R

13-October-2023
To:
[Insert details of relevant Ashva Investors]

We, Avigna Private Limited (Avigna), are issuing this communication to bring to your
attention matters pertaining to Avigna Ashva Pvt. Ltd. (Ashva) concerning its high-handed
actions in its business dealings with Avigna (the details of which are provided hereinbelow),
and hope that you will take necessary actions as stakeholders concerned with Ashva.
1. Avigna is engaged in the business of realty development and management, including
warehousing facilities. Strata and Avigna have commenced collaborating during the year
2020 for Strata to identify investor purchasers of Avigna developed warehouses. Further
thereto, one of the warehouse properties identified as “Box 3” was sold to investors identified
by Strata, one of whom is a SPV of Strata. In the year 2021, Avigna (through its Promotor,
Mr. S. Rajasekaran) and Strata (through its Director, Mr. Sudarshan Lodha) entered into a
collaborative arrangement intended to be mutually beneficial whereunder Strata would
facilitate investments for the development and acquisition of warehouse developments of
Avigna
CIN : U65929TN2018PTC123121

AVIGNA PRIVATE LIMITED Corporate Office : #10, 3rd Floor, Casa Brigitta, Brunton Road Bengaluru,
Karnataka 560025 | 080 4522 9999 Registered Office : #1822, I Block, 13th Main Road, Anna Nagar West,
Chennai - 600 040 | 044 4911 9999 | www.avigna.group

through investors / investment vehicles identified by Strata; that Avigna or its affiliates would
in turn sell the underlying project plot/s of land in favour of such investment vehicles and
construct warehouse/s thereon; and Avigna would facilitate leasing of the developed
warehouses or handover / attorn the existing tenants of the warehouses to the investor
purchaser/s identified by Strata. These transactions of sale and construction were conditioned
such that the underlying assets would be sold back to Avigna on specified terms, and for
Avigna to have pre-emptive rights where such assets are proposed to be sold to third parties.
The terms of such arrangement have been formalized in an agreement titled “Memorandum
of Understanding” (MoU) which Avigna and Strata had entered into on 19 th July 2021,
although the arrangement itself was acted upon earlier to the execution of the MoU, in good
faith.

2. In furtherance to the above understanding and arrangement, Strata and Avigna entered into
Memorandum of Understanding dated March 26, 2021 for the property identified as “Box 2”.
Avigna was to receive total consideration of Rs.61,41,67,659/- under the said MoU, for the
built-up area of 2,79,851 sq.ft. However, at the time of nominating the SPV purchaser for the
said property and finalizing the terms of the definitive contracts to be executed with such
SPV, Mr. Sudarshan Lodha insisted that the property be purchased by two separate entities,
one SPV and another entity to be nominated by Mr. Lodha. The SPV (Evernest Estate Pvt
Ltd.) purchased 2,09,861 sq.ft. of built-up area at the rate of Rs.2,148/- per sq.ft., for a total
consideration of Rs.46.1 Crores; although it is pertinent to note that the said SPV had in fact
raised significantly higher funds from its investors, towards purchasing the said properties.

3. For the balance area of 69,953 sq.ft., Mr. Sudarshan Lodha demanded that the same be
sold, at a heavily discounted price of Rs.1,200/- per sq.ft., to M/s. Siddhvi Estates, which is a
partnership with Mr. Sudarshan Lodha’s brother-in-law as a Partner. Since Mr. Lodha
conditionalized the release of Avigna’s receivables subject to Avigna proceeding with the
above transaction structure, Avigna was constrained to accede to the same. Thus, instead of
extending the benefit of the discount to the investors of the SPV, Mr. Lodha routed the entire
benefit of the negotiated value of Rs.6.6 Crores to M/s. Siddhvi Estates, to essentially derive
an upfront windfall of a gain for none other than himself.

4. In furtherance to the above MoU and mutual arrangement, Avigna and Strata entered into
several transactions in respect of the industrial warehousing projects developed by Avigna.
Pursuant to Strata identifying specific investor entities for acquiring each of the said
warehouses and the plots housing such warehouses, Avigna entered into separate agreements
with the said investor entities for (i) conveying the plot/s of land in favour of the investor
entities; and (ii) constructing warehouse/s over the said plot/s of land. One such investing
entity with whom Avigna entered into agreements is Ashva, and the details of assets forming
subject matter of the said agreements is described in the table below (along with details of the
other investing entities that transacted with Avigna through Strata):

