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For Private Circulation only (For the Addressee only)Addressed to: ______________________

(THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT HAS BEEN PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02, 2015, AS AMENDED FROM TIME TO TIME, SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014)

INFORMATION MEMORANDUMTATA REALTY AND INFRASTRUCTURE LIMITED

A public company with limited liability incorporated on March 02, 2007 under the Companies Act, 1956Registered Office and Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai, Maharashtra 400033

Telephone No.: 022 6661 4444, Fax No: 022 6661 4452, Contact Person: Mr. Sudhakar Shetty, Company Secretary, Website: https://www. www.tatarealty.in

BACKGROUND

BACKGROUNDThis Information Memorandum is related to the Debentures to be issued by Tata Realty and Infrastructure 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 de-scribed under this Information Memorandum has been authorised by the Issuer through a resolution passed by the shareholders of the Issuer on September 29, 2020 pursuant to Section 42 of the Act read with applicable rules of the Act, a resolution passed by the shareholders of the Issuer on September 23, 2019 pursuant to Section 180(1)(c) of the Act and the resolution passed by the board of directors of the Issuer on April 17, 2019, in accordance with the pro -visions of the Act and the Memorandum and Articles of the Company.

GENERAL RISKSAs the Issue is being made on a private placement basis, this Information Memorandum has not been cleared by SEBI. The Issue has not been recom -mended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in debt instruments unless they can afford to take the risk attached to such in -vestments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the Issue including the risks involved in it. Specific attention of investors is invited to statement of Risk Factors contained under Section 3 of this Information Memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase the Debentures.

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

CREDIT RATINGThe Debentures proposed to be issued by the Issuer have been rated by ICRA Limited (the “Rating Agency”/ “ICRA”). The Rating Agency has assigned a rating of ‘AA (Stable) [Double A (Stable)]’ in respect of the Debentures. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own de-cision. The ratings may be subject to revision / review at any time by the Rating Agency and should be evaluated independently of any other ratings. Please refer to Annexure I of this Information Memorandum for, the letter dated October 15, 2020 from the Rating Agency assigning the credit rating abovemen-tioned and the rating rationale adopted by the Rating Agency for the aforesaid rating.

LISTINGThe Debentures are proposed to be listed on BSE. Please refer to Annexure XII of this Information Memorandum for a copy of the in-principle approval let -ter dated October 23, 2020 issued by BSE.

ISSUE SCHEDULE

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.

Debenture Trustee Registrar & Transfer Agent

IDBI Trusteeship Services LimitedAsian Building, Ground Floor,

17, R. Kamani Marg, Ballard Estate,

Mumbai-400001 Contact Person: Mr. Nilesh Palav

Website: www.idbitrustee.com

Universal Capital Securities Private Limited

(Formerly known as Mondkar Computers Pvt Ltd.)Address: 21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali

Caves Road, Andheri (East), Mumbai – 400 093 Tel :+91 (22) 2820 7203-05 / 2825 7641

F: +91 22 2820 7207Email: [email protected]

Contact Person: Mr. Ravindra UtekarWebsite: www.unisec.in

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Information Memorandum dated November 11, 2020 for issue of up to 4000 (Four Thousand) rated, listed, unsecured, redeemable non-convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of upto Rs. 400,00,00,000/- (Rupees Four Hundred Crores only) , on a private placement basis (the “Issue”).

Heads DateIssue Opens on November 11, 2020Issue Closes on November 11, 2020

Deemed Date of Allotment November 12 2020


TABLE OF CONTENTS

1. DEFINITIONS AND ABBREVIATIONS2. NOTICE TO INVESTORS AND DISCLAIMERS3. RISK FACTORS4. DISCLOSURES UNDER SEBI REGULATIONS5. DISCLOSURES PERTAINING TO WILFUL DEFAULT6. DISCLOSURES UNDER THE COMPANIES ACT7. APPLICANT’S DETAILS8. OTHER INFORMATION AND APPLICATION PROCESS8.1 Mode of Transfer/ Transmission of Debentures8.2 Debentures held in Dematerialised Form8.3 Trustee for the Debenture Holder(s)8.4 Sharing of Information8.5 Debenture Holder not a Shareholder8.6 Modification of Debentures8.7 Right to accept or reject Applications8.8 Notices8.9 Issue Procedure8.10 Application Procedure8.11 Fictitious Application8.12 Basis of Allotment8.13 Payment Instructions8.14 Persons who may apply8.15 Procedure for Applying for Dematerialised Facility8.16 Depository Arrangements8.17 List of Beneficiaries8.18 Application under Power of Attorney8.19 Documents to be provided by Investors8.20 Applications to be accompanied with Bank Account Details8.21 Succession8.22 Mode of Payment8.23 Effect of Holidays8.24 Tax Deduction at Source8.25 Letters of Allotment8.26 Deemed Date of Allotment8.27 Record Date8.28 Refunds8.29 Interest on Application Money8.30 Pan Number8.31 Payment on Redemption9. DECLARATIONANNEXURE I: RATING LETTER AND RATING RATIONALEANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEEANNEXURE III: APPLICATION FORMANNEXURE IV: AUDITED FINANCIAL STATEMENTSANNEXURE V: SUMMARY FINANCIAL POSITION (AUDITED)ANNEXURE VI: CASH FLOW STATEMENTS (AUDITED)ANNEXURE VII: INDICATIVE CASHFLOW SCHEDULEANNEXURE VIII: RELATED PARTY TRANSACTIONSANNEXURE IX: COPY OF BOARD RESOLUTIONANNEXURE X: COPY OF SHAREHOLDERS’ RESOLUTIONSANNEXURE XI: TERM SHEETANNEXURE XII: IN PRINCIPLE LISTING APPROVALANNEXURE XIII: REMUNERATION OF DIRECTORSANNEXURE XIV: DETAILS OF LITIGATIONS

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1. DEFINITIONS AND ABBREVIATIONS

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

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

Applicable Law 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 governmental authority in India and any modifications or re-enactments thereof that are relevant to Debentures.

Applicants The investor who applies for subscription to the Debentures by submitting a valid Application Form.

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

Application Money The money credited by the Applicant to the Issuer’s bank account for the purpose of subscription of NCD.

Articles ofAssociation/ Articles

The articles of association of the Issuer, as amended from time to time.

Board/Board of Directors The Board of Directors of the Issuer and includes any authorised commit-tee of directors, formed or to be formed in this regard.

Business Day A day (other than a Saturday/Sunday or a bank holiday) on which banks are normally open for business in Mumbai.

BSE BSE LimitedCDSL Central Depository Services Limited. Companies Act/ the Act The Companies Act, 2013, and to the extent not repealed and replaced by

the Companies Act, 2013, shall mean the Companies Act, 1956. Debentures / NCDs 4000 (Four Thousand) rated, listed, unsecured, redeemable non-convert-

ible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of Rs. 400,00,00,000/- (Ru-pees Four Hundred Crores only)

Debenture Holders / Investors Initially, the persons to whom the Information Memorandum has been is-sued to and who have subscribed the Debentures in the primary market and thereafter shall mean and include any Person to whom the Deben-tures are transferred to, each who fulfils the following requirements:

(a) Persons who are registered as such as the Beneficial Owners; and

(b) Persons who are registered as debenture holder(s) in the Register of Debenture Holder(s);

(in the event of any inconsistency between sub paragraph (a) and (b) above, sub paragraph (b) shall prevail).

Deemed Date of Allotment November 12, 2020Debenture Trustee / Trustees IDBI Trusteeship Services LimitedDebenture Trust Deed The Deed to be executed between the Company and the Debenture

Trustee setting out the roles and responsibilities of the Debenture Trustee in connection with the issuance of the Debentures.

Default Interest Shall have the meaning assigned to the term in Section 4.20 of this In-formation Memorandum

Demat Refers to dematerialized securities which are securities that are in elec-tronic form and not in physical form, with the entries noted by the Deposit-ory.

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

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Depository A Depository registered with SEBI under the SEBI (Depositories and Par-ticipant) Regulations, 1996, as amended from time to time with whom the Issuer has made arrangements for dematerializing the Debentures.

Depository Participant / DP A depository participant as defined under the Depositories Act.Director(s) Director(s) of the Issuer unless otherwise mentioned.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 Pay-

ments, including upon occurrence of any Event of Default or upon early redemption in terms of the Transaction Documents.

Early Redemption Date Shall have the meaning assigned to the term in Section 4.20 of this In-formation Memorandum

Early Redemption Option Shall have the meaning assigned to the term in Section 4.20 of this In-formation Memorandum

EBP Guidelines The guidelines issued by SEBI with respect to electronic book mechanism under the terms of the SEBI Circular dated January 5, 2018 (bearing ref-erence number SEBI/HO/DDHS/CIR/P/2018/05) read with the SEBI Cir-cular dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122) and the operational guidelines issued by the rel-evant Electronic Book Provider, as may be amended, clarified or updated from time to time.

Electronic Book Provider/ EBP Shall have the meaning assigned to such term under the EBP Guidelines. EFT Electronic Fund Transfer.Event of Default Shall mean any of the events described as an ‘Event of Default’ in the

Transaction Documents. Final Settlement Date shall mean the date on which the Debentures have been redeemed in full

on the scheduled Maturity Date in accordance with the terms of the Trans-action Documents and the Debenture Trustee (acting on the instructions of the Debenture Holders) has provided a written confirmation of the same to the Issuer (with a copy marked to the Debenture Holders).

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

IBC Shall mean Insolvency and Bankruptcy Code, 2016, as amended from time to time.

ICRA Shall mean ICRA Limited, a company incorporated under Companies Act, 1956 and having its registered office at Wockhardt Tower, Level 4, West Wing, Plot C-2, G Block, Bandra Kurla Complex, Bandra (East), Mumbai MH 400051

ICCL Indian Clearing Corporation Limited, being the clearing corporation of BSE.

Issue Private placement of the Debentures.Issue Opening Date Subject to any change to the Issue Schedule by the Issuer, the Issue

Opening Date shall be as indicated on the cover page.Issue Closing Date Subject to any change to the Issue Schedule by the Issuer, the Issue

Opening Date shall be as indicated on the cover page.Issuer/ Company Tata Realty and Infrastructure LimitedMajority Debenture Holders Debenture Holder(s) holding an aggregate amount representing not less

than 75% (Seventy Five Percent) of the value of the nominal amount of the Debentures for the time being outstanding.

Management Control shall in relation to any person, mean the right of another person to (i) ap-point majority of the members of the governing body of the said person, and (ii) control the functioning of the said person whether pursuant to its control over the governing body of the said person or otherwise.

Material Adverse Effect means the effect or consequence of an event, circumstance, occurrence or condition which has caused or likely to cause (whether by efflux of time or upon an act of any Person or otherwise), as of any date of determina-tion a material and adverse effect on:

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(a) ability of the Company to perform their obligations under the Transac-tion Documents:

(b) the validity or enforceability of, or the effectiveness of any Transac-tion Documents.

Maturity Date November 10, 2023, subject to Early Redemption Date or acceleration pursuant to occurrence of any Event of Default or early redemption pur-suant to the terms of the Transaction Documents.

Memorandum of Association/ Memorandum

The Memorandum of Association of the Issuer, as amended from time to time

N.A. Not ApplicableNSDL National Securities Depository LimitedPAN Permanent Account NumberPayments Shall mean any and all payments to be made by the Issuer in relation to

the Issue and the Debentures including the Principal Amount, Default In-terest, Redemption Premium, remuneration of the Debenture Trustee, li-quidated damages, if any, and all fees, costs, charges, expenses and other monies payable in terms of the Transaction Documents.

Principal Amounts means the aggregate face value of the DebenturesPromoter Shall mean Tata SonsRBI Reserve Bank of IndiaRate of Return Shall have the meaning assigned to the term in Section 4.20 of this In-

formation Memorandum.Rating Agency ICRA LimitedRecord Date The date which will be used for determining the Debenture Holders who

shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 14 (Fourteen) days prior to any Due Date. It is clarified that the Record Date will always be determined with reference to the ori-ginal Due Date irrespective of whether the original due date falls on a Business Day or not.

Redemption Dates The Redemption Date for the Debentures shall be November 10, 2023, subject to Early Redemption Date or acceleration upon occurrence of an Event of Default in terms of the Transaction Documents.

Redemption Premium Shall have the meaning assigned to the term in Section 4.20 hereinR&T Agent Registrar and Transfer Agent to the Issue, in this case being Universal

Capital Securities Private LimitedROC Registrar of CompaniesRs. / INR Indian National RupeeRTGS Real Time Gross SettlementSEBI Securities and Exchange Board of India, constituted under the Securities

and Exchange Board of India Act, 1992 (as amended from time to time).SEBI Electronic Book Mechanism Guidelines

The guidelines issued by SEBI and pertaining to the Electronic Book Mechanism set out in the terms specified by the SEBI in its Circular dated January 05, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/05) titled ‘Electronic book mechanism for issuance of securities on private placement basis’ read along with the related Clarifications dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122), and the related operational guidelines issued by the con-cerned Electronic Book Provider, as may be amended, clarified or up-dated from time to time.

