Draft For discussion only

TERM SHEET
1. This Term Sheet summarizes the draft principal terms of a proposed
investment by Funds advised/managed by III !enture Funds
"anagement ompany #imited $the %InvestorInvestors& or %III
!enture&' in IT S() S*! $%S*!&'+ a ompany promoted by ,arle Infra
*ro-ects $ ,I*' and "r Sudarshan ,arle and .ssociates $%*romoters&'
for the purpose of development ofof appro/imately 10 .creIT S() on
1uter 2ing 2oad $ 3agavara !illage'+ 4angalore
5. This Term Sheet is for discussion purposes only and is non binding save
for paragraphs set out under the heading %!alidity& %(/clusivity& and
%on6dentiality& and the terms stated herein are not e/haustive.
There is no obligation on the part of any negotiating party until the
de6nitive agreement$s' have been signed by all parties hereto. The
transactions contemplated by this Term Sheet are sub-ect to the
satisfactory completion of all due diligences.
7. (/cept as may be re8uired by appropriate regulatory authorities or by
la9 or any court of competent -urisdiction+ no party 9ill disclose or use
for any purpose other than in connection 9ith the transactions
contemplated herein any information disclosed or made available by
the %other parties& in the course of their negotiations in connection
9ith such transactions or any information 9ith respect to their
negotiations in connection 9ith the transactions or the transactions
themselves 9ithout the consent of the other parties. :o9ever+ this
obligation of con6dentiality 9ill not apply to information 9hich 9as
;no9n to such party+ its a<liates or representatives prior to receipt of
such information or to information la9fully disclosed to the receiving
party by a third party 9ithout an obligation of con6dentiality or to
information independently derived by the receiving party or to
information 9hich is in the public domain. (ach party shall restrict
access to such information to those persons to 9hom such access is
reasonably necessary or appropriate in connection 9ith the
transaction.
=. This Term Sheet does not constitute either an o>er to sell or an o>er to
purchase sta;e in any ompany or to provide any 6nancial assistance
in any manner.
0. The la9s of India shall govern this Term Sheet.
De6nitions ? @eneral *rovisions
1. Promoters ,arle Infra *ro-ects *rivate #imited $ ,I*'
"r Sudarshan ,arle ? .ssociates represented through
,arle Infra *ro-ects. $:ereinafter collectively referred to as
the %*romoters& or % Developers&'
5. InvestorInvestors
or and ICICI
Venture
Funds advised / managed by III !enture Funds
"anagement ompany #imited acting through its
.dvisor/"anager III !enture
7. Parties InvestorInvestors and *romoters are individually referred
to as *arty and -ointly referred as *arties
=. Afliate Afliate includes+ 9ith respect to any *erson $the
%Speci6ed *erson&'+ any *erson other than the Speci6ed
*erson+ controlling+ controlled by+ or under common control
9ith the Speci6ed *erson in present and future. For the
purposes of this de6nition+ the term %control& 9hen used
9ith respect to any person means the bene6cial o9nership+
of more than 0AB $6fty percent' of the voting securities of
such person+ and the ability to control the composition or
the decisions of the 4oard of Directors by controlling the
appointment of a ma-ority of the 4oard by virtue of the
.rticles of .ssociation or an agreement or contract. In case
the Speci6ed *erson is a natural person+ the term C.<liateD
shall include any 2elative or employee of such person. .
Speci6ed *erson claiming a third party to be its or his $i.e.
the Speci6ed *ersonEs' .<liate+ shall provide to the other
*arties to this .greement+ documentation in support of
such claim. Further+ in respect of the Investor @roup
5
Afliate shall also mean any Fund$s' and/or body/bodies
corporate 9hich is/are no9 or 9hich may at any time
hereafter be managed/advised/administered/represented
by III !enture and/or its .<liates.
0. SPV . ompany promoted by the *romoters for the
onstruction ? development of processing zone of 10 acres
of as an IT S() $Information Technology+ Special (conomic
)one'.
