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Private and Confidential

IM No: ___ Date: 14.08.2013

Shelf Disclosure Document/ Information Memorandum

(For Private Circulation only)

AS PER SCHEDULE I IN ACCORDANCE WITH REGULATION 5(2)(b), REGULATION 19(3),

REGULATION 21 AND REGULATION 21A OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES)

REGULATIONS, 2008 AND SEBI (ISSUE AND LISTING OF DEBT SECURITIES)(AMENDMENT)

REGULATIONS, 2012

Krishna Enterprises (Housing & Infrastructures) India Private Limited (the

“Company” or “Issuer”)

32, Second Floor, "PSR Marvel" Bellary Main Road, Adjacent to Canara Bank, Hebbal,

Bangalore, Karnataka – 560024

Tel: 080 3000 5500; Fax: 080 3000 5500

Email: info@krishnahomes.com Website: www.krishnahomes.com

SHELF DISCLOSURE DOCUMENT /INFORMATION MEMORANDUM

FOR ISSUE OF DEBENTURES ON A PRIVATE PLACEMENT BASIS (“This Disclosure

Document”)

This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus.

This is only an information brochure in the form of a single initial Disclosure Document,

intended for private use and should not be construed to be a prospectus and /or an

invitation to the public for subscription to the NCDs under any law for the time being in

force. This document is in compliance with the applicable requirement of the regulatory

authorities and has been prepared giving details as on 30th

June 2013. The Company

however retains the right, at its sole and absolute discretion, to change the “GENERAL

TERMS AND CONDITIONS” in the relevant Addendum to Disclosure Document for each

additional series/tranches of Debentures.

Issue on a Private Placement Basis of Secured To-be- Listed Rated Redeemable 18.4%, Non-

Convertible Debentures with a face value of Rs. 1,000,000/- each, to be issued in multiple

tranches in two or more series vide a supplement documents for each tranche of

debentures (the “Addendum to Disclosure Document”) aggregating up to Rs. 800,000,000/-

(Rupees Eighty Crores) (the “Issue”). The issue shall be comprised of an issuance of 550

Series A redeemable fully secured non-convertible debentures of face value of Rs.

10,00,000/- each issued at the Subscription Price to the Debenture Holders for an aggregate

amount of Rs.550,000,000/- (Rupees Fifty Five Crore) (the “Series A NCDs”) on the First

Closing Date and an additional issuance of up to 250 redeemable fully secured non-

convertible debentures of face value of Rs. 10,00,000/- each issued at the Subscription Price

to the Debenture Holders for an aggregate amount of up to Rs.250,000,000/- (Rupees

Twenty Five Crore) to be issued in one or more series and in one or more tranches (the

“Additional NCDs”).

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Credit Rating: “BWR BB+ (S)”

RISK IN RELATION TO THE ISSUE

There has been no formal market for the NCD of the Issuer. No assurance can be given

regarding an active or sustained trading in the NCDs of the Issuer or regarding the price at

which the NCD will trade after listing.

GENERAL RISK

Investment in debt and debt related securities including the debentures, involve a degree of

risk including the risk of default and the potential loss of principal and investors should not

invest any funds in the debt instruments, unless they can afford to take the risk attached to

such investments. Investments in real estate development projects also involve substantial

risks, and potential investors should not invest in the Debentures unless they appreciate the

risks associated with those types of investments. For taking an investment decision,

investors must rely on their own examination of the Issue, the Disclosure Document

(including the documents incorporated herein) and the risk involved. The NCD’s have not

been recommended or approved by Securities and Exchange Board of India (SEBI) or the

Anchor Investor nor do SEBI or the Anchor Investor guarantee the accuracy or adequacy of

this disclosure document. This Disclosure Document has not been submitted, cleared or

approved by SEBI. It should be clearly understood that the Company is solely responsible for

the correctness, adequacy and disclosure of all relevant information herein.

ISSUER`S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms

that this Disclosure Document (including the documents incorporated herein)contains all

information with regard to the Issuer and the Issue, which is material in the context of the

Issue, that the information contained in this Disclosure Document is true and correct in all

material aspects 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 Disclosure Document as a whole or any of such information or

the expression of any such opinions or intentions misleading in any material respect.

ISSUE SCHEDULE for SERIES A NCDS

Issue Opens on 21st August, 2013 Issue Closes on or before 31st August, 2013

The Issue Schedule for each series of the Additional NCDs shall be reflected in the

Addendum to this Disclosure Document to be issued for each such series of the Additional

NCDs.

The Company reserves the right to change the Issue time table including the Date of

Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior

notice. The Issue will be open for subscription at the commencement of banking hours and

close at the close of banking hours. The Issue shall be subject to the terms and conditions of

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this Disclosure Document filed with the Stock Exchange and other documents in relation to

the Issue.

CREDIT RATING

Brickworks Rating India Private Limited has assigned its BWR BB+ (SO) rating to NCDs of

Krishna Enterprises (Housing & Infrastructures) India Private Limited.. The rating is not

a recommendation to buy, sell or hold securities and investors should make their own

assessment prior to determining whether to participate in the offer. The ratings may be

subject to revision or withdrawal at any time by the assigned Credit Rating Agency on the

basis of new information and each rating should be evaluated independently of any other

rating. The ratings obtained are subject to revision at any point of time in the future.

LISTING

The NCDs are proposed to be listed on the Bombay Stock Exchange Limited ("BSE" or the

"Stock Exchange"). The BSE has given its 'in-principle' approval to list the NCDs by letter no.

DCS/COMP/SP/IP-PPDI/94/13-14, dated 13th

August 2013.

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DISCLAIMER

ISSUER’S DISCLAIMER

This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus

under the Companies Act, 1956. The Issue of Debentures is to be listed on the Wholesale

Debt Market (“WDM”) segment of the Bombay Stock Exchange, officially known as the BSE

Limited (“BSE”) under this Disclosure document and the Addendum to this Disclosure

Document is being made strictly on a private placement basis. This Disclosure Document is

not intended to be circulated to more than 49 (Forty Nine) person. Multiple copies hereof

given to the same entity shall be deemed to be given to the same person and shall be

treated as such. It does not constitute and shall not be deemed to constitute an offer or an

invitation to subscribe to the Debentures to the public in general. The issuer while filing the

Addendum to this Disclosure Document with respect to issuance of each such series of

debentures under this Disclosure Document shall include in such Addendum to the

Disclosure Document the details of that particular series and material changes, if any, to the

information already provided in this Disclosure Document.

This Issue is made in India to investors as specified under clause “Who Can Apply” of this

Disclosure Document, who shall be specifically approached by the Company. This Disclosure

Document 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.

Neither this Disclosure Document nor any other information supplied in connection with the

Debentures is intended to provide the basis of any credit or other evaluation and any

recipient of this Disclosure Document should not consider such receipt, a recommendation

to purchase any Debentures. Each Investor contemplating purchasing any Debentures

should make its own independent investigation of the financial condition and affairs of the

Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential Investors should

consult their own financial, legal, tax and other professional advisors as to the risks and

investment considerations arising from an investment in the Debentures and should possess

the appropriate resources to analyze such investment and the suitability of such investment

to such Investor's particular circumstances.

The Issuer confirms that, as of the date hereof, this Disclosure Document (including the

documents incorporated by reference herein, if any) contains all information that is material

in the context of the Issue and issue of the Debentures, is accurate in all material respects

and does not contain any untrue statement of a material fact or omit to state any material

fact necessary to make the statements herein, in the light of the circumstances under which

they are made, and are not misleading. No person has been authorized to give any

information or to make any representation not contained or incorporated by reference in

this Disclosure document and/or Addendum under this Disclosure document or in any

material made available by the Issuer to any potential Investor pursuant hereto and, if given

or made, such information or representation must not be relied upon as having been

authorized by the Issuer.

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This Disclosure document and the contents hereof are restricted only for the intended

recipient(s) who have been addressed directly and specifically through a communication by

the Company, and only such recipients are eligible to apply for the Debentures. All Investors

are required to comply with the relevant regulations/guidelines applicable to them for

investing in this Issue. The contents of this Disclosure Document 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 Disclosure Document being issued have been sent. Any application by a

person to whom the Disclosure Document has not been sent by the Issuer shall be rejected

without assigning any reason.

The person who is in receipt of this Disclosure Document and the Addendum to Disclosure

to Documents shall not reproduce or distribute in whole or part or make any announcement

in public or to a third party regarding the contents without the consent of the Issuer.

The Issuer does not undertakes to update the Disclosure Document to reflect subsequent

events after the date of the Disclosure Document 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 Disclosure Document nor any sale of Debentures made

hereunder shall, under any circumstances, constitute a representation or create any

implication that there has been no change in the affairs of the Issuer since the date hereof.

This Disclosure Document and Addendum under this Disclosure Document do not

constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in

any jurisdiction in which such offer or solicitation is not authorized or to any person to

whom it is unlawful to make such an offer or solicitation. No action is being taken to permit

an offering of the Debentures or the distribution of this Disclosure Document and

Addendum to Disclosure Documents in any jurisdiction where such action is required.

Persons into whose possession this Disclosure Document and the Addendum to Disclosure

Documents comes are required to inform themselves about and to observe any such

restrictions. The Disclosure Document is made available to Investors in the Issue on the

strict understanding that it is confidential.

This information memorandum has not been registered as a prospectus with the Monetary

Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the

"SFA") and accordingly, the Debentures may not be offered or sold, nor may the Debentures

be the subject of an invitation for subscription or purchase, nor may this memorandum or

any other document or material in connection with the offer or sale, or invitation for

subscription or purchase of the Debentures be circulated or distributed, whether directly or

indirectly, to any person in Singapore other than under exemptions provided in the SFA for

offers made (a) to an institutional investor (as defined in Section 4A of the SFA) pursuant to

Section 274 of the SFA, (b) to a relevant person (as defined in Section 275(2) of the SFA), or

any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance

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with the conditions specified in Section 275 of the SFA or (c) otherwise pursuant to, and in

accordance with, the conditions of any other applicable provision of the SFA.

Where the Debentures are acquired by persons who are relevant persons specified in

Section 276 of the SFA, namely:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the

SFA)) the sole business of which is to hold investments and the entire share capital of which

is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to

hold investments and each beneficiary of the trust is an individual who is an accredited

investor, the shares, debentures and units of shares and debentures of that corporation or

the beneficiaries' rights and interest (howsoever described) in that trust shall not be

transferred within six months after that corporation or that trust has acquired the

Debentures pursuant to an offer made under Section 275 of the SFA except:

(i) to an institutional investor or to a relevant person as defined in Section 275(2) of the

SFA, or any person pursuant to an offer that is made on terms that such shares, debentures

and units of shares and debentures of that corporation or such rights or interest in that trust

are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign

currency) for each transaction, whether such amount is to be paid for in cash or by

exchange of securities or other assets and further for corporations, in accordance with the

conditions specified in Section 275(1A) of the SFA;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law; or

(iv) as specified in section 276(7) of the SFA.

By accepting this information memorandum, the recipient hereof represents and warrants

that he is entitled to receive such information memorandum in accordance with the

restrictions set forth above and agrees to be bound by the limitations contained herein. Any

failure to comply with these limitations may constitute a violation of law

DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

This Disclosure Document has not been filed with Securities & Exchange Board of India

(SEBI). The Securities have not been recommended or approved by SEBI nor does SEBI

guarantee the accuracy or adequacy of this document. It is to be distinctly understood that

this document should not, in any way, be deemed or construed that the same has been

cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial

soundness of Company or for the correctness of the statements made or opinions expressed

in this document. The issue of NCDs being made on private placement basis, filing of this

document is not required with SEBI, however SEBI reserves the right to take up at any point

of time, with the Company, any irregularities or lapses in this document.