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

Special Resolution Means a resolution passed by the Debenture Holders (whether at a meet-ing of the Debenture Holders or by way of a circular resolution) with ap-proval of such number of Debenture Holders whose participation or share in the Principal Amount(s) outstanding with respect to the Debentures ag-gregate to more than 75% of the value of the nominal amount of the

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Debentures for the time being outstanding.Tata Sons Tata Sons Private Limited, a company registered under the provisions of

the Companies Act, 1956 and having its registered office at Bombay House, 24, Homi Mody Street, Mumbai – 400 001

TDS Tax Deducted at Source Transaction Documents The documents executed or to be executed in relation to the issuance of

the Debentures, in this case being, (i) this Information Memorandum, (ii) the Debenture Trustee Agreement (iii) the Debenture Trust Deed (iv) rat-ing letter and rating rationale (v) letter of appointment of registrar & trans-fer agent (vi) consent letter from Debenture Trustee and (vii) any other documents that may be designated by the Debenture Trustee as a Trans-action Document.

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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 is being made strictly on a private placement basis and is proposed to be listed. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general.

This Information Memorandum has been prepared solely to provide general information about the Issuer to in-vestors to whom it is addressed and who, being permitted pursuant to the provisions of this Information Memor-andum, are willing to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any potential investor may require. Further, this Information Memorandum has been pre-pared 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 in-tended 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 contem-plating 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 considera-tions 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. It is the re-sponsibility of the Investors to also ensure that they will sell these Debentures in strict accordance with the terms and conditions of this Information Memorandum and Applicable Laws, so that the sale does not constitute an of-fer for sale to the public within the meaning of the Companies Act.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorpor-ated by reference herein, if any) contains all the information that is material in the context of the Issue and regu -latory requirements in relation to the Issue and is accurate in all such material respects. No person has been au-thorized 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 author-ized by the Issuer. Further, the Issuer accepts no responsibility for statements made otherwise than in the In-formation Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reli -ance on any source of information other than this Information Memorandum would be doing so at its own risk.

This Information Memorandum and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients may apply for the Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom application forms along with this Informa-tion Memorandum being issued have been sent. Any application by a person to whom the Information Memor-andum has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Is -suer. 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 the Issuer or other parties in connection with the Issue. This Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (in-cluding this Information Memorandum) without retaining any copies thereof. If any recipient of this Information

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Memorandum decides not to participate in the Issue, that recipient must promptly return this Information Memor-andum 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 to reflect subsequent events after the date of Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or soli -citation 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 Deben -tures or the distribution of this Information Memorandum in any jurisdiction where such action is required. Per-sons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to potential Investors in the Is-sue on the strict understanding that it is confidential.

2.2 DISCLAIMER OF THE TRUSTEE

The Issuer confirms that all necessary disclosures have been made in the Information Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective investors should consult their own finan-cial, legal, tax and other professional advisors as to the risks and investment considerations arising from an in-vestment in the Debentures and should possess the appropriate resources to analyze such investment and suit -ability of such investment to such investor’s particular circumstance. Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experi-enced in investing in debt markets and are able to bear the economic risk of investing in such instruments. The Trustees, ipso facto do not have the obligations of a borrower or a principal debtor or as to the monies paid/in-vested by investors for the Debentures.

2.3 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under the clause titled “Persons who may apply” of this In-formation Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai. This Information Memorandum does not constitute an offer to sell or an invit-ation 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.

2.4 DISCLAIMER IN RESPECT OF RATING AGENCY

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on informa-tion 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/instru-ments are rated by the Rating Agency has paid a credit rating fee, based on the amount and type of bank facilit -ies/instruments.

2.5 FORCE MAJEURE

The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In

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such an event, the Company will refund the Application Money, if any, collected in respect of the Issue in accord-ance with the Information Memorandum without assigning any reason.

2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depository(ies) 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.

2.7 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Information Memorandum shall be filed with 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 com-pleteness 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.

2.8 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 vet-ted 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.

Each recipient of the Information Memorandum acknowledges that each recipient has been afforded an oppor-tunity to request and to review and has received all additional information considered by the recipient to be ne-cessary to verify the accuracy of or to supplement the information contained therein. The Company has prepared this Information Memorandum and the Company is solely responsible for its con-tents. All the information contained in this Information Memorandum has been provided by the Company or is from publicly available information.

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3. RISK FACTORS

The following are the risks relating to the Issuer, the Debentures and the market in general envisaged by the management of the Issuer. Potential investors should carefully consider all the risk factors in this Information Memorandum for evaluating the Issuer and its business and the Debentures before making any investment de-cision relating to the Debentures. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Debentures but does not represent that the statements below regarding risks of holding the Debentures are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this Information Memorandum and reach their own views prior to making any investment decision.

3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER

Potential investors should be aware that receipt of the Principal Amount, Coupon Payment and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential in -vestors 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 bank-ruptcy are instituted by or against the Issuer, the payment of Payments may not be made or may be substantially reduced or delayed.

3.2 THE SECONDARY MARKET FOR THE DEBENTURES MAY BE ILLIQUID

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors may have to hold the Debenture until redemption to realize any value.

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 Issuer, there is a possibility that the Rating Agency may downgrade the rating of the Debentures. In such cases, potential Investors may incur losses on revaluation of their investment or make provisions towards sub-standard/non-performing investment as per their usual norms.

3.4 CHANGES IN INTEREST RATES MAY AFFECT THE PRICE OF THE DEBENTURES

All securities where a fixed rate of interest is offered, such as this Issue, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the pricing of Debentures.

3.5 TAX, LEGAL AND ACCOUNTING CONSIDERATIONS

Special tax, accounting and legal considerations may apply to certain class/ types of investors. Potential in-vestors are advised to consult with their own tax, accounting and legal professional advisors to determine the tax, accounting, legal or other implications of their investment in the present Issue.

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 profitabil-ity of the Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.

3.7 LEGALITY OF PURCHASE

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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 compli -ance by that potential investor with any law, regulation or regulatory policy applicable to it.

3.8 THE ISSUER’S BUSINESS IS HEAVILY DEPENDENT ON THE PERFORMANCE OF THE REAL ES-TATE MARKET.

The Issuer’s business is heavily dependent on the performance of the real estate market in India, particularly in the regions in which the Issuer operates, and could be adversely affected if market conditions deteriorate. Real estate projects take a substantial amount of time to develop, and given that the real estate market both for land and developed properties is relatively illiquid, there may be high transaction costs as well as little or insufficient demand for land or developed properties at the expected rental or sale price, as the case may be, which may limit the Issuer’s ability to respond promptly to market events. Further, the Issuer’s profitability could be adversely affected if it purchases land at high prices and the Issuer has to sell or lease the projects developed on these lands during weaker economic periods. Further the Issuer has also undertaken few development management contracts for the development of project owned by the land owners with a fee based income for the Issuer, which extensively depends upon the performance of the project, its developability, sales price of product, revenue of the project, fund availability for the project, credibility and reputation of the land owners etc.

Further, on account of outbreak of the COVID-19 pandemic across the world in the last quarter of FY20 has resulted in disruption of the business activities. The lockdown conditions across the world especially since the month of March 2020 have severely impacted the business operations, coming at the crucial time of the year-end. The economic impact of the pandemic has already started reflecting on the business and has dampened the sentiments. Its impact will be clear as the picture pans out.

3.9 IN CASE THE ISSUER FACES INTENSE COMPETITION IN ITS BUSINESS, THE ISSUER MAY NOT BE ABLE TO COMPETE EFFECTIVELY, PARTICULARLY IN REGIONAL MARKETS AND IN ITS NEW BUSINESSES.

The Issuer operates in highly competitive markets, and competition in these markets is based primarily on the availability and cost of land banks. To remain competitive, the Issuer has to continuously strive to reduce pro-curement costs and improve operating efficiencies. The Issuer also faces competition from both domestic and foreign companies in bidding for new property development projects. The Issuer’s business plan is to expand across India. As the Issuer seeks to diversify its regional focus, it faces the risk that some of its competitors, who are also engaged in real estate development, may be better known in other markets, enjoy better relationships with landowners and joint venture partners, gain early access to information regarding attractive parcels of land and be better placed to acquire such land. The Issuer must also compete with an increasing number of commer-cial real estate developers. Increasing competition could result in price and supply volatility, which could cause its business to suffer.

The Issuer’s exposure to risks including delays in acquisition of land, construction delays, delay in regularity ap-proval, unanticipated costs increases, changes in the regulatory environment, political environment and its inabil-ity to negotiate satisfactory arrangements with joint venture partners is enhanced. The business environment may materially change, and the Issuer may not have the ability to modify its existing arrangements/development plans to reflect these changes and its commitments under these arrangements may restrict its ability to imple-ment changes in its business plan. This may limit the Issuer’s business flexibility, expose it to an increased risk of unforeseen business and industry changes and could have a material adverse effect on its business, financial condition and results of operations.

3.10 POLITICAL AND ECONOMIC RISK IN INDIA

The Issuer operates mainly within India and, accordingly, a substantial part of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could result in a slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Issuer has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operations and financial condition. The Issuer’s performance and the quality

11


and growth of its assets are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian economy could adversely affect the business, future financial performance and results of operations of the Issuer.

3.11 OUR BUSINESS IS SUBJECT TO THE RECENTLY INTRODUCED REAL ESTATE (REGULATION AND DEVELOPMENT) ACT, 2016 (THE “RERA”). THERE ARE PENALTIES THAT WE MAY BE LI-ABLE TO PAY IN EVENT OF DELAY IN THE PROJECT.

The Government has notified the RERA. The RERA has been introduced to regulate the real estate industry and ensuring, amongst others, imposition of certain responsibilities on real estate developers and accountability to-wards customers and protection of their interest. The RERA has imposed certain obligations on real estate de-velopers, including us, such as mandatory registration of real estate projects, not issuing any advertisements or accepting advances unless real estate projects are registered under RERA, maintenance of a separate escrow account for amounts realized from each real estate project and restrictions on withdrawal of amounts from such escrow accounts and taking customer approval for major changes in sanction plan. In addition, we will have to comply with state specific legislations which will be enacted by the respective State Government, where our on-going projects are or future projects maybe located, due to the introduction of RERA. Compliance with the provi-sions of RERA or such state specific legislations will require significant management and financial resources, and we may need to allocate additional resources, which may increase our regulatory compliance costs and divert management attention. Further, any non-compliance of the provisions of RERA or such state specific legislations may result in punishments (including fines and/or imprisonment) and revocation of registration of our ongoing projects which may have a material and adverse impact on our business, operations and financial condition.

In addition, some of the sale agreements which we enter into with our residential customers contain penalty clauses wherein we are liable to pay interests payments to our customers due to completion delays. Further, a buyer of our residential unit may also terminate his arrangements with us if we fail to deliver the unit as per the timelines mentioned under the sale agreement, and we may be liable to refund the amount along with interest. We might also be exposed to penalties under RERA. The aggregate penalties we may be liable to pay in the event of delays may affect the overall profitability of the project and therefore adversely affect our business, res-ults of operations and financial condition.

3.12 RISKS RELATING TO OUR BUSINESS

A. There are material outstanding legal proceedings involving our Company, its subsidiaries, associates, directors and group companies

There are material outstanding legal proceedings involving the Company, its subsidiaries, associates, directors and group companies. These proceedings are pending at different levels of adjudication before various courts, tribunals, enquiry officers and appellate tribunals. The brief details of such material out-standing litigations are listed in Annexure XIV of this Information Memorandum. Such proceedings could divert management time and attention, and consume financial resources in their defense or prosecution. Should any new developments arise, such as any rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements that could increase expenses and current liab-ilities. Further, an adverse outcome in any of these proceedings may affect our reputation, standing and future business, and could have an adverse effect on our business, prospects, financial condition and results of operations. We cannot assure you that any of these proceedings will be decided in favour of the Company, its subsidiaries, associates, directors and group companies, or that no further liability will arise out of these proceedings.

B. We rely on independent contractors to execute our projects and any failure on their part to perform their obligations could adversely affect our business, results of operations, and cash flows

We utilize independent contractors to execute our projects. If a contractor fails to perform its obligations satisfactorily or within the prescribed time periods with regard to a project, or terminates its arrangement with us, we may be unable to develop the project within the intended timeframe and at the intended cost. If this occurs, we may be required to incur additional cost or time to develop the property to appropriate quality standards in a manner consistent with our development objective, which could result

12


in reduced profits or, in some cases, significant penalties and losses which we may not be able to recover from the relevant independent contractor. We cannot assure you that the services rendered by any of our independent contractors will always be satisfactory or match our requirements for quality. In addition, we may be subject to claims in relation to defaults and late payments to our contractors, which may adversely affect our business, results of operations, and cash flows.