F. Land .ll that pieces and parcels of land bearing Survey 3oGGGGGGG .
HHHHHHHHadmeasuring HHHHHHHH S8. "trs.+ lying+ being ?
situated at HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH
$hereinafter referred to as %said land&'.GGGGGGGGG
I. Proe!t ,I* has got a formal approval for development of 5J.0
acresof IT S() on 1uter 2ing 2oad in the 3agavara !illage+
4angalore
,I* proposes to transfer a portion of said land admeasuring
10 acres of processing zone #land parcel $hereinafter
referred to as the %said portion land&' to the S*! named
HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH a ompany
registered as per the ompanies .ct+ 1K0F having its
registered o<ce at
HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH
or a ompany to be incorporated as per the provisions of
ompanies .ct+ 1K0F $as amended' and having its regd.
1<ce at 4angalore $hereinafter referred to as the %S*!&'
by 9ay of a KK year lease and an irrevocable registered
po9er of attorney in favour of the InvestorInvestors to
rene9 the lease in perpetuity. The cost of transferring #and
parcelsaid portion land to the S*! and capital gain arising
on such transfer shallthe same shall be solely borne by
*romoters.
S*! proposes to develop an IT S() on the said portion l
#and and the *romoters have represented that the said
portion #land is free hold+ contiguous+ and have a free
access and also free from any encumbrances and there
are/is no restriction or reservation on the said #andportion
land
The S*! shall develop an IT S() and shall also be
responsible for mar;eting+ leasing and operation of the IT
S()+ sub-ect to prior consultation/approval of the Investors.
7
J. Pre Investment
S"are"oldin#
The S*! is currently 1AAB subsidiary of ,I*
K. Investment in t"e
SPV
InvestorInvestors proposes to purchase 5FB e8uity shares
of the S*! from ,I*.
The e8uity valuation of the S*! shall be 2s 0+7AA per s8
ftof the #and said portion land leased too9ned by the S*!.
The investment shall be disbursed in the follo9ing mannerL

0AB on ful6llment of onditions *recedent $as
stated in clause 11 hereto'.
0AB on obtaining all re8uisite approvals for
construction ? development of the pro-ect $Detail of
list of approvals is anne/ed in Schedule 5 hereto' on
the said portion land $herein %*ro-ect&'
1A.$undin# The S*! shall raise debt against the security of the said
#portion lands from any ban;/s and / or 6nancial
institution/s. The raising of debt for development and
construction of the *ro-ect on the said portion land shall be
the responsibility of the *romoters during the subsistence
of such loan/facilities availed by the S*!.
3There 9ill be no restriction on the shareholders to
distribute dividend during the tenor of such
loans/facilities.
The (e>ective cost of debt for the *ro-ect is not
more than 1= B p..
4ullet repayment of principalprincipal$outstanding
loans' on completion of construction.
11.Mana#ement o% t"e
SPV
The management and control of the business of the S*!
shall+ sub-ect al9ays to the terms of the de6nitive
agreements to be e/ecuted bet9een the *arties and the
=
S*! shall + be independently managed and operated
through the 4oard of Directors of the S*! $the %4oard&'
e/cept 9here the approval of the shareholders or other
governing body is re8uired under applicable la9+ de6nitive
agreement and/or the "emorandum and .rticles of
.ssociation of the S*!.
The InvestorInvestors shall have the right to appoint
nominee directors in the S*! in proportion to its
investment in the S*! sub-ect to a minimum of 5 directors.
.ll e/penses incurred by the nominee director$s' shall be
borne by the S*!.
The dayGtoGday management and control of the business of
the S*! shall vest 9ith the hief (/ecutive 1<cer $%(1&'.
The 8uorum for all meetings of the 4oard shall al9ays
include nominee director of the InvestorInvestors+ unless
9aived by the InvestorInvestors in 9riting.
The 4oard 9ill determine policy $ies' to attain the S*!Ds
ob-ects and ma;e decisions on matters of principle $as
de6ned belo9' in relation to the S*!. The matter of
principle shall include L Gare as follo9sL
1. The terms of ac8uisition of said S*!M
5. The ac8uisition and/or e/tinguishments of
interests and rights in or over immovable
properties held by third partiesS*! and the terms
on 9hich they are to be ac8uired or e/tinguishedM
7. Design and onstruction aspects of the *ro-ect.
Including the @guidelines for selection and
setting of the design content of the *ro-ectM
=. The acceptance of the 6nancial appraisal of the
development and budget estimated fors of
development pro-ect e/penditureM
0. The selection method and terms of engagement
of heads of departments in the S*! and their
respective termination.
