Information Memorandum SPR SPR.pdfthe Registrar of Companies, Tamilnadu, Chennai, ... INFORMATION...

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INFORMATION MEMORANDUM FOR ISSUE OF DEBENTURES

Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of a Prospectus and has been prepared in accordance with the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and as amended in 2012 Dated: 23 September, 2014 Serial No. 1

SPR CONSTRUCTION PRIVATE LIMITED Registered Office: 57, NARAYANA MUDALI STREET, SOWCARPET, CHENNAI – 600 079

Tel. No.: 044 4216 5542; Fax: 044 2538 2708; Website: www.sprgroup.com The company was incorporated on 6th November 2009 as Private Limited Company under the provisions of the Companies Act,1956 with the Office of the Registrar of Companies, Chennai-6, Tamilnadu. The company received the Certificate of Incorporation from the Registrar of Companies, Tamilnadu, Chennai, Andaman and Nicobar Islands. INFORMATION MEMORANDUM FOR ISSUE BY WAY OF PRIVATE PLACEMENT BY SPR CONSTRUCTION PRIVATE LIMITED(THE “ISSUER” OR THE “COMPANY”) OF SECURED, RATED, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES (“DEBENTURES”) OF A FACE VALUE OF INR 10,00,000/- EACH WITH MARKETABLE LOT OF ONE DEBENTURE FOR CASH AGGREGATING TO INR 120 CRORES(THE “ISSUE”)

GENERAL RISKS Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Issue has not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

RISK IN RELATION TO THE SECURITY The Issuer is obliged to provide security for the Debentures. However, the value of the security provided for the Debentures may decrease from time to time and may not at all times be sufficient to cover the liabilities of the Issuer in relation to the Debentures. [Certain part of the security proposed to be created for the Debentures will be created and perfected after the allotment of the NCDs. No-objection certificates/no dues certificates required to be obtained from the existing lenders of the Issuer prior to further borrowings and creation of first ranking pari passu security in favour of the Debenture Trustee (holding the security on behalf of the Debenture Holders) are not being obtained upfront. However, this risk is mitigated as the Issue proceeds are proposed to be used to repay certain existing indebtedness of the Issuer from Piramal Finance Private Limited and Indian Overseas Bank.Failure to create and perfect security for the Debentures within the stipulated timelines will result in an event of default under the Debenture Trust Deed.

ISSUERS ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING “BWR BB-” (pronounced as “BWR Double B Minus”) by M/s. BRICKWORK RATINGS INDIA PVT. LTD for these Debentures. The ratings are opinions on credit quality and not a recommendation to buy, sell or hold any security and the Investors should take their own decision. The rating agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. M/s. BRICKWORK RATINGS INDIA PVT. LTD does not guarantee the accuracy, adequacy or completeness of any information and does not assume any responsibility for any errors or omission or for the results obtained from the use of such information. The rating may be subject to suspension, revision or withdrawal at any time by the rating agency, in particular, on the basis of new information or unavailability of information or such circumstances which the rating agency believes may have an impact on its rating. For further details including in respect of the rationale for the credit rating, please refer to the Rating Rationale. Most entities whose instruments are rated by M/s. BRICKWORK RATINGS INDIA PVT. LTD have paid a credit rating fee, based on the amount and type of instruments.

LISTING The Debentures are proposed to be listed on the Whole Sale Debt Market Segment (“WDM Segment”) of the BSE Limited (“BSE”] “Stock Exchange”). The BSE pursuant to its letter dated [●] has given its in-principle approval to list the Debentures.

ISSUE PROGRAMME ISSUE OPENING DATE 23 September, 2014*

ISSUE CLOSING DATE 30 September, 2014*

*The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription at the commencement of banking hours and close at the close of banking hours. The Issue shall be subject to the terms and conditions of this Information Memorandum filed with the Stock Exchange and other documents in relation to the Issue.

ARRANGER DEBENTURE TRUSTEE REGISTRARS TO THE ISSUE

Private & Confidential – For Private Circulation Only Dated: 23 September, 2014 Serial No.1

Address: Piramal Fund Management Private Limited Piramal Towers, Ganpatrao Kadam Marg, Lower Parel (W), Mumbai, Maharashtra 400 013 Tel: 022-61513602 Fax: 022-61513646 Email:[email protected] Contact Person: Mr.Krishna Kumar Website: www.piramal.com

Address: IDBI Trusteeship Services Ltd Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001 Tel: +91 22 4080 7000 Fax: +91 22 6631 1776 Email:[email protected] Contact Person: Mr Omkar Bendre Website: www.idbitrustee.com

Address: TSR DARASHAW Pvt Ltd 6/10, Haji Musa, Atrawala Industrial House, 20, Dr. E. Moses Road, Near Famous Studio, Mahalakshmi, Mumbai 400011 Tel: +91 22 6617 8554 Fax: + 91 22 6656 8494 Email: [email protected] Contact Person: Mr.Deepak Tambe Website: www.tsrdarashaw.com


TABLE OF CONTENTS

DEFINITIONS AND ABBREVIATIONS ............................................................................................................................................................................ 1 DISCLAIMERS ........................................................................................................................................................................................................................ 5 ISSUER PROFILE ................................................................................................................................................................................................................... 7 B OFFERING INFORMATION- REGULATORY DISCLOSURES .................................................................................................................. 10 C OTHER INFORMATION AND ISSUE PROCEDURE ..................................................................................................................................... 21 DECLARATION ...................................................................................................................................................................................................................... 29 ANNEXURE 1: TERMSHEET ............................................................................................................................................................................................ 30 ANNEXURE 2: ....................................................................................................................................................................................................................... 42 CREDIT RATING LETTER FROM [●]............................................................................................................................................................................ 42 ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE ................................................................................................................... 43 ANNEXURE 4: APPLICATION FORM ........................................................................................................................................................................... 44 ANNEXURE 5: CASH FLOW ILLUSTRATION ............................................................................................................................................................ 47 ANNEXURE 6: FINANCE STATEMENTS ...................................................................................................................................................................... 48 ANNEXURE 7: STOCK EXCHANGE IN-PRINCIPLE APPROVAL......................................................................................................................... 49


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DEFINITIONS AND ABBREVIATIONS

Act

The Companies Act, 1956 as replaced and modified by Companies Act, 2013 (as amended, modified and/or supplemented, from time to time) and/or any other law enacted by the Parliament of India to consolidate and amend the law relating to companies.

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue

Annual Redemption Reserve Amount

The amount to be maintained by the Issuer, equivalent to or greater than the requirements specified in Applicable Law (including Section 117C of the Act and the circular 04/ 2013 (No. 11/02/2012-CL-V) of the Ministry of Corporate Affairs

Applicable Law

Any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any governmental authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any governmental authority having jurisdiction over the matter in question, whether in effect as of the date of the Debenture Trust Deed or at any time thereafter

Application Form The form used by an Investor to apply for subscription to the Debentures offered through this Issue and set out in Annexure 4 hereto

Approved Instructions The prior written instructions of the Majority Debenture Holders as provided in the Debenture Trust Deed

Associate or Affiliate means, in relation to any Person, entity Person directly or indirectly Controlling, Controlled by or under common Control with such first Person

Board or Board of Directors Board of Directors of the Issuer or any committee formed by such Board of Directors

BSE BSE Limited

Business Day A day (other than Sunday or a bank holiday) on which banks and stock exchanges are open for general business in Chennai (India), and in relation to any payment in any other city, such other city

Cash Flow Illustration shall be the illustration set out in Annexure 5 attached hereto

CDSL Central Depository Services (India) Limited Centralised Database Regulations

SEBI circular on "Centralized Database for Corporate Bonds/Debentures" on October 22, 2013

Company /Issuer SPR CONSTRUCTION PRIVATE LIMITED

Control Shall have the same meaning as ascribed to such term under the Act.

Credit Rating Agency(ies) M/s. BRICKWORK RATINGS INDIA PVT. LTD and/or any other credit rating agency, registered with SEBI appointed for rating this Issue

Crore (s) 1 crore = 10 million

Date of Allotment The date on which Allotment for the Issue is made

Debenture Holder(s) The persons who are, for the time being and from time to time, the holders of the Debentures and whose names appear in the Register of Beneficial Owners, and “Debenture Holder” means each such person

Debenture Redemption Reserve or DRR

The debenture redemption reserve to be created and maintained in accordance with the Act and in accordance with any guidelines issued by SEBI, and if during the currency of these presents any guidelines are formulated (for modified or revised) by any governmental authority having authority under Applicable Law in respect of creation of the debenture redemption reserve

Debenture Trustee The trustee for the Debenture Holder(s), in this case being M/S. IDBI Trusteeship Services Ltd

Debenture Trustee Agreement

The debenture trustee agreement dated [●], 2014 entered into between the Issuer and the Debenture Trustee for the appointment of the Debenture Trustee as a trustee for the Debenture Holders, setting out the terms of the Debenture Trustee’s appointment

Debenture Trustee Regulations The Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as amended from time to time.


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Debenture Trust Deed

The debenture trust deed to be executed between the Debenture Trustee and the Issuer in relation to the Issue and setting out the terms and conditions on which the Debentures are issued, as may be amended, modified, supplemented, novated and/or restated from time to time.

Debt Listing Regulations

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended by the Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 and as further amended from time to time

Deed of Hypothecation

The deed of hypothecation entered into or to be entered into between the Issuer and the Debenture Trustee creating a first ranking and pari passu charge on the cash flows from the Mortgaged Properties, Raw Materials and Work in Progress of the Mortgaged Properties

Deemed Date of Allotment The date on which the Debentures will be allotted by the Board to the Debenture Holders upon receipt of the respective tranche NCD Subscription Amount from such Debenture Holders.

Depository(ies) National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL)

Event of Default The meaning ascribed to such term in the Debenture Trust Deed and as set out in Annexure 1 below

Finance Documents

(a) the Debenture Trust Deed; (b) the Debenture Trustee Agreement (c) the Information Memorandum (d) the Security Documents

Final Listing Approval The final approval issued by the Stock Exchange in accordance with Applicable Law approving the listing of each series of Debentures

Final Redemption Date The date when all the Debentures have been redeemed in full and the outstanding debt has been irrevocably and unconditionally paid and discharged in full to the satisfaction of the Debenture Trustee

Financial Quarter Each quarter ending on June 30, September 30, December 31 and March 31 in a Financial Year

Financial Year The period of 12 (twelve) calendar months starting from April 1 in a calendar year and ending on March 31 of the immediately succeeding calendar year

I.T. Act The Income-tax Act, 1961 as amended from time to time

In-principle Approval The in-principle approval issued by the Stock Exchange to the Issuer in relation to the Issue and listing of the Debentures, annexed hereto;

Information Memorandum This Information Memorandum issued by the Issuer, pursuant to which the Debentures are being offered for private placement basis

Initial Contribution A sum of Rs. 1,000 (Rupees One Thousand) being the initial corpus, which is settled in trust with the Debenture Trustee

Interest The interest payable on the Debentures at the Interest Rate set out in Annexure I in accordance with the Debenture Trust Deed

Investor Any person who subscribes to this Issue

ISIN International Securities Identification Number

Issue Issue of secured, rated, listed, redeemable, and non-convertible debentures at a face value of Rs.10,00,000/- each, with marketable lot of one debenture for cash aggregating to Rs.120.00 Crores on a private placement basis.

Issue Opening Date 26.09.2014

Listing Agreement The listing agreement entered into between the Issuer and the Stock Exchange in relation to the listing of the Debentures on the Stock Exchange

Majority Debenture Holders Such number of Debenture Holder (s) holding more than [51]% of the nominal value of the Debentures then outstanding

Million 10,00,000 (Ten Lakh)

Mortgaged Properties

Collective reference to the Osian Chlorophyll project of total saleable area ~1.35 million square feet is under development in Porur, Chennai and being executed by the Obligor and the proposed residential project by the Issuer in 34,657 square feet of land located at Vepery, Chennai.

