Note: To be stamped as an agreement - please use Non-Judicial stamp paper of Rs.100/- or the value prevailing in your tate!

"hichever is higher #$lease type the follo"ing on the tamp $aper as the first page and sign% -------------------------------------------------------------------------------------------------APPENDIX F LISTING AGREEMENT This Non-Judicial Stamp Paper of Rs............... forms part and parcel of this Listing agreement with National Stock Exchange of !" ################################################################# ####### on ######################################## $ da" of ndia Limited executed

################ $ ##### .

%&uthorised Signator"'

Listing Agreement

form f: 1 -

LISTING AGREEMENT This agreement made this ###################### da" of#############$ ### !" ################################################################# ############ a (ompan") an" other !od" dul" formed and registered under the rele*ant &ct and ha*ing its Registered office

at############################################### ################################################################# ############ %hereinafter called +the ssuer,' with the N&T -N&L ST-(. E/(0&N1E -2 N3 & L 4 TE3 %hereinafter called 5the NSE6'. 7itnesseth 70ERE&S the ssuer has filed with the NSE an application for listing its securities more particularl" descri!ed in Schedule I / Schedule II annexed hereto and made a part hereof. &N3 70ERE&S it is a re8uirement of the NSE that there must !e filed with the application an agreement in terms hereinafter appearing$ to 8ualif" for the admission and continuance of the said securities upon the list of the NSE. N-7 T0ERE2-RE in consideration of the NSE ha*ing agreed to list the said securities$ the ssuer here!" co*enants and agrees with the NSE as follows9 :. The ssuer agrees9 a' that letters of allotment will !e issued simultaneousl" and that in the e*ent of its !eing impossi!le to issue letters of regret at the same time$ a notice to that effect will !e inserted in the press so that it will appear on the morning after the letters of allotment ha*e !een posted; !' that letters of right will !e issued simultaneousl"; c' that letters of allotment$ acceptance or rights will !e seriall" num!ered$ printed on good 8ualit" paper and examined and signed !" a responsi!le officer of the ssuer and that whene*er possi!le the" will contain the distincti*e num!ers of the securities to which the" relate; d' that letters of allotment and renouncea!le letters of right will contain a pro*ision for splitting and that when so re8uired !" the NSE the form of Listing Agreement form f: 2 -

renunciation will !e printed on the !ack of or attached to the letters of allotment and letters of right; e' that letters of allotment and letters of rights will state how the next pa"ment of interest or di*idend on the securities will !e calculated. <. The ssuer will issue$ when so re8uired$ receipts in such forms as prescri!ed !" the NSE$ for all securities deposited with it whether for registration$ su!-di*ision$ consolidation$ renewal$ exchange or for other purposes. =. The ssuer agrees9 a' to ha*e on hand at all times a sufficient suppl" of certificates to meet the demands for transfer$ su!-di*ision$ consolidation and renewal; !' to issue certificates or pucca receipts within one month of the date of the expiration of an" right to renunciation; c' to issue certificates within one month of the date of lodgment for transfer$ su!di*ision$ consolidation$ renewal$ exchange or endorsement of calls)allotment monies or to issue within fifteen da"s of such lodgment for transfer$ pucca transfer receipts in denominations corresponding to the market units of trading autographicall" signed !" a responsi!le official of the ssuer and !earing an endorsement that the transfer has !een dul" appro*ed !" the directors or that no such appro*al is necessar"; d' to issue without charge !alance certificates$ within one month$ if so re8uired; e' to issue new certificates in replacement of those which are lost within six weeks of notification of loss and receipt of proper indemnit" >. The ssuer agrees9 a' to issue$ unless the NSE otherwise agrees and the parties concerned desire$ allotment letters$ share certificates$ call notices and other rele*ant documents in such units of trading %market units' as ma" !e specified !" NSE; !' to split certificates$ letters of allotment$ letters of right$ and split$ consolidation$ renewal and pucca transfer receipts of large denominations into smaller units; c' to consolidate certificates of small denominations into denominations corresponding to the market units of trading or other units as ma" !e decided !" NSE from time to time; d' to issue within one week split$ consolidation and renewal receipts dul" signed !" an official of the ssuer and in denominations corresponding to the market units of trading$ particularl" when so re8uired !" NSE; e' to exchange ?rights6 or ?entitled6 shares into coupons or fractional certificates when so re8uired !" NSE; f' to issue call notices and splits and duplicates thereof in a standard form accepta!le to NSE$ to forward a suppl" of the same promptl" to NSE for meeting re8uests for !lank$ split and duplicate call notices$ to make arrangements for accepting call mone"s at all centers where there are recogni@ed stock exchanges in ndia and not to re8uire a discharge on call receipts. g' to accept the discharge of the mem!er of NSE on split$ consolidation and renewal receipts as good and sufficient without insisting on the discharge of the registered holders. Listing Agreement form f: 3 -

A. 7hen documents are lodged for su!-di*ision$ consolidation or renewal through the clearing house of NSE$ the ssuer agrees9 a' that it will accept the discharge of an official of NSE (learing 0ouse on the ssuer6s split$ consolidation and renewal receipts as good and sufficient without insisting on the discharge of the registered holders; !' that when the ssuer is una!le to issue certificates or split$ consolidation or renewal receipts immediatel" on lodgment$ it will *erif" whether the discharge of the registered holders on the documents lodged for su!-di*ision$ consolidation or renewal and their signature on the relati*e transfers are in order. A&. 2or shares issued pursuant to the pu!lic issues or an" other issue which remain unclaimed and are l"ing in the escrow account$ the issuer agrees to compl" with the following procedure9 %a' The registrar to the issue shall send at least three reminders at the address gi*en in the application form as well as captured in depositor"6s data!ase asking for the correct particulars. f no response is recei*ed$ the unclaimed shares shall !e credited to a demat suspense account with one of the 3epositor" Participants$ opened !" the issuer for this purpose. %!' &n" corporate !enefits in terms of securities accruing on such shares *i@. !onus shares$ split etc.$ shall also !e credited to such demat suspense account. %c' The issuer shall maintain details of shareholding of each indi*idual allottee whose shares are credited to such suspense account. %d' &s and when the allottee approaches the issuer$ the issuer shall credit the shares l"ing in the suspense account to the demat account of the allottee to the extent of the allottee6s entitlement after proper *erification of the identit" of the allottee. %e' The suspense account shall !e held !" the issuer purel" on !ehalf of the allottees who are entitled for the shares and the shares held in such suspense account shall not !e transferred in an" manner whatsoe*er except for the purpose of allotting the shares to the allottee as and when he)she approaches the issuer. %f' The *oting rights on such shares shall remain fro@en till the rightful owner claims the shares. %g' The issuer shall disclose the following details in its &nnual Report$ as long as there are shares in the suspense account9 %i' &ggregate num!er of shareholders and the outstanding shares in the suspense account l"ing at the !eginning of the "ear; %ii' Num!er of shareholders who approached issuer for transfer of shares from suspense account during the "ear; Listing Agreement form f: -

%iii' Num!er of shareholders to whom shares were transferred from suspense account during the "ear9 %i*' aggregate num!er of shareholders and the outstanding shares in the suspense account l"ing at the end of the "ear; %*' that the *oting rights on these shares shall remain fro@en till the rightful owner of such shares claims the shares. B. The ssuer will$ if so re8uired !" NSE$ certif" transfer against letters of allotment$ certificates and !alance receipts and in that e*ent the ssuer will promptl" make on transfers an endorsement to the following effect; Name of ssuer ##################### (ertificate)&llotment Letter No. ######### for the within mentioned ############### securities is deposited in the ssuer6s -ffice against this transfer No.######################## Signature%s' of -fficial%s' ###################### 3ate ############### C. -n production of the necessar" documents !" securit" holders or !" mem!ers of NSE$ the ssuer will make on transfer an endorsement to the effect that the Power of &ttorne" or Pro!ate or Letters of &dministration or 3eath (ertificate or (ertificate of the (ontroller of Estate 3ut" or similar other documents ha*e !een dul" exhi!ited to and registered !" the ssuer. D. The ssuer agrees that it will not make an" charge9 a' for registration of transfers of its share and de!entures; !' for su!-di*ision and consolidation of share and de!enture certificates and for su!-di*ision of letters of allotment and split$ consolidation$ renewal and pucca transfer receipts into denominations corresponding to the market unit of trading; c' for su!-di*ision of renouncea!le letters of rights; d' for issue of new certificates in replacement of those which are old$ decrepit or worn out$ or where the cages on the re*erse of recording transfers ha*e !een full" utilised; e' for registration of an" power of attorne"$ pro!ate$ letters of administration or similar other documents. E. The ssuer agrees that it will not charge an" fees exceeding those$ which ma" !e agreed upon with NSE F a' for issue of new certificates in replacement of those that are torn$ defaced$ lost or destro"ed; !' for su!-di*ision and consolidation of share and de!enture certificates and for su!-di*ision of letters of allotment and split$ consolidation$ renewal and pucca transfer receipts into denominations other than those fixed for the market units of trading. :G. The ssuer will promptl" *erif" the signatures of shareholders on allotment letters$ split$ consolidation$ renewal$ transfer and an" other temporar" receipts and Listing Agreement form f: ! -

transfer deeds when so re8uired !" the shareholders or a mem!er of NSE or !" NSE (learing 0ouse. ::. The ssuer agrees that it will entertain applications for registering transfers of its securities when9 a' the instrument of transfer is in an" usual or common form appro*ed !" NSE; and !' the transfer deeds are properl" executed and accompanied either !" certificates or !" letters of allotment$ pucca transfer receipts$ split$ consolidation or renewal receipts dul" discharged either !" the registered holders or$ in the case of split$ consolidation or renewal receipts$ !" the mem!ers of NSE or an official of NSE (learing 0ouse as pro*ided herein. and c' the transferee%s' furnish a cop" of their P&N card to the (ompan")RT&6s for registration of transfer of shares$ for securities market transactions and off-market ) pri*ate transactions in*ol*ing transfer of shares in ph"sical form. :<. -n lodgment of the proper documents$ the ssuer agrees that it will register transfers of its securities in the name of the transferee except9 a' when the transferee is$ in exceptional circumstances$ not appro*ed !" the 3irectors in accordance with the pro*isions contained in the &rticles of &ssociation of the ssuer$ in which e*ent the 4anaging 3irector of NSE will !e taken into confidence$ when so re8uired$ as to the reasons for such reHection; !' 7hen an" statutor" prohi!ition or an" attachment or prohi!itor" order of a competent authorit" restraints the ssuer from transferring the securities out of the name of the transferor. c' when the transferor o!Hects to the transfer pro*ided he ser*es on the ssuer within a reasona!le time a prohi!itor" order of a (ourt of competent Hurisdiction. :<& %:' The (ompan" agrees that when proper documents are lodged for transfer and there are no material defects in the documents except minor difference in signature of the transferor%s'$ %i' then the (ompan" will promptl" send to the first transferor an intimation of the aforesaid defect in the documents$ and inform the transferor that o!Hection$ if an"$ of the transferor supported !" *alid proof$ is not lodged with the (ompan" within fifteen da"s of receipt of the (ompan"6s letter $ then the securities will !e transferred ; %ii' if the o!Hection from the transferor with supporting documents is not recei*ed within the stipulated period$ the (ompan" shall transfer the securities pro*ided the (ompan" does not suspect fraud or forger" in the matter. %:a' The compan" agrees that in respect of transfer of shares where the compan" has not effected transfer of shares within : month or where the compan" has failed to communicate to the transferee an" *alid o!Hection to the transfer within the stipulated time period of : month$ the compan" shall compensate the aggrie*ed part" for the opportunit" losses caused during the period of the dela". Listing Agreement form f: " -

%:!' The ssuer agrees that an" claim$ difference or dispute arising out of (lause :< %:a' ma" !e referred to and decided !" ar!itration as pro*ided in the I"e-Laws and Regulations of the Exchange. The issuer further agrees to acti*el" participate in an" ar!itral proceeding so initiated and compl" with the ar!itration award. n addition$ the compan" keeping in *iew the pro*isions of Section <GB& of the (ompanies &ct and Section <C of the Securities (ontracts %Regulation' &ct$ :EAB$ shall pro*ide all !enefits %i.e. !onus shares$ right shares$ di*idend' which accrued to the in*estor during the inter*ening period on account of such dela". %<' The (ompan" agrees that when the signature of the transferor%s' is attested !" a person authorised !" the 3epartment of (ompan" &ffairs$ u)s :GD%:&' of the (ompanies &ct$ :EAB$ then it shall not refuse to transfer the securities on the ground of signature difference unless it has reasons to !elie*e that a forger" or fraud is in*ol*ed. :=. The ssuer will promptl" notif" NSE of an" attachment or prohi!itor" orders restraining the ssuer from transferring securities out of the names of the registered holders and furnish to NSE particulars of the num!ers of securities so affected$ the distincti*e num!ers of such securities and the names of the registered holders thereof. :>. f$ in *iew of the *olume of !usiness in the listed securities of the ssuer$ NSE so re8uires$ the ssuer will arrange to maintain9 a' a transfer register in cities satisfactor" to NSE on which all securities of the ssuer that are listed on NSE would !e directl" transfera!le; or !' a registr" office or some other suita!le office satisfactor" to NSE within the 4unicipal &rea of the (it" of Iom!a" which will recei*e and re-deli*er all securities that are tendered for the purpose of transfer$ su!-di*ision$ consolidation or renewal. :A. The ssuer agrees that it will not close its transfer !ooks on such da"s %or when the transfer !ooks are not to !e closed$ fix such date for the taking of a record of its shareholders or de!enture holders' as ma" !e incon*enient to NSE for the purpose of settlement of transactions$ of which due notice in ad*ance shall ha*e !een gi*en !" NSE to the ssuer. :B. The ssuer agrees to close its transfer !ooks for purposes of declaration of di*idend or the issue of right or !onus shares or issue of shares for con*ersion of de!entures or of shares arising out of right attached to de!entures or for such other purposes as the NSE ma" agree to or re8uire and further agree to close its transfer !ooks at least once a "ear at the time of the &nnual 1eneral 4eeting if the" ha*e not !een otherwise closed at an" time during the "ear and to gi*e to NSE the notice in ad*ance of at least se*en working da"s$ or of as man" da"s as NSE ma" from time to time reasona!l" prescri!e$ stating the dates of closure of its transfer !ooks %or$ when the Transfer !ooks are not to !e closed$ the date fixed for taking a record of its shareholders or de!entureholders' and specif"ing the purpose or purposes for which the transfer !ooks are to !e closed %or the record is to !e taken' and to send copies of such notices to the other recogni@ed stock Listing Agreement form f: # -

exchanges in ndia. The ssuer further agrees to ensure that the time gap !etween two !ook closures and record dates would !e atleast =G da"s. The (ompan" on whose stocks$ deri*ati*es are a*aila!le or whose stocks form part of an index on which deri*ati*es are a*aila!le$ shall gi*e a notice period of atleast C working da"s to stock exchanges for corporate actions like mergers$ demergers$ splits and !onus shares. :C. The ssuer will accept for registration transfers that are lodged with the ssuer upto the date of closure of the transfer !ooks %or when the transfer !ooks are not closed$ up to the record date' and sa*e as pro*ided in (lause :< will register such transfers forthwith; and unless NSE agrees otherwise$ the ssuer will defer$ until the transfer !ooks ha*e reopened$ registration of an" transfer which ma" !e recei*ed after the closure of the transfer !ooks. :D. The ssuer will pu!lish in a form appro*ed !" NSE such periodical interim statements of its working and earning as re8uired !" NSE$ SEI $ or an" statutor" !od" or local authorit" or an" !od" or authorit" acting under the authorit" or direction of the (entral 1o*ernment. :Ea' The ssuer will notif" NSE at least < working da"s in ad*ance of the date of the meeting of its Ioard of 3irectors at which the recommendation or declaration of a di*idend or con*erti!le de!entures or of de!entures carr"ing a right to su!scri!e to e8uit" shares or the passing o*er of the di*idend or the issue of right is due to !e considered and will recommend or declare all di*idend and)or cash !onuses at least fi*e da"s !efore commencement of the closure of its transfer !ooks or the record date fixed for the purpose. !' The ssuer will gi*e notice simultaneousl" to NSE in case the proposal for declaration of !onus is communicated to its Ioard of 3irectors as part of the agenda. No prior intimation is re8uired a!out the Ioard 4eeting in case the declaration of Ionus !" the compan" is not on the agenda of the Ioard 4eeting. c' The ssuers are also re8uired to send the information in the format which is gi*en in Schedule J !" e-mail %cmlistKnse.co.in' d' The ssuer shall !e re8uired to gi*e prior notice of at least < working da"s to the stock exchanges a!out the Ioard meetings at which the proposal for Iu" Iack of Securities is to !e considered. e' n case of a further pu!lic offer to !e made through the fixed price route$ the compan" shall notif" the Stock Exchange$ at least >D hours in ad*ance$ of the proposed meeting of its Ioard of 3irectors con*ened for determination of issue price. <G. The ssuer will$ immediatel" after the meeting of its Ioard of 3irectors has !een held to consider or decide the same$ intimate to the Stock Exchanges where the compan" is listed$ %within :A minutes of the closure of the !oard meeting' !" phone$ fax$ telegram$ e-mail %cmlistKnse.co.in'9 a' all di*idends and)or cash !onuses recommended or declared or the decision to pass an" di*idend or interest pa"ment; Listing Agreement form f: $ -

!' the total turno*er$ gross profit)loss$ pro*ision for depreciation$ tax pro*isions and net profits for the "ear %with comparison with the pre*ious "ear' and the amounts appropriated from reser*es$ capital profits$ accumulated profits of past "ears or other special source to pro*ide wholl" or partl" for the di*idend$ e*en if this calls for 8ualification that such information is pro*isional or su!Hect to audit. c' The ssuers are also re8uired to send the information !" e-mail in the format which is gi*en in Schedule J. d' The ssuer shall !e re8uired to intimate the stock exchanges within :A minutes of the closure of the Ioard 4eetings a!out the decision on Iu" Iack of Securities. <G&. The ssuer agrees to declare and disclose the di*idend on per share !asis onl". <:. The ssuer will fix and notif" NSE at least twent"-one da"s in ad*ance of the date on and from which the di*idend on shares$ interest on de!entures and !onds$ and redemption amount of redeema!le shares or of de!entures and !onds will !e pa"a!le and will issue simultaneousl" the di*idend warrants$ interest warrants and che8ues for redemption mone" or redeema!le shares or de!entures and !onds$ which shall !e pa"a!le at par at such centers as ma" !e agreed to !etween NSE and the ssuer and which shall !e collected at par$ with collection charges$ if an"$ !eing !orne !" the ssuer$ in an" !ank in the countr" at centers other than the centers agreed to !etween NSE and the ssuer$ so as to reach the holders of shares$ de!entures or !onds on or !efore the date fixed for pa"ment of di*idend$ interest on de!entures or !onds or redemption mone"$ as the case ma" !e. <<. The ssuer will$ immediatel" after the meeting of its Ioard of 3irectors has !een held to consider or decide the same$ intimate to the Stock Exchanges where the compan" is listed$ %within :A minutes of the closure of the !oard meeting' !" phone$ fax$ telegram$ e-mail %cmlistKnse.co.in'9 a' short particulars of an" increase of capital whether !" issue of !onus shares through capitali@ation$ or !" wa" of right shares to !e offered to the shareholders or de!enture holders$ or in an" other wa"; !' short particulars of the reissues of forfeited shares or securities$ or the issue of shares or securities held in reser*e for future issue or the creation in an" form or manner of new shares or securities or an" other rights$ pri*ileges or !enefits to su!scri!e to ; c' short particulars of an" other alterations of capital$ including calls; d' an" other information necessar" to ena!le the holders of the listed securities of the ssuer to appraise its position and to a*oid the esta!lishment of a false market in such listed securities. <=. The ssuer agrees9 a' to issue or offer in the first instance all shares %including forfeited shares$ unless NSE otherwise agrees'$ securities$ rights$ pri*ileges and !enefits to su!scri!e pro rata to the securit" shareholders of the ssuer unless the securit" holders in the general meeting decide otherwise; Listing Agreement form f: % -

