Common use of Fees, Expenses and Taxes Clause in Contracts

Fees, Expenses and Taxes. 18.1 The Company and the Selling Shareholders shall pay the fees and expenses of the BRLMs as set out in, and in accordance with, the Fee Letter. In the event of any inconsistency or dispute between the terms of this Agreement and the Fee Letter, the terms of this Agreement shall prevail, provided that the Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or taxes payable thereto. 18.2 Each of the Company and the Selling Shareholders agrees to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Selling Shareholders) directly attributable to the Offer (excluding listing fees, audit fees of the Statutory Auditors and expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) that will be borne by the Company) (“Shared Expenses”), based on the proportion of the Equity Shares allotted by the Company in the Fresh Issue and sold by the respective Selling Shareholders in the Offer for Sale, subject to Applicable Law. Upon successful completion of the Offer and the receipt of listing and trading approvals from the Stock Exchanges, a list and bifurcation of all fees and expenses (along with relevant documents and backups) in accordance with Applicable Law and the terms of this Agreement shall be shared by the Company with the Selling Shareholders. Based on the list, the payment of all fees and expenses shall be made directly from the Public Offer Account. Any expenses paid by the Company on behalf of Selling Shareholders in the first instance will be reimbursed to the Company, directly from the Public Offer Account. Appropriate details in this regard shall be included in the Escrow and Sponsor Bank Agreement, to be entered into in relation to the Offer. Notwithstanding anything contained herein or in any other documentation relating to the Offer, it is also clarified that, in the event that the Offer is withdrawn or not successfully completed for any reason, subject to Applicable Laws, all costs and expenses (including all applicable taxes) with respect to the Offer shall be exclusively borne by the Company, unless specifically required otherwise by the relevant Governmental Authority. In such an event, the BRLMs and legal counsel shall be entitled to receive fees and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement letters. 18.3 Subject to and without prejudice to any exemptions granted to a Selling Shareholder under Applicable Law or its charter documents, each Selling Shareholder, severally and not jointly, acknowledge that the payment of STT in relation to sale of its Offered Shares in the Offer for Sale is the obligation of such Selling Shareholder and not of the BRLMs, and any deposit of such tax by the BRLMs (in the manner to be set out in the escrow and sponsor bank agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall neither derive any economic benefits from the transaction relating to the payment of STT. Accordingly, each Selling Shareholder severally undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of STT in relation to its Offered Shares in the Offer for Sale, the respective Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their respective Affiliates, in any litigation or arbitration and/or investigation by any regulatory or supervisory authority. Such STT shall be deducted based on an opinion issued by a chartered accountant appointed by the Company on behalf of the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. Additionally, for the calculation of the STT in relation to the respective Offered Shares, the BRLMs will rely on the certificate provided by independent Chartered Accountant appointed by the Company for the Offer. 18.4 All outstanding amounts payable to the BRLMs in accordance with the terms of the Fee Letter and the legal counsel to the Company and the BRLMs, shall be payable directly from the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. For any Offer related expenses that are not paid from the Public Offer Account, the Company agrees to advance the cost and such expenses will be reimbursed by each of the Selling Shareholders for its respective proportion of such costs in terms of this Clause 18. 18.5 Notwithstanding anything in this Agreement, the BRLMs and the Company acknowledge and agree that IFC is immune from taxation in India in terms of the Articles of Agreement of IFC and the International Finance Corporation (Status, Immunities and Privileges) Act, 1958 and therefore all remittances of the proceeds of the sale/ transfer of the Offered Shares to IFC shall be made without any tax deduction or withholding, till such immunity is valid.

Fees, Expenses and Taxes. 18.1 The Company and the Selling Shareholders shall pay the fees and expenses of the BRLMs Book Running Lead Managers as set out inspecified in the Engagement Letter. All costs, charges, fees and expenses directly related to, and incurred in accordance withconnection with the Offer, the Fee Letter. In the event of any inconsistency or dispute between the terms of this Agreement other than listing fees and the Fee Letter, the terms of this Agreement shall prevail, provided that the Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or taxes payable thereto. 18.2 Each of the Company and the Selling Shareholders agrees to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Selling Shareholders) directly attributable to the Offer (excluding listing fees, audit fees of the Statutory Auditors statutory auditors and expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices practice of the Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) that will Company, each of which shall be borne solely by the Company) (“Shared Expenses”), based on but including advertising, printing, road show expenses, accommodation and travel expenses, costs for legal counsel, registrar fees and bank charges, fees to be paid to the proportion BRLMs or any Intermediaries, book building fees and other charges, fees payable to SEBI or stock exchanges or depositories and/or any other Governmental Authority etc., and payments to consultants and advisors, shall be shared among the Company and each of the Selling Shareholders in proportion to the number of Equity Shares allotted issued and Allotted by the Company in through the Fresh Issue and sold by each of the respective Selling Shareholders in through the Offer for Sale, subject Sale and shall be paid within the time prescribed under the agreements to be entered into with such persons and in accordance with Applicable Law. Upon successful completion All outstanding amounts payable to the BRLMs in accordance with the terms of the Engagement Letter shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of the final listing and trading approvals from the Stock Exchanges, a list and bifurcation of . It is further clarified that all fees and expenses (along with relevant documents and backups) in accordance with Applicable Law and the terms of this Agreement such payments shall be shared made first by the Company, and only upon successful completion of the Offer, any payments by the Company with in relation to the Offer expenses on behalf of any of the Selling Shareholders. Based on the list, the payment of all fees and expenses Shareholders shall be made directly from reimbursed by such Selling Shareholder to the Company inclusive of taxes. The Selling Shareholders agree that it shall reimburse the Company, by deduction of amounts lying to the credit of the Public Offer Account. Any Escrow Account in the manner set out in the cash escrow and sponsor bank agreement, for all expenses paid undertaken by the Company on their behalf in relation to the Offer in proportion to the Equity Shares offered by each of them as part of the Offer. 18.2 The Selling Shareholders Shareholders, severally and not jointly, agree to retain an amount equivalent to STT in relation to his respective Offered Shares in the first instance will public issue account and authorize the BRLMs to instruct the bank where public issue account is maintained to remit such amounts at the instruction of the BRLMs for payment of STT in such manner as may be reimbursed to the Company, directly from the Public Offer Account. Appropriate details in this regard shall be included agreed in the Escrow and Sponsor Bank Agreement 18.3 The Corporate Promoter Selling Shareholder agrees and undertakes that it shall pay, to be entered into upon becoming due, any stamp, registration or income tax, payable on or in relation connection with the Offered Shares, pursuant to the Offer. Notwithstanding anything contained herein or The BRLMs shall not be liable in any manner whatsoever for any such stamp, registration or other documentation relating taxes and duties payable in connection with the Offered Shares. It shall also abide by the applicable provisions of the Income Tax Act regarding the Capital Gains tax. 18.4 The Company agrees that it shall pay the BRLMs, immediately but not later than 5 (five) Working Days of receiving an intimation from them, for any liabilities incurred by the BRLMs for delay or failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the OfferOffer and/or the SCSBs as set out in the SEBI circular dated SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, it is also clarified that2021, SEBI circular dated SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular no SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022. The BRLMs, upon incurring any liabilities in terms of the aforementioned SEBI circulars will promptly intimate the Company. 