SL. Asset details Investor entity

No.
i. Industrial warehouse comprising 2,18,562 sq.ft. of Avigna Ashva Pvt.
super built-up area constructed over plot of land Ltd.
measuring an extent of 3,44,718 sq.ft., comprised
in properties bearing Sy. Nos.58/1, 58/2 and 59, ,
and forming part of the Avigna Industrial Park
situated at Gangapura Village, Nandagudi Hobli,
Hoskote Taluk, Karnataka. (Box 1)

ii. Industrial warehouse comprising 2,79,814.76 sq.ft. - Evernest Estate

of super built-up area constructed over plot of land Pvt. Ltd.
measuring an extent of 3,08,236 sq.ft., comprised
in properties bearing Sy. Nos.167/1C and 168/1, - M/s. Siddhvi
and forming part of Avigna Industrial Park Estates
situated at Nagondapalli Village of Hosur Taluk,
attached to Kelamangalam Sub Registration
District, Krishnagiri Registration District of
Krishnagiri District. (Box 2)

iii. Undivided share of 2,15,931 sq.ft. in the industrial - Evernest Gains

warehouse comprising 2,54,931 sq.ft. of super Properties Pvt. Ltd.
 built-up area constructed over plot of land
measuring an extent of 2,92,798 Sq.ft., comprised
in properties bearing Sy. Nos.167/1B, 167/1C,
168/1, 168/2, 169/1, 567/1, 567/2, 568 and 569,
and forming part of Avigna Industrial Park
situated at Nagondapalli Village of Hosur Taluk,
attached to Kelamangalam Sub Registration
District, Krishnagiri Registration District of
Krishnagiri District. (Box 3)

iv. Undivided share of 2,96,106.10 sq.ft. in the Evernest Commercial

industrial warehouse comprising 7,06,253 sq.ft. of Properties Pvt. Ltd.
super built-up area constructed over plot of land
measuring an extent of 4,93,927 sq.ft., comprised
in properties bearing Sy. Nos.620/1A, 620/1B,
620/2A, 620/2B and 621, and forming part of
Avigna Industrial Park situated at Nagondapalli
Village of Hosur Taluk, attached to Kelamangalam
Sub Registration District, Krishnagiri Registration
District of Krishnagiri District. (Box 6A)

v. Undivided share of 2,78,896.50 sq.ft. in the Evernest Parks Pvt.

industrial warehouse comprising 7,06,253 sq.ft. of Ltd.
super built-up area constructed over plot of land
measuring an extent of 4,93,927 sq.ft., comprised
in properties bearing Sy. Nos.620/1A, 620/1B,
620/2A, 620/2B and 621, and forming Part of
Avigna Industrial Park situated at Nagondapalli
Village of Hosur Taluk, attached to Kelamangalam
Sub Registration District, Krishnagiri Registration
District of Krishnagiri District. (Box 6B)

vi. Undivided share of 1,31,250 sq.ft. in the industrial Evernest Properties

warehouse comprising 7,06,253 sq.ft. of super Pvt. Ltd.
built-up area constructed over plot of land
measuring an extent of 4,93,927 sq.ft., comprised
in properties bearing Sy. Nos.620/1A, 620/1B,
620/2A, 620/2B and 621, and forming Part of
Avigna Industrial Park situated at Nagondapalli
Village of Hosur Taluk, attached to Kelamangalam
Sub Registration District, Krishnagiri Registration
District of Krishnagiri District. (Box 6 Extension)

vii. Additional Mezzanine space of industrial - Evernest

warehouse comprising 1,41,843 sq.ft. of super Commercial
built-up area constructed over plot of land Properties Pvt. Ltd.
measuring an extent of 4,93,927 sq.ft., comprised
in properties bearing Sy. Nos.620/1A, 620/1B, - Evernest Parks Pvt.
620/2A, 620/2B and 621, and forming Part of Ltd.
Avigna Industrial Park situated at Nagondapalli
 Village of Hosur Taluk, attached to Kelamangalam - Evernest Properties
Sub Registration District, Krishnagiri Registration Pvt. Ltd.
District of Krishnagiri District. (Box 6 Mezzanine)

viii. Industrial warehouse comprising 1,24,717 sq.ft. of Evernest Property

super built-up area constructed over the property Holdings Pvt. Ltd.
bearing Sy. Nos.614/2, 615/1 and 615/2,
measuring an overall extent of 2,36,095 sq.ft., and
forming Part of Avigna Industrial Park situated at
Nagondapalli Village of Hosur Taluk, attached to
Kelamangalam Sub Registration District,
Krishnagiri Registration District of Krishnagiri
District. (Box 9)

5. As aforementioned, the investor entities aforementioned, including Ashva, are essentially

Special Purpose Vehicles (SPVs) of Strata formed for the specific purpose of investing in real
estate properties managed by Strata, including the above assets and warehouses forming part
of Avigna’s projects. In fact, Strata has also undertaken the entire responsibility of managing
all matters pertaining to the above assets and warehouses for and on behalf of the said
investing entities, though it is in fact Avigna that managed the maintenance of these assets.
Thus, Avigna’s interactions and coordination with the said investor entities, including Ashva,
in respect of the above transactions has always been through Strata, with Strata acting as the
sole point of contact for the said investor entities, at all points of time. Further, although
Avigna has entered into agreements with separate SPV entities in respect of the individual
assets aforementioned, each of these agreements form part of the common underlying
umbrella transaction between Avigna and Strata.

