UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Dr. Reddy’s Laboratories Limited

(Name of Issuer)

American depositary shares, each representing one equity share

(Title of Class of Securities)

256135

(CUSIP Number)

James F. Fitzsimmons, Esq.

Budd Larner, P.C.

150 John F. Kennedy Parkway, 3^rd Floor

Short Hills, NJ 07078

(973) 379-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 4, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

In addition, the Deed of Family Settlement of the APS Trust provides for the parties thereto to exercise all rights, including voting rights, with respect to their personally held Equity Shares in accordance with the directions of the board of trustees of the APS Trust (see item 6. below) and, as a result, the APS Trust may be deemed to beneficially own all of the Equity Shares directly held by each of Mr. G.V. Prasad, Mrs. K. Samrajyam (mother of Mr. K. Satish Reddy), Mr. K. Satish Reddy and Mrs. G. Anuradha (wife of Mr. G.V. Prasad). The APS Trust disclaims such beneficial ownership pursuant to Rule 13d-4.

In addition, the Deed of Family Settlement of the APS Trust provides for the parties thereto to exercise all rights, including voting rights, with respect to their personally held Equity Shares in accordance with the directions of the board of trustees of the APS Trust (see item 6. below) and, as a result, Mr. G.V. Prasad may be deemed to beneficially own all of the Equity Shares directly held by each of Mrs. K. Samrajyam (mother of Mr. K. Satish Reddy), Mr. K. Satish Reddy and Mrs. G. Anuradha (wife of Mr. G.V. Prasad). Mr. G.V. Prasad disclaims such beneficial ownership pursuant to Rule 13d-4.

In addition, the Deed of Family Settlement of the APS Trust provides for the parties thereto to exercise all rights, including voting rights, with respect to their personally held Equity Shares in accordance with the directions of the board of trustees of the APS Trust (see item 6. below) and, as a result, Mr. K. Satish Reddy may be deemed to beneficially own all of the Equity Shares directly held by each of Mrs. K. Samrajyam (mother of Mr. K. Satish Reddy), Mr. G.V. Prasad, and Mrs. G. Anuradha (wife of Mr. G.V. Prasad). Mr. K. Satish Reddy disclaims such beneficial ownership pursuant to Rule 13d-4.

SCHEDULE 13D

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) further amends and supplements the Schedule 13D of Dr. Reddy’s Holdings Limited (formerly Dr. Reddy’s Holdings Private Limited) and Dr. K. Anji Reddy on February 15, 2002 (the “Original Schedule 13D”) with respect to the american depositary shares (“ADSs”), each representing one equity share (the “Equity Shares”), of Dr. Reddy’s Laboratories Limited (the “Issuer” or the “Company”), as amended by that certain Amendment No. 1 filed on February 3, 2016 by Dr. Reddy’s Holdings Limited, the APS Trust, Mr. G.V. Prasad and Mr. K. Satish Reddy (“Amendment No. 1”), and as further amended by that certain Amendment No. 2 filed on January 16, 2017 by Dr. Reddy’s Holdings Limited, the APS Trust, Mr. G.V. Prasad and Mr. K. Satish Reddy (“Amendment No. 2” and, together with the Original Schedule 13D and Amendment No. 1, collectively, the “Amended Schedule 13D”). The Company’s principal executive offices are located at 8-2-337, Road No. 3, Banjara Hills, Hyderabad, Telangana 500 034, India.

This Amendment No. 3 is being filed to report the following changes:

Item 2 of the Amended Schedule 13D is hereby amended and supplemented as follows:

(a)-(c) The persons filing this Amendment No. 3 are (i) Dr. Reddy’s Holdings Limited (formerly Dr. Reddy’s Holdings Private Limited), an Indian corporation; (ii) the APS Trust, a trust formed under the laws of India; (iii) Mr. G.V. Prasad, the Co-Chairman, Managing Director and Chief Executive Officer of the Company; and (iv) Mr. K. Satish Reddy, Chairman of the Company. The address of each of them is 8-2-337, Road No. 3, Banjara Hills, Hyderabad, Telangana 500 034, India, telephone +91-40-49002900.

