1 Information Memorandum Tata Housing Development Company Limited

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

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

INFORMATION MEMORANDUM TATA HOUSING DEVELOPMENT COMPANY LIMITED A public company with limited liability incorporated on March 19, 1942 under the Companies Act, 1913 Registered Office and Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai, Maharashtra 400033 Telephone No.: 022 - 6661 4444, Fax No: 022 – 6661 4452, Contact Person: Mr. Ritesh Kamdar, Company Secretary Website: www.tatahousing.com

Information Memorandum dated February 6, 2020 for issue of up to 2000 (Two Thousand) rated, listed, secured, redeemable non-convertible BACKGROUND debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of up to Rs. 200,00,00,000/-

(Rupees Two Hundred Crore only) with a Green Shoe Option for an additional amount of upto Rs. 300,00,00,000/- (Rupees Three Hundred

Crore Only) (the “Debentures”) , on a private placement basis (the “Issue”).

BACKGROUND This Information Memorandum is related to the Debentures to be issued by Tata Housing Development Company Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures described under this Information Memorandum has been authorised by the Issuer through a resolution passed by the shareholders of the Issuer on December 12, 2019 pursuant to Section 42 of the Act read with applicable rules of the Act, a resolution passed by the shareholders of the Issuer on September 12, 2014 pursuant to Section 180(1)(c) of the Act and the resolution passed by the board of directors of the Issuer on November 29, 2018, in accordance with the provisions of the Act and the Memorandum and Articles of the Company.

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

ISSUER’S ABSOLUTE 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 the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING The Debentures proposed to be issued by the Issuer have been rated by CARE Ratings Limited (the “Rating Agency”/ “CARE”). The Rating Agency has assigned a rating of ‘CARE AA (Stable)’ in respect of the Debentures. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the Rating Agency and should be evaluated independently of any other ratings. Please refer to Annexure I of this Information Memorandum for, the letter dated February 3, 2020 from the Rating Agency assigning the credit rating abovementioned and the rating rationale adopted by the Rating Agency for the aforesaid rating.

LISTING The Debentures are proposed to be listed on BSE. Please refer to Annexure XIII of this Information Memorandum for a copy of the in-principle approval letter dated February 04, 2020 issued by BSE.

ISSUE SCHEDULE

Heads Date Issue Opens on February 6, 2020 Issue Closes on February 6, 2020 Deemed Date of Allotment February 7, 2020

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

Debenture Trustee Registrar & Transfer Agent

Link Intime India Private Limited

Axis Trustee Services Limited C 101, 247 Park, L.B.S Marg, Vikhroli West, The Ruby, 2nd Floor, SW, 29, Senapati Bapat Marg, Mumbai, Maharashtra 400083 Dadar – West, Mumbai 400028 Email: [email protected] Email: [email protected] Contact Person: Mr. Ganesh Jadhav Contact Person: Mr. Rahul Vaishya, Assistant Vice President – Depository Operations Senior Manager Website: www.linkintime.co.in Website: www.axistrustee.com

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

TABLE OF CONTENTS

1. DEFINITIONS AND ABBREVIATIONS 3 2. NOTICE TO INVESTORS AND DISCLAIMERS 7 3. RISK FACTORS 10 4. DISCLOSURES UNDER SEBI REGULATIONS 14 5. DISCLOSURES PERTAINING TO WILFUL DEFAULT 35 6. DISCLOSURES UNDER THE COMPANIES ACT 37 7. APPLICANT’S DETAILS 51 8. OTHER INFORMATION AND APPLICATION PROCESS 52 9. DECLARATION 60 ANNEXURE I: RATING LETTER AND RATING RATIONALE 61 ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 62 ANNEXURE III: APPLICATION FORM 63 ANNEXURE IV: AUDITED FINANCIAL STATEMENTS 66 ANNEXURE V: SUMMARY FINANCIAL POSITION (AUDITED) 67 ANNEXURE VI: CASH FLOW STATEMENTS (AUDITED) 68 ANNEXURE VII: INDICATIVE CASHFLOW SCHEDULE 69 ANNEXURE VIII: RELATED PARTY TRANSACTIONS 70 ANNEXURE IX: DETAILS OF LITIGATION OR LEGAL ACTION AND DETAILS OF MATERIAL FRAUDS 71 ANNEXURE X: COPY OF BOARD RESOLUTION 72 ANNEXURE XI: COPY OF SHAREHOLDERS’ RESOLUTIONS 73 ANNEXURE XII: TERM SHEET 74 ANNEXURE XIII: IN PRINCIPLE LISTING APPROVAL 75 ANNEXURE XIV: REMUNERATION OF DIRECTORS 76

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

1. DEFINITIONS AND ABBREVIATIONS

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

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue to the successful Applicants. Applicable Law All applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, bye laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority in India and any modifications or re-enactments thereof that are relevant to Debentures. Applicants The investor who applies for subscription to the Debentures by submitting a valid Application Form. Application Form The form used by the recipient of this Information Memorandum, to apply for subscription to the Debentures, which is annexed to this Information Memorandum and marked as Annexure III. Application Money The money credited by the Applicant to the Issuer’s bank account for the purpose of subscription of NCD. Articles of The articles of association of the Issuer, as amended from time to time. Association/ Articles Board/Board of Directors The Board of Directors of the Issuer and includes any authorised committee of directors, formed or to be formed in this regard. Business Day A day (other than a Saturday/Sunday or a bank holiday) on which banks are normally open for business in Mumbai. BSE BSE Limited CARE Shall mean CARE Ratings Limited, a company incorporated under Companies Act, 1956 and having its corproate office at 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 CDSL Central Depository Services Limited. Companies Act/ the Act The Companies Act, 2013, and to the extent not repealed and replaced by the Companies Act, 2013, shall mean the Companies Act, 1956. Debentures / NCDs 2000 (Two Thousand) rated, listed, secured, redeemable non-convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each of the aggregate nominal value of Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) with a Green Shoe Option to retain oversubscription for an additional amount of upto Rs. 300,00,00,000/- (Rupees Three Hundred Crore Only). Debenture Holders / Investors Initially, the persons to whom the Information Memorandum has been issued to and who have subscribed the Debentures in the primary market and thereafter shall mean and include any Person to whom the Debentures are transferred to, each who fulfils the following requirements:

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

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

(in the event of any inconsistency between sub paragraph (a) and (b) above, sub paragraph (a) shall prevail). Debenture Outstandings Shall mean on any given date, any and all amounts that are outstanding in respect of the Debentures on such date (whether due or not), including

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Principal Amount along with the Redemption Premium, Default Interest, liquidated damages, and all fees, costs, charges, expenses and other monies, if any, payable by the Company in accordance with the terms of the Transaction Documents. Deemed Date of Allotment February 7, 2020 Debenture Trustee / Trustees Axis Trustee Services Limited Deed of Hypothecation The deed of hypothecation to be executed by the Company in favour of the Debenture Trustee for the purpose of creation of hypothecation over the Hypothecated Assets. Debenture Trust Deed The Deed to be executed between the Company and the Debenture Trustee setting out the roles and responsibilities of the Debenture Trustee in connection with the issuance of the Debentures. Demat Refers to dematerialized securities which are securities that are in electronic form and not in physical form, with the entries noted by the Depository. Depositories Act The Depositories Act, 1996, as amended from time to time. Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time with whom the Issuer has made arrangements for dematerializing the Debentures. Depository Participant / DP A depository participant as defined under the Depositories Act. Director(s) Director(s) of the Issuer unless otherwise mentioned. Disclosure Document / Information This document which sets out the information regarding the Debentures Memorandum being issued on a private placement basis. DP ID Depository Participant Identification Number. Due Date Any date on which the holders of the Debentures are entitled to any payments, including on the Redemption Dates, Put Date(s), Call Date(s) or upon acceleration pursuant to occurrence of any Event of Default or upon early redemption / acceleration pursuant to the reset of Rate of Return in terms of the Transaction Documents. Early Redemption Date Shall have the meaning assigned to the term in Section 4.20 of this Information Memorandum Early Redemption Option Shall have the meaning assigned to the term in Section 4.20 of this Information Memorandum EBP Guidelines The guidelines issued by SEBI with respect to electronic book mechanism under the terms of the SEBI Circular dated January 5, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/05) read with the SEBI Circular dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122) and the operational guidelines issued by the relevant Electronic Book Provider, as may be amended, clarified or updated from time to time. EFT Electronic Fund Transfer. Electronic Book Provider/ EBP Shall have the meaning assigned to such term under the EBP Guidelines. Event of Default Shall mean any of the events described as an ‘Event of Default’ in the Transaction Documents. Final Settlement Date shall mean the date on which the Debentures have been redeemed in full on the scheduled Maturity Date in accordance with the terms of the Transaction Documents and the Debenture Trustee (acting on the instructions of the Debenture Holders) has provided a written confirmation of the same to the Issuer (with a copy marked to the Debenture Holders). Financial Year/ FY Twelve months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year. Hypothecated Assets shall mean loans and advances made available by the Company including loans and advances to its subsidiaries and related parties and the non-

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current investments of the Company, both present and future, excluding those charged in favour of banks, the details of which will be more particularly set out in the Deed of Hypothecation. ICCL Indian Clearing Corporation Limited, being the clearing corporation of BSE. Issue Private placement of the Debentures. Issue Opening Date Subject to any change to the Issue Schedule by the Issuer, the Issue Opening Date shall be as indicated on the cover page. Issue Closing Date Subject to any change to the Issue Schedule by the Issuer, the Issue Closing Date shall be as indicated on the cover page. Issuer/ Company/ THDCL Tata Housing Development Company Limited Majority Debenture Holders Debenture Holder(s) holding an aggregate amount representing not less than 75% (Seventy Five Percent) of the value of the nominal amount of the Debentures for the time being outstanding. Management Control shall in relation to any person, mean: (i) holding by any other person, directly or indirectly, of more than 50% of the voting share capital of the said person; and (ii) ability of that other person to direct or cause direction of the management and policies of the said person, whether by operation or law or by contract or otherwise. Maturity Date February 6, 2023, subject to exercise of Put Option or Call Option or early redemption/ acceleration pursuant to the Event of Default or reset of Rate of Return in terms of the Transaction Documents. Memorandum of Association/ The Memorandum of Association of the Issuer, as amended from time to Memorandum time N.A. Not Applicable NSDL National Securities Depository Limited PAN Permanent Account Number Principal Amounts Means the aggregate face value of the Debentures RBI Reserve Bank of India Rate of Return Shall have the meaning assigned to the term in Section 4.20 of this Information Memorandum. Rating Agency CARE Ratings Limited Record Date The date which will be used for determining the Debenture Holders who shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 14 (Fourteen) days prior to any Due Date. It is clarified that the Record Date will always be determined with reference to the original due date irrespective of whether the original due date falls on a Business Day or not. Redemption Dates The redemption dates for the Debentures shall be as set out in Annexure VII of this Information Memorandum, subject to exercise of Put Option or Call Option or early redemption/ acceleration pursuant to the Event of Default or reset of Rate of Return in terms of the Transaction Documents. Redemption Premium Shall have the meaning assigned to the term in Section 4.20 herein R&T Agent Registrar and Transfer Agent to the Issue, in this case being Link Intime India Private Limited. ROC Registrar of Companies Rs. / INR Indian National Rupee RTGS Real Time Gross Settlement SEBI Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time). SEBI Electronic Book Mechanism The guidelines issued by SEBI and pertaining to the Electronic Book Guidelines Mechanism set out in the terms specified by the SEBI in its Circular dated January 05, 2018 (bearing reference number

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SEBI/HO/DDHS/CIR/P/2018/05) titled ‘Electronic book mechanism for issuance of securities on private placement basis’ read along with the related Clarifications dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122), and the related operational guidelines issued by the concerned Electronic Book Provider, as may be amended, clarified or updated from time to time. SEBI Debt Listing Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as amended from time to time. Special Resolution Means a resolution passed by the Debenture Holders (whether at a meeting of the Debenture Holders or by way of a circular resolution) with approval of such number of Debenture Holders whose participation or share in the Principal Amount(s) outstanding with respect to the Debentures aggregate to more than 75% of the value of the nominal amount of the Debentures for the time being outstanding. Tata Sons Tata Sons Private Limited, a company registered under the provisions of the Companies Act, 1913 and having its registered office at Bombay House, 24, Homi Mody Street, Mumbai – 400 001 TDS Tax Deducted at Source Transaction Documents The documents executed or to be executed in relation to the issuance of the Debentures, in this case being, (i) this Information Memorandum, (ii) the Debenture Trustee Agreement (iii) the Debenture Trust Deed (iv) Deed of Hypothecation; (v) rating letter and rating rationale (vi) letter of appointment of registrar & transfer agent (vii) consent letter from Debenture Trustee and (viii) any other documents that may be designated by the Debenture Trustee as a Transaction Document.

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2. NOTICE TO INVESTORS AND DISCLAIMERS

2.1 ISSUER’S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the Debentures is being made strictly on a private placement basis and is proposed to be listed. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general.

This Information Memorandum has been prepared solely to provide general information about the Issuer to investors to whom it is addressed and who, being permitted pursuant to the provisions of this Information Memorandum, are willing to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any potential investor may require. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein.

Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to subscribe to any Debentures. Each Investor contemplating subscription to any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such Investor’s particular circumstances. It is the responsibility of the Investors to also ensure that they will sell these Debentures in strict accordance with the terms and conditions of this Information Memorandum and Applicable Laws, so that the sale does not constitute an offer for sale to the public within the meaning of the Companies Act.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having being authorized by the Issuer. Further, the Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Information Memorandum would be doing so at its own risk.

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

No invitation is being made to any persons other than those to whom application forms along with this 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,

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without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to the Issuer or other parties in connection with the Issue. This Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Information Memorandum) without retaining any copies thereof. 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 of Debentures made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum 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.

2.2 DISCLAIMER OF THE TRUSTEE

The Issuer confirms that all necessary disclosures have been made in the Information Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective investors should consult their own 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 suitability of such investment to such investor’s particular circumstance. Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments. The Trustees, ipso facto do not have the obligations of a borrower or a principal debtor or as to the monies paid/invested by investors for the Debentures.

2.3 DISCLAIMER IN RESPECT OF JURISDICTION

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

2.4 DISCLAIMER IN RESPECT OF RATING AGENCY

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information

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obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency has paid a credit rating fee, based on the amount and type of bank facilities/instruments.

2.5 FORCE MAJEURE

The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an event, the Company will refund the Application Money, if any, collected in respect of the Issue in accordance with the Information Memorandum without assigning any reason.

2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depository(ies) for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the allotment to Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the Application Money.

2.7 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Information Memorandum shall be filed with BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.

2.8 DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review/approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.

Each recipient of the Information Memorandum acknowledges that each recipient has been afforded an opportunity to request and to review and has received all additional information considered by the recipient to be necessary to verify the accuracy of or to supplement the information contained therein.

The Company has prepared this Information Memorandum and the Company is solely responsible for its contents. All the information contained in this Information Memorandum has been provided by the Company or is from publicly available information.

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3. RISK FACTORS

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

3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER

Potential investors should be aware that receipt of the Principal Amount, Redemption Premium payments and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed.

3.2 THE SECONDARY MARKET FOR THE DEBENTURES MAY BE ILLIQUID

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

3.3 CREDIT RISK & RATING DOWNGRADE RISK

The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Issuer, there is a possibility that the Rating Agency may downgrade the rating of the Debentures.

3.4 TAX, LEGAL AND ACCOUNTING CONSIDERATIONS

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

3.5 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER IS SUBJECT COULD IMPAIR THE ISSUER’S ABILITY TO MEET PAYMENT OR OTHER OBLIGATIONS.

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

3.6 LEGALITY OF PURCHASE

Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential investor with any law, regulation or regulatory policy applicable to it.

3.7 THE ISSUER’S BUSINESS IS HEAVILY DEPENDENT ON THE PERFORMANCE OF THE REAL ESTATE MARKET.

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

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

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

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

3.9 POLITICAL AND ECONOMIC RISK IN INDIA

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

3.10 INTERNAL RISKS

A. The Issuer may enter into arrangements with various third parties to acquire land or development rights and the Issuer cannot assure you that such parties have acquired ownership rights or clean title in respect

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of these lands. Issuer cannot assure you that land and property acquired/purchased by the Issuer have the absolute ownership rights or clean title in respect of the lands.

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

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

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

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

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

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

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

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

3.11 RISKS IN RELATION TO ENFORCEMENT

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

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

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

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

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

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4. DISCLOSURES UNDER SEBI REGULATIONS

4.1 Documents submitted to the exchanges

The following documents have been submitted to the stock exchange:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures; B. Copy of last 3 (Three) years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Copy of the Board / Committee Resolution authorising the issue of Debentures and list of authorised signatories; E. Undertaking from the Issuer stating that all documents required to be executed in relation with the Debentures shall be executed within the time frame specified, and uploaded on the website of the Designated Stock Exchange, where the Debentures are listed, within a period of 5 (Five) working days of the execution of the same; Any other particulars or documents that the stock exchange may call for as it deems fit. F. An undertaking that permission/consent from the prior creditor for the pari-passu charge being created in favor of the Debenture Trustee has been obtained.

4.2 Documents submitted to the Debenture Trustee

The following documents have been submitted to the Debenture Trustee:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures; B. Copy of last 3 (Three) years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest audited and standalone financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any. E. An undertaking to the effect that the Issuer would, till the redemption of the Debentures, submit the details mentioned in point (D) above to the Debenture Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05, dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly / annual result. Further, the Issuer shall within 180 (One Hundred and Eighty) days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture holders within 2 (Two) Business Days of their specific request.

4.3 Issuer Information

Name: Tata Housing Development Company Limited Registered office and corporate office of the Issuer: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai Mumbai City, Maharashtra 400033

Compliance Officer of Issuer: Mr. Ritesh Kamdar, Company Secretary Address: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai Mumbai City, Maharashtra 400033

CFO of Issuer: Mr. Khiroda Jena Address: Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai Mumbai City, Maharashtra 400033

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Trustee to the Issue: Axis Trustee Services Limited Address: The Ruby, 2nd Floor, SW, 29, Tulsi Pipe Rd, Dadar West, Mumbai, Maharashtra 400028

Registrar to the Issue: Link Intime India Private Limited Address: C 101, 247 Park, L.B.S Marg, Vikhroli West, Mumbai, Maharashtra 400083

Credit Rating Agency of the Issue: CARE Ratings Limited Address: 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022

Auditors of the Issuer: B S R & Co. LLP Address: 5th Floor, Lodha Excelus, Apollo Mills Compound, N. M Joshi Marg, Mahalaxmi, Mumbai - 400011

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

A. Overview:

The Company is a closely held public limited company and a subsidiary of Tata Sons Private Limited. It commenced its real estate operations in 1984. Tata Sons Private Limited holds 99.96% of ordinary share capital of the Company. Today, the Company enjoys the unique position of having large in-city real estate properties in major metros and mini metros. As a comprehensive real estate developer of choice, the Company straddles across all consumer segments from value housing to luxury housing. By offering products ranging from Rs. 30 lakhs to Rs.14 crores, the company has a diversified portfolio under various stages of development.

Going with the Company ethos and with a vision of catering to low and medium income segments, the Company pioneered the concept of low-cost housing under the banner of Tata Value Homes Limited, a 100% subsidiary of the Company launched in 2009, to exclusively cater to low-cost and affordable housing in the price range of Rs. 5 to 35 lakhs. Since then Tata Value Homes Limited is developing landmark integrated and sustainable township projects in various parts of India. The Company has taken up the cause of environment by committing to develop certified green buildings, thus, saving energy for the country. The first green development to be executed under this norm was Xylem – Bangalore’s first LEED Gold Rated Green Building. ‘Prive’ in Lonavala, Maharashtra is pre- certified platinum rated, while ‘Aquila Heights’ and ‘Raisina Residency’ are Gold certified green developments by the Indian Green Building Council (IGBC).

B. Corporate Structure:

The Company is a subsidiary of Tata Sons Private Limited which holds 99.96% of the equity share capital of the Company. In connection with the subsidiaries of the Company as on the date hereof, please refer to Section 6 of this Information Memorandum.

C. Key Operational and Financial Parameters for the last 3 audited years: (Rs. in Lakh) Parameters For the period FY 2019 FY 2018 FY 2017 ended 30.09.2019 Net-worth 195838.31 233,427.00 151,236.00 115,033.00 Total Debt 271,342.00 241,315.00 289,770.00 304,336.00 of Non-Current Maturities of 10,003.00 80,010.00 114,991.00 135,036.00 which Long-Term Borrowing

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Short Term Borrowing 149977 111,061.00 150,097.00 150,747.00 Current Maturities of Long 104804 44,986.00 20,013.00 15,012.00 Term Borrowing Interest Accrued 6558 5,258.00 4,669.00 3,541.00 Net Fixed Assets* 869 1,015.00 1,176.00 1,134.00 Non Current Assets 213,611.00 213,449.23 111,996.00 87,459.00 Cash and Cash Equivalents 10,177.00 2,518.00 2,087.00 1,381.00 Current Investments 24.00 24.00 24.00 24.00 Current Assets 414,739.00 453,211.00 464,179.96 402,790.00 Current Liabilities 298,504.55 281,577.12 280,637.19 210,942.00 Net Sales 62,971.00 140,769.00 53,312.00 61,911.00 EBITDA -25,495.00 5,625.00 -3,280.90 11,649.22 EBIT -25,700.89 5,038.27 -3,904.90 11,225.22 Interest 9,918.00 22,611.00 16,781.00 17,765.00 PAT -37,590.84 -11,623.73 -13,923.76 -4,445.78 Dividend amounts - - - - Current ratio 1.39 1.61 1.65 1.91 Interest Coverage Ratio -2.57 0.25 -0.20 0.66 Gross Debt/ Equity Ratio 1.39 1.03 1.92 2.65 Debt Service Coverage Ratio -0.16 0.04 -0.03 0.07 * Excluding CWIP

D. Gross Debt: Equity Ratio of the Issuer:

Before the issue of Debentures 1.39 After the issue of Debentures ~1.39 * Networth is taken from audited balance sheet as on 30/9/2019

E. Project cost and means of financing, in case of funding of new projects: N.A.

4.5 Brief history of Issuer since its incorporation

A. Details of Share Capital as on last quarter end i.e. December 31, 2019:

Share Capital Aggregate value at face value (Rs. in crore) Authorised Share Capital 1000 Issued, Subscribed and Paid Up Share Capital 730.15

B. Changes in its capital structure as on the last quarter end i.e. December 31, 2019, for the last five years:

Date of Change Rs. Particulars (AGM/EGM) 28/09/2017 1000,00,00,000 The authorized share capital has been increased from Rs. 325,00,00,000 to Rs. 1000,00,00,000

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C. Equity Share Capital History of the Company as on last quarter end i.e. December 31, 2019, for the last five years:

Date of No of Face Iss Nature Cumulative Form of Re Allotmen Equity Valu ue of No. of Equity Equity considerati m t Shares e of Pri Allotme equity share share on ar Shar ce nt shares capital premi ks es (Rs (Rs.) um (Rs.) .) (Rs in Crore) 18/02/201 32,47,71,8 10 40 Rights 73015272 730152723 1781.0 Cash - 9 11 Issue 3 0 5 16/01/201 11,90,47,6 10 42 Rights 40538091 405380912 806.74 Cash - 8 48 Issue 2 0 30/7/2014 8,41,66,66 10 60 Prefere 28633326 286333264 844.17 Cash - 7 ntial 4 0 Issue

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

- The Company has acquired 51% equity stake in Land Kart Builders Private Limited with effect from July 18, 2019 through its wholly owned subsidiary Tata Value Homes Limited; and

- The Company had acquired balance 50% equity stake of Princeton Infrastructure Private Limited (“PIPL”) as a result of which PIPL became the wholly owned subsidiary of the Company with effect from March 15, 2019. The PIPL was an associate company of the Company prior to such acquisition.

E. Details of any Reorganization or Reconstruction in the last 1 (One) year: None

4.6 Details of the shareholding of the Company as on the latest quarter end i.e. December 31, 2019:

A. Shareholding pattern of the Company as on last quarter end i.e. December 31, 2019: Sr. Name of the Shareholder Total No. of Equity No of Shares held Total Shareholding No. Shares held in Demat Form as % of total no. of equity shares 1 Tata Sons Private Limited 729,867,222 729,867,222 99.96 2 Tata Industries Limited 284,338 284,338 0.04 3 Mr. P. S. Mistry 519 519 0.00 4 Mr. F. A. Poncha 288 0 0.00 5 Mr. Ratan Tata 180 180 0.00

6 Tata Sons Private Limited jointly 45 45 0.00 with Mr. Nikhil Kumar 7 Tata Sons Private Limited jointly 45 45 0.00 with Mr. K. R. Bhagat 8 Tata Sons Private Limited jointly 45 45 0.00 with Mr. F. N. Subedar 9 Tata Sons Private Limited jointly 41 41 0.00 with Mr. E. N. Kapadia Note: Shares pledged or encumbered by the promoters (if any): None

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B. List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. December 31, 2019:

Sr. Name of the Shareholder Total No. of No of Shares Total No. Equity Shares held in Sharehol held Demat Form ding as % of total no. of equity shares 1 Tata Sons Private Limited 729,867,222 729,867,222 99.96 2 Tata Industries Limited 284,338 284,338 0.04 3 Mr. P. S. Mistry 519 519 0.00 4 Mr. F. A. Poncha 288 0 0.00 5 Mr. Ratan Tata 180 180 0.00 6 Tata Sons Private Limited jointly with Mr. 45 45 0.00 Nikhil Kumar 7 Tata Sons Private Limited jointly with Mr. K. 45 45 0.00 R. Bhagat 8 Tata Sons Private Limited jointly with Mr. F. 45 45 0.00 N. Subedar 9 Tata Sons Private Limited jointly with Mr. E. 41 41 0.00 N. Kapadia

4.7 Following details regarding the directors of the Company:

A. Details of current directors of the Issuer*:

Name, Age Address Director of Details of other Designation and the Issuer directorship Director’s since Identification Number (DIN) Mr. Banmali 57 Bombay House, Homi 24/03/2018 (i) The Tata Power Company Agrawala Mody Street, Fort, Limited Designation: Mumbai - 400023 (ii) Tata Projects Limited Chairman (iii) Tata Realty and DIN: 00120029 Infrastructure Limited (iv) Airasia (India) Limited (v) Tata Advanced Systems Limited Mr. Sanjay Dutt 54 E Block, Voltas 01/04/2018 (i) Tril Constructions Limited Designation: MD Premises, T B Kadam (ii) Smart Value Homes & CEO Marg, Chinchpokli, (Peenya Project) Private 05251670 Mumbai – 400033 Limited (iii) Promont Hilltop Private Limited (iv) Tata Value Homes Limited (v) Tril Infopark Limited (vi) Tata Realty and Infrastructure Limited

