Thdc India Limited

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

PRIVATE &CONFIDENTIAL

(THIS PRIVATE PLACEMENT OFFER LETTERIS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS PRIVATE PLACEMENT OFFER LETTERIS PREPARED AND ISSUED IN CONFORMITY WITH COMPANIES ACT, 2013, AS AMENDED, SECURITIES ANDEXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED, FORM PAS-4 PRESCRIBEDUNDER SECTION 42 AND RULE 14(1) OF COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AS AMENDED FROM TIME TO TIME, AND IS AN INFORMATION MEMORANDUM FOR THEPURPOSES OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED FROM TIME TO TIME. THIS ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENTBASIS AS PER SEBI CIRCULAR JANUARY 05, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/05, AND SEBI CIRCULARDATED AUGUST 16, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/122, EACH AS AMENDED (“SEBI EBPCIRCULARS”), READ WITH THE UPDATED OPERATIONAL GUIDELINES “FOR ISSUANCE OF SECURITIES ON PRIVATE PLACEMENT BASIS THROUGHAN ELECTRONIC BOOK MECHANISM” ISSUED BY BSE VIDE THEIR NOTICE NUMBER 20180928-24 DATED 28 SEPTEMBER 2018 (“BSEEBP GUIDELINES”) OR THE “ELECTRONIC BIDDING PLATFORM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENT BASIS” ISSUEDBY THE NSE VIDE THEIR CIRCULAR NUMBER 24/2018 DATED SEPTEMBER 28, 2018 (“NSE EBP GUIDELINES”), AS APPLICABLE. THESEBI EBP CIRCULARS AND THE BSE EBP GUIDELINES / BSE EBP GUIDELINES SHALL HEREINAFTER BE REFERRED TO AS THE“OPERATIONAL GUIDELINES”. THE ISSUER INTENDS TO USE THE BSEEBPBID BOND PLATFORM FOR THIS ISSUE, AS AMENDED FROM TIME TO TIME AND SUCH OTHER CIRCULARS APPLICABLE FOR ISSUE OF DEBT SECURITIES ISSUED BY SEBI FROM TIME TO TIME.

THDC INDIA LIMITED (Schedule - A Mini Ratna PSU) CIN No: U45203UR1988GOI 009822 Registered Office: BhagirathBhawan, Top Terrace,Bhagirathipuram, Tehri Garhwal- 249001 Corporate Office: Ganga Bhawan, Pragtipuram, By-pass Road, Rishikesh-249201 (Uttrakhand) Contact No: (0135) 2439309, 24373403&24373225 Website: www.thdc.co.in Email: [email protected]

PRIVATE PLACEMENT OFFER LETTER

PRIVATE PLACEMENT OFFER LETTER FOR PRIVATE PLACEMENT OF SECURED REDEEMABLE, NON- CONVERTIBLE, NON-CUMULATIVE, TAXABLE BONDS (SERIES III) IN THE NATURE OF DEBENTURES OF THE FACE VALUE OF RS.10 LAKH EACH FOR CASH AT PAR AGGREGATING TO RS. 800 CRORE BY THDC INDIA LIMITED (“THDCIL”/ “THE ISSUER”)

GENERAL RISK

Investment in debt instruments involves a degree of risk and investors should invest any funds in the issue only after reading the risk factors in the Private Placement Offer Lettercarefully including the risk involved. The Securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document.

ISSUER’S ABSOLUTE RESPONSIBILITY

The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document contains all information with regard to the issuer and the issue, which is material in the context of the issue, that the information contained in the Private Placement Offer Letteris true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

“AA” stable by M/s ICRA Ltd. vide its letterD/RAT/2020-21/T 185/3 dated 15.07.2020&“AA” outlook stable by CARE Ratings Ltd.vide its letter no. CARE/DRO/RL/2020-2021/ 1624 dated 01.07.2020 have been assigned for the current issue of Bonds.

Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

The above ratings are not recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

LISTING

Proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of National Stock Exchange of India Ltd.(“NSE”) and BSE Ltd. (“BSE”).

DEBENTURE TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE

VistraI TCL (India) Ltd. KFintech Technologies Pvt. Ltd. A-268,1stFloor, (Formerly known as KarvyFintech Pvt. Ltd.) BhishmaPitamahMarg, Karvy Selenium Tower B, Plot 31-32, Gachibowli, New Delhi -110014 Financial District, Nanakramguda, Tel: +91-22- 2659 3535 / 9711504290 Hyderabad – 500 032 Fax: +91-22-2653 3297 Tel: +91-40-67161659 Email: [email protected] Fax:040-23420814 Email: [email protected]

ARRANGERS TO THE ISSUE (in alphabetic order) 1 A. K. Capital Services Ltd. 6 ICICI Securities Primary Dealership Ltd. 2 Axis Bank Ltd. 7 PNB Gilts Ltd. 3 Derivium Tradition Securities (India) Pvt. Ltd. 8 TIPSONS Consultancy Services Ltd. 4 HDFC Bank Ltd. 9 Trust Investment Advisors Pvt. Ltd. 5 ICICI Bank Ltd. Arrangers to the issue have been appointed by THDC as per prevailing SEBI EBP Guidelines and they are not construed or retained by THDC as Merchant Bankers to the issue. ISSUE SCHEDULE ISSUE OPENING DATE Wednesday, July 22, 2020 ISSUE CLOSING DATE Wednesday, July 22, 2020 PAY IN DATES Friday, July 24, 2020 (T+2) DEEMED DATE OF ALLOTMENT Friday, July 24,2020 (T+2) This Bond issue is being made strictly on the Private Placment basis. It is not and should not be deemed to constitute an offer to the public in general. It cannot be accepted by any person other than to whom it has been specifically addressed. The contents of this private placement offer cum application letter are non – transferable and are intended to be used by the parties to whom it is distributed. It is not intended for distribution to any other person and should not be copied/reproduced by the receipient for any purpose whatsoever. In consultation with Arrangers, the issuer reserves the right to pre pone the issue earlier from the aforesaid date or post pone the issue at its sole and absolute discretion without giving any reasons or prior notice. In the venet of any change in the above issue programme, the issuer will intimate the investors about the revised issue prgramme.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Index. Particulars I DEFINATIONS / ABBREVIATIONS II DISCLAIMER A ISSUER INFORMATION B BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS (i) OVERVIEW (ii) CORPORATE STRUCTURE (iii) KEY OPERATIONAL & FINANCIAL PARAMETERS FOR THE LAST 3 YEARS ON STANDALONE BASIS (iv) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS (v) SUBSIDIARIES C BRIEF HISTORY OF ISSUER SINCE INCEPTION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS (i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END (ii) CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END,FOR THE LAST FIVE YEARS (iii) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY (iv) DETAILS OF THE ALLOTMENT MADE BY THE COMPANY IN THE LAST ONE YEAR. (v) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR (vi) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR D DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END (i) SHAREHOLDING PATTERN OF THE COMPANY AS ON LAST QUARTER END (ii) LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON THE LATEST QUARTER END E DETAILS REGARDING THE DIRECTORS OF THE COMPANY (i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY (ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS F DETAILS REGARDING THE AUDITORS OF THE COMPANY (i) DETAILS OF THE STATUTORY AUDITORS OF THE COMPANY (ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS G DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE QUARTER END 31.03.2020 (i) DETAILS OF SECURED LOAN FACILITIES (ii) DETAILS OF UNSECURED LOAN FACILITIES (iii) DETAILS OF NCDS (iv) LIST OF TOP 10 BOND HOLDERS (v) THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED. (vi) DETAILS OF COMMERCIAL PAPER (vii) DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY CONVERTIBLE DEBENTURES / PREFERENCE SHARES (viii) DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS (ix) DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION H DETAILS OF PROMOTERS OF THE COMPANY

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

(i) DETAILS OF PROMOTER HOLDING IN THE COMPANY AS ON THE LATEST QUARTER END I ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION (PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR LAST THREE YEARS AND AUDITOR QUALIFICATIONS J ABRIDGED VERSION OF LATEST LIMITED REVIEW HALF YEARLY STANDALONE FINANCIAL INFORMATION AND AUDITOR’S QUALIFICATIONS K ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES L THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES. M DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN ONE YEAR ON THE DATE OF OPENING OF THE ISSUE)/ CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED N THE SECURITY BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER DOCUMENT / LETTER WITH SIMILAR INTENT, O COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE P NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE Q OTHER DETAILS (i) DRR CREATION (ii) ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS (iii) APPLICATION PROCESS (As per EBP) R PROCEDURE FOR APPLYING FOR DEMAT FACILITY S HOW TO APPLY T Disclosure pertaining to wilful defaults U TERM SHEET: ISSUE DETAILS V DISCLOSURE OF CASH FLOWS W TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR) X MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER Y FORM NO. PAS – 4 Z DECLARATION ANNEXURES ANNUAL ACCOUNTS BOARD RESOLUTION SHARE HOLDERS RESOLUTION CREDIT RATING LETTER(s) & CREDIT RATING RATIONALE(s) DEBENTURE TRUSTEE CONSENT LETTER R&T AGENT CONSENT LETTER BSE &NSE IN-PRINCIPLE APPROVALLETTERS

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

I- DEFINATIONS/ABBREVIATIONS TERMS DESCRIPTION “THDCIL”/” Company”/ “THDC INDIA LIMITED a public limited company incorporated under CompaniesAct, “Corporation”/” Issuer” 1956. Articles of Association or The artilces of association of the Company, as amended from time to time. Articles Board or Board of Directors The board of directors of Company. Directors The directors of Company Memorandum of association The memorandum of association of the company, as amended from time to time. or Memorandum Registered Office BhagirathBhawan (Top Terrace), Bhagirathipuram, Tehri (Garhwal)-249201 (Uttrakhand) Bond holder/Debenture The holder of the Bonds holder Bonds Secured, Non-Convertible, Non-Cumulative, Redeemable, Taxable Bonds (Series III) in the nature of Debentures. BSE BSE Limited Depository/ies National Securities Depostiory Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) DP Depositiory Participant BRR Bond Redemption Reserve Green shoe Option Right to retain over subscription I.T Act The Income-tax Act, 1961 as amended from time to time. Private Placement Offer Letter This Private Placement Offer Letter through which Bonds are being offered for private placement The Issue/ The offer Private Placement of Secured Redeemable, Non-Convertible, Non-Cumulative, Taxable Bonds (Series III) inthe nature of debentures of the Face Value of Rs 10 Lakh each for cash at par worth, aggregating to Rs. 800 Crore Trustees Trustees for the Bondholders in this case being Vistra ITCL (India) Ltd. Companies Act The Companies Act, 1956, as amended and/ or the companies act, 2013, to the extent notified by Ministry of Corporate Affairs, Government of India as applicable. CDSL Central Depository Services (India) Limited CERC Central Electricity Regulatory Commission Depository Act The Depositories Act, 1996, as amemded from time to time GOI or Government Goverment of India GOUP Government of Uttar Pradesh MoP Ministry of Power, Goverment of India MoU Memorandum of Understanding NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited NCT National Capital Territory NEEPCO North Eastern Electric Power Corporation Limited NTPC NTPC Ltd PAN Permanent Account Number alloted under Income Tax Act RBI Reserve Bank of India SEBI The Securities and Exchange and Board of India constituted under the SEBI Act, 1992. SEBI Act Securities and Exchange and Board of India Act, 1992, as amended from time to time SEBI Guidelines SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time. CEA Central Electricity Authority CERC Central Electricity Regulatory Commission CTU Central Transmission Utility SEB State Electricity Board TBCB Tariff Based Competitive Bidding UPNEDA Uttar Pradesh Non-Conventional Energy Development Agency U.P. Uttar Pradesh

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

II DISCLAIMER(S)

1. DISCLAIMER OF THE ISSUER:

This Private Placement Offer Letteris neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies act, 2013. This Private Placement Offer Letterdoes not constitute an offer to public in general to subscribe for or otherwise acquire the Bonds to be issued by THDCIL (THE “ISSUER”). This Private Placement Offer Letteris for the exclusive use of the addressee and restricted for only the intended recipient and it should not be circulated or distributed to third party (ies). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to the Bonds issued by the Issuer. This bond issue is made strictly on private placement basis. Apart from this Private Placement Offer Letter, no offer document or prospectus has been prepared in connection with the offering of this bond issue or in relation to the issuer.

ThisPrivate Placement Offer Letteris not intended to form the basis of evaluation for the prospective subscribers to whom it is addressed and who are willing and eligible to subscribe to the bonds issued by THDCIL (THE “ISSUER”). This Private Placement Offer Letterhas been prepared to give general information regarding THDCIL (THE “ISSUER”) to parties proposing to invest in this issue of Bonds and it does not purport to contain all the information that any such party may require. THDCIL (THE “ISSUER”) believes that the information contained in this Private Placement Offer Letteris true and correct as of the date hereof. THDCIL (THE “ISSUER”) does not undertake to update this Private Placement Offer Letterto reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein with THDCIL (THE “ISSUER”). However, THDCIL (THE “ISSUER”) reserves its right for providing the information at its absolute discretion. THDCIL (THE “ISSUER”) accepts no responsibility for statements made in any advertisement or any other material and anyone placing reliance on any other source of information would be doing so at his own risk and responsibility.

Prospective subscribers must make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in Bonds. It is the responsibility of the prospective subscriber to have obtained all consents, approvals or authorizations required by them to make an offer to subscribe for, and purchase the Bonds. It is the responsibility of the prospective subscriber to verify if they have necessary power and competence to apply for the Bonds under the relevant laws and regulations in force. Prospective subscribers should conduct their own investigation, due diligence and analysis before applying for the Bonds. Nothing in this Private Placement Offer Lettershouldbe construed as advice or recommendation by the Issuer or by the Arrangers to the Issue to subscribers to the Bonds. The prospective subscribers also acknowledge that the Arrangers to the Issue do not owe the subscribers any duty of care in respect of this private placement offer to subscribe for the bonds. Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding, ownership and redemption of these Bonds and matters incidental thereto.

This Private Placement Offer Letteris not intended for distribution. It is meant for the consideration of the person to whom it is addressed and should not be reproduced by the recipient and the contents of this Private Placement Offer Lettershall be kept utmost confidential. The securities mentioned herein are being issued on private placement Basis and this offer does not constitute a public offer/ invitation.

The Issuer reserves the right to withdraw the private placement of the bond issue prior to the issue closing date(s) in the event of any unforeseen development adversely affecting the economic and regulatory environment or any other force majeure condition including any change in applicable law. In such an event, the Issuer will refund the application money, if any, along with interest payable on such application money, if any.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA:

This Private Placement Offer Letterhas not been filed with Securities & Exchange Board of India (“SEBI”). The Bonds have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer Letter. It is to be distinctly understood that this Private Placement Offer Lettershould not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Private Placement Offer Letter. The Issue of Bonds being made on private placement basis, filing of this Private Placement Offer Letteris not required with SEBI. However, SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this Private Placement Offer Letter.

3. DISCLAIMER OF THE LEAD ARRANGER(S) AND ARRANGER(S) TO THE ISSUE:

It is advised that the Issuer has exercised self due-diligence to ensure complete compliance of prescribed disclosure norms in this Private Placement Offer Letter. The role of the Lead Arrangersand Arrangers to the Issue (collectively referred to as “Arrangers”/ “Arrangers to the Issue”) in the assignment is confined to marketing and placement of the bonds on the basis of this Private Placement Offer Letteras prepared by the Issuer. The Arrangers have neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents of this Private Placement Offer Letter. The Arrangers shall use this Private Placement Offer Letterfor the purpose of soliciting subscription from a particular class of eligible investors in the Bonds to be issued by the Issuer on private placement basis. It is to be distinctly understood that the aforesaid use of this Private Placement Offer Letterby the Arrangers should not in any way be deemed or construed that the Private Placement Offer Letterhas been prepared, cleared, approved or vetted by the Arrangers; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Private Placement Offer Letter; nor do they take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Arrangersare not responsible for compliance of any provision of new Companies Act, 2013.The Arrangers or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this Private Placement Offer Letter.

4. DISCLAIMER OF THE STOCK EXCHANGE:

As required, a copy of this Private Placement Offer Letterhas been submitted to the National Stock Exchange of India Ltd. here-in-after referred to as (“NSE”) and BSE Ltd. (“BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE &NSE or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by BSE &NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the BSE &NSE nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

5. DISCLAIMER IN RESPECT OF JURISDICTION:

The private placement of Bonds is made in India to Companies, Corporate Bodies, Trusts registered under the Indian Trusts Act, 1882, Societies registered under the Societies Registration Act, 1860 or any other applicable laws, provided that such Trust/ Society is authorised under constitution/ rules/ byelaws to hold bonds in a Company, Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Insurance Companies, Commercial Banks including Regional Rural Banks and Cooperative Banks, Provident, Pension, Gratuity, Superannuation Funds as defined under Indian laws. The Private Placement

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Offer Letterdoes not, however, constitute an offer to sell or an invitation to subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Private Placement Offer Lettercomes is required to inform him about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the jurisdiction of the Courts at the city of Nanital only. All information considered adequate and relevant about the Issuer has been made available in this Private Placement Offer Letterfor the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever.

6. DISCLAIMER BY RESERVE BANK OF INDIA:

The Securities have not been recommended or approved by the Reserve Bank of India nor does RBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the securities have been recommended for investment by the RBI. RBI does not take any responsibility either for the financial soundness of the Issuer, or the securities being issued by the Issuer or for the correctness of the statements made or opinions expressed in this document. Potential investors may make investment decision in the securities offered in terms of this Private Placement Offer Lettersolely on the basis of their own analysis and RBI does not accept any responsibility about servicing/ repayment of such investment.

7. DISCLAIMER BY DEBENTURE TRUSTEE:

The debenture trustee is not a guarantor and will not be responsible for any non-payment of interest and redemption and/or any loss or claim.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

A -ISSUER INFORMATION: NAME AND ADDRESS OF THE FOLLOWING:

SR. No PARTICULARS DETAILS (i) REGISTERED OFFICE OF THE ISSUER  Name : THDC INDIA LIMITED  Address : BhagirathBhawan (Top Terrace), Bhagirathipuram, Tehri (Garhwal)-249201 (Uttrakhand)  Tele No : (0135) 2439309 & 2473403  Email : [email protected]  Website : www.thdc.co.in

(ii) CORPORATE OFFICE OF THE ISSUER  Name : THDC INDIA LIMITED  Address : Ganga Bhawan, Pragtipuram, By-pass Road, Rishikesh-249201 (Uttrakhand)  Tele No : (0135) 2439309 & 2473403  Email : [email protected]  Website : www.thdc.co.in

(iii) COMPLIANCE OFFICER OF THE ISSUER  Name : Ms. Rashmi Sharma  Address : Ganga Bhawan, Pragtipuram, By-pass Road, Rishikesh-249201 (Uttrakhand)  Tele No : 0135- 2439309, +918266098898  Email : [email protected]  Website : www.thdc.co.in

(iv) CHIEF FINANCIAL OFFICER OF THE ISSUER  Name : Shri J. Behera (Director-Finance)  Address : Ganga Bhawan, Pragtipuram, By-pass Road, Rishikesh-249201 (Uttrakhand)  Tele No : 0135-2473317,2430118  Fax No : 0135-2432848  Email : [email protected]  Website : www.thdc.co.in

(v) ARRANGER(S) TO THE ISSUE (in alphabetic Order) A Name : 1. A. K. Capital Services Ltd. B Name : 2. Axis Bank Ltd. C Name : 3. Derivium Tradition Securities (India) Pvt. Ltd. D Name : 4. HDFC Bank Ltd. E Name : 5. ICICI Bank Ltd. F Name : 6. ICICI Securities Primary Dealership Ltd. G Name : 7. PNB Gilts Ltd. H Name : 8. TIPSONS Consultancy Services Ltd. I Name : 9. Trust Investment Advisors Pvt. Ltd. Arrangers to the issue have been appointed by THDC as per prevailing SEBI EBP Guidelines and they are not construed or retained by THDC as Merchant Bankers to the issue.

(vi) TRUSTEE OF THE ISSUE  Name : VISTRA ITCL (India) Ltd.  Address : A-268,1stFloor, BhishmaPitamahMarg, New Delhi -110014  Tele No : 91-22- 2659 3535 / 9711504290  Fax No : 91-22-2653 3297  Email : [email protected]/[email protected]

(vii) REGISTRAR TO THE ISSUE  Name : KFin Technologies Pvt. Ltd. (Formerly known as KarvyFintech Pvt. Ltd.)  Address : Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, NanakramgudaHyderabad – 500 032  Tele No : +91-40-67161659

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

 Fax No : 040-23420814  Email : [email protected]

(viii) CREDIT RATING AGENCY A Name : CARE Ratings Limited  Address : E-1, 13th Floor, Videocon Tower Jhandewalan Extension New Delhi-110055  Tele No : 011-45333200.  Fax No : 011- 45333238  Email : [email protected],[email protected].  Website : www.careratings.com

B Name : ICRA Limited  Address : Building No. 8, 2nd Floor, Tower A , DLF Cyber City, Phase II, Gurgaon – 122002  Tele No : +91 9810017492  Email : [email protected]

(ix) AUDITORS OF THE ISSUER A Name : S.N. Kapur& Associates  Address : M-5, Gole Market, Mahanagar, Lucknow-226006.  Tele No : 0522-4016231  Email : [email protected]

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

B - BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF COMPANY AND ITS LINE OF BUSINESS CONTAINING ATLEAST FOLLOWING INFORMATION: -

OVERVIEW: - THDC was incorporated in July 1988 to develop, operate & maintain the 2400 MW Tehri Hydro Power Complex and other hydro projects with equity participation between Government of India and Govt. of Uttar Pradesh (GouP) is in the ratio of 75:25. The Company has an authorised share capital of Rs4000 Cr and paid up Share Capital of the Company is Rs.3665.88 Cr. as on 31.03.2020.During 2019-20,Govt. of India has accorded CCEA approval for the strategic sale of GOI Equity to NTPC Limited. Accordingly, GOI Equity of Rs 273094.12Lakhs representing 74.496 % of total equity has been transferred to NTPC Ltd. on 27.03.2020.

The company was awarded with Mini Ratna Category-I Status on Oct’09 and upgraded to Schedule ‘A’ CPSE in July’10. Total installed capacity of THDCIL presently is 1537 MW with three Hydro Power generating stations namely Tehri HPP (4X250 MW) , Koteshwar HEP (4X100 MW) and Dhukwan SHP (3X8 MW)and two operational Wind Power Plants are at Patan (25X2 MW) and atDevbhoomiDwarika (30X2.1 MW)in Gujarat. The DevbhoomiDwarika Wind Power Project was constructed and commissioned in record time of 4½ Months.

In addition to the 2,400 MW Tehri Hydro Complex, THDCIL is implementing the 444 MW VishnugadPipalkoti Hydro Electric Project (VPHEP) on the river Alaknanda in Uttarakhand. In addition, there are various Hydro Projects of THDCIL under Survey & Investigation/DPR preparation. THDCIL is consistently profit-making company since the commissioning of Tehri Dam & HPP in the year 2006-07.

Investment Approval for the Khurja STPP project has been accorded by Government of India in March’19. THDCIL is also developing Amelia Coal Mine (allotted by Ministry of Coal for Khurja STPP) in Singrauli District of Madhya Pradesh.

Towards diversification of the company into Renewable Energy areas, after successful venturing into Wind Power, THDCIL has signed MoU with Solar Energy Corporation of India (SECI) for setting up Grid Connected Solar Power Projects up to 250 MW capacity. THDCIL has also signed a tripartite agreement with SECI and Kerala State Electricity Board for development of 50 MW Solar project in Distt. Kasaragod, Kerala which is under construction and expected to be commissioned during FY 2020-21.

THDCIL has grown into a Multi-Project Organization, with Projects spread over various States as well as neighbouring country, Bhutan. THDCIL presently has a portfolio of 5773 MW projects in pipeline under various stages of implementation / development.This includes Ultra Mega Solar PowerPark of 2000MW which is to be developed through JV with UPNEDA

The Company has made financial tie-ups with the World Bank, Nationalized Commercial Banks and other Foreign Financial Institutions for funding its ongoing Capital Projects.

THDCIL started earning profits from first year of commercial operation of its maiden project i.e. 2006-07 and THDCIL is a consistently profit-making company since then.

First stage of initial mandate, the 1,000 MW Tehri Power Station (involving construction of 260.5 M High Tehri Dam (4th highest earth and rockfill dam)), was commissioned by THDCIL in 2006-07.

Second Stage, the 400 MW Koteshwar HEP, downstream of Tehri was commissioned in 2011-12.

THDCIL has laid an exemplary illustration of Rehabilitation & Resettlement by establishing New Tehri Town (NTT) for Project Affected Families (PAFs) of Tehri Hydro Power Complex which is yet another golden footprint.

Third Stage, the 1,000 MW Tehri Pumped Storage Project is under advance stage of construction, would utilize the Tehri and Koteshwar reservoirs as the upper and lower reservoirs.

As per the terms and conditions of prevailing tariff regulations dated 7th March 2019 issued by the Central Electricity Regulatory Commission(CERC)valid for a period of 5 years from 1stApril 2019, the Debt/Equity ratio of generating companies has been specified at 70:30 (except for already operational plants where the historical ratio has been accepted).

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Details of Promotors of the Company :- THDCIL was promoted by GoI and GOUP with equity participation of 75:25. Consequent upon decision of strategic sale, the equity held by GoI has been transferred to NTPC Ltd. on 27.03.2020. NTPC Ltd. is aMaharatna Company under the administrative control of the Ministry of Power, Government of India. NTPC is India’s largest energy conglomerate with roots planted way back in 1975 to accelerate power development in India. Since then it has established itself as the dominant power major with presence in the entire value chain of the power generation business. From fossil fuels it has forayed into generating electricity via hydro, nuclear and renewable energy sources. This foray will play a major role in lowering its carbon footprint by reducing green house gas emissions. To strengthen its core business, the corporation has diversified into the fields of consultancy, power trading, training of power professionals, rural electrification, ash utilisation and coal mining as well.

The registered office address and other details of NTPC Ltd. are as follow-

NTPC Bhawan SCOPE Complex 7, Institutional Area, Lodhi Road, New Delhi-000003. Phone no.–(011)24361018 Email:[email protected] Website: ntpc.co.in Corporate Identity Number:- L40101DL1975GOI007966

In addition to electricity generation, THDCIL is delivering benefits to Society and Nation at large as mentioned below:

Economic Contributions:  Generated direct and indirect employment.  Providing 12% free power to Home State, Uttarakhand (from Tehri HPP and Koteshwar HEP).  Due to regulated releases from the Tehri storage reservoir, the existing downstream hydro projects of the State are also getting benefitted by way of augmentation in their generation at no additional cost to them.

Social Contributions:  In addition to providing electricity to the Northern Region, Tehri Dam and HPP is delivering irrigation benefits to 8.74 Lac ha land in Uttar Pradesh.  THDCIL is providing drinking Water 300 Cusec (for 40 Lac people) to NCT of Delhi and 200 Cusec (for 30 Lac people) of U.P.  Black Start Capability: Contributed in restoration of Grid after Failures occurred on July 30th and 31st, 2012.  Flood Control in June’13: Enormous floods of Bhagirathi absorbed in the Tehri Reservoir. 7500 Cumecs Discharge stored in the Tehri reservoir and only 500 Cumecs released. Impact of this natural calamity would have been far more disastrous if Tehri Dam was not there. Saved Rishikesh and Haridwar from flooding.  Availability of Water during Kumbh and other Snans: e.g. during ArdhKumbh, Jan-Apr 2016:  Average inflow-48.01 Cumecs  Average discharge-197.66 Cumecs  Tehri dam reservoir, being the largest water body in the state of Uttarkhand has vast potential which has been developed as a tourist destination and a venue for water sports.  THDCIL is involved in utmost care of poorest of poor of the society through its non lapsable CSR budget of 2% of Net profit by providing healthcare, income generation programmes, women empowerment, skill development etc.  Established Engineering Institute near Tehri Project in TehriGarhwal District of Uttarakhand.  Running three schools in Tehri, Koteshwar and Rishikesh. (Free education is available for all).

Environmental Contributions:  Catchment Area Treatment: THDCIL has completed treatment of whole CAT area i.e. 52204 ha. ofTehri Reservoir which includes forest area of 44157 ha. and agricultural area of 8047 ha.  A green belt has been developed along the Tehri reservoir rim area to increase vegetal cover.  Compersatory Afforestation: THDC has done Compensatory Afforestation in an area of 4586 ha. non forest land in Lalitpur and Jhansi Districts of Uttar Pradesh in lieu of 4193.44 ha. forest land (including 338.932 ha. of Koteshwar Project) used for the construction of Tehri Dam in Tehri and Uttarkashi Districts.  In order to retain and increase population of Mahseer Fish in Tehri Reservoir and downstream, THDCIL has established Mahseer fish hatchery for induced breeding.  A botanical garden has been established near Tehri Project to maintain a gene bank of tree species that may be affected by submergence of the dam reservoir

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

THDCIL is a firm believer in Sustainable Development. It is coming up with its Sustainability Report since 2008-09 annually and amongst the first in Power Sector to execute the initiative. The latest Sustainability Reports of THDCIL are available at THDCIL’s Website (http: thdc.co.in).

The Company has made financial tie-ups with the World Bank, Nationalized Commercial Banks and other Foreign Financial Institutions for funding its ongoing Capital Projects.

ISO Certification:-  ISO 9001:2008 Certificate of Quality Management System  ISO 14001-2004 Certification (Environmental Management System)  OHSAS 18001:2007 (Occupational Health and Safety Management System) Certification for Corporate Office, Rishikesh, Tehri HPP, Tehri PSP, Koteshwar HEP and VishnugadPipalkotiHEP. Detailed status of the Company can be seen from THDCIL website: www.thdc.co.in. TheAuthorised Share Capital of the Company is Rs.4000 Crore. The Company is continuously earning profit since commissioning of first project in FY 2006-07. The Paid-up Share Capital of the Company as on March 31, 2020is Rs.3665.88Crore and Net Worth of the Company is Rs.9532.47Crore. Our main objects as contained in our Memorandum of Association are: 1. Development ofConventional / Nonconventional/ RenewableSources of Energy and RiverValley Projects. To plan, promote and organise an integrated and efficient development of Conventional /Non-conventional/ Renewable sources of Energy and River Valley Projects, in India and abroad including planning, investigation,research, design and preparation of preliminary, feasibility and Detailed of Project Reports, Construction of such Power Stations and Project (including consequential environmental protection, afforestation and rehabilitation works), Generation, Transmission and Distribution of Power. 2. Agent of Government/ Public Sector Financial Institutions. To act as an agent of Government/ Public Sector Financial Institutions, to exercise all the rights and powers exercisable by any Company engaged in any of the activities as listed in Clause 1(a) above and in any other infrastructure projects. 3. Trading and other business. To engage in the business of purchasing, selling, importing, exporting, trading or otherwise dealing in power and ancillary activities to operate, maintain and manage all forms of power plants and stations including transmission lines, both in India and abroad. 4. Research & Development and Consultancy Services. To promote and organize research and development or to carry on consultancy services in the field of powergeneration, power supply, trading, conservation of electricity and other related activities of the Company. 5. Promotion, Coordination and control of subsidiaries. To promote, form and register and aid in the promotion,formation, registration of any company, subsidiary or otherwise, and to coordinate their activities, to determine their economic and financial objective / targets and to review, control guide and direct their performance with a view to secure optimum utilization of all resources placed at their disposal. VISION

A world class energy entity with commitment to environment and social values.

MISSION

 To plan, develop and operate energy resources efficiently.  To adopt state of the art technologies.  To achieve performance excellence by fostering work ethos of learning and innovation.  To build sustainable value based relationship with stakeholders through mutual trust.  To undertake rehabilitation and resettlement of project affected persons with human face.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

OUR GENERATION BUSINESS

Our core business operations involve the generation and sale of hydroelectricity. However, THDCIL has also diversified into Thermal Power, Wind Power and Solar Power. Our projects are spread across different stages of development from the early stages of survey and investigation to operation and maintenance.

The GoI and the State Government identify the geographic areas where additional electricity is needed by determining existing and projected installed capacity and projected demand for electricity. Factors such as economic growth, population growth and industrial expansion are used to determine projected demand. To gauge the expected supply of electricity, the capacities of the existing power stations and the projects under construction or development are studied. Before initiation of any hydropower project, project developer/proponent has to obtain consents of respective State Governments(s).

OPERATIONAL PERFORMANCE Energy Generation and Plant Availability Factor (PAF) of Tehri and Koteshwar Plants are as follows:

GENERATION IN MILLION UNITS As on 31st March 2015-16 2016-17 2017-18 2018-19 2019-20 Tehri HPP(1000 MW) 3101.06 3146.23 3080.91 3172.15 3041.73 Koteshwar HEP(400 MW) 1247.21 1224.54 1220.33 1223.80 1203.21 Patan Wind Power Project (50 - 59.04 90.22 108.32 104.07 MW) (Commissioned on 29.06.16) DevbhumiDwarka Wind Power - 0.14 149.45 183.51 177.83 Project (63 MW) (Commissioned on 31.03.17)

PLANT AVAILABILITY FACTOR IN PERCENTAGE. 2015-16 2016-17 2017-18 2018-19 2019-20 Tehri HPP(1000 MW) 81.29 82.05 79.33 84.52 82.767 Koteshwar HEP(400 MW) 70.19 70.93 68.31 68.03 76.305

CAPACITY UTILISATION FACTOR (CUF)IN PERCENTAGE (%) As on 31 March 2015-16 2016-17 2017-18 2018-19 2019-20 Patan Wind Power - 17.59 % 20.60 % 24.73 % Project (50 MW) 23.70 % DevbhumiDwarka Wind - 0.30 % 27.08 % 33.14 % Power Project (63 MW) 32.13 %

DETAILS OF PROJECTS-

1. UNDER OPERATIONS

S No. Project State Installed Total Year of Capacity Capacity Commission (MW) (MW) 1 Tehri Dam &Hpp (Stage-1) Uttarakhand 4*250 1000 2006-07 2 Koteshwar Hydro Power Project Uttarakhand 4*100 400 2011-12 3. Patan Wind Power Project (50 MW) Gujarat 25*2 50 2016-17 4. DevbhumiDwarka Wind Power Project Gujarat 30*2.1 63 2016-17 (63 Mw) 5 DhukwanProject* Uttar 3*8 24 2019-20 Pradesh Total 1537 Note:-*Dhukwan Project was commissioned during 2019-20 however, Generation started in FY 2020-21.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

2. UNDER CONSTRUCTION

S No. Project State Installed Total Capacity Capacity (MW) (MW) 1 VishnugadPipalkoti H.E. Project Uttarakhand 4*111 444 2 Tehri Pumped Storage Plant Uttarakhand 4*250 1000 3 KhurjaSTPP Uttar Pradesh 2*660 1320 4 Solar Power Project(Kasargod ) Kerala 50 50 Total 2814

3. PROJECTS IN PIPELINE-

S No. Project State Total Capacity (MW)

1 JHELAM TAMAK H.E. PROJECT** Uttarakhand 108 2 BOKANG BAILING H.E. PROJECT Uttarakhand 200 3 MALSHEJ GHAT PSS Maharastra 700 4 BUNAKHA H.E. PROJECT Bhutan 180 5 Sankosh HEP Bhutan 2585 6 Ultra Mega Solar Power Park Uttar Pradesh 2000 Total 5773 Note: **afftected by Hon’rable Supreme Court order of August 2013.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

(ii) CORPORATESTRUCTURE: - Board of Directors

Chairman & Managing Director

CVO Company Secretary

GM (Vigilance)

Director (Technical) Director (Personnel) Director (Finance)

ED ED (OMS, QA &

(Tehri Complex) Safety)

GM GM GM GM GM (OMS) GM (Finance) GM (CP/MPS) (G&G) (KHEP) (Dhukwan) (Services)

GM GM (PSP- GM GM (VPHEP) GM (S&E) GM (SP) (EMD) Civil) (Commercial)

GM GM (PSP- GM (Khurja) GM (HRD) GM (Contract) (Civil) Elect)

GM (O&M) GM

Tehri (NCR/Wind)

GM (Stage- GM (IT) I) Tehri

GM (R&D)

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

(iii) KEY OPERATIONAL AND FINANCIAL PARAMETERS FOR THE LAST 3 (THREE) AUDITED FINANCIAL YEARS: -

(a) STANDALONE BASIS: Parameter 2019-20 2018-19 FY. 2017-18 (Restated) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) For Non-Financial Entities Net Worth 9532.47 8773.94 8511.27 Total Debt: Long Term Borrowings 3956.96 2652.01 2415.30 Current Maturities of long-term loans 600.77 544.37 1012.83 Other Long-term Liabilities 866.15 930.34 981.91 Long –Term Provisions 343.53 394.83 350.87 Short Term Borrowings 1115.06 1218.40 646.63 Net Fixed Assets 6972.90 6830.99 7328.01 Total Non-Current Assets 14548.75 13584.43 12800.77 Cash and Cash Equivalents 25.20 45.77 61.02 Current Investment 0.00 0.00 0.00 Total Current Assets 2813.65 1905.59 1596.40 Total Current Liabilities 2230.88 2256.74 2115.82 Net Sales ( Revenue from continuing 2123.10 2449.26 2190.64 Operations) EBITDA 1805.73 2171.89 1713.28 EBIT 1229.63 1616.89 1138.76 Interest ( Finance Cost) 240.34 199.54 227.87 PAT (Total comprehensive Income) 903.43 1185.88 778.74 Dividend amounts 126.00 423.12 335.21 Current Ratio 1.26 0.84 0.75 Interest Service Coverage Ratio 2.91 4.55 3.15 Gross Debt Equity Ratio 0.48 0.36 0.40 Debt Service Coverage Ratio 1.92 1.58 1.25

GROSS DEBT EQUITY RATIO PRIOR TO AND AFTER ISSUE OF DEBT SECURITIES

Before the issue of debt securities (31.03.2020) 0.48 After the issue of Debt Securities (Rs. 800 Crore added to Debt) 0.56

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

(iv) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS FOR 2020-21: -

Rs (In Crores) Sl Particular Tehri VPHEP Khurja Solar Amelia New Total No. PSP projects I Equity 0.00 52.00 0.00 0.00 0.00 0.00 52.00 II Internal Resources 324.10 12.00 25.00 102.91 10.00 10.99 485.00 III Loans- a Commercial Loans/ Bonds 210.00 0.00 575.00 0.00 215.00 0.00 1000.00 b Foreign Loan 0.00 283.00 0.00 0.00 0.00 0.00 283.00 Total Loan(a+b) 210.00 283.00 575.00 0.00 215.00 0.00 1283.00

Grand Total 534.10 347.00 600.00 102.91 225.00 10.99 1820.00 (I+II+III)

Note: As per CCEA approval and CERC guidelines, the total projectscostare to be financed in the debt equity ratio of 70:30.

(v) SUBSIDIARIES OF THE COMPANY (If any): THDCIL has no subsidiaries.

C - A BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION GIVING DETAILS OF IT’S FOLLOWING ACTIVITIES: -

(i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END (31.03.2020): -

Particulars Rs. In Crore Authorised Share Capital 4000.00 4,00,00,000 Equity Shares of Rs. 1000 each Issued, Subscribed& Fully Paid up 3665.88 3,66,58,817 Equity Shares of Rs. 1000 each

(ii) CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END, FOR THE LAST FIVE YEARS: -

Quarter Date of change Amount Particulars (AGM/EGM) (Rs. in Crore) Amount (In Cr.) 30.06.2015 23.05.2015 5.00 3533.88 Increase in Issued Share Capital 30.09.2015 22.09.2015 16.8235 3550.70 Increase in Issued Share Capital 31.12.2015 22.12.2015 8.1765 3558.88 Increase in Issued Share Capital 30.09.2016 26.08.2016 22.716 3581.59 Increase in Issued Share Capital 31.12.2016 28.11.2016 12.50 3594.09 Increase in Issued Share Capital 31.03.2017 27.03.2017 4.78 3598.88 Increase in Issued Share Capital 30.06.2017 15.06.2017 24.13 3623.01 Increase in Issued Share Capital 31.03.2018 26.03.2018 4.42 3627.43 Increase in Issued Share Capital 30.06.2018 14.05.2018 17.88 3645.31 Increase in Issued Share Capital 30.09.2018 28.09.2018 4.82 3650.13 Increase in Issued Share Capital 31.03.2019 27.02.2019 4.75 3654.88 Increase in Issued Share Capital 30.06.2019 08.05.2019 4.00 3658.88 Increase in Issued Share Capital 30.09.2019 30.07.2019 7.00 3665.88 Increase in Issued Share Capital

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

(iii) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY AS ON LAST QUARTER END, FOR THE LAST FIVE YEARS: -

Date of No of Face Issue Price Consid Nature of Cumulati Cumulative Cumul Rem Allotment Equity Valu (in Rs.) eration Allotment ve No. of Equity ative arks Shares e (Cash, Equity Shares Equity (Rs.) other Shares capital (Rs.) Share than s cash, Premi etc) um (in Rs.) 23.05.2015 50000 1000 50000000 Cash Allotment to 35338817 35338817000 Nil President of India 22.09.2015 168235 1000 168235000 Cash Allotment to 35507052 35507052000 Nil President of India 22.12.2015 81765 1000 81765000 Cash Allotment to 35588817 35588817000 Nil President of India 26.08.2016 227160 1000 227160000 Cash Allotment to 35815977 35815977000 Nil President of India 28.11.2016 125000 1000 125000000 Cash Allotment to 35940977 35940977000 Nil President of India 27.03.2017 47840 1000 47840000 Cash Allotment to 35988817 35988817000 Nil President of India 15.06.2017 241300 1000 241300000 Cash Allotment to 36230117 36230117000 Nil President of India 26.03.2018 44200 1000 44200000 Cash Allotment to 36274317 36274317000 Nil President of India 14.05.2018 178800 1000 178800000 Cash Allotment to 36453117 36453117000 Nil President of India 28.09.2018 48200 1000 48200000 Cash Allotment to 36501317 36501317000 Nil President of India 27.02.2019 47500 1000 47500000 Cash Allotment to 36548817 36548817000 Nil President of India 08.05.2019 40000 1000 40000000 Cash Allotment to 36588817 36588817000 Nil President of India 30.07.2019 70000 1000 70000000 Cash Allotment to 36658817 36658817000 Nil President of India

Note: GOI (President of India) holding of 2,73,09,412 Equity shares has been transferred to NPTC Ltd. on 27.03.2020 due to strategic sales.

(iv) DETAILS OF THE ALLOTMENTS MADE BY THE COMPANY IN THE LAST ONE YEAR IS AS UNDER:

Date of No. Of Face Issue Price Consideration Nature of Allotment Allotment Equity Value (Rs.) (Cash , other Shares (Rs.) than cash, etc) 08.05.2019 40000 1000 1000 0 Increase in Issued Share Capital 30.07.2019 70000 1000 1000 0 Increase in Issued Share Capital

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

(v) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR: - NIL

(vi) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR: -

Type of Event Date of Announcement Date of Completion Details NIL NIL NIL NIL

D - DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END (31.03.2020)

(i) SHAREHOLDING PATTERN OF THE COMPANY AS ON LAST QUARTER END (31.03.2020)

No. of No. of Shares Total l. Total No. of Equity Shares in in Physical Shareholding as Particulars No. Shares demat form % of total no. of form equity shares 1. NTPC Limited(including 27309412 27309410 2 74.496 nominee shares) 2. Governor of UP(including 9349405 0 9349405 25.504 nominee shares)

Notes: - Shares pledged or encumbered by the promoters (if any) – NIL

(ii) LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON THE LATEST QUARTER END (31.03.2020)

Total No. of No. of Shares Total Shareholding Sl. No. of Shares Particulars Equity in Physical as % of total no. of No. in dematform Shares form equity shares 1. NTPC Ltd. 27309406 27309406 0 74.496

2. Governor of UP 9349401 0 9349401 25.504 3. NTPC Limited jointly with 01 01 00 0.00 Ms Nandini Sarkar 4. NTPC Limited jointly with 02 00 02 0.00 Ms. Alka Saigal 5. Shri T. Venkatesh 02 00 02 0.00 6. NTPC Limited jointly with 01 01 00 0.00 Shri Aditya Dar 7. NTPC Limited jointly with 01 01 00 0.00 Shri Amit Garg 8. NTPC Limited jointly with 01 01 00 0.00 Shri Arun Kumar 9. Ms Saumya Agarwal 02 00 02 0.00 Total 36658817 27309410 9349407 100.00

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

E- FOLLOWING DETAILS REGARDING THE DIRECTORS OF THE COMPANY: -

(i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY *

Sl. Name/Designation/DIN Age Address Director of the Other No. Company Directorships since 1 Shri D.V. Singh 59 IV/1 THDC Colony, (CMD w.e.f. NIL Chairman & Managing Pragatipuram, By-pass Road 01.12.2016) Director. Rishikesh-249201 Occupation: Services DIN: 03107819 2 Shri Vijay Goel 58 IV/4 THDC Colony, Director NIL Director (Personnel). Pragatipuram By-pass Road (Personnel) Occupation: Services Rishikesh-249201 w.e.f. DIN: 08073656 26.03.2018 3 Shri J. Behera 56 IV/6,THDC Colony, Director NIL Director (Finance) Pragatipuram, By Pass Road (Finance) Occupation: Services Rishikesh w.e.f. DIN: 08536589 16.08.2019 4 Shri R.K. Vishonoi 54 IV/3 THDC Colony, Director NIL Director (Technical). Pragatipuram, By-pass Road (Technical) Occupation: Services Rishikesh-249201 w.e.f. DIN: 08534217 01.09.2019 5 Shri Raj Pal 59 E-4/2 M.S. Flats, Sector-13, Part-time Part-time Nominee Director, R.K. Puram, New Delhi. Director w.e.f. North Eastern Govt. of India. 30.08.2017 Electric Power Occupation: Services Corporation Limited DIN: 02491831 (NEEPCO) Energy Efficiency Services Limited

6 ShriTuramallaVenkatesh 57 305, B –Block CSI Towers, Part-time UP Projects Part-time Nominee Director, VipinKhand, Gomti Nagar, Director w.e.f. Corporation Limited. Govt. of UP. Lucknow 14.05.2018 (Active - Non Occupation: Services Compliant DIN: 07551107 Company) 7 ShriAnand Kumar Gupta 59 521, Abhinav Apartments, Part- time NTPC Ltd.

