Master Circular for Merchant Bankers

MASTER CIRCULAR HO/49/14/15(3)2026-CFD-POD1/I/16178/2026 Issued on: September 26, 2023

Last updated on: July 14, 2026 To All Registered Merchant Bankers Dear Sir / Madam,

Subject: Master Circular for Merchant Bankers Registered with SEBI

1. For effective regulation of Merchant Bankers, the Securities and Exchange Board of India has been issuing various Circulars from time to time under the relevant provisions of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 (hereinafter referred to as “MB Regulations”)

2. In order to enable Merchant Bankers and other market stakeholders to have access to all applicable Circulars in the subject matter at one place, this Master Circular is issued. This Master Circular has been updated to reconcile with the MB Regulations as amended vide

notification dated December 5, 2025 which has come into effect from January 3, 2026 and to incorporate the provisions of the Circulars dated May 02, 2017, January 02, 2026 & June 11, 2026 and bearing reference numbers SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38, HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 & HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 on the subjects ‘Online Registration Mechanism for Securities Market Intermediaries’, ‘Specification of the consequential requirements with respect to Amendment of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992’ & ‘Extension of timelines for compliance with certain provisions of Circular dated January 02, 2026’ respectively.

3. With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to the Merchant Bankers.

Page 1 of 1054. Notwithstanding such rescission, -

(a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; and

(b) any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it, shall be deemed to have been made under the corresponding provisions of this Master Circular, and

(c) the previous operation of the rescinded circulars or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force.

5. This Master Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market. (“SEBI Act”).

6. This Master Circular is available on the website of SEBI at www.sebi.gov.in in the path “Legal >Master Circulars’.

Yours sincerely, Vimal Bhatter Deputy General Manager Policy and Development Corporation Finance Department Phone + 91-022-40459386

Email: vimalb@sebi.gov.in Page 2 of 105Table of Contents List of Abbreviations ..................................................................................................... 5

CHAPTER I –REGISTRATION RELATED MATTERS ................................................... 6

1. Online Registration Mechanism for Merchant Bankers .................................. 6

2. [***]1 Deployment of Funds ............................................................................ 6

3. Conditions for granting registration to applicants notwithstanding that a connected persons has been previously granted registration .................................................. 7

4. Designated e-mail ID for redressal of investor complaints and regulatory communication with SEBI ................................................................................................................... 8

5. Prior approval for change in control ............................................................... 9

6. Transfer of business by SEBI registered intermediaries to other legal entity 12 26A. Conditions for compliance with revised capital adequacy and new liquid net worth requirements as well as timelines to re-categorize as Category I or Category II for Merchant Bankers ................................................................................................................. 13 26B. Definition of liquid net worth ......................................................................... 15 26C. Compliance with Conditions for requisite certification .................................. 16 26D. Requirement of compliance officer to be independent from other employee 17 26E. Requirement of principal officer with relevant experience ............................ 17

CHAPTER II - GENERAL OBLIGATIONS AND RESPONSIBILITIES ......................... 19

7. Regulatory Compliance and Periodic Reporting .......................................... 19

8. Disclosure of Track Record of the public issues managed by Merchant Bankers 20

9. Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites ................................................................................................................ 20

10. Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions .......................................................................................................... 21 2(10A) .................... Conditions for compliance in respect of underwriting obligations 22 2(10B) .. Compliance with requirement of minimum revenue from permitted activities 22 2(10C)Disclosure to be made by Merchant Banker where it is only involved in the marketing of an issue ................................................................................................. 23 2(10D)Conditions to be complied with by Merchant Bankers for carrying out activities other than permitted activities ................................................................................................. 23 1 Omitted part of the section 2 “type of activities and” pursuant to the insertion of Regulation 13A in SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026. The activities that may be undertaken by Merchant Bankers are specified under the said Regulation.

2 Inserted pursuant to the issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026 Page 3 of 105CHAPTER III – OTHER GUIDELINES .......................................................................... 26

11. Processing of Investor Complaints in SEBI Complaints Redress System (SCORES) 26

12. Prevention of circulation of unauthenticated news by SEBI Registered Market Intermediaries through various modes of communication ...................................... 26 212A. Merchant Banker not to outsource its core merchant banking activities ...... 27

13. Guidelines on Outsourcing of Activities by Merchant Bankers ..................... 27

14. General Guidelines for dealing with conflicts of interest of merchant bankers and their associated persons in Securities Market ............................................................... 28 ANNEXURE I ......................................................................................................... 30 ANNEXURE II ........................................................................................................ 31 ANNEXURE III ....................................................................................................... 33 ANNEXURE IV ...................................................................................................... 42 ANNEXURE V ....................................................................................................... 48 ANNEXURE VI ...................................................................................................... 93 ANNEXURE VII ..................................................................................................... 95 ANNEXURE VIII .................................................................................................... 97 ANNEXURE IX ...................................................................................................... 98 Appendix .................................................................................................................... 104 Page 4 of 105List of Abbreviations ADR American Depository Receipts AoA Articles of Association ASBA Application Supported by Blocked Amount ATR Action Taken Report BTI Bankers to Issue CERT-in Indian Computer Emergency Response Team CFD Corporation Finance Department CRA Credit Rating Agency DP Depository Participant DRHP Draft Red Herring Prospectus FPO Further Public Offer GDR Global Depository Receipts GRC Governance, Risk & Compliance ICD Inter Corporate Deposits ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 IFSC International Financial Service Centres IOSCO International Organization of Securities Commissions IPO Initial Public Offer ISIN International Securities Identification Number KYC Know Your Client LODR Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements ) Regulations 2015 LOF Letter of Offer MB Merchant Bankers MB Regulations SEBI (Merchant Bankers) Regulations, 1992 NBFC Non-Banking Financial Company NCLT National Company Law Tribunal NOC No Objection Certificate OFS Offer For Sale PAC Persons Acting in Concert PAN Permanent Account Number QIP Qualified Institutional Placement RBI Reserve Bank of India RII Retail Individual Investor RTA Registrar and Transfer Agents SaaS Software as a Service SAST Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 SBU Separate Business Unit SCSB Self-Certified Syndicate Banks SME Small and Medium sized Enterprises UPI Unified Payments Interface UW Underwriter Page 5 of 105CHAPTER I –REGISTRATION RELATED MATTERS

1. Online Registration Mechanism for Merchant Bankers3

1.1. The SEBI Intermediary Portal is available at https://siportal.sebi.gov.in for SEBI registered intermediaries including Merchant Bankers to submit registration applications online. SEBI Intermediary Portal includes online application for registration, processing of application, grant of final registration, application for surrender/cancellation, submission of periodical reports, requests for change of name/ address/ other details, etc. The link for SEBI Intermediary Portal is also available on SEBI website – www.sebi.gov.in.

1.2. All applications for registration / surrender / other requests are required to be made through SEBI Intermediary Portal only. The applicants are separately required to submit relevant documents viz. declarations / undertakings required as a part of application forms prescribed in relevant regulations, in physical form, only for records without impacting the online processing of applications for registration.

1.3. In case of any queries and clarifications with regard to the SEBI Intermediary Portal, Merchant Bankers may contact on 022-26449364 or may write at portalhelp@sebi.gov.in.

2. [***]4 Deployment of Funds5 3 SEBI Circular No. SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017 4 Omitted pursuant to the insertion of Regulation 13A in SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026. The activities that may be undertaken by Merchant Bankers are specified under the said Regulation. Prior to omission para 2.1 read as under:

“2. Types of activities and Deployment of Funds:

2.1. With effect from July 01, 1998, a merchant banker shall undertake only those activities which are relating to securities market and which do not require registration/granted exemption from registration as an NBFC from RBI. It is clarified that, in particular, a merchant banker may undertake the following activities:

2.1.1.Managing of Public Issue of Securities.

2.1.2.Underwriting connected with the aforesaid Public Issue Management Business

2.1.3.Managing/advising on International Offerings of Debt/Equity i.e. GDR, ADR, bonds and other instruments

2.1.4.Private Placement of Securities

2.1.5.Primary or Satellite dealership of Government Securities

2.1.6.Corporate Advisory Services related to the Securities Market such as takeovers, acquisitions, disinvestment etc.

2.1.7.Stock-broking

2.1.8.Advisory services for projects Page 6 of 1052.1. [***]4

2.2. Source of Funds: A merchant banker may raise money by way of issue of Secured Debentures/Secured Bonds/ICDs as a source of fund.

2.3. It is clarified that 6-

2.3.1. A merchant banker can deploy its surplus funds to the extent of its net worth in securities.

2.3.2. [***]7

2.3.3. A merchant banker is not allowed to borrow funds from the market and engage in the acquisition and sale of securities.

3. Conditions for granting registration to applicants notwithstanding that a connected persons has been previously granted registration 8

3.1. With respect to [Regulation 6(i)]9 of the MB Regulations, it is clarified that SEBI may consider grant of certificate of registration to an applicant, notwithstanding that another entity in the same group has been previously granted registration by the Board, if the following conditions are fulfilled:

3.1.1. The entities are incorporated as separate legal entities.

2.1.9.Syndication of rupee term loans

2.1.10.International Financial Advisory Services” 5 SEBI RMB CIRCULAR NO. 1(98-99) dated June 05, 1998 6 RMB/CIRCULAR NO.4 (98-99) dated March 30, 1999 7 Omitted pursuant to deletion of Regulation 3(2A) of SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026. Prior to omission para 2.1 read as under:

“2.3.2. Subject to the provisions of regulation 3 (2A) of the Merchant Bankers Regulations 1992, a merchant banker can carry on

2.3.2.1.underwriting activities and can acquire securities as a part of underwriting commitment in case of devolvement and dispose it off subsequently. However, such a merchant banker is restricted to engage in the purchase and sale of same securities like an investment company.

2.3.2.2. Portfolio Management activities.” 8 RMB Circular No. 1 (2002-2003) dated September 17, 2002 9 Substituted for “regulation 6(c)” pursuant to insertion of Regulation 6(i) and deletion of Regulation 6(c) of SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026.

Page 7 of 1053.1.2. The entities have independent Board of Directors. Independent Board of Directors for this purpose means that common directors should not be in majority in both the Boards.

3.1.3. There is absolute arm’s length relationship with reference to their operations.

3.1.4. The key personnel and infrastructure are independently available for each entity.

3.1.5. Each entity has independent regulatory controls and supervisory mechanism

3.2. It is also clarified that when two entities in the same group are granted registration, any action by way of suspension or cancellation of registration taken by SEBI against one entity, may entail action under regulation 35 of the MB Regulations against other entities of the same group registered in terms of the said Regulations.

Explanation: Two entities are considered to be in the same group if:

(i) the same person, by himself or in combination with his relatives, directly or indirectly exercises control over both the entities; or

(ii) they are part of the promoter group or group companies; or

(iii) where one entity directly or indirectly exercises control over the other entity. [‘Control’ for this purpose means control as defined in regulation 2(1)(e) of the SAST Regulations]

4. Designated e-mail ID for redressal of investor complaints and regulatory communication with SEBI 10

4.1. Merchant Bankers shall designate e-mail IDs for (i) registration and redressal of investor complaints and (ii) regulatory communication with SEBI and shall inform SEBI through SEBI Intermediary portal11.

10 SEBI Circular No. MIRSD/DPS III/Cir-01/07 dated January 22, 2007 and SEBI Circular No. MIRSD/ DPSIII/ Cir-24/ 08 dated July 25, 2008 11 Substituted for “at mb@sebi.gov.in as per the format prescribed at Annexure I” pursuant to the issuance of Circular SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017.

Page 8 of 1054.2. The aforesaid e-mail IDs shall be exclusively used for the above purposes and shall not be a person-centric e-mail ID.

5. Prior approval for change in control 12

5.1. To streamline the process of obtaining approval for the proposed change in control of Merchant Bankers, the following procedure has been specified:

5.1.1. The intermediary shall make an online application to SEBI for prior approval through the SEBI Intermediary Portal (‘SI Portal’) (https://siportal.sebi.gov.in).

5.1.2. The online application in SI portal shall be accompanied by the following information / declaration / undertaking about itself, the acquirer(s) / the person(s) who shall have the control and the directors / partners of the acquirer(s) / the person(s) who shall have the control:

5.1.2.1. Current and proposed shareholding pattern of the intermediary.

5.1.2.2. Whether any application was made in the past to SEBI seeking registration in any capacity but was not granted? If yes, details thereof.

5.1.2.3. Whether any action has been initiated/taken under Securities Contracts (Regulation) Act, 1956 (SCRA) / Securities and Exchange Board of India Act, 1992 (SEBI Act) or rules and regulations made thereunder? If yes, the status thereof along with the corrective action taken to avoid such violations in the future. The acquirer(s) / the person(s) who shall have the control shall also confirm that it shall honour all past liabilities / obligations of the applicant, if any.

5.1.2.4. Whether any investor complaint is pending? If yes, steps taken and confirmation that the acquirer(s) / the person(s) who shall have the control shall resolve the same.

12 SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/141 dated August 10, 2023 Page 9 of 1055.1.2.5. Details of litigation(s), if any.

5.1.2.6. Confirmation that all the fees due to SEBI have been paid.

5.1.2.7. Declaration cum undertaking of the intermediary and the acquirer(s) / the person(s) who shall have the control (in a format enclosed at Annexure II), duly stamped and signed by

their authorized signatories that:

(i) there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted;

(ii) pursuant to grant of prior approval by SEBI, the incumbent shall inform all the existing investors/ clients of the intermediary about the proposed change prior to effecting the same, in order to enable them to take informed decision regarding their continuance or otherwise with the new management; and

(iii) the ‘fit and proper person’ criteria as specified in Schedule II of SEBI (Intermediaries) Regulations, 2008 are complied with.

5.1.2.8. In case the incumbent intermediary is a registered stock broker, clearing member, depository participant, in addition to the above, it shall obtain approval / NOC from all the stock exchanges / clearing corporations / depositories, where the incumbent is a member/depository participant and submit self- attested copy of the same to SEBI.

5.1.3. Subject to other appropriate sectoral regulator’s approval with regard to change in control, the prior approval granted by SEBI shall be valid for a period of six months from the date of SEBI’s approval within which the applicant shall file application for fresh registration pursuant to change in control.

5.2. To streamline the process of providing approval to the proposed change in control of an intermediary in matters which involve scheme(s) of arrangement Page 10 of 105which needs sanction of the National Company Law Tribunal (“NCLT”) in terms of the provisions of the Companies Act, 2013, the following has been decided:

5.2.1. The application for approval of the proposed change in control of the intermediary shall be filed with SEBI prior to filing the application with NCLT.

5.2.2. Upon being satisfied with compliance of the applicable regulatory requirements, an in-principle approval will be granted by SEBI;

5.2.3. The validity of such in-principle approval shall be three months from the date of issuance, within which the relevant application shall be made to NCLT.

5.2.4. Within 15 days from the date of order of NCLT, the intermediary shall submit an online application in terms of para 5.1 of this circular

along with the following documents to SEBI for final approval:

5.2.4.1. Copy of the NCLT Order approving the scheme;

5.2.4.2. Copy of the approved scheme;

5.2.4.3. Statement explaining modifications, if any, in the approved scheme vis-à-vis the draft scheme and the reasons for the same; and

5.2.4.4. Details of compliance with the conditions/ observations, if any, mentioned in the in-principle approval provided by SEBI.

5.3. With respect to transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control, the

following is clarified: 13

5.3.1. Transfer /transmission of shareholding in case of unlisted Merchant

Bankers: In following scenarios, change in shareholding of the Merchant

Bankers will not be construed as change in control:

13 SEBI/HO/MIRSD/DOR/CIR/P/2021/42 dated March 25, 2021 Page 11 of 1055.3.1.1. Transfer of shareholding among immediate relatives shall not result into change in control. Immediate relative shall be construed as defined under Regulation 2(l) of the SAST Regulations, which inter-alia includes any spouse of that person, or any parent, brother, sister or child of the person or of the spouse.

5.3.1.2. Transfer of shareholding by way of transmission to immediate relative or not, shall not result into change in control.

5.3.1.3. Incoming entities/shareholders becoming part of controlling interest in the Merchant Bankers pursuant to transfer of shares from immediate relative / transmission of shares (immediate relative or not), need to satisfy the fit and proper person criteria stipulated in Schedule II to the Securities and Exchange Board of India (Intermediaries) Regulations, 2008.

6. Transfer of business by SEBI registered intermediaries to other legal entity 14

6.1. In respect of the registration applications pursuant to transfer of business (SEBI regulated business activity) from one legal entity, which is a SEBI registered Intermediary (transferor), to other legal entity (transferee), the following is

clarified:

6.1.1. The transferee shall obtain fresh registration from SEBI in the same capacity before the transfer of business if it is not registered with SEBI in the same capacity. SEBI shall issue new registration number to transferee different from transferor’s registration number in the following

scenario: “Business is transferred through regulatory process (pursuant to merger / amalgamation / corporate restructuring by way of order of primary regulator /govt. / NCLT, etc.) or non-regulatory process (as per private agreement /MOU pursuant to commercial dealing / private 14 SEBI/HO/MIRSD/DOR/CIR/P/2021/46 dated March 26, 2021 Page 12 of 105arrangement) irrespective of transferor continues to exist or ceases to exist after the said transfer.

6.2. In case of change in control pursuant to both regulatory process and non- regulatory process, prior approval and fresh registration shall be obtained.

While granting fresh registration to the same legal entity pursuant to change in control, same registration number shall be retained.

6.3. If the transferor ceases to exist, its certificate of registration shall be surrendered.

6.4. In case of complete transfer of business by transferor, it shall surrender its certificate of registration.

6.5. In case of partial transfer of business by transferor, it can continue to hold its certificate of registration.

6A. Conditions for compliance with revised capital adequacy and new liquid net worth requirements as well as timelines to re-categorize as Category I or Category II for Merchant Bankers15 6A.1. In terms of clause (d) of regulation 6 of MB Regulations, the revised net worth and liquid net worth as specified in regulations 7 and 7A are applicable as

follows:

6A.1.1. In case of applications made on or after January 03, 2026, the applicants shall fulfill the revised capital adequacy requirements under regulation 7 and new liquid net worth requirements under regulation 7(A) as on date of its application.

6A.1.2. Existing Merchant Bankers (MBs) shall comply with the above requirements in phased manner as given at para 6A.2. Those applicants who have filed application before January 03, 2026 and are granted registration subsequently are also considered as existing MBs for the purpose of this circular.