6. We would like to bring to your attention that in discharge of its obligations under the
various construction agreements executed by Avigna in respect of the above assets, Avigna
has duly completed construction of the warehouses at item Nos.(i) to (v) and (viii) of the
above table and handed over possession thereof to the relevant SPVs, including Ashva.
Avigna has also identified suitable tenants for the above warehouses, and facilitated execution
of either leases or attornment of lease between the said tenants and the relevant SPVs, from
time to time. Accordingly, Avigna has become entitled to receive consideration from Strata/
the SPVs concerned in respect of the above warehouses, in accordance with the terms of the
respective Construction Agreements aforementioned executed by the said entities with
Avigna. In addition thereto, some of the SPVs (including Ashva) are also yet to pay the due
amounts to Avigna/its affiliates and its Director, Mr. S. Rajasekaran, towards balance sale
consideration for the plots sold to said entities, and towards reimbursement of certain
expenses undertaken by Avigna for and on behalf of the said entities.

7. In this regard, Avigna has made multiple requests to Strata for facilitating the release of
Avigna’s payments due from the SPVs concerned, but to no avail. Avigna has also issued
individual demand letters to the said SPVs calling upon them to release the payments due and
outstanding to Avigna. However, no response has been issued to even one of the demand
letters. Obviously, responses have been withheld, like our payments.

8. It would be noteworthy to mention that the issue of non-payment of Avigna’s dues started
soon after Avigna requested Mr. Sudarshan Lodha to repay the sum of Rs.2.5 Crores that Mr.
Lodha had borrowed from Avigna as a loan. Not only has Avigna not received payment of the
said sum of Rs.2.5 Crores from Mr. Lodha till date (despite causing issuance of legal notice
to Mr. Sudarshan Lodha demanding repayment of said amount), but even the amounts due
from the SPVs have been held up and they to remain outstanding, as aforementioned. Copies
of the demand letters issued to the defaulting SPVs (including Ashva), Strata and Mr.
Sudarshan Lodha are enclosed herewith for your reference, and details thereof are provided in
the table below. Whilst the amounts mentioned in the table below reflect only the principal
amounts due to Avigna, given the delay by the aforesaid persons in releasing the said amounts
to Avigna, the said amounts are to be paid along with interest at the rate of 18% per annum
from the respective due dates, till the date of actual payment:

Amounts payable by Investing SPVs

SL. Investing SPV Date of Total principal Principal amount

No. issuance of amount payable to due and payable as
demand Avigna / Avigna’s on date
letter affiliates /Avigna’s
Director at the end
of the transaction

i. Avigna Ashva 20.08.2023 Rs.10,79,62,145/- Rs.10,79,62,145/-

Pvt. Ltd.
18.09.2023 Rs.5,50,00,000/- Rs.5,50,00,000/-

ii. Evernest Gains 10.08.2023 Rs.3,93,48,729/- Rs.3,93,48,729/-

Properties Pvt.
Ltd.

iii. Evernest 18.08.2023 Rs.3,16,60,273/- Rs.1,57,23,321/-

Commercial
Properties Pvt.
Ltd.

iv. Evernest Parks 18.08.2023 Rs.2,95,10,426/- Rs.1,44,99,724/-

Pvt. Ltd.

v. Evernest N/A Rs.61,09,750/- N/A

Properties Pvt.
Ltd.

vi. - Evernest N/A Rs.8,01,70,000/- Rs.6,06,70,000/-

Commercial
Properties Pvt.
 Ltd.

- Evernest
Parks Pvt.
Ltd.

- Evernest
Properties Pvt.
Ltd.
vii. Evernest 14.08.2023 Rs.1,91,32,962/- Rs.1,91,32,962/-
Property
Holdings Pvt.
Ltd.

