Common use of Failure of the Offer Clause in Contracts

Failure of the Offer. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: a) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d) The Offer shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; e) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; l) such other event as may be mutually agreed upon amongst the Company and the Lead Managers, or as required under Applicable Law.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events:events (“Event of Failure”): (a) The Bid / the Bid/ Offer Opening Date not taking place for any reason within 12 90 days from the date of filing the Red Xxxxxxx Prospectus with the RoC; (b) If the opening of the Offer does not take place within twelve (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(c) Any any event due to which the process of bidding or the acceptance of Bids cannot start or take place, including the Bid/Offer Opening Date not taking place for any reason, including reason on or before the Bid/Offer Opening Date or any other revised date agreed between amongst the PartiesCompany, each of the Selling Shareholders and the BRLMs; c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; (d) The the Offer shall have become illegal, non-compliant with Applicable Law illegal or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by pursuant to any Applicable Law, order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; e) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction over the Offer; (e) the RoC Filing not being completed on or prior to the Drop Dead Date for any reason or withdrawn for any reason; (f) non-receipt of any regulatory approvals, in a timely manner in accordance with the Applicable Law or at all, including, the final listing and trading approval and any other approval from the Stock Exchanges within the time period prescribed under Applicable Law or such other date a may be agreed upon by the Company, each of the Selling Shareholders and the BRLMs; (g) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the BRLMs, to withdraw and/or cancel and/or abandon the Offer at any time including after the Bid/Offer Opening Date and prior to the Closing Date in accordance with the Offer Agreement and Applicable Law; (h) the Underwriting Agreement (if executed), or the Offer 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, if it’s or their performance has been prevented by SEBI, Governmental Authority, any court or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with this Agreement; k(i) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, the number of Allottees being less than 1,000 (one thousand); (j) the requirement for allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) RulesSCRR, 1957 have is not been Allotted in the Offerfulfilled; (k) the Underwriting Agreement not having been executed on or prior to the date of RoC Filing of the Prospectus, unless such date is otherwise extended in writing by the Company, each of the Selling Shareholders and the BRLMs, in writing; or (l) such other event as may be mutually agreed upon amongst the Company Company, each of the Selling Shareholders and the Lead ManagersBRLMs, or as required under Applicable Lawin writing.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of the occurrence of any one of the following events: a(i) The Bid / Offer 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 bidding Bidding or the acceptance of Bids cannot start for any reasonstart, including on or before the Bid/Offer Opening Date or any other revised date agreed between the PartiesParties for any reason; c(ii) The the declaration of the intention of the Company and/or the Selling Shareholders, in consultation with the Book Running Lead Managers, to withdraw from and/or cancel the Offer at any time after the Bid/Offer Opening Date until the date of Allotment; (iii) if the Company and Selling Shareholders, in consultation with the Book Running Lead Managers, withdraw the Offer prior to the execution of Underwriting Agreement in accordance with the Offer Agreement and the Red Xxxxxxx Prospectus; (iv) 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, the Fee Letter, the Offer 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 Offer Account in terms of Clause 3.2; (v) the RoC Filing does not having been completed occur on or prior to the Drop Dead Date for any reason; d(vi) The Offer shall have become illegal, non-compliant receipt of any regulatory approvals for the Offer in a timely manner in accordance with Applicable Law oror at all, shall including, the listing and trading approval (vii) in case of a failure to receive (i) minimum subscription of 90% of the Fresh Issue as of the Bid/Offer Closing Date; or (ii) failure to receive such subscription that would enable the post-Offer equity shareholding of any shareholder in the Company to be not more than 24.9%. (viii) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; (ix) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, the minimum number of prospective Allottees to whom the Equity Shares are Allotted is less than 1,000 (“Minimum Subscription Failure”); (x) the Offer becomes illegal or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, including without without limitation, refusal by a Stock Exchange to grant the 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 LawLaws and any approval from the Stock Exchanges that may be required for the deposit of the Offered Shares in the Escrow Demat Account for a period beyond six months from the Deposit Date (“Stock Exchange Refusal”); or (xi) in case of a failure to Allot at least 75% of