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1 INVESTMENT RATIONALE The issue offers yield ranging from % to % depending upon the series applied for and category of investor Opportunity to invest in a subsidiary of Religare Enterprises Limited ( REL ), a diversified financial services company The NCDs are proposed to be listed on the BSE Limited ( BSE / Designated Stock Exchange ) and National Stock Exchange of India Limited ( NSE ) COMPANY PROFILE Religare Finvest Ltd. (RFL) is a Public Limited Company incorporated under the Companies Act, 1956 and registered with the RBI as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934 (2 of 1934) The company is a subsidiary of Religare Enterprises Limited ( REL ), a diversified financial services company RFL is a Systemically Important Non-Deposit Accepting NBFC, focusing on small and medium enterprises ( SME ) financing and retail capital market financing As on June 30, 2012 the Company had a distribution network of 25 branches spread across the country with an employee strength of 1018 RFL s Income from Operations and Net Profit After Tax (PAT) for the financial year ending March 31, 2012 grew at a 3 year CAGR of 98% and 16% to Rs crore and Rs crore respectively ISSUE SALIENT FEATURES Yield return ranges from 12.25% to % depending on the series applied for and category of Investor Credit Rating of CARE AA- by CARE and [ICRA] AA-(negative) by ICRA NCDs are allotted on first cum first serve basis - issued in demat mode only

2 ISSUE TIME TABLE Issue Opening Date September 14, 2012 Issue Closing Date* September 27, 2012 Issue Size Deemed Date of Allotment Stock Exchanges proposed for listing of the NCDs Public Issue by the Company of NCDs aggregating upto Rs. 250 Crores with an option to retain oversubscription upto Rs. 250 Crores for issuance of additional NCDs aggregating to a total of upto Rs. 500 Crores. The Deemed Date of Allotment for the NCDs shall be the date of issue of the Allotment Advice / Regret or such date as may be determined by the Board and/or a duly authorized committee thereof and notified to the BSE and NSE BSE and NSE Issuance and Trading Credit Rating Trustee Lead Managers to the Public Issue Depositories Interest on Application Money Interest on Application Money which is liable to be refunded Compulsorily in dematerialised form CARE AA- by CARE and [ICRA] AA-(negative) by ICRA IL&FS Trust Company Limited A.K Capital Services Ltd, Axis Bank Limited, JM Financial Institutional Securities Private Limited, Kotak Mahindra Capital Company Limited & Religare Capital Markets Limited# NSDL and 9.00 % per annum on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act 1961, as amended as applicable, to any applicants to whom NCDs are allotted, other than ASBA applicants, pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of 9.00 % per annum on application money which is liable to be refunded, (other than the monies received after the closure of the Issue and other than ASBA applicants), to the applicants in accordance with the provisions of the Debt Regulations and/or the Companies Act, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment. *The Issue may close on such earlier date or extended date as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. For further information on the Issue programme, please refer to General Information Issue Programme page 36 of this Prospectus. In the event of such early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors, on or before such early date of closure or the initial Closing Date, as the case may be, through advertisement/s in a leading national daily newspaper. # Religare Capital Markets Limited ("RCML") is a wholly owned subsidiary of Religare Enterprises Limited (REL)

