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Private Placement Offer Letter

FOR PRIVATE CIRCULATION ONLY

Private and Confidential

Serial number:_____________

Name of Investor:___________

1

NIRMAL LIFESTYLE LIMITED

(A Company incorporated with limited liability under the Companies Act, 1956 with

CIN: U92411MH1999PLC122542)

Registered and Corporate Office: 3rd Floor, Multiplex Building, Nirmal Lifestyle, L.B.S. Marg,

Mulund (W), Mumbai – 400 080

Tel: +91 22 25937009; Fax: +91 22 25937200; Contact Person: Mr. Simant Pradhan, Chief

Financial Officer; E-Mail: [email protected]

ISSUE OF, SECURED, RATED, LISTED, REDEEMABLE NON-CONVERTIBLE

DEBENTURES OF FACE VALUE OF RS. 10,00,000 (RUPEES TEN LAKHS ONLY) EACH

IN 4 (FOUR) TRANCHES, AGGREGATING RS. 297,00,00,000 (RUPEES TWO HUNDRED

NINETY SEVEN CRORES ONLY) (THE “DEBENTURES”) ON A PRIVATE PLACEMENT

BASIS (THE “ISSUE”)


Date: May 7, 2014

THIS PRIVATE PLACEMENT OFFER LETTER (HEREINAFTER REFERRED TO AS THE

“OFFER LETTER”) WILL BE FILED WITH BSE LIMITED AS A SHELF DISCLOSURE

DOCUMENT. PRIOR TO EVERY TRANCHE, THE COMPANY SHALL, FILE WITH BSE

LIMITED AN UPDATED OFFER LETTER CONTAINING DETAILS OF THE RELEVANT

TRANCHE AND MATERIAL CHANGES, IF ANY TO THE INFORMATION PROVIDED

HEREIN.

DISCLAIMER CLAUSE:

THE OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF

PROSPECTUS. THE ISSUE OF SECURED, RATED, LISTED, REDEEMABLE NON-

CONVERTIBLE DEBENTURES (HEREINAFTER REFERRED TO AS “DEBENTURES”) TO BE

ISSUED IS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. IT IS NOT

INTENDED TO BE CIRCULATED TO MORE THAN 49 (FORTY-NINE) PERSONS. MULTIPLE

COPIES HEREOF GIVEN TO THE SAME ENTITY SHALL BE DEEMED TO BE GIVEN TO

THE SAME PERSON AND SHALL BE TREATED AS SUCH. IT DOES NOT CONSTITUTE

AND SHALL NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO

SUBSCRIBE TO THE DEBENTURES ISSUED TO THE PUBLIC IN GENERAL.

ACCORDINGLY, THIS OFFER LETTER HAS NEITHER BEEN DELIVERED FOR

REGISTRATION NOR IS IT INTENDED TO BE REGISTERED.

THIS OFFER LETTER HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION

ABOUT THE COMPANY TO POTENTIAL INVESTORS 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

POTENTIAL INVESTOR MAY REQUIRE. NEITHER THIS OFFER LETTER NOR ANY OTHER

INFORMATION SUPPLIED IN CONNECTION WITH THE DEBENTURES IS INTENDED TO

PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION NOR SHOULD ANY

RECIPIENT OF THIS OFFER LETTER CONSIDER SUCH RECEIPT A RECOMMENDATION

TO PURCHASE ANY DEBENTURES. EACH INVESTOR CONTEMPLATING THE PURCHASE

OF ANY DEBENTURES SHOULD MAKE HIS OWN INDEPENDENT INVESTIGATION OF

THE FINANCIAL CONDITION AND AFFAIRS OF THE COMPANY, AND HIS OWN

APPRAISAL OF THE CREDITWORTHINESS OF THE COMPANY. POTENTIAL INVESTORS

SHOULD CONSULT THEIR OWN FINANCIAL, LEGAL, TAX AND OTHER PROFESSIONAL

ADVISORS AS TO THE RISKS AND INVESTMENT CONSIDERATIONS ARISING FROM AN

INVESTMENT IN THE DEBENTURES AND SHOULD POSSESS THE APPROPRIATE

RESOURCES TO ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH






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INVESTMENT TO SUCH INVESTOR'S PARTICULAR CIRCUMSTANCES.

THE COMPANY CONFIRMS THAT, AS OF THE DATE HEREOF, THIS OFFER LETTER

CONTAINS INFORMATION THAT IS ACCURATE IN ALL MATERIAL RESPECTS AND

DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT, OR OMITS TO

STATE ANY MATERIAL FACT, NECESSARY TO MAKE THE STATEMENTS HEREIN, THAT

WOULD BE, IN THE LIGHT OF CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT

MISLEADING. THE INTERMEDIARIES AND THEIR AGENTS OR ADVISORS ASSOCIATED

WITH THIS ISSUE HAVE NOT SEPARATELY VERIFIED THE INFORMATION CONTAINED

HEREIN. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING,

EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY ANY SUCH

INTERMEDIARY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION

CONTAINED IN THIS OFFER LETTER OR ANY OTHER INFORMATION PROVIDED BY THE

COMPANY. ACCORDINGLY, ALL SUCH INTERMEDIARIES ASSOCIATED WITH THIS

ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THE INFORMATION CONTAINED

IN THIS OFFER LETTER OR ANY OTHER INFORMATION PROVIDED BY THE COMPANY

IN CONNECTION WITH THE 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 DISTRIBUTION 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 INVITATION 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 AND/OR

THE APPLICATION FORM HAS NOT BEEN SENT BY THE COMPANY SHALL BE

REJECTED WITHOUT ASSIGNING ANY REASON.

NEITHER THE DELIVERY OF THIS OFFER LETTER NOR ANY SALE OF DEBENTURES

MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A

REPRESENTATION OR CREATE ANY IMPLICATION THAT THERE HAS BEEN NO

CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

THIS OFFER LETTER DOES NOT CONSTITUTE, NOR MAY IT BE USED FOR OR IN

CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION

IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON

TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NO ACTION

IS BEING TAKEN TO PERMIT AN OFFERING OF THE DEBENTURES OR THE

DISTRIBUTION OF THIS OFFER LETTER IN ANY JURISDICTION WHERE SUCH ACTION IS

REQUIRED. THE DISTRIBUTION OF THIS OFFER LETTER AND THE OFFERING AND SALE

OF THE DEBENTURES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS.

PERSONS INTO WHOSE POSSESSION THIS OFFER LETTER COMES ARE REQUIRED TO

INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THE OFFER LETTER IS MADE AVAILABLE TO POTENTIAL INVESTORS IN THE ISSUE ON

THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL.

Disclaimer: Nirmal Lifestyle Limited (the “Issuer”/“Company”) has authorized the distribution of

this Offer Letter in connection with the proposed transaction outlined in it (the “Transaction”) and

the debentures proposed to be issued in the Transaction (the “Debentures”).

Nothing in this Offer Letter constitutes an offer of securities for sale in the United States or any other

jurisdiction where such offer or placement would be in violation of any law, rule or regulation.






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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 approval for the issuance of the Debentures. All the information contained in this Offer

Letter has been provided by the Issuer or is publicly available information, and such information has

not been independently verified.

You should carefully read and retain this Offer Letter. However, you are not to construe the contents

of this Offer Letter as investment, legal, accounting, 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.

Stock Exchange Disclaimer Clause: It is to be distinctly understood that filing of this Offer Letter

with the BSE Limited (the “Stock Exchange”) should not, in any way, be deemed or construed that

the same has been cleared or approved by the Stock Exchange. The Stock Exchange does not take any

responsibility either for the financial soundness of any scheme or the project for which the issue is

proposed to be made, or for the correctness of the statements made or opinions expressed in this Offer

Letter.

General Risks

Potential investors are advised to read the Offer Letter carefully before taking an investment decision

in this offering. For taking an investment decision, investors must rely on their own examination of

the issuer and the offer including the risks involved. The Debentures have not been recommended or

approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this document. This

Offer Letter has not been submitted, cleared or approved by SEBI.

Listing

The Debentures to be issued under this Offer Letter will be listed on the wholesale debt market

segment of the Stock Exchange. The Issuer shall make an application for listing within one day from

the Deemed Date of Allotment of Debentures and shall have obtained the in-principle approval of

BSE Limited for the listing of the Debentures. In case the Debentures issued to the SEBI registered

FIIs / sub accounts of FIIs are not listed within 15 (Fifteen) days from the Deemed Date of Allotment,

for any reason, then the Company would immediately redeem / buy back the Debentures from the

FIIs/ sub account of the FIIs.

Credit Rating

CRISIL has assigned a rating of “BB+(SO)” to the Debentures. This rating indicates that instrument

with such rating are considered to have stable outlook.

The rating is not a recommendation to buy, sell or hold securities and investors should take their own

decision. The rating may be subject to revision or withdrawal at any time by the assigning rating

agency and each rating should be evaluated independently of any other rating. The ratings obtained

are subject to revision at any point of time in the future. The rating agency has the right to suspend,

withdraw the rating at any time on the basis of new information, etc.

The rating rationale has been provided in Annexure III.

* Credit rating letter issued shall not be older than one month on the date of opening of the issue

Registrar & Share Transfer Agent Details

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound






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L. B. S. Marg, Bhandup (West)

Mumbai 400 078

Phone No.: +91 22 2596 3838

Fax No.: +91 22 2594 6979

E-mail: [email protected]

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 of the Debentures is neither a prospectus nor a statement in lieu of

prospectus and does not constitute an offer to the public generally to subscribe for or otherwise

acquire the debt securities to be issued by the Company. This is only an information brochure

intended for private use.

mailto:[email protected]






5

Table indicating references of disclosure requirements under Form PAS-4

Sr.

No.

Particulars Page No.

1. GENERAL INFORMATION

a. Name, address, website and other contact details of the company

indicating both registered office and corporate office

1

b. Date of incorporation of the company 19

c. Business carried on by the company and its subsidiaries with the details

of branches or units, if any

19-20

d. Brief particulars of the management of the company 21

e. Names, addresses, DIN and occupations of the directors 21-22

f. Management’s perception of risk factors 22-24

g. Details of default, if any, including therein the amount involved, duration

of default and present status, in repayment of –

i) statutory dues; 24

ii) debentures and interest thereon; 25

iii) deposits and interest thereon; 25

iv) loan from any bank or financial institution and interest thereon. 43-45

h. Names, designation, address and phone number, email ID of the nodal/

compliance officer of the company, if any, for the private placement offer

process

25

2. PARTICULARS OF THE OFFER

a. Date of passing of board resolution 27

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

of securities

27

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

security

1

d. Price at which the security is being offered including the premium, if any,

along with justification of the price

30

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

offered

38

f. Amount which the company intends to raise by way of securities 27






6

Sr.

No.


g. Terms of raising of securities: Duration, if applicable, Rate of dividend or

rate of interest, mode of payment and repayment

27-38

h. Proposed time schedule for which the offer letter is valid 31

i. Purposes and objects of the offer 28

j. Contribution being made by the promoters or directors either as part of

the offer or separately in furtherance of such objects

38

k. Principle terms of assets charged as security, if applicable 31-32

3. DISCLOSURES WITH REGARD TO INTEREST OF

DIRECTORS, LITIGATION ETC.

a. Any financial or other material interest of the directors, promoters or key

managerial personnel in the offer and the effect of such interest in so far

as it is different from the interests of other persons.

39

b. Details of any litigation or legal action pending or taken by any Ministry

or 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

39

c. Remuneration of directors (during the current year and last three financial

years);

39

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

39-40

e. Summary of reservations or qualifications or adverse remarks of auditors

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 of the said reservations or

qualifications or adverse remark

40

f. Details of any inquiry, inspections or investigations initiated or conducted

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

41

g. Details of acts of material frauds committed against the company in the

last three years, if any, and if so, the action taken by the company.

41






7

Sr.

No.


4. FINANCIAL POSITION OF THE COMPANY

a. The capital structure of the company in the following manner in a tabular

form-

42

(i)(a) the authorised, issued, subscribed and paid up capital (number of

securities, description and aggregate nominal value)

42

(b) size of the present offer 42

(c) paid up capital 42

(A) after the offer 42

(B) after conversion of convertible instruments (if applicable) N.A

(d) share premium account (before and after the offer) 42

(ii) the details of the existing share capital of the issuer company in a tabular

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 of consideration

42

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 of the consideration in each

case;

42

b. Profits of the company, before and after making provision for tax, for the

three financial years immediately preceding the date of circulation of

offer letter

47

c. Dividends declared by the company in respect of the said three financial

years; interest coverage ratio for last three years (Cash profit after tax

plus interest paid/interest paid)

47

d. A summary of the financial position of the company as in the three

audited balance sheets immediately preceding the date of circulation of

offer letter

47

e. Audited Cash Flow Statement for the three years immediately preceding

the date of circulation of offer letter

Annexure I

f. Any change in accounting policies during the last three years and their

effect on the profits and the reserves of the company

47

5. A DECLARATION BY THE DIRECTORS THAT-

a. the company has complied with the provisions of the Act and the rules

made thereunder

Annexure V






8

Sr.

No.


b. the compliance with the Act and the rules does not imply that payment of

dividend or interest or repayment of debentures, if applicable, is

guaranteed by the Central Government

Annexure V

c. the monies received under the offer shall be used only for the purposes

and objects indicated in the Offer letter

Annexure V






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DEFINITIONS AND ABBREVIATIONS

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

below in this Information Memorandum.

