Schedule II - Disclosures for Private Placement of Non Convertible Securities (Omitted) - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

2 [ **** ] ************* NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/77 dated 11-04-2022 before it was read as, 2.3.3 Details of credit rating along with reference to the rating letter issued (not older than one month on the date of the opening the issue) by the rating agencies in relation to the issue shall be disclosed. The detailed press release of the Credit Rating Agencies along with rating rationale(s) adopted (not older than one year on the date of opening of the issue) shall also be disclosed. 2. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/135 dated 03-07-2023 before it was read as, BIDDING AND/OR COLLECTION CENTRE DETAILS SCHEDULE II DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES SCHEDULE II [See Regulation 45(1) and Regulation 50(3)] APPLICABILITY An issuer seeking to list its non-convertible securities on a recognized stock exchange issued by way of a 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 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 2.1 The disclosures stipulated here are applicable for private placement 2.2 The front page of the placement memorandum shall contain the following information: a. Name of the issuer, its logo (if any), corporate identity number, Permanent account number, date and place of incorporation, latest registration / identification number issued by any regulatory authority which regulates such issuer (viz. Reserve Bank of India, IRDAI etc), if applicable, address of its registered and corporate offices, telephone number, compliance officer (name and contact details), website address and e-mail address. b. Name, telephone number, email address of compliance officer, company secretary, Chief Financial Officer and Promoters c. Name, addresses, logo, telephone numbers, email addresses and contact person of the debenture trustee and credit rating agency for the issue, d. Date of the placement memorandum, type of placement memorandum. e. The nature, number, price and amount of securities offered and issue size (base issue or green shoe), as may be applicable; f. The aggregate amount proposed to be raised through all the stages of offers of non-convertible securities made through the shelf placement memorandum; g. The name, logo and address of the Registrar to the Issue, along with its telephone number, fax number, website address and e-mail address; h. 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. i. The credit rating (cross reference of press release be provided) ; j. All the ratings obtained for the private placement; k. The name(s) of the stock exchanges where the securities are proposed to be listed; l. The details about eligible investors; m. Coupon/dividend rate, coupon/dividend payment frequency, redemption date, redemption amount and details of debenture trustee; n. Nature and issue size, base issue and green shoe option, if any, shelf or tranche size, each as may be applicable; o. Details about underwriting of the issue including the amount undertaken to be underwritten by the underwriters; p. Inclusion of a compliance clause in relation to electronic book mechanism and details pertaining to the uploading the placement memorandum on the Electronic Book Provider Platform, if applicable. 2.3 Following disclosure shall be contained in the other pages of the placement memorandum: 2.3.1 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 placement memorandum 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 placement memorandum 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. 2.3.2 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 [ 2.3.3 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. ] 2.3.4 Name(s) of the stock exchange(s) where the non-convertible securities are proposed to be listed and the details of their in-principle approval for listing obtained from these stock exchange(s). If non-convertible securities are proposed to be listed on more than one stock exchange(s) then the issuer shall specify the designated stock exchange for the issue. The issuer shall specify the stock exchange where the recovery expense fund is being/has been created as specified by the Board. 2.3.5 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 2.3.6 Name, logo, addresses, website URL, email address, telephone number and contact person of Debenture trustee to the issue, Credit rating agency for the issue, Registrar to the Issue, Statutory Auditors, Legal Counsel, (If any) Guarantor, if applicable Arrangers, if any. 2.3.7 About the Issuer A brief summary of the business/ activities of the Issuer and its subsidiaries with the details of branches or units if any and its line of business containing at least following information:- Overview of the business of the issuer Corporate Structure of the issuer Project cost and means of financing, in case of funding of new projects 2.3.8 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 placement memorandum 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 recognised 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 placement memorandum, as filed with the stock exchanges, instead of audited financial statements for stub period, subject to making necessary disclosures in this regard in placement memorandum including risk factors. c. Issuers other than unlisted REITs / unlisted InvITs desirous of issuing debt securities on private placement basis and who are in existence for less than three years may disclose financial statements mentioned at (a) above for such period of existence, subject to the following conditions: i. The issue is made on the EBP platform irrespective of the issue size; and ii. The issue is open for subscription only to Qualified Institutional Buyers. d. The above financial statements shall be accompanied with the Auditor s Report along with the requisite schedules, footnotes, summary etc. e. Key Operational and Financial Parameters on consolidated and standalone basis: iii. For Non-Financial Sector Entities: Balance Sheet Net Fixed assets Current assets Non-current assets Total assets Non-Current Liabilities (including maturities of long-term borrowings and short- term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Deferred tax liabilities (net) Other non-current liabilities Current Liabilities (including maturities of long-term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Current tax liabilities (net) Other 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 iv. 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 (%) f. Debt: Equity Ratio of the Issuer:- Before the issue After the issue 2.3.9 Details of any other contingent liabilities of the issuer based on the last audited financial statements including amount and nature of liability. 