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SPEEDAGE TRADE LIMITED Regd Office: “Sagar Estate”, 3rd Floor, Unit No.1, 2, Clive Ghat Street, Kolkata-700 001. Phones: 91-33-2230 4571; Fax: 91-33-2248 7669; Email: [email protected]

CIN No.: U51909WB2016PLC218728

(including without limitation, any accounting and/or regulatory treatment); or the tax-exempt nature

or taxability of payments made in respect of any investment, loan or security. The Credit Rating Agency is not your advisor, nor is it providing to you or any other party any financial advice, or any

legal, auditing, accounting, appraisal, valuation or actuarial services. The ratings may be raised, lowered, withdrawn or placed on rating watch due to changes in, additions to, accuracy of, or the

inadequacy of, information or for any other reason the Credit Rating Agency deems sufficient.Please

refer to Annexure II (Rating Letter) of this Information Memorandum for a copy of the credit rating letter dated 4thday of May,2017.

Listing

The Debentures are proposed to be listed on the Wholesale Debt Market Segment of the BSE. The

Issuer has obtained an “in-principle” approval from BSE on 14th day of March, 2017. Please refer to Annexure VI (In Principle Listing Approvals) of this Information Memorandum for a copy of the in-

principle approval letter dated 14th day of March, 2017issued by BSE.

Issue Schedule

Issue Opens on: 30/05/2017 Pay-in Date on or before: 31/05/2017

Issue Closing on: 31/05/2017 Date of Allotment: 31/05/2017

The Issue shall be open for subscription during the banking hours on each day during the period

covered by the Issue Schedule.

Note: This Information Memorandum is neither a prospectus nor a statement in lieu of prospectus. This is only an information brochure intended for the use of the addressee only and does not

constitute an offer or an invitation to the public for subscription to the Debentures under any law for the time being in force. This Information Memorandum is intended to form the basis of evaluation by

potential Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. The Issuer can, at its sole and absolute discretion, change the terms of the Issue.

1.1.1.2 Registrar & Transfer

Agent C.B.Manage

ment Services

Private Limited

1.1.1.1 Debenture Trustee

VISTRA ITCL (India) Limited (formerly known as IL&FS Trust Company Limited)

1.1.1.3 Credit Rating Agency Credit Analysis &

Research Ltd.


CIN No.: U51909WB2016PLC218728

TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONS 4 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 9 SECTION 3: DETAILS OF THE COMPANY 12 SECTION 4: DETAILS OF THE TRANSACTION STRUCTURE 12 SECTION 5: DISCLOSURES 15 SECTION 6: RISK FACTORS 28 SECTION 7: OTHER INFORMATION AND ISSUE PROCEDURE 31 SECTION 8: DECLARATION 38

ANNEXURE I: TERM SHEET 39

ANNEXURE II: RATING LETTER 47 ANNEXURE III: LETTER FROM THE DEBENTURE TRUSTEE 48 ANNEXURE IV: APPLICATION FORM FOR DEBENTURES 49 ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS 54 ANNEXURE VI: IN-PRINCIPLE LISTING APPROVALS 55


CIN No.: U51909WB2016PLC218728 SECTION 1: DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum:

Accelerated Payment Date Shall have the meaning ascribed to it in Paragraph 12.4.

Accelerated Repayment Date

Shall have the meaning ascribed to it in Paragraph 17.3.2.

Application Form The forms, as the context may require, used by the recipient

of this Information Memorandum to apply for subscription to the Debentures, which is annexed to this Information

Memorandum and marked as Annexure IV.

Articles of Association The Articles of Association of the Issuer.

Board/Board of Directors The board of directors of Issuer.

BSE BSE Limited.

Business Day Any week day other than Saturdays and Sundays when banks are open for transaction of business in Mumbai and Kolkata,

India and in Mauritius.

CDSL Central Depository Services (India) Limited, a depository registered with SEBI under the SEBI (Depositories and

Participant) Regulations, 1996, as amended.

Companies Act The Companies Act, 1956 for the time being in force (including any subsequent amendment thereto) or any other

succeeding enactment of the Companies Act, including but

not limited to the Companies Act, 2013

Coupon Rate 15 percent per annum (subject to withholding tax) for the

tenor of the Debentures, payable in accordance with the terms set out in the Debenture Trust Deed.

Credit Rating Agency Credit Analysis & Research Ltd.

Debentures 60000 (Sixty Thousand) to be listed, secured, collateralized,

rated, Rupee denominated and redeemable non-convertible debentures of a face value of Rs. 10,000(Rupees Ten

Thousand only)issued subject to the terms and conditions of this Deed.

Debenture Documents Has the meaning given to the term in the Debenture Trust

Deed.

Debenture Holders The several persons/companies/body corporate who will, from

time to time, be holders of the Debentures, whose names will

be entered in the register of debenture holders and whose names will be recorded as the beneficial owners of the

Debentures, with the Depository.

Debenture Trust Deed Debenture trust deed entered into between the Debenture

Trustee, Issuer, Promoters (as defined in the Debenture Trust

Deed) and Mandala Food Co-Investment I Limited.

Debenture Trustee VISTRA ITCL (India) Limited (Formerly known as IL&FS Trust

Company Limited) or any other debenture trustee as may be

appointed in accordance with the Debenture Trust Deed.

Debenture Trustee Debenture trustee agreement entered into between the


CIN No.: U51909WB2016PLC218728 Agreement Issuer and the Debenture Trustee for appointment of VISTRA

ITCL (India) Limited (Formerly known as IL&FS Trust Company Limited) as the Debenture Trustee.

Deed of Hypothecation shall have the meaning as given to the term in the Debenture

Trust Deed.

Default Interest means interest at the rate of 4% (four percent) per annum calculated on a daily basis from the date of the occurrence of

any breach, noncompliance or default of any of the provisions of the Debenture Documents, to the date on which (a)

breach, non-compliance or such default is cured (if curable in nature and a specific cure period is provided in this Deed); or

(b) the Outstanding Amounts are duly paid in accordance with

the terms of this Deed, whichever is earlier.

Date of Allotment Date on which the issue and allotment of Debentures takes

place in accordance with the provisions of Clause 11.2 of this

Deed.

Depositories Act The Depositories Act, 1996, as amended.

Depository(ies) NSDL and/or CDSL.

Depository Participant / DP A depository participant as defined under the Depositories Act.

Director(s) Director(s) on the Board of the Issuer.

DP ID Depository Participant identification number that is allocated

to the Depository Participant by the Depository.

KAL Keventer Agro Limited

EFT Electronic funds transfer.

Eligible Investors Has the meaning given to it in Paragraph 7.15 (Eligible Investors) of this Information Memorandum.

Event of Default Has the meaning ascribed to it in the Debenture Trust Deed.

Fee Letter The fee letter dated on or about the date of Debenture Trust Deed entered into between the Issuer and the Debenture

Trustee.

Financial Year/ FY means a period starting on April 1 and ending on March 31 of the subsequent calendar year.

Hypothecated Assets Hypothecation and/or charge over the dividends that Mr.

Mayank Jalan receives from Bengal NRI Complex Ltd.

Information Memorandum This document which sets out the information regarding the

Debentures being issued on a private placement basis.

INR or Rupees Indian Rupees.

Interest The interest payable on the Subscription Amount outstanding under the Debentures at the Coupon Rate, accruing on a daily

basis, starting from the Relevant Date of Allotment of the Debenture and ending on the date of redemption of such

Debentures and shall include the Initial Interest and the Balance Interest.

Investor/Subscriber Any person who subscribes to the Debenture pursuant to the


CIN No.: U51909WB2016PLC218728 Issue.

Issue The issue of Debentures in accordance with the Debenture

Documents.

Issue Closing Date 31st May, 2017

Issue Opening Date 30th May, 2017

Issuer Speedage Trade Limited, a company incorporated in India and having its registered office at Sagar Estate, 3rdFloor, Unit

No. 1, 2 Clive Ghat Street, Kolkata - 700001.

Maturity Date The date falling after 5 (five) years from (and including) the Date of Allotment.

Memorandum of Association Memorandum of association of the Issuer.

NSDL National Securities Depository Limited, a depository registered with SEBI under the SEBI (Depositories and Participant)

Regulations, 1996, as amended.

Outstanding Amounts the aggregate of:

(a) all amounts accrued, due or payable to the Debenture

Holders until the Redemption Date, which shall include:

i. the SubscriptionAmount;

ii. the Interest;

iii. the Default Interest (if applicable); and

iv. any further amounts that may be notified by the

Super Majority Debenture Holders or as may be

determined by the Debenture Trustee, in accordance with the Terms and Conditions; and

(b) any costs or fees or remuneration payable to the Debenture Trustee under Debenture Documents.

PAN Permanent Account Number.

Pay-in Date The pay in date on which each applicant for the Debenturesis required to make payment to the Issuer for the Debentures to

be allotted to it, being 31st May, 2017.

Power of Attorney The irrevocable power of attorney issued by the Issuer and/or the Promoters in favour of the Debenture Trustee in

accordance with the Debenture Trust Deed.

Potential Event of Default Shall have the meaning ascribed to it under the Debenture

Trust Deed.

Principal Amount Rs. 60,00,00,000 or the outstanding face value of the Debentures.

Promoters The persons mentioned in Schedule I to the Debenture Trust

Deed.

RBI Reserve Bank of India, established under the Reserve Bank of

India Act, 1934, as amended.


CIN No.: U51909WB2016PLC218728 Record Date The date which will be used for determining the Debenture

Holders who shall be entitled to receive the amounts due on any due date, which shall be, the day falling 15 Business Days

before a Redemption Date or Coupon Payment Date.

Redemption Date The date on which the Debentures are required to be redeemed by payment of the Outstanding Amount in

accordance with the Terms and Conditions which shall be any

of the following:

(a) Maturity Date; or

(b) Voluntary Early Redemption Date; or

(c) Accelerated Payment Date; or

(d) Accelerated Repayment Date.

Reference Date The date on which the Issuer receives the monies for the subscription of the Debentures.

Register of Debenture

Holders

Has the meaning given to the term in Paragraph 7.1 (Mode of Transfer / Transmission of Debentures) of this Information Memorandum.

R&T Agent Registrar and Transfer Agent to the Issue, in this case being C.B. Management Services Private Limited.

RTGS Real Time Gross Settlement.

SEBI Securities and Exchange Board of India, constituted under the

Securities and Exchange Board of India Act, 1992, as amended.

SEBI Debt Regulations The Securities and Exchange Board of India (Issue and Listing

of Debt Securities) Regulations, 2008, as amended from time to time.

Security Documents shall have the meaning as given to the term in the Debenture Trust Deed.

Subscription Amount an amount of Rs. 60,00,00,000 (Rupees Sixty Crores only) to

be invested by the Subscriber towards the subscription of the Debentures in accordance with the provisions of the

Debenture Documents.

Super Majority Debenture Holders

The Debenture Holders holding such number of Debentures whose aggregate face value represents more than three

fourth of the aggregate face value of all Debentures issued and outstanding at that time.

TDS Tax deducted at source.

Terms and Conditions Terms and conditions of the Debentures provided in the

Debenture Trust Deed.

Term Sheet Term sheet issued by the Issuer containing the non binding

terms of the Issue and attached as Annexure I (Term Sheet) to this Information Memorandum.

Transaction Documents Has the meaning ascribed to it in the Debenture Trust Deed.

