Suvilas Realities Private Limited Private & Confidential · 2019. 9. 17. · Suvilas Realities Private Limited Private & Confidential Offer for Private Circulation Only Page 1 of

Suvilas Realities Private Limited Private & Confidential

Offer for Private Circulation Only

Page 1 of 58

Date: 29/08/2019

Serial No.: 1- 2019/20

INFORMATION MEMORANDUM

SUVILAS REALITIES PRIVATE LIMITED

A Private Limited Company Incorporated under Companies Act, 1956

Regd. Office: No.52, Donnabas Towers, I floor, Railway Paralleln Road, Next to Bethesda School,

Kumara Park West, Bengaluru - 560020

Corporate Identification Number: U70100KA2013PTC068447

Date of Incorporation: April 5, 2013 Contact Person: Mr. Sunil Chowdary

Telephone No.: 080-23349444 Email: [email protected]

Website: www.suvilasproperties.com

INFORMATION MEMORANDUM FOR PRIVATE PLACEMENT OF 4,900 (FOUR THOUSAND NINE HUNDRED) RATED, LISTED, SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES HAVING FACE VALUE OF RS. 1,00,000/- (RUPEES ONE LAKH ONLY) EACH, OF THE AGGREGATE NOMINAL VALUE OF RS. 49,00,00,000/- (RUPEES FORTY NINE CRORES ONLY) (“DEBENTURES”) FOR CASH AT PAR ON A PRIVATE PLACEMENT BASIS

Background: This Information Memorandum is related to the NCDs to be issued by Suvilas Realities Private Limited (the "Issuer" or "the Company") on private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the NCDs comprised in the Issue and described under this Information Memorandum is authorized by the Issuer through a resolution passed by the board of directors of the Issuer on June 17, 2019 and in accordance with the provisions of the Companies Act, 2013 and the memorandum and articles of association of the Company. Pursuant to the resolution passed by the Company's shareholders on May 24, 2019 in accordance with the provisions of the Act, the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit for amounts up to INR 500 Crores(Rupees Five Hundred Crores only) over and above the aggregate of the paid-up share capital of the Company and its free reserves. The present issue of NCDs in terms of this Information Memorandum is within the overall powers of the Board. This Information Memorandum is prepared in accordance with the applicable provisions of the Securities Exchange Board of India (Issue and Listing of Debt Securities) Regulation, 2008 as amended from time to time and Section 42 of the Companies Act, 2013 (“the Act”) read with the



Page 2 of 58

Companies (Prospectus and Allotment of Securities) Rules, 2014 and Companies (Share Capital and Debentures) Rules, 2014 respectively as amended from time to time.

ISSUE SCHEDULE FOR DEBENTURES Issue opens on: 29/08/2019 Issue closes on: 30/08/2019

CREDIT RATING The Debentures are provisionally rated as ACUITE BBB Provisional (SO) --- Outlook: Stable by Acuite Ratings & Research Limited vide its letter dated May 21, 2019

LISTING The Debentures are proposed to be listed on the wholesale debt market ("WDM") segment of the BSE Limited. ("BSE").

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

IDBI Trusteeship Services Limited Address: Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001 Tel: 022-4080 7000 Fax : 022-6631 1776 Email: [email protected]

NSDL Database Management Limited Address: 4th Floor, Trade World A Wing, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 Tel: +91 022 4914 2700 Fax: +91 022 49142503 Email: [email protected]

mailto:[email protected]

mailto:[email protected]



Page 3 of 58

TABLE OF CONTENTS

SECTION 1: RISK FACTORS ................................................................................................................................. 4

SECTION 2: NOTICE TO INVESTORS & DISCLAIMERS ................................................................................ 7

SECTION 3: DEFINITIONS AND ABBREVIATIONS ..................................................................................... 11

SECTION 4: REGULATORY DISCLOSURES ................................................................................................... 15

SECTION 5: ISSUE DETAILS .............................................................................................................................. 31

SECTION 6: DISCLOSURES UNDER THE ACT .............................................................................................. 30

SECTION 8: DECLARATION .............................................................................................................................. 43

ANNEXURE 1 : APPLICATION FORM ............................................................................................................ 44

ANNEXURE 2 : ABRIDGED FINANCIAL STATEMENTS ............................................................................. 48

ANNEXURE 3 : STATEMENT ON MATERIAL CONTRACTS ...................................................................... 56

ANNEXURE 4 : DETAILS OF PUT OPTION .................................................................................................... 58

ANNEXURE 5 : DEBENTURE TRUSTEE CONSENT LETTER AND CREDIT RATING ......................... 58



Page 4 of 58

SECTION 1: RISK FACTORS

GENERAL RISK

Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, the Investors must rely on their examination of the Issuer and the Issue including the risk involved. The issue of Debentures has not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Specific attention of the Investors is invited to read the Special Considerations and Risk Factors. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Debentures, but does not represent that the statements below regarding risks of holding the Debentures are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this Information Memorandum and reach their own views prior to making any investment decision.

SPECIAL CONSIDERATIONS AND RISK FACTORS

Credit Risk & Rating Downgrade Risk The Rating Agency has assigned the credit rating to the Debentures. In the event of deterioration in the financial health of the Issuer, there is a possibility that the rating agency may downgrade the rating of the Debentures. In such cases, potential investors may incur losses on revaluation of their investment or make provisions towards sub-standard/ non-performing investment as per their usual norms. Limited Liquidity & Price risk The Company intends to list the Debentures on the WDM segment of BSE Limited. The Company cannot provide any guarantee that the Debentures will be frequently traded on the stock exchange and that there would be any market for the Debentures. This could limit the ability of the Investor to resell them. This leads to liquidity and price risk on the Debentures. Even if a secondary market develops and sales were to take place, these secondary transactions may be at a discount to the price (paid for the Debentures) due to changes that may occur in the interest rate structure. Delay, Delinquency and Credit Risk The Debentures represent an obligation of the Issuer and do not represent any other person associated with the issue. Further, on default by the Issuer to repay the Debenture Payment, the Debenture Trustee may in terms of the Transaction Documents initiate legal proceedings for enforcement of the Security against the Issuer. The Investors can lose their investments in the Debentures on account of default by the Issuer.



Page 5 of 58

Risk in relation to the Security Under the Transaction Documents, the Issuer will provide security in the manner as may be agreed in favor of the Debenture Trustee. However, the value of the Security may decrease from time to time. Bankruptcy of the Issuer If the Issuer becomes bankrupt or proceedings for winding up of the Issuer are initiated, then the Investors may substantially lose their investments. Currency Risks The Debentures are Indian rupee denominated instruments which may be subject to exchange rate fluctuations. The Issuer will make all payments to the Debenture Holders in INR and will not assume any foreign currency exposure. Changes in Interest Rates may affect the price of Debentures. All securities where a fixed rate of interest is offered, such as this Issue, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon rates, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the pricing of the Debentures. Tax Considerations and Legal Considerations Special tax considerations and legal considerations may apply to certain types of investors. Potential investors are urged to consult with their own financial, legal, tax and other advisors to determine any financial, legal, tax and other implications of this investment. 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. Material changes in regulations to which the Issuer is subject could impair the Issuer's ability to meet payment or other obligations. The Issuer is subject generally to changes in applicable 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 Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.



Page 6 of 58

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. Risks related to the Business of the Issuer: The Issuer is dependent on the performance of, and the conditions affecting, the real estate market in general and specifically in South India, where the Company has its significant presence. Any volatility in housing or real estate market prices and real estate financing may have an adverse impact on our business and growth strategies. The success of our business is dependent on our ability to anticipate and respond to customer requirements both in terms of type and location of our properties. If we fail to anticipate and respond to customer requirements, we could lose potential customers to competitors, which in turn could adversely affect the business prospects and results of the Company. There may be delays and cost overruns in relation to our projects. We face intense competition in our business and may not be able to compete effectively. We are dependent on various sub-contractors or specialist agencies to construct and develop our projects. Significant increases in prices or shortages of building materials could harm our results of operations. The enhanced supervisory and compliance environment in the sector may increase the risk of regulatory action. There are compliance risk attached to company's business, any change in legislations affecting real estate or housing may adversely affect the Company's business and operations. Natural Calamities could adversely affect the economy and our business. THE INVESTMENTS SHALL BE SUBJECT TO MARKET RISK, INCLUDING INTEREST RATE RISK, CREDIT RISK, EXCHANGE RISK, POSSIBLE DELAYS IN REPAYMENT AND LOSS OF INCOME AND PRINCIPAL INVESTED.

ISSUER’S RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum as on date and to the best of its knowledge 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 the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed therein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.



