Schedule I - Disclosures for public issue of Debt Securities and Non Convertible Redeemable Preference Shares - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

3 [ SCHEDULE I DISCLOSURES FOR ISSUE OF SECURITIES [See Regulation 25(4), Regulation 28(2), Regulation 28(5), Regulation 41(3), Regulation 45(1) and Regulation 50(3)] An issuer seeking to list its non-convertible securities on a recognized stock exchange issued by way of a public issue or private placement, shall make the disclosures specified in this schedule. 1. Instructions: 1.1. All information shall be relevant and updated as on the date of the offer document. The source and basis of all statements and claims shall be disclosed. Terms such as market leader , leading player , etc. shall be used only if these can be substantiated by citing a reliable source. 1.2. Simple 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. 1.3. There shall be no forward-looking statements that cannot be substantiated. 1.4. Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided. 1.5. For currency of presentation, only one standard financial unit shall be used. 2. Interpretation: 2.1. In the case of public issuance of non-convertible securities, all references to non-convertible securities in this Schedule shall refer to debt securities and nonconvertible redeemable preference shares. 2.2. In the case of public issuance of non-convertible securities, all references to issue document shall mean the offer document. 2.3. In the case of a private placement of non-convertible securities, all references to issue document shall mean the placement memorandum or the general information document, as the case may be. 3. Disclosures 3.1. The disclosures stipulated herein are applicable to public issuance and private placement of non-convertible securities, unless specified otherwise. 3.2. The front page of the issue document 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 (i.e., Reserve Bank of India, Insurance Regulatory Development Authority of India etc.), if applicable, address of its registered and corporate offices, telephone number, 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 (wherever applicable): Debenture Trustee, Lead Manager(s), ( applicable in case of public issue ) Statutory Auditors, Credit Rating Agencies, and Such other persons as may be specified. (d) A disclosure that a copy of the issue document has been delivered for filing to the Registrar of Companies as required under sub-section (4) of Section 26 of Companies Act, 2013 (18 of 2013). (e) Date of the issue document and type of issue document. (f) The nature, number, price and amount of securities offered, and issue size (base issue or green shoe), as may be applicable. (g) The aggregate amount proposed to be raised through all the stages of offers of nonconvertible securities made through the shelf prospectus under section 31 of the Companies Act, 2013 (18 of 2013) (applicable in case of public issue). (h) The name, logo and address of the registrar to the issue, along with its telephone number, fax number, website address and e-mail address. (i) The issue schedule: (i) date of opening of the issue; (ii) date of closing of the issue; (iii) date of earliest closing of the issue, if any. (j) The credit rating (cross reference of press release to be provided) of the security along with all the ratings obtained by the issuer for that security. (k) The name(s) of the stock exchanges where the securities are proposed to be listed. (l) The details of eligible investors (applicable in case of private placement). (m) Coupon/dividend rate, coupon/dividend payment frequency, redemption date, redemption amount and details of debenture trustee. (n) Details about underwriting of the issue including the amount undertaken to be underwritten by the underwriters. (o) Inclusion of a compliance clause in relation to electronic book mechanism and details pertaining to the uploading the issue document on the Electronic Book Provider Platform (applicable in case of private placement). 3.3. Following disclosure shall be contained in the other pages of the issue document: 3.3.1. Issuer s Absolute Responsibility: The following clause on Issuer s Absolute Responsibility shall be incorporated in a box format: The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this issue document contains all information with regard to the issuer and the issue which is material in the context of the issue, that the information contained in the issue document is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading. 3.3.2. Details of Promoters of the Issuer: (a) A complete profile of all the promoters, including their name, date of birth, age, 5 [****] educational qualifications, experience in the business or employment, positions/posts held in the past, directorships held, other ventures of each promoter, special achievements, their business and financial activities, photograph 6 [****] . (b) A declaration confirming that the permanent account number, Aadhaar number, driving license number, bank account number(s) 7 [ , passport number and personal addresses ] 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 issue document. 3.3.3. Details of credit rating, along with the latest press release of the Credit Rating Agency in relation to the issue, and a declaration that the rating is valid as on the date of issuance and listing. Such press release shall not be older than one year from the date of opening of the issue. 3.3.4. Name(s) of the stock exchange(s) where the non-convertible securities are proposed to be listed and the details of in-principle approval for listing obtained from these stock exchange(s). 3.3.5. 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 specify the stock exchange where the recovery expense fund is being or has been created, as specified by the Board. 3.3.6. The following details regarding the issue to be captured in a table format under Issue Schedule , as set out below: Particulars Date Issue Opening Date Issue Closing Date Pay In Date Deemed Date of Allotment 3.3.7. Name, logo, addresses, website URL, email address, telephone number and contact person of: (a) Legal counsel, (if any) (b) Merchant banker and Co-managers to the issues, ( Not applicable for private placement. However, if appointed, to be disclosed ) (c) Legal advisor, (applicable in case of public issue) (d) Bankers to the issue, (applicable in case of public issue) (e) Sponsor bank, (applicable in case of public issue) (f) Guarantor, if any (g) Arrangers, if any. 3.3.8. About the Issuer The following details pertaining to the issuer: (a) Overview and a brief summary of the business activities of the issuer; (b) Structure of the group; (c) A brief summary of the business activities of the subsidiaries of the issuer; 8 [ (d) Details of branches or units where the issuer carries on its business activities, if any may be provided in the form of a static Quick Response (QR) code and web link. If the issuer provides the details of branches or units in the form of a static QR code and web link, the details of the said branches or units shall be provided to the debenture trustee as well and kept available for inspection as specified in clause (g) of paragraph 3.3.41 of this Schedule. A checklist item in the Security and Covenant Monitoring System shall also be included for providing information about branches or units of the issuer to the debenture trustee and confirmation of the same by the debenture trustee. ] 9 [ (e) Use of proceeds (in the order of priority for which the said proceeds will be utilized): (i) purpose of the placement; (ii) break-up of the cost of the project for which the money is being raised; (iii) means of financing for the project; (iv) proposed deployment status of the proceeds at each stage of the project. ] 3.3.9. 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 separately as under (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size), as applicable: (a) Lead manager(s) fees, (b) Underwriting commission, (c) Brokerage, selling commission and upload fees, (d) Fees payable to the registrars to the issue, (e) Fees payable to the legal Advisors, (f) Advertising and marketing expenses, (g) Fees payable to the regulators including stock exchanges, (h) Expenses incurred on printing and distribution of issue stationary, (i) Any other fees, commission or payments under whatever nomenclature. 3.3.10. Financial Information: (a) The audited financial statements (i.e. profit and loss statement, balance sheet and cash flow statement) both on a standalone and consolidated basis for a period of three completed years, which shall not be more than six months old from the date of the issue document or issue opening date, as applicable. Such financial statements shall be should be audited and certified by the statutory auditor(s) who holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India ( ICAI ). However, if the issuer, being a listed REIT/listed InvIT, has been in existence for a period of less than three completed years, and historical financial statements of such REIT/InvIT are not available for some portion or the entire portion of the reporting period of three years and the interim period, the combined financial statements shall be disclosed for the periods for which such historical financial statements are not available. 4 [ Provided that, issuers whose non-convertible securities are listed as on the date of filing of the offer document or placement memorandum, may provide only a web-link and a static quick response code of the audited financial statements in the offer document or placement memorandum subject to the following conditions: (i) Such listed issuers shall disclose a comparative key operational and financial parameter on a standalone and consolidated basis, certified by the statutory auditor(s) who holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, for the last three completed years in the offer document. (ii) The scanning of such static quick response code or clicking on the web-link, shall display the audited financial statements for last three financial years of such issuer on the website of the stock exchange where such data is hosted. ] (b) Listed issuers (whose debt securities or specified securities are listed on recognised stock exchange(s)) in compliance with the listing regulations, may disclose unaudited financial information for the interim period in the format as specified therein with limited review report in the issue document, as filed with the stock exchanges, instead of audited financial statements for the interim period, subject to making necessary disclosures in this regard in issue document including risk factors. (c) Issuers other than REITs/ 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 Electronic Book Platform of the stock exchange, irrespective of the issue size; and (ii) In case of issue of securities on a private placement basis, the issue is open for subscription only to qualified institutional buyers. (d) report along with the requisite schedules, footnotes, summary etc. (e) Key operational and financial parameters on consolidated and standalone basis 10 [ in respect of the financial information provided under clauses (a) to (c) above ] . For Non-Financial Sector Entities: Standalone basis: Balance Sheet Property, Plant and Equipment (including Capital Work in Progress and Investment Property) Intangible Assets (including Intangible Assets under Development) Financial Assets (Current and Non-Current) Other Non-Current assets Current assets Total Assets Financial Liabilities (Current and Non-Current) Borrowings (including interest) Other Financial Liabilities Non-Current Liabilities Current Liabilities Provisions Total Liabilities Equity (Equity Share Capital and Other Equity) Total Equity and Liabilities Profit and Loss Total revenue from operations Other Income Total Income Total Expenses Profit/ loss for the period Other Comprehensive income Total Comprehensive Income Earnings per equity share: (a) basic; and (b) diluted Cash Flow Net cash (used in)/ generated from operating activities (A) Net cash (used in)/ generated from investing activities (B) Net cash (used in)/ generated from financing activities (C) Net Increase/ (decrease) in Cash and Cash Equivalents Opening Balance of Cash and Cash Equivalents Cash and cash equivalents at end of the period Consolidated basis: Balance Sheet Property, Plant and Equipment (including Capital Work in Progress and Investment Property) Intangible Assets (including Intangible