“Company” /

“Issuer”

Shall mean Nirmal Lifestyle Limited, a company incorporated under the

Companies Act, 1956 and having its registered office at 3rd Floor,

Multiplex Building, Nirmal Lifestyle, L.B.S. Marg, Mulund (W), Mumbai

– 400 080

“we” “us” “our” Shall mean, unless the context otherwise requires, the Company, its

subsidiaries, and joint ventures, if any

“Administration

Expenses”

Shall include all expenses related to administration, Project management,

salaries, construction management expenses, fees paid to auditors, site

expenses, fees paid to Project management consultants and construction

management consultants

“All Inclusive Sale

Value”

Shall mean:

(a) the contract value charged in relation to sale of unit in the Project, and

which shall include the following:

(i) Initial, progressive or final payments against the sale of a unit

in the Project/Property;

(ii) Any charges levied by the Company for use of amenities

relating to the Project or for any other purposes, including

without limitation, car parking charges, floor rise charges,

preferential location charges or any other charges levied by the

Company to recover the costs and expenses incurred by the

Company in providing the amenities;

(iii) Pass through charges less the actual amounts paid or to be paid

to third parties; and

(b) Any other proceeds from the sale of whole or part of the Project

and/or the Property;

It is hereby clarified that “All Inclusive Sale Value” shall exclude any

maintenance deposits/advance maintenance charges collected from the

purchasers of the units in the Project, provided that deposits/maintenance

charges collected are handed over to a third party in consideration of the

third party taking over maintenance of the Project

“Allot/

Allotment/Allotted”

Shall mean, unless the context otherwise requires or implies, the allotment

of the Debentures pursuant to the Issue

“Approval Payment” Shall mean any costs incurred by the Company towards approvals,

purchase of fungible FSI, purchase of transferable development rights,

purchase of incentive FSI, rent payments to tenants (if applicable) and

other costs for land clearances which shall be as per actual cost paid by the

Company to the relevant Governmental Authority






10

“Articles” Shall mean the articles of association of the Company

“Auditors” R.C Jain & Associates

“Beneficial Owner” Shall mean the holder(s) of the Debentures in dematerialized form as

defined under section 2 of the Depositories Act

“Board” Shall mean the board of directors of the Company

“Business” Shall mean the development of the Project in accordance with applicable

law, the Business Plan and the Definitive Agreements

“Business Day” Shall mean a day (other than a Saturday or a Sunday) on which scheduled

commercial banks are generally open for business in Mumbai

“Business Plan” shall mean the annual business plan, as may be revised quarterly if there is

any change in addition to the permitted modification, governing the

construction, development and commercial exploitation of the Project, in

form and substance and content agreed to by the Debenture Holders and

Company, prepared by the Company (setting out quarterly targets for the

Project), which shall be reviewed and updated at the start of every

Financial Quarter in the manner agreed, which shall include without

limitation:

(a) Sales price and fixing of a Minimum Sale Price of units in the Project,

and sales volumes;

(b) Construction milestones, cost estimates and building specifications;

(c) Cost of Development, Sales Expenses, Administration Expenses,

Approval Payment;

(d) Marketing and sales strategy;

(e) Development mix, building massing and phasing;

(f) Appointment of contractors and consultants for the Project;

(g) Loans to be availed;

(h) Layout plan of the Project;

(i) Saleable area of the Project;

(j) Drawdown schedule of any loans availed from any lenders for the

purpose of the Project;

(k) Status and review of Governmental Approvals; and

(l) Any decision materially affecting or substantially changing the

Project or the Property.

The initial Business Plan shall be as agreed to amongst the Company and

the investors






11

“Closing” Shall mean First Closing Date or Second Closing Date or

Third Closing Date or Fourth Closing Date, as the case may be

“Closing Certificate” Shall mean the Closing Certificate in the form which will be provided in

the Definitive Agreements

“Companies Act” Shall mean the Companies Act, 1956 or the Companies Act, 2013, as may

be applicable and as amended from time to time

“Conditions Precedent

to First Closing”

Shall mean the Conditions Precedent to the First Closing as set out in

“Particulars of the Offer”


to Fourth Closing”

Shall mean the Conditions Precedent to the Fourth Closing as set out in



to Second Closing”

Shall mean the Conditions Precedent to the Second Closing as set out in



to Third Closing”

Shall mean the Conditions Precedent to the Third Closing as set out in


“Cost of

Development”

Shall include all the cost to be incurred to complete the development of the

Project including but not limited to construction costs, re-development

works cost, infrastructure (internal roads, landscaping, drainage, water

network sewage treatment plant, water harvesting and other amenities)

costs, development costs, legal costs, consultant and architect costs,

insurance, cost of construction equipment, overheads; taxes in relation to

construction and development and sale; and any other costs to be

determined jointly by the investors and the Company

“Credit Rating

Agency”

Credit Rating Information Services of India Ltd. (CRISIL)

“Debenture(s)” Shall mean secured, redeemable, rated, securities in the form of non

convertible debentures having face value of Rs. 10,00,000 (Rupees Ten

Lakh only) aggregating to Rs. 297,00,00,000/- (Rupees Two Hundred and

Ninety Seven Crore only) issued and allotted by the Issuer in four tranches

“Debenture

Holder(s)”

Shall mean the investors who have been allotted the Debentures and/or

have become the holders of Debentures and (a) in the case of Debentures

held in the dematerialized form, shall be the person for the time being

appearing in the register of beneficial owners of National Securities

Depository Limited as the holder of the Debentures; and (b) in the case of

Debentures held in physical form, the persons for the time being appearing

in the register of debenture holders of the Company, from time to time

“Debenture Security” Shall mean the security provided by the Issuer against the issue of

Debentures set out in “Particulars of the Offer”

“Debenture

Subscription

Agreement”

Shall mean the agreement to be entered into between the investors, the

Company, the Promoter (Mr. Dharmesh Jain), the Debenture Trustee and

the Landowners (Housing Development And Improvement India Private

Limited and Nirmal Lifestyle Developers Private Limited)

“Debenture Trust Shall mean the debenture trust deed to be entered into between the






12

Deed” Company, the Promoter (Mr. Dharmesh Jain), Debenture Trustee and the

Landowners (Housing Development And Improvement India Private

Limited and Nirmal Lifestyle Developers Private Limited)

“Debenture Trustee” Shall mean the trustee for the Debenture Holders, in this case being IDBI

Trusteeship Services Limited

“Debenture Trustee

Regulations”

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

1993, as amended from time to time

“Deemed Date of

Allotment”

Shall mean the date on which Allotment for the Issue with respect to each

tranche is to be made

“Default Coupon” Shall mean Default Coupon as set out in “Particulars of the Offer”

“Definitive

Agreements”

Shall mean, collectively, (a) the Debenture Subscription Agreement; (b)

the Debenture Trust Deed; (c) the Escrow Agreement; (d) this Offer Letter;

(e) the Personal Guarantee; and (f) the Demand Promissory Note

“Demand Promissory

Note”

Shall mean the demand promissory note to be issued by the Issuer to IDBI

Trusteeship Services Limited

“Depository” Shall mean a depository registered with SEBI under the Securities and

Exchange Board of India (Depositories and Participant) Regulations, 1996,

as amended from time to time, in this case being National Securities

Depository Limited

“Depository Act” Shall mean the Depositories Act, 1996, as amended from time to time

“Depository

Participant” or “DP”

Shall mean a depository participant as defined under the Depositories Act

“Directors” Shall mean the directors of the Issuer being Mr. Dharmesh Jain, Mr.

Chandrakant Shah and Mr. Rajeev Jain

“DRR” Shall mean a Debenture Redemption Reserve

“ECGC” Shall mean the Export Credit Guarantee Corporation of India

“EMI” Shall mean the equated monthly instalment

“Escrow Account” Shall mean a non interest bearing, no-lien current account with sweep-in

and sweep-out facility opened and maintained with the Escrow Agent and

not having cheque drawing facilities

“Escrow Agent” Shall mean Kotak Mahindra Bank Limited, to be appointed as the escrow

agent under the Escrow Agreement

“Escrow Agreement” Shall mean the escrow agreement to be entered into between the Company,

the Promoter (Mr. Dharmesh Jain), the investor, the Debenture Trustee and

the Escrow Agent

“FII” Shall mean a Foreign Institutional Investor, as defined under the Securities

and Exchange Board of India (Foreign Institutional Investors) Regulations,






13

1995, and registered with SEBI

“Financial Quarter” Shall mean the period of 3 (three) months commencing from April 1, July

1, October 1 and January 1 in each Financial Year

“Financial Year” Shall mean the period commencing from April 1 of one year and ending on

March 31 of the immediately succeeding year

“First Closing Date” Shall mean the Business Day no later than 30 (thirty) Business Days

subsequent to the (i) receipt, to the satisfaction of the investors, evidence

of fulfillment of all the Conditions Precedent to First Closing and the First

Closing CP Completion Certificate; and (ii) receipt of the Closing

Certificate or such extended period as may be mutually agreed amongst

them

“First Closing CP

Completion

Certificate”

Shall mean a certificate in the form which will be prescribed in the

Definitive Agreements

“First Property” Shall mean all those pieces and parcels of land, hereditaments and land

admeasuring about 60,495 (sixty thousand four hundred and ninety five)

sq. mts. or thereabouts as per the earlier property cards which area as per

triangulation method is about 62,000 (sixty two thousand) sq. mts. (which

area is now 69,414 (sixty nine thousand four hundred and fourteen) sq.

mts. as per the amalgamation order) and bearing Survey No.54(part),

65(part), 164(part), 67, 68, 69, 66(part), 163, 160, 97, 96(part), 161 (part),

corresponding CTS Nos.706 (part), 709 to 720 and 722 to 724 of Village

Nahur, Taluka Kurla, in the Registration District and Sub-District of

Bombay Suburban and in the District of Mumbai City and Suburban

“Fourth Closing CP

Completion

Certificate”



“Fourth Closing Date” shall be the Business Day no later than 30 (thirty) Business Days

subsequent to (i) receipt, to the satisfaction of the investors, evidence of

fulfillment of all the Conditions Precedent to Fourth Closing and the

Fourth Closing CP Completion Certificate; and (ii) receipt of Closing

Certificate with respect to Fourth Closing or such extended period as may

be mutually agreed amongst them

“Governmental

Authority”

Shall mean any permission, approval, consent, license, permit, order,

decree, authorization, registration, filing, notification, exemption or ruling

to or from or with any Governmental Authority

“Interest Period” Shall mean the period of interest on the Debentures calculated on a

quarterly basis

“Interest Payment

Date”

Quarterly interest at a rate of 5.10% (five point one per cent) per quarter

which shall be compounded quarterly and shall accrue on the last day of

every 3 (three) monthly period

“Inventory Value” Shall mean the sale value of the unsold Saleable Area in the Project

calculated at the weighted average All Inclusive Sale Value of the sold

Saleable Area in the Project from First Closing Date till the start of






14

Financial Quarter on which day the Inventory Value is being calculated

“IRR” With respect to the Debenture Holders shall mean an aggregate rate

sufficient to cause the Debenture Holders to achieve, as of the date of

determination, an aggregate internal rate of return per annum on

Subscription Amount respectively. The IRR shall (a) exclude any Taxes

except withholding taxes payable by the Company on payments made to

Debenture Holders as per the terms of the Definitive Agreement and per

applicable Law; (b) include any withholding taxes withheld on any

amounts paid/distributed to the Debenture Holders, as per applicable Law;

(c) shall not include any Default Coupon paid to Debenture Holders; and

(d) shall not include any payments to be made towards the reimbursement

of the Debenture Trustee expenses and remuneration under the Debenture

Trust Deed and other Definitive Agreements. For such purposes, the

Debenture Holders internal rate of return shall be calculated using the

“XIRR” function in Excel and using the contributions and advances made

(including the subscription price) or credited as the investment “out-

flows”, with interest, dividends, redemption premium, redemption value,

compensation proceeds and liquidation proceeds (if any) of the Project or

any other amounts distributed to the Debenture Holders or, any amounts

received by the Debenture Holders towards buyback of any of the

Debentures held by them in the Company taken into account as “inflows”

“Issue” Shall mean the issue of secured non-convertible debentures of face value

of Rs. 10,00,000 (Rupees Ten Lakh only) each aggregating to Rs.

297,00,00,000/- (Rupees Two Hundred and Ninety Seven Crore only) by

way of private placement by the Issuer, which are to be issued and allotted

in four tranches

“Landowners” Shall mean the Company, Housing Development And Improvement India

Private Limited and Nirmal Lifestyle Developers Private Limited

“M Period” Shall mean the date commencing from the First Closing Date till the next

three Financial Quarters post the Financial Quarter in which the First

Closing Date takes place

“Memorandum” Shall mean the memorandum of association of the Company

“Minimum Sale Price” Shall mean the All Inclusive Sale Value of Rs. 11,000 (Rupees Eleven

Thousand only) per sq. ft. of Saleable Area of the Project for the first

300,000 (three hundred thousand only) sq. ft. and thereafter the prices shall

be increased by at least 5% (five per cent) for every incremental 100,000

(one hundred thousand only) sq. ft. of Saleable Area or such other sale rate

per sq. ft. of Saleable Area of the Project as may be decided by the

Company and Debenture Holders jointly

“Operating Account” Shall mean the bank account operated and maintained by the Company

into which the Escrow Agent shall remit all amounts determined in

accordance with the Definitive Agreements

“Personal Guarantee” Shall mean the deed of guarantee dated to be issued by the Promoter (Mr.