!' to close the transfer !ooks as from such date or to fix such record date for the purpose in consultation with NSE as ma" !e suita!le for the settlement of transactions and to so close the Transfer !ooks or fix the record date onl" after the sanctions su!Hect to which the issue or offer is proposed to !e made ha*e !een dul" o!tained unless the NSE agrees otherwise; c' to make such issues or offers in a form to !e appro*ed !" NSE and unless NSE otherwise agrees to grant in all cases the right of renunciation to the shareholders and to forward a suppl" of renunciation forms promptl" to NSE; d' to issue$ where necessar"$ coupons or fractional certificates unless the ssuer in general meeting or the NSE agrees otherwise$ and when coupons or fractional certificates are not issued$ to pro*ide for the pa"ment of the e8ui*alent of the *alue$ if an"$ of the fractional rights in cash; e' To gi*e to the shareholders reasona!le time$ not !eing less than four weeks$ within which to record their interest and exercise their rights; f' to issue letters of allotment or letters of right within six weeks of the record date or date of reopening of the transfer !ooks after their closure for the purpose of making a !onus or right issue and to issue allotment letters or certificates within six weeks of the last date fixed !" the ssuer for su!mission of letters of renunciation or applications of new securities. <>. a' The compan" agrees to o!tain 5in-principle6 appro*al for listing from the exchanges ha*ing nationwide trading terminals where it is listed$ !efore issuing further shares or securities. 7here the compan" is not listed on an" exchange ha*ing nationwide trading terminals$ it agrees to o!tain such 5in-principle6 appro*al from all the exchanges in which it is listed !efore issuing further shares or securities. The compan" also agrees to make an application to the Exchange for the listing of an" new issue of shares or securities and of the pro*isional documents relating thereto !' The ssuer agrees to make true$ fair and ade8uate disclosure in the offer documents)draft prospectus)letter of offer in respect of an" new or further issue of shares) securities. c' The ssuer agrees that it shall not issue an" prospectus) offer document) letter of offer for pu!lic su!scription of an" securities unless the said prospectus) offer document) letter of offer has !een *etted !" SEI and an acknowledgement card o!tained from SEI through the lead manager. d' The ssuer further agrees that the ssuer shall su!mit to the exchange the following documents to ena!le it to admit) list the said securities for dealing in NSE$ such as i' a cop" of the acknowledgement card or letter indicating the o!ser*ation on draft prospectus) letter of offer) offer documents !" SEI ; and ii' a certificate from a merchant !anker acting as lead manager to the issue reporting positi*e compliance !" the issuer of the guidelines on disclosure and in*estor protection issued !" SEI . e' in the e*ent of non-su!mission of the documents as mentioned in su!-clause %d' a!o*e !" the ssuer to the NSE or withdrawal of the acknowledgement card !" SEI at an" time !efore grant of permission for listing) admission to dealing of the securities$ the securities shall not !e eligi!le for listing) dealing$ as the case Listing Agreement form f: 1& -

ma" !e$ and the compan" shall !e lia!le to refund the su!scription monies to the respecti*e in*estors immediatel". f' The compan" agrees that it shall file an" scheme)petition proposed to !e filed !efore an" (ourt or Tri!unal under sections =E:$ =E> and :G: of the (ompanies &ct$ :EAB$ with the stock exchange$ for appro*al$ at least a month !efore it is presented to the (ourt or Tri!unal. %g' The compan" agrees to ensure that an" scheme of arrangement) amalgamation) merger) reconstruction) reduction of capital$ etc.$ to !e presented to an" (ourt or Tri!unal does not in an" wa" *iolate$ o*erride or circumscri!e the pro*isions of securities laws or the stock exchange re8uirements. Explanation9 2or the purposes of this su!-clause$ 5securities laws6 mean the SEI &ct$ :EE<$ the Securities (ontracts %Regulation' &ct$ :EAB$ the 3epositories &ct$ :EEB and the pro*isions of the (ompanies &ct$ :EAB which are administered !" SEI under section AA& thereof$ the rules$ regulations$ guidelines etc. made under these &cts and the Listing &greement+$ %h' The compan" agrees that in the explanator" statement forwarded !" it to the shareholders u)s =E= or accompan"ing a proposed resolution to !e passed u)s :GG of the (ompanies &ct$ it shall disclose the pre and post-arrangement or amalgamation %expected' capital structure and shareholding pattern and the +fairness opinion6 o!tained from an independent merchant !ankers on *aluation of assets ) shares done !" the *aluer for the compan" and unlisted compan". %i' The compan" agrees that$ while filing for appro*al an" draft Scheme of amalgamation ) merger ) reconstruction$ etc. with the stock exchange under su!-clause %f'$ it shall also file an auditors6 certificate to the effect that the accounting treatment contained in the scheme is in compliance with all the &ccounting Standards specified !" the (entral 1o*ernment in Section <::%=(' of the (ompanies &ct$ :EAB. Pro*ided that in case of companies where the respecti*e sectoral regulator" authorities ha*e prescri!ed norms for accounting treatment of items in the financial statements contained in the scheme$ the re8uirements of the regulator" authorities shall pre*ail. Explanation F 2or this purpose$ mere disclosure of de*iations in accounting treatments as pro*ided in para >< of &S-:> shall not !e deemed as compliance with the a!o*e,. <A. n the e*ent of the ssuer granting an" options to purchase an" shares of the ssuer$ the ssuer will promptl" notif" NSE9 a' of the num!er of shares co*ered !" such options$ of the terms thereof and of the time within which the" ma" !e exercised; !' of an" su!se8uent changes or cancellation or exercise of such options. Listing Agreement form f: 11 -

<B. Lnless the terms of issue otherwise pro*ide$ the ssuer will not select an" of its listed securities for redemption otherwise than pro rata or !" lot and will promptl" furnish to NSE an" information re8uested in reference to such redemption. <C. The ssuer will promptl" notif" NSE9 a' of an" action$ which will result in the redemption$ cancellation or retirement in whole or in part of an" securities listed on NSE. !' of the intention to make a drawing of such securities$ intimating at the same time the date of the drawing and the period of the closing of the transfer !ooks %or the date of striking of the !alance' for the drawing; c' of the amount of securit" outstanding after an" drawing has !een made. <D. The ssuer will not make an" change in the form or nature of an" of its securities that are listed on NSE or in the rights or pri*ileges of the holders thereof without gi*ing twent"-one da"s6 prior notice to NSE of the proposed change and making an application for listing of the securities as changed if NSE shall so re8uire. <D&. The compan" agrees that it shall not issue shares in an" manner which ma" confer on an" person$ superior rights as to *oting or di*idend *is-a-*is the rights on e8uit" shares that are alread" listed. <E. The ssuer will promptl" notif" NSE of an" proposed change in the general character or nature of its !usiness. =G. The ssuer will promptl" notif" NSE9 a' of an" change in the ssuer6s directorate !" death$ resignation$ remo*al or otherwise; !' of an" change of 4anaging 3irector$ 4anaging &gents or Secretaries and Treasurers; c' of an" change of &uditors appointed to audit the !ooks and accounts of the ssuer. =:. The ssuer will forward to NSE promptl" and without application9a' six copies of the Statutor" and 3irectors6 &nnual Reports$ Ialance Sheets and Profits M Loss &ccounts and of all periodical and special reports as soon as the" are issued and one cop" each to all the recogni@ed stock exchanges in ndia; !' six copies of all notices$ resolutions and circulars relating to new issue of capital prior to their dispatch to the shareholders; c' three copies of all the notices$ call letters or an" other circulars including notices of meetings con*ened u)s =E: or section =E> read with section =E: of the (ompanies &ct$ :EAB$ together with &nnexures thereto$ at the same time as the" are sent to the shareholders$ de!enture holders or creditors or an" class of them or ad*ertised in the Press. Listing Agreement form f: 12 -

d' cop" of the proceedings at all &nnual and Extraordinar" 1eneral 4eetings of the ssuer; e' three copies of all notices$ circulars$ etc.$ issued or ad*ertised in the press either !" the ssuer$ or !" an" ssuer which the ssuer proposes to a!sor! or with which the ssuer proposes to merge or amalgamate$ or under orders of the court or an" other statutor" authorit" in connection with an" merger$ amalgamation$ reconstruction$ reduction of capital$ scheme or arrangement$ including notices$ circulars$ etc. issued or ad*ertised in the press in regard to meetings of shareholders or de!enture holders or creditors or an" class of them and copies of the proceedings at all such meetings. =<. The ssuer will suppl" a cop" of the complete and full Ialance Sheet$ Profit and Loss &ccount and the 3irectors6 Report to each shareholder and upon application to an" mem!er of NSE. 0owe*er$ the compan" ma" suppl" single cop" of complete and full Ialance Sheet and Profit M Loss &ccount and 3irectors6 Report to shareholders residing in one household %i.e. ha*ing same address in the Iooks of the (ompan")Registrars)Share transfer agents'. Pro*ided that$ the compan" on receipt of re8uest shall suppl" the complete and full Ialance Sheet and Profit and Loss &ccount and 3irectors6 report also to an" shareholder residing in such household. 2urther$ the compan" will suppl" a!ridged Ialance Sheet to all the shareholders in the same household. The issuer will also gi*e cash flow statement along with the Ialance Sheet and Profit and Loss &ccount. The (ash 2low Statement will !e prepared in accordance with the &ccounting Standard on (ash 2low Statement %&S-=' issued !" the nstitute of (hartered &ccountants of ndia$ and the (ash 2low Statement shall !e presented onl" under the ndirect 4ethod as gi*en in &S-=. The statement shall !e issued under the authorit" of the Ioard and shall !e signed on !ehalf of the Ioard of 3irectors in the manner pro*ided for the authentication of Ialance Sheet and Profit and Loss &ccount in Section <:A of the (ompanies &ct$ :EAB. a. (onsolidated 2inancial Statement9 (ompanies shall !e mandator" re8uired to pu!lish (onsolidated 2inancial Statements in the annual report in addition to the indi*idual financial statements. &udit of (onsolidated 2inancial Statements !" the statutor" auditors of the compan" and the filing of (onsolidated 2inancial Statements audited !" the statutor" auditors of the compan" with the stock exchanges shall !e mandator". !. Related Part" 3isclosures 9 (ompanies shall !e re8uired to make disclosures in compliance with the &ccounting Standard on NRelated Part" 3isclosuresN in the annual reports. form f: 13 -

Listing Agreement

The ssuer agrees to make the following disclosure in the &nnual Report9 i' n case the shares are delisted$ it shall disclose the fact of delisting$ together with reasons thereof in its 3irectors Report ii' n case the securities are suspended from trading$ the 3irectors Report should explain the reason thereof iii' The name and address of each stock exchange at which the issuerOs securities are listed and also confirm that &nnual Listing 2ee has !een paid to each of the exchange. i*' The following disclosure re8uirements are prescri!ed for the listed companies in the annual accounts of the compan". S'No I( )he *ccou()+ of D,+clo+ure+ of *mou()+ *) )he -e*r e(d *(d )he m*.,mum *mou() of lo*(+/ *d/*(ce+/ ,(/e+)me()+ ou)+)*(d,(0 dur,(0 )he -e*r' Loans and ad*ances in the nature of loans to su!sidiaries !" name and amount. Loans and ad*ances in the nature of loans to associates !" name and amount Loans and ad*ances in the nature of loans where there is %i' no repa"ment schedule or repa"ment !e"ond se*en "ears or %ii' no interest or interest !elow section =C<& of (ompanies &ct !" name and amount. Loans and ad*ances in the nature of loans to firms)companies in which directors are interested !" name and amount Same disclosures as applica!le to the parent compan" in the accounts of su!sidiar" compan". n*estments !" the loanee in the shares of parent compan" and su!sidiar" compan"$ when the compan" has made a loan or ad*ance in the nature of loan.

:.

Parent

< =

Su!sidiar" Parent

Note9 :' 2or the purpose of the a!o*e disclosures the terms NparentN and Nsu!sidiar"N shall ha*e the same meaning as defined in the &ccounting Standard on (onsolidated 2inancial Statement %&S<:' issued !" (& . <' 2or the purpose of the a!o*e disclosures the terms 5&ssociate6 and 5Related Part"6 shall ha*e the same meaning as defined in the &ccounting Standard on NRelated Part" 3isclosures %&S :D'N issued !" (& =' 2or the purpose of a!o*e disclosures directors interest shall ha*e the same meaning as gi*en in Sec <EE of (ompanies &ct. The a!o*e disclosures shall !e applica!le to all listed companies except for listed !anks. Listing Agreement form f: 1 -

f the compan" has changed its name suggesting an" new line of !usiness$ it shall disclose the net sales or income$ expenditure and net profit or loss after tax figures pertaining to the said new line of !usiness separatel" in the financial results and shall continue to make such disclosures for the three "ears succeeding the date of change in name. Pro/,ded )h*) tax expense shall !e allocated !etween the said new line of !usiness and other !usiness of the compan" in the ratio of the respecti*e figures of net profit !efore tax$ su!Hect to an" exemption$ deduction or concession a*aila!le under the tax laws. Fre1ue() ch*(0e of (*me+ 2- l,+)ed com3*(,e+ &ll listed companies which decide to change their names shall !e re8uired to compl" with the following conditions9 :. <. & time period of at least : "ear should ha*e elapsed from the last name change. &t least AGP of its total re*enue in the preceding : "ear period should ha*e !een accounted for !" the new acti*it" suggested !" the new name.

The new name along with the old name shall !e disclosed through the we! sites of the respecti*e stock exchange)s where the compan" is listed and also through the E3 2&R we! site for a continuous period of one "ear$ from the date of the last name change. ==. The ssuer will forward to NSE copies of all notices sent to its shareholders with respect to amendments to its 4emorandum and &rticles of &ssociation and will file with NSE six copies %one of which will !e certified' of such amendments as soon as the" shall ha*e !een adopted !" the ssuer in general meeting. =>. The ssuer agrees9a' that it will not exercise a lien on its full" paid securities and that in respect of partl" paid securities it will not exercise an" lien except in respect of mone"s called or pa"a!le at a fixed time in respect of such securities; !' that it will not decline to register or acknowledge an" transfer of securities on the ground of the transferor !eing either alone or Hointl" with an" other person or persons inde!ted to the ssuer on an" account whatsoe*er; c' that it will not forfeit unclaimed di*idends !efore the claim !ecomes !arred !" law and that such forfeiture$ when effected$ will !e annulled in appropriate cases; d' that if an" amount !e paid up in ad*ance of calls on an" securities it will stipulate that such amount ma" carr" interest !ut shall not in respect thereof confer a right to di*idend or to participate in profits; e' that it will not gi*e to an" person the call of an" securities without the sanction of the securit" holders in general meeting; f' that it will send out prox" forms to securit" holders in all cases$ such prox" forms !eing so worded that a securit" holders ma" *ote either for or against each resolution; Listing Agreement form f: 1! -

g' that when notice is gi*en to its securit" holders !" ad*ertisement$ it will ad*ertise such notice in at least one leading National dail" newspaper. =A. The compan" agrees to file the following details separatel"$ for each class of e8uit" shares)securit" with the Exchange on a 8uarterl" !asis$ within <: da"s from the end of each 8uarter$ in the format specified as under9

Listing Agreement

form f: 1" -

% '%a' S)*)eme() +ho4,(0 Sh*rehold,(0 P*))er( N*me of )he 5om3*(-: Scr,3 5ode6 N*me of )he +cr,36 cl*++ of +ecur,)-: 7u*r)er e(ded: 5*)e0orcode 5*)e0or- of +h*reholder Num2er of To)*l Num2er of To)*l +h*rehold,(0 *+ * Sh*re+ Pled0ed or o)her4,+e +h*reholder+ (um2er +h*re+ held ,( 3erce()*0e of )o)*l e(cum2ered of dem*)er,*l,;ed (um2er of +h*re+ +h*re+ form A+ * A+ * Num2er of A+ * 3erce()*0e 3erce()*0e 3erce()*0e Sh*re+ : of 8A<=9 of 8A<=<59

8I9

8II9

8III9

8I:9

8:9

8:I9

8:II9

8:III9

8IX9 > 8:III9 / 8I:9 ? 1&&

8A9 Promo)er *(d Promo)er Grou3< 819 I(d,*( %a' ndi*iduals) 0indu Lndi*ided 2amil"

: <

For determining public shareholding for the purpose of Clause 40A. For definitions of Promoter and Promoter Group", refer to Clause 40A.

Listing Agreement

form f: 1" -

5*)e0orcode

5*)e0or- of +h*reholder

Num2er of To)*l Num2er of To)*l +h*rehold,(0 *+ * Sh*re+ Pled0ed or o)her4,+e +h*reholder+ (um2er +h*re+ held ,( 3erce()*0e of )o)*l e(cum2ered of dem*)er,*l,;ed (um2er of +h*re+ +h*re+ form A+ * A+ * Num2er of A+ * 3erce()*0e 3erce()*0e 3erce()*0e Sh*re+ of 8A<=9 of 8A<=<59

8I9

8II9

8III9

8I:9

8:9

8:I9

8:II9

8:III9

8IX9 > 8:III9 / 8I:9 ? 1&&

%!' (entral 1o*ernment) State 1o*ernment%s' %c' Iodies (orporate %d' 2inancial nstitutions) Ianks %e' &n" -ther %specif"' Su2-To)*l 8A9819 829 Fore,0( %a' ndi*iduals %NonResident ndi*iduals) 2oreign ndi*iduals' Listing Agreement form f: 1# -

5*)e0orcode

5*)e0or- of +h*reholder

Num2er of To)*l Num2er of To)*l +h*rehold,(0 *+ * Sh*re+ Pled0ed or o)her4,+e +h*reholder+ (um2er +h*re+ held ,( 3erce()*0e of )o)*l e(cum2ered of dem*)er,*l,;ed (um2er of +h*re+ +h*re+ form A+ * A+ * Num2er of A+ * 3erce()*0e 3erce()*0e 3erce()*0e Sh*re+ of 8A<=9 of 8A<=<59

8I9

8II9

8III9

8I:9

8:9

8:I9

8:II9

8:III9

8IX9 > 8:III9 / 8I:9 ? 1&&

%!' Iodies (orporate %c' nstitutions %d' &n" -ther %specif"' Su2-To)*l 8A9829 To)*l Sh*rehold,(0 of Promo)er *(d Promo)er Grou3 8A9> 8A9819<8A9 829 8=9 Pu2l,c +h*rehold,(0= 819 I(+),)u),o(+ %a' 4utual 2unds)LT
=

N.& N.&

N.& N.&

For definitions of Public hareholding, refer to Clause 40A.

Listing Agreement

form f: 1$ -

5*)e0orcode

5*)e0or- of +h*reholder

Num2er of To)*l Num2er of To)*l +h*rehold,(0 *+ * Sh*re+ Pled0ed or o)her4,+e +h*reholder+ (um2er +h*re+ held ,( 3erce()*0e of )o)*l e(cum2ered of dem*)er,*l,;ed (um2er of +h*re+ +h*re+ form A+ * A+ * Num2er of A+ * 3erce()*0e 3erce()*0e 3erce()*0e Sh*re+ of 8A<=9 of 8A<=<59

8I9

8II9

8III9

8I:9

8:9

8:I9

8:II9

8:III9

8IX9 > 8:III9 / 8I:9 ? 1&&

%!' 2inancial nstitutions) Ianks %c' (entral 1o*ernment) State 1o*ernment%s' %d' Jenture (apital 2unds %e' nsurance (ompanies %f' 2oreign nstitutional n*estors %g' 2oreign Jenture (apital n*estors %h' &n" -ther Listing Agreement form f: 1% -

5*)e0orcode

5*)e0or- of +h*reholder

Num2er of To)*l Num2er of To)*l +h*rehold,(0 *+ * Sh*re+ Pled0ed or o)her4,+e +h*reholder+ (um2er +h*re+ held ,( 3erce()*0e of )o)*l e(cum2ered of dem*)er,*l,;ed (um2er of +h*re+ +h*re+ form A+ * A+ * Num2er of A+ * 3erce()*0e 3erce()*0e 3erce()*0e Sh*re+ of 8A<=9 of 8A<=<59

8I9

8II9

8III9

8I:9

8:9

8:I9

8:II9

8:III9

8IX9 > 8:III9 / 8I:9 ? 1&&

829 %a' %!'

%c'

%specif"' Su2-To)*l 8=9819 No(-,(+),)u),o(+ Iodies (orporate ndi*iduals i. ndi*idual shareholders holding nominal share capital up to Rs. : lakh. ii. ndi*idual shareholders holding nominal share capital in excess of Rs. : lakh. &n" -ther form f: 2& -

N.&

N.&

Listing Agreement

5*)e0orcode

5*)e0or- of +h*reholder

Num2er of To)*l Num2er of To)*l +h*rehold,(0 *+ * Sh*re+ Pled0ed or o)her4,+e +h*reholder+ (um2er +h*re+ held ,( 3erce()*0e of )o)*l e(cum2ered of dem*)er,*l,;ed (um2er of +h*re+ +h*re+ form A+ * A+ * Num2er of A+ * 3erce()*0e 3erce()*0e 3erce()*0e Sh*re+ of 8A<=9 of 8A<=<59

8I9

8II9

8III9

8I:9

8:9

8:I9

8:II9

8:III9

8IX9 > 8:III9 / 8I:9 ? 1&&

%specif"' Su2-To)*l 8=9829 To)*l Pu2l,c Sh*rehold,(0 8=9> 8=9819<8=9 829 T@TAL 8A9<8=9 859 Sh*re+ held 25u+)od,*(+ *(d *0*,(+) 4h,ch De3o+,)orRece,3)+ h*/e 2ee( ,++ued GRAND T@TAL 8A9<8=9<859 NA A No) *33l,c*2le Listing Agreement form f: 21 -

N.&

N.&

N.&

N.&

N.&

xxx

% '%!' S)*)eme() +ho4,(0 Sh*rehold,(0 of 3er+o(+ 2elo(0,(0 )o )he c*)e0or- BPromo)er *(d Promo)er Grou3C Sr' N*me of )he +h*reholder No' To)*l Sh*re+ held Num2er A+ * D of 0r*(d )o)*l 8A9 < 8=9 < 859 Sh*re+ 3led0ed or o)her4,+e e(cum2ered Num2er A+ * 3erce()*0e A+ * D of 0r*(d )o)*l 8A9 < 8=9 < 859 of +u2-cl*u+e 8I98*9

8I9 :. <.

