Common use of Failure of the Issue Clause in Contracts

Failure of the Issue. (a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events: (i) any event due to which the process of Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the Issue not opening on the Issue Opening Date or any other revised date agreed between the Parties for any reason; (ii) the Issue shall have become illegal or non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any judicial, statutory or regulatory authority having requisite authority and jurisdiction over the Issue; (iii) the declaration of the intention of the Company, in consultation with the Lead Manager, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; (iv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws; or (v) non-receipt of minimum subscription as disclosed in the Letter of Offer and in terms of the SEBI ICDR Regulations, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, or (vi) such other event as may be agreed upon, in writing, by and between the Company and the Lead Manager. (b) The Company and/or the Lead Manager shall, on becoming aware of an event specified in Clause 3.1.3(a) or following receipt of the relevant information regarding such event, jointly, intimate in writing to the Banker to the Issue and the Registrar of the occurrence of any event specified in Clause 3.1.3(a), in the manner as set forth in Annexure E. (c) On receipt of written intimation of the failure of the Issue, jointly, from the Company and the Lead Manager, the Registrar, shall forthwith, but not later than one (1) Working Day following the reconciliation of account with the Banker to the Issue, provide to the Lead Manager, the SCSBs, the Banker to the Issue and the Company a list of Applicants and the amounts to be refunded from the Refund Account to such Applicant and/ or a for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. (d) The Lead Manager, along with the Registrar shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.6, after notice to the Lead Managers and the Company, forthwith but not later than one (1) Working Day, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue as per Clauses 3.1.3 or 3.1.4 of this Agreement, shall be remitted to the respective ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies have been transferred to the Refund Account from the Allotment Account, upon the occurrence of an event of failure of the Issue. Such Beneficiaries/Applicants will be sent a refund intimation informing them about the credit of refund, within twelve (12) Working Days after the Issue Closing Date by the Registrar.

Failure of the Issue. (a) 3.2.1.1 The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events: (ia) the Company, in consultation with the Managers, withdraw the Issue prior to the execution of the Underwriting Agreement in accordance with the Issue Agreement or the Red Xxxxxxx Prospectus; (b) The Bid/Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (c) any event due to which the process of Applications bidding or the acceptance of Bids cannot start on the dates mentioned in the Letter of Offer Issue Documents (including any revisions thereofthereof mutually agreed among the Company and the Lead Managers for any reason) or the Issue not opening on the Bid/Issue Opening Date not taking place for any reason or any other revised date agreed between the Parties Parties; (d) the RoC Filing does not occur on or prior to the Drop Dead Date for any reason; (iie) the Issue shall have Agreement being terminated in accordance with its terms and conditions; (f) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the Lead Managers; (g) the Issue become illegal or non-compliant with Applicable Law Law, or shall have been is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any judicial, statutory or regulatory authority Governmental Authority having requisite authority and jurisdiction over the Issue; (iiih) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees being less than 1,000; (i) the declaration of the intention of the Company, in consultation with the Lead ManagerManagers, to withdraw and/or cancel and/or abandon the Issue at any time including after the Bid/Issue Opening Date but until the Closing Date; (j) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, not having been Allotted in the Issue; (k) the Underwriting Agreement not having been executed on or prior to the Transfer Datedate of the RoC Filing, subject to compliance with unless such date is extended in writing by the SEBI ICDR Regulations Company, the Members of the Syndicate and circulars issued thereunder; (iv) non-receipt of any requisite regulatory approval in relation the Registrar to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws; or (v) non-receipt of minimum subscription as disclosed in the Letter of Offer and in terms of the SEBI ICDR Regulations, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, or (vil) such other event as may be mutually agreed upon, in writing, upon by and between the Company and the Lead ManagerManagers. (b) The Company and/or the Lead Manager shall, on becoming aware of an event specified in Clause 3.1.3(a) or following receipt of the relevant information regarding such event, jointly, intimate in writing to the Banker to the Issue and the Registrar of the occurrence of any event specified in Clause 3.1.3(a), in the manner as set forth in Annexure E. (c) On receipt of written intimation of the failure of the Issue, jointly, from the Company and the Lead Manager, the Registrar, shall forthwith, but not later than one (1) Working Day following the reconciliation of account with the Banker to the Issue, provide to the Lead Manager, the SCSBs, the Banker to the Issue and the Company a list of Applicants and the amounts to be refunded from the Refund Account to such Applicant and/ or a for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. (d) The Lead Manager, along with the Registrar shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.6, after notice to the Lead Managers and the Company, forthwith but not later than one (1) Working Day, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue as per Clauses 3.1.3 or 3.1.4 of this Agreement, shall be remitted to the respective ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies have been transferred to the Refund Account from the Allotment Account, upon the occurrence of an event of failure of the Issue. Such Beneficiaries/Applicants will be sent a refund intimation informing them about the credit of refund, within twelve (12) Working Days after the Issue Closing Date by the Registrar.

Failure of the Issue. (a) 3.2.1.1 The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events: (ia) the Company, in consultation with the Manager, withdraw the Issue prior to the execution of the Underwriting Agreement in accordance with the Issue Agreement or the Red Xxxxxxx Prospectus; (b) The Bid/Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (c) any event due to which the process of Applications bidding or the acceptance of Bids cannot start on the dates mentioned in the Letter of Offer Issue Documents (including any revisions thereofthereof mutually agreed among the Company and the Lead Manager for any reason) or the Issue not opening on the Bid/Issue Opening Date not taking place for any reason within 20 days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC or any other revised date agreed between the Parties Parties; (d) the RoC Filing does not occur on or prior to the Drop Dead Date for any reason; (iie) the Issue shall have Agreement being terminated in accordance with its terms and conditions; (f) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the Lead Manager; (g) the Issue become illegal or non-compliant with Applicable Law Law, or shall have been is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any judicial, statutory or regulatory authority Governmental Authority having requisite authority and jurisdiction over the Issue; (iiih) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees being less than 1,000; (i) the declaration of the intention of the Company, in consultation with the Lead Manager, to withdraw and/or cancel and/or abandon the Issue at any time including after the Bid/Issue Opening Date but until the Closing Date; (j) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, not having been Allotted in the Issue; (k) the Underwriting Agreement not having been executed on or prior to the Transfer Datedate of the RoC Filing, subject to compliance with unless such date is extended in writing by the SEBI ICDR Regulations Company, the Members of the Syndicate and circulars issued thereunder; (iv) non-receipt of any requisite regulatory approval in relation the Registrar to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws; or (v) non-receipt of minimum subscription as disclosed in the Letter of Offer and in terms of the SEBI ICDR Regulations, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, or (vil) such other event as may be mutually agreed upon, in writing, upon by and between the Company and the Lead Manager., in writing. Failure of Issue prior to Designated Date (b) 3.2.1.2 The Company Manager shall intimate in writing to the Escrow Collection Bank and/or the Lead Manager shallPublic Issue Account Bank and/or the Refund Bank and/or Sponsor Banks (with a copy to the Company), on becoming aware as appropriate, and the Registrar to the Issue of an event the occurrence of any of the events specified in Clause 3.1.3(a) or 3.2.1.1, following the receipt of the relevant information regarding such event, jointly, intimate in writing to from the Banker to the Issue and the Registrar of the occurrence of any event specified in Clause 3.1.3(a)Company, in the manner form prescribed (as set forth out in Annexure E.Schedule I hereto) 3.2.1.3 (c) On receipt of written intimation of the failure of the Issue, jointly, from the Company and the Lead Manager, the Registrar, shall forthwith, but not later than one (1) Working Day following the reconciliation of account with the Banker to the Issue, provide to the Lead Manager, the SCSBs, the Banker to the Issue and the Company a list of Applicants and the amounts to be refunded from the Refund Account to such Applicant and/ or a for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. (da) The Lead Manager, along with the Registrar Escrow Collection Bank shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies intimation from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation Manager in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.63. 2.1. 2, after notice to the Lead Managers Registrar to the Issue, Manager and the Company, Company forthwith but on the same Working Day (for instructions issued during the business hours) and in any case not later than one (1) Working DayDay from the receipt of written intimation from the Manager, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, Escrow Accounts to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance held with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has for the relevant technology/processes to ensure that refunds required to be made pursuant purpose of refunding such amounts to the failure Anchor Investors as directed by the Manager. Immediately upon the transfer of the Issue as per Clauses 3.1.3 or 3.1.4 of this Agreement, shall be remitted to the respective ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies have been transferred amounts to the Refund Account from the Allotment Account, upon the occurrence of an event of failure of Refund Bank shall appropriately confirm the same to the Registrar to the Issue. Such Beneficiaries/Applicants will be sent a refund intimation informing them about , the credit of refund, within twelve (12) Working Days after Manager and the Issue Closing Date by the RegistrarCompany.