Transaction Security All of the obligations of the Issuer under the Debentures and

the Transaction Documents, including the payment of the


CIN No.: U51909WB2016PLC218728 Debt shall be secured by:

1. Pledge of Shares of Keventer Agro Ltd. by MKJ Enterprises Ltd., MKJ Developers Ltd., Edward Keventer

Private Ltd. and Issuer (to be acquired out of the

proceeds from the issue of debentures). 2. Hypothecation and charge over dividends and

distribution of capital that may be received by Mr. Mayank Jalan from Bengal NRI Complex Ltd. (including

extension of charge to the Bank accounts where such

dividend shall be deposited).

3. Personal guarantee of Mr. Mayank Jalan. and

4. any other collateral security to be provided by the Promoters of the Issuer as may be required by the

Investors. Voluntary Early Redemption Date

Has the meaning ascribed to it in clause 12.5.2 of the Debenture Trust Deed.


CIN No.: U51909WB2016PLC218728 SECTION 2:NOTICE TO INVESTORS AND DISCLAIMERS

2.1 General Disclaimer

This Information Memorandum is neither a prospectus nor a statement in lieu of a

prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. This Information Memorandum has been prepared

in conformity with the SEBI Debt Regulations.

The issue of the Debentures is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person

and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to

the public in general. This Information Memorandum is not intended to be circulated to

more than 2 (two) potential Investors..

As per the applicable provisions, it is not necessary for a copy of this Information

Memorandum/ Disclosure Document to be filed or submitted to the SEBI for its review and/or approval.

This Information Memorandum and the contents hereof are restricted only for

the intended recipient(s) who have been addressed directly and specifically

through a communication by the Issuer 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 Forms

have been sent along with this Information Memorandum. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected

without assigning any reason.

The Information Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential. The person who is in receipt of this

Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the

consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of

the Issue, any specific pricing information related to the Issue or the amount or terms of

any fees payable to any entity in connection with the Issue.

2.2 Disclaimer of the Company

This Information Memorandum has been prepared by the Issuer solely to provide general information about the Issuer and setting out the key terms upon which the Debentures

are being issued, to Eligible 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 Eligible Investor may require. Further, this

Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the

purposes set forth herein.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including

the documents incorporated by reference herein, if any) contains all the information that

is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all material respects and not misleading in any material respect.

The Issuer, having made all reasonable inquiries, undertakes that the opinions and


CIN No.: U51909WB2016PLC218728 intentions expressed herein are honestly held and there are no other facts, the omission

of which makes these documents as a whole or any of such information or the expression of any such opinions of intentions expressed in this Information Memorandum

misleading in any material respect.

The Issuer does not undertake to update this Information Memorandum to reflect

subsequent events after the date of 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 hereafter 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.

2.3 Disclaimer in Respect of Jurisdiction

This Issue is made in India to Eligible Investors, who shall be specifically approached by the Issuer. The distribution of the Information Memorandum or the Application Forms

and the offer, sale, pledge or disposal of the Debentures may be restricted or prohibited by law in certain jurisdictions. Recipients are required to observe such restrictions.

This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically

addressed. Any dispute arising out of or connected with this Issue shall be resolved by arbitration having its seat in New Delhi conducted in English by a single arbitrator in

English in accordance with the (Indian) Arbitration and Conciliation Act, 1996. This

Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any jurisdiction to any person to whom it is

unlawful to make an offer or invitation in such jurisdiction. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without

limitation, the approval of the RBI.

2.4 Disclaimer of the Stock Exchanges

As required, a copy of this information Memorandum has been filed with BSE pursuant to

the SEBI Debt Regulations. It is to be distinctly understood that submission of this Information Memorandum to BSE should not in any way be deemed or construed to

mean that this Information Memorandum has been reviewed, cleared or approved by BSE. The BSE does not, in any manner warrant, certify or endorse the correctness or

completeness of any of the contents of this Information Memorandum; or that the

Issuer’s Debentures will be listed or will continue to be listed on BSE. The BSE does not take any responsibility for the soundness of the financial and other conditions of the

Issuer, its Promoters, 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 BSE 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.

2.5 Disclaimer ofSEBI

This Information Memorandum has not been filed with or submitted to SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee

the accuracy or adequacy of this document. It is to be distinctly understood that this

Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any responsibility either for the financial

soundness of any proposal for which the Debentures issued hereof is proposed to be made or for the correctness of the statements made or opinions expressed in this


CIN No.: U51909WB2016PLC218728 Information Memorandum. The issue of Debentures being made on a private placement

basis, filing of this document is not required with SEBI; however SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this

Information Memorandum.

2.6 Disclaimer in Respect of Rating Agency

As at the date of this Information Memorandum, CARE has assigned “BB-” rating to the

Debentures. Ratings assigned by the Credit Rating Agency 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. Investors should take their own decisions. The Credit Rating Agency has based its ratings on information obtained from sources

believed by them to be accurate and reliable. The Credit Rating Agency 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 bank facilities/instruments are rated by the Credit Rating Agency

have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

The ratings may be subject to revision or withdrawal at any time by the assigning rating

agency and each such rating should be evaluated independently of any other rating. Each rating agency has the right to suspend or withdraw the rating at any time basis of

factors such as new information or unavailability of information or any other circumstances.

2.7 Issue of Debentures in Dematerialised Form

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialised

form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the

Debentures allotted to the beneficiary account maintained by the Investor with its

Depository Participant. The Issuer will allot the Debentures to Investors on the Date of Allotment after verification of the Application Form, the accompanying documents and on

realisation of the application money.

2.8 Cautionary Note

Investors acknowledge by the receipt of this Information Memorandum that they (i) are knowledgeable and experienced in financial and business matters, have expertise in

assessing credit, market and all other relevant risk and are capable of evaluating, and

have evaluated, independently the merits, risks and suitability of purchasing the Debentures;; (ii) have not relied on any investigation that any person acting on their

behalf may have conducted with respect to the Debentures; (iii) have made their own investment decision regarding the Debentures based on their own knowledge (and

information they have or which is publicly available) with respect to the Debentures or

the Issuer; and (iv) understand that, by purchase or holding of the Debentures, they are assuming and are capable of bearing the risk of loss that may occur with respect to the

Debentures, including the possibility that they may lose all or a substantial portion of their investment in the Debentures.

Neither this Information Memorandum nor any other information supplied in connection with the Issue of 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 as a recommendation to purchase any Debentures. Each Investor contemplating purchasing any Debentures should make its own independent investigation of the

financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential Investors should consult their own financial, legal, tax and other


CIN No.: U51909WB2016PLC218728 professional advisors as to the risks and investment considerations arising from an

investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such Investor's particular

circumstances. This Information Memorandum is made available to potential Investors on the strict understanding that it is confidential. Recipients shall not be entitled to use any

of the information otherwise than for the purpose of deciding whether or not to invest in

the Debentures.

No person, including any employee of the Issuer, has been authorised to give any

information or to make any representation not contained in this Information Memorandum. Any information or representation not contained herein must not be relied

upon as having being authorised by or on behalf of the Issuer. Neither the delivery of

this Information Memorandum at any time nor any statement made in connection with the offering of the Debentures shall under the circumstances imply that any information/

representation contained herein is correct at any time subsequent to the date of this Information Memorandum.

SECTION 3: DETAILS OF THE COMPANY

3.1 Background of the Issuer

Speedage Trade Limited, was incorporated on December 26, 2016 under the Companies

Act, 2013.The main business of the Issuer is to trade in different goods/commodities in India and elsewhere.

The authorised share capital of the Issuer is Rs. 5,00,000 (Rupees Five Lakhs Only) divided into 50,000 (Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten only)each.

The total issued, subscribed and paid up share capital of the Issuer is Rs. 1,00,000

(Rupees One Lakhs) divided into 10,000 (Ten Thousand) equity shares of Rs. 10/- (Rupees Ten only)each.

SECTION 4: DETAILS OF THE TRANSACTION STRUCTURE

4.1 Proposed Issue and use of proceeds

Subject to the Terms and Conditions of the Debenture Documents, the Issuer proposes

to issue the Debentures on a private placement basis.

The Issuer shall utilize the proceeds of the Issue in accordance with the Terms and Conditions:

(a) Investment by the Issuer in KAL; and

(b) Such other purpose as determined by the Debenture Trustee (acting on the

instructions of the Super Majority Debenture Holders), in accordance with

Applicable Laws.

in compliance with the provisions of Applicable Laws

The proceeds of the Issue will be deposited in Kotak Mahindra Bankand utilised in the manner provided in the Debenture Trust Deed.

4.2 Security

All of the obligations of the Issuer under the Debentures and the Transaction Documents, including the payment of the Debt shall be secured by:

1. Pledge of Shares of Keventer Agro Ltd. held by MKJ Enterprises Ltd., MKJ Developers Ltd., Edward Keventer Private Ltd. and Issuer (to be acquired out of the proceeds

from the issue of debentures). 2. Hypothecation and charge over dividends and distribution of capital that may be

received by Mr. Mayank Jalan from Bengal NRI Complex Ltd. (including extension of


CIN No.: U51909WB2016PLC218728 charge to the Bank accounts where such dividend shall be deposited). The Charge

created under this Deed shall become enforceable on the (i) occurrence of an Event of Default; or (ii) the Asset Cover falling below 150% (one hundred and fifty percent)of

the Outstanding Amountsor (iii) upon the obligation of the Promoter to pay the amounts under the Debenture Trust Deed being triggered.

3. Personal guarantee of Mr. Mayank Jalan; and

4. Any other collateral security to be provided by the Promoters of the Issuer as may be required by the Investor.

All security shall be created to the satisfaction of the Debenture Trustee on or prior to the Date of Allotment and shall be effective from the Date of Allotment.

The Issuer shall at all times and in continuity maintain a 150% (One Hundred Fifty percent) asset cover which shall be sufficient to discharge the Outstanding Amount for

the proposed Debentures.

4.3 DebentureDocuments

The following documents shall, inter alia, be executed in relation to the Issue:

(a) Debenture Trustee Appointment Agreement, which confirms the appointment of VISTRA ITCL (India) Limited (Formerly known as IL&FS Trust Company Limited) as

the Debenture Trustee;

(b) Debenture Trust Deed, which will set out the terms upon which the Debentures are

being issued and shall include the representations and warranties and the covenants

to be provided by the Issuer;

(c) this Information Memorandum;

(d) the Fee Letter;

(e) the Security Documents;

(f) Letter appointing registrar;

(g) Tripartite agreement with NSDL/ CDSL;

(h) Debt listing agreement with BSE; and

(i) Debenture trustee offer letter;

(j) such other documents as agreed between the Issuer and the Debenture Trustee.

4.4 Mode and Date of payment of Interest

An interest at the rate of 10% per annum on the Outstanding Amount (“Initial

Interest”) shall accrue on a daily basis and be payable every 3 (three) months in

arrears from the relevant Date of Allotment (each such date being a “Quarterly Interest Date”). The first of such interest amounts for the Debentures shall be payable

on the Business Day falling immediately after the expiry of 90 (ninety) days of the Date of Allotment.

The balance interest at the rate of 5% per annum on the Outstanding Amountshall

accrue on a daily basis (“Balance Interest”) and will be payable on the relevant

Redemption Date, unless already paid by the Issuer before such relevant Redemption Date.

