1

Serial No.: 1

Private & Confidential – For Private Circulation Only

(This Information Memorandum is neither a Prospectus

nor a Statement in Lieu of Prospectus)

ACKRUTI CITY LIMITED

[Incorporated in Republic of India with limited liability under the Companies Act, 1956 with Registration No. 11-50688 and

Corporate Identification Number L45200MH1989PLC050688]

PRIVATE PLACEMENT OF PRINCIPAL PROTECTED FULLY REDEEMABLE NON CONVERTIBLE DEBENTURES

AGGREGATING RS.100,00,00 000 (RUPEES ONE HUNDRED CRORES ONLY)

BACKGROUND: This information memorandum ("Memorandum") relates to Debentures (defined herein below) issued by Ackruti City

Limited ("ACL" or "Issuer") and contains relevant information and disclosures required for the purposes of listing the Debentures. The

Debentures referred in this Memorandum are authorized by the Issuer through a Board (defined herein below) resolution dated October 30,

2010.

GENERAL RISKS: As the Offer/Issue are being made on private placement basis, this Memorandum has not been submitted to or cleared

by Securities and Exchange Board of India ("SEBI"). The Debentures have not been recommended or approved by SEBI nor does SEBI

guarantee the accuracy or adequacy of this Memorandum.

CREDIT RATING: As at the date of this Memorandum, Brickwork Ratings India Pvt. Ltd.has assigned BWR BBB- (Pronounced BWR

Triple B Minus) rating for the Debenture issue. The BWR BBB- (Pronounced BWR Triple B Minus) rating indicates the moderate degree of

credit quality in terms of timely servicing of debt obligations of ACL.

Credit rating issued by Brickwork Ratings India Pvt. Ltd is not a recommendation to buy, sell or hold Debentures or other securities and

investors should take their own decisions. The rating may be subject to revision or withdrawal at any time by the assigned rating agencies

and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the

future. The rating agencies have the right to and suspend, withdraw the rating at any time on the basis of new information etc.

CREDIT RATING RATIONALE: The crediting rating letter dated 25th July, 2011 issued by Brickwork Ratings India Pvt. Ltd. is

enclosed as an annexure to this Memorandum

GENERAL DISCLAIMER: This Memorandum 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 Debentures to be issued by the Issuer. This Memorandum is for the

exclusive use of the institutions to whom it is delivered and it should not be circulated or distributed to third parties. It cannot be acted upon

by any person other than to whom it has been specifically addressed. Multiple copies hereof given to the same entity shall be deemed to be

offered to the same person. No document in relation to the Issuer or this issue of Debentures has been delivered for registration to any

authority.

ISSUER’S ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, confirms that the information contained

in this Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions

expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such

information or the expression of any such opinions or intentions misleading in any material respect.

ISSUE SCHEDULE:

Issue Open Date February 24, 2011

Pay in Date March 1, 2011

Issue Close Date March 1, 2011

Deemed Date of Allotment March 1, 2011

LISTING: The Debentures are proposed to be listed on the wholesale debt market segment of Bombay Stock Exchange Limited ("BSE").

ISSUER / ACL DEBENTURE TRUSTEE REGISTRAR & TRANSFER AGENT

Ackruti City Limited

IL&FS Trust Company Limited Link Intime India Private Limited

Registered Office:

Ackruti Trade Centre, 6th Floor, Road

No. 7, MIDC, Andheri (E),

Mumbai – 400 093, India

Tel: +91 22 6703 7400 Fax: +91 22 2821 8230

IL&FS Financial Centre, Plot No. C-22,

G-Block, Bandra Kurla Complex, Bandra (East),

Mumbai 400051

C-13, Pannalal Silk Mills Compound

Lal Bahadur Shastri Marg

Bhandup (West), Mumbai 400 078

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DISCLAIMER

This Memorandum is neither a prospectus nor a statement in lieu of a prospectus. The issue and

allotment of Debentures to be listed on the BSE has been made strictly on a private placement basis.

This Memorandum has been prepared for the purpose of listing of the NCDs (defined hereinafter)

issued by ACL. It does not constitute and shall not be deemed to constitute an offer or an invitation to

subscribe to the Debentures to the public in general. This Memorandum should not be construed to be

a prospectus or a statement in lieu of prospectus under the Act (defined hereinafter).

This Memorandum has been prepared in conformity with the Regulations (defined hereinafter).

Therefore, as per the applicable provisions, a copy of this Memorandum has not been filed or

submitted to the SEBI for its review and/or approval. Further, since the Issue has been made on a

private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and

accordingly, a copy of this Memorandum has not been filed with the RoC or the SEBI.

This Memorandum has been prepared for the purpose of listing of the NCDs issued and allotted by the

Issuer. This Memorandum has been prepared to provide general information about the Issuer. This

Memorandum does not purport to contain all the information that any potential investor may require.

Neither this Memorandum nor any other information supplied in connection with the Debentures is

intended to provide the basis of any credit or other evaluation and any recipient of this Memorandum

should not consider such receipt a recommendation to purchase any Debentures. Each investor

contemplating purchasing any Debentures should make its own independent investigation of the

financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the

Issuer.

Potential investors should consult their own financial, legal, tax and other professional advisors as to

the risks and investment considerations arising from an investment in the Debentures and should

possess the appropriate resources to analyze such investment and the suitability of such investment to

such investor's particular circumstances.

