(c) 16,43,650 (Sixteen Lakh Forty Three Thousand Six Hundred Fifty)
0.01% Series E2 CCPS.

Price at which the (a) Equity Shares are proposed to be allotted at a price of INR 2,829.04
allotment is (Indian Rupees Two Thousand Eight Hundred Twenty Nine And
proposed to be Four Paisa) per Equity Share.
made
(b) Series E1 CCPS are proposed to be allotted at a price of INR
2,829.04 (Indian Rupees Two Thousand Eight Hundred Twenty
Nine And Four Paisa) per Series E1 CCPS.

(c) Series E2 CCPS are proposed to be allotted at a price of INR

2,829.04 (Indian Rupees Two Thousand Eight Hundred Twenty
Nine And Four Paisa) per Series E2 CCPS.

Basis on which the The offer prices of each class of Subscription Securities have been
price has been arrived at on the basis of the Valuation Report, which has determined
arrived at along the price of each class of Subscription Securities based on
with report of the internationally accepted pricing methodologies for determining the fair
value of the share.
registered valuer
A copy of the Valuation Report is enclosed at Annexure F.

Relevant date with 30.04.2022

reference to which
the price has been
arrived at

The class or classes Bodies corporate.

of persons to whom
the allotment is
proposed to be
made

Intention of None of promoters, directors or key managerial personnel of the

promoters, directors Company intend to subscribe to the offer.
or key managerial
personnel to
subscribe to the
offer

Page 12 of 40
The proposed time The Company intends to complete the process of allotment of the
within which the Subscription Securities at the earliest and in any case within 60
allotment shall be (sixty) days of the receipt of the share application money.
completed

The names of the Please refer to Annexure D.

proposed allottees
and the percentage
of post preferential
offer capital that
may be held by
them

Change in control, The allotment of the Subscription Securities pursuant to the proposed
if any, in the preferential offer will not result in a change in control in the Company.
company that would While such allotment will result in a change in the inter-se shareholding
occur consequent to pattern of the shareholders, no single shareholder will as a result, acquire
the preferential a controlling stake in the Company.
offer
Number of persons to The Company has issued and allotted the following optionally
whom allotment on convertible debentures on a private placement basis:
preferential basis
have already been Name of Class and Date of Consideration
made during the year, the allotee Number of allotment in of securities
in terms of number of Securities the FY (in Rs.)
securities as well as
allotted 2022-23
price
Mr. Sanjay 2,380 June 2, 2022 67,33,115.20
Chaturvedi optionally
convertible
debentures
Ms. Rupa 17,520 June 2, 2022 4,95,64,780.80
Basu optionally
convertible
debentures
Justification for Not applicable, as the allotment will be made for cash
allotment proposed consideration.
to be made for
consideration other
than cash together
with valuation
report of registered
valuer

Pre and post issue Please refer to Annexure E.

shareholding

Page 13 of 40
 pattern of the
company in the
following format

Sections 42, 55, 62(1)(c) and 179 of the Companies Act require the Company to obtain the approval
of its members by way of special resolution for the issuance of the Subscription Securities by way of
preferential allotment through a private placement basis. The Board approved the offering of, and the
issuance of the Subscription Securities subject to the approval of the members of the Company in its
meeting held on June 14, 2022, and recommends that the accompanying notice be passed as a special
resolution.

Relevant documents (including the draft Offer Letter, the draft record of private placement offer in
Form No. PAS-5 and the Valuation Report) will be open for inspection by the members of the
Company at the registered office of the Company at D - 305, Ground Floor, Sarvodaya Enclave, New
Delhi – 110017 on all working days, during business hours up to the date of the meeting, and will
also be made available at the meeting.

None of the directors or key managerial personnel of the Company, or the relatives thereof, except
to the extent of their shareholding in the Company, are concerned or interested (financially or
otherwise) in the proposed special resolution.

The Board of Directors of the Company recommends the passing of the resolution in Item No. 1 of
the accompanying notice as a special resolution.

By Order of the Board

For Shubham Housing Development Finance Company Limited

________________________
Neeta Kamra
Company Secretary
Membership No.: ACS 22892

Place: Gurugram
Date: 14.06.2022

Page 14 of 40
 Annexure – A11

TERMS OF ISSUE OF SERIES E1 AND SERIES E2 CCPS

PART A. RIGHTS OF SERIES E1 PREFERENCE SHARES

1. Face Value. The face value of each Series E1 Preference Share will be INR 20 (Indian
Rupees twenty).

2. Nature. Compulsorily Convertible Preference Shares.

3. Equity Shares. The number of Equity Shares to be issued to the holders of the Series E1
Preference Shares upon conversion shall, subject to the terms and conditions set forth in the
SHA, be determined on a Fully Diluted Basis.

4. Dividends. The Series E1 Preference Shares shall carry a pre-determined dividend rate of
0.01% (Zero Point Zero One Percent) per annum on the amount subscribed in preference to
other classes of Shares as and when, and if, declared by the Board. Where, after paying the
holder of Series E1 Preference Shares the dividend as aforementioned, any dividend is
declared in favour of the Equity Shareholders by the Company or the Board, the holder of
Series E1 Preference Shares shall be entitled to fully participate and receive such dividends
declared in favour of the Equity Shareholders of the Company pro-rata to the shareholding
of holders of Series E1 Preference Shares calculated on a Fully Diluted Basis. No dividends
shall be paid on any Equity Shares or on any Share of any other class of Shares during any
Financial Year of the Company until the preferential dividend on the Series E1 Preference
Shares has been paid or declared and set apart during that Financial Year and any prior
Financial Year in which dividends were declared and accumulated but remain unpaid.
Payment of dividend shall be subject to Applicable Laws, including provisions of the Foreign
Exchange Management Act, 1999 and rules made thereunder. The rights of Series E1
Preference Shares in respect of dividends shall rank pari passu with that of Series A
Preference Shares, Series B Preference Shares, Series C Preference Shares, Series D
Preference Shares and Series E2 Preference Shares.

5. Conversion. The holders of the Series E1 Preference Shares may convert the Series E1
Preference Shares in whole or part into Equity Shares at any time before the expiry of 19
(nineteen) years and 3 (three) months from the date of issue of the Series E1 Preference
Shares in the ratio of 1 (one) fully paid-up Equity Share per 1 (one) Series E1 Preference
Share, subject to the terms and conditions of the SHA. The holders of Series E1 Preference
Shares shall, at any time prior to the expiry of 19 (nineteen) years and 3 (three) months) from

1
“SHA” shall mean the (a) shareholder’s agreement dated December 24, 2021 executed by and between the Company,
the Promoters, the Investors, Helion Venture Partners II LLC, Motilal Oswal Financial Services Limited, Shubhmo
Employee Trust, Mope Investment Advisors Private Limited, India Business Excellence Fund – IIA and PI
Opportunities Fund I, and (ii) the capitalised terms used but not defined herein have the meaning ascribed to such
terms in the SHA.