4.5 Redemption tenor, amount, period of maturity.

• The Debentures shall have a maturity period of 5 (five) years calculated from (and

including) the Date of Allotment. Outstanding Amounts including the Redemption

Amount shall be payable on the expiry of 5 (five years) from the Date of Allotment of

Debentures i.e., on 30th May, 2022.


CIN No.: U51909WB2016PLC218728 • The prepayment of Debentures shall be repaid by the Issuer upon mutual agreement

of the Issuer and Debenture Trustee at any time after the minimum issuance period

of 1 (one) year from the date of allotment of the Debentures i.e., 30th May, 2018 (“Voluntary Early Redemption Date”).

• Redemption Amount– 100% of the Principal Amount along with the Interest on the

Principal Amount outstanding under the Debentures at the Coupon Rate, accruing on a daily basis, starting from the Reference Date and ending on the date of redemption

of such Debentures and all other Outstanding Amounts due to that Debenture

Holders. This shall include all interest accrued and unpaid whether payable quarterly or at the Redemption Date.

• Coupon Rate is 15% per annum.

• The Debentures shall be freely transferable at any time without any prior written

approval.

4.6 Default Interest

Default Interest shall be payable as mentioned in the Debenture Trust Deed. Additionally,

if payment of any amount due to a Debenture Holder is not made for a period of 30 (thirty) days or more from their respective dates of payment as specified in the

Debenture Documents, as the case may be, the Debenture Trustee and/or the Debenture Holder shall be entitled to seek accelerated payment (“Accelerated Payment”) of the

Subscription Amounts, the Outstanding Amounts, the Initial Interest, the Balance Interest and the Default Interest, in cash, within 20 (twenty) days from the date of occurrence of

such default (“Accelerated Payment Date”).

4.7 Event of Default and Potential Event of Default

Upon the occurrence of an Event of Default, the Debenture Trustee shall immediately

notify the Majority Debenture Holders of the occurrence of such Event of Default(“Default Notice”), requesting written instructions from the Majority Debenture Holders as to

whether immediate payment by the Issuer and/or the Promoters of all Outstanding

Amounts is required, and whether the funds, if any, paid directly to the Debenture Trustee, may be applied towards the payment of the Outstanding Amounts to the

Debenture Holders.

Upon the occurrence of a Potential Event of Default, the Debenture Trustee shall immediately notify the Debenture Holders and the Issuer of the occurrence of such

Potential Event of Default (“Notice of Potential Event of Default”). Such Notice of

Potential Event of Default shall also state that the Debenture Trustee and its nominees (acting on the instructions of the Debenture Holders) shall inspect the necessary

documents/ records or properties of the Issuer and/or Promoters for such time as the Debenture Trustee or its nominee deems fit (“Observance Period”) to identify whether

such Potential Event of Default would constitute an Event of Default which time shall

however not exceed 15 (fifteen) Business Days from the date of receipt of the Notice of Potential Event of Default by the Debenture Holders. Within 7 (seven) days of receipt of

the Notice of Potential Event of Default, the Issuer shall permit the Debenture Trustee or its nominees to inspect its documents/ records during the Observance Period. Upon

expiry of the Observance Period, the Debenture Trustee shall communicate to the Issuer

and Debenture Holders, whether the Potential Event of Default has constituted an Event of Default, in the format similar to the Default Notice requesting written instructions from

the Majority Debenture Holders as to whether immediate payment by the Issuer and/or the Promoters of all Outstanding Amounts is required, and whether the funds, if any,

paid directly to the Debenture Trustee, may be applied towards the payment of the Outstanding Amounts to the Debenture Holders.


CIN No.: U51909WB2016PLC218728 Upon receipt of written instructions from the Majority Debenture Holders confirming the

immediate payment by the Issuer and/or the Promoters of all Outstanding Amounts (“Acceleration Event”), the Debenture Trustee shall send a notice to the Issuer (along

with a copy to the Debenture Holders) after the expiry of 15 (fifteen) days from such Acceleration Event, (“Acceleration Notice”). Upon delivery of the Acceleration Notice:

• the Debenture Trustee (acting on the instruction of the Majority Debenture

Holders) may apply all funds paid directly by the Issuer and/or the Promoters to

the Debenture Trustee towards the payment of the Outstanding Amounts to the

Debenture Holders on a paripassu basis; and

• the Issuer and/or the Promoters shall be required to pay all Outstanding

Amounts due from the Issuer to the Debenture Holders and/or to the Debenture

Trustee under the Debenture Documents within a period of 15 (fifteen) Business Days from the date of the Acceleration Notice (“Accelerated

Repayment Date”), by way of crediting the designated accounts of the Debenture Holders;

4.8 The discount at which such offer is made and the effective price for the Investor as a result of such discount.

Not Applicable. Issuance at par.

4.9 The debt equity ratio prior to and after issue of the debt security.

Prior to issue After the issue

Debt Equity Ratio 1:21.25 1:6021.25

4.10 Servicing behaviour on existing debt securities, payment of due interest on

due dates on term loans and debt securities.

The Issuer has no debts, presently.

SECTION 5:DISCLOSURES

5.1 Documents Submitted to the Exchanges

(a) Copy of Memorandum of Association of the Issuer;

(b) Copy of Articles of Association of the Issuer;

(c) Copy of resolutions of the Issuer authorizing allotment of the Debentures;

(d) Copy of Audited financial statements for the period ended 28th February, 2017

(e) Statement containing particulars of dates of, and parties to all material contracts and agreements;

(f) Copy of resolutions of the Board authorizing the borrowing;

(g) List of authorized signatories;

(h) An 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 prescribed in the relevant regulations/act/rules


CIN No.: U51909WB2016PLC218728 etc. and the same would be uploaded on the website of the BSE or any other stock

exchange where the debt securities have been listed, within 5 Business Days of execution of the same;

(i) An undertaking that all required permissions/consents from existing creditors for the Transaction Security being created, where applicable, in favour of the Debenture

Trustee have been obtained; and

(j) Any other information which the stock exchange may require.

5.2 Documents Submitted to the Debenture Trustee

The Issuer has submitted documents to the Debenture Trustee that are required for the allotment of the Debentures, including:

(a) Copy of Memorandum of Association of the Issuer;

(b) Copy of Articles of Association of the Issuer;

(c) Copy of resolutions of the Issuerauthorizing allotment of the Debentures;

(d) Copy of Audited financial statements for the period ended 28th February, 2017

(e) Statement containing particulars of dates of, and parties to all material contracts and

agreements;

(f) Copy of resolutions of the Board authorizing the borrowing;

(g) List of authorized signatories;

(h) An undertaking to the effect that the Issuer would, till the redemption of the Debentures:

i. submit the details mentioned in point (e) above to the Debenture Trustee within the timelines as specified in SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and ‘simplified listing agreement’ issued by

SEBI vide circular no. CFD/CMD/6/2015, dated October 13, 2015; and

ii. submit a copy of the latest annual report to the Debenture Trustee within 180

days from the end of the Financial Year that shall be shared by the Debenture Trustee with the Debenture Holders within two Business Days of their specific

request.

5.3 Name and Address of Registered Office of the Issuer

(a) Name: Speedage Trade Limited

Registered Office: Sagar Estate, 3rdFloor, Unit No.1, 2 Clive Ghat

Street, Kolkata - 700001

Registration Number: 218728

Corporate Identification Number: U51909WB2016PLC218728

Phone No.: 033 22304571

Fax No.: 033 22487669

Contact Person: Mr. Kanchan Kumar Dey

Email: [email protected]

Auditors: ARSK & Associates

(b) Corporate office of the Issuer: Sagar Estate, 3rdFloor, Unit No.1, 2 Clive Ghat Street, Kolkata - 700001


CIN No.: U51909WB2016PLC218728 (c) Compliance officer of the Issuer: Mr.Kanchan Kumar Dey

(d) Arrangers: Not Applicable

(e) Trustee: VISTRA ITCL (India) Limited

(formerly known as IL&FS Trust Company Limited)

(f) Registrar: CB Management Services Private Limited

(g) Credit Rating Agency: Credit Analysis & Research Ltd.

5.4 A Brief Summary of the business/activities of the Issuer and its line of business

(a) Business Overview

Main object of the Issuer (as per Memorandum of Association of the Issuer) is:

To carry on in India or elsewhere the business of trading and to buy, sell, resell, distribute, export and import, deal in all kinds of engineering goods, chemicals and allied products, plastics, leather and leather goods and other animal products, sports goods, fish and fish products, handicrafts, cashew, kernels, tobacco and tobacco products, textiles, cinematograph films (exposed) coir products, natural fibre products, readymade garments, hosiery and knitwear, gem and jewellery, stainless steel products, mineral, raw materials, plant, machinery, tools and equipment fabrics made from natural or artificial fibres or a blend of natural or artificial fibres, agro products, garments, apparel, foods, foodstuffs, processed foods and beverages, canned provisions, raw cotton, raw fibres, raw jute, raw wool, raw silk, textile made out of natural and artificial fibres, handloom textiles, cottage industries, ware, cotton waste, tea, minerals and ores, ferrous and non ferrous metals, coffee, spices, grains, pulses, oils, oilseeds, sports goods, shoes and leather ware, timber and forest products, automobiles and trucks, diesel engines, pumps, agricultural implements, electric motors, transformers, switchgears and accessories building construction material, hospital requirements, hardware, furniture, electrical appliances, paper and paper products, all types of machinery and machine tools, dyes, chemicals, colours, paints, vanishes, books and stationery items, glassware, pottery, tableware, scientific instruments, bicycles, auto scooters, automobile and truck spare parts, synthetic products, rubber products, tyres, cords, tubes, typewriters, refrigerators, office steel furniture equipment and appliances and other articles, products materials in any manner on retail, wholesale or any other market acceptable basis.

Corporate Structure

The authorised share capital of the Issuer is Rs. 5,00,000 (Rupees Five Lakhs Only)

divided into 50,000 (Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten only)each.

The total issued, subscribed and paid up share capital of the Issuer is Rs. 1,00,000

(Rupees One Lakh) divided into 10,000 (Ten Thousand) equity shares of Rs. 10/- (Rupees Ten only)each.

The current equity shareholding of the Issuer is as provided in Paragraph 5.6(a)

(Shareholding pattern of the Issuer as on last quarter end) below.

(b) Key Operational and Financial Parameters for the last 3 audited years

Not Applicable since the Company has been incorporated on 26th December, 2016

(In Rslakh)


CIN No.: U51909WB2016PLC218728 Gross Debt: Equity Ratio of the Issuer:

Before the issue of debt securities 1:21.25

After the issue of debt securities 1:6021.25

(c) Project cost and means of financing in case of funding of new projects

The proceeds shall not be utilised in funding of new projects.

5.5 A Brief History of the Issuer since its Incorporation

Speedage Trade Limited, was incorporated on December 26, 2016 under the Companies Act, 2013.It is engaged in the business of trading in fast moving consumer goods (FMCG)

products and steel trading products.

(a) Details of Share Capital as on last quarter end:

Share Capital Rs.

Authorised Share Capital INR 5,00,000

Issued, Subscribed and Paid-up Share Capital INR 1,00,000

(b) Changes in the capital structure of the Issuer

(i) Shareholding Pattern of the Issuer on the Date of Incorporation

Sr.

No.