The Issuer confirms that, as of the date hereof, this Memorandum (including the documents

incorporated by reference herein, if any) contains all information that is material in the context of the

Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue

statement of a material fact or omit to state any material fact necessary to make the statements herein,

in the light of the circumstances under which they are made, not misleading. No person has been

authorized to give any information or to make any representation not contained or incorporated by

reference in this Memorandum or in any material made available by the Issuer to any potential

investor pursuant hereto and, if given or made, such information or representation must not be relied

upon as having been authorized by the Issuer.

This Memorandum and the contents hereof are restricted only for the listing of NCDs. All investors

are required to comply with the relevant regulations/guidelines applicable to them. The Issuer does

not undertake to update the Memorandum to reflect subsequent events after the date of the

Memorandum and thus it should not be relied upon with respect to such subsequent events without

first confirming its accuracy with the Issuer.

3

DIRECTORY

1. Name and address of the registered office of the Issuer:

Ackruti City Limited

Ackruti Trade Centre,

6th Floor, Road No. 7,

MIDC, Andheri (E),

Mumbai – 400 093, India

2. Name and addresses of the Directors of the Issuer as on 31st March 2011.

No. Name Position Address

1 Mr. Hemant

Mahipatray

Shah

Executive

Chairman

Akruti, 23-F, 6th Floor, Doongery Road,

Walkeshwar, Mumbai – 400006

2 Mr. Vyomesh

Mahipatray

Shah

Managing Director Akruti, 23-F, 6th Floor, Doongery Road,

Walkeshwar, Mumbai – 400006

3 Mr. Madhukar

Badrilal Chobe

Whole Time

Director

1092, Vanshree CHS, Plot No. 1&2, Sector

58A, Near NRI Complex, Nerul, Navi

Mumbai – 400706

4 Mr. Shailesh

Haridas

Bathiya

Independent

Director

A-5, Haridwar, 2nd

Floor, Mathuradas Road,

Kandivali (W), Mumbai – 400 067

5 Mr.

Devrayapuram

Ramaswamy

Kaarthikeyan

Independent

Director

102, Ground Floor LGF, Anand Lok, New

Delhi – 110049

6 Mr. Abhijit

Datta*

Independent

Director

Apartment 27, Tower 4 Sotuhcity Apartments, 375 Prince Anwar Shah Road, Kolkata- 700068

7 Mr. Arvind

Kumar Joshi*

Independent

Director

Flat-1201, 12th Floor, Satsang Tower, Upper Govind Nagar, Malad (E), Mumbai – 400097

* Appointed with effect from May 16,2011

3. Auditors

M/s. Haribhakti & Co.

Chartered Accountants

42, Free Press House

215 Free press Journal Marg

Nariman Point, Mumbai – 400021.

4

M/s. Doshi Doshi & Associates,

Chartered Accountants,

203, Sharda Chambers No. 1, 31,

Keshavji Naik Road (Narshi Natha Street),

Masjid Bunder,

Mumbai – 400009.

4. Compliance Officer & Contact Person

Mr. Chetan Mody

Company Secretary of ACL

Tel: +91-022-6703 7473

Fax: +91- 022-6703 7555

Email: chetan.mody@ackruticity.com

Investors can contact the compliance officer in case of any post listing related problems.

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TABLE OF CONTENTS

Sr. No. Particulars Page

No

1 Definitions/Abbreviations & Related Terms 6-7

2 Summary of the Business/Activities of the Issuer and its Line of

Business 8

3 Brief History of ACL 9

4 Borrowings 11

5 Details of Debt Securities sought to be listed 11

6 Utilization of the Issue Proceeds 12

7 Details of Other Borrowings 12

8 Particulars of Debt Securities Issued 12

9 Details of Top 10 shareholders of each kind of securities 12

10 Redemption Amount, Period of Maturity, Yield on Redemption 13

11 Discount and Effective Price 14

12 Debt Equity Ratio - prior to and after issue `14

13 Servicing behavior of existing debts 14

14 Permission/Consent - prior creditor for second charge 14

15 Debenture Trustee(s) for Appointment under Regulation 4 (4) 14

16 Rating Rationale 14

17 Summary Term Sheet 15-16

18 Terms and Conditions of the Debentures `16

19 Who Can Apply 18

20 Procedure and Time of Schedule for Allotment and Issue of

Certificates 18-19

21 Disclaimers Clauses of the Bombay Stock Exchange 20

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I. Definitions/Abbreviations & Related Terms

Term Meaning/ Definition/ Complete Term

ACL/Issuer shall mean Ackruti City Limited, having its registered office at Ackruti

Trade Centre, 6th Floor, Road No. 7, Marol, MIDC, Andheri (E),

Mumbai 400093.

Act shall mean the Companies Act, 1956.

Andheri Plot shall mean the plot of land and buildings and structures thereon,

situated at C.T.S. No. 833(pt) Survey No. 141-A, Mudran Kamgar

Nagar, Ambivali, Andheri (West).

Articles shall mean Articles of Association of ACL.

Authority shall mean slum rehabilitation authority appointed by GoM vide.

Notification of Housing and Special Assistance Department, No.SRP-

1095/CR-37/Housing Cell, dated December 16, 1995 under the

provisions of section 3-A of the Maharashtra Slum Areas

(Improvement, Clearance and Redevelopment) Act, 1971.

Beneficial

Owner(s)

shall mean debenture holder(s) holding debenture(s) in dematerialized

form (beneficial owner of the Debenture(s) as defined in clause (a) of

sub-section of section 2 of the Depositories Act, 1996).

Board shall mean Board of Directors of ACL as constituted from time to

time.

BSE shall mean Bombay Stock Exchange Limited.

Business Day shall mean any day of the year, other than Saturdays and Sundays and

days when the banks located in Mumbai, India are closed for business.