Page 15 of 40
 the date of issue of the Series E1 Preference Shares, be entitled to call upon the Company to
convert the Series E1 Preference Shares by issuing a notice to the Company accompanied by
a share certificate representing the Series E1 Preference Shares sought to be converted.
Immediately and no later than 30 (thirty) days from the receipt of such notice, the Company
shall issue Equity Shares in respect of the Series E1 Preference Shares sought to be
converted. The record date of conversion of the Series E1 Preference Shares shall be deemed
to be the date on which the holder of Series E1 Preference Shares issues a notice of
conversion to the Company. The Series E1 Preference Shares, or any of them, if not
converted earlier, shall automatically convert into Equity Shares at the then applicable
conversion ratio, (i) if the Company is undertaking an IPO then 02 (two) Business Days prior
to earlier of (A) the filing of the red herring prospectus by the Company with the regulatory
authorities in connection with the IPO or (B) the last date on which all convertible
instruments of a company undertaking an IPO must be converted into Equity Shares under
applicable law or (ii) on the date of expiry of 19 (nineteen) years and 3 (three) months from
the date of allotment of the Series E1 Preference Shares, whichever of (i) or (ii) may be
earlier. The Series E1 Preference Shares, or any of them, if not converted earlier, shall
automatically convert into Equity Shares at the then applicable conversion ratio upon
occurrence of the event as specified in clause 9.2.7 of the SHA.

6. Voting rights. The holders of Series E1 Preference Shares shall, at all times, be entitled to
attend meetings of all Shareholders of the Company and will be entitled to vote on all such
matters which affect their rights directly (including matters requiring Investor Majority
Approval, Investor Supermajority Approval, Specified Majority Approval or Specified
Supermajority Approval, to the extent the holder of such Shares is entitled to exercise rights
with respect to such matters in accordance with the SHA). Any other Shares acquired by a
holder of Series E1 Preference Shares in accordance with the provisions of the Transaction
Documents shall entitle such Person to voting rights in connection with such other Shares,
to the extent the holder of such other Shares is entitled to exercise such rights in accordance
with the SHA. All other voting rights shall be governed by the provisions of clause 9.1 of
the SHA.

7. Valuation Protection. If the Company offers any Shares to a new investor or a Third Party
after the Closing Date, at a price less than the then effective conversion price of the Series
E1 Preference Shares, the conversion price of the Series E1 Preference Shares will be subject
to adjustment in the manner set out in the SHA.

8. Adjustments

a. If, whilst any Series E1 Preference Shares remain capable of being converted into
Equity Shares, the Company splits, sub-divides (stock split) or consolidates (reverse
stock split) the Equity Shares into a different number of securities of the same class,
the number of Equity Shares issuable upon conversion of the Series E1 Preference
Shares shall be proportionately increased in the case of a split or sub-division (stock
split), and likewise, the number of Equity Shares issuable upon conversion of the
Series E1 Preference Shares shall be proportionately decreased in the case of a
consolidation (reverse stock split).

Page 16 of 40
 b. If, whilst any Series E1 Preference Shares remain capable of being converted into
Equity Shares, the Company makes a bonus issuance of Equity Shares to the holders
of Equity Shares, the number of Equity Shares to be issued on any subsequent
conversion of Series E1 Preference Shares shall be increased proportionately and
without payment of additional consideration therefor by the holder of Series E1
Preference Shares, subject to any further adjustment as provided in this paragraph 8.

c. If the Company, by reclassification or conversion of Shares or otherwise, changes

any of the Equity Shares into the same or a different number of Shares of any other
class or classes, the right to convert the Series E1 Preference Shares into Equity
Shares shall thereafter represent the right to acquire such number and kind of Shares
as would have been issuable as the result of such change with respect to the Equity
Shares that were subject to the conversion rights of the holder of Series E1 Preference
Shares immediately prior to the record date of such reclassification or conversion,
subject to further adjustment as provided in this paragraph 8.

d. If, whilst any Series E1 Preference Shares remain capable of being converted into
Equity Shares, there is a: (i) a reorganisation (other than a consolidation, exchange
or sub-division of Shares or reclassification of Shares as provided for under sub-
paragraph (a), (c) or (e) respectively); (ii) a merger or consolidation of the Company
with or into another company in which the Company is not the surviving entity, or a
reverse triangular merger, or similar transaction, in which the Company is the
surviving entity but the Shares of the Company immediately prior to the merger are
converted into other property, whether in the form of securities, cash, or otherwise,
which results in change of Control, or (iii) a sale or Transfer of all or substantially all
of the Company’s assets to any other Person, then, as a part of such change of Control,
the right to convert Series E1 Preference Shares into Equity Shares shall cease and
shall automatically represent the right to receive the number of Shares or other
securities or property offered to the Company’s holders of Equity Shares in
connection with such change of Control that a holder of Series E1 Preference Shares
would have been entitled to receive in such change of Control if the right to convert
Series E1 Preference Shares into Equity Shares had been exercised in full
immediately before such change in Control, subject to further adjustment as provided
in this paragraph 8 and the SHA.

e. If any Equity Shares are bought back or cancelled or otherwise cease to exist, then,
the holder of the Series E1 Preference Shares will, at its option, upon the conversion
of the Series E1 Preference Shares at any time after the record date on which the
Equity Shares cease to exist shall receive, in lieu of the number of Equity Shares that
would have been issuable upon such conversion immediately prior to the date of
termination of Equity Shares, the securities or property that would have been received
if the right to convert Series E1 Preference Shares into Equity Shares had been
exercised in full immediately before the date of termination of the Equity Shares, all
subject to further adjustment as provided in this paragraph 8.

9. Liquidation Preference

Page 17 of 40
The Series E1 Preference Shares will be entitled to liquidation preference in accordance with clause
9.2 read with Annexure 3 of the SHA.
PART B. RIGHTS OF SERIES E2 PREFERENCE SHARES

1. Face Value. The face value of each Series E2 Preference Share will be INR 20 (Indian
Rupees twenty).

2. Nature. Compulsorily Convertible Preference Shares

3. Equity Shares. The number of Equity Shares to be issued to the holders of the Series E2
Preference Shares upon conversion shall, subject to the terms and conditions set forth in the
SHA, be determined on a Fully Diluted Basis.

4. Dividends. The Series E2 Preference Shares shall carry a pre-determined dividend rate of
0.01% (Zero Point Zero One Percent) per annum on the amount subscribed in preference to
other classes of Shares as and when, and if, declared by the Board. Where, after paying the
holder of Series E2 Preference Shares the dividend as aforementioned, any dividend is
declared in favour of the Equity Shareholders by the Company or the Board, the holder of
Series E2 Preference Shares shall be entitled to fully participate and receive such dividends
declared in favour of the Equity Shareholders of the Company pro-rata to the shareholding
of holders of Series E2 Preference Shares calculated on a Fully Diluted Basis. No dividends
shall be paid on any Equity Shares or on any Share of any other class of Shares during any
Financial Year of the Company until the preferential dividend on the Series E2 Preference
Shares has been paid or declared and set apart during that Financial Year and any prior
Financial Year in which dividends were declared and accumulated but remain unpaid.
Payment of dividend shall be subject to Applicable Laws, including provisions of the Foreign
Exchange Management Act, 1999 and rules made thereunder. The rights of Series E2
Preference Shares in respect of dividends shall rank pari passu with that of Series A
Preference Shares, Series B Preference Shares, Series C Preference Shares, Series D
Preference Shares and Series E1 Preference Shares.