Dr. Reddy’s Holdings Limited directly holds 41,083,500 Equity Shares of the Company as of October 4, 2017, representing approximately 24.77% of the outstanding Equity Shares of the Company as of such date. Mr. G.V. Prasad, Mr. K. Satish Reddy, Mrs. G. Anuradha and Mrs. Deepti Reddy are the sole members of the Board of Directors of Dr. Reddy’s Holdings Limited.

The APS Trust owns approximately 83.11% of the equity of Dr. Reddy’s Holdings Limited, and thus may be deemed to beneficially own all of the Equity Shares directly held by Dr. Reddy’s Holdings Limited. The remainder of the equity of Dr. Reddy’s Holdings Limited is held by Mr. G.V. Prasad, Mr. K. Satish Reddy and certain of their respective family members and Hindu Undivided Families (“HUF”). Mr. G.V. Prasad, Mr. K. Satish Reddy, Mrs. G. Anuradha, Mrs. Deepti Reddy and their bloodline descendants are the beneficiaries of the APS Trust.

Mr. G.V. Prasad and Mr. K. Satish Reddy are the sole trustees of the APS Trust. Accordingly, each of Mr. G.V. Prasad and Mr. K. Satish Reddy may be deemed to beneficially own all of the Equity Shares directly held by Dr. Reddy’s Holdings Limited. Each of Mr. G.V. Prasad and Mr. K. Satish Reddy disclaims such beneficial ownership pursuant to Rule 13d-4.

In addition, the Deed of Family Settlement of the APS Trust provides for the parties thereto to exercise all rights, including voting rights, with respect to their personally held Equity Shares in accordance with the directions of the board of trustees of the APS Trust (see item 6. below). As a result, Mr. K. Satish Reddy may be deemed to beneficially own all of the 1,115,360 Equity Shares directly held by Mrs. K. Samrajyam (mother of Mr. K. Satish Reddy), the 1,179,140 Equity Shares directly held by Mr. G.V. Prasad, and the 1,496 Equity Shares

directly held by Mrs. G. Anuradha (wife of Mr. G.V. Prasad). Similarly, Mr. G.V. Prasad may be deemed to beneficially own all of the 1,115,360 Equity Shares directly held by Mrs. K. Samrajyam (mother of Mr. K. Satish Reddy), the 1,019,332 Equity Shares directly held by Mr. K. Satish Reddy, and the 1,496 Equity Shares directly held by Mrs. G. Anuradha (wife of Mr. G.V. Prasad). Each of Mr. G.V. Prasad and Mr. K. Satish Reddy disclaims all such beneficial ownership pursuant to Rule 13d-4.

(d) The persons filing this Amendment No. 3 have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The persons filing this Amendment No. 3 have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of Mr. G.V. Prasad and Mr. K. Satish Reddy is a citizen of the Republic of India.

Item 3 of the Amended Schedule 13D is hereby amended and supplemented as follows:

Dr. Reddy’s Holdings Limited has held 34,923,460 of the Equity Shares (after giving effect to the Company’s August 30, 2006 stock split, effected as a one-for-one Equity Share divided) since prior to the effective date of the Company’s registration statement on Form F-1. The source of funds for the acquisition of the remaining Equity Shares held by Dr. Reddy’s Holdings Limited was funds generated from dividends on Equity Shares of the Company paid to Dr. Reddy’s Holdings Limited.

The APS Trust owns its Equity Shares indirectly through Dr. Reddy’s Holdings Limited, and the source of funds for such Equity Shares is described above.

Mr. G.V. Prasad owns 41,083,500 Equity Shares indirectly through Dr. Reddy’s Holdings Limited as of October 4, 2017, and the source of funds for such Equity Shares is described above. All of the 1,179,140 Equity Shares which he holds directly were acquired through his personal funds. As described in Item 1 of Amendment No. 2 , 190,800 of such Equity Shares were acquired by him pursuant to open market transactions on stock exchanges. The remainder of such Equity Shares have been held by him since prior to the effective date of the Company’s registration statement on Form F-1.