Dharmesh Jain) in favour of the Debenture Trustee

“Project” Shall mean the development of a residential project on the Property which

shall have a minimum freesale FSI area of 689,274 (six hundred eighty






15

nine thousand two hundred and seventy four only) sq. ft. and a minimum

Saleable Area of 882,271 (eight hundred eighty two thousand two hundred

and seventy one only) sq. ft. prior to disbursement of Tranche I

Subscription Amount, a minimum freesale FSI area (including fungible

FSI) of 942,977 (nine hundred forty two thousand nine hundred and

seventy seven only) sq. ft. and a minimum Saleable Area of 1,207,010 (one

million two hundred seven thousand and ten only) sq. ft. prior to

disbursement of Tranche II Subscription Amount, and a minimum freesale

FSI area of 1,320,000 (one million three hundred and twenty thousand

only) sq. ft. and minimum Saleable Area of 1,720,000 (one million seven

hundred and twenty thousand only) sq. ft. prior to disbursement of Tranche

III Subscription Amount, in accordance with the Business Plan and/or

Definitive Agreements. However, parties agree that the minimum FSI area

and the minimum Saleable Area will be achieved once the Company

makes the necessary payments for Approval Payments per the Business

Plan

“Property” Shall mean the land to the extent of 106,006 (one hundred six thousand

and six only) sq. mts. of plot comprising of the First Property, Second

Property and Third Property collectively excluding the Utilized Land

“RBI” Shall mean the Reserve Bank of India, constituted under the Reserve Bank

of India Act, 1934 (as amended from time to time)

“Receivables” Shall mean and include all the rights, title, interest, benefits, claims and

demands whatsoever, in and to or in respect of all amounts owing, payable

to or received by or to be received from any person (including the

purchaser / lessee / licensee of the flats / units /apartments) in relation to

the Property or Project by the Company

“Record Date” Shall mean the date which is 15 (fifteen) days prior to each Interest

Payment Date and the Redemption Date, as the case may be, for the

purposes of actual payment or as prescribed by SEBI. Registered

Debenture Holders on the Record Date will be the recipients of actual

payment of interest by the Issuer

“Redemption

Amount”

Debentures shall be redeemed at face value along with redemption

premium, provided that interest payment (and Default Coupon, if

applicable) have been made, such that the Debentures being redeemed

have, on an aggregation of the face value of the Debentures, redemption

premium and any interest paid thereon, generated an IRR of 22% (twenty

two per cent) for the period from the closing until the date of redemption

“Redemption Due

Date”

Debenture shall be redeemed in 8 (eight) equal quarterly installments with

the first installment being payable at the end of the 13th (thirteenth) Interest

Period from the First Closing Date (each quarterly period when the

Debentures shall be redeemed, at the end of such redemption period

“Registrar / Registrar

to the Issue”

Shall mean the Registrar to the Issue, in this case being Link In time India

Private Limited

“Registered Office” 3rd Floor, Multiplex Building, Nirmal Lifestyle, L.B.S. Marg, Mulund

(W), Mumbai – 400 080






16

“Residual Value” Shall mean an amount equal to (a) the sum of (i) Sale Proceeds, and (ii)

Inventory Value; minus (b) the sum of (i) Cost of Development to be

incurred and incurred but not paid as of the determination date, (ii) Sales

Expenses to be incurred and incurred but not paid as of the determination

date, (iv) Administration Expenses (a) incurred and not paid and (b) to be

incurred, (v) Approval Payments (a) incurred and not paid and (b) to be

incurred, (vi) royalty costs (a) incurred and not paid and (b) to be incurred,

and (vii) Taxes to be paid in future in relation to the Project and all accrued

but unpaid Taxes in relation to the Project. For the purpose of computing

Residual Value in respect of any Financial Quarter, the Sale Proceeds for

the immediately preceding Financial Quarter shall be taken

“ROC” Registrar of Companies, Mumbai

“Saleable Area” Shall comprise of a saleable area of 882,271 (eight hundred eighty two

thousand two hundred and seventy one only) sq. ft. prior to disbursal of

Tranche I Subscription Amount, a saleable area of 1,207,010 (one million

two hundred seven thousand and ten only) sq. ft. prior to disbursal of

Tranche II Subscription Amount, and 1,720,000 (one million seven

hundred and twenty thousand only) sq. ft. after disbursal of Tranche III

Subscription Amount in the Property. However, Parties agree that the

minimum Saleable Area will be achieved once the Company makes the

necessary payments for Approval Payments per the Business Plan

“Sales Expenses” Shall include all expenses related to marketing, advertising, preparation of

collaterals, sales brokerage and other expenses for selling the units in the

Project. Provided the Sales Expenses shall not exceed the maximum sales

expenses as agreed

“Sale Proceeds” Shall mean

(a) the contract All Inclusive Sale Value received in relation to sale of

unit in the Project, and which shall include the following:

(i) Initial, progressive or final payments against the sale of a unit

in the Project/Property;

(ii) Any charges levied by the Company for use of amenities

relating to the Project or for any other purposes, including

without limitation, car parking charges, floor rise charges,

preferential location charges or any other charges levied by the

Company to recover the costs and expenses incurred by the

Company in providing the amenities;

(iii) Pass through charges less the actual amounts paid to Third

Parties; and

(b) Any other proceeds from the sale of whole or part of the Project

and/or the Property;

It is hereby clarified that “Sale Proceeds” shall exclude any maintenance

deposits/advance maintenance charges collected from the purchasers of the

units in the Project, provided that deposits/maintenance charges collected

are handed over to a Third Party in consideration of the Third Party taking






17

over maintenance of the Project;

“SEBI” Shall mean the Securities and Exchange Board of India constituted under

the Securities and Exchange Board of India Act, 1992 (as amended from

time to time)

“SEBI Debt

Regulations”

Shall mean the Securities and Exchange Board of India (Issue and Listing

of Debt Securities) Regulations, 2008 issued by SEBI, as amended from

time to time

“Second Closing CP

Completion

Certificate”



“Second Closing Date” Shall mean the Business Day no later than 30 (thirty) Business Days


fulfillment of all the Conditions Precedent to Second Closing and the

Second Closing CP Completion Certificate; (ii) receipt of Closing

Certificate or such extended period as may be mutually agreed amongst

them

“Second Property” Shall mean all those pieces or parcels of land or ground admeasuring about

29,134.94 (twenty nine thousand one hundred and thirty four point nine

four) sq. mts. equivalent to 34,845 (thirty four thousand eight hundred and

forty five) sq. yards (i.e., 24,008.6 (twenty four thousand and eight point

six) sq. mts. or thereabouts as per the amalgamation order) bearing Survey

Nos. 64(pt), 65(pt), 66(pt), 69(pt), 70(pt) and 71(pt) and bearing new

C.T.S. Nos. 729, 730-A, 730-B, 730-C, 730-D and 730-E situate, lying and

being at Village Nahur, Taluka and Registration Sub-District Kurla and

District and Registration District Mumbai Suburban

“Taxes” Shall include without limitation all taxes (Indian and where applicable

non-Indian), including without limitation, income tax, withholding tax,

dividend distribution tax, capital gains tax, fringe benefit tax, sales tax,

customs duty, wealth tax, gift tax, gains, franchise, property, sales, use,

employment, license, excise duty, service tax, payroll tax, occupation tax,

recording, value added or transfer taxes, governmental charges, fees, levies

or assessments or other taxes, levies, fees, stamp duties, statutory gratuity

and provident fund payments or other employment benefit plan

contributions, withholding obligations and similar charges of any

jurisdiction and shall include any interest, fines, and penalties related

thereto and, with respect to such taxes, any estimated tax, interest and

penalties or additions to tax and interest on such penalties and additions to

tax;

“Third Closing CP

Completion

Certificate”



“Third Closing Date” Shall be the Business Day no later than 30 (thirty) Business Days


fulfillment of all the Conditions Precedent to Third Closing and the Third

Closing CP Completion Certificate; and (ii) receipt of Closing Certificate

with respect to Third Closing or such extended period as may be mutually






18

agreed amongst them

“Third Property” Shall mean all those pieces or parcels of land or ground admeasuring about

12,583 (twelve thousand five hundred and eighty three) sq. mts. bearing

C.T.S. Nos. 710/A, 712/A, 762/A, 763/A, 764/B, 764/C situate, lying and

being at Village Nahur, Taluka and Registration Sub-District Kurla and

District and Registration District Mumbai Suburban

“Tranche I

Debentures”

Shall mean the Debentures issued by the Issuer on the First Closing Date

“Tranche II

Debentures”

Shall mean the Debentures issued by the Issuer on the Second Closing

Date

“Tranche III

Debentures”

Shall mean the Debentures issued by the Issuer on the Third Closing Date

“Tranche IV

Debentures”

Shall mean the Debentures issued by the Issuer on the Fourth Closing Date

“Tranche I

Subscription Amount”

Shall mean an amount of Rs. 1,650,000,000 (Rupees One Billion Six

Hundred and Fifty Million only) shall be disbursed on the First Closing

Date

“Tranche II


Shall mean an amount of Rs. 220,000,000 (Rupees Two Hundred and

Twenty Million only) shall be disbursed on the Second Closing Date

“Tranche III


Shall mean an amount of Rs. 880,000,000 (Rupees Eight Hundred and

Eighty Million only) shall be disbursed on the Third Closing Date

“Tranche IV


Shall mean an amount of Rs. 220,000,000 (Rupees Two Hundred and

Twenty Million only) shall be disbursed on the Fourth Closing Date

“Utilized Land” Shall mean the land utilized by the Company and all those pieces or

parcels of land or ground admeasuring 16,408 (sixteen thousand four

hundred and eight) sq. mts. for the existing building namely Kalinga,

Takshashila, bungalow including garden forming part of the bunglow,

excess balconies and encroachment thereon located at CTS No. 706B/A,

706B/B, 706B/C, 706B/D, 706B/E, 706B/F, 706B/G, 706B/H, 706B/J,

710/A, 712/A, 762/A, 763/A, 764/B, 764/C at Nahur, Mulund (West),

Mumbai, Maharashtra

“WDM” Shall mean the wholesale debt market






19

GENERAL INFORMATION

Registered and Corporate office of the Issuer

Nirmal Lifestyle Limited

3rd

Floor, Multiplex Building, Nirmal Lifestyle,

L.B.S. Marg, Mulund (W)

Mumbai 400 080

Website: www.nirmallifestyle.com

Phone No.: +91 22 25937009

Fax No.: +91 22 25937200

Business carried on by the Company and its subsidiaries

Nirmal Lifestyle Limited was incorporated on November 4, 1999 under the Companies Act, 1956 and

is engaged in the business of construction and development of properties, real estate development for

residential and commercial use.

Please refer to the Section titled “Particulars of the Offer” for details of utilization of the proceeds of

the Issue.

Corporate Structure

List of subsidiaries of the Company

Name of Company Whether direct or step

down Subsidiary

Business carried out by

the Subsidiary

Bombay IT Park Private Limited Direct Subsidiary

Development of properties,

real estate development for

residential and commercial

use

Nirmal Lifestyle (Mulund) Private

Limited Direct Subsidiary




use

Nirmal Homes Private Ltd Direct Subsidiary




use

Nirmal Heritage Pvt Ltd Direct Subsidiary




use

Nirmal Lifestyle (Pune) Private





use

Nirmal Lifestyle Developers Private





use

Nirmal Lifestyle City Services Private





use

http://www.nirmallifestyle.com/






20

Nirmal Lifestyle (Indore) Private





use

KS City Nirmal Lifestyle Realty

Private Limited One step down subsidiary




use

Nirmal Lifestyle (Kalyan) Private





use

Sujyoti Developers Private Limited One step down subsidiary




use

List of associate companies of the Company

Associate Company of the Company

Nirmal Infrastructure Private Limited

Nirmal Infrastructure (India) Private Limited

Nirmal Lifestyle (Panvel) Private Limited

Nirmal Lifestyle (Thane) Private Limited

Nirmal Lifestyle (Vasai) Private Limited

Sadguru Multitrade Private Limited

Modella Textile Industries Private Limited

Bali Properties and Investment Pvt. Ltd.

Promoter of the Company

The promoter of the Company is Mr. Dharmesh Jain, age 46 years, residing at Nirmal House, Nirmal

Nagar, Mulund Goregaon Link Road, Mulund (W), Mumbai - 400 080.

Key Operational and Financial Parameters for the last 3 Audited years

Amount in Rupees Parameters FY 2012-13 FY 2011-12 FY 2010-11

For Non-Financial Entities

Net worth 6,93,72,80,986 654,66,80,431 648,77,29,992

Total Debt 1,049,27,00,235 930,51,29,037 914,22,90,339

of which - Non Current Maturities of Long Term

Borrowing

825,64,32,617 766,31,81,059 669,05,85,010

- Short Term Borrowing 118,68,47,962 39,87,46,965 67,38,66,439

- Current Maturities of Long Term Borrowing 104,94,19,657 124,32,01,013 177,78,38,890

Net Fixed Assets 654,42,12,342 664,35,82,204 639,33,44,970

Non Current Assets 590,75,08,988 570,20,17,078 510,28,53,389

Cash and Cash Equivalents 5,20,00,506 5,21,07,922 40,06,05,581

Current Investments - - -

Current Assets 770,17,58,668 610,78,36,623 755,67,08,885

Current Liabilities 343,76,63,796 347,71,19,486 472,34,91,172

Net sales 181,47,30,763 282,86,38,566 223,39,27,131

EBITDA 73,46,33,754 83,45,25,091 56,72,48,801

EBIT 62,27,40,437 72,92,92,918 47,47,88,505






21

Parameters FY 2012-13 FY 2011-12 FY 2010-11

Interest 58,44,74,760 52,94,46,831 28,73,59,919

PAT 2,84,38,941 16,19,52,820 10,09,45,168

Dividend amounts 14,47,000 14,09,000 14,00,000

Current ratio 2.24 1.76 1.60

Interest coverage ratio 1.24 1.50 1.76

Gross debt/equity ratio 1.51 1.42 1.41

Debt Service Coverage Ratios 0.45 0.47 0.27

Gross Debt: Equity Ratio of the Company

Before the issue of debt securities : 1.51

After the issue of debt securities : 1.94

Project cost and means of financing, in case of funding of new projects:

Sources of Funds (Rs Mn) Utilization of Funds (Rs Mn)

Net collections from project(net off

brokerage & marketing expenses)

23,979 Guaranteed Development Costs 8,259

Developer Contribution 1,319 Tax Payment 3,186

Primary Investment 500 Interest on External Debt 73

Repayment of third-party debt 532

Third Party Debt 532 Amount available for distribution to

Debenture Holders & shareholders

14,280

Total 26,330 Total 26,330

Management of the Company

Under the Articles of the Company, the Company is required to have not less than three and not more

than seven Directors.

Senior Management of the Company

Details of the senior management of the Company (excluding directors) are below:

S. No. Name Date of Joining Designation

1 Mr. Sudhir Maradia January 1, 2007 Head – Land Acquisition

2 Mr. Simant Pradhan August 1, 2001 Chief Financial Officer

Directors of the Company

Details of the Directors of the Company are below:

Name, Designation,

Occupation and DIN

Age

(years)

Address Director of the

Company since

Details of other

directorship

Mr. Dharmesh S. Jain

Managing Director,

DIN No.: 00459439

Occupation: Business

47 Nirmal House, Nirmal Nagar,

Mulund Gore Gaon,

Link Road, Mulund (West),

Mumbai-400 080.

