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of INFORMATION MEMORANDUM FOR ISSUE OF DEBENTURES

SAMRUDDHI REALTY LIMITED

Private and Confidential � for private circulation only (This 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 as amended from time to time. Dated: December_____, 2014 Serial No. []

Registered & Corporate Office: The Land Mark, No. 21/15, 4th Floor, M.G. Road, Bangalore, Karnataka � 560001. Tel. No.: +91-80-49257111,; Fax:+91-80-41122993 Email: info@samruddhirealty.com; Website: www.samruddhirealty.com

Contact Person: Mr. Dharmesh M. Kuvalekar (Company Secretary & Compliance Officer) Promoters of our Company: Mr. Manjunath Vellore Ramakrishnan, Mr. Hemang Dipakkumar Rawal and Mr. Ravindra Mallikarjunappa Madhudi

The Company was incorporated on November 28, 2003 as a private company limited by shares, by the name of �Samruddhi Realty Private Limited� under the provisions of the Companies Act, 1956, with limited liability. The Company received the Certificate of Incorporation from the Registrar of Companies, Karnataka, Bangalore. Subsequently, the Company was converted into a public limited company pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on January 18, 2010 and the name of the Company was changed to �Samruddhi Realty Limited� vide a fresh Certificate of Incorporation dated March 31, 2010 issued by the Registrar of Companies, Karnataka, Bangalore. INFORMATION MEMORANDUM (�IM/ MEMORANDUM/ DISCLOSURE DOCUMENT�)* FOR ISSUE BY WAY OF PRIVATE PLACEMENT BY SAMRUDDHI REALTY LIMITED (THE �ISSUER� OR THE �COMPANY�) OF SENIOR, SECURED, RATED, LISTED, FULLY REDEEMABLE, NON-CONVERTIBLE DEBENTURES (�DEBENTURES� OR �NCDs�) OF A FACE VALUE OF RS. 100.00 EACH WITH MARKETABLE LOT OF 10,000 DEBENTURES FOR CASH AGGREGATING TO RS. 60,00,00,000.00 (THE �ISSUE�) AND STRUCTURED IN THE FORM OF 2 DIFFERENT SERIES.

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 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. However, this risk is mitigated as the Issue proceeds are proposed to be used to repay certain existing indebtedness of the Issuer. 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.

ISSUER�S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this 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 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 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 �CRISIL BB-/Stable� by CRISIL 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. CRISIL 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 CRISIL 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 BSE Limited (�BSE�/ �Stock Exchange�). BSE pursuant to its letter dated [●], has given its in-principle approval to list the Debentures. *The Issuer reserves the right to change the Issue time table including the 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 Memorandum filed with the Stock Exchange and other documents in relation to the Issue.

DEBENTURE TRUSTEE ADVISOR TO THE ISSUE REGISTRARS TO THE ISSUE

IL&FS TRUST COMPANY LTD. HEM SECURITIES LIMITED SHAREX DYNAMIC (INDIA) PRIVATE LIMITED The IL&FS Financial Centre, Plot No. C�22, G Block, Bandra Kurla Complex, Bandra (E), Mumbai � 400 051, Maharashtra Tel: +91-22-2659 3612 Fax: +91-22-2653 3297 Email: itcl@ilfsindia.com Contact Person: Ms. Sapna Chokshi Website: www.itclindia.com

14/15, Khatau Building, 1st Floor, 40, Bank Street, Fort, Mumbai - 400 001, Maharashtra Tel.:+91-22�2267 1543/1000 Fax: +91-22�2262 5991 Email: ib@hemonline.com Contact Person: Mr. Mohit Baser Website: www.hemonline.com SEBI Regn. No. INM000010981

Unit-1, Luthra Industrial Premises, 1st Floor, 44-E, M Vasanti Marg, Andheri-Kurla Road, Safed Pool, Andheri (East), Mumbai � 400 072, Maharashtra Tel: +91-22 � 2851 5606/5644 Fax: 91-22 � 2851 2885 Email: sharexindia@vsnl.com Contact Person: Mr. K. C. Ajitkumar Website: www.sharexindia.com SEBI Regn. No.: INR000002102

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TABLE OF CONTENTS

SECTION I: IMPORTANT NOTICE ........................................................................................................... 3 SECTION II: DEFINITIONS AND ABBREVIATIONS .............................................................................. 6 SECTION III: TABLE INDICATING REFERENCES TO DISCLOSURE REQUIREMENTS UNDER FORM PAS-4/ LETTER OF OFFER IN THE MEMORANDUM .............................................................. 17 SECTION IV: RISK FACTORS ................................................................................................................. 20 SECTION V - GENERAL INFORMATION .............................................................................................. 22 SECTION VI - PROFILE OF THE COMPANY AND PROJECT DETAILS ............................................. 24 SECTION VII - CAPITAL STRUCTURE AND CERTAIN CORPORATE MATTERS ............................ 26 SECTION VIII - DISCLOSURES/DISCLAIMERS ................................................................................... 36 SECTION IX - ISSUE RELATED INFORMATION ................................................................................. 38 SECTION X - MORTGAGED PROPERTIES ............................................................................................ 39 DECLARATION ........................................................................................................................................ 41 ANNEXURE 1 ........................................................................................................................................... 42 TERMSHEET ............................................................................................................................................ 42 ANNEXURE 2 ........................................................................................................................................... 54 SHAREHOLDING PATTERN OF THE COMPANY AS ON SEPTEMBER 30, 2014 .............................. 54 ANNEXURE 3 ........................................................................................................................................... 57 AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2014 AND LIMITED REVIEW FINANCIAL STATEMENTS OF THE COMPANY FOR THE PERIOD FROM MARCH 31, 2014 TILL SEPTEMBER 30, 2014 .................................................... 57 ANNEXURE 4 ........................................................................................................................................... 58 TRUSTEE CONSENT LETTER ................................................................................................................ 58 ANNEXURE 5 ........................................................................................................................................... 59 CRISIL RATING LETTER ........................................................................................................................ 59 ANNEXURE 6 ........................................................................................................................................... 60 RELATED PARTY TRANSACTIONS ENTERED INTO BY THE COMPANY IN THE PRECEDING 3 (THREE) FINANCIAL YEARS ................................................................................................................. 60 ANNEXURE 7 ........................................................................................................................................... 61 DEBENTURE CASH FLOW STATEMENTS ........................................................................................... 61 ANNEXURE 8 ........................................................................................................................................... 64 PERSONAL GUARANTEES .................................................................................................................... 64

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SECTION I: IMPORTANT NOTICE This 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 Memorandum does not purport to contain all the information that any eligible Investor may require. Further, this 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. This Memorandum is being provided to potential investors in relation to the Issue of 60,00,000 (Sixty Lacs) Senior, Secured, Rated, Listed, Fully Redeemable, Non-Convertible Debentures of the face value of Rs. 100.00 (Rupees One Hundred) each for cash at par aggregating up to Rs. 60,00,00,000.00 (Rupees Sixty Crores) on a Private Placement basis (the �Debentures� and as more particularly defined hereinafter) by Samruddhi Realty Limited (the �Company�). This Memorandum is neither a prospectus nor a statement in lieu of prospectus. The Issue of Debentures to be listed on the WDM segment of the BSE is being made strictly on a private placement basis. This is only a memorandum intended for private use and should not be construed to be a prospectus and/or an invitation to the public for subscription to the Debentures under any law for the time being in force. This Memorandum has been prepared in conformity with the SEBI Regulations. All the information contained in this Memorandum has been supplied by or on behalf of the Company and the Company confirms that the Company has taken reasonable care to ensure that the information is true and accurate in all material respects as at the date shown on the cover of this Memorandum and as at the date shown on the cover of this Memorandum does not contain any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein that would be in the light of circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Memorandum or in any material made available by the Company 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 Company. The Company does not undertake to update the Memorandum to reflect subsequent events after the date shown on the cover of this Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Company. Neither the delivery of this Memorandum nor any sale of the 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 Company since the date shown on the cover of this Memorandum. This 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 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 Memorandum being issued have been sent. Any application by a person to whom the Memorandum has not been sent by the Issuer shall be rejected without assigning any reason. Each copy of this Memorandum is serially numbered and the recipient of the Memorandum is alone entitled to apply for the Debentures. No invitation is being made to any persons other than those to whom application forms along with this Memorandum have been sent. Any application by a person to whom the Memorandum and/or the application form has not been sent by the Company shall be rejected without assigning any reason. The person who is in receipt of this Memorandum shall maintain utmost confidentiality regarding the contents of this Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding its contents, without the prior written consent of the Company. The purpose of this Memorandum is to provide general information about the Company. This Memorandum does not purport to contain all the information that any potential investor may require. This Memorandum is not intended to provide the basis of any credit decision or other evaluation and should not be regarded, firstly, as a recommendation to any potential investor to participate in the Debentures and secondly, any potential investor should not consider a receipt of this Memorandum as recommendation to purchase any Debentures.

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Each potential investor should perform his/its own independent investigation of the financial condition and affairs of the Company, and his/its own appraisal of the creditworthiness of the Company. 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 analyse such investment and the suitability of such investment to such investor's particular circumstances based upon whatever investigations it deems necessary. It is the responsibility of potential investors to also ensure that they will sell these Debentures in strict accordance with this Memorandum and other Applicable Laws, so that the sale does not constitute an offer to the public within the meaning of the Companies Act, 2013.

This Memorandum is confidential and is made available to potential investors in the Debentures on the understanding that it is confidential. Each recipient receiving this Memorandum acknowledges that:

1. Such recipient has been afforded an opportunity to request and to review and has received all additional information

considered by the recipient to be necessary to verify the accuracy of or to supplement the information herein; and

2. This 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 Memorandum in any jurisdiction where such action is required. The distribution of this Memorandum in certain jurisdictions may be restricted by law. Recipients of this Memorandum are required by the Company to inform themselves about and to observe any such restrictions. No liability to any person is accepted by the Company in relation to the distribution of this Memorandum in any jurisdiction.

The Debentures will be listed on wholesale debt market segment of the BSE Limited.

DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Memorandum has been filed with the BSE in terms of the SEBI Regulations. It is to be distinctly understood that submission of this Memorandum to the BSE should not in any way be deemed or construed to mean that this 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 Memorandum, nor does the BSE warrant that the Company�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 Company, its Promoters, its management or any scheme or project of the Company.

DISCLAIMER OF THE SEBI As per the provisions of the SEBI Regulations, a copy of this 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 Company, any irregularities or lapses in this document. It is to be distinctly understood that this 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 Memorandum.

DISCLAIMER OF CRISIL LIMITED

A CRISIL rating reflects CRISIL�s current opinion on the likelihood of timely payment of the obligations under the rated instrument and does not constitute an audit of the rated entity by CRISIL. CRISIL ratings are based on information provided by the issuer or obtained by CRISIL from sources it considers reliable. CRISIL does not guarantee the completeness or accuracy of the information on which the rating is based. A CRISIL rating is not a recommendation to buy, sell, or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. All CRISIL ratings are under surveillance. Ratings are revised as and when circumstances so warrant. CRISIL is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers/users/transmitters/distributors of this product. CRISIL Ratings rating criteria are available without charge to the public on the CRISIL website, www.crisil.com. For the latest rating information on any instrument of any company rated by CRISIL, please contact customer service helpdesk at 1800-267-1301.

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DISCLAIMER CLAUSE OF ADVISOR TO THE ISSUE

It is advised that the Company has exercised self due diligence to ensure the compliance of prescribed disclosure norms in this Memorandum. The role of the Advisor to the Issue in the assignment is confined to advising the Company on the process involved in issuance and listing of the Debentures to be issued pursuant to the Issue. The Advisor or any of its Directors, employees, affiliates or representatives does not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this Memorandum.

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SECTION II: DEFINITIONS AND ABBREVIATIONS UNLESS THE CONTEXT OTHERWISE INDICATES OR REQUIRES, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS GIVEN BELOW IN THIS MEMORANDUM. GENERAL TERMS Act The Companies Act, 2013 and for any matters or affairs prior to the notification of

the relevant provisions of the Companies Act, 2013, the Companies Act, 1956. Samruddhi Realty Limited or SRL or the Company or the Issuer

Samruddhi Realty Limited, a public limited company incorporated under the Companies Act, 1956 and having its Registered Office at The Land Mark, 21/15, 4th Floor, M.G. Road, Bangalore, Karnataka � 560001

Articles of Association The articles of association of the Company, as amended from time to time. Board of Directors/Board The board of directors of the Company or a committee constituted thereof. Memorandum of Association The memorandum of association of the Company, as amended from time to time. Promoter(s) The promoters of the Company being Mr. Manjunath Vellore Ramakrishnan, Mr.

Hemang Dipakkumar Rawal and Mr. Ravindra Mallikarjunappa Madhudi and the term �Promoter� shall be construed accordingly

ISSUE RELATED TERMS Addendum The term sheet to be issued by the Company at the time of issue of Second Tranche

Series I NCDs, Third Tranche Series I NCDs and Series II NCDs, setting out the specific commercial terms of the Debentures proposed to be issued in that issue

Additional Interest Shall have the meaning ascribed to the term in Clause 7.6 of the Debenture Trust Deed

Advisor to the Issue Hem Securities Limited having their Mumbai office at 14/15, Khatau Building, 1st Floor, 40, Bank Street, Fort, Mumbai - 400 001, Maharashtra

Affiliate With respect to any Party means any Person (i) which is a holding company or a subsidiary of such Party, or any Person which, directly or indirectly, (a) Controls such Party, (b) is Controlled by such Party, (c) is Controlled by the same Person who, directly or indirectly, Controls such Party, or (d) is a subsidiary of the same Person of which the Party is a subsidiary; and (ii) in relation to any Party, that is a natural person, includes his/her such relatives as may be covered under Section 2(77) of the Act (as amended from time to time) and any trust or company owned and Controlled by such Party or relatives. For the purposes of this definition, the terms �holding company� and �subsidiary� shall have the meaning ascribed to such terms under Section 2(46) and 2(87) of the Act

Alternate Security Shall have the meaning ascribed to the term in Clause 8.6 of the Debenture Trust Deed

Automatic Trigger Event means and includes the following events:

(a) failure to make the payment of any Debenture Outstandings including any Coupon and/or principal redemption and/ or any other payment to be made by the Company in connection with the Debentures on the respective due dates;

(b) failure to create and perfect the Security Interest as per the terms

of the Debenture Trust Deed to the satisfaction of the Debenture Trustee;

(c) if the Company avails of any Financial Indebtedness other than in accordance with the terms and conditions set out in the Transaction Documents;

(d) any breach of the escrow mechanism or the terms and conditions

set out in the Escrow Agreement;

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(e) failure of the Security Providers to comply with the sales and

construction milestones identified in the Debenture Trust Deed;

(f) failure to create or replenish Cash Cover as per the terms of the Debenture Trust Deed;

(g) failure to furnish proof of payment of TDS on interest and other

charges (being the challan number) paid in relation to the Debentures, on a monthly basis within a period of 10 (ten) calendar days from the end of each calendar month;

(h) failure to furnish proof of filing of the TDS return (being the

acknowledgement number), on a quarterly basis, within a period of 21 (twenty one) calendar days from the end of each quarter; and/or

(i) failure to provide the certificates of TDS issued in the name of the

Debenture Holders in respect of all deductions made from payments in the previous financial quarter, within a period of 1 (one) month from the end of each quarter.

The determination as to happening of Automatic Trigger Event shall be at the sole discretion of the Debenture Trustee and no notice of the same shall be required to be given to any of the Security Providers

Applicable Law includes all applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Government and any modifications or re-enactments thereof in India

Application Form The form used by an Investor to apply for subscription to the Debentures offered through this Issue.