18.5 The Company agrees that in the event of any compensation required to be paid and or any other amounts payable or paid by the Book Running Lead Managers to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and/or any Applicable Law, the Company shall reimburse the relevant Book Running Lead Managers for such compensation (including applicable taxes and statutory charges, interest or penalty, if any) immediately but not later than 5 (Five) Working Days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Book Running Lead Managers, or (ii) the amount of compensation payable (including applicable taxes and statutory charges, interest or penalty, if any) being communicated to the Company in writing by the Book Running Lead Managers. 18.6 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed for any reason, subject to Applicable Laws, all costs and expenses (including all applicable taxes) with respect to the Offer shall be exclusively borne by the Company, unless specifically required otherwise by the relevant Governmental Authority. In such an eventcompleted, the BRLMs and legal counsel shall be entitled to receive fees from the Company and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement lettersthe Engagement Letter. 18.3 Subject to and without prejudice to any exemptions granted to a Selling Shareholder under Applicable Law or its charter documents, each Selling Shareholder, severally and not jointly, acknowledge that the payment of STT in relation to sale of its Offered Shares in the Offer for Sale is the obligation of such Selling Shareholder and not of the BRLMs, and any deposit of such tax by the BRLMs (in the manner to be set out in the escrow and sponsor bank agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall neither derive any economic benefits from the transaction relating to the payment of STT. Accordingly, each Selling Shareholder severally undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of STT in relation to its Offered Shares in the Offer for Sale, the respective Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their respective Affiliates, in any litigation or arbitration and/or investigation by any regulatory or supervisory authority. Such STT shall be deducted based on an opinion issued by a chartered accountant appointed by the Company on behalf of the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. Additionally, for the calculation of the STT in relation to the respective Offered Shares, the BRLMs will rely on the certificate provided by independent Chartered Accountant appointed by the Company for the Offer. 18.4 All outstanding amounts payable to the BRLMs in accordance with the terms of the Fee Letter and the legal counsel to the Company and the BRLMs, shall be payable directly from the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. For any Offer related expenses that are not paid from the Public Offer Account, the Company agrees to advance the cost and such expenses will be reimbursed by each of the Selling Shareholders for its respective proportion of such costs in terms of this Clause 18. 18.5 Notwithstanding anything in this Agreement, the BRLMs and the Company acknowledge and agree that IFC is immune from taxation in India in terms of the Articles of Agreement of IFC and the International Finance Corporation (Status, Immunities and Privileges) Act, 1958 and therefore all remittances of the proceeds of the sale/ transfer of the Offered Shares to IFC shall be made without any tax deduction or withholding, till such immunity is valid.

Fees, Expenses and Taxes. 18.1 20.1. The Company and the Selling Shareholders shall pay the fees and expenses of the BRLMs as set out in, and in accordance with, the Fee Engagement Letter. In the event of any inconsistency or dispute between the terms of Notwithstanding anything in this Agreement and the Fee LetterAgreement, the terms in relation to payment of this Agreement shall prevail, provided that fees and expenses to the Fee BRLMs in the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or taxes payable theretoAgreement. 18.2 Each of the 20.2. The Company and the Selling Shareholders agrees agree to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Selling Shareholders) directly attributable to the Offer (excluding listing fees, audit fees of the Statutory Auditors and expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) and the audit fees of the statutory auditors of the Company (other than in relation to the Offer) that will be borne paid exclusively by the Company) (“Shared Expenses”), based on the proportion of Offered Shares sold and transferred pursuant to the Offer for Sale, and the Equity Shares allotted by the Company in pursuant to the Fresh Issue Issue, respectively and sold by in accordance with Applicable Laws. In addition, each of the respective Selling Shareholders in agree to bear its proportional share of the costs and expenses of the Offer for Sale, subject Sale in proportion to Applicable Lawthe Equity Shares being sold by such Selling Shareholder in accordance with Section 28(3) of the Companies Act. Upon successful completion The Company agrees to advance the cost and expenses of the Offer and the receipt of listing and trading approvals from the Stock Exchanges, a list and bifurcation of all fees and expenses (along with relevant documents and backups) in accordance with Applicable Law and the terms of this Agreement shall be shared by the Company with the Selling Shareholders. Based on the list, the payment of all fees and expenses shall be made directly from the Public Offer Account. Any expenses paid by the Company on behalf of Selling Shareholders in the first instance will be reimbursed to by the CompanySelling Shareholders for its respective proportion of such costs and expenses only upon the successful consummation of the Offer, directly from the Public Offer Account. Appropriate details in this regard shall be included in the Escrow except for such costs and Sponsor Bank Agreement, to be entered into expenses in relation to the Offer. Notwithstanding anything contained herein or in any other documentation relating to the Offer, it is also clarified that, in the event that the Offer is withdrawn or not successfully completed which are paid for any reason, subject to Applicable Laws, all costs and expenses (including all applicable taxes) with respect to the Offer shall be exclusively borne directly by the Company, unless specifically required otherwise by the relevant Governmental Authority. In such an event, the BRLMs and legal counsel shall be entitled to receive fees and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement lettersSelling Shareholders. 18.3 Subject to and without prejudice to any exemptions granted to a 20.3. The Selling Shareholder under Applicable Law or its charter documents, each Selling ShareholderShareholders, severally and not jointly, acknowledge acknowledges that the calculation and payment of STT in relation to offer and sale of its the Offered Shares in the Offer for Sale is the obligation of such Selling Shareholder and not of the BRLMsShareholder, and any deposit of such tax by the BRLMs (in the manner to be set out in the cash escrow and sponsor bank agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall neither derive any economic benefits from the transaction relating to the payment of STTSTT nor be liable for obligations of the Selling Shareholders in this regard. Accordingly, each Selling Shareholder severally undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of STT in relation to its the Offered Shares in the Offer for Sale, the respective Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their respective Affiliates, in any ongoing or future litigation or arbitration and/or investigation by any regulatory or supervisory authorityauthority and defray any costs and expenses that may be incurred by the BRLMs in this regard. Such STT shall be deducted based on an opinion issued by a chartered accountant appointed by the Company on behalf of the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. 