Name of the

Shareholder

No. of Shares

(Equity)

Beneficial Interest /

Nominee of

1 MKJ Enterprise Limited 9994

2 Mayank Jalan 1 MKJ Enterprises Limited

3 Manoj Bose 1 MKJ Enterprises Limited

4 Vivek Khemka 1 MKJ Enterprises Limited

5 Shyam Sunder Singhania 1 MKJ Enterprises Limited

6 Kanchan Kumar Dey 1 MKJ Enterprises Limited

7 Sudip Bandyopadhyay 1 MKJ Enterprises Limited

Total 10,000

(ii) Changes in Capital Structure of the Issuer as on last quarter end, for last five

years:

Since the Company has been incorporated on 26th December, 2016, this clause is

not applicable

(c) Changes in its capital structure as on last quarter end, for the last five years:

Since the Company has been incorporated on 26th December, 2016, this clause is not

applicable


CIN No.: U51909WB2016PLC218728 (d) Details of any acquisition or amalgamation in the last 1 year:

There is no acquisition or amalgamation in the last 1year.

(e) Details of any reorganisation or reconstruction in the last 1 year:

There is no reorganisation or reconstruction in the last 1 year.

5.6 Details of the shareholding of the Issuer as on the latest quarter end:

(a) Shareholding pattern of the Issuer as on last quarter end:

S.

No.

Particulars – Name of

Shareholders

Total No

of equity

shares

No. of

Shares

in demat form

Total

Shareholding

as % of total no of equity

shares

1. MKJ Enterprises Limited 9994 - 99.94

2. Mayank Jalan

(Nominee of MKJ Enterprises Limited)

1 - 0.01

3. Manoj Bose


1 - 0.01

4. Vivek Khemka


1 - 0.01

5. Shyam Sunder Singhania


1 0.01

6. Kanchan Kumar Dey


1 - 0.10

7. Sudip Bandyopadhyay

(Nominee of MKJ Enterprises

Limited)

1 - 0.01

Total 10,000 - 100

(b) List of top 10 holders of equity shares of the Issuer as on the latest quarter end:-

S. No.

Particulars – Name of Shareholders

Total No of equity

shares

No. of Shares

in demat

form

Total Shareholding

as % of total

no of equity shares

1. MKJ Enterprises Limited 9994 - 99.94

2. Mayank Jalan


1 - 0.01


CIN No.: U51909WB2016PLC218728 Limited)

3. Manoj Bose


1 - 0.01

4. Vivek Khemka


1 - 0.01

5. Shyam Sunder Singhania


Limited)

1 0.01



Limited)

1 - 0.10



Limited)

1 - 0.01

Total 10,000 - 100

5.7 Details regarding the directors of the Issuer:

The current directors of the Issuer are as follows:

• Mr. Shyam Sunder Singhania(DIN:00990730);

• Mr. Kanchan Kumar Dey (DIN: 02402571);

• Mr. Sudip Bandyopadhyay(DIN: 07586405);

(a) Details of the current directors of the Issuer

S. No

.

Name Designation

Din Age Address Director Of The Issuer

Since

Details Of Other Directorship

1 Shyam Sunder

Singhania

Director 00990730 46 Flat No. 2C, Block-C,

Lake Town

Complex, 862 Jessore

Road, Kolkata-

700055

26/12/2016 • Keventer Capital

Limited

• Trinity Developers

Private Limited

• Century Nirman

Private Limited

• Neelgagan

Infrastructure Private Limited

• Credible Research & Analysis Private

Limited

2 Kanchan Kumar

Dey

Director 02402571 55

69/1,Park Avenue,

Modern

26/12/2016 • Neelgagan

Infrastructure Private Limited


CIN No.: U51909WB2016PLC218728 Park,

Santoshpur, Kolkata-

700075

• Sarkar &

Chowdhury

Enterprises Private Limited

• Keventer Projects

Limited

• Edward Keventer

Private Limited

3 SudipBan

dyopadhy

ay

Director 07586405 44 6, Durgadas

Singh Lane,

22 Byantra Howrah-

711101

26/12/2016 • Debanjali

Dealtrade Private

Limited

No directors of the Issuer appear in the RBI defaulter list and/or Export Corporation

Guarantee Commission of India’s default list.

5.8 Details of the auditor of the Issuer:

(a) Details of the current auditor of the Issuer:

S. No.

Name Address Auditor since

1. ARSK &Associates 22, R.N. Mukherjee Road, 3rd Floor, Kolkata-700001

28/12/2016

(b) Details of change in auditor since last three years:

Not Applicable.

5.9 Details of borrowing of the Issuer:

There are no borrowings in the Company from banks/financial institutions. Details of inter corporate borrowings are given below:

Sr. No. Name of Company Amount (Rs.)

1 MKJ Enterprises Ltd. 774,957

2 Right Innuva Know- How Ltd. (Formerly

known as The Right Address Ltd.)

1,350,000

(c) Details of Preference Shareholders- there are no preference shareholders in the Company

(d) List of Top 10 Preference Shareholders- NA

(e) Details of Debentures: there are no debentureholders in the Company

(f) List of Top 10 Debenture Holders:- NA

(g) The amount of corporate guarantees issued by Issuer

Not applicable.


CIN No.: U51909WB2016PLC218728 (h) Details of Commercial Paper:

Not applicable

(i) Details of rest of the borrowing:

Nil

(j) Details of all default/s and/or delay in payments of interest and Principal Amount, of any

kind of term loans, debt securities and other financial indebtedness including corporate

guarantee issued by the Issuer, in the past 5 years:

Nil

(k) Details of any outstanding borrowings taken/ debt securities issued where taken / 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

5.10 Details of Promoters of the Issuer

Sr. No

.

Name of the shareholders

Total No of Equity

Shares

No of shares in

demat

form

Total shareholdin

g as % of

total no of equity

shares

No. of shares

Pledge

d

% of Shares

pledged

with respect to

shares owned.

1. MKJ Enterprises

Limited

9994 - 99.94 - -

2. Mayank Jalan

(Nominee of MKJ

Enterprises Limited)

1 - 0.01 - -

3. Manoj Bose

(Nominee of MKJ


1 - 0.01 - -

4. Vivek Khemka

(Nominee of MKJ


1 - 0.01 - -

5. Shyam Sunder

Singhania

(Nominee of MKJ


1 - 0.01 - -


(Nominee of MKJ


1 - 0.01 - -



1 - 0.01 - -


CIN No.: U51909WB2016PLC218728 5.11 Abridged version of Audited Consolidated (wherever available) 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.

Not Applicable since the Company has been incorporated on 26th December, 2016

5.12 Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss

statement, and Balance Sheet) and auditors’ qualifications, if any.

AUDITED BALANCE SHEET OF SPEEDAGE TRADE LTD AS ON 28.02.2017

Particulars As at 28th February,2017

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

Share capital 100,000

Reserves and Surplus

(51,510)

2 Non-current liabilities

Long-term borrowings -

Other long-term liabilities -

Long-term provisions -

3 Current liabilities

Short-term borrowings -

Trade payables -

Other current liabilities 214,510

Short-term provisions -

TOTAL

263,000

II. ASSETS

1 Non-current assets

Fixed assets


CIN No.: U51909WB2016PLC218728 -Tangible assets -

-Intangible assets -

-Capital work-in-progress -

Non-current investments -

Long-term loans and Advances -

Other non-current assets -

2 Current assets

Inventories -

Trade receivables -

Cash and Bank balances 113,500

Short-term loans and Advances 149,500

Other current assets -

TOTAL

263,000

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 28.02.2017

Particulars For the year ended

28th February,2017

I. Revenue :

Revenue from operations -

Other income -

Total revenue (I)

-

II. Expenses :

Cost of materials consumed on testing and Analysis -

Direct project development

expenses -

Changes in inventories of work-

in-progress -

Employee benefits expenses -

Finance costs -

Depreciation and Amortisation

expenses -


CIN No.: U51909WB2016PLC218728 Other expenses 51,510

Total expenses (II) 51,510

Profit/(Loss) before tax (I -

II)

(51,510)

III. Tax expenses:

- current tax -

IV. Profit/(Loss) for the period

(51,510)

5.13 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 / continue to invest in the debt securities.

(1) There is no material regulatory proceedings against the Issuer/Promoters having any

material adverse impact or implications on the financials/credit quality.

(2) There are no tax litigations resulting in material liabilities.

5.14 Names of the Debenture Trustee and Consents thereof

The Debenture Trustee for the Debentures being issued under this Issue is VISTRA ITCL

(India) Limited (Formerly known as IL & FS Trust Company Limited).VISTRA ITCL (India) Limited has given its written consent for its appointment as Debenture Trustee to the

Issue and inclusion of its name in the form and context in which it appears in this

Information Memorandum. The consent letter from Debenture Trustee is attached as Annexure III (Letter from the Debenture Trustee).

5.15 Rating

Credit Analysis & Research Ltd.has assigned “BB-”(CARE BB-)rating to the Debentures.

The ratings are not a recommendation to buy, sell or hold securities and Investors should take their own decisions. The rating may be subject to revision, suspension or withdrawal

at any time by the assigning rating agency on the basis of additional information

evaluated by the assigning rating agency and each rating should be evaluated independently of any other ratings.Ratings do not comment on the adequacy of market

price, the suitability of any investment, loan or security for a particular Investor (including without limitation, any accounting and/or regulatory treatment), or the tax-

exempt nature or taxability of payments made in respect of any investment, loan or

security. The Credit Rating Agency is not your advisor, nor is it providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or

actuarial services. The ratings may be raised, lowered, withdrawn or placed on rating watch due to changes in, additions to, accuracy of, or the inadequacy of, information or

for any other reason the Credit Rating Agency deems sufficient.


CIN No.: U51909WB2016PLC218728 Please refer to Annexure II (Rating Letter) of this Information Memorandum for a copy of

the; credit rating letter dated 4th May 2017 issued by Credit Analysis & Research Ltd.

5.16 Stock Exchanges

Bombay Stock Exchange Limited

The Debentures are proposed to be listed on the Whole Debt Market Segment. The

Issuer has obtained an “in-principle” approval from BSE on 14th March, 2017. Please refer

to Annexure VI (In Principle Listing Approvals) for a copy of the in-principle approvals.

5.17 Other Details

(a) Debenture Redemption Reserve

The Issuer will create a debenture redemption reserve as per the provisions of the

Companies Act, or any guidelines issued by the SEBI, as applicable.

(b) Other regulations applicable to the Issue/Debentures

(i) Companies Act, read along with various rules as prescribed by the Ministry of

Corporate Affairs including Section 180(1) (a), Section 180(1) (c), Section 186, Section 71 and Section 77 of Companies Act, 2013.

(ii) Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993.

(iii) Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008.

(c) Application process

For the application process, see Section 8 of the Information Memorandum.

5.18 A Statement containing particulars of the Dates of and Parties to all Material

Contracts/Agreements involving Financial Obligations of the Issuer

Copies of the contracts and documents, referred to below, may be inspected at the

Registered Office of the Issuer between 10.00 a.m. and 12.00 noon on any Business Day (Monday to Friday) until the date of closing of the Issue.

Sr.

No.