Assets under Development) Financial Assets (Current and Non-Current) Other Non-Current assets Current assets Total Assets Financial Liabilities (Current and Non-Current) - Borrowings (including interest) - Other Financial Liabilities Non-Current Liabilities Current Liabilities Provisions Total Liabilities Equity (Equity Share Capital and Other Equity) Total Equity and Liabilities Profit and Loss Total revenue from operations Other Income Total Income Total Expenses Profit / loss for the period Other Comprehensive income Total Comprehensive Income Earnings per equity share: (a) basic; and (b) diluted Cash Flow Net cash (used in)/ generated from operating activities (A) Net cash (used in) / generated from investing activities (B) Net cash (used in)/ generated from financing activities (C) Net Increase/ (decrease) in Cash and Cash Equivalents Opening Balance of Cash and Cash Equivalents Cash and cash equivalents at end of the period Additional information Net worth Cash and Cash Equivalents Current Investments Net Sales Earnings before interest, taxes, depreciation, and amortization Earnings before interest and taxes Dividend amounts Debt equity ratio Debt service coverage ratio Interest service coverage ratio Current ratio Long term debt to working capital Current liability ratio - current liabilities/ non-current liabilities Total debts to total assets For Financial Sector Entities: Standalone basis: For financial sector entities, unless otherwise specified by concerned sectoral regulator, key operational parameters shall be as per the format specified below: Particulars BALANCE SHEET Assets Property, Plant and Equipment Financial Assets Non-financial Assets excluding property , plant and equipment Total Assets Liabilities Financial Liabilities -Derivative financial instruments -Trade Payables -Debt Securities -Borrowings (other than Debt Securities) -Subordinated liabilities -Other financial liabilities Non-Financial Liabilities -Current tax liabilities (net) -Provisions -Deferred tax liabilities (net) -Other non-financial liabilities Equity (Equity Share Capital and Other Equity) Total Liabilities and Equity PROFIT AND LOSS Revenue from operations Other Income Total Income Total Expense Profit after tax for the year Other Comprehensive income Total Comprehensive Income Earnings per equity share (Basic) Earnings per equity share (Diluted) Cash Flow Net cash from / used in(-) operating activities Net cash from / used in(-) investing activities Net cash from / used in (-)financing activities Net increase/decrease(-) in cash and cash equivalents Cash and cash equivalents as per Cash Flow Statement as at end of Half Year Additional Information Net worth Cash and cash equivalents Loans Loans (Principal Amount) Total Debts to Total Assets Interest Income Interest Expense Impairment on Financial Instruments Bad Debts to Loans % Stage 3 Loans on Loans(Principal Amount) % Net Stage 3 Loans on Loans (Principal Amount) Tier I Capital Adequacy Ratio (%) Tier II Capital Adequacy Ratio (%) Consolidated basis: Particulars BALANCE SHEET Assets Property, Plant and Equipment Financial Assets Non-financial Assets excluding Property , Plant and Equipment Total Assets Liabilities Financial Liabilities -Derivative financial instruments -Trade Payables -Other Payables -Debt Securities -Borrowings (other than Debt Securities) -Deposits -Subordinated liabilities -Lease liabilities -Other financial liabilities Non-Financial Liabilities -Current tax liabilities (net) -Provisions -Deferred tax liabilities (net) -Other non-financial liabilities Equity (Equity Share Capital and Other Equity) Non-controlling interest Total Liabilities and Equity PROFIT AND LOSS Revenue from operations Other Income Total Income Total Expenses Profit after tax for the year Other Comprehensive Income Total Comprehensive Income Earnings per equity share (Basic) Earnings per equity share (Diluted) Cash Flow Net cash from / used in(-) operating activities Net cash from / used in(-) investing activities Net cash from / used in (-)financing activities Net increase/decrease(-) in cash and cash equivalents Cash and cash equivalents as per Cash Flow Statement as at end of Half Year Additional Information Net worth Cash and cash equivalents Loans Total Debts to Total Assets Interest Income Interest Expense Impairment on Financial Instruments Bad Debts to Loans (f) Details of any other contingent liabilities of the issuer, based on the latest audited financial statements including amount and nature of liability. (g) The amount of corporate guarantee or letter of comfort issued by the issuer along with details of the counterparty (viz. name and nature of the counterparty, whether a subsidiary, joint venture entity, group company etc.) on behalf of whom it has been issued. 3.3.11. 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 preceding three financial years and current financial year: Date of Change (Annual General Meeting/ Extraordinary General Meeting) Particulars (c) Details of the equity share capital for the preceding three financial years and current financial year: Date of Allotment Number of Equity Shares Face Value Issue Price Consideration (Cash, other than cash, etc.) Nature of Allotment Cumulative Remarks Number of Equity Shares Equity Share Capital Equity Share Premium (d) Details of any acquisition of or amalgamation with any entity in the preceding one year. (e) Details of any reorganization or reconstruction in the preceding one year: Type of Event Date of Announcement Date of Completion Details (f) Details of the shareholding of the company as at the latest quarter end, as per the format specified under the listing regulations. (g) List of top ten holders of equity shares of the company as at the latest quarter end: S. No. Name of the Shareholders Total number of Equity Shares Number of shares in demat form Total shareholding as % of total number of equity shares 3.3.12. Following details regarding the directors of the company (a) Details of the current directors of the company: Name, Designation and DIN Age Address Date of appointment Details of other directorship (b) Details of change in directors in the preceding three financial years and current financial year: Name, Designation and DIN Date of Appointment Date of Cessation, if applicable Date of resignation, if applicable Remarks (c) Details of directors remuneration, and such particulars of the nature and extent of their interests in the issuer (during the current year and preceding three financial years): (i) Remuneration payable or paid to a director by the issuer, its subsidiary or associate company; shareholding of the director in the company, its subsidiaries and associate companies on a fully diluted basis; (ii) Appointment of any relatives to an office or place of profit of the issuer, its subsidiary or associate company; (iii) Full particulars of the nature and extent of interest, if any, of every director: A. in the promotion of the issuer company; or B. in any immoveable property acquired by the issuer company in the two years preceding the date of the issue document or any immoveable property proposed to be acquired by it; or C. where the interest of such a director consists in being a member of a firm or company, the nature and extent of his interest in the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become, or to help him qualify as a director, or otherwise for services rendered by him or by the firm or company, in connection with the promotion or formation of the issuer company shall be disclosed. (d) Contribution being made by the directors as part of the offer or separately in furtherance of such objects. 3.3.13. Any financial or other material interest of the directors, promoters, key managerial personnel or senior management in the offer and the effect of such interest in so far as it is different from the interests of other persons. 3.3.14. Following details regarding the auditors of the issuer: (a) Details of the auditor of the Issuer: Name of the Auditor Address Date of Appointment (b) Details of change in auditor for preceding three financial years and current financial year: Name of the Auditor Address Date of Appointment Date of cessation, if applicable Date of Resignation, if applicable 3.3.15. Details of the following liabilities of the issuer, as at the end of the preceding quarter, or if available, a later date: (a) Details of outstanding secured loan facilities: Name of lender Type of Facility Amount Sanctioned Principal Amount outstanding Repayment Date/Schedule Security Credit Rating, if applicable Asset Classification (b) Details of outstanding unsecured loan facilities: Name of lender Type of Facility Amount Sanctioned Principal Amount outstanding Repayment Date / Schedule Credit Rating, if applicable (c) Details of outstanding non-convertible securities in the following format: Series of NCS ISIN Tenor/ Period of Maturity Coupon Amount outstanding Date of Allotment Redemption Date/ Schedule Cred it Rating Secured/ unsecured Security (d) Details of commercial paper issuances as at the end of the last quarter in the following format: Series of NCS ISIN Tenor/ Period of Maturity Coup on Amount outstanding Date of Allotment Redemption Date/ Schedule Credit Rating Secured/ unsecured Security Other details viz. details of Issuing and Paying Agent, details of Credit Rating Agencies (e) List of top ten holders of non-convertible securities in terms of value (on a cumulative basis): S. No. Name of holders Category of holder Face value of holding Holding as a % of total outstanding nonconvertible securities of the issuer (f) List of top ten holders of Commercial Paper in terms of value (in cumulative basis): Sl. No. Name of holder Category of holder Face value of holding Holding as a % of total commercial paper outstanding of the issuer (g) Details of the bank fund based facilities/ rest of the borrowing (if any, including hybrid debt like Foreign Currency Convertible Bonds (FCCB), Optionally Convertible Debentures/ Preference Shares) from financial institutions or financial creditors: Name of Party (in case of facility)/ Name of Instrument Type of facility / Instrument Amount sanctioned/ issued Principal Amount outstanding Date of Repayment/ Schedule Credit Rating Secured/ Unsecured Security 3.3.16. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the counterparty (like name of the subsidiary, joint venture entity, group company, etc.) on behalf of whom it has been issued, contingent liability including debt service reserve account guarantees/ any put option etc. (Details of any outstanding borrowings taken/ debt securities issued for consideration other than cash). This information shall be disclosed whether such borrowing/ debt securities have been taken/ issued: in whole or part, at a premium or discount, or in pursuance of an option or not. 3.3.17. Where the issuer is a Non-Banking Finance Company (NBFC) 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 the issuer Lending Policy Classification of Loans given to associate or entities related to Board, Key Managerial Personnel and 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 Nonperforming assets (NPA) 2. Details of borrowings granted by issuer Portfolio Summary of borrowings made by issuer Quantum and percentage of Secured vs. Unsecured borrowings 3. Details of change in shareholding Any change in promoters shareholding in the issuer during preceding financial year beyond the threshold prescribed by Reserve Bank of India 4. Disclosure of Assets under-management Segment wise break up and type of loans 5. Details of borrowers Geographical location wise 6. Details of Gross NPA Segment wise 7. Details of Assets and Liabilities Residual maturity profile wise into several bucket 8. Additional details of loans made by issuer where it is a Housing Finance Company 9. Disclosure of latest ALM statements to stock exchange 3.3.18. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities, commercial paper (including technical delay) and other financial indebtedness including corporate guarantee or letters of comfort issued by the company, in the preceding three years and the current financial year. 3.3.19. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the issuer/promoters, 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 securities/ commercial paper. 3.3.20. Any litigation or legal action pending or taken by a Government Department or a statutory body or regulatory body during the three years immediately preceding the year of the issue of the issue document against the promoter of the company. 