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Mr. 70 PKF Sridhar & 13/09/2010 (i) Tata Realty and Santhanakrishnan Santhanam, KRD Infrastructure Limited S GEE Crystal, 7th (ii) Sands Chembur Designation: Floor, 91-92, Dr. Properties Private Limited Director Radhakrishnan, Salai (iii) Sands BKC Properties DIN: 00032049 Mylapore, Chennai Private Limited 600004 (iv) Tata Global Beverages Limited (v) ICICI Home finance company Limited (vi) IDBI Capital Markets & Securities Limited Mr. Nipun 46 Bombay House, Homi 24/03/2018 (i) Tata Projects Limited Aggarwal Mody Street, Fort, (ii) Tril Urban Transport Designation: Mumbai – 400023 Private Limited Director (iii) Tril Roads Private Limited DIN: 08094159 (iv) Tata Value Homes Limited Mr. Dileep Choksi 70 A-902, Marathon 31/03/2015 (i) UTPL Corporate Trustees Designation: Futurex, N. M. Joshi Private Limited Director Marg, Lower Parel (ii) Gujarat International DIN: 00016322 (East), Mumbai Finance Tec-City Company 400013 Limited (iii) Miramac Properties Private Limited (iv) Arvind Limited (v) Swaraj Engines Limited (vi) Aia Engineering Limited (vii) Universal Trusteeship Services Limited (viii) ICICI Prudential Life Insurance Company Limited (ix) Lupin Limited (x) Protego Multi Family Office Private Limited Ms. Sucheta 54 403, Prospect 31/03/2015 (i) Jayant Agro-Organics Shah Chambers, 4th Limited Designation: Floor.317, DN Road, (ii) Atlas Integrated Finance Director Fort, Mumbai-01 Limited DIN: 00322403 (iii) Atlas Wealth Management Private Limited (iv) Ihseduagrochem Private Limited Mr. 59 Bangalore Office 2, 26/06/2013 (i) Tata Coffee Limited Venkataramanan Block C, Kirloskar (ii) Kanan Devan Hills K. Business Park Plantations Company Private Designation: Hebbal, Bangalore Limited Director (iii) Alliance Coffee Limited DIN: 01728072 (iv) Amalgamated Plantations Private Limited (v) Tata Tea Holdings Private Limited (vi) Tata Starbucks Private Limited

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*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any. - None

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

Name, Designation and Date of Appointment/ Director of the Remarks DIN Resignation Company since (in case of resignation) Mr. Brotin Banerjee June 13, 2018 April 17, 2008 Due to their DIN: 01522816 pre- Designation: MD & CEO occupations Mr. Sanjay Ubale August 8, 2018 September 30, 2008 and other DIN: 02040738 commitments Designation: Director Mr. Eruch Kapadia March 27, 2018 June 20, 2016 DIN: 02230412 Designation: Director Mr. Banmali Agrawala March 24, 2018 N.A. N.A. Designation: Chairman DIN: 00120029 Mr. Nipun Aggarwal March 24, 2018 N.A. N.A. Designation: Director DIN: 08094159 Mr. Sanjay Dutt April 1, 2018 N.A. N.A. Designation: MD & CEO 05251670

4.8 Following details regarding the auditors of the Company:

A. Details of the auditor of the Company:

Name Address Auditor since B S R & Co. LLP 5th Floor, Lodha Excelus, September 28, 2017 Apollo Mills Compound, N. M Joshi Marg, Mahalaxmi, Mumbai - 400011

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

Name Address Date of Auditor of the Remarks Appointment/ Issuer since (in Resignation case of resignation) M/s Deloitte Lotus Corporate September 25, N.A. M/s Deloitte Haskins & Haskins & Park, 1st Floor, 2008 sells LLP have completed Sells LLP Wing A-G, CTS their tenure of two terms No. 185/a, Jay on September 28, 2017, Coach, Off hence they could not be Western Express re-appointed. Highway, Goregaon (East), Mumbai – 400 0063

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B S R & Co. 5th Floor, Lodha September 28, N.A. Appointed for a 1st term of LLP Excelus, 2017 5 years Apollo Mills Compound, N. M Joshi Marg, Mahalaxmi, Mumbai - 400011

4.9 Details of borrowings of the Company:

A. Details of Secured Loan Facilities, as on the December 31, 2019: (Rs. in Lakhs) Lender’s Type of Amount Principal Repayment Security Name Facility Sanctioned Amount Date/Schedule Outstanding IDBI Bank Working 22500 Repayable on Secured by way of 10378 Limited Capital demand hypothecation on HDFC Bank Loan 7000 current assets of 791 Limited the Company ICICI Bank 15000 excluding for 1455 Limited mulund project Deutsche 5000 0 Bank State Bank of 10000 7000 India The Hongkong 10500 and Shanghai Banking 7000 Corporation Limited State Bank of Long 2500 31-03-2020 Secured by assets Term of mulund project India 2500 Loan

B. Details of Unsecured Loan Facilities, as on the December 31, 2019: (Rs. in Lakhs) Lender’s Type of Amount Principal Amount Repayment Name Facility Sanctioned Outstanding Date/Schedule HDFC Bank Short term 10000 5000 2/3/2020 Limited loan 5000 17/3/2020 14000 23/3/2020 Axis Bank WCDL 20000 5000 22/3/2020 5000 14/1/2020 Federal Bank WCDL 10000 5000 16/1/2020 Titan Inter Industries Corporate 5000 5000 6/1/2020 Limited Deposits

Tata Coffee 1500 1500 2/1/2020 Limited 1500 1500 20/1/2020

C. Details of Non-Convertible Debentures, as on the December 31, 2019:

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(Amount in Lakhs) Debenture Tenor/ Coupo Amoun Date of Redem Credit Secure Security Series Period n (%) t Allotme ption Rating d / of nt Date/ Unsecu Maturity Schedul red e 4000 8.19% 1185 8.19 40000 Jan. April 23, ICRA Secured 1) Secured by way of - days 24, 2020 AA token security by first Debentures 2017 charge on retail units of ₹ in the complex 1,000,000 known as Shubh each Griha, being 1000 8.19% 1217 8.19 10000 Dec. April 23, constructed on the - days 23, 2020 property bearing Gut Debentures 2016 Nos. 110, 107/5 of ₹ situated at Village 1,000,000 Betgaon, Taluka each Palghar, District Thane; and 2000 8.50% 1288 8.5 20000 Oct. April 20, 2) First charge of - days 20, 2020 1.25 times at book value on loans and Debentures 2016 of ₹ advances including 1,000,000 loans and advances each to subsidiaries, non- current Investments, 2000, 1196 8.25 20000 Nov. Februar interest accrued on 8.25% - days y 27, 18, loans with related Debentures 2020 2016 parties (excluding of ₹ those charged in 1,000,000 favour of banks), each present and future. 1000 9.15% 1131 9.15 10000 Aug. 23, Septem - days 2018 ber 27, Debentures 2021 of ₹ 1,000,000 each 1000 8.80% 1095 8.80 10000 Dec. 27, 26/12/2 First charge of 1.25 - days 2019 022 times at book value Debentures on loans and of ₹ advances including 1,000,000 loans and advances each to subsidiaries, non- current Investments, interest accrued on loans with related parties (excluding those charged in favour of banks), present and future

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D. List of Top 10 Debenture Holders as on January 17, 2020:

Sr. No. Name of the Debenture Holders Amount (in Cr.) 1 FRANKLIN INDIA ULTRA SHORT BOND FUND 1150 HSBC SECURITIES SERVICES 2 ICICI PRUDENTIAL ULTRA SHORT TERM FUND 1000 3 FRANKLIN INDIA ULTRA SHORT BOND FUND 950 HSBC SECURITIES SERVICES 4 HDFC TRUSTEE COMPANY LTD A/C HDFC CREDIT 760 RISK DEBT FUND 5 IDFC CREDIT RISK FUND 750 6 L & T MUTUAL FUND TRUSTEE LIMITED - L&T FMP - 640 SERIES XIV -SCHEME A 7 HDFC TRUSTEE CO LTD A/C HDFC FMP 1302D 506 SEPTEMBER 2016 (1) 8 SBI MAGNUM LOW DURATION FUND 500 9 HDFC TRUSTEE CO LTD A/C HDFC FMP 1309D 377 SEPTEMBER 2016 (1) 10 PGIM INDIA TRUSTEES PRIVATE LIMITED A/C PGIM 254 INDIA CREDIT RISK FUND

E. The amount of corporate guarantees issued by the Issuer, as on the September 30, 2019, along with name of the counterparty (like name of subsidiary, JV entity, group company, etc) on behalf of whom it has been issued:

- Corporate guarantee given in favour of the Hongkong and Shanghai Banking Corporation Limited and Standard Chartered Bank by the Company on behalf of wholly owned subsidiary namely One Colombo Project (Private) Limited as at September 30, 2019: ₹ 559.23 crores (As at March 31, 2019 ₹ 551.11 crores).

- Corporate guarantee given in favour of Link Intime India Private Limited (in its capacity as the debenture trustee) by the Company on behalf of a subsidiary namely Promont Hillside Private Limited as at September 30, 2019: ₹ 400 crores (As at 31 March 2019 ₹ 400 crores) and together with redemption premium of Yield To Redemption of 9.85% p.a. (for year ended 31st March, 2019: 9.85% p.a.) and other charges.

F. Details of Commercial Paper:- The total face value of commercial papers outstanding, as on December 31, 2019, to be provided and its breakup in the following table:

Maturity Date Amount Outstanding (Rs. in Lakhs) 3-Feb-20 10000 6-Feb-20 10000 12-Feb-20 5000 13-Feb-20 15000 17-Feb-20 10000 3-Mar-20 10000 5-Mar-20 10000 12-Mar-20 10000

G. Details of rest of the borrowings (if any, including hybrid debt like FCCB, optionally convertible debentures/preference shares) as on December 31, 2019:

Party Type of Amount Principal Repayment Credit Secured / Securi

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Name (in Facility / Sanctioned Amount Date / Rating Unsecure ty case Instrume / Issued Outstanding Schedule d of nt Facility) / Instrument Name None

H. Details of all defaults and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 (five) years, as on the December 31, 2019: None

I. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option, as on the December 31, 2019: None

4.10 Details of Promoters of the Company

A. Details of Promoter Holding in Company as on the latest quarter end i.e. December 31, 2019: Sr. Name of the Total No. of No of Shares Total No. of % of No. Shareholder Equity Shares held in Demat Shareholding shares shares held Form as % of total pledged pledged no. of equity with shares respect to shares owned 1 Tata Sons 729,867,222 729,867,222 99.96% None N.A. Private Limited 2 Tata 284,338 284,338 0.04% None N.A. Industries Limited 3 Tata Sons 45 45 0.00% None N.A. Private Limited jointly with Mr. Nikhil Kumar 4 Tata Sons 45 45 0.00% None N.A. Private Limited jointly with Mr. K. R. Bhagat 5 Tata Sons 45 45 0.00% None N.A. Private Limited jointly with Mr. F. N. Subedar 6 Tata Sons 41 41 0.00% None N.A. Private Limited jointly with Mr. E. N. Kapadia

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

Please refer to Annexure IV

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

Not Applicable

4.13 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event, etc.) at the time of Issue which may affect the issue or the investor’s decision to invest / continue to invest in the Debentures: None

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

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

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

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

4.16 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

Not Applicable

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

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

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

The Debentures are proposed to be listed on BSE.

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4.19 Other details

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

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

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

The Issue of Debentures shall be in conformity with the applicable provisions of the Act including the notified rules thereunder and the applicable regulatory guidelines including the SEBI Debt Listing Regulations.

C. Application process

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

4.20 Issue Details

Security Name 8.60% Tata Housing Development Company Limited 2023 Issuer Tata Housing Development Company Limited Type of Instrument Non-Convertible Debentures Nature of Instrument Rated, Secured, Redeemable, Listed Non-Convertible Debentures. Seniority Senior Mode of Issue Private placement Eligible Investors Please refer to ‘Persons who may apply’ under Section 8 of this Information Memorandum Listing (including name of stock The Issuer shall list the Debentures on BSE within a market where it will be listed and maximum period of 20 (twenty) days from the Deemed timeline of listing) Date of Allotment.