Contracts and Authorisations related to present Issue

1. Certified copy of the Memorandum of Association and Articles of Association

2. Certified true copy of the resolution dated 28th February, 2017 passed by the

Board approving the issue of Debentures

3. Certified true copy of the resolution passed by the Members of the Issuer on 24th January, 2017 under section 180(1)(c) of the Companies Act, 2013

4. Certified true copy of the resolution passed by the Members of the Issuer on 24th January, 2017 under section 180 (1)(a) of the Companies Act, 2013

5. Credit rating letter from Credit Analysis & Research Ltd.dated4th May, 2017

6. Letter from VISTRA ITCL (India) Limited (formerly known as IL&FS Trust

Company Limited) giving its consent to act as Debenture Trustees dated 8th March, 2017

7. Copy of the draft Debenture Trust Deed

8. Debenture Trustee Agreement


CIN No.: U51909WB2016PLC218728 9. Deed of Hypothecation

10. Pledge Agreement(s)

11. Power of Attorney

12. Personal Guarantee

5.19 Undertaking to use a Common Form of Transfer

The issue of the Debentures shall be made in dematerialised form. However, the Issuer

will use a common transfer form for physical Debentures if at a later stage there is any

holding in physical form due to the Depository giving any Investor the option to rematerialise the Debentures.

5.20 Information Relating to the Terms of Offer or Purchase

For information relating to the terms of offer or purchase, please refer to the non binding

terms and conditions of the Debentures as set out in Annexure I (Term Sheet). Please

note however that the Debenture Trust Deed will override the terms set out in the Term Sheet.

5.21 Summary Term Sheet

For the non binding terms and conditions of the Debentures, see Annexure I(Term Sheet).

YOU SHOULD READ THE TERMS OF THESE DEBENTURES CAREFULLY AND CONSIDER

THE RISK INVOLVED BEFORE PURCHASING THESE DEBENTURES.


CIN No.: U51909WB2016PLC218728 SECTION 6: RISK FACTORS

An investment in Debentures involves a high degree of risk. Investors should carefully consider each of the following risk factors and all the information set forth in this Prospectus before making an investment in our Debentures. The risks and uncertainties described in this section are not the only risks that the Issuer currently faces. Additional risks and uncertainties not presently known to the Issuer may also have an adverse effect on the Issuer’s business, results of operations and financial condition. If any particular or some combinations of the following risks or other risks that are not currently known actually occur, the business prospects, results of operations and financial condition of the Issuer could be adversely affected. The actual occurrence of such risks will also affect the trading price of the Debentures and the value of your investment could decline or be lost.

6.1 Risks in Relation to the Debentures

(a) The Debentures may not be a suitable investment for all Investors

Potential Investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and

access to professional advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider

the suitability of the Debentures as an investment in the light of their own circumstances

and financial condition. An investment in the Debentures involves risks. These risks may include, among others, equity market risks, bond market risks, interest rate risks, market

volatility and economic, political and regulatory risks and any combination of these and other risks. The Debentures may decline in value and Investors should note that,

whatever be their investment in the Debentures, the cash amount due at maturity will be

an amount such as to provide the yield to maturity of the Debentures to the Investors in accordance with the terms of the Issue.

(b) The Debentures may be illiquid

It is not possible to predict if and to what extent a secondary market may develop in the

Debentures or at what price the Debentures will trade in the secondary market or

whether such market will be liquid or illiquid. As specified in this Information Memorandum, application has been made to list the Debentures on the BSE and an [in-

principle approval has been obtained]. If the Debentures are so listed or quoted or admitted to trading, no assurance is given that any such listing or quotation or admission

to trading will be maintained. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not

listed or quoted or admitted to trading.

The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market or by tender or by private agreement. Any Debentures so purchased

may be resold or surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for holders of the Debentures to realise value for the

Debentures prior to redemption of the Debentures.

(c) Debenture Holders may be subject to taxation related risks

Potential purchasers and sellers of the Debentures should be aware that they may be

required to pay stamp duties or other documentary charges and taxes in accordance with the laws and practices of India. Payment and / or delivery of any amount due in respect

of the Debentures will be conditional upon the payment of all applicable taxes, duties and / or expenses.

Potential Investors who are in any doubt as to their tax position should consult their own

independent tax advisers. In addition, potential Investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to

time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time.


CIN No.: U51909WB2016PLC218728 (d) Interest Rate Risk

All securities where a fixed rate of interest is offered are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when

interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fluctuation in the prices is a function of the existing

coupon, days to maturity and the increase or decrease in the level of prevailing interest

rates. Any increase in rates of interest is likely to have a negative effect on the price of our Debentures.

(e) Downgrading in credit rating

The Issue has been rated by the Credit Rating Agency as having CARE BB-rating. The

Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in

the credit rating may lower the value of the Debentures and may also affect the Issuer’s ability to raise further debts.

6.2 Risks in Relation to the Transaction structure and security

(a) Exercise of powers by the Debenture Trustee is subject to equitable principles

and supervisory powers of courts

The exercise by the Debenture Trustee of the powers and remedies conferred on it under

the Debentures, and the other Transaction Documents, or otherwise vested in it by law,

will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and

the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders.

(b) The right of the Debenture Holders to receive payments under the Debentures will be

junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer

The Debentures will be subordinated to certain liabilities preferred by law such as claims

of the Government of India on account of taxes. Upon an order for winding-up in India, the assets of a company are vested in a liquidator that has wide powers to liquidate such

company to pay its debt and administrative expenses.

6.3 Risks in Relation to Trading

(a) The Company was incorporated on 26th December, 2016. It has not yet commenced any

business activity. However it proposes to undertake trading business. The risks in relation to trading business are minimal.

6.4 Risks in Relation to Indian Market, Economy and Political Situation

(a) Future legal and regulatory obstructions

The central and state governments serve multiple roles in the Indian economy, including

producers, consumers and regulators, which may have a significant influence on us. Future government policies and changes in laws and regulations in India and comments,

statements or policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the Debentures. The timing and content of any new law or

regulation is not within the Issuer’s control and such new law, regulation, comment,

statement or policy change could have an adverse effect on market for and the price of the Debentures.

Further, SEBI, the BSE or other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance of the Debentures

or may result in the Debentures being materially affected or even rejected.

(b) Political instability or changes in the government could delay further liberalisation of the

Indian economy and adversely affect economic conditions in India generally


CIN No.: U51909WB2016PLC218728 Since 1991, successive Indian governments have pursued policies of economic

liberalisation. The role of the Central and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If there is a slowdown in

economic liberalisation or a reversal of steps already taken, it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory

and policy regime.


CIN No.: U51909WB2016PLC218728

SECTION 7: OTHER INFORMATION AND ISSUE PROCEDURE

The Debentures being offered as part of the Issue are subject to the provisions of the

Companies Act, the Memorandum of Association and Articles of Association of the Issuer, the terms of this Information Memorandum, the Application Form and other terms and

conditions as may be incorporated in the Debenture Documents.

7.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely by issuance of transfer instructions to the

Depository by the relevant Debenture Holders subject to and in accordance with applicable laws. Further, the Subscriber shall be entitled to freely assign and/or transfer

the Subscriber’s rights and/or obligations under the Debenture Documents without any

consent or approval. The Debentures shall be transferred and/or transmitted in accordance with the applicable provisions of the Companies Act and other applicable laws

including the rules/procedures as prescribed by the relevant Depositories and the relevant DPs of the transferor or transferee. The transferee(s) should ensure that the

transfer formalities are completed prior to the Record Date. Amounts due in relation to the Debentures will be paid to the person, whose name appears in the register of

debenture holders maintained by the Depositories as on the Record Date (“Register of

Debenture Holders”). In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the

transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialised form shall be followed for transfer of these Debentures.

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

its DP.

7.2 Redemption of Debentures by the Issuer

The prepayment of the Debentures shall be repaid by the Issuer upon mutual agreement of the Issuer and Debenture Trustee at any time after the minimum issuance period of 1

(one) year from the Date of Allotment Debentures i.e., 30th May, 2018 (“Voluntary

Early Redemption Date”).

7.3 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form [within 15 (fifteen) Business Days] from the Date of Allotment. The Issuer has made arrangements with the depositories for

the issue of Debentures in dematerialised form. The DP’s name, DP ID and beneficiary account number must be mentioned at the appropriate place in the Application Form.

The Issuer shall take necessary steps to credit the Debentures allotted to the Depository

account of the Investor. Splitting and consolidation of the Debentures is not applicable in the demat form since the saleable lot is one Debenture.

7.4 Trustee for the Debenture Holder(s)

The Issuer has appointed VISTRA ITCL (India) Limited (Formerly known as IL & FS Trust

Company Limited)to act as trustee for the Debenture Holders. The Issuer and the

Debenture Trustee have entered into the Debenture Trustee Agreement on 6th March, 2017 and the Debenture Trust Deed on 9th May, 2017 inter alia, specifying the powers,

authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holders shall, without further act or deed, be deemed to have irrevocably given their

consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the

Debenture Trustee may in its absolute discretion deem necessary or require to be done

in the interest of the Debenture Holders. Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holders shall discharge the Issuer

protanto to the Debenture Holders. The Debenture Trustee will protect the interest of the Debenture Holders in regard to the repayment of Principal Amount, and yield thereon


CIN No.: U51909WB2016PLC218728 and it will take necessary action, subject to and in accordance with the Debenture

Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the

Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and the Debenture Trust Deed more specifically set out the rights

and remedies of the Debenture Holders and the manner of enforcement thereof. The

Debenture Trustee may be changed or replaced in accordance with the Debenture Trust Deed.

7.5 Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as

exchange, share or part with any financial or other information about the Debenture

Holders available with the Issuer and affiliates; with other banks, financial institutions, credit bureaus, agencies, statutory bodies, only to the extent required under applicable

law and the Issuer and its affiliates, and/or their agents shall not be liable for use of the aforesaid information.

7.6 Debenture Holder not a Shareholder

The Debenture Holders shall not be entitled to any right and privileges of shareholders

(as specified in the Companies Act) other than those available to them under the

Companies Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders

of the Issuer.

7.7 Modification of Debentures

The Debenture Trustee shall not agree to any modification to the terms of the

Debentures or the Debenture Trust Deed without the consent of the Debenture Holders. The Issuer shall notify the BSE and the Debenture Holders of any modification made to

the terms of the Debentures or the Debenture Trust Deed.

7.8 Right to accept or reject Applications

The Board of Directors reserves its full, unqualified and absolute right to accept or reject

any application for subscription to the Debentures, in part or in full, without assigning any reason thereof.

7.9 Notices

Any notice may be served by the Issuer or the Debenture Trustee upon the Debenture

Holders through registered post, recognised overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its registered address

or facsimile number.

All notice(s) to be given by the Debenture Holder to the Issuer or the Debenture Trustee shall be sent by registered post, recognised overnight courier service, hand delivery or by

facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All

correspondence regarding the Debentures should be marked “Private Placement of

Debentures”.

Notice(s) shall be deemed to be effective:

(a) if sent by fax before 5 p.m. on a Business Day in the place to which it is sent, when sent or, if sent by fax at any other time, at 9 a.m. on the next working day

in that place, provided, in each case, that the person sending the fax shall have received a transmission receipt;

(b) if by way of letter, when it has been left at the relevant address or five Business

Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;


CIN No.: U51909WB2016PLC218728 (c) if by way of electronic mail sent by the Debenture Trustee to any person, when it

is sent by the Debenture Trustee unless the Debenture Trustee receives a message indicating failed delivery; and

(d) if by way of electronic mail sent by any person other than the Debenture Trustee, when actually received in readable form by the Debenture Trustee and then only

if it is addressed in such a manner as the Debenture Trustee shall specify for this

purpose.

7.10 Issue Procedure

Only Eligible Investors may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained

therein. The minimum number of Debentures that can be applied for and the multiples

thereof shall be set out in the Application Form. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and

applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the

applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and/or redemptions warrants.