Month A period starting on the first day in a calendar month and ending on the


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numerically corresponding day in the next calendar month, except that: (a) subject to paragraph (b) below, if the numerically corresponding day is

not a Business Day, that period shall end on the next Business Day in that calendar month (if there is one) in which that period is to end or (if there is not) the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in

which that period is to end, that period shall end on the last Business Day in that calendar month; and

The above rules will only apply to the last Month of any period.

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended from time to time

NSDL National Securities Depository Limited

NRI A person resident outside India, who is a citizen of India or a person of Indian origin and shall have the same meaning as ascribed to such term in the Foreign Exchange Management Act, 1999 and regulations thereunder

Obligor SPR&RG constructions Private Limited

Permitted Indebtedness Shall mean the Debenture Payments

Person An individual, a partnership firm, an association, a corporation, a limited company, a trust, a body corporate, bank or financial institution or any other body, whether incorporated or not

Promoters SPR Construction Private Limited

RBI The Reserve Bank of India

Record Date The record date for payment of interest or repayment of principal shall be 15 calendar days prior to the date on which Interest is due and payable on the Debentures, or the date (s) of redemption of such Debentures

Registrar/Registrar to the Issue TSR DARASHAW Pvt Ltd 6/10, Haji Musa, Atrawala Industrial House, 20, Dr. E. Moses Road, Near Famous Studio, Mahalakshmi, Mumbai 400011

Register of Beneficial Owners The register of beneficial owners of the Debentures maintained in the records of any depository duly registered with SEBI

Rs. or Rupees The lawful currency of the Republic of India

ROC Registrar of Companies (as defined under the Act)

RTGS Real Time Gross Settlement

Scheduled Bank A bank which has been included in the Second Schedule of Reserve Bank of India Act, 1934

SEBI Securities and Exchange Board of India

SEBI Regulations

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012, as amended from time to time and any rules, regulations and circulars issued by the SEBI (including circular dated October 22, 2013 (CIR/IMD/DF/17/2013) and circular dated October 29, 2013 (CIR/IMD/DF/18/2013))

Security Documents

The following: (a) Deed of Hypothecation (b) Personal Guarantee (c) Share Pledge Agreement (d) any other security document entered into from time to time for creation of,

or evidencing the creation of, any Security Interest for the benefit of the Security Parties

Stock Exchange BSE Limited

Subscribers Piramal Fund Management Private Limited (“PFML”) and IndiaReit Investment Management Co (Mauritius) (“IIMC”)

Subsidiary Shall have the same meaning as ascribed to such term under the Act


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Trust Property

The Initial Contribution, and all other Security created by any Obligor under or pursuant to any Security Document, all of the Debenture Trustee’s rights under and pursuant to any Finance Document and all sums received by the Debenture Trustee under or pursuant any Finance Document (save for any sums received solely for its own account), all monies received by it out of, whether prior to or as a result of enforcement of the security created under any Security Document or the exercise of rights and remedies under any Finance Document

WDM Wholesale debt market segment of BSE Any capitalised terms used in the Information Memorandum and not defined in this section shall have the respective meanings assigned to them at the first page of this Information Memorandum or under the remaining section hereunder. 1 Words denoting singular only shall include plural and vice-versa. 2 Words denoting one gender only shall include the other gender. 3 All references in these presents to any provision of any statute shall be deemed also to refer to the statute,

modification or re-enactment thereof or any statutory rule, order or regulation made thereunder or under such re-enactment.

4 The headings in this section are inserted for convenience only and shall be ignored in construing and interpreting

the section.


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DISCLAIMERS

ISSUER’S DISCLAIMER This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus under the Act. The Issue of Debentures to be listed on the WDM segment of the BSE is being made strictly on a private placement basis. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Information Memorandum has been prepared in conformity with the SEBI Regulations. This Information Memorandum has been prepared solely to provide general information about the Issuer 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. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt a recommendation to purchase any Debentures. Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer. Potential Investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investor’s particular circumstances. By subscribing to the Debentures, eligible investors shall be deemed to have acknowledged that the Issuer does not owe them a duty of care in this respect. Accordingly, none of the Issuer’s officers or employees shall be held responsible for any direct or consequential losses suffered or incurred by any recipient of this Information Memorandum as a result of or arising from anything expressly or implicitly contained in or referred to in this Information Memorandum or any information received by the recipient in connection with this Issue. Apart from this Information Memorandum, no offer document or prospectus has been prepared in connection with this Issue or in relation to the Issuer nor is such offer document or prospectus required to be registered under Applicable Laws or regulations. The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and issue of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made and are not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. This Information Memorandum and the contents hereof are restricted 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 along with this Information Memorandum being issued have been sent. 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 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 without the consent of the Issuer until the Information Memorandum is available on the Stock Exchange. The recipient agrees to keep confidential all of such information provided (or made available hereafter), including, without limitation, the existence and terms of such transaction, any specific pricing information related to the transaction or the amount or terms of any fees payable to us or other parties in connection with such transaction. This Information Memorandum may not be photocopied, reproduced, or distributed to others before the closure of the Issue without the prior written consent of the Issuer.


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The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of the Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to eligible Investors in the Issue on the strict understanding that it is private and confidential.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Regulations. It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE 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. As per the provisions of the SEBI Regulations, a copy of this Information Memorandum has not been filed with or submitted to the SEBI, however SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in 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 thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.

CAUTIONARY NOTE This Information Memorandum is not intended to provide the sole basis of any credit decision or other evaluation and should not be considered as a recommendation that any recipients of this Information Memorandum should invest in the Debentures proposed to be issued by the Issuer. Each eligible Investor should make its own independent assessment of the investment merit of the Debentures and the Issuer. Eligible Investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstance. This Information Memorandum is made available to eligible 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 authorized 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 authorized 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. The distribution of this Information Memorandum or the Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures in any jurisdiction to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this Information Memorandum comes are required by the Issuer to inform themselves about and observe any such restrictions. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI.


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ISSUER PROFILE

Name: SPR CONSTRUCTION PRIVATE LIMITED

Registered Office Corporate Office

57, NARAYANA MUDALI STREET, SOWCARPET, CHENNAI-600 079 57, NARAYANA MUDALI STREET, SOWCARPET, CHENNAI-600 079

Website www.sprgroup.com

Corporate Identification number:

U 45206 TN 2009 PTC 073437

Phone No.: 044 4216 5542

Fax No.: 044 2538 2708

Compliance Officer: Address Tel: Fax: Email: Chief Financial Officer:

M.GANESHAN HEAD CO-ORDINATION, 57, NARAYANA MUDALI STREET, SOWCARPET, CHENNAI-600 079 044 4216 5542 044 2538 2708 [email protected] B.RAMASUBRAMANIAN

Address Tel: Fax: Email:

26/18, 1st Floor, Deenadayalu Street, T.Nagar, Chennai - 600 017. 044 4264 1864/65, 044 4212 6848 [email protected]

Auditors: Address Tel: Fax: Email:

RAJ & SUBRAMANIAN, CHARTERED ACCOUNTANTS 26/18, 1st Floor, Deenadayalu Street, T.Nagar, Chennai - 600 017. 044 4264 1864/65, 044 4212 6848 [email protected]

Debenture Trustee: Address Tel: Fax: Email:

IDBI Trusteeship Services Ltd Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001 +91 22 4080 7000 +91 22 6631 1776 [email protected]

Arranger Address Tel: Fax: Email:

Piramal Fund Management Private Limited Piramal Towers, Ganpatrao Kadam Marg, Lower Parel (W), Mumbai, Maharashtra 400 013 022-61513602 022-61513646 [email protected]

Registrar to the Issue: Address Tel: Fax: Email:

TSR DARASHAW Pvt Ltd 6/10, Haji Musa, Atrawala Industrial House, 20, Dr. E. Moses Road, Near Famous Studio, Mahalakshmi, Mumbai 400011 +91 22 6617 8554 + 91 22 6656 8494 [email protected]


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Credit Rating Agency: BRICKWORK RATINGS INDIA PVT. LTD Address 3rd Floor, Raj Alkaa Park, Kalena Agrahara, Bannerghatta Road, Bengaluru – 560 0076 Tel: +91 80 4040 9940 Fax: +91 80 4040 9941 Email: [email protected]

A OVERVIEW

1. Business Overview

Mr.Prithviraj Kawad, one of the key promoters had an experience of developing nearly one lac square feet of residential and commercial buildings. Due to the experience gained, he developed one multi storied building at Basin Bridge Road, Chennai under the banner of a partnership firm M/s. SPR Builders with a built up area of around 2.85 lacs square feet. The said firm’s partners are the family members of Mr.Kawad. The project consists of basement, stilt and 16 floors with 154 dwelling units. Mr.Hitesh Kumar Kawad, S/o. Mr.Prithviraj Kawad gained very good experience in liasoning with the Government authorities and also in the construction activities. The project was completed on time and the completion certificate was also obtained. It’s a signature project in that area with many special features. The five partners of the above firm are the directors of M/s. SPR Construction P. Ltd. The company is now planning to develop a luxurious residential complex at Vepery, Chennai(Osian One-Vepery). They are also in the process of launching a residential project at Valasarawalkam, Chennai in around 13 acres of land. They are also contemplating for a budget housing at Sriperumbudur on the Chennai-Bangalore High Way in around 5.5 acres of land. The promoters along with RG Group are at present developing a residential project at Porur Chennai (Osian Chlorophyll) in around 9.5 acres of land. It’s a multi storied building consisting of 9 blocks with double basement, ground and 14 floors with a total constructed area of around 18.00 lacs sqft. The first possession to the purchasers are expected to be handed over between March and June 2015.

2. Corporate Structure SPR Group is a fast growing, and fully integrated real estate developer engaged in acquisition and development of residential and commercial real estate besides executing turnkey infrastructure projects in Tamilnadu. SPR Group, founded in 1972 by Prithviraj S Kawad to explore new opportunities across a full range of development capacities is today being managed by Mr. Hitesh P Kawad, son of Mr. Prithviraj Kawad. Osian Heights the first project of SPR Group in Mint, Chennai stands today as the tallest tower in North and Central Chennai and has become a benchmark for other developers on the luxury amenities and the affordable pricing provided in the project. Osian Chlorophyll, the ongoing 997 units project of the company is being driven by the award winning team of Architects like K.S.Ranganath & team and Landscaping Architects Bobby Sujan and team to deliver a dream called “The Green Revolution of Porur”.