Mr. K. Satish Reddy owns 41,083,500 Equity Shares indirectly through Dr. Reddy’s Holdings Limited, and the source and amount of funds for such Equity Shares is described above. All of the 1,019,332 Equity Shares which he holds directly were acquired through his personal funds and/or funds previously borrowed from Citicorp Finance (India) Limited, as more particularly described in Item 6 of Amendment No. 2. As described in Item 1 of Amendment No. 2, 316,500 of such Equity Shares were acquired by him pursuant to open market transactions on stock exchanges. The remainder of such Equity Shares have been held by him since prior to the effective date of the Company’s registration statement on Form F-1.

N/A

Item 5 of the Amended Schedule 13D is hereby amended and supplemented as follows:

(a) Dr. Reddy’s Holdings Limited directly holds 41,083,500 Equity Shares of the Company as of October 4, 2017, representing approximately 24.77% of the outstanding Equity Shares of the Company as of such date. The APS Trust owns approximately 83.11% of the equity of Dr. Reddy’s Holdings Limited, and thus may be deemed to beneficially own all of the Equity Shares directly held by Dr. Reddy’s Holdings Limited. Mr. G.V. Prasad and Mr. K. Satish Reddy are the sole trustees of the APS Trust. Accordingly, each of Mr. G.V. Prasad and Mr. K. Satish Reddy may be deemed to beneficially own all of the Equity Shares directly held by Dr. Reddy’s Holdings Limited. Each of Mr. G.V. Prasad and Mr. K. Satish Reddy disclaims such beneficial ownership pursuant to Rule 13d-4.

In addition, the Deed of Family Settlement of the APS Trust provides for the parties thereto to exercise all rights, including voting rights, with respect to their personally held Equity Shares in accordance with the directions of the board of trustees of the APS Trust (see item 6. below). As a result, Mr. K. Satish Reddy may be deemed to beneficially own all of the 1,115,360 Equity Shares directly held by Mrs. K.

Samrajyam (mother of Mr. K. Satish Reddy), the 1,179,140 Equity Shares directly held by Mr. G.V. Prasad, and the 1,496 Equity Shares directly held by Mrs. G. Anuradha (wife of Mr. G.V. Prasad). Similarly, Mr. G.V. Prasad may be deemed to beneficially own all of the 1,115,360 Equity Shares directly held by Mrs. K. Samrajyam (mother of Mr. K. Satish Reddy), the 1,019,332 Equity Shares directly held by Mr. K. Satish Reddy, and the 1,496 Equity Shares directly held by Mrs. G. Anuradha (wife of Mr. G.V. Prasad). Each of Mr. G.V. Prasad and Mr. K. Satish Reddy disclaims all such beneficial ownership pursuant to Rule 13d-4.

(b) Each of Dr. Reddy’s Holdings Limited, the APS Trust, Mr. G.V. Prasad and Mr. K. Satish Reddy may be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of all of the 41,083,500 Equity Shares directly held by Dr. Reddy’s Holdings Limited. Each of Mr. G.V. Prasad and Mr. K. Satish Reddy disclaims any beneficial ownership of such Equity Shares pursuant to Rule 13d-4.

Mr. K. Satish Reddy may also be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of the 1,115,360 Equity Shares directly held by Mrs. K. Samrajyam (mother of Mr. K. Satish Reddy), the 1,179,140 Equity Shares directly held by Mr. G.V. Prasad, and the 1,496 Equity Shares directly held by Mrs. G. Anuradha (wife of Mr. G.V. Prasad).

In addition, Mr. G.V. Prasad may also be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of the 1,115,360 Equity Shares directly held by Mrs. K. Samrajyam (mother of Mr. K. Satish Reddy), the 1,019,332 Equity Shares directly held by Mr. K. Satish Reddy, and the 1,496 Equity Shares directly held by Mrs. G. Anuradha (wife of Mr. G.V. Prasad). Each of Mr. G.V. Prasad and Mr. K. Satish Reddy disclaims all such beneficial ownership pursuant to Rule 13d-4.