7.11 Application Procedure

Potential Investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum during the period between the Issue Opening Date and

the Issue Closing Date (both dates inclusive). The Issue will be open for subscription during banking hours on each day during the period between the Issue Opening Date

and the Issue Closing Date (both dates inclusive).

7.12 Fictitious Application

All fictitious applications will be rejected.

7.13 Basis of Allotment

Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject

any application, in part or in full, without assigning any reason. Subject to the aforesaid,

in case of over subscription, priority will be given to Investors on a first come first serve basis. The Investors will be required to remit the funds as well as submit the duly

completed Application Form along with other necessary documents to Issuer by the Date of Allotment.

7.14 Payment Instructions

The Application Form must be submitted along with cheque(s) or demand draft(s)

favouring “Speedage Trade Limited”, crossed “Account Payee Only”. Cheque(s) or

demand draft(s) may be drawn on any bank including a co-operative bank, which is a member or a sub-member of the bankers clearing house located at Mumbai. The entire

amount of INR 10,000 per Debenture is payable along with the making of an application. Applicants can alternatively remit the application amount through EFT/RTGS on Pay-in

Date, to the bank account of the Issuer as per the details mentioned in the Application

Form. The ETF/RTGS details of the Issuer are as under:

Beneficiary Name : Speedage Trade Limited

Credit Account No : 9711744593

Centre Location : Apeejay House, 15, Park Street, Kolkata- 700016

Bank : Kotak Mahindra Bank

Branch : Park Street Branch

Account Type : Current


CIN No.: U51909WB2016PLC218728 IFSC Code : KKBK0000322

7.15 Eligible Investors

The following categories of Investors, when specifically approached, are eligible to apply for this private placement of Debentures subject to fulfilling their respective investment

norms/rules and compliance with laws applicable to them by submitting all the relevant

documents along with the Application Form (“Eligible Investors”):

(a) non-banking financial companies incorporated in India;

(b) financial institutions incorporated as companies in India;

(c) foreign institutional investors registered with SEBI;

(d) insurance companies incorporated in India; and

(e) any other body corporate incorporated in India, including, public sector undertakings.

All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue.

Note: Participation by potential Investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian

securities by such categories of persons or entities. Applicants are advised to ensure that

they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and

regulatory advice in relation to the laws applicable to them.

7.16 Procedure for Applying for Dematerialised Facility

(a) The applicant must have at least one beneficiary account with any of the DP’s of

the Depositories prior to making the application.

(b) The applicant must necessarily fill in the details (including the beneficiary

account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.

(c) Debentures allotted to an applicant will be credited to the applicant’s respective

beneficiary account(s) with the DP.

(d) For subscribing to the Debentures, names in the Application Form should be

identical to those appearing in the details with the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear

in the account details maintained with the DP.

(e) Non-transferable allotment advice/refund orders will be directly sent to the

applicant by the R&T Agent.

(f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form” in the Application Form, it will be

deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.

(g) For allotment of Debentures, the address, nomination details and other details of

the applicant as registered with its DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of its

demographic details given in the Application Form vis-a-vis those with its DP. In case the information is incorrect or insufficient, the Issuer would not be liable for

the losses, if any.


CIN No.: U51909WB2016PLC218728 (h) The redemption amount or other benefits would be paid to those Debenture

Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the

beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption

amount or other benefits, till such time that the beneficial owner is identified by

the R&T Agent and its details are conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

7.17 Depository Arrangements

The Issuer shall make necessary arrangement with the Depositories for issue and holding

of Debentures in dematerialised form.

7.18 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of

each Record Date. The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification

number will be given by the R&T Agent to the Issuer. This shall be the list, which will be used for payment or repayment of redemption monies.

7.19 Documents to be provided by Investors

Investors need to submit the following documents, as applicable:

(a) memorandum and articles of association or other constitutional documents (if

any);

(b) Resolution authorising investment;

(c) Certified true copy of power of attorney (if any);

(d) Specimen signatures of the authorised signatories duly certified by an appropriate authority;

(e) Copy of PAN card; and

(f) Duly completed Application Form (including RTGS details).

7.20 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of

availing direct credit of redemption amount and all other amounts payable to the Debenture Holders through EFT/RTGS.

7.21 Succession

In the event of winding-up of a Debenture Holder, the Issuer will recognise the executor

or administrator of the concerned Debenture Holder, or the other legal representative as

having title to the Debentures. The Issuer shall not be bound to recognise such executor or administrator or other legal representative as having title to the Debentures, unless

such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the

matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognise

such holder as being entitled to the Debentures standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity.

7.22 Mode of Payment


CIN No.: U51909WB2016PLC218728 All payments must be made through cheque(s)/draft(s)/transfers/RTGS as set out in the

Application Form.

7.23 Effect of Holidays

Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding

Business Day (if there is not).

7.24 Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or

re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the Debenture Holders at the

office of the R&T Agent of the Corporation at least 15 days before the relevant payment

becoming due.

7.25 Letters of Allotment

The letter of allotment, indicating allotment of the Debentures, will be issued on the Date of Allotment. The aforesaid letter of allotment shall be replaced with the actual credit of

Debentures, in dematerialised form, within 15 (fifteen) Business Days from the Date of Allotment. The Debentures will be first issued in physical form for the purposes of

payment of stamp duty and once stamp duty is paid thereon, the dematerialised credit

shall occur.

7.26 Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Date of Allotment. The Date of Allotment for the Issue is 31st May, 2017 by which date the

Investors would be intimated of allotment.

7.27 Record Date

The Record Date will be 15 (fifteen) days prior to any Due Date.

7.28 Refunds

For applicants whose applications have been rejected or allotted in part, refund orders

will be dispatched within 7 (seven) days from the Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which

allotments have been made, the R&T Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

7.29 PAN Number

Every applicant, if applicable, should mention its PAN allotted under Income Tax Act,

1961, on the Application Form and attach a self-attested copy as evidence.

7.30 Payment on Redemption

No action is required on the part of the Debenture Holder(s) for redemption purposes

and the redemption proceeds will be paid by cheque/fund transfer/RTGS/EFT to those Debenture Holders whose names appear on the list of beneficiaries maintained by the

R&T Agent. The names would be as per the R&T Agent’s records on the Record Date

fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of

the Debenture Holders whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date.


CIN No.: U51909WB2016PLC218728 The Debentures shall be taken as discharged on payment of the redemption amount by

the Issuer on maturity to the registered Debenture Holders whose name appears in the Register of Debenture Holders on the Record Date. On such payment being made, the

Issuer will inform the relevant Depository and accordingly the account of the Debenture Holder(s) with the relevant Depository will be adjusted.

On the Issuer dispatching the amount as specified above in respect of the Debentures,

the liability of the Issuer shall stand extinguished.

7.31 Refund

If the listing of the Debentures is not completed within 10 days from the Date of Allotment, the Issuer shall forthwith redeem the Debentures at a price equal to the Debt

accrued till the date of such redemption.

7.32 Governing Law and the Jurisdiction of the Courts

The Debentures are governed by and shall be construed in accordance with Indian law.

Any dispute arising out of or connected with this Issue shall be resolved by arbitration having its seat New Delhi conducted in English by a single arbitrator in English in

accordance with the (Indian) Arbitration and Conciliation Act, 1996.

The Issuer irrevocably and generally consents in respect of any proceedings anywhere in

connection this Issue or the Debenture to the giving of any relief or the issue of any

process in connection with those proceedings including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of their use or

intended use) of any order or judgment which may be made or given in those proceedings.

Nothing contained in this paragraph shall limit any right of the Debenture Trustee or the

Debenture Holders to take proceedings in any other court or tribunal of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the

taking of proceedings in any other jurisdiction whether concurrently or not.

Disclaimer: Please note that only those persons to whom this Information

Memorandum 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 list of documents provided above is

only indicative, and an Investor is required to provide all those documents / authorizations / information, which are likely to be required by the Issuer. 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, guidelines and notifications. Each of the

above categories of Investors is required to check and comply with extant rules, regulations, guidelines, notifications and laws. 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, or required to check or confirm the same.


CIN No.: U51909WB2016PLC218728 ANNEXURE I: TERM SHEET

SUMMARY OF TERMS

1. Security Name 15% Secured/Collateralized 2022 NCDs issued by Speedage Trade Limited

2. Issuer Speedage Trade Limited (“Issuer”)

3. Promoters MKJ Enterprises Ltd., Keventer Agro Limited, Mr. Mayank Jalan and the persons mentioned in Schedule 1

4. Type of Instrument

Redeemable Non-Convertible Debentures

5. Nature of Instrument

Secured

6. Seniority Senior. All debt will be subordinated to this NCD and any new debt will be subject to a NOC by the Debenture Holder/Debenture Trustee.

7. Mode of Issue Private placement

8. Eligible Investors

Following are the eligible investors, subject to applicable laws: • Banks and Financial Institutions;

• FPI registered with SEBI; • Mutual Funds; • Non Banking Financial Companies; • Public Financial Institutions (as defined under Section

4A of the Companies Act);

• Insurance Companies; • Mutual Funds; • Provident and Pension and Gratuity Funds;

• Companies and Bodies Corporate including Public Sector Undertakings; and

• Partnership Firms.

9. Listing (including name of stock exchange where it will be listed and timeline for listing)

The NCDs are proposed to be listed on the Wholesale Debt Market segment of Bombay Stock Exchange Limited (“BSE”) in accordance with applicable law, within such period as may be required in applicable law (which is currently 15 (fifteen) days from the Date of Allotment). Listing would be done within the period required under applicable law. In the event the NCDs are not listed on BSE within the period required under applicable law, the Promoters shall, subject to prior written consent of the Debenture Holders, purchase the Debentures by themselves or shall ensure that any Person (a third party) purchases the same and/or the Issuer shall, subject to prior written consent of the Debenture Holders, redeem


CIN No.: U51909WB2016PLC218728

the Debentures and shall forthwith refund the entire Subscription Amounts received for such Debentures to the Subscribers, in any case not later than5 (five) days from the occurrence of the Non-Listing Event, together with all amounts of Interest on the Subscription Amounts at the Coupon Rate, to be computed from the applicable Date of Allotment up to the date of actual refund of Subscription Amounts to the Subscribers along with all costs and expenses as may be determined by the Debenture Holders.

10. Rating of the Instrument

Credit Analysis & Research Ltd. has been appointed to undertake the credit rating of the Issuer before issuing the NCDs.

11. Issue Size Rs. 60,00,00,000/- (Rupees Sixty Crore only

12. Commitment Fee NIL

13. Option to retain oversubscription (Amount)

Not applicable

14. Objects of the Issue

The objects of the issue inter alia includes the following:

• Investment by the Issuer in KAL; and

• Such other purpose as determined by the

Debenture Trustee.

15. Details of utilization of proceeds

The Issuer undertakes that the proceeds received by it from the Issue may be applied for:

• Investment by the Issuer in KAL; and

• Such other purpose as determined by the

Debenture Trustee.

16. Coupon rate 15% (fifteen percent) per annum (subject to withholding tax) for the tenor of the NCDs, payable quarterly i.e. on or before the last date of eachquarter of the financial year.