C. Significant increases in prices of, or shortages of, or delay or disruption in supply of labour and key building materials could affect our estimated construction cost and timelines resulting in cost overruns or less profit.

We procure building materials for our projects, such as steel, cement, flooring products, hardware, bitumen, sand and aggregates, doors and windows, bathroom fixtures and other interior fittings, from third-party suppliers. The prices and supply of basic building materials and other raw materials depend on factors outside our control, including cost of their raw materials, general economic conditions, competition, production costs and levels, transportation costs, indirect taxes and import duties. Our ability to develop and construct projects profitably is dependent on our ability to obtain adequate and timely supply of building materials within our estimated budget. As we source our building materials from third parties, our supply chain may be interrupted by circumstances beyond our control. Poor quality roads and other transportation-related infrastructure problems, inclement weather and road accidents may also disrupt the transportation of supplies. Prices of certain building materials and, in particular, cement and steel prices, are susceptible to rapid increases. Further, we operate in a labour-intensive industry and if we or our contractors are unable to negotiate with the labour or their sub-contractors, it could result in work stoppages or increased operating costs as a result of higher than anticipated wages or benefits. In addition, it may be difficult to procure the required labour for ongoing or planned projects. During periods of shortages in the supply of building materials or labour, we may not be able to complete projects according to our previously determined time frames, at our previously estimated project costs, or at all, which may adversely affect our results of operations and reputation. In addition, during periods where the prices of building materials or labour significantly increase, we may not be able to pass these price increases on to our customers, which could reduce or eliminate the profits we intend to gain from our projects. These factors could adversely affect our business, results of operations and cash flows.

3.13 INTERNAL RISKS

A. The Issuer may enter into arrangements with various third parties to acquire land or development rights and the Issuer cannot assure you that such parties have acquired ownership rights or clean title in re-spect of these lands. Issuer cannot assure you that land and property acquired/purchased by the Issuer have the absolute ownership rights or clean title in respect of the lands.

B. The Issuer may have entered into development agreements which do not convey any interest in the im-movable property to the Issuer and only the development right is transferred in favour the Issuer. Fur-ther, investments through development agreements involve risks, including the possibility that the devel-opment partners may fail to meet their obligations under the development agreement, causing the whole project to suffer.

C. The Issuer is dependent upon third party entities for the construction and development of its projects, which entails certain risks including limited control over the timing or quality of services and sophistic-ated machinery or supplies provided by such third parties.

D. Increase in prices of, shortages of, or delays or disruptions in the supply of building materials or labour could adversely affect the business, financial condition and results of operations of the Issuer.

E. The Issuer may not be able to add to or replenish the existing land bank (including development rights) by acquiring suitable sites or entering into development agreements for suitable sites in locations with growth potential and at reasonable cost, which may adversely affect its business and prospects.

F. The Issuer may be required to make certain advance payments to the owners of the land when it enters into joint development agreements, which may not be recoverable. Further, the Issuer may be required to pay certain penalties or liquidated damages in the event of any delay in the completion of the devel-

13


opment within the time frame specified in the joint development agreements or joint venture agree-ments.

G. The Issuer’s inability to acquire ownership of or development rights over parcels of land may affect its future development activities and business prospects, financial condition and result of operations.

H. If the Issuer fails to anticipate and respond to customer requirements, business and prospects of the Is-suer could be adversely affected.

I. The Issuer is dependent on its senior management and key personnel and its ability to retain them and attract new key personnel when necessary is an important component of success.

3.14 RISKS IN RELATION TO ENFORCEMENT

A. Significant delays may be faced in court proceedings in India.

The Debenture Trustee and/or the Debenture Holders may need to seek recourse to Indian courts to enforce their rights under the Transaction Documents and/or in respect of the Debentures in the event that the Issuer fails to honour its obligations in relation to the Debentures. It is not unusual for court pro -ceedings in India to continue for extended periods. Disposition of cases may be further subject to vari-ous delays including multiple levels of appellate adjudication.

B. Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts.

The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Deben-tures, and the Transaction Documents, or otherwise vested in it by law, will be subject to general equit -able principles, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders.

The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities, including monies due and payable to secured creditors of the Issuer, preferred by law on an insolvency of the Issuer.

3.15 RISKS RELATED EXTERNAL FACTORS

A. Our business is substantially affected by prevailing economic, political and other prevailing conditions in India.

We are incorporated in and substantially all our operations are located in India. As a result, we are highly dependent on prevailing economic conditions in India and our results of operations are significantly affected by factors influencing the Indian economy. Factors that may adversely affect the Indian economy, and hence our results of operations, may include:

i. any increase in Indian interest rates or inflationii. any exchange rate fluctuations; iii. any scarcity of credit or other financing in India, resulting in an adverse impact on economic

conditions in India and scarcity of financing for our expansions;iv. prevailing income conditions among Indian consumers and Indian corporates;v. volatility in, and actual or perceived trends in trading activity on, India’s principal stock

exchanges;vi. changes in India’s tax, trade, fiscal or monetary policies; vii. political instability, terrorism or military conflict in India or in countries in the region or globally,

including in India’s various neighbouring countries;viii. occurrence of natural or man-made disasters; ix. prevailing regional or global economic conditions, including in India’s principal export markets; x. any downgrading of India’s debt rating by a domestic or international rating agency; xi. financial instability in financial markets; and

14


xii. other significant regulatory or economic developments in or affecting India or its construction sector.

B. Land is subject to compulsory acquisition by the government and compensation in lieu of such acquisition may be inadequate.

The right to own property in India is subject to restrictions that may be imposed by the Government. In particular, the Government under the provisions of the Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 (the “Land Acquisition Act”) has the right to compulsorily acquire any land if such acquisition is for a “public purpose,” after providing compensation to the owner. However, the compensation paid pursuant to such acquisition may not be adequate to compensate the owner for the loss of such property. The likelihood of such acquisitions may increase as central and state governments seek to acquire land for the development of infrastructure projects such as roads, railways, airports and townships. Additionally, we may face difficulties in interpreting and complying with the provisions of the Land Acquisition Act due to limited jurisprudence on them or if our interpretation differs from or contradicts any judicial pronouncements or clarifications issued by the government. In the future, we may face regulatory actions or we may be required to undertake remedial steps. Any such action in respect of any of the projects in which we are investing or may invest in the future may adversely affect our business, financial condition or results of operations.

15


4. DISCLOSURES UNDER SEBI REGULATIONS

4.1 Documents submitted to the exchanges

The following documents have been submitted to the stock exchange:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Deben-tures;

B. Copy of audited Annual Reports for the last 3 (Three) years and audited accounts for the period ended September 30, 2020;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;D. Copy of the board / committee Resolution authorising the issue of Debentures and list of authorised sig-

natories;E. Any other particulars or documents that the stock exchange may call for as it deems fit.

4.2 Documents submitted to the Debenture Trustee

The following documents have been submitted to the Debenture Trustee in electronic form (soft copy) at the time of allotment of Debentures:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Deben-

tures;B. Copy of the audited Annual Reports for the last 3 (Three) years and for period ended September

30,2020;C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;D. Latest audited / limited review half yearly consolidated and standalone financial information (profit & loss

statement, balance sheet and cash flow statement) and auditor qualifications, if any.E. An undertaking to the effect that the Issuer would, till the redemption of the Debentures, submit the de-

tails mentioned in point (D) above to the Debenture Trustee within the timelines as mentioned in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Issuer shall also promptly submit to the Debenture Trustee all the other documents/intimations as are required to be submitted under the provisions of Regulation 56 of the SEBI (Listing Obligations and Disclosure Re-quirements) Regulations, 2015. Further, the Issuer shall within 180 (One Hundred and Eighty) 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’ (QIBs) and other existing debenture holders within 2 (Two) Business Days of their specific request.

4.3 Issuer Information

Name: Tata Realty and Infrastructure Limited

Registered Office and Corporate Office of the Issuer: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai Mumbai City, Maharashtra 400033

Compliance Officer of Issuer: Mr. Sudhakar Shetty, Vice President and Com-pany Secretary

Address: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai Mumbai City, Maharashtra 400033

CFO of Issuer: Mr. Sanjay SharmaAddress: E Block, Voltas Premises, T. B. Kadam Marg

Chinchpokli Mumbai Mumbai City, Maharashtra 400033

Trustee to the Issue: IDBI Trusteeship Services Limited

16


Address: Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai-400001

Registrar to the Issue: Universal Capital Securities Private Limited Address: 21, Shakil Niwas, Opp. Satya Saibaba Temple,

Mahakali Caves Road, Andheri (East), Mumbai – 400 093

Credit Rating Agency of the Issue: ICRA LimitedAddress: 3rd Floor, Electric Mansion Appasaheb Marathe

Marg, Prabhadevi,Mumbai - 400 025

Auditors of the Issuer: Deloitte Haskins and Sells LLP,

Chartered AccountantAddress: Indiabulls Finance Centre, Tower 3, 27th-32nd

Floor, Senapati Bapat Marg, Elphinstone Road, Mumbai 400013

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

A. Overview:

Tata Realty and Infrastructure Limited is in the business of developing assets in the real estate & infra-structure sphere in India. On the real estate side, the Issuers’ primary focus is development & leasing of rent yielding assets like commercial office spaces, IT Parks / ITES and retail assets. Over the years, the company has developed world class real estate projects across diverse business categories. In the in-frastructure sphere, the company is into development of roads and urban transport projects such as metro etc. The Issuer appoints leading experts and contractors to execute these projects and ensures customer satisfaction by keeping high quality standards in project delivery. The Issuers core competen-cies comprise understanding of real estate / infrastructure business needs, understanding of govern-ment interfaces, ability to financially appraise projects, ability to attract best in class partners, skilled hu-man resource, ability to create enduring relationships with partners and ability to maintain the asset over its life.

B. Corporate Structure: as on 30.9.2020

Sr. No. Company's Subsidiaries (direct/indirect) Nature of Interest

1 Acme Living Solutions Private Limited Subsidiary2 Gurgaon Construct Well Pvt. Ltd. Subsidiary3 Gurgaon Realtech Ltd. Subsidiary4 TRIF Gurgaon Housing Projects Pvt. Ltd. Subsidiary5 Arrow Infraestate Pvt. Ltd. Subsidiary6 TRIL Roads Pvt. Ltd. Subsidiary7 TRIL Urban Transport Pvt Ltd Subsidiary8 Wellkept Facility Management Services Private Limited (Previ-

ously known as TRIL Hospitality Private Limited)Subsidiary

9 TRIL Constructions Ltd. Subsidiary10 HV Farms Private Ltd Subsidiary11 TRIL IT4 Private Ltd (Formerly known as Albrecht Builder Pvt

Ltd)Joint Venture

12 Mikado Realtors Private Limited Joint Venture13 Industrial Minerals and Chemical Company Private Limited Joint Venture14 TRIL Infopark Limited Subsidiary15 Hampi Expressways Pvt. Ltd Subsidiary16 Dharamshala Ropeway Limited Subsidiary

17


17 MIA Infrastructure Private Limited Subsidiary18 Matheran Rope-way Private Limited Subsidiary19 Uchit Expressways Private Limited Subsidiary20 TRPL Roadways Private Limited Subsidiary21 Durg Shivnath Expressways Private Limited (Formerly known as

SMS Shivnath Infrastructure Private Limited)Subsidiary

22 Pune IT City Metro Rail Limited Subsidiary23 International Infrabuild Private Limited Subsidiary24 TRIL Bengaluru Real Estate One Private Limited Subsidiary25 TRIL Bengaluru Real Estate Two Private Limited Subsidiary26 TRIL Bengaluru Real Estate Three Private Limited Subsidiary27 Pune Solapur Expressways Private Limited Joint Venture28 A & T Road Construction Management and Operation Pvt Ltd Joint Venture

The subsidiaries/Associates/Joint Ventures of the Company are engaged in real estate and infrastructure sec-tors.