(c) The reporting persons have purchased Equity Shares of the Company within the past 60 days as follows:

Item 6 of the Amended Schedule 13D is hereby amended and supplemented as follows:

The APS Trust is governed by a Deed of Family Settlement dated May 13, 2011 (the “Deed of Family Settlement”) by and among Dr. K. Anji Reddy, Mr. K. Satish Reddy, Mr. G.V. Prasad and certain of their respective family members and Hindu Undivided Families (“HUF”). Pursuant to the Deed of Family Settlement, the parties thereto have agreed that, with respect to the shares held by them from time to time in the Company or Dr. Reddy’s Holdings Limited, they: (a) shall exercise all rights, including voting rights, with respect to such shares in accordance with the directions of the board of trustees of the APS Trust; (b) shall not transfer any such shares to any person other than (i) the APS Trust, (ii) an entity controlled by the APS Trust, or (iii) Dr. K. Anji Reddy, Mr. K. Satish Reddy, Mr. G.V. Prasad or their respective family members and HUFs; and (c) shall be subject to certain call rights with respect to beneficial interests in the APS Trust in the event of a deadlock of the board of trustees with respect to certain matters. The Deed of Family Settlement was attached as Exhibit 99.2 to Amendment No. 1 to the Original Schedule 13D, which was filed on February 3, 2016.

Mr. K. Satish Reddy’s and Mr. G.V. Prasad’s prior pledges of 746,500 and 622,080 Equity Shares of the Company, respectively, to Citicorp Finance (India) Limited as security for loans (pursuant to the Loan Agreements and Pledge Agreements attached as exhibits to Amendment No. 2) were released effective as of August 31, 2017 and September 25, 2017, respectively.

In September 2017, Mr. G.V. Prasad pledged 318,100 Equity Shares of the Company to Julius Baer Capital (India) Private Limited as security for a loan. The loan was taken for the purpose of refinancing the prior loan with Citicorp Finance (India) Limited. The applicable Master Loan cum Guarantee cum Pledge Agreement is attached as an exhibit to this Amendment No. 3.

AMENDMENT NO. 3 TO SCHEDULE 13D

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

October 18, 2017

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

EXHIBIT 99.1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

October 18, 2017

The undersigned acknowledge and agree that the foregoing Amendment No. 3 to statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to the statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, unless he, she or it knows or has reason to believe that such information is inaccurate.

Exhibit 99.2

Agreement Number:

Master Loan cum Guarantee cum Pledge Agreement

THIS AGREEMENT is made at New Delhi on 07^th day of September 2017

BETWEEN

Julius Baer Capital (India) Private Limited (formerly Banc of America Securities (India) Private Limited), a private limited company incorporated under the Companies Act, 1956 and having its registered office at Mafatlal Centre, 8^th Floor, Nariman Point, Mumbai - 400021, and an office at Gate No. 2, Western Wing, Upper Ground Floor, Thapar House, 124, Janpath, New Delhi 110001 hereinafter referred to as “the Lender” which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns of the ONE PART;

AND

Gunupati Venkateswara Prasad.

The applicant/s described as Borrower in the Schedule hereto who is/are hereinafter referred to as “the Borrower”, of the SECOND PART;

AND

G.V. Sanjana Reddy, Gunupati Mallika Reddy, Anuradha Gunupati, Gunupati Sharathchandra Reddy.

The Guarantor(s) if any, described as the Guarantor, in the Schedule or any person who enters into Deed of Accession in form set out in Annexure 4 hereto, who is/are hereinafter referred to as “the Guarantor” of the THIRD PART;

The expressions Borrower and Guarantor shall, unless repugnant to the context or meaning thereof, be deemed to mean and include:

(The Borrower and the Guarantor shall be individually referred to as “Obligor” collectively referred to as the “Obligors”).

WHEREAS

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IT IS NOW AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

“Agreement” means this master loan cum guarantee cum pledge agreement, as amended from time to time and shall include Annexure or Schedule entered into under this Agreement.

“Annexure” means the annexure(s) to this Agreement.

“Available Loan Amount” means the Loan Amount as reduced by the amounts outstanding under any previously availed Loan(s) hereunder including interest costs, fees, charges, levies, expenses and claims thereon payable under such Loans to the extent the same is not paid and remains outstanding.