Business Day Any day, not being a Saturday or a Sunday, or any day which is a public holiday for the purposes of Section 25 of the Negotiable Instruments Act, 1881 on which banks are open for business in Bangalore and Mumbai, India

Business Plan The business plan which would include, construction timelines/milestones, construction costs, payments, sales schedule for the purpose of all the Projects prepared and submitted by the Company and the Promoters and approved by the Majority Debenture Holders

Cash Cover Monies which are equal to the amounts being payable by the Company to the Debenture Holders in 3 (three) months (principal plus Coupon). Cash Cover for Coupon payment shall be maintained from the end of 5 (five) months from the First Closing Date. Cash Cover for the Subscription Amount shall be maintained from the end of 15 (fifteen) months from the First Closing Date. There will be a moratorium of 6 (six) months from the First Closing Date for the payment of Coupon and 18 (eighteen) months from the First Closing Date for repayment of the Subscription Amount. Thereafter, the Subscription Amount shall be repaid to the Debenture Holder in 10 (ten) quarters from the end of the said moratorium period, as detailed in the Redemption / Repayment Schedule. The applicable Cash Cover amount shall be deposited in the form of a fixed deposit and / or parked in liquid fund scheme of a reputed fund house, to be held at all times during the subsistence of the Transaction Documents with lien marked in favour of the Debenture Trustee and all the interest earned therefrom shall be deposited into the Cash Cover Account

Cash Cover Account The no set-off, no lien account opened / to be opened, maintained and operated as per the Escrow Agreement with the Escrow Agent wherein the Cash Cover will be maintained and any amounts transferable into such escrow account in terms of the Transaction Documents will be transferred

�Controlling�, �Controlled by� or �Control�

With respect to any Person, means: (a) ownership or control (whether directly or otherwise) of more than 26% (twenty six percent) of the equity share capital, voting capital, or the like of the controlled entity; or (b) control of, power to control the composition of, or power to appoint, more than 26% (twenty six percent) of the members of the board of directors or other equivalent or analogous body of the

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controlled entity; or (c) the power to direct or cause the direction of the management of such entity through voting rights, ownership or contractual rights or otherwise; or (d) in case the entity is a partnership, private trust, ownership or control of more than 26% (twenty six percent) of the beneficial interest of such partnership or trust

Corporate Guarantee The irrevocable and unconditional guarantee executed in favour of the Debenture Trustee on the date of the Debenture Trust Deed, for the benefit of the Debenture Holders, for guaranteeing the obligations of the Company in relation to the Debentures

Coupon The rate of interest payable on the Debentures on the Coupon Payment Date at the rate of 18.75% (eighteen point seven five percent) p.a. compounded monthly and payable quarterly

Coupon Payment Date The date on which Coupon is payable to the Debenture Holders in accordance with the terms of the Debenture Trust Deed (including on account of acceleration upon the occurrence of an Event of Default) and the scheduled Coupon Payment Dates are the first business day immediately after the expiry of the Coupon Periods

Coupon Period With respect to both Series I and Series II NCDs means the period commencing from the first day of a quarter during any financial year, during which such Debentures are issued and ending on the last day of that calendar quarter, provided however that: (i) the first Coupon Period shall commence on the first day of the calendar quarter

following expiry of the relevant moratorium as mentioned in the Debenture Trust Deed and end on the Coupon Payment Date of the relevant quarter thereafter. Notwithstanding the aforesaid, the first Coupon Payment Date in respect of all series of Debentures issued on or before May 30, 2015 shall be June 01, 2015 (it being clarified that the amount of Coupon payable on the Coupon Payment Date corresponding to the first Coupon Period shall include the accrued Coupon during the period commencing from the date on which such Debentures are issued and ending on May 31, 2015) In case of issuance of any series of Debentures after May 31, 2015, the first Coupon Period in respect of such Debentures shall commence on the date of its issuance and end on the last day of the calendar quarter in which such issuance is made;

(ii) the last Coupon Period shall commence from the preceding Coupon Payment

Date and end on the last Principal Payment Date or the date of actual payment whichever is later

Condition(s) Precedent Any one or more of the conditions stipulated under Clause 4 of the Debenture Trust Deed

Date of Allotment The First Closing Date, Second Closing Date, Third Closing Date, Series II Closing Date and any subsequent closing dates where Debentures are issued by the Company to the Debenture Holders

Debentures 60,00,000 senior, secured, rated, fully redeemable, listed, non-convertible debentures Rs. 100.00 each for cash at par aggregating Rs. 60,00,00,000.00 to be issued by the Company in dematerialised form in two series (being Series I and Series II) and to be listed on the wholesale debt market segment of the BSE

Debenture Holders Initially the persons who are the subscribers to the Debentures and for the time being holders of the Debentures and any transferees or assigns of the said Debenture Holders, each of whom are registered as a holder of Debenture(s) in the Register of Beneficial Owners

Debenture Outstandings All present and future moneys, debts or liabilities due owing or incurred from time to time, amounts payable, whether then due or not, by the Company, the Promoters and/or the other Security Providers in relation to the Debentures issued pursuant to the terms of the relevant Transaction Documents, whether actual or contingent and whether owned jointly or severally or in any other capacity whatsoever, including, without limitation: (a) the principal of and Coupon payable in respect of the Debentures, (which in

any case, shall not be lower than an amount arrived at by considering the First Closing Date as the date of investment of the entire Subscription Amount, and that the Subscription Amount remained in the Company for a minimum period

9

of 2 (two) years) and all other obligations and liabilities of the Company. It is clarified that the Debenture Outstandings will be calculated including interest on subscription monies, amount payable to the Debenture Holders towards redemption premium, amounts payable in terms of Clause 7.6 of the Debenture Trust Deed, or otherwise to ensure the level of IRR of 22.75% (twenty two point seven five percent) as mentioned herein, indemnities, expenses, fees, Default Interest, Additional Interest and penalties, incurred under, arising out of or in connection with the Debentures;

(b) any and all sums advanced/incurred by the Debenture Trustee in order to

preserve the Security in relation to the Debentures; (c) any and all sums incurred by the Debenture Holders and the Debenture Trustee

for the enforcement of the Security under any of the Transaction Documents and for the appropriation of the realizations thereof including without limitation stamp duty, tax liability incurred for the enforcement of the Security;

(d) in the event of any proceeding for the collection, releasing or enforcement of

the Security, after an Event of Default shall have occurred and be continuing, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing the Security, or of any exercise by the Debenture Trustee of its right under the relevant Transaction Documents, together with legal fees and court costs;

(e) any transfer charges payable to relevant authorities pursuant to execution or

performance of any of the terms of the Transaction Documents, and any penalties, interest and/or other amounts payable to relevant authorities in relation to the same; and

(f) any other costs, charges, expenses and other monies whatsoever stipulated in

the Transaction Documents Debenture Redemption Reserve The reserve to be created by the Company in terms of the applicable provisions of

the Act for the redemption of the Debentures, into which reserve adequate amounts shall be credited from the profits of the Company every year until such Debentures are redeemed

Debenture Trustee Agreement Debenture Trustee Agreement means the debenture trustee agreement entered into by and between the Company and the Debenture Trustee on the date hereof

Debenture Trustee Consent Letter Debenture Trustee Consent Letter means the letter addressed by the Debenture Trustee to the Company providing its consent for acting as such, the details of which letter are set out in the Debenture Trustee Agreement

Debenture Trust Deed Debenture Trust Deed means the debenture trust deed entered into by and between the Company and the Debenture Trustee on the date hereof, registered with the relevant Sub-Registrar / Registrar of Assurances and under the registration number

Default Interest Interest calculated at the rate of 2% (two percent) per month over and above the IRR of 22.75% (twenty two point seven five percent) payable as per the terms of the Transaction Documents on the Debenture Outstandings

Demand Promissory Note/ DPN The demand promissory note and shall include the letter of continuity executed by the Company in favour of the Debenture Trustee, for the benefit of the Debenture Holders as per the terms of the Transaction Documents

Depository The depository with whom the Company has made arrangements for dematerializing the Debentures, namely NSDL

Development Documents Shall have the meaning ascribed to such term in the Debenture Trust Deed Encumbrance Any right, title and/or interest or equity of whatsoever kind or nature (including any

right to acquire, option or right of pre-emption) including without limitation any claim, debenture, mortgage, pledge, charge (whether fixed or floating), hypothecation, lien, assignment, deposit by way of security, bill of sale, option or right of pre-emption, beneficial ownership (including usufruct and similar entitlements), public right, common right, way leave, any provisional or executional attachment and any other interest held by a third party or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of

10

any Person including without limitation, any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under Applicable Law, (ii) any voting agreement, interest, option, right of first offer, or refusal or transfer restriction in favour of any Person, and (iii) any adverse claim as to title, possession or use

Escrow Accounts A collective reference to the Main Escrow Account, Relevant Project Escrow Accounts, Pass Through Charges Account and Cash Cover Account

Escrow Agent The escrow agent appointed pursuant to the Escrow Agreement Escrow Agreement The escrow agreement dated on the date of the Debenture Trust Deed executed by

and between the Company and the Debenture Trustee and the Escrow Agent for setting out the manner in which the Escrow Accounts shall be operated

Escrow Mechanism Escrow Mechanism shall mean the mechanism under which the monies available in the Escrow Accounts shall be deployed, as more particularly detailed in Escrow Agreement

Event of Default The occurrence of any event identified as an �event of default� under the Transaction Documents including the events identified under this Memorandum

Equity Shares Fully paid up equity shares of the Company having face value of Rs. 10 each Financial Indebtedness Financial Indebtedness means in relation to any Person any indebtedness of such

Person for or in respect of:

(a) monies borrowed;

(b) any amount availed of by acceptance of any credit facility;

(c) any amount raised pursuant to the issuance of any notes, bonds, debentures, loan stock or any other similar securities or instruments;

(d) the amount of any liability in respect of any lease or hire purchase contract

which would, in accordance with generally accepted principles of accounting in India, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent that

they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or

benefit from fluctuation in price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond,

standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(i) the amount of any liability under an advance or deferred purchase agreement if

one of the primary reasons behind the entry into such agreement is to raise finance; or

(j) (without double counting) the amount of any liability in respect of any

guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.

First Closing Date The date on which the First Closing Series I NCDs are issued and shall have the meaning ascribed to the term in the Transaction Documents

First Tranche Series I Conditions Precedent

Shall have the meaning ascribed to the term in the Transaction Documents

First Tranche Series I CP Compliance Certificate

Shall have the meaning ascribed to the term in the Transaction Documents

First Tranche Series I NCDs Shall have the meaning ascribed to the term in the Transaction Documents

11

Financial Year The financial year being 01 April of a given year to 31 March of the immediately following calendar year;

Government Shall include the President of India, the Government of India, the Governor and the Government of any State in India, any Ministry or Department of the same, any municipal or local government, any authority or private body exercising powers conferred by Applicable Law and any court, tribunal or other judicial or quasi-judicial body, and shall include, without limitation, a stock exchange and any regulatory body;

Government Approvals Any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Government

Income Tax Act Income Tax Act, 1961 as amended from time to time �Information Memorandum� or �Memorandum�

Information Memorandum shall mean this information memorandum dated [] issued by the Company

�IRR� or �Internal Rate of Return� The discount rate that, when applied to (i) the Subscription Amount or part thereof invested by the Debenture Holders in the Company, and (ii) any distributions made out to the Debenture Holders under the terms of the Transaction Documents towards payment of Coupon and/or principal outstanding, including redemption premium payable on the Debentures, but not including Default Interest and / or Additional Interest or any other charges paid to the Debenture Holders, if any, payable on the Debentures, would result in the net present value of that stream of repayments and distributions, to be zero.

IRR Calculation Method The method for determining the IRR, namely using the exact dates of receiving cash flows or making of investments by the Debenture Holders, using the �XIRR� function in Microsoft Excel. It is clarified that the IRR shall not include any payment of fees to the Nominee Director(s), indemnity payments, Default Interest payments, penal costs, costs, expenses or other reimbursements or similar payments made to the Trustee, Debenture Holders, or to any Person on behalf of the Trustee or the Debenture Holders

Issue The issue of Debentures in accordance with the terms of the Memorandum and pursuant to the Debenture Trust Deed and the other Transaction Documents

Law Any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, Government Approval, statutory directive, guideline, requirement or other governmental restriction, or any decision of, or determination, interpretation or policy, having the force of law, by or of any court of law or any governmental authority including any entity exercising executive, legislative, regulatory or administrative functions of or pertaining to Government, or any other government authority, agency, department, board, commission or instrumentality, having jurisdiction over the matter in question, in effect at the relevant time, in any applicable jurisdiction

Litigation Any action, cause of action, claim, demand, suit, proceeding, prosecution, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in Law or in equity, pending or threatened, by or before any court, tribunal, arbitrator or other authority, whether foreign and/or domestic

Main Escrow Account The no set-off, no lien account opened / to be opened, maintained and operated as per the Escrow Agreement with the Escrow Agent wherein any amounts transferable into such escrow account in terms of the Transaction Documents will be deposited

Majority Debenture Holders The Debenture Holders holding an aggregate amount representing not less than 51% of the value of the nominal amount of the Debentures then existing and outstanding for the time being

Material Adverse Effect Any change or the effect or consequence of an event, fact, circumstance, occurrence, development or condition which has caused or in the opinion of the Debenture Holders or the Debenture Trustee, is likely to cause an adverse effect on or is prejudicial to: (a) the Projects and / or any part thereof; (b) the ability to develop and/or sell the Unsold Units and/or Unsold Villas; (c) the assets, business, results, operations, financial condition, credit standing or

12

prospects of the Company, the Promoters or any of the other Security Providers;

(d) the ability of the Company or the Promoters or any other Security Providers to

enter into, perform or comply with their respective obligations under the Transaction Documents to which they are a party;

(e) the validity or enforceability of, or the effectiveness of any of the Transaction

Documents or the validity or enforceability of any of the transactions contemplated thereunder (including the ability of any party to enforce any of its rights or remedies thereunder);

(f) the status or validity of any material contracts, consents or governmental

approvals required for the Company, the Security Providers or any of the Promoters to carry on their respective businesses; or

(g) the Security or any part thereof

Maturity Date Shall have the meaning ascribed to the term in the Debenture Trust Deed and Transaction Documents

Mortgaged Properties (a) development rights on land, of the Rhythm Property along with any future floor space index / development rights thereon,

(b) Ownership rights over the Unsold Units along with proportionate undivided

share of land falling in the developer�s share in the Rhythm Project,

(c) the Rhythm Receivables,

(d) development rights on land of the Winter Green Property along with any future floor space index / development rights thereon;

(e) ownership rights over the Unsold Units along with proportionate undivided

share of land falling in the developer�s share in the Winter Green Project,

(f) the Winter Green Receivables,

(g) development rights on land of the Lake Drive Property along with any future floor space index / development rights thereon;

(h) ownership rights over the Unsold Villas along with proportionate undivided

share of land falling in the developer�s share in the Lake Drive Project,

(i) the Lake Drive Receivables,

(j) development rights on land of the Mystic Wind Property along with any future floor space index / development rights thereon;

(k) ownership rights over the Unsold Villas along with proportionate undivided

share of land falling in the developer�s share in the Mystic Wind Project,

(l) the Mystic Wind Receivables,

(m) development rights on land of the Malleshwaram Property along with any future floor space index / development rights thereon;

(n) ownership rights over the Unsold Units along with proportionate undivided

share of land falling in the developer�s share in the Malleshwaram Project,

(o) the Malleshwaram Receivables,

(p) development rights on land of the Lumbini Heights Property along with any

13

future floor space index / development rights thereon;

(q) ownership rights over the Unsold Units along with proportionate undivided share of land falling in the developer�s share in the Lumbini Heights Project,

(r) the Lumbini Heights Receivables, all of which are mortgaged in terms of the Debenture Trust Deed

Nominee Director Shall have the meaning ascribed to the term in the Debenture Trust Deed NSDL National Securities Depositories Limited Pass Through Charges Account The no set-off, no lien account opened / to be opened, maintained and operated as

per the Escrow Agreement with the Escrow Agent wherein any amounts transferable into such escrow account in terms of the Transaction Documents will be deposited

Person Any natural person, joint venture, company, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, trust or other enterprise (whether incorporated or not), Hindu undivided family, union, association, government (central, state or otherwise), or self-regulatory organisation, arbitrator, board, or other entity any agency, department, authority or political subdivision thereof

Personal Guarantors The Promoters Personal Guarantees The irrevocable and unconditional guarantee executed by the Promoters in favour of

the Debenture Trustee for the benefit of the Debenture Holders as a security for the Debenture Outstandings (annexed hereto as Annexure 8)

Potential Investor Potential Investor shall mean an eligible investor to whom a copy of this Memorandum may be sent, specifically addressed to such persons, with a view to offering the Debentures