5. Conversion. The holders of the Series E2 Preference Shares may convert the Series E2
Preference Shares in whole or part into Equity Shares at any time before the expiry of 19
(nineteen) years from the date of issue of the Series E2 Preference Shares in the ratio of 1
(one) fully paid-up Equity Share per 1 (one) Series E2 Preference Share, subject to the terms
and conditions of the SHA. The holders of Series E2 Preference Shares shall, at any time
prior to the expiry of 19 (nineteen) years from the date of issue of the Series E2 Preference
Shares, be entitled to call upon the Company to convert the Series E2 Preference Shares by
issuing a notice to the Company accompanied by a share certificate representing the Series
E2 Preference Shares sought to be converted. Immediately and no later than 30 (thirty) days
from the receipt of such notice, the Company shall issue Equity Shares in respect of the
Series E2 Preference Shares sought to be converted. The record date of conversion of the
Series E2 Preference Shares shall be deemed to be the date on which the holder of Series E2
Preference Shares issues a notice of conversion to the Company. The Series E2 Preference
Shares, or any of them, if not converted earlier, shall automatically convert into Equity

Page 18 of 40
 Shares at the then applicable conversion ratio, (i) if the Company is undertaking an IPO then
02 (two) Business Days prior to earlier of (A) the filing of the red herring prospectus by the
Company with the regulatory authorities in connection with the IPO or (B) the last date on
which all convertible instruments of a company undertaking an IPO must be converted into
Equity Shares under applicable law or (ii) on the date of expiry of 19 (nineteen) years from
the date of allotment of the Series E2 Preference Shares, whichever of (i) or (ii) may be
earlier. The Series E2 Preference Shares, or any of them, if not converted earlier, shall
automatically convert into Equity Shares at the then applicable conversion ratio upon the
occurrence of the event as specified in clause 9.2.7 of the SHA.

6. Voting rights. The holders of Series E2 Preference Shares shall, at all times, be entitled to
attend meetings of all Shareholders of the Company and will be entitled to vote on all such
matters which affect their rights directly (including matters requiring Investor Majority
Approval, Investor Supermajority Approval, Specified Majority Approval or Specified
Supermajority Approval, to the extent the holder of such Shares is entitled to exercise rights
with respect to such matters in accordance with the SHA). Any other Shares acquired by a
holder of Series E2 Preference Shares in accordance with the provisions of the Transaction
Documents shall entitle such Person to voting rights in connection with such other Shares,
to the extent the holder of such other Shares is entitled to exercise such rights in accordance
with the SHA. All other voting rights shall be governed by the provisions of clause 9.1 of
the SHA.

7. Valuation Protection. If the Company offers any Shares to a new investor or a Third Party
after the Closing Date, at a price less than the then effective conversion price of the Series
E2 Preference Shares, the conversion price of the Series E2 Preference Shares will be subject
to adjustment in the manner set out in the SHA.

8. Adjustments

a. If, whilst any Series E2 Preference Shares remain capable of being converted into
Equity Shares, the Company splits, sub-divides (stock split) or consolidates (reverse
stock split) the Equity Shares into a different number of securities of the same class,
the number of Equity Shares issuable upon conversion of the Series E2 Preference
Shares shall be proportionately increased in the case of a split or sub-division (stock
split), and likewise, the number of Equity Shares issuable upon conversion of the
Series E2 Preference Shares shall be proportionately decreased in the case of a
consolidation (reverse stock split).

b. If, whilst any Series E2 Preference Shares remain capable of being converted into
Equity Shares, the Company makes a bonus issuance of Equity Shares to the holders
of Equity Shares, the number of Equity Shares to be issued on any subsequent
conversion of Series E2 Preference Shares shall be increased proportionately and
without payment of additional consideration therefor by the holder of Series E2
Preference Shares, subject to any further adjustment as provided in this paragraph 8.

Page 19 of 40
 c. If the Company, by reclassification or conversion of Shares or otherwise, changes
any of the Equity Shares into the same or a different number of Shares of any other
class or classes, the right to convert the Series E2 Preference Shares into Equity
Shares shall thereafter represent the right to acquire such number and kind of Shares
as would have been issuable as the result of such change with respect to the Equity
Shares that were subject to the conversion rights of the holder of Series E2 Preference
Shares immediately prior to the record date of such reclassification or conversion,
subject to further adjustment as provided in this paragraph 8.

d. If, whilst any Series E2 Preference Shares remain capable of being converted into
Equity Shares, there is a: (i) a reorganisation (other than a consolidation, exchange
or sub-division of Shares or reclassification of Shares as provided for under sub-
paragraph (a), (c) or (e) respectively); (ii) a merger or consolidation of the Company
with or into another company in which the Company is not the surviving entity, or a
reverse triangular merger, or similar transaction, in which the Company is the
surviving entity but the Shares of the Company immediately prior to the merger are
converted into other property, whether in the form of securities, cash, or otherwise,
which results in change of Control, or (iii) a sale or Transfer of all or substantially all
of the Company’s assets to any other Person, then, as a part of such change of Control,
the right to convert Series E2 Preference Shares into Equity Shares shall cease and
shall automatically represent the right to receive the number of Shares or other
securities or property offered to the Company’s holders of Equity Shares in
connection with such change of Control that a holder of Series E2 Preference Shares
would have been entitled to receive in such change of Control if the right to convert
Series E2 Preference Shares into Equity Shares had been exercised in full
immediately before such change in Control, subject to further adjustment as provided
in this paragraph 8 and the SHA.

e. If any Equity Shares are bought back or cancelled or otherwise cease to exist, then,
the holder of the Series E2 Preference Shares will, at its option, upon the conversion
of the Series E2 Preference Shares at any time after the record date on which the
Equity Shares cease to exist shall receive, in lieu of the number of Equity Shares that
would have been issuable upon such conversion immediately prior to the date of
termination of Equity Shares, the securities or property that would have been received
if the right to convert Series E2 Preference Shares into Equity Shares had been
exercised in full immediately before the date of termination of the Equity Shares, all
subject to further adjustment as provided in this paragraph 8.

9. Liquidation Preference

The Series E2 Preference Shares will be entitled to liquidation preference in accordance with clause
9.2 read with Annexure 3 of the SHA.

Page 20 of 40
 Annexure – A22
DISCLOSURE UNDER RULE 9(2) OF THE COMPANIES (SHARE CAPITAL AND
DEBENTURES) RULES, 2014
Series E1 CCPS

S. Subject Terms*
No.
(a) The priority with The Series E1 CCPS shall carry a pre-determined dividend rate
respect to payment of of 0.01% (zero point zero one percent) per annum on the amount
dividend or repayment subscribed in preference to other classes of Shares as and when,
of capital vis-a-vis and if, declared by the Board. Where, after paying the holder of
equity shares Series E1 CCPS, the dividend as aforementioned, any dividend
is declared in favour of the Equity Shareholders by the Company
or the Board, the holder of Series E1 CCPS shall be entitled to
fully participate and receive such dividends declared in favour of
the Equity Shareholders of the Company pro-rata to the
shareholding of holders of Series E1 CCPS calculated on a Fully
Diluted Basis.

