private confidential - for private rmz ecoworld

Private & Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus).

Dated: December 6, 2018

RMZ ECOWORLD INFRASTRUCTURE PRIVATE LIMITED (A Private Limited Company incorporated under the Companies Act, 1956 with CJNU45202KAl99

4PTCOl5636) Registered and Corporate Office:

'The Millenia', Tower B, Level 12-14 No. I & 2, Murphy Road, Ulsoor Bangalore KA 560008 IN Phone: 080 40004000; Fax: 080 40004100

Compliance Officer: Mr. Rajesh Gopinath; E-mail: [email protected] Website: www.rmzcom.com

THIS INFORMATION MEMORANDUM (IM) IS PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LADNRO/GN/2008/13/127878 DATED JUNE 06, 2008), AS AMENDED FROM TIME TO TIME AND THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014

ISSUE BY RMZ ECOWORLD INFRASTRUCTURE PRIVATE LIMITED OF 13,750 (THIRTEEN THOUSAND SEVEN HUNDRED AND FIFTY) SENIOR, SECURED, RA TED, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKH ONLY) EACH, OF AN AGGREGATE NOMINAL VALUE OF UP TO RS. 13,75,00,00,000/- (RUPEES ONE THOUSAND THREE HUNDRED AND SEVENTY FIVE CRORES ONLY) IN THE MANNER STATED BELOW ON A PRIVATE PLACEMENT BASIS (THE "ISSUE"). THE NCDs WILL BE LISTED ON WDM OF BSE LIMITED ("STOCK EXCHANGE")

Investors are advised to read the Information Memorandum carefully before taking an investment decision in this offering. For taking an investment decision, the investors must rely on their examination of the Issuer and the offer including the risks involved. The Issue of Debentures has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

"A+" by ICRA for the debt to be raised. The rating letter containing the rationale from the credit rating agency containing the rating rationale is attached as Annexure C.

he rating is not a recommendation to buy, sell or hold the Debentures and investors should take theit own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information, etc.

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~he Company has applied for in-principle approval for the listing of the NCDs in WDM of BSE Limited by its application dated December 6, 2018 and has received the approval from BSE Li mite ~ide its letter dated December 6, 2018.

·-~··. Registrar. to the}~su~ · .··. ''•.•·····•·••I Debeuftire.Trustee·.•• .>~Y} ~~ ------ .·.· ~· ··.·L ··~ · ...•.. ·.·_c.:_ ...... ·.·~.·

Standard Chartered Bank Karvy Fintech Private Limited IDBI Trusteeship Services Crescenzo, 5th Floor, C-38/39 Karvy Selenium Tower B, Plot Limited G Block, Bandra Kurla No 31 & 32 Gachibowli, Asian Building, Ground Floor, 17, Complex, Mumbai 400 051 Financial District, R. Kamani Marg, Ballard Estate,

Nanakramguda, Serilingampally Mumbai -400 001 Hyderabad - 500 032

Contact person: Nihal Adsul Contact person: Mr. SP Contact person: Krishnakant Tel: +91-22-61158948 Venugopal Sharma Fax: +91-22-61157700 Tel: +91 040 67161604 Tel: 022 40807005; Email: Fax: 040 - 23001153 Fax: 022 6631 1776; [email protected] Email: [email protected] Email:

[email protected]

Issue Opening Date: December 11, 2018

Issue Closing Date: December 11, 2018

Pay-In-Date: December 12, 2018

Deemed Date of Allotment: December 12, 2018 The subscription list for the Issue shall ren1ain open for subscription during banking hours for the period indicated above. The Issuer reserves the right to change the Issue Closing Date and in such an event, the Payin date and Deemed Date of Allotment for the Debentures may also be revised by the Issuer at its sole and absolute discretion. In the event of any change in the above issue progra1111ne, the Issuer 1vill inthnate the investors about the revised issue progra1nn1e.

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Contents

SECTION I: DEFINITIONS AND ABBREVIATIONS ...................................................................... 4

SECTION II: RISK FACTORS .......................................................................................................... 15

SECTION Ill: INFORMATION RELATING TO THE ISSUER ...................................................... 17

i. Issue Structure and Process ....................................................................................................... 33

ii. Issue Size .................................................................................................................................. 33

iii. Details of utilization of issue proceeds ..................................................................................... 33

iv. Authority for the Issue .............................................................................................................. 33

v. Payment Terms ......................................................................................................................... 33

vi. Interest on Application Money ................................................................................................. 33

vii. Interest on the Debentures ........................................................................................................ 33

viii. Tax Deduction at Source ........................................................................................................... 33

ix. DRR .......................................................................................................................................... 34

x. Repayment Schedule ................................................................................................................. 34

xi. Payment on Redemption ........................................................................................................... 36

xii. Creation of Security .................................................................................................................. 36

xiii. Debentures Trustee ................................................................................................................... 36

xiv. Debenture Certificate ................................................................................................................ 37

xv. Cash Flows per Non-Convertible Debenture: .......................................................................... 37

xvi. List of Beneficial Owners ......................................................................................................... 40

xvii. Mode of Transfer ...................................................................................................................... 40

xviii. Succession ................................................................................................................................ 40

xix. Nomination ............................................................................................................................... 40

xx. Future Borrowings .................................................................................................................... 40

xxi. Debenture Trust Deed to prevail .............................................................................................. 41

xxii. Rights of Debenture Holders .................................................................................................... 41

xxiii. Modification of Rights ............................................................................................................. 41

xxiv. Notices ...................................................................................................................................... 41

xxv. Undertaking to use a common form of transfer ....................................................................... 41

xxvi. Who Can Apply ........................................................................................................................ 41

xxvii. Applications under Power of Attorney I Other Authority ......................................................... 42

Undertaking by the Issuer ................................................................................................................... 69

REGULA TIO NS AND POLICIES ..................................................................................................... 72

INSPECTION OF DOCUMENTS ..................................................................................................... 73

Page 13

SECTION I: DEFINITIONS AND ABBREVIATIONS

h = df ~ ;;::-2::: ~2£~ii ;;;;: ~70 ~~s The Company/Issuer RMZ Ecoworld Infrastructure Private Limited, a company incorporated in

India under the Companies Act, 1 9 5 6, with its registered office at 'The Millenia', Tower B, Level 12-14, No. 1 & 2, Murphy Road, Ulsoor Bangalore KA 560 008 IN

"we", us", "our" Unless the context otherwise requires, the Company, its Subsidiaries, and the joint ventures.

Accounts Mean Q2_ Pr'?l!'ct AccountJji) Current Account and_Qii) !SRA

Account Bank Means Standard Chartered Bank acting through its branch at Crescenzo, 3 Floor, Plot No. C-38 I 39, G- Block, Behind MCA Club, Bandra Kurla Com_E!ex, Mumbai 400 051

Affiliate with respect to a person (the "Subject Person") shall mean,

i. in the case of any Subject Person other than a natural Person, any othe Person that, either directly or indirectly through one or more intermediate Persons controls, is controlled by or is under common control with the Subject Person; and

ii. in the case of any Subject Person that is a natural Person:

a) any other Person that, either directly or indirectly through one o more intermediate Persons, is controlled by the Subject Person; or

b) a11Y_Person who is a Relative of such Subject Person

Applicable Law shall mean any Indian statute, law, acts of the state legislature or Indian parliament, regulation, ordinance, rule, judgment, order, decree, bye-laws, clearances, directives, guidelines, policy requirement, or any governmental restriction or any similar form of decision of, or determination by, or any interpretation having the force of law in India of any of the foregoing, by an) government authority having jurisdiction over the matter in question, whether in effect as of the date of the issue of Debentures or thereafter, the SEBl (Issue and Listing of Debt Securities) Regulations, 2008, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, circulars issued by SEBI from time to time with respect to listing of debt securities, the Companies Act 2013 and the rules thereunder and such other laws which may be applicable to the transaction contemplated herein including as applicable tci the Charged Assets;

Application Form The form in which an investor can apply for subscription to the Debentures.

Allotment Advice/ Allotment An advice informing the Investors of the number of letter(s) of Intimation/Letter(s) of allotment/Debenture(s) allotted to him in the electronic (dematerialized) Allotment form.

Allot/ Allotment/ Allotted Unless the context otherwise requires or implies, the allotment of the Debentur".{:;)~rsuant to the Issue.

Arranger Standard Chartered Bank

Articles Articles of Association of the Com__E_afl.l'._

Board or Board of Directors Board of Directors of the Com~ny or a committee thereof.

BSE BSE Limited (Bomb~ Stock Exchangt1

Business Day A day (other than a Saturday or a Sunday or a public holiday) on which banks

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ICRA ICRA Limited.

Cash Shortfall Undertaking shall mean an undertaking executed by the Parent to the effect that the Parent shall make good any shortfall due to any reason whatsoever in the payment Redemption Amount, JSRA Account and Project Account in relation to the interest servicing or principal repayment respectively of the Debentures issued in terms of this Deed.

Closing Date The date of issue and allotment of the Debentures in terms of the Transaction Documents.

Companies Act individually and collectively, as may be relevant, such relevant provisions of the Companies Act, 1956 which are still in force and effect and those provisions of the Companies Act, 2013 which have been notified and are in full force and effect and all amendment, enactment, re-enactment or modification thereof, from time to time, including the rules and regulations

_])l'escribed therein.

Coupon Interest calculated on the Principal Amount or so much thereof as is outstanding, from time to time, at the applicable Coupon Rate and payable on relevant Col!r_on P~ment Date.

Coupon Payment Date The date/s on which Coupon will be due and payable in respect of the Debentures, as specified in the Tenn Sheet section of this Information Memorandum. If any of the Coupon Payment Date is a holiday in Bangalore, the amounts due and payable as Coupon as on such Coupon Payment Date will be payable on the immediately following Business Day without any adjustment in the interest amounl_Elyable.

Co'!r_on Rate The rate at which Coupon is payable as specified in the Term Sheet.

Current Account means a current account in the name of "RMZ Ecoworld Infrastructure Private Limited" bearing account number 45605137081,opened by the Company in relation to the Project, with a branch of Standard Chartered Bank situated at Raheja Towers, 26 M G Road, BangaloreBengaluru-560 001 or any other branch of Standard Chartered Bank as acceptable to the Lenders, with no cheque drawing facility and/or debit rights, except as mentioned in the Transaction Documents and /or permitted by the Trustee in writing and includes all monies .!.l'.jI1g£_d".QOsited therein

Debenture( s )/NCD( s) Secured, Rated, Listed, Redeemable Non-Convertible Debentures of the face value Rs. 10,00,000 (Indian Rupees Ten Lakhs only), each to be issued by the Issuer_JJUrsuant to this Information Memorandum and Debenture Trust Deed.

Debenture Holder(s) The investors who are allotted Debentures and the Persons who may be holding Debentures from time to time and whose names are entered in the 'Register of Debenture Holders' as maintained by the Company as holders of Debentures and shall include the beneficial owner(s) of the Debentures in dematerialized form, as per the list of beneficial owners prepared and maintained by NSDL/CDSL as per the provisions of Depositories Act, 1996 ("DE'.J'Ositories Act").

Debenture Payment(s) The following amounts payable by the Company to the Debenture Holders on such dates as specified in the Term Sheet and Transaction Documents:

(a) Principal Amount payable towards redemption of Debentures on their Redemption Date in accordance with the Term Sheet;

(b) payment required to be made as part of Coupon on each Coupon Payment Date in accordance with the Term Sheet;

(c) payment required to be made as part of Default Interest along with payment of the amounts on which such Default Interest is payable on such dates as prescribed by the Debenture Holders and/or the Transaction Documents, as the case m~ be; ~

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Debenture Payment Date

Debenture Trustee I Trustee

Debenture Agreement

Trustee

Debenture Trust Deed/ DTD

Deemed Date of Allotment

Default Interest

Depository

D".£Slsitory_ParticiQ_ant/DP

DRR

DSCR

Event(s) of Default

Final Discharge Date

Final Redemption Date

Governmental Authority/ Government Entity

Hypothecation Documents

Information Memorandum/

Interest Payment Date(s)

Interest Payment Schedule

Investors

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Any date on which any Debenture Payment becomes due and payable to the Debenture Holders in respect of the Debentures, including but not limited to any Coupon Payment Date, Repayment Date or any such date on which any other Debenture Payment is payable by the Company to the Debenture Holders under the terms of the Debentures and/or the Transaction Documents.

Trustee for the Debenture Holders, in this case being IDBI Trusteeship Services Limited, who has given their consent to the Issuer as per the consent letter dated December 04, 2018, annexed hereto as Annexure D. The document titled 'Debenture Trustee Agreement' entered into between the Issuer and Debenture Trustee inter a/ia for appointment of Debenture Trustee as the trustee to act on behalf of and for the benefit of Debenture Holders.

The document titled 'Debenture Trust Deed' or 'DTD' to be executed between the Issuer and the Debenture Trustee inter alia laying down the terms and conditions_gsiverni~the Debentures and creati~ the relevant Securi_!y,

December 12, 2018 or such other date as notified to the Investor by thtj Company on which the Investor has infused the subscription amount in th~ Com_E!'~towards the Debentures;

Interest payable by the Company at such rates and in such manner as specified in the Term Sheet.

A depository registered with SEBI under the SEBI (Depositories anc ParticijJ_ants}_ Regulations, 1996, as amended from time to time.

A _E!'rticiQ_ant as defined under the D".f'_ositories Act.

Debenture redem_.E!ion reserve as_E!:escribed under AH)icable Law. Shall mean gross inflows including lease rentals, car park income, fit out income

and any other income pe11aining to the Mortgaged Properties less agreed

expenses which includes TDS, prope11y tax and project's insurance divided by

Interest plus principal repaid in respect of the relevant period.

As the context may require or permit, occurrence of any or all of the events identified in the Term Sheet and/or at:!Y_ of the Transaction Documents.

Date on which all payments required to be made on and in relation to each of the Debentures have been paid and settled to the satisfaction of the Debenture Trustee and/ or the Debenture Holders and there are no Outstanding Amounts payable on part of the Issuer pursuant to the Transaction Documents.

shall mean the date specified as such in the 'Redemption Schedule' in Part B of Schedule I on which the entire Redemption Amount shall become due and payable.

means any government or any governmental agency, semi-governmental or judicial or quasi-judicial or administrative entity or authority (including without limitation, any self-regulatory organization established under any law or regulatio~

Means the deed of hypothecation executed to create charge over the all the bank accounts opened and operated in relation to the Receivables from the Project, movable_E!:~r~rtaini~to the Project and the Accounts

This Information Memorandum through which the Debentures are being offered on a~ivate_E]acement basis.

shall mean the dates on which Interest is payable on Debentures, as mentioned in 'Interest P~ment Schedule' herein

shall mean schedule specifying the Interest Payment Dates and the manner in which Interest in re~ct of debentures shall be~ble, as ~ecified herein

Any person subscribing to the Debentures in accordance with the ter~~sr11 j~ Information Memorandum and other Transaction Documen~ '!f ~d:::: n

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ISCR Means the Interest Service Coverage ratio to be calculated as a sum of Projec lease rentals, car park income, fit out income and any other inflow less agreec expenses (TDS, property tax and Project insurance) divided by (Interest paid ttj the Debenture Holders)

!SRA means interest service reserve account(s) in the form of fixed deposits or in an) other form with the branch of Standard Chartered Bank at 112, 'Serenity' Koramangala Industrial Area, Koramangala, 5th Block, Bengaluru 560 095 01

any other branch of Standard Chartered Bank as acceptable to the Trustee wherein an amount equivalent to !SRA Amount shall be deposited by thtj Company in accordance with the Transaction Documents and shall be maintaineq till the the Amounts Due and Redemption Amount have been fully paid I repaic to the satisfaction of the Debenture Holders and Trustee.

!SRA Amount means an amount equivalent to 3 (three) months' interest under/in respect of thtj Debentures and includes any amount/sum and all the monies forming part of thtj !SRA from time to time in accordance with the Transaction Documents.

Provided that the Issuer shall ensure that an amount of INR 25,00,00,000/- (Indiat Rupees Twenty Five Crores Only) shall be deposited within 3 days of the Deemed Date of Allotment and shall be maintained till the time Issuer achieves an ISCR o l.3x.

Issue Issue of the Debentures on a__E!·ivate_E!acement basis.

l.T. Act The Income Tax Act, 1961 as amended from time to time.

List of Beneficial Owners The list of beneficial owners of Debentures prepared and maintained by NSDL/CDSL as~r the_E!ovisions of D".Q9sitories Act.

Material Adverse Effect The effect or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of determination, or could reasonably be expected to cause, a material and adverse effect in the opinion of the Debenture Trustee on (i) the financial condition, business, operation, assets or prospects of the Issuer and/or Promoter Group; (ii) the ability of the Issuer and/or Promoter Group to perform their respective obligations under the Transaction Documents; or (iii) the validity or enforceability of any of the Transaction Documents (including the ability of any party to enforce any of its rights or remedies there unde!l

Memorandum/ MoA Memorandum of Association of the Com_g_a~

Minimum Subscr.!£!ion The minimum application mon~ and mult.!£!es thereof as stjE_ulated herein

Mortgage Documents Means and includes the Memorandum of Entry and Declaration in relation to the Mortgaged Property to be entered into between the Obligors and the Debenture Trustee or any memorandum of entry and director's declaration for creation/ recording of Security Interest on the relevant Security in favor of the Debenture Trustee for the benefit of the Debenture Holders.

Mortgaged Property/ shall mean the completed commercial assets-Tower 6A, 6B & 7 of the Mortgaged Properties Company with the minimum leasable area of not less than 1795,000,000 Sq. Ft.

(one thousand seven hundred ninety-five million square feet) with proportionate rights in the underneath land located in the RMZ Ecoworld Campus at ORR Be~luru

Mortgagor RMZ Ecoworld Infrastructure Private Limited, a company incorporated in India under the Companies Act, 1956, with its registered office at 'The Millenia', Tower B, Level 12-14 No. 1 & 2, Murphy Road, Ulsoor Bangalore KA 560008 IN

NEFT National Electronic Fund Transfer system, a nation-wide payment system facilitating_one-to-one funds transfer

Object(s) shall mean the purposes mentioned hereinbelow, for which the Subscription Amount shall be utilized by the Company, and it shall be ensured that the proceeds (a) are used in compliance with the applicable guidelines issued by Reserve Bank of India and (b) not~rmitted towards activities like invJ0&11l1~Ftin

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shares, acquisition or purchase of land, on-lending etc.:

(i) to refinance the existing debt of INR l l ,000,000,000/- (Indian Rupees Eleven Hundred crores only) raised against the Mortgaged Properties by way of issuance of debentures in terms of the debenture trust deed dated April 26, 2018; and

(ii) the balance will be utilized for working capital requirements of the Issuer including finance costs, towards maintenance, refurbishment, fit out expenses towards existing portfolio of projects and permitted transaction expenses as may be applicable of the Issuer.

Obligor(& Means the Issuer and the Parent.

Outstanding Amounts All amounts due and/ or payable to the Debenture Holders (including Principal Amount, Coupon, Default Interest, indemnity payments, and any costs and expenses incurred by the Debenture Trustee or the Debenture Holders in relation to enforcement of the Security), including any costs or fees (a) payable to the Debenture Trustee acting in any of its capacities under any Transaction Documents, (b) incurred for the perfection of any of the Security under the Transaction Documents, and (c) any expenses relating to and/or arising out of and/or attributable to the transactions contemplated under the Transaction Documents in allY. manner.

Parent RMZ Infotech Private Limited, a company incorporated under the laws of India and having its registered office at 'The Millenia', Tower - B, Level 2, 12-14, No.! &2, Mut]Jliy_ Road, Ulsoor, Bangalore, Karnataka 560 008, India

Person An individual, natural person, corporation, partnership, joint venture, incorporated or unincorporated body or association, company, government or subdivision thereof.

Part Redemption Date(s) shall mean date(s) mentioned as such in the 'Redemption Schedule' on which the Redemption Amounts shall be due and payable, as specified in the Redemption Schedule herein

Principal Amount On any particular date, the principal amount of the outstanding Debentures on such date.

Project Completed commercial assets - Towers 6A, 6B & 7 of the Issuer with a minimum leasable area of 1.795 Mn. Sq.ft. ('Msft') located in the RMZ Ecoworld Catl_!]l_US at ORR, Bangalore

Project Account means a non-interest bearing account in the name of "RMZ Ecoworld Infrastructure Private Limited" bearing account number 45505369843, opened by the Borrower for routing the Receivables, with the branch of Standard Chartered Bank at 112, Serenity Building, Ground Floor, Koramangala, 5th Block, Bengaluru Bangalore 560 095 or any other branch of Standard Chartered Bank as acceptable to the Lenders, with no cheque drawing facility and/or any debit rights, except as mentioned in the Transaction Documents and/or permitted by the Trustee in writing and includes all monies .!l'!ng/_j<O!'_osited therein

Promoters Shall mean

i. Mr. Raj Menda and ii. Mr. Manaj_Menda

Receivables (i) all present and future book debts, outstanding monies receivable, room charges, rents, lease rentals, license fees, claims and bills which are now due and owing or which may at any time become due and owing to the Company in the course of its business by/from any Person under/if\ relation to the Mortgaged Property; and

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owing/payable to and/or received by or to be received by the Company from any person (including the customers I purchaser I lessee I licensee, customers of the flats/units/shops/offices/apartments/area/rooms in/o /under /upon I in respect of any or all, whole or in part of the Mortgaged Property and all other building and structures constructed/ to be constructed on or over the Mortgaged Property) and which are now due owing I payable I belonging to the Company or which may at any time become due, owing, payable or belonging to the Company in respect of all sold as well as unsold and/or leased/licensed/rented flats I offices/ shops I units I apartments I area I rooms of I in I under I upon I in respect of any or all, whole or in part of the Mortgaged Property and all other building and structures constructed to be constructed on or over the Mortgaged Property including without limitation all the proceeds and considerations due to the Company, pursuant to the marketing/leasing of the flats/ units / shops/ offices/apartments/ area/ rooms in/ under I upon I in respect of the Mortgaged Property and all other building and structures constructed to be constructed on or over the Mmigaged Property and shall include the sale consideration, lease considerations, security deposits, common area charges, deposits I premium, room charges, rents, lease rentals, business centre charges, leave and license fees, rent, out standings and other claims in respect thereof, insurance and proceeds of insurance policy and includes lease rental discounting proceeds of I in respect of the Mortgaged Property and all other building and structures constructed to be constructed on or over the Mmigaged Property all movable fixed assets and current assets, whether present or future, including receivables arising out of or in connection with the Mortgaged Property, as and when generated or any receivables arising out of or in relation to, sold or unsold units, by way o any sale of units, transfer, lease, disposal or alienation of the units/ portion out of Mortgaged Property including without limitation, sale proceeds, advances, parking charges, rental/ escalated rental, security deposit/escalated security deposit or any other sums, monies payable under any arrangement of whatsoever nature or by whatever name called, entered into or executed by any of the Company, including all bank account where such receivables are credited, now or in future, in respect of Mo~d Pr~er.!.l'_ or__Q!'tt thereof

Record Date The 'Record Date' for the Debentures shall be 15 (fifteen) days prior to a Debenture Payment Date.