Key Operational and Financial Parameters for the last 3 audited years and for a period ended September 30, 2020 (on a standalone basis):

Parameters Six monthEnded

30.9.2020 (Rs. Cr.)(IND AS)

FY19-20(Rs. Cr.)(IND AS)



For Non-Financial Entities Networth 2,910.25 2,934.27 1,986.86 1,897.46 Total Debt 2,369.62 2,747.16 2,771.24 2,420.06 of which

Non Current Maturities of Long Term Borrowing

670 1,394.19 724.60 1,823.11

Short Term Borrowing 975.09 953.03 946.85 596.95 Current Maturities of Long Term Borrowing

724.53 399.94 1,099.79 -

Net Fixed Assets 17.16 18.19 17.98 14.55 Other Non Current Assets 5,077.06 4,901.96 4,751.42 3,996.98 Cash and Cash Equivalents 243.79 255.80 4.45 9.56 Current Investments 83.5 711.79 3.11 69.66 Other Current Assets 396.62 375.80 491.51 624.93 Other Current Liabilities 286.91 305.93 239.16 218.07 Net Sales (Revenue from Operations) 54.15 175.85 144.93 132.02 EBITDA 37.95 85.21 58.01 23.81 EBIT 36.88 83.29 56.61 22.35 Interest 105.18 284.96 229.89 196.72 PAT (63.88) (225.85) (186.27) (180.34) Dividend amounts - - - - Current ratio 0.36 0.81 0.22 0.86 Interest Coverage Ratio 0.35 0.29 0.25 0.11 Gross Debt/ Equity Ratio 0.82 0.95 1.40 1.28 Debt Service Coverage Ratio 0.02 0.06 0.03 0.04

18


C. Gross Debt: Equity Ratio of the Issuer:

Before the issue of Debentures 0.82

After the issue of Debentures 0.96*Note: For the calculation of above ratios, Net worth as on 30th Sep 2020 is considered. Debt nos. are as of latest date.

4.5 Brief history of Issuer since its incorporation

A. Details of Share Capital as on last quarter end i.e. Sep 30, 2020:

Share Capital Aggregate value at face value (Rs. in crore)

A) AUTHORISED SHARE CAPITAL800,00,00,000 (Eight Hundred Crore) Equity Shares of Rs. 10/- (Ru-pees Ten) Each

8000

Total 8000B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

161,73,07,692 (One Hundred Sixty One Crore Seventy-Three Lakh Seven Thousand Six Hundred and Ninety-Two) Equity Shares of Rs. 10/- (Rupees Ten) Each

1617.31

Total 1617.31

B. Changes in its capital structure as on the last quarter end i.e. Sep 30, 2020, for the last five years:

Date of Change (AGM/EGM)

Rs. Particulars

EGM 23.09.2019 8000,00,00,000 Authorised Share capital was increased from Increased from Rs. 3,000 Crore to Rs. 8000,00,00,000/- (Rupees Eight Thousand Crore Only) divided into 800,00,00,000 (Eight Hundred Crore only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

EGM 16.11.2018 3000,00,00,000 Rs. 3000,00,00,000/- (Rupees Three Thousand Crore Only) divided into 200,00,00,000 (Two Hundred Crore only) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 100,00,00,000 (One Hundred Crore only) 5% Non-Cumulative Non-Convertible Preference Shares of Rs. 10/- (Rupees Ten only) to Rs. 3000,00,00,000/- (Rupees Three Thousand Crore Only) divided into 300,00,00,000 (Three Hundred Crore only) Equity Shares of Rs. 10/- (Rupees Ten Only)

C. Equity Share Capital History of the Company as on last quarter end i.e. Sep 30, 2020, for the last five years:

19


Date of Allot-ment

Noof Equity Shares

FaceValue (Rs)

IssuePrice(Rs)

Consider-ation

(Cash, other than cash, etc)

Nature ofAllotment

Cumulative Remarks

No. ofEquity Shares

EquityShare Capital

(Rs)

Equity Share

Premium (in Rs)

9th March, 2007

50,000 10 5,00,000

Cash

Subscrip-tion Shares

50,000 5,00,000

- -

30th March, 2007

1,49,50,000 10 14,95,00,000 Further Is-sue

1,50,00,000

15,00,00,000

- -

4th October, 2007

1,00,00,000 10 10,00,00,000 2,50,00,000

25,00,00,000

- -

31st March, 2008

70,00,00,000 10 700,00,00,000 72,50,00,000

725,00,00,000

- -

30st March, 2016

10,00,00,000 10 100,00,00,000 Conver-sion of 5% Non-Cu-mulative Convert-ible Prefer-ence Shares into 10,00,00,000 Equity Shares of Rs. 10/- each.

Conver-sion of CCDs

82,50,00,000

825,00,00,000

- -

20


24th August, 2016

19,23,07,692 10 192,30,76,920 Conver-sion of Compuls-ory Con-vertible Deben-tures (CCDs) into Equity Shares at a premium of Rs. 3 Per Share

Conver-sion of CCDs

1017307692

10173076920

- -

April 09, 2020 60,00,00,000 10 1200,00,00,000 NEFT pay-ment

Rights Is-sue

10173076920

16173076920

- -

D. Details of any Acquisition or Amalgamation in the last 1 (One) year:

The Company has not acquired any Company in last 1 (one) year. Further, the Board of Directors at its meeting held on November 18, 2018, has approved the amalgamation of MIA Infrastructure Private Lim-ited, Wellkept Facility Management Services Private Limited, Acme Living Solutions Private Limited, TRIF Gurgaon Housing Projects Private Limited (Transferor Companies) with Tata Realty and Infra-structure Limited (transferee company). Accordingly, the Company has submitted the application with National Company Law Tribunal, Mumbai Bench in this regard and is awaiting for further directions. Fur-

21


ther, during the 2nd quarter of FY 2020-21, the Company has sold its entire holding i.e. (100% equity shares) in TRIL Bengaluru Real Estate Four Private Limited. Also, during the same quarter, TRIL Urban Transport Private Limited, the wholly owned subsidiary of the Company has sold its entire holdings i.e. (100% equity shares) in Manali Ropeways Private Limited, which was step down subsidiary of the Com-pany.

E. Details of any Reorganization or Reconstruction in the last 1 (One) year:

Type of Event Date of Announcement Date of Completion DetailsN.A.

. 4.6 Details of the shareholding of the Company as on the latest quarter end i.e. June 30, 2020:

A. Shareholding pattern of the Company as on last quarter end i.e. Sep 30, 2020:

Sr. No.

Name of the Shareholder

Total No. of Equity Shares held

No of Shares held in Demat Form

Total Shareholding as % of total no. of equity shares

1.●

Tata Sons Private Limited

1617307686 1617307686 100

2. Tata Sons Private Limited jointly with Mr. Eruch Kapa-dia 1 1

-

3. Tata Sons Private Limited jointly with Mr. Adil Charna 1 1

-

4. Tata Sons Private Limited jointly with Mr. Nikhil Kumar 1 1

-

5. Tata Sons Private Limited jointly with Mr. Girish Valechha 1 1

-

6. Tata Sons Private Limited jointly with Mr. Kersi Bhagat 1 1

-

7. Tata Sons Private Limited jointly with Ms. Nageswari S 1 1

-

Total 1617307692 1617307692

Note: Shares pledged or encumbered by the promoters (if any): No equity shares are pledged or en-cumbered by the promoters.

List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. Sep 30, 2020:

S. No. Shareholder’s Name Total No. of Equity Shares

No. of shares in demat

form

Total shareholding as% of total number

of Equity Shares

1 Tata Sons Private Limited 1617307686 1617307686 100

22


2 Tata Sons Private Limited jointly with Mr. Eruch Kapadia 1 1

-

3 Tata Sons Private Limited jointly with Mr. Adil Charna 1 1

-

4 Tata Sons Private Limited jointly with Mr. Nikhil Kumar 1 1

-

5 Tata Sons Private Limited jointly with Mr. Girish Valechha 1 1

-

6 Tata Sons Private Limited jointly with Mr. Kersi Bhagat 1 1

-

7 Tata Sons Private Limited jointly with Ms. Nageswari S 1 1

-

Total 1617307692 1617307692 -

4.7 Following details regarding the directors of the Company:

A. Details of current directors of the Issuer*:

Name, designation and DIN

Age Address Director since List of other directorships

Mr. Banmali AgrawalaDesignation: Chairman -Non-Executive Non-Independent DirectorDIN: 00120029

57 years

Ashford Apartment, Flat No.03, 3rd Floor, 1/26A Ridge Road, Malabar Hill Mumbai 400006

24/03/2018 i. The Tata Power Company Limitedii. Tata Projects Limitediii. Airasia (India) Limitediv. Tata Housing Development Company Limitedv. Tata Advance Systems Limited vi. Tata Medical and Diagnostics Limitedvii. Tata Electronics Private Limited

Mr. Sanjay Bhupender Dutt

Designation:Managing Director & CEODIN: 05251670

54 years

Vivarea Residencies, B-1102, 11th Floor, Sane Guruji Marg, Mahalaxmi, Mumbai 400011 MH

01/04/2018 i. Tata Housing Development Company Limitedii. TRIL Infopark Limitediii. TRIL Constructions Limitediv. Promont Hilltop Private Limitedv. Tata Value Homes Limitedvi. Smart Value Homes (Peenya Project)Private Limited

Mr. Farokh SubedarDesignation: Non-ExecutiveNon-Independent DirectorDIN: 00028428

65 years

1, Wadia Building 6 Babulnath Road Mumbai 400007

21/05/2015 i. Tata Investment Corporation Limitedii. Tata Industries Limitediii. Tata Capital Limitediv. Tata Asset Management Limitedv. Zoroastrian Investment Corporation Private Limitedvi. Tata Capital Financial Services Limitedvii. Tata AIG General Insurance Company Limited

Mr. S. Santhanakrishnan

69 years

Old No.33/C, New No.24, Unnamalai

07/12/2010 i. Tata Consumer Products Limitedii. Tata Housing Development

23


Designation:Independent DirectorDIN: 00032049

Ammal Street, T. Nagar, Chennai 600017

Company Limitediii. Sands Chembur Properties Private Limitediv. ICICI Home Finance Company Limitedv. Sands BKC Properties Private Limited

Mr. Rajiv Sabharwal

Designation: Non-ExecutiveNon-Independent DirectorDIN: 00057333

55 years

C 183, Kalpataru Sparkle, N. Dharmadhikari Road, Gandhinagar, Bandra East, Mumbai 400051

24/03/2018 i. Tata Cleantech Capital Limitedii. Tata Capital Limitediii. Tata Asset Management Limitediv. Tata Capital Financial Services Limitedv. Tata Securities Limitedvi. Tata Capital Housing Finance Limited

Mrs. Neera Saggi


64 years

Flat No. 1002, Atlantis Bldg, Raheja Acropolis-I CHSL, Deonarpada Road, Deonar Village, Chembur, Mumbai 400088

26/03/2015 i. Honeywell Automation India Limitedii. GE T&D India Limitediii. Swaraj Engines Ltdiv. GE POWER India Limitedv. TRF Limited.vi. Tata Steel BSL Limitedvii. Tata Projects Limitedviii. CARE India Solutions For Sustainable development

* None of Issuer’s current directors appear in the RBI defaulter list and/or ECGC defaulters list / Issuer to disclose name of the current directors who are appearing in the RBI defaulter list and/or the ECGC list, if any.

B. Details of change in directors since last three years:

Name, Designation and Director’s Identification Number (DIN)

Age Address Director of the Company since

Details of other directorship

Mr. Banmali AgrawalaDesignation: Chairman -Non-Executive Non-Independent DirectorDIN: 00120029

57 years


24/03/2018 i. The Tata Power Company Limitedii. Tata Projects Limitediii. Airasia (India) Limitediv. Tata Housing Development Company Limitedv. Tata Advance Systems Limitedvi. Tata Electronics Private Limited


Designation:Managing Director & CEODIN: 05251670

54 years


01/04/2018 i. Tata Housing Development Company Limitedii. TRIL Infopark Limitediii. TRIL Constructions Limitediv. Promont Hilltop Private Limitedv. Tata Value Homes Limitedvi. Smart Value Homes (Peenya Project)Private Limited

Mr. Farokh Subedar 65 1, Wadia 21/05/2015 i. Tata Investment Corporation

24



years Building 6 Babulnath Road Mumbai 400007

Limitedii. Tata Industries Limitediii. Tata Capital Limitediv. Tata Asset Management Limitedv. Zoroastrian Investment Corporation Private Limitedvi. Tata Capital Financial Services Limitedvii. Tata AIG General Insurance Company Limited

Mr. S. Santhanakrishnan Designation:Independent DirectorDIN: 00032049

69 years

Old No.33/C, New No.24, Unnamalai Ammal Street, T. Nagar, Chennai 600017

07/12/2010 i. Tata Consumer Products Limitedii. Tata Housing Development Company Limitediii. Sands Chembur Properties Private Limitediv. ICICI Home Finance Company Limited

v. Sands BKC Properties Private Limited

Mr. Rajiv Sabharwal


55 years

C 183, Kalpataru Sparkle, N. Dharmadhikari Road, Gandhinagar, Bandra East, Mumbai 400051

24/03/2018 i. Tata Cleantech Capital Limitedii. Tata Capital Limitediii. Tata Asset Management Limitediv. Tata Capital Financial Services Limitedv. Tata Securities Limitedvi. Tata Capital Housing Finance Limited

Mrs. Neera Saggi


64 years

Flat No. 1002, Atlantis Bldg, Raheja Acropolis-I CHSL, Deonarpada Road, Deonar Village, Chembur, Mumbai 400088

26/03/2015 i. Honeywell Automation India Limitedii. GE T&D India Limitediii. Swaraj Engines Ltdiv. GE POWER India Limitedv. TRF Limited.vi. Tata Steel BSL Limitedvii. Tata Projects Limitedviii. CARE India Solutions For Sustainable development

4.8 Following details regarding the auditors of the Company:

A. Details of the auditor of the Company:

Name Address Auditor sinceDeloitte Haskins and Sells LLP, Chartered Accountants

Indiabulls Finance Centre, Tower 3, 27th-32nd Floor, Senapati Bapat Marg, Elphinstone Road, Mumbai 400013

2017-18

25


B. Details of change in auditors since last three years:

Name Address Date of Ap-pointment/ Resignation

Auditor of the Issuer since (in case of resigna-tion)

Remarks

B S R & Co, LLP, Chartered Accountants

1st Floor, Lodha Excelus, Apollo Mills Compound, N.M.Joshi Marg, Mahalaxmi, Mumbai 400011

31/03/2017 September 01, 2008

M/s B S R & Co, LLP have completed their ten-ure under the Act, hence they could not be re-ap-pointed.