17. Step Up/ Step Down Coupon Rate

Not applicable

18. Coupon Payment Frequency

Quarterly

19. Coupon Type The coupon rate shall be fixed at 15% (fifteen percent) per annum (subject to withholding tax).

20. Mode and Date of payment of Coupon

• An interest at the rate of 10% per annum on the Outstanding Amount shall accrue on a daily basis and be payable every 3 (three) monthsin arrears from the relevant Date of Allotment.

• The balance interest at the rate of 5% per annum on the Outstanding Amountshall accrue on a daily basis and will be payable on the relevant Redemption Date,


CIN No.: U51909WB2016PLC218728

unless already paid by the Issuer before such relevant Redemption Date.

21. Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor, etc.)

Not applicable

22. Day Count Basis Actual/ 365 or 366 in case of leap year

23. Interest on Application Money

Nil

24. Default Interest Rate

If payment of any amount due to a Debenture Holder is not made for a period of 30 (thirty) days or more from their respective dates of payment as specified in the Debenture Documents, as the case may be, the Debenture Trustee and/or the Debenture Holder shall be entitled to seek accelerated payment (“Accelerated Payment”) of the Subscription Amounts, the Outstanding Amounts, the Initial Interest, the Balance Interest and the Default Interest, in cash, within 20(twenty)days from the date of occurrence of such default.

25. Tenor

The NCDs shall have a term of 5 (five) years. Redemption Amount shall be payable on expiry of the period as aforesaid. The minimum tenure of the NCDs shall be 1 (one) year. The Issuer may decide to cause early redemption of all (but not some) of the Debentures along with Outstanding Amount at any time after 1 (one) year from the Date of Allotment,

26. Redemption Date

The Redemption Date is the actual date of redemption of NCDs, whether on final maturity upon the expiry of 5 (five) years from the Date of Allotment of NCDs or upon prepayment.

27. Redemption Amount

Principal Amount together with accrued interest (including compounding interest), Redemption Premium, any applicable default interest and all other monies due and payable in relation to the NCDs.

28. Redemption Premium

NIL

29. Prepayment

The NCDs may be prepaid by the Issuer at any time after 1 (one) year from the Date of Allotment of the NCDs i.e. 30th May, 2018.

30. Debenture Redemption

The Issuer shall create a Debenture Redemption Reserve (“DRR”) in accordance with applicable law.


CIN No.: U51909WB2016PLC218728

Reserve

31. Issue Price INR 10000 (Indian Rupees Ten Thousand only) per NCD

32. Discount at which security is issued and the effective yield as a result of such discount

Nil. Issuance at par.

33. Put Option Date Not applicable

34. Put Option Price Not applicable

35. Call Option Date Not applicable

36. Call Option Price Not applicable

37. Put Notification Time

Not applicable

38. Call Notification Time

Not applicable

39. Face Value INR 10000(Indian Rupees Ten Thousand only) per NCD

40. Minimum Application in multiples of 1 Debt Securities thereafter

All NCDs

41. Issue Opening Date

30th May, 2017

42. Issue Closing Date

31st May, 2017

43. Pay-in Date 31st May, 2017

44. Date of Allotment

31st May, 2017

45. Issuance mode of the Instrument

Dematerialized form

46. Trading mode of the Instrument

Dematerialized form

47. Settlement mode of the Instrument

Payment of interest and repayment of principal shall be made by way of cheque(s) / interest / redemption warrant(s) / demand draft(s) / credit through direct credit / NECS / RTGS / NEFT mechanism and any other prevailing mode of payment as requested by the NCD holders from time to time.

48. Depository National Securities Depository Limited (NSDL) and/or Central Depository Services (India) Limited (CDSL)

49. Business Day “Business Day” shall be a day on which commercial banks


CIN No.: U51909WB2016PLC218728

Convention are open for business in Kolkata and Mumbai, India and Mauritius. If any coupon payment date falls on a day which is not a Business Day, then payment of the coupon amount shall be made on the immediately following business day and if the Redemption Date is not a Business Day, then the payment date for principal repayment and accrued interest shall be the immediately preceding Business Day.

50. Record Date [●] ([●]) days prior to each Coupon Payment / Redemption Date for determining the beneficiaries of the NCDs for the Coupon Payment and/ or principal repayment.

51. Debenture Trustee

Vistra (ITCL) India Limited or any other trustee as the Investor may so desire.

52. Security (including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security)

Subject to payment to the secured lenders, the NCDs shall be secured by the following: (i) Pledge of Shares of Keventer Agro Ltd. held by MKJ

Enterprises Ltd., MKJ Developers Ltd., Edward Keventer Private Ltd. and Issuer (to be acquired out of the proceeds from the issue of debentures);

(ii) hypothecation and charge over all dividends that one of the Promotersi.e. Mr. Mayank Jalan may receive from Bengal NRI Complex Ltd and such charge shall extend to the bank account/s where such dividends shall be deposited;

(iii) personal guarantee of one of the Promotersi.e. Mr. Mayank Jalan in the form and manner acceptable to the Debenture Trustee; and

(iv) any other security as may be provided by the Issuer and/or the Promoters as per the requirement of the Debenture Trustee.

The Issuer shall at all times maintain 150% (one hundred and fifty Percent) asset cover sufficient to discharge the Principal Amount for the NCDs issued. In case of delay in execution of Debenture Trust Deed and charge documents, the Issuer shall forthwith refund the Principal Amount along with interest at the Coupon Rate and penal interest of at least 4% per annum over the Coupon Rate till these conditions are complied with at the option of the Investor.

53. Demat Credit The Issuer should ensure the Demat Credit is issued to


CIN No.: U51909WB2016PLC218728

investors within 15 Business Days from the Date of Allotment of the NCDs.

54. Transaction Documents

• Information Memorandum • Debenture Trustee Appointment Agreement • Debenture Trust Deed • Deed of Hypothecation • Personal Guarantee by Mr. Mayank Jalan, Promoter • Power of Attorney by the Promoters in relation to

creation of pledge • Credit Rating Letter

• Letter appointing registrar • Tripartite agreement with NSDL/ CDSL • Listing agreement with BSE • Any other documents in relation to the NCDs which may

be executed between the Issuer and the NCD holder pursuant to the transaction contemplated in the above documents.

55. Conditions Precedent to Disbursement

As provided in Schedule 3 of the Debenture Trust Deed

56. Conditions Subsequent to Disbursement

As provided in Schedule 4 of the Debenture Trust Deed

57. Events of Default The following shall be events of default: (i) default in making payment of any amount payable

under this Term Sheet or the Transaction Documents or in relation to the NCDs;

(ii) default in maintenance of 150% (one hundred and fifty Percent) security/ asset cover;

(iii) breach of terms, covenants, obligations or undertakings of the Issuer under the Term Sheet or any of the Transaction Documents;

(iv) breach of the representations of the Issuer under the Transaction Documents;

(v) winding up (voluntary or otherwise), dissolution, bankruptcy or insolvency of the Issuer; and

(vi) occurrence of a material adverse effect. These events of default are only indicative and additional events of default may be included in the Transaction Documents. Consequences of Event of Default: Upon occurrence of an event of default, the Debenture Trustee shall have the right to exercise one or more or a combination of any of


CIN No.: U51909WB2016PLC218728

the following rights: (i) invoke the security; and/or (ii) accelerate payment of the Principal Amount,

Redemption Premium and/or Interest.

58. Provisions related to Cross Default Clause

Any breach or default by the Issuer and/or the Promoters under the Shareholders Agreement executed between the Keventer Agro Limited, Mandala Swede SPV and the persons mentioned in Schedule 1, and/or breach of the charter documents of the Issuer and/or breach of any financing documents executed by the Issuer will be considered as an event of default under this Term Sheet and/or the Transaction Documents.

59. Roles and Responsibilities of Debenture Trustee

The Issuer shall appoint a Debenture Trustee for the benefit of the NCD holders. The Issuer will enter into a Debenture Trust Deed inter alia specifying the roles, responsibilities, powers and obligations of the Issuer and the Debenture Trustee in respect of the NCDs. The roles and responsibilities of the Debenture Trustee will inter alia include holding the security, if any, for and on behalf of the Debenture Holders and shall be in accordance with the provisions of the SEBI (Debenture Trustee) Regulations, 1993, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, the Companies Act, 2013 and simplified listing agreements, as may be amended from time to time.

60. Governing Law and Jurisdiction

This Term Sheet shall be governed by the laws of India,

without regard to conflict of law principles and shall be

subject to the arbitration provision as mentioned below.

The courts in New Delhi shall have the exclusive

jurisdiction to deal with any disputes arising out of this

term sheet.

61. Arbitration Any disputes, differences, arising out of or in connection

with this term sheet shall be settled by way of arbitration

to be conducted before a sole arbitrator and the arbitration

shall be administered and conducted in accordance with

the rules of the(Indian) Arbitration and Conciliation Act,

1996. The seat of Arbitration shall be New Delhi. The

language of the arbitration shall be English. Each Party

involved in such arbitration shall pay its own legal fees and

expenses in connection with such arbitration and the

persons involved therein shall share equally the fees and

expenses of the Sole Arbitrator.

62. Costs and Expenses

All costs and expenses in relation to the issuance of the NCDs and enforceability of the rights of the NCD holders viz. stamp duty on the Transaction Documents, legal fees,


CIN No.: U51909WB2016PLC218728

statutory payments etc. shall be borne by the Issuer.

63. Amendments This term sheet is subject to further changes, based on the final discussion amongst the parties. The term sheet shall be suitably amended/ modified to reflect the final agreed terms.


CIN No.: U51909WB2016PLC218728 ANNEXURE II: RATING LETTER

ENCLOSED AS ANNEXURE II

~~ Ratings ~~Professional Risk Opinion Analyticlll EutilellCf

CARE/KRO/Rl/2017-18/110SMr. Kanchan Kumar DeyDirectorSpeedage Trade limited2, N C Dutta Sarani, Sagar Estate, 3rd Floor, Unit NO.1,2Kolkata - 700001

May 04,2017Confidential

Dear Sir,Credit rating for proposed Non-Convertible Debenture issue

Please refer to your request for rating of proposed long term non-convertible debenture (NCD)issue aggregating to RS.60 crore of your company. The proposed NCDs would have tenure of 5years with bullet repayment at the end of fifth year.

2 The following ratings have been assigned by our Rating Committee:

Instrument Rated Amount Outstanding Amount Rating • Remark(Rs. crore) (Rs. crore)

Proposed Non- 60.00 0.00 CAREBB-; Stable AssignedConvertible (Double B

Debentures issue Minus; Outlook:Stable)

Total Instrument 60.00 0.00(Rs. Sixty Crore {Nil}

Only)

3 ReferAnnexure 1 for details of rated facilities.4 The rationale for this rating will be communicated to you separately.5 Please arrange to get the rating revalidated, in case the proposed issue is not made within a period

of six months from the date of our initial communication of rating to you (May 03,2017.)6 In case there is any change in the size or terms of the proposed issue, please get the rating

revalidated.7 Please inform us the details of issue [date of issue, name of investor, amount issued, interest rate,

date of payment of interest, date and amount of repayment etc.] as soon as the NCDs have beenplaced.

8 Kindly arrange to submit to us a copy of each of the documents pertaining to the NCD issue,including the offer document and the trust deed.

9 CAREreserves the right to undertake a surveillance/review of the rating from time to time, basedon circumstances warranting such review, subject to at least one such review/surveillance everyyear.