F. The method of selection and terms of
employment of the principal building contractor
and their respective terminationM
I. The setting of the mar;eting campaign for the
disposal of the *ro-ectM
J. @uidelines for de6ning the terms of lease and
sale of the properties constructed on the said
portion land to be set for the *ro-ectM
K. Terms of Sale/Transfer+ $if applicable'M
1A. The terms of any 6nancial assistance to fund
0
development *ro-ect e/penditureM
11. The variation+ alteration+ change of or omission
form a decision on a matter to principle already
made by the S*! to the e/tent that the variation+
alteration+ change or omission is materialM
15. The prosecution of claims 9ith respect to the
S*!M and
17. .ny other act matter or thing 9hich is not 9ithin
the dayGtoGday management of the S*! or
implicit or comprehended in any decision on a
matter of principle already made by the S*!M
1=.
The S*! agrees that any decision of the 4oard on the
matters mentioned in Schedule I shall be sub-ect to an
a<rmative vote by the respective nominees of the
InvestorInvestors.
15.
Conditions
Pre!edent&
The proposed investment of the Investors is are sub-ect
toL
$a' 2eceiving S() noti6cation from 4oard of .pprovals
9ithin HHHHHHHH daysM
$b' 2eceipt of all approval of the 4oard/ Investment
ommittee of the InvestorInvestors for investment in
the S*!M
$c' Debt Sanction of 1AAB of construction cost as per
terms as mentioned in lause KM
$d' Transfer of #and parcelsaid portion land to in favourthe
of S*! by 9ay of lease for KK years $along lease 9ith a
2egistered irrevocable *o9er of .ttorney for perpetual
lease in perpetuity in favour ofto the InvestorInvestors
9ith substitution clause 9ith right to mortgage+
development and transfer of units/structures
constructed on the said portion land 9ithout prior
approval of the lessor'.
$e' The S*! shall have appointed all the consultants for
the *ro-ect at on terms and conditions acceptable to
the InvestorInvestors including development
consultant/s+ master planners+ architects and any
other consultant/s for the *ro-ectM
$f' The receipt of the said #portion lands title due
diligence report to the satisfaction of the
F
InvestorInvestors.
$g' 2eceipt of 6nancial due diligence report and tehnical
due diligence report to the satisfaction of the
InvestorInvestors.
$h' Developers *romoters having ta;en
corrective/remedial measures on all shortcomings
identi6ed in 6nancial and legal due diligence in
respect of the said portion land ? S*!+ etc.M
$i' Financial closure for development of the *ro-ect has
been obtained by the *romotersM
$-' The free/ clear access to the site on 1uter 2ing 2oad
by demolition of shops ? buildingsthe entire structures
in 9ay to access+ should havebe completedM
$;' .mendment in the "emorandum and .rticles of
.ssociation of the S*! to the satisfaction of the
InvestorInvestors to reNect the terms of the de6nitive
agreements to be e/ecuted bet9een the *arties
$including the shareholders agreement'.
$l' ompletion of all documentation such as e/ecution of
the de6nitive agreements $including the shareholders
agreement' and creation of security to the satisfaction
of InvestorInvestors.
$m' The Developer *romoters shall e/ecute Irrevocable
a *o9er of .ttorney $*1.' 9ith substitution clause in
favour of the InvestorInvestors for e/ercise of their
.<rmative 2ights.
$n' There shall be no change in capital structure of the
S*!+ 9ithout the prior approval of the
InvestorInvestors.
$o' There shall be no material or adverse changes in the
information submitted by the Developer*romoters.
I
17.
Re'resentations (
)arranties
The Developer *romoters has represented to the
InvestorInvestors thatL
The total Floor Space Inde/ $FSI' available for the said
portion lands is 1+KIJ+AJI s8 ft to be used for
development of IT/IT(S space M
4ased on the above representations the
InvestorInvestors haves decided to participate in the
deal. The valuation of the S*! shall be ad-usted
proportionately in the event the FSI is less than
1+KIJ+AJI s8 ftM
There are no e/isting liabilities on the S*! for payment
of any levy+ duty+ ta/es+ development charges+ (/ternal
Development harges $(D' and any other ;ind of
payment to any regulatory and revenue authority.
In the event there is any outstanding liability to any
regulatory and revenue authority the same shall be
borne by the *romoters. In the event such liabilities are
borne by the S*! the *romoters unconditionally
underta;e to indemnify the S*! and underta;e to
reimburse the same to the S*!.