CDSL shall mean Central Depository Services (India) Limited.

Company

Allocation

shall mean the entitlement to development rights for construction,

development and sale of a residential-cum-commercial complex on

part of the Andheri Plot admeasuring 14,270 square meters.

Company

Allocation

Saleable Area

shall mean entitlement of ACL to grant sub-lease (by whatever name

called) of the built-up area constructed on the Company Allocation,

upon such construction and development of the Company Allocation

which shall be atleast 24,259 square meters.

Completion Date shall mean 1st March 2011.

Chunnabhatti

Plot

shall mean the plot of land and buildings and structures thereon,

situated at Plot No. 627 at Sion Trombay Road, Chunabhatti, Mumbai.

Brickwork shall mean Brickwork Ratings India Pvt. Ltd. or such other rating

agency, appointed from time to time.

Debenture(s) shall mean 10,000 (ten thousand only) NCDs.

Debenture

Holder(s)

shall mean the holder(s) of the Debenture(s) in dematerialised form.

DP shall mean Depository Participant.

Debenture

Trustee

shall mean Trustee for the Debenture holders being IL&FS Trust

Company Limited

FSI shall mean Floor Space Index

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GOM shall mean Government of Maharashtra

Government

Component

shall mean to construct and develop on a build, operate and transfer

basis for the GoM: (a) 240 quarters on the Chunnabhati Plot, having

built up area of 15,034 square meters; and (b) Udyog Bhavan building

on part of Andheri Plot with a built up area of 15,040 square meters

and 6,188 square meters double storeyed underground parking.

Information

Memorandum

shall mean this Memorandum dated August 23, 2011.

IRR shall mean the Investor's pre-tax internal rate of return calculated on

the Face Value of the Debentures using the "XIRR" function in

Microsoft Excel and using the contributions and advances, including

the Debenture Subscription Amount made on such respective dates

credited as the investment "out-flows", with interest income,

redemption value, and liquidation proceeds of ACL distributed to the

Investor taken into account as "inflows"].

INR/Rs. shall mean the lawful currency of the Republic of India.

Investor ILMS Homepark Private Limited

Issue/ Offer/

Offering

shall mean the Private Placement of principal protected fully

redeemable non convertible debentures aggregating to

[Rs.100,00,00,000 (Rupees one hundred crore only)]

MIDC shall mean Maharashtra Industrial Development Corporation

MMRDA shall mean Mumbai Metropolitan Regional Development Authority

NCDs shall mean secured non-convertible, fully redeemable debentures of

ACL of the face value of Rs.1,00,000 (Rupees one lakh only) each

bearing a coupon rate of 12% (twelve percent) per annum on the terms

and conditions contained in this Memorandum.

NSDL shall mean National Securities Depository Limited

PPP shall mean public private partnership.

Programme shall mean Private Placement of NCDs aggregating to

[Rs.100,00,00,000 (Rupees one hundred crores only)].

Project shall mean the construction, development and transfer to the GoM, of

the Government Component and the construction and development on

the Company Allocation.

Registrar and

Transfer Agent

shall mean Link Intime India Private Limited

RoC/ROC shall mean Registrar of Companies, Maharashtra

Scheme shall mean Slum Rehabilitation Scheme

SEBI shall mean Securities and Exchange Board of India.

SEBI Regulations shall mean The Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008 as amended from time to

time.

Stock Exchange(s) shall mean BSE

URS shall mean urban re-development scheme.

TDR Rights Shall mean transfer of development rights.

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I. Information Relating to ACL

2.1 Summary of the Business/Activities of the Issuer and its Line of Business

ACL is a leading real estate development company based in Mumbai, India. ACL’s business

is heavily concentrated in the western part of India, the major cities being Mumbai, Thane,

Pune, Surat, Vadodara and Ahmedabad. ACL’s presence in Mumbai is well distributed

among the western & eastern suburbs. At present, its primary business is in the development

of commercial and residential properties. ACL’s operations include the identification and

acquisition of land, land development rights and the planning, execution and marketing of its

projects. ACL’s commercial business operations, inter alia, involve developing, selling and

leasing of commercial office space, including office towers and information technology parks,

with the focal point being development of properties that cater to the IT, ITES & BPO

enterprises. ACL’s residential business operations involve developing multi-unit residential

apartment buildings with residences ranging from one (1) bedroom flats to higher end five (5)

bedroom flats.

ACL’s key focus area of business has been the development of slum lands i.e., slum

rehabilitation projects. In 1992, the GoM initiated the Scheme and since then ACL has

undertaken numerous slum rehabilitation projects. As per the scheme, ACL has to develop

new residential buildings for slum dwellers in the area occupied by slums for which the

Government either grants a right to develop a portion of the slum area for its own purposes or

the TDR Rights which permit ACL to develop land in certain parts of Mumbai which are

located outside the slum area..

Since undertaking the first real estate development project in 1989, ACL has come a long way

and has developed approximately 13 million square feet of developed area, of which

approximately 4.9 million square feet, has been developed through non-slum projects and

approximately 8.1 million square feet has been developed on land made available to it for

development through its participation in slum rehabilitation projects. Currently the areas

under development are approximately 17.08 million square feet out of which 22% is

commercial and 78% residential.

Historically, ACL has predominantly focused its business of real estate development to

Mumbai only. However, as part of its growth strategy, ACL has expanded to cities like Pune,

Thane, Gujarat, and Bengaluru and intends to expand its business to other cities as well. ACL

also intends to further diversify its business by exploring new concepts for large scale

development projects, such as townships, serviced apartments and hotels.