3.3.21. Details of default and non-payment of statutory dues for the preceding three financial years and current financial year. 3.3.22. Details of pending litigation involving the issuer, promoter, director, subsidiaries, group companies or any other person, whose outcome could have material adverse effect on the financial position of the issuer, which may affect the issue or the investor s decision to invest / continue to invest in the debt securities and/ or non-convertible redeemable preference shares. 3.3.23. Details of acts of material frauds committed against the issuer in the preceding three financial years and current financial year, if any, and if so, the action taken by the issuer. 3.3.24. Details of pending proceedings initiated against the issuer for economic offences, if any. 3.3.25. Related party transactions entered during the preceding three financial years and current financial year with regard to loans made or, guarantees given or securities provided. 3.3.26. The issue document shall not include a statement purporting to be made by an expert unless the expert is a person who is not, and has not been, engaged or interested in the formation or promotion or management, of the company and has given his written consent to the issue of the issue document and has not withdrawn such consent before the delivery of a copy of the issue document to the Registrar (as applicable) for registration and a statement to that effect shall be included in the issue document. 3.3.27. In case the issuer is a Non-Banking Finance Company (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: S. No. Name of the Borrower (A) Amount of Advances /exposures to such borrower (Group) (Rs. Crore) (B) Percentage of Exposure (C)= B/Total Assets Under Management 3.3.28. In order to allow investors to better assess the issue, the following additional disclosures shall be made by the issuer in the issue documents: (i) A portfolio summary with regards to industries/ sectors to which borrowings have been granted by NBFCs. (ii) Quantum and percentage of secured vis- -vis unsecured borrowings granted by NBFCs. (iii) Any change in promoters holdings in NBFCs during the preceding financial year beyond the threshold specified by the Reserve Bank of India from time to time. 3.3.29. Declaration in case of public issue with regards to the following: (a) procedure of allotment of debt securities and non-convertible redeemable preference shares and unblocking of funds in case of refund ; (b) a statement by the Board of Directors about the separate bank account where all monies received out of the issue are to be transferred, and disclosure of details of all monies including utilised and unutilised monies out of the previous issue in the prescribed manner; (c) 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, 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; and (d) the interim use of funds, if any. 3.3.30. Disclaimer Clauses: (a) The issue document shall contain the following disclaimer clause in bold and capital letters: It is to be distinctly understood that filing of the issue document to the Securities and Exchange Board of India (SEBI) should not in any way be deemed or construed to mean that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the issue document. The lead manager(s), has certified that the disclosures made in the issue document are generally adequate and are in conformity with the regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue. (b) Disclaimer Statement from the issuer and lead manager(s): A statement to the effect that the issuer and the lead manager(s) accept no responsibility for statements made otherwise than in the issue document or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing reliance on any other source of information would be doing so at their own risk. (c) Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the issue document. (d) Disclaimer clause of the stock exchanges and Credit Rating Agencies. (e) Disclaimer clause of the Reserve Bank of India, the Insurance Regulatory and Development Authority of India or of any other relevant regulatory authority. 3.3.31. Consent of directors, auditors, bankers to issue, trustees, solicitors or advocates to the issue, legal advisors to the issue, lead managers to the issue, Registrar to the Issue, and lenders (if required, as per the terms of the agreement) and experts. 3.3.32. The names of the debenture trustee(s) shall be mentioned with a statement to the effect that debenture trustee(s) has given its consent for appointment along with the copy of the consent letter from the debenture trustee. 3.3.33. If the security is backed by a guarantee or letter of comfort or any other document of a similar nature, a copy of the same shall be disclosed. In case such document does not contain the 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 issue document. 3.3.34. Disclosure of cash flow with date of interest/dividend/ redemption payment as per day count convention: (a) The day count convention for dates on which the payments in relation to the non-convertible securities which need to be made, should be disclosed. (b) Procedure and time schedule for allotment and issue of securities should be disclosed. (c) Cash flows emanating from the non-convertible securities shall be mentioned in the issue document, by way of an illustration. 3.3.35. Undertaking by the Issuer: (a) 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 Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of Risk factors given on page number under the section General Risks . (b) The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this issue document contains all information with regard to the issuer and the issue, that the information contained in the issue document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. (c) The issuer has no side letter with any debt securities holder except the one(s) disclosed in the issue document. Any covenants later added shall be disclosed on the stock exchange website where the debt is listed. 3.3.36. Risk factors: (a) Risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, likely or potential implications should be disclosed. (b) Risk factors if applicable, should include but not be limited to the following: (i) Risks in relation to the non-convertible securities. (ii) Risks in relation to the security created in relation to the debt securities, if any. (iii) Refusal of listing of any security of the issuer during preceding three financial years and current financial year by any of the stock exchanges in India or abroad. (iv) Limited or sporadic trading of non-convertible securities of the issuer on the stock exchanges. (v) In case of outstanding debt instruments or deposits or borrowings, any default in compliance with the material covenants such as creation of security as per terms agreed, default in payment of interest, default in redemption or repayment, non-creation of debenture redemption reserve, default in payment of penal interest wherever applicable. (vi) If secured, any risks in relation to maintenance of security cover or full recovery of the security in case of enforcement (vii) A risk factor to state that while the debenture is secured against a charge to the tune of 100% of the principal and interest amount in favour of debenture trustee, and it is the duty of the debenture trustee to monitor that the security is maintained, however, the possibility of recovery of 100% of the amount shall depend on the market scenario prevalent at the time of enforcement of the security. (viii) All covenants including the accelerated payment covenants given by way of side letters shall be incorporated in the issue document by the issuer. (c) The issuer shall make a declaration about the compliance and a statement to the effect that nothing in the issue document is contrary to the provisions of Companies Act, 2013 (18 of 2013) , the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992) and the rules and regulations made thereunder. 3.3.37. 11 [ The persons authorised by the issuer shall attest that: ] : (a) the issuer is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992) , Companies Act, 2013 (18 of 2013) and the rules and regulations made thereunder; (b) the compliance with the Acts and the rules and regulations 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 issue 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 is risky, 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 informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors contained under Section [ ] of this issue document. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities or investor s decision to purchase such securities. 12 [ (f) The contents of the document have been perused by the Board of Directors, and the final and ultimate responsibility of the contents mentioned herein shall also lie with the Board of Directors. The following shall be the authorised persons in case the issuer is a body corporate: i. executive Chairperson and compliance officer; or ii. Managing Director or Chief Executive Officer and compliance officer; or iii. Chief Financial Officer and compliance officer; or iv. whole-time director and compliance officer; or v. any two key managerial personnel. (g) they are duly authorised to attest as per this clause by the board of directors or the governing body, as the case may be, by a resolution, a copy of which is also disclosed in the offer document. ] 3.3.38. In case of an issue of non-convertible redeemable preference shares, the following specific disclosure on the nature of the instrument in bold, on the cover page: Instruments offered through the issue 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. 3.3.39. Other details: (a) Creation of Debenture Redemption Reserve (DRR) / Capital Redemption Reserve (CRR) - relevant legislations and applicability (b) Issue/instrument specific regulations - relevant details (Companies Act, 2013 (18 of 2013) , guidelines issued by the Reserve Bank of India, etc.) (c) Default in payment (d) Delay in listing (e) Delay in allotment of securities (f) Issue details (g) Application process (h) Disclosure required under form PAS-4 under Companies (Prospectus and Allotment of Securities), Rules, 2014 but not contained in this schedule, if any. (i) Project details: gestation period of the project; extent of progress made in the project; deadlines for completion of the project; the summary of the project appraisal report (if any), schedule of implementation of the project; 3.3.40. Other Details in case of non-convertible redeemable preference shares issue: (a) Nature of the instrument: whether cumulative or non-cumulative and complete details thereof; (b) Terms of Redemption: Out of distributable profits or out of fresh issue of shares for the purpose of redemption or both. 3.3.41. The issue document shall include the following other matters and reports, namely: (a) If the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or is to be applied directly or indirectly: (i) in the purchase of any business; or (ii) in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith, the company shall become entitled to an interest in either the capital or profits and losses or both, in such business exceeding fifty per cent. thereof, a report made by a chartered accountant (who shall be named in the issue document) upon A. the profits or losses of the business for each of the three financial years immediately preceding the date of the issue of the issue document; and B. the assets and liabilities of the business as on the latest date to which the accounts of the business were made up, being a date not more than one hundred and twenty days before the date of the issue of the issue document. (b) In purchase or acquisition of any immoveable property including indirect acquisition of immoveable property for which advances have been paid to third parties, disclosures regarding: (i) the names, addresses, descriptions and occupations of the vendors; (ii) the amount paid or payable in cash, to the vendor and where there is more than one vendor, or the company is a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill; (iii) the nature of the title or interest in such property proposed to be acquired by the company; and (iv) the particulars of every transaction relating to the property completed within the two preceding years, in which any vendor of the property or any person who is or was at the time of the transaction, a promoter