20.4. AdditionallyThe BRLMs shall not be liable in any manner whatsoever for any stamp, for registration or other taxes and duties payable in connection with the calculation of the STT in relation to the respective Offered Shares, which will be the BRLMs will rely on responsibility of the certificate provided by independent Chartered Accountant appointed by Selling Shareholders as per Applicable Law. Each of the Company for the Offer. 18.4 All outstanding amounts payable Selling Shareholders, severally and not jointly, agrees to retain an amount equivalent to the BRLMs STT payable by it in accordance with the terms respect of the Fee Letter and the legal counsel to the Company and the BRLMs, shall be payable directly from its respective Offered Shares as per Applicable Law in the Public Offer Account and immediately on receipt of authorizes the listing and trading approvals from the Stock Exchanges. For any Offer related expenses that are not paid from BRLMs to instruct the Public Offer Account, Account Bank to remit such amounts at the Company agrees to advance the cost and such expenses will be reimbursed by each instruction of the Selling Shareholders for its respective proportion of such costs in terms of this Clause 18. 18.5 Notwithstanding anything in this Agreement, the BRLMs and the Company acknowledge and agree that IFC is immune from taxation in India in terms of the Articles of Agreement of IFC and the International Finance Corporation (Status, Immunities and Privileges) Act, 1958 and therefore all remittances of the proceeds of the sale/ transfer of the Offered Shares to IFC shall be made without any tax deduction or withholding, till such immunity is valid.BRLMs

Fees, Expenses and Taxes. 18.1 20.1. The Company and the Selling Shareholders shall pay the fees and expenses of the BRLMs as set out in, and in accordance with, the Fee Engagement Letter. In The Company and Selling Shareholders agree that the event of any inconsistency or dispute offer expenses letter signed between themselves reflects their mutual agreement regarding the terms of expenses for the Offer. Notwithstanding anything in this Agreement and the Fee LetterAgreement, the terms in relation to payment of this Agreement shall prevail, provided that fees and expenses to the Fee BRLMs in the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or taxes payable theretoAgreement. 18.2 Each of the 20.2. The Company and the Selling Shareholders agrees agree to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Selling Shareholders) directly attributable to the Offer (excluding listing fees, audit fees of the Statutory Auditors and expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) and the audit fees of the statutory auditors of the Company (other than in relation to the Offer) that will be borne paid by the Company) (“Shared Expenses”), based on the proportion of Offered Shares included in the Offer for Sale, and the Equity Shares allotted by the Company in pursuant to the Fresh Issue Issue, respectively and sold by in accordance with Section 28(3) of the respective Companies Act. In addition, each of the Selling Shareholders in agree to bear its proportional share of the costs and expenses of the Offer for Sale, subject Sale in proportion to Applicable Lawthe Equity Shares being sold by such Selling Shareholder. Upon successful completion The Company agrees to advance the cost and expenses of the Offer and the receipt of listing and trading approvals from the Stock Exchanges, a list and bifurcation of all fees and expenses (along with relevant documents and backups) in accordance with Applicable Law and the terms of this Agreement shall be shared by the Company with the Selling Shareholders. Based on the list, the payment of all fees and expenses shall be made directly from the Public Offer Account. Any expenses paid by the Company on behalf of Selling Shareholders in the first instance will be reimbursed to by the CompanySelling Shareholders for its respective proportion of such costs and expenses only upon the successful consummation of the Offer, directly from the Public Offer Account. Appropriate details in this regard shall be included in the Escrow except for such costs and Sponsor Bank Agreement, to be entered into expenses in relation to the Offer. Notwithstanding anything contained herein or in any other documentation relating to the Offer, it is also clarified that, in the event that the Offer is withdrawn or not successfully completed which are paid for any reason, subject to Applicable Laws, all costs and expenses (including all applicable taxes) with respect to the Offer shall be exclusively borne directly by the Company, unless specifically required otherwise by the relevant Governmental Authority. In such an event, the BRLMs and legal counsel shall be entitled to receive fees and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement lettersSelling Shareholders. 18.3 Subject to and without prejudice to any exemptions granted to a 20.3. The Selling Shareholder under Applicable Law or its charter documents, each Selling ShareholderShareholders, severally and not jointly, acknowledge acknowledges that the calculation and payment of STT in relation to offer and sale of its the Offered Shares in the Offer for Sale is the obligation of such Selling Shareholder and not of the BRLMsShareholder, and any deposit of such tax by the BRLMs (in the manner to be set out in the cash escrow and sponsor bank agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall neither derive any economic benefits from the transaction relating to the payment of STTSTT nor be liable for obligations of the Selling Shareholders in this regard. Accordingly, each Selling Shareholder severally undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of STT in relation to its the Offered Shares in the Offer for Sale, the respective Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their respective Affiliates, in any ongoing or future litigation or arbitration and/or investigation by any regulatory or supervisory authorityauthority and defray any costs and expenses that may be incurred by the BRLMs in this regard. Such STT shall be deducted based on an opinion issued by a chartered accountant appointed by the Company on behalf of the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. 20.4. AdditionallyThe BRLMs shall not be liable in any manner whatsoever for any stamp, for registration or other taxes and duties payable in connection with the calculation of the STT in relation to the respective Offered Shares, which will be the responsibility of the Selling Shareholders as per Applicable Law. Each of the Selling Shareholders, severally and not jointly, agrees to retain an amount equivalent to the STT payable by it in respect of its respective Offered Shares as per Applicable Law in the Public Offer Account and authorizes the BRLMs will rely on to instruct the certificate provided by independent Chartered Accountant appointed by Public Offer Account Bank to remit such amounts at the Company instruction of the BRLMs for payment of STT in the Offer.manner to be set out in the Offer Documents and the escrow agreement to be entered into for this purpose; 18.4 20.5. All outstanding amounts payable to the BRLMs in accordance with the terms of the Fee Engagement Letter and the legal counsel to the Company and the BRLMs, shall be payable directly from the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. For any Offer related expenses that are not paid from Exchanges (in the Public Offer Account, manner to be set out in the Company agrees Cash Escrow and Sponsor Bank Agreement to advance the cost and such expenses will be reimbursed by each of the Selling Shareholders entered into for its respective proportion of such costs in terms of this Clause 18purpose). 18.5 Notwithstanding anything 20.6. In the event that the Offer is postponed or withdrawn or abandoned for any reason or in this Agreementthe event the Offer is not successfully completed, the BRLMs and legal counsel shall be entitled to receive fees from the Company acknowledge and agree that IFC is immune from taxation reimbursement for expenses which may have accrued to them up to the date of such postponement, withdrawal, abandonment or failure as set out in India in terms of the Articles of Agreement of IFC and the International Finance Corporation (Status, Immunities and Privileges) Act, 1958 and therefore all remittances of the proceeds of the sale/ transfer of the Offered Shares to IFC shall be made without any tax deduction or withholding, till such immunity is validrespective engagement letters.