In case of delay in listing of the Debentures beyond 20 (Twenty) days from the Deemed Date of Allotment, the Issuer will make payment to the Debenture Holders of penal interest calculated on the face value of the Debentures at the rate of 1% (one percent) per annum which shall be payable over and above the Rate of Return from the expiry of 20 (Twenty) days from the Deemed Date of Allotment until the listing of the Debentures. Rating of the Instrument CARE AA (Stable) by the Rating Agency

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Issue Size Up to Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) with green shoe option for an additional amount of upto Rs. 300,00,00,000/- (Rupees Three Hundred Crores only) Option to retain Green shoe option to retain oversubscription for an oversubscription additional amount of upto Rs. 300,00,00,000/- (Rupees Three Hundred Crores only) Objects of the Issue To raise debt upto the extent of Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) comprising of 2000 (Two Thousand) rated, listed, secured, redeemable non- convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each with green shoe option for an additional amount of upto Rs. 300,00,00,000/- (Rupees Three Hundred Crores only) Details of the utilisation of the The proceeds of the Issue will be used for the general Proceeds corporate purposes of the Issuer including refinancing of existing loans, purchase of land & development rights, operational expenses, investment in subsidiaries/ associates/ joint ventures & other business purposes however, specifically excluding investment in capital markets for speculative purposes. Pending utilization for above purposes, funds be temporary invested in liquid mutual fund schemes, FDR with banks, etc. Coupon Rate Zero Coupon Step Up/ Step Down Coupon N.A. Rate Coupon Payment Frequency N.A. Coupon payment dates N.A. Coupon Type N.A. Coupon Reset Date March 28, 2022 Coupon Reset Process The Issuer shall mandatorily 60 days (T-60) prior to (including rates, spread, Coupon Reset Date (T) issue a notice to the Debenture effective date, interest rate cap Trustee and Debenture Holders intimating it of the revised and floor etc.) Coupon Rate to be applicable from the Coupon Reset Date (“Revised Coupon Rate”). Each of the Debenture Holders may either accept for itself the Revised Coupon Rate or suggest an alternate Coupon Rate to the Issuer within 15 days of receipt of intimation (T-45) by the Debenture Holders. If the revised Coupon Rate suggested by the Debenture Holders /Debenture Trustee, is unacceptable to the Issuer and no consensus is reached between the Issuer and the Debenture Holders then the Issuer shall, with a prior notice of atleast 30 days (T-30), redeem the Debentures on the Coupon Reset Date (T) and shall pay all the outstanding amounts in relation to the Debentures pertaining to the concerned Debenture Holder. If the revised Coupon rate suggested by the Debenture Holders / Debenture Trustee is acceptable to the Issuer, a notice shall be issued at least 30 days prior

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to the Coupon Reset Date, to the consenting Debenture Holders / Debenture Trustee specifying the Revised Coupon Rate. Such Revised Coupon Rate shall be applicable from the Coupon Reset Date until the maturity. For further clarification, if 60 days prior to Coupon Reset Date the Issuer does not issue a notice to the Debenture Trustee and Debenture Holders intimating it of the revised Coupon Rate to be applicable from the Coupon Reset Date, each Debenture Holder will have the right to suggest the revised Coupon Rate between 45 days prior to Coupon Reset Date, which issuer can accept or deny as per the process detailed above. Day Count Basis Actual/ Actual Interest on Application Money The Issuer shall be liable to pay to each Debenture Holder, interest on the Application Monies (subject to any tax deductible at source under Applicable Law) paid by the said Debenture Holder in the event that the Debenture Holder has remitted the Application Monies prior to the Deemed Date of Allotment, for which interest shall be calculated at the Rate of Return applicable for the Debentures issued on the Application Monies, for the period commencing from the date on which the said Debenture Holder has made payment of the Application Monies in respect of the Debentures and ending on the day prior to the Deemed Date of Allotment. The interest on the Application Monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the Deemed Date of Allotment.

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

Further, in the event that the Deed of Hypothecation is not executed within a maximum period of 3 (Three) months from the Deemed Date of Allotment, the Issuer will be liable to pay further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Rate of Return for the period until the execution of the Deed of Hypothecation. Tenor 3 (Three) years from the Deemed Date of Allotment, if the Put Option/ Call Option / early redemption or acceleration pursuant to Event of Default or Rate of Return reset is not exercised. Redemption Date The Debentures shall be redeemed by way of a bullet repayment on February 6, 2023 subject to exercise of Put Option or Call Option or early redemption/ acceleration pursuant to Event of Default or the Rate of Return reset in

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terms of the Transaction Documents. Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture along with Redemption Premium payable on the Redemption Date. Redemption Premium/Discount At the time of redemption of the Debentures a redemption premium shall be payable to the holders of the Debentures (“Redemption Premium”) so as to ensure that the holders of the Debentures receive an internal rate of return (calculated on an XIRR basis using the Microsoft Excel XIRR function in the 2010 edition) of 8.60% p.a. (“Rate of Return”). Rate of Return Reset Date March 28, 2022 Rate of Return Reset Process The Issuer shall mandatorily at least 60 (sixty) days prior to the Rate of Return Reset Date, issue a notice to the Debenture Trustee (with a copy marked to the Debenture Holders) (“Rate of Return Revision Notice”), intimating it of the proposed revised Rate of Return to be applicable from the Rate of Return Reset Date (“Revised Rate of Return”). Pursuant to the receipt of the Rate of Return Revision Notice, each of the Debenture Holder shall have the right to either accept the proposed Revised Rate of Return or suggest an alternate Rate of Return to the Issuer, within 15 (Fifteen) days from the receipt of the Rate of Return Revision Notice. Further, in the event that the Issuer fails to issue a Rate of Return Revision Notice at least 60 (Sixty) days prior to the Rate of Return Reset Date, each Debenture Holder shall have a right to suggest a revised Rate of Return at least 45 (Forty Five) days prior to the Rate of Return Reset Date.

In the event that the Rate of Return proposed by any Debenture Holder is not acceptable to the Issuer and no consensus is reached between the Issuer and the concerned Debenture Holder, the Issuer shall redeem the Debentures of the concerned Debenture Holder on the Rate of Return Reset Date, by issuing a notice at least 30 (thirty) days prior to the Rate of Return Reset Date to the concerned Debenture Holder. It is hereby clarified that no prepayment penalty will be payable by the Issuer in the event of such early redemption.

In the event that the Rate of Return proposed by any Debenture Holder is acceptable to the Issuer, the Issuer shall issue a notice at least 30 (thirty) days prior to the Rate of Return Reset Date to the concerned Debenture Holders, specifying the Revised Rate of Return. Further, in the event that the Rate of Return proposed by the Issuer is acceptable to any Debenture Holder, the Debenture Trustee shall issue a confirmation letter to the Issuer conveying the acceptance of the Revised Rate of Return by the said Debenture Holder within 15 (Fifteen) days from

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the receipt of the Rate of Return Revision Notice. Such Revised Rate of Return shall be applicable from the Rate of Return Reset Date until the Final Settlement Date.

It is hereby clarified that, if 60 (sixty) days prior to Rate of Return Reset Date the Company does not issue Rate of the Return Revision Notice to the Debenture Trustee and Debenture Holders intimating it of the Revised Rate of Return to be applicable from the Rate of Return Reset Date, each Debenture Holder will have the right to suggest the Revised Rate of Return within 45 (forty five) days prior to Rate of Return Reset Date, which Company can accept or deny as per the process detailed above. Issue Price Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture. Discount at which security is N.A. issued and the effective yield as a result of such discount Put Date Shall mean such date(s) which fall on the expiry of 30 (Thirty) days from the date of occurrence of the Put Event. Put Event In the event of occurrence any of the following:

(a) the rating (from any rating agency) of the Issuer is downgraded below ‘A-’; (b) the Company is desirous of removing ‘Tata’ from the name of the Company and the same is not acceptable to the Majority Debenture Holders.

Put Option Each Debenture Holder will have an option to require the Issuer to redeem all or some of the Debentures held by it, prior to the scheduled maturity of the Debentures, on the Put Date(s), by providing a written notice in this regard to the Issuer (with a copy marked to the Debenture Trustee). Put Price Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Debenture together with Redemption Premium thereon. Call Date Shall mean such date(s) which fall on the expiry of 30 (Thirty) days from the date of occurrence of the Call Event. Call Event In the event that the rating (from any rating agency) of the Issuer is upgraded to ‘AAA’ . Call Option The Issuer shall have the option to redeem all the Debentures (and not some), prior to its scheduled maturity, on the Call Date(s), by providing a written notice in this regard to the Debenture Trustee, who shall immediately inform the Debenture Holders of such notice. Call Price Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Debenture together with Redemption Premium thereon. Put Notification Time Any Debenture Holder desirous of exercising the Put Option, should provide a written notice to the Issuer, informing the Issuer of the number of Debentures in respect of which such Put Option is proposed to be exercised, which notice shall be issued to the Issuer at

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least 30 (Thirty) days prior to the Put Date. Call Notification Time If the Issuer is desirous of exercising the Call Option, the Issuer should provide a written notice to the Debenture Trustee, informing the Debenture Trustee that it proposes to exercise the Call Option, which notice shall be issued to the Debenture Trustee at least 30 (Thirty) days prior to the Call Date. Face Value Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture Minimum Application and in 1 (One) Debentures and in multiples of 1 (One) Debenture multiples of Debt Securities thereafter thereafter Issue Timing 1. Issue Opening Date 1. Issue Opening Date: February 6, 2020 2. Issue Closing Date 2. Issue Closing Date: February 6, 2020 3. Pay-in Date 3. Pay-in Date: February 7, 2020 4. Deemed Date of Allotment 4. Deemed Date of Allotment: February 7, 2020 Issuance mode of the Demat only Instrument Trading mode of the Instrument Demat only Settlement mode of the RTGS/ NEFT or such other mode as may be determined Instrument by the Issuer.

The pay-in of subscription monies for the Debentures shall be made by way of transfer of funds from the bank account(s) of the Eligible Investors (whose bids have been accepted on the Electronic Book Platform) as registered with the Electronic Book Provider into the account of clearing corporation of BSE i.e. Indian Clearing Corporation limited (ICCL). Depository(ies) NSDL Business Day Convention If the Due Date for the Redemption Date falls on a day that is not a Business Day, the Redemption Amounts shall be paid on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment. Record Date In relation to any Due Date 14 (Fourteen) days prior to such Due Date. It is clarified that the Record Date will always be determined with reference to the original due date irrespective of whether the original due date falls on a Business Day or not. Security (including description, Debentures are proposed to be secured by way of a first type of security, type of charge, ranking pari passu charge created and registered with the likely date of creation of ROC, over the Hypothecated Assets. The security cover security, minimum security being provided by such Hypothecated Assets shall not at cover, revaluation, replacement any time be less than 1.25 times of the Debenture of security, interest to the Outstandings. The charge on the Hypothecated Assets debenture holder over and shall be created without delay within 3 (Three) months above the coupon rate as from the Deemed Date of Allotment by execution of a Deed specified in the Debenture Trust of Hypothecation. In the event that the Deed of Deed and disclosed in the Offer Hypothecation is not executed within a maximum period of

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Document). 3 (Three) months from the Deemed Date of Allotment, the Issuer will be liable to pay further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Rate of Return for the period until the execution of the Deed of Hypothecation.

Further, until the Final Settlement Date, the Company shall not create any further charge on any of the Hypothecated Assets without the prior written approval from the Debenture Trustee (acting upon instructions of the Debenture Holder(s)) except for creation of a further charge for the benefit of its creditors, from time to time, on a pari passu basis with the Debenture Trustee and other existing charge holders subject to compliance of the following:

(a) the stipulated security cover of 1.25 times is and will be maintained in accordance with the terms of the Deed of Hypothecation both before and after the further issue(s) of debentures, raising of further loans and advances, debt and/or other financial facilities and creation of further charge or security interest on the Hypothecated Assets;

(b) the Company shall have furnished a certificate from the statutory auditor of the Company in a form and manner acceptable to the Debenture Trustee (with a copy marked to the Debenture Holders), certifying that the required security cover of 1.25 times in accordance with the terms of the Deed of Hypothecation is and will be maintained both before and after the further issue(s) of debentures, raising of further loans and advances, debt and/or other financial facilities and creation of further charge or security interest on the Hypothecated Assets;

Transaction Documents (d) Debenture Trustee Agreement; (e) Information Memorandum; (f) Debenture Trust Deed; (g) Deed of Hypothecation; (h) Any other document that may be designated as a transaction document by the Debenture Trustee. Conditions Precedent to As customary for transaction of a similar nature and size Disbursement including: (a) Receipt of credit rating from the Rating Agency, assigning a minimum rating of CARE AA to the Debentures. (b) Consent letter from the Debenture Trustee

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conveying their consent to act as the trustee for the benefit of the Debenture Holders. (c) Letter from BSE conveying its in-principle approval for listing of the Debentures. (d) Execution of the Debenture Trustee Agreement. (e) Passing of relevant board and shareholder resolutions and obtaining all such corporate approvals as may be required under Applicable Law. (f) A certificate from the company secretary of the Company confirming that the borrowing by way of issuance of Debentures is within the limits approved by the shareholders pursuant to the special resolution passed by the shareholders of the Company under Section 180(1)(c) of the Act and the rules made thereunder. Conditions Subsequent to As customary for transaction of a similar nature and size Disbursement including: (a) filing of the return of allotment with the relevant registrar of companies within the timelines specified under the Act. (b) execution of the Debenture Trust Deed within a maximum period of 3 (Three) months from the Deemed Date of Allotment. (c) execution of the Deed of Hypothecation within a maximum period of 3 (Three) months from the Deemed Date of Allotment. (d) Obtaining of all consents, no objection certificates, approvals and completion of all such acts and deeds as may be required in connection with creation of a pari passu charge over the Hypothecated Assets in favour of the Debenture Trustee with the exiting charge holders, prior to the execution of the Deed of Hypothecation. (e) Making application to BSE within 20 (twenty) days from the Deemed Date of Allotment seeking final listing approval within 20 (twenty) days from the Deemed Date of Allotment. (f) A certificate from a Company Secretary confirming that the creation of security is within the limits approved by the shareholders pursuant to the special resolution passed by the shareholders of the Company under Section 180(1)(a) of the Act and the rules made thereunder, will be submitted to the Debenture Trustee prior to the execution of the Deed of Hypothecation.