the Offer to Qualified Institutional Buyers; e(xii) The declaration occurrence of the intention long stop date that is the earlier of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until (i) 45 days from the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number approval by each of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as Blue Chandra and GSIHAL of the Bid / Offer Closing Date; iprice band proposed by the Company in writing; or (ii) The Company, the date on which Blue Chandra and/or GSIHAL declines in consultation with writing the Lead Managers, withdraws price band for the Offer prior proposed by the Company in writing; or (iii) the date on which the Board, or a committee thereof, decides to not undertake the execution Offer or to withdraw any offer document (including the draft red xxxxxxx prospectus) filed in respect of the Underwriting Agreement Offer; or (iv) the expiry of 9 (nine) months from the date of filing the draft red xxxxxxx prospectus with SEBI in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any respect of the Engagement Letter, the Offer Agreement or the Underwriting Agreement Offer. (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; lxiii) such other event as may be mutually agreed upon in writing amongst the Company, each of the Selling Shareholders and the Book Running Lead Managers. 3.2.1.2 The Book Running Lead Managers either (i) on becoming aware of an event specified in Clause 3.2.1.1, or (ii) on the receipt of the relevant information from the Company or the Selling Shareholders, as the case may be, regarding such an event as mentioned in Clause 3.2.1.1, whichever is earlier, shall intimate in writing to the Bankers to the Offer and the Registrar (with a copy to the Company and the Selling Shareholders), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B). 3.2.1.3 On receipt of intimation of the failure of the Offer from the Book Running Lead Managers in accordance with Clause 3.2.1.2 of this Agreement, the Registrar shall, within one (1) Working Day from such receipt, after issuing notice to the Company and each of the Selling Shareholders, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, (which shall be completed within one (1) Working Day after the receipt of intimation of failure of the Offer) provide to the Book Running Lead Managers, Escrow Collection Bank, Public Offer Account Bank, the Refund Bank, the Sponsor Banks, the Company and each of the Selling Shareholders, 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. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Registrar and Escrow Collection Bank shall undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfer any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as required under Applicable Law.per this Clause 3.2.1.3.(b) and the Registrar shall, on the same Working Day provide the list of Beneficiaries to the Book Running Lead Managers, the Refund Bank, the Sponsor Banks, the Company and each of the Selling Shareholders, 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 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

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: a) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; cb) The RoC Filing shall not having have been completed prior to the Drop Dead Date for any reason; dc) The Offer shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority government authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; ed) The declaration of the intention of the CompanyCompany and the Selling Shareholders, in consultation with the Lead Managers BRLMs to withdraw and/ or cancel the Offer and /or abandon the Offer at any time after the Bid/ Offer Opening Date until the date of AllotmentAllotment or if the Offer is withdrawn prior to execution of the Underwriting Agreement in accordance with the Red Xxxxxxx Prospectus; fe) Failure to enter into the Underwriting Agreement on or prior to filing of the Prospectus with the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription unless such date is not received otherwise extended in writing by the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior parties to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is being terminated against all the Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes having become illegal or non-compliant with Applicable Law or unenforceable for any reason or, in the event that if its performance has been injuncted or prevented by SEBI, any Governmental Authority court or other judicial, statutory, government or regulatory body or tribunal having requisite authority and jurisdiction in this behalf; k) , prior to the minimum number transfer of Equity Shares as prescribed under Rule 19(2)(b) funds into the Public Offer Account in terms of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; l) such other event as may be mutually agreed upon amongst the Company and the Lead Managers, or as required under Applicable Law.Clause