8II9

8III9

8I:9

8:9

8:I9 > 8:9 / 8III9? 1&&

8:II9

T@TAL % '%c' S)*)eme() +ho4,(0 Sh*rehold,(0 of 3er+o(+ 2elo(0,(0 )o )he c*)e0or- BPu2l,cC *(d hold,(0 more )h*( 1D of )he )o)*l (um2er of +h*re+ Sr' N*me of )he +h*reholder Num2er Sh*re+ *+ * 3erce()*0e of )o)*l (um2er of +h*re+ E,'e'6 Gr*(d No' of To)*l 8A9<8=9<859 ,(d,c*)ed ,( S)*)eme() *) 3*r* 8I98*9 +h*re+ *2o/eF :. <. T@TAL Listing Agreement form f: 22 -

% '%d' S)*)eme() +ho4,(0 de)*,l+ of locGed-,( +h*re+ Sr' No' :. <. T@TAL % '%a'
Sr' No' S)*)eme() +ho4,(0 de)*,l+ of De3o+,)or- Rece,3)+ 8DR+9 T-3e of ou)+)*(d,(0 DR 8ADR+6 GDR+6 SDR+6 e)c'9 Num2er of ou)+)*(d,(0 DR+ Num2er of Sh*re+ u(derl-,(0 ou)+)*(d,(0 DR+ *+ * +h*re+ 3erce()*0e of )o)*l (um2er of +h*re+ E,'e'6 Gr*(d u(derl-,(0 To)*l 8A9<8=9<859 ,(d,c*)ed ,( S)*)eme() *) 3*r* ou)+)*(d,(0 8I98*9 *2o/eF DR+

N*me of )he +h*reholder

Num2er of LocGed-,( +h*re+ *+ * 3erce()*0e of )o)*l (um2er of +h*re+ locGed-,( E,'e'6 Gr*(d To)*l 8A9<8=9<859 ,(d,c*)ed ,( S)*)eme() *) 3*r* +h*re+ 8I98*9 *2o/eF

:. <. T@TAL

% '%!' S)*)eme() +ho4,(0 Hold,(0 of De3o+,)or- Rece,3)+ 8DR+96 4here u(derl-,(0 +h*re+ *re ,( e.ce++ of 1D of )he )o)*l (um2er of +h*re+
Sr' No' N*me of )he DR Holder T-3e of ou)+)*(d,(0 DR 8ADR+6 GDR+6 SDR+6 e)c'9 Num2er of +h*re+ u(derl-,(0 ou)+)*(d,(0 DR+ Sh*re+ u(derl-,(0 ou)+)*(d,(0 DR+ *+ * 3erce()*0e of )o)*l (um2er of +h*re+ E,'e'6 Gr*(d To)*l 8A9<8=9<859 ,(d,c*)ed ,( S)*)eme() *) 3*r* 8I98*9 *2o/eF

Listing Agreement

form f: 23 -

:. <. T@TAL

Listing Agreement

form f: 2 -

% ' %a' S)*)eme() +ho4,(0 )he /o),(0 3*))er( of +h*reholder+6 ,f more )h*( o(e cl*++ of +h*re+/+ecur,),e+ ,+ ,++ued 2- )he ,++uer' %1i*e description of *oting rights for each class of securit". (lass /9 (lass Q9 (lass R9 ' 5*)e 0orcode 5*)e0or- of +h*reholder Num2er of :o),(0 R,0h)+ held ,( e*ch cl*++ of +ecur,),e+ 5l*++ X 5l*++ I 5l*++ J To)*l :o),(0 R,0h)+ 8III<I:<:9 To)*l :o),(0 R,0h)+ ,'e' 8:I9 A+ * 3erce()*0e of 8A<=9 8:II9 A+ * 3erce()*0e of 8A<=<59 8:III9

8I9 8A9 819 %a' %!' %c' %d' %e'

829 %a'

8II9 Promo)er *(d Promo)er Grou3 I(d,*( ndi*iduals) 0indu Lndi*ided 2amil" (entral 1o*ernment) State 1o*ernment%s' Iodies (orporate 2inancial nstitutions) Ianks &n" -ther %specif"' Su2-To)*l 8A9819 Fore,0( ndi*iduals %NonResident ndi*iduals) 2oreign ndi*iduals'

8III9

8I:9

8:9

8:I9

Listing Agreement

form f: 2! -

Iodies (orporate nstitutions &n" -ther %specif"' Su2-To)*l 8A9829 To)*l Sh*rehold,(0 of Promo)er *(d Promo)er Grou3 8A9> 8A9819<8A9829 8=9 Pu2l,c +h*rehold,(0 819 I(+),)u),o(+ %a' 4utual 2unds)LT %!' 2inancial nstitutions) Ianks %c' (entral 1o*ernment) State 1o*ernment%s' %d' Jenture (apital 2unds %e' nsurance (ompanies %f' 2oreign nstitutional n*estors %g' 2oreign Jenture (apital n*estors %h' &n" -ther %specif"' Su2-To)*l 8=9819 829 No(-,(+),)u),o(+ %a' Iodies (orporate %!' ndi*iduals iii. ndi*idual shareholders Listing Agreement

%!' %c' %d'

form f: 2" -

%c'

859

holding nominal share capital up to Rs. : lakh. i!. ndi*idual shareholders holding nominal share capital in excess of Rs. : lakh. &n" -ther %specif"' Su2-To)*l 8=9829 To)*l Pu2l,c Sh*rehold,(0 8=9> 8=9819<8=9829 T@TAL 8A9<8=9 Sh*re+ held 25u+)od,*(+ *(d *0*,(+) 4h,ch De3o+,)or- Rece,3)+ h*/e 2ee( ,++ued GRAND T@TAL 8A9<8=9<859

Listing Agreement

form f: 2# -

=B. &part from compl"ing with all specific re8uirements as a!o*e$ the ssuer will intimate to the Stock Exchanges$ where the compan" is listed immediatel" of e*ents such as strikes$ lock outs$ closure on account of power cuts$ etc. and all e*ents which will ha*e a !earing on the performance ) operations of the compan" as well as price sensiti*e information !oth at the time of occurrence of the e*ent and su!se8uentl" after the cessation of the e*ent in order to ena!le the securit"holders and the pu!lic to appraise the position of the ssuer and to a*oid the esta!lishment of a false market in its securities. n addition$ the ssuer will furnish to NSE on re8uest such information concerning the ssuer as the NSE ma" reasona!l" re8uire. The material e*ents ma" !e e*ents such as9 5h*(0e ,( )he 0e(er*l ch*r*c)er or (*)ure of 2u+,(e++ 7ithout preHudice to the generalit" of (lause <E of the Listing &greement the ssuer will promptl" notif" the Exchange of an" material change in the general character or nature of its !usiness where such change is !rought a!out !" the ssuer entering into or proposing to enter into an" arrangement for technical$ manufacturing$ marketing or financial tie-up or !" reason of the ssuer$ selling or disposing of or agreeing to sell or dispose of an" unit or di*ision or !" the ssuer$ enlarging$ restricting or closing the operations of an" unit or di*ision or proposing to enlarge$ restrict or close the operations of an" unit or di*ision or otherwise. D,+ru3),o( of o3er*),o(+ due )o (*)ur*l c*l*m,)The issuer will soon after the occurrence of an" natural calamit" like earth8uake$ flood or fire disrupti*e of the operation of an" one or more units of the ssuer keep the Exchange informed of the details of the damage caused to the unit there!" and whether the loss)damage has !een co*ered !" insurance and without dela" furnish to the Exchange an estimate of the loss in re*enue or production arising therefrom$ and the steps taken to restore normalc"$ in order to ena!le the securit" holders and the pu!lic to appraise the position of the issue and to a*oid the esta!lishment of a false market in its securities. 5omme(ceme() of 5ommerc,*l Produc),o(/5ommerc,*l @3er*),o(+ The issuer will promptl" notif" the Exchange the commencement of commercial)production or the commencement of commercial operations of an" unit)di*ision where re*enue from the unit)di*ision for a full "ear of production or operations is estimated to !e not less than ten per cent of the re*enues of the ssuer for the "ear. De/elo3me()+ 4,)h re+3ec) )o 3r,c,(0/re*l,+*),o( *r,+,(0 ou) of ch*(0e ,( )he re0ul*)or- fr*me4orG The ssuer will promptl" inform the Exchange of the de*elopments with respect to pricing of or in realisation on its goods or ser*ices %which are su!Hect to price or distri!ution$ control)restriction !" the 1o*ernment or other statutor" authorities$ whether !" wa" of 8uota$ fixed rate of return$ or otherwise' arising out of modification or change in 1o*ernmentOs or other authorities6 policies pro*ided the change can reasona!l" !e expected to ha*e a material impact on its present or future operations or its profita!ilit". Listing Agreement form f: 2$ -

 L,),0*),o( /d,+3u)e 4,)h * m*)er,*l ,m3*c) The issuer will promptl" after the e*ent inform the Exchange of the de*elopments with respect to an" dispute in conciliation proceedings$ litigation$ assessment$ adHudication or ar!itration to which it is a part" or the outcome of which can reasona!l" !e expected to ha*e a material impact on its present or future operations or its profita!ilit" or financials. Re/,+,o( ,( R*),(0+ The ssuer will promptl" notif" the Exchange$ the details of an" rating or re*ision in rating assigned to an" de!t or e8uit" instrument of the ssuer or to an" fixed deposit programme or to an" scheme or proposal of the ssuer in*ol*ing mo!ilisation of funds whether in ndia or a!road pro*ided the rating so assigned has !een 8uoted$ referred to$ reported$ relied upon or otherwise used !" or on !ehalf of the ssuer. 09 A(- o)her ,(form*),o( h*/,(0 2e*r,(0 o( )he o3er*),o(/3erform*(ce of )he com3*(- *+ 4ell *+ 3r,ce +e(+,),/e ,(form*),o( 4h,ch ,(clude+ 2u) (o) re+)r,c)ed )oK :. ssue of an" class of securities. <. &c8uisition$ merger$ de-merger$ amalgamation$ restructuring$ scheme of arrangement$ spin off of setting di*isions of the compan"$ etc. =. (hange in market lot of the compan"Os shares$ su!-di*ision of e8uit" shares of the compan". >. Joluntar" delisting !" the compan" from the stock exchange%s'. A. 2orfeiture of shares. B. &n" action which will result in alteration in the terms regarding redemption)cancellation)retirement in whole or in part of an" securities issued !" the compan". C. nformation regarding opening$ closing of status of &3R$ 13R or an" other class of securities to !e issued a!road. D. (ancellation of di*idend)rights)!onus$ etc. The a!o*e information should !e made pu!lic immediatel". =C. The ssuer agrees to permit NSE to make a*aila!le immediatel" to its mem!ers and to the Press an" information supplied !" the ssuer in compliance with an" of the listing re8uirements pro*ided that in cases where it is contended that such disclosure might !e detrimental to the ssuer6s interest a special su!mission to that effect ma" !e made for the consideration of NSE when furnishing the information. =D. a' Pa"ment of Listing 2ees to the Exchange9 The ssuer agrees that as soon as its Securities are listed on NSE$ it will pa" to the NSE an initial listing fee as prescri!ed in Schedule III annexed hereto and made a part thereof$ and that thereafter$ so long as the Securities continue to !e listed on Listing Agreement form f: 2% -

NSE$ it will pa" to NSE on or !efore &pril =G$ in each "ear an &nnual Listing 2ee computed on the !asis of the capital of the ssuer as on 4arch =: and worked out as pro*ided in Schedule III annexed hereto and made a part thereof. The ssuer also agrees that it shall pa" the additional &nnual Listing 2ee$ at the time of making application for listing of Securities arising out of further issue$ as is computed in terms of Schedule III annexed hereto and made a part thereof for an" addition in the capital after 4arch =:. =D. !' Pa"ment of &nnual (ustodial 2ees to 3epositories9 The issuer agrees to pa" to the depositories &nnual (ustodian 2ee at such rates as specified !" SEI from time to time. The issuer agrees that failure to pa" the fee will attract such penal action !" SEI as deemed fit. =E&. The ssuer agrees that in the e*ent of application for listing !eing granted in pursuance of this agreement shall !e su!Hect to the Rules$ I"e-laws and Regulations of NSE in regard to listing of securities which now are or hereafter ma" !e in force. &s a pre-condition for continued listing the ssuer further undertakes to forthwith compl" with such future conditions as ma" !e stipulated !" NSE from time to time as conditions and re8uirements for listing of securities. =EI. 7ithout preHudice to the generalit" of (lause =E& a!o*e$ the ssuer agrees and undertakes$ as a pre-condition for continued listing of securities hereunder$ to compl" with an" regulations$ re8uirements$ practices and procedures as ma" !e laid down !" the NSE for the purpose of immo!ilisation or dematerialisation of securities hereunder in pursuance of the then pre*ailing statutes and)or statutor" regulations$ to facilitate scripless trading. =E(. The issuer shall not make a rights issue$ where the aggregate *alue of the securities$ including premium$ if an"$ exceeds Rs. AG Lakhs$ unless a categor" 4erchant Ianker holding a *alid certificate of registration issued !" SEI has !een appointed to manage the issue and has su!mitted the offer document to SEI $ where*er re8uired under the applica!le SEI guidelines) regulations. >G&. F M,(,mum le/el of 3u2l,c +h*rehold,(0 "i# The compan" agrees to maintain on a continuous !asis$ pu!lic shareholding of at least <AP of the total num!er of issued shares of a class or kind$ for e*er" such class or kind of its shares which are listed. 7here the compan" offers or has in the past offered a particular class or kind of its shares to the pu!lic to the extent of at least :GP of the issue si@e in terms of Rule :E%<'%!' of the Securities (ontracts %Regulations' Rules$ :EAC$ it agrees to maintain on a continuous !asis$ pu!lic shareholding of at least :GP of the total num!er of issued shares of such class or kind.

"ii#

Listing Agreement

form f: 3& -

"iii#

7here the num!er of outstanding listed shares of an" class or kind of the compan" are two crore or more and the market capitali@ation of such compan" in respect of shares of such class or kind is Rs. :GGG crore or more$ it agrees to maintain on a continuous !asis$ pu!lic shareholding of at least :GP of the total num!er of issued shares of such class or kind. 7here$ as on 4a" :$ <GGB$ the shares of a particular class or kind issued !" the compan" are listed and the pu!lic shareholding in respect of shares of such class or kind is less than <AP or :GP$ as the case ma" !e$ of the total num!er of issued shares of such class or kind$ the compan" agrees to increase pu!lic shareholding in respect of shares of such class or kind to <AP or :GP$ as the case ma" !e$ within such period as ma" !e appro*ed !" the Specified Stock Exchange %SSE' !ut not exceeding two "ears from the said date. Pro*ided that the SSE ma"$ on an application made !" the compan" and after satisf"ing itself a!out the ade8uac" of steps taken !" the compan" to increase its pu!lic shareholding and genuineness of the reasons su!mitted !" the compan" for not reaching the minimum le*el of pu!lic shareholding and after recording reasons in writing$ extend the time for compliance with the re8uirement of minimum le*el of pu!lic shareholding !" a further period not exceeding one "ear.

"i!#

"!#

7here the pu!lic shareholding in a compan" in respect of shares of such class or kind is less than <AP or :GP$ as the case ma" !e$ of the total num!er of issued shares of such class or kind$ the compan" agrees not to dilute in an" wa" its pu!lic shareholding$ except for super*ening extraordinar" e*ents$ including$ !ut not limited to e*ents specified in su!-clause %*ii' of (lause >G&$ with the prior appro*al of the SSE. The compan" agrees not to make an" allotment of its shares to its promoters or entities !elonging to its promoter group$ except on account of super*ening extraordinar" e*ents$ including$ !ut not limited to e*ents specified in su!clause %*ii' of (lause >G&$ or make an" offer to !u"!ack its shares or !u" its shares for the purpose of making sponsored issuance of depositor" receipts or take an" other step$ including issuance of depositor" receipts$ if it results in reducing the pu!lic shareholding !elow the minimum le*el of <AP or :GP$ as the case ma" !e.

"!i#

"!ii#

7here the pu!lic shareholding in an" class or kind of shares of a compan" falls !elow the minimum le*el of pu!lic shareholding on account of super*ening extraordinar" e*ents$ including$ !ut not limited to "a# issuance or transfer of shares in compliance with directions of a regulator" or statutor" authorit" or court or tri!unal; "b# issuance or transfer of shares in compliance with the SEI %Su!stantial &c8uisition of Shares and Takeo*ers' Regulations$ :EEC; Listing Agreement form f: 31 -

"c# "d#

re-organi@ation of capital !" wa" of a scheme of arrangement; and issuance or transfer of shares under a restructuring plan appro*ed in compliance with the (orporate 3e!t Restructuring S"stem laid down !" the Reser*e Iank of ndia$ the SSE ma"$ after examining and satisf"ing itself a!out the circumstances of the case and after recording reasons in writing$ extend the time for compliance with the re8uirement of minimum le*el of pu!lic shareholding !" a further period not exceeding one "ear. Pro*ided that the SSE ma"$ on an application made !" the compan" and after satisf"ing itself a!out the ade8uac" of steps taken !" the compan" to increase its pu!lic shareholding and genuineness of the reasons su!mitted !" the compan" for not reaching the minimum le*el of pu!lic shareholding and after recording reasons in writing$ extend the time for compliance with the re8uirement of minimum le*el of pu!lic shareholding !" a further period not exceeding one "ear. "!iii# The compan" agrees that in the e*ent of su!-clauses %i*' or %*ii' !ecoming applica!le$ it shall forthwith adopt an" of the following methods to raise the pu!lic shareholding to the minimum le*el9 "a# issuance of shares to pu!lic through prospectus; "b# offer for sale of shares held !" promoters to pu!lic through prospectus; "c# sale of shares held !" promoters through the secondar" market; or "d# an" other method which does not ad*ersel" affect the interest of minorit" shareholders. Pro*ided that for the purpose of adopting methods specified at su!-clauses %c' and %d' a!o*e$ the compan" agrees to take prior appro*al of the SSE which ma" impose such conditions as it deems fit. "i$# 7here a compan" fails to compl" with this clause$ its shares shall !e lia!le to !e delisted in terms of the 3elisting 1uidelines ) Regulations$ if an"$ prescri!ed !" SEI in this regard and the compan" shall !e lia!le for penal actions under the Securities (ontracts %Regulation' &ct$ :EAB and the Securities and Exchange Ioard of ndia &ct$ :EE<.

"$#

Nothing contained in su!-clauses %i' to %*ii' shall appl" to F "a# a compan" in respect of which reference is or has !een made to the Ioard for ndustrial and 2inancial Reconstruction under the Sick ndustrial (ompanies %Special Pro*isions' &ct$ :EDA or to the National (ompan" Law Tri!unal under Section ><>& of the (ompanies &ct$ :EAB and such reference is pending or a compan" in respect of which an" reha!ilitation scheme is sanctioned !" the Ioard for ndustrial and 2inancial Reconstruction or the National (ompan" Law Tri!unal Listing Agreement form f: 32 -

"b# "c#

pursuant thereto and is pending full implementation or an" appeal is pending regarding such reference or scheme !efore the &ppellate &uthorit" for ndustrial and 2inancial Reconstruction or National (ompan" Law &ppellate Tri!unal; a go*ernment compan" as defined under Section B:C of the (ompanies &ct$ :EAB; or$ an infrastructure compan" as defined in clause :.<.:%x*' of the SEI %3isclosure and n*estor Protection' 1uidelines$ <GGG.

E.3l*(*),o(: 2or the purposes of this clause F %. The term +market capitali@ation, shall mean the a*erage market capitali@ation for the pre*ious financial "ear. The a*erage shall !e computed as the sum of dail" market capitali@ation o*er one "ear$ di*ided !" the num!er of trading da"s. The market capitali@ation so arri*ed at shall !e considered for the succeeding four 8uarters. The term +pu!lic shareholding, shall exclude F "a# shares held !" promoters and promoter group; and "b# shares which are held !" custodians and against which depositor" receipts are issued o*erseas. The terms ,promoter, and +promoter group, shall ha*e the same meaning as is assigned to them under Explanations $ and to su!-clause %m' of clause B.D.=.< of the SEI %3isclosure and n*estor Protection' 1uidelines$ <GGG. Pro*ided that for the purposes of (lause >G&$ clause %c' of the said Explanation shall !e read as under9 +the person or persons named in the prospectus as promoter%s' or the person or persons named as promoter%s' in the filings with the stock exchanges$ whiche*er is later., 4. The terms +prospectus, and +Sualified nstitutional Iu"ers, shall ha*e the same meaning as is assigned to them under the SEI %3isclosure and n*estor Protection' 1uidelines$ <GGG. The term +Specified Stock Exchange %SSE', shall mean "a# in cases where the compan" is listed in one stock exchange onl"$ then that stock exchange; "b# in cases where the compan" is listed in one or more than one stock exchange ha*ing nation wide trading terminal and ) or in one or more stock exchange not ha*ing nation wide trading terminal$ then all such stock exchanges ha*ing nation wide trading terminals; and form f: 33 -

&.