4.9 Details of borrowings of the Company, as on the latest quarter end i.e. Sep 30, 2020:

A. Details of Secured Loan Facilities:

Sr. No Lender’s Name

Type of Facility

Amount Sanctioned

Principal Amount Out-standing

Repayment Date / Sched-ule

Security

No secured loan facilities have been borrowed by the Company as on Sep 30, 2020

B. Details of Unsecured Loan Facilities (as on Sep 30, 2020):

Sr. No

Lender’s Name

Type of Facility Amount Sanctioned (In Cr.)

Principal Amount Out-standing

Repayment Date / Sched-ule

1. Axis Bank Short term (Overdraft facil-ity)

25 The amount has not been utilised

On demand

2.Deutsche Bank

Short Term (Overdraft facil-ity) 50

The amount has not been utilised

On demand

3. Deutsche Bank

Short Term Loan 300 300

Maximum 6 months from date of disbursement

C. Details of Non-Convertible Debentures (as on Sep 30, 2020):

Debenture Series

Tenor/ Period of Maturity

Coupon

Amount (In Crs.)

Date of Allotment

Redemption Date/ Schedule

Credit Rating

Secured / Unsecured

Security

VIII3 years , 2 months

8.574%p.a. 325

20th Feb 2018

20th April 2021

CRISIL AA

Unsecured N.A.

IX1 year 363 days

~9.50%p.a. 400

6th June 2019 4th June 2021

ICRA AA

Unsecured N.A.

26


X3 years

9.00%p.a 195

18th Nov 2019

18th Nov 2022*

ICRA AA

Unsecured N.A.

XI2 years, 2 months, 29 days

8.68% p.a. 200

31st Jan 2020 29th April 2022

ICRA AA

Unsecured N.A.

XII 2 years, 4 months8.40% p.a 275

6th Feb 2020 6th June 2022

ICRA AA

Unsecured N.A.

Total 1395 *with rate reset @19months i.e. 18th June 2021

D. List of Top 10 Debenture Holders as on September 30, 2020:

Sr. No. Name of Debenture HoldersAmount (in

Crs)

1 FRANKLIN INDIA ULTRA SHORT BOND FUND 200

2 SBI MAGNUM MEDIUM DURATION FUND 175

3 SBI DUAL ADVANTAGE FUND - SERIES XXVI 150

4 SBI EQUITY HYBRID FUND 150

5 SBI MAGNUM ULTRA SHORT DURATION FUND 100

6 ICICI PRUDENTIAL FLOATING INTEREST FUND 100

7 ICICI PRUDENTIAL ULTRA SHORT TERM FUND 95

8 SBI CREDIT RISK FUND 90

9 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE LOW DURATION FUND 65

10 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE DYNAMIC BOND FUND 50

11 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE CREDIT RISK FUND 50

Total 1225

E. The amount of corporate guarantees issued by the Issuer along with name of the counterparty (like name of subsidiary, JV entity, group company, etc) on behalf of whom it has been issued:

Counterparty Amount (Rs. Cr.)Pune Solapur Expressways P Ltd. 197.40International Infrabuild Pvt. Ltd. 29.43

F. Details of Commercial Paper:- The total face value of commercial papers outstanding as on Sep-tember 30, 2020 to be provided and its breakup in the following table:

Maturity date*Outstanding as on 30.9.2020

(Rs.cr)29-10-2020 20030-10-2020 21521-06-2021 20010-09-2021 75

Total 690* Face value of CP is Rs.5,00,000/-.

G. Details of rest of the borrowings (if any, including hybrid debt like FCCB, optionally convertible debentures/preference shares) as on September 30,2020:

PartyName (in case

ofFacility) / Instrument

Type ofFacility /Instru-ment

AmountSanctioned

/ Issued

PrincipalAmount Out-

standing

RepaymentDate /

Schedule

CreditRating

Secured /Unse-cured

Secur-ity

27


NameNil

H. Details of all defaults 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 (five) years:

Nil

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

4.10 Details of Promoters of the Company

A. Details of Promoter Holding in Company as on the latest quarter end i.e. September 30, 2020:

Sr. No. Name of the shareholders

Total no. of equity shares

No. of shares in demat form

Total shareholding as % of total no. of equity shares

No. of shares pledged

% of shares pledged with respect to shares owned

1 Tata Sons Private Limited 1617307686 1617307686

100 0 -

2

Tata Sons Private Limited jointly with Mr. Eruch Kapadia 1 1

- 0 -

3

Tata Sons Private Limited jointly with Mr. Adil Charna 1 1

- 0 -

4

Tata Sons Private Limited jointly with Mr. Nikhil Kumar 1 1

- 0 -

5

Tata Sons Private Limited jointly with Mr. Girish Valechha 1 1

- 0 -

6

Tata Sons Private Limited jointly with Mr. Kersi Bhagat 1 1

- 0 -

7

Tata Sons Private Limited jointly with Ms. Nageswari S 1 1

- 0 -

28


Total 1617307692 1617307692 - 0 -

4.11 Abridged version of the Audited Consolidated (wherever available) and Standalone Financial In-formation (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any:

Please refer to Annexure IV

4.12 Abridged version of Latest Audited/Limited Review Half Yearly Consolidated (wherever avail-able) and Standalone Financial Information (like profit & loss statement, and balance sheet) and auditors qualifications, if any:

Please refer to Annexure IV

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

Nil

4.14 The name of the Debenture Trustee shall be mentioned with statement to the effect that deben-ture trustee has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the Debenture Holders.

The Debenture Trustee appointed is IDBI Trusteeship Services Limited. IDBI Trusteeship Services Lim-ited has given its written consent for its appointment as debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Information Memorandum and in all the sub-sequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure II of this Information Memorandum.

4.15 The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the Rating Agencies shall be disclosed.

The Rating Agency has assigned a rating of “ICRA AA” to the Debentures. Instruments with this rating are considered to have the high degree of safety regarding timely servicing of financial obligations. Such instruments carry a very low credit risk. The rating letter and rationale is provided in Annexure I of this Information Memorandum.

4.16 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.

The Debentures are unsecured.

4.17 Copy of consent letter of Debenture Trustee to act as the debenture trustee to the issue to be disclosed.

The consent letter from Debenture Trustee is provided in Annexure II of this Information Memorandum.

4.18 Names of all the recognised stock exchanges where the debt securities are proposed to be lis-ted clearly indicating the designated stock exchange.

The Debentures are proposed to be listed on BSE.

29


4.19 Other details

A. Debenture Redemption Reserve Creation-relevant regulations and applicability:

The Issuer hereby agrees that it would create and maintain a Debenture Redemption Reserve in accor-dance with Rule 18(7) of the Companies (Share Capital and Debenture) Rules, 2014, as amended from time to time and other Applicable Law, and if during the currency of these presents, any guidelines are formulated (or modified or revised) by any governmental authority under Applicable Law in respect of creation of the Debenture Redemption Reserve, the Issuer shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Deben-ture Trustee and shall also cause the same to be registered, where necessary. The Issuer shall submit to the Debenture Trustee (with copies thereof to the Debenture Holders), within 180 (One Hundred and Eighty) days from the end of the Financial Year, a certificate duly certified by a practising chartered ac -countant/ practising company secretary certifying that the provisions of the Act in relation to the main-tenance of Debenture Redemption Reserve have been complied with, if applicable

B. Issue / instrument specific regulations-relevant details (Companies Act, RBI guidelines, etc.):

The Issue of Debentures shall be in conformity with the applicable provisions of the Act including the no-tified rules thereunder and the applicable regulatory guidelines including the SEBI Debt Listing Regula-tions.

C. Application process

The application process for the Issue is as provided in Section 8 of this Information Memorandum.

4.20 Issue Details

Security Name 7.30% Tata Realty and Infrastructure Limited 2023Issuer Tata Realty and Infrastructure LimitedType of Instrument Non-Convertible DebenturesNature of Instrument Rated, Unsecured, Redeemable, Listed Non-Convertible

Debentures.Seniority The Debentures shall rank pari passu to other senior debt in

terms of repayment Mode of Issue Private placement Listing (including name of stock market where it will be listed and timeline of listing)

The Issuer shall list the Debentures on BSE within a maximum period of 15 (fifteen) days from the Deemed Date of Allotment.

Rating of the Instrument ICRA AA by the Rating AgencyIssue Size Rs. 400,00,00,000/- (Rupees Four Hundred Crore only).Objects of the Issue To raise debt up to Rs. 400,00,00,000/- (Rupees Four

Hundred Crore only) listed, unsecured, redeemable non-convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each

Details of the utilisation of the Proceeds

Towards capital expenditure, refinancing of existing debt, operational expenses, investment in subsidiaries/ associates/ joint ventures & other business purposes, however, specifically excluding investment in capital markets for speculative purposes. Pending utilization for above purposes, funds be temporary invested in liquid mutual fund schemes, FDR with banks, etc.

Coupon Rate 7.30% per annum

30


Description regarding Security (where applicable) including type of security (movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ mortgage etc.), date of creation of security/ likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the Offer Document/ Information Memorandum.

Not Applicable as NCD’s are unsecured

Step Up/ Step Down Coupon Rate N.A.Coupon Payment Frequency Annual Payment and on Maturity as disclosed in the Cash

Flow

Coupon payment dates 12th Nov, 2021, 11th Nov, 2022, 10th Nov, 2023Coupon Type FixedCoupon Reset Date N.A.Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc.)

N.A.

Day Count Basis Actual/ Actual Interest on Application Money The Issuer shall be liable to pay to each Debenture Holder,

interest on the application monies (subject to any tax deductible at source under Applicable Law paid by the said Debenture Holder) in the event that the Debenture Holder has remitted the application monies prior to any Deemed Date of Allotment, for which interest shall be calculated at the Rate of Return on the application monies, for the period commencing from the date on which the said Debenture Holder has made payment of the application monies (in respect of the Debentures) and ending on the day prior to the said Deemed Date of Allotment. The interest on the application monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the said Deemed Date of Allotment.

Default Interest Rate In case of default in Payments on the respective Due Dates, the defaulted amount thereof shall carry Default Interest, and therefore the Rate of Return shall stand increased by 2% (Two Percent) per annum, from the date of the occurrence of the default until the default is cured or the Debentures are redeemed pursuant to such default, as applicable.

Further, in the event that the Debenture Trust Deed is not executed within a maximum period of 3 (Three) months from the Deemed Date of Allotment, the Issuer will be liable to pay further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Rate of Return for the period until the execution of the Debenture Trust Deed.

Tenor 3 year from the Deemed Date of Allotment.Redemption Date The Debentures shall be redeemed by way of a bullet

repayment on 10th Nov, 2023, subject to exercise of early

31


redemption of Debentures upon occurrence of an Event of Default in terms of the Transaction Documents.

Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture along with Redemption Premium payable on the Redemption Date.

