CERTIFIED TRUE COPY Private Placemenl Olier Letter P Riva T E and Co Njiden Ti Al for PNVATE CIRCULATION ONLY Serial Number Name of Investor

Private Placemenl Offer Letter Private and Contidential FOR PNYATE CIRCUI.ATION ONLY Serial Number Name of Investol:

TNDTAN EXPRESS NEWSPAPERS (MUMBAT) LTMTTED A public limited company incorporated under the Companies Act, 1956 with CIN tJ22l20MHl959PLC0l1302 Date of Incorporation: February 25, 1959

Registered Office: Express Towers, Nariman Point, Mumbai - 400021 Corporate Office: Parking level, Hilton side, Express Towers, Nariman Point, Mumbai - 400021 Tel. No.: + 9l-22-43414100; Fax No.: + 9l-22-434141 l0

ISSUE OF UP TO 1OOO REDEEMABLE, AMORTISING, LISTED, RATED AND SECURED NON- CoNVERTIBLE DEBENTURES OF FACE VALUE OF rNR 10,00,000 EACH (THE .DEBENTURES"), AGGREGATING UP TO INR IOO,OO,OO,OOO ON A PRIVATE PLACEMENT BASIS (ISSUE"), (TIIE By INDIAN EXPRESS NEWSPAPERS (MUMBAI) LIMITED (THE "ISSUER")

Private Placement Offer Letter

Date: June 2,2014

--"1 BACKGROUND t- _--.1

This Private Placement Offer Lefter (hereinafter referred to as the "Offer Letter") is related to the Debentures to be issued by the Issuer on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The Issue has been authorised by the Issuer through a resolution passed by the Board Of Directors of the Issuer on May 15,2014.

GENERALRISK

As the Issue is being made on a private placement basis, this Offer Letter has not been submitted to or cleared by the Securities and Exchange Board oflndia C'SEBI'). The Issue has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Offer Letter. Investment in debt and debt related securities involve a degree ofrisk 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 the Debentures. For taking an investment decision, investors must rely on their examination of the Issue including the risks involved in it. Specific attention of the investors is invited to the summarized Risk Factors mentioned elsewhere in this Offer Letter.

ISSUER'S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Letter 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 Offer Letter is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Offer Letter as a whole or any of such information or the expression ofany such opinions or intentions misleading in any material respect.

As at the date of this Offer Letter, Brickwork Ratings India Private Limited has assigned a rating of 'BWR A+(SO)' (Pronounced BWR Single A Plus Structured Obligation) (Outlook: Stable) for the issuance of Debentures. Instruments with this rating are considered to have an adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry a low credit risk. The credit rating letter dated May 26, 2014 issued by Brickwork Ratings India Private Limited is enclosed as Annexure | (Creiit Rating Letter from Brickwork Ratings India Private Limited) to this Offer Letter. The above rating is not a recommeniation tobuy, sell or hold Debentures or other securities and investors should take their own decision. The rating may be subject to revision or withdrawal at anytime by the assigning rating agency and each rating should be-evaluated independently of any other rating. The rating obtained is sudect to rivision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basls of new information etc.

CERTIFIED TRUE COPY Private Placemenl OlIer Letter P riva t e and Co nJiden ti al FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:

The Debentures offered through this Offer Letter are proposed to be listed on the Wholesale Debt Market Segment of BSE. The Issuer has obtained "in-principle" approval from BSE on May 30,2014 and will apply for final listing within 15 days from the Deemed Date of Allotment for listing the Debentures offered through this Issue. Please refer to Annexure 3 (ln Principle Listing Approva[) of this Offer Letter for a copy of the in- principal approval letter dated May 30, 2014 issued by BSE.

PROGRAM

Issue Opens on : June 4,2014 Issue Closes on : June 4,2014

The Issuer reserves the right to change the Issue Program 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 Program.

Note: This Private Placement Offer Letter prepared under the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 dated June 6, 2008, as amended, for private placement ofthe Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subr..ibr for or otherwise acquire the debt securities to be issued by the Issuer. This is only an information brochure intended for private use.

ARRANGER DEBENTURE TRUSTEE

Standard Chartered Bank IDBI Trusteeship Services Limited Address: CRESCENZO, 5/F, G-Block, Address: Asian Building, Ground Floor, 17, R. Kamani Marg, Opp. MCA Club, Bandra - Kurla Ballard Estate, Mumbai - 400 001 Complex, Mumbai - 400 051 Tel No.: +91 -22-40807000 Tel No.: +91-22-61 158951 Faxz +91-22-66311776 Fax: +91-22-61 157700 Contact person: Abhishek Javadekar Contact person: Anand Jalan Website: www.idbitrustee.com Email: [email protected] Email: [email protected]

REGISTRARTO ISSUE CREDIT RATINGAGENCY LISTING EXCTIANGE Sharepro Services (India) Private Brickwork Ratings India BSE Limited Limited Private Limited Address: Phiroze Jeejeebhoy Address: AB Samitha Warehousing Address: 3rd Floor, Raj Alkaa Towers Complex, Znd Floor, Saki Naka, Park, 2913 & 32/2 Kalena Dalal Street Telephone Exchange Lane, Sakinaka, Agrahara, Bannerghatta Road, Mumbai - 400001 Andheri East, Mumbai - 400 072 Bengaluru - 560076 Tel No.: +9 l -22-22721233 Tel No.: 020 6772 0300 Tel No.: +91-8040409940 Frx; +91-22-22721919 Fex: 022 2850 8927 Fax: +91-80-40409941 Website: www.bseindia.com Website: www.shareproservices.com Website:

CERTIFIED IRUE COPT Private Placement OlIer Letter Private and ConJidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:

DEFINITIONS AI\ID ABBREVIATIONS

General terms

Term Description

Account Bank Standard Chartered Bank acting through its branch at 7tP, G-Block, Behind MCA Club, Bandra Kurla Complex, Bandra East, Mumbai 40005 I, Maharashtra, India.

Accounts The Designated Account, the Operating Account and the UBI Account.

Accounts Agreement The accounts agreement dated June 2,2014 entered into among the Issuer, the Account Bank and the Debenture Trustee for operation of the Designated Account.

Account Assets (a) The Designated Account;

(b) The Operating Account;

(d) All amounts standing to the credit of, or accrued or accruing on, the Accounts excluding any Future Receipts; and

(e) All the moneys, securities, fixed deposits, instruments, investments (including the Permitted Company Investments) and other properties deposited in, credited to, created from, or required to be deposited in, credited to, or created from the Accounts and proceeds of all such securities, fixed deposits, instruments, investments and other properties excluding any Future Receipts;

which description shall include all properties of the above description whether presently in existence or acquired hereafter.

Application Form The form by which, the Eligible Investors shall apply for the Debentures of the Issuer appended herewith as Annexure 4 (Application Form).

Arranger Standard Chartered Bank.

Articles of Association The articles ofassociation ofthe Issuer.

Beneficial Owner(s) Debenture Holder(s) holding Debenture(s) in dematerialized form (Beneficial Owner of the Debenture(s) as defined in clause (a) of subsection of (1) of Section 2 of the Depositories Act, 1996).

Board Board of Directors of the Issuer or a committee thereof.

Borrowings At any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) ofthe Financial Indebtedness ofthe Issuer.

Break Costs As defined in the Debenture Trust Deed.

BSE BSE Limited.

Business Day A day (other than a Saturday, a Sunday or any other day which is a public holiday for the purposes of Section 25 of the Negotiable Instruments Act, l88l) on which banks are

CERTIFIED TRIIE CNPY Private Placement Offer Letter Private and ConJidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Inv*tor:

Term Description

Mumbai.

Issuer for that Cashflow In relution to any Relevant Period, EBITDA of the Relevant Period adjusted: (i) by deducting any increase or adding any decrease in working capital during that Relevant Period; (iD by deducting amounts paid during the Relevant Period by the Issuer in cash in resPect ofTax; (iiD by adding the aggregate amount received during the Relevant Period by the Issuer in cash in respect ofany rebate ofTax; (iv) by excluding any other non-cash items taken into account in calculating EBITDA (other than to the extent already taken into account in movements in working capital);

(v) for the cash effect ofexceptional items, to the extent that cash was received or spent during the Relevant Period; | ".tu.lty (vi) by excluding the effect of all cash movements associated with the Indian Express Floors Acquisition and any costs in connection with the Indian Express Floors Acquisition, to the extent included in calculating EBITDA and to the extent not already taken into account in any other paragraph ofthis definition; (vii) by deducting amounts paid in cash during the Relevant Period by the Issuer in respect ofcapital expenditure; and (viii) by deducting the amount of any dividends or other profit distributions paid by the Issuer and any amount paid by the Issuer to any person other than Pune Infoport Private Limited, in each case during that Relevant Period and in accordance with the Transaction Documents.

CDSL Central Depository Services (India) Limited.

2013, as applicable' Companies Act Compani"s e"t, 1956 and/or Companies Act, the Issuer (each a "Company Company Insurance Policies Th" it*""t * policies entered into by

time to time in accordance with the Coupon Rate I-tSOo/oper annum as reset from

grlckwort Credit Rating AgencY Ratings India Private Limited. fisted, rated and Debenture(s) , .orr..tiUt. debentures issued in dematerialised form of the nominal value of INR 10,00,000 each, aggregating to not more than INR 100,00,00,000.

of this offer Letter' Debenture Documents @i/s) in dematerialized form' Debenture Holder(s) @re(s) case being IDBI Debenture Trustee Trusteeship Services Limited.

CERTIFIED TRUE COPT - Pivate Placemenl Ofer Letter P rivat e and ConJidenti a I FOR PRIYATE CIRCULATION ONLY Serial Number Name of Inveslor:

Term Description

Debenture Trustee Agreement The debenture trustee agreement dated June 2, 2014 entered into between the Issuer and the Debenture Trustee.

Debenture Trust Deed The debenture trust deed dated June 2,2014 entered into between the Issuer and the Debenture Trustee in relation to the Debentures in terms of which the Debentures are being issued.

Depositories NSDL and/or CDSL, as the case may be.

Debt The aggregate ofthe principal, interest, Default Interest, Break Costs (if applicable), all other amounts, costs, charges, expenses and all present and future monies, debts and liabilities due, owing or incurred from time to time by the Issuer to any Secured Party under or in connection with the Debentures, the Debenture Trust Deed and./or any other Debenture Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, suety or otherwise), but without any double counting.

Debt Service In relation to any Relevant Period, the aggregate of:

(i) Interest Expense ofthe Issuer for that Relevant Period; and

(ii) scheduled repayments, and any other scheduled payments in the nature ofprincipal, payable by the Issuer in that Relevant Period in respect of Borrowings:

(A) including the amount of the capital element of any payments in respect of that Relevant Period payable under any finance lease entered into by the Issuer;

@) excluding any such obligations owed to Pune Infoport Private Limited; and

(C) excluding any repayment or prepayment to be made to the existing lenders of the Issuer as on the date of the Debenture Trust Deed.

Deemed Date of Allotment June 4, 2014

Default Interest The amount of interest payable on any unpaid sum in respect of the Debentures or which is otherwise due but unpaid under the Debenture Documents, calculated at the Default Interest Rate.

Default Interest Rate Coupon Rate plus 2oh per annum.

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

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

Designated Account The "no lien", "no set-off' account of the Issuer bearing account number 22105049340 opened with the Account Bank (or any other account being a renewal, re-designation or replacement of that account, as the Debenture Trustee may approve, and notified by the Account Bank to the Issuer and the Debenture Trustee) and maintained in accordance with the Accounts Agreement.

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Private Placernent Olfer Letter P rivate and Co nJide n tial FOR PNI/ATE CIRCULATION ONLY Serial Number Name of Inveslor:

Term Description

Director(s) Director(s) of Issuer unless otherwise mentioned.

DP ID Depository Participant identification number that is allocated to the Depository Participant by the Depository.

EBITDA In relation to any Relevant Period, the total profit before tax ofthe Issuer (as set out in the financial statements of the Issuer for that Relevant Period) with following adjustments for that Relevant Period:

(D Adding back following items:

(A) Interest Expense;

(B) any share of the loss of any associated company or undertaking, except for dividends received in cash by the Issuer; and

(D) all amounts provided for depreciation and amortisation for that Relevant Period,

(ii) Deducting following items:

(A) extraordinary and exceptional profits; and I (B) any share of the profit of any associated company or | *dertaking, except for dividends received in cash by the I Ittu...

Eligible Investors Refers to such category of investors referred to below:

. Eligible financial institutions and insurance companies;

. Companies;

. Non banking finance companies (NBFCs) and residuary NBFCs;

. Mutual funds;

. Foreigrrinstitr.rtionalinvestors;

. Foreign portfolio investors as permitted under the Securities and Exchange Board oflndia (Foreigrr Portfolio Investors) Regulations, 2014;and

. provident funds, gratuity, superannuation and pension funds, subject to their investment guidelines.

Event of Default An event described as event ofdefault in the Debenture Trust Deed.

Fece Value/ Nominal Value INR 10,00,000 being the nominal value of each Debenture.

Fee Letter A fee letter dated May 19,2014 issued by the Debenture Trustee and accepted by the Issuer. /, FII Foreign institutional investors registered with SEBI under the Securiti! and Exchange Board of India (Foreign Institutional IlyqClgrs 6 W";'9 TEffirffi6nubeory Private Placement OlJer Letter P rivat e and Co ntidenti al FOR PNVATE CIRCUL"ATION ONLY Serial Number Name of Investor:

Term Description

Regulations, 1995, as amended from time to time.

Financial Indebtedness Meaning given to it under the Debenture Trust Deed.

Financial Quarter The period commencing on the day after one Quarter End Date and ending on the next Quarter End Date.

Financial Year Twelve months period commencing from April I of a particular calendar year and ending on March 3 I ofthe subsequent calendar year.

Final Redemption Date 18 months ftom the Deemed Date of Allotment.

Future Receipts Meaning given to it under the Accounts Agreement.

GAAP Generally accepted accounting principles, standards and practices in India.

Indian Express Floors The three floors (being the ground floor, the 2nd floor and the mezzanine floors) in the Project admeasuring 21,000 sq. ft. in aggregate owned by The Indian Express Limited.

Indian Express Floors Acquisition The acquisition ofthe Indian Express Floors by the Issuer.

INR/Rs. The lawful currency of the Republic of India.

Interest Expense In relation to any Relevant Period, the aggregate amount ofinterest and any other finance charges (whether or not paid, payable or capitalised) accrued by the Issuer in that Relevant Period in respect of Borrowings including:

(i) the interest element of leasing and hire purchase payments;

(ii) commitment fees, commissions, arrangement fees and guarantee fees; and

(iii) amounts in the nature ofinterest payable in respect ofany shares other than equity share capital.

Issue Issue of Debentures by the Issuer in accordance with the Terms and Conditions.

Issuer Indian Express Newspapers (Mumbai) Limited.

Issuer Contracts (a) all sub-leases, leave and licence agreements and other rental agreements in relation to the Project; and

(b) Issuer Material Contracts.

Issuer Material Contracts (a) all Company Insurance Policies; O) maintenance cotrtracts in relation to the Land and/or the Project under which the aggregate annual expenditure exceeds INR 3,00,00,000;

(c) subJeases, leave and licence agreements and other rental agreements in relation to the Land and./or the Project under which the aggregate annual rent exceeds INR 10,00,00,000;

(d) the indenture of lease dated December 8, 1972 entered ffi Es lu)'..

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CERTIFIEn rPrrtr n^pv Private Placemenl Olfer Letter P r ivate and Co nfiden t ial FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor:

Term Description

between the Govemment of Maharashtra and the Issuer and registered with the Sub-Registrar of Bombay on December 8, 1972; and (e) all other title documents in relation to the Project including without limitation, in respect of the Indian Express Floors.

Land The leasehold land admeasuring 5918.1 I square meters on plot no. 236 (formed by merger of 4 plots formerly bearing nos. 219, 220,243 and 244) in Block III of Backbay Reclamation Estate of the Government of Maharashtra and having C.S. No. 1910 of Fort Division, Mumbai.

Memorandum of Association The memorandum of association of the Issuer.

NSDL National Securities Depository Limited.

Offer Letter This private placement offer letter dated June 2, 2014 for private placement of the Debentures.

Operating Account The "no lien", "no set-off' current account ofthe Issuer bearing account number 22105049332 opened with the Account Bank (or any other account being a renewal, re-designation or replacement ofthat account, as the Debenture Trustee may approve, and notified by the Account Bank to the Issuer and the Debenture Trustee).

PAN Permanent Account Number.

Project The entire multi-storied building known as "Express Towers", comprising of basement, parking floor, ground floor, first floor, mezzanine on first floor and 2nd to 28th upper floors standing on the Land.

Project Assets A total constructed area of 4,01,234 square feet (including the Indian Express Floors and the Sub Lease Area) in the Project together with car parks, dedicated basemenU service floors area and all other structures in the Project.

Pay In Date June 4,2014.

year, Quarter End Date Any of 31 March,30 June,30 September and 3l December in any as applicable.

RBI Reserve Bank oflndia.

Registrar and Transfer Agent Sharepro Services (India) Private Limited.

Relevant Period Each period offour consecutive Financial Quarters ending on a Quarter End Date.

RoC/ROC Registrar of Companies, Mumbai, Maharashtra.

RTGS Real Time Gross Settlement.

SEBI Securities and Exchange Board of India.

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

8 gYigqurcqg Private Placement O/fer Letter Private and Confidential FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor:

Term Description

Security A mortgage, charge, pledge, lien or other security interest securing any obligation ofany person or any other agreement or arrangement having a similar effect.

Secured Parties The Debenture Holders and the Debenture Trustee.

Stock Exchange(s) BSE Limited.

Tax All forms of present and future taxes (including but not limited to indirect taxes such as service tax, value added tax or other similar taxes), deductions, withholdings, duties, imposts, levies, cesses, fees, charges, social security contributions and rates imposed, levied, collected, withheld or assessed by any Governmental Authority (as defined in the Debenture Trust Deed) or other taxing authority in India or elsewhere and any interest, additional taxation penalty, surcharge, cess or fine in connectiontherewith and "Taxes" shall be construed accordingly.

Terms and Conditions Terms and conditions of the Debentures as set out in the Debenture Trust Deed.

Transaction Documents Documents and Issuer Material Contracts.

UBI Account cr[Tent account of the Issuer bearing account number 495801010040678 opened with Union Bank of India, Industrial Finance Branch, Nariman Point, Mumbai.

Voluntary Redemption Date Any of(a) February 9,2015; (b) May 8, 2015; or (c) August 10, 2015.

WDM Wholesale Debt Market Segment of BSE.

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- Private Placement Olfer Letter P rivate and ConJidential FOR PNI/ATE CIRCULATION ONLY Serial Number Name of Investor:

DISCLAIMERS

GENERAL DISCLAIMER

THIS OFFER LETTER 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 PROSPECTUS UNDER THE COMPANIES ACT, 2013. THIS OFFER LETTER HAS BEEN PREPARED IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2OO8 ISSUED UNDER CIRCULAR NO. LAD- NRO/GN/20081131127878 DATED JUNE 6, 2008, THE COMPANIES ACT, 2OI3 AND FORM PAS-4 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AS AMENDED. THE ISSUE OF DEBENTURES TO BE LISTED ON THE WDM IS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. MULTIPLE COPIES HEREOF GIVEN TO THE SAME ENTITY SHALL BE DEEMED TO BE GIVEN TO THE SAME PERSON AND SHALL BE TREATED AS SUCH. THIS OFFER LETTER DOES NOT CONSTITI]-TE AND SHALL NOT BE DEEMED TO CONSTITLITE AN OFFER OR AN INVITATION TO SUBSCzuBE TO THE DEBENTURES TO THE PUBLIC IN GENERAL. THIS OFFER LETTER IS NOT INTENDED TO BE CIRCULATED TO MORE THAN 49 (FORTY-NINE) ELIGIBLE INVESTORS. IT IS THE RESPONSIBILITY OF INVESTORS TO ENSURE THAT TTIEY WILL SELL THESE DEBENTURES IN STRICT ACCORDANCE WITH THIS OFFER LETTER AND OTHER APPLICABLE LAWS SO THAT THE SALE DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ACT. APART FROM THIS OFFER LETTER NO OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE ISSUER NOR IS SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS OFFER LETTER HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED.

LINDER THE APPLICABLE PROVISIONS OF THE SEBI DEBT REGULATIONS,IT IS NOT NECESSARY FOR A COPY OF THIS OFFER LETTER TO BE FILED OR SUBMITTED TO THE SEBI FOR ITS REVIEW AND/OR APPROVAL.

THIS OFFER LETTER AND THE CONTENTS HEREOF ARE RESTRICTED ONLY FOR THE TNTENDED RECIPIENT(S) WHO HAVE BEEN ADDRESSED DIRECTLY AND SPECIFICALLY THROUGH A COMMUNICATION BY THE ISSUER OR THE ARRANGER AND ONLY SUCH RECIPIENTS ARE ELIGIBLE TO APPLY FOR THE DEBENTURES. ALL INVESTORS ARE REQUIRED TO COMPLY WITH THE RELEVANT REGULATIONS/GUIDELINES APPLICABLE TO THEM FOR INVESTING IN THIS ISSUE. THE CONTENTS OF THIS OFFER LETTER ARE INTENDED TO BE USED ONLY BY THOSE INVESTORS TO WHOM IT IS ISSUED. IT IS NOT INTENDED FOR DISTRJBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE RECIPIENT.

EACH COPY OF THIS OFFER LETTER IS SERIALLY NUMBERED AND THE PERSON TO WHOM A COPY OF THE OFFER LETTER IS SENT, IS ALONE ENTITLED TO APPLY FOR THE DEBENTURES. NO II.WITATION IS BEING MADE TO ANY PERSONS OTHER THAN THOSE TO WHOM APPLICATION FORMS ALONG WITH THIS OFFER LETTER HAVE BEEN SENT. ANY APPLICATION BY A PERSON TO WHOM THE OFFER LETTER HAS NOT BEEN SENT BY THE ISSUER SHALL BE REJECTED WITHOUT ASSIGNING AI.TY REASON.

THE PERSON WHO IS IN RECEIPT OF THIS OFFER LETTER OFFER LETTER SHALL MAINTAIN UTMOST CONFIDENTIALITY REGARDING THE CONTENTS OF THIS OFFER LETTER AND SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING THE CONTENTS HEREOF WITHOUT THE CONSENT OF THE ISSUER. THE RECIPIENT AGREES TO KEEP CONFIDENTIAL ALL INFORMATION PROVIDED (OR MADE AVAILABLE HEREAFTER), INCLUDING, WITHOUT LIMITATION, THE EXISTENCE AND TERMS OF THE ISSUE, ANY SPECIFIC PRICING INFORMATION RELATED THE ISSUE OR THE AMOUNT OR TERMS OF ANY FEES PAYABLE TO THE ARRANGER OR PARTIES IN CONNECTION WITH THE ISSUE. THIS OFFER LETTER MAY NOT BE PH REPRODUCED, OR DISTRIBUTED TO OTHERS AT ANY TIME WITHOUT THE PzuOR CONSENT OF THE ISSUER. UPON REQUEST, THE RECIPIENTS WILL PROMPTLY RETURN w l0

CERTIFIED TRUE COPY Private Placement O/fer Letter P riva t e and Co nJidenti al FOR PNYATE CIRCULATION ONLY Serial Number Name of Inv*tor:

MATERIAL RECEIVED FROM THE ISSUER OR THE ARRANGER AND/OR ANY OF ITS AFFILIATES (INCLUDING THIS OFFER LETTER) WITHOUT RETAINING ANY COPIES HEREOF. IF ANY RECIPIENT OF THIS OFFER LETTER DECIDES NOT TO PARTICIPATE TN THE ISSUE, THAT RECIPIENT MUST PROMPTLY RETURN THIS OFFER LETTER AND ALL REPRODUCTIONS WHETHER IN WHOLE OR IN PART AND A}TY 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.

