Tranche I Prospectus (Debt Offer Document Final filed with ROC)

PUBLIC ISSUE BY OUR COMPANY OF UPTO 5,00,00,000 SECURED, RATED, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹1,000 EACH (EXCEPT IN CASE OF ZERO COUPON NCD, FACE VALUE SHALL BE ₹1,00,000 EACH), ("NCDs"), FOR AN AMOUNT AGGREGATING UP TO ₹500 CRORE ("BASE ISSUE SIZE") WITH A GREEN SHOE OPTION OF ₹4,500 CRORE AMOUNTING TO ₹5,000 CRORE ("TRANCHE I ISSUE LIMIT") ("TRANCHE I ISSUE") WHICH IS WITHIN THE SHELF LIMIT OF ₹10,000 CRORE AND IS BEING OFFERED BY WAY OF THIS TRANCHE I PROSPECTUS DATED JANUARY 9, 2026, CONTAINING INTER ALIA THE TERMS AND CONDITIONS OF TRANCHE I ISSUE ("TRANCHE I PROSPECTUS"), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED JANUARY 9, 2026, ("SHELF PROSPECTUS") FILED WITH THE ROC, STOCK EXCHANGE AND SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI"). THE SHELF PROSPECTUS AND THIS TRANCHE I PROSPECTUS CONSTITUTES THE PROSPECTUS ("PROSPECTUS"). THE ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED (THE "SEBI NCS REGULATIONS"), THE COMPANIES ACT, 2013 AND

RULES MADE THEREUNDER AS AMENDED (THE "COMPANIES ACT, 2013") TO THE EXTENT NOTIFIED AND THE SEBI MASTER CIRCULAR. THE ISSUE IS NOT UNDERWRITTEN.

OUR PROMOTER

The President of India, acting through and represented by Ministry of Power, Government of India. For further details of our Promoter please see "Our Promoter" on page 217 of the Shelf Prospectus.

GENERAL RISKS

Investment in non-convertible securities is risky, and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved in it. Specific attention of the Investors is invited to the chapters "Risk Factors" on page 18 of the Shelf Prospectus and "Material Developments" on pages 240 and 50 of the Shelf Prospectus and Tranche I Prospectus, respectively, before making an investment in such Issue. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities or investor's decision to purchase such securities. This Tranche I Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India ("RBI"), any registrar of companies or any stock exchange in India nor do they guarantee the

accuracy or adequacy of this document.

COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT AND ELIGIBLE INVESTORS

For details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date, Redemption Amount and Eligible Investors of the NCDs, see "Issue Related Information" on page 73.

CREDIT RATING

The NCDs proposed to be issued under the Issue have been rated 1) 'Crisil AAA/Stable' (pronounced as "Crisil triple A rating" with stable outlook) by Crisil Ratings Limited ("Crisil") to the long term borrowing programme of our Company for an amount up to ₹1,15,000 crore for Fiscal 2026 vide its letter dated March 28, 2025 revalidated on January 6, 2026 read with the press release and credit bulletin dated March 27, 2025 and July 29, 2025, respectively; 2) 'CARE AAA; Stable' by CARE Ratings Limited ("CARE")' to the long term borrowing programme of our Company for an amount of up to ₹1,15,000 crore vide its letter dated March 28, 2025, revalidated as on December 31, 2025 for Fiscal 2026, read with the press release dated October 08, 2025; and 3) '[ICRA]AAA (Stable) ("ICRA") to the long term borrowing programme of our Company for an amount up to ₹1,15,000 crore for Fiscal 2026 vide its letter dated March 26, 2025 revalidated on January 2, 2026 read with the press release dated March 26, 2025; are valid as on the date of this Tranche I Prospectus and shall remain valid until withdrawn. Securities with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. These ratings are subjected to a periodic review during which they may be raised, affirmed, lowered, withdrawn, or placed on Rating Watch at any time on the basis of factors such as new information. Each rating should be evaluated independently of any other rating. The Credit Rating Agencies' website will have the latest information on all its outstanding ratings. In case of any change in credit ratings till the listing of NCDs, our Company will inform the investors

through public notices/ advertisements in all those newspapers in which pre issue advertisement has been given. For the rating letters, rationale, credit ratings and press release for these ratings, see "Annexure A" of this Tranche I Prospectus. There are no unaccepted ratings and any other ratings other than as specified in the Shelf Prospectus and this Tranche I Prospectus.

LISTING

The NCDs offered through the Shelf Prospectus and this Tranche I Prospectus are proposed to be listed on the National Stock Exchange of India Limited ("NSE") (the "Stock Exchange"). Our Company has received an 'in-principle'

approval from NSE vide its letter number NSE/LIST/D/2025/0285 dated December 23, 2025. NSE shall be the Designated Stock Exchange for this Tranche I Issue.

PUBLIC COMMENTS

The Draft Shelf Prospectus dated December 22, 2025 was filed with NSE pursuant to the provisions of the SEBI NCS Regulations and was kept open for public comments for a period of one day from the date of filing of the Draft Shelf

Prospectus with NSE i.e. December 23, 2025. No comments were received on the Draft Shelf Prospectus until 5:00 p.m. (Indian Standard Time) of December 23, 2025.

LEAD MANAGERS TO THE ISSUE

REGISTRAR TO THE ISSUE

Nuvama Wealth Management Limited

801-804, Wing A, Building No 3 Inspire BKC, G Block, Bandra Kurla Complex, Bandra East, Mumbai -400 051

Tel: +91 22 4009 4400

Fax: NA

Email: pfc.ncd@nuvama.com Investor Grievance Email: customerservice.mb@nuvama.com Website: www.nuvama.com

Contact Person: Saili Dave

A.K. Capital Services Limited

603, 6th Floor Windsor Off CST Road

Kalina Santacruz (East) Mumbai - 400 098 Maharashtra, India Tel: +91 22 6754 6500

Fax: +91 22 66100594

Email: pfc.ncd2025@akgroup.co.in Investor Grievance Email: investor.grievance@akgroup.co.in Website: www.akgroup.co.in

Contact Person: Pankaj Agrawal

Tipsons Consultancy Services Private Limited

1stFloor, Sheraton House Opposite Ketav Petrol Pump Polytechnic Road, Ambawadi, Ahmedabad - 380015

Tel: +91 79 6682 8126

Fax: NA

Email: pfc.ncd@tipsons.com Investor Grievance Email: igr@tipsons.com

Website: https://www.tipsons.com

Contact person: Divyani Koshta

Trust Investment Advisors Private Limited

109/110, Balarama, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

Maharashtra, India

Tel: +91 22 4084 5000

Fax: +91 22 4084 5066

Email: PFC@trustgroup.in Investor Grievance Email: customercare@trustgroup.in Website: www.trustgroup.in

Contact Person: Lokesh Singhi

KFIN Technologies Limited

301, The Centrium,

3rd Floor, 57,

Lal Bahadur Shastri Road, Nav Pada, Kurla (West),

Kurla, Mumbai, Maharashtra, India, 400070

Tel: +91 40 6716 2222

Fax: +91 40 6716 1563

Email: pfcl.ncdipo@kfintech.com Investor Grievance Email: einward.ris@kfintech.com Website: www.kfintech.com