Part Time Nominee Director, B-12,Vasundhara Enclave, Director w.e.f PTC India Ltd.

NTPC Limited New Delhi – 110 096 23.04.2020 Occupation: Services NTPC Mining Ltd. DIN: 07269906 North Eastern Electric Power Corporation Limited (NEEPCO)

Bharitya Rail Bijlee Company Ltd.

NTPC BHEL Power Projects Private Ltd.

NABINAGAR Power Generating Company Ltd.

NTPC VidyutVypar Nigam Ltd.

PATRATU VidyutUtpadan Nigam Ltd.

NTPC GE Power Service Private Limited

Trincolmalee Power

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Company Ltd(Foreign Company)

8 Shri Anil Kumar Gautam 57 A-15, Sector-53, Noida, Part- time NTPC Ltd. Part Time Nominee Director, Gautam Buddha Nagar, Uttar Director w.e.f NTPC Limited Pradesh – 201301 23.04.2020 North Eastern Occupation: Services Electric Power DIN: 08293632 Corporation Limited (NEEPCO)

NTPC VidyutVyapar

Nigam Ltd. MEJA Urja Nigam Private Ltd.

To the best of the knowledge of THDCIL, Names of none of the current directors are appearing in the RBI defaulter list and/or ECGC default list

(ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS:

Sr. Name Date of Appointment Date of cessation No

Year: 2017-18 1. Shri S.K. Biswas 01.11.2012 31.01.2018 2. Shri Raj Pal 30.08.2017 Continuing 3. MrsAnjuBhalla 01.07.2015 16.08.2017 4. Shri Suresh Kumar Sharma 26.09.2016 20.09.2017 5. Shri Suresh Chandra 28.09.2016 01.01.2018 1. Shri H.L. Arora 22.12.2017 Continuing 2. Shri Vijay Goel 26.03.2018 Continuing 3. Shri C.P. Tripathi 02.01.2018 19.03.2018 Year: 2018-19 1. Shri Sridhar Patra 02.08.2013 31.08.2018 2. Shri T. Venkatesh 14.05.2018 Continuing Year: 2019-20 1. Shri H.L. Arora 22.12.2017 31.08.2019 2. Shri Mohan Singh Rawat 22.12.2015 22.12.2019 3. ShriBachi Singh Rawat 22.12.2015 22.12.2019 4. ShriMahraj K. Pandit 22.12.2015 22.12.2019 5. Shri J. Behera 16.08.2019 Continuing 6. Shri Rajeev Kumar Vishnoi 01-09-2019 Continuing 7. ShriAnand Kumar Gupta 23.04.2020 Continuing 8. Shri Anil Kumar Gautam 23.04.2020 Continuing

F- FOLLOWING DETAILS REGARDING THE AUDITORS OF THE COMPANY:-

(i) DETAILS OF THE AUDITOR OF THE COMPANY FOR THE LAST 4 FY-

Name Address FINANCIAL YEAR S.N. KAPUR & ASSOCIATES M-5, Gole Market, Mahanagar, 2019-20 Lucknow-226006. PD AGRAWAL & CO 364 A, GovindPuri, Hardwar, Hardwar 2018-19 Rishikesh Road, Hardwar-249403 (Uttrakhand) . PD AGRAWAL & CO 364 A, GovindPuri, Hardwar, Hardwar 2017-18 Rishikesh Road, Hardwar-249403 (Uttrakhand) . PD AGRAWAL & CO 364 A, GovindPuri, Hardwar, Hardwar 2016-17 Rishikesh Road, Hardwar-249403 (Uttrakhand).

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Being a Government Company, the statutory auditors of the Issuer are appointed by the Comptroller and Auditor General of India (“CAG”). The annual accounts of the issuer are reviewed by CAG and a report is published.

(ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS: -

Name Address Date of Auditor of Remarks (Appointment Appointment the ref no.) Company for Financial Year S.N. KAPUR & M-5, Gole Market, 02.08.2019 From 2019- Appointed by C&AG of ASSOCIATES Mahanagar, Lucknow- 20 onwards India vide letter no CA. 226006. Y/COY/CENTRAL GOVERNMENT, Tehri IH (1)/243 dated 02.08.2019. PD AGRAWAL & 364 A GovindPuri 06.07.2015 From 2015- Appointed by C&AG of CO Hardwar, Hardwar 16 till 2018- India vide letter no CA. Rishikesh Road, 19 V/COY/CENTRAL Hardwar-249403 GOVERNMENT, TehriIH (Uttrakhand) (1)/111 dated 06.07.2015

G-DETAILS OF BORROWINGS OF THE COMPANY, AS ON - (31.03.2020)

(i) DETAILS OF SECURED LOAN FACILITIES AS ON (31.03.2020)

Name of Type Sanctio Loan Interest and Security Lenders of ned outstanding Repayment facili Amount as on Schedule ty 31.03.2020 Power Finance Term Rs Rs315.97 Cr. Floating rate as Long term loan secured by first charge on pari- Corporation loan 1860Cro applicable on PFC passu on assets of Tehri Stage-I i.e. Dam, Power re site House civil construction, power house electrical 40Quarterly and Mechanical equipment not covered under installments. other borrowing and project township of Tehri Dam and HPP together with all rights and interest pertaining thereto. Rural Term Rs Rs190.36 Cr Floating rate as Long term loan secured by first charge on pari- Electrification loan 1860Cro applicable on REC passu on assets of Tehri Stage-I i.e. Dam, Power Corporation re site House civil construction, power house electrical (REC) 60Quarterly and Mechanical equipment not covered under installments other borrowing and project township of Tehri Dam and HPP together with all rights and interest pertaining thereto. Power Finance Term Rs Rs204.75 Cr. Floating rate as First charge on pari-passu basis on assets of Corporation loan 1170Cro applicable on PFC Koteshwar HEP. re site 40Quarterly installments. Rural Term Rs 747 Rs157.67 Cr. Floating rate as First charge on pari-passu basis on assets of Electrification loan Crore applicable on REC Koteshwar HEP. Corporation site (REC) 60 Quarterly installments. SocieteGenera Term EURO Not Drawn 6Months Immovable properties by way of mortgage by le loan 83868941 EURIBOR+1.80% deposit of the title deed (constructive delivery) (Margin) per annum over 9.65 acres of Land situated at village 30 equal half yearly Chopra Uttarakhand on pari-passu basis installments

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

State Bank of Short Rs375cr Rs160.00cror Floating Interest Secured by way of Trade Receivables of India term ore e rate as 1-month Koteshwar HEP. Loan MCLR plus 0.15% margin. Punjab Short Rs 235 Rs 235 crore Floating Interest Second charge on block of assets of Tehri Stage- National Bank term crore rate as 6-month I and Koteshwar HEP Loan MCLR Punjab OD* Rs 1400 Rs720.06 Cr. Interest rate @ Second charge on block of assets of Tehri Stage- National Bank Crore one-year MCLR I and Koteshwar HEP including machinery, rate. spares, tools and accessories, fuel stock, spares Renewal every and material at Project site. year PNB Term Term Rs 700 Rs595.00 Cr. Floating Interest Secured against first charge on paripassu on Loan loan Crore rate as one-year assets of Tehri PSP. MCLR rate. Repayable within 5years on quarterly installments. Note :*PNB OD sanction amount includes nonfund based limit of Rs 400 cr. with inter changeable option.

(ii) DETAILS OF UNSECURED LOAN FACILITIES AS ON (31.03.2020)

Lender's Name Type of Amount Amount Principal Repayment Date / Schedule Facility Sanctioned Disbursed Amount Outstanding (including exchange rate variation) World Bank Loan Term loan *648 million Rs939.66 Rs 978.11 Interest rate @ LIBOR plus variable US$ Crore Crore spread. Repayment beginning from Nov15, 2017 to May15, 2040. Note: *Against above sanctioned amount, USD 100 million has been surrendered by THDCILand accepted by World Bank.

(iii) DETAILS OF NCDS: - (AS ON 31.03.2020)

Tenor/per Redempt- Secured Date of Debentu i-odof Coupon Amount ion on Credit / Allotmen Security re Series Maturity Date/Sch- Rating Unsecur t edule ed Corporate 10 years Annually Rs.600 3.10.2016 3.10.2026 AA+by Secured First Bonds @7.59%. Crore India charge on Series-I rating & paripassu research basis on Ltd.and Movable AA by assets of CARE Tehri HPP Ratings stage -1 Ltd. Corporate 10 years Annually Rs.1500 05.09.2019 06.09.2029 AA+by Secured First Bonds @8.75%. Crore India charge on series-II rating & paripassu research basis on Ltd.and Movable AA by assets of ICRA ltd. Tehri HPP stage -1 including Book Debts of Tehri Stage -1

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

(iv) LIST OF TOP 10 DEBENTURE HOLDERS (AS ON 31.03.2020)

LIST OF BOND HOLDERS AS ON 31.03.2020 for CORPORATE BOND SERIES – I& II -

S.No. Bondholder Name Holdings (face Total Holdings (in Rs.) value Rs. 10 lac per Bond) 1 BOARD OF TRUSTEES HINDUSTAN STEEL LIMITED 1970 1970000000.00 BHILAI STEEL PROJECT PROVIDENT FUND 2 FOOD CORPORATION OF INDIA CPF TRUST 1955 1955000000.00 3 MAHARASHTRA STATE ELECTRICITY BOARDS 1670 1670000000.00 CONTRIBUTORY PROVIDENT FUND 4 COAL MINES PROVIDENT FUND ORGANISATION 1178 1178000000.00 5 STATE BANK OF INDIA EMPLOYEES PENSION FUND 1070 1070000000.00 6 THE KANGRA CENTRAL CO-OP BANK LTD 900 900000000.00 7 ECGC LIMITED 870 870000000.00 8 HVPNL EMPLOYEES PENSION FUND TRUST 840 840000000.00 9 COAL MINES PROVIDENT FUND ORGANISATION 785 785000000.00 10 GAS AUTHORITY OF INDIA LIMITED EMPLOYEES 740 740000000.00 PROVIDENT FUND TRUST

(V) THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED. - NIL

(vi) DETAILS OF COMMERCIAL PAPER: - THE TOTAL FACE VALUE OF COMMERCIAL PAPERS OUTSTANDING AS ON THE QUARTER END 31.03.2020 -

Maturity date Amount outstanding NIL NIL

(vii) DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY CONVERTIBLE DEBENTURES / PREFERENCE SHARES) AS ON 31.03.2020:-

Party Type of Amount Principal Repaym Credit Secured / Secur Name (in Facility / Sanctioned Amt ent Date Rating Unsecured Ity case of Instrument / Issued outstanding / Facility) / Schedule Instrument Name NIL NIL NIL NIL NIL NIL NIL NIL

(viii) DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS.

The payment of interest & Principal is being done in a timely manner on the respective due dates. There has never been any delay in servicing interest and principal repayment in the past since incorporation of THDCIL.

(ix) DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION;

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

There are no borrowings taken/ debt securities issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option by the company.

H - DETAILS OF PROMOTERS OF THE COMPANY: - i. DETAILS OF PROMOTER HOLDING IN THE COMPANY AS ON THE LATEST QUARTER END:- 31.03.2020

Sl. Name of the Total No. No. of No. of Total No. of % of No. Shareholders of Equity shares in shares in shareholding Shares Shares Shares demat Physical as % of total Pledged pledged form Form no. of equity with shares respect to shares owned 1. NTPC Ltd.(including 27309412 27309410 2 74.496 0 0 nominee shares) 2. Governor of 9349405 0 9349405 25.504 0 0 UP.(including nominee shares)

Note: Due to strategic sale by GOI of its Shares in the name of President of India transferredto NTPC Ltd on 27.03.2020.

I - ABRIDGED VERSION OF AUDITED CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION (LIKE PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR AT LEAST LAST THREE YEARS AND AUDITOR QUALIFICATIONS, IF ANY. *

Balance Sheet as on - (Rs in Lakhs) Particulars As at 31-Mar-2020 As at 31-Mar-2019 As at 31-Mar 2018 (Restated) ASSETS

Non-Current Assets

(a) Property, Plant and Equipment 6,59,199 6,83,014 7,32,768

(b) Capital work-in- progress 4,98,980 4,54,434 3,94,994

(d) Right of Use Assets 38,071 0 0

(e) Intangible Assets under Development 0 0 33

(f) Financial Assets

Loans & Advances 3,890 4,079 4,483

Other Non- Current Financial Assets 1,582 6,065

(g) Deferred Tax Assets (Net) 93,971 89,104 76,219

(h) Non Current Tax Assets Net 2,455 6,785 0

(i) Other Non-Current Assets 1,58,289 1,20,942 69,965

Current Assets

(a) Inventories 3,242 3,060 3,000

(b) Financial Assets

(i) Trade Receivables 1,86,894 1,58,373 1,30,726

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

(ii) Cash and Cash Equivalents 2,520 4,577 6,102

(iii) Bank Balances other than (ii) above 58 676 37

(iv)Loans & Advances 50935 5292 4,578

(vi) Others 25,706 2,66,113 11,755 1,80,673 167 1,41,610

(d) Other Current Assets 5,973 4,562 5,983

Regulatory Deferral Account Debit Balance 18,622 8,781 0

Total 17,54,862 15,57,783 14,39,717

EQUITY AND LIABILITIES

Equity

(a) Equity Share Capital 3,66,588 3,65,488 3,62,743

(b) Other Equity 5,86,659 9,53,247 5,11,906 8,77,394 4,88,384 8,51,127

Non-Current Liabilities

(a) Financial Liabilities

(i) Borrowings 3,95,696 2,65,201 2,41,530

(ii) Non current Financial Liabilities 2,538 3,98,234 1,794 2,66,995 2,200 2,43,730

(b) Other Non Current Liabilities 84,077 91,240 98,191

Current Liabilities

(a) Financial Liabilities

(i) Borrowings 1,11,506 1,21,840 64,663

(ii) Trade Payables-

A. Total outstanding dues of micro 66 21 26 enterprises and small enterprises B. Total outstanding dues of creditors 2,137 2,026 1,452 other than micro enterprises and small enterprises (iii) Others 89,154 2,02,863 81,143 2,05,030 1,19,997 1,86,138

(b) Other Current Liabilites 7,546 3,857 4,429

(d) Current Tax Liabilities (Net) 0 4,494 0

Regulatory Deferral Account Credit Balance 61,863 56,997 0

TOTAL 17,54,862 15,57,783 14,39,717

Profit & Loss Account for the period-(Rs in Lakhs) Particulars For the Period Ended For the Period Ended For the Period Ended 31- 31-Mar-2020 31-Mar-2019(Restated) Mar 2018 INCOME Revenue from Continuing Operations 2,12,310 2,44,926 2,19,064 Other Income 28,226 39,409 3,809 Deferred Revenue on account of 6,374 6,915 6,822 Irrigation Component Less: Depreciation on Irrigation 6,374 0 6,915 0 6,822 0 Component Total Revenue 2,40,536 2,84,335 2,22,873

EXPENSES Employee Benefits Expense 36,030 41,183 30,649 Finance Costs 24,034 19,954 22,787 Depreciation &Amortisation 57,610 55,500 57,452 Generation Administration and Other 23,933 20,978 20,342 Expenses

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Provision for Bad & Doubtful Debts, 0 4,985 0 CWIP and Stores & Spares Total Expenses 1,41,607 1,42,600 1,31,230

Profit Before Tax and regulatory 98,929 1,41,735 91,643 deferral account balances& Exceptional items Exceptioonal items-(Income)/ Expenses- 554 Net Tax Expenses Current Tax Income Tax 16,312 30,659 19,056 Deferred tax- Asset -5,302 -6,676 -5,083 I Profit For The Period before 87,919 1,17,752 77,116 regulatory deferral account balances Net Movement in Regulatory Deferral 4,106 1,239 - Account Balance Income/ (Expense)- Net of Tax I Profit For The Period from 92,025 1,18,991 77,116 continuing operations II OTHER COMPREHENSIVE INCOME (i) Items that will not be classified to Profit or Loss: Re-measurements of the Defined -1,247 -299 563 Benefit Plans Deferred tax on Re-measurements of -435 -104 195 the Defined Benefit Plans- Deferred Tax Asset/ Liability Other Comprehensive Income -1,682 -403 758

Total Comprehensive Income (I+II) 90,343 1,18,588 77,874

Cash Flow Statement of THDC India Ltd.for the FY - (Rs in Lakhs) Particular For the year ended For the year ended For the year ended 31st March 2020 31st March 31st March 2018 2019(Restated) A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax 98929 141735 91643

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Loans and Advances (Current + Non Current) 890 (4459) (1002) Trade Payable and Liabilities (4697) 5126 (15973) Provisions ( Current+ Non-Current) (4744) (4326) 6785 Net Movement in Regulatory Deferal Account Balance 4106 (94258) 1239 (40995) 0.00 33231 Cash Flow from Operative Activities Before Taxes 86467 184940 212261 Corporate Tax (16312) (30659) (19056) Net Cash from operations (A) 70155 154281 193205 B. CASH FLOW FROM INVESTING ACTIVITIES Change in: - Property, Plant & Equipment and CWIP (122721) (71486) (107886) Capital Advances (37386) (49520) 21944 Net cash Flow from Investing Activities (B) (160107) (121006) (85942)

C. CASH FLOW FROM FINANCING ACTIVITIES Share Capital (including Pending Allotment) 700 2800 3200 Borrowings 134547 (23175) (98875) Lease Obligations 1588 0.00 0.00 Interest and Finance Charges (24034) (19954) (22787) Dividend & Tax on Dividend (15190) (51009) (40345) Net Cash from Financing Activities (C) 97611 (91338) (158807) D. Net cash Flow During the Year (A+B+C) 7659 (58063) (51544) E. Opening Cash and Cash equivalents (116587) (58524) (6980) F. Closing Cash and Cash equivalents (108928) (116587) (58524)

J - ABRIDGED VERSION OF LATEST AUDITED/ LIMITED REVIEW HALF YEARLY CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION (LIKE PROFIT & LOSS STATEMENT, AND BALANCE SHEET) AND AUDITORS QUALIFICATIONS, IF ANY.

Not Applicable

K- ANY MATERIAL EVENT / DEVELOPMENTS CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST INTHE DEBT SECURITIES.

The Issuer hereby confirms that there has been no material event, development or change having implications on the financials/ credit quality of the Issuer (e.g. any material regulatory proceedings against the Issuer/ promoters of the Issuer, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of Issue which may affect the Issue or the investor’s decision to invest/ continue to invest in the debt securities of the Issuer.

L - THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES.

In accordance with the provisions of (i) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, Securities and Exchange Board of India (Listing Obligations

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

and Disclosure Requirements) Regulations, 2015, (ii) the Companies Act, 2013 and (iii) Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, each as amended, the Issuer has appointed VISTRA ITCL India Ltdto act as Trustees (“Trustees”) for and on behalf of the holder(s) of the Bonds. The address and contact details of the Trustees are as under:

DEBENTURE TRUSTEE:

VISTRA ITCL (INDIA) LTD. A-268,1stFloor, BhishmaPitamahMarg, New Delhi -110014 Tel: +91-22- 2659 3535 / 9711504290 Fax: +91-22-2653 3297 Email: [email protected] [email protected]

The Companyhereby undertakes that a Trust Deed shall be executed by it in favour of the Trustees within three months of closure of the Issue. The Trust Deed shall contain such clauses as may be prescribed under Companies Act, 2013, Companies (Share capital and Debenture) Rules, 2014 and those mentioned in Schedule IV of the Securities and Exchange Board of India (DebentureTrustees) Regulations, 1993. Further, the Trust Deed shall not contain any clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the Trustees or the Company in relation to any rights or interests of the holder(s) of the Bonds, (ii) limiting or restricting or waiving the provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992); Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and circulars or guidelines issued by SEBI, (iii) indemnifying the Trustees or the Company for loss or damage caused by their act of negligence or commission or omission.

The Bond holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as the Trustees may in their absolute discretion deem necessary or require to be done in the interest of the holder(s) of the Bonds. Any payment made by the Company to the Trustees on behalf of the bond holder(s) shall discharge the Company pro tanto to the bond holder(s). The Trustees shall protect the interest of the bond holders in the event of default by the Company in regard to timely payment of interest and repayment of principal and shall take necessary action at the cost of the Company. No bond holder shall be entitled to proceed directly against the Company unless the Trustees, having become so bound to proceed, fail to do so. In the event of Company defaulting in payment of interest on Bonds or redemption thereof, any distribution of dividend by the Company shall require approval of the Trustees.

The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust reposed in the Trustees by the holder(s) of the Bonds and shall further conduct itself, and comply with the provisions of all applicable laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trusteeship Agreement, the Deed of Hypothecation,Private Placement Offer Letterand all other related transaction documents, with due care, diligence and loyalty.

The Trustees shall be vested with the requisite powers for protecting the interest of holder(s) of the Bonds including but not limited to the right to appoint a nominee director on the Board of the Issuer in consultation with institutional holders of such Bonds. The Trustees shall ensure disclosure of all material events on an ongoing basis and shall supervise the implementation of the conditions regarding creation of security for the Bonds.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

M - THE DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN ONE YEAR ON THE DATE OF OPENING OF THE ISSUE)/ CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED.

The Issue has been rated “AA”stable by ICRA Limited & “AA” outlook stable by CARE Ratings Ltd have been assigned for the current issue of Bonds.

Other than the credit ratings mentioned hereinabove, Issuer has not sought any other credit rating from any other credit rating agency for the Bonds offered for subscription under the terms of this Private Placement Offer Letter.

The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc.

Copy of Rating Letter and Rating rationaleare enclosed elsewhere in this Private Placement Offer Letter.

N- IF THE SECURITY IS BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER DOCUMENT / LETTER WITH SIMILAR INTENT, A COPY OF THE SAME SHALL BE DISCLOSED. IN CASE SUCH DOCUMENT DOES NOT CONTAIN DETAILED PAYMENT STRUCTURE (PROCEDURE OF INVOCATION OF GUARANTEE AND RECEIPT OF PAYMENT BY THE INVESTOR ALONG WITH TIMELINES); THE SAME SHALL BE DISCLOSED IN THE OFFER DOCUMENT.

Not Applicable

O- COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE.

Copy of letter from Vistra ITCL (India) Ltd. conveying their consent to act as Trustee for the current issue of Bonds is enclosed elsewhere in this Private Placement Offer Letter.

P- NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE.

The Bonds are proposed to be listed on the Wholesale Debt Market (WDM) Segment of the BSE &NSE. The Company shall obtain an in-principle approval from theBSE&NSE for listing of said Bonds on its Wholesale Debt Market (WDM) Segment.

In pursuance of SEBI Debt Regulations, the Issuer shall make listing application to BSE &NSE within 15 days from the Deemed Date of Allotment of Bonds and seek listing permission within 20 days from the Deemed Date of Allotment of Bonds. In the event of delay in listing of Bonds beyond 20 days from the Deemed Date of Allotment, the Issuer shall pay penal interest of 1.00% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of Bonds to the Bondholder(s).

In connection with listing of Bonds with BSE &NSE, the company hereby undertakes that:

(a) It shall comply with conditions of listing of Bonds as may be specified in the Listing Agreement with BSE &NSE.

(b) Ratings obtained by the company shall be periodically reviewed by the credit rating agencies and any revision in the rating shall be promptly disclosed by the company to BSE &NSE.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

(c) Any change in rating shall be promptly disseminated to the holder(s) of the Bonds in such manner as BSE &NSE may determine from time to time.

(d) The company, the Trustees and BSE &NSE shall disseminate all information and reports on Bonds including compliance reports filed by the company and the Trustees regarding the Bonds to the holder(s) of Bonds and the general public by placing them on their websites.

(e) Trustees shall disclose the information to the holder(s) of the Bonds and the general public by issuing a press release in any of the following events:

a. default by the company to pay interest on Bonds or redemption amount; b. revision of rating assigned to the Bonds; c. Failure to create charge on the assets.

(f) The information referred to in para (e) above shall also be placed on the websites of the Trustees, company and BSE &NSE.

(g) The Issuer shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly consolidated (wherever available) and standalone financial information such as Statement of Profit & Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the Trustees within the timelines as mentioned in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. Besides, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustees and the Trustees shall be obliged to share the details so submitted with all Qualified Institutional Buyers (“QIBs”) and other existing Bondholder(s) within two working days of their specific request.

Q- OTHER DETAILS:

(i) DRR CREATION –The Company shall create a Debenture Redemption Reserve for the purpose of redemption of Debentures/Bonds, as applicable, in accordance with the provisions stated in the Companies Act 2013 read with the Companies (Share Capital and Debentures) Rules, 2014.

(ii) ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS (COMPANIES ACT, RBI GUIDELINES, ETC).

The Debentures being offered pursuant to the Offer Document are subject to the provisions of the Companies Act, 2013, SEBI (Issue and listing of Debt Securities) Regulations, 2008, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Memorandum and Articles of Association of the Issuer, the terms of the Offer Document, Application Form, and other terms and conditions as may be incorporated in the Debenture Trust Deed.

(iii) APPLICATION PROCESS (as per EBP)

All Eligible Investors will have to register themselves as a one-time exercise (if not already registered) under the BSE BOND – EBP Platform offered by BSE for participating in the electronic book mechanism. Eligible Investors will also have to complete the mandatory KYC verification process. Investors should refer to the Operational guidelines of BSE available in following link : https://www.bseindia.com/downloads1/Bsebond_Operating%20Guidelines.pdf

* APPLICATION BY VARIOUS APPLICANT CATEGORIES *

APPLICATION UNDER POWER OF ATTORNEY OR BY LIMITED COMPANIES

In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or Registered Society or Mutual Fund, and scientific and/or industrial research organizations or Trusts etc, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

and Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the application form, quoting the serial number of the application form and the Bank’s branch where the application has been submitted, at the office of the Registrars to the Issue after submission of the application form to the Bankers to the issue or any of the designated branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of the subscription list may not be considered.

APPLICATIONS UNDER POWER OF ATTORNEY

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Company or to its Registrars or to such other person(s) at such other address(es) as may be specified by the Company from time to time through a suitable communication.

APPLICATION BY PROVIDENT FUNDS, SUPERANNUATION FUNDS, GRATUITY FUNDS & PENSION FUNDS

In case of Applications by Indian provident funds and pension funds authorised to invest in the Debentures, the Application Form must be accompanied by certified true copies of: (i) any Act/rules under which they are incorporated; (ii) power of attorney, if any, in favour of one or more trustees thereof; (iii) board resolution authorising investments; (iv) such other documents evidencing registration thereof under applicable statutory/regulatory requirements; (v) specimen signature of authorised person; (vi) certified copy of the registered instrument for creation of such fund/trust; and (vii) tax exemption certificate issued by income tax authorities, if exempt from income tax.

RETIREMENT FUNDS FOLLOWING MINISTRY OF FINANCE GUIDELINES

The application must be accompanied by certified true copies of (i) Certificate of registration, if registered (ii) Power of Attorney granted to transact business on its behalf (iii) Any official valid document to identify the trustees, selectors, beneficiaries and those holding Power of Attorney, founders/managers/ foundation/ association (v) Telephone bill and (iv) PAN (otherwise exemption certificate issued by IT authorities).

APPLICATION BY NON-BANKING FINANCE COMPANIES (NBFCS)/ RESIDUARY NON-BANKING FINANCE

The applications must be accompanied by certified true copies of (i) Memorandum and Articles of Association/ Other documents governing the constitution (ii) Power of Attorney (iii) resolution authorizing investment and containing operating instructions and (iv) Specimen signatures of authorized signatories.

APPLICATION BY INSURANCE COMPANIES

The application must be accompanied by certified true copies of (i) Certificate of Information and Memorandum & Articles of Association (ii) Resolution of the Board of Directors and Identification of those who have authority to operate (iii) Power of Attorney granted to its managers, officers or employee to transact on its behalf (iv) Copy of PAN allotment letter; (v) certificate of registration issued by IRDA; and (vi) copy of the Telephone bill.

APPLICATIONS BY COMPANIES/BODIES CORPORATE/FINANCIAL INSTITUTIONS/STATUTORY CORPORATIONS

The applications must be accompanied by certified true copies of (i) Memorandum and Articles of Associations / Constitution / Bye-Law(s) (ii) certified true copy of the resolution authorizing investment

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

and containing operating instructions (iii) specimen signatures of authorized signatories and (iv) relevant certificate(s) in the prescribed form(s) under Income Tax Rules, 1962, if exemption is sought from deduction of tax at source on interest income.

APPLICATION BY REGIONAL RURAL BANKS

The application must be accompanied by certified true copies of (i) Government notification/ Certificate of In / Memorandum and Articles of Association/ other documents governing the constitution (ii) resolution authorizing investment and containing operating instructions (iii) specimen signatures of authorized signatories (iv) Form 15H for claiming exemption from deduction of tax at source on income from interest on application money and (v) Form 15AA for claiming exemption from deduction of tax at source on the interest income.

APPLICATION BY CO-OPERATIVE BANKS

All cooperative banks including primary urban cooperative banks can invest in these bonds to the extent permissible under applicable Reserve Bank of India notification in force from time to time. The applications must be accompanied by certified true copies of (i) Government Notification/ Certificate of Registration/ Other documents governing constitution (ii) resolution authorizing investment and containing operating instructions (iii) specimen signatures of authorized signatories and (iv) Recognition certificate from Income Tax Department.

APPLICATION BY COMMERCIAL BANKS/ MUTUAL FUNDS

A separate Application can be made in respect of each scheme of an MF; such Applications will not be treated as multiple Applications. Applications made by the AMCs or custodians of an MF must clearly indicate the name of the scheme for which Application is being made. In case of Applications made by MFs, the Application Form must be accompanied by certified true copies of their (i) SEBI registration certificate; (ii) trust deed (iii) resolution authorising investment and containing operating instructions; and (iv) specimen signatures of authorisedsignatories.The application must be accompanied by certified true copies of 1} Certificate of Incorporation, Memorandum & Articles of Association, 2} Power of Attorney 3} Resolution authorizing investment and containing operating instruction 4} SEBI registration certificate where ever applicable 5) Specimen signature of authorized signatories.

APPLICATION BY CHARITABLE/ RELIGIOUS TRUST

The application must be accompanied by certified true copies of 1} Trust Deed/bye laws 2} Certificate of Registration 3} Resolution authorizing investment and containing operating instruction 4} Specimen signature of authorized signatories 5} Relevant certificates in the prescribed form (s) under Income Tax Rules, 1962, if exemption is sought from deduction of tax at source on interest income.

APPLICATION BY PORT TRUSTS

As per section 88 of the Major Port Trusts Act, 1963 the bonds being guaranteed by the Government of Uttar Pradesh are categorized as public security for the purpose of investments by Port Trusts.

APPLICATION BY MUTUAL FUNDS

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made.

SUBMISSION OF DOCUMENTS

Investors need to submit the certified true copies of the following documents, along-with the Application Form, as applicable:

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

 Memorandum and Articles of Association/ Constitution/ Bye-laws/ Trust Deed;  Government notification/ Certificate of incorporation (in case of Primary Co-operative Bank and RRBs);  SEBI Registration Certificate, if applicable;  Board Resolution authorizing investment along with operating instructions;  Power of Attorney/ relevant resolution/ authority to make application;  Form 15AA granting exemption from TDS on interest, if any;  Form 15G/ 15H for claiming exemption from TDS on interest on application money, if any;  Order u/s197 of Income Tax Act, 1961;  Order u/s10 of Income Tax Act, 1961;  Copy of Permanent Account Number Card (“PAN Card”) issued by the Income Tax Department;  Specimen signatures of the authorized signatories (ink signed), duly certified by an appropriate authority.

R PROCEDURE FOR APPLYING FOR DEMAT FACILITY

1. The applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL/ CDSL prior to making the application. 2. The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participant’s ID appearing in the Application Form under the heading ‘Details for Issue of Bonds in Electronic/ Dematerialized Form’.) 3. Bonds allotted to an applicant will be credited directly to the applicant’s respective Beneficiary Account(s) with the DP. 4. For subscribing the Bonds names in the application form should be identical to those appearing in the account details in the depository. In case of joint holders the names should necessarily be in the same sequence as they appear in the account details in the depository. 5. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrars to the Issue. 6. If incomplete/incorrect details are given under the heading ‘Details for Issue of Bonds in Electronic/ Dematerialized Form’ in the application form it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer. 7. For allotment of Bonds the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the application form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient the Issuer would not be liable for losses, if any. 8. It may be noted that Bonds will be issued in electronic form. The same can be traded only on the Stock Exchanges having electronic connectivity with NSDL/ CDSL. The NSE, where the Bonds of the THDCIL are proposed to be listed has connectivity with NSDL/ CDSL. 9. Payment of interest or repayment of principal would be made to those Bond holders whose names appear on the list of beneficial owners given by the Depositories to the Issuer as on Record Date/ Book Closure Date. In case of those Bond for which the beneficial owner is not identified by the Depository as on the Record Date/ Book Closure Date, the issuer would keep in abeyance the payment of interest or repayment of principal, till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer, whereupon the interest or principal would be paid to the beneficiaries, as identified, within a period of 30 (thirty) days. 10. The Bonds shall be directly credited to the Beneficiary Account as given in the Application Form and after due verification, allotment advice/ refund order, if any, would be sent directly to the applicant by the Registrars to the Issue but the confirmation of the credit of the Bonds to the applicants Depository Account will be provided to the applicant by the Depository Participant of the applicant.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

S- HOW TO APPLY:

This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Bonds issued by the corporation. The document is for the exclusive use of the institution(s) to whom it is delivered and it should not be circulated/ distributed to third parties. This being a private placement Issue, the eligible investors who have been addressed through this communication directly, only are eligible to apply. Applications for the Bonds must be in the prescribed form and completed in BLOCK LETTERS in English and as per the instructions contained therein.

T- Disclosures pertaining to wilful default

1. In case of listing of debt securities made on private placement, the following disclosures shall be made:

(a) Name of the bank declaring the entity as a wilful defaulter (b) The year in which the entity is declared as a wilful defaulter (c) Outstanding amount when the entity is declared as a wilful defaulter (d) Name of the entity declared as a wilful defaulter (e) Steps taken, if any, for the removal from the list of wilful defaulters (f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions (g) Any other disclosure as specified by the Board

“None of the above is applicable in the case of THDC, as THDC has never defaulted in any of its payment obligations”.

2. The fact that the issuer or any of its promoters or directors is a wilful defaulter shall be disclosed prominently on the cover page with suitable cross-referencing to the pages.

“Not Applicable”

Servicing Behavior on Existing Debts The Company has been servicing all its interestliabilitiesand Principal repayment on time and there has been no instance of delay or default on the Existing Debts of the Company

*INVESTOR GRIEVANCE AND REDRESSAL SYSTEMS

Arrangements have been made to redress investor grievances expeditiously as far as possible, the Issuer endeavors to resolve the investor’s grievances within 30 days of its receipt. All grievances related to the issue quoting the Application Number (including prefix), number of Bonds applied for, amount paid on application and details of collection centre where the Application was submitted, may be addressed to the Compliance Officer at registered office of the Issuer. All investors are hereby informed that the Issuer has appointed a Compliance Officer who may be contracted in case of any pre-issue/ post-issue related problems such as non-credit of letter(s) of allotment/ bond certificate(s) in the demat account, non- receipt of refund order(s), interest warrant(s)/ cheque(s) etc. Contact details of the Compliance Officer are given elsewhere in thisPrivate Placement Offer Letter.

Investor Relations Officer Ms. Rashmi Sharma Designation/ Dept Company Secretary Address THDC INDIA LIMITED, GANGA BHAWAN C.S DEPATMENT, PRAGATIPURAM BY- PASS , RISHIKESH -249201 Ph No 0135- 2439309, +918266098898 Fax 0135-2439442 Email [email protected] Website www.thdc.co.in

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

U- TERM SHEET: ISSUE DETAILS

Security Name 7.19 %-THDCIL Corporate BONDS SERIES III Issuer THDC India Limited (THDCIL) Type of Instrument Secured Redeemable, Non-Convertible, Non-Cumulative, Taxable Bonds in the nature of Debentures. Nature of Instrument Secured Seniority The claims of the Bondholders shall be superior to the claims of any unsecured creditors of the Company and subject to applicable statutory and/or regulatory requirements, rank paripassu inter se to the claims of other secured creditors of our Company having the same security Mode of Issue Private Placement Eligible Investors All QIBs, and any non-QIB Investors specifically mapped by the Issuer on the BSE BOND – EBP Platform, are eligible to bid / invest / apply for this Issue.

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this Issue. Listing (including name of stock Proposed on the Wholesale Debt Market (WDM) Segment of Exchange(s) where it will be listed and the BSE and NSE timeline for listing) Rating of the Instrument “AA“stableby ICRA Ltd. &“AA” outlook stable by CARE RatingsLtd have been assigned for the current issue of Bonds. Issue Size Rs. 800 Crore Objects of the Issue To partly meet debt requirements of ongoing and under construction projects including recoupment of expenditure already incurred and repayments of loans. Details of the utilization of the To partly meet debt requirements of ongoing and under Proceeds construction projects including recoupment of expenditure already incurred and repayments of loans. Coupon Rate 7.19 % p.a. Step Up/Step Down Coupon Rate Not Applicable Coupon Payment Frequency Annual Coupon payment dates Annual on each Anniversary Date of Allotment. Coupon Type Fixed Coupon Reset Process (including rates, Not Applicable spread, effective date, interest rate cap and floor etc). Day Count Basis Actual/ Actual Interest shall be computed on an “actual/actual basis”. Where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis (as per SEBI Circular no CIR/IMD/DF/18/2013 dated 29th Oct 2013) Tenor 10 years from the deemed date of allotment. Redemption Date Wednesday, July 24, 2030 Redemption Amount Rs.10,00,000/- per Bond. Redemption Premium /Discount None Issue Premium /Discount None Bond Series THDCIL Corporate BONDS SERIES III Issue Price Each Bond shall have Face Value of Rs.10 Lac. Face Value Each Bond shall have Face Value of Rs. 10 Lac Discount at which security is issued None and the effective yield as a result of such discount. Put option Date None

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Put option Price None Call Option Date None Call Option Price None Put Notification Time None Call Notification Time None Minimum Application and in multiples Minimum application is of 1bonds of face value of Rs.10 lakhs of Debt securities thereafter and in multiple of 1 bond thereafter Basis of Allotment (if any) The issuer reserves the right to reject any/all applications fully or partially at its sole discretion, without assigning any reason whatsoever. Issuance mode of the Instrument Demat only Trading mode of the Instrument Demat only Settlement mode of the Instrument Payment of interest and repayment of principal shall be made by way of cheque(s)/ interest/ redemption warrant(s)/ demand draft(s)/ credit through direct credit/ RTGS/ Fund Transfer/ NECS/ NEFT or any other electronic mode offered by the Banks. Business Day/ Working DayConvention Working Days shall be all days on which commercial banks are open for business in the city of Mumbai. As per notification dated 20 August 2015, only such dates that fall on second and fourth Saturday of every month have been considered as non-business day. Further, Sundays, have also been considered as non-Business Days. We have not considered the effect of public holidays as it is difficult to ascertain for future dates.

If any of date(s) defined in the Disclosure Document, except the Deemed Date of Allotment, the next working day shall be considered as the effective date(s) in line with SEBI circular No CIR/IMD/DF-1/122/2016 dated November 11, 2016. Effect of holidays If the interest payment date falls on a holiday, the payment may be made on the following working day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security in line with SEBI circular No CIR/IMD/DF- 1/122/2016 dated November 11, 2016.

If the Redemption Date (also being the last Coupon Payment Date) of the Bonds falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Bonds until but excluding the date of such payment. Record Date 15 days prior to each Coupon Payment Date and Put/ Call Option Due Date and Redemption Date.

In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will be considered as the Record Date. Depository National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL). Security (where applicable) The Bonds will be secured by a paripassu first charge on on the existing and future movable assets of Koteshwar Hydro Power Plant and Wind Power Plant – Patan&Dwarka. The security will be created within the time stipulated as per the relevant statutory provisions.The Company shall at all times maintain a minimum security over of 1.0 time of the Bonds proposed to be issued and interest accrued thereon. The Company reserves the right to create further charge on

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

such asset cover for its present and future financial requirements or otherwise, without any prior consent of the Bondholders, or as provided for under the Debenture Trust Deed, provided that minimum asset cover of one time is maintained. Transaction Documents The Issuer has executed/shall execute the documents including but not limited to the following in connection with the Issue:

1. Letter appointing Trustees to the Bondholders; 2. Debenture Trusteeship Agreement; 3. Debenture/Bond Trust Deed; 4. Rating letter from ICRA Limited and CARE Ratings Ltd. 5. Tripartite Agreement between the Issuer; Registrar and NSDL for issue of Bonds in dematerialized form; 6. Tripartite Agreement between the Issuer, Registrar and CDSL for issue of Bonds in dematerialized form; 7. Letter appointing Registrar. 8. Application made to BSE &NSE for seeking their in- principle approval for listing of Bonds; 9. Listing Agreement with BSE & NSE; 10. Letters appointing Arrangers to the Issue. Conditions Precedent to The subscription from investors shall be accepted for Disbursement allocation and allotment by the Issuer subject to the following: 1. Rating letter(s) from the aforesaid rating agencies not being more than one month old from the issue opening date; 2. Letter from the Trustees conveying their consent to act as Trustees for the Bondholder(s); 3. Application to NSE for seeking its in-principle approval for listing of Bonds. Condition Subsequent to The Issuer shall ensure that the following documents are Disbursement executed/ activities are completed as per time frame mentioned elsewhere in this Private Placement Offer Letter: 1. Credit of demat account(s) of the allottee(s) by number of Bonds allotted within 2 working days from the Deemed Date of Allotment; 2. Making listing application to BSE &NSE within 15 days from the Deemed Date of Allotment of Bonds and seeking listing permission within 20 days from the Deemed Date of Allotment of Bonds in pursuance of SEBI Debt Regulations; Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned elsewhere in this Private Placement Offer Letter. Events of Default  Default in payment: In case of default in payment of Interest and/or principal redemption on the due dates.  Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the date of allotment. Remedies Upon the occurrence of any of the Events of Default, the Trustees shall on instructions from majority Bondholder(s), declare the amounts outstanding to be due and payable forthwith and the security created under the security documents shall become enforceable, and the Trustees shall have the right to enforce any security created pursuant to the security documents towards repayment of the amounts outstanding and/or exercise such other rights as the Trustees may deem fit under the applicable laws. Additional Covenants DEFAULT IN PAYMENT: In case of default in payment of interest and/or principal redemption on the due dates, additional interest of at least @

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

2% p.a. over the Coupon Rate will be payable by the Issuer for the defaulting period.

DELAY IN LISTING: In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment, the Company will pay penal interest of at least 1% p.a. over the coupon rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of such debt securities to the investor.