3. Managerial Organizational Structure

Prithviraj Kawad


9

The financial key operations and financial parameters of the Issuer on for the last three financial years is as follows:

(INR Crores)

Parameters Fiscal March

2011 Fiscal March

2012 Fiscal March

2013 Fiscal March

2014 Net Worth 0.10 0.51 0.54 5.16

Total debt 24.54 18.45 19.76 28.60

(Of which-Non Current Maturities of) Long Term Borrowing 24.54 18.45 19.76 20.34

Short Term Borrowing -- -- -- 8.26

Current Maturities of Long Term Borrowing -- -- -- --

Net Fixed Assets -- 0.01 0.01 0.02

Non Current Assets 8.46 -- -- --

Cash and Cash Equivalents 0.03 4.02 0.30 0.06

Current Investments -- -- -- --

Current Assets 16.22 20.49 49.87 97.08

Current Liabilities 0.08 5.56 29.88 71.67

Net sales -- 5.08 11.04 40.83

EBITDA -- 0.01 0.04 0.18

EBIT -- 0.01 0.04 0.18

Interest -- -- 0.07 0.05

PAT -- 0.01 0.03 0.12

Dividend amount -- -- -- --

Current ratio 207.04 4.41 1.68 1.36

Debt/equity ratio 1.00 1.27 2.45 3.61


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B OFFERING INFORMATION- REGULATORY DISCLOSURES

1. The following documents have been submitted to the [BSE] (i) This Draft Information Memorandum; (ii) Memorandum and Articles of Association of the Issuer; (iii) Board resolution of the Issuer; (iv) Copy of the Debenture Trust Deed; and (v) A copy of the latest audited balance sheet and annual returns of the Issuer

2. Name and address of registered office of the Issuer

Name: SPR CONSTRUCTION PRIVATE LIMITED Address: 57, NARAYANA MUDALI STREET, SOWCARPET, CHENNAI – 600 079

3. Names and addresses of the directors of the Issuer The following table sets forth details regarding the Issuer’s Board of Directors as on date of the Information Memorandum:

Name, Designation And DIN

Age Address Director of the Issuer since

Details of other directorship

Prithviraj Kawad, Director,

DIN:0254 6296

65 28, EVK Sampath Road, Vepery,

Chennai-600 007

6.11.2009 -

Saradevi P.Kawad DIN: 0254 6349


Chennai-600 007

6.11.2009 -

Sangeetha Devi Kawad

DIN:0254 6331


Chennai-600 007

6.11.2009 -

Kirti Kawad DIN:0254 6308


Chennai-600 007

6.11.2009 -

JSA: Please indicate names of the directors who are appearing in the names of the RBI defaulter’s list and/or ECGC default list. In the event, there are none, please provide for a negative statement to that effect.

Details regarding the Issuer’s Board since last three years Name, Designation and DIN

Date of Appointment Resignation

Director of the Issuer since (in case of resignation)

Remarks

Prithviraj Kawad, Director,

DIN:0254 6296

6.11.2009 -

Saradevi P.Kawad DIN: 0254 6349

6.11.2009 -

Sangeetha Devi Kawad

DIN:0254 6331

6.11.2009 -

Kirti Kawad DIN:0254 6308

6.11.2009 -

Hitesh Kumar Kawad DIN: 0254 6280

6.11.2009 / 20.8.2014

6.11.2009 -


11

4. A brief history of the Issuer since its incorporation giving details of its activities including any reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and subscribed) and borrowings, if any.

I. Details of the Share Capital as of [last quarter]

Share Capital

INR

(A) Authorized Share Capital

Equity Share Capital

10,00,000 Equity shares of Rs.10/- each

(B) Issued, Subscribed and Paid up Capital

Equity Share Capital

6,00,000 Equity shares of Rs.10/- each

1,00,00,000

60,00,000

II. Changes in its capital structure as on [last quarter], (authorized) for the last five years:

Date of change (AGM/EGM)

Rs Particulars

10.3.2014 TO Rs.1.00 Crore Increased from Rs.50.00 Lacs

. III. Equity Share Capital History of the Issuer as on [last quarter] for the last five years.

Date of Allotment

No of Equity Shares

Face Value (Rs)

Issue Price (Rs)

Consideration (Cash, other than cash, etc)

Nature of Allotment

Cumulative

Equity Share Capital (Rs)

Equity Share Premium in (Rs)

Remarks

4.11.2009 100000 10 10 10,00,000 Equity 10,00,000 10,00,000 NIL -- 13.3.2012 400000 10 10 40,00,000 Equity 50,00,000 50,00,000 Nil -- 20.3.2014 100000 10 10 10,00,000 Equity 60,00,000 60,00,000 4,40,00,000 --

IV. Details of any Acquisition or Amalgamation in the last 1 year (if any). NA

V. Details of any Reorganization or Reconstruction, in the last 1 year as under

Type of Event Date of Announcement Date of Completion Details

NA

VI. Details of the shareholding of the Issuer as on [last quarter]:-

S.No. Particulars Total No of Equity Shares

No. of Equity Shares in demat form

Total shareholding as % of total no of

equity shares 1 Mr. Prithviraj Kaward 66000 Under process 11

2 Mr. Hitesh Kumar Kaward 114000

” 19

3 Mrs.Kirti Kawad 114000 ” 19

4 Mrs Sangeetha Devi S Kawad 240000

” 40

5 Mrs. Saradevi P Kawad 66000 ” 11


12

TOTAL 600000 100

VII. List of top 10 holders of equity shares of the Issuer as on June 30, 2014

Sr.No. Name of the Shareholder Total no of Equity

Shares No of shares in demat form

Total shareholding as % of total no of equity shares

1. Mr. Prithviraj Kaward 66000 Under process 11 2. Mr. Hitesh Kumar Kaward 114000 ” 19 3. Mrs.Kirti Kawad 114000 ” 19 4. Mrs Sangeetha Devi S

Kawad 240000 ”

40 5. Mrs. Saradevi P Kawad 66000 ” 11 TOTAL 600000 100

5. Details of debt securities issued and sought to be listed (including face value, nature of debt securities, mode of issue i.e. private placement or public issue) NA

6. Following are the details regarding the auditors of the Issuer

I. Details of the Auditors of the Issuer as on June 30,2014

Name Address Auditor since RAJ & SUBRAMANIAN, CHARTERED ACCOUNTANTS

26/18, 1st Floor, Deenadayalu Street, T.Nagar, Chennai - 600 017. Tel:044 4264 1864/65, Fax:044 4212 6848 Email: [email protected]

2011-12


13

II. Changes in the Auditors of the Issuer in the last three years1

Name Address Date of

Appointment /Resignation

Auditor of the Company since (in case of resignation)

Remarks

NA

7. Issue Size Up to Rs.120,00,00,000/-

8. Utilization of the Issue Proceeds The net proceeds of the Issue Amount, after payments of fees and other expenses incurred in connection with the issuance of the NCDs, will be utilised by the Company in accordance with the sources and uses set forth on Schedule 3, more specifically as follows:

Upto Rs. 40 crore for refinancing of existing loans, DSRA & transaction fee Upto Rs. 60 crores for general corporate purpose Upto Rs. 20 crores for construction expenses in the Project

The Company shall invest the surplus funds from the Issue Amount only in liquid mutual funds or any other investment as approved by the Debenture Holders/Trustee.

9. A statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the Issuer Date of the Agreement

Names of the other parties Details

NA The material documents which may be inspected at the Registered Office of the Issuer from 11.00am to 1.00 pm from the date of this Information Memorandum, until the date of closure of this Issue are as follows. (a) Memorandum of association and articles of association of the Issuer; (b) Consent letter of the Debenture Trustee; (c) Credit rating letter

10. Details of other borrowings including any other issue of debt securities in past as on June 30, 2014:

I. Details of Secured Loan Facilities

Lenders name Type of Facility Amount

Sanctioned Principal Amount Outstanding

Repayment date/Schedule

Security

Indian Overseas Bank, Esplanade

Branch

MCC Rs.9.00 Crores Rs.7.18 Crores

Running Cash Credit Account

Land & Property at 28, EVK Sampath Road, Vepery, Chennai-600

007

II. Details of Unsecured Loan Facilities Lender’s Name Type of Facility Amount Sanctioned Principal Amount

Outstanding Schedule of Repayment

NA NA NA NA NA


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III. Details of NCDs

Debenture Series

Tenor/ Period of Maturity

Coupon Amount Date of Allotment

Redemption of Date Schedule

Credit Rating

Secured /Unsecured

Security

NA

IV. List of top 10 Debenture Holders

Sr. No. Name of Debenture Holders Amount NA

Note: Top 10 Debenture Holders’ (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided.

V. The amount of corporate guarantee issued by the Issuer along with name of the counter party (like name

of the subsidiary, joint venture entity, group company etc.) on behalf of whom it has issued.

- NA

VI. Following are the details of the Commercial Paper as on [last quarter]

Maturity date Amount Outstanding NA

VII. Following are the details of foreign currency convertible bonds/compulsorily convertible debentures/preference shares as on [last quarter]

Party Name (in case of Facility) Instrument Name

Type of Facility Instrument

Amount sanctioned /Issued

Principal Amount outstanding

Repayment Date/Schedule

Credit Rating

Secured /Unsecured

Security Created

NA

VIII. Following are the details of all default/s and/or delay in payments of interest and principal of any kind

of term loans, debt securities and other financial indebtedness including corporate guarantee by the Issuer in the past 5 years

NIL

11. Details of the Promoter of the Issuer Sr. No. Name of shareholder Total no of

equity Shares

No. of shares in demat form

Total shareholding as % of total no of equity shares

No of shares pledged

% of shares pledged with respect to shares owned.

1 Mr. Prithviraj Kaward 66000

Under process 11

Nil -

2 Mr. Hitesh Kumar Kaward 114000

” 19

Nil -

3. Mrs.Kirti Kawad 114000 ” 19 Nil - 4. Mrs Sangeetha Devi S

Kawad 240000 ”

40 Nil -

5. Mrs. Saradevi P Kawad 66000 ” 11 Nil -


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12. Particulars of any outstanding borrowings or any Debt Securities issued a. For consideration other than cash, whether in whole or in part: b. At a premium or discount: c. In pursuance of an option: NIL

13. Any material event/development or change at the time of issue or subsequent to issue which may affect

the issue of the Investor’s decision to invest/continue to invest in the debt securities. NIL

14. Undertaking to use a Common Form of Transfer The Issuer will issue debenture in Dematerialized form only and there will not be any Debentures in physical mode. Also, the normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure for transfer of debentures. The Debentures shall be issued only in dematerialized form in compliance with the provisions of the Depositories Act, 1996 (as amended from time to time), any other applicable regulations (including of any relevant stock exchange). No physical certificates of the Debentures would be issued. The transfer of debentures in dematerialized form shall be in accordance with the procedure of transfer prescribed by the relevant depository and applicable law. However, the Issuer would use a common transfer form for physical holdings, if at a later stage there is any holding in physical form due to the depository giving the rematerialisation option to any investor.

15. Maturity, Rate of interest and Yield on redemption Please refer to the summary of term sheet in Annexure I of this Information Memorandum.

16. Information relating to the terms of offer or purchase. For information relating to the terms of offer please refer to the summary of term sheet in Annexure I of this Information Memorandum.

17. The discount at which such offer is made and the effective price for the Investor as a result of such discount. The Debentures are being issued at par.

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

Debt Equity Ratio (%)

Prior to the Issue As at September, 2014

Post Issue [●]

(On Consolidated Basis) 3.61 [●]

Notes :

1. Debt Equity Ratio Total Debt (Long Term + Short Term)

Share Capital (Eq+Pref) + Free Reserves


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2. Networth

Share Capital (Eq+Pref) + Reserves & Surplus

19. Servicing Behaviour on Existing Debts

[The Issuer has made all the required payments in relation to its existing debts (including its existing debt securities), including payment of interest and principal on the respective due dates as per the respective terms.]

20. Details of default and delay in payment of borrowings over the last five years

[The Issuer has not made any default or delay in payment of its borrowings over the last five years.] 21. Abridged Financials

(a) 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. [●]

(b) Abridged version of Latest Audited / Limited reviewed Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement , and Balance Sheet) and auditors qualifications ,if any. [●]

22. Permission and Consent from the Creditors

No permission or consent is required from the creditors for the Issue.

23. Names of the Debentures Trustees and Consents thereof The Debenture Trustee for the Issue is IDBI Trusteeship Services Ltd. M/s. SPR Construction Private Limited has given its written consent for its appointment as a Debenture Trustee to the Issue and inclusion of its name in the form and context in which it appears in this Information Memorandum. Consent letter from the Debenture Trustee is attached as Annexure 3.

24. Rating Rationale

Brickwork Ratings assigns rating for SPR Construction Private Limited’s proposed Secured Listed Non-Convertible Debentures of 120 Crores.