1=.*on Com'ete
The Developer *romoter shall not directly or indirectly
during the term of this *ro-ect underta;e any other
pro-ect competing 9ith this *ro-ect 9ithin a radius of 0
;ms of the said portion lands until KAB of the *ro-ect has
been developed and leased/disposed/ sold.
10.+uties and
,-li#ations o% t"e
Promoters
The *romoters shall ensure thatL
The lands shall have uninterrupted right of 9ay and
other easementM
The lands shall be free from any legal+ contractual or
regulatory impediments+ prior to the ac8uisitionM
The immovable properties already ac8uired and to
be ac8uired in future shall have clear and
mar;etable titleM
The said portion land shall be contigious.
The lands shall be free from any legal+ contractual or
regulatory impediments+ prior to the ac8uisitionM
The lands shall have uninterrupted right of 9ay and
other easement
,eep the InvestorInvestors indemni6ed from any loss
cause as a result of a defective title of the said portion
landM
J
,eep the InvestorInvestors indemni6ed from any of the
developers *romoter/s obligation/s and other o
Developers.<liates obligationsM
,eep the Investors informed of the progress of the
*ro-ect M
,eep the Investors informed of current mar;et
rental values and the open mar;et value of the
*ro-ect M
,eep the InvestorInvestors informed of the
progress of the disposal of the *ro-ect.
,eep the Investor informed of current mar;et rental
values and the open mar;et value of the *ro-ect
,eep the Investor informed of the progress of the
*ro-ect
1F.Pre.em'tion Ri#"ts .t any point in time+ the 4oard may decide to issue
additional e8uity shares if re8uired. The parties shall have
a right of 6rst refusal to maintain their respective
percentage o9nership in the outstanding e8uity of the S*!
$including outstanding options and 9arrants'.
1I.Restri!tion on t"e
trans%er o% s"ares
The Developer *romoters shall give the 6rst right of refusal
to the InvestorInvestors in case of a sale of shares of the
S*!
The *romoters shall al9ays have atleast 01B of the issued
and paid up capital of the S*! at any given point of time.
1J.Anti.dilution ri#"ts If the S*! issues additional shares subse8uent to this round
of 6nancing at a price less than the *urchase *rice per
Share paid by the InvestorInvestorss plus a
compounded return of 7AB per annum+ then the
InvestorInvestorss 9ill be entitled to receive such
additional shares from the S*!/*romoter*romoters as
9ould be re8uired to e8uate the ad-usted cost per share
$after including the compounded return of 7AB per annum
for the period the InvestorInvestors haves held the e8uity
shares' to the ne9 price at 9hich the dilutive issuance has
been e>ected on a %full ratchet& formula basis.
19.Ta#.alon# Ri#"ts The InvestorInvestors shall have the right to tag along
e8ual number of shares at the time of sale of any shares by
K
the *romoters on the same terms and price as applicable
to the *romoters. *rovided that $i' the InvestorInvestors
shall not be re8uired to provide any representations and
9arranties for such sale and $ii' the InvestorInvestors shall
be entitled to receive the cash e8uivalent of any nonGcash
component of the consideration received by the *romoters.
5A.Ri#"t o% $irst
Re%usal
The *romoters shall give 6rst right of refusal to the
InvestorInvestors for sale of shares in ,I* and any of its
subsidiaries and .<liates.
The *romoter*romoters shall give the 6rst right of
refusal to the InvestorInvestors in case of a sale of
shares of the S*! by them.
The mechanism for e/ercise of 2ight of First 2efusal
shall be as follo9sL
The *romoter*romoters shall provide the
InvestorInvestors 9ith an option to purchase the
1>ered Shares $the O2ight of First 2efusalO' by
delivering a notice $the O1ption 3oticeO' to the
InvestorInvestors of such proposed transfer and the
price $as de6ned belo9 as %1ption *rice&'+ terms+ and
conditions $collectively the O1ption TermsO' upon 9hich
such transfer is to be made. The InvestorInvestors
shall have the right to ac8uire all+ but not less than all
of the 1>ered Shares+ in accordance 9ith the 1ption
Terms and this .greement 9ithin 7A $thirty' days of
receipt of the 1ption 3otice $the O1ption *eriodO'.
1ption *rice 9ill be the fair value of the 1>ered Shares
as determined by an (/pert $to be appointed 9ith the
*arties mutual consent' or the value of the 1>ered
Shares as o>ered by any Third *arty in 9riting+
9hichever is higher.
