RISKS IN RELATION TO THE ISSUE CREDIT RATING ISSUE SCHEDULE

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2 the Debentures. The distribution of this Information Memorandum and offer and sale of Debentures in certain jurisdictions may be restricted by law. It does not constitute an offer for sale or solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. RISKS IN RELATION TO THE ISSUE There has been no formal market for the securities of the Company. No assurance can be given regarding an active or sustained trading in the securities of the Company or regarding the price at which the securities will be traded after listing. CREDIT RATING The Debentures proposed to be issued by the Issuer have been rated by ICRA Limited (ICRA/Rating Agency). The Rating Agency affirmed a rating of conditional [ICRA]BB (SO) in respect of the Debentures. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the rating agency and should be evaluated independently of any other ratings. The rating is valid for a period of one year from the date of assignment of such rating. ISSUE SCHEDULE Issue Opens on: July 14, 2014 Pay-in Date: July 15, 2014, 2014 Issue Closing on: July 18, 2014 Date of Allotment: July 15, 2014 The issue time-table such as issue opening, issue closing and the Deemed Date of Allotment, shall be finalized from time to time and disclosed in the term sheet.the Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule. The issue of the Debentures shall be undertaken in four tranches and the dates and timings for future tranches shall be decided by the Board in terms of the Transaction Documents. The Debentures are proposed to be listed on the wholesale debt market of the BSE Limited ( BSE ). 2

3 This Information memorandum / Shelf Disclosure Document will be valid for a period of 180 (one hundred and eighty) days from the date of filing with the Stock Exchange in accordance with the Securities and Exchange Board of Regulation (Issue and Listing of Debt Securities) (Amendment) Regulations, Registrar & Transfer Agent Karvy Computershare Private Limited Plot no , Vittalrao Nagar, Madhapur, Hyderabad Website Phone number: Debenture Trustee IDBI Trusteeship Services Limited, Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai Website idbitrustee.com Phone number: Note: This information memorandum is neither a prospectus nor a statement in lieu of a prospectus. This is only an information brochure intended for private circulation and should not be construed to be a prospectus and/or an invitation to the public for subscription to the Debentures under any law for the time being in force. 3

4 TABLE OF CONTENTS SECTION 1: DEFINITIONS AND ABBREVIATIONS 5 SECTION 2: DISCLAIMERS 19 SECTION 3: REGULATORY DISCLOSURES 23 SECTION 4: TRANSACTION DOCUMENTS AND SECURITY SHARING 35 SECTION 5: OTHER INFORMATION AND ISSUE PROCEDURE 36 SECTION 6: DECLARATION 45 ANNEXURE I: ISSUE DETAILS 46 ANNEXURE II: LETTER FROM THE DEBENTURE TRUSTEE 58 ANNEXURE III:APPLICATION FORM 62 4

5 SECTION 1: DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum. Capitalised terms used but not defined herein shall have the meaning ascribed to them in the Debenture Trust Deed (defined below) Assets Allot/Allotment/Allotted Application Form Approved Instructions Articles Board/Board of Directors Business Plan All moveable, tangible and intangible assets of the Company (both in present and in future), including the Escrow Accounts, the Existing Bank Account,DTCP Account, Retention Account, Expenses Account and any other bank and securities accounts and monies lying in such accounts, benefits, claims, moneys, securities, instruments, investments, uncalled capital, goodwill, intellectual property, plant and machinery, machinery spares, tools, accessories and other movables of the Company, whether installed or not and whether now lying or stored in or about or shall hereafter from time to time during the continuance of the security of these presents be brought into or upon or be stored or be in or about the Company's premises or wherever else the same may be or held by any party to the order or disposition of the Company or in the course of transit or on high seas or on order, or delivery, howsoever and whosesoever in the possession of or to the order of the Company and either by way of substitution or addition relating to or pertaining to the said properties, whether or not now belonging to the Company and/or that are held by any party anywhere to the order and disposition of the Company and all replacements and additions thereof, whether by way of substitution, replacement, conversion, realisation or otherwise, howsoever together with all benefits, rights and incidentals thereto. Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to this Issue. The form used by the recipient of this Information Memorandum, to apply for subscription to the Debentures, which is annexed to this Information Memorandum and marked as Annexure III. The prior written instructions of, or a resolution passed in accordance with the provisions of the Debenture Trust Deed by, the Majority Debenture Holders. The articles of association of the Company. The Board of Directors of Haamid Real Estates Private Limited. The business plan of the Company with respect to the Project as 5