Rate of Return Reset Date N.A.Rate of Return Reset Process N.A.Rate of Return Step-up Process N.A.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 Date N.A.Put Price N.A.Call Date N.A.Call Price N.A. Put Notification Time N.A.Call Notification Time N.A.Face Value Rs. 10,00,000/- (Rupees Ten Lakh only) per DebentureMinimum Application and in multiples of ____ Debt Securities thereafter

1 (One) Debenture and in multiples of 1 (One) Debenture thereafter

Issue Timing 1. Issue Opening Date2. Issue Closing Date3. Pay-in Date4. Deemed Date of Allotment

Issue Opening Date: Nov 11, 2020Issue Closing Date: Nov 11, 2020Pay-in Date: Nov 12, 2020Deemed Date of Allotment: Nov 12, 2020

Issuance mode of the Instrument Demat only

Trading mode of the Instrument Demat onlySettlement mode of the Instrument RTGS/ NEFT or such other mode as may be determined by

the Issuer.The pay-in of subscription monies for the Debentures shall be made by way of transfer of funds from the bank account(s) of the Eligible Investors (whose bids have been accepted on the Electronic Book Platform) as registered with the Electronic Book Provider into the account of clearing corporation of BSE i.e. Indian Clearing Corporation limited (ICCL).

Depository(ies) NSDL Business Day Convention If any Redemption Date falls on a day which is not a Business

Day, in which case all payments to be made on the Redemption Date (including the Redemption Premium) shall be made on the immediately preceding Business Day.

Record Date If the Due Date pertains to schedule Interest Payment Date, Record Date shall be 14 (Fourteen) days prior to such Due Date and if the Due Date pertains to scheduled Maturity Date, Record Date shall be 14 (Fourteen) days prior to such Due Date.

All covenants of the issue (including side letters, accelerated payment clause, etc.)

Not applicable

Security (where applicable) (Including The Debentures are unsecured.

32


description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the Offer Document).Transaction Documents (a) Debenture Trustee Agreement;

(b) Information Memorandum;(c) Debenture Trust Deed; (d) rating letter and rating rationale issued by the Rating

Agency;(e) letter of appointment of Registrar and Transfer Agent;(f) Debenture Trustee consent letter; and(g) Any other document that may be designated as a

transaction document by the Debenture Trustee.Conditions Precedent to Disbursement

As customary for transaction of a similar nature and size including:

(a) Receipt of credit rating from the Rating Agency, assigning a minimum rating of ICRA AA to the Debentures.

(b) Consent letter from the Debenture Trustee conveying their consent to act as the trustee for the benefit of the Debenture Holders.

(c) Letter from BSE conveying its in-principle approval for listing of the Debentures.

(d) Execution of the Debenture Trustee Agreement.(e) Issuance of the Information Memorandum.(f) Passing of relevant board and shareholder

resolutions required under Applicable Law.(g) A certificate from the company secretary of the

Company confirming that the borrowing by way of issuance of Debentures is within the limits approved by the shareholders pursuant to the special resolution passed by the shareholders of the Company under Section 180(1)(c) of the Act and the rules made thereunder.

(h) Undertaking from the Issuer to the effect that no Event of Default or potential Event of Default has occurred and is continuing and no such event or circumstance will result as a consequence of the Issuer performing any obligation contemplated under the Transaction Documents.

Conditions Subsequent to Disbursement

As customary for transaction of a similar nature and size including:

(a) filing of the return of allotment with the relevant registrar of companies within the timelines specified under the Act.

(b) execution of the Debenture Trust Deed within a maximum period of 3 (Three) months from the Deemed Date of Allotment.

(c) Making application to BSE within 15 (fifteen) days from the Deemed Date of Allotment seeking final listing approval within 15 (fifteen) days from the Deemed Date of Allotment.

33


Events of Default An Event of Default shall have occurred upon the happening of any event or circumstances, including those mentioned hereunder:

(a) Failure on the part of the Issuer to forthwith satisfy all or any part of Payments in relation to the Debentures or otherwise under the Transaction Documents on the respective Due Date;

(b) Breach of any representations and/or warranties or covenants or undertaking contained in any other Transaction Document or any such representations and/or warranties are found to be untrue, misleading, incomplete or incorrect, when made and such event, if capable of remedy has not been remedied by the Issuer within the cure period (if any) set out in the Transaction Documents;

(c) Any event or any series of events occur, which, in the opinion of the Debenture Trustee, causes a Material Adverse Effect.

(d) Cross default with any other debt obligation of the Issuer of more than Rs 10,00,00,000/- (Rupees Ten Crores only) and the Issuer receives such notice of event of default from the relevant lender/investor.

(e) Any action, voluntary or involuntary, taken under the IBC (or any analogous law) against the Company, including any application/petition is filed for corporate insolvency resolution against/by the Company.

(f) If the Company commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or admits inability to pay its respective debts as they fall due, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment of or the taking of possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its respective property.

(g) If the Company voluntarily or compulsorily goes into liquidation or ever has a receiver appointed in respect of its assets or refers itself under any other law providing protection as a relief undertaking.

(h) If a petition is filed for the winding up of the Company and the same is admitted, and such petition is not dismissed or stayed within a period of 30 (thirty) days of such petition being admitted.

(i) The Company is nationalized or is under the management of the Central Government

Creation of recovery expense fund The Company further undertakes to create a recovery expense fund in the manner as may be specified by the SEBI from time to time and inform the Debenture Trustee about the same.

Conditions for breach of covenants (as specified in Debenture Trust Deed )

Please refer the issue details – breach covenants

Key Covenants The Rate of Return shall stand increased by 0.25% (Zero Decimal Point Two Five Percent) if the rating of the Debentures is downgraded by the Rating Agency to A+ and the Rate of Return shall be further increased by

34


0.25% (Zero Decimal Point Two Five Percent) for every notch of downgrade thereafter in the rating of the Debenture. The Rate of Return shall be restored back to earlier levels if the rating is, thereafter, upgraded by the Rating Agency back to earlier respective levels. The revised Rate of Return shall be applicable from the date of press release announcing the change in rating by the Rating Agency

In the event the rating of the Issuer is downgraded below ‘A-’ during the tenure of the Debentures, then the Debenture Holders shall have a right to require the Issuer to redeem the Debentures (“Early Redemption Option”) with a notice period of 30 days from the date of issuance of a notice in this regard by the relevant Debenture Holders to the Issuer (“Early Redemption Date”).

For avoidance of doubt, in the event of multiple credit rating reports, the lowest credit rating assigned by any of the rating agencies shall be considered.

Issuer shall ensure that Promoter shall, at all times until the Final Settlement Date, directly or indirectly hold a minimum of 51% (Fifty One Percent) shareholding in the Issuer.

The Issuer shall not remove ‘Tata’ from its name at any time until the Final Settlement Date.

Provisions related to Cross Default Clause

Cross default with any other debt obligation of the Issuer of more than Rs 10,00,00,000/- (Rupees Ten Crores only) and the Issuer receives such notice of event of default from the relevant lender/investor.

Role and Responsibilities of Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of the Debenture Holders.

Risk factors pertaining to the issue Please refer Section 3 of the IMGoverning Law and Jurisdiction The Debentures are governed by and shall be construed in

accordance with the existing Indian Laws. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai.

Other covenants The Company undertakes to give 15 days’ notice to the holders of NCD’s for passing special resolution in case Company desires to roll-over the NCD’s issued by it.

5. DISCLOSURES PERTAINING TO WILFUL DEFAULT

5.1 Name of the bank declaring the entity as a wilful defaulter: Nil

5.2 The year in which the entity is declared as a wilful defaulter: Nil.

5.3 Outstanding amount when the entity is declared as a wilful defaulter: Nil.

5.4 Name of the entity declared as a wilful defaulter: Nil

5.5 Steps taken, if any, for the removal from the list of wilful defaulters: Nil

5.6 Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: Nil

35


5.7 Any other disclosure as specified by SEBI: Nil

36


6. DISCLOSURES UNDER THE COMPANIES ACT

FORM NO. PAS – 4

PRIVATE PLACEMENT OFFER LETTER(Pursuant to Section 42 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014)

6.1 General Information:

A. Name, address, website and other contact details of the Company, indicating both registered of-fice and the Corporate office:

Issuer / Company : Tata Realty and Infrastructure LimitedRegistered Office and Corpo-rate Office

: E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai, Maharashtra 400033

Telephone No. : 022 6661 4444 Website : http://www.tril.co.inFax : 022 6661 4452 Contact Person : Mr. Sudhakar ShettyEmail : [email protected]

B. Date of Incorporation of the Company:

March 02, 2007

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

For the details of the business carried out by the Company and for details of its subsidiaries with the de-tails of branches or units, if any, please refer to Section 4.4 of this Information Memorandum.

D. Brief particulars of the management of the Company:

The details of the directors of the Company are set out under Section 6.1(E) below. Apart from the dir -ectors, the following persons are also involved in the management of the Company:

i. Mr. Sanjay Sharma – Chief Financial Officer;ii. Mr. Sudhakar Shetty - Vice President & Company Secretaryiii. Mr. Bhavesh Madeka - Head – Strategy, Corporate Planning & Investor Relations iv. Ms. Reena Wahi – Vice President & Head- Human Resourcev. Mr. Alok Kapoor - Chief Operating Officer - Urban Transport

E. Name, address, DIN and occupations of the directors:

Name, Designation Address DIN Occupation Mr. Banmali Agrawala

Designation: Chairman -Non-Executive Non-Independent Director


00120029 Service


Designation:Managing Director & CEO


05251670 Service

Mr. S. Santhanakrishnan Old No.33/C, New No.24, Un-namalai Ammal Street, T. Na-

00032049 Service

37


Designation:Independent Director

gar, Chennai 600017

Mr. Rajiv Sabharwal

Designation: Non-ExecutiveNon-Independent Director

C 183, Kalpataru Sparkle, N. Dharmadhikari Road, Gandhi-nagar, Bandra East, Mumbai 400051

00057333 Service

Mrs. Neera Saggi

Designation:Independent Director

Flat No. 1002, Atlantis Bldg, Raheja Acropolis-I CHSL, De-onarpada Road, Deonar Vil-lage, Chembur, Mumbai 400088

00501029 Service

Mr. Farokh Subedar

Designation: Non-ExecutiveNon-Independent Director

1, Wadia Building 6 Babulnath Road Mumbai 400007

00028428 Retired

F. Management perception of Risk Factors:

Please refer to Section 3 of this Information Memorandum.

G. Details of defaults, if any, including the amounts involved, duration of default, and present sta-tus, in repayment of:

i. Statutory Dues NILii. Debenture and interest thereon NILiii. Deposits and interest thereon NILiv. Loans from banks and financial institutions and interest

thereonNIL

H. Name, designation, address and phone number, email ID of the nodal / compliance officer of the Company, if any, for the Issue:

Name: Mr. Sudhakar Shetty Designation: Company SecretaryAddress: E Block, Voltas Premises, T B Kadam Marg, Chinchpokli, Mumbai - 400033 Phone No.: +91 22 66614444 Email: [email protected]

I. Any default in annual filing of the Company under the Companies Act, 2013, or the rules made thereunder-

Nil

6.2 Particulars of the Offer:

Financial position of the Company for the last 3 financial years

Please refer to Annexure IV of this Information Memorandum

Date of passing of Board Resolution April 17, 2019

38


A copy of the said board resolution is annexed hereto and marked as IX

Date of passing of resolution in general meeting, authorizing the offer of securities

The shareholders resolution under Section 42 of the Act is dated September 29, 2020.

The shareholders resolution under Section 180(1)(c) of the Act is dated September 23, 2019.

A copy of the said shareholders’ resolutions (under both Section 42 and Section 180 of the Act) is collect-ively annexed hereto and marked as Annexure X

Kinds of securities offered (i.e. whether share or debentures) and class of security; the total number of shares or other securit-ies to be issued

Rated, Redeemable, Listed, Unsecured Non-Convert-ible Debentures

Number of Debentures: 4000 (Four Thousand) Debentures of Rs. 10,00,000/- each, aggregating upto Rs. 400,00,00,000/- (Rupees Four Hundred Crores only)

Price at which the security is being offered, including premium, if any, along with justific-ation of the price

The Debentures are being issued at face value of Rs. 10,00,000/- each at par.

The pricing of the Debentures has been arrived at on the basis of prevailing market terms and conditions

Name and address of the valuer who per-formed valuation of the security offered, and basis on which the price has been arrived at along with report of the registered valuer

No valuation has been done with respect to the Debentures as the Debentures represent debt obliga-tions of the Company, which will be repaid in full.

Relevant date with reference to which the price has been arrived at

[Relevant date means a date at least 30 days prior to the date on which the general meeting of the Company is scheduled to be held]

N.A.

The class or classes of persons to whom the allotment is proposed to be made

Please refer to ‘Persons who may apply’ under Sec-tion 8 of this Information Memorandum

Intention of promoters, directors or key ma-nagerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer)

N.A.

The proposed time within which the allot-ment shall be completed

Please refer to Cover Page

The names of the proposed allottees and the percentage of post private placement capital that may be held by them

N.A.