November 4,

1999

As set out in

Annexure IIA

Chandrakant H. Shah,

Director,

64 1402, A/B, Takshashila,

Nirmal Nagar, Mulund Gore

Gaon Link Road,

November 1,

2010

As set out in

Annexure IIB






22

Name, Designation,

Occupation and DIN

Age

(years)

Address Director of the

Company since

Details of other

directorship

DIN No.: 01793951


Mulund (West),

Mumbai-400080

Rajeev Ramesh Jain,

Director

DIN No.: 00397267


40 1901, Takshashila,

Nirmal Nagar, Mulund Gore

Gaon Link Road,

Mulund (West), Mumbai-

400080

February 1, 2007 As set out in

Annexure IIC

* Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or

ECGC default list, if any: Not applicable

Details of change in directors since last 3 (three) years

Name, Designation and DIN Date of Appointment

/ Resignation

Director of the Company

since (in case of

resignation)

Remarks

Chandrakant H. Shah,

Director

(DIN No. 01793951)

November 1, 2010 - Appointment

Anju Dharmesh Jain,

WholeTime Director

(DIN No. 00397310)

February 28, 2014 November 4, 1999 (Since

Incorporation)

Relinquishments due to

death

Risk Factors

Risks may include, among others, business aspects, equity market, bond market, interest rate, market

volatility and economic, political and regulatory risks and any combination of these and other risks.

Unless the context requires otherwise, the risk factors described below apply to the Issuer only. The

risks have been quantified wherever possible. If any one of the following stated risks actually occur,

the Issuer’s business, financial conditions and results of operations. Unless specified or quantified in

the relevant risk factors, the Issuer is not in a position to quantify the financial or other implications

of any risk mentioned herein below.

THESE RISKS ARE NOT, AND ARE NOT INTENDED TO BE, A COMPLETE LIST OF ALL RISKS

AND CONSIDERATIONS RELEVANT TO THE DEBENTURES OR YOUR DECISION TO

PURCHASE THE DEBENTURES.

Receipt of coupon or principal is subject to the credit risk of the Company, the Promoter and security

providers.

Security maybe insufficient to redeem the Debentures

The Debentures are secured by various securities described in the Section titled “Particulars of the

Offer. The security includes a registered English mortgage on the Property, first charge over the

Receivables of the Project. Valuation of the security created in favour of the Debenture Holders is

highly dependent on prevailing real estate market scenario.






23

Sales risk of the Project

The sales from the Project may be slower than what we expect, or slower than the rate of sales

achieved so far for other real estate projects of the Company. Slower collections from the Project and

other real estate projects of the Issuer may affect the serviceability of coupon and principal payments

of the Debentures under the Issue.

Price risk of sales in Project

Revenue from the sales in Project may be lower than what is mentioned in projections. Projections

assume that the Project area would be sold at an average rate of Indian Rupees 11,000 per sq. ft.,

however this Minimum Sale Price is subject to change due to market volatility and demand and

supply scenario is real estate projects.

Sales risk in other Projects

Slower than expected sales in the other projects of the Issuer could affect ability to service its debts in

those projects.

Debt repayments coming due

The Issuer has several other outstanding loans of approximately INR 1,000,00,00,000 (Indian Rupees

One Thousand Crore only). Delays in completion of any of the projects for which these loans were

obtained could result in the Issuer defaulting in repaying these loans, thereby resulting in a default

under the terms of the Debentures.

Increase in Project cost

Any unanticipated increase in Project cost could have a negative impact on debt serviceability. The

time and costs required to complete the Project may be subject to substantial increases due to many

factors, including shortages of, or price increases with respect to, construction materials (which may

prove defective), equipment, technical skills and labour, third party performance risks, environmental

risks, changes in market conditions, changes in government or regulatory policies, delays in obtaining

the requisite approvals, permits, licences or certifications from the relevant authorities and other

unforeseeable problems and circumstances. Any of these factors may lead to delays in, or prevent the

completion of, the Project and result in costs substantially exceeding those originally budgeted.

Material changes in regulations

The Issuer is subject generally to changes in Indian law, as well as to changes in government

regulations, local bodies regulation and policies and accounting principles. Any changes in the

regulatory framework affecting real estate companies, could adversely affect the profitability of the

Issuer or its future financial performance.

Real estate projects are exposed to various regulatory changes (including but not limited to FSI

approvals, project development, height approvals, completion certificates/ occupation certificate).

Project execution risk

While the Issuer has prior experience in developing projects in the past, the Project, like any other

land development project carries associated risks and delays which could hamper the cash flows from

the Project and thus the ability of the Issuer to meet its servicing obligations in respect of the

Debentures. The development of new projects involves various risks, including, among others,

regulatory risk, construction risk, financing risk and the risk that these projects may prove to be

unprofitable.






24

Real estate market risk

Issuer business is dependent on the conditions prevailing in the real estate market in the Mumbai

Metropolitan Region. Deterioration in market conditions or a drop in real estate prices in the Mumbai

Metropolitan Region could materially and adversely affect Issuer’s business and financial condition.

The secondary market for the Debentures may be illiquid.

The Debentures are very illiquid and no secondary market may develop in respect thereof. Even if

there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Any

such Debenture so purchased may be required to be held or resold or surrendered for cancellation, to

the extent that an issue of Debentures becomes illiquid. An investor may have to hold the Debenture

until redemption to realize value.

Tax considerations and legal considerations

Special tax considerations and legal considerations may apply to certain types of investors.

Prospective investors are urged to consult with their own tax and legal advisors to determine any tax

and legal implications of this investment.

Accounting considerations

Special accounting considerations may apply to certain types of taxpayers. Prospective investors are

urged to consult with their own accounting advisors to determine implications of this investment.

Legality of purchase

A prospective investor of the Debentures will be responsible for the lawfulness of the acquisition of

the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in

which it operates or for compliance by that prospective investor with any law, regulation or regulatory

policy applicable to it.

Rating of the Debentures

CRISIL has given a rating of BB+(SO).

Income Tax Block Assessment

There is an ongoing block assessment by the Income Tax department on the Issuer and the outcome

cannot be quantified. The outcome could adversely affect the profitability of the Company or its

future financial performance.

Details of all defaults in repayment

S. No. Details of default Duration Amount

Involved (in

Rs.)

Present Status

of Repayment

A. Statutory Dues

1. Income Tax Liability(approximately) Fiscal Year

2013 - 2014

6,28,28,859

Company is in

the process of

making the

payment of the

same.

2. Works Contract Tax for Fiscal Year

2013-14

March 2013 48,26,397

3. Interest liability on above till March March 2014 8,24,118






25

S. No. Details of default Duration Amount

Involved (in

Rs.)

Present Status

of Repayment

31, 2014

B. Debentures and Interest thereon: Nil

C. Deposits and Interest thereon: Nil

D. Loan from any bank or financial institution and interest thereon: As set out on pages

43-45

Compliance officer of the Issuer

Mr. Simant Pradhan

3rd Floor, Multiplex Building, Nirmal Lifestyle,

L.B.S. Marg, Mulund (W),

Mumbai – 400 080

Phone No.: +91 22 25937009

Fax No.: +91 22 25937200

Email: [email protected]

CFO of the Issuer

Mr. Simant Pradhan

3rd Floor, Multiplex Building, Nirmal Lifestyle,

L.B.S. Marg, Mulund (W),

Mumbai – 400 080

Ph. No.: +91 22 25937009

Fax No.: +91 22 25937200


Arrangers, if any, of the instrument:

Not Applicable

Trustee of the Issue

IDBI Trusteeship Services Limited

Ground Floor, Asian Building, 17, R Kamani Rd

Ballard Estate, Fort,

Mumbai – 400 001

Ph. No.: +91 22 4080 7000

Fax No.: +91 22 66311776

Registrar of the Issue

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound

L.B.S Marg, Bhandup (West)

Mumbai 400 078

Ph. No.: +91 22 2596 3838

Fax No.: +91 22 2594 6979

Credit Rating Agency (-ies) of the Issue

CRISIL Limited






26

CRISIL House, Central Avenue

Hiranandani Business Park, Powai

Mumbai 400 076

Phone No.: +91 22 334 23000

Fax No.: +91 22 4097 8300

Auditors of the Issuer

R. C. Jain & Associates

621, Corporate Centre, Nirmal Lifestyles,

L.B.S. Marg, Mulund (West),

Mumbai 400 080

Ph. No.: +91 22 25628290

Fax No.: +91 22 25628290


R. C. Jain & Associates have been auditors of the Company since November 4, 1999.

Details of change in auditor since last three years

There has been no change in auditors of the Company in the last three years.






27

PARTICULARS OF THE OFFER

Authority for the placement

This private placement of Debentures is being made pursuant to the resolution of the shareholders of

the Company passed at its meeting held on April 22, 2014 and resolution of the Board of Directors

passed at its meeting held on April 22, 2014, which has approved the placement of Debentures up to

Rs. 297,00,00,000 (Rupees Two Hundred and Ninety Seven Crore).

The present issue of Rs. 297,00,00,000 (Rupees Two Hundred and Ninety Seven Crore) is within the

general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies

Act, 2013, at the general meeting of the shareholders of the Company held on September 30, 2013

giving their consent to the borrowing by the Directors of the Company from time to time not

exceeding Rs. 2,000,00,00,000 (Rupees Two Thousand Crores Only).

Particulars of the Issue

The present Issue of Debentures shall be made in four tranches, aggregating to Rs. 297,00,00,000. The

Allotment of the Tranche I Debentures, Tranche II Debentures, Tranche III Debentures and the

Tranche IV Debentures shall take place on the First Closing Date, Second Closing Date, Third

Closing Date and the Fourth Closing Date respectively.

The Company shall file a return of allotment in the format prescribed under the Companies Act within

30 days of Allotment of the Tranche I Debentures, Tranche II Debentures, Tranche III Debentures and

Tranche IV Debentures, respectively.

Issuer Nirmal Lifestyle Limited

Type of Instrument Redeemable Non-Convertible Debentures

Nature of Instrument Secured

Seniority Senior

Mode of Issue Private placement

Eligible Investors Eligible Financial Institutions and insurance companies;

Companies;

Non banking finance companies (NBFCs) and Residuary NBFCs

Mutual funds

Foreign institutional investors and sub accounts registered with SEBI

Foreign portfolio investors as permitted under the Securities and

Exchange Board of India (Foreign Portfolio Investors) Regulations,

2014

Provident Funds, Gratuity, Superannuation and Pension Funds, subject

to their Investment guidelines

(together referred to as “Eligible Investors”)






28

Listing (including

name of stock

Exchange(s) where it

will be listed and

timeline for listing)

On the wholesale debt segment of BSE Limited

The Debentures shall be listed within 10 (ten) days of the Deemed Date of

Allotment.

Rating of the

Instrument

BB+(SO) by CRISIL

Issue Size Tranche I: Rs. 1,650,000,000 (Rupees One Billion Six Hundred and Fifty

Million only);

Tranche II: Rs. 220,000,000 (Rupees Two Hundred and Twenty Million

only);

Tranche III: 880,000,000 (Rupees Eight Hundred and Eighty Million

only); and

Tranche IV: 220,000,000 (Rupees Two Hundred and Twenty Million

only).

Option to retain

oversubscription

(Amount)

None

Objects of the Issue (i) Retirement of loans provided by an existing lender

(ii) General corporate purpose; and

(iii) For Cost of Development

Details of the

utilization of the

Proceeds

Tranche I Subscription Amount: To be used for (i) repayment of loan of

an existing lender; and (ii) general corporate purpose

Tranche II Subscription Amount: To be used for general corporate

purpose

Tranche III Subscription Amount: To be used for (i) general corporate

purpose; and (ii) Cost of Development

Tranche IV Subscription Amount: To be used for Cost of Development

Coupon Rate 5.10% (five point one per cent) per quarter compounded quarterly

Step Up/Step Down

Coupon Rate

Not applicable

Coupon Payment

Frequency

Quarterly

Coupon payment dates At the end of every Financial Quarter post M Period

Coupon Type Fixed






29

Coupon Reset Process

(including rates,

spread, effective date,

interest rate cap and

floor etc).

Not applicable

Day Count Basis Actual

Interest on Application

Money

In case the Company does not list the Debentures within 20 (twenty) days

of the relevant closing date due to reasons attributable to the Company

and/ or the Promoter, then the Company shall pay an additional coupon of

2% (two per cent) per annum in addition to the quarterly coupon rate as

specified above from the expiry of 20 (twenty) days from the closing date

until the date of listing of the Debentures / redemption of the Debentures.

Default Interest Rate/

Default Coupon

(i) In case the Company does not pay the coupon mentioned above, or

redeem the Debentures in accordance with the terms of the

Debentures, the Company shall pay an additional coupon of 1% (one

per cent) per quarter on the overdue amounts in addition to the

quarterly coupon rate from the date of the default till the time the

Company makes the interest payment and/or redeems the Debentures.

(ii) In case the Company does not list the Debentures within 20 (twenty)

days of the relevant Date of Allotment due to reasons attributable to

the Company and/ or the Promoter, then the Company shall pay an

additional coupon of 2% (two per cent) per annum in addition to the

quarterly coupon rate from the expiry of 20 (twenty) days from the

relevant Date of Allotment until the date of listing of the Debentures /

redemption of the Debentures.

(iii) In case of non-execution of all the Definitive Agreements and/or

creation of security Debenture Security on the First Closing Date, the

Company shall pay an additional coupon of 2% (two per cent) per

annum in addition to the quarterly coupon rate from the First Closing

Date until the time the Company executes all the Debenture

Agreements and/or creates the Debenture Security.