or a director or proposed director of the company, had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction: 13 [ Provided that the disclosures specified in sub-clauses (i) to (iv) above shall be provided for the top five vendors on the basis of value viz. sale consideration payable to the vendors. Provided further that for the remaining vendors, such details may be provided on an aggregated basis in the offer document, specifying number of vendors from whom it is being acquired and the aggregate value being paid; and the detailed disclosures as specified in sub-clauses (i) to (iv) above may be provided by way of static QR code and web link. If the issuer provides the said details in the form of a static QR code and web link, the same shall be provided to the debenture trustee as well and kept available for inspection as specified in clause (g) of paragraph 3.3.41 of this Schedule. A checklist item in the Security and Covenant Monitoring System shall also be included for providing the detailed disclosures, as specified in sub-clauses (i) to (iv) above, to the debenture trustee and confirmation of the same by the debenture trustee. ] (c) If: (i) the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or are to be applied directly or indirectly and in any manner resulting in the acquisition by the company of shares in any other body corporate; and (ii) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith, that body corporate shall become a subsidiary of the company, a report shall be made by a Chartered Accountant (who shall be named in the issue document) upon A. the profits or losses of the other body corporate for each of the three financial years immediately preceding the issue of the issue document; and B. the assets and liabilities of the other body corporate as on the latest date to which its accounts were made up. (d) The said report shall: (i) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the issuer company and what allowance would have been required to be made, in relation to assets and liabilities so dealt with for the holders of the balance shares, if the issuer company had at all material times held the shares proposed to be acquired; and (ii) where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner as provided in paragraph (c) (ii) above. (e) The broad lending and borrowing policy including summary of the key terms and conditions of the term loans such as re-scheduling, prepayment, penalty, default; and where such lending or borrowing is between the issuer and its subsidiaries or associates, matters relating to terms and conditions of the term loans including re-scheduling, prepayment, penalty, default shall be disclosed. (f) The aggregate number of securities of the issuer company and its subsidiary companies purchased or sold by the promoter group, and by the directors of the company which is a promoter of the issuer company, and by the directors of the issuer company and their relatives, within six months immediately preceding the date of filing the issue document with the Registrar of Companies, shall be disclosed. (g) The matters relating to: (i) Material contracts; (ii) Time and place at which the contracts together with documents will be available for inspection from the date of issue document until the date of closing of subscription list. (h) Reference to the relevant page number of the audit report which sets out the details of the related party transactions entered during the three financial years immediately preceding the issue of issue document. (i) The summary of reservations or qualifications or adverse remarks of auditors in the three financial years immediately preceding the year of issue of issue document, and of their impact on the financial statements and financial position of the company, and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remarks. (j) The details of: any inquiry, inspections or investigations initiated or conducted under the securities laws or Companies Act, 2013 (18 of 2013) or any previous companies law; prosecutions filed, if any (whether pending or not); and fines imposed or offences compounded, in the three years immediately preceding the year of issue of issue document in the case of the issuer being a company and all of its subsidiaries. (k) The details of acts of material frauds committed against the issuer in the preceding three financial years and current financial year, if any, and actions taken by the issuer. Summary of terms Terms to be included in the issue document: Security Name (Name of the non-convertible securities which includes (Coupon/dividend, Issuer Name and maturity year) e.g. 8.70% 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 an NBFC and the objects of the issue entail loan to any entity who is a 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. Premium/Discount at which security is redeemed and the effective yield as a result of such premium/discount. Put Date Put Price Call] Date Call Price Put Notification Time (Timelines by which the investor need to intimate Issuer before exercising the put) Call Notification Time (Timelines by which the Issuer need to intimate investor before exercising the call) Face Value Minimum Application and in multiples of thereafter Issue Timing Issue Opening Date Issue Closing date Date of earliest closing of the issue, if any. Pay-in Date Deemed Date of Allotment Settlement mode of the Instrument Depository Disclosure of Interest/Dividend / redemption dates Record Date All covenants of the issue (including side letters, accelerated payment clause, etc.) Description regarding Security (where applicable) including type of security (movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ mortgage etc.), date of creation of security/ likely date of creation of security, minimum security cover, revaluation Replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the issue document Transaction Documents Conditions Precedent to Disbursement Condition Subsequent to Disbursement Event of Default (including manner of voting /conditions of joining Inter Creditor Agreement) Creation of recovery expense fund Conditions for breach of covenants (as specified in Debenture Trust Deed) Provisions related to Cross Default Clause Role and Responsibilities of Debenture Trustee Risk factors pertaining to the issue Governing Law and Jurisdiction Notes: (a) If there is any change in coupon rate pursuant to any event including lapse of certain time period or downgrade in rating, then such new coupon rate and the events which lead to such change should be disclosed. (b) The list of documents which have been executed in connection with the issue and subscription of debt securities shall be annexed. (c) While the debt securities are secured to the extent of hundred per cent. of the amount of principal and interest or as per the terms of issue document, in favour of debenture trustee, it is the duty of the debenture trustee to monitor that the security is maintained. (d) The issuer shall provide granular disclosures in their issue document, with regards to the Object of the Issue including the percentage of the issue proceeds earmarked for each of the object of the issue . Further, the amount earmarked General Corporate Purposes , shall not exceed twenty-five per cent. of the amount raised by the issuer in the proposed issue ( applicable in case of public issue ). ] ************* NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/77 dated 11-04-2022 before it was read as, 2.2.3 Details of credit rating along with reference to the rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies in relation to the issue. The detailed press release of the CRA along with rating rationale adopted (not older than one year on the date of opening of the issue). 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/77 dated 11-04-2022 before it was read as, CREDIT RATING Name of Credit Rating Agency(ies) and the rating(s) obtained along with the date(s) of the rating letter and date(s) of letters of revalidation of the prescribed rating(s), if any along with the relevant disclosures. 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/135 dated 03-07-2023 before it was read as, SCHEDULE I DISCLOSURES FOR PUBLIC ISSSUE OF DEBT SECURITIES AND NON CONVERTIBLE REDEEMABLE PREFERENCE SHARES SCHEDULE I [See Regulation 25(4), Regulation 28(2), Regulation 28(5) and Regulation 41(3)] Applicability An issuer seeking to list its debt securities or non- convertible redeemable preference shares on a recognized stock exchange issued by way of a public issue, shall make the disclosures specified in this Schedule. PART A 1 Instructions: 1.1 All information shall be relevant and updated as on the date of the offer document. The source and basis of all statements and claims shall be disclosed. Terms such as market leader , leading player , etc. shall be used only if these can be substantiated by citing a proper source. 1.2 Simple 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. 1.3 There shall be no forward-looking statements that cannot be substantiated. 1.4 Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided. 1.5 For currency of presentation, only one standard financial unit shall be used. 2 DISCLOSURES The disclosures stipulated here are applicable for public issuances. 2.1 The front page of the OFFER DOCUMENT shall contain the following information: a. Name of the issuer, its logo (if any), corporate identification 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, Insurance Regulatory Development Authority of India etc), if applicable, address of its registered and corporate offices, 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 Lead Managers, Debenture trustees Credit Rating Agencies Statutory Auditors such other persons as may be prescribed. d. A disclosure that a copy of the offer document has been delivered for filing to the Registrar of Companies as required under sub-section (4) of Section 26 of Companies Act, 2013 (18 of 2013); e. Date of the offer document, type of Offer Document ( Shelf Prospectus or Prospectus ) f. The nature, number, price and amount of securities offered and issue size (base issue and green shoe option), as may be applicable; g. The aggregate amount proposed to be raised through all the stages of offers of debt securities and nonconvertible redeemable preference shares made through the shelf prospectus; h. The name, logo and address of the Registrar to the Issue, along with its telephone number, fax number, website address and e-mail address; i. The issue schedule - (i) date of opening of the issue; (ii) date of closing of the issue; (iii)date of earliest closing of the issue, if any. j. Credit ratings; (cross reference to press release be provided) k. All the ratings obtained for the public issue; l. The name(s) of the recognised stock exchanges where the securities are proposed to be listed; m. Coupon rate, coupon payment frequency, redemption date, redemption amount in case of debt securities; n. Dividend rate, dividend payment frequency, redemption date, redemption amount in case of non-convertible redeemable preference shares; o. Nature and issue size, base issue and green shoe option, if any, shelf or tranche size, each as may be applicable; p. Details about underwriting of the issue, including the amount undertaken to be underwritten by the underwriters. 2.2 Following disclosure shall be contained in the other pages of the prospectus 2.2.1 Issuer s Absolute Responsibility : The following clause on Issuer s Absolute Responsibility shall be incorporated in a box format: The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document contains all information with regard to the issuer and the issue which is material in the context of the issue, that the information contained in the offer document is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading. 2.2.2 Details of Promoters of the Issuer Company:- A complete profile of all the promoters, including their name, date of birth, age, personal addresses, educational qualifications, experience in the business or employment, positions/posts held in the past, directorships held, other ventures of each promoter, special achievements, their business and 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. 