'.

(.

Listing Agreement

"c#

in cases where the compan" is listed in more than one stock exchange and all such stock exchanges do not ha*e nationwide trading terminals$ then the stock exchange which was chosen as the 3esignated Stock Exchange !" the compan" for the pre*ious issue of its shares. -r the regional Stock Exchange$ as ma" !e applica!le.

>G I F T*Ge @/er @ffer & compan" agrees that it is a condition for continued listing that whene*er the take-o*er offer is made or there is an" change in the control of the management of the compan"$ the person who secures the control of the management of the compan" and the compan" whose shares ha*e !een ac8uired shall compl" with the rele*ant pro*isions of the SEI %Su!stantial &c8uisition of Shares and Takeo*ers' Regulations$ :EEC.
4%. The compan" agrees to compl" with the following pro*isions9

I9 Pre3*r*),o( *(d Su2m,++,o( of F,(*(c,*l Re+ul)+ a' The financial results filed and pu!lished in compliance with this clause shall !e prepared on the !asis of accrual accounting polic" and in accordance with uniform accounting practices adopted for all the periods. !' The compan" shall su!mit its 8uarterl"$ "ear to date and annual financial results to the stock exchange in the manner prescri!ed in this clause. c' The compan" has an option either to su!mit audited or unaudited 8uarterl" and "ear to date financial results to the stock exchange within fort"-fi*e da"s of end of each 8uarter %other than the last 8uarter'$ su!Hect to the following9 %i' n case the compan" opts to su!mit unaudited financial results$ the" shall !e su!Hected to limited re*iew !" the statutor" auditors of the compan" %or in case of pu!lic sector undertakings$ !" an" practicing (hartered &ccountant' and a cop" of the limited re*iew report shall !e furnished to the stock exchange within fort"-fi*e da"s from end of the 8uarter. %ii' n case the compan" opts to su!mit audited financial results$ the" shall !e accompanied !" the audit report. d' n respect of the last 8uarter$ the compan" has an option either to su!mit unaudited financial results for the 8uarter within fort"-fi*e da"s of the end of the financial "ear or to su!mit audited financial results for the entire financial "ear within sixt" da"s of the end of the financial "ear$ su!Hect to the following9 %i' n case the compan" opts to su!mit un-audited financial results for the last 8uarter$ it shall also su!mit audited financial results for the entire financial "ear$ as soon as the" are appro*ed !" the Ioard. Such un-audited financial results for the last 8uarter shall also !e su!Hected to limited re*iew !" the statutor" auditors of the compan" %or in case of pu!lic sector undertakings$ !" an" practicing (hartered &ccountant' and a cop" of the limited re*iew report shall !e furnished to the stock exchange within fort"-fi*e da"s from end of the 8uarter Listing Agreement form f: 3 -

%ii' n case the compan" opts to su!mit audited financial results for the entire financial "ear$ it shall intimate the stock exchange in writing within fort"fi*e da"s of the end of the financial "ear$ a!out such exercise of option. e' f the compan" has su!sidiaries$ %i' it ma"$ in addition to su!mitting 8uarterl" and "ear to date stand alone financial results to the stock exchange under item %c' i.e. within fort"-fi*e da"s of the end of the 8uarter$ also su!mit 8uarterl" and "ear to date consolidated financial results within fort"-fi*e da"s from the end of the 8uarter; and %ii' while su!mitting annual audited financial results prepared on stand-alone !asis under item %c'$ it shall also su!mit annual audited consolidated financial results to the stock exchange within sixt" da"s from the end of the financial "ear. ea' &s a part of its audited or unaudited financial results for the half-"ear$ the compan" shall also su!mit !" wa" of a note$ a statement of assets and lia!ilities as at the end of the half-"ear. eaa' 0owe*er$ when a compan" opts to su!mit un-audited financial results for the last 8uarter of the financial "ear$ it shall$ su!mit a statement of assets and lia!ilities as at the end of the financial "ear onl" along with the audited financial results for the entire financial "ear$ as soon as the" are appro*ed !" the Ioard., f' The financial results co*ered under this su!-clause shall !e su!mitted to the stock exchange within fifteen minutes of conclusion of the meeting of the Ioard or (ommittee in which the" were appro*ed pursuant to su!-clause % '$ through such mode as ma" !e specified !" the stock exchange. g' n case the compan" has su!sidiaries and it opts to su!mit consolidated financial results as mentioned at %e' a!o*e$ it ma" su!mit the consolidated financials as per the nternational 2inancial Reporting Standards % 2RS' notified !" the nternational &ccounting Standards Ioard.

h' The compan" shall ensure that the limited re*iew)audit reports su!mitted to the stock exchanges on a 8uarterl")annual !asis shall !e gi*en onl" !" an auditor who has su!Hected himself to the peer re*iew process of nstitute of (hartered &ccountants of ndia % (& ' and holds a *alid certificate issued !" the Peer Re*iew Ioard of the (& .

Listing Agreement

form f: 3! -

II9 M*((er of *33ro/*l *(d *u)he(),c*),o( of )he f,(*(c,*l re+ul)+ a' The 8uarterl" financial results su!mitted under su!-clause % ' shall !e appro*ed !" the Ioard of 3irectors of the compan" or !" a committee thereof$ other than the audit committee. Pro*ided that when the 8uarterl" financial results are appro*ed !" the (ommittee the" shall !e placed !efore the Ioard at its next meeting9 Pro*ided further than while placing the financial results !efore the Ioard$ the (hief Executi*e -fficer and (hief 2inancial -fficer of the compan"$ !" whate*er name called$ shall certif" that the financial results do not contain an" false or misleading statement or figures and do not omit an" material fact which ma" make the statements or figures contained therein misleading. !' The (ommittee mentioned in item %a' a!o*e shall consist of not less than one third of the directors and shall include the managing director and at least one independent director. c' The financial results su!mitted to the stock exchange shall !e signed !" the (hairman or managing director$ or a whole time director. n the a!sence of all of them$ it shall !e signed !" an" other director of the compan" who is dul" authori@ed !" the Ioard to sign the financial results. d' The limited re*iew report mentioned in su!-clause % ' %c'%i' shall !e placed !efore the Ioard of directors or the (ommittee mentioned in item %!' a!o*e ! !efore !eing su!mitted to the stock exchange where the *ariation Tas mentioned in (lause >: % J' %a'U !etween un-audited financials and financials amended pursuant to limited re*iew for the same period$ exceeds :GP. Pro*ided that when the limited re*iew report is placed !efore the (ommittee the" shall also !e placed !efore the Ioard at its next meeting. e' The annual audited financial results shall !e appro*ed !" the Ioard of 3irectors of the compan" and shall !e signed in the manner specified in item %c'. III9 I(),m*),o( of =o*rd Mee),(0 a' The compan" shall gi*e prior intimation of the date and purpose of meetings of the Ioard or (ommittee in which the financial results will !e considered under su!-clause % '%a' or % '%e'$ as the case ma" !e$ at least se*en clear calendar da"s prior to the meeting %excluding the date of the intimation and date of the meeting'. !' The compan" shall also simultaneousl" issue a pu!lic notice in at least in one English dail" newspaper circulating in the whole or su!stantiall" the whole of ndia and in one dail" newspaper pu!lished in the language of the region$ where the registered office of the compan" is situated.

Listing Agreement

form f: 3" -

I:9 @)her re1u,reme()+ *+ )o f,(*(c,*l re+ul)+ a' 7here there is a *ariation !etween the unaudited 8uarterl" or "ear to date financial results and the results amended pursuant to limited re*iew for the same period$ and F %i' the *ariation in net profit or net loss after tax is in excess of :GP or Rs.:G lakhs$ whiche*er is higher; or %ii' the *ariation in exceptional or extraordinar" items is in excess of :GP or Rs.:G lakhs$ whiche*er is higher the compan" shall su!mit to the stock exchange an explanation of the reasons for *ariations$ while su!mitting the limited re*iew report. The explanation of *ariations so su!mitted shall !e appro*ed !" the Ioard of 3irectors9 Pro*ided that in case of results for the last 8uarter$ the a!o*e su!-clause shall appl" in respect of *ariation$ if an"$ !etween the "ear to date figures contained in the unaudited results and the figures contained in the annual audited results. !' f the auditor has expressed an" 8ualification or other reser*ation in respect of audited financial results su!mitted or pu!lished under this clause$ the compan" shall disclose such 8ualification or other reser*ation and impact of the same on the profit or loss$ while pu!lishing or su!mitting such results. c' f the auditor has expressed an" 8ualification or other reser*ation in his audit report or limited re*iew report in respect of the financial results of an" pre*ious financial "ear or 8uarter which has an impact on the profit or loss of the reporta!le period$ the compan" shall include as a note to the financial results F %i' how the 8ualification or other reser*ation has !een resol*ed; or %ii' if it has not !een resol*ed$ the reason therefore and the steps which the compan" intends to take in the matter. d' f the compan" has changed its name suggesting an" new line of !usiness$ it shall disclose the net sales or income$ expenditure and net profit or loss after tax figures pertaining to the said new line of !usiness separatel" in the financial results and shall continue to make such disclosures for the three "ears succeeding the date of change in name. Pro*ided that tax expense shall !e allocated !etween the said new line of !usiness and other !usiness of the compan" in the ratio of the respecti*e figures of net profit !efore tax$ su!Hect to an" exemption$ deduction or concession a*aila!le under the tax laws. e' f the compan" had not commenced commercial production or commercial operations during the reporta!le period$ the compan" shall$ instead of su!mitting financial results$ disclose the details of amount raised$ the portions thereof which is utili@ed and that remaining unutili@ed$ the details of in*estment made pending utilisation$ !rief description of the proHect which is pending completion$ status of the proHect and expected date of commencement of commercial production or commercial operations. Explanation9 2or the purposes of this item F Listing Agreement form f: 3# -

%i' the details mentioned a!o*e$ shall !e appro*ed !" the Ioard or a (ommittee thereof$ !ased on certification !" the (hief Executi*e -fficer and (hief 2inancial -fficer$ in compliance with su!-clause % '; %ii' the expression +amounts raised, shall mean the proceeds of an" issue of shares or de!entures made !" the compan". f' The 8uarterl" and "ear to date results shall !e prepared in accordance with the recognition and measurement principles laid down in &ccounting Standard <A %&S <A F nterim 2inancial Reporting' issued !" the nstitute of (hartered &ccountants of ndia % (& ')(ompan" %&ccounting Standards' Rules$ <GGB$ whiche*er is applica!le. g' &ll items of income and expenditure arising out of transactions of exceptional nature shall !e disclosed. h' Extraordinar" items$ if an"$ shall !e disclosed in accordance with &ccounting Standard A %&S A F Net Profit or Loss for the Period$ Prior Period tems and (hanges in &ccounting Policies' issued !" the nstitute of (hartered &ccountants of ndia % (& ')(ompan" %&ccounting Standards' Rules$ <GGB$ whiche*er is applica!le. i' (hanges in accounting policies$ if an"$ shall !e disclosed in accordance with &ccounting Standard A %&S A F Net Profit or Loss for the Period$ Prior Period tems and (hanges in &ccounting Policies' issued !" the nstitute of (hartered &ccountants of ndia % (& ')(ompan" %&ccounting Standards' Rules$ <GGB$ whiche*er is applica!le. H' (ompanies$ whose re*enues are su!Hect to material seasonal *ariations$ shall disclose the seasonal nature of their acti*ities. n addition$ the" ma" supplement their financial results with information for the :< months period ending on the last da" of the 8uarter for the current and preceding "ears on a rolling !asis. k' The compan" shall disclose an" e*ent or transaction which occurred during or !efore the 8uarter that is material to an understanding of the results for the 8uarter including !ut not limited to completion of expansion and di*ersification programmes$ strikes and lock-outs$ change in management and change in capital structure. The compan" shall also disclose similar material e*ents or transactions that take place su!se8uent to the end of the 8uarter. l' The compan" shall disclose the following in respect of di*idends paid or recommended for the "ear$ including interim di*idends9 %i' amount of di*idend distri!uted or proposed for distri!ution per share; the amounts in respect of different classes of shares shall !e distinguished and the nominal *alues of shares shall also !e indicated; %ii' where di*idend is paid or proposed to !e paid pro-rata for shares allotted during the "ear$ the date of allotment and num!er of shares allotted$ pro-rata amount of di*idend per share and the aggregate amount of di*idend paid or proposed to !e paid on pro-rata !asis. m' The compan" shall disclose the effect on the financial results of material changes in the composition of the compan"$ if an"$ including !ut not limited Listing Agreement form f: 3$ -

to !usiness com!inations$ ac8uisitions or disposal of su!sidiaries and long term in*estments$ an" other form of restructuring and discontinuance of operations. n' The compan" shall also disclose the num!er of in*estor complaints pending at the !eginning of the 8uarter$ those recei*ed and disposed of during the 8uarter and those remaining unresol*ed at the end of the 8uarter. :9 Form*)+ a' The 8uarterl" financial results shall !e in the format gi*en in &nnexure for companies other than !anks and that gi*en in &nnexure for !anks. !' 4anufacturing$ trading and ser*ice companies$ which ha*e followed functional %secondar"' classification of expenditure in the annual profit and loss account pu!lished in the most recent annual report or which proposed to follow such classification for the current financial "ear$ ma" furnish 8uarterl" financial results in the alternati*e format gi*en in &nnexure . The alternati*e format can !e used onl" if such format is used consistentl" from the first 8uarter of the financial "ear. c' (onsolidated financial results shall !e in the same format as is applica!le to stand-alone financial results. &dditionall"$ details relating to minorit" interest$ share of associates and other related items shall !e separatel" gi*en as additional row items. d' &nnual audited financial results shall !e in the format as is applica!le to 8uarterl" financial results. 0owe*er$ columns and figures relating to the last 8uarter$ "ear to date results and corresponding three months in pre*ious "ear need not !e gi*en. e' f the compan" has more than one reporta!le primar" segment in terms of &ccounting Standard :C %&S :C F Segment Reporting' issued !" (& )(ompan" %&ccounting Standards' Rules$ <GGB$ it shall also su!mit 8uarterl" or annual segment information as part of financial results in the format gi*en in &nnexure J. f' Limited re*iew reports shall !e gi*en !" auditors in the format gi*en in &nnexure J for companies other than !anks %including those using the alternati*e format of financial results' and in the format gi*en in &nnexure J for !anks. g' n case of audited financial reports$ the audit report shall !e gi*en in the format gi*en in &nnexure J for companies other than !anks %including those using the alternati*e format of financial results' and in the format gi*en in &nnexure J for !anks. h' 3isclosure of Ialance Sheet items as per items %ea' shall !e in the format specified in &nnexure / drawn from Schedule J of the (ompanies &ct$ or its e8ui*alent formats in other statutes$ as applica!le.

Listing Agreement

form f: 3% -

:I9 Pu2l,c*),o( of f,(*(c,*l re+ul)+ ,( (e4+3*3er+ a' The compan" shall$ within >D hours of conclusion of the Ioard or (ommittee meeting at which the financial results were appro*ed$ pu!lish a cop" of the financial results which were su!mitted to the stock exchange in at least in one English dail" newspaper circulating in the whole or su!stantiall" the whole of ndia and in one dail" newspaper pu!lished in the language of the region$ where the registered office of the compan" is situated9 Pro*ided that where the compan" has opted to su!mit audited financial results under su!-clause %c'%ii'$ it shall also pu!lish the 8ualifications or reser*ations$ if an"$ expressed !" the auditor together with the audited results. !' 7here the compan" has su!mitted consolidated financial results in addition to stand-alone financial results under su!-clause % ' %e'$ it shall pu!lish +consolidated financial results alongwith the following items on a stand-alone !asis$ as a foot note9- %a' Turno*er %!' Profit !efore tax %c' Profit after tax, in the newspapers$ su!Hect to the following9 %i' t shall intimate the stock exchange in the first 8uarter of the financial "ear or within such extended period as ma" !e specified !" SEI in this regard and shall not change the same during the financial "ear; %ii' n case the compan" changes its option in an" su!se8uent "ear$ it shall furnish compara!le figures for the pre*ious "ear in accordance with the option exercised for the current "ear. %iii' t shall gi*e a reference in the newspaper pu!lication$ to the places$ such as the compan"6s we!site and stock exchanges6 we!sites$ where the standalone results of the compan" are a*aila!le. %i*' (ompanies that are re8uired to prepare consolidated financial results for the first time at the end of a financial "ear shall exercise the option mentioned at %!' a!o*e in respect of the 8uarter during the financial "ear in which the" first ac8uire the su!sidiar". :II9 I()er3re)*),o( 2or the purposes of this clause$ a' 5financial "ear6 means the period of twel*e months commencing on the first da" of &pril e*er" "ear$ su!Hect howe*er to items %e' to %h'; !' 5annual results6 mean the financial results prepared in accordance with this clause in respect of a financial "ear; c' 58uarter6 means the period of three months commencing on the first da" of &pril$ Jul"$ -cto!er or Januar" of a financial "ear$ su!Hect howe*er to items %e' to %h'; d' 58uarterl" results6 mean the financial results prepared in accordance with this clause in respect of a 8uarter; e' if the duration of financial "ear of the compan" is more than :< months !ut does not exceed :A months$ there shall !e A 8uarters in a financial "ear; Listing Agreement form f: & -

f' if the duration of financial "ear of the compan" is more than :A months !ut does not exceed :D months$ there shall !e B 8uarters in a financial "ear. g' the compan" ma" at its option ha*e a financial "ear commencing on a date other than the first da" of &pril; h' the compan" ma" at its option ha*e 8uarters commencing on dates other than those mentioned at item %c'. VVVVVVVV

Listing Agreement

form f: 1 -

ANNEXLRE I T@ 5LALSE 1 Form*) for +u2m,)),(0 )he 1u*r)erl- f,(*(c,*l re+ul)+ 2- com3*(,e+ o)her )h*( 2*(G+' %Rs. in lakhs' P*r),cul*r+ 3 mo()h+ e(ded 5orre+3o(d,(0 3 8dd/mm/----9 mo()h+ e(ded ,( )he 3re/,ou+ -e*r 8dd/mm/----9 &udited) LnauditedV %a' Net Sales) ncome -perations %!' -ther -perating ncome from &udited) LnauditedV Ie*r )o d*)e Ie*r )o d*)e f,0ure+ for f,0ure+ for )he curre() 3er,od 3re/,ou+ -e*r e(ded e(ded 8dd/mm/----9 8dd/mm/----9 &udited) &udited) LnauditedV LnauditedV Pre/,ou+ *ccou(),(0 -e*r e(ded 8dd/mm/----9 &udited) LnauditedV

<. Expenditure a. ncrease)decrease in stock in trade and work in progress !. (onsumption of raw materials c. Purchase of traded goods d. Emplo"ees cost e. 3epreciation f. -ther expenditure g. Total %&n" item exceeding :GP of the total expenditure to !e shown separatel"' =. Profit from -perations !efore -ther ncome$ nterest M Listing Agreement form f: 2 -

Exceptional tems %:-<' >. -ther ncome A. Profit !efore nterest M Exceptional tems %=W>' B. nterest C. Profit after nterest !ut !efore Exceptional tems %A-B' D. Exceptional tems E. Profit %W') Loss %-' from -rdinar" &cti*ities !efore tax %CWD' :G. Tax expense ::. Net Profit %W')Loss%-' from -rdinar" &cti*ities after tax %E:G' :<. Extraordinar" tem %net of tax expense RsXX.' :=. Net Profit %#')Loss%-' for the period %::-:<' :>. Paid-up e8uit" share capital %2ace Jalue of the Share shall !e indicated' :A. Reser*e excluding Re*aluation Reser*es as per !alance sheet of pre*ious accounting "ear :B. Earnings Per Share %EPS' %a' Iasic and diluted EPS !efore Extraordinar" items for the period$ for the "ear to date and for the pre*ious "ear %not to !e annuali@ed' %!' Iasic and diluted EPS after Extraordinar" items for the Listing Agreement form f: 3 -

period$ for the "ear to date and for the pre*ious "ear %not to !e annuali@ed' :C. Pu!lic shareholding - Num!er of shares - Percentage of shareholding :D. Promoters and Promoter 1roup Shareholding VV a' Pledged ) Encum!ered - Num!er of shares - Percentage of shares %as a P of the total shareholding of promoter and promoter group' - Percentage of shares %as a P of the total share capital of the compan"' !' Non - encum!ered - Num!er of shares - Percentage of shares %as a P of the total shareholding of the Promoter and Promoter group' - Percentage of shares %as a P of the total share capital of the compan"'

V strike off whiche*er is not applica!le VV for the 8uarter ended 3ecem!er <GGD$ 4arch <GGE$ June <GGE and Septem!er <GGE onl" the figures for rele*ant 8uarter needs to !e disclosed.