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

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times until the Final Settlement Date maintain the Management Control of the Issuer. (c) The Issuer shall not remove ‘Tata’ from its name at any time until the Final Settlement Date. In the event that Issuer is desirous of removing ‘Tata’ from its name, the Issuer shall request for the consent of the Debenture Trustee in writing and the Debenture Trustee shall be permitted to permit such deviation, subject to the Majority Debenture Holders having approved the same. In the event that such name change is not acceptable to the Majority Debenture Holders, the same shall constitute a Put Event. (d) Debt to equity ratio of the Issuer shall not at any time until the Final Settlement Date exceed 3.

Events of Default Event of default shall include events customary to transaction of this nature including but not limited to the following:

(a) Failure on the part of the Issuer to forthwith satisfy all or any part of Debenture Outstandings in relation to the Debentures or otherwise under the Transaction Documents when it becomes due;

(b) Breach of any representations and/or warranties or covenants (save and except the key covenants (c) as set out above) or undertaking contained in this Deed or any other Transaction Document or any such representations and/or warranties are found to be untrue, misleading, incomplete or incorrect, when made and such event, if capable of remedy has not been remedied by the Issuer within a period of 15 (Fifteen) days from the date of such event;

(d) The Issuer repudiates a Transaction Document to which it is a party without prior written consent of the Debenture Trustee, unless the same is remedied by the Issuer within a period of 15 (Fifteen) days from the date of such event.

(e) Failure of the Issuer to pay any financial indebtedness of the Issuer, exceeding Rs. 25,00,00,000/-, when due, if not cured within the cured period as defined in the respective transaction documents for such financial indebtedness and the relevant lender / investor who has made available such financial

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indebtedness, has issued a notice declaring such default.

(f) Any action, voluntary or involuntary, taken under the Insolvency and Bankruptcy Code, 2016 or other similar law against the Issuer, including filing of any application or petition for corporate insolvency resolution against or by the Issuer and such event, if capable of remedy has not been remedied by the Issuer within a period of 10 (Ten) days from the date of such event.

(g) If the Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or admits inability to pay its respective debts as they fall due, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment of or the taking of possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its respective property, and such event, if capable of remedy has not been remedied by the Issuer within a period of 10 (Ten) days from the date of such event Provisions related to Cross Failure of the Issuer to pay any financial indebtedness of Default Clause the Issuer, exceeding Rs. 25,00,00,000/-, when due, if not cured within the cured period as defined in the respective transaction documents for such financial indebtedness and the relevant lender / investor who has made available such financial indebtedness, has issued a notice declaring such default. Role and Responsibilities of To oversee and monitor the overall transaction for and on Debenture Trustee behalf of the Debenture Holders. Governing Law and Jurisdiction The Debentures are governed by and shall be construed in accordance with the existing Indian Laws. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai.

5. DISCLOSURES PERTAINING TO WILFUL DEFAULT

5.1 Name of the bank declaring the entity as a wilful defaulter: None

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

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

5.4 Name of the entity declared as a wilful defaulter: N.A.

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5.5 Steps taken, if any, for the removal from the list of wilful defaulters: N.A.

5.6 Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: None

5.7 Any other disclosure as specified by SEBI: None

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6. DISCLOSURES UNDER THE COMPANIES ACT

FORM NO. PAS – 4

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

6.1 General Information:

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

Issuer / Company : Tata Housing Development Company Limited Registered Office and : E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Corporate Office Mumbai, Maharashtra 400033 Telephone No. : 022 - 6661 4444 Website : www.tatahousing.com Fax : 022 – 6661 4452 Contact Person : Ritesh Kamdar – Company Secretary Email : [email protected]

B. Date of Incorporation of the Company:

19/03/1942

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

For the details of the business carried out by the Company please refer to Section 4 of this Information Memorandum.

As on the date of this Information Memorandum, the Issuer has the following subsidiary(ies) and the brief description of their business is as follows:

Sr. Name and address of the subsidiary Corporate Business undertaken by the No Name Address Identification subsidiary Number 1 Tata Value E Block, Voltas Premises, T B U45400MH2009 Tata Value Homes Limited, Homes Kadam Marg, Chinchpokli, PLC195605 formerly known as Smart Value Limited Mumbai – 400033 Homes Limited, is into business of construction of building / township and development of land through its own and its subsidiaries / joint ventures.

In keeping with its vision of being the largest home provider in India and its mission of providing quality life spaces, Tata Value Homes Limited is focused on

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Sr. Name and address of the subsidiary Corporate Business undertaken by the No Name Address Identification subsidiary Number developing the fabric of value and affordable housing in India through integrated and mix use townships. 2 Concept E Block, Voltas Premises, T B U45400MH1969 Concept Developers & Leasing Developers Kadam Marg, Chinchpokli, PLC014375 Limited (“CDLL”) (formerly known & Leasing Mumbai – 400033 as Concept Marketing and Limited Advertising Limited) was incorporated on September 6, 1969. CDLL is into real estate allied activities, primarily leasing of premises. 3 Apex Realty 135, Gaakoshi, Ameene NA Apex Realty Private Limited is Private Magu, K. Male’ 200135, into real estate development and Limited Republic of Maldives currently developing a project in Maldives. 4 Kriday E Block, Voltas Premises, T B U45400MH2011 Kriday Realty Private Limited is Realty Kadam Marg, Chinchpokli, PTC224084 into real estate development and Private Mumbai – 400033 currently developing a project in Limited Bhubaneswar, Orissa, India. 5 Promont E Block, Voltas Premises, T B U45400MH2012 Promont Hillside Private Limited Hillside Kadam Marg, Chinchpokli, PTC227897 is into real estate development Private Mumbai – 400033 and currently developing a project Limited in Hailey Road, Delhi, India. 6 Promont E Block, Voltas Premises, T B U45209MH2012 Promont Hilltop Private Limited is Hilltop Kadam Marg, Chinchpokli, PTC236134 into real estate development and Private Mumbai – 400033 currently developing a project in Limited Bengaluru, Karnataka, India. 7 Ardent E Block, Voltas Premises, T B U45200MH2007 Ardent Properties Private Limited Properties Kadam Marg, Chinchpokli, PTC262414 is into real estate development Private Mumbai – 400033 and currently owns land parcel in Limited Gurgaon, India. 8 THDC E Block, Voltas Premises, T B U74999MH2000 THDC Management Services Manageme Kadam Marg, Chinchpokli, PLC128720 Limited formerly known as THDC nt Services Mumbai – 400033 Facility Management Limited is Limited undertaking business relating to real estate management services and other valueadded services. 9 Sector 113 Flat No. GF- 3, Naurang U45202DL2011P Sector 113 Gatevida Developers Gatevida House, plot No. 5, Block- 134, TC277182 Private Limited (formerly known Developers 21 Kasturba Gandhi Marg, as Lemon Tree Land & Private New Delhi- 110 001 Developers Private Limited) is Limited into real estate development and

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Sr. Name and address of the subsidiary Corporate Business undertaken by the No Name Address Identification subsidiary Number currently developing a project ‘Gurgaon Gateway’ situated in Gurgaon, India. 10 World-One 80 Robinson Road, #02-00, NA World-One Development Pte. Developme Singapore 068898 Limited incorporated in Singapore nt Pte. undertakes the business relating Limited to developing land/building & relevant businesses & invest in similar entity(ies) 11 World-One 80 Robinson Road, #02-00, NA World-One (Sri Lanka) Projects (Sri Lanka) Singapore 068898. Pte. Limited, incorporated in Projects Singapore acts as an other Pte. Ltd., investment holding companies 12 One- 21, Castle Avenue, Colombo NA One-Colombo Project (Private) Colombo 08, Sri Lanka Limited incorporated in Sri Lanka Project is into real estate development (Private) and is undertaking development Limited of a project in Sri Lanka. 13 Smart E Block, Voltas Premises, T B U45400MH2013 Smart Value Homes (Peenya Value Kadam Marg, Chinchpokli, PTC241108 Project) Private Limited is into Homes Mumbai – 400033 real estate development and its (Peenya key activities include project Project) conceptualizing and designing, Private development, management and Limited marketing. Since its inception, it has been constructing prestigious residential buildings/complexes by the name New Haven and Riva. 14 Smart E Block, Voltas Premises, T B U45209MH2012 Smart Value Homes (Boisar) Value Kadam Marg, Chinchpokli, PTC234893 Private Limited is into real estate Homes Mumbai – 400033 development and is currently at (Boisar) its initial stages of developing a Private project at Boisar. Limited 15 Smart E Block, Voltas Premises, T B AAD-5942 Smart Value Homes (New Value Kadam Marg, Chinchpokli, Project) Private Limited is into Homes Mumbai – 400033 real estate development and is (New newly incorporated on May 7, Project) 2013 and is under process of LLP ** conceptualization of project at East part of India.

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Sr. Name and address of the subsidiary Corporate Business undertaken by the No Name Address Identification subsidiary Number 16 Kolkata- E Block, Voltas Premises, T B U45400MH2013 Kolkata-One Excelton Private One Kadam Marg, Chinchpokli, PTC249956 Limited is into real estate Excelton Mumbai – 400033 development and is currently at Private its initial stages of developing a Limited project at Kolkata, West Bengal, India. 17 HLT Flat No. GF- 3, Naurang U45400DL2013P HLT Residency Private Limited is Residency House, Plot No. 5, Block- TC254807 into real estate development and Private 134, 21 Kasturba Gandhi is newly incorporated on July 3, Limited Marg, New Delhi- 110 001 2013 and own land at Bahadurgarh, Haryana, India 18 HL Flat No. GF- 3, Naurang U45200DL2013P HL Promoters Private Limited is Promoters House, Plot No. 5, Block- TC254832 into real estate development and Private 134, 21 Kasturba Gandhi is newly incorporated on July 3, Limited Marg, New Delhi- 110 001 2013. Currently, it is developing the project situated at Bahadurgarh, Haryana, India. HL Promoters is a joint venture with SAS Realtech LLP 19 North E Block, Voltas Premises, T B U45209MH2014 North Bombay Real Estate Bombay Kadam Marg, Chinchpokli, PTC253864 Private Limited is into real estate Real Estate Mumbai – 400033 development. Private Limited 20 Synergizers E Block, Voltas Premises, T B U85191MH2012 Synergizers Sustainable Sustainable Kadam Marg, Chinchpokli, NPL231069 Foundation is a not for profit Foundation Mumbai – 400033 organization.

21 One E Block, Voltas Premises, T B AAE-8922 One Bangalore Luxury Projects Bangalore Kadam Marg, Chinchpokli, LLP is into real estate Luxury Mumbai – 400033 development. projects LLP** 22 Land Kart 7th Floor, Tower B, Plot No. 8, U70200UP2016 Land Kart Builders Private Builders Sector -127, Noida, Gautam PTC082780 Limited a joint venture entity with Private Buddha Nagar, Uttar Pradesh M/s Lotus Greens Constructions Limited - 201301 Private Limited is into real estate

development and is currently developing a project at Noida, Uttar Pradesh, India

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Sr. Name and address of the subsidiary Corporate Business undertaken by the No Name Address Identification subsidiary Number 23 Princeton Flat No. GF- 3, Naurang U45201DL2005P Princeton Infrastructure Private Infrastructur House, Plot No. 5, Block- TC135768 Limited is into real estate e Private 134, 21 Kasturba Gandhi development and has developed Limited Marg, New Delhi- 110 001 a project at Kasauli, Himachal Pradesh, India. Note: Partnership Interest in case of limited liability partnership. The Company has its offices / site /branches across India, however, for the purpose of this issue, the concerned are requested contact the compliance office at the registered office of the Company during the business hours. D. Brief particulars of the management of the Company:

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

Name, Designation & PAN Occupation Residential Address Mr. Khiroda Jena Service Flat No. 912, B Wing, Chief Financial Officer Arihant Abhilasha Opposit to Taloja Jail, PAN: AHCPK2425Q Sector 35H, Navi Mumbai - 410210 Mr. Ritesh Kamdar Service 704, Gaurav Jhankar CHSL, Gaurav Zankar, Company Secretary Bundurpakhadi Road, Gaurav Garden, Kandivali PAN: AMYPK5639B (West) Mumbai, Maharashtra, India - 400067

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

Name, Designation & DIN Occupation Residential Address Mr. Banmali Agrawala Service Ashford Apartment, Flat No.03, 3rd Floor, 1/26A Designation: Chairman Ridge Road, Malabar Hill Mumbai, DIN: 00120029 Maharashtra, India 400006 Mr. Sanjay Dutt Service Vivarea Residencies, B-1102, 11th Floor, Sane Designation: MD & CEO Guruji Marg, Mahalaxmi, Mumbai, Maharashtra, DIN: 05251670 India 400011 Mr. Santhanakrishnan S Professional Old No.33/C, New No.24, Unnamalai Ammal Designation: Director / Consultant Street T. Nagar Chennai, Tamil Nadu, India DIN: 00032049 / Business 600017 Mr. Nipun Aggarwal Service Flat No 56, Central Revenue Apartment Designation: Director Narayan Dabolkar Marg, Nepean Sea Road, DIN: 08094159 Malabar Hi Mumbai, Maharashtra, India 400006 Mr. Dileep Choksi Professional E/7, Sea Face Park, Bhulabhai Desai Road Designation: Director / Consultant Mumbai, Maharashtra, India 400026 DIN: 00016322 / Business Ms. Sucheta Shah Professional 90/2, Neeta Building, G. Road, Marine Drive, Designation: Director / Consultant Mumbai, Maharashtra, India 400002 DIN: 00322403 / Business Mr. Venkataramanan K. Service Flat No. 2-D, Polaris, Aquila Heights 27, HMT Designation: Director Factory Main Road, Near HMT School, Jalahalli DIN: 01728072 Bangalore, Karnataka, India 560013

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F. Management perception of Risk Factors:

Please refer to Section 3 of this Information Memorandum.