3 INVESTOR CATEGORIES AND ALLOTMENT Category I Category II Category III Category IV Institutional Investors Non Institutional Investors Non Reserved Individual Investors Reserved Individual Investors Resident Public financial institutions, statutory corporations, commercial banks, co-operative banks and regional rural banks incorporated in India and authorized to invest in the NCDs; Indian Provident funds, pension funds, superannuation funds and gratuity funds, authorized to invest in the NCDs; Indian venture capital funds registered with SEBI; Indian insurance companies registered with the IRDA; National Investment Fund; and Indian Mutual Funds registered with SEBI Companies, bodies corporate and societies, registered under the applicable laws in India, and authorized to invest in the NCDs; Trusts settled under the Indian Trusts Act, 1882, public/private charitable/religious trusts settled and/or registered in India under applicable laws, which are authorized to invest in the NCDs; Resident Indian scientific and/or industrial research organizations, authorized to invest in the NCDs; Partnership firms formed under applicable laws in India in the name of the partners, authorized to invest in the NCDs; and Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009), authorized to invest in the NCDs. Resident Indian individuals who apply for NCDs aggregating to a value more than Rs 5 lakhs, across all Series of NCDs,; Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value more than Rs 5 lakhs, across all Series of NCDs,; and Eligible Non Resident Individuals (on a non-repatriation basis only) who apply for NCDs aggregating to a value more than Rs 5 lakhs across all Series of NCDs.* Resident Indian individuals who apply for NCDs aggregating to a value not more than Rs. 5 lakhs, across all Series of NCDs; Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value not more than Rs. 5 lakhs, across all Series of NCDs; and Eligible Non Resident Individuals (on a non-repatriation basis only) who apply for NCDs aggregating to a value not more than Rs 5 lakhs, across all Series of NCDs.* *An Eligible NRI is a Non Resident Individual applying for NCDs under the Issue only on a non-repatriation basis, and such Non Resident Individual is not (i) based in the United States of America, ( USA ), and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA. Please note that Eligible NRIs should ensure that they are in compliance with applicable statutory and/or regulatory requirements in India and the other jurisdictions to which they are subject, before they apply for NCDs under the Issue, and that the Company and the Lead Managers shall not be liable for any consequences in connection with any non-compliances by such Eligible NRIs ALLOCATION RATIO Particulars Institutional Category Non Institutional Category Non Reserved Individual Reserved Individual Category Category Size in % 20% of the Overall Issue Size 10% of the Overall Issue Size 30% of the Overall Issue Size 40% of the Overall Issue Size

4 ISSUE INVESTMENT SERIES Series I II III IV V For NCD Holders in Reserved Individual Portion (Category IV) -70 months from the Tenor Thirty six months and one day from the Deemed Date of Allotment Sixty months from the Deemed Date of Allotment Deemed Date of Allotment Frequency of Interest Payment Minimum Application For all other NCD Holders - 72 months from the Deemed Date of Allotment Annual Cumulative Annual Cumulative Cumulative Rs. 10,000/- (10 NCDs) (for all Series of NCDs, namely Series I, Series II, Series III, Series IV and Series V either taken individually or collectively) In Multiples of Rs. 1,000 (1 NCD) Rs. 1,000 (1 NCD) Rs. 1,000 (1 NCD) Rs. 1,000 (1 NCD) Rs. 1,000 (1 NCD) Face Value of NCDs Rs. 1,000 Rs. 1,000 Rs. 1,000 Rs. 1,000 Rs. 1,000 Issue Price (Rs./ NCD) Rs. 1,000 Rs. 1,000 Rs. 1,000 Rs. 1,000 Rs. 1,000 Mode of Interest Payment and /or Through Options available Redemption of NCDs Coupon (% per annum) Not Applicable For NCD Holders in the Reserved Individual Portion (Category IV) For all other NCD Holders Not Applicable Not Applicable Effective Yield (%per annum) on any Record Date Redemption Amount (Rs. / NCD) Repayment of the Face Value plus any interest that may have accrued till the Redemption Date. Rs. 1, For NCD Holders in the Reserved Individual Portion (Category IV) For all other NCD Holders Repayment of the Face Value plus any interest that may have accrued till the Redemption Date. For NCD Holders in the Reserved Individual Portion (Category IV) For all other NCD Holders For NCD Holders in the Reserved Individual Portion (Category IV) - Rs. 1, For all other NCD Holders - Rs. 1, Redemption Date Thirty six months and one day from the Deemed Date of Allotment Sixty months from the Deemed Date of Allotment 10 (ten) days prior to the date on which interest is due and payable, or the date of Record Date redemption, or as prescribed by the relevant stock exchange(s) 10 (ten) days prior to the date of redemption or as may be prescribed by the relevant stock exchange(s) 10 (ten) days prior to the date on which interest is due and payable, or the date of redemption, or as prescribed by the relevant stock exchange(s) 10 (ten) days prior to the the date of redemption or as may be prescribed by the relevant stock exchange(s) For NCD Holders in the Reserved Individual Portion (Category IV) For all other NCD Holders Rs. 2, For NCD Holders in Reserved Individual Portion (Category IV) -70 months from the Deemed Date of Allotment For all other NCD Holders - 72 months from the Deemed Date of Allotment 10 (ten) days prior to the date of redemption or as may be prescribed by the relevant stock exchange(s)

