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Information Memorandum: Tranche 2

INFORMATION MEMORANDUM NAIKNAVARE BUILDCON PRIVATE LIMITED

(A private limited company under the Companies Act, 2013) Date of Incorporation: 07/01/2019

CIN: U45201PN2019PTC181200 Registered Office: CTS 1204-4, FP No. 568, Ghole Road, Pune - 411004

Telephone No: +91 020 41471111 Website: www.naiknavare.com

Issue by Naiknavare Buildcon Private Limited of Secured, Rated, Listed, Redeemable, Non-convertible Debentures (NCDs) of face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each Aggregating up to Rs. 7500 lacs (“Shelf Limit” or “Issue). The NCDs will be issued in one or more Tranches up to the Shelf Limit, on terms and conditions as set out. Allot/Issue by Naiknavare Buildcon Private Limited of 10 (Ten) Secured, Rated, Listed, Redeemable, Non-convertible Debentures (NCDs) of face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each Aggregating up to Rs. 100 lacs (“Tranche 2 Issue) and is being offered by way of this Tranche 2 Prospectus. This issue is being made pursuant to the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities), Regulations, 2008 as amended (The “SEBI Debt Regulations”), The Companies Act, 2013 and rules made there under as amended to the extent notified.

Background

This Information Memorandum is related to the Debentures to be issued by Naiknavare Buildcon Private Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by the Issuer through resolutions passed by the shareholders of the Issuer at the extraordinary general meeting held on 18th Day of May, 2020 and the Board of Directors of the Issuer on 18th Day of May, 2020 and the Memorandum and Articles of Association of the Company. Pursuant to the resolution passed by the Company’s shareholders on 18th Day of May, 2020 in accordance with provisions of the Companies Act, 2013, the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit for amounts up to INR 10,000,000/- (Rupees One Crore 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 as per the above shareholder resolution(s). This Information Memorandum has been prepared in accordance with the SEBI Debt Listing Regulations.

Credit Rating

The Debentures proposed to be issued by the Issuer have been rated by Care Ratings Limited. The Rating Agency has vide its letter dated 25th Day of March, 2019 assigned a rating of “CARE D (Single D)”in respect of the Debentures. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the rating agency and should be evaluated independently of any other ratings. Please refer to Annexure II of this Information Memorandum for the letter dated 25th Day of March, 2019 from the Rating Agency assigning the credit rating abovementioned and the letter dated 25th Day of March, 2019 issued by the Rating Agency disclosing the rating rationale adopted for the aforesaid rating.

Issue Schedule

Issue Opens on: 18th Day of May, 2020 Issue Closing on: 18th Day of May, 2020

Date of 02nd Tranche of Allotment: 18th Day of May, 2020

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule. The Debentures are proposed to be listed on the wholesale debt market of BSE Limited (“BSE”).

Registrar Debenture Trustee

Karvy Fintech Pvt. Ltd. “Karvy House”, 46 , Avenue – 4, Street No. 1, Banjara Hills, Hyderabad-500038 (Telangana) IN Tel : 040-23312454 Fax : 040-23001153 Email : [email protected], [email protected]

VISTRA ITCL (INDIA) LIMITED. IL & FS Financial Centre Plot No C22, G Block, Bandra Kurla Complex Bandra, (East) Mumbai- 400051. Tel : (022) 6149 1626 Fax : (022) 2653 3297 Email : [email protected]

mailto:[email protected]

TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONS 4 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 8 SECTION 3: RISK FACTORS 11 SECTION 4: FINANCIAL STATEMENTS 13 SECTION 5: REGULATORY DISCLOSURES 15 SECTION 6: OTHER INFORMATION AND APPLICATION PROCESS 43 SECTION 7: DECLARATION 51 ANNEXURE I: TERM SHEET 52 ANNEXURE II: RATING LETTER& RATING RATIONALE 53 ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 52 ANNEXURE IV: APPLICATION FORM 63 ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS 66 ANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS 60

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SECTION 1: DEFINITIONS AND ABBREVIATIONS- DTD Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum. If any term is used in this document but not defined herein, then the same shall mean as defined in the Debenture Trust Deed. Further, in case of any conflict between the terms used herein and as defined in Debenture Trust Deed, the definitions as defined in Debenture Trust Deed shall supersede.

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

Application Form The form used by the recipient of this Disclosure Document and/or the Private Placement Offer Letter, to apply for subscription to the Debentures, which is in the form annexed to this Information Memorandum and marked as Annexure IV.

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

Articles of Association means the articles of association of the Company, as amended from time to time

Board/Board of Directors shall mean the board of directors of the Company in office at applicable times and as nominated and appointed in accordance with the terms of the Articles

Business Day shall mean any day on which commercial banks are open for business in Mumbai and Pune;

CDSL Central Depository Services (India) Limited

Coupon “Coupon” shall for each Debenture mean an interest at the rate of 18% (eighteen percent) per annum payable solely from the Remainder Amounts on the Nominal Value of each Debenture at the end of each Financial Year, (a) for the period commencing from of the respective Closing Date till the end of the Financial Year immediately after each Closing Date and (b) thereafter in respect of second and subsequent Financial Years. It is clarified that the Coupon would only be payable to the extent of the Remainder Amounts, available annually at the end of each Financial Year unless the Board determines an earlier payout from the Remainder Amounts; provided also that to the extent that there are insufficient Remainder Amounts at the end of any Financial Year, the balance unpaid Coupon would be accrued solely in the year in which there are sufficient Remainder Amounts and the same would be paid out of such subsequent year’s Remainder Amounts as and when available; provided however that nothing herein shall derogate or act to reduce the Redemption Amount;

Debentures/ NCDs 10 (Ten) Secured Rated Listed Redeemable, Non-Convertible Debentures bearing a face value of Rs. 10,00,000/- (Rupees Ten Lakh Only) each, aggregating to Rs. 100,000,000/-(Rupees One Crore Only).

Debenture Holders / Investors means any person holding the Debentures, from time to time;

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Debenture Outstanding shall at any time mean Guaranteed Return (XIRR of 18%) including the aggregate of the principal sums outstanding on the Debentures, redemption premium, Coupon provided that on and from the occurrence of an Event of Default, the Debenture Outstanding shall refer to the Guaranteed Default Return (XIRR of 27%); and in each case any other sums payable to the Debenture Holders and/or the Debenture Trustee under the Transaction Documents, whether as reimbursement or indemnity or otherwise, shall be added herein;

Debenture Trustee Trustee for the Debenture Holders, in this case for the time being Vistra ITCL (India) Limited. IL & FS Financial Centre Plot NoC22, G Block, Bandra Kurla Complex Bandra, (East)Mumbai- 400051. Tel:(022) 6149 1626 Fax : (022) 2653 3297 Email : [email protected]

Debenture Trustee Agreement means the appointment agreement between the Debenture Trustee, the Company and the Investor dated 25thDay of March, 2019 in terms of which the Debenture Trustee agrees to act as a trustee for the benefit of the Debenture Holders;

Deemed Date of Allotment 18th Day of May, 2020

Demat Refers to dematerialized securities which are securities that are in electronic form, and not in physical form, with the entries noted by the Depository.

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time.

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

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

Disclosure Document / Information Memorandum

This document which sets out the information regarding the Debentures being issued on a private placement basis.

DP ID Depository Participant Identification Number.

Due Date Any date on which the holders of the Debentures are entitled to any payments, whether on maturity or upon exercise of the option to redeem the Debentures prior to the scheduled Maturity Date.

EFT Electronic Fund Transfer

Financial Year/ FY Twelve months period commencing from April 1 of a particular calendar year and ending on March 31 of the following calendar year

GAAP Generally Accepted Accounting Principles

Guaranteed Default Return shall mean such amount which gives the Debenture Holders, an agreed IRR of 27% (twenty seven percent) on the Nominal Value of each Debenture, including any Coupon paid and the Taxes withheld by the Issuer for which due credit is made available to the Debenture Holders

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Guaranteed Return shall mean such amount which gives the Debenture Holders, an agreed IRR of 18% (Eighteen percent) on the Nominal Value of each Debenture, including any Coupon paid, and the Taxes withheld by the Issuer for which due credit is made available to the Debenture Holders.

Final Discharge Date shall mean the date on which all the outstanding Debentures entitled to the benefit of the trust under this Deed have been fully and irrecoverably paid off with all the amounts due to the Debenture Holders being paid to the satisfaction of the respective Debenture Holder(s) thereof and upon payment of all costs, charges and expenses incurred by the Trustee or by any receiver in relation to the Transaction Documents, including the remuneration of the Trustee and of any receiver and all interest thereon.

