Common use of CONFIRMATIONS, REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLING SHAREHOLDERS Clause in Contracts

CONFIRMATIONS, REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLING SHAREHOLDERS. 3.1 Each of the Company and the Promoter Selling Shareholders, jointly and severally, represent, warrant, covenant and undertake to the members of the Syndicate, as on the date hereof and at all times until the commencement of trading of the Equity Shares on the Stock Exchanges, the following: (i) Each of the Company Entities has been duly incorporated, registered and is validly existing as a company under the laws of its jurisdiction, has the corporate power and authority to own or lease its movable and immovable properties and to conduct its business (including as described in the Offer Documents) and no steps have been taken or threatened for its winding up, liquidation, initiation of proceedings, or appointment of an insolvency professional (including interim resolution professional or resolution professional in relation to any action initiated against the Company Entities under the Insolvency and Bankruptcy Code, 2016) or receivership under the laws of any applicable jurisdiction. The Company Entities has not received any notice in relation to its winding up, liquidation, proceedings under the Insolvency and Bankruptcy Code 2016. Except as disclosed in the Offer Documents, the Company has no other subsidiaries and joint ventures in terms of Applicable Law, and there are no other ventures over which the Company exercises Control. (ii) Each of the Company Entities has duly and unconditionally obtained and shall obtain all approvals and consents, which may be required under Applicable Law and/or under contractual arrangements by which it or its Affiliates may be bound, in relation to the Offer and for performance of its obligations under this Agreement, the Other Agreements and each of the Offer Documents (including, without limitation, written consents or waivers of lenders and any other third party having any pre-emptive rights) including the Board resolution dated February 10, 2024 and July 13, 2024 and the shareholders’ resolution dated March 2, 2024 and July 13, 2024 and has complied with, and shall comply with, the terms and conditions of such approvals. The Company Entities have complied with, and shall comply with, all Applicable Law in relation to the Offer and any matter incidental thereto. There are no other consents, approvals, authorizations required, including any order or/ qualification with any Governmental Authority, on the invitation, offer, issue, allotment or transfer by the Company of Equity Shares pursuant to the Offer . The Company is eligible to undertake the Offer pursuant to the requirements of the Companies Act, SEBI ICDR Regulations and Applicable Law. (iii) This Agreement has been and the Other Agreements will be duly authorized, executed and delivered by the Company. Each of this Agreement and the Other Agreements are and shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the Other Agreements shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future and includes any warrant, option, restriction, obligation or commitment, including in respect of transfer or ownership or title, whether contained in the constitutional documents of the entity or in any agreement or instrument binding on it (“Encumbrances”) on any property or assets of the Company Entities, contravene any provision of Applicable Law or the constitutional documents of the Company Entities or any agreement or other instrument binding on any of the Company or to which any of the assets or properties of the Company Entities are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement or the Other Agreements, except such as have been obtained or shall be obtained prior to the completion of the Offer. (iv) The Company has obtained approval for the Offer pursuant to a board resolution dated February 10, 2024 and July 13, 2024 and shareholders’ resolution dated March 2, 2024 and July 13, 2024 and has complied with and agrees to comply with all terms and conditions of such approval. (v) It has authorized the members of the Syndicate, their respective Sub-syndicate Members and their respective Affiliates to circulate the Red Xxxxxxx Prospectus, the Preliminary Offering Memorandum, the Bid cum Application Form, the abridged prospectus and when finalized, the Prospectus and the Offering Memorandum to prospective investors in compliance with Applicable Law in any relevant jurisdiction. (vi) The Draft Red Xxxxxxx Prospectus has been, and the Red Xxxxxxx Prospectus and the Prospectus, each as on its respective dates, shall be, prepared in compliance with all Applicable Laws. Each of the Offer Documents as on their respective dates: (A) contains and shall contain information that is and shall be true, fair, correct, complete and adequate as required under Applicable Law to enable the investors to make a well- informed decision with respect to an investment in the Offer; and (B) did not, does not and shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (vii) Until commencement of trading of the Equity Shares in the Offer, the Company agrees and undertakes to: (i) promptly notify and update the members of the Syndicate, provide any requisite information to the Members of the Syndicate and at the request of the Members of the Syndicate, or as required by Applicable Law, immediately notify the SEBI, the Registrar of Companies, the Stock Exchanges or any other Governmental Authority and investors of any: (a) developments with respect to the business, operations or finances of the Company Entities; (b) developments with respect to any pending or threatened litigation or arbitration, including any inquiry, complaint, investigation, show cause notice, claim, search and seizure or survey by or before any Governmental Authority, in relation to any of the Company Entities, the Directors, the officers or employees of the Company or any of their Affiliates, or in relation to the Equity Shares; (c) developments with respect to the business, operations, finances or composition of any of the Promoters, the Promoter Group and the Group Company (as applicable); (d) developments in relation to any other information provided by the Company; (e) developments in relation to the Equity Shares, including the Offered Shares; (f) communications or questions raised or reports sought, by the SEBI, the Registrar of Companies, the Stock Exchanges or any other Governmental Authority;