Redemption Date/ Repayment Shall have the meaning as ascribed to such term in the Term Sheet. Date

Redemption Schedule shall mean schedule specifying the Redemption Dates and the manner in which Redemption Amount in respect of the Debentures shall be payable, as specified itj herein

Register of Debenture The register maintained by the Company in accordance with the Companies

Holders Act, 2013 recording the names of the Debenture Holders.

Registrar to the Issue Registrar to the Issue, in this case beif!g_Karvy Com_E_utershare Pvt. Ltd

Relative shall have the meani'!S_ ascribed to it under the Co~anies Act, 2013

ROC/ Registrar of Com__Q!'nies The Registrar of Co~anies, Karnataka, Bef!g_aluru.

Rs./Rl!]2_ees/INR Indian RllJl"eS

RTGS Real Time Gross Settlement, an electronic funds transfer facility provided ~RBI

SEBI Securities and Exchange Board of India constituted under the Securities and Excha~ Board of India Act, l 992J!ls amended from time to tim"2:

SEBI Debt Listing SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended R~ulations from time to time

Security The Security Interest created in terms of the Mortgage Documents, Hypothecation Documents and other Transaction Documents in favo .&...!-

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Debenture Trustee for the benefit of the Debenture Holders.

Security Cover Minimum security cover including land, buildings of l.55x implying maximum LTV of 65% to be maintained throughout the tenor of the Debentures. In case of breach in the Security Cover, the same to be reinstated via additional collateral or debt repayment to the satisfaction of the Debenture Trustee within a period of 30 days.

Security Interest Any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or natme whatsoever including, without limitation, (i) any conditional sale or other title retention agreement, any financing or similar statement or notice filed under any recording or notice statute, and any lease having substantially the same effect as any of the foregoing and (ii) any designation of loss payees or beneficiaries or any sitnilar arra~ment under a~insurance.

Subsidiary(s) Means the subsidiaries of the Company, as per the provisions of the Con:!!?_anies Act, there are no Subsidia!)'.{& for the Con:!.l?_a'!Y:

Term Sheet Details of the Issue as set forth on ~e 52

Transaction Documents shall mean and include the following: (i) This Information Memorandum; (ii) Debenture Trust Deed; (iii) Debenture Trustee Agreement; and (iv) All other agreements, letters, documents, undertakings and writings that

are executed/may be executed by the Parties in relation to the issue of the Debentures from time to time and designated as such by the Debenture Trustee.

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Abbreviations:

AGM Annual General Meeting

CERSAI Central Registry of Securitization Asset Reconstruction and Security Interest

CDSL Central Depository Services (India) Limited

DP Depository Participant

EBIDTA Earnings Before Interest, Depreciation, Tax & Amortization

EBIT Earnings Before Interest & Tax

FY Financial Year/Fiscal Year

!SIN International Securities Identification Number

LOU Letter of Undertaking

Min. Minimum

NOC No Objection Certificate

NSDL National Securities Depository Limited

Pay In Date The date on which the Debenture Holders shall make payment for subscription to the Debentures.

p.a. Per Annum

PAT Profit After Tax

PBT Profit Before Tax

RBI Reserve Bank oflndia

TDS Tax Deducted at Source

Y-0-Y Year on Year

YTM Yield to Maturity

Disclaimer

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. The issue of Debentures is being made strictly on a private placement basis. This Information Memorandum is not intended to be circulated to more than 50 (fifty) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Information Memorandum should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act, 2013.

Further, since the Issue is being made on a private placement basis, the provisions of this IM has been prepared in accordance with the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and applicable provisions of the Companies Act, 2013 and the rules thereunder. The provisions of Part I of Chapter III of the Companies Act, 2013 shall not be applicable and accordingly, a copy of this Information Memorandum has not been filed with the ROC or the SEBI.

This Information Memorandum has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any potential investor may require. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs o r.Asr the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors sho lg;;~----~,',., consult their own financial, legal, tax and other professional advisors as to the risks and invest e'rlt ~

p a g e I 11 ~ BENGALURu ~ ~~ <y " "' ,";

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considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.

This Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other Person and should not be reproduced by the recipient.

No invitation is being made to any Persons other than those to whom Application Form(s) along with this Information Memorandum being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason.

The Person who is in receipt of this Information Memorandum shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.

Each Person receiving this Information Memorandum acknowledges that: Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision. The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of the Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required. The distribution of this Information Memorandum and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum comes are required to inform them about and to observe any such restrictions. The Information Memorandum is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.

Disclaimer of the Stock Exchange

As required, a copy of this IM has been submitted to "BSE" for seeking in principle approval for listing of the NCDs. It is to be distinctly understood that such submission of the IM with BSE or hosting the same on the website of BSE should not in any way be deemed or construed that the I . ,~

3As '·?1,

has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse t tlt/ 0i 0 ' " p a g e 112 5: BENGALURU m ..

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correctness or completeness of any of the contents of this IM; nor does it warrant that this Issuer's Debentures will be listed or continue to be listed on the stock exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its management or any scheme or project of the Issuer. every person who desires to apply for or otherwise acquire any debentures of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the stock exchange or any agency whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

Disclaimer of the Debenture Trustee

The Debenture Trustee does not confer any guarantee and will not be responsible for any nonpayment of Coupon and Principal Amount or any Outstanding Amount and/ or any loss suffered or any claim made by Debenture Holder(s).

Disclaimer of the Rating Agency (ies)

ICRA has assigned the rating based on the information obtained from the Issuer and other reliable sources, which are deemed to be accurate. ICRA has taken considerable steps to avoid any data distortion; however, it does not examine the precision or completeness of the information obtained. And hence, the information in this report is presented "as is" without any express or implied warranty of any kind. ICRA does not make any representation in respect to the truth or accuracy of any such information. The rating assigned by ICRA should be treated as an opinion rather than a recommendation to buy, sell or hold the rated instrument and ICRA shall not be liable for any losses incurred by users from any use of this report or its contents. ICRA has the right to change, suspend or withdraw the ratings at any time for any reasons.

ICRA's ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. ICRA has based its ratings on information obtained from sources believed by it to be accurate and reliable. ICRA does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose instruments are rated by ICRA have paid a credit rating fee, based on the amount and type of instruments.

Disclaimer of SEBI

This Information Memorandum has not been filed with SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. It is to be distinctly understood that this Information Memorandum should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Information Memorandum.

Disclaimer Clause of the Arranger

The Company has authorized Standard Chartered Bank (the "Arranger") to distribute, in accordance with applicable law, this Information Memorandum in connection with the proposed transaction outlined in it (the "Transaction") and the Debentures.

"Standard Chartered Bank" means Standard Chartered Bank and any group company, subsidiary, affiliate, representative or branch office of Standard Chartered Bank and their respective directors, officers, employees, agents, representatives and/or any persons connected with them.

Nothing in this Information Memorandum constitutes an offer of securities for sale in the United States or any other jurisdiction where such offer or placement would be in violation of any law, rule or regulation.

P age I 13

The Company has prepared this Information Memorandum and the Company is solely responsible for its contents. The Company will comply with all laws, rules and regulations and has obtained all governmental, regulatory and corporate approvals for the issuance of the Debentures. All the information contained in this Information Memorandum has been provided by the Company or is from publicly available information, and such information has not been independently verified by the Arranger. No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Arranger or its affiliates for the accuracy, completeness, reliability, correctness or fairness of this Information Memorandum or any of the information or opinions contained therein, and the Arranger hereby expressly disclaims, to the fullest extent permitted by law, any responsibility for the contents of this Information Memorandum and any liability, whether arising in tort or contract or otherwise, relating to or resulting from this Information Memorandum or any information or errors contained therein or any omissions therefrom. By accepting this Information Memorandum, you agree that the Arranger will not have any such liability.

You should carefully read and retain this Information Memorandum. However, you are not to construe the contents of this Information Memorandum as investment, legal, accounting, regulatory or tax advice, and you should consult with your own advisors as to all legal, accounting, regulatmy, tax, financial and related matters concerning an investment in the Debentures.

Standard Chartered Bank may purchase and hold the Debentures for its own account or for the accounts of its customers or enter into other transactions (including derivatives) relating to the Debentures at the same time as the offering of the Debentures. Standard Chartered Bank may have engaged in or may in the future engage in other dealings in the ordinary course of business with the Company and/or its subsidiaries and affiliates.

Fonvard looking statements:

All statements in this Information Memorandum that are not statements of historical fact constitute "forward looking statements''. Readers can identify forward-looking statements by terminology like "aim", "anticipate", ''intend", "believe", "continue", "estimate", "expect", "may", "objective", "plan", "potential", ~'project", "pursue", "shall", "should", "will", "would" or other words or phrases of similar import. All statements regarding the Issuer's expected financial condition and results of operations, business, plans and prospects are forward looking statements. These forward looking statements and any other projections contained in this Information Memorandum (whether made by the Issuer or any third party) are predictions and involve known and unknown risks, uncertainties and other factors that may cause the Issuer's actual results, performance and achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements or other projections.

The forward looking statements contained in this Information Memorandum are based on the beliefs of the management of the Issuer, as well as the assumptions made by and information available to management as at the date of this Information Memorandum. There can be no assurance that the expectations will prove to be correct. The Issuer expressly disclaims any obligation or undertaking to release any updated information or revisions to any forward looking statements contained herein to reflect any changes in the expectations or assumptions with regard thereto or any change in the events, conditions or circumstances on which such statements are based. Given these uncertainties, recipients are cautioned not to place undue reliance on such forward looking statements. All subsequent written and oral forward looking statements attributable to the Issuer are expressly qualified in their entirety by reference to these cautionary statements.

P a g c 114

SECTION II: RISK FACTORS

A. INTERNAL RISK FACTORS

Delay, delinquency and credit risk

The Debentures represent a primary obligation of the Issuer. The Parent is also liable to pay the outstanding dues in respect of the Debentures in the event of the Issuer's failure to pay the same.

Further, on default by the Issuer or Parent to meet its/their obligations, the Debenture Trustee may in terms of the Transaction Documents initiate legal proceedings for enforcement of the security interest against the Issuer. The enforcement action may take time before the charged assets are actually sold. The sale of charged assets may not fetch sufficient amount to pay the entire outstanding amounts in respect of the Debentures and the investors can lose their investments in the Debentures.

Repayment is subject to the credit risk of the Company

Potential Investors should be aware that receipt of the principal amount, coupon and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Company. Potential Investors assume the risk that the Company will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Company, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed.

Tax consideration and legal consideration

Special tax considerations and legal considerations may apply to certain types of Investors. Potential Investors are urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, tax and other implications of this investment.

Accounting consideration

Special accounting considerations may apply to certain types of taxpayers. Potential Investors are urged to consult with their own accounting advisors to determine implications of this investment.

Operational and Systems Risk

The Company is faced with operational and systems risks, which may arise as a result of various factors viz. like improper authorisations, inappropriate documentation, failure in maintenance of proper security policies, frauds, inadequate training and employee errors. Fmther, there can also be a strike, lock-out, an obligation of the Company becoming illegal or impossible in whole or in part, or any breakdown, failure or malfunction beyond the control of the Company of any telecommunication or computer system including, without limitation unavailability of any communication system, systems outages breakdowns, breach or virus in the processes or payment and delivery mechanism, security risk in terms of handling information technology related products which involve risks like computer hacking, unauthorised access to computer data and storage devices, computer crashes, data loss, breach of confidentiality, network security, etc.

Security may be insufficient to redeem the Debentures

In the event that the Company is unable to meet its payment and other obligations towards Investors under the terms of the Debentures, the Debenture Trustee may enforce the Security as per the terms of Transaction Documents, and other related documents. The Investors' recovery in such a scenario will be subject to: (i) the market value of such secured property; and (ii) finding willing buyers for the secured property at a price sufficient to repay the potential Investors, all outstanding amounts under the Debenture Trust Deed. The value realised from the enforcement of the Security created under the Transaction Documents may be insufficient to redeem the Debentures and meet all expenses under th ,v.~l'-~ 57'1?110

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Issue.

B. EXTERNALRISKFACTORS

Material changes in regulations to which the Company is subject could cause the Company's business to suffer

The Company is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Company or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.

A slowdown in economic growth in India could cause the Company's business to suffer

The Company's performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian economy could adversely affect its business, including its ability to grow its asset portfolio, the quality of its assets, and its ability to implement its strategy. India's economy could be adversely affected by a general rise in interest rates, or various other factors affecting the growth of industrial, manufacturing and services sector or general down trend in the economy.

Political instability or changes in the Government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally, which could impact the Company's financial results and prospects

The policies and initiatives of the Government have supported the economic liberalization of the country. If there was to be any slowdown in the economic liberalisation, or a reversal of steps already taken, it could have an adverse effect on the Company's business.

Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and the Company's bnsiness

Terrorist attacks and other acts of violence or war may negatively affect the Indian markets and may also adversely affect the worldwide markets. These acts may also result in a loss of business confidence. In addition, adverse social, economic and political events in India could have a negative impact on the Company. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Company's business.

Legality of Purchase

A prospective Investor of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that prospective investor with any law, regulation or regulatory policy applicable to it.

P age I 16

SECTION III: INFORMATION RELATING TO THE ISSUER

I. GENERAL INFORMATION:

(i) General Information in relation to the Issuer:

Name RMZ Ecoworld Infrastructure Private Limited

Registered and Corporate 'The Millenia', Tower B, Level 12-14 No. 1 & 2, Murphy Road, Office Ulsoor Bangalore KA 560008 IN

Website www.rmzcorg.com

Date of incorporation May 13, 1994

(ii) A brief summary of the business activities of the Issuer and its line of business.

a. Overview:

RMZ Ecoworld Infrastructure Private Limited ("the Company"/ "Issuer") was incorporated on 13'" May, 1994. The Company is engaged in business of development acquisition, ownership,

construction, development and leasing of (A) any commercial office space property, or (B) any

mixed use development project with a commercial office component or (C) development and

management of IT/ITES Special Economic Zones, in each case, in compliance with the FD! Policy

(to the extent such properties are located in India). For the purposes of (B) above, where a project is being undertaken pursuant to development or joint development arrangements with third parties, the Company's (or RMZ Group's) entitlement/share in such project will alone be taken into

account for the purpose of calculating the built-up area which may be sold.

b. Corporate Structure:

The Structure Chart ofRMZ Ecoworld Infrastructure Private Limited as on 30'" November 2018:

Page 117

53.39% j

MRPL- Millennia Realtors Pvt. ltd.

REIPL-RMZ Ecoworld Infrastructure Pvt. Ltd.

100%

46.61%

RIPL- RMZ !.Qf?lli!\ Pvt. Ltd. RMZ Pune - RMZ lnfotech (Pune) Pvt ltd

(iii) Brief history of the issuer siuce its incorporation giving details of its activities including

any reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and subscribed), share premium account and borrowings, if any.

The Company/ Issuer was incorporated on 13•h May 1994. Following are the details of capital

structure:

Details of Share Capital as on September 30, 2018:

Sr.No. Particulars Amount (Rs.)

SHARE CAPITAL

a. \Authorized Equity_ Share Cll])ital* I 0,00,00,000 Equity Shares I 00,00,00,000

6,00,00,000 Preference Share 60,00,00,000

Total 160,00,00,000

b. Issued, Subscribed & Paid-up Share

10,00,00,000 Equity Shares I 00,00,00,000

5,70,00,000 Preference Share 57,00,00,000

Total 157,00,00,000

Since the present Issue contemplates offer and issuance of NCDs, the aforesaid paid-up share capital

shall remain unchanged after the offer/issuance of the NCDs.

P a g c I 18

Change in Capital Structure- (Authorised Share Capital as on September 30, 2018)

• in the last five years:

Date Authorised Composition Remarks Capital (Rs.) (No. of Shares &

Face Valutl_ 28th 160,00,00,000 10,00,00,000 Equity The Authorized Share Capital of the March Share of Rs. 10 each Company was increased from 2014 INRJ00,00,00,000 to

6,00,00,000 INRI 60,00,00,000 Preference Share of Rs. 10 each.

• Changes in capital structure as on September 30, 2018 :

On 28'" March 2014, 5,70,00,000 preference share of Rs.IO/- each was issued to RMZ lnfotech Private Limited, Company's Holding Company.

There was no change in the Equity Share Capital of the Company for last five years.

Details of acquisition or amalgamation since incorporation: NIL

Details of reorganization or reconstruction since incorporation: NIL

(iv) Brief particulars of the Management of the Company:

Our Board is responsible and has general powers for the management and conduct of our business.

The table below shows certain information in respect of the members of our Board as of the date of

this offering memorandum:

Name and address

Raj Menda

The Haven, No. 78/A-1, Benson Cross Road, Benson Town, Bangalore-560 046

P a g c 119

Designati DIN

Age on

56 Director 00018399

Occupat Other Directorships in India

ion

Non-

Executiv

e

Director

1. RMZ Business Park (India) Private Limited

2. RMZ Advisory Private Limited 3. RMZ Developers Private

Limited 4. RMZ Consultancy Services

Private Limited 5. RMZ Construction (India)

Private Limited 6. RMZ Retail Private Limited 7. RMZ Homes Private Limited 8. RMZ Corp Holdings Private

Limited 9. Ecoworld Infrastructure Private

Limited 10. RMZ lnfotech Private Limited 11. RM Business Enterprises Private

Limited 12. Millennia Realtors Private

Limited 13. RMZ Ecoworld Infrastructure

Private Limited

Manoj Menda 50

The Haven, No. 78/A-1, Benson Cross Road, Benson Town, Bangalore-560 046

Arshdeep Sethi

Singh 46

Cl, 1502 L & T South City, Arakere Mi co Layout, Bannerghatta Road, Bangalore - 560 076

Deepak Monoharlal 49 Chhabria

Flat No. 606, Olympus III Prestige ACROPOLIS, No. 20, Hosur Road, Bangalore- 560 029

Thirumal Govindraj

602, Hardarshan Villa, 6th Floor Plot No. 660-A, 16th Road, Khar West Mumbai 400052

Pagej20

47

Director

Director

Director

Director

00018414

03404021

02918115

14. Ashoka Apartments Private Limited

Non- I.

Executiv 2

·

RMZ Advisory Private Limited RMZ Developers Private Limited

e

Director

3. RMZ Business Park (India) Private Limited

4. RMZ Consultancy Services Private Limited

5. RMZ Construction (India) Private Limited

6. Cowrks India Private Limited 7. RMZ Eco world Infrastructure

Private Limited 8. RMZ Retail Private Limited 9. RMZ Homes Private Limited 10. RMZ Corp Holdings Private

Limited 11. Ecoworld Infrastructure Private

Limited 12. RMZ lnfotech Private Limited 13. MM Business Enterprises

Private Limited 14. Millennia Realtors Private

Limited Non- I. RMZ Ecoworld Infrastructure

Executiv

e

Director

2. 3. 4.

Private Limited RMZ Infotech Private Limited RMZ Hotels Private Limited RMZ North Star Projects Private Limited

5. RMZ Jnfotechpark (India) Private Limited

6. RMZ Azure Projects Private Limited

7. RMZ Consultancy Services Private Limited

Non- I. RMZ Ecoworld Infrastructure

Executiv

e

Director

2. 3.

Private Limited RMZ Infotech Private Limited Indecapital Advisors Private Limited

4. RMZ Hotels Private Limited 5. RMZ North Star Projects Private

Limited 6. RMZ Infotechpark (India)

Private Limited 7. RMZ Azure Projects Private

Limited 8. RMZ Consultancy Services

Private Limited 9. Chhabria Realty Private Limited

06731085 Non- I. RMZ Ecoworld Infrastructure Private Limited

Executiv

e

Director

2. RMZ Infotech Private Limited 3. RMZ Consultancy Services

Private Limited

Details of change in directors since last three years:

Name, designation Date of appointment/ Director of the Remarks and DIN Res.!g_nation Com~'!Y_ since

Rahul Bhasin 18/07/2016 11/07/2012 Resignation Director DIN: 00236867 Varun Batra 18/07/2016 - Appointment Director DIN: 00020526 Varun Batra 14/06/2018 18/07/2016 Resignation Director DIN: 00020526 Munish Dayal 14/06/2018 11/07/2012 Resignation Director DIN:01683836 Abdul Rahim Bin 14/06/2018 30110/2013 Resignation Mohammad Ali Director DIN:06698479 Mohd A A Al 14/06/2018 30/10/2013 Resignation Hashmi Director DIN:06725369

(v) Management's perception of risk factors:

Please refer to page 16 above.

(vi) Details of default, if any, including therein the amount involved, duration of default and

present status, in repayment of:

(a) statutory dues: NIL

(b) debentures and interest thereon: NIL

( c) deposits and interest thereon: NA

( d) loan from any bank or financial institution and interest thereon: NIL

(vii) Name, designation, address and phone number, email ID of the nodal I compliance officer of

the Company and persons connected, in the Issue

Company Secretary and/ or Compliance Officer

Rajesh Gopinath 'The Millenia', Tower- B, Level 12-14, No.1 & 2, Murphy Road, Ulsoor, Bangalore- 560 008 Tel: 4000 4000 Fax: 080 4000 4100 Email: [email protected]

Pagel21

Chief Financial Officer

V.S. Narayanan Associate Director Finance The Millenia, Tower- B, Level 12-14, No. 1 & 2, Murphy Road, Ulsoor, Bangalore- 560 008 Tel: 080 4000 4000 Fax: 080 4000 4100 Email: [email protected]

Debenture Trustee to the Issue Registrar to the Issue

IDBI Trusteeship Services Limited Asian Bldg., Ground Floor, 17,

Karvy Fintech Private Limited Contact person: Mr.SP Venugopal Tel: +91 040 67161604 R. Kamani Marg, Ballard Estate,

Mumbai- 40000 I Fax: 040 - 23001153 Contact person: Krislmakant Sharma Email: [email protected] Tel: +91224080 7005; Fax: 022 6631 1776 Email: [email protected]

Arranger to the Issue

Standard Chartered Bank Crescenzo, 5th Floor, C-38/39 G Block, Bandra Kurla Complex, Mumbai 400 051 Contact person: Nihal Adsul Tel: +91-22-61158948 Fax: +91-22-61157700 Email: [email protected]

Credit Rating Agency (ies)

ICRA Limited (ICRA)

Auditors of the Issuer

BS R & Associates LLP Maruthi Info-tech Centre 11-12/1, Inner Ring Road, Koramanga!a, Bangalore-560071 Date of Appointment/Resignation: 24/09/2014

The Issuer reserves the right to obtain an additional credit rating from any SEBI registered Credit Rating Agency for fall or part of the issue, which shall be at least equivalent to the prevailing credit rating to the issue.