Issue Private Placement of the Debentures.

Issue Opening Date 18th Day of May, 2020

Issue Closing Date 18th Day of May, 2020

Issuer/ Company Naiknavare Buildcon Private Limited

Majority Debenture Holders at any time refers to such number of Debenture Holders who hold 51% (Fifty One percent) of all Debentures outstanding at such time

Maturity Date 28th March, 2023, subject to a Call Option or, such other date on which the final payment of the principal of the Debentures becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

Material Adverse Effect The effect or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of determination a material and adverse effect on: (i) the financial condition, business or operation of the Company; (ii) the ability of the Company to perform its obligations under the

Transaction Documents to which it is a party; or (iii) the legality, validity or enforceability of any of the Transaction

Documents (including the ability of any party to enforce any of its remedies there under).

N.A. Not Applicable

NSDL National Securities Depository Limited.

PAN Permanent Account Number.

Person Include an individual, natural person, corporation, partnership, joint venture, incorporated or unincorporated body or association, company, Government and in case of a company and a body corporate shall include their respective successors and assigns and in case of any individual his/her respective legal representative, administrators, executors and heirs and in case of trust shall include the trustee(s) for the time being and from time to time

Private Placement Offer Letter Shall mean the offer letter prepared in compliance with Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014.

Promoter Naiknavare Developers Private Limited, Hemant Naiknavare, Ranjit Naiknavare, Gauri Naiknavare, Dattaji Naiknavare.

Purposes The Company’s financial needs for its business and such other purposes as the Company deems fit.

RBI Reserve Bank of India.

Rating Agency CARE Ratings Limited

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Record Date Means the day falling 15 (fifteen) days prior to the Redemption Date or a date on which Coupon or any other monies is payable on the NCDs.

Remainder Amounts shall have the meaning ascribed to the term in clause 12.3 of the Debenture Trust Deed

R&T Agent Registrar and Transfer Agent to the Issue, in this case being Karvy Fintech Pvt. Ltd. “Karvy House”, 46 , Avenue – 4, Street No. 1, Banjara Hills, Hyderabad-500038 (Telangana) IN Tel : 040-23312454 Fax : 040-23001153 Email : [email protected], [email protected]

ROC Registrar of Companies.

Rs. / INR Indian National Rupee.

RTGS Real Time Gross Settlement.

SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time).

SEBI Debt Listing Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as amended from time to time.

Security The Debenture Outstanding would be secured by the following: (i) First and exclusive mortgage over the Upfront Mortgaged Properties

and Subsequently Mortgaged Properties; (ii) First and exclusive hypothecation and charge over all receivables,

present or future of the Issuer including from the Upfront Mortgaged Properties and Subsequently Mortgaged Properties;

(iii) Deeds of Guarantee from the Obligors, guaranteeing the payment of the Guaranteed Default Return;

(iv) Pledge over 100% of the Equity Shares of the Issuer; (v) Additionally post dated cheques as may be required by the Investor,

towards payment of the Guaranteed Return shall be provided by the Issuer.

The aforesaid security shall always be first ranking and exclusive for the benefit of the Debenture Holders and shall be created in favour of the Debenture Trustee

TDS Tax Deducted at Source.

The Companies Act/ the Act The Companies Act, 2013 (“2013 Act”), or where applicable, the provisions of the Companies Act, 1956 (“1956 Act”), to the extent still in force.

Terms & Conditions Shall mean the terms and conditions pertaining to the Issue as outlined in the Transaction Documents.

Transaction Documents shall mean the Debenture Trust Deed, the Guarantee, The Business Transfer Agreement (BTA) the DoH(s), the Pledge Agreement(s), and any other deeds and undertakings issued by and/or between or for the benefit of the Parties hereof (or any of them) in relation to the investment by the Investor in the Company and/or for creation of security for the benefit of the Debenture Holders

WDM Wholesale Debt Market.


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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS

2.1 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 Companies Act. The issue of the Debentures to be listed on the WDM segment of the BSE 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. As per the applicable provisions, it is not necessary for a copy of this Information Memorandum/ Disclosure Document to be filed or submitted to SEBI for its review and/or approval. However pursuant to the provisions of Section 42 of the Companies Act 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time, the copy of this Information Memorandum/ Private Placement Offer Letter shall be filed with the ROC within the stipulated timelines under the Companies Act, 2013. This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations. This Information Memorandum has been prepared solely to provide general information about the Issuer to the Eligible Investors (as defined below) to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any Eligible Investor may require. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to subscribe to any Debentures. Each Investor contemplating subscription to any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such Investor’s particular circumstances. The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having being authorized by the Issuer. The Issuer certifies that the disclosures made in this Information Memorandum and/or the Private Placement Offer Letter are adequate and in conformity with the SEBI Debt Listing Regulations and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time. Further, the Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Information Memorandum would be doing so at its own risk. This Information Memorandum, the Private Placement Offer Letter and the respective contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum and/or the Private Placement Offer Letter are intended to be used only

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by those Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. No invitation is being made to any persons other than those to whom Application Forms along with this Information Memorandum and the Private Placement Offer Letter being issued have been sent. Any application by a person to whom the Information Memorandum and/or the Private Placement Offer Letter has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum and/or the Private Placement Offer Letter shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to us or other parties in connection with the Issue. This Information Memorandum and/or the Private Placement Offer Letter may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Information Memorandum) without retaining any copies hereof. If any recipient of this Information Memorandum and/or the Private Placement Offer Letter decides not to participate in the Issue, that recipient must promptly return this Information Memorandum and/or the Private Placement Offer Letter and all reproductions whether in whole or in part 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 Issue to the Issuer. The Issuer does not undertake to update the Information Memorandum and/or the Private Placement Offer Letter to reflect subsequent events after the date of Information Memorandum and/or the Private Placement Offer Letter and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum, and/or the Private Placement Offer Letter nor any sale of Debentures made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Information Memorandum and/or the Private Placement Offer Letter does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum and/or the Private Placement Offer Letter in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform them about and to observe any such restrictions. The Information Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential.

2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES

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 Information Memorandum, nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.

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2.3 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 / 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.

2.4 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.

2.5 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/have been identified upfront by the Issuer. This Information Memorandum and/or the Private Placement Offer Letter 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 exclusive jurisdiction of the courts and tribunals at New Delhi. This Information Memorandum and/or the Private Placement Offer Letter 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.

2.6 DISCLAIMER IN RESPECT OF RATING AGENCIES

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.

2.7 ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its 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 realisation of the application money.

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SECTION 3: RISK FACTORS The following are the risks relating to the Company, the Debentures and the market in general envisaged by the management of the Company. Prospective investors should carefully consider the risk factors relating to the business and the industry described below, together with all other information contained in this document before making any investment decision relating to the Debentures. These risks and uncertainties are not the only issues that the Company faces; additional risks and uncertainties not presently known to the Company or that are currently believed to be immaterial may also have an adverse effect on the business, results of operations, financial condition or prospects and cause the market price of the Debentures to fluctuate and consequently adversely impact the investment by investors, upon a sale of the Debentures. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other risks mentioned herein. 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.

3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER. Potential investors should be aware that receipt of the principal amount (i.e. the redemption amount) and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed.

3.2 RISK OF LOW TRADING VOLUMES IN SECONDARY MARKET AND/ OR IMPROPER FUNCTIONING OF CAPITAL MARKETS COULD RESTRICT THE LIQUIDITY OF THE DEBENTURES IN THE SECONDARY MARKET

The Company intends to list the Debentures on the WDM segment of BSE. 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. It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading. Further, the Company may not be able to issue any further Debentures, in case of any disruptions in the securities market.

3.3 CREDIT RISK & RATING DOWNGRADE RISK The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Company, there is a possibility that they may downgrade the rating of the Debentures. In such cases, potential investors may incur losses on re-valuation of their investment or make provisions towards sub-standard/ non-performing investment as per their usual norms. The rating is not a recommendation to purchase, hold or sell the Debentures in as much as the ratings do not comment on the market price of the Debentures or its suitability to a particular investor. There is no assurance either that the rating will remain at the same level for any given period of time or that the rating will not be lowered or withdrawn entirely by the Rating Agency. In the event of deterioration the rating of the Debentures, the investors may have to take loss on revaluation of their investment.

3.4 TAX CONSIDERATIONS AND LEGAL CONSIDERATIONS Special tax considerations and legal considerations may apply to certain types of potential investors. Potential investors are urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, tax and other implications of this investment.

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3.5 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.