NCD Issue Rating: BWR BB- Outlook : Stable Brickwork Ratings (BWR) has assigned BWR BB- (Pronounced as BWR Double B Minus) (Outlook: Stable) Rating for SPR Construction Private Limited’s (“SPRCPL” or ‘the company’) proposed secured NCD issue for an amount of 120 Crs. Instruments with this rating are considered to have Moderate risk of default regarding timely servicing of financial obligations.

The rating factors, inter alia, SPRCPL’s promoters experience in the real estate sector, successful track record of the previously completed projects, synergy from Group Company, attractive location of the projects and being community specific, resulting in easier marketability. However, the rating is constrained by timely project execution risk due to pending approvals, high dependence on customer advances, and sensitivity of the project cash flows to the uncertainties in the real estate market and below average financial risk profile of the Company.


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Background: SPR Construction Private Limited (SPRCPL) was incorporated in November 6, 2009. It is engaged in the business of real estate construction & development in Chennai, Tamilnadu. It is the Flagship Company of the SPR Group and holds 51 per cent in SPR & RG Construction Private Limited (SPRRG), a group company in the same line of activity. SPRCPL was promoted by Mr. Hitesh Kumar Kawad and his family members and SPRRG was promoted by Mr. Hitesh Kumar Kawad and Mr. Surendranath. SPRRG and SPRCPL are collectively called SPR Group.

Currently, SPRCPL is undertaking a new residential project of 50 Luxury apartments at Vepery, Chennai under a Joint Development Agreement with the owners of the lands. SPRRG is executing one project at Porur, Chennai. At this juncture, the project at Porur is about 70 per cent complete and is progressing satisfactorily. SPRCPL also plans to start two new projects at Valasaravakkam and Sriperumbudur in about six months’ time.

The Company has proposed to utilize a part of the NCD amount towards refinancing its existing borrowings and SPRRG’s existing loans, and remaining amount will be utilized for development & construction of the said projects.

SPR Group has track record of having completed 1.58 Lakhs Sq.ft area in Luxury residential segment and the ongoing project at Porur with total built up area of 18 Lakhs Sq.ft. Management Profile: SPRCPL is managed by the main promoter, Mr. Hitesh Kumar Kawad, who is the managing director having more than 15 years of experience in trading business and who, since 2006, is managing real estate construction business. In addition to that, Mr. Hitesh Kumar is managing Director for SPRRG.

Other key management person of the SPR group is Mr. Ganeshan, a retired banker, having 3 decades of experience in banking. Since 2009, he is associated with SPR Group and looking after company’s external affairs and internal management. Apart from them the management team consists of professionals who are qualified and experienced in the real estate industry. Issue Details: Issue size: Listed and secured NCDs with a face value of 0.10 Crs each aggregating to 120 Crs and a coupon rate of 20 per cent. The maturity of the proposed issue will fall in September 2018. The issue has been secured by the promoter's share in different ongoing projects (Porur and Vepery) and personal security and guarantees to give it a minimum cover of 2x.

Repayment: The coupon will be paid on the last business day of each quarter ending in March, June, September and December, commencing from September 2014. The principal will also be repaid in 10 quarterly installments starting from March 2016 in ten installments of 12 Crs each. All the cash flows from the projects will be routed through an escrow account, from where the payments towards the NCD obligations will be met. The Project Details: SPR Group has already started the construction of Porur project, ongoing Vepery project and upcoming projects in Valasaravakkam and Sriperumbudur. The total projects cost cumulatively for Porur and Vepery are expected to be 367 Crs which will be funded by promoter's contribution, NCD proceeds and customer advances. Project Osian Chlorophyll: The project is being constructed in Porur; Chennai with a total built up area of 18 Lakhs Sq. Ft. Total ten buildings will have 14 floors each, with total 997 apartments.

Project Osian One: This project is being constructed in Vepery, Chennai with a total built up area of 1.58 Lakhs Sq. Ft. It is a Luxury apartment which is caters to a specific community, there will be 19 floors in the building and 50 apartments; each apartment is tailor made.


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Projects (Yet to Name): The projects (Valasaravakkam and Sriperumbudur) are proposed to start in January 2015.The Valasaravakkam project is proposed to have an up area of more than 12 Lakhs Sq. Ft. the set of the buildings will contain 4 floors each. At Sriperumbudur, it is proposed to build up to 7 floors. Financial Performance: On provisional basis, for the period ended March 31, 2014, SPR Group reported Net Revenues of 150.73 Crs with the

Tangible Net Worth for the said period stood at 25.03 Crs. Rating (Outlook: Stable): Going forward SPR’s ability to acquire the required approvals on time to avoid any delays in the projects execution without any cost/time overrun, and achieving projected revenues and profitability and sustaining margins in a volatile industry will be key rating sensitivities.


19

25. Listing The Debentures of the Issuer are proposed to be listed on the WDM segment of the BSE. The Issuer shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis. The Issuer undertakes to get the Debentures listed within 20 days from the Deemed Date of Allotment. In case each or any of the Debentures are not listed on or before the Debenture Listing Date, the Issuer shall pay a penal interest at the rate of 1% (one percent) (“Penal Interest”) per annum over and above the Interest starting from the expiry of 30 (thirty) days from the Deed Date of Allotment till the listing of such Debentures by the Issuer. [In case the Debentures are not listed within [15 (fifteen) days]2 of Deemed Date of Allotment for any reason whatsoever, then the Issuer shall immediately redeem/ buy back the Debentures only from those Debenture Holders for whom applicable regulations including RBI/2011-12/423 A.P.(DIR Series) Circular No. 89 dated March 1, 2012 issued by the Reserve Bank of India do not permit holding to-be listed debt securities if listing is not done within the said 15 (fifteen) days, and in such an eventuality the Issuer shall reimburse such Debenture Holders for any and all accrued interest, costs and expenses (including liquidity costs, hedge costs or other break costs), as determined by such Debenture Holders, that the Debenture Holders may have incurred for the investment.]3

26. A summary term sheet with brief prescribed information pertaining to the Non-Convertible debt securities (or a series thereof) (where relevant): Attached as Annexure 1 to this Information Memorandum.

27. Debenture Redemption Reserve Section 117C of the Act and the circular 04/ 2013 (No. 11/02/2012-CL-V) issued by the Ministry of Corporate Affairs, DRR is required to be maintained in case of privately placed debentures in accordance with the said circular and the Act.

28. Purchase and Sale of Debentures The Issuer may, at any time and from time to time, purchase Debentures at the price available in the debt Market in accordance with the applicable laws. Such Debentures may, at the option of the Issuer, be cancelled, held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law.

29. Buy Back of Debentures The Issuer may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory requirements, buyback of Debentures, with a [5 (five) Business Days] prior written notice to the Debenture Trustee upon such terms and conditions as may be decided by our Issuer. The Issuer may from time to time invite the Debenture Holders to offer the Debentures held by them through one or more buy-back schemes and/or letters of offer upon such terms and conditions as our Issuer may from time to time determine, subject to applicable statutory and/or regulatory requirements. Such Debentures which are bought back may be extinguished, re-issued and/or resold in the open market with a view of strengthening the liquidity of the Debentures in the market, subject to applicable statutory and/or regulatory requirements. Any offer for buy back of the outstanding Debentures shall be made to all the Debenture Holders, across each series of Debentures and such offer shall be on a pro rata basis. The requirement of buy-back offer being extended to all the relevant Debenture Holders will apply irrespective of the mode of buy back. Each Debenture Holder shall be entitled to apply to the Issuer for an amount pro rata to the number of Debenture(s) held by such Debenture Holder(s). In case of any Debenture Holder, expressing an intent for not participating in the buy back offer or in case no response is received by the Issuer from any Debenture Holder(s) within a period of [7 (seven) days] form the date of offer of buy back, then the other Debenture Holder(s) will be entitled to tender such number of additional Debentures which is equivalent or less than the share of the non participating Debenture Holders. Such buy back again will be on a pro rata basis among the participating


20

Debenture Holders.

30. Repurchase, Redemption and Re-issue of Debentures Debentures which are in electronic (dematerialised) Form can be repurchased by the Issuer through its Beneficiary Demat Account as per the norms prescribed by NSDL and/or CDSL. This right does not construe a call option. In the event of the Debenture(s) being bought back, or redeemed before maturity in any circumstance whatsoever, the Issuer shall be deemed to always have the right, subject to the provisions of Section 121 of the Act, to re-issue such debentures either by re-issuing the same debenture(s) or by issuing other debentures in their place. The Issuer may also, at its discretion, at any time purchase Debenture(s) at discount, at par or at premium in the open market. Such Debenture(s) may, at the option of Issuer, be cancelled, held or resold at such price and on such terms and conditions as the Issuer may deem fit and as permitted by law.

31. Governing Law and Jurisdiction The Debentures are governed by and shall be construed in accordance with the Indian laws. Any dispute arising thereof will be subject to the non-exclusive jurisdiction of the courts and tribunals in the city of Chennai, and Singapore. The Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of the Reserve Bank of India and the Securities and Exchange Board of India or any other Governmental Authority.

32. Consents Consents in writing of the Registrar to the Issue and Debenture Trustee for the Debenture Holder(s) to act in their respective capacities, have been obtained.

33. Tax Benefits

A Debenture Holder is advised to consider in his own case the tax implications in respect of subscription to the Debentures after consulting his tax advisor.

34. Details of whether debt security is backed by guarantee, a letter of comfort, etc.

The facility is backed by personal guarantee of the key personnel – Mr Hitesh Kawad and Mr Prithviraj Kawad

35. Security

Please refer to the summary of term sheet in Annexure I of this Information Memorandum.


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C OTHER INFORMATION AND ISSUE PROCEDURE The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed. Mode of Transfer/ Transmission of Debentures The Debentures shall be transferable freely to all classes of eligible Investors. The Debenture(s) shall be transferred and/ or transmitted in accordance with the Applicable Laws. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as prescribed by NSDL/ CDSL and the relevant Depository Participants (“DP’s”) of the transferor or transferee and any other Applicable Laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the Register of Debenture Holder(s) maintained by the Depositories under all circumstances. 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 dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP. Investors may note that subject to Applicable Law, the Debentures of the Issuer would be issued and traded in dematerialised form only. Debentures held in Dematerialised form The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by electronic clearing services (ECS), real time gross settlement (RTGS), direct credit or national electronic fund transfer (NEFT) (and where direct credit, ECS, RTGS, or NEFT service is not available, such payment shall be made by the Issuer by way of bank draft or demand drafts) to those Debenture Holder(s) whose names appear on the list of beneficiaries provided by the Depositories to the Issuer. The names would be as per the Depositories’ records on the relevant Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action. The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the Depositories to the Issuer and the Registrar. Based on the information provided above, the Issuer will transfer payments required to be made in relation to any direct credit/ECS/NEFT/RTGS (or demand/bank drafts), to the bank account of the Debenture Holder for redemption and interest/ coupon payments. Debenture Trustee for the Debenture Holder(s) The Issuer has appointed GDA Trusteeship Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed on or about the date of this Information Memorandum inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized 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 Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to timely payment of interest and repayment of principal and they will take necessary action, subject to and in accordance with 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 Trust Deed shall more specifically set out rights and remedies of the Debenture Holders and the manner of enforcement thereof. Market Lot The market lot will be one Debenture (“Market Lot”). Since the Debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of


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Debentures. Interest on Debentures The payment of interest on the Debentures shall be made by the Issuer to those persons whose names appear in the Register of Debenture Holder(s) (or to first holder in case of joint-holders) as the Debenture Holder(s) as on the Record Date. Interest payments shall be made by the Issuer in the form of electronic clearing services (ECS), real time gross settlement (RTGS), direct credit or national electronic fund transfer (NEFT). In the event where direct credit, ECS, RTGS, or NEFT service is not available, such payment shall be made by the Issuer by way of bank draft or demand drafts. In case of Debentures for which the beneficial owner is not identified by the relevant Depository as on the Record Date, the Issuer would keep in abeyance the payment of interest and/or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to it, whereupon the interest or benefits shall be paid to the relevant Debenture Holder(s) within a period of 30 Business Days. Borrowing Powers of the Board Pursuant to a shareholders’ resolution dated [●] in accordance with provisions of the Companies Act, 1956, the Board has been authorised to borrow, from banks/financial institutions at their discretion up to Rs. [●].