(viii) Any default in Annual filing of the Company under the Companies Act, 2013 or the rules

made thereunder:

NIL

II. Particulars of the Offer:

Date of passing of Board December 4, 2018 Resolution Date of passing of resolution December 5, 2018 in general meeting, authorizing the offer of securities Kinds of securities offered Secured, Rated, Listed, Redeemable Non-Convertible (i.e. whether share or Debentures debenture) and class of securi!Y_ Price at which the security is Rs. I 0,00,000/- (Rupees Ten Lakh only) per Debenture, which being offered, including is the face value of each Debenture premium if any, along with

j_ustification ofthe_Eice Name and address of the 1. CBRE South Asia Pvt Ltd valuer who performed valuation of the security Ground Floor, The, Hulkul Brigade Centre, No 82, offered Lavelle Road, Shanthala Nagar, Ashok Nagar,

Pagcl22

Bengaluru, Karnataka 560001

2. Jones Lang LaSalle Property Consultants India Private

Limited

Level 3, Concorde UB City, No. 24, Vittal Mall ya

Road, Bangalore - 560 00 I

Relevant date with reference September 30, 2018 to which the price has been arrived at Class or classes of persons to Domestic Institutional Investor whom allotment is proposed to be made Proposed time schedule for This Information Memorandum shall be valid till the closing which the private placement date December 11, 2018 offer cum application is valid Change in control, if any, in Nil the Company that would (The proposed issue is debt instrument; hence there shall not be occur consequent to the any change in the control)

__£!·ivate_2]acement Number of persons to whom During the year, one investor (Standard Chartered Bank) was allotment on preferential made allotment by way of private placement of Non-basis/private placement/ rights conve1iible Debenture worth INR 11,000,000,000/- (Indian issue has already been made Rupees Eleven Hundred crores only) in terms of the debenture during the year, in terms of trust deed dated April 26, 2018 number of securities as well as_Eice Justification for the allotment NA proposed to be made for consideration other than cash together with valuation report of the r<:gistered valuer Amount which the Company Rs. 1,375 crore intends to raise by way of securities Terms of raising of securities: Please refer to the Term Sheet on page 52

Mode of Payment/repayment Real Time Gross Settlement I National Electronic Fund Transfer/ ch~ue I demand draft

Purpose and objects of the To refinance the existing debt of INR 11,000,000,000/-offer (Indian Rupees Eleven Hundred crores only) raised against the

Mmigaged Properties by way of issuance of debentures in terms of the debenture trust deed dated April 26, 2018; and

The balance will be utilized for working capital requirements of the Issuer including finance costs, towards maintenance, refurbishment, fit out expenses towards existing portfolio of projects and permitted transaction expenses as may be applicable of the Issuer

Contribution being made by the promoters or directors either as part of the offer or Nil separately in fmiherance of the o~ct Principal terms of assets Please refer to the Term Sheet on page 52 charged as security, if applicable

Pagcl23

The details of significant and Nil material orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the Company and its future ~rations

The pre-issue and post-issue shareholding pattern of our Company:

SI. Category Pre-issue Post-issue No.

No. of Shares % of share No of shares held holdin& held

A Promoters holdii:ig_ I Indian - - -

Individual - - -Bodies co!:2Slrate 10,00,00,000 100% 10,00,00,000 Sub-total 10,00,00,000 100% 10,00,00,000

2 Foreign_]ll'omoters - - -Sub-totalj_AJ_ 10,00,0C!,!JOO 100% 10,00,00,000

B Non.::E!omoters holdi!!E_ 1 Institutional investors - - -

Non-Institutional - - -investors

2 Non- promoters holdit:!&_ - - -Private C0!:2Slrate bodies - - -Directors and relatives - - -Indian _E_ublic - - -others [including non- - - -resident Indians( NRis)] Sub-total][ - - -GRAND TOTAL 10,00,0C!,!JOO 100% lC!,!J0,00,000

III. Disclosure with regard to interest of directors, litigation, etc:

%of shareholdii:ig_

--

100% 100%

-100%

--

-----

-100%

Any financial or other material interest of the directors, promoters or key managerial personnel in the Issue and the effect of such interest in so far as it is different from the interests of other persons

None of the directors, promoters or key managerial personnel are have any financial or other material interest in the Issue

Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any Promoter of the Company during the last 3 (Three) years immediately preceding the year of the issue of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or le&al action

Pagej24

None

shall be disclosed

Remuneration of directors (during the current year and last 3 (Three) financial years)

Related party transactions entered during the last 3 (Three) financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided

Summary of reservations or qualifications or adverse remarks of auditors in the last 5 (Five) financial years immediately preceding the year of issue of offer letter and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark

Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act, 2013 or any previous company law in the last 3 (Three) years immediately preceding the year of issue of private placement offer cum

There is no remuneration paid by the Company. However remuneration paid by the Holding Company is cross charged to the Company, which can be referred in the financial statements.

Please refer Annexure B

None

application letter in case of the There are no such instances except that the Company held its Company and all of its Annual General Meeting for the year 2017 only on March 31, subsidiaries. Also if there were 2018. The company is in the process of filing compounding any were any prosecutions filed application before National Company Law Tribunal, Bengaluru. (whether pending or not) fines imposed, compounding of offences in the last 3 (Three) years immediately preceding the year of offer letter and if so, section-wise details thereof for the Company and all of its subsidiaries

Details of acts of material frauds committed against the Company in the last 3 (Three) years, if any, and if so, the action taken by the Company

IV. Financial Position of the Company:

None.

A. The capital structure of the company in the following manner in a tabular form:

Pugel25

The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value)

Authorised 10,00,00,000 Equity Shares of INR I 0/- each and 6,00,00,000 Preference Share of Rs. I 0 each. Issued, Subscribed and Fully Paid- up

10,00,00,000 Equity Shares of INR I 0/- each and 5, 70,00,000 Preference Share of Rs. I 0/- each ..

160,00,0

0,000

157,00,0

0,000

Size of the Present Issue Non-Convertible Debentures worth Rs.1375,00,00,000

Paid-up Capital:

a. After the offer:

b. After the conversion of Convertible Instruments (if applicable)

Share Premium Account:

a. Before the offer:

b. After the offer:

Details of the existing share capital of the Issuer:

Authorised 10,00,00,000 Equity Shares of!NR IOI- each and 6,00,00,000 Preference Share of Rs. 10 each. Issued, Subscribed and Fully Paid- up

I 0,00,00,000 Equity Shares of!NR 10/- each and 5,70,00,000 Preference Share of Rs. I 0/ each.

Not Applicable

Nil

Nil

Details of allotments made by the Company in the last I (one) year preceding the date of the offer letter for Consideration other than cash Nil

Profits of the Company, before and after making In INR Crore provision for tax, for the 3 (Three) financial years

000

157,00,00,

000

immediately preceding the date of circulation of Particula 2017-18 2016-17 2015-16 offer letter rs

PBT (37.05) (9.19) 37.74

Pagej26

PAT l (26.07) (16.64) 26.61

Dividends declared by the Company in respect of 2017- 2016-17 2015-16 the said 3 (Three) financial years; interest coverage 18 ratio for last 3 (Three) years (cash profit after tax Particulars

plus interest paid/interest paid) Dividend Nil Nil Nil

Interest Nil Nil Nil Coverage

A summary of the financial position of the Please refer to Annexure A below. Company as in the 3 (Three) audited balance sheets immediately preceding the date of The audited financial information of the

circulation of offer letter Issuer as disclosed has been updated as of March 31, 2018

Audited Cash Flow Statement for the 3 (Three) Please refer to Annexure A below. years immediately preceding the date of circulation of offer letter

Any change in accounting policies during the last There are no Changes in accounting policies 3 (Three) years and their effect on the profits and in last 3 years. the reserves of the Company

B. Key Operational and Financial Parameters for the last 3 (three) audited years- (Standalone basis) (Rs. in crores)

Networth 200.65 217.75 99.87 Total Debt of which- 3,072.63 3,102.94 2,082.42

- Non-Current Maturities of LongTerm 2, 130.96 2,702.78 1,498.13 Borrowin - Short Term Borrowin STB) 28.5 238.50 41.99

Current Maturities of LongTenn 913.17 161.66 542.30 Borrowin Net Fixed Assets NFA) 2,836.45 2,734.04 2,145.60 Non-Current Assets ( excl NF A 389.58 462.44 259.22 Cash and Cash E uivalents 51.55 73.38 56.06 Current Investments Cl Nil Nil Nil Current Assets 480.90 562.09 237.20 Current Liabilities 1,177.07 708.85 937.18 Total Income 546.49 593.53 501.19 EBITDA 392.16 354.43 273.81 EBIT 317.05 298.68 233.61 Finance costs 354.10 307.87 195.87 PAT 26.07) 16.64) 26.61 Dividend amounts Nil Nil Nil Current Ratio 0.41 0.79 0.25

0.01 0.01 1.19

P a g e 127

C. Key Operational and Financial Parameters for the last 3 (three) audited years- (Consolidated basis)

(Rs. in crores)

Networth 1485.99 1,381.38 1,291.24 Total Debt of which- 5700.74 5.242.22 4,008.78

- Non-Current Maturities of Long Term 4681.03 4,748.72 3,374.74 Borrowin - Short Term Borrowin (STB) 2.12 222.12 11.99

- Current Maturities of Lon Term Borrowin 1017.59 271.38 622.04

Net Fixed Assets NFA) 5723.38 5474.86 4520.77 Non-Current Assets ( excl NF A 1604.66 1310.62 1229.23 Cash and Cash E uivalents 192.55 290.91 115.47 Current Investments (CI) Nil Nil Nil Current Assets 597.97 621.19 365.17 Current Liabilities 1507.66 1040,85 1238.05 Total Income 1056.20 1078.63 921.76 EBITDA 752.50 659.30 508.72 EB!T 630.96 562.03 432.56 Finance costs 614.50 554.77 421.51 PAT 3.47 32.90 174.91 Dividend amounts nil nil nil

0.40 0.60 0.29 1.03 1..01 1.03

D. Gross Debt: Equity Ratio of the Company::

~efore the Issue of NCDs 3.84

/\fter the Issue of NCDs 3.93

E. Project cost and means of financing in case of funding of new projects: NIL

F. Details of shareholding of the Issuer as on last quarter end:

a. Details of shareholding of the Company as on September 30, 2018:

SI. Name of the Number of Shares Amount No. Shareholder Equity Preference Equity Preference I. RMZ Infotech Private 9,99,99,998 5,70,00,000 99,99,99,980 57,00,00,000

Limited 2. Mr. Raj Menda 1 0 10 0

3. Mr. Manoj_ Menda 1 0 10 0

TOTAL 10,00,00,000 5, 70,00,000 100,00,00,000 57,00,00,000

Page 128

b. Holding of Promoters, Promoter Group and Persons Acting in Concert (PA Cs) of the Company:

Details of Shareholding of Promoters, Promoter Group and Persons Acting in Concert (PA Cs), as

on September 30, 2018, are given herein below:

Sr. Name of Shareholder Details of Shares held No. Number of No of shares %

shares held in demat form Promoters, Promoter Grou11 and PACs

1 RMZ lnfotech Private Limited 9,99,99,998 4,99,99,998 100

2 Mr. Raj Menda I I Negligible

3 Mr. Manoj Menda I I Negligible

Total 10,00,00,000 5,00,00,000

Details of Shares held Number of No of % shares held shares

in Sr.No. Name of Shareholder (Preference) demat

form

Promoter~Promoter Group and PACs RMZ Infotech Private Limited 5,70,00,000 NIL 100

I 5,70,00,000 NIL 100

Total

c. A list of Top Ten Equity Shareholders (other than Promoters/Promoter group/PACs) of the

Company as on September 30, 2018:

Sr. Name of the shareholder No. of shares No. of % Holding No. held shares in

demat form

I RMZ Infotech Private Limited 9,99,99,998 4,99,99,998 100

2 Mr. Raj Menda I I Negligible

3 Mr. Manoj Menda I l Negligible

I0,00,00,000 5,00,00,000 100 Total

Sr. Details of Shares held No. Name of Shareholder (Preference) Number of No of shares in %

shares held demat form Promoters, Promoter Grou11 and

Pag

PA Cs _,6-i-~ ~s '111;<' I RMZ Infotech Private Limited 5,70,00,000 NIL 100 7~'1 "i

c I 29 Q .,,

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I Total I s,10,00,000 I NIL 100

G. Financial Information and accounting policies:

a. Details of borrowings of the Company (as on September 30, 2018): Rs 3713.37 Crores

b. Details of Secured Loan Facilities: 3,713.37 Crores

Lender Bank Outstanding loan as at 30 Security provided Sept 2018

Syndicate Bank CAMPUS-I, 2 & 3 RMZ 3S3 .31 Ecoworld, Bangalore

ICICI Bank Ltd 496.71 4A&4B ICICI Bank Ltd 224.12 4C ICICI Bank Ltd 275.00 4A&4B&4C HDFC Ltd 4S9.S4 5A&5B Standard Chartered Bank-NCO 1,100.00 6A, 6B & 7 Syndicate Bank 202.15 RMBPl&ICON HSBC Ltd 425.01 SA&SB HSBC Ltd 63.09 SA & SB- O/D HSBC Ltd 5S.15 SA& SB-TOD

c. Details of outstanding non-convertible debentures (including non-convertible debentures with

maturity upto one year): Rs 1100 Crores

d. Details of Unsecured Loan Facilities (as on September 30, 2018): Nil

e. List of top ten Debenture Holders:( as on September 30, 2018): The entire NCDs are held by

Standard Chartered Bank

f. The amount of corporate guarantee issued by the issuer along with name of counterparty:

Corporate Guarantee Counterparty Facilities/Debentures _JJrovided in favour of: In INR Crore Vistra Trusteeship Services RMZ Buildcon Private 2,200.00 Limited Limited

RMZ Estates Private Limited I600.00

g. Details of Commercial Paper as on September 30, 20I8: Nil

h. Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible

Debentures I Preference Shares) as on September 30, 2018: Nil

Pagel30

i. Details of all default/s and/or delay in payments of interest and principal of any kind of term

loans, debt securities and other financial indebtedness including corporate guarantee issued by the

Company, in the past 5 years: Nil

j. Details of any outstanding borrowings taken/ debt securities issued where taken I issued (i) for

consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in

pursuance of an option : Nil

k. Disclosures pertaining to wilful default:

(a) Name of the bank declaring the entity as a wilful defaulter- NIL

(b) The year in which the entity is declared as a wilful defaulter- NIL

( c) Outstanding amount when the entity is declared as a wilful defaulter- NIL

( d) Name of the entity declared as wilful defaulter- NIL

(e) Steps taken, for the removal from the list of wilful defaulter: NIL

(f) Other disclosures, as deemed fit by the Issuer in order to enable the Investors to take informed

decision- NIL

I. Any material event/ development or change having implications on the financials/credit quality

(e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in

material liabilities, corporate restructuring event etc.) at the time of issue which may affect the

issue or the investor's decision to invest I continue to invest in the debt securities: NIL

m. Abridged version of audited consolidated and standalone financial information (like profit & loss

statement, balance sheet and cash flow statement) for at least last three years and auditor

qualifications, if any)- Please refer to Annexure A.

n. Any material event/development (or change at the time of issue or subsequent to the issue

which may affect the issue or the investor's decision to invest/come to invest in the debt

securities) - NIL

o. Particulars of debt securities issued (i) for consideration other than cash, whether in whole or

part, (ii) at premium or discount, or (iii) in pursuance of an option.

The Company confirms that it has not issued any debt securities or agreed to issue any debt

securities for consideration other than cash, whether in whole or in part, at a premium or

discount or in pursuance of an option since inception.

p. Particulars of any default in repayment of any statutory dues, debentures and interest thereon an Mr .\~?.. l?t;

Pa g c deposits and any interest thereon. - NIL S y·--j., 01'

"' 1' 131 0 sc::NGALURU m

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q. Particulars of the valuer who performed the valuation of the security:

Name Address

CBRE South Asia Private Limited Ground Floor, The, Hulkul Brigade Centre, No 82, Lavelle Road, Shanthala Nagar, Ashok Nagar, Bengaluru, Karnataka 560001

Jones Lang LaSalle Property Consultants Level 3, Concorde UB City, No. 24, Vittal

India Private Limited Mallya Road, Bangalore - 560 001

r. Particulars of any contribution being made by the directors or shareholders of the Issuer as part of

the offer or separately in furtherance of the objects of the Issue -Nil

s. Particulars of any change in accounting policies during the last three years and their effect on the

profits and the reserves of the Issuer - There are no change in the accounting policy in the last

three financial years.

t. Complete details of the assets on which the charge is to be created along with the description

nature, title location, value and basis of valuation-Please refer to the Term .Sheet on page 52.

u. Whether the security is backed by a guarantee or letter of comfmi or any other document/Jetter

with similar intent,

Not Applicable

v. Rating Rationale(s) adopted (not older than 1 (One) year on the date of opening of the Issue)/

credit rating letter issued (not older than 1 (One) month on the date of opening of the Issue) by the

Rating Agency to be disclosed.

The credit rating letter issued by ICRA dated December 6, 2018 is annexed herewith as Annexure c.

Detailed rating rationale(s) adopted (not older than one year on the date of opening of the Issue)/credit rating letter issued (not older than one month on the date of opening of the Issue) by the rating agencies

r age f 32

H. Other Information:

i. Issue Structure aud Process

This is a confidential Information Memorandum setting out the terms and conditions pertaining to issue of secured, rated, listed, redeemable non-convertible privately placed Debentures of face value of INR 10,00,000/- (Rupees Ten Lakhs) each for cash at par. Your participation is subject to the completion and submission of Application Form along with cheque(s) I draft(s) and acceptance of the offer by the Company.

ii. Issue Size

The issuer proposes to issue 13,750 Debentures of the face value lNR 10,00,000/- (Rupees Ten Lakhs only), aggregating to Rs 13,75,00,00,000 (Rupees One Thousand Three Hundred and Seventy Five Crores Only).

iii. Details of utilization of issue proceeds

As set out under the definition of'Object' on page 23.

iv. 4uthority for the Issue

This private placement of Debentures is being made pursuant to the resolution passed by shareholders of the Company under Section 42 of the Companies Act, 2013 ('the Act'), at the Extra-ordinary General Meeting of the Company held on December 5, 2018, and the resolution passed by the Board of Directors of the Company, at its meeting held on December 4, 2018.

v. Payment Terms

The full face value of the Debentures applied for is to be paid along with the Application Form.

Investor(s) need to send in the Application Form and the RTGS I cheque(s)/ demand draft(s) for the full face value of the Debentures applied for.

vi. Interest on Application Money

Interest on application money at the applicable Coupon Rate (subject to deduction of TDS at the rate prevailing from time to time under the provisions of the IT Act, or any other statutory modification or re-enactment thereof) will be paid to the applicants. Such interest shall be paid from the date of realisation of RTGS I demand draft(s) upto the date immediately preceding the Deemed Date of Allotment and shall be sent along with the letter(s) of allotment/ intimation of allotment. Interest shall be payable within seven Business days from the Deemed Date of Allotment.

vii. Interest on the Debentures

Interest payment at the applicable Coupon Rate will be made by way of RTGS/ NEFT/ to the Debenture Holder(s) whose name appears in the List of Beneficial Owners given by the Depository to the Company as on the Record Date. Coupon in all cases shall be payable on the amount outstanding on an actual /actual day count basis, i.e., actual number of days elapsed divided by the actual number of days in the year. Payment towards Coupon shall be made by RTGS. If the due date for payment of Coupon falls on a Sunday or any other holiday or on a nonclearing day, the payment shall be made by the Company on the immediately following Business Day without any adjustment to the amount of interest payable.

viii. Tax Deduction at Source

Tax as applicable under the IT Act, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/ document, under Section 193 of the IT Act, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the Company in writing, at least 30 (thitty) calendar working days before the Coupon Payment Date. ,-,_::-;:.,.__

Pagel33

Tax exemption certificate I document in respect of non-deduction of tax at source on interest on application money, must be submitted along with the Application Form.

ix. DRR

The Company shall create a ORR during the tenure ofNCDs in accordance with the provisions of the Companies Act and Rule18 (7) (a) to (e) of The Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by the Ministry of Corporate Affairs in this regard from time to ti1ne.

x. Repayment Schedule

The repayment would be in monthly tranches, spread out during the tenor as per the table below:

31-Dec-18 9,625,000

2 3 l-Jan-19 9,625,000

3 28-Feb-l 9 16,500,000

4 31-Mar-19 16,500,000

5 30-Apr-19 17,875,000

6 31-May-19 17,875,000

7 30-Jun-19 20,625,000

8 31-Jul-19 20,625,000

9 31-Aug-19 22,000,000

10 30-Sep-19 22,000,000

11 31-0ct-19 24,750,000

12 30-Nov-19 25,437,500

13 31-Dec-19 26,125,000

14 31-Jan-20 28,875,000

15 29-Feb-20 31,625,000

16 31-Mar-20 31,625,000

17 30-Apr-20 31,625,000

18 31-May-20 31,625,000

19 30-Jun-20 33,000,000

20 3 l-Jul-20 34,375,000

21 3 l-Aug-20 35,750,000

22 30-Sep-20 37,125,000

Pagel34 ~

23 3 l-Oct-20 39,187,500

24 30-Nov-20 39,187,500

25 3 l-Dec-20 39,187,500

26 3 l-Jan-21 39,187,500

27 28-Feb-2 l 39,875,000

28 31-Mar-2 l 39,875,000

29 30-Apr-2 l 41,250,000

30 3 l-May-21 42,625,000

31 30-Jun-21 42,625,000

32 31-Jul-21 44,000,000

33 3 l-Aug-21 44,000,000

34 30-Sep-2 l 44,000,000

35 3 l-Oct-21 44,000,000

36 30-Nov-21 45,375,000

37 31-Dec-21 45,375,000

38 3 l-Jan-22 45,375,000

39 28-Feb-22 45,375,000

40 31-Mar-22 46,750,000

41 30-Apr-22 46,750,000

42 31-May-22 46,750,000

43 30-Jun-22 46,750,000

44 3 l-Jul-22 46,750,000

45 3 l-Aug-22 46,750,000

46 30-Sep-22 48,125,000

47 3 l-Oct-22 50,875,000

48 30-Nov-22 50,875,000

49 3 l-Dec-22 52,250,000

50 31-Jan-23 57,750,000

51 28-Feb-23 57,750,000

52 3 l-Mar-23 57,750,000

53 30-Apr-23 57,750,000

Pag

-54 3 l-May-23 59,125,000 14~~1?(1

~ o, c I 35 ~ . NGALURU ~· ~- ~-<>y "· ,..,

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55 30-Jun-23 60,500,000

56 3 l-Jul-23 61,875,000

57 3 J-Aug-23 63,250,000

58 30-Sep-23 66,000,000

59 3 l-Oct-23 67,375,000

60 30-Nov-23 67,375,000

60 30-Nov-23 11,325, 187,500

The Debenture Holders may at the request of the Company in suitable circumstances and also in the absolute discretion of the Debenture Holders, subject however to Applicable Law for the purpose, revise I pre pone I postpone redemption of the Debentures or any part thereof on such terms and conditions as may be decided by the Company in consultation with the Debenture Holders (see Modification of Rights).

xi. Payment on Redemption

Payment on redemption will be made by RTGS/NEFT in the name of the Debenture holder whose name appears on the List of Beneficial Owners given by Depository to the Company as on the Record Date.

The Debentures shall be taken as discharged on payment of the entire outstanding Principal Amount by the Company on maturity to the List of Beneficial Owners as provided by NSDL/ Depository Participant. Such payment will be a legal discharge of the liability of the Company towards the Debentures. On such payment being made, the Company will inform NSDL/CDSL and accordingly, the account of the Debenture Holders with NSDL/ CDSL will be adjusted. The Company's liability to the Debenture Holders towards all their rights, including for payment or otherwise shall cease and stand extinguished from the due date ofredemption in all events. Further, the Company will not be liable to pay any interest or compensation from the date of redemption. On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished.

xii. Creation of Security

All the securities as set out under the definition of 'Security' above shall be created in the manner as provided in the Term Sheet provide in this Information Memorandum.