Listing Agreement

form f:

A((e.ure II )o 5l*u+e 1 Form*) for +u2m,)),(0 )he 1u*r)erl- f,(*(c,*l re+ul)+ 2- 2*(G+ %Rs in Lakhs' P*r),cul*r+ 3 mo()h+ e(ded 8dd/mm/----9 5orre+3o(d,(0 3 mo()h+ e(ded 8dd/mm/----9 ,( )he 3re/,ou+ -e*r Aud,)ed/ L(*ud,)ed? Ie*r )o d*)e f,0ure+ for curre() 3er,od e(ded 8dd/mm/----9 Aud,)ed/ L(*ud,)ed? Ie*r )o d*)e f,0ure+ for )he 3re/,ou+ -e*r e(ded 8dd/mm/----9 Aud,)ed/ L(*ud,)ed? Pre/,ou+ *ccou(),(0 -e*r e(ded 8dd/mm/----9 Aud,)ed/ L(*ud,)ed?

Aud,)ed/ L(*ud,)ed? :. nterest earned %a'W%!'W%c'W%d' %a' nterest) discount on ad*ances) !ills %!' ncome on in*estments %c' nterest on !alances with Reser*e Iank of ndia and other inter !ank funds %d' -thers <. -ther ncome =. Total ncome %:W<' >. nterest Expended A. -perating Expenses %i'W%ii' %i' Emplo"ees cost %ii' -ther operating expenses %&ll items exceeding :GP of the total expenditure excluding interest expenditure ma" !e shown separatel"' B.Total Expenditure %%>WA' excluding Listing Agreement form f: ! -

pro*isions and contingencies C. -perating Profit !efore Pro*isions and (ontingencies %=-B' D. Pro*isions %other than tax' and (ontingencies E. Exceptional tems :G. Profit %W') Loss %-' from -rdinar" &cti*ities !efore tax %C-D-E' ::. Tax expense :<. Net Profit%W') Loss%-' from -rdinar" &cti*ities after tax %:G-::' :=. Extraordinar" items %net of tax expense' :>. Net Profit %W') Loss %F' for the period% %:<-:=' :A. Paid-up e8uit" share capital %2ace Jalue of the Share shall !e indicated' :B. Reser*es excluding Re*aluation Reser*es %as per !alance sheet of pre*ious accounting "ear' :C. &nal"tical Ratios %i' Percentage of shares held !" 1o*ernment of ndia %ii' (apital &de8uac" Ratio %iii' Earnings Per Share %EPS' a' Iasic and diluted EPS !efore Extraordinar" items %net of tax expense' for the period$ for the "ear to date and for the pre*ious "ear %not to !e annuali@ed' !' Iasic and diluted EPS after Listing Agreement form f: " -

Extraordinar" items for the period$ for the "ear to date and for the pre*ious "ear %not to !e annuali@ed' %ii' NP& Ratios a' 1ross)Net NP& !' P of 1ross)Net NP& c' Return on &ssets :D. Pu!lic Shareholding F No. of shares F Percentage of Shareholding :E. Promoters and Promoter 1roup Shareholding VV a' Pledged ) Encum!ered - Num!er of Shares - Percentage of Shares %as a P of the total shareholding of promoter and promoter group' - Percentage of Shares %as a P of the total share capital of the (ompan"' !' Non - encum!ered - Num!er of Shares - Percentage of Shares %as a P of the total shareholding of the Promoter and Promoter group' - Percentage of Shares %as a P of the total share capital of the (ompan"' V strike off whiche*er is not applica!le VV for the 8uarter ended 3ecem!er <GGD$ 4arch <GGE$ June <GGE and Septem!er <GGE onl" the figures for rele*ant 8uarter needs to !e disclosed. Listing Agreement form f: # -

Notes %as per RI re8uirements' :. Emplo"ee cost under -perating expenses to include all forms of consideration gi*en !" the !ank in exchange for ser*ices rendered !" emplo"ees. t should also include pro*isions for post emplo"ment !enefits such as gratuit"$ pension$ other retirement !enefits$ etc. <. Extraordinar" items as defined in &ccounting Standard A as income or expenses that arise from the ordinar" acti*ities of the enterprise and therefore$ are not expected to recur fre8uentl" or regularl". A((e.ure III )o 5l*u+e 1 Form*) for +u2m,)),(0 )he 1u*r)erl- f,(*(c,*l re+ul)+ 2- com3*(,e+ el,0,2le for *l)er(*),/e form*) S' No P*r),cul*r+ 3 mo()h+ e(ded 8dd/mm/---9 Aud,)ed/ L(*ud,)ed? : < Net ncome from sales)ser*ices (ost of sales)ser*ices %a' ncrease)decrease in stock in trade and work in progress %!'(onsumption of raw materials %c'Purchase of traded goods %d'-ther expenditure 1ross Profit %:-<' 1eneral &dministrati*e Expenses Selling and 3istri!ution Expenses 3epreciation -perating Profit !efore interest %=' F %>WAWB' nterest form f: $ 5orre+3o(d,(0 3 mo()h+ e(ded 8dd/mm/----9 ,( )he 3re/,ou+ -e*r Aud,)ed/ L(*ud,)ed? Ie*r )o d*)e f,0ure+ for curre() 3er,od e(ded 8dd/mm/----9 Aud,)ed/ L(*ud,)ed? Ie*r )o d*)e f,0ure+ for )he 3re/,ou+ -e*r e(ded 8dd/mm/----9 Aud,)ed/ L(*ud,)ed? %Rs. n Lakhs' Pre/,ou+ *ccou(),(0 -e*r e(ded 8dd/mm/----9 Aud,)ed/ L(*ud,)ed?

= > A B C D

Listing Agreement

E :G :: :< := :> :A :B :C :D :E

Exceptional tems -perating Profit after interest and Exceptional tems %C-D-E' -ther ncome Profit %W')Loss %-' from -rdinar" &cti*ities !efore tax %:G-::' Tax Expense Net Profit %W') Loss %-' from -rdinar" &cti*ities after tax %:<-:=' Extraordinar" items %net of tax expense' Net Profit %W') Loss%-' for the period %:>-:A' Paid-up e8uit" share capital %2ace *alue of the Share shall !e indicated' Reser*es excluding Re*aluation Reser*es %as per !alance sheet' of pre*ious accounting "ear Earnings Per Share %EPS' a' Iasic and diluted EPS !efore Extraordinar" items for the period$ for the "ear to date and for the pre*ious "ear %not to !e annuali@ed' !' Iasic and diluted EPS after Extraordinar" items for the period$ for the "ear to date and for the pre*ious "ear %not to !e annuali@ed' Pu!lic shareholding F Num!er of shares F Percentage of shareholding form f: % -

<G

Listing Agreement

<:

Promoters and Promoter 1roup Shareholding VV a' Pledged ) Encum!ered - Num!er of Shares - Percentage of Shares %as a P of the total shareholding of promoter and promoter group' - Percentage of Shares %as a P of the total share capital of the (ompan"' !' Non - encum!ered - Num!er of Shares - Percentage of Shares %as a P of the total shareholding of the Promoter and Promoter group' - Percentage of Shares %as a P of the total share capital of the (ompan"'

V strike off whiche*er is not applica!le VV for the 8uarter ended 3ecem!er <GGD$ 4arch <GGE$ June <GGE and Septem!er <GGE onl" the figures for rele*ant 8uarter needs to !e disclosed. Note9 Total expenditure incurred on %:' Emplo"ee (ost or %<' &n" item of expenditure which exceeds :GP of the total expenditure$ shall !e gi*en as a note.

Listing Agreement

form f: !& -

A((e.ure I: )o 5l*u+e 1 Form*) for Re3or),(0 of Se0me() 4,+e Re/e(ue6 Re+ul)+ *(d 5*3,)*l Em3lo-ed *lo(0 4,)h )he 1u*r)erl- re+ul)+ 8*33l,c*2le for 2*(G+ *+ 4ell *+ com3*(,e+ o)her )h*( 2*(G+9 P*r),cul*r+ 3 mo()h+ e(ded 8dd/mm/----9 5orre+3o(d,(0 3 mo()h+ e(ded 8dd/mm/----9 ,( )he 3re/,ou+ -e*r Aud,)ed/ L(*ud,)ed? Ie*r )o d*)e f,0ure+ for curre() 3er,od e(ded 8dd/mm/----9 Aud,)ed/ L(*ud,)ed? Ie*r )o d*)e f,0ure+ for )he 3re/,ou+ -e*r e(ded 8dd/mm/----9 Aud,)ed/ L(*ud,)ed? %Rs in Lakhs' Pre/,ou+ *ccou(),(0 -e*r e(ded 8dd/mm/----9 Aud,)ed/ L(*ud,)ed?

Aud,)ed/ L(*ud,)ed? :. Segment Re*enue %net sale)income from each segment should !e disclosed under this head' %a' Segment F & %!' Segment F I %c' Segment F ( %d' Segment.... %e' Lnallocated Total Less9 nter Segment Re*enue Net sales) ncome 2rom -perations <. Segment Results %Profit'%W') Loss %-' !efore tax and interest from Each segment'Y %a' Segment F & %!' Segment F I %c' Segment F ( %d' Segment.... %e' Lnallocated Total Listing Agreement form f: !1 -

Less9 i' nterestVV ii' -ther Ln-alloca!le Expenditure net off %iii' Ln-alloca!le income Total Profit Iefore Tax =. (apital Emplo"ed %Segment assets F Segment Lia!ilities' %a' Segment F & %!' Segment F I %c' Segment F ( %d' Segment.... %e' Lnallocated Total Vstrike off whiche*er is not applica!le Y Profit)loss !efore tax and after interest in case of segments ha*ing operations which are primaril" of financial nature. VV -ther than the interest pertaining to the segments ha*ing operations which are primaril" of financial nature. Notes9 %a' Segment Re*enue$ Segment Results$ Segment assets and Segment lia!ilities shall ha*e the same meaning as defined in the &ccounting Standards on Segment Reporting %&S-:C' issued !" (& )(ompan" %&ccounting Standards' Rules$ <GGB. %!' The a!o*e information shall !e furnished for each of the reporta!le primar" segments as identified in accordance with &S-:C$ issued !" (& )(ompan" %&ccounting Standards' Rules$ <GGB. VVVVVVVV

Listing Agreement

form f: !2 -

A((e.ure : )o 5l*u+e 1 Form*) for )he L,m,)ed Re/,e4 Re3or) for com3*(,e+ 8o)her )h*( 2*(G+9 Re*iew Report to XXXXXXXX. 7e ha*e re*iewed the accompan"ing statement of unaudited financial results of XXXXXXXXXXX.. %Name of the (ompan"' for the period endedXXXX except for the disclosures regarding 5Pu!lic Shareholding6 and 5Promoter and Promoter 1roup Shareholding6 which ha*e !een traced from disclosures made !" the management and ha*e not !een audited !" us. This statement is the responsi!ilit" of the (ompan"6s 4anagement and has !een appro*ed !" the Ioard of 3irectors) committee of Ioard of 3irectors. -ur responsi!ilit" is to issue a report on these financial statements !ased on our re*iew. 7e conducted our re*iew in accordance with the Standard on Re*iew Engagement %SRE' <>GG$ &ngagements to Revie" 'inancial tatements issued !" the nstitute of (hartered &ccountants of ndia. This standard re8uires that we plan and perform the re*iew to o!tain moderate assurance as to whether the financial statements are free of material misstatement. & re*iew is limited primaril" to in8uiries of compan" personnel and anal"tical procedures applied to financial data and thus pro*ides less assurance than an audit. 7e ha*e not performed an audit and accordingl"$ we do not express an audit opinion. Iased on our re*iew conducted as a!o*e$ nothing has come to our attention that causes us to !elie*e that the accompan"ing statement of unaudited financial results prepared in accordance with applica!le accounting standards1 and other recognised accounting practices and policies has not disclosed the information re8uired to !e disclosed in terms of (lause >: of the Listing &greement including the manner in which it is to !e disclosed$ or that it contains an" material misstatement. 2or /QR M (o. (hartered &ccountants Signature %Name of the mem!er signing the audit report' %3esignation'2 %4em!ership Num!er' Place of signature 3ate

MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
1

The &ccounting Standards notified pursuant to the (ompanies %&ccounting Standards' Rules$ <GGB and)or &ccounting Standards issued !" nstitute of (hartered &ccountants of ndia.
2

Partner or proprietor$ as the case ma" !e.

Listing Agreement

form f: !3 -

A((e.ure :I )o 5l*u+e 1 Form*) for )he L,m,)ed Re/,e4 Re3or) 8for =*(G+9 Re*iew Report to XXXXXXXX. 7e ha*e re*iewed the accompan"ing statement of unaudited financial results of #### %Name of the (ompan"' for the period ended #### except for the disclosures regarding 5Pu!lic Shareholding6 and 5Promoter and Promoter 1roup Shareholding6 which ha*e !een traced from disclosures made !" the management and ha*e not !een audited !" us. This statement is the responsi!ilit" of the (ompan"6s 4anagement and has !een appro*ed !" the Ioard of 3irectors)committee of Ioard of 3irectors. -ur responsi!ilit" is to issue a report on these financial statements !ased on our re*iew. 7e conducted our re*iew in accordance with the Standard on Re*iew Engagement %SRE' <>GG$ &ngagements to Revie" 'inancial tatements issued !" the nstitute of (hartered &ccountants of ndia. This standard re8uires that we plan and perform the re*iew to o!tain moderate assurance as to whether the financial statements are free of material misstatement. & re*iew is limited primaril" to in8uiries of compan" personnel and anal"tical procedures applied to financial data and thus pro*ides less assurance than an audit. 7e ha*e not performed an audit and accordingl"$ we do not express an audit opinion. n the conduct of our Re*iew we ha*e relied on the re*iew reports in respect of nonperforming assets recei*ed from concurrent auditors of ######### !ranches$ inspection teams of the !ank of ####### !ranches and other firms of auditors of ######### !ranches specificall" appointed for this purpose. These re*iew reports co*er ###### percent of the ad*ances portfolio of the !ank. &part from these re*iew reports$ in the conduct of our re*iew$ we ha*e also relied upon *arious returns recei*ed from the !ranches of the !ank. Iased on our re*iew conducted as a!o*e$ nothing has come to our attention that causes us to !elie*e that the accompan"ing statement of unaudited financial results prepared in accordance with applica!le accounting standards3 and other recogni@ed accounting practices and policies has not disclosed the information re8uired to !e disclosed in terms of (lause >: of the Listing &greement including the manner in which it is to !e disclosed$ or that it contains an" material misstatement or that it has not !een prepared in accordance with the rele*ant prudential norms issued !" the Reser*e Iank of ndia in respect of income recognition$ asset classification$ pro*isioning and other related matters. 2or /QR M (o. (hartered &ccountants Signature %Name of the mem!er signing the audit report' %3esignation' %4em!ership Num!er' Place of signature 3ate MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM3

The &ccounting Standards notified pursuant to the (ompanies %&ccounting Standards' Rules$ <GGB and)or &ccounting Standards issued !" nstitute of (hartered &ccountants of ndia. 4 Partner or proprietor$ as the case ma" !e.

Listing Agreement

form f: ! -

A((e.ure :II )o 5l*u+e 1 Nhe( *( L(1u*l,f,ed @3,(,o( ,+ E.3re++ed o( )he 7u*r)erl- F,(*(c,*l Re+ul)+ 8for com3*(,e+ o)her )h*( 2*(G+9 &uditor6s Report -n Suarterl" 2inancial Results and Qear to 3ate Results of the (ompan" Pursuant to the (lause >: of the Listing &greement To Ioard of 3irectors of XXXXXXXX. %Name of the compan"' 7e ha*e audited the 8uarterl" financial results of XXXXXXXXX %Name of the compan"' for the 8uarter ended XXXXXXXXX. %date of the 8uarter end' and the "ear to date results for the period XXXXX. to XXXXXXX$ attached herewith$ !eing su!mitted !" the compan" pursuant to the re8uirement of clause >: of the Listing &greement except for the disclosures regarding 5Pu!lic Shareholding6 and 5Promoter and Promoter 1roup Shareholding6 which ha*e !een traced from disclosures made !" the management and ha*e not !een audited !" us. These 8uarterl" financial results as well as the "ear to date financial results ha*e !een prepared on the !asis of the interim financial statements$ which are the responsi!ilit" of the compan"6s management. -ur responsi!ilit" is to express an opinion on these financial results !ased on our audit of such interim financial statements$ which ha*e !een prepared in accordance with the recognition and measurement principles laid down in &ccounting Standard %&S' <A$ nterim 2inancial Reporting$ issued pursuant to the (ompanies %&ccounting Standards' Rules$ <GGB as per Section <::%=(' of the (ompanies &ct$ :EAB or !" the nstitute of (hartered &ccountants of ndia ! and other accounting principles generall" accepted in ndia. 7e conducted our audit in accordance with the auditing standards generall" accepted in ndia. Those standards re8uire that we plan and perform the audit to o!tain reasona!le assurance a!out whether the financial results are free of material misstatement%s'. &n audit includes examining$ on a test !asis$ e*idence supporting the amounts disclosed as financial results. &n audit also includes assessing the accounting principles used and significant estimates made !" management. 7e !elie*e that our audit pro*ides a reasona!le !asis for our opinion. n our opinion and to the !est of our information and according to the explanations gi*en to us these 8uarterl" financial results as well as the "ear to date results9 %i' are presented in accordance with the re8uirements of clause >: of the Listing &greement in this regard; and

########################################
!

7here$ a listed entit" is not a compan".

Listing Agreement

form f: !! -

%ii' gi*e a true and fair *iew of the net profit) loss " and other financial information for the 8uarter ended XXXXXX %date of the 8uarter end' as well as the "ear to date results for the period from XXXXX to XXXXXXX. 2urther$ we also report that we ha*e$ on the !asis of the !ooks of account and other records and information and explanations gi*en to us !" the management$ also *erified the num!er of shares as well as percentage of shareholdings in respect of aggregate amount of pu!lic shareholdings$ as furnished !" the compan" in terms of clause =A of the Listing &greement and found the same to !e correct. 2or /QR M (o. (hartered &ccountants Signature %Name of the mem!er signing the audit report' %3esignation'# %4em!ership Num!er' Place of signature 3ate

##############################
6

7hiche*er is applica!le. Partner or proprietor$ as the case ma" !e Listing Agreement form f: !" #

Nhe( *( L(1u*l,f,ed @3,(,o( ,+ E.3re++ed o( )he 7u*r)erl- 5o(+ol,d*)ed F,(*(c,*l Re+ul)+ 8for com3*(,e+ o)her )h*( 2*(G+9 &uditor6s Report -n Suarterl" (onsolidated 2inancial Results and (onsolidated Qear to 3ate Results of the (ompan" Pursuant to the (lause >: of the Listing &greement To Ioard of 3irectors of XXXXXXXX. %Name of the compan"' 7e ha*e audited the 8uarterl" consolidated financial results of XXXXXXXX %Name of the compan"' for the 8uarter ended XXXXXXXXX. %date of the 8uarter end' and the consolidated "ear to date results for the period XXXXX. to XXXXXXX$ attached herewith$ !eing su!mitted !" the compan" pursuant to the re8uirement of clause >: of the Listing &greement except for the disclosures regarding 5Pu!lic Shareholding6 and 5Promoter and Promoter 1roup Shareholding6 which ha*e !een traced from disclosures made !" the management and ha*e not !een audited !" us. These consolidated 8uarterl" financial results as well as the consolidated "ear to date financial results ha*e !een prepared from consolidated interim financial statements$ which are the responsi!ilit" of the compan"6s management. -ur responsi!ilit" is to express an opinion on these consolidated financial results !ased on our audit of such consolidated interim financial statements$ which ha*e !een prepared in accordance with the recognition and measurement principles laid down in &ccounting Standard %&S' <A$ nterim 2inancial Reporting$ issued pursuant to the (ompanies %&ccounting Standards' Rules$ <GGB as per Section <::%=(' of the (ompanies &ct$ :EAB or !" the nstitute of (hartered &ccountants of ndia $ and other accounting principles generall" accepted in ndia. 7e conducted our audit in accordance with the auditing standards generall" accepted in ndia. Those standards re8uire that we plan and perform the audit to o!tain reasona!le assurance a!out whether the financial results are free of material misstatement%s'. &n audit includes examining$ on a test !asis$ e*idence supporting the amounts disclosed as financial results. &n audit also includes assessing the accounting principles used and significant estimates made !" management. 7e !elie*e that our audit pro*ides a reasona!le !asis for our opinion. 7e did not audit the financial statements of ####### %num!er' su!sidiaries included in the consolidated 8uarterl" financial results and consolidated "ear to date results$ whose consolidated interim financial statements reflect total assets of Rs. XXXX as at XXX. %"ear to date' and XXXXX as at the 8uarter ended XXX..%date of 8uarter end'; as well as the total re*enue of Rs. XXXX as at XXX.. %"ear to date' and Rs. XXXXXX.. as at the 8uarter ended XXXX..%date of 8uarter end'. These interim financial statements and other financial information ha*e !een audited !" other auditors whose report%s' has %ha*e' !een furnished to us$ and our opinion on the 8uarterl" financial results and the "ear to date results$ to the extent the" ha*e !een deri*ed from such interim financial statements is !ased solel" on the report of such other auditors. MMMMMMMMMMMMMMMM
$

7here$ a listed entit" is not a compan".