ALLOTMENT OF SECURITIES: As per Company Act 2013 under section 42(6) of the Act, the Company shall allot the Debentures/ Bonds within (60)sixty days from the date of receipt of the application money for such Debentures/ Bonds and if the Company is not able to allot the Debentures/ Bonds within such period, it shall repay the application money to the subscribers within fifteen days from the date of completion of (60)sixty days and if the Company fails to repay the application money within the aforesaid period, it shall be liable to repay such money with interest at the rate of 12% p.a. from the expiry of the sixtieth day.

On the happening of any of the event of default, in addition to the rights specified above, the Debenture Holders/Bond Trustees shall have the right as indicated in the SEBI Regulations/ Company Act 2013 from time to time. Provisions related to Cross Default Not Applicable Clause Role and Responsibilities of The Trustees shall perform its duties and obligations and Debenture Trustee exercise its rights and discretions, in keeping with the Trust Reposed in the Trustees by the Holder(s) of the Bonds and shall further conduct itself and complied with the provisions of all applicable laws provided that, the provisions of Sec. 20 of the Indian Trusts Act, 1882 shall not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of Companies Act 2013, SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees), Regulations, 1993, the Bond/Debenture Trusteeship Agreement, Private Placement Offer Letterand all other related transaction documents with due care, diligence and loyalty. The Trustees shall be vested with the requisite powers for protecting the interest of Holder(s) of the Bonds. The Trustees shall ensure disclosure of all material events on an ongoing basis and shall supervise the implementation of the conditions regarding creation of security for the Bonds. The Issuer shall, till the redemption of Bonds, submit its latest audited/limited review half yearly consolidated (wherever available) and stand alone financial information such as Statement of Profit & Loss, Balance Sheet and Cash Flow Statement and Audited Qualifications, if any, to the Trustees within the timelines as mentioned in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Besides, the Issuer shall within 180 days from the end of the Financial Year submit a copy of the latest Annual Report to the Trustees and the Trustees shall be obliged to share the details so submitted with all Bond Holder(s) within two working days of their specific request. Governing Law and Jurisdiction The Bonds are governed by and shall be construed in

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

accordance with the existing laws of India. Any dispute arising thereof shall be subject to the jurisdiction of the Courts at the city of Nanital only. Trustees Vistra ITCL (India) Limited Registrar KFintech Technologies Pvt. Ltd. (Formerly known as KarvyFintech Pvt. Ltd.) Mode of Subscription As per SEBI circular dated January 5th, 2018 and operational guidelines of BSE Manner of Bidding Closed Book Bidding Mode of Allotment/Allocation option Uniform Yield Mode of Settlement Indian Clearing Corporation Ltd. (ICCL’s) ISSUE SCHEDULE: Issue Opening Date Wednesday, July 22, 2020 Issue Closing Date Wednesday, July 22, 2020 Pay-in Date Friday, July 24, 2020 (T+2) Deemed Date of Allotment Friday,July 24, 2020 (T+2)

* Subject to deduction of Tax at source as applicable

* * The Issuer reserves its sole and absolute right to modify (pre-pone/ postpone) the above issue schedule without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by the Issuer. The Issuer also reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any notice. Incase if the Issue Closing Date/ Pay in Date is/are changed (pre-poned/ postponed), the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by the Issuer at its sole and absolute discretion. Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates and/or Put/ Call Option due Date and/or Redemption Date may also be changed at the sole and absolute discretion of the Issuer.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

V- DISCLOSURE OF CASH FLOWS:Set forth below is an illustration for guidance in respect of the day count convention and effect of holidays on payments. Investors should note that this example is solely for illustrative purposes. We have not considered the effect of public holidays as it is difficult to ascertain for future dates.

Company THDC INDIA LTD Tenure 10 YEARS Face Value (per security) RS. 10 LAC PER BOND Deemed Date of Allotment July 24, 2020 Redemption July 24, 2030 Coupon Rate 7.19 % p.a. Frequency of the interest payment Annually on July 24, of each year till maturity of Bonds with specified dates Day count Convention Actual/Actual Coupon shall be computed on an “actual/actual basis”. Where the coupon period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis

Cash Flows Coupon Payment Actual Dates Revised Dates No. of Amount per days Bond payable (in Rs.) 1st year Saturday, July 24, 2021 Monday, July 26, 2021 365 71900 2nd year Sunday, July 24, 2022 Monday, July 25, 2022 365 71900 3rd year Monday, July 24, 2023 Monday, July 24, 2023 365 71900 4th year Wednesday, July 24, 2024 Wednesday, July 24, 2024 366 71900 5th year Thursday, July 24, 2025 Thursday, July 24, 2025 365 71900 6th year Friday, July 24, 2026 Friday, July 24, 2026 365 71900 7th year Saturday, July 24, 2027 Monday, July 26, 2027 365 71900 8th year Monday, July 24, 2028 Monday, July 24, 2028 366 71900 9th year Tuesday, July 24, 2029 Tuesday, July 24, 2029 365 71900 10th year Wednesday, July 24, 2030 Wednesday, July 24, 2030 365 71900 Redemption Date Wednesday, July 24, 2030 Wednesday, July 24, 2030 1000000

Assumptions and Notes:

1. The aggregate coupon payable to each Bondholder shall be rounded off to the nearest rupee as per the Fixed Income Money Market and Derivatives Association handbook on market practices.

2. The actual dates and maturity amount will be in accordance to and in compliance with the provisions of SEBI circular CIR/IMD/DF-1/122/2016 dated November 11, 2016 giving effect to actual holidays and dates of maturity which qualifies the SEBI requirement.

3. For the purposes of the above illustration, as per notification dated 20 August 2015, only such dates that fall on second and fourth Saturday of every month have been considered as non- business day. Further, Sundays, have also been considered as non-Business Days.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

W- TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR)

ISSUE SIZE

The Issuer proposes to raise aggregating to Rs. 800 Crore.

PRESENT ISSUE

THDC INDIA LIMITED [THDCIL] (hereinafter referred to as the ‘Company’/‘Issuer’) proposes to raise Secured Redeemable, Non-Convertible, Non Cumulative Bonds (Series III) in the nature of debentures of The Face Value Rs. 10.00 Lakh for Cash at Par Worth Aggregating to Rs. 800 Crore under Private Placement basis.

NATURE OF THE INSTRUMENT

Secured Redeemable, Non-Convertible, Non-Cumulative Bonds.

FACE VALUE, ISSUE PRICE, EFFECTIVE YIELD FOR INVESTOR

Each Bond shall have Face Value of Rs. 10 Lakhs

MINIMUM APPLICATION

The application should be for a minimum of Rs. 10 lakhs (1Bond) and in multiples ofRs.10 lakhs (1Bond) thereafter.

LISTING

The Company proposes to list these Bonds on the Wholesale Debt Market (WDM) Segment of the NSE and BSE.

SECURITY The Bonds will be secured by a paripassu first charge on on the existing and future movable assets of Koteshwar Hydro Power Plant and Wind Power Plant – Patan&Dwarka .. The security will be created within the time stipulated as per the relevant statutory provisions.The Company shall at all times maintain a minimum security over of 1.0 time of the Bonds proposed to be issued and interest accrued thereon. The Company reserves the right to create further charge on such asset cover for its present and future financial requirements or otherwise, without any prior consent of the Bondholders, or as provided for under the Debenture Trust Deed, provided that minimum asset cover of one time is maintained.

UTILIZATION OF THE ISSUE PROCEEDS

To partly meet debt requirements of ongoing and under construction projects including recoupment of expenditure already incurred and repayments of loans.

ELIGIBILITY TO COME OUT WITH THE ISSUE

The Issuer or the person in control of the Issuer, or its promoter, has not been restrained or prohibited or debarred by SEBI/ any other Government authority from accessing the securities market or dealing in securities and such direction or order is in force.

REGISTRATION AND GOVERNMENT APPROVALS

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

The Company can undertake the activities proposed by it in view of the present approvals and no further approval from any government authority (ies) is required by it to undertake the proposed activities save and except those approvals which may be required to be taken in the normal course of business from time to time.

AUTHORITY FOR THE ISSUE COMPANY

The present placement of Bonds is being made pursuant to the following:

 Resolution passed by the Board of Directors of the company at its202ndmeeting held on27.09.2019  Resolution passed by the Shareholders of the Company at its meeting held on 27.09.2019

UNDERWRITING

The present Issue of Bonds on private placement basis has not been underwritten.

GUARANTEE

No Guarantee exept secured by creation of charge on the Assets of the Company.

AN UNDERTAKING THAT THE ISSUER SHALL USE A COMMON FORM OF TRANSFER

The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Bonds held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company. The Company undertakes that it shall use a common form/ procedure for transfer of Bonds issued under terms of this Private Placement Offer Letter.

TERMS AND CONDITIONS OF THE ISSUE

This is a confidential Private Placement Offer Lettersetting out the terms and conditions pertaining to issue of under Private Placement of Secured Redeemable, Non-Convertible, Non-Cumulative, Taxable Bonds (Series II) in the nature of debentures of the Face Value Rs. 10 Lac each for cash at par, worth aggregating to Rs. 800 Crore by THDC INDIA LIMITED [THDCIL] (hereinafter referred to as the ‘Company’/ ‘the Issuer’). Your participation is subject to the completion and submission of Application Form along with application money and acceptance of the offer by the Company.

TERMS OF PAYMENT

The full face value of the Bonds applied for is to be paid along with the Application Form. Investor(s) need to send in the Application Form and the NEFT/RTGS for the full face value of the Bonds applied for.

Face Value Per Bond Minimum Application for Rs. 10 Lakh Rs. 10 Lakh

DEEMED DATE OF ALLOTMENT

The deemed date of Allotment is July 24, 2020.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Interest on Bonds shall accrue to the Bond holder(s) from the Deemed Date of Allotment. All benefits relating to the Bonds will be available to the investors from the Deemed Date of Allotment. The actual allotment of Bonds may take place on a date other than the Deemed Date of Allotment. The Company reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any notice. Incase if the issue closing date is changed (pre-poned/ postponed), the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by the Company at its sole and absolute discretion.

MINIMUM SUBSCRIPTION

As the current issue of Bonds is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore the Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size.

BASIS OF ALLOCATION / ALLOTMENT

The issuer reserves the right to reject any/all applications fully or partially at its sole discretion, without assigning any reason whatsoever.

MARKET LOT

The market lot will be one Bond (“Market Lot”). Since the Bonds are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of Bonds.

The market lot will be 1 Bond of the face value of Rs.10 lakh (Rupees Ten lakh)

TRADING OF BONDS

The marketable lot for the purpose of trading of Bonds shall be 1Bond of face value of Rs.10 Lac each. Trading of Bonds would be permitted in demat mode only in standard denomination of Rs.10 Lac and such trades shall be cleared and settled in recognized stock exchange(s) subject to conditions specified by SEBI. In case of trading in Bonds which has been made over the counter, the trades shall be reported on a recognized stock exchange having a nationwide trading terminal or such other platform as may be specified by SEBI.

INTEREST ON THE BONDS

The Bonds shall carry interest at appropriate coupon rate p.a. payable annually (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by the Company) on the outstanding principal amount of Bonds. The interest shall be serviced annually throughout the tenure of the Bonds till final redemption. The Final interest payment would be made on redemption date along with the redemption of principal amount. Interest on Bonds will cease on the date of final redemption in all events.

The Bonds shall carry interest at the Coupon Rate from, and including, the Deemed Date of Allotment up to, but excluding the Put/ Call Option Due Date/ Redemption Date, as the case may be, payable on the “Coupon Payment Dates”, on the outstanding principal amount of Bonds till Put/ Call Option Due Date/ Redemption Date, to the holders of Bonds (the “Holders” and each, a “Holder”) as of the relevant Record Date. Interest on Bonds will cease from the Put/ Call Option Due Date/ Redemption Date, as the case may be, in all events.

Payment of interest shall be made by way of cheque(s)/ interest warrant(s)/ credit through RTGS/NEFT mechanism. When interest payment is made by way cheque(s), the same shall be dispatched by the Company at least 7 (seven) days prior to the due date and shall be dispatched by registered post to the sole/ first applicant, at the sole risk of the applicant.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

If the interest payment date falls on a holiday, the payment may be made on the following working day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security in line with SEBI circular No CIR/IMD/DF-1/122/2016 dated November 11, 2016.

In case the Deemed Date of Allotment is revised (pre-poned/ postponed) then the Interest Payment Dates may also be revised pre-poned/ postponed) accordingly by the Company at its sole & absolute discretion.

PAYMENT OF INTEREST/ PRINCIPAL

Payment of interest and repayment of principal shall be made by way of cheque(s)/ demand draft(s)/ RTGS/ NEFT mechanism.

COMPUTATION OF INTEREST

Interest for each of the interest periods shall be computed as per Actual/ Actual day count convention on the face value amount of Bonds outstanding at the Coupon Rate rounded off to the nearest Rupee. Where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days- a-year basis, on the face value amount of Bonds outstanding.

EFFECT OF HOLIDAYS: - As per SEBI Circular Dated November 11, 2016 If the interest payment date falls on a holiday, the payment may be made on the following working day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security in line with SEBI circular No CIR/IMD/DF-1/122/2016 dated November 11, 2016.

If the Redemption Date (also being the last Coupon Payment Date) of the Bonds falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the preceding Business Day along with interest accrued on the Bonds until but excluding the date of such payment.

RECORD DATE

The “Record Date” for the Bonds shall be 15 days prior to each Coupon Payment Date, Put/ Call Option Due Date and Redemption Date. In case of redemption of Bonds, the trading in the Bonds shall remain suspended between the Record Date and the Redemption Date. Interest payment and principal repayment shall be made to the person whose name appears as beneficiary with the Depositories as on Record Date. In the event of the Issuer not receiving any notice of transfer at least 15 days before the respective Coupon Payment Date, Put/ Call Option Due Date and Redemption Date, the transferees for the Bonds shall not have any claim against the Issuer in respect of amount so paid to the registered Bondholders.

In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will be considered as the Record Date.

PUT & CALL OPTION

None

REDEMPTION

The face value of the Bonds shall be redeemed at par, on the Redemption Date. The Bonds will not carry any obligation, for interest or otherwise, after the Redemption Date. The Bonds shall be taken as discharged on payment of the redemption amount by the Issuer on the Redemption Date to the registered Bondholders whose name appear in the Register of Bondholders on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Bondholders.

Redemption willbeas per Term Sheet.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

PAYMENT ON REDEMPTION

Payment on redemption will be made by cheque (s)/ warrants(s)/RTGS in the name of the Bond holder whose name appears on the List of Beneficial owners given by Depository to the Company as on the Record Date. On the Company dispatching the redemption warrants to such Beneficiary (ies) by registered post/ courier, the liability of the Company shall stand extinguished.

The Bonds shall be taken as discharged on payment of the redemption amount by the Company on maturity to the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant. Such payment will be a legal discharge of the liability of the Company towards the Bond holders. On such payment being made, the Company will inform NSDL/ CDSL/ Depository Participant and accordingly the account of the Bond holders with NSDL/ CDSL/ Depository Participant will be adjusted.

The Company's liability to the Bond holders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Company will not be liable to pay any interest or compensation from the date of redemption. On the Company dispatching the amount as specified above in respect of the Bonds, the liability of the Company shall stand extinguished.

DEPOSITORY ARRANGEMENTS

The Company has appointed KFintechTechnologies Pvt. Ltd (Formerly known as KarvyFintech Pvt. Ltd.) as Registrars & Transfer Agent for the present bond issue. The Company shall make necessary depository arrangements with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for issue and holding of Bond in dematerialized form. In this context the Company shall sign two tripartite agreements as under:

 Tripartite Agreement between Issuer Company, RTA and National Securities Depository Ltd. (NSDL) for offering depository option to the investors.

 Tripartite Agreement between Issuer Company, RTA and Central Depository Services (I) Ltd. (CDSL) for offering depository option to the investors.

Investors can hold the Bonds only in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time.

LIST OF BENEFICIAL OWNERS

The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount on maturity, as the case may be.

LETTER OF ALLOTMENT AND BOND CERTIFICATE

The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 days from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all statutory formalities, such credit in the account will be akin to a Bond Certificate.

ISSUE OF BOND CERTIFICATE(S)

Subject to the completion of all statutory formalities within time frame prescribed in the relevant regulations/ act/ rules etc, the initial credit akin to a Letter of Allotment in the Beneficiary Account of the investor would be replaced with the number of Bonds allotted. The Bonds since issued in electronic (dematerialized) form, will be governed as per the provisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules notified in respect thereof. The Bonds shall be allotted in dematerialized form only.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

ISSUE OF DUPLICATE INTEREST/REDEMPTION CHEQUE(S)

If any, Interest /redemption cheque(s) / Demand Draft(s) is lost, stolen or destroyed, then upon production of proof thereof to the satisfaction of THDCIL and upon furnishing such indemnity as THDCIL may deem adequate and upon payment of any expenses incurred by THDCIL in connection thereof, new interest/redemption cheque (s) / Demand Draft(s) will be issued. A fee may be charged by THDCIL not exceeding such sum as may be prescribed by law on each duplicate interest/ redemption cheque(s) / Demand Draft(s) issued in accordance with this provision. If any interest/redemption cheque(s) / Demand Draft(s) is/are mutilated or defaced, then, upon surrender of such interest /redemption cheque(s) / Demand Draft(s), THDCIL shall cancel the same and issue a duplicate interest/redemption cheque(s) / Demand Draft(s) in lieu thereof. The procedure for issue of the duplicate shall be governed by the provisions of the Bond Regulations.

DISPATCH OF REFUND ORDERS

The Company shall ensure dispatch of Refund Order(s) by Registered Post only and adequate funds for the purpose shall be made available to the Registrar to the Issue by the Issuer Company.

JOINT-HOLDERS

Where two or more persons are holders of any Bond(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to other provisions contained in the Articles.

SHARING OF INFORMATION

The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Bond holders available with the Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

MODE OF TRANSFER OF BONDS

Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Bonds held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. Transfer of Bonds to and from NRIs/ OCBs, in case they seek to hold the Bonds and are eligible to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company.

SUCCESSION

In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for the time being, the Company shall recognize the executor or administrator of the deceased Bond holder, or the holder of succession certificate or other legal representative as having title to the Bond(s). The Company shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Company may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Bond (s) standing in the name of the deceased Bond holder on production of sufficient documentary proof or indemnity.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Where a non-resident Indian becomes entitled to the Bond by way of succession, the following steps have to be complied with:

 Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bond was acquired by the NRI as part of the legacy left by the deceased holder.  Proof that the NRI is an Indian National or is of Indian origin.

Such holding by the NRI will be on a non-repatriation basisand all the payment will be made through proper banking channel and the payments will be made only in Indian National Rupee.

RIGHT TO ACCEPT OR REJECT APPLICATIONS

The Company reserves it’s full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of realization of application money till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

 Number of Bonds applied for is less than the minimum application size;  Applications exceeding the issue size;  Bank account details not given;  Details for issue of Bonds in electronic/ dematerialized form not given; PAN/GIR and IT Circle/Ward/District not given;  In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc relevant documents not submitted;

In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application monies of such Bonds will be refunded, as may be permitted.

FICTITIOUS APPLICATIONS

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of section 38 of the Companies Act, 2013 which is reproduced below:

“Any person who— (a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) Makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name.

Shall be liable for action under section 447.”

FUTURE BORROWINGS

The Company shall be entitled, from time to time, to make further issue of bonds and / or Bonds and other such instruments to the public / members of the Company / banks / financial institutions / bodies corporate /mutual funds and / or any other person(s) and /or to raise further loans, advances and/or avail of further financial and / or guarantee facilities from all or any of the above without obtaining the approval of the Bondholders and/or the Trustee.

RIGHTS OF BOND HOLDER(S)

The Bond holders will not be entitled to any rights and privileges of share holders other than those available to them under statutory requirements. The Bonds shall not confer upon the holders the right to receive notice, or to attend and vote at the general meetings of shareholders of the Company. The

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

principal amount and interest, if any, on the Bonds will be paid to the sole holder only, and in the case of joint holders, to the one whose name stands first in the Register of Bond holders. The Bonds shall be subject to other usual terms and conditions incorporated in the Bond certificate(s) that will be issued to the allottee (s) of such Bonds by the Company and also in the Trustee Agreement / Trust Deed.

MODIFICATION OF RIGHTS

The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with the consent, in writing, of those holders of the Bonds who hold at least three fourth of the outstanding amount of the Bonds or with the sanction accorded pursuant to a resolution passed at a meeting of the Bondholders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Bonds, if the same are not acceptable to the Company.

BONDHOLDER NOT A SHAREHOLDER

The bondholders will not be entitled to any of the rights and privileges available to the shareholders. If, however, any resolution affecting the rights attached to the Bonds is placed before the members of the Company, such resolution will first be placed before the bondholders through the Trustees for their consideration.

NOTICES

All notices required to be given by the Issuer or by the Trustees to the Bondholders shall be deemed to have been given if sent by ordinary post/ courier to the original sole/ first allottees of the Bonds and/ or if published in one All India English daily newspaper and one regional language newspaper.

All notices required to be given by the Bondholder(s), including notices referred to under “Payment of Interest”, “Put/ Call option” and “Payment on Redemption” shall be sent by registered post or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time.

EVENT OF DEFAULT

The following shall constitute an “Event of Default” by the Issuer:  Default in payment: In case of default in payment of Interest and/or principal redemption on the due dates.  Delay in Listing:Incaseof delay in listing of the debt securities beyond 20 days from the date of allotment.

ADDITIONAL COVENANTS

1. DEFAULT IN PAYMENT: In case of default in payment of interest and/or principal redemption on the due dates, additional interest of at least @ 2% p.a. over the Coupon Rate will be payable by the Issuer for the defaulting period.

2. DELAY IN LISTING: In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment, the Company will pay penal interest of at least 1% p.a. over the coupon rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of such debt securities to the investor. 3. ALLOTMENT OF SECURITIES: As per Company Act 2013 under section 42(6) of the Act, the Company shall allot the Debentures/ Bonds within (60)sixty days from the date of receipt of the application money for such Debentures/ Bonds and if the Company is not able to allot the Debentures/ Bonds within such period, it shall repay the application money to the subscribers within fifteen days from the date of completion of (60)sixty days and if the Company fails to repay the application money within the aforesaid period, it shall be liable to repay such money with interest at the rate of 12% p.a. from the expiry of the sixtieth day.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

4. On the happening of any of the event of default, in addition to the rights specified above, the Debenture Holders/Bond Trustees shall have the right as indicated in the SEBI Regulations/ Company Act 2013 from time to time.

PAN/GIR NUMBER

All applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1961 and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided.

TAX DEDUCTION AT SOURCE

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/ document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the company in writing, at least 30 (thirty) calendar working days before the interest payment dates.

Tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form. Where any deduction of Income Tax is made at source, the Company shall send to the Bondholder(s) a Certificate of Tax Deduction at Source. Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors are advised to consult their own tax consultant(s). Tax Deducted at source will paid to Income tax authorities on accrual or payment whichever is earlier basis

TAX BENEFITS TO THE BOND HOLDERS OF THE COMPANY

The holder(s) of the Bonds are advised to consider in their own case, the tax implications in respect of subscription to the Bonds after consulting their own tax advisor/ counsel.

CLOSURE OF BOND ISSUE

In case the Company subscribes the entire money i.e. to the extent of total issue size including oversubscription, as mentioned in this document, much before the Issue closure date, as mentioned in this Private Placement Offer Letter,THDCIL reserves the right to close the Bond Issue from further subscription even before the Issue Closure date, extend the issue beyond the closure date mentioned in this Private Placement Offer Letterand consequently deemed date of allotment at the sole discretion of the Company.

SIGNATURES

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal.

ACKNOWLEDGEMENTS

No separate receipts will be issued for the application money. However, the Bankers to the Issue receiving the duly completed Application Form will acknowledge receipt of the application by stamping and returning to the applicant the acknowledgement slip at the bottom of each Application Form.

DISPUTES & GOVERNING LAW

The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof will be subject to the jurisdiction of the Courts at the city ofNanitalonly.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

FORCE MAJEURE

The Company reserves the right to withdraw the issue prior to the closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment. The Company reserves the right to change the Issue Schedule.

THE DISCOUNT AT WHICH SUCH OFFER IS MADE AND THE EFFECTIVE PRICE FOR THE INVESTOR AS A RESULT OF SUCH DISCOUNT

The bonds are being issued at face value and not at discount to offer price.

X- MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

By very nature of its business, the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Issuer) which are or may be deemed to be material have been entered into by the Issuer. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Registered Office of the Issuer between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date.

A. MATERIAL CONTRACTS:

a. Copy of letter appointing Registrar and Transfer Agents and copy of Agreement entered into between the Company and the Registrar. b. Copy of letters appointing Arranger(s) to the Issue c. Copy of letter appointing Trustees to the Bondholders. d. DebentureTrustee Agreement

B. DOCUMENTS:

a. Memorandum and Articles of Association of the Company as amended from time to time. b. Board Resolution dated 27.09.2019 and Shareholders Resolution dated 27.09.2019 authorizing issue of Bonds offered under terms of this Private Placement Offer Letter. c. Letter of consent from VistraITCL(India) Limited for acting as trustees for and on behalf of the holder(s) of the Bonds. d. Letter of consent from theKarvyFintech Pvt. Ltd. (Formerly known as KarvyFintech Pvt. Ltd.) for acting as Registrars to the Issue. e. Application made to the BSE& NSE for grant of in-principle approval for listing of Bonds. f. Letter from ICRA Limited and CARE Ratings Ltd. conveying the credit rating for the Bonds. g. Tripartite Agreement between the Issuer, NSDL and Registrars for issue of Bonds in dematerialised form. h. Tripartite Agreement between the Issuer, CDSL and Registrars for issue of Bonds in dematerialized form.

Any of the contracts or documents mentioned in this Information Memorandum may be amended ormodified at any time if so, required in the interest of the Company or if required by the other parties, withoutreference to the Bondholders subject to compliance of the provisions contained in the Companies Act andother relevant statutes.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Y- FORM NO. PAS – 4

PRIVATE PLACEMENT OFFER LETTER [Pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014]

THDC INDIA LIMITED CIN No: U45203UR1988GOI 009822 Registered Office: BhagirathBhawan Top Terrace BhagirathipuramTehri Garhwal-249001 Corporate Office: Ganga Bhawan, Pragtipuram, By-pass Road, Rishikesh-249201 (UK) Contact No: (0135) 2435842, 2439309 & 2437225 Website: www.thdc.gov.in Email: [email protected] 1. GENERAL INFORMATION a. Name, address, website and other contact details of the company indicating both registered office and corporate office; SR. No PARTICULARS DETAILS (i) REGISTERED OFFICE OF THE ISSUER  Name : THDC INDIA LIMITED  Address : BhagirathBhawan (Top Terrace), Bhagirathipuram, Tehri (Garhwal)-249201 (Uttrakhand)  Tele No : (0135), 2439309 ,2473403  Email : [email protected]  Website : www.thdc.co.in

(ii) CORPORATE OFFICE OF THE ISSUER  Name : THDC INDIA LIMITED  Address : Ganga Bhawan, Pragtipuram, By-pass Road, Rishikesh-249201 (Uttrakhand)  Tele No : (0135) 2439309,2473403  Email : [email protected]  Website : www.thdc.co.in b. Date of incorporation of the company

12thJuly, 1988 c. Business carried on by the company and its subsidiaries with the details of branches or units, if any;

Please refer page number 11of this Private Placement Offer Letter.

* Subsidiaries with the details of branches or units, if any; Not Applicable d. Brief particulars of the management of the company;

Please refer page number 18 of thisPrivate Placement Offer Letter. e. Names, addresses, DIN and occupations of the directors;

Please refer page number 21of this Private Placement Offer Letter. f. Management’s perception of risk factors;

An investment in Bonds involves a certain degree of risk. You should carefully consider all the information in this Offer Letter, including the risks and uncertainties described in this document before making an investment in the Bonds. The risk factors set forth in this document do not purport to be complete or comprehensive in terms of all the risk factors that may arise in connection with our business or any decision to purchase, own or dispose of the Bonds. Additional risks and

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

uncertainties not known to the Company or that the Company currently believes to be immaterial may also have an adverse effect on its business, prospects, results of operations and financial condition. If any of the following or any other risks actually occur, the Company’s business, prospects, results of operations and financial condition could be adversely affected and the price and value of your investment in the Bonds could decline such that you may lose all or part of your investment.

Unless otherwise stated, our financial information used in this section is derived from our Standalone Reformatted Financial Information, prepared in accordance with accounting standards generally accepted in India.

Internal Risk Factors

1. We have contingent liabilities as on 31.03.2020 that we have not provided for, which if materialize, may adversely affect our financial condition.

Our total contingent liabilities that have not been provided for as on31.03.2020, were `411113lakh. The details are as follows: (Rs in Lakhs) Sl. No. Particulars 31.03.2020

A. Capital Works 50472

B Land Compensation cases 6458

C State/Central Govt. deptt/Authorities 71348

D Others 282011

E Disputed Tax Matters 824

Total 411113

Amount deposited by the Company in different Arbitration / Court cases / 45550 Income Tax/ Trade Tax against the above

2. The construction and operation of hydroelectric projects has faced opposition from local communities and other parties, including in the form of litigation instituted against our Company and we may continue to face such opposition in the future.

The construction and operation of hydroelectric projects has faced opposition from local communities where these projects are located and from special interest groups. We have encountered opposition to the construction or operation of our projects in the past and we cannot assure you that we will not encounter such opposition in the future. Further, construction activities of the projects are sometimes stopped with effect due to agitation by various pressure groups.

In general, we are more at risk from opposition to hydroelectric projects that require the construction of storage facilities because construction of such facilities involves the inundation of surrounding land. The resettlement and rehabilitation program for Project Affected Persons (PAPs) is developed on a project by project basis and is included in our budget for each project. Significant opposition by local communities, special interest groups and other parties to the construction of our projects, including by way of litigation initiated against our Company, may adversely affect our reputation and financial condition.

In order to mitigate impact of risks, the R&R Package is framed considering needs and expectations of the concerned stakeholders. Continuous dialogue is maintained with the PAPs and local community but risk on this account shall remain.

3. The development of our projects may be subject to unexpected complexities and delays, which may cause the actual costs of developing projects to differ significantly from our estimates.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Our decision to develop a project is typically based on the results of a feasibility study, which estimates the expected project costs. However, there are a number of uncertainties inherent in the development and construction of any hydroelectric project, including but not limited to:

 Costs, delays or difficulties in the acquisition of land and associated resettlement and rehabilitation issues;  Difficulties associated with geological variations that is envisaged, based on best possible investigations and various hydrological and climatic conditions;  Delay or failure to obtain necessary environmental and other governmental clearances, including those relating to financing of our projects;  Interruptions or delays caused by project-affected persons, special interest groups or labour unions or local communities;  Poor Performance of the Contractors selected after pre-qualification process and Techno Commercial evaluation  Disruptions caused by natural disasters such as earthquakes, landslides or floods, accidents, explosions, fires, or the breakdown, failure or substandard performance of equipment due to improper installation or operation; and  Non-viability of a project or shift in the location of a project on account of techo-feasbility reasons or otherwise.

In addition, the costs, timing and complexities of project development and construction can increase because of the remote location of many of our hydroelectric project sites. Specifically, such uncertainties may cause delays, cancellations or modifications in the scope or schedule of our incomplete projects or projects included in our future plans, which may adversely affect our predicted cash flow position, revenues and earnings. Due to the possibility of cancellations or adjustments in project scope, change in construction methodology to tackle any geological variations, the projected schedule for completion cost may vary for project currently under development or a planned in future project.

4. Our Hydro Power projects typically require a long gestation period and substantial capital outlay before we realize benefits or returns on investments.

Due to the nature of our business, our hydro power projects typically require a long gestation period and substantial capital outlays before completion or before positive cash flows can be generated. The time and costs required in completing a project may escalate due to many factors. In addition, failure to complete a project development, or failure to complete a project according to its original specifications or schedule, may give rise to potential liabilities and, as a result, our returns on investments may be lower than originally expected.

5. The majority of our revenues are derived from sales of power to the state electricity entities, as per the directives of the GoI, and we cannot assure you that the state electricity entities will always be able to secure their payments on time to us.

We are obliged to supply power to State electricity entities, including their successors and unbundled entities, in accordance with the terms of the allocation letters issued by the GoI and the terms of power purchase agreements (“PPAs”) entered into with these entities and the GoI. Although security mechanisms are in place but we cannot assure recovery of payments from State Electricity Entities on time. Delay in Recovery of dues from the State electricity entities may adversely affect our financial position. Total outstanding dues from the beneficiary as on 31.03.2020 are Rs. 1868.94 Cr. Out of this, Rs. 315.78 Cr. are less than 60 days, Rs. 833.14 Cr between 60 days to 365 days , and Rs. 720.02 Cr. are more than one year. Major outstanding arefromU.P (Rs. 1380.28 Cr.), J&K (Rs. 274.65 Cr.) and Delhi (Rs. 103.02 Cr.)

6. Any future changes to CERC’s tariff regulations may adversely affect our cash flow and results of operations.

The tariff norms and regulations have been evolving and may be subject to further change. They are subject to revision by the CERC and may be revised by it during the term of the respective PPAs. Any adverse changes in tariff norms or their interpretation by the CERC, judgments of the Appellate Tribunal for Electricity or the Supreme Court, or notifications by respective state governments relating to issues that affect hydropower generation, may limit our ability to recover payments due to us or the prices that we can charge for our hydropower and may have an adverse effect on our results of operations and cash flow from operations.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

7. Our generation capacity is subject to substantial variations in water flow due to climatic conditions, which may cause significant fluctuations in our revenue and profits.

The amount of power generated by hydropower systems is dependent on available water flow. There may be significant fluctuations in our revenues and cash flows due to variations in water flow from season to season, and from year to year, depending on factors such as rainfall, snowmelt, or other seasonal or climatic conditions, and the carrying capacity of the river.

Our operating results have historically been more favorable during the monsoon season of June through September. Substantial rainfall during these months generally leads to higher generation at our power stations because a greater amount of water is available.

8. We are dependent on various contractors or specialist agencies to construct and develop our projects or to supply materials or equipment required in connection with our projects.

We rely on third party contractors for the construction and development of our projects. Accordingly, the timing and quality of construction of our projects depends on the availability and skill of these contractors. We also rely on third party suppliers to provide us with many of the materials we use, such as cement and steel. We do not have direct control over the quality of materials supplied by such suppliers. Therefore, we are exposed to risks relating to the quality and availability of such products. In addition, our contracts with third party suppliers or contractors do not generally cover indirect losses such as loss of profits or business interruption. There can be no assurance that any natural disasters, accidents or malfunctions involving our assets will not have an adverse effect on our business, prospects, financial condition and results of operations. Further, although we believe that our relationships with our contractors and suppliers are cordial, we cannot assure you that such contractors and suppliers will continue to be available at reasonable rates and in the areas in which we conduct our operations. If some of these third parties do not complete our orders satisfactorily or within the stipulated time, our reputation and financial condition may be adversely affected.

9. Significant increases in prices or shortages of building materials may increase our cost of construction.

The cost of construction of our projects is affected by the availability, cost and quality of the raw materials. Principal raw materials used in construction include cement and steel. The prices and supply of these and other raw materials depend on factors not under our control, including general economic conditions, competition, production levels, transport costs and import duties. If, for any reason, we are unable to obtain such raw materials in the quantities we need and at reasonable prices, our ability to meet our material requirements for our projects may be impaired, our construction schedules may be disrupted and our reputation and financial condition may be adversely affected.

10. 10. The risk of environmental damage may force us to restrict the scope of our projects or incur substantial compliance or restorative costs. We do take care of environment and elaborate environment management plan is prepared and implemented. Certain environmental organizations have expressed opposition to hydropower stations based on the allegation that they cause loss of habitat for, or destruction of, marine life and have adverse affects on waterways. In addition, dams create large reservoirs over what used to be dry land, which may also result in destruction of wildlife habitats, the need for resettlement of resident populations or urban centers, increased sediment in rivers and the production of methane from submerged forests. Due to these factors, environmental regulators may impose restrictions on our operations that would limit our ability to generate revenues. We may also subject to significant financial penalties for any environmental damage caused. Financial losses and liabilities as a result of increased compliance costs or due to environmental damage may affect our reputation and financial condition. Many a times, the complete area where hydro power project is being constructed is declared and Eco Sensitive Zone and all construction activities are being stopped in between which may lead to huge financial losses.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

11. We have no history of constructing or operating thermal power projects and solar power projects, so it is difficult to estimate the future performance of our new business ventures.

We are also prospecting for Thermal Power Project in the state of Uttar Pradesh where 1320 MW Thermal Power Project in Khurja, Bulandshahar is being implemented by us. As a part of new initiatives, THDCIL has diversified in the field of renewable energy projects by entering into fields of wind as well as solar energy projects. THDCIL has commissioned 50 MW Wind Power Project in Patan, Gujarat and 63 MW Wind Power Project in DevbhumiDwarka, Gujarat. A 50 MW Solar Power Project in Karasargod, Kerala is under process of Award. For 1320 MW Khurja STPP, THDCIL is developing Amelia Coal Mine in Madhya Pradesh which is also first venture of THDCIL in the field of mining.

The success of any thermal, solar or wind power operations undertaken by us would depend on, among other things, our continued ability to source fuel at competitive prices, transport disruptions and other events that could impair the ability of our suppliers to deliver fuel, equipments and raw materials, water shortages, transmission costs involved in transmitting power to the purchaser, compliance with applicable environmental laws, and any opposition from special interest groups or local communities where power plants are located.

12.We currently engage in foreign currency borrowing and are likely to continue to do so in the future, which will expose us to fluctuations in foreign exchange rates, which may adversely affect our financial condition.

We may continue to borrow foreign currency in the future, which will further expose us to fluctuations in foreign currency rates. Volatility in foreign exchange rates may adversely affect our business and financial performance.

12. Our business may be adversely affected by future regulatory changes.

We are subject to the corporate taxation and other laws in effect in India which require continued monitoring and compliances. The introduction of additional government control or newly implemented laws and regulations governing the electricity sector or power generation may result in a material adverse effect on our business, results of operations and financial condition and our future expansion plans in India. In particular, decisions taken by regulators concerning economic policies or goals that are inconsistent with our interests, could adversely affect our results of operations. While we will take adequate measures, we cannot assure you that we will be able to timely adapt to new laws, regulations or policies that may come into effect from time to time with respect to the electricity sector or power generation specifically and regulatory regime in general. These laws and regulations and the way in which they are implemented and enforced may change from time to time and there can be no assurance that future legislative or regulatory changes will not have an adverse effect on our business, results of operations and financial condition.

EXTERNAL RISK FACTORS

1. A slowdown in economic growth in India could cause our business to be adversely affected. Our results of operations are significantly affected by factors influencing the Indian economy and the global economy in general. Any slowdown in economic growth in India could adversely affect us, including our ability to grow our project portfolio and our ability to implement our strategy. Any such slowdown could adversely affect our business, prospects, results of operations and financial condition. 2. Political instability or changes in GoI policies could adversely affect economic conditions in India generally, and consequently, our business in particular. We are incorporated in India, derive our revenues from operations in India and all of our assets are located in India. Consequently, our performance may be affected by interest rates, government policies, taxation, social and ethnic instability and other political and economic developments affecting India.

GoI has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. Since 1991, successive governments have pursued policies of economic and power sector liberalization and deregulation and encouraged infrastructure projects. The present government has announced its general intention to continue India’s

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

current economic liberalization and deregulation policies. However, the rate of economic liberalization could change and there can be no assurance that such policies will be continued. A significant change in GoI’s policies in the future, particularly in respect of the banking and finance industry and the infrastructure sector, could affect business and economic conditions in India. This could also adversely affect our business, prospects, results of operations and financial condition.

3. Any down grading of India's sovereign rating by a credit rating agency could have a negative impact on our business, financial condition and results of operations. Any adverse revisions to India's sovereign credit ratings for domestic and international debt by credit rating agencies may adversely impact the interest rates and other commercial terms at which such financing is available to us. Consequently, if India's sovereign credit rating downgrades, we may not be able to raise loans at competitive rates and, accordingly, we may not be able to maintain the profitability or growth of our business. Accordingly, any adverse revisions to our credit rating or the India's sovereign credit rating could have a material adverse effect on our business, financial condition and results of operations, our ability to obtain financing for lending operations.

RISKS RELATING TO THE BONDS

1. There has been only a limited trading in the bonds and it may not be available on sustained basis in the future and the price of the Bonds may be volatile.

Although the Bonds are proposed to be listed on BSE &NSE, there can be no assurance that a public market for these Bonds would be available on a sustained basis. The liquidity and market prices of the Bonds can be expected to vary with changes in market and economic conditions, our financial condition and prospects and other factors that generally influence market price of Bonds. Such fluctuations may significantly affect the liquidity and market price of the Bonds, which may trade at a discount to the price at which the Bonds are issued.

2. There is no guarantee that the Bonds issued pursuant to the Issue will be listed on BSE /NSEin a timely manner.

In accordance with Indian law and practice, permissions for listing and trading of the Bonds issued pursuant to this Issue will not be granted until after the Bonds have been issued and allotted. Approval for listing and trading will require all relevant documents authorising the issuing of Bonds to be submitted. There could be a failure or delay in listing the Bonds on the Stock Exchange.

3. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or the interest accrued thereon in connection with the Bonds.

Our ability to pay interest accrued on the Bonds and/or the principal amount outstanding from time to time in connection therewith would be subject to various factors, including our financial condition, profitability and the general economic conditions in India and in the global financial markets. We cannot assure you that we would be able to repay the principal amount outstanding from time to time on the Bonds and/or the interest accrued thereon in a timely manner, or at all. Although the Company has undertaken to create appropriate security in favor of the Bond Trustee to the Issue for the Bondholders on the assets adequate to ensure 100% asset cover for the Bonds, the realizable value of the secured assets may be lower than the outstanding principal and/or interest accrued thereon in connection with the Bonds

4. A debenture redemption reserve will be created, up to an extent of10% for the Bonds and in the event of default in excess of such reserve, Bondholders may find it difficult to enforce their interests.

The Company shall create Debenture Redemption Reserve (DRR) out of its profits and transfer to DRR suitable amounts in accordance with relevant provisions of the Companies Act, 2013 or other guidelines issued from time to time and in force during the currency of the Bonds. to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

5. Any downgrading in credit rating of our Bonds may affect the trading price of our Bonds. Set forth below is an illustration for guidance in respect of the day count convention and effect of holidays on payments. Investors should note that this example is solely for illustrative purposes. We have not considered the effect of public holidays as it is difficult to ascertain for future dates. Company THDC INDIA LTD Tenure 10 YEARS Face Value (per security) RS. 10 LAC PER BOND Deemed Date of Allotment July 24, 2020 Redemption July 24, 2030 Coupon Rate 7.19 % p.a. Frequency of the interest Annually on July 24, of each year till maturity of payment with specified dates Bonds Actual/Actual Coupon shall be computed on an “actual/actual Day count Convention basis”. Where the coupon period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis

Cash Flows Coupon Payment Actual Dates Revised Dates No. of Amount per days Bond payable (in Rs.) 1st year Saturday, July 24, 2021 Monday, July 26, 2021 365 71900 2nd Sunday, July 24, 2022 Monday, July 25, 2022 365 71900 3rd Monday, July 24, 2023 Monday, July 24, 2023 365 71900 4th Wednesday, July 24, 2024 Wednesday, July 24, 2024 366 71900 5th Thursday, July 24, 2025 Thursday, July 24, 2025 365 71900 6th Friday, July 24, 2026 Friday, July 24, 2026 365 71900 7th Saturday, July 24, 2027 Monday, July 26, 2027 365 71900 8th Monday, July 24, 2028 Monday, July 24, 2028 366 71900 9th Tuesday, July 24, 2029 Tuesday, July 24, 2029 365 71900 10th Wednesday, July 24, 2030 Wednesday, July 24, 2030 365 71900 Redemption Date Wednesday, July 24, 2030 Wednesday, July 24, 2030 1000000

Assumptions and Notes:

1. The aggregate coupon payable to each Bondholder shall be rounded off to the nearest rupee as per the Fixed Income Money Market and Derivatives Association handbook on market practices.

3. For the purposes of the above illustration, as per notification dated 20 August 2015, only such dates that fall on second and fourth Saturday of every month have been considered as non-business day. Further, Sundays, have also been considered as non-Business Days.

The Bonds proposed to be issued have been rated “AA”with stable by M/s ICRA Ltd. & “AA”with stable outlook by CARE Rating Ltd. We cannot guarantee that this rating will not be downgraded. These ratings may be suspended, withdrawn or revised at any time. Any revision or downgrading in the credit rating may lower the trading price of the Bonds and may also affect our ability to raise further debt.

6. Payments made on the Bonds will be subordinated to certain tax and other liabilities preferred by law.

The Bonds will be subordinated to certain liabilities preferred by law such as to claims of GoI on account of taxes, and

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

certain liabilities incurred in the ordinary course of our transactions. In particular, in the event of bankruptcy, liquidation or winding-up, our assets will be available to pay obligations on the Bonds only after all of those liabilities that rank senior to these Bonds have been paid.