�Premises� / �Units� All the flats, shops, retail area, dwellings, floor area, units, premises, offices, commercial premises, apartments, car parks and garages to be constructed by utilization, consumption and exploitation of the full development potential falling to the developer�s share in the Properties

Primary Projects The Rhythm Project (as defined in the Debenture Trust Deed), the Winter Green Project (as defined in the Debenture Trust Deed), the Lake Drive Project (as defined in the Debenture Trust Deed) and the Mystic Wind Project (as defined in the Debenture Trust Deed)

Principal Payment Date Each of the dates when the principal amounts in respect of the Debentures, are to be repaid by the Company to the Debenture Holders in accordance with the terms of the Debenture Trust Deed (including on account of acceleration upon the occurrence of an Event of Default). The scheduled Principal Payment Dates shall be identified in the Redemption Schedule

Projects A collective reference to the Primary Projects and the Upcoming Projects Project Receivables All and any of the monies accruing to or arising out of the Projects to the Company,

including, but not limited to amounts owing to, and received and / or receivable by the Company and/or any person on its behalf, all book debts, present or future, all cash flows and receivables and proceeds arising from / in connection with the business of the Company related to the Projects including refunds of deposits paid to the landowners, and all rights, title, interest, benefits, claims and demands whatsoever of the Company to or in respect of all the aforesaid assets, both present and future including but not limited to, advance, booking amounts, instalments, amounts accruing from the sale / transfer of Units or Villas or parking allotment/sale, club membership charges, external development charges, internal development charges, legal charges etc, and/or any other monies whatsoever arising out of rents/ lease deposits/ the booking for sale/pre-sale/pre-launch etc. in relation to Units or Villas, the security deposits to be received and any other accruals forming part of the Projects including but not limited to proceeds of insurance with respect to the Projects (or any part thereof) payable to or received by the Company and/or any person on its behalf under any claim arising out of any insurance policy in effect and held by the Debenture Trustee or for the benefit of the Debenture Holders; The Company shall provide to the Majority Debenture Holders, details of all pass through charges to be excluded from the Project Receivables at actual, and shall obtain prior written approval of the Majority Debenture Holders to exclude

14

such pass through charges at actual Properties The Rhythm Property (as defined in the Debenture Trust Deed), the Winter Green

Property (as defined in the Debenture Trust Deed), the Lake Drive Property (as defined in the Debenture Trust Deed) and the Mystic Wind Property (as defined in the Debenture Trust Deed), the Malleshwaram Property (as defined in the Debenture Trust Deed) and the Lumbini Heights Property (as defined in the Debenture Trust Deed)

Redemption Schedule The redemption / repayment schedule as set out in the Transaction Documents Redemption Premium Such amounts which when aggregated with the Coupon result in an IRR of 22.75%

(Twenty Two point seventy five percent) to the Debenture Holders on the aggregate principal amounts invested in the Series I NCDs (�Series I Subscription Amounts�) payable on each of the last 3 (three) Principal Payment Dates; provided that upon any early or premature redemption of any part of the principal amount of the Series I NCDs, the amount payable as Redemption Premium shall be amended to such amounts as specified by the Majority Debenture Holders and shall be payable on the last 3 (three) Principal Payment Dates then existing or if the number of Principal Payment Date reduces below 3 (three) on account of the prepayment then, the Redemption Premium shall be payable equally on the remaining succeeding Principal Payment Dates, or such early / premature repayment date on which the entire principal amount of Series I NCDs is being repaid; and for Series II NCDs, it shall mean such amounts which when aggregated with the Coupon result in an IRR of 22.75% (twenty two point seventy five percent) to the Debenture Holders on the aggregate principal amounts invested in the Series II NCDs (�Series II Subscription Amounts�) payable on each of the last 3 (three) Principal Payment Dates; provided that upon any early or premature redemption of any part of the principal amount of the Series II NCDs, the amount payable as Redemption Premium shall be amended to such amounts as specified by the Majority Debenture Holders and shall be payable on the last 3 (three) Principal Payment Dates then existing or if the number of Principal Payment Date reduces below 3 (three) on account of the prepayment then, the Redemption Premium shall be payable equally on the remaining succeeding Principal Payment Dates, or such early / premature repayment date on which the entire principal amount of Series II NCDs is being repaid

Relevant Project Escrow Accounts The no set-off, no lien accounts opened / to be opened, maintained and operated as per the Escrow Agreement with the Escrow Agent wherein the Project Receivables and any amounts transferable into such escrow accounts in terms of the Transaction Documents will be deposited

Register of Beneficial Owners The register of beneficial owners of the Debentures maintained in the records of the Depository

Registrar and Transfer Agent Sharex Dynamic (India) Private Limited a company incorporated under the Companies Act, 1956 and having its registered office at Unit-1, Luthra Industrial Premises, 1st Floor, 44-E, M Vasanti Marg, Andheri-Kurla Road, Safed Pool, Andheri (East), Mumbai � 400 072

Second Closing Date The date on which the Second Closing Series I NCDs are issued and shall have the meaning ascribed to the term in the Transaction Documents

Second Tranche Series I Conditions Precedent

Shall have the meaning ascribed to the term in the Transaction Documents

Second Tranche Series I CP Compliance Certificate

Shall have the meaning ascribed to the term in the Transaction Documents

Second Tranche Series I NCDs Shall have the meaning ascribed to the term in the Transaction Documents Security The mortgage of the Properties, Demand Promissory Note, Corporate Guarantee(s),

Personal Guarantee(s), Purchase Option, Escrow Accounts, lien, charge, assignment, hypothecation of the Projects Receivables, undated cheque or security interest or any other agreement or arrangement having the effect of conferring security in favour of the Debenture Trustee for benefit of the Debenture Holders and shall include any agreement, document or writing for Alternative Security and additional security created pursuant to the Transaction Documents

Security Cover Ratio Shall have the meaning ascribed to the term in the Transaction Documents Security Providers Security Providers mean the Company and the Personal Guarantors, and shall also

include any other person which has created or agreed to create any Security Interest for or in relation to the Debentures and "Security Provider" means each and any one

15

of the Security Providers Series I NCDs The redeemable secured non-convertible debentures of face value of Rs. 100.00

(Rupees One Hundred) each issued at the Subscription Price to the Debenture Holders, on the terms and conditions as set out under the Debenture Trust Deed

Series II Closing Date The date on which the Series II NCDs are issued and shall have the meaning ascribed to the term in the Transaction Documents

Series II Conditions Precedent Shall have the meaning ascribed to the term in the Transaction Documents Series II CP Compliance Certificate Shall have the meaning ascribed to the term in the Transaction Documents Special Auditor A third party independent auditor to be appointed by the Majority Debenture

Holders and whose costs shall be borne solely and out of the Project Receivables Subscription Amount (a) �Series I Subscription Amount� shall mean upto Rs.

40,00,00,000.00 (Rupees Forty Crores Only) invested by the Debenture Holders, in tranches in the Company on the First Closing Date, the Second Closing Date and the Third Closing Date;

(b) �Series II Subscription Amount� shall mean upto Rs.

20,00,00,000.00 (Rupees Twenty Crores only) invested by the Debenture Holders, in tranches in the Company on the Series II Closing Date

Subscription price Issue price per Debenture TDS Tax deductible at source as per Applicable Law Third Closing Date The date on which the Third Closing Series I NCDs are issued and shall have the

meaning ascribed to the term in the Transaction Documents Third Tranche Series I Conditions Precedent

Shall have the meaning ascribed to the term in the Transaction Documents

Third Tranche Series I CP Compliance Certificate

Shall have the meaning ascribed to the term in the Transaction Documents

Third Tranche Series I NCDs Shall have the meaning ascribed to the term in the Transaction Documents Transaction Documents (a) the Debenture Subscription Agreement entered into by the Debenture Holders

with the Company and other Security Provider dated November 26, 2014;

(b) the Debenture Trust Deed entered into by the Company and other Security Providers with the Debenture Trustee dated November 26, 2014;

(c) Purchase Option Agreement entered into by the Company and other Security Providers with the Debenture Trustee dated November 26, 2014;

(d) Corporate Guarantee; (e) Personal Guarantees;

(f) Escrow agreement entered into by the Company and other Security Providers

with the Debenture Trustee dated November 26, 2014; (g) The Demand promissory note; (h) 1 undated cheque; and

(i) All other related documents / writings as may be required to be executed to

give effect to the terms hereof Unit Unit means a premises or a unit in the Project, as the case may be Unsold Units All such Units being part of the Rhythm Project and/or the Winter Green Project

and/or the Lumbini Heights Project and/or the Malleshwaram Project falling to the developer�s share which have been constructed / proposed to be constructed and are not sold / agreed to be sold and sale is yet to be finally concluded by the parties, which constitutes a part of the security for the Debentures

Unsold Villas All such Units being part of the Lake Drive Project and/or the Mystic Wind Project falling to the developer�s share which have been constructed / proposed to be constructed and are not sold / agreed to be sold and sale is yet to be finally concluded by the parties, which constitutes a part of the security for the Debentures

16

Upcoming Projects The Malleshwaram Project (as defined in the Debenture Trust Deed) and the Lumbini Heights Project (as defined in the Debenture Trust Deed)

CONVENTIONAL AND GENERAL TERMS, ABBREVIATIONS AND REFERENCES TO OTHER BUSINESS ENTITIES BSE BSE Limited Credit Rating Agency CRISIL

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

Depositories Act The Depository Act, 1996 as amended from time to time Depository Participant/DP The Depository participant as defined under the Depositories Act ECS Electronic Clearing System Equity Shares Equity Shares of the Company FII Foreign Institutional Investors Final Listing Approval The final approval issued by BSE in accordance with Applicable Law for listing of each series

of Debentures FSI Floor Surface Index FY Period of twelve months starting from April 1 of a year ending on March 31 of the subsequent

year HNI High Net worth Individual ISIN International Securities Identification Number IT Act Income Tax Act 1961, as amended from time to time Listing Agreement The listing agreement to be entered into between the Company and BSE in relation to the

listing of the Debentures on the BSE NBFC Non Banking Finance Company NBFI Non Banking Financial Institution NEFT National Electronic Fund Transfer NSDL National Securities Depository Limited P.A. Per Annum PAN Permanent Account Number PAC Person acting in concert RBI The Reserve Bank of India ROC The Registrar of Companies Rs Indian Rupees RTGS Real Time Gross Settlement SEBI The Securities and Exchange Board of India SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to time 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)).

WDM Wholesale debt market segment of the BSE Any capitalised terms used in the Memorandum and not defined in this section shall have the respective meanings assigned to them at the first page of this 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.

17

SECTION III: TABLE INDICATING REFERENCES TO DISCLOSURE REQUIREMENTS UNDER FORM PAS-4/ LETTER OF OFFER IN THE MEMORANDUM

(The following information must be disclosed by the Company pursuant to Section 42 of the Act and Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014)

Sr. No. Particulars Page No.

1. GENERAL INFORMATION a. Name, address, website and other contact details of the Company indicating both

registered office and corporate office; 24

b. Date of incorporation of the Company; 24

c. Business carried on by the Company and its subsidiaries with the details of branches or units, if any;

26

d. Brief particulars of the management of the Company; 28-31 e. Names, addresses, DIN and occupations of the directors; 29-31 f. Management�s perception of risk factors; 21-22 g. Details of default, if any, including therein the amount involved, duration of default

and present status, in repayment of � (i) statutory dues; (ii) debentures and interest thereon; (iii) deposits and interest thereon; (iv) loan from any bank or financial institution and interest thereon.

34

h. Names, designation, address and phone number, email ID of the nodal/ compliance officer of the Company, if any, for the private placement offer process.

24

2. PARTICULARS OF THE OFFER a. Date of passing of board resolution; 24 b. Date of passing of resolution in the general meeting, authorizing the offer of

securities; 24

c. Kinds of securities offered (i.e. whether share or debenture) and class of security; 43 d. Price at which the security is being offered including the premium, if any, along with

justification of the price; 43

e. Name and address of the valuer who performed valuation of the security offered; 36 f. Amount which the Company intends to raise by way of securities; 43 g. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of

interest, mode of payment and repayment; 43-54

h. Proposed time schedule for which the offer under this Memorandum is valid; 45 i. Purposes and objects of the offer; 44 j. Contribution being made by the promoters or directors either as part of the offer or

separately in furtherance of such objects; 36

k. Principle terms of assets charged as security, if applicable. 46

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. a. Any financial or other material interest of the directors, promoters or key managerial

personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons.

36

b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last 3 (three) years immediately preceding the year of the filing of this Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action.

36

c. Remuneration of directors (during the current year and last three Financial Years); 31 d. Related party transactions entered during the last 3 (three) Financial Years

immediately preceding the year of filing of this Memorandum including with regard to loans made or, guarantees given or securities provided

36

18

Sr. No. Particulars Page No.

e. Summary of reservations or qualifications or adverse remarks of auditors in the last 5 (five) Financial Years immediately preceding the year of filing of this Memorandum and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark

35

f. Details of any inquiry, inspections or investigations initiated or conducted under the Act or any previous company law in the last three years immediately preceding the year of filing of this Memorandum in the case of the Company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last 3 (three) years immediately preceding the year of this Memorandum and if so, section-wise details thereof for the Company and all of its subsidiaries

36

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

36

4. FINANCIAL POSITION OF THE COMPANY a.

The capital structure of the Company in the following manner in a tabular form- (i) (a) the authorised, issued, subscribed and paid up capital (number of securities,

description and aggregate nominal value); (b) size of the present offer; (c) paid up capital

(A) after the offer; (B) after conversion of convertible instruments (if applicable)

(d) share premium account (before and after the offer); and

(ii) the details of the existing share capital of the Company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration.

The Company shall also disclose the number and price at which each of the allotments were made in the last 1 (one) year preceding the date of Memorandum separately indicating the allotments made for considerations other than cash and the details of the consideration in each case;

26, 28-29

b. Profits of the Company, before and after making provision for tax, for the 3 (three) Financial Years immediately preceding the date of filing of this Memorandum;

27

c. Dividends declared by the Company in respect of the said three Financial Years; interest coverage ratio for last 3 (three) years (Cash profit after tax plus interest paid/interest paid);

27

d. A summary of the financial position of the Company as in the three audited balance sheets immediately preceding the date of filing of this Memorandum;

27

e. Audited Cash Flow Statement for the 3 (three) years immediately preceding the date of filing of this Memorandum;

34-35

f. Any change in accounting policies during the last 3 (three) years and their effect on the profits and the reserves of the Company.

34-35

20

SECTION IV: RISK FACTORS The Company believes that the following factors may affect its ability to fulfil its obligations in respect of the Debentures. All of these factors are contingencies which may or may not occur and the Company is not in a position to express a view on the likelihood of any such contingency occurring. The Company believes that the factors described below represent the principal risks inherent in investing in the Debentures, but the inability of the Company, as the case may be, to pay principal or other amounts on or in connection with any Debentures may occur for other reasons and the Company does not represent that the statements below regarding the risks of holding any Debentures are exhaustive. Potential investors should perform their own independent investigation of the financial condition and affairs of the Company, and their own appraisal of the creditworthiness of the Company. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations with respect to the Debentures. Potential investors should thereafter reach their own views prior to making any investment decision. Unless the context requires otherwise, the risk factors described below apply to the Company only. If any one of the following stated risks actually occur, the Company�s business, financial conditions and results of operations or the value of the security securing the Debentures could suffer and therefore the value of and/or the potential investors� recovery from, the Company�s Debentures could decline. POTENTIAL INVESTORS ARE ADVISED TO CAREFULLY READ THESE PRINCIPAL RISKS ASSOCIATED WITH THE DEBENTURES. THESE RISKS ARE NOT, AND ARE NOT INTENDED TO BE, A COMPLETE LIST OF ALL RISKS AND CONSIDERATIONS RELEVANT TO THE DEBENTURES OR THE POTENTIAL INVESTOR�S DECISION TO PURCHASE THE DEBENTURES. Notwithstanding anything contained to the contrary, the occurrence of any event described as a �risk factor� or undertaking of any investigation or absence thereof by the potential investor shall not preclude any potential investor from making any claim against the Company or any other person as per the terms of the Transaction Documents and the Company or such other person shall not at any time claim or attempt to claim any benefit or seek to reduce its liability under the Transaction Documents by making reference to or seeking refuge under any of the �Risk Factors� disclosed hereunder. Please note that unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below: (a) Repayment of principal or interest is subject to the credit risk of the Company. Potential investors should be aware that receipt of the interest, principal amount and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Company and the potential investors assume the risk that the Company may not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Company, the payment of sums due on the Debentures may be substantially reduced or delayed. (b) Debentures may be illiquid in the secondary market. The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors may have to hold the Debentures until redemption to realize any value. (c) Tax Considerations and Legal Considerations Special tax considerations and legal considerations may apply to certain types of potential investors. Potential investors are urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, tax and other implications of this investment. (d) Accounting Considerations Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult with their own accounting advisors to determine implications of this investment.