Page 7 of 58

SECTION 2: NOTICE TO INVESTORS & DISCLAIMERS

ISSUER'S DISCLAIMER This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Act. The issue of the Debentures to be listed on the WDM segment of the BSE Limited is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general. This Information Memorandum has been prepared solely to give general information regarding the Issuer to selected investors proposing to subscribe to the Debentures and it does not purport to contain all the information that any such party may require. The Issuer does not undertake to update this Information Memorandum to reflect subsequent events and thus it should not be relied upon without first confirming its accuracy with the Issuer. This Information Memorandum is not intended to form the basis of evaluation for potential Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum is not intended for distribution and is for the consideration of the person to whom it is addressed and should not be reproduced by the addressee. It cannot be acted upon by any person other than to whom it has been specifically addressed. This Information Memorandum is not intended to provide any basis for any credit or any other evaluation. Potential investor(s) are required to make (and will be deemed to have made) their own independent evaluation and judgment. It is the responsibility of potential investors to have obtained all consents, approvals or authorizations required by them to participate in the Debentures. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. By subscribing to / purchasing the Debentures, potential investors shall be deemed to have acknowledged that the Issuer does not owe them any duty of care in this respect. Accordingly, the Issuer or any of their respective officers or employees or advisors shall not be held responsible for any direct or consequential loss or damage suffered or incurred by any recipient of this Information Memorandum as a result of or arising from anything expressly or implicitly contained in or referred to in this Information Memorandum or any information received by the recipient in connection with the Debentures. This Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used for only the purposes set forth above. The Issuer does not make any express or implied representation or warranty as to the accuracy or completeness of the information contained herein or made available in connection with any further investigation of the projects undertaken by the Issuer and anyone placing reliance on any source of information would be doing so at their own risk. The Issuer expressly disclaims any and all liability which may be based on such information. The delivery of this Information Memorandum at any time does not imply that the information in it is correct as at any time after the date set out in the cover page hereof, or that there has been no



Page 8 of 58

change in the operation, financial condition, prospects, creditworthiness, status or affairs of the Issuer or its sponsors since that date. All projections and forecast, if any, in this Information Memorandum are based on assumptions considered to be reasonable but the actual outcome may be materially affected by changes in economic and other circumstances, which cannot be foreseen. No representation or warranty (express or implied) is made that any projection, forecast, assumption or estimate contained in this Information Memorandum is accurate or will be achieved, and no representation or warranty is made to the future performance or policy of the Issuer. The reliance that the recipient of this Information Memorandum places upon the projections and forecasts is a matter for its own judgment. No person has been authorized to give any information or make any representation not contained in this Information Memorandum and, if given or made, any such information or representation may not be relied upon as having been authorized by the Issuer. The information contained in this Information Memorandum may include results of analyses from a quantitative model which represent potential future events that may or may not be realized and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. This Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request of the issuer and if any recipient of this Information Memorandum decides not to participate in the Debenture issue,, the recipient will promptly return all material received from the Issuer without retaining any copies thereof and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Debenture issue to the Issuer and abide by the confidentiality provisions hereof. This Information Memorandum is issued by the Issuer and signed by its authorized signatory. DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to Investors as specified under the clause titled "Eligible Investors" of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the non-exclusive jurisdiction of the courts and tribunals at Bengaluru, India. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. DISCLAIMER CLAUSE OF THE STOCK EXCHANGE As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this



Page 9 of 58

Information Memorandum, nor does the BSE warrant that the Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer. DISCLAIMER CLAUSE OF SEBI As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review I approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. DISCLAIMER IN RESPECT OF RATING AGENCY Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments. DISCLAIMER CLAUSE OF THE DEBENTURE TRUSTEE

The Debenture Trustee, by virtue of acting as the debenture trustee to the Issue, does not ipso facto undertake or have the obligations of a borrower or a principal debtor or a guarantor as to the monies paid / invested by an Investor for the Debentures. ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialized form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form. Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the Allotment to Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realization of the application money.



Page 10 of 58

DELAY IN LISTING In case of delay in listing of the Debentures beyond 20 days from the deemed date of allotment, the Company shall pay penal interest of atleast @ 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of the Debentures to the investor in terms of provisions of SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2019. EXECUTION OF DEBENTURE TRUST DEED

If the Company fails to execute the trust deed within the period specified in the sub-regulation (1)of Regulation 15 of SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2019, without prejudice to any liability arising on account of violation of the provisions of the Act and SEBI Regulations, the Company shall pay interest of at least two percent per annum to the debenture holder, over and above the agreed coupon rate, till the execution of the trust deed.



Page 11 of 58

SECTION 3: DEFINITIONS AND ABBREVIATIONS

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

Act means the (Indian) Companies Act, 2013, and the provisions enforced of the (Indian) Companies Act, 1956 and wherever applicable, the rules framed thereunder and any subsequent amendment or re-enactment thereof for the time being in force

Affiliate shall mean (i) in the case of any Person other than a natural person, any other Person, which, directly or indirectly, Controls, is Controlled by, or is under common Control with the first named Person; (ii) in the case of any Person that is a natural person, any other Person who is a Relative of such Person. For the purposes of this definition, "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of any entity, whether by (a) the ownership of voting securities, (b) the right to appoint majority of the directors on the board of such entity, (c) contract, or (d) otherwise and "Relative" of any natural Person shall have the meaning ascribed to it in Section 2(77) of the Act.

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

Applicable Law means all statutes, enactments, acts of legislature or parliament, laws, bye-laws, rules, regulations, regulatory clearances, circulars, orders, ordinances, codes, guidelines, protocols, policies, notices, directions and judgments, decrees or other requirements or official directive of any government authority (including rules and regulations of stock exchanges) in any relevant jurisdiction, as applicable and binding to the Party concerned, whether in effect on the date of the execution of this Deed or thereafter

Application Form means the form used by the recipient of this Information Memorandum, to apply for subscription to the Debentures, which is annexed to this Information Memorandum and marked as Annexure 1

Board means the board of directors of the Issuer. Business Day means any day, not being a Saturday, Sunday or a public holiday within

the meaning of Section 25 of the Negotiable Instruments Act, 1881, on which banks are open for business in Bengaluru(India) and Mumbai (India)

Closing Date means, with respect to any Debenture, the date on which such Debenture is allotted.

DP Depository Participant DP-ID Depository Participant Identification Number Debenture/s means the 4900 listed, rated, secured, redeemable, non-convertible

debentures having face value of INR 100,000 (Rupees One Lakhs only) each, aggregating to INR 49,00,00,000/- (Rupees Forty Nine Crores



Page 12 of 58

only) being issued in multiple tranches on a private placement basis to allottees

Debenture Holder(s) means the persons who are, for the time being and from time to time, the holders of the Debentures and whose names appear in the register and index of beneficial owners maintained by the Depository, and "Debenture Holder" means each such person.

Debenture Repayment means any debt, principal, premium, default interest, expenses, fees and other amounts that are due from the Issuer to the Investors from time to time, on the Debentures.

Debenture Trustee means the Trustee for the Debenture Holder(s), in this case for the time being IDBI Trusteeship Services Limited

Debenture Trustee Agreement

means the agreement entered into by and between the Debenture Trustee and the Issuer in relation to the engagement of the Debenture Trustee to act as the debenture trustee for the benefit of Debenture Holder(s).

Debenture Trust Deed means the agreement entered into by and between the Debenture Trustee and the Issuer in relation to issue of Debentures dated August 29, 2019

Deemed Date of Allotment

means the actual date of allotment of the Debentures.

Default Interest means a default interest @ 18% per annum on the face value of debentures to be redeemed, compounded quarterly for defaulted/delayed period in the following events:

i) In case of any delay or default in making payments in relation to NCDs when put option exercised by the Investor

ii) In case of breach of any terms and conditions of NCDs

Depository means National Securities Depository Limited

Designated Bank Account

means the bank account of the Issuer bearing account no 57500000392216 by name Suvilas Realties Pvt Ltd NCD Escrow Account opened and maintained with HDFC Bank into which the Total Investor Investment Amount shall first be deposited.

Due Date shall mean any date on which any Debenture Payments in relation to the Debentures becomes due and payable to the Debenture Holders under the Debenture Trust Deed

Encumbrance shall mean any lien, equitable interest, mortgage, charge, pledge, assignment by way of security, conditional sales contract, hypothecation, right of other Persons and/or Governmental Authority, claim, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, commitment, restriction or limitation of any nature whatsoever, including restriction on use, voting rights, pre-emptive right, community property interest or restriction of any nature, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset or security, transfer, receipt of income or exercise of any other attribute of ownership, right of set-off, any arrangement (for the



Page 13 of 58

purpose of, or which has the effect of, granting security), or any other security interest of any kind whatsoever, or any agreement or arrangement, whether conditional or otherwise, to create any of the same

Financial Year/ FY shall mean the accounting period commencing from April 1 of each

year until March 31 of the next year; Foreign Portfolio Investor (FPI)

means a foreign portfolio investor as defined in the SEBI (Foreign Portfolio Investors) Regulations, 2014

IT Act means the Income Tax Act, 1961 as amended from time to time. Information Memorandum

means this Information Memorandum.

Investor(s) those persons (who fall within a class listed under the heading 'Eligible Investors') to whom a copy of this offer document may be sent, specifically addressed to such person, with a view to offering the Debentures pursuant to the Issue

Issue means each issue of the Debentures under this Information Memorandum.

Issue Closing Date means the closing date in connection with the terms of each Issue i.e., August 30, 2019

Issue Opening Date means the opening date in connection with the terms of each Issue i.e., August 29, 2019

Issuer means Suvilas Realities Private Limited, a company incorporated under Companies Act, 1956 with CIN: U70100KA2013PTC068447 and having its registered office at No.52, Donnabas Towers, I floor, Railway Paralleln Road, Next to Bethesda School, Kumara Park West, Bengaluru - 560020

Market Lot means 4900 (Four Thousand Nine Hundred) Debentures. NCD Account means the account opened by the Company bearing account no

57500000392216 by name Suvilas Realties Pvt Ltd NCD Escrow Account opened and maintained with HDFC Bank

PAN means Permanent Account Number Person shall mean an individual, natural person, corporation, partnership,

limited liability company, trust, joint venture, incorporated or unincorporated body or association, company, government or subdivision thereof;

Principal Payment means the payment of the outstanding face value of the Debentures to the Debenture Holder on the Redemption Date.

Principal Payment Date means any date/s on which any Principal Payment on the Debentures is due and payable.