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

3.7 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.

3.8 RISKS RELATED TO THE BUSINESS OF THE ISSUER

We are dependent on the performance of, and the conditions affecting, the real estate market in general and specifically in and around the city of Pune, where our 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 operations of our 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 company’s business and operations. Natural Calamities could adversely affect the economy and our business.

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SECTION 4: FINANCIAL STATEMENTS

Date of Company Incorporation is 07th January, 2019; Financial statements from the date of Incorporation to 31st Day of March, 2019 (F.Y. 2018-19) is as follows: Naiknavare Buildcon Private Limited

Balance Sheet as at 31 March, 2019

As at As at

31 March, 2019 31 March, 2018

INR INR

Equity and Liabilities

Shareholders' Funds

Share Capital 100,000 -

Reserves & Surplus (13,652,235) -

(13,552,235) -

Non-Current Liabilities - -

Long-Term Borrowing 500,000,000 -

Other current liabilities 518,034 -

500,518,034 -

Current Liabilities Trade Payables - Total outstanding dues of micro and small enterprises - -

- Total outstanding dues of creditors other than micro and small enterprises 108,678,326 -

Other current liabilities 106,949,533 -

215,627,859 -

Total 702,593,658 -

Assets - -

Non-Current Assets

Intangible Assets 1,086,374 -

1,086,374 -

Current Assets

Inventories 299,332,396 -

Cash and Cash Equivalents 91,353,221 -

Short-term loans and advances 310,821,667 -

701,507,284 -

Total 702,593,658 -

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Naiknavare Buildcon Private Limited

Statement of Profit and Loss for the year ended 31 March, 2019

Period ended 31 March 2019

Year ended 31 March 2018

INR INR

Income

Revenue from Operations - -

Other Income - -

Total Revenue - -

Expenses

Cost of Material Consumed 299,332,396 -

Changes in inventories of work-in-progress (299,332,396) -

Finance Cost 3,305,498 -

Amortization Expenses 7,191 Other Expenses 10,339,546 -

Total Expenses 13,652,235 -

Profit before Extraordinary, Prior Period Items and Tax (13,652,235) -

Extraordinary and Prior Period Items - -

Profit/(Loss) before tax (13,652,235) -

Tax expense

Current tax - -

Deferred tax - -

Profit/(Loss) for the period (13,652,235) -

Earnings Per Equity Share (1365.22) -

15

SECTION 5: 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.

5.1 Documents Submitted to the Exchanges The following documents have been / 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: Already Submitted at the time of listing of debentures initially. (b) Copy of Financial Statements- as company is incorporated on 07th January, 2019; audited Financials are

available for the period starting from 07th January, 2019 to 31st March, 2019 i.e. for F.Y. 2018-19. (c) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (d) Certified true copy of the resolution passed by the shareholders of the Company at the extraordinary

general meeting of the Company held on 18th Day of May, 2020 authorising the Company to borrow, upon such terms as the Board may think fit, up to an aggregate limit of INR 10,000,000 (Rupees One Crore only) over and above the aggregate of the paid-up share capital of the Company and its free reserves;

(e) Certified true copy of the resolution passed by the shareholders of the Company at the extraordinary general meeting of the Company held on 18th Day of May, 2020, authorizing the issue/offer of non-convertible debentures by the Company upto an aggregate limit of Rs. 10,000,000 (Rupees One Crore only);

(f) Certified true copy of the Board Resolution dated 18th Day of May, 2020 authorizing the borrowing and issuance of the Debentures;

(g) An undertaking from the Issuer stating that the necessary documents for the creation of the charge, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/acts/rules etc. and the same would be uploaded on the website of the BSE, where the debt securities have been listed, within 5 (five) working days of execution of the same; and

(h) Any other particulars or documents that the BSE may call for as it deems fit.

5.2 Documents Submitted to Debenture Trustee The following documents have been / 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 Financial Statements- as company is incorporated on 07th January, 2019; audited Financials are

available for the period starting from 07th January, 2019 to 31st March, 2019 i.e. for F.Y. 2018-19; (c) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (d) Latest audited / limited review half yearly consolidated (wherever available) and standalone financial

information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any- as company is incorporated on 07th January, 2019; audited Financials are available for the period starting from 07th January, 2019 to 31st March, 2019 i.e. for F.Y. 2018-19;

(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.SEBI/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 (One Hundred and Eighty) calendar days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ and other existing debenture-holders within 2 (two) Business Days of their specific request.

16

(f) Any other particulars or documents that the Debenture Trustee may reasonably request in relation to the Issue, for the benefit of the Debenture Holders.

5.3 Name and Address of Registered Office of the Issuer

Name: NAIKNAVARE BUILDCON PRIVATE LIMITED Registered Office of Issuer: CTS 1204-4, FP No. 568, Ghole Road, Pune – 411004 Corporate Office of Issuer: CTS 1204-4, FP No. 568, Ghole Road, Pune – 411004 Compliance Office of Issuer: CTS 1204-4, FP No. 568, Ghole Road, Pune – 411004 Compliance Officer of Issuer: Mr. Abhijit Kadam CFO of Issuer: Mr. Preetesh Sharma Corporate Identification Number: U45201PN2019PTC181200 Phone No.: +91 8669977834 Contact Person: Mr. Abhijit Kadam Email: [email protected] Website of Issuer: http://www.naiknavare.com/ Auditors of the Issuer: MSKA & Associates.

Chartered Accountants Address: Floor 6, Building # 1, Cerebram IT Park, Kalyani Nagar, Pune-411014, MH IN

Debenture Trustee to the Issue: VISTRA ITCL (INDIA) LIMITED, IL & FS Financial Centre Plot No. C22, G Block, Bandra Kurla Complex Bandra, (East) Mumbai- 400051. Tel : (022) 6149 1626 Fax : (022) 2653 3297 Email: [email protected] Registrar to the Issue: Karvy Fintech Pvt. Ltd.

“Karvy House” , 46 , Avenue – 4, Street no. 1 , Banjara Hills, Hyderabad Tel:(040) 23312454 Fax: (040) 23311968 Email: [email protected]

Rating Agency of the Issue: CARE Ratings Limited, 9th Floor, Pride Kumar Senate, Plot No. 970, Bhamburda, Senapati Bapat Road, Shivajinagar, Pune-411016 Tel : 91-020 -40009046 Email : [email protected]

http://www.naiknavare.com/

17

A brief summary of business / activities of the Issuer and its line of business

(a) Overview

To carry on in India and in abroad ,either alone or jointly, the business to construct, build, alter, acquire, convert, improve, erect, establish, equip, develop, dismantle, pull down, turn to account, furnish, level, decorate, fabricate, install, finish, repair, maintain, search, survey, examine, test, inspect, locate, modify, own, operate, protect, promote, provide, participate, re-construct, grout, dig, excavate, pour, renovate, re-model, re-build, undertake, contribute, assist, and to act as civil, engineer, interior decorator, consultant, adviser, agent, broker, supervisor, administrator, sub-contractor, turnkey contractor and manager of all types of constructions, projects and its maintenance and to develop infrastructure project, work in all the branches such as roads, ways, culverts, dams, bridges, railways, tram ways, water tanks, reservoirs, canals, wharves, warehouses, factories, Residential Buildings, Commercial Buildings, Bunglows, houses, farm houses, Row Houses, structures, drainage and sewage works, water distribution and filtration systems, docks, harbors, piers, irrigation work, foundation works, flyovers, air ports, run ways, rock drilling, aqua and via ducts, stadiums, power stations, hotels, hospitals, multiplexes, recreation centres, reclamations, dharmashalas, multi-storeyed, colonies, complexes, housing projects and for the purpose to acquire, hand over, purchase, sale, own, cut to size, develop, distribute and to deal in TDR, other development rights, premiums and FSIin land and buildings.