Failure of the Issue. (a) 3.1.5.1 The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:events ("Event of Failure”): (ia) the Bank, in consultation with the Book Running Lead Managers, withdraws the Issue prior to the execution of the Underwriting Agreement in accordance with the Issue Agreement or the Red Xxxxxxx Prospectus; (b) any event due to which the process of Applications Bidding or the acceptance of Bids cannot start on start, including the dates mentioned in the Letter of Offer (including any revisions thereof) or the Issue not opening on the Bid/Issue Opening Date or not taking place for any other revised reason within 12 months from the date agreed between of the Parties receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (iic) the Issue shall have become becomes illegal or non-compliant with Applicable Law Law, or shall have been is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any judicial, statutory or regulatory authority Governmental Authority having requisite authority and jurisdiction over the Issue; (iiid) the declaration non -receipt of the intention of the Company, in consultation with the Lead Manager, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; (iv) non-receipt of any requisite regulatory approval in relation to the Issueapprovals, in a timely manner or at all, in accordance with the Applicable Laws Law or at allall including, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- disposition from each of an application for a listing and trading approval by a the Stock Exchange Exchanges within the time period specified prescribed under Applicable Laws; orLaw or such other date as may be agreed upon by the Bank and the BRLMs; (ve) the RoC Filing not being completed on or prior to the Drop Dead Date for any reason; (f) the Underwriting Agreement (if executed), or the Issue Agreement or the Fee Letter being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non-compliant with Applicable Law or their performance has been prevented injuncted or prevented by SEBI, any court or other judicial, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Issue Account, in accordance with the terms of the Agreement; (g) non-receipt of minimum subscription of 90% of the Issue in accordance with Regulation 45(1) of the SEBI ICDR Regulations; (h) non-allotment of not less than 75% of the Net Issue to the QIBs to meet the conditions as disclosed in provided under the Letter of Offer and in terms SEBI ICDR Regulations; (i) In accordance with Regulation 49(1) of the SEBI ICDR Regulations, after considering the number of Allottees being less than 1,000 (one thousand); (j) there is insufficient subscription in the Issue for complying with the requirement for minimum public shareholding, as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended; (k) The Underwriting Agreement is not executed on or prior to RoC Filing, unless the date is extended by the Promoter BRLMs, and the Promoter Group of any unsubscribed portion Bank in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, orwriting; and (vil) such other event as may be mutually agreed uponupon among the Bank and the BRLMs, in writing, by and between the Company and the Lead Manager. (b) The Company and/or the Lead Manager shall, on becoming aware of an event specified in Clause 3.1.3(a) or following receipt of the relevant information regarding such event, jointly, intimate in writing to the Banker to the Issue and the Registrar of the occurrence of any event specified in Clause 3.1.3(a), in the manner as set forth in Annexure E. (c) On receipt of written intimation of the failure of the Issue, jointly, from the Company and the Lead Manager, the Registrar, shall forthwith, but not later than one (1) Working Day following the reconciliation of account with the Banker to the Issue, provide to the Lead Manager, the SCSBs, the Banker to the Issue and the Company a list of Applicants and the amounts to be refunded from the Refund Account to such Applicant and/ or a for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. (d) The Lead Manager, along with the Registrar shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.6, after notice to the Lead Managers and the Company, forthwith but not later than one (1) Working Day, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue as per Clauses 3.1.3 or 3.1.4 of this Agreement, shall be remitted to the respective ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies have been transferred to the Refund Account from the Allotment Account, upon the occurrence of an event of failure of the Issue. Such Beneficiaries/Applicants will be sent a refund intimation informing them about the credit of refund, within twelve (12) Working Days after the Issue Closing Date by the Registrar.

Failure of the Issue. (a) 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events: (ia) any event due to which the process of Applications Bidding or the acceptance of Bids cannot start on the dates mentioned in the Letter of Offer (start, including any revisions thereof) or the Issue not opening on the Bid/ Issue Opening Date or any other revised date agreed between the Parties for any reason; (iib) the declaration of the intention of the Company to withdraw and/ or cancel the Issue at any time after the Bid/ Issue Opening Date until the Designated Date; (c) The Issue shall have become illegal or non-compliant with Applicable Law or or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to any Applicable Law or any order or direction passed by any judicial, statutory or regulatory authority having requisite authority and jurisdiction over the Issue; (iiid) the declaration of the intention of the Company, in consultation with the Lead Manager, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; (iv) nonNon-receipt of any requisite regulatory approval in relation to the Issueapprovals which can result into a material adverse change, in a timely manner or at all, in accordance with the Applicable Laws or at all, including including, the refusal by a Stock Exchange to grant the final listing and trading approval approval; (e) The Underwriting Agreement, if executed, or non- disposition the Issue Agreement or the Engagement Letters being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non-compliant with Applicable Laws or, if its performance has been prevented by SEBI, any court or other judicial, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf; (f) The number of an application Allottees being less than 1,000; (g) The RoC Filing not being completed on or prior to the Drop Dead Date for a listing and trading approval any reason; (h) Non-receipt by a Stock Exchange within the period specified Company of minimum subscription of 90% in the Fresh Issue; (i) The Underwriting Agreement is not executed on or prior to RoC Filing, unless the date is extended by the BRLM; (j) The requirement for allotment of the minimum number of Equity Shares as prescribed under Applicable LawsRule 19(2)(b) of the Securities Contracts Regulation Rules, 1957, as amended, is not fulfilled; or (vk) non-receipt of minimum subscription as disclosed in the Letter of Offer and in terms of the SEBI ICDR Regulations, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, or (vi) such Such other event as may be mutually agreed upon, in writing, by and between upon among the Company and the Lead ManagerBRLM. (b) 3.2.1.2. The Company and/or the Lead Manager shall, on becoming aware of an event specified in Clause 3.1.3(a) or following receipt of the relevant information regarding such event, jointly, BRLM shall intimate in writing to the Banker to Escrow Collection Bank and/or the Public Issue Account Bank and/or the Refund Bank and or the Sponsor Bank, as appropriate, and the Registrar of the occurrence of any of the following, in the form prescribed (as set out in Schedule I hereto): (a) An event specified in Clause 3.1.3(a)3.2.1.1, in following the manner as set forth in Annexure E. (c) On receipt of written intimation of the failure of the Issue, jointly, relevant information from the Company and as the Lead Manager, the Registrar, shall forthwith, but not later than one (1) Working Day following the reconciliation of account with the Banker to the Issue, provide to the Lead Manager, the SCSBs, the Banker to the Issue and the Company a list of Applicants and the amounts to be refunded from the Refund Account to such Applicant and/ or a for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager and agrees to render all requisite cooperation and assistance in this regard.case may be; and/or (db) The Lead Manager, along with the Registrar shall, on receipt of information as An event specified in Clause 3.1.3(b)11.2.4.1., issue instructions, as applicable if the BRLM chose to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.6, after notice to the Lead Managers and the Company, forthwith but not later than one (1) Working Day, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue as per Clauses 3.1.3 or 3.1.4 of collectively terminate this Agreement, shall be remitted to the respective ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies have been transferred to the Refund Account from the Allotment Account, upon the occurrence of an event of failure of the Issue. Such Beneficiaries/Applicants will be sent a refund intimation informing them about the credit of refund, within twelve (12) Working Days after the Issue Closing Date by the Registrar.