CONFIRMATIONS, REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLING SHAREHOLDERS. 3.1 Each of the 4.1 The Company and the Promoter Selling Shareholders, jointly and severally, hereby represent, warrant, covenant and undertake to the members of the Syndicate, the following as on of the date hereof of this Agreement, the date of the Red Xxxxxxx Prospectus, the Bid/Offer Opening Date, the Bid/Offer Closing Date, the date of the Prospectus, the date of Allotment and at all times until the date of commencement of trading of the Equity Shares on the Stock Exchanges, the followingExchanges that: (i) Each of the Company Entities has been duly incorporated, registered and is validly existing as a company under the laws of its jurisdiction, has the corporate power and authority to own or lease its movable and immovable properties and to conduct its business (including as described in the Offer Documents) and no steps have been taken or threatened for its winding up, liquidation, initiation of proceedings, or appointment of an insolvency professional (including interim resolution professional or resolution professional in relation to any action initiated against the Company Entities under the Insolvency and Bankruptcy Code, 2016) or receivership under the laws of any applicable jurisdiction. The Company Entities has not received any notice in relation to its winding up, liquidation, proceedings under the Insolvency and Bankruptcy Code 2016. Except as disclosed in the Offer Documents, the Company has no other subsidiaries and joint ventures in terms of Applicable Law, and there are no other ventures over which the Company exercises Control. (ii) Each of the Company Entities has duly and unconditionally obtained and shall obtain all approvals and consents, which may be required under Applicable Law and/or under contractual arrangements by which it or its Affiliates may be bound, in relation to the Offer and for performance of its obligations under this Agreement, the Other Agreements and each of the Offer Documents (including, without limitation, written consents or waivers of lenders and any other third party having any pre-emptive rights) including the Board resolution dated February 10, 2024 and July 13, 2024 and the shareholders’ resolution dated March 2, 2024 and July 13, 2024 and has complied with, and shall comply with, the terms and conditions of such approvals. The Company Entities have complied with, and shall comply with, all Applicable Law in relation to the Offer and any matter incidental thereto. There are no other consents, approvals, authorizations required, including any order or/ qualification with any Governmental Authority, on the invitation, offer, issue, allotment or transfer by the Company of Equity Shares pursuant to the Offer . The Company is eligible to undertake the Offer pursuant to the requirements of the Companies Act, SEBI ICDR Regulations and Applicable Law. (iii) This Agreement has been and the Other Agreements will be duly authorized, executed and delivered by the Company. Each of this Agreement , and the Other Agreements are and shall be is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, under this Agreement does not and the Other Agreements shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust trust, any other encumbrance or any other encumbrance arrangement or transfer restriction, both present and future and includes any warrant, option, restriction, obligation or commitment, including in respect of transfer or ownership or title, whether contained in the constitutional documents of the entity or in any agreement or instrument binding on it (“Encumbrances”) on any property or assets of any of the Company Entities, contravene any provision of Applicable Law or the constitutional documents of any of the Company Entities or any agreement or other instrument binding on any of the Company Entities or to which any of the assets or properties of the Company Entities are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement or the Other AgreementsAgreement, except such as have been obtained or shall be obtained prior to the completion of the Offer. (ivii) The Company has obtained approval for the Offer pursuant to a board resolution dated February 109, 2024 and July 13, 2024 and shareholders’ 2024. The shareholders of the Company pursuant to a resolution dated March 212, 2024 in accordance with Section 62(1)(c) of the Companies Act have approved and July 13, 2024 and authorized the Fresh Issue. The Company has complied with and agrees to comply with all terms and conditions of such approvalapprovals. (iii) Each of the Company Entities has obtained and shall obtain all authorizations, approvals and consents, which may be required under Applicable Law and/or under contractual arrangements by which it may be bound or to which any of its assets and properties may be subject, in relation to the Offer. The Company has the corporate power and obtained all approvals for performance of its obligations under this Agreement, the Other Agreements and each of the Offer Documents (including, without limitation, written consents or waivers of lenders, customers and any other third party having any pre-emptive rights) and