Security shall be created and perfected within 30 days from the Deemed Date of Allotment. Perfection of Security to include registration of mortgage, filing of relevant forms with ROC and CERSAI any other regulatory authorities as required.

xiii. Debentures Trustee

The Company has appointed IDBI Trusteeship Services Ltd. as Debenture Trustee in respect of the Debentures. The Company will enter into a DTD, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustee in respect of the Debentures.

Subject to the terms of the other Transaction Documents, the Debenture Holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorised the Trustee or any of their agents or authorised officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the Security to be created for securing the Debentures. Subject to Applicable Law, all rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Debenture Trustee in terms of the Transaction...-"".:-:-~

~~"-!'Y-'flu "'" ~(' ..... ~ (,

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Documents. Any payment made by the Company to the Trustee on behalf of the Debenture Holder(s) shall discharge the Company pro tanto to the Debenture holder(s).

xiv. Debenture Certificate

The beneficiary account of the Investor(s) with NSDL/ CDSLwill be given initial credit within 2 (two) Business Days from the Date of Allotment. The initial credit in the account will be akin to the letter of allotment. On completion of all statutory formalities, such credit in the account will be akin to a debenture certificate.

The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of the Companies Act, Depositories Act, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSLfrom time to time, and other applicable laws and rules notified in respect thereof.

The Company shall ensure dispatch of refund order(s) by registered post only and adequate funds for the purpose shall be made available to the Registrar to the Issue by the Issuer Company.

xv. Cash Flows per Non-Convertible Debenture:

Com an RMZ Ecoworld Infrastructure Private Limited Face Value securit )

(per 10,00,000/-

Issue Date December 11, 2018 Deemed Date Allotment

o December 12, 2018

Repayment Schedule for total Issue Size

P age I 37

2

3

4

5

6

7

8

9

IO

11

12

13

14

3 l-Dec-18

31-Jan-19

28-Feb-19

3 l-Mar-19

30-Apr-19

31-May-19

30-Jun-19

31-Jul-l 9

31-Aug-19

30-Sep-19

31-0ct-19

30-Nov-l 9

3 l-Dec-19

31-Jan-20

9,625,000

9,625,000

16,500,000

16,500,000

17,875,000

17,875,000

20,625,000

20,625,000

22,000,000

22,000,000

24,750,000

25,437,500

26, 125,000

28,875,000

15 29-Feb-20 31,625,000

16 31-Mar-20 31,625,000

17 30-Apr-20 31,625,000

18 31-May-20 31,625,000

19 30-Jun-20 33,000,000

20 31-Jul-20 34,375,000

21 3 l-Aug-20 35,750,000

22 30-Sep-20 37,125,000

23 31-0ct-20 39,187,500

24 30-Nov-20 39,187,500

25 31-Dec-20 39, 187,500

26 31-Jan-21 39, 187,500

27 28-Feb-21 39,875,000

28 31-Mar-21 39,875,000

29 30-Apr-21 41,250,000

30 3 l-May-21 42,625,000

31 30-Jun-21 42,625,000

32 31-Jul-21 44,000,000

33 3 l-Aug-21 44,000,000

34 30-Sep-21 44,000,000

35 31-0ct-21 44,000,000

36 30-Nov-21 45,375,000

37 3 l-Dec-21 45,375,000

38 3 l-Jan-22 45,375,000

39 28-Feb-22 45,375,000

40 3 l-Mar-22 46,750,000

41 30-Apr-22 46,750,000

42 31-May-22 46,750,000

43 30-Jun-22 46,750,000

44 31-Jul-22 46,750,000

45 31-Aug-22 46,750,000 -

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46 30-Sep-22 48,125,000

47 3 l-Oct-22 50,875,000

48 30-Nov-22 50,875,000

49 31-Dec-22 52,250,000

50 31-Jan-23 57,750,000

51 28-Feb-23 57,750,000

52 31-Mar-23 57,750,000

53 30-Apr-23 57,750,000

54 31-May-23 59,125,000

55 30-Jun-23 60,500,000

56 31-Jul-23 61,875,000

57 3 l-Aug-23 63,250,000

58 30-Sep-23 66,000,000

59 3 l-Oct-23 67,375,000

60 30-Nov-23 67,375,000

60 30-Nov-23 11,325,187,500

Coupon /Interest Interest Rate at rate of9% per annum ("Initial Interest Rate") shall be payable Rate from Deemed Date of Allotment till the next Interest Reset Date. The Coupon

Rate thereafter shall be determined on each Interest Reset Date as the sum o the Lending Rate prevailing on the Interest Reset Date and Spread. Debenture Trustee shall notify the revised Interest Rate to the Company as per the Interest Reset Process.

The Interest Rate shall be revised on every Interest Reset Date.

Interest Reset Date means:

(a) the date falling on 28'" February 2019; and (b) the dates falling at the end of every 3 (three) calendar months thereafter

or such other period as may be mutually agreed in writing between the Debenture Trustee acting on behalf of the Debenture Holders and the Issuer ("Secured Parties") and the Con111m1y;

Interest Reset The Interest Rate will be reset on a quarterly basis starting from Feb 28, 2019 Process on the basis of the revised Lending Rate prevailing on such Interest Reset

Date

Lending Rate Shall mean 3 months Standard Chartered Bank (SCB) Marginal Cost of Funds based Lending Rate (MCLR)

Spread Shall mean the difference between the Initial Interest Rate and the Lending Rate which was prevailing on the Deemed Date of Allotment.

Page

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Frequency of the First Coupon on the last working day of each calendar month starting from Coupon Payment December 31, 2018 and subsequently payable at monthly rests with specified dates

Day Count Actual/ Actual Convention Assumptions and Notes:

The aggregate Coupon payable to each Debenture Holder shall be rounded up to the nearest rupee as per the Fixed Income Money Market and Derivatives Association handbook on market practices.

xvi. List of Beneficial Owners

The Company shall request the Depository to provide a List of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of Coupon or Principal Amount, as the case may be.

Joint-Holders

Where two or more persons are Debenture Holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to other provisions contained in the Articles.

The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holders available with the Company, with its subsidiaries and Affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and Affiliates nor their agents shall be liable for use of the aforesaid information.

xvii. Mode of Transfer

The provisions relating to transfer and transmission, nomination and other related matters in respect of equity shares of the Company, contained in the Articles of Association of the Company, shall apply mutatis mutandis to the transfer and transmission of the Debentures and nomination in this respect.

xviii. Succession

In the event of demise of the sole holder of the Debentures, the Company will recognize the executor or administrator of the deceased Debenture Holder, or the holder of succession certificate or other legal representative as having title to the Debentures. The Company shall not be bound to recognize such executor, administrator or holder of the succession certificate, unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a court in India having jurisdiction over the matter. The directors of the Company may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the deceased Debenture Holder on production of sufficient documentary proof or indemnity.

xix. Nomination

In the event of, however, a deceased Debenture Holder having nominated any person entitled to be registered as the Debenture Holder in the event of his death, such nominee shall be registered as the Debenture holder in place of the deceased Debenture Holder, notwithstanding anything contained in any other Applicable Law for the time being in force.

xx. Future Borrowings

The Company shall be entitled, from time to time, to make further issue of securities and other such instruments to the public I members of the Company I banks I financial institutions /bodies corporate /mutual funds and I or any other Person(s) and /or to raise further loans, advances and/or avail of further financial and I or guarantee facilities from all or any of the above, witliou <;RASr

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obtaining the approval of the Debenture Holders and/or the Trustee to the extent of INR 250,00,00,00,000 (Indian Rupees Twenty Five Thousand Crores only).

The Parent shall be entitled, from time to time, to make fmther issue of securities and other such instruments to the public I members of the Company I banks I financial institutions /bodies corporate /mutual funds and I or any other Person(s) and /or to raise further loans, advances and/or avail of further financial and I or guarantee facilities from all or any of the above, without obtaining the approval of the Debenture Holders and/or the Trustee to the extent of INR 250,00,00,00,000 (Indian Rupees Twenty Five Thousand Crores only).

However, in case of any default in the payment of Coupon or Principal amount on the Debentures issued hereunder, the Issuer and Parent will obtain prior written consent from the Debenture Holders for any further borrowings by whatever means.

xxi. Debenture Trust Deed to prevail

In case of inconsistency between this I Information Memorandum and the Debenture Trust Deed, the Debenture Trust Deed shall prevail.

xxii. Rights of Debenture Holders

The Debenture Holders will not be entitled to any rights and privileges of shareholders other than those available to them under statutory requirements. The Debentures shall not confer upon the holders the right to receive notice, or to attend and vote at the general meetings of shareholders of the Company. The Principal Amount and Interest, if any, on the Debentures will be paid to the sole holder only, and in the case of joint holders, to the one whose name stands first in the list of beneficial owners. The Debentures shall be subject to other usual terms and conditions incorporated in the Debenture certificate(s) that will be issued to the allottee (s) of such Debentures by the Company and also in the Debenture Trust Deed.

xxiii. Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least fifty one percent of the Outstanding Amount of the Debentures at any given time or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture Holders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.

xxiv. Notices

The notices to the Debenture Holder(s) required to be given by the Company or the Trustee shall be deemed to have been given if sent by post to the sole I first allottee or sole I first registered holder of the Debentures, as the case may be. All notices to be given by the Debenture Holder(s) shall be sent by registered post or by hand delivery to the registered office of the Company or to such Persons at such address as may be notified to the Company from time to time. All correspondence regarding the Debentures should be marked "Private Placement of Debentures".

xxv. Undertaking to use a common form of transfer

The Debentures issued shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company.

xxvi. Who Can Apply

Only those Investors, who have been addressed through a communication directly, are eligible to apply No other investor can apply. The categories of the investors, to whom the communication has been directed, are:

Banks, Financial Institutions, Non-Bank Finance Companies, Provident and Pension Funds, Corporate Investors and/or or any other subscriber eligible to invest in INR denominated NCDs issued for the stated purpose.

Pagcl41

xxvii. Applications under Power of Attorney I Other Authority

Original power of attorney or the relevant authority together with its certified true copy, as the case may be, along with the names and specimen signatures of all the authorised signatories and the tax exemption ce11ificate I document, if any, must be lodged at the time of submission of the completed application form. Further modifications I additions in the power of attorney or authority should be notified to the Company at its registered office.

P age 142

Information relating to the terms of offer:

THE DEBENTURES CAN BE APPLIED FOR ONLY IN DEMATERIALISED FORMAT

Applications under Power of Attorney/ Relevant Authority

In case of an application made under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum of association and articles and/or bye-laws must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorised signatories must also be lodged along with the submission of the completed application. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer at its registered office.

DISCLAIMER:

PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS IM HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE ISSUER MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS/ INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT. INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/ REGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE ISSUER IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE ISSUER REQUIRED TO CHECK OR CONFIRM THE SAME. NON RESIDENTS CANNOT APPLY FOR OR HOLD THESE DEBENTURES.

PLEASE NOTE THAT, BY SIGNING THE APPLICATION FORM, THE INVESTOR ACKNOWLEDGES THAT THE INVESTOR IS DULY AUTHORISED, WHETHER UNDER APPLICABLE LAW, OR UNDER THE INVESTOR'S CONSTITUTION DOCUMENTS OR OTHERWISE TO SUBSCRIBE TO THE ISSUE AND THE PERSON SIGNING THE APPLICATION FORM IS A DULY AUTHORISED SIGNATORY IN THIS REGARD.

Rejection of Applications

Application may be rejected on one or more technical grounds, including but not restricted to:

• Applications not duly signed by the sole/joint applicants. • Amount paid doesn't tally with the amount payable for the Debentures applied for. • Application by persons not competent to contract under the Indian Contract Act, 1872

including minors (without the name of guardian) and insane persons. • PAN not mentioned in the Application Form. • GIR number furnished instead of PAN. • Applications for amounts greater than the maximum permissible amounts prescribed by

applicable regulations. • Applications by persons/entities who have been debarred from accessing the capital

markets by SEBI. • Applications by any persons outside India. • Any application for an amount below the minimum application size i.e. INR l,000,000. • Application for number of Debentures, which are not in multiples of 1 or is less than the

minimum application size i.e. INR 1,000,000. • Applicant's details not provided in Application Form.

Pagel43

Page

• Application under power of attorney or by limited companies, corporate, trust etc., where relevant documents are not submitted.

• Applications accompanied by stock invest/money order/postal order. • In case the subscription amount is paid in cash. • Demat details not provided or is incorrect or inadequate. • Application Forms not accompanied by Acknowledgement Slip in prescribed format for

receipt of Application Money.

For further instructions regarding application for the Debentures, Investors are requested to read the instructions provided in the Application Form.

How to Apply

All eligible Investors should refer the operating guidelines for issuance of debt securities on private placement basis through an electronic book mechanism as available on the website of BSE I NSE. Investors will also have to complete the mandatory know your customer verification process. Investors should refer to the BSE EBP Guidelines I NSE EBP Guidelines in this respect. The application form will be filled in by each Investor and uploaded in accordance with the SEBI regulatory and operational guidelines. Applications for the Bonds must be in the prescribed form (enclosed) and completed in BLOCK LETTERS in English as per the instructions contained therein.

(a) The details of the Issue shall be entered on the BSE Bond - EPB Platform I NSE Bond - EBP Platform by the Issuer at least 2 (two) Business Days prior to the Issue opening date, in accordance with the Operational Guidelines.

(b) The Issue will be open for bidding for the duration of the bidding window that would be communicated through the Issuer's bidding announcement on the BSE Bond EPB - Platform I NSE Bond - EBP Platform, at least 1 (one) Business Day before the start of the Issue opening date.

Some of the key guidelines in terms of the current Operational Guidelines on issuance of securities on private placement

basis through an EBP mechanism, are as follows:

(a) Modification of Bid

Investors may note that modification of bid is allowed during the bidding period I window. However, in the last IO (ten) minutes of the bidding period I window, revision of bid is only allowed for improvement of coupon I yield and upward revision of the bid amount placed by the Investor.

(b) Cancellation of Bid

Investors may note that cancellation of bid is allowed during the bidding period I window. However, in the last 1 O minutes of the bidding period I window, no cancellation of bids is permitted.

(c) Multiple Bids

Bidders are permitted to place multiple bids in an issue.

Applications by Successful Bidders

Original application forms complete in all respects must be submitted to the Corporate Office of Issuer before the last date indicated in the Issue time table or such extended time as decided by the Issuer accompanied by details of remittance of the Application money. This Application will constitute the application required under section 42 of the Companies Act, 2013 and the PAS Rules. Successful bidders should ensure to do the funds pay-in from their same bank account which is updated by them in the BSE Bond - EBP Platform I NSE Bond - EBP Platform while "~RASrli'

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placing the bids. In case of mismatch in the bank account details between BSE Bond - EBP Platform I NSE Bond - EBP Platform and the bank account from which payment is done by the successful bidder, the payment would be returned back. Payment should be made by the deadline specified by the BSE/ NSE. Successful bidders should do the funds pay-in to the following bank accounts of the Indian Clearing Corporation Limited ("!CCL")

("Designated Bank Account"):

ICICI Bank Beneficiary Name: INDIAN CLEARING CORPORATION LTD Account Number: JCCLEB IFSC Code: ICIC0000106 Mode: NEFT/RTGS

YES Bank Beneficiary Name: INDIAN CLEARING CORPORATION LTD Account Number: ICCLEB IFSC Code: YESBOCMSNOC Mode: NEFT/RTGS

HDFC Bank Beneficiary Name: INDIAN CLEARING CORPORATION LTD Account Number: JCCLEB IFSC Code: HDFC0000060 Mode: NEFT/RTGS

Details of Collection Bank Account of the Company

Beneficiary Name: Account Name: Beneficiary Bank Name: Bank Address:

lFSC Code: Account type: Beneficiary Account no.:

RMZ Ecoworld Infrastructure Pvt Ltd RMZ Ecoworld Infrastructure Pvt Ltd- PPP Account Standard Chartered Bank Serenity Ground Floor 112, Koramangala Industrial Area, 5th Block Bangalore 560 095 SCBL0036073 Current Account 45505399572

Eligible Investors may apply through the BSE Bond Platform through electronic book mechanism in line with SEBI circular no. SEBI/HO/DDHS/CJR/P/2018/05 issued by SEBI on January 05, 2018, and the operational guidelines for participation in BSE Bond Platform issued by the BSE on April 24, 2018, as amended from time to time (collectively the "EBM Guidelines"). The settlement procedure in line with the EBM Guidelines shall be as follows:

A. Settlement:

I. Pay-in towards the allotment of Debentures shall be done from the account of the bidder, to

whom allocation is to be made;

2. Provided that for the bids made by the Arranger on behalf of eligible participants, funds pay

in towards allotment of Debentures shall be made from the bank account of such eligible

participants;

3. Pay in shall be done through clearing corporation of BSE, i.e. Indian Clearing Corporation

Limited "ICCL".

B. Settlement Summary:

Pagel45

Timeline Activity for clearing corporation 'ICCL' Activity for Depositories

T- Day Bidding session

T+l Day I. Successful bidders to transfer funds from Depository on the instruction

bank account(s) registered with BSE Bond of Issuer or through its

Platform to the bank account of !CCL to the Registrar to the Issue, will be

extent of funds pay-in obligation on or before crediting the Debentures to

10:30 hours;

2. Issuer to inform BSE Bond Platform about

the final decision of the Issuer to go ahead

with allotment for the issue by 12:00 hours;

3. Issuer to give instruction to Registrar to the

Issue for crediting securities to successful

bidders. Registrar to the Issue to provide

corporate action file along with all requisite

documents to Depositmy by 12:00 hours;

4. Clearing corporation to initiate transfer of

funds to the bank accounts designated by the

Issuer.

the demat account of the

Investors.

The Issuer shall circulate copies of the IM along with the serially numbered Application Form, either in electronic or physical form, to the Applicants and the Application Form will be specifically addressed to such Applicants. In terms of section 42(7) of the Companies Act, 2013, the Issuer shall maintain complete records of the Applicants to whom the IM and the serially numbered Application Form have been dispatched. The Issuer will make the requisite filings with the concerned Registrar of Companies within the stipulated time period as required under section 42 of the Companies Act, 2013.

All applications for the Debenture(s) to be issued in pursuance of this IM must be in the prescribed Application Form and be completed in block letters in English language.

Submission of Documents by Applicants

In addition to the mechanism followed under the EBM Guidelines, the Applicants shall submit the following additional documents along with the Application Form as may be relevant:

• Memorandum and Articles of Association/Documents governing Constitution • Government Notification/Certificate of incorporation • SEBI Registration Ce1tificate, if applicable • Resolution authorizing investment along with operating instructions (for companies) • Power of Attorney (original and certified true copy) • Specimen signatures of authorised persons • Copy of PAN card

l'agel46

Basis of Allotment

The Issuer reserves the right to reject in full or partly any or all the applications received by it from the Investors, without assigning any reason for such rejections.

Date and Time of Receipt of Funds:

Pay-In-Date: December 12, 2018

The Time of Receipt of Funds shall be the time of receipt of Application Money in the Designated Account on the Pay-In-Date for the purpose of subscribing in the Issue.

Notwithstanding the above, the Issuer reserves the right to determine the Basis of Allotment at its sole discretion. For fmiher clarity, please refer to the section titled "How to Apply".

Debentures Allotment/Refunds

Allotment of Debentures shall be made on dematerialised basis as provided in the Application Form. Pending Allotment, all monies received for subscription of the Debentures shall be kept by the Issuer in the Designated Account with a scheduled bank and shall be utilized only for the purposes permitted under the Companies Act, 2013. In case no demat details are provided in the Application Form or such details is incomplete or insufficient, the Issuer reserves the right to hold the Application Money till such details are provided accurately.

The Issuer shall on the Deemed Date of Allotment (where the Application has been accepted), issue a duly stamped physical Debenture Certificate I letter of allotment and promptly, thereafter and in no event later than 2 (two) working days from the Deemed Date of Allotment credit the allotted securities to the respective beneficiary account.

If the Debentures is not allotted within 60 days from the date of receipt of the payments from the Applicants, the Issuer shall repay such monies to the Applicants within 15 days from the date of completion of the aforesaid 60 days. If the Issuer fails to repay the payments within the aforesaid period, it shall be liable to repay that money with interest at the rate of 12% per annum from the expiry of the sixtieth day.

Issue of Debentures in Demat Form

The Issuer shall issue the Debentures in dematerialized form and has made necessary arrangements with National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL) for the same and shall apply for the !SIN code for the Debentures. Investors shall hold the Debentures in demat form and deal with the same as per the provisions of Depositories Act, 1996 and the rules as notified by NSDL/ CDSL, from time to time. Investors should, therefore mention their DP's name, DP-ID Number and Beneficiary Account Number at appropriate place in the Application Form. The Issuer shall credit the Debentures allotted to the respective beneficiary accounts of the Applicants within 2 (two) working days from the Deemed Date of Allotment.

The Debentures shall be allotted by way of a letter of allotment on the Deemed Date of Allotment and promptly, thereafter and in no event later than 2 (two) working days from the Deemed Date of Allotment, the allotted securities shall be credited to the respective beneficiary account.

P a g e I 47

ii :i

Refunds

For applicants whose applications have been rejected or allotted in part, refund orders I letter(s) of regret, as the case may be, will be dispatched within 2 (two) days from the Deemed Date of Allotment by Registered Post/ Speed Post or as per extant postal rules at the sole risk of the applicant. In case the Issuer has received moneys from applicants for Debentures in excess of the aggregate of all the Application Money relating to the Debentures in respect of which allotments have been made, the Issuer shall repay the moneys to the extent of such excess fmthwith. Refunds shall be made by way of NEFT or RTGS or other mean applicable.

Record Date

The record date for payment of the secured obligations will be 15 days prior to each due date, as the case may be.

Payment of Redemption

The Debentures shall be redeemed by the Issuer as per the Issue Details (set forth above)

Procedure for Redemption

Since the Debentures are held in dematerialized form, no action is required on the patt of the Debenture Holder(s) at the time of redemption of the Debenture. The name(s) would be as per the Depositories' records on the Record Date fixed for the purpose of redemption.

All such Debenture will be simultaneously redeemed through appropriate debit corporate action. The Issuer shall compute the redemption amounts to be paid to each of the Debenture Holders. The redemption proceeds shall be directly credited through RTGS or NEFT or by cheque/demand draft as per applicable laws and through the Designated Account-Debenture Payments Once the redemption proceeds have been credited to the account of the Debenture Holder(s), the Issuer's liability to redeem the Debentures on the date of redemption shall stand extinguished and the Issuer will not be liable to pay any interest, income or compensation of any kind from the date ofredemption of the Debenture(s).

Rights of Debenture holders

The Debenture Holders shall have such rights as specified in the A1ticles and the Companies Act.

Modification of Rights

Any change or modification to the terms of the Debentures or this Deed or the Debenture Documents shall require approval of such of Debenture Holders holding in aggregate at least 51 % (fifty one percent) of the Principal Amount of the Debentures issued and outstanding under the Transaction Documents. Upon obtaining such approval, the Debenture Trustee and the Issuer shall give effect to the same by executing necessary deed(s) supplemental to these presents (as necessary).