DISCLAIMER IN RESPECT OF JT]RISDICTION

THIS ISSUE IS MADE IN INDIA TO THE ELIGIBLE INVESTORS, WHO SHALL BE SPECIFICALLY APPROACHED BY THE ISSUER. THE DISTRIBUTION OF THE OFFER LETTER OR THE APPLICATION FORMS AND THE OFFER, SALE, PLEDGE OR DISPOSAL OF THE DEBENTURES MAY BE RESTRICTED OR PROHIBITED BY LAW IN CERTAIN JURISDICTIONS. RECIPIENTS ARE REQURED TO OBSERVE SUCH RESTRICTIONS AND THE ARRANGER AND ITS AFFILIATES ACCEPT NO LIABILITY TO ANY PERSON IN RELATION TO THE DISTRIBUTION OF INFORMATION IN ANY JLruSDICTION.

THIS OFFER LETTER DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE TO DEBENTURES OFFERED IIEREBY TO A].ry PERSON TO WHOM IT IS NOT SPECIFICALLY ADDRESSED. AI.ry DISPUTES ARISING OUT OF THIS ISSUE WILL BE SUBJECT TO THE NON EXCLUSIVE ruRISDICTION OF THE COURTS OF MUMBAI. THIS OFFER LETTER DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES HEREIN,IN A}.IY OTHER JURISDICTION AND TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR II{VITATION IN SUCH IruSDICTION. THE SALE OR TRANSFER OF THESE DEBENTURES OUTSIDE INDIA MAY REQUIRE REGULATORY APPROVALS IN INDIA, TNCLUDING WITHOUT LIMITATION, THE APPROVAL OF THE RBI.

DISCLAIMER OF THE ISSUER

THIS OFFER LETTER HAS BEEN PREPARED BY THE ISSUER SOLELY TO PROVIDE GENERAL INFORMATION ABOUT THE ISSUER AND SETTING OUT THE KEY TERMS UPON WHICH THE DEBENTURES ARE BEING ISSUED, TO ELIGIBLE IIVVESTORS TO WHOM IT IS ADDRESSED AND WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES. THIS OFFER LETTER DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY ELIGIBLE INVESTOR MAY REQUIRE. FURTHER, THIS OFFER LETTER HAS BEEN PREPARED FOR INFORMATION PURPOSES RELATING TO THIS TRANSACTION ONLY AND UPON THE EXPRESS UNDERSTANDING THAT IT WILL BE USED ONLY FOR THE PURPOSES SET FORTH HEREIN.

THE ISSUER CONFIRMS THAT, AS OF THE DATE HEREOF, THIS OFFER LETTER (INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE,IF ANY) CONTAINS ALL INFORMATION THAT IS MATERIAL IN THE CONTEXT OF THE ISSUE AND REGULATORY REQUIREMENTS IN RELATION TO THE ISSUE, IS ACCURATE IN ALL MATERIAL RESPECTS AND NOT MISLEADING IN ANY MATERIAL RESPECT. THE ISSUER, HAVING MADE ALL REASONABLE INQUIRIES, UNDERTAKES THAT THE OPINIONS AND INTENTIONS EXPRESSED HEREIN ARE HONESTLY HELD AND THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THESE DOCUMENTS AS A WHOLE OR ANY OF SUCH INFORMATION OR THE EXPRESSION OF ANY SUCH OPINIONS OF TNTENTIONS MISLEADING IN ANY MATERIAL RESPECT. THE ISSUER CONFIRMS THAT ALL INFORMATION CONSIDERED ADEQUATE AND RELEVANT TO THE ISSUE HAS BEEN MADE AVAILABLE IN THIS OFFER LETTER FOR THE USE AND PERUSAL OF THE POTENTIAL INVESTORS AND NO SELECTIVE OR ADDITIONAL INFORMATION WOULD BE MADE AVAILABLE TO AI{Y SECTION OF INVESTORS IN ANY MANNER WHATSOEVER.

THE ISSUER DOES NOT LTNDERTAKE TO UPDATE THE OFFER LETTER TO REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THE OFFER LETTER AND THUS IT SHOULD NOT BE RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS WITHOUT FIRST CONFIRMING ITS ACCURACY WITH THE ISSUER.

NEITHER THE DELIVERY OF THIS OFFER LETTER NOR A}ry ISSTIE OF DEBENTTIRES MADE ll

CERTIFIED TN,UE COPY Private Placement Olfer Letter Private and Confidential FOR PRIVATE CIRCUDITION ONLY Serial Number Name of Investor:

HERELINDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION OR CREATE A}.IY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE HEREOF.

DISCLAIMER OF THE ARRANGER

THE ISSUER HAS MANDATED AND AUTHORZED STANDARD CHARTERED BANK TO ACT AS AN ARRANGER FOR THE DEBENTURES AND TO DISTRIBUTE EITHER ITSELF AND/OR THROUGH ITS AFFILIATES THIS OFFER LETTER TO IDENTIFIED POTENTIAL I}N/ESTORS. "STANDARD CHARTERED BANK" MEANS STANDARD CHARTERED BANK AND AI.IY GROUP, SI-IBSIDIARY, ASSOCIATE OR AFFILIATE OF STANDARD CHARTERED BANK AND THEIR RESPECTIVE DIRECTORS, REPRESENTATIVES OR EMPLOYEES AND/OR ANY PERSONS CONNECTED WITH THEM.

NOTHING IN THIS OFFER LETTER CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE I.INITED STATES OR ANY OTHER JURISDICTION WHERE SUCH OFFER OR PLACEMENT WOULD BE IN VIOLATION OF ANY LAW, RULE OR REGULATION.

THE ISSUER HAS PREPARED THIS OFFER LETTER AND THE ISSUER IS SOLELY RESPONSIBLE FOR ITS CONTENTS. THE ISSUER WILL COMPLY WITH ALL LAWS, RULES AND REGULATIONS AND HAS OBTAINED ALL REGULATORY, GOVERNMENTAL AND CORPORATE APPROVALS FOR THE ISSUANCE OF THE DEBENTURES. ALL THE INFORMATION CONTAINED IN THIS OFFER LETTER HAS BEEN PROVIDED BY THE ISSUER OR IS FROM PUBLICLY AVAILABLE INFORMATION, AND SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE ARRANGER. NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, IS OR WILL BE MADE, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED, BY THE ARRANGER OR ITS AFFILIATES FOR THE ACCURACY, COMPLETENESS, RELIABILITY OR CORRECTNESS OF THIS OFFER LETTER OR ANY OF THE INFORMATION OR OPINIONS CONTAINED THEREIN, AND THE ARRANGER HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RESPONSIBILITY FOR THE CONTENTS OF THIS OFFER LETTER AND ANY LIABILITY, WHETHER ARISING IN TORT OR CONTRACT OR OTHERWISE, RELATING TO OR RESULTING FROM THIS OFFER LETTER OR ANY INFORMATION OR ERRORS CONTAINED THEREIN OR ANY OMISSIONS THEREFROM. BY ACCEPTING THIS OFFER LETTER, YOU AGREE THAT THE ARRANGER WILL NOT HAVE ANY SUCH LIABILITY.

THE ONLY ROLE OF THE ARRANGER WITH RESPECT TO THE DEBENTURES IS CONFINED TO ARRANGING PLACEMENT OF THE DEBENTURES ON THE BASIS OF THIS OFFER LETTER AS PREPARED BY THE ISSUER. WITHOUT LIMITING THE FOREGOING, THE ARRANGER AND ITS AFFILIATES ARE NOT ACTING, AND HAVE NOT BEEN ENGAGED TO ACT, AS AN UNDERWRITE& MERCHANT BANKER OR ANY OTHER INTERMEDIARY WITH RESPECT TO THE DEBENTURES. THE ISSUER IS SOLELY RESPONSIBLE FOR THE TRUTH, ACCURACY AND COMPLETENESS OF ALL THE INFORMATION PROVIDED IN THIS OFFER LETTER. THE ARRANGER AND/OR ANY OF ITS AI'FILIATES ARE NOT RESPONSIBLE FOR PREPARING, CLEARING, APPROVING, SCRUTINISING OR VETTING THIS OFFER LETTER; OR FOR DOING ANY DUE-DILIGENCE FOR VERIFICATION OF THE TRUTH, CORRECTNESS OR COMPLETENESS OF THE CONTENTS OF THIS OFFER LETTER. EACH RECIPIENT MUST SATISFY ITSELF AS TO TTIE ACCURACY, RELIABILITY, ADEQUACY, REASONABLENESS OR COMPLETENESS OF THE OFFER LETTER.

YOU SHOULD CAREFULLY READ AND RETAIN THIS OFFER LETTER. HOWEVER, YOU ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFER LETTER AS INVESTMENT, LEGAL, ACCOTINTING, REGULATORY OR TAX ADVICE, AND YOU SHOULD CONSULT WITH YOUR OWN ADVISORS AS TO ALL LEGAL, ACCOUNTING, REGULATORY, TAX, FINANCIAL AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE DEBENTURES. THE ARRANGER AND/OR ANY OF ITS AFFILIATES HAVE NOT CONDUCTED ANY DUE DILIGENCE REVIEW ON BEHALF OR FOR THE BENEFIT OF THE DEBENTURE TRUSTEE OR ANY OF THE DEBENTURE HOLDERS. EACH OF THE DEBENTURE HOLDERS SHOULD CONDUCT SUCH DUE DILIGENCE ON THE ISSUER AND ANY OTHER ASPECTS OF THE ISSUE AS IT DEEMS APPROPRIATE AND MAKE ITS OWN l2 'ffi CERTIFIED TRUE COPY Private Placement Olfer Letter P riva t e and Co nJidenti a I FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:

INDEPENDENT ASSESSMENT THEREOF.

THE ARRANGER AND/OR ITS AFFILIATES ARE NOT RESPONSIBLE FOR UPDATING THE INFORMATION PROVIDED HEREIN. THE DISTRIBUTION OF THIS OFFER LETTER DOES NOT CONSTITUTE A REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED BY THE ARRANGER AND/OR ITS AFFILIATES THAT THE INFORMATION AND OPINIONS HEREIN WILL BE UPDATED AT ANY TIME AFTER THE DATE OF THIS OFFER LETTER. THE ARRANGER AND/OR ITS AFFILIATES ARE NOT RESPONSIBLE FOR NOTIFYING ANY RECIPIENT OF AI.I^Y INFORMATION THAT COMES TO THEIR ATTENTION IN RELATION TO THE ISSUE OR AI.[Y INFORMATION COMING TO THEIR ATTENTION AFTER THE DATE OF THIS OFFER LETTER. NO RESPONSIBILITY OR LIABILITY OR DUTY OF CARE IS OR WILL BE ACCEPTED BY THE ARRANGER AND/OR ITS AFFILIATES FOR UPDATING OR SUPPLEMENTING THIS OFFER LETTER OR FOR PROVIDING ACCESS TO ANY ADDITIONAL INFORMATION AS FURTHER INFORMATION BECOMES AVAILABLE.

THE OFFER LETTER IS NOT AN OFFER OR INVITATION TO PARTICIPATE IN THE ISSUE OR A RECOMMENDATION BY THE ARRANGER AND/OR ANY OF ITS AFFILIATES THAT THE RECIPIENT SHOULD PARTICIPATE IN THE ISSUE. THIS OFFER LETTER IS SUPPLIED SOLELY TO ASSIST THE RECIPIENT IN DECIDING WHETHER IT WANTS TO INVEST IN THE DEBENTURES AND SHALL NOT BE USED FOR ANY OTTIER PURPOSE. THE OFFER LETTER IS NOT INTENDED AND SHOULD NOT BE USED TO FORM THE BASIS OF ANY CREDIT, TAXATION, LEGAL OR OTHER EVALUATION. THE RECIPIENT SHOULD CONSULT ITS OWN LEGAL, TAX, ACCOUNTING AND ANY OTHER PROFESSIONAL ADVISERS WITH RESPECT TO THE ISSUE.

THE ARRANGER AND ITS AFFILIATES ARE ACTING FOR THE ISSUER IN RELATION TO THE ISSUE OF THE DEBENTURES AND NOT ON BEHALF OF THE RECIPIENTS OF THIS OFFER LETTER. THE RECEIPT OF THIS OFFER LETTER BY ANY RECIPIENT IS NOT TO BE CONSTITUTED AS THE GIVING OF INVESTMENT ADVICE BY THE ARRANGER AND/OR ITS AFFILIATES TO THAT RECIPIENT, OR TO CONSTITUTE SUCH A RECIPIENT A CUSTOMER OF THE ARRANGER AND/OR ITS AFFILIATES. THE ARRANGER AND/OR ITS AFFILIATES ARE NOT RESPONSIBLE TO AI.ry OTHER PERSON FOR PROVIDING THE PROTECTION AFFORDED TO THE CUSTOMERS OF THE ARRANGER AND/OR ITS AFFILIATES OR FOR PROVIDING ADVICE IN RELATION TO THE DEBENTURES. THE ARRANGER AND/OR ANY OF ITS AFFILIATES ASSLIME NO RESPONSIBILITY OR LIABILITY (WHETHER FOR NEGLIGENCE OR OTHERWISE) FOR ENSUzuNG, AND MAKE NO REPRESENTATION, WARRANTY OR UNDERTAKING (EXPRESS OR IMPLIED) AS TO THE ACCURACY, RELIABILITY, ADEQUACY, REASONABLENESS OR COMPLETENESS OF THE CONTENTS OF THE OFFER LETTER.

EACH RECIPIENT OF THIS OFFER LETTER ACKNOWLEDGES THAT:

(a) IT WAS 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 HEREIN; AND

(b) IT HAS NOT RELIED ON THE ARRANGER AND/OR ITS AFFILIATES THAT MAY BE ASSOCIATED WITH THE DEBENTURES IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF SUCH INFORMATION OR ITS II.IVESTMENT DECISION.

DISCLAIMER OF THE STOCK EXCHANGE

AS REQUIRED, A COPY OF THIS OFFER LETTER HAS BEEN FILED WITH THE BSE PURSUANT TO THE SEBI DEBT REGULATIONS. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS OFFER LETTER TO THE BSE SHOULD NOT IN A].ry WAY BE DEEMED OR CONSTRUED TO MEAN THAT THIS OFFER LETTER HAS BEEN REVIEWED, CLEARED OR APPROVED BY THE BSE; NOR DOES THAT THE BSE IN AI.ry MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF AI\ry OF THE CONTENTS OF THIS OFFER LETTER, OR THAT THE ISSUER'S DEBENTURES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE BSE. THE BSE DOES NOT TAKE AI\ry RESPONSIBILITY FOR THE SOUNDNESS OF THE FINANCI l3

CERTIFIED TRUE COPY Private Placement OlIer Letter P riva t e and Co nfiden ti al FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor:

AND OTHER CONDITIONS OF THE ISSUER, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THE ISSUER. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY DEBENTURES OF THIS ISSUER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE BSE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR ANIY OTHER REASON WHATSOEVER.

DISCLAIMER OF THE SECURJTIES AND EXCHANGE BOARD OF INDIA

THIS OFFER LETTER HAS NOT BEEN FILED WITH OR SUBMITTED TO SEBI. THE DEBENTURES HAVE NOT BEEN RECOMMENDED OR APPROVED BY SEBI NOR DOES SEBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THIS OFFER LETTER SHOULD NOT IN A}ry WAY BE DEEMED OR CONSTRUED TO HAVE BEEN APPROVED OR VETTED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOLINDNESS OF ANY PROPOSAL FOR WHICH THE DEBENTURES ISSUED HEREOF IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS OFFER LETTER. THE ISSUE OF DEBENTURES BEING MADE ON A PRIVATE PLACEMENT BASIS, FILING OF THIS DOCUMENT WITH SEBI IS NOT REQUIRED. HOWEVER SEBI RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE ISSUER, AI.[Y IRREGULARITIES OR LAPSES IN THIS OFFER LETTER.

DISCLAIMER OF THE CREDIT RATING AGENCY

AS AT THE DATE OF THIS OFFER LETTER, THE CREDIT RATING AGENCY HAS ASSIGNED'BWR A+(SO)' RATING TO DEBENTURES. THE RATING ASSIGNED BY THE CREDIT RATING AGENCY IS AN OPINION ON CREDIT QUALITY AND IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD THE RATED DEBT INSTRUMENTS. INVESTORS SHOULD TAKE THEIR OWN DECISIONS. THE CREDIT RATING AGENCY HAS BASED ITS RATING ON INFORMATION OBTAINED FROM SOURCES BELIEVED BY THEM TO BE ACCURATE AND RELIABLE. THE CREDIT 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.

THE RATING MAY BE SUBJECT To REVISION OR WITHDRAWAL AT AI.TY TIME BY THE CREDIT RATING AGENCY AND SHOULD BE EVALUATED INDEPENDENTLY OF ANY OTHER RATING. THE RATING AGENCY HAS THE RIGHT TO SUSPEND OR WITHDRAW THE RATING AT AI\TY TIME BASIS OF FACTORS SUCH AS NEW INFORMATION OR UNAVAILABILITY OF INFORMATION OR ANY OTHER CIRCUMSTANCES.

DISCLAIMER OF TIIE DEBENTT]RE TRUSTEE D THE DEBENTURE TRUSTEE DOES NOT UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE ISSUER DURING THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY THIS OFFER LETTER AND DOES NOT HAVE ANY RESPONSIBILITY TO ADVISE ANY INVESTOR OR PROSPECTIVE INVESTOR IN THE DEBENTLIRES OF AI\ry INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF THE DEBENTURE TRUSTEE, ITS AGENTS OR ADVISORS EXCEPT AS SPECIFICALLY PROVIDED FOR IN THE DEBENTURE TRUST DEED.

II) THE DEBENTURE TRUSTEE HAS NOT SEPARATELY VERIFIED THE INFORMATION CONTAINED IN THIS OFFER LETTER. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND RESPONSIBILITY IS ACCEPTED BY DEBENTURE TRUSTEE AS TO THE ANY OTHER INFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY' TRUSTEE ASSOCIATED WITH THE ISSUE SHALL HAVE NO LIABILITY IN RELA THE INFORMATION CONTAINED IN THIS OFFER LETTER OR ANY OTHER INFORMA tl'-'- PROVIDED BY THE ISSUER IN CONNECTION WITH THE ISSUE. t4

CERTTFTED TtuE coPr Private Placement Offer Letter Private and Confidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:

ID THE DEBENTURE TRUSTEE IS NEITHER A PRINCIPAL DEBTOR NOR A GUARANTOR OF TTIE DEBENTURES.

CAUTIONARYNOTE

THE INVESTORS ACKNOWLEDGE BY THE RECEIPT OF THIS OFFER LETTER THAT THEY, (I) ARE KNOWLEDGEABLE AND EXPERIENCED IN FINANCIAL AND BUSINESS MATTERS, TIAVE EXPERTISE IN ASSESSING CREDIT, MARKET AND ALL OTHER RELEVANT RISK AND ARE CAPABLE OF EVALUATING, AND HAVE EVALUATED, INDEPENDENTLY THE MERITS, RISKS AND SUITABILITY OF PURCHASING THE DEBENTURES, (II) UNDERSTAND THAT THE ISSUER HAS NOT PROVIDED, AND WILL NOT PROVIDE, ANY MATERIAL OR OTHER INFORMATION REGARDING THE DEBENTURES, EXCEPT AS INCLUDED IN THE OFFER LETTER, (III) IIAVE NOT REQUESTED THE ISSUER TO PROVIDE IT WITH ANY SUCH MATERIAL OR OTHER INFORMATION, (IV) HAVE NOT RELIED ON ANY INVESTIGATION THAT ANY PERSON ACTING ON THEIR BEHALF MAY HAVE CONDUCTED WITH RESPECT TO THE DEBENTURES, (\r) }IAVE MADE THEIR OWN INVESTMENT DECISION REGARDING THE DEBENTURES, (VI) HAVE HAD ACCESS TO SUCH INFORMATION AS DEEMED NECESSARY OR APPROPRIATE IN CONNECTION WITH PURCHASE OF THE DEBENTURES, AND (VII) UNDERSTAND THAT, BY PTIRCHASE OR HOLDING OF THE DEBENTURES, THEY ARE ASSUMING AND ARE CAPABLE OF BEARING THE RISK OF LOSS THAT MAY OCCUR WITH RESPECT TO THE DEBENTURES, INCLUDING THE POSSIBILITY THAT THEY MAY LOSE ALL OR A SUBSTANTIAL PORTION OF THEIR INVESTMENT IN THE DEBENTURES AND THEY WILL NOT LOOK TO THE ARRANGER AND/OR AI\ry OF ITS AFFILIATES FOR ALL OR PART OF A}.IY SUCH LOSS OR LOSSES THAT THEY MAY SUFFER.

NEITHER THIS OFFER LETTER NOR A}.TY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE ISSUE OF DEBENTURES IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION AND ANY RECIPIENT OF THIS OFFER LETTER SHOULD NOT CONSIDER SUCH RECEIPT AS A RECOMMENDATION TO PURCHASE ANY DEBENTURES. EACH INVESTOR CONTEMPLATING PURCHASING ANY DEBENTURES SHOULD MAKE ITS OWN INDEPENDENT II\WESTIGATION 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 N.N/ESTMENT CONSIDERATIONS ARISING FROM AN I].N/ESTMENT IN THE DEBENTURES AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYZE SUCH INVESTMENT AND THE SUITABILITY OF SUCH I}.I\{ESTMENT TO SUCH II\N/ESTOR'S PARTICULAR CIRCUMSTANCES. PROSPECTIVE I}.I\/ESTORS ARE REQUIRED TO MAKE THEIR OWN INDEPENDENT EVALUATION AND ruDGMENT BEFORE MAKING THE I}{VESTMENT AND ARE BELIEVED TO BE EXPERIENCED IN I].TVESTING IN DEBT MARKETS AND ARE ABLE TO BEAR THE ECONOMIC RISK OF INVESTING IN SUCH INSTRUMENTS.

THIS OFFER LETTER IS MADE AVAILABLE TO POTENTIAL INVESTORS ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL. RECIPIENTS SHALL NOT BE ENTITLED TO USE ANY OF THE INFORMATION OTHERWISE THAN FOR THE PURPOSE OF DECIDING WTIETHER OR NOT TO INVEST IN THE DEBENTURES. THE PERSON WHO IS IN RECEIPT OF THIS OFFER LETTER SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING THE CONTENTS HEREOF WITHOUT THE CONSENT OF THE ISSUER. THE RECIPIENT AGREES TO KEEP CONFIDENTIAL ALL INFORMATION PROVIDED (OR MADE AVAILABLE HEREAFTER), INCLUDTNG, 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 ARRANGER OR OTHER PARTIES IN CONNECTION WITH THE ISSUE. THIS OFFER LETTER MAY NOT BE PHOTOCOPIED, REPRODUCED, OR DISTRIBUTED TO OTHERS AT ANY TIME WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER. UPON REQUEST, THE RECIPIENTS WILL PROMPTLY RETURN ALL MATERIAL RECEIVED FROM THE ISSUER OR THE ARRANGER AND/OR A}.TY OF ITS AFFILIATES (INCLUDING TTIIS OFFER LETTER) WITHOUT RETAINING A}.IY COPIES HEREOF. IF AI\ry RECIPIENT OF THIS OFFER LETTER DECIDES NOT To PARTICIPATE IN THE ISSUE, THAT RECIPIENT MUST PROMPTLY RETURN THIS OFFER LETTER AND ALL REPRODUCTIONS WHETHER IN WHOLE OR IN PART AND A}.TY OTHER l5

CERT{FrED TRUE CoPy Private Placement O/Ier Letter Private and ConJidential FOR PNYATE CIRCULATION ONLY Serial Number Name of Inveslor:

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.