7. The market value of your investment may fluctuate due to the volatility of the Indian securities market.

Indian stock exchanges (including the NSE) have experienced temporary exchange closures, broker defaults, settlement delays and strikes by brokers. If such or similar problems were to re-occur, this may have effect on the market price and liquidity of the securities of Indian companies, including the Bonds. g. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of – i) statutory dues: Company has not defaulted for payment of any statutory dues ii) debentures and interest thereon: Company has met all liabilities for payment of Principal and interest within due dates. There is no default since incorporation of THDCIL. iii) deposits and interest thereon: Company has no deposit scheme. iv) Loan from any bank or financial institution and interest thereon. There is no default. Company has paid all Principal and interest payment within due dates.

h. Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process;

Name : Ms. Rashmi Sharma Address : THDC INDIA LTD, BYE PASS ROAD, PRAGATIPURAM, RISHIKESH-249201 Tele No : 0135- 2439309, +918266098898 Fax No 0135-2439442 Email : [email protected] Website : www.thdc.co.in

2. PARTICULARS OF THE OFFER a. Date of passing of board resolution;

The present placement of Bonds is being made pursuant to the resolution passed by the Board of Directors of the company at its202ndmeeting held on27.09.2019 b. Date of passing of resolution in the General meeting, authorizing the offer of securities: 27.09.2019 c. Kinds of securities offered (i.e. whether share or debenture) and class of security;

PRIVATE PLACEMENT OF SECURED REDEEMABLE, NON-CONVERTIBLE, NON-CUMULATIVE, TAXABLE BONDS (Series III) IN THE NATURE OF DEBENTURES OF THE FACE VALUE RS. 10.00 LAC EACH FOR CASH AT PAR WORTH AGGREGATING TO RS. 800 CRORE d. Price at which the security is being offered including the premium, if any, along with justification of the price;

Face Value Each Bond shall have Face Value of Rs. 10 Lakh each Price at which Discount Nil the security is Premium Nil being offered Total (Justification) Each Bond shall have Face Value of Rs. 10 Lakh e. Name and address of the valuer who performed valuation of the security offered; M/s J. Aggarwal& Associates , KushalanandSemwal House, ShailVihar, Near Tehsil, Rishikesh. f. Amount which the company intends to raise by way of securities;

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Rs 800 Crore. g. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment;

Please refer page number 40 of this Private Placement Offer Letter. h. Proposed time schedule for which the offer letter is valid; As per issue schedule mentioned in Term sheet of this Private Placement Offer Letter.

Please refer page number 2 of this Private Placement Offer Letter. i. Purposes and objects of the offer;

Please refer page number40of this Private Placement Offer Letter. j. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects: NIL k. Principle terms of assets charged as security, if applicable:

The Bonds will be secured by a paripassu first charge on the existing and future movable assets of Koteshwar Hydro Power Plant and Wind Power Plant – Patan&Dwarka .. The security will be created within the time stipulated as per the relevant statutory provisions.The Company shall at all times maintain a minimum security over of 1.0 time of the Bonds proposed to be issued and interest accrued thereon. The Company reserves the right to create further charge on such asset cover for its present and future financial requirements or otherwise, without any prior consent of the Bondholders, or as provided for under the Bond Trust Deed, provided that minimum asset cover of one time is maintained.

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. i. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. Not Applicable

ii. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed. Not Applicable iii. Remuneration of directors (during the current Financial Year uptoJune 2020 and last three financial years):- a) A THDCIL, being a Government Company, the appointment, tenure and remuneration of Directors is decided by the President of India. Remuneration paid to Chairman and Managing Director and Fundamental Directors during the year ending 31st March 2020(F.Y 2019-20) was as per terms and condition of the appointment. Independent Directors are paid only sitting fees for Board /Committee meeting attended {rate fixed by the Board within the ceiling fixed for payment of sitting fees without Government approval under the Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Section 197 of the Companies Act, 2013} and in accordance with the Government Guidelines for attending the Board Meeting as well as committee meeting.

2020-21 The Remuneration paid to Whole time Directors during the year 2020-21(upto June 2020) is as under:

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

S No. Employee Name Designation *Salary (in Benefits Performanc Total Rs. ) e linked (in Rs) incentive 1 Shri D.V. Singh 2620214 C&MD 1970656 649558 2 ShriJ.Behera (w.e.f 16.08.2019) 1329103 Director (F) 956460 372643 3 Shri R.K. Vishnoi (W.e.f.01.09.2019) 1494536 Director (T) 1036800 457736 4 Shri Vijay Goel 2407937 Director (P) 1915019 492918 * 1) It includes Other allowances which includes Special Allowances, Perks and allowances, Per. Pay (Adjustment), family planning pay, Leave encashment, Leave Encashment arrear and after allowing Section 10 benefits of income tax and does not include Medical Reimbursement.

*2) Perks tax recovery 50% is reduced from Other allowance.

The Government nominee Directors on the THDCIL’s Board does not draw any remuneration/sitting fee for attending Board/ Committee meetings from the Company. The Independent Directors were paid sitting fee of Rs 20,000/- per meeting for attending Board /Committee Meetings.

Details of Payment made towards sitting fee to Independent Directors during the year 2020-21 (upto June 2020) are given as :NIL

2019-20 The Remuneration paid to Whole time Directors during the year 2019-20 is as under:

S No. Employee Name Designation *Salary (in Benefits Performance Total Rs. ) linked incentive

1 Shri D.V. Singh 6970461 C&MD 4230140 2740321 2 ShriJ.Behera 7859539 Director (Finance) 6276596 1582943 3 Shri R.K. Vishnoi 7233312 Director (Technical) 5256641 1976671 4 Shri H.L. Arora Ex-Director 2662484 (Technical) 2361339 301145 5 Shri Vijay Goel 8802583 Director (Personnel) 6356246 2446337

Note: * 1) It includes Other allowances which includes Special Allowances, Perks and allowances, Per. Pay (Adjustment), family planning pay, Leave encashment, Leave Encashment arrear and after allowing Section 10 benefits of income tax and does not include Medical Reimbursement.

*2) Perks tax recovery 50% is reduced from Other allowance.

Details of Payment made towards sitting fee to Independent Directors during the year 2019-20 are given below:

Sitting Fees (in Rupees) Board Audit CSR &Sustainability Total Remuneration Meetings Committ Development Committee ( in Rs ) Committee ee Meetings Name of Independent Meetings Meetings Directors

ShriBachi Singh Rawat 100000 80000 60000 20000 260000 Shri Mohan Singh Rawat 100000 80000 NIL 40000 220000 Prof. Maharaj K. Pandit 100000 80000 60000 NIL 240000

2018-19

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

The Remuneration paid to Whole time Directors during the year 2018-19 is as under: (In Rs.) S No. Employee Name Designation *Salary (in Rs. ) Benefits Performance Total linked incentive 1 Shri D.V. Singh Chairman & 4656569 - 3347855 8004424 Managing Director

2 Shri Sridhar Patra Ex- Director 2431503 - 550349 2981852 (upto 31.08.2018) (Finance)

3 Shri H.L. Arora Director (Technical) 6643752 - 1414980 8058732

4 Shri Vijay Goel Director 4481674 - 1152369 5634043 (Personnel)

*2) Perks tax recovery 50% is reduced from Other allowance.

Details of Payment made towards sitting fee to Independent Directors during the year 2018-19 are given below: (In Rs.) Name of Non-official part time Sitting Fees Total Directors Board Meeting Committee of Board of Director’s meeting

ShriBachi Singh Rawat 100000 160000 260000 Shri Mohan Singh Rawat 120000 100000 220000 Prof. Maharaj K. Pandit 120000 120000 240000

2017-18 The Remuneration paid to Whole time Directors during the year 2017-18 is as under: (In Rs.)

S No. Employee Name Designation *Salary Benefit Performance Total linked incentive 1 Sh. D.V.Singh Chairman & 3165260 - 933935 4099195 Managing Director 2 Sh. S.K. Biswas Ex Director 3627835 - 891892 4519727 (Personnel) 3 Sh. Vijay Goel Director 3740199 - 300959 4041158 (Personnel) 4 Sh. H.L. Arora Director 3686074 - 307902 3993976 (Technical) 5 Sh. Sridhar patra Director 2755922 - 874620 3630542 (Finance)

Note:* 1) It includes Other allowances which includes Special Allowances, Perks and allowances, Per. Pay (Adjustment), family planning pay, Leave encashment, Leave Encashment arrear and after allowing Section 10 benefits of income tax and does not include Medical Reimbursement.

*2) Perks tax recovery 50% is reduced from Other allowance.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Board /Committee Meetings (In Rs. )

Name of Non-official Sitting Fees Total part time Directors Board Meeting Committee of Board of Director’s meeting

ShriBachi Singh Rawat 140000 160000 300000 Shri Mohan Singh Rawat 100000 100000 200000 Prof. Maharaj K. Pandit 140000 120000 260000 iv. Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided:

(FY 2019-20) 1. Disclosures under Ind AS-24 “Related Party Disclosures”:- (A) List of Related Parties: (i) Parent: Name of Companies/entity Principle place of operation NTPC Limited India Govt. of Uttar Pradesh India (ii) Joint Ventures : Nil

(iii) Functional Directors & Key Managerial Personnel:

Sl. Name Position held Period 1 Shri D.V.Singh Chairman & Managing Director Continue 2 Shri. H.L.Arora Director (Technical) Upto 31.08.2019 3 Shri Vijay Goel Director (Personnel) Continue 4 Shri J.Behera Director (Finance) W.e.f.16.08.2019 5 Shri. R.K.Vishnoi Director (Technical) W.e.f.01.09.2019 6 Ms. Rashmi Sharma Company Secretary Continue

(iv) Post Employment Benefit Plans: Name of Related Parties Principal place of operation THDC Employees Provident Fund Trust India THDCIL Employees Defined Contribution Superannuation India Pension Trust THDCIL Post Retirement Medical Facility Fund Trust India (v) Others SEWA-THDC, a Company Sponsored Not for Proft Society, registered under Socities Act 1860, to undertake THDCIL’s CSR obligation U/s 135 of Companies Act 2013. Summary of transactions with related parties (other than for contractual obligations) - Rs 2148 Lakh disbursed to SEWA-THDC for CSR activities. (vi) Others entities with joint control or significant influence over the Company. The Company is a subsidiary of Central Public Sector Undertaking (CPSU) w.e.f. 27.03.2020 controlled by Central Government by holding majority of shares. Pursuant to Paragraph 25 & 26 of Ind AS 24, entities over which the same government has control or joint control of, or significant influence, then the reporting entity and other entities shall be regarded as related parties. The Company has applied the exemption available for government related entities and have made limited disclosures in the financial statements. Name and nature of relationship with Government

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Sl. Name of Related Parties Nature of Relationship 1. Government of India Shareholder in Holding Company having control over company 2. NTPC Limited Holding Company (74.496%) 3. Govt. of Uttar Pradesh Shareholder (25.504%) (i) Transactions with related parties are as follows: (Rs in Lakh) Nature of Transactions by the Company Name of the Company 31.03.2020 31.03.2019 NTPC Consultancy Service 1371 285 BHEL Purchase of Equipments & Spares 8099 335

IOCL Purchase of Fuel 232 280 BPCL Purchase of Fuel 58 62 PGCIL Power Line Diversion 32 1996 CMPDIL Consultancy 163 11 Utility Powertech Ltd. JV of NTPC & Manpower Supply 52 37 Reliance BEML Purchase of Spares 0.00 73 Others Consultancy, Software etc. 90 26

(ii) Compensation to Functional Directors & Key Managerial Personnel: Remuneration and allowances, other benefits and expenses to key managerial personnel including Independent director’s fees & expenses are Rs 429 Lakh.(PY Rs 365 Lakhs) (Rs in Lakh)

SL No. Description Year ended 31.03.2020 Year ended 31.03.2020

1 Short Term Employess benefits 372 330

2 Post Retirement & other long Term employees Benefits 57 35

Total 429 365

(iii) Outstanding balances with related parties are as follows:

SL No. Description Year ended 31.03.2020 and 31.03.2019

1 Amount Recoverable for sale/ purchase of goods & services from NTPC NIL

(iv) Terms and conditions of transactions with the related parties: (a) Transactions with the related parties are made on normal commercial terms and condition and at market rates. (b) The company has assigned consultancy jobs to parent company prior to strategic sale of GoI Equity to M/s NTPC Ltd. on 27.03.2020, for Khurja Super Thermal Power Project on cot plus basis after mutual discussion and after taking into account the prevailing market condition.

(FY 2018-19) ‘Related Party Disclosures’ as required by Ind AS-24 is given as under: a) List of Related Parties: i) Key Managerial Personnel:

1. ShriD.V.Singh Chairman & Managing Director 2. Shri. Sridhar Patra* Director (Finance) 3. Shri. H.L.Arora Director (Technical)

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

4. Shri Vijay Goel Director (Personnel) 5. ShriJ.Behera** Director (Finance) 6. Ms.Rashmi Sharma Company Secretary (* ) up to 31.08.2018 (**) W.e.f.16.08.2019 ii) Others SEWA-THDC, a Company Sponsored Not for ProftSociety , registered under Socities Act 1860, to undertake THDCIL’s CSR obligation U/s 135 of Companies Act 2013. b) Summary of transactions with related parties (other than for contractual obligations) Rs 1735Lakh disbursed to SEWA-THDC for CSR activities c) Remuneration and allowances, other benefits and expenses to key managerial personnel including Independent director’s fees & expenses are Rs365 Lakh.(PY Rs 177 Lakhs) d) Joint Venture companies - Nil.

(FY 2017-2018)

RELATED PARTY DISCLOSURES: a. List of Related Parties: - Key Management Personnel

1. Shri D.V. Singh Chairman and Managing Director 2. Shri S. K. Biswas* Ex Director (Personnel) 3. Shri Sridhar Patra Director (Finance) 4. Shri H. L. Arora** Director (Technical) 5. Shri Vijay Goel*** Director(Personnel) 6. Ms.RashmiSharmaCompany Secretary (*) upto 31.01.2018 (**) w.e.f 22.12.2017 (***) w.e.f 26.03.2018 SEWA-THDC, a Company Sponsored Not for ProftSociety , registered under Socities Act 1860, to undertake THDCIL’s CSR obligation U/s 135 of Companies Act 2013. b. Summary of transactions with related parties (other than for contractual obligations) – Rs1620 Lakh disbursed to SEWA-THDC for CSR activities. c.Remuneration and allowances,contribution to provident fund,other benefits and expenses to whole time Directors including Chairman&Managing Director and Independent director’s fee& expenses are Rs167 Lakh (PYRs246 Lakh) d. Joint Venture companies -NIL

v. Summary of reservations orqualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark:

Nil vi. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries:

Nil vii. Details of acts of materialfrauds committed against the company in the last three years, if any, and if so, the action taken by the company:

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Nil

4. FINANCIAL POSITION OF THE COMPANY

the capital structure of the company in the following manner in a tabular form-

(i) (a) the authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value);

Particulars Number of Securities Description Aggregate Nominal Value (Rs. in Crore) Authorised Capital 40000000 Equity 4000.00 Issued, Subscribed and 36658817 Equity 3665.88 Paid-up share Capital

(b) Size of the present offer; Rs 800 Crore.

A) After the offer: Since the said offer pertains to Non-Convertible Taxable Bonds, it will not have any impact on issued share capital of the company B) After conversion of convertible instruments (if applicable): Not Applicable

(d) share premium account (before and after the offer):Not Applicable

(ii) The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration.

Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case;

Please refer page number 18of this Private Placement Offer Letter.

(b) Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter;

2019-20 (2018- (2017-18) 19) (Restated Details (Rs. In Cr) ) (Rs.in Cr) (Rs. In Cr) 989.29 1417.35 910.89 PBT and Net movement in regulatory Deferral Account 903.43 1185.88 778.74 PAT (Total comprehensive income)

(c) Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years - Year *Dividend(Rs in cr) Interest Coverage Ratio FY 2019-20 126.00 2.91 F.Y. 2018-19 423.12 4.55

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

F.Y 2017-18 335.21 3.15 Note:* Dividend has been shown on payment basis. (d) A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter:-

Balance Sheet as on - (Rs in Lakhs) Particulars As at 31-Mar-2020 As at 31-Mar-2019 As at 31-Mar 2018 (Restated) ASSETS

Non-Current Assets

(a) Property, Plant and Equipment 6,59,199 6,83,014 7,32,768

(b) Capital work-in- progress 4,98,980 4,54,434 3,94,994

(d) Right of Use Assets 38,071 0 0

(e) Intangible Assets under Development 0 0 33

(f) Financial Assets

Loans & Advances 3,890 4,079 4,483

Other Non- Current Financial Assets 1,582 6,065

(g) Deferred Tax Assets (Net) 93,971 89,104 76,219

(h) Non Current Tax Assets Net 2,455 6,785 0

(i) Other Non-Current Assets 1,58,289 1,20,942 69,965

Current Assets

(a) Inventories 3,242 3,060 3,000

(b) Financial Assets

(i) Trade Receivables 1,86,894 1,58,373 1,30,726

(ii) Cash and Cash Equivalents 2,520 4,577 6,102

(iii) Bank Balances other than (ii) above 58 676 37

(iv)Loans & Advances 50935 5292 4,578

(vi) Others 25,706 2,66,113 11,755 1,80,673 167 1,41,610

(d) Other Current Assets 5,973 4,562 5,983

Regulatory Deferral Account Debit Balance 18,622 8,781 0

Total 17,54,862 15,57,783 14,39,717

EQUITY AND LIABILITIES

Equity

(a) Equity Share Capital 3,66,588 3,65,488 3,62,743

(b) Other Equity 5,86,659 9,53,247 5,11,906 8,77,394 4,88,384 8,51,127

Non-Current Liabilities

(a) Financial Liabilities

(i) Borrowings 3,95,696 2,65,201 2,41,530

(ii) Non current Financial Liabilities 2,538 3,98,234 1,794 2,66,995 2,200 2,43,730

(b) Other Non Current Liabilities 84,077 91,240 98,191

Current Liabilities

(a) Financial Liabilities

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

(i) Borrowings 1,11,506 1,21,840 64,663

(ii) Trade Payables-

(b) Other Current Liabilites 7,546 3,857 4,429

(d) Current Tax Liabilities (Net) 0 4,494 0

Regulatory Deferral Account Credit Balance 61,863 56,997 0

TOTAL 17,54,862 15,57,783 14,39,717

(e) Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter; Cash Flow Statement of THDC India Ltd.for the FY - (Rs in Lakhs) Particular For the year ended For the year ended For the year ended 31st March 2020 31st March 31st March 2018 2019(Restated) A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax 98929 141735 91643

Adjustment for : Depreciation 57610 55500 57452 Depreciation- Irrigation Component 6374 6915 6822 Provisions 0.00 4985 0.00 Finance cost 24034 19954 22787 Other Comprehensive Income (1247) (299) 563 Prior Period Adjustments through SOCIE - - 317 Exceptional Items - - (554) Net movement in Regulatory Deferal Account Balance (4106) (1239) - Tax on Net Movement in Regulatory Deferal Account Balance (869) 81796 (1616) 84200 - 87387 Cash Flow from Operating profit activities before Working 180725 225935 179030 Capital Changes Adjustment for : Inventories (182) (121) 264 Trade Receivables (including unbilled Revenue) (42472) (39402) 42502 Other Assets (47159) 948 655 Loans and Advances (Current + Non Current) 890 (4459) (1002) Trade Payable and Liabilities (4697) 5126 (15973) Provisions ( Current+ Non-Current) (4744) (4326) 6785 Net Movement in Regulatory Deferal Account Balance 4106 (94258) 1239 (40995) 0.00 33231 Cash Flow from Operative Activities Before Taxes 86467 184940 212261 Corporate Tax (16312) (30659) (19056) Net Cash from operations (A) 70155 154281 193205 B. CASH FLOW FROM INVESTING ACTIVITIES Change in: -

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Property, Plant & Equipment and CWIP (122721) (71486) (107886) Capital Advances (37386) (49520) 21944 Net cash Flow from Investing Activities (B) (160107) (121006) (85942)

2. Any change in accounting policies during the current year unaudited and last three audited years and their effect on the profits and the reserves of the company

Impact of changes in Significant Accounting Policy during 2019-20 –

Sl. Policy Modifications Impact / Remark No. 1. In Accounting Policy No. 7.1 has been aligned Finance cost on account of FERV of construction project with parent company and modified as under: of Rs 1280 lakh has been transferred from CWIP to Regulatory Deferral Account Balance through Profit and The Company has continued with the exemption Loss Account. available under Ind AS 101, First time adoption of Ind AS with regard to continuation of policy for accounting of exchange differences arising from translation of long-term foreign currency monetary liabilities. Accordingly, exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit and loss in the year in which it arises with the exception that exchange differences on long term monetary items related to acquisition of property, plant and equipment recognized up to 31 March 2016 are adjusted to the carrying cost of PPE.

2. In Accounting Policy No. 19.8 relating to Depreciation has been increased in by Rs 43 lakh amortization of computer software the word five Corresponding decrease in WDV of intangible asset years has been replaced with three years to align software. the policy with parent company NTPC.

3. In Accounting Policy No. 21 relating to lease has Lease hold land is replaced with Right to use and been introduced to comply with Ind AS 116 additional asset under Right to use amounting to Rs relating to lease accounting 35176 lakh has been booked with corresponding liabilities. Amortized amount on these additional assets is Rs 614 lakh against annual rental of Rs 2861 lakh which would have been booked to expense as per earlier provisions.

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

4. Accounting Policy No. 22.2.3 IInd Para relating to Increase in Regulatory Deferral Account by Rs50684 Deferred Tax has been modified as under: lakh & corresponding decrease in Other Equity (Reserve & surplus) The deferred tax for the current period to the extent it forms part of current tax in the future year and affects the computation of return on equity (ROE), a element of tariff computation as per CERC Regulation is debited / credited to regulatory deferral account balance. 5. New Accounting Policies / certain changes in No financial impact due to these changes. existing Accenting Policy have been made in Policies No. 1.1, 1.2, 1.3, 3.3, 3.4, 3.7, 4.2, 4.7, 5.1, 10, 13.1, 15.8, 15.11, 17.2, 18.1, 18.2, 19.2, 19.7, 22.1, 22.2.4, 26, 27.1 & 28.1have been made and Policy No. 4.2 of 2018-19 has been deleted to align the policies with parent company and improved disclosure.

Changes in Accounting Policies during 2018-2019

Sl. No. POLICY/MODIFICATIONS IMPACT

1 Modification in accounting policy no. 1 relating to No financial impact. Modification has been done for “General”. The words “and subsequent better understanding. amendments thereto” have been inserted.

2 New policy under “13 Revenue Recognition and No financial impact. Policy has been added due to Other Income” has been added as below: implementation of Ind As 115. 13.1 Under Ind AS 115, revenue is recognized when the entity satisfies a performance obligation by transferring promised goods or services to a customer. An asset is transferred when control is transferred that is either over time or at a point in time. The company recognizes revenue in respect of amounts to which it has a right to invoice.

3 Policy under “14.2 Expenditure ” has been Regulatory Deferral Balances Account for the FY 2016- modified w.r.t. prior period items as below: 17 & 2017-18 amounting to Rs4060.18 Lakh recognized Material prior period errors are corrected in current year. retrospectively by restating the comparative amounts for the prior periods presented in which the error occurred. If the error occurred before the earliest period presented, the opening balances of assets, liabilities and equity for the earliest period presented, are restated.

4 Policy under “22 Rate Regulated Activities – No financial impact. For better clarity and in line with Regulatory Deferral Account Balances” replaced other Power PSUs. with followings: 22.1 Expense/Income recognized in the statement of Profit and Loss to the extent recoverable from or payable to the beneficiaries in subsequent periods as per CERC Tariff regulations are recognized as “Regulatory Deferral Account Balances”. 22.2 These Regulatory Deferral Account Balances are adjusted from the year in which the same become recoverable from or payable to the beneficiaries. 22.3 Regulatory Deferral Account Balances are evaluated at each balance sheet date to ensure that the underlying activities meet the recognition criteria and it is probable that future economic benefits associated with such balances will flow to the entity. If these criteria are not

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

met, the Regulatory Deferral Account Balances are derecognized.

5 New Policy has been added as under: No financial impact. Modification has been done for 25. Miscellaneous better understanding. 25.1 Each material class of similar items is presented separately in the financial statements. Items of a dissimilar nature or function are presented separately unless they are immaterial.

Changes in Accounting Policies/accounting practices during 2017-2018

S.NO. Modification Existing Accounting Policies 2016- Modified Accounting Policies 2017-18 17 1. Modification in accounting policy The accompanying financial The accompanying financial statements no. 1 relating to “General”. The statements have been prepared in have been prepared in conformity with the words “Ind AS have been made conformity with the statutory statutory provisions of the Companies Act, mandatory w.e.f 01st April 2016 provisions of the Companies Act, 2013, provisions of Electricity Act 2013, for certain prescribed 2013, provisions of Electricity Act applicable CERC Regulations and the companies” have been replaced 2013, applicable CERC Statements, Standards and Guidance with “w.e.f. 01st April 2016”. Regulations and the Statements, Notes issued by the Institute of Chartered Standards and Guidance Notes Accountants of India from time to time. issued by the Institute of Financial Statements of THDCIL have been Chartered Accountants of India prepared in compliance with the Ind AS from time to time. Ind AS have w.e.f. 01st April 2016. been made mandatory w.e.f 01st April 2016 for certain prescribed companies. Financial Statements of THDCIL have been prepared in compliance with the Ind AS.

2 Modification in accounting policy An item of property, plant and An item of property, plant and equipment no. 3.5 relating to Property Plant equipment is derecognised upon is derecognized upon disposal or when no & Equipment. The words disposal or when no future future economic benefits are expected from “(calculated as the difference economic benefits are expected its use or disposal. Any gain or loss arising between the net disposal from its use or disposal. Any gain on de-recognition of the asset (calculated proceeds and the carrying or loss arising on de-recognition of as the difference between the net disposal amount of the asset)” has been the asset is included in the proceeds and the carrying amount of the added. Statement of Profit and Loss for the asset) is included in the Statement of year in which the asset is Profit and Loss for the year in which the derecognised. asset is derecognized.

3 Modification in accounting policy Cost incurred towards lease Cost incurred towards lease amount and no. 4.3 relating to Capital work amount and rent on lease hold rent on lease hold land and compensation in progress. The words “Land land and compensation for land for land and properties etc. used for unclassified” have been replaced and properties etc. used for submergence and other purposes (such as with “Land under submergence submergence and other purposes re-settlement of oustees, construction of “. (such as re-settlement of oustees, new Township, afforestation, expenses on construction of new Township, maintenance and other facilities in there- afforestation, expenses on settlement colonies until takeover of the maintenance and other facilities in same by the local authorities etc.) and there-settlement colonies until where construction of such alternative takeover of the same by the local facilities is a specific pre-condition for the authorities etc.) and where acquisition of the land for the purpose of construction of such alternative the project, is carried forward in the facilities is a specific pre-condition Capital Work in Progress ( Rehabilitation). for the acquisition of the land for The said asset is capitalized as Land the purpose of the project, is under submergence from the date of carried forward in the Capital Work commercial operation. in Progress ( Rehabilitation). The said asset is capitalized as Land unclassified from the date of commercial operation.

4 Modification in accounting policy Initial recognition and Initial recognition and measurement:-All no. 8.4 relating to Financial measurement:-All financial assets financial assets except trade receivables assets other than investment in except trade receivables are are recognised initially at fair value subsidiaries and joint ventures. recognised initially at fair value including the transaction costs that are The words “EIR is calculated at including the transaction costs attributable to the acquisition of the the end of every reporting that are attributable to the financial asset. Transaction costs of period” have been added. acquisition of the financial asset. financial assets carried at fair value

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

Transaction costs of financial through profit or loss are expensed in assets carried at fair value through Statement of Profit or Loss. Where profit or loss are expensed in transaction price is not the measure of fair Statement of Profit or Loss. Where value and fair value is determined using a transaction price is not the valuation method that uses data from measure of fair value and fair value observable market, the difference between is determined using a valuation transaction price and fair value is method that uses data from recognized in Statement of Profit or Loss observable market, the difference and in other cases spread over life of the between transaction price and fair financial instrument using EIR (Effective value is recognized in Statement of Interest Rate) method. EIR is calculated at Profit or Loss and in other cases the end of every reporting period. spread over life of the financial instrument using EIR (Effective Interest Rate) method. 5 Modification in accounting policy After initial recognition, financial After initial recognition, financial liabilities no. 10.4.1 relating to Financial liabilities are subsequently are subsequently measured at amortised liabilities. The words measured at amortised cost using cost using the EIR method. EIR is “EIR is calculated at the end of the EIR method. Gains and losses calculated at the end of every reporting every reporting period” have are recognised in Statement of period Gains and losses are recognised in been added. Profit or Loss when the liabilities Statement of Profit or Loss when the are derecognised as well as liabilities are derecognised as well as through the EIR amortisation through the EIR amortisation process. process.

6 Modification in accounting policy Grants-in-Aid received from the Grants-in-Aid received from the no. 11.1 relating to Government Central/State Government/ other Central/State Government/ other Grants. The words “capital authorities towards capital authorities towards capital expenditure reserve” have been replaced with expenditure inclusive of inclusive of contribution received from the “non operating deferred income contribution received from the Uttar Pradesh Govt towards irrigation under non current liability” . Uttar Pradesh Govt towards component of the project cost of Tehri irrigation component of the project H.E.P. stage-I is treated initially as non cost of Tehri H.E.P. stage-I is operating deferred income under non treated initially as capital reserve current liability and subsequently and subsequently adjusted as adjusted as income in the same proportion income in the same proportion as as the depreciation written off on the the depreciation written off on the assets acquired out of such assets acquired out of such contribution/grants-in-aid. contribution/grants-in-aid.

7 Modification in accounting policy Deferred tax assets and liabilities Deferred tax is recognised in the no. 19.2.3 relating to Income are offset when there is a legally Statement of Profit and Loss except to the Tax. The words “Deferred tax is enforceable right to offset current extent that it relates to items recognized recognised in the Statement of tax assets against current tax directly in other comprehensive income or Profit and Loss except to the liabilities, and when the deferred equity, in which case it is recognised in extent that it relates to items income tax assets and liabilities other comprehensive income or equity. recognized directly in other relate to income taxes levied by the Deferred tax assets and liabilities are comprehensive income or equity, same taxation authority on either offset when there is a legally enforceable in which case it is recognised in the taxable entity or different right to offset current tax assets against other comprehensive income or taxable entities where there is an current tax liabilities, and when the equity” have been added. intention to settle the balances on deferred income tax assets and liabilities a net basis. relate to income taxes levied by the same Deferred tax recovery adjustment taxation authority on either the taxable account is credited/ debited to the entity or different taxable entities where extent the deferred tax for the there is an intention to settle the balances current period which forms part of on a net basis. current tax in the subsequent Deferred tax recovery adjustment account periods and affects the is credited/ debited to the extent the computation of return on equity deferred tax for the current period which (ROE), a component of tariff. forms part of current tax in the subsequent periods and affects the computation of return on equity (ROE), a component of tariff.

8 New accounting policy no. 13.2 New policy Amount realized from sale of power as regarding Revenue recognition generated from Wind Power Projects has has been introduced. The policy been recognized as Revenue from is as follows: operation in compliance with Ind AS 18 “Amount realized from sale of and Assets have been recognized as owned power as generated from Wind assets of the company in compliance with Power Projects has been Ind AS 16. recognized as Revenue from operation in compliance with

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

IndAS 18 and Assets have been recognized as owned assets of the company in compliance with Ind AS 16.”

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

DECLARATION

Declaration by the Issuer

The Issuer hereby declares that theOffer Document contains full disclosure in accordance with SEBI Debt Regulations.

The Issuer also confirms that the disclosures and statements made in the Offer Document are true and correct and do not omit disclosure of any material fact which may make the statements made therein, in the light of the circumstances under which they are made, misleading and that theOffer Document also does not contain any false or misleading statement.

The Issuer further certify that the disclosures and statements made in the Offer Document are in conformity with the relevant provisions of the Companies Act, SEBI Debt Regulations and the rules made thereunder and nothing in the Offer Document is contrary to the provisions of the Companies Act, SEBI Debt Regulations, Securities and Exchange Board of India Act, 1992 and the rules, regulations, guidelines made/ issued thereunder.

The Issuer accepts no responsibility for the statements made otherwise than in theOffer Document or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.

The Issuer declares that all the relevant provisions of the relevant regulations or guidelines issued by SEBI and other applicable laws have been complied with and no statement made in theOffer Document is contrary to the provisions of the regulations or guidelines issued by SEBI and other applicable law, as the case may be.

For THDCIndiaLimited

Name:RASHMI SHARMA Designation: COMPANY SECRETARY

Date:July 22, 2020 Place: Rishikesh

Declaration by the Directors

(i) The Issuer has complied with the provisions of the Companies Act, SEBI Debt Regulations and the rules made thereunder and the guidelines issued by the Government of India and/or the regulations/guidelines/ circular issued by the RBI and SEBI; (ii) The compliance with the Companies Act and the rules made thereunder does not imply that payment of interest or repayment of Debentures is guaranteed by the Central Government; and (iii) The monies received under the offer shall be used only for the purposes and objects indicated in the Offer Document

I am authorized by the Board of Directors of the Company vide resolution dated September 27, 2019 to sign this form and declare that all the requirements of Companies Act and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. The Offer Document contains full disclosures in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended from time to time. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

For Board of Directors of the Company

Name:J.Behera Designation: Director (Finance)

Date:July 22, 2020 Place:Rishikesh

PRIVATE PLACEMENT OFFER LETTER - SERIES III: DATED [22, July 2020]

(Z) ANNEXURE(S)

ANNUAL ACCOUNTS – ANNEXURE 1

BOARD RESOLUTION – ANNEXURE 2

SHARE HOLDERS RESOLUTION – ANNEXURE 3

RATING LETTER – ANNEXURE 4

RATING RATIONALE- ANNEXURE 5

DEBENTURE TRUSTEE CONSENT LETTER – ANNEXURE 6

R&T AGENT CONSENT LETTER – ANNEXURE 7

INPRINCIPLE LETTER of BSE & NSE – ANNEXURE 8

S.N.KAPUR & ASSOC:TATES CHARTERED ACCOUNTANTS HEAD OFF: M-5 GOLE MARKET, MAHANAGAR, LUCKNOW- 226006 Phone Nos.(off) : 4016231 1 Mobile: 9839011549, 9415011673 , 9839211549

INDEPENDENT AUDITOR'S REPORT

To, The Members of THDC INDIA LIMITED

Opinion We have audited the accompanying Standalone Financial Statements of THDC India Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and a summary of significant accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aIOresaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, the profit & total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report :-

SI. Key Audit Matters Addressing the Key Audit Matters No.

1. Recognition and Measurement of Revenue for We have obtained an understanding of the CERC Sale of Energy Tariff Regulations, orders, circulars, guidelines and the Company's internal circulars and The company records revenue from sale of energy procedures in respect of recognition and as per the principles enunciated under Ind AS 1 15, measurement of revenue from sale of enema, based on tariff rates approved by the Central Electricity Regulatory Commission (CERC). comprising of capacity and energy charges and However, in cases where tariff rates are yet to be adopted the following audit procedures: approved, provisional rates are adopted - Evaluated and tested the effectiveness of the considering the applicable CERC Tariff Company's design of internal controls relating to Regulations. recognition and measurement of revenue from This is considered as key audit matter due to the sale of energy. nature and extent of estimates made as per the - Verified the accounting of revenue from sale of CERC Tariff Regulations, which leads to energy based on tariff rates approved by the recognition and measurement of revenue from sale CERC. of energy being complex and judgmental. Based on the above procedure performed, the (Refer Note No. 31 to the Financial recognitionand measurement of revenue from Statements,read with the Significant Accounting sale of energy are considered to be adequate and Policy No. 15) reasonable.

2 Contingent Liabilities We have obtained an understanding of the Company's internal instructions and procedures There are a number of litigations pending before in respect of estimation and disclosure of various forums against the Company and the contingent liabilities and adopted the following management's judgment is required for estimating audit procedures: the amount to be disclosed as contingent liability. - understood and tested the design and operating We identified this as a key audit matter because effectiveness of controls as established by the the estimates on which these amounts are based management for obtaining all relevant involve a significant degree of management information for pending litigation cases; judgment in interpreting the cases and it may be subject to management bias. - discussed with the management any material developments and latest status of legal matters; (Refer Note No. 41.2 to the Financial Statements,read with the Significant Accounting - read various correspondences and related Policy No. 14) documents pertaining to litigation cases and relevant external legal opinions obtained by the management and performed substantive procedures on calculations supporting the disclosure of contingent liabilities; - examined management's judgements and assessments whether provisions are required; - considered the management assessments of those matters that are not disclosed as the probability of material outflow is considered to be remote; - reviewed the adequacy and completeness of disclosures; Based on the above procedures performed, the estimation and disclosures of contingent liabilities are considered to be adequate and reasonable.

Emphasis of Matter We draw attention to the following matters in the Notes to the Standalone Financial Statements: a) Para 7 (i) and (ii) of Note No. 41 of the Standalone Financial Statements regarding delay in completion of VPHEP and Tehri PSP projects owing to factors beyond control of company. Further, considering the acute financial crisis of M/s HCC, Board of Directors of the Company have approved arrangement of gap funding to contractor for expeditious completion of projects with financial regulation. b) Para 5 (i) of Note No. 41 regarding 991.42 Hac land acquired for various projects is being used for project works by THDCIL. The title deed of such land is yet to be executed. c) Note 40.1(ii), Note 40.3 and Note 41.8(i) of the Standalone Financial Statement regarding the management evaluation of COVID-19 impact on the performance of the company. d) Note 41.8(ii) of the Standalone Financial Statements regarding the Share Purchase Agreemnt (SPA) which has been executed between Government of India and NTPC Ltd. on 25.03.2020. Govt. of India has accorded CCEA approval for the strategic sale of GOI Equity including nominee's shares to M/s NTPC Limited.Accordingly GOI total equity has been transferred to M/s NTPC Ltd.On 27.03.2020. Considering this THDCIL has become the subsidiary company of M/s NTPC Ltd. Further THDCIL has received an amount of Rs.1400 Lakh on 26.03.2020 as equity infusion for GOI. However, considering the above facts, the matter has been referred to GOT for decision and the amount so received from GOI has been shown under Other Current Liabilities vide Note No.27.

Our opinion is not modified in respect of these matters.

Other Matter a) The Standalone Financial Statements of the Company for the year ended 31s1 March, 2019 were audited by another auditor who expressed an unmodified opinion on those Statements on 12.09.2019. Our opinion is not modified in respect of this matter.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Corporate Governance Report, Director's Report including Annexures, Management Discussion and Analysis, Business Responsibility Report and other company related information, but does not include the Standalone Financial Statements and our Auditors Report thereon. The Other informations as stated above are expected to be made available to us after the date of this auditor's report. Our opinion on the Standalone Financial Statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When We read the 'Other Information' as stated above, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe necessary actions required as per applicable laws and regulations.

Responsibility of Management and Those Charged with Governance for the Standalone Financial Statements The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued there under. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the Standalone Financial Statements, management is responsible for assessing the Company's ability to continue as agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. the Hoard of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate Internal Financial Controls with reference to Financial Statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause the Company to cease to continue as a going concern.

& :36` \ <4. r• ed ountantsk-y • Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, andwhether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements I . As required by the Companies (Auditor's Report) Order,2016 ("the Order") issued by the Central Government of India in term of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure 'A' a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable. The Comptroller & Auditor-General of India has issued directions indicating the areas to be examined in terms of sub-section (5) of section 143 of the Companies Act 2013, the compliance of which is set out in Annexure 'B'. 3. As required by section 143(3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit. b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c) 'Fite Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income) ,Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 as amended. e) In terms of Notification No. G.S.R. 463(E) dated 05`11 June, 2015 issued by the Ministry of Corporate Affairs, the provisions of Section 164 (2) of the Act regarding disqualification of directors, are not applicable to the Company.

untants I) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure 'C'; and With respect to the other matters included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:- i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements — Refer Note 41.2 to the Standalone Financial Statements; ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S.N.KAPUR & ASSOCIATES Chartered Accountants Re -4101154.5C /

Chartered APUR) Accountonts),:.,;) ; Partner NI.No.:014335 •

Place: I.ucknow Date: 24.06.2020 [DIN: 20014335AAAADM3666

ANNEXURE "A"

TO THE INDEPENDENT AUDITORS' REPORT ( Annexure "A" referred to in paragraph 1 under the heading -Report on Other Legal and Regulatory Requirements" of our report of even date)

We report that:-

i. (a) The Company has generally maintained records of Property, Plant and Equipment showing full particulars including quantitative details and situation of Property, Plant and Equipment. The records for movement of the assets have been properly maintained.

(b) The Property, Plant and Equipment have been physically verified by Independent Firms of Chartered Accountants during the year and discrepancies, though not material, noticed on such verification, have been dealt properly in the books of account. In our opinion, frequency of verification is reasonable having regard to the size of the Company and the nature of its business. It is further informed that physical verification of Generation Plant & Machinery, irrespective of their location (Tehri/Koteshwar/Patan/Devebhoomi/Dhukwan) is not done due to their immovable nature.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, Freehold land and Lease hold land acquired prior to change in name of company as THDC India Ltd. are either in the name of Tehri Dam Project or Tehri Hydro Development Corporation. Out of total land of 3135.26 Hac. (PY 3033.79 Hac.) acquired by the company for various projects, title has been changed in the present name of the company for 2143.84 Hac. Change of title for the balance land of 991.42 Hac is under process as disclosed vide Note No. 41.5 (i)and execution of lease deed for 44.429 Hac of civil soyam land is under process as disclosed vide Note No. 41.5 (ii). And 0.757 hac part of Freehold Land for which transfer of title and execution of lease deed is under process as disclosed vide note no .5(iii). As informed by the Management, value of the above referred land except 1128.41 Hac of land is vet to be ascertained.

ii. The Management has conducted the physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed during physical verification.

iii.The company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, clause (iii) (a), (b) and (c) of paragraph 3 of the Order is not applicable.

iv. In our opinion and according to information and explanation given to us the company has in respect of loans, investments, guarantees, and security, complied with the provision of section 185 and 186 of the Companies Act, 2013.

v. Since the Company has not accepted any deposits from the public, the question of compliance with the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 of Companies Act 2013, and rules framed there under, does not arise.

vi. The Central Government has prescribed maintenance of Cost Records under Section 148(1) of the Companies Act, 2013. The company is maintaining the required Cost Records. Cost Audit for the F.Y. 2019-20 is under process.

vii.(a) According to the information and explanation given to us, the Company is regular in depositing undisputed statutory dues with appropriate authorities including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, other statutory dues applicable to the company and that there are no undisputed statutory dues were outstanding as at March 31, 2020 for a period of more than six months from the date of becoming payable. As informed, the provisions of the Employees State Insurance Act are not applicable to the Company.

ed untant/ '.„ , (b) According to the information and explanation given to us, details of disputed dues of sales tax, income tax , custom duty, wealth tax, excise duty, service tax and cess, if any as at March 31, 2020 are as follows:

Name of Nature Amount Financial year Deposit Forum at Statute of ('in Lakh) to which it under protest which, case Duties _pertains ('in Lakh is lendin._ Uttarakhand Water 47686 2015-16 to Nil High Court Water Tax on Cess 2019-20 of Electricity Uttarakhand, Generation Nainital Act, 2012 Uttarakhand Green 16125 2015-16 to Nil High Court Green Energy Energy 2019-20 of Cess Act, 2014 Cess Uttarakhand, Nainital Building & LabourC 651.44 2004-05 to Nil High Court Other ess 2014-15 of Construction Uttarakhand, Worker Nainital Welfare Cess Act,1996 Income Tax Int u/s 172.11 2006-07 172.11 ACIT,Dehrad Act.I961 234 B,C un viii. On the basis of audit procedures adopted by us and according to the records and as per the information and explanation given to us by the management, the company has not defaulted in repayment of loans and borrowings to any financial institution, bank. However, the Company has availed the moratorium facility against Medium Term Loan and Short Term Loan from PNI3 and working capital limit from SBI vide RBI Circular No. RBI 2019/186, DOR No. BP.I3C/21.04.048/2019/20 dated 27th March 2020.

ix. As per the information and explanation given to us by the management, the Company has applied the money raised during the year by way ofequity, debt instruments i.e. Corporate Bonds (Series 2) on Private Placement Basis to meet out the Capital expenditure requirements of ongoing projects under construction including recoupment of expenditure already incurred and term loans for the purposes for which they were raised.

x. During the course of our examination of books and records of the company for the year, carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instances of fraud by the company or on the company by its officers or employees, nor any such case have been noticed or reported by the management during the year.

xi. In view of exemption given vide in terms of notification No. G.S.R. 463(E) dated 5th June, 2015 issued by the Ministry of Corporate Affairs, the provisions of section 197 read with schedule V of the Act regarding managerial remuneration, are not applicable to the company. xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order arc not applicable to the Company. xiii. In our opinion and as per the information and explanation given to us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details of such transactions have been disclosed in the Notes to the Financial Statements as required by the applicable accounting standards. xiv. Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore, the provisions of clause 3 (xiv) of the Order are not applicable to the Company.

s'• NV. In our opinion and as per the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with them. Therefore, the provisions of clause 3 (xv) of the Order are not applicable to the Company. xvi. In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.

