eae Bandhan Bank Limited ID | eas. ce: 0152 Sector Sa ake Cy, lata 700091 | cn L67190W820140C204622 Bank Phone: +51 33 6608 0909, 4085 6456 | Fox +91 33 66090502 nat nfowbandigalgelRoN LEER "™benchendankcom Ref. No: BBL/ DEL/ NBFC/ 20~21/01 Dated: August 26 , 2020 To, Finova Capital Private Limited(FCPL) 702, 7* Floor, Unique Aspire, Plot No. 13-14 Cosmo Colony, ‘Amrapali Marg, Vaishali Nagar, Jaipur, Rajasthan- 302021. Kind Attn : Mr. Mohit Sahney Dear Sir, ‘Sub: Sanction of Rupee Term Loan Facility. With reference to your request for and subsequent discussions/ clarifications, we have pleasure in advising that the competent authority of our bank has approved the following credit facility subject to the stipulated ‘terms and conditions given in the Annexure-|. (Rs. in Crore) Nature of Credit Facility Existing Limit Revised/ Proposed Limit | Rupee Term Loan - | 10.00* | 10.00° | Rupee Term Loan Ht 15.00" 15,00* | Rupee Term Loan - Ii : 20.00%* | Total | i 45.00 | ‘outstanding Balance as of 2% August 2020 for Term Loan —! was Rs. 5.55 Cr and for Term Loan =I! was Rs 12.25 Cr ‘Fresh Term Loan ‘The credit facility shall be parked at our Jaipur Branch (Branch Code -1518). Please return us the duplicate copy of this letter, duly signed by Authorised Signatory of the entity and guarantor/s in token of acceptance of ‘the below terms and conditions stipulated herein. Please also get in touch with our Branch Head of Jaipur Branch (Branch Code -1518) and arrange for completion of the necessary documentation and other related formalities at the earliest. We assure our best possible services to you. Yours faithfully, For & on beh Bank Limited Tao is ‘Authorized :‘Schedule-1 ‘Term & Conditions Particulars Descriptions jorrower [Finova Capital Private Ltd lLender (s) [Bandhan Bank Limited (BBL) e E Facility Agreement and all other financing and security document as may be| Ffransaction documents quired by the Lender and which are used and customary in financing of this nature. Facility Details Rupee Term Loan of INR 20.00 crore (“ Facility Amount”). Disbursement to be done in} Facility 2 tranches of Rs. 10 Crs each and second tranche to be done after utilisation of funds| released in first tranche. pose [The Facility shall be used for on-lending to MSMEs INor-refundable processing fee of 0.50% of the Facility amount + applicable GST to be| Processing Fee collected upfront. Pate of imerest {The rate of interest stipulated is 11.75% (Fixed) per annum plus applicable interest ta lor other statutory levy, if any, on the principal amount of the loan remaining| utstanding each day. jonthly, Interest on the facility shall be made in arrears at the end each interest] |interest period Jperiod and calculated on the basis of the actual number of days elapsed in a year of| 365 days. The first interest period shall begin from the First Drawdown Date. [The Facility shall be repaid in 60 equal monthly installments as per the repayment! |Repayment period schedule lprincipal repayment will be due on the ist day of every month First due date will be| |Moratorium {30 days from the date of first disbursement or 1st day of next month whichever is| ater. [Drawdown [Pate of last drawdown would be October 31, 2020 Borrower may prepay the Facility amount with payment of Prepayment Premium of| ment [2.00% on the principal amount of loan proposed to be prepaid. 1, The default interest rate shall be applied on the outstanding Facility at 2.00%| cover and above the interest rate. 2. For any breach of sanctioned terms, additional interest of 2.00% shall be} Default Interest Rate charged for the period of such default. 3. Penalty of 2% to be charged on full not received within 60 days of drawdown of each tranche. wursed amount if end use certificate isParticulars a Descriptions 4. Exclusive charge by way of hypathecation on the Book Debts with a minimum asset cover of 1.15 times. 2. Irrevocable Power of Attorney in favour of bank to create} fSecurity mortgage/hypothecation charge in favor of the bank aver specific assets and] to collect the book debts directly from individual borrowers in the event default by the company 3. 4.undated cheques of Rs. 5 Crs each. [customary to the financing ofthis nature, including, but not limited to: 1. Creation of Security as per security clause. 2. Certified true copy of the Borrowing Resolution of Board of Directors approving the terms and conditions of the Facility including authorisation for afixation of Common Seal. 3. Receipt of certified copies of constitutional documents and latest annual audited financial statements of the Borrower. 