For private circulation only Book Built Issue Sr. No.: ____________ Addressed to: __________ Date: September 4, 2020 EMBASSY OFFICE PARKS REIT Registered in the Republic of India as an irrevocable trust under the Indian Trusts Act, 1882 and as a real estate investment trust under the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, on August 3, 2017 at Bengaluru having registration number IN/REIT/17- 18/0001 Principal Place of Business: Royal Oaks, Embassy Golflinks Business Park, Off Intermediate Ring Road, Bengaluru 560 071, Karnataka, India Telephone No.: +91 80 3322 0000/ 2222; Fax No.: +91 80 4903 0046; E-mail: [email protected] Website: www.embassyofficeparks.com The Embassy Office Parks REIT (the “Issuer” or “Embassy REIT”) proposes to issue up to 15,000 (Fifteen Thousand) listed, rated, secured, redeemable, transferable, rupee denominated non-convertible debentures of face value of ₹1,000,000 (Indian Rupees One Million only) each, aggregating up to ₹1,500 crores (Indian Rupee One Thousand Five Hundred only ) (the “Debentures”) on a private placement basis, in one or more tranches, to be listed on the wholesale debt market (“WDM”) segment of the BSE Limited (“Stock Exchange” or “BSE”) (the “Issue”). The Issuer has obtained an ‘in-principle’ approval from the Stock Exchange for listing of the Debentures vide letter dated September 3, 2020. This disclosure document (the “Information Memorandum”) containing disclosures in accordance with Schedule I of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended, is in relation to the issue of the first tranche of up to 7,500 (Seven Thousand Five Hundred) Debentures, aggregating up to ₹750 crores (Indian Rupee Seven Hundred Fifty crore only) on a private placement basis (“Tranche A Issue”) by the Embassy REIT. Background This Information Memorandum is related to the Debentures to be issued on a private placement basis by the Issuer and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by the Board of Directors of the Manager. Pursuant to the resolutions passed by the Board of Directors dated August 14, 2020, the Issuer has been authorised to borrow, upon such terms and conditions as the Debenture Committee may think fit an aggregate amount up to ₹2,000 crores (Indian Rupees Two Thousand Crores only). The Debenture Committee has pursuant to its resolution dated September 1, 2020 approved the Issue. General Risks Investment in debt and debt related securities involve a degree of risk and Investors should not invest any funds in the Debentures, unless they can afford to take the risks attached to such investments and only after reading the information carefully. Potential investors are advised to read this Information Memorandum carefully before taking an investment decision in this offering. For taking an investment decision, the Investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Specific attention of Investors is invited to “Risk Factors” disclosed herein. This Information Memorandum has not been submitted to, or cleared or approved by SEBI. Issuer’s Absolute Responsibility The Manager having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to the Embassy REIT and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material 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 Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Credit Rating The Debentures have been rated by CRISIL. CRISIL has assigned a rating of ‘CRISIL AAA/Stable’. The above rating is not a recommendation to buy, sell or hold the securities and Investors should take their own decision in this regard. The rating may be subject to revision or withdrawal at any time by the rating agency and should be evaluated independently of any other ratings. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information, etc. Please refer to Annexure I of this Information Memorandum for the letter dated August 28, 2020 from CRISIL, assigning the credit rating mentioned above and the letter dated August 26, 2020, disclosing the rating rationale adopted for the aforesaid credit rating. Issue Schedule* Issue Opening Date September 8, 2020 Issue Closing Date September 8, 2020 Pay In Date September 9, 2020 Deemed Allotment Date September 9, 2020 * The Issuer reserves the right to change the issue programme including the Deemed Date of Allotment (as defined hereinafter) in accordance with the timelines specified in the Operational Guidelines, without giving any reasons or