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) The Bid / Offer 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 bidding Bidding or the acceptance of Bids cannot start for any reasonstart, including the Offer not opening on or before the Bid/Bid/ Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date Parties for any reason; d(b) the declaration of the intention of the Company to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the Designated Date; (c) The Offer shall have become illegal, non-compliant with Applicable Law illegal or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to any Applicable Law or order or direction passed by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, statutory or regulatory or Governmental Authority or body authority having requisite authority and jurisdiction over the Offer; (d) Non-receipt of any regulatory approvals which can result into a material adverse change, in a timely manner in accordance with the Applicable Laws or at all, including, without limitation, refusal by a Stock Exchange to grant the 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 Lawapproval; (e) The declaration of the intention of the CompanyUnderwriting Agreement, in consultation with the Lead Managers to withdraw and/ if executed, or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is Letters being terminated against all the Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes having become illegal or unenforceable for any reason or, in the event that non-compliant with Applicable Laws or, if its performance has been prevented by SEBI, any Governmental Authority court or other judicial, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf; k(f) The number of Allottees being less than 50; (g) Non-receipt by the Company of minimum subscription of 90% in the Fresh Issue; (h) The Underwriting Agreement is not executed on or prior to RoC Filing, unless the date is extended by the BRLM; (i) The requirement for allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Regulation Rules, 1957 have 1957, as amended, is not been Allotted in the Offer;fulfilled; or l(j) such Such other event as may be mutually agreed upon amongst among the Company and the Lead ManagersBRLM. 3.2.1.2. The BRLM shall intimate in writing to the Escrow Collection Bank and/or the Public Offer Account Bank and/or the Refund Bank and or the Sponsor Bank, or as required under Applicable Lawappropriate, and the Registrar of the occurrence of any of the following, in the form prescribed (as set out in Schedule I hereto) to transfer the fund from Escrow Collection account to the Refund account: (a) An event specified in Clause 3.2.1.1, following the receipt of the relevant information from the Company and/or (b) An event specified in Clause 12.2.5.1., if the BRLM chose to terminate this Agreement. (a) The Escrow Collection Bank shall, on receipt of an intimation from the BRLM in writing as per Clause 3.2.1.2, after notice to the Registrar, BRLM and the Company forthwith on the same Working Day (for instructions issued during the business hours) and in any case not later than one Working Day from the receipt of written intimation from the BRLM, transfer any amounts standing to the credit of the Escrow Account to the Refund Account held with the Refund Bank, for the purpose of refunding such amounts to the Anchor Investors as directed by the BRLM. (b) On receipt of intimation from the BRLM of the failure of the Offer as per Clause 3.

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: a) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; cb) The RoC Filing shall not having have been completed prior to the Drop Dead Date for any reason; dc) The Offer shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority government authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; ed) The declaration of the intention of the CompanyCompany and the Selling Shareholders, in consultation with the Lead Managers to withdraw and/ or and/or cancel the Offer and/or abandon the Offer at any time after the Bid/ Bid/Offer Opening Date until the date of AllotmentAllotment or if the Offer is withdrawn prior to execution of the Underwriting Agreement in accordance with the Red Xxxxxxx Prospectus; fe) Failure to enter into the Underwriting Agreement on or prior to filing of the Prospectus with the RoC Filingunless 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 Offer Account in terms of Clause 3.2.3.1.; f) Non-receipt of minimum subscription of 90% of the Fresh Issue, as on the Bid/Offer Closing Date; g) The number of Allottees being less than 1,0001,000 (“Minimum Subscription Failure"); h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf; ki) non-receipt of any regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the listing and trading approval; j) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; lk) such other event as may be mutually agreed upon amongst the Company Company, Selling Shareholders and the Lead Managers, or as required under Applicable Law. 3.2.1.2. On becoming aware of an event specified in Clause 3.2. 1.1 upon receipt of the information from the Company, the Lead Managers shall no later than one Working Day, intimate in writing (in the form provided in Schedule IX) to the Bankers to the Offer and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. Provided that in the event of Minimum Subscription Failure or refusal by Stock Exchange to grant listing and trading approval (“Stock Exchange Refusal”), the Lead Managers shall, on the same day, intimate in writing (in the form provided in Schedule IX) to the Escrow Collection Bank, Refund Bank, Public Offer Account Bank and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. 