Schedule - I - Disclosures in the offer document and placement memorandum - Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations, 2015

1 [ SCHEDULE I [ See regulations 6 and 27 ] DISCLOSURES IN THE OFFER DOCUMENT AND PLACEMENT MEMORANDUM All disclosures specified under this schedule shall be made in the draft offer document or the preliminary placement memorandum or offer document or placement memorandum, as applicable. 1. Instructions : (a) All information shall be relevant and updated. The source and basis of all statements and claims shall be disclosed. (b) All blank spaces in the draft offer document/ preliminary placement memorandum shall be filled up with appropriate data before registering the offer document /placement memorandum, as applicable, with the Registrar of Companies or filing the same with the recognised stock exchanges. (c) Plain English shall be used to enable easy understanding of the contents. Technical terms, if any, used in explaining the business of the issuer shall be clarified in simple terms. (d) Wherever it is mentioned that details are given elsewhere in the document, the same shall be adequately cross-referenced by indicating the paragraph heading and page number. (e) There shall be no forward-looking statements that cannot be substantiated. (f) Consistency shall be ensured in the style of disclosures. If the first person is used, the same may be used throughout. All sentences that contain a combination of first and third persons may be avoided. (g) For presentation currency, only one standard financial unit shall be used. 2. Applicability: An issuer making a public issue or private placement of municipal debt securities that are intended to be listed shall make the disclosures as specified in this Schedule. 3. General information : (a) Name and address of the head office and other offices of the issuers (b) Registered and corporate office of the issuer, if applicable (c) Details of Mayor / Deputy Mayor including date of appointment, etc. (d) Details of Commissioner/ Deputy Commissioner including date of appointment, etc. (e) Details of the members of the Committee approving the project/ various Standing Committees relating to Taxation / Finance /Accounts/ Audit/ Infrastructure in the following format :- Name and Designation Date of Appointment or Resignation Member of the Committee since (in case of resignation) Remarks (f) Name, designation, address and DIN of each member of the board of directors of the issuer if the issuer is a company. (g) Name, address, telephone number and email address of the compliance officer of the issuer (h) Complete Details of the Official In-charge of dealing with investor Grievances related to the Municipal Bonds, his/her address, phone number, email ID, etc. (i) Chief Accounts and Finance Officer or equivalent of the Issuer (j) Arrangers, if any, of the instrument (k) Debenture trustee of the issue (l) Registrar to an issue (m) Credit Rating Agency (-ies) of the issue and (n) Auditors of the Issuer (o) Names, addresses, telephone numbers, contact person, website addresses and e-mail addresses of the lead manager(s), registrars to the issue, bankers to the issue, brokers to the issue and syndicate member(s); alongwith URL of SEBI website listing out the details of self-certified syndicate banks, registrar to the issue and depository participants, etc., if applicable. (p) Names, addresses, telephone numbers and e-mail addresses of the Company Secretary, legal advisor, underwriters and bankers to the issuer. (q) Names of the debenture trustee(s) shall be mentioned with a statement to the effect that the debenture trustee(s) has given his consent to the Issuer for his appointment. This also needs to be mentioned in all subsequent communications sent to the holders of debt securities. (r) Investor grievances redressal mechanisms 4. About the issuer and Capital structure of the issuer: (a) The constitution document (b) Details of the capital structure of the issuer, if applicable. (c) Details of the management structure of the issuer. (d) Shareholding pattern of the issuer along with top 10 shareholders of the issuer, if applicable. (e) Resolution authorizing the borrowing and list of authorized signatories. (f) Details of necessary Resolution(s) for the allotment of municipal debt securities (g) Memorandum and Articles of Association in case the issuer is a body corporate incorporated under Companies Act, 2013, if applicable (h) Details of any Reorganization or Reconstruction of management in the last 1 year of the issuer. (i) Details of all the project undertaken or proposed in terms of cost and means of financing (j) Capital structure relating to projects for which funds are proposed to be mobilized (k) Capital grant for the proposed project and the amount received in this regard (l) Details of State Finance Commission Grant on annual basis 5. Objects of the issue: (a) The proceeds of the proposed issue shall be clearly earmarked for a defined project or a set of projects along with the location of