(iv) In case of failure by the Company to provide the Debenture Holders

with information specified in the Definitive Agreements within the

time periods specified therein, the Debenture Holders shall have the

right to receive an additional coupon of 1% (one per cent) per annum

in addition to the quarterly coupon rate to be calculated from the date

of default till the time the Company provides the required information.

Tenor 60 (sixty) months from the First Closing Date or such extended term as

may be determined by the Board with the prior consent of the Debenture

Holders

Redemption Date Debenture shall be redeemed in 8 (eight) equal quarterly installments with

the first installment being payable at the end of the 13th (thirteenth)

Interest Period from the First Closing Date (each quarterly period when

the Debentures shall be redeemed, at the end of such Redemption Period.

Redemption Amount Debentures shall be redeemed at face value along with redemption

premium, provided that interest payment (and Default Coupon, if






30

applicable) have been made, such that the Debentures being redeemed

have, on an aggregation of the face value of the Debentures, redemption

premium and any interest paid thereon, generated an IRR of 22% (twenty

two per cent) for the period from the closing until the date of redemption.

Conditions for Early

Redemption

The Debentures shall be redeemable at the option of the Debenture

Holders subject to availability of free cash flows and consent of Debenture

Holders, if at the time during the term of the Debentures, (a) the Residual

Value is less than 2.25 times of the aggregate outstanding principal

amounts due on the Debentures; or (b) if after making distributions in

accordance with the Definitive Agreements, there are funds remaining,

then the Company shall use the free cash flows to prepay the Debenture

Holders, proportionately and in part redemption of the Debentures such

that the aforesaid ratio is maintained. Company shall redeem such

percentage of the face value of the Debentures to ensure that the face value

of the Debentures being redeemed along with the interest paid thereon and

the redemption premium result in the investor receiving an IRR of 22%

(twenty two per cent) on the aforesaid face value.

Redemption Premium It is a pre-condition for the redemption of the Debentures, except

redemption pursuant to failure to list Debentures and occurrence of an

Event of Default, that the Debentures shall be redeemed at face value

along with redemption premium, provided that interest payment (and

Default Coupon, if applicable) have been made, such that the Debentures

being redeemed have, on an aggregation of the face value of the

Debentures, redemption premium and any interest paid thereon, generated

an IRR of 22% (twenty two per cent) for the period from the Closing until

the date of redemption. In the event of partial redemption of the

Debentures, such partial redemption can only be made upon payment of

pro rata return computed in such a manner that an IRR of 22% (twenty

two per cent) is received to the extent of such partial face value of the

Debentures being redeemed. Any Default Coupon paid shall not be

included in the calculation of IRR of 22% (twenty two per cent).

Issue Price Rs. 10,00,000 (Rupees Ten Lakhs only) per Debenture

Justification for Issue

Price

Issuance of Debentures is proposed to be made at par value

Discount at which

security is issued and

the effective yield as a

result of such discount

None

Put option Date Not applicable

Put option Price Not applicable

Call Option Date Not applicable

Call Option Price Not applicable

Put Notification Time Not applicable






31

Call Notification Time Not applicable

Face Value Rs. 10,00,000 (Rupees Ten Lakhs only) per debenture

Minimum Application

and in multiples of 1

Debt securities

thereafter

Rs 10,00,000

Issue Timing

1. Issue Opening

Date

2. Issue Closing Date

3. Pay-in Date

4. Deemed Date of

Allotment

Issue Opening Date for Tranche I Debentures: June 10, 2014

Issue Closing Date for Tranche I Debentures: June 10, 2014

Pay-in Date for Tranche I Debentures: June 10, 2014

Deemed Date of Allotment of Tranche I Debentures: June 10, 2014

The issue opening date, issue closing date, pay-in date and deemed date of

allotment of the Tranche II Debentures, Tranche III Debentures and

Tranche IV Debentures shall be determined upon fulfillment of the

Conditions Precedent to Second Closing, Conditions Precedent to Third

Closing and Conditions Precedent to Fourth Closing, as the case may be.

Issuance mode of the

Instrument

Dematerialised form only

Trading mode of the

Instrument

Dematerialised form only

Settlement mode of the

Instrument

Electronic clearing services (ECS), Real Time Gross Settlement (RTGS),

direct credit or national electronic fund transfer (NEFT).

Depository National Securities Depositories Limited (“NSDL”)

Business Day

Convention

Shall mean a day (other than a Saturday or a Sunday) on which scheduled

commercial banks are generally open for business in Mumbai, India

Record Date 15 (fifteen) days prior to each coupon payment / redemption date.

Security (where

applicable) (Including

description, type of

security, type of

charge, likely date of

creation of security,

minimum security

cover, revaluation,

replacement of

security).

The Debentures are secured by (“Company Security”):

(i) Creation of (a) a charge subservient only to the subsisting charge on

the First Property (excluding the portions forming part of the

Utilized Land) of an existing Lender which shall upon repayment of

the loan given by such existing lender be the first and exclusive

mortgage on the First Property; (b) a first and exclusive charge on

the Second Property (excluding the portions forming part of the

Utilized Land) and Third Property (excluding the portions forming

part of the Utilized Land); and (d) a first and exclusive charge over

all cash flows and Receivables of the Company, including but not

limited to the amounts deposited in or required to be deposited in

the Escrow Account, the Operating Account and any other bank

account of the Company related to the Project and/or Property

where the Sale Proceeds are deposited or funds are transferred from






32

the Escrow Account to such accounts and all Receivables in it;

(ii) Execution of the Demand Promissory Note in favour of the

Debenture Trustee;

(iii) Personal guarantee provided by Mr. Dharmesh Jain in favour of the

Debenture Trustee.

(iv) Post dated cheques issued by the Issuer

In case of delay in execution of the Debenture Trust Deed, Personal

Guarantee and Demand Promissory Note, the Issuer will, at the option of

the investors, refund the subscription with agreed rate of interest or will

pay penal interest of at least 2% (two per cent) per annum over the interest

rate till these conditions are complied with.

The security cover shall not be less than 2 (two) times the aggregate of the

secured obligations at any point of time. The Company shall create such

additional security as may be required to secure the Secured Obligations to

maintain the above stated security margin (“Security Cover”).

Other credit

enhancement

Not applicable

Covenants For the covenants provided by the Company and Promoter, please refer to

the Definitive Agreements

Transaction

Documents/ Definitive

Agreements

Debenture Subscription Agreement

Debenture Trust Deed

Personal Guarantee

Escrow Agreement

Demand Promissory Note

Any other document that may be designated as a transaction document

by the Debenture Trustee.

Conditions Precedent

to Disbursement

Conditions Precedent to First Closing:

(i) Passing pre-closing resolutions;

(ii) Addressing concerns regarding title, commercial, tax, architect due

diligence with respect the First Property, Second Property and the

Project;

(iii) Definitive Agreements to be in agreed form and execution of the

same;

(iv) Obtaining certificate from the existing lender whose loan is to

repaid on disbursement of Tranche I Subscription Amount;






33

(v) Take all actions to create the Debenture Security;

(vi) Amendment of Articles;

(vii) Obtaining credit rating for Tranche I Debentures;

(viii) Obtaining ISIN for the Debentures;

(ix) Opening of the Escrow Account and the Operating Account;

(x) No event to have occurred which would be a material adverse

change or event of default

(xi) General warranties to be true and correct

Conditions Precedent to Second Closing:

(i) Completion of title diligence of the Third Property

(ii) Obtaining credit rating for Tranche II Debentures;

(iii) Updating and filing the Offer Letter, if required

(iv) No event to have occurred which would be a material adverse

change or event of default

(v) General warranties to be true and correct

Conditions Precedent to Third Closing:

(i) Receipt of revised Intimation of Disapproval (IOD) and layout

approval for the Project based on initial FSI and entitling the

Project to minimum freesale FSI (including fungible FSI) area of

1,320,000 (one million three hundred and twenty thousand only)

sq. ft. as per Proforma A

(ii) Obtaining credit rating for Tranche III Debentures;

(iii) Updating and filing the Offer Letter, if required;

(iv) No event to have occurred which would be a material adverse

change or event of default;

(v) General warranties to be true and correct.

Conditions Precedent to Fourth Closing:

(i) Obtaining credit rating for Tranche IV Debentures;

(ii) Updating and filing the Offer Letter, if required;

(iii) No event to have occurred which would be a material adverse

change or event of default;

(iv) General warranties to be true and correct.






34

Condition Subsequent

to Disbursement

(i) Within 5 (five) days from each closing date, names of investors to

be reflected in the records of NSDL and register of debenture

holders of the Company;

(ii) Make all necessary filings with the relevant Governmental

Authority;

(iii) Obtaining the final listing approval from the Stock Exchange;

(iv) Repayment of the existing lender on disbursement of Tranche I

Subscription Amount;

(v) All actions with respect to satisfaction and modification of charge

on the First Property on repayment of the loan to the existing

lender;

(vi) To provide the investors with certified true copies of the filings to

be made with the relevant Governmental Authority.

Events of Default The occurrence of each or any of the following events shall be considered

an event of default:

(a) The Company, Landowners and/or the Promoters breaching or

failing to observe or comply with any term, representation, warranty

covenant, undertaking or obligation contained under any of the

Definitive Agreements, including but not limited to the following:

(i) Deciding on any of the reserved matters (as determined under

the Definitive Agreements) without following the procedure

which will be laid down in the Definitive Agreements;

(ii) Failure to procure the approval of the Debenture Holders

under the terms of the Definitive Agreements where such

approval is required;

(iii) The Company not paying any amounts due to the Debenture

Holders in accordance with the terms of the Definitive

Agreements;

(iv) The Company or the Promoters not paying any amount

payable by any of them under the Definitive Agreements in

the manner required thereunder;

(v) Any material deviation from the Business Plan without the

Debenture Holders prior consent;

(vi) Significant delays in completion of the Project from the

milestones specified in the Business Plan for any reason

beyond the control of the Company and Promoter;

(vii) Not depositing or causing the deposit of the Sales Proceeds

into the Escrow Account;

(viii) Not maintaining the Security Cover;






35

(ix) Not creating and maintaining the interest reserve or the

redemption reserve in accordance with the provision of the

Definitive Agreements;

(x) Transfer of securities by the Promoter and entities owned and

controlled by the Promoter due to which his shareholding

falls below 51% (fifty one per cent) or a change in control of

the Company (except in accordance with the provisions of the

Definitive Agreements and with the prior consent of the

Debenture Holders as the case may be).

(b) The occurrence of any of the following actions which materially

impairs or could materially impair, in the reasonable opinion of the

investors, the Business, the ability of the Company to develop the

Project or rights of the Company and/or Landowners to the

Property:

(i) Termination of any contract material to the Business, by the

Company or Promoter (or due to the act or omission of the

Company and/or the Promoter), other than as agreed to by the

Debenture Holders;

(ii) Prosecution of the Company and /or Nirmal Lifestyle

Developer Private Limited (“Landowner 2”) and/or the

Promoter for violation of any applicable law and/or the

initiation of disciplinary action by any Governmental

Authority;

(iii) Commencement of any litigation, arbitration, administrative,

governmental, regulatory or other investigations, proceedings,

requisition or disputes against any of the Company or

Landowners or the Promoters in relation to the Project or the

security interest;

(iv) Failure to obtain or the revocation of any Governmental

Approval necessary to conduct the Business and/or

development of the Project/Property in accordance with the

Business Plan.

(c) The occurrence of any of the following actions which materially

impairs or could materially impair, in the reasonable opinion of the

investors, the enforcement of the Company Security:

(i) Any restriction, imposition, attachment or a similar event

being levied on the Company Security or any part thereof or

any proceeding having been taken or commenced for

recovery of dues from an obligor;

(ii) Any general assignment of the Company Security or all or the

material part of the assets of any of the obligors, except as

permitted under the Definitive Agreements;

(iii) Any creation or attempt to create any charge, mortgage,

pledge etc over the Company Security by any of the obligors,






36

except as permitted under the Definitive Agreements;

(iv) Defect in title to Property or failure to maintain valid legal

title to assets necessary for creation, maintenance and

enforcement of Company Security created in favour of the

Debenture Trustee for the benefit of the Debenture Holders.

(d) The Company and/or the Promoters and/or Landowner 2 being

prosecuted for fraud;

(e) The occurrence of any Liquidation Event of the Company,

Landowner 2 and/or of the Promoter, whether voluntary or

otherwise;

(f) Any action by any Governmental Authority or other authority

(whether de jure or de facto) nationalizing, compulsorily acquiring,

expropriating or seizing all or any substantial part of the Business or

Property or assets of the Company in relation to the Project;

(g) Any financial indebtedness of the Company is not paid when due or

within any originally applicable cure period or any extension thereof

as may be provided by the relevant lender.

Provisions related to

cross default clause

If any financial indebtedness of the Company is not paid when due or

within any originally applicable cure period or any extension thereof as

may be provided by the relevant lender, then the same would result in an

event of default.

Other Terms and

Conditions

Please refer to the Definitive Agreements

Acceleration Event Not Applicable

Rating Action Not Applicable

Role and

Responsibilities of

Debenture Trustee

As set out in the Definitive Agreements

Governing Law and

Jurisdiction

Indian law

Jurisdiction of the courts of Mumbai

Taxes duties cost and

expenses

The Company shall bear the fees, costs and expenses relating to:

(i) The stamp duty and registration duty on the Definitive Agreements

under applicable Law;

(ii) The stamp duty on issue of the Debentures to the investor including

payment of fine, if applicable on any short levy of the stamp duty;

and

(iii) The dematerialization of the Debentures.






37

Notes:

1. If there is any change in Coupon Rate pursuant to any event including elapse of certain time

period or downgrade in rating, then such new Coupon Rate and events which lead to such

change should be disclosed.

2. The procedure used to decide the dates on which the payment can be made and adjusting

payment dates in response to days when payment can't be made due to any reason like sudden

bank holiday etc., should be laid down.

3. The list of documents which has been executed or will be executed in connection with the

issue and subscription of debt securities shall be annexed.

Illustration of Bond Cash Flows

As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows

emanating from the Debentures are mentioned below by way of an illustration.