(b) Corporate Structure

Naiknavare Buildcon Private Limited is Incorporate on 07th Day of January, 2019 under the provisions of Companies Act, 2013 having its registered office at CTS 1204-4, FP No. 568, Ghole Road, Pune – 411004. Authorised Capital: Rs. 1,000,000/- divided into 100,000 equity shares of Rs. 10/- each. Issued, Subscribed and Paid up Capital: Rs. 100,000/- divided into 10,000/- Equity Shares of Rs. 10/- each First Directors:

1. Mr. Ranjit Dattaji Naiknavare 2. Mr. Hemant Dattaji Naiknavare

Current Directors:

1. Mr.Hemant Dattaji Naiknavare 2. Mr. Ranjit Dattaji Naiknavare 3. Mr. Bhavin Nagraj Jain (Nominee Director) 4. Mr. Rajiv Shyamlal Khiani (Nominee Director)

(c) Key Operational and Financial Parameters for the last 3 audited years: Not available as the company is

incorporate Five months back only

Gross Debt : Equity Ratio of the Company:

Before the issue of debt securities 7000/1

After the issue of debt securities 7100/1

Calculations

As on date, debt-to-equity ratio is calculated as follows:-

Debt 700,000,000

Equity 1,00,000

18

Debt/Equity 7000/1

Subsequent to the issue, debt-to-equity ratio shall be calculated as follows:-

Debt 710,000,000

Equity 1,00,000

Debt/Equity 7100/1

(d) Project cost and means of financing, in case of funding new projects:

No New Project, thus not applicable.

5.4 Brief history of Issuer since its incorporation giving details of its following activities:

(a) Details of Share Capital as on date:

Particulars Amount (Rs.)

Authorised

100,000 Equity Shares of Rs. 10/- each 1,000,000

Total 1,000,000

Issued Subscribed and Paid Up

10,000Equity Shares of Rs. 10/- each fully paid up 1,00,000

Total 1,00,000

(b) Changes in its capital structure as on last quarter end, for the last five years: Not Applicable

(c) Equity Share Capital History of the Company as on date:

Date of allotme

nt/ Transfer/Subscri

ption

Name of shareholder

No. shares

Face Value (Rs.)

Issue price

Consideration

Cumulative paid-up capital (Rs.)

Remarks

Nature of Allotment

No. of equity shares

Equity share Capital

Equity Share Premium

07/01/ 2019

Dattaji Naiknavare

2,500

2,500

10

25,000

Subscription to MOA

2,500

2,500

- -

07/01/ 2019

Gauri H Naiknavare

2,500

2,500

10

25,000

Subscription to MOA

2,500

2,500

- -

07/01/ 2019

Hemant D Naiknavare

2,500

2,500

10

25,000

Subscription to MOA

2,500

2,500

- -

07/01/ 2019

Ranjit D Naiknavare

2,500

2,500

10

25,000

Subscription to MOA

2,500

2,500

- -

19

(d) Details of any Acquisition or Amalgamation in the last 1 (one) year: Not Applicable.

(e) Details of any Reorganization or Reconstruction in the last 1 (one) year:

5.5 Details of the shareholding of the Company as on date: Shareholding pattern of the Company as on date:

Sr. No.

Name of the Shareholder / Particulars Class Total Number

of equity shares

Total percentage

(% ) of Shareholdin

g

Number of shares held

in Demat Form

1. Dattaji Naiknavare - 2,500 25% 2500

2. Gauri Naiknavare - 2,500 25% 2500

3. Hemant Naiknavare - 2,500 25% 2500

4. Ranjit Naiknavare - 2,500 25% 2500

Total Equity Shares

10,000 100.00% 10,000

Notes: Details of shares pledged or encumbered by the promoters (if any): The entire share capital of the aforesaid shareholders in the Company will be pledged in favour of the Debenture Trustee as more specifically provided in the Transaction Documents. (a) List of top 10 holders of equity shares (Other than mentioned above) of the Company as on date.

Sr. No.


of equity shares

Total percentage (%

) of Shareholding


in Demat Form

Nil Nil Nil Nil Nil

Nil Nil Nil Nil Nil

As the Company is recently incorporated, the data relates to date of incorporation i e 07th January, 2019.

5.6 Following details regarding the directors of the Company:

(a) Details of current directors of the Company:

This table sets out the details regarding the Company’s Board of Directors as on date of the Information Memorandum: The Board of the Company comprises the following:

20

Name, Designation and DIN

Age (in years)

Address Other Directorships

Hemant Naiknavare Director DIN: 00763802

58 SONJAI BUNGLOW, FLAT NO. 108, LANE NO. 15, PRABHAT ROAD, ERANDAWANE, PUNE 411004

Given Below

Ranjit Naiknavare Director DIN: 00151409


Given Below

Bhavin Nagraj Jain Nominee Director DIN: 07379308

37

B-58/59, GYANESHWARI CHS LTD, PERU BAUG, AAREY ROAD, GOREGAON EAST, MUMBAI 400063 MH IN

Given Below

Rajiv Shyamlal Khiani Nominee Director’ DIN: 07056552

40

FLAT NO. B6 -102, GANGA CONSTELLA NEAR EON IT PARK, KHARADI PUNE 411014 MH IN

Given Below

Hemant Naiknavare CEO DIN: 00763802


Given Below

Ranjit Naiknavare CFO DIN: 00151409


Given Below

*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any: Not Applicable

Name of Director: Mr. Hemant Dattaji Naiknavare DIN: 00763802

SR. NO.

CIN COMPANY / LLP NAME START DATE END DATE

1 U45202PN1990PTC058235 Naiknavare Associates Promoters & Builders Private Limited

20/09/1990 NA

2 U24117PN1991PTC015637 Naiknavare Chemicals Limited 28/06/1991 NA

3 U45202PN2007PTC129973 Naiknavare Housing Developments Private Limited

17/04/2007 NA

4 U45202PN2007PTC130271 Naiknavare Constructions Private Limited 07/06/2007 NA

5 U45200PN2007PTC131033 Naiknavare Developers Private Limited 26/11/2007 NA

6 U45309PN2017PTC173686 Naiknavare Profile Constructions Private Limited 04/12/2017 07/12/2017

7 AAB-0754 Naiknavare Townships LLP 21/08/2012 NA

8 AAC-6035 Naiknavare Profile Environ Housing LLP 18/08/2014 NA

9 AAC-8213 Seasons Service Apartments Hotel LLP 16/10/2014 NA

10 AAC-8318 Aluform Construction Systems LLP 20/10/2014 NA

11 AAH-2055 Naiknavare Real Estate LLP 23/08/2016 NA

12 AAA-8259 Naiknavare Developers And Sunhar Infracom LLP 07/03/2012 NA

21

Name of Director: Mr. Ranjit Dattaji Naiknavare DIN: 00151409

SR. NO.


1 U45202PN1990PTC058235 Naiknavare Associates Promoters & Builders Private Limited

20/09/1990 NA

2 U24117PN1991PTC015637 Naiknavare Chemicals Limited 28/06/1991 NA

3 U45202PN2007PTC129973 Naiknavare Housing Developments Private Limited

17/04/2007 NA

4 U45202PN2007PTC130271 Naiknavare Constructions Private Limited 07/06/2007 NA

5 U45200PN2007PTC131033 Naiknavare Developers Private Limited 26/11/2007 NA

6 U45309PN2017PTC173686 Naiknavare Profile Constructions PrivateLimited 04/12/2017 07/12/2017

7 U45209PN2006PLC021791 Preferred Builders And Promoters RealtyLimited

10/08/2007 NA

8 AAB-0754 Naiknavare Townships LLP 21/08/2012 NA

9 AAC-6035 Naiknavare Profile Environ Housing LLP 18/08/2014 NA

10 AAC-8213 Seasons Service Apartments Hotel LLP 16/10/2014 NA

11 AAC-8318 Aluform Construction Systems LLP 20/10/2014 NA

12 AAH-2055 Naiknavare Real Estate LLP 23/08/2016 NA

13 U45209PN1983PLC030684 Pune Construction Engineering ResearchFoundation

16/10/2014 05/09/2018

Name of Director: Mr. Bhavin Nagraj Jain DIN: 07379308

SR. NO.


1 U45201KA2007PTC042436

Purva Good Earth Properties Private Limited

24/09/2016 NA

2 U45202PN2008PTC132206 Snowflower Properties Private Limited

31/12/2015 NA

3 U45309PN2017PTC173686 Naiknavare Profile Constructions Private Limited

21/12/2017 NA

4 U45203KA2011PTC060228 Shrivision Homes Private Limited

28/09/2018 NA

5 U45100PN1991PTC064416 Kumar Agro Products Private Limited

29/09/2018 NA

6 L45208KA2007PLC041581 Qvc Realty Co. Limited 07/03/2019 NA

7 U45203KA2011PTC060228 Gardenview Abode Private Limited 29/09/2018 NA

Name of Director: Mr. Rajiv Shyamlal Khiani DIN: 07056552

SR. NO.