ACL’s total sales, on a consolidated basis, have grown at a CAGR of 37.49% from

Rs. 1894.76 million for the year ended March 31, 2007 to 6767.61 million for the year ended

March 31, 2011. Its profit after tax, on a consolidated basis, has grown at a CAGR of 22.79%

from Rs.775.96 million for the year ended March 31, 2007 to Rs.1761.85 million for the year

ended March 31, 2011.

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2.2 Brief History of ACL

2.2.1 Business History - Since Incorporation

In 1989, ACL was incorporated, commenced real estate development work and undertook its

first residential development project. Since the introduction of the Scheme in 1992 by GoM,

ACL has undertaken numerous slum rehabilitation projects in Mumbai, the capital of

Maharashtra. In 1992, ACL began its participation in slum rehabilitation projects authorized

by the then competent authority, a government entity that was later converted by statute in

1995 into the Authority. ACL received its first rehabilitation engagement from the Authority

in September 1996 wherein it had to deliver its first new unit for former slum dwellers in

October 1997. In November 2000 ACL completed development of Ackruti Softech Park, a

private software technology park in Mumbai. Subsequently, ACL further expanded its slum

rehabilitation initiative and commenced MIDC and MMRDA projects involving rehabilitation

of housing for more than6,000 families. In 2004, it commenced a large scale residential

project in south Mumbai under the URS. ACL also concluded the process of developing a 20-

storey fully mechanized car park, with capacity for 240 cars, in Breach Candy, Mumbai as a

PPP project.

ACL’s management standards and systems have been recognized by international

certifications. ACL was initially awarded with the ISO 9001-2000 certification in November

2001. Recently, ACL was awarded ISO 9001-2000 in January 2008 for "the design,

construction and maintenance of buildings - residential, commercial, IT and multi-storey

underground mechanized and robotic car parks"

2.2.2 History Since Incorporation - Reorganization, Reconstruction or Amalgamation, Changes in

its Capital Structure and Borrowings

2.2.2.1 Reorganization, Reconstruction or Amalgamation

Not applicable for the issuer company as on Information Memorandum date.

2.2.2.2 Changes in its Capital Structure

Changes in Authorized Share Capital since Incorporation:

Changes in the authorised share capital

Sr.

No.

Date of

Shareholders Meeting Particulars

1 February 16, 1989 Incorporated with Rs. 0.1 million comprising of 1,000 equity shares of

Rs.100 each.

2 June 24, 1993 Increase in authorised share capital from Rs. 0.1 mm to Rs.1 mm

comprising of 10,000 equity shares of Rs.100 each.

3 July 25, 1994 Increase in authorised share capital from Rs.1 mm to Rs.2.50 mm

comprising of 25,000 equity shares of Rs.100 each.

4 January 21, 1997 Increase in authorised share capital from Rs.2.50 mm to Rs.5 mm

comprising of 50,000 equity shares of Rs.100 each.

5 October 8, 1998 Increase in authorised share capital from Rs.5 mm to Rs.20 mm comprising

of 200,000 equity shares of Rs.100 each.

10

Changes in the authorised share capital

Sr.

No.

Date of

Shareholders Meeting Particulars

6 February 13, 2002

Sub-division of one equity share of Rs.100 each into 10 equity shares of

Rs.10 each.

7 May 7, 2004 Increase in authorised share capital from Rs.20 mm to Rs.50 mm

comprising of 5,000,000 Equity Shares of Rs.10 each.

8 April 13, 2005 Increase in authorised share capital from Rs.50 mm to Rs.200 mm

comprising of 20,000,000 Equity Shares of Rs.10 each.

9 January 27, 2006 Increase in authorised share capital from Rs.200 mm to Rs.1,250 mm

comprising of 125,000,000 Equity Shares of Rs.10 each.

Changes in Capital Structure since Incorporation:

Date of

Allotment

No. of Equity

Shares Issued

Face

value of

Equity

Share

Issue

price per

Equity

Share Particulars of Issue

Cumulative

Share

Capital (No.

of shares)

Cumulative

Share

premium, (Rs.)

Cumulative

Share capital

(Rs.)