has complied with, and shall comply with, the terms and conditions of such approvals. (iv) The Company has the corporate power and authority or capacity, to invite, offer, issue, and Allot the Equity Shares pursuant to the Offer and there are no restrictions under Applicable Law or the Company’s constitutional documents, on the invitation, offer, issue, or Allotment by the Company of any of the Equity Shares pursuant to the Offer. (v) It has authorized the members of the Syndicate, their respective Sub-syndicate Syndicate Members and their respective Affiliates to circulate the Offer Documents (other than the Draft Red Xxxxxxx Prospectus, the Preliminary Offering Memorandum, the Bid cum Application Form, the abridged prospectus and when finalized, the Prospectus and the Offering Memorandum ) to prospective investors in compliance with Applicable Law in any relevant jurisdiction. (vi) The Draft Red Xxxxxxx Prospectus has been, and the Red Xxxxxxx Prospectus and the Prospectus, each as on its their respective dates, have been and shall be, prepared in compliance with all Applicable Laws. Each of the Offer Documents as on their respective dates: (A) contains and shall contain information that is and shall be true, fair, correct, complete fair and adequate as required under Applicable Law to enable the investors to make a well- well-informed decision with respect to an investment in the Offer; and (B) did not, does not and shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (vii) Until If any Offer Document (other than the DRHP) is being used to solicit offers at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement such Offer Document (other than the DRHP) in order to make the statements therein, in the light of the circumstances, not misleading, or if, in the opinion of counsel for the Manager, it is necessary to amend or supplement such Offer Documents (other than the DRHP) to comply with Applicable Law, the Company shall prepare and furnish, at its own expense, to the Manager and to any dealer upon request, either amendments or supplements to such Offer Documents (other than the DRHP) so that the statements so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading and that such Offer Documents (other than the DRHP), as amended or supplemented, will comply with Applicable Law and the publicity guidelines provided by the Manager or the legal counsel appointed in relation to the Offer. (viii) The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time period prescribed under Applicable Law. (ix) The Company has complied and will comply with each of the offering restrictions set forth in the Offer Documents. The Company or its Affiliates have not taken, and shall not take, directly or indirectly, any action designed, or that may be expected, to cause, or result in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Equity Shares, including any buy-back arrangements for the purchase of Equity Shares to be issued, offered and sold in the Offer. (x) it shall provide cooperation and assistance to the Members of the Syndicate, in order to fulfil their obligations under this Agreement and Applicable Laws in relation to the Offer. 4.2 The Selling Shareholder severally hereby represents, warrants, agrees, covenants, undertakes and confirms (with respect to itself, its Offered Shares, as applicable, as on the date hereof, the dates of the Red Xxxxxxx Prospectus, the Prospectus and the Allotment and not with respect to or on behalf of any other Party or entity) that: (i) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder, and is a valid and legally binding instrument, enforceable against him/her in accordance with its terms, and all authorizations, approvals, consents and licenses required by him/her have been unconditionally obtained and are in full force and effect, to permit him/her to enter into and perform this Agreement; (ii) The execution, delivery and performance of its obligations under this Agreement does not and/ or will not or contravene or violate or may result in breach or violation of (i) any provision of Applicable Law; (iii) any agreement by which it is bound; (iii) It has authorized the Members of the Syndicate, their respective sub-syndicate member and their respective Affiliates to circulate the Red Xxxxxxx Prospectus, , Bid cum Application Form, abridged prospectus, and when finalized and the Prospectus to prospective investors subject to compliance with Applicable Law and SEBI ICDR Regulation, the Offer Agreement, the Underwriting Agreement, if and when executed, and the terms set out in the Red Xxxxxxx Prospectus and the Prospectus,; (iv) It accepts full responsibility for (i) the authenticity, correctness, validity and reasonableness of the information, reports, statements, declarations, representations, warranties, undertakings, clarifications, documents and certifications provided or authenticated by him or its agents, representatives, consultants or advisors in writing; and (ii) the consequences, if any, of him or its agents, representatives, consultants or advisors making a misstatement, providing misleading information or withholding or concealing material facts relating to the respective Offered Shares and other information provided by him which may have a bearing, directly or indirectly, on the Offer. It expressly affirms that the Syndicate and their respective Affiliates can rely on these statements, declarations, undertakings, clarifications, documents and certifications, and shall not be liable in any manner for the foregoing; (v) The Members of the Syndicate may seek recourse from the Selling Shareholder(s) for any breach of any representation, warranty, undertaking or covenant made by the Selling Shareholder(s) in this Agreement. (vi) It will not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise, to any person for making a Bid in the Offer, and shall