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 Holder(s) available with the Issuer, with its Subsidiaries and Affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its Subsidiaries and Affiliates nor their agents shall be liable for use of the aforesaid information. Further the Issuer shall comply with the provisions of the Centralized Data Base Regulations as and when the same are applicable. Debenture Holder not a Shareholder The Debenture Holder(s) will not be entitled to any of the rights and privileges available to the shareholders of the Issuer. Rights of Debenture Holder(s)/Beneficial Owners The Debentures shall not, except as provided in the Act confer upon the Debenture Holders thereof any rights or privileges available to the members of the Issuer including the right to receive Notices or Annual Reports of, or to attend and/or vote, at the general meeting of the Issuer. However, if any resolution affecting the rights attached to the Debentures is to be placed before the shareholders, the said resolution will first be placed before the concerned registered Debenture Holder(s) for their consideration. In terms of Section 219(2) of the Act , holders of Debentures shall be entitled to a copy of the balance sheet on a specific request made to the Issuer. The Debentures are subject to the provisions of the Act, the Memorandum and Articles of the Issuer, the terms of this Information Memorandum and the Application Form. Over and above such terms and conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the Debenture Trust Deed, Debenture Certificates, SEBI Regulations, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by any Governmental Authority and/or other authorities and other documents that may be executed in respect of the Debentures. Save as otherwise provided in this Information Memorandum or the Debenture Trust Deed, the provisions contained in Annexure C and/ or Annexure D to the Companies (Central Government’s) General Rules and Forms, 1956 as prevailing and to the extent applicable, will apply to any meeting of the Debenture Holder(s), in relation to matters not otherwise provided for in terms of the Issue of the Debentures. A register of Debenture Holder(s) will be maintained in accordance with Section 152 and 152A of the Act and all interest and principal sums becoming due and payable in respect of the Debentures will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of Debenture Holder(s).


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The Debenture Holder(s) will be entitled to their Debentures free from equities and/or cross claims by the Issuer against the original or any intermediate holders thereof. Modifications of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with Approved Instructions or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture Holders in accordance with the Debenture Trust Deed. Modification of the Information Memorandum The Registrar and the Issuer may agree, without the consent of the Debenture Holder(s), but with the prior notice of the Debenture Holder(s) to any modification of this Information Memorandum which is a manifest or proven error or is in violation of any provision of law. Modification of the Debentures The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated upon Approved Instructions and otherwise in accordance with the Debenture Trust Deed; provided that nothing in such consent, instruction or resolution shall be operative against the Issuer where such consent or resolution modifies or varies the terms and conditions governing the Debentures and the same are not reasonably acceptable to the Issuer acting reasonably. Right to Accept or Reject Applications The Board 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. The Application Forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: a. Number of Debentures applied for is less than the minimum application size; b. Bank account details not given; c. Details for issue of Debentures in electronic/ dematerialised form not given; d. PAN/GIR and IT Circle/Ward/District not given; e. In case of applications under Power of Attorney by limited companies, corporate bodies, etc. relevant

documents not submitted; f. In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of

such Debentures will be refunded, as may be permitted. The rejected applicants will be intimated along with the refund warrant, if applicable. Interest on application money will be paid from the date of the online/electronic transfer till one day prior to the date of refund. Depository Arrangements changes (if any) The Issuer has appointed TSR DARASHAW Pvt Ltd, as Registrar to the Issue. The Issuer has made necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialized form. Investors can hold the debentures only in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time. 1. The Issuer and the Debenture Trustee will enter into a Debenture Trust Deed on or about the date of this

Information Memorandum, inter alia, specifying the rights, powers, authorities and obligations of the Issuer and the Debenture Trustee in respect of the Debentures.

2. The Debenture Holder(s) shall, by signing the Application Form and without any further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or authorized officials to do inter-alia all acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Information Memorandum and in accordance with the Debenture Trust Deed.


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3. All the rights and remedies of the Debenture Holder(s) shall vest in and shall be exercised by the Debenture Trustee without having it referred to the Debenture Holders.

4. 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.

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

6. The Debenture Trustee will protect the interest of the Debenture Holder(s) in the event of ‘Default’ by the

Issuer in regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Issuer.

Debenture Trust Deed and this Information Memorandum The terms and conditions of this Information Memorandum shall be read in conjunction with the Debenture Trust Deed as registered in the Office of the relevant Sub-Registrar, [●] in the State of [●]. It is specifically agreed between the Debenture Trustee and the Issuer that in case of any repugnancy, inconsistency or where there is a conflict between the conditions as stipulated in these presents and the Information Memorandum, the conditions as stated in the Debenture Trust Deed shall prevail. Notices All notices to the Debenture Holder(s) required to be given by the Issuer or the Debenture Trustee shall have been given in the manner as prescribed under the Debenture Trust Deed. Joint-Holders Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to other provisions contained in the Articles of Association of the Issuer. Issue Procedure

Only eligible Investors as given hereunder 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 application should be for a minimum of 1 (one) Debenture (Rs. 10,00,000/-) and in multiples of 1 (one) Debenture (Rs. 10,00,000/-) thereafter. 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 interest/ redemption warrants.

The applicant must along with the transfer payments/application amounts required to be made by way of any electronic clearing services (ECS), real time gross settlement (RTGS), direct credit or national electronic fund transfer (NEFT) to the Issuer (and where direct credit, ECS, RTGS, or NEFT service is not available, by way of bank draft or demand drafts), to the bank account of the Issuer as per details mentioned in the application form. Any application amount if paid by way of either demand draft(s) or bank draft drawn or made payable in favour of the Issuer or otherwise as may be set out in the application form and crossed “Account Payee Only”. Bank drafts 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 applicant or in the case of an application in joint names, each of the applicant, should mention its Permanent Account Number (PAN) allotted under the Income-tax Act, 1961. As per the provision of Section 139A(5A) of the Income Tax Act, PAN needs to be mentioned on the TDS certificates. Hence, the Investor should mention his PAN if the Investor does not submit Form 15G/15AA/other evidence, as the case may be for non-deduction of tax at source. In case the PAN has not been allotted, the applicant shall mention “Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non applicability) in the appropriate box provided for the purpose.


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Application Forms without this information will be considered incomplete and are liable to be rejected. In case of failure to furnish PAN Number, tax at source will be deductible at the applicable rate. Applications may be made in single or joint names (not exceeding three). In the case of joint applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named applicant whose name appears in the Application Form at the address mentioned therein. Application Procedure Notwithstanding anything contained otherwise, the Issuer reserves the right to accept or reject any application in full or part, without assigning any reason. Subject to this, in case of over subscription, priority shall be given to the eligible Investors on a first cum first serve basis. Potential investors will be invited to subscribe by way of Application Form whose format prescribed in the Information Memorandum during the period between the issue opening date and the issue closing date (both dates inclusive). The Issuer reserves the right to close the Issue at the earlier date on the Issue being fully subscribed. Fictitious Application: As a matter of abundant caution and although not applicable in the case of debentures, attention of applicants is specially drawn to the provisions of Section 36 of the Act which states that “Any person who: (a) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or (b) otherwise induces a company to allot, or register any transfer of, shares therein, to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years”. Basis of Allotment 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 pay-in date. Deemed Date of allotment for the issue is [●], by which date Investors would be intimated of allotment. Payment Instructions Applicants should remit the application amount along with the applications through RTGS on [●]. The RTGS details of Issuer are as under: IFSC Code: [●] Account Name: [●] Bank Account No.: [●] Bank: [●] Branch: [●] Eligible Investors Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the public or any section thereof through this Information Memorandum and this Information Memorandum and its contents should not be construed to be a prospectus under the Act. The Issue is a domestic issue and is being made in India only.

This Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures. The categories of investors eligible to subscribe to the Debentures in this Issue, when addressed directly, are4: (a) Banks and Financial Institutions; (b) Public Financial Institutions (as defined under Section 2(72)of the Act); (c) Non Banking Financial Companies; (d) Mutual Funds; (e) Companies;

4 JSA: Kindly confirm with the Issuer if they would like to modify the eligible investors list.


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(f) Foreign Institutional Investors; (g) Insurance Companies; and (h) any other eligible investor who are authorized to invest in the debentures. All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this issue of Debentures. Depository Arrangements The Issuer shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form. List of Beneficiaries The Issuer shall request the Depositories to provide a list of Beneficiaries as at the end of the relevant Record Date. This shall be the list, which will be used for payments of interest or repayment of redemption monies, as the case may be. Applications under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with the submission of the completed application form. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication. In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/ or bye-laws along with other constitution documents must be attached to the application form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed application. Procedure for applications by Mutual Funds and Multiple Applications In case of applications by mutual funds and venture capital funds, a separate application must be made in respect of each scheme of an Indian mutual fund/ venture capital fund registered with the SEBI and such applications will not be treated as multiple applications, provided that the application made by the asset management company/ trustee/ custodian clearly indicates their intention as to the scheme for which the application has been made. The applications forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of SEBI registration certificate Resolution authorizing investment and containing operating instructions Specimen Signature of authorized signatories Documents to be provided by Investors Investors need to submit the following documentation, as applicable Memorandum and Articles of Association / Documents Governing Constitution Resolution authorizing investment Government notification/ Certificate of incorporation Specimen signatures of the authorised signatories duly certified by an appropriate authority SEBI Registration Certificate (for Mutual Funds) Copy of PAN Card to be submitted Form 15AA granting exemption from TDS on interest Form 15H for claiming exemption from TDS on interest on application money, if any.


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Order u/s197 of Income Tax Act, 1961 Order u/s10 of Income Tax Act, 1961 Application form (including RTGS details) 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 peruse the Debenture Trust Deed and further 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. 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 interest and all other amounts payable to the Debenture Holder(s) through electronic transfer of funds or RTGS. Succession In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), 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 recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof or indemnity. Nomination In the event of, however, a deceased Debenture Holder having nominated any person entitled to be registered as the Debenture holder in the event of his death, such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder, notwithstanding anything contained in any other law for the time being in force. Mode of Payment All payments must be made through cheque(s)/draft(s)/transfers/RTGS as set out in the Application Form. The Applicants are requested to write their names and application serial number on the reverse of the instruments by which the payments are made. The Applicants are requested to tick the relevant column “Category of Investor” in the Application Form.

Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum other than the Deemed Date of Allotment, fall on a public holiday, is not a Business Day, the next succeeding Business Day shall be considered as the effective date(s). In case Record Date / book closure date falls on a day which is not a Business Day, the day prior which is a Business Day shall be the Record Date / book closure date. However, for avoidance of doubt, the Deemed Date of Allotment may fall on an non Business Day. Payment of Interest Interest for each of the interest periods shall be computed on an actual/actual days a year basis on the principal outstanding on the Debentures at the Coupon Rate. Tax Deduction at Source (a) All payments to be made by the Issuer shall be made after deduction or withholding for or on account of


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tax required to be made under Applicable Law (“Tax Deduction”). Provided however that any Tax Deduction made by the Issuer shall be subject to and in accordance with the provisions of the Debenture Trust Deed.

(b) In the event the Issuer is required to make a Tax Deduction, the Issuer shall make the payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by Applicable Law.