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DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document has been submitted to the Bombay Stock

Exchange Limited ("BSE") for hosting the same on its website. It is to be distinctly

understood that such submission of the document with BSE or hosting the same on its

website should not in any way be deemed or construed that the document has been cleared

or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or

completeness of any of the contents of this document; nor does it warrant that this Issuer's

securities will be listed or continue to be listed on BSE; nor does it take responsibility for the

financial or other soundness of the Issuer, its promoters, its management or any scheme or

project of the Company. Every person who desires to apply for or otherwise acquire any

securities of this Issuer may do so pursuant to independent inquiry, investigation and

analysis and shall not have any claim against BSE whatsoever by reason of any loss which

may be suffered by such person consequent to or in connection with such subscription/

acquisition whether by reason of anything stated or omitted to be stated herein or any

other reason whatsoever.

DISCLAIMER OF THE ANCHOR INVESTOR

It is to be distinctly understood and agreed by all Investors in the Debentures that the

Anchor Investor is acquiring the Debentures for its own account and on the same terms and

conditions as other Investors in the Debentures and therefore the Anchor Investor is not

acting in any fiduciary capacity on behalf of other Debenture Holders, nor is the Anchor

Investor providing any guarantees or assurances that the Debentures will perform as

described in this Disclosure Document. Further, the Anchor Investor does not, in any

manner warrant, certify or endorse the correctness or completeness of any of the contents

of this document; nor does it warrant that this Issuer's securities will be listed or continue to

be listed on BSE; nor does it take responsibility for the financial or other soundness of the

Issuer, its promoters, its management or any scheme or project of the Company. Every

person who desires to apply for or otherwise acquire any securities of this Issuer may do so

pursuant to independent inquiry, investigation and analysis and shall not have any claim

against the Anchor Investor whatsoever by reason of any loss which may be suffered by

such person consequent to or in connection with such subscription/ acquisition whether by

reason of anything stated or omitted to be stated herein or any other reason whatsoever.

CAUTIONARY NOTE

This Disclosure Document and any Addendum to Disclosure Document is not intended to

provide the sole basis of any credit decision or other evaluation and should not be

considered as a recommendation that any recipients of this Disclosure Document should

invest in the Debentures proposed to be issued by the Company. Each potential investor

should make its own independent assessment of the investment merit of the Debentures

and the Company. Potential investors should consult their own financial, legal, tax and other

professional advisors as to the risks and investment considerations arising from an

investment in the Debentures and should possess the appropriate resources to analyze such

investment and the suitability of such investment to such investor’s particular circumstance.

This Disclosure Document and any Addendum to Disclosure Document is made available to

potential investors on the strict understanding that it is confidential. Recipients shall not be

entitled to use any of the information otherwise than for the purpose of deciding whether

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or not to invest in the Debentures. Potential investors are invited to review the Transaction

Documents which provide complete details surrounding the transaction described herein

and which will be available for inspection at the registered office of the Issuer from 10 am to

5 pm on all business days.

No person including any employee of the Company has been authorized to give any

information or to make any representation not contained in this Disclosure Document and

any Addendum to Disclosure Document. Any information or representation not contained

herein must not be relied upon as having being authorized by or on behalf of the Company.

Neither the delivery of this Disclosure Document at any time nor any statement made in

connection with the offering of the Debentures shall under the circumstances imply that any

information/representation contained herein is correct at any time subsequent to the date

of this Disclosure Document. The distribution of this Disclosure Document or the Application

Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law in

certain jurisdictions. This Disclosure Document does not constitute an offer to sell or an

invitation to subscribe to the Debentures in any jurisdiction to any person to whom it is

unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession

this Disclosure Document comes are required by the Company to inform themselves about

and observe any such restrictions.

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DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the

meanings given below in this Disclosure Document.

General terms

Term Description

“KE” or “Krishna Enterprises” or the

“Company” or the “Issuer” or “our

Company”

Krishna Enterprises (Housing &

Infrastructures) Private limited, a company

incorporated under the Companies Act, 1956

having its registered office at 32, Second

Floor, "PSR Marvel" Bellary Main Road,

Adjacent to Canara Bank, Hebbal,

Bangalore– 560024, Karnataka

“we”, “us”, “our” Unless the context otherwise requires, the

Company, its Subsidiaries, and joint

ventures,

Company related terms

Term Description

Articles of Association The articles of association of the Company

Auditors Pee dee kapur & Co, Chartered Accountants,

New Delhi are the statutory auditors of the

Company.

Board of Directors/Board

The Board of Directors of the Company or a

duly constituted committee thereof.

Director(s)

Director(s) on the Board, as appointed from

time to time

Promoter(s)

Mr. Anil Kumar Ravi and Mr. Sunil Kumar

Ravi

Registered Office

32, Second Floor, "PSR Marvel" Bellary Main

Road, Adjacent to Canara Bank, Hebbal,

Bangalore– 560 024, Karnataka

Subsidiaries

subsidiary of a company as defined under

the Companies Act, 1956

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Issue related terms

Term Description

Allot/Allotment/Allotted

Unless the context otherwise requires or

implies, the allotment of the Debentures

pursuant to the Issue.

Anchor Investor Walton Street India Finance I, L.P. shall be

the first Anchor Investor. The Anchor

Investor may be removed and replaced by a

new Anchor Investor by the affirmative vote

of Debenture holders holding 75% of the

outstanding Debentures.

Application Form

The form in which an investor can apply for

subscription to the Debentures

Beneficial Owner(s)

Holder(s) of the Debentures in

dematerialized form as defined under

section 2 of the Depositories Act.

Coupon Payment Date

Date of payment of interest on the

Debentures

Credit Rating Agency Brickwork Ratings India Private Limited

Debentures or NCDs Up to 800 Secured, Listed, Rated,

Redeemable Non-Convertible debentures of

the face value of ` Rs.10,00,000/- (Rupees 10

lacs) each aggregating to Rs. 80 Crores to be

issued in one or more tranches and/or

series.).The Debentures or NCDs shall mean

and include the Series A NCDs and the

Additional NCDs.

Debenture holder(s) The investors who are allotted Debentures

Debenture Trust Deed The Debenture Trust Deed executed by the

Issuer and the Promoters of the Issuer in

favour of the Debenture Trustee in respect

of the Issue.

Debenture Trustee Trustee for the Debenture holders, in this

case being IL&FS Trust Co. Ltd.

Debenture Trustee Regulations

Securities and Exchange Board of India

(Debenture Trustee) Regulations, 1993, as

amended

Depository(ies)

A depository registered with the SEBI under

the Securities and Exchange Board of India

(Depositories and Participant) Regulations,

1996, as amended from time to time, in this

case being NSDL and CDSL.

Disclosure Document

This Shelf Disclosure Document, dated 14

August, 2013 for Private Placement of

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Secured, To- Be-Listed, Rated, Redeemable,

Non-Convertible Debentures for cash at par

aggregating up to Rs. 80 Cr to be issued by

the Company.

First Closing Date The date on which the closing of the issue of

the Series A NCDs is consummated which

shall be the earlier of (i) 31 August 2013 or

(ii) such earlier date as the Minimum

Subscription is secured, subject to the

satisfaction of the applicable conditions to

closing as set out in the Debenture Trust

Deed.

QFI

QFI / Qualified Foreign Investor, is a person

resident in a country that is compliant with

Financial Action Task Force (FATF) standards

and has been in compliance with all the

applicable laws and has opened a DP

account with a qualified DP registered with

Securities and Exchange Board of India after

fulfilling the applicable KYC procedures.

Issue

Issue by way of private placement of the

Debentures by the Issuer.

Majority Debenture Holders The Anchor Investor, so long as it holds

Debentures in an aggregate amount of not

less than 10% (Ten Percent) of the

Debentures or, if the Anchor Investor holds

Debentures in a nominal amount of less than

10% of the outstanding debentures or is

removed as the Anchor Investor without the

appointment of a replacement, Debenture

holders holding an aggregate amount of not

less than 75% (Seventy Five Percent) of the

value of the nominal amount of the

Debentures outstanding from time to time.

Maturity Date

The date on which repayment of the

principal amount in respect of the

Debentures shall be made (i.e.,: 30 months

from the First Closing Date).

Minimum Subscription Amount Commitments to subscribe for Series A NCDs

in an amount of not less than 55 crores.

Mutual Fund Mutual fund registered with SEBI under the

Securities and Exchange Board of India

(Mutual Funds) Regulations, 1996.

NRI

A person resident outside India, who is a

citizen of India or a person of Indian origin

and shall have the same meaning as ascribed

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to such term in the FEMA Regulations.

Pay-in Date

The date on which the Debenture holders

shall make payment for subscription to the

Debentures

Record Date

The date prior to the Maturity Date on which

the determination of the persons entitled to

receive interest in respect of the Debentures

(i.e., persons whose names are registered in

the Register of Debenture holders or

NSDL/CDSL record) shall be made.

Registered Debenture holder

The Debenture holder whose name appears

in the Register of Debenture holders or in

the beneficial ownership record furnished by

NSDL/CDSL for this purpose.

Register of Debenture holders

The register maintained by the

Company/R&T containing the name of

Debenture holders entitled to receive

interest in respect of the Debentures on the

Record Date, which shall be maintained at

the Registered Office

Registrar/Registrar to the Issue M/s. Integrated Enterprise (India) Limited

Stock Exchange BSE

Working Days

All days except Saturday, Sunday and any

public holiday.

Conventional and General Terms, Abbreviations and References to Other Business

Entities:

Term Description

AY Assessment Year

Buy-Back Regulations

Securities and Exchange Board of India (Buy-

back of Securities) Regulations, 1998, as

amended from time to time.

BSE The Bombay Stock Exchange Limited.

NSDL National Security Depository Limited.

IPO Initial Public Offering.

Companies Act

The Companies Act, 1956 as amended from

time to time.

Depositories Act

The Depositories Act, 1996, as amended

from time to time

Depository Participant/DP

A depository participant as defined under

the Depositories Act.

Equity Shares

Equity shares of the Company of face value

of ` 10 each.

FEMA Foreign Exchange Management Act, 1999.

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FEMA Regulations Rules and Regulations issued by the RBI

under the FEMA.

Fiscal

Period of twelve months ended March 31 of

that particular year, unless otherwise stated

HNI High Net worth Individual.

HUF Hindu Undivided Family.

ISIN

International Securities Identification

Number.

IT Act

The Income Tax Act, 1961, as amended from

time to time.

LOA Letter of Allotment

p.a. per annum.

PAN Permanent Account Number

PAC Persons Acting in Concert.

RBI The Reserve Bank of India.

RoC The Registrar of Companies,

Rs.` Rupees.

SEBI

The Securities and Exchange Board of India

constituted under the SEBI Act, 1992

SEBI Act

The Securities and Exchange Board of India

Act, 1992, as amended from time to time.

SEBI Regulations

The Securities and Exchange Board of India

(Issue and Listing of Debt Securities)

Regulations, 2008 issued by SEBI.

SEZ Special Economic Zone

SF Square Feet

YTM Yield to Maturity

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This Disclosure Document and the contents hereof are restricted only for listing of NCDs.

All investors are required to comply with the relevant regulations/guidelines applicable to

them.

Each Person receiving this Disclosure Document and Addendum to Disclosure Document

acknowledges that:

The Issuer will update the Disclosure Document as required by the SEBI (Issue and Listing of

Debt Securities) Regulations, 2008 (as amended by the SEBI (Issue and Listing of Debt

Securities)(amendment) Regulations, 2012. The Disclosure Document (as updated from time

to time by an Addendum) may not reflect certain subsequent events after the date of the

Disclosure Document (as updated by the Addendum) and thus it should not be relied upon

with respect to such subsequent events without first confirming its accuracy with the Issuer.