the project and plant and machinery, technology, process, etc.; (b) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernization, or expansion, etc., the total project cost activity-wise or project wise, as the case may be. (c) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phase, if any, which has already been implemented, shall be separately given. (d) An investment plan for the project components as well as phases thereof as well as financing thereof as approved by the local authority or the agency as the case may be (e) Schedule of implementation of the project (f) Benchmarks for commencement and completion of the project including milestone dates for all components of the project (g) Details and status of the regulatory approval (if required) (h) Expenses of the Issue: Expenses of the issue along with a break up for each item of expense, including details of the fees payable to/for separately as under (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size): (a) Lead manager(s) fees including underwriting commission (b) Brokerage, selling commission and upload fees (c) Registrars to the issue (d) Legal Advisors (e) Advertising and marketing expenses (f) Regulators including stock exchanges (g) Printing and distribution of issue stationary (h) Others, if any (to be specified). 6. Tax Benefits: Any special tax benefits (under direct and indirect tax laws) for the issuer and its investors 7. Issue specific Information: (a) Issue/instrument specific regulations - relevant details (Relevant Act, RBI guidelines, etc.). (b) The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed. Names of all the credit rating agencies from which credit rating including unaccepted rating has been obtained. (c) Credit Enhancement Mechanisms if any, with complete details, if any. (d) Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange. (e) Additional interest to be paid, above the Coupon Rate, in case of default in payment of Interest and/or principal redemption on the due dates (f) Penal interest payable by the issuer in case of delay in listing of debt securities from the deemed date of allotment (g) Debenture Redemption Reserve and such other reserve creation - relevant regulations as applicable. (h) Application process (i) Procedure for deciding and adjusting payment dates (in response to days when payment cannot be made due to any reason such as sudden bank holiday. (j) Terms of payments and procedure and time schedule for allotment and issue certificates/demat credit (k) How to apply, availability of application forms and letter of offer and mode of payment. (l) Change in terms and conditions of municipal debt securities issued in past 5 years (i.e. change in coupon, maturity, call/put option etc.) (m) Procedure and time schedule for allotment and issue of municipal debt securities. (n) Details of escrow payment mechanism for the repayment of the interest/principal. 8. Financial Information: I. Following details as per the financial statements for past 3 years in tabular format: (a) Abridged Balance Sheet, Income and Expenditure and Receipts and Payments Accounts for the last three financial years with major heads (b) Link to the web page where the entire financials of the Municipal Body can be accessed should be given. (c) Copy of budget documents for the previous three years containing actual financial performance and/or revised estimates along with the details of related party transactions (d) Financial Parameters: Key Financial Figures FY FY FY Revenue income Revenue expenditure (Excl. Interest) Operating revenue Surplus Interest expense Principal repayment (outside sinking Fund) Contribution to Sinking fund Revenue surplus Capital income Capital expense Capital surplus Overall surplus Deposits and Advances (net) Initial Cash / Bank balance Change in Cash / Bank balance Final Cash / Bank balance Loan repayment from sinking fund Initial Sinking fund balance Change in sinking fund Final sinking fund balance Total debt Ratio of Total Expenditure /Total Revenue Cash surplus / total revenue Ratio of Debt Service / Total Revenue II. Details of top five revenue sources for the previous three years Revenue Receipt type Actual Actual Actual FY FY FY XYZ 1 XYZ 2 XYZ 3 XYZ 4 XYZ 5 III. Details of property tax collection Particulars Demand Raised Collections Overall Collection ratio Current Collection ratio Arrears Current Total Current Arrear Total FY FY FY IV. Status of reforms with respect to e-governance, cost recovery on water supply, Solid Waste Management (SWM), property tax, double entry accounting and others, as specified by Central Government and authorities concerned V. Borrowings (a) Details of borrowings of the Issuer, as on the latest quarter end:- (b) Details of Secured Loan Facilities:- Lender s Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date / Schedule Security (c) Details of Unsecured Loan Facilities:- Lender s Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date / Schedule (d) Details of NCDs/Bonds: - Debenture/ Bond Series Tenor/ Period of