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(e) Security for redemption of the Debentures The Debentures are secured inter alia by the Properties, hypothecation of Project Receivables, the Corporate Guarantee, the Personal Guarantees, the Escrow Mechanism, the Purchase Option Mechanism and the Demand Promissory Note described in �Summary Term Sheet�. The security proposed to be created for the Debentures over the Rhythm Project, Project Receivables therefrom and the development rights of the Company thereon will enure for the exclusive benefit of the Investors only upon discharge of the Existing Encumbrance. Upon such discharge of the Existing Encumbrance, the security will be a first ranking and exclusive charge over the Rhythm Project, Project Receivables therefrom and the development rights of the Company thereon. In the event that the Company is unable to meet its payment and other obligations towards potential investors under the terms of the Debentures, the Debenture Trustee may enforce the Security created pursuant to the Debenture Trust Deed. The potential investors� recovery in relation to the Debentures will be subject to (i) the market value of the Propertiesat the time of enforcement and /or the Project Receivables and (ii) finding a willing buyer for the Properties at a price sufficient to repay the potential investors� amounts outstanding under the Debentures. (f) Material changes in regulations to which the Company are subject could impair the Company�s ability to meet

payments or other obligations. The Company is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Company or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise. (g) Legality of Purchase Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential investor with any law, regulation or regulatory policy applicable to it. (h) Regulatory Risk Real estate projects are exposed to various regulatory changes (including but not limited to FSI approvals, construction linked with rehabilitation, project development, height approvals, completion certificates / occupation certificate). (i) Project Related Risks The Projects (as defined hereinafter) like any other land development project carry associated risks and delays which could hamper the cash flows from the Projects and thus the ability of the Company to meet its servicing obligations. Non-compliance with the terms and conditions of the Development Documents (as defined hereinafter) may attract penalties and may adversely affect the ability of the Company to develop the Projects or any of them and may further affect its rights over the same. As on the date hereof, the Company is generally compliant with all Development Documents. (j) Litigations Property litigations in India can be uncertain and resolution of the same may take several years and be subject to considerable expenses. Currently, however, the Company is not involved in any litigation proceedings. (k) The trading price of the Debentures will be subject to interest rate risk. The Debentures carry a fixed rate of interest. Securities where a fixed rate of interest is offered are subject to price risk. The prices of such securities are inversely proportionate to changes in prevailing interest rates, i.e., when interest rates rise, prices of fixed income securities fall, and, when interest rates drop, prices of such securities increase. The extent of price fluctuation is a function of the existing interest, days to maturity and the increase or decrease in prevailing interest rates. Any increase in interest rates may negatively affect the price of the Debentures.

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SECTION V - GENERAL INFORMATION

REGISTERED OFFICE Samruddhi Realty Limited The Land Mark, No. 21/15, 4th Floor, M.G. Road, Bangalore, Karnataka � 560001 Tel. No.: +91-80-41122991/2, +91-80-25592334/8 Fax No.: +91-80-41122993 E-mail: cssamruddhi@samruddhirealty.com Website: www.samruddhirealty.com

CORPORATE OFFICE Same as registered office. COMPLIANCE OFFICER Mr. Dharmesh M. Kuvalekar

Company Secretary & Compliance Officer Samruddhi Realty Limited The Land Mark, 21/15, 4th Floor, M.G. Road, Bangalore, Karnataka � 560001 Tel. No.: +91-80-41122991/2, +91-80-25592334/8 Fax No.:+91-80-41122993 E-mail: cssamruddhi@samruddhirealty.com

REGISTRATION Originally incorporated on November 28, 2003, as �Samruddhi Realty Private Limited� under the provisions of the Companies Act, 1956 with the Registrar of Companies, Karnataka, Bangalore. Subsequently, our Company was converted into a public limited company pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on January 18, 2010 and the name of our Company was changed to �Samruddhi Realty Limited� vide a fresh Certificate of Incorporation dated March 31, 2010 issued by the Registrar of Companies, Karnataka, Bangalore.

CHIEF FINANCIAL OFFICER Mr. Yashodhara Kalleshappa DEBENTURE TRUSTEE IL&FS Trust Company Ltd.

The IL&FS Financial Centre Plot No. C�22, G Block, Bandra Kurla Complex Bandra (E), Mumbai, 400051 Phone: +91 22 2659 3612 Fax : +91 22 2653 3297 Email: itcl@ilfsindia.com Contact Person: Ms. Sapna Chokshi Website: www.itclindia.com

ADVISOR TO THE ISSUE Hem Securities Limited 14/15, Khatau Building, 1st Floor, 40, Bank Street, Fort, Mumbai - 400 001, Maharashtra Tel.:+91-22�2267 1543/1000 Fax: +91-22�2262 5991 Email: ib@hemonline.com Contact Person: Mr. Mohit Baser Website: www.hemonline.com SEBI Regn. No. INM000010981

AUDITORS M/S. A. R. Pai & Co., Chartered Accountants 45, 2nd Floor, Industry House, Race Course Road, Bangalore - 560 001

REGISTRAR TO THE ISSUE Sharex Dynamic (India) Private Limited Unit-1, Luthra Industrial Premises, 1st Floor, 44-E, M Vasanti Marg, Andheri-Kurla Road, Safed Pool, Andheri (East), Mumbai � 400 072 Tel. No.: 022 � 2851 5606/5644 Fax No.: 022 � 2851 2885 Website: www.sharexindia.com Email: sharexindia@vsnl.com Contact Person: Mr. K. C. Ajitkumar SEBI Regn. No.: INR000002102

CREDIT RATING AGENCY Credit Rating Information Services of India Limited CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai - 400 076, INDIA

23

Phone : 91-22-3342 3000 Fax : 91-22-3342 3001

DATE OF PASSING OF BOARD RESOLUTION AUTHORISING THE ISSUE OF DEBENTURES

September 20, 2014

DATE OF PASSING OF SHAREHOLDERS RESOLUTION AUTHORISING THE ISSUE

November 17, 2014

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SECTION VI - PROFILE OF THE COMPANY AND PROJECT DETAILS 1. Brief History of the Company and Summary of our Business

Our Company was originally incorporated on November 28, 2003, as �Samruddhi Realty Private Limited� under the provisions of the Companies Act, 1956 with the Registrar of Companies, Karnataka, Bangalore. Subsequently, our Company was converted into a public limited company pursuant to Shareholders� Resolution passed at the Extra Ordinary General Meeting held on January 18, 2010 and the name of our Company was changed to �Samruddhi Realty Limited� vide a fresh Certificate of Incorporation dated March 31, 2010 issued by the Registrar of Companies, Karnataka, Bangalore.

During the initial years of our operations our Company took small steps by undertaking the execution of high value luxury apartments under the small size segment. Our Company completed its initial projects with assured quality standards and delivered them to the customers in scheduled time. With determined efforts and gradually progression we achieved a built area of approximately 1, 25,000 sq feet by the year 2009.

We are a growing Real Estate Development Company headquartered in Bangalore, Karnataka. We believe that we have established a successful track record in the Bangalore real estate industry by developing innovative projects through our focus on contemporary architecture, strong project execution and quality construction. Our core area of operations is residential projects.

We use a knowledge-based approach from internal and external sources in making development and lease/sales decisions. We have an in-house architectural and designing team which co-ordinates the entire process from initiation of a project to its final delivery, that ensure quality of and timely execution of each project. Most of the developments carried out by us are on a joint development model with the landowners being given built up area. We currently follow a sale model for our residential projects.

Currently, we have a head office and a corporate office located in Bangalore, Karnataka. In over 10 (ten) years of our existence, we have executed projects at different locations in the Bangalore region.

Our Promoters have been connected with real estate industry for over 20 (twenty) years. Our Company is benefitted from their rich experience, expert in-sight of the industry and has expanded its operations many fold since their association with us.

2. Corporate Structure

Our Company is listed on the SME exchange of BSE Limited. Our shareholding pattern as on September 30, 2014 is as set out in Annexure � 2 hereto.

3. List of the past projects undertaken by the Company

Completed Projects

S. No Location Type (Residential/Commercial) Name of the Project 1 Cooke Town, Bangalore Residential Samruddhi Regal 2 Cooke Town, Bangalore Residential Samruddhi Royle 3 Richard�s Town, Bangalore Residential Samruddhi Grace 4 White Field, Bangalore Residential Samruddhi Eastlynne 5 Old Madras Road Junction Residential Samruddhi Lake Drive

Ongoing Projects

S. No Project Name Location Type (Residential/Commercial) Name of the entity

1 Samruddhi Winter Green Panathur Residential Samruddhi Realty Ltd. 2 Samruddhi Mystic Wind Old Madras Road Junction Residential Samruddhi Realty Ltd. 3 Samruddhi Sunshine Nagnathpura Residential Samruddhi Realty Ltd. 4 Samruddhi Rhythm Hennur Road Residential Samruddhi Realty Ltd. 5 Samruddhi North Square Kogilu Village Residential Samruddhi Realty Ltd.

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6 Samruddhi Sneha Yeshwanthpur Residential Samruddhi Realty Ltd. 7 Samruddhi Bliss Nagnathpura Residential Samruddhi Realty Ltd.

Upcoming projects

SPV Name Project Name Location Type (Residential/Commercial) Name of the entity 1 Kanakapur Road Kanakapur Road Residential Samruddhi Realty Ltd. 2 Malleshwaram Malleshwaram Residential Samruddhi Realty Ltd.

4. Key Operational and Financial parameters (audited consolidated) for the preceding three years and latest half

year The financial key operations and financial parameters of the Issuer for the last 3 (three) financial years are as follows:

(in Rs. Crores)

Parameters Fiscal March 2014 Fiscal March 2013 Fiscal March 2012 Networth - Equity 13.09 7.69 3.28 Networth - FCD - - - Total Equity 13.09 7.69 3.28 Total Debt 27.47 12.56 12.93 (Of which-Non Current Maturities of) Long Term Borrowing 12.31 8.92 11.58 Short Term Borrowing 15.16 4.44 1.35 Current Maturities of Long Term Borrowing 9.70 13.97 2.51 Net Fixed Assets 3.21 2.35 0.90 Non Current Assets (Excluding Fixed Assets) 19.46 7.71 4.24 Cash and Cash Equivalents 18.94 10.49 3.06 Current Investments - - - Current Assets ( Excluding cash and cash equivalent and Current Investment)

62.76 38.95 19.14

Current Liabilities 78.86 42.50 12.44 Net sales 51.67 27.28 12.56 EBITDA 10.34 5.93 2.29 EBIT 9.62 5.55 2.05 Interest 5.25 3.27 1.43 PAT 3.22 1.83 0.41 Dividend amounts - - - Current ratio 1.18 1.73 2.24 Interest coverage ratio 1.83 1.70 1.44 Gross debt/equity ratio 2.84 3.55 4.71 Debt Service Coverage Ratios 1.75 1.68 1.46

5. Gross Debt: Equity Ratio of the Company (consolidated)

Before the issue 3.70 After the issue 4.41 After the issue * 2.19

A Table of Indicative Cash Flows as per SEBI Circular Dated October 29, 2013, has been provided as per Annexure 7. This is the illustrative redemption / repayment schedule as set out in the Transaction Documents. The schedule in Annexure 7 is indicative and will change based on the actual dates of allotments for each of the tranches in the manner communicated by the Debenture Holders / Debenture Trustee to the Issuer.

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SECTION VII - CAPITAL STRUCTURE AND CERTAIN CORPORATE MATTERS

A. Details of the Capital Structure of the Company 1. The capital structure of the Company as on the date of this Memorandum is provided below: Share Capital Rs.

A Authorised Share Capital

2,00,00,000 (Two Crore) equity shares of Rs. 10.00 (Rupees Ten) each 20,00,00,000.00

B Issued, Subscribed and Paid up capital

1,00,94,400 (One Crore Ninety Four Thousand Four Hundred) equity shares of Rs. 10.00 (Rupees Ten) each

10,09,44,000.00

C Share Premium Account Nil

As on the date of this offer the Company has no convertible instruments outstanding. The paid up share capital of the company after this offer will be Rs. 10,09,44,000.00 2. Changes in authorised capital as on September 30, 2014 for Last 5 (Five) years Date & Type of Meeting

Changes in Authorized Share Capital

06.09.2010

EGM

Increase in the authorized share capital of the Company from Rs. 100.00 Lakhs divided into 10,00,000 Equity Shares of Rs. 10.00 each to Rs. 300.00 Lakhs divided into 30,00,000 Equity Shares of Rs. 10.00 each.

27.02.2012

EGM

Increase in the authorized share capital of the Company from Rs. 300.00 Lakhs divided into 30,00,000 Equity Shares of Rs. 10.00 each to Rs. 500.00 Lakhs divided into 50,00,000 Equity Shares of Rs. 10.00 each.

10.12.2012

EGM

Increase in the authorized share capital of the Company from Rs. 500.00 Lakhs divided into 50,00,000 Equity Shares of Rs. 10.00 each to Rs. 1,000.00 Lakhs divided into 1,00,00,000 Equity Shares of Rs. 10.00 each.

29.08.2013

AGM

Increase in the authorized share capital of the Company from Rs. 1,000.00 Lakhs divided into 1,00,00,000 Equity Shares of Rs. 10.00 each to Rs. 2,000.00 Lakhs divided into 2,00,00,000 Equity Shares of Rs. 10.00 each.

3. Equity Share Capital History of the Company as on September 30, 2014 for the last 5 (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 Remarks Number of

Equity Shares

Equity Share

Capital (Rs.)

Share Premium

(Rs.) 11.10.2010 10,00,000 10.00 10.00 Cash Preferential

Allotment to Promoters and Promoter Group

15,00,000 1,50,00,000 0 Nil

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01.02.2011 7,50,000 10.00 10.00 Cash Preferential Allotment to Promoters

22,50,000 2,25,00,000 0 Nil

10.08.2012 6,00,000 10.00 10.00 Cash Preferential Allotment to Promoters

28,50,000 2,85,00,000 0 Nil

10.11.2012 1,00,000 10.00 10.00 Cash Preferential Allotment to Promoters

29,50,000 2,95,00,000 0 Nil

30.01.2013 18,80,000 10.00 10.00 Cash Preferential Allotment to Promoters and Promoter Group

48,30,000 4,83,00,000 0 Nil

09.04.2013 21,80,000 10.00 12.00 Cash Initial public offering

70,10,000 7,01,00,000 43,60,000

Nil

13.09.2013 14,02,000 10.00 10.00 Capitalisation of Reserves

Bonus issue 84,12,000 8,41,20,000 43,60,000 Nil

20.09.2014 16,82,400 10.00 10.00 Capitalisation of Reserves

Bonus issue 1,00,94,400 10,09,44,000 0 Nil

4. Details of any Acquisition or Amalgamation in the preceding 1 (one) year

Nil

5. Details of any Re-organisation or Reconstruction in the preceding 1 (one) year

Nil

6. Details of the Shareholding of the Company Shareholding Pattern of the Company and List of Top 10 Equity Shareholders, as on September 30, 2014

Attached as Annexure-2.