4. Certified true copy of the shareholders resolution under section 180 (1) (a and 180 (1) (c) , wherever applicable, and CA certificate certifying that the overall borrowing is within the borrowing limit. ca 5. Declaration of detailed credit facilities availed by the Borrower as prescribed by RBI. 6. Declaration from the Company that the rights of the Compulsory Convertible| Preference Shareholders in the Company are in no way superior/in confit with the rights of the Lender in transaction documents. 7. Satisfactory credit opinion report (by post/courier/e-mail) from existing| lender/lenders (minimum one) to be obtained pre-disbursement. 8. Lender shall have the right to stipulate any other pre-disbursement conditions| prior to disbursement. 9. Hard copy of CMA data duly certified by the business entity to be held on record prior to disbursement. For & on behalf of Finova Capital Pvt. LtdParticulars _ Descriptions inditions subsequent. 10 disbursement . The Borrower shail submit a certificate from an independent Chartered) ‘Accountant firm within 60 days from the date of drawdown certifying that book debt {not more than 60 days DPD) aggregating to 1.15 times of the| disbursement has been created through the facility availed of from the Lender. ‘The report shall inter-alia include the borrower details, amount disbursed, purpose,date of disbursement, tenor, EMI. ‘The Borrower shall submit a detailed CA certified portfolio report on quarter) basis within 60 days from the end of the quarter confirming the security cover| by giving detailed borrower-wise book debt (standard) indicating the age-wise| break up of overdues, if any, as per bank's prescribed format. Borrower will provide credit rating for the facility/ies provided by the Lender from an External Credit Assessment Institutions (ECAls) within three months, from the date of first disbursement or such extended interval as may be| stipulated by the Lender. Unit inspection will be done on quarterly basis at the head office/ any of the| branches of the company by the bank officials. Meeting with borrowers of the| company may also be carried out on sample basis. The company to provide Statutory auditor's certificate on quarterly basis on| the outstanding receivables within 60 days of the end of the quarter. lEvents of Default including but not limited to: is Default in payment of interest and/or repayment of principal. Jeopardisation of security. Breach in any terms and conditions. Any other events as may be provided in the facility agreement. Cross default with any lender For & on behalf of Bandh: Tei Authorized Signatory _Particulars Descriptions Other covenants 4 5, 6 7 The credit facilities shall be released only after completion of Pre- Disbursement Conditions, execution of security documents and creation of security. ‘The facility neither in part nor in full shall be used for investment in capital market, land acquisition, acquisition of shares in other Indian company/ies, or| any other purpose that is prohibited under the RBI Master Circular on Sank Finance to NBFCs or under any other law. Half yearly due diligence certificate from a practising Company Secretary to be| provided within 90 days of the end of half year. Copy of Compliance certificate from Statutory Auditor towards compliance of NBFC norms filed with RB! to be submitted within 30 days of such filing. The Drawdown as well as repayment of facility including payment of interest] shall be from the Borrower's operative current account with Bandhan Bank Limited. Gross NPA level of the company shall not exceed 3.00%. The covenant compliance will be based on Audited Balance Sheet. The testing for a financial year will be done by Sep 30th of the succeeding financial year. Annual submission af CA certificate for minimum CRAR of 20%to be| maintained. TOL/TNW should not exceed 3 times at any point of time during the tenor of the loan, Borrower to submit unhedged foreign currency exposure declaration, certificate on quarterly basis in line with extant RBI guideline. nsequences of Event Default lin case of any event of default; 1. 2 Recall of loan with immediate effect. Borrower has to immediately pay the outstanding amount to Bandhan Bank) Ltd. In case the borrower is unable to pay the outstanding amount, immediate| enforcement of securityConnected Lending /Other caida Ineed to be obtained) from the borrower before disbursement. Particulars _____ Descriptions The Borrower hereby deciare that: 3. There are no common directors on the Board of the Bank and the| Company/its subsidiary/its holding company except as otherwise specified. 