Fees, Expenses and Taxes. 18.1 19.1 The Company and the Selling Shareholders shall pay the fees and expenses of the BRLMs Book Running Lead Managers as set out in, and in accordance with, the Fee Engagement Letter. In the event of any inconsistency or dispute between the terms of this Agreement and the Fee LetterAll costs, the terms of this Agreement shall prevailcharges, provided that the Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or taxes payable thereto. 18.2 Each of the Company and the Selling Shareholders agrees to share the costs and expenses (including all applicable taxestaxes except STT, except STT which shall be solely borne by the respective Selling ShareholdersShareholder) directly attributable to related to, and incurred in connection with the Offer Offer, other than (excluding i) the listing fees, audit fees of statutory auditors (to the Statutory Auditors extent not attributable to the Offer), and expenses for any in relation to product or corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) that will which shall be solely borne by the Company; and (ii) (“Shared Expenses”)fees for counsel to the Selling Shareholders, based on the proportion of the Equity Shares allotted by the Company in the Fresh Issue and sold if any, which shall be solely borne by the respective Selling Shareholders in the Offer for SaleShareholders, subject to Applicable Law. Upon successful completion shall be shared among each of the Offer Selling Shareholders, (as may be mutually agreed by and amongst each of the receipt of listing Selling Shareholders), and trading approvals from shall be paid within the Stock Exchanges, a list time prescribed under the agreements to be entered into with such persons and bifurcation of all fees and expenses (along with relevant documents and backups) in accordance with Applicable Law and the terms of this Agreement shall be shared by the Company with the Selling Shareholders. Based on the listLaw, the payment of all fees and expenses shall be made directly from the Public Offer Account. Any expenses paid by the Company on behalf of Selling Shareholders in the first instance will be reimbursed to the Company, directly from the Public Offer Account. Appropriate details in this regard shall be included in the Escrow and Sponsor Bank Agreement, to be entered into in relation to the Offer. Notwithstanding anything contained herein or in any other documentation relating to the Offer, it is also clarified that, in the event that the Offer is withdrawn or not successfully completed for any reason, subject to Applicable Laws, all costs and expenses (including all applicable taxesSection 28(3) with respect to the Offer shall be exclusively borne by the Company, unless specifically required otherwise by the relevant Governmental Authority. In such an event, the BRLMs and legal counsel shall be entitled to receive fees and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement letters. 18.3 Subject to and without prejudice to any exemptions granted to a Selling Shareholder under Applicable Law or its charter documents, each Selling Shareholder, severally and not jointly, acknowledge that the payment of STT in relation to sale of its Offered Shares in the Offer for Sale is the obligation of such Selling Shareholder and not of the BRLMsCompanies Act, and any deposit of such tax by the BRLMs (in the manner to be set out in the escrow and sponsor bank agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall neither derive any economic benefits from the transaction relating to the payment of STT2013. Accordingly, each Selling Shareholder severally undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of STT in relation to its Offered Shares in the Offer for Sale, the respective Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their respective Affiliates, in any litigation or arbitration and/or investigation by any regulatory or supervisory authority. Such STT shall be deducted based on an opinion issued by a chartered accountant appointed by the Company on behalf of the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. Additionally, for the calculation of the STT in relation to the respective Offered Shares, the BRLMs will rely on the certificate provided by independent Chartered Accountant appointed by the Company for the Offer. 18.4 All outstanding amounts payable to the BRLMs in accordance with the terms of the Fee Engagement Letter and the legal counsel to the Company and the BRLMs, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of the final listing and trading approvals from the Stock Exchanges, in the manner set out in the Cash Escrow and Sponsor Bank Agreement to be executed in relation to the Offer. For any Offer related expenses It is further clarified that are not paid from all such payments shall be made first by the Public Offer AccountCompany, the Company agrees to advance the cost and such expenses will be reimbursed by each only upon successful consummation of the Selling Shareholders for its respective proportion of such costs in terms of this Clause 18. 18.5 Notwithstanding anything in this Agreement, the BRLMs and the Company acknowledge and agree that IFC is immune from taxation in India in terms of the Articles of Agreement of IFC and the International Finance Corporation (Status, Immunities and Privileges) Act, 1958 and therefore all remittances of the proceeds of the sale/ transfer of the Offered Shares in the Offer, any payments by the Company in relation to IFC the Offer expenses on behalf of any of the Selling Shareholders shall be made without any tax reimbursed by such Selling Shareholder, severally and not jointly, to the Company inclusive of taxes. Each Selling Shareholder, severally and not jointly, agrees that it shall reimburse the Company, by deduction or withholdingof amounts lying to the credit of the Public Offer Account in the manner set out in the Cash Escrow and Sponsor Bank Agreement, till such immunity is validfor all expenses undertaken by the Company on its behalf in relation to the Offer, as may be mutually agreed by and amongst each of the Selling Shareholders.