(c) The Issuer shall within the applicable statutory period after the due date of payment of any tax or other amount which it is required to pay, deliver to the Debenture Trustee evidence of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Letters of Allotment The Debentures will be credited in dematerialised form within the time period specified in the Debt Listing Agreement entered into between the Stock Exchange and the Issuer. Deemed Date of Allotment All the benefits under the Debentures, including but not limited to the payment of interest, will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is [●]. Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within the applicable statutory period from the Deemed Date of Allotment. 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 Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any and no interest shall be paid on such refund amount. PAN Number Every applicant should mention its Permanent Account Number (PAN) allotted under Income Tax Act, 1961, on the Application Form and attach a self attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected. Payment on Redemption Payment on redemption will be made by way credit through RTGS system/ ECS/ NEFT/direct credit/ electronic funds transfer (an in the absence of the same by way of bank drafts/demand drafts) in the name of Debenture Holder(s) whose names appear on the List of Beneficial Owners given by the Depository to the Issuer as on the Record Date. In case of any payment is made by the Issuer in the form of bank drafts or demand drafts, the same shall be payable at par at such places as the Issuer may deem fit. In case such “payable at par” facility is not available at any place of payment, the Issuer shall have the right to adopt any other suitable mode of payment. The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture Holder(s). On such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account of the Debenture Holder(s) with NSDL /CDSL will be adjusted. The Issuer’s liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished on redemption and payment thereof. Payments of any amounts in relation to the Debentures, in the form of principal, interest or otherwise by the Issuer to the Debenture Trustee on behalf of the Debenture holders shall be deemed to be pro tanto payment and satisfaction to the Debenture Holders.


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DECLARATION We declare that all the relevant provisions of the Regulations/Guidelines issued by SEBI and other applicable law have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the Regulations/Guidelines issued by SEBI and other applicable law, as the case may be. Signed for and on behalf of [Name of the Issuer] sd- Authorised Signatory Date: [●] Place: [●]


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ANNEXURE 1: TERMSHEET

NON-BINDING INDICATIVE TERM SHEET FOR INVESTMENT IN SPR CONSTRUCTIONS PRIVATE LIMITED

BY SUBSCRIBING TO ITS SECURED REDEEMABLE AND NON-CONVERTIBLE DEBENTURES

This non-binding term sheet (this “Term Sheet”) sets forth the principal terms and conditions of the proposed investments being advised by Piramal Fund Management Private Limited (“PFML”) and IndiaReit Investment Management Co (Mauritius) (“IIMC”), by way of subscription to certain Secured Redeemable and Non-Convertible Debentures (“NCDs”), in SPR Construction Private Limited (the “Company”), a private limited company incorporated under the provisions of the Companies Act, 1956 (India) having its registered address at 57 , Narayana Mudali Street,Mint,Chennai – 600079 and promoted by Mr. Prithviraj Kawad and Mr. Hitesh P Kawad (hereinafter referred to as the “Promoter”), undertaking real estate construction and developments in Porur & Vepery, at Chennai (the “Proposed Transaction”). It is expressly understood that this Term Sheet is intended to serve as a basis of discussions only and does not constitute an agreement or commitment to negotiate, proceed with or consummate the Proposed Transaction or to enter into any binding agreements or documentation with respect thereto; provided that the sections of this Term Sheet captioned “Processing Fees/Finder’s Fee”, “Fees and Expenses”, “Exclusivity”, “Confidentiality”, “Governing Law & Arbitration” and “Long-Stop Date” shall be binding on the Parties (the “Binding Provisions”). The subscription to NCDs by the Debenture Holders (as defined hereinafter) is subject to legal, financial, tax and technical due diligence, credit and other internal approvals of the Debenture Holders and agreement and execution of satisfactory definitive agreements providing for the Proposed Transaction. The Company, Promoter, PFML and IIMC are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

1. Issuer of NCDs: SPR Construction Private Limited i.e., the Company 2. Debenture Holders: Debenture Holders shall mean the several persons who are, for the time being and

from time to time, holders of the Debentures (the “Debenture Holders”). IIMC and PFML are entering into this term sheet with respect to the investments of their respective clients.

3. Debenture Trustee The Debenture Holders shall appoint an entity registered with SEBI under the SEBI (Debenture Trustees) Regulations, 1993 to act as a trustee for the purpose of holding the security being offered by the Issuer to secure the interest of the Debenture Holders (referred to as “Debenture Trustee”).

4. Promoters: Mr. Prithviraj Kawad and Mr. Hitesh P Kawad (“Promoters”) will continue to hold 100% of the shares of the Company at all times until the complete exit of the Debenture Holders from the Company. The shareholding structure of the Company as of the date hereof is attached as Schedule 1 to this Term Sheet. Mr. Hitesh P. Kawad (the “Key Man”) and his family members (the “Promoter Individuals”), both directly and indirectly, hold 100% of the shares of the Company. The Promoter Individuals shall be represented by the Key Man, who shall have an irrevocable and absolute power of attorney and proxy to act on behalf of the Promoters


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and all the Promoter Individuals and, in connection therewith, take any decision which may be required to be taken and do all acts and execute all documents which are or may be required to be done or executed by the Promoters and the Promoter Individuals for the proper and effective fulfillment of the rights and obligations hereunder and under the Definitive Agreements, and which decisions, acts and documents shall be binding on the Promoters and the Promoter Individuals.

5. Details of the Projects

A description of the Project Details is set forth on Schedule 2. Project 1: Osian Chlorophyll project of total saleable area ~1.35 million square

feet is under development in Porur, Chennai and being executed by the SPR&RG constructions Private Limited.

Project 2: Proposed residential project by the Issuer in 34,657 square feet of land located at Vepery, Chennai. The project is being executed under JDA with a development potential of 1,50,173 square feet, of which the Company’s share of saleable area is 1,23,975 square feet

The Company would develop the Projects as per the business plan to be approved by the Debenture Holders (the “Approved Business Plan”).

6. Proposed Transaction

To give effect to the investment and the subscription hereof, the Company, the Promoter and Debenture Trustee shall negotiate such documentation as mutually agreed between the Parties (“Definitive Agreements”) The Project is currently held directly by the Company. The investment by the Debenture Holders will be made in Secured Redeemable and Non-Convertible Debentures (“NCDs”) issued by the Company in the principal amount of Rs 120,00,00,000 (i.e., One Hundred and Twenty Crores)(“Issue Amount”). The Issue Amount for the initial subscription to NCDs shall be subscribed to by the Debenture Holders upon satisfaction of the conditions precedent set forth in the Definitive Agreements, as detailed under the caption “Conditions Precedent” below. Funding may be structured in tranches as may be mutually agreed between the Parties and the funding of subsequent tranches will be subject to the conditions precedent for such tranche as are further detailed under the caption “Conditions Precedent to Subsequent Tranches” below. The NCDs would be listed on Bombay Stock Exchange or National Stock Exchange or any other recognised stock exchanges acceptable to the Debenture Holders within the time period prescribed for listing to enable FII/FPIs to participate which time today stands at 15 days. The Promoter and the Company undertakes that it shall complete the listing of the NCDs within a period of 15 days from the date of issuance and if such listing has not been completed within such period, the Company shall immediately repurchase and redeem the NCDs from the Debenture Holders. During such period, the Trustee will hold the Issue Amount against the listing of the NCDs. The NCDs shall bear a coupon (“NCD Coupon”) of 20.00% of the Issue Amount per annum, which shall be reduced to 18.50% upon satisfaction of conditions which shall be stipulated in the definitive agreements. The NCD Coupon shall be accrued and paid quarterly in arrears by the Company. The Company shall not declare or pay any dividend, whether interim or final, without the prior approval of the Debenture Trustee until payment in full has been made of all


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Processing Fees/Finder’s Fee, NCD Coupons and the full repayment of the Issue Amount in redemption of the NCDs.

7. Sources & Uses of Funds:

Schedule 3 sets forth the proposed indicative sources and uses of funds proposed by the Company for the Projects.

8. Use of Issue Amount The net proceeds of the Issue Amount, after payments of fees and other expenses incurred in connection with the issuance of the NCDs, will be utilised by the Company in accordance with the sources and uses set forth on Schedule 3, more specifically as follows: - Upto Rs. 40 crore for refinancing of existing loans, DSRA & transaction fee - Upto Rs. 50 crores for general corporate purpose - Upto Rs. 30 crores for construction expenses in Project 1& 2 The Company shall invest the surplus funds from the Issue Amount only in liquid mutual funds or any other investment as approved by the Debenture Holders/Trustee.

9. Security Interests and Financial Ratios:

The NCDs will be secured against a minimum security cover of tangible assets (based on DCF valuation) to be at least 2x of the Issue Amount outstanding from A first and exclusive charge on the land, improvements, fixtures and residential

units comprising the Projects and 100% of the equity interests in the Company. 100% pledge of the entire shares of the Company held by the Promoters & his

associates Pledge of shareholding of Mr. Hitesh P Kawad and Mr. Prithviraj Kawad in SPR

& RG Constructions Private Limited A first and exclusive charge on the cash flows from the Projects; Retention of project cash flows in the Retention Accounts; Post-dated cheques towards the coupon payments and/or undated cheques

towards the total redemption amount of the NCDs; Corporate guarantee from the Promoter; Personal guarantees from Mr.Hitesh P Kawad and Mr. Prithviraj Kawad.; Demand Promissory Notes; First charge on Hypothecation of Raw Materials and Work in Progress of entire

project; and Such other security interests, escrows, cash sweeps, guarantees and/or other

mechanisms as may be mutually agreed between the Parties. 10. Processing Fee/

Finder’s Fee: One-time fee of Rs 2 Crores plus service tax applicable thereto in the following manner: Rs 50 Lakhs plus service tax to be paid at the time of execution of this Term

Sheet; and Balance Processing Fee plus service tax to be paid at the time of first tranche

closing.

The Processing Fee/Finder’s Fee shall be paid solely to the account of such person(s) as may be instructed by the Debenture Holders.

11. Fees and Expenses The parties agree that the fees and expenses of the legal counsel, tax advisors, financial consultants and other advisors appointed by Debenture Holders to draft the Definitive Agreements, conduct legal and financial due diligence and advise on the capital structuring for the Company shall be borne by the Company

12. Tenure and Repayment of Issue Amount:

4.0 years from the date of issuance/first tranche closing. The repayment schedule of the Issue Amount shall be as set forth on Schedule 4,


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subject to a moratorium period of 18 months from the date of first tranche closing. Repayment of Issue Amount may be accelerated subject to availability of Project’s cash flows, provided however any repayment of the Issue Amount for the NCDs other than as set forth on Schedule 4, shall not be permitted prior to the completion of 12 months from the date of the issuance of such NCDs/first tranche closing. Amount prepaid through take over from any other fund/institution of the present facility directly or indirectly will attract charges of 2% of the Issue Amount prepaid (the “Refinancing Charge”). It is hereby clarified that amount prepaid through project cash flows shall not attract Refinancing Charge.

13. Retention Mechanism:

A bank account shall be opened by the Company in which all the sale proceeds and all other amounts received with respect to the Project shall be deposited (the “Escrow Account”). The Escrow Account shall be charged in favour of the Debenture Trustee for the benefit of the Debenture Holders and the balance in this Escrow Account shall be routed through a retention mechanism and shall be further utilized only for:

Payment of the Processing Fee, NCD Issuance fee, the NCD Coupon, any Default Coupons and the full repayment of the Issue Amount; and

Project expenses towards construction and development of the Projects consistent with the Approved Business Plan.

The detailed flow of the sale proceeds and all other amounts received with respect to the Projects will be as follows:

100% of Project inflows shall be deposited in the respective Escrow accounts 50% of the inflows from Project 1 and 80% of the inflows from Project 2 shall be

transferred to the respective Retention Accounts. Surplus, if any, may be released solely for the purpose of construction at the

discretion of the Debenture Holders/ Debenture Trustee. The amount standing to the credit of Escrow/Retention Account shall be utilized for repayment/prepayment of outstanding NCDs.