The change in control, if any, in the com-pany that would occur consequent to the private placement

This issuance of Debentures will not have any change in control

The number of persons to whom allotment on preferential basis/ private placement / rights issue has already been made during the year, in terms of number of securities as well as priceThe justification for the allotment proposed to be made for consideration other than cash together with valuation report of the re-gistered valuer

N.A.

39


Amount, which the Company intends to raise by way of proposed offer of securities

Upto Rs. 400,00,00,000/- (Rupees Four Hundred Crores only)

Terms of raising securities Please refer to Section 4.20 of this Information Memorandum

Proposed time schedule for which the offer letter is valid

Please refer to Cover Page

Purpose and objects of the Issue Purpose: To raise debt by issuing Debentures ag-gregating upto Rs. 400,00,00,000/- (Rupees Four Hundred Crores only).

Object: Towards capital expenditure, refinancing of existing debt, operational expenses, investment in subsidiaries/ associates/ joint ventures & other busi-ness purposes, however, specifically excluding invest-ment in capital markets for speculative purposes. Pending utilization for above purposes, funds be tem-porary invested in liquid mutual fund schemes, FDR with banks, etc.

Contribution being made by the promoters or directors either as part of the offer or sep-arately in furtherance of such objects

N.A.

Principal terms of assets charged as secur-ity, if applicable

The Debentures are unsecured.

The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the company and its future opera-tions

N.A.

The pre-issue and post-issue shareholding pattern of the Company in the following format:

Sl. No.

Category Pre-issue Post-issue

No. of shares held

Percentage of shareholding

No. of shares held

Percentage of shareholding

A Promoters’ holding

This issuance of Debentures will not alter the paid-up capital of the Company

This issuance of Debentures will not alter the paid-up capital of the CompanyIndian

1 IndividualBodies Corpor-ateSub-total

2 Foreign pro-motersSub-total (A)

B Non-promoters’ holding

1 Institutional In-vestors

2 Non-Institu-tional InvestorsPrivate Corpor-ate BodiesDirectors and relativesIndian publicOthers (includ-ing Non-resid-ent Indians)

40


Sub-total (B)Grand Total

6.3 Mode of payment for subscription:

o Cheque o Demand draft o Other banking channels

6.4 Disclosure with regard to interest of directors, litigation, etc:

Any financial or other material interest of the directors, promoters or key managerial per-sonnel in the offer and the effect of such in-terest in so far as it is different from the in-terests of other persons

N.A.

Details of any litigation or legal action pending or taken by any Ministry or Depart-ment of the Government or a statutory au-thority against any promoter of the offeree Company during the last three years immedi-ately preceding the year of the issue of the private placement offer cum application letter and any direction issued by such Ministry or Department or statutory authority upon con-clusion of such litigation or legal action shall be disclosed

None

Remuneration of directors (during the current year and last three financial years)

Please refer to Annexure XIII for Remuneration of directors (during the current year and last three fin-ancial years).

Related party transactions entered during the last three financial years immediately preceding the year of issue of private place-ment offer cum application letter including with regard to loans made or, guarantees given or securities provided

Please refer to Annexure VIII for the related party transactions for the financial years 2017-18, 2018-2019 and 2019-20.

Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of issue of private placement offer cum application letter and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifica-tions or adverse remark

There are no reservations, qualifications or adverse remarks of auditors in the last 5 (five) financial years immediately preceding the year of issue of this In-formation Memorandum.

Details of any inquiry, inspections or invest-igations initiated or conducted under the Companies Act, 2013 or any previous Com-pany law in the last three years immediately preceding the year of issue of private place-ment offer cum application letter in the case of the Company and all of its subsidiaries, and if there were any were any prosecutions filed (whether pending or not), fines im-posed, compounding of offences in the last

None

41


three years immediately preceding the year of the private placement offer cum applica-tion letter and if so, section-wise details thereof for the Company and all of its subsi-diariesDetails of acts of material frauds committed against the Company in the last three years, if any, and if so, the action taken by the Company.

None.

6.5 Financial Position of the Company:

The capital structure of the Company:

The authorised, issued, subscribed and paid up capital (number of securities, de-scription and aggregate nominal value)

Please refer to Section 4.5 (A) of this Information Memorandum

Size of the Present Issue 4000 (Four Thousand) Rated Listed Unsecured Re-deemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakh Only) each, on a private placement basis.

Paid-up Capital:a. After the offer:

b. After the conversion of convert-ible instruments (if applicable):

This issuance of Debentures will not alter the paid-up capital of the Issuer

Share Premium Account:a. Before the offer:

b. After the offer:

This issuance of Debentures will not alter the paid-up capital of the Issuer

Details of the existing share capital of the Issuer:

S No:

Date of Allotment Number of Shares

Face Value of Shares (INR)

Price (INR) Details of Consideration

Equity Shares1. 9th March, 2007 50,000 10 5,00,000

Cash2. 30th March, 2007 1,49,50,000 10 14,95,00,0003. 4th October, 2007 1,00,00,000 10 10,00,00,0004. 31st March, 2008 70,00,00,000 10 700,00,00,0005. 30st March, 2016 10,00,00,000 10 100,00,00,000 Conversion of

5% Non-Cu-mulative Con-vertible Prefer-ence Shares into 10,00,00,000 Equity Shares of Rs. 10/- each.

6. 24th August, 2016 19,23,07,692 10 192,30,76,920 Conversion of Compulsory Convertible Debentures (CCDs) into Equity Shares at a premium of Rs. 3 Per

42


Share7. April 09, 2020 60,00,00,000 10 1200,00,00,000 RTGS pay-

ment/cash5% Non-Cumulative Convertible Preference Shares

1. 31st March, 2008 100,00,00,000 10 1000,00,00,000 Cash 4th March, 2009 (ROC Order)

(80,00,00,000) 10 (800,00,00,000) Reduction of 5% Non-Cu-mulative Con-vertible Prefer-ence Shares Capital by way of court order dated 6th Feb-ruary, 2009

2. 30st March, 2016 (20,00,00,000) 10 (200,00,00,000) Conversion of 5% Non-Cu-mulative Con-vertible Prefer-ence Shares into 10,00,00,000 Equity Shares of Rs. 10/- each.

Provided that the Company shall also disclose the number and price at which each of the allot -ments were made in the last one year preceding the date of the offer letter, separately indicating the allotments made for considerations other than cash and the details of consideration in each case.Profits of the Company, before and after making provision for tax, for the three fin-ancial years immediately preceding the date of issue of the private placement of-fer cum application letter

INR Lakhs

Six monthEnded

30.9.2020 (Rs. Cr.)(IND AS (Rs.Cr.)(IND AS)

FY19-20 (Rs.

Cr.)(IND AS)

FY18-19 (Rs.

Cr.)(IND AS)

FY17-18 (Rs.

Cr.)(IND AS)

Profit before tax

(68.31) (201.67) (173.28) (174.37)

Profit after tax

(63.88) (225.85) (186.27) (180.34)

Dividends declared by the Company in respect of the said three financial years; interest coverage ratio for last three years (cash profit after tax plus interest paid/interest paid)

NA (No dividend declared for past 3 FYs)

A summary of the financial position of the Company as in the three audited bal-ance sheets immediately preceding the date of issue of private placement offer cum application letter

Please refer to Annexure V of this Information Memor-andum

Audited Cash Flow Statement for the three years immediately preceding the date of issue of private placement offer cum application letter

Please refer to Annexure VI of this Information Memor-andum

43


Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Com-pany

The Financial Statements from the Financial Year 2016-17 onwards have been audited as per Indian Account-ing Standards, as applicable to the Company.

7. APPLICANT’S DETAILS

1. Name:

2. Father’s Name:

3. Complete address including flat/ house number/ street, locality, pin code:

4. Phone number, if any:

5. Email id, if any:

6. PAN:

7. Bank account details:

Signature of the Applicant

__________________________

Initial of the officer of the company designated to keep the record

44


__________________________

45


8. OTHER INFORMATION AND APPLICATION PROCESS

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.

8.1 Mode of Transfer/ Transmission of Debentures

The Debentures shall be transferable freely. The Debenture(s) shall be transferred and/or transmitted in accord-ance 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 the Depository and the relevant DPs of the transferor or transferee and any other Applicable Laws and rules notified in respect thereof. It would be the responsibility of the Investors to ensure that they sell the Debenture in strict accordance with the terms and conditions of this Information Memorandum and Applicable Laws, so that the sale does not constitute an offer for sale to the public within the meaning of the Companies Act. The transferee(s) should en-sure 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 form-alities 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 demater-ialized 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.

8.2 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.

8.3 Trustee for the Debenture Holder(s)

The Issuer has appointed IDBI Trusteeship Services Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intends to enter into 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 Amount and Redemption Premium and they will take necessary action, subject to and in accordance with the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Deben-ture Trustee, having become so bound to proceed, fails to do so. The Debenture Trust Deed shall more specific-ally set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

8.4 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 subsidiar -

46


ies and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be re-quired and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the afore-said information.

8.5 Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those avail-able to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive no-tice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

8.6 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 way of a Special Res -olution (unless otherwise provided specifically in the Transaction Documents).

For the avoidance of doubt, any amendment to the terms and conditions of the Debentures or the Transaction Documents shall require approval by way of a Special Resolution (unless otherwise provided specifically in the Transaction Documents ), either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture Holders.

8.7 Right to accept or reject Applications

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

8.8 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 Deben-ture 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 Deben-tures”.

Notice(s) shall be deemed to be effective: (a) in the case of registered mail, 3 (Three) calendar days after post -ing; (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 or (d) in the case of personal delivery, at the time of delivery.

8.9 Issue Procedure

Only Eligible Investors as given hereunder may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The 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 final subscription to the Debentures shall be made by the Eligible Investors through the electronic book mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by placing bids on the electronic book platform during the Issue period. In case the Eligible Investors are not registered on the EBP

47


Platform, they will have to register themselves as investor on the said platform (as a one-time exercise) and also complete the mandatory KYC verification process. The Eligible Investors should also refer to the operational guidelines of the EBP in this respect. The disclosures required pursuant to the EBP Guidelines are set out hereinbelow:

Details of size of the Issue including green shoe op-tion, if any

Rs. 400,00,00,000/- (Rupees Four Hundred Crores only)

Electronic Book Platform BSE

Bid opening and closing date Bid opening date: November 11, 2020Bid closing date: November 11, 2020

Minimum Bid Lot Rs.10 Lakh and in the Multiples of thereof.

Manner of bidding in the Issue Open Bidding

Bidding Type Fixed Coupon Rate

Allocation option Uniform

Manner of settlement in the Issue Pay-in of funds through clearing corporation

Settlement cycle T+1 where T refers to the date of bid opening date/ is-sue opening date.

Process flow of settlement:

Successful bidders shall make pay-in of subscription monies towards the allocation made to them, in the bank account of the clearing corporation on or before 10:30 a.m. on the Deemed Date of Allotment.

The fund pay-in by the successful bidders will be made only from the bank account(s), which have been provided/ updated in the electronic book mechanism system. Upon the transfer of funds into the aforesaid account and the Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the Debenture Holder(s) to the Indian Clearing Corporation Limited, the R&T Agent shall provide the corporate action file along with all requisite documents to the Depositories by 12:00 hours and subsequently, the pay-in funds shall be released into the Issuer’s bank account, the details whereof are set out below:

Beneficiary Name : Tata Realty and Infrastructure LimitedCredit Account No : 4811553052 Bank : Kotak Mahindra Bank LimitedBranch : Nariman Point Account Type : Securities Application Money IFSC Code : KKBK0000958

It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund receipt against any given obligation will be treated as a default and debarment penalties will be applicable as specified by the EBP Guidelines

8.10 Application Procedure

Eligible investors will be invited to subscribe by way of the Application Form prescribed in the Information Memor-andum during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). Subject to EBP Guidelines, 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 sub -scription during the banking hours on each day during the period covered by the Issue Schedule.

48


8.11 Fictitious Application

All fictitious Applications will be rejected.

8.12 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. Subject to the aforesaid, in case of over subscription, priority will be given to Investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allot-ment.

8.13 Payment Instructions

The Application Form should be submitted directly. The full amount of Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture is payable along with the making of an application. Applicants can alternatively remit the applica-tion amount through RTGS on Pay-in Date in the bank account of Indian Clearing Corporation Limited appearing on Paragraph 8.9 (Mode of Payment) above.