NO PERSON, INCLUDING ANY EMPLOYEE OF THE ISSUER, HAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFER LETTER. ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEING AUTHORISED BY OR ON BEHALF OF THE ISSUER. NEITHER THE DELIVERY OF THIS OFFER LETTER AT ANY TIME NOR ANY STATEMENT MADE IN CONNECTION WITH THE OFFERTNG OF THE DEBENTURES SHALL UNDER THE CIRCUMSTANCES IMPLY THAT ANY INFORMATION/ REPRESENTATION CONTAINED HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE OF THIS OFFER LETTER.

l6 CERTIFIED TRUE COPY Pivate Placement Olfer Letter P r ivat e and Co nJidenti a I FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor:

Table indicating references of disclosure requirements under Form PAS-4

Sr. Particulars Page No. No.

l. GENERAL INFORMATION

a. Name, address, website and other contact details of the company 2t indicating both registered offrce and corporate offrce;

b. Date of incorporation of the company; 2t

c. Business carried on by the company and its subsidiaries with the details of 2l branches or units, ifany;

d. Brief particulars of the management of the company; 23

e. Names, addresses, DIN and occupations ofthe directors; 23 -27

f. Management's perception of risk factors; 27 -32

c. Details of default, if any, including therein the amount involved, duration 32 ofdefault and present status, in repayment of-

(i) statutory dues;

(ii) debentures and interest thereon;

(iiD deposits and interest thereon;

(iv) loan from any bank or financial institution and interest thereon.

h. Names, designation, address and phone number, email ID of the nodaU 33 compliance officer of the company, if any, for the private placement offer process;

2. PARTICULARS OF THE OFFER

a. Date of passing of board resolution; 36

b. Date of passing of resolution in the general meeting, authorizing the offer 36 of secwities;

c. Kinds of securities offered (i.e. whether share or debenture) and class of 36 security;

d. Price at which the security is being offered including the premium, if any, 39 alongwith justification of the price;

e. Name and address of the valuer who performed valuation of the security 44 offered;

f. Amount which the company intends to raise by way of securities; 36

CERTIFTED TRUE CoPy i

Private Placement Oller Letter P rivate and Co nJident i al FOR PNVATE CIRCUI-ATION ONLY Serial Number Name of Investor:

Sr. Particulars Page No. No.

o 37 b. Terms of raising of securities: Duration, if applicable, Rate of dividend or , 38,39 rate of interest, mode of payment and repayment;

h. Proposed time schedule for which the offer letter is valid; 39

i Purposes and objects ofthe offer; 36

j Contribution being made by the promoters or directors either as part of the 44 offer or separately in furtherance ofsuch objects;

k. Principle terms ofassets charged as security, ifapplicable; M

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.

a. Any financial or other material interest of the directors, promoters or key 45 managerial personnel in the offer and the effect of such interest in so far as it is different from the interests ofother persons.

b. details of any litigation or legal action pending or taken by any Ministry or 45 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 circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

c. Remuneration ofdirectors (during the current year and last three financial 45 years);

d. Related party transactions entered during the last three financial years 45 -46 immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided

e. Summary of reservations or qualifications or adverse remarks of auditors 46 in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position ofthe company and the corrective steps taken and proposed to be taken by the company for each ofthe said reservations or qualifications or adverse remark

f. Details of any inquiry, inspections or investigations initiated or conducted 46 under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries

the 46 6. Details of acts of material frauds committed against the company in last three years, if any, and if so, the action taken by the company. rt 4. FINANCIAL POSITION OF THE COMPANY ,u a. The capital structure of the company in the following manner in a tabular 47 '

18 CER.TIFIED TRUE COPY ' Private Placement Offer Letter Private and Confdential FOR PNVATE CIRCULATION ONLY Serial Number Name of Inve,stor:

Sr. Particulars Page No. No.

form-

(i)(a) the authorised, issued, subscribed and paid up capital (number of 47 securities, description and aggregate nominal value);

(b) size ofthe present offer; 47

(A) after the offer; 47

(B) after conversion of convertible instruments (if applicable) 47

(d) share premium account (before and after the offer) 47

(ii) the details ofthe existing share capital ofthe issuer company in a tabular 47 -49 form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form ofconsideration

Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details ofthe consideration in each case;

b. Profits of the company, before and after making provision for tax, for the 50 three financial years immediately preceding the date of circulation of offer letter;

c. Dividends declared by the company in respect ofthe said three financial 5l years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)

d. A summary of the financial position of the company as in the three 5t-52 audited balance sheets immediately preceding the date of circulation of offer letter;

e. Audited Cash Flow Statement for the tkee years immediately preceding 52-53 the date ofcirculation ofoffer leffer;

f. Any change in accounting policies during the last three years and their 53 effect on the profits and the reserves ofthe company.

5. A DECLARATION BY THE DIRECTORS THAT- Annexure 5,page73

(a) the company has complied with the provisions of the Companies Act and the rules made thereunder;

O) the compliance with the Companies 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; and

"{,) w

CERNFIED TRUE COPY ;

Private Placement OlIel Letter P r iv ate and Co nJide n tia I FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:

Sr. Particulars Page No. No.

purposes and objects indicated in the Offer letter.

20 CERTIFIED TRUE COPT '; Private Placement Ofer Letter P r iva te and Co nliden tia I FOR PNYATE CIRCUI,ATION ONLY Serial Number Name of Investor:

GENERAL INFORMATION

Registered olfice of the Issuer

Indian Express Newspapers (Mumbai) Limited Express Towers, Nariman Point, Mumbai - 400021 Website: www.expresstowers.in

TeL + 9l-2243414100 Fax: + 9l-22-434141 l0

Corporate office of the Issuer

Indian Express Newspapers (Mumbai) Limited Parking level, Hilton side, Express Towers, Nariman Point, Mumbai - 400021 Website: www.expresstowers.in

Tel: + 9l-2243414100 Fax: + 9l-22434141l0

Business cerried on by the Issuer and its subsidiaries with details of the branches or units, if any

The Issuer is primarily engaged in the business of renting of immovable properties.

The Issuer has no subsidiaries, branches or units.

INDIAN EXPRESS NEWSPAPERS (MUMBAI) LIMITED, was initially incorporated as a private limited company under the Companies Act, 1956 on February 25, 1959 as Indian Express Newspapers (Bombay) Private Limited. Currently, the Issuer is operating as a public limited company under the name Indian Express N,ewspapers (Mumbai) Limited pursuant to issuance of fresh certificate of incorporation consequent on change of name by the Deputy Registrar of Companies, Maharashha on March 31,2b05, and having its registerid office at Express Towers, Nariman Point, Mumbai - 400021 with the Corporate Identification NumUei lCfNy u 22 t2DMHt 9s 9PLC0 I I 3 02.

The notes to the certificate of incorporation dated February 25, lg5g state that Indian Express Newspapers (Bombay) Private Limited was converted into a public limited company by a special resolution passed on February 8, 1961. Thereafter, pursuant to special resolutions passed by the lisuer-at its extraordinary general meetings on October 21, 1967 and December 29, 1967, the Issuer was reconverted into a privatl fimited company. A certificate of change of name was issued by the RoC, Maharashtra, Bombay on January 5, 1968 changing the name of the Issuer from Indian Express Newspapers (Bombay) Limited to Indian Express Newspapers (Bombay) Private Limited. A second certificate of incorporation was issued to the Issuer on May 22, 1975 by the Assistant RoC, Mumbai, Maharashtra with the word 'private' deleted as "lvl/s Indian Express Newspaper (Bombay) Priyate Limited". Thereafter, a fresh certificate of incorporation consequent of change of name was issued to the Issuer by Assistant RoC, Bombay, Maharashtra on November 21, lg78 for chan[e of name of the Issuer to "M/s Indian Express Newspapers (Bombay) Private Limited" upon approval of the Cental Govemment for reconversion of the Issuer into a private limited company vide letter no. tbl+ra1+yr V78 dated November 18, 1978 issued by the Regional Director, Company Law Board, Western Region, Bombay. On July I' l99l the name of the Issuer was again changed to Ir,Us Indian Express Newspapers (Bombay) Limit;d.

Subsequently, the Issuer was issued another fresh certificate ofincorporation consequent on change ofname by the Deputy RoC, Maharashtra on March 31, 2005 for change of name from Indian Expresi N"*rpupr6 (Bombay) Limited to Indian Express Newspaper (Mumbai) Limited.

The main objects of the memorandum of association of the Issuer are:

"1. To acquire, own, hold, use, develop, renovate, reposition and manage the land and buildings and any other kind of assets or property including to carry out any kind of repair, maintenance, renovation, modification or any kind of alteration of the property of the Company in any manner whatsoever, tlirectly or-through asset managers and/or advisors and to let out, give, licence or alienate any or all the rights in the same whole or in part to any person, form, corporate or association of person of whatsoever kid on rent, leasg

CERTIFIED TRUE COPY Private Placement Olfer Letter Priva t e and Co nfidenti a I FOR PNI/ATE CIRCULATION ONLY Serial Number Name of Investor:

leave and licence or any other basis as ofrce space or otherwise'

25. Generally to purchase, take on lease or in exchange, hire or otherwise acquire any movable and immovable propery: oni ory rights or privileges which the Company may think necessary or convenient for the purposes of i* business.

jl. To borrow or raise or secure the payment of money in such manner and on such terms as to security or otherwise, as the Company shall rtink and in particular by the issue of debentures, or debentures stock, charged upon all or any of the Company's property ftoth present and future), perpetual-including or orherwisi, its uncalled capital and to purchase, redeem or pay offany such securities.

j7. To demerge, sell, lease or olherwise d*pose of, transfer or alienate in any manner any division' the undertaking, the business, goodwill, property, contracts, agreements, rights, privileges, fficts, assets and/or liabilities i7 th" Co*pony in whole or in part, or to enter into any compromise or alrangement for such demerger, iale or disposal, with the creditors and/or members of the Company or with any other company (incluiing any banking company, financial institution, nationalized bank, housing /inance company, non- bankinglnaicial company), corporation, partnershipfinn, person or persons carrying on, or having ceased to cafi" on, any busiiess which the Company is authorized to carry on, or Possessing property suitable for at the purposes oithe Company and upon such terms and subiect to such stipulations and conditions and or otherwise. foriuch pice or consideration (dany) in money, shares, moneys worth or to account or 41. To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn otherwise ieal with all or any part of the property and righ* of the Company"

Corporate Structure ofthe Issuer shares, with an The Issuer was incorporated under the Companies Act, 1956 as a private company, limited by into initial authorised share capital of INR 7,60,00,000 (Rupees Seven Crore and Sixty Lakh only) divided each, aggregating 5,10,000 (five lakh and ten thousand) equity shares ofINR 100 (Rupees One Hundred only) (two lakh fifty thousand) preference to nqn S,iO,OO,OOO (Rupees Five Crore and Ten Lakh only) and 2,50,000 (Rupees Two Crore and shares of INR 100 (Rupees One Hundred only) each, aggregating to INR 2,50,00,000 Fifty Lakh only).

Details of Promoter Holding in the Issuer as on date

7o of Shares Sr. Name of the Total No. of No. of Total shareholding as No. of pledged with No. shareholders Equity shares in 7o of total no of equitY Shares Shares demat shares Pledged respect to shares form nwned 97.322 4,12,t29 100 1 Pune Infoport 4,12,129 Private Limited

majority of the pune Infoport private Limited is promoted by Atul Chordia who directly and indirectly holds the equity share capital of Pune Infoport Private Limited'

Key operational and financial parameters for the last three audited years In Rs.

22 CERTIFIED TRUECOPY = ' PiuotePlacementOfferlefier P rivate an d Co nJide nt i al FOR PRII/ATE CIRCULANON ONLY Serial Number Name of Investor: 'a Parameters FY 2013-14 FY 2012-13 F"r 20rr-10 Other Non Current Assets 2,54,83,777.00 4,73,96,239.00 9,01,02,314.00 Cash and Cash Equivalents 19.76,97,957.00 37.25.357.00 3.83.04.700.00 Cunent Investments 6,21,40,19t.00 17.47.09.860.00 Other Current Assets 7.67.26.9',t2.00 6,04,25,244.00 9,91 ,61 ,852.00 Current Liabilities (other than short 15,90,17,019.00 22,77,31,978.00 24,43,74,880.00 term borrowings and current maturity of lone term borrowines) Other Non Current Liabilities 72,47,3t,635.00 69.39.38.585.00 54.92.64.973.00 Net Sales 93.56.63.461.00 92,7t,02,281.00 86,02,09,392.00 EBITDA 76,t4,23,392.00 68,96.65.444.00 61.59.51.097.00 EBIT 74.39.63.601.00 67.24.06.803.00 60,56,93,458.00

lnterest 9.71 .28.867.00 1 1 ,90,0 1 ,1 59.00 13.20.60.s03.00 PBT 64,68,34,134.00 55.34.05.644.00 47.36.32.955.00 PAT 43.96.13.681.00 37,50,88,131.00 35,65,27,313.00 Dividend amounts 9,90,87,277 .00 28.56.99.63 1.00 5.84.84.870.00 Current ratio 0.59 0.26 0.74 lnterest coverage ratio 5.53 4.15 3.70 Gross debt/equity ratio 0.68 0.89 0.81 Debt Service Coverase Ratios 1.49 1.60 1.60

The debt equity ratio prior to and after issue of the debt security

Before the issue of debt securities 0.68 After the issue of debt securities 0.82

Project cost and means offinancing, in case olfunding ofnew projects

Not applicable

Management of the Issuer

As per the Articles of Association, the Issuer is required to have not more than 5 (five) Directors.

The senior management of the Issuer comprises of Dillon Pereira, Vice President Finance of the Issuer.

Details of the Directors of the Issuer

Details of the current Directors of lhe Issuer*

Sr. No. Name and Occupation Age Address Director of the Other Directorships Designation ol Issuer since Directors @r.D

Vaidehi t. Service 5l Flat 8E Giriraj, 15, March 30, 2001 l. The Economy and Thakar years Altamount Road, Policy Research Mumbai - 400026 Foundation Designation: 2. Indian Express Director Digital Media Private Limited DIN: 3. Bharatkatha Offset 0001 5587 Private Limited 4. The Indian Express Print Media Limited 5. Indian Express Business Publications --+.

.CERTIHED TRUE COPY Private Placement Ojfer Letter P rivate a nd Co nfi de n ti al FOR PRIYATE CIRCUI-ATION ONLY Serial Number Name of Investor:

Name and Designation of Directors (Dn9

Private Limited 6. lndian Express Property Private Limited 7. The Indian Express Online Media Private Limited 8. Jansatta Publications Private Limited 9. Indian Express Television Private Limited 10. Goenka Ventures (I) Limited (Formerly Indian Express Holdings Private Limited) 11. I. E. Media Private Limited 12. Indian Express Commercial Ventures and Projects Limited (Formerly Indian Express Audio- Visual Private Limited) 13. The Financial Express Print Media Private Limited 14. Shri Durga Holdings Private Limited 15. Lokasatta Private Limited 16. Indian Express Holdings and Enterprises Limited 17. Screen Academy for Excellence in Motion Pictures, Arts and Technology 18. The Ir Express Limited 19. Ramnath Memorial Foundation 20. NEWSchool Ventures Limited

24 CETITIFIED TRUE COPY a Private Placement O/fer Letter P riv at e an d Co nJiden ti al FOR PNVATE CIRCUI-ATION ONLY Serial Number Name of Investor:

21. Global Fairs and Media Private Limited 22. Screen India Limited

Vikas r-2-288131 SBH May 8,2014 Khadloya Colony, Domalguda, Hyderabad - 500029 Designation: Additional director

DIN:2042443

Kimmo Service l7B Trevose Crescent, May 8, 2014 l. DRS Warehousing Benjam Singapore 298095 (North) Private Tammela Limited 2. Quadron Business Designation: Park Limited Additional 3. DLF Southem director Homes Private Limited DIN: 2661587 4. DLF Southem Towns Private Limited 5. DLF Homes Rajapura Private Limited 6. DLF Garden City Indore Private Limited Sagar Chordia Business 4t Flat No. 1002, Silver May 8,2014 Adarsh years Woods, Pingale Wasti, Contractors Designation: Mundhwa Road, Private Limited Additional Hadapsar, Pune Aquaris Properties director 41 1036 Private Limited AS Realty and DIN: Infrastructure 00054123 Private Limited Chamber Properties Private Limited Chalez Properties Private Limited EON Hadapsar Infrastrucfure Private Limited EON Kharadi Infrastrucfure Private Limited EON-Hinjewadi Infrastructure Private Limited Eon Aviation

CEATIflED TN UE uJPY Private Placemenl Olfer Letter P rivate a nd Co nlidenti a I FOR PNI.ATE CIRCUI.ATION ONLY Serial Number Name of Investor:

Private Limited 10. Fine & Fit Gymnasium Private Limited ll. India Land Infrastructure Development Private Limited 12. Lifestyle Interiors Private Limited 13. Multistory Properties Private Limited 14. Panchshil Real Estate Consultants Private Limited 15. Panchshil Land Lease Private Limited 16. Panchshil Overseas Private Limited 17. Panchshil Infrastructure Holdings Private Limited 18. P-One Infrastructure Private Limited. 19. Premsagar Infra Realty Private Limited 20. Panchshil Corporate Park Private Limited 21. Sportive Financial Services Private Limited 22. Vandit DeveloPers (lndia) Private Limited 23. Wagholi ProPerties Private Limited 24. Zero G APartments Private Limited N6]3?, Near Abc May 8,2014 tCC leattY ltndia S. Ltd. Farms, North Main Private Premsagar Koregaon Park, Road, Realty Pri Pune - 41 1001 Limited

TRUE COPr 26 TdRTIFIED Private Placemenl Offer Letter P rivat e and ConJid enti a I FOR PNVATE CIRCUI.ATION ONLY Serial Number Name oflnvestor:

Sr. No. Name and Occupation Age Address Director of the Other Directorshlps Designation ol Issuer since Directors @tN)

DIN: 066s201q

t Issuer to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any: Nil

Details of change in directors since last three years

Name Date of AppointmenU Director of the Remarks Resignation Issuer Since (In case of resiqnetion) Vikas Khadloya May 8, 2014 Kimmo Beniam Tammela Mav 8. 2014 Sagar Chordia May 8, 2014 Resham Atul Chordia May 8. 2014 Viveck Ramnath Goenka May 8,2014 October I, 1985 Sudarshan Vishwanath Baioria Mav 8. 2014 March 30. 2009 Vishakha Vivek Mulye May 8,2014 June 30, 2010 Om Prakash Srivastava Mav 8.2014 September 19, 201 I Utsah Kohli March l,2013 September 19,201 I Harcharan Sineh May 8.2014 June 19.2013

Risk Factors

An investmenl in Debentures involves a high degree of risk. Investors should carelully consider each of the following risk factors and all the information set forth in this Offer Letter before making an investment in our Debenlures. The risks and uncertainties described in this section are not the only risks that the Issuer currently faces. Additional risl

~~The numbeing of the risk factors has been done to facilitate ease of reading and reference and does not, in any manneL indicate a ranking ofriskfactors or the importance ofone riskfactor over another.~~

~~Risk Factors in relation to the Debentures~~

~~l. Taxation~~

Potential purchasers and sellers of the Debentures should be aware that they may be required to pay taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses.

Potential investors are who in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential investors should be aware that tax regulaiions and their application by the relevant taxation authorities change from time to. time. ac"ordingll, it is not possibleio p.rai.l the precise tax treatment which will apply at any given time.

~~2. Interest Rate Risk~~

All securities where a fixed rate of interest is offered are subject to price risk. The price of such securities will vary inversely with in prevailing interest -changes .u,"r,'ir. when interest rates rise, prices of fixed income securities fall and when interest iates drop, the prices increase. The extent of

~~CERTIFIED TRUE COPY Pivate Place ent O./Ier Letter Privat e and Conrtdenti a I FOR PNI/ATE CIRCUI}TION ONLY~~

fluctuation in the prices is a fu[ction of the existing coupon, days to maturity and the increase or decreasc in the level of prevailing interest rates. Any increase in Btes of interest is likely to have a negative effect on the price ofthe Debentures. '

~~3. The Debentures may be llliquid~~

It is not possible to predict ifand to what extent a sccondary markct may develop in the Debenhues or at what price the Debentures will trade in the secondary malket or whether such market will b€ liquid or illiquid. As specified in this Offer Letter, an application has beer made to list the Dobentures on the BSE and an in-principlc approval has bcen obtained. If the Debcntures are so listed or quoted or admitted to tading on the BSE, no assurance is given by the BSE that any such listing or quotation or admission to trading will be maintained. The fact that the Debetrtures may be so listed or quoted or admifted to trading does not necessarily lead to geater liquidity than if they were not so listed or quoted or admi$cd to tlading.

The Issuer may, but is not obliged to, at any time purchase the D€bentures at any price in the open market or by tender or private agreement. Any Debentues so pwchased may be resold or surrendered for cancellation. The more limited th€ secondary market is, thc more diflicult it may bc for holders of the Debentues to realise value for the Debentures prior to redemption ofthe Debentures

~~4. Downyadhg ia ctedit ratiag~~

Thc Debentures havc been rated by the Credit Ratitrg Agency as having 'BWR A+(SO)' (Prolounced BWR Single A Plus Structured Obligation) (Outlook Stable) rating for the issuance of Debentures for an aggregate amount of INR 100,00,00,000.

The Issuer cannot guarantee that this rating witt not be down$aded. Such a downgade in the credit rating may lower the value of thc Debentures and may also affect the Issuer's ability to raise further debts.

~~The Issuet hos li ited sources ollands to fullill i* obligatioas utdet ahe Debenturcs~~

Ifthere is a shortfall in any amounts then due and payable pursuant to the terms ofthe Debentures, the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and rcdemption premium. The ability of the lssuer to meet is obtigations to pay any amounts due to the Debeltue Holdcrs under the Debeotu€s will ultimately be depindent upon funds being received from internal accruals and/or borrowings. The lssuer is thcrefore gcnerally exposed to the credit risk ofthc r€levalt countcryarties in respect ofsuch pa)rments.

The Deberr,ures fioy ,rot be a suiloblc intestment for all inres'ors the extent of Potential investors should elrsure that they understand the nature of the Debentures and tfr"i, to risk, that they have suffici€nt knowledge, experience and access to professional "*poa*" f"g"f,'tax, accounting and other advisers to nrake their own legal' tax' accounti[g and the ii.u."i"f"au1r"rs'r*f, ^ thc m".is and risks of investment in the Debentues and that they consider "rJ*,i"; "i as an investment in rhe liSht of their own crcumstances and financial ;;;ilti;;il;;;ntures risks' intelest late ff,"t" ;tt" may include' among others, equity market risk' bond market any combination ofthese and ir't",.*"f""Jim,i. r.f"itffay on'd pol-idcal and riguiatory risks and ""onorni", other risks.

1. Delals in courl Proceedings in India party, the lssuer or such other party may need to Ifanv disDute arises bet{een the lssuer and any other i"fl''."lJffi ;l;tiri p....ar"ei t"i"'" tt t' i:: yl:Tl-l:J,:^1T *":::T:i":: ;i.po"ition"o"r"'lndio or may be turther subjecr to various deraysl iffi:J;Hil:i;:;,#;;;;%d.. "o."" includirg multiple levels of appetlate adjudication' Truslec is subiect lo equitable principles and 8. Exercise of pouters by the Debentute powers of courts powers and remedies conferred on under The exercise by the Debenture Trustee of the

~~28 CERTIFIED TRUE COPY a Private Placement Oller Letter Privote o nd Co nlde ntia I FOR PNYATE CIRCULATION ONLY~~

Debentures atrd the Debentue Documents or otherwise vested in it by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary govemmental or regulatory consents, approvals, authorisatioos o! orders.