RBI means the Reserve Bank of India Rating Agency means the credit rating agency appointed by the Company to

determine the credit rating for the proposed issue of NCDs, in this case, Acuite Ratings & Research Limited

Record Date means in relation to any Due Date, the day falling 7 (Seven) Business Days prior to such date



Page 14 of 58

Redemption Date The NCDs shall be redeemed upon completion of 12 quarters from the Closing Date.

Registrar I R& T Agent means Registrar to the issue, in this case, NSDL Database Management Limited

Rs./ INR means Indian Rupees. SEBI means the Securities and Exchange Board of India SEBI Debt Listing Regulations

means the Securities and Exchange Board of India(Issue and Listing of Debt Securities) Regulation, 2008 issued by SEBI, as amended from time to time

Suvilas Gardenia means the residential project to be developed by affiliate company Suvilas Properties Private Limited on land admeasuring 2 acres situated at Myadarahalli Village, Yeshwanthpura Hobli, Bengaluru

Suvilas Palms means the residential project to be developed by the Company on the land admeasuring 7 acres 6.5 guntas situated at Myadarahalli Village, Yeshwanthpura Hobli, Bengaluru

Tax/Taxation shall include all taxes, levies, duties, cesses, charges and the like, including but not limited to income tax, withholding tax, dividend distribution tax, capital gains tax, fringe benefit tax, sales tax, customs duty, wealth tax, gift tax, property tax, employment related statutory payments, excise duty, service tax, payroll tax, occupation tax, value added or transfer taxes, governmental charges, fees, levies or assessments or other taxes, levies, fees, stamp duties, statutory gratuity and provident fund payments or other employment benefit plan contributions, withholding obligations and similar charges, of any jurisdiction and shall include any interest, fines, and penalties related thereto and, with respect to such taxes, any estimated tax, interest and penalties or additions to tax and interest on such penalties and additions to tax.

Total Investor Investment amount

means an amount of INR 49,00,00,000/- (Rupees Forty Nine Crores only)

Transaction Documents means the documents executed in relation to the issue of the Debentures and the creation of the Security Interest in relation to the Debentures and shall include: (i) Debenture Trust Deed; (ii) the Debenture Trustee Agreement; (iii) the Security Documents; (iv) the Escrow Agreements; (v) the Disclosure Documents, (vi) the Memorandum of Entry (along with the declaration in relation thereto) and (viii) Agreement, and any other documents that may be designated by the Debenture Trustee as a Transaction Document

"We", "Us", "Our" means, unless the context otherwise requires, the Issuer and its group companies, if any



Page 15 of 58

SECTION 4: REGULATORY DISCLOSURES

The Information Memorandum is prepared in accordance with the provisions of SEBI Debt Listing Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI Debt Listing Regulations. 4.1 Documents Submitted to the BSE

The following documents shall be submitted to the BSE:

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

B. Copy of last 3 (three) years audited annual financial statements;

C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements;

D. Copy of the Board resolution authorizing the borrowing;

E. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where applicable, including the Debenture Trust Deed would be executed within the time

frame prescribed in the relevant regulations/act/rules etc. and the same would be uploaded on

the website of the BSE, where the debt securities have been listed, w and none of the directors

and promoters are in violation of Regulation 24 of SEBI (Delisting of Equity Shares) Regulations,

2009.

F. Any other particulars or documents that the recognized stock exchange may call for as it deems

fit.

4.2 Documents submitted to the Debenture Trustee

The following documents shall be submitted to the Debenture Trustee:

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

B. Copy of last 3 (three) years audited annual financial statements; C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements;

D. Latest audited financial information (Profit & Loss statement, Balance Sheet and Cash Flow

statement) and auditors’ report.

E. An undertaking to the effect that the Issuer would, until the redemption of the debt securities,

submit the details mentioned in point (D) above to the Debenture Trustee within the timelines

as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.

SEBl/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for

furnishing / publishing its half yearly/ annual result, Further, the Issuer shall within 180 days

from the end of the financial year, submit a copy of the latest annual report to the Trustee and

the Trustee shall be obliged to share the details submitted under this clause with existing

debenture-holders within two working days of their specific request.



Page 16 of 58

4.3 Issuer Information

Sr. No.

Particulars Details

1. Registered office of the Issuer No.52, Donnabas Towers, I floor, Railway Paralleln Road, Next to Bethesda School, Kumara Park West, Bengaluru - 560020

2. Corporate office of the Issuer No.52, Donnabas Towers, I floor, Railway Paralleln Road, Next to Bethesda School, Kumara Park West, Bengaluru - 560020

3. Compliance officer of the Issuer Mr. G.S.S.N Srinivas 4. Trustee of the issue IDBI Trusteeship Services Limited 5. Registrar of the issue NSDL Database Management Limited 6. Credit Rating Agency(-ies) of the

issue Acuite Ratings & Research

7. Auditors of the Issuer M/s Bhargavi & Associates, Chartered Accountants 4.4 A brief summary of the business/ activities of the Issuer and its line of business containing

at least following information:

4.4.1 Overview

The Issuer is a private limited company, incorporated on April 5, 2013 in accordance with the

provisions of the Companies Act, 1956 having registered office at No.52, Donnabas Towers, I floor,

Railway Paralleln Road, Next to Bethesda School, Kumara Park West, Bengaluru - 560020. The Issuer

is principally engaged in the business of promotion, development and sale of flats, apartments,

residential layouts, commercial properties etc.

4.4.2 Corporate Structure

The Issuer is a private limited company registered under the Companies Act, 1956 with its registered

office at No.52, Donnabas Towers, I floor, Railway Paralleln Road, Next to Bethesda School, Kumara

Park West, Bengaluru - 560020. The Company is management by the promoters and Board of

Directors.

Promoters – 100 %

Suvilas Realities Private Limited



Page 17 of 58

4.4.3 Key Operational and Financial Parameters on standalone basis for the last 3 audited years and latest period ending 31st March 2019

Particulars 2018-19 2017-18 2016-17 Net worth (257,051) (177,968) (154,541) Total Debt

- Non-Current Maturities of Long Term Borrowing

Nil Nil Nil

- Short Term Borrowing 62,89,05,266 Nil Nil - Current Maturities of

Long Term Borrowing Nil Nil Nil

Net Fixed Assets Non-Current Assets 44,68,67,020 - 927 Cash and Cash Equivalents 1,553 21,530 1,16,530 Current Investments - - - Current Assets 20,57,97,089 21,530 1,16,530 Current Liabilities 2,40,03,403 1,07,500 Net sales EBITDA

- - -

EBIT (2,34,53,628) (22,500) (40,170) Interest 2,35,35,896 PAT (82,268) (22,500) (40,170) Dividend amounts - - - Current ratio Nil Nil Nil Interest coverage ratio 0.0034 Nil Nil Gross debt/equity ratio -2539.99 Nil Nil Debt Service Coverage Ratios -0.00013 Nil Nil

4.5 A brief history of the Issuer since its incorporation giving details of its following activities:

4.5.1 Details of Share Capital as on last quarter ended i.e. 31st March 2019 :-

Particulars Amount (INR) Share Capital

Amount

Authorized Share Capital

Rs. 200,000/- (20000 equity shares of Rs. 10 each)

Issued, Subscribed and Paid-up Share Capital

Rs. 100,000/- (10000 equity shares of Rs. 10 each)

4.5.2 Changes in its capital structure as on last quarter end i.e. 31st March 2019, since its

incorporation:

There is no change in capital structure since incorporation.



Page 18 of 58

4.5.3 Equity Share Capital History of the Issuer as on last quarter end i.e. 31st March 2019,

since its incorporation:

Date of Allotment

No. of equity shares

Face Value

Issue Price

Consideration

Nature of allotment

Cumulative Remarks

No. of Equity share

Share capital

Share Premium

05/04/2013 10000 10 10 100000 Initial subscription

10000 100000 0 -

4.5.4 Details of any acquisition or amalgamation in the last 1 year.

There are no such acquisition or amalgamation in the last one year.

4.5.5 Details of any reorganization or reconstruction in the last 1 year:

There are no such reorganization or reconstruction in the last one year.

4.6 Details of the shareholding of the Issuer as on latest quarter ended i.e. June 30, 2019:

4.6.1 Shareholding pattern of the Issuer as on as on latest quarter ended i.e. June 30, 2019

Sl. No Particulars Total No. of equity shares

No. of shares in demat

Total shareholding as % of total equity

1 Promoter 10000 10000 100

Notes:- The Promoters have not pledged / encumbered the Shares held by them as on June

30, 2019, however the shares held by promoters will be pledged against the issue of

Debentures under this Information Memorandum.

4.6.2 List of top 10 holders of equity shares of the Issuer as on as on latest quarter ended i.e.

June 30, 2019:

Sl. No Nam of the shareholder Total No. of equity shares

No. of shares in demat

Total shareholding as % of total equity

1. Mr. Sunil Chowdary 9000 9000 90 % 2. Mr. U N Umesh 1000 1000 10 %



Page 19 of 58

4.6.3 Details regarding the directors of the Issuer:

4.6.3.1 Details of Current Directors of the Company

Name, Designation, DIN

Age Address Beginning date Details of other directorship

Mr. Sunil Chowdary Managing Director DIN: 05126962

47 163B, Sobha Malachite, Jakkur Bangalore North, Yelahanka Bengaluru - 560064

05/04/2013 1. Suvilas Constructions Private Limited

2. Suvilas Properties Private Limited

3. Pannas Makeup Private Limited

Mr. U N Umesh Director DIN: 05297718

50 #103-C, 1st Floor, No. 60 & 83, Debonair Residency Ramarao Layout, Kathriguppe, Banashankari 3rd Stag Bengaluru - 560085

05/04/2013 1. Suvilas Properties Private Limited

Note: The Company does not have any current directors who are appearing in the RBI defaulter list.