Listing Agreement

form f: !# -

n our opinion and to the !est of our information and according to the explanations gi*en to us these consolidated 8uarterl" financial results as well as the consolidated "ear to date results9 %i' include the 8uarterl" financial results and "ear to date of the following entities %list of entities included in consolidation'; %ii' ha*e !een presented in accordance with the re8uirements of clause >: of the Listing &greement in this regard; and %iii' gi*e a true and fair *iew of the consolidated net profit)loss % and other financial information for the 8uarter ended XXXXXX%date of the 8uarter end' as well as the consolidated "ear to date results for the period from XXXXX to XXXXXXX. 2urther$ we also report that we ha*e$ on the !asis of the !ooks of account and other records and information and explanations gi*en to us !" the management$ also *erified the consolidated num!er of shares as well as percentage of shareholdings in respect of aggregate amount of consolidated pu!lic shareholdings$ as furnished !" the compan" in terms of clause =A of the Listing &greement and found the same to !e correct. 2or /QR M (o. (hartered &ccountants Signature %Name of the mem!er signing the audit report' %3esignation'1& %4em!ership Num!er' Place of signature 3ate

#################
%

7hiche*er is applica!le.
1&

Partner or proprietor$ as the case ma" !e

Listing Agreement

form f: !$ -

A((e.ure :III )o 5l*u+e 1 Nhe( *( L(1u*l,f,ed @3,(,o( ,+ E.3re++ed o( )he 7u*r)erl- F,(*(c,*l Re+ul)+ 8for =*(G+9 &uditor6s Report -n Suarterl" 2inancial Results and Qear to 3ate Results of the (ompan" Pursuant to the (lause >: of the Listing &greement To Ioard of 3irectors of XXXXXXXX. %Name of the Iank' 7e ha*e audited the 8uarterl" financial results of XXXXXXX %Name of the !ank' for the 8uarter ended XXXXXXXXX. %date of the 8uarter end' and the "ear to date results for the period XXXXX. to XXXXXXX$ attached herewith$ !eing su!mitted !" the !ank pursuant to the re8uirement of clause >: of the Listing &greement except for the disclosures regarding 5Pu!lic Shareholding6 and 5Promoter and Promoter 1roup Shareholding6 which ha*e !een traced from disclosures made !" the management and ha*e not !een audited !" us. These 8uarterl" financial results as well as the "ear to date financial results ha*e !een prepared from interim financial statements$ which are the responsi!ilit" of the !ank6s management. -ur responsi!ilit" is to express an opinion on these financial results !ased on our audit of such interim financial statements$ which ha*e !een prepared in accordance with the recognition and measurement principles laid down in &ccounting Standard %&S' <A$ nterim 2inancial Reporting$ issued pursuant to the (ompanies %&ccounting Standards' Rules$ <GGB as per Section <::%=(' of the (ompanies &ct$ :EAB or !" the nstitute of (hartered &ccountants of ndia11 and other accounting principles generall" accepted in ndia. 7e conducted our audit in accordance with the auditing standards generall" accepted in ndia. Those standards re8uire that we plan and perform the audit to o!tain reasona!le assurance a!out whether the financial results are free of material misstatement%s'. &n audit includes examining$ on a test !asis$ e*idence supporting the amounts disclosed as financial results. &n audit also includes assessing the accounting principles used and significant estimates made !" management. 7e !elie*e that our audit pro*ides a reasona!le !asis for our opinion. These financial results incorporate the rele*ant returns of #######%num!er' !ranches audited !" us$ ######### %num!er' !ranches including ####### %num!er' foreign !ranches audited !" the other auditors speciall" appointed for this purpose and unaudited returns in respect of ######### %num!er' !ranches. n conduct of our audit$ we ha*e taken note of the reports in respect of non performing assets recei*ed from the concurrent auditors of ######## %num!er' !ranches$ inspection teams of !anks of ######## %num!er' !ranches specificall" appointed for this purpose. These reports co*er ###### percent of ad*ances portfolio of the Iank. n our opinion and to the !est of our information and according to the explanations gi*en to us these 8uarterl" financial results as well as the "ear to date results9 #############################
11

7here$ a listed entit" is not a compan"

Listing Agreement

form f: !% -

%i' ha*e !een presented in accordance with the re8uirements of clause >: of the Listing &greement in this regard; and %ii' gi*e a true and fair *iew of the net profit)loss 12 for the 8uarter ended XXXXXX %date of the 8uarter end' as well as the "ear to date results for the period from XXXXX to XXXXXXX 2urther$ we also report that we ha*e$ on the !asis of the !ooks of account and other records and information and explanations gi*en to us !" the management$ also *erified the num!er of shares as well as percentage of shareholdings in respect of aggregate amount of pu!lic shareholdings$ as furnished !" the compan" in terms of clause =A of the Listing &greement and found the same to !e correct. 2or /QR M (o. (hartered &ccountants Signature %Name of the mem!er signing the audit report' %3esignation'13 %4em!ership Num!er' Place of signature 3ate

##########################
12 13

7hiche*er is applica!le. Partner or proprietor$ as the case ma" !e.

Listing Agreement

form f: "& -

Nhe( *( L(1u*l,f,ed @3,(,o( ,+ E.3re++ed o( )he 5o(+ol,d*)ed 7u*r)erl- F,(*(c,*l Re+ul)+ 8for =*(G+9 &uditor6s Report -n Suarterl" (onsolidated 2inancial Results and (onsolidated Qear to 3ate Results of the (ompan" Pursuant to the (lause >: of the Listing &greement To Ioard of 3irectors of XXXXXXXX. %Name of the compan"' 7e ha*e audited the 8uarterl" consolidated financial results of XXXXXXXX %Name of the !ank' for the 8uarter ended XXXXXXXXX. %date of the 8uarter end' and the consolidated "ear to date results for the period XX. to XXXXXXX$ attached herewith$ !eing su!mitted !" the !ank pursuant to the re8uirement of clause >: of the Listing &greement except for the disclosures regarding 5Pu!lic Shareholding6 and 5Promoter and Promoter 1roup Shareholding6 which ha*e !een traced from disclosures made !" the management and ha*e not !een audited !" us. These consolidated 8uarterl" financial results as well as the consolidated "ear to date financial results ha*e !een prepared from the interim consolidated financial statements$ which are the responsi!ilit" of the !ank6s management. -ur responsi!ilit" is to express an opinion on these consolidated financial results !ased on our audit of such consolidated interim financial statements$ which ha*e !een prepared in accordance with the recognition and measurement principles laid down in &ccounting Standard %&S' <A$ nterim 2inancial Reporting$ issued pursuant to the (ompanies %&ccounting Standards' Rules$ <GGB as per Section <::%=(' of the (ompanies &ct$ :EAB or !" the nstitute of (hartered &ccountants of ndia1 and other accounting principles generall" accepted in ndia. 7e conducted our audit in accordance with the auditing standards generall" accepted in ndia. Those standards re8uire that we plan and perform the audit to o!tain reasona!le assurance a!out whether the financial results are free of material misstatement%s'. &n audit includes examining$ on a test !asis$ e*idence supporting the amounts disclosed as financial results. &n audit also includes assessing the accounting principles used and significant estimates made !" management. 7e !elie*e that our audit pro*ides a reasona!le !asis for our opinion. These financial results incorporate the rele*ant returns of #####%num!er' !ranches audited !" us$ #### %num!er' !ranches including ##### %num!er' foreign !ranches audited !" the other auditors speciall" appointed for this purpose and unaudited returns in respect of ####### %num!er' !ranches. n conduct of our audit$ we ha*e taken note of the reports in respect of non performing assets recei*ed from the concurrent auditors of ####### %num!er' !ranches$ inspection teams of !anks of #### %num!er' !ranches specificall" appointed for this purpose. These reports co*er ###### percent of ad*ances portfolio of the Iank. 7e did not audit the financial statements of ####### %num!er' su!sidiaries included in the consolidated 8uarterl" financial results and consolidated "ear to date results$ whose consolidated interim financial statements reflect total assets of Rs. XX as at XX.%"ear to date' #################
1

7here$ a listed entit" is not a compan".

Listing Agreement

form f: "1 -

and Rs. XX.. for the 8uarter ended XXX.%date of 8uarter end' as well as the total re*enue of Rs. XXX as at XX. %"ear to date' and Rs. XX for the 8uarter ended XX..%date of the 8uarter end'. These interim financial statements and other financial information ha*e !een audited !" other auditors whose report%s' has %ha*e' !een furnished to us$ and our opinion on the 8uarterl" financial results and the "ear to date results$ to the extent the" ha*e !een deri*ed from such interim financial statements is !ased solel" on the report of such other auditors. n our opinion and to the !est of our information and according to the explanations gi*en to us these consolidated 8uarterl" financial results as well as the consolidated "ear to date results9 %i' nclude the 8uarterl" financial results and "ear to date of the following entities included in the consolidation %list the entities'9 %ii' ha*e !een presented in accordance with the re8uirements of clause >: of the Listing &greement in this regard; and %iii' gi*e a true and fair *iew of the consolidated net profit)loss 1! and other financial information for the 8uarter ended XXXX%date of the 8uarter end' as well as the consolidated "ear to date results for the period from XXXXX to XXXXXXX. 2urther$ we also report that we ha*e$ on the !asis of the !ooks of account and other records and information and explanations gi*en to us !" the management$ also *erified the consolidated num!er of shares as well as percentage of shareholdings in respect of aggregate amount of consolidated pu!lic shareholdings$ as furnished !" the compan" in terms of clause =A of the Listing &greement and found the same to !e correct. 2or /QR M (o. (hartered &ccountants Signature %Name of the mem!er signing the audit report' %3esignation'1" %4em!ership Num!er' Place of signature 3ate

#############
1! 1"

7hiche*er is applica!le Partner or proprietor$ as the case ma" !e.

Listing Agreement

form f: "2 -

ANNEXLRE IX T@ 5LALSE 1 %Rs. in lakhs' P*r),cul*r+ " mo()h+ e(ded 8dd/mm/----9 &udited) Lnaudited
SHAREH@LDERS FLND: %a' (apital %!' Reser*es and Surplus L@AN FLNDS FIXED ASSETS IN:ESTMENTS 5LRRENT ASSETS6 L@ANS AND AD:AN5ES %a' n*entories %!' Sundr" 3e!tors %c' (ash and Iank !alances %d' -ther current assets %e' Loans and &d*ances Less9 (urrent Lia!ilities and Pro*isions %a' Lia!ilities %!' Pro*isions MIS5ELLANE@LS EXPENDITLRE 8N@T NRITTEN @FF @R ADOLSTED9 PR@FIT AND L@SS A55@LNT T@TAL

5orre+3o(d,(0 " mo()h+ e(ded ,( )he 3re/,ou+ -e*r 8dd/mm/----9 &udited) Lnaudited

Listing Agreement

form f: "3 -

><. The ssuer agrees that it shall !e a condition precedent for issuance of new securities excepting 4utual 2unds$ that it shall deposit !efore the opening of su!scription list and keep deposited with the NSE %in cases where the securities are offered for su!scription whether through the ssue of a prospectus$ letter of offer or otherwise' an amount calculated at :P of the amount of securities offered for su!scription to the pu!lic and)or to the holders of existing securities of the ssuer$ as the case ma" !e$ for ensuring compliance !" the ssuer$ within the prescri!ed or stipulated period$ of all pre*ailing re8uirements of law and all pre*ailing listing re8uirements and conditions as mentioned in$ and refunda!le or forfeita!le in the manner stated in the Rules$ I"e-laws and Regulations of the NSE for the time !eing in force. AGP of the a!o*e mentioned securit" deposit should !e paid to the NSE in cash. The !alance amount can !e pro*ided for !" wa" of a !ank guarantee. The amount to !e paid in cash is limited to Rs. = crores. The said amount at the securit" deposit will !e released !" NSE after the issuer o!tains No -!Hection (ertificate from SEI . >= %:' The compan" agrees that it will furnish on a 8uarterl" !asis a statement to the NSE indicating the *ariations !etween proHected utilisation of funds and) or proHected profita!ilit" statement made !" it in its prospectus or letter of offer or o!Hect)s stated in the explanator" statement to the notice for the general meeting for considering preferential issue of securities and the actual utilisation of funds and) or actual profita!ilit". %<' The statement referred to in clause %:' shall !e gi*en for each of the "ears for which proHections are pro*ided in its prospectus) letter of offer) o!Hect)s stated in the explanator" statement to the notice for considering preferential issue of securities and shall !e pu!lished in newspapers simultaneousl" with the unaudited) audited financial results as re8uired under clause >:. %=' f there are material *ariations !etween the proHections and the actual utilisation) profita!ilit"$ the compan" shall furnish an explanation therefore in the ad*ertisement and shall also pro*ide the same in the 3irectors6 Report. >=&. Statement of de*iations in use of issue proceeds F %:' The compan" agrees to furnish to the stock exchange on a 8uarterl" !asis$ a statement indicating material de*iations$ if an"$ in the use of proceeds of a pu!lic or rights issue from the o!Hects stated in the offer document. %<' 7here the compan" has appointed a monitoring agenc" to monitor utili@ation of proceeds of a pu!lic or rights issue and such monitoring agenc" has pointed out an" de*iation in the use of the proceeds of the issue from the o!Hects stated in the offer document or has gi*en an" other reser*ations a!out the end use of funds$ the compan" agrees to intimate the same to the stock exchange$ without an" dela". %=' The information mentioned in su!-clause %:' shall !e furnished to the stock exchange along with the interim or annual financial results su!mitted under clause >: and Listing Agreement form f: " -

shall !e pu!lished in the newspapers simultaneousl" with the interim or annual financial results$ after placing it !efore the &udit (ommittee in terms of clause >E. %>' The information mentioned in su!-clause %<' shall$ after re*iew !" the &udit (ommittee$ !e furnished to the stock exchange as and when recei*ed and shall simultaneousl" !e pu!lished in the newspapers.N >>. 7ithout preHudice to an" other pro*isions of this agreement$ in general and its (lause =E in particular as a condition for continued listing$ the ssuer shall compl" with the pro*isions of the rele*ant &cts including the Securities (ontract Regulations &ct$ :EAB$ Securities (ontract Regulation Rules$ :EAC$ guidelines issued from time to time !" the 1o*ernment and)or the Securities Exchange Ioard of ndia including the guidelines on 3isclosure and n*estor Protection. >A. The issuer agrees that F %a' as far as possi!le allotment of securities offered to the pu!lic shall !e made within =G da"s of the closure of the pu!lic issue; %!' it shall pa" interest K :AP per annum if the allotment has not !een made and or refund orders ha*e not !een dispatched to the in*estors within =G da"s from the date of the closure of the issue. >B. This (lause stands withdrawn. >C. The ssuer agrees9 %a' to appoint the (ompan" Secretar" of the ssuer as (ompliance -fficer who will !e responsi!le for monitoring the share transfer process and report to the compan"6s !oard in each meeting. The (ompliance -fficer will directl" liaise with the authorities such as SEI $ Stock Exchanges$ R-( etc.$ and in*estors with respect to implementation of *arious clause$ rules$ regulations and other directi*es of such authorities and in*estor ser*ice M complaints related matter. %!' to undertake a due diligence sur*e" to ascertain whether the RT& is sufficientl" e8uipped with infrastructure facilities such as ade8uate manpower$ computer hardware and software$ office space$ documents handling facilit" etc.$ to ser*e the shareholders %c' to insist that the RT& produces a certificate from a practicing compan" secretar" that all transfers ha*e !een completed within the stipulated time. %d' to furnish information regarding loss of share certificates and issue of duplicate certificates. %e' to produce a cop" of the 4-L entered into with the RT& regarding their mutual responsi!ilities. %f' to designate an e-mail 3 of the grie*ance redressel di*ision)compliance officer exclusi*el" for the purpose of registering complaints !" in*estors. The (ompan" shall displa" the email 3 and other rele*ant details prominentl" on their we!sites and in the Listing Agreement form f: "! -

*arious materials)pamphlets)ad*ertisement campaigns initiated !" them for creating in*estor awareness. >D. (ompanies should co-operate with the (redit Rating &gencies in gi*ing correct and ade8uate information for periodical re*iew of the securities during lifetime of the rated securities. %' 5or3or*)e Go/er(*(ce The compan" agrees to compl" with the following pro*isions9 I' =o*rd of D,rec)or+ 8A9 5om3o+,),o( of =o*rd i. The Ioard of directors of the compan" shall ha*e an optimum com!ination of executi*e and non-executi*e directors with not less than fift" percent of the !oard of directors comprising of non-executi*e directors. ii. 7here the (hairman of the Ioard is a non-executi*e director$ at least one-third of the Ioard should comprise of independent directors and in case he is an executi*e director$ at least half of the Ioard should comprise of independent directors. Pro*ided that where the non-executi*e (hairman is a promoter of the compan" or is related to an" promoter or person occup"ing management positions at the Ioard le*el or at one le*el !elow the Ioard$ at least one-half of the Ioard of the compan" shall consist of independent directors. Explanation-2or the purpose of the expression +related to an" promoter, referred to in su!-clause %ii'9 a. f the promoter is a listed entit"$ its directors other than the independent directors$ its emplo"ees or its nominees shall !e deemed to !e related to it; !. f the promoter is an unlisted entit"$ its directors$ its emplo"ees or its nominees shall !e deemed to !e related to it., 2or the purpose of the su!-clause %ii'$ the expression 5independent director6 shall mean a non-executi*e director of the compan" who9 a. apart from recei*ing director6s remuneration$ does not ha*e an" material pecuniar" relationships or transactions with the compan"$ its promoters$ its directors$ its senior management or its holding compan"$ its su!sidiaries and associates which ma" affect independence of the director; !. is not related to promoters or persons occup"ing management positions at the !oard le*el or at one le*el !elow the !oard; c. has not !een an executi*e of the compan" in the immediatel" preceding three financial "ears; d. is not a partner or an executi*e or was not partner or an executi*e during the preceding three "ears$ of an" of the following9 i. the statutor" audit firm or the internal audit firm that is associated with the compan"$ and ii. the legal firm%s' and consulting firm%s' that ha*e a material association with the compan". Listing Agreement form f: "" iii.

e. is not a material supplier$ ser*ice pro*ider or customer or a lessor or lessee of the compan"$ which ma" affect independence of the director; f. is not a su!stantial shareholder of the compan" i.e. owning two percent or more of the !lock of *oting shares. g. is not less than <: "ears of age E.3l*(*),o( 2or the purposes of the su!-clause %iii'9 a. &ssociate shall mean a compan" which is an +associate, as defined in &ccounting Standard %&S' <=$ +&ccounting for n*estments in &ssociates in (onsolidated 2inancial Statements,$ issued !" the nstitute of (hartered &ccountants of ndia. !. +Senior management, shall mean personnel of the compan" who are mem!ers of its core management team excluding Ioard of 3irectors. Normall"$ this would comprise all mem!ers of management one le*el !elow the executi*e directors$ including all functional heads. c. +Relati*e, shall mean +relati*e, as defined in section <%>:' and section B read with Schedule & of the (ompanies &ct$ :EAB. d. Nominee directors appointed !" an institution which has in*ested in or lent to the compan" shall !e deemed to !e independent directors. E.3l*(*),o(: + nstitution6 for this purpose means a pu!lic financial institution as defined in Section >& of the (ompanies &ct$ :EAB or a +corresponding new !ank, as defined in section <%d' of the Ianking (ompanies %&c8uisition and Transfer of Lndertakings' &ct$ :ECG or the Ianking (ompanies %&c8uisition and Transfer of Lndertakings' &ct$ :EDG Z!oth &cts[., 8=9 No( e.ecu),/e d,rec)or+P com3e(+*),o( *(d d,+clo+ure+ &ll fees)compensation$ if an" paid to non-executi*e directors$ including independent directors$ shall !e fixed !" the Ioard of 3irectors and shall re8uire pre*ious appro*al of shareholders in general meeting. The shareholders6 resolution shall specif" the limits for the maximum num!er of stock options that can !e granted to non-executi*e directors$ including independent directors$ in an" financial "ear and in aggregate. Pro*ided that the re8uirement of o!taining prior appro*al of shareholders in general meeting shall not appl" to pa"ment of sitting fees to non-executi*e directors$ if made within the limits prescri!ed under the (ompanies &ct$ :EAB for pa"ment of sitting fees without appro*al of the (entral 1o*ernment. 859 @)her 3ro/,+,o(+ *+ )o =o*rd *(d 5omm,))ee+ i. The !oard shall meet at least four times a "ear$ with a maximum time gap of four months !etween an" two meetings. The minimum information to !e made a*aila!le to the !oard is gi*en in A((e.ureA I A' ii. & director shall not !e a mem!er in more than :G committees or act as (hairman of more than fi*e committees across all companies in which he is a director. 2urthermore it should !e a mandator" annual re8uirement for e*er" director to inform the compan" a!out the committee positions he occupies in other companies and notif" changes as and when the" take place. Listing Agreement form f: "# -

E.3l*(*),o(: :. 2or the purpose of considering the limit of the committees on which a director can ser*e$ all pu!lic limited companies$ whether listed or not$ shall !e included and all other companies including pri*ate limited companies$ foreign companies and companies under Section <A of the (ompanies &ct shall !e excluded. <. 2or the purpose of reckoning the limit under this su!-clause$ (hairmanship)mem!ership of the &udit (ommittee and the Shareholders6 1rie*ance (ommittee alone shall !e considered. iii. The Ioard shall periodicall" re*iew compliance reports of all laws applica!le to the compan"$ prepared !" the compan" as well as steps taken !" the compan" to rectif" instances of non-compliances. i*. &n independent director who resigns or is remo*ed from the Ioard of the (ompan" shall !e replaced !" a new independent director within a period of not more than :DG da"s from the da" of such resignation or remo*al$ as the case ma" !e9 Pro*ided that where the compan" fulfils the re8uirement of independent directors in its Ioard e*en without filling the *acanc" created !" such resignation or remo*al$ as the case ma" !e$ the re8uirement of replacement !" a new independent director within the period of :DG da"s shall not appl" 8D9 5ode of 5o(duc) i. The Ioard shall la" down a code of conduct for all Ioard mem!ers and senior management of the compan". The code of conduct shall !e posted on the we!site of the compan". ii. &ll Ioard mem!ers and senior management personnel shall affirm compliance with the code on an annual !asis. The &nnual Report of the compan" shall contain a declaration to this effect signed !" the (E-. E.3l*(*),o(: 2or this purpose$ the term +senior management, shall mean personnel of the compan" who are mem!ers of its core management team excluding Ioard of 3irectors. Normall"$ this would comprise all mem!ers of management one le*el !elow the executi*e directors$ including all functional heads. II' Aud,) 5omm,))ee 8A9 7u*l,f,ed *(d I(de3e(de() Aud,) 5omm,))ee & 8ualified and independent audit committee shall !e set up$ gi*ing the terms of reference su!Hect to the following9 i. The audit committee shall ha*e minimum three directors as mem!ers. Two-thirds of the mem!ers of audit committee shall !e independent directors. ii. &ll mem!ers of audit committee shall !e financiall" literate and at least one mem!er shall ha*e accounting or related financial management expertise.