No dividends shall be paid on any Equity Shares or on any Share

of any other class of Shares during any Financial Year of the
Company until the preferential dividend on the Series E1 CCPS
has been paid or declared and set apart during that Financial Year
and any prior Financial Year in which dividends were declared
and accumulated but remain unpaid. Payment of dividend shall
be subject to Applicable Laws, including provisions of the
Foreign Exchange Management Act, 1999 and rules made
thereunder. The rights of Series E1 CCPS in respect of dividends
shall rank pari passu with that of Series A Preference Shares,
Series B Preference Shares, Series C Preference Shares, Series D
Preference Shares and Series E2 CCPS. The terms of issue of the
Series E1 CCPS are set out in Annexure A1 hereto.

Further, the priority with respect to the repayment of capital is

set out in the SHA.

(b) The participation in In addition to and after payment of the preferential dividend set
surplus fund out above in (a), each holder of Series E1 CCPS shall be entitled
to fully participate and receive such dividends declared in favour
of the Equity Shareholders of the Company pro-rata to the

2
“SHA” shall mean the: (a) shareholder’s agreement dated December 24, 2021 executed by and between the Company,
the Promoters, the Investors, Helion Venture Partners II LLC, Motilal Oswal Financial Services Limited, Shubhmo
Employee Trust, Mope Investment Advisors Private Limited, India Business Excellence Fund – IIA and PI
Opportunities Fund I; and (ii) the capitalised terms used but not defined herein have the meaning ascribed to such
terms in the SHA.

Page 21 of 40
 shareholding of holders of Series E1 CCPS calculated on a Fully
Diluted Basis.

In addition, the assets available for distribution pursuant to a

Liquidation Event shall be distributed in the manner set out under
the SHA.

(c) The participation in The assets available for distribution pursuant to a Liquidation
surplus assets and Event shall be distributed in the manner set out under the SHA.
profits, on winding-up
which may remain
after the entire capital
has been repaid
(d) The payment of Non-cumulative
dividend on
cumulative or non-
cumulative basis
(e) The conversion of The holders of the Series E1 CCPS may convert the Series E1
Series E1 CCPS into CCPS in whole or part into Equity Shares at any time before the
equity shares expiry of 19 (nineteen) years and 3 (three) months from the date
of issue of the Series E1 CCPS in the ratio of 1 (one) fully paid-
up Equity Share per 1 (one) Series E1 CCPS, subject to the terms
and conditions of the SHA. The holders of Series E1 CCPS shall,
at any time prior to the expiry of 19 (nineteen) years and 3 (three)
months) from the date of issue of the Series E1 CCPS, be entitled
to call upon the Company to convert the Series E1 CCPS by
issuing a notice to the Company accompanied by a share
certificate representing the Series E1 CCPS sought to be
converted. Immediately and no later than 30 (thirty) days from
the receipt of such notice, the Company shall issue Equity Shares
in respect of the Series E1 CCPS sought to be converted. The
record date of conversion of the Series E1 CCPS shall be deemed
to be the date on which the holder of Series E1 CCPS issues a
notice of conversion to the Company. The Series E1 CCPS, or
any of them, if not converted earlier, shall automatically convert
into Equity Shares at the then applicable conversion ratio, (i) if
the Company is undertaking an IPO then 02 (two) Business Days
prior to earlier of (A) the filing of the red herring prospectus by
the Company with the regulatory authorities in connection with
the IPO or (B) the last date on which all convertible instruments
of a company undertaking an IPO must be converted into Equity
Shares under applicable law or (ii) on the date of expiry of 19
(nineteen) years and 3 (three) months from the date of allotment
of the Series E1 CCPS, whichever of (i) or (ii) may be earlier.

Page 22 of 40
 The Series E1 CCPS , or any of them, if not converted earlier,
shall automatically convert into Equity Shares at the then
applicable conversion ratio upon occurrence of the event as
specified in clause 9.2.7 of the SHA
(f) The voting rights The holders of Series E1 CCPS shall, at all times, be entitled to
attend meetings of all Shareholders of the Company and will be
entitled to vote on all such matters which affect their rights
directly (including matters requiring Investor Majority
Approval, Investor Supermajority Approval, Specified Majority
Approval or Specified Supermajority Approval, to the extent the
holder of such Shares is entitled to exercise rights with respect to
such matters in accordance with the SHA).

Any other Shares acquired by a holder of Series E1 CCPS in

accordance with the provisions of the Transaction Documents
shall entitle such Person to voting rights in connection with such
other Shares, to the extent the holder of such other Shares is
entitled to exercise such rights in accordance with the SHA.

All other voting rights shall be governed by the provisions of

clause 9.1 of the SHA.

(g) The redemption of Not applicable, since the Series E1 CCPS are compulsorily
preference shares convertible into Equity Shares in accordance with the terms of
issue thereof.

* The particulars of Series E1 CCPS are as set out in Part A of Annexure A1.
Series E2 CCPS
S. Subject Terms**
No.
(a) The priority with The Series E2 CCPS shall carry a pre-determined dividend rate
respect to payment of of 0.01% (Zero Point Zero One Percent) per annum on the
dividend or repayment amount subscribed in preference to other classes of Shares as and
of capital vis-a-vis when, and if, declared by the Board. Where, after paying the
equity shares holder of Series E2 CCPS, the dividend as aforementioned, any
dividend is declared in favour of the Equity Shareholders by the
Company or the Board, the holder of Series E2 CCPS shall be
entitled to fully participate and receive such dividends declared
in favour of the Equity Shareholders of the Company pro-rata to
the shareholding of holders of Series E2 CCPS calculated on a
Fully Diluted Basis.

No dividends shall be paid on any Equity Shares or on any Share

of any other class of Shares during any Financial Year of the

Page 23 of 40
 Company until the preferential dividend on the Series E2 CCPS
has been paid or declared and set apart during that Financial Year
and any prior Financial Year in which dividends were declared
and accumulated but remain unpaid. Payment of dividend shall
be subject to Applicable Laws, including provisions of the
Foreign Exchange Management Act, 1999 and rules made
thereunder. The rights of Series E2 CCPS in respect of dividends
shall rank pari passu with that of Series A Preference Shares,
Series B Preference Shares, Series C Preference Shares, Series D
Preference Shares and Series E1 CCPS. The terms of issue of the
Series E2 CCPS are set out in Annexure A1 attached hereto.

Further, the priority with respect to the repayment of capital is

set out in the SHA.

(b) The participation in In addition to and after payment of the preferential dividend set
surplus fund out above in (a), each holder of Series E2 CCPS shall be entitled
to fully participate and receive such dividends declared in favour
of the Equity Shareholders of the Company pro-rata to the
shareholding of holders of Series E2 CCPS calculated on a Fully
Diluted Basis.

In addition, the assets available for distribution pursuant to a

Liquidation Event shall be distributed in the manner set out under
the SHA.