End-use of funds certificate from the Company to be submitted quarterly Notwithstanding any of the above, no money will be taken out of the Project by

the Promoter until the Debenture Holders have been fully repaid, except as mentioned in the term sheet or with prior written permission of the Debenture Holders/ Debenture Trustee.

14. Additional NCD Coupon in case of default in payment:

If any NCD Coupon or payment of principal is not paid on the date required for such NCD Coupon or principal repayment as per the Repayment Schedule provided on Schedule 4, then the Company shall be required to pay an additional NCD Coupon (the “Default Coupon”), which, in the case of a missed NCD Coupon will be in the amount of 36% p.a. of the missed NCD Coupon (compounded or calculated pro rata diem for the same period and in the same manner as the missed NCD Coupon), and in the case of a missed principal repayment will be in the amount of 36% p.a. of the missed principal repayment. Any other compounded or accruing interest or penalties applicable to missed Coupon or missed principal repayment will also apply to any Default Coupons.

15. Conditions Precedent

The Parties agree that subscription of NCDs (or each tranche thereof) by the Debenture Holders shall be subject to the fulfillment (or waiver), to the sole satisfaction of Debenture Holders, of certain conditions precedent.


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Conditions precedent to closing of the initial tranche of NCDs of up to Rs. 40 (Forty) Crore shall be set out in greater detail in the Definitive Agreements and shall include, but shall not be limited to, the following: 1. A No-objection certificate has been received from the existing lenders – Piramal

Finance Private Limited and Indian Overseas Bank. 2. The Debenture Holders have received satisfactory evidence by way of a title

certificate/ confirmation of title from a reputed Indian law firm, with sufficient qualifications and experience in the relevant jurisdiction to give such opinion, that the Company is in possession of clean, marketable and unencumbered title over the Project and the underlying real property of Projects 1& 2.

3. Transfer of shares of SPR&RG Constructions Pvt Ltd held by the Promoters to the Company

4. Execution of facility/security documents including share pledge agreement & personal guarantees, to the satisfaction of Debenture Trustee

5. Creation of Debt Service Retention Account for amounts equivalent to 3 months of interest obligation

6. Execution of Joint Development Agreement (JDA) for project 2 7. Approved Business Plan has been prepared by the Company and approved by

Debenture Holders; 8. The Debenture Holders have received satisfactory representations and warranties

and other evidence from the Promoter and the Company as to the current zoning, building permit status of the land, plan sanctions and approvals;

9. The Debenture Holders have received satisfactory evidence of compliance with all applicable national, state, and local laws (including without limitation, all laws relating to zoning and environmental impact) and regulations;

10. Satisfactory review by the Debenture Holders of the status of all licenses, entitlements, permits, certificates, inspections, approvals, development agreements, etc. necessary to develop and operate the Project for its intended use, received so far;

11. The Debenture Holders have completed their legal, financial, commercial/valuation, with satisfactory results.

12. Handover of the requisite Post Dated Cheques and/or Undated Cheques 13. Satisfactory Credit Report from existing major lender(s) 14. Satisfactory CIBIL check in respect of Promoter, Issuer, Directors and others as

required

16. Conditions Precedent to Subsequent Tranches:

Conditions precedent to closing of additional tranche of NCDs shall be set out in greater detail in the Definitive Agreements and shall include but shall not be limited to, the following:

General Conditions Precedent for Subsequent Tranches: 1. Continued possession of clean, marketable and unencumbered title over the

Project and the underlying real property (except as expressly contemplated by the Approved Business Plan), including the receipt of updated legal opinion.

2. Continued possession of all requisite approvals; 3. Compliance with Approved Business Plan; 4. Representations and warranties, including as to the current zoning, building

permit status of the land, plan sanctions and approvals; 5. Continued effectiveness of environmental clearance/approvals for the Project;


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6. Continued compliance with all applicable national, state, and local laws and regulations;

7. Continued effectiveness of all licenses, entitlements, permits, certificates, inspections, approvals, development agreements, etc.;

8. Continued effectiveness of security. 9. Satisfaction of any project milestones detailed in the Definitive Documents; 10. Absence of any breach of representations, warranties and covenants and

compliance with security coverage covenants and financial ratios. In addition to the above, the specific Conditions Precedent to be met for the individual tranches are as follows: Specific Conditions Precedent for Second Tranche of upto Rs. 50 (Fifty) Crores for general corporate purposes: 11. Creation of Charge on Project 1 & 2 in favor of the Trustee/Subscribers 12. The security created by the Company and the Promoter under the Definitive

Agreements in favour of the Debenture Trustee for the benefit of the Debenture Holders shall have been duly perfected and registered within 7 days from the first tranche closing so as to be in full force and effect in accordance with the terms thereof.

13. Achievement of incremental sales of 10,000 square feet area in Project 2

Other conditions/covenants:

14. Receipt of clearance from Ministry of Environment & Forestry, India for the Project 1 within 90 days from the date of initial disbursement

17. Management of the Company with regard to the Project:

The Definitive Agreements to be entered into between the Parties shall include the following principal terms and conditions in relation to the management of the Company with regard to the Project: 1. The Debenture Holders shall have a right to appoint two (2) non-retiring directors

and alternate directors thereof on the board of the Company (“Board”). The Debenture Holders shall be empowered to appoint, remove and replace, from time to time, the directors and alternates nominated by them.

2. The Debenture Holders shall, at all times during the course of Projects, have the right to engage their own inspecting architect/engineer, independent project and statutory or special auditors to review and monitor construction of the Project, the cost of which will be borne by the Company. The Company, the Developer and the Promoter[s] shall provide all cooperation and facilitate those individuals or organizations acting as representatives of the Debenture Holder.

3. Constitute a project monitoring committee (“Project Monitoring Committee”) for review, oversight and approving decisions on all aspects on the Project. The Project Monitoring Committee will include two (2) members from the Debenture Holders. The detailed procedure adopted for conducting the Project Committee meetings, serving notices, etc. will be elaborated in the Definitive Agreements.

18. Representations and Warranties:

Corporate status of the Developer, the Promoter[s] and the Company Operations of the Developer, the Promoter[s] and the Company Valid, binding, and enforceable nature of all obligations of the Developer,

Promoter[s] and Company under the Definitive Agreements Receipt of all governmental and third party authorizations required or essential,


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for the entry and delivery of the Definitive Documents Absence of undisclosed liabilities Absence of related party transactions. All security documents have been executed, delivered and registered (or agreed

upon, as the case may be) and when appropriate forms are filed as required under applicable law, shall create the security expressed to be created thereby

No occurrence of any [material]Event of Default No material litigation/ legal or regulatory proceedings pending or threatened Absence of insolvency proceedings, or threat of insolvency proceedings or

undisclosed indebtedness of the Company Taxation status and compliance Compliance with applicable Laws Assets, Property and Title Absence of land aggregation risk or zoning risk with respect to properties securing

NCDs. Receipt of all licenses and approvals required for the Project Insurance Adherence to health and safety standards including the employment of a reputed

construction company with adequate experience, expertise and financial resources to complete and operate the applicable project in accordance with health and safety standards, social security and labor laws, including regular technical review of adherence.

19. Covenants The Definitive Agreements will contain customary affirmative and negative covenants, such as covenants regarding the following matters: Delivery of financial reports; Notices of material events; Maintenance of insurance; Taxes; Maintenance of records; Further assurances to ensure sufficient collateral at all times; Incurrence of indebtedness; Incurrence of encumbrances; Sales of assets; Investments; Dividends and other restricted payments; Prepayments of other indebtedness; Transactions with affiliates; Changes in capital structure or organizational documents; Changes in control of company or promoter; and Changes in accounting methodology.

20. Transfer / Assignment Provisions:

The Company shall not assign any of the rights, duties or obligations hereunder without the prior written consent of the Debenture Holders, which the Debenture Trustee shall be entitled to withhold on their behalf in its absolute discretion without providing any reason whatsoever. Subject to the Inter-creditor Agreement amongst the Debenture Holders, the Debenture Holders shall also have the right to novate, transfer or assign their respective rights under the Definitive Agreements in connection with any such transfer.

21. Auditor and Access to Records

An accounting firm (which might be Ernst & Young, Deloitte &Touche, KPMG, Grant Thornton, PricewaterhouseCoopers or any other equivalents) shall be appointed as the Project’s outside auditors (or as may be mutually agreed between the Parties) simultaneously with the subscription of the NCDs, the cost of which will be borne by


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the Company. The Debenture Holders shall be entitled to full access during normal business hours to inspect all the books, accounts and records of the Company with regard to the Project. Access may be exercised through an employee of, or consultant or adviser to, the Debenture Holders. In case of event of default the Debenture Holders may also appoint a special auditor to audit the Company and the Project and provide a report thereon to Debenture Holder, the cost of which will be borne by the Company. The special and/or outside auditors, as the case may be, shall have complete access to books, accounts and records of the Company with regard to the Project and the Company and Promoter shall provide all necessary assistance to such special/outside auditor with respect to the Project.

22. Insurance and Indemnification:

The Company and the Promoter will carry comprehensive liability, fire, earthquake, extended coverage and other appropriate insurance coverage with respect to the Project for a coverage amount and with a carrier acceptable to the Debenture Holders, and with a noting of charge in favor of the Debenture Holder/Trustee. The Definitive Agreements shall provide for customary indemnification rights for the Debenture Holders and the Debenture Trustee including but not limited to indemnification for legal proceedings initiated against the Company or the Promoter. The Company and the Promoter shall also adhere to all applicable laws and regulations, including labor laws and regulations, and the Company shall be required to indemnify, defend and hold harmless the Debenture Holders against any losses caused by non-compliance with such laws or regulations.

23. Events of Default “Event of Default” under the Definitive Agreements will be defined to include:

Material breaches of the Definitive Agreements by the Promoter or Company; Default by the Company in payment of any coupon, fee, principal or other

amount payable to the Debenture Holders; The Company being deemed unable to pay its debts or becomes unable to pay

its debts as they fall due or suspends or threatens to suspend making payments (whether principal or interest) with respect to any of its debts;

Customary cross-default provisions; Non-performance of any Conditions Subsequent; Any Governmental Authority having condemned, nationalized, seized, or

otherwise expropriated all or any part of the Project; Any execution, attachment or restraint has been levied on all or any material

part of the Project; Change in the ownership, control or management of the Company; Material deviation from the Approved Business Plan for the Project; Failure to comply with specified financial ratios; Invalidity or challenge to the validity of any security interest in the collateral; The institution of any bankruptcy or liquidation proceedings (a) by the

Promoters or the Company or (b) against the Promoters or the Company unless withdrawn or dismissed within 60 days from filing of the same.

Further, the consequences of an Event of Default including the manner and priority in which payments are required to be made upon the occurrence of an Event of Default


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and subsequent enforcement of security shall be specifically provided in the Definitive Agreements. This will include, inter alia, the right to take board control, step into the project and control all aspects related to it include selling unsold stock at prices necessary to clear the stock and getting a new development manager to complete the construction etc.

24. General Conditions: The above terms are meant solely to indicate the Debenture Holders’ interest in the Proposed Transaction. Nothing contained herein, whether stated or implied, shall impose any obligation of any kind upon the Debenture Holders (including any legal obligation to provide any financing to or make any NCD investment in the Company or otherwise with Promoter) except as may be expressly agreed in the Definitive Agreements as executed by Debenture Holders, the Company and the Promoter. For further clarity, this Term Sheet is not binding on the Parties, except for the Binding Provisions.