Potential investors are invited to review the Transaction Documents which provide

complete details surrounding the transaction described herein and which will be available

for inspection at the registered office of the Issuer from 10 am to 5 pm on all business days.

EXECUTIVE SUMMARY

Purpose

Krishna Enterprises (Housing & Infrastructures) India Private Limited wishes to issue up

to Rs. 80 Crore Secured, To-be-Listed, Rated, Redeemable Non-Convertible Debentures. The

proceeds from the present issue shall be used for the following purposes:

(a) Repayment of the existing secured loan obtained towards Project Shelton, Project

Northwood and Project Mystiq (collectively, the “Projects”);

(b) Towards construction costs and other project related expenses for the Projects, as per

their respective business plan; and

(c) Establishment of reserves for interest payments due under the Debentures, General

Corporate purposes and Working Capital requirements.

Temporary surplus, if any, of the issue proceeds shall be deposited in money market

instruments, mutual funds and/or deposits with banks.

About Krishna Enterprises (Housing & Infrastructures) India Private Limited:

Krishna Enterprise (Housing & Infrastructures) India Private Limited, is a company

incorporated under the provisions of the Companies Act, 1956 having its Registered Office

at Hebbal, Bangalore.

Krishna Enterprises (Housing & Infrastructures) India Private Limited is a reputed Bangalore

based developer. Mr. Anil Kumar and Mr. Sunil Kumar are the promoters (“Promoters”) of

the Issuer as well as the Krishna Group (“Group”). The Group has interests in various

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business endeavours, viz, construction, real estate, trading and wholesaling in sanitary wear

and flooring products. The Promoters have more than 21 years of experience in fields

ranging from engineering, construction, plotted development, infrastructure and interiors.

In the real estate space, they have also taken up and delivered joint developments with

landowners apart from executing projects under the outright purchase model.

The Company is an experienced real estate developer with a strong development and

delivery track record, having handed over 5 Lac square feet of residential space and 500+

plotted developments spread across 20 projects in various micro-markets of Bangalore.

Selected examples of previously completed KEIPL projects include the following:

• Krishna Greens - 145,000 SF of group housing

• Hillside Meadows – 110 plots of Residential plotted development

• Krishna North Villa I & II – 120,000 SF of Residential Villas

• Krishna Dwellington - 135,000 SF of affordable group housing

The Group has strong local knowledge of the regulatory environment, vendors & suppliers,

buyers and end users and other stakeholders, including brokers and consultants.

Brand Name

Krishna Enterprises (Housing & Infrastructures) India Private Limited

Financial Performance of last 3years

Key Operational and Financial Parameters for the last 3 years

Amt in Rs. Lakhs

Parameters Audited

FY-2010-11

Audited

FY-2011-12

Unaudited

FY-2012-13

For Non-Financial Entities

Net worth

214.09

239.54 300.40

Total Debt

1,444.03

2,269.17 3,985.76

of which – Non Current Maturities

of

378.99

733.27 2,139.26

Long Term Borrowing

- Short Term Borrowing

371.25

370.76 319.71

- Current Maturities of

693.79

1,165.14 1,526.79

Long Term Borrowing

Net Fixed Assets

398.42

378.03 605.05

Non Current Assets

400.19

733.24 620.96

Cash and Cash Equivalents 191.79

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61.27 12.75

Current Investments - - -

Current Assets

1,660.36

3,360.45 9,242.28

Current Liabilities

832.96

1,933.30 6,303.41

Revenue

1,379.02

1,275.33 2,997.96

EBITDA

267.94

250.43 245.63

EBIT

229.49

215.68 212.06

Interest

206.34

190.20 143.23

PAT

12.11

25.19 60.86

Dividend amount - - -

Current ratio (times)

1.99

1.74 1.47

Gross Debt Equity Ratio (times) 6.74 9.47 13.27

Particulars

Pre-Issue

(Unaudited as on

31.03.2013)

Post-Issue

Debt equity ratio 13.27 times 28.1 times

Revenue break-up as on 31.03.2013*

Real estate development Rs. 27.87 crore

Hospitality Rs. 2.03 crore

* nos for FY 2012-13 are provisional and not audited

Brief Details of debt securities sought to be listed

Instrument

Secured, To-be-Listed, Rated, Redeemable Non-Convertible

Debentures to be listed in one or more tranches and/or

series (“NCDs” or “Debentures”). The Debentures or NCDs

shall mean and include the Series A NCDs and the Additional

NCDs.

Mode of Placement Private placement to eligible investors

Rating BWR BB+ (SO).

Listing To be listed on BSE within 15 days of Issuance of each series

of Debentures.

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The Promoters and the Company have undertaken to have the

NCDs listed on the Bombay Stock Exchange as soon as

practicable, but in any event within 15 days of the Deemed

Date of Allotment of the first QFI subscribing to the Issue, in

the case of the Series A NCDs, and within 15 days of the

applicable closing date of any subsequent Issue of Additional

NDCs, as per the extant regulations at their own cost. A failure

to list the Series A NCDs or the Additional NCDs within the said

15 day time periods would constitute an Event of Default under

the Debenture Trust Deed governing the NCDs and, as such,

the Debenture Trustee, with the consent of the Majority

Debenture Holders, would be authorized to immediately

accelerate the redemption of the applicable Debentures and to

redeem the applicable Debentures in full, including interest at

the Default Interest rate.. The Debentures shall be issued and

allotted in two or more series viz., Series A NCDs and the

Additional NCDs. The Series A NCDs and the Additional NCDs

shall be allotted on different dates and these Debentures shall

be listed within the 15 day period referenced above applicable

to each Issue.

Face Value Rs. 1,000,000 (Rupees Ten lacs only) per NCD.

Amount Up to Rs. 80 crore in multiple tranches and/or series: viz.,

Series A NCDs of 55 crores and Additional NCDs in one or

more series of up to 25 crores.

Coupon

18.4% per annum payable monthly based on 360 / 30 day

convention.

Maturity 30 months from the First Closing Date .

Premature redemption

Penalty

The Debentures cannot be redeemed during the first 18

months from the First Closing Date other than per the

repayment schedule Described in the Transaction

Documents. However, if additional principal payments are

made on the Debentures from the Issuer’s own funds

between months 19 and 30 following the First Closing Date,

the Issuer will be required to pay a prepayment penalty in

the form of Default Interest equal to 1% of the principal

repaid which is in excess of the principal repayment

schedule described in the Transaction Documents. However,

if the Issuer elects to part prepay/ repay/foreclose the

outstanding principal amount fully with borrowed funds at

any time between months 19 and 24 following the First

Closing Date, the Issuer will be required to pay the

prepayment penalty in the form of default interest equal to

3% of the principal amount foreclosed.

Redemption 30 months from the First Closing Date. There will be a

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moratorium of 12 months from the First Closing Date for

principal repayment and thereafter principal shall be repaid

in 18 equal monthly instalments from the 13th month from

the First Closing Date, as described in the Transaction

Documents.

Outstanding Amount

The sum of the outstanding principal, accrued interest based

on monthly compounding, Default Interest payable (if any),

prepayment charges and other charges and fees payable, if

any as per the “Transaction Documents”.

Taxes duties cost and

expenses

Relevant taxes, duties and levies are to be borne by the

Issuer. The charges / fees and any amounts payable under

the Debentures by the Issuer to the Debenture holders as

mentioned herein do not include any applicable taxes, levies

including service tax etc. and all such impositions shall be

borne by the Issuer additionally. However any TDS as

applicable may be deducted out of the payment due and

paid as charges/fees/interest on the Debentures.

Issue of Debentures

The Issuer will issue the Debentures / Letters of Allotment in

dematerialized form within two business days from the First

Closing Date in the case of the Series A NCDs and within two

business days from the closing date of each subsequent

series of Additional NCDs.

Interest on Application

Money

No interest shall be payable on the application money for

the period from the date of realization of subscription

money up to the Deemed Date of Allotment of the Series A

NCDs and of each series of Additional NCDs.

Day Count Basis

Interest payable on the Debentures will be calculated based

on a 360/30 day convention.

Depositories

Applications will be made for the Debentures to be

deposited with NSDL & CSDL.

Default Interest

In case of default of interest and/ or principal redemption on

the due dates, additional interest @ 2% per month over the

Documented rate will be payable by the company.

Business Day Convention If the date for performance of any event or the due date

for any payment, including but not limited to the Maturity

Date, falls on a day that is not a Business Day, then the

date in respect of performance of such event or the due

date for payment shall be the immediately preceding

Business Day.

Governing Law

The Facility and security documents shall be governed by

laws of India and shall remain subject to jurisdiction of

Courts of Bangalore.

Share Capital history of Krishna Enterprises (Housing & Infrastructures) India Private

Limited as on the last quarter for the last five years

(For equity shares)

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Date of

allotment

No. of

shares and

distinctive

numbers

Face

value (`)

Isuue

price (`)

Consideration

Nature of

allotment

Cumulative

paid up

capital (`)

03.08.2007 01 to

2,00,000

10/- 10/- 20,00,000 Allotment at

the time of

Incorporation

20,00,000

03.08.2007 200001 to

250000

10/- 10/- 5,00,000 Allotment at

the time of

Incorporation

25,00,000

03.08.2007 250001 to

450000

10/- 10/- 20,00,000 Allotment at

the time of

Incorporation

45,00,000

03.08.2007 450001 to

500000

10/- 10/- 5,00,000 Allotment at

the time of

Incorporation

50,00,000

Statement containing dates and parties of material contracts and agreements involving

financial obligations –

A: Secured Loans

Bank/NBFC Description Sanctioned limit Utilized as on

30.06.2013

Repaid till

30.06.2013

Dewan Housing

Finance

Corporation

Limited

Mortgage &

Project Loans

760,000,000

543,500,000

255,570,880

Karnataka State

Financial

Corporation

Mortgage Loan

32,500,000

32,500,000

4,800,000

Reliance Capital

Limited

Vehicle Loan

372,000

372,000

372,000

Axis Bank Vehicle Loan

200,000

200,000

103,034

ICICI Bank Vehicle Loan

1,125,000

1,125,000

339,728

Toyota Finance Vehicle Loan

1,188,000

1,188,000

87,030

795,385,000

578,885,000

261,272,672

B: Joint Development Agreements

Date of Land owner Sellable area Sellable area

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agreemen

t

(SF)

Residential

(SF) -

Commercial

10.11.200

8 M Manikyam 89,471 9,929

10.11.200

8

Prakash L Gangwani &

Others 45,105 5,005

25.06.200

8 M RajaGopal 13,230 -

25.06.200

8

Mr. Munegowda,

Narayanappa, Nanjappa and

Jayanna

79,415 -

MANAGEMENT AND OWNERSHIP

Brief profiles of Directors of Krishna Enterprises (Housing & Infrastructures) India Private

Limited

Name Address Profile

R ANIL KUMAR 357/A,’Krishna’ Gokula 1st

Stage, 2nd Phase, Mathikere,

Bangalore 560 054

Mr. Anil Kumar (Managing

Director) has a professional

Civil Engineering degree and

over 23 years of experience

in architecture & planning,

engineering & construction,

plotted development

serviced with requisite

infrastructure etc., He is a

guiding force behind a team

of professionals to efficiently

manage the projects and

take various initiatives to

grow the business. He

believes in timely execution

of projects, quality and aims

at achieving customer

satisfaction.