4.6.3.2 Details of change in directors since last three years:

There is no change in directors since incorporation

4.7 Following details regarding the auditors of the Issuer:

4.7.1 Details of the auditor of the Issuer:-

Name Address Auditor Since M/s Bharghavi & Associates, Chartered Accountant (Firm Registration No. – 014522S)

No.52, Donnabas Towers, I floor, Railway Paralleln Road, Next to Bethesda School, Kumara Park West, Bengaluru - 560020

2014



Page 20 of 58

4.7.2 Details of change in auditor since last three years:

There is no change in auditors since incorporation.

4.8 Details of borrowings of the Issuer, as on the latest quarter end i.e. June 30, 2019:

4.8.1 Details of Secured Loan Facilities:

Nil

4.8.2 Details of Unsecured Loan Facilities:

Lender’s Name

Type of Facility

Amount Sanctioned (INR)

Amount Outstanding (INR)

Repayment Date / Schedule

Shriram Properties Limited

Inter Corporate Deposit

53,00,00,000/- 57,89,99,078.90/- As mutually agreed between the parties

4.8.3 Details of non-convertible debentures

The Company has not issued any non-convertible debentures since its incorporation.

4.8.4 List of Top 10 Debenture Holders as on latest quarter end i.e. June 30, 2019

The Company has not issued any non-convertible debentures since its incorporation., except

for the current issue

4.8.5 The amount of corporate guarantee issued by the Issuer along with name of the

counter party (like name of the subsidiary, JV entity, Group Company, etc.) on behalf of whom

it has been issued.

Nil 4.8.6 Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding

as on the latest quarter end i.e. June 30, 2019to be provided and its breakup:

Nil



Page 21 of 58

4.8.7 Details of rest of the borrowing (if any including hybrid I debt like FCCB, Optionally

Convertible Debentures I Preference Shares) as on the latest quarter end i.e. June 30, 2019:

Nil 4.8.8 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 Issuer, in the past 5 years.

The Company has not defaulted or delayed any payments of interest or principal of the term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past 5 years. 4.8.9 Details of any outstanding borrowings taken/ debt securities issued where taken I

issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or

discount, or (iii) in pursuance of an option;

Not Applicable 4.9 Details of Promoters of the Issuer:

4.9.1 Details of Promoter Holding in the Issuer as on latest quarter ended i.e. June 30, 2019:

Sl. No

Name No of equity shares

No of shares in demat

Shareholding %

No of shares pledged

% of shares pledged

1. Mr. Sunil Chowdary

9000 9000 90 % - -

2. Mr. U N Umesh 1000 1000 10 % - - 4.10 Abridged version of Audited Consolidated (wherever available) and Standalone Financial

Information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least

last three years and auditor qualifications, if any.

Please refer to Part A of Annexure 2 for abridged version of the audited financial statements of the Company for last three years i.e. FY 2016-17 FY 2017-18 AND FY 2018-19. 4.11 Abridged version of Latest Audited I Limited Review Half Yearly Consolidated (wherever

available) and Standalone Financial Information (like Profit & Loss statement, and Balance

Sheet) and auditors qualifications, if any.

Please refer to Part B of Annexure 2 for abridged version of the audited financial statements as on 31st March 2019.



Page 22 of 58

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

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

resulting in material liabilities, corporate restructuring event etc.) at the time of issue which

may affect the issue or the investor's decision to invest I continue to invest in the debt

securities.

The Issuer hereby declares that there has been no material event, development or change at the time of issue from the position as on the date of the last audited financial statements of the Issuer, which may affect the Issue or the Investor's decision to invest/ continue to invest in the debt securities of the Issuer. 4.13 The names of the debenture trustee(s) shall be mentioned with statement to the effect

that debenture trustee(s) has given his consent to the Issuer for his appointment under

regulation 4 (4) and in all the subsequent periodical communications sent to the holders of

debt securities.

The Issuer has appointed IDBI Trusteeship Services Limited as Debenture Trustee of the Debenture Holders pursuant to the Board Resolution dated May 20, 2019 to protect the rights, interests and benefits of the Debenture Holders. The Debenture Trustee shall act in accordance with the Debenture Trust Deed and any other documents executed/ to be executed for the Debentures. 4.14 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 shall be disclosed.

The Debentures are provided with rating as ACUITE BBB Provisional (SO) --- Outlook: Stable by the Rating Agency. The ratings are opinions on credit quality and are not a recommendation to subscribe to or purchase, hold or sell or redeem the Debentures. There is no assurance either that the rating will remain at the same level for any given period of time or that the credit rating will not be lowered or withdrawn entirely by the Rating Agency. The letter from the credit rating agency dated May 21, 2019 providing the provisional credit rating is attached herewith as Annexure 5. 4.15 If the security is backed by a guarantee or letter of comfort or any other document / letter

with similar intent, a copy of the same shall be disclosed. In case such document does not

contain detailed payment structure (procedure of invocation of guarantee and receipt of

payment by the investor along with timelines), the same shall be disclosed in the offer

document



Page 23 of 58

The details of security provided is mentioned in the Debenture Trust Deed, the details on repayment is provided below:

Payment Dates Principal Repayment Redemption Premium Interest Total Repayment

30-Sep-20 2,00,00,000 39,45,000 0 2,39,45,000

31-Dec-20 2,00,00,000 49,66,000 0 2,49,66,000

31-Mar-21 2,00,00,000 60,05,000 0 2,60,05,000

30-Jun-21 2,00,00,000 71,01,000 0 2,71,01,000

30-Sep-21 10,00,00,000 4,12,85,000 0 14,12,85,000

31-Dec-21 10,00,00,000 4,73,00,000 0 14,73,00,000

31-Mar-22 10,00,00,000 5,34,30,000 0 15,34,30,000

30-Jun-22 11,00,00,000 6,59,00,000 0 17,59,00,000

4.16 Copy of consent letter from the Debenture Trustee shall be disclosed

IDBI Trusteeship Services Limited has by its letter dated May 21, 2019 given its consent for its appointment as a Debenture Trustee to the Issue, and for its name to be included in this Information Memorandum and all its subsequent periodical communications to be sent to the Debentures Holders pursuant to this Issue. The consent letter of the Debenture Trustee dated May 21, 2019 is enclosed as Annexure 5. 4.17 Names of all the recognized stock exchanges where the debt securities are proposed to

be listed clearly indicating the designated stock exchange

The Debentures are proposed to be listed on the Wholesale Debt Market ("WDM") of the BSE Limited, which will be the designated stock exchange. 4.18 Other details

4.18.1 DRR creation - relevant regulations and applicability.

The Issuer shall create/ maintain a DRR as per the provisions of the Act and the rules thereunder.

4.18.2 Gross Debt I Equity Ratio of the Issuer-

Particulars Ratio Before the issue of debt securities 6623.16 After the issue of debt securities 7523.17



Page 24 of 58

4.18.3 Issue/instrument specific regulations - relevant details:

A. Applicable Law

The Issuer shall issue the Debentures in accordance with the provisions of:

i. The Act and the rules framed thereunder; ii. SEBI Debt Listing Regulations,

B. Issue Price

The Debentures have been issued at face value of INR 100,000/- (Rupees One lakh only) per

Debenture.

C. Date of Allotment

The date on which the Debentures are allotted to the investor shall be the Date of Allotment i.e, August 30, 2019. All benefits related to the Debentures will be available to the allottees from the Date of Allotment.

D. Debenture Trustee

The Issuer has appointed IDBI Trusteeship Services Limited as the Debenture Trustee of the Debenture Holders to protect the rights, interests and benefits of the Debenture Holders. The Debenture Trustee shall act in accordance with the Debenture Trust Deed and any other documents executed/ to be executed for the Debentures. IDBI Trusteeship Services Limited has by its letter dated May 21, 2019 given its consent for its appointment as a Debenture Trustee to the issue and for its name to be included in this Information Memorandum and all its subsequent periodical communications to be sent to the Debentures Holders pursuant to this Issue. The Issuer and the Debenture Trustee has entered into the Debenture Trustee Appointment Agreement inter alia, specifying the powers, authorities and obligations of the Debenture Trustee, the Investor and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the obligation towards the Debenture Repayment and they will take necessary action, subject to and in accordance with the Debenture Trust Deed, at the cost of the Issuer. The Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.



Page 25 of 58

E. Sharing of Information

The Issuer may, at its option, but subject to applicable Laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and Affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and Affiliates nor their agents shall be liable for use of the aforesaid information.

F. Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

G. Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest error. For the avoidance of doubt, the following matters require the consent of majority Debenture Holders, either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture Holders:

i. Creating of any additional security; and ii. Amendment to the terms and conditions of the Debentures or the documents in

relation to creation of Security.

H. Record Date

The 'Record Date' for the Debentures shall be the day falling 7 (Seven) business days prior to

due date.

I. Market Lot

The market lot will be 4900 (Four Thousand Nine Hundred) Debentures.

J. Interest on Debentures

The debentures are issued at zero coupon.



Page 26 of 58

K. Tax Implications

Tax implications applicable to the Debenture Holders would depend upon the nature of the Debentures/ status of the Debenture Holders. Debenture Holders/ Investors are advised to consult their own legal and tax advisors on the legal and tax implication of the acquisition, ownership and sale of the Debentures and income arising thereon.