15 Inserted pursuant to the issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026.

Page 13 of 1056A.2. For existing MBs, the MB Regulations empowers Board to specify the time and manner for its implementation. Accordingly, to ensure smooth adoption of these requirements, it has been decided that revised capital adequacy and new liquid net worth requirements shall apply to existing MBs in a phased manner as

under:

Table (I): Phased implementation of capital adequacy and liquid net worth requirements Category [Phase (I) - on or before [Phase (II) - on or before March 31, 2027]16 March 31, 2028]16 capital liquid net capital liquid net worth adequacy being worth adequacy being requirement net worth requirement net worth Category I Rs. 25 cr Rs. 6.25 cr Rs.50 cr Rs.12.5 cr Category II Rs. 7.5 cr Rs. 1.875 cr Rs.10 cr Rs.2.5 cr 6A.3. In terms of amended sub-regulation (4) of regulation 3 of MB Regulations, every existing MB shall categorize itself either as Category I or Category II by complying with net worth and liquid net worth requirements within such time period and in the manner as specified by the Board. Accordingly, it is specified

that:

6A.3.1. An existing MB shall continue to work as Category I or Category II till [March 31, 2027]17. However, it is required to intimate SEBI through email to mb@sebi.gov.in, on or before [March 31, 2027]17 17, about the category that an MB intends to continue from [April 01, 2027]18. Along with this email, it is required to submit a Chartered Accountant certified Net worth Certificate (including component of liquid net worth) confirming compliance with net worth and liquid net worth requirements.

16 Substituted pursuant to the issuance of Circular HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 dated June 11, 2026. Prior to submission, Column headers read as “Phase (I) - on or before January 02, 2027” & “Phase (II) - on or before January 02, 2028”.

17 Substituted for “January 02, 2027”pursuant to the issuance of Circular HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 dated June 11, 2026.

18 Substituted for “January 03, 2027”pursuant to the issuance of Circular HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 dated June 11, 2026.

Page 14 of 1056A.3.2. An existing MB who fails to comply with requirements for Category I, by end of Phase (I) or Phase (II), as given under Table I, shall be automatically designated as Category II MB.

6A.3.3. Further, an existing MB who fails to comply with requirements for Category II, by end of Phase (I) or Phase (II), as given under Table I, shall not undertake any fresh permitted activity as specified in sub- regulation (1) of regulation 13A.

6A.4. The MB shall submit a certificate from Chartered Accountant as part of Half Yearly Report (Annexure III) certifying that the net worth and liquid net worth of the MB have been maintained as specified in MB Regulations, at all times during the corresponding half year period.

6B. Definition of liquid net worth1515 6B.1. For the purpose of regulation 7A of MB Regulations, “liquid net worth” shall mean net worth deployed in unencumbered liquid assets, with applicable haircut

as given in the following table:

Table (II): Applicable haircut for the purpose of liquid net worth Type of instrument* Applicable haircut Cash 0% Bank fixed deposits 0% Government securities 10% Units of overnight mutual fund schemes, liquid mutual 10% fund schemes or government securities mutual fund schemes (by whatever name called which invest in government securities) Listed securities of Nifty 500 companies held either as 30% investment or Stock-in-Trade/ Inventories *Value of these instruments to be considered for calculating liquid net worth shall be the value as recorded in the books of accounts, on the date of computation of the net worth.

Table (III): Illustration Particulars Amount (Rs.) Listed Shares A Rs. 200 G-Sec B Rs. 100 Total Marketable Securities A+B Rs. 300 Value to be considered for calculating liquid net worth Rs. 230 70% of Listed Shares i.e., 70% of Rs. 200 = Rs. 140 Page 15 of 105Table (III): Illustration Particulars Amount (Rs.) 90% of G Sec i.e., 90% of Rs. 100 = Rs. 90 6C. Compliance with Conditions for requisite certification15 6C.1. In terms of existing clause (b) of regulation 6 of MB Regulations, an applicant is required to have in its employment, a minimum of two persons who are professionally qualified in finance or law or accountancy or business management from a Government recognized university or institution or who have a recognized degree in finance or law or accountancy or business management from a foreign university or institution.

6C.2. In terms of newly inserted clause (ba) of regulation 6 of MB Regulations, such employees and the compliance officer are required to obtain such certification(s) as may be specified by the Board.

6C.3. It is, accordingly, specified that the employees of an applicant, as specified in clause (b) of Regulation 6, shall possess the certificate for NISM Series-IX:

Merchant Banking Certification Examination at the time of application.

For an existing MB, 6C.3.1. an existing employee shall obtain requisite certification within one year from effective date, i.e., on or before January 02, 2027.

6C.3.2. the employees, who are appointed on or after January 3, 2026, shall be required to obtain requisite certification within ninety days from the date of his/ her appointment.

6C.4. Further, the compliance officer of an applicant shall possess certificates for NISM-Series-IX: Merchant Banking Certification Examination and NISM-Series-

IIIA: Securities Intermediaries Compliance (Non-Fund) Certification Examination at the time of application.

For an existing MB, Page 16 of 1056C.4.1. an existing compliance officer shall obtain requisite certifications within one year i.e., on or before January 02, 2027.

6C.4.2. the compliance officer, who is appointed on or after January 3, 2026, shall be required to obtain requisite certifications within ninety days from the date of his/ her appointment.

6D. Requirement of compliance officer to be independent from other employees15 6D.1. In terms of newly inserted clause (i) of sub-regulation (2) of regulation 28A of MB Regulations, the compliance officer shall be separate and independent from the principal officer and the employees referred to in clause (b) of regulation 6.

6D.2. The Board has been empowered to specify time and manner of compliance with the provision for existing MBs. It is, accordingly, specified that existing MBs shall comply with the requirement of compliance officer to be separate and independent from principal officer and the employees referred to in clause (b) of regulation 6, within ninety days from the effective date, i.e., on or before April 03, 2026.

6D.3. For any registration granted on or after April 03, 2026, for the application filed before January 03, 2026, this condition shall be applicable from the date of grant of registration.

6E. Requirement of principal officer with relevant experience15 6E.1. According to substituted definition of principal officer in clause (d) of sub- regulation (1) of regulation 2 of MB Regulations, “principal officer” means an employee of the merchant banker, who has at least five years of experience in working in the financial markets, and who has been designated as such by the merchant banker, and is responsible for the decisions made by the merchant banker for the management or administration of merchant banking activities and all other operations of the merchant banker.

An applicant is required to comply with the said requirement at the time of filing application with SEBI.

Page 17 of 1056E.2. Board has been empowered to specify time and manner of compliance with the provision for existing MBs. It is accordingly specified that existing MBs shall comply with this requirement within one year from the effective date i.e., on or before January 02, 2027.

Page 18 of 105CHAPTER II - GENERAL OBLIGATIONS AND RESPONSIBILITIES

7. Regulatory Compliance and Periodic Reporting19

7.1. The Merchant Bankers are required to submit half-yearly reports to SEBI in electronic form [only through SEBI Intermediary Portal]20 within three months from the expiry of the half year. The format of the report is specified in Annexure III21.

7.2. The Boards of Merchant Bankers shall, review the above half-yearly reports and record its observations on (i) the deficiencies and non-compliances; (ii) corrective measures initiated to avoid such instances in future; (iii) pre-issue and post-issue due diligence process followed and whether they are satisfied;

and (iv) track record of past issues managed.

7.3. The compliance officer shall certify the above half-yearly reports and shall submit such reports to SEBI. Such reports shall be submitted in two files– one file in pdf format and the other in excel format.

7.4. [***]22

7.5. The merchant bankers are also required to report the following change(s) to SEBI through the half-yearly reports: 23 19 SEBI Cir. No. MIRSD/DPS-2/MB/Cir-16/2008 dated May 06, 2008 and SEBI Circular No. CIR/MIRSD/6/2012 dated May 14, 2012 20 Substituted for “only by e-mail” pursuant to the issuance of Circular SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02,

2017.

21 Annexure III of this master circular is updated pursuant to Amendments to SEBI (Merchant Bankers) Regulations, 1992 vide

notification dated December 5, 2025, which has come into effect from January 3, 2026 and issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/20 dated January 02, 2026.

22 Omitted pursuant to the issuance of Circular SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017. Prior to omission para 7.4 read as under: “7.4. The pdf/excel files containing the half-yearly report is required to be sent to email ID mb@sebi.gov.in with the subject/title “Half-yearly report submitted by AAA for the half-year ended XXX YYYY” where AAA represents the name of the Merchant Banker, XXX represents the month at the end of the half-year and YYYY represents the year. Also, the attached pdf/excel file containing the half yearly report shall bear the name of the Merchant Banker, the periodicity of the report as well as the month at the end of the half-year and the corresponding year. For example, if a Merchant Banker ABC Limited submits the report for the half year ended September, 2008, the report submitted to mb@sebi.gov.in shall bear the subject/title -“Half-yearly report submitted by ABC Limited for the half-year ended September 2008” and the attached pdf/excel file shall bear the name “ABCLimitedhalfyearlySeptember2008”.” 23 SEBI Circular No. CIR/MIRSD/7/2011 dated June 17, 2011 Page 19 of 1057.5.1. Amalgamation, demerger, consolidation or any other kind of corporate restructuring falling within the scope of section 230 of the Companies Act, 2013 or the corresponding provision of any other law for the time being in force;

7.5.2. Change in Director, including managing director/ whole-time director;

7.5.3. Change in shareholding not resulting in change in control.

8. Disclosure of Track Record of the public issues managed by Merchant Bankers24

8.1. In order to enable investors to understand the level of due diligence exercised by the merchant bankers in managing public issues, the merchant bankers are required to disclose the track record of the performance of the public issues managed by them. The track record is required to be disclosed for a period of three financial years from the date of listing for each public issue managed by the merchant banker. The format for disclosure of track records is given in the Annexure IV.

8.2. The track record shall be disclosed on the website of the merchant banker and a reference to this effect shall be made in the offer documents of public issues managed in the future. In case more than one merchant banker is associated with a public issue, all merchant bankers who have signed the due diligence certificate, as disclosed in the offer document, shall disclose the track record.

9. Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites25

9.1. With a view to provide investors an idea about the various activities pertaining to primary market issuances as well as exit options like Takeovers, Buybacks or Delistings at one single place, an Investor Charter was developed.

24 SEBI Circular No. CIR/MIRSD/1/2012 dated January 10, 2012 25 SEBI/HO/CFD/DCR2/P/CIR/2021/0661 dated November 23, 2021 Page 20 of 1059.2. All the registered merchant bankers shall disclose on their website, Investor Charter for each of the following categories, as provided at Annexure V to this

circular –

9.2.1. Initial Public Offer (IPO) and Further Public Offer (FPO) including Offer for Sale (OFS);

9.3. Rights Issue;

9.3.1. Qualified Institutions Placement (QIP);

9.3.2. Preferential Issue;

9.3.3. SME IPO and FPO including OFS;

9.3.4. Buyback of Securities;

9.3.5. Delisting of Equity Shares;

9.3.6. Substantial Acquisitions of Shares and Takeovers.

9.4. Additionally, in order to bring about transparency in the Investor Grievance Redressal Mechanism, all the registered Merchant Bankers shall disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, on each of the aforesaid categories separately as well as collectively, latest by 7th of succeeding month, as per the format enclosed at Annexure VI to this circular.

10. Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions26

10.1. Ministry of Electronics & Information Technology, Govt. of India (MoE&IT), had informed SEBI that the financial sector institutions avails or may avail Software as a Service (SaaS) based solution for managing their Governance, Risk & Compliance (GRC) functions so as to improve their cyber Security Posture. As observed by MoE&IT, though SaaS may provide ease of doing business and quick turnaround, but it may bring significant risk to health of financial sector as many a time risk and compliance data of the institution moves beyond the legal and jurisdictional boundary of India due to nature of shared cloud SaaS, thereby posing risk to the data safety and security.

10.2. In this regard, Indian Computer Emergency Response Team (CERT-in) had 26 SEBI/HO/MIRSD2/DOR/CIR/P/2020/221 dated November 03, 2020 Page 21 of 105issued an advisory for Financial Sector organizations. The advisory had been forwarded to SEBI for bringing the same to the notice of financial sector organization. The advisory is enclosed at Annexure VII.

10.3. Merchant Bankers are advised to ensure complete protection and seamless control over the critical systems at their organizations by continuous monitoring through direct control and supervision protocol mechanisms while keeping the critical data within the legal boundary of India.

10.4. The compliance of the advisory shall be reported in the half-yearly report to

SEBI with an undertaking stating the following: “Compliance of the SEBI

circular for Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions has been made.”

(10A) Conditions for compliance in respect of underwriting obligations27 10A.1 In terms of newly inserted sub-regulation (2) of Regulation 22B of MB Regulations, total underwriting obligations of MB shall not exceed 20 times of its liquid net worth. For existing MBs, Board has been empowered to specify the time and manner of compliance. Accordingly, it is specified that existing MBs shall comply with this requirement within two years from the effective date, i.e., by January 02, 2028.

10A.2 The MB is also mandated to submit a certificate issued by Chartered Accountant providing the value of total underwriting obligations of the MB, as a part of Half Yearly Report. The certificate should also certify compliance with the sub- regulation (2) of regulation 22B by the MB.

(10B) Compliance with requirement of minimum revenue from permitted activities27 10B.1 In terms of clause (j) of sub-regulation (1) of regulation 9A and regulation 9C of MB Regulations, the MBs shall generate minimum revenue, as specified by the Board, from activities provided under sub-regulation (1) of regulation 13A.

10B.2 The Board has been empowered to specify the minimum revenue that an MB has to generate from the permitted activities. It is, accordingly, specified that an MB shall generate minimum revenue, on a cumulative basis over the three immediately preceding financial years, as given below:

10B.2.1. Category I: at least Rs. 25 crore 10B.2.2. Category II: at least Rs. 5 crore 10B.3 If an MB fails to generate minimum revenue, as given above, its certificate of registration is liable to be cancelled under summary proceedings under SEBI (Intermediaries) Regulations, 2008. The first assessment w.r.t. minimum 27 Inserted pursuant to the issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026 Page 22 of 105revenue from permitted activities by MBs, will be carried out with effect from April 01, 2029.

10B.4 Board has been empowered to specify circumstances under which the registration granted to an MB shall not be cancelled in case it is unable to meet the minimum revenue due to certain circumstance(s). Accordingly, it is specified that SEBI shall, inter alia, take into account the following circumstances in deciding whether to cancel the registration of an MB for not meeting minimum revenue criteria, namely:

10B.4.1. Natural calamities like flood, earthquake, 10B.4.2. Outbreak of pandemic situations like COVID-19 etc.

10B.4.3. Global Economic Recession 10B.4.4. Geopolitical tensions and war 10B.5 MBs are required to submit details of revenue from permitted activities to SEBI within three months from the end of each financial year, starting from FY 2026-

27.

(10C) Disclosure to be made by Merchant Banker where it is only involved in the marketing of an issue27 10C.1 In terms of regulation 21C of MB Regulations, an MB shall not lead manage any public issue, where its directors, other key managerial personnel, compliance officer, employees referred to in clause (b) of Regulation 6, or their relatives, individually or in aggregate hold more than 0.1% of the paid up share capital or shares whose nominal value is more than 10,00,000 rupees, whichever is lower, in the issuer.

Provided that an MB may be involved only in the marketing of such issues subject to appropriate disclosure as may be specified by the Board.

Accordingly, it is specified that the MBs shall inter-alia disclose the nature of the instrument/s, amount of investment/s and quantum of holding/s of the entities mentioned in regulation 21C, in the issuer company and their relationship with the MB, in the offer document and other marketing material of such issue/s.

This requirement shall be applicable to the public issues filed with SEBI or stock exchange(s), on or after the effective date, i.e., w.e.f. January 03, 2026.

(10D) Conditions to be complied with by Merchant Bankers for carrying out activities other than permitted activities27 10D.1 In terms of sub-regulation (2) of regulation 13A of MB Regulations, an MB may also undertake activities other than the permitted activities (as specified under sub-regulation (1) of regulation 13A), on an arms-length basis through separate business units of such MB. In this regard, the Board has been empowered to specify the manner and conditions, subject to which the MB may carry out such other activities.

Page 23 of 10510D.2 Accordingly, following conditions are specified for carrying out such other activities, that are not regulated by SEBI:

10D.2.1. The MB shall undertake such activities that are not regulated by SEBI only at arms’ length basis through one or more separate business units

(SBU) of the MB, segregated by a Chinese Wall and ring-fenced from the SEBI regulated activities. [The segregation shall be done on or before December 31, 2026]28.

10D.2.2. The MB shall ensure that the grievance redressal mechanism including escalation mechanism, if any, with respect to activities not regulated by SEBI, is separate and distinct from the grievance redressal mechanism

provided for activities regulated by SEBI and is part of the SBU.

10D.2.3. The MB shall prepare and maintain separate records in the SBU for the non-SEBI regulated activities.

10D.2.4. The staff engaged in non-SEBI regulated activities, should be distinct from the staff handling activities regulated by SEBI. However, the staff can cross the Chinese wall, subject to due procedures approved by the board of directors of the entity. Such Chinese wall shall not be applicable for the Key Managerial Personnel.

10D.2.5. The other resources, including the information technology infrastructure, may be shared between the activities regulated by SEBI and activities that are not regulated by SEBI, subject to due procedures approved by the board of directors of the MB.

10D.2.6. The MB shall duly disclose on its website, the list of the activities that are not regulated by SEBI or any other Financial Sector Regulator (FSR), along with a disclosure that none of the SEBI investor protection mechanism will be available for any grievances or disputes arising out of or pertaining to non-SEBI regulated activities.

Existing MBs undertaking non-SEBI regulated activities as on the effective date shall make the said disclosure on its website, within thirty days from the effective date, i.e., on or before February 02, 2026.

10D.2.7. If an MB undertakes activity regulated by other FSR, the name of the relevant FSR should also be specified in disclosures to relevant stakeholders. Further, the MB shall comply with the regulatory framework, if any, as may be specified by the respective FSR for the matters relating to policy eligibility criteria, risk management, investor grievance or dispute handling mechanism, inspection, enforcement and claims.

10D.2.8. The MB shall ensure that its advertising, marketing material and its webpage displaying information pertaining to SEBI regulated 28 Substituted for “The segregation shall be done within a period of six months from the effective date, i.e., on or before July 03,

2026.” pursuant to the issue of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026.

Page 24 of 105activities shall be separate and distinct from that of non-SEBI regulated activities.

10D.2.9. Before undertaking any activities which are not regulated by SEBI, there shall be an upfront written disclosure by the MB, as mentioned at para (10D.2.6) and (10D.2.7) above, to the relevant stakeholders including clients, beneficiaries and counterparties. The said disclosure shall be made on all engagement letters, contracts, agreements, and business communication, that such activities do not fall within the regulatory purview of SEBI. In this regard, confirmation/ acknowledgement shall also be obtained from the stakeholders at the time of engagement, that they have been informed about the nature of the activity, risks involved and non-availability of any SEBI investor protection mechanism.