1 [ 2.2.3 Details of credit rating, along with the latest press release of the Credit Rating Agency in relation to the issue and declaration that the rating is valid as on the date of issuance and listing. Such press release shall not be older than one year from the date of opening of the issue. ] 2.2.4 Name(s) of the stock exchange(s) where the debt securities or non- convertible redeemable preference shares are proposed to be listed and the details of their in-principle approval for listing obtained from these stock exchange(s). If debt securities or non- convertible redeemable preference shares 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 specify the stock exchange where the recovery expense fund, where applicable, is being/has been created as specified by the Board. 2.2.5 The following details regarding the issue to be captured in a table format under Issue Schedule , as prescribed below: Particulars Date Issue Opening Date Issue Closing Date Pay In Date Deemed Date of Allotment 2.2.6 Issue Details: Name, logo, addresses, website URL, email address, telephone number and contact person of Merchant bankers and co-managers to the issue, Debenture trustee to the issue, Credit Rating Agency for the issue, Registrar to the Issue Legal Counsel, Legal Advisor, Statutory Auditors, Bankers to the Issue, Sponsor Bank, Guarantor, if applicable Arrangers, if any. 2.2.7 About the Issuer A brief summary of the business/ activities of the Issuer and its subsidiaries with the details of branches / units and line of business containing at least following information:- Overview of the business Corporate Structure of the group Project cost and means of financing, in case of funding of new projects 2.2.8 Financial Information a. A columnar representation of the audited financial statements (i.e. Profit Loss statement, Balance Sheet and Cash Flow statement) both on a standalone and consolidated basis for a period of three completed years which shall not be more than six months old from the date of the draft offer document or offer document or issue opening date, as applicable. However if the issuer being a listed REIT/listed InvIT has been in existence for a period less than three completed years and historical financial statements of such REIT/InvIT are not available for some portion or the entire portion of the reporting period of three years and interim period, then the combined financial statements need to be disclosed for the periods when such historical financial statements are not available. b. Listed issuers (whose debt securities or specified securities are listed on stock exchange(s)) in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, may disclose unaudited financial information for the stub period in the format as prescribed therein with limited review report in the offer document, as filed with the stock exchanges, instead of audited financial statements for stub period, subject to making necessary disclosures in this regard in offer document including risk factors. c. The above financial statements shall be accompanied with the Auditor s Report along with the requisite schedules, footnotes, summary etc. d. Key Operational and Financial Parameters on consolidated and standalone basis i. 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 current liabilities Total liabilities Equity (equity and other equity) Total equity and liabilities Profit and Loss Total revenue From operations Other income Total Expenses Total comprehensive income Profit / loss Other comprehensive income Profit / loss after tax Earnings per equity share: (a) basic; and (b) diluted Continuing operations Discontinued operations Continuing and discontinued operations Cash Flow Net cash generated from operating activities Net cash used in / generated from investing activities Net cash used in financing activities Cash and cash equivalents Balance as per statement of cash flows Additional information Net worth Cash and Cash Equivalents Current Investments Net Sales EBIDTA EBIT Dividend amounts Long term debt to working capital Current Liability ratio Current liabilities / Non-current liabilities Total Debts to Total assets Debt Service Coverage Ratios Interest service coverage ratio ii. For 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 current liabilities Equity (equity and other equity) Total equity and liabilities Profit and Loss Total revenue From operations Other income Total Expenses Total comprehensive income Profit / loss Other comprehensive income Profit / loss after tax Earnings per equity share: (a) basic; and (b) diluted Continuing operations Discontinued operations Total Continuing and discontinued operations Cash Flow Net cash generated from operating activities Net cash used in / generated from investing activities Net cash used in financing activities Cash and cash equivalents Balance as per statement of cash flows Additional information Net worth Cash and Cash Equivalents Current Investments Assets Under Management Off Balance Sheet Assets Total Debts to Total assets Debt Service Coverage Ratios Interest Income Interest Expense Interest service coverage ratio Provisioning Write-offs Bad debts to Account receivable ratio Gross NPA (%) Net NPA (%) Tier I Capital Adequacy Ratio (%) Tier II Capital Adequacy Ratio (%) e. f. Debt: Equity Ratio of the Issuer:- Before the issue After the issue 2.2.9 Where the issuer is a Non-Banking Finance Company or Housing Finance Company the following disclosures on Asset Liability Management 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 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 management Segment wise break up and Type of loans 6. Details of borrowers Geographical location wise 7. Details of Gross NPA Segment wise 8. Details of Assets and Liabilities Residual maturity profile wise into several bucket 9. Additional details of loans made by, Housing Finance Company 10. Disclosure of latest ALM statements to stock exchange 2.2.10 The amount of corporate guarantee issued by the Issuer along with details of the counterparty (viz. name and nature of the counterparty - - subsidiary, Joint Venture entity, group company etc) on behalf of whom it has been issued. 2.2.11 Details of any other contingent liabilities of the issuer based on the last audited financial statements including amount and nature of liability. 2.2.12 A brief history of the Issuer since its incorporation giving details of its following activities :- a. Details of Share Capital as on last quarter end:- Share Capital Amount Authorized Share Capital Issued, Subscribed and Paid-up Share Capital b. Changes in its capital structure as on 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 of the shareholding of the Company as on the latest quarter end, as per the format specified under the listing regulations:- g. List of top 10 holders of equity shares of the Company as on the latest quarter end:- S. 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 2.2.13 The Following details regarding the directors of the Company:- a. Details of the current directors of the Company: Name, Designation and DIN Age Address Date of appointment Details of other Directorship b. Details of directors remuneration, and such particulars of the nature and extent of their interests in the issuer. (during the current year and last three financial years) (i) Remuneration payable or paid to a director by the subsidiary or associate company; shareholding of the director in the company including any stock options; shareholding in subsidiaries and associate companies; (ii) appointment of any relatives to an office or place of profit; (iii) the full particulars of the nature and extent of interest, if any, of every director: (a) in the promotion of the issuer company; or (b) in any immoveable property acquired by the issuer company in the two years preceding the date of the Prospectus or any immoveable property proposed to be acquired by it; or (c) where the interest of such a director consists in being a member of a firm or company, the nature and extent of his interest in the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become, or to help him qualify as a director, or otherwise for services rendered by him or by the firm or company, in connection with the promotion or formation of the issuer company shall be disclosed. c. Contribution being made by the directors as part of the offer or separately in furtherance of such objects; d. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. e. Details of change in directors since last three years:- Name, Designation and DIN Date of Appointment Date of Cessation, if applicable Date of resignation, if applicable Remarks 2.2.14 Following details regarding the auditors of the Issuer:- a. Details of the auditor of the Issuer:- Name of the Auditor Address Auditor since b. Details of change in auditor since last three years:- Name of the Auditor Address Date of Appointment Date of cessation, if applicable Date of Resignation, if applicable 2.2.15 Details of the following liabilities of the issuer, as at the end of the last quarter or if available, a later date:- a. Details of Outstanding Secured Loan Facilities :- Name of lender Type of Facility Amount Sanctioned Principal Amount outstanding Repayment Date / Schedule Security b. Details of Outstanding Unsecured Loan Facilities:- Name of lender Type of Facility Amount Sanctioned Principal Amount Outstanding Repayment Date / Schedule c. Details of Outstanding Non-Convertible Securities- Series of NCS Tenor/ Period of Maturity Coupon Amount Date of Allotment Redemption Date/ Schedule Credit Rating Secured / unsecured Security d. List of Top 10 holders of non-convertible securities in terms of value (in cumulative basis) S. No. Name of holder of Non-convertible Securities Amount % of total non-convertible securities outstanding e. Details of Outstanding Commercial Paper as at the end of the last quarter in the following format:- S. No. ISIN of Commercial Paper Maturity Date Amount Outstanding f. Details of the rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares ):- Name of Party ( in case of facility)/ Name of Instrument Type of facility/ Instrument Amount sanctioned/ issued Principal Amount outstanding Date of Repayment/ Schedule Credit Rating Secured/ Unsecured Security g. Details of any outstanding borrowings taken/ debt securities issued for consideration other than cash. This information shall be disclosed whether such borrowing/ debt securities have been taken/ issued: (iv) in whole or part, (v) at a premium or discount, or (vi) in pursuance of an option or not; 2.2.16 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 indebtedness including corporate guarantee issued by the Company, in the past 3 years. 2.2.17 Details of default and non-payment of statutory dues; 2.2.18 Details of pending litigation involving the issuer, promoter, director, subsidiaries, group companies or any other person, whose outcome could have material adverse effect on the financial position of the issuer, which may affect the issue or the investor s decision to invest / continue to invest in the debt securities and/ or non- convertible redeemable preference shares. 2.2.19 Details of acts of material frauds committed against the issuer in the last three years, if any, and if so, the action taken by the issuer. 2.2.20 Details of pending proceedings initiated against the issuer for economic offences; 2.2.21 Any litigation or legal action pending or taken against the promoter of the company by a Government Department or a statutory body during the last three years immediately preceding the year of the issue of prospectus; 2.2.22 Related party transactions entered during the last three financial years with regard to loans made or, guarantees given or securities provided. 2.2.23 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, 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 debt securities. 2.2.24 The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent for appointment along with the copy of the consent letter from the debenture trustee. 2.2.25 Consent of directors, auditors, bankers to issue, trustees, solicitors or advocates, legal advisor, lead managers, Registrar to the Issue, lenders and experts;; 2.2.26 If 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. 2.2.27 Disclosure of Cash flow with date of interest/dividend/ redemption payment as per day count convention a. The day count convention for dates on which the payments in relation to the debt securities /nonconvertible redeemable preference shares which need to be made, should be disclosed. b. Procedure and time schedule for allotment and issue of securities should be disclosed; c. Cash flows emanating from the debt securities / non- convertible redeemable preference shares shall be mentioned in the offer document, by way of an illustration. 