Fees, Expenses and Taxes. 18.1 The Except for (i) listing fees, audit fees of statutory auditors (to the extent not attributable to the Offer), and expenses for any corporate advertisements consistent with past practice of the Company (not including expenses relating to marketing and advertisements undertaken in connection with the Selling Shareholders Offer), and stamp duty payable on issue of Equity Shares pursuant to Fresh Issue which shall pay be borne solely by the Company; and (ii) fees and expenses of the BRLMs as set out in, and in accordance with, the Fee Letter. In the event of any inconsistency or dispute between the terms of this Agreement and the Fee Letter, the terms of this Agreement shall prevail, provided that the Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates relation to the fees or expenses payable legal counsel to the BRLMs for Promoter Selling Shareholder which shall be borne solely by the Offer or taxes payable thereto. 18.2 Each of Promoter Selling Shareholder, the Company and the Promoter Selling Shareholders agrees Shareholder agree to share the costs and expenses (including all applicable taxes, except STT which shall be solely borne by the respective Promoter Selling ShareholdersShareholder) directly attributable to the Offer (excluding listing fees, audit fees in proportion to the number of the Statutory Auditors and expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) that will be borne by the Company) (“Shared Expenses”), based on the proportion of the Equity Shares allotted issued and Allotted by the Company in through the Fresh Issue and the number of Offered Shares sold by the respective Promoter Selling Shareholders in Shareholder through the Offer for Sale, subject . The Company agrees to Applicable Law. Upon successful completion advance the cost and expenses of the Offer and the receipt Company will be reimbursed, by the Promoter Selling Shareholder for their respective proportion of listing such costs and trading approvals expenses upon successful completion of the Offer. The Promoter Selling Shareholder agree that such payments, expenses and taxes, will be deducted from the Stock Exchangesproceeds from the sale of Offered Shares, a list and bifurcation of all fees and expenses (along with relevant documents and backups) in accordance with Applicable Law and the terms of this Agreement shall be shared by the Company with the Selling Shareholders. Based on the list, the payment of all fees and expenses shall be made directly from the Public Offer Account. Any expenses paid by the Company on behalf of Selling Shareholders as disclosed in the first instance will be reimbursed Offer Documents, in proportion to the Company, directly from the Public Offer Account. Appropriate details in this regard shall be included in the Escrow and Sponsor Bank Agreement, to be entered into in relation to the Offerits respective Offered Shares. Notwithstanding anything contained herein or in any other documentation relating to the Offer, it is also clarified that, in the event that the Offer is withdrawn or not successfully completed for any reason, subject to Applicable Laws, all the costs and expenses (including all applicable taxes) with respect directly attributed to the Offer shall be exclusively borne by the Company, unless specifically required otherwise by Company and the relevant Governmental Authority. In such an eventPromoter Selling Shareholder in a proportionate manner including but not limited to, the BRLMs and legal counsel shall be entitled to receive fees and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement letters. 18.3 Subject to and without prejudice to any exemptions granted to a Selling Shareholder under Applicable Law or its charter documents, each Selling Shareholder, severally and not jointly, acknowledge that the payment of STT in relation to sale of its Offered Shares in the Offer for Sale is the obligation of such Selling Shareholder and not of the BRLMs, and any deposit of such tax by the BRLMs (in the manner to be set out in the escrow and sponsor bank agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall neither derive any economic benefits from the transaction relating to the payment of STT. Accordingly, each Selling Shareholder severally undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of STT in relation to its Offered Shares in the Offer for Sale, the respective Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their respective Affiliates, in any litigation or arbitration and/or investigation by any regulatory or supervisory authority. Such STT shall be deducted based on an opinion issued by a chartered accountant appointed by the Company on behalf of the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. Additionally, for the calculation of the STT legal counsels in relation to the respective Offered SharesOffer, except as may be prescribed by SEBI or any other regulatory authority. 18.2 The Company and the Promoter Selling Shareholder shall pay the fees, commission and expenses of the Lead Managers as set out in, and in accordance with, the BRLMs will rely on the certificate provided by independent Chartered Accountant appointed by the Company for the OfferEngagement Letter. 18.4 18.3 All outstanding amounts payable to the BRLMs Lead Managers in accordance with the terms of the Fee Engagement Letter and the legal counsel to the Company and the BRLMsLead Managers, shall be payable directly from the Public Offer Account and immediately without any undue delay on receipt of the listing and trading approvals from the Stock Exchanges. For any Offer related expenses that are not paid from the Public Offer Account, the Company agrees to advance the cost and such expenses will be reimbursed by each of the Selling Shareholders for its respective proportion of such costs in terms of this Clause 1818.3. 18.4 The Promoter Selling Shareholder agrees to retain an amount equivalent to securities transaction tax (“STT”) in relation to its respective Offered Shares in the public issue account and authorize the Lead Managers to instruct the bank where public issue account is maintained to remit such amounts at the instruction of the Lead Managers for payment of STT in such manner as may be agreed in the Escrow and Sponsor Bank Agreement. 18.5 Notwithstanding anything The Promoter Selling Shareholder, acknowledges that the payment of STT in relation to its respective Offered Shares is its sole obligation, and any deposit of such tax by the Lead Managers (in the manner to be set out in the Escrow and Sponsor Bank Agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the Lead Managers shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax nor be liable for obligations of the Promoter Selling Shareholder in this Agreementregard. Accordingly, the BRLMs Promoter Selling Shareholder undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the Lead Managers relating to payment of securities transaction tax in relation to its Offered Shares, it shall furnish all necessary reports, documents, papers or information as may be required by the Lead Managers to provide independent submissions for itself or its Affiliates, in such litigation or arbitration and/or investigation by any regulatory or supervisory authority or any Governmental Authority and defray any costs and expenses that may be incurred by the Lead Managers in this regard. Such securities transaction tax shall be deducted based on an opinion issued by an independent chartered accountant (with valid peer review) appointed by the Company on behalf of the Promoter Selling Shareholder and provided to the Lead Managers and the Lead Managers shall have no liability towards determination of the quantum of securities transaction tax to be paid. 18.6 The Company acknowledge and agree that IFC is immune they shall promptly pay the Lead Managers within a period of 5 working days of receiving an intimation from taxation them, for any liabilities incurred by the Lead Managers for delay or failure in India unblocking of ASBA funds by SCSBs or non- performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the SEBI circulars dated March 16, 2021, March 31, 2021, and June 2, 2021, SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. Each Lead Managers, upon incurring any liabilities in terms of the Articles of Agreement of IFC SEBI circulars dated March 16, 2021, March 31, 2021, and June 2, 2021, SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 will promptly intimate the International Finance Corporation (StatusCompany. 18.7 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, Immunities the Lead Managers and Privileges) Act, 1958 and therefore all remittances of the proceeds of the sale/ transfer of the Offered Shares to IFC legal counsel shall be made without any tax deduction entitled to receive fees from the Company and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or withholding, till such immunity is validfailure as set out in the Engagement Letter.