10D.2.10. For the existing and ongoing mandates/ arrangements w.r.t the non- SEBI regulated activities, an MB shall make disclosures, as mentioned at para (10D.2.6) and (10D.2.7) above, and obtain confirmation/ acknowledgement from the stakeholders including clients, beneficiaries and counterparties, and submit a compliance report to the Board, [on or before December 31, 2026.]29 10D.3 The MB shall ensure that, in respect of activities not regulated by the SEBI, it submits an undertaking as part of the half-yearly report confirming compliance with requirements of regulation 13A and the conditions prescribed at para 10D.2, duly reviewed and approved by its board of directors.

10D.4 Further, as specified in the first proviso to sub-regulation (2) of regulation 13A, a person holding a Certificate of Registration under MB regulations, which is also regulated by the Reserve Bank of India, shall undertake the merchant banking activities specified under sub-regulation (1) of regulation 13A, through a separate business unit. Therefore, the terms and conditions specified at para 10D.2 above shall be complied with by such SBU.

29 Substituted for “within a period of six months from the effective date, i.e., on or before July 03, 2026.” pursuant to the issue of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026.

Page 25 of 105CHAPTER III – OTHER GUIDELINES

11. Processing of Investor Complaints in SEBI Complaints Redress System

(SCORES)30

11.1. SEBI launched a centralized web based complaints redress system ‘SCORES’ in June 2011.

11.2. Merchant Bankers shall comply with the requirements laid down vide Master

Circular No. SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022, as applicable and as amended from time to time.

11.3. As an additional measure and for information of all investors who deal/ invest/ transact in the market, the offices of Merchant Bankers shall display information as provided in Annexure VIII. 31

12. Prevention of circulation of unauthenticated news by SEBI Registered Market Intermediaries through various modes of communication32

12.1. As market rumours can do considerable damage to the normal functioning and behavior of the market and distort price recovery mechanisms, the Merchant

Bankers are directed that:

12.1.1. Proper internal code of conduct and controls should be put in place.

12.1.2. Employees/temporary staff/voluntary workers etc. employed/working in the Offices of merchant bankers do not encourage or circulate rumours or unverified information obtained from client, industry, any trade or any other sources without verification.

12.1.3. Access to Blogs/Chat forums/Messenger sites etc. should either be restricted under supervision or access should not be allowed.

12.1.4. Logs for any usage of such Blogs/Chat forums/Messenger sites (called by any nomenclature) shall be treated as records and the same should be maintained as specified by the respective Regulations, which govern the merchant bankers.

12.1.5. Employees should be directed that any market related news received by 30 CIR/MIRSD/17/2011 dated August 24, 2011 31 CIR/MIRSD/3/2014 dated August 28, 2014 32 SEBI Circulars No Cir/ ISD/1/2011 dated March 23, 2011 and Cir/ ISD/2/2011 dated March 24, 2011 Page 26 of 105them either in their official mail/personal mail/blog or in any other manner, should be forwarded only after the same has been seen and approved by the Compliance Officer of the merchant banker. If an employee fails to do so, he/she shall be deemed to have violated the various provisions contained in the SEBI Act/Rules/Regulations etc. and shall be liable for action. The Compliance Officer shall also be held liable for breach of duty in this regard.

12A. Merchant Banker not to outsource its core merchant banking activities33

12.A.1 In terms of amended clause (i) of sub-regulation (1) of regulation 9A of MB Regulations, Merchant Bankers shall not outsource its core merchant banking activities from the effective date. Board has been empowered to specify time and manner of compliance of this provision for existing MBs.

It is, accordingly, specified that an existing MB having an open mandate/ existing agreement as on effective date, through which core merchant banking activities have been outsourced to a third party, shall be required to close the same within ninety days from the Effective Date. i.e., on or before April 03,

2026.

13. Guidelines on Outsourcing of Activities by Merchant Bankers34

13.1. SEBI Regulations for various intermediaries require that they shall render at all times high standards of service and exercise due diligence and ensure proper care in their operations.

13.2. It has been observed that often the Merchant Bankers resort to outsourcing with a view to reduce costs, and at times, for strategic reasons.

13.3. Outsourcing may be defined as the use of one or more than one third party –either within or outside the group by a merchant banker to perform the activities associated with services which the merchant banker offers.

13.4. Principles for Outsourcing The risks associated with outsourcing may be operational risk, reputational risk, 33 Inserted pursuant to the issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026 34 SEBI Circular No. CIR/MIRSD/24/2011 dated December 15, 2011 Page 27 of 105legal risk, country risk, strategic risk, exit-strategy risk, counter party risk, concentration and systemic risk. The principles for outsourcing are given at Annexure IX, which shall be followed by the merchant bankers.

13.5. Activities that are not to be Outsourced The merchant bankers desirous of outsourcing their activities shall not, however, outsource their core business activities and compliance functions. In respect of Know Your Client (KYC) requirements, the merchant bankers are required to comply with the provisions of Securities and Exchange Board of India {KYC (Know Your Client) Registration Agency} Regulations, 2011 and Guidelines issued thereunder from time to time.

13.6. Reporting to Financial Intelligence Unit (FIU) – The merchant bankers are responsible for reporting of any suspicious transactions / reports to FIU or any other competent authority in respect of activities carried out by the third parties.

14. General Guidelines for dealing with conflicts of interest of merchant bankers and their associated persons in Securities Market 35

14.1. Merchant Bankers and their associated persons shall abide by the following

guidelines for avoidance of conflict of interest:

14.1.1. lay down, with active involvement of senior management, policies and internal procedures to identify and avoid or to deal or manage actual or potential conflict of interest, develop an internal code of conduct governing operations and formulate standards of appropriate conduct in the performance of their activities, and ensure to communicate such policies, procedures and code to all concerned;

14.1.2. at all times maintain high standards of integrity in the conduct of their business;

14.1.3. ensure fair treatment of their clients and not discriminate amongst them;

35 SEBI Circular No. CIR/MIRSD/5/2013 dated August 27, 2013 Page 28 of 10514.1.4. ensure that their personal interests do not, at any time, conflict with their duty to their clients and client’s interest always takes primacy in their advice, investment decisions and transactions;

14.1.5. make appropriate disclosure to the clients of possible source or potential areas of conflict of interest which would impair their ability to render fair, objective and unbiased services;

14.1.6. endeavor to reduce opportunities for conflict through prescriptive measures such as through information barriers to block or hinder the flow of information from one department/ unit to another, etc.;

14.1.7. place appropriate restrictions on transactions in securities while handling a mandate of issuer or client in respect of such security so as to avoid any conflict;

14.1.8. not deal in securities while in possession of material non published information;

14.1.9. not to communicate the material non published information while dealing in securities on behalf of others;

14.1.10. not in any way contribute to manipulate the demand for or supply of securities in the market or to influence prices of securities;

14.1.11. not have an incentive structure that encourages sale of products not suiting the risk profile of their clients;

14.1.12. not share information received from clients or pertaining to them, obtained as a result of their dealings, for their personal interest.

14.2. For the purpose of above guidelines "associated persons" shall have the same meaning as defined in the Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets) Regulations, 2007.

14.3. The Boards of merchant bankers shall put in place systems for implementation of the above guidelines and provide necessary guidance enabling identification, elimination or management of conflict of interest situations and shall periodically review the compliance of the aforesaid guidelines.

Page 29 of 105ANNEXURES ANNEXURE I [***]36 36 Omitted pursuant to the issuance of Circular SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017.

Page 30 of 105ANNEXURE II Declaration-Cum-Undertaking We, M/s. (Name of the intermediary/the acquirer(s)/person(s) who shall have the control), hereby declare and undertake the following with respect to the application for prior approval for change in control of (name of the intermediary along with the SEBI registration no.):

1. The intermediary (Name) and its principal officer, the directors or managing partners, the compliance officer and the key management persons and the promoters or persons holding controlling interest or persons exercising control over the applicant, directly or indirectly (in case of an unlisted applicant or intermediary, any person holding twenty percent or more voting rights, irrespective of whether they hold controlling interest or exercise control, shall be required to fulfill the ‘fit and proper person’ criteria) are fit and proper person in terms of Schedule II of SEBI (Intermediaries) Regulations, 2008.

2. We bear integrity, honesty, ethical behavior, reputation, fairness and character.

3. We do not incur following disqualifications mentioned in Clause 3(b) of Schedule II of SEBI (Intermediaries) Regulations, 2008 i.e. i. No criminal complaint or information under section 154 of the Code of Criminal Procedure, 1973 (2 of 1974) has been filed against us by the Board and which is pending.

ii. No charge sheet has been filed against us by any enforcement agency in matters concerning economic offences and is pending. iii. No order of restraint, prohibition or debarment has been passed against us by the Board or any other regulatory authority or enforcement agency in any matter concerning securities laws or financial markets and such order is in force.

iv. No recovery proceedings have been initiated by the Board against us and are pending. v. No order of conviction has been passed against us by a court for any offence involving moral turpitude. vi. No winding up proceedings have been initiated or an order for winding up has been passed against us.

vii. We have not been declared insolvent. viii. We have not been found to be of unsound mind by a court of competent jurisdiction and no such finding is in force. ix. We have not been categorized as a willful defaulter.

x. We have not been declared a fugitive economic offender.

Page 31 of 1054. We have not been declared as not ‘fit and proper person’ by an order of the Board.

5. No notice to show cause has been issued for proceedings under SEBI (Intermediaries) Regulations, 2008 or under section 11(4) or section 11B of the SEBI Act during last one year against us.

6. It is hereby declared that we and each of our promoters, directors, principal officer, compliance officer and key managerial persons are not associated with vanishing companies.

7. We hereby undertake that there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted.

8. We hereby undertake that pursuant to grant of prior approval by SEBI, the incumbent shall inform all the existing investors/ clients about the proposed change prior to effecting the same, in order to enable them to take informed decision regarding their continuance or otherwise with the new management.

The said information is true to our knowledge. (stamped and signed by the Authorized Signatories) Page 32 of 105ANNEXURE III37 Report of Merchant Bankers for the Half Year ended March / September, 20

Name of the Merchant Banker :

SEBI Registration Number :

Category of the Merchant Banker

PAN of the Merchant Banker :

Date of Registration (in dd-mmm- yyyy) :

Address of Principal Place of Business* (including Branches, if applicable) : (* Place(s) from where merchant banking activities was/were carried out)

Section I – Activities A Issue Management A.1 Table A: Summary of issues managed [Cut-off date to be date of listing of shares or Date of . closure, as applicable ] Sr. Type of Issue Numb Cumulative Size (in Rs. Cumulative No. er of number of Crores) of Size (in Rs.

issues issues issues managed Crores) of mana managed up to during the Half issues ged the Half Year Year ended managed up to during ended March / March / the Half Year the September September ended March / Half September Year ended March / Septe mber 1 IPO of equity shares / convertible securities on Main Board of Stock Exchange 2 IPO on SME platform 3 IPO on Innovators Growth Platform 4 FPO of equity shares / convertible securities 5 Offer For Sale (OFS) through stock 37 Annexure III of this master circular is updated pursuant to Amendments to SEBI (Merchant Bankers) Regulations, 1992 vide

notification dated December 5, 2025, which has come into effect from January 3, 2026 and issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/20 dated January 02, 2026.

Page 33 of 105exchanges 6 Rights Issue (Chapter III of SEBI ICDR Regulations) 7 QIP of equity shares, non-convertible debt instruments along with warrants and convertible securities other than warrants 8 IPO / Rights issue of IDRs 9 Fund raised w.r.t.

Social Stock Exchange 10 Public Issue REIT 11 Rights Issue REIT 12 QIP REIT 13 Public Issue InvIT 14 Rights Issue InvIT 15 QIP InvIT 16 Public issue of NCDs / NCRPS 17 Acquisitions/ Takeover 18 Buyback (Tender) 19 Buyback (Stock Exchange) 20 Buyback (Book Build) 21 Buyback (Other) 22 Delisting 23 Delisting-cum-Open Offer 24 Scheme of arrangement 25 Others (please specify) Total A.2 Table B : Details of each of the Issues / Offers managed during the Half Year(Breakup of the . details submitted in Table A) Sr. Type of Sub Name Date of Closing Date of Size Fee No. ** activity activity of the Engagement Issue / Offer of charged Issuer Letter with Issu by / Issuer *** / e / Mercha Target Target Offer nt comp Company (Rs. Banker any Cror (Rs.

es) Crores) 1 2 Page 34 of 1053 4 5 Total Footnotes - ** Insert additional rows as required. *** Indicate in foot note where Merchant Banker's role was limited to marketing in accordance with Reg. 21A of MB Regulations.

Table C : Summary of underwriting of issues managed during Half Year Sr. Type of Name of Size Amount Amount For SME No. ** Issue the Issuer of underwritten devolved (in Rs. issues, Issue (in Rs. Crores) Crores) during whether lead (Rs. during Half Half Year manager(s) Crore Year had s) underwritten at least 15% of issue size on their own account(s)? (Yes / No / NA) 1 2 3 4 5 Total Whether the total underwriting obligations exceeded Twenty times of Liquid Net worth of Merchant Banker at any point of time during the Half Year? (Yes / No) ** Insert additional rows as required.

B Acquisition of securities of a body corporate whose issue is being managed by Merchant Banker Sr. Name of Wheth Type of No of securities Valu Percent No. the er as acquisition acquired e (in age of issuer part Rs. shareho of Cror lding under es) writin of g or acqu marke isitio t n makin g 1 2 3

Section II – Redressal of Investor Grievances Page 35 of 105A Status of [SCORES as well as Non-SCORES complaints] Sr. Name of the Issuer / Type Number of Numb Number Number of No. ** Target Company of Complaints er of of Complaints Issue pending at the Compl Compla pending at the *** end of the last aints ints end of Half Half Year receiv resolve Year ed d during during the the Half Half Year Year 1 2 3 4 5 Total B Details of the Investor Grievances including Investor Complaints (SCORES as well as Non- SCORES) pending for more than 21 Calendar days :

Sr. Name of the Issuer / Type Number of Nature Steps Status of No. ** Target Company of Complaints of taken Complaint (if Issue pending for Compl for redressed, date *** more than 21 aints* redress of redressal) Calendar days al anytime during the half year ended 1 2 3 4 5 Total ** Insert *** Types of Issue shall be as defined under additiona Table A.1 under Section I.

l rows as required. * Nature of complaint(s) - a. Delay in receipt / non-receipt f. Non-receipt / delay in receipt of Consideration of refund g. Non-acceptance of securities b. Delay in unblocking of funds h. Non-receipt of interest/coupon/ redemption amount.

c. Non-allotment / delay in i. Others (please specify) receipt of securities d. Non-bidding of application e. Non-receipt of Letter of Offer C Percentage of Complaints Outstanding at the end of Half Year = (Number of Complaints Unresolved at end of Current Half Year) / (Number of Complaints pending at the end of Previous Half Year + Number of Complaints received during the Current Half Year) * 100 Page 36 of 105D Average Resolution Time (in days) = (Sum total of time taken in days to resolve each complaint in the Current Half Year / Total number of Complaints resolved in the Current Half Year) E Maximum pendency during anytime during the half year = (Details of Top 3 unresolved complaints pending anytime during the half year ended) Example - Complaint against ABC Ltd has been unresolved for more than 30 days anytime during the half year. The complaint has been resolved as at relevant half year ended.

The Merchant banker shall disclose complaint against ABC Ltd in the below table and Number of Days the Complaints is pending shall be 30 days) Sr No Name of Issuer/ Received From Number of Days the Complaints is Target Company pending 1 2 3

Section III – Compliance Confirmation and Certification A Summary of Change / Update during Half Year Sr. Type of Change / Detail Whether SI Date of Date of No**. Update s (in Application Portal submis implementation [Ref: Regulation brief) submitted Applic sion of of change/ 9A.(1)(f) of SEBI pertai through SEBI ation Applica update (dd- (Merchant Bankers ning Intermediary Numb tion on mmm-yyyy) Regulations, 1992] to Portal (SI er SI Updat Portal) (Yes/ Portal e / No) (dd- Chang mmm- e yyyy) 1 2 3 4 5 B Continuous requirements under SEBI (Merchant Bankers) Regulations, 1992 pertaining to Key Managerial Personnel (KMP) It is certified that the Merchant Banker had in its full-time employment at least two persons, designated as Key Managerial Personnel (KMP), who had adequate experience to conduct the business of Merchant Banker. (Confirmed/ Not Confirmed)

C Capital Adequacy and Liquid Net worth requirements:

1 It is certified that the Merchant Banker had maintained capital adequacy requirements specified in Regulation 7 and Liquid Net worth Requirements as specified in Regulation 7A of SEBI (Merchant Bankers) Regulations, 1992 at all times during the Half Year.

(Confirmed/ Not Confirmed) 2 Networth* in Rs. Crores of the Merchant Banker as on the end of Half Year (Based on Standalone financials) 3 Liquid Networth** in Rs. Crores of the Merchant Banker as on the end of Half Year (Based on Standalone financials) Page 37 of 1054 Certificate*** issued by a Chartered Accountant certifying that the net worth and liquid net worth of the Merchant Banker have been maintained as per the requirements prescribed under Regulation 7 and Regulation 7A of SEBI (Meerhcant Bankers) Regulations, 1992, at all times during the half year.

(* Networth as defined under Regulation 7 of SEBI (Merchant Bankers) Regulations, 1992) (** Liquid Networth as defined under Regulation 7A of SEBI (Merchant Bankers) Regulations, 1992) (***certifi cate is to be attached ) D Publishing of Investor Charter and Disclosure of complaints As per SEBI circulars * Merchant Bankers must disclose the following on their website -

(i) Investor Charter

(ii) Disclosure of investor complaints received and resolved in the prescribed format (for each category separately as well as collectively) latest by 7th of the succeeding month.

1 It is certified that the Merchant Banker has during the half year ended complied with requirements mentioned in the abovementioned circulars and continuous to comply (Confirmed/ Not Confirmed) 2 Link of Merchant Banker's website where the above

details are uploaded: * Refer SEBI Circular no SEBI/HO/DDHS/P/CIR/2021/613 dated April 13, 2022 ;

SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/0671 dated Nov 26, 2021 and SEBI/HO/CFD/DCR2/P/CIR/2021/0661 dated November 23, 2021.