For S.N.KAPUR & ASSOCIATES Chartered Accountants Firm's ICA1 Reg. No. 001545C

(CA. S.N. ,KAPUR) z Partner 11.No.: 014335

Place: I.ucknow 1)ate: 24.06.2020 ANNEXURE "B"

FORMING PART OF THE INDEPENDENT AUDITORS' REPORT Directions issued by the Comptroller & Auditor General of India in Term of Section 143(5) of the Companies Act, 2013 (Annexure-13 referred to in paragraph 2 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date)

SI. Directions Reply Whether the Company has system in According to the information and explanation given to us and based on place to processall the accounting our audit all accounting transactions are routed through FMS System transactions through 1'1- system?If yes. the implemented by the Company. implications of processing of accountingtransactions outside IT system on the integrity of theaccounts along with the financial implications, if any,may be stated. Whether there is any restructuring of an According to the information and explanation given to us and based on existing loan or cases of waiver/write off our audit, there is no case of restructuring of an existing loan or case of of debts/loans/interestetc. made by a waiver/ writeotT of debts/loan/interest etc. made by a lender to the lender to the company due to company due to thecompany's inability to repay the loan. thecompany's inability to repay the loan? lowever, Para 8(i) of Note 41 of the Standalone Financial Statements If yes. thefinancial impact may be stated. regarding RBI Circular No. RBI 2019/186, DOR No. BP.BC/21.04.048/2019/20 Dt.27ffi March, 2020 has permitted all commercial banks to grant moratorium for a period of 3 months on payment of all installments and interest thereon between Et March 2020 to 31s` May 2020. THDC India Ltd. has availed the above moratorium facility against Medium Term Loan and Short Term loan from PNB and working capital limit from SBI. Accordingly, the amount due against the installments amounting to Rs. 3500 Lakh and Interest of Rs. 506 Lakh have been shown under Current Financial Liabilities-Others vide Note No.26.

Whether funds received/receivable for According to the information and explanation given to us and based on specific schemesfrom Central/State our audit, the funds (Equity) received forspecific schemes (projects) agencies were properlyaccounted from CentralGovernment were properly accounted for/utilized as per 16r/uti lied as per its term and therespective terms and conditions. conditions'?List the cases of deviation.

For S.N.KAPUR & ASSOCIATES Chartered Accountants Firm's ICAI Reg. No. 0015450

(CA. S.M. KAPUR) Partner Nt.No.:014335

Place: Lucknow Date: 24.06.2020 ANNEXURE "C"

TO THE INDEPENDENT AUDITORS' REPORT (Annexure-C referred to in paragraph 3(f) under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date)

Report on the Internal Financial Controls under Clause(i) of sub section 3 of Section 143 of the Companies Act, 2013("the Act") We have audited the internal financial controls with reference to financial reporting of THDC INDIA LTD.(" the Company") as of 31' March, 2020 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components if internal control stated in the Guidance Note on Audit of Internal Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasohable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone__ /7-T.

kY- Financial Statements in accordance with generally accepted accounting principles and that receipts expenditures of the company are being made only in accordance with authorizations on management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on StandaloneFinancial Statements.

Inherent Limitations of Internal Controls over Financial Reporting Because of the inherent limitations financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or Fraud may occur and not to be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion In our opinion, the company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31'1March 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Reporting issued by the ICAI. Reference is invited to Note 40.1(ii), Note 40.3 and Note 41.8(i) of the Standalone Financial Statement regarding the management evaluation of COVID-19 impact on the performance of the company and the same have been mentioned in Emphasis of Matter paragraph to the Independent Auditors' Report. Our opinion is not modified in respect of this matter.

For S.N.KAPUR & ASSOCIATES Chartered Accountants Firm's ICA1 Reg. No. 001545C

KAPUR) ,-Partner Nl.No.:014335

Place: 1 ileknOW Date: 24.06.2020 THDC INDIA LIMITED BALANCE SHEET AS AT 31-March-2020 Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 As at 01-Apr-2018

ASSETS

Non-Current Assets

(a) Property. Plant and Equipment 2 6,59,199 6,83,014 7,32,756 (b) Capital work-in- progress 3 4,98,980 4,54,434 3,95.640 (c) Other Intangible Assets 2 20 85 33 (d) Right of Use Assets 2 38,071

(e) Intangible Assets Under Development 3 0 0 33 (e) Financial Assets (i) Loans 4 3.889 4,079 4,483 (ii) Advances 5 1 3,890 0 4,079 0 4.483 (f) Deferred Tax Assets (Net) 6 93,971 89,104 82,532 (g) Non Current Tax Assets Net 7 2,455 6,785 0 (h) Other Non-Current Assets 8 1,58,289 1,20,942 71.547

Current Assets (a) Inventories 9 3,242 3,060 3,000 (b) Financial Assets (i) Trade Receivables 10 1,86,894 1,58,373 76,118 (ii) Cash and Cash Equivalents 11 2,520 4,577 6.102 (iii) Bank Balances other than (ii) above 12 58 676 37 (iv) Loans 13 836 979 1,042 (v) Advances 14 50,099 4,313 3,536 (vi) Others 15 25,706 2,66,113 11.755 1,80,673 54,608 1,41,443 (c) Current Tax Assets (Net) 16 6,037 2,264 9,047 (d) Other Current Assets 17 5,973 4,562 6,162 Regulatory Deferral Account Debit Balance 18 18,622 8,781 0

Total 17,54,862 15,57,783 14,46,676 EQUITY AND LIABILITIES

Iliuity 1-- a,

CV 3,66,588 3,65,488 3,62,743

(a) Equity Share Capital o

(b) Other Equity 5,86,659 9,53,247 5,11,906 8,77,394 4,44,272 8,07,015

Non-Current Liabilities (a) Financial Liabilities N ,- -- 3,95,696 2,65,201 2,41.530

(i) Borrowings N (ii) Non current Financial Liabilities 2,538 3,98,234 1,794 2,66,995 2.200 2,43,730 N (b) Other Non Current Liabilities 84,077 91,240 98,191 N ,r

Current Liabilities

(a) Financial Liabilities N L S,

(i) Borrowings 1,11.506 1,21,840 64.663 (H) Trade Payables A. Total outstanding dues of micro enterprises and 66 21 26 small enterprises B. Total outstanding dues of creditors other than 2,137 2,026 1,452 micro enterprises and small enterprises C CO (iii) Others V N CV 89,154 2,02,863 81,143 2,05,030 1,19,997 1,86,138 N

(b) Other Current Liabilites CO 7,546 3,857 4,429

0 12,679 12,293 21,015

(d) Current Tax Liabilities (Net) 0 0 4,494 0

Regulatory Deferral Account Credit Balance 61,863 56,997 51.071

TOTAL 17,54,862 15,57,783 14,46,676

Significant Accounting Policies 1 Disclosures on Financial Instruments and Risk 40 Manage I Oth Explanat y N es to Accounts 41 No.e 1 to 40 for in gfal part of the Accounts , For an on B h f of Board of Directors .... - • 1,,, eL--\...- ". . • \ Cs \- \'t- (Rashm Shsarmar (J. Behera) (D.V. Singh Comps Secre Director (Finance)/ CFO Chairman & Managin Director Membership No.26692 DIN:08536589 DIN:03107819 As Per Our Report Of Even Date Attached FOR S.N. Kapur & Associates Chartered Accountants FRN 00 C of I AI SSOA ...-.7 ,"- 2 Chartered rr-4 .-- S.N. K. p ' Accountant* 0f Pa . -r Me be - i . •,.:-014336 Sr */

Date:- V-4. 0 6: -2-AD 3-0 -

, Place:- . - - t.›,n) ,2 fzi 33CA A A OH 3 66,

THDC INDIA LIMITED ] STATEMENT OF PROFIT & LOSS FOR THE PERIOD ENDED 31-March-2020 Amount In lakh ,r Particulars Note No. For the Period Ended 31-Mar- For the Period Ended 31-Mar- 2020 2019

INCOME Revenue from Continuing Operations 31 2,12,310 2,44,926 Other Income 32 28,226 39,409 Deferred Revenue on account of Irrigation Component 6,374 6,915 Less: Depreciation on Irrigation Component 2 6,374 0 6,915 0

Total Revenue 2,40,536 2,84,335

EXPENSES Employee Benefits Expense 33 36,030 41,183 Finance Costs 34 24,034 19,954 Depreciation & Amortisation 2 57,610 55,500 Generation Administration and Other Expenses 35 23,933 20,978 Provision for Bad & Doubtful Debts, CWIP and Stores & 36 0 4,985 Spares Total Expenses 1,41,607 1,42,600

Profit Before Tax and regulatory deferral account 98,929 1,41,735 balances

Tax Expenses 37 Current Tax Income Tax 16,312 30,659 0 Deferred tax- Asset (5,302) (6,676) I Profit For The Period before regulatory deferral 87,919 1,17,752 account balances

Net Movement in Regulatory Deferral Account Balance 38 4,106 1,239 Income/ (Expense)- Net of Tax I Profit For The Period from continuing operations 92,025 1,18,991

II OTHER COMPREHENSIVE INCOME (i) Items that will not be classified to Profit or Loss: Re-measurements of the Defined Benefit Plans 39 (1,247) (299) Deferred tax on Re-measurements of the Defined Benefit (435) (104) Plans- Deferred Tax Asset/ Liability

Other Comprehensive Income (1,682) (403)

Total Comprehensive Income (1+11) 90,343 1,18,588

Earning per Equity Share (including net movement in regulatory deferral account) Basic (Z) 251.22 326.35 Diluted (Z) 251.14 326.32 Earning per Equity Share (excluding net movement in regulatory deferral account) Basic (Z) 240.01 322.96 Diluted (Z) 239.94 322.93

ignificant Accounting Policies 1 410iisclosures on Financial Instruments and Risk Management 40 Other Explanatory Notes to Accounts 41 Not for integral part of the Accounts /

Fora d on B h If of Board of Directors ..•

C. GS t' \ ' t'..- ''"A„, ... • (Rash i Sh a (J. Behera) (D.V. Singh) Comps y Secretary Director (Finance)/ CFO Chairman & Managk • Director Membership No.26692 DIN:08536589 DIN:0310781

As Per Our Report Of Even Date Attached FOR S.N. Kapur & Associates Chartered Accountants FRN 001545C of ICAI 1.r //------Chartered ',,-,, /(S.N. Ka 9r)- ' ,A Accountan!s ,/, Part r Me,ibers o.:-014335 \ *. Date:- 2.1-1 0 1-1c,• \i'V., Place:- L-0(46/001,3

I HUG INUIA LIMI I t u CASH FLOW STATEMENT FOR THE YEAR ENDED 31-March -2020 Amount In lakh r In Parenthesis Represent Deduction _ Ficures PARTICULARS For the Period Ended 31-Mar-2020 For the Period Ended 31-Mar-2019

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit Before Tax 98,929 1,41,735 Adjustments for:- Depreciation 57,610 55,500 Depreciation- Irrigation Component 6,374 6,915 Provisions 4,985 Finance Cost 24,034 19,954 Other Comprehensive Income (OCI) (1,247) (299) Prior Period Adjustments through SOCIE - Net Movement in Regulatory Deferal Account Balance (4,106) (1,239) Tax on Net Movement in Regulatory Deferal Account (869) (1,616) Balance Exceptional Items 81,796 - 84,200

Cash Flow from Operating profit activities Before 1,80,725 2,25,935 Working Capital Changes Adjustment For :- Inventories (182) (121) Trade Receivables (including unbilled revenue) (42,472) (39,402) Other Assets (47,159) 948 Loans and Advances ( Current + Non Current) 890 (4,459) Trade Payable and Liabilities (4,697) 5,126 Provisions (Current + Non Current) (4,744) (4,326) Net Movement in Regulatory Deferal Account Balance 4,106 (94,258) 1,239 (40,995)

Cash Flow From Operative Activities Before Taxes 86,467 1,84,940

Ikorporate Tax (16,312) (30,659) Net Cash From Operations (A) 70,155 1,54,281

B. CASH FLOW FROM INVESTING ACTIVITIES

Change in:- Property, Plant & Equipment and CWIP (1,22,721) (71,486) Capital Advances (37,386) (49,520)

Net Cash Flow From Investing Activities (B) (1,60,107) (1,21,006)

C. CASH FLOW FROM FINANCING ACTIVITIES Share Capital (Including Pending Allotment) 700 2,800 Borrowings 1,34,547 (23,175) Lease Obligations 1,588 Interest and Finance Charges (24,034) (19,954) Dividend & Tax on Dividend (15,190) (51,009) Net Cash Flow From Financing Activities ( C) 97,611 (91,338)

D. NET CASH FLOW DURING THE YEAR (A+B+C) 7,659 (58,063)

E. OPENING CASH & CASH EQUIVALENTS (1,16,587) (58,524) F. CLOSING CASH & CASH EQUIVALENTS(D+E) (1,08,928) (1,16,587) Note: 1. Cash and Cash Equivalents includes Balance with Banks of Z58Lakh ( Previous year 2676 Lakh )which is not available for use by the Corporation. 7 Previous year's figures have been Regrouped / Rearranged / Recast wherever necessary. econcilation of Cash & cash Equivalents has been made in Note No 41.20 (a)

For ciln on h If of Board of Directors

,.... .. -7 \•• x •Jr-ft-\-4-- (Rashm tall a) (J. Behera) (D.V. Sinqi Comps Secr t Director (Finance)/ CFO Chairman & Managi Director Membership No.26692 DIN:08536589 DIN:031078

As Per Our Report Of Even Date Attached FOR S.N. Kapur & Associates Chartered Accountants FRN 0015.,52 of IC I c / " Chit-WW1 -4 rn Accountants 0 / .N. Kap Part \ • iP Mern,berstqw o :-014335 4iCKNO44 Date:- 2,L-1 s OC, 2020

Place:- LL/CKN)01.-‘) THDC INDIA LIMITED STATEMENT OF CHANGES IN EQUITY - A. Equity Share Capital For The Period Ended 31-March-2020 Amount In lakh Particulars Note No. As at 31-Mar-2020 Amount

Balance at the beginning of reporting period 3,65,488 Changes in equity share capital during the period 1,100 Closing Balance at the end of the reporting period 3,66,588 B. Other Equity For The Period Ended 31-March-2020 Amount In lakh r Reserve & Surplus 01-Apr-2019 Other To 31-Mar-2020 Comprehensive Income Particulars Note No. Share Retained Debenture Acturial Gain/ Total Application Earnings Redemption (Loss) Money Pending Reserve & Allottment Others Opening Balance (I) 400 5,07,118 4,500 (112) 5,11,906 Profit For The period 92,025 92,025 Other Comprehensive Income (1,682) (1,682) Total Comprehensive Income 92,025 (1,682) 90,343 Dividend 12,600 12,600 Tax On Dividend 2,590 2,590 Transfer to Retained Earnings (II) 76,835 75,153 Transferred/ Adjustment to/from Debenture Redemption 600 600 Resreve (III) Debenture Redemption Reserve Addition! (Utilised/ (600) (600) Adjusted) during the period (V) Share Capital Pending Allotment Deposited during the 700 700 nod (VI) Share Capital Pending Allotment (Allotted) during the (1,100) (1,100) nod osing I -te (1+11+111+IV+V+VI+VII) 0 5,8553 3,900 (1,794) 5,86,659 For an on B If of Board of Directors

• Vt- (Rashm Sharma) (J. Behera) (D.V. S ng Comps Secretary Director (Finance)/ CFO Chairman & Manag Director Membership No.26692 DIN:08536589 DIN:03107 9

As Per Our Report Of Even Date Attached FOR S.N. Kapur & Associates Chartered Ar untants FRN 5 C of IC

(S.N. Ka ur)„-- Partn embership :-014335

Date:- 124 - 0 6 1- •Place:- L.VC,Kvi\k)(...)

THDC INDIA LIMITED A. Equity Share Capital For The Period Ended 31-March-2019 Amount In lakh r Particulars Note No. As at 31-Mar-2019 Amount

Balance at the beginning of reporting period 3,62,743 Changes in equity share capital during the period 2,745 Closing Balance at the end of the reporting period 3,65,488 B. Other Equity For The Period Ended 31-March-2019 Amount In lakh r Reserve & Surplus 01-Apr-2018 Other To 31-Mar-2019 Comprehensive Income Share Retained Debenture Acturial Gain/ Total Application Earnings Redemption (Loss) Money Pending Reserve & Allottment Others

Opening Balance (I) 345 4,40,636 3,000 291 4,44,272 Profit For The Year 1,18,991 1,18,991 Other Comprehensive Income (403) (403) Total Comprehensive Income 1,18,991 (403) 1,18,588 Dividend 42,312 42,312 Tax On Dividend 8,697 8,697 Transfer to Retained Earnings (II) 67,982 67,579 Transferred to Debenture Redemption Resreve (III) (1,500) (1,500) Debenture Redemption Reserve Addition/ (Utilised) during 1,500 1,500 the year (IV) Share Capital Pending Allotment Deposited/ (Allotted) 55 55 during t ea V) (Net) Clo ing Bala ce 11+111+IV+V) 400 5,07 18 4,500 (112) 5,11,906 For and on Behalf of Board of rect rs

‘..1,---- (R shmi Sha a) (J. Behera) (D.V. Sing Co pany Sec tary Director (Finance)/ CFO Chairman & Manag. Director Membership No.26692 DIN:08536589 DIN:03107 9

As Per Our Report Of Even Date Attached FOR S.N. Kapur & Associates Chartered Accountants ilk 1 A s FRN 001 5 'of ICAI Or ., ' -Z Chartered r, A Accountants (6 7 .N. Kap r ( Partn iir Me ershk( :-014335 CKNO Date:- .2,2-1,,, 0 6 . :20.,2,0

Place:- t-k) 04.4001-) Note No.1 1. General 1.1 THDC Limited (the "Company") is a company domiciled in India and limited by shares (CIN: U45203UR1988G01009822) and is a Subsidiary of NTPC Limited. The shares of the Company are held by NTPC Limited (74.496%) and Government of Uttar Pradesh (25.504%). The Bonds of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited in India. The address of the Company's registered office is Bhagirathi Bhawan (Top Terrace) Bhagirathipuram, Tehri, Tehri Garhwal -249001, Uttarakhand. The Company is primarily involved in the generation and sale of bulk power to State Power Utilities. Other business includes providing consultancy services. 1.2 These financial statements have been prepared on going concern basis following accrual system of accounting and comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, and other provisions of the Companies Act, 2013 (to the extent notified and applicable) and the provisions of the Electricity Act, 2003 to the extent applicable. These financial statements were authorized for issue by the Board of Directors on 24.06.2020 1.3 These financial statements are presented in Indian Rupees (INR), which is the Company's functional currency. All financial information presented in INR has been rounded to the nearest Lakhs, except as stated otherwise. 2. Estimates &Assumptions 2.1 The preparation of financial statements requires estimates and assumptions that affect the reported amount of assets, liabilities, revenue and expenses during the reporting period. Although such estimates and assumptions are made on a reasonable and prudent basis taking into account all available information, actual results could differ from these estimates and assumptions. Such differences are recognized in the year in which the actual results are crystallized. 3. Property Plant & Equipment (PPE) 11, 3.1 Property, Plant and Equipment (PPE) up to March 31, 2015 were carried in the Balance Sheet in accordance with Indian GAAP. The Company has elected to avail exemption as granted by the Ind AS 101- First time adoption of Ind AS to regard these amounts as deemed cost at the date of the transition to Ind AS (i.e. as on April 1, 2015) for the purpose of fair value as prescribed in the Ind AS. 3.2 PPE are initially measured at cost of acquisition / construction including decommissioning or restoration cost wherever required. Assets and systems common to more than one generating unit are capitalized on the basis of engineering estimates/ assessments. The cost includes expenditure that is directly attributable to the acquisition/construction of the asset. In cases where final settlement of bills with contractors is pending, but the asset is complete and ready for use, capitalization is done on provisional basis subject to necessary adjustments, in the year of final settlement. 3.3 Spares parts, stand-by equipment and servicing equipment meeting the recognition criteria are capitalized. The carrying amount of those spare parts that are replaced is derecognized when no future economic benefits are expected from their use or upon disposal. Other spare parts are carried as inventory and. recognized in the statement of profit and loss on consumption. 3.4 Expenditure on major inspection and overhauls of generating unit is capitalized, when it meets the asset recognition criteria. Any remaining carrying amount of the cost of the previous inspection and overhaul is derecognized. If the cost of the replaced part or earlier major inspection / overhaul is not available, the estimated cost of similar new parts/major inspection /overhaul is used as an indication to arrive at cost of the existing part/inspection /overhaul component at the time it was acquired or inspection carried out. 3.5 An item of PPE is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de- recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit and Loss for the year in which the asset is derecognized. 3.6 PPE created on land not belonging to the Company, but under the control and possession of the Company, are included in PPE. 3.7 In respect of land acquired through Special Land Acquisition Officer (SLAG)/on right to use, those portions of land are capitalized which are utilized/intended to be utilized for construction of buildings and infrastructural facilities of the Company. Other lands acquired including lands under submergence are accounted for as per their use. Cost of land acquired through SLAO is capitalized on the basis of compensation paid through SLAO or directly by the Company. Payments made/liabilities created provisionally towards compensation, rehabilitation of the outsees and other expenses relatable to land in possession are treated as cost of land. 4. Capital work in progress 4.1 Expenditure incurred on assets under construction (including a project) is carried at cost under Capital work in Progress. Such costs comprise purchase price of asset including import duties, non-refundable taxes (after deducting trade discounts and rebates) and costs that are directly attributable to bring the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. 4.2 Cost incurred towards lease amount and rent on right-of-use land and compensation for land and properties etc. used for submergence and other purposes (such as resettlement of oustees, construction of new Township, afforestation, expenses on maintenance and other facilities in there-settlement colonies until takeover of the same by the local authorities etc.) and where construction of such alternative facilities is a specific pre-condition for the acquisition of the land for the purpose of the project, is carried forward in the Capital Work in Progress (Rehabilitation). The said asset is capitalized as Land under submergence from the date of commercial operation. 4.3 Deposit works are accounted for on the basis of statements of account received from the Agencies concerned. 4.4 In respect of supply-cum-erection contracts, the value of supplies received at site is treated as Capital-Work-in-Progress. 4.5 Claims for price variation in case of contracts are accounted for on acceptance.

4.6 Cost directly attributable to projects under construction include costs of employee benefits, expenditure in relation to survey and investigation activities of the projects, cost of site preparation, initial delivery and handling charges, installation and assembly costs, professional fees, depreciation on assets used in construction of project, and other costs attributable to construction of projects. Such costs are allocated on systematic basis over Construction projects/Capital Work in Progress. 5. Development expenditure on coalmines 5.1 Once proved reserves are determined and development of mines/project is sanctioned, exploration and evaluation assets are transferred to 'Development of coal mines' under Capital work-in progress. 6. Intangible Assets 6.1 Upto March 31, 2015, Intangible assets were carried in the Balance Sheet in accordance with Indian GAAP. The Company has elected to avail the exemption granted under Ind AS 101, "First time adoption of Ind AS" to regard those amounts as deemed cost at the date of the transition to Ind AS (i.e. as on April 1, 2015). 6.2 Intangible assets acquired separately are measured on initial recognition at cost. After initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. 6.3 Software (not being an integral part of the related hardware) acquired for internal use, is stated at cost of acquisition less accumulated amortization and impairment losses if any. 6.4 An item of Intangible asset is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising from de-recognition of an intangible asset are recognized in the Statement of Profit and Loss of the year in when the asset is derecognized. 7. Foreign Currency Transactions 7.1 The Company has elected to avail the exemption available under Ind AS 101, First time adoption of Ind AS with regard to continuation of policy for accounting of exchange differences arising from translation of long-term foreign • currency monetary liabilities. Accordingly, exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit and loss in the year in which it arises with the exception that exchange differences on long term monetary items related to acquisition of property, plant and equipment recognized up to 31 March 2016 are adjusted to the carrying cost of PPE. 7.2 Transactions in foreign currency are initially recorded at exchange rate prevailing on the date of transaction. At the balance sheet date, foreign currency monetary items are reported using the closing rate. Non-monetary items denominated in foreign currency are reported at the exchange rate ruling at the date of transaction. 8. Fair Value Measurement 8.1 Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Normally at initial recognition, the transaction price is the best evidence of fair value. 8.2 However, when the Company determines that transaction price does not represent the fair value, it uses inter-alia valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. 8.3 All financial assets and financial liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy. This categorization is based on the lowest level input that is significant to the fair value measurement as a whole: Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. 8.4 Financial assets and financial liabilities are recognized at fair value on a recurring basis. The Company reviews the fair value techniques as to be adopted at the end of each reporting period and determines the fair value accordingly applying any of the levels specified above deemed suitable. 9. Financial assets other than investment in subsidiaries and joint ventures. 9.1 A financial asset includes inter-alia any asset that is cash, contractual obligation to receive cash or another financial asset or to exchange financial asset or financial liability under condition that are potentially favorable to the Company. A financial asset is recognized under the circumstances when the Company becomes a party to the contractual provisions of the instrument. 9.2 Financial assets of the Company comprise cash and cash equivalents, Bank Balances, Advances to employees, security deposit, claims recoverable etc. 9.3 Based on existing business model of the company and contractual cash flow characteristics of the financial assets, classifications have been made as follows: 1.) Financial Assets at amortized cost, 2.) Financial Assets at fair value through other comprehensive income, and 3.) Financial Assets at fair value through Profit / Loss 9.4 Initial recognition and measurement:- All financial assets except trade receivables are recognized initially at fair value including the transaction costs that are attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in Statement of Profit and Loss. Where transaction price is not the measure of fair value and fair value is determined using a valuation method that uses data from observable market, the difference between transaction price and fair value is recognized in Statement of Profit and Loss and in other cases spread over life of the financial instrument using EIR (Effective Interest Rate) method.EIR is calculated at the end of every reporting period. 9.5 The company measures the trade receivables at their transaction price as it does not contain a significant financing component. 9.6 Subsequent measurement:- After initial measurement, financial assets classified at amortized cost are subsequently measured at amortized cost using EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the profit or loss. 9.7 De-recognition:- A financial asset is derecognized when all the cash flows associated with the said financial asset has been realized or such rights have expired. 10. Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at banks, cash on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. 11. Inventories 11.1 Inventories mainly comprise stores and spare parts to be used for maintenance of Property, Plant and Equipments and are valued at costs or net realizable value (NRV) whichever is lower. The cost is determined using weighted average cost formula and NRV is the estimated selling price in the ordinary course of business, less the selling costs necessary to make the sale. 11.2 Carrying amount of inventory is assessed on each reporting date to reflect the same at NRV (Net Realizable Value). Incase reduction of the carrying amount, suitable adjustment is made by reducing the carrying amount of the inventory to recognize at NRV and such amount reduced is also recognized as expenses in the Statement of Profit and Loss. Subsequent to reduction in the inventory value in case the NRV increases (upto the original cost), value of inventory is enhanced to recognize at NRV and incremental amount is recognized as income in the Statement of Profit and Loss. All inventory losses occur in natural course of business is recognized as expenses in the Statement of Profit and Loss. 12. Financial liabilities 12.1 Financial liabilities of the Company are contractual obligation to deliver cash or another financial asset to another entity or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the Company. 12.2 The Company's financial liabilities include loans & borrowings, trade and other payables. 12.3 Classification, initial recognition and measurement 12.3.1 Financial liabilities are recognized initially at fair value minus transaction costs that are directly attributable to the issue of financial liabilities and subsequently measured at amortized cost. Difference arising if any, between the proceeds (net of transaction costs) and the fair value at initial recognition is recognized in the Statement of Profit and Loss or in the "Expenditure Attributable to Construction" if another standard permits inclusion of such cost in the carrying amount of an asset over the period of the borrowings using the effective rate of interest. 12.3.2 Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. 12.4 Subsequent measurement 12.4.1 After initial recognition, financial liabilities are subsequently measured at amortized cost using the EIR method. EIR is calculated at the end of every reporting period Gains and losses are recognized in Statement of Profit and Loss when the liabilities are derecognized as well as through the EIR amortization process. 12.4.2 Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss. 12.5 De-recognition A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. 13. Government Grants 13.1 Grants-in-Aid received from the Central/State Government/ other authorities towards capital expenditure is treated initially as non-operating deferred income under noncurrent liability and subsequently adjusted as income in the same proportion as the depreciation written off on the assets acquired out of such contribution/grants-in-aid. 14. Provisions, Contingent Liabilities and Contingent Assets 14.1 Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Such provisions are determined based on management estimate of the amount required to settle the obligation at the balance sheet date. 14.2 Contingent liabilities are disclosed on the basis of judgment of management/ independent experts. These are reviewed at each balance sheet date and reflected in the financial statements using current estimates made by the management. 14.3 Contingent assets are disclosed in the financial statements when inflow of economic benefits is probable. 15. Revenue Recognition and Other Income 15.1 Under Ind AS 115, revenue is recognized when the entity satisfies a performance obligation by transferring promised goods or services to a customer. An asset is transferred when control is transferred that is either over time or at a point in time. The company recognizes revenue in respect of amounts to which it has a right to invoice. 15.2 Sale of energy is accounted for as per final tariff notified by Central Electricity Regulatory Commission (CERC). In case of Power Station where final tariff is not notified, recognition of revenue is based on the parameters and method provided in the applicable Regulations framed by the appropriate authority i.e. CERC. The recognition of Revenue would be independent of the Provisional Rate adopted for the purpose of collection pending notification of 'Annual Fixed Charges' by CERC. Recovery/refund towards foreign currency variation in respect of foreign currency loans are accounted for on year to year basis. 15.3 Amount realized from sale of power as generated from Wind Power Projects has been recognized as Revenue from operation in compliance with Ind AS 115 and Assets have been recognized as owned assets of the company in compliance with Ind AS16.

15.4 Adjustments arising out of finalization of Regional Energy Account (REA), which may not be material, are effected in the year of respective finalization. 15.5 Incentive/disincentives are accounted for based on the applicable norms notified/approved by the Central Electricity Regulatory Commission or agreements with the beneficiaries. In case of Power Stations where the same have not been notified / approved / agreed with beneficiaries, incentives/disincentives are accounted for on provisional basis. 15.6 Advance against depreciation being considered as deferred income up to 31 March 2009 is recognised as sales on straight line basis over balance useful life of 28 years after completion of 12 years from the date of commercial operation of the project, considering the total useful life of the project as 40 years. 15.7 Income from consultancy work is accounted for on the basis of actual progress/technical assessment of work executed or cost reimbursable in line with terms of respective consultancy contracts. 15.8 Late Payment Surcharge recoverable from trade receivables for sale of energy and liquidated damages/warranty claims are recognized when no significant uncertainty as to measurability or collectivity exists. 15.9 Interest earned on advances to contractors as per the terms of contract, are reduced from the cost incurred on construction of the respective asset by credit to related Capital Work-in-Progress Account. 15.10 Value of scrap is accounted for at the time of sale. 15.11 Insurance claims for loss of profit are accounted for in the year of acceptance. Other insurance claims are accounted for based on certainty of realization. 16. Expenditure

16.1 Prepaid expenses of ' 5,00,000/- or below in each case, are accounted for in their natural heads of accounts. 16.2 Material prior period errors are corrected retrospectively by restating the comparative amounts for the prior periods presented in which error occurred. If the error occurred before the earliest period presented, opening balances of assets, liabilities and equity for the earliest period presented, are restated. 16.3 Net income/expenditure prior to Commercial operation is adjusted directly in the cost of related assets and systems. 16.4 Preliminary expenses on account of new projects incurred prior to approval of feasibility report are charged to revenue. 16.5 Amount at appropriate % of profit of previous year as prescribed under DPE guideline is set aside as non-lapsable fund for Research &Development. 16.6 Expenditure on CSR activities shall be made as per the provisions of Section 135 of the Companies Act 2013. Any unspent amount shall be set aside as non- lapsable fund as per DPE guidelines. 16.7 Provision for doubtful debts / advances / claims outstanding over three years (except Government dues) is made unless the amount is considered recoverable as per management estimate. However, Debts / advances / claims shall be written off on case to case basis when unreliability is finally established. 17. Employee benefits 17.1 The company has established a separate Trust for administration of Provident Fund, employees defined contribution superannuation scheme for providing pension and post retirement medical benefit. The company's contribution to the Funds is charged to expenditure. The liability of the company in respect of shortfall (if any) in interest on investments made by PF Trust is ascertained and provided annually on actuarial valuation at the yearend. 17.2 Liability for employee benefits in respect of gratuity, leave encashment and post retirement medical benefits, baggage allowance, fmancial package for dependent of deceased employees etc. as defined in Ind AS-19 is accounted for on accrual basis based on actuarial valuation determined as at the year end. 17.3 Re-measurements comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods. 18. Borrowing Cost 18.1 Borrowing costs that are directly attributable to the acquisition, construction/exploration/ development or erection of qualifying assets are capitalized as part of cost of such asset until such time the assets are substantially ready for their intended use. Qualifying assets are assets which necessarily take substantial period of time to get ready for their intended use or sale. 18.2 When the Company borrows funds specifically for the purpose of obtaining a qualifying asset, the borrowing costs incurred are capitalized. When Company borrows funds generally and uses them for the purpose of obtaining a qualifying asset, the capitalization of the borrowing costs is computed based on the weighted average cost of all borrowings that are outstanding during the period and used for the acquisition, construction/exploration or erection of the qualifying asset. However, borrowing costs applicable to borrowings made specifically for the purpose of obtaining a qualifying asset, are excluded from this calculation, until substantially all the activities necessary to prepare that asset for its intended use or sale are complete. Such borrowing costs are apportioned on the average balance of capital work in progress for the year. Other borrowing costs are recognized as expenses in the period in which they are incurred. 19. Depreciation & Amortization 19.1 Depreciation on additions to /deductions from Property, Plant & Equipment during the year is charged on pro-rata basis from / up to the date on which the asset is ready for use /disposal. 19.2 Depreciation is charged on straight-line method following the rates notified by the Central Electricity Regulatory Commission (CERC) for the purpose of fixation of tariff. In case of addition and change in cost of asset due to increase/decrease in long-term liability on account of exchange fluctuations, award of Courts, etc, revised unamortized depreciable amount is provided prospectively over the residual useful life of the asset. 19.3 Laptops provided to employees under Laptop scheme for official purpose are being written off over a period of four year with nil salvage value. The Depreciation on these items is charged @25% pa on straight line basis. 19.4 Temporary erections are depreciated fully (100%) in the year of acquisition /capitalization by retaining 1/- as WDV 19.5 In respect of Assets costing up to 5000/- but more than 1500/- (excluding immovable assets) 100% depreciation is provided in the year of purchase. 19.6 Low value items costing up to 1500/-, which are in the nature of assets are not capitalized and charged to revenue 19.7 Cost of Right-of-use Land is amortized over the lease period or life of related project, whichever is less. 19.8 Cost of computer Software is recognized as intangible asset and amortized on straight line method over a period of legal right to use or 3 years, whichever is earlier. 19.9 Spares parts procured along with the Plant & Machinery or subsequently which are capitalized and added in the carrying amount of such item are depreciated over the residual useful life of the related plant and machinery at the rates and methodology notified by CERC. 20. Impairment of non-financial assets other than inventories 20.1 The asset is treated as impaired, when carrying cost of assets exceeds its recoverable amount. An impaired loss is charged to Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognized in prior accounting periods is reversed if there is a change in the estimate of the recoverable amount. 21. Leases 21.1 Effective 1 April 2019, the Company adopted Ind AS 116 "Leases" and applied to all lease contracts existing on 1 April 2019 using the modified retrospective method. Consequently, the Company recorded the lease liability at the present value of the remaining lease payments discounted at the incremental borrowing rate applicable at the date of initial application and the right of use asset has been recognized at an amount equal to lease liability. Comparatives as at and for the year ended 31 March 2019 have not been adjusted and therefore will continue to be reported as per Ind AS 17. The details of accounting policies as per Ind AS 17 are disclosed separately if they are different from those under Ind AS 116. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (1) the contact involves the use of an identified asset (2) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (3) the Company has the right to direct the use of the asset. At the date of commencement of the lease, the Company recognizes a right-of-use asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for: a) leases with a term of twelve months or less (short-term leases) and b) low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight line basis over the term of the lease. Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. Right-of use assets and lease liabilities include these options when it is reasonably certain that they will be exercised. The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight- line basis over the shorter of the lease term and useful life of the underlying asset, if the lease transfers ownership of the underlying asset by the end of lease term or if the cost of right-of-use assets reflects that the purchase option will be exercised. Otherwise, Right-of-use assets are depreciated /amortized from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs. The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rate. Lease liabilities are re-measured with a corresponding adjustment to the related right of use asset if the Company changes its assessment whether it 45 will exercise an extension or a termination option. 22. Income taxes Income tax expense comprises of current and deferred tax. Tax is recognized in the Statement of Profit and Loss, except to the extent that it relates to items recognized directly in equity or other comprehensive income. In this case the tax is also recognized directly in equity or in other comprehensive income. 22.1 Current Income Tax The current tax is based on taxable profit for the year under the Income Tax Act, 1961. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in India where the Company operates and generates taxable income. 22.2 Deferred Tax 222.2.1 Deferred tax is recognized based upon balance sheet approach. Differences between the carrying amounts of assets and liabilities in the company's financial statements and the corresponding tax bases used in the computation of taxable profit are accounted for using the balance sheet method. Deferred tax liabilities arc generally recognized for all taxable temporary differences, and deferred tax assets are generally recognized for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, unused tax losses and unused tax credits can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of an asset or liability in the instances where the transaction affects neither the taxable profit or loss nor the accounting profit or loss. 22.2.2 The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available against which the temporary differences can be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. 22.2.3 Deferred tax is recognized in the Statement of Profit and Loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized in other comprehensive income or equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. The deferred tax for the current period to the extent it forms part of current tax in the future years and affects the computation of return on equity (ROE), an element of tariff computation as per CERC Regulation is debited / credited to regulatory deferral account balance. 22.2.4 When there is uncertainty regarding income tax treatments, the Company assesses whether a tax authority is likely to accept an uncertain tax treatment. If it concludes that the tax authority is unlikely to accept an uncertain tax treatment, the effect of the uncertainty on taxable income, tax bases and unused tax losses and unused tax credits is recognized. The effect of the uncertainty is recognized using the method that, in each case, best reflects the outcome of the uncertainty: the most likely outcome or the expected value. For each case, the Company evaluates whether to consider each uncertain tax treatment separately, or in conjunction with another or several other uncertain tax treatments, based on the approach that best prefixes the resolution of uncertainty. 23. Statement of Cash Flows 23.1 Statement of cash flows is prepared in accordance with the indirect method prescribed in the Ind AS 7. Cash and cash equivalents for the purpose of Statement of cash flows is inclusive of cash on hand, deposits held at call with financial institutions, other short- term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. However, for Balance Sheet presentation, Bank overdrafts are shown within borrowings in current liabilities in the balance sheet. 24. Current versus non-current classification- The Company presents assets and liabilities in the Balance Sheet based on current/non-current classification. 24.1 An asset is classified as current when it is:

• Expected to be realised or intended to be sold or consumed in the normal operating cycle • Held primarily for the purpose of trading • Expected to be realised within twelve months after the reporting period, or • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current. 24.2 A liability is classified as current when it is • Expected to be settled in the normal operating cycle • Held primarily for the purpose of trading • Due to be settled within twelve months after the reporting period, or • Having no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. 24.3 Deferred tax assets and liabilities are classified as non-current. 25. Regulatory deferral account balances 25.1 Expense/Income recognized in the statement of Profit and Loss to the extent recoverable from or payable to the beneficiaries in subsequent periods as per CERC Tariff regulations are recognized as "Regulatory Deferral Account Balances". e 25.2 These Regulatory Deferral Account Balances are adjusted from the year in which the same become recoverable from or payable to the beneficiaries. 25.3 Regulatory Deferral Account Balances are evaluated at each balance sheet date to ensure that the underlying activities meet the recognition criteria and it is probable that future economic benefits associated with such balances will flow to the entity. If these criteria are not met, the Regulatory Deferral Account Balances are derecognized. 26. Earnings per share 26.1 Basic earnings per equity share is computed by dividing the net profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the financial year. Diluted earnings per equity share is computed by dividing the net profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any bonus shares issued during the financial year. Basic and diluted earnings per equity share are also computed using the earnings amounts excluding the movements in regulatory deferral account balances. 27. Dividends 27.1 Dividends and interim dividends payable to the Company's shareholders are recognized as changes in equity in the period in which they are approved by the shareholders and the Board of Directors respectively. 28. Operating Segments 28.1 In accordance with Ind AS 108, the operating segments used to present segment information are identified on the basis of internal reports used by the Company's management to allocate resources to the segments and assess their performance. The Board of Directors is collectively the Company's 'Chief Operating Decision Maker' or `CODM' within the meaning of Ind AS 108. The indicators used for internal reporting purposes may evolve in connection with performance assessment measures put in place. Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate expenses, finance costs, income tax expenses and corporate income. Revenue directly attributable to the segments is considered as segment revenue. Expenses directly attributable to the segments and common expenses allocated on a reasonable basis are considered as segment expenses. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill. Segment assets comprise property, plant and equipment, intangible assets, trade and other receivables, inventories and other assets that can be directly or reasonably allocated to segments. For the purpose of segment reporting, property, plant and equipment have been allocated to segments based on the extent of usage of assets for operations attributable to the respective segments. Segment assets do not include investments, income tax assets, capital work in progress, capital advances, corporate assets and other current assets that cannot reasonably be allocated to segments. Segment liabilities include all operating liabilities in respect of a segment and consist principally of trade and other payables, employee benefits and provisions. Segment liabilities do not include equity, income tax liabilities, loans and borrowings and other liabilities and provisions that cannot reasonably be allocated to segments. Electricity generation is the principal business activity of the company. Project Management and Consultancy works do not form a reportable segment as per the Ind AS -108 - 'Operating Segments'. 29. Miscellaneous 29.1 Each material class of similar items is presented separately in the financial statements. Items of a dissimilar nature or function are presented separately unless they are immaterial. THDC INDIA LIMITED Note :-2 PROPERTY PLANT & EQUIPMENT & INTANGIBLE ASSETS Amount In lakh ,r Particulars Gross Block Depreciation Net Block As at 01-Apr- Addition Sales / As at 31-Mar-As at 01-Apr- For The Sales/ As at 31-Mar-As at 31-Mar- As at 31- 2019 During the Adjustment 2020 2019 Period 01- Adjustment 2020 2020 Mar-2019 Period During the Apr-2019 To During the Period 31-Mar-2020 Period A. Prpoerty Plant & Equipment Other Assets 1. Land Free Hold 3,825 3,825 - - - 3.825 3,825 2. Land Under 1,65,132 3,618 1,68,750 61,430 5,532 - 66,962 1,01,788 1,03,702 Submergence 3. Buildings 1,00,515 4,423 1,04,938 25,290 3,419 28,709 76,229 75,225 4. Building Temp. 2,418 21 - 2,439 2,418 21 2,439 Structures 5. Road, Bridge & Culverts 16,258 1,107 - 17,365 3,840 599 - 4,439 12,926 12,418 6. Drainage, Sewerage & 2,235 - 2,235 759 155 - 914 1,321 1,476 Water Supply 7. Construction Plant & 2,245 217 (16) 2,446 1,349 131 (10) 1,470 976 896 Machinery 8. Generation Plant & 3,05,128 12,714 (49) 3,17,793 1,33,502 16,711 (31) 1,50,182 1,67,611 1,71,626 Machinery 9. EDP Machines 1,609 346 (138) 1,817 1,005 245 (119) 1,131 686 604 10. Electrical Installations 4,577 - - 4,577 914 128 - 1,042 3,535 3,663 11. Transmission Lines 2,584 82 - 2,666 1,174 438 1,612 1,054 1,410 12. Office & Other 5,866 258 (7) 6,117 2,903 1,800 (5) 4,698 1,419 2,963 Equipment 13. Furniture & Fixtures 2,669 240 (2) 2,907 1,230 431 - 1,661 1,246 1,439 14. Vehicles 2,073 186 (6) 2,253 874 205 (2) 1,077 1,176 1,199 15. Railway Sidings 122 - - 122 45 7 - 52 70 77 16. Hydraulic Works- Dam 5,18,415 647 - 5,19,062 2,78,925 27,404 3,06,329 2,12,733 2,39,490 Spillways 17. Hydraulic Works- 1,39,980 20,640 - 1,60,620 80,316 7,700 - 88,016 72.604 59,664 nnel,Penstock,Canals etc