Fees, Expenses and Taxes. 18.1 The Company and the Promoter Selling Shareholders Shareholder shall pay the fees and expenses of the BRLMs Book Running Lead Managers as set out in, and in accordance with, the Fee Letter. In the event of any inconsistency or dispute between the terms of this Agreement and the Fee Letter, the terms of this Agreement shall prevail, provided that the Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or taxes payable thereto. 18.2 Each Other than (i) the listing fees and audit fees of statutory auditors (to the Company and the Selling Shareholders agrees to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Selling Shareholders) directly extent not attributable to the Offer Offer); and (excluding listing fees, audit fees of the Statutory Auditors and ii) expenses for any in relation to product or corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) that will which shall be solely borne by the Company, all costs, charges, fees and expenses (including all applicable taxes except STT, which shall be solely borne by the Promoter Selling Shareholder) directly related to, and incurred in connection with the Offer shall be borne by the Company) (“Shared Expenses”), based on Company and the Promoter Selling Shareholder in proportion to the number of the Equity Shares allotted issued and/or transferred by the Company and the Promoter Selling Shareholder in the Fresh Issue and sold Offer, except as may be prescribed by the respective Selling Shareholders SEBI or any other regulatory authority. All outstanding amounts payable to the BRLMs in accordance with the Offer for Sale, subject to Applicable Law. Upon successful completion terms of the Fee Letter shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of the final listing and trading approvals from the Stock Exchanges, a list in the manner set out in the Cash Escrow and bifurcation Sponsor Bank Agreement to be executed in relation to the Offer. It is further clarified that, except for amounts payable to the BRLMs by the Promoter Selling Shareholder (in proportion to the number of all fees and expenses (along with relevant documents and backupsEquity Shares transferred) in accordance with Applicable Law and the terms of this Agreement which shall be shared by the Company with the Selling Shareholders. Based on the list, the payment of all fees and expenses shall be made payable directly from the Public Offer AccountAccount in the manner set out in the Cash Escrow and Sponsor Bank Agreement, all such payments shall be made first by the Company, and only upon successful consummation of the transfer of the Offered Shares in the Offer, any payments by the Company in relation to the Offer expenses on behalf of the Promoter Selling Shareholder shall be reimbursed by the Promoter Selling Shareholder to the Company inclusive of taxes. Any The Promoter Selling Shareholder agrees that it shall reimburse the Company, by deduction of amounts lying to the credit of the Public Offer Account in the manner set out in the Cash Escrow and Sponsor Bank Agreement, for all expenses paid undertaken by the Company on its behalf in relation to the Offer, as may be mutually agreed the Promoter Selling Shareholder. 18.3 The Promoter Selling Shareholder, acknowledges that the payment of securities transaction tax (“STT”) in relation to sale of the Offered Shares in the Offer for Sale is the sole obligation of the Promoter Selling Shareholder and not of the Book Running Lead Managers, and any deposit of such tax by the Book Running Lead Managers (in the manner to be set out in the Cash Escrow and Sponsor Bank Agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws, and that the Book Running Lead Managers shall neither derive any economic benefits from the transaction relating to the payment of STT nor be liable for obligations of the Promoter Selling Shareholder in this regard. Such STT shall be deducted based on an opinion issued by an independent peer reviewed chartered accountant appointed by the Company on behalf of the Promoter Selling Shareholders Shareholder and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. 18.4 The Company agrees that in the first instance will event of any compensation required to be reimbursed paid by or payable by the Book Running Lead Managers to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and/or any Applicable Law, the Company shall reimburse the relevant Book Running Lead Manager(s) for such compensation (including applicable taxes and statutory charges, interest or penalty, if any) immediately but not later than 5 (Five) Working Days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Book Running Lead Manager(s) along with the proof of such compensation paid or payable, being communicated to the Company in writing by the Book Running Lead Manager(s). To the extent permitted by Applicable Law, the relevant Book Running Lead Manager(s) agrees to provide the Company within a reasonable time period, if so requested by the Company, directly from the Public Offer Account. Appropriate details any document or information in this regard shall be included its possession, in the Escrow and Sponsor Bank Agreement, event that any action is proposed to be entered into taken by the Company against any SCSB in relation to any delay or failure which results in a reimbursement or payment under this Clause, or (ii) the Offer. Notwithstanding anything contained herein amount of compensation payable (including applicable taxes and statutory charges, interest or in any other documentation relating penalty, if any) being communicated to the Offer, it is also clarified that, Company in writing by the Book Running Lead Manager(s). 18.5 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed for any reason, subject to Applicable Laws, all costs and expenses (including all applicable taxes) with respect to the Offer shall be exclusively borne by the Company, unless specifically required otherwise by the relevant Governmental Authority. In such an eventcompleted, the BRLMs and legal counsel shall be entitled to receive fees from the Company and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement lettersthe Fee Letter. 18.3 Subject to and without prejudice to any exemptions granted to a 18.6 The Promoter Selling Shareholder under Applicable Law or its charter documentsagrees and undertakes that it shall pay, each Selling Shareholder, severally and not jointly, acknowledge that the payment of STT in relation to sale of its Offered Shares in the Offer for Sale is the obligation of such Selling Shareholder and not of the BRLMs, and any deposit of such tax by the BRLMs (in the manner to be set out in the escrow and sponsor bank agreement to be entered into for this purpose) is only a procedural requirement upon becoming due as per applicable taxation laws Applicable Law, any stamp duties, registration charges, or other taxes and that the BRLMs shall neither derive any economic benefits from the transaction relating to the payment of STT. Accordinglyduties, each Selling Shareholder severally undertakes that payable on or in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of STT in relation to its Offered Shares in the Offer for Sale, the respective Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their respective Affiliates, in any litigation or arbitration and/or investigation by any regulatory or supervisory authority. Such STT shall be deducted based on an opinion issued by a chartered accountant appointed by the Company on behalf of the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. Additionally, for the calculation of the STT in relation to the respective connection with his Offered Shares, the BRLMs will rely on the certificate provided by independent Chartered Accountant appointed by the Company for if applicable, pursuant to the Offer. 18.4 All outstanding amounts . The Book Running Lead Managers shall not be liable in any manner whatsoever for any such stamp duties, registration or other taxes and duties payable to the BRLMs in accordance connection with the terms of the Fee Letter and the legal counsel to the Company and the BRLMs, shall be payable directly from the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. For any Offer related expenses that are not paid from the Public Offer Account, the Company agrees to advance the cost and such expenses will be reimbursed by each of the Selling Shareholders for its respective proportion of such costs in terms of this Clause 18Offered Shares. 18.5 Notwithstanding anything in this Agreement, the BRLMs and the Company acknowledge and agree that IFC is immune from taxation in India in terms of the Articles of Agreement of IFC and the International Finance Corporation (Status, Immunities and Privileges) Act, 1958 and therefore all remittances of the proceeds of the sale/ transfer of the Offered Shares to IFC shall be made without any tax deduction or withholding, till such immunity is valid.