E Conflict of Interest 1 It is certified that the Merchant Banker has avoided conflict of interest and made adequate disclosure of its interest. Further, the Merchant Banker has put in place a mechanism to resolve any conflict of interest situation that may arise in the conduct of its business or where any conflict of interest arises, has/ shall take reasonable steps to resolve the same in an equitable manner. (Confirmed / Not Confirmed) F Compliance with Fit and Proper Criteria in terms of Regulation 6A of SEBI (Merchant Bankers) Regulations, 1992, read with Schedule II of SEBI (Intermediaries) Regulations, 2008 It is certified that the Merchant Banker, Directors or Managing Partners, Compliance Officer, Principal Officer, Key Managerial Personnel and Promoters or Persons holding controlling interest or Persons exercising control over the Merchant Banker, directly or indirectly – 1 were Fit and Proper person as per Schedule II of SEBI (Intermediaries) Regulations, 2008 during the Half Year. (Confirmed / Not Confirmed) 2 has not at any time been convicted for any offence involving moral turpitude or has not been found guilty of any economic offence. (Confirmed / Not Confirmed) 3 In case of non-compliance or deficiency, please give details of the same.

4 Corrective actions / other actions taken by the merchant banker on the above issues Page 38 of 105G Details of deficiencies and non-compliances of the Merchant Banker during the Half Year 1 Details of deficiencies and non-compliances of the Merchant Banker during the Half Year (in terms of Regulation 28A of SEBI (Merchant Bankers) Regulations) 2 Details of SEBI Order / Deficiency Letter / Advisory Letter during the Half Year Sr. Date of Nature of Name of Department Whether Status as on No.** SEBI SEBI and Division who has necessary half year

Order / Order / Issued SEBI / Order submission has ended Letter Letter been submitted to concerned Department? If yes, please provide date of submission.

2.1.

2.2. ** Insert additional rows as required H 1. Other Certifications / Declarations / Undertaking Sr.No Details Description Confirmed/ . Not Confirmed

1.1. Due It is certified that, in respect of pre-issue and post-issue activities Diligenc of issue management including takeover, buyback , delisting of e equity shares and for certificate(s) / opinion(s) issued, if any, in relation to transactions of any nature which has association with the securities market, Merchant Banker has at all times complied with statutory obligations as prescribed by the relevant laws, exercised due diligence, ensured proper care, exercised independent professional judgment and maintained all relevant records and documents in relation thereto.

1.2. Track It is certified that, in accordance with SEBI Circular Record CIR/MIRSD/1/2012 dated January 10, 2012, the Merchant of Banker had updated its website in timely manner to disclose Public necessary details and track record of public issues managed by Issues the Merchant Banker.

Web link of 'Track Record of Public Issues'

1.3. Underwr Underwriting obligations of the Merchant Banker as at the end of iting the half year (in Rs. Crores) related obligati Certificate* issued by Chartered Accountant certifying that, ons during the half year, total underwriting obligations (total value is to be given) of the Merchant Banker under all the agreements did not exceeded the limit prescribed under Regulation 22B (2) of SEBI (Merchant Banker) Regulation, 1992.

Page 39 of 1051.4. Market It is certified that Merchant Banker complies with requirements of Making market making obligations as mentioned under Chapter IX of related SEBI (Issue of Capital and Disclosure Requirements) obligati Regulations, 2018.

ons * Certificate is to be attached

2. Other Details

2.1. Details of any fraudule nt activity pertaini ng to Merchan t Banking activity by the employe es associat ed with mercha nt banking activitie s and action taken by the Merchan t Banker during the Half Year.

2.2. Details Date (dd-mmm-yyyy) of Board Meeting to review of the the Half Yearly Report review The deficiencies and non compliances as observed of the in Table G above.

Half Corrective actions initiated Yearly Report Observations of the Board of Directors on Pre-issue by the and Post-issue due-diligence process followed, and Board of whether they were satisfied with the due diligence- Director process s Observations of the Board of Directors on Track Record of Public Issues managed Any other major/material observations of the Board of Directors w.r.t the merchant banking activities, w.r.t. process and protocols adopted by the Merchant Banker to undertake its merchant banking activities and to comply with the Regulatory Requirements, etc.

Page 40 of 1052.3. Complia Details of any other Merchant Banker registration nce with held within the same group (i.e., any other Regulati Merchant Banker directly or indirectly connected on 6.(c) with the Merchant Banker) of SEBI (Mercha Name and SEBI Registration Number of the Other nt Merchant Banker(s) within the group.

Bankers (if more than one such cases, please enter ) additional rows) Regulati ons, 1992

2.4. Details Sr No** Natur Date of Amount in Rs. of e of Payment (Inclusive of SEBI's Fees (dd-mmm- GST) fees last yyyy) paid 1 2 ** Insert additional rows as required.

Section IV – Declaration, Certification and Undertaking of the Compliance Officer 1 In respect of activities not regulated by SEBI, it is certified that Merchant Banker has complied with all the applicable conditions prescribed by SEBI.

2 It is certified that Merchant Banker has complied with all applicable Acts, Rules, Regulations, Circulars, Guidelines, etc. issued from time to time, except to the extent of the deficiencies and non- compliances specifically reported above in this Report.

3 It is certified that Merchant Banker has trustfully answered all the questions/sections above. Further, Merchant Banker certifies that all information submitted in this Report is complete and correct.

Name of the Compliance Officer PAN of the Compliance Officer Mobile Number of the Compliance Officer email-id of the Compliance Officer Signature of the Compliance Officer (to be digitally signed) Page 41 of 105ANNEXURE IV A. For Equity Issues

Name of the issue:

1. Type of issue (IPO/ FPO)

2. Issue size (Rs crore)

3. Grade of issue along with name of the rating agency

4. Subscription level (number of times). If the issue was undersubscribed, please clarify how the funds were arranged.

5. QIB holding (as a % of total outstanding capital) as disclosed to stock exchanges (See Regulation 31 of the SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 i. allotment in the issue ii. at the end of the 1st Quarter immediately after the listing of the issue iii. at the end of 1st FY iv. at the end of 2nd FY v. at the end of 3rd FY

6. Financials of the issuer (as per the annual financial results submitted to stock exchanges under Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 (Rs. in crores) Parameters 1st FY 2nd FY 3rd FY Income from operations Net Profit for the period Paid-up equity share capital Reserves excluding revaluation reserves

7. Trading status in the scrip of the issuer (whether frequently traded (as defined under Regulation 2 (j) of the SAST Regulations, 2011 or infrequently traded/ delisted/ suspended by any stock exchange, etc.) i. at the end of 1st FY ii. at the end of 2nd FY iii. at the end of 3rd FY

8. Change, if any, in directors of issuer from the disclosures in the offer document (See Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015) i. at the end of 1st FY ii. at the end of 2nd FY iii. at the end of 3rd FY

9. Status of implementation of project/ commencement of commercial production (as submitted to stock exchanges under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015) i. as disclosed in the offer document Page 42 of 105ii. Actual implementation iii. Reasons for delay in implementation, if any

10. Status of utilization of issue proceeds (as submitted to stock exchanges under Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 i. as disclosed in the offer document ii. Actual utilization iii. Reasons for deviation, if any

11. Comments of monitoring agency, if applicable (See Regulation 41 & 137 of ICDR Regulations, 2018 read with Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 i. Comments on use of funds ii. Comments on deviation, if any, in the use of proceeds of the issue from the objects stated in the offer document iii. Any other reservations expressed by the monitoring agency about the end use of funds (To be submitted till the time the issue proceeds have been fully utilized)

12. Price- related data Issue price (Rs):

Price At At close of At close of As at the end of 1st FY As at the end of 2nd FY As at the end of 3rd FY parameters close 30th 90th after the listing of the issue after the listing of the after the listing of the of calendar calendar day issue issue listing day from from listing day listing day day Closing High Low Closing High Low Closing High Low price (during (during price (during (during price (during (during the the FY) the the the FY) the FY) FY) FY) FY) Market Price Index (of the Designated Stock Exchange):

Sectoral Index Page 43 of 105(mention the index that has been considered and reasons for considering the same)

13. Basis for Issue Price and Comparison with Peer Group & Industry Average (Source of accounting ratios of peer group and industry average may be indicated; source of the accounting ratios may generally be the same, however in case of different sources, reasons for the same may be indicated) As disclosed in the offer document (See

(9)(K) Schedule VI of SEBI (Issue of At the end of At the end of 2nd At the end Accounting ratio Name of company Capital and 1st FY FY of 3rd FY Disclosure Requirements) Regulations, 2018)

Issuer:

EPS Peer Group:

Industry Avg:

Issuer:

P/E Peer Group:

Industry Avg:

Issuer:

RoNW Peer Group:

Industry Avg:

NAV per share based on Issuer: balance sheet

Peer Group:

Page 44 of 105Industry Avg:

14. Any other material information

Note: (i) Merchant Banker can give its comments on any of the above sections

(ii) Merchant Banker may obtain information/ clarification from the issuer or stock exchange, wherever felt necessary

(iii) In case any of the above reporting dates happens to be a holiday, the immediately following working day may be taken Page 45 of 105B. For Debt Issues

Name of the issue:

1. Type of issue

2. Issue size (Rs crore)

3. Rating of instrument along with name of the rating agency i. as disclosed in the offer document ii. at the end of 1st FY iii. at the end of 2nd FY iv. at the end of 3rd FY

4. Whether the secured debt securities are secured by hundred percent security cover or higher security cover as per the terms of the offer document or Debenture Trust Deed. (See Regulation 23 (5) of SEBI (Issue and Listing of Non- Convertible Securities) Regulations, 2021.

5. Subscription level (number of times). If the issue was undersubscribed, please clarify how the funds were arranged.

6. Financials of the issuer (as per the annual financial results submitted to stock exchanges under Regulation 52 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 (Rs. in crores) Parameters 1st FY 2nd FY 3rd FY Income from operations Net Profit for the period Paid-up equity share capital Reserves excluding revaluation reserves

7. Status of the debt securities (whether traded, delisted, suspended by any stock exchange, etc.) i. at the end of 1st FY ii. at the end of 2nd FY iii. at the end of 3rd FY

8. Change, if any, in directors of issuer from the disclosures in the offer document i. at the end of 1st FY ii. at the end of 2nd FY iii. at the end of 3rd FY

9. Status of utilization of issue proceeds (as submitted to stock exchanges under under Regulation 52 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 Page 46 of 105i. as disclosed in the offer document ii. Actual utilization iii. Reasons for deviation, if any

10. Delay or default in payment of interest/ principal amount i. Disclosures in the offer document on terms of issue ii. Delay in payment from the due date iii. Reasons for delay/ non-payment, if any

11. Any other material information

Note: i. Merchant Banker can give its comments on any of the above sections ii. Merchant Banker may obtain information/ clarification from the issuer or stock exchange, wherever felt necessary iii. In case any of the above reporting dates happens to be a holiday, the immediately following working day may be taken Page 47 of 105ANNEXURE V INVESTOR CHARTER-IPOs & FPOs (including OFS)

VISION STATEMENT:

To continuously earn trust of investors and emerge as solution provider with integrity.

MISSION STATEMENT:

1. Act in investors’ best interests by understanding needs and developing solutions.

2. Enhance and customise value generating capabilities and services.

3. Disseminate complete information to investors to enable informed investment decision.

DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY IPOs & FPOs – Act as a Merchant Banker to the Issuer / Selling Shareholder DETAILS OF SERVICES PROVIDED TO INVESTORS

1. Upload Draft Red Herring Prospectus (DRHP) on SEBI / Stock Exchanges / Lead Managers Website for public comments and also upload RHP/Prospectus.

2. Publish public announcement within two days of filing the draft offer document with SEBI

3. Disclose price performance summary of preceding past 10 public issues handled by lead managers in draft offer document

4. Disclose on lead managers’ website the track record of the performance of the public issues managed by them

5. Publish details of anchor investor allocation on the website of stock exchanges before the issue opens

6. Keep Issue Open for 3 working days (extendable up to maximum 10 working days)

7. Ensure material contracts and documents are available for inspection as per details in Offer Document

8. Publish price band advertisement in newspaper at least two working days before opening of the issue

9. Ensure pre-filled application forms are available on the websites of the stock exchange(s)

10. Ensure listing and commencement of trading within six working days of the offer Page 48 of 105closing date

11. Publish details of subscription, basis of allotment, date of credit of specified securities and date of filing of listing application, etc. in newspapers within ten days from the date of completion of each activity.

TIMELINES Timeline for Sr.

Activity which activity Information where available No. takes place 1 Filing of draft offer document 0 Websites of SEBI, Stock by company for public Exchanges, Lead Managers comments 2 Public Announcement Within 2 days of Newspaper - English, filing DoD with regional, Hindi SEBI 3 Details of anchor investors 1 day before issue Stock Exchanges website allocation opening date 4 Issue opening date 3 working days Stock Exchanges website after filing RHP with RoC 5 Availability of application Till issue closure Stock Exchanges website forms date 6 Availability of material Till issue closure Address given in Offer documents for inspection by date Document investors 7 Availability of General Till issue closure LM website and stock Information Document date exchange website 8 Price Band Advertisement 2 working days Newspaper advertisement prior to issue opening date 9 Total demand in the issue Issue closure date Stock exchanges website on hourly basis 10 Commencement of trading within 6 working Newspaper advertisement days 11 Delay in unblocking ASBA More than 4 Compensation to investor Accounts working days @Rs. 100/day by intermediary causing delay 12 Advertisement on subscription Within 10 days Newspaper advertisement and basis of allotment 13 Allotment status and allotment Completion of By email / post advice basis of allotment RIGHTS OF INVESTORS

1. Investors can request for a copy of the offer document and / or application form from the Page 49 of 105issuer/ Lead Manager(s)

2. Retail investors are allowed to cancel their bids before issue closing date

3. In case of delay in unblocking of amounts blocked through the UPI Mechanism exceeding four working days from the offer closing date, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking

4. Investors will get SMS w.r.t. allotment status and allotment advice will be sent in through email / physical to successful allottees

5. If allotted shares, all Rights as a Shareholder (as per Offer Document) DOS AND DON’TS FOR THE INVESTORS Dos

1. Check eligibility to invest in the RHP and under applicable law, rules, regulations, guidelines and approvals

2. Submit bids only thru ASBA (other than Anchor Investors)

3. Read all instructions carefully in the Bid cum Application Form

4. Ensure that Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre within the prescribed time

5. Ensure you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB

6. Ensure that name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant Don’ts

1. Do not Bid for lower than the minimum Bid size

2. Do not submit the Bid for an amount more than funds available in your ASBA account

3. If you are a Retail bidder and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID

4. Do not submit a Bid/revise a Bid with a price less than the Floor Price or higher than the Cap Price Page 50 of 105INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com;

www.bseindia.com) Registrar to Issue/Offer  Merchant Banker (Mainly for bidding/ post (for email ID refer to Offer issue/ allotment related Documents) grievances) Scores (for email ID refer to Offer (https:/scores.gov.in) Document) Scores (https:/scores.gov.in ) SCSBs Sponsor Bank (Blocking/ Unblocking related (UPI Bid related grievances) grievances) (for email ID refer to Offer Document) Page 51 of 105TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN IPOs /FPOs) Sr. Activity No. of No calendar days 1 Investor grievance received by the lead manager T 2 Manager to the offer to identify the concerned intermediary and it T+1 shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself 3 The concerned intermediary/ies to respond to the lead manager X with an acceptable reply / proof of resolution 5 Lead manager, the concerned intermediary/ies and the investor Between T shall exchange between themselves additional information related and X to the grievance, wherever required 4 LM to reply to the investor with the reply / proof of resolution X+3 5 Best efforts will be undertaken by lead manager to resolve the grievance within T+30 Nature of investor grievance for which the aforesaid timeline is applicable

1. Delay in unblocking of funds

2. Non allotment / partial allotment of securities

3. Non receipt of securities in demat account

4. Amount blocked but application not bid

5. Application bid but amount not blocked

6. Any other nature as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above

1. Letter from the investor addressed to the lead manager at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

2. E-mail from the investor addressed to the lead manager at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

3. On SEBI Complaints Redress System (SCORES) platform.

Page 52 of 105Nature of enquiries for which the lead manager shall respond to / escalated promptly

1. Availability of application form

2. Availability of offer document

3. Process for participating in the issue / mode of payments

4. List of SCSBs / syndicate members

5. Date of issue opening / closing / allotment / listing

6. Technical setbacks in net-banking services provided by SCSBs / UPI mechanism

7. Any other query of similar nature RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS)

1. Read and understand the terms of offer documents, application form, and issue related literature carefully and fully before investing.

2. Consult own tax consultant with respect to the specific tax implications

3. Provide full and accurate information in the application form as maybe required while making an application and keep records of the same.

4. Ensure active demat/ broking account before investing.

5. Ensure correctness of all Demographic Details Bidder’s address, name of the Bidder’s father or husband, investor status, occupation, bank account details, PAN and UPI ID

6. Provide full and accurate details when making investor grievances to merchant bankers.

7. After the company is listed Investor to keep abreast of material developments and corporate actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc.

Page 53 of 105INVESTOR CHARTER- RIGHTS ISSUE

VISION STATEMENT:

To continuously earn trust of investors and emerge as solution provider with integrity.

MISSION STATEMENT:

1. Act in investors’ best interests by understanding needs and developing solutions.

2. Enhance and customize value generating capabilities and services.

3. Disseminate complete information to investors to enable informed investment decision.

DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY:

Act as Lead Manager to Rights Issue by a Listed Company

SERVICES PROVIDED TO INVESTORS: ● Letter of Offer and other Rights Issue materials: should contain all material disclosures. ● Upload Draft LoF on website of the Lead Managers. ● Make a public announcement, within 2 days of filing of the DLoF with SEBI, and invite comments from ● Make available the Abridged Letter of Offer (“ALoF”), application form and Rights Entitlement Letter.

● Make material contracts and documents available for inspection at the time and place mentioned in the LoF ● Record Date, Rights Issue Price, Rights Entitlement (“RE”) ratio, Issue Period: ● Announce the record date to determine eligible shareholders SEBI (LODR) Regulations.

● Record date, price, RE ratio, renunciation period, Rights Issue period in the LoF, ALoF etc. ● A link to the SEBI website that includes the list of SCSBs registered with SEBI, which offer the facility of ASBA to be given in LoF.

● Availability of LoF and other issue materials: ● ALoF, along with application form, sent to all the existing shareholders at least 3 days before the date of opening of the Rights Issue. ● Copy of the LoF also hosted on the website of issuer, SEBI, Stock Exchanges and Lead Managers. Existing shareholders can get a copy of the LoF from the issuer/ Lead Manager(s).