Sub Total 12,75,651 44,499 (218) 13,19,932 5,95,974 64,926 (167). 6,60,733 6,59,199 6,79,677 Figures For Previous 12,61,985 13,950 (284) 12,75,651 5,32,752 63,467 (245) 5,95,974 6,79,677 7,29,233 ' Period B. Intagible Assets 1. Intangible Assets- 471 - - 471 386 65 - 451 20 85 Software Sub Total 471 - - 471 386 65 - 451 20 85 Figures For Previous 397 74 - 471 364 22 - 386 85 33 Period C. Right of Use Assets 1. Right of Use - Land 3,905 34,496 38.401 568 677 1,245 37,156 3,337 2. Right of Use - Building - 385 385 121 121 264 3. Right of Use - Vehicle 735 735 84 84 651 Sub Total 3,905 35,616 - 39,521 568 882 - 1,450 38,071 3,337 Figures For Previous 3,905 - - 3,905 382 186 - 568' 3,337 3,523 Period Detail of Depreciation Current Previous Year Year Depreciation transferred to 1,889 1,260 EDC Depreciation transferred to 57,610 55,500 statement of P&L Depreciation transferred to 6,374 65,87 6915 63,675 statement of P&L -Irrigation Contribution from GOUP

-ixed Assets Costing More 21 29 Than 21500,00 But Less Than 25000.00 Procured and Depreciated Fully During The Year

2.1 The Land measuring 14.37 acres transferred free of cost by Govt. of Uttarakhand for construction of Koteshwar Hydro Electric Pro ect (4x100 MW) to the Company has been accounted for at notional value of MA. 2.2 The land under submergence has been amortised considering the rate of depreciation provided by the CERC in the tariff regulations and the fact that it will not have any economic value due to deposit of silt and other foreign materials. 2.3 Details regarding title deeds of the land owned by the Company are disclosed vide Note No. 41.5 2.4 Details regarding unauthorized of the occupants on the land owned by the Company is disclosed vide Note No. 41.6 THDC INDIA LIMITED Note :-3 CAPITAL WORK IN PROGRESS & INTANGIBLE ASSETS UNDER DEVELOPMENT Amount In lakh r For the Period Ended 31-Mar-2020 Particulars Note No. As at 01-Apr- Addition During Adjustment Capitalisation As at 31-Mar- 2019 The Period 01- During the During The 2020 Apr-2019 To 31- Period 01-Apr- Period 01-Apr- Mar-2020 2019 To 31-Mar- 2019 To 31-Mar- 2020 2020 A. Construction Work In Progress Building & Other Civil Works 6,913 8,853 (407) (3,587) 11,772 Roads, Bridges & Culverts 2,139 1,492 - (1,127) 2,504 Water Supply,Sewerage & Drainage 240 264 - - 504 Generation Plant And Machinery 1,43,787 35,716 (14) (12,234) 1,67,255 Hydraulic Works,Dam,Spillway, Water 2,45,270 61,459 1,280 (21,370) 2,86,639 Channels,Weirs,Service Gate & Other Hydraulic Works Afforestation Catchment Area 8,999 762 (112) (849) 8,800 Electrical Installation & Sub-Station Equipments 21 746 (4) (677) 86 Development of Coal Mine 3,761 0 0 0 3,761 Development of Solar Power 2,583 0 0 (2,583) 0 Others 182 233 (28) 387

Expenditure Pending Allocation Survey & Development Expenses 9,816 25 - (32) 9,809 Expenditure During Construction 30.1 2,856 26,239 29,095 Less: Expenditure During Construction allocated/ charged 30.1 24,896 24,896 to P&L

Rehabilitation Rehabilitation Expenses 31,350 4,473 - (29,076) 6,747

Less: Provision for CWIP 3,483 0 0 0 3,483

tal 4,54,434 1,15,366 743 (71,563) 4,98,980 1110igures For Previous Period 3,95,640 72,975 (1,845) (12,336) 4,54,434 Intangible asset Under Development 0 0 0 0 0

Figures For Previous Period 33 65 (29) (69) 0 3.1 CWIP mainly constitutes value of ongoing projects under construction such as Tehri PSP, VPHEP & Khurja etc as the construction work :is under process, no impairment arises. THDC INDIA LIMITED Note :-4 NON CURRENT- FINANCIAL ASSETS- LOANS Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Loans To Employees Considered Good- Secured 1,650 1,924 Considered Good- Unsecured 945 762 Interest Accrued On Loans To Employees Considered Good- Secured 2,549 2,665 Considered Good- Un secured 189 180 Total Loans to Employees 5,333 5,531 Less: Fair valuation Adjustment of secured loans 1,186 1,238 Less: Fair valuation Adjustment of unsecured loans 266 3,881 214 4,079

Loans To Directors Considered Good- Secured 0 0 Considered Good- Unsecured 8 0 Interest Accrued On Loans To Directors Considered Good- Secured 0 0 Considered Good- Unsecured 1 0 Total Loans to Directors 9 0 Less: Fair valuation Adjustment of secured loans 0 0 Less: Fair valuation Adjustment of unsecured loans 1 8 0 0

SUB-TOTAL 3,889 4,079

LESS:- Provision For Bad & Doubtful Advances 0 0 TOTAL - ADVANCES 3,889 4,079

Note :- Due From Directors Principal I 8 0 Interest 1 0 TOTAL 9 0' Less: Fair Valuation Adjustment 1 8 0 0 Note :- Due From Officers Principal 1 1 Interest 1 1 TOTAL 2 2 Less: Fair Valuation Adjustment 0 2 0 2 THDC INDIA LIMITED Note :-5 NON CURRENT- FINANCIAL ASSETS-ADVANCES Amount In Iakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 Advances

Other Advances ( Un Secured) (Advances Recoverable In Cash or In Kind or For Value To Be Received)

To Employees 1 0 To Others 0 1 0 0

Deposits Other Deposit 0 0 0 0

TOTAL 1 0 THDC INDIA LIMITED Note :-6 DEFERRED TAX ASSET Amount In Iakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Deferred Tax Liability (2,975) (2,975) Deferred Tax Asset 96,946 93,971 92,079 89,104

Total 93,971 89,104 THDC INDIA LIMITED to :-7 N CURRENT TAX ASSETS Amount In Iakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Tax Deposited 2,455 6,785

TOTAL 2,455 6,785 THDC INDIA LIMITED Note :-8 OTHER NON CURRENT ASSETS Amount In Iakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Prepaid Expenses 0 40 Interest Accrued but not due 0 0 0 40 Deferred Employee Cost due to Fair Valuation 1,453 1,452

Sub Total 1,453 1,492

Capital Advances

Unsecured i) Against Bank Guarantee (Bank Guarantee of Z 93,355 59,337 101893 Lakh ) ii) Rehabilitation & Resettlement and payment to 28,746 26,552 eious Government agencies iii) Others 39,388 40,435 iv) Accrued Interest On Advances 7,749 1,69,238 5,528 1,31,852

Less: Provision for Doubtful Advances 12,402 12,402

SUB TOTAL - CAPITAL ADVANCES 1,56,836 1,19,450

TOTAL 1,58,289 1,20,942 THDC INDIA LIMITED Note :-9 INVENTORIES Amount In Iakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 Inventories (At Cost Determined On Weighted Average Basis or Net Realizable Value Whichever is Lower) Other Civil And Building Material 100 104 Mechanical and Electrical Stores & Spares 2,835 2,694 Others (including Stores & Spares) 301 287 Material Under Inspection (Valued At Cost) 9 3,245 25 3,110

Less. Provision For other stores 3 50 TOTAL 3,242 3,060 THDC INDIA LIMITED Note :-10 TRADE RECEIVABLES Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 (i) Debts Outstanding Over Six Months (Net) Unsecured, Considered Good 1,25,714 41,692 Credit Impaired 10,076 1,35,790 14,576 56,268 Less:- Provision For Bad And Doubtful Debts 10,076 14,576 (ii) Other Debts (Net) Unsecured, Considered Good 61,180 1,16,681 Credit Impaired 0 61,180 0 1,16,681

TOTAL 1,86,894 1,58,373

THDC INDIA LIMITED Note :-11 CASH AND CASH EQUIVALENTS Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 Cash & Cash Equivalents Balances With Banks (Including Auto sweep, Deposit with 2,518 4,576 Banks) Cheques,Drafts on hand 2 1 TOTAL 2,520 4,577

THDC INDIA LIMITED lito :-12 BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS Amount In lakh ? Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 Other Bank Balances Others ( Balance with Bank not available for use by the 58 676 company) TOTAL 58 676

12.1 Balance with Bank not available for use by the company includes lien balances against LC/ Court Order THDC INDIA LIMITED Note :-13 CURRENT- FINANCIAL ASSETS- LOANS Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Loans To Employees Considered Good- Secured 616 702 Considered Good- Unsecured 271 262 Interest Accrued On Loans To Employees Considered Good- Secured 174 196 Considered Good- Un secured 9 5 Total loan to Employees 1,070 1,165 Less: Fair valuation Adjustment of Secured Loans 187 147 Less: Fair valuation Adjustment of Unsecured Loans 41 842 31 987

Loans To Directors Considered Good- Secured 0 0 Considered Good- Unsecured 2 0 Interest Accrued On Loans To Directors Considered Good- Secured 0 0 Considered Good- Unsecured 0 0 Total loan to Directors 2 0 Less: Fair valuation Adjustment of Secured Loans 0 0 Less: Fair valuation Adjustment of Unsecured Loans 0 2 0 0

SUB-TOTAL 844 987

LESS:- Provision For Bad & Doubtful Advances 8 8 TOTAL ADVANCES 836 979

Note :- Due From Directors Principal 2 0 0 Interest 0 0 TOTAL 2 0 Less: fair Valuation Adjustment 0 2 0 0 Note :- Due From Officers Principal 0 0 Interest 0 0 TOTAL 0 0 Less: fair Valuation Adjustment 0 0 0 0

THDC INDIA LIMITED Note :-14 CURRENT- FINANCIAL ASSETS- ADVANCES Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Other Advances (Un Secured) (Advances Recoverable In Cash or In Kind or For Value To Be Received)

To Employees 478 251 To Others 35 513 35 286

Deposits iSecurity Deposit 1,272 915 eposit with Govt/Court 48,312 3,088 ther Deposit 2 49,586 24 4,027

TOTAL 50,099 4,313 THDC INDIA LIMITED Note :-15 CURRENT- FINANCIAL ASSETS- OTHERS Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Others Unbilled Revenue 25,706 11,755

TOTAL 25,706 11,755 15.1 Unbilled revenue includes sales for the month of March, 2020 bil ed in April, 2020 of X11158 Lakh (P Y. M755 Lakh) and balances of beneficiaries against pending tariff petition of M4548 Lakh (Recoverable M6196 Lakh and Payable M648 Lakh) [P. Y. NIL (Rcoverable NIL and Payable Nil )]. THDC INDIA LIMITED Note :-16 CURRENT TAX ASSETS (NET) Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Tax Deposited 6,037 2,264

TOTAL 6,037 2,264 THDC INDIA LIMITED Note :-17 OTHER CURRENT ASSETS Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Prepaid Expenses 4,007 2,971 Interest Accrued 6 16 BER Assets held for disposal 44 16 Deferred Employee Cost due to Fair Valuation 228 178

SUB-TOTAL 4,285 3,181 Other Advances ( Un Secured) To Employees 18 35 For Purchases 1,240 1,255 To Others 1,871 1,532 3,129 2,822 Less: Provision for Misc. Recoveries 1,441 1,441 SUB TOTAL -OTHER ADVANCES 1,688 1,381 TOTAL 5,973 4,562 THDC INDIA LIMITED Note :-18 REGULATORY DEFERRAL ACCOUNT DEBIT BALANCE Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Opening Balance 8,781 0 Net movement during the year 9,841 8,781 Closing Balance 18,622 8,781 Less: Tax on net movement of Regulatory deferal account 869 1,616 balances TOTAL 17,753 7,165 18.1 Regulatory deferral account debit balance is due to impact of pay arrears due to pay revision w.e. f. 01.01.2017 of '12508 Lakh, Exchange Rate Variation of 5870 Lakh and tax & others of r244 Lakh THDC INDIA LIMITED Note :-19 SHARE CAPITAL Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 Number of Amount Number of Amount Shares Shares Authorised Equity Shares oft 1000 /= each 4,00,00,000 4,00,000.00 4,00,00,000 4,00,000.00

Issued Subscribed & Paid-up 3,66,58,817 3,66,588 3,65,48,817 3,65,488 Equity Shares oft 1000 /. each Fully Paid up TOTAL 3,66,58,817 3,66,588 3,65,48,817 3,65,488 Note :-19.1 DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES IN THE COMPANY Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 Number of % Number of 0/0 Shares Shares Share holding more than 5 %

I. NTPC Ltd. (Including Nominee Shares) 2,73,09,412 74.496 0 0.000 II. GOI (Including Nominee Shares) 0 0.000 2,71,99,412 74.419 III. GOUP (Including Nominee Shares) 93,49,405 25.504 93,49,405 25.581 TOTAL 3,66,58,817 100 3,65,48,817 100 Note :-19.2 RECONCILIATION OF NO. OF SHARES & SHARE CAPITAL OUTSTANDING Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 Number of Amount Number of Amount Shares Shares Spening 3,65,48,817 3,65,488 3,62,74,317 3,62,743 Issued 1,10,000 1,100 2,74,500 2,745 Closing 3,66,58,817 3,66,588 3,65,48,817 3,65,488 19.3 The Company has only one class of shares having a par value of 71000/- per share. The holders of the equity shares are entitled to receive dividends as declared from time to time and are entitled to voting rights proportionate to their share holding at the meetings of shareholders.

THDC INDIA LIMITED Note :-20 OTHER EQUITY Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Share Application Money Pending Allottment 0 400 Retained Earnings 5,84,553 5,07,118 Debenture Redemption Reserve 3,900 4,500 Other Comprehensive Income (1,794) (112)

TOTAL 5,86,659 5,11,906 20.1 In accordance with the applicable provisions of the Companies Act, 2013 read with rules and in line with MCA Notificatbn No. G.S.R. 574 (E) dated 16.08.2019, the Company has created Debenture Redemption Resreve out of profits of the Company @ 10% of the value of bonds on a prudent basis, every year in equal installments till the year prior to the year of redemption of bonds for the purpose of redemption of bonds_ THDC INDIA LIMITED Note :-21 NON CURRENT- FINANCIAL LIABILITIES- BORROWINGS Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 A. BONDS *BOND ISSUE SERIES-I- SECURED (7.59% p.a. 10 Years Secured Redeemable Non- 60,000 60,000 Convertible Bonds of ?1000000/- each). (Date of redemption 03.10.2026) **BOND ISSUE SERIES-II- SECURED (8.75% p.a. 10 Years Secured Redeemable Non- 1,50,000 0 Convertible Bonds of Z1000000/- each). (Date of redemption 05.09.2029) TOTAL (A) 2,10,000 60,000

B.SECURED

***POWER FINANCE CORPORATION Ltd. (PFC)- 78302003 (For Tehri HPP) (Repayable within 15 years on Quarterly instalment from 22,569 31,597 15th october 2008 to 15th July 2023, presently carrying floating interest rate @9.50%)

#POWER FINANCE CORPORATION Ltd. (PFC) - 78302002 (For KHEP) (Repayable within 10 years on Quarterly instalment from 8,775 20,475 15th January2012 to 15th october 2021, presently carrying floating interest rate @9.50 % p.a.)

#Rural Electrification Corporation Ltd. (REC) (For KHEP) -GE-PSU-033-2010-3754) repayable within 10 years on Quarterly instalment from 8,759 15,767 th September 2012 to 30 June 2022, carrying floating interest rate @ 9.35% p.a.)

***Rural Electrification Corporation Ltd. (REC)-330001- (For Tehri HPP)

(Repayable within 15 years on Quarterly instalment from 9,518 19,036 September 2007 to March 2022, carrying floating interest rate @ 9.35% p.a.)

@Punjab National Bank (For PSP) PNB ( Repayable within 5 years on Quarterly Installments 42,000 56,000 from 30.06.2019 to 31.03.2024 Carrying Floating Interest rate @ 1 year MCLR p.a. i.e. presently 8.05% ) TOTAL (B) 91,621 1,42,875

C.UNSECURED Foreign currency Loans (Guaranteed by Govt. of India )

$World Bank Loan -8078-IN (For VPHEP) (repayable within 23 years on half yearly instalment from 93,049 62,326 15th Nov. 2017 to 15th May 2040 , carrying interest rate @LIBOR +variable spread.p.a. i.e. presently 2.61%)

TOTAL (C) 93,049 62,326 D. LEASE OBLIGATIONS 110 Unsecured 1,026 0

TOTAL (A+B+C+D) 3,95,696 2,65,201 ," The Bonds series I are secured by first charge on paripassu basis on movable assets of Tehri HPP Stage-I

* The Bonds Series II are secured by first charge on paripassu basis on movable assets of Tehri HPP Stage-I including book debts.

*" Long Term Loan Secured by first Charge on Pan Passu basis on Assets of Tehri Stage-I i.e Dam, Power House Civil Construction, Power House Electrical & Mechanical equipments not covered under other borrowings and Project township of Tehri Dam and HPP together with all rights and interest appertaining there to.

# Long Term Loan secured by first charge on Pan Passu basis on assets of Koteshwar HEP.

@ Medium Term Loan secured aginst first charge on Pan Passu basis on assets of Tehri PSP.

$ With negative lien on the equipments financed under the respective loan ranking pari-passu.

21.1 There has been no default in repayment of any of the Loans or interest thereon during the year.

21_2 Details regarding moratorium facilities availed in respect of borrowings has been disclosed vide note no 41 8 THDC INDIA LIMITED Note :-22 NON CURRENT FINANCIAL LIABILITIES Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Liabilities

Deposits, Retention Money From Contractor etc. 2,757 2,042 Less: Fair Value Adjustment- Security Deposit/ Retention 219 2,538 248 1,794 Money

TOTAL 2,538 1,794 THDC INDIA LIMITED Note :-23 OTHER NON CURRENT LIABILITIES Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Deferred Revenue On Account of Advance Against 20,511 21,271 Depreciation

Contribution Towards Irrigation Component Contribution Received From Government of Uttar 1,44,118 1,44,118 Pradesh Towards Irrigation Sector LESS:- Adjustment Towards Depreciation 80,771 63,347 74,397 69,721 Other Liabilities 0 0 Defered Fair Valuation Gain- Security Deposit/ Retention 219 248 4bn ey 84,077 91,240 i TOTAL THDC INDIA LIMITED Note :-24 NON CURRENT PROVISIONS Amount In lakh r (Figures In Parenthesis Represent Deduction) For the Period Ended 31-Mar-2020 Particulars Note No. As at 01-Apr- Addition Adjustment Utilisation As at 31-Mar- 2019 2020

I. Employee Related 38,671 2,556 (3,838) (3,702) 33,687

II. Others 812 0 (134) (12) 666

TOTAL 39,483 2,556 (3,972) (3,714) 34,353

Figure for Previous Period 35,087 4,651 3,492 (3,747) 39,483 24.1 Disclosure required by Ind AS-19 on employee benefit has been made in Note No 41.17 24.2 Provision for others mainly includes provision for rehabilitation expenses THDC INDIA LIMITED Note :-25 CURRENT- FINANCIAL LIABILITIES- BORROWINGS Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 Short term Loan From Banks and Financial Institutions

A. Secured loans:

#Bank of India (Carrying Floating Interest Rate @ 1 month 0 59,958 MCLR- 8.30%+0.10% margin presently 8.40% )

& State Bank of India (Carrying Floating Interest Rate with 16,000 0 one month MCLR+0.15% presently 7.6% )

@Punjab National Bank (Carrying Floating Interest Rate @ 23,500 0 6 month MCLR presently 7.85% )

*Over Draft (OD) From Banks Punjab National Bank ( Carrying Floating Interest Rate @ 72,006 61,882 one year MCLR i.e. presently 8.05%)

TOTAL 1,11,506 1,21,840 # Short Term Loan from Bank of India is secured by way of first charge on book debts/ receivables of the company.

& Short Term Loan from State Bank of India is secured by way of Trade receivables of Koteshwar HER

Q Short Term Loan from PNB is Secured by way of 2nd charge on Block of Assets of Teheri Stage-I and Koteshwar HEP

.D. is secured by way of 2nd Charge on Block of Assets of Tehri Stage-1 and Koteshwar HEP including machinery spares, tools & csesories, fuel stock, spares & material at project site. 25.1 Details regarding moratorium facilities availed in respect of borrowings has been disclosed vide note no. 41.8. THDC INDIA LIMITED Note :-26 CURRENT- FINANCIAL LIABILITIES- OTHERS Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 Current maturity of Long Term Debt

A.SECURED * 54,753 51,253 ( Indian Currency Loan)

TOTAL (A) 54,753 51,253

B.UNSECURED * 4,762 3,184

TOTAL (B) 4,762 3,184

Current Maturities of Lease Obligations- Unsecured 562 0

TOTAL 60,077 54,437 Liabilities

For Expenditure For Micro And Small Enterprises. 5 22 • or Others 10,099 10,104 15,615 15,637

Deposits, Retention Money From Contractors etc. 6,822 6,404 Less: Fair Value Adjustment- Security Deposit/ Retention 0 6,822 0 6,404 Money Defered Fair Valuation Gain- Security Deposit/ Retention 0 0 Money

Interest Accrued But Not Due Bondholders and Financial Institutions 12,151 4,665 Other Liabilities 0 12,151 0 4,665

TOTAL 29,077 26,706

TOTAL LIABILITIES 89,154 81,143 * Detail in respect of Rate of Interest and Terms of repayment of Current Maturity of Secured and unsecured Long Term Debt indicated above are disclosed in Note-21. THDC INDIA LIMITED Note :-27 OTHER CURRENT LIABILITIES Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 Liabilities Deferred revenue on Account of Advance Against 760 0 Depreciation Other Liabilities 6,786 3,857 TOTAL 7,546 3,857

N)\ THDC INDIA LIMITED Note :-28 CURRENT PROVISIONS Amount In lakh r (Figures In Parenthesis Represent Deduction) For the Period Ended 31-Mar-2020 Particulars Note No. As at 01-Apr- Addition Adjustment Utilisation As at 31-Mar- 2019 2020

I. Works 563 1,755 0 (487) 1,831

II. Employee Related 10,384 9,118 (897) (9,419) 9,186

Ill. Others 1,346 515 (38) (161) 1,662

TOTAL 12,293 11,388 (935) (10,067) 12,679

Figure for Previous Period 21,015 14,146 (4,822) (18,046) 12,293 28.1 Disclosure required by lnd AS-19 on employee benefit has been made in Note No 41.17 28.2 Provision for others mainly includes provision for rehabilitation expenses and works. THDC INDIA LIMITED Note :-29 CURRENT TAX LIABILITIES (NET) Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019 INCOME TAX Opening Balance 4,494 0 Addition during the period 17,255 32,557 Adjustment during the period 0 0 Utilised during the period (21,749) (28,063) Closing Balance 0 4,494 THDC INDIA LIMITED Note :-30 REGULATORY DEFERRAL ACCOUNT CREDIT BALANCE Amount In lakh r Particulars Note No. As at 31-Mar-2020 As at 31-Mar-2019

Opening Balance 56,997 51,071 Net movement during the year 4,866 5,926 Closing Balance 61,863 56,997 30.1 Regulatory deferral account credit balance is due to deferred tax adjustment recoverable from beneficiaries. THDC INDIA LIMITED Note :-30.1 EXPENDITURE DURING CONSTRUCTION Amount In lakh r Particulars Note No. For the Period Ended 31-Mar- For the Period Ended 31-Mar- 2020 2019 EXPENDITURE

EMPLOYEE BENEFITS EXPENSES 31 Salaries, Wages, Allowances & Benefits 14,720 15,319 Contribution to Provident & Other Funds 995 954 Pension Fund 1,341 707 Gratuity 599 494 Welfare 410 258 Amortisation Expenses of Deferred Employee Cost 2 18,067 10 17,742

OTHER EXPENSES 33 Rent Rent for office 15 63 Rent for Employee Residence 101 116 202 265 Rate and taxes 130 22 Power & Fuel 927 510 Insurance 28 35 Communication 97 127 Repair & Maintenance Plant & Machinery 2 2 Consumption of Stores & Spare Parts 0 0 Buildings 397 323 Others 181 580 228 553

Travelling & Conveyance 160 226 Vehicle Hire & Running 464 543 Security 198 305 Publicity & Public relation 19 93 Other General Expenses 3,506 1,306 0 Loss on sale of assets 2 3 Survey And Investigation Expenses 282 13 Interest others 156 87

DEPRECIATION 2 1,889 1,260 TOTAL EXPENDITURE (A) 26,621 23,090

RECEIPTS OTHER INCOME 32 Interest From Bank Deposit 11 5 From Employees 61 84 Employee Loans & Advances- Adjustment on Account of 2 10 Effective Interest From Others 0 74 4 103

Machine Hire Charges 1 1 Rent Receipts 75 67 Sundry Receipts 335 146 Excess Provision Written Back 1 41 Fair Value Gain- Security Deposit/ Retention Money 128 88

TOTAL RECEIPTS (B) 614 446

NET EXPENDITURE BEFORE TAXATION 26,007 22,644 ROVISION FOR TAXATION 37 NET EXPENDITURE INCLUDING TAXATION 26,007 22,644 ifActurial Gain/ (Loss) through OCI 39 (232) (45)

Balance Brought Forward From Last Year 2,856 4,023

TOTAL EDC 29,095 26,712 Less:- EDC Allocated To CWIP / Asset 24,184 23,368 EDC Of Projects Under Approval Charged To Profit & 712 24,896 488 23,856 Loss Account

Balance Carried Forward To CWIP 4,199 2,856 I f 11J%, 1111J1P1 1-1111111 1-.1../ Note :-31 REVENUE FROM CONTINUING OPERATIONS Amount In lakh r Particulars Note No. For the Period Ended 31-Mar- For the Period Ended 31-Mar- 2020 2019 Income from Beneficiaries against Sale of Power 2,07,479 1,97,656 Income from Beneficiaries against Sale of Power due to 2,851 44,877 Tariff Adjustment Less: Rebate to Customers 379 2,09,951 694 2,41,839

Deviation Settlement/ Congestion Charges 2,344 3,002

Consultancy Income 15 85 TOTAL 2,12,310 2,44,926

31.1The Company has filed tariff petitions before the Hon'ble CERC for Tehri HEP & Koteshwar HEP for determination of Tariff for the period 2019-24. Pending tariff determination for 2019-24, sales revenue for current financial year has been recognized based on Audited & Certified AFCs of FY 2019-20 worked out as per the principles enunciated in CERC Tariff Regulations, 2019 applicable for the period 2019-24. The Company has also filed tariff truing up petitions before the Hon'ble CERC for Tehri HEP & Koteshwar HEP for determination of trued up tariff for the period 2014-19. Pending the above tariff determination for 2014-19, sales revenue has also been recognized on the basis of Audited & Certified AFCs for the period 2014-19 worked out in truing up petition as per the principles enunciated in CERC Tariff Regulations, 2014 applicable for the period 2014-19. Besides, Hon'ble CERC has disposed off the review tariff petitions of Koteshwar HEP for the period 2011-14 & 2014-19 and granted modified tariff vide its Orders dated 16.04.2019 and 04.06.2019 respectively. Impact of said Tariff Orders and truing up petitions relating to previous years amounting to ?2851 Lakh has been shown as tariff adjustment. Tariff adjustment includes interest due to tariff adjustment of t'112 Lakh (P. Y. r26908 Lakh) p'12 In compliance of the opinion on late payment surcharge issued by Expert Advisory Committee (EAC) of Institute of Chartered ountant of India, late payment surcharge of "22568 Lakh. Previous year ?31176 Lakh has now been booked under other income instead ,crevenue of operation. THDC INDIA LIMITED Note :-32 OTHER INCOME Amount In lakh r Particulars Note No. For the Period Ended 31-Mar- For the Period Ended 31-Mar- 2020 2019 Interest On Bank Deposits (Includes TDS Z 255932.00 Previous 289 59 year Z 117652.00 ) From Employees 223 316 Employee Loans & Advances- Adjustment on Account of 177 246 Effective Interest Others 9 698 5 626

Machine Hire Charges 1 2 Rent Receipts 145 144 Sundry Receipts 559 339 Excess Provision Written Back 4,538 7,277 Profit on Sale of Assets 30 26 Late Payment Surcharge 22,568 31,176 Fair Value Gain- Security Deposit/ Retention Money 301 265 TOTAL 28,840 39,855 Less: Transferred To EDC 30.1 614 446 TOTAL 28,226 39,409

THDC INDIA LIMITED Note :-33 EMPLOYEE BENEFITS EXPENSES Amount In lakh r do Particulars Note No. For the Period Ended 31-Mar- For the Period Ended 31-Mar- 2020 2019 Salaries, Wages, Allowances & Benefits 43,087 49,754 Contribution to Provident & Other Funds 3,020 3,284 Pension Fund 4,156 2,468 Gratuity 1,968 1,930 Welfare Expense 1,690 1,243 Amortisation Expenses of Deferred Employee Cost 176 246

TOTAL 54,097 58,925 Less: Transferred To EDC 30.1 18,067 17,742 TOTAL 36,030 41,183

THDC INDIA LIMITED Note :-34 FINANCE COSTS Amount In lakh r Particulars Note No. For the Period Ended 31-Mar- For the Period Ended 31-Mar- 2020 2019 Finance Costs Interest On Bonds 12,013 4,554 Interest On Domestic Loans 19,078 24,681 Interest On Foreign Loans 2,467 2,215 Interest On Cash Credit 4,560 719 FERV 7,117 3,931 Payment as per Income Tax Act 195 282 terest Others 453 265 TOTAL 45,883 36,647 LESS:- Transferred And Capitalised With CWIP Account 21,693 16.606 Interest others transferred to EDC 156 87 TOTAL 24,034 19,954 THDC INDIA LIMITED Note :-35 GENERATION ADMINISTRATION AND OTHER EXPENSES Amount In Iakh r Particulars Note No. For the Period Ended 31-Mar- For the Period Ended 31-Mar- 2020 2019 Rent Rent for office 25 176 Rent for Employees Residence 254 279 417 593 Rate and taxes 311 99 Power & Fuel 1,999 1,775 Insurance 2,122 2,169 Communication 312 318 Repair & Maintenance Plant & Machinery 3,348 2,228 Consumption of Stores & Spare Parts 701 559 Buildings 1,630 1,071 Others 2,070 7,749 1,656 5,514

Travelling & Conveyance 636 770 Vehicle Hire & Running 1,185 1,448 Security 5,326 4,929 Publicity & Public relation 132 212 Other General Expenses 6,754 4,628 Loss on sale of assets 8 23 Survey And Investigation Expenses 995 501 Research & Development 480 259 Expenses on Consultancy Project/ Contract 6 6 Expenditure On CSR & S.D. Activities 2,148 1,735 TOTAL 30,442 24,979 LESS:- Transferred To EDC 30.1 6,509 4,001 TOTAL 23,933 20,978 THDC INDIA LIMITED 4kto :-36 PROVISIONS Amount In Iakh r Particulars Note No. For the Period Ended 31-Mar- For the Period Ended 31-Mar- 2020 2019 Provisions For Doubtful Debts, CWIP and Loans & 0 4,924 Advances Provisions For Stores & Spares 0 61

TOTAL 0 4,985 LESS:- Transferred To EDC 30.1 0 0 TOTAL 0 4,985

36.1 Provision of stores is mainly due to obsolescence THDC INDIA LIMITED Note :-37 PROVISION FOR TAXATION Amount In lakh r Particulars Note No. For the Period Ended 31-Mar- For the Period Ended 31-Mar- 2020 2019 INCOME TAX Current Year 16,312 30,659

Sub Total 16,312 30,659

TOTAL 16,312 30,659 THDC INDIA LIMITED Note :-38 NET MOVEMENT IN REGULATORY DEFERRAL ACCOUNT BALANCE Amount In lakh r Particulars Note No. For the Period Ended 31-Mar- For the Period Ended 31-Mar- 2020 2019

Net Movement in Regulatory Deferral Account Balances 4,975 2,855

Tax on Net Movement in Regulatory Deferral Account (869) (1,616) Balances

TOTAL 4,106_ 1,239 THDC INDIA LIMITED Note :-39 RE- MEASUREMENTS OF THE DEFINED BENEFIT PLANS Amount In lakh r Particulars Note No. For the Period Ended 31-Mar- For the Period Ended 31-Mar- 2020 2019

Acturial Gain/ (Loss) through OCI (1,479) (344)

Sub Total (1,479) (344) LESS:- Transferred To EDC 30.1 (232) (45)

TOTAL (1,247) (299) 40.1 Disclosures on Financial Instruments and Risk Management: Ind AS 107 is applicable on Financial instruments. The definition of Financial instruments is inclusive and cover financial assets and financial liabilities. Explained below are the nature and extent of risks arising from financial instruments to which THDCIL is exposed during the period and at the end of the reporting period, and also how THDCIL is managing these risks. i) Credit risk Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities including loans etc given to employees. ii) Liquidity risk Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. Covid-19 has generted an additional liquidity risk in the market segment iii) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: 1. Currency rate risk, 2. Interest rate risk and 3. Other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and investments. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial environment :-The company operates in a regulated environment. Tariff of the company is fixed by the Central Electricity Regulatory Commission (CERC) through Annual Fixed Charges (AFC) comprising the following five components: 1. Return on Equity (RoE), 2. Depreciation, 3. Interest on Loans, 4. Operation & Maintenance Expenses and 5. Interest on Working Capital Loans. In addition to the above Foreign Currency Exchange variations and Taxes are also recoverable from Beneficiaries in terms of the Tariff Regulations. Hence variation in interest rate, currency exchange rate variations and other price risk variations are recoverable from tariff and do not impact the profitability of the company. Management of those Risks (mitigate)- 1. The Company extends credit to customers in normal course of business. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored and any expected losses are provided for as well. 2. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are mainly state owned PSU DISCOM's. 3. CERC tariff regulations 2019-24 allows the Company to raise bills on beneficiaries for late-payment surcharge, which adequately compensates the Company for time value of money arising due to delay in payment. 4. Further, the fact that beneficiaries are primarily State Governments/ State DISCOM's and considering the historical credit loss experience for trade receivables, the Company does not envisage either impairment in the value of receivables from beneficiaries or loss due to time value of money due to delay in realization of trade receivables. 5. The Company assesses outstanding trade receivables on an ongoing basis considering changes in operating results and payment behavior and provides for expected credit loss on case-to-case basis. 6. As at the reporting date, company does not envisage any default risk on account of non-realization of trade receivables. 40.2 Impairment of financial assets: In accordance with Ind AS-109, the Company has applied Expected Credit Loss (ECL) model in the FY 2018-19 for measurement and recognition of impairment loss on the following financial assets: a) Financial assets that are debt instruments and are measured at amortized cost. b) Financial assets that are debt instruments and are measured as at FVTOCI. c) Trade Receivables under Ind AS 115, Revenue Recognition. d) Lease Receivable under Ind AS 116, Leases. The ECL model allows either of the 2 approaches- General approach or the Simplified approach. The company has followed "simplified approach" for the above cases. This required the expected life time losses to be recognized from initial recognition of the receivables. For recognition of impairment loss on other financial assets, the company assess whether there has been a significant increase in the credit risk since initial recognition. If credit risk is not increased significantly, Lifetime ECL is used. For assessing increase in credit risk and impairment loss, the Company assesses the credit risk characteristics on item by item basis. If, in a subsequent period, credit quality of the instrument/item improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing the impairment loss allowance based on the 12-month ECL. 40.3 COVID — 19 Risk To contain the spread Covid-19 Nationwide lockdown was declared w.e.f., 22nd March. Due to this the Company's Operation & Construction activities have been adversely affected during lockdown period on account of shortage of workforce, restriction on inter-state transportation of material, equipment etc. Productivity was also affected due to reduced office hours as well as rostering of staff as per guideline. The work of all under construction project of THDCIL i.e., Tehri PSP (1000MW), VPHEP (440MW), Khurja STPP (1320MW) & Solar Power Project, Kasargod (50MW) were halted during complete lockdown period. Subsequently, as per the guidelines and SOP issued by MHA , the work was partially started w.e.f., 20th April 2020 after taking all recommended safety measures with limited workforce & resources with supply constraints due to transportation bottleneck. This has badly impacted the progress of work which may delay the projects by approximately 6 months. Regarding operational projects, generation during lockdown was less than the planned generation due to low demand. But the planned generation for 2020-21 has been revised and initial generation loss shall be made up in subsequent months. Hence there will not be generation loss on an annualized basis. Hon'ble CERC relaxed the provisions of Regulation 59 of 2019 Tariff Regulations. As per the above relaxation, for delayed payment by the distribution companies to the generating companies beyond 45 days from the date of the presentation of the bills falling between 24.03.2020 and 30.06.2020, the concerned distribution companies shall make the payment with LPS at the reduced rate of 1% per month in place of 1.5%. This shall affect the revenue of the company on delayed payments. MoP, Gol vide their letter 15.05.2020 and Corrigendum dated 16.05.2020 has advised that all Center Public Sector generating companies may consider to offer rebate to the extent of 20 to 25% to the Distribution Companies (Discoms) on power billed (Fixed Cost) for the lockdown period to be passed on to consumers by Discoms. Accordingly, THDCIL has examined the matter and proposes to offer rebate to Discoms amounting to approx. z. 3566 Lakh. • Due to COVID-19 and consequent lockdown in the country, revenue collection from electricity consumers has been adversely affected resulting into acute financial stress on Discoms. This has impaired the capability of Discoms to make payments to Generators for power purchased. Due to this, cash flow of THDCIL also been affected. Gol under Atmanirbhar Bharat package has decided liquidity infusion of 290000 Crore to Discoms against receivables and loans to be given against State guarantees for exclusive purpose of discharging liabilities of Discoms to power generating companies. This will facilitate in clearing significant part of the outstanding dues of the generating companies in coming months. This move of the Govt. will help in realizing the long pending outstanding dues from Discoms and improve liquidity of THDCIL. 41 Other explanatory notes on accounts: 1. Estimated amount of contracts remaining to be executed on capital account including R & R and environment demands, not provided for (net of advances) is Z 680551 Lakh (PY Z 199727 Lakh). 2. Contingent Liabilities — (Z in Lakh)

1 SI As at 1 ' Particulars 1 No. 31.03.2020 31.03.2019 1- 1 A. Capital Works 50472 19392 B I Land Compensation cases 6458 6362 C State/Central Govt. deptt/Authorities 71348 59869 D Others 282011 264892 E Possible reimbursement in respect of A NIL NIL to D of above. F Disputed Tax Matters 824 757 G Total 411113 351272 H Amount deposited by the Company in 45550 550 different Arbitration / Court cases / Income Tax/ Trade Tax against the above 3. Company has been receiving FDRs/ CDRs with right to present before bank / financial institutions for claiming face value only against EMD/ SD. The company has FDRs/ CDRs amounting to 141 Lakh and 332 Lakh. (PY 145 Lakh and 568 Lakh towards EMD and security deposit respectively besides this deposits money from contractors amounting to 9579 Lakh (PY 8445) as disclosed in Note 22 & Note 26 The same have been fair valued on the basis of effective interest rate and the same are accounted as well. 4. The amount of borrowing cost capitalized and transferred to EDC during the year 21693 Lakh & 156 Lakh respectively as per note 34 (PY 16606 Lakh & Rs. 88 Lakh) after adjustment of an amount of 46 Lakh (PY 58 lakh) towards interest earned on short term deposit of surplus borrowed funds during the year. Further as per provisions of Ind AS 21, Deferral Account Balances- Debit balance have been recognised Rs.4591 Lakh (PY Rs.1926 Lakh) on account of Exchnage Rate Variation. 5. (i) Initially land was acquired by the then UP Irrigation Dept. and land records were in the name of Tehri Dam. Oustees handed over the land to the then S UP Irrigation Department as mutation was not completed. Subsequent to formation of the Tehri Hydro Development Corporation of India Ltd, land was acquired in the name of the company. Consequent upon change in the name of the company as THDC India Ltd, process of converting all the land records in the present name of the company is under process. Out of total land of 3135.26 Hac. (PY 3033.79 Hac.) acquired by the company for various projects, title has been changed in the present name of the company for 2143.84 Hac. Change of title for the balance land of 991.42 Hac is under process. (ii) Construction of Tehri Hydro Complex was commenced by the Irrigation Dept. of the then Uttar Pradesh State Govt in mid seventies. As the project area is inclusive of forest area, clearance for diversion of forest land for non forest use was sought from the MoEF, Govt. of India. The MoEF, Gol has conveyed clearance for diversion of 2582.9 ha of forest land (2311.4 ha Civil Soyam Land and 271.50 ha reserve forest land) vide their letter No. 8-32/06- FC dated 09Th June 1987 addressed to Secretary Forest, Govt of Uttar Pradesh for construction of Tehri Dam. The said order was partially modified vide letter No. 8-32/86-FC, dated 24/25th June 2004 of MoEF, Govt of India with directives to the Principal Secretary of Forest, Govt. of Uttarakhand for declaring the non forest land cleared for submergence as Reserve Forest / Protected Forest U/s.4 or Sec 29 of the Indian Forest Act, 1927 or the State Forest Act. In view of the above facts the aforesaid land cannot be mutated in the name of the company. The said land remains the property of the State Govt. as Reserved Forest/ Protected Forest. Relying upon clearance of the MoEF, dam reservoir water has been allowed to submerge the said area which has been declared as Reserved Forest. 44.429 ha of Civil Soyam land subject to Forest Conservation Act on which stores, workshop, staff quarters and other utilities etc were constructed by the Irrigation Dept. of the then UP Govt as basic requirement forming integral part of the Tehri Hydro Project. Relying upon office order vide No. 585/Tehri Dam Project/23-C -4/T-18 dated 29.05.1989 issued by the Irrigation Dept of the then UP Govt. (issued for transferring assets of Irrigation Dept in favour of THDC India Ltd) the company has taken possession of the said assets. Lease deed is to be executed on completion of the formalities under process. (iii) THDCIL has acquired 5.974 hac. land in the village Chopra on mutual negotiation basis for dumping excavated muck of Tehri PSP. Out of the said land, title deed has been changed in the present name of the company for 5.217 hac of land. Transfer of title of the balance land is under process. 6. 21 Flats (PY 24 Flats,) net valued Z 5 Lakh (PY Z 6 Lakh) on the land acquired by the company are in unauthorized occupation of various persons. Freehold land includes 0.458 Hectares costing Z 0.14 Lakh located at Sautiyal village encroached by unauthorized occupants. 7. (i) Due to slow progress of VPHEP project owing the various factors beyond control of company i.e. adverse geological conditions, stoppage of work by local and financial crisis of civil work contractor M/s HCC the work progress could not achieved at required level. Considering the acute financial crisis of contractor THDC's Board has approved arrangement for financial regulation of gap funding to M/s HCC for expeditious completion of VPHEP project. A loan of US$ 140.95 million has been drawn as on 31st March 2020 from the World Bank as against original loan sanction amount to US$ 648 million. Due to change in dollar conversion rate, an amount of US$ 100 million has been cancelled by World Bank on the request of the company. Therefore amount availabe for disbursement is US$ 548 million .The disbursement schedule has been extended by World Bank upto June 2021.However the debt servicing has been made as per original loan agreement. (ii) Due to slow progress of Tehri PSP project owing the various factors beyond control of company i.e. adverse geological conditions, delay in permission for mining of aggregate from Asena Quarry, obstruction in dumping of muck, financial crisis of civil work contractor M/s HCC the work progress could not achieved at required level. Considering the acute financial crises of contractor. THDC's Board has approved arrangement for financial regulation of gap funding to M/s HCC for expeditious completion of PSP project. (iii) Investment approval for 1320 MW Khurja Super Thermal Power Plant (STPP) in Dist. Bulanshahar, UP and Amelia Coal Mine in Distt.Singaurali, MP at an estimated cost of 1108942 Lakh and 158716 Lakh at Dec-2017 PL respectively has been accorded on 07.03.2019 and project is expected to be commissioned during the FY 2023-24. (iv) Three units of 24 MW (8MWX3) of Dhukwan Small Hyrod Electric Project have beencompleted Trial Run on 05.01.2020, 09.01.2020 and 12.01.2020 respectively. Accordingly project has been capitalised. The infirm energy 26,48,760 Units generated till date of commercial operation of Project i.e., upto 13.01.2020 and has not been billed pending finalisation of infirm energy rate by SERC/UPPCL. 8. (i) RBI vide Circular No. RBI 2019/186, DOR No. BP.BC/21.04.048/2019/20 Dt.27th March 2020 has permitted all commercial banks to grant moratorium for a period of 3 months on payment of all instalments and interest thereon between 1st March 2020 to 31st May 2020.THDC has availed the above moratorium facility against Medium Term Loan and Short Term Loan from PNB and working capital limit from SBI. Accordingly, the amount due against the instalments amounting to 3500 Lakh and Interest of 506 Lakh have been shown under Current Financial Liabilities-Others vide Note No.26. (ii) The Share Purchase Agreemnt (SPA) has been executed between Government of India and NTPC Ltd. on 25.03.2020.Govt. of India has accorded CCEA approval for the strategic sale of GOI Equity including nominee's shares to M/s NTPC Limited. Accordingly GOI Equity of 273094 Lakh representing 74.496 % of total equity has been transferred to M/s NTPC Ltd. on dated 27.03.2020. Considering this THDCIL has become the subsidiary company of M/s NTPC Limited. Further THDC has received an amount of 1400 Lakh on 26.03.2020 as equity infusion for Gol. However, considering the above facts , the matter has been referred to Gol vide letter no. THDC/Rksh/Fin./Budget/F-B-3/62 Dated 04.05.2020 for decision and the amount so received from GOI has been treated as deposit from Government of India and shown under Other Current Liabilities vide Note No.27. 9. Disclosures under Ind AS-24 "Related Party Disclosures":- (A) List of Related Parties: (i) Name of Companies/entity Principle place of operation NTPC Limited India Govt. of Uttar Pradesh India (ii) Joint Ventures : Nil (iii) Functional Directors & Key Managerial Personnel: SI. Name Position held Period 1 Shri D.V.Singh Chairman & Managing Continue Director 2 Shri. H.L.Arora Director (Technical) Upto 31.08.2019 3 Shri Vijay Goel Director (Personnel) Continue 4 Shri J.Behera Director (Finance) W.e.f.16.08.2019 5 Shri. R.K.Vishnoi Director (Technical) W.e.f.01.09.2019 6 Ms. Rashmi Sharma Company Secretary Continue (iv) Post Employment Benefit Plans: Name of Related Parties Principal place of operation THDC Employees Provident Fund Trust India THDCIL Employees Defined Contribution India Superannuation Pension Trust THDCIL Post Retirement Medical Facility India Fund Trust (v) Others SEWA-THDC, a Company Sponsored Not for Proft Society, registered under Socities Act 1860, to undertake THDCIL's CSR obligation U/s 135 of Companies Act 2013. Summary of transactions with related parties (other than for contractual obligations) - 2148 Lakh disbursed to SEWA-THDC for CSR activities. (vi) Others entities with joint control or significant influence over the Company. The Company is a subsidiary of Central Public Sector Undertaking (CPSU) w.e.f. 27.03.2019 controlled by Central Government by holding majority of shares. Pursuant to Paragraph 25 & 26 of Ind AS 24, entities over which the same government has control or joint control of, or significant influence, then the reporting entity and other entities shall be regarded as related parties. The Company has applied the exemption available for government related entities and have made limited disclosures in the financial statements. Name and nature of relationship with Government SI. Name of Related Parties Nature of Relationship 1. Government of India Shareholder in Holding Company having control over company 2. NTPC Limited ' Holding Company (74.496%) 3. Govt. of Uttar Pradesh Shareholder (25.504%) (i) Transactions with related parties are as follows: (Z in Lakh) Nature of For the Year ended Name of the 1 Transactions by the 1 Company ' 31 •03 • 2020 31• 03 • 2019 Company 1 1 NTPC Consultancy Service 1371 1 285 BHEL Purchase of 8099 I 335 Equipments & Spares 1 IOCL Purchase of Fuel 232 280 BPCL Purchase of Fuel 58 62 PGCIL Power Line Diversion 32 1996 CMPDIL Consultancy 163 11 Utility Powertech Manpower Supply 52 37 Ltd. JV of NTPC & Reliance BEML Purchase of Spares 0.00 73 Others Consultancy, Software 1 90 26 etc. (ii) Compensation to Functional Directors & Key Managerial Personnel: Remuneration and allowances, other benefits and expenses to key managerial personnel including Independent director's fees & expenses are 429 Lakh (PY 365 Lakh). (' in Lakh)