51.E/it
The e/it from the Investment 9ill be through sale of
shares to a third party+ based on capitalization of the net
rentals of the properties constructed on the said portion
landy or any other route that is mutually acceptable.
The e/it from Investment is proposed 9ithin a period of
FA months from the date of signing of de6nitive
agreement ? this (/it option shall be open to the
Investors during this period.
1A
55.Put ,'tion In the event the InvestorInvestors is are not able to e/it his
Investment 9ithin a period of FA $si/ty' months sub-ect to
e/ecution of de6nitive agreement+ then the
InvestorInvestors shall be entitled $but not obligated'+ by
notice in 9riting to the *romoters re8uire o>ering the
*romoters to purchase all the shares in the S*! at fair
value of aggregate investment of InvestorInvestors as per
the Independent (/pert $anyone out of top 0 *roperty
!aluation onsultants in India'
57.+ra# Alon# Ri#"t Ppon e/ercise of *ut 1ption and the promoter*romoters
not able to ful6ll its obligation under the *ut 1ption above+
9ithin a period of 7 months from the date of *ut 1ption +
then+ InvestorInvestors shall have the right to Drag .long
the shares held by the developer *romoters at the time of
sale of any shares by the InvestorInvestors on the same
terms and price as applicable to the InvestorInvestors
5=.Events o% +e%ault

1ccurrence of the follo9ing shall be deemed to be an
(vent of Default by the *romoters ifL
:as *romoters committed breaches of any of the
material provisions of shareholders de6nitive
agreements+ 9hich are of such seriousness as to permit
the InvestorInvestors to treat as breach in
shareholdersof the terms of de6nitive agreements.
.n event of insolvency occurs in relation to the
*romoters.M
.ny e/ecution or distress is levied or enforced against
the *ro-ect+ 9hich is not removed or discharged o9ing
to the default by ,I* and/or S*! 9ithin stipulated
timeframe.
. breach of the de6nitive agreements or of the
employment+ nonGcompete+ nonGsolicitation or other
agreements.
Findings of any concurrent audit or investigation by the
InvestorInvestors reveal that the a>airs of the S*! are
being 9illfully mismanaged so as to cause a material
economic adverse impact to the InvestorInvestorsM
.ny other breach caused by *romoters ;no9ingly and
or un;no9ingly+ intentionally or unintentionally+
a>ecting the rights/interest of the InvestorssM or
11
.ny material deviation from the agreed business plan /
6nancial plan / sale plan / e/it plan $e/cept due to
e/ternal reasons beyond the control of S*!/ *romoters
and / or the changes approved by the 4oard'.
50.Afrmative Ri#"ts Ppon occurrence of an (vents of Default+ the
InvestorInvestors shall give notice to the *romoters and /
or the S*! for rectifying such events. 1n the e/piry of the
notice period to be de6ned in the ShareholdersDe6nitive
.greement+ if the (vents of Default subsist or the
*romoters are not able to ful6ll their obligation under the
*ut 1ption+ the InvestorInvestors shall have the right to do
all or any of the follo9ingL
.ppoint and change the "D/(1/11/F1/Senior
"anagement personnel by 9hatever name called of the
S*!M
3ominate such number of directors on the board of the
S*! to constitute a ma-ority and a<rmative vote of the
*romoters 9ill no longer be in force.
ause spin o>/sale of assets/business / I*2s of the S*!M
ause changes in the business plan of the S*!M
4ring in ne9 investorInvestorss in to the S*!M
4ring in ne9 developer into the S*!M
Determine utilization of surplus caseM
Ta;e any actions that it deems 6t to protect its interest
in the S*!.
During the notice period of *ut 1ption+ the
InvestorInvestorss 9ill have the a<rmative right on all
transactions having 6nancial implication of more than 2s. 1
mn. Further+ during the notice period of *ut 1ption+ all the
ban;ing related authorities 9ill shall vest 9ith the
InvestorInvestors.