1 U45100PN1991PTC064416 Kumar Agro Products Private Limited

29/09/2018 NA

2 U45309PN2017PTC173686 Naiknavare Profile Constructions Private Limited

21/12/2017 NA

22

Details of change in directors since last three years: As the Company is incorporated on 7th January, 2019; below data is for the period starting from its Incorporation to current date:

Sr No Name of Director DIN Appointment/Cessation Date

1. Bhavin Nagraj Jain 07379308 Appointment (as Nominee Director)

30/03/2019

2. Rajiv Shyamlal Khiani 07056552 Appointment (as Nominee Director)

30/03/2019

3.

Hemant Dattaji Naiknavare 00763802 Appointed as CEO 28/01/2020

4.

Ranjit Dattaji Naiknavare 00151409 Appointed as CFO 28/01/2020

5.7 Following details regarding the auditors of the Company:

(a) Details of the auditor of the Company:

Name Address Auditor since

MSKA & Associates Floor 6, Building#1, Cerebrum IT Park, Kalyani Nagar, Pune-411014, MH IN Contact No: 020 6763 3400 Email id: [email protected]

05/07/2019

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

Name Address Auditor since

K K S S & Associates Office no.1, Orient Chambers, Above Platinum Restaurant, Near Nilayam Cinema, Sadashiv Peth, Pune-411030, MH IN Contact No: 9970166277 Email id: [email protected]

Since First Board Meeting i.e.08.01.2019 To 25.06.2019

MSKA & Associates Floor 6, Building#1, Cerebrum IT Park, Kalyani Nagar, Pune-411014, MH IN Contact No: 020 6763 3400 Email id: [email protected]

05.07.2019 (Appointed to fill casual vacancy arose on 25.06.2019)

5.8 Details of borrowings of the Company: Details of Unsecured Loan Facilities: NIL Details of Non-Convertible Debentures:

23

Deb

entu

re

Seri

es

Tenor/Perio

d of

Maturity

Coupon

(Rate of

Interest

)

Amo

unt

(Rs in

Lacs)

Date of

allotm

ent

Redemp

tion on

Date/

Schedul

e

Credit

Rating

Secured

/

Unsecur

ed

Security

NA 4 Years 28.03.2023

18% 5000 29/03/2019

28.03.2023

CARE D

Secured The Debenture Outstanding would be secured by the following: First and exclusive mortgage over the Upfront Mortgaged Properties and Subsequently Mortgaged Properties; First and exclusive hypothecation and charge over all receivables, present or future of the Issuer including from the Upfront Mortgaged Properties and Subsequently Mortgaged Properties; Deeds of Guarantee from the Obligors, guaranteeing the payment of the Guaranteed Default Return; Pledge over 100% of the Equity Shares of the Issuer; Additionally post dated cheques as may be required by the Investor, towards payment of the Guaranteed Return shall be provided by the Issuer. The aforesaid security shall always be first ranking and exclusive for the benefit of the Debenture Holders and shall be created in favour of the Debenture Trustee

NA 3 Years 9 Months and 16 Days (1st Tranche)

18% 300 12/06/2019

28.03.2023

CARE D

Secured

NA 3 Years 9 Months and 9 Days (2ND Tranche)

18% 200 19/06/2019

28.03.2023

CARE D

Secured

NA 3 Years 8 Months and 11 Days (3rd Tranche)

18% 500 18/07/2019

28.03.2023

CARE D

Secured

NA 3 Years 7 Months and 9 Days (4TH Tranche)

18% 500 20/08/2019

28.03.2023

CARE D

Secured

NA 3 Years 3 Months and 20 Days (5TH Tranche)

18% 250 09/12/2019

28.03.2023

CARE D

Secured

NA 3 Years 2 Months 28 Days

18% 250 01/01/2020

28.03.2023

CARE D

Secured

TOT

AL

7000

List of Top 10 Debenture Holders (as on 18.05.2020):

S. No. Name of Debenture Holders Amount (Rs. in lacs)

1. ASK Real Estate Special Situation Fund-I 7000

24

(c) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, Group Company, etc) on behalf of whom it has been issued. (If any): N.A.

(d) Details of Commercial Paper: N A (e) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible

Debentures / Preference Shares) as on 08.12.2019: NIL

Lender’s

Name Type of Facility

Amount

Sanctioned

(Rs.)

Amount

Outstanding

(Rs.)

Not Applicable

(f) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the company, in the past 5 years: Not Applicable

(g) Details of any outstanding borrowings taken / debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option: Not Applicable

5.9 Details of Promoters of the Company: 1. Dattaji Naiknavare, 2. Gauri Naiknavare, 3. Hemant Naiknavare, 4. Ranjit Naiknavare. 5. Naiknavare Developers Private Limited

Details of Promoter Holding in Company as on date

Sr. No.


of equity shares

Total percentage (%

) of Shareholding


in Demat Form

1 Dattaji Naiknavare - 2,500 25% 2500

2 Gauri Naiknavare - 2,500 25% 2500

3 Hemant Naiknavare - 2,500 25% 2500

4 Ranjit Naiknavare - 2,500 25% 2500

Total Equity Shares

10,000 100.00% -

5.10 Abridged version of Latest Audited/ Limited Review Half Yearly Consolidated and Standalone Financial Information and auditors qualifications, if any: as the Company is Incorporated only 9 months back, audited financial are available for only 1 financial year 2018-19 and half yearly unaudited financial statements are available for half year end 30th September,2019:

34

5.11 Any material event/ development or change having implications on the financials/credit quality (e.g. any

material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of Issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities. No such event/development

5.12 Disclosure pertaining to wilful default No wilful default against company, promotes, or any group company/affiliates has been reported by any Bank, FI, or RBI In case of listing of debt securities made on private placement, the following disclosures shall be made: (a) Name of the bank declaring the entity as a wilful defaulter;N A (b) The year in which the entity is declared as a wilful defaulter; N A (c) Outstanding amount when the entity is declared as a wilful defaulter; N A (d) Name of the entity declared as a wilful defaulter; N A (e) Steps taken, if any, for the removal from the list of wilful defaulters; N A (f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions; N A (g) Any other disclosure as specified by the Board. N A

5.13 Names of the Debentures Trustees and Consents thereof VISTRA ITCL (INDIA) LIMITED,

IL & FS Financial Centre Plot No. C22, G Block, Bandra Kurla Complex Bandra, (East) Mumbai- 400051.

A copy of consent letter from the Debenture Trustee is enclosed as Annexure III of the Information Memorandum.

5.14 Rating and Rating Rationale

The Rating Agency has assigned ratings of “CARE-D (Single D)”to the Debentures. Instruments with this rating are considered to have Low degree of safety regarding timely servicing of financial obligations. Such instruments carry High credit risk.

5.15 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.

Tel : (022) 6149 1626

Fax : (022) 2653 3297

Email : [email protected]


35

Joint and several guarantee(s) to be issued by the Obligors guaranteeing the obligations of the Company to the Debenture Holders to pay the Guaranteed Return and on an Event of Default to pay the Guaranteed Default Return, as more specifically provided in the Debenture Trust Deed.

5.16 Names of all the recognized stock exchanges where the debt securities are proposed to be listed: The Debentures are proposed to be listed on the WDM segment of the BSE. The Issuer shall comply with the requirements of the listing agreement for debt securities to the extent applicable to it on a continuous basis. The in-principle approval of the BSE has been / shall be obtained in this regard.

5.17 Other details:

(h) Debenture Redemption Reserve Creation: As per Section 71 of the 2013 Act, any company that intends to issue debentures must create a debenture redemption reserve to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. Accordingly, the Company will create a debenture redemption reserve, if required.

(i) Issue / instrument specific regulations: The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act including the notified rules there under and the SEBI Debt Listing Regulations.

(j) Application process: The application process for the Issue is as provided in Section 6 of this Information Memorandum.

5.18 A statement containing particulars of the dates of, and parties to all material contracts, agreements:

The contracts and documents referred to hereunder are material to the Issue, may be inspected at the Registered Office of the Company between 10.00 am to 4.00 pm on working days.

Sr. No.