L. Debentures in Dematerialized Form

The Issuer shall finalize depository arrangements with the Depository for dematerialization of the Debentures. The Investor will be issued the Debentures only in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 (as amended from time to time). The normal procedures followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form.

M. Impersonation

Any person who makes in a fictitious name, an application to the Issuer for acquiring, or subscribing to any Debentures, or otherwise induces the Issuer to allot or register any transfer of the Debentures, to him or any other person in a fictitious name, shall be punishable under the extant laws.

N. Transfer of Debentures

Transfer of the Debentures in dematerialized form would be in accordance with the rules / procedures as prescribed by the Depository/ies, DPs of the transferor/ transferee and any other applicable Laws and rules notified in respect thereof. The Debentures shall be freely transferable and transmittable by the Debenture Holders in whole or in part without the prior consent of the Company. The Debenture Holders 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. Notwithstanding anything else that may be contained in this Deed, it is clarified that any Debenture held by any Person forming part of the Company’s group/ Related Party of the Company and/or any Related Party of the Promoters, the Debentures held by such Debenture Holder shall not carry any right to vote and also shall not be, in any manner whatsoever, considered for calculation of any specified percentage of the Debenture Holders as may be required under this Deed or under any other Transaction Documents in relation to any instructions or consent required to be provided by the Debenture Holders or any action required to be taken by the Debenture Holders. The Issuer is issuing the Debentures only in the dematerialized form in terms of this Information Memorandum. The Issuer undertakes that it shall use a common form/procedure for transfer of the Debentures issued under the terms of this Information Memorandum, if at a later stage there is some holding in the physical form due to the Depository giving re-materialisation option to any Debenture Holder.



Page 27 of 58

O. Assignment

The Issuer shall not assign any of his duties or obligations hereunder without the prior written consent of the Debenture Trustee, which the Debenture Trustee shall be entitled to withhold in its absolute discretion without assigning any reason whatsoever.

P. Payment on Redemption

For the purposes of making payment of the Principal Amount, the Redemption Premium and/or any other Debenture Payments due in respect of the Debentures, the Company undertakes and covenants to ensure that at least 1 (One) day prior to the respective Due Date, balance of amounts lying in credit in the NCD Account is sufficient to meet the payments of the Debenture Payments, due on such Due Date From the monies made available in the NCD Account, the Debenture Trustee shall transfer the monies required to meet the Principal Amount, the Redemption Premium and other Debenture Payments due to the Debenture Holders on the respective Due Dates, to the bank accounts of the Debenture Holders, as provided by the Debenture Holders to the Debenture Trustee. In the event of occurrence of an Event of Default, all proceeds realised from the enforcement of any Security Interest, as well as any amount available in the NCD Account, shall be utilized by the Debenture Trustee for making payments towards Debenture Payments to the Debenture Holders. The Debenture Trustee shall transfer proceeds and balances (including all balances available in the NCD Account) required to meet the amounts, which are due to the Debenture Holders pursuant to the occurrence of the Event of Default, to the bank account of each of the Debenture Holders, as provided by the Debenture Holders to the Debenture Trustee.

Q. Eligible Investors

The following categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/ rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form:

i. Mutual Funds ii. Non-banking financial companies

iii. Provident funds and pension funds iv. Corporates v. Banks

vi. Foreign Institutional Investors (FlIs)



Page 28 of 58

vii. Foreign Portfolio Investors (FPls) viii. Qualified Foreign Investors (QFls)

ix. Insurance companies x. Investment holding companies of high net worth individuals

xi. Any other person eligible to invest in the Debentures

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

R. Effect of Holidays I Business Day Convention

Business day means any day, not being a Saturday, Sunday or a public holiday within the meaning of Section 25 of the Negotiable Instruments Act, 1881, on which banks are open for business in Bengaluru (India) and Mumbai (India). If the date for performance of any event or the Due Date for any Debenture Payment or any other Due Date, 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 of such event or the Due Date for payment shall be the immediately preceding Business Day.

S. Notices

All notices or other communications to be given shall be made in writing and such notice, demand, request or other communication shall be deemed to have been duly given or made when it shall be (a) delivered personally or (b) sent by registered mail with acknowledgment due, postage prepaid, or (c) sent by e-mail.

If delivery by way of letter, in the case of personal delivery, when delivered or 3 (Three) Business Days after being deposited in the post (by registered post, with acknowledgment due), postage prepaid, and being addressed to the address of such Party as; or Delivery if by way of e-mail being sent to the email address of such Party, 1 (One) Business Day from the date of sending such e-mail.

T. Applications under power of attorney

Duly authorized agents/persons can apply through power of attorney/ necessary authority, as may be applicable under the relevant laws, for the time being in force.

U. Disclosure Clause

In the event of default in the payment of principal on the due dates, the Debenture Holders and/or the regulatory authorities will have an unqualified right to disclose or publish the name of the Issuer and its directors as defaulter in such manner and through such medium



Page 29 of 58

as the Debenture Holders and/or the regulatory authorities in their absolute discretion may think fit.

V. Undertaking by the Issuer

The Issuer undertakes that: The complaints received in respect of the Issue shall be attended to by the Issuer

expeditiously and satisfactorily; It shall disclose the complete name and address of the Debenture Trustee in its annual

report; It shall mention the name and details of the Debenture Trustee in all the subsequent

periodical communications sent to the Debenture Holders; It shall provide a compliance certificate to the Debenture Trustee on behalf of the

Debenture Holders (on a half yearly basis) in respect of compliance with the terms and conditions of the issue of Debentures as contained in this Information Memorandum;

It shall send a copy of every notice /communication sent by it to any regulatory authority pertaining to this Issue, to the Debenture Trustee; and

It shall comply with the terms and conditions incorporated in the Transaction Documents.

W. Undertaking by the Investor

Each Investor shall confirm that it has not relied on any statement, opinion, forecast or other representation made by the Issuer to induce it to subscribe to the Debentures and has made, without reliance on the Issuer and based on such documents as it considers appropriate, its own appraisal of the creditworthiness of the Issuer and its own independent investigation of the financial condition and affairs of the Issuer in connection with the assumption by each Investor of its obligations arising under or by virtue of the Transaction Documents. Each Investor has consulted its own financial, legal, tax and other professional advisor as to the risk and investment consideration.

X. Conflict

In case of conflict or inconsistency between this Information Memorandum and debenture trust deed in relation to issue of NCD’s and creation of Security, the provisions contained in the latter shall prevail.

Y. Application Process

All applications for the Debenture(s) must be in the prescribed Application Form, annexed hereto as Annexure 1, and be completed in block letters in English. Applicants shall mention their DP's name, DP-ID, PAN and beneficiary account number/ client ID in the appropriate place in the Application Form. It is presumed that the Application Form is signed and made by persons duly empowered and authorized by the entity on whose behalf the application is



Page 30 of 58

made. Subscription amount may be remitted through electronic fund transfer/ wire transfer in the designated bank account of the Issuer. The Issuer will not be responsible or accountable in any manner for any instruments or applications lost in transit or mail. The applicant should mention their PAN at the appropriate place in the application form. Incomplete Application Forms are liable to be rejected. The full amount of the Debenture(s) has to be submitted prior to or along with the Application Form. In the event Application Forms are rejected by the Issuer, the Issuer shall immediately intimate the proposed Investor about the rejection and the reasons thereof. The proposed Investor shall then have the right to re-submit the complete Application Form within 2 (Two) Business Days of receipt of intimation about rejection and the Issuer shall be bound to accept such re-submitted complete Application Form. It is hereby clarified that the Issue Closing Date shall be deemed to be extended by such number of days as may be required to accommodate the resubmission of Application Form in case of a rejection.

Z. Payment Instructions

The Application Form should be submitted directly to the Issuer. The entire amount of INR 100,000/- (Rupees One Lakhs only) per Debenture is payable along with the making of an application. Applicants can remit through electronic fund transfer/ wire transfer the application amount to the designated bank account, the details of bank account will be provided to the investor.

AA. Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity.



Page 31 of 58

SECTION 5: ISSUE DETAILS

Terms for the issue of up to 4900 listed, rated, secured redeemable non-convertible debentures of the face value of INR 100,000/- (Rupees One Lakh only) each, aggregating up to INR 490,00,00,000/- (Rupees Forty Nine Thousand Crores only).

Issuer Suvilas Realities Private Limited Type of Instrument Secured Non-convertible Debentures Nature of Instrument Listed, Secured, Rated, Redeemable Non-

Convertible Debentures Mode of Issue Private placement Eligible Investors Please refer to Section 4.18.2 P. "Eligible Investors"

of the Information Memorandum Listing (including the name of stock exchange where it will be listed and timeline for listing

The Issuer shall list the Debentures on the WDM segment of the BSE Limited simultaneously with the issue of the Debentures or within 15 days from the date of allotment of Debentures.