Contact Person: M. Murali Krishna

DEBENTURE TRUSTEE

CREDIT RATING AGENCIES

STATUTORY AUDITORS

Beacon Trusteeship Limited*

5W, 5thFloor, The Metropolitan, E-Block, Bandra Kurla Complex,

Bandra (E), Mumbai - 400 051 Maharashtra, India

Tel.: 022-46060278

Email:compliance@beacontrustee.co.in Website: www.beacontrustee.co.in Contact Person: Ritobrata Mitra

Crisil Ratings Limited CARE Ratings Limited ICRA Limited

th

Crisil Limited, Lightbridge IT Park, 4 Floor, Godrej Coliseum 2nd Floor, Tower A, Building 8, DLF

Saki Vihar Somaiya Hospital Road, Phase 2, Sector 24, Gurugram, Road, Andheri East, Mumbai Off Eastern Express Highway, Haryana 122002

400 072 Maharashtra, India Sion (East), Mumbai - 400 022 Tel: +91 22 6114 3406

Tel: +91 22 6137 3000 (B) Maharashtra, India Email: rohitg@icraindia.com

Email: crisilratingdesk@crisil.com Tel: +91 22 6754 3456 Website: www.icra.in

Website: www.Crisilratings.com Email: Contact Person: Mr. Rohit Gupta

Contact Person: Ajit Velonie Priyesh.Ruparelia@careedge.in

Website: https://www.careedge.in

Contact Person: Priyesh Rupareliaa

Thakur, Vaidyanath Aiyar & Mehra Goel & Co., Co., Chartered Accountants Chartered Accountants

221-223, Deendayal Upadhyay 308-312A, INMACS, 3rdFloor, Marg, New Delhi, 110002 Chiranjiv Tower43, Nehru Tel: 23236958-59-60, 23237772 Place, New Delhi - 110019

Email: tvandeca@gmail.com Tel: +91 011 40054070

ICAI Firm Registration No. Email: mg@mehragoelco.com 000038N ICAI Firm Registration No. Contact person: K.K. Upadhyay 000517N

Contact person: Vaibhav Jain

ISSUE PROGRAMME**

TRANCHE I ISSUE OPENS ON: FRIDAY, JANUARY 16, 2026

TRANCHE I ISSUE CLOSES ON: FRIDAY, JANUARY 30, 2026

Term

Description

"Issuer" or "PFC" or "our Company" or "the Company"

Power Finance Corporation Limited, a public limited company incorporated under the erstwhile Companies Act, 1956, having its CIN L65910DL1986GOI024862 and having its registered office and corporate office situated at "Urjanidhi", 1, Barakhamba Lane, Connaught Place, New

Delhi 110 001.

We/ us / our

Unless the context otherwise indicates or implies, refers to our Company.

"Promoter"

The President of India acting through the Ministry of Power, Government of India

Term

Description

"Articles" or "Articles of

Association" or "AOA"

Articles of Association of our Company, as amended from time to time.

Associates

The associates of our Company as listed in the section "History and Main Objects" on page 192 of the Shelf Prospectus.

Audit Committee

Audit committee of the Board of Directors of our Company, constituted in accordance with applicable laws and as reconstituted by board resolution dated May 20, 2025 by Board of

Directors of the Company.

2025 Audited Financial Statements

Reference is being made to the 2025 Audited Standalone Financial Statements and the 2025

Audited Consolidated Financial Statements, together.

2025 Audited Consolidated Financial Statements

The annual consolidated balance sheet as at March 31, 2025 and the annual consolidated statement of profit and loss (including the statement of other comprehensive income) for the year financial ended March 31, 2025 and the annual consolidated statement of cash flows for the financial year ended March 31, 2025 and the annual consolidated statement of changes in equity for the financial year ended March 31, 2025 of our Company prepared in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended along with the audit report dated May

21, 2025.

2024 Audited Financial Statements

Reference is being made to the 2024 Audited Standalone Financial Statements and the 2024

Audited Consolidated Financial Statements, together.

2024 Audited Consolidated Financial Statements

The annual consolidated balance sheet as at March 31, 2024 and the annual consolidated statement of profit and loss (including the statement of other comprehensive income) for the financial year ended March 31, 2024 and the annual consolidated statement of cash flows for the financial year ended March 31, 2024 and the annual consolidated statement of changes in equity for the financial year ended March 31, 2024 of our Company prepared in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013 read with the Companies

(Indian Accounting Standards) Rules, 2015, as amended along with the audit report dated May 15, 2024.

2023 Audited Financial Statements

Reference is being made to the 2023 Audited Standalone Financial Statements and the 2023 Audited Consolidated Financial Statements, together.

2023 Audited Consolidated Financial Statements

The annual consolidated balance sheet as at March 31, 2023 and the annual consolidated statement of profit and loss (including the statement of other comprehensive income) for the financial year ended March 31, 2023 and the annual consolidated statement of cash flows for the financial year ended March 31,2023 and the annual consolidated statement of changes in

equity for the financial year ended March 31, 2023 of our Company prepared in accordance with

Term

Description

accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended along with the audit report dated May

27, 2023.

Audited Consolidated Financial Statements

Collectively, the 2023 Audited Consolidated Financial Statements, 2024 Audited Consolidated Financial Statements and 2025 Audited Consolidated Financial Statements.

2025 Audited Standalone Financial Statements

The annual standalone balance sheet as at March 31, 2025 and the annual standalone statement of profit and loss (including the statement of other comprehensive income) for the financial year ended March 31, 2025 and the annual standalone statement of cash flows for the financial year ended March 31, 2025 and the annual standalone statement of changes in equity for the financial year ended March 31, 2025 of our Company prepared in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting

Standards) Rules, 2015, as amended along with the audit report dated May 21, 2025.

2024 Audited Standalone Financial Statements

The annual standalone balance sheet as at March 31, 2024 and the annual standalone statement of profit and loss (including the statement of other comprehensive income) for the financial year ended March 31, 2024 and the annual standalone statement of cash flows for the financial year ended March 31, 2024 and the annual standalone statement of changes in equity for the financial year ended March 31, 2024 of our Company prepared in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting

Standards) Rules, 2015, as amended along with the audit report dated May 15, 2024 .

2023 Audited Standalone Financial Statements

The annual standalone balance sheet as at March 31, 2023 and the annual standalone statement of profit and loss (including the statement of other comprehensive income) for the financial year ended March 31, 2023 and the annual standalone statement of cash flows for the financial year ended March 31, 2023 and the annual standalone statement of changes in equity for the financial year ended March 31, 2023 of our Company prepared in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under

section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended along with the audit report dated May 27, 2023.

Audited Standalone Financial

Statements

Collectively, the 2023 Audited Standalone Financial Statements, 2024 Audited Standalone

Financial Statements and 2025 Audited Standalone Financial Statements.

Audited Financial Statements

Collectively, the Audited Consolidated Financial Statements and Audited Standalone Financial Statements.