5F.+e%ault Put ,'tion
Ppon the happening of an (vent of Default then+
InvestorInvestors shall be entitled $but not obligated'+ by
notice in 9riting to the *romoters re8uire o>ering the
*romoters purchase all the shares in the S*! o9ned by
InvestorInvestors at a price 9hich 9ould give the
InvestorInvestors an internal rate of return of 50 per cent
per annum compounded annually on the aggregate
investment by the InvestorInvestors. plus all declared but
unpaid dividends %or& the value of the aggregate
investment of InvestorInvestors as per the Independent
(/pert $anyone out of top 0 *roperty onsultants in India'
considering preGdefault valuation of the S*!+ 9hichever is
higher.
15
5I.+e%ault +ra# Alon#
Ri#"ts
Ppon the happening of an (vent of Default and the
promoter*romoters not able to ful6ll its obligation under
the *ut 1ption above+ 9ithin a period of 7 months from the
date of the (event of Ddefault+ then+ InvestorInvestors
shall also be entitled $but not obligated' by notice in
9riting $a O3otice of DefaultO' to the *romoters at any time
follo9ing InvestorInvestors becoming a9are of such (vent
of Default to re8uire the *romoters to o>er the shares in
the S*! o9ned by it and its .<liates for sale to
InvestorInvestors at the Default Drag *rice as de6ned
belo9 $the %Default Drag *rice&'.
Default Drag *rice shall mean $a' the aggregate purchase
price received by InvestorInvestors from a third
party/parties pursuant to sale of all the shares of
InvestorInvestors and the *romoters in the S*!M "I3PS $b'
an amount 9hich 9ould give the InvestorInvestorss an
internal rate of return of 50 $t9entyG6ve' per cent per
annum compounded annually on the aggregate investment
by the InvestorInvestors plus all declared but unpaid
dividends %or& the value of the aggregate investment of
InvestorInvestors as per the Independent (/pert $anyone
out of top 6ve *roperty !aluation onsultants of India'
considering preGdefault valuation of the S*!+ 9hichever is
higher.
5J.Li0uidation
Pre%eren!e
In the event ofL
$i' any li8uidation+ dissolution or 9inding up of the
ompany+ either voluntary or involuntary+
$ii' any ac8uisition of the company by means of a
merger+ ac8uisition or other form of corporate
reorganization in 9hich the shareholders of the
company do not o9n the ma-ority of the
outstanding shares of the surviving entity+
$iii' any sale of all or substantially all the assets of
the ompany
$iv' any e/ercise of Drag .long 2ights / Tag .long
17
2ights by the Investorss
$any such event+ a %#i8uidation&'+
the total proceeds from such #i8uidation remaining
after discharging the liabilities of the company+ shall
be distributed+ 6rst to the Investorss+ an amount
9hich 9ould give the Investorss an internal rate of
return of HHHH per cent per annum compounded
annually on the aggregate price paid by the
Investorss plus all declared but unpaid dividends.
Qprovision of return is optionalR
To the e/tent that there are assets available for distribution
after payment of the preceding amount to Investorss+ all
Shareholders including Investorss 9ill share pro rata in
the distribution of such remaining assets.
5K.Ri#"t o% 1rst ,2er Sith respect to any sale/transfer of shares by the
S*!/*romoters to any third party+ the Investors shall have a
right of 6rst o>er to maintain their respective percentage
o9nership in the outstanding e8uity of the S*! $including
outstanding options and 9arrants'+ 9ith standard
e/clusions e.g. (S1*+ sub-ect to prior approval of board.
7A.Ins'e!tion Ri#"t The S*!/*romoters 9ill permit the Investors+ or its
authorized representatives $such as la9yers+ accountants+
auditors or other professional advisors' to visit and inspect
the properties constructed and developed on the said
portion land of the S*!/*romoters+ including its corporate
and 6nancial records+ and to discuss its business and
6nances 9ith o<cers of the S*!/*romoters+ after giving
reasonable notice.
71.In%ormation Ri#"ts The InvestorInvestors areis entitled to receive all
information available to a director/s of the S*! on re8uest.