R SUNIL KUMAR 357/9,Krishna Gokula,

Nambiyath Building, M S

Ramaih Main Road,

Mathikere,

Bangalore 560 054

Mr. Sunil Kumar heads the

Ceramics Division of Krishna

Group. He has over 21 years

of professional experience in

the ceramic tiles and building

materials business. He is

keen to identify various

opportunities to have

growth in the business not

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only in terms of revenue but

also in terms of introducing

innovative products

Corporate Details

Sr. No. Particulars Details

1 Name of the Company

Krishna Enterprises (Housing

& Infrastructures) India

Private Limited

2 Type of Company

Private Limited

3 Corporate Identification Number (CIN)

U45201KA2007PTC042601

4 Permanent Account Number (PAN)

AADCK 1396 D

5 Promoter

R ANIL KUMAR AND R SUNIL

KUMAR

6 Authorized Share Capital

Rs. 50,00,000/-

7 Paid up Share Capital

Rs. 50,00,000/-

Shareholding Structure:

Details of Share Capital:

Authorized

Rs. 5,000,000/-

Issued

Rs. 5,000,000/-

Subscribed and Paid-up

Rs. 5,000,000/-

Details of total debt outstanding as on 30th

June 2013 (` In Crores)

(A) Secured Loans Rs. 32.20 Crs

(B) Unsecured Loans Rs. 6.50 Crs

Total Rs. 38.70 Crs

Sr no Particulars

No of

Shares Face Value %

1 R Anil Kumar 250,000 Rs. 10/- 50%

2 R Sunil Kumar 250,000 Rs. 10/- 50%

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Due for repayment/redemption within next

year

RS. 11.86 Crs

Details of Secured Borrowings including any Debt Securities outstanding as on 30th

June,

2013

Sl

No particulars

Sanctioned

Loan Outstanding Security Provided

1 Dewan

Housing

Finance

Corporation

Limited

100,000,000

90,317,581

1) Mortgage of property Situated at Sy

no.134/4(old Sy No.134/2) &

133/9,(old Sy No.133/8) Doddatogur

village, baglur cross, Bangalore South

and

2) Exclusive charge by way of

hypothecation of all the receivables of

the company, present and future

including receivables from the above

property , on going projects namely

Krishna Shelton and Krishna

Northwood

2

Dewan

Housing

Finance

Corporation

Limited

40,000,000

25,414,200

Mortgage of 6 acres and 3 gunthas of

N.A. land situated at Krishna Verve Sy

no.133/8 & 133/4, doddatogur village,

baglur cross, Bangalore South Taluk,

Near Electronic City, Bangalore.

3

Dewan

Housing

Finance

Corporation

Limited

180,000,000

138,250,381

a) Mortgage of property Situated at Sy

no.134/4 ( old Sy No.134/2) & Sy.No.

133/9,(old Sy.No.133/8) Doddatogur

Village, Baglur cross, Bangalore South.

B) Mortgage of property situated at sy

no. 77/3 & 75/3B, Chokkanahalli,

Yelahanka Hobli, Jakkur Post, Hegde

Nagar, Bangalore North Taluk

admeasuring 32,496.28 sqft and

saleable area of about 55,717sqft of

17 Villas. (As detailed in Annexure I c)

Mortgage of property situated at sy

no. 77/3 & 75/3B, Chokkanahalli,

Yelahanka Hobli, Jakkur Post, Hegde

Nagar, Bangalore North Taluk

admeasuring 6,507 sqft and saleable

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area of about 13,265 sqft of from 4

Villas (As detailed in Annexure II)

d) Exclusive charge by way of

hypothecation of all the receivables of

the company, present & future

including rceivebales from the above

property, on going projects namely

Krishna Shelton and Krishna

Northwoods

4

Dewan

Housing

Finance

Corporation

Limited

140,000,000

8,163,894

1. Mortgage of property situated at sy

no. 77/3 & 75/3B, Chokkanahalli,

Yelahanka Hobli, Jakkur Post, Hegde

Nagar, Bangalore North Taluk

admeasuring 52769.76 sqft and

saleable area of about 82000sqft of

from 25 unsold villas ( Developer

share)

Hypothecation charge on receivables

from sold/unsold villas in the

project.(Details of sold and unsold flats

in Annexure I)

2. Mortgage of 3 flats in their project

Krishna Greens situated at Kodigehalli

Village, Yelahanka, Bangalore North

Details of the flats to be given for

mortgage is as under

Flat No.12A,Gr.Floor, E Block,SBA 1306

,UDSL 707, Garden area 159, Flat No.G-

06 .Gr.Floor, B Block, SBA 1672, UDSL

900, Garden Area 144 and F-008, Block

1st Floor, B Block , SBA 1741, UDSL

942and Garden Area 159

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5

Dewan

Housing

Finance

Corporation

Limited

300,000,000

25,783,064

Mortgage of the project Krishna

shelton to the extent of developer

share of unsold apartment of 216672

sqft (ie 126 apts as detailed in

Annexure I ) along with proportionate

share of land admeasuring 64678 sqft

& commercial area of 27906.99 sqft

along proportionate share of land

admeasuring 8698.39 sqft & common

areas and along with present and

future construcion thereon situated as

sy no. 153/1, Kattigenahalli, Yelahanka,

bangalore. 2. Exclusive charge

by way of hypothecation of all the

receivables from the developer share

of Sold and to be sold apartments and

commercial area in the projects(List of

sold apartments given Annexure II)

Collateral Security: Extension of charge

of 6 acres and 3 gunthas of N,A. land

situated at Krishna Verve, Survey

No.133/9 & 134/4,Doddathogur

Village, Begur Hobli, Bangalore South

Taluk, Near Electronic City, Bangalore.

6

Karnataka

State

Financial

Corporation

32,500,000

27,700,000

Mortgage Property of Krishinton

Suites, No.993, M S Ramaiah Main

Road, Mathekere, Bangalore - 560 044

PARTICULARS OF DEBT SECURITIES 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

The Company hereby confirms that it has not issued any debt securities (Debentures) or

agreed to issue any debt securities for consideration other than cash, whether in whole or in

part, at a premium or discount or in pursuance of an option since inception.

SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS

The Company has been discharging all its liabilities in time including the payment of interest

and principal due on loan facilities availed. The Company hereby confirms that:

25 | P a g e

A) It has been servicing all its principal and interest liabilities on time and there has been no

instance of delay or default since inception.

B) It has neither defaulted in repayment/ redemption of any of its borrowings nor affected

any kind of roll over against any of its borrowings in the past.

The Company has not defaulted in its debt service obligations. The Company undertakes to

fulfil its future debt service obligations whenever they arise.

FUTURE BORROWINGS

The Company shall not be entitled, to make any further secured / unsecured borrowings for

meeting its business purpose / working capital requirements or for any other purpose

without prior written approval from Debenture Trustee (acting with the consent of the

Majority Debenture Holders.

Details of Promoters of the Company:-

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 R Anil Kumar 250,000 250,000 50% Nil Nil

2 R Sunil

Kumar

250,000 250,000 50% Nil Nil

List of highest ten holders of equity capital of the issuer -

Credit Rating

BWR BB+ (SO) [Pronounced BWR Double B Plus (Structured Obligation)] Rating.

Outlook: Stable

The rating takes into account, inter alia, promoters’ experience, experienced management

team, escrow account and maintenances of debt service reserves. However timely

completion of Krishna Shelton and Krishna Mystiq without any time and cost overrun, timely

receipt of requisite approvals for Krishna Mystiq project, and ability of KEIPL’s to

successfully sell the unsold units would remain key rating sensitivities

TERMS OF OFFER

This is a Confidential Disclosure Document setting out the terms and conditions pertaining

to the issue of Secured, To-be-Listed, Rated, Redeemable Non-Convertible Debentures to be

Sr no Particulars

No of

Shares Face Value %

1 R Anil Kumar 250,000 Rs. 10/- 50%

2 R Sunil Kumar 250,000 Rs. 10/- 50%

26 | P a g e

issued by the Issuer. Your participation and subscription is subject to the completion of the

Application Form and submission of relevant documents.

ISSUE SIZE

The Company proposes to raise a total amount of up to Rs.80 crores (Rupees Eighty Crores

only) through the issue of up to 800 (Eight Hundred) Secured, To-be-Listed, Rated,

Redeemable, Non-Convertible Debentures of Rs 10,00,000/- (Rupees Ten lacs) to be issued

in multiple tranches and in two or more series.

REGISTRATION AND GOVERNMENT APPROVALS

This present issue of Debentures is being made in accordance with extant guidelines for

floatation of Debentures as amended from time to time. The Company can undertake the

activities proposed by it in view of the present approvals and no further approval from any

government authority(ies) is required by the Company to undertake the proposed activities

save and except those approvals which may be required to be taken in the normal course of

business from time to time.

AUTHORITY

The Debentures are being issued pursuant to the resolution of the Board of Directors of the

Company, passed on 10th July 2013 and are also subject to the provisions of the

Memorandum and Articles of Association of the Company.

The Company hereby confirms that it is entitled to raise money through current issue of

Debentures with the consent/ permission/ approval from the Debenture holders/ Trustees/

Lenders/ other creditors of the Company, wherever applicable.

NATURE OF THE INSTRUMENT

The instrument shall be issued in the form of Secured, Listed, Rated, Redeemable, Non-

Convertible Debentures with a face value of Rs. 10,00,000 (Rupees 10 lacs) each by way of

private placement in multiple tranches and in two or more series, including the Series A NCDs

of 55 crores and the Additional NCDs in one or more series of up to 25 crores..

ISSUE PRICE

Each Debenture has a face value of Rs. 10,00,000 (Rupees Ten lacs) and is issued at par for

Rs. 10,00,000 (Rupees Ten lacs).

RATING

The Debentures have been assigned a rating of “BWR BB+ (SO)” by Brickworks Ratings A

copy of the rating letter from Brickwork Ratings is enclosed as Annexure 5 to this Disclosure

Document. The present issue is covered by the above rating.

Instrument with this rating are considered to have moderate risk of default regarding timely

servicing of financial obligation.

27 | P a g e

Other than the credit rating mentioned herein above, the Issuer has not sought any other

credit rating from any other credit rating agency(ies) for the Debentures offered for

subscription under the terms of this Disclosure Document.

The above rating is not a recommendation to buy, sell or hold securities and investors

should take their own decision. The rating may be subject to revision or withdrawal at any

time by the assigning rating agencies and each rating should be evaluated independently of

any other rating. The rating obtained is subject to revision at any point of time in the future.

The rating agencies have the right to suspend, withdraw the rating at any time on the basis

of new information etc.

MINIMUM SUBSCRIPTION

If the total subscriptions in respect of the Debentures are less than Rs. 55 crore (the

“Minimum Subscription Amount”) by 31st

August, 2013, then the Debenture Trustee shall

(unless such date is extended with the consent of the Issuer, the Majority Debenture

Holders and the BSE, if required,) declare that the issue has failed, whereupon all of the

funds received from the Debenture holders shall be refunded to the respective Debenture

holders without any interest.

UNDERWRITING

The present Issue of Debentures on a private placement basis has not been underwritten.

OBJECTIVE OF THE ISSUE

Krishna Enterprises (Housing & Infrastructures) India Private Limited wishes to issue

Rs. 80 Crore Secured, Listed, Rated, Redeemable Non Convertible Debentures. The proceeds

from the present issue shall be used for the following purposes:

(d) Repayment of the existing secured loan obtained towards the Projects;

(e) Towards payment of construction costs and other project related expenses for the

Projects, as per their respective business plan; and

(f) Establishment of reserves for interest payments due under the Debentures, General

Corporate purposes and Working Capital requirements.

Temporary surplus, if any, of the issue proceeds shall be deposited in money market

instruments, mutual funds and/or deposits with banks upon the direction / approval of the

Debenture Trustee.

INTERIM USE OF FUNDS

Pending utilization for the purposes described above, the Issuer intends to temporarily use

the funds investing in high quality interest/ dividend bearing liquid instruments including

money market mutual funds and deposits with banks for the necessary duration. Such

transactions would be at the prevailing commercial rates at the time of investment upon the

direction / approval of the Debenture Trustee.