● Pre-Issue Advertisement, published at-least 2 days before Rights Issue opens. ● Application Procedure: Applications in a Rights Issue can only be made through Applications Supported by Blocked Amount (“ASBA”) through Self Certified Syndicate Banks (“SCSBs”) in the following manner:

● Physical ASBA – Application form to be printed, filled-in and submitted to the designated branches of the SCSBs. ● Online ASBA – Online/ electronic application to be made through using the website of the SCSBs.

o Plain Paper Applications: Shareholders who have neither received the application form nor are in a position to obtain a duplicate application form can make an application through plain paper as per details provided by such shareholders are Page 54 of 105disclosed in the LoF. Shareholders should note that applicants applying on plain paper cannot renounce their rights. Further, if application is made on plain paper and application form, both are liable to be rejected.

● SEBI may also prescribe any other application methods for a Rights Issue and the same will be suitably disclosed in the LoF. ● Credit of electronic REs: ● A separate ISIN is created for REs and remains frozen till the issue opening date.

● REs credited to the demat account of the shareholders as on the record date, before the issue opening date. ● REs credited to suspense escrow account in cases where such as shares held in physical form, shares under litigation, frozen demat account, details of demat account not available, etc.

● How can investors check their REs? ● Rights entitlement letter is sent to the shareholders and also available on the website of the Registrar. ● Receipt of credit message from NSDL/ CDSL. ● Demat statement from depository participant showing credit of REs.

● Options available to shareholders relating to REs: ● Apply to full extent of REs or for a part of the RE (without renouncing the other part) ● Apply for a part of RE and renounce the other part of the RE ● Apply for full extent of RE and apply for additional rights securities ● Renounce the RE in full ● Trading in Electronic REs: Investors can trade REs in electronic form during the

renunciation period in the following manner: ● On Market Renunciation: o Buy/ sell on the floor of the stock exchanges through a stock broker with T+2 rolling settlement. o Closes 4 working days prior to the closure of the Issue.

● Off Market Renunciation: o Buy/ sell using delivery instruction slips. o To be completed in such a manner that the REs are credited to the demat account of the renouncees on or prior to the Rights Issue closing date.

● Allotment procedure, Credit of Securities and Unblocking: ● The allotment is made by the issuer as per the disclosures made in the LoF. ● Securities are allotted and/ or application monies are refunded or unblocked within such period as may be specified by SEBI and disclosed in the LoF.

● Allotment, credit of dematerialized securities, refunding or unblocking of application monies, as may be applicable, are done electronically. ● A post-issue advertisement with prescribed disclosures including details relating to subscription, basis of allotment, value and percentage of successful allottees, date of completion of instructions to SCSBs by the Registrar, date of credit of securities, and date of filing of listing application, etc. is released within 10 days from the date of completion of the various activities.

Page 55 of 105● Investors should also note: ● REs which are neither renounced nor subscribed, on or before the issue closing date will lapse and shall be extinguished after the Issue Closing Date. ● Investors who purchase REs from the secondary market must ensure that they make an application and block/ pay the Rights Issue price amount.

● No withdrawal of application is permitted after the issue closing date. ● All allotments of securities shall be made in the dematerialised form only. ● Physical shareholders are required to provide their demat account details to the Issuer/ Registrar to the Issue for credit of REs not later than 2 working days prior to issue closing date, such that credit of REs in their demat account takes place at least one day before issue closing date TIMELINES - RIGHTS ISSUES Sr. Timeline for which Information where available/ No. Activity activity takes place Remarks 1 Filing of DLoF by DLoF made public for at- Websites of SEBI, Stock Issuer for public least 21 days from the Exchanges, Lead Managers comments (if not a fast date of filing the DLoF track Rights Issue) 2 Public Announcement Within 2 days of filing of Newspaper - english, hindi, w.r.t. DLoF filing and the DLoF with SEBI regional (at the place where the inviting the public to registered office of the Issuer is provide comments in situated) respect of the disclosures made in DLoF 3 Record Date Advance notice of at-least Websites of Stock Exchanges;

3 working days (excluding Record Date also disclosed in the date of intimation and LoF, ALoF, Application Form, the Record Date) Pre-Issue Advertisement 4 Dispatch of ALoF along Must be completed at- Dispatched through registered with Application Form least 3 days before the post or speed post or by courier and RE Letter date of opening of the service or by electronic issue transmission 5 Pre-Issue At-least 2 days before the Newspaper Advertisement Advertisement date of opening of the (english, hindi, regional) with issue information such details of date of completion of dispatch of ALoF and Application Form;

obtaining duplicate Application Forms, (c) application procedure etc.

6 Availability of electronic Before issue opening Websites of Stock Exchanges, copy Application Form Registrar to Issue and SCSBs and ALoF Page 56 of 1057 Availability of LoF Typically uploaded on the Website of Issuer, SEBI, Stock same day as filing with the Exchanges and Lead Managers.

Stock Exchanges Existing shareholders can also request for copy of the LoF and the same shall be provided by the issuer/ Lead Manager(s) 8 Rights Entitlement - RE Information available in RE Information Letter sent to shareholders, available on Registrar's website, credit message from NSDL/ CDSL when electronic REs are credited and demat statement from depository.

9 Credit of Rights Before the issue opening Credit message from NSDL/ Entitlement to the date CDSL (e-mail/ SMS); Demat demat account of the statement from depository shareholders as on participant showing credit of Record Date REs; Last date for credit of REs mentioned in LoF.

10 Issue opening date Difference of at-least 3 Stock Exchange website; days between dispatch of Disclosure made in LoF, ALoF, the ALoF along with Application Form, Pre-Issue Application Form and Advertisement issue opening date + at- least 2 days between issue of Pre-Issue Advertisement and issue opening date 11 On Market 4 working days prior to Information on the procedure for Renunciation issue closing date On Market Renunciation disclosed in LoF; Last date for On Market Renunciation disclosed in LoF, Application Form along with ALoF, Pre- Issue Advertisement 12 Off Market REs must be credited to Information on the procedure for Renunciation the demat account of the Off Market Renunciation renouncees on or prior to disclosed in LoF; Disclosure that the issue closing date REs must be credited to the demat account of the renouncees on or prior to the issue closing date in LoF 13 Physical shareholders 2 days prior to issue Disclosure made in LoF (if any) can provide closing date their demat account details to Issuer/ Registrar Page 57 of 10514 Credit of REs of demat 1 day prior to issue closing Disclosure made in LoF;

accounts of Physical date Intimation of credit by e-mail/ Shareholders, as SMS

provided by them to the Issuer/ Registrar 15 Withdrawal/ Issue closing date Disclosure made in LoF Cancellation of bids 16 Issue closing date Rights Issue kept open for Stock Exchange website; a minimum period of 15 Disclosure made in LoF, ALoF, days and maximum period Application Form, Pre-Issue of 30 days Advertisement 17 Credit of securities, Within 15 days from issue Credit confirmation by e-mail/ allotment status and closing date SMS from depository; Allotment allotment advice advice through electronic/ physical intimations 18 Lapsed REs are On completion of REs which are neither extinguished and ISIN allotment, the ISIN for REs renounced nor subscribed by for REs is permanently is deactivated in the shareholders, shall lapse after deactivated depository system by the closure of the Issue. Issuer shall depositories ensure that lapsed REs are extinguished from depository system once securities are allotted pursuant to the Issue.

Once allotment is done, the ISIN for REs shall be permanently deactivated in the depository system by the depositories.

19 Unblocking ASBA Within 15 days from issue In case of any delay in giving Accounts/ refunds closing date the instructions, the Issuer shall undertake to pay interest at the rate of 15% per annum to the shareholders within such time as disclosed in the LoF 20 Commencement of Typically the working day Notices posted on websites of trading after the date of credit of Stock Exchanges securities to the allottees 21 Post issue Within 10 days from the Newspaper - english, hindi, advertisement on date of completion of the regional (at the place where the subscription and basis various activities registered office of the Issuer is of allotment situated) RIGHTS OF INVESTORS ● Receive transferable and transmittable rights shares that rank pari passu in all respects with the existing shares of the Issuer Company.

● Receive ALoF with Application Form prior to Issue Opening Date. ● Receive REs in dematerialized form prior to Issue Opening Date. ● Receive allotment advice and letters intimating unblocking of ASBA account or refund (if any).

Page 58 of 105● Existing shareholder has the right to request for a copy of LoF and the same shall be

provided by the Issuer/ Lead Manager. ● All such rights as may be available to a shareholder of a listed public company under the Companies Act, the Memorandum of Association and the Articles of Association.

DO’s and DON’Ts FOR INVESTORS DO’s: ● Carefully read through and fully understand the LoF, ALoF, Application Form, rights entitlement letters, application procedure and other issue related documents, and abide by the terms and conditions.

● Ensure accurate updation of demographic details with depositories - including the address, name, investor status, bank account details, PAN, e-mails addresses, contact details etc. ● Have/ open an ASBA enabled bank account with an SCSB, prior to making the Application.

● Ensure demat/ broking account is active. ● Provide necessary details, including details of the ASBA Account, authorization to the SCSB to block an amount equal to the Application Money in the ASBA Account mentioned in the Application Form, and also provide signature of the ASBA Account holder (if the ASBA Account holder is different from the Investor).

● All Investors including Renouncees, must mandatorily invest in the Issue through the ASBA process only and/ or any other mechanism as prescribed by SEBI and disclosed in the LoF/ ALoF. ● In case of non-receipt of Application Form, request for duplicate Application Form or make an application on plain paper.

● Submit Application Form with the designated branch of the SCSBs before the Issue Closing Date with correct details of bank account and depository participant ● Ensure that sufficient funds are available in the ASBA account before submitting the same to the respective branch of SCSB.

● Ensure an acknowledgement is received from the designated branch of SCSB for submission of the Application Form in physical form. ● All Investors should mention their PAN number in the Application Form, except for Applications submitted on behalf of the Central and the State Governments, residents of Sikkim and the officials appointed by the Courts.

● Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. ● Trading of REs should be completed in such a manner that they are credited to the demat account of the renouncees on or prior to the Rights Issue closing date.

● Investors who purchase REs from the secondary market must ensure that they make an application and block/ pay the Rights Issue price amount. ● All communication in connection with application for the rights shares, including any change in address of the Investors should be addressed to the Registrar prior to the date of allotment quoting the name of the first/ sole Investor, folio numbers/ DP Id and Client Id.

Further, change in address should also be intimated to the respective depository participant. ● In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the sequence in which they Page 59 of 105appear in the Application Form.

● Investors holding Equity Shares in physical form, who have not provided the details of their demat account to the Issuer Company or the RTA, are required to provide such details to the RTA, no later than two working days prior to the Issue Closing Date to enable the credit of their REs by way of transfer from the suspense Demat escrow account to their respective Demat accounts, at least one day before the Issue Closing Date.

● Investors may withdraw their Application at any time during Issue Period by approaching the SCSB where application was submitted. ● Sign and/ or submit all such documents and do all such acts that are necessary for allotment of Rights shares in the Issue.

● Provide accurate information and investor details while filing for investor complaints/ grievances.

DON’Ts ● Investors should not apply on plain paper after submitting CAF to a designated branch of the SCSB. ● Investor should not pay the application money in cash, by cheque, demand draft, money

order, pay order or postal order. ● Physical Application Forms should not be sent to the Lead Manager/ Registrar/ to a branch of the SCSB which is not a designated branch; instead those are to be submitted only with a designated branch of the SCSB.

● GIR number should not be provided instead of PAN as the application is liable to be rejected. ● Do not apply with an ASBA account that has been used for five or more Applications. ● Do not instruct the SCSBs to release the funds blocked under the ASBA process.

● Investors cannot withdraw their Application post the Issue Closing Date.

Page 60 of 105INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com;

www.bseindia.com) Registrar to Issue/Offer  Merchant Banker (Mainly for REs/ (for email ID refer to Offer Renunciation / bidding/ post Documents) issue/ allotment related  Scores grievances) (https:/scores.gov.in) (for email ID refer to Offer Document) SCSBs (Blocking/ Unblocking related grievances) Page 61 of 105TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES- RIGHTS ISSUES Sr. Activity No. of calendar No days 1 Investor grievance received by the lead manager T 2 Lead Manager to the offer to identify the concerned T+1 intermediary and it shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day istelf 3 The concerned intermediary/ies to respond to the lead X manager with an acceptable reply 4 Investor may escalate the pending grievance, if any, to a T+21 senior officer of the lead manager of rank of Vice President or above 5 Lead manager, the concerned intermediary/ies and the Between T and X investor shall exchange between themselves additional information related to the grievance, wherever required 6 LM to respond to the investor with the reply Upto X+3 7 Best efforts will be undertaken by lead manager to respond to the grievance within T+30 Nature of investor grievance for which the aforesaid timeline is applicable

1. Delay in unblocking of funds

2. Non allotment/ partial allotment of securities

3. Non receipt of securities in demat account

4. Amount blocked but application not made

5. Application made but amount not blocked

6. Any other grievance as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above

1. Letter from the investor addressed to the lead manager at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

2. E-mail from the investor addressed to the lead manager at its e-mail address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

3. On SEBI Complaints Redress System (SCORES) platform.

Nature of enquiries for which the Lead manager shall endeavour to resolve such enquiries/ queries promptly during the issue period.

Page 62 of 1051. Availability of application form, ALoF

2. Availability of offer document

3. Credit and trading in Res; Options available to shareholders relating to REs

4. Process for participating in the issue/ mode of payments

5. List of SCSBs

6. Record Date, Rights Issue Price, RE ratio, Issue Period, date of allotment, date of listing

7. Technical setbacks in services provided by SCSBs/ other payment mechanisms

8. Any other query of similar nature RESPONSIBILITIES OF INVESTORS ● Read the LoF, ALoF, application form, rights entitlement letters and other issue related literature carefully and fully before investing, including the risk factors section.

● Fully understand the terms of investment and timelines involved in the issue process as disclosed in the LoF, ALoF, application form, and issue related literature. ● Consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue.

● Provide full and accurate information in the application form as maybe required while making an application and when making investor grievances; Also keep records of the same. ● Ensure active demat/ broking account before investing.

● Shareholders should ensure to register E-mail Id with the Company or Depository for timely updates on Corporate actions. ● Keep abreast of material developments relating to the company inter alia by checking the company’s website or the websites of the Stock Exchanges including for corporate actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc.

INVESTOR CHARTER-QUALIFIED INSTITUIONS PLACEMENT (QIPs)

VISION STATEMENT:

To continuously earn trust of investors and emerge as solution provider with integrity.

MISSION STATEMENT:

1. Act in investors’ best interests by understanding needs and developing solutions.

2. Enhance and customise value generating capabilities and services.

3. Disseminate complete information to investors to enable informed investment decision.

DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY:

Act as Lead Manager to QIP

SERVICES PROVIDED TO INVESTORS:

(1) Select QIBs receive Offer Documents (PPD/ PD): Preliminary Placement Document (“PPD”) and Placement Document (“PD”) contain material information required under applicable laws. The PPD and PD are serially numbered and copies the same are circulated only to select QIBs. PPD and PD placed on websites of the relevant Stock Exchange(s) and of the issuer.

Page 63 of 105(2) Key terms of the QIP included in the PPD which is sent to select QIBs on issue opening date, include the following: ● the relevant date (typically the date when the issuer’s board of directors or committee of directors duly authorised by the board of directors decides to open the QIP) ● the floor price (determined in terms of the ICDR Regulations)

(3) QIP Closing Date: QIBs participating in the QIP should look out for the outcome of the meeting of the board of directors of the issuer or a committee of directors, notifying the date of closure of the QIP and the final QIP price. In this regard, a minimum notice period of at- least 2 working days (excluding the date of notice and the date of meeting) is required to be

provided by the issuer under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations.

(4) Application Process: QIBs submit the filled-in application forms to the lead managers along with credit of their subscription monies (which is kept in a separate bank account), on or prior to the close of the QIP.

(5) Allotment: QIBs should take note of the following regarding allotment pursuant to QIP: ● QIP issue size <= Rs.250 crores; minimum 2 allottees. ● QIP issue size > Rs.250 crores; minimum 5 allottees.

● Minimum 10% to be allotted to mutual funds. However, any unsubscribed portion may be allotted to other QIBs. ● No allotment, either directly or indirectly, to any QIB who is a promoter or any person related to the promoters of the issuer.

● No individual allottee is allowed to have more than 50% of the total amount issued. ● QIB under the same group/ under same control is considered as single allottee. ● On approval of the allotment by the board of directors of the issuer/ committee of directors, QIBs which have received allotment in the QIP receive a serially numbered PD (including the final QIP price, issue period details etc.) and confirmation of allotment note (CAN). Thereafter, the credit of shares to successful allottees takes place.

(6) Disclosure of list of investors in the PD and Stock Exchange websites: ● Names of the allottees and the percentage of their post-issue shareholding is disclosed in the PD. ● The names of the allottees are also be mentioned in PAS-3 (ROC form for allotment to be filed by the Company).

● In case, any QIB belonging to the same group/ under same control is allotted more than 5% of the equity shares, their names along with the number of equity shares allotted are disclosed on the websites of the stock exchanges

(7) Restrictions on Transferability: QIBs should note that specified securities issued under a QIP are subject to lock-in for 1 year, unless sold on the floor of stock exchange.

