APPLICANT'S UNDERTAKING HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED

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“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”to, but excluding, their respective Maturity Dates, payableannually on the Interest Payment Date, to the Bondholdersas of the relevant Record Date. The annualized yield toCategory IV Bondholders would be 8.39% p.a., 8.76% p.a.and 8.74% p.a., for the Tranche – I Series 1B Bonds, theTranche – I Series 2B Bonds and the Tranche – I Series 3BBonds, respectively.(iii) The interest rates indicated under Tranche – I Series 1B,Tranche – I Series 2B and Tranche – I Series 3B shall bepayable only on the Portion of Bonds allotted to CategoryIV Allottees in the Issue. Such coupon is payable only ifon the Record Date for payment of interest, the Bonds areheld by Bondholders belonging to Category IV.(iv) In the event the Tranche – I Series 1B Bonds, the Tranche– I Series 2B Bonds and the Tranche – I Series 3B Bondsare transferred by Category IV Allottees to investors fromCategory I, II and III, the interest rate on such Bonds shallstand at par with interest rate applicable on the Tranche –I Series 1A Bonds, the Tranche – I Series 2A Bonds andthe Tranche – I Series 3A Bonds, respectively.(v) If the Tranche – I Series 1B Bonds, the Tranche – I Series2B Bonds and the Tranche – I Series 3B Bonds are sold/transferred by the Category IV Allottees to investors whofall under Category IV on the Record Date, then the interestrates on such Bonds shall remain unchanged.(vi) Bonds allotted against Tranche – I Series 1B, Tranche – ISeries 2B and Tranche – I Series 3B shall continue to carrythe specified interest rates if on the Record Date, such(vii)Bonds are held by Bondholders belonging to Category IV;If on any Record Date, the original Category IV Allottee(s)/transferee(s) hold the Bonds under Tranche – I Series 1B,Tranche – I Series 2B and Tranche – I Series 3B for anaggregate face value amount of over ` 10 lakhs, then theinterest rate applicable to such Category IV Allottee(s)/transferee(s) on the Tranche – I Series 1 Bonds, the Tranche– I Series 2 Bonds and the Tranche – I Series 3 Bonds shallstand at par with interest rates applicable on the Tranche –I Series 1A Bonds, the Tranche – I Series 2A Bonds andthe Tranche – I Series 3A Bonds, respectively;For the purpose of classification and verification of status ofCategory IV Bondholders, the aggregate face value of Bondsheld by the Bondholders in all the Series of Bonds, allotted underthe relevant Issue shall be clubbed and taken together on thebasis of PAN.42.2 Day count conventionInterest on the Bonds shall be computed on an actual basisfor the broken period, if any.43. Interest on Application Amounts43.1 Interest on application monies received which are usedtowards allotment of BondsWe shall pay interest on Application Amounts on theamount allotted, subject to deduction of income tax underthe provisions of the Income Tax Act, as applicable, to anyApplicants to whom Bonds are Allotted (except for ASBAApplicants) pursuant to the Issue from the date of realizationof the cheque(s)/demand draft(s) upto one day priorto the Deemed Date of Allotment, at the rate of 8.14% p.a.,8.51% p.a. and 8.49% p.a in respect of Applications forAllotment of Tranche – I Series 1A Bonds, Tranche – ISeries 2A Bonds and Tranche – I Series 3A Bonds, respectivelymade by Allottees under Categories I, II and III and8.39% p.a., 8.76% p.a. and 8.74% p.a. in respect of Applicationsfor Allotment of Tranche – I Series 1B Bonds, Tranche22 HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED– I Series 2B Bonds and Tranche – 1 Series 3B Bonds,respectively made by Allottees under Categories IV.In the event that such date of realization of the cheque(s)/demand draft(s) is not ascertainable in terms of bankingrecords, we shall pay interest on Application Amounts onthe amount Allotted from three Business Days from thedate of upload of each Application on the electronic Applicationplatform of the relevant stock exchanges uptoone day prior to the Deemed Date of Allotment, at theaforementioned rates. A tax deduction certificate will beissued for the amount of income tax so deducted.We may enter into an arrangement with one or more banksin one or more cities for direct credit of interest to theaccount of the applicants. Alternatively, interest warrantswill be dispatched along with the Letter(s) of