Common use of OFFER TERMS Clause in Contracts

OFFER TERMS. 2.1 The Company and the Selling Shareholder shall not, without the prior written approval of the BRLMs, file the Offer Documents with SEBI, the Stock Exchanges, the Registrar of Companies or any other authority or make any public offer relating to the Equity Shares that would constitute the Offer, including any amendments, supplements, notices and corrigenda in connection therewith, or otherwise issue or distribute, any Supplemental Offer Materials. 2.2 The Company undertakes that it will, in consultation with the BRLMs, make applications to the Stock Exchanges for listing of its Equity Shares and shall obtain in- principle and final listing and trading approvals from the Stock Exchanges and choose one of the Stock Exchanges as the Designated Stock Exchange prior to filing the Red ▇▇▇▇▇▇▇ Prospectus with the RoC. The Company further undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within the time period prescribed under Applicable Law and any subsequent circulars or notifications issued by SEBI in this regard. The Selling Shareholder shall provide such support and assistance as required or requested by the Company, the BRLMs and/or under Applicable Law to facilitate the process of listing and commencement of trading of Equity Shares on the Stock Exchanges within prescribed timeline, as per Applicable Law. 2.3 The Company, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. Further, the Company has obtained authentication on SEBI’s complaints redress system (SCORES) in terms of Applicable Law including SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013, SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and SEBI circular dated October 14, 2021 (SEBI/HO/OIAE/IGRD/CIR/P/2021/642), and any amendment thereto. Further, the Company shall obtain any other registration pursuant to any circulars, guidelines or directions issued by SEBI, as applicable. Selling Shareholder shall authorize the Company Secretary and Compliance Officer of the Company or any other official or employee of the Company authorised under Applicable Law, to deal with any investor grievances on their behalf in connection with the Offer and shall provide reasonable support and extend reasonable cooperation as required or requested by the Company and/or the BRLMs in redressal of such investor grievances to the extent such investor grievances pertain to the Selling Shareholder and their respective Offered Shares. 2.4 The Company undertakes to have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with various laws, rules and regulations and other directives issued by SEBI from time to time and who shall also attend to matters relating to investor complaints. 2.5 The Company and Selling Shareholder agree that they shall refund the money raised in the Offer, together with any interest, as applicable to the Bidders if required to do so for any reason, including, without limitation, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. It is hereby clarified that, subject to obligations under Applicable Law, the Selling Shareholder shall not be liable or responsible for paying interest unless such delay is solely and directly attributable to an act or omission of the Selling Shareholder. 2.6 The Company and the Selling Shareholder, severally and not jointly shall ensure that all fees and expenses relating to the Offer, including selling commission and brokerage, fees payable to the BRLMs, legal counsels, Registrar to the Offer, including processing fees to the SCSBs for processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to the SCSBs, brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges shall be paid within the prescribed time as provided under the Engagement Letter and the respective agreements to be entered into with such persons. All amounts due to the BRLMs under the terms of this Agreement or the Engagement Letters, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and ASBA Accounts to the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. The Selling Shareholder agrees to reimburse the Company for any Offer related expenses incurred by the Company on their behalf in terms of Clause 19 (Fees and Expenses), of this Agreement. 2.7 The Company and the Selling Shareholder agree and undertake that: (i) refunds to unsuccessful applicants or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents; and (ii) funds required for making refunds to unsuccessful applicants or dispatch of Allotment Advice and Confirmation of Allocation Note in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.8 The Company and the Selling Shareholder, severally and not jointly, agree and undertake that they shall not access or have recourse to the funds raised through the Offer until receipt of final listing and trading approvals from the Stock Exchanges in relation to the Offer until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company shall forthwith refund the funds raised through the Offer, together with any applicable interest, as required under Applicable Law, to the Bidders if required to do so for any reason under Applicable Law, including due to failure to obtain listing or trading approval or failure to receive minimum subscription in terms of the SEBI ICDR Regulations and Offer Documents or pursuant to any direction or order of SEBI or any other Governmental Authority. The Company and the Selling Shareholder shall be severally and not jointly liable to pay interest on such money, as required under Applicable Law, in the manner described in the Offer Documents. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by the Company on behalf of any of the Selling Shareholder (if any) to the extent of the Equity Shares offered by such Selling Shareholder in the Offer, will be adjusted or reimbursed by such Selling Shareholder (severally and not jointly) to the Company as agreed among the Company and the Selling Shareholder in writing, in accordance with Applicable Law provided that the Selling Shareholder shall be liable or responsible to pay any interest or expenses unless such delay is caused solely by, and is directly attributable to, an act or omission of such Selling Shareholder. 2.9 The Company and the Selling Shareholder, severally, acknowledge and agree that the Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States, and unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and applicable U.S. state securities laws. The Equity Shares will be offered and sold outside the United States in “offshore transactions” in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. 2.10 The Company has entered into an agreement with National Securities Depository Limited and Central Depository Services (India) Limited for dematerialization of the Equity Shares and all of the Equity Shares held by the Promoter and members of the Promoter Group are in dematerialized form, and will continue to be in dematerialized form, and all Equity Shares allotted by the Company pursuant to the Offer shall be dematerialised form. 2.11 The Parties agree that in case of under-subscription in the Offer, after meeting the minimum subscription requirement of 90% of the Fresh Issue, the balance subscription in the Offer will be first met through the Equity Shares offered pursuant to the Offer for Sale and subsequently, the balance part of the Fresh Issue, as disclosed in the Draft Red ▇▇▇▇▇▇▇ Prospectus and as will be disclosed in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. For avoidance of doubt, it is hereby clarified that balance Equity Shares of the Fresh Issue (i.e., 10% of the Fresh Issue) will be offered only once the entire portion of the Offered Shares is Allotted in the Offer. 2.12 The Company shall take all necessary steps for completion of necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within 3 (three) Working Days of the Bid/Offer Closing Date, or such other time period as may be prescribed under Applicable Law, and, in particular, the Company shall immediately take all necessary steps (including ensuring that requisite funds are made available to the Registrar to the Offer/Refund Bank), in consultation with the BRLMs, to ensure the completion of Allotment, dispatch of Allotment Advice, including any revisions, if required, and refund orders to Bidders, including Anchor Investors and including unblocking ASBA accounts in relation to ASBA bidders, in any case, no later than the time limit prescribed under Applicable Law and, in the event of failure to do so, to pay interest to Bidders as required under Applicable Law. The Selling Shareholder shall provide all reasonable support and extend reasonable cooperation (a) as maybe reasonably required or requested by the Company and/or the BRLMs in this respect or

OFFER TERMS. 2.1 3.1 The Company and the Selling Shareholder Shareholders shall not, without the prior written approval of the BRLMs, file the Offer Documents Documents, including any amendments, supplements, notices, corrections, corrigenda in connection therewith, with the SEBI, the Stock Exchanges, the Registrar of Companies RoC or any other authority Governmental Authority whatsoever or make any public offer relating to the Equity Shares that would constitute the Offer, including any amendments, supplements, notices and corrigenda in connection therewithShares, or otherwise issue or distribute, any Supplemental Supplementary Offer Materials, as may be applicable. 2.2 3.2 The Company and the Selling Shareholders shall take such steps, in consultation with the BRLMs to ensure the timely completion of Allotment and dispatch of Allotment Advice/ Confirmation of Allocation Notes, including any revisions, if required, and refund orders to the Bidders, including the unblocking of ASBA Accounts in relation to ASBA Bidders in accordance with the manner prescribed in the Offer Documents, and in any case, not later than the applicable time limit prescribed under Applicable Laws, and in the event of failure to do so, to pay interest to Bidders as required under Applicable Laws. 3.3 The Company undertakes that it will, in consultation with the BRLMs, will make applications to the Stock Exchanges for listing and trading of its Equity Shares and shall obtain in- in-principle and final listing and trading approvals from the Stock Exchanges and choose one each of the Stock Exchanges as the Designated Stock Exchange prior to filing the Red ▇▇▇▇▇▇▇ Prospectus with the RoC. The Company further undertakes that all the steps will be takenExchanges, in consultation with the BRLMs, . The Company shall designate BSE Limited or National Stock Exchange of India Limited as the Designated Stock Exchange. The Company further undertakes that it shall take all necessary steps for the completion of the necessary all formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within the time period prescribed under Applicable Law and any subsequent circulars or notifications issued by SEBI in this regard. The Selling Shareholder shall provide such support and assistance as required or requested by the Company, the BRLMs and/or under Applicable Law to facilitate the process of listing and commencement of trading of Equity Shares on the Stock Exchanges within six Working Days from the Bid/Offer Closing Date, or such other time period as may be prescribed timeline, as per under Applicable LawLaws. 