Failure of the Issue. (a) 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events: (ia) any Any event due to which the process of Applications bidding or the acceptance of Bids cannot start for any reason, including on or before the dates mentioned in the Letter of Offer (including any revisions thereof) or the Issue not opening on the Bid/ Issue Opening Date or any other revised date agreed between the Parties Parties; b) The RoC Filing shall not have been completed prior to the Drop Dead Date for any reason; (iic) the The Issue shall have become illegal or illegal, non-compliant with Applicable Law or or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or by any order or direction directions passed by SEBI, any court or other tribunal, judicial, statutory statutory, regulatory or regulatory government authority or body having requisite authority and jurisdiction over the Issue; (iii) the declaration of the intention of the Company, in consultation with the Lead Managerincluding, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Datewithout limitation, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; (iv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws; Law; d) The declaration of the intention of the Company in consultation with the Book Running Lead Managers to withdraw and/ or cancel the Issue at any time after the Bid/ Issue Opening Date until the date of Allotment; e) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing unless such date is otherwise extended in writing by the parties to the Underwriting Agreement or the Underwriting Agreement being terminated in accordance with its terms or having become illegal or non-compliant with Applicable Law or unenforceable for any reason or, if its performance has been injuncted or prevented by SEBI, any court or other judicial, statutory, government or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Issue Account in terms of Clause 3.2.3.1; f) The prospective number of Allottees being less than 1,000; g) any of the Fee Letter, the Issue Agreement or the Underwriting Agreement (vafter its execution) is terminated against all the Book Running Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf; h) non-receipt of any regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the listing and trading approval; i) the minimum subscription number of Equity Shares as disclosed in the Letter of Offer and in terms prescribed under Rule 19(2)(b) of the SEBI ICDR RegulationsSecurities Contracts (Regulation) Rules, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion 1957 have not been Allotted in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, or; (vij) such other event as may be mutually agreed upon, in writing, by and between upon amongst the Company and the Book Running Lead ManagerManagers, or as required under Applicable Law. (b) The Company and/or the Lead Manager shall, on 3.2.1.2. On becoming aware of an event specified in Clause 3.1.3(a) or following 3.2.1.1. upon receipt of the relevant information regarding such eventfrom the Company, jointly, the Book Running Lead Managers shall intimate in writing (in the form provided in Schedule I) to the Banker Bankers to the Issue and the Registrar of the occurrence of any such event, with a copy to the Company. Provided that, on becoming aware of the event specified in Clause 3.1.3(a), in the manner as set forth in Annexure E. 3.2.1.1 (c) On to the extent that there is refusal by Stock Exchange to grant listing and trading approval (“Stock Exchange Refusal”), the Book Running Lead Managers shall, on the same day, intimate in writing (in the form provided in Schedule I) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank and the Registrar of the occurrence of such event, with a copy to the Company. 3.2.1.3. Upon receipt of an intimation from the Book Running Lead Managers in writing as per Clause 3.2.1.2.: (a) The Escrow Collection Bank/Public Issue Account Bank, as the case may be, shall, forthwith, on the same day, and in any case, not later than one Working Day from the receipt of written intimation from the Book Running Lead Managers, transfer, with notice to the Book Running Lead Managers and the Company, any amounts standing to the credit of the failure Escrow Accounts/Public Issue Account, as the case may be, to the Refund Accounts held with the Refund Bank, in accordance with the direction received from the Book Running Lead Managers in the prescribed form set out in Schedule I. Provided that in the event of a Stock Exchange Refusal, the Escrow Collection Bank shall, on the same Working Day, or in the event the intimation is received post banking hours, on the immediate next Working Day, transfer, with notice to the Book Running Lead Managers, the Company, any amounts standing to the credit of the IssueEscrow Accounts to the Refund Account held with the Refund Bank, jointly, in accordance with the direction received from the Company and Book Running Lead Managers in the Lead Managerprescribed form Schedule I. (b) Subject to Applicable Law, the Registrar, Registrar shall forthwith, but not later than one (1) Working Day following after receipt of the intimation as per Clause 3.2.1.2. above and the reconciliation of account accounts with the Banker to Escrow Collection Bank/Public Issue Account Bank, as the Issuecase may be, provide to the Book Running Lead ManagerManagers, Escrow Collection Bank, Public Issue Account Bank, the SCSBsRefund Bank, the Banker to the Issue Sponsor Banks and the Company Company, a list of Applicants Beneficiaries and the amounts to be refunded from by the Refund Account Bank to such Applicant and/ or Beneficiaries, and/or a list of ASBA Bidders for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. (d) The Lead Manager, along with the Registrar shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of including accounts blocked through the ApplicantsUPI mechanism, or as applicable. Provided that in the event of a Stock Exchange Refusal, the Application Monies have been transferred to Registrar and Escrow Collection Bank shall undertake the Allotment Account, prior to reconciliation of accounts on the occurrence of an event of failure of same day that the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies Escrow Collection Bank transfer any amounts standing to the credit of the Allotment Account maintained with the Allotment Bank Escrow Accounts to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to Account held with the Refund Bank as set forth in Annexure J for transferring per this Clause 3.2.1.3.(b) and the monies from Registrar shall, on the same Working Day provide the list of Beneficiaries to the Book Running Lead Managers, the Refund Account Bank, the Sponsor Banks and the Company, a list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar shall prepare and deliver to the relevant Applicants. Company an estimate of the stationery that will be required for printing the refund intimations. Accordingly, the Company shall, within one (e1) The Banker to Working Day of the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and 2.1.1. shall be credited only to such Beneficiaries in accordance with Clause 3.1.6, after notice (i) the bank account from which the Bid Amount was remitted to the Lead Managers and the Company, forthwith but not later than one (1) Working Day, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the BeneficiariesEscrow Collection Bank, in accordance with Rule 11 of the procedure set forth Companies (Prospectus and Allotment of Securities) Rules, 2014 in case of Anchor Investors, and in case of ASBA Bidders, such amount shall be unblocked in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue as per Clauses 3.1.3 or 3.1.4 of this Agreement, shall be remitted to the respective same ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies have been transferred to the Refund Account from the Allotment Account, upon the occurrence of an event of failure of the Issue. Such Beneficiaries/Applicants will be sent a refund intimation informing them about the credit of refund, within twelve (12) Working Days after the Issue Closing Date by the Registrar.; and

Failure of the Issue. (a) 3.2.1.1 The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events: (ia) the Company, in consultation with the Book Running Lead Manager, withdraw the Issue prior to the execution of the Underwriting Agreement in accordance with the Issue Agreement or the Red Xxxxxxx Prospectus; (b) any event due to which the process of Applications Bidding or the acceptance of Bids cannot start on the dates mentioned in the Letter of Offer Issue Documents (including any revisions thereof) or ), including the Issue not opening on the Bid/ Issue Opening Date or any other revised date agreed between the Parties for any reason; (iic) the Issue shall have become becomes illegal or non-compliant with Applicable Law Law, or shall have been is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any judicial, statutory or regulatory authority Governmental Authority having requisite authority and jurisdiction over the Issue; (iii) the declaration of the intention of the Company, in consultation with the Lead Manager, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; (iv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the such as refusal by a Stock Exchange to grant the final listing and trading approval or non- non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws; orLaw; (vd) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all; (e) the RoC Filing not being completed on or prior to the Drop Dead Date for any reason; (f) the declaration of the intention of the Company, in consultation with the BRLM, to withdraw and/or cancel the Issue at any time including after the Bid/ Issue Opening Date and prior to the Closing Date, in accordance with Applicable Laws; (g) the Underwriting Agreement (if executed), or the Issue Agreement or the Engagement Letter being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non-receipt compliant with Applicable Laws or, if it or their performance has been prevented by SEBI, any court or other judicial, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of minimum subscription as disclosed funds into the Public Issue Account, in accordance with the Letter terms of Offer and in terms the Agreement; (h) In accordance with Regulation 49(1) of the SEBI ICDR Regulations, after considering the subscription number of Allottees being less than 1,000 (one thousand); (i) any event due to which the process of bidding or the acceptance of Bids cannot take place for any reason during the dates mentioned in the Red Xxxxxxx Prospectus (including any revisions thereof) or any other revised date mutually agreed upon among the Company and the BRLM; (j) the requirement for allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, is not fulfilled; (k) The Underwriting Agreement is not executed on or prior to RoC Filing, unless the date is extended by the Promoter BRLM, and the Promoter Group Company in writing; and (l) the failure of any unsubscribed portion in the Issue, immediately post Bid / Issue Opening Date pursuant to the Issue Closing Date or any extended Issue Closing Date, if applicable, orwithin twelve (12) months from receipt of final observations from SEBI on the Draft Red Xxxxxxx Prospectus; (vim) such other event as may be mutually agreed uponupon among the Company, and the BRLM, in writing, by and between the Company and the Lead Manager. (b) The Company and/or the Lead Manager shall, on becoming aware of an event specified in Clause 3.1.3(a) or following receipt of the relevant information regarding such event, jointly, intimate in writing to the Banker to the Issue and the Registrar of the occurrence of any event specified in Clause 3.1.3(a), in the manner as set forth in Annexure E. (c) On receipt of written intimation of the failure of the Issue, jointly, from the Company and the Lead Manager, the Registrar, shall forthwith, but not later than one (1) Working Day following the reconciliation of account with the Banker to the Issue, provide to the Lead Manager, the SCSBs, the Banker to the Issue and the Company a list of Applicants and the amounts to be refunded from the Refund Account to such Applicant and/ or a for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. (d) The Lead Manager, along with the Registrar shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.6, after notice to the Lead Managers and the Company, forthwith but not later than one (1) Working Day, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue as per Clauses 3.1.3 or 3.1.4 of this Agreement, shall be remitted to the respective ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies have been transferred to the Refund Account from the Allotment Account, upon the occurrence of an event of failure of the Issue. Such Beneficiaries/Applicants will be sent a refund intimation informing them about the credit of refund, within twelve (12) Working Days after the Issue Closing Date by the Registrar.