~~9. The r*ht of lhe Deb.nfi.re llolders to rccciv. payrncnts under the Debe4tures will be junior to cerrain lax and oth.r licbilities prcferred by law~~

The Issuer will be applying for a no-objection certificate from the income tax authorities under sg€tion 281 ofthe Income Tax Act, 196l in respect ofthe security to be created for the Debentures. The Issuer cannot guarantee thal this no-objection certificate witl be $anted, and ifsuch cenificate is not available prior to creatio[ ofthe security, the assets subjcct to the security may be subject to prior claims by the income tax authorities.

~~10. The ighl of thc Deb.nture Eoldets to rcceite pawcnts ander th. Dcbcntur.s will be jutior to cerrain tax and olhu liabilities prelcrrcd by law on on insolvenqt ofthe Issaer~~

The Debentures will be subordinated to certain liabilities preferred by law such as claims of the Govemment of lndia on account of taxes and certain liabilities incurred in the ordinary course ofthe lssuer's business (including workmen's dues). Upon an order for winding-up in lndia, the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expeNes.

~~I L Receipt of coupon ot pfincipal is subject to the credit rith of ,he Issuet.~~

Investors should be aware that the receipt of any coupon payment and principal amount at matu!.ity is subject lo the credit risk of the Issuer. Any stated credit rating of the lssuer reflects the independent opinion of the refcrenced rathg ageocy as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer. Any downgrading of the credit ratings of the Issuer by the ratitrg agency may lower the value of the Debentures.

~~Risks ln Relrtlotr to ltldirn M.rket, Economy aDd Politicrl Siturtiotr~~

~~12. F.ttute legol and regult ory obstructions~~

The central aud state govemments serve multiple roles in the rndian economy, including producers, consumers and regulators, which may have a significant influence on the Issuer. Future government policies and changes in laws and rcgulations in India, including applicable foreign exchang-e laws and comments, statements, policy changes or any adverse interprctation ofapplicable law by any regulator, including but not limited to the SEBI or the RBI, may advirsely affect t-he Debentgres. it unj contetrt of any new law or tegulation is not within the Issuer's control and such nerv law,"ii.ing regulition, comment, statement, policy change or adverse interpretation by any rcgulator could have an adverse ellect on the market for and the price of the Debentues.

Further, the SEBI, the BSE, the ROC or other regulatory authorities may require clarifications on this Offer L,etter, which may cause a delay in the issuance of the Debentures o, ,nuy ,"rutt ln it" Debentures being materially affected or even rej€cted.

13' Poli'ical instabiriry or changcs in thc.goeenment could dera! rurrhq riberalisation or ahe l,tdian econouy and advenely alfec, econorric conditions in India geiira y we-operate only within lndia and, accordingly, all of our rcvelues are deriyed &om the domestic marke( As a resull. we are hiohly dependent oi preualtlng in India and of operarions are significaniiy "conomiiiondrtions our results affeited by 4.,*r i"ir'r.".i"g'iie lndran econorny. economic situarion, An unceflaiD in India and-grobary, courd resurt i, srowdovm irvestrnenr ;H;;; in and consumption. e slo'wdown in rhe rat" g.*l*i"'ii" rndian economy"J"".ri"-g.ffi courd result lower demand for renring imrnovable.propertier. "i in A"y ,l;"lo;';; the ,,o*h or negarive go*h of sectors wherc we have a relatively higher e*po.*" -busin"r:. o* p.rfo^ance. Any such stowdown coutd adversety affecr our "oria-uOu"olly'irpu"t ,;;;. ;;i;iiop"rut,onr, nows "url and financiat

~~CERTIFIED TRUE COPT Private Placement Olfer Letter Private and ConJidential FOR PNVATE CIRCUI.ATION ONLY Serial Number Name of Investor:~~

Since 1991, successive central governments have pursued policies of economic liberalisation and financial sector reforms. Nevertheless, the role of the central and state governments in the Indian economy as producers, consumers and regulators has remained significant. However, there can be no assurance that the liberalisation policies announced by the Govemment in the past will continue in the future. A significant change in the Government's policies could affect business and economic conditions in India and could also adversely affect our business.

~~Risk Factors in relation to the Issuer~~

~~14. The Issuer may not be able to obtain approvals, licenses and permits in a timely manner or at all~~

To successfully operate the business, the Issuer is required to obtain statutory and regulatory approvals, licenses, registration and permits and applications need to be made at appropriate stages, including approvals and./or documents from various government entities at the Central and State Govemment level for its operations in relation to the Land and Project. There can be no assurance that the Issuer will receive such approvals in a timely manner or at all. The Issuer has made alterations, additions or changes in user in relation to the Project from time to time for which preliminary applications had been made but final completion certificates, permits or approvals have not been obtained and the Issuer may not be in compliance with the municipal and town planning regulations. This may result in adverse orders or regulatory sanctions being instituted against the Issuer. The Issuer may encounter material difficutties in fulfilling any conditions precedent to the approvals received by it or any approvals that it may require in the future. The Issuer may also not be able to adapt to new laws, regulations or policies that may come into effect from time to time with respect to the real estate industry in general or the particular processes with respect to the granting of the approvals. If the Issuer fails to obtain or renew, or experience material delays in obtaining or renewing, the requisite governmental approvals, or ifany approvals are suspended or revoked, its business could be substantially disrupted or impeded, which could have a material adverse effect on the business and financial condition ofthe Issuer.

lS. Our ability to access capital depends on our credit ratings, Any downgrade of our credit rartngs would incresse bonowing costs and constrain out sccess to capitul and lending markets and, as a result, would negatively affect our net interest margin und our business

The cost and availability of capital is, amongst other factors, also dependent on our short term and long term credit ratings. Ratings reflect a rating agency's opinion of our financial strength, operating performance, straLgic posiiion and ability to meet our obligations. The rating agencies reserve the right io suspend, withdraw or revise ratings at any time based on new information or other circumstances' Any downgfade ofour credit ratings would increase borrowing costs and constrain our access to capital anj tenOirig markets and, as a result, would adversely affect our business. In addition, downgrades of our credit iatings could increase the possibility ofadditional terms and conditions being added to any n.* o. rephcJment financing arrangements in the future. Any such adverse development could adversely off..t o* business, financial condition, cash flows and results ofoperations'

investments, strategic pantnerships alliances or 16. The Issuer may engage in acquisitions, strstegic other ventutes that may not be successful complementary businesses' technologies' services Issuer may acquire or make strategic investments in parties in order to enhance its oi enter intostrateglJpartnerships or alliances with third targets or investments or the inability to complete business."ip."a".ir, The inability t" i;;;ti6 suitable ".quititionterms may affect the Issuer's competitiveness and such transactions on .on1ln"..iuUy acceptaLle Inuy have difficulty in assimilating and prospects. lr,rr. i.r".i another-company, it $owth ""quir., u...pttut" terms. These difficulties may adversely integrating the acquired ;.p.rry ;;*.-ercially Pers\ in its expenses. ;iffii ilJ*rer,s ongoing uusiness and may lead to an increase 4t {^14) 3l Anypotentialacquisition,investment,.partnership,allianceorothervenfurecouldinvolveanumberofcosts, unanticipated events or o\_ diversion of..rr"g.-.nt attention, higher soecific risks, including have a ruit*" of the.acquired business, some or all of which could f+l :tir;;i;ffiil, i.gJ-ii.iiliii*-i-tJuri*r., Further' there can financial condition and results of operations' material adverse i*pu"t on any financing on acceptable terms, if at all, to complete be no assurance that it *ill ;;;bl; i" u.*g. such transaction.

~~17. Thebusiness,prosPects'financialconditionsandoperationsofthelssuerareconstrainedbycertain~~

~~30 CERTIFIED Ti1,UE C0py Private Placement Ojkr Letter P rivate and Co nfidenti al FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~erternal foctors~~

The business of the Issuer is subject to significant risks including: (a) termination of existing lease agreements and leave and license agreements with existing tenarts which would affect the cash flows and operations ofthe Issuer; (b) vacant spaces in the Project may not be immediately leased or let out as the Issuer may not be able to find tenants for the vacant space immediately given the market conditions and high lease rentals to be obtained to ensure profitability; (c) lower lease rentals may result in a deterioration ofthe debt protection metrics since the ability of the Issuer to reduce its lease rental financing obligations would be affected; (d) the Issuer requires approvals, permits and/or documents from various government entities at the Central and State Government level for its operations in relation to the Project. There is a reasonable uncertainty that the Issuer will obtain these approvals, consents or enter into these documents or enter into binding documentation in a timely manner which could have a material adverse effect on the Issuer's business prospects; and (e) an increase in the interest rates on the existing financial assistance availed by the Issuer may increase its repayment obligations which may adversely affect its operations and cash flows.

~~1E. lle rely on third parties for certain activities in relation to the maintenance ofthe Project~~

We have a limited work force and we outsourced maintenance of the Project to third parties. The timing and quality of maintenance of the Project depends on the availability and skill of the parties to whom these functions are outsourced, as well as contingencies affecting them. We cannot assure you that we will conduct all maintenance activities internally or that skilled third parties or contractors will continue to be available at reasonable rates or at all. Additionally, if such subcontractors or third parties do not complete our orders satisfactorily or on time, our reputation and financial condition could be adversely affected. As a result, we may be required to make additional investments or provide additional services to ensure the adequate maintenance ofthe Project which could adversely affect our profitability.

~~19. lf'e have entered into contac* and agreements with several entities and may ,rot be in compliance with all terms of these confiacts and agreements which may result in certain liabilities~~

We have entered into several contracts with respect to the Land and the Project. We may not be in full compliance with all terms of these contracts which may have an adverse effect on our business, cash flows and results of operations.

~~20. The securiqt provided by the Issuer may not be sulficient to cover the obligations arising pursuant to the Debentures~~

The Debentures are secured by way of security created over certain assets of the Issuer within 15 (Iifteen) Business Days ofthe Pay In Date. In the event the security cover falls below the agreed levels, the Issuer is required to create charge over additional assets to rnuint"in the required ,""uity cover in relation to the Debentures.

While, as on date, the Issuer has suflicient assets to meet the required collateral cover, there can be no assurance that the value of the Land and Project Assets will not decrease in the future. Any inability of the Issuer, as applicable to carry on its current business activities may adversely affect its Lusiness and prospects and consequently its ability to fulfill its security obligations. There can be no assurance that the Issuer will be able to maintain the security during theierioi'that the oebentures are outstanding or provide additional assets towards security or thai such security would be adequate to cover the obligations ofthe Issuer arising pursuant to the issue ofthe Debentures. 21. lle are required to comply with the requirements of certain labour lows which may impose odditional costs on us

our employees are required to be registered under the provisions of certain labour laws and maintain certain records under the.provisions of these laws, which add to our trwe fail to comply, or a regulator claims that we have not complied, "orir. with the provisions of theselaws, we may be subject penalties under to these labour laws or ifwe do not obtaintt. r.quirit. upp.oJuir, condition, - - ou. business, financial cash flows and results of operations may be adversely affectJi. 22, we are involved in certain legal and other proceedings in Indis and may face certain liabilities as u

~~CERTIFIED TRUE COPY Private Placement Olfer Letter Private and ConJidential FOR PNYATE CIRCULATION ONLY Serial Number Name of Inv*tor:~~

~~result of the same~~

We are involved in various civil, eviction, trademark, transfer fees, profit sharing, family disputes and tax related litigation proceedings and other proceedings, which are at different stages of adjudication. We are involved in litigation for a variety of reasons, which qpically arise in the normal course of business. If any of the cases pending is decided against us, it may have an adverse effect on our business, financial condition, cash flows and results ofoperations.

~~23. Our business and growth plan could be odversely affected by the incidence and rate ofproperty taxes and stamp duties~~

As a leasing company, we are subject to the property tax regime in Mumbai. These taxes could increase in the future, and new types of property taxes may be established which would increase our costs. We lease out areas ofthe Project to third parties which are generally subject to stamp duty. Ifthese duties increase, the cost of leasing will rise, and revenues could also be affected. Any such changes in the incidence or rates ofproperty taxes or stamp duties could materially and adversely affect our business, financial condition and results of operations.

~~24. Our business may be adversely affecled by acts ofgod or otherforce majeure events~~

Our operations are subject to hazards inherent to our line ofbusiness, such as risk offire, acts ofgod such as earthquake, tsunami, flood and other force majeure events, acts of terrorism and explosions including hazards that may cause injury and loss of life, severe damage to and the destruction of property and equipment and environmental damage which may have an adverse impact on our cash flows, operations and business.

~~25. Terrorist attacks, civil disturbances, regional conflicts and other acts of violence in Mumbai affecting the Propefi may disrupt or otherwise adversely alfect our business and its profttability~~

Certain events may occur that are beyond our control, such as terrorist attacks and other acts of violence or war involving India which could adversely affect our business, results of operations, financial condition and cash flows. India witnessed a major terrorist attack in Mumbai on November 26,ZOOB which resulted in loss of life and destruction of property. Similar acts of terrorism may affect the proje'ct which could have an adverse effect on our business and future financial performance. Furthermore, if India were to become engaged in armed hostilities, particularly hostilities that are protracted or involve the threat or use of nuclear weapons, our oPerations might be significantly affected.

Mumbai has ftom time to time experienced social and civil unrest and hostilities, including riots, material regional conflicts and other acts of violence. Events of this nature in the future could have a ofoperations and adverse effect on our ability to develop our business. As a result, our business, results financial condition may be adversely affected'

~~Details of Default in rePaYment duration of default and present status, in Details of default, if any, including therein the amount involved, repayment of:~~

~~(a) statutory dues: Nil~~

~~O) debentures and interest thereon: Not applicable (c) deposis and interest thereon: Nil (d)loanfromanybankorfinancialinstitutionandinterestthereon:Nil~~

~~CompanY SecretarY ofthe Issuer~~

~~Nilesh Trivedi in ComPanY Secretary Practice CERTIFIED TRUE COPtr iitiira Miian Mall, Santacruz (W)' Mumbai 400054~~

~~32 Private Placement Olfer Letter Private and ConJidential FOR PNYATE CIRCUIATION ONLY Serial Number Name of Inveslor:~~

~~Email: [email protected] Tel No.: +91 -22-26127 486 Fax No.: N.A.~~

~~Compliance oflicer of the Issuer~~

Dillon Pereira Vice President Finance Address: Parking level, Hilton side, Express Towers, Nariman Point, Mumbai - 400021 Email: [email protected] Tel No.: +91 -224341 4100 Fax No. : +9 I -22434 | 4l l0

Investors can contact the complience oflicer in cese ofany Pre-Issue or Post-Issue related problems such as non-receipt of letters of allotmenT if any, etc. in the respective beneliciary account or refund orders, etc.

~~CFO of the Issuer Nil~~

~~Arrangers of the instrument~~

~~Standard Chartered Bank CRESCENZO, 5/F, G-Block, Opp. MCA Club, Bandra - Kurla Complex, Mumbai - 400051~~

~~Contact person: Anand Jalan Email: [email protected]~~

~~Tel No.: +91-22-61 15895 1~~

~~Fax No. : +9 l -22-61 I 57 7 00~~

~~Debenture Trustee of the Issue~~

~~IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai - 400001~~

~~Contact person: Abhishek Javadekar Email: [email protected] Tel No.: +91 -22-40807000 Fax No. : +9 | -22-663 I 177 6~~

The Debenture Trustee for the Debenhues being issued under this Issue is IDBI Trusteeship Services Limited which has given its consent for its appointment as Debenture Trustee to the Issue and inclusion of its name in the form and context in which it appean in this offer Letter vide its letter dated May lg, 2ol4 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the iime of filing this offer Letter with the BSE- Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders. The copy of the consent letter from IDBI Trusteeship Services Limited to act as Trustee for and on behalfofthe holders ofDebentures is annexed as Annexure 2 (Cinsent Letterfrom Debenture Trustee). Registrar of the Issue

~~Sharepro Services (India) private Limited AB Samitha Warehousing Complex, 2nd Floor, Saki Naka, Telephone Exchange Lane, Sakinaka, Andheri East, Mumbai - 400072~~

~~CERTIFIED TRUE COPY Private Placement Offer Letter P rivd t e and Co nrtdenti al FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~Tel: +91-22-67720300 Fax: +91-22-28508927~~

~~Credit Rating Agency of the Issue~~

~~Brickwork Ratings India Private Limited 3rd Floor, Raj Alkaa Park,2913 &3212 Kalena Agrahara, Bannerghatta Road, Bengaluru - 560076~~

~~Tel: +91-80-40409940 Fax: +91-80-40409941~~

The Credit Rating Agency has assigned rating of 'BWR A+(SO)' (Pronounced BWR Single A Plus Structured Obligation) (Outlook Stable) to the Debentures vide its letter dated May 26,2014.Instruments with this rating are considered to have an adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry a low credit risk.

The above ratings are not a recommendation to buy, sell or hold Debentures or other securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies on the basis of additional information evaluated by the assisting rating agency and stroUa U evaluated independently of any other rating. Ratings do not comment on the adequacy of market"u.h'oting pri-ce, the suitability of any investment, loan or security for a particular investor (including witlout limitation, any accounting and./or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect ofany investmint, loan or security. The Credit Rating Agency is not your advisor, nor is it providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or in, actuarial ,.*i..r. The rating may be raised, lowered, withdrawn or placed on rating watch due to changes Agency additions to, accuracy of, oithe inadequacy ol information or for any other reason the Credit Rating deem sufficient. Offer please refer to Annexure | (Credit Rating Letter from Briclwork Ratings India Private Limited) of this Letter for a copy of the credit rating letter dated May 26,2014'

~~Auditors of the Issuer~~

~~V. Sankar Aiyar & Co., Chartered Accountants Firm registation no.: 109208W 2-C, Court Chambers, 35, New Marine Lines, Mumbai - 400020~~

~~T el +9 I -22 -2200M65 I 220 67 440 Fax: +91-22-22000649 auditors of the Issuer since FY l99l-92' V. Sankar Aiyar & Co., Chartered Accountants have been~~

~~Details of change in auditor since last three years~~

~~Nil~~

Recognisedstockexchangewherethedebtsecuritiesareproposedtobelisted ( TheDebenturesareProposedtobelistedontheWholesaleDebtMarketsegmentofBSE.Thelssuerhas-[". (1n- ,.in-principiJJ;;;;;ir;;'iir,i"g nse on Mav 30, 2014. Please refer to Annexure 3 ( obtained an ( approval' .( irtiript" L*tir[ App*uo4 foi a copy of the in-principle below: The details of the BSE are as provided

~~BSE Limited Phiroze JeejeebhoY Towers CERTIFIED TiiUE COPY t4 Private Placement Olfer Letter Private and ConJidential FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~Dalal Street Mumbai- 400001~~

~~Fax No. : +9 | -22-227 219 19 Website: www.bseindia.com~~

~~CERUFIED TRUE COPY Private Placement Olkr Letter P riva t e an d Co nlidenti a I FOR PNI/ATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~PARTICTILARS OF THE OFFER~~

~~Authority for the Placement~~

This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on May 15,2014, which has approved the placement of Debentures upto Rs. 100,00,00,000. The shareholders ofthe Issuer have vide a resolution dated May 15,2014 approved the issuance ofDebentures upto an aggregate amount of Rs. 100,00,00,000.

~~The present issue of Rs. 100,00,00,000 is within the general borrowing limits of the Issuer and does not exceed the aggregate ofits paid up share capital and free reserves.~~

1000, 11.50% redeemable, amortising, listed, rated and secured non convertible debentures issued in dematerialised form ofthe nominal value of INR 10,00,000 each, aggregating to not more than INR 100,00,00,000.

~~Indian Express Newspapers (Mumbai) Limited.~~

~~Redeemable, amortising, listed, rated and secured non convertible debentures.~~

~~Private placement.~~

Refers to such category ofinvestors referred to below: . Eligible financial institutions and insurance companies; . Companies; . Non banking finance companies (NBFCs) and residuary NBFCs; . Mutual funds; . Foreigninstitutionalinvestors; . Foreign portfolio investors as permitted under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,2014; and . Prwident funds, gratuity, superannuation and pension funds,

Limited within 15 ( including name of stock bsg Exchange(s) where it will be listed days from the Deemed Date of Allotment' and timeline for listing) Single A Plus Stnrctured Obligation) (Outlook: Stable) from Brickwork Ratings India Private Limited.

~~INR 100,00,00,000.~~

T"*-d*.f.*.ing of existing Financial Indebtedness; Towards financing the Indian Express Floors Acquisition; the Indian Towards all fees, costs and expenses in relation to and Express Floors Acquisition and the Issue; to Toiards general business purposes ofthe Issuer-in relation any ,tr. p.".j.;", Assets, including but not limited.tofinancing Project' .ruiu. u..t.tire costs incurred on the Land or the

~~CERTIFIED T::UE IOPY t Private Placement Olfer Letter P riv ate and Co nfide nti a I FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor:~~

Details of the utilisation of the . Towards refinancing ofexisting Financial Indebtedness; Proceeds o Towards financing the Indian Express Floors Acquisition; r Towards all fees, costs and expenses in relation to the Indian Express Floors Acquisition and the Issue; and o Towards general business purposes of the Issuer in relation to the Project Assets, including but not limited to financing any value accretive costs incurred on the Land or the Project.

~~Coupon Rate ll.50y. per annum as reset from time to time in accordance with the Debenture Trust Deed.~~

~~Step Up/Step Down Coupon Rate N.A.~~

~~Coupon Payment Frequency Payable on each Coupon Payment Date.~~

~~Coupon Payment Dates Payable on the following dates:~~

June 30, 2014 July 31, 2014 August 29,2014 September 30,2014 October 31,2014 November 28, 2014 December 29,2014 January 30, 2015 February 27,2015 March 31,2015 April30, 2015 May29,2015 June 30,2015 July 3 1, 20 15 August 31,2015 September 30, 2015 October 30,2015 November 30, 2015 (each a "Coupon payment Date")

~~Coupon Tlpe Fixed.~~

Coupon Reset Process (including The Debenture Holders may at any time@ rates, spread, effective date, interest Rate with effect from the immediately following VolunLry rate cap and floor etc). Redemption Date. If the Debenture Holders choose to reset the Coupon Rate, then they shall notiry the Debenture Trustee accordingly and the Debenture Trustee shall no later than 15 days p.ig1 t9 the immediately following Voluntary Redemption Date noti$ the reset Coupon Rate to the Issuer.

~~Day Count Basis Interest payable on Debentures wrffi actual number of days elapsed in a year of 365 or 366 days as the case may be i.e. ActuaU Actual.~~

Interest on Application M-ney To_ be paid i. *1,:11"y^lsubscription money-upto one calendar day prior to the Deemed Date of Allotment. Su.t int.r"ri fr-p"y.Uf.-'*i,ir; Ii; Business Days from the Deemed Date of Allode;t. Default/Overdue Interest Rate ln a*t dates, additional interest at 2%o per il"; ;;;; il#fiil'ffi be payable by the Issuer. ;l;

~~37 Lw~~

~~CERTIFIEI,I TiiU [I COPY Private Placement Offer Letter Private and ConJidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~At the end of l8 months from the Deemed Date of Allotment.~~

~~Redemption Date(s) The scheduled redemption dates are as follows:~~

June 30,2014 July 31, 2014 August 29,2014 September 30,2014 October 31,2014 November 28,2014 December 29,2014 January 30, 2015 February 27,2015 March 31,2015 April30,2015 May 29,2015 June 30,2015 July 31,2015 August 31,2015 September 30, 2015 October 30, 2015 November 30, 2015

~~Each a "scheduled Redemption Date".~~

~~Redemption Redemption Amount In respect ofeach Debenture on the relevant Scheduled Date, the amount as set out below:~~

~~July 31, 2014 August 29,2014 September 30,2014 October 31,2014~~

~~December 29,2014 January 30,2015 February 27,2015~~

~~March 31, 2015~~

~~May 29,2015 June 30, 2015 31,2015 August 31, 2015 September 30,2015 OctoUer 30,2015~~

~~CERTIFIED TI.UE CCPY t Private Placement Olfer Letter Private and Confidential FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~Issue Price At par, i.e. INR 10,00,000 per Debenture.~~

~~Justification for Issue Price Issuance of Debentures is proposed to be made at par value.~~

~~Discount at which security is issued Not applicable. and the effective coupon as a result ofsuch discount.~~

~~Put option Date Not applicable.~~

~~Put option Price Not applicable.~~

Call OptionrVoluntary Redemption February 9,2015, May 8, 2015 and August 10, 2015. Provided Date a Voluntary Redemption Exercise Notice (as defindd under the PIPL Issue Debenture Documents (as defined in the Debenture Trust Deed)) has already been issued by Pune Infoport Private Limited to the PIPL Debenture Trustee as defined in the Debenture Trust Deed).