Rating Acuite Provisonal BBB(SO)---Outlook - Stable Issue Size INR 49,00,00,000/- (Rupees Forty Nine Crores

only) Option to retain oversubscription (Amount)

No

Objects of the Issue/ Details of the utilization of the Proceeds

The Company shall use the proceed for the initial development and working capital requirement of the project Suvilas Palms and for other corporate purposes

Coupon Rate Zero Coupon Day Count Basis Actual Default Interest Rate Interest of 18% per annum on face value of

debentures to be redeemed, compounded quarterly for the default/ delayed period

Tenor 12 Quarters Redemption Premium/ Discount The Debentures shall be redeemed such that the

Eligible Investor achieves an IRR of 18 % on the Principal Amount of the Debentures being redeemed

Issue Price INR 100,000/- (Rupees One Lakh only) per Debenture

Put option Date I Put option Price I Put Notification Time

At any time after the expiry of 1 (One) year from the Allotment Date of the Series A Debentures the Debenture Holders shall have a but not an obligation to sell the Debentures, in the manner set out in Annexure 4

Call Option Date I Call Option Price I Call Notification Time

Not Applicable



Page 32 of 58

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

NIL

Face Value INR 100,000/- (Rupees One Lakh Only) per Debenture

Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Date of Allotment

1. Issue Opening Date: 29/08/2019 2. Issue Closing Date: 30/08/2019 3. Date of Allotment: 30/08/2019

Issuance mode of the Instrument Demat Trading mode of the Instrument Demat Settlement mode of the Instrument

By electronic fund transfer/ wire transfer or any other mode which is permissible

Depository National Securities Depository Limited Transaction Documents executed

The Debenture Trust Deed; Debenture Trustee Agreement The Security Documents The Escrow Agreements The Memorandum of Entry Any other Agreement, and any other

documents that may be designated by the Debenture Trustee as a Transaction Document

Conditions Precedent to Disbursement

As specified in Part A of Schedule 4 of Debenture Trust Deed

Conditions Subsequent to Disbursement

As specified in Part C of Schedule 4 of Debenture Trust Deed

Rectification Event/ Events of Default (Enforcement Event)

As specified in Clause 9.1 of Debenture Trust Deed

Consequences of Rectification Event/Event of Default (Enforcement Event)

As specified in Clause 9.2 of Debenture Trust Deed

Provisions related to cross default clause

As specified in Clause 9.1 (xv) of Debenture Trust Deed

Restriction on transfer of Debentures

The Debentures shall be freely transferable and transmittable by the Debenture Holders in whole or in part without the prior consent of the Company. The Debenture Holders 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.

Voting Rights The Debentures shall not carry any voting rights save and except to the extent of any matters affecting the rights of any holders of the Debentures.

Marketability The Debentures shall be marketable Debenture Trustee IDBI Trusteeship Services Limited



Page 33 of 58

Role and Responsibilities of Debenture Trustee

As specified in the Debenture Trust Deed

Governing Law and Jurisdiction Indian Law



Page 34 of 58

SECTION 6: DISCLOSURES UNDER THE ACT

6.1 General Information:

a) Name, address, website and other contact details of the Issuer, Indicating both registered office and the Corporate office:

b) Date of Incorporation of the Issuer:

April 5, 2013

c) Business carried on by the Issuer and Its subsidiaries with the details of branches or units, If any: The Issuer is principally engaged in the business of promotion, development and sale of flats, apartments, residential layouts, commercial properties etc.

d) Brief particulars of the management of the company The company is managed by the Board and the brief particulars of the directors of the company are disclosed in Section 4.6.3 of this information memorandum.

e) Names, addresses, Director Identification Number (DIN) of the directors

Name, Designation, DIN

Age Address Beginning date Details of other directorship

Mr. Sunil Chowdary Managing Director DIN: 05126962

47 163B, Sobha Malachite, Jakkur Bangalore North, Yelahanka Bengaluru - 560064

05/04/2013 Suvilas Constructions Private Limited Suvilas Properties Private Limited Pannas Makeup Private Limited

Mr. U N Umesh Director DIN: 05297718

50 #103-C, 1st Floor, No. 60 & 83, Debonair Residency Ramarao Layout, Kathriguppe, Banashankari 3rd Stag Bengaluru - 560085

05/04/2013 Suvilas Properties Private Limited

Issuer: Suvilas Realities Private Limited

Registered Office & Corporate Office:

No.52, Donnabas Towers, I floor, Railway Paralleln Road, Next to Bethesda School, Kumara Park West, Bengaluru - 560020

Telephone No: 080-23349444

Contact Person: G.S.S.N Srinivas Email: [email protected]



Page 35 of 58

f) Management’s perception of risk factors:

Please refer to Section 1 of this information memorandum.

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

present status, in repayment of (a) statutory dues; (b) Debentures and interest thereon; (c) deposits and interest thereon; (d) loan from any bank or financial institution and interest thereon Nil

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

Name: Mr. G.S.S.N Srinivas

Designation: VP - Finance

Address: No.52, Donnabas Towers, I floor, Railway Paralleln Road, Next to Bethesda School, Kumara Park West, Bengaluru - 560020

Tel No: 080-23349444

Email: [email protected]

i) Any Default in Annual filing of the company under the Companies Act, 2013 or the rules

made thereunder. The Company has not defaulted in filing of any of the annual filings

6.2 Particulars of the offer

a. Financial position of the Company

for the Iast 3 financial years

Please refer Annexure 2 for the details

b. Date of passing of board resolution June 17, 2019

c. Date of passing of resolution in the

general meeting, authorizing the

offer of securities

June 18, 2019

d. Kinds of securities offered (i.e.

whether share or debenture) and

class of security

1. Total issue size:

10,000 (Ten Thousand) Rated, Listed, Secured,

Redeemable, Non-Convertible debentures of a face value

of Rs. 1,00,000/- (Rupees One Lakh only) each,

aggregating upto Rs. 100,00,00,000/- (Rupees One

Hundred Crores only) being issued in following series:

4900 Series A Debentures;

3700 Series B Debentures and

1400 Series C Debentures



Page 36 of 58

2. Current Issue:

49,000 (Four Thousand Nine Hundred Thousand) Rated,

Listed, Secured, Redeemable, Non-Convertible

Debentures of a face value of Rs. 1,00,000/- (Rupees One

Lakh Only) each, of the aggregate nominal value of Rs.

49,00,00,000/- (Rupees Forty Nine Crores Only) in the

following manner:

4900 (Four Thousand Nine Hundred) Series A

Debentures;

e. Price at which the security is being

offered including the premium, if

any, along with justification of the

price

The Debentures are offered at their Face Value of INR

100,000 /- (Rupees One Lakh) each. Debentures are

being issued at par

f. Name and address of the valuer who

performed valuation of the security

offered and basis on which the price

has been arrived at along with

report of the registered valuer

Not Applicable

g. Relevant date with reference to

which the price has been arrived at

(Relevant Date means a date at least

30 days prior to the date on which

the general meeting of the company

is scheduled to be held)

Not Applicable

h. The class or classes of persons to

whom the allotment is proposed to

be made

India Housing Fund

(Fund managed by IIFL Asset Management Limited)

IIFL Center, 6th Floor, Kamala City, Senapati Bapat Marg,

Lower Parel, Mumbai- 400013

i. The proposed time within which the

allotment shall be completed

12 months from the date of passing the special resolution

j. The change in control, if any, in the

company that would occur

consequent to the private placement

Not Applicable

k. the number of persons to whom

allotment on preferential

basis/private placement/ rights

issue has already been made during

the year, in terms of number of

securities as well as price

Not Applicable

l. the justification for the allotment Not Applicable



Page 37 of 58

proposed to be made for

consideration other than cash

together with valuation report of the

registered valuer

m. Amount which the company intends

to raise by way of proposed offer of

securities

The Company intends to raise total of Rs.

100,00,00,000/- (Rupees One Hundred Crores only) by

way of issue of Debentures. However, through this

Information Memorandum the Company intends to

raise Rs. 49,00,00,000/- (Rupees Forty Nine Crores

Only)

n. Terms of raising of securities:

Duration, if applicable, Rate of

interest, mode of payment and

repayment

Please refer to Section 5 for the details

o. Proposed time schedule for which the

offer letter is valid

For Series A:

Issue Opening Date: 29/08/2019

Issue Closing Date: 30/08/2019

Pay-in date: 30/08/2019

p. Purposes and objects of the offer The Company shall use the proceeds for the initial

development and working capital requirement of the

project Suvilas Palms and for other corporate purposes

q. Contribution being made by the

promoters or directors either as part

of the offer or separately in

furtherance of such objects

Not Applicable

r. Principle terms of assets charged as

security, if applicable

Mortgage on land area admeasuring 7 acres 6.5 Guntas

related to Project Suvilas Palms

-Charge on movable and current asset of the project

- Project escrow account

-Personal guarantee by promoters

-Corporate Guarantee by Shriram Properties Limited

and Suvilas Properties Private Limited

Additional Security

– Mortgage of land area admeasuring 2 acres 5 Guntas

of land related to Project Suvilas Gardenia

– Mortgage of land area admeasuring 10 acres situated

in Mouza Khordabahera, J.L. No. 6, Police Station –

Uttarpara, Kolkatta belonging to Bengal Shriram Hitech



Page 38 of 58

City Private Limited

s. The details of significant and

material orders passed by the

Regulators, Courts and Tribunals

impacting the going concern status

of the company and its future

operations

Not Applicable

The pre-issue and post-issue shareholding pattern of the company

There will not be any changes to the shareholding pattern of the Company.