Failure of the Issue. (a) 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events: (ia) any event due to which the process of Applications Bidding or the acceptance of Bids cannot start on the dates mentioned in the Letter of Offer (start, including any revisions thereof) or the Issue not opening on the Bid/ Issue Opening Date or any other revised date agreed between the Parties for any reason; (iib) the declaration of the intention of the Company to withdraw and/ or cancel the Issue at any time after the Bid/ Issue Opening Date until the Designated Date; (c) The Issue shall have become illegal or non-compliant with Applicable Law or or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to any Applicable Law or any order or direction passed by any judicial, statutory or regulatory authority having requisite authority and jurisdiction over the Issue; (iiid) the declaration of the intention of the Company, in consultation with the Lead Manager, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; (iv) nonNon-receipt of any requisite regulatory approval in relation to the Issueapprovals which can result into a material adverse change, in a timely manner or at all, in accordance with the Applicable Laws or at all, including including, the refusal by a Stock Exchange to grant the final listing and trading approval approval; (e) The Underwriting Agreement, if executed, or non- disposition the Issue Agreement or the Engagement Letters being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non-compliant with Applicable Laws or, if its performance has been prevented by SEBI, any court or other judicial, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf; (f) The number of an application Allottees being less than 1,000; (g) The RoC Filing not being completed on or prior to the Drop Dead Date for a listing and trading approval any reason; (h) Non-receipt by a Stock Exchange within the period specified Company of minimum subscription of 90% in the Issue; (i) The Underwriting Agreement is not executed on or prior to RoC Filing, unless the date is extended by the BRLM; (j) The requirement for allotment of the minimum number of Equity Shares as prescribed under Applicable LawsRule 19(2)(b) of the Securities Contracts Regulation Rules, 1957, as amended, is not fulfilled; or (vk) non-receipt of minimum subscription as disclosed in the Letter of Offer and in terms of the SEBI ICDR Regulations, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, or (vi) such Such other event as may be mutually agreed upon, in writing, by and between upon among the Company and the Lead ManagerBRLM. (b) 3.2.1.2. The Company and/or the Lead Manager shall, on becoming aware of an event specified in Clause 3.1.3(a) or following receipt of the relevant information regarding such event, jointly, BRLM shall intimate in writing to the Banker to Escrow Collection Bank and/or the Public Issue Account Bank and/or the Refund Bank and or the Sponsor Bank, as appropriate, and the Registrar of the occurrence of any of the following, in the form prescribed (as set out in Schedule I hereto): (a) An event specified in Clause 3.1.3(a)3.2.1.1, in following the manner as set forth in Annexure E. (c) On receipt of written intimation of the failure of the Issue, jointly, relevant information from the Company and and/or (b) An event specified in Clause 12, if the Lead Manager, the Registrar, shall forthwith, but not later than one (1) Working Day following the reconciliation of account with the Banker BRLM chose to the Issue, provide to the Lead Manager, the SCSBs, the Banker to the Issue and the Company a list of Applicants and the amounts to be refunded from the Refund Account to such Applicant and/ or a for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager and agrees to render all requisite cooperation and assistance in terminate this regardAgreement. (da) The Lead Manager, along with the Registrar Escrow Collection Bank shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies intimation from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation BRLM in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.63.2.1.2, after notice to the Lead Managers Registrar, BRLM and the Company, Company forthwith but on the same Working Day (for instructions issued during the business hours) and in any case not later than one (1) Working DayDay from the receipt of written intimation from the BRLM, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, Escrow Account to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance held with the procedure set forth in the Letter of OfferRefund Bank. (fb) The Refund Bank, in its capacity as such, confirms that it has On receipt of intimation from the relevant technology/processes to ensure that refunds required to be made pursuant to BRLM of the failure of the Issue as per Clauses 3.1.3 or 3.1.4 of this Agreement, shall be remitted to the respective ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies have been transferred to the Refund Account from the Allotment Account, upon the occurrence of an event of failure of the Issue. Such Beneficiaries/Applicants will be sent a refund intimation informing them about the credit of refund, within twelve (12) Working Days after the Issue Closing Date by the RegistrarClause 3.