.t a minimum+ the S*! shall be under obligation to furnish
the InvestorInvestors 9ithL
$i' Sithin Q1=R days after the end of each month+ unG
audited statements of income and cash No9s of the S*! for
such month and for the period from the beginning of the
current 6scal year to the end of such month+ and a balance
sheet as of the end of such month for the S*!M
$ii' 9ithin Q1=R days after the end of each months+ monthly
management revie9 detailing ;ey operational performance
indicatorsM
$iii' 9ithin Q1=R days after the end of each 8uarter+ unG
audited statements of income and cash No9s of the S*! for
1=
such 8uarter and for the period from the beginning of the
current 6scal year to the end of such 8uarter+ and a
balance sheet as of the end of such 8uarter for the S*!M
$iv' 9ithin QKAR days after the end of each 6scal year+
audited statements of income+ cash No9s and
shareholdersD e8uity of the S*! for such year and a
balance sheet as of the end of such year and accompanied
by the report of an independent certi6ed public accountant
of recognized standingM
$v' 9ithin Q7AR days prior to the end of each 6scal year+ a
budget for the ne/t year including operating and capital
budgets and such other reasonable information re8uested
by the InvestorInvestorsM
$vi' 4oard+ committee+ and shareholder meeting minutes
9ithin QIR days after such eventsM
$vii' details of signi6cant events impacting the S*!M and
$viii' all other relevant information including business
plans+ capital e/penditure budgets and management
reporting information not e/plicitly mentioned here.
The periodicity for providing 6nancial data shall be for the
time frame mentioned above in the case of all operating
units. For pro-ects under construction all reports 9ill be on
a 8uarterly basis.
75.Costs
ost associated 9ith the investment including title
veri6cation and creation of security+ drafting and
e/ecution of documents+ cost of conducting due diligence
$payment to all consultant appointed'+ etc. shall be borne
by the S*!.
:o9ever syndication fee to be paid to the investment
ban;er and any other fee payable to any other consultant
shall be borne by the *romoters.
77.Validit3 This term sheet is valid for a period of HHHHHHHH 1A
daysfrom the date of issue e/ecution of this term
sheet and the *arties shall e/ecute the term sheet
9ithin 1A HHHHHHdays from date of issue.
7=.Con1dentialit3 The terms and conditions described in this Term Sheet
including its e/istence shall be con6dential
information and shall not be disclosed to any third
10
party+ save for a<liates of the negotiating parties. If
any party determines that it is re8uired by la9 to
disclose information regarding this Term Sheet or to
6le this Term Sheet 9ith any securities e/change+
securities regulatory agency+ or other regulatory
body+ it shall+ in a reasonable time before ma;ing
any such disclosure or 6ling+ consult 9ith the other
parties regarding such disclosure or 6ling and see;
con6dential treatment for such portions of the
disclosure or 6ling as may be re8uested by the other
party/ies.
70.E/!lusivit3 Ppon e/ecution of this term sheet+ *arties agree that so
long as the InvestorInvestors negotiate in good faith to
consummate the transaction contemplated by this term
sheet+ the *romoters agrees that neither they notr their
representatives 9ill negotiate 9ith+ provide any information
to+ or consummate a 6nancing 9ith any parties+ other than
the InvestorInvestors+ 9ithout the prior 9ritten approval of
the InvestorInvestors.
4567overnin# La8& .ll agreements shall be governed by the la9 of India and
the ourts in 4angalore shall have e/clusive -urisdiction.

It is the intention of the InvestorInvestors to enter into such agreements as are
appropriate to consummate the transaction contemplated above. The
InvestorInvestors and the *romoters e/pressly ac;no9ledge+ ho9ever+ that this
letter is only an e/pression of the present intention of the InvestorInvestors+ and
other than as set forth+ on6dentiality+ (/clusivity and First 2ight of 2efusal on the
Investment above+ neither the InvestorInvestors nor the *romoters 9ill have any
legal obligation or o9e any legal duty to the other until such time as de6nitive
agreements have been e/ecuted by the authorized representatives of the
InvestorInvestors and the *romoters setting forth the precise terms and conditions
of the transaction.
If the foregoing accurately describes the basis on 9hich 9e are 9illing to proceed
9ith regard to negotiating and drafting de6nitive agreements+ please indicate your
approval by signing the copy of this letter and returning it to us.
.(*T(D .3D .@2((D on this HHHHHH HHH day of HHHHHHHHHHHHHHHHH+ 5AAJL
$or ICICI Venture $unds Mana#ement Com'an3 Limited&
$or 9arle In%ra Proe!ts Private Limited
1F
$or SPV
Mr Sudars"an 9arle

1I
S:(DP#( I
1. .ny revenue or capital e/penditure beyond 1ABof that budgeted for in
the .nnual 4usiness *lan that is approved by the 4oard of Directors.
5. reation of investment in subsidiaries or any other investments $other
than short term treasury operations' including ac8uisition of any
division+ corporation+ entity or business.