Sl. No

Category Pre-issue Post-issue

No. of Shares

held

% of shareholding

No. of Shares held

% of shareholding

A. Promoter’s Holding 1 Indian Individual 10000 100% 10000 100% Bodies corporate Sub-total 2 Foreign promoters Sub-total (A) 10000 100% 10000 100% B. Non-promoter’s holding - - - - 1 Institutional Investors 2 Non-institutional Investors Private corporate bodies Directors and relatives Indian public Others [including Non-

resident Indians (NRI)]

Sub-total (B) - - - -

GRAND TOTAL 10000 100% 10000 100% 6.3 MODE OF PAYMENT OF SUBSCRIPTION-

Cheque, Demand Draft and Other Banking Channels



Page 39 of 58

6.4 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC

i. 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

ii. 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 three years

immediately preceding the year of the issue of the private

placement offer cum application letter and any direction

issued by such Ministry or Department or statutory

authority upon conclusion of such litigation or legal action

shall be disclosed

Nil

iii. Remuneration of directors (during the current year and last

3 financial years)

Nil

iv. Related party transactions entered during the last 3

financial years immediately preceding the year of the

issue of the private placement offer cum application letter

including with regard to loans made or, guarantees given

or securities provided

Please refer Annexure 2 for the

details

v. Summary of reservations or qualifications or adverse

remarks of auditors in the last five financial years

immediately preceding the year of the issue of the private

placement offer cum application 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

There are no reservations or

qualifications or adverse marks

by the auditors since

incorporation

vi. 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 the issue of the private placement

offer cum application letter in the case of 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 three years

immediately preceding the year of the private placement

offer cum application letter and if so, section-wise details

thereof for the company and all of its subsidiaries

Not Applicable



Page 40 of 58

vii. Details of acts of material frauds committed against the

company in the last three years, if any, and if so, the action

taken by the company

Not Applicable

6.5 FINANCIAL POSITION OF THE COMPANY

The capital structure of the Company: (i) (a) the authorized, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value)

(b) Size of the present offer- INR 4,900 (Four Thousand Nine Hundred) Rated, Listed, Secured,

Redeemable, Non-Convertible Debentures of a face value of Rs. 1,00,000/- (Rupees One Lakh Only)

each, of the aggregate nominal value of Rs. 49,00,00,000/- (Rupees Forty Nine Crores Only) being

issued in the following manner:

4900 (Four Thousand Nine Hundred) Series A Debentures;

(c) Paid up capital

- Equity shares of INR 10 each INR 100,000

After the conversion of convertible instruments NA

(d) Share Premium Account

Before the offer Nil

After the offer Nil

(ii) (a) Details of the existing share capital of the Issuer 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

No. of

Shares

Face Value

( INR ) Total Nominal Value (INR)

i. Authorised Capital

- Equity 20,000 INR 10 INR 2000,000

ii. Issued, Subscribed and

Paid up capital

- Equity 10,000 INR 10 INR 100,000



Page 41 of 58

Date of

allotment

Number of shares

allotted

Face value of shares

allotted

Total

Consideration

05/04/2013 10000 10 100000

(b) Profits of the company, before and after making provision for tax, for the three financial

years immediately preceding the date of issue of the private placement offer cum application

letter

Particulars FY 2018-19 FY 2017-18 FY 2016-17

Net Profit Before Tax (82,268) (22,500) (40,170)

Net Profit After Tax (79,083) (23,427) (41,097)

(c) Dividends declared by the company in respect of the said three financial years; interest

coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)

The Company has not declared any dividends in the last 3 financial years.

(d) A summary of the financial position of the company as in the three audited balance sheets

immediately preceding the date of issue of the private placement offer cum application letter


(e) Audited Cash Flow Statement for the three years immediately preceding the date of issue

of the private placement offer cum application letter


(f) Any change in the accounting policies during the last three years and their effect on the

profits and reserves of the company

There are no changes in the accounting policies of the company during the last three years.



Page 42 of 58

SECTION 7: DISCLOSURES PERTAINING TO WILFULL DEFAULT

In case of listing of debt securities made on private placement, the following disclosures are required to be made: A. Name of the bank declaring the entity as a wilful defaulter - Not Applicable

B. The year in which the entity is declared as a wilful defaulter - Not Applicable

C. Outstanding amount when the entity is declared as a wilful defaulter - Not Applicable

D. Name of the entity declared as a wilful defaulter - Not Applicable

E. Steps taken, if any, for the removal from the list of wilful defaulters - Not Applicable

F. Other disclosures, as deemed fit by the Issuer in order to enable investors to take

informed decisions - Not Applicable

G. Any other disclosure as specified by the Board - Not Applicable



Page 43 of 58

SECTION 8: DECLARATION

The Issuer confirms that this Information Memorandum does not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading. This Information Memorandum also does not contain any false or misleading statement.

The Issuer accepts no responsibility for the statement made otherwise than in this Information Memorandum or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.

Signed by Mr. Sunil Chowdary, authorised signatory of the Issuer, pursuant to the authority granted by the Board of the Issuer in their meeting held on June 17, 2019.

For Suvilas Realities Private Limited

Sunil Chowdary Managing Director DIN: 05126962 Date: 11/09/2019



Page 44 of 58

ANNEXURE 1: APPLICATION FORM

Suvilas Realities Private Limited

A private Limited Company Incorporated under Companies Act, 1956

Regd. Office: No.52, Donnabas Towers, I floor, Railway Paralleln Road, Next to Bethesda School,

Kumara Park West, Bengaluru - 560020

Corporate Identification Number: U70100KA2013PTC068447

Date of Incorporation: April 5, 2013 Contact Person: Sunil Chowdary Telephone No.: 080-23349444

Email:[email protected] Website:www.suvilasproperties.com

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

ISSUE OF UPTO 4900 LISTED RATED SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES OF INR 100,000/- (RUPEES ONE LAKH ONLY) EACH AGGREGATING UP TO INR 49,00,00,000/-(RUPEES FORTY NINE CRORES ONLY), FULLY PAID UP FOR CASH

DETAILS OF PAYMENT: RTGS No. _____ Drawn on _________________ _ Funds transferred to Suvilas Realities Private Limited Dated ____ _ Total Amount Enclosed (In Figures) (In Words)

APPLICANT'S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE



Page 45 of 58

APPLICANT'S ADDRESS

ADDRESS STREET CITY PIN 400013 PHONE Fax

APPLICANT'S PAN/GIR NO. [•]IT CIRCLE/WARD/DISTRICT WE ARE () COMPANY () OTHERS () SPECIFY ___ _ We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in the Information Memorandum and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Holders.

Name of the Authorised Signatory(ies)

Designation Signature We

Applicant's Signature We the undersigned, are agreeable to holding the Debentures of the Company in dematerialized form. Details of my/our demat account are given below:

DEPOSITORY DEPOSITORY PARTICIPANT NAME DP-ID BENEFICIARY ACCOUNT NUMBER NAME OF THE APPLICANT

Applicant Bank Account : (Settlement by way of Cheque I Demand Draft I Pay Order I Direct Credit I ECS I NEFT/RTGS/other permitted mechanisms)



Page 46 of 58

FOR OFFICE USE ONLY DATE OF RECEIPT………………… DATE OF CLEARANCE…………………..

(Note: Cheque and Drafts are subject to realisation) (Note: Cheque and Drafts are subject to realisation) We understand and confirm that the information provided in the Information Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer, the arranger and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any. We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Issuer shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form. We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures and shall not look directly or indirectly to the arranger (or to any person acting on its or their behalf) to indemnify or otherwise hold us harmless in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent investor or transferee ("Transferee"}, we shall convey all the terms and conditions contained herein and in this Information Memorandum to such Transferee. In the event of any Transferee (including any intermediate or final holder of the Debentures) suing the Issuer (or any person) acting on its or their behalf) we shall indemnify the Issuer and the arranger (and all such persons acting on its or their behalf) and also hold the Issuer and arranger and each of such person harmless in respect of any claim by any Transferee. Applicant's Signature

FOR OFFICE USE ONLY DATE OF RECEIPT……………………….. DATE OF CLEARANCE……………………….

(Note: Cheque and Drafts are subject to realization)



Page 47 of 58

INSTRUCTIONS

1. Application forms must be completed in full in BLOCK LETTERS IN ENGLISH. A blank space must be left between two or more parts of the name.

2. Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an authorised official of a Bank or by a Magistrate/Notary Public under his/her official seal.

3. Application forms duly completed in all respects must be lodged at the Collection Centres mentioned below, before the closing of the subscription.

4. Cheque(s)/Demand Draft(s) should be made in favour of “Suvilas Realties Pvt Ltd NCD Escrow Account” payable at Mumbai and crossed “Account Payee Only”. The account number to 57500000392216 be deposited in: with HDFC Bank Limited.

5. For RTGS transactions Details are:

Account Name : Suvilas Realties Pvt Ltd NCD Escrow Account

Account No. : 57500000392216

Bank : HDFC Bank

IFSC Code : HDFC0001079

Branch : Sadashiv Nagar, Bangalore

Type : Escrow Account

6. Outstation cheque, cash, money order, postal orders and stock invest will NOT be accepted.

As a matter of precaution against possible fraudulent encashment of coupon payment

instruments due to loss/misplacement, applicants are requested to mention the full

particulars of their bank account, as specified in the Application Form. Coupon payment

instruments will then be made out in favour of the bank for credit to the Sole/first

applicant’s account. Cheque will be issued as per the details in the register of Security

Holders at the risk of the sole/first applicant.

7. Receipt of applications will be acknowledged in the “Acknowledgement Slip”, appearing below the Application Form. No separate receipt will be issued.

8. All applicants should mention their Permanent Account Number or the GIR number allotted under Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided. Income Tax as applicable will be deducted at source at the time of payment of interest.

9. Applicants desirous of receiving interest on application money, without TDS, are required to submit the relevant tax exemption certificate from the Income Tax Officer, or in Form 15H along with the application form (in duplicate).