Issuer Nirmal Lifestyle Limited

Face Value (per

Debenture)

Rs. 10,00,000 per Debenture

Issue Date/Date of

Allotment

May 5, 2014

Redemption 60 (sixty) months from the First Closing Date, or such extended term as

may be determined by the Board with the prior consent of the Debenture

Holders

Coupon Rate 5.10% (five point one per cent) per quarter compounded quarterly payable

Frequency of the

Interest Payment with

specified dates

Quarterly

Day Count Convention Actual/Actual

The tables below illustrate the cash flows based on the following two assumptions:

(a) The First Closing Date shall be May 15, 2014; and

(b) The Company shall receive the entire subscription amount of Rs. 297,00,00,000.

The details in the tables may change in case there either a change in the First Closing Date and/ or the

Company does not receive the entire subscription amount.

Cash Flows Coupon Date No. of days in

Coupon Period

Interest Amount (in Rupees

Crore)






38

Cash Flows Coupon Date No. of days in

Coupon Period

Interest Amount (in Rupees

Crore)

1st Coupon June 30, 2014 46 0

2nd

Coupon September 30, 2014 92 0

3rd Coupon December 31, 2014 92 0

4th Coupon March 31, 2015 90 0

5th Coupon June 30, 2015 91 8.91

6th Coupon September 30, 2015 92 8.91

7th Coupon December 31, 2015 92 8.91

8th Coupon March 31, 2016 91 8.91

9th Coupon June 30, 2016 91 37.696



12th Coupon March 31, 2017 90 34.831

13th Coupon June 30, 2017 91 15.147



16th Coupon March 31, 2018 90 9.467

17th Coupon June 30, 2018 91 7.574



20th Coupon March 31, 2019 90 1.893

Principal

Date Amount (in Rupees Crore)

June 30, 2017 37.125

September 30, 2017 37.125

December 31, 2017 37.125

March 31, 2018 37.125

June 30, 2018 37.125

September 30, 2018 37.125

December 31, 2018 37.125

March 31, 2019 37.125

Debenture redemption reserve

The Company shall maintain the debenture redemption reserve as per the Companies Act and if

during the term of the Debentures any guidelines are formulated (or modified or revised) by any

Governmental Authority having authority under Law in respect of creation of debenture redemption

reserve, the Company shall abide by such guidelines.

Name and address of the valuer who performed valuation of the security offered

As this is an issuance of Debentures at par value, there is no valuation for this Issue.

Details of contribution made by the Promoter or Directors either as part of the Issue or

separately in furtherance of the Objects of the Issue

No contributions have been made by the Promoter or Directors either as part of the Issue or separately

in furtherance of the Objects of the Issue.

Principal terms of the assets charged as security, if any






39

The Debentures issued by the Issuer shall be secured by way of security created over the Property, as

detailed above.






40

DISCLOSURE WITH REGARD TO THE INTEREST OF DIRECTORS,

LITIGATION ETC.

(a) Except the personal guarantee provided by Mr. Dharmesh S. Jain, none of the Directors, or

key managerial personnel of the Issuer have any financial or other material interest in the

Issue.

(b) There are no litigation or legal action pending or taken by any Ministry or Department of the

Government or a statutory authority against the Promoter of the Issuer during the last 3 (three)

years immediately preceding the year of the circulation of the Offer Letter and no direction

has been issued by such Ministry or Department or statutory authority upon conclusion of

such litigation or legal action.

(c) Remuneration of directors (during the current year and last three financial years);

Name of Directors Fiscal 2014 Fiscal 2013 Fiscal 2012

Dharmesh Jain 6,000,000 1,800,000 9,750,000

Chandrakant Shah Nil Nil Nil

Rajeev Ramesh Jain Nil Nil 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 have been listed out below:

(A) Transactions with related party during the Financial Year 2013

Sr No Nature of

Transaction

Holding

Company

Subsidiary

Companies

Associate

Companies

Partnership

Firms Where

control Exist

Other Parties

Where Control

Exist

Key

Management

Personal

(including

Relative)

i Loans & Advances

Recd / Recovered

- - - 9,571,270 10,020,300.00 124,288,617

(NIL) (NIL) (NIL) (NIL) (NIL) (115,954,649)

ii Loans & Advances

Given/ Repaid

0 1,191,060,561 191,424,212 - 82,705,375 9,007,572

(303,000,000) (1,046,133,871) (268,021,141) (9,041,406) (8,575,605) (NIL)

iii Shares Allotted 290,000,000 - - - - 90,000,000

(9,000,000) (NIL) (NIL) (NIL) (NIL) (NIL)

iv Shares Purchased 335,227,526

NIL

v Director's

Remuneration

3,600,000

(14,179,200)

vi Dividend Paid 729,000 - - - - 680,000

(720,000) (NIL) (NIL) (NIL) (NIL) (680,000)

vii Receivable /

Adjustable

1,050,502,406 169,019,398 81,871,276 50,000

(NIL) (901,598,109) (192,616,900) (NIL) (523,920) (1,456,941)

viii Payable / Adjustable 9,994,647 119,640,333

(NIL) (NIL) (NIL) (NIL) (NIL) (115,263,303)

(B) Transactions with related party during the Financial Year 2012

Sr No Nature of

Transaction

Holding

Company

Subsidiary

Companies

Associate

Companies

Partnership

Firms

Other Parties

Where Control

Exist

Key

Management

Personal

(including

Relative)






41

Sr No Nature of

Transaction

Holding

Company

Subsidiary

Companies

Associate

Companies

Partnership

Firms

Other Parties

Where Control

Exist

Key

Management

Personal

(including

Relative)

i Loans &

Advances Recd / NIL NIL NIL NIL NIL 115,954,649

Recovered (NIL) (NIL) (NIL) (3,097,500) (14,922,864) (161,518,973)

ii Loans &

Advances Given/ 303,000,000 1,046,133,871 268,021,141 9,041,406 8,575,605 1,456,941

Repaid (NIL) (1,127,882,134) (100,026,579) (9,048) (25,041,009) (NIL)

iii Shares

Alloted 9,000,000 NIL NIL NIL NIL NIL

(NIL) (NIL) (NIL) (NIL) (NIL) (NIL)

iv Director's

Remuneration 14,179,200

(14,179,200)

v Dividend Paid

720,000 NIL NIL NIL NIL 680,000

(2,999,540) (NIL) (NIL) (NIL) (3,760) (6,396,700)

vi Salary &

Bonus Paid NIL

(245,000)

vii Receivable /

Adjustable NIL 901,598,109 192,616,900 NIL 523,920 1,456,941

(NIL) (933,292,717) (89,791,632) (NIL) (NIL) (NIL)

viii Payable

Adjustable NIL NIL NIL NIL NIL 115,263,303

(303,000,000) (NIL) (NIL) (3,097,500) (12,272,452) (100,983,294)

(C) Transactions with related party during the Financial Year 2011

Sr.

No

Nature of Transaction Holding

Company

Subsidiary

Companies

Associate

Companies

Partnership

Firms

Other parties

where control

exists

Key

Management

Personnel

(including

Relatives)

i Loans and Advances

Received /Recovered

NIL NIL 30,97,500 1,49,22,864 16,15,18,973

NIL NIL NIL NIL NIL (5,12,90,504)

ii Loans and Advances Given / Repaid

NIL 1,12,78,82,134 10,00,26,579 9,048 2,50,41,009 NIL

(1,26,72,02,057) (1,70,64,365) (84,29,504) (16,86,80,502) NIL

iii Rent received NIL NIL NIL NIL NIL NIL

NIL NIL NIL NIL (6,55,55,935) NIL

iv Common Area

Maintenance Charges received

NIL NIL NIL NIL NIL NIL

NIL NIL NIL NIL (1,58,36,340) NIL

v Investments made in

Shares & Debentures

NIL NIL 52,500 NIL NIL NIL

NIL (499,990) (27,50,00,000) NIL NIL NIL

vi Share Application Money Received

45,30,00,000 NIL NIL NIL NIL NIL

(22,00,00,000) NIL NIL NIL NIL (10,00,00,000)

vii Director’s

Remuneration

1,41,79,200

(1,41,79,200)

viii Dividend paid 7,20,000 NIL NIL NIL NIL 6,80,000

NIL NIL NIL NIL NIL NIL

ix Salary and Bonus Paid 2,45,000

(3,25,000)

x Receivable/Adjustable NIL 93,32,92,717 8,97,91,632 NIL NIL NIL

NIL (79,05,57,554) (48,54,194) NIL (16,68,76,050) NIL

xi Payable/Adjustable 30,30,00,000 NIL NIL 30,97,500 1,22,72,452 10,09,83,294

(22,00,00,000) NIL NIL NIL NIL (15,21,90,504)

(e) There have been no reservations or qualifications or adverse remarks of auditors in the last

five financial years immediately preceding the year of circulation of Offer Letter.






42

(f) There has been no inquiry, inspections or investigations initiated or conducted under the

Companies Act or any previous company law in the last three years immediately preceding

the year of circulation of this Offer Letter with respect to the Company and all of its

subsidiaries. There were no prosecutions filed, fines imposed, compounding of offences in the

last three years immediately preceding the year of the Offer Letter.

(g) There were no material frauds committed against the Company in the last 3 (three) years.






43

FINANCIAL POSITION OF THE COMPANY

Capital structure of the Company

The capital structure of the Company as on March 31, 2014 is provided below:

Sr.

No

Share Capital In Rs.

(unless specified otherwise)

A. Authorized Share Capital 1,500,000,000

B. Issued, Subscribed and Paid-up Share Capital 1,447,000,000

C. Present Issue Issue of debentures of face value of Rs.

10,00,000 each aggregating to Rs.

297,00,00,000

D. Share premium account

Before the Issue 423,000,000

After the Issue 423,000,000

The details of the existing share capital of the Company since incorporation is below:

Date of

Allotment

No of Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Consideration

(Cash or

otherwise)

Nature of Allotment

04/11/1999 7000 10 10 Cash Subscription to

Memorandum of

Association

28/03/2000 43,000 10 10 Cash Preferential allotment

18/03/2002 9,50,000 10 10 Cash Preferential allotment

26/10/2005 90,00,000 10 Nil Not applicable Bonus Shares

26/04/2008 1,80,00,000 10 10 Cash Right Issue

28/03/2009 2,20,00,000 10 Nil Not applicable Bonus Shares

24/03/2010 4,40,00,000 10 Nil Not applicable Bonus Shares

15/12/2010 2,60,00,000 10 10 Cash Right Issue

30/03/2011 2,00,00,000 10 10 Cash Right Issue

30/03/2012 9,00,000 10 100 Cash Right Issue

26/09/2012 28,00,000 10 100 Cash Right Issue

05/10/2012 10,00,000 10 10 Cash Right Issue

Total 14,47,00,000

Details of the allotments made by the Company in the last one year are below:

Date of Allotment No of

Equity

Shares

Face

Value

(Rs.)

Issue Price

(Rs.)

Consideration (Cash or

otherwise)

Nature of

Allotment

26/09/2012 28,00,000 10 100 Cash Right Shares

05/10/2012 10,00,000 10 100 Cash Right Shares

Details of the shareholding of the Company as on March 31, 2014

Shareholding pattern of the Company as on last quarter end

Sr.

No.

Particulars Total No of

Equity

Shares

No of shares

in demat

form

Total Shareholding

as % of total no of

equity shares

1. Mr. Dharmesh S. Jain 6,87,28,882 Nil 47.50%






44

Sr.

No.

Particulars Total No of

Equity

Shares

No of shares

in demat

form

Total Shareholding

as % of total no of

equity shares

2. Nirmal Lifestyle Holding Pvt. Ltd. 7,58,00,000 Nil 52.38%

3. Mrs. Anju Jain 1,37,539 Nil 0.10%

4. Mrs. Nirmala Jain 33,571 Nil 0.02%

5. Mr Chandrakant Shah 02 Nil 0.00%

6. Mr Umesh Solanki 02 Nil 0.00%

7. Mr.Rajeev Jain 02 Nil 0.00%

8. Mr. Vijay Pawar 02 Nil 0.00%

Total 14,47,00,000 100.00%

Notes: Shares pledged or encumbered by the promoters (if any): Nil

List of top 10 holders of equity shares of the Company as on the latest quarter end

Sr.

No.

Name of the shareholders Total No of

Equity

Shares

No of shares

in demat

form

Total Shareholding

as % of total no of

equity shares

1. Mr. Dharmesh S. Jain 6,87,28,882 Nil 47.50%

2. Nirmal Lifestyle Holding Private

Limited

7,58,00,000 Nil 52.38%

Details of any acquisition or amalgamation in the last one year

Nil

Details of reorganization or reconstruction in the last one year

Nil

Details of borrowings of the Company, as on the latest quarter end

Details of Secured Loan Facilities:

Lender’s

Name

Type of

Facility

Amount

Sanctioned

(in Rs.

Cr.)

Principal

Amount

Outstanding

Repayment

Date /

Schedule

Security

Standard

Chartered

Bank

Securitization

Loan

46.00 38.70 PVR Rental

discounting

Assignment of lease rental of

PVR Cinema and mortgage of

59,400 (fifty nine thousand

and four hundred) sq. ft. of

Multiplex Building at Nirmal

Lifestyle Mall situated at

L.B.S Marg, Mulund (west),

Mumbai - 400080

Bank of

Baroda

Securitization

Loan

225.00 215.75 Rental

discounting

Registered mortgage of

3,40,285 (three lakh forty

thousand two hundred and

eighty five) sq. ft. Mall - I and

assignment of lease rental

situated at L.B.S. Marg,

Mulund (West), Mumbai 400






45

Lender’s

Name

Type of

Facility

Amount

Sanctioned

(in Rs.

Cr.)