(c) The participation in The assets available for distribution pursuant to a Liquidation
surplus assets and Event shall be distributed in the manner set out under the SHA.
profits, on winding-up
which may remain
after the entire capital
has been repaid
(d) The payment of Non-cumulative
dividend on
cumulative or non-
cumulative basis
(e) The conversion of The holders of the Series E2 CCPS may convert the Series E2
Series E2 CCPS into CCPS in whole or part into Equity Shares at any time before the
equity shares expiry of 19 (nineteen) years from the date of issue of the Series
E2 CCPS in the ratio of 01 (one) fully paid-up Equity Share per
01 (one) Series E2 CCPS, subject to the terms and conditions of
the SHA. The holders of Series E2 CCPS shall, at any time prior
to the expiry of 19 (nineteen) years from the date of issue of the
Series E2 CCPS, be entitled to call upon the Company to convert
the Series E2 CCPS by issuing a notice to the Company

Page 24 of 40
 accompanied by a share certificate representing the Series E2
CCPS sought to be converted. Immediately and no later than 30
(thirty) days from the receipt of such notice, the Company shall
issue Equity Shares in respect of the Series E2 CCPS sought to
be converted. The record date of conversion of the Series E2
CCPS shall be deemed to be the date on which the holder of
Series E2 CCPS issues a notice of conversion to the Company.
The Series E2 CCPS, or any of them, if not converted earlier,
shall automatically convert into Equity Shares at the then
applicable conversion ratio, (i) if the Company is undertaking an
IPO then 02 (two) Business Days prior to earlier of (A) the filing
of the red herring prospectus by the Company with the regulatory
authorities in connection with the IPO or (B) the last date on
which all convertible instruments of a company undertaking an
IPO must be converted into Equity Shares under applicable law
or (ii) on the date of expiry of 19 (nineteen) years from the date
of allotment of the Series E2 CCPS, whichever of (i) or (ii) may
be earlier. The Series E2 CCPS , or any of them, if not converted
earlier, shall automatically convert into Equity Shares at the then
applicable conversion ratio upon the occurrence of the event as
specified in clause 9.2.7 of the SHA
(f) The voting rights The holders of Series E2 CCPS shall, at all times, be entitled to
attend meetings of all Shareholders of the Company and will be
entitled to vote on all such matters which affect their rights
directly (including matters requiring Investor Majority
Approval, Investor Supermajority Approval, Specified Majority
Approval or Specified Supermajority Approval, to the extent the
holder of such Shares is entitled to exercise rights with respect to
such matters in accordance with the SHA).

Any other Shares acquired by a holder of Series E2 CCPS in

accordance with the provisions of the Transaction Documents
shall entitle such Person to voting rights in connection with such
other Shares, to the extent the holder of such other Shares is
entitled to exercise such rights in accordance with the SHA. All
other voting rights shall be governed by the provisions of clause
9.1 of the SHA.

(g) The redemption of Not applicable, since the Series E2 CCPS are compulsorily
preference shares convertible into Equity Shares in accordance with the terms of
issue thereof.

** The particulars of Series E2 CCPS are as set out in Part B of Annexure A1.

Page 25 of 40
 Annexure – B (shareholding prior to the issuance of Subscription Securities)

THE CURRENT SHAREHOLDING PATTERN OF THE COMPANY*

*the shareholding percentage is considered on fully diluted basis

S. Total Face % of total

Name No. of Share Category
No Values (Rs.) shareholding
Sanjay
1 2,50,000 25,00,000 Equity 4.36%
Chaturvedi
2 Rupa Basu 2,50,000 25,00,000 Equity 4.36%
Helion Venture
3 1,63,763 16,37,630 Equity 2.86%
Partners II LLC
Topaz Inclusion
4 3,91,867 39,18,670 Equity 6.83%
Pte. Ltd
Shubham
5 Employees 1,19,047 11,90,470 Equity 2.08%
Welfare Trust
ESOP through
6 1,27,889 12,78,890 Equity 2.23%
Direct Route
PI Opportunities
7 2,36,818 23,68,180 Equity 4.13%
Fund I
PI Opportunities
8 Fund I - Scheme 4,61,092 46,10,920 Equity 8.04%
II
9 IBEF- IIA 33,283 3,32,830 Equity 0.58%
Motilal Oswal
10 Financial 1,02,309 10,23,090 Equity 1.78%
Services Limited
Shubhmo
11 6003 60,030 Equity 0.10%
Employee Trust
Sub-Total
21,42,071 2,14,20,710 37.35%
Equity
Helion Venture
12 6,58,164 65,81,640 Preference (Convertible) 11.48%
Partners II LLC
Topaz Inclusion
13 75,000 7,50,000 Preference (Convertible) 1.31%
Pte. Ltd
PI Opportunities
14 22,09,895 2,20,98,950 Preference (Convertible) 38.53%
Fund I

15 IBEF- IIA 3,72,141 37,21,410 Preference (Convertible) 6.49%

Motilal Oswal
16 Financial 1,04,461 10,44,610 Preference (Convertible) 1.82%
Services Limited

Page 26 of 40
 Shubhmo
17 10,216 1,02,160 Preference (Convertible) 0.18%
Employee Trust
Sub-Total CCPS 34,29,877 3,42,98,770 59.80%
OCDs to Sanjay
18 74,042 7,40,420 OCD 1.29%
Chaturvedi
OCDs to Rupa
19 89,182 8,91,820 OCD 1.56%
Basu
Sub-Total OCDs 1,63,224 16,32,240 2.85%
Grand Total 57,35,172 5,73,51,720 100.00%

Page 27 of 40
 Annexure-C

THE EXPECTED DILUTION IN EQUITY SHARE CAPITAL UPON CONVERSION OF

PREFERENCE SHARES * (shareholding post issuance of the Subscription Securities)
*the shareholding percentage is considered on fully diluted basis

S. Total Face % of total

Name No. of Share Category
No Values (Rs.) shareholding
1 Sanjay Chaturvedi 2,50,000 25,00,000 Equity 3.18%
2 Rupa Basu 2,50,000 25,00,000 Equity 3.18%
Helion Venture
3 1,63,763 16,37,630 Equity 2.08%
Partners II LLC
British
International
Investment plc
4 10 100 Equity 0.00%
(formerly known
as CDC Group
plc)
Asian
5 Development 10 100 Equity 0.00%
Bank
Topaz Inclusion
6 3,91,867 39,18,670 Equity 4.99%
Pte. Ltd
Shubham
7 Employees 1,19,047 11,90,470 Equity 1.52%
Welfare Trust
ESOP through
8 1,27,889 12,78,890 Equity 1.63%
Direct Route
PI Opportunities
9 2,36,818 23,68,180 Equity 3.01%
Fund I
PI Opportunities
10 Fund I - Scheme 4,61,092 46,10,920 Equity 5.87%
II
11 IBEF- IIA 33,283 3,32,830 Equity 0.42%
Motilal Oswal
12 Financial Services 1,02,309 10,23,090 Equity 1.30%
Limited
Shubhmo
13 6003 60,030 Equity 0.08%
Employee Trust
Sub-Total Equity 21,42,091 2,14,20,910 27.27%
Helion Venture
14 6,58,164 65,81,640 Preference (Convertible) 8.38%
Partners II LLC

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 British
International
Investment plc
15 9,89,727 1,97,94,540 Preference (Convertible) 12.60%
(formerly known
as CDC Group
plc)
Asian
16 Development 6,53,923 1,30,78,460 Preference (Convertible) 8.32%
Bank
Topaz Inclusion
17 3,15,082 55,51,640 Preference (Convertible) 4.01%
Pte. Ltd
PI Opportunities
18 22,09,895 2,20,98,950 Preference (Convertible) 28.13%
Fund I
PI Opportunities
19 Fund I - Scheme 2,37,112 47,42,240 Preference (Convertible) 3.02%
II