6 approved by the Trustee (acting on the Approved Instructions)as provided in the Debenture Trust Deed, which comprehensively sets out all the costs that may be incurred in relation to the Projectand revenue therefrom and various construction and revenue milestones as approved by the Trustee. Business Day Claim CDSL Companies Act/Act Corporate Guarantee Debentures / NCDs / Debentures Debenture Holders / Investors / Debenture Holder(s) Debenture Payments Any day excluding (i) a Saturday, (ii) a Sunday, or (iii) any other day on which banks in (a) the National Capital Territory of Delhi, India; (ii) Mumbai, India; (iii) Canada; (iv) or Singapore are permitted to be closed. Any claim, action, lawsuit, tax or other audit, arbitration, proceeding, litigation, examination, inquiry or investigation, allegation, demand, notice or other similar action made or issued against the Company or any other Security Grantor. Central Depository Services (India) Limited, a company incorporated under the laws of India and having its registered office at 17 th floor, PJ Towers, Dalal Street, Fort, Mumbai , India. Companies Act, 2013 (to the extent notified) or the Companies Act, 1956 (as may be applicable) and shall include any other statutory amendment or re-enactment or substitution thereof. Unconditional and irrevocable deed of guarantee executed/to be executed by the Promoter in favour of the Trustee for the benefit of the Secured Parties, in a form acceptable to the Trustee (acting on behalf of the Debenture Holders). 11,000 (Eleven Thousand) Rated, Listed, Secured Redeemable Non-Convertible Debentures having a face value of Rs 1,00,000/- (Rupees One Lac Only) each, aggregating to Rs 110,00,00,000/- (Rupees One Hundred Ten Crore Only). Several persons who are, for the time being and from time to time, holders of the Debentures and who are entered in the register of debenture holders of the Company in terms of the Debenture Trust Deed or whose names appear in the register of holders provided by the Registrar and Transfer Agent based upon the information provided by the Depositories, where such Debentures are held in dematerialized form. At any time all the amounts payable by the Company to the Secured Parties or any other person, pursuant to the terms of the Transaction Documents (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or 6

7 contingently, and whether as principal, surety or otherwise), including the following amounts: (a) (b) (c) (d) (e) the Principal Amount of the Debentures, the Interest and the Default Interest; all other monies, debts and liabilities of the Company, including indemnities, liquidated damages, costs, charges, expenses and fees and interest incurred under, arising out of or in connection with the Transaction Documents; fees, cost and expenses of the Trustee, agents, delegates, receivers and custodians appointed by or for the benefit of the Secured Parties; any and all sums expended by the Debenture Holders, or the Trustee on their behalf, or by any other person in order to create or preserve any Security Interest; and any and all costs, expenses, fees and duties for the enforcement and collection of any amounts due under the Transaction Documents, including costs, expenses, fees and duties of enforcement and realisation of the Security Interest and costs and expenses set out in the Debenture Trust Deed. Debenture Trust Deed Debenture Trustee Agreement Deed of Hypothecation Deemed Date of Allotment The Debenture Trust Deed executed/to executed between the Company and the Trustee. The Debenture Trustee Agreement executed/to executed by and between the Trustee and the Company for the purposes of appointment of the Trustee as a trustee for the Debenture Holders, setting out the terms of the Trustee s appointment. The deed of hypothecation executed/to executed between the Company and the Trustee creating a first ranking and exclusive charge over the Escrow Accounts, DTCP Account, the Expenses Account, the Existing Bank Accounts, the Retention Account, the Receivables and the Insurance Proceeds; (ii) creating a first ranking charge over all over all the Assets of the Company, both present and future; and (iii) naming the Trustee as the first loss payee under all of the insurance policies obtained by the Company in relation to the Assets of the Company, together with a power of attorney executed in favour of the Trustee in relation thereto. The date on which the Debentures will be allotted by the Board to the Debenture Holders upon receipt of the respective tranche NCD 7