28 | P a g e

SECURITY

The Debentures, interest thereon, Debenture Trustees remuneration and all other monies

relating thereto shall be secured by the following:

a. Security by way of mortgage shall be created by way of first and exclusive charge over

Project A, Project B and Project C (detailed below) by way of registered Simple Mortgage,

after all amounts owed to the existing secured lender, Deewan Housing Finance

Limited, have been repaid and its charge on the Projects shall have been released.

The Issuer has committed to secure the release of the existing mortgage and create

the new mortgage in favour of the Debenture Trustee within 30 days from the First

Closing Date.

b. Hypothecation of Project Receivables: Security over the Project Receivables shall be

created by the Security Providers by way of execution of Hypothecation Deed/

Agreement creating a charge over the Project Receivables deposited in the Escrow

Account, Project Escrow Account, in favor of the Debenture Trustee.

c. Personal Guarantee of the Promoters.

d. Share Pledge by the Promoters of 26% issued and paid up shares of the Company.

e. Purchase Option Agreement to purchase the unsold units in Project A, Project B and

Project C at a discount in the event of default.

f. Demand Promissory Notes.

The aforesaid security will be created in favour of the Debenture Trustee within 30 days

from the First Closing Date, extendable on request, for a further period of 15 days.

The Issuer shall inform the Debenture Trustee as well as the Debenture holders, the

creation of the charge in favor of the Debenture Trustee by filling the requisite form with

Registrar of Companies under section 132 of Companies Act, 1956 within the stipulated time

as further described in the Transaction Documents.

The Issuer’s failure to create the security within the time prescribed or the extended period,

as set out above, shall result in the Issuer being liable to pay additional interest at the rate

of 2% per month on the outstanding amount of the Debentures from the Deemed Date of

Allotment until the date of the creation of the security to the satisfaction of the Debenture

Trustee. In addition, in the event the security is not created even after a period of a further

15 days over and above the stipulated period of 30 days from which the Issuer is required to

do so under the Transaction Documents, and any further extended period, as may be

agreed, the Debenture Trustees, with the approval of the Majority Debenture Holders, shall

be entitled to recall the outstanding principal amounts on the aforesaid Debentures along

with all other monies / accrued interest due in respect thereof, without prepayment

penalty.

29 | P a g e

Should the Issuer fail to successfully list the Debentures on the BSE within 15 days of the

Deemed Date of Allotment of the first QFI to subscribe to the Issue, in the case of the Series

A NCDs, the Debentures will be completely and immediately redeemed by the Issuer at the

direction of the Debenture Trustee.

The Issuer is required to secure general liability insurance for the Projects as a condition

precedent to the initial issue of the Series A NCDs. If such insurance is not secured prior to

the First Closing Date (and such condition to closing is waived such that the Series A NCDs

are issued), no funds will be disbursed from the Escrow Account without the consent of the

Debenture Trustee and the Majority Debenture Holders to the Issuer for any until such

insurance is secured. If the Issuer fails to secure the said insurance within 15 days of the

First Closing Date, the Debenture Trustee, with the consent of the Majority Debenture

Holders, shall be entitled to recall the outstanding principal amount of the aforesaid

Debentures along with all other monies / accrued interest due in respect thereof, without

prepayment penalty.

DESCRIPTION OF THE PROJECTS

Project A - Shelton

This Project is located off Bellary Road, off the Hyderabad National Highway (NH-7) on the

way to the Bangalore Airport close to Delhi Public School ( north), and is being developed

over approximately 3.83 acres of land (see Appendix I for location maps). This project is

controlled by the Developer through a Joint Development Agreement “JDA” with the land

owners and outright ownership. The breakdown of the land ownership is as follows :

approximately 3.83 acres (the Developer owns 1 acre outright) and is being developed into 2

residential towers (462,142 square feet) and a small commercial space (50,000 square feet)

alongside one of the residential towers. The overall sharing of the saleable area between

the Developer and land owners is ~70:30 respectively. Thus the Developer’s share is 327,508

square feet of residential space and 35,440 square feet of commercial space.

Project B - Northwoods

This Project is located along Thanisandra Main Road, off Highway 104 Bangalore, with close

proximity to Jakkuru Airport and the KNS Institute of Technology (see Appendix II for

location maps). This project is controlled by the Developer through a Joint Development

Agreement “JDA” with the land owners on approximately 5.08 acres of land for the purpose

of developing 72 residential villas. The total saleable area is approximately 237,675 square

feet., and the Developer’s share is 49 villas or 1,59,686 square feet of saleable area..

Project C - Mistiq

This project is strategically located off Hosur Road, 2 Km before Electronic City, and is being

developed over approximately 6.1 acres of land. The current development plan comprises of

440 residential units with an average size of 1,207 square feet (see Appendix III for location

maps) totalling to 528,000 square feet, totalling. The land is wholly owned by the

Developer. The project plans have already been submitted and are awaiting final approvals

to commence construction.

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Project A, Project B and Project C will be collectively referred to as “Projects”

TRUSTEE

The Debentures shall be issued in terms of the Debenture Trust Deed against mortgage on

property owned by the Issuer or any of its subsidiaries as described below under the

heading “Description of Property”.

In accordance with the provisions of Section 117B of the Companies Act, 1956 (1 of 1956)

and Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the

Issuer has appointed IL & FS Trust Company Limited to act as the Trustees for and on behalf

of the holder(s) of the Debentures.

A copy of letter from IL & FS Trust Company Limited conveying their consent to act as the

Debenture Trustee for the current issue of Debentures is enclosed as Annexure 3 in this

Disclosure Document.

The Debenture Trust Deed contains such clauses as may be prescribed under section 117A

of the Companies Act, 1956 and those mentioned in Schedule IV of the Securities and

Exchange Board of India (Debenture Trustees) Regulations, 1993. Further the Debenture

Trust Deed does not contain any clause which has the effect of (i) limiting or extinguishing

the obligations and liabilities of the Debenture Trustees or the Issuer in relation to any rights

or interests of the holder(s) of the Debentures, (ii) limiting or restricting or waiving the

provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992); Securities

and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and

circulars or guidelines issued by SEBI, (iii) indemnifying the Trustees or the Company for loss

or damage caused by their act of negligence or commission or omission.

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 their 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 holder(s) of the Debentures. Any payment made by the Issuer to the

Debenture Trustee on behalf of the Debenture holder(s) shall discharge the Issuer to the

extent of such payment. The Debenture Trustee shall protect the interest of the Debenture

holders in the event of default by the Issuer in regard to timely payment of interest and

repayment of principal and shall take necessary action at the cost of the Issuer. No

Debenture holder shall be entitled to proceed directly against the Issuer unless the Trustee,

having become so bound to proceed, fails to do so

The Issuer shall produce to the satisfaction of the Trustees, before the Deemed Date of

Allotment of Series A NCDs, a certificate stating that the title of the property offered as

security is clear and marketable. As a condition precedent to the Allotment of the Series A

NCDs, the Company shall be required to secure a payoff letter from its existing secured

lender, Dewan Housing Finance Limited, indicating the amount outstanding on the

Company’s existing secured borrowings as well as the existing secured lender’s agreement

31 | P a g e

to release its charge on the Projects upon receipt of payment of the outstanding secured

borrowings.

The Debenture Trustee itself or through its agents shall supervise the implementation of the

conditions regarding the creation of the security for the debt securities and the debenture

redemption reserve, in compliance with provisions of the Companies Act and other

applicable law, including the Debenture Trustee Regulations. The Issuer shall, submit a

detailed valuation report of the properties offered as security, duly certified by an

independent valuer, before the allotment of NCDs.

The Issuer, post creation of the security, shall furnish a confirmation certificate in favour of

the Debenture Trustee that the security created by it in favour of the Debenture holders is

properly maintained, is adequate enough to meet the payment obligations towards the

Debenture holders in the event of default and is in accordance with the terms described in

this Disclosure Document.

The issuer shall not create any further charge on security without prior permission of the

Debenture Trustee, acting with the consent of the Majority Debenture Holders.

ISSUE TIME TABLE

This Shelf Disclosure Document is dated August 14, 2013 and shall be valid for a period of

180 days from the said date.

The Company shall have the sole discretion to issue such number of debentures on such

terms as it may deem fit.

Offer Opening Date for

Series A NCDs

: 21st August, 2013

Offer Closing Date for Series

A NCDs

: Not later than 31st

August, 2013

Pay-in Date & Deemed Date

of Allotment of Series A

NCDs

: 21st August, 2013 or such later date as funds are

deposited in the Escrow Account by a Debenture

holder.

The Issue time table for each series of the Additional NCDs shall be reflected in the

Addendum to this Disclosure Document to be issued for each such series of the Additional

NCDs.

(The Company, at its sole and absolute discretion, reserves the right to vary these dates

without giving any reasons or prior notice).

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The Issuer proposes to list the security on the BSE (Bombay Stock Exchange) and has

obtained in principle approval for listing on the BSE.

TERMS OF PAYMENT

The full face value of the Debentures applied for is to be paid along with the Application

Form. Investor(s) need to send in the Application Form and the cheque(s)/ demand draft(s)/

RTGS for the full face value of the Debentures applied for.

DEEMED DATE OF ALLOTMENT (“DDA”)

The term “Deemed Date of Allotment” shall mean and include the Deemed Date of

Allotment of the Series A NCDs and the Deemed Date of Allotment of the respective series

of the Additional NCDs.

The Deemed Date of Allotment of the Series A NCDs will be 21 August, 2013 or the date on

which the funds are deposited by a Debenture holder in the Escrow Account, whichever is

later (“Deemed Date of Allotment of Series A NCDs”).

The Deemed Date of Allotment for each series of the Additional NCDs shall be reflected in

the Addendum to Disclosure Document for each such series of the Additional NCDs

(“Deemed Date of Allotment of Respective Additional NCDs”).

Interest on the Debentures will accrue to the allottee(s) starting from the respective

Deemed Date of Allotment. The actual allotment of the Debentures may take place on a

date other than the Deemed Date of Allotment.

The Issuer reserves the right to keep multiple allotment dates/deemed dates of allotment at

its sole and absolute discretion and without any notice. In case, the issue closing date is

changed (advanced/postponed), the Deemed Date of Allotment may also be changed

(advanced/ postponed), by the Issuer at its sole and absolute discretion.

The Company shall, at its sole discretion, decide the quantum of amount to be allotted or

retained under this Issue.

INTEREST ON THE DEBENTURES

Terms of NCD

Amount Up to 800,000,000 (Rupees 80 crore) of NCDs to be issued in

multiple tranches and/or series, which will include the Series A

NCDs of Rs.550,000,000 (Rupees Fifty Five Crore) and the

Additional NCDs of up to Rs.250,000,000 (Rupees Twenty Five

Crore) to be issued in one or more tranches and in one or more

series.

Face value 10,00,000 (Rupees 10 lac)

33 | P a g e

Coupon 18.4% per annum payable monthly based on 360/30 day

convention.

Maturity 30 months from the First Closing Date. There will be a

moratorium of 12 months from the First Closing Date for

Principal repayment and, thereafter, principal shall be repaid in

18 equal monthly instalments from the 13th month as described

in the Transaction Documents.

Premature

Redemption penalty

The Debentures cannot be redeemed within 18 months from the

First Closing Date other than per the repayment schedule

described in the Transaction Documents. However, if additional

principal payments are made on the Debentures from the

Issuer’s own funds between months 19 and 30 following the

First Closing Date, the Issuer will be required to pay a

prepayment penalty in the form of Default Interest equal to 1%

of the principal amount that is prepaid (i.e., which is in excess of

the principal amount scheduled for repayment as described in

the Transaction Documents). However, if at any time between 19

and 24 months from the First Closing Date the Issuer wants to prepay

all or part of the NCDs from borrowed funds, the Issuer will be

required to pay a prepayment penalty in the form of default interest

equal to 3% of the principal amount prepaid.