20 IBEF- IIA 3,72,141 37,21,410 Preference (Convertible) 4.74%

Motilal Oswal
21 Financial Services 1,04,461 10,44,610 Preference (Convertible) 1.33%
Limited
Shubhmo
22 10,216 1,02,160 Preference (Convertible) 0.13%
Employee Trust
Sub-Total CCPS 55,50,721 7,67,15,650 70.66%
OCDs to Sanjay
23 74,042 7,40,420 OCD 0.94%
Chaturvedi
OCDs to Rupa
24 89,182 8,91,820 OCD 1.14%
Basu
Sub-Total OCDs 1,63,224 16,32,240 2.08%
Grand Total 78,56,036 9,97,68,800 100.00%

Page 29 of 40
 Annexure –D

NAMES OF THE PROPOSED ALLOTTEES AND THE PERCENTAGE OF THE POST

PREFERENTIAL OFFER CAPITAL THAT MAY BE HELD BY THEM*

S. Name of the proposed Number of securities % of

No. allottee offered shareholding
post-issue*
1. British International 10 Equity Shares 12.60
Investment plc (formerly 9,89,727 Series E2 CCPS
known as CDC Group plc)
2. Asian Development Bank 10 Equity Shares 8.32
6,53,923 Series E2 CCPS

3. Topaz Inclusion Pte. Ltd. 2,40,082 Series E1 CCPS 9.00

4. PIOF I Scheme II 2,37,112 Series E1 CCPS 8.89

*on a fully diluted basis (based on the assumption that all the investors will fully subscribe to the securities
offered). Note that in calculating the fully diluted basis, all the equity shares and CCPS issued by the Company
as well as: (i) 1,43,324 (one lakh forty three thousand three hundred and twenty four) optionally convertible
debentures (“OCDs”) (each convertible into 1 (one) Equity Share)) already issued by the Company to the
promoters in the following manner: (a) 71,662 (seventy one thousand six hundred and sixty two) OCDs issued
to Mr. Sanjay Chaturvedi; and (b) 71,662 (seventy one thousand six hundred and sixty two) OCDs issued to
Ms. Rupa Basu; and (ii) upto 19,900 (nineteen thousand nine hundred) OCDs (each convertible into 1 (one)
Equity Share) issued by the Company to the promoters in the following manner: (a) upto 2,380 (two thousand
three hundred and eighty) OCDs to Mr. Sanjay Chaturvedi; and (b) upto 17,520 (seventeen thousand five
hundred and twenty) OCDs to Ms. Rupa Basu..

Page 30 of 40
 Annexure – E

THE PRE ISSUE AND POST ISSUE SHAREHOLDING PATTERN OF THE COMPANY
(Per sub clause (xiii) of clause (d) sub-rule 2 of rule 13 of Companies (Share capital and Debentures)
Rules, 2014)

- Pre-Issue Post Issue

No. of equity No. of % Of No. of Shareholdi No. of equity No. of % Of No. of Shareholding
Category shares held preferen Sharehold Optionall ng % on shares held preferenc Shareholding Optionall % on fully
ce shares ing y fully e shares y diluted basis
held Convertib diluted held Convertib
le basis le
Debentur Debentur
es held es held
A Promoter's
Holding
1 Indian

Individual 500,000 0 8.72 163,224 2.84 500,000 0 6.36 163,224 2.08

Body Corporate - - - - -
Sub Total 500,000 0 8.72 163,224 2.84 500,000 0 6.36 163,224 2.08
2 Foreign - - - - - - - - - -
Promoters
Sub Total (A) 500,000 0 8.72 163,224 2.84 500,000 0 6.36 163,224 2.08
Pre-Issue Post Issue
Sl. No. of equity No. of % Of No. of Shareholdi No. of equity No. of % Of No. of Shareholding
No. Category shares preferen Sharehold Optionall ng % on shares held preferenc Shareholding Optionall % on fully
held ce shares ing y fully e shares y diluted basis
held Convertib diluted held Convertib
le basis le
Debentur Debentur
es held es held
B Non- Promoters
holding
1 Institutional - - - - - 10 653,923 8.32 - -
investors
2 Non- institutional
investors
Private Corporate 691,222 1,209,76 33.15 - - 691,232 2,439,575 39.85 - -
bodies + 6
Directors and - - - - - - - - - -
relatives
Indian Public - - - - - - - - - -
Others (Including 822,960 2,220,11 53.06 - - 822,960 2,457,223 41.75 - -
Non- resident 1
Indians
(NRIs))++
ESOP pool 127,889 - 2.23 127,889 - 1.63 - -
Sub -total (B) 1,642,071 3,429,87 88.44 - - 1,642,091 5,550,721 91.56 - -
7
Grand Total 2,142,071 3,429,87 97.16 163,224 2.84 2,142,091 5,550,721 97.92 163,224 2.08
7

Page 31 of 40
+ In Private Corporate bodies we have included Helion Venture Partners II LLC, Topaz Inclusion
Pte. Ltd., IBEF-IIA, Motilal Oswal Financial Services Limited and British International
Investment plc (formerly known as CDC Group plc).
++ In others we have included PI Opportunities Fund I, PI Opportunities Fund I-Scheme II,
Shubham Employee Welfare Trust and Shubhmo Employee Trust.
* The shareholding pattern assumes that the securities i.e. Equity Shares, Series E1 CCPS and
Series E2 CCPS offered under this Offer Letter, to the respective Investors have been accepted by
each of them, and allotted by the Company to each of them.

Page 32 of 40
 Annexure - F VALUATION REPORT

Ph.: +91 11 4914 9740

3rd Floor, C 11, Community Centre E mail: [email protected]
Janak Puri, New Delhi 110 058 www.sundaecapital.com
Sundae Capital Advisors Private Limited
CIN: U65990DL2016PTC305412

June 06, 2022

To,
The Board of Directors
Shubham Housing Development Finance Company Limited
D 305, Ground Floor, Sarvodaya Enclave
New Delhi 110017

Subject: Report on fair valuation of shares of Shubham Housing Development Finance Company
Limited

Dear Members,

This is in accordance with the terms of reference set out in our engagement letter (referred to as
“EL”), wherein Sundae Capital Advisors Private Limited (referred to as “Sundae” or “We”) has been
requested by Shubham Housing Development Finance Company Limited (“SHDFCL” or “the Client”)
in relation to carrying out a valuation of shares of Shubham Housing Development Finance Company
Limited (or the “Company”).

INTRODUCTION: SUNDAE CAPITAL ADVISORS PRIVATE LIMITED

Sundae Capital Advisors Private Limited is registered with SEBI as Category I Merchant Banker
“Merchant Banker” and with IBBI as Registered Valuer (Securities or Financial Assets) “Registered
Valuer”. We are engaged in providing Merchant Banking, Valuation, Corporate Advisory and
Transaction services and Stock Incentive Plan Advisory services to our clients.

PURPOSE OF VALUATION AND APPOINTING AUTHORITY

With reference to discussion with Management of the Company, we have been appointed in the
capacity of Registered Valuer to derive the fair value of Shares of the Company. We understand that
the management requires the valuation report for the purpose of calculating fair value of its shares
and securities in terms of the provisions of provisions of Section 42 of the Companies Act, 2013 “CA
2013” and the rules issued thereunder for the proposed issuance of Optionally Convertible
Debentures “OCDs” also this report can be relied upon by receiver, seller and issuer of shares along
with their respective advisors/consultants.