"Auditors" or "Statutory Auditors" or "Joint Statutory Auditors"

The current joint statutory auditors of our Company, namely, Thakur, Vaidyanath Aiyar & Co., Chartered Accountants and Mehra Goel & Co., Chartered Accountants.

"Board" or "Board of Directors" or "our Board" or "our Board of Directors"

Board of Directors of our Company and includes any duly constituted committee thereof.

Corporate Social Responsibility Committee

Corporate Social Responsibility committee constituted by our Board of Directors and reconstituted by our Board of Directors by board resolution dated May 20, 2025, in accordance

with applicable laws.

Committee

A committee constituted by the Board, and as reconstituted from time to time.

Committee of ED

Committee of executive directors

Company Secretary and Compliance Officer of the

Company

Mr. Manish Kumar Agarwal appointed as the Company Secretary and Compliance Officer of the Company by a board resolution dated May 9, 2023.

Corporate Office

"Urjanidhi", 1, Barakhamba Lane, Connaught Place, New Delhi 110 001.

Directors

Directors of our Company.

Erstwhile Auditors

Previous statutory auditors of the Company namely, Prem Gupta & Company, Chokshi & Chokshi LLP Dass Gupta & Associates, and Dass Gupta & Associates, Chartered Accountants,

collectively.

Equity Shares

Equity shares of the Company of face value of ₹10 each

ESOP(s)

Employee stock options.

Gross Stage 3 book

Also referred to as Gross NPA.

Gross Stage 3 (%)

Also referred to as Gross NPAs to Gross Advances %.

Group Company(ies)

Companies identified as group companies for the purpose of this Issue and as listed in the section

"Our Group Companies" on page 218 of the Shelf Prospectus.

HY 2026 Unaudited Special

Purpose Interim Condensed Consolidated Financial Statements

The unaudited special purpose interim condensed consolidated financial statements of our

Company for the six months ended September 30, 2025 along with the limited review report dated November 7, 2025.

HY 2026 Unaudited Special Purpose Interim Condensed Standalone Financial Statements

The unaudited special purpose interim condensed standalone financial statements of our Company for the six months ended September 30, 2025 along with the limited review report dated November 7, 2025.

HY 2026 Unaudited Special

Collectively, the HY 2026 Unaudited Special Purpose Interim Condensed Consolidated

Term

Description

Purpose Interim Condensed

Financial Statements

Financial Statements and HY 2026 Unaudited Special Purpose Interim Condensed Standalone

Financial Statements.

HY Fiscal 2026

The financial period from April 1, 2025 to September 30, 2025

Independent Director(s)

The independent director(s) on our Board, in terms of Section 2(47) and Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

IPDS

Integrated Power Development Scheme.

KMP / Key Managerial Personnel

Key managerial personnel of our Company as disclosed in the Shelf Prospectus and this Tranche I Prospectus and appointed in accordance with Section 203 of the Companies Act, 2013, as defined under Section 2(51) of the Companies Act, 2013 and under Regulation 2(sa) of the SEBI

NCS Regulations.

"MoA" or "Memorandum" or

"Memorandum of Association"

Memorandum of Association of our Company.

Net Stage 3 (%)

Referred to as Net NPAs to Net Advances %.

Net Stage 3

Referred to as Net NPA.

Nomination and Remuneration Committee

Nomination and remuneration committee constituted by the Board of Directors and reconstituted by our Board of Directors by board resolution dated May 20, 2025, in accordance

with applicable laws.

Networth

As defined in Section 2(57) of the Companies Act, 2013, as follows:

"Networth means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet but does not include

reserves created out of revaluation of assets, write back of depreciation and amalgamation."

PFCCL

PFC Consulting Limited.

PFCGEL

PFC Green Energy Limited.

PFCIIFL

PFC Infra Finance IFSC Limited.

PPL

PFC Project Limited.

PTC

PTC India Limited.

REC

REC Limited.

RECPDCL

REC Power Development & Consultancy Limited.

RAPDRP

Restructured Accelerated Power Development and Reforms Program.

Registered Office

The registered office situated at "Urjanidhi", 1, Barakhamba Lane, Connaught Place, New Delhi 110 001.

Risk Management Committee/

RMC

Risk Management Committee constituted by the Board of Directors and reconstituted by Board

of Directors vide board resolution dated December 17, 2022, in accordance with applicable laws.

"Senior Management Personnel" or "SMP"

Senior Management Personnel of our Company in accordance with definition of Senior Management in Regulation 2 (1) (iia) of the SEBI NCS Regulations, as described in "Our Management" on page 204 of the Shelf Prospectus.

RoC/ Registrar of Companies

Registrar of Companies, Delhi and Haryana at New Delhi.

RTA Master Circular

Securities and Exchange Board of India Master Circular for Registrars to an Issue and Share

Transfer Agents' dated June 23, 2025, bearing reference number SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91.

SEBI Delisting Regulations

Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as

amended from time to time.

Shareholders

The holders of the Equity Shares of the Company from time to time.

Stakeholders' Relationship and Shareholders'/Investors' Grievance Committee

Stakeholders' Relationship and Shareholders'/Investors' Grievance Committee as constituted by the Board of Directors by board resolution dated May 20, 2025, in accordance with applicable laws.

Subsidiaries

The subsidiaries of our Company namely, PFC Consulting Limited, REC Limited, REC Power Development & Consultancy Limited, PFC Projects Limited and PFC Infra Finance IFSC

Limited.

Total Borrowing(s)/ Total Debt

Debt securities plus borrowings (other than debt securities).

Zero Coupon NCDs

Zero coupon bonds of face value of ₹1,00,000 each offered through the Shelf Prospectus and

this Tranche I Prospectus.

Term

Description

Abridged Prospectus

A memorandum accompanying the application form for a public issue containing such salient features of the Shelf Prospectus and this Tranche I Prospectus as specified by SEBI.

Acknowledgement Slip/

Transaction Registration Slip/ TRS

The slip or document issued by any of the Members of the Consortium, the SCSBs, or the

Trading Members as the case may be, to an Applicant upon demand as proof of registration of

Term

Description

his application for the NCDs.

A. K. Capital

A. K. Capital Services Limited

Allotment Advice

The communication sent to the Allottees conveying the details of NCDs allotted to the Allottees

in accordance with the Basis of Allotment

"Allotment", "Allot" or Allotted

Unless the context otherwise requires, the issue and allotment of NCDs to the successful Applicants pursuant to this Tranche I Issue.

Allottee(s)

The successful Applicant to whom the NCDs are Allotted either in full or part, pursuant to this Tranche I Issue

"Applicant" or "Investor"

Any person who applies for issuance and Allotment of NCDs through ASBA process or through UPI Mechanism pursuant to the terms of the Shelf Prospectus and this Tranche I Prospectus, the Abridged Prospectus, and the Application Form for the Tranche I Issue.

