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SCHEDULE II - DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

Extract

..... ne standard financial unit shall be used. 2 DISCLOSURES 2.1 The disclosures stipulated here are applicable for private placement 2.2 The front page of the placement memorandum shall contain the following information: a. Name of the issuer, its logo (if any), corporate identity number, Permanent account number, date and place of incorporation, latest registration / identification number issued by any regulatory authority which regulates such issuer (viz. Reserve Bank of India, IRDAI etc), if applicable, address of its registered and corporate offices, telephone number, compliance officer (name and contact details), website address and e-mail address. b. Name, telephone number, email address of compliance officer, company secretary, Chief Financial Officer and Promoters c. Name, addresses, logo, telephone numbers, email addresses and contact person of the debenture trustee and credit rating agency for the issue, d. Date of the placement memorandum, type of placement memorandum. e. The nature, number, price and amount of securities offered and issue size (base issue or green shoe), as may be applicable; f. The aggregate amount proposed to be raised through all the stages of offers of .....

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SCHEDULE II - DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

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..... financial activities, photograph, Permanent Accountant Number. A declaration confirming that the Permanent Account Number, Aadhaar Number, Driving License Number, Bank Account Number(s) and Passport Number of the promoters and Permanent Account Number of directors have been submitted to the stock exchanges on which the non-convertible securities are proposed to be listed, at the time of filing the draft offer document. 2.3.3 Details of credit rating along with reference to the rating letter issued (not older than one month on the date of the opening the issue) by the rating agencies in relation to the issue shall be disclosed. The detailed press release of the Credit Rating Agencies along with rating rationale(s) adopted (not older than one year on the date of opening of the issue) shall also be disclosed. 2.3.4 Name(s) of the stock exchange(s) where the non-convertible securities are proposed to be listed and the details of their in-principle approval for listing obtained from these stock exchange(s). If non-convertible securities are proposed to be listed on more than one stock exchange(s) then the issuer shall specify the designated stock exchange for the issue. The issuer shall .....

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SCHEDULE II - DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

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..... listed REITs / unlisted InvITs desirous of issuing debt securities on private placement basis and who are in existence for less than three years may disclose financial statements mentioned at (a) above for such period of existence, subject to the following conditions: i. The issue is made on the EBP platform irrespective of the issue size; and ii. The issue is open for subscription only to Qualified Institutional Buyers. d. The above financial statements shall be accompanied with the Auditor’s Report along with the requisite schedules, footnotes, summary etc. e. Key Operational and Financial Parameters on consolidated and standalone basis: iii. For Non-Financial Sector Entities: Balance Sheet Net Fixed assets Current assets Non-current assets Total assets Non-Current Liabilities (including maturities of long-term borrowings and short- term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Deferred tax liabilities (net) Other non-current liabilities Current Liabilities (including maturities of long-term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Current tax liabilities (net) Other .....

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SCHEDULE II - DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

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..... NPA (%) Net NPA (%) Tier I Capital Adequacy Ratio (%) Tier II Capital Adequacy Ratio (%) f. Debt: Equity Ratio of the Issuer:- Before the issue After the issue 2.3.9 Details of any other contingent liabilities of the issuer based on the last audited financial statements including amount and nature of liability. 2.3.10 A brief history of the Issuer since its incorporation giving details of its following activities:- a. Details of Share Capital as at last quarter end:- Share Capital Amount Authorized Share Capital Issued, Subscribed and Paid-up Share Capital b. Changes in its capital structure as at last quarter end, for the last three years:- Date of Change ( AGM/EGM) Particulars c. Equity Share Capital History of the Company, for the last three years:- Date of Allotment No. of Equity Shares Face Value Issue Price Consideration (Cash, Other than cash, etc) Nature of Allotment Cumulative Remarks No. of Equity Shares Equity Share Capital Equity Share Premium d. Details of any Acquisition of or Amalgamation with any entity in the last 1 year. e. Details of any Reorganization or Reconstruction in the last 1 year:- Type of Event Date of Announcement Date of Completion Details f. Details .....

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SCHEDULE II - DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

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..... sed whether such borrowing/ debt securities have been taken/ issued: (vii) in whole or part, (viii) at a premium or discount, or (ix) in pursuance of an option or not 2.3.15 Where the issuer is a Non-Banking Finance Company or Housing Finance Company the following disclosures on Asset Liability Management (ALM) shall be provided for the latest audited financials: S. No. Particulars of disclosure Details 1. Details with regard to lending done out of the issue proceeds of earlier issuances of debt securities (whether public issue or private placement) by NBFC Lending Policy Classification of Loans given to associate or entities related to Board, Senior management, promoters, etc Classification of loans into several maturity profile denomination, Aggregated exposure to top 20 borrowers Details of loans, overdue and classified as Non performing assets (NPA) 3. Details of borrowings made by NBFC Portfolio Summary of borrowings made by NBFC Quantum and percentage of Secured vs. Unsecured borrowings 4. Details of change in shareholding Any change in promoters holding in NBFC during last financial year beyond the threshold prescribed by Reserve Bank of India 5. Disclosure of Assets under m .....

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SCHEDULE II - DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

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..... sures pertaining to wilful defaulter a. The following disclosures shall be made if the issuer or its promoter or director is declared wilful defaulter: i. Name of the bank declaring as a wilful defaulter; ii. The year in which it was declared as a wilful defaulter; iii. Outstanding amount when declared as a wilful defaulter; iv. Name of the entity declared as a wilful defaulter; v. Steps taken, if any, for the removal from the list of wilful defaulters; vi. Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions; vii. Any other disclosure as specified by the Board. b. 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. 2.3.24 UNDERTAKING BY THE ISSUER i) “Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by the any regulatory authority in India, including the .....

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SCHEDULE II - DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

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..... hall attest that - a) the issuer is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992, Companies Act and the rules and regulations made thereunder; b) the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of non-convertible securities, is guaranteed by the Central Government; c) the monies received under the offer shall be used only for the purposes and objects indicated in the Offer document; d) whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association e) The following clause on ‘General Risk' shall be incorporated in a box format: “Investment in non-convertible securities involve a degree of risk and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an inform .....

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SCHEDULE II - DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

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..... 70% XXX 2015. Issuer Type of Instrument Nature of Instrument ( Secured or Unsecured) Seniority (Senior or Subordinated) Eligible Investors Listing (name of stock Exchange(s) where it will be listed and timeline for listing) Rating of the Instrument Issue Size Minimum subscription Option to retain oversubscription ( Amount ) Objects of the Issue / Purpose for which there is requirement of funds in case the issuer is a NBFC and the objects of the issue entail loan to any entity who is a ‘group company’ then disclosures shall be made in the following format: Details of the utilization of the Proceeds Coupon / Dividend Rate Step Up/Step Down Coupon Rate Coupon/Dividend Payment Frequency Coupon / Dividend payment dates (Cumulative / non cumulative, in case of dividend Coupon Type (Fixed, floating or other structure) Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc). Day Count Basis (Actual/Actual) Interest on Application Money Default Interest Rate Tenor Redemption Date Redemption Amount Redemption Premium /Discount Issue Price Discount at which security is issued and the effective yield as a result of such discount. Put Date Put .....

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SCHEDULE II - DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

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