The Debentures (Series A NCDs and Additional NCDs) shall carry an interest rate of 18.4%

p.a. on the principal amount of Debentures outstanding, from the respective Deemed Date

of Allotment (subject to deduction of tax at source at the rates prevailing from time to time

under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-

enactment thereof for which a certificate will be issued by the Company).

Payment will be made by way of cheque(s)/demand drafts/interest warrant(s), RTGS which

will be dispatched to the Debenture holder(s) by registered post/ speed post/ courier or

hand delivery on or before the interest payment dates.

COMPUTATION OF INTEREST

Interest for each interest period shall be computed on an Actual/Actual days basis,

compounded annually on the Principal outstanding on the Debentures at the applicable

Coupon Rate.

RECORD DATE

Record date for the purpose of payment of interest shall be at least 7 days prior to each

interest payment date, and 7 days prior to the date of maturity.

PAYMENT OF INTEREST

The interest will be payable monthly. (In case of part redemption, as per the Redemption

Payment, accrued coupon on the same will be paid on the date of payment of part

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redemption amount) to the registered Debenture holder(s) recorded in books of the

Issuer/NSDL/CDSL, and in case of joint holders, to the one whose name stands first in the

Register of Debenture holder(s) on the Record Date. In the event of the Issuer not receiving

any notice of transfer by the Record Date, the transferee(s) for the Debentures shall not

have any claim against the Issuer in respect of interest so paid to the registered Debenture

holder(s). Wherever the transfer is deemed to be defective by the Issuer, the Issuer will

keep all payments of remaining interest on such Debenture(s) in abeyance till such time the

defects are rectified to the satisfaction of the Issuer. The interest will be paid on the last day

of the month.

DEPOSITORY ARRANGEMENTS

The Issuer has entered into depository arrangements with National Securities Depository

Limited (NSDL) for the issue of Debentures in dematerialised form.

The Issuer has signed two tripartite agreements in this connection viz.

1. Tripartite Agreement between the Company, National Securities Depository Limited

(NSDL) and the Registrar i.e. National Securities Depository Limited.

2. Tripartite Agreement between the Issuer, Central Depository Services Limited (NSDL) and

the Registrar, i.e. M/s Integrated Enterprises (India) Private Limited.

RIGHT TO ACCEPT OR REJECT APPLICATIONS

The Issuer is entitled at its sole and absolute discretion, to accept or reject any application,

in part or in full, without assigning any reason thereto. The Application Forms, which are not

complete in all respects, are liable to be rejected. The rejected applicants will be intimated

along with the refund warrants, if applicable.

LETTER OF ALLOTMENT

The Issuer will make allotments to the investors in due course after verification of the

Application Form(s), the accompanying documents and on realization of the application

money.

The Depository Account of the investors with NSDL/CDSL will be credited within 7 working

days from the realization of the application money. The initial credit in the account will be

akin to the Letter of Allotment. On completion of all statutory formalities, such credit will be

substituted with a credit for the number of debentures allotted.

ISSUE OF DEBENTURES IN DEMATERIALISED FORM

Subject to the completion of all statutory formalities within 3 days from the Deemed Date of

Allotment, or such extended period as may be approved by the appropriate authority(ies),

the Debenture shall be issued in dematerialized form as per the provisions of Depositories

Act, 1996 (as amended from time to time).

The investors will have to hold the Debentures in dematerialised form and deal with the

same as per the provisions of Depositories Act, 1996 /rules as notified by NSDL/CDSL from

time to time.

Investors desirous of receiving Debentures in the dematerialised form should mention their

Depository Participants name, DP-ID and Beneficiary Account Number in the appropriate

35 | P a g e

place in the Application Form. The Issuer shall take necessary steps to credit the Depository

Account of the allottee(s) with the number of debentures allotted. In case of incorrect

details are provided by the investors and the Issuer is unable to credit the depository

account, the debentures will be issued in physical form to such investors.

PAYMENT ON REDEMPTION

The Debentures will be redeemed at a par by the date which is 30 months from the First

Closing Date. There will be a Principal moratorium of 12 months on the debentures

from the First Closing Date and thereafter principal shall be repaid in 18 equal monthly

instalments from the end of the 13th

month following the First Closing Date as described in

the Transaction Documents.

The maturity date: 30 months from the First Closing Date.

Redemption amount per debenture: Rs. 10,00,000/- (Payable as described in the

Transaction Documents.

The Debentures held in the Dematerialised Form shall be taken as discharged on payment of

the redemption amount by the Issuer on maturity to the registered Debenture holders

whose name appears in the Register of Debenture holders with the Issuer/NSDL/CDSL on

the record date. Such payment will be a legal discharge of the liability of the Issuer towards

the Debenture holders. On such payment being made, the Issuer will inform NSDL / CDSL

and accordingly the account of the Debenture holders with NSDL / CDSL will be adjusted.

The Issuer's liability to the Debenture holders towards all their rights including for payment

or otherwise shall cease and stand extinguished from the date the Debentures are

redeemed in full or the date on which the principal balance of the Debentures is eliminated.

Further the Issuer will not be liable to pay any interest or compensation following the date

at which the Debentures are redeemed in full.

On the Issuer dispatching the amount as specified above in respect of the Debentures, the

liability of the Issuer shall stand extinguished. Further the redemption proceeds shall be

directly credited through Real Time Gross Settlement ("RTGS") and where such facilities are

not available the Issuer shall make repayment of all such payment of all such amounts by

way of high value cheques / demand drafts.

MODE OF TRANSFER

The Debentures shall be transferable freely to all classes of eligible investors. The

Debentures may be transferred in whole or in part and/or transmitted in accordance with

the applicable provisions of the Companies Act. The Debentures held in dematerialised form

shall be transferred subject to and in accordance with the rules/procedures as prescribed by

NSDL/CDSL and the relevant depository participants of the transfer or transferee and any

other applicable laws and rules notified in respect thereof. The transferee(s) should ensure

that the transfer formalities are completed prior to the record date. In the absence of the

same, interest will be paid/redemption will be made to the person, whose name appears in

the register of Debenture Holders maintained by the Depositories. In such cases, claims, if

36 | P a g e

any, by the transferees would need to be settled with the transferor(s) and not with the

Issuer. No Debenture holder shall have the obligation to retain ownership of the Dentures

issued to it following the Deemed Date of Allotment, notwithstanding any rights conferred

to any Debenture holder under the Debenture Trust Deed.

Provided further that nothing in this section shall prejudice any power of the Issuer to

register as Debenture holder any person to whom the right to any Debenture of the Issuer

has been transmitted by operation of law.

REGISTER OF DEBENTURE HOLDERS

Register of Debenture holders containing the necessary particulars shall be maintained by

the Issuer at its Registered Office at 32, Second Floor, "PSR Marvel" Bellary Main Road,

Adjacent to Canara Bank, Hebbal, Bangalore– 560024, Karnataka

Registration of Transfers: All requests for registration of transfer along with appropriate

transfer Documents should be sent to the Issuer at the address mentioned above or at the

office of Registrar to the Issue.

The transferee shall also furnish name, address and specimen signatures and wherever

necessary, authority for purchase of Debentures. The Issuer/ Registrar to the Issue on being

satisfied with the adequacy and correctness of the Documentation; shall register the

transfer in its books.

SUCCESSION

In the event of demise of the holder of the Debenture(s), the Issuer will recognize the

executor or administrator of the deceased Debenture holder, or the holder of succession

certificate or other legal representative as having title to the Debenture(s). The Issuer shall

not be bound to recognise such executor, administrator or holder of the succession

certificate or other legal representative as having title to the Debenture(s), unless such

executor or administrator obtains probate or letter of administration or such holder is the

holder of succession certificate or other legal representation, as the case may be, from a

Court in India having jurisdiction over the matter. The Directors of the Issuer may, in their

absolute discretion, where they think fit, dispense with production of probate or letter of

administration or succession certificate or other legal representation, in order to recognise

such holder as being entitled to the Debenture(s) standing in the name of the deceased

Debenture holder on production of sufficient Documentary proof and/or indemnity.

RIGHTS OF ALL DEBENTURE HOLDERS

The Debenture holder(s) will not be entitled to any rights and privileges of shareholders

other than those available to them under statutory requirements. The Debentures shall not

confer upon the holder(s) the right to receive notice, or to attend and vote at the general

meetings of shareholders of the Issuer. The principal amount and interest, if any, on the

Debentures will be paid to the holder only, or in the case of joint holders, to the one whose

name stands first. The Debentures shall be subjected to other usual terms and conditions

incorporated in the Debentures that will be issued to the allottee(s) of such Debentures by

the Issuer. The Debenture Trust Deed may grant certain approval or consultation rights to

37 | P a g e

the Anchor Investor in relation to decisions to be by or on behalf of the Debenture Holders.

The foregoing shall not make the Anchor Investor a fiduciary of the other Debenture

holders, the Issuer or the Debenture Trustee. The Anchor Investor shall not be liable to the

Debenture holders, the Issuer or the Debenture Trustee in connection with the exercise of

such rights

MODIFICATION OF RIGHTS

The rights, privileges, terms and conditions attached to the Debentures may be varied,

modified or abrogated with the consent, in writing, of those holders of the Debentures who

hold at least 75% of the outstanding amount of the Debentures (of the current issue) or

with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture

holders, provided that nothing in such consent or resolution shall be operative against the

Issuer where such consent or resolution modifies or varies the terms and conditions of the

Debentures, if the same are not acceptable to the Issuer.

STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED

The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) Segment

of the Bombay Stock Exchange Limited (BSE)].

The Issuer has obtained an in-principle approval from the BSE dated 13 August 2013 for

listing of the Debentures on its Wholesale Debt Market (WDM) Segment. The Issuer has

undertaken to make an application to the BSE to list the Debentures to be issued and

allotted under this Disclosure Document and to secure the listing thereof on the BSE within

15 days of the Deemed Date of Allotment of the first QFI to subscribe to the Issue, in the

case of the Series A NCDs, and within 15 days of the applicable closing date for each

subsequent issue, in the case of the Additional NCDs. A failure to secure the listing of either

the Series A NCDs or any series of the Additional NCDs within the 15 day time period referred to

above would constitute an Event of Default under the Debenture Trust Deed governing the

NCDs and, as such, the Debenture Trustee, with the consent of the Majority Debenture Holders,

would be authorized to immediately accelerate the redemption of the applicable Debentures

and to redeem the applicable Debentures in full, including interest at the Default Interest rate. If

the subscription money is not repaid within 8 days after the Issuer becomes liable to repay

it, then the Issuer and every director of the Issuer who is an officer in default shall, on and

from expiry of 8 days, will be jointly and severally liable to repay the money, with interest at

the rate of 24 per cent per annum on application money, as prescribed under Section 73 of

the Companies Act, 1956.

In connection with listing of Debentures with BSE, the Issuer hereby undertakes that:

(a) It shall comply with conditions of listing of Debentures as may be specified in the Listing

Agreement with BSE.

(b) Ratings obtained by the Issuer shall be periodically reviewed by the credit rating agencies

and any revision in the rating shall be promptly disclosed by the Issuer to BSE.

(c) Any change in rating shall be promptly disseminated to the holder(s) of the Debentures

in such manner as BSE may determine from time to time.

(d) the Issuer, the Trustees and BSE shall disseminate all information and reports on

Debentures including compliance reports filed by the Issuer and the Trustees regarding the

38 | P a g e

Debentures to the holder(s) of Debentures and the general public by placing them on their

websites.

(e) Trustees shall disclose the information to the holder(s) of the Debentures and the

general public by issuing a press release in any of the following events:

(i) default by the Issuer to pay interest on Debentures or redemption amount;

(ii) Revision of rating assigned to the Debentures;

(f) The information referred to in para (e) above shall also be placed on the websites of the

Trustees, the Issuer and BSE.

