SCHEDULE - 01 - DISCLOSURES - Securities and Exchange Board of India (Issue And Listing Of Non-Convertible Redeemable Preference Shares) Regulations, 2013

SCHEDULE I [See Regulation 5 (2) (b) and Regulation 18 (1)] DISCLOSURES I. The issuer seeking listing of its non-convertible redeemable preference shares on a recognized stock exchange shall file the following disclosures along with the listing application to the stock exchange: (a). Memorandum and Articles of Association and necessary resolution(s) for the allotment of the non-convertible redeemable preference shares; (b). Copies of last three years audited Annual Reports; (c). Statement containing particulars of dates of, and parties to all material contracts and agreements; (d). Copy of the Board / Committee Resolution authorizing the borrowing and its list of authorised signatories: Provided that a recognized stock exchange may call for such further particulars or documents as it deems proper. II. The following disclosures shall be made in the Offer document/ Disclosure Document, where relevant: A. A prominent disclosure in bold writing on the cover page of offer document stating the following: Instruments offered through the offer document are non-convertible redeemable preference shares and not debentures/bonds. They are riskier than debentures/bonds and may not carry any guaranteed coupon and can be redeemed only out of the distributable profits of the company or out of the proceeds of a fresh issue of shares made, if any, by the company for the purposes of the redemption B. Issuer Information i. Details of the following:- 1) Name and address of the following:- a) Registered office of the Issuer b) Corporate office of the Issuer 2) Names and addresses of the following:- a) Compliance officer of the Issuer b) CFO of the Issuer c) Arrangers, if any, of the instrument d) Registrar of the issue e) Credit Rating Agency (-ies) of the issue and f) Auditors of the Issuer ii. A brief summary of the business/ activities of the Issuer and its line of business containing particularly atleast following:-. 1. Overview 2. Corporate Structure 3. Key Operational and Financial Parameters * for the last 3 Audited years 4. Project cost and means of financing, in case of funding of new projects * At least covering the following - Consolidated basis (wherever available) else on standalone basis Parameters Upto latest Half Year FY . FY . FY . For Non-Financial Entities Net worth Total Debt of which Non Current Maturities of Long Term Borrowing - Short Term Borrowing - Current Maturities of Long Term Borrowing Net Fixed Assets Non Current Assets Cash and Cash Equivalents Current Investments Current Assets Current Liabilities Net sales EBITDA EBIT Interest PAT Dividend amounts Current ratio (X) Interest cover (X) Gross debt/equity ratio (X) Debt Service Coverage Ratios (X) For Financial Entities Networth Total Debt of which Non Current Maturities of Long Term Borrowing - Short Term Borrowing - Current Maturities of Long Term Borrowing Net Fixed Assets Non Current Assets Cash and Cash Equivalents Current Investments Current Assets Current Liabilities Asset Under Management Off Book Assets Interest Income Interest Expense Provisioning Write-offs PAT Gross NPA (%) Net NPA (%) Tier I Capital Adequacy Ratio (%) Tier II Capital Adequacy Ratio (%) Gross Debt: Equity Ratio (X) of the Company : Before the issue of non-convertible redeemable preference shares After the issue of non-convertible redeemable preference shares iii. And a brief history of the Issuer since its incorporation giving details of its following activities:- 1. Details of Share Capital as on last quarter end Share Capital Rs Authorized Share Capital Issued, Subscribed and Paid-up Share Capital 2. Changes in its capital structure as on last quarter end, (authorized) for the last five years Date of Change ( AGM/EGM) Rs Particulars 3. Equity Share Capital History of the Company as on last quarter end for the last five years Date of Allotment No of Equity Shares Face Value (Rs) Issue Price (Rs) Consideration (Cash, other than cash, etc) Nature of Allotment Cumulative Remarks No of equity shares Equity Share Capital (Rs) Equity Share Premium (in Rs) Notes: (If any) 4. Details of any Acquisition or Amalgamation in the last 1 year 5. Details of any Reorganization or Reconstruction, in the last 1 year as under Type of Event Date of Announcement Date of Completion Details iv. Details of the shareholding of the Company as on the latest quarter end:- 1. Shareholding pattern of the Company as on last quarter end Sr. No Particulars Total No of Equity Shares No of shares in demat form Total Shareholding as % of total no of equity shares Notes: - Share pledged or encumbered by the promoters (if any) 2. List of top 10 holders of equity shares of the Company as on the latest quarter end Sr. No Name of the Shareholders Total No of