Allotment atthe sole risk of the applicant, to the sole/first applicant.43.2 Interest on application monies received which are liableto be refundedWe shall pay interest on Application Amounts which isliable to be refunded to the Applicants (other than ApplicationAmounts received after the Issue Closure Date, andASBA Applicants) subject to deduction of income tax underthe provisions of the Income Tax Act, as applicable,from the date of realization of the cheque(s)/demand draft(s)upto one day prior to the Deemed Date of Allotment, at therate of 8.14% p.a., 8.51% p.a. and 8.49% p.a in respect ofApplications for Allotment of Tranche – I Series 1A Bonds,Tranche – I Series 2A Bonds and Tranche – I Series 3ABonds, respectively made by Applicants under CategoriesI, II and III and 8.39% p.a., 8.76% p.a. and 8.74% p.a. inrespect of Applications for Allotment of Tranche – I Series1 Bonds, Tranche – IB Series 2B Bonds and Tranche – 1Series 3B Bonds, respectively made by Applicants underCategories IV.In the event that such date of realization of the cheque(s)/demand draft(s) is not ascertainable in terms of bankingrecords, we shall pay interest on Application Amountsliable to be refunded from three Business Days from thedate of upload of each Application on the electronic Applicationplatform of the relevant stock exchanges uptoone day prior to the Deemed Date of Allotment, at theaforementioned rates. Such interest shall be paid alongwith the monies liable to be refunded. Interest warrant willbe dispatched/credited (in case of electronic payment)along with the letter(s) of refund at the sole risk of theApplicant, to the sole/first Applicant. A tax deduction certificatewill be issued for the amount of income tax so deducted.Provided that, notwithstanding anything contained hereinabove,our Company shall not be liable to pay any intereston monies liable to be refunded in case of (a) invalidApplications or Applications liable to be rejected, and/or(b) applications which are withdrawn by the applicant. Seethe section titled “Issue Procedure – Rejection of Applications”on page 80 of the Prospectus Tranche -1.44. Redemption44.1. The face value of the Bonds will be redeemed at par, on therespective Maturity Dates of each of the Series of Bondsunder this Issue.44.2 Procedure for Redemption by BondholdersThe procedure for redemption is set out below:
“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”44.2.1 Bonds held in electronic form:No action is required on the part of Bondholders at thetime of maturity of the Bonds.44.2.2 Bonds held in physical form:No action will ordinarily be required on the part of theBondholder at the time of redemption, and the MaturityAmount will be paid to those Bondholders whose namesappear in the Register of Bondholders maintained by ourCompany on the Record Date fixed for the purpose of redemptionwithout there being a requirement for the surrenderof the physical Consolidated Bond Certificate(s).Our Company shall stand discharged of any liabilities arisingout of any fraudulent transfer of the Bonds or nonregistrationof transfer of Bonds with our Company.45. Payments45.1 Payment of Interest on BondsPayment of interest on the Bonds will be made to thoseBondholders whose name appears first in the Register ofBondholders maintained by the Depositories and/or ourCompany and/or the Registrar to the Issue, as the casemay be as, on the Record Date.45.2 Record DateThe record date for the payment of interest or the MaturityAmount shall be 15 Business Days prior to the date onwhich such amount is due and payable (“Record Date”).In case of redemption of Bonds, the trading in the Bondsshall remain suspended between the record date and thedate of redemption. In the event the Record Date falls on aSaturday, Sunday or a public holiday in New Delhi, thesucceeding Business Day will be considered as the RecordDate.45.3. Effect of holidays on paymentsIf the date of interest payment or redemption falls on aSaturday, Sunday or a public holiday in New Delhi, thesucceeding Business Day will be considered as the effectivedate. In case the date of payment of interest or principalor any date specified falls on a holiday, the paymentwill be made on the next Business Day, without any interestfor the period overdue.45.4. Whilst our Company will use the electronic mode for makingpayments, where facilities for electronic mode of paymentsare not available to the Bondholder or where theinformation provided