Total Rs.36,88,94,285/- Rs.31,23,36,881/-

Amount payable by Mr. Sudarshan Lodha

Mr. Sudarshan 01.08.2023 Rs.2,50,00,000/- Rs.2,50,00,000/-

Lodha

Total Rs.39,38,94,285/- Rs.33,73,36,881/-

9. Unfortunately, despite having received the above communications and demand letters,
Strata and each of the defaulting SPV investors have failed to respond to our demands even
after passage of several weeks. In fact, Avigna is yet to receive a response even to the legal
notice aforementioned that was issued to Mr. Sudarshan Lodha for repayment of the loan of
Rs.2.5 Crores. Instead, what Avigna received was merely a holding response issued by Strata,
stating therein that it wants to provide “constructive feedback” to Avigna, rather than
resolving the matter. Interestingly, even the said holding response was issued over two weeks
ago, and Avigna is yet to receive any further communication from either Strata or the SPVs.
As such, all efforts made by Avigna at amicably resolving matters have also not yielded any
results. Avigna has made every attempt to bring about an amicable quietus to the above issues
and continue to fruitfully pursue its business relations with Strata and the SPVs, but neither
Strata nor the SPVs (including Ashva) have reciprocated or shown any genuine interest in
such amicable closure. On the contrary, caustic communications and threats have been issued
repeatedly.

10. As a result, Avigna is now left in a position of significant financial burden, with crores of
rupees remaining outstanding and payable to it for several months. This has the potential to
adversely impact the transactions at hand. Despite the financial burden that we have been
deliberately put to, solely on good faith basis and with the intent to not cause suffering to the
investors of the SPVs, Avigna has gone ahead and even completed construction and handover
of the warehouses at item Nos.(i) and (viii) of the table in paragraph No.4 above, with the
hope that Strata and the SPVs would see the bona fides in Avigna’s actions and realize that
Avigna has always acted fairly and in the best interests of its customers and investors.
However, Strata and the SPVs have once again let down Avigna by resorting to evasive
conduct and diminished prospects of an amicable resolution of the matter.

11. As if the above conduct was not sufficient, Avigna is now also getting attacked by
representatives of SBI Capital Markets, at the behest of Strata, who are not only threatening
Promotors of Avigna, but are also reaching out to Avigna’s investment bankers in an attempt
to create doubts in their mind with misleading information as to Avigna and its ability to
conclude transactions it has undertaken. Needless to mention, this is being done to thwart
Avigna’s ability to raise funds for its continued, sustained and successful growth and
operations. We are given to understand from the above state of affairs that Strata and its SPVs
are led by the management of Strata in their decision to deliberately withhold Avigna’s
payments, as also the payments due to Avigna’s affiliates and Promotor and Managing
Director, Mr. S. Rajasekaran.

12. As an investor of Ashva, we are sure that you would also find it of utmost concern that
the Board of Ashva, being one of your portfolio companies, has under the instructions of
Strata management, resorted to high-handed actions that would hamper not just the business
relations between Avigna and Ashva, but also damage the reputation of the said entities
amongst the real estate industry and its prominent stakeholders and investors. Clearly, such
actions are not in anyone’s interest, much less the interests of the various shareholders and
investors of Ashva who have invested their hard-earned monies into the business of the said
entity, and whose interests the management of Ashva have a fiduciary responsibility to
protect.

13. In fact, Mr. Sudarshan Lodha and Strata both hold a fiduciary position not only in their
dealings with Avigna, but also in their dealings with their own investors, as well as investors
of the SPVs. We have been denuded of what is rightfully receivable by us, while Strata and
Mr. Lodha are sitting comfortably in control over monies received from SPV investors which
are due for payment to us. Strata’s ill-conceived strategies of attempting to push us against
the wall by non-payment of monies on one hand, and attempting to use third party influences
to create blockers for Avigna’s funding prospects, are clearly vindictive and one that does not
augur well in ethical business practices.

14. We hope that you appreciate that Strata’s actions will lead to unnecessary disruptions in
operations and in value for not only Avigna, but also Strata and the SPV investors, something
which is completely avoidable if Strata’s affairs and those of the SPVs are properly managed
and what is legitimately due to be paid to us is paid immediately.

15. We are thus reaching out to you as a final resort in the hope that, in your capacity as an
investor of Ashva, you would prevail over the Board and management of Ashva (which are
common across all the SPVs) to act in a fair and reasonable manner by releasing our
outstanding payments without any further delay. We accordingly request for your kind
intervention in this matter, and would be highly grateful for any support that you may provide
us with in achieving an amicable closure of the stalemate between Avigna on the one hand,
and Strata and its SPVs, including Ashva, on the other.
 Looking forward to your help and support.

Thanking you,
Yours sincerely,

Mr. Rajashekar Magadum

VP Legal Avigna Pvt Ltd.

______________

Enclosed – as above.