“Bank” means such bank(s) acceptable to the Lender or such commercial bank with which the Bank Account is opened / will be opened as per the terms of this Agreement by the Borrower/ Guarantor.

“Bank Account” means the account as may be opened by the Borrower/Guarantor with the Bank for the purposes of this Agreement, wherever required.

“Collateral” includes (i) Securities pledged/ lien marked in favour of the Lender for the purpose of securing the Facility Amounts and (ii) such other security as may be created in favour of the Lender and as required by the Lender from time to time including the, bank guarantees procured by the Borrower/Guarantor securing the Loans (‘BG’), fixed deposits lien marked in favour of the Lender (‘FD’) and all amounts deposited in the Bank Account as cash collateral, for the purpose of securing the Facility Amounts.

“Deed of Accession” means the deed of accession entered into by a new Guarantor in respect to the Facilities, in the form substantially similar to Annexure 4 hereto.

“Default Interest Rate” means the rate at which the Lender shall compute and apply interest on all amounts under the Loans not paid when due for payment (or reimbursement) by the Borrower to the Lender, which shall be more particularly set out in the Annexure 1A (in respect of the Loan against Securities Facility) and in Annexure 2A (in respect of the PLEQ Facility), and such rate will be amended in the manner set out in the relevant Annexures.

“DP” shall mean a depository participant who is registered as a DP with National Securities Depository Limited and/or Central Depository Services India Limited.

“DP Account” shall mean a beneficial owner account that has been opened / may be opened by the Obligor with a DP.

“Drawing Power” shall mean the aggregate value arrived at by reducing the market value of each Security after applying the Security Margin in respect of such Security.

“Event of Default” shall mean the events set out in Clause 14 below.

“Facility Amount” shall mean the aggregate outstanding amount of all Loans granted under this Agreement (whether under Loans Against Shares Facility or under the PLEQ Facility) including outstanding interest, fees, charges, levies, expenses, claims, costs and/or other dues payable by the Borrower to the Lender under this Agreement which are unpaid (whether due or not).

3

“Facilities” means the following loan facilities provided to the Borrower by the Lender under the terms of this Agreement:

“Interest Rate” means the rate at which interest is payable by the Borrower to the Lender in respect of the Loans, as set out in the relevant Annexure 1A (in respect of the Loan against Securities Facility which shall be entered prior to each drawdown) and in Annexure 2A (in respect of the PLEQ Facility which shall be entered into prior to the first drawdown) within the relevant due date for payment of the interest set out in the relevant Annexure, and which may be revised from time to time by the Lender, at its sole discretion, in the manner provided under the relevant Annexures.

“Interest Reset Date” shall mean initially the date specified in the Annexure 1A in respect of each Loan (under the Loan against Securities Facility), on which the Interest Rate for the Loan against Securities Facility shall be reset. Prior to such date, the Lender shall intimate the Borrower of the new Interest Reset Date and thereafter prior to such subsequent Interest Reset Date, the new Interest Reset Date shall be intimated to the Borrower by the Lender from time to time.

“Loan” means one or more advance(s) granted or drawal made by the Lender to the Borrower under this Agreement such that all such advances/drawal taken together (along with the interest costs, fees, charges, levies, expenses and claims thereon payable hereunder to the extent the same is not paid and remains outstanding) at any given point of time shall not exceed the Loan Amount.

“Loan Amount” means the aggregate maximum amount, which is agreed to be granted by the Lender to the Borrower in terms of this Agreement, which is more particularly set out in the Schedule hereto. The Borrower, Guarantor and the Lender may mutually amend the Loan Amount by entering into an amendment in the form substantially similar to the Annexure 3 hereto.

“Loan against Securities Facility” means the facility provided to the Borrower against the shares/mutual funds/bonds / debentures/ any other accepted collateral provided by the Borrower/ Guarantor as security for the said facility.

“Margin Call” means a demand by the Lender calling upon the Borrower (and failing which the Guarantor) to provide additional Security or Collateral for the purpose of securing the Loans in order to ensure that the Drawing Power is at least equal to the Facility Amount.

“Mutual Fund” means a mutual fund or funds offered by asset management companies registered with the Securities Exchange Board of India (SEBI).