Equity Shares No of shares in demat form Total Shareholding as % of total no of equity shares v. Following details regarding the directors of the Company:- Details of the current directors of the Company* Name, Designation and DIN Age Address Director of the Company since Details of other directorship * Company to disclose name of the current directors who are appearing in name of RBI defaulter list and/or ECGC default list. Details of change in directors since last three years Name, Designation and DIN Date of Appointment / Resignation Director of the Company since ( in case of resignation) Remarks vi. Following details regarding the auditors of the Company:- Details of the auditor of the Company Name Address Auditor since Details of change in auditor since last three years Name Address Date of Appointment / Resignation Auditor of the Company since ( in case of resignation) Remarks vii. Details of borrowings of the Company, segregating the Rupee Denominated Borrowings and Borrowings made in Foreign Currency, as on as on the latest quarter end:- 1. Details of Secured Loan Facilities :- Lender s Name Type of Facility Amt Sanctioned Principal Amt O/S Repayment Date / Schedule Security 2. Details of Unsecured Loan Facilities:- Lender s Name Type of Facility Amt Sanctioned Principal Amt O/S Repayment Date / Schedule 3. Details of NCDs:- Debenture Series Tenor / Period of Maturity Rate of dividend Amount Date of Allotment Redemption Date/ Schedule Credit Rating Secured / unsecured Security List of Top 10 Debenture Holders (as on ) Sr. No. Name of Debenture Holders Amount Note: Top 10 holders (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided. 4. The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued. 5. Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on the latest quarter end to be provided and its breakup in following table:- Maturity Date Amt Outstanding 6. Details of Rest of the borrowing ( if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares ) as on .:- Party Name ( in case of Facility) / Instrument Name Type of Facility / Instrument Amt Sanctioned / Issued Principal Amt O/S Repayment Date / Schedule Credit Rating Secured / Unsecured Security 7. Details of all default/s or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee given by the Company in the past 5 years . 8. Details of any outstanding borrowings taken / debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option; viii. Details of Promoter of the Company:- 1. Details of Promoter Holding in the Company as on the latest quarter end :- Sr . No Name of the Shareholders Total No of Equity Shares No of shares in demat form Total Shareholding as % of total no of equity shares No of Shares Pledged % of Shares pledged with respect to shares owned. ix. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information ( like Profit Loss statement , Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications , if any. * x. Abridged version of Latest Audited / Limited reviewed Half Yearly Consolidated (wherever available) and Standalone Financial Information ( like Profit Loss statement , and Balance Sheet) and auditors qualifications ,if any. * xi. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor s decision to invest / continue to invest in the non-convertible redeemable preference shares. xii. The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter (not older than one month on the date of opening of the issue) issued by the rating agencies shall be disclosed. xiii. Names of all the recognized stock exchanges where non-convertible redeemable preference shares are proposed to be listed clearly indicating the designated stock exchange xiv. Other details 1. Capital Redemption Reserve (CRR) creation - relevant regulations and applicability 2. Nature of the instrument: whether cumulative or non-cumulative and complete details thereof; 3. Terms of Redemption: Out of distributable profits or out of fresh issue of shares for the purpose of redemption or both. 4. Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc) 5. Application process * Issuer will provide latest Audited or Limited Review Financials in line with timelines mentioned in Simplified Listing Agreement, notified by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 and amended from time to time , for furnishing / publishing its half yearly/ annual result. III. Issue details i. Summary term sheet shall be provided which shall include at least following information (where relevant) pertaining to the non-convertible redeemable preference shares (or a series thereof): Security Name Name of the non-convertible redeemable preference shares which includes (Issuer Name, Dividend Rate and maturity year) e.g. 8.70% XXX 2015. Issuer Type of Instrument Nature of Instrument Seniority Mode of Issue Public issue/Private placement Eligible Investors Listing ( including name of stock