Bell Ltd. wants to list its Non-Convertible Redeemable Preference Shares on private placement basis. Explain the conditions to be fulfilled by Bell Ltd. in this regard.

Part A of Chapter IV of SEBI (Issue and Listing of Non- Convertible Securities) Regulation 2021 deals with the Conditions for listing of Non-Convertible Redeemable Preference shares on Private placement basis The issuer shall forward the listing application along with the disclosures as per this regulation to the stock exchange(s) within such days as may be specified by the SEBI from the date of closure of the issue. However, in case of delay in listing of such securities beyond such time period as may be specified by the SEBI from the date of closure of the issue, the issuer shall pay an additional interest/dividend at the rate as may be specified by the SEBI from time to time, over and above the coupon/dividend applicable for such securities. Regulation 45 of SEBI (Issue and Listing of Non- Convertible Securities) Regulation 2021 states that the issuer making a private placement of debt securities and non-convertible redeemable preference shares and seeking listing thereof on a recognised stock exchange shall make the following disclosures in the placement memorandum: disclosures specified in Schedule II of these regulations; disclosures specified in the Companies Act, 2013 (18 of 2013), as applicable; additional disclosures as may be specified by the SEBI. The disclosures as mentioned above shall be made on the websites of stock exchange(s) where such securities are proposed to be listed and shall be available for download in PDF or any other format as may be specified by the SEBI. (3) The issuer shall ensure that the audited financial statements contained in the placement memorandum and tranche placement memorandum shall not be more than six months old from the date of filing placement memorandum or the issue opening date, as applicable: However, in case of: listed issuers (whose non-convertible securities or specified securities are listed on recognised stock exchange(s)), who are in compliance with the listing regulations; the issuers of non-convertible securities, who are subsidiaries of entities who have listed their specified securities, and are in compliance with the listing regulations, instead of audited financial statements for the stub period, they may disclose unaudited financial information for such period in the format as prescribed in the listing regulations with limited review report, as filed with the stock exchange(s), subject to necessary disclosures in this regard in the placement memorandum including risk factors.