“Parties” means collectively the Lender and the Obligors.

“Pledge” shall mean the pledge/lien/ charge of/on the Securities/Collateral to be created by the Borrower/Guarantor in favour of the Lender as stipulated in this Agreement to secure the Facility Amount.

“Pledge Creation Documents” means all the documents, forms, corporate actions papers and writings (including the Power of Attorney), to the absolute satisfaction of the Lender, which may be required to create and perfect the Pledge on the Securities in the favour of Lender.

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“PLEQ Facility” means the loan facility provided to the Borrower for the purpose of funding the acquisition of securities (shares/mutual fund) acquired by such Borrower, which facility shall be secured by the securities acquired by the Borrower from the proceeds of the Loan.

“Power of Attorney” means the irrevocable power of attorney issued by the Borrower/Guarantor in favour of the Lender pursuant to the terms of this Agreement.

“Repayment Date” means the date on which the Loans are demanded to be repaid by the Lender pursuant to Clauses 3.4 and 3.5 or pursuant to an Event of Default hereunder or the date on which this Agreement is terminated, being the date for the repayment of the Facility Amounts under the Loan by the Borrower/Guarantor to the Lender together with the interest, charges and costs thereon.

“Security/Securities” means all securities (as defined in the Securities Contract (Regulation) Act, 1956) offered by the Obligors from time to time as Security for the Facility and such other securities (as defined in the Securities Contract (Regulation Act), 1956) in respect of which the Borrower has created a Pledge as additional security for the Facility Amount, acceptable to the Lender.

“Security Margin” in relation to the Security/Collateral for each Loan shall be a percentage by which the market value of the Security is reduced to arrive at the Drawing Power. The said percentage decided by the Lender in its sole discretion and shall be modified from time to time at the sole discretion of the Lender.

“Units” means the units subscribed to by the Borrower in any scheme of a Mutual Fund out of the proceeds of the Loan.

“Working Day” means a day on which trading of securities takes place on the Bombay Stock Exchange Limited/ National Stock Exchange of India Limited.

5

The Borrower may choose to avail the Loan/s under any or both of the above Facilities by executing Annexure 1 hereto or Annexure 2 hereto or both Annexure 1 and Annexure 2 prior to the first disbursement in respect to the respective Facilities under this Agreement.

6

7

8

9

10

The Borrower hereby agrees, undertakes and confirms that any disbursement of any part of the Loan Amount is subject to the due completion and fulfillment of the following conditions subsequent, in a manner to the complete satisfaction of the Lender:-

11

12

13

On the part or full repayment of the loan by the Borrower to the absolute satisfaction of the Lender, the Lender shall at its discretion or on the request of the Obligors and at the cost of the Obligors, take all steps to release the Collateral from the Pledge or any other charge created under this Agreement.

Any defaults committed by the Obligor under any other agreement or transaction entered into by the Obligor with the Lender shall be deemed to be a default under this Agreement and the Lender shall be entitled in its absolute discretion to appropriate any payments made by the Obligor towards the dues payable by the Obligors to the Lender under any other agreement or transaction entered into by the Obligors with the Lender and/or towards any other indebtedness of the Obligors to the Lender and/or any associates / affiliates of the Lender, and such appropriation shall be final and binding upon the Obligors who shall continue to remain indebted to the Lender for payment of dues under this Agreement in respect of which such sums of money were so paid but were appropriated towards the another agreement or transaction entered into by the Obligors or towards another indebtedness of the Obligors. In addition, notwithstanding the repayment of any of the Loan as per the terms of the agreement, the Borrower hereby expressly give the Lender the power to sell, transfer or otherwise dispose of any and all Security/Collateral created in favour of the Lender and appropriate the same towards satisfaction of amounts due to the Lender on account of another agreement or transaction entered into by the Obligors or any indebtedness of the Obligors. The provisions of this Agreement and any Security/Collateral pursuant to this Agreement shall apply mutatis mutandis to the manner of disposal of security and appropriation under this clause. This clause shall survive the termination of this Agreement.