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

i. Statutory Dues Nil ii. Debenture and interest thereon Nil iii. Deposits and interest thereon Nil iv. Loans from banks and financial institutions and interest Nil thereon

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

Name of Designation Address Phone No. Email ID Nodal/Complian ce officer Mr. Ritesh Company E Block, Voltas 022- riteshkamdar@tatarealty Kamdar Secretary Premises, T. B. 66614957 .in Kadam Marg Chinchpokli Mumbai Mumbai City, Maharashtra 400033

I. Any default in annual filing of the Company under the Companies Act, 2013, or the rules made thereunder- None

6.2 Particulars of the Offer:

Financial position of the Company for Please refer to Annexure IV of this Information Memorandum the last 3 financial years Date of passing of Board Resolution November 29, 2018

A copy of the said board resolution is annexed hereto and marked as Annexure X Date of passing of resolution in general The shareholders resolution under Section 42 of the Act is meeting, authorizing the offer of dated December 12, 2019 and the resolution under Section securities 180(1) (c) of the Act is dated September 12, 2014.

A copy of the said shareholders’ resolutions (under both Section 42 and Section 180 of the Act) is collectively annexed hereto and marked as Annexure XI Kinds of securities offered (i.e. whether Rated, Redeemable, Listed, Secured Non-Convertible share or debentures) and class of Debentures security; the total number of shares or other securities to be issued Price at which the security is being The Debentures are being issued at face value of Rs. offered, including premium, if any, along 10,00,000/- each at par. with justification of the price

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The pricing of the Debentures has been arrived at on the basis of prevailing market terms and conditions Name and address of the valuer who No valuation has been done with respect to the Debentures performed valuation of the security as the Debentures represent debt obligations of the Company, offered, and basis on which the price which will be repaid in full along with applicable has been arrived at along with report of coupon/redemption premium in relation thereto. the registered valuer Relevant date with reference to which N.A. the price has been arrived at The class or classes of persons to Please refer to ‘Persons who may apply’ under Section 8 of whom the allotment is proposed to be this Information Memorandum made Intention of promoters, directors or key N.A. managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) The proposed time within which the Please refer to Cover Page allotment shall be completed The names of the proposed allottees N.A. and the percentage of post private placement capital that may be held by them The change in control, if any, in the N.A. company that would occur consequent to the private placement The number of persons to whom The Company has issued equity shares on the rights basis allotment on preferential basis/ private during FY 2018-19. The details of the said issuance has been placement / rights issue has already provided at Section 6.5 of this Information Memorandum. been made during the year, in terms of number of securities as well as price Further, during the Financial year 2019-20 so far, the Company has allotted 1000 secured, listed, rated, redeemable non-convertible debentures of Rs. 10 Lakh each on December 27, 2019, to the following investor:

Sr. Name of the Nos of No. Investor/allottees Debentures 1. ICICI Prudential Ultra Short 1000 Term Fund Total 1000

The justification for the allotment N.A. proposed to be made for consideration other than cash together with valuation report of the registered valuer. Amount, which the Company intends to Upto Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) raise by way of proposed offer of with green shoe option for an additional amount of upto Rs. securities 300,00,00,000/- (Rupees Three Hundred Crores only) Terms of raising securities Duration, if applicable: 3 (Three) years from the Deemed Date of Allotment, if

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the Put Option/ Call Option / early redemption or acceleration pursuant to Event of Default or Rate of Return reset is not exercised Redemption Premium 8.60% p.a. subject to reset of Rate of Return. Coupon Zero

Proposed time schedule for which the Please refer to Cover Page offer letter is valid Purpose and objects of the Issue The proceeds of the Issue will be used for the general corporate purposes of the Issuer including refinancing of existing loans, purchase of land & development rights, operational expenses, investment in subsidiaries/ associates/ joint ventures & other business purposes however, specifically excluding investment in capital markets for speculative purposes. Pending utilization for above purposes, funds be temporary invested in liquid mutual fund schemes, FDR with banks, etc. Contribution being made by the None promoters or directors either as part of the offer or separately in furtherance of such objects Principal terms of assets charged as Debentures are proposed to be secured by way of a first security, if applicable ranking pari passu charge created and registered with the ROC, over the Hypothecated Assets. The security cover being provided by such Hypothecated Assets shall not at any time be less than 1.25 times of the Debenture Outstandings. The charge on the Hypothecated Assets shall be created without delay within 3 (Three) months from the Deemed Date of Allotment by execution of a Deed of Hypothecation. In the event that the Deed of Hypothecation is not executed within a maximum period of 3 (Three) months from the Deemed Date of Allotment, the Issuer will be liable to pay further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Rate of Return for the period until the execution of the Deed of Hypothecation.

(a) the stipulated security cover of 1.25 times is and will be maintained in accordance with the terms of the Deed of Hypothecation both before and after the

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further issue(s) of debentures, raising of further loans and advances, debt and/or other financial facilities and creation of further charge or security interest on the Hypothecated Assets;

The details of significant and material None orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the company and its future operations The pre-issue and post-issue shareholding pattern of the Company in the following format:

There will be no change in shareholding pattern of the Company pursuant to the issue, as non-convertible debentures are being issued in terms of this Information Memorandum. Please find below the details:

Sl. Category Pre-issue Post-issue No. No. of shares Percentage of No. of shares Percentage of held shareholding held shareholding A Promoters’ 730151736 100.00 730151736 100.00 holding Indian 730151736 100.00 730151736 100.00 1 Individual - - Bodies 730151736 100.00 730151736 100.00 Corporate Sub-total 730151736 100.00 730151736 100.00 2 Foreign - - promoters Sub-total (A) - - B Non-promoters’ 987 0.00 987 0.00 holding 1 Institutional - - Investors 2 Non- - - Institutional Investors Private - - Corporate Bodies

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Directors and - - relatives Indian public 987 0.00 987 0.00 Others - - (including Non- resident Indians) - - Sub-total (B) 987 0.00 987 0.00 Grand Total 730152723 100.00 730152723 100.00

6.3 Mode of payment for subscription:

o Cheque o Demand draft o Other banking channels

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

Any financial or other material interest of None the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons Details of any litigation or legal action Details are set out in the annexure attached herewith and pending or taken by any Ministry or marked as Annexure IX Department of the Government or a statutory authority against any promoter of the offeree Company during the last three years immediately preceding the year of the issue of the private placement offer cum application letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed Remuneration of directors (during the Please refer to Annexure XIV current year and last three financial years) Related party transactions entered Please refer to Annexure VIII for the related party during the last three financial years transactions for the financial years 2016-17, 2017-18, 2018- immediately preceding the year of issue 2019. of private placement offer cum application letter including with regard to loans made or, guarantees given or securities provided Summary of reservations or None qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of issue

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of private placement offer cum application letter and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark Details of any inquiry, inspections or Details are set out in the annexure attached herewith and investigations initiated or conducted marked as Annexure IX. under the Companies Act, 2013 or any previous Company law in the last three years immediately preceding the year of issue of private placement offer cum application letter in the case of the Company and all of its subsidiaries, and if there were any were any prosecutions filed (whether pending or not), fines imposed, compounding of offences in the last three years immediately preceding the year of the private placement offer cum application letter and if so, section-wise details thereof for the Company and all of its subsidiaries Details of acts of material frauds Details are set out in the annexure attached herewith and committed against the Company in the marked as Annexure IX. last three years, if any, and if so, the action taken by the Company.

6.5 Financial Position of the Company:

The capital structure of the Company:

The authorised, issued, subscribed and paid up Share Number of Description Aggregate capital (number of Capital securities Nominal Value securities, description and Rs. aggregate nominal value) Authorized 1000,000,000 Equity Share of 10000,000,000/- Rs. 10 each Issued, 73,01,52,723 Equity Share of 730,15,27,230/- Subscribed Rs. 10 each and Fully Paid up

Size of the Present Issue 2000 (Two Thousand) Rated Listed Secured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakh Only) each, aggregating up to Rs. 200,00,00,000/- (Rupees Two Hundred Crores Only) with a Green Shoe Option for an additional amount of upto Rs.300,00,00,000/- (Rupees Three Hundred Crores Only) on a private placement basis. Paid-up Capital: This issuance of Debentures will not alter the paid-up capital of the Issuer a. After the offer:

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b. After the conversion of convertible instruments (if applicable): Share Premium Account: This issuance of Debentures will not alter the paid-up capital of the Issuer a. Before the offer:

b. After the offer: Details of the existing share capital of the Issuer*: Details of Consideration Year & Date No of Equity Face Value of Price (Rs. In Crore) Form of of Allotment Shares Shares (Rs.) (Rs.) consideration

18/02/2019 32,47,71,811 10 40 1299.09 16/01/2018 11,90,47,648 10 42 500.00 Cash 30/7/2014 8,41,66,667 10 60 505.00

*The exact details of past issuances/allotments are not available with the Company, as many secretarial documents have been lost in fire during the financial year 1993-94 and as well as in transit thereafter.

Number and price at which each of the allotments Year & Date of No of Equity Fac Price Details of Form of were made in the Allotment Shares e (Rs.) Consider Consider last one year Valu ation ation preceding the e of (Rs.) date of the private Shar placement offer es cum application (Rs.) letter separately 18/02/2019 32,47,71,811 10 40 Cash N.A. indicating the allotments made for consideration other than cash and the details of the consideration in each case Profits of the Company, before (Rs. In crores) and after making FY 2019 FY 2018 FY 2017 provision for tax, Particulars for the three financial years Profit before Tax -175.73 -206.86 -65.40 immediately Tax -59.49 -67.62 -20.94 preceding the Profit after Tax -116.24 -139.24 -44.46 date of issue of the private placement offer cum application letter

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Dividends Dividends – None declared by the Company in Interest service coverage ratio (cash profit after tax plus interest paid/ interest paid) respect of the said three financial Particulars Rs. Rs. Rs. years; interest FY19 FY18 FY17 coverage ratio for last three years Interest service (cash profit after coverage ratio 0.25 -0.20 0.66 tax plus interest paid/interest paid) A summary of the financial position Please refer to Annexure V of this Information Memorandum of the Company as in the three audited balance sheets immediately preceding the date of issue of private placement offer cum application letter Audited Cash Flow Statement Please refer to Annexure VI of this Information Memorandum for the three years immediately preceding the date of issue of private placement offer cum application letter Any change in For FY 16-17 accounting a. policies during the Basis of Preparation last three years and their effect on Statement of Compliance with Ind AS the profits and the reserves of the The financial statements for Financial Year 2016-17 have been prepared in Company accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

The financial statements up to year ended 31 March 2016 were prepared in accordance with the accounting standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act.

These were the Company’s first Ind AS financial statements. The date of transition is 1 April 2015. One can refer the note to accounts of audited accounts of the Company for the financial year 2016-17 for an explanation of how the transition from previous GAAP to Ind AS has affected the Company's financial position, financial performance and cash flows.

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Historical cost convention

The financial statements are prepared in accordance with the historical cost convention, except for certain items that are measured at fair values, as explained in the accounting policies.

For FY18-19

Basis of Preparation

Statement of Compliance with Ind AS

The standalone financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act. The accounting policies followed in the preparation of these financials statements are the same as those of the previous year except as described below.

Change in significant accounting policies

Ind AS 115 - Revenue from Contracts with Customers notified by the Ministry of Corporate Affairs (MCA) on 28 March 2018 is effective from accounting period beginning on or after 1 April 2018 and replaces Ind AS 18 the existing revenue recognition standard. The application of Ind AS 115 has impacted the Company's accounting for recognition of revenue from real estate residential projects. The Company's contracts with its customers did not meet the criteria for recognisition of revenue over time as per Ind AS 115, accordingly, it has reversed the revenue recognised over a period of time and has recognised/will recognise revenue at a point in time.

The Company adopted Ind AS 115 using the modified retrospective method of adoption with the date of initial application of 1 April 2018. Under this method, the standard can be applied either to all contracts at the date of initial application or only to contracts that are not completed at this date. The Company elected to apply the standard to all contracts as at 1 April 2018.

The cumulative effect of initially applying Ind AS 115 is recognised at the date of initial application as an adjustment to the opening balance of retained earnings. Therefore, the comparative information was not restated and continues to be reported under Ind AS 11 and Ind AS 18.