Feb 16, 1989 20 100 100 Allotment to

Subscriber to

Memorandum

20 0 2,000

Feb 2, 1990 900 100 100 Further issue of

shares

920 0 92,000

Mar 30, 1994 8,120 100 100 Further issue of

shares

9,040 0 9,04,000

Mar 27, 1995 1,960 100 100 Further issue of

shares

11,000 0 11,00,000

Aug 7, 1995 3,000 100 100 Further issue of

shares

14,000 0 14,00,000

Sep 30, 1996 11,000 100 100 Further issue of

shares

25,000 0 25,00,000

Feb 21, 1997 25,000 100 100 Further issue of

shares

50,000 0 50,00,000

Feb 13, 2002 - - - Sub-division of

shares from

5,00,000 0 50,00,000

Rs.100 per share to

Rs.10 per share

Sep 27, 2002 15,00,000 10 - Issue of bonus

shares 3 : 1

20,00,000 0 2,00,00,000

Jan 6, 2006 10,00,000 10 10 Issue of shares on

right basis 1 : 2

30,00,000 0 3,00,00,000

Jan 31, 2006 4,50,00,000 10 10 Issue of bonus

shares 15 : 1

4,80,00,000 0 48,00,00,000

May 12, 2006 1,20,00,000 10 10 Issue of bonus

shares 1 : 4

6,00,00,000 0 60,00,00,000

Feb 5, 2007 67,00,000 10 540 Initial Public Issue

of 67,00,000 Equity

Shares at a premium

of Rs.530 per share

6,67,00,000 355,10,00,000 66,67,00,000

Sep 10, 2009 60,35,871 10 501 QIP of 60,35,871

Equity Shares at a

premium of Rs.491

per share

7,27,35,871 651,46,12,661 72,73,58,710

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2.2.2.3 Borrowings

Debt details are as at 31st March, 2011 as on Standalone basis is as follows

Secured Loans Rs. Mn

a) Debentures

1,000 Secured Redeemable Non-convertible

Debentures of the face value of Rs. 1,000,000

each , 825

10,000 Secured Redeemable Debentures of a

face value of Rs. 1,00,000 each 1,000

b) Loans from Banks 9,830

c) Loans from Financial Institutions 979

d) Others Loans 473

e) Short Term and Working Capital Loan from

Banks 149

Sub-Total-(A) 13,256

Unsecured Loans

Short Term Loan From Other companies

2,325

Others 161

Sub-Total-(B) 2,485

Grand Total-(A+B) 15,741

2.3 Details of Debt Securities sought to be listed

The Company has issued 10,000 (ten thousand) Debentures on private placement basis to the

Investor. Each of the Debentures having a face value of Rs.1,00,000 (Rupees one lakh only)

aggregate to Rs.100,00,00,000 (Rupees one hundred crores only). For further details of the

Debentures, please refer to the terms and conditions of the Debentures to this Memorandum.

The Debentures are secured, non-convertible, fully redeemable debentures of the face value of

Rs.1,00,000 (Rupees one lakh only) each bearing a coupon rate of 12% (twelve percent) per

annum.

2.4 Mode of Issue

The Debentures have been issued to the Investor on a private placement basis.

12

2.5 Issue Size

The Company has issued 10,000 (ten thousand) Debentures having a face value of

Rs.1,00,000 (Rupees one lakhs only) aggregating to Rs.100,00,00,000 (Rupees one hundred

crores only) on private placement basis.

2.6 Utilization of the Issue Proceeds

The proceeds from the private placement of Debentures is proposed to be utilized for the

purpose of construction and development of the Project.

2.7 Material Contracts, Agreements Involving Financial Obligations of the Issuer

The Issuer has no material contracts and agreements involving financial obligations other than

those in the normal course of the business

2.8 Details of Other Borrowings

There are no other borrowings other than as per details given in Clause 2.2.2.3 under the

heading “Borrowings”

2.9 Material event/ development which may affect the Investor’s Decision

In the opinion of ACL, except the general market risks, there have been no circumstances that

materially and adversely affect or are likely to affect the business of the Issuer or the value of

its assets or its ability to pay its liabilities, within the next twelve months.

2.10 Particulars of Debt Securities Issued

Particulars of the Debt Securities issued (i) for consideration other than cash, whether in

whole or part, (ii) at a premium or discount and (iii) in pursuance of an option

The Issuer has not issued any debt securities for consideration other than cash, at premium, or

at discount or in pursuance of an option

2.11 Details of Top 10 shareholders of each kind of securities

Top 10 shareholders as on 31st March,2011 are as follows

S. No Name of Sharheolder No of shares % Shareholding

1. Mahipatray V Shah HUF 96,00,000 13.20

2. Vyomesh M. Shah 75,40,000 10.37

3. Hemant M. Shah HUF 68,92,000 9.48

4. Falguni V. Shah 63,60,000 8.74

5. Hemant M. Shah 58,00,000 7.97

6. Kunjal H. Shah 53,08,000 7.30

7. Vyomesh M. Shah HUF 4,100,000 5.64

8. Rushank V Shah 3,600,000 4.95

9. Khilen V Shah 3,600,000 4.95

10. Kushal H. Shah 36,00,000 4.95

Total 5,64,00,000 77.54

13

2.12 An undertaking that the issuer shall use a common form of transfer

The Issuer undertakes that there shall be a common form of transfer for the Debentures under

the provisions of the Act and all applicable laws shall be duly complied with in respect of all

transfer of debentures and registration thereof.

2.13 Redemption Amount, Period of Maturity, Yield on Redemption

Tenor 2 years (24 months) 731 days (actual/actual)

Redemption 100% at the end of the Tenor including Optional Redemption period

Redemption

Amount

Redemable at premium so as to entitle the Debenture holder to

receive a pre-tax IRR of 24% on subscription amount, computed

from the date of allotment/issue till redemption

Optional

Redemption

Period

The Issuer shall, at its option, during the period commencing from

the first day of the nineteenth (19th) month from the Completion

Date and ending on the day being one (1) day prior to the Debenture

Redemption Date (the "Optional Redemption Period") redeem the

Investor Debentures. The redemption by the issuer of the Investor

Debentures during the Optional Redemption Period shall be subject

to the following conditions: (i) the number of tranches in which, the

issuer may redeem the Investor Debentures shall be no more than

three (3) tranches; (ii) the minimum amount of the face value of the

Investor Debentures which will be redeemed in each tranche (the

"Tranche Amount") shall be Rs.15,00,00,000 (Rupees fifteen crores

only);(iii) the Company will, at time of making the payment of the

Tranche Amount in each tranche, on the Tranche Redemption Date,

pay the applicable premium together with all outstanding interest

payable on the face value of the Investor Debentures being redeemed

in such tranche (the "Tranche Redemption Amount")

Coupon Rate 12% p.a. payable half yearly.

Coupon Payment Coupon shall be payable every six (6) months by ACL, However,

Coupon shall be paid after expiry of 12 months from the Completion

Date together with coupon for 1st half year.