Principal

Amount

Outstanding

Repayment

Date /

Schedule

Security

080

HDFC Ltd Construction

Finance

205.00 161.39 90% of

Receivable

linked

towards

repayment

Charge on land and

construction there upon of

COJ Project situated at ACC

Compound, Jatashankar Road,

Mulund (West), Mumbai – 400

080

HDFC Ltd Construction

Finance

175.00 170.26 100% of

receivables

linked

towards

repayment

Charge on land and

construction there upon of US

Open Project situated at ACC

Compound, Jatashankar Road,


080

Capital First Construction

Finance

68.00 68.00 60% of

receivables

linked

towards

repayment

Charge on land and

construction there upon project

saleable area 10 lacs sq. ft,

property situated at L.B.S

Marg, Mulund (West),

Mumbai – 400 080

Religare

Finvest Ltd.

Mortgage

Loan

25.00 16.00 EMI of 59

Lacs

Mortgage of fourth floor of

Company corporate office

situated at Nirmal lifestyle

Mall, L.B.S Marg, Mulund

(West), Mumbai - 400 080

Religare

Finvest Ltd.

Construction

Finance

50.00 25.82 EMI of 1.75

Crore

Mortgage of land area

approximately 2 (two) acres

and saleable area of 5,00,000

(five lakhs) sq. ft. of Discovery

Tower situated at L.B.S Marg,

Mulund (West), Mumbai -400

080

Religare

Finvest Ltd.

Construction

Finance

15.00 13.68 EMI of 53

lacs


approximately 2 (two) acres

and saleable area of 5,00,000

(five lakhs) sq. ft. of NLL

Residency - IV project

saleable area 10 lacs sq ft,

property situated at L.B.S

Marg, Mulund (West),

Mumbai – 400 080

SREI Eq. Fin

Pvt. Ltd.

General

Business

Purpose

74.81 30.68 EMI of 3.29

Crore

Mortgage of third floor of

Company corporate office

situated at Nirmal lifestyle


(West), Mumbai -400 080

SREI Eq. Fin

Pvt. Ltd.

General

Business

Purpose

30.00 23.00 EMI of 97.17

Lakh

Mortgage of Jawahar Talkies

situated at Dr. R.P Road,

Mulund (West), Mumbai -400

080






46

Lender’s

Name

Type of

Facility

Amount

Sanctioned

(in Rs.

Cr.)

Principal

Amount

Outstanding

Repayment

Date /

Schedule

Security

SREI Eq. Fin

Pvt. Ltd.

General

Business

Purpose

20.00 14.72 EMI of 74.23

Lakh

Land admeasuring 11.28 acres

at Village Balyani, Taluka

Kalyan by way registered

mortgage deed.

Union Bank

of India

Construction

Finance

100.00 92.55 will be

converted in

to LRD once

the mall will

be operational


approximately 60,495 (sixty

thousand four hundred and

ninety five) sq. mtr. of Nirmal

Lifestyle Limited Mall II

situated at Opposite Nirmal

Lifestyle Mall, L.B.S Marg,

Mulund West), Mumbai – 400

080

Dena Bank Overdraft

Facility

11.36 11.36 Every year to

be renewed

Mortgage of Avior Shops

situated at L.B.S Marg,


080

Punjab &

Sind Bank

Overdraft

Facility


be renewed

Mortgage of Ecstacy Shops

situated at L.B.S Marg,


080

ICICI Bank Overdraft

Facility


be renewed

Mortgage of NLL Shops

situated at Nirmal Lifestyle


West), Mumbai – 400 080

Details of Unsecured Loan Facilities:

Lender’s Name Type of Facility Amount

Sanctioned

Principal Amount

Outstanding

Repayment Date /

Schedule

Related Parties Unsecured loan 12,06,12,509 12,06,12,509 Yet to be finalized

Others Unsecured loan 79,78,03,912 79,78,03,912 Yet to be finalized

Details of Non Convertible Debentures:

Debenture

Series

Tenor/Period

of Maturity

Coupon Amount Date of

Allotment

Redemption

Date /

Schedule

Credit

Rating

Secured /

Unsecured

Security

1(A) 3 years from

date of

allotment (last

principal

payment date

being

31.03.2017)

17.3% 25,00,00,000 29.03.2014 12 equal

monthly

installments

starting from

30.04.2016

Un-

rated

Secured First Charge

by way of

Mortgage on

Project Land

(14,833.13

sq. mtrs

bearing CTS

no.

491A/1/A

(491A/1),

(491A/1/B,






47

Debenture

Series

Tenor/Period

of Maturity

Coupon Amount Date of

Allotment

Redemption

Date /

Schedule

Credit

Rating

Secured /

Unsecured

Security

491A/2/A

(491A/2),

491A/3 and

491A/4 of

the Mulund

Residential

Project

(Turquoise,

Amethyst

and Zircon)

1(B) 45 months from

from date of

allotment (last

principal

payment date

being

31.12.2017)

17.3% 25,00,00,000 29.03.2014 27 equal

monthly

installments

starting from

31.10.2015

Un-

rated

Secured Same as

above

List of Top 10 Debenture Holders (as on March 31, 2014):

Sr. No. Name and Address of Debenture Holders Amount % of Total

1. Capital First Limited

Indiabulls Finance Centre Tower II,

15th floor, Senapati Bapat Marg,

Elphinstone(W), Mumbai - 400 013

50,00,00,000 100%

The amount of corporate guarantee issued by the Issuer along with name of the counterparty

(like name of the subsidiary, joint venture entity, group company, etc) on behalf of whom it

has been issued:

Sr. No. Name of the subsidiary Amount in Crore

1 Nirmal Lifestyle Pune Private Limited 82.0

2 Modella textile Industries Limited 150.0

Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on

the latest quarter end to be provided and its breakup in following table:

Not applicable

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

Details of all default/s and/or delay in payments of interest and principal of any kind of term

loans, debt securities and other financial indebtedness including corporate guarantee issued by

the Company, in the past 5 years:

Nil

Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i)

for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or






48

(iii) in pursuance of an option:

Nil

Profits of the company, before and after making provision for tax, for the three Financial Years

immediately preceding the date of circulation of the Offer Letter;

Financial Year

2012-13

(Rs. In lacs)

Financial Year

2011-12

(Rs. In lacs)

Financial Year

2010-11

(Rs. In lacs)

Profit before tax & provision 382.66 1998.46 1874.29

Profit after tax & provision 284.39 1619.53 1009.45

Dividends declared by the company in respect of the said three Financial Years; interest

coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)

Financial Year Dividend Declared

(Rs. In Lacs)

Interest coverage ration

2012-13 14.47 1.24

2011-12 14.09 1.50

2010-11 14.00 1.76

A summary of the financial position of the company as in the three audited balance sheets

immediately preceding the date of circulation of Offer Letter;

Please refer to ‘Key Operational and Financial Parameters for the last 3 Audited years’ above.

Audited Cash Flow Statement for the three years immediately preceding the date of circulation

of offer letter;

The audited cash flow statements have been provided in Annexure I.

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/1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing /

publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the

financial year, submit a copy of the latest annual report to the 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.

Any change in accounting policies during the last three years and their effect on the profits and

the reserves of the Company.

The Company has changed its accounting policy relating to depreciation of assets to ensure

compliance with Schedule XIV of the Companies Act providing 100% depreciation on the assets

below Rs. 5000 (Rupees Five Thousand only). The impact of this change on the financial statements

as on March 31, 2012 was Rs. 24,87,000 (Rupees Twenty Four Lakhs and Eighty Seven Thousand

only).

Any material event/ development or change having implications on the financials/credit quality

(e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting

in material liabilities, corporate restructuring event etc) at the time of issue which may affect

the issue or the investor's decision to invest / continue to invest in the debt securities.






49

No such material event/ development or change having implications on the financials/credit quality at

the time of issue which may affect the issue or the investor's decision to invest / continue to invest in

the debt securities has taken place.

TERMS OF OFFER OR PURCHASE

Terms of offer are set out in “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. 297,00,00,000 (Rupees Two Hundred Ninety Seven Crores 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

14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Securities and

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

applicable laws in this regard.

Submission of Application Forms

The investors/ applicants are requested to submit the filled in Application Form as follows:

(a) For the Tranche I Debentures, subsequent to the Company submitting First Closing CP

Completion Certificate and the Closing Certificate;

(b) For the Tranche II Debentures, subsequent to the Company submitting Second Closing CP

Completion Certificate and the Closing Certificate;

(c) For the Tranche III Debentures, subsequent to the Company submitting Third Closing CP

Completion Certificate and the Closing Certificate; and

(d) For the Tranche IV Debentures, subsequent to the Company submitting the Fourth Closing CP

Completion Certificate and the Closing Certificate.

How to Apply

Application(s) for the Debentures must be made submitting the applications forms (the “Application

Form”) which must be completed in block letters in English.

The payments pursuant to the Application Form(s) may be made by Real Time Gross Settlement

(RTGS) by crediting the funds to the account given below:

Beneficiary Name NLL Premium Residency Escrow Account

Bank Name Kotak Mahindra Bank Limited

C/a No 4611422824

Branch Address II-5C Mittal Court 224, Nariman Point, Mumbai – 400 021

IFSC Code KKBK0000958

Instructions for Application

(1) Application must be completed in BLOCK LETTERS IN ENGLISH. A blank must be left






50

between two or more parts of the name.

(2) Signatures should be made in English.

(3) Minimum application shall be for 20 (twenty) Debenture[s] and in multiples of 1 (one)

Debenture thereafter.

(4) The Debentures are being issued at par to the face value. Full amount has to be paid on

application per Debenture applied for. Applications for incorrect amounts are liable to be

rejected. Face Value: Rs. 10,00,000/- (Rupees Ten Lakhs Only).

(5) Money orders or postal orders will not be accepted. The payments can be made by RTGS, the

details of which are given above.

(6) No cash will be accepted.

(7) The Applicant should mention its permanent account number or the GIR number allotted to it

under the Income Tax Act, 1961 and also the relevant Income-tax circle/ward/District.

(8) Applications under Power of Attorney/Relevant Authority

In case of an application made under a power of attorney or resolution or authority to make

the application a certified true copy of such power of attorney or resolution or authority to

make the application and the Memorandum and Articles of Association and/or bye-laws of

the investor must be attached to the Application Form at the time of making the application,

failing which, the Company 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 therefore.

Further any modifications / additions in the power of attorney or authority should be notified

to the Company at its registered office. Names and specimen signatures of all the authorised

signatories must also be lodged along with the submission of the completed application.

(9) An application once submitted cannot be withdrawn. The applications should be submitted

during normal banking hours at the office mentioned below:

Nirmal Lifestyle Limited (Attention: Mr. Simant Pradhan)

c/o. 3rd Floor, Multiplex Building, Nirmal Lifestyle, L.B.S. Marg,

Mulund (W), Mumbai 400 080

(10) The applications would be scrutinised and accepted as per the terms and conditions specified

in this Offer Letter.

(11) Applicants residing or situate at places other than in Mumbai, may send their application

along with cheques or demand drafts to the centre mentioned above. The demand drafts must

be payable at Mumbai. The demand draft charges will have to be borne by the Applicant.

(12) The investor/applicant shall apply for the Debentures in electronic, i.e., dematerialised form

only. Applicants should mention their Depository Participant’s name, DP-ID and Beneficiary

Account Number in the Application Form. In case of any discrepancy in the information of

Depository/Beneficiary Account, the Company shall be entitled to not credit the beneficiary’s

demat account pending resolution of the discrepancy.

The Applicant is requested to contact the office of the Company as mentioned above for any

clarifications.






51

Succession

In case the Debentures are held by a person other than an individual, the rights in the Debenture shall

vest with the successor acquiring interest therein, including a liquidator or such any person appointed

as per the applicable laws.

The Debentures, if any issued under this Offer Letter, shall be subject to the Debenture Trust Deed

and other Definitive Agreements and also be subject to the provisions of the Memorandum and

Articles of the Company.

Option to Subscribe

The Company has made arrangements for issue and holding of the Debentures in dematerialized form.

Nomination Facility

The Company does not offer any nomination facility to the investors of the Debentures issued under

this Offer Letter.

Allotment Intimation

The Debentures allotted to investor in dematerialized form would be directly credited to the

beneficiary account as given in the Application Form after verification.

Register of Debentures holder(s)

A register of all Debenture holder(s) containing necessary particulars will be maintained by the

Company at its Registered Office. A copy of the register of all Debenture holder(s) will also be

maintained by the Company at its Corporate Office.

Authority for the Placement

This private placement of Debentures is being made pursuant to the resolution of the shareholders of

the Company passed at its meeting held on April 22, 2014 and resolution of the Board of Directors

passed at its meeting held on April 22, 2014, which has approved the placement of Debentures up to

Rs. 297,00,00,000. The present issue of Rs. 297,00,00,000 is within the general borrowing limits in

terms of the resolution passed under Section 180(1)(c) of the Companies Act, 2013, at the General

Meeting of the shareholders of the Company held on September 30, 2013 giving their consent to the

borrowing by the Directors of the Company from time to time not exceeding Rs. 2,000,00,00,000

(Rupees Two Thousand Crores Only) subject to any restrictions imposed by the terms of the

agreement entered into from time to time for grant of loans to the Company of all monies deemed by

them to be requisite or proper for the purpose of carrying on the business of the Company. The

borrowings under these Debentures will be within the prescribed limits as aforesaid.

The Company can carry on its existing activities and future activities planned by it in view of the

existing Approvals, and no further approvals from any Government authority are required by the

Company to carry on its said activities.

Record Date

This will be 15 days prior to each coupon payment / call option date / redemption date (“Record

Date”). The list of beneficial owner(s) provided by the Depository as at the end of day of Record Date

shall be used to determine the name(s) of person(s) to whom the interest and/or principal installment

is to be paid.

Compliance Officer






52

The investor may contact the Company in case of any pre -issue / post-issue related problems such as

non-receipt of letters of allotment / Debenture certificates / refund orders / interest cheques.

Debentures to Rank Pari-Passu

The Debentures of this Issue shall rank pari-passu inter-se without preference or priority of one other

or others.

Tax Benefits

There are no specific tax benefits attached to the Debentures. Investors are advised to consider the tax

implications of their respective investment in the Debentures.