"Application" or "ASBA Application"

An application (whether physical or electronic) to subscribe to the NCDs offered pursuant to this Tranche I Issue by submission of a valid Application Form and authorising an SCSB to block the Application Amount in the ASBA Account or to block the Application Amount using the UPI Mechanism, where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by retail investors for an Application Amount of upto UPI Application Limit which will be considered as the application for Allotment in terms of the Shelf Prospectus and this

Tranche I Prospectus.

Application Amount

The aggregate value of the NCDs applied for, as indicated in the Application Form for this Tranche I Issue.

Application Form / ASBA Form

Form in terms of which an Applicant shall make an offer to subscribe to NCDs through the

ASBA process or through the UPI Mechanism and which will be considered as the Application for Allotment of NCDs in terms of the Shelf Prospectus and this Tranche I Prospectus.

ASBA Account

An account maintained with a SCSB and specified in the Application Form which will be blocked by such SCSB to the extent of the Application Amount mentioned in the Application Form by an Applicant and will include a bank account of a retail individual investor linked with

UPI, for retail individual investors submitting application value up to UPI Application Limit.

ASBA Applicant

Any Applicant who applies for NCDs through the ASBA process.

Banker to this Tranche I Issue

Collectively, Public Issue Account Bank, Refund Bank and Sponsor Bank being HDFC Bank

Limited.

Base Issue Size

₹500 crore.

Basis of Allotment

The basis on which NCDs will be allotted to applicants, under this Tranche I Prospectus and as

specified in "Issue Procedure - Basis of Allotment" on page 135.

Bidding Centres

Centres at which the Designated Intermediaries shall accept the Application Forms, i.e., Designated Branches of SCSB, Specified Locations for Members of the Consortium, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs, and Designated CDP

Locations for CDPs.

Broker Centres

Broker centres notified by the stock exchanges (i.e. NSE and BSE) where Applicants can submit the ASBA Forms (including ASBA Forms under UPI in case of UPI Investors) to a Registered Broker. The details of such Broker Centres, along with the names and contact details of the Trading Members are available on the website of the stock exchanges at

https://www.nseindia.com/ and https://www.bseindia.com.

BSE

BSE Limited.

Category I (Institutional Investors)

• Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral development financial institutions which are authorised to invest in the NCDs;

• Provident funds and pension funds each with a minimum corpus of ₹25 crores registered with the Pension Fund Regulatory and Development Authority, superannuation funds and gratuity funds, which are authorised to invest in the NCDs;

• Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012; as amended;

• Resident Venture Capital Funds registered with SEBI;

• Insurance companies registered with the IRDAI;

• State industrial development corporations;

• Insurance funds set up and managed by the army, navy, or air force of the Union of India;

• Insurance funds set up and managed by the Department of Posts, the Union of India;

• Systemically Important Non-Banking Financial Company registered with the RBI and having a net-worth of more than ₹500 crore as per the last audited financial statements;

• National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; and

• Mutual funds registered with SEBI.

Category II

(Non-Institutional Investors)

• Companies within the meaning of Section 2(20) of the Companies Act, 2013;

• Statutory bodies/ corporations and societies registered under the applicable laws in India

Term

Description

and authorised to invest in the NCDs;

• Co-operative banks and regional rural banks;

• Trusts including public/private charitable/religious trusts which are authorised to invest in the NCDs;

• Educational institutions and association of persons and/or bodies established pursuant to or registered under any central or state statutory enactment which are authorised to invest in the NCDs;

• Scientific and/or industrial research organisations, which are authorised to invest in the NCDs;

• Partnership firms in the name of the partners;

• Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009);

• Association of Persons; and

• Any other incorporated and/ or unincorporated body of persons.

Category III (High Net Worth Individual Investors)

Resident Indian individuals or Hindu Undivided Families through the Karta applying for an

amount aggregating to above ₹10,00,000 across all options of NCDs in this Tranche I Issue.

Category IV

(Retail Individual Investors)

Resident Indian individuals or Hindu Undivided Families through the Karta applying for an amount aggregating up to and including ₹10,00,000 across all options of NCDs in this Tranche I Issue and shall include Retail Individual Investors, who have submitted bid for an amount not

more than UPI Application Limit in any of the bidding options in the Tranche I Issue (including HUFs applying through their Karta and does not include NRIs) though UPI Mechanism.

CIBIL

TransUnion CIBIL Limited.

Client ID

Client identification number maintained with one of the Depositories in relation to the demat account.

"Collecting Depository Participant" or "CDP"

A depository participant as defined under the Depositories Act, 1996, registered with SEBI and who is eligible to procure Applications in the Issue, at the Designated CDP Locations in terms

of the SEBI Master Circular.

Collecting Registrar and Share Transfer Agents or

CRTAs

Registrar and share transfer agents registered with SEBI and eligible to procure Applications, at the Designated RTA Locations.

Consortium Agreement

Consortium Agreement dated January 9, 2026, entered into amongst the Company, Lead

Managers and Consortium Members.

Consortium Members

Nuvama Wealth and Investment Limited, A.K. Stockmart Private Limited, Tipsons Stock Brokers Private Limited, Trust Financial Consultancy Services Private Limited and Trust

Securities Services Private Limited.

Consortium / Members of the Consortium / Members

of Syndicate (each individually, Member of the Consortium)

The Lead Managers and the Consortium Members.

Coupon/ Interest Rate

Please see "Terms of the Issue - Interest/ Coupon on NCDs" on page 90.

Credit Rating Agencies

CARE, ICRA and Crisil

"CRISIL"/ "CRISIL Ratings"

CRISIL Ratings Limited

Debenture Holder(s) /NCD Holder(s)

The holders of the NCDs whose name appears in the database of the relevant Depository and/or

the register of NCD Holders (if any) maintained by our Company if required under applicable law.

Debenture Trust Deed

The trust deed to be entered between the Debenture Trustee and our Company which shall be executed in relation to the NCDs within the time limit prescribed by applicable statutory and/or regulatory requirements in favour of the Debenture Trustee for the NCD Holders, terms of which will inter alia govern the powers, authorities and obligations of the Debenture Trustee.

The contents of the Debenture Trust Deed shall be as prescribed by SEBI or any other applicable statutory/regulatory body from time to time.

Debenture Trustee/ Trustee

Trustees for the NCD holders in this case being Beacon Trusteeship Limited.

Debenture Trustee Agreement

Agreement dated December 11, 2025 entered into between the Debenture Trustee and the

Company wherein the appointment of the Debenture Trustee to this Tranche I Issue, is agreed between our Company and the Debenture Trustee.

Deemed Date of Allotment

The date on which the Director (Finance) approves the Allotment of the NCDs, pursuant to the authorisation accorded by the Board of Directors notified to the Designated Stock Exchange. The actual Allotment of NCDs may take place on a date other than the Deemed Date of

Allotment. All benefits relating to the NCDs including interest on NCDs shall be available to the Debenture Holders from the Deemed Date of Allotment.

Demographic Details

The demographic details of the Applicants such as their respective addresses, email, UPI ID,

PAN, investor status, MICR Code and bank account detail.