Fees, Expenses and Taxes. 18.1 The Except for (i) listing fees payable on Allotment of Equity Shares shall be borne solely by the Company and (ii) the stamp duty payable on transfer of Offered Shares, STT, capital gains tax and other applicable withholding taxes, fees and expenses for the legal counsel and chartered accountants to the Selling Shareholders, if any, which shall be borne solely by the respective Selling Shareholder, (iii) fees and expenses payable to Lead Managers, which will be payable in accordance with Clause 18.2 below, all costs, charges, fees and expenses associated with and incurred in connection with the Offer shall be paid first by the Company and shall be reimbursed by the Selling Shareholders upon successful completion of the Offer, in accordance with the Applicable Laws. 18.2 The Company shall pay the fees fees, commission and expenses of the BRLMs Lead Managers as set out in, and in accordance with, the Fee Letter. In Notwithstanding anything to the event of any inconsistency or dispute between the terms of contrary in this Agreement and the Fee LetterClause 18, the terms in relation to the payment of this Agreement shall prevail, provided that fees and expenses to the Lead Managers in the Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or taxes payable thereto. 18.2 Each of the Company and the Selling Shareholders agrees to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Selling Shareholders) directly attributable to the Offer (excluding listing fees, audit fees of the Statutory Auditors and expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) that will be borne by the Company) (“Shared Expenses”), based on the proportion of the Equity Shares allotted by the Company in the Fresh Issue and sold by the respective Selling Shareholders in the Offer for Sale, subject to Applicable Law. Upon successful completion of the Offer and the receipt of listing and trading approvals from the Stock Exchanges, a list and bifurcation of all fees and expenses (along with relevant documents and backups) in accordance with Applicable Law and the terms of this Agreement shall be shared by the Company with the Selling Shareholders. Based on the list, the payment of all fees and expenses shall be made directly from the Public Offer Account. Any expenses paid by the Company on behalf of Selling Shareholders in the first instance will be reimbursed to the Company, directly from the Public Offer Account. Appropriate details in this regard shall be included in the Escrow and Sponsor Bank Agreement, to be entered into in relation to the Offer. Notwithstanding anything contained herein or in any other documentation relating to the Offer, it is also clarified that, in the event that the Offer is withdrawn or not successfully completed for any reason, subject to Applicable Laws, all costs and expenses (including all applicable taxes) with respect to the Offer shall be exclusively borne by the Company, unless specifically required otherwise by the relevant Governmental Authority. In such an event, the BRLMs and legal counsel shall be entitled to receive fees and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement lettersClause 18. 18.3 Subject to and without prejudice to any exemptions granted to a Selling Shareholder under Applicable Law or its charter documents, each Selling Shareholder, severally and not jointly, acknowledge that the payment of STT in relation to sale of its Offered Shares in the Offer for Sale is the obligation of such Selling Shareholder and not of the BRLMs, and any deposit of such tax by the BRLMs (in the manner to be set out in the escrow and sponsor bank agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall neither derive any economic benefits from the transaction relating to the payment of STT. Accordingly, each Selling Shareholder severally undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of STT in relation to its Offered Shares in the Offer for Sale, the respective Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their respective Affiliates, in any litigation or arbitration and/or investigation by any regulatory or supervisory authority. Such STT shall be deducted based on an opinion issued by a chartered accountant appointed by the Company on behalf of the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. Additionally, for the calculation of the STT in relation to the respective Offered Shares, the BRLMs will rely on the certificate provided by independent Chartered Accountant appointed by the Company for the Offer. 18.4 All outstanding amounts payable to the BRLMs Lead Managers in accordance with the terms of the Fee Letter and the legal counsel to the Company and the BRLMsLead Managers, shall be payable directly from the Public Offer Account and immediately without any undue delay on receipt of the listing and trading approvals from the Stock Exchanges. For any Offer related expenses that are not paid from the Public Offer Account, the Company agrees to advance the cost and such expenses will be reimbursed by each of the Selling Shareholders for its respective proportion of such costs in terms of this Clause 18. 18.4 Each Selling Shareholder agrees to retain an amount equivalent to securities transaction tax (“STT”) in relation to its respective Offered as per Clause 4.2.1 above; 18.5 Notwithstanding anything Each Selling Shareholders, severally not jointly, acknowledges that the payment of STT in relation to its respective portion of the Offered Shares is its obligation, and any deposit of such tax by the Lead Managers (in the manner to be set out in the Cash Escrow and Sponsor Banks Agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the Lead Managers shall not derive any economic benefits from the transaction relating to the payment of STT nor be liable for obligations of the Selling Shareholders in this Agreementregard. Accordingly, each Selling Shareholder undertakes that in the BRLMs event of any future proceeding or litigation by the Indian revenue authorities against the Lead Managers relating to payment of STT or any other applicable withholding tax in relation to its respective portion of the Offered Shares, it shall furnish all necessary reports, documents, papers or information as may be required by the Lead Managers to provide independent submissions for itself or its Affiliates, in such litigation or arbitration and/or investigation by any regulatory or supervisory authority or any Governmental Authority and defray any costs and expenses that may be incurred by the Lead Managers in this regard. Securities transaction tax shall be deducted based on an opinion issued by a chartered accountant (with valid peer review) appointed by the Company on behalf of the Selling Shareholders and provided to the Lead Managers and the Lead Managers shall have no liability towards determination of the quantum of STT to be paid. 18.6 The Company acknowledge agrees that it shall promptly pay the Lead Managers within a period of two working days of receiving an intimation from them, for any liabilities incurred by the Lead Managers for delay or failure in unblocking of ASBA funds by ▇▇▇▇▇ or non- performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the SEBI circulars dated March 16, 2021, March 31, 2021 and agree that IFC is immune from taxation in India June 2, 2021. Each Lead Manager, upon incurring any liabilities in terms of the Articles of Agreement of IFC SEBI circulars dated March 16, 2021, March 31, 2021 and June 2, 2021 will promptly intimate the International Finance Corporation (StatusCompany and Selling Shareholders. 18.7 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, Immunities the Lead Managers and Privileges) Act, 1958 and therefore all remittances of the proceeds of the sale/ transfer of the Offered Shares to IFC legal counsel shall be made without entitled to receive fees from the Company and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in the Fee Letter. In any tax deduction or withholdingsuch event, till such immunity is validincluding termination, if any, the Lead Managers shall not be liable to refund the monies paid to them, including fees, commissions and reimbursement of out-of-pocket expenses.