8 Subscription Amount from such Debenture Holders. Default Interest If any Interest or payment of Principal Amount of the Debentures or any other amount payable in terms of the Debenture Trust Deed is not paid on the Interest Payment Date, Repayment Date or due date as the case may be, then the Company shall be required to pay an additional Interest (the Default Interest ), which, in the case of a missed Interest will be in the amount of 24% per annum of the missed Interest (compounded or calculated pro rata diem for the same period and in the same manner as the missed Interest), and in the case of a missed Principal Amount repayment will be in the amount of 24% per annum of the missed Principal Amount. It is agreed that the rate of interest for the Default Interest is inclusive of normal rate of Interest payable in terms of the Debenture Trust Deed. Depositories Act Depository Depository Participant / DP Director(s) Disclosure Document / Information Memorandum DP ID DTCP DTCP Account Escrow Agent Escrow Agreement EFT The Depositories Act, 1996, as amended from time to time. A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time. A depository participant as defined under the Depositories Act. Director(s) of the Company, unless otherwise mentioned. This document which sets out the information regarding the Debentures being issued on a private placement basis. Depository Participant Identification Number. Director Town and Country Planning, Haryana Bank account number maintained and operated by the Company with ICICI Bank in compliance with the guidelines issued by DTCP with respect to the Project. HDFC Bank, having its registered office at HDFC Bank House, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai and acting through its branch office at Okhla, New Delhi Escrow agreement executed/to executed amongst the Company, the Trustee and the Escrow Agent for the regulation of the Company Bank Accounts in the manner set out therein. Electronic Fund Transfer. 8

9 Escrow Accounts Existing Bank Accounts Collectively means the NCD Subscription Account and the Project Escrow Account. Following bank accounts (other than DTCP Account) maintained by the Company as on the Execution Date: 1. ICICI Bank Escrow Account no ; 2. ICICI Bank Current Account no ; 3. ICICI Bank Current Account no ; and 4. State Bank of India Current Account no Existing Debenture means the 70,00,000 (seventy lac) secured, redeemable and optionally convertible debentures of face value of Rs. 100/- (Rupees One Hundred only) aggregating to Rs. 70,00,00,000/- (Rupees Seventy Crores only) issued by the Company in terms of the Existing Debenture Documents. Existing Debenture Holders Existing Debenture Documents The holders of the Existing Debentures Collectively means the following documents executed inter-alia between the Company and Existing Debenture Holders: (a) Debenture Subscription Agreement dated October 3, 2012 as amended vide (i) First Amendment Agreement dated October 10, 2013, (ii) Second Amendment Agreement dated February 03, 2014 and (iii) Third Amendment Agreement dated February 18, 2014; (b) Debenture Trustee Agreement dated October 3, 2012 executed between the Company and IL & FS Trust Company Limitedas amended vide (i) First Amendment Agreement dated December 06, 2013, (ii) Second Amendment Agreement dated March 21, 2014 and (iii) Third Amendment Agreement dated March 28, 2014; (c) Deed of Undertaking dated October 3, 2012 executed by the Company in favour of IL & FS Trust Company Limited; (d) Irrevocable General Power of Attorney dated October 3, 2012 executed by the Company in favour of IL & FS Trust Company Limitedand IDBI Trusteeship Services Limited; (e) Deed of Hypothecation dated October 3, 2012 executed by the Company in favour of IL & FS Trust Company Limited; (f) Personal Guarantee dated October 3, 2012, by the Promoters in favour of IL & FS Trust Company Limited; (g) Corporate Guarantee dated October 3, 2012, by the Promoter in favour of IL & FS Trust Company Limited; (h) Request letter dated October 15, 2012, from the Company to ICICI Bank for opening of escrow account; (i) Share Pledge Agreement dated October 3, 2012, executed 9