Nature of Contract

1 Certified true copy of the Memorandum & Articles of Association of the Issuer

2

Certified true copy of the resolution passed by the Company at the extraordinary general meeting held on 18th May, 2020 authorising the Company to borrow, upon such terms as the Board may think fit, upto an aggregate limit of INR 10,000,000/- (Rupees One Crore Only) over and above the aggregate of the paid-up share capital of the Company and its free reserves

3 Certified true copy of the resolution passed by the shareholders of the Company at the extraordinary general meeting held on 18th May, 2020 , authorizing the issue/offer of non-convertible debentures by the Company upto an aggregate limit of INR 10,000,000/- (Rupees One Crore Only)

4 Certified true copy of the resolution passed by the shareholders of the Company at the extraordinary general meeting held on 18th May, 2020, at the time of initial issue/allotment of Debentures for authorizing company to enter into a Business Transfer Agreement (BTA) with Naiknavare Developers Private Limited

4 Certified true copy of the Board Resolution dated 01st January, 2020 authorizing the borrowing and issuance of the Debentures

5 Copies of Annual Reports of the Company- Currently not applicable as the Company is incorporated 6 months back only

6 Credit rating letter from the Rating Agency

36

7 Letter from Vistra ITCL (India) Limited dated 26th March, 2019 giving its consent to act as Debenture Trustee (Execution of Debenture Trustee Agreement is fixed mutually by the company and Debenture Trustee as 26th Day of March, 2019)

8 Letter from the Registrar and Transfer Agent

9 Certified true copy of the certificate of incorporation of the Company

10 Certified true copy of the tripartite agreement between the Company, the Registrar & Transfer Agent and the National Securities Depository Limited/CDSL

11 Sale Deed/Business Transfer Agreement executed with Naiknavare Developers Private Limited and Naiknavare Townships LLP

5.19 Details of Debt Securities Sought to be Issued

Under the purview of the current document, the Issuer intends to raise an amount of upto Rs.10,000,000/- (Rupees One Crore Only) by issue of Secured Rated Freely Transferrable Listed Redeemable Non-Convertible Debentures, on a private placement basis. For further details of the Debentures, please refer to the terms and conditions of the debentures set out in Section 5.23 of this Information Memorandum. 5.20 Issue Size

The aggregate issue size for the Debentures is Upto INR 10,000,000/- (Rupees One Crore Only). 5.21 Utilization of the Issue Proceeds

Company requires additional Capital to raise requisite resources for the expansion project of the Company and long term funds to carry its functions in smooth manner for which it was proposed to issue 10 (Ten) Listed, freely transferable, secured, rated, redeemable, non-convertible debentures (“RNCD”). 5.22 Issue Details –DTD

If any term is used in this document but not defined herein, then the same shall mean as defined in the Debenture Trust Deed. Further, in case of any conflict between the terms used herein and as defined in Debenture Trust Deed, the definitions as defined in Debenture Trust Deed shall supersede.

Security Name Listed, Secured, Rated, Freely Transferrable, Redeemable, Non-Convertible Debentures.

Issuer Naiknavare Buildcon Private Limited

Type of Instrument Non-Convertible Debentures

Nature of Instrument Listed, Secured, Rated, Freely Transferrable, Redeemable, Non-Convertible Debentures.

Seniority Senior

Mode of Issue Demat only

37

Eligible/Identified Investors This Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by or on behalf of the Issuer. The categories of investors eligible to invest in the Debentures, when addressed directly, include residents, banks, financial institutions including development financial institutions, companies and body corporate, insurance companies, mutual funds, foreign portfolio investors, and such other category of investors as expressly authorised and who are eligible to invest in the Debentures as per Applicable Laws. Furthermore, overseas corporate bodies are not eligible to apply for or hold the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in the Debentures.

Listing On the Wholesale Debt Market segment on the BSE Limited within 15 (fifteen) days of the date of receipt of monies.

Rating of Instrument CARE D(Single D) by CARE Ratings Limited

Issue Size Upto INR 10,000,000/- (Rupees One Crore Only)

Option to retain oversubscription

N.A.

Objects of the Issue Company requires additional Capital to raise requisite resources for the expansion project of the Company and long term funds to carry its functions in smooth manner for which it was proposed to issue 10 (Ten) Listed, freely transferable, secured, rated, redeemable, non-convertible debentures (“RNCD”).

Details of the utilization of the Proceeds

Company requires additional Capital to raise requisite resources for the expansion project of the Company and long term funds to carry its functions in smooth manner for which it was proposed to issue 10 (Ten) Listed, freely transferable, secured, rated, redeemable, non-convertible debentures (“RNCD”).

Coupon shall mean an interest of 18% (Eighteen percent) per annum payable on the principal amount of each Debenture and solely from the Remainder Amounts as more specifically given in Debenture Trust Deed.

Coupon Rate 18% p.a. (Eighteen percent per annum]per annum payable on the principal amount of each Debenture and solely from the Remainder Amounts as more specifically given in Debenture Trust Deed.

Step Up/ Step Down Coupon Rate

N.A

Coupon Payment Frequency Coupon is Payable Yearly but only to the extent of the availability of the Remainder Amounts.

Coupon Payment Dates First Interest Payment Date : 01/04/2021 Second Interest Payment Date: 01/04/2022 Third Interest Payment Date : 01/04/2023 Last Interest Payment Date : 28/03/2023

Coupon Type Fixed

exercisedate/couponresetdate N.A.

Coupon Reset Process N.A.

Day Count Basis Actual (based on the number of calendar days in the relevant Calculation Period) / Actual

Interest on Application Money No interest shall be paid on the application money from the Pay-In Date until the Deemed Date of Allotment

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Default Interest Rate Upon the occurrence of an Event of Default, the Debenture Holders are entitled to Guaranteed Default Return i.e. XIRR of 27% on total investment amount, as more specifically given in Debenture Trust Deed.

Default in Payment In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of at least @ 2% p.a. over the coupon rate shall be payable by the Company for the defaulting period.

Prepayment Penalty N.A.

Mandatory Prepayment Date N.A.

Delay Penalty Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company shall pay penal interest of at least @ 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor.

Tenor 4(Four) years/48 (Forty Eight) months from the first closing date i.e 29th March, 2019 and 2 (Two) years 10 (Ten) Months and Nine (Nine) Days from the current tranche Closing Date i.e. 18.05.2020

Redemption Date 28thMarch, 2023

Redemption Amount Means Guaranteed Return i.e. XIRR of 18% on total investment amount, including principal amount of Debentures, any Coupon and Redemption Premium thereon, save and except after the occurrence of an Event of Default, when the Redemption Amount shall be the Guaranteed Default Return

Redemption Premium/ Discount

Means the sums payable on the Debentures as per the Waterfall which are in excess of the Coupon and principal sums of the Debentures.

Issue Price Rs. 10,00,000/- (Rupees ten Lakh Only) per Debenture

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

N.A.

Put Option Date N.A.

Put Option Price N.A.

Call Option Date At any time after 30 (thirty) months from the First Closing Date

Call Option Price A sum which along with the principal sums invested by the Investor which provides an IRR of 22% (Twenty Two percent) to the Investor

Put Notification Time N.A.

Call Notification Time To undertake such Prepayment, the Company and/or the Promoters shall provide to the Investor a notice (“Prepayment Notice” and in the case of the Promoters, the “Call Option Notice”) of 30 (thirty) days along with information on the source of funds to make such Prepayment / Call Option. The Company and/or the Promoters shall not be entitled to revoke any Prepayment Notice or Call Option Notice after it has been issued and any of their failure to redeem / acquire the Debentures in full, by paying the Prepayment Amount or the Call Amount on the Prepayment Date or Call Settlement Date, as the case may be, shall be an Event of Default.

Face Value Rs. 10,00,000/- (Rupees ten Lakh Only) per Debenture

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Minimum Application size and in multiples of 1 thereafter

1 Debentures and in multiples of 1 Debentures thereafter

Issue Timing Issue Opening Date: 18th May, 2020 Issue Closing Date: 18th May, 2020 Pay-in Date: 18th May, 2020 Deemed Date of Allotment: 18th May, 2020 All documentation including, but not limited to, the Information Memorandum, Board Resolution, Rating Letter, Appointment of Debenture Trustee to be completed and made available to potential investors, 1 (One) business day prior to Issue Opening Date.

Issuance mode of the Instrument

Demat only

Trading mode of the Instrument

Demat only

Settlement mode of the Instrument

RTGS

Depositories NSDL/CDSL

Business Days shall mean any day on which commercial banks are open for business in Mumbai and Pune

Business Day Convention If any Coupon Payment Date falls on a day that is not a Business Day, the Coupon payment shall be made on the immediately succeeding Business Day. Provided however, that any future Coupon Payment Date shall not be affected by virtue of such postponed payment due to this Business Day convention, unless such Coupon Payment Date is also not a Business Day in which case this Business Day convention shall also apply to such Coupon Payment Date. If the Redemption Date / Call Option Date of the Debentures falls on a day that is not a Business Day, the redemption amounts (excluding Coupon) shall be paid on the immediately succeeding Business Day.

Record Date In relation to Debentures, shall mean the day falling 15 (fifteen) days prior to the date on which Coupon or any other monies is payable on the Debentures.