BACKGROUND INFORMATION OF THE ASSET BEING VALUED

Shubham Housing Development Finance Company Limited incorporated on 23 February 2010. It is

classified as non govt company and is registered at Registrar of Companies, Delhi. Shubham is a
leader in providing housing finance solutions to those with informal incomes. They are amongst the
first organizations in India to transcend from document based underwriting to customized credit
programs for each customer and have become a leading home loan provider at low interest.

Page 1 of 8
IBBI Regn. No.: IBBI/RV E/03/2021/136

Page 33 of 40
BASIS & PREMISE OF VALUE

This Valuation is based on “Fair Value” as at the Valuation Date and the Premise of Value is “Going
concern”.

The basis of value describes the type of value being measured and considers the perspectives of the
parties to the assumed transaction.

The premise of value is driven by the purpose of the valuation and basis of value used, and generally
falls into the following categories:

• A going concern premise is the most common premise of value; it presumes the continued use
of the assets, and that the company would continue to operate as a business.
• An orderly or forced liquidation premise incorporates an in exchange assumption (i.e., the assets
are operated or sold individually or as a group, not as part of the existing business).

The generally accepted definition of “Fair Value” or “Market Value” is the value as applied between
a hypothetical willing vendor and a hypothetical willing prudent buyer in an open market and with
access to all relevant information.

DISCLOSURE AND VALUER INTEREST / CONFLICT

We do not have any interest or conflict of interest of any kind with the Company, with respect to the
valuation being undertaken by us, except the shareholding of our Company / the Director signing
this report in the Client as under:

Name No. of shares held

Sundae Capital Advisors Private Limited NIL
NitiN Somani NIL

Our fee for this assignment is based on the engagement with the Client and not contingent upon the
result or the value of business or in any other manner.

DATE OF APPOINTMENT, VALUATION AND REPORT

Date of Appointment April 27, 2022

Date of Valuation April 30, 2022
Date of Report June 06, 2022

SOURCE OF INFORMATION AND REPRESENTATIONS

For the purpose of deriving the fair value of Shares of the Company, we have relied on the
discussions with the Management of the Company and the following information and documents
made available to us:

Audited Financials of the Company as on March 31, 2022

Provisionals financial statements of the Company as on April 30, 2022
Projected financials of the Company till FY 31.
Shareholding on fully diluted basis as on Valuation date.
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Page 34 of 40
 Information and explanations given by management.
Other information as available in public domain.

We have appropriately reviewed, obtained explanations and information considered reasonably

necessary for exercise from the executives and representatives of the Company. We have also
obtained explanations on the basis of key assumptions used in financial projections of the Company.

The Company has been provided with the opportunity to review the draft valuation report
(excluding the fair value) for this engagement to make sure that factual inaccuracies are avoided in
our final valuation report. Our analysis considers those facts and circumstances present at the
Company at the valuation date. Our opinion would most likely to be different if another valuation
date was used.

Further, this report is subject to the scope, assumptions, exclusions, caveats, limitations and
disclaimers detailed hereinafter in Annexure A. As such, the report is to be read in totality, and not
in parts, in conjunction with the relevant documents referred to herein.

INSPECTIONS AND /OR INVESTIGATIONS UNDERTAKEN INCLUDES

Analysis of the Company’s historical operating results;

Review of general financial market conditions, including those for its industry;
Review of its website;
Such other information we considered relevant to forming our opinion.

The investigation also included discussions with the Company’s management concerning the history
and nature of the business, its financial condition, and its future prospects. In the course of the
study, we used financial and other information provided by the Company, or obtained from private
and public sources we believe to be reliable. Our conclusions are dependent on such information
being complete and accurate in all material respects. However, we have not examined such
information and, accordingly, do not express an opinion or any other form of assurance thereon.

PROCEDURE ADOPTED IN CARRYING OUT THE VALUATION AND VALUATION STANDARDS

We performed the following procedures and relied upon International Valuation standards and ICAI
Valuation Standards to arrive at the value of the Company

Identified the nature of the business and reviewed the history of the Company.
Researched the general economic outlook and the outlook for the specific industry at the
date of the valuation.
Collected the Company's relevant financial statements.
Compared the Company's financial ratios and common size financial statements to industry
guideline data to identify any significant variances.
In the absence of Audited Financials of the Company, the reports as provided by the
management of the Company was relied upon.
Developed risk adjusted Capitalization and Discount Rates to apply to the Company's
historic and projected earnings, respectively.

APPROACHES TO VALUATION

In developing the valuation, the three most common valuation approaches used globally are:
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Page 35 of 40
• Income (Income based) approach
• Market (Market based) approach
• Asset (Asset based) approach (used for businesses, business ownership interests, and securities)
or cost approach (used for intangible assets)

Income Approach

A general way of determining a value indication of a business, business ownership interest, security,
or intangible asset by using one or more methods through which anticipated benefits are converted
into value. Methods include discounted cash flow.

Market Approach

A general way of determining a value indication of a business, business ownership interest, security,
or intangible asset by using one or more methods that compare the subject to similar businesses,
business ownership interest, securities, or intangible assets that have been sold, or if shares are
frequently trading, traded price of same can be considered. Methods include Peer trading multiple
and frequently traded share price.

Asset Approach

A general way of determining a value indication of a business, business ownership interest, security,
or intangible asset using one or more methods based on the value of the assets net of liabilities.
Methods include net asset value.

SELECTION OF APPROACH AND VALUATION METHOD

With reference to discussion with management and explanations provided by them along with our
assessment, keeping in mind the context and purpose of valuation, we considered DCF method
(based on financial information prepared by the management of company) for valuation, as it
captures the growth potential of business going forward and in case of entity with continuing
operations on going concern basis value lies in future.

The calculation for the same is enclosed as Annexure B to this report. The said valuation is based on
the generally accepted principles and methods followed internationally and on arms length basis.

<< Space has been left blank on purpose>>

Page 4 of 8

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CONCLUSION

Based on our analysis, as described in the valuation report, and subject to the assumptions
presented herein, in our opinion the estimated fair value per share on fully diluted basis of the
Company as on April 30, 2022 is INR 2,829.04 (Indian Rupees Two Thousand Eight Hundred Twenty
Nine and Paisa Four Only).

We have no obligation to update this report or our conclusion of value for information that comes to
our attention after the date of report.

for Sundae Capital Advisors Private Limited

(IBBI Regn. No IBBI/RV E/03/2021/136)