2.2.28 Other details a. Creation of Debenture Redemption Reserve (DRR) / Capital Redemption Reserve (CRR) - relevant legislations and applicability. b. Issue/instrument specific regulations - relevant details (Companies Act, 2013 (18 of 2013), Reserve Bank of India guidelines, etc.). c. Default in Payment; d. Delay in Listing e. Delay in allotment of securities and unblocking of application money in case of refund f. Issue details: g. Application process. h. Project details: gestation period of the project; extent of progress made in the project; deadlines for completion of the project; the summary of the project appraisal report (if any), schedule of implementation of the project; 2.2.29 Other details in case of Non-convertible redeemable preference shares a. Nature of the instrument: whether cumulative or non-cumulative and complete details thereof; b. Terms of Redemption: Out of distributable profits or out of fresh issue of shares for the purpose of redemption or both. 2.2.30 The offer document shall not include a statement purporting to be made by an expert unless the expert is a person who is not, and has not been, engaged or interested in the formation or promotion or management, of the company and has given his written consent to the issue of the prospectus and has not withdrawn such consent before the delivery of a copy of the prospectus to the Registrar for registration and a statement to that effect shall be included in the prospectus. 2.2.31 In case the issuer is a Non-Banking Finance Company (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: S No. Name of the Borrower (A) Amount of Advances /exposures to such borrower (Group)(Rs. Crore) (B) Percentage of xposure (C)= B/Total AUM a. In order to allow investors to better assess the NBFC issue, the following additional disclosures shall be made by NBFCs in their offer documents: - A portfolio summary with regards to industries/ sectors to which borrowings have been made by NBFCs. Quantum and percentage of secured vis- -vis unsecured borrowings made by NBFCs. Any change in promoter s holdings in NBFCs during the last financial year beyond a particular threshold. At present, Reserve Bank of India has prescribed such a threshold level at 26%. The same threshold shall be applicable or as may be prescribed by Reserve Bank of India from time to time. 2.2.32 Declaration in case of public issue: a. Procedure of: allotment of debt securities and non-convertible redeemable preference shares and unblocking of funds in case of refund. b. a statement by the Board of Directors about the separate bank account where all monies received out of the issue are to be transferred and disclosure of details of all monies including utilised and unutilised monies out of the previous issue in the prescribed manner; c. 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; d. the interim use of funds, if any 2.2.33 DISCLAIMER CLAUSES: a. The offer document shall contain the following disclaimer clause in bold capital letters: It is to be distinctly understood that filing of the offer document to the Securities and Exchange Board of India (SEBI) should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the offer document. The lead manager(s), has certified that the disclosures made in the offer document are generally adequate and are in conformity with the Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue. b. Disclaimer Statement from the issuer and lead manager(s) : A statement to the effect that the issuer and the lead manager(s) accept no responsibility for statements made otherwise than in the offer document or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing reliance on any other source of information would be doing so at their own risk. c. Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the offer document. d. Disclaimer clause of the stock exchanges and Credit Rating Agencies. e. Disclaimer clause of the Reserve Bank of India, the Insurance Regulatory and Development Authority of India or of any other relevant regulatory authority. 2.2.34 UNDERTAKING BY THE ISSUER 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 any regulatory authority in India, including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of Risk factors given on page number .. under the section General Risks . The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Document contains all information with regard to the issuer and the issue, that the information contained in the offer document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The issuer has no side letter with any debt securities holder except the one(s) disclosed in the offer document/offer document. Any covenants later added shall be disclosed on the stock exchange website where the debt is listed. 2.2.35 RISK FACTOR a. Risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, likely or potential implications should be disclosed. b. Risk factors if applicable, should include but not be limited to the following: c. Risks in relation to the debt securities/non-convertible redeemable preference shares. d. Risks in relation to the security created in relation to the debt securities, if any. e. Refusal of listing of any security of the issuer during last three years by any of the stock exchanges in India or abroad. f. Limited or sporadic trading of debt securities/non-convertible redeemable preference shares of the issuer on the stock exchanges. g. In case of outstanding debt instruments or deposits or borrowings, any default in compliance with the material covenants such as creation of security as per terms agreed, default in payment of interest, default in redemption or repayment, non-creation of debenture redemption reserve, default in payment of penal interest wherever applicable. h. If secured, any risks in relation to maintenance of security cover or full recovery of the security in case of enforcement i. The following clause on General Risk' shall be incorporated in a box format: Investment in debt securities/non-convertible redeemable preference shares 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 informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors contained under Section [ ] of this offer document. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the debt securities/non-convertible redeemable preference shares or investor s decision to purchase such securities. j. A risk factor to state that while the debenture is secured against a charge to the tune of 100% of the principal and interest amount in favour of debenture trustee, and it is the duty of the debenture trustee to monitor that the security is maintained, however, the possibility of recovery of 100% of the amount shall depend on the market scenario prevalent at the time of enforcement of the security. k. All covenants including the accelerated payment covenants given by way of side letters shall be incorporated in the offer document by the issuer. l. The issuer shall make a declaration about the compliance and a statement to the effect that nothing in the prospectus is contrary to the provisions of Companies Act, 2013 (18 of 2013), the Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992 and the rules and regulations made thereunder; m. In case of an issue of non-convertible redeemable preference shares, the following specific disclosure on the nature of the instrument in bold, on the cover page: 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 2.2.36 The offer document shall include the following other matters and reports, namely:- (1) If the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or is to be applied directly or indirectly (a) in the purchase of any business; or (b) in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith; the company shall become entitled to an interest in either the capital or profits and losses or both, in such business exceeding fifty percent. thereof, a report made by a chartered accountant (who shall be named in the prospectus) upon- (i) the profits or losses of the business for each of the three financial years immediately preceding the date of the issue of the prospectus ; and (ii) the assets and liabilities of the business as on the last date to which the accounts of the business were made up, being a date not more than one hundred and twenty days before the date of the issue of the prospectus; (c) in purchase or acquisition of any immoveable property including indirect acquisition of immoveable property for which advances have been paid to even third parties, disclosures regarding - (i) the names, addresses, descriptions and occupations of the vendors; (ii) the amount paid or payable in cash, to the vendor and where there is more than one vendor, or the company is a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill; (iii) the nature of the title or interest in such property proposed to be acquired by the company; and (iv) the particulars of every transaction relating to the property, completed within the two preceding years, in which any vendor of the property or any person who is, or was at the time of the transaction, a promoter, or a director or proposed director of the company had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction. (2)(a) If - (i) the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or are to be applied directly or indirectly and in any manner resulting in the acquisition by the company of shares in any other body corporate; and (ii) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith, that body corporate shall become a subsidiary of the company, a report shall be made by a Chartered Accountant (who shall be named in the prospectus) upon - (A) the profits or losses of the other body corporate for each of the three financial years immediately preceding the issue of the prospectus; and (B) the assets and liabilities of the other body corporate as on the last date to which its accounts were made up. (b) The said report shall - (i) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the issuer company and what allowance would have been required to be made, in relation to assets and liabilities so dealt with for the holders of the balance shares, if the issuer company had at all material times held the shares proposed to be acquired; and (ii) where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner as provided in sub-clause (ii) of clause (a). (3) The matters relating to terms and conditions of the term loans including re-scheduling, prepayment, penalty, default. (4) The aggregate number of securities of the issuer company and its subsidiary companies purchased or sold by the promoter group and by the directors of the company which is a promoter of the issuer company and by the directors of the issuer company and their relatives within six months immediately preceding the date of filing the prospectus with the Registrar of Companies shall be disclosed. (5) The matters relating to (A) Material contracts; (B) Other material contracts; (C) Time and place at which the contracts together with documents will be available for inspection from the date of prospectus until the date of closing of subscription list. (6) The related party transactions entered during the last three financial years immediately preceding the issue of offer document as under (a) all transactions with related parties with respect to giving of loans or, guarantees, providing securities in connection with loans made, or investments made ; (b) all other transactions which are material to the issuer company or the related party, or any transactions that are unusual in their nature or conditions, involving goods, services, or tangible or intangible assets, to which the issuer company or any of its parent companies was a party: (7) The summary of reservations or qualifications or adverse remarks of auditors in the last three financial years immediately preceding the year of issue of prospectus and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remarks. (8) The details of any inquiry, inspections or investigations initiated or conducted under the Securities laws or Companies Act or any previous companies law in the last three years immediately preceding the year of issue of offer document in the case of company and all of its subsidiaries; and if there were any prosecutions filed (whether pending or not); fines imposed or compounding of offences done in the last three years immediately preceding the year of the prospectus for the company and all of its subsidiaries. (9) The