Designated Branches

Such branches of the SCSBs which shall collect the Application Forms, a list of which is

Term

Description

available on the website of the SEBI at http://www.sebi.gov.in/sebi_data/attachdocs/1365051213899.html or https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=44 or

at such other weblink as may be prescribed by SEBI from time to time.

Designated CDP Locations

Such locations of the CDPs where Applicants can submit the ASBA Forms, a list of which, along with names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms are available on the website of the stock exchanges at https://www.nseindia.com and

https://www.bseindia.com.

Designated Date

The date on which the Registrar to the Issue issues instructions for the transfer of funds blocked by the SCSBs from the ASBA Accounts to the Public Issue Account and/or the Refund Account, as appropriate, after finalisation of the Basis of Allotment, in terms of the Shelf Prospectus and

this Tranche I Prospectus following which the NCDs will be Allotted in this Tranche I Issue

Designated Intermediaries

Collectively, members of the Consortium, Sub-Consortium/agents, Trading Members, SCSBs, Registered Brokers, CDPs and RTAs, who are authorised to collect Application Forms from the Applicants in the Issue.

In relation to ASBA applicants authorising an SCSB to block the amount in the ASBA Account, Designated Intermediaries shall mean SCSBs.

In relation to ASBA applicants submitted by Retail Individual Investors where the amount will be blocked upon acceptance of UPI Mandate Request using the UPI Mechanism, Designated Intermediaries shall mean the CDPs, RTAs, Lead Managers, Members of the Consortium, Trading Members and stock exchanges (i.e. NSE and BSE) where applications have been

submitted through the app/web interface as provided in the SEBI Master Circular.

Designated RTA Locations

Such locations of the CRTAs where Applicants can submit the ASBA Forms to CRTAs, a list of which, along with names and contact details of the CRTAs eligible to accept ASBA Forms available on the websites of the respective stock exchanges at https://www.nseindia.com/ and

https://www.bseindia.com and updated from time to time.

Designated Stock Exchange

The designated stock exchange for the Issue, being the NSE.

Direct Online Application

An online interface enabling direct applications through UPI by an app based/web interface of stock exchanges (i.e. NSE and BSE), by Applicants to the Issue with an online payment facility.

Draft Shelf Prospectus

The Draft Shelf Prospectus dated December 22, 2025, filed by our Company with the Stock Exchange for receiving public comments and with, SEBI for record purposes in accordance with the provisions of the Companies Act, 2013 and the SEBI NCS Regulations.

EESL

Energy Efficiency Services Limited.

ICRA

ICRA Limited.

Interest Payment Date / Coupon Payment Date

Please see "Terms of the Issue" on page 81.

Issue

Public Issue by the Company of up to 10,00,00,000 secured, rated, listed, redeemable, non-

convertible debentures of face value ₹1,000 each (except in case of zero coupon NCD, face value shall be ₹1,00,000 each), for an amount aggregating up to ₹10,000 crore pursuant to the Shelf Prospectus in one or more tranches. The Issue is being made pursuant to the provisions of SEBI NCS Regulations, the Companies Act, 2013 and rules made thereunder as amended to the

extent notified and the SEBI Master Circular.

Issue Agreement

The Issue Agreement dated December 22, 2025 entered between the Company and Nuvama Wealth Management Limited, A.K. Capital Services Limited, Tipsons Consultancy Services Private Limited and Trust Investment Advisors Private Limited; the Lead Managers to the Issue.

"Issue Documents" or "Offer Documents"

The Draft Shelf Prospectus, the Shelf Prospectus, this Tranche I Prospectus, the Abridged Prospectus, the Application Form, and supplemental information, if any, read with any notices,

corrigenda and addenda thereto.

"Lead Managers" or "LMs"

Nuvama Wealth Management Limited, A.K. Capital Services Limited, Tipsons Consultancy

Services Private Limited and Trust Investment Advisors Private Limited.

Limited Liability Partnerships

Limited liability partnerships registered under the Limited Liability Partnership Act, 2008, as amended.

Listing Agreement

The uniform listing agreement entered into between our Company and the Designated Stock Exchange in connection with the listing of debt securities of our Company.

Market Lot

1 (One) NCD.

Mobile App(s)

The mobile applications listed on the website of stock exchanges (i.e. NSE and BSE) as may be updated from time to time, which may be used by Retail Individual Bidders to submit Bids

using the UPI Mechanism.

"Maturity Date" or "Redemption

Date"

Please see "Terms of the Issue" on page 81.

Minimum Security Cover

Minimum security cover of at least 100% of the outstanding principal and interest amounts of

Term

Description

the NCDs.

NCDs / Debentures

Secured, rated, taxable, listed, redeemable, non-convertible debentures of face value of ₹1,000 each (except in case of zero coupon NCD, face value shall be ₹1,00,000 each), aggregating up to ₹10,000 crores offered through the Draft Shelf Prospectus, the Shelf Prospectus and the

relevant Tranche Prospectus.

Nuvama

Nuvama Wealth Management Limited.

NSE

National Stock Exchange of India Limited.

OCB or Overseas Corporate Body

A company, partnership, society, or other corporate body owned directly or indirectly to the extent of at least 60% (sixty percent) by NRIs including overseas trusts, in which not less than 60% (sixty percent) of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits

under the general permission granted to OCBs under the FEMA. OCBs are not permitted to invest in this Tranche I Issue.

Public Issue Account

Account to be opened with the Banker to the Issue to receive monies from the ASBA Accounts maintained with the SCSBs (including under the UPI mechanism) on the Designated Date, for this Tranche I Issue.

Public Issue Account, Refund Account and Sponsor Account Agreement

Agreement dated January 9, 2026, entered into amongst our Company, the Registrar to the Issue, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank and the Lead Managers for the appointment of the Sponsor Bank in accordance with the SEBI Master Circular and for collection of the Application Amounts from ASBA Accounts under the UPI mechanism from the Applicants on the terms and conditions thereof and where applicable,

refund of the amounts collected from the applicants.

Public Issue Account Bank

Banks which are clearing members and registered with SEBI under the Securities and Exchange

Board of India (Bankers to an Issue) Regulations, 1994, with whom the Public Issue Account will be opened, in this Tranche I Issue being HDFC Bank Limited.

Record Date

15 (fifteen) Days prior to the interest payment date, and/or Redemption Date for NCDs issued under this Tranche I Prospectus. In case of redemption of NCDs, the trading in the NCDs shall remain suspended between the Record Date and the date of redemption. In case the Record Date falls on a day when the Stock Exchange are having a trading holiday, the immediately preceding

trading day or a date notified by our Company to the Stock Exchange, will be deemed as the Record Date.

Recovery Expense Fund

A fund created by our Company in the manner as specified by SEBI in SEBI Debenture Trustee Master Circular as amended from time to time.

Refund Account

Account to be opened with the Refund Bank from which refunds, if any, of the whole or any

part of the Application Amount shall be made.

Redemption Amount

Please see "Terms of the Issue" on page 81.

Redemption Date

Please see "Terms of the Issue" on page 81.

Refund Bank

HDFC Bank Limited.