8.14 Persons who may apply

The Persons to whom this Disclosure Document is being issued are the only persons 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. The class of investors to whom this Disclosure Document is being issued are:

a) Companiesb) Scheduled Commercial Banksc) Co-operative Banksd) Financial Institutions including NBFCse) Mutual Fundsf) Insurance Companiesg) Any body corporateh) Any other investor authorized to invest in these NCDs

All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures. Without prejudice to the aforesaid, where the selection of the eligible investors is required to be done pursuant to bidding mechanism on the Electronic Platform called the “EBP Platform” under the EBP Guidelines or any other successive arrangement/platform mandated by SEBI, only those Persons out of the aforesaid categories of investors, who are registered on the EBP Platform and are eligible to make bids for Debentures of the Issuer and to whom allocation is to be made by the Issuer pursuant to selection under the electronic book mechanism for issuance of securities on private placement basis in terms of the EBP Guidelines and the Electronic Book Providers shall be considered as “identified persons” for the purposes of Section 42(2) of the Companies Act, 2013 (as amended from time to time), to whom the Issuer shall make private placement of the Debentures and only such “identified persons” shall receive a direct communication from the Issuer with offer to subscribe to the Debentures and only such “identified persons” shall be entitled to subscribe to the Debentures.

Additionally, those arrangers/brokers/intermediaries etc. (as per the defined limits under the EBP Guidelines) specifically mapped by the Issuer on the EBP Platform are also eligible to bid/apply/invest for this Issue.

Hosting of the Information Memorandum on the website of the BSE should not be construed as an offer or an in-vitation to offer to subscribe to the Debentures and the same has been hosted only as it is stipulated under the SEBI Regulations read with the EBP Guidelines. Eligible Investors should check their eligibility before making any investment.

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.

49


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.

8.15 Procedure for Applying for Dematerialised Facility

(a) The Applicant must have at least one beneficiary account with any of the DP’s of the Depository 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/De-materialised 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 appear-ing 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 applica-tion 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 re-gistered with his/her DP shall be used for all correspondence with the Applicant. The Applicant is there-fore responsible for the correctness of his/her demographic details given in the Application Form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be li-able for the losses, if any.

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

8.16 Depository Arrangements

The Issuer shall make necessary arrangement with the Depository for issue and holding of Debenture in dema-terialised form. 8.17 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 and redemption premium monies.

8.18 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/docu-ment of the Investor, if any, must be lodged along with the submission of the completed Application Form. Fur-ther 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.

50


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 Is-suer 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 signator-ies must also be lodged along with the submission of the completed Application Form.

8.19 Documents to be provided by Investors

Investors need to submit the following documents, as applicable

(a) Memorandum and Articles of Association or other constitutional documents,

(b) Resolution authorising investment,

(c) Certified true copy of power of attorney,

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

(e) Copy of PAN card to be submitted,

(f) Application Form (including RTGS details).

8.20 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the Applicant and the mag-netic 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 NEFT/RTGS.

8.21 Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or adminis-trator 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 ad-ministration 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.

8.22 Mode of Payment

All payments must be made through NEFT, RTGS, electronic fund transfer to the Indian Clearing Corporation Limited. 8.23 Effect of Holidays

If the Due Date for the Redemption Date falls on a day that is not a Business Day, the Redemption Amounts shall be paid on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment.

8.24 Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the debenture holders at the office of the transfer agents of the Company at least 15 (Fifteen) days be-fore the relevant payment becoming due. Tax exemption certificate / declaration of non deduction of tax at

51


source on interest on application money, should be submitted along with the Application form.

8.25 Letters of Allotment

The letter of allotment, indicating allotment of the Debentures, will be credited in dematerialised form within 2 (Two) Business Days from each Deemed Date of Allotment. The aforesaid letter of allotment shall be replaced with the actual credit of Debentures, in dematerialised form, within 15 (Fifteen) Business Days from each Deemed Date of Allotment. The Debentures will be first issued in physical form for the purposes of payment of stamp duty and once stamp duty is paid thereon, the dematerialised credit shall occur.

8.26 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 November 12, 2020 by which date the Investors would be intim-ated of allotment.

8.27 Record Date

In relation to any Due Date 14 (Fourteen) days prior to such Due Date. It is clarified that the Record Date will al-ways be determined with reference to the original due date irrespective of whether the original due date falls on a Business Day or not.

8.28 Refunds

For Applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (Seven) days from each 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 applica-tion 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.

8.29 Interest on Application Money

The Issuer shall be liable to pay to each Debenture Holder, interest on the application monies (subject to any tax deductible at source under Applicable Law paid by the said Debenture Holder) in the event that the Debenture Holder has remitted the application monies prior to any Deemed Date of Allotment, for which interest shall be calculated at the Rate of Return on the application monies, for the period commencing from the date on which the said Debenture Holder has made payment of the application monies (in respect of the Debentures) and ending on the day prior to the said Deemed Date of Allotment. The interest on the application monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the said Deemed Date of Allotment.

8.30 Pan Number

Every Applicant should mention its 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.

8.31 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 benefi-cial 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 the Depository and accordingly the account of the Debenture Holder(s) with the Depository will be adjusted.

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On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished.

Disclaimer: Please note that only those persons to whom this memorandum has been specifically addressed may 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 re-ject 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 re-quired to check or confirm the same.

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9. DECLARATION

The Company and each of the directors of the Company hereby confirm and declare that:

a. the Company has complied with the provisions of the Act and the rules made thereunder, including the compliances in relation to making a private placement of the Debentures;

b. the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of Debentures, if applicable, is guaranteed by the Central Government;

c. the monies received under the Issue shall be used only for the purposes and objects indicated in the Disclosure Document (offer letter);

I am authorized by the Board of Directors of the Company vide resolution number 05 dated April 17, 2019 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this Disclosure Document has been suppressed or concealed and is as per the original records main-tained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly at-tached to this form.

For Tata Realty and Infrastructure Limited

______________________Sanjay DuttDesignation: Managing Director & CEODIN: 05251670Date: November 11, 2020Place: Mumbai

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ANNEXURE I: RATING LETTER AND RATING RATIONALE

[Attached Separately]

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ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE


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ANNEXURE III: APPLICATION FORM

TATA REALTY AND INFRASTRUCURE LIMITEDA public company with limited liability incorporated on March 02, 2007 under the Companies Act, 1956

Registered Office and Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai, Maharashtra 400033

Telephone No.: 022 6661 4444, Fax No: 022 6661 4452 Contact Person: Mr. Sudhakar Shetty,

Website: https://www.tatarealty.in

DEBENTURE APPLICATION FORM SERIAL NO. 0 0 0 0 0 0 0 0 1

Addressed to:

ISSUE OF UP TO 4000 (FOUR THOUSAND) RATED, LISTED, UNSECURED, REDEEMABLE NON-CON-VERTIBLE DEBENTURES HAVING FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH, OF THE AGGREGATE NOMINAL VALUE OF UPTO RS. 400,00,00,000/- (RUPEES FOUR HUNDRED CRORES ONLY).

DEBENTURE APPLIED FOR: Number of Debentures _____ in words _______

Amount Rs. ______ /- in words Rupees ______Crore Only

DETAILS OF PAYMENT:

Cheque / Demand Draft / RTGS No. _____________ Drawn on_____________________________________________

Funds transferred to [●] Dated ____________

Total Amount Enclosed (In Figures) Rs.______/- (In words) ________ Only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREET

CITYPIN PHONE FAX

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

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

We have read and understood the Terms and Conditions of the issue of Debentures contained in the Information

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Memorandum including the Risk Factors described therein 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 Signat-ory(ies)

Designation Signature

Applicant’s Signature

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

Details for Issue of Debentures in Electronic / Dematerialised Form

DEPOSITORY NSDL ( ) CDSL ( )DEPOSITORY PARTICIPANT NAMEDP-IDBENEFICIARY ACCOUNT NUMBERNAME OF THE APPLICANT(S)

Applicant Bank Account :

(Settlement by way of NEFT, RTGS, electronic fund transfer)

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

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in this Information Memorandum is provided by the Is-suer 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 Issuer shall be entitled at its sole discretion to reject the ap-plication 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 in -cluding as to the returns on and/or the sale value of the Debentures.

Applicant’s Signature

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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. - - - - - - - -

Received from _______________________________________________ Address______________________________________________________________________________________________________________________________________UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of application of _____________________ Debenture

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ANNEXURE IV: AUDITED FINANCIAL STATEMENTS

[Attached separately]

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ANNEXURE V: SUMMARY FINANCIAL POSITION (AUDITED)

Please note that the summary of financial position for the last three years and for the period ended September 30, 2020 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:

Financial Year Summary of Financial Position 2017-18 Page Number 10 - 11 2018-19 Page Number 12 - 13 2019-20 Page Number – 71- 72For the period ended September 30, 2020

Please refer the audited financials in this regard

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ANNEXURE VI: CASH FLOW STATEMENTS (AUDITED)

Please note that the cash flow statements for the last three years and for the period ended September 30, 2020 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:

Financial Year Cash Flow Statements 2017-18 Page Number 12 - 13 2018-19 Page Number 14 2019-20 Page Number 73For the period ended September 30, 2020


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ANNEXURE VII: INDICATIVE CASHFLOW SCHEDULE

Issuer Tata Realty and Infrastructure Limited Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakh only) Issue Date/Deemed Date of Allotment November 12, 2020 Redemption Date November 10, 2023, subject to Early Redemption Date

or acceleration pursuant to occurrence of any Event of Default in terms of the Transaction Documents.

Redemption Premium N.A.Frequency of the Coupon Payment with specified dates

Annual and at the date of Maturity

Day Count Convention Actual/ Actual

SCHEDULE*

A. Interest Payment Schedule per NCD’sRecord

DateCoupon Payment

Date / Redemption

Date

Unit Value (in Rs.) Coupon (in Rs.)

Coupon Rate

Days

29th Oct 2021

12th Nov 2021 10,00,000 73,000 7.30% 365

28th Oct 2022

11h Nov, 2022,

10,00,000 72,800 7.30% 364

27th Oct 2023

10th Nov, 2023 10,00,000 72,800 7.30% 364

B. Principle Payment Schedule for all NCD’sRecord

DateCoupon Payment

Date/ Redemption

Date

Principal(in Rs.)

Coupon (in Rs.)

Coupon Rate

Days Total Payment (in Rs.)

27th Oct 2023

10th Nov, 2023 400,00,00,000 - - 1093 400,00,00,000

*The above-mentioned cash flows are illustrative and indicative. The actual due dates and the cash flow will be in accordance with the circular bearing reference number CIR/IMD/DF-1/122/2016 dated November 11, 2016 issued by SEBI, as modified, amended or supplemented from time to time.

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ANNEXURE VIII: RELATED PARTY TRANSACTIONS

Please note that the related party transactions entered into by the Issuer, for the last three years and for the period ended September 30, 2020 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:

Financial Year Related Party Transactions 2017-18 Page Number 40 to 44 (Note no. 44)2018-19 Page Number 34 to 43 (Note no. 39)

2019-20 Page Number 95 to 100 (Note no. 39)For the period ended September 30, 2020


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ANNEXURE IX: COPY OF BOARD RESOLUTION


65


ANNEXURE X: COPY OF SHAREHOLDERS’ RESOLUTIONS


66


ANNEXURE XI: TERM SHEET


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ANNEXURE XII: IN PRINCIPLE LISTING APPROVAL


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ANNEXURE XIII: REMUNERATION OF DIRECTORS

For the period 01.04.2017 to 31.03.2018

Name Designation TotalMr. Sanjay Ubale Managing Director 4,14,61,226MR. MAHALINGAM SETURAMAN Director 12,75,000MR. SANTHANAKRISHNAN Director 13,75,000MR. FAROKH NARIMAN SUBEDAR Director 80,000MS. NEERA SAGGI Director 13,75,000MR. MEHERNOSH SORAB KAPADIA Director 80,000MR. BROTIN BANERJEE Director 20,000

For the period 01.04.2018 to 31.03.2019

Name Designation Total

MR. SANJAY DUTT Managing Director & Chief Executive Officer 10,07,97,327

MR. BANMALI AGRAWALA Director 2,60,000MR. FAROKH SUBEDAR Director 2,00,000MR. SANTHANAKRISHNAN SANKARAN Director 17,00,000MR. MEHERNOSH KAPADIA Director 2,00,000MR. MAHALINGAM SETURAMAN Director 8,00,000MS. NEERA SAGGI Director 15,00,000MR. RAJIV SABHARWAL Director 1,00,000

For the period 01.04.2019 to 31.3.2020

Name Designation Total

MR. SANJAY DUTT Managing Director & Chief Executive Officer

2,87,05,494

MR. BANMALI AGRAWALA Director 2,20,000

MR. FAROKH SUBEDAR Director 13,00,000

MR. SANTHANAKRISHNAN SANKARAN Director 15,00,000MS. NEERA SAGGI Director 16,00,000

MR. RAJIV SABHARWAL Director 1,40,000

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ANNEXURE XIV: DETAILS OF LITIGATIONS


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