Page 64 of 105TIMELINES - QIPs Sr. Timeline for which Information where available/ No. Activity activity takes place Remarks 1 Issue opening date Typically the same day Websites of Stock Exchanges; when Issuer's Board/ Also disclosed in the PPD, PD Committee decides to open the issue 2 Availability of PPD Typically available on the BRLMs circulate serially numbered same day as when the copies of the PPD to select QIB Issuer's Board/ investors; Copies of PPD also Committee decides to available in the websites of Stock open the issue Exchanges and Issuer 3 Availability of details Part of PPD, PD, Details available in PPD, PD, of Lead Managers, Application Form Application Form Escrow Bank 4 Availability of the Part of PPD, PD Floor Price typically disclosed in Floor Price, key terms the outcome to the Board/ of the issue etc. Committee meeting. Floor Price, key terms etc. disclosed in the PPD, PD 5 Availability of No later than issue BRLMs circulate application forms application forms closing to select investors; Sample application form is sometimes also available in the PPD 6 Submission of filled-in No later than issue Application forms submitted by application forms and closing QIB investors to BRLMs;

subscription monies Subscription monies credited to a separate bank account, as per details provided to the QIB investors 7 Outcome of Issuer's Post completion of the Websites of Stock Exchanges; QIP Board or Committee Board/ Committee price also disclosed in the PD and meeting to decide meeting CAN final QIP price;

Availability of final QIP price 8 Issue closing date Typically the same date Websites of Stock Exchanges; as the Issuer's Board or Also disclosed in the PD Committee meeting to decide final QIP price 9 Confirmation of Typically on the same BRLMs to circulate serially Allocation Note (CAN) day as the issue closing numbered CANs and PDs to and serially numbered or the next day successful applicants; CAN PD sent to successful includes details of securities allottees allocated to each QIB applicant, issue price and bid amount, probable date of credit of securities to the applicant’s demat account Page 65 of 10510 Availability of PD Typically on the same BRLMs circulate serially numbered day as the issue closing copies of the PD to QIB applicants or the next day which have received allocation;

Copies of PD also available in the websites of Stock Exchanges and Issuer 11 List of allottees Part of PD Included in PD and Form PAS-3 (ROC form for allotment to be filed by the Issuer) 12 Board/ Committee Typically the same day Outcome of meeting uploaded on meeting to approve as circulation of CANs websites of Stock Exchanges allotment and PD to successful allottees 13 List of allottees Typically given together Websites of the Stock Exchanges allotted more than 5% with the outcome of of the securities Board/ Committee offered meeting for allotment 14 Credit of securities to Corporate action by Confirmation of credit to allottees demat accounts of Issuer on the same day through e-mail/ SMS by DP allottees as approval of allotment or next working day 15 Commencement of Typically, application to Notices posted on websites of trading the Stock Exchanges is Stock Exchanges made at the same time as the corporate action for credit of securities RIGHTS OF INVESTORS

1. Receive transferable and transmittable equity shares that rank pari passu in all respects with the existing equity shares of the Issuer Company.

2. Receive PPD, PD, application form, CAN from the Issuer Company/ Lead Managers.

3. Response to investor queries.

4. All such rights as may be available to a shareholder of a listed public company under the Companies Act, the Memorandum of Association and the Articles of Association.

DO’s and DON’Ts FOR INVESTORS DO’s:

1. Carefully read through and fully understand the PD, PD, application form, CAN and other issue related documents, and abide by the terms and conditions.

2. Ensure accurate updation of demographic details with depositories - including the address, name, investor status, bank account details, PAN, e-mails addresses, contact details etc.

3. Ensure active demat/ broking account before investing, as securities will be allotted in dematerialized form.

4. Ensure valid QIB registration.

5. Provide full and accurate information in duly filled-in application form.

6. Review Stock Exchange website for the outcome of the meeting of the board/ committee of directors of the Issuer, notifying the date of closure of QIP, the final QIP price etc.

Page 66 of 1057. Submit duly filled-in application forms to Lead Managers along with credit of the subscription monies, which is kept in a separate bank account on or prior to the close of QIP.

8. Provide accurate information and investor details while making any query.

DON’Ts

1. Investors should not sell securities allotted in a QIP during the lock-in period, except on the floor of the Stock Exchanges.

2. Investors should not trade in the securities allotted in a QIP, prior to the receipt of final listing and trading approvals from Stock Exchanges.

3. Investors should not participate in the Issue, if the Investor is not an eligible QIB as defined under Regulation 2(1)(ss) of the ICDR Regulations.

4. Investors should not forward, circulate or distribute the application form, PPD, PD and CAN or any accompanying issue related documents sent to them to any third party.

5. Investors cannot withdraw, modify, cancel or revise their application downwards after the Issue Closing Date.

INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com)  Merchant Banker (for email ID refer to Offer Documents)  Scores (https:/scores.gov.in) Scores (https:/scores.gov.in) Page 67 of 105TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN QIPs Sr. No Activity No. of calendar days 1 Investor grievance received by the lead manager T 2 Lead manager to identify the concerned person T+1 (company/ intermediary) and it shall be endeavoured to forward the grievance to the said person on T day istelf 3 The company/ concerned intermediary to respond to the X lead manager with an acceptable reply 4 Investor may escalate the pending grievance, if any, to T+21 a senior officer of the lead manager of rank of Vice President or above 5 Lead manager, the company/ concerned Between T and X intermediary/ies and the investor shall exchange between themselves additional information related to the grievance, wherever required 6 LM to respond to the investor with the reply Upto X+3 7 Best efforts will be undertaken by lead manager to respond to the grievance within T+30 Nature of investor grievance for which the aforesaid timeline is applicable

1. Delay in refunds, if any

2. Non-allocation/ allotment of securities after receipt of CAN/ payment of application amount

3. Non receipt of securities in demat account

4. Any other grievance as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above

1. Letter from the investor addressed to the lead manager at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

2. E-mail from the investor addressed to the lead manager at its e-mail address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

3. On SEBI Complaints Redress System (SCORES) platform.

Nature of enquiries for which the Lead manager shall endeavour to resolve such enquiries/ queries promptly during the issue period.

1. Process for applying in the QIP and making payments

2. Terms of the QIP, allotment methodology, Issue Period, date of allotment, date of listing

3. Non-receipt of CANs

4. Any other query of similar nature Page 68 of 105RESPONSIBILITIES OF INVESTORS

1. Read the PPD, PD, application form and other issue related literature carefully and fully before investing.

2. Fully understand the terms of investment and timelines involved in the issue process as disclosed in the PPD, PD, application form, and issue related literature.

3. Consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue.

4. Provide full and accurate information in the application form as maybe required while making an application and when making investor grievances; Also keep records of the same.

5. Ensure active demat/ broking account before investing.

6. Applications using third party bank accounts are liable for rejection.

7. Shareholders should ensure to register E-mail Id with the Company or Depository for timely updates on Corporate actions like dividend, Buyback, takeover etc.

8. Keep themselves informed of material developments relating to the company inter alia by checking the company’s website or the websites of the Stock Exchanges including for corporate actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc.

INVESTOR CHARTER – PREFENTIAL ISSUE

VISION STATEMENT:

To continuously earn trust of investors and emerge as solution provider with integrity.

MISSION STATEMENT:

1. Act in investors’ best interests by understanding needs and developing solutions.

2. Enhance and customise value generating capabilities and services.

3. Disseminate complete information to investors to enable informed investment decision.

DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as merchant banker/advisor for the transaction SERVICES PROVIDED FOR INVESTORS

1. Issuers disclose all matters w.r.t. objects of issue, maximum number of securities etc as stipulated in SEBI Regulations in the explanatory statement attached notice to shareholder

2. Price of the equity shares to be determined as per SEBI Regulations.

3. Information w.r.t. lock-in provisions, considerations payable at the time of allotment, tenor of convertible securities disclosed in the Explanatory Statement

4. Allotment pursuant to the special resolution shall be completed within a period of fifteen days from the date of passing of shareholders resolution.

TIMELINES Sr. Activity Timeline for which Information where available No. activity takes place Page 69 of 1051 Outcome of the board 30 mins from Website of Company, Stock meeting completion of board Exchanges meeting 2 Advertisement to be made in 21 days before EGM Newspapers, website of the principal vernacular Company and Stock Exchanges language of the district in which the registered office of the company is situated and having a wide circulation in that district and at least once in English language in an English newspaper, having country-wide circulation 3 Relevant Date for 30 days prior to the Notice of EGM sent to determining preferential issue date of shareholder shareholder and available of price approval website of Company and Stock Exchanges 4 Outcome of the board 30 mins from Website of Company, Stock meeting approving allotment completion of board Exchanges meeting 5 Allotment of Equity shares within 15 days Intimation will be sent to all Investors RIGHTS OF INVESTORS

1. Receive the notice and the explanatory statement with the required details about the proposed preferential issue

2. Right to seek clarification in accordance with the grievance redressal mechanism policy of the company

3. Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the Listing Regulations and the AoA of the Company and other applicable laws DO’s and DON’Ts FOR INVESTORS

1. Provide correct and factual details as requested by the Issuer for compliance with requirements under Companies, Act, 2013, ICDR Regulations and other relevant rules and regulations.

2. Pay full consideration at the time of allotment in case of equity shares. In case of warrants, pay at least 25% of the consideration at the time of allotment

3. Not delay in making the payments.

4. Ensure that payment is done only from the allottee's bank account.

Page 70 of 105INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com;

www.bseindia.com)  Scores (https:/scores.gov.in) Registrar & Transfer Agents (for email ID refer to Issuer’s Website) TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES - PREFERENTIAL ISSUE Sr. Activity No. of calendar No days 1 Investor grievance received by the Issuer and/or the RTA T 2 The Issuer and/or the RTA to respond to the investor with T+10 an acceptable reply 3 The Issuer and/or the RTA and the investor shall Between T and exchange between themselves additional information T+10 related to the grievance, wherever required 4 In case any further coordination / information is required Up to T+20 by Issuer / RTA, final response to the investor should be sent 5 Best efforts will be undertaken by Merchant bank to respond to the grievance within T+30

Note:

It is not mandatory for the Issuer to appoint a Merchant Banker or any other entity as Advisor or Arranger for the Preferential Issue and even if appointed, they are NOT involved in the entire process of Issuance. Hence the Investors will have to take up their grievance/s directly with the Company AND /OR RTAs.

Page 71 of 105Nature of investor grievance for which the aforesaid timeline is applicable

1. Delay in refunds, if any

2. Non-receipt of notice or other relevant communication

3. Non receipt of securities in demat account

4. Any other grievance as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above

1. Letter from the investor addressed to the merchant bank at its address mentioned in any relevant communication, detailing nature of grievance, details of application, details of bank account, date of application etc

2. E-mail from the investor addressed to the merchant bank at its e-mail address mentioned in the in the notice or any other relevant communication, detailing nature of grievance, details of application, details of bank account, date of application etc

3. On SEBI Complaints Redress System (SCORES) platform.

Nature of enquiries for which the Merchant bank/Advisor/ Arranger shall endeavour to resolve such enquiries/ queries promptly during the issue period.

1. Process for applying in the issue and making payments

2. Terms of the issue, pricing, allotment methodology, issue period, date of allotment, date of listing

3. Any other query of similar nature RESPONSIBILITIES OF INVESTORS

1. Stockholders should read notice and other related literature carefully.

2. Investor shall comply with regulatory requirement including investment limit under which it is governed for example insurance companies, FPIs, Mutual Funds etc before investing in listed companies.

3. Investor shall obtain required approval, if any before making investment

4. Investors should fully understand the terms of investment and timelines involved in the issue process as disclosed in the offer document, application form, and issue related literature.

5. Investor to confirm and ensure that it is not directly or indirectly, debarred from accessing the capital market or have been restrained by any regulatory authority from directly or indirectly acquiring the Equity Shares.

6. Investor to confirm that it is not declared as wilful defaulter as per RBI circular.

7. Investor shall transfer subscription money to Company in reasonable time to ensure allotment get completed in 15 days from the date of special resolution.

8. Investor should consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue.

9. Investors should provide full and accurate information in the application form as maybe required while making an application and keep records of the same.

10. Shareholders should ensure to register E-mail Id with the Company or Depository for timely updates on Corporate actions like dividend, Buyback, Takeover etc.

Page 72 of 105INVESTOR CHARTER- SME IPOs & FPOs (including OFS)

VISION STATEMENT:

To continuously earn trust of investors and emerge as solution provider with integrity.

MISSION STATEMENT:

1. Act in investors’ best interests by understanding needs and developing solutions.

2. Enhance and customise value generating capabilities and services.

3. Disseminate complete information to investors to enable informed investment decision.

DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY IPOs & FPOs for SME – Act as a Merchant Banker to the Issuer / Selling Shareholder DETAILS OF SERVICES PROVIDED TO INVESTORS

1. Upload Draft Offer Document on Stock Exchange (s) / Lead Managers Website. and also upload RHP/Prospectus SEBI / Stock Exchanges / Lead Managers Website

2. Disclose a summary statement in draft offer document of price performance of immediately preceding past 10 public issues handled by lead managers in the current and two immediately preceding financial years

3. Disclose on lead managers’ website the track record of the performance of the public issues managed by them for a period of three financial years from the date of listing for each public issue managed by the Lead Manager

4. Publish details of anchor investor allocation on the website of stock exchanges before the issue opens for public subscription.

5. Keep Issue Open for a Period of 3 working days (extendable up to maximum 10 working days)

6. Ensure material contracts and documents are available for inspection as per details in Offer Document

7. If floor price or price band not disclosed in the red herring prospectus, publish price band advertisement in newspaper at least two working days before the opening of the issue and upload on SEBI / Stock Exchanges Website

8. Ensure the relevant financial ratios are disclosed in the price band announcement and pre-filled application forms are available on the websites of the stock exchange(s).

9. Listing and the commencement of trading of the Equity Shares on the Stock Exchanges within six Working Days of the Offer Closing Date or such other time as may be prescribed by SEBI.

10. Publish advertisement details of subscription, basis of allotment, date of credit of specified securities and date of filing of listing application, etc. within ten days from the date of completion of the each activity.

Page 73 of 105TIMELINES - SME IPOs & FPOs (including OFS) Sr. Timeline for which Activity Information where available No. activity takes place Filing of draft offer Websites of SEBI, Stock 1 0 document by company Exchanges, Lead Managers Details of anchor 1 day before issue Stock Exchanges website 2 investors allocation opening date 3 working days after Stock Exchanges website 3 Issue opening date filing RHP with RoC Availability of Stock Exchanges website 4 Till issue closure date application forms Availability of material Address given in Offer Document 5 documents for Till issue closure date inspection by investors Availability of General LM website and stock exchange 6 Till issue closure date Information Document website Price Band 2 working days prior to 7 - Advertisement issue opening date Compensation to investor @ Rs.

Delay in unblocking More than 4 working 8 100/day by intermediary causing ASBA Accounts days delay Advertisement on 9 subscription and basis Within 10 days Newspaper advertisement of allotment Allotment status and Completion of basis of 10 By email / post allotment advice allotment RIGHTS OF INVESTORS

1. Investors can request for a copy of the offer document and / or application form and the same shall be provided by the issuer/ Lead Manager(s).

2. Retail investors are allowed to cancel their bids before issue closing date. Institutional and Non-institutional investors are allowed to modify and only upward revise their bids during the period the issue is open.

3. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four working days from the offer closing date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day for the entire duration of delay exceeding four working days from the offer closing date, by the intermediary responsible for causing such delay in unblocking.

4. Investors get email and sms messages w.r.t. allotment status and allotment advice is sent in through email / physical to successful allottees post completion of basis of allotment.

Page 74 of 1055. If allotted shares, all Rights as a Shareholder (as per Offer Document) DOS AND DON’TS FOR THE INVESTORS Dos

1. Check Eligibility in the RHP and under applicable law, rules, regulations, guidelines and approvals.

2. Submission of Bids – only ASBA (other than Anchor Investors) Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed form

3. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre within the prescribed time

4. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB, before submitting the ASBA Form to any of the Designated Intermediaries

5. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant

6. Ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the Depository database Don’ts

1. Do not Bid for lower than the minimum Bid size

2. Do not submit the Bid for an amount more than funds available in your ASBA account

3. If you are a Retail bidder and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID

4. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID

5. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price

6. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual Bidders can revise or withdraw their Bids on or before the Bid/ Offer Closing Date.

Page 75 of 105INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com;

www.bseindia.com) Registrar to Issue/Offer  Merchant Banker (Mainly for bidding/ post (for email ID refer to Offer issue/ allotment related Documents) grievances)  Scores (for email ID refer to Offer (https:/scores.gov.in) Document) SCSBs Sponsor Bank (Blocking/ Unblocking (UPI Bid related related grievances) grievances) (for email ID refer to Offer Document) Page 76 of 105TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN IPOs /FPOs) Sr. Activity No. of No calendar days 1 Investor grievance received by the lead manager T 2 Manager to the offer to identify the concerned intermediary and it T+1 shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself 3 The concerned intermediary/ies to respond to the lead manager X with an acceptable reply / proof of resolution 5 Lead manager, the concerned intermediary/ies and the investor Between T shall exchange between themselves additional information related and X to the grievance, wherever required 4 LM to reply to the investor with the reply / proof of resolution X+3 5 Best efforts will be undertaken by lead manager to resolve the grievance within T+30 Nature of investor grievance for which the aforesaid timeline is applicable

1. Delay in unblocking of funds

2. Non allotment / partial allotment of securities

3. Non receipt of securities in demat account

4. Amount blocked but application not bid

5. Application bid but amount not blocked

6. Any other nature as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above

1. Letter from the investor addressed to the lead manager at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

2. E-mail from the investor addressed to the lead manager at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

3. On SEBI Complaints Redress System (SCORES) platform.

Page 77 of 105Nature of enquiries for which the lead manager shall respond to / escalated promptly

1. Availability of application form

2. Availability of offer document

3. Process for participating in the issue / mode of payments

4. List of SCSBs / syndicate members

5. Date of issue opening / closing / allotment / listing

6. Technical setbacks in net-banking services provided by SCSBs / UPI mechanism

7. Any other query of similar nature RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS)

1. Read and understand the terms of offer documents, application form, and issue related literature carefully and fully before investing.

2. Consult own tax consultant with respect to the specific tax implications

3. Provide full and accurate information in the application form as maybe required while making an application and keep records of the same.

4. Ensure active demat/ broking account before investing.

5. Ensure correctness of all Demographic Details Bidder’s address, name of the Bidder’s father or husband, investor status, occupation, bank account details, PAN and UPI ID

6. Provide full and accurate details when making investor grievances to merchant bankers.

7. ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective ASBA Form, or (ii) the UPI ID (in case of retail investors), as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details will be rejected. Applications made by retail investors using third party bank account or using third party linked bank account UPI ID are liable for rejection.

8. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected.

Retail investors using UPI Mechanism, shall submit their ASBA Forms with Syndicate Members, Registered Brokers, RTA or Depository Participants. ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount which can be blocked by the SCSB.

9. After the company is listed it has to keep the investors informed of material developments through its page on the stock exchange website including for corporate actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc. Investors should regularly check for such Page 78 of 105information on the stock exchange website.

INVESTOR CHARTER- BUYBACK OF SECURITIES

VISION STATEMENT:

To continuously earn trust of investors and emerge as solution provider with integrity.

MISSION STATEMENT:

1. Act in investors’ best interests by understanding needs and developing solutions.

2. Enhance and customise value generating capabilities and services.

3. Disseminate complete information to investors to enable informed investment decision.

DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as Manager to the Offer of Buyback of securities.