10 by the Promoter, Mr. Harinder Singh as nominee of the Promoter and the Company in favour of IL & FS Trust Company Limited; (j) Memorandum of Entry dated October 3, 2012, from the Company to IL & FS Trust Company Limited; (k) General Power Of Attorney dated October 3, 2012, by the Company in favour of IL & FS Trust Company Limitedand IDBI Trusteeship Services Limited; (l) General Power Of Attorney dated October 3, 2012, by the Promoter in favour of IL & FS Trust Company Limited; (m) Name Use Agreement dated October 3, 2012, amongst the Promoter, the Company, IL & FS Trust Company Limitedand IDBI Trusteeship Services Limited; (n) Declaration by Mr. Pradeep Kumar Mittal, director of the Company dated October 03, 2012 (Under MoE); (o) Declaration by the Company in favour of IL & FS Trust Company Limited, Existing Debenture Holders and ICICI Venture Funds Management Company Limited dated October 03, 2012; (p) Shortfall Undertaking by the Personal Guarantors and Mr. Rachhpal Singh favour of the Existing Debenture Holders, IL & FS Trust Company Limitedand ICICI Venture Funds Management Company Limited dated October 3, 2012; (q) Shortfall Undertaking by the Promoter in favour of the Existing Debenture Holders, IL & FS Trust Company Limitedand ICICI Venture Funds Management Company Limited dated October 3, 2012; (r) Undertaking by the Company to IL & FS Trust Company Limiteddated October 3, 2012; (s) Undertaking by the Company to IL & FS Trust Company Limited, IDBI Trusteeship Services Limited, India Advantage Fund and ICICI Venture Funds Management Company Limited; (t) Investment Coordination Agreement dated October 3, 2012; and (u) Investment Coordination Agreement dated September 26, Expenses Account Final Redemption Date The bank account opened and operated by the Company with the Escrow Agent for transfer of amounts from the Project Escrow Account and to be utilized for construction, development, marketing and sale of the Project. The date falling at the end of 42 (forty two) months from the Deemed Date of Allotment of Tranche 1 Debentures, on which date the Debentures shall be fully redeemed and all amounts outstanding under the Debenture Trust Deed including the 10

11 Debenture Payments shall be irrevocably paid in accordance with the terms of the Debenture Trust Deed. Final Settlement Date The date on which all the Debenture Payments have been unconditionally and irrevocably paid in full and final settlement of all the outstanding amounts payable under the Debenture Trust Deed and other Transaction Documents to the satisfaction of the Trustee (acting on the Approved Instruction of the Debenture Holders). Financial Indebtedness of any Person shall mean, without duplication: (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Person upon which interest charges are customarily paid; (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person; (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business); (f) all Financial Indebtedness of others secured by (or for which the holder of such Financial Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property owned or acquired by such Person, whether or not the Financial Indebtedness secured thereby has been assumed; (g) all guarantees by such Person of Financial Indebtedness of others; (h) all capital lease obligations of such Person; (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guarantee; (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances; (k) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price including any credit support arrangement in respect thereof (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken 11

12 into account); (l) in case of the Company, shares which are expressed to be redeemable or any shares or instruments convertible into shares or any shares or other securities which are otherwise the subject of a put option or any form of guarantee; and (m) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or a financial institution; Financial Year/ FY GAAP The period of twelve months commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year. Generally Accepted Accounting Principles in India. Insurance Proceeds Any proceeds received or receivable by the Company from any / all insurance policies taken in relation to the Assets of the Company including the Mortgaged Property, the Project or the Project Land. Interest Issuer/ Company Majority Debenture Holders Mortgaged Property Interest payable by the Company on the outstanding Principal Amount of the Debentures, at the rate of 17.25% (seventeen point two five per cent) per annum accrued and payable monthly in arrears and in accordance with the terms set out in the Debenture Trust Deed. Haamid Real EstatesPrivate Limited, a company incorporated under the Companies Act of 1956 and having its registered office at232b, Third Floor, Okhla Industrial Estate, Phase III, New Delhi , India. Such number of Debenture Holders collectively holding more than 51% of the nominal value of the Debentures then outstanding. A land parcel admeasuring acres of land situated at revenue estate of village Palra in Sector-70A district Gurgaon forming part of the Total Project Land on which the Project together with all building with all buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth, both present and future, along-with its relatable FSI of 6,38,790 sq. ft. (including any additional FSI or other rights available or made available on the aforesaid land parcel of acres and utilized by the Company for the Project) being constructed and developed by the Company and more particularly detailed in the Debenture Trust Deed. 12