Mode of Transfer of Debentures

The Debentures and the rights and obligations thereunder shall be freely transferable by the Debenture Holders without prior written consent of the Issuer to any third person in accordance with the procedure for transfer of dematerialized securities under the Depositories Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by the Depositories I depository participant from time to time and other Applicable Laws and rules notified in respect thereof, as amended from time to time. The Debenture Holders shall have the right to novate or assign the rights and/or benefits under the Debenture Documents without the prior written consent of the Issuer. All costs/fees/expenses in relation to such transfer shall be borne by the Debenture Holders.

In the event of the dissolution, bankruptcy, insolvency, winding up or analogous event of any of the Debenture Holders, the Debentures held by such Debenture Holder shall be transmittable to the legal representative(s), successor(s) or the liquidator, as the case may be, in accordance with the Applicable Laws. /·' ,--:R:cA:cs:-~~o

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The prov1s10ns relating to transfer and other related matters in respect of debentures of the Issuer contained in the Articles of the Issuer and the Companies Act shall apply, mutatis mutandis (to the extent applicable to Debentures) to the Debentures as well.

The transferee(s) should ensure that the transfer formalities are completed prior to the record date. In the absence of the same, redemption premium will be paid/redemption will be made to the person, whose name appears in the Register of Debenture Holders/records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Issuer. Transfer cannot be made to the persons who are prohibited from holding debentures by applicable law.

Notices

All notices to the Debenture Holder(s) required to be given by the Issuer shall be given by facsimile, by email or by personal delivery or by sending the same by prepaid registered mail and shall be effective (a) if sent by fax, when sent (on receipt of a confirmation to the correct fax number) or if sent by email, when sent; (b) if sent by hand delivery, when delivered; (c) if sent by courier, 3 (three) Business Days after deposit with a courier and ( d) if sent by a registered letter, when the registered letter would, in the ordinary course of post be delivered, whether actually delivered or not.

A copy of all notices issued by the Issuer and addressed to the Debenture Trustee, shall simultaneously be sent to each of the Debenture Holders by the Issuer.

Depository arrangement

The Issuer has entered into depository arrangements with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for issue and holding of the Debenture(s) in dematerialized/ electronic form.

As per the provisions of Depositories Act, I 996, the Debentures issued by the Issuer can be held in a dematerialized/ electronic form, i.e., not in the form of physical certificate but be fungible and be represented by the statement issued through electronic mode. In this context:

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Page

Agreements have been signed by the Issuer with NSDL/CDSL for offering a depository option to the Investors.

The Applicant(s) must have at least one beneficiary account with any of the DP ofNSDL/CDSL prior to making the application.

The Applicant(s) must necessarily fill in the details (including the beneficiary account number and Depository Participant's ID) appearing in the Application Form.

Debenture(s) allotted to the Applicant(s) will be credited directly to the Applicant's Beneficiary Account with his/their DP within 2 working days from the Deemed Date of Allotment.

Names in the Application Form should be identical to those appearing in the Beneficiary Account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository.

If incomplete/ incorrect details are given under the heading 'Applicant's depository details' in the Application Form, it is liable to be rejected.

The address, nomination details, bank account details and other details of the applicant as registered with his DP shall be used for all correspondence with the Applicant(s). The Applicant(s) are therefore responsible for the correctness of his demographic details given in Application Form vis-a-vis those with his/their DP. In case information is incorrect or insufficient, the Issuer would not be liable for losses, if any.

Redemption amount with respect to the Debentures held in dematerialized/electronic form would be paid to those Debenture Holders whose names appear on the list of beneficial owners provided by NSDL/ CDSL to the Issuer as on Record Date. In case of those Debenture(s) for which the beneficial owner is not identified by the Depository as on the Record Date, the Issuer would ke~p:~;:iRA&;;,

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in abeyance the payment of redemption premium/ redemption amount, till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer, whereupon the interest or benefits will be paid to the beneficiaries, as identified.

Effect of Holidays

(a) If any Redemption Date, Put Option Redemption Date, Call Option Redemption Date, early redemption date and/ or any other date on which the Debentures are to be redeemed falls on a day which is not a Business Day, all payments to be made on such date (including accrued Redemption Premium) shall be made on the immediately preceding Business Day.

(b) If the due date in respect of any other monies payable in respect of the Debentures (save and except as provided in sub-paragraph (a) above) falls on a day which is not a Business Day, the immediately succeeding Business Day in the same month (or the immediately preceding Business Day in the event there is no succeeding Business Day in the same month) shall be the due date for such payment.

Day Count Convention

Redemption Premium and all other charges, including default interest and additional interest, if any, shall accrue based on an actual/actual day count convention.

Obligations oflnvestors

Notwithstanding anything contained hereinabove, every potential investor/investor of the Debentures must read, understand and accept, and shall be deemed to have read, understood and accepted, the terms and conditions of this IM prior to investing in the Debentures.

Debenture Redemption Reserve (DRR)

Adequate Debenture Redemption Reserve shall be created by the Issuer as per the applicable statutory provisions.

Page ISO

ISSUE DETAILS/TERM SHEET

NO. ITEM PARTICULARS I. Issuer RMZ Ecoworld Infrastructure Private Limited 2. Instrument/

Facility Face Secured, Rated, Listed, Redeemable Non-Convertible, Debentures of

Value face value of Rs. 10,00,000/- (Rupees Ten Lacs only) each.

3. Cash/consideration Cash

other than cash 4. Whether issued at

No Premium 5. Whether issued at

No discount

6. Issue Size

Rs. !3,75,00,00,000/- (Rupees One Thousand Three Hundred and Seven.!Y_Five Crores Only)

7. Mode of On private placement basis to all eligible investors

Placement 8. Interest Reset Date means:

(a) the date falling on 28'" February 2019; and (b) the dates falling at the end of every 3 (three) calendar months

thereafter or such other period as may be mutually agreed in writing between the Secured Parties and the Com.Jl!lt:li'..i

9. Coupon /Interest Interest Rate at rate of 9% per annum ("Initial Interest Rate") shall be Rate payable from Deemed Date of Allotment till the next Interest Reset Date.

The Coupon Rate thereafter shall be determined on each Interest Reset Date as the sum of the Lending Rate prevailing on the Interest Reset Date and Spread. Debenture Trustee shall notify the revised Interest Rate to the Company as per the Interest Reset Process.

The Interest Rate shall be revised on every Interest Reset Date.

10. Lending Rate Shall mean 3 months Standard Chartered Bank (SCB) Marginal Cost of Funds based Lending Rate (MCLR)

l l. Spread Shall mean the difference between the Initial Interest Rate and the Lending Rate which was prevailing on the Deemed Date of Allotment.

12. Coupon type Floating

13. Tenor/ Maturity 4 years 11 months and 19 days from the Deemed Date of Allotment Period

14. Redemption Amount The Debentures will be redeemed in full at par on the Maturity Date

I' a g e I 51

15. Security

16. Issue Timing

17.

1. Issue opening date

2. Issue closing date

3. Pay-indate 4. Deemed Date

of Allotment

Conditions Precedent to the subscription of Debentures

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Security shall be created within 30 days from the Deemed Date of Allotment by the following:

• First charge over the Project including the land, buildings, any other moveable and immoveable assets of the Project giving a minimum Security Cover of l .55x;

• First charge over Project Collections/ receivables. All Project Collections I receivables to be deposited in designated collection account maintained with the Account Bank.

• First charge over all the bank accounts in relation to the Project. It is clarified that all accounts for the Project are to be maintained with the Account Bank only

• First charge over !SRA Account (to be funded with 3 months interest at any point in time). !SRA can be in the form of a fixed deposit with lien in favour of the Debenture Trustee

• Endorsement of insurance in favour of the Debenture Trustee

December 11, 2018

December 11, 2018

December 12, 2018

December 12, 2018

The Obligors shall fulfil each of the following conditions precedent (subject to any waiver by the Debenture Trustee), including providing the documents referred to hereinbelow, in the form and substance satisfactory to the Investor I Debentures Trustee:

1. Receipt of Certified copy of latest memorandum and articles of association of the Company and the Parent;

2. Receipt of Certified copy of the audited financial statements of the Company and Parent for the last financial year and unaudited provisional financial statements for the current year, if applicable;

3. Receipt of certified true copy of the following resolutions passed by the Company:

i.

ii.

iii.

Resolution passed by the Board of the Company under the provisions of Section 179 (3)(c) and 179(3)(d) of the Companies Act, 2013, read with Section 71 of the Companies Act, 2013, and other applicable provisions, for the issue of Debentures in demat form;

Resolution passed by the Board of the Company under the provisions of Section 179 (3)(f) of the Companies Act, 2013, and other applicable provisions, for the creation of relevant Security in relation to the issue of Debentures;

Special resolution passed by the shareholders of the Company under the provisions of Section 42 and other applicable provisions, for issue of Debentures, on a private placement basis in the manner envisaged under the Transaction Documents

Page j53

4. Receipt of certified true copy of the resolution passed by the Board of the Parent under the provisions the Companies Act, 2013, and other applicable provisions, for the executing Cash Shortfall Undertaking in relation to the issue of Debentures;

5. Receipt of the following certificates/undertakings to the Trustee's satisfaction:

a) Certificate(s) from the independent chartered accountant of the Issuer and Parent confirming the following:

I. Non-applicability of Section 180 of the Companies Act, 2013, in relation to the borrowing by the Company by way of issuance of Debentures; and

II. Non-applicability of Section 281 of the Income Tax Act, 196 l for the purpose of securing the Debentures by way of creation of mortgage over the Mortgaged Properties;

b) Undertaking-cum-Indemnity of the Company under Section 281 of the Income Tax Act, 1961 in the form and manner satisfactmy to the Trustee;

c) The Company has confirmed that no adverse claim has been made against any of the Company in respect of the Mortgaged Properties or any of it or any part thereof and the same is not affected by any notice of acquisition or requisition, and that no proceedings are pending or initiated against the Company under the Income Tax Act, 1961, or under any other law in force in India for the time being and that no notice has been received or served on the Company under the Income Tax Act, 1961 and/or under any other law or issued or initiated against the Mottgaged Properties or any patt thereto (except in case of A Y 2010-11 where Company has received demand notice under section 143(3) of the Income tax Act, 1961 dated 21.03.2013 for Rs. 15,09,710/against which the Company appealed to Commissioner Income Tax (Appeals) and further with the Income Tax Appellate Tribunal and has won a favourable order at both the appellate level). However, as and by way of abundant caution, the Company shall make an application to the concerned income tax authorities to seek their consent/no-objection under Section 281 of the Income Tax Act, 1961, for creation of the mortgage in favour of the Trustee, for the benefit of the Debenture Holders, to secure the Debentures and receive an acknowledgement in relation to such application. The Company shall provide an acknowledged copy of such application made to the Income Tax department;

d) Certificate from an independent practicing chartered accountant that the assets of the Company which form part of the security have a value which is sufficient to meet payment of all redemption amount of Debentures and all amounts due under the transaction documents;

e) Such other undertakings/confirmations as may be required by the Trustee.

f) Obligors to provide a certified true copy of the occupancy ce1tificate in relation to the Mortgaged Properties;

6. All the Transaction Documents, excluding documents evidencing mortgage ofM01tgaged Properties, shall have been executed toEth~;;\:RAH,1,,

70' - /(\ Ii;._'! ~ ~- BENGALURU) ~

~,_,,. " ,,, ::j ....... ~,.... ,,\

''li*·Q\-

Pagel54

satisfaction of the Trustee;

7. Certified copy of 'Credit Rating Certificate' obtained before issuing the NCDs from ICRA rating the Debentures as "A+";

8. All required no-objection certificates having been received in relation to the borrowing by the Company by way of issuance of Debentures and creation of Security, to the satisfaction of the Trustee including a no-objection certificate from IDBI Trusteeship Services Limited acting as debenture trustee in relation to the debentures issued in terms of the debenture trust deed dated April 26, 2018;

9. Due Diligence in relation to the Know Your Customer (KYC) requirements of the Company to the satisfaction of the Debenture Trustee;

10. Receipt of title due diligence and clear title search rep01i in relation to Mortgaged Properties, to the satisfaction of the Debenture Trustee;

11. Receipt of Certificate from a director, in the form and manner satisfactory to the Trustee, of the Company cetiifying/confirming:

i. All representations and warranties being true on and as of the date of this document and the Deemed Date of Allotment, before and after giving effect to the Issue, and to the application of the proceeds there from, as though made on and as of such date;

ii. No default in any material contracts and absence of any litigations against the Company and the Parent as of the Deemed Date of Allotment and after giving effect to the Issue which have a Material Adverse Effect on the Mortgaged Prope1iies;

iii. No investigation proceeding shall be pending against the Company and Parent and to the best of the knowledge of the Company and the Parent, be threatened against the Company or the Parent, which would have an adverse effect on any of the Mortgaged Properties, Security or rights of the Debenture Holders;

iv. no event leading to an Event of Default or potential Event of Default has occurred or threatened or may lead to a Material Adverse Effect;

12. There shall have been no change in the issued, paid up and subscribed share capital of the Company from the date of this document till the Deemed Date of Allotment without the prior written consent of the Debenture Trustee;

13. Other than as stated in the Deed, there shall have been no other indebtedness against the Mortgaged Properties other than as specified in the Deed;

14. There shall be no lender, whether senior or subordinate who may have any existing or future claim over the Mo1igaged Properties, other than the lenders, details of which are mentioned in the DTD;

15. Du.!l accepted letter of offer and consent for appointment of

18. Conditions subsequent to subscription of Debentures

Pngel55

Debenture Trustee to act as trustee in relation to the Debentures;

16. Receipt of valuation reports from two empaneled valuer in relation to the Mortgaged Properties to the satisfaction of the Debenture Trustee;

17. Receipt of the certified true copy of the lease agreements executed by the Company in relation to the Mortgaged Properties;

18. Company shall have executed lease agreements to be signed for I 00% of the total leasable area of the Mortgaged Properties and receipt of a certificate from a chartered accountant in practice confirming the same;

19. Receipt of a certificate from an independent reputed Architect/ Consultant I Valuer I !PC, acceptable to the Trustee and to the satisfaction of the Debenture Trustee, that the Mortgaged Properties have obtained all necessary approvals/ clearances/ NOC as required;

20. The Company and the Parent shall have delivered a notice stating the completion of conditions precedent ("CP Satisfaction Notice") mentioned herein to the Debenture Trustee in the form and manner satisfactory to the Debenture Trustee. The Company and the Parent shall, along with the CP Satisfaction Notice enclose all the necessary documents evidencing fulfillment of each of the conditions precedent required to be performed or observed by the Company and the Parent on or prior to the Deemed Date of Allotment;

21. Receipt of consent of the IDBI Trusteeship Services Limited, acting as the debenture trustee in relation to the debentures issued in terms of the debenture trust deed dated April 26, 2018 for issuance of Debentures and creation of Security;

22. In-principle approval from the Stock Exchange; and

23. Furnish a certificate from its statutory auditors stating that the borrowal account of the Company is classified as a 'Standard Asset' by the financing bank/institution within 30 days from the Deemed Date of Allotment.

The Obligors shall ensure the compliance of the following:

I. Filing of the relevant forms with the concerned registrar of companies within 30 days from Deemed Date of Allotment in relation to issuance of Debentures;

2. Creation of Security in the form satisfactory to the Trustee and perfection of security by getting the relevant documents registered with the concerned sub-registrar of assurances and filing of relevant forms in relation to the creation of Security with the concerned registrar of companies within 30 days from the Deemed Date of Allotment;

3. Over and above the !SRA of 3 months, Issuer to maintain an additional amount of Rs. 250 million in !SRA within 3 days from Deemed Date of Allotment. This additional amount will be

19. Events of Default

Page 156

released on achieving ISCR of l .3x on first semi-annual testing;

4. The Company shall have notified all the lessees of the Mortgaged Properties to transmit the lease proceeds to the Project Account within 30 days from the Deemed Date of Allotment;

5. The Company shall provide an end-use certificate to the Trustee in relation to the utilization of proceeds of the Debentures in accordance with the Objects within 30 days from the Deemed Date of Allotment;

6. The Company shall obtain a no-dues certificate, in the form and manner satisfactory to the Trustee, from IDBI Trusteeship Services Limited acting as debenture trustee in relation to the debentures issued in terms of the debenture trust deed dated April 26, 2018 within 30 days from the Deemed Date of Allotment;

7. The Company shall obtain the approval of the income tax authorities for creation of charge on Mortgaged Properties in terms of the provisions of section 281 of the Income Tax Act, 1961 within 45 days from Deemed Date of Allotment;

8. Listing of Debentures within 15 days from Deemed Date of Allotment;

9. Any other conditions stipulated in the Transaction Documents; and

I 0. Confirmation to be obtained from Auditor of the issuer that the loan asset is classified as a standard asset.

Following are the Events of Defaults:

a) Default is committed in payment of the Redemption Amount or Amounts Due as per the terms of this Deed subject to a cure period of 2 Business Days ("Cure Period") for payment default due to technical reasons;

b) Any failure of the Company to create and perfect the Security Interest in respect of any of the Security provided to the Debenture Trustee for the Debentures within 30 (thirty) days from the Deemed Date of Allotment or any other extended period as may be allowed by the Debenture Trustee from the Deemed Date of Allotment;

c) The Company fails to comply with Applicable Law in relation to the Debentures;

d) Default or breach is committed with respect to any security (as defined under Securities Contracts (Regulation) Act, 1956) issued by the Company of whatsoever nature and by whatever name called;

e) the Security created herein is, either whole or in part, in the opinion of the Debenture Trustee, in jeopardy;

..,,, ~ £.W\.P...STJ.,,1( a. Default or breach is committed in the ~erformanco/<;»; :.--. 1c-_,.

r:J7 <1> a: u rn 0 BENOALUR '1

5' " ~ 0 ,"'/ ~---'----' L~ '"<-t v-$> A,

<,.,1;-1<·0" -

Pagcl57

observance of any covenant, condition undertaking, warranty, obligation or provision contained in these presents and/or any other Transaction Document, which in the opinion of the Debenture Trustee (acting on the instructions of the Majority Debenture Holders) is detrimental to the interests of the Debenture Trustee/ Debenture Holders; or

b. any information given by the Company in the Offer Letter for subscription of Debentures is found to be misleading or incorrect in any material respect or any representation or warranty contained in any Transaction Documents is found to be incorrect, misleading or untrue such that it is detrimental to the interest of the Debenture Holders;

t) If the Company is unable to pay its debts or that proceedings for taking the Company into bankruptcy, liquidation either voluntarily or compulsorily, may be or have been commenced in respect thereof;

g) If a default is committed by the Company or Parent in respect of any Financial Indebtedness of the Company or the Parent or any of the subsidiaries of the Company, as the case may be, i.e., the amounts due under any of the Financial Indebtedness of the Company or the Parent or the subsidiaries of the Company, as the case may be, is not paid when due;

h) If, without the prior written approval of the Debenture Trustee, the Security or any part thereof is sold, disposed of, charged, Encumbered or alienated or any of the buildings or structures, and machinery situated on the Charged Assets is removed, pulled down or demolished except for normal maintenance/replacement or an attempt is made by the Company to do any of the aforesaid;

i) The Company has taken or suffered any action to be taken for its insolvency, bankruptcy, reorganisation, suspension, liquidation or dissolution;

j) Any step is taken by governmental authority or agency or any other competent authority, with a view to the seizure, compulsory acquisition, expropriation or nationalization of all or (in the opinion of the Debenture Trustee) a material part of the assets of the Company including Charged Assets;

k) If extraordinary circumstances have occurred which make it improbable for the Company to fulfil its obligations under this Deed or other Transaction Documents;

I) If it is certified by an accountant I firm of accountants I advocates appointed by the Debenture Trustee, that the assets provided as Security are insufficient to discharge the outstanding liabilities in respect of the Debentures;

m) If receiver or a liquidator has been appointed or allowed to be appointed in respect of all or any part of the undertaking of the Company or revenues of the Company or in respect of the Security;

n) If a petition for winding ~ dissolution/bankr~tcy of the A

Pagc!58

Company shall have been admitted or if an order of a Court or tribunal of competent jurisdiction is made for the winding up of Company otherwise than in pursuance of a scheme of amalgamation or reconstruction previously approved in writing by the Debenture Trustee and such petition is not dismissed or stayed within a period of 7 (seven) days of such petition being admitted or if a resolution is passed by the members of the Company for winding up;

o) If an attachment or distraint, execution or other legal process is levied, enforced or sued out on or against any material part of the Charged Assets or part thereof and/ or certificate proceedings are taken or commenced for recovery of any dues from the Company;

p) The Company utilizes the Subscription Amount for purposes other than the Purpose;

q) The Company ceases or threatens to cease to carry on its business or gives notice of its intention to do so or if it becomes unlawful for the Company to carry on its business or perform its obligations under the Transaction Documents or if any of the Transaction Documents or part thereof ceases to be valid, for any reason, whatsoever;

r) If a moratorium is declared in respect of any indebtedness of the Company, and /or the Parent;

s) If, the Company consents to the entry of an order for relief in an involuntary proceeding under any such Jaw;

t) If the Company is carrying on business at a Joss and it appears to the Debenture Trustee that continuation of its business will endanger the Security hereby created or if the Company stops, suspends or threatens to stop payment of all or any of its debts, or repudiates any Transaction Document or threatens to do so or proposes or makes an agreement for the deferral, rescheduling or other readjustment of all or any of its debts or the Company has admitted in writing its inability to pay the outstanding sums relating to the Redemption Amount and Amounts Due or any of the existing debts of the Company under any agreement, contract, declaration, guarantee, etc. or proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts; or

u) If in the opinion of the Debenture Trustee, the Security or the interest of the Debenture Holders may be adversely affected or any event has occurred which constitutes a Material Adverse Effect; or

v) If the Company fails to comply with any financial covenants I security covenants I ownership as mentioned in the Deed or other Transaction Docu1nents;

w) If the Company fails to meet any Conditions Subsequent and I or any information covenant, within stipulated timelines;

x) In the event, there is a downgrade in the rating to 'BBB' or below by any of the rating agencies from present rating of' A+';

20. Cross Default

y) In the event, there is a fall or any change in direct I indirect shareholding or voting rights of the Company or the Parent;

z) Promoter group dilutes in any manner or ceases to hold management control over the Company or Parent

aa) Parent dilutes or ceases to hold 100% of the shareholding of the Company, without Debenture Trustee's written approval;

bb) In the event, there is any adverse revision/ restatement of the Company's financial statements (except as already announced);

cc) In the event, the Company fails to comply with Government regulations;

dd) In the event, a default is committed by the Company, on any of their financial indebtedness;

ee) In the event, the operating licenses and regulatory and other authorizations and approvals of the Company are revoked, terminated or suspended;

ff) If the Company, Parent or any of their respective Subsidiaries, entities forming part of Promoter group or their affiliated entities commits any default towards discharge of any of their respective financial indebtedness;

gg) Any event or series of events occurs which, in the opinion of the Debenture Trustee/ Debenture Holders, might have a Material Adverse Effect;

hh) In case the Debentures are not listed on the WDM of BSE within 15 Days from the Deemed Date of Allotment; or

ii) In case the Debentures are delisted from the BSE;

Default by the Issuer or its holding company or any of its Subsidiaries on any of their financial indebtedness shall also constitute a default under the Debentures (more elaborately detailed in the OTO).