Year ended Year ended SI. Description 31.03.2020 31.03.2019 1 Short Term Employee Benefits 372 330

2 Post Retirement & Other long term Employee Benefits 57 35.00 3 Termination benefits 0 4 Share-based payment 0 Total 429 365 (iii) Outstanding balances with related parties are as follows: For the Year ended SI. Particulars 31.03.2020 31.03.2019 Amount Recoverable for sale/purchase 1 of goods and services From NTPC Nil Nil

Total 0 0 (iv) Terms and conditions of transactions with the related parties: (a) Transactions with the related parties are made on normal commercial terms and condition and at market rates. (b) The company has assigned consultancy jobs to parent company prior to strategic sale of Gol Equity to M/s NTPC Ltd. on 27.03.2020, for Khurja Super Thermal Power Project on cost plus basis after mutual discussion and after taking into account the prevailing market condition. 10. Earnings per share (EPS) — Basic & Diluted The elements considered for calculation of earnings per share (Basic & Diluted) are as under: ! 2019-20 2018-19 Net Profit after Tax but excluding Regulatory 87919 117752 Income used as numerator (Z Lakh) Net Profit after Tax including Regulatory Income 11 92025 118991 used as numerator (Z Lakh) Weighted average no. of equity shares used as 1 Basic 36631822.46 Basic : 36460777.55 denominator ' Diluted : 36642751.43 Diluted 36464058.37 Earnings per Share excluding Regulatory 1 Income Z Basic 240.01 322.96 Z Diluted 239.94 322.93 Earnings per Share including Regulatory Income Z Basic 251.22 326.35 Z Diluted 251.14 326.32 Face Value per share Z i Z 1000 Z 1000 11. (a) Income tax expense

(i) Income tax recognized in the statement of profit and loss

(Z in Lakh) Particulars For the year ended 31 March 2020 31 March 2019 Current tax expense Current year 17181 32275 Adjustment of earlier years 0.00 0.00 Pertaining to regulatory deferral account (869) (1616) balances (A) Total current tax expenses (B) 16312 30659 (b) Dividend distribution tax on proposed dividend not recognized at the end of the reporting period In compliance with Department of Investment and Public Assets Management letter no. F.No.3/16/2019-DIPAM dated 13.03.2020, Directors have recommended the payment of dividend as on 31.03.2020 amounting to Rs. NIL (31 March 2019 : Z 12600 Lakh). The dividend distribution tax on this dividend amounting to Z NIL Lakh (31 March 2019: Z 2590 Lakh) has not been recognized since this proposed dividend is subject to the approval of shareholders in the ensuring Annual General Meeting. (c) MAT credit available to the company in future but not recognized: MAT credit available to the Company in future but not recognized as at 31 March 2020 is Z 71291 Lakh (31 March 2019- Z 71291 Lakh) ii) In compliance to the Ind AS 12 "Income Taxes" issued by the Ministry of Company Affairs.The net increase in the deferred tax assets of Z 4867 Lakh (PY Z 6572 Lakh and) has been booked to Statement of Profit & Loss. (Z in Lakh)

SI. 31.03.2020 31.03.2019 No Deferred Tax Assets (A) Difference of Book Depreciation and Tax 76302 68374 Depreciation ii) Opening Ind As adjustment 487 487 iii) Act.Gain/loss classified to OCI -202 234 Advance against Depreciation to be 6837 6837 iv) considered as income in tax computation v) Provision for Doubtfl Debts & Stores 8418 10007 vi) Provision for employee benefit schemes 5104 6140 Total Deferred Tax Assets (A) 96946 92079

Deferred Tax Liability (B) Difference of Book Depreciation and Tax 3572 3572.00 Depreciation .. Advance against Depreciation to be ii) -472 -472.00 considered as income in tax computation iii) Provision for Doubtfl Debts & Stores -1 -1.00 Provision for employee benefit schemes -124 -124.00 C iv)

Total Deferred Tax Liability(B) 2975 2975 Net Deferred Tax (Liability)/Assets(A)-(B) 93971 89104 12. (i) Disclosure related to Corporate Social Responsibility (CSR) a. The breakup of CSR expenditure incurred through SEWA-THDC, a Company Sponsored Not for Profit Society, registered under Societies Act 1860, to undertake THDCIL's CSR obligation U/s 135 of Companies Act 2013. (Z in Lakh)

SI.No. Heads of Expenses constituting CSR expenses Amount 01 Sanitation,Health Care & Drinking Water 457 02 (i)Education & Skill Development 647 (ii)Livelihood Programme , 322 03 Social Welfare 32 04 Forest & Environment, animal welfare etc. 39 05 Art & Culture,Public libraries 206 06 Rural Development Projects 119 07 Promotion of Sports 8 08 Disaster Management 225 09 Others 107 Total 2162

Expenditure incurred by SEWA out of THDCIL's contribution of 2148 Lakh and interest income earned/refund of revolving money during the year amounting to 14 Lakh. b. The company has incurred an amount of 2148 Lakh (PY 1735 Lakh) towards CSR expenditure during the current financial year 2019-20 as against stipulated amount of 2148 Lakh (PY 1735 Lakh) equivalent to 2% of average net profit of preceding three Financial years in terms of Section 135 of the Companies Act 2013. c. Details of expenditure during FY 2019-20 in cash and yet to be paid in cash along with the nature of expenditure (capital or revenue) is as under: (' in Lakh)

In cash Yet to be paid Total I (i) Const./Acquistion of any assets 0.00 ! 0.00 0.00 (ii) On purpose other than (i) 2148 2148

(ii) Disclosure related to Research & Development Expenditure The Company has incurred an amount of Z 612 Lakh (Capital 132 Lakh & Revenue 480 Lakh) [PY 433 Lakh, (Capital 174 Lakh, Revenue 259 Lakh)] towards Research & Development expenditure during the current financial year 2019-20 as per the R&D plan approved by the Board for the FY 2019-20.

13. Information in respect of micro and small enterprises as at 31st March 2020 as required by Micro, Small & Medium Enterprises Development Act, 2006 (MSMED Act) and the said outstanding is less than 45 days. (Z in Lakh) 2019-2020 2018-2019 a. Amount remaining unpaid to any supplier: i) Principal amount 71 43 ii) Interest due thereon 0 0 b. Amount of interest paid in terms of Section 16 of the MSMED Act along-with the amount paid to the suppliers 0 0 beyond the appointed day c. Amount of interest due and payable for the period of delay in making payment (which have been paid but 0 0 beyond the appointed day during the year) but without adding the interest specified ubder the MSMED Act. d. Amount of Interest accrued and remaining unpaid 0 0 e. Amount of further interest remaining due and payble even in the succeeding years, untill such date when the interest dues as above are actually paid to the small 0 0 enterprises, for the purpose of disallowances as a deductable expenditure under Sectiob 23 of MSMED Act

14. Restatement for the year ended 31 March 2019 and as at 1 April 2018

In accordance with Ind AS 8 'Accounting Policies, Changes in Accounting Estimates and Errors' and Ind AS 1 'Presentation of Financial Statements', THDC has retrospectively restated its Balance Sheet as at 31 March 2019 and 1 April 2018 (beginning of the preceding period) and Statement of Profit and Loss and Statement of Cash Flows for the year ended 31 March 2019 for the reasons as stated in the notes below. Reconciliation of financial statement line items which are retrospectively restated are as under: Reconciliation of restated items of Consolidated Balance Sheet as at 31 March 2019 and 1 April 2018 (Z in Lakh)

31St March 2019 1st April 2018 As As Particulars Note As As previously Adjustments previously Adjustments restated restated reported reported Regulatory 30 6313 50684 56997 6313 44757 51070 Deferral account- Credit Balance Other 120 562590 -50684 511906 488384 -44111 444272 Equity CWIP 3 455714 -1280 454434 394994 646 395640 Regulatory 18 7501 1280 8781 Deferral account- Debit Balance

Reconciliation of restated items of Statement of Profit and Loss for the year ended 31 March 2019 (Z in Lakh)

Particulars Note As previously Adjustments As restated reported Total Comprehensive Income 125160 -6572 118588 Finance Cost* 34 17568 1926 19495 Corporate Tax 32275 -1616 30659 Net movement in regulatory 38 7501 6262 1239 deferral account balances (net of tax) Reconciliation of Statement of Cash Flows for the year ended 31 March 2019 (Z in Lakh) Particulars Note As previously 1 Adjustments As restated reported Cash Flow From Operating 151162 ; -9427 141735 Activities ! I Finance Cost* 17568 , 1926 1 19495 Net movement in regulatory 7501 -6262 1239 deferral account balances (net of tax) Tax on Net Movement in Reg. 0 1616 -1616 Deferral Account Balance PPE and CWIP 73416 I -1930 71486 Corporate Tax 1 1 32275 -1616 1 30659 (*) Excluding regrouping of 459 Lakh Reconciliation of Earnings per share: (Z in Lakh) Particulars As Adjustments As restated previously reported Net Profit after Tax but excluding Regulatory Income 118062 -310 117752 used as numerator g Lakh) Net Profit after Tax but including Regulatory Income 125563 -6572 118991 used as numerator (Z Lakh) Weighted average no. of equity shares used as denominator Basic 36460777.55 36460777.55 Diluted 36464058.37 36464058.37 Earnings per Share excluding Regulatory Income Z Basic 323.81 322.96 Z Diluted 323.78 322.93 Earnings per Share including Regulatory Income Z Basic Z Diluted 344.38 326.35 344.35 326.32 Face Value per share Z Z 1000 Z 1000

Notes : Regulatory Deferral Account Balances : Company has changed it's accounting policy relating to deferred tax accounting and classification to align with the treatment done by our parent company NTPC. Accordingly, Regulatory Deferral Account balance is credited with the amount of Deferred Tax assets created w.e.f., 2014-15 to the extent it forms a part of tax in future years and effects computation of ROE which is an element of tariff computation as per CERC Regulation. FERV (foreign exchange rate variation) treatment — reclassification from CWIP to Regulatory assets Company has changed it's accounting policy relating to treatment of FERV to align with the treatment done by parent company NTPC. Exchange differences arising from settlement/translation of monetary item denominated in foreign currency to the extent recoverable from or payable to the beneficiaries in subsequent periods as per CERC Tariff Regulations are now recognised on an undiscounted basis as `Regulatory deferral account debit/credit balance' by credit/debit to 'Movements in Regulatory deferral account balances' during construction period, to be adjusted from the year in which the same becomes recoverable from or payable to the beneficiaries. As a result of above -Regulatory Deferral Account-Credit Balance has increased with corresponding decrease in other equity (Reserve & Surplus) as under: As at 01st April 2018 — 44757 Lakh As at 31st March 2019- 50683 Lakh Further for the year ended March 2020, net movement in Regulatory deferral account balance on account of Deferred Tax has increa d by 4866 Lakh in statement of profit & loss account with corresponding d rofit.

(Th 1 Regulatory Deferral Account Debit Balance has increased/(decreased) with corresponding decreased /(increased) in CWIP as under: As at 01st April 2018 — ( Z 646 Lakh) As at 31St March 2019- 21280 Lakh Further for the year ended March 2020, net movement in Regulatory deferral account balance on account of FERV has increased by Z 4591 Lakh in corresponding increase in Finance Cost. 15. Disclosure as per Ind AS 116 'Leases' (A) Transition to Ind AS 116 (a) Effective 1 April 2019, the Company adopted Ind AS 116 'Leases' and applied the standard to all lease contracts existing on 1 April 2019, using the modified retrospective method. Accordingly, the comparatives as at and for the year ended 31 March 2019 have not been restated. On the date of initial application, the Company recorded the lease liability at the present value of the remaining lease payments discounted at the incremental borrowing rate at the date of initial application and a corresponding right-of-use asset adjusted for the amount of prepaid or accrued payments on the lease. (b) The Company has applied the following practical expedients on initial application of Ind AS 116: (i) Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date. (ii) Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term and small value leases on the date of initial application. (iii) Excluded the initial direct costs, if any, from the measurement of the right-of-use asset at the date of initial application. (iv) Elected to use the practical expedient not to apply this Standard to contracts that were not previously identified as containing a lease applying Ind AS 17. Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leases under IndAS17. (v) Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease. (c) On transition to Ind AS 116, the Company has recognised lease liabilities and equivalent amount of right-of-use assets amounting to Z 4314 Lakh. Further, land, buildings, plant & equipment and vehicles amounting to Z 4182 Lakh have been classified/reclassified and presented as Right-of-use assets on the Balance Sheet. (d) On transition to Ind AS 116, the weighted average incremental borrowing rate applied to lease liabilities recognised under Ind AS 116 is 8.75%. (e) The lease liabilities as at 1 April 2019 can be reconciled to the operating lease commitments as of 31 March 2019, as follows: Particulars Amount Operating lease commitments as at 31 March 2019 (future NIL minimum lease payments in respect of non-cancellable leases) Less: Effect of discounting on above NIL Discounted recognised lease liabilities as at 1 April 2019 NIL Discounted recognised lease liabilities as at 1 April 2019 NIL (Pertaining to cancellable leases commitments as on 31 March 2019)** Total lease liabilities recognised as at 1 April 2019 NIL

** The lease liability pertain to cancellable leases commitments as on 31 March 2019 which were not required to be disclosed under erstwhile Ind AS 17. (B) Company as Lessee (I) The Company's significant leasing arrangements are in respect of the following assets: (a) Premises for residential use of employees. Offices and guest houses/ transit camps and on lease which are not non-cancellable and are usually renewable on mutually agreeable terms. (b) The Company has taken certain vehicles (other than electrical) on lease for a period of three years, which can be further extended at mutually agreed terms. There are no escalations in the lease rentals as per terms of the agreement. However, the Company has purchase option for such vehicles at the end of the lease term. (c) The Company acquires land on leasehold basis for a period generally ranging from 05 years to 99 years from the government authorities which can be renewed further based on mutually agreed terms and conditions. The leases are non cancellable. These leases are capitalized at the present value of the total minimum lease payments to be paid over the lease term. Future lease rentals are recognized as 'Lease liabilities' at their present values. The Right-of- use land is amortized considering the significant accounting policies of the Company. In respect of leases at (b) & (c) above, the carrying amount of the right-of-use asset and the lease liability at the date of initial application is the carrying amount of the lease asset and lease liability immediately before that date measured applying Ind AS 17. (ii) The following are the carrying amounts of lease liabilities recognised and the movements during the period: (Z in Lakh) Particulars For the Year ended 31 March 2020 Opening Balance 0.00 - Additions in lease liabilities 4314 - Interest cost during the year 152 - Payment of lease liabilities 2878 Closing Balance 1588 Current 562 Non Current 1026

(iii) Maturity Analysis of the lease liabilities: (Z in Lakh)

Contractual undiscounted cash flows As at 31 March 2020

3 months or less 170 3-12 Months 506 1-2 Years 602 2-5 Years 213 More than 5 Years 789 [ Lease liabilities as at 31 March 2020 1 2280

(iv) The following are the amounts recognized in profit or loss: (Z in Lakh)

Particulars As at 31 March 2020 Depreciation expense for right-of-use assets 882 Interest expense on lease liabilities 152 Expense relating to short-term leases 279

(iv) The following are the amounts of cash flow against leases:: (Z in Lakh) Particulars For 31St March 2020 Cash Outflow against leases 2878 16. Impact of changes in Significant Accounting Policy

SI. Policy Modifications Impact / Remark No. In Accounting Policy No. 7.1 has Finance cost on account of FERV been aligned with parent company of construction project of 1280 and modified as under: lakh has been transferred from CWIP to Regulatory Deferral The Company has continued with Account Balance through Profit and the exemption available under Ind Loss Account. AS 101, First time adoption of Ind AS with regard to continuation of policy for accounting of exchange differences arising from translation of long-term foreign currency monetary liabilities. Accordingly, exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit and loss in the year in which it arises with the exception that exchange differences on long term monetary items related to acquisition of property, plant and equipment recognized up to 31 March 2016 are adjusted to the carrying cost of PPE.

In Accounting Policy No. 19.8 Depreciation has been increased in relating to amortization of computer by 43 lakh Corresponding software the word five years has decrease in WDV of intangible been replaced with three years to asset software. align the policy with parent company NTPC.

In Accounting Policy No. 21 relating Lease hold land is replaced with to lease has been introduced to Right to use and additional asset comply with Ind AS 116 relating to under Right to use amounting to lease accounting Z 35176 lakh has been booked with corresponding liabilities. Amortized amount on these additional assets is 614 lakh against annual rental of 2861 lakh which would have been booked to expense as per earlier provisions. 4. Accounting Policy No. 22.2.3 Ilnd Increase in Regulatory Deferral Para relating to Deferred Tax has Account by Z 50684 lakh & been modified as under: corresponding decrease in Other Equity (Reserve & surplus) The deferred tax for the current period to the extent it forms part of current tax in the future year and affects the computation of return on equity (ROE), a element of tariff computation as per CERC Regulation is debited / credited to regulatory deferral account balance.

New Accounting Policies / certain No financial impact due to these changes in existing Accenting Policy changes. have been made in Policies No. 1.1, 1.2, 1.3, 3.3, 3.4, 3.7, 4.2, 4.7, 5.1, 10, 13.1, 15.8, 15.11, 17.2, 18.1, 18.2, 19.2, 19.7, 22.1, 22.2.4, 26, 27.1 & 28.1 have been made and Policy No. 4.2 of 2018-19 has been deleted to align the policies with parent company and improved disclosure.

17. Disclosures under the provisions of IND AS 19 —Employee Benefits are as under: a. Defined contribution Plan: -Pension The company has Defined Contribution Pension Scheme as approved by Ministry of Power (MoP).The liability for the same is recognised on accrual basis.The scheme is funded and managed by separate trust created for this purpose. b. Defined benefit plans: (i) Employers contribution to Provident Fund: The Company pays fixed contribution to Provident Fund at predetermined rates to a separate trust, which invests the fund in permitted securities. The obligation of the company is limited to such fixed contribution and to ensure a minimum rate of return to the members as specified by GOI. Based on actuarial valuation 373 Lakh (PY Nil) as the Present Value of Obligations exceeds the Fair Value of Plan Assets by 373 Lakh (PY Nil-as the Fair Value of Plan Assets exceeds the Present Value of obligations by 4969 Lakh) has been provided in the books Further, contribution to employee pension scheme is paid to the appropriate authorities. (ii) Gratuity: The Company has a defined benefit Gratuity Plan, which is regulated as per the provisions of Payment of Gratuity Act, 1972. The liability for the same is recognized on the basis of actuarial valuation. (iii) Leave encashment: The Company has a defined benefit leave encashment plan for its Employees. Under this plan they are entitled to encashment of earned leaves and medical leaves subject to limits and other conditions specified for the same. The liability towards leave encashment is recognised on the basis of actuarial valuation. (iv) Post Retirement Medical Benefit (PRMB): The Company has a Retired Employee Health Scheme, under which retired employee, spouse and eligible parents of retired employee are provided medical facilities in the Company hospitals/empanelled hospitals. They can also avail treatment as Out-Patient subject to a ceiling fixed by the Company. The liability towards the same is recognised on the basis of actuarial valuation. Further, a trust has been created to manage the scheme and fully functional. (v) Other benefit (Baggage/LSA/FBS) plans: Other retirement benefit plans include baggage allowance for settlement at any other place where he / she may like , memento at the time of retirement and monetary assistance to the legal heir(s) in the event of death and Total Permanent Disablement leading to separation of employee as a Social Security Measure .These schemes are unfunded and liability for the same is recognised on the basis of actuarial valuation. Provision for employee benefits has been made for the current period using the Actuarial Valuation done as at 31.03.2020. Accordingly, disclosure under the provision of Ind AS 19 on "Employee Benefits" for the Financial Year ended 31.03.2020 is given below: Table - 1: Key Actuarial assumption & Risk exposures for Actuarial Valuation as at: Particular 31.03.2020 1 31.03.2019 31.03.2018 31.03.2017 31.03.2016 ' Mortality Table IALM 1 IALM IALM IALM IALM (2006-08) (2006-08) (2006-08) (2006-08) (2006-08) Discount Rate 6.75% 7.75% 7.60% 7.50% 7.75% Future Salary Increase 6.5% 8.00% 8.00% 8.00% 8.00%

Description of Risk Exposures: Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follow - A) Salary Increases- Actual salary increases will increase the Plan's liability. Increase in salary increase rate assumption in future valuations will also increase the liability. B) Investment Risk — If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability. C) Discount Rate : Reduction in discount rate in subsequent valuations can increase the plan's liability. •

D) Mortality & disability — Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

E) Withdrawals — Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan's liability. Table — 2: Change in Present Value of Obligations (PVO)

(Z in Lakh) (Figures in Parenthesis represent in Negative Balance) Others- Post Baggage Retirement Earned Sick Leave Allowance/ Particular Gratuity Medical I Leave (EL) (HPL) Long Benefit Service (PRMB) Award/FBS PVO at Beginning 17893 4304 9883 7002 1243 • of year {17486} {2771} {8881) (6270) {892} Interest cost 1387 3331 766 543 96 {1329} {210) {675} {477) {68) Past service cost Current service 581 1278 451 236 118 cost {606) {1236) {427} {217} {448} Benefit paid (1635) 1469 (278) (285) (151) {(1516)) {(1052)) 1 {(277)) {(347)) {(135)} Actuarial 874 1160 83 276 44 (Gain)/loss {(12)) {1138} {178} {385) {29) PVO at the end of 19101 5607 10906 7985 1263 year {17893} {4304} {9883) {7002) {1243)

Table — 3: Amount recognized in Balance Sheet (Z in Lakh) Figures in Parenthesis represent in Negative Balance ' Post Others- Earned Retirement Baggage Sick Leave Gratuity I Leave Medical ' Allowance/ Particular (HPL) (EL) Benefit Long Service (PRMB) Award/FBS PVO at end of 19101 5607 10906 7985 1263 year {17893} {4304) {9883) {7002) {1243) Fair Value of Plan NA NA ' NA 7402 NA Assets at the end of year Funded Nil Nil Nil Nil ' Laib./Prov {3320} Unfunded 19101 5607 10906 583 1263 Laib./Prov {17893) {4304) {9883) {3682) {1243) Unrecognised actuarial gain/loss Net liability 19101 5607 10906 583 1263 recognized in {17893) {4304) {9883} {3682} {1243} Balance Sheet ,„..1:--._, ,._...:„...... ,_ Table — 4: Amount recognized in Statement of Profit & Loss, OCI & EDC . (Figures in Parenthesis represent in Negative Balance) (Z in Lakh) Post Others- Earned Retirement Baggage Sick Leave Particular Gratuity : Leave ' Medical Allowance/ (HPL) (EL) Benefit Long Service (PRMB) Award/FBS Current Service 581 1278 451 236 118 Cost 606 1236 427 217 448 —r 1 Past Service Cost Interest Cost 1387 333 766 543 96 {1329} {210) {675} {477} {68} Net Actuarial 874 1160 83 276 44 (gain)/loss {(12)} {1138} {178} {385} , {29} recognized for the year in OCI Expense recognized Statement in 1968 2771 1300 307 214 Profit & {1935} {2585} {(1279)} {694} , {517} Loss/EDC for the year.

Table — 5: Sensitivity analysis . (Z in Lakh)

Impact Earned Leave Sick Leave PRMB Others Gratuity due to (EL) (HPL) 31.03.20 31.03.19 31.03.20 31.03.19 31.03.20 31.03.19 ' 31.03.20 31.03.19 31.03.20 31.03.19 Discount rate Increase (542) (531) (182) (151) (323) (315) (930) (826) (35) (34) of 0.50% ' Decrease 1 571 559 193 161 340 332 946 . 877 36 34 of 0.50%' Salary rate Increase I 146 132 , 193 160 339 315 NA NA 18 17 of 0.50°/0 Decrease , 1 (156) (144) (183) 1 (151) (333) (332) ' NA NA (17) (17) of 0.50% Medical cost /settlement cost rate Increase NA NA NA NA NA NA 949 906 NA NA of 0.50% Decrease NA NA NA NA NA NA (933) (847) r NA NA of 0.50% •

Other disclosures: Gratuity 31.03.2020 31.03.2019 1 31.03.2018 31.03.2017 31.03.2016 Present value of obligation at end 19101 17893 17486 17003 , 14637 of the year Actuarial (Gain)/loss Actuarial (Gain)/loss recognized 874 (12) (785) (137) (205) through Statement of OCI Expense recognized in Statement 1968 1935 1959 3076 1597 of Profit & Loss/EDC for the year

Earned Leave (EL) 31.03.2020 31.03.2019 31.03.2018 31.03.2017 31.03.2016 Present value of obligation at end 5607 4304 I 27712 5398 3714 of the year Actuarial (Gain)/loss 1160 1138 452 1668 835 Expense recognized in Statement 2771 2585 1003 2263 1521 of Profit & Loss/EDC for the year

Sick Leave (HPL) 31.03.2020 31.03.2019 1 31.03.2018 31.03.20171 31.03.2016 Present value of obligation at end 10906 9883 8881 12388 10330 of the year Actuarial (Gain)/loss 83 178 (4616) 861 (1) Expense recognized in Statement 1300 1279 (3284) 2234 1242 of Profit & Loss/EDC for the year

Post Retirement Medical 31.03.2020 31.03.2019 31.03.2018 31.03.2017 31.03.2016 Benefit (PRMB) Present value of obligation at the 7985 7002 6270 5639 4598 end of the year Actuarial (Gain)/loss 276 385 122 643 616 Actuarial (Gain)/loss recognized 276 385 122 643 616 through Statement of OCI Expense recognized in Statement 307 694 644 525 1047 of Profit & Loss/EDC for the year

Others-Baggage Allowance/ r 31.03.2020 31.03.2019 31.03.2018 31.03.2017 31.03.2016 Long Service Award/FBS Present value of obligation at end 1263 1243 892 862 805 of the year Actuarial (Gain)/loss 44 (29) (28) 38 12 Actuarial (Gain)/loss recognized 44 (29) (28) 38 12 through Statement of OCI Expense recognized in Statement 214 516 138 112 149 of Profit & Loss/EDC for the year

18. a) The Company has a system of obtaining periodic confirmation of balances from banks and other parties. There are no unconfirmed balances in respect of bank accounts and borrowings from banks & financial institutions. With regard to receivables for energy sales, the Company sends demand intimations to the beneficiaries with details of amount paid and balance outstanding which can be said to be automatically confirmed on receipts of subsequent payment from such beneficiaries. In addition, reconciliation with beneficiaries and other customers are generally done on 31st December. So far as trade/other payables and loans and advances are concerned, th confirmation letters with •

the negative assertion as referred in the Standarad on Auditing (SA) 505 (Revised) "External Confirmatios", were sent to the parties. Some of such balances are subject to confirmation/reconciliation. Adjustment, if any will be accounted for on confirmation/reconciliation of the same, which in the opinion of the management will not have a material impact. b) In the opinion of the management, the value of assetss, other than property, plant & equipment and non-current investments, on realisation in the ordinary course of business, will not be less than the value at which these are stated in the Balance Sheet. 19. Payment to Auditors (including service tax) (Z in Lakh) 2019-20 2018-19 I. Statutory Audit Fees 13* 10* II. For Taxation matter (Tax Audit) 2 2 III. For Company Law matter IV. For Management services V. For other Services(Certification) 10 4 VI. For Reimbursement of expenditure 3 2

*Subject to approval in Annual General Meeting.

20. a) Reconciliation of Cash & Cash Equivalents between Cash Flow Statement and Balance Sheet is as under: (Z in Lakh) Particulars Note No 31.03.2020 31.03.2019 Cash And Cash Equivalents 11 2520 4577

Add: Bank Balances under Lien 12 58 676

Less: Over Draft Balance 25 111506 121840

Cash & Cash Equivalent as per -108928 -116587 C Cash Flow Statement

b)In March 2017 the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules 2017 notifying amendments to Ind AS 7 'Statement of cash flows'. These amendments are in accordance with the recent amendments made by International Accounting Standards Board (IASB) to IAS 7 'Statement of cash flows'. The amendments are applicable to the company from April 1 2017 and they introduce additional disclosures that will enable users of financial statements to evaluate changes in liabilities arising from financing activities including both changes arising from cash flows and non-cash changes suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities to meet the disclosure requirement. (Z in Lakh) Cash flow from Current Financing Activities Opening Closing Change Remarks Year (2019-20) Share Capital Issued 365888 366588 700 Equity received (Including pending allotment) Long term Borrowings 319639 455774 136135 Loan drawn (Bonds & other secured incl.exchange rate Loans) 2185780 Lakh & loan repaid Z 51233 Lakh.Net change Z 134547 Lakh.Leases (Net) Z 1588 Lakh. Interest on Loans 47163 (24034) Charged to P&L Finance costs paid (23129) Less capitalized —CWIP Dividend paid and (15190) (15190) Payment of Dividend Dividend Distribution Tax Net Cash flow from 97611 financing

21. PY figures have been regrouped/ reclassified wherever necessary to make the figures comparable with the figures of the current year.

For and on Behalf of Board of Directors

(Ras mi Sh rma) (J. Behera)/ CFO (D. V. Sin/ h) Company Secretary Director (Finance) Chairman & Mana ng Director M No. 026692 DIN: 08536589 DIN : 03107819

As per our Report of Even Date Attached For S. N. KAPUR & ASSOCIATES Chartered Accountants FRN 001545C •f ICAI

Date: -2/14 ' °6- 2°.-2(3 ."(S.N. Ka 2.-ock,N;otO tner Place: Rishikesh ship No.: 014335 s BALANCE SHEET AS AT 31-March-2019 Amount In lakh ` Particulars Note No. As at 31-Mar-2019 As at 31-Mar-2018 ASSETS Non-Current Assets (a) Property, Plant and Equipment 2 683,030 732,768 (b) Capital work-in- progress 3 455,714 394,994 (c) Other Intangible Assets 2 85 33 (d) Intangible Assets Under Development 3 0 33 (e) Financial Assets (i) Loans and Advances 4 4,079 4,483 (ii) Others 5 1,452 5,531 1,582 6,065 (f) Deferred Tax Assets (Net) 6 89,104 82,532 (g) Other Non-Current Assets 7 119,490 69,965 Current Assets (a) Inventories 8 3,060 3,000 (b) Financial Assets (i) Trade Receivables 9 170,128 130,726 (ii) Cash and Cash Equivalents 10 4,577 6,102 (iii) Bank Balances other than (ii) above 11 676 37 (iv) Loans and Advances 12 5,292 4,578 (v) Others 13 178 180,851 167 141,610 (c) Current Tax Assets (Net) 14 9,049 9,047 (d) Other Current Assets 15 4,368 5,983 Regulatory Deferral Account Debit Balance 16 7,501 0 Total 1,557,783 1,446,030 EQUITY AND LIABILITIES Equity (a) Equity Share Capital 17 365,488 362,743 (b) Other Equity 562,590 928,078 488,384 851,127 Non-Current Liabilities (a) Financial Liabilities (i) Borrowings 18 265,201 241,530 (ii) Non current Financial Liabilities 19 1,794 2,200 (iii) Others 20 248 267,243 284 244,014 (b) Other Non Current Liabilities 21 90,992 97,907 (c) Provisions 22 39,483 35,087

146 31st Annual Report 2018-19

Particulars Note No. As at 31-Mar-2019 As at 31-Mar-2018 Current Liabilities (a) Financial Liabilities (i) Borrowings 23 121,840 64,663 (ii) Trade Payables A. Total outstanding dues of micro 43 41 enterprises and small enterprises B. Total outstanding dues of creditors 17,641 7,454 other than micro enterprises and small enterprises (iii) Others 24 65,506 205,030 113,980 186,138 (b) Other Current Liabilites 25 3,857 4,429 (c) Provisions 26 12,293 21,015 (d) Current Tax Liabilities (Net) 27 4,494 0 Regulatory Deferral Account Credit 28 6,313 6,313 Balance TOTAL 1,557,783 1,446,030 Significant Accounting Policies 1 Disclosures on Financial Instruments and 38 Risk Management 39 Other Explanatory Notes toAccounts Note 1 to 39 form integral part of the Accounts

For and on Behalf of Board of Directors

(Rashmi Sharma) (J. Behera) (D.V. Singh) Company Secretary Director (Finance) Chairman & Managing Director Membership No.26692 DIN:08536589 DIN:03107819

As Per Our Report Of Even Date Attached FOR P.D. AGRAWAL & CO. Chartered Accountants FRN 001049C of ICAI

(Sanjeev Agrawal) Partner Membership No.:- 071427

Date: 27.08.2019 Place: Rishikesh

147 STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31-March-2019 Amount In lakh ` Particulars Note For the Period Ended For the Period Ended No. 31-Mar-2019 31-Mar-2018 INCOME Revenue from Continuing Operations 29 276,796 218,510 Other Income 30 8,233 3,809 Deferred Revenue on account of Irrigation 6,915 6,822 Component Less: Depreciation on Irrigation Component 2 6,915 0 6,822 0 Total Revenue 285,029 222,319 EXPENSES Employee Benefits Expense 31 41,183 30,649 Finance Costs 32 17,568 22,787 Depreciation & Amortisation 2 55,500 57,452 Generation Administration and Other 33 22,132 20,342 Expenses Provision for Bad & Doubtful Debts, CWIP 34 4,985 0 and Stores & Spares Total Expenses 141,368 131,230

Profit Before net movement in regulatory 143,661 91,089 deferral account balance and Tax Net Movement in Regulatory Deferral 16 7,501 0 Account Balance Income/ (Expense) Profit Before Tax 151,162 91,089 Tax Expenses 35 Current Tax Income Tax 32,275 19,056 Deferred tax- Asset (6,676) (5,083) I Profit For The Period from continuing 125,563 77,116 operations II OTHER COMPREHENSIVE INCOME (i) Items that will not be classified to Profit or Loss: Re-measurements of the Defined Benefit 36 (299) 563 Plans Deferred tax on Re-measurements of the (104) 195 Defined Benefit Plans- Deferred Tax Asset

148 31st Annual Report 2018-19

Particulars Note For the Period Ended For the Period Ended No. 31-Mar-2019 31-Mar-2018 Other Comprehensive Income (403) 758

Total Comprehensive Income (I+II) 125,160 77,874 Earning per Equity Share (including net movement in regulatory deferral account) Basic (`) 344.38 213.14 Diluted (`) 344.35 213.13 Earning per Equity Share (excluding net movement in regulatory deferral account) Basic (`) 323.81 213.14 Diluted (`) 323.78 213.13 Significant Accounting Policies 1 Disclosures on Financial Instruments and 38 Risk Management Other Explanatory Notes to Accounts 39 Note 1 to 39 form integral part of the Accounts

For and on Behalf of Board of Directors

(Rashmi Sharma) (J. Behera) (D.V. Singh) Company Secretary Director (Finance) Chairman & Managing Director Membership No.26692 DIN:08536589 DIN:03107819

As Per Our Report Of Even Date Attached FOR P.D. AGRAWAL & CO. Chartered Accountants FRN 001049C of ICAI

(Sanjeev Agrawal) Partner Membership No.:- 071427

Date: 27.08.2019 Place: Rishikesh

149 CASH FLOW STATEMENT FOR THE YEAR ENDED 31-March-2019 Amount In lakh ` (Figures in Parenthesis Represent Deduction)

Particulars For the Period Ended For the Period Ended 31-Mar-2019 31-Mar-2018 A. CASH FLOW FROM OPERATING ACTIVITIES Profit before tax including net movement in 151,162 91,089 regulatory deferal account balances Adjustments for:- Depreciation 55,500 57,452 Depreciation- Irrigation Component 6,915 6,822 Provisions 4,985 - Interest on loans 17,568 22,787 Other Comprehensive Income (OCI) (299) 563 Prior Period Adjustments through SOCIE - 317 Net Movement in Regulatory Deferal Account (7,501) - Balance Exceptional Items - 77,168 - 87,941 Cash Flow from Operating profit activities 228,330 179,030 Before Working Capital Changes Adjustment For :- Inventories (121) 264 Trade Receivables (39,402) 42,502 Other Assets 1,729 655 Loans and Advances ( Current + Non Current) (5,236) (1,002) Trade Payable and Liabilities 5,126 (15,973) Provisions (Current + Non Current) (4,326) (42,230) 6,785 33,231 Cash Flow From Operative Activities Before 186,100 212,261 Taxes Corporate Tax (32,275) (19,056) Net Cash From Operations (A) 153,825 193,205 B. CASH FLOW FROM INVESTING ACTIVITIES Change in:-

150 31st Annual Report 2018-19

Particulars For the Period Ended For the Period Ended 31-Mar-2019 31-Mar-2018 Property, Plant & Equipment and CWIP (73,416) (107,886) Capital Advances (49,520) 21,944 Net Cash Flow From Investing Activities (B) (122,936) (85,942) C. CASH FLOW FROM FINANCING ACTIVITIES Share Capital (Including Pending Allotment) 2,800 3,200 Borrowings (23,175) (98,875) Interest and Finance Charges (17,568) (22,787) Dividend & Tax on Dividend (51,009) (40,345) Net Cash Flow From Financing Activities ( C) (88,952) (158,807) D. NET CASH FLOW DURING THE YEAR (58,063) (51,544) (A+B+C) E. OPENING CASH & CASH EQUIVALENTS (58,524) (6,980) F. CLOSING CASH & CASH EQUIVALENTS(D+E) (116,587) (58,524)

Note: 1. Cash and Cash Equivalents includes Balance with Banks of `676Lac ( Previous year `37 Lac )which is not available for use by the Corporation. 2. Previous year’s figures have been Regrouped / Rearranged / Recast wherever necessary. 3. Reconcilation of Cash & cash Equivalents has been made in Note No 39.21 (a)

For and on Behalf of Board of Directors

(Rashmi Sharma) (J. Behera) (D.V. Singh) Company Secretary Director (Finance) Chairman & Managing Director Membership No.26692 DIN:08536589 DIN:03107819

As Per Our Report Of Even Date Attached FOR P.D. AGRAWAL & CO. Chartered Accountants FRN 001049C of ICAI

(Sanjeev Agrawal) Partner Membership No.:- 071427

Date: 27.08.2019 Place: Rishikesh

151 th ANNUAL REPORT 30 2017-18

BALANCE SHEET AS AT 31-March-2018 Amount In lakh ` Particulars Note No. As at 31-Mar-2018 As at 31-Mar-2017

ASSETS Non-Current Assets (a) Property, Plant and Equipment 1 7,32,768 7,80,642

(b) Capital work-in- progress 2 3,94,994 3,03,496

(d) Intangible Assets Under Development 2 33 33

(e) Financial Assets (i) Long Term Loans and Advances 3 4,483 4,694 (ii) Other Non- Current Financial Assets 4 1,582 6,065 1,881 6,575

(f) Deferred Tax Assets (Net) 5 76,219 70,941

(g) Other Non-Current Assets 6 69,965 91,914

Current Assets

(a) Inventories 7 3,000 3,264

(b) Financial Assets

(i) Trade Receivables 8 1,30,726 1,73,228

(ii) Cash and Cash Equivalents 9 6,102 6,707

(iii) Bank Balances other than (ii) above 10 37 25,037

(iv) Short Term Loans and Advances 11 4,578 4,305

(v) Other Current Financial Assets 12 167 1,41,610 179 2,09,456

(d) Other Current Assets 14 5,983 6,322

Total 14,39,717 14,80,795

EQUITY AND LIABILITIES

Equity

(a) Equity Share Capital 15 3,62,743 3,59,888

(b) Other Equity 4,88,384 8,51,127 4,50,193 8,10,081

Non-Current Liabilities (a) Financial Liabilities (i) Long Term Borrowings 16 2,41,530 4,04,185

123 Amount In lakh ` Particulars Note No. As at 31-Mar-2018 As at 31-Mar-2017 (ii) Non current Financial Liabilities 17 2,200 934

(iii) Other Non Current Financial Liabilities 18 284 2,44,014 220 4,05,339

(b) Other Non Current Liabilities 19 97,907 1,04,729

Current Liabilities

(a) Financial Liabilities

(i) Short Term Borrowings 21 64,663 38,724

(ii) Trade Payables 22 53 41

(iii) Other Current Financial Liabilities 23 1,21,422 1,86,138 68,815 1,07,580

(b) Other Current Liabilites 24 4,429 3,749

(d) Current Tax Liabilities (Net) 26 0 0

TOTAL 14,39,717 14,80,795

Significant Accounting Policies and the accompanying Notes form an integral part of these Financial Statements.