In consideration of the Lender agreeing to grant the Loans under this Agreement, in accordance with this Agreement, the Guarantor hereby irrevocably and unconditionally guarantee/s to pay to the Lender on demand and without any demur or protest, all monies and discharge all obligations and liabilities whether actual or contingent now or any time hereafter due, owing and incurred to the Lender by the Borrower together with interest (after or including interest before any demand or judgment) to date of payment at such rates and upon such terms and all default interest, fees, cost, charges and expenses as may from time to time be payable by the Borrower in terms hereof. The amounts demanded by the Lender pursuant to this clause shall be paid by the Guarantor to the Lender immediately on the demand being made.

14

The Guarantor in consideration of the Lender agreeing to grant the Loan Amount to the Borrower agrees and undertakes that:

15

16

In the event, the Borrower procures a new Guarantor to guarantee the Facility Amounts, such new Guarantor shall be required to enter in to a Deed of Accession substantially in the format set out in Annexure 4 hereto. On the new Guarantor entering into the Deed of Accession, such new Guarantor shall be bound by the terms of this Agreement and stand as a guarantor in respect of the Facilities as if such new Guarantor was a party to the Agreement from the date of the execution of this Agreement.

17

18

19

20

21

and provide the Lender with a copy of each such notice or invoice, as the case may be.

and without prejudice to the foregoing, the Obligors hereby irrevocably authorizes the Lender to make such submission, filings or perform such actions as are specified in this clause on behalf of the Borrower and as its duly constituted agent.

without the prior written consent of the Lender.

22

Each of the following events is, and shall be deemed to constitute, an “Event of Default”:

23

24

25

The Obligor may be required to give instructions to the Lender pursuant to this Agreement. The Lender has agreed to accept fax/email submission signed by the Obligor in respect of this Agreement subject to the indemnity herein offered by the Borrower and the terms and conditions herein mentioned.

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Provided however, that the Lender may, but shall not be obliged to await receipt of the hardcopy prior to taking any action in connection with the fax/email submission and shall not be obliged to follow-up with the Obligor for originals. Further the storage of a photocopy of the fax/email transmission sent by the Obligor shall be the conclusive evidence of instructions to the Lender for having acted on such instructions and the Obligor hereby agree and acknowledge the same.

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This Agreement shall be valid and binding so long as any monies provided under the Loans are outstanding. This Agreement may be terminated by the Lender by providing the Obligors a written notice of 2 (two) Working Days stating its intention to terminate this Agreement. On such termination the Obligors shall repay all the outstanding Facilities due under this Agreement to the Lender. The obligations of the Obligors under this Agreement shall survive termination of this Agreement until the time the Facility Amounts are repaid to the Lenders in full, to the absolute satisfaction of the Lender.

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SCHEDULE

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This Schedule any addendum, if any, executed thereon forms an integral part of the Agreement. The parties mentioned above shall be liable to terms and conditions mentioned in this Agreement and its Annexures.

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IN WITNESS WHEREOF the parties hereto have caused these presents to be executed on the day, month and year first herein above written.

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Annexure 1 - Loan against Securities Facility

We refer to Master Loan cum Guarantee cum Pledge Agreement dated 07/09/2017 (“Agreement”). The Borrower desires to avail the Loan against this facility from the Lender at the following additional terms and conditions:

Provided that if the revised Interest Rate as communicated by the Lender, is not acceptable to the Borrower, the Borrower may prepay the relevant Loan together with all accrued interest, charges, payments, fees, expenses, etc. within 15 days after providing the above notice period without any pre-payment charges i.e. the charges levied by the Lender as mentioned in the Annexure.

Provided that if the revised Interest Rate is not communicated prior to the Interest Reset Date by the Lender, then Borrower and the Lender shall agree, in writing, the revised Interest Rate and Interest Reset Date.

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If at any time, the value of the Securities under this Agreement falls so that the Drawing Power is less than outstanding payable (principal plus interest and other costs payable under this Agreement) in respect of Loans under this Agreement:

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This Annexure shall form an integral part of the Agreement. Capitalised terms not defined herein shall have the meaning assigned to such term in the Agreement

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ANNEXURE - 1A

This Annexure is made at                      on this                      day of                      to the Master Loan cum Guarantee cum Pledge Agreement dated                      (“the Agreement”)

Between

Julius Baer Capital (India) Private Limited (formerly Banc of America Securities (India) Private Limited) (“the Lender”)

And

                     (“the Borrower”)

And

                     (“the Guarantor”)

This Annexure shall form an integral part of the Agreement.