Failure of the Issue. (a) 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events: (ia) any Any event due to which the process of Applications bidding or the acceptance of Bids cannot start for any reason, including on or before the dates mentioned in the Letter of Offer (including any revisions thereof) or the Issue not opening on the Bid/ Issue Opening Date or any other revised date agreed between the Parties Parties; b) The RoC Filing shall not have been completed prior to the Drop Dead Date for any reason; (iic) the The Issue shall have become illegal or illegal, non-compliant with Applicable Law or or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or by any order or direction directions passed by SEBI, any court or other tribunal, judicial, statutory statutory, regulatory or regulatory government authority or body having requisite authority and jurisdiction over the Issue; (iii) the declaration of the intention of the Company, in consultation with the Lead Managerincluding, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Datewithout limitation, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; (iv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws; Law; d) The declaration of the intention of the Company in consultation with the Book Running Lead Manager to withdraw and/ or cancel the Issue at any time after the Bid/ Issue Opening Date until the date of Allotment; e) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing unless such date is otherwise extended in writing by the parties to the Underwriting Agreement or the Underwriting Agreement being terminated in accordance with its terms or having become illegal or non-compliant with Applicable Law or unenforceable for any reason or, if its performance has been injuncted or prevented by SEBI, any court or other judicial, statutory, government or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Issue Account in terms of Clause 3.2.3.1; f) The prospective number of Allottees being less than 1,000; g) any of the Fee Letter, the Issue Agreement or the Underwriting Agreement (vafter its execution) is terminated against all the Book Running Lead Manager/Underwriters (as the case may be) in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf; h) non-receipt of any regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the listing and trading approval; i) the minimum subscription number of Equity Shares as disclosed in the Letter of Offer and in terms prescribed under Rule 19(2)(b) of the SEBI ICDR RegulationsSecurities Contracts (Regulation) Rules, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion 1957 have not been Allotted in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, or; (vij) such other event as may be mutually agreed upon, in writing, by and between upon amongst the Company and the Book Running Lead Manager, or as required under Applicable Law. (b) The Company and/or the Lead Manager shall, on 3.2.1.2. On becoming aware of an event specified in Clause 3.1.3(a) or following 3.2.1.1. upon receipt of the relevant information regarding such eventfrom the Company, jointly, the Book Running Lead Manager shall intimate in writing (in the form provided in Schedule I) to the Banker Bankers to the Issue and the Registrar of the occurrence of any such event, with a copy to the Company. Provided that, on becoming aware of the event specified in Clause 3.1.3(a), in the manner as set forth in Annexure E. 3.2.1.1 (c) On to the extent that there is refusal by Stock Exchange to grant listing and trading approval (“Stock Exchange Refusal”), the Book Running Lead Manager shall, on the same day, intimate in writing (in the form provided in Schedule I) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank and the Registrar of the occurrence of such event, with a copy to the Company. 3.2.1.3. Upon receipt of an intimation from the Book Running Lead Manager in writing as per Clause 3. (a) The Escrow Collection Bank/Public Issue Account Bank, as the case may be, shall, forthwith, on the same day, and in any case, not later than one Working Day from the receipt of written intimation from the Book Running Lead Manager, transfer, with notice to the Book Running Lead Manager and the Company, any amounts standing to the credit of the failure of Escrow Accounts/Public Issue Account, as the Issuecase may be, jointlyto the Refund Accounts held with the Refund Bank, in accordance with the direction received from the Company and Book Running Lead Manager in the prescribed form set out in Schedule I. Provided that in the event of a Stock Exchange Refusal, the Escrow Collection Bank shall, on the same Working Day, or in the event the intimation is received post banking hours, on the immediate next Working Day, transfer, with notice to the Book Running Lead Manager, the RegistrarCompany, any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank, in accordance with the direction received from the Book Running Lead Manager in the prescribed form Schedule I. (b) Subject to Applicable Law, the Registrar shall forthwith, but not later than one (1) Working Day following after receipt of the intimation as per Clause 3.2.1.2. above and the reconciliation of account accounts with the Banker to Escrow Collection Bank/Public Issue Account Bank, as the Issuecase may be, provide to the Book Running Lead Manager, the SCSBsEscrow Collection Bank, Public Issue Account Bank, the Banker to Refund Bank, the Issue Sponsor Banks and the Company Company, a list of Applicants Beneficiaries and the amounts to be refunded from by the Refund Account Bank to such Applicant and/ or Beneficiaries, and/or a list of ASBA Bidders for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. (d) The Lead Manager, along with the Registrar shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of including accounts blocked through the ApplicantsUPI mechanism, or as applicable. Provided that in the event of a Stock Exchange Refusal, the Application Monies have been transferred to Registrar and Escrow Collection Bank shall undertake the Allotment Account, prior to reconciliation of accounts on the occurrence of an event of failure of same day that the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies Escrow Collection Bank transfer any amounts standing to the credit of the Allotment Account maintained with the Allotment Bank Escrow Accounts to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to Account held with the Refund Bank as set forth in Annexure J for transferring per this Clause 3.2.1.3(b) and the monies from Registrar shall, on the same Working Day provide the list of Beneficiaries to the Book Running Lead Manager, the Refund Account Bank, the Sponsor Banks and the Company, a list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar shall prepare and deliver to the relevant Applicants. Company an estimate of the stationery that will be required for printing the refund intimations. Accordingly, the Company shall, within one (e1) The Banker to Working Day of the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.6thereto, after notice prepare and deliver the requisite stationery for printing of refund intimations to the Lead Managers and the CompanyRegistrar’s office, forthwith but not later than one (1) Working Dayif required, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently who in turn shall immediately dispatch such intimations to the respective bank accounts of Bidders and in any event no later than the Beneficiaries, time period specified in accordance with the procedure set forth this regard in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has RHP and the relevant technology/processes to ensure that refunds required to be Prospectus. Refunds made pursuant to the failure of the Issue as per Clauses 3.1.3 or 3.1.4 of this AgreementClause 3.2.1.1, shall be credited only to (i) the bank account from which the Bid Amount was remitted to the Escrow Collection Bank, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 in case of Anchor Investors, and in case of ASBA Bidders, such amount shall be unblocked in the same ASBA Account; and (ii) the respective ASBA bank accounts of the Investors where Bidders, in case the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies amounts have been transferred to the Refund Account from the Allotment Public Issue Account; and (iii) if applicable, upon the occurrence bank account of an the Underwriters or any other person in respect of any amounts deposited by the Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and applicable UPI circulars, and shall accordingly provide all assistance in this regard, to ensure that the refunds are made within four days (or such applicable time period as may be prescribed by SEBI) in case of Stock Exchange Refusal. (c) The Refund Bank shall, forthwith but no later than one Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the Company and the Book Running Lead Manager, ensure that the transfer of the requisite amount standing to the credit of the Refund Account to the account of the Beneficiaries, in accordance with the list of Beneficiaries (and the refund amount mentioned therein) received from the Registrar pursuant to sub-clause (b) above. Provided that, in the event of failure a Stock Exchange Refusal, the Refund Bank shall transfer the requisite amounts as provided herein on the same Working Day as on receipt of list of Beneficiaries, or if such list of Beneficiaries is received post banking hours, on the Issueimmediately following Working Day. Such Beneficiaries/Applicants Beneficiaries will be sent a refund intimation letter by the Registrar, through ordinary post informing them about the mode of credit of refund, refund within twelve (12) three Working Days after the Bid/ Issue Closing Date Date, or any other period as prescribed under Applicable Law by the Registrar. (d) Save and except for the terms and conditions of this Agreement and the Issue Documents, the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall not be bound by the provisions of any other agreement or arrangement among the other Parties to this Agreement to which they are not a party. (e) The Registrar, the Escrow Collection Bank, Public Issue Account Bank, Sponsor Banks and the Refund Bank agree to be bound by any instructions in writing from the Book Running Lead Manager and also agree to render all requisite cooperation and assistance in this regard.

Failure of the Issue. (a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events: (i) any event due to which the process of Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the Issue not opening on the Issue Opening Date or any other revised date agreed between the Parties for any reason;; or (ii) the Issue shall have become illegal or non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any judicial, statutory or regulatory authority having requisite authority and jurisdiction over the Issue;; or (iii) the declaration of the intention of the Company, in consultation with the Lead ManagerManagers, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder;; or (iv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws Law or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable LawsLaw; or (v) non-receipt of minimum subscription (in case applicable), as disclosed in the Letter of Offer and in terms of the SEBI ICDR Regulations, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the IssueRights Issue Relaxation Circulars, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, ; or (vi) such other event as may be agreed upon, in writing, by and between the Company and the Lead Manager. (b) The Company and/or and the Lead Manager Managers shall, on becoming aware of an event specified in Clause 3.1.3(a3.2.4(a) or following receipt of the relevant information regarding such event, jointly, intimate in writing to the Banker to the Issue and the Registrar of the occurrence of any event specified in Clause 3.1.3(a3.2.4(a), in the manner as set forth in Annexure E.F. (c) On receipt of written intimation of the failure of the Issue, jointly, from the Company and the Lead ManagerManagers, the Registrar, shall forthwith, but not later than one (1) Working Business Day following the reconciliation of account accounts with the Banker to the Issue, provide to the Lead ManagerManagers, the SCSBs, the Banker to the Issue and the Company (i) a list of ASBA and non- ASBA Applicants and the amounts to be refunded from the Refund Account and/or unblocked, as applicable, to such Applicant and/ or a for unblocking of ASBA and non-ASBA Applicants, in the event Application Monies has not been transferred to the Allotment Account; and (ii) a list of Beneficiaries and the amounts to be refunded to such Beneficiaries, in the relevant ASBA Accountsevent Application Monies has been transferred to the Allotment Account. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager Managers and agrees to render all requisite cooperation and assistance in this regard. (d) The Company and the Lead ManagerManagers, jointly, along with the Registrar shall, on receipt of information as specified in Clause 3.1.3(b3.2.4(b), issue instructions, as applicable (i) to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants; (ii) to the Escrow Collection Bank, or in the manner set forth in Annexure I for transferring the monies standing to the credit of the Escrow Account maintained with it to the Refund Account maintained with the Refund Bank; and/or (iii) in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an any event of failure of the Issue, to the Banker to Allotment Bank along with the IssueRegistrar, in the manner set forth in Annexure I E for transferring the Application Monies Issue Amount standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager Registrar with a copy to the Company and the RegistrarLead Managers, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant ApplicantsBeneficiaries. (e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a3.2.4(b) and upon receipt of the list of Beneficiaries and/or ASBA Applicants, as applicable and the amounts to be refunded refunded/unblocked to such Beneficiaries and/or ASBA Applicant in accordance with Clause 3.1.63.2.4(c), after notice to the Lead Managers and the Company, forthwith but not later than one (1) Working Business Day, ensure the transfer of any amounts standing to the credit of the Escrow Account and/or the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant ensure (g) The Banker to the failure Issue shall be discharged of its legal obligations under this Agreement only if it has acted in a bona-fide manner and in good faith in accordance with the Issue as per Clauses 3.1.3 or 3.1.4 terms of this Agreement, the Letter of Offer and Applicable Law. In the event that any of the Banker to the Issue cause delay in the implementation of any instructions or the performance of its respective obligations set forth in this Agreement, it shall be remitted liable for such damages as may be incurred or claimed against any Party and for any costs, charges and expenses resulting from such delay or in relation to any claim, demand, suit or other proceeding instituted against the respective ASBA bank accounts of Company, the Investors where Lead Managers, and/or the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies have been transferred to the Refund Account from the Allotment Account, upon the occurrence of an event of failure of the Issue. Such Beneficiaries/Applicants will be sent a refund intimation informing them about the credit of refund, within twelve (12) Working Days after the Issue Closing Date Registrar by the Registrarany Applicant or any other Party or any fine or penalty imposed by any Governmental Authority.