Computation of

Interest

The holders of the Investor Debentures shall be entitled to receive a

cumulative interest at the rate of 12% (twelve percent), computed on

an annual compounded basis (the "Interest") on subscription

monies. The Interest shall be computed on and from Completion

Date. The first payment of such Interest shall be due on the expiry of

twelve (12) months from the Completion Date.

Trading The debentures will be traded in dematerialized form only.

Security NCDs are secured against (i) Second Charge on the Project.

Settlement Payment of interest and principle will be made by way of cheque(s) /

interest warrant(s) / demand draft(s) / credit through RTGS system

2.14 Discount and Effective Price

The Debentures are being issued at face value and not at discount to offer price.

14

2.15 Debt Equity Ratio - prior to and after issue

Data on a standalone basis as at 31st March, 2011 post debenture issue

2.16 Servicing behavior of existing debts

The Issuer is discharging all its liabilities in time and would continue doing so in future as

well. The Issuer has been regular making payments of interest and other required payments to

the bank and/or financial institutions.

2.17 Permission/Consent - prior creditor for second charge

The Issuer has obtained consent for creating second charge on the Project in favour of

Debenture Trustees

2.18 Debenture Trustee(s) for Appointment under Regulation 4 (4)

IL&FS Trust Company Limited has given consent to the Issuer by its letter dated January 03,

2011 to act as Trustee for the Debenture holders in relation to the Programme. However, as

the Debentures are being issued on a private placement basis, a separate undertaking under

Regulations 4 (4) has not been obtained.

2.19 Rating Rationale

The crediting rating letter dated 25th July 2011 issued by Brickwork Ratings India Pvt. Ltd. is

enclosed as an annexure to this Memorandum

2.20 Stock Exchanges where the Debentures are proposed to be listed

The Debentures are proposed to be listed on the Bombay Stock Exchange Limited. The

designated stock exchange is the Bombay Stock Exchange Limited.

Particulars As on 31 st March 2011 Pre issue ( Excuding issue amount ) Rs Mn

Current

Issue –Rs

Mn

Pro-forma (Post

Debenture Issue) –

Rs Mn

Share Capital 727.36 727.36

Reserve &

Surplus

15,308.06 15,308.06

Net Worth 16,035.42 0.00 16,035.42

Secured Loans 12,255.67 1,000 13,255.67

Unsecured

Loans

2,485.13 2,485.13

Debt 14,740.80 1,000.00 15,740.80

Debt / Equity

Ratio

0.92 0.98

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2.21 Summary Term Sheet

Issuer Ackruti City Limited

Calculation Agent IL&FS Trust Company Limited

Security Trustee for

Debenture holders

IL&FS Trust Company Limited

Registrar and

Transfer Agent

Link Intime India Private Limited

Depository Central Depositories Services (India) Limited/ National Securities

Depository Limited.

Title/Type Protected Fully Redeemable Non- Convertible Debentures.

Currency INR

Aggregate Principal

Amount

Rupees equivalent of upto Rs.100,00,00,000 (Rupees one hundred

crores only)

Face Value and

Number

Face value of the Debentures is INR.1,00,000 and the number of

Debentures issued are 10,000.

Term Two (2) years – 24 months – 731 days (actual/actual)

Issue Date March 01,2011

Issue Price Rs.1,00,000 (Rupees one lakhs only)

Mode of Placement Private Placement

Stock Exchange BSE

Credit Ratings BWR BBB- (Pronounced BWR Triple B Minus).

Issuance Format In Dematerialised form only

Fixed Cash Coupon The Debentures shall bear a coupon of 12% (twelve percent) per

annum, which shall be accrued and paid half yearly by the Issuer.

Such interest shall accrue from the date on which the subscription

monies are remitted by the Investor. The Interest shall be computed

on and from Completion Date. The first payment of such Interest

shall be due on the expiry of twelve (12) months from Completion

date. Thereafter, the Interest shall be payable every six (6) months

after expiry of 12 Months from Completion Date

Coupon Days First Coupon payment – March 1, 2011 to February 29, 2012 (366 days) (due date March 1, 2012). (actual/actual) Second Coupon payment – March 1, 2012 to August 31, 2012 (184 days) (due date September 1, 2012). (actual/actual) Third Coupon payment - September 1, 2012 to February 28, 2013) (181 days) (due date March 1, 2013). (actual/actual)

Trading In demat mode only

Redemption Amount Redeemable at a premium so as to entitle the holder to receive pre-tax IRR of 24 % on Issue Amount from the date of allotment /issue on its total consideration of Rs.100,00,00,000 (Rupees One Hundred Crores only).

16

Optional

Redemption Period

In the Optional Redemption Period redeem the Investor

Debentures. The redemption by the issuer of the Investor

Debentures during the Optional Redemption Period shall be subject

to the following conditions: (i) the number of tranches in which,

the issuer may redeem the Investor Debentures shall be no more

than three (3) tranches; (ii) the tranche Amount shall be

Rs.15,00,00,000 (Rupees fifteen crores). The Company will, at

time of making the payment of the Tranche Amount in each

tranche, on the Tranche Redemption Date, pay the Tranche

Redemption Amount.

Security The Debentures are secured against (i) Second ranking Charge on

the Project property.

II. Terms and Conditions of the Debentures

3.1 Notices. All notices to the Debenture holder(s) required to be given by the Issuer or the

Trustees will be sent by registered post or by courier to the sole/ first allottee or sole/ first

Beneficial Owner of the Debentures, delivered by hand to the Debenture holder(s), by way of

facsimile or by way of electronic communication, as the case may be from time to time. All

notice(s) to be given by the Debenture holder(s) shall be sent by registered post or delivered

by hand to the Issuer its corporate office, by way of facsimile or by way of electronic

communication.