7. reation of any indebtedness including giving of security for or
guaranteeing debts above of that contemplated in the annual business
plan of the ompany.
=. .mendments or any proposal to amend the "emorandum or .rticles of
.ssociation including change in the number of 4oard members.
0. ommencement of any ne9 line of business
F. ommencement or settlement of litigation 9here the amount involved
is above 2s.1A mn in any particular 6nancial transaction
I. 2ecommend+ giving or rene9ing of security for or the guaranteeing of
debts or obligations of the ompany or any Subsidiary and / or
.<liates of any *erson+ other than in the normal course of business
J. Sinding up and / or li8uidation of the ompany and / or their .<liates.
K. Divestment of or sale of assets of businesses+ lease+ license or
e/change or pledge in any other 9ay proposing to dispose o> any
assets or underta;ing of the ompany.
1A..ny agreement+ arrangement+ transaction relating to transfer or
assignment or encumbrance of intellectual property rights including
those relating to copyrights+ trademar;s+ patents and designs.
11..ny increase in the issued+ subscribed or paid up e8uity or preference
share capital of the S*!+ or reGorganization of the share capital of the
S*!+ including ne9 issue of shares or other securities of the S*! 9hich
are convertible into shares or any preferential issue of shares or
redemption of any shares or 9arrants+ or grant of any options over its
shares by the S*!.
15..pproval of any ne9 scheme or plan for grant of employee stoc;
options+ or s9eat e8uity shares to any person or entity+ including any
modi6cation to any ne9 or e/isting scheme or plan.
1J
17.hanges to material accounting or ta/ policies or practices other than
that is recommended by the .udit ommittee or re8uired by la9.
1=..ny change in the 6nancial year for preparation of audited accounts.
10.2ecommendation of declaration of any dividend in any year.
1F..ny resolution to appoint or reGappoint or for the removal of statutory
and/or internal auditors for the ompany.
1I.Shifting of registered o<ce.
1J..<liated party transactions+ agreements or arrangements bet9een the
S*! and the *romoters or their .<liates and any transaction+
agreement or arrangement bet9een the S*!+ and any entity or 6rm+ in
9hich any of the *romoters or any of their .<liates has a 6nancial
interest other than the commitments entered in to prior to signing of
this term sheet.
1K.@iving of security for or guaranteeing the debts of any person
5A.The formation or operation by the S*! of any ne9 business+ or
subsidiary+ or collective investment vehicleM
51.hanging the rights and preferences of securities
55..ny related party transactions
57.Setting up of salary and bene6ts of any employee 9ith a total cost to
the S*! or any of its subsidiaries e/ceeding 2s. T9o million per annum
5=..ny commitment or agreement to do any of the foregoing.
50.The terms of ac8uisition of lands by the S*!
5F.Shere applicable+ the ac8uisition and/or e/tinguishments of interests
and rights in or over property held by third parties and the terms on
9hich they are to be ac8uired or e/tinguishedM
5I.The acceptance of Financial .ppraisal of the development and budget
estimates of development pro-ect e/penditure / Financial *lan.
5J.The *romoters shall present to the 4oard details of the proposed
mar;eting strategy+ guidelines for the terms and process of
employment of the building contactor+ guidelines for the terms of lease
of the *ro-ect+ guidelines for design and construction aspects of the
*ro-ect.
1K
5K.The selection method of selection and terms of engagement of all ;ey
employees of the ompany and the removal of such employeesM
7A.Sale of the properties
71..ny material deviation from the plan and terms approved by the 4oard
in connection but not limited to 9ith $i' the proposed mar;eting
campaign for the disposal of the *ro-ects+ $ii' employment of the
contractor for e/ecution of the *ro-ects $iii' terms of lease and sale of
the *ro-ects $iv' the design content and 8uality of and materials to be
used in the e/ecution of the *ro-ect.
75.The terms of any 6nancial assistance to fund development pro-ect
e/penditureM
77.The variation+ alteration+ change of or omission form a decision on a
matter of principle already made by the ompany to the e/tent that
the variation+ alteration+ change or omission is materialM
7=.The prosecution of claims 9ith respect to the ompanyM
70..ll strategy / policy decisions 9ill need to be approved by the 4oard.
.ny ma-or deviations from the plans approved by the 4oard 9ill need
approval from the 4oard.
5A
Schedule II
51