Failure of the Issue. (a) 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events: (ia) The Bid/ Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (b) Any event due to which the process of Applications bidding or the acceptance of Bids cannot start on the dates mentioned in the Letter of Offer Red Xxxxxxx Prospectus (including any revisions thereof); (c) or The RoC Filing not having been completed prior to the Issue not opening on the Issue Opening Drop Dead Date or any other revised date agreed between the Parties for any reason; (iid) the The Issue shall have become illegal or illegal, non-compliant with Applicable Law or or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or by any order or direction directions passed by SEBI, any court or other tribunal, judicial, statutory statutory, regulatory or regulatory authority Governmental Authority or body having requisite authority and jurisdiction over the Issue; (iii) the declaration of the intention of the Company, in consultation with the Lead Managerincluding, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Datewithout limitation, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; (iv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws; orLaw and any approval from the Stock Exchanges that may be required for the deposit of the Issued Shares in the Escrow Demat Account for a period beyond six months from the Deposit Date; (ve) The declaration of the intention of the Company, in consultation with the BRLMs to withdraw and/ or cancel the Issue at any time after the Bid/ Issue Opening Date until the Designated Date or if the Issue is withdrawn by the Company, in consultation with the BRLMs prior to the execution of Underwriting Agreement in accordance with the Red Xxxxxxx Prospectus; (f) Failure to enter into the Underwriting Agreement on or prior to filing of the Prospectus with the RoC unless such date is otherwise extended in writing by the parties to the Underwriting Agreement or the Underwriting Agreement being terminated in accordance with its terms or having become illegal or non-receipt compliant with Applicable Law or unenforceable for any reason or, if its performance has been injuncted or prevented by SEBI, any court or other judicial, statutory, government or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of minimum subscription as disclosed in funds into the Letter of Offer and Public Issue Account in terms of Clause 3.2.3.1; (g) The number of Allottees being less than 1,000 (“Minimum Subscription Failure”); (h) There is failure to comply with the SEBI ICDR Regulations, after considering requirements of (i) the minimum subscription by of 90% of the Promoter Fresh Issue; and the Promoter Group (ii) allotment of any unsubscribed portion at least such number of Equity Shares in the IssueIssue as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, or1957; (vii) such Such other event as may be agreed upon, in writing, by and between among the Company and the Lead ManagerBRLMs; or (j) Any of the Engagement Letter, the Issue Agreement is terminated against all the BRLMs/Underwriters (as the case may be) in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory, quasi-judicial, administrative and/or regulatory authority having requisite authority and jurisdiction in this behalf. (b) The Company and/or the Lead Manager shall, on 3.2.1.2. On becoming aware of an event specified in Clause 3.1.3(a) 3.2.1.1 or following upon receipt of the relevant information regarding such eventfrom the Company, jointlywhichever is earlier, the BRLMs shall intimate in writing (in the form provided in Schedule IX) to the Banker to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank and the Registrar of the occurrence of any event specified in Clause 3.1.3(a)such event, with a copy to the Company. Provided that in the manner event of a Minimum Subscription Failure or a Stock Exchange Refusal, the BRLMs shall as set forth soon as reasonably possible and in Annexure E.any event, on the same day, intimate in writing (in the form provided in Schedule IX) to the Escrow Collection Banks, Refund Bank, Public Issue Account Bank and the Registrar of the occurrence of such event, with a copy to the Company. 3.2.1.3. Upon receipt of an intimation from the BRLMs in writing as per Clause 0. (ca) On receipt of written intimation of The Escrow Collection Bank/Public Issue Account Bank, as the failure of the Issuecase may be, jointlyshall, from the Company and the Lead Manager, the Registrar, shall forthwith, but on the same day, and in any case, not later than one (1) Working Day following from the receipt of such written intimation from the BRLMs, transfer, with notice to the BRLMs and the Company, any amounts standing to the credit of the Escrow Accounts/Public Issue Account, as the case may be, to the Refund Account held with the Refund Bank, in accordance with the direction received from the BRLMs in the prescribed form set out in Schedule IX. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post banking hours, on the immediate next Working Day, transfer, with notice to the BRLMs and the Company, any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank, in accordance with the direction received from the BRLMs in the prescribed form set out in Schedule IX. (b) Subject to Applicable Law, the Registrar shall forthwith, and on the same Working Day after receipt of the intimation as per Clause 3.2.1.2 above and the reconciliation of account accounts with the Banker to Escrow Collection Bank/ Public Issue Account Bank, as the Issuecase may be, provide to the Lead ManagerBRLMs, the Refund Bank, the Sponsor Banks, the SCSBs, the Banker to the Issue and the Company Company, a list of Applicants Beneficiaries and the amounts to be refunded from by the Refund Bank to such Beneficiaries and a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Registrar shall forthwith undertake the reconciliation of accounts on the same Working Day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(a) above, and the Registrar shall, on the same day provide the list of beneficiaries to the BRLMs, the Refund Bank, the Sponsor Banks, the SCSBs and the Company, and the amounts to be refunded by the Refund Bank to such Applicant and/ or Beneficiaries and a list of ASBA Bidders for unblocking of the Application Monies in ASBA Accounts including accounts blocked through the relevant ASBA AccountsUPI mechanism, as applicable. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager BRLMs and agrees to render all requisite cooperation and assistance in this regard. (d) The Lead Manager, along with the Registrar shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.6, after notice to the Lead Managers and the Company, forthwith but not later than one (1) Working Day, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be Refunds made pursuant to the failure of the Issue as per Clauses 3.1.3 or 3.1.4 of this AgreementClause 3.2.1.1, shall be credited only to (i) the bank account from which the Bid Amount was remitted to the Escrow Collection Bank, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 in case of Anchor Investors, and in case of ASBA Bidders, such amount shall be unblocked in the same ASBA Account; (ii) the respective ASBA bank accounts of the Investors where Bidders, in case the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies amounts have been transferred to the Refund Account from the Allotment Public Issue Account; and (iii) if applicable, upon the occurrence bank account of an event the Underwriters or any other person in respect of any amounts deposited by the Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and applicable SEBI circulars, including the SEBI Refund Circulars, and shall accordingly provide all assistance in this regard in terms of the UPI Circulars and the SEBI Refund Circulars, to ensure that the refunds are made within four days in case of Minimum Subscription Failure and Stock Exchange Refusal. The Refund Bank confirms that it has the required technology and processes to ensure that refunds are made pursuant to the failure of the IssueIssue in accordance with Clause 3.2.1.1 of this Agreement. (c) The Refund Bank shall, forthwith but no later than one Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the Company and the BRLMs, transfer the requisite amount to the account of the Beneficiaries, in accordance with the list of Beneficiaries (and the refund amount mentioned therein) received from the Registrar pursuant to sub-clause (b) above. Provided that, in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as on receipt of list of beneficiaries, or if such list of beneficiaries is received post banking hours, on the immediately following Working Day. Such Beneficiaries/Applicants Beneficiaries will be sent a refund intimation letter by the Registrar, through ordinary post informing them about the mode of credit of refund, refund within twelve (12) six Working Days after the Bid/ Issue Closing Date Date, or any other period as prescribed under Applicable Law, by the Registrar. The Refund Bank shall within two Working Days, prepare and deliver the requisite stationery for printing of refund warrants to the Registrar, who in turn shall immediately dispatch such refund warrants to the respective Beneficiaries and in any event no later than six Working Days from the Bid/Issue Closing Date, or any other period as prescribed under Applicable Law. (d) Save and except for the terms and conditions of this Agreement and the Issue Documents, the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall not be bound by the provisions of any other agreement or arrangement among the other Parties to this Agreement to which the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks, respectively, are not a party. (e) The Registrar, the Escrow Collection Bank, Public Issue Account Bank, Sponsor Banks and the Refund Bank agree to be bound by any instructions in writing from the BRLMs and also agree to render all requisite cooperation and assistance required in this regard.