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The Loan shall not be utilized for purchase of gold in any form, including primary gold, gold bullion, gold jewellery, gold coins, units of gold Exchange Traded Funds (ETF) and units of gold Mutual Funds.

This Annexure shall form an integral part of this Agreement. Capitalized terms not defined herein shall have the meaning assigned to such term in the Agreement

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Annexure 2 - Purpose Loan Equity (PLEQ) /Financing of Mutual Fund units

We refer to Master Loan cum Guarantee cum Pledge Agreement dated 07/09/2017 (“Agreement”). The Borrower wishes to avail the Loan against this facility from the Lender at the following additional terms and conditions

The Obligors hereby agree that the Lender shall have the right to grant the Loans under this Agreement to the Borrower solely based and to the extent of the amount mentioned in the contract note provided by the Obligor’s broker subject however to (i) the securities being purchased are a part of the approved list of securities maintained by the Lender, (ii) the Loan availed will not be higher than the Available Loan Amount and (iii) the Borrower have sufficient Drawing Power to avail the relevant Loan.

Further, the Borrower agrees that it shall not contest that any disbursement made pursuant to a contract note provided by the Obligor’s broker was without the authority and consent of the Obligor. The disbursement of the Loan will be made directly to the Borrower’s Bank account opened pursuant to this agreement.

Provided that if the revised Interest Rate is not communicated prior to the Interest Reset Date by the Lender, then Borrower and the Lender shall agree, in writing, the revised Interest Rate and Interest Reset Date.

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In case the Lender receives the contract note beyond T day, then the Lender reserves the right, at its absolute discretion, to not release the funds to the Borrower.

The Obligors hereby agree, undertake and confirm that any disbursement of any part of the Loan Amount is subject to the due completion and fulfillment of the following conditions subsequent, in a manner to the complete satisfaction of the Lender:-

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a financing transaction and the Lender does not have any interest in any Securities that may be purchased by the Borrower except to the extent that such Securities shall form a part of the Security for the Loan and in this respect all the provisions of the Agreement and Security documents shall apply. The Lender shall not be liable or responsible for any loss caused by reason of non-receipt of the Securities, from any intermediary or agency or for any reason whatsoever generally

This Annexure shall form an integral part of the Agreement. Capitalized terms not defined herein shall have the meaning assigned to such term in the Agreement.

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Annexure 2A

This Annexure is made at New Delhi on this 07^th day of September 2017 to the Master Loan cum Guarantee cum Pledge Agreement dated 07/09/2017 (“the Agreement”)

The interest rate under the Master Loan cum Guarantee cum Pledge Agreement dated 07/09/2017 (“Agreement”) shall be, as set as below, until amended as mentioned in the Agreement. The rate is applicable for all loans disbursed w.e.f. 07/09/2017

This Annexure shall form an integral part of the Agreement.

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Annexure 3

Amendment to the Loan Amount

We refer to the Master Loan cum Guarantee cum Pledge Agreement dated                      entered into by us (“Agreement”).

The Loan Amount set out in the Schedule to the Agreement shall be substituted and replaced with the following:

Capitalized terms not defined herein shall have the meaning set out in the Agreement.

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Annexure 4

DEED OF ACCESSION

THIS DEED dated                              is supplemental to the Master Loan cum Guarantee cum Pledge Agreement (the “Agreement”) dated                      between the Borrower, and the Obligors.

Words and expressions defined in the Agreement have the same meaning when used in this Deed of Accession.

[Name of the new Guarantor] of [address] hereby agrees with each other person who is or who becomes a party to the Agreement that with effect on and from the date hereof, it shall be a party to the Agreement as a Guarantor and shall assume and perform all obligations applicable to it and specified therein.

Address for notices of the [new Guarantor] for the purposes of the Schedule to the Agreement is:

[•]

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