2.3 3.4 The CompanyCompany shall apply authentication on the SEBI Complaints Redressal System (SCORES) in terms of SEBI circular no. CIR/OIAE/1/2013 dated April 17, 2013 and SEBI circular no. CIR/P/2021/642) dated October 14, 2021 and comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 in relation to redressal of investor grievances through SCORES and as required under Applicable Laws, and in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with the Applicable LawLaws. Further, Each of the Company has obtained authentication on SEBI’s complaints redress system (SCORES) in terms of Applicable Law including SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013, SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and SEBI circular dated October 14, 2021 (SEBI/HO/OIAE/IGRD/CIR/P/2021/642), and any amendment thereto. Further, the Company shall obtain any other registration pursuant to any circulars, guidelines or directions issued by SEBI, as applicable. Selling Shareholder shall authorize Shareholders have authorized the Company Secretary and the Compliance Officer of the Company or any other official or employee of the Company authorised under Applicable LawCompany, to deal with with, on their behalf, any investor grievances on their behalf received in connection with the Offer in relation to the Selling Shareholders or their respective portion of the Offered Shares, and shall provide reasonable support and extend reasonable cooperation as all assistance required or requested by the Company and/or and the BRLMs in the redressal of such investor grievances to any Offer-related grievances. 3.5 The Parties agree that any intermediary that is appointed shall, if required, be duly registered with SEBI under Applicable Laws. Whenever required, the extent such investor grievances pertain to Company and the Selling Shareholder and their respective Offered Shares. 2.4 The Company undertakes to have at all times for Shareholders shall in consultation with the duration BRLMs, enter into a memorandum of this Agreementunderstanding, a compliance officerengagement letter, in relation to compliance or agreement, as the case may be, with various laws, rules and regulations and other directives issued by SEBI from time to time and who shall also attend to matters relating to investor complaints. 2.5 The Company and Selling Shareholder agree that they shall refund the money raised in concerned intermediary associated with the Offer, together with any interestclearly setting forth their mutual rights, as applicable to the Bidders if required to do so for any reason, including, without limitation, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. It is hereby clarified that, subject to obligations under Applicable Law, the Selling Shareholder shall not be liable or responsible for paying interest unless such delay is solely responsibilities and directly attributable to an act or omission of the Selling Shareholderobligations. 2.6 3.6 The Company and the Selling Shareholder, severally and not jointly Shareholders shall ensure that all costs, charges, fees and expenses relating that are associated with and incurred in relation to the Offer, including selling commission including, inter- alia the underwriting commissions, procurement commissions, if any, and brokeragebrokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the BRLMsDesignated Intermediaries, legal counsels, Registrar to the Offer, including processing fees to the SCSBs for processing ASBA Forms submitted by ASBA Bidders procured by BRLMs, Syndicate Members, legal advisors, book building fees and other charges, fees and expenses of the Syndicate and submitted to the SCSBsSEBI, brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, registrar fees and broker fees (including fees for procuring of applications), bank charges and any other mutually agreed fees and commissions in relation to the Offer shall be paid within the prescribed time as provided under the Engagement Letter and respective agreements, engagement letters, memoranda of understanding, as the respective agreements case may be, to be entered into with such personsthe relevant entity, or otherwise in accordance with Applicable Laws. All outstanding amounts due payable to the BRLMs under in accordance with the terms of this Agreement or the Engagement LettersLetters and the legal counsels, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and ASBA Accounts to the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges, subject to Applicable Laws. The Selling Shareholder agrees All costs, fees and expenses with respect to reimburse the Company for any Offer related expenses incurred shall be borne by the Company and Selling Shareholders. Any expenses paid by our Company on their behalf in terms of Clause 19 (Fees and Expenses), of this Agreement. 