Failure of the Issue. (a) 3.2.1.1 The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:events (“Event of Failure”): (i) a. the RoC Filing not being completed on or prior to the Drop Dead Date, for any reason; b. the Bid/ Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; c. any event due to which the process of Applications Bidding or the acceptance of Bids cannot start or take place, on the dates mentioned in the Letter of Offer Red Xxxxxxx Prospectus (including any revisions thereof) ), including the Bid/Issue Opening Date not taking place for any reason on or before the Issue not opening on the Bid/Issue Opening Date or any other revised date mutually agreed upon between among the Parties for any reasonCompany and the Book Running Lead Managers; (ii) d. the Issue shall have become illegal illegal, or non-compliant with Applicable Law or or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any judicial, statutory or regulatory authority Governmental Authority having requisite authority and jurisdiction over the Issue; e. non-receipt of any regulatory approvals in connection with the Issue, in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from the Stock Exchanges within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the Book Running Lead Managers (iii) “Stock Exchange Refusal”); f. the declaration of the intention of the Company, Company in consultation with the Book Running Lead ManagerManagers, to withdraw and/or cancel and/or abandon the Issue at any time including after the Bid/Issue Opening Date but prior to and until the Transfer Closing Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; (iv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with Applicable Law; g. the Applicable Laws Underwriting Agreement (if executed), or at all, including the refusal by a Stock Exchange to grant Issue Agreement or the final listing and trading approval Engagement Letter being terminated in accordance with its terms or non- disposition of an application having become illegal or unenforceable for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws; or (v) any reason or non-receipt compliant with Applicable Law or, if its or their performance has been prevented by SEBI, any court or other Governmental Authority or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of minimum subscription as disclosed funds into the Public Issue Account, in accordance with this Agreement; h. the Letter Underwriting Agreement not having been executed on or prior to the date of Offer RoC Filing of the Prospectus, unless such date is otherwise extended in writing by the Company and the Book Running Lead Managers; i. in terms accordance with Regulation 49(1) of the SEBI ICDR Regulations, after considering the subscription by number of Allottees being less than 1,000 (one thousand) (“Minimum Subscription Failure”); j. the Promoter and requirement for allotment of the Promoter Group minimum number of any unsubscribed portion in Equity Shares as prescribed under Rule 19(2)(b) of the IssueSCRR, immediately post not being fulfilled; k. the failure to list the Equity Shares pursuant to the Issue Closing Date or any extended within twelve (12) months from receipt of final observations from SEBI on the Draft Red Xxxxxxx Prospectus; l. at least 90% of the Issue Closing Date, if applicable, or (vi) not being subscribed; and m. such other event as may be mutually agreed upon, in writing, by and between upon among the Company and the Book Running Lead ManagerManagers. (b) The Company and/or the Lead Manager shall, on becoming aware of an event specified in Clause 3.1.3(a) or following receipt of the relevant information regarding such event, jointly, intimate in writing to the Banker to the Issue and the Registrar of the occurrence of any event specified in Clause 3.1.3(a), in the manner as set forth in Annexure E. (c) On receipt of written intimation of the failure of the Issue, jointly, from the Company and the Lead Manager, the Registrar, shall forthwith, but not later than one (1) Working Day following the reconciliation of account with the Banker to the Issue, provide to the Lead Manager, the SCSBs, the Banker to the Issue and the Company a list of Applicants and the amounts to be refunded from the Refund Account to such Applicant and/ or a for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. (d) The Lead Manager, along with the Registrar shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.6, after notice to the Lead Managers and the Company, forthwith but not later than one (1) Working Day, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue as per Clauses 3.1.3 or 3.1.4 of this Agreement, shall be remitted to the respective ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies have been transferred to the Refund Account from the Allotment Account, upon the occurrence of an event of failure of the Issue. Such Beneficiaries/Applicants will be sent a refund intimation informing them about the credit of refund, within twelve (12) Working Days after the Issue Closing Date by the Registrar.