by the Applicant is insufficient orincomplete, our Company proposes to use other modes ofpayment to make payments to the Bondholders, includingthrough the dispatch of cheques through courier, or registeredpost to the address provided by the Bondholder andappearing in the Register of Bondholders maintained bythe Depositories and/or our Company and/or the Registrarto the Issue, as the case may be as, on the RecordDate. Our Company shall pay interest as specified in theTranche Prospectus, over and above the interest rate ofthe relevant Bonds, in the event that such payments aredelayed beyond a period of eight days after our Companybecomes liable to pay such amounts (except if such delaysare on account of delay in postal channels of the countryor insufficient information provided by the Bondholder).45.5. Our Company’s liability to the Bondholders including forpayment or otherwise shall stand extinguished from theMaturity Date or on dispatch of the amounts paid by wayof principal and/or interest to the Bondholders. Further,our Company will not be liable to pay any interest, incomeor compensation of any kind accruing subsequent to theMaturity Date.46. Transfers46.1 Transfer of Bonds held in dematerialised form:In respect of Bonds held in the dematerialised form, transfersof the Bonds may be effected, only through the Depositorieswhere such Bonds are held, in accordance withthe provisions of the Depositories Act and/or rules asnotified by the Depositories from time to time. The Bondholdershall give delivery instructions containing detailsof the prospective purchaser’s Depository Participant’saccount to his Depository Participant. If a prospectivepurchaser does not have a Depository Participant account,the Bondholder may rematerialize his or her Bonds andtransfer them in a manner as specified in 4.2.2 below.46.2 Transfer of Bonds in physical form:The Bonds may be transferred in a manner as may be prescribedby our Company for the registration of transfer ofBonds. Purchasers of the Bonds are advised to send theConsolidated Bond Certificate to our Company or to suchpersons as may be notified by our Company from time totime. If a purchaser of the Bonds in physical form intendsto hold the Bonds in dematerialised form, the Bonds maybe dematerialized by the purchaser through his or herDepository Participant in accordance with the provisionsof the Depositories Act and/or rules as notified by theDepositories from time to time.The payment of stamp duty on transfer of Bonds as wellas the execution of instrument of transfer as required underSection 108 of the Companies Act has been exemptedby Government of India’s Notification No. GSR 1294(E)dated December 17, 1986. The Company will register thetransfer of Bonds, provided the Bond Certificate with thedetails of name, address, occupation, if any, and signatureof the transferee on the reverse of the Bond Certificate isdelivered to the address of the Registrar mentioned herein,by registered post or by hand delivery. No stamp duty ispayable under the said notification on such transfers. TheCompany shall on being satisfied and subject to the provisionsof the Articles of Association register the transfer ofsuch Bonds in its books.47. Special Tax BenefitsFor the details of tax benefits, see the section titled “Statement ofTax Benefits” on page 30 of the Prospectus Tranche -1.48. TaxationThe Bonds are tax free in nature and the interest on the Bonds willnot form part of the total income. For further details, see the sectiontitled “Statement of Tax Benefits” on page 30 of the ProspectusTranche -1.49. Other Information49.1. Manner of allotmentAllotment of the Bonds will be in physical form (for allApplicants except for Eligible QFIs from Categories II, IIIand IV) and dematerialised form (for all Categories of Applicants).In terms of Bonds issued in dematerialised form,our Company will take requisite steps to credit the demataccounts of all Bondholders who have applied for theBonds in dematerialised form within 12 Working Days fromthe Issue Closure Date.Our Company will also issue Letters of Allotment to allBondholders who have applied for the Bonds indematerialised form (except Eligible QFIs) within 12 Work-HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED23
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APPLICANT'S UNDERTAKING HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED

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