Address for submission of Application Forms along with the relevant Documents: Suvilas Realties Private Limited,

Address: No.52, Donnabas Towers, I floor, Railway Paralleln Road, Next to Bethesda School, Kumara Park West, Bengaluru – 560020; Tel: 080-23349444



Page 48 of 58

ANNEXURE 2: ABRIDGED FINANCIAL STATEMENTS

PART A ABRIDGED VERSION OF THE BALANCE SHEET AND THE STATEMENT OF PROFIT AND LOSS OF THE COMPANY SINCE INCORPORATION i.e. FY 2016-17 FY 2017-18 AND FY 2018-19,

Particulars FY 2018-19 FY 2017-18 FY 2016-17 Assets Non-current assets - - - Net Fixed Assets 12,491 - Other Non-Current Assets 44,68,42,037 - 927 Total Non-Current Assets 44,68,54,529 - 927 Current Assets Inventories 20,57,95,537 Cash and cash equivalents 1,553 21,530 1,16,530 Other current assets - - - Total assets 65,26,51,618 21,530 1,17,457 Equity and liabilities Equity share capital 1,00,000 1,00,000 1,00,000 Other equity- Reserve and Surplus (3,57,051) (2,77,968) (2,54,541) Total equity (2,57,051) (1,77,968) (1,54,541) Liabilities Current liabilities Long Term borrowings - 91,998 - Short term borrowings / provisions 62,89,17,782 - - Trade payables 1,58,76,834 1,07,500 - Other current liabilities 81,14,053 - 2,71,998 Total equity and liabilities 65,26,51,618 21,530 1,17,457



Page 49 of 58

PROFIT AND LOSS ACCOUNT

Particulars FY 2018-19 FY 2017-18 FY 2016-17

Revenue Revenue from operations - - - Total Revenue - - - Expenses Land cost - - - Material and construction cost 3,19,76,890 - - Change in inventories (5,55,30,537) - - Finance expense 2,35,35,896 - - Depreciation and amortization 724 - - Other expenses(Corporate & Admin Exp) 99,295 22,500 40,170 Total expenses 82,268 22,500 40,170 Profit before tax (82,268) (22,500) (40,170) Tax expense Current tax - - - Deferred tax (3,185) 927 927 Profit after tax (79,083) (23,427) (41,097)



Page 50 of 58

ABRIDGED CASH FLOW STATEMENT OF THE COMPANY SINCE INCORPORATION i.e. FY 2016-17 FY 2017-18 AND FY 2018-19

Parameters FY 2018-19 FY 2017-18 FY 2016-17

A. Cash flow from operating activities: Loss before taxation (82,268) (22,500) (40,170) Adjustment to reconcile loss after tax to net cash flows:

Finance expenses (net) 2,35,36,620 - -

Interest expense - - - Operating profit/ (loss) before working capital adjustments

2,34,54,352 (22,500) (40,170)

Working capital adjustments: Increase in inventories (20,57,95,537) - - Increase in other assets - - - Increase in trade payables 1,57,69,334 1,07,500 - Increase in other current liabilities 81,14,053 (2,71,998) - Cash (used in)/ received from operating activities

- - -

Income tax paid - - - Net cash used in / generated from operating activities

- - -

B. Cash flow from investing activities: Net cash from/ used in investing activities

(44,68,52,068) - -

C. Cash flow from financing activities: Proceed from issuance of equity shares - - - Proceeds from borrowings, net - - - Net cash generated from/ (used in) financing activities

60,52,77,373 91,998 -

Net increase / (decrease) in cash and cash equivalents

(19,977) (95,000) (11,208)



Page 51 of 58

RELATED PARTY TRANSACTIONS OF THE COMPANY i.e. 2016-17 FY 2017-18 AND FY 2018-19

Particulars of transaction Nature of relationship

FY 2018-19 FY 2017-18 FY 2016-17

Purchase of Land : Located at Sy 60/3 Shettihalli, yeshwanthpura Hobli, Bangalore extent of 10.5 guntas from Suvilas Properties Private limited

Promoter is same in both the

companies

51,31,000 - -

Purchase of Land : Sy 20,21,22,29 located at Mydarahalli, yeshwanthpura Hobli, Bangalore extent of 6 acres , purchased from Mr.Sunil Chowdary and Mr.C.R.Suresh

Promoter and Director

13,48,69,000 - -

Interest corporate deposit given to M/s Suvilas Properties Private Limited


companies

44,62,01,814 - -

Sunil Chowdary - Advance Managing Director

6,37,037 - -

Intercorporate deposit taken from Suvilas Properties Private limited Outstanding as on 31 mar 2018


companies

- 90,420 -

Inter corporate deposit taken from Suvilas properties Private limited Outstanding as on 31 Mar 2017


companies

- - 90,420



Page 52 of 58

PART B ABRIDGED VERSION OF THE BALANCE SHEET AND THE STATEMENT OF PROFIT AND LOSS OF THE COMPANY FOR THE YEAR ENDED 31ST MARCH 2019 BALANCE SHEET

Particulars Amount Assets Non-current assets Net Fixed Assets 12,491 Other Non-Current Assets 44,68,42,037 Total Non-Current Assets 44,68,54,528 Current Assets Inventories 20,57,95,537 Investments - Cash and cash equivalents 1,553 Other bank balances - Other current assets - Total assets 65,26,51,618 Equity and liabilities Equity share capital 1,00,000 Other equity (3,57,051) Total equity (2,57,051) Liabilities Non-current liabilities Long term Borrowings - Current liabilities Short term borrowings & provisions 62,89,17,782 Trade payables 1,58,76,834 Other financial liabilities - Other current liabilities 81,14,053 Total equity and liabilities 65,26,51,618



Page 53 of 58

PROFIT AND LOSS ACCOUNT

Particulars Amount

Revenue Revenue from operations - Other income - Total Revenue Expenses Land cost - Material and construction cost 3,19,76,890 Change in inventories (5,55,30,537) Finance expense 2,35,35,896 Depreciation and amortization 724 Other expenses 99,295 Total expenses 82,268 Profit before tax (82,268) Tax expense Current tax - Deferred tax (3,185) Profit after tax (79,083)



Page 54 of 58

ABRIDGED CASH FLOW STATEMENT OF THE COMPANY OF THE COMPANY FOR THE YEAR ENDING 31ST MARCH 2019

Particulars (Amount in Rupees)

Cash Flow From Operating Activities

Net Profit/(Loss) before Taxation and Extra Ordinary Activities -

(82,268)

Adjustments For - -

Depreciation 724 -

Finance costs

2,35,35,896

2,35,36,620

Operating Profit Before Working Capital Change -

2,34,54,352

Adjustments For - -

Trade payables

1,57,69,334 -

Other current liabilities 81,14,053 -

Short term provisions 12,516 -

Long Term provisions - -

Inventories and WIP

(20,57,95,537)

Short term loans and advances - -

Other Current Assets -

(18,18,99,634)

Cash Generated From Operations -

(15,84,45,282)

Direct Taxes Provision - -

Net Cash Flow From Operating Activities -

(15,84,45,282)

Cash Flow From Investing Activities

Purchase Of Fixed Assets (Tangible, Intangible and Capital WIP) (13,216) -

Long Term Loans and Advances

(44,68,38,852) -

Net Cash Flow From Investing Activities

(44,68,52,068)



Page 55 of 58

Cash Flow From Financing Activities

Issue of Share Capital - -

Increase/(Decrease) in Long Term Borrowings - -

Increase/(Decrease) in Short Term Borrowings 62,88,13,269 -

Interest Paid

(2,35,35,896) -

Net Cash Flow From Financing Activities -

60,52,77,373

Net Increase/(Decrease) in Cash And Cash Equivalents -

(19,977)

Cash And Cash Equivalents (Op Bl) - 21,530

Cash And Cash Equivalents (Cl Bl) - 1,553

RELATED PARTY TRANSACTIONS OF THE COMPANY FOR THE YEAR ENDING 31st MARCH

2019

Particulars of transaction Nature of

relationship Amount

Purchase of Land : Located at Sy 60/3 Shettihalli, yeshwanthpura Hobli, Bangalore extent of 10.5 guntas from Suvilas Properties Private limited

Promoter is same in both the companies

51,31,000

Purchase of Land : Sy 20,21,22,29 located at Mydarahalli, yeshwanthpura Hobli,Bangalore extent of 6 acres, purchased from Mr.Sunil Chowdary and Mr.C.R.Suresh

Promoter and Director 13,48,69,000

Interest corporate deposit given to M/s Suvilas Properties Private Limited

Promoter is same in both the companies

44,62,01,814

Sunil Chowdary Advance Managing Director 6,37,037



Page 56 of 58

ANNEXURE 3:

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

agreements

The Company has entered into the following material agreements:

Agreement Date Parties Brief Description

Development Manager Agreement

30/05/2018 Suvilas Realities Private Limited and Shriram Properties Limited

The Company appointed Shriram Properties Limited as Development Manager for development, marketing and sale of units of Project Suvilas Palms situated at Yeshwanthapura Hobli, Bengaluru



Page 57 of 58

ANNEXURE 4

PUT OPTION DETAILS

Year Payment

Dates

Quarter Principal

Repayment (Rs.

Crores)

Put

exercised

in the

period

Series to be

redeemed

Year 2 30-Sep-20 5 2 2% Series A

31-Dec-20 6 2 2% Series A

31-Mar-21 7 2 2% Series A

Year 3

30-Jun-21 8 2 2% Series A

30-Sep-21 9 10 10% Series A

31-Dec-21 10 10 10% Series A

31-Mar-22 11 10 10% Series A

Year 4 30-Jun-22 12 11 11%

Series A

Total 49



Page 58 of 58

ANNEXURE 5: DEBENTURE TRUSTEE CONSENT LETTER