Failure of the Issue. (a) 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events: (ia) The Bid/ Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (b) Any event due to which the process of Applications bidding or the acceptance of Bids cannot start on the dates mentioned in the Letter of Offer Red Xxxxxxx Prospectus; (including any revisions thereofc) or The RoC Filing not having been completed prior to the Issue not opening on the Issue Opening Drop Dead Date or any other revised date agreed between the Parties for any reason; (iid) the The Issue shall have become illegal or non-compliant with Applicable Law Law, or shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, unenforceable including pursuant to any Applicable Law or any order or direction passed by any judicial, statutory or regulatory authority Governmental Authority having requisite authority and jurisdiction over the Issue; (iii) the declaration of the intention of the Company, in consultation with the Lead Managerincluding, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Datewithout limitation, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; (iv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable LawsLaws (“Stock Exchange Refusal”); (e) The declaration of the intention of the Company in consultation with the BRLM to withdraw and/ or cancel the Issue at any time after the Bid/ Issue Opening Date until the Designated Date or if the Issue is withdrawn by the Company, in consultation with the BRLM prior to the execution of Underwriting Agreement in accordance with the Red Xxxxxxx Prospectus; (f) Non-receipt of any regulatory approvals in a timely manner in accordance with the Applicable Laws or at all; (g) Failure to enter into the Underwriting Agreement on or prior to filing of the Prospectus with the RoC unless such date is otherwise extended in writing by the parties to the Underwriting Agreement or the Underwriting Agreement being terminated in accordance with its terms or having become illegal or non- compliant with Applicable Laws or unenforceable for any reason or, if its performance has been injuncted or prevented by SEBI, any court or other judicial, statutory, government or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Issue Account in terms of Clause 3.2.3.1; (h) Failure to comply with the requirements of the number of Allottees in the Issue being at least 1,000 or minimum subscription of 90% of the Fresh Issue (“Minimum Subscription Failure”); (i) Failure to comply with the requirements of allotment of at least such number of Equity Shares in the Issue as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulations) Rules, 1957 (“SCRR”); (j) Any of the Engagement Letter, the Issue Agreement and/or the Underwriting Agreement (after its execution) is rescinded or terminated against all the BRLM/Underwriters (as the case may be) in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory, quasi-judicial, administrative and/or regulatory authority having requisite authority and jurisdiction in this behalf; or (vk) non-receipt of minimum subscription as disclosed in the Letter of Offer and in terms of the SEBI ICDR Regulations, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, or (vi) such Such other event as may be agreed upon, in writing, by and between among the Company and the Lead ManagerBRLM. (b) The Company and/or the Lead Manager shall, on 3.2.1.2. On becoming aware of an event specified in Clause 3.1.3(a) 3.2.1.1 or following upon receipt of the relevant information regarding such eventfrom the Company, jointly, the BRLM shall intimate in writing (in the form provided in Schedule IX) to the Banker to the Issue and the Registrar of the occurrence of such event, with a copy to the Company. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the BRLM shall as soon as reasonably possible and in any event specified event, on the same day, intimate in writing (in the form provided in Schedule IX) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar of the occurrence of such event, with a copy to the Company. 3.2.1.3. Upon receipt of an intimation from the BRLM in writing as per Clause 3.1.3(a)0. (a) The Escrow Collection Bank or the Public Issue Account Bank, as the case may be, shall, forthwith, on the same day, and in any case, not later than one Working Day from the receipt of such written intimation from the BRLM, transfer, with notice to the BRLM, and the Company, any amounts standing to the credit of the Escrow Accounts or Public Issue Account, as the case may be, to the Refund Account held with the Refund Bank, in accordance with the manner as direction received from the BRLM in the prescribed form set forth out in Annexure E.Schedule (cb) On receipt of written intimation of the failure of the Issue, jointly, from the Company and the Lead ManagerSubject to Applicable Law, the Registrar, Registrar shall forthwith, but not later than one (1) Working Day following after receipt of the intimation as per Clause 3.2.1.2 above and the reconciliation of account accounts with the Banker to Escrow Collection Bank or the IssuePublic Issue Account Bank, as the case may be, provide to the Lead ManagerBRLM, the Refund Bank, the Sponsor Banks, the SCSBs, the Banker to the Issue and the Company a list of Applicants Beneficiaries and the amounts to be refunded from by the Refund Bank to such Beneficiaries and a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Registrar shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(a) above, and the Registrar shall, on the same day provide the list of beneficiaries to the BRLM, the Refund Bank, the Sponsor Banks, the SCSBs and the Company, and the amounts to be refunded by the Refund Bank to such Applicant and/ or Beneficiaries and a list of ASBA Bidders for unblocking of the Application Monies in ASBA Accounts including accounts blocked through the relevant ASBA AccountsUPI mechanism, as applicable. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager BRLM and agrees to render all requisite cooperation and assistance in this regard. (d) The Lead Manager, along with the Registrar shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue, to the Banker to the Issue, in the manner set forth in Annexure I for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager and the Registrar, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.6, after notice to the Lead Managers and the Company, forthwith but not later than one (1) Working Day, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be Refunds made pursuant to the failure of the Issue as per Clauses 3.1.3 or 3.1.4 of this AgreementClause 3.2.1.1, shall be credited only to (i) the bank account from which the Bid Amount was remitted to the Escrow Collection Bank, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 in case of Anchor Investors, and in case of ASBA Bidders, such amount shall be unblocked in the same ASBA Account; (ii) the respective ASBA bank accounts of the Investors where Bidders, in case the Application Money was blocked for Applications under the ASBA process and in the event the Application Monies amounts have been transferred to the Refund Account from the Allotment Public Issue Account; and (iii) if applicable, upon the occurrence bank account of an event the Underwriters or any other person in respect of any amounts deposited by the Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and applicable SEBI circulars, including the SEBI Refund Circular, and shall accordingly provide all assistance in this regard in terms of the UPI Circulars and the SEBI Refund Circular, to ensure that the refunds are made within four days in case of Minimum Subscription Failure and Stock Exchange Refusal. The Refund Bank confirms that it has the required technology and processes to ensure that refunds are made pursuant to the failure of the IssueIssue in accordance with Clause 3.2.1.1 of this Agreement. (c) The Refund Bank shall, forthwith but no later than one Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the Company and BRLM, transfer the requisite amount to the account of the Beneficiaries, in accordance with the list of Beneficiaries (and the refund amount mentioned therein) received from the Registrar pursuant to sub-clause (b) above. Provided that, in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as on receipt of list of beneficiaries, or if such list of beneficiaries is received post banking hours, on the immediately following Working Day. Such Beneficiaries/Applicants Beneficiaries will be sent a refund intimation letter through electronic mail on the date of the remittance and through registered post by the Registrar informing them about the mode of credit of refundrefund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NACH/NEFT/RTGS /direct credit, the Refund Bank shall inform the Book Running Lead Manager forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the Book Running Lead Manager. The Refund Bank shall act in accordance with the written instructions of the Book Running Lead Manager for the issuance of these instruments. Physical refunds (if any) shall also be the responsibility of the Refund Bank. Beneficiaries will also be sent a letter by the Registrar, through ordinary post informing them about the mode of credit of refund within twelve (126) six Working Days after the Bid/ Issue Closing Date by the Registrar. The Refund Bank shall within (2) two Working Days, prepare and deliver the requisite stationery for printing of refund warrants to the Registrar, who in turn shall immediately dispatch such refund warrants to the respective Beneficiaries and in any event no later than (6) six Working Days from the Bid/Issue Closing Date. (d) Save and except for the terms and conditions of this Agreement and the Offer Documents, the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall not be bound by the provisions of any other agreement or arrangement among the other Parties to this Agreement to which the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank, respectively, are not a party. (e) Each of the Registrar, the Escrow Collection Bank, Public Issue Account Bank, Sponsor Bank, and the Refund Bank agree to be bound by any instructions in writing from the BRLM and also agree to render all requisite cooperation and assistance required in this regard.

Failure of the Issue. (a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events: (i) any event due to which the process of Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the Issue not opening on the Issue Opening Date or any other revised date agreed between the Parties for any reason; (ii) the Issue shall have become illegal or non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any judicial, statutory or regulatory authority having requisite authority and jurisdiction over the Issue; (iii) the declaration of the intention of the Company, in consultation with the Lead Manager, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; (iv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws; or (v) non-receipt of minimum subscription as disclosed in the Letter of Offer and in terms of the SEBI ICDR RegulationsRights Issue Circulars, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable (vi) non-receipt of any regulatory approvals in a timely manner in accordance with the Applicable Law or at all, including, the listing and trading approval; or (vivii) such other event as may be agreed upon, in writing, by and between the Company and the Lead Manager. (b) The Company and/or and the Lead Manager shall, on becoming aware of an event specified in Clause 3.1.3(a3.1.2(a) or following receipt of the relevant information regarding such event, jointly, intimate in writing to the Banker to the Issue and the Registrar of the occurrence of any event specified in Clause 3.1.3(a3.1.2(a), in the manner as set forth in Annexure E.F. (c) On receipt of written intimation of the failure of the Issue, jointly, from the Company and the Lead Manager, the Registrar, shall forthwith, but not later than one (1) Working Day following the reconciliation of account accounts with the Banker to the Issue, provide to the Lead Manager, the SCSBs, the Banker to the Issue and the Company a list of Applicants and the amounts to be refunded from the Refund Account to such Applicant and/ or a for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the Company and the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. (d) The Lead Manager, along with the Registrar shall, on receipt of information as specified in Clause 3.1.3(b3.1.2(a), issue instructions, as applicable (i) to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or ; and/or (ii) in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue, to the Banker to the Issue, in the manner set forth in Annexure I E for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Lead Manager and along with the Registrar, shall issue instructions to the Refund Bank as set forth in Annexure J I for transferring the monies from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.1.63.1.5, after notice to the Lead Managers Manager and the Company, forthwith but not later than one (1) Working Day, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue as per Clauses 3.1.2 or 3.1.3 or 3.1.4 of this Agreement, shall be remitted to the respective ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process and Accounts, in the event the Application Monies have been transferred to the Refund Account from the Allotment Account, upon the occurrence of an event of failure of the Issue. Such Beneficiaries/Applicants will be sent a refund intimation (by way of an email) informing them about the credit of refund, within twelve (12) Working Days after the Issue Closing Date by the Registrar.