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7. APPLICANT’S DETAILS

1. Name:

2. Father’s Name:

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

4. Phone number, if any:

5. Email id, if any:

6. PAN:

7. Bank account details:

Signature of the Applicant

______

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

______

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8. OTHER INFORMATION AND APPLICATION PROCESS

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

8.1 Mode of Transfer/ Transmission of Debentures

The Debentures shall be transferable freely. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other Applicable Laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by the Depository and the relevant DPs of the transferor or transferee and any other Applicable Laws and rules notified in respect thereof. It would be the responsibility of the Investors to ensure that they sell the Debenture in strict accordance with the terms and conditions of this Information Memorandum and Applicable Laws, so that the sale does not constitute an offer for sale to the public within the meaning of the Companies Act. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP.

8.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.

8.3 Trustee for the Debenture Holder(s)

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

8.4 Sharing of Information

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

8.5 Debenture Holder not a Shareholder

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

8.6 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest error.

Any other change or modification to the terms of the Debentures shall require approval by way of a Special Resolution (unless otherwise provided specifically in the Transaction Documents).

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

8.7 Right to accept or reject Applications

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

8.8 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address or facsimile number.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”.

Notice(s) shall be deemed to be effective: (a) in the case of registered mail, 3 (Three) calendar days after posting; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next Business day delivery; (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission or (d) in the case of personal delivery, at the time of delivery.

8.9 Issue Procedure

Only Eligible Investors as given hereunder may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and/ or redemptions warrants.

The final subscription to the Debentures shall be made by the Eligible Investors through the electronic book mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by placing bids on the electronic book platform during the Issue period. In case the Eligible Investors are not registered on the EBP Platform, they will have to register themselves as investor on the said platform (as a one-time exercise) and also complete the mandatory KYC verification process. The Eligible Investors should also refer to the operational guidelines of the EBP in this respect. The disclosures required pursuant to the EBP Guidelines are set out hereinbelow:

Details of size of the Issue including green shoe Rs. 200,00,00,000/- (Rupees Two Hundred Crores option, if any only) with green shoe option for an additional amount of upto Rs. 300,00,00,000/- (Rupees Three Hundred Crores) Electronic Book Platform BSE

Bid opening and closing date Bid opening date: February 6, 2020 Bid closing date: February 6, 2020 Minimum Bid Lot Rs.10 Lacs and in the Multiples of Rs.10 Lacs thereafter. Manner of bidding in the Issue Open Bidding Manner of allotment in the Issue Fixed Coupon Rate

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

Settlement cycle T+1 where T refers to the date of bid opening date/ issue opening date. Mode of Allocation Uniform

Process flow of settlement:

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

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

Beneficiary Name : Tata Housing Development Company Limited Credit Account No : 36161384418 Bank : State Bank of India Branch : CAG Branch Account Type : Current A/c IFSC Code : SBIN0009995

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

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

8.10 Application Procedure

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

8.11 Fictitious Application

All fictitious Applications will be rejected.

8.12 Basis of Allotment

Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to Investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment.

8.13 Payment Instructions

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

8.14 Persons who may apply

The Persons to whom this Disclosure Document is being issued are the only persons eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form. The class of investors to whom this Disclosure Document is being issued are: a) Companies b) Scheduled Commercial Banks c) Co-operative Banks d) Financial Institutions including NBFCs e) Mutual Funds f) Insurance Companies g) Any body corporate h) Any other investor authorized to invest in these NCDs

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

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

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

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

Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

8.15 Procedure for Applying for Dematerialised Facility

(a) The Applicant must have at least one beneficiary account with any of the DP’s of the Depository prior to making the application.

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

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

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

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

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

(g) For allotment of Debentures, the address, nomination details and other details of the Applicant as registered with his/her DP shall be used for all correspondence with the Applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis- à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

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

8.16 Depository Arrangements

The Issuer shall make necessary arrangement with the Depository for issue and holding of Debenture in dematerialised form.

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

8.17 List of Beneficiaries

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

8.18 Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.

8.19 Documents to be provided by Investors

Investors need to submit the following documents, as applicable

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

(b) Resolution authorising investment,

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

(e) Copy of PAN card to be submitted,

(f) Application Form (including RTGS details).

8.20 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the Applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through NEFT/RTGS.

8.21 Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Debenture(s)

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity.

8.22 Mode of Payment

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

8.23 Effect of Holidays

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

8.24 Tax Deduction at Source

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

8.25 Letters of Allotment

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

8.26 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is February 7, 2020 by which date the Investors would be intimated of allotment.

8.27 Record Date

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

8.28 Refunds

For Applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (Seven) days from each Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from Applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

8.29 Interest on Application Money

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

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

8.30 Pan Number

Every Applicant should mention its PAN allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected.

8.31 Payment on Redemption

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform the Depository and accordingly the account of the Debenture Holder(s) with the Depository will be adjusted.

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

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

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

9. DECLARATION

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

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

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

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

I am authorized by the Board of Directors of the Company vide resolution number 8 dated November 29, 2018 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this Disclosure Document has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

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

For Tata Housing Development Company Limited

______Sanjay Dutt Designation: Managing Director & CEO DIN: 05251670 Date: February 6, 2020 Place: Mumbai

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE I: RATING LETTER AND RATING RATIONALE

[Attached Separately]

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

[Attached Separately]

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE III: APPLICATION FORM

TATA HOUSING DEVELOPMENT COMPANY LIMITED A public company with limited liability incorporated on March 19, 1942 under the Companies Act, 1913 Registered & Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai Mumbai City, Maharashtra 400033 Telephone No.: 022 – 6661 4444 Contact Person: Mr. Ritesh Kamdar Email: [email protected]

DEBENTURE APPLICATION FORM SERIAL NO. 0 0 0 0 0 0 0 0 2

Addressed to: ______

ISSUE OF UPTO 2000 (TWO THOUSAND) RATED LISTED SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKH ONLY) EACH, AGGREGATING UPTO RS. 200 CRORE (RUPEES TWO HUNDRED CRORE ONLY) WITH GREEN SHOE OPTION FOR AN ADDITONAL AMOUNT OF UPTO RS. 300,00,00,000/- (RUPEES THREE HUNDRED CRORES ONLY) ON A PRIVATE PLACEMENT BASIS.

DEBENTURE APPLIED FOR:

Number of Debentures _____ in words ______

Amount Rs. ______/- in words Rupees ______Crore Only

DETAILS OF PAYMENT:

Cheque / Demand Draft / RTGS No. ______Drawn on______

Funds transferred to [●] Dated ______

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

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS STREET CITY PIN PHONE FAX

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

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

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY ______

We have read and understood the Terms and Conditions of the issue of Debentures contained in the Information Memorandum including the Risk Factors described therein and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Holders.

Name of the Authorised Designation Signature Signatory(ies)

Applicant’s Signature

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

Details for Issue of Debentures in Electronic / Dematerialised Form

DEPOSITORY NSDL ( ) CDSL ( ) DEPOSITORY PARTICIPANT NAME DP-ID BENEFICIARY ACCOUNT NUMBER NAME OF THE APPLICANT(S)

Applicant Bank Account :

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

FOR OFFICE USE ONLY DATE OF RECEIPT ______DATE OF CLEARANCE ______

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in this Information Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Issuer shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form.

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures.

Applicant’s Signature

FOR OFFICE USE ONLY DATE OF RECEIPT ______DATE OF CLEARANCE ______(Note : Cheque and Drafts are subject to realisation)

------(TEAR HERE)------ACKNOWLEDGMENT SLIP (To be filled in by Applicant) SERIAL NO. ------

Received from ______Address______UTR # ______Drawn on ______for Rs. ______on account of application of ______Debenture

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE IV: AUDITED FINANCIAL STATEMENTS

[Attached separately]

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE V: SUMMARY FINANCIAL POSITION (AUDITED)

Please note that the summary of financial position for the last three years and for the period ended September 30, 2019 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:

Financial Year Summary of Financial Position 2016-17 Page Number 135 & 136 2017-18 Page Number 91 & 92 2018-19 Page Number 71 & 72 For the period Page Number 4 & 5 ended September 30, 2019

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE VI: CASH FLOW STATEMENTS (AUDITED)

Please note that the cash flow statements for the last three years and for the period ended September 30, 2019 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:

Financial Year Cash Flow Statements 2016-17 Page Number 138 2017-18 Page Number 93 & 94 2018-19 Page Number 74 & 75 For the period Page Number 6 & 7 ended September 30, 2019

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE VII: INDICATIVE CASHFLOW SCHEDULE

Issuer Tata Housing Development Company Limited Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakh only) Issue Date/Deemed Date of Allotment February 7, 2020 Redemption Date February 6, 2023, subject to exercise of Put Option or Call Option or early redemption/ acceleration pursuant to Event of Default or the Rate of Return reset in terms of the Transaction Documents. Redemption Premium At the time of redemption of the Debentures a redemption premium shall be payable to the holders of the Debentures so as to ensure that the holders of the Debentures receive an internal rate of return (calculated on an XIRR basis using the Microsoft Excel XIRR function in the 2010 edition) of 8.60% p.a.. Day Count Convention Actual/ Actual

SCHEDULE*

A. If the Debentures are redeemed on the Rate of Return Reset Date Record Date Redemption Principal Redemption Rate of Days Total Payment Date (in Rs.) Premium Return (in Rs.) (in Rs.) 14/03/2022 28/03/2022 200,00,00,000 38,56,01,183 8.60% 780 238,56,01,183

B. If the Debentures are redeemed on the scheduled Maturity Date and rate remains same on reset date Record Date Redemption Principal Redemption Rate of Days Total Payment Date (in Rs.) Premium Return (in Rs.) (in Rs.) 23/01/2023 06/02/2023 200,00,00,000 56,16,48,112 8.60% 1095 256,16,48,112

This estimated cash flow is prepared based on the assumption that rate will remain same on the reset date. Further, green shoe option has been not factored while providing indicative cash-flow schedule.

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

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE VIII: RELATED PARTY TRANSACTIONS

Please note that the related party transactions entered into by the Issuer, for the last three years and for the period ended September 30, 2019 is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Information Memorandum:

Financial Year Related Party Transactions 2016-17 Page Number 170 to 173 (Note no. 39) 2017-18 Page Number 130 to 134 (Note no. 35) 2018-19 Page Number 116 to 121 (Note no. 35) For the period Page Number 26 to 29 (Note no. 25) ended September 30, 2019

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE IX: DETAILS OF LITIGATION OR LEGAL ACTION AND DETAILS OF MATERIAL FRAUDS

[Attached Separately]

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE X: COPY OF BOARD RESOLUTION

[Attached Separately]

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE XI: COPY OF SHAREHOLDERS’ RESOLUTIONS

[Attached Separately]

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE XII: TERM SHEET

[Attached Separately]

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE XIII: IN PRINCIPLE LISTING APPROVAL

[Attached Separately]

For Private Circulation only (For the Addressee only) Serial No.: 02 Addressed to: HDFC Hybrid Debt Fund

ANNEXURE XIV: REMUNERATION OF DIRECTORS

Name of Director Current Year FY 2018-19 FY 2017-18 FY 2016-17 Up to 31.12.2019 Mr. Banmali Agrawala Rs. 60,000/- Rs. 80,000/- N.A. N.A. Designation: Chairman DIN: 00120029

Mr. Sanjay Dutt Rs. 3,60,43,681/- Rs. 4,57,52,698/- N.A. N.A. Designation: MD & CEO DIN: 05251670 Mr. Santhanakrishnan Rs. 800,000/- Rs. 900,000/- Rs. 14,00,000/- Rs. 37,93,450/- S Designation: Director DIN: 00032049 Mr. Nipun Aggarwal Rs. 60,000/- Rs. 80,000/- N.A. N.A. Designation: Director DIN: 08094159 Mr. Dileep Choksi Rs. 800,000/- Rs. 650,000/- Rs. 13,00,000/- Rs. 18,58,950/- Designation: Director DIN: 00016322 Ms. Sucheta Shah Rs. 800,000/- Rs. 900,000 Rs. 14,00,000/- Rs. 22,58,950/- Designation: Director DIN: 00322403 Mr. Venkataramanan K. Nil Nil Nil Rs. 88,900/- Designation: Director DIN: 01728072 Mr. Brotin Banerjee* N.A. Rs. 26,90,761 Rs. 4,56,19,146 Rs. 4,33,48,522 DIN: 01522816 Designation: MD & CEO Mr. Sanjay Ubale** N.A. Nil Rs. 1,20,000/- Rs. 65,900/- DIN: 02040738 Designation: Director Mr. Eruch Kapadia*** N.A. Nil Rs. 60,000/- Rs. 1,12,000/- DIN: 02230412 Designation: Director

*Ceased to be director with effect from June 13, 2018. ** Ceased to be director with effect from August 8, 2018. *** Ceased to be director with effect from March 27, 2018.

Professional Risk Opinion

No. CARE/HO/RL/2019-20/4256

Mr. Sanjay Sharma Chief Financial Officer Tata Housing Development Company Limited E Block, Voltas Compound, T B Kadam Marg, Chinchpokli, Mumbai - 400033

February 3, 2020

Confidential

Dear Sir,

Credit rating for proposed Non-Convertible Debenture issue

Please refer to your request for rating of proposed long-term non-convertible debenture (NCD)

issue aggregating to Rs.1300 crore of your company. The proposed NCDs would have tenure of

three years with bullet repayment at the end of three year.