Security (i) First and exclusive mortgage over the Upfront Mortgaged Properties and Subsequently Mortgaged Properties;

(ii) First and exclusive hypothecation and charge over all receivables, present or future of the Issuer including from the Upfront Mortgaged Properties and Subsequently Mortgaged Properties;

(iii) Deeds of Guarantee from the Obligors, guaranteeing the payment of the Guaranteed Default Return;

(iv) Pledge over 100% of the Equity Shares of the Issuer; (v) Additionally post dated cheques as may be required by the Investor,

towards payment of the Guaranteed Return shall be provided by the Issuer.

as more specifically provided in the Transaction Documents

Transaction Documents shall mean this Debenture Trust Deed, Business Trasfer Agreement (BTA) the Guarantee, the DoH(s), the Pledge Agreement(s), and any other deeds and undertakings issued by and/or between or for the benefit of the Parties hereof (or any of them) in relation to the investment by the Investor in the Company and/or for creation of security for the benefit of the Debenture Holders

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Conditions precedent to disbursement

As per Debenture Trust Deed

Conditions subsequent to disbursement

As per Debenture Trust Deed

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Events of Default The following will constitute Event of Default under the Debenture Trust Deed: a. Any breach by Company or the Promoters or any other person party

thereto (other than the Investor and the Debenture Trustee) of any of the terms of this Deed or any other Transaction Documents;

b. If any funds meant for the Projects have been siphoned off, or utilised for purposes other than (i) the Projects; or (ii) for making distribution as provided for in clause 12 of Debenture Trust Deed, or otherwise diverted / utilized without the written consent of the Investor;

c. Fraud, gross and/or wilful misconduct by the Promoters and/or the Company in their dealings with any person in relation to the Projects;

d. Failure of the Company and/or the Promoters as the case may be to pay the Call Price and redeem and/or purchase the Call Securities after exercising the Call Option;

e. Failure to redeem the Debentures on Redemption Date at a minimum value equal to Guaranteed Return;

f. If the revised Project Approval approving additional FSI capable of developing the following Saleable Areas:

Project FSI Saleable Area

Seven Business Square

3 93,686

Neelaya 1.4 2,72,700

Eagle’s Nest 1.4 3,87,421

is not obtained on or before the 1st (first) anniversary of the First Closing Date;

g. By the 1st (first) anniversary of the First Closing Date, the Minimum Saleable Area of the Project is less than the following:

Project Saleable Area

Seven Business Square

93,686

Neelaya 2,72,700

Eagle’s Nest 3,87,421

h. The occurrence or threat of Insolvency Event(s) with respect to any of the Promoters or the Company;

i. The occurrence of any Litigation or governmental order involving the Company and/or Promoters or the Landowner or the Land or the Projects or Sold Units or Unsold Units and/or arising in relation to the Project Contracts including BTA and Development Agreements

j. If there is a breach of clause 14 of Debenture Trust Deed by any of the Promoters or the Company or any other person except the Debenture Holders;

k. Breach of any of the Representations and Warranties by the Obligors and/or Promoters;

l. If any Project Approval is withdrawn or cancelled except due to change in the Law;

m. If the Projects are not completed and made safe for habitation including through receipt of any occupancy related approvals from relevant Governmental Authorities within 4 (four) years from the First Closing Date and/or in terms of RERA, whichever is earlier;

n. If the sale price for any Unit is lower than the Minimum Sale Price;

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o. If any of the Lands or the Company Moveable Assets are encroached or Encumbered in any manner except with consent of the Investor or as specifically provided in this Deed;

p. If an action is taken by the Company or the Promoters on behalf of the Company which is an Affirmative Vote Item without the written consent of the Investor;

q. If an event of default (howsoever described) occurs in relation to any construction or other finance availed by the Company and/or Promoters

r. Any Security required to be created is not so created in accordance with the terms of this Deed;

s. The Company or Promoter or any other person who is a party thereto repudiates a Transaction Documents to which it is a party or evidences an intention to repudiate any Transaction Documents to which it is a party;

t. The BTA is terminated or threatened to be terminated or any of there is an adverse effect on any of the transactions consummated under the BTA or there is any claim against the Company in relation to any of the assets transferred to the Company under the BTA from any third party;

u. Any litigation or dispute is initiated or is threatened in relation to the BTA or among the Promoters inter-se or with the Company in respect of their shareholding and rights in the Company;

v. Any of the Development Agreements is terminated or the rights of the Company under the Development Agreements are limited or qualified or disputed or, in any manner whatsoever or any person seek to call a breach of any of the Development Agreements or any Project Contract is modified without the prior approval of the Debenture Trustee;

w. If there is a breach of Clause 12 by any of the Obligors and/or Promoters; x. Any breach by the Obligors or the Promoters of any of the terms of this

Deed or any other Transaction Document or Project Contracts other than the Clauses (a) to (w) above.

Role and Responsibilities of Debenture Trustee

The debenture trustee shall, if required by the NCD holder, do the following: (i) Exercise any rights of the NCD holder on its behalf against the Company and/or the Guarantor, Shareholder or the Promoter; and (ii) Undertake such acts, deeds and things necessary in respect for security to be created for securing the NCDs in accordance with the Transaction Documents.

Illustration of Bond Cash flows Kindly refer to Annexure VI of this Information Memorandum

Governing Law The Debentures and documentation will be governed by and construed in accordance with the laws of India and The Parties agree to use all reasonable efforts to resolve any dispute under or in relation to this Deed quickly and amicably to achieve timely and full performance of this Deed.

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SECTION 6: OTHER INFORMATION AND APPLICATIONPROCESS The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form and other terms and conditions as may be incorporated in the Transaction Documents.

6.1 Mode of Transfer/Transmission of Debentures The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP.

6.2 Debentures held in Dematerialised Form The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action. The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.

6.3 Trustee for the Debenture Holder(s) The Issuer has appointed Vistra ITCL (India) Limited to act as the debenture trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intend to enter into the Debenture Trustee Agreement and the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and yield thereon and they will take necessary action, subject to and in accordance with the Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and the Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

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6.4 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.

6.5 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.

6.6 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. Any other change or modification to the terms of the Debentures shall require approval by the 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.

6.7 Right to accept or reject Applications The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof.

6.8 Notices Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address or facsimile number. All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”. Notice(s) shall be deemed to be effective (a)in the case of registered mail, 3 (three) calendar days after posting; (b)1 (One) Business Day after delivery by recognized overnight courier service, if sent for next Business Day delivery; (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission;(d) in the case of electronic mail (e-mail) subject to not receiving an error in relation to delivery or such like message, if sent during usual business hours, then on the same day and if sent other than during usual business hours, on the next day after such email is sent by the sender; or (e) in the case of personal delivery, at the time of delivery.

6.9 Issue Procedure

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Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and /or redemptions warrants. The applicant should transfer payments required to be made in any relation by EFT/RTGS, to the bank account of the Issuer as per the details mentioned in the Application Form.

6.10 Application Procedure Eligible investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

6.11 Fictitious Applications All fictitious applications will be rejected. For the sake of abundant caution, attention of applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013, which provides that “Any person who – (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447.” Section 447 of the Companies Act, 2013 prescribes (a) imprisonment for a term which shall not be less than 6 (six) months but which may extend to 10 (ten) years, and (b) fine which shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud.

6.12 Basis of Allotment Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment.

6.13 Payment Instructions The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture is payable along with the making of an application. Applicants can remit the application amount through RTGS on Pay-in Date. The RTGS details of the Issuer are as under: Beneficiary Name : NAIKNAVARE BUILDCON PVT LTD – SUBSCRIPTION ACCOUNT Bank Account No. : 919020021332057 SWIFT Code : AXISINBB037 IFSC Code : UTIB0000037 Bank Name : AXIS BANK LTD-PUNE MAIN BRANCH Branch Address : FC ROAD PUNE

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6.14 Eligible Investor The following categories of Investors, who have been specifically approached and have been identified upfront, 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: (a) Eligible Financial Institutions; (b) Registered Foreign Portfolio Investors; (c) Companies and other bodies corporate; (d) Banks; (e) Insurance Companies; (f) Any other person eligible to invest in / subscribe to the Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures. Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them. The Debentures are and have been placed on a private placement basis and shall not be issued to more than 49 (forty nine) Eligible Investors.

6.15 Procedure for Applying for Dematerialised Facility

(a) The applicant must have at least one beneficiary account with any of the DP’s of NSDL/CDSL prior to making the application.

(b) The applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.

(c) Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary account(s) with the DP.

(d) For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP.

(e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue.