Fees, Expenses and Taxes. 18.1 18.1. The Company and the Selling Shareholders shall pay the fees and expenses of the BRLMs Book Running Lead Managers as set out in, and specified in accordance with, the Fee Letter. 18.2. In The Company and Selling Shareholders shall ensure that all costs, charges, fees and expenses directly related to the event Offer, other than listing fees and audit fees of the statutory auditors and expenses for any inconsistency corporate advertisements consistent with past practice of the Company, each of which shall be borne solely by the Company, including the underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or dispute between stock brokers, fees payable to the terms of this Agreement SCSBs, Syndicate Members, legal advisors and any other agreed fees and commissions payable in relation to the Offer shall be paid within the time prescribed under the agreements to be entered into with such persons and as set forth in the Fee Letter, in accordance with Applicable Law, , shall be shared among the terms Company and each of this Agreement shall prevail, provided that the Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates Selling Shareholders in proportion to the fees or expenses payable number of Equity Shares issued and Allotted by the Company through the Fresh Issue and sold by each of the Selling Shareholders through the Offer for Sale and shall be paid within the time prescribed under the agreements to be entered into with such persons and in accordance with Applicable Laws. It is further clarified that all such payments shall be made first by the Company, and any payments by the Company in relation to the BRLMs Offer expenses on behalf of any of the Selling Shareholders shall be reimbursed by such Selling Shareholder to the Company severally and not jointly, for their respective proportion of such expenses inclusive of taxes. The Selling Shareholders agree that they shall reimburse the Company, by deduction of amounts lying to the credit of the Public Offer Escrow Account in the manner set out in the cash escrow and sponsor bank agreement, for all expenses undertaken by the Company on their behalf in relation to the Offer in proportion to the Equity Shares offered by each of them as part of the Offer. Further, in the event the Offer is withdrawn or the requisite approvals required for the Offer or taxes payable thereto. 18.2 Each of are not received, the Company and each of the Selling Shareholders agrees to shall, in accordance with the manner stated above, share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Selling Shareholders) directly attributable to the Offer (excluding listing feesOffer, audit fees in proportion to the extent of the Statutory Auditors and expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company (other than the expenses relating amount proposed to marketing and advertisements undertaken in connection with the Offer) that will be borne by the Company) (“Shared Expenses”), based on the proportion of the Equity Shares allotted by the Company in raised through the Fresh Issue and sold by the respective participation of the Selling Shareholders in the Offer for Sale, subject to Applicable Law. Upon successful completion All estimated Offer related expenses will be borne proportionately by the Selling Shareholders and will be deducted from the proceeds of the Offer for Sale and subsequently, the balance amount from the Offer for Sale will be paid to the Selling Shareholders. 18.3. All amounts payable to the BRLMs and the receipt of listing and trading approvals from the Stock Exchanges, a list and bifurcation of all fees and expenses (along with relevant documents and backups) Syndicate Members or their Affiliates in accordance with Applicable Law and the terms of this the Fee Letter or the Syndicate Agreement and the legal counsel to the Company and the BRLMs, shall be shared by the Company payable in accordance with the Selling Shareholders. Based on mechanism to be set out under the list, the payment of all fees and expenses shall be made directly from the Public Offer Account. Any expenses paid by the Company on behalf of Selling Shareholders in the first instance will be reimbursed to the Company, directly from the Public Offer Account. Appropriate details in this regard shall be included in the Cash Escrow and Sponsor Bank Agreement, . 18.4. The Company agrees that in the event of any compensation required to be entered into paid by the Book Running Lead Managers to Bidders for delays in relation redressal of their grievance by the SCSBs in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”) and the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 (“June 2 Circular”) and other Applicable Law, the Company shall reimburse the relevant Book Running Lead Manager for such compensation (including applicable taxes and statutory charges, if any) immediately but not later than five (5) Working Days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Book Running Lead Managers, or (ii) the amount of compensation payable (including applicable taxes and statutory charges, if any) being communicated to the OfferCompany in writing by the Book Running Lead Managers. 18.5. Notwithstanding anything contained herein or in any other documentation relating to the Offer, it is also clarified that, in In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed for any reason, subject to Applicable Laws, all costs and expenses (including all applicable taxes) with respect to the Offer shall be exclusively borne by the Company, unless specifically required otherwise by the relevant Governmental Authority. In such an eventcompleted, the BRLMs and legal counsel shall be entitled to receive fees and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement lettersthe Fee Letter and will not be liable to refund the monies already received by them. 18.3 Subject to and without prejudice to any exemptions granted to a 18.6. Each of the Selling Shareholder under Applicable Law or its charter documents, each Selling Shareholder, severally and not jointly, Shareholders acknowledge that the calculation and payment of STT in relation to sale of its respective Offered Shares in the Offer for Sale is the its obligation of such Selling Shareholder and not of the BRLMs, and any deposit of such tax by the BRLMs (in the manner to be set out in the escrow Cash Escrow and sponsor bank agreement Sponsor Bank Agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall neither derive any economic benefits from the transaction relating to the payment of STTSTT nor be liable for obligations of the Selling Shareholders in this regard. Accordingly, each of the Selling Shareholder Shareholders, severally undertakes and not jointly, undertake that in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of STT or any other tax or claim or demand in relation to its respective Offered Shares in the Offer for Sale, the respective such Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves itself or their its respective Affiliates, in any ongoing or future litigation or arbitration and/or investigation by any regulatory or supervisory authorityauthority and defray any costs and expenses that may be incurred by the BRLMs in this regard. Such STT shall be deducted based on an opinion issued by a an independent chartered accountant (with valid peer review status) appointed by the Company on behalf of the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paidpaid or for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. Additionally, for the calculation of the STT in relation to the its respective Offered Shares, the BRLMs will rely on the certificate provided by such independent Chartered Accountant appointed by the Company for the Offerchartered accountant. 18.4 All outstanding amounts payable to the BRLMs in accordance with the terms of the Fee Letter and the legal counsel to the Company and the BRLMs, shall be payable directly from the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. For any Offer related expenses that are not paid from the Public Offer Account, the Company agrees to advance the cost and such expenses will be reimbursed by each of the Selling Shareholders for its respective proportion of such costs in terms of this Clause 18. 18.5 Notwithstanding anything in this Agreement, the BRLMs and the Company acknowledge and agree that IFC is immune from taxation in India in terms of the Articles of Agreement of IFC and the International Finance Corporation (Status, Immunities and Privileges) Act, 1958 and therefore all remittances of the proceeds of the sale/ transfer of the Offered Shares to IFC shall be made without any tax deduction or withholding, till such immunity is valid.