13 N.A NCD Subscription Account Not Applicable. Bank account opened by the Company with the Escrow Agent for the purposes of depositing the NCD Subscription Amount to be operatedby the Trustee and maintained in accordance with the Escrow Agreement. NCD Subscription Amount An aggregate amount of Rs 110,00,00,000/- (Rupees One Hundred Ten Crore Only) paid by the Debenture Holders towards subscription of the Debentures in accordance with the terms and conditions of the Debenture Trust Deed and which includes the Tranche 1 Subscription Amount, The Tranche 2 Subscription Amount, The Tranche 3 Subscription Amount and The Tranche 4 Subscription Amount. No Refinance Period NSDL PAN Pledgors Permitted Indebtedness A period of 18 (eighteen) months from the Deemed Date of Allotment, during which the Company shall not directly or indirectly refinance all or any part of the Debentures. National Securities Depository Limited. Permanent Account Number. Collectively, the Promoter and Mr. Harinder Singh nominee of the Promoter holding 100% of the issue and paid up capital of the Company and any other person who has pledged or will pledge any of the securities pursuant to the terms of the Debenture Trust Deed and the Shares Pledge Agreement. means: (a) (b) (c) the Debenture Payments; the Existing Debentures, provided however that such Existing Debentures shall be redeemed within 2 (two)business Days of the listing of the Debentures; and Junior Financing (as defined hereinafter). Personal Guarantee Personal Guarantor Unconditional and irrevocable deed of guarantee executed/ to be executed by the Personal Guarantors in favour of the Trustee for the benefit of the Secured Parties, in a form acceptable to the Trustee acting on behalf of the Debenture Holders. Collectively means the following individuals: (i) Mr. Daljeet Singh s/o Mr Rachhpal Singh, R/oB-3, Ansal Villa, Farm Houses, Satbari, New Delhiaged about 48 13

14 years; (ii) Mr. Harinder Singh s/o Mr Rachhpal Singh, R/o B-3, Ansal Villa, Farm Houses, Satbari, New Delhi aged about 42 years; and (iii) Mr. Gurdeep Singh s/o Mr Sukhpal Singh, R/oJ-210 B, Western Avenue, Sainik Farms, New Delhi aged about 59 years. Pledged Shares Principal amount of the Debentures Project ProjectEscrow Account Project Land Promoter RBI Rating Agency Receivables 10,000Equity Shares of the Company constituting 100% of the issued and paid up capital of the Company, pledged by the Pledgors in favour of the Trustee in terms of the Shares Pledge Agreement. With respect to each Debenture, the initial face value/principal amount of Rs 1,00,000/- (Rupees One Lac Only), provided however, that at any time any Interest then due is not paid and the time for any monthly compounding occurs, such unpaid Interest shall be converted into and increase the principal amount of the Debentures; A part of the Total Project being constructed and developed on the Project Land along-with its relatable FSI of 6,38,790 sq. ft. by the Company. The bank account to be opened by the Company with the Escrow Agent for deposit of the Receivables from the Project, and which shall be operated by the Trustee and maintained in accordance with the Escrow Agreement. Approx Acres forming part of the Total Land along-with its relatable FSI of 6,38,790 sq. ft. on which the Project is being developed by the Company. Advance India Projects Limited,a company incorporated under the laws of India and having its registered office address at 232B, Fourth Floor, Okhla Industrial Estate, Phase III, New Delhi Reserve Bank of India. ICRA Limited. Means and include any and all revenues and proceeds on account of sale/ lease/ license/ transfer or other disposal of the interest in the saleable area of the Project, including but not limited to any advance bookings, earnest money, preferential location charges, parking, clubhouse, power back up, interest, transfer fees, External 14

15 Development Charges (EDC), Infrastructure Development Charges (IDC), service tax, value added tax or any other charges that are recovered or recoverable from the customers of the said Project, any other cash inflows of the Company including any Insurance Proceeds and any returns on investments made by the Company from time to time and the Related Rights thereto. Provided that in the event of the lease or license of the saleable areas, the Receivable would mean to include the lease rental or license fee. Record Date Related Rights A date falling 15 (fifteen) Business Days prior to the proposed date of paymentby way of RTGS/ wire transfer, whereon payments are to be made by the Company to the Debenture Holders,whose name appears in the Register of BeneficialOwners maintained by the Depositories under all circumstances on the record date, in accordance with the terms of the Transaction Documents. In relation to any asset (to the extent relevant): (a) (b) (c) the proceeds of receivables, sale, assignment, disposal or transfer of any part of that asset; all rights, powers, benefits, claims, contracts, warranties, remedies, security, guarantees, indemnities and/or covenants for title in respect of that asset; and/or any monies and proceeds receivable or received in respect of that asset. Retention Account R&T Agent ROC Rs RTGS SEBI Bank account opened by the Company with the Escrow Agent for transfer of amounts from the Project Escrow Account for payment/reserve for the Debenture Holders in terms of the Debenture Trust Deed and the Escrow Agreement. The Registrar and Transfer Agent to the Issue being Karvy ComputerShare Private Limited, a company incorporated under the laws of India and having its registered office at plot no ,Vittalrao Nagar, Madhapur, Hyderabad Registrar of Companies. Indian National Rupee. Real Time Gross Settlement. Securities and Exchange Board of India constituted under the 15