21. Consequences of The consequences of default will, include but not be limited to the an following: Event of Default • Acceleration of all Outstanding Amounts and enforcement of Security; and default interest • Subject to Applicable Law, to transfer in favour of Debenture Trustee rate or any other person any or all of the assets of the Issuer comprised

within the Security, whether by way oflease, leave and license, sale or otherwise. Any surplus from the transfer of assets after satisfaction of the Outstanding Amounts shall be paid to the respective Obligors;

• Enforce its rights under the Transaction Documents; • Appropriate any amount in the Accounts and utilize it for

payment/repayment of any amount outstanding under the Issue; • Charge default interest ("Default Interest"). It is clarified that the

Default Interest shall be charged from the date of occurrence of an Event of Default whether or not it has been declared as such, till such date the default subsists

22.

23.

24.

25.

Dematerialization of NCDs Name of the D".E?S i t0.1)'_ Business Day Convention

Role and Responsibilities of the Debenture Trustee

26. Governing Law and Jurisdiction

27. Rating Covenants

28. Eligible Investors

Pagel60

The Debentures will be credited within 2 (two) Business Days from the Date of Allotment. NSDL/CDSL

Business Day shall be a day on which commercial banks are open for business in the city of Bangalore and Mumbai. Should any of dates defined above or elsewhere excepting the Date of Allotment, fall on a Sunday or a Public Holiday in Bangalore, • in case of Interest, payment shall be done on the immediately

following Business Day with Interest up to the scheduled date of payment (or the immediately preceding Business Day in the event there is no succeeding Business Day in the same month). The interest payment for the succeeding period shall remain unchanged.

• in case of Principal Amount (including coupon payment), repayment shall be done on the immediate preceding Business Day with Interest up to the day preceding the actual date of payment. The interest payment for the succeeding period shall change accorditfil

The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust reposed in the Trustees by the Debenture Holder(s) and shall further conduct itself, and comply with the provisions of all Applicable Law, provided that, the provisions of Section 20 of the Indian Trusts Act, I 882, shall not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trustee Agreement, Debenture Trust Deed, Information Memorandum and all other related Transaction Documents, with due care, diligence and loyalty.

The Trustees shall be vested with the requisite powers for protecting the interest of Debenture Holder(s). The Trustees shall ensure disclosure of all material events on an ongoing basis. The Issuer shall, till the Final Discharge Date, submit its latest audited/ limited review half yearly consolidated (wherever available) and standalone financial information such as statement of profit & loss, balance sheet and cash flow statement and auditor qualifications, if any, to the Trustee within the timelines as mentioned in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

Transaction Documents including this Information Memorandum shall be governed by and construed in accordance with Indian law and the courts and tribunals at Bengaluru shall have non -exclusive jurisdiction.

The Debentures shall be rated "A+" and the rating shall not downgrade to "BBB" or below at any_time thro~hout the Tenor of the Debenture.

I. Scheduled commercial banks; 2. Financial institutions; 3. Insurance companies; 4. Primary/ state/ district/ central co-operative banks (subject to

permission from RBI); 5. Regional rural banks; 6. Mutual funds; 7. Provident, gratuity, superamrnation and pension funds; 8. Companies, bodies corporate authorised to invest in Debentures; 9. Trusts.

Any other eligible investors registered under the applicable India and which are duly authorized to invest in Debentures.

laws in · ~-rA"s-rq~v

29. Listing Application for listing shall be made within 2 Business Days from the Deemed Date of Allotment. Proposed to be listed on the WDM of the BSE within 15 days from the Deemed Date of Allotment.

In case of delay in listing of the NCDs beyond 15 days from the Deemed Date of Allotment, the Issuer will pay a penal interest of at least I% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of such NCDs to the investor.

30. Objects of the Issue As mentioned in the definition of "Object(s) ''.

31. Coupon payment Payable monthly from the Deemed Date of Allotment and at the end of frequency Tenor along with all the Outstanding Amount. The coupon payment will

take place on the last day of the month.

32. Coupon Payment Shall be on the last working day of each calendar month starting from Dates December 31, 2018 and thereafter payable monthly in accordance with

the Interest Payment Schedule.

33. Day count basis Actual/ Actual Convention

34. Interest on the If applicable, shall be paid to the Investor at the applicable Coupon Rate application money from the date of realization of subscription money up to one day prior to

the Deemed Date of Allotment. Such interest is payable within seven Business D~ from the Deemed Date of Allotment

35. Call option The Company shall have the call option to redeem the Debentures by paying in full the Amounts Due and Redemption Amount at the end of first year from the Deemed Date of Allotment and after every one year thereafter. The Company shall be required to give a call option notice to Debenture Trustee at least 15 Business Days prior to the date of exercise of call option.

36. Issuance mode of the Dematerialized Debentures

37. Trading mode of the Dematerialized only Debentures

38. Market lot 13, 750 Debentures

39. Record Date 15 days prior to a Redemption Date

40. Subscription Minimum of I 0 Debentures & in multiples of I Debenture thereafter of INR I 0,00,000/- each. Qg!ion to retain over subscrjQ)ion - Nil

41. Settlement In demat mode 42. Settlement ~le T+I 43. Settlement Process Manner of Close Book Bidding

Bidding

Mode of lJniform 'Yield Allotment

Mode of By !CCL in the bank Settlement account of the Issuer for fi.mding

44. Minimu1n Minimum of I 0 (ten) Debentures and multiples of one Debenture Subscription and thereafter. multi]Jles thereof

P a g c 161

45. Default Interest i. Security Creation (where applicable): In case of delay in execution of Debenture Trust Deed and Security related documents, the Issuer will refund the subscription with agreed rate of interest or will pay penal interest of 2% p.a. over the Coupon Rate till these conditions are complied with at the option of the Debenture Holders.

ii. Default in Payment: In case of default in payment of Interest and/or Principal Amount on the due dates, additional interest of 2% p.a. over the Coupon Rate and will be payable by the Issuer for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and up to but excluding the date on which such amount is actually paid.

iii. Non compliance of Terms: In case of non-compliance with any of the other terms of the Transaction Documents, the Issuer will pay penal interest of 1 % p.a. over the Coupon Rate from the date of such non-compliance, till the time of compliance with all such terms, the Issuer will pay penal interest of 2% p.a. over the Coupon Rate from the date of such non-compliance.

iv. Credit of debentures: In case of non-credit of Debentures to the demat accounts of the Debenture Holders within the time

_Eescribed under this Information Memorandum at the rate of2%. 46. Issue_Eice Issued aJ_£_ar 47. Redemption

Schedule li~~~tJ;•••>··l•}.J'••'( ·.···· '" , r~~~l I( . ''"'"'' ~ 'iv;,~i x • m < ~ ":.:...'"' "'2 '·'

I 3 l-Dec-18 9,625,000

2 31-Jan-19 9,625,000

3 28-Feb-19 16,500,000

4 31-Mar-19 16,500,000

5 30-Apr-19 17,875,000

6 3 l-May-19 17,875,000

7 30-Jun-19 20,625,000

8 31-Jul-19 20,625,000

9 31-Aug-19 22,000,000

10 30-Sep-19 22,000,000

11 31-0ct-19 24,750,000

12 30-Nov-19 25,437,500

13 3 l-Dec-19 26,125,000

14 31-Jan-20 28,875,000

15 29-Feb-20 31,625,000

16 3 l-Mar-20 31,625,000

17 30-Apr-20 31,625,000

Pagel62

18 31-May-20 31,625,000

19 30-Jun-20 33,000,000

20 31-Jul-20 34,375,000

21 31-Aug-20 35,750,000

22 30-Sep-20 37,125,000

23 3 l-Oct-20 39,187,500

24 30-Nov-20 39,187,500

25 31-Dec-20 39,187,500

26 3 l-Jan-21 39,187,500

27 28-Feb-21 39,875,000

28 31-Mar-21 39,875,000

29 30-Apr-21 41,250,000

30 31-May-21 42,625,000

31 30-Jun-21 42,625,000

32 3 l-Jul-21 44,000,000

33 3 l-Aug-21 44,000,000

34 30-Sep-21 44,000,000

35 31-0ct-21 44,000,000

36 30-Nov-21 45,375,000

37 31-Dec-21 45,375,000

38 3 l-Jan-22 45,375,000

39 28-Feb-22 45,375,000

40 31-Mar-22 46,750,000

41 30-Apr-22 46,750,000

42 31-May-22 46,750,000

43 30-Jun-22 46,750,000

44 31-Jul-22 46,750,000

45 31-Aug-22 46,750,000

46 30-Sep-22 48,125,000

47 31-0ct-22 50,875,000

48 30-Nov-22 50,875,000

€' Pugel63 t ~ ~·~ 1)~

" ,..,

"* "

49 3 l-Dec-22 52,250,000

50 31-Jan-23 57,750,000

51 28-Feb-23 57,750,000

52 31-Mar-23 57,750,000

53 30-Apr-23 57,750,000

54 31-May-23 59, 125,000

55 30-Jun-23 60,500,000

56 3 l-Jul-23 61,875,000

57 3 l-Aug-23 63,250,000

58 30-Sep-23 66,000,000

59 3 l-Oct-23 67,375,000

60 30-Nov-23 67,375,000

60 30-Nov-23 11,325,187,500

48. Interest Payment Schedule (assuming Interest Rate remains same as Initial Interest Rate I 31-Dec-18 64,417,808 throughout the tenor of the NCDs) 2 31-Jan-19 105,029,168

3 28-Feb-19 94,798,603

4 31-Mar-19 104,829,473

5 30-Apr-19 101,325,822

6 31-May-19 104,566,716

7 30-Jun-19 101,061,370

8 31-Jul-19 104,272,428

9 31-Aug-19 104,114,774

10 30-Sep-19 100,593,493

II 31-0ct-19 103,778,445

12 30-Nov-19 100,247,671

13 31-Dec-19 103,394,820

14 31-Jan-20 103,195,125

P a g e I 64

15 29-Feb-20 96,330,899

16 31-Mar-20 102,732,673

17 30-Apr-20 99,184,777

18 31-May-20 102,249,200

19 30-Jun-20 98,716,901

20 31-Jul-20 101,755,217

21 31-Aug-20 101,492,461

22 30-Sep-20 97,954,058

23 31-0ct-20 100,935,416

24 30-Nov-20 97,389,555

25 31-Dec-20 100,336,330

26 31-Jan-21 100,036,788

27 28-Feb-21 90,085,253

28 31-Mar-21 99,432,447

29 30-Apr-21 95,929,983

30 31-May-21 98,812,341

31 30-Jun-21 95,309,538

32 31-Jul-21 98,160,704

33 31-Aug-21 97,824,375

34 30-Sep-21 94,343,271

35 31-0ct-21 97,151,717

36 30-Nov-21 93,692,312

37 31-Dec-21 96,468,550

38 31-Jan-22 96,121,711

39 28-Feb-22 86,506,336

40 31-Mar-22 95,428,033

41 30-Apr-22 92,003,887

42 3 l-May-22 94,713,334

43 30-Jun-22 91,312,243

44 31-Jul-22 93,998,635

45 31-Aug-22 93,641,286

Pagcl65

46 30-Sep-22 90,274,777

47 3 l-Oct-22 92,916,077

48 30-Nov-22 89,542,449

49 31-Dec-22 92, 138,317

50 31-Jan-23 91,738,926

51 28-Feb-23 82,462,253

52 31-Mar-23 90,856,063

53 30-Apr-23 87,498,031

54 31-May-23 89,973,200

55 30-Jun-23 86,633,476

56 31-Jul-23 89,058,807

57 31-Aug-23 88,585,844

58 30-Sep-23 85,260,360

59 31-0ct-23 87,597,878

60 30-Nov-23 84,273,750

60 30-Nov-23 -

49. Interest on Interest on application money at the applicable Coupon Rate (To be paid Application Money to investors at Coupon Rate from the date of realization of subscription

money upto one day prior to the Deemed Date of Allotment. Such interest is payable within seven Business Days from the Deemed Date of Allotment.

50. Ownership covenants There shall be no change in the shareholding of the Company except without the prior consent of Debenture Trustee.

51. Other covenants I. All cash flows from the Project should be deposited into Project Account. Such cash flows to be utilised towards interest and debt servicing and any balance surplus shall not be released from the Project Account till the Final Discharge Date without the prior approval of the Debenture Holder. The detailed waterfall mechanism in relation to utilisation of such monies shall be specified in the 'Account Bank Agreement' to be executed in relation to operation of Accounts.

2. The Issuer to undertake not to pledge or charge in any manner any assets (under the Project) and to ensure that its assets (including receivables from Project) are free of encumbrances, except in favour of the Debenture Trustee for the purposes of the outstanding Debentures.

3. The Company shall not undertake any additional indebtedness on the Project without prior written consent of the Debenture Trustee.

4. St~in rl.g!1ts in the PrCJ.i!'ct(s) to be provided to the Debenture

Pagel66

P age 167

Holders on occurrence of an Event of Default. 5. The Company shall provide a valuation report on an annual

basis and at such other times as the Trustee/Debenture Holders may require, in relation to the Project from a valuer acceptable to the Trustee.

6. All the expenses pertaining to legal, documentation, valuation, insurance, etc. as mutually agreed between the Issuer and the Debenture Trustee to be borne by the Issuer.

7. The Issuer shall mandatorily prepay the Outstanding Amount of Debentures upon happening of any of the following events:

a) If it becomes unlawful in any applicable jurisdiction for the Debenture Trustee/Debenture Holders to perform any of their obligations as contemplated by this Transaction Documents.

b) If there is any change in the shareholding of the Borrower and/or Parent.

c) If there is any change in control of the Borrower and/or Parent.

d) If there any sale/disposal (part or full) of the Mortgaged Properties.

e) If the Mortgaged Properties or any patt thereof is/are listed in /as Real Estate Investment Trust.

f) If any event/series of events occurs or circumstances arise (including change in the business or financial condition of any Obligor or its Affiliates or any member of their group) which in the opinion of the Debenture Trustee/Debenture Holders has or would have a Material Adverse Effect

8. ISCR to be maintained at minimum of J.25x throughout the tenor of the debentures.

9. 100% of the units of the Projects that can be leased to be leased during the Tenor of the Debentures.

I 0. Minimum DSCR of I. Ix to be maintained for the tenor of the facility.

11. The Issuer shall not borrow or indemnify any amounts exceeding Rs. 250 Billion (Indian Rupees two Hundred and fifty billion only) without the prior written consent of the Debenture Trustee.

12. The Parent shall not borrow or indemnify any amounts exceeding Rs. 250 Billion (Indian Rupees two Hundred and fifty billion only) without the prior written consent of the Debenture Trustee.

13. The Issuer shall not enter into any discussion or scheme of arrangement for merger, amalgamation, acquisition, joint ventures etc either by itself or through Parent without the prior written consent of the Debenture Trustee.

14. The Parent shall hold 100% shareholding and voting rights in the Issuer.

15. Such other covenants as may be prescribed under the Transaction Documents.

16. Mandatory prepayment including but not limited to listing of the Project through a REIT, unless prior approval obtained from the Debenture Trustee.

17. The Issuer shall maintain an additional deposit in the proportion of INR 800 million per 0.1 Msft to be paid on receipt of lease termination notice from any of the tenants of the Mo~d PrQE_er.!Y: This d~osit to be paid within 30

52.

53. 54.

55.

56.

Information undertaking

EBP Platform Final Redemption Date Transaction Documents

Role and Re3'._onsibilities of

Pagel68

days of receipt of the lease termination notice. 18. In case of termination of lease by any of the tenants of the

Mortgaged Properties, the Company shall ensure that the vacated premises are re - leased within a period of 3 months from the date of termination of lease. The Company shall be granted said period of 3 months subject to the approval of Debenture Trustee and provided there is no breach in maintenance of DSCR for the relevant period;

19. The Issuer shall not announce, raise or enter into discussions to raise or attempt to raise any other finance from the market, whether by way of bilateral or syndicated facilities or other debentures from the date of acceptance of this offer till the Deemed date of Allotment. The Issuer will not announce or bring to the market any other issuance of debentures of similar tenor on terms superior to than those Debentures offered pursuant to the Transaction for period of 4 weeks from the Deemed Date of Allotment of these Debentures.

20. Security Cover shall be maintained till the Final Discharge Date.

21. Periodical status reports/Performance reports from the issuer company within 7 days of the relevant board meeting or within 45 days of the respective quarter whichever is earlier in terms of Regulation 15(1) ( c) of the SEBI(Debenture Trustees) Regulations, 1993.

22. The Debenture Trustee shall be entitled to inspect the Books of Account and properties of the Company at any time during the tenure of the debentures.

1. The Company shall submit qumterly unaudited financials within 60 days from the end of each quarter and annual audited financials to be submitted within 120 days from end of the financial year.

2. The Company shall provide a certificate from a chartered accountant in practice stating that the covenants prescribed under the Transaction Documents have been complied within 30 days from the end of a qumter

3. The Company shall provide a tenancy report certified by an independent Chartered Accountant within 30 days from the end of each half year in relation to the Project

4. The Company shall submit a quatterly MIS including calculation of ISCR and confirmation, leasing and rent roll data;

5. The Company shall within 7 days from end of each qumter provide details of existing, potential and threatened litigations on property, other litigations; and

6. Any other information as may be required by the Debenture Holders/Trustee from time to time shall be_Qt:ovided ~the Com_2'1i:i:t'.:

BSE Bond - EPB Platform I NSE Bond - EBP Platform November 30, 2023

shall mean and include the following:

(i) This Information Memorandum; (ii) Debenture Trust Deed; (iii) Debenture Trustee Agreement; and (iv) All other agreements, letters, documents, undertakings and

writings that are executed/may be executed by the Parties in relation to the issue of the Debentures from time to time and designated as such by the Debenture Trustee.

The Debenture Trustee shall act as a Trustee for the issue on behalf of the Debenture Holders

Debenture Trustee 57. Insurance The Obligors shall keep Mo1tgaged Property and their interests therein

adequately insured at all times during the tenor of the Debentures. All the insurance policies shall be endorsed in favour of the Debenture Trustee as 'first loss__E!llee'.

58. Inspection As per the Investor's instructions and requirements. Costs to be borne ~the Issuer.

59. Governing Law and The Debentures are governed by and will be construed in accordance Jurisdiction with Indian law and the courts and tribunals at Bengaluru shall have non

- exclusive jurisdiction with respect to matters relating to the Debentures.

60. Taxation All taxes as per Applicable Law, excluding income tax, as and when applicable on the Issue from time to time shall be borne ~the Issuer.

61. Inconsistency In case of any inconsistency between the provisions of the Debenture Provision Trust Deed and this Information Memorandum, the provisions of the

Debenture Trust Deed shall_Jll'evail over the Information Memorandum.

8. Undertaking by the Issner

The Issuer unde1takes that:

a) The complaints received in respect of the Issue shall be attended to by the Issuer

expeditiously and satisfactorily;

b) The funds required for making refunds, if any, shall be made available on time; and

c) Necessary co-operation to the credit rating agency shall be extended in providing true and

adequate information till the Final Discharge Date.

9. UNDERTAKING TO USE A COMMON FORM OF TRANSFER

i. The Issuer will issue Debentures in dematerialized form only and there will not be any

Debentures in physical mode (except as mentioned herein under prior to credit of the NCDs to

the investor demat account). Also, the normal procedure followed for transfer of securities held

in dematerialized form shall be followed for transfer of these Debentures held in electronic form.

The seller should give delivery instructions containing details of the buyer's DP account to his

depository participant.

ii. The Debentures shall be issued only in dematerialized form in compliance with the provisions of

the Depositories Act, any other applicable regulations (including of any relevant stock exchange).

No physical certificates of the Debentures would be issued (except as mentioned herein under

prior to credit of the NCDs to the investor demat account). The transfer of Debentures in

dematerialized form shall be in accordance with the procedure of transfer prescribed by the

relevant depository and applicable law.

iii. However, the Issuer would use a common transfer form for physical holdings, if at a later stage

there is any holding in physical form due to the depository giving the rematerialisation option to

any investor.

l'agel69

10. DECLARATION

a. It is hereby declared that this Information Memorandum contains full disclosure in

accordance with Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/!3/!27878

dated June 06, 2008 and amendments made thereto.

b. The Issuer also confirms that this Information Memorandum does not omit disclosure of any

material fact, which may make the statements made therein, in the light of the circumstances

under which they are made, misleading. The Information Memorandum also does not

contain any false or misleading statement.

c. The Issuer accepts no responsibility for the statements made otherwise than in this

Information Memorandum or in any other material issued by or at the instance of the Issuer

and that any one placing reliance on any other source of information would be doing so at

his own risk.

Pagel70

11. DECLARATION BY THE DIRECTORS OF THE ISSUER, THAT

a. the Company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder;

b. the compliance with the said Act and the rules made thereunder does not imply that payment of dividend or interest or repayment of Debentures, if applicable, is guaranteed by the Central Government;

c. the monies received under the offer shall be used only for the purposes and objects indicated in the private placement offer cum application letter;

1 am authorized by the Board of Directors of the Company vide resolution number December 4, 2018 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

Signed:

:D <Z_ "'-f' a_\-<-_ L \,-,In. c,._ b ~ \ c.._

~ 11 ~ <2._C +t:. ~

Date: December 6, 2018 Place: Bengaluru

P age 171

12. REGULATIONS AND POLICIES

The regulations set out below are not exhaustive and are only intended to provide general information to investors and is neither designed nor intended to be a substitute for professional legal advice in relation to the Debentures. Laws applicable to the Issuer in general have not been included below. The statements below are based on the current provisions of Indian law and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

Regulations relating to tlte Debentures

Issuance

The provisions of Section 71 of the Companies Act and the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 govern the issuance of the Debentures. The Issuer shall issue secured debentures in accordance with the provisions of Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014.

Redemption

The Issuer shall pay interest and redeem the Debentures in accordance with the Terms of the Issue set out in this Information

Memorandum and the provisions of Section 71 of the Companies Act.

Debenture Redemption Reserve

The Issuer shall create a debenture redemption reserve for the purpose of redemption of Debentures out of the profits of the Issuer available for payment of dividend and the amounts credited to such account shall not be utilized for any purpose except for the redemption of debentures. The Issuer shall create the reserve in accordance with the provisions and subject to the conditions set out in Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014.

Debenture Trust Deed

The Issuer shall execute a debenture trust deed with the Debenture Trustee simultaneously with the execution Information Memorandum.

Page 172

13. INSPECTION OF DOCUMENTS

I. Memorandum and Articles of Association of the Issuer.

2. Certificate oflncorporation dated May 13, 1994.

3. Certified true copy of Resolution passed by the Board of Directors on December 4, 2018 according approval for (a) issue of Debentures on private placement basis; and (b) finalization and adoption of this IM.

4. Certified true copy of Resolution passed by the shareholders on December 5, 2018 for issue of Debentures.

5. Annual Reports of the Issuer for last three Financial Years.

6. Copy of letter dated December 6, 2018 received from ICRA granting provisional credit rating to the Debentures issued in pursuance of this IM.