details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company. (10) The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that - (i) the issuer is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992, Companies Act and the rules and regulations made thereunder; (ii) the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debt securities/non-convertible redeemable preference shares, is guaranteed by the Central Government; (iii)the monies received under the offer shall be used only for the purposes and objects indicated in the Offer document; (iv) 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 (11) In case of an issue of non-convertible redeemable preference shares, the following specific disclosure on the nature of the instrument in bold, on the cover page: 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 2.3 TERM SHEET Summary of terms the following terms to be included in the offer document:- Security Name ( Name of the debt securities/non-convertible redeemable preference shares which includes (Coupon/dividend, Issuer Name and maturity year) e.g. 8.70% 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 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 Price Call Date Call Price Put Notification Time ( Timelines by which the investor need to intimate Issuer before exercising the put) Call Notification Time ( Timelines by which the Issuer need to intimate investor before exercising the call) Face Value Minimum Application and in multiples of thereafter Issue Timing Issue Opening Date Issue Closing date Date of earliest closing of the issue, if any. Pay-in Date Deemed Date of Allotment Settlement mode of the Instrument Depository Disclosure of Interest/Dividend / redemption dates Record Date All covenants of the issue (including side letters, accelerated payment clause, etc.) Description regarding Security (where applicable) including type of security (movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ mortgage etc.), date of creation of security/ likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the Offer Document/ Information Memorandum. Transaction Documents Conditions Precedent to Disbursement Condition Subsequent to Disbursement Event of Default (including manner of voting /conditions of joining Inter Creditor Agreement) Creation of recovery expense fund Conditions for breach of covenants (as specified in Debenture Trust Deed) Provisions related to Cross Default Clause Role and Responsibilities of Debenture Trustee Risk factors pertaining to the issue Governing Law and Jurisdiction Notes: a. If there is any change in coupon rate pursuant to any event including lapse of certain time period or downgrade in rating, then such new coupon rate and events which lead to such change should be disclosed. b. The list of documents which has been executed in connection with the issue and subscription of debt securities shall be annexed. c. While debt securities are secured to the tune of 100% of the principal and interest amount or such higher amount as per the terms of offer document in favour of Debenture Trustee, it is the duty of the Debenture Trustee to monitor that such security is maintained. d. The issuer shall provide granular disclosures in their offer document, with regards to the Object of the Issue including the percentage of the issue proceeds earmarked for each of the object of the issue . Further, the amount earmarked for General Corporate Purposes , shall not exceed 25% of the amount raised by the issuer in the proposed issue. PART B ABRIDGED PROSPECTUS THIS ABRIDGED PROSPECTUS CONSISTS OF XX PAGES, PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Abridged Prospectus for their future reference. You may obtain a physical copy of the Application form from our Registered Office, the Lead Managers, syndicate members, Registrar to the Issue, the Designated Branches of Self Certified Syndicate Banks. You may also download the Prospectus from the websites of SEBI, Lead Managers and Stock Exchanges that is www.sebi.gov.in; www.nseindia.com; www.bseindia.com; websites of LM s (to be specified). ISSUER S LOGO XXX LIMITED The Corporate Identification Number of our Company is XXX. Registered Office: Corporate Office: Telephone: ; Company Secretary and Compliance Officer: ; Telephone: E-mail : Website : BRIEF DESCRIPTION OF THE ISSUE GENERAL RISKS Investors are advised to read the section titled Risk Factors on page [●] carefully before taking an investment decision in relation to this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. The Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ( SEBI ), any Registrar of Companies or any stock exchange in India. ISSUER S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Prospectus does contain and will contain all information with regard to the Issuer and the Issue, which is material in the context of the Issue; that the information contained in the Prospectus will be true and correct in all material respects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes the Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect at the time of the relevant Issue. 2 [CREDIT RATING Name of Credit Rating Agency(ies) and the rating(s) obtained along with the date(s) of the press release of the Credit Rating Agency. ] LISTING Please mention the stock exchange on which the instrument is proposed to be listed and detail thereof PROMOTER Brief profile of promoter(s) not exceeding 500 words DIRECTORS Sr. No Name Designation (Independent / Whole time / Executive / Nominee) Experience 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. For further details, please refer to page no.[●] of the Prospectus. BUSINESS Maximum 500 words RISK FACTORS The below mentioned risks are top 10 risk factors each (Headings only), as per the Prospectus, including 3 each pertaining to the Issuer and the NCDs. Please read the risk factors carefully, see section titled Risk Factors on page no. [●]of the Prospectus 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. FINANCIAL HIGHLIGHTS As per Schedule I of SEBI (Issue and listing of Non-Convertible Securities) Regulations, 2021, as amended : Parameters Upto latest half year FY FY FY For detailed financial results of our Company, please refer to page no. [●]of the Prospectus. CONTACT DETAILS: Name Address Tel: Facsimile: E-mail: Investor Grievance E-mail: Website Contact Person Registration No LEAD MANAGERS CONSORTIUM/LEAD BROKERS REGISTRAR TO THE ISSUE DEBENTURE TRUSTEE BANKERS TO THE ISSUE AND SPONSOR BANK ESCROW COLLECTION BANKS/BANKERS TO THE ISSUE: Only names to be included SELF CERTIFIED SYNDICATE BANKS: The banks which are registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account, a list of which is available on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other website as may be prescribed by SEBI from time to time. OBJECTS OF THE ISSUE: The Net Proceeds raised through the Issue will be utilised for following activities in the ratio provided as below : a) For the purpose of [●] [●] % of the amount raised and allotted in the Issue b) For General Corporate Purposes- [●]% of the amount raised and allotted in the Issue ISSUE PROCEDURE: 1) Applications Cannot be made by: The following categories of persons, and entities, shall not be eligible to participate in the Issue and any Applications from such persons and entities are liable to be rejected: a) Minors without a guardian name (A guardian may apply on behalf of a minor. However, Applications by minors must be made through Application Forms that contain the names of both the minor Applicant and the guardian; It is further clarified that it is the responsibility of the Applicant to ensure that the guardians are competent to contract under applicable statutory/regulatory requirements); b) Persons Resident Outside India, Foreign nationals (including FIIs, FPIs, Qualified Foreign Investors) and other foreign entities; c) Foreign Venture Capital Investor; d) Overseas Corporate Bodies; and e) Person ineligible to contract under applicable statutory/ regulatory requirements. f) Any other category of Applicants not provided for under Issue Procedure Who are eligible to apply? on page [●] of the Prospectus. INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM 1. General Instructions for completing the Application Form: a) Application Forms are to be completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained in the Prospectus and the Application Form. Incomplete Application Forms are liable to be rejected. Applicants should note that the Members of the Syndicate, or the Trading Members, as appropriate, will not be liable for errors in data entry due to incomplete or illegible Application Forms. b) Applications are required to be for a minimum of such Bonds as specified in the Prospectus. c) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal. d) Applications should be in single or joint names and not exceeding three names, and in the same order as their Depository Participant details (in case of Applicants applying for Allotment of the Bonds in dematerialized form) and Applications should be made by Karta in case the Applicant is an HUF. Please ensure that such Applications contain the PAN of the HUF and not of the Karta. If the Application is submitted in joint names, the Application Form may contain only the name of the first Applicant whose name should also appear as first holder of the depository account held in joint names. e) Applicants applying for Allotment in dematerialised form must provide details of valid and active DP ID, Client ID and PAN clearly and without error. Invalid accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for Allotment of the Bonds. f) If the ASBA Account holder is different from the ASBA Applicant, the Application Form should be signed by the ASBA Account holder also, in accordance with the instructions provided in the Application Form. g) Applications for all the Series of the Bonds may be made in a single Application Form only. h) All Applicants are required to tick the relevant box of the Mode of Application in the Application Form, choosing either the ASBA or Non-ASBA mechanism. i) It shall be mandatory for subscribers to the Issue to furnish their Permanent Account Number and any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction. j) All Applicants should check if they are eligible to apply as per the terms of the Shelf Tranche with Prospectus and applicable laws k) The Applicants should ensure that the Application Forms are submitted at the Collection Centres provided in the Application Forms, bearing the stamp of a Members of the Syndicate or Trading Member of the stock exchange(s), as the case may be, for Applications other than ASBA Applications/Direct Online Applications. l) The Applicants should ensure that they have been given a TRS and an acknowledgement as proof of having accepted the Application Form; m) In case of any revision of Application in connection with any of the fields which are not allowed to be modified on the electronic application platform of the Stock Exchanges as per the procedures and requirements prescribed by each relevant Stock Exchange, the Applicants should ensure that they have first withdrawn their original Application and submit a fresh Application. For instance, as per the notice no. 20120831-22 dated August 31, 2012 issued by the stock exchange(s), fields namely, quantity, series, application no., sub-category codes will not be allowed for modification during the Issue. In such a case the date of the fresh Application will be considered for date priority for allotment purposes; n) In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as XYZ Hindu Undivided Family applying through PQR , where PQR is the name of the Karta; o) Applicants (other than ASBA Applicants) are requested to write their names and Application Form number on the reverse of the instruments by which the payments are made; p) All Applicants need to tick the Series of Bonds in the Application Form that they wish to apply for. q) ASBA Applicants need to give the correct details of their ASBA Account including bank account number/ bank name and branch r) ASBA Applicants should ensure that their Application Form is submitted either at a Designated Branch of a SCSB where the ASBA Account is maintained or with the Members of the Syndicate or Trading Members of the stock exchange(s) at the Specified Cities, and not directly to the Escrow Collecting Banks (assuming that such bank is not a SCSB) or to the Company or the Registrar to the Issue; In case of ASBA Applications through Syndicate