2.3.10 A brief history of the Issuer since its incorporation giving details of its following activities:- a. Details of Share Capital as at last quarter end:- Share Capital Amount Authorized Share Capital Issued, Subscribed and Paid-up Share Capital b. Changes in its capital structure as at last quarter end, for the last three years:- Date of Change ( AGM/EGM) Particulars c. Equity Share Capital History of the Company, for the last three years:- Date of Allotment No. of Equity Shares Face Value Issue Price Consideration (Cash, Other than cash, etc) Nature of Allotment Cumulative Remarks No. of Equity Shares Equity Share Capital Equity Share Premium d. Details of any Acquisition of or Amalgamation with any entity in the last 1 year. e. Details of any Reorganization or Reconstruction in the last 1 year:- Type of Event Date of Announcement Date of Completion Details f. Details 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 10 holders of equity shares of the Company as at 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 2.3.11 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 Whether willful defaulter (Yes/No) 2.3.12 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 for last three years:- Name of the Auditor Address Date of Appointment Date of cessation, if applicable Date of Resignation, if applicable 2.3.13 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 holders of Non-convertible Securities Amount % of total NCS 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 2.3.14 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: (vii) in whole or part, (viii) at a premium or discount, or (ix) in pursuance of an option or not 2.3.15 Where the issuer is a Non-Banking Finance Company or Housing Finance Company the following disclosures on Asset Liability Management (ALM) shall be provided for the latest audited financials: S. No. Particulars of disclosure Details 1. Details with regard to lending done out of the issue proceeds of earlier issuances of debt securities (whether public issue or private placement) by NBFC Lending Policy Classification of Loans given to associate or entities related to Board, Senior management, promoters, etc Classification of loans into several maturity profile denomination, Aggregated exposure to top 20 borrowers Details of loans, overdue and classified as Non performing assets (NPA) 3. Details of borrowings made by NBFC Portfolio Summary of borrowings made by NBFC Quantum and percentage of Secured vs. Unsecured borrowings 4. Details of change in shareholding Any change in promoters holding in NBFC during last financial year beyond the threshold prescribed by Reserve Bank of India 5. Disclosure of Assets under 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 2.3.16 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 including the current financial year. 2.3.17 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. 2.3.18 Any litigation or legal action pending or taken by a Government Department or a statutory body during the last three years immediately preceding the year of the issue of prospectus against the promoter of the company; 2.3.19 Details of default and non-payment of statutory dues 2.3.20 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. 2.3.21 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. 2.3.22 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 offer document, by way of an illustration. 2.3.23 Disclosures pertaining to wilful defaulter a. The following disclosures shall be made if the issuer or its promoter or director is declared wilful defaulter: i. Name of the bank declaring as a wilful defaulter; ii. The year in which it was declared as a wilful defaulter; iii. Outstanding amount when declared as a wilful defaulter; iv. Name of the entity declared as a wilful defaulter; v. Steps taken, if any, for the removal from the list of wilful defaulters; vi. Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions; vii. Any other disclosure as specified by the Board. b. The fact that the issuer or any of its promoters or directors is a wilful defaulter shall be disclosed prominently on the cover page with suitable cross-referencing to the pages. 2.3.24 UNDERTAKING BY THE ISSUER i) Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by the any regulatory authority in India, including the 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 . ii) 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. iii) The issuer has no side letter with any debt securities holder except the one(s) disclosed in the offer document/placement memorandum. Any covenants later added shall be disclosed on the stock exchange website where the debt is listed. 2.3.25 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: c. Risks in relation to the non-convertible securities. 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 non-convertible securities 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 2.3.26 The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that - a) the issuer is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992, Companies Act and the rules and regulations made thereunder; b) the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of non-convertible securities, is guaranteed by the Central Government; c) the monies received under the offer shall be used only for the purposes and objects indicated in the Offer document; d) whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association e) The following clause on General Risk' shall be incorporated in a box format: Investment in non-convertible securities involve a degree of risk and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an 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 placement memorandum. 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. 2.3.27 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 2.3.28 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, Reserve Bank of India guidelines, etc.). c. Default in Payment; d. Delay in Listing e. Delay in allotment of securities f. Issue details: g. Application process. h. Disclosure prescribed under PAS-4 of 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; 2.3.29 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. Summary of terms the following terms to be included in the placement memorandum:- 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 a NBFC and the objects of the issue entail loan to any entity who is a group company then disclosures shall be made in the following format: Details of the utilization of the Proceeds Coupon / Dividend Rate Step Up/Step Down Coupon Rate Coupon/Dividend Payment Frequency Coupon / Dividend payment dates (Cumulative / non cumulative, in case of dividend Coupon Type (Fixed, floating or other structure) Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc). Day Count Basis (Actual/Actual) Interest on Application Money Default Interest Rate Tenor Redemption Date Redemption Amount Redemption Premium /Discount Issue Price Discount at which security is issued and the effective yield as a result of such discount. Put Date Put] 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 placement 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 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 the debt securities are secured to the tune of 100% of the principal and interest amount or as per the terms of Placement Memorandum, 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 placement memorandum, with regards to the Object of the Issue including the percentage of the issue proceeds earmarked for each of the object of the issue .