not make any payment, whether direct or indirect, whether in the Company agrees nature of discounts, commission, allowance or otherwise, to any person who makes a Bid in the Offer; (vii) It shall disclose and undertakes to: (i) promptly notify and update furnish to the members Members of the Syndicate, provide documents or information about or in relation to its Selling Shareholder Statements to the extent required to enable the Members of the Syndicate to fulfil their obligations hereunder or to comply with any requisite information Applicable Law or for the purposes of the online filing of the Offer Documents with SEBI or ROC, including in relation to the filing of their due diligence certificate and any post-Offer reports as required under the SEBI ICDR Regulations or in respect of any request or demand from any governmental, statutory, regulatory or supervisory authority, whether on or after the date of the Allotment of the Equity Shares pursuant to the Offer, and shall extend full reasonable cooperation to the Members of the Syndicate in connection with the foregoing. (viii) It shall provide support and at the request of cooperation and shall disclose and furnish to the Members of the Syndicate, promptly, all information, documents, certificates, reports and particulars in relation to himself or his respective Offered Shares for the purposes of the Offer as may be required or requested by the Members of the Syndicate or their Affiliates to fulfil their obligations hereunder or to comply with any Applicable Law, immediately notify the SEBI, the Registrar of Companies, the Stock Exchanges or any other Governmental Authority and investors of any: (a) developments with respect to the business, operations or finances of the Company Entities; (b) developments with respect including in relation to any pending post-Offer reports required under the SEBI ICDR Regulations, or threatened litigation in respect of any request or arbitration, including any inquiry, complaint, investigation, show cause notice, claim, search and seizure or survey by or before demand from any Governmental Authority, whether on or prior to or after the date of the transfer of the Offered Shares by the Selling Shareholders pursuant to the Offer, and shall extend reasonable cooperation to the Members of the Syndicate in connection with the foregoing. He further undertakes to promptly inform the Members of the Syndicate of any change to such information, confirmation and certifications until the date when the Equity Shares commence trading on the Stock Exchange. In the absence of such intimation from him, such information, confirmation and certifications shall be considered updated. (ix) The Selling Shareholder shall comply with regulatory restrictions, in India or otherwise on publicity and shall not carry out any marketing activities in relation to the Offer, and shall ensure that any advertisements, press releases, publicity material or other media communications issued or released by him shall comply with, Applicable Law and the Publicity Guidelines, and shall ensure that their respective, agents and representatives are aware of, and comply with, such Publicity Guidelines and Applicable Law; (x) Subject to Applicable Law including publicity restrictions issued by SEBI or restrictions in any jurisdiction in which the Offer Documents are proposed to be circulated, the Company and the Selling Shareholders, acknowledge and agree that each Member of the Company EntitiesSyndicate may, the Directorsat its own expense, the officers or employees and after prior written approval of the Company Company, till the completion of the Offer, place advertisements in newspapers and other external publications and other marketing materials describing the Syndicate’s involvement in the Offer and the services rendered by the Member of the Syndicate, and may use the Company’s name and, if applicable, logo in this regard; (xi) Until the completion of the Offer or the termination of this Agreement, whichever is earlier, Selling Shareholder shall not, and shall cause its respective Affiliates, agents and representatives to not, make any of their Affiliatesstatement, or release any material or other information, in relation to the Company, or in relation to the Equity Shares; (c) developments with respect Offer, which is misleading or incorrect or which is not disclosed in the Offer Documents, or that does not conform to the business, operations, finances or composition of any of the Promoters, the Promoter Group SEBI ICDR Regulations and the Group Company (as applicable); (d) developments Publicity Guidelines, in relation to any other information provided interviews by Selling Shareholder, documentaries about the Selling Shareholders, periodical reports or press releases issued by the Company; (e) developments Selling Shareholder or at any ‘corporate’, press, brokers’ or investors’ conferences in relation to the Equity SharesOffer, including at road shows, presentations, in research or sales reports or at Bidding Centres, without the Offered Shares; (f) communications or questions raised or reports sought, by review of Members of the SEBI, Syndicate. In the Registrar event that approval for trading on each of Companies, the Stock Exchanges occurs on different dates, the later date shall be considered as the date of completion of the Offer. It is clarified that the Selling Shareholder shall be responsible for only such publicity material or advertisement or announcement in relation to the Offer, which is released solely by it, and any other Governmental Authority;information in relation to its Selling Shareholder Statements or its Offered Shares, as contained in the statutory advertisements in relation to the Offer unless any statement is issued by the Company in relation to the Selling Shareholder after due authorisation by the Selling Shareholder.