B. Board of Directors

1. Details of the current Directors of the Company as of September 30, 2014

Name of the Director

Designation Date of appointment

Address DIN & Details of other directorships

Mr. V. R. Manjunath

Occupation : Business

Age: 54 years

Chairman and Whole Time Director

28/11/2003 20,Ulsoor Cross Road, Bangalore, 560008

DIN: 01134899

Other Directorships

1. Studio 3 Planners Private Limited

2. Lido Business Venture Private Limited

3. Lido Malls Management Private Limited

Mr. Hemang D Rawal

Managing Director

01/04/2004 3-B, Samruddhi Regal, No. 9, High Street, Opp.-ITC Main Gate, Cooke

DIN: 00513746

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Occupation : Business

Age: 43 years

Town, Bangalore -560005 Other Directorships

1. Samruddhi Gruha Nirman Private Limited

2. Samruddhi Holiday Resorts Private Limited

3. Samruddhi Vaasthu Infracon Private Limited

4. Samruddhi Infratech (India) Private Limited

5. Samruddhi Real Assets Private Limited

6. Samruddhi Retailmart Private Limited

7. Studio 3 Planners Private Limited

8. Ayushi Business Enterprises India Private Limited

9. Ayushi Dwellings Private Limited

Mr. Ravindra M Madhudi

Occupation : Business

Age: 42 years

Whole Time Director

01/04/2004 No. 818, 8th C Main, 3rd

Stage, 3rd Block, Basaveshwar Nagar, Bangalore-560079

DIN: 00513694

Other Directorships

1. Samruddhi Gruha Nirman Private Limited

2. Samruddhi Holiday Resorts Private Limited

3. Samruddhi Vaasthu Infracon Private Limited

4. Samruddhi Infratech (India) Private Limited

5. Samruddhi Real Assets Private Limited

6. Samruddhi Retailmart Private Limited

7. Studio 3 Planners Private Limited

8. Shirdi Business Ventures Private Limited

9. Sweet Neem Publications Private Limited

10. Elements Constructions Private Limited

11. Sacred Ash Health Care & Phamaceuticals Private Limited

12. Ascent Realassets Private Limited

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13. Keystride Labs Private Limited

Mr. Praveen Narayanaswamy

Occupation : Business

Age: 35 years

Non Executive Independent Director

15/01/2013 No. 73, 1st Main Road, Pothalappa Garden,

Jayanagar, Bangalore-560030

DIN: 02461407

Other Directorships

1. Hygienic Air Systems Private Limited.

Mr. Srinivas G. S.

Occupation : Profession

Age: 44 years

Non Executive Independent Director

15/01/2013 No. 631, Sapthagiri Nivasa, 2nd Floor, A Block, Sahakaranagar, Near BESCOM Cash Counter, Bangalore-560092

DIN: 06485065

Other Directorships

None

Ms. Sushma T. S.

Occupation : Business

Age: 42 years

Non Executive Independent Director

15/01/2013 9/2B, Indushekar Nivas Hayes Road - Bangalore- 560025

DIN: 06485057

Other Directorships

None

2. Remuneration of directors (during the current year and last three financial

years)

Name of Director FY 2013-14 FY 2012-13 FY 2011-12 FY 2010-11

V. R. Manjunath 12,00,000 12,00,000 12,00,000 12,00,000

Hemang D. Rawal 30,00,000 30,00,000 30,00,000 30,00,000

Ravindra M. Madhudi 28,80,000 28,74,000 29,05,000 29,05,000

3. Details of change in directors in the preceding three years as on September 30, 2014

Name, Designation, DIN Date of

Appointment/Resignation Director of the Company

since (in case of resignation) Remarks

Mr. V. R. Manjunath Chairman and Whole Time Director 01134899

15/01/2013 Not applicable Appointment as Chairman in addition to re-appointment as Whole Time Director

Mr. Praveen Narayanaswamy Non Executive Independent Director

15/01/2013 Not applicable Appointment

30

02461407 Mr. Srinivas G. S. Non Executive Independent Director 06485065

15/01/2013 Not applicable Appointment

Ms. Sushma T. S. Non Executive Independent Director 06485057

15/01/2013 Not applicable Appointment

C. Details Regarding Auditors of the Issuer

1. Details of the Auditors of the Issuer

Name Address Auditor Since

M/S. A. R. Pai & Co., Chartered Accountants,

45, 2nd Floor, Industry House, Race Course Road, Bangalore - 560 001, Karnataka, India FRN.: 002519S

April, 2007

2. Details of change in Auditor in the preceding 3 (three) years

There has been no change in the statutory auditors of the Company in last three years from the date of this Memorandum.

D. Financial Indebtedness as on September 30, 2014 1. Secured Loan facilities Lenders Name Type of

Facility Amount Sanctioned (Rs.)

Principal amount outstanding (Rs.)

Repayment Date/Repayment Schedule

Security

TATA Capital Construction finance

8.00 Cr 3.27 Cr February 01, 2017 (i) 81 (eighty one) unsold flats/units constructed/being constructed/ to be constructed in the residential scheme namely "Samruddhi North Square" on the project land admeasuring 1 (one) acre 29 (twenty nine) guntas situated at Survey No. 92/1, 92/2, Kogilu Village, YelahankaHobli, Bangalore;

(ii) All the monies accruing or arising

out of the property as mentioned above and includes without limitation the amounts which are either presently payable or payable in the future in respect of the purchase price payable towards the allotment/ purchase of the flats and/or the amenities annexed thereto, by the allottees/ purchasers (present or future) of the flats whether under a letter of allotment and/or agreement for sale executed or any other document executed between the Company and the allottee/flat purchaser in this regard, the escrow account, the approvals for the project and the proceeds payable under the

31

insurance policies.

Reliance Home Finance

Construction finance

7.5 Cr 1.68 Cr February 01, 2015 Residential property bearing Sy No. 11/1, situated at Naganthapura Village, BegurHobli, Bangalore south Taluk, Bangalore. Presently within the limits of BBMP, measuring 1 (one) acre 1 (one) gunta inter alia.

Reliance Home Finance

Construction finance

12.00 Cr 6.00 Cr September 15, 2015

(i) Immovable property being 62% (sixty two percent) share on the properties bearing converted survey No. 29/2 measuring 1 (one) acre and 10 (ten) guntas situated at Doddagubbi Village, Bidarahallihobli, Bangalore East taluk.

(ii) Immovable property being 62% (sixty two percent) share on the properties bearing converted survey No. 30/1 measuring 1 (one) acre and 34 (thirty four) guntas situated at Doddagubbi Village, Bidarahallihobli, Bangalore East taluk.

(iii) An exclusive charge on the scheduled receivables under the documents entered into with the customers by the Company, and all such proceeds both present and future;

(iv) An exclusive charge over all rights, title, interests, claims, benefits, demands under the project documents

2. Unsecured Loans Lenders Name Type of Facility Amount Borrowed

(Rs) Principal amount outstanding (Rs)

Repayment Date/Repayment Schedule

Security

R H Realtors ICD 1.00 Cr 1.00 Cr April 15, 2015 Nil

V R Manjunath Unsecured 3.72 Cr 3.72 Cr August 15, 2016 Nil

3. Details of NCDs

Nil

4. List of top 10 debenture holders as on date of this Memorandum

Nil

32

5. Details of Corporate Guarantee issued by the Company as of September 30, 2014 Sr. No. Name Amount (Rs.)

1 TATA Capital 3,25,79,875 2 Reliance Home Finance Limited 2,69,18,716 3 Reliance Home Finance Limited 6,00,00,000

6. Details of Commercial Paper as on date

Nil 7. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures/Preference

Shares as on date of this Memorandum

Nil

8. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company and statutory dues, in the past 5 years

Nil

9. Details of any outstanding borrowings taken/debt securities issued where taken/issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option

Nil

E. Details Of Promoters of the Company

1. Promoters of our Company

Mr. Manjunath Vellore Ramakrishnan Address: - No: 20, Ulsoor Cross Road, Bangalore - 560 008 PAN:- AARPM2500L Mr. Hemang Dipakkumar Rawal Address:- No: 3-B Samruddhi Regal, No. 9 High Street, Opp. ITC Main Gate, Cooke Town, Bangalore � 560 005 PAN:- AAAPR4455Q Mr. Ravindra Mallikarjunappa Madhudi Address:- No:1103, Mantri Greens, Sampige Road, Malleswaram, Bangalore -560 003 PAN:- ADLPR0809G

2. Details of Promoter�s Holdings in the Company as on September 30, 2014

S.

No. Name of shareholders 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. Manjunath Vellore Ramakrishnan 23,04,000 23,04,000 22.825 NIL NIL 2. Hemang Dipakkumar Rawal 21,74,400 21,74,400 21.541 NIL NIL 3. Ravindra Mallikarjunappa Madhudi 21,74,401 21,74,401 21.541 NIL NIL

Details of Shareholding of Promoter Group Member�s Holdings in the Company as on September 30, 2014 S.

No. Name of shareholders 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

33

S. No.

Name of shareholders 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. Rajani Manjunath 7,200 7,200 0.071 NIL NIL 2. Chaitali Hemang Rawal 1,44,000 1,44,000 1.467 NIL NIL 3. Mahalakshmi Ramakrishnan 7,200 7,200 0.071 NIL NIL 4. Nanda Ravindra Madhudi 1,44,000 1,44,000 1.467 NIL NIL F. Abridged version of Audited Consolidated and Standalone Financial Information (P&L, BS and CF) for the

preceding three years and auditor qualifications: 1. Abridged Audited Consolidated Financial Statements of the Company

Not applicable.

2. Abridged Audited Standalone Financial Statements of the Company

Attached as Annexure-3. G. Abridged Version of Latest Audited/Limited Review Half-Yearly Consolidated and Standalone Financial

Information (Profit and Loss and Balance Sheet) 1. Abridged Unaudited (Limited Review) Consolidated Financial Statements of the Company

Not applicable. 2. Abridged Unaudited (Limited Review) Standalone Financial Statements of the Company

Attached vide Annexure-3. H. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years

immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil

I. Any material event/development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Company/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the investor�s decision to invest/continue to invest in the debt securities.

J. Name of the Debenture Trustee and details of its consent: IL&FS Trust Company Ltd. has granted its consent dated November 26, 2014 for its appointment as the Debenture Trustee, enclosed in Annexure 4.

K. The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/credit rating

letter issued (not older than one month on the date of opening of the issue) by the rating agencies. CRISIL has granted a rating of �CRISIL BB-/Stable� for the Debentures. Its detailed rating rationale is enclosed in Annexure 5.

L. Listing

The Debentures of the Issuer are proposed to be listed only on the WDM segment of the BSE. Therefore, BSE Limited would be the Designated Stock Exchange. The Issuer shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis.

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The Issuer undertakes to get the Debentures listed within 15 (fifteen) days from the Date of Allotment.

M. 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 Memorandum.

N. Guarantee or letter of comfort or any other document/letter with similar intent

The Promoters have given a personal guarantee for this issue. Copies of the same are attached as Annexure 8. O. Security

Please refer to the summary of term sheet in Annexure 1 of this Memorandum.

Name and address of the Valuer who performed the valuation of the security offered: Knight Frank India Private Limited Embassy Square, 148, Infantry Road, Bangalore � 560 001

P. Contribution being made by the Promoters or directors of the Company as part of the offer or separately: Nil

Q. Other details

(i) Debenture Redemption Reserve Creation � relevant regulations and applicability Under Section 71 of the Act and Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014, Debenture Redemption Reserve is required to be maintained in case of privately placed debentures in accordance with the Act.

(ii) Issue/instrument specific regulation � relevant details

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

(iii) Depository arrangement / Application process / 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 Memorandum, Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and relevant security documents.

R. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and

the effect of such interest in so far as it is different from the interests of other persons. Nil

S. Details of litigation or legal action pending or taken by a governmental or statutory authority against a Promoter or the Investor in the 3 (three) years preceding the year of filing of this Memorandum Nil

T. Details of related party transactions entered into in the 3 (three) years preceding the year of filing of this Memorandum:

Attached as Annexure-6.

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U. Details of any (i) inquiry, inspections or investigations initiated or conducted; and (ii) prosecutions filed, fines

imposed and compounding of offences, against the Company or its Subsidiaries in the 3 (three) years immediately preceding the year of filing of this Memorandum: Nil

V. Details of acts of material frauds committed against the Company in the last 3 (three) years, if any, and if so, the action taken by the Company: Nil

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SECTION VIII - DISCLOSURES/DISCLAIMERS 1. Company Confirmation The Company certifies that the disclosures made in this Memorandum are generally adequate and in conformity with the regulations and other applicable enactments / rules.

CAUTIONARY NOTE The distribution of this Memorandum or the application forms and the offer, sale, pledge or disposal of the Debentures to the recipients may be restricted by law in certain jurisdictions. This Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debenture in any jurisdiction to any addressee to whom it is unlawful to make such offer or invitation in such jurisdiction. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI. 2. Issue of Debentures in Dematerialized Form The Company has made depository arrangements with the Depository for the issue of Debentures in dematerialized form. The Debenture Holders will have to hold the Debentures in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 / rules as notified by the Depository from time to time. Applicants should mention their Depository Participant�s name, DP-ID and Beneficiary Account Number in the appropriate place in the Application Form. The Company shall take necessary steps to credit the Depository Account of the allottee(s) with the Debentures allotted. 3. General Disclaimer This Issue is being made strictly on a Private Placement basis. Nothing in this Memorandum shall constitute and/ or deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures. This Memorandum should not be constructed to be a prospectus or a statement in lieu of prospectus under the Act. This Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company or the Intermediary and only such recipients are eligible to apply for the Debentures. 4. Disclaimer in Respect of Jurisdiction This Issue is made in India to eligible investors, who shall be specifically approached by the Company. This Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the jurisdiction of the courts of Bangalore or Mumbai, and will be adjudicated in accordance with the provisions of the Debenture Trust Deed. This Issue is made in India to persons resident in India. This Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. 5. Disclaimer of the Securities & Exchange Board of India and the Stock Exchanges This Memorandum has not been filed with or submitted to the SEBI and/ or any recognized Stock Exchange in India. The Debentures have not been recommended or approved by SEBI and / or recognized Stock Exchange nor does SEBI and / or any recognized Stock Exchange guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and/ or any recognized Stock Exchange. 6. Consents IL&FS Trust Company Ltd has given its written consent vide the Debenture Trustee Consent Letter dated November 26, 2014 for its appointment as debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Memorandum and in all the subsequent periodical communications sent to the Debenture Holders.

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7. Mechanism for Redressal of Debenture Holders� grievances All grievances relating to the Issue may be addressed to the Company, giving full details such as name, address of the applicant, number of Debentures applied for, amount paid on application and the bank branch or collection centre where the application was submitted. The Company will seek to redress these complaints as expeditiously as possible.

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SECTION IX - ISSUE RELATED INFORMATION 1. Background

The Company has been promoted by the Promoters.

The details of Projects are provided herein below:

Ongoing Projects Project Name Rhythm Winter Green Lake Drive Mystic Wind Location Hennur Road,

Bangalore Panathur, Bangalore Old Madras Road,

Bangalore Old Madras Road,

Bangalore Type of Project Residential

Apartments Residential Apartments

Residential Villas Residential Row Houses

Hand Over Date December 31, 2015 September 30, 2017 December 31, 2014 February 28, 2015 Total Saleable area (sq. ft.)

2,78,576 3,55,300 1,96,222 1,21,895

Samruddhi share 62% 63% 60% 65% Samruddhi share (sq. ft.)

1,72,541 2,23,839 1,17,733 79,170

Project Name Malleshwaram Lumbini Heights Location Malleshwaram, Bangalore Kanakpura Road, Bangalore Type of Project Residential Apartments Residential Apartments Hand Over Date December 31, 2017 October 30, 2018

The Company is intending to raise funds for the purpose more specifically detailed out Annexure-1 hereto.

2. 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 provisions of the Act and other Applicable Law. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as prescribed by NSDL and the relevant Depository Participant of the transferor or transferee and any other Applicable Laws and rules notified in respect thereof. Investors may note that subject to Applicable Law, the Debentures of the Issuer would be issued and traded in dematerialised form only.

3. 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 fund transfer/RTGS 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.

4. Debenture Trustee for the Debenture Holder(s) The Issuer has appointed IL&FS Trust Company Ltdto act as debenture trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee has entered into the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer.