~~Call Option/Voluntary Redemption The call option/voluntary redemption price per Debenture on Price following dates is as follows:~~

~~February 9,2015: INR 6,61,577.8767 May 8,2015: INR 5,26,323.2876 10, 2015: INR 3,88,219.3 150 PutNotification Time Not applicable.~~

~~Cal l/Voluntary Redemption At least l2 days prior to such Call Option Date by the Issuer to the Notification Time Debenture Trustee.~~

~~Face Value INR 10,00,000 per Debenture.~~

~~Minimum Application and in INR 10,00,000 and multiples of INR 10,00,000 thereafter. multiples of I Debt securities thereafter~~

~~Timing~~

~~l. Issue Opening Date June 4,2014~~

~~2. Issue Closing Date June 4,2014~~

~~3. Pay In Date June 4, 2014~~

~~4. Deemed Date of Allotment June 4, 2014~~

~~lssuance mode of the Instrument Demat-~~

~~Trading mode of thC instrument l..,emal.~~

Settlement mode of the Inskument Depository Nsot-a"@ Business Day Conventiii Should the !* next working day shall be considered effective:*::.:iTr: Py,, ftre as the date(s) for that payment (provided that if the r"["ri"g payment date falls within the next calindar month, the payment dati shall be the immediatelv n business day, so thai the payment datertarc fallsrrr" r,ir,.i-within the+L^ sum"^^j-.,::"ding curend#;;dftH#ffiU"fiiffi]i not be adjusted due to the payment being mua. on irr. next workins

~~CERTIFIED TRUE CCPT Private Placement Olfer Letter P r iv at e and Co nJidenti a I FOR PNVATE CIRCUI-,ITION ONLY Serial Number Name of Inveslor:~~

~~day.~~

~~If the redemption date falls on a day which is not a Business Day, the previous working day shall be considered as effective date for that payment.~~

~~l5 Business Days prior to each coupon payment date ofredemption ofsuch Debenhres, as applicable.~~

Security (where applicable) A first ranking pari passu mortgage and charge in favour of the (Including description, type of Debenture Trustee (for the benefit of the Secured Parties) over the security, type of charge, likely date Land and Project Assets, Issuer Contracts, Receivables (as defined in of creation of security, minimum the Debenture Trust Deed) and Account Assets. The Security will be security cover, revaluation, created within l5 (fifteen) Business Days of the Pay In Date. replacement of security) and guarantees

~~Required Collateral Cover (a) up to but excluding the LIV Change Date, 50%; and~~

~~(b) from and including the LTV Change Date,60Yo. Where "LTV Change Date" means (i) September 29,2014 or (ii) such earlier date that may be agreed between the Issuer and the Debenture Trustee.~~

The Issuer shall ensure that: (A) the ratio of Cashflow to Interest Expense for each Relevant Period will not be less than I .25: I ; (B) the ratio of Cashflow to Debt Service for each Relevant Period ending on a Quarter End Date will not be less than I . I 5: L The Issuer shall ensure that within the date falling 12 months after the Pay In Date, the Issuer subJeases or rents not less than7lYo ofthe leasable area in the Project so as to generate receivables amounting to not less than INR 5,65,00,000 per month and that such amounts are available for servicing the Debentures. The Issuer shall ensure that within the date falling 15 months after the Pay In Date, the Issuer sub-leases or rents not less than7}Yo ofthe leasable area in the Project so as to generate receivables amounting to not less than INR I,SZ,OO,OOO per month and that such amounts are available for servicing the Debentures. tion of the Debenture Trust 6eed and charge documents, the Issuer will refund the subscription and pay-aOaidonal interest at 2Yo per annum-(in addition to the Coupon Rate) till these conditions are complied with at the option of the Debenture Holder' Interest Default in payment: In case of default in payment of ft) interest '-' uoaloipriocipul redemption on the due dates, additional payable by the Issuer oi u, f.'u., 2o)o over theioupon rate will be for the defaulting Period' (c) Delay in listing: '-' ;i 'i'tt" Irru.i undertakes to get the Debentures listed on the "' B&;;,il is auvt from the Deemed Date of Allotment' In 15 days of case if the Debentures are not listed within then O..*"a Date of Allotment for any reason w-hatsoever' ,fr"- lr.u". ,hall im'"diatelv i

~~CERTIFIED Tir.UE COpy Private Placemenl Olfer Letter Private and ConJidential FOR PNYATE CIRCUI-ATION ONLY Serial Number Name of Investor:~~

Debentures only from those Debenture Holders for whom applicable regulations including RBV20l l -12/423 A.P.(DIR Series) Circular No. 89 dated March 1,2012 issued by the Reserve Bank of India do not pennit holding to-be listed debt securities iflisting is not done within said l5 days, and in such an eventuality the Issuer shall reimburse such Debenture Holders for reasonable costs and expenses including all accrued interest, liquidity costs, hedge costs or other break costs, as determined by such Debenture Holders, that the Debenture Holders may have incuned for the investment. (ii) In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment, the Issuer will pay interest of l% per annum over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of such debt securities to the Debenture Holders.

Debenture Documents (a) The Debenture Trust Deed; O) the Debenture Trustee Agreement; (c) the Accounts Agreement; (d) the Company Section 281 Indemnity; (e) the Offer Letter; (0 the Issuer Mortgage Deed; and (g) any other document that may be designated as a Debenture Document by the Debenture Trustee and the Issuer each as defined under the Debenture Trust Conditions Precedent to As specified in the Debenture Trust Deed. Disbursement

~~Condition Subsequent to As specified in the Debenture Trust Deed. Disbursement~~

Events of Default (a) Non Payment; (b) Breach ofSecurity Cover, Financial and Leasing Covenants; (c) Breach of Other Obligations; (d) Misrepresentation; (e) Cross Default; (f) Insolvency; (g) lnsolvencyProceedings; (h) Judgements,CreditorsProcess; (i) Moratorium; 0) Expropriation; (k) CessationofBusiness; 0) Unlawfulness; (m) Repudiation; (n) Security; (o) Failure to Create Security; (p) Termination of Material Contracts; (q) Insurance; (r) Material Adverse Effect; (s) Audit Qualification which could reasonably be expected to cause a material adverse effect (t) Material Lirigarion; (u) Withdrawal of Credit Rating; (v) Amendment of Constitutional Documents; and Nl-" Listing !y) - or Debenture Delisting Events. The details of these Events of Default Jha[ be as specified in the Debenture Trust Deed.

~~4t -ir;;,{y'~~

~~CERTIFIED TRUE COPT Private Placement Oller Letter P rivate and Co nJiden ti al FOR PNVATE CIRCUI-ATION ONLY Seriol Number Name of Investor:~~

Provisions related to Cross Default Any Financial Indebtedness of the Issuer is not paid when due Clause nor within any originally applicable grace period. Any Financial Indebtedness of Issuer is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of any actual or potential default, event of default, or any similar event (however described). Any commitment for any Financial Indebtedness of the Issuer is cancelled or suspended by a creditor of the Issuer, as a result of any actual or potential default, event of default, or any similar event (however described). Any creditor of the Issuer becomes entitled to declare any Financial Indebtedness of the Issuer, as applicable, due and payable prior to its specified maturity. Any event of default under the PIPL Debenture Documents (as defined under the Debenture Trust Deed) is not remedied within any applicable grace period. No Event of Default will occur under paragraphs (a) to (d) in respect of the Issuer if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness of the Issuer falling within paragraphs (a) to (d) above is less than INR 5,00,00,000.

Role and Responsibilities of As per SEBI (Debenture Trustee) Regulations, 1993, SEBI (Issue Debenture Trustee and Listing of Debt Securities) Regulation, 2008, Companies Act, the simplified listing agreement(s), each as amended from time to time.

~~Goveming Law and Jurisdiction Laws of India and the non-exclusive jurisdiction of courts and tribunals of Mumbai.~~

Illustration of Bond Cash Flows from As per the SEBI Circular No. CIMMDlDFtlSt2Ol3 dated October 29,2013, the cash flows emanating based on the assumption that each Debenture is mentioned below by way of an illustration. This calculation is date is a Business Day and the Deemed Date of Allotment will be on June 4,2014 and the scheduled redemption is merely i[ustrative. If there is a change in the Deemed Date of Allotment, calculations will change accordingly.

~~June 30, 2014 July 31, 2014 August 29,2014 September 30,2014 October 3 1, 2014 November 28,2014 December 29,2014 January 30,2015 February 2'7,2015 March 31,2015 April30,2015 May29,2015~~

~~42 COPY CERIIFIED TR.UE Private Placemenl Oller Letter Privale and Confidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~July 31,2015 August 31, 2015 September 30,2015 October 30, 2015 November 30, 2015~~

~~Frequency of the Interest Payment with specified First Coupon payment on June 30,2014 and monthly dates thereafter on the following dates:~~

June 30, 2014 July 31,2014 August 29, 2014 September 30,2014 October 31,2014 November 28, 2014 December 29,2014 January 30, 2015 February 27,2015 March 31,2015 April30,2015 May29,2015 June 30,2015 July 31,2015 August 31,2015 September 30, 2015 October 30, 2015 November 30, 2015

~~Day Count Convention Actual / Actual~~

~~8, 191 .7808~~

~~October 31,2014 5l,136.0137~~

~~March 31, 2015 5,387.67t2 4,796.9t78~~

~~31,2015~~

~~CERTTFIED TR'..IE COPr/ Private Placement Olfer Letter P rivat e and Co nfidenti a I FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:~~

Cash Flows in case Call Options are Principal Principal Total pxerciscd- Outstandins fnterest Ponqwmonf Pqwmenf January 30, 2015 6,59,500 Call Option I Februarv 9. 2015 2.077.8767 6.59.500 6,61,577 .876',t April 30, 2015 5,25,000

~~Call Option 2 May 8,2015 r,323.2876 5,25,000 5,26,323.2876~~

~~Julv 3 l. 201 5 3,87,000 Call Option 3 Ausust 10,2015 I,219.3 r s0 3,87,000 3,88,219.3150~~

If the coupon payment date of the Debentures falls on day which is not a Business Day, the coupon Payment shall be made on the next Business Day. If the Maturity Date/Redemption Date of the Debentures falls on a day which is not a Business Day, the redemption proceeds shall be paid on the immediately previous Business Day.

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 Letter.

~~Nil~~

~~Debenture redemption reserve~~

The Issuer shall maintain the debenture redemption reserve as per section 71(a) of the Companies Act,2013 Central read with Rule l8(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Govemment in this regard.

~~Issue Schedule~~

~~Issue opens on June 4, 2014 Issue closes on June 4, 2014 Pay In Date June 4,2014 Deemed Date of Allotment June 4, 2014~~

the Issuer may at its own discretion' close the Issue Note: In the case of fult subscription to the Issue Amount, earlier than the date mentioned hereinabove' offered Name and address of the valuer who performed valuation of the security for this Issue' As this is an issuance of Debentures at par value, there is no valuation as part of the Issue or separately in Details of contribution made by the promoters or directors either furtherance ofthe Objects ofthe Issue

~~Nil~~

Principal terms of the assets charged as security' if any and secured by way of security created over the Land The Debentures issued by the Issuer shall be err.L, tttu.t Contracts, Receivables and Account Assets'

~~CERTIFIED TRUE COPY~~

~~44 Private Placemenl Offer Letter Private and Confidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~DISCLOSURE WITH REGARD TO THE INTEREST OF DIRECTORS, LITIGATION ETC.~~

(a) Any financial or other material interest of the directors, promoters or key managerial personnel in the ofler and the effect of such interest in so far as it is different from the interests of other persons Nil

(b) Details of any litigation or legal action pending or taken by any Ministry or Departrnent 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 circulation of the offer letter and any direction issued by such Ministry or Departrnent or statutory authority upon conclusion of such litigation or legal action shall be disclosed Nil

~~(c) Remuneration ofdirectors (during the current year and last three financial years) Nil~~

(d) Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided:

~~67,62,372~~

~~3.t9.ts.726~~

~~& Professional Fees Paid~~

~~2,37,14,774~~

~~16,81,451~~

~~Legal & PlofesJionat F"eJFaiO~~

~~CERTIFIED TRUE COPT Private Placement Olfer Letter Private and Contidential FOR PNYATE CIRCUI-ATION ONLY Seriol Number Name of Investor:~~

~~Name Nature of transaction Amount flNR) The Indian Express Limited Service Charges & Other 14,38,304~~

(e) Summary ofreservations or qualifications or adverse remarks ofauditors in the last five financial years immediately preceding the year of circulation of offer 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 ofthe said reservations or qualifications or adverse remark:

~~Sr. Financi Auditors Remark Impact and Corrective No. al Year Steps~~

L 2009-l 0 The Issuer has delayed in depositing statutory dues for These payments have more than six months as at the last day of the financial been made by the Issuer year as under: on the following dates:

~~Nature Amount Due of dues (rNR) to date which dues~~

~~Service May ^pril - tax August Septem 2009 ber 2009 Works April - July contract June 2009 tax 2009 7 2010-l I N.A. N.A.~~

~~3. 20tt-12 N.A. N.A.~~

~~4. 2012-13 N.A. N.A.~~

~~5. 20t3-14 N.A. N.A.~~

the Companies Act or (0 Details of any inquiry, inspections or investigations initiated or conducted under preceding the year of circulation of offer urry p..riourio-pony taw in ttre last three yiars immediately any prosecutions filed letter in the case of company and all of its subsidiaries. Also if there were years immediately- pending or not) fines imposed, compounding of offences in the last three i*n.tfr.. all of ;;;t"g ,il yeir of ttre offer letier *a if ro, section-wise details thereof for the company and its subsidiaries

~~Nil the company in the last three years' if any' and ,aPers\ (e) Details of acts of material frauds committed against -:^^<9 so, the action taken bY the comPanY~~

~~Nil~~

~~CERTIFIED T;IU I COPY~~

~~46 Private Placement Ofer Letter Private and Contidential FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~FINANCIAL POSITION OF TIIE ISSUER~~

~~Capital structure of the Issuer~~

As on March 31,2014, the authorized share capital of the Issuer was Rs.7,60,00,000 (Rupees Seven Crore and Sixty Lakh only) divided into 5,10,000 (five lakh and ten thousand) equity shares of INR 100 (Rupees One Hundred only) each, aggregating to Rs. 5,10,00,000 (Rupees Five Crore and Ten Lakh only) and 2,50,000 (two lakh and fifty thousand) equity shares of INR 100 (Rupees One Hundred only) each, aggregating to Rs. 2,50,00,000 (Rupees Two Crore and Fifty Lakh only). The issued, subscribed and paid-up share capital was Rs. 4,23,46,800 (Rupees Four Crore Twenty Three Lakh Forty Six Thousand and Eight Hundred only).

~~The capital structure of the Issuer as on the date of this offer Letter is provided below:~~

Particulars Amount flNR) Number of Securities Authorised Share Capital Equity shares 5.10.00.000 5,10,000 Preference shares 2,50,00,000 2,50,000 Issued. Subscribed Share Capital Equity shares 4,23,46,800 4,23.468 Preference shares Issued. Subscribed and Paid-Up Share Capital Equity shares 4.23.46.800 4,23,468 Preference shares Size of Present Issue Non Convertible Debentures Issue of debentures of face value of 1000 Rs. 10,00,000 each aggregating to Rs. 100,00,00,000 Paid-up Share Capital after the Issue Equity shares 4.23.46.800 4,23,468 Preference shares Pald-uo Share Capital after the conversion of any convertible instruments Equity shares 4,23,46,800 4,23,469 Preference shares lnare rremrum Account belbre the Jssue 86,57,88.925 Share Premium Account after the Issue 86,57,98,925

As on the date of this offer Letter, the Issuer has no convertible instruments outstanding. Changes in its capital structure as on last quarter end, for the lastfive years Sr. No. Date of transfer Transferor Transferee Number of Shares I March26,2009 Shekhar Gupta IDBI Trusteeshipffi I 1,682 Advantage Fund III) 2. March26,2009 Viveck Goenka rn$reeshtp ulrl Services Limited (India 12,ggl Advantage Fund III) 3. March 04, 201 I Shekhar Gupta 4. June I l, 2012 v tt,367 Sandeep Khosla rnuran .Express t_ommercial Ventures and I Proiects Limited 5. June I l, 20li Harcharan Sinlh- ururau Dxpress uommerclal Venfures and I Projects Limited 6. June I l, 2017 Vaidehi Tfiakar ,rurdr Dxpress uommerctal Venfures and 9 Projects Limited Equity Share Capital History of the Issuer

~~CERTIFIED TRUE COPT Private Placement Offer Letter P riva t e and Co nJide nt i al FOR PNI/ATE CIRCULATION ONLY Serial Number Name of Investor:~~

February 2 100 100 Cash Fresh 2 200 2, t959 allotment April 28, 198 100 100 Cash Fresh 200 20,000 I 959 allotment February 4,000 100 100 Cash Fresh 4,200 420,000 24.1960 allotment April 29, 53,300 100 100 Cash Fresh 57,500 57,50,000 I 961 allotmcnt Fcbruary 2,500 100 100 Cash Fresh 60,000 60,00,000 5 ls6l allotment June 16, l 5.000 100 100 Cash Fresh 75,000 75,00,000 1997 allotment June 17, 1,00,000 100 I 5,000 Cash Bonus shares l,?5,000 I,75,00,000 149,00,00,000 l 998 at premium of INR t4 SO0 June 30, 70,000 100 I 5,000 Cash Bonus shares 2,45,000 2,45,00,000 1M.30,00,000 1999 at premium of INR 14,900 July 5, 1,250 100 100 Cash Fresh 2,46,250 2,46,25,000 2002 allotment luly 26, 10,000 100 Buyback Cash Less tsuy 2,36,250 2,36,25,000 14,90,00,000 20M back at prernium of INR 14.900 March 23,3s 100 100 Cash Fresh 2,59,614 2,59,61,400 31,2006 3,23,53,900 28.14,900 March 63,925 100 IM Cash Conversion of 3,23,539 25,2009 92,074 prcference shares at premium of rNR 44.03 Conversion of 3,8s, I 66 3,85,16,600 6,47,200 March 6t.627 100 lll Cash 25,2009 68,099 preference shares at pronium of INR 10.50 Fresh Issue at 4,31,235 4,31,23,500 8l,16,47,290 August 46,069 100 t7,718 Cash premium of 24,2009 INR 17,6IE 7,64,8UU 144 Cash Conversion of 4,48,605 4,4E,60,500 August r7,370 100 25,01E 24,200/9 preference shares at premium of INR 44.03 q5o,os,aoo I,26,e00 Converston ot 4,60,688 I 12,083 100 it T c"st August 13,352 24,2009 preference shares at premium of INR 10.50 ljs'zzs 4,48,27,800 2I,E6,J9,J6u Buyback ti[-Tt s. I February t2,410 100 I BuYback-l at I 3,2011 | run tz,zta I I mshare I lE,E5,lZ,O(ru Lcss 4,17,578 4,37,57,800 100 Buyback Cash Novernbe 10,700 Buyback-2 at r5,20ll INR 17,718 oer share 4,23,46,800 24,85,89,980 Less 4,23,46E t00 Buyback Cash I':/ry24, 14,1 l0 Buyback-3 at 2012 INR 17,718 /^eoei oer share

preceding the date than cash the last )ne year \(-' made for consideration other )o- There have been no allotments ^)' 48 / CERIIFIED TRUE Private Placement Olfer Letter Private and Confidential FOR PRII/ATE CIRCULATION ONLY Serial Number Name of Investor:

~~the Offer Letter.~~

~~Details of the shareholding of the Issuer~~

~~Shareholding pattern of the Issuer as on March 3 I , 20 I4~~

Sr. No. Particulars Total no. of No. ofshares Total Shareholding as 7o ot (Name of the Shareholder) Equity in demat total no. of equity shares shares forms 1 Indian Express Commercial Ventures 1,93,297 45.646 and Proiects Limited 2. IDBI Trusteeship Services Limited 1,70,800 40.334 (India Advantage Fund III) 3. I-VEN Residential Properties (Mumbai) 36,699 8.666 Limited 4. Viveck Goenka tt.932 2.818 5. Shekhar Gupta 10,738 2.536 6. Vaidehi Thakar I 0.000 7. Poorvi Kamani I 0.000 TOTAL 4,23,468 100.000

~~Shareholding pattern ofthe Issuer as on as on the date ofthe Oller Letter~~

Sr. Particulars Total no. of No. of shares in Total Shareholding as 7o of No. (Name of the Shareholder) Enrrifv shlrac demat forms total no. of eouitv sbares I Pune Infoport Private Limited 4,t2,129 97.322 2. Shekhar Gupta 5,369 t.268 3. Viveck Goenka 5,966 1.409 4. Vaidehi Chintaman Thakar I 0.000 5. Poorvi Kamani I 0.000 6. Atul Ishwardas Chordia I 0.000 7. Panchshil Techpark Private I 0.000 Limited TOTAL 4,23,468 100.000

~~Notes: Shares pledged or encumbered by the promoters (if any): 97.322%~~

~~List of top I 0 holders of equity shares of the Issuer as on the latest quarter end~~

Sr. No. Name of Shareholders Total No. of No. ofshares Total Shareholding as 7o of Equity in demat total no. of equity shares Shares form I Indian Express Commercial Ventures 1,93,297 45.646 and Proiects Limited 2. IDBI Trusteeship Services Limited 1,70,800 40.334 (India Advantage Fund III) 3. I-VEN Residential Properties (Mumbai) 36,699 8.666 Limited 4. Viveck Goenka 11,932 2.818 5. Shekhar Glpta 10,73 8 2.536 6. Vaidehi Thakar I 0.000 7. Poorvi Kamani I 0.000

~~Details of any acquisition or amalgamation in the last one year~~

~~No acquisition or amalgamation has taken place in the past one year f ft,-~~

~~Details of reorganization or reconstruction in the last one year~~

~~CERTIFIED TIIUE COPY Private Placement Olfer Letter Private and Confidential FOR PRIVATE CIRCUIATION ONLY Serial Number Name of Investor:~~

~~No reorganization and reconstruction has taken place in the past one year~~

~~Details of borrowings of the Issuer, as on the latest quarter end, being March 3lr 2014 o Details ofsecured loan facilities:~~

Lender's Name Type of Amount Principle Repayment Date/ Security Facility Sanctioned Amount Schedule (INR in Outstanding lakhs) flNR in lakhs) State Bank of Term Loan 3,500 184 November 2014 Express Towers Mvsore State Bank of Term Loan 12,350 1,264 March 2015 Express Towers India State Bank of Term Loan 4,000 258 March 2015 Express Towers India State Bank of Term Loan I,200 649 March 201 8 Express Towers India Punjab & Sind Term Loan 6,000 t,479 September 2015 Express Towers Bank Punjab &. Sind Term Loan 4,000 t,279 September 2015 Express Towers Bank Punjab & Sind Term Loan 2,900 t,622 January 2017 Express Towers Bank TOTAL 33.950 6,736