Listing Agreement

form f: "$ -

Explanation :9 The term +financiall" literate, means the a!ilit" to read and understand !asic financial statements i.e. !alance sheet$ profit and loss account$ and statement of cash flows. Explanation <9 & mem!er will !e considered to ha*e accounting or related financial management expertise if he or she possesses experience in finance or accounting$ or re8uisite professional certification in accounting$ or an" other compara!le experience or !ackground which results in the indi*idual6s financial sophistication$ including !eing or ha*ing !een a chief executi*e officer$ chief financial officer or other senior officer with financial o*ersight responsi!ilities. iii. The (hairman of the &udit (ommittee shall !e an independent director; i*. The (hairman of the &udit (ommittee shall !e present at &nnual 1eneral 4eeting to answer shareholder 8ueries; *. The audit committee ma" in*ite such of the executi*es$ as it considers appropriate %and particularl" the head of the finance function' to !e present at the meetings of the committee$ !ut on occasions it ma" also meet without the presence of an" executi*es of the compan". The finance director$ head of internal audit and a representati*e of the statutor" auditor ma" !e present as in*itees for the meetings of the audit committee; *i. The (ompan" Secretar" shall act as the secretar" to the committee. 8=9 Mee),(0 of Aud,) 5omm,))ee The audit committee should meet at least four times in a "ear and not more than four months shall elapse !etween two meetings. The 8uorum shall !e either two mem!ers or one third of the mem!ers of the audit committee whiche*er is greater$ !ut there should !e a minimum of two independent mem!ers present. 859 Po4er+ of Aud,) 5omm,))ee The audit committee shall ha*e powers$ which should include the following9 :. To in*estigate an" acti*it" within its terms of reference. <. To seek information from an" emplo"ee. =. To o!tain outside legal or other professional ad*ice. >. To secure attendance of outsiders with rele*ant expertise$ if it considers necessar". 8D9 Role of Aud,) 5omm,))ee The role of the audit committee shall include the following9 :. -*ersight of the compan"6s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct$ sufficient and credi!le. <. Recommending to the Ioard$ the appointment$ re-appointment and$ if re8uired$ the replacement or remo*al of the statutor" auditor and the fixation of audit fees. =. &ppro*al of pa"ment to statutor" auditors for an" other ser*ices rendered !" the statutor" auditors. Listing Agreement form f: "% -

>. Re*iewing$ with the management$ the annual financial statements !efore su!mission to the !oard for appro*al$ with particular reference to9 a. 4atters re8uired to !e included in the 3irector6s Responsi!ilit" Statement to !e included in the Ioard6s report in terms of clause %<&&' of section <:C of the (ompanies &ct$ :EAB !. (hanges$ if an"$ in accounting policies and practices and reasons for the same c. 4aHor accounting entries in*ol*ing estimates !ased on the exercise of Hudgment !" management d. Significant adHustments made in the financial statements arising out of audit findings e. (ompliance with listing and other legal re8uirements relating to financial statements f. 3isclosure of an" related part" transactions g. Sualifications in the draft audit report. A. Re*iewing$ with the management$ the 8uarterl" financial statements !efore su!mission to the !oard for appro*al A&. Re*iewing$ with the management$ the statement of uses ) application of funds raised through an issue %pu!lic issue$ rights issue$ preferential issue$ etc.'$ the statement of funds utili@ed for purposes other than those stated in the offer document)prospectus)notice and the report su!mitted !" the monitoring agenc" monitoring the utilisation of proceeds of a pu!lic or rights issue$ and making appropriate recommendations to the Ioard to take up steps in this matter. B. Re*iewing$ with the management$ performance of statutor" and internal auditors$ ade8uac" of the internal control s"stems. C. Re*iewing the ade8uac" of internal audit function$ if an"$ including the structure of the internal audit department$ staffing and seniorit" of the official heading the department$ reporting structure co*erage and fre8uenc" of internal audit. D. 3iscussion with internal auditors an" significant findings and follow up there on. E. Re*iewing the findings of an" internal in*estigations !" the internal auditors into matters where there is suspected fraud or irregularit" or a failure of internal control s"stems of a material nature and reporting the matter to the !oard. :G. 3iscussion with statutor" auditors !efore the audit commences$ a!out the nature and scope of audit as well as post-audit discussion to ascertain an" area of concern. ::. To look into the reasons for su!stantial defaults in the pa"ment to the depositors$ de!enture holders$ shareholders %in case of non pa"ment of declared di*idends' and creditors. :<. To re*iew the functioning of the 7histle Ilower mechanism$ in case the same is existing. :<&. &ppro*al of appointment of (2- %i.e.$ the whole-time 2inance 3irector or an" other person heading the finance function or discharging that function' after assessing the 8ualifications$ experience M !ackground$ etc. of the candidate. :=. (arr"ing out an" other function as is mentioned in the terms of reference of the &udit (ommittee. Explanation %i'9 The term Nrelated part" transactionsN shall ha*e the same meaning as contained in the &ccounting Standard :D$ Related Part" Transactions$ issued !" The nstitute of (hartered &ccountants of ndia.

Listing Agreement

form f: #& -

Explanation %ii'9 f the compan" has set up an audit committee pursuant to pro*ision of the (ompanies &ct$ the said audit committee shall ha*e such additional functions ) features as is contained in this clause. 8E9 Re/,e4 of ,(form*),o( 2- Aud,) 5omm,))ee The &udit (ommittee shall mandatoril" re*iew the following information9 :. 4anagement discussion and anal"sis of financial condition and results of operations; <. Statement of significant related part" transactions %as defined !" the audit committee'$ su!mitted !" management; =. 4anagement letters ) letters of internal control weaknesses issued !" the statutor" auditors; >. nternal audit reports relating to internal control weaknesses; and A. The appointment$ remo*al and terms of remuneration of the (hief internal auditor shall !e su!Hect to re*iew !" the &udit (ommittee III' Su2+,d,*r- 5om3*(,e+ i. &t least one independent director on the Ioard of 3irectors of the holding compan" shall !e a director on the Ioard of 3irectors of a material non listed ndian su!sidiar" compan". ii. The &udit (ommittee of the listed holding compan" shall also re*iew the financial statements$ in particular$ the in*estments made !" the unlisted su!sidiar" compan". iii. The minutes of the Ioard meetings of the unlisted su!sidiar" compan" shall !e placed at the Ioard meeting of the listed holding compan". The management should periodicall" !ring to the attention of the Ioard of 3irectors of the listed holding compan"$ a statement of all significant transactions and arrangements entered into !" the unlisted su!sidiar" compan". Explanation :9 The term +material non-listed ndian su!sidiar", shall mean an unlisted su!sidiar"$ incorporated in ndia$ whose turno*er or net worth %i.e. paid up capital and free reser*es' exceeds <GP of the consolidated turno*er or net worth respecti*el"$ of the listed holding compan" and its su!sidiaries in the immediatel" preceding accounting "ear. Explanation <9 The term +significant transaction or arrangement, shall mean an" indi*idual transaction or arrangement that exceeds or is likel" to exceed :GP of the total re*enues or total expenses or total assets or total lia!ilities$ as the case ma" !e$ of the material unlisted su!sidiar" for the immediatel" preceding accounting "ear. Explanation =9 7here a listed holding compan" has a listed su!sidiar" which is itself a holding compan"$ the a!o*e pro*isions shall appl" to the listed su!sidiar" insofar as its su!sidiaries are concerned. I:' D,+clo+ure+ 8A9 =*+,+ of rel*)ed 3*r)- )r*(+*c),o(+ i. & statement in summar" form of transactions with related parties in the ordinar" course of !usiness shall !e placed periodicall" !efore the audit committee. Listing Agreement form f: #1 -

ii. 3etails of material indi*idual transactions with related parties which are not in the normal course of !usiness shall !e placed !efore the audit committee. iii. 3etails of material indi*idual transactions with related parties or others$ which are not on an arm6s length !asis should !e placed !efore the audit committee$ together with 4anagement6s Hustification for the same.. 8=9 D,+clo+ure of Accou(),(0 Tre*)me() 7here in the preparation of financial statements$ a treatment different from that prescri!ed in an &ccounting Standard has !een followed$ the fact shall !e disclosed in the financial statements$ together with the management6s explanation as to wh" it !elie*es such alternati*e treatment is more representati*e of the true and fair *iew of the underl"ing !usiness transaction in the (orporate 1o*ernance Report. 859 =o*rd D,+clo+ure+ A R,+G m*(*0eme() The compan" shall la" down procedures to inform Ioard mem!ers a!out the risk assessment and minimi@ation procedures. These procedures shall !e periodicall" re*iewed to ensure that executi*e management controls risk through means of a properl" defined framework. 8D9 Proceed+ from 3u2l,c ,++ue+6 r,0h)+ ,++ue+6 3refere(),*l ,++ue+ e)c' 7hen mone" is raised through an issue %pu!lic issues$ rights issues$ preferential issues etc.'$ it shall disclose to the &udit (ommittee$ the uses ) applications of funds !" maHor categor" %capital expenditure$ sales and marketing$ working capital$ etc'$ on a 8uarterl" !asis as a part of their 8uarterl" declaration of financial results. 2urther$ on an annual !asis$ the compan" shall prepare a statement of funds utili@ed for purposes other than those stated in the offer document)prospectus)notice and place it !efore the audit committee. Such disclosure shall !e made onl" till such time that the full mone" raised through the issue has !een full" spent. This statement shall !e certified !" the statutor" auditors of the compan". 2urthermore$ where the compan" has appointed a monitoring agenc" to monitor the utilisation of proceeds of a pu!lic or rights issue$ it shall place !efore the &udit (ommittee the monitoring report of such agenc"$ upon receipt$ without an" dela". The audit committee shall make appropriate recommendations to the Ioard to take up steps in this matter. 8E9 Remu(er*),o( of D,rec)or+ i. &ll pecuniar" relationship or transactions of the non-executi*e directors *is-\-*is the compan" shall !e disclosed in the &nnual Report. ii. 2urther the following disclosures on the remuneration of directors shall !e made in the section on the corporate go*ernance of the &nnual Report9 a. &ll elements of remuneration package of indi*idual directors summari@ed under maHor groups$ such as salar"$ !enefits$ !onuses$ stock options$ pension etc. !. 3etails of fixed component and performance linked incenti*es$ along with the performance criteria. c. Ser*ice contracts$ notice period$ se*erance fees. Listing Agreement form f: #2 -

d. Stock option details$ if an" F and whether issued at a discount as well as the period o*er which accrued and o*er which exercisa!le. iii. The compan" shall pu!lish its criteria of making pa"ments to non-executi*e directors in its annual report. &lternati*el"$ this ma" !e put up on the compan"6s we!site and reference drawn thereto in the annual report. i*. The compan" shall disclose the num!er of shares and con*erti!le instruments held !" non-executi*e directors in the annual report. *. Non-executi*e directors shall !e re8uired to disclose their shareholding %!oth own or held !" ) for other persons on a !eneficial !asis' in the listed compan" in which the" are proposed to !e appointed as directors$ prior to their appointment. These details should !e disclosed in the notice to the general meeting called for appointment of such director 8F9 M*(*0eme() i. &s part of the directors6 report or as an addition thereto$ a 4anagement 3iscussion and &nal"sis report should form part of the &nnual Report to the shareholders. This 4anagement 3iscussion M &nal"sis should include discussion on the following matters within the limits set !" the compan"6s competiti*e position9 :. ndustr" structure and de*elopments. <. -pportunities and Threats. =. SegmentFwise or product-wise performance. >. -utlook A. Risks and concerns. B. nternal control s"stems and their ade8uac". C. 3iscussion on financial performance with respect to operational performance. D. 4aterial de*elopments in 0uman Resources ) ndustrial Relations front$ including num!er of people emplo"ed. ii. Senior management shall make disclosures to the !oard relating to all material financial and commercial transactions$ where the" ha*e personal interest$ that ma" ha*e a potential conflict with the interest of the compan" at large %for e.g. dealing in compan" shares$ commercial dealings with !odies$ which ha*e shareholding of management and their relati*es etc.' Explanation9 2or this purpose$ the term Nsenior managementN shall mean personnel of the compan" who are mem!ers of its. core management team excluding the Ioard of 3irectors'. This would also include all mem!ers of management one le*el !elow the executi*e directors including all functional heads. 8G9 Sh*reholder+ i. n case of the appointment of a new director or re-appointment of a director the shareholders must !e pro*ided with the following information9 a. & !rief resume of the director; !. Nature of his expertise in specific functional areas; c. Names of companies in which the person also holds the directorship and the mem!ership of (ommittees of the Ioard; and d. Shareholding of non-executi*e directors as stated in (lause >E % J' %E' %*' a!o*e form f: #3 -

Listing Agreement

ia. 3isclosure of relationships !etween directors inter-se shall !e made in the &nnual

Report$ notice of appointment of a director$ prospectus and letter of offer for issuances and an" related filings made to the stock exchanges where the compan" is listed. ii. Suarterl" results and presentations made !" the compan" to anal"sts shall !e put on compan"6s we!-site$ or shall !e sent in such a form so as to ena!le the stock exchange on which the compan" is listed to put it on its own we!-site. iii. & !oard committee under the chairmanship of a non-executi*e director shall !e formed to specificall" look into the redressal of shareholder and in*estors complaints like transfer of shares$ non-receipt of !alance sheet$ non-receipt of declared di*idends etc. This (ommittee shall !e designated as 5Shareholders) n*estors 1rie*ance (ommittee6. i*. To expedite the process of share transfers$ the Ioard of the compan" shall delegate the power of share transfer to an officer or a committee or to the registrar and share transfer agents. The delegated authorit" shall attend to share transfer formalities at least once in a fortnight. :' 5E@/5F@ cer),f,c*),o( The (E-$ i.e. the 4anaging 3irector or 4anager appointed in terms of the (ompanies &ct$ :EAB and the (2- i.e. the whole-time 2inance 3irector or an" other person heading the finance function discharging that function shall certif" to the Ioard that9 a. The" ha*e re*iewed financial statements and the cash flow statement for the "ear and that to the !est of their knowledge and !elief 9 i. these statements do not contain an" materiall" untrue statement or omit an" material fact or contain statements that might !e misleading; ii. these statements together present a true and fair *iew of the compan"6s affairs and are in compliance with existing accounting standards$ applica!le laws and regulations. !. There are$ to the !est of their knowledge and !elief$ no transactions entered into !" the compan" during the "ear which are fraudulent$ illegal or *iolati*e of the compan"6s code of conduct. c. The" accept responsi!ilit" for esta!lishing and maintaining internal controls for financial reporting and that the" ha*e e*aluated the effecti*eness of internal control s"stems of the compan" pertaining to financial reporting and the" ha*e disclosed to the auditors and the &udit (ommittee$ deficiencies in the design or operation of such internal controls$ if an"$ of which the" are aware and the steps the" ha*e taken or propose to take to rectif" these deficiencies. d. The" ha*e indicated to the auditors and the &udit committee i. significant changes in internal control o*er financial reporting during the "ear; ii. significant changes in accounting policies during the "ear and that the same ha*e !een disclosed in the notes to the financial statements; and iii. instances of significant fraud of which the" ha*e !ecome aware and the in*ol*ement therein$ if an"$ of the management or an emplo"ee ha*ing a significant role in the compan"6s internal control s"stem o*er financial reporting. :I' Re3or) o( 5or3or*)e Go/er(*(ce Listing Agreement form f: # -

i. There shall !e a separate section on (orporate 1o*ernance in the &nnual Reports of compan"$ with a detailed compliance report on (orporate 1o*ernance. Noncompliance of an" mandator" re8uirement of this clause with reasons thereof and the extent to which the non-mandator" re8uirements ha*e !een adopted should !e specificall" highlighted. The suggested list of items to !e included in this report is gi*en in A((e.ure- I 5 and list of non-mandator" re8uirements is gi*en in A((e.ure A I D' ii. The companies shall su!mit a 8uarterl" compliance report to the stock exchanges within :A da"s from the close of 8uarter as per the format gi*en in A((e.ure I =. The report shall !e signed either !" the (ompliance -fficer or the (hief Executi*e -fficer of the compan" :II' 5om3l,*(ce :. The compan" shall o!tain a certificate from either the auditors or practicing compan" secretaries regarding compliance of conditions of corporate go*ernance as stipulated in this clause and annex the certificate with the directors6 report$ which is sent annuall" to all the shareholders of the compan". The same certificate shall also !e sent to the Stock Exchanges along with the annual report filed !" the compan". <. The non-mandator" re8uirements gi*en in A((e.ure A I D ma" !e implemented as per the discretion of the compan". 0owe*er$ the disclosures of the compliance with mandator" re8uirements and adoption %and compliance' ) non-adoption of the nonmandator" re8uirements shall !e made in the section on corporate go*ernance of the &nnual Report. A((e.ure I A I(form*),o( )o 2e 3l*ced 2efore =o*rd of D,rec)or+ :. <. =. >. A. &nnual operating plans and !udgets and an" updates. (apital !udgets and an" updates. Suarterl" results for the compan" and its operating di*isions or !usiness segments. 4inutes of meetings of audit committee and other committees of the !oard. The information on recruitment and remuneration of senior officers Hust !elow the !oard le*el$ including appointment or remo*al of (hief 2inancial -fficer and the (ompan" Secretar". B. Show cause$ demand$ prosecution notices and penalt" notices which are materiall" important C. 2atal or serious accidents$ dangerous occurrences$ an" material effluent or pollution pro!lems. D. &n" material default in financial o!ligations to and !" the compan"$ or su!stantial nonpa"ment for goods sold !" the compan". E. &n" issue$ which in*ol*es possi!le pu!lic or product lia!ilit" claims of su!stantial nature$ including an" Hudgement or order which$ ma" ha*e passed strictures on the conduct of the compan" or taken an ad*erse *iew regarding another enterprise that can ha*e negati*e implications on the compan". :G. 3etails of an" Hoint *enture or colla!oration agreement. ::. Transactions that in*ol*e su!stantial pa"ment towards goodwill$ !rand e8uit"$ or intellectual propert". Listing Agreement form f: #! -

:<. Significant la!our pro!lems and their proposed solutions. &n" significant de*elopment in 0uman Resources) ndustrial Relations front like signing of wage agreement$ implementation of Joluntar" Retirement Scheme etc. :=. Sale of material nature$ of in*estments$ su!sidiaries$ assets$ which is not in normal course of !usiness. :>. Suarterl" details of foreign exchange exposures and the steps taken !" management to limit the risks of ad*erse exchange rate mo*ement$ if material. :A. Non-compliance of an" regulator"$ statutor" or listing re8uirements and shareholders ser*ice such as non-pa"ment of di*idend$ dela" in share transfer etc. A((e.ure I = Form*) of 7u*r)erl- 5om3l,*(ce Re3or) o( 5or3or*)e Go/er(*(ce N*me of )he 5om3*(-: 7u*r)er e(d,(0 o(: P*r),cul*r+ I' =o*rd of D,rec)or+ %&' (omposition of Ioard %I' Non-executi*e 3irectors6 compensation M disclosures %(' -ther pro*isions as to Ioard and (ommittees %3' (ode of (onduct II' Aud,) 5omm,))ee %&' Sualified M ndependent &udit (ommittee %I' 4eeting of &udit (ommittee %(' Powers of &udit (ommittee %3' Role of &udit (ommittee %E' Re*iew of nformation !" &udit (ommittee III' Su2+,d,*r- 5om3*(,e+ I:' D,+clo+ure+ %&' Iasis of related part" transactions %I' 3isclosure of &ccounting Treatment %(' Ioard 3isclosures %3' Proceeds from pu!lic issues$ rights issues$ preferential issues etc. %E' Remuneration of 3irectors %2' 4anagement %1' Shareholders :' 5E@/5F@ 5er),f,c*),o( :I' Re3or) o( 5or3or*)e Go/er(*(ce :II' 5om3l,*(ce Listing Agreement

5l*u+e of L,+),(0 *0reeme() >E: >E % &' >E % I' >E % (' >E % 3' >E % ' >E % &' >E % >E % >E >E % I' (' %3' E'

5om3l,*(ce S)*)u+ Ie+/No

Rem*rG+

>E % ' >E % J' >E % >E % >E % >E % J &' J I' J (' J 3'

>E % J E' >E % J 2' >E % J 1' >E %J' >E %J ' >E %J '

form f: #" -

No)e: :. The details under each head shall !e pro*ided to incorporate all the information re8uired as per the pro*isions of the (lause >E of the Listing &greement. <. n the column No.=$ compliance or non-compliance ma" !e indicated !" Qes)No)N.&.. 2or example$ if the Ioard has !een composed in accordance with the (lause >E of the Listing &greement$ NQesN ma" !e indicated. Similarl"$ in case the compan" has no related part" transactions$ the words +N.&., ma" !e indicated against >E % J &' =. n the remarks column$ reasons for non-compliance ma" !e indicated$ for example$ in case of re8uirement related to circulation of information to the shareholders$ which would !e done onl" in the &14)E14$ it might !e indicated in the NRemarksN column as F +will !e complied with at the &14,. Similarl"$ in respect of matters which can !e complied with onl" where the situation arises$ for example$ NReport on (orporate 1o*ernanceN is to !e a part of &nnual Report onl"$ the words Nwill !e complied in the next &nnual ReportN ma" !e indicated. A((e.ure I 5 Su00e+)ed L,+) of I)em+ )o =e I(cluded I( )he Re3or) o( 5or3or*)e Go/er(*(ce ,( )he A((u*l Re3or) of 5om3*(,e+ :. & !rief statement on compan"6s philosoph" on code of go*ernance. <. Ioard of 3irectors9 a. (omposition and categor" of directors$ for example$ promoter$ executi*e$ nonexecuti*e$ independent non-executi*e$ nominee director$ which institution represented as lender or as e8uit" in*estor. !. &ttendance of each director at the Ioard meetings and the last &14. c. Num!er of other Ioards or Ioard (ommittees in which he)she is a mem!er or (hairperson. d. Num!er of Ioard meetings held$ dates on which held. =. &udit (ommittee9 i. Irief description of terms of reference ii. (omposition$ name of mem!ers and (hairperson iii. 4eetings and attendance during the "ear >. Remuneration (ommittee9 i. ii. iii. i*. *. Irief description of terms of reference (omposition$ name of mem!ers and (hairperson &ttendance during the "ear Remuneration polic" 3etails of remuneration to all the directors$ as per format in main report.