Maturity Coupon Amount Date of Allotment Redemption Date/ Schedule Credit Rating Secured/ Unsecured Security (e) List of the Top ten Debenture Holders (as on ) Sr. No. Name of Debenture Holders Amount Note: Top ten holders (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided. (f) 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 Amount Outstanding (g) Details of Rest of Borrowings (h) Details of any outstanding borrowings and debt securities issued for consideration other than cash, whether in whole or part, at a premium or discount, or in pursuance of an option; VI. Sufficient revenue generation and resources for timely servicing and redemption VII. Estimated Scenarios of Asset Liability Mis-matches, efforts intended to resolve the same. 9. Legal and Other Information: (a) Pending litigations and material developments: Pending Litigations involving the issuer/ its directors/ promoters/ subsidiaries: (i) All criminal proceedings; (ii) All actions by regulatory and statutory authorities; (iii) Disciplinary action including penalty imposed by SEBI or stock exchanges against the promoters during the previous five financial years including outstanding action; (iv) Claims related to direct and indirect taxes, in a consolidated manner, giving the number of cases and total amount; (v) Other pending litigation - As per the policy of materiality defined by the Board of Directors of the Issuer and disclosed in the offer document/placement memorandum. (b) Outstanding dues to creditors: (i) Based on the policy on materiality defined by the Board of Directors of the Issuer, details of creditors which include the consolidated number of creditors and the aggregate amount involved (ii) Consolidated information on outstanding dues to micro, small and medium enterprises, separately giving details of number of cases and amount involved; (iii) Complete details about outstanding dues to material creditors along with the name and amount involved for each such material creditor shall be disclosed, on the website of the company with a web link thereto. (c) If any of the above mentioned litigation, material developments or dues to creditors etc., arise after the filing the draft offer document/ preliminary placement memorandum, the facts shall be appropriately incorporated in the offer document/placement memorandum. In case there are no such cases, a distinct negative statement is required to be made in this regard in the offer document/ placement memorandum. (d) Material developments since the date of the last balance sheet shall be incorporated separately in the offer document or placement memorandum. (e) Statement containing particulars of dates of, and parties to all material contracts and agreements: Provided that a recognized stock exchange may call for such further particulars or documents as it deems appropriate (f) Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer, resulting in material liabilities, restructuring event etc) at the time of the issue which may affect the issue or the investor s decision to invest/ continue to invest in the municipal debt securities. (g) Details of non-payment of statutory dues, if any. (h) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial instrument issued by the Issuer, in the past 3 years. 10. Government approvals: (a) Investment approvals, letter of intent or industrial license from GoI, RBI, etc., as applicable and declaration of the Central Government, Reserve Bank of India or any regulatory authority about the non-responsibility for financial soundness or correctness of the statements; (b) All Government and other approvals which are material and necessary for carrying on the business and operations of the issuer and material subsidiaries. 11. Undertaking by the issuer: The following undertaking by the issuer shall be given: (a) that it shall submit the documents disclosed in the offer document or placement memorandum to the Debenture Trustee in electronic form (soft copy) (b) that the complaints received in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily; (c) that all steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within the period specified by the Board; (d) Declaration signed by the Mayor and Commissioner of the concerned Municipal Body stating that the offer document/placement memorandum contains true, fair and adequate information to enable investors to make a well informed decision regarding their investment in the proposed issue. (e) Declaration signed by the Director(s) of the Issuer, if it is a body corporate to which the Companies Act, 2013 applies, stating that offer document/placement memorandum contains true, fair and adequate information to enable investors to make a well informed decision making regarding their investment in the proposed issue. (f) a statement to be given by the Board of the Issuer or Standing Committee thereof that all monies received out of the issue shall be transferred to a separate bank account. (g) the details of all utilized and unutilised monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilized indicating the purpose for which such monies have been utilized and the securities or other forms of financial assets in which such unutilized monies have been invested 12. Documents to be submitted (a) Copy of the resolution authorizing the borrowing and list of authorized signatories. (b) Copy of the Trust deed. (c) Documents that have been executed or shall be executed in relation to the issue 13. Risk factors: (a) Risk factors shall be printed in a clear readable font (of minimum point ten size). (b) Risk factors shall be classified as those which are specific to the project and internal to the issuer and those which are external and beyond the control of the issuer. (c) Risk factors shall be determined on the basis of their materiality. In doing so, the following shall be considered: i. Some risks may not be material individually but may be material when considered collectively. ii. Some risks may have an impact which is qualitative though not quantitative. iii. Some risks may not be material at present but may have a material impact in the future. (d) Each risk factor shall appear in the following manner: i. The risk as envisaged by the issuer. ii. Proposals, if any, to address the risk. (e) Comprehensive Disclosure regarding the Risk Factors, including project risks, operational risks, credit risks, liquidity risks, etc. (f) Management perception of risk factors specific to the project. 14. Such other details necessary for the investors to make a well informed decision making regarding their investment in the proposed issue . ] ************ NOTES:- 1. Substituted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/40 dated 27-09-2019 before it was read as, SCHEDULE I [See Regulation 6(2)] Disclosures 1. Where the issuer is a Corporate Municipal Entity, it shall make disclosures in accordance with Schedule I to SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and shall also make below mentioned disclosures, whichever is relevant, pertaining the municipalities proposed to be financed by the issue; 2. Where the issuer is a municipality, it shall make below mentioned disclosures: A. General Information 1. The relevant Act under which the issuer of such securities is incorporated and governed 2. Copy of the Committee Resolution/Municipal Corporation authorizing the borrowing and list of authorized signatories. 3. Copy of the necessary Resolution(s) for the allotment of debt securities 4. Copy of budget documents for last 3 years containing actual financial performance and/or revised estimates along with the details of related party transactions 5. An undertaking from the issuer stating that the necessary documents for the creation of the charge, where applicable, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc and the same would be uploaded on the website of the recognised Stock exchange where the debt securities have been listed, within five working days of execution of the same. 6. Any other particulars or documents that the recognised stock exchange, where the debt security have been listed, may call for as it deems fit. 7. An undertaking that permission / consent from the prior creditor for a second or paripassu charge being created, where applicable, in favor of the trustees to the proposed issue has been obtained. 8. Name and contact details of the monitoring agency. 9. Details of the separate escrow account opened for servicing of debt securities with earmarked revenue, wherever applicable. Issuer shall submit the following disclosures to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities: 1. The relevant Act under which the issuer of such securities is incorporated and governed. 2. Copy of the Resolution authorizing the borrowing and list of authorized signatories. 3. Copy of the necessary Resolution(s) for the allotment of debt securities 4. Copy of budget documents for last 3 years containing actual financial performance and/ or revised estimates. B. An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details relating to the financials of the issuer to the Trustee within the timelines prescribed by SEBI for furnishing /publishing its half yearly/ annual result. Further, the Issuer shall, forthwith, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause to debenture-holders within two working days of their specific request. The following disclosures shall be made in the offer document where relevant: I. Name and address of the following:- a. Head office/quarters of the Issuer b. Compliance officer of the Issuer c. Complete Details of the Official In-charge of dealing with investor Grievances related to the Municipal Bonds, his/her address, phone number, email ID, etc. d. Chief Accounts and Finance Officer or equivalent of the Issuer e. Arrangers, if any, of the instrument f. Trustee of the issue g. Registrar to an issue h. Credit Rating Agency (-ies) of the issue and i. Auditors of the Issuer j. The relevant Act under which the issuer is incorporated and governed II. Comprehensive Disclosure regarding