LISTING

The NCDs are proposed to be listed on the BSE. The BSE has given its 'in-principle' approval

to list the NCDs by letter no. DCS/COMP/SP/IP-PPDI/94/13-14, dated 13th August 2013.

The Promoters and the Company have undertaken to have the NCDs listed on the BSE as

soon as practicable, but in any event within 15 days of the Deemed Date of Allotment

for the first QFI to subscribe to the Issue, in the case of the Series A NCDs, and within 15

days of the closing date of any subsequent issue in the case of the Additional NCDs, as

per the extant regulations at their own cost. A failure to list the Series A NCDs or any

series of the Additional NCDs within the 15 day time period referred to above would

constitute an Event of Default under the Debenture Trust Deed governing the NCDs and,

as such, the Debenture Trustee, with the consent of the Majority Debenture Holders,

would be authorized to immediately accelerate the redemption of the applicable

Debentures and to redeem the applicable Debentures in full, including interest at the

Default Interest rate.

MARKET LOT

The market lot shall be 1 Debenture of face value of Rs.10,00,000/- each (“Market Lot”).

Since the Debentures are being issued only in dematerialized form, odd lots will not arise

either at the time of issuance or at the time of transfer of Debentures.

TRADING OF DEBENTURE

Trading of Debentures would be permitted in demat mode only in standard denomination

of Rs.10,00,000/- per Debenture and such trades shall be cleared and settled in recognized

stock exchange(s) subject to conditions specified by SEBI. In case of trading in Debentures

which has been made over the counter, the trades shall be executed and reported on a

recognized stock exchange having a nationwide trading terminal or such other platform as

may be specified by SEBI.

EFFECT OF HOLIDAYS

Should any of the dates defined above or elsewhere in the Disclosure Document, excepting

the date of allotment, fall on a Saturday, Sunday or a Public Holiday, the next working day

shall be considered as the effective date(s).

WHO CAN APPLY

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Only the persons who are specifically addressed through a communication directly by the

Issuer, and only such recipients are eligible to apply for the Debentures. No other person

can apply.

The categories of investors eligible to invest in the Debentures are companies (incorporated

under the Companies Act, 1956) and QFIs.

All investors are required to comply with the relevant regulations/guidelines applicable to

them for investing in this Issue.)

HOW TO APPLY

Investors are required to send their applications for investing in the Debentures, to the

office of the Issuer.

Applications for the Debentures must be made in the prescribed form, and must be

completed in block letters in English. The format of the Application Form is enclosed.

Applications complete in all respects (along with all necessary documents as detailed in the

memorandum of information) must be submitted before the last date indicated in the issue

time table or such extended time as decided by the Issuer. Applications not completed in

the said manner are liable to be rejected.

Application forms must be accompanied by a demand draft or cheque, drawn or made

payable at par value in favour of “Krishna Enterprises (Housing & Infrastructures) India

Private Limited – ITCL Escrow Account” only.

Cheques/demand drafts may be drawn on any bank including a co-operative bank, which is

a member or sub-member of the Banker’s Clearing House located at any of the places where

the collection centres mentioned in the application form are located.

Investors in centres which do not have any bank, including a co-operative bank, which is a

member or sub-member of the Banker’s Clearing House located at the above mentioned

centres, will be required to make payments only through demand drafts payable at any one

of the centres mentioned in the application form.

Cash, outstation cheques, money orders, postal orders and stock invest will not be

accepted. The Issuer assumes no responsibility for any applications/cheques/demand drafts

lost in mail.

APPLICATIONS UNDER POWER OF ATTORNEY

A certified true copy of the power of attorney or the relevant authority as the case may be,

along with the names and specimen signature(s) of all the authorized signatories and the tax

exemption certificate/ Document, if any, must be lodged along with the submission of the

completed Application Form. Further modifications/ additions in the power of attorney or

authority should be notified to the Issuer or to its Registrars or to such other person(s) at

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such other address (es) as may be specified by the Issuer from time to time through a

suitable communication.

PAN/GIR NUMBER

All applicants should mention their Permanent Account Number or the GIR Number allotted

under Income Tax Act, 1961 and the Income Tax Circle/ Ward/ District. In case where

neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment

should be mentioned in the Application Form in the space provided.

ACKNOWLEDGEMENTS

No separate receipts will be issued for the application money.

NOMINATION FACILITY

As per Section 109 A of the Companies Act, 1956, only individuals applying as sole

applicant/Joint Applicant can nominate, in the prescribed manner, a person to whom his

Debentures shall vest in the event of his death. Non-individuals including holders of Power

of Attorney cannot nominate.

DEBENTURE HOLDER NOT A SHAREHOLDER

The Debenture holders will not be entitled to any of the rights and privileges available to the

shareholders. If, however, any resolution affecting the rights attached to the Debentures is

placed before the members of the Issuer, such resolution will first be placed before the

Debenture holders for their consideration and approval.

DEBENTURE REDEMPTION RESERVE

In terms of extant provisions of Companies Act, 1956, the Issuer is required to create

Debenture Redemption Reserve out of profits, if any, earned by the Issuer. In case of the

current issue of Debentures, the Company has also appointed a Trustee to protect the

interest of the investors.

MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE

ISSUER

The Issuer, in the ordinary course of its business, enters into various agreements, including

loan agreements, joint development agreements and joint venture agreements, which may

contain certain financial obligations and/or provisions which may have an impact on its

financial condition. Such contracts or agreements may be inspected at the Registered Office

from 11.00 am to 5.00 pm from the date of this Disclosure Document, until the date of

closure of this Issue.

Mentioned below is an illustrative list of certain material contracts and agreements having

certain financial obligations entered into by our Issuer as on date of this Disclosure

Documents:

a. Memorandum and Articles of Association of the Issuer as amended from time to time.

b. Board Resolution dated 10th July 2013 authorizing the issue of Debentures offered under

terms of this Disclosure Document.

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c. Letter of consent from IL&FS Trust Company Ltd., for acting as Trustees for and on behalf

of the holder(s) of the Debentures.

d. The copy of application made to the BSE for grant of in-principle approval for the listing of

Debentures.

e. Letter from BSE conveying its in-principle approval for the listing of the Debentures.

f. Letter from -Brickworks ratings conveying the credit rating for the Debentures of the

Issuer and the rating rationale pertaining thereto.

g. Tripartite Agreement between the Issuer, NSDL and M/s Integrated Enterprises India

Private Limited for issue of Debentures in dematerialised form.

h. Tripartite Agreement between the Issuer, CDSL and M/s Integrated Enterprises India

Private Limited for issue of the Debentures in dematerialised form.

i. Resolution of our shareholders dated 10th

July 2013 authorising our Board to borrow, up

to Rs. 80 Crores.

j. Joint development agreement dated 10.11.2008 with M. Mnaikyam and Prakash L.

Gangwani and others respectively for the project Krishna Shelton

h. Joint development agreement 25.06.2008 with Mr. Munegowda, Narayanappa, Nanjappa

and Jayanna and M. Rajagopal for the project Krishna Northwoods

NOTICES

The notices to the Debenture holder(s) required to be given by the Issuer or the Debenture

Trustee shall be deemed to have been given if sent by ordinary post to the sole/first allottee

or sole/first registered holder of the Debentures, as the case may be.

All notices to be given by the Debenture holder(s) shall be sent by registered post or by

hand delivery to the Issuer or to such persons at such address as may be notified by the

Issuer from time to time.

GOVERNING LAW

The Debentures are governed by and will be construed in accordance with Indian law. The

Issuer and the Debentures Trustee’s obligations under the Debentures shall, at all times, be

subject to the directions of the RBI and the SEBI. The Debenture holders, by purchasing the

Debentures, agree that the courts in Bangalore shall have exclusive jurisdiction with respect

to any matters relating to the Debentures.

LITIGATION AND OTHER CONFIRMATIONS

We confirm that our company has been in compliance with the Takeover Code and the

Listing Agreement as may be applicable. We have not been:

(a) Prohibited from accessing the capital markets under any order or direction passed by

SEBI and no penalty has been imposed at any time by any of the capital market regulators in

India or abroad;

(b) Subject to any penalties to disciplinary action or investigation by SEBI or the stock

exchanges, nor has any appropriate regulatory or legal authority found any probable cause

for enquiry, adjudication, prosecution or other regulatory action.

(c) Refused listing of the Equity Shares or failed to meet the listing requirements of any

stock exchanges, in India or abroad.

(d) Found to be non-compliant with securities laws.

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GENERAL INFORMATION

NAME AND ADDRESS OF THE REGISTERED/ HEAD OFFICE OF THE ISSUER

Name of the issuer

Krishna Enterprises (Housing and

Infrastructures) India Pvt Ltd

Registered Office

# 32, II flour, PSR Marvel, Bellary Main Road,

Adjacent to Baptist Hospital, Hebbal,

Bangalore – 560 024

Registration number

U45201KA2007PTC042601

Corporate and head office

Krishna Enterprises (Housing and

Infrastructures) India Pvt Ltd

# 32, II flour, PSR Marvel, Bellary Main Road,

Adjacent to Baptist Hospital, Hebbal,

Bangalore – 560 024

Address of the RoC

Kendriya Sadan, Koramangala, Bangalore

NAMES AND ADDRESSES OF THE DIRECTORS OF THE ISSUER

Name

Designation &

DIN

Age

(years)

Residential Address

Details of

other

directorship

R.ANIL KUMAR MD

DIN 01232872

49

357/9,Krishna Gokula

Nambiyath Building

M S Ramaih Main Road,

Mathikere,

Bangalore 560 054

No

R.SUNIL

KUMAR

JMD

DIN 01232870

44

357/9,Krishna Gokula

Nambiyath Building

M S Ramaih Main Road,

Mathikere,

Bangalore 560 054

No

Compliance Officer

Name: Rajan PV

Designation: Head – Accounts and finance

Address: # 32, PSR Marvel,

Bellary Main Road, Hebbal, BANGALORE - 560 024

Tel: 080 – 3000 5500

Email: rajanpv@krishnahomes.com

Contact List

Krishna Enterprises (Housing & Infrastructures) India Private Limited

Name of the Person Telephone Number Email Address

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R ANIL KUMAR +91 80 43485800 anilkumar@krishnaenterprises.co.in

RAJAN P V +91 80 43485800 rajanpv@krishnahomes.com

Investors can contact the compliance officer in case of any pre-Issue or post-Issue related

problems such as non-receipt of letters of allotment, credit of debentures, interest on

application money etc in the respective beneficiary account or refund orders, etc.

Auditors

Name: Pee Dee Kapur & Co

Address: # 801, International Trade Tower, Nehru Palace, New Delhi – 110 011

Tel: 011 2641 6060 / 7070

Email: pdkco@gmail.com

Registrar to the issue

Address : National Securities Depository Limited.

Trade World, 4th

floor,

Kamala Mills Compound,

Senapati Bapat Marg,

Lower Parel,

Mumbai - 400 013

Debenture Trustee:

IL & FS Trust Company Limited

Address: IL&FS Centre,Plot No.C-22,G Block,

5th Floor, Bandra Kurla Complex,

Bandra (East) Mumbai -4000 051

Email: Amit.Joshi@ilfsindia.com

Website: www.itclindia.com

Fax: 022- 2653 3297

Contact Person: Amit Joshi

Monitoring Agency:

(Engaged by the Issuer on behalf of the Debenture Trustee)

Walton Street India Real Estate Advisors Private Limited

215, the Capital, Bandra Kurla Complex,

Bandra (East), Mumbai 400051

Kaushik Desai

E-mail: desaik@waltonst.com

Contact No.: 022 -67353012

Bank:

Barclays Bank PLC

601/603 Ceejay House, Shivsagar Estate,

Dr. A. Besant Road, Worli, Mumbai, 400018

Nitin Sood/Rakesh Kriplani

Email: nitin.sood@barcap.com

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Contact no.: +91 98867 83307

Registrar & Transfer Agent:

Integrated Enterprises (India) Limited

#30, Ramana Residency,

4th

Cross, Sampige Road,

Malleshwaram,

Bangalore – 560003

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ANNEXURE 1: SUMMARY OF THE TERMS

Issuer/Company/Borrower Krishna Enterprises (Housing & Infrastructures) India Private

Limited

Instrument

Secured, To-be-Listed, Rated, Redeemable Non-Convertible

Debentures (“NCD” or “Debentures”). The Debentures or NCDs shall

mean and include the Series A NCDs and the Additional NCDs to be

issued in one or more series and in one or more tranches.