SERVICES PROVIDED FOR INVESTORS

1. Advertisement is published in one English National Daily, one Hindi National Daily and one Regional language daily, at the place where the Registered Office of the company is situated;

2. Detailed process and methodology disclosed in the: a. public announcement in case of buyback through open market; and b. Letter of offer along with details of buying broker through which settlement takes place;

3. Physical Shareholders can also participate in the tender offer buyback by submitting documents disclosed in the public announcement and/or letter of offer; Physical Shareholders can participate in the open market buyback after dematerialising their Shares

4. All eligible shareholders may place orders in the Acquisition Window provided by stock exchange, through their respective stock brokers;

5. Post closure, offer closing advertisement is published.

A. TIMELINES - BUYBACK (OPEN MARKET) Sr. Timeline for which activity takes No. Activity place Information where available 1 Public Within 2 WDs from Board or Website of SEBI, Stock Announcement Shareholder's meeting in which Exchanges & Company buyback proposal is approved 2 Opening of offer Within 7 WDs from PA Website of Stock Exchanges 3 Securities bought Daily basis till closure of offer Website of Stock Exchanges back and Company 4 Closure of offer Earlier of: Website of Stock Exchanges Six months; or Total buyback size utilised; or 50% of total buyback size utilised and board of directors chooses to close Page 79 of 1055 Acceptance of Upon the relevant pay out by Stock Website of Stock Exchanges Equity Shares Exchanges 6 Verification of Within 15 days from payment date NA acceptances 7 Extinguishment of on or before 15th day of the Website of Stock Exchanges security certificates succeeding month but not later and Company than 7 days of expiry of Buyback Period 8 Post Offer Within two working days from Website of SEBI, Stock Advertisement expiry of buyback period Exchanges & Company B. TIMELINES BUYBACK (TENDER METHOD) Sr. Activity Timeline for which activity takes Information where No. place available 1 Public Announcement Within 2 WDs from Board or Website of SEBI, Stock Shareholder's meeting in which Exchanges & Company buyback proposal is approved 2 Dispatch of Final Letter Within 5 WDs from the date of Website of SEBI, Stock of Offer to Shareholders receipt of observation letter from Exchanges & Company SEBI 3 Opening of offer Within 5 WDs from the date of Website of Stock dispatch .The offer shall be kept Exchanges open for 10 WDs 4 Availability of Tender Till the closure of offer Website of SEBI, Stock form Exchanges & Company 5 Availability of material Till the closure of offer Address is given in the documents for inspection letter of offer by Shareholders 6 Modification/cancellation Till the closure of offer NA of orders and multiple bids from a single Eligible Shareholder 7 Closure of offer 10th WDs Website of Stock Exchanges 8 Acceptance and Within 7 WDs NA Settlement of shares 9 Extinguishment of Within 15 days from Acceptance Website of Stock security certificates date but not later than 7 days of Exchanges expiry of Buyback Period RIGHTS OF INVESTORS

1. In case of any grievances relating to the Buyback (including non - receipt of the Buyback consideration, share certificate, demat credit, etc.), the Eligible Shareholders can approach either of the Compliance Officer, Manager to the Buyback, Registrar to the Buyback for redressal thereof.

2. Shareholders have rights to inspect the material documents as listed out in the letter of offer during the tendering period.

Page 80 of 105DO’s and DON’Ts FOR INVESTORS Dos

1. Ensure to submit Tender Forms on time; Eligible Shareholders who desire to tender their Equity Shares in the dematerialized form under the Buyback would have to do so through their respective Seller Member by indicating to their Seller Member the details of Equity Shares they intend to tender under the Buyback.

2. Ensure the demat account and the PAN belong to the same eligible shareholder;

3. In case shares are held in physical Form, shareholder should ensure that the correct share certificates are attached along with the Tender Form

4. Ensure that the signatures registered with the Company and the signature on the Tender Form are the same.

Don’ts

1. The tender form and other relevant documents should not be sent to the company or to the manager to the buyback.

2. It is not mandatory for eligible shareholders holding and tendering equity shares in demat form to submit the tender form and the Transaction Registration Slip (TRS) given by the Broker on bidding of offer

3. The Equity Shares tendered by Shareholders holding Demat Shares or Physical Shares would be liable to be rejected if the grounds mentioned in Offer Document are not complied with.

INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com) Registrar to Issue/Offer  Merchant Banker (for email ID refer to Offer (for email ID refer to Offer Document) Documents)  Scores (https:/scores.gov.in) Page 81 of 105TIMELINES FOR RESOLUTION OF SHAREHOLDER GRIEVANCES IN BUYBACK Sr. Activity No. of calendar No days 1 Shareholder grievance received by the manager to the T offer 2 Manager to the offer to identify the concerned intermediary T+1 and it shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself 3 The concerned intermediary/ies to respond to the X manager to the offer with an acceptable reply 4 Shareholder may escalate the pending grievance, if any, T+21 to the functional head / head of department of manager to the offer 5 Manager to the offer, the concerned intermediary/ies and Between T and X the Shareholder shall exchange between themselves additional information related to the grievance, wherever required 6 Manager to the offer to respond to the Shareholder with X+3 the reply 7 Best efforts will be undertaken by manager to the offer to respond to the grievance within T+30 Nature of shareholder grievance for which the aforesaid timeline is applicable

1. Delay in receipt of consideration upon acceptance of shares

2. Any other grievance as may be informed from time to time Mode of receipt of shareholder grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above

1. Letter from the shareholder addressed to the manager to the offer at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

2. E-mail from the shareholder addressed to the manager to the offer at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

3. On SEBI Complaints Redress System (SCORES) platform.

Nature of enquiries for which the Manager to the offer shall endeavour to resolve such enquiries/ queries promptly during the offer period.

1. Availability of Form of acceptance cum acknowledgement

2. Availability of offer document

3. Process for tendering of shares in the offer Page 82 of 1054. Date of offer opening/ closing/ acceptance and settlement of shares

5. Any other query of similar nature RESPONSIBILITIES OF INVESTORS

1. Shareholders should keep abreast of corporate announcement made for corporate action like takeover, buyback, dividend, bonus, splits etc.

2. For buyback through: a. open market method, shareholders can refer public announcement to understand the no. of shares, quantum, objective of buyback and maximum buyback price; and b. tender method, shareholders can refer public announcement and letter of offer to understand no. of shares, quantum, objective of buyback, entitlement ratio and buyback price;

3. Documents related to buyback are made available on the websites of Company, SEBI, Stock Exchange(s) and Investors should read the details carefully

4. Shareholders should read letter of offer and public announcement carefully and fully before tendering their shares including its taxation effects

5. Shareholders should ensure that their demat account is active.

INVESTOR CHARTER- DELISTING OF EQUITY SHARES

VISION STATEMENT:

To continuously earn trust of investors and emerge as solution provider with integrity.

MISSION STATEMENT:

1. Act in investors’ best interests by understanding needs and developing solutions.

2. Enhance and customise value generating capabilities and services.

3. Disseminate complete information to investors to enable informed investment decision.

DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as Managers to the Offer of Delisting of Equity Shares.

SERVICES PROVIDED FOR INVESTORS

1. Public Announcement is given in English, Hindi and Regional Newspapers;

2. Letter of offer is dispatched through speed post/registered post/courier or email etc.

3. Background of Acquirer/PAC, object of the delisting, floor price, status of frequently or infrequently traded, high low prices for the last 3 years and 6 months preceding the month of Public Announcement disclosed to help shareholders make informed decision;

4. Merchant banker and the Registrar to the resolve any query in relation to non-receipt of letter of offer, tender form, process of tendering of shares for shares held in demat form vis-a-vis shares held in physical form etc.

5. Detailed process for tendering of shares and procedure for acceptance and settlement of Page 83 of 105shares is disclosed in the letter of offer;

6. Facility to check the status of shares tendered on real time basis during the tendering period on the website of stock exchange;

7. Facility for Physical Shareholders to participate in the delisting process by submitting documents disclosed in the letter of offer;

8. All eligible shareholders may place orders in the Acquisition Window provided by stock exchange, through their respective stock brokers;

9. Post closure of delisting, offer closing advertisement given in the same newspapers wherein facts of the offer whether success or failure, discovered price, date of acceptance and settlement are disclosed.

TIMELINES - DELISTING Sr. Timeline for which Information where Activity No. activity takes place available 1 Shareholder’s Approval Within 45 days from Website of Stock obtaining approval of Exchanges & Company Board of Directors 2 Detailed Public Within 1 WD of receipt Website of Stock Announcement of In-Principle Approval Exchanges & Company 3 Dispatch of Letter of Offer Within 2 WDs of Public Website of Stock Announcement Exchanges & Company 4 Offer Opening Within 7 WDs from NA detailed public announcement 5 Availability of letter of offer Till issue closure date Website of Stock and Form of Acceptance Exchanges & Company 6 Availability of material Till issue closure date Address given in Letter of documents for inspection by Offer Shareholders 7 Closing of the Delisting offer On 5th WDs Stock Exchanges website 8 Acceptance and Settlement Within 5 WDs from post Stock Exchanges website of Shares offer public announcement or through secondary market settlement mechanism as the case may be 9 Date of post offer Within 2 WDs of closure Website of Stock advertisement of bidding period Exchanges & Company 10 Dispatch of Exit letter to After delisting order of Website of Company residual shareholders stock exchange and remains valid for 1 year Page 84 of 105RIGHTS OF INVESTORS

1. All the Public Shareholders registered or unregistered, who own fully paid equity shares of the Company any time before the closure of the Open Offer are eligible to participate in the Open Offer.

2. Rights to inspect the material documents as listed out in the letter of offer during the tendering period.

3. Shareholders can obtain letter of offer along with tender forms from the Registrar to the offer or Manager to the offer and can also download from the website of the Stock Exchanges.

DO’s and DON’Ts FOR INVESTORS Dos

1. Ensure completed Tender Forms are submitted within the period stipulated in the Letter of Offer;

2. Ensure the demat account and the PAN belong to the same eligible shareholder;

3. In case shares are held in physical Form, shareholder should ensure that the correct share certificates are attached along with the Tender Form

4. Ensure that the signatures registered with the Company and the signature on the Tender Form are the same.

5. In case any person has submitted Equity Shares in physical form for dematerialisation, such Eligible Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they can participate in the Offer before Offer Closing Date.

Don’ts

1. Offer by Shareholders will be rejected if the terms and process mentioned in the Letter of Offer are not followed

2. Shareholders who are holding Physical Shares as on the Record Date should not submit incomplete Tender Form and other documents for placing their bid in demat form;

3. There should be no name mismatch in the demat account of the Eligible Shareholder and PAN; or

4. There should not be any restraint order of a Court/any other competent authority for transfer/disposal/ sale

5. The title to the Equity Shares should not be under dispute and there should not be any restraint.

Page 85 of 105INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com;

www.bseindia.com) Registrar to Issue/Offer  Merchant Banker (for email ID refer to Offer (for email ID refer to Offer Document) Documents)  Scores (https:/scores.gov.in) TIMELINES FOR RESOLUTION OF SHAREHOLDER GRIEVANCES IN DELISTING Sr. Activity No. of calendar No days 1 Shareholder grievance received by the manager to the T offer 2 Manager to the offer to identify the concerned intermediary T+1 and it shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself 3 The concerned intermediary/ies to respond to the X manager to the offer with an acceptable reply 4 Shareholder may escalate the pending grievance, if any, T+21 to the functional head / head of department of manager to the offer 5 Manager to the offer, the concerned intermediary/ies and Between T and X the Shareholder shall exchange between themselves additional information related to the grievance, wherever Page 86 of 105required 6 Manager to the offer to respond to the Shareholder with Upto X+3 the reply 7 Best efforts will be undertaken by manager to the offer to respond to the grievance within T+30 Nature of shareholder grievance for which the aforesaid timeline is applicable

1. Delay in receipt of consideration upon acceptance of shares

2. Any other grievance as may be informed from time to time Mode of receipt of shareholder grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above

1. Letter from the shareholder addressed to the manager to the offer at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

2. E-mail from the shareholder addressed to the manager to the offer at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc

3. On SEBI Complaints Redress System (SCORES) platform.

Nature of enquiries for which the Manager to the offer shall endeavour to resolve such enquiries/ queries promptly during the offer period.

1. Availability of Form of acceptance cum acknowledgement

2. Availability of offer document

3. Process for tendering of shares in the offer

4. Date of offer opening/ closing/ acceptance and settlement of shares

5. Any other query of similar nature RESPONSIBILITIES OF INVESTORS

1. Shareholders should keep abreast of corporate announcement for takeover, buyback, dividend, bonus, splits etc.

2. Shareholders should read public announcement and letter of offer carefully including taxation related issues;

3. Shareholders should ensure that their demat account is active.

4. Shareholders should ensure that the bank account registered with their DP is active for receiving the payment against tendered shares on time.

Page 87 of 105INVESTOR CHARTER- SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS

VISION STATEMENT:

To continuously earn trust of investors and emerge as solution provider with integrity.

MISSION STATEMENT:

1. Act in investors’ best interests by understanding needs and developing solutions.

2. Enhance and customise value generating capabilities and services.

3. Disseminate complete information to investors to enable informed investment decision.

DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as Managers to Offer of Takeover of existing listed Company by an acquirer SERVICES PROVIDED FOR INVESTORS

1. Letter of offer is dispatched through speed post/registered post/courier or email etc.

2. Detailed Public Statement, Offer Opening Advertisement, Independent Director’s recommendation is published in the English, Hindi and Regional newspapers;

3. Background of Acquirer/PAC, object of the offer, offer price, status of frequently or infrequently traded, underlying transaction triggering open offer disclosed in the Offer Documents to enable shareholders take informed decision;

4. Merchant banker and the Registrar to the offer to help resolve any query in relation to non- receipt of letter of offer, tender form, process of tendering of shares for shares held in demat form viz-a-viz shares held in demat form etc.

5. Detailed process for tendering of shares and procedure for acceptance and settlement of shares is disclosed in the letter of offer;

6. Recommendation of independent directors of the target company published in the newspapers to enable shareholders make an informed decision;

7. Facility for Physical Shareholders to participate in the takeover process by submitting documents disclosed in the letter of offer;

8. All eligible shareholders may place orders in the Acquisition Window provided by stock exchange, through their respective stock brokers;

9. Offer closing advertisement is published in the newspapers.

TIMELINES - TAKEOVER Sr. Timeline for which activity Information where Activity No. takes place available 1 Filing of Public 0 Website of SEBI, Stock Announcement Exchanges 2 Filing of Detailed Public Within 5 WDs of filing PA with Website of SEBI, Stock Statement SEBI, Stock Exchange and Exchanges Target Company 3 Dispatch of Letter of Within 7 working days of Website of SEBI, Stock Offer receipt of observation letter Exchanges from SEBI Page 88 of 1054 Publication of 2 WDs prior to Website of SEBI, Stock Independent Director's commencement of tendering Exchanges recommendation period 5 Offer Opening Ad 1 WDs prior to Website of SEBI, Stock commencement of tendering Exchanges period 6 Offer Opens not later than 12 WDs from Website of Stock the date of receipt of Exchanges observation letter from SEBI 7 Availability of letter of Till offer closure date Website of SEBI, Stock offer and Form of Exchanges Acceptance 8 Availability of material Till offer closure date Address given in Letter documents for inspection of Offer by Shareholders 9 Closure of offer Within 10 WDs of opening Stock Exchanges website 10 Acceptance and Within 10 WDs of closure Stock Exchanges Settlement of shares website 12 Date of post offer Within 5 WDs of payment to Website of SEBI, Stock advertisement shareholders Exchanges RIGHTS OF INVESTORS

1. All the Public Shareholders, who own fully paid equity shares of the Target Company any time before the closure of the Open Offer are eligible to participate in the Open Offer.

2. Shareholders have rights to inspect the material documents as listed out in the letter of offer during the tendering period.

3. Shareholders can obtain letter of offer along with tender forms from the Registrar to the offer or Manager to the offer and can also download from the website of the Stock Exchanges.

DO’s and DON’Ts FOR INVESTORS Dos

1. Ensure to submit tender forms on time;

2. Ensure the demat account and the PAN belong to the same eligible shareholder;

3. Physical shareholder should ensure that the correct share certificates are attached along with the Tender Form

4. Ensure that the signatures registered with the Company and the signature on the Tender Form are the same.

5. In case any person has submitted Equity Shares in physical form for dematerialisation, such Eligible Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they can participate in the Offer before Offer Closing Date.

Page 89 of 105Don’ts

1. Offer from shareholders will be rejected if the terms or the process mentioned in the Letter Of Offer is not followed

2. Shareholders who are holding Physical Shares as on the Record Date should not submit incomplete Tender Form and other documents for placing their bid in demat form;

3. There should be no name mismatch in the demat account of the Eligible Shareholder and PAN; or

4. There should not be any restraint order of a Court/any other competent authority for transfer/disposal/ sale

5. The title to the Equity Shares should not be under dispute and there should not be any restraint.

INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com) Registrar to Issue/Offer  Merchant Banker (for email ID refer to Offer (for email ID refer to Offer Document) Documents)  Scores (https:/scores.gov.in) TIMELINES FOR RESOLUTION OF SHAREHOLDER GRIEVANCES IN TAKEOVER Sr. Activity No. of calendar No days 1 Shareholder grievance received by the manager to the T offer 2 Manager to the offer to identify the concerned intermediary T+1 Page 90 of 105and it shall be endeavored to forward the grievance to the concerned intermediary/ies on T day itself.

3 The concerned intermediary/ies to respond to the X manager to the offer with an acceptable reply 4 Shareholder may escalate the pending grievance, if any, T+21 to the functional head / head of department of manager to the offer 5 Manager to the offer, the concerned intermediary/ies and Between T and X the Shareholder shall exchange between themselves additional information related to the grievance, wherever required 6 Manager to the offer to respond to the Shareholder with Upto X+3 the reply 7 Best efforts will be undertaken by manager to the offer to respond to the grievance within T+30 Nature of shareholder grievance for which the aforesaid timeline is applicable

1. Delay in receipt of consideration upon acceptance of shares

2. Any other grievance as may be informed from time to time Mode of receipt of shareholder grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above

1. Letter from the shareholder addressed to the manager to the offer at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc.

2. E-mail from the shareholder addressed to the manager to the offer at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc.

3. On SEBI Complaints Redress System (SCORES) platform.

Nature of enquiries for which the Manager to the offer shall endeavour to resolve such enquiries/ queries promptly during the offer period.

1. Availability of Form of acceptance cum acknowledgement

2. Availability of offer document

3. Process for tendering of shares in the offer

4. Date of offer opening/ closing/ acceptance and settlement of shares

5. Any other query of similar nature RESPONSIBILITIES OF INVESTORS

1. Shareholders should read letter of offer including the Risk factors mentioned therein.

2. Shareholders can refer to the corporate announcement made by the Target Company for Page 91 of 105corporate actions.

3. Shareholders are also expected to understand tax implications arising out of proposed offer.

4. Shareholders should ensure that their demat account is active and up to date so as to tender the shares in the hassle-free manner.