2.7 The Company and the Selling Shareholder agree and undertake that: (i) refunds to unsuccessful applicants or dispatch of Allotment Advice shall be made in accordance with the methods described Shareholders in the Offer Documents; and (ii) funds required for making refunds first instance will be reimbursed to unsuccessful applicants or dispatch of Allotment Advice and Confirmation of Allocation Note in accordance with our Company, by the methods described in the Offer Documents, shall be made available Selling Shareholders to the Registrar to the Offer. 2.8 The Company and extent of its respective proportion of Offer related expenses. Each of the Selling Shareholder, severally and not jointly, agree and undertake that they Shareholders shall not access or have recourse to bear the funds raised through the Offer until receipt of final listing and trading approvals from the Stock Exchanges expenses incurred in relation to the Offer until which time all monies received for Sale on a proportionate basis. 3.7 Until the commencement of trading of Equity Shares on the Stock Exchanges, neither the Company nor its Affiliates nor its Promoters, Directors shall be kept resort to any legal proceedings in respect of any matter having a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company shall forthwith refund the funds raised through bearing on the Offer, together with any applicable interestwhether directly or indirectly, as required under Applicable Lawexcept in consultation with, to the Bidders if required to do so for any reason under Applicable Law, including due to failure to obtain listing or trading and after obtaining prior written approval or failure to receive minimum subscription in terms of the SEBI ICDR Regulations and Offer Documents or pursuant to any direction or order of SEBI or any other Governmental AuthorityBRLMs. The Company Company, its Affiliates and the Selling Shareholder shall be severally and not jointly liable to pay interest on such moneyDirectors, as required under Applicable Law, in the manner described in the Offer Documents. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by the Company on behalf upon becoming aware of any of the Selling Shareholder (if any) to the extent of the Equity Shares offered by such Selling Shareholder in the Offerforegoing legal proceedings, will be adjusted or reimbursed by such Selling Shareholder (severally and not jointly) to keep the Company as agreed among the Company and the Selling Shareholder BRLMs immediately informed in writing, in accordance with Applicable Law provided that the Selling Shareholder shall be liable or responsible to pay any interest or expenses unless such delay is caused solely by, and is directly attributable to, an act or omission of such Selling Shareholder. 2.9 The Company and the Selling Shareholder, severally, acknowledge and agree that the Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States, and unless so registered, details of any legal proceedings they may not be offered or sold within the United States, except pursuant to an exemption frominitiate as set forth above, or may have to defend or respond in connection with any matter that may be required, having a transaction not subject tobearing, the registration requirements under the U.S. Securities Act and applicable U.S. state securities laws. The Equity Shares will be offered and sold outside the United States in “offshore transactions” in reliance directly or indirectly on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. 2.10 The Company has entered into an agreement with National Securities Depository Limited and Central Depository Services (India) Limited for dematerialization of the Equity Shares and all of the Equity Shares held by the Promoter and members of the Promoter Group are in dematerialized form, and will continue to be in dematerialized form, and all Equity Shares allotted by the Company pursuant to the Offer shall be dematerialised form. 2.11 The Parties agree that in case of under-subscription in the Offer, after meeting the minimum subscription requirement of 90% of the Fresh Issue, the balance subscription in the Offer will be first met through the Equity Shares offered pursuant to the Offer for Sale and subsequently, the balance part of the Fresh Issue, as disclosed in the Draft Red ▇▇▇▇▇▇▇ Prospectus and as will be disclosed in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. For avoidance of doubt, it is hereby clarified that balance Equity Shares of the Fresh Issue (i.e., 10% of the Fresh Issue) will be offered only once the entire portion of the Offered Shares is Allotted in the Offer. 2.12 The Company shall take all necessary steps for completion of necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within 3 (three) Working Days of the Bid/Offer Closing Date, or such other time period as may be prescribed under Applicable Law, and, in particular, the Company shall immediately take all necessary steps (including ensuring that requisite funds are made available to the Registrar to the Offer/Refund Bank), in consultation with the BRLMs, to ensure the completion of Allotment, dispatch of Allotment Advice, including any revisions, if required, and refund orders to Bidders, including Anchor Investors and including unblocking ASBA accounts in relation to ASBA bidders, in any case, no later than the time limit prescribed under Applicable Law and, in the event of failure to do so, to pay interest to Bidders as required under Applicable Law. The Selling Shareholder shall provide all reasonable support and extend reasonable cooperation (a) as maybe reasonably required or requested by the Company and/or the BRLMs in this respect or