~~Details of unsecured loan facilities: Nil~~

~~Details of non convertible debentures: Nil~~

~~List of Top l0 debenture holders (as on the date of the Offer Letter): Nil~~

~~The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, fV entity, group company, etc) on behalf of whom it has been issued: Nil~~

~~Details of Commercial Papers:- The total face value of commercial papers outstanding as on the latest quarter end to be provided and its breakup: Nil~~

Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on the date of the Offer Letter: Nil AG;:\ Details of all defaulVs and/or delay in payments of interest and principal of any kind of term debt securities and other financial indebtedness including corporate guarantee issued by the Issuer, the past 5 years: Nil o Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) N} consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option: Nil

~~Profits of the Issuer, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of the Offer Letter~~

~~Dividends declared by the Issuer in respect of the seid three financial years; interest coverage ratio for last three years (Cash prolit after tax plus interest paid/interest paid)~~

~~CERTIFIED TRUE COPY Private Placement Oller Letter P r iva t e and Confiden tial FOR PRIVATE CIRCUL"ATION ONLY Serial Number Name of Investor:~~

~~A summary of the financial position of the Issuer as in the three audited balance sheets immediately preceding the date of circulation of offer letter~~

~~Balance sheet~~

Sr. No. Particulars As at March 31, As at March 31, As at March 31, 2014 (Amounts 2013 (Amounts 2012 (Amounts in INR) in INR) in INR\ I. EOUITY AND LIABILITIES t. Shareholders' funds (a) Share Capital 4,23,46,900 4,23,46,800 4,37,s7,800 (b) Reserves and Surplus 224,82,47.341 198,00,30,194 22t,t5,40,931 229,05,94,t41 202,23,76,994 225,52,98,731 2. Non- current liabilities (a) Long-term borrowings 36,96,18,045 61,04,45,874 85,14,60,956 (b) Deferred Tax liabilities (Net) 2,t0,64,070 t,59,54,784 1,03,74,300 (c) Other Long term liabilities 70,36,67,565 67,79,83,801 54,02,84,623 (d) Long-term Provisions 5,08,998 3,89,979 3,34,825 109,48,58,678 t30,47,74,438 140,24,54,704 3. Current Liabilities (a) Cunent liabilities 46,08,03,259 37,30,24,647 36,tt,37,467 O) Short term provisions 21,48,733 11,38,51,870 6,03,19,089 46,29,51,992 48,68,76,5t7 42,14,56,556 TOTAL 384,84,04,81I 38140,27,949 407,92,09,991 II ASSETS I Non-current assets (a) Fixed assets

(i) Tangible assets 354,82,95,026 360,41,04,039 365,45,14,330 (iii) Capital work-in-progress 2,01,079 3,62,36,879 2,24,16,93s (b) Long-term loans and advances 2,54,83,777 4,73,96,239 9,0t,02,3t4 357,39,79,882 368,77,37,t57 376,70,33,579 z. Current assets (a) Current investments 6,21,40,191 17,47,09,860 (b) Trade receivables 2,89,58,195 2,30,95,761 3,26,23,058 (c) Cash and Cash Equivalents 19,76,97,957 3'7,25,357 3,83,04,700 (d) Short+erm loans and advances 27,t3,25s 14,51,841 48,04,179 (e) Other current assets 4,50,5s,s22 3,58,77,642 6,17,34,615 27,44,24,929 12,62,90,792 31,21,76,412 TOTAL 384,84,04,811 381,40,27,949 407,92,09,991

~~Profit and Loss Statement~~

~~CERTIFIED TRUE COPT Private Placement Olfer Letter P r ivate and Co nJid en ti al FOR PNYATE CIRCUI.ATION ONLY Serial Number Name of Investor:~~

Sr. No. Particulars As at March 31, As at March 31, As at March 31, 2014 (Amounts 20I3 (Amounts 2012 (Amounts in INR) in INR\ in INII) I Revenue from operations: Sale of Services 63,96,28,986 60,83,14,197 52,12,58,704

Other Operating Revenues 29,60,34,475 3 I,87,88,084 33,89,50,688 II Other Income 1,76,73,898 l,60,20,618 2,45,97,825 III Total Revenue (I + I! 95,33,37,359 94,3t,22,899 88,48,07,217 Iv Expenses Employee benefi ts expense 91,59,068 84,66,40r 68,08,937 Finance Costs 9,71,28,867 l1,90,01,159 t3,21,78,971 Depreciation and amortization 1,74,59,791 1,72,58,641 1,02,57,639 exDense Other expense 18,27,54,899 24,49,91,054 26,19,28,715 Total Expense 30,65,02,625 38,97,t7,255 41,11,74,262 v Profit before tax 64,68,34,734 55,34,05,644 47,36,32,955 VI Tax expense: (l) Current tax t7,56,54,978 15,43,51,841 12,18,90,023 (2) Deferred tax 5l,09,286 55,80,484 36,1t,721

~~(3) Provision for Tax ofEarlier year 2,&,s6,789 1,83,85, I 88 (83,96, r 02) 20,72,2r,053 t7,83,17,5t3 tt,7t,05,642~~

~~VII ProfiU(Loss) for the year 43,96,13,681 37,50,88,1 3 I 35,65,27,313 VIII Earnings per equity share (Rs. 100 per share fully paid-up) Basic / Diluted I,038 875 805~~

~~Cash Flow Statement~~

Particulars As at March 31, As at March 31, As at March 31, 2014 (Amounts 2013 (Amounts 2012 (Amounts in INR) in INR) in INR) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before tax as per profit and loss 64,68,34,734 55,34,05,644 47,36,32,955

Balances written off 41,47,052 12,60,467 1,37,97,342 Balances written back (71,984) Depreciation 1,74,59,791 1,72,58,91 t,02,57,639 Dividend income (l 1,45,199) (t,24,32,404) Interest expenses 9,7t,28,867 I 1,86,17,159 Provision for leave encashment / Gratuity 1,40,3'79 2,63,717 Dividend paid (incl. DDT) r1,14,73,187 (Profrt) / loss on sale ofassets 41,005 3,18,557 Operating profit before working capital 87,60,07,932 67,83,73,224 61,73,50,045

~~ADJUSTED FOR WORKING CAPITAL Debtors (s8,62,434) 44,78,803 (10,82,680) Loans and advances (1,48,39,694) 5,59,54,508 3,86,52,1 l8 Trade payables (4,29,80,571) 6,92,53,929 5,42,79,s47~~

~~52 CERTIFIED'{trUL L'0Py Pivate Placement Oller Letter P riva t e and Confi d e nti al FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor:~~

Particulars As at March 31, As at March 31, As at March 3I, 2014 (Amounts 2013 (Amounts 2012 (Amounts in fNR) in INPI in INR\ Cash generated from operations before 81,23,26,133 80,80,60,464 70,91,99,030 taxes Income tax paid (r7,99,46,9s7) (1 5,2e,88,123) (10,88,s2,240) Cash generated from operations 63,23,79,L76 65,50,72,341 60,03146,790 CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets (3,40,15,986) (3,91,57,607) (13,r9,76,779\

Purchase of fixed assets (CWIP) 3,60,35,800 ( l ,38,19,e44) ( 1 ,3 1,98,962) Sale offixed assets t4,946 20,000 Dividend income I 1,45,199 t,24,32,404 1,29,42,407 Sale of investment (Net of Purchase) 6,2r,40,r9t 11,25,69,669 13,13,693 Net cash used in Investing Activities 6,53,20,150 7,20,241522 (13,08,99,641) CASH FLOW FROM FINANCING ACTIVITIES Interest paid (9,7r,28,867) (11,86,17,159) (13,20,60,503)

Repayment of secured loans (27,50,78,538) (20,06,35,343) ( 1 7,89,1 5,239) Proceeds of secured loans 7,90,41,143 4,02,88,590 6,25,50,470 Buyback of Equity Shares (14,1 1,000) (r0,70,000) Buyback ofEquity Shares - Premium (24,85,89,980) (1 8,85,12,600) Dividend paid (incl. DDT) (21,05,60,464) (23,27,tt,3t4) Net cash used in financing activities (50,37,26,726) (76,16,76,206) (43,80,07,872) Net increase / (decrease) in cash and cash 19,39,72,600 (3,45,79,343) 3,1439,277 eouivalents Opening cash and bank balances 37,25,357 3,83,04,700 68,65,423 Closing balance on cash and bank 19,76,97,957 37,25,357 3,83,04,700

The Issuer undertakes that it shall provide latest Audited or Limited Review Financials in line with timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/I/2009111105 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearlyl annual result. Further, the Issuer shall within 180 (one hundred and eighty) days from the end ofthe 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 two working days of their specific request.

Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information Qike Profit & Loss statement, and Balance Sheet) and auditors qualilications, if any

~~Not applicable~~

~~Any change in accounting policies during the last three years and their effect on the prolits and the re$erves of the Issuer.~~

~~Nil~~

Auy material evenU development or change having implicetions on the linancials/credit quality (e.g. any material regulatory proceedlngs against the Issuer/promoters, tax litigations resulting in material corporate event at the time of issue which may affect the liabilities, restructuring etc.) )ers)r investor's decision to invest / continue to invest in the debt securities.

~~Not Applicable~~

~~CERTIFIED TP.UE CoPY Privale Placement Offer Letter P r iv ate and Co nJidenti al FOR PNI/ATE CIRCULATION ONLY Serial Number Name of Inveslor:~~

~~TERMS OF OFFER OR PURCHASE~~

~~Terms of offer are set out in under the section "Particulars of the Offer" above. Below are the general terms and conditions.~~

~~Issue~~

Issue of the Debentures of the face value Rs. 10,00,000 (Rupees Ten Lakhs only) each, aggregating to Rs. 100,00,00,000 (Rupees One Hundred Crore only) on a private placement basis not open for public subscription.

~~Compliance with laws~~

The Issue of Debentures is being made in reliance upon Section 42 of the Companies Act, 2013, Rule l4 of the Companies (Prospectus and Allotment of Securities) Rules,2014, relevant provisions of the Companies Act, 1956, the SEBI Debt Regulations, Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as amended and other applicable laws in this regard.

As per paragraph 8 of the circular CIR/IMD/FIIC/18/2010 dated November 26,2010, SEBI has allowed FIIs to invest in 'to be listed' debt securities. Also, as per A.P. (DIR Series) Circular No. 89 on March l, 2012 by RBI, SEBI registered Flls/sub-accounts of FIIs can invest in primary issues of non convertible debentures (NCDs/Bonds) only if listing of such NCDs/Bonds is committed to be done within 15 (fifteen) days of such investment. In case the NCDs/Bonds issued to the SEBI registered FIIs / sub-accounts of FIIs are not listed within 15 (fifteen) days ofissuance to the SEBI registered FIIs / sub-accounts ofFIIs, for any reason, then FlVsub-account of FII shall immediately dispose of these bondsA.{CDs either by way of sale to a third party or to the issuer and the terms of offer to FlVSub-accounts should contain a clause that the issuer of such debt securities shall immediately redeem/buy-back the said securities from the FlVsub-account of FII in such an eventuality.

~~Who Can Apply~~

Only the persons who are specifically addressed through a communication by or on behalfofthe Issuer directly are eligible to apply for the Debenhues. An application made by any other person will be deemed as an invalid application and rejected. In order to subscribe to the Debentures a person must belong to one ofthe categories mentioned below:

~~o Eligible financial institutions and insurance companies;~~

~~. Companies;~~

~~o Non banking finance companies (NBFCs) and Residuary NBFCs;~~

~~o Mutual funds;~~

~~. Foreign institutional investors (FIIs);~~

~~Foreign portfolio investors as permitted under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 201 4; and~~

~~Provident funds, gratuity, superannuation and pension funds, subject to their investment guidelines.~~

~~Application by Eligible Financial Institutlons~~

The application must be accompanied by certified true copies of (i) Board Resolution authorising investments or letter of authorization or power of aftomey, and (ii) specimen sipatures of authorized signatories.

~~b. Application by Insurance Companies~~

The applications must be accompanied by certified true copies of (i) Memorandum and Articles of Association/Constitution/Bye-laws, (ii) resolution authorising investment and containing operating instructions, (iii) specimen signatures of authorised signatories, and (iv) Form 15 AA for claiming

~~54 CERTIFIET I::UE COPT Private Placement Olfer Letter P rivate an d Co nJiden tia I FOR PNVATE CIRCUI.ATION ONLY Seriol Number Name of Investor~~

~~exemption from deduction of Tax on the interest income (including interest on application money), if applicable.~~

~~c. Applications by Corporate Bodies/ Companies/ Statutory Corporations/ NBFCs and RNBCs~~

The applications must be accompanied by certified true copies of (i) Memorandum and Articles of Association, (ii) resolution authorizing investment and containing operating instructions, and (iii) specimen signahres of authorized signatories.

~~d. Application by Mutual Funds~~

~~(i) A separate application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and that such applications shall not be treated as multiple applications.~~

~~(ii) The applications made by the asset management companies or custodians of a mutual fund shall clearly indicate the name of the concerned scheme for which application is being made.~~

(iii) The applications must be accompanied by certified true copies of (i) SEBI registration certificate and trust deed, (ii) resolution authorizing investment and containing operating inskuctions, and (iii) specimen signatures of authorized signatories.

~~e. Application by FIIs and sub-accounts ofFIIs~~

In case of an application made by FIIs and sub-accounts of FIIs, a certified true copy of their SEBI registration certificate must be attached to the Application Form at the time of making the application, failing which, the Issuer reseryes 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.

DISCLAIMER: PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS OFFER LETTER HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS,IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE LIST OF DOCUMENTS PROVIDED ABOVE IS ONLY INDICATIVE, AND AN II.IVESTOR IS REQUIRED TO PROVIDE ALL THOSE DOCUMENTS / AUTHORIZATIONS / INFORMATION, WHICH ARE LIKELY TO BE REQUIRED BY THE ISSUER. THE ISSUER MAY, BUT IS NOT BOTIND TO, RESPOND TO AT.IY INVESTOR FOR ANY ADDITIONAL DOCUMENTS / INFORMATION, AND CAN ACCEPT ORREJECT AN APPLICATION AS IT DEEMS FIT. INVESTMENT BY I}.IVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE PERMITTED TO I}.IVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH OF THE ABOVE CATEGORIES OF INIVESTORS IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULESiREGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING THEIR II.WESTMENTS 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.

The Debentures being offered under the Issue are subject to the provisions of the Companies Act, the Memorandum of Association and the Articles of Association of the Issuer, the terms of this Offer Letter, Application Form and other terms and conditions as may be incorporated in the Debenture Documents.

~~How to apply~~

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 relevant Application Form. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name ofthe applicant's bank, type ofaccount 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 redemption warrants.

~~Payment instructions~~

~~CERTIFIED TRUE COPY Private Placement Olfer Letter P rivate and C o nfi de n tial FOR PNVATE CIRCULATION ONLY Serial Number Name of Inveslor:~~

An Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of Indian Express Newspapers (Mumbai) Limited and crossed "Account Payee Only" that should be tendered through the Arranger. No cash will be accepted. Cheque(s) or demand draft(s) may be drawn on any bank including a co-operative bank, which is a member or a sub-member of the bankers clearing house located at Mumbai. The entire amount of INR 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 EFT/RTGS on the Pay In Date, to the bank account of the Issuer as per the details mentioned in the Application Form. The RTGS details of the Issuer are as under:

Beneficiary Name IENML Designated Account Credit Account No 22105049340 Centre Location Mumbai Bank Standard Chartered Bank Branch Standard Chartered Bank, Raheja Tower, G/F'. Unit # 3, Bandra Kurla Conrplcx, Bandra (East). Murnbai - 400 051 Account Tlpe Current Account IFSC Code scBL0036085

~~Submission ol complaed Application Form~~

All applications duly completed accompanied by account payee chequeV draftsi application money/ transfer instructions from the respective investor's account to the account of the Issuer, shall be submitted at the registered office. No payments may be made by deposit of cash.

~~Application Procedure~~

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

~~The Issuer also reserves the right to close the Issue at an earlier date upon the Issue being fully subscribed.~~

~~Fictitious Application~~

~~All fictitious applications will be rejected.~~

As a matter of abundant caution and although not applicable in the case of the Debentures, attention of applicants is specially drawn to the provisions of subsection (l) of Section 38 of the Companies Act, 2013: "Any person who: (a) makes or abets making an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, shares therein, to him, or any other person in a fictitious name, shall be liable for action under Section 447 of the Companies Act, 2013".

Basis of Allotment i Notwithstanding anything stated elsewhere, the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reasons thereof. Subject to the aforesaid, in tu} 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 Paid-up Amount as well as submit the duly completed Application Form along with other necessary documents to Indian Express Newspapers (Mumbai) Limited by the Deemed Date of Allotment.

~~Deemed Date of Allotment for the Issue is June 4, 2014.~~

~~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 all amounts payable to

56 cERTlFrEi T;.UE COPY *+ Private Placement Olkr Letter P riva t e and Co nfi denti a I FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor: the Debenture Holder(s) through eleckonic transfer of funds or RTGS.

~~Applications under Power of Attorney~~

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the investor and the tax exemption certificate/ document, if any, of the investor must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attomey 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 attomey 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.

~~PAIrI Number~~

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

~~Issue Schedule~~

~~Issue Opening Date : June 4, 2014~~

~~Issue Closing Date : June 4, 2014~~

~~Pay In Date: June 4, 2014~~

~~Deemed Date of Allotment: June 4, 2014~~

The Issuer reserves the right to change the Issue Schedule, including the Deemed Date of Allotment, at its sole discretion, without giving any reasons therefore or prior notice. Debentures will be open for subscription at the commencement of banking horus and close at the close of banking hours on the dates specified in this Offer Letter.

~~Depository Arrangements~~

~~The Issuer shall make necessary depository arrangements with the Depositories for issue and holding of Debentures in dematerialised form.~~

~~Debentures held in Dematerialised form~~

The Debentures will be issued in dematerialised form within 2 (two) working days from the Deemed Date of Allotment. The Issuer has made arrangements with the Depositories for the issue of Debentures in dematerialised form. The Depository Participant's (DP) name, depository participant identification number and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Issuer shall take necessary steps to credit the Debentures allotted to the depository account of the investor. Splitting and consolidation of the Debentures is not applicable in the dematerialised form since the saleable lot is one Debenture.

~~Investors may note that subject to applicable law, the Debentures of the Issuer would be issued and traded in dematerialised form only.~~

~~Procedure for Applying for Dematerialised Facility~~

(a) The applicant must have at least one beneficiary account with any of the DP's of the Depositories prior to making the application. 57 ffi {ffisurnnusrsrrtufls Pivate Placefient O[er Letter Private and Confdentidl FOR PN'/ATE CTRCULAT|ON ONLY Seriol Number

~~(b) The applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form.~~

~~(c) Debenhrres allotted to an applicart 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 with the Depository. In case ofjoint holders, the names should necessarily be in the samc sequence as they appear in the account details maintaincd with the DP.

~~(e) Non-transfenble allotment advice/refund orders will be directly sent to the applicant by th€ Registnr and Transfer Agent.~~

(f) Ifilcomplete,/inconect details aro given 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 ofthe Issuer.

(e) For allotment of Debentues, the address, nomination details and orher details of th€ applicant as rcgistered with its DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness ofits demographic details given ir the Application Form vis-a-vis those with its DP. In case the information is incorrect or insulficient, the lssuer would not be liable for the losses, if any.

(h) The redemption amount or other benelits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the Registrar and Traosfer Agent as on the Record Date. In case ofthose D€bentures for which the beneficial owner is not identified in the records of the Registrar and Transfer Agent as on the Record Date, the Issuer would keep in abeyance thc payment of the redemption amount or other benefits, till such time that the beneficial owner is identified by the Rcgistrar and Transfer Agent and its details are conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the benehciaries, as identified.

~~DocurDetrE to bc provided by Itrveslors~~

~~IrvestoE need to submit the following documents, as applicable:~~

~~(a) Memorandum and articles of association or other constitutional documents of the investors:~~

~~(b) Resolution authorising investme[t;~~

~~(c) Cenified true copy oftheir po\f,er ofattomey;~~

~~(d) Specimen signatues oftheir authorised signatories duly certified by an appropriate authority;~~

~~(e) Copy oftheir PAN card; and (0 Duly completed Application Form (including RTGS details). $ Modifi catior of Debentures~~

The terms and conditions ofthe Debentures may be modified by the Debenture Holders by a voting mechanism set out in the Debentue Trust Deed. There are thresholds (51% (fifty one percent), 75% (seventy five percent) or 100% (one hulr&od peicent)) which are to be mct for the Eodification ofdifferent catogories ofthc terms aDd conditions of the Debentures.

~~Righa ao rccept or reject Applications~~

~~The Boald rescrvcs its full, unqualified and absolutc ,ight to accept or reject any applicatiotr for subscription to the Debentues, in pafl or in full, without assigning any reason thereof.~~

~~Lht of Betreticirries~~

~~The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record~~

5E CERTIFIED TI.UE COPY Private Placemenl OjIer Letter Private and Confdential FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor: e Date. This shall be the list, which will be used for repayment of redemption monies, as the case may be.

~~Trustee for the Debenture Holder(s)~~

The Issuer has appointed IDBI Trusteeship Services Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter alia, specirying the powers, authorities and obligations ofthe Debenture Trustee and the Issuer, as specified in section 13 ofthe Debenture Trust Deed.

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 Holde(s). No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and Debenture Trust Deed shall more specifically set out rights and remedies of the Debenture Holders and the trranner ofenforcement thereof.

~~The Debenture Trustee ipso facto does not have the obligations of a borrower or a principal debtor or a guarantor as to the monies paid/invested by investors for the Debentures.~~

~~Sharing of Information~~

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenhre 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 affrliates nor their agents shall be liable for use of the aforesaid information.

~~Debenture Holder not a Shareholder~~

The Debenture Holder(s) will not be entitled to any ofthe rights and privileges available to the shareholders of the Issuer. 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.

~~Notices~~

~~Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed.~~

~~Succession~~

In the event of winding-up of a Debenture Holder, the Issuer will recognize the executor or administrator of the concerned Debenture Holder, or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognise such executor or administrator or other legal representative as having title to the Debenfure(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 havingjurisdiction 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 recognise such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof or indemnity.

~~Mode of Transfer/ Transmission of Debentures~~

The Debentures shall be transferable freely to all classes of Investors. It is clarified that the Debentures are not intended to be held by uny category of persons who are not Eligible Investors. Subject to the foregoing, the Debentures may be ffansferred and/or transmitted in accordance with the applicable provisions of the Companies Act, 2013. The provisions relating to transfer, transmission and other related matters in respect of shares of the Issuer contained in the Articles of Association of the Issuer and the Companies Act,2013 shall apply, mutatis mutandis (to the extent applicable to debentures), to the Debentures as well. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by Depositories and the relevant Depository Participants ofthe transfer or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the record date. In the absence of the same, interest will be paid/redemption will be made to

~~CERTIFIED rRUE COPrI l, , t~~

Private Placement Oller Letter Private and Confidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor: the person, whose name appears in the register of Debenture Holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer.

Provided further that nothing in this section shall prejudice any Power of the Issuer to register as Debenture Holder any person to whom the right to any Debenture of the Issuer has been transmitted by operation of law.

The normal procedure followed for transfer of securities held in dematerialized form shall be followed for hansfer of these debentures held in electronic form. The seller should give delivery instructions containing details of the buyer's depository participant account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure for transfer of debentures.

The Debennges shall be issued only in dematerialised form in compliance with the provisions of the Depositories Act, 1996 (as amended from time to time), any other applicable regulations (including of any relivant stock exchange) and these conditions. No physical certificates ofthe Debentures would be issued. The issue of the Debentures shall be made in dematerialised form. However, the Issuer will use a common transfer form for physical Debentures ifat a later stage there, pursuant to a change in applicable law, is any holding in physical form due to the Depository giving any investor the option to rematerialise the Debentures.