Exchange(s) where it will be listed and timeline for listing) Rating of the Instrument _______ by _____ Ltd. Issue Size Option to retain oversubscription (Amount ) Objects of the Issue Details of the utilization of the Proceeds Dividend Dividend Payment Frequency Dividend payment dates Dates on which dividend will be paid. Cumulative or non-cumulative Interest on Application Money Default Interest Rate Tenor __ Months from the Deemed Date of Allotment Redemption Date Dates on which Principal will be repaid. Redemption Amount Redemption Premium /Discount Mode of redemption (Out of profit or out of fresh issue of capital or both) Issue Price The price at which non-convertible redeemable preference share is issued Discount at which non-convertible redeemable preference share is issued and the effective yield as a result of such discount. Put option Date Put option Price Call Option Date Call Option Price Put Notification Time Timelines by which the investor need to intimate Issuer before exercising the put option. Call Notification Time Timelines by which the Issuer need to intimate investor before exercising the call option. Face Value Minimum Application and in multiples of __ Non-convertible redeemable preference shares thereafter Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Deemed Date of Allotment Issuance mode of the Instrument Demat only Trading mode of the Instrument Demat only Settlement mode of the Instrument Insert details of payment procedure Depository Business Day Convention 1 Record Date 15 days prior to each Dividend Payment / Put Option Date / Call Option Date / Redemption date. Transaction Documents 2 Conditions Precedent to Disbursement Condition Subsequent to Disbursement Events of Default Provisions related to Cross Default Clause N/A ( Not Applicable) in case clause is not there else full description of the clause to be provided Governing Law and Jurisdiction ******** 1 The procedure used to decide the dates on which the payment can be made and adjusting payment dates in response to days when payment can t be made due to any reason like sudden bank holiday or day being Sunday , etc. should be laid down. 2 The list of documents which have been executed or will be executed in connection with the issue and subscription of non-convertible redeemable preference shares shall be annexed. ii. Additional Covenants Default in Payment: In case of default in payment of Dividend and/or principal redemption on the due dates, with additional Dividend of atleast @ 2% p.a. over the dividend rate will be payable by the Company for the defaulting period Delay in Listing : In case of delay in listing of the non-convertible redeemable preference shares beyond 20 days from the deemed date of allotment, the Company will pay penal amount of atleast 1 % p.a. over the dividend rate from the expiry of 30 days from the deemed date of allotment till the listing of such non-convertible redeemable preference shares to the investor. The rates mentioned in above cases are the minimum rates payable by the Company and are independent of each other. Delay in Dispatch of Allotment Letters or Refund Orders: Issuer agrees that allotment of non-convertible redeemable preference shares offered to the public shall be made not later than fifteen days of the closure. 1 [Issuer agrees that credit to demat accounts of the allottees shall be made within two working days from the date of the allotment.] The issuer further agrees that, in such cases, it shall pay interest at the rate of fifteen per cent. per annum, if the allotment letters or refund orders have not been dispatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within fifteen days from the date of the closure of the issue. 2 [IV. Disclosures pertaining to wilful default (1) In case of listing of non-convertible redeemable preference shares made on private placement, the following disclosures shall be made: (a) Name of the bank declaring the entity as a wilful defaulter; (b) The year in which the entity is declared as a wilful defaulter; (c) Outstanding amount when the entity is declared as a wilful defaulter; (d) Name of the entity declared as a wilful defaulter; (e) Steps taken, if any, for removal the from the list of wilful defaulter; (f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions; (g) Any other disclosure as specified by the Board. (2) The fact that the issuer or any of its promoters or directors is a wilful defaulter shall be disclosed prominently on the cover page with suitable cross-referencing to the pages. (3) Disclosures specified herein shall be made as a separate chapter or section distinctly identifiable in the Index / Table of Contents.] ******* 1 Inserted by the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 1-12-2015 2 Inserted by the SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) (Amendment) Regulations, 2016 w.e.f. 25-05-16.