Placement Document 2018

Disclaimer: Qualified Institutions Placement in India

IMPORTANT: YOU MUST READ AND AGREE WITH THE TERMS AND CONDITIONS OF THE FOLLOWING DISCLAIMER BEFORE CONTINUING.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS IN THE UNITED STATES. THESE MATERIALS ARE BEING MADE AVAILABLE ON THE WEBSITE OF HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED (THE “COMPANY”) IN CONNECTION WITH A QUALIFIED INSTITUTIONS PLACEMENT (“QIP”) AND SOLELY TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI ICDR REGULATIONS”) AND SECTION 42 OF THE COMPANIES ACT, 2013 READ WITH THE RULES THEREUNDER (THE “COMPANIES ACT”).

This disclaimer applies to all persons who view this site. The following disclaimer applies to the following documents in relation to the proposed qualified institutions placement of equity shares ("Securities") by the Company filed with the BSE Limited and the National Stock Exchange of India Limited (together, the “Stock Exchanges”) the Securities and Exchange Board of India and the Registrar of Companies, Mumbai (the "Documents"). You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Documents. The Documents are available for you to read on screen and to print in PDF format. By accessing the Documents, you agree to follow the following terms and conditions, including any modifications to them from time to time.

The Documents presented herein are placed solely to comply with the provisions of Chapter VIII of the SEBI Regulations and Section 42 of the Companies Act, 2013 and the rules thereunder. The Documents are not intended to constitute an offer or a solicitation or invitation of an offer to subscribe to the securities to any person or class of investors other than qualified institutional buyers (as defined under Regulation 2(1)(zd) of the SEBI Regulations) within or outside India.

THE DOCUMENTS HAVE NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS OR A STATEMENT IN LIEU OF PROSPECTUS WITH ANY REGISTRAR OF COMPANIES IN INDIA UNDER THE COMPANIES ACT. THESE DOCUMENTS ARE EXCLUSIVE TO THE RECIPIENT AND DO NOT CONSTITUTE AN INVITATION OR OFFER TO THE GENERAL PUBLIC TO SUBSCRIBE TO THE SECURITIES DESCRIBED IN THE DOCUMENTS. CERTAIN OF THE DOCUMENTS MAY BE FILED AS A PRIVATE PLACEMENT OFFER LETTER WITH THE RELEVANT REGISTRAR OF COMPANIES. THE DOCUMENTS HAVE NOT BEEN REVIEWED AND APPROVED BY ANY REGULATORY AUTHORITY IN INDIA OR ABROAD, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA, RESERVE BANK OF INDIA, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA. THE DOCUMENTS ARE NOT AND SHOULD NOT BE CONSTRUED AS AN INVITATION, OFFER OR SALE OF ANY SECURITIES TO THE PUBLIC IN INDIA.

No securities mentioned in such materials will be offered or deemed to be offered in India or overseas to the public or any member of the public in India or any class of investors other than qualified institutional buyers, who have been delivered pre-numbered Documents addressed to and inviting such qualified institutional buyer to submit an application form.

You acknowledge that the access to the Documents is intended for use by you only and you agree not to forward the Documents on to any other person, internal or external to your company, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person.

Neither the Company nor the Book Running Lead Managers, nor any of their respective affiliates, accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. Access to this website does not constitute a recommendation by the Company, the Book Running Lead Managers, any of their respective affiliates, or any other party to subscribe to or buy or sell the Securities.

Please note that because of restrictions imposed by law on soliciting securities business in various jurisdictions, subscription to the issue will not be permitted to residents of certain jurisdictions. The Documents are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) the Company would by virtue of such distribution become subject to new or additional registration requirements. You must satisfy yourself that you are not subject to any local requirements which prohibit or restrict you from accessing these materials.

THE DOCUMENTS MAY NOT BE DOWNLOADED, DELIVERED, FORWARDED OR DISTRIBUTED, ELECTRONICALLY OR OTHERWISE, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DOWNLOADING, FORWARDING, DELIVERY, DISTRIBUTION OR REPRODUCTION OF THE DOCUMENTS IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DISCLAIMER MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

NOTHING HEREIN CONSTITUTES AN OFFER OR SOLICITATION OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

INVESTING IN THE SECURITIES DESCRIBED IN THE DOCUMENTS PRESENTED HEREIN INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE SECURITIES UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE RISK FACTORS AND THE OTHER INFORMATION CONTAINED IN THE DOCUMENTS PRESENTED HEREIN BEFORE MAKING AN INVESTMENT DECISION. YOU ARE ADVISED TO CONSULT YOUR OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF INVESTING IN THE SECURITIES DESCRIBED IN THE DOCUMENTS.

Access to the Documents has been limited so that it shall not constitute (i) an offer to the public in any jurisdiction, or (ii) an offer or invitation, to the public under the Indian Companies Act, 2013, by or on behalf of the Company or the Book Running Lead Managers.

By accessing the Documents, you will be deemed to represent, agree and confirm that you are not located in the United States and and any purchase of the securities described in the attached Documents will be in an offshore transaction in reliance on Regulation S under the Securities Act (as defined in Regulation S under the Securities Act).

The information in the Documents is as of the date thereof and neither the Company, its directors nor any of the Book Running Lead Managers is under any obligation to update or revise the Documents to reflect circumstances arising after the date thereof.

This disclaimer and the Documents are intended for your information only and may contain legally privileged and/or confidential information. You are hereby notified that any dissemination, distribution or copying of the Documents is strictly prohibited.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither the Company, Book Running Lead Managers nor any of its affiliates nor their directors, officers and employees accepts any liability or responsibility whatsoever in respect of alterations or changes which may have taken place during the course of transmission of the Documents in electronic format. Any other information contained in, or that can be accessed via our website does not constitute a part of the Documents.

You are reminded that you are accessing the Documents on the basis that you are a person into whose possession this Documents may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case or if you do not agree to the terms contained in this notice, then you must not access the Documents and you must destroy any copies of the Documents in your possession.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please do not proceed further.