RESOLUTION PROPOSED TO BE PASSED BY CIRCULATION

Date: 20 October 2023

To,

The Debenture Holders

Date of Circulation 20 October 2023

Total No. of items proposed 1

We have attached the resolution which is proposed to be passed by circulation along with the
explanatory notes. You are requested to consider and to pass the following resolutions by this circular.

Item No. 01 Change of Facility Agent.

Notes:

a) You can send your acceptance/rejection on the resolutions–by filling out and signing page 3
of this document as per instructions given therein and sending a scanned copy of the same by
way of a reply to the current email.
b) You are requested to send your assent/dissent within 7 (Seven) days of circulation.
c) The circulated resolution shall be deemed to have been passed by circulation when it is
approved by a majority of the Debenture Holders, entitled to vote on the resolution.
d) The circulated resolution, if passed, shall be deemed to have been passed on the day assent is
received from Debenture Holders representing at least 51% of the outstanding Debentures (by
value).
e) The circulated resolution, if passed, shall be effective from date on which the same is/are
deemed to have been passed.

We will be happy to provide you with any details/information/documents as may be required to

provide your acceptance/rejection on the above said circulated resolution/(s).

Place: Mumbai
 RESOLUTION OF DEBENTURE HOLDERS TO BE PASSED BY CIRCULATION

Item No. 1: Change of Facility Agent

WHEREAS Firstlight Properties Private Limited (“Company”) has issued/shall issue 6,000 (Six
Thousand) senior, secured, redeemable, non-convertible debentures at par, having a face value of INR
1,00,000/- (Indian Rupees One Lakh only) aggregating to INR 60,00,00,000/- (Indian Rupees Sixty
Crores only), on private placement basis and in more than one tranche pursuant to the debenture trust
deed dated 21st June 2022 (“Debenture Trust Deed”) executed inter alia by and between the Company
and Beacon Trusteeship Limited (“Debenture Trustee”). Nisus Finance & Investment Managers LLP
(“Nisus Finance”) was appointed as facility agent to exercise and undertake all powers, rights and
duties granted to the debenture holders under Debenture Trust Deed and other definitive agreements
for the benefit of the debenture holders.

WHEREAS Nisus Finance may step down as the facility agent on the occurrence of certain events and
in its place, the debenture holders (as on date) may appoint Certus Investment Management Private
Limited (“CIMPL”) as their new facility agent subject to the terms and conditions as may be agreed
between them.

WHEREAS as per Clause 26 of Annexure 6 of the Debenture Trust Deed, the rights of the facility agent
are freely transferable by the facility agent to any third party it deems fit, subject to the consent of
majority debenture holders. Further, as per Clauses 21 (b) and (d), 22 and 26 of Annexure 6 of Debenture
Trust Deed, the debenture holders have the power to give consent and sanction any modification,
alteration or abrogation of any of the rights in the Debenture Trust Deed inter alia by way of a circular
resolution approved by majority debenture holders.

Accordingly, the following resolutions are proposed to be passed in this regard.

“RESOLVED THAT in compliance of Clauses 21 (b) and (d), 22 and 26 of Annexure 6 of the Debenture
Trust Deed, the debentures holders hereby unequivocally, irrevocably, unconditionally agree to
appoint Certus Investment Management Pvt. Ltd. (“CIMPL”) as their new facility agent in place of
Nisus Finance to exercise and undertake all powers, rights and duties granted to the facility
agent/debenture holders under the Debenture Trust Deed and other definitive agreements for the
benefit of the debenture holders and/or such other powers as may be agreed between the parties.”

“RESOLVED FURTHER THAT the Company, Nisus Finance and CIMPL shall enter into all necessary
documents and execute all such deeds, agreements, undertakings including amendment to the
Debenture Trust Deed and all other documents as may be necessary for the aforesaid purpose and take
such further steps as may be necessary for the purpose of appointing CIMPL as the new facility agent
in place of Nisus Finance.”

“RESOLVED FURTHER THAT in terms of Clause 28.5 of Annexure 6 of the Debenture Trust Deed,
Nisus Finance shall give necessary intimation to the Debenture Trustee and the Company in relation to
transfer of its right, title and interest under the Debenture Trust Deed to CIMPL.”
RESOLVED FURTHER that upon completion of transfer of its right, title and interest under the
Debenture Trust Deed in favour of CIMPL, an intimation will be sent to all the debenture holders (who
may be holding the debentures as on that date) by electronic mail. Such intimation shall be deemed to
be proof of sufficient notice of change of facility agent under Debenture Trust Deed and no further steps
shall be required in this behalf.”

Request you to signify your approval / consent or otherwise by ticking the option and signing in the
appropriate column.

I hereby convey my assent /dissent to the above resolution/(s) as follows:

Name of Debenture Holder: _____________________________________

Number of Debentures Held: ____________________________________

Item No. Assent* Dissent* Signature Date of Signing

Item No. 1:

*Assent/Dissent may be given by mentioning ‘YES’ in the respective field.