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SECTION X - MORTGAGED PROPERTIES Primary Projects: PART A Rhythm Property: All that piece and parcel of land in Survey No.29/2 measuring 1 acre 10 guntas and land in Survey No. 30/1 measuring 1 acre 24 guntas totally admeasuring 2 acres 34 guntas, situated at Doddagubbi Village, BidarahalliHobli, Bangalore East Taluk: Survey No. 30/1 measuring 1 acre 24 guntas is bounded on: East By: Property bearing Survey No.30/2; West By: Property bearing Survey No.29; North By: Laggu Village and limit of Chikkagubbi; and South By: Property bearing Survey No. 30/3 Survey No.29/2 measuring 1 acre 10 guntas is bounded on: East By: Property bearing Survey No. 30; West By: Property bearing Survey No. 29/1; North By: Laggu Village and limit of Chikkagubbi; and South By: Property bearing Survey No. 29/3 PART B Winter Green Property: All that piece and parcel of land in Survey No. 241/1 (earlier part of Survey No. 241), situated at Amani Bellandur Khane Village, VarthurHobli, Bangalore East Taluk measuring 3 acres 10 guntas and bounded on the: East By: Land in Survey No. 256 West By: Land in Survey Nos. 240 and 242 North By: Land in Survey Nos. 244 and 255 South By: Government Road and remaining portion of Survey No. 241. PART C Lake Drive Property: All that piece and parcel of the land in Survey No. 43 measuring 4 acres 37 guntas and land in Survey No. 52(P) measuring 1 acre 10 guntas, situated at Nimbekayipura Village, BidarahalliHobli, Bangalore East Taluk and bounded on the: East By: Road West By: Remaining portion of Survey No. 52 North By: Survey No. 42 (or lake) South By: Remaining portion of Survey No. 52 PART D Mystic Wind Property: All that piece and parcel of land in Survey No. 31/2 measuring 1 acre 35 guntas (out of 5 acres 13 guntas), situated at Nimbekaipura, BidarahalliHobli, Bangalore East Taluk and bounded on the:

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East By: Land in Survey No. 31/1 West By: Road North By: Remaining portion of Survey No. 31/2 South By: Land in Survey Nos. 28, 29 and 30 Upcoming Projects: The Company is in the process of acquiring the development rights to the following projects (Malleshwaram Project and Lumbini Heights Project) over which the charge shall be created in favour of the Debenture Trustee to secure the Debenture Outstandings: Land in Survey No. 70, measuring 2 acres 39 guntas, situated at Anjanapura Village, UttarahalliHobli, Bangalore South Taluk, to be developed into the Lumbini Heights Project; All that piece and parcel of the property bearing CTS No. 1169, Division 63, 3rd Main Road, Gayathri Devi Park Extension (earlier forming part of Survey No. 2 of RajamahalHalli, Bangalore), Vayalikaval, Bangalore measuring 53,040 (Fifty Three Thousand and Forty) square feet to be developed into the Malleshwaram Project.

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ANNEXURE 1

TERMSHEET Security Name Samruddhi Realty Limited � 18.75% Senior, Secured, Rated, Listed, Fully Redeemable,

Non-convertible debentures � Series I. Up to Rs. 60 Crores Senior, Secured, Rated, Listed, Fully Redeemable, Non-convertible Debentures issued by Samruddhi Realty Limited, in 2 Series, 18.75%

Issuer/ Company Samruddhi Realty Limited Type of the Debentures Senior, Secured, Rated, Listed, Fully Redeemable, Non-Convertible Debentures issued

in Rupees and privately placed Nature of Instrument Secured Seniority Senior Mode of Issue Private placement basis in 2 (two) series and multiple tranches Eligible Investors Banks and Financial Institutions, Public Financial Institutions (as defined under Section

2(72) of the Act), Non-Banking Financial Companies, Provident Fund Trust, Companies, Foreign Institutional Investors, Insurance Companies, Portfolio Management Clients, Alternative Investment Fund and any other eligible investors who are authorized to invest in the Debentures

Listing The Debentures are proposed to be listed on WDM Segment of the BSE within 15 days from the Date of Allotment.

Rating CRISIL BB-/Stable Issue Size Rs. 60,00,00,000.00 Face Value Rs. 100.00 Issue Price At par Issuance Mode Demat only Trading Lot 10,000 (Ten Thousand) Debentures Trading mode of instrument Demat only Settlement mode of instrument Via account payee cheque or warrant / demand draft / credit through the RTGS system Minimum Application and in multiples of thereafter

10,000 (Ten Thousand) Debentures and multiples of 10,000 (Ten Thousand) Debentures thereafter.

Option to retain oversubscription Amount

Not applicable

Registrar and Transfer Agent Sharex Dynamic (India) Private Limited Unit-1, Luthra Industrial Premises, 1st Floor, 44-E, M Vasanti Marg, Andheri-Kurla Road, Safed Pool, Andheri (East), Mumbai � 400 072 Tel. No.: 022 � 2851 5606/5644 Fax No.: 022 � 2851 2885 Website: www.sharexindia.com Email: samruddhi.ipo@sharexindia.com Contact Person: Mr. K. C. Ajitkumar SEBI Regn. No. INR000002102

Debenture Trustee IL&FS Trust Company Ltd. The IL&FS Financial Centre Plot No. C�22, G Block, Bandra Kurla Complex Bandra (E), Mumbai - 400051 Phone: +91 22 2659 3612 Fax : +91 22 2653 3297

Role and responsibilities of the Debenture Trustee

The Issuer has appointed IL&FS Trust Company Ltd. as the Debenture Trustee for the issue of Debentures. All the rights and remedies of the Debenture Holders shall vest in and shall be exercised by the Debenture Trustee shall act on the instructions of the Majority Debenture Holders accordance with Debenture Trust Deed.

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The Debenture Trustee shall ensure disclosure of all material events on an ongoing basis. The Debenture Trustee will protect the interest of the Debenture Holders on the occurrence of an Event of Default by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the Issuer�s cost as provided in the Debenture Trust Deed. In addition to the above, the Debenture Trustee shall carry out the roles and duties as specified under the Debenture Trust Deed and the relevant security documents.

Depository National Securities Depositories Limited Objects of the Issue The funds realised upon issuance of the Debentures shall be utilised by the Company for

the following purpose: An amount of up to Rs. 17,00,00,000.00 shall be disbursed in the first tranche (First Tranche Series I NCDs) out of which: (i) an amount of Rs. 6,00,00,000.00 (Rupees Six Crores Only) shall be utilized for

repaying the entire amounts outstanding and payable by the Company to Reliance Home Finance Limited in relation to the facilities availed by the Company from Reliance Home Finance Limited. Within a period of 3 (three) days from the date on which this amount is disbursed from the Main Escrow Account, the Company shall provide a no-dues certificate from Reliance Home Finance Limited in a form satisfactory to the Debenture Holders;

(ii) an amount of Rs. 9,00,00,000.00 (Rupees Nine Crores Only) shall be utilized for meeting the project expenses for the Primary Projects, to be disbursed linked to milestones at the discretion of the Debenture Holders; and

(iii) an amount of Rs. 2,00,00,000.00 (Rupees Two Crores Only) shall be utilized for placing security deposits with the landowners of the Upcoming Projects and for initial Project expenses to be incurred by the Company for the Upcoming Projects.

An amount of up to Rs. 9,00,00,000.00 (Rupees Nine Crores Only) shall be disbursed in the second tranche (Second Tranche Series I NCDs) out of which: (i) an amount of Rs. 4,50,00,000.00 (Rupees Four Crores Fifty Lakhs Only) shall be

utilized for meeting the project expenses for the Primary Projects, to be disbursed linked to milestones at the discretion of the Debenture Holders;

(ii) an amount of Rs. 4,50,00,000.00 (Rupees Four Crores Fifty Lakhs Only) shall be utilized for placing security deposits with the landowners of the Upcoming Projects and for initial Project expenses to be incurred by the Company for the Upcoming Projects.

An amount of up to Rs. 14,00,00,000.00 (Rupees Fourteen Crores Only) shall be disbursed in the third tranche (Third Tranche Series I NCDs) out of which: (i) an amount of Rs. 5,50,00,000.00 (Rupees Five Crores Fifty Lakhs Only) shall be

utilized for meeting the project expenses for the Primary Projects, to be disbursed linked to milestones at the discretion of the Debenture Holders;

(ii) an amount of Rs. 3,50,00,000.00 (Rupees Three Crores Fifty Lakhs Only) shall be utilized for placing security deposits with the landowners of the Upcoming Projects and for initial Project expenses to be incurred by the Company for the Upcoming Projects; and

(iii) the balance amount of Rs. 5,00,00,000.00 (Rupees Five Crores Only) shall be undisbursed till the Debenture Holders, at their sole and absolute discretion, determine that this amount shall be disbursed. As and when disbursed, this amount shall be retained in the Main Escrow Account and shall be utilized for meeting contingency requirements of the Company or for meeting Project Costs for the Primary Projects, with the prior consent of the Debenture Holders. It is clarified that the disbursement of this amount and subscription to the Third Tranche Series I NCDs corresponding to this amount shall be at the sole discretion of the Debenture Holders.

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The Series II Subscription Amount shall be payable by the Debenture Holders directly into the Main Escrow Account and shall be utilized by the Company for meeting the expenses of the Projects in a manner acceptable to the Debenture Holders and with the prior written consent of the Debenture Trustee (acting on instructions of the Debenture Holders). It is clarified that the disbursement of this amount and subscription to the Series II NCDs corresponding to this amount shall be at the sole discretion of the Debenture Holders.

Details of utilisation of the Issue Proceeds

The Subscription Amounts shall be utilised in the manner permitted under the Debenture Trust Deed.

Coupon Rate Coupon is the rate of interest payable on the Debentures on the Coupon Payment Date at the rate of 18.75% (eighteen point seven five percent) p.a. compounded monthly and payable quarterly It is clarified that though no Coupon will be payable on the Debentures for the period of 6 (six) months from the First Closing Date and the same will accrue on monthly rests and be payable at the end of the second calendar quarter, i.e. quarter ending May 30, 2015. The first Coupon Payment Date shall be June 1, 2015. The coupon shall accrue on monthly basis and be payable on a quarterly basis based on financial years for each Coupon Period unless mutually agreed to be paid on a monthly basis. If there is sufficient cash flows from the Projects, then the Coupon can be paid 2 (two) days prior to the last business day of the month before completion of the respective quarter with prior written approval from the Debenture Holders. All duties, charges, levies, etc. on payment of coupon rate shall be borne by the Company except withholding tax under the Income Tax, 1961 or statutory modification thereof.

Step up Coupon Rate Not applicable Step down Coupon Rate Not applicable Payment Frequency of Coupon / Interest

As specified in Redemption Schedule

Coupon Payment Dates, Principal Payment Dates, payment of Redemption Premium

As per the Redemption Schedule

Coupon Type As specified in Redemption Schedule Coupon Reset Process Not applicable Interest Calculation/ Day count basis All Coupon accruing on the face value of the NCDs shall accrue from day to day and be

calculated on the basis of the actual number of days elapsed and a year of 365 days (or 366 days in case of a leap year)

Interest on Application Money Not applicable Default Interest Any Debenture Outstandings due on the Debentures including any Coupon and/or

principal redemption and/ or any other payment to be made by the Company in connection with the Debentures shall, in case the same be not paid on the respective due dates or in case of happening of any of Event of Default, carry further default interest of 2% (two percent) per month over and above the documented rate (i.e the pre-tax IRR of 22.75% (twenty two point seven five percent)) computed on the entire Debenture Outstandings, whether due or not, for the period commencing from the respective due dates for such amounts and expiring on the date on which such payment is actually made.

Additional Interest In the event any Automatic Trigger Event occurs, the Company shall be liable to make payment of additional interest calculated at the rate of 2% (two percent) per month over and above the applicable pre-tax IRR of 22.75% (Twenty two point seven five percent), on the entire Debenture Outstandings, whether due or not, for the period commencing from the respective due dates for such amounts and expiring on the date on which such payment is actually made. The Additional Interest shall be payable for the period commencing from the date of occurrence of an Automatic Trigger Event and expiring on the date on which the said Automatic Trigger Event is cured to the satisfaction of the Debenture Holders.

Issue Timing For First Tranche Series 1 NCDs :

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1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Date of Allotment

1. [] 2.[] 3.[] 4.[] For subsequent issuances of NCDs: as per the respective Addendums

Maturity Date The final dates of maturity for each of the Debentures which would be not be later than 45 (Forty Five) months from the First Closing Date, irrespective of whether such Debentures are allotted on the First Closing Date or any other date.

Record Date [] Discount at which security is issued and effective yield as a result of such discount

Not applicable

Issuance Format The Debentures will be issued and allotted in dematerialized form. Business Day Convention If the date for performance of any event or the due date for any payment including but

not limited to the Maturity Date falls on a day that is not a Business Day, then the date in respect of performance such event or the due date for payment shall be the immediately preceding Business Day.

Security The mortgage of the Properties, Demand Promissory Note, Corporate Guarantee(s), Personal Guarantee(s), Purchase Option, Escrow Accounts, lien, charge, assignment, hypothecation of the Projects Receivables, undated cheque or security interest or any other agreement or arrangement having the effect of conferring security in favour of the Debenture Trustee for benefit of the Debenture Holders and shall include any agreement, document or writing for Alternative Security and additional security created pursuant to the Transaction Documents

Voluntary Prepayment (i) In case of prepayment of the Debentures prior to the expiry of 15 (fifteen) months from the First Closing Date out of any other source other than from the surplus cash flow from the Projects, a prepayment charge of 4% (four percent) along with applicable service tax on the prepaid amount will be charged provided that the absolute returns on the entire Subscription Amount contributed by the Debenture Holders for 15 (fifteen) months are protected. The shortfall amount for the absolute returns on the Subscription Amount shall be paid over and above the prepayment charge.

(ii) In case of prepayment of the Debentures after the expiry of 15 (fifteen) months

but prior to the expiry of 24 (twenty four) months from the First Closing Date, a prepayment charge of 2% (two percent) along with applicable service tax on the prepaid amount will be charged.

(iii) In case of prepayment after a period 24 (twenty four) months from the First

Closing Date, no prepayment charge will be charged.

(iv) Such prepayments can be made only on a Coupon Payment Dates or on Principal Payment Dates or the last business day of the month. All such prepayments shall, after adjusting there from any overdue payments, any accrued Coupon, the Redemption Premium and/or Additional Interest and Default Interest, if any on the amounts being prepaid, and the prepayment charges, be used towards the principal amounts of the 2 (two) series of Debentures proportionately. Any prepayments made as aforesaid shall reduce the scheduled principal amounts payable on the immediately following Principal Payment Date and in the event that the entire principal amounts payable on the said Principal Payment Date has been prepaid, the balance amounts available for making prepayments shall be adjusted towards the scheduled principal amounts payable on the immediately following Principal Payment Date in proportion to the number of Debentures outstanding in each series and so on and so forth until all the scheduled principal amounts due in respect of the Debentures have been fully paid.

(v) The Company shall be entitled to prepay the Debenture Outstandings by giving a

notice in writing to the Debenture Holders at least 30 (thirty) days prior to the

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date on which the Company proposes to prepay in the manner aforesaid.

(vi) Where there are sufficient cash flows from the Projects (as per the determination made by the Debenture Trustee) the Company shall be entitled to prepay the Coupon due on any Coupon Payment Date with the prior written approval of the Debenture Holders, without any prepayment penalty.