5. Shareholders should ensure that the bank account registered with their Depository Participant is active for receiving the payment against tendered shares on time.

Page 92 of 105ANNEXURE VI Format for Investors Complaints Data to be displayed by Registered Merchant Bankers on their respective websites (For each category, separately as well as collectively) Data for every month ending - S Received Pendi Receiv Resolve Total Pending Average N from ng as ed d during Pendin complain Resoluti at the during the g ts > 1 on end of the particul during month time^\ last particul ar the (in days) month ar month* particul month ar month # 1 Directly from Investors 2 SEBI

(SCORES) 3 Stock Exchanges (if relevant) 4 Other Sources (if any) 5 Grand Total Trend of monthly disposal of complaints (For 5 months on rolling basis)- SN Month Carried forward Received Resolved Pending at from previous during the during the the end of month particular particular the month month * particular month # 1 January, 2022 2 February, 2022 3 March, 2022 4 April, 2022 5 May, 2022 Grand Total Page 93 of 105^ Average Resolution time is the sum total of time taken to resolve each complaint in days, in the current month divided by total number of complaints resolved in the current month.

* Inclusive of complaints of previous months resolved in the current month. #Inclusive of complaints pending as on the last day of the month.

Trend of annual (Calendar year) disposal of complaints (For 5 years on rolling basis)- SN Year Carried forward from Received Resolved Pending previous year during during the at the end the particular of the particular year particular year year 1 2021 2 2022 3 2023 4 2024 5 2025 Grand Total Page 94 of 105ANNEXURE VII CERT-Fin Advisory – 201155100308 Advisory for financial Sector Organisations- RBI and SEBI Overview It has been learnt that some of the financial sector institutions are availing or thinking of availing software as a Service (SaaS) based solution for managing their Governance, Risk & Compliance (GRC) functions so as to improve their cyber security posture. Many a time the risk & compliance data of the institution moves cross border beyond the legal and jurisdictional boundary of India due to the nature of shared cloud SaaS. While SaaS may provide ease of doing business and quick turnaround, it also brings significant risk to the overall health of India’s financial sector with respect to data safety and security.

Description If the following data sets fall in the hands of an advisory/cyber attackers, it may lead to unprecedented increase in the attack surface area and weakening of Indian financial sector infrastructure’s overall resilience.

 Credit Risk Data  Liquidity Risk Data  Market Risk Data  System & Sub-System Information  Internal & Partner IP Schema  Audit/Internal Audit Data  System Configuration Data  System Vulnerability Information  Risk Exception Information  Supplier Information & It’s Dependencies Related Data Solution The Financial sector organizations may be advised to protect such critical data using layered defence approach and seamless protection against external or insider threat. The organisations may also be advised to ensure complete protection & seamless control over their critical system by continuous monitoring through direct control and supervision protocol mechanisms while keeping such critical data within legal boundary of India.

The organisations may also be requested to report back to their respective regulatory authority regarding compliance to this advisory.

It is requested that you may kindly keep CERT-in informed of the actions taken and periodically provide the updated compliance to this advisory. (It may be noted that TLP amber means: Limited disclosure, restricted to participants’ organizations.

Page 95 of 105When should it be used: Sources may be use TLP:AMBER when information requires support to be effectively acted upon, yet carries risks to privacy, reputation, or operations if shared outside organizations involved.

How may it be shared: Recipients may only share TLP: AMBER information with members of their own organization, and with clients or customers who need to know the information to protect themselves or prevent further harm. Sources are at liability to specify additional

intended limits of the sharing: these must be adhered to.) Page 96 of 105ANNEXURE VIII For Merchant Bankers Dear Investor, In case of any grievance/complaint against the Merchant Banker:  Please contact Compliance Officer of the Merchant Banker (Name and Address)/ email-id (xxx.@email.com) and Phone No. -91-XXXXXXXXXX.

 You may also approach CEO / email-id(xxx.email.com) and Phone No.- 91- XXXXXXXXXX  If not satisfied with the response of the Merchant Banker you can lodge your

grievances with SEBI at http://scores.gov.in or you may also write to any of the offices of SEBI. For any queries, feedback or assistance, please contact SEBI Office on Toll Free Helpline at 1800227575/ 18002667575.

Page 97 of 105ANNEXURE IX PRINCIPLES FOR OUTSOURCING FOR INTERMEDIARIES

1. A Merchant Banker shall not outsource its core merchant banking activities such as due diligence activities, preparation of offer related documents etc. The Merchant Banker shall remain responsible and accountable for all activities undertaken on its behalf, whether outsourced or otherwise.38

2. A merchant banker seeking to outsource activities shall have in place a comprehensive policy to guide the assessment of whether and how those activities can be appropriately outsourced. The Board of Directors (hereinafter referred to as the “the Board”) of the merchant banker shall have the responsibility for the outsourcing policy and related overall responsibility for activities undertaken under that policy.

2.1. The policy shall cover activities or the nature of activities that can be outsourced, the authorities who can approve outsourcing of such activities, and the selection of third party to whom it can be outsourced. For example, an activity shall not be outsourced if it would impair the supervisory authority’s right to assess, or its ability to supervise the business of the merchant banker. The policy shall be based on an evaluation of risk concentrations, limits on the acceptable overall level of outsourced activities, risks arising from outsourcing multiple activities to the same entity, etc.

2.2. The Board shall mandate a regular review of outsourcing policy for such activities in the wake of changing business environment. It shall also have overall responsibility for ensuring that all ongoing outsourcing decisions taken by the merchant banker and the activities undertaken by the third party, are in keeping with its outsourcing policy.

3. The merchant banker shall establish a comprehensive outsourcing risk management program to address the outsourced activities and the relationship with the third party.

38 Inserted pursuant to insertion of Regulation 9A(1)(i) of SEBI (Merchant Bankers) Regulations, 1992 Page 98 of 1053.1. A merchant banker shall make an assessment of outsourcing risk which depends on several factors, including the scope and materiality of the outsourced activity, etc. The factors that could help in considering materiality in a risk management program include-

3.1.1. The impact of failure of a third party to adequately perform the activity on the financial, reputational and operational performance of the merchant banker and on the investors / clients;

3.1.2. Ability of the merchant banker to cope up with the work, in case of non- performance or failure by a third party by having suitable back-up arrangements;

3.1.3. Regulatory status of the third party, including its fitness and probity status;

3.1.4. Situations involving conflict of interest between the merchant banker and the third party and the measures put in place by the merchant banker to address such potential conflicts, etc.

3.2. While there shall not be any prohibition on a group entity / associate of the merchant banker to act as the third party, systems shall be put in place to have an arm’s length distance between the merchant banker and the third party in terms of infrastructure, manpower, decision-making, record keeping, etc. for avoidance of potential conflict of interests. Necessary disclosures in this regard shall be made as part of the contractual agreement. It shall be kept in mind that the risk management practices expected to be adopted by a merchant banker while outsourcing to a related party or an associate would be identical to those followed while outsourcing to an unrelated party.

3.3. The records relating to all activities outsourced shall be preserved centrally so that the same is readily accessible for review by the Board of the merchant banker and / or its senior management, as and when needed. Such records shall be regularly updated and may also form part of the corporate governance review by the management of the merchant banker.

3.4. Regular reviews by internal or external auditors of the outsourcing policies, risk management system and requirements of the regulator shall be mandated by the Board wherever felt necessary. Merchant banker shall review the financial and operational capabilities of the third party in order to assess its ability to continue to meet its outsourcing obligations.

Page 99 of 1054. The merchant banker shall ensure that outsourcing arrangements neither diminish its ability to fulfill its obligations to customers and regulators, nor impede effective supervision by the regulators.

4.1. The merchant banker shall be fully liable and accountable for the activities that are being outsourced to the same extent as if the service were provided in-house.

4.2. Outsourcing arrangements shall not affect the rights of an investor or client against the merchant banker in any manner. The merchant banker shall be liable to the investors for the loss incurred by them due to the failure of the third party and also be responsible for redressal of the grievances received from investors arising out of activities rendered by the third party.

4.3. The facilities / premises / data that are involved in carrying out the outsourced activity by the service provider shall be deemed to be those of the merchant banker.

The merchant banker itself and regulator or the persons authorized by it shall have the right to access the same at any point of time.

4.4. Outsourcing arrangements shall not impair the ability of SEBI/SRO or auditors to exercise its regulatory responsibilities such as supervision/inspection of the merchant banker.

5. The merchant banker shall conduct appropriate due diligence in selecting the third party and in monitoring of its performance.

5.1. It is important that the merchant banker exercise due care, skill, and diligence in the selection of the third party to ensure that the third party has the ability and capacity to undertake the provision of the service effectively.

5.2. The due diligence undertaken by a merchant banker shall include assessment of:

5.2.1. third party’s resources and capabilities, including financial soundness, to perform the outsourcing work within the timelines fixed;

5.2.2. compatibility of the practices and systems of the third party with the intermediary’s requirements and objectives;

5.2.3. market feedback of the prospective third party’s business reputation and track record of their services rendered in the past;

5.2.4. level of concentration of the outsourced arrangements with a single third party; and

5.2.5. the environment of the foreign country where the third party is located.

Page 100 of 1056. Outsourcing relationships shall be governed by written contracts / agreements / terms and conditions (as deemed appropriate) {hereinafter referred to as “contract”} that clearly describe all material aspects of the outsourcing arrangement, including the rights, responsibilities and expectations of the parties to the contract, client confidentiality issues, termination procedures, etc.

6.1. Outsourcing arrangements shall be governed by a clearly defined and legally binding written contract between the intermediary and each of the third parties, the nature and detail of which shall be appropriate to the materiality of the outsourced activity in relation to the ongoing business of the intermediary.

6.2. Care shall be taken to ensure that the outsourcing contract:

6.2.1. clearly defines what activities are going to be outsourced, including appropriate service and performance levels;

6.2.2. provides for mutual rights, obligations and responsibilities of the intermediary and the third party, including indemnity by the parties;

6.2.3. provides for the liability of the third party to the intermediary for unsatisfactory performance/other breach of the contract

6.2.4. provides for the continuous monitoring and assessment by the intermediary of the third party so that any necessary corrective measures can be taken up immediately, i.e., the contract shall enable the intermediary to retain an appropriate level of control over the outsourcing and the right to intervene with appropriate measures to meet legal and regulatory obligations;

6.2.5. includes, where necessary, conditions of sub-contracting by the third-party, i.e. the contract shall enable intermediary to maintain a similar control over the risks when a third party outsources to further third parties as in the original direct outsourcing;

6.2.6. has unambiguous confidentiality clauses to ensure protection of proprietary and customer data during the tenure of the contract and also after the expiry of the contract;

6.2.7. specifies the responsibilities of the third party with respect to the IT security and contingency plans, insurance cover, business continuity and disaster recovery plans, force majeure clause, etc.;

6.2.8. provides for preservation of the documents and data by third party;

Page 101 of 1056.2.9. provides for the mechanisms to resolve disputes arising from implementation of the outsourcing contract;

6.2.10. provides for termination of the contract, termination rights, transfer of information and exit strategies;

6.2.11. addresses additional issues arising from country risks and potential obstacles in exercising oversight and management of the arrangements when intermediary outsources its activities to foreign third party. For example, the contract shall include choice-of-law provisions and agreement covenants and jurisdictional covenants that provide for adjudication of disputes between the parties under the laws of a specific jurisdiction;

6.2.12. neither prevents nor impedes the intermediary from meeting its respective regulatory obligations, nor the regulator from exercising its regulatory powers; and

6.2.13. provides for the intermediary and /or the regulator or the persons authorized by it to have the ability to inspect, access all books, records and information relevant to the outsourced activity with the third party.

7. The merchant banker and its third parties shall establish and maintain contingency plans, including a plan for disaster recovery and periodic testing of backup facilities.

7.1. Specific contingency plans shall be separately developed for each outsourcing arrangement, as is done in individual business lines.

7.2. A merchant banker shall take appropriate steps to assess and address the potential consequence of a business disruption or other problems at the third party level.

Notably, it shall consider contingency plans at the third party; co-ordination of contingency plans at both the merchant banker and the third party; and contingency plans of the merchant banker in the event of non-performance by the third party.

7.3. To ensure business continuity, robust information technology security is a necessity. A breakdown in the IT capacity may impair the ability of the merchant banker to fulfill its obligations to other market participants/clients/regulators and could undermine the privacy interests of its customers, harm the merchant banker’s reputation, and may ultimately impact on its overall operational risk profile. Merchant banker shall, Page 102 of 105therefore, seek to ensure that third party maintains appropriate IT security and robust disaster recovery capabilities.

7.4. Periodic tests of the critical security procedures and systems and review of the backup facilities shall be undertaken by the merchant banker to confirm the adequacy of the third party’s systems.

8. The merchant banker shall take appropriate steps to require that third parties protect confidential information of both the merchant banker and its customers from intentional or inadvertent disclosure to unauthorized persons.

8.1. A merchant banker that engages in outsourcing is expected to take appropriate steps to protect its proprietary and confidential customer information and ensure that it is not misused or misappropriated.

8.2. The merchant banker shall prevail upon the third party to ensure that the employees of the third party have limited access to the data handled and only on a “need to know” basis and the third party shall have adequate checks and balances to ensure the same.

8.3. In cases where the third party is providing similar services to multiple entities, the merchant banker shall ensure that adequate care is taken by the third party to build safeguards for data security and confidentiality.

9. Potential risks posed where the outsourced activities of multiple merchant bankers are concentrated with a limited number of third parties.

In instances, where the third party acts as an outsourcing agent for multiple merchant bankers, it is the duty of the third party and the merchant banker to ensure that strong safeguards are put in place so that there is no co-mingling of information /documents, records and assets.

Page 103 of 105Appendix LIST OF RESCINDED CIRCULARS S. Circular No. and Date Subject / Title No.

1. SEBI RMB CIRCULAR NO. 1(98-99) Comprehensive clarification regarding dated June 05, 1998 various aspects of SEBI (Merchant Bankers) amendment regulations, 1997 and SEBI (merchant bankers) amendment regulations 1998

2. RMB/CIRCULAR NO.4 (98-99) dated All registered merchant bankers March 30, 1999

3. RMB Circular No. 1 (2002-2003) dated Conditions for granting registration to September 17, 2002 applicants notwithstanding that a connected persons has been previously granted registration

4. SEBI Cir. No. PMD/MBD/AK/24351/2002 Application procedure for dated December 17, 2002 registration/renewal as Merchant Banker

5. MIRSD/ DPSIII/ Cir-24/ 08 dated July 25, Designated e-mail ID for regulatory 2008 communication with SEBI-Merchant Bankers

6. SEBI Circular No. MIRSD/DPS III/Cir- Exclusive e-mail ID for redressal of 01/07 dated January 22, 2007 Investor Complaints

7. SEBI Circular No. CIR/MIRSD/14/2011 Revised procedure for seeking prior dated August 02, 2011 approval for change in control through single window

8. SEBI Circular No. Online Registration Mechanism for SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 Securities Market Intermediaries dated May 02, 2017

9. SEBI Cir. No. MIRSD/DPS-2/MB/Cir- Reporting of information on a half yearly 16/2008 dated May 06, 2008 basis- Merchant Bankers

10. SEBI Circular No. CIR/MIRSD/7/2011 Periodical report- Grant of prior approval to dated June 17, 2011 merchant bankers

11. SEBI Circular No. CIR/MIRSD/6/2012 Review of Regulatory Compliance and dated May 14, 2012 Periodic Reporting

12. SEBI RMB CIRCULAR NO. 2(98-99) Activities carried out by merchant bankers August 11, 1998 other than that in the securities

13. SEBI Circular No. CIR/MIRSD/1/2012 Disclosure of Track Record of the public dated Jan 10, 2012 issues managed by Merchant Bankers,

14. SEBI/HO/CFD/DIL1/P/CIR/2021/0660 Publishing Investor Charter and Disclosure November 23, 2021 of Complaints by Merchant Bankers on their Websites

15. SEBI/HO/MIRSD/DOR/CIR/P/2021/46 Transfer of business by SEBI registered Page 104 of 105LIST OF RESCINDED CIRCULARS S. Circular No. and Date Subject / Title No. dated March 26, 2021 intermediaries to other legal entity

16. SEBI/HO/MIRSD/DOR/CIR/P/2021/42 Prior Approval for Change in control: dated March 25 2021 Transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control

17. SEBI/HO/MIRSD/DOR/CIR/P/2021/42 Advisory for Financial Sector Organizations dated November 03 2020 regarding Software as a Service (SaaS) based solutions

18. CIR/MIRSD/17/2011 dated August 24, Processing of Investor Complaints in SEBI 2011 Complaints Redress System (SCORES)

19. CIR/MIRSD/3/2014 dated August 28, Information regarding Grievance Redressal 2014 Mechanism

20. SEBI Circulars No. MRD/DoP/Cir- Permanent Account Number (PAN) to be 05/2007 dated April 27, 2007 the sole identification number for all transactions in the securities market

21. SEBI Circulars No Cir/ ISD/1/2011 dated Prevention of circulation of unauthenticated March 23, 2011 news by SEBI Registered Market Intermediaries through various modes of communication

22. Cir/ ISD/2/2011 dated March 24, 2011 Prevention of circulation of unauthenticated news by SEBI Registered Market Intermediaries through various modes of communication

23. SEBI Circular No. CIR/MIRSD/24/2011 Guidelines on Outsourcing of Activities by dated December 15, 2011 Intermediaries

24. SEBI Circular No. CIR/MIRSD/5/2013 General Guidelines for dealing with dated August 27, 2013 Conflicts of Interest of Intermediaries, Recognised Stock Exchanges, Recognised Clearing Corporations, Depositories and their Associated Persons in Securities Market

25. SEBI Circular No. SEBI/HO/CFD/PoD- Procedure for seeking prior approval for 2/P/CIR/2023/141 dated August 10, 2023 change in control with respect to Merchant Bankers and Bankers to an issue.

26. SEBI Circular No. Specification of the consequential HO/49/11/11(106)2025-CFD-RAC- requirements with respect to Amendment DIL3/I/1796/20 dated January 02, 2026 of Securities and Exchange Board of India (Merchant Bankers) Regulations,

1992.

27. SEBI Circular No. HO/49/14/15(2)2026- Extension of timelines for compliance with CFD-POD1/I/13567/2026 dated June 11, certain provisions of Circular dated January 2026 02, 2026 Page 105 of 105