Register of NCD holders

The register of NCD holders/Debenture Holders maintained by the Issuer/RTA in accordance

with the provisions of the Companies Act, 2013 and by the Depositories in case of NCDs held in dematerialised form.

Registrar Agreement

Agreement dated December 22, 2025, entered into between the Issuer and the Registrar under the terms of which the Registrar has agreed to act as the Registrar to the Issue.

Registered Brokers

Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock

Brokers) Regulations, 2026 and the stock exchange having nationwide terminals, other than the Members of the Consortium and eligible to procure Applications from Applicants.

Registrar to the Issue or Registrar

KFin Technologies Limited.

Resident Individual

An individual who is a person resident in India as defined in the FEMA.

Registrar and Share Transfer Agents

or RTAs

Registrar and share transfer agents registered with SEBI and eligible to procure Application in

the Issue at the Designated RTA Locations.

SEBI NCS Regulations

SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021.

SEBI Debenture Trustee Master Circular

SEBI circular with reference number SEBI/HO/DDHS-PoD-1/P/CIR/2025/117 dated August 13, 2025 as may be amended from time to time.

Security

The principal amount of the NCDs to be issued in terms of this Tranche I Prospectus together

with all interest due and payable on the NCDs, thereof shall be secured by way of first pari-passu charge through hypothecation of the book debts/receivables (excluding the receivables on which a specific charge has already been created by the Company), as specifically set out in and fully described in the debenture trust deed in favour of the debenture trustee to this Tranche I Issue, such that a security cover of at least 100% of the outstanding principal amounts of the

NCDs and interest thereon is maintained at all times until the Maturity Date.

Security Documents

All such documents by which a security has been created on the book debts/receivables of the

Company, specifically the debenture trust deed.

Term

Description

Self-Certified Syndicate Banks or SCSBs

The banks registered with SEBI, offering services in relation to ASBA, a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=44 for ASBA and

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for UPI, updated from time to time and at such other websites as may be prescribed by SEBI from

time to time.

Series/Option

Collectively the Series of NCDs being offered to the Applicants as stated in the section titled

"Issue Related Information" on page 73.

Shelf Limit

The aggregate limit of the Issue, being ₹10,000 crores to be issued pursuant to the Draft Shelf Prospectus, the Shelf Prospectus and the respective Tranche Prospectus(es) through one or more

tranches.

Shelf Prospectus

The Shelf Prospectus dated January 9, 2026, filed by our Company with RoC, SEBI and the Stock Exchanges in accordance with the provisions of the Companies Act, 2013 and the SEBI NCS Regulations.

The Shelf prospectus is valid for a period as prescribed under Section 31 of the Companies Act.

Specified Cities or Specified Locations or Syndicate ASBA Application Locations or Syndicate Bidding Centres

Bidding centres where the Members of the Consortium shall accept Application Forms from Applicants, a list of which is available on the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=44 and updated from time to time and at such other websites as may be prescribed by SEBI from

time to time.

Settlement Date

As specified in SEBI NCS Regulations

Sponsor Bank

A Banker to the Issue, registered with SEBI, which is appointed by the Issuer to act as a conduit between the stock exchanges and NPCI in order to push the mandate collect requests and / or payment instructions of the retail individual investors into the UPI for retail individual investors applying through the app/web interface of the stock exchanges (i.e. NSE and BSE) with a facility to block funds through UPI Mechanism for application value upto UPI Application Limit and carry out any other responsibilities in terms of the SEBI Master Circular , being

HDFC Bank Limited for this Tranche I Issue.

Stock Exchange or Exchange

National Stock Exchange of India Limited.

Syndicate ASBA

Applications through the Syndicate or the Designated Intermediaries or the Lead Managers, Consortium Members or the Trading Members of the Stock Exchange.

Syndicate SCSB Branches

In relation to ASBA Applications submitted to a Member of the Syndicate, such branches of

the SCSBs at the Syndicate ASBA Application Locations named by the SCSBs to receive deposits of the Application Forms from the Members of the Consortium, and a list of which is available on

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=44 or at such other website as may be prescribed by SEBI from time to time.

Tenor

Please see "Terms of the Issue" on page 81.

Tipsons

Tipsons Consultancy Services Private Limited.

Trading Members

Intermediaries registered with a lead broker or a sub-broker under the SEBI (Stock Brokers) Regulations, 2026 and/or with the stock exchanges (i.e. NSE and BSE) under the applicable byelaws, rules, regulations, guidelines, circulars issued by the stock exchanges from time to time and duly registered with the stock exchanges for collection and electronic upload of

Application Forms on the electronic application platform provided by the stock exchanges.

Tranche I Issue

Public issue by the Company of up to 5,00,00,000 secured, rated, listed, redeemable, non-convertible debentures of face value of ₹1,000 each (except in case of Zero Coupon NCD, face value shall be ₹1,00,000 each) ("NCDs" or "Debentures") for an amount of ₹500 crore ("Base Issue Size") with an option of oversubscription up to an amount of ₹4,500 crore amounting to

₹5,000 crore ("Tranche I Issue Limit") ("Tranche I Issue") which is within the shelf limit of

₹10,000 crore and is being offered by way of this Tranche I Prospectus containing inter alia the

terms and conditions of Tranche I Issue, which should be read together with the Shelf Prospectus.

Tranche I Issue Closing Date

Friday, January 30, 2026.

Tranche I Issue Opening Date

Friday, January 16, 2026.

Tranche I Issue Period

The period between the Tranche I Issue Opening Date and the Tranche I Issue Closing Date inclusive of both days, during which prospective Applicants can submit their Application Forms as provided in this Tranche I Prospectus.

Tranche I Prospectus

This Tranche I Prospectus dated January 9, 2026, in respect of the Tranche I Issue.

Transaction Documents

Transaction documents shall mean shall mean the documents executed and/or to be executed in relation to this Tranche I Issue and the creation of the Security in relation to the NCDs including but not limited to the Shelf Prospectus and this Tranche I Prospectus read with any notices, corrigenda, addenda thereto, Abridged Prospectus, Application Form, Issue Agreement,

Registrar Agreement, Debenture Trustee Agreement, Debenture Trust Deed, Security

Term

Description

Documents, Tripartite Agreements, Consortium Agreement, Public Issue Account and Sponsor

Bank Agreement. For further details please see the section titled, "Material Contracts and Documents for Inspection" on page 140.

Trust Investment Advisors/Trust

Trust Investment Advisors Private Limited

Tripartite Agreements

Tripartite Agreement dated May 16, 2006 entered into between our Company, the Registrar to the Issue and NSDL and Tripartite Agreement dated April 25, 2006 entered into between our Company, the Registrar to the Issue and CDSL for offering dematerialised option to the NCD Holders under the terms of which the Depositories agree to act as depositories for the securities

issued by the Issuer.

"UPI" or "UPI Mechanism"

Unified Payments Interface mechanism in accordance with SEBI Master Circular to block funds for application value up to ₹5,00,000 submitted through intermediaries, namely the Registered Stock brokers, Consortium Members, Registrar and Transfer Agent and Depository

Participants.

UPI ID

Identification created on the UPI for single-window mobile payment system developed by the National Payments Corporation of India.