16 Securities and Exchange Board of India Act, 1992 as amended from time to time. SEBI Debt Listing Regulations Secured Assets The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation, 2008 issued by SEBI, as amended by the Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, Collectively, (a) the Mortgaged Property; (b) the Receivables; (c) the Escrow Accounts, the Retention Account, the DTCP Account, the Expenses Account, the Existing Bank Accounts (Until closed in terms of the Debenture Trust Deed), and the monies lying therein; (d) all Assets of the Company; (e) Insurance Proceeds to be received by the Trustee by virtue of being the first loss payee under all of the insurance policies of the Company; (f) the Equity Shares as pledged pursuant to the Shares Pledge Agreement; and (g) any other asset that may be provided as Security from time to time. in each case all Related Rights relating thereto; Security Security Documents All the Security Interest and rights created or to be created in terms of the Debenture Trust Deed or any other Security Document. Collectively, (a) (b) (c) (d) (e) (f) (g) the Memorandum of Entry including director s declaration; the Deed of Hypothecation; the Personal Guarantee; the Corporate Guarantee; the Shares Pledge Agreement; Demand Promissory Note; and any other security document entered into from time to time for creation of, or evidencing the creation of, any Security Interest for the benefit of the Secured Parties. Security Grantors Each of the following, and the term Security Grantor shall be construed accordingly: (a) (b) the Company; the Pledgors; 16

17 (c) (d) (e) the Promoter; the Personal Guarantors; and any other Person who provides any Security or guarantee in terms of the Transaction Documents. Security Interest Secured Parties Share Pledge Agreement Stock Exchange Tax Any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, assignment by way of security, deed of trust, security interest or other Encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including without limitation any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under Applicable Law. Collectively, the Trustee and the Debenture Holders and any of their agents, delegates, receivers and custodians. The agreement executed/to be executed by and between the Pledgors, the Company and the Trustee for pledge of the Pledged Shares in favour of the Trustee in accordance with the terms contained therein. BSE Limited, where the Debentures are to be listed. (a) all forms of tax, levy, duty (including stamp duties), charge, impost, withholding or other amount, whenever or wherever created or imposed by, or payable to any governmental authority in India whether payable on own account or in a representative capacity, including without limitation in relation to income, profits, gains, net wealth, asset values, turnover, expenditure, capital gains, withholding, employment, payroll, fringe benefits and franchise taxes (including surcharge and cess), and (b) all charges, interest, penalties and fines incidental or relating to any Tax falling within (a) above or which arise as a result of the failure to pay any Tax on the due date or to comply with any obligation relating to Tax; TDS Total Project Total Project Land Tax Deducted at Source. The group housing colony being developed on the Total Project Land with relatable FSI of approx. 20,75,457 sq. ft. pursuant to grant of the Development License acres falling in the revenue estate of village Palra in Sector-70A district Gurgaon, more specifically described in the 17

18 Debenture Trust Deed. Tranche 1 Debentures Tranche 2 Debentures Tranche 3 Debentures Tranche 4 Debentures Tranche 1 Subscription Amount Tranche 2 Subscription Amount Tranche 3 Subscription Amount Tranche 4 Subscription Amount Transaction Documents 7,500 Debentures to be issued by the Company on receipt of Tranche 1 Subscription Amount. 500 Debentures to be issued by the Company on receipt of Tranche 1 Subscription Amount. 2,000 Debentures to be issued by the Company on receipt of Tranche 1 Subscription Amount. 1,000 Debentures to be issued by the Company on receipt of Tranche 1 Subscription Amount. An amount of Rs 75,00,00,000/- (Rupees Seventy Five Crore Only) out of NCD Subscription Amount. An amount of Rs 5,00,00,000/- (Rupees Five Crore Only) out of NCD Subscription Amount. An amount of an amount of Rs. 20,00,00,000/- (Rupees Twenty Crore Only) out of NCD Subscription Amount. An amount of an amount of Rs.10,00,00,000/- (Rupees Ten Crore Only) out of NCD Subscription Amount. Collectively, (a) the Debenture Trust Deed; (b) the Debenture Trustee Agreement; (c) the Escrow Agreement; (d) Information Memorandum; (e) the Security Documents; and (f) any other document that may be designated as a Transaction Document by the Trustee; Trustee WDM Segment we/us/our IDBI Trusteeship Services Limited, having its office at Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai Wholesale debt market segment of the Stock Exchange. Unless the content requires otherwise the Issuer. 18