7. Copies of the agreements executed with NSDL or CDSL.

8. Statement containing particulars of all material contracts and agreements

The above material documents and contracts will be available for inspection between 10.00 a.m. and 5.00 p.m. on all Working Days, till the Issue Closing Date, at the office of the Issuer mentioned below:

Confidentiality

The information and data contained herein is submitted to each recipient of this IM on a strictly private and confidential basis. By accepting a copy of this JM, each recipient agrees that neither it nor any of its employees or advisors will use the information contained herein for any purpose other than evaluating the specific transactions described herein or will divulge to any other party any such information. This IM must not be photocopied, reproduced, extracted or distributed in full or in part to any person other than the recipient without the prior written consent of the Issuer.

Signed pursuant to the authority granted by the Board of Directors of the Issuer at its meeting held on December 4, 2018.

FOR RMZ ECOWORLD INFRASTRUCTURE PRN ATE LIMITED

,, .Y

ate: December 6, 2018 Place: Bengaluru

Pugel73

Documents Submitted to the Exchanges and Debenture Trustee

1. The following documents have been I shall be submitted to the BSE/:

(a) Memorandum and Articles of Association of the Issuer and the necessary resolution(s) for the allotment of the Debentures;

(b) Copy of last 3 (Three) years audited Annual Reports; ( c) Statement containing patticulars of, dates of, and parties to all material contracts and

agreements; ( d) Copy of the Board I Committee Resolution authorising the issue of Debentures and list of

authorised signatories; ( e) Undertaking from the Issuer stating that the necessary documents for the creation of the

charge, where applicable, including the Debenture Trust Deed, would be executed within the time frame specified in the relevant regulations/act/rules etc and the same would be uploaded on the website of the Designated Stock Exchange, where the Debentures will be listed, within a period of 5 (Five) working days of the execution of the same;

(f) Any other particulars or documents that BSE may call for as it deems fit.

2. Documents submitted to Debenture Trustee

The following documents have been I shall be submitted to the Debenture Trustee:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

(b) Copy of last 3 (Three) years audited Annual Reports; ( c) Statement containing particulars of, dates of, and parties to all material contracts and

agreements; (d) Latest audited I limited review half yearly consolidated (wherever available) and

standalone financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any.

( e) An undertaking to the effect that the Issuer would, till the redemption of the Debentures, submit the details mentioned in point (d) above to the Debenture Trustee within the timelines as mentioned in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Issuer shall within 180 (One Hundred and Eighty) days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all 'Qualified Institutional Buyers' (Q!Bs) and other existing debenture-holders within 2 (Two) working days of their specific request.

P age ! 74

ANNEXUREA

Standalone Financials of RMZ Ecoworld Infrastructure Private Limited:

RMZ Eco\voiid Infrastructure Piivate Limited lount in INR million Balance sheet

As at As at As at

31March2018 31March2017 31March2016

ASSETS

Non-current assets Property, plant and equipment 29.12 21.23 20.33

Investment properties 27,312.50 26,388.79 16,606.11

Investment property under development 928.77 903.64 4,802.81

Intangible assets 23.62 26.74 26.72

Intangible assets under development 70.50 - -Financial assets

-Loans 82.33 47.18

- Other non-current financial assets 949.65 1,515.28 431.05

Non-current tax assets (Net) 278.60 142.45 68.07

Other non-current assets 2,585.23 2,919.49 2,093.10

Total non-current assets 32,260.32 31,964.80 24,o48.19

Current assets Inventories 15.17 7.10 27.21

Financial assets - Trade receivables 277.43 217.96 57.10

- Cash and cash equivalents 515.47 733.76 560.65

- Bank balances other than cash and cash equivalents 282.86 544.95 924.07

- Loans 1,696.26 2,895.60 -- Other current financial assets (other than those specified above) 1,483.31 1,099.00 431.81

Other current assets 538.49 122.58 371.19

Total cu1Tent assets 4,808.99 5,620.95 2,372.04

Total assets 37,069.31 37,585.75 26,420.23

EQUITY AND LIABILITIES

Equity Equity share capital 1,000.00 1,000.00 1,000.00

Other equity 1,006.54 1,177.47 (1.26)

Total equity 2,006.54 2,177.47 998.74

Non-current liabilities Financial liabilities

- Borro\vings 21,309.63 27,027.82 14,981.25

- Other financial liabilities (other than those specified above) 1,778.65 843.57 735.65

Deferred tax liabilities (Net) 1.76 111.53 269.08

Other non-current liabilities 202.01 336.86 63.74

Total non-current liabilities 23,292.05 28,319.78 16,049.71

Cu1Tent liabilities Financial liabilities - Short tenn borro\vings 285.00 2,385.00 419.95

- Trade payables - Due to micro, small and 1nedium enterprises - - -- Due to creditors other than micro, s1nall and tnedium enterprises 316.81 200.85 323.61

- Other financial liabilities (other than those specified above) 10,421.90 4,256.75 7,324.79

Other ctuTent liabilities 747.01 245.90 1,303.42

Total current liabilities 11,770.72 7,088.50 9,371.77

Total ~ity and liabilities 37,069.31 37,585.75 '"'"9 " P age j 75 ( ~ t " '-~'--- ""' ..,

'\ ),

RlHZEcoworld Infrastructure Private Limited Cash flow statement

Amount in INR million For the year ended For the year ended For the yenrended

31March2018 31!\'larch2017 31!\'larch2016 Cush flows from operating activities Loss before tax for the year (370.47) (91.87) 377.37 Adjustments:

- Interest income on financial liabilities at amortised cost (219.14) (132.10) (126.32) - Loss on dismantling of temporal)' fixed assets 137.33 - Impairment loss on financial assets 19.10 - Interest income on fixed deposits (92.10) -- Financial b'll!lrantee expenses 229.92 - Interest expense on financial liabilities at amortised cost 3,301.94 3,078.68 1,958.72 - Depreciation and amortil.ation 751.04 557.49 401.99

Operating cash flow before working capital changes 3,620.29 3,412.20 2,749.09 IVorking capital changes - Trade receivables (76.83) (160.85) (6.11) - Inventories (8.07) 20.12 403.33 - Current and non-current fmancial assets (532.97) (813.17) (483.27) - Other current and non-current assets (488.78) 767.38 (377.27) - Trade payables 115.96 (122.76) 241.83 - Current and non-current financial liabilities 10.32 492.90 318.52 - Other current and non-current liabilities 585.40 _(<189.76 _L1)44.9S

Cash generated from operations 3,225.32 2,606.05 1,601.18 Income laxes paid (136.15 _(101.12 9.76 Net cash generated from operations fAJ 3,089.17 2,504.93 1,610.94

Cash flows from investing activities Purchase of property, plant and equipment (18.78) (16.53) (17.27) Purchase of investment property (including investment property under development) (1,604.87) (5,972.92) (6,792.98) Proceeds from sale of investment property 8.46 Expenditure in intangible assets (including intanb'lb!e assets under development) (76.85) Loans given to subsidiaries (750.65) Repayment of loans by subsidiaries 2,000.00 (2,895.60) Investment in fixed deposits (302.24) Redemption of fixed deposits 1,175.91 (984.68) Interest received 107.93 131.35 104.44 Net cash generated from/(used in) investing activities (BJ 530.46 (9,738.38 (6,697.36

Cash flows from finnnclng activities Movement in equity 602.45 Net proceeds from long term and short tem1 borrowings - 10,094.54 5,995.79 Proceeds from long tenn and short term borrowings 2,192.12 -Repayment of long tem1 and short term bo1Towings (2,636.15) -Interest paid (3)93.89) (3,067.10) (l,925.72) Redemption of fixed deposits accounts kept as escrow - 379.12 _Q57.39 Net cash (used in)/ generated from financing activities [CJ (3,837.92 7,406.56 4,415.13

Net increase in cash and cash equivalents (A+B+CJ (218.29) 173.11 (671.29) Cash and cash equivalents at the beginning of the year 733.76 560.65 1,231.91 Cash and cash equivalents at the end ofthe year 515.47 733.76 560.63

Components of cash and cash equivalents (refer note 12) Balances with banks:

- in current accounts 290.36 316.31 460.30 - in fixed deposits 224.20 416.79 99.84

Cash on hand 0.91 0.66 0.51 Cash and cash equivalents at the end ofthe year 515.47 733.76 560.65

P age 176

Rl\'IZ Ecoworld Infrastructure Private Limited Statement o~·ofit and loss Amount in INR million

For th~y~ar ended For the year ended For th~ar ended 311\'larch 2018 31March2017 31 J\!larch 2016

Income Revenue fr0111 EE£[ations 5,356.01 5,803.21 4,885.58

Other income 108.92 132.09 126.33

Total income 5,464,93 5,935.30 5,011,90

E~nses

Contract costs 60.82 1,238.75 1,488.90

Property management e~nses 668.58 388.14 225.70

Finance costs 3,540.99 3,078.68 1,958.72

D~eciation and amortization e~nse 751.04 557.49 401.99

Pro_JJ<:_rty tax 177. 72 233.21 69.91

Other expenses 636.25 530.90 489.32

Total e~nses 5,835.40 6,027.17 4,634.54

Loss before tax (370.47) (91,87) 377.36

Taxe~1se:

- Current tax I Minimum Alternate Tax for th~ar - 26.74 47.51

- Deferred tax (credit) I charge (109.77) 47.79 63.73

Loss for thl!___r!ar _Q60.70) (166.41 266.10

Other con_!Erehensive income - - -

Total other co~rehensive income for the year (260.70) (166.41 266.10

Total col!!I!!Chcnsive incon1e for the~ar (260.70) (166.41) 266.10

Pagcl77

ANNEXUREB

RELATED PARTY TRANSACTIONS

RMZ Eco\vorld Infrastructure Private Limited

Related party transactions

The follo\ving is a summary of related party transactions. Amount in

JNR million

Particulars For the year For the year For the ended ended year ended

31 March 2018 31March2017 31 March 2016

Office rent and office maintenance and other expenses Millennia Realtors Private Limited 10.02 8.83 8.80 RMZ Galleria (India) Private Limited 19.70 19.78 19.68

Interest expense RMZ Infotech Private Limited 12.58 25.65 37.39

Unsecured loans provided Softech Ecoworld Private Limited 250.00 2,833.83 -RMZ Infinity (Chennai) Limited 500.65 61.77 -

Unsecured loans received back Softech Ecoworld Private Limited 2,000.00 - -

Purchase of investment property Millenriia Realtors Private Limited* - 1,812.00 2,413.00 RMZ lnfotech Private Limited - 0.80 -

Unsecured loans repaid RMZ Infotech Private Limited 100.00 1,750.00 1,300.00

Unsecured loans obtained RMZ Infotech Private Limited 200.00 1,635.00 1,600.00

Service charges Associated Professional Services 395.49 452.27 267.66 RMZ Consultancy Services Private Limited 81.53 187.12 168.65 RMZ lnfotech Private Limited - 17.35 -

Reimbursement of expenses incurred on behalf of the Company by Millennia Realtors Private Limited 4.00 10.50 31.87 RMZ Infotech Private Limited 20.33 37.97 109.07 RMZ Galleria (India) Private Limited 0.07 0.33 0.86

Reimbursement of expenses incurred on behalf of the group , -_RASff?u companies ,, "

$ {;. "' " Pagel78 0 HENGALURU tn

L,,'-'--'-~ " ~ o<y .., " 0,,y .'/

<11111 *·o>"

Millennia Realtors Private Litnited 0.62 485.48 161.45 RMZ Infotech Private Limited 338.27 3.63 -RMZ Galleria (India) Private Limited 0.61 1.96 -

Financial guarantee expenses RMZ Infotech Private Limited 229.92 222.52 131.66

Directors remuneration (cross charged through holding company) Raj A Menda 10.40 32.40 32.40 Manoj A Menda 10.40 32.40 32.40

Corporate Guarantee received RMZ Infotech Private Limited 22,050.00 19,700.00 -

-The follo\ving is a summary of balances receivable from and payable to related parties:

An1ount in INR million

Particulars As at As at As at 31 March 2018 31March2017 31 March

2016

Other current financial liabilities Millennia Realtors Private Limited 15.41

RMZ Infotech Private Limited - 69.81 53.96 RMZ Galleria (India) Private Limited - 3.51 0.23 Associated Professional Services 62.81 22.29 19.67 RMZ Consultancy Services Private Limited - 14.43 17.48

Short-term borrowings RMZ Infotech Private Limited 285.00 185.00 300.00

Other payables Associated Professional Services 1.77 - -

Inter corporate loan Millennia Realtors Private Limited - 2,321.40 1,369.00

Prepaid expense (guarantee commission) RMZ lnfotech Private Limited 1,801.97 1,927.86 -

Other receivables (net) RMZ Somerset Galleria Hotels Private Limited 0.26

RMZ Infotech Private Limited 237.60 1.89 0.05 Millennia Realtors Private Limited (re-ilnbursement of

expenses) 665.79 689.07 206.40 Millennia Realtors Private Limited (others) - 12.31 -RMZ Galleria (India) Private Limited 1.30 0.95 -RMZ Consultancy Services Private Limited 1.40 -

Loans and advances - loans to related party Softech Ecoworld Private Limited 1,083.83 2,833.83 -RMZ Infinity (Chennai) Limited 562.42 61.77 -

Corporate guarantee outstanding RMZ Infotech Private Limited 22,050.00 19,700.00 22,050.00

~"'~rl/(0_ 0,._

Pagel79 ;;( c. k 0 1) '"''--'- ..... ~~ <~I BENGALURU m J

0 " '" ~ .'y

~"'11 *'(}~

Compensation of key management personnel of the Co1npany: A1nount in

INR million Particulars For the year For the year For the

ended ended year ended 31March2018 31 March 2017 31 March

2016

Amount cross-charged from holding company 20.81 64.80 64.80

20.81 64.80 64.80 The amount includes Rs Nil (Previous year Rs 38.21 million) capitalised as a part of Investment property.

Page!80

Ref No: ICRA:BLR:2018-19/RT/575

December 06, 2018

Mr Deepak Chhabria Managing Director - Finance RMZ Ecoworld Infrastructure Private Limited "The Millenia", To\ver B, Level 12-14, No 1&2, Murphy Road, Ulsoor, Bangalore - 560 008

Dear Sir,

ICRA Limited

Re: ICRA Credit Rating for the Rs. 1,375 crore Proposed Non-Convertible Debenture (NCD) Programme of RMZ Ecoworld Infrastructure Private Limited

Please refer to the Rating Agreement dated November 30, 2018 for carrying out the rating of the aforesaid NCD Programme. The Rating Committee of ICRA, after due consideration, has assigned a [ICRA[A+ (pronounced as ICRA A plus) rating to the captioned NCD Programme. Instruments with this rating arc considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The Outlook on the long-term rating is Stable.

In any of your publicity material or other document wherever you arc using our above rating, it should be stated as [ICRA]A+ (Stable). We would request if you can sign the acknowledgement and send it lo us latest by December 12, 2018 as acceptance on the assigned rating. In case you do not communicate your acceptance/non-acceptance of the assigned credit rating, or do not appeal against the assigned credit rating by the aforesaid date, the credit rating will be treated by us as non-accepted and shall be disclosed on ICRA's website accordingly. This is in accordance with requirements prescribed in the circular dated June 30, 2017 on 'Monitoring and Review of Ratings by Credit Rating Age11cies(CRAs)' issued by the Securities and Exchange Board of!ndia.

Any i11timation by you about the above rating to any Banker/Lending Agency/Government Authorities/Stock Exchange would constitute use of this rating by you and shall be deemed acceptance of the rating.

This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you and any change in the terms or size of the issue would require the rating to be reviewed by us. If there is any change in the terms and conditions or size of the instrument rated, as above, the same must be brought to our notice before the issue of the instrument. lfthere is any such change after the rating is assigned by us and accepted by you, it would be subject to our review and may result in change in the rating assigned. !CRA reserves the right to review and/or, revise the above at any time on the basis of new information or unavailability of information or such other circumstances, which ICRA believes, may}Phave an ~mpact on the rating assigned to you.

" u\~~ \.. ~·

The Mlllenia, Tower-8, Unit No.1004 Tel. : +91.80.43326400 Website ; www.icra.in 10• Floor. 1 & 2 Murphy Road, Ulsoor CIN: L74999DL1991PLC042749 Email : [email protected] Bengaluru - 560000 Helpdesk: +91.124.3341580 Registered Office: 1105, Kallash Building, 11• Floor, 26 Kasturba Gandhi Marg, New Delhi· 110001. Tel. : +91.11.23357940-45

RATING • RESEARCH • INFORMATION

The rating, as aforesaid, however, should not be treated as a recommendation to buy, sell or hold the bonds, debentures and/ or other instruments of like nature to be issued by you.

As mentioned above and in accordance with the aforesaid circular issued by SEBI, you are requested to furnish a monthly 'No Default Statement (NDS)' (in the format enclosed) on the first working day of every month, confirming the timeliness of payment of all obligations against the rated debt programme.

You are also requested to forthwith inform us about any default or delay in repayment of interest or principal amount of the instrument rated, as above, or any other debt instruments/ borrowing and keep us informed of any other developments which may have a direct or indirect impact on the debt servicing capability of the company including any proposal for re-schcdulcment or postponement of the repayment programmes of the dues/ debts of the company with any Jender(s) I investor(s). Further, you are requested to inform us immediately as and when the borrowing limit for the instrument rated, as above, or as prescribed by the regulatory authority(ies) is exceeded.

Enclosed herewith is a copy of the rationale of the assigned rating for your reference. Please respond with your comments if any within the aforesaid timeline of December 12, 2018.

We thank you for your kind cooperation extended during the course of the rating exercise. Should you require any clarification, please do not hesitate to get in touch with us.

We look forward to your communication and assure you of our best services.

With kind regards, For ICRA Limited

.• ~v;~ ,..~

\. wnthi Hebbar Assistant Vice President [email protected]

Mathew Kurian Eranat Assistant Vice President [email protected]

ICRA

I, <Name of the person>, <Designation> on behalf of the <Company/ Client name> hereby accept and

acknowledge the above assigned credit rating.

For <Company/ Client Name>

Name:

Date:

Encl:

'No Default Statement 011 tile Compmry Letter Head'

To <CRA Name and Address>

Dear Sir/ Madam, l. We hereby Confirm that as on date there are no Over dues or default on our debt

obligations 2. We also confirm that in the month ended <Month and Year name>, there has been no

instance of delay in servicing of our debt obligations. 3. We also confirm that there has not been any instance of dcvolvement of Letter of

Credit in the month ended <Month and Year name">. 4. We also confirm that in the month ended <Month and Year name>, there has been no

instance of delay in servicing of debt obligations guaranteed by us. 5. We also confirm that there has been no overdraw of the drawing power sanctioned by

the bank for a period of more than 30 consecutive days in case of bank facilities which do not have scheduled maturity/repayment dates.

6. Details of delay/ default/ rescheduling of interest or principal as on date/ in the month ended<Month and Year name>, in any of the above case (if any):

~Name of the 'isYN - ----A-mom1t to--·"f"]);)e Date ofl-A""'' "'" """'"" -j l~strument be paid Payme_nt ___ _<>f'..Payment _______ _

---- . ---- ·- ------.. -1 - -----

- ~- -~ ----

Thanking You,

Yours faithfully,

<Authorized Signatory of Issuer>

IDBI Trusteeship Services Ltd ANN t~JJ R'E -.J) C!N: U65991MH2001GOl131154

No.8401·8/ITSl/OPR/Cl/18·1 ?/DEB/1561 December 4, 2018

RMI Ecoworld Infrastructure Private limited The Millenia, Tower B, Level 12-14. N 1 & 2 Murphy Road, Ulsoor, Bangalore • 560 008

Kind Attn: Sgraswolhl Shelly Dear Madam,

©IDBI trustee

Sub.: RMI Ecowortd Jnfrastructurr Private limited ("the Company"). Consent to act a• Debenture Trustee for your listed. Rated. Secu[Jld, Redeemable, None Convertible Debentures INCDsl

oggreggf!ng to Rs. 1375 Crorel

Thi' Is with reference to !he captioned subjecl we are pleased Jo Inform you to give hereby our consent lo act as Debenture Truslee for your Listed. Roted. Secu1ed, Redeemable, None converllble Debenfures fNCD•J aggregating to Rs. 1375 Crores. !n this connection, we contirm our acceptance of the assignment.

We ore agreeable for inclusion of our name as lruslees in !he Disclosure document/ listing application/ any other document fa be filed wilh the Stock Exchange(s) subject to the following condilions.

I) The Company hereby agrees and undertakes to execute the Debenture Trust Deed I Debenture Trustee Agreement ond other necessary documents on such terms ond conditions os agreed by lhe Debenture holders and disclose in the lnformaflon Memomndum or Disclosure Document as approved by fhe Debenture Trustee, within o perfod as agreed by us In the Information Memorandum or Dlsclosure Document,

21 The Company hereby agrees & underfakes to pay lo lhe Debenture Trustees so long as they hold the office Of lhe Debenfure Trustee, remuneration as mutually agreed for their services as Debenture Trustee in addition to all legal, traveling and other costs, charges and expenses which the Debenture Trustee or their officers. employees or agents may incur In relation to execution of Jhe Debenture Trusl Deed and olf other Documen!s affecting the Securily till !he monies in respect of the Debentures have been fully paid·off and the requisite formalifies for sofisfaction of charge in all respects, have been complied with.

3) The Company hereby agrees & undertakes lo comply with !he provisions of SEBI (Debenture Trustees) Regulations, 1993, SEBI (Issue and Listing of Debi Securities) Regulations, 2008, SEBI Circular No. SEBl/IMD/OOF· 1 /8ond/2009 /I I /05 dated 11 /05/2009 on Slmptllied listing Agreement for Debt Securities read with the SEBI Circular No. SEBl/IMD/DOF-1 /BOND/Cir-5/2009 dated the 26'" November, 2009, the new Companies Act, 2013 and other applicable proviiions and agree to furnish to Trustees such information in terms the same on regular basis

Looking forward to a fruitful association with you ond assuring you of our best services at all times.

Yours faithfully, For IDB! Trusteeship Seivlces limited

# Au~e~ Signatory

'

; Regd. Office: Asian Building, Ground Floor,.17, R. Kamanl Marg, Ballard Estate, Mumbai· 400 001. Tel. : OZZ·40BO 7000 • Fax : 022-66311776 • Email : [email protected] • [email protected] · Website : www.ldbltrustee.com

A N N EX 0 RE - E

Date: November 30, 2018

RMZ ECOWORLD INFRASTRUCTURE PRIVATE LIMITED The Millenia, Tower B, Level 12-14, No. 1 and 2, Murphy Road, Ulsoor, Bangalore - 560008 Karnataka

l<ARVYlll 1$i~HAA11

Sub: Consent to act as "Registrar to the Debenture Issue for upto Rs.1375Cr"

Dear Sir

We hereby give our consent to act as Registrar to the proposed Debenture issue for upto

Rs.1375Cr and are agreeable for inclusion of our name as "Registrar to the Issue" in the

Disclosure Document and /or applications to be made to Stock Exchange[s) and/or Depositories in

this regard.