The following ratings have been assigned by our Rating Committee:

Instrument Amount Rating1 Rating Action (Rs. crore) Proposed Non-Convertible 1300 CARE AA; Stable Assigned Debenture issue (Rs. One thousand (Double A; Outlook Stable) Three hundred crore only)

3. Please arrange to get the rating revalidated, in case the proposed issue is not made

within a period of six months from the date of our initial communication of rating to you

(that is August 02, 2020).

4. In case there is any change in the size or terms of the proposed issue, please get the

rating revalidated.

1 Complete definitions of the ratings assigned are available at www.careratinas.com and in other CARE publications. 1 CARE Ratings Ltd.

CORPORATE OFFICE: 4 Floor, Godrej Coliseum, Somaiya Hospital Road, A Wing - 1102/1103, Kanakia Wall Street, Andheri Kurla Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022. Chakala, Andheri (E), Mumbai - 400 093 Tel.:+91-22-6754 3456 . Fax:+91-22-6754 3457 Tel:+91-22-6837 4400 Email: [email protected] • www.careratings.com 5. Please inform us the below-mentioned details of issue immediately, but not later than 7

days from the date of placing the instrument:

Instrument ISIN Issue Coupon Coupon Terms of Redemption Name and Details type Size Rate Payment Redemption date contact of top 10 (Rs Dates details of investors cr) Debenture Trustee

6. Kindly arrange to submit to us a copy of each of the documents pertaining to the NCD

issue, including the offer document and the trust deed.

7. The rationale for the rating will be communicated to you separately. A write-up (press

release) on the above rating is proposed to be issued to the press shortly, a draft of

which is enclosed for your perusal as Annexure. We request you to peruse the annexed

document and offer your comments if any. We are doing this as a matter of courtesy to

our clients and with a view to ensure that no factual inaccuracies have inadvertently

crept in. Kindly revert as early as possible. In any case, if we do not hear from you by

February 05, 2020, we will proceed on the basis that you have no any comments to offer.

8. CARE reserves the right to undertake a surveillance/review of the rating from time to

time, based on circumstances warranting such review, subject to at least one such

review/surveillance every year.

9. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the

outlook, as a result of periodic review/surveillance, based on any event or information

which in the opinion of CARE warrants such an action. In the event of failure on the part

of the entity to furnish such information, material or clarifications as may be required by

CARE so as to enable it to carry out continuous monitoring of the rating of the debt

instrument, CARE shall carry out the review on the basis of best available information

throughout the life time of such instrument. In such cases the credit rating symbol shall

be accompanied by "ISSUER NOT COOPERATING". CARE shall also be entitled to

CARE Ratings Limited (Formerly known as Credit Analysis & Research Limited)

appropriate by it, without reference to you.

10. Our ratings do not factor in any rating related trigger clauses as per the terms of the

facility/instrument, which may involve acceleration of payments in case of rating

downgrades. However, if any such clauses are introduced and if triggered, the ratings

may see volatility and sharp downgrades.

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on the outstanding rating.

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If you need any clarification, you are welcome to approach us in this regard. We are indeed, grateful to you for entrusting this assignment to CARE.

Thanking you,

Yours faithfully,

\)}W&

Krishna Pandey Vikash Agarwal Dy. Manager Associate Director krishna.p(5)careratings.com vikash.agarwal(5)careratings.com

Enel.: As above Disclaimer CARE's ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE's ratings do not convey suitability or price for the investor. CARE's ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The

CARE Ratings Limited (Formerly known as Credit Analysis & Research Limited)

Kanakia Wall street Andheri, A wing 1102/1103, Andheri Kurla Road, Chakala Andheri (E) Mumbai - 400093 Tel.:+91-22-6837 4400 . www.careratings.com . CIN-L67190MH1993PLC071691 rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE's rating.

Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.______

CARE Ratings Limited (Formerly known as Credit Analysis & Research Limited) Kanakia Wall street Andheri, A wing 1102/1103, Andheri Kurla Road, Chakala Andheri (E) Mumbai -400093 Tel.:+91-22-6837 4400 . www.careratings.com . CIN-L67190MH1993PLC071691

Annexure IX

GIST OF MAJOR PENDING LITIGATION: -

Tata Housing Development Co. Ltd (“the Company”) major Ongoing Litigation

1. Project – Raisina

Arbitrating Proceedings filed by Standard Farms Private Limited against the Company for sum of Rs 170 Cr for cost escalation and delay in the Raisina Project situated at Gurgaon. The Company has filed its counterclaim for sum of Rs 448 Cr due to delay in obtaining approvals and reputational damage. The Proceedings are currently pending before the Arbitral Tribunal. The Parties are in process of settlement of the disputes.

2. Project Aveza

Writ Petition No. 2051 of 2015 has been filed before the Bombay High Court by the Company as Constituted Attorney of Richa Realtors against Municipal Corporation of Greater Mumbai (MCGM) inter alia challenging the property tax bills issued by MCGM for FY 2015-16 for Aveza Project at Mulund. Additionally, Richa has challenged the new bills for FY 2016-17. Rupees 5.5 Cr has been paid by the Company under protest. The Hon’ble High Court has stayed the demand notices issued by MCGM and directed MCGM not to take any coercive steps against the Company. MCGM has issued fresh demand notices aggregating to Rs.13.2 Crores. The Company has issued a response to the Demand Notices. The Petition is currently pending.

3. Project Ariana

i. Writ Petition (Civil) No.9802 of 2018 has been filed by Kriday Realty Pvt Ltd and Tata Housing Development Co. Ltd against the Office of the Sub- Registrar, Khandagiri, Bhubhaneshwar thereby challenging the Notice No. 723 dated 09.05.2018 and Letter No. 716 dated 09.05.2018 issued to Kriday Realty Pvt Ltd (“Kriday”) to pay Rs.10,96,60,800/- towards stamp duty and registration fees on the Rectification Deed and Sub Lease executed between the Bhubaneshwar Development Authority (“BDA”) and Kriday. However, without providing any opportunity to be heard, the Sub Registrar has by its notices directed for impounding the documents and also demanded a payment due to deficit stamp duty of Rs.9,13,8400/- with interest and further called upon Kriday to pay Rs.1,82,76,800/- towards registration fees and other charges for settlement of the audit objections. Kriday has filed

TATA HOUSING DEVELOPMENT COMPANY LIMITED CIN: U45300MH1942PLC003573 Regd. Office:- E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 Tel. 022-6661 4444 Fax: 022-6661 4452 E-mail: [email protected] Website: www.tatahousing.com

Writ Petition in the Orrisa High Court Cuttack challenging the demand letter and the notices issued by the Sub Registrar. The Hon'ble High Court vide order dated 12 th June 2018 admitted the Writ Petition and stayed all the demand notices / letters till returnable dates. Writ Petition is pending for disposal.

ii. Kriday Realty Pvt Ltd has filed an Appeal before the Odisha Real Estate Appellate Tribunal and also filed a Writ Petition No.23521 of 2019 against the Order dated 11 th April 2019 passed by Odisha Real Estate Regulatory Authority and execution proceedings filed by Sanu Das and Anr in Complaint No.280 of 2018 filed by Mr. Sanu Das and Anr against Kriday Realty Private Limited. By Order dated 11 th April,2019, the Authority has directed Kriday Realty Private Limited to comply as under:-

i. To earmark 20% of the parking space for visitors, fire tender, physically handicapped persons, Ambulance etc in the Project as per the conditions more particularly stated in BDA permission dated 16 th January 2016 and distributed across all phases of the Project; ii. To remove the temporary construction where the site office is functioning; iii. To Form the Association/Society of the Allottees and to handover the commons areas of the Project to the said association along with the lease certificate pertaining thereto; iv. To provide the details of income and expenditure towards maintenance charges received to the association of allotees; v. To provide one more car parking space to the Complainant without any charge/cost

By its Order dated 10 th December 2019, the Hon’ble Orissa High Court has granted add-interim relief and stayed the execution proceedings since the Appellate RERA is not operational.

4. Project – One Colombo

i. Two Criminal Complaints filed by One Colombo Project Pvt Ltd before MC Court Fort Magistrate at Colombo. Complaint No.B/9631/2018 has been filed against Ismail Nazar and Others for house breaking and theft of CCTV Footage equipment in Sales Gallery at Colombo project. Complaint No.B/9632/2018 has been filed against Ismail Nazar and Others for assaulting, manhandling and breaking the mobile phone of the employee of the Company. Complaint No. B/9632/2018 is scheduled to be listed for withdrawal subject to payment of the Compensation LKR 50000/- by the Accused. Complaint No.B/9631/2018 is currently pending.

ii. Civil Suit is filed before the District Court of Colombo, by One Colombo Project Private Limited against Shamraz Yehiya and S3A Asset PTE Limited for (i) a declaration that the Consultancy Agreement dated February 2014 between One Colombo and S3A Asset PTE Limited is fully discharged and all monetary claims and obligations payable to the Shamraz Yehiya and /or S3A Asset PTE Limited are settled in full. (ii) for a declaration that One Colombo is entitled to recover from Defendants damages in the sum of USD 10 Million and (c)for a permanent injunction preventing the Defendants from hindering the operation and completion of the project and from entering the premises of the Property. Shamraz Yehiya and S3A Estate have filed a Counter Claim inter alia (i) that they are entitled to approximately US$ 7 million in lieu of 6% of the shareholding of One Colombo (ii) that they are entitled to US$ 1,088,880 towards Sales Commissions for sale of apartments from One Colombo (iii) that they are entitled to US$ 20 Million towards loss and damage to their reputation in the market including in the property and investment market, opportunity cost, loss of business and future opportunities and loss of opportunities to sell the apartments to the potential buyers who were interested in the project and whose initial deposit was refunded. The Suit and Counterclaim are currently pending.

5. Project – Rio De Goa

Mr. Joze Azavedo claiming to be the legal heir had filed Suit No. 3/2017 before the District Judge, South Goa at Margao against Mr. Manuel Filomenagama and Others for declaring (i) the order dated 23rd December, 1983 passed in Proceeding No. 18961/1976, (ii) Consent Decree dated 27th September, 1988 passed in Suit No. 6/1988, (iii) Sale Deed dated 2nd August, 2010 and (iv) All the approval granted in the project be declared as null and void. It was also prayed that Mr. Anand Bose being the land owner and the Company be restrained from carrying out any development activities. The Company and Mr. Anand Bose had filed the application on the ground of limitation under order VII Rule 11 for rejection of the Plaint. The Hon'ble District Court vide order 18 th August, 2017 allowed the application and thereby rejected the suit. Being aggrieved by the order dated 18th August, 2017, Mr. Joze Azavedo have filed the First Appeal and also Civil Application before the High Court of Bombay at GOA, for restraining Mr. Anand Bose and the Company from carrying out the construction activities on the project. Till date, there is no adverse order passed in the matter. The First Appeal and Civil Application are currently pending.

6. Project - Primanti

Several Customers from the project Primanti at Gurgaon have filed Consumer Complaints before the National Consumer Disputes Redressal Commission and Haryana RERA against Tata Housing Development Co. Ltd interalia for refund of amounts paid by them along with interest at the rate of 18% per annum and compensation for mental agony and litigation cost etc or; compensation for delay in possession of the Apartment and deficiency in services, mental agony and litigation cost etc. The Complaints are pending for disposal.

7. Project – Lamontana

Complaint filed before the National Consumer Disputes Redressal Commission by Balakrishna Shankaranarayan and 19 Others (“Residents of La Montana Project- Complainants”) against Tata housing Development Company Limited and Tata Value Homes Limited (“Opposite Parties”) inter alia claiming (i) deficiency in service, (ii) refund of amounts, (iii)amenities have not been provided, (iv) damages and other reliefs. The Complainants have also filed an application under Section 12 (1) of the Consumer Protection Act 1986 seeking permission to file the instant complaint and pursue the same before the Hon’ble National Commission on behalf of the Complainants and other residents of the Complex. By an Order dated 8 th November 2019, the Hon’ble National Commission was pleased to issue notice of the application to the Opposite Parties along with copy of the Complaint and posted the matter to 21 st September 2020. The Complaint is pending for disposal.

8. Complaint No. 2900/SS/2016 has been filed before the 64 th Metropolitan Magistrate Court, Esplanade Mumbai under the provisions of section 138 Negotiable Instruments Act by the Company against Globex International Private Limited and its Directors for an amount of Rs.9,84,00,000/- due to dishonor of cheque. The Company had given various purchase orders to Globex for supply of goods. The matter is currently pending.

9. The Company had given various purchase orders to M/s. Globex International Private Limited (Globex) for supply of cement. Globex was required to supply cement on a fixed rate against Tata Housing giving them standby letters of credit worth Rs.35Cr (SBLC). Globex invoked the SBLCs worth Rs.20cr (THDC & TVHL) without supplying any cement. Company had had filed a Recovery Suit (L) No.200 of 2017 in the Bombay High Court against Globex and its Directors along with a Notice of Motion for interim reliefs. The Notice of Motion has been disposed of in terms of the consent terms filed. Under the Consent terms, Globex had agreed to supply material and Company was to pay for only 80% of the amount and the 20% of the amount would be adjusted against the amounts due from Globex to

Company. The material against entire claim plus interest amounting to Rs.13.67 Crores to be supplied by Globex on or before 31 st May 2019. However, Globex has not provided any competent pricing on any material. Despite the consent terms filed in the High Court, Globex has failed to comply with the Consent Terms. Hence, the Company has filed for execution of the decree.