(vii) All Prepayments shall be made by the Company, by remitting / causing to be

remitted the relevant prepayment amounts in the designated accounts of the Debenture Holders, and the Company shall ensure that the Escrow Agent for the Escrow Accounts transfers all such amounts to be prepaid to the Debenture Holders in the manner detailed in the Escrow Agreement

. Redemption Date (s) As per the Redemption Schedule Redemption Amount As per the Redemption Schedule Redemption Premium A redemption premium shall be paid to the Debenture Holders in last 3 (three) quarterly

installments (as per the Redemption Schedule) additionally along with the principal payments (redemption of the Debentures) in such a manner that the Debenture Holders achieve a pre-tax IRR of 22.75% (twenty two point seven five percent) based on the Coupon and redemption premium payments. The last tranche of redemption premium will be adjusted for achieving a IRR of 22.75% (twenty two point seven five percent) IRR on the Subscription Amount

Mandatory Prepayment Upon the occurrence of an Event of Default, the Debenture Holders will be entitled to inter alia seek early redemption of the Debentures before the Maturity Date. The same shall be without prejudice to the Debenture Holders� other rights and remedies under the Transaction Documents

Put Option At any time when the Debenture Outstandings remain due, (i) subject to mutual acceptance by the Debenture Holders and the Promoters, or (ii) in case of Event of Default or Material Adverse Effect or potential Event of Default or if affairs of the Company are being carried out in a manner, prejudicial to the interest of the Debenture Holders, to be determined at the sole discretion of the Debenture Trustee the Debenture Holders shall have a right to sell to the Promoters or any of them (�Put Option�), the outstanding Debentures or any part thereof (�Put Option NCDs�). Upon receipt of a written notice (�Put Notice�), which Put Notice shall specify the Put Option NCDs, the Promoters shall purchase or shall cause the purchase of the Put Option NCDs by their nominee or affiliate, at a price which provides the Debenture Holders with the IRR of 22.75% (twenty two point seven five percent) within a period of 7 (seven) days from the date of the Put Notice. The Promoters shall be jointly and severally liable for the purpose of above.

Put Notification Time As per Debenture Trust Deed Call Option Date Not applicable Call option price on Call Option Date

Not applicable

Call Notification Time Not applicable Conditions precedent to disbursement

Customary for transactions of this nature and as set out in the Debenture Trust Deed.

Conditions Subsequent to disbursement

Customary for transactions of this nature and as set out in the Debenture Trust Deed.

Assignment/ Transfer The Debentures shall be freely transferable and transmittable by the Debenture Holder(s) in whole or in part, unless otherwise agreed to in writing. The Debenture Holder(s) shall also have the right to novate, transfer or assign its rights and/or the benefits under the Transaction Documents upon such transfer / transmission of the Debentures. It is clarified that the Company shall not be entitled to assign any of the rights, duties or obligations under the Debenture Trust Deed or in relation to the Debentures.

Events of Default The Debenture Trust Deed shall detail the events that will qualify as events of defaults in relation to the Debentures (�Events of Default�). The following is a brief summary

47

of such events (subject in its entirety to the provisions of the Debenture Trust Deed � capitalized terms having the meaning ascribed to them in the Debenture Trust Deed): (i) Any Automatic Trigger Event having occurred.

(ii) Any failure by the Company and/or the Promoters and/or any of the other

Security Providers to perform or comply with the terms, conditions, undertakings, obligations and covenants of the Transaction Documents.

(iii) If the Company and/or the Promoters and/or any of the other Security Providers

rescind / repudiate or purports to rescind / repudiate or evidences or demonstrates any intention (such determination being made by the Debenture Trustee acting on behalf of the Majority Debenture Trustee) to rescind or repudiate any of the Transaction Documents to which it is a party in whole or in part or fails to comply with any of the terms of the Transaction Documents or fails to fulfil any of their respective obligations under the terms of any of the Transaction Documents.

(iv) If the Security shall or is likely to fail to provide the interests, rights, title,

remedies, powers or privileges intended to be created thereby (including the priority intended to be created thereby), or Security shall or is likely to fail to have the priority contemplated under the Transaction Documents or any such Transaction Documents shall or likely to cease to be in full force and effect, or the Security purported to be created thereby is jeopardized or endangered or likely to be jeopardized or endangered in the opinion of the Debenture Trustee and not duly remedied to the satisfaction of the Debenture Trustee in any manner whatsoever, or any other obligations purported to be secured thereby or any part thereof shall or likely to be disaffirmed by or on behalf of the Company and/or the other Security Providers or if the Company, the Promoters, without the prior written consent of the Debenture Holders, attempt to create any charge, mortgage, pledge, etc. over the Security except as permitted under the Transaction Documents.

(v) If any income tax proceeding or any other statutory proceeding is instituted or

likely to be instituted on any of the Company or the Promoters or any of the other Security Providers or in respect of any of the Projects and/ or any other Security (or any part thereof) which, in the opinion of the Debenture Holders could adversely affect the said Property or Project (or any part thereof) and/or the Company�s, the Promoters� or the other Security Providers� ability to repay the Debenture Outstandings or otherwise comply with any of their obligations under the Transaction Documents.

(vi) If the Company fails to adhere to the Sales Schedule written or, as the case may

be, the revised schedule provided/ approved by the Debenture Holders for 2 (two) consecutive quarters, after a period of 18 (eighteen) months from the First Closing Date.

(vii) If the Cash Cover as provided under the DSA and the Escrow Agreement is not

replenished within a period of 5 (five) days from the date on which the Cash Cover is drawn down.

(viii) The Company and/or the Promoters and/ or the other Security Providers or any of

them has been adjudged as unable to pay its/ his debts or becomes unable to pay its/ his debts as they fall due within any grace period originally provided for by the counter-parties, or suspends or threatens to suspend making payments (whether principal or Coupon) with respect to any of its/ his debts.

(ix) Notwithstanding contrary to any provisions hereof, failure by the Company, the

Promoters or the other Security Providers to meet its/their payment obligations when they become due under any of the Transaction Documents.

48

(x) Whenever any Security becomes unenforceable in accordance with any of the

Transaction Documents, for any reason whatsoever or failure by the Security Providers to create and maintain the Security in favour of the Debenture Trustee in accordance with the terms of the Transaction Documents including the obligation to provide Additional Security as mentioned in this Deed.

(xi) Any representation, warranty or statement or undertaking made or deemed to be

made or repeated by the Company and/or the Promoters and/or the other Security Providers pursuant to this Deed or the other Transaction Documents or in any notice, certificate or statement referred to herein or therein or delivered hereunder or thereunder is incorrect, incomplete, inaccurate or misleading or becoming incorrect.

(xii) The secured lender/s of Company, the Promoters or the other Security Providers

initiating proceedings for recovery either through civil proceedings or under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 or any other relevant statutory provision for the time being, or there being circumstances where initiation of such proceedings seems likely in the opinion of the Debenture Trustee.

(xiii) Any breach with respect to obtaining, compliance with or maintaining all

consents, approvals and authorizations, compliance with all regulatory and other requirements as specified by the relevant regulatory authorities from time to time, or there being circumstances where the possibility of such breach seems likely in the opinion of the Debenture Trustee.

(xiv) Failure to maintain the Security Cover Ratio of 2.25 (two point two five) at all

times and the same is not made good within the time stipulated in Clause Error! Reference source not found.

(xv) Any Security Provider failing to deposit all the Project Receivables in their

relevant Escrow Accounts with respect to each of the Projects.

(xvi) Failure to create Alternate Security in accordance with the terms of the Transaction Documents.

(xvii) All or any part of the proceeds of the Subscription Amounts is not utilized or is

not being utilized for the intended purpose.

(xviii) Failure to provide the information sought by the Debenture Trustee in accordance with the provisions hereof, within the stipulated timelines.

(xix) Any event occurs or is likely which, (i) may constitute a Material Adverse Effect

in the condition, financial or otherwise, prospects or operations of the Company and/or the Promoters and/or the other Security Providers, present or future, or (ii) may adversely affect the (a) repayment of the NCDs or (b) Security or (c) the Projects.

(xx) Any action or any legal proceedings are initiated or other steps taken or likely to

be taken for (i) the Company and/or the Promoters and/or the other Security Providers to be adjudicated or found insolvent or bankrupt; (ii) the winding-up or dissolution of the Company or (iii) the appointment of a liquidator, administrator, trustee or receiver or similar officer of the Company, the Promoters and/or the other Security Providers, or the whole or any part of any of their undertaking, assets or properties, without obtaining a prior written approval of the Debenture Holders.

(xxi) Change in the management of the Company in violation of the DSA or this Deed.

49

(xxii) Any governmental authorization necessary for the conduct of the business and which, in the opinion of the Debenture Holders, may affect the Projects (or any of them) or the Security in any manner is revoked and not reinstated within 30 (thirty) days or is likely to be revoked.

(xxiii) Attachment or distraint is levied on any properties/assets on which Security is

created in favour of the Debenture Trustee or any such action is threatened or likely.

(xxiv) If a material part of the assets, rights or revenues of the Company and/or the

Promoters and / or any of the other Security Providers are or are notified to be seized, nationalised, expropriated or compulsorily acquired by or under the authority of any Government or governmental authority.

(xxv) The Company fails to comply with Applicable Law in relation to the NCDs

unless the failure to comply is, in the opinion of the Debenture Trustee (acting on the instructions of the Debenture Holders), capable of remedy and is remedied within 30 (thirty) days of the notice issued by the Debenture Trustee to the Company. Any of the Security Providers fail to comply with the Applicable Law in relation to the Security provided by them to the Debenture Trustee unless the failure to comply is, in the opinion of the Debenture Trustee (acting on the instructions of the Debenture Holders), capable of remedy and is remedied within 30 (thirty) days of the notice issued by the Debenture Trustee to the relevant Security Provider.

(xxvi) The Company and/or the Promoters and/or the other Security Providers cease or

threaten or are likely to cease to carry on its business or gives notice of its intention to do so.

(xxvii) If the properties and assets offered as Security to the Debenture Trustee are not

insured or kept insured sufficiently to the satisfaction of the Debenture Holders.

(xxviii) The Company, the Promoters and/or the Security Providers consolidate or amalgamate with, or merge with or into, or transfers all or substantially all its assets to, another entity without obtaining a prior written approval of the Debenture Holders and/or, at the time of such consolidation, amalgamation, merger or transfer with the consent of the Debenture Holders, the resulting, surviving or transferee entity fails to assume (to the satisfaction of the Debenture Holders) all the obligations of such Company and/or Promoters and/or the Security Providers, as the case may be, arising out of the Transaction Documents or initiate action in that regard.

(xxix) Failure of the Company to redeem the outstanding NCDs or payment on the

Principal Payment Dates and/or Coupon Payment Dates as per the Redemption/ Repayment Schedule.

(xxx) Upon breach of any provision of any of the Transaction Documents by the

Company and/or the Promoters and/or the other Security Providers.

(xxxi) Any supervening illegality where compliance with the terms of this Deed or any other Transaction Documents by the Parties would amount to/ result in breach of any Law.

(xxxii) If the development of the Projects (or any of them) is at any time after sanction

of plans stalled for a continuous period of 60 (sixty) days and such stalling of development results in failure by the Company to adhere to the construction milestones stipulated in the Transaction Documents.

(xxxiii) Inability to proceed with any Project due to the termination of or any claim,

proceeding, action under any Development Agreements or for any other reason.

50

(xxxiv) Inability to develop the Projects or any of them in accordance with the

Construction Milestones as set out in this Deed and the DSA in Schedule 8.

(xxxv) Any transaction between the Company and/or the Promoters and/or any other Security Provider with any of their Affiliates or Relatives having or likely to have any adverse effect on the rights of the Debenture Holders;

(xxxvi) Failure of the Company or the Promoters to obtain the architect�s compliance

occupation certificates or make an application for the occupation certificates for the Projects (as applicable) within the time stipulated in the DSA.

(xxxvii) Any Litigation (initiated, threatened or likely) which in the view of the

Debenture Holders may affect the Security notwithstanding the provisions of the DSA.

(xxxviii) Any defect or deficiency in the title/ right to any of the Projects, any of the

Properties or any Security under the Development Agreements which is not corrected or remedied to the satisfaction of the Debenture Holders within 30 (thirty) days from the date when such defect or deficiency arose or is notified by the Debenture Holders.

(xxxix) Any of the conditions of the, approvals, consents, conditions by the statutory

authorities are not complied with or such approvals are not obtained as required for the Projects or any of them.

(xl) There is temporary restraining order, preliminary or permanent injunction,

attachment or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing or otherwise impairing or prejudicing the due, proper and irrevocable consummation of the transactions contemplated hereby or in any manner affecting the completion of any Project as contemplated herein shall be in effect.

(xli) Any dispute with the land owners under any of the Development Agreements,

which is not amicably resolved by the Company, the Promoters or the other Security Providers with such land owners or any third party within a period of 30 (thirty) days from the date on which such dispute arises or is notified by the Debenture Holders whichever is earlier.

(xlii) There is a failure on part of the Company to furnish the proof of TDS on interest

and other charges (being the challan number) paid in relation to the NCDs on a monthly basis within a period of 10 (ten) calendar days from the end of each calendar month.

(xliii) There is a failure on part of the Company to furnish the proof of filing of TDS

return (being the acknowledgment number) on a quarterly basis within a period of 21(twenty one) calendar days from the end of each quarter.

(xliv) There is a failure on part of the Company to provide the certificates of TDS

issued in the name of Debenture Holders in respect of all deductions made from payments in the previous financial quarter within a period of 1(one) calendar days from the end of each quarter.

(xlv) Cross default in the manner specified in the Debenture Trust Deed

Provisions related to cross-default (i) Any Financial Indebtedness of the Company and/or the Promoters and/ or any other Security Provider is not paid when due; or

(ii) Any Financial Indebtedness of the Company and/or the Promoters and/or any

other Security Provider is declared or otherwise becomes due and payable before its specified maturity in the reasonable opinion of the Debenture Trustee; or

51

(iii) Any creditor of the Company and/or the Promoters and/or any other Security

Provider becomes entitled to declare any Financial Indebtedness of the Company and/or the Promoters and/or the relevant Security Provider due and payable before its specified maturity as a result of an event of default (however described) in the reasonable opinion of the Debenture Trustee.

(iv) Any cross default on any other group loan;

Consequence of Event of Default

On and at any time upon occurrence of any of the Events of Default determined in the sole discretion of the Majority Debenture Holders, the Debenture Trustee shall if so directed by the Majority Debenture Holders, be entitled to exercise any of the following rights: (i) declare that all or part of the Debenture Outstandings, together with accrued

Coupon, Redemption Premium and all other amounts accrued or outstanding under the Transaction Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(ii) accelerate the redemption of the Debentures; (iii) exercise the power of sale in respect of the Projects and the Units therein at a

price to be determined by the Debenture Holders; (iv) stop the transfer of any amounts from the Escrow Accounts including to the

Promoters; and utilize the same towards accelerated repayment of the Debenture Outstandings;

(v) the Debenture Trustee (acting on the instructions of the Majority Debenture

Holders) shall have the right to appoint marketing & selling agents, at the cost of the Company to sell the Units;

(vi) utilize all the Project Receivables for the repayment of the Debenture

Outstandings; (vii) enforce any or all the Security created under the Transaction Documents; (viii) exercise the Purchase Option as per the terms of the Purchase Option Agreement; (ix) insurance policy procured with respect to the insurance of all the Mortgaged

Properties (if insurable) to be assigned to the Debenture Trustee for benefit of the Debenture Holders;

(x) Upon the Debenture Trustee or Debenture Holders exercising any of the rights

provided to them under the Transaction Documents, the Security Providers shall not withdraw any funds from the Security Providers whether by way of buy-back, payment of dividend, interest, payment under partner�s capital/current account, sharing of profits or otherwise till the Debenture Outstandings are repaid;

(xi) Right to invoke the Demand Promissory Note; (xii) without prejudice to any rights otherwise available to the Debenture Trustee

under the Transaction Documents and/or under applicable Law, (i) the Debenture Trustee, on instructions of the Majority Debenture Holders shall be entitled to undertake the completion of the Projects or any of them at the cost of the Company in the manner the Debenture Trustee deems fit, (ii) all the Security Providers within 7 (seven) days thereof, shall execute all the necessary deeds, documents, writings to effectuate the assignment/transfer of all the right, title and interest of the Security Providers in terms of the Development Documents in favour of the Debenture Trustee (acting on the instructions of the Majority Debenture Holders) to enable the Debenture Trustee to complete the Projects or

52

any of them and (iii) the Debenture Trustee (acting on the instructions of the Majority Debenture Holders) shall be entitled to sell/transfer/assign/ give on lease or leave and license basis the free sale Units constructed/ to be constructed in the Projects at a price to be determined by the Debenture Trustee;

(xiii) exercise any other right that the Debenture Trustee and / or the Debenture

Holders may have under the Transaction Documents or under Indian Law and act upon and enforce the provisions of this Deed or adopt appropriate remedies in that behalf as it deems fit and may in that behalf adopt remedies in relation thereto and shall exercise all powers under the Transaction Documents;

(xiv) appropriations from Escrow Account towards servicing and/or repayment of

Debentures shall be as per mechanism set out in Escrow Agreement and 100% (hundred percent) of the inflows into the Escrow Account shall come to the Debenture Holders;

(xv) Each of the Company, the Promoters and the other Security Providers shall assist

the Debenture Trustee in enforcement of Security and/or transfer or assignment of rights therein and represent the Debenture Trustee, on latter�s request, before any other statutory, governmental or regulatory authority in order to facilitate such enforcement/ transfer/ assignment;

(xvi) Notwithstanding any other remedies available to the Debenture Holders in the

Transaction Documents, upon an Event of Default, the Debenture Holders shall be entitled to disclose the name of the Company and any of its directors and the Promoters to Reserve Bank of India (RBI)/ Credit Information Bureau (India) Limited (CIBIL) / or any other Statutory / Regulatory Authority in this behalf as defaulters and also have the right to publish the name of the Company and any of its directors and the Promoters as defaulters in such manner and through such medium as they in their absolute discretion may think fit;

(xvii) In case of default, appropriations from Escrow Accounts towards servicing

and/or repayment of Debentures shall be as per the Escrow Mechanism; (xviii) right to appoint majority directors on the board of the Company. In such a case,

the Promoters will cease to be in control of the day-to-day affairs of the Company and the Debenture Holders shall be entitled to determine all decisions relating to the operations of the Company; and

(xix) right to replace the statutory or internal auditors of the Company. The above rights are cumulative in nature and are in addition to any other rights and remedies available to the Debenture Holders whether under contract, Law or otherwise

Expenses All costs and expenses arising out of the issuance of the Debentures (including but not limited to any amounts payable under Applicable Law as stamp duty on the issuance of the Debentures) or creation of the Security (including but not limited to any amounts payable under Applicable Law such as stamp duty and registration charges in relation thereto) as well as all costs and expenses arising out of the due-diligence, title verification, documentation, negotiation, preparation and execution of Debenture Trust Deed or any other agreement, document or other writings executed pursuant to the provisions of Debenture Trust Deed or any other cost incurred in relation to the issue of the Debentures shall be solely borne by the Company and the Company shall reimburse to the Debenture Holders or the Debenture Trustee (upon a demand being made in this regard) any amounts expended by the Debenture Trustee/Debenture Holder in this behalf.