19 SECTION 2: DISCLAIMERS 2.1 Issuer s Disclaimer This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of thedebentures to be listed on the WDM Segment of the BSE is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to thedebentures to the public in general. As per the applicable provisions, it is not necessary for a copy of this Information Memorandum/ Disclosure Document to be filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provision of Section 26 of the Companies Act of 2013shall not be applicable and accordingly, a copy of this Information Memorandum / Disclosure Document has not been filed with the ROC. This Information Memorandum is intended for private use and should not be construed to be a prospectus and/or an invitation to the public or a section of the public so as to constitute a public offer for subscription to the Debentures under any Law for the time being in force. The Company shall submit the private placement offer letter in prescribed form PAS-4 with the Registrar of Companies in terms of the Companies (Prospectus and Allotment of Securities) Rules, This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations. This Information Memorandum has been prepared solely to provide general information about the Issuer to eligible investors to whom it is addressed and who are willing and eligible to subscribe to thedebentures. This Information Memorandum does not purport to contain all the information that any potential investor may require, or need to take an informed decision whether or not to make the investment in the Company and to subscribe to thedebentures. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein. Each Investor contemplating of subscribing to anydebentures 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 thedebentures 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 Information Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is 19

20 accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having being authorized by the Issuer. The Issuer certifies that the disclosures made in this Information Memorandum are adequate and in conformity with the SEBI Debt Listing Regulations. Each copy of this Information Memorandum is serially numbered. This Information Memorandum and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for thedebentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. No invitation is being made to any persons other than those to whom Application Forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue. This Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Information Memorandum) without retaining any copies hereof. If any recipient of this Information Memorandum decides not to participate in the Issue, that recipient must promptly return this Information Memorandum and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer. The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum nor any sale ofdebentures made hereafter shall by itself, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or 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 thedebentures or the distribution of this 20

21 Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential. The Company and its directors have not been prohibited from accessing the capital or financial market under any order or directions passed by SEBI or RBI. 2.2 Disclaimer Clause Of Stock Exchanges As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this information memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does the BSE warrant that the Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its Promoters, its management or any scheme or project of the Issuer. 2.3 Disclaimer Clause Of SEBI As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this information memorandum has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which thedebentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. The issue of Debentures 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 Issuer, any irregularities or lapses in this document. 2.4 Disclaimer In Respect Of Jurisdiction This Issue is made in India to investors as specified under the clause titled Eligible Investors of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe todebentures offered hereby to any person to whom it is not specifically addressed. TheDebentures are governed by and will be construed in accordance with Indian law. This private placement offer ofdebentures is made in India to persons resident in India and nonresidents as permissible. Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof, at large, through this Information Memorandum, and this Information Memorandum and its contents should not be construed to be a prospectus under the Companies Act. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to thedebentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. 21

22 2.5 Disclaimer In Respect Of Rating Agencies Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency has taken considerable steps to avoid any data distortion; however it does not examine the precision or completeness of the information obtained. And hence, the information in this Information Memorandum is presented as is without any express or implied warranty of any kind. The Rating Agency does not make any representation in respect to the truth or accuracy of such information nor, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments. The Rating Agency has the right to change, suspend or withdraw the ratings at any time for any reason. 2.6 Issue Of Debentures In Dematerialised Form TheDebentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of thedebentures in dematerialised form. Investors will have to hold thedebentures in dematerialised form as per the provisions of the Depositories Act. The Issuer shall take necessary steps to credit thedebentures allotted to the beneficiary account maintained by the Investor with its Depositary Participant. The Issuer will make the allotment to Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money. 2.7 Issuer s Absolute Responsibility The Issuer, having made all reasonable inquiries, accepts responsibility, for and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in context of the Issue, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect that the opinions and intentions expressed there in are honestly held and that are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. 22