5 APPLICATIONS CANNOT BE MADE BY a) Minors without a guardian name; b) Foreign nationals inter-alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA; c) Persons resident outside India, except Eligible NRIs (applying on only a non-repatriable basis); d) Foreign Institutional Investors; and e) Overseas Corporate Bodies UNDER SUBSCRIPTION If there is any under subscription in any Portion, priority in allotments will be given in the following order (in decreasing order of priority): (i) (ii) (iii) (iv) Reserved Individual Portion Non Reserved Individual Portion Non Institutional Portion Institutional Portion OVER SUBSCRIPTION In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis in each Portion, i.e. full allotment of NCDs to the Applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of NCDs to the Applicants on the date of oversubscription (determined on the basis of the upload of each Application into the electronic book of the Stock Exchange, in each Portion).

6 DISCLAIMER: * For the purpose of information only, invest only after referring to the final prospectus. This document has been prepared based on Final Prospectus and is for informational purpose only. Invest only after referring to final prospectus. It is meant for the recipient for use as intended and not for circulation. This document should not be reported or copied or made available to others. The information contained herein is from the public domain or sources believed to be reliable. While reasonable care has been taken to ensure that information given is at the time believed to be fair and correct and opinions based thereupon are reasonable, due to the very nature of research it cannot be warranted or represented that it is accurate or complete and it should not be relied upon as such. We do not guarantee the accuracy, adequacy or completeness of any Data in the Report and is not responsible for any errors or omissions or for the results obtained from the use of such Data. The company and its employees will not in any way be responsible for the contents of this report. The securities discussed in this report may not be suitable for all investors. Investors must make their own investment decision based on their own investment objectives, goals and financial position and based on their own analysis. The company states that it has no financial liability whatsoever towards any investments based on this research report. Registered Office: Sharekhan Limited, 10th Floor, Beta Building, Lodha ithink Techno Campus, Off. JVLR, Opp. Kanjurmarg Railway Station, Kanjurmarg (East), Mumbai , Maharashtra. Tel: Sharekhan Ltd.: SEBI Regn. Nos. BSE Cash-INB ; F&O-INF ; NSE INB/INF ; DP: NSDL-IN-DP-NSDL ; CDSL-IN-DP-CDSL ; Mutual Fund: ARN 20669; For any complaints at Disclaimer: Client should read the Risk Disclosure Document issued by SEBI, relevant exchanges and the T & C on before investing. Sharekhan Ltd is engaged as a distributor of IPOs/ Bonds/ NCDs/ FDs/ Mutual Funds. Sharekhan or any of its group concerns do not in any manner recommends any product or any of its characteristics. The client is advised to take his / her own independent decisions for investing in any financial product after understanding their respective nature and risk and returns involved. The client may also approach his / her own consultants for investing in financial products or in relation to the tax related aspects. We do not solicit any action based upon this promotional material. Please note that the product does not take into account any particular investment objectives, financial decisions or needs of individual recipients. Neither Sharekhan nor any person connected with Sharekhan accepts any liability arising out of investment suggested in this material.

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