Thanking you

for Karvy Fintech Private Limited

Authorised Siguatory,

Karvy Fintech Private Limited (KFPL) (Fonnt~rly <•1own as kCPl Adv1:;.{HY S1~rv1u~s Pdv;itc lit'n:tr:d)

"Karvy Seler1!ui-r11Cnver-B", Plot No. 31 & 32, GttchibowlL t'lnancitif District, N<)ntlkrarngudi.t, Hydorabtid - 500 032. Ph: +9i '10 6716 2222, 33211000

Regis1er~d Office: l<.:irvy House 46, AviarnJ1;> 4, Str&f!t No. 1, B;injnrn Hils, I lydi;>r<illHd - SOO 03•t CIN: Ufi72G3TG2017fl'TC11.7(."19

,A.NNEXVRE. - F

RMZ Ecoworld Infrastructure Private Limited

CERTIFIED COPY OF RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF RMZ

ECOWORLD INFRASTRUCTURE PRIVATE LIMITED AT ITS MEETING HELD ON TUESDAY,

DECEMBER 4, 2018 AT THE REGISTERED OFFICE OF THE COMPANY.

Issue of Secured, Rated, listed, Redeemable, Non-Convertible Debentures (the

"Debentures") through private placement, creation of security in terms of Debenture

Documents and approval of Information Memorandum and Debenture documents.

The Board was informed that the Company proposes to issue Debentures by way of

private placement and has in-principle agreed to the terms of such issuance with Standard

Chartered Bank, who have Intended to subscribe to the debentures as per the summary

of such terms provided below:

Description Terms

Total amount of INR 1,375 crore (Indian Rupees one thousand three hundred

Bonds and seventy five crore).

Terms of the Bonds Secured, Rated, listed, Redeemable, Non-Convertible, privately

placed Debentures.

Interest Rate Interest Rate at rate of 9% per annum ("Initial Interest Rate")

(payable monthly) shall be payable from Deemed Date of Allotment till the next Interest Reset Date. The Coupon Rate thereafter shall be determined on each Interest Reset Date as the sum of the Lending Rate prevailing on the Interest Reset Date and Spread. Debenture Trustee shall notify the revised Interest Rate to the Company as per the Interest Reset Process.

The Interest Rate shall be revised on every Interest Reset Date. Tenure 4 years, 11 months and 19 days from the Deemed Date of

Allotment.

Call Option At the end offirst year from Deemed Date of Allotment and at

the end of every one year thereafter.

Rating ICRAA+

...uJ-'"'"' """'' Prl ate UmltOO

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CIN: U45202KAl9941•'J'C0156l6 l-L'~'\'I 12 .. 1.1. N11. 1&2. /'1'1111ph.v Rt•ad. lJl:>oiir. l~l'll!,'.illt1n1

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Security 1. First ranking exclusive charge by way of mortgage on the

following properties:

Commercial assets-Tower GA, 6B & 7 of the Company with

the minimum leasable area of not less than 1.795 million

Sq. Ft. approx. with proportionate rights in the

underneath land located in the RMZ Ecoworld Campus at

ORR Bangaluru ("Mortgaged Properties") together with all

buildings, erections, constructions, permanently fastened

fixtures and fittings thereto, of every description which

are standing, erected or attached or shall at any time

hereafter during the tenure of the Debentures be erected,

standing or attached to the aforesaid and any other

moveable and immoveable assets forming part of the

Mortgaged Properties and the underlying land in

proportion to the area, along with all entitlements and

rights to use common areas and facilities and incidentals,

easements and appurtenances attached thereto, whether

presently in existence or in future;

2. First ranking exclusive charge by way of hypothecation

over all receivables and cash flows generated from the

Mortgaged Properties including any Insurance proceeds,

all bank accounts in which such cash flows are received

including the collection account and current account

maintained in terms of the Debenture Documents , all

moveable assets located on the aforesaid Mortgaged

Properties, ;ind the interest service reserve account to

be maintained in terms of the Debenture Documents;

3. Endorsement of all insurance policies in relation to the

Mortgaged Properties in favour of the Debenture

Trustee as 'first loss payee';

4. Any other security interest agreed in terms of the c_ _______ ,_ __ D=eb::_e:::n.:.:t:."u,,__re Documents.

for HMt. L..1.vv•uilu J1llla~ln.1clure Private LtmiteU

~ CJN : u4s202KA I 994PTCO 1563<> Co~Secretary

"TlH.' /\lillcnia': Tnwcr H. Level 12"1·1. Nn. l&.2, 1\·1urphy Hnnd. Ulsl•Uf, l_lcngal11r11 ~ :\60 0!)~. INDl1\.

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The Board considered issue of Debentures of Rs. 13,75,00,00,000/- (Indian Rupees

one thousand three hundred and seventy five crore only) as against the LRD loan.

Debenture documents along with the debenture trust deed were circulated to the

Board.

The said Debentures will be issued as secured, rated, listed, redeemable, non

convertible debentures on the debt segments of Bombay Stock Exchange Limited

("BSE"). The Board is requested to pass appropriate resolution authorising Directors

/ Officers of the Company to decide on the terms of this issuance as they may deem

fit in the interest of the Company.

The Board noted that as per Section 42 of the Companies Act, 2013, the above

proposal shall also be approved by shareholders of the Company.

The Board after discussion approved and passed the following Resolution:

"RESOLVED THAT pursuant ta the provisians of sections 23, 42, 71and179(3){c) and (d) of the Companies Act, 2013, read with the Companies {Prospectus and Allotment of Securities) Rules, 2014, and the Companies (Share Capital and Debentures) Rules, 2014 and the other rules framed thereunder, (including any statutory modification(s) or re-enactment thereof, for the time being In force) and pursuant to the provisions of SEB/ (Issue and Listing of Debt Securities) Regulations, 2008 and/or SEBI {Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Listing Obllgations and Disclosure Requirements) Regulations, 2015, as amended from time to time and other applicable SEBI regulations and guidelines and all other applicable provisions, if any, of the Companies Act, 2013, and other applicable laws, memorandum and articles of association of the Company, and subject to the approval of the shareholders of the Company by way of special resolution, where required, the Bo(]fd hereby agrees to issue 13, 750 (Thirteen Thousand seven hundred and fifty) secured,

rated, listed, redeemable, non - convertible Debentures having the face value of INR 10,00,000 (Indian Rupees Ten Lakhs) each ("Debentures")to the Standard Chartered Bank ("Subscriber") identified as the initial subscriber in respect of the said Debentures, to be Issued at par far cash by way of private placement.

RESOLVED FURTHER THAT IDBI Trusteeship Services Limited, a company within the meaning of the Companies Act, 1956 and registered under the Securities Exchange Board of India (Debenture Trustees) Regulations, 1993, having its registered office at Asian Building, Ground Floor, 17, R. Kaman/ Marg, Ballard Estate, Mumbai -400 001,

for RML tco\Vorld lnlraslruclure Private Limlled

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CIN ; U45202KA l 994PTCO 15636 ~ "t.:,'/-~,,,. ''Thl' ,"'lilh•nia''.Towt~r n. Ll·.n.~1 12.1:1. No. 1&2, _1' .. Jurphy Road. t.:1:>11()1', Bi:11gali11·u ~cifiHp~~sehlhl3.fy if LUf{J % Td: '9 I (HO) 4000 ·1000, Fa.'\; +- 1) I (NO) ·1000 ·I I 00. 1:1nai I :!,.\t'111fi~r111Yt'.nrp.1.:r1111, \\'l•hsi1e ; \\'WW. r1nzl>nrp.1~(lll1 ~ f3ENGA . .:f

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("Debenture Trustee"), be appointed as the debenture trustee, who have consented

to act as such in relation to the Debentures in terms of the Debenture Documents.

RESOLVED FURTHER THAT pursuant to the provisions of section 179(3}(f) of the

Companies Act, 2013, and other applicable provisions, if any, of the Companies Act,

2013 and rules made thereunder, and other applicable laws, memorandum and

articles of association of the Company, and subject to the approval of the

shareholders of the Company by way of special resolution, where required, the Board

hereby agrees to create or ensure creation and perfection of the security to secure

the Debentures, in accordance with the Debenture Documents including the following

{"Security'?:

a. First ranking exclusive charge by way of mortgage on the following properties:

Commercial assets-Tower 6A, 68 & 7 of the Company with the minimum leasable

area of not less than 1. 795 million Sq. Ft. approx. with proportionate rights in the

underneath land located in the RMZ Ecoworld Campus at ORR Bangaluru

("Mortgaged Properties") together with all buildings, erections, constructions,

permanently fastened fixtures and fittings thereto, of every description which are

standing, erected or attached or shall at any time hereafter during the tenure of

the Debentures be erected, standing or attached to the aforesaid and any other

moveable and immoveable assets forming part of the Mortgaged Properties and

the underlying land In proportion to the area, along with all entitlements and

rights to use common areas and facilities and incidentals, easements and

appurtenances attached thereto, whether presently in existence or in future;

b. First ranking exclusive charge by way of hypothecat/on over all receivables and

cash flows generated from the Mortgaged Properties including any insurance

proceeds, all bank accounts in which such cash flows are received including the

collection account and current account maintained in terms of the Debenture

Documents , all moveable assets located on the aforesaid Mortgaged

Properties, and the interest service reserve account to be maintained in terms of

the Debenture Documents;

c. Endorsement of all insurance policies in relation to the Mortgaged Properties in

favour of the Debenture Trustee as 'first loss payee';

®


RESOLVED FURTHER THAT approval of the Board be and is hereby accorded to create or ensure creation and perfection of the Security in accordance with the Debenture Documents, In favour of the Debenture Trustee to be appointed for the benefit of the Debenture holders to secure the obligation to pay any and all amounts payable by the Campany pursuant to the terms of the Debenture Documents and any successor or other debenture trustee appointed In terms of the Debenture Documents.

RESOLVED FURTHER THAT the Board do hereby approve the draft of the Information Memorcmdum, Debenture Trust Deed and other Debenture Documents as tabled before the Board and initialed by the Chairman for the purpose of identification, and the terms and conditions stated therein, including the 7erms of Issue', and security requirements contained therein.

RESOLVED FURTHER THAT the Company shall create/ provide such securities, deed, mortgage and charges, and such documents as mentioned In the Debenture Documents.

RESOLVED FURTHER THAT Mr. Raj Menda, Chairman, Mr. Manoj Menda, Mr. Deepak Chhabrla, Directors and Mr. Chatru Menda, Mr. V.S. Narayanan, Mr. G. Madhusudhana Authorised Signatories of the Company, (the "Authorized Representatives") be and are hereby authorized, individually and severally to: (i) convey to the Debenture Trustee, acceptance of the terms of Its appointment In terms of the Debenture Trustee Agreement and any fee, letters exchanged in relation thereto and acceptance of the terms of the Debenture Trust Deed; (ii) execute the Debenture Documents on behalf of the Company and agree to such changes and modifications as may be required from time to time In any Debenture Documents and to execute the letters of allotment and such deeds, documents and other writings as may be necessary or required for this purpose; {iii} to sign and/or dispatch all documents and notices required; (iv) decide upon the structure of the said Issue of Debentures including the rate of interest, tenure and security cover thereof and to appoint depositories, arrangers, registrars, bankers and other intermediaries/agents as may be necessary and negotiate and flnaflze the terms and conditions of their appointment; (v) to file all particulars/returns as may be required under applicable law in respect of the issuance and allotment of Debentures and all other necessary forms, documents and returns with the concerned Registrar of Companies, the depositories and any other competent authority within the prescribed time llmit; (vi) to do all actions/comply with all formalities and requirements for the

I« RHZ.Ecowo;\4 r . ~~'~IX~,~-1.Jmlted

Company Secretaiy

CIN : \J45202KA \ 994PTCOl 56J6

"Till' i\·lillt'11i;i", fo\\"•~r B, L1..'-Y1..'l 12--1·1. NiL 1&2, J\lurphy !~oad. \ll:-1i11r. lko1'.<1!111u. <;(,(I 00~. lt-:llL\. ·1 ... J: I'} I I Nfl) .Jll!lO ·lfl!JO. l-;1:-,: · i 1) ! ! :lU) elOOd ·1 I fHL Fn1;11!:gcnr.i·nn1nirp.1:un1. \\i(·h.'>ill': \\'\1·11 .nn1cnrp.cn111


purpose of listing the Debentures on the BSE limited; (vii) execute all necessary documents for the creation and perfection of the Security including constructively deliver to and re- deposit with the Debenture Trustee or with such entity as may be nominated by the Debenture Trustee, the title deeds of the concerned immovable properties with an intent to create an equitable mortgage and register the relevant documents with the concerned sub-registrar of assurances; (viii) decide upon such other matters as may be necessary In respect of the Issuance and allotment of Debentures; and (ix) to execute any other requisite document in respect of Debentures.

RESOLVED FURTHER THATthe Authorized Representatives be and are hereby severally authorized to negotiate, process, approve, execute, amend, certify and deliver oil agreements, deeds, documents, undertakings and other writings as moy be necessary or required for the purposes aforesaid, and to accept and execute any amendments or modifications to any agreements, deed, documents, undertakings, representations, indemnities, letters, instruments and other writings, inc/udlng acknowledgement of debt/balance confirmation(s) and/or any renewal documents, as and when necessary and register the same with any statutory authority as may be required from time to time and to represent the Company before the relevant regulatory authorities to give effectto the resolution contemplated herein and all other resolutions passed by the Board of Directors and the shareholders from time to time.

RESOLVED FURTHER THA Tthe Authorized Representatives be and are hereby severally authorized to submit to the stock exchange(s), any information and documents that may be required from time to time, under the applicable laws with respect to listing of Debentures including obtaining In- principle approval, Jina/ approval for listing, execution of //sting agreement with the concerned stock exchange(s) and other incidental matters thereto.

RESOLVED FURTHER THAT necessary entries be made in the register of debenture holders and In the register of charges of the Company to record the creation of the aforesaid Security and the directors and company secretary of the company, be and are hereby severally authorized to create and register the charge with the concerned Registrar of Companies.

RESOLVED FURTHER THAT the Common Seal of the Company, wherever required, be affixed on all such papers, deeds and documents lnc/udlng the aforesaid documents, as may be considered necessary in the presence of any one of the Directors or any one

l'orRMZ~alib\mi't"'

Company sw-.wv

CJN : U45202KA 1994P1'C015636 ··r1ie iv1ilk11ia''.T.iwc·1 H. Ll~\·d 12·-l·I, No. 1&2. i\111rph_v l{o:1d, !_fl,<11'1'. lh~ngalt1111 - :}(10 (lfJ}t. !Nl)I"\, I i'I: I <)I (HO) ·lOOO :\l)(JU, 1: a:..· , 9 ! ( ~:o) 'I 000 .. 11011, t-.1n;1 i I :i;.•'l1f11:nn11'.0l'p.L'ull!. \\-'t·b.;;ilc : w\Y\\. nn1\·orp.n)lll

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of the Authorised Representatives of the Company on such documents as may be required.

RESOLVED FURTHER THAT copy of the above resolution be furnished to any entity os may be required, certified as true copy by any of the directors of the Company and such entity is authorized to act and rely upon this resolution until such entity actually receives written notice from the Company of its revocation."

Certified true Copy For RMZ ECOWORLD INFRASTRUCTURE PRIVATE LIMITED

~l~ath Company Secretary

CIN : ll45202K/l l 994PTCOI 5636

"Tlw \Jilll'lli<1·; Tow~'r U, L1~\·.:I !.?-1,!, Nu. L\'.2, \1urphy R'':td, lJL-.,u1.ir. n~·og:duni . ."60 011(.;, \NDL"\.

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CERTIFIED EXTRACT OF THE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS OF RMZ ECOWORLD INFRASTRUCTURE PRIVATE LIMITED AT THEIR MEETING HELD ON DECEMBER S, 2018 AT BANGALORE.

Issuance of Secured, Rated, Listed, Redeemable, Non·Convertlble Debentures (the

''Debentures") through private placement by the Company:

"RESOLVED THAT pursuant to Section sections 23, 42, 71 and 179(3}{c) ond (d) and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities} Rules, 2014, and the Companies (Share Capital and Debentures) Rules, 2014 and the other rules framed thereunder, (Including any statutory modificatlon(s) or re· enactment thereof, for the time being In force} ond pursuant to the provisions of SEBI (Issue and Listing of Debt Securities) Regulation, 2008 and/or SEBI (Issue of Capitol and Disclosure Requirements) Regulations, 2009 and SEBI (listing Ob//gations and Disclosure Requirements) Regulations, 2015, as amended from time to time and other opp//cab/e SEBI regulations and guide/Ines, and all other Rules framed there under Including any statutory modifications, amendments thereto or re-enactment thereof, the regulations, rules, guidelines, if any, as may be required by Articles of Association of the Company, consent of the Members of the Company be and Is hereby accorded to the Board of Directors of the Company for Issuance of 13,750 (Thirteen Thousand seven fifty) Secured, Rated, fisted, Redeemable, Non-Convertible Debentures of Rs.10,00,000/· (Rupees ten lakhs only) each amounting to. Rs. 13,75,00,00,000/- (Indian Rupees one thousand three hundred and seventy five only) through private placement to the Standard Chartered Bank, identified as the initial subscriber in respect of the said Debentures.

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to take such actions and do such acts, deeds, matters and things as it may, In Its absolute discretion, consider necessary, expedient, proper or desirable as may be required and to settle any question, remove any difficulty or doubt that may arise in this regard and to obtain any approvals, permissions, sanctions which may be necessary or desirable, as they may deem flt and to do all acts, deeds, things and matters as may be required to give effect to the above resolution."

Certified True Copy,

CIN : U452021<A I 994PTCOI S6ll>

"Thl' t\fillt-11i:1':Tnw1·r fl, l.l'\l'i 12-·l·I, N11. 1&2. iV)urphy Rn:1d, lJl~nor. Bc11gnlun1 :'ifiO ()08, !ND!;\

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Private Placement of Debentures

Application Form

To,

The Board of Directors

ANNEXUREH

APPLICATION FORM

Application No

Addressee

Date

: 1

:

: , 2018

RMZ ECOWORLD INFRASTRUCTURE PRIVATE LIMITED (CIN: U45202KA1994PTC015636)

Registered and Corporate Office:

The Millenia', Tower B, Level 12-14 No. 1 & 2, Murphy Road, Ulsoor Bangalore KA 560008 IN

Dear Sirs,

Having read and understood the contents of the Private Placement Offer Letter (as defined overleaf), I/we apply for allotment to me/us of the Debentures. The amount payable on application as shown below is remitted herewith. In case of allotment, please place my/our name(s) on the Register of Debenture Holders. I/We bind ourselves by the terms and conditions as contained in the Private Placement Offer Letter. We note that the Board of Directors is entitled in its absolute discretion to accept or reject this application whole or in part without assigning any reasons whatsoever.

(PLEASE READ THE INSTRUCTIONS ON THE REVERSE CAREFULLY BEFORE FILLING UP THIS APPLICATION FORM)

APPLICANT'S DETAILS (IN BLOCK LETTERS):

First/Sole Applicant:

Second Applicant:

Third Applicant:

Address:

Pin Code: ______ Tel I Mobile No: ___________ Email:

PAN No: ____________ Applicant Category Code (please refer overleaf):

(Furnishing of Applicant's Details is mandatory.failing which the Application is liable to be rejected)

Investment Details:

Face Value (Rs, I Debenture) Rs. 10,00,000 (Rupees Ten Lakh Only)

Issue Price (Rs. I Debenture) Rs. 10,00,000 (Rupees Ten Lakh Only)

Minimum Application of and in multiples [ •] Debentures and in multiples of 1 Debenture of Debentures thereafter thereafter

No of Debentures Applied

Amount Payable (Rs.)

Total No of Debentures Grand Applied Total

Total Amount Payable (Rs.)

Payment Details (ll:

Amount Paid (Rs.) - in words

Amount Paid (Rs.) - in figures

Mode of Payment (select whichever is o RTGS o FUND TRANSFER applicable)

Date of RTGS/ NEFT/ ECS/ FUND TRANSFER

Name of the Bank through which the Electronic Fund Transfer is made

z. \<'r?-.AS/1yV

~ :NC.ALURU ~) ~1 t~ ..y .:f " " <'1pli;, ·c"'

UTRNo.

Note: (I) The Application Form must be accompanied with the UTR confirmation. The details of the bank account to which payment needs lo be made are provided overleaf

Applicant's depository details <2>:

DP Name Depository oNSDL oCDSL

DPID/ Client ID

Note: (2) Please note that allotment of Debentures shall be compulsorily made m dematenahzedform.

Signature

Name of the Authorised Signatories Designation Signature

1

2

3

Date: __________ , 2018

---------------------------------------------------------------------------------------------- Tear Here-------------------

Application No: ----------

RMZ ECO WORLD INFRASTRUCTURE PRIVATE LIMITED (CIN: U45202KA l 994PTCO 15636)

Registered and Corporate Office: The Millenia', Tower B, Level 12-14 No. 1 & 2, Murphy Road, Ulsoor Bangalore KA 560008 IN

Received from:

Date: ______ , 2018

Issue Price Rs. (Rs. I 10,00,000

Debenture)

No of Debentures applied for

Amount Paid (Rs.)

ACKNOWLEDGEMENT SLIP

oRTGS Mode of Payment

o FUND TRANSFER

Date of Remittance

Name of the Bank

UTRNo.

Date stamp & signature of tbe

Registrar

INSTRUCTIONS

I. The application would be accepted as per the terms of the issue of listed Non - Convertible Debentures ("Debentures") on private placement basis offered by way of the private placement offer letter dated December 6, 2018 ("Private Placement Offer Letter"). Applicants are requested to refer to the application procedure set forth in the IM.

2. Application forms must be completed in full in BLOCK LETTERS IN ENGLISH. A blank space must be left between two or more parts of the name.

3. The sole/first applicant should mention his/her/its PAN Number allotted under Income Tax Act, 1961. Iucome Tax as applicable will be deducted at Source at the time of payment of Interest on Application I Refund Money.

4. Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an authorised official of a Bank or by a Magistrate/Notary Public under his/her official seal.

5. The various categories of applicants eligible to apply along with their category codes are as given below:

Company, Bodies Corporate, I Financial Institution 3 including public sector undertakings

2 Insurance Company 4 Mutual Funds

Provident funds I gratuity funds I pension Scheduled Commercial Banks 5

funds 6

7 Any other person authorized to invest in this Issue

Applicants are hereby required to ascertain their eligibility to apply for the Issue.

6. Applicants shall be bound by the terms and conditions as contained in the IM, including the basis of allotment as specified therein.

7. Applicants are requested to read the IM carefully prior to making an investment decision in the Debentures.

8. Allotment of Debentures shall be compulsorily made in dematerialized form.

9. The payment of interest I dividend I redemption shall be made to the bank account linked with the demat account of the applicant, wherein the allotment of the Debentures is made I held.

I 0. Application forms duly completed in all respects must be sent via email and in original to Registrar to the Issuer as specified below.

11. Application Money can be remitted only through electronic transfer of funds during the Issue Period, i.e. during banking hours commencing from 0800 hours and ending on 1615 hours:

12. Cash, money orders, postal orders and stock invest WILL NOT be accepted.

13. The Application Form must be accompanied with the UTR confirmation.

14. Payment needs to be made to the following account:

BankName

Branch

Account Name

Account Number

IFSC Code

Address

15. Receipt of applications will be acknowledged by Registrar to the Issuer in the "Acknowledgement Slip", appearing below the Application Form. No separate receipt will be issued.

16. APPLICATIONS NOT ACCOMPANIED BY THE REQUIRED DOCUMENTS ARE LIABLE TO BE REJECTED.

Address for submission of Application Forms along with the Relevant Documents