3.2 Sharing of Information. The Issuer may, at its option, use on its own, as well as exchange,

share or part with any financial or other information about the Debenture holders with the

Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit

bureaus, agencies, statutory bodies, as may be required and neither the Issuer or its

subsidiaries and affiliates nor their agents to be liable for use of the aforesaid information

3.3 Debenture / Debenture Redemption Reserve. In terms of Section 117C of the Companies Act

every company issuing debentures required to create a reserve for the redemption, to which

adequate amounts are required to be credited, from out of its profits every year until such

debentures are redeemed. Pursuant to a circular dated April 18, 2002 issued by the

Department of Company Affairs, it has been clarified that since the Section requires that the

amount to be credited to the debenture redemption reserve will be carved out of the profits of

ACL only, there is no Obligation on the part of ACL to create redemption reserve if there is

no profit for that particular year.

3.4 Nature & Status of the Debentures. Please refer to Annex 1 to this Memorandum for detailed

terms and conditions of the Debentures.

3.5 Security. Debentures to be issued by the Issuer shall be considered as "secured debentures ".

The security to be provided in relation to the issuance of the Debentures would constitute the

following: (i) Second charge in favour of IL&FS the Debenture Trustee (on behalf of the

Investor), on the (a) Company Allocation Saleable Area; (b) on the all receivables and

advances emanating from, in connection or relating to the Project, including, not limited to,

pre-sales amounts, received (or receivable) as advances from sale, lease, sub-lease or license

of the Company Allocation Saleable Area or otherwise howsoever as security for redemption

of the Investor Debentures; and (ii) personal guarantee by Mr. Vyomesh Shah and Mr. Hemant

Shah.

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3.6 Tax Deduction at Source (TDS). Tax as applicable under the Income Tax Act, 1961, or any

other statutory modification or re-enactment thereof will be deducted at source. For seeking

TDS exemption/ lower rate of TDS, relevant certificate(s)/ document(s) must be lodged at

least thirty (30) days before the interest becoming due with the Company or to such other

person(s) at such other address(es) as the Issuer may specify from time to time through

suitable communication. Tax exemption certificate/ declaration of non-deduction of tax at

source on interest on application money, should be submitted along with the Application

Form. Where any deduction of Income Tax is made at source, the Issuer shall send to the

Debenture holder certificate of Tax Deduction at Source

3.7 Tax Benefits. Tax benefits available to Debenture holders would depend on the nature of

Debenture being issued under this Memorandum. Debenture holders are advised to consult

their own tax advisers on the tax implications of the acquisition, ownership and sale of

Debentures, and income arising thereon.

3.8 Debentures held in Dematerialized Form. As the Debentures will be held in dematerialised

form, no action is required on the part of the Debenture holder(s) at the time of redemption of

the debentures and on the Redemption date, the redemption proceeds would be paid to those

Debenture holder(s) whose name(s) appear on the list of beneficial owners given by the

Depositories to the Issuer through the Debenture Trustee. The name(s) would be as per the

Depositories' records on the Record Date fixed for the purpose of redemption. All such

Debentures will be simultaneously redeemed through appropriate debit corporate action.

The Issuer’s liability to redeem the Debentures on the date of redemption shall stand

extinguished upon payment of all amounts due on redemption to the Debenture holders and

the Issuer will be liable to pay any interest, income or compensation of any kind from the date

of redemption of the Debenture(s), upon payment of such amounts due to the Debenture

holders.

3.9 Depository Arrangements. The Issuer has appointed Link Intime India Private Limited as

Registrar and Transfer Agent for the present Debenture issue. The Issuer shall make necessary

depository arrangements with National Securities Depository Limited (NSDL) for holding of

Debentures in dematerialised form.

3.10 The Company shall pay an interest on the Redemption Amount at the rate of thirty six percent

(36%) per annum if the Company delays or defaults in redeeming the Investor Debentures or

the outstanding Investor Debentures to the extent not redeemed which shall be computed from

the due date of redemption till the date of the actual payment of the Redemption Amount. On

the date of actual redemption of the Investor Debentures, the Company shall pay to the holder

of the Investor Debentures, an amount equivalent to the Redemption amount together with the

default interest (the "Revised Redemption Price"). If the default in the redemption of the

Investor Debentures continues for more than ninety (90) days from the due date, the

Company shall pay on the Revised Redemption Price, interest at the rate of forty two percent

(42%) per annum which shall be computed from the due date till the date of the actual

payment; along with the costs incurred by the Investor in connection with the legal and

advisory fees, other costs and expenses incurred by it in this regard, (collectively referred to

as the "Default Compensation") and on the date of actual redemption of the Investor

Debentures, the Company shall pay to the holder of the Investor Debentures, an amount

equivalent to the Default Compensation.

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III. Who Can Apply

Nothing in this Memorandum shall constitute and/or deem to constitute an offer or an

invitation to an offer, to be made to the Indian public or any section thereof through this

Memorandum and this Memorandum and its contents should not be construed to be a

prospectus under the Companies Act.

Only investors, who have been addressed through a communication directly, are eligible to

apply. No other investor can apply. The categories of the investors, who whom the

communication has been directed, are financial institutions, banks, mutual funds, insurance

companies, companies and body corporate, and any other investor authorized to invest in the

debentures. Furthermore, NRIs and other persons resident outside India are not eligible to

apply for or hold the Debentures.