(f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.

(g) For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-

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à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

(h) The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, until such time that the beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

6.16 Depository Arrangements The Issuer shall make necessary arrangement with CDSL and NSDL for issue and holding of the Debentures in dematerialised form.

6.17 List of Beneficiaries The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment of redemption monies.

6.18 Application under Power Of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication. In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.

6.19 Procedure for application by Mutual Funds and Multiple Applications In case of applications by mutual funds and venture capital funds, a separate application must be made in respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will not be treated as multiple application, provided that the application made by the asset management company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been made. The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of (a) SEBI registration certificate (b) Resolution authorizing investment and containing operating instructions (c) Specimen signature of authorized signatories

6.20 Documents to be provided by Investors

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Investors need to submit the following documents, as applicable (a) Memorandum and Articles of Association or other constitutional documents (b) Resolution authorising investment (c) Power of Attorney to custodian (d) Specimen signatures of the authorised signatories (e) SEBI registration certificate,if applicable (f) Copy of PAN card (g) Application Form (including RTGS details)

6.21 Applications to be accompanied with Bank Account Details Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through EFT/RTGS.

6.22 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.

6.23 Mode of Payment All payments must be made through Wire Transfer / EFT/RTGS as set out in the Application Form, or any other mode of payment permissible under law.

6.24 Effect of Holidays If any Coupon Payment Date falls on a day that is not a Business Day, the Coupon payment shall be made on the immediately succeeding Business Day. Provided however, that any future Coupon Payment Date shall not be affected by virtue of such postponed payment due to this Business Day convention, unless such Coupon Payment Date is also not a Business Day in which case this Business Day convention shall also apply to such Coupon Payment Date. If the Redemption Date / Call Option Date of the Debentures falls on a day that is not a Business Day, the redemption amounts (excluding Coupon) shall be paid on the immediately succeeding Business Day.

6.25 Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. In case of resident Indian investors, there will not be any tax deduction at source in accordance with the provisions section 193 of the IT Act. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office of the Issuer, at least 15 days before the relevant interest payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form.

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If any payments under this issuance is subject to any tax deduction other than such amounts as are required as per current regulations existing as on the date of the Debenture Trust Deed, including if the Company shall be required legally to make any payment for Tax from the sums payable under the Debenture Trust Deed, (“Tax Deduction”), the Company shall make such Tax Deduction, and shall simultaneously pay to the Debenture Holders such additional amounts as may be necessary in order that the net amounts received by the Debenture Holders after the Tax Deduction shall equal the respective amounts which would have been receivable by the Debenture Holders in the absence of such Tax Deduction.

6.26 Deemed Date of Allotment All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is 18th May, 2020 by which date the Investors would be intimated of allotment.

6.27 Record Date In relation to Debentures, shall mean the day falling 15 (fifteen) days prior to the date on which Coupon or any other monies is payable on the Debentures.

6.28 Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (Seven) days from the Deemed Date of Allotment of the Debentures. In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

6.29 Interest on Application Money No interest shall be paid on the application money from the Pay-In Date until the Deemed Date of Allotment.

6.30 PAN Number Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected.

6.31 Payment on Redemption Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date. The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account of the Debenture Holder(s) with NSDL/CDSL will be adjusted. On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished.

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Disclaimer: Please note that only those persons to whom this memorandum has been specifically addressed are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The list of documents provided above is only indicative, and an investor is required to provide all those documents / authorizations / information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revert to any investor for any additional documents / information, and can accept or reject an application as it deems fit. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.

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SECTION 7: DECLARATION

The Issuer declares that all the relevant provisions in the regulations/guidelines issued by SEBI and other applicable laws have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable laws, as the case may be. The information contained in this Information Memorandum is as applicable to privately placed debt securities and subject to information available with the Issuer. The extent of disclosures made in the Information Memorandum is consistent with disclosures permitted by regulatory authorities to the issue of securities made by the companies in the past. FOR NAIKNAVARE BUILDCON PRIVATE LIMITED

Authorised Signatory Name: Ranjit Dattaji Naiknavare Designation: Director DIN: 00151409 Date: 01st January, 2020 Place: Pune

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ANNEXURE I: TERM SHEET

AS PER CLAUSE 5.22 ISSUE DETAILS

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ANNEXURE II: RATING LETTER & RATING RATIONALE

62

ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

63

ANNEXURE IV: APPLICATION FORM

NAIKNAVARE BUILDCON PRIVATE LIMITED (A private limited company under the Companies Act, 2013)

Date of Incorporation: 07/01/2019 CIN: U45201PN2019PTC181200

Registered Office: CTS 1204-4, FP No. 568, Ghole Road, Pune - 411004 Telephone No: +91 020 41471111

Website: www.naiknavare.com

DEBENTURE SERIES APPLICATION FORM SERIAL NO. 1

ISSUE OF UPTO 25 SECURED RATED LISTED REDEEMABLE NON CONVERTIBLE DEBENTURES OF RS.10,00,000/- (RUPEES TEN LAKHONLY) EACH AGGREGATING UPTORS. 25,000,000/- (RUPEES TWO CRORES AND FIFTY LAC ONLY), FULLY PAID UP FOR CASH AT PAR TO THE FACE VALUE DEBENTURE SERIES APPLIED FOR: NA Number of Debentures: 10 In words: Ten Only Amount RS. 10,000,000/- (Rupees Two Crores Fifty Lac Only)

DETAILS OF PAYMENT: RTGS No. _____________ Drawn on_____________________________________________ Funds transferred to _________________________ Dated ____________ Total Amount Enclosed (In Figures) _____________ (In words) ______________________________________

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

ASK Real Estate Special Situations Fund-I

APPLICANT’S ADDRESS

ADDRESS Birla Aurora, Leval 16, Office Floor9,

STREET Dr Annie Besant Road

CITY Mumbai

64

PIN 400030 PHONE 022-66460000 FAX 022-24322855

APPLICANT’S PAN/GIR NO. AAFTA3186LIT CIRCLE/WARD/DISTRICT Ward 20(3)(4), Mumbai 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 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

___________________ Authorised Signatory

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

DEPOSITORY NSDL () CDSL ( )

DEPOSITORY PARTICIPANT NAME HDFC Bank Ltd

DP-ID 13012400

BENEFICIARY ACCOUNT NUMBER 04540966

NAME OF THE APPLICANT(S) ASK REAL ESTATE SPECIAL SITUATIONS FUND -I

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

A/c Name: ASK Real Estate Special Situations Fund – I Bank Name: Kotak Mahindra Bank Ltd. Branch Details 925-Sea Sequence, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025 Account Number Current A/c : 9833001373 IFSC Code KKBK0000963

FOR OFFICE USE ONLY DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

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We understand and confirm that the information provided in the Information Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer and 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 Company 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. 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 and hold the Issuer 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 realisation)

-------------------------------------------------(TEAR HERE)-------------------------------------------- [●]- ACKNOWLEDGMENT SLIP

(To be filled in by Applicant)SERIAL NO. 1

Received from _______________________________________________

Address________________________________________________________________ ______________________________________________________________________ Cheque/Draft/UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of application of _____________________ Debenture

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ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS

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ANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS

Illustration of Bond Cash Flows

Company Naiknavare Buildcon Private Limited

Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakhs only)

Issue Date / Date of Allotment 01st January, 2020

Redemption March, 28th 2023

Coupon Rate 18% p.a. (18% percent per annum]

Frequency of the Coupon Payment with specified dates

Payable when the Board of Directors of the Company determines Remainder Amount exists but only to the extent of the availability of the Remainder Amounts.

Day Count Convention Actual / Actual

Cash Flows (Scenario 1 – when call / put option not

exercised)

Date No. of days in Coupon

Period

Amount (in Rupees)

1st Coupon Saturday, March 28, 2021 315 155,342

2nd Coupon Sunday , March 28, 2022 365 180,000

3rd Coupon Monday, March 28, 2023 365 180,000

Principal Tuesday, March 28, 2023 365 1, 220,500^

Total;

1,735,842

Cash Flows (Scenario 2 – when call / put option is

exercised at the end of 3rd year i.e. after

36 months)*

Date No. of days in Coupon

Period

Amount (in Rupees)

1st Coupon Saturday, March 28, 2021 315 155,342

2nd Coupon Sunday , March 28, 2022 365 180,000

Principal Monday, March 28, 2022 365 1,364,600

Total;

1,699,942

^ Assuming a IRR of approximately 18% * The Promoters / Company can exercise call option by paying to the Investor a sum which along with the principal sums

invested by the Investor provides an IRR of 22%