UPI Application Limit

Maximum limit to utilize the UPI mechanism to block the funds for application value up to

₹5,00,000 for issues of debt securities pursuant to SEBI Master Circular or any other investment

limit, as applicable and prescribed by SEBI from time to time.

UPI Mandate Request/ Mandate Request

A request initiated by the Sponsor Bank on the Retail Individual Investor to authorize blocking of funds in the relevant ASBA Account through the UPI mobile app/web interface (using UPI Mechanism) equivalent to the bid amount and subsequent debit of funds in case of allotment.

Wilful Defaulter(s)

Includes wilful defaulters as defined under Regulation 2(1)(lll) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 which includes a person or a company who or which is categorized as a wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and

includes a company whose director or promoter is categorized as a wilful defaulter.

Working Day

Working day means all days on which commercial banks in Mumbai, are open for business. In respect of announcement of bid/issue period, working day shall mean all days, excluding Saturdays, Sundays, and public holidays, on which commercial banks in Mumbai are open for business (provided that on any trading day of Stock Exchange if commercial banks in Mumbai are closed, it will be considered as Working Day). Further, in respect of the time period between the bid/ Issue Closing Date and the listing of the NCDs on the Stock Exchange, working day shall mean all trading days of the Stock Exchange for NCD, excluding Saturdays, Sundays and

bank holidays, as specified by SEBI.

Term/ Abbreviation

Description/Full Form

"₹", "Rupees", "INR" or "Indian Rupees"

The lawful currency of the Republic of India

"US$", "USD", and "U.S. Dollars"

The lawful currency of the United States of America

"JPY"

The lawful currency of Japan

"EUR"

The lawful currency of Europe

ACH

Automated Clearing House

AGM

Annual General Meeting

ALCO

Asset Liability Management Committee

ALM

Asset Liability Management

ALM Guidelines

Guidelines for ALM system in relation to NBFCs

AMC

Asset Management Company

AS or Accounting Standards

Accounting standards as prescribed by Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 as amended from time to time

AIF

An alternative investment fund as defined in and registered with SEBI under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 as amended from

time to time

ASBA

Application Supported by Blocked Amounts

AUM

Assets Under Management

Bankruptcy Code

The Insolvency and Bankruptcy Code, 2016, as amended from time to time

BPS

Basis points.

BSE

BSE Limited

CAG

Comptroller and Auditor General of India.

Term/ Abbreviation

Description/Full Form

CAGR

Compounded annual growth rate over a specified period of time of a given value (the year-over-

year growth rate)

CAAPL

CARE Analytics and Advisory Private Limited

CDSL

Central Depository Services (India) Limited

CESTAT

Customs Excise and Service Tax Appellate Tribunal

CERC

Central Electricity Regulatory Commission

CFO

Chief Financial Officer

CIC

Core Investment Company.

CIT(Appeals)

Commissioner of Income Tax (Appeals)

CMD

Chairman and Managing Director.

CIN

Corporate Identification Number

Companies Act, 1956

Companies Act, 1956, to the extent still in force

Companies Act/ Companies Act,

2013

Companies Act, 2013 and the rules made thereunder

CPC

Code of Civil Procedure, 1908

CPSE

Central Public Sector Enterprises

CRAR

Capital to risk-weighted assets ratio means (Tier I Capital + Tier II Capital)/ Total Risk Weighted Assets *100

crore

1,00,00,000.

CrPC

Code of Criminal Procedure, 1973

CSR

Corporate Social Responsibility

CWIP

Capital work in progress

CY

Calendar Year

Depositories Act

Depositories Act, 1996, as amended.

Depository(ies)

NSDL and /or CDSL

DIN

Director Identification Number

DP/ Depository Participant

Depository Participant as defined under the Depositories Act, 1996

DRR

Debenture Redemption Reserve

DRT

Debt Recovery Tribunal.

EGM

Extraordinary General Meeting

EOW

Economic Offences Wing

FDI

Foreign Direct Investment

FEMA

Foreign Exchange Management Act, 1999, as amended from time to time

FII

Foreign Institutional Investor(s)

FPI

Foreign Portfolio Investor as defined and registered under the SEBI (Foreign Portfolio Investors) Regulations, 2019, as amended from time to time.

FIMMDA

Fixed Income Money Market and Derivatives Association of India.

Financial Year/ Fiscal/ FY/ for the year ended

Period of 12 months ended March 31 of that particular year

GDP

Gross Domestic Product

Government/ GOI

Government of India

GST

Goods and Services Tax

HNI

High Net worth Individual

HFC

Housing Finance Company

HUF

Hindu Undivided Family

IAS

Indian Administrative Service

IBC

Insolvency and Bankruptcy Code, 2016

ICAI

Institute of Chartered Accountants of India

IEPF

Investor Education and Protection Fund

IFRS

International Financial Reporting Standards

ITAT

Income Tax Appellate Tribunal

Income Tax Act/ IT Act

Income Tax Act, 1961

Ind AS

Indian Accounting Standards as prescribed by Section 133 of the Companies Act, 2013 and rules framed thereunder

Ind AS Rules

The Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time

India

Republic of India

IPC

Indian Penal Code, 1860

ISIN

International Securities Identification Number.

IT

Information Technology

ITR

Income Tax Returns

KYC

Know Your Customer

LEI

Legal Entity Identifier

LLP

Limited Liability Partnership

Term/ Abbreviation

Description/Full Form

LLP Act

Limited Liability Partnership Act, 2008

JV

Joint venture.

lakh

1,00,000.

LIBOR

London Inter-Bank Offer Rate.

LRM

Liquidity Risk Management Framework

MCA

Ministry of Corporate Affairs, Government of India

Million

1,000,000.

MLD

Market Linked Debentures

MoF

Ministry of Finance, GoI.

MoP

Ministry of Power

Mutual Funds

A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996

NACH

National Automated Clearing House

NAV

Net Asset Value

NBFC

Non-Banking Financial Company, as defined under Section 45-IA of the RBI Act

NCLT

National Company Law Tribunal

NCLAT

National Company Law Appellate Tribunal

NEP

National Electricity Plan

NEFT

National Electronic Fund Transfer

NRI

Non-resident Indian

NSE

National Stock Exchange of India Limited

NSDL

National Securities Depository Limited

p.a.

Per Annum

PAN

Permanent Account Number

PAT

Profit After Tax

PMLA

Prevention of Money Laundering Act, 2002

PFC

Power Finance Corporation Limited

PFI

Public Financial Institution, as defined under Section 2 (72) of the Companies Act, 2013.

PP MLD

Principal Protected Market Linked Debentures

RBI

Reserve Bank of India

RBI Act

Reserve Bank of India Act, 1934

REC

REC Limited

RERA

Real Estate Regulatory Authority

RERAD Act

Real Estate Regulation and Development Act, 2016

RTGS

Real Time Gross Settlement

SARFAESI Act

Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002

SBR Framework

Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs issued by RBI dated October 22, 2021.