ASBA, before submitting the physical Application Form to the Members of the Syndicate or Trading Members of the stock exchange(s), ensure that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at-least one branch in that Specified City for the Members of the Syndicate or Trading Members of the stock exchange(s), as the case may be, to deposit ASBA Forms (A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ Recognised-Intermediaries; s) ASBA Applicants should ensure that the Application Form is signed by the ASBA Account holder in case the ASBA Applicant is not the account holder t) ASBA Applicants should ensure that they receive an acknowledgement from the Designated Branch or the concerned Members of the Syndicate or Trading Members of the stock exchange(s), as the case may be, for the submission of the Application Form 2. Rejection of Applications: a) Applications submitted without payment of the entire Application Amount. However, the Company may Allot Bonds up to the value of Application monies paid, if such Application monies exceed the minimum Application size as prescribed hereunder. b) In case of partnership firms, the Application Forms submitted in the name of individual partners and/or accompanied by the individual s PAN rather than the PAN of the partnership firm; c) Applications by persons not competent to contract under the Indian Contract Act, 1872 d) GIR number furnished instead of PAN e) Applications by OCBs f) Applications for an amount below the minimum Application size; g) Applications of more than five ASBA Forms per ASBA Account; h) In case of Applications under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted i) Applications accompanied by Stock invest/ money order/postal order/cash; j) Signature of sole Applicant missing, or, in case of joint Applicants, the Application Forms not being signed by the first Applicant (as per the order appearing in the records of the Depository); k) In case of Applicants applying for the Bonds in physical form, if the address of the Applicant is not provided in the Application Form; l) Copy of KYC documents not provided in case of option to hold Bonds in physical form; m) In case no corresponding record is available with the Depositories that matches three parameters namely, DP ID, Client ID and PAN or if PAN is not available in the Depository database; n) With respect to ASBA Applications, inadequate funds in the ASBA Account to enable the SCSB to block the Application Amount specified in the ASBA Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is received from the SCSB for blocking of funds; o) Applications by persons prohibited from buying, selling or dealing in shares, directly or indirectly, by SEBI or any other regulatory authority; p) Applications not uploaded on the terminals of the stock exchange(s); q) Applications uploaded after the expiry of the allocated time on the Issue Closing Date, unless extended by the stock exchange(s), as applicable; r) Application Forms not delivered by the Applicant within the time prescribed as per the Application Form and the Prospectus and as per the instructions in the Application Form; s) Applications by Applicants whose demat accounts have been suspended for credit pursuant to the circular issued by SEBI on July 29, 2010 bearing number CIR/ MRD/DP/22/2010; t) Applications tendered to the Trading Members of the stock exchange(s) at centres other than the centres mentioned in the Application Form; u) Application Form accompanied with more than one payment instrument. v) SCSB making an ASBA Application(a) through an ASBA Account maintained with its own self or (b) through an ASBA account maintained through a different SCSB not in its own name, or (c) through an ASBA Account maintained through a different SCSB in its own name, which ASBA Account is not utilised for the purpose of applying in public issue w) Application Amount paid being higher than the value of Bonds applied for. However, the Company may allot Bonds upto the number of Bonds applied for, if the value of such Bonds applied for exceeds the Minimum Application Size; x) Application Amounts paid not tallying with the number of Bonds applied for; y) Applications for amounts greater than the maximum permissible amounts prescribed by applicable regulations z) Applications by persons/entities who have been debarred from accessing the capital markets by SEBI; aa) Applications (except for ASBA Applications) where clear funds are not available in Escrow Accounts as per final certificates from Escrow Collection Banks; ab) In case of ASBA Applicants, payment of Application Amount in any mode other than through blocking of Application Amount in the ASBA Accounts shall not be accepted under the ASBA process; BASIS OF ALLOTMENT 1) Reservations shall be made for each of the Categories in the below mentioned format: Particulars Category I Category II Category III Category IV % of the Issue Size Size in Amount [●] lakh [●] lakh [●] lakh [●] lakh Determined on the basis of date of upload of the Applications on the electronic Application platform of the relevant stock exchanges. (b) Under subscription: If there is any under subscription in any Category the spill over to shall be in the following order: i. Category IV; ii. Category III; iii. Category II; and iv. Category I. (c) For all Categories, all Applications uploaded on the same day on the online Application platform of the relevant stock exchanges would be treated at par with each other. (d) Allotments in case of oversubscription: In case of an oversubscription in any of the Categories, Allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full Allotment of Bonds to the Applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of Bonds to the Applicants on the date of oversubscription (based on the date of upload of each Application on the online Application platform of the relevant stock exchanges, in each Portion). The method of proportionate allotment is as described below: i. Allotments to the applicants shall be made in proportion to their respective Application size, rounded off to the nearest integer, ii. If the process of rounding off to the nearest integer results in the actual allocation of Bonds being higher than the Issue size, not all applicants will be allotted the number of Bonds arrived at after such rounding off. Rather, each Applicant whose Allotment size, prior to rounding off, had the highest decimal point would be given preference; iii. In the event, there are more than one Applicant whose entitlement remains equal after the manner of distribution referred to above, the Company will ensure that the basis of allotment is finalised by draw of lots in a fair and equitable manner. (e) Applicants applying for more than one Series of Bonds: If an Applicant has applied for more than one Series of Bonds, and in case such Applicant is entitled to allocation of only a part of the aggregate number of Bonds applied for, the Series-wise allocation of Bonds to such Applicants shall be in proportion to the number of Bonds with respect to each Series, applied for by such Applicant, subject to rounding off to the nearest integer, as appropriate, in consultation with the Lead Managers and the Designated Stock Exchange. All decisions pertaining to the basis of allotment of Bonds pursuant to the Issue shall be taken by the Company in consultation with the Lead Managers, and the Designated Stock Exchange and in compliance with the aforementioned provisions of the Prospectus. Any other queries/issues in connection with the Applications will be appropriately dealt with and decided upon by the Company in consultation with the Lead Managers. The Company shall allocate and allot [●] (depending upon the category of applicants) to all valid applications, wherein the Applicants have not indicated their choice of the relevant Bond Series. The Company has the discretion to close the Issue early irrespective of whether any of the Portion(s) are fully subscribed or not. The Company shall allot Bonds with respect to the Applications received till the time of such pre-closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory and/or regulatory requirements. INVESTOR WITHDRAWALS: Applicants are allowed to withdraw their Applications at any time [●]. TERMS OF THE ISSUE: 1) Minimum Subscription If the Company does not receive the minimum subscription of 75 % of the Base Issue, i.e. [●] prior to the Issue Closing Date, the entire subscription amount shall be unblocked within 8Working Days from the date of closure of the Issue. If there is delay in the unblockingof Application Amounts beyond the time prescribed above, the Company will pay interest for the delayed period at rate of 15% per annum for the delayed period. 2) Right to Recall or Redeem prior to Maturity: Please refer to page no. [●] of the Prospectus 3) Security The NCDs will be secured by [●] paripassu charge over the [●] assets of the Issuer as set out in the Debenture Trust Deed to the extent of at least 100% of the principal amounts outstanding and interest due thereon in respect of the NCDs until all amounts on the NCDs are repaid in full pursuant to the terms of the Debenture Trust Deed. For details please refer to page no. [●] of the Prospectus. DEBT TO EQUITY RATIO The Debt-Equity ratio of the Company as of [●]: Description Standalone Consolidated Pre Issue Post Issue Pre Issue Post Issue Debt Total Debt Debt Equity Ratio (No of Times) LEGAL AND OTHER INFORMATION A. Total number of material outstanding litigations against the company and amount involved B. Brief details of top 5 material outstanding litigations against the company and amount involved Sr. No. Particulars Litigation filed by Current Status Amount Involved C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters / Group companies in last 5 financial years including outstanding action, if any (200 - 300 word limit in total) D. Brief details of outstanding criminal proceedings against Promoters (200 - 300 word limit in total) MATERIAL DEVELOPMENTS To be provided as mentioned in the Prospectus(es) (Only Headings) DECLARATION We, the Directors of the Company, certify that all applicable legal requirements in connection with the Issue, including under the Companies Act, 2013 (to the extent in force) and the rules made thereunder, the Companies Act, 1956 (to the extent not repealed) and the rules made thereunder, the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, the Securities Contracts (Regulation) Act, 1956 and the rules and regulations made thereunder, the Securities and Exchange Board of India Act, 1992 and the rules and regulations made thereunder, each, as amended, and rules/ regulations/guidelines/ circulars issued by the Government of India, the Securities and Exchange Board of India and other competent authorities in this respect, from time to time, have been duly complied with and that no statement made in the Prospectus contravenes any such requirements. We further certify that the Prospectus does not omit disclosure of any material information that may make the statements made herein, in the light of the circumstances in which they were made, misleading and that all statements in the Prospectus are true and correct in all material respects. Date: Place: 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/190 dated 08-07-2024 5. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, personal addresses, 6. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, , permanent accountant number 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, and passport number 8. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, (d) Details of branches or units where the issuer carries on its business activities, if any; 9. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, (e) Project cost and means of financing, in case of funding of new projects. 10. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 11. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that 12. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 13. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, Provided that if the number of vendors is more than five, then the disclosures as required above shall be on an aggregated basis, specifying the immoveable property being acquired on a contiguous basis with mention of the location/total area and the number of vendors from whom it is being acquired and the aggregate value being paid. Details of minimum amount, the maximum amount and the average amount paid/ payable should also be disclosed for each immovable property.