Mode of Placement

Private placement to eligible investors

Purpose

The proceeds from the present issue shall be used for the

following purposes:

(a) Repayment of the existing secured loan obtained

towards the Project Shelton, Project Northwood and

Project Mystiq (the “Projects”);

(b) Towards construction cost and other project related

expenses for Project Shelton, Project Northwood and

Project Mystiq as per their respective business plan and

(c) Establishment of reserves for interest payments due

under the Debentures, General Corporate purposes and

Working Capital requirements.

Temporary surplus, if any of the issue proceeds shall be

deposited in money market instruments, mutual funds and/or

deposits with banks.

Rating

BWR BB+ (SO)

Listing To be Listed on BSE within 15 days of from the Deemed Date of

Allotment of the first QFI to subscribe to the Issue, in the case

of the Series a NCDs, and within 15 days of the closing date

applicable to each subsequent issue, in the case of the

Additional NCDs.

The Promoters and the Company have undertaken to have the

NCDs listed on the Bombay Stock Exchange as soon as practicable,

but in any event within the 15 day time period referred to above ,

as per the extant regulations at their own cost. The failure to list

the Series A NCDs or any series of the Additional NCDs within

such 15 day time period, as the case may be, shall constitute an

Event of Default under the Debenture Trust Deed governing the

Debentures and, as such, the Debenture Trustee, with the consent

of the Majority Debenture Holders, would be authorized to

immediately accelerate the redemption of the applicable

Debentures and to redeem the applicable Debentures in full,

46 | P a g e

including interest at the Default Interest rate, from the balance of

the funds in the Escrow Account. The Debentures shall be issued

and allotted in multiple tranches in two or more series. The Series

A NCDs and the Additional NCDs shall be allotted on different

dates and these Debentures shall be listed within 15 days from the

Deemed Date of Allotment of first QFI to subscribe to the Issue, in

the case of the Series A NCDs, or within 15 days of the applicable

closing date of each subsequent issue, in the case of each series of

the Additional NCDs, as applicable.

Face Value

Rs. 1,000,000 (Rupees Ten lacs only) per NCD.

Amount Up to Rs. 80 crores in multiple tranches and/or series (viz., Series A

NCDs of 55 crores and the Additional NCDs to be issued in one or

more series of up to 25 crores).

Coupon

18.4% per annum, payable monthly based on a 360/30 day

convention.

Maturity

30 months from the First Closing Date. There will be a

Principal moratorium of 12 months from the First Closing

Date and thereafter principal shall be repaid in 18 equal

monthly installments from the end of the 13th

month following

the First Closing Date as described in the Transaction

Documents.

Premature Redemption

Penalty

The Debentures cannot be redeemed within 18 months from

the First Closing Date other than per the repayment schedule

described in the Transaction Documents. However, if

additional principal payments are made on the Debentures

from the Issuer’s own funds between months 19 and 30

following the First Closing Date, the Issuer will be required to

pay a prepayment penalty in the form of Default Interest equal

to 1% of the principal amount prepaid (i.e; which is in excess of

the principal amount contemplated by the repayment schedule

described in the Transaction Documents). If, at any time

between 19 and 24 months following the First Closing Date,

the Issuer wants to prepay the outstanding NCDs in whole or in

part, from borrowed funds, the Issuer will be required to pay a

prepayment penalty in the form of default interest equal to 3%

of the prepaid principal amount.

Outstanding Obligations The sum of the outstanding principal, accrued interest based

on monthly compounding, Default Interest payable (if any),

prepayment charges and other charges and fees payable under

the “Transaction Documents”.

47 | P a g e

Taxes duties cost and

expenses

Relevant taxes, duties and levies are to be borne by the Issuer.

The charges / fees and any amounts payable under this the

Debentures by the Issuer to the Debenture holder as

mentioned herein do not include any applicable taxes, levies

including service tax etc. and all such impositions shall be

borne by the Issuer additionally. However any TDS as

applicable may be deducted out of the payment due and paid

as charges/fees/interest on the Debentures.

Issue of Debentures

The Issuer will issue the Debentures / Letters of Allotment in

dematerialized form within two business days from the

applicable closing date with respect to a tranche or series of

Debentures.

Interest on Application

Money

No interest shall be payable on the application money for the

period from the date of realization of subscription money up to

the applicable Deemed Date of Allotment.

Day Count Basis

Interest payable on Debentures will be calculated based on a

360/30 day convention.

Depositories

Applications will be made for the Debentures to be deposited

with NSDL & CDSL

Default Interest

In case of default of interest and/ or principal redemption on

the due dates, additional interest @2% per month over the

documented rate will be payable by the Issuer

Transaction Documents

• Debenture Trustee Agreement

• Debenture Trust Deed

• Escrow Agreement

• Personal Guarantee

• Share Pledge Agreement

• Mortgage Deed for creating a simple mortgage

• Deed of Hypothecation of receivables Purchase option

Agreement

• Project Monitoring Agreement to monitor and report

the implementation and progress of the projects as per

the direction of the Debenture Trustee.

• Demand Promissory Note.

Governing Law

The Debenture Trust Deed and the security documents shall be

governed by laws of India and shall remain subject to

jurisdiction of Courts of Bangalore.

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ANNEXURE 2: UNDERTAKING BY THE COMPANY

The Issuer undertakes that:

1. It shall attend to the complaints received in respect of the Issue expeditiously and

satisfactorily;

2. The funds required for making refunds, if any, shall be made available on time

3. That necessary co-operation shall be extended to credit rating agency in providing true

and adequate information till the debt obligations in respect of the instruments are

outstanding;

4. The Issuer shall furnish a confirmation certificate that the security created by the Issuer in

favor of the Debenture holders is properly maintained and is adequate enough to meet the

outstanding amount towards the Debenture holders in the event of a default.

5. That it shall use a common form/ procedure for transfer of Debentures issued under

terms of this Disclosure Document and the Transaction documents

AUTHORIZED SIGNATORY

Krishna Enterprises (Housing & Infrastructures) India Private Limited

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ANNEXURE 3:

APPLICATION FORM

Application No: ___ Date:

The Director,

Krishna Enterprises (Housing & Infrastructures) India Private Limited

32, Second Floor, "PSR Marvel" Bellary Main Road,

Adjacent to Canara Bank, Hebbal,

Bangalore, Karnataka – 560024

Dear Sirs,

Having read and understood the contents of the Disclosure Document dated 14th

August,

2013, I/we hereby apply for allotment of the Debentures to us. The amount payable on

application as shown below is remitted herewith. I/We irrevocably give our authority and

consent to IL&FS Trust Company Limited, to act as my/our trustees and for doing such acts

and signing such Documents as are necessary to carry out their duties in such capacity.

Notwithstanding anything contained in this Disclosure Document dated 14th August, 2013

and the attachments hereto, I/we confirm that I/we have carefully read and understood the

contents, terms and conditions of the Disclosure Document dated 14th August, 2013 and the

attachments hereto, in their entirety and further confirm that in making my/our investment

decisions I/we have relied on my/our own examination of the Company and the terms of

the issue of the Debentures. On allotment, please place my/our name(s) on the Register of

Debenture holder(s). I/We bind ourselves to the terms and conditions as contained in the

Information Document / Disclosure Document.

(Please read carefully the instructions on the next page before filling this form)

Details

No. of debentures applied (in

figures)

No. of debentures applied (in

words)

Amount( ` in figures)

Amount ( ` in words)

Cheque/Demand Draft/RTGS

Details

Date

Drawn on Bank

50 | P a g e

Applicant’s Name & Address in full (please use capital letters)

Telephone:

Fax:

Email:

Status: Banking Company ( ) Insurance Company ( ) Mutual Fund ( ) Others (Builders and

Developers) – please specify

Name of Authorized

Signatory

Designation

Signature

Details of Bank Account

Bank Name & Branch

Nature of Account

Account No.:

IFSC/NEFT Code

Depository Details

DP Name

DP ID

Client ID

(*) We understand that in case of allotment of debentures to us/our Beneficiary Account as

mentioned above would be credited to the extent of debentures allotted.

Taxpayers PAN / GIR No.

IT Circle/Ward/District

( ) Not Allotted

DCIT

Tax Deduction Status

( ) Fully

Exempt

( ) Tax to be

deducted at

Source

( ) Yes

( ) No

(Tear here)___________________________________________________

51 | P a g e

ACKNOWLEDGEMENT SLIP

Details

No.of debentures applied (in figures)

No.of debentures applied (in words)

Amount( ` in figures)

Amount ( ` in words)

Cheque / DD/RTGS

(Cheques /Demand Drafts are subject to realization)

For all further correspondence please contact: Mr. Rajan PV, Krishna Enterprises (Housing

& Infrastructures) India Private Limited, 32, Second Floor, "PSR Marvel" Bellary Main

Road, Adjacent to Canara Bank, Hebbal, Bangalore– 560024, Karnataka

INSTRUCTIONS

1. You must complete application in full in BLOCK LETTERS IN ENGLISH.

2. Your Signatures should be made in English or in any of the Indian languages

3. Application forms duly completed in all respects, together with Cheques/Pay

Order/Demand Draft, must be lodged at the “Krishna Enterprises (Housing &

Infrastructures) India Private Limited� head office.

4. In case of payments through RTGS, the payments may be made as follows:

Beneficiary: Krishna Enterprises (Housing & Infrastructures) India Private Limited

Bank name & Address : Barclays Bank PLC, Worli, Mumbai 400018

Account No. :

Type of A/c : Escrow A/c

IFSC Code : BARC0INBBIR (Fifth character is a numerical zero)

5. The Cheque(s)/Demand Draft(s) and RTGS (wire transfer) should be drawn in favour of

"Krishna Enterprises (Housing & Infrastructures) India Private Limited – ITCL Escrow

Account" and crossed "A/c payee" only. Cheque(s)/Demand draft(s) may be drawn on any

scheduled bank and payable at Par or Bangalore.

6. Outstation cheques, cash, money orders, postal orders and stock invest will NOT be

accepted.

7. As a matter of precaution against possible fraudulent encashment of interest warrants

due to loss/misplacement, you are requested to mention the full particulars of the bank

account, as specified in the application form.

8. Interest warrants will then be made out in favour of the bank for credit to your account.

In case the full particulars are not given, cheques will be issued in the name of the applicant

at their own risk.

9. Krishna Enterprises (Housing & Infrastructures) India Private Limited in the

“Acknowledgement Slip” appearing below the Application Form will acknowledge receipt of

applications. No separate receipt will be issued.

10. You should mention your Permanent Account Number or the GIR number allotted under

Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the

PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in

the application form in the space provided.

11The application would be accepted as per the terms of the issue outlined in the

Information Document / Disclosure Document.

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12. Applicant should provide all the KYC documents as per the satisfaction of the Issuer

ANNEXURE 4: CONSENT LETTER FROM DEBENTURE TRUSTEE

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ANNEXURE 5: RATING LETTER AND RATIONALE