25. Confidentiality The terms of this Term Sheet including its existence and the current discussion shall be confidential among the Parties hereto and shall not be disclosed to any third party, other than to the Debenture Holders, the Debenture Trustee and to their and each Party’s respective advisors, employees, consultants, directors on a need to know basis. Notwithstanding anything contained herein, the Parties acknowledge that the Debenture Holders may need to disclose these details to its regulators, employees, affiliates, investment committee and investors or prospective investors. No announcements, press releases or other public disclosures concerning this transaction shall be made by any Party save in the form agreed in writing between the Parties or where required by applicable law or regulation or any government agency or authority with jurisdiction over the applicable party.

26. Non-Compete: Except for the projects set forth on Schedule 5, for so long as any NCDs remain outstanding, the Debenture Holders shall be entitled to receive written notice of any such proposed competitive residential project within 5 km radius along with the budget plan for such competitive project and all relevant data and material and the Promoter shall be required to first offer to the Debenture Holders an opportunity to participate in such competitive project on mutually acceptable terms and conditions.

27. Governing Law and Arbitration

Governing Law: any disputes arising out of or in connection with the validity, interpretation or implementation of this Term Sheet shall be governed by the laws of India and subject to the provisions related to arbitration (below),the courts and tribunals at Chennai shall have exclusive jurisdiction.

Arbitration: In the event of there being any dispute or difference between the Parties hereto as to any clause or provision of this Term Sheet or as to the interpretation hereof or as to the rights, liabilities, acts, omissions of any Party hereto arising under or by virtue of this Term Sheet or otherwise in any way relating to this Term Sheet, such dispute will be referred to Arbitration by a single arbitrator to be appointed by the Parties jointly. However, if the Parties fail to appoint the single arbitrator then 1 (one) arbitrator shall be appointed by each party. The two arbitrators so appointed shall then appoint a third arbitrator.

The venue of Arbitration shall be at Mumbai, India. The Arbitration proceedings shall be resolved exclusively by the Indian

chapter of the London Court of International Arbitration the (“LCIA”) and


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under the LCIA Rules.

The award given by the arbitrators shall be final and binding on the Parties and may be entered in any court having jurisdiction over the Parties.

28. Exclusivity: The Company, the Promoters and the Promoter Individuals acknowledge that the prospective Debenture Holders will devote substantial time and incur substantial out-of-pocket expenses (including travel expenses etc.) in connection with conducting their due diligence investigations of the Project, drafting and negotiating this Term Sheet and the Definitive Agreements and related documents, obtaining third party consents and incur other substantial related expenses in connection with their investigation and consideration of the Proposed Transaction, the full cost of which will not be reimbursed by any expense reimbursement provisions provided for hereunder (collectively, “Investment Expenses”). In consideration for the devotion of time to the Proposed Transaction and the incurrence of Investment Expenses, the Company, the Promoter[s]and the Promoter Individuals agree that from and after the signing date of this Term Sheet until sixty (60) days, (the “Exclusivity Period”)neither they, nor any of their respective Affiliates or relatives, shall: (A) enter into any written or oral agreement or understanding with any person or entity (other than the prospective Debenture Holders represented by PFML ) regarding Another Transaction (as defined below); (B) enter into or continue any negotiations or discussions with any person or entity (other than the prospective Debenture Holders represented by PFML) regarding the possibility of Another Transaction; or (C) except as otherwise required by law, court order or similar compulsion, provide any nonpublic financial or other confidential or proprietary information regarding the Project (including this Term Sheet and any other materials containing the prospective Debenture Holders’ proposal and any other financial information, projections or proposals regarding the Project) to any person or entity (other than to the PFML, the prospective Debenture Holders represented by PFML and their respective representatives) whom Promoter knows, or has reason to believe, would have any interest in participating in Another Transaction. As used herein, the term “Another Transaction” means any sale of all or any part of the Company or the Project, or any interest in the Company or the Project, directly or indirectly, or any debt or equity investment in or related to the Company or the Project. The Promoter hereby represents to the Debenture Holder that neither it nor the Company is currently negotiating or is bound to negotiate Another Transaction with any other person or entity and that its execution of this Term Sheet does not violate any agreement to which it or the Company is bound or to which any of their respective assets is subject.

29. Long Stop Date If the Definitive Agreements are not signed by the end of the Exclusivity Period, this Term Sheet (other than the provisions captioned “Confidentiality” and “Governing Law & Arbitration”) will terminate without any further obligation or liability for any of the Parties, other than breaches of the Binding Provisions prior to such termination.


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Schedule 1– Shareholding Structure of the Company

Shareholding Pattern: SPR Construction Private Limited

Sl. No. Name No. of Equity Shares % of shares

1 Hitesh Kumar Kawad 114000 19% 2 Prithviraj S. Kawad 66000 11% 3 Sara Devi P. Kawad 66000 11% 4 Sangeetha Devi S. Kawad 240000 40% 5 Kirti H. Kawad 114000 19%

Total 600000

Schedule 2 – Description of Project Details

Project 1: Osian Chlorophyll project of total saleable area ~1.35 million square feet is under development in Porur, Chennai and being executed by the SPR&RG constructions Private Limited

Project 2: Proposed residential project by Issuer in 34,657 square feet of land located at Vepery, Chennai. The project is being executed under JDA with a development potential of 1,50,173 square feet, of which the Company’s share of saleable area is 1,23,975 square

Schedule 3 – Indicative Sources and Uses

Sources Uses Project 1: Pending Receivables from sold area Sale realization from unsold stocks

195 Cr 247 Cr

Construction cost Selling, General & Admin expenses

210 Cr 20 Cr

Project 2: Pending Receivables from sold area Sale realization from unsold stocks

26 Cr 79 Cr

Approval Cost Construction cost Selling, General & Admin expenses

15 Cr 30 Cr 1 Cr

Total 547 Cr 276 Cr Proposed Facility 120 Cr


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Schedule 4– Repayment Schedule of the Issue Amount Principal Moratorium period of 18 months from the date of the first tranche closing

Thereafter quarterly repayment in 10 equal installments starting at the end of 21 months, payable on the last

working day of the quarter

Schedule 5 – Exceptions to Non-Compete As on date, the Company is not developing any projects within the 5 km radius of the projects involved in the current transaction


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ANNEXURE 2:

CREDIT RATING LETTER FROM BRICKWORK RATINGS INDIA PVT LTD


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ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE


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ANNEXURE 4: APPLICATION FORM

Application No: ___ Date: 23 September 2104 M/s. SPR Construction Private Limited Registered Office: 57, First Floor, Narayana Mudali Street, Chennai-600 079 Dear Sir Having read and understood the contents of the Information Memorandum dated 23 September 2014, we apply for allotment of Non-Convertible Debentures (“NCDs”) to us. The amount payable on application as shown below is remitted herewith. On allotment, please place our name(s) on the Register of Debenture Holder(s) and Beneficial Owners. We bind ourselves to the terms and conditions as contained in the Information Memorandum. (Please read carefully the instructions on the next page before filling this form) No. of Debentures Applied for No. in Figures No. in Words

1200 One thousand two hundred Amount (Rs) in figures: Rs.120,00,00,000/- Amount (Rs) in words: Rupees One Hundred and Twenty Crores Only Cheque/ Demand Draft/ RTGS Details

Date Drawn on Bank

Applicant’s Name & Address in full (please use capital letters) SPR Construction Private Limited 57, First Floor, Narayana Mudali Street Chennai Pin Code: -600 079 Telephone: 044 4216 5542 Fax: 044 2538 2708 Email: [email protected] Status: Banking Company ( ) Insurance Company ( ) Others specify Name of Authorized Signatory Designation Signatures Prithviraj Kawad Director Details of Bank Account Bank Name & Branch Nature of Account Account No.: IFSC/NEFT Code Depository Details DP Name DP ID Client ID (*) We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned above would be credited to the extent of debentures allotted. Taxpayers PAN / GIR No. IT Circle/Ward/District ( ) Not Allotted Tax Deduction Status ( ) Fully Exempt ( ) Tax to be deducted at Source ( ) Yes ( ) No We hereby agree that we (i) are knowledgeable and experienced in financial and business matters, have expertise in


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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 the Arranger or any person acting on their behalf may have conducted with respect to the Debentures, (iii) have made our own investment decision regarding the Debentures based on our own knowledge (and information we have or which is publicly available) with respect to the Debentures or the Issuer (iv) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures, (v) have not been barred from accessing the capital markets by the Securities and Exchange Board of India or any other regulatory authority and (vi) understand that, by purchase or holding of the Debentures, we are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures, including the possibility that we may lose all or a substantial portion of our investment in the Debentures, and we will not look to the Arranger for all or part of any such loss or losses that we may suffer. ____________________________________________(Tear here)_______________________ ACKNOWLEDGEMENT SLIP Application No: _______ Date: ______ Received From _______________________________________________________________________ Rs. ___________________________/- By Cheque/ Demand Draft/ RTGS No _____________________ drawn on ______________________________________________ towards application for _________Debentures. (Cheques/ Demand Drafts are subject to realisation.) For all further correspondence please contact: [●], Tel: [●] INSTRUCTIONS 1. You must complete application in full in BLOCK LETTERS IN ENGLISH. 2. Your Signatures should be made in English or in any of the Indian languages 3. Application forms duly completed in all respects, together with high value Cheques/ Pay Order/ Demand Drafts

must be lodged at the Registered Office. 4. Payments through RTGS shall be made as follows: Beneficiary : [●] Account name : [●] IFSC Code : [●] Bank Account No. : [●] Bank : [●] Branch : [●] 5. The bank draft(s)/Demand Draft(s) of high value clearing zone should be drawn in favour of "[●]" and crossed

"A/c payee" only. Cheque(s)/Demand draft(s) may be drawn on any scheduled bank and payable at Mumbai. 6. Outstation cheques, cash, money orders, postal orders and stock invest will NOT be accepted. 7. As a matter of precaution against possible fraudulent encashment of interest warrants due to loss/misplacement,

you are requested to mention the full particulars of the bank account, as specified in the application form. 8 Loss of interest cheques/refund cheques should be intimated to the Issuer along with request for duplicate issue.

The issue of duplicates in this regard shall be governed by applicable law and any other conditions as may be prescribed by the Issuer.

9. Interest warrants will then be made out in favour of the bank for credit to your account. In case the full

particulars are not given, cheques will be issued in the name of the applicant at their own risk. 10. Mr. [●] in the “Acknowledgement Slip” appearing below the Application Form will acknowledge receipt of

applications. No separate receipt will be issued. 11. You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act,


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1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided.

12. The application would be accepted as per the terms of the issue outlined in the Information Memorandum.


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ANNEXURE 5: CASH FLOW ILLUSTRATION

Cash flows (Rs Cr) Quarter ending No of days in coupon period

Amount in Rs Cr

(100) Sep-14 7 2.96 Dec-14 91 4.49 Mar-15 89 4.39

(20) Jun-15 90 4.44 Sep-15 91 5.53 Dec-15 91 5.53

12.00 Mar-16 90 5.47 12.00 Jun-16 90 4.93 12.00 Sep-16 91 4.43 12.00 Dec-16 91 3.87 12.00 Mar-17 89 3.25 12.00 Jun-17 90 2.74 12.00 Sep-17 91 2.21 12.00 Dec-17 91 1.66 12.00 Mar-18 89 1.08 12.00 Jun-18 90 0.55


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ANNEXURE 6: FINANCE STATEMENTS [To be provided by the Issuer]


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ANNEXURE 7: STOCK EXCHANGE IN-PRINCIPLE APPROVAL [To be provided by the Issuer]

Information Memorandum SPR SPR.pdfthe Registrar of Companies, Tamilnadu, Chennai, ... INFORMATION...

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Transcript of Information Memorandum SPR SPR.pdfthe Registrar of Companies, Tamilnadu, Chennai, ... INFORMATION...