SCRA

Securities Contracts Regulation Act, 1956, as amended

SCRR

Securities Contracts (Regulation) Rules, 1957, as amended

SEBI

Securities and Exchange Board of India

SEBI Act

Securities and Exchange Board of India Act, 1992, as amended

SEBI AIF Regulations

Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended

SEBI ICDR Regulations

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time

SEBI Listing Regulations

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

SEBI Merchant Banker

Regulations

Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 as amended

SEBI NCS Regulations

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)

Regulations, 2021, as amended and circulars issued thereunder

SEBI Master Circular

SEBI circular no. SEBI/HO/DDHS/DDHS-PoD/P/CIR/2025/0000000137 dated October 15, 2025, as amended

SPCB

State Pollution Control Board

TDS

Tax Deducted at Source

Trademarks Act

Indian Trademarks Act, 1999

Term

Description

COG

Cost of generation

CKM

Circuit kilometer

DDUGJY

Deen Dayal Upadhaya Gram Jyoti Yojana

DISCOM Liquidity Package

Liquidity Scheme for DISCOMs under Atmanirbhar Bharat Abhiyan initiative of Government of India

IRM

Integrated risk management

LAPL

Lanco Amarkantak Power Limited

LBRP

Lenders' backed resolution plans

ITP

Independent Transmission Projects

MTL

Medium term loans

RGGVY

Rajiv Gandhi Grameen Vidyutikaran Yojana

S.S.E.R

Solar storage and energy resources

TRA Agreement

A trust and retention arrangement in relation to all of the cash flows of the project pursuant to a

trust and retention account agreement

UDAY

Ujjwal DISCOM Assurance Yojana

UMPP

Ultra mega power projects

Currency

December 31,

2025

September 30,

2025

March 31,

2025^

March 31,

2024^^

March 31,

2023

1 USD

89.91

88.79

85.58

83.37

82.21

1 Euro

105.55

104.22

92.32

90.21

89.60

100 JPY

57.42

59.91

56.75

55.09

61.80

1GBP*

121.02

119.35

110.73

105.29

101.87

Name

Designation

DIN

Address

Parminder Chopra

Chairman, Managing Director and Chief Executive Officer

08530587

H.N.-196, Gujranwala Town Part-2,

Dr. Mukherjee Nagar Delhi 110009 Delhi, India

Rajiv Ranjan Jha

Director (Projects)

03523954

C-II/ 1267,

First Floor, Palam Vihar,

Gurugram - 122 017 Haryana,

Name

Designation

DIN

Address

Manoj Sharma

Director (Commercial)

06822395

604, Santosh Apartment, Plot No. 39 B, Sector-6, Dwarka, New Delhi - 110

075

Sandeep Kumar

Director (Finance) and Chief Financial Officer

08529035

House No. 472, Sector 30,

Faridabad - 121 003, Haryana

Shashank Misra

Government- Nominee Director

08364288

H. No. 204, A Block, Central Government Flats,

Deen Dayal Upadyay Marg, Delhi- 110 002

Naresh Dhanrajbhai Kella

Independent Director

01176450

Maheshwari Colony, Alkapuri, Surendranagar,

Gujarat 363 001

Sudhir Mehta

Independent Director

00056867

26, Yashwant Nagar, Range Hills Road, Shivajinagar, Pune- 411

007

Bhaskar Bhattacharya

Independent Director

09406292

3D/2 Dr. B.N

Jot Sarani. Hirnalava Apartment. P.O & P.S -Seramnore

Hooghly - 712 201

Usha Sajeev Nair

Independent Director

09408454

Flat No.- 103, Building/P, Phase-V, Pramukh Vihar, Naroli road,

Ultan Falia, Silvassa, Dadra and Nagar Haveli and Daman and Diu - 396 230

Prasanna Tantri

Independent Director

06471864

H. No: 6-36A, Kaustubha, Guddeyangadi Post, Bommarabettu, Udupi,

Karnataka - 576 113

Names of the Statutory Auditor

Address

Date of Appointment

Reason of change

Date of Resignation (if applicable)

Mehra Goel & Co Chartered Accountants

309, Chirenjiv Tower, 43, Nehru Place, New Delhi- 110019

September 10, 2025

Re-appointed as Joint Statutory Auditor by the CAG for the accounting period 2025-2026

N.A.

Thakur, Vaidyanath Aiyar & Co. Chartered Accountants

221-223, Deen Dayal Marg, New Delhi-1 10002

September 10, 2025

Re-appointed as Joint Statutory Auditor by the CAG for the accounting period 2025-2026

N.A.

Mehra Goel & Co Chartered Accountants

309, Chirenjiv Tower, 43, Nehru Place, New Delhi- 110019

September 19, 2024

Appointed as Joint Statutory Auditor for the financial year for the accounting period 2024-2025

N.A.

Thakur, Vaidyanath Aiyar & Co. Chartered Accountants

221-223, Deen Dayal Marg, New Delhi-1 10002

September 19, 2024

Appointed as Joint Statutory Auditor for the accounting period 2024-2025

N.A.

Prem Gupta & Company

T-2342/2, Ashok Nagar, Faiz Road, Karol Bagh, New Delhi-110005

September 20, 2023

Appointed as the Joint Statutory Auditor for the financial year for the accounting period 2023-2024

N.A.

Chokshi & Chokshi

15/17, Raghavji 'B' BLDG, Raghavji Road, Gowalia Tank, G/F, Off Kemps Corner, Delhi -400036

September 20, 2023

Appointed as the Joint Statutory Auditor for the financial year for the accounting period 2023-2024

N.A.

Sr. No.

Activities

Responsibility

Coordinator

1.

Structuring of various issuance options with relative components and formalities etc.

All LMs

Nuvama

2.

Due diligence of Company's operations/management/business plans/legal etc. Drafting and design of the Offering Document (Draft/Shelf/Tranche) and of the statutory advertisement.

The Merchant Bankers shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock exchanges and SEBI including finalization of Offering Document and filing.

Co-ordination with the Stock Exchanges for In-Principle Approval Co-ordination with the Lawyers for Legal Opinion

All LMs

Nuvama

3.

Co-ordination with SEBI and stock exchanges for exemptions, if any

All LMs

Trust

4.

Co-ordination with the Company and Auditors on Financial Information in the offer document, Comfort Letter and other auditor deliverables.

All LMs

Nuvama

5.

Finalization of Application Form

All LMs

Tipsons

6.

Assistance in appointment of all other intermediaries viz., Advertising Agency(ies), Bankers to the Issue, Printers, Registrar, Brokers /

Consortium Members etc.

All LMs

Trust

7.

Non-Institutional & Retail Marketing of the Issue, which will cover,

inter alia:

• Finalize media, marketing plan, publicity budget & PR Strategy including centers for holding conferences for press and brokers and attending the road shows conducted for the Issue;

• Finalization of quantum of issue material, allocation & distribution of application forms to various brokers in coordination with Printers and Follow-up on distribution of the same.

• Finalize Public Issue Account and Sponsor Bank Agreement and collection centers to collection bankers

All LMs

Non-Institutional Marketing of the Issue -Trust

AND

Retail Marketing of the Issue -