Capital First: Outcome of Board Meeting

Sub.: Outcome of the Board Meeting held on May 10, 2017 Dear Sir / Madam, We wish to inform you that: 1. The Board of Directors (the Board) at its meeting held today i.e. May 10, 2017 has inter alia considered and approved the Audited Annual Accounts (Standalone and Consolidated) for the quarter and financial year ended March 31, 2017 and Audited Financial Results (Standalone and Consolidated) for the quarter and financial year ended March 31, 2017, prepared pursuant to Regulation 33 of the Listing Regulation. Please find enclosed said Audited Results along with Audit Report. M/s. S. R. Batliboi & Co. LLP, Statutory Auditors of the Company have issued unmodified opinion with respect to the Audited Financials Results (Standalone and Consolidated) of the Company for the quarter and financial year ended March 31, 2017. 2. The Board has also recommended, subject to the approval of shareholders, payment of Dividend of Rs. 2.60/- per equity share of Rs.10/- each (26%), to the equity shareholders of the Company for the Financial Year 2016-2017. The said dividend, if approved by shareholders, is proposed to be paid on or after July 06, 2017. 3. Twelfth Annual General Meeting of the Company will be held on Wednesday, July 05, 2017. 4. The Board has also considered and approved issue of Non-Convertible Debentures (NCDs) on Private Placement Basis within the overall borrowing limits of the Company subject to approval of members. 5. The Board has considered and approved raising funds by issue of securities including but not limited to American Depository Receipts/ Global Depository Receipts/Foreign Currency Convertible Bonds (FCCBs)/Foreign Currency Exchangeable Bonds (FCEBs) and/or other permissible modes whether Rupee denominated or denominated in foreign currency, through public and/or private offerings and/or on preferential allotment basis or through Qualified Institutional Placement (QIP) or any combination thereof for an aggregate amount not exceeding Rs. 500 Crores only (Rupees Five Hundred Crores only) or equivalent thereof in any foreign currency, inclusive of such premium as may be fixed on such Securities subject to approval of Members in the ensuing 12th Annual General Meeting and other applicable law, if any. 6. The Board has approved Employee Stock Option Scheme viz. ?CFL - ESOS 2017 subject to the approval of shareholders. Following are the brief particulars as per the requirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: Brief Details of the Scheme The Scheme shall be called as the ?CFL ESOS ? 2017 and shall extend its benefits to the present and/or future permanent Employees and Executive directors of the Company, and to that of its present and future Subsidiaries, in accordance with the applicable laws. The Scheme will be implemented via Direct Route wherein company will directly allot shares to the employees upon exercise of options by them. Whether the scheme is in terms of SEBI (SBEB) Regulations, 2014 (if applicable) Yes Total number of shares covered by these options 25,00,000 (Twenty Five Lac) Each option is convertible into/or equal to one equity share of the Company. Pricing formula The options can be exercised at any of the following price as may be determined by the Nomination & Remuneration Committee at its sole discretion in respect of each grant under CFL ESOS - 2017: (i) Market Price or (ii) Such price as may be determined by the Nomination and Remuneration Committee, rounded off to the nearest rupee. Market Price shall be as per the SEBI Regulations OR as determined by the method which the Nomination and Remuneration Committee may approve in accordance with the SEBI Regulations subject to the fact that the maximum discount to the Market Price shall not exceed 50% of the Market Price. Time within which option may be exercised The options shall be capable of being exercised within a period of 5 (five) years from the date of grant or 6 months from the date of vesting of respective options, whichever is later Brief details of significant terms The term of each option shall be as stated in the Grant Letter and shall be subject to the terms of this Scheme. The Disclosure in accordance with Regulation 52(4) of the Listing Regulations is also enclosed. The Certificates of the Debenture Trustees as required under regulation 52(5) of the Listing Regulations will be sent separately. The meeting of the Board of Directors of the Company commenced at 12:30 p.m. and concluded at 02:40 p.m. Please take the above on record and acknowledge receipt of the same.