NitiN Somani
Director
Registered Valuer (S&FA)
Reg. No. IBBI/RV /03/2020/13127

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 Annexure A

Caveats, Limitations and Disclaimers

This is only a valuation report and not to be used for undertaking any buy or sell decision.
While carrying out the valuation We have relied upon and considered the information and
representations made available by the management.
We have assumed such representations to be reliable and our conclusions are dependent on
such information being complete and accurate in all material respects and nothing has come to
our attention to cause us to believe that the facts and data taken for the purpose are not
correct. We neither required, nor have independently verified, or carried out a due diligence or
detailed appraisal of the management’s information, explanations and data submitted to us for
the purpose of this valuation. We have reviewed these information & data for broad
consistency.
While our work has involved an analysis of financial information and accounting records, our
engagement does not include an audit in accordance with generally accepted auditing standards
of the client existing business records. Accordingly, we express no audit opinion or any other
form of assurance on this information.
The conclusion of value arrived at herein is based on the assumption that the current level of
management expertise and effectiveness would continue to be maintained, and that the
character and integrity of the enterprise through any sale, reorganization, exchange, or
diminution of the owners’ participation would not be materially or significantly changed. We do
not provide assurance on the achievability of the results forecasted by the client because events
and circumstances frequently do not occur as expected; differences between actual and
expected results may be material; and achievement of the forecasted results is dependent on
actions, plans, and assumptions of management.
It has been confirmed to us that there are no events and / or demands, decisions legal or
otherwise against the company, which are likely to affect materially the state of the balances of
accounts as on the valuation date and/or the future profits of the Companies.
This report has been prepared on the understanding that the management has drawn our
attention to all the matters concerning the company’s financial position and other matters,
which may have an impact on the company’s future business.
Our views are necessarily based on economic, market, and other conditions currently in effect,
and the information made available to us, as of the date hereof. It should be understood that
subsequent developments may affect our views and that we do not have any obligation to
update, revise, or reaffirm the views expressed in the Report. Nothing contained within the
Report is or should be relied upon as a promise or representation as to the future. Due to
possible changes in market forces and circumstances, this valuation report can only be regarded
as relevant as at the Valuation date.
For the purpose of this assignment, we have not attempted a detailed due diligence review for
various aspects i.e., commercial, operational, financial, legal, environmental, etc.
We have not audited or carried out any detailed analysis of the profitability and cash flow
projections as made available to us by the management.
No investigation of the title of the assets and liens / encumbrances thereon has been made and
owner’s claim to the assets has been assumed to be valid.
This report does not constitute an offer or invitation to any section of the public to subscribe for
or to purchase any securities in or assets or liabilities of the above mentioned companies.
While we have provided the valuation report based on information available to us and within
the scope of our limitations solely for the purpose as mentioned in the report. The decision to
agree upon the final valuation lies solely with the Company.

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We have acted as independent entity for this engagement and will receive professional fees for
our services. In the ordinary course of business, Sundae is engaged in merchant banking
business including corporate advisory, re structuring, etc and valuations. We may be providing
various other unrelated independent professional advisory services to the Client in the ordinary
course of our business.
This report is confidential for use of the persons to whom it is issued and can be used and relied
upon by other parties involved and may be produced before regulatory authorities, as may be
required, in connection with the purpose outlined above. It must not be copied, disclosed,
circulated or quoted without our prior consent for reasons other than mentioned in the Purpose
section of this report.
In no event shall we be liable for any loss, damages, cost or expenses arising in any way from
fraudulent acts, misrepresentations or wilful default on part of the client or companies, their
directors, employees or agents, we have relied on data from external sources also to conclude
the valuation. These sources are believed to be reliable and therefore, we assume no liability for
the truth or accuracy of any data, opinions or estimates furnished by others that have been used
in this analysis. Where have relied on data, opinions or estimates from external sources,
reasonable care has been taken to ensure that such data has been correctly extracted from
those sources and /or reproduced in its proper form and context.
The report assumes that the company complies fully with relevant laws and regulations
applicable in its area of operations and usage unless otherwise stated, and that the companies
will be managed in a competent and responsible manner. Further, as specifically stated to the
contrary, this report has given no consideration to matters of a legal nature, including issues of
legal title and compliance with local laws, and litigations and other contingent liabilities that are
not recorded/reflected in the balance sheet provided to me.
We are fully aware that based on the opinion of value expressed in this report, We may be
required to give testimony or attend court / judicial proceedings with regard to the subject
assets, although it is out of scope of the assignment, unless specific arrangements to do so have
been made in advance, or as otherwise required by law. In such event, the party seeking our
evidence in the proceedings shall bear the cost/professional fee of attending court / judicial
proceedings and our tendering evidence before such authority shall be under the applicable
laws.
The Fair Valuation have been performed on the basis of financial information provided by
management. In the absence of financials as of the valuation date and based on representation
given by the management, we have considered financials as on the last available financial
statements as a base year for the valuation, valuation report may change post availability of
financials as on the valuation date or such information.
The valuation report is tempered by the exercise of judicious discretion by us and judgment
taking into account the relevant factors. There will always be several factors, e.g., management
capability, present and prospective competition, yield on comparable securities, market
sentiment, etc. which may not be apparent from the Balance Sheet but could strongly influence
the value.

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Page 39 of 40
 Annexure B
All Figures in INR Crore
FY23
Particulars (May 22 to FY24 FY25 FY26 FY27
Mar 23)
Discounting Factor Mid Year 0.46 1.42 2.42 3.42 4.42
PAT 66.47 143.06 256.40 392.21 610.48
Add: ESOP Expenses 5.95 6.26 6.59 1.86 4.77
Add: Depreciation 2.82 3.64 3.20 3.26 3.57
Capex 5.87 5.80 6.79 6.19 5.94
Changes in Debt 845.63 1,486.99 2,825.38 2,145.55 2,805.56
Changes in Loans and Advances 1,145.21 1,702.80 2,777.01 4,008.70 3,497.62
Changes in Non Cash Working Capital 146.47 48.45 113.14 9.27 180.31
FCFE 376.68 20.19 194.61 1,481.28 101.14
Terminal value
Discount Rate 16.1% 16.1% 16.1% 16.1% 16.1%
Discounting Factor Mid Year 0.93 0.81 0.70 0.60 0.52
Discounted Cash flows 351.77 16.35 135.67 889.46 52.31

Sustainable
Particulars FY28 FY29 FY30 FY31 Annualized
Cash flows
Perpetuity Growth % 5%
Discounting Factor Mid Year 5.42 6.42 7.42 8.42
PAT 812.27 1,034.46 1,351.56 1,838.63 2,077.15
Add: ESOP Expenses 5.73 6.87 8.25 9.90 9.90
Add: Depreciation 3.95 4.47 5.36 6.43 6.43
Capex 6.53 7.84 8.62 9.48 6.43
Changes in Debt 4,730.16 5,613.46 6,447.73 8,764.03 8,690.65
Changes in Loans and Advances 5,422.98 6,323.68 7,517.10 10,084.45 10,000.00
Changes in Non Cash Working Capital 42.01 14.69 42.15 14.38
FCFE 164.60 342.44 329.34 539.45 777.69
Terminal value 7,006.22
Discount Rate 16.1% 16.1% 16.1% 16.1% 16.1%
Discounting Factor Mid Year 0.45 0.38 0.33 0.28 0.28
Discounted Cash flows 73.33 131.39 108.84 153.56 1,994.40

Sum of Discounted Cash flows 1,391.93

Add: Cash 69.32
Add: Non current investments 139.21
Add: Cash inflow on exercise of ESOPs 14.91
Add: Tax Benefit on Depreciation 1.50
Equity Value (INR Crore) as on April 30, 2022 1,616.87
Number of Shares in Fully diluted basis 57,15,272
Value per share (INR) as on April 30, 2022 2,829.04

Calculation of Cost of Equity

Particulars
Risk Free Rate (Rf) 7.3%
Equity Risk Premium (Rp) 8.4%
Re levered Beta (B) 0.81
Cost of Equity (A) = (Rf + Rp*(B)) 14.1%
Company specific risk premium (C) 2.0%
Cost of Equity (D) = ((A)+(C)) 16.1%

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