~~Purchase and Sale of Debentures by the Issuer~~

The Issuer may, at any time and from time to time, purchase Debentures at the price available in the debt market in accordance with the applicable laws. Such Debentures may, at the option ofthe Issuer, be cancelled, held or reissu€d at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law. In the event of purchase of Debentures by the Issuer, the Issuer will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders.

~~Effect of Holidays~~

Should the interest date fall on a day which is not a Business Day, the next working day shall be considered as the effective date(s) for that payment (provided that if the following payment date falls within the next calendar month, the payment date shall be the immediately preceding business day, so that the payment date falls within the same calendar month). The interest payable shall not be adjusted due to the payment being made on the next working day.

~~If the redemption date falls on a day which is not a Business Day, the previous working day shall be considered as effective date for that payment.~~

~~Letters of Allotment~~

The Issuer shall issue a letter of allotment to each Debenture Holder on the Deemed Date of Allotment evidencing the Debentures allotted to it. The aforesaid letter of allotment shall be replaced with the actual credit of Debentures, in dematerialised forrry within 2 (two) Business Days from the Deemed Date of Allotment.

~~Deemed Date of Allotment~~

~~All the benefits under the Debentures will accrue to the investor from the specified Deemed Date of The Deemed Date of Allotment for the Issue is Jlune 4,2014.~~

~~Record Date~~

The record date for payment of interest amounts and repayment of redemption amounts shall be 15 (fifteen) Business Days prior to the relevant coupon payment date or the relevant date of redemption of such Debentures, as applicable.

~~Refunds~~

~~For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within l0 (ten) Business Days from the Deemed Date of Allotment of the Debentures.~~

ln 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

60 CERTIFIED TRUE CCPY Private Placement Ofer Letter Private and Conlidential FOR PRIVATE CIRC UITITION ONLY i upon receiving instructioN in relation to the same fiom the Issuer repay the moneys to the extent ofsuch excess, if any.

~~If the Debetrtures are not listed on the WDM within 15 (fifteen) days, the entie amount will be refirnded to the Debenture Holders.~~

~~Trx Deduction rt Source~~

Tax as applicable under the Income Tax Act, 196l will be deducted at source. Tax exemption certificate/document, under Section 195(3) or Section 197(l) of the Income Tax Act, 1961, if any, must be lodged at rhe oIlice ofthe Issuer before the Record Date. Tax exemption certificate for interest on application money, ifany, should be lodged along with the Application Form.

~~Pryme]la on Redemption~~

No action is required on the part of the Debenture Holde(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTCS/EFT to those Debenture Holders whose names appear on the list of beneficiaries mailtaioed by the Regishar alld TraNfe! Agent. The names would be as per the Registrar and Tlansfer Agent's records on the relevant Record Date fixed for the purpose of redemption. All such Debentwes will be simultaneously redeemed through appropriate debit corporate actioD.

Payments on each redemption date will be made by way of cheque(s/ demand &aft(s)/ credit through RTGS systen/ funds transfer in the name of Debenture Holde(s) whose names appear on the list of beqeircial owners given by the Depositories to the lssuer and the Registrar as on the Record Date.

The Debentures shall be taken as discharged to the relevant extent on payment of the applicable (in full or in part, as applicable) redemption amount by the lssuer on the related redemption date to the registered Debenturc Holder(s) whose name appears in the Register of Debentue Holde(s) on the relevant Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Debentue Holder(s). On such payment being made, the Issuer will inform the Depository and accordingly the accourt of the Debentue Holde(s) with the Depository will be adjusted.

~~On the Issuer dispatching the amount as specified above in respecl ofthe Debentures, the liability ofthe lssuer shall stand extinguished.~~

~~Los! of Letter(c) of Allotment / Prirciprl rtld Interest Pryment Instrumetrts~~

Loss of Lette(s) of Allotment and/ or principal pa)rment instrument / interest payment instrument should be intimated to the Issucr along with the request for issue of a duplicate Letter(s) of Allotme[V payment instrument(s). If any Lette(s) of Allotmenu payment instument(s) is lost, stolen, or destsoyed, then upon production of proof thereof. to the satisfaction ofthe Issuer aad upon fumishing such inderuity, as the Issuer may deem adequate and upon payment of any expenses incurred by the Issuer in coDnection thereof, new Lette(s) of Allotment / payment i$trument(s) shall be issued. A fee will be charged by the Issuer, not exceeding such sum as may be prescribed by law.

~~Governing Lsw snd the Jurfudictio[ ofthe Courts~~

The Debenturcs are govemed by and shall be consEued in accordance with Indian law. Any dispute arising thereof will be subject to the non-exclusive jurisdiction of couis and tribunals of Mumbai and the Issuer inevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction ofthose courts or tribunals.

~~Permission / Colsent from the prior creditor! rud undertrking on creation of charge~~

~~Not applicable since the security will be created after the existing charges are released~~

~~Mslerirl Contrrcb rnd AgreemeDt!~~

~~Set out below is the statement containing particulars of, dates of, and parties to all material contracts and agrc€ments ofthe lssuer relaling to the lssue:~~

~~CERIIEIEDTRUECO?tr- Private Placement Olfer Letter Private and Contidential FOR PNYATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~Sr. No. Contracts and Authorisations related to present Issue~~

~~I Certified copy of the Memorandum of Association and Articles of Association of the Issuer.~~

~~2. Certified true copy of the resolution dated May 15, 2014 passed by the Board approving the issue of Debentures.~~

~~3. Certified true copy of the resolution passed by the Members of the Issuer on May 15, 2014 under section 180(l)(a) of the Companies Act, 2013.~~

~~4. Certified true copy of the resolution passed by the Members of the Issuer on May 15, 2014 under Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.~~

~~5. Credit rating letter from Brickwork Ratings India Private Limited dated May 26,2014.~~

~~6. Letter from IDBI Trusteeship Services Limited giving its consent to act as the Debenture Trustee dated May 19,2014.~~

~~7. Consent of Sharepro Services (India) Private Limited to act as Registrar and Transfer Agent vide their letter dated May I 9, 20 14.~~

~~8. Copy of the Debenture Trust Deed.~~

~~9. Copy of the Debenture Trustee Agreement. lo' .r Copy of the Accounts Agreement. ll. Copy of the section 281 indemnity dated June 2,2014 issued by the Issuer in favour of the Debenture Trustee.~~

Copies of the contracts and documents, maybe inspected at the Registered Office of the Issuer between 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) until the date of closing of the Issue.

~~The declaration by Vaidehi Thakar, a director of the Issuer, in respect of the Issue has been provided as Annexure 5 (Declaration of Director).~~

~~CERTIFIED TRUE COPY~~

~~62 Privo t e P loce Den t Oter Le t ter Privote and Conldennol : FOR PNYATE CIRCUITTIION ONLY~~

~~DECLARATION~~

We arc aur.horised by r-he board of Directors ofthe Issuer by rcsolution number 5 dated May 15,2014 lo sign this lbrm and declore that all thc requiremenls ofcompaoies Act, 2013 and lh. rules made thereunder in rcspecl ol rhe subjecr rlatter of this form ard matcrs incidcntal thereto havc been complied with. The OlTer Lettcr contains full disclosures in accordance with lhe SEBI Debt Regulations issued vide Circuld No. LAD- NRO/GN/2008/13/127878 daled JuDe 6,2008,6s amendcd fiom lime lo time. Whatever is staled in this lbrm and in thc attacbmenls therelo is true, correcl and complel€ and no inlbrmation tnaterial to the $lbjcct rnaller of dris form has been suppresxd or coocealed and is as per tIe original records mainrained by thc promoters subsoribing to lhe Mcmo.ardum of Associ.lion ond Anicles of Associalion. It is further declared and verilied that all the required anachrnents have been completely, correctly and leSibly attachcd ro lhis forDr.

~~(MuEbai) Llmited~~

~~Place: Mumbai Date: June 2, 2014~~

~~CERTIFIED TRUE COPT~~

~~6) ,'~~

~~Private Placement Oller Letter Private and Confidential FOR PNYATE CIRCULATION ONLY Serial Number Name of Inveslor:~~

~~ANNEXURE I: CREDIT RATING LETTER AND RATIONALE FROM BRICKWORI( RATINGS INDIA PRIVATE LIMITED~~

~~+r*+,~~

~~8WR/BNG/Rl/2or4-r5lott53 z(r,rMsY, eo4 lilrickffi F.#HX',ltS**i"**'*'* ExoreseTowess' Ndrir"" foiot, Uumbai - 4oo ozt Contac{ no:434r4too~~

~~Dear Sir,~~

ffi l;#H,:';1xilffi rs.,sJ1ffilts*xls$:",:,*Ttr[H|1?*?*.,jH;""::"r'x months. tructured**urcdNcD H::iil.?#l'ff silHl#iHY*l,*'l;l;xfrH*'ffi ilhffi jll;ii^.?G:E'!ftH:ffi';"fi 'nff 'Liil't*oxl',H ffih,llffi ffi'iif'

llrel{trtilgissubjecttocompletionanilsubmissiouofthefollowinSdocumentstoBrickrrorkRatings: with the inilicative terrn sheet that ry\do the tcrms in line r." Executed transaciion documents to Brick*o1k'Rrfinfs provided hy thccompany -., of the traossctlon ,. 'r,iut opioioo on the enforceability ,lreraringisvaridf [ or.ooc_)'earff 1*:$:::l:::fl*lr"'JJi'S$:;ffi fi llT,lltl"trHffi #n*'fJ,l,ffffll'f'l'""'' Brk jhrr:rkRatingsy"llT*i$#,$ffi t *il:",J"fl'j}S$g'#i?*B::*i#:ffi':; Plecse mnkc available to without anY delaY' ffi *\*"f iS *"ffi *L"nshf.l#r.tulh"Hr*Hffi itf $'ffi 'YhiJf puriose whatsoever'

~~Best Reg,ards,~~

~~o'!s dhbL~~

i$dtaEv!ryFn run6rurt6vhld vhrct ercrlcrndtobtEunis.EwBu::TI:;t:H;hrhiE{ortLPGddt'Eicerc rrcrnd't" *^"ffi ;l$'lffim:"mffi: ,H m bo tnd'd s s ro ch'aE' ED@d a rwr tt' -rq ur3D"a Ut.e-", 'tdli rytj:j::.ffi; co{riLftpo'rq ;; rvrr hs 'i'ht *i"*J"0," idrdtv w ftmerv bJ iqv M$ru' uithd?w iho rrtlrS'",dthto 81 ary tiG

64 CERTIFIED TRUE COPY a Private Placemeil Olfer Letter Private and Confidential FOR PNYATE CIRCULIITION ONLY Serial Number Name of Investor: .i +f*++ lflrick{or( I-*.* t",.o Rating Rationale Brickwork Ratings assigns 'BIVR A+(SO)' rating firr the proposed secured structured NCD Lssue elf INR ttlo Crores of Indinn lixpress Newspapers Mumbai Limitetl (IUNL)

~~NCD Rating: Bl\'R A+(S0)~~

BrickwCIrt Ratings (BWR) has assigned the rating of '81{R A+(SO)' (Pronounced BWR Single A PIus Struc,hued Obligation) with a stable outlook for the pmposed secured structured NCD issue of lndian Bxpress Newspapers Mumbai Limited CIENf or 'the Company') amounting to INR too crores for tenor of 18 months.

BWR has esseutially relied upon the draft term sheet outlining the structure of the deal, audited financial results of the issrrcr lEl.ll as wdl as Pune lnfoport h/t Ltd (PIPL) who is the majority shareholder in issuer aod infonnation and clarification provided by the issuer.

The rating factors prcmoter's experience and expertise in real estate business, strong profile of promoters (Blaclstone, Pandrshil Gmup) and potential reflnancing of NCD as lease rental discounting from the property which the company is acquiring. The rating further, takes into wnsideration the strategic location of the property in Mumbai's business district with strong and dirrersified tenant profile.

However, the rating is constrained by refinance risk associated wifh the instnrment, sustained increase in iDter€st rate could increase repayment obligation and sudden termination of lease deed due to sluggish macnrenomic fac'tors leading to stress on overall cash llows.

~~Company/ Promoterts Background I Indian Exprss Nerspapers Mumbai Limited IENL) lease out Express Towers, its commercial rcal estate property located in the Nariman Point region of South Mumbai.~~

Pune Infoport Private Limited (PIPL), a JV between Blackstone Real Estate Partners (BREP) and Panchshil Group fPanchshil'), has acquired 97A22% stake in Indian Express Newspapers Umited Mumbai OENL) which holds Erpress Tower ([tre Asse|. Currently, IENL is 97$2296 conbolled by Pune Infoport Prirrate Limited (PIPL), which is engsged in the business of asset/facility management

~~rtrrry.hrickworkratings. com May aor4~~

~~CERTIFIED TRUE COPT ,~~

~~Private Placement Oller Letter P r ivate a nd Co nJide n tial FOR PNI/ATE CIRCULATION ONLY Serial Number Name of Inveslor:~~

ProJcct Dttails It€ Bryreec Tomr with t*d poteodal leaceHe area 6 qorg34. Eqft b loced ln Nrrhm Point, Uunbii tte tor*tr b r primc omryrdal rrrrt ltt &c CBD of MuuM, riturud b a hub of f,mrdal rd legd ravis flna. Ite tomcr hg Bltx cHp tenrrttr su& ar Uc.Kin*y, Blactstone, AZB, Beak af Amtrlcc ad Wuburg Piocus erE. the uc€t b Eupportcd by erry rm Sroug! Mumbel'r pHtr trurptrt nctrno** Blrclcat+oe ad h&rhil grarp haw tslntly acquired *ale in IENI, fil'ldod by mh of ecufry .d debt Tte popoeed NCD pslcecd$ lssued by 1ENL wtll be dilhe to r€dre odslrE d*t rod purchese a f,oqr in B,rprcso Tortu dhecd,t mm€d by Eryrco gtrroP. Tbe Ptqlosed NCD is scculed atrlrt &d and achdve chrrge orer &c rss€* imludltrS leaeeLold rt*bts oret the hod and firct ard adrsfue cheqe by wry of hypodtocdon on poeeem and ftttr &ilels/r€c€hnbl€s hon thc lect. Thc propoc€d NCD flill batrt fixd motbly lostdLrce .leqnble fiun notal rEcdrrables dll 18 oonths. lte mtstrndiag amoutt of propos€d NCD $tfll be re0oaaced aa lease rentrl dircountl$ (LRDIhanfmnbant onmrturltyof the propoeedNCDfadltty.

~~Oudocil.: lte esncd rattng ls prttoadly a fuocdoa of totd dherene of tle isarcr to the tcrm shed' shrrdwith Bddnrorteodcnforceocotof eccuritywttbloAccfiedtlmeof occrrnooeof ar ctedofdrfrult~~

lte Redog ls $tbj€d m comfledoa ud srbmbdo of &e hlht*lq docunem to Bd*tiut Ratingr: r. Exeorted trrlst.don docotnctrts that indrdct &c term ln llnc wftn Orc indlofire trtm sheetpoorddedby thc oupary oDrttlilort Radngs a tcgal o,flnlon on the arfreerblliS ofthcrrarcacdon

~~CotA il€sd Ore company'e ebllity to refinancc tlre I.ICD with LRD tn sdpolatd dme perlod vqild bc Ley radry seogeiw.~~

~~Anslysts Contact Relationship Contact [email protected] bdto,briclq/rorkrati ngs.corn~~

~~Phone Illedia Contact r-860-azs-a7az mediarabrickworkratin gs.com~~

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~~www.brickworkratityr.urm Mry !o1{~~

~~CERTIFIED TP.UE CoPY 66 a Private Placement Olfer Letter P rivate and Confidential 3, FOR PNVATE CIRCUD|TION ONLY Serial Number Name of Investor: 3 ANNEXURE 2: CONSENT LETTER FROM DEBENTURE TRUSTEE~~

~~IDBI Services Ltd.'~~

No, 5I2ITSUOPR/CUI,|-IrDEB/tl $Orfic" . Mry te. mtl Ashn Bd*re.groldfbr, t7. R- KrFrri llr!.ofrEta*. ULT.oN PEREIRA ,.urti-tlmS1. INDIAIY EXPRESS NEWSPAPERS (MUMBAT' LTD. EXPRESS TOnERg Nu{nun Poirn, Munbrl - illX! 0t I DrrSir,

Tiis it wirh rBfuftae to ),orr ffiril dilcd Mry tq mlf rcauding rppofuuncu of lDBl Tn6lccrhip Srrvicoe Limitcd r De0cmrc Tnrse ftr tlr pmpoocd isr of I.ICD (lmo REDEEMABI€, AMORTISING, USTEO, RATED, NON€ONVERTIBLE DEBENTURES OF FACE VALUE OF INR. 10.00.000 EACH ACCREGATTNC uP TO INR 1m,00,00,0m ON A PRIVATE PLACEMENT EASIS). ln this conneaion we confirm rur rcccaancc of tlx xiitnrndrt.

~~Wc ort 4rccrblo fq lnclrsion of our naroc rr truic. in drs Discloaurc Docurnulisting applicrlioorury odlt documnt to bc lllod wi$r Stodt ErctEngd(s) subjer to 0re following cordirionr:~~

I ' Tb Coryry qrccr rnd undq*cs to cr:lc tho rcurirics *{latwr rgplicaHc ovct urh of itr iffinovrlh !d morillue FoP.Itlu md on such ct n! ard condhlons l! agred by thc Debcrturc holdcrs rnd dirloro in thc lnfomuloa [fcnrgandwn cr Disclocrst Docomcai snd cxccuta,tha t).bcntulc Tnrsl Dccd .rd olher nacassry s.sutity documct{r for cech *tisr of dcbcntunr rs apprcvrd by rhc Dchu(l Truitcq within r pcriod s rgrcai by ur in th3 lnfonn*ion Mcmorlodum or Disclorurt Document in any casc not cxcceding I montit frun thidate orrlloamcnl

2. lh9 Comry1f ag.cs & udciratB lo psy ro rhc tlbcoturc Trunels so long 93 they hold rhc officc of Dhb.dttr! $t Tru& rtrnqguiqr r sracd ebovc for ttcir rrvicrt as O.U-rri ir.sti in-laairioo !o rll l3g4 tnwling rtd otft.t cstt' du8os tnd cxpcrucs wiich rhc Deh:ntur.a Iruslsc or thcir ofliccn, crnployecs or rgJtf mry incur in rolstior ro crocutbn of thc D.bmnrtt Tntsl tlcd rnd rI

3. .3rccs & llf-CqIryt um5*1 p.corypty wirh thc provisioos-of SEB! (Dcbcnnl'r Truero6) Rc8utarims, 1993, sEBr 0ssue ud Lisrioqlo^t--Dch nelur*nl zm, ssdi 6i"r* iio. srsu,MD,Dor- l/3ond200sl l{}5 dacd I lo5/2009_or ll!1ut -id siagffica-urfrg A{F!.rrri i- o.L-s**lr;. ,hc circslr No. sEBl4MD/DoF-l/BoNBcit-vigop *il, sEBa a.rio uri ioirr xo*ruor, zoii, ,ilt"ip""* Acr, t9j6 rd olh?t rpdicsblc provisions ss rmcndcd 8o.n dmc ro rimc rnd.g..;ffirt ;;;;il:l"t infonuion in tlrmr ofth. r.rfr on rcgulu barir

4' Any Payment in respco of Debortucs requitcd to bG mldc by rh D.b.nturc Trusrcc to r Dcbclt.. Hotdcr (who k I Ftl Eiliry) !t rhc rim. of aftrccrnem'would. if rcqu-iJly rppliceblq trw, bc subtrt ro rhc pior rpporal of RBI for such reminarcc thorough an eurnorizca'oealli i'tiiompanyltnrcsto. *"rr 6utun Ji rrh rpprovars, if iiord; ili ;ffi:,L shau nor excecd Hl#_;;'Xm**grur invtstnrnr (urd inricn po"roci il'r-.iil-^Ji5151'. : * t';h"-ffiffiffi.rif*H'lii;3,itbdn"i Yon fridrfully, For IDBI Tn{ccsHp lctrnr, Scrvlcit Lrd For INDIAN f,XPRESS &e+fl ) LTD. (Authoriscd Signarory)

~~Ilr.Hbfuudlradrr~~

~~67 A~~

~~Private Placement Olfer Letter Private and ConJidential FOR PNYATE CIRCULATION ONLY Seriol Number Name of Investor:~~

~~ANIYEXURE 3: IN.PRINCIPLE LISTING APPROVAL~~

~~,,,1 ' '.;. 'r~~

~~rl"' ' . .. .:' , ,.',1: SSE Lhiri:n€Sisd ofto:flry 2s.P, Tffir,DrH saDetr.loi{i 4oool lnd. f: +a1 T2 till l2y. I 31 ?. r, I 22 nl I I @] uamrrtroedrcm *=sffi~~

~~CIN NOiu67120MH2005PLCl 551 88 DCSICOMPIII t(l P-PPOI/3U1 1-1 5 May 30,2014~~

the Cbmpany Secretary Indlan Exprest N€wrpap€rt (Mumbal) Ltd Expreps Tou,ers. Narlman Polnt, Mumbd-400021 Rc: Prlvate Plaq$ment ot Re€demable Amortlslno LlstGd Ratcd And Secured Non Convertlble Debentur€s Of the Fac€ Valu€ of Rs. lo.oo.ooo/' eaql.for cash agoreoauno upto 10O crore.

We ackrrcwledge rocaipt ol your applicdion through onliru portal on May 29, 2014 s€eking ln' trhclple apptoval for bsue ol csptloned security. ln thb rcgad, lhe Exchange ls pleased lo grant in-prirrciple approval tor llsting suuect to lullllllng tho lollorlng conditbns: ' l. FIIrts d lisling appllcatlon and €x€cuthn ol lho dcbt lstlng agnaomont

~~2. Payment ot fee3 d may be prescribed from time to tkne.~~

3. Complianca wiur Securitas and Exchengc Board ot lndh (lssue and Unhg of Dobt Secudtios) Regulatlons, 2008 es amended 2012, and gubmb$lon ot Dlsdostt.E and DocumenG as pet Rcgt{auons 21, ln the {ormat specified h Sdpdule I of the said , Reguhtions and also Complanco wlth provisaons of Companioe Ad 2013.

~~4; Recdpt of Stafutory & other apprwals & complianc. of $id€tn63 bsued by ho statubry aulhoriu$ includlrE SEBI, RBl, DCA etc. as rnay be appllcable.~~

~~6. Compliance with change in tho ouidolines, rogulalions direcdons of tha Excfiang€ or any straMory autho.ilies, do6umentary requircm€nls from tirfto to tkne.~~

This ln Princlple Approval b valld for a pedod ot 1 year from the dale ot l6srs ot thb tetter. Tho Errchange res€we8 its .lght to wllhdraw lla ln-prlndph apprcval at any later slaga if he inlormabn eubmilled to the Exchsrrg€ h h'und trc be incomplete/ trcorecumlsleadhgrhhe or for any contravention of Rules, Bye-laws and Regutstlom of the E)change, Listing AgrEment, Guidennes/Reguhtlong i$ued by th€ statulory authorillos elc. Furlher, lt ls subJect to paymont of dl applicable charges levled by tho Excharpe for usage of any spt€m. 8oh/vEre.or 8imilar such hcilities provided by BSE u/ftich the Cornpany ehall avail to procoss tha applicatlcn ot sccudties for which approval b given vk . thb lettsl''

~~Yours fsithfrrlly,~~

~~Asst. Gen Manager AB8L Manag€r~~

~~SEnSEX hdia's index the world track~~

~~CERTmED TRUE CoPy 68 t Private Placement Ofer Letter Private and Confidential . FOR PNYATE CIRCUIATION ONLY Serial Number Name oflnvestor: : AIINEXURE 4: APPLICATION FORM~~

Indian Express Newspapers (Mumbai) Limited Registered Olfice: Express Towers, Nariman Point, Mumbai - 400021 Corporate Office: Parking level, Hilton side, Express Towers, Nariman Point, Mumbai - 400021 Tel. No.: + 9l-22-43414100; Fax No.: + 9l-22-434141l0

~~APPLICATION FORM FOR PRIVATE PLACEMENT OF REDEEMABLE, AMORTISING, LISTED, RATED AI\D SECURED NON-COI\MERTIBLE DEBENTURES ("Debentures")~~

~~ISSUE OPENS ON: June 4,2014 CLOSING ON: June 4,2014 Date of Application:~~

~~Dear Sirs,~~

We have received, read, reviewed and understood all the contents, terms and conditions and required disclosures in the private placement offer letter dated June 2,2014. We have also done all the required due diligence (legal or otherwise) without relying upon the information contained in the private placement offer letter. Now, therefore, we hereby agree to accept the Debentures mentioned hereunder or such smaller number as may be allocated to us, subject to the terms of the said private placement offer letter, this application form and the documents. We undertake that we will sign all such other documents and do all such other acts, if any, necessary on our part to enable us to be registered as the holder(s) ofthe Debentures which may be allotted to us.