prior notice. The Issue will be open for bidding as per bidding window that would be communicated through BSE BOND-EBP Platform. Registrar and Transfer Agent Debenture Trustee KFin Technologies Private Limited SBICAP Trustee Company Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District Apeejay House, 6th Floor, 3, Dinshaw Wachha Road, Churchgate, Mumbai 400 020 Nanakramguda, Hyderabad 500 032, Telangana, India Tel: +91 22 4302 5555 Tel: +91 40 6716 2222 Fax: +91 22 2204 0465 Fax: +91 40 2343 1551 E-mail: [email protected] E-mail: [email protected] Website: www.sbicaptrustee.com Website: www.karvyfintech.com Contact Person: Aayushi Sanghavi Contact Person: M. Murali Krishna SEBI Registration No.: IND000000536 SEBI Registration No.: INR000000221 TABLE OF CONTENTS SECTION I: GENERAL 1 DEFINITIONS AND ABBREVIATIONS 1 NOTICE TO INVESTORS AND DISCLAIMERS 6 INFORMATION IN RELATION TO THE ISSUER 9 SECTION II: ABOUT THE EMBASSY REIT 10 BACKGROUND OF THE EMBASSY REIT 10 OUR BUSINESS 11 PARTIES TO THE EMBASSY REIT 15 STRUCTURE OF THE ISSUER – HOLDING STRUCTURE OF THE PORTFOLIO 19 SECTION III: RISK FACTORS 21 SECTION IV: FINANCIAL INFORMATION 42 KEY OPERATIONAL AND FINANCIAL PARAMETERS 42 FINANCIAL INDEBTEDNESS 44 FINANCIAL STATEMENTS 48 SECTION V: LEGAL AND OTHER INFORMATION 284 UNITHOLDING STRUCTURE OF THE EMBASSY REIT 284 LEGAL AND OTHER INFORMATION 287 OTHER REGULATORY DISCLOSURES 297 SECTION VI: ISSUE RELATED INFORMATION 299 TERMS OF THE ISSUE 299 DISCLOSURE OF CASH FLOWS 303 OTHER INFORMATION AND APPLICATION PROCESS 304 DECLARATION 307 ANNEXURE I: RATING LETTER & RATING RATIONALE 308 ANNEXURE II: CONSENT LETTER OF THE DEBENTURE TRUSTEE 315 ANNEXURE III: APPLICATION FORM 318 SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS Capitalized terms used but not defined hereunder shall have the meaning ascribed to them in the Debenture Trust Deed executed by and between the Debenture Trustee and the Issuer (the “Debenture Trust Deed”), as amended from time to time. Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum. Term Description Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to this Issue Application Form The form used by the recipient of this Information Memorandum, to apply for subscription to the Debentures, which is annexed to this Information Memorandum and marked as Annexure III Arranger Morgan Stanley India Company Private Limited Associates Associates of a person shall be as defined under the Companies Act, 2013, or under applicable accounting standards, and shall also include: (i) any person directly or indirectly controlled by the said person; (ii) any person who directly controls the said person; (iii) where the said person is a company or a body corporate, any person(s) who is designated as a promoter of the company or body corporate and any other company or body corporate and any other company or body corporate with the same promoter; and (iv) where the said person is an individual, any relative of the individual We have complied with the requirements of Regulation 2(1)(b) of the SEBI REIT Regulations while identifying associates of the Embassy REIT, the Sponsors and the Manager except in respect of sub-clause (ii) of Regulation 2(1)(b), which requires any person who controls, both directly and indirectly, the said person to be identified as an associate. In this regard, only entities which directly control the Sponsors or the Manager, as applicable, have been considered Auditors S.R. Batliboi & Associates LLP, auditors of the Embassy REIT Audited Standalone Financial Statements The standalone financial statements of the Embassy REIT, which comprise the standalone balance sheet as of March 31, 2020 and March 31, 2019 and the standalone statement of profit and loss and standalone statements of cash flows for the year ended March 31, 2020 and March 31, 2019, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information, prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India Audited Consolidated Financial Statements The consolidated financial statements of the Embassy REIT, which comprise the consolidated balance sheet as of March 31, 2020 and the consolidated statement of profit and loss and consolidated statements of cash flows for the year ended March 31, 2020, and the notes to the audited financial statements, including a summary of the significate accounting policies and other explanatory information, prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.