A. Shareholders (ommittee9 i. Name of non-executi*e director heading the committee ii. Name and designation of compliance officer iii. Num!er of shareholders6 complaints recei*ed so far Listing Agreement form f: ## -

i*. Num!er not sol*ed to the satisfaction of shareholders *. Num!er of pending complaints B. 1eneral Iod" meetings9 i. Location and time$ where last three &14s held. ii. 7hether an" special resolutions passed in the pre*ious = &14s iii. 7hether an" special resolution passed last "ear through postal !allot F details of *oting pattern i*. Person who conducted the postal !allot exercise *. 7hether an" special resolution is proposed to !e conducted through postal !allot *i. Procedure for postal !allot C. 3isclosures9 i. 3isclosures on materiall" significant related part" transactions that ma" ha*e potential conflict with the interests of compan" at large. ii. 3etails of non-compliance !" the compan"$ penalties$ strictures imposed on the compan" !" Stock Exchange or SEI or an" statutor" authorit"$ on an" matter related to capital markets$ during the last three "ears. iii. 7histle Ilower polic" and affirmation that no personnel has !een denied access to the audit committee. i*. 3etails of compliance with mandator" re8uirements and adoption of the nonmandator" re8uirements of this clause D. 4eans of communication. i. ii. iii. i*. *. Suarterl" results Newspapers wherein results normall" pu!lished &n" we!site$ where displa"ed 7hether it also displa"s official news releases; and The presentations made to institutional in*estors or to the anal"sts.

E. 1eneral Shareholder information9 &14 9 3ate$ time and *enue 2inancial "ear 3ate of Iook closure 3i*idend Pa"ment 3ate Listing on Stock Exchanges Stock (ode 4arket Price 3ata 9 0igh.$ Low during each month in last financial "ear Performance in comparison to !road-!ased indices such as ISE Sensex$ (R S L index etc. ix. Registrar and Transfer &gents x. Share Transfer S"stem xi. 3istri!ution of shareholding xii. 3emateriali@ation of shares and li8uidit" xiii. -utstanding 13Rs)&3Rs)7arrants or an" (on*erti!le instruments$ con*ersion date and likel" impact on e8uit" Listing Agreement form f: #$ i. ii. iii. i*. *. *i. *ii. *iii.

xi*. Plant Locations x*. &ddress for correspondence A((e.ure I D No(-M*(d*)or- Re1u,reme()+ 1' The =o*rd The Ioard - & non-executi*e (hairman ma" !e entitled to maintain a (hairmanOs office at the compan"Os expense and also allowed reim!ursement of expenses incurred in performance of his duties. ndependent 3irectors ma" ha*e a tenure not exceeding$ in the aggregate$ a period of nine "ears$ on the Ioard of a compan". The compan" ma" ensure that the person who is !eing appointed as an independent director has the re8uisite 8ualifications and experience which would !e of use to the compan" and which$ in the opinion of the compan"$ would ena!le him to contri!ute effecti*el" to the compan" in his capacit" as an independent director.N 2' Remu(er*),o( 5omm,))ee i. The !oard ma" set up a remuneration committee to determine on their !ehalf and on !ehalf of the shareholders with agreed terms of reference$ the compan"6s polic" on specific remuneration packages for executi*e directors including pension rights and an" compensation pa"ment. ii. To a*oid conflicts of interest$ the remuneration committee$ which would determine the remuneration packages of the executi*e directors ma" comprise of at least three directors$ all of whom should !e non-executi*e directors$ the (hairman of committee !eing an independent director. iii. &ll the mem!ers of the remuneration committee could !e present at the meeting. i*. The (hairman of the remuneration committee could !e present at the &nnual 1eneral 4eeting$ to answer the shareholder 8ueries. 0owe*er$ it would !e up to the (hairman to decide who should answer the 8ueries. 3' Sh*reholder R,0h)+ & half-"earl" declaration of financial performance including summar" of the significant e*ents in last six-months$ ma" !e sent to each household of shareholders. ' Aud,) 1u*l,f,c*),o(+ (ompan" ma" mo*e towards a regime of un8ualified financial statements. !' Tr*,(,(0 of =o*rd Mem2er+ & compan" ma" train its Ioard mem!ers in the !usiness model of the compan" as well as the risk profile of the !usiness parameters of the compan"$ their responsi!ilities as directors$ and the !est wa"s to discharge them. Listing Agreement form f: #% -

"' Mech*(,+m for e/*lu*),(0 (o(-e.ecu),/e =o*rd Mem2er+ The performance e*aluation of non-executi*e directors could !e done !" a peer group comprising the entire Ioard of 3irectors$ excluding the director !eing e*aluated; and Peer 1roup e*aluation could !e the mechanism to determine whether to extend ) continue the terms of appointment of nonexecuti*e directors. #' Nh,+)le =lo4er Pol,cThe compan" ma" esta!lish a mechanism for emplo"ees to report to the management concerns a!out unethical !eha*iour$ actual or suspected fraud or *iolation of the compan"6s code of conduct or ethics polic". This mechanism could also pro*ide for ade8uate safeguards against *ictimi@ation of emplo"ees who a*ail of the mechanism and also pro*ide for direct access to the (hairman of the &udit committee in exceptional cases. -nce esta!lished$ the existence of the mechanism ma" !e appropriatel" communicated within the organi@ation. AG. (ompanies shall mandatoril" compl" with all the &ccounting Standards issued !" (& from time to time. A:. %:' The compan" agrees that it shall file the following information$ statements and reports on the Electronic 3ata nformation 2iling and Retrie*al %E3 2&R' we!site maintained !" National nformatics (entre %N ('$ on-line$ in such manner and format and within such time as ma" !e specified !" SEI 9 :. 2ull *ersion of annual report including the !alance sheet$ profit and loss account$ director6s report and auditor6s report; cash flow statements; half "earl" financial statements and 8uarterl" financial statements. <. (orporate go*ernance report. =. Shareholding pattern statement. >. Statement of action taken against the compan" !" an" regulator" agenc". A. Such other statement$ information or report as ma" !e specified !" SEI from time to time in this regard.

Pro*ided that the re8uirement of this clause shall !e in addition to and not in derogation from the re8uirements of other clauses of this listing agreement$ which ma" re8uire filing of an" statements$ reports and information in the ph"sical or other form with the exchange. %<' The compan" agrees that it shall appoint a compliance officer who shall !e responsi!le for filing the a!o*e information in the E3 2&R s"stem. The compliance officer and the compan" shall ensure the correctness and authenticit" of the information filed in the s"stem and that it is in conformit" with applica!le laws and terms of the listing agreement. Listing Agreement form f: $& -

%=' The compan" undertakes that while filing the information in the E3 2&R s"stem$ it shall make the following disclaimer clause9 5The information furnished a!o*e is certified !" Zcompan"6s name[ to !e true$ fair and accurate %except in respect of errors in or omissions from documents filed electronicall" that result solel" from electronic transmission errors !e"ond our control and in respect of which we take correcti*e action as soon as it is reasona!l" practica!le after !ecoming aware of the error or the omission'. SEI $ the Stock Exchanges or the N ( do not take an" responsi!ilit" for the accurac"$ *alidit"$ consistenc" and integrit" of the data entered and updated !" it.6 The name of the compliance officer with his designation and the compan"6s name shall !e displa"ed immediatel" !elow the disclaimer clause. %>' Notwithstanding an"thing in su!-clauses %:'$ %<' and %='$ the compan" need not file on the E3 2&R we!site$ an" information$ statement or report which has alread" !een filed on the (orporate 2iling and 3issemination S"stem in pursuance of clause A<.N A<. 5or3or*)e F,l,(0 444'cor3f,l,(0'co',( %:' The compan" agrees F %a' to file on the (23S$ such information$ statements and reports as ma" !e specified !" the Participating Stock Exchanges in this regard. %!' that the (ompliance -fficer$ appointed under clause >C%a' and the compan" shall !e responsi!le for ensuring the correctness$ authenticit" and comprehensi*eness of the information$ statements and reports filed under this clause and also for ensuring that such information is in conformit" with the applica!le laws and the listing agreement.N %c' to ensure that the electronic filing of information through (23S$ pursuant to compliance with an" clause of the listing agreement$ shall !e done within the time limit specified in the respecti*e clause of the listing agreement. %d' to put in place such infrastructure as ma" !e re8uired to compl" with the clause. Explanation9 2or the purposes of this clause F %i' The term N(orporate 2iling and 3issemination S"stem %(23S'N shall mean the portal at the LRL www.corpfiling.co.in or such other we!site as ma" !e specified !" the participating stock exchanges from time to time to take care of exigencies$ if an". %ii' The term NParticipating Stock ExchangesN shall mean the stock exchanges owning and maintaining (23S.N PR-J 3E3 &L7&QS &N3 T0E SSLER 0EREIQ RREJ-(&ILQ &1REES &N3 3E(L&RES T0&T unless the NSE agrees otherwise the ssuer will not without the pre*ious permission in writing of the (entral 1o*ernment)SEI withdraw its adherence to this agreement for listing its securities. Listing Agreement form f: $1 *(d D,++em,(*),o( S-+)em 85FDS96 /,;'6

&N3 T0E SSLER 0EREIQ 2LRT0ER &1REES &N3 3E(L&RES T0&T an" of its securities listed on the NSE shall remain on the list entirel" at the pleasure of the NSE &N3 T0&T nothing herein contained shall restrict or !e deemed to restrict the right of the NSE to suspend or remo*e from the list the said securities at an" time and for an" reason which the NSE considers proper in its a!solute discretion. f the ssuer fails to compl" with the pro*isions of the listing agreement or rele*ant &cts or pro*isions prescri!ed !" the Statutor" and Regulator" Iodies$ the NSE has the right to take suita!le action as it deems fit including le*" of fines)penalties$ suspension of securit" for dealings and delistings. N 7 TNESS 70ERE-2 the ssuer has caused these presents to !e executed and its (ommon Seal to !e hereunto affixed as of the da" and "ear first a!o*e written. The common seal of .............................................................. ............................................................................................... was hereunto affixed pursuant to a resolution passed at a meeting Signature of the Ioard of 3irectors of the compan" held on ...................da" of ........................$ ........in the presence of V XXXXXXXXXXX Signature ................................................................................................. %Name M 3esignation' &s re8uired in the &rticles of &ssociation of the (ompan"

Listing Agreement

form f: $2 -

Schedule I I++uerP+ l,+)ed Secur,),e+ 8for +h*re+ o(l-9 .ind of Securit" %Shares' Num!ers ssued Nominal Jalue Per share Rs. Paid-up Jalue Per Share Rs. Total Nominal Jalue Rs. Total Paid-up Jalue Rs. 3istincti*e Num!ers

Listing Agreement

form f: $3 -

Schedule II I++uerP+ l,+)ed Secur,),e+ 8for +ecur,),e+ o)her )h*( +h*re+9 Q,(d of Secur,)Amou() 8R+'9 L(,) 8R+'9 R*)e of I()ere+) D I()ere+) due D*)e D*)e of Redem3),o( D,+),(c),/e Num2er+

Listing Agreement

form f: $ -

Schedule III LISTING FEES Sr' No' : < P*r),cul*r+ nitial Listing 2ees &nnual Listing 2ees %!ased on paid up share$ !ond and) or de!enture and)or de!t capital$ etc.' a' Lpto Rs. : (rore !' &!o*e Rs. : (rore and upto Rs.A (rores c' &!o*e Rs. A (rore and upto Rs.:G (rores d' &!o*e Rs. :G (rore and upto Rs.<G (rores e' &!o*e Rs. <G (rore and upto Rs.=G (rores f' &!o*e Rs. =G (rore and upto Rs.>G (rores g' &!o*e Rs. >G (rore and upto Rs.AG (rores h' &!o*e Rs. AG (rores and upto Rs.:GG (rores i' &!o*e Rs. :GG (rore and upto Rs.:AG (rores H' &!o*e Rs. :AG (rore and upto Rs.<GG (rores k' &!o*e Rs. <GG (rore and upto Rs.<AG (rores l' &!o*e Rs. <AG (rore and upto Rs.=GG (rores m' &!o*e Rs. =GG (rore and upto Rs.=AG (rores n' &!o*e Rs. =AG (rore and upto Rs.>GG (rores o' &!o*e Rs. >GG (rore and upto Rs.>AG (rores p' &!o*e Rs. >AG (rore and upto Rs.AGG (rores Amou() 8R+'9 <A$GGG :G$GGG :A$GGG <A$GGG >A$GGG CG$GGG CA$GGG DG$GGG :$=G$GGG :$AG$GGG :$DG$GGG <$GA$GGG <$=G$GGG <$AA$GGG <$DG$GGG =$<A$GGG =$CA$GGG

(ompanies which ha*e a paid up share$ !ond and) or de!enture and)or de!t capital$ etc. of more than Rs.AGG crores will ha*e to pa" minimum fees of Rs.=$CA$GGG and an additional listing fees of Rs.<$AGG for e*er" increase of Rs.A crores or part thereof in the paid up share$ !ond and) or de!enture and)or de!t capital$ etc. (ompanies which ha*e a paid up share$ !ond and) or de!enture and)or de!t capital$ etc. of more than Rs.:$GGG crores will ha*e to pa" minimum fees of Rs.B$=G$GGG and an additional listing fees of Rs.<$CAG for e*er" increase of Rs.A crores or part thereof in the paid up share$ !ond and) or de!enture and)or de!t capital$ etc. Please draw "our (he8ues)3emand 3rafts fa*ouring N*),o(*l S)ocG E.ch*(0e of I(d,* L,m,)ed 3*-*2le *) Mum2*,'

Listing Agreement

form f: $! -

Schedule I:
Form*) for Elec)ro(,c L3lo*d A 5or3or*)e Ac),o(+ F,eld+ Form*) 5hecG+ S"m!ol /%:G' &s allotted !" the Exchange Series /%<' &s allotted !" the Exchange eg. ES$ N:$ N<$ P:$ P<$ etc. Iook (losure ) Record 3ate /%:' To indicate Iook (losure %I' ) Record 3ate %R' I( Start 3ate 33-444-QQQQ I( End 3ate 33-444-QQQQ Record 3ate 33-444-QQQQ Purpose /%<A' The detailed purpose can !e gi*en !" wa" of notes (orporate &ction T"pe V&s gi*en !elow The different t"pes of (& are gi*en !elow. (orporate &ction T"pe V&s gi*en !elow n case there are more than one t"pe the < nd row is used. 3i*idend Per Share /%N' 3i*idend T"pe nterim)2inal 3i*idend for 2inancial Qear 33-444-QQQQ 2rom 3i*idend for 2inancial Qear To 33-444-QQQQ 4eetings %&14' 3ate 33-444-QQQQ ssue of Securities F Ionus /%N' /%N' Ratio of Ionus ssue$ if the (& is for Ionus ssue of Securities F Rights ES f the Rights issue is of E8uit" shares$ the information is re8uired to !e entered ssue of Securities F Rights /%N' /%N' Ratio of Rights ssue$ if the (& is for Rights ssue of Securities F Rights /%N' ssue Price including premium nterest %P' /%N' nterest 2rom 3ate 33-444-QQQQ nterest To 3ate 33-444-QQQQ 4erger)0i*e -ff /%N' /%N' Ratio of 4erger ) &malgamation Split)Su! 3i*ision /%N' /%N' Ratio of Split ) Su! 3i*ision V (orporate &ction Ionus (omposite &ction (onsolidation (alls on Securities (on*ersion 3i*idend nterest 4erger)0i*e -ff 4eetings -thers Preferential -ffer &n" of the following (orporation &ction T"pes ha*e to !e selected

Listing Agreement

form f: $" -

Reduction in (apital Redemption Rights Split)Su! 3i*ision Schedule : Form*) for Elec)ro(,c L3lo*d A F,(*(c,*l Re+ul)+ F,eld+ Form*) 5hecG+ S"m!ol /%:G' &s allotted !" the Exchange 2rom 3ate 33-444QQQQ To 3ate 33-444QQQQ Result T"pe /%:' To indicate &udited$ Lnaudited or ProHect status Period T"pe /%<' To indicate whether the results are &N%&nnual'$ S:%:st Str'$ S< %<nd Str'$ S= %=rd Str'$ S> %>th Str'$ -T %-thers'$ 0: %:st 0alf'$ 0< %<nd 0alf' (umulati*e ) Non (umulati*e /%:' %( or N' To indicate whether the results are cumulati*e ) non cumulati*e i.e. S= F N will !e results for = months and not for E months Net Sales) ncome from Rs. in lakhs

: < =

-perations -ther ncome Total ncome %:W<' Expenditure a. ncrease)decrease in stock in trade and work in progress !. (onsumption of raw materials c. Purchase of traded goods d. Emplo"ees cost e. 3epreciation f. -ther expenditure g. Total %&n" item exceeding :GP of the total expenditure to !e shown separatel"' nterest Exceptional items Profit %W') Loss %-' from

Rs. in lakhs Rs. in lakhs Rs. in lakhs

> A B

Rs. in lakhs Rs. in lakhs Rs. in lakhs

Listing Agreement

form f: $# -

C D E :G :: :<

:=

-rdinar" &cti*ities !efore tax %=' - %>WAWB' Tax expense Net Profit %W') Loss %-' from -rdinar" &cti*ities after tax %C-D' Extraordinar" tems %net of tax expense Rs. #########' Net Profit%W') Loss%-' for the period %E-:G' Paid-up e8uit" share capital %2ace Jalue of the Share shall !e indicated' Reser*es excluding Re*aluation Reser*es as per !alance sheet of pre*ious accounting "ear Earnings Per Share %EPS' a' Iasic and diluted EPS !efore Extraordinar" items for the period$ for the "ear to date and for the pre*ious "ear %not to !e annuali@ed' !' Iasic and diluted EPS after Extraordinar" items for the period$ for the "ear to date and for the pre*ious "ear %not to !e annualised'

Rs. in lakhs Rs. in lakhs

Rs. in lakhs Rs. in lakhs Rs. in lakhs

Rs. in lakhs

n Rupees

No)e+: :. Please adhere to the a!o*e format as the same will !e directl" uploaded Please pro*ide the results on a 8uarterl" !asis %except the &nnual' Eg. 2or the = rd 8uarter gi*e the results for the =rd 8uarter onl" as against the entire E months.

Listing Agreement

form f: $$ -