the Risk Factors, including project risks, operational risks, credit risks, liquidity risks, etc. C. Organization details: 1. Details of Mayor / Deputy Mayor including date of appointment, etc. 2. Details of Commissioner/ Deputy Commissioner including date of appointment, etc 3. Details of any Reorganization or Reconstruction in the last 1 year:- Type of Event Date of Announcement Date of Completion Details 4. Details of the members of the Committee approving the project/ various Standing Committees relating to Taxation / Finance /Accounts/ Audit/ Infrastructure Name and Designation Date of Appointment/ Resignation Member of the Committee since (in case of resignation) Remarks 5. Details of the Auditors Name Address Auditor since 6. Details of trustee Name Address Contact person D. A brief summary of the business/ activities of the Issuer and its project for which funds are to be raised containing atleast following information 1. Overview of the issuer 2. Management Structure of the issuer and the relevant department issuing the bond 3. Details of all the project undertaken or proposed in terms of cost and means of financing 4. Complete details of the project/s for which finance is raised i. An investment plan for the project components indicating phasing as well as financing approved by the local authority or the agency as the case may be ii. Schedule of implementation of the project iii. Capital structure relating to projects for which funds are proposed to be mobilized iv. Capital grant for the proposed project and the amount received in this regard v. Details of State Finance Commission Grant on annual basis vi. Benchmarks for commencement and completion of the project including milestone dates for all components of the project vii. Details and status of the regulatory approval (if required) viii. Financial viability of the project showing the stage wise cost and revenue flows for the project. ix. Revenue generation/resources and sufficiency for timely servicing and redemption x. Details of the independent trustee of the escrow account xi. Latest Audit report of the escrow and project account by a firm of chartered accountants appointed by the concerned State Urban Development Departments from a panel CA s approved by the C AG. 5. Performance with respect to key financial and operational parameters for the last 3 years I. Abridged Balance Sheet, Income and Expenditure and Receipts and Payments Accounts for the last three years with major heads; II. Link to the web page where the entire financials of the Municipal Body can be accessed should be given. III. Financial Parameters: Key Financial Figures FY FY FY Revenue Income Revenue expenditure (Excl. Interest) Operating revenue Surplus Interest expense Principal repayment (outside sinking Fund) Contribution to Sinking fund Revenue Surplus Capital Income Capital Expense Capital Surplus Overall Surplus Deposits and Advances (net) Initial Cash / Bank balance Change in Cash / Bank balance Final Cash / Bank balance Loan repayment from sinking fund Initial Sinking fund balance Change in sinking fund Final sinking fund balance Total Debt Ratio of Total Expenditure /Total Revenue Cash Surplus / Total Revenue Ratio of Debt Service / Total Revenue IV. Operational Parameters: Details of top 5 revenue sources for last 3 years Revenue Receipt type Actual Actual Actual FY FY FY XYZ 1 XYZ 2 XYZ 3 XYZ 4 XYZ 5 V. Details of property tax collection Particulars Demand Raised Collections Overall Collection ratio Current Collection ratio Arrears Current Total Current Arrear Total FY FY FY VI. Status of reforms with respect to e-governance, cost recovery on water supply Solid Waste Management (SWM), property tax, double entry accounting and others, as specified by MoUD and authorities concerned E. Details of Issuer s outstanding borrowing I. Details of borrowings of the Issuer, as on the latest quarter end:- II. Details of Secured Loan Facilities:- Lender s Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date /Schedule Security III. Details of Unsecured Loan Facilities:- Lender s Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date /Schedule IV. Details of NCDs/Bonds: - Debenture/Bond Series Tenor / Period of Maturity Coupon Amount Date of Allotment Redemption Date/ Schedule Credit Rating Secured / Unsecured Security V. 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. VI. The amount of charge created along with name of the counterparty (like name of the project etc.) VII. 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 Amount Outstanding VIII. Details of Rest of Borrowings IX. Estimated Scenarios of Asset Liability Mis-matches, efforts intended to resolve the same X. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial instrument issued by the Issuer, in the past 3 years . XI. Details of change in terms and conditions of debt securities issued in past 5 years ( i.e. change in coupon, maturity, call/put option etc.) XII. An undertaking should be disclosed in the offer document that the issue has obtained Lenders consent for creating charge on assets (if the issue is of secured Bonds) XIII. Details of any outstanding borrowings taken/ debt securities issued for consideration other than cash, whether in whole or part, at a premium or discount, or in pursuance of an option; XIV. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer, resulting in material liabilities, restructuring event etc) at the time of the issue which may affect the issue or the investor s decision to invest/ continue to invest in the debt securities. XV. The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed. XVI. Credit Enhancement Mechanisms if any, with complete details, if any. XVII. The security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. XVIII. In case there is an escrow mechanism for the repayment of the interest/principal, details of the same should be given. XIX. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment. This also needs to be mentioned in all subsequent communications sent to the holders of debt securities. XX. Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange. XXI. Penal interest payable by the Municipal Corporation in case of delay in execution of Trust Deed and Charge documents XXII. Additional interest to be paid, above the Coupon Rate, in case of default in payment of Interest and/or principal redemption on the due dates XXIII. Penal interest payable by the Municipal Corporation in case of delay in listing of debt securities from the deemed date of allotment XXIV. Other details XXV. DRR/such other reserve creation - relevant regulations and applicability. XXVI. Issue/instrument specific regulations - relevant details (Relevant Act, RBI guidelines, etc). XXVII. Application process XXVIII. Procedure for deciding and adjusting payment dates (in response to days when payment can t be made due to any reason like sudden bank holiday. XXIX. List of documents which have been executed/ will be executed in relation to the issue XXX. Investor grievances mechanisms XXXI. Such other details necessary for the investors to make a well informed decision making regarding their investment in the proposed issue XXXII. Declaration signed by the Mayor and Commissioner of the concerned Municipal Body stating that offer document contains true, fair and adequate information to enable investors to make a well informed decision making regarding their investment in the proposed issue. XXXIII. Declaration signed by the Director(s) of the Corporate Municipal Entity stating that offer document contains true, fair and adequate information to enable investors to make a well informed decision making regarding their investment in the proposed issue. F. Issue details Summary term sheet shall be provided which shall include at least following information (where relevant) pertaining to the Secured / Unsecured Non Convertible debt securities (or a series thereof):- Security Name Name of the bond which includes (Issuer Name, Coupon and maturity year) e.g. 8.70% XXX 2015. Issuer Type of Instrument Secured or Unsecured Seniority Senior or Subordinated. Mode of Issue Private placement/Public issue 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 The proceeds of the proposed issue shall be clearly earmarked for a defined project or a set of projects; The project(s) shall be financially viable project(s), i.e., should be able to generate a stream of revenue which should be sufficient to finance Operational Maintenance cost Details of the utilization of the Proceeds Coupon Rate Taxable/Tax free Step Up/Step Down Coupon Rate Coupon Payment Frequency Coupon payment dates Dates on which coupon will be paid Coupon Type Fixed, floating or other coupon structure Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc). Day Count Basis Actual/ Actual Interest on Application Money Tenor __ Months from the Deemed from the date of Allotment Redemption Date Dates on which Principal will be paid Redemption Amount Redemption Premium /Discount Issue Price The price at which bond is issued Discount at which security 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 _Debt Securities 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 Rs. 10 lakh per instrument for Demat only (for private placement) Trading mode of the Instrument Demat only (for private placement) Settlement mode of the Instrument Depository Business Day Convention Record Date 15 days prior to each Coupon Payment date / Redemption date. Security (where applicable) (Including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security). Transaction Documents Conditions Precedent to Disbursement Condition Subsequent to Disbursement Events of Default Provisions related to Cross Default Clause Role and Responsibilities of Debenture Trustee Governing Law and Jurisdiction Notes: Any change in Coupon Rate, along with events which lead to the change if there is any change in Coupon Rate pursuant to any event including elapse of certain time period or downgrade in rating, then such new Coupon Rate and events which lead to such change should be disclosed.