Governing law Indian law Jurisdiction Parties agree that the courts of Bangalore and Mumbai alone and no other courts shall

have the jurisdiction to entertain and try any disputes arising from and out of the provisions of the Transaction Documents. The provisions of the Debenture Trust Deed relating to jurisdiction shall apply mutatis mutandis.

53

Transaction Documents 1. This Memorandum; 2. The Debenture Subscription Agreement; 3. The Debenture Trustee Agreement; 4. The Debenture Trust Deed; 5. Promoter Guarantees; 6. Corporate Guarantee; 7. The Demand Promissory Note; 8. Purchase Option Agreement and the power of attorney related thereto; 9. Escrow Agreement; and 10. Such other documents or agreements executed or issued in relation to the

Debentures.

54

ANNEXURE 2

SHAREHOLDING PATTERN OF THE COMPANY AS ON SEPTEMBER 30, 2014

Category

code

Category of Shareholder

Number of Shareholder

s

Total number

of shares

Number of shares held in dematerialize

d form

Total shareholding as a percentage of total number of shares

Shares pledged or

otherwise encumbered

As a percentage of(A+B)1

As a percentag

e of (A+B+C)

Number of

shares

As a % of Total No. of Share

s

(A) Shareholding of Promoter and Promoter Group2

1 Indian a Individual/Hindu undivided

family 7 6955201 6955201 68.902 68.902 0 0.000 b Central/State Governments 0 0 0 0.000 0.000 0 0.000 c Bodies Corporates 0 0 0 0.000 0.000 0 0.000 d Financial institutions / Banks 0 0 0 0.000 0.000 0 0.000 e Any Other specify 0 0 0 0.000 0.000 0 0.000

e-1 0 0 0 0.000 0.000 0 0.000 e-2 0 0 0 0.000 0.000 0 0.000

Sub Total(A)(1) 7 6955201 6955201 68.902 68.902 0 0.000 2 Foreign a Individual NRI/For

Individual 0 0 0 0.000 0.000 0 0.000 b Bodies Corporate 0 0 0 0.000 0.000 0 0.000 c Institutions 0 0 0 0.000 0.000 0 0.000 d Qualified For.Inv. 0 0 0 0.000 0.000 0 0.000 e Any Other Specify 0 0 0 0.000 0.000 0 0.000

e-1 0 0 0 0.000 0.000 0 0.000 e-2 0 0 0 0.000 0.000 0 0.000

Sub Total(A)(2) 0 0 0 0.000 0.000 0 0.000 Total Shareholding of

Promoter and Promoter Group Total (A)= (A)(1)+(A)(2) 7 6955201 6955201 68.902 68.902 0 0.000

(B) Public shareholding 1 Institutions a Mutual Funds 0 0 0 0.000 0.000

55

b Fins / Banks 0 0 0 0.000 0.000 c Central/State Govt 0 0 0 0.000 0.000 d Venture Cap Fund 0 0 0 0.000 0.000 e Insurance Comp(s) 0 0 0 0.000 0.000 f Foreign Ins Invest 0 0 0 0.000 0.000 g Foreign Ven Cap In 0 0 0 0.000 0.000 h Qualified For.Inv. 0 0 0 0.000 0.000 i Any Other -Specify 0 0 0 0.000 0.000

i-1 0 0 0 0.000 0.000 i-2 0 0 0 0.000 0.000 Sub-Total (B)(1) 0 0 0 0.000 0.000

B 2 Non-institutions a Bodies Corporates 8 1112864 1112864 11.025 11.025 b Individuals i) upto Rs 1-Lac 14 100800 100800 0.999 0.999 ii) above Rs1-Lac 70 1867935 1867935 18.505 18.505 c Qualified For.Inv. 0 0 0 0.000 0.000 d Any Other -Clr-Mem 0 0 0 0.000 0.000

d-1 0 0 0 0.000 0.000 d-2 0 0 0 0.000 0.000

-OCB 0 0 0 0.000 0.000 -NRI 1 57600 57600 0.571 0.571 Sub-Total (B)(2) 93 3139199 3139199 31.098 31.098

(B) Total (B)= (B)(1)+(B)(2) 93 3139199 3139199 31.098 31.098 TOTAL (A)+(B)

100 1009440

0 10094400 100.000 0 0.000

(C) Held by Custodians against Depository Receipts

PROMOTER & PRO GRP

0 0 0 0.000 PUBLIC

0 0 0 0.000

GRAND TOTAL (A)+(B)+(C) 100

10094400 10094400 100.000 0 0.000

(I)(c) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category �Public� and holding more than 1% of the total number of shares

Sr. No.

Ref-Num Name of the shareholder Number of shares

Shares as a percentage of total number of shares {i.e., Grand Total

Details of warrant Details of convertible securities

Total shares

(including underlying shares

assuming full

conversio

56

(A)+(B)+(C) indicated in Statement at para (I)(a) above}

Number of

warrants held

As a % of

total No of

warrants of the same class

Number of

convertible

securities held

As a % of total No

of convertibl

e securities

of the same class

n of warrant

and convertibl

e securities) as a % of diluted share

capital

1 AASPR0250M BHARAT MURAJI RAVAT

100800 0.999 0 0.000 0 0.000 0.999

2 AABCH8005N

HEM SECURITIES LIMITED

981600 9.724 0 0.000 0 0.000 9.724

3 ADFPT2012H SUBHASHINI T S 12960

0 1.284 0 0.000 0 0.000 1.284

0.000

Total 12120

00 12.007 0 0.000 0 0.000 12.007

(I)(c) Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category �Public� and holding more than 5% of the total number of shares

Sr. No.

Ref-Num

Name of the shareholder

Number of shares

Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

Details of warrant Details of convertible securities

Total shares (including

underlying

shares assuming full conversion of warrant and conver

tible securities) as a % of dilute

d share

capital

Number of

warrants

held

As a % of

total No of

warrants of the same class

Number of

convertible

securities held

As a % of

total No of

convertible

securities of the same class

1 AABCH8005N

HEM SECURITIES LIMITED 981600 9.724 0 0.000 0 0.000 9.724

0.000

Total -Public [ 5% & above ] 981600 9.724 0 0.000 0 0.000 9.724

57

ANNEXURE 3

AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2014 AND LIMITED REVIEW FINANCIAL STATEMENTS OF THE

COMPANY FOR THE PERIOD FROM MARCH 31, 2014 TILL SEPTEMBER 30, 2014

58

ANNEXURE 4

TRUSTEE CONSENT LETTER

59

ANNEXURE 5

CRISIL RATING LETTER

60

ANNEXURE 6

RELATED PARTY TRANSACTIONS ENTERED INTO BY THE COMPANY IN THE PRECEDING 3 (THREE) FINANCIAL YEARS

61

ANNEXURE 7

DEBENTURE CASH FLOW STATEMENTS

This is the illustrative redemption / repayment schedule as set out in the Transaction Documents. This schedule is indicative and will change based on the actual dates of allotments for each of the tranches in the manner communicated by the Debenture Holders / Debenture Trustee to the Issuer.

Debenture Cash Flows

Company Samruddhi Realty Limited Face Value per security Rs. 100.00 Issue Date/Allotment Date [.]

Redemption As per Redemption/Repayment Schedule (Annexure Series I & Series II )

Coupon Rate 18.75% Frequency of the Interest Payment with Specified Dates First business day of each quarter, in respect of the preceding

quarter commencing from the expiry of 6 (six) months from the First Closing Date, unless otherwise agreed between the Parties to be paid earlier or more frequently i.e. on the first business day of every calendar month

Series I Repayment Schedule

Dates Principal

Repayment Interest

Redemption Premium

Gross Inflow Principal

Outstanding 1 2 3 4 = 1 + 2 + 3 5 20-Nov-14 (40,00,00,000) 40,00,00,000 1 01-Jan-15 - - 40,00,00,000 2 01-Feb-15 - - 40,00,00,000 3 01-Mar-15 - - 40,00,00,000 4 01-Apr-15 - - 40,00,00,000 5 01-May-15 - - 40,00,00,000 6 01-Jun-15 4,24,74,125 - 4,24,74,125 40,00,00,000 7 01-Jul-15 63,28,767 - 63,28,767 40,00,00,000 8 01-Aug-15 - - 40,00,00,000 9 01-Sep-15 - - 40,00,00,000 10 01-Oct-15 1,97,23,773 - 1,97,23,773 40,00,00,000 11 01-Nov-15 - - 40,00,00,000 12 01-Dec-15 - - 40,00,00,000 13 01-Jan-16 1,97,23,773 - 1,97,23,773 40,00,00,000 14 01-Feb-16 - - 40,00,00,000 15 01-Mar-16 - - 40,00,00,000 16 01-Apr-16 1,95,05,860 - 1,95,05,860 40,00,00,000 17 01-May-16 - - 40,00,00,000 18 01-Jun-16 - - 40,00,00,000 19 01-Jul-16 4,00,00,000 1,95,05,973 - 5,95,05,973 36,00,00,000 20 01-Aug-16 - - 36,00,00,000 21 01-Sep-16 - - 36,00,00,000 22 01-Oct-16 4,00,00,000 1,77,51,396 - 5,77,51,396 32,00,00,000 23 01-Nov-16 - - 32,00,00,000

62

24 01-Dec-16 - - 32,00,00,000 25 01-Jan-17 4,00,00,000 1,57,79,018 - 5,57,79,018 28,00,00,000 26 01-Feb-17 - - 28,00,00,000 27 01-Mar-17 - - 28,00,00,000 28 01-Apr-17 4,00,00,000 1,35,01,562 - 5,35,01,562 24,00,00,000 29 01-May-17 - - 24,00,00,000 30 01-Jun-17 - - 24,00,00,000 31 01-Jul-17 4,00,00,000 1,17,03,584 - 5,17,03,584 20,00,00,000 32 01-Aug-17 - - 20,00,00,000 33 01-Sep-17 - - 20,00,00,000 34 01-Oct-17 4,00,00,000 98,61,886 - 4,98,61,886 16,00,00,000 35 01-Nov-17 - - 16,00,00,000 36 01-Dec-17 - - 16,00,00,000 37 01-Jan-18 4,00,00,000 78,89,509 - 4,78,89,509 12,00,00,000 38 01-Feb-18 - - 12,00,00,000 39 01-Mar-18 - - - 12,00,00,000 40 01-Apr-18 4,00,00,000 57,86,384 - 4,57,86,384 8,00,00,000 41 01-May-18 - - 8,00,00,000 42 01-Jun-18 - - - 8,00,00,000 43 01-Jul-18 4,00,00,000 39,01,195 - 4,39,01,195 4,00,00,000 44 01-Aug-18 - - 4,00,00,000 45 19-Aug-18 4,00,00,000 10,39,907 - 4,10,39,907 -

40,00,00,000 21,44,76,711 - 61,44,76,711

Series II Repayment Schedule

Dates Principal

Repayment Interest

Redemption Premium

Gross Inflow Principal

Outstanding 1 2 3 4 = 1 + 2 + 3 5 20-Nov-14 (20,00,00,000) 20,00,00,000 1 01-Jan-15 - - 20,00,00,000 2 01-Feb-15 - - 20,00,00,000 3 01-Mar-15 - - 20,00,00,000 4 01-Apr-15 - - 20,00,00,000 5 01-May-15 - - 20,00,00,000 6 01-Jun-15 2,12,37,063 - 2,12,37,063 20,00,00,000 7 01-Jul-15 31,64,384 - 31,64,384 20,00,00,000 8 01-Aug-15 - - 20,00,00,000 9 01-Sep-15 - - 20,00,00,000 10 01-Oct-15 98,61,886 - 98,61,886 20,00,00,000 11 01-Nov-15 - - 20,00,00,000 12 01-Dec-15 - - 20,00,00,000 13 01-Jan-16 98,61,886 - 98,61,886 20,00,00,000 14 01-Feb-16 - - 20,00,00,000 15 01-Mar-16 - - 20,00,00,000 16 01-Apr-16 97,52,930 - 97,52,930 20,00,00,000 17 01-May-16 - - 20,00,00,000 18 01-Jun-16 - - 20,00,00,000 19 01-Jul-16 2,00,00,000 97,52,986 - 2,97,52,986 18,00,00,000 20 01-Aug-16 - - 18,00,00,000 21 01-Sep-16 - - 18,00,00,000 22 01-Oct-16 2,00,00,000 88,75,698 - 2,88,75,698 16,00,00,000 23 01-Nov-16 - - 16,00,00,000 24 01-Dec-16 - - 16,00,00,000 25 01-Jan-17 2,00,00,000 78,89,509 - 2,78,89,509 14,00,00,000 26 01-Feb-17 - - 14,00,00,000 27 01-Mar-17 - - 14,00,00,000 28 01-Apr-17 2,00,00,000 67,50,781 - 2,67,50,781 12,00,00,000

63

29 01-May-17 - - 12,00,00,000 30 01-Jun-17 - - 12,00,00,000 31 01-Jul-17 2,00,00,000 58,51,792 - 2,58,51,792 10,00,00,000 32 01-Aug-17 - - 10,00,00,000 33 01-Sep-17 - - 10,00,00,000 34 01-Oct-17 2,00,00,000 49,30,943 - 2,49,30,943 8,00,00,000 35 01-Nov-17 - - 8,00,00,000 36 01-Dec-17 - - 8,00,00,000 37 01-Jan-18 2,00,00,000 39,44,755 - 2,39,44,755 6,00,00,000 38 01-Feb-18 - - 6,00,00,000 39 01-Mar-18 - - - 6,00,00,000 40 01-Apr-18 2,00,00,000 28,93,192 - 2,28,93,192 4,00,00,000 41 01-May-18 - - 4,00,00,000 42 01-Jun-18 - - - 4,00,00,000 43 01-Jul-18 2,00,00,000 19,50,597 - 2,19,50,597 2,00,00,000 44 01-Aug-18 - - 2,00,00,000 45 19-Aug-18 2,00,00,000 5,19,953 - 2,05,19,953 -

20,00,00,000 10,72,38,356 - 30,72,38,356

64

ANNEXURE 8

PERSONAL GUARANTEES