2. This Facility will not fall under the following categories: 1. Loans to Directors of other banks and their relatives [Declaration on) 2. Loans to companies/firms in which Directors of other banks and theit relatives are interested except as otherwise specified 3, None of the Directors/ Partners/ Individuals are a director of a banking| company or near specified relative of a director of a banking company| except as otherwise specified 4. No senior officer of the Bank is related to the directors of the Company. 5. No senior officer of the Bank holds substantial interest in the company, or \s interested as a guarantor. 6._No suit is pending in any court of law against the directors. inconditional \cellation [he Bank reserves the unconditional right to cancel the outstanding undrawn| Documents (either fully or partially) without giving any prior notice to the Borrower, Jon the occurrence of any one or more of the following: mmit ments to be advanced under the Credit sanction letter and/ or Transaction) 1. In case the Overall Limits/part of the Overall Limits are not utilized by thel Borrower; or In case of Deterioration in the Creditworthiness of the Borrower in anj ‘manner whatsoever; or 3. In case of non-compliance of the terms and conditions of the Transaction| Documents and/or Credit sanction letter. [Charges 1. CERSAI Charges - Rs.200 plus applicable taxes per entries. 2. Documentation Charges — As per schedule of charges. Inspection Charges — As per Schedule of charges. \NeSL Charges - As per actual & Any other charges ~ As per schedule of charges.General Terms & Conditions Applicable to the above Referred Facility (les): ‘The Bank may at its sole discretion disclose such information to such institution(s)/ Bank in connection with the credit facility granted to the borrower if requested by them, 2. The borrower will keep the Bank advised of any circumstances adversely affecting their financial position including any action taken by any creditor, Government Authority against them or happening ‘of any event, which is likely to have an impact on their profit or business. The borrower will inform accordingly with reasons and the remedial steps proposed to be taken. 3. The borrower furnish information/documents including quarterly/annual financial accounts as may bbe required by the Bank for review/renewal of credit facility. Quarterly provisional financial statements to be submitted at the end of every quarter within 60 days from the end of the quarter. The borrower shall forward to the Bank, Audited Balance Sheet and Profit & Loss Account within 6 months of financial year-end or as per the prescribed timeline, in case the Borrower is a listed entity. 4, ‘The borrower shall pay the charges to the Bank as per the Bank’s standard schedule of charges for various services rendered by the Bank 5. The borrower shall maintain adequate books and records which should correctly reflect their financial position and operations and it should submit to the Bank at regular intervals such statements as may bbe prescribed by the Bank in terms of the RBI / Bank's instructions issued from time to time. 6. The borrower shall be deemed to have given its express consent to the Bank to disclose the information and data furnished by them to the Bank and also those regarding the credit facility/ies ‘enjoyed by the borrower, conduct of accounts and guarantee obligations undertaken by guarantor to the Credit Information Bureau (India) Ltd. (“CIBIL"), or RBI or any other agencies specified by RBI who ‘are authorized to seek and publish information. 7. The Bank will have the right to examine at all times the borrower's books of accounts and to have the borrower's Head Office/branches inspected from time to time by officer(s) of the Bank and/or qualified Directors/ Authorized Signatoryauditors including stock audit and/or technical experts and/or management consultants of the Bank’s choice. The cost of such inspections will be borne by the borrower. In addition, bank reserves the right to commission System and Loan Portfolio Audit or any other study of the company to a mutually agreeable independent agency. 8 During the currency of the Bank's credit facilty(s), the borrower will not without the Bank's prior permission in writing: 1. Effect any change in the capital structure 2. Any change in Managing Director/chairman 3. Create any further charge on hypothecated assets to Bank 4. If purchase of assets/expansion of part of business plan and made out of own funds or through borrowings made specifically for this purpose no pemission required. However, this has to be intimated to bank on regular intervals. 