All investors to comply with relevant regulations/guidelines applicable to them for investing

in issue of Debentures.

IV. Procedure and Time of Schedule for Allotment and Issue of Certificates

The Debentures under this Offer have already been allotted by the Committee of Directors at

its meeting held on 1st March, 2011. The Company had issued the relevant debenture

certificate in physical form which the investor has subsequently dematerialized.

Market Lot

The market lot will be one Debenture ("Market Lot"). Since the Debentures are being issued

only in dematerialized form, the odd lots will not arise either at the time of issuance or at the

time of transfer of Debentures.

Letter(s) of Allotment/ Debenture Certificate(s)/ Refund Order(s)

Issue of Debenture Certificate(s)

The Debentures once issued in electronic (dematerialized) form, will be governed as per the

provisions of The Depository Act, 1996, SEBI (Depositories and Participants) regulations,

1996, rules notified by NSDL/CSDL/ depository participant from time to time and other

applicable laws and rules notified in respect thereof..

Mode of Transfer of Debentures

(a).Transfer: Debentures shall be transferred subject to and in accordance with the rules/

procedures as prescribed by the [NSDL/CDSL/DP] of the transferor/ transferee and to other

applicable laws and rules notified in respect thereof. The normal procedure followed for

transfer of Securities held in dematerialized form shall be follow for transfer of these

Debentures held in electronic form. The seller should give delivery instructions containing

details of the buyer’s details and DP account to his DP.

19

(b).Succession. In the event of demise of a Debenture holder or the first holder in the case of

joint holders, ACL will recognize the executor or administrator of the demised Debenture

holder or the holder of succession certificate or other legal representative of the demised

Debenture holder as the Debenture holder of such Debentures, if such a person obtains

probate or letter of administration or is the holder of succession certificate or other legal

representation, as the case may be, from a court in India having jurisdiction over the matter

and delivers a copy of the same to ACL. ACL may in its absolute discretion, where it thinks

fit, dispense with the production of the probate or letter of administration or succession

certificate or other legal representation, in order to recognize such holder as being entitled to

the Debentures standing in the name of the demised Debenture Holder(s) on production of

sufficient documentary proof or indemnity. In case a person other than individual holds the

Debentures, the rights in the Debentures shall vest with the successor acquiring interest

therein, including liquidator or such any person appointed as per the applicable law.

Governing Laws and Jurisdiction

The Debentures are governed by and will be construed in accordance with the Indian laws.

ACL, the Debentures and ACL’s obligations under the Debentures shall, at all times, be

subject to the directions of the RBI and the SEBI. The Debenture Holders, by purchasing the

Debentures, agree that the Mumbai High Court shall have exclusive jurisdiction with respect

to matters relating to the Debentures.

List of Beneficial Owners

The Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of

the Record date for payment of interest or redemption and other amounts due in respect of the

Debentures as the case may be.

Trustees for the Debenture holder

The Issuer has appointed IL&FS Trust Company Limited, to act as Trustees for the Debenture

holders. A letter received from IL&FS Trust Company Limited, dated January 3, 2011

conveying their consent to act as Trustees for the Debenture holders has been obtained by the

Issuer.

The Issuer and the Trustees have entered into a Debenture Trust Deed on February 24th, 2011,

interalia, recording the powers, authorities and obligations of the Trustees and the Issuer. The

Debenture holder(s) will, without further act, is deemed to have irrevocably given their

consent to the Trustees or any of their agents or authorized officials to do all such acts, deeds,

matters and things in respect and or relating to the Debentures as the Trustees may in their

absolute discretion deem necessary or require to be done in the interest of the Debenture

holder(s). All payments made by the Issuer to the Trustees on behalf of the Debenture

holder(s) shall discharge the Issuer pro rata to the Debenture holder(s) to the extent of such

payments. The Trustees will protect the interest of the Debenture holders in the event of

defaults by the Issuer with regard to timely payment of interest, redemption and other

amounts due with respect of the Debentures and they will take necessary actions at the cost of

the Issuer. No Debenture holder shall be entitled to proceed directly against the Issuer unless

the Trustees, having become so bound to proceed, fail to do so.

20

Filing of Information Memorandum

As per extant SEBI guidelines/ regulations, filling of this Memorandum is required either with

SEBI, RoC or any other regulatory authority(ies).

Disclaimers Clauses of the Bombay Stock Exchange

As required, a copy of this Memorandum will be submitted to the BSE for hosting the same

on its website. It is to be understand that such submission of the Memorandum to BSE or

hosting the same on its website should not in any way / or any manner be deemed or

construed that the Memorandum has been cleared or approved / or passed by BSE; nor does it

in any manner whatsoever warrant, certify or endorse the correctness or completeness of any

of the contents of this Memorandum; nor does it warrant that the Issuer’s securities will be

listed or continue to be listed on the BSE; nor does it take responsibility for the financial or

other soundness of this Issuer, its promoters, its management or any scheme or project of this

Issuer.

All persons who desires to apply for or otherwise acquires any/and Debentures or other

securities of this Issuer may do so and to the pursuant to independently inquire, investigate

and analysis and will not have any claims against the BSE whatsoever by reason of any loss

which may be suffered by such person consequent to or in connection with such subscription/

acquisition/purchase whether by reason of and anything stated or omitted to be started herein

or any other reason whatsoever in the manner anyone wants.

Signed by Mr. Chetan Mody pursuant to the authorities granted by the Board of Directors

of the Issuer at their meeting held on October 30, 2010.

For Ackruti City Limited

Chetan S. Mody

Company Secretary

Dated: August 23, 2011

Place: Mumbai