We authorise you to place our name(s) on the Register of Debenture Holders of the Issuer that may be so allocated and to register our address(es) as given below. We note that the Issuer is entitled in their absolute discretion to accept or reject this application in whole or in part without assigning any reason whatsoever.

~~Yours faithfully, For (Name of the ApplicanQ~~

~~(Name and Signature of Authorised Sipatory) The details of the application are as follows:~~

~~DEBENTURES APPLIED FOR _ Nominal value of INR per Debenhue~~

~~FOR BANK USE ONLY~~

Paid-up Amount (INR) (in fieures) Paid-up Amount (INR) PARTICULARS OF DP ID (ln words) RTGS/Chequeffund Cheque/Demand RTGS/Cheque/ Transfer/ Demand Draft No.AJTR Demand Drafl/ DP Name Draft drawn on (Name No. in case of fund transfer DP IDNo. ofBank and Branch) RTGS/ A./c no Date incase ofFT Client ID No Tax status ofthe Applicant (please tick one) l. Non Exempt 2. Exempt under Self-declaration Under Statute Certificate from I.T. Authoriw \ ' (t- tla )' fih ) t,* t S'a:;\

~~CERTTFIED TRUE COPY~~

~~69 Private Placement Offer Letter Private and ConJidential FOR PNI'ATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~PAYMENT PREFERENCE~~

~~Cheque Draft RTGS Payable at APPLICANT'S NAME IN FULL:~~

~~Tax payer's PAIrI or GIR No. if IT Circle/ Ward/ allotted District tr{atI.INC aODRESS IN FULL (Do not repeat name) (Post Box No. alone is not suffrcient)~~

~~Pin Tel Fax~~

~~CONTACT PERSON~~

~~NAME DESIGNATION~~

~~TEL.NO. FAX NO.~~

~~Email~~

~~TO BE FILLED IN BY THE APPLICANT~~

~~Name of the Authorized Designation Signature Sienatory(ies)~~

~~Regd office:~~

~~APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE DEBENTURES (To be filled by the Applicant) ACKNOWLEDGEMENT SLIP an application for debenhres~~

~~Ad&ess cheque/ draft No.-~~

~~- for Rs. (in~~

~~for Rs. (in words)~~

~~70 CERTIFIED TRUE COPY a Private Placement Offer Letter Private and ConJidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~Application must be completed in full BLOCK LETTERS IN ENGLISH except in case of signature. Applications, which are not complete in every respect, are liable to be rejected.~~

~~2. Payments must be made by RTGS or cheque marked 'A,/c Payee only' or bank draft drawn in favour of "Indian Express Newspapers (Mumbai) Limited" and as per the following details:~~

~~Bank : Standard Chartered Bank~~

~~Branch : Standard Chartered Bank, Raheja Tower, G/F, Unit # 3, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051~~

~~Account No. : 22105049340~~

~~IFSC Code : SCBL0036085~~

~~MICR : 400036022~~

Cheque or bank draft should be drawn on a scheduled bank payable at par. Money orders or postal orders will not be accepted. Payment shall be made from the bank account ofthe person subscribing. In case ofjointholders, monies payable shall be paid from the bank account ofthe person whose name appears first in the application. No cash will be accepted.

3. The Original Application Form along with relevant documents should be forwarded to the Registered Office of the Issuer to the attention of Dillon Pereira, on the same day the application money is deposited in the Bank. A copy of PAN Card must accompany the application.

~~4. In the event of the Debentures offered being over-subscribed, the same will be allotted on a first come first serve basis by the Issuer.~~

~~5. The Debentures shall be issued in demat form only and subscribers may carefully fill in the details of Client ID/ DP ID.~~

6. ln the case of application made under Power of Attomey or by limited companies, following documents (attested by Company Secretary /Directors/Authorised Signatories) must be lodged along with the application or sent directly to the Issuer at its Registered Offrce to the attention of Dillon Pereira along with a copy of the Application Form.

~~a. Certificate of Incorporation and Memorandum & Articles of Association;~~

b. Resolution of the Board of Directors and identification of those who have authority to operate; or power of attorney granted to its managers, oflicers, authorized persons or employees to transact business on its behalf (or in the case of application by a custodian on behalf of a SEBI registered FII, the power ofattorney provided to the custodian);

~~c. Certificate of registration;~~

~~d. PAN (otherwise exemption certificate by IT authorities);~~

~~e. DP ID, Client ID, DP Name;~~

~~f. Bank Account Details; and~~

~~g. Tax Residency Certificate.~~

~~7. The attention of applicants is drawn to Sub-Section (l) of Section 38 of the Companies Act, 2013, which is reproduced below:~~

~~Any person who:~~

~~(a) makes or abets making an application in a lictitious name to a company for acquiing, subscribing for, its securities ; or~~

~~CERTIFIED TN,UE COPT a~~

~~Private Placement Oller Letter Private and Conlidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~(b) makes or abets making of multiple applications to a company in different names or in diferent combinations of his name or surnamefor acquiring or subscribingfor its securities; or~~

~~(c) otherwise induces directly or indirectly a compqny to allot, or register any transfer of, shares therein, to him, or any other person in afictitious name,~~

~~shall be liable for action under Section 447 of the Companies Act, 20 I 3.~~

8. The applicant represents and confirms that it has understood the terms and conditions ofthe Debentures and is authorised and eligible to invest in the same and perform any obligations related to such investment.

~~COPY CERTIFIED TRUE~~

~~'- l' ,r~~

~~72 ! Private Placement Oller Letter Pivate and ConJidential~~

~~.Je_ FOR PNYATE CIRCULATION ONLY Seriol Number Name of Investor: r AI\NEXURE 5: DECLARATION OF DIRECTOR~~

~~![85fi13i3~~

~~DECI,,;\RATION~~

lndian Exprss Newspapcrs (Mumbai) Limited (rhc'Iroocf) proposes to issue up h 1000 redcemablc, arnonising raed, listed and sccurpd non-convertiblc &bcnturcs offacc valuc of INR 1,000,000/- each (tlrc'Ilebcnturcr"), agercgtring up lo INR t,000,000,000 on a privarc placcmcnt basis (the "Isrue').

~~In rclation to rhe lssuc, I, r direcor ofthc ts$er, hcrtby dcclarc rh*:~~

~~(a) the Issucr has compllcd wirh thc prwisions of drc cornpanics Act, 2013 and thc rutes madcthertun@~~

o) compliancc with tlrc comprnhs Acq 20t3 srd the rules nude tlrcreunder docs not impty thu the payncnt of dividcnd or intcrc$ or tlrc repaymcnt of Debcnturcg if applicablc is grururEcd by dre CenEal Govtrnmcn[ and

~~(c) the monhs rceivcd uodcr this Issuc shall bc uscd only for the purposcs and objects indicatcd in the privmc placcment oftr lctrcr to bc isrod by the iss.rer.~~

~~For Indlan Expres Newspa?ers (Mtottbai) Ud.~~

~~Placc: Mumhi~~

~~(WDatc:rH=,2014~~

~~lrdr.t E Sr.c Lmf.p.r flmld) UA Wrhlb: Itfr.qlr$!ffir.h clN - t zllzutl t59Ptc0!t3m nn! Enrcf E-rffi0aOl&rrr"h~~

~~73 CERTIFIEI TILIE COPY a~~

~~Private Placement Olfer Letter P riv ate and Co nfi denti a I FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:~~

~~ANNEXITRE 6: BOARD RESOLUTION~~

~~ll1ffffr8F3~~

CSNflNCD COT'Y OF THE RESOLUTIOI| PASStrD IN TT{E MEETTITG OT SOAND OF DIRE,CTONS OF TI{E CO}IPAT{Y TISLD ON THUNSD^Y MAY t5. tOI' TTIE RGGISTBnED OFTICE Ar ExPAf,SS TOWER$ NARII{aN ?O!I{T, MUII{'A| il00^T (nl

The Cunpony has propced lo iE&ro up to 10m t! 5% Gdamablo. listad, ?abd ad lecursd norco.rys.tiblo d€benfuisl ol tho nomind vdus d HR r,0m,000 ecfi. .ggrrg€ting to INR 1000,000,000 (horoimnc, Uo'Octrntsr6') by tlrc Co.npany (!rc 'llaua') on a private pl€com€nt b63rg tor'reft,r (a) rsfinilchg ot qrigtirU Ftrrsnoial lodotlrdness. (b) finarElng trc lndion Expr.sr Floor' Acquisition, (c) all hes, coih and !rpcn3.l h relaton to 016 lndi.n Exrr.rs Fhorr Apquisilion and the lssue ar6 (d) gclrrral bush€66 purpocGs ol thc Cotnpany h ddion lo thr ProJ€ct Assob, idrrding bul rEl li.niLd lo financir8 .ny valuc €ccrdhia c6ts incunld on the Lafid or ths ProJocl {crtihiircd bnni lJsed rn (a}, (b). (c} end (O ar. &nned h th€ Dcbenture Tru$ Oeed).

~~Thc Bo'rd dbcuss€d th. propGal rnd eggrowd b creatcad bsr,rc Src Ocbonlune.~~

~~The blliling ,Eduibn wrr tlnlrimcldy p....d h lhl3 rrgard:-~~

(ReSOLVEO Ttl T, lrrbird to $a .Fp.qnal a, flc mcmbafi o, tn ComFry. th. Company be and i3 hcobr auhorird to i!5us up to 1000 11.5rh rcdeematle. lsH. raEd and sccurcd non{onvrrtibh do,bcntuBs of lhe nomind yalua ol INR 1,0(n.0m cach, aggrugatinE to INR 1000,000.000 to bo issu.d in ooa tranctlo tor clrsh d per to [ro tbce value on a privtla drcamonl barit in phyiicaydamdarializrd fom. tro po6'elivo irwasto.s lrt ding complnb!, bodi6 corpor€fe, non banking financial comp€nb8 o( 3latubry oorporltiont, ,lnarchl ln lilutbm. {ordgn inititutbnal invrrto€ artd oiher efgibts irve.tors as Par thC Lrmt and cond[pn3 b bo 3al Oul in tm privrto placomont ofrlr Ltts (the 'Ofrr Lror,) b b. b$r.d by tr Company and the d.banturs tn st dsod b be cmoltid n rihtica b thQ brua o, DaDanturar {Src 'Dtbroturr Tilat D..d') befif,E n th. Co,nplny and th. UrbarIur! Tn ibr (6 ffn.d bakm).

~~"RESOLVEO FURTHER THAT [te Conpany do6 horeby app*rl;~~

(D lOBl Trud.ship Se'virG' LimiEd * d.b.fitun tnee fthbmt|rr Tnrt .') n n4act of tha p.ogos.d irarance of Dabmlurea. wlrilr appohtncnt is haEby tPProvatlt (ii) Babtrrort R.tinga hdra Priyato Lrmitcd ss he'Rattng Aooncy'on cudt hrms and conditlonr ei m.y bo agroed wath lhr Raling Agoncy. uri*rr sppointm€nt b eeP^"{"> hrcby rpovcd;

~~CERTIFIED TRUE COPY~~

74 Pivate Placement Oller Letter Private and Contidential FOR PNYATE CIRCUI.ATION ONLY Serial Number Name oJ lnvestor: : il!Fxpress (rv) shsrero srryrccr rnc. Prlyde Umutt c Ele Rcsbtr.r t *.*j;ltQfief$ rppohlrnant b hoi€by approrrld.

"R!!()LVEO nffiBtR TIIAT ay onr Dirctorol the Cotnpony ard Mr Oillon Peeira, \rcr FrlsHanl Finenca Of thr Company CAuthorborl Rrp?..rntrtlv..') ac her.by ruthodzcd b oegothb and ,kr.lba tha larnB of Sto b3LE ,rd lo orccute any docurncntE rtqrltd ln connaction wifi, and rndllray to, thg l6auenc. ol tho Dsbenh.res.'

"RESOLVED FUR?l{lR THAT 01e Comp$y do cte.b ar leqrrity for the due mdo(manco and dischsqc by the Company of its obtrgations ed l,ebililios in relatbn lo tha ocbenturo3 B ltrrl rgnkhg perl poseu nEng.ee and dlergo ovcr the Land and Pro,ect Atr6b, Conp.ny Contrectr (o dncd in thc Ocbertrro Tru3t Oeed), Recoivabtes (a3 dcfinrd in lhc Orb.ntur. Trult M) end Accqrnt Aiscts (as dcfined in thc Debcnture Tru3t Dcodl. in farour o{ ths Dcbcnturr Trwtro lor th. b.n.fit of tho dcbenturo hdder!, in auch msnncr and on ruch lerms u r.t out in ha &b€{lture Trugt Deed.'

"RESOLVED FURTHER fHAr &. termr d (i) ih€ OcDc.rturt Tru3t Deed, (ii) th6 dcbcntuc burtac agrcomcnt b ba Gx€qrbd belueen lho Comp6ny and the Oebenture Trurtcq, (liu tha rnorigrga dacd to ba executcd bcmecn the Company and the Debcalurc fru!0aa, (iv) thc Olfir L.tbr (lncludiE thr bma erd conditkms d lh. DooontJrBs) (th6 draltB ol o*h ol s,tlch serc initlrled by the Glralrman tor he pu.poses d rd€otificstioo snd taucd lshrc thc Board), (v) ho ACCOUnI8 Sgtrsarnenl b b€ enterod hb hhrGen fr Conpcry. thG OGbltltu'! Trudea and thc accdJnt bEnk. br .druLtmrnt rnd opantion ol cqt!.n rcoounE CAccountr Agr.ontrd') .nd (vD dt olhar doormentr requird in ccnnc{on wilh thc tail issuc of Dcbcntr,lr* (togathcr the 'lrrmrcdon Docunrnlr') arld thc fDrEactlois cgrt8mplSod thardn b. and erB hGr$y app'ovad !y tr6 Boa! '

-RESOLYEO R RTHER IHAT sny dl. of f|. Au$orird R.pr.rntrtiv6 be .nd ar8 hcr€by sowrelty rultlorGed on botralt of thc Conpany to Bpprolro, r,Egotrate. rg-n€gotbte rnd flnelitc f|r $rm ,|d co.r(rillxrt ol ha o€bailuil! 8ndr8 uC rrantaqirrl grd Dqoruntr b !ign. o(&ul! s,!d dchicr or carr!6 b ba oGcuted and dcl,vcred on bcmr ol tha compery the Trrns*tiro Doqmcolr axt dl underbkrngs, cerlilicates any raqucia, Llttr!, rtaipt!. no(bar, ngndrba, armndmedB, aqlntner$, pouc6 of gld .[orney all ufitn$ n fApw gt thr dgbffir3 hgkbo end f|o DeleoturA Tru6t9e (haJnrnt!. ofEr dsdr, in!fir,mnt!. toma and lhgs (s,ttl deya.lt osrGrrlnalbt 'rd ,ltrc arhodb.s irduding SulRcgtria. ol Asirftrc.r lrd the Rcgilr, ot Cdnpanhs) wlh h. inLnto.r ot crElirB t.qr*y h hvo.r ol lha Dcbrnt ra Truabc for thr bcnrfii ol lho &nturo hoa(l.ra and to dlr d c:ir.e b be dcnc a[ suctr rctl. dosd. ar, ct thangG 0 may bo regur06 or oonc(brod noogrsry..

~~Inden &tril tEE.lt (hrE t Lt. rra,irr,r ntr*.Srffir$, Riu' vumori~~

~~CER?IFIED TRUE COPT -~~

~~Private Placemenl Offer Letter Private and ConJidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor:~~

iltgxpress 'RmoLvrD TRrHER rHA?..ry orr or tre Aurhorisd Rcpre.enorhes i[ltOWgfS h(rby ll}trdly authort!.'d b opc't an, account ufin sny Drylk tor hc prfrm of rtcahfire !!! monlli Er}a.rti Otr 3l.lcriplidt ot th. Dcbcotulc a! sll 6r br makine aU patilll1l b thc Debaaun Hobrrs and b tsG orc DabcntuB TrulllG rs ! '(illE poxlr of atbmcry b oparl *ld opcrab cudr rcoalrlc h a nmncr li.l ns, ba agflad rpcr ttd in asdanca uflh thr hrmr cl lhr Acooolr AgrEcrnrll.'

"FES(I.VEO Fl RTIIER THAT sny orlc ol lhc Artto.i.ed ff.pmfibtivao bc and lna hd*y a€rroraft authcrilsd o.l bd|slt c, &e conpeoy b hka afiy rcton ot afty *clrion url0l r{{l, b thG bsue ol Debc'lnr.Es lndudflc brJt nd llnbd b Jbfilcnr, lppohnnont of any tiad pory €0cocbq ?pltatgl b mt .lgirltory or ttrn ory body. fin lbdm ot hc tcrms d srch appoinfiEot d .ny dhar aqtbn nc.lryy hr lhr prporcc of tnr llsrs o, lhe De0efiturE6.'

~~"RESOLVED FURTHER rHAT thd thc Focoedt ol tlf, Dcbcdh,t! rmy ba utcd b, fic Cornpany in ay manncr dcqrted fit in rccordacc wlh thc prorbiona ol 0,ta Otr tfn and lha D€benlura Trust Dced."~~

~~IRESOLVED FURTHER ?HAT thc CommOo Sarl ol fra COrFrry bc rlfir..d. if rlquitd, on soy of the Transadbn Oocumcfita in pratfica of my om Clitdor ol tp Cornpmy~~

~~and count€Gigned by Mr. DBon Penlr , Vlo Pn3i&mt Fin lrce, h hhn thrto..'~~

'fiESOLYED FURTHER THAT lny onc of tht Attlho{!.d Rtp(llanfrivot bo and are lrcrcby sctrrally sulhorilad b dihg{tc, to tny othar oficart of tha Comp.ny sl mty be deeol.d no3sary or trud€nl by any trrch Aulhorlmcl Ropastonllivla. any q dl dtEi, auhorily .nd por.r enrslt d by $c Boerd hucby.'

~~G.rtltL{t Tru. Copy~~

~~For hdhn trDr-. ll.Irprpor (Xumbd) Ll'ntrd~~

~~Directot~~

~~ltxfr! Crpr.l. IrprF't n.r!r0 l.ul R.g.taradcila.Er(err.rlb.rr,tarlnrrtPoh{,r ,lbea{oaJ'IhTd:r9lz 43ra!00Frr.rgtzatata,tlo $robrat rw.er9tatt&na(t, h cil.utztil{ rmt.o0rr& nn! =Ic-o{mrrlr~~

~~76 Private Placement Olfer Letter Private and Confidential ; FOR PNVATE CIRCUIATION ONLY Serial Number Name of Investor:~~

~~ANI\IEXURE 7: SHAREHOLDERS RESOLUTION~~

lllfffiiEFi CSRRFIEO TNUE COPY OT THE SPTCI.AT RISOU.'TIONS PASSED BY THE MEMBERS OT II{DIAN EXPRESS NEI'VSPAPERS IMUMEAU TIMITED AT THEIR EXTRAOROITARY GENERAI MEE ITTG HEI,O ON 15 MAY 2014 AT THE RCG]STERED OTFICE AT TXPRESS TOWERS, I{ARIMAT{ POIiT, MUM8A| a00 021

~~GREATION OF CHARGE:~~

"RESOLVED THAT in accordance with the proyisions of section 180(t)(a) of the Cornpanies Act. 2013, other applicable provisions of (a) the Companies Act, 2013; and (b) the Cornpanies Aci '1956, the arlicles ol association ol lndian ExpreEs Newspapers (Mumbai) Limited (lhe fompsny'), the consenl of the members of iho Cornpany be and is hereby accoded to lhe board of direc,tors (the 'Board") lo hypotheeate, rnortgagp, pledg€, chargc and/or creale security on a[ or any immovable and movable propertie* of the Company both present and fulure or the whole or substantially the whole of lhe undertaking(s) ol the Company in favour of the Compan/s bankers, financial imtatu6ons. lender, other investing agencies and trustees lor the hoHers of debentures, bonds, other instruments andlor any issue of non-corwertible dsbsntures and/or compuleorily or optionally, fully or parfly convcffbb deb€ntures and/or bonds, and/or any other non-convGrtible and/or oliler partly, fully convertible instruments. securities or for securing any loans or oblaining any other facility togethBr with interest. cosls. charges. expenses and arry otfpr monies payable by the company within the overall bonoling porers dslegated to the Board lrom time lo tirne pursuant to section 180(1 )(c) of the Cornpanbs Acl, 201 3.'

'RESOLVED FURTHER THAT for the purpose of giving elfect to this regolution, the Board be and is hereby authorized to finalbe, settle and execute such documenls, deeds, wriring3, papaG, agrBements as may be required and to do all such ects, deeds, mattefs and things, as il may in its absolute discretion deem necessary, proper or desirable and to resolve any queslion. diffrulty or doubt that may arise in relation thereto or othenrise consid€red by the Board to be in the begt interest of thc company..

~~ISSUE OF DEEENTURES~~

~~CERIIRED TRUE COPT A ro4 A~~

~~Private Placement Oller Letter P r iv a te and ConJid en ti al FOR PNI/ATE CIRCULATION ONLY Serial Number Name of Investor:~~

il!Fxpress rrusreshis services Lhired as rhs dsbonure trusroe (th"'D"dilt0fafefS the consent sf the mernbrrs of the Company be and h hereby accorded to tta boed of direc'tors (hc "Borrd') to offer. issus and allot up to't0tl0 11.5% redeem$|., littod, rated and Becured non-convertible dehentures of a nominal valrc of INR 1,000.000 each aggmgating lo not more than INR 1,000.m0,0@ on the torms and conditiona set oul in lh€ Debsnture Trust De€d and ralated ancillary rlocurnents.'

'RESOLVED FURTI{ER THAT for lhe purpose of gtulng effect b fiB r€6oluti}n, the' Board be and is hereby authorized lo finalise, setlle and execute such documonts, &eds, wrtirqs. papers, agreements Bs rrny be raquired ard to do all such acts, deeds, matten and lhings. a il may in ib abeolule discralion fum ncc*sary, prqpor or desirabb and to resolw arry questlon, dlfrculty or doubt that may arisc in relation therelo or otharwbe considered by the Board to be in lhe bsBt inter"6t of fie Company.'

~~Grrtifrrd True Copy~~

~~For lndien Express Ner,vepepere (lllumbal) Limired~~

ErD.rar LaFDlgats 05urilOal, UtL lrd.n poi,n. r.r 2a 4314 rgq Par ist 22 .3.t.110 iffi;tfiffi;il;. frjn; urnb*[email protected],ri. "er Wcbaira; ffi .at$r{lltlorc.l.n nn! ct.tE:rU-rrmmrt fim{lstomlil CERTIFIED TRUE COPY

~~78 -t~~