5. Invest by wey of share capital in or lend or advance to or place deposits with any other concern except permitted invest ments(normal trade credit or security deposit in the routine course of business or advances to employees can, however, be extended); 6. Formulate any scheme of amalgamation with any other borrower or reconstruction, acquire any borrower; 7. Undertake guarantee obligations on behalf of any other borrower or any third party; 8. Declare dividend for any year except out of profits relating to that year after making all the due ‘and necessary provisions provided that no default had occurred in any repayment obligation and Bank's permission is obtained; 9, Make any change in their key management set-up. 10, Extend loans to Directors, Associates and other companies (No permission is required if such loans are extended out of own funds)10, 1, 2 14, 16. wv. 18 11. Any change in capital structure that would lead to a reduction in the paid-up capital or authorized capital of the Company 12. Purchase or redeem any of its issued shares or reduce its share capital 13. During the currency of Bank’s credit facility, the borrower will not make any public announcement ‘or media announcement about the transaction without a prior written consent from the Bank. The borrower shall furnish to the Bank with the position vis-a-vis the outstanding statutory obligations such as income tax, payment of provident fund, additional emoluments (compulsory deposit), gratuity, electricity dues ete. as and when demanded by the Bank with reasons, if any, for increase from the earlier month and the proposed plan of payments thereof. The borrower shall agree to adhere to any other covenants stipulated by the Bank from time to time. ‘The Bank will be free to suitably modify the terms and conditions detailed above whenever considered necessary. This will, of course, be done in consultation with the borrower. ‘The borrower will inform the Bank of any borrowing arrangements either secured or unsecured with any other bank or financial institution, Society or otherwise within 60 days, if the borrowing amount is above the CMA submitted by the company. . All major frauds/ defalcations shall be reported forthwith to the Bank along with the proposed action steps, Bank to have unconditional right to cancel the undrawn portion of the loan. Bank to be entitled to accelerate repayments in case of non-compliance of the terms of sanction. The facility sanctioned will be strictly utilized for onward lending which are eligible to be covered under RBI guidelines. All standard terms and conditions as required for such facilities shall be applicable for the aforesaid facility. Any other terms and conditions that may be specified from time to time will be at the sole discretion of the Bank. For & on Finoya Capital Pvt. td. | foley \ CN woos B\ a S tN A =o Directors Authorized Signatory19, 20. a, The borrower shall comply with all tie legal requirements stipulated by the Local/State/Central government or any other regulations as and where applicable for carrying out its on-lending business. The Bank reserves the right to recall the advance at any time if deemed necessary and to review and change the terms and conditions of the credit facility, including the interest rate at any time at its discretion. Applicable tax will be charged and recovered as per the Government rules/ regulations. 22. Borrower to comply with all the guidelines prescribed by Reserve Bank of India from time to time. 23, The borrower shall agree: 24, 25. 26. 1. to put in place an effective grievance redressal mechanism within a reasonable period to be placed in the website of the borrower and also displayed in the branch officies. 2 to take steps to ensure that some acceptable form of electronic, written or printed acknowledgment of financial transactions is left with the individual borrower/its representative. 3. to furnish regularly, accurate and comprehensive data to Credit Bureaus like CIBIL and High Mark Credit with regard to beneficiaries. The borrower shall not induct on its board @ person whose name appears in the list of Willful Defaulters published by Reserve Bank of India and that in case, such a person is found to be on the board, it shall take expeditious and effective steps for removal of the person from the board. Satisfactory credit bureau report of all the directors will be a condition precedent. The Bank reserves the right to late suitable action including criminal action against the borrower/s in case any of the documents / data submitted by the borrower to the Bank is proved to be fake/forged/manipulated or inconsistent with the documents / data filed with statutory authorities (IT/ ROG, etc.) Purchase by a bank’s customer of any insurance products is purely voluntary, and is not linked to availment of any other facility from the bank.