For and on Behalf of Board of Directors

(Sridhar Patra) (D.V. Singh) (Rashmi Sharma) Director (Finance) Chairman & Managing Director Company Secretary DIN: 06500954 DIN:03107819 Membership No.26692

As Per Our Report Of Even Date Attached FOR P.D. AGRAWAL & CO. Chartered Accountants FRN 001049C of ICAI

(Piyush Agrawal) Partner Membership No.:- 073695 Date: 11.08.2018 Place: Rishikesh

124 th ANNUAL REPORT 30 2017-18

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31-March-2018

Amount In lakh ` Particulars Note No. For the Period Ended For the Period Ended 31-Mar-2018 31-Mar-2017 INCOME Revenue from Continuing Operations 27 2,19,064 2,09,474 Other Income 28 3,809 14,123 Deferred Revenue on account of 6,822 6,531 Irrigation Component Less: Depreciation on Irrigation Component 1 6,822 0 6,531 0 Total Revenue 2,22,873 2,23,597 EXPENSES Employee Benefits Expense 29 30,649 25,425 Finance Costs 30 22,787 29,106 Depreciation & Amortisation 1 57,452 52,557 Generation Administration and Other Expenses 31 20,342 19,513 Provision for Bad & Doubtful Debts and 32 0 445 Stores & Spares Total Expenses 1,31,230 1,27,046

Profit Before Exceptional items and Tax 91,643 96,551 Exceptional Items- (Income)/ Expenses- Net 554 16,146 Profit Before Tax 91,089 80,405 Tax Expenses 33 Current Tax Income Tax 19,056 17,154 Deferred tax- Asset (5,083) (8,142) I Profit For The Period from 77,116 71,393 continuing operations II OTHER COMPREHENSIVE INCOME (i) Items that will not be classified to Profit or Loss: Re-measurements of the Defined Benefit Plans 34 563 (414) Deferred tax on Re-measurements of the 195 144 Defined Benefit Plans- Deferred Tax Asset

125 Amount In lakh ` Particulars Note No. For the Period Ended For the Period Ended 31-Mar-2018 31-Mar-2017 Other Comprehensive Income 758 (270)

Total Comprehensive Income (I+II) 77,874 71,123 Earning per Equity Share (for continuing operations) Basic (`) 215.24 198.86 Diluted (`) 215.23 198.86 Significant Accounting Policies and the accompanying Notes form an integral part of these Financial Statements.

For and on Behalf of Board of Directors

(Sridhar Patra) (D.V. Singh) (Rashmi Sharma) Director (Finance) Chairman & Managing Director Company Secretary DIN: 06500954 DIN:03107819 Membership No.26692

As Per Our Report Of Even Date Attached FOR P.D. AGRAWAL & CO. Chartered Accountants FRN 001049C of ICAI

(Piyush Agrawal) Partner Membership No.:- 073695 Date: 11.08.2018 Place: Rishikesh

126 th ANNUAL REPORT 30 2017-18

CASH FLOW STATEMENT FOR THE YEAR ENDED 31-March-2018 Amount In lakh ` (Figures In Parenthesis Represent Deduction) Particulars For the Period For the Period Ended 31-Mar-2018 Ended 31-Mar-2017

A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before tax, Prior Period adjustments and Extraordinary items 91,643 96,551 Adjustments for:- Depreciation (including Prior Period Depreciation) 57,452 52,574 Depreciation- Irrigation Component 6,822 6,531 Provisions - - 445 Interest on loans 22,787 29,106 Other Comprehensive Income (OCI) 563 (414) Prior Period Adjustments through SOCIE 317 117 Exceptional Items (554) 87,387 (16,146) 72,213 Operating profit Before Working Capital Changes 1,79,030 1,68,764 Adjustment For :- Inventories 264 (76) Trade Receivables 42,502 33,970 Other Assets 655 (428) Loans and Advances ( Current + Non Current) (1,002) (4,387) Trade Payable and Liabilities (15,973) 2,482 Provisions (Current + Non Current) 6,785 33,231 (3,999) 27,562 Cash Flow From Operative Activities Before Taxes 2,12,261 1,96,326 Corporate Tax (19,056) (17,154) Net Cash From Operations (A) 1,93,205 1,79,172 B. CASH FLOW FROM INVESTING ACTIVITIES Change in:- Property, Plant & Equipment and CWIP (1,07,886) (1,51,762) Capital Advances 21,944 (30,092) Net Cash Flow From Investing Activities (B) (85,942) (1,81,854) C. CASH FLOW FROM FINANCING ACTIVITIES Share Capital (Including Pending Allotment) 3,200 4,000 Borrowings (98,875) 53,465 Interest and Finance Charges (22,787) (29,106) Dividend & Tax on Dividend (40,345) (36,575) Net Cash Flow From Financing Activities (C) (1,58,807) (8,216)

127 Amount In lakh ` (Figures In Parenthesis Represent Deduction) Particulars For the Period For the Period Ended 31-Mar-2018 Ended 31-Mar-2017

D. NET CASH FLOW DURING THE YEAR (A+B+C) (51,544) (10,898)

E. OPENING CASH & CASH EQUIVALENTS (6,980) 3,918

F. CLOSING CASH & CASH EQUIVALENTS (D+E) (58,524) (6,980)

Note: 1. Cash and Cash Equivalents includes Balance with Banks of `37Lac ( Previous year `25037 Lac ) which is not available for use by the Corporation. 2. Previous year's figures have been Regrouped / Rearranged / Recast wherever necessary. 3. Reconcilation of Cash & cash Equivalents has been made in Note No 37.19 (a)

For and on Behalf of Board of Directors

(Sridhar Patra) (D.V. Singh) (Rashmi Sharma) Director (Finance) Chairman & Managing Director Company Secretary DIN: 06500954 DIN:03107819 Membership No.26692

As Per Our Report Of Even Date Attached FOR P.D. AGRAWAL & CO. Chartered Accountants FRN 001049C of ICAI

(Piyush Agrawal) Partner Membership No.:- 073695 Date: 11.08.2018 Place: Rishikesh

128

CARE/DRO/RL/2020‐2021/1624

Mr. A B Goel GM (Finance) THDC India Limited Ganga Bhawan, Pragatipuram, Bye‐pass Road, Rishikesh, Uttarakhand‐ 249201

July 01, 2020

Confidential Dear Sir,

Credit Rating for Proposed Long Term Bonds

Please refer to your request for rating of proposed long term bonds issue aggregating to Rs. 800 crore of your company. Proposed bonds would have tenure of 10 years with bullet repayment at the end of tenure. 2. The following ratings have been assigned by our Rating Committee: Amount Instruments Rating1 Rating Action (Rs. crore) Proposed Long 800.00 CARE AA; Stable; Assigned Term Bonds (Rupees Eight Hundred Crore Only) (Double A; Outlook: Stable)

3. Please arrange to get the rating revalidated, in case the proposed issue is not made within a period of six months from the date of our initial communication of rating to you (that is June 30, 2020). 4. In case there is any change in the size or terms of the proposed issue, please get the rating revalidated.

5. Please inform us the below‐mentioned details of issue immediately, but not later than 7 days from the date of placing the instrument:

Instrument ISIN Issue Coupon Coupon Terms of Redemption Name and contact Details of type Size (Rs Rate Payment Redemption date details of top 10 cr) Dates Debenture Trustee investors

1 Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE publications. CARE Ratings Ltd.

CORPORATE OFFICE: 4th Floor, Godrej Coliseum, Somaiya Hospital Road, 13th Floor, E‐1 Block, Videocon Tower Off Eastern Express Highway, Sion (E), Mumbai ‐ 400 022. Jhandewalan Extension, New Delhi ‐ 110 055. Tel.: +91‐22‐ 6754 3456  Fax: +91‐22‐ 022 6754 3457 Tel: +91‐11‐4533 3200  Fax: +91‐11‐4533 3238 Email: [email protected]  www.careratings.com CIN‐L67190MH1993PLC071691

6. Kindly arrange to submit to us a copy of each of the documents pertaining to the bond issue, including the offer document and the trust deed. 7. The rationale for the rating will be communicated to you separately. A write‐up (press release) on the above rating is proposed to be issued to the press shortly, a draft of which is enclosed for your perusal as Annexure. We request you to peruse the annexed document and offer your comments if any. We are doing this as a matter of courtesy to our clients and with a view to ensure that no factual inaccuracies have inadvertently crept in. Kindly revert as early as possible. In any case, if we do not hear from you by July 03, 2020, we will proceed on the basis that you have no any comments to offer.

8. CARE reserves the right to undertake a surveillance/review of the rating from time to time, based on circumstances warranting such review, subject to at least one such review/surveillance every year.

9. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the outlook, as a result of periodic review/surveillance, based on any event or information which in the opinion of CARE warrants such an action. In the event of failure on the part of the entity to furnish such information, material or clarifications as may be required by CARE so as to enable it to carry out continuous monitoring of the rating of the debt instrument, CARE shall carry out the review on the basis of best available information throughout the life time of such instrument. In such cases the credit rating symbol shall be accompanied by “ISSUER NOT COOPERATING”. CARE shall also be entitled to publicize/disseminate all the afore‐mentioned rating actions in any manner considered appropriate by it, without reference to you.

10. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.

11. Users of this rating may kindly refer our website www.careratings.com for latest update on the outstanding rating.

12. CARE ratings are not recommendations to buy, sell or hold any securities.

CARE Ratings Ltd.

13th Floor, E‐1 Block, Videocon Tower, Jhandewalan Extension, New Delhi ‐ 110 055. Tel: +91‐11‐4533 3200  Fax: +91‐11‐4533 3238 If you need any clarification, you are welcome to approach us in this regard. We are indeed, grateful to you for entrusting this assignment to CARE.

Thanking you,

Yours faithfully,

Gurjinder Singh Sudhir Kumar Deputy Manager Associate Director [email protected] [email protected]

Encl.: As above Disclaimer CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter‐alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.

CARE Ratings Ltd.

13th Floor, E‐1 Block, Videocon Tower, Jhandewalan Extension, New Delhi ‐ 110 055. Tel: +91‐11‐4533 3200  Fax: +91‐11‐4533 3238 Annexure Press Release THDC India Limited (THDC)

Ratings Amount Facilities/Instruments Rating1 Rating Action (Rs. crore) Long Term Bank Facility- CARE AA; Stable; 375.00 Assigned Cash Credit (Double A; Outlook: Stable) 375.00 Total (Rupees Three Hundred Seventy Five Crore Only) 800.00 Proposed Long Term CARE AA; Stable; (Rupees Eight Hundred Crore Assigned Bonds (Double A; Outlook: Stable) Only) Reaffirmed and 600.00 CARE AA; Stable; Long Term Bonds removed from (Rupees Six Hundred Crore only) (Double A; Outlook: Stable) credit watch Details of instruments/facilities in Annexure-1 Detailed Rationale & Key Rating Drivers CARE had earlier placed the rating of THDC India Limited (THDC) under ‘credit watch with developing implications’ following the announcement by NTPC of an in-principal board approval for the acquisition of the Government of India (GoI) stake in THDC along with the transfer of management control. The removal of ‘credit watch with developing implications’ takes into account the completion of the aforesaid transaction by NTPC for acquisition of 74.50% stake in THDC. Furthermore, CARE has also taken clarity from the management of NTPC with respect to likely funding support to THDC towards under implementation capacity. The rating assigned to the proposed long term bonds and long term bank facilities of THDC India Limited and reaffirmation of rating assigned to outstanding long term bonds derive strength from the majority ownership by NTPC Limited (rated CARE AAA; Stable/CARE A1+) which is the largest thermal power generating company of India, strong operating efficiency of its thermal power and wind assets and healthy financial risk profile of the company. The ratings also factors in the cost-plus tariff structure as per Central Electricity Regulatory (CERC) tariff guidelines for majority of its capacity, coupled with revenue visibility backed by long-term power selling arrangements for all capacities, operational as well as under implementation. Besides, with the recent acquisition by NTPC, the company is likely to benefit from the significant project development and management experience of its promoter. However, the rating strengths continue to be constrained by risks associated with the implementation of the ongoing large- sized projects including Khurja Thermal Project (KSTPP) – their overall size being significant relative to its operational capacities – and the below-average credit profile of the company’s power off-takers. The rating also takes cognizance of the delay in the implementation of hydro projects viz. Tehri PSP (TPSP) and Vishnugad Pipalkoti HEP (VPHEP) leading to significant escalation in the project cost. Rating Sensitivities Positive Factors

1Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE publications CARE Ratings Ltd.

13th Floor, E-1 Block, Videocon Tower, Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200  Fax: +91-11-4533 3238  Execution of capex plans within time and cost estimates  Timely receipt of dues from counter parties Negative Factors  Significant delay in the receipt of payments from counter party.  Any adverse change in the regulatory environment of power generation sector. Detailed description of the key rating drivers Key Rating Strengths Majority ownership by NTPC THDC was established in 1988 as a joint venture between the Government of India (GoI) and Government of Uttar Pradesh (GoUP) to develop, operate and maintain Tehri Hydro Power Complex and other Hydro Projects. The stake of GoI has been acquired by NTPC on March 27, 2020. NTPC is the largest thermal power generation company with significant experience in development and management of thermal power projects depicted by operational capacities of 62.11 GW (consolidated) as on March 31, 2020. THDC is likely to gain from the experience of NTPC towards implementation of 1,320 MW Khurja thermal project. Strong operating efficiency of hydro power stations and wind power assets During FY20, THDC’s operating power stations, viz. Tehri HEP (THEP) and Koteshwar HEP (KHEP) has generated 4,245 million units (MUs) of power (PY: 4,396 MUs) as against annual design energy of 3,952 MUs. The generation is marginally lower on account of lockdown imposed by the GoI in March 2020 to contain the spread of COVID-19 leading to a decline in demand of power from off-takers. The plant availability factor (PAF) stood at 82.73% and 76.31% for THEP and KHEP respectively in FY20 as against normative plant availability factor (NAPAF) of 80% and 68% respectively. Furthermore, the company has recently commissioned 24 MW Dhukwan project and has achieved COD on May 05, 2020. The project has generated 7.52 MUs in the May 2020 as per availability of water. The wind assets of the company namely, Patan- 50 MW and Devbhumi Dwarka- 63 MW has achieved CUF of 23.70% (against P90: 25.22%) & 32.13% (against P90: 26.27%) respectively in FY20. Healthy financial risk profile The company has healthy financial risk profile marked by comfortable profitability margins, healthy capital structure and debt coverage indicators. The PBILDT margin of the company stood comfortable at 75.07% in FY20 as against 75.92% in FY19. The capital structure of the company stood healthy as evident from overall gearing of 0.60x as on March 31, 2020, moderated from 0.48x as on March 31, 2019 attributable to drawl of project debt. The overall gearing, however, is expected to inch up to ~1.2x by the time Khurja Thermal Project is completed. Besides, total debt to gross cash accruals and interest coverage ratio of the company stood healthy at 4.05x and 7.51x respectively as on March 31, 2020 though moderated from 2.51x and 7.51x as on March 31, 2019 largely due to one-time additional billing for Koteshwar project included in FY19 as per the final order received form CERC which was not there in FY20. Regulated returns leading to steady operating cash-flows THDC derives approximately 94% of its revenue based on cost-plus mechanism. The tariff for each of the hydro power stations of THDC is determined by CERC by referring to annual fixed cost (AFC), which comprise of interest on loan, interest on working capital, depreciation and operation and maintenance expenses and post-tax return on equity (ROE) at 16.50%.

CARE Ratings Ltd.

13th Floor, E-1 Block, Videocon Tower, Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200  Fax: +91-11-4533 3238 50% of AFC is recoverable upon achieving the design energy, while the balance is recoverable on achieving the Normative Annual Plant Availability Factor (NAPAF) which has been prescribed for each hydro power station by CERC. In the tariff regulation for the period 2019-2024, CERC has increased the NAPAF of THEP and KHEP to 80% and 68% from 77% and 67% respectively. Off-take risk mitigated through PPAs with distribution utilities For off-take of the power, THDC has entered into long-term PPA for the entire Tehri Hydro Power Complex of 2,400 MW (including under construction TPSP) with various beneficiary states. The PPA for Patan wind power project (50MW) and Devbhumi Dwarka wind power project (63MW) has been signed with Guj arat Urja Vikas Nigam Limited (rated CARE AA-; Stable/ CARE A1+) at a fixed tariff of Rs. 4.15/unit and Rs. 4.19/unit respectively. Furthermore, THDC has also signed PPA under cost plus model for VPHEP (444 MW) and under fixed tariff for KSTPP (1320 MW). The company is also developing solar project (50MW), for which PPA has been signed with Kerala State Electricity Board Limited at a fixed tariff. The PPA for recently commissioned Dhukwan project (24MW) has been signed with UPPCL at a fixed tariff. The presence of PPAs for the sale of power provides long term earning visibility of the company. Key Rating Weaknesses Below average financial profiles of beneficiaries viz power distribution utilities The financial health of many of the state distribution utilities continues to remain a cause of concern for the power generating companies including THDC. The higher level of aggregate transmission and commercial (AT&C) losses, the rising power purchase costs and the absence of cost-reflective tariff regimes have put a strain on the financial position of some of the state distribution utilities. Subsequent to the directive from Ministry of Power with regard to furnishing LC to procure power, DISCOMs were largely clearing their current dues. However, with the lockdown imposed in the entire nation by GoI to contain the spread of COVID-19, the collection efficiency of DISCOMs have been impacted leading to continued elevated levels of receivables. Collection period continues to remain high The gross receivables of the company stood at Rs. 1,965 crore as on March 31, 2020 which has increased to Rs. 2,180 crore as on May 31, 2020. The increase in gross debtors is attributable to delay in receipt of payment largely from UPPCL and J&K. However, the receivables are expected to be realized through a one-time liquidity package announced by GoI wherein PFC/REC shall provide loans to DISCOMs against their receivables. The loans shall be backed by state government guarantees. The company has witnessed moderation in collection period to 303 days as on March 31, 2020 as against 198 days as on March 31, 2019 and it continues to remain high. Risk associated with projects under implementation THDC is currently developing TPSP (1,000MW), VPHEP (444MW) and Solar (50MW) projects. Till May-2020, the company has incurred a total cost of Rs. 5,495 crore on above projects against the expected implementation cost of Rs. 8,907 crore. The projects are expected to be commissioned by Jun-2022, Dec-2023 and Dec-2020 respectively. Further, the company is also implementing KSTPP (1320 MW) at an estimated cost of Rs. 11,089 crore coupled with Amelia mine development cost of Rs. 1,587 crore. The KSTPP is expected to be commissioned by Aug-2023. The company has incurred Rs. 945 crore and Rs. 320 crore till May-2020 on KSTPP and Amelia mine respectively. The execution of such large projects exposes company to both funding and implementation risk.

CARE Ratings Ltd.

13th Floor, E-1 Block, Videocon Tower, Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200  Fax: +91-11-4533 3238 Liquidity Profile- Adequate The company has adequate liquidity profile marked by healthy cash generation vis a vis scheduled debt repayments of the company. The company has generated gross cash accruals of Rs. 1,402 crore in FY20. The liquidity profile of the company is also supported by the cushion available in the working capital limits. Further, the company has availed the moratorium from banks towards interest and principal payment for the period March, 2020 to August, 2020 which has eased the liquidity position of the company. Analytical approach: Standalone Applicable Criteria Criteria on assigning Outlook to Credit Ratings CARE’s Policy on Default Recognition Rating Methodology - Infrastructure Sector Ratings Rating Methodology- Private Power Producers Financial ratios – Non-Financial Sector

About the Company THDC India Limited (formerly known as Tehri Hydro Development Corporation Ltd.), was incorporated in July 1988 as a Joint Venture of GoI and GoUP. NTPC has acquired the GoI stake in THDC and holds 74.50% as on March 31, 2020 while balance stake is continued to be held by GoUP. The company was incorporated to develop, operate & maintain the 2400 MW Tehri Hydro Power Complex and other hydro projects. The 2400 MW Tehri Hydro Power Complex compris es of THEP (1000 MW), KHEP (400MW) & TPSP (1000MW; under implementation). THDC has a total commissioned power generation capacity of 1537MW (THEP: 1000MW, Koteshwar HEP: 400MW, Dhukwan: 24MW, Wind- Patan: 50MW and Wind- Dev Bhoomi: 63 MW).

Brief Financials (Rs. crore) FY19 (A) FY20 (A) Total operating income 2,778 2,366 PBILDT 2,109 1,779 PAT 1,256 920 Overall gearing (times) 0.48 0.60 Interest coverage (times) 11.83 7.46 A: Audited Status of non-cooperation with previous CRA: NA Any other information: NA Rating History for last three years: Please refer Annexure-2 Annexure-1: Details of Instruments/Facilities Name of the Date of Coupon Maturity Size of the Issue Rating assigned along Instrument Issuance Rate Date (Rs. crore) with Rating Outlook Fund-based - LT-Cash - - - 375.00 CARE AA; Stable Credit Bonds (Proposed) - - - 800.00 CARE AA; Stable Bonds October 03, 2016 7.59% October 03, 2026 600.00 CARE AA; Stable

CARE Ratings Ltd.

13th Floor, E-1 Block, Videocon Tower, Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200  Fax: +91-11-4533 3238 Annexure-2: Rating History of last three years Sr. Name of the Current Ratings Rating history No. Instrument/Bank Type Amount Rating Date(s) & Date(s) & Date(s) & Date(s) & Facilities Outstanding Rating(s) Rating(s) Rating(s) Rating(s) (Rs. crore) assigned in assigned in assigned in assigned in 2020-2021 2019-2020 2018-2019 2017-2018 1. Term Loan-Long Term LT - - - - 1)CARE AA+; - Stable (05-Apr-18) 2. Bonds LT 600.00 CARE - 1)CARE AA 1)CARE AA+; - AA; (Under Credit Stable Stable watch with (05-Apr-18) Developing Implications) (07-Feb-20) 2)CARE AA; Stable (03-Dec-19) 3)CARE AA; Stable (19-Aug-19) 4)CARE AA+; Stable (03-Apr-19) 3. Fund-based - ST-Term ST - - - 1)Withdrawn 1)CARE A1+ - loan (03-Dec-19) (03-Sep-18) 2)CARE A1+ (19-Aug-19) 4. Fund-based - LT-Cash LT 375.00 CARE - - - - Credit AA; Stable 5. Bonds LT 800.00 CARE - - - - AA; Stable

Note on complexity levels of the rated instrument: CARE has classified instruments rated by it on the basis of complexity. This classification is available at www.careratings.com. Investors/market intermediaries/regulators or others are welcome to write to [email protected] for any clarifications.

CARE Ratings Ltd.

13th Floor, E-1 Block, Videocon Tower, Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200  Fax: +91-11-4533 3238

ICRA Limited

Ref: D/RAT/2020-21/T 185/3

July 15, 2020

Mr A K Garg DGM Finance - Budget THDC India Limited Ganga Bhawan, Pragatipuram Bye Pass Road Rishikesh - 249201

Dear Sir,

Re: ICRA rating for Rs. 800 crore Non Convertible Debenture (NCD) programme of THDC India Limited

Please refer to your request dated July 10, 2020 for revalidating the rating letter issued for the captioned programme.

We confirm that the [ICRA]AA (pronounced as ICRA double A) rating with a Stable outlook assigned to your captioned programme and last communicated to you vide our letter dated June 17, 2020 stands. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

The other terms and conditions for the rating of the aforementioned instrument shall remain the same as communicated vide our letter Ref: D/RAT/2020-21/T 185/1 dated June 17, 2020.

The rating, as aforesaid, however, should not be treated as a recommendation to buy, sell or hold long term debt/non-convertible debenture to be issued by you.

We look forward to further strengthening our existing relationship and assure you of our best services.

With kind regards,

Yours sincerely,

For ICRA Limited

Sabyasachi Majumdar Senior Vice President [email protected]

June 22, 2020

THDC India Limited: [ICRA]AA(Stable) assigned to proposed non-convertible debenture programme; removed the Rating Watch with Developing Implications and Stable outlook assigned on long-term rating

Summary of rating action Previous Current Instrument* Rated Amount Rated Amount Rating Action (Rs. crore) (Rs. crore) Non Convertible Debenture 1500.0 1500.0 [ICRA]AA reaffirmed; removed from Rating Watch with Developing Implications and Stable outlook assigned Non Convertible Debenture – - 800.0 [ICRA]AA (Stable); assigned Proposed Total rated limits 1500.0 2,300.0 *Instrument details are provided in Annexure-1

Rationale

The resolution of the Rating Watch with Developing Implications and assignment of Stable outlook on the long-term rating follows the completion of the acquisition1 of THDC India Limited (THDC) by NTPC Limited (NTPC; rated [ICRA]AAA (Stable)/[ICRA]A1+), and greater clarity on funding support by NTPC towards THDC. The rating reaffirmation factors in THDC’s operational synergies with NTPC, its strategic importance to the power sector in the country (flood control, irrigation, grid stability apart from supply of power) and its long operating track record in the hydropower sector. The rating also favourably factors in the cost-plus tariff structure for THDC’s operating hydro project portfolio (1,400 MW) resulting in regulated returns as well as the presence of long-term power purchase agreements (PPAs) for operational as well under-construction projects. THDC is also expected to benefit from NTPC’s strong execution experience and ability to ensure the operational efficiency levels, including the O&M cost in line with regulatory norms. The rating is, however, constrained by THDC’s counterparty credit risk exposure towards the offtakers (state-owned distribution utilities) as reflected in some build-up in the receivables as on March 2020. Nonetheless, the same is mitigated to some extent due to diversified exposure to counterparties in 10 states/Union Territories as well as coverage under the tripartite agreement in the event of delays in collections for state discoms. As the cash collections and revenue profile of the state- owned distribution utilities has been adversely impacted due to a dip in demand amid lockdown post Covid-19 pandemic, the progress and timeliness in payment pattern from the offtaker utilities remain a key monitorable. Further, the recent notification by the Ministry of Power of liquidity relief scheme in the form of long tenure loans to be made available from PFC/REC, if implemented in a timely manner by the state-owned distribution utilities, would provide cash flow support in the near term so as to correct their overdues towards the generation entities to a large extent. Moreover, THDC is exposed to execution risks associated with the under-construction projects (2,814 MW) comprising 1,444 MW in hydro segment and 1,320 MW in thermal segment. Given the highly capital-intensive nature of under- construction projects, leveraging metrics for THDC are expected to remain elevated in the medium term. While the cost- plus nature of tariffs for operational and the under-construction projects provide a source of comfort, both the

1 Acquisition completed on March 27, 2020 1

company’s ability to execute these projects in a timely manner and within the budgeted costs as well as the implementation of such cost-plus-based PPAs by the identified offtakers remain critical in the long run. Also, the company remains exposed to regulatory risk of any disallowance in the capital cost by CERC for the under-construction projects post commissioning.

The Stable outlook on the rating reflects ICRA’s opinion that THDC will continue to benefit from its cost-plus tariff operations, which will be supported by healthy generation levels and efficient operations. Key rating drivers and their description

Credit strengths Operational synergies and support from NTPC – ICRA takes comfort from NTPC’s dominant position in India’s power sector, its strong financial profile, and demonstrated track record of providing timely support to its subsidiaries. Additionally, THDC, with its under-construction project capacity of 2.8 GW, which includes 1,320-MW Khurja Super Thermal Power Project (STPP), stands to benefit from NTPC’s sizeable project development and project management experience.

Strategically important entity with multiple purposes apart from power generation – THDC’s flagship 2,400-MW Tehri project is a multi-purpose project which, apart from power generation, provides flood control, irrigation water to UP, and drinking water to UP and Delhi. In addition, the 1,000-MW Tehri hydro power project (HPP) assisted in restoration of electricity grid in July 2012. The under-construction 1,000-MW pumped storage plant (Tehri PSP), once commissioned, will not only provide peaking power, but also assist in supporting the grid by providing balancing power in the presence of several intermittent renewable sources of power.

Cost-plus tariff to result in regulated returns – THDC has cost-plus tariff structure for both operational and under- construction projects. The cost-plus tariff framework for the projects (both existing and under-construction) is thus expected to ensure recovery of fixed charges for debt servicing as well as earning regulated returns, subject to meeting normative operating cost and the capital cost within the budgeted/approved level for under-construction projects. Presence of PPAs for all its operational and under-construction projects mitigates offtake risks.

Operational plants running efficiently – Generation from both operating hydro plants (1,000-MW Tehri HPP and 400- MW Koteshwar HPP) have consistently remained close to or above their respective design energy. This has aided the company in not only earning regulated returns but also incentives attached to higher-than-normative plant availability and higher-than-designed energy generation. These incentives compensate for the higher-than-normative O&M expenses for THDC.

Regulatory clarity in place – Tariff for both the operational hydro projects is based on CERC regulations. In the recent regulations (FY2020–FY2024), CERC has continued its cost-plus tariff with regulated return on equity of 16.5% for storage type hydro projects (norms tightened, receivable days 45 days from 60 days, escalation 4.77% instead of 6.64%). The tariff order for 2014-19 was issued in March 2017 for Tehri HPP and in October 2018 for Koteshwar HPP.

Credit challenges Significant project capacity under construction – Sizeable under-construction capacity (2,814 MW) exposes THDC to significant project execution risks (completion within budgeted time and cost estimates). These risks, however, are mitigated by the presence of NTPC, which has strong project execution and management capabilities. The commercial capacity of the NTPC Group stands at 61.8 GW at present.

Exposure to counterparty risks – THDC is exposed to the risk of delayed payments from utilities with weak financials (close to half of the allocated capacity). The receivables have increased to Rs. 2,126 crore as on March 31, 2020 (from Rs. 1,701.3 crore as on March 31, 2019), of which Rs. 1,257 crore (or 59%) are for greater than six months. Increasing receivables are a concern, especially when the cost of power supplied by THDC is not very competitive. This limits its ability to market the power elsewhere. ICRA draws comfort from THDC being covered under tripartite agreements between the GoI, Reserve Bank of India and respective state governments for recovery of discom dues and measures being taken by the Central Government in the form of Rs. 90,000-crore loans to be extended by PFC Ltd and REC Ltd to state discoms for clearing dues of Central Public Sector Undertakings (or CPSUs).

High cost of power generation, especially for under-construction projects: The levelised tariff for operational hydro projects of THDC is above Rs. 4 per unit, while that of under-construction projects is even higher (more than Rs. 7 per unit for 1,000-MW Tehri Pumped Storage Plant and more than Rs. 5 per unit for Vishnugad Pipalkoti HPP) at the current cost estimates (which too can escalate, given the time remaining for construction). This limits the ability to regulate power supplies to a third party in the event of prolonged delay in payments from discoms. Relatively higher tariff required under cost-plus tariff principles for the under-construction projects may pose challenges with respect to operationalisation of their respective PPAs.

Uncertainty regarding approval of costs by CERC – While the under-construction projects are expected to earn regulated returns on account of cost-plus tariff (subject to achieving normative operating parameters), there is uncertainty regarding the quantum of costs that will be eventually approved by CERC. To the extent the costs are disallowed, the cushion available for debt servicing for the respective project loans will be lower.

Increase in leverage level, although debt servicing metrics to remain comfortable – THDC, for its under-construction projects, is expected to incur cumulative expenditure of ~Rs. 15,700 crore over the next five years, which will be substantially funded through debt (debt:equity mix of 70:30). Total debt/OPBITDA is estimated to remain elevated in the medium term, given the high capital intensity involved for the under-construction projects. The debt servicing is expected to remain comfortable though, supported by cost-plus tariff-based PPAs.

Liquidity position: Adequate THDC’s liquidity is adequate supported by the cost-plus nature of operations. This coupled with higher-than-normative operating performance in the past has resulted in adequate cover for debt servicing. The liquidity is also supported by strong financial flexibility and strong parentage of THDC, which results in enhanced ability to tie-up funds. The company had undrawn limits of Rs. 655 crore in the form of unutilised overdraft facility and unutilised short-term loan as on March 31, 2020. Given that THDC has sizeable capital expenditure plans, there is limited cushion available with respect to to any further cost overruns or sizeable dividend payouts during the next three to four years.

Rating sensitivities Positive triggers – Upgrade is unlikely in the near term, given the execution risks associated with under-construction projects.

Negative triggers – Negative pressure on THDC’s rating could arise if there are significant time or cost overruns in the under-construction projects resulting in deterioration in the cost competitiveness of these projects. Significant delay in payment of dues by discoms resulting in the weakening of the THDC’s credit profile may also trigger a rating downgrade. Moreover, adverse outcome on pending legal dispute with one of the contractors (Rs. 450-crore deposited with High Court of Delhi in lieu of arbitration award in favour of contractor) will be a negative trigger. The rating may also be revised downwards if there is a change in the support philosophy by the NTPC towards THDC.

Analytical approach

Analytical Approach Comments Applicable Rating Methodologies Corporate Credit Rating Methodology Parent – NTPC holds a 74.5% stake in THDC The assigned rating derives comfort from strong credit profile of parent NTPC Parent/Group Support (which holds a 74.5% stake in THDC), which is expected to meet the funding requirements or cash flow mismatches of THDC, as and when required Consolidation/Standalone The rating is based on standalone financial statements of the rated entity

About the company THDC is a joint venture of the NTPC and the GoUP (3:1). The NTPC has acquired a 74.5% GoI stake held in THDC in March 2020. The company was incorporated in July 1988 for setting up of 2,400-MW Tehri Hydro Power Project. It has an operational capacity of 1,537 MW, consisting of 1,000-MW Tehri HPP, 400-MW Koteshwar HPP, 24-MW Dhukwan HPP, 63-MW Dwarka wind power project, and 50-MW Patan wind power project. Apart from these projects, the active under- construction projects of the company include the 1,000-MW Tehri Pumped storage plant, the 444-MW Vishungadh Pipalkoti, the 1,320-MW Khurja Super Thermal Power Project and the associated Amelia coal block and the 50-MW solar project in Kasargod, Kerala.

As per provisional results, in FY2020, the company reported a net profit of Rs. 906.9 crore on an operating income (OI) of Rs. 2,402.1 crore against net profit of Rs. 1255.6 crore on an OI of Rs. 2840.7 crore in FY2019.

Key financial indicators (provisional)

FY2019 FY2020

Operating Income (Rs. crore) 2,840.7 2,402.1 PAT (Rs. crore) 1,255.6 906.9 OPBDIT/OI (%) 76.0% 75.0% RoCE (%) 21.3% 14.5%

Total Outside Liabilities/Tangible Net Worth (times) 0.6 0.6 Total Debt/OPBDIT (times) 2.0 3.1 Interest Coverage (times) 12.3 9.3 DSCR (excluding Short term debt/ prepayments) 1.5 2.2

Status of non-cooperation with previous CRA: Not applicable Any other information: None

Rating history for past three years Current Rating (FY2021) Chronology of Rating History for the past 3 years Date & Date & Rating in FY2020 Date & Rating Date & Rating Amount Amount Rating in FY2019 in FY2018 Rated Outstanding 22-June 5-Feb 30-Aug Instrument Type (Rs. crore) (Rs. crore) 2020 2020 2019 1 Non Convertible Debenture Long 1500.0 1500.0* [ICRA]AA [ICRA]AA [ICRA]AA& - - Term (Stable) (Stable) 2 Non Convertible Debenture - Long 800.0 - [ICRA]AA - - - Proposed Term (Stable) *as on March 31, 2020 &: Under rating watch with developing implications

Complexity level of the rated instrument ICRA has classified various instruments based on their complexity as "Simple", "Complex" and "Highly Complex". The classification of instruments according to their complexity levels is available on the website click here

Annexure-1: Instrument details ISIN Instrument Name Date of Coupon Maturity Amount Rated Current Rating and Issuance / Rate Date (Rs. crore) Outlook Sanction INE812V07021 Non Convertible Debenture September 8.75% September 1500.0 [ICRA]AA(Stable) 6, 2019 6, 2029 NA Non Convertible Debenture - - - - 800.0 [ICRA]AA(Stable) Proposed Source: THDC India Limited

Annexure-2: List of entities considered for consolidated analysis: Not applicable

Analyst Contacts Sabyasachi Majumdar Girishkumar Kadam +91 124 4545 304 +91 22 6114 3441 [email protected] [email protected]

Siddhartha Kaushik +91 124 4545 323 [email protected]

Relationship Contact L Shivakumar +91 22 6169 3300 [email protected]

MEDIA AND PUBLIC RELATIONS CONTACT

Ms. Naznin Prodhani Tel: +91 124 4545 860 [email protected]

Helpline for business queries:

+91-9354738909 (open Monday to Friday, from 9:30 am to 6 pm) [email protected]

About ICRA Limited:

ICRA Limited was set up in 1991 by leading financial/investment institutions, commercial banks and financial services companies as an independent and professional investment Information and Credit Rating Agency.

Today, ICRA and its subsidiaries together form the ICRA Group of Companies (Group ICRA). ICRA is a Public Limited Company, with its shares listed on the Bombay Stock Exchange and the National Stock Exchange. The international Credit Rating Agency Moody’s Investors Service is ICRA’s largest shareholder.

For more information, visit www.icra.in

ICRA Limited

Corporate Office Building No. 8, 2nd Floor, Tower A; DLF Cyber City, Phase II; Gurgaon 122 002 Tel: +91 124 4545300 Email: [email protected] Website: www.icra.in

Registered Office 1105, Kailash Building, 11th Floor; 26 Kasturba Gandhi Marg; New Delhi 110001 Tel: +91 11 23357940-50

Branches

Mumbai + (91 22) 24331046/53/62/74/86/87 Chennai + (91 44) 2434 0043/9659/8080, 2433 0724/ 3293/3294, Kolkata + (91 33) 2287 8839 /2287 6617/ 2283 1411/ 2280 0008, Bangalore + (91 80) 2559 7401/4049 Ahmedabad + (91 79) 2658 4924/5049/2008 Hyderabad + (91 40) 2373 5061/7251 Pune + (91 20) 2556 0194/ 6606 9999

Contents may be used freely with due acknowledgement to ICRA.

ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA ratings are subject to a process of surveillance, which may lead to revision in ratings. An ICRA rating is a symbolic indicator of ICRA’s current opinion on the relative capability of the issuer concerned to timely service debts and obligations, with reference to the instrument rated. Please visit our website www.icra.in or contact any ICRA office for the latest information on ICRA ratings outstanding. All information contained herein has been obtained by ICRA from sources believed by it to be accurate and reliable, including the rated issuer. ICRA however has not conducted any audit of the rated issuer or of the information provided by it. While reasonable care has been taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of any kind, and ICRA in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. Also, ICRA or any of its group companies may have provided services other than rating to the issuer rated. All information contained herein must be construed solely as statements of opinion, and ICRA shall not be liable for any losses incurred by users from any use of this publication or its contents

July 14, 2020

THDC INDIA LTD (Company) Bhagirath Bhawan Top Terrace Bhagirathpuram Tehri Garhwal –UR-249001 IN

Sub: Consent to act as Debenture Trustee for the issue of Redeemable, Non-cumulative Secured, Rated, Listed ,Non-Convertible Debentures having a face value of INR 10,00,000( Rupee Ten Lakh only) each, for cash at par worth Rs. 300 Crore with Green Shoe Option of Rs. 500 Crore aggregating to Rs. 800 Crore(Rupee Eight Hundred crore only)(“Debentures”) on private placement basis to be issued by THDC INDIA LTD (Company)

Dear Sir,

This is with reference to our discussion regarding appointment of Vistra ITCL (India) Limited for the issue of Redeemable, Non-cumulative Secured, Rated, Listed ,Non-Convertible Debentures having a face value of INR 10,00,000( Rupee Ten Lakh only) each, for cash at par worth Rs. 300 Crore with Green Shoe Option of Rs. 500 Crore aggregating to Rs. 800 Crore(Rupee Eight Hundred crore only)(“Debentures”) on private placement basis to be issued by the Company. In this regard, we do hereby give our consent to act as the Debenture Trustee subject to the Company agreeing to the following conditions.

1. The Company agrees and undertakes to create securities as mentioned under the Debenture Trustee Appointment Agreement dated July 10, 2020 for the above referred issue. The said security shall be created on such terms and conditions as disclosed in the Debenture Trustee Appointment Agreement and execute necessary documents as agreed upon by the Company under the transaction documents

2. The Company agrees & undertakes to pay Debenture Trustees so long as they hold the office of the Debenture Trustee, remuneration as stated in appointment letter dated March 09, 2020 for the services as Debenture Trustee in addition to all legal, travelling and other costs, charges and expenses which the Debenture Trustee or their officers, employees or agents may incur in relation to execution of the Debenture Trust Deed and all other documents affecting the Security till the monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in all respects, have been complied with

3. The Company shall comply with the provisions of SEBI (Debenture Trustees) Regulations, 1993, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and other applicable provisions as amended from time to time and agrees to furnish to Trustee such information in terms of the same on regular basis.

Sincerely, Vistra ITCL (India) Limited

Authorized Signatory

Registered office: Tel +91 22 2659 3535 The IL&FS Financial Centre, Fax: +912226533297 Plot C- 22, G Block, 7th Floor Vistra ITCL (India) Limited

Bandra Kurla Complex, Bandra (East), Email: [email protected] Mumbai 400051 www.vistraitcl.com Corporate Identity Number (CIN):U66020MH1995PLC095507

Ref: Consent/THDC Monday, March 16, 2020

M/s. THDC INDIA LIMITED, Bhagirath Bhawan Top Terrace Bhagirathipuram Tehri Garhwal UR 249001

Sub: Consent for the issue of Rs. 300 Crore with green Shoe Option of Rs. 500 Crore

Dear Sir/Madam,

We hereby give our consent to act as Registrar issue of Rs. 300 Crore with green Shoe Option of Rs. 500 Crore and are agreeable to the inclusion of our name as “Registrar to Issue’ in the disclosure documents and/or applications to be made to the Stock Exchange(s) and/or Depositories in this regard.

Thanking you,

Yours faithfully, for KFin Technologies Private Limited

S P Venugopal Corporate Registry

CC: National Securities Depository Limited, Trade World-A Wing, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400013

Central Depository Services (India) Limited, Phiroze Jeejeebhoy Towers, 16th Floor, Dalal Street, Mumbai-400 001

KFin Technologies Private Limited Registered & Corporate Office “Selenium Tower-B”, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad - 500032, Telangana. Ph. : +91 40 6716 2222, 3321 1000 | www.kfintech.com | CIN : U72400TG2017PTC117649

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¥ ¦ ¢ ¥ ! " BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

DCS/COMP/BS/IP-PPDI/217/20-21 July 13, 2020

The Company Secretary THDC India Limited BhagirathBhawan, Top Terrace, Bhagirathipuram, Tehri Garhwal 249001

Dear Sir, Re: Private Placement of Secured, Redeemable, Non-Convertible, Non-Cumulative, Taxable Bonds (Series III) in the nature of Debentures of the Face Value of Rs.10,00,000/- each, for cash at par worth Rs.300 crore with Green Shoe Option of Rs.500 crore aggregating to Rs.800 crores by THDC India Limited(:THDCIL”/ ”The Issuer”).

We acknowledge receipt of your application on the online portal on July 10, 2020 seeking In-principle approval for issue of captioned security. In this regard, the Exchange is pleased to grant in-principle approval for listing subject to fulfilling the following conditions:

1. Filing of listing application.

2. Payment of fees as may be prescribed from time to time.

3. Compliance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended 2012, and submission of Disclosures and Documents as per Regulations 21, in the format specified in Schedule I of the said Regulations and also Compliance with provisions of Companies Act 2013.

4. Receipt of Statutory & other approvals & compliance of guidelines issued by the statutory authorities including SEBI, RBI, DCA etc. as may be applicable.

5. Compliance with change in the guidelines, regulations directions of the Exchange or any statutory authorities, documentary requirements from time to time

6. Compliance with below mentioned circular dated June 10, 2020 issued by BSE before opening of the issue to the investors.:

https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20200610-31

This In-Principle Approval is valid for a period of 1 year from the date of issue of this letter. The Exchange reserves its right to withdraw its in-principle approval at any later stage if the information submitted to the Exchange is found to be incomplete/ incorrect/misleading/false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Guidelines/Regulations issued by the statutory authorities etc. Further, it is subject to payment of all applicable charges levied by the Exchange for usage of any system, software or similar such facilities provided by BSE which the Company shall avail to process the application of securities for which approval is given vide this letter.

Yours Faithfully, For BSE Limited Sd/- Sd/- Rupal Khandelwal Raghavendra Bhat Senior Manager Deputy Manager

BSE - CONFIDENTIAL