Trustees

IDBI Trusteeship Services Limited have agreed to act as the trustees for and on behalf of the

Debenture holder(s). IDBI Trusteeship Services Limited vide their letter dated April 11, 2014 have

given their consent to the Company for their appointment as the trustee under the Companies Act,

2013 and Regulation 4(4) of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 dated

June 6, 2008, as amended from time to time and in all the subsequent periodical communications sent

to the holders of debt securities.

All the rights and remedies of the Debenture holder(s) shall vest in and shall be exercised by the said

trustees without having it referred to the Debentures holder(s).

The consent letter of the trustee has been provided in Annexure IV.

Debentures subject to the Debenture Subscription Agreement, Debenture Trust Deed, etc.

The Debentures, issued under this Offer Letter, shall be subject to prevailing guidelines/regulations of

Reserve Bank of India and other authorities and also be subject to the provisions of the Memorandum

and Articles of Association of the Company and all documents to be entered into by the Company in

relation to the issue of Debentures including Debenture Subscription Agreement and the Debenture

Trust Deed and other Definitive Agreements, as applicable (“Transaction Documents”).

Governing Law

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

Company and Company’s obligations under the Debentures shall, at all times, be subject to the

directions of Department of Company Affairs, RBI, SEBI and Stock Exchanges and other applicable

regulations from time to time. Applicants, by purchasing the Debentures, agree that the High Court of

Judicature at Mumbai shall have exclusive jurisdiction with respect to matters relating to the

Debentures.

Conflict

In case of any repugnancy, inconsistency or where there is a conflict between the conditions as are

stipulated in this Offer Letter and any of the Transaction Documents to be executed by the Company,

the provisions as contained in the Transaction Documents shall prevail and override the provisions of

this Offer Letter. Further, notwithstanding any information stated in this Offer Letter, the Promoter

and the Company agrees to indemnify, defend and hold harmless the investors from and against any

claim pursuant to the terms of the Definitive Agreements.






53

Material Contracts and Agreements

Set out below is the statement containing particulars of, dates of, and parties to all material contracts

and agreements of the Company

Memorandum & Articles of Association

Credit Rating Letter dated May 5, 2014 from CRISIL.

Consent from IDBI Trusteeship Services Limited to act as debenture trustee vide their letter

dated April 11, 2014.

Consent of Link Intime India Private Limited to act as Registrar and Transfer Agent vide their

letter dated April 15, 2014.

Audited Annual report for the year ended March, 2013 and unaudited financial statement as at

December 31, 2013.

Certified true copy of the resolution dated September 30, 2013, of the shareholders of the

company under 180(1)(c) of the Companies Act, 2013.

Certified true copy of resolution dated April 22, 2014, of the Board of Directors for the

issuance of Debentures.

Debenture Trust Deed

List of authorized signatories under the resolutions

The declaration by Mr. Chandrakant Shah, a director of the Company, in respect of the Issue has been

provided as Annexure VII.

Declaration

I am authorized by the Board of Directors of the Company vide resolution no. 3 dated April 22, 2014

to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made

thereunder in respect of the subject matter of this form and matters incidental thereto have been

complied with. The Offer Letter contains full disclosures in accordance with Securities and Exchange

Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No.

LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended from time to time. Whatever is

stated in this form and in the attachments thereto is true, correct and complete and no information

material to the subject matter of this form has been suppressed or concealed and is as per the original

records maintained by the promoters subscribing to the Memorandum of Association and Articles of

Association.

Attachments:

Annexure III: Credit Rating Letter

Annexure IV: Consent Letter from Debenture Trustee

Annexure V: Declaration from Director

Annexure VI: Copy of Shareholders Resolution And Board Resolution

Annexure VII: Declaration by Director in respect of the Issue






54

ANNEXURE I

Cash Flow Statement

31-03-2013 31-03-2012 31-03-2011

Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

Cash flows from

operating activities

Profit/(Loss) before

Taxation and

extraordinary items

38,265,676 199,846,087 187,428,586

Adjstment For:

Depreciation 111,893,317 105,217,594 92,460,296

Interest Expenses 583,418,655 524,234,521 287,359,919

Dividend Income

(Profit)/Loss on sale of

Fixed Assets(Net)

6,485,189 23,490 5,675,934

Preliminary Expenses

w/off

1,056,105 5,212,310 825,352

Operating Profit before

Working Capital

changes

741,118,942 834,534,002 573,750,087

(Increase)/Decrese in

Inventories

(1,541,529,012) (679,864,209) (250,397,060)

(Increase)/Decrese in Capital Work-In-Progress

149,152,501 (722,313,870) (1,058,009,321)

(Increase)/Decrese in

Trade and other

receivables

(81,817,334) 1,907,668,508 (863,290,744)

Increase/(Decrese) in

Current Liabilities &

Provisions

216,899,188 (1,093,658,942) 525,355,390

Cash Generated from operations

(516,175,715) 246,365,489 (1,072,591,648)

Taxes Paid (12,304,879) (221,786,528) (72,876,127)

Net Cash from operating

activities

(528,480,594) 24,578,961 (1,145,467,775)

Cash flows from

investing activities

Purchase of Fixed Assets (33,858,140) (367,890,171) (92,660,122)

Proceeds from Sale of Fixed Assets

3,063,000 5,000 9,127,856

Investments in firms and

companies

(325,327,526) (10,000,000) 11,966,110

Increase in Preliminary Expenses

(1,056,105) 508,176 (11,097,972)

Net cash used in investing

activities

(357,178,771) (377,376,995) (82,664,128)

Cash flows from

Financing activities

Proceeds from Share

Capital

38,000,000 9,000,000 460,000,000

Proceeds from Share application Money

- (90,000,000) (17,000,000)

Proceeds from Share

premium

342,000,000 81,000,000

Proceeds from unsecured loans

690,947,402 91,985,724 58,792,790

Proceeds/(Repayments) of

Secured Loans

399,470,202 437,958,172 883,723,925

Dividend Paid (1,447,000) (1,409,000) (1,400,000)

Interest Paid (583,418,655) (524,234,521) (287,359,919)

Net cash generated/(used)

in Financing activities

885,551,949 4,300,375 1,096,756,796

Net Increase in Cash and

Cash equivalent

(107,416) (348,497,659) (131,375,107)

Opening balance of Cash

and Cash equivalents

52,107,922 400,605,581 -

Closing balance of Cash

and Cash equivalents

52,000,506 52,107,922 401,662,281

(107,416) (348,497,659 (131,375,107)






55

ANNEXURE IIA

DETAILS OF OTHER DIRECTORSHIP OF DHARMESH S. JAIN

S. No. Company Name

1 Sardarmal Prithviraj Constructions Private Limited

2 Nirmal Lifestyle Limited

3 Nirmal Infrastructure ( India) Private Limited

4 Nirmal Lifestyle Properties Private Limited

5 Nirmal Aavasiya Sankul Private Limited

6 Nirmal Heritage Private Limited

7 Nirmal E-Township Private Limited

8 Nirmal Events 2 Excellence Private Limited

9 Dharm Kshetra Properties Private Limited

10 Nirmal Hospitality Services Private Limited

11 Nirmal Construction Private Limited

12 Nirmal Infrastructure Private Limited

13 Bombay IT Park Private Limited

14 Nirmal Homes Private Limited

15 Nirmal Lifestyle (Thane) Private Limited

16 Nirmal Lifestyle (New Bombay) Private Limited

17 Nirmal Lifestyle (Pune) Private Limited

18 Nirmal Lifestyle (Kalyan) Private Limited

19 Nirmal Lifestyle (Bhiwandi) Private Limited

20 Nirmal Lifestyle ( Panvel) Private Limited

21 Nirmal Lifestyle (Indore) Private Limited

22 Nirmal Lifestyle (Vasai) Private Limited

23 Nirmal Lifestyle (Mulund) Private Limited

24 Nirmal Lifestyle Developers Private Limited

25 Nirmal Lifestyle City Development Corporation Private Limited

26 Nirmal Lifestylecity Services Private Limited

27 Shopping Centres Association Of India

28 Ks City Nirmal Lifestyle Realty Private Limited

29 Nirmal Lifestyle International Private Limited

30 Nirmal NCC Construction Private Limited

31 Sujyoti Developers Private Limited

32 Nirmal Lifestyle Holding Private Limited

33 Nirmal Lifestyle Investment & Finance Private Limited

34 Nirmal E-Lifestyles Private Limited

35 Nirmal Lifestyle Luxor Private Limited

36 Sadguru Multitrade Private Limited

37 Nirmal Lifestyle Housing Private Limited

38 Nirmal Realtors Private Limited

39 Nirmal Housing Private Limited

40 Modella Textile Industries Limited

41 Bali Properties and Investments Private Limited

42 Nirmal Capacite Construction Private Limited

43 Nirmal Sports Private Limited

44 Nirmal Alfara’a Constructions Private Limited






56

ANNEXURE IIB

DETAILS OF OTHER DIRECTORSHIP OF CHANDRAKANT H. SHAH

S. No. Name of the Company/ LLP

1 Nirmal Raj Fiscare Private Limited

2 Nirmal Lifestyle Realty Private Limited

3 Nirmal Supermarkets Private Limited

4 Sushobhit Properties Private Limited

5 Shoprite Marketing Private Limited

6 Siddhidayak Multitrade Private Limited




10 Nirmal Infrastructure (Dombivili) Private Limited

11 Nirmal Mall Management Services Private Limited

12 Nirmal Multitrade Private Limited

13 Nirmal Fitness Private Limited

14 Nirmal Lifestyle (Nashik) Private Limited

15 Nirmal Lifestyle (Kolkata) Private Limited

16 Nirmal Lifestyle Theatre Private Limited

17 Bombay City Development Corporation Private Limited

18 H&N Realty Private Limited

19 Nirmal Lifestyle (Ahmedabad) Private Limited

20 Nirmal Griha Nirman Private Limited

21 Right Choice Housing Private Limited

22 Nirmal Lifestyle Affordable Housing Private Limited

23 Nirmal Lifestyle Rental Housing Private Limited

24 Nirmal Lifestyle Magnum Private Limited

25 Nirmal Brands Private Limited

26 Prakruti Nirman Development Private Limited

27 East India Realties Private Limited

28 East India International Lifestyle Limited

29 East India Hotels Private Limited

30 Nirmal Nav Nirman Private Limited

31 Nirmal Infrastructure (Gujarat) Private Limited

32 Nirmal Infrastructure (Pune) Private Limited

33 Nirmal Infrastructure (Ahmedabad) Private Limited

34 Nirmal Lifestyle Malls Private Limited

35 Nirmal Wholesalers And Retailers Private Limited

36 Nirmal Service Apartments Private Limited

37 Nirmal Lifestyle (Pune) Private Limited

38 Sujyoti Developers Private Limited

39 Dharm Kshetra Properties Private Limited

40 Nirmal Capacite Construction Private Limited

41 Modella Textile Industries Limited

42 Sadguru Multitrade Private Limited

43 Aashli Properties Private Limited

44 Nirmal Lifestyle City Development Corporation Private Limited

45 Sardarmal Prithviraj Constructions Private Limited

46 Nirmal Hospitality Services Private Limited






57


47 Nirmal Lifestyle Properties Private Limited

48 Nirmal E-Lifestyles Private Limited

49 Nirmal Lifestyle Investment & Finance Private Limited

50 Nirmal Lifestyle Luxor Private Limited

51 Nirmal Lifestyle International Private Limited

52 Nirmal Realtors Private Limited

53 Nirmal Lifestyle Housing Private Limited

54 Nirmal Construction Private Limited

55 Nirmal Homes Private Limited

56 Nirmal Aavasiya Sankul Private Limited

57 Nirmal Lifestyle (New Bombay) Private Limited

58 Nirmal E-Township Private Limited

59 Nirmal Events 2 Excellence Private Limited

60 Nirmal Lifestyle (Bhiwandi) Private Limited

61 Nirmal Lifestyle Holding Private Limited

62 Nirmal Housing Private Limited

63 Nirmal Lifestyle Developers Private Limited

64 Nirmal Lifestyle (Indore) Private Limited

65 Nirmal Lifestyle (Vasai) Private Limited

66 Nirmal Lifestyle (Thane) Private Limited

67 Nirmal Lifestyle ( Panvel) Private Limited

68 Nirmal Lifestyle (Mulund) Private Limited

69 Nirmal Lifestylecity Services Private Limited

70 Nirmal Nccc Construction Private Limited

71 Nirmal Alfara'a Constructions Private Limited






58

ANNEXURE IIC

DETAILS OF OTHER DIRECTORSHIPS OF RAJEEV RAMESH JAIN


1 Nirmal Supermarkets Private Limited


3 Nirmal Infrastructure Private Limited

4 Nirmal Lifestyle Realty Private Limited



7 Nirmal Service Apartments Private Limited

8 Nirmal Infrastructure (Dombivili) Private Limited

9 Nirmal Mall Management Services Private Limited

10 Nirmal Multitrade Private Limited

11 Nirmal Fitness Private Limited

12 Nirmal Lifestyle (Nashik) Private Limited

13 Nirmal Lifestyle (Kolkata) Private Limited

14 Nirmal Lifestyle Theatre Private Limited

15 Bombay City Development Corporation Private Limited

16 H&N Realty Private Limited

17 Nirmal Lifestyle (Ahmedabad) Private Limited

18 Nirmal Griha Nirman Private Limited

19 Right Choice Housing Private Limited

20 Nirmal Lifestyle Affordable Housing Private Limited

21 Nirmal Lifestyle Rental Housing Private Limited

22 Nirmal Lifestyle Magnum Private Limited

23 Nirmal Brands Private Limited

24 Prakruti Nirman Development Private Limited

25 East India Realties Private Limited

26 East India International Lifestyle Limited

27 East India Hotels Private Limited

28 Nirmal Nav Nirman Private Limited

29 Nirmal Infrastructure (Gujarat) Private Limited

30 Nirmal Infrastructure (Pune) Private Limited

31 Nirmal Infrastructure (Ahmedabad) Private Limited

32 Nirmal Lifestyle Malls Private Limited

33 Nirmal Wholesalers And Retailers Private Limited

34 Nirmal Sports Private Limited

35 Aashli Properties Private Limited