23 SECTION 3: REGULATORY DISCLOSURES The Information Memorandum is prepared in accordance with the provisions of the SEBI Debt Listing Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI Debt Listing Regulations: 3.1 Documents Submitted to the Exchanges The following documents have been submitted to the BSE: (a) Memorandum and Articles of the Company and necessary resolution(s) for the allotment of the Debentures; (b) Copy of audited Annual Report for financial years ended March 31, 2012, March 31, 2013and unaudited Balance Sheet and Profit and Loss account for the period ended March 31, 2014; (c) (d) (e) (f) (g) Statement containing particulars of, dates of, and parties to all material contracts and agreements; Copy of the Board Resolution and/or shareholders resolution, if any, authorizing the borrowing and list of authorized signatories; An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where applicable, including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc. and the same would be uploaded on the website of the BSE, where the debt securities have been listed, within 5 (five) Business Days of execution of the same; Any other particulars or documents that the BSE may call for as it deems fit; An undertaking that permission / consent from the Existing Debenture Holders for a first charge being created, where applicable, in favour of the Trustee to the proposed Issue has been obtained. 3.2 Documents to be Submitted to the Trustee The Issuer shall submit the following disclosures to the Trustee in electronic form at the time of allotment of the Debentures: (a) (b) (c) Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities; Copy of last three years audited Annual Reports; Statement containing particulars of, dates of, and parties to all material contracts and agreements; 23

24 (d) (e) Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications, if any. Copy of the Listing Agreement entered into by the Issuer with the BSE in connection with the listing of the Debentures on the Stock Exchange and an undertaking to the effect that the Issuer would, till the redemption of the Debentures, submit the details mentioned in paragraph (d) above to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.SEBI/IMD/ BOND/1/2009/11/05 dated May 11, 2009, as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all Qualified Institutional Buyers (QIBs) and other existing debenture-holders within two working days of their specific request. 3.3 Issuer information (a) Name and Address of the following: I Name of the Issuer II Registered office of the Issuer III Corporate office of the Issuer IV Compliance officer of the Issuer Haamid Real EstatesPrivate Limited 232B, Third Floor, Okhla Industrial Estate, Phase III, New Delhi The Masterpiece, Ground Floor, Golf Course Road, Sector-54, Gurgaon, Haryana Name Ms Anita Chaudhary Address The Masterpiece, Ground Floor, Golf Course Road, Sector-54, Gurgaon, Haryana V CFO of the Issuer (Group CFO) Name: Mr Nishant Tulsyan Address:The Masterpiece, Ground Floor, Golf Course Road, Sector-54, Gurgaon, Haryana VI Arrangers, if any Not applicable VI Trustee of the IDBI Trusteeship Services LimitedAsian Building, I issue Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai VI II Registrar of the issue Karvy Computer Share Private Limited Plot no , Vittalrao Nagar, Madhapur, Hyderabad IX Credit Rating Agency of the issue and ICRA Limited 1105, Kailash Building, 11th Floor, 26, Kasturba Gandhi Marg, New Delhi

25 X Auditors of the Issuer Walker, Chandiok & Co., Chartered Accountants, L-41 Connaught Circus, New Delhi (b) A brief summary of the business / activities of the Issuer and its line of business (i) Business Overview: The Company was incorporated on March 23, 2006, with the Registrar of Companies, NCT of Delhi & Haryana. It is primarily engaged in the business of real estate development and is currently engaged to develop, construct, manage, maintain and sell the Project. (ii) Corporate Structure as on March 31, 2014: Mr Nishant Tulsyan, the Group Chief Financial Officer(CFO) for AIPL Group, is overall in-charge of the accounting matters. MsAnita Chaudhary, the Group Company Secretary, looks after the statutory compliances pertaining to Companies Act and other administrative functions. TheCompany hasnoemployees on its rolls. The Company, being a wholly subsidiary of the Promoter, benefits from the expertise available in the Group in various fields. (iii) Key Operational and Financial Parameters for the last 3 Audited years: Parameters FY FY FY (Unaudited) (in Rs.) (in Rs.) (in Rs.) Net worth (5,65,78,107) (6,00,60,087) (30,25,645) Total Debt 61,15,22,449 97,79,54,099 - of which 60,15,22,449 78,83,02,242 - Non Current Maturities of Long Term Borrowing Short Term Borrowing 1,00,00,000 12,44,00,000 - Current Maturities of 48,67,79,793 6,52,51,857 - Long Term Borrowing Net Fixed Assets 40,27,009 53,69,346 - Non-Current Assets 3,26,50,486 3,47,56,743 6,02,00,000 Cash and Cash Equivalents 1,63,02,887 2,41,83,450 1,25,719 Current Investments Current Assets 1,74,81,03,504 1,52,59,48,698 4,39,27,85,542 Current Liabilities 1,23,58,09,648 83,24,63,286 4,45,60,11,187 25