10 CAREreserves the right to revise/reaffirm/withdraw the rating assigned as also revise the outiook,as a result of periodic review/surveillance, based on any event or information which in the opinionof CAREwarrants such an action. In the event of failure on the part of the entity to furnish suchinformation, material or clarifications as may be required by CAREso as to enable it to carry out

• Completedefinitions of the ratingsassignedare availableat www.careratings.comand in other CAREpublications.

C1N-l67190MH1993PlC071691

CREDITANALYSIg'~ESE'AikH lTD.

CORPORATE OFFICE: 4- Floor, Godrej Coliseum, Somaiya Hospital Road.Off Eastern Express Highway, Sion (E). Mumbai 400 022.Tel.: +91.22-6754 3456; Fax:+91-22.6754 3457Email: [email protected] I www.careratings.com

3rd Floor. Prasad Chambers, (Shagun MaJl Bldg.)lOA. Shakespeare Saranl,Kolkata 700 071

Tel: +91-33-4018 1600 I 02Fax:+91.33.4018 1603

http://www.careratings.com

mailto:[email protected]


continuous monitoring of the rating of the debt instrument, CAREshall carry out the review on thebasis of best available information throughout the life time of such instrument. In such cases thecredit rating symbol shall be accompanied by "ISSUERNOT COOPERATING".CAREshall also beentitled to publicize/disseminate all the afore-mentioned rating actions in any manner consideredappropriate by it, without reference to you.

11 Users of this rating may kindly refer our website www.careratings.com for latest update on .theoutstanding rating.

12 CAREratings are not recommendations to buy, sell or hold any securities.If you need any clarification, you are welcome to approach us in this regard. We are indeed,grateful to you for entrusting this assignment to CARE.Thanking you,Yours faithfully,

KeunJ McJ"aj[Kamal Mahipal]

Analystkamal. [email protected]

Enc!.:As above

,~q-r-'[Rich~ Bagaria]

[email protected]

DisclaimerPRE's ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concernedbank facilities or to buy, sell or hold any security. CARE has based its ratings/outlooks on information obtained from sourcebelieved by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of annformation and is not responsible for any errors or omissions or for the results obtained from the use of such information. Mas~ntitjes whose bank facilities/instruments are rated by CAREhave paid a credit rating fee, based on the amount and type of bana c iIities/i nstruments.In case of partnership/proprietary concerns, the rating/outlook assigned by CARE is based on the capital deployed by.thepartners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case 0

twithdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance andpther relevant factors.

Page 2 of 3

CREDIT ANALYSIS & RESEARCH LTD.3rd Floor, Prasad Chambers, (Shagun Mall Bldg.), 10A, Shakespeare Sarani, Kolkata 700 071.

Tel: +91-33-4018 1600 I 02 I Fax: +91.33.4018 1603 I Email: [email protected] I www.careratings.comCIN-L67190MH1993PlC071691






Annexure 1(Rs.Crore)

Sr. Type of Instrument Rated Amount Tenor Repayment TermsNo.1. Proposed Non-Convertible 60.00 5 years Bullet repayment at the end

Debentures Issue of 5 years-otal 60.Oc

Page 3 of 3

CREDIT ANALYSIS & RESEARCH LTD.

3rd Floor, Prasad Chambers. (Shagun Mall Bldg.), lOA, Shakespeare Sarani, Kolkata 700 071.Tel:+91.33.4018 1600 I 02 I Fax:+91.33.4018 1603 I Email:[email protected] I www.careratings.com

CIN.l67190MH1993PlC071691




CIN No.: U51909WB2016PLC218728 ANNEXURE III: LETTER FROM THE DEBENTURE TRUSTEE

ENCLOSED AS ANNEXURE III


CIN No.: U51909WB2016PLC218728 ANNEXURE IV: APPLICATION FORM FOR DEBENTURES

Speedage Trade Limited

A public limited company incorporated under the Companies Act, 2013

Date of Incorporation: 26th December, 2016; Registered Office: Sagar Estate, 3rdFloor, Unit No. 1, 2 Clive Ghat Street, Kolkata - 700001; Telephone No.: [033 22304571]; Fax No: [033 22487669],

Contact Person: Mr.Kanchan Kumar Dey

Private and Confidential (Not for circulation)

Serial No._______________

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

APPLICATION FOR ISSUE OF LISTED, RATED, SECURED AND REDEMEEABLE NON

CONVERTIBLE DEBENTURE OF FACE VALUE OF INR 10,000EACH, AGGREGATING UPTOINR 600,000,000 (“DEBENTURES”), FULLY PAID UP FOR CASH AT PAR TO THE

FACE VALUE

Dear Sirs,

Having read and understood the contents of the information memorandum dated _____

(“Information Memorandum”), I/We apply for allotment to me/us of the Debentures. The amount payable on application as shown below is remitted herewith. On allotment, please place

my/our name(s) on the Register of Debenture Holders under the issue. I/We bind myself/ourselves by the terms and conditions as contained in the Information Memorandum.

DEBENTURES APPLIED FOR:

(Minimum application of ____ Debentures, in increments of ____ Debenture)

Number of Debentures________ In words __________________________________

Amount INR __________________ in words Rupees __________________________

DETAILS OF PAYMENT THROUGH CHEQUE/DEMAND DRAFT:

Cheque / Demand Draft

No. _____________ Drawn on_____________________________________________

Funds transferred to Issuer

Dated ____________

Total Amount Enclosed

(In Figures) _____________ (In words) ______________________________________

DETAILS OF PAYMENT THROUGH EFT/RTGS:

Remittance particulars

Mode of

remittance

Date of remittance Name of the remitting bank and branch

EFT


CIN No.: U51909WB2016PLC218728 RTGS

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____

WE ARE( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

WE CONFIRM RESIDENTIAL STATUS AS ( )INDIAN ( ) FOREIGN ____________ (PLEASE

SPECIFY JURISDICTION)

TAX STATUS NON EXEMPT ( ) EXEMPT ( ) (IF EXEMPT PLEASE SPECIFY) ____________

(IF EXEMPT, PLEASE PROVIDE SUPPORTING DOCUMENTS FROM INCOME TAX AUTHORITIES)

We have read and understood the Terms and Conditions of the issue of the Debentures including the Risk Factors described in the Information Memorandum dated and have considered these in

making our decision to apply. We bind ourselves to these Terms and Conditions and wish to

apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Debenture Holders.

Name of the Authorised Signatory(ies)

Designation Signature

___________________________________________

Applicant’s Signature

We the undersigned, are agreeable to holding the Debentures of the Issuer in dematerialised form. Details of my/our Beneficial Owner Account are given below:

Details for Issue of Debentures in Electronic/Dematerialised Form

DEPOSITORY NSDL ( ) CDSL ( )

DEPOSITORY PARTICIPANT NAME


CIN No.: U51909WB2016PLC218728 DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

The amount payable on application as shown below is remitted herewith provided that we shall not be required to pay any amounts towards the Debentures unless the conditions precedent set

out in the Debenture Trust Deed have been satisfied. On allotment, please place our name(s) on

the Register of Debenture Holders. We bind ourselves to the terms and conditions as contained in the Information Memorandum, the Debenture Trust Deed and related documentation and we

confirm that the Issuer is also bound by the same.

We understand that SEBI registered foreign institutional investors (“FIIs”)/sub-accounts of

foreign portfolio investors (“FPIs”) can now invest in primary issues of non-convertible

debentures/bonds only if listing of such bonds/non-convertible debentures is committed to be done within 15 days of such investment. In case the Debentures issued to us are not listed within

15 days of issuance for any reason, then we shall immediately dispose of these Debentures either by way of sale to a third party or to the Issuer.

We understand and confirm that the information provided in the Information Memorandum is

provided by the Issuer and the same has not been verified by any legal advisors to the Issuer and/or any of its affiliates and other intermediaries and their agents and advisors associated with

this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these

Debentures and have not relied on any representations made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as

mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence

of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above

mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary

Account for any reason whatsoever, the Issuer shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form, without assigning any reason whatsoever.

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures. We

undertake that upon sale or transfer to subsequent investor or transferee (“Transferee”), we shall convey all the terms and conditions contained herein and in this Information Memorandum

to such Transferee.

___________________

Applicant’s Signature

FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note : Cheque and Drafts are subject to realisation)


CIN No.: U51909WB2016PLC218728 -------------------------------------------------(TEAR HERE)--------------------------------------------

Speedage Trade Limited- ACKNOWLEDGMENT SLIP

(To be filled in by Applicant)SERIAL NO.

Received from _______________________________________________

Address________________________________________________________________

______________________________________________________________________

Cheque/Draft/UTR # ______________ Drawn on _______________________________ for

INR _____________ on account of application of _____________________ Debenture

Remittance particulars

Mode of

remittance

Date of remittance Name of the remitting bank and

branch

STEPS

RTGS

1. Application must be completed in full BLOCK LETTERS IN ENGLISH except in case of signature.

2. Applications, which are not complete in every respect, are liable to be rejected.

3. Payments must be made by RTGS [or cheque marked ‘A/c Payee only’ or bank draft] drawn in favour of “Speedage Trade Limited” and as per the following details:

Beneficiary Name : Speedage Trade Limited

Credit Account No : 9711744593

Bank : Kotak Mahindra Bank

Branch : Apeejay House, 15 Park Street, Kolkata- 700 016

IFSC Code : KKBK0000322

4. [Cheque or bank draft should be drawn on a scheduled bank payable at Kolkata.]

5. Exemption from TDS shall be granted against Income Tax Recognition Certificate granted by

Income Tax Authorities.

The Original Application Form along with relevant documents should be forwarded to the Registered Office of the Issuer to the attention of Compliance Officer, on the same day the

application money is deposited in the Bank. A copy of PAN Card must accompany the application.

6. In the event of debentures offered being over-subscribed, the same will be allotted in such manner and proportion as may be decided by the Issuer.

7. The debentures shall be issued in demat form only and subscribers may carefully fill in the

details of Client ID/DP ID.

In the case of application made under Power of Attorney or by corporate entities, following

documents (attested by Issuer Secretary /Directors of such entity) must be lodged along with


CIN No.: U51909WB2016PLC218728 the application or sent directly to the Issuer at its Registered Office to the attention of

Compliance Officeralong with a copy of the Application Form:

a. Certificate of Incorporation and Memorandumof Association and Articles of

Association;

b. Resolution of the Board of Directors of the applicant and identification of those who

have authority to operate the account;

c. Power of attorney granted to its managers, officers or employees to transact business on its behalf;

d. Any officially valid document to identify the beneficiaries and those holding Power of Attorney;

e. Certificate of registration;

f. Telephone Bill; and

g. PAN (otherwise exemption certificate by IT authorities).

8. The attention of applicants is drawn to Sub-Section (1) of Section 38 of the Companies Act, 2013, which is reproduced below:

“Any person who

a. makes or abets making of an application in a fictitious name to a company for

acquiring, or subscribing for, its securities; or; or

b. makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing; or

c. otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name,

shall be liable for action under Section 447.”

9. The applicant represents and confirms that it has understood the terms and conditions of the debentures and is authorised and eligible to invest in the same and perform any obligations

related to such investment.

10. No interest on application money will be payable.


CIN No.: U51909WB2016PLC218728 ANNEXURE V: AUDITED FINANCIAL STATEMENTS AS ON 28/02/2017

ENCLOSED AS ANNEXURE V


CIN No.: U51909WB2016PLC218728 ANNEXURE VI: IN-PRINCIPLE LISTING APPROVALS