3.2.1.3. Upon receipt of an intimation from Lead Managers in writing in the form prescribed (as set out in Schedule IX hereto): (a) The Escrow Collection Bank/Public Offer 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 Lead Managers, transfer, with notice to the Lead Managers, the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts/Public Offer Account, as the case may be, to the Refund Accounts held with the Refund Bank, in accordance with the direction received from the Lead Managers 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, on the same Working Day (in the event the intimation is received up to 9:00 pm on such Working Day), or in the event the intimation is received post 9:00 pm, on the immediate next Working Day before 12:00 am, transfer, with notice to the Lead Managers 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 Lead Managers in the prescribed form Schedule IX. Immediately upon the transfer of amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar, the BRLMs and Company. (b) Subject to Applicable Law, the Registrar shall forthwith, but not later than one Working Day after receipt of the intimation as per Clause 3.2.1.2 above and the reconciliation of accounts with the Escrow Collection Bank/Public Offer Account Bank, as the case may be, provide to the Lead Managers, Escrow Collection Bank, Public Offer Account Bank, the Refund Bank, the Sponsor Banks, the Selling Shareholders 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. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Registrar and Escrow Collection Bank shall 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 this Clause 3.2.1.3(b) and the Registrar shall, on the same Working Day provide the list of Beneficiaries to the Lead Managers, the Refund 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 Company an estimate of the stationery that will be required for printing the refund intimations. Accordingly, the Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, if required, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the RHP, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. Refunds made pursuant to the failure of the Offer as per Clause 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 unblocked in the same ASBA Account including account blocked through the UPI mechanism in case of UPI Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended; and (ii) the respective bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public Offer Account; and (iii) if applicable, the bank account of 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 and (iv) The Refund Account Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar on the same day. The Registrar further acknowledges the liability of the Company and the Selling Shareholders (to the extent of their respective Offered Shares) to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and applicable SEBI circulars, including SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 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 Minimum Subscription Failure and 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, the Selling Shareholders and the Lead Managers, 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 a Minimum Subscription Failure or 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 immediately following Working Day. Such Beneficiaries will be sent a letter by the Registrar, through electronic mail on the date of the remittance and/or ordinary post informing them about the mode of credit of refund within one Working Day from after the remittance date, or any other period as prescribed under Applicable Law. In the event of any returns/rejects from NACH/NEFT/RTGS/direct credit, the Refund Account Bank shall inform the Lead Managers 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 Lead Managers. The Refund Account Bank shall act in accordance with the written instructions of the Lead Managers for issuance of these instruments. The Refund Account Bank shall intimate in writing, along with the updated bank account statement to the Lead Managers and the Registrar (with a copy to the Company and the Selling Shareholders) post the completion of the transfer of the amount from the Refund Account. (d) Save and except for the terms and conditions of this Agreement and the Offer Documents, the Escrow Collection Bank, the Public Offer 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 Offer Account Bank, Sponsor Banks and the Refund Bank agree to be bound by any instructions in writing from the Lead Managers and also agree to render all requisite cooperation and assistance in this regard.

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of the occurrence of any one of the following events: a(i) The Bid / any event due to which the process of Bidding or the acceptance of Bids cannot start, including the Bid/Offer 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(ii) Any event due to which the process of bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed occurred on or prior to the Drop Dead Date for any reason; d(iii) The the Offer shall have become illegal, non-compliant with Applicable Law or, shall have been becomes illegal or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, statutory or regulatory or Governmental Authority or body authority having requisite authority and jurisdiction over the Offer, including, without limitation, including refusal by a Stock Exchange to grant the listing and trading approval (“Stock Exchange Refusal”) or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Law; e) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the Lead Managers/Underwriters (as the case may beiv) in accordance with its terms or becomes illegal or unenforceable for any reason orRegulation 49(1) of the ICDR Regulations, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalfminimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Offer is less than 1,000 (“Minimum Subscription Failure”); k(v) the he minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; l(vi) in case of a failure to receive minimum subscription of 90% of the Fresh Issue, as of the Bid/Offer Closing Date; (vii) any of the Engagement Letter, the Offer Agreement, the Underwriting Agreement (if and when executed, and after such execution), is terminated in accordance with their respective 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, quasi-judicial, governmental, administrative authority having requisite authority and jurisdiction in this behalf; (viii) the declaration of intention of the Company and the Selling Shareholder, in consultation with the BRLMs to withdraw and/ or cancel the Offer and/ or abandon the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment or if the Offer is withdrawn prior to execution of the Underwriting Agreement in accordance with the Red Xxxxxxx Prospectus; (ix) failure to enter into the Underwriting Agreement on or prior to the 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 Law or unenforceable for any reason or, if its performance has been injuncted or prevented by the 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 Offer Account in terms of Clause 3.2.3 ; (x) the Offer is postponed or withdrawn or abandoned for any reason prior to expiry of twelve (12) months from the date of receipt of SEBI observations on the Draft Red Xxxxxxx Prospectus; or (xi) such other event whatsoever, as may be mutually agreed upon amongst among the Company, the Promoter Selling Shareholder and the BRLMs in writing. 3.2.1.2. The BRLMs shall, on the receipt of the relevant information from the Company or the Promoter Selling Shareholder, as the case maybe, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank, the Sponsor Banks and the Registrar to the Offer (with a copy to the Company and the Lead ManagersPromoter Selling Shareholder), of the occurrence of any event specified in Section 3.2.1.1 of this Agreement (in the form specified in Annexure B). 3.2.1.3. On receipt of intimation of the failure of the Offer from the BRLMs in accordance with Section 3.2.1.2 of this Agreement, the Registrar to the Offer shall forthwith, on the same Working Day of such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as required under Applicable Law.applicable, provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks, the BRLMs, the Company or the Promoter Selling Shareholder (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries, and/or

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: a(i) The Bid / Offer 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(ii) Any any event due to which the process of bidding Bidding or the acceptance of Bids cannot start for on the dates mentioned in the Offer Documents (including any reasonrevisions thereof), including the Offer not opening on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties;Parties for any reason; or c(iii) The the RoC Filing does not having been completed occur on or prior to the Drop Dead Date for any reason;; or d(iv) The non receipt of regulatory approvals in a timely manner in accordance with Applicable Laws or at all including, the final listing and trading approval and any 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, the Selling Shareholders and the BRLMs; or (v) the Offer shall have become illegal, becomes illegal or non-compliant with Applicable Law orLaws, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous in fructuous or unenforceable, including by unenforceable pursuant to any Applicable Laws or pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, Offer such as refusal by a Stock Exchange to grant the 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 Law;Laws; or e(vi) The in accordance with Regulation 49(1) of the ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000 (One Thousand); or (vii) the declaration of the intention of the CompanyCompany and/or the Selling Shareholders, in consultation with the Book Running Lead Managers Managers, to withdraw and/ or from and/or cancel the Offer at any time after the Bid/ Bid/Offer Opening Date until the date of Allotment;; or f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; kviii) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer;; or l(ix) in case of a failure to receive minimum subscription of 90% of the Fresh Issue, as of the Bid/Offer Closing Date; or (x) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended by the Book Running Lead Managers, the Company and the Selling Shareholders, in writing; or (xi) the Underwriting Agreement after its execution, or the Offer Agreement or the Engagement Letter, is rescinded or 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 Offer Account;or (xii) such other event as may be mutually agreed upon amongst among the Company, the Selling Shareholders and the Book Running Lead Managers in writing. 3.2.1.2. On becoming aware of an event specified in Clause 3.2.1.1 upon receipt of the information from the Company and /or the Selling Shareholders, the Book Running Lead ManagersManagers shall intimate in writing (in the form provided in Schedule IX) to the Bankers to the Offer and the Registrar of the occurrence of such event, or as required under Applicable Law.with a copy to the Company and Selling Shareholders. On becoming aware of the event specified in Clause 3.2.1.1

Failure of the Offer. (a) The Offer shall be deemed to have failed in the event of the occurrence of any one of the following events: a(i) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c(ii) The the RoC Filing shall not having have been completed on or prior to the Drop Dead Date for any reason; d(iii) The the Offer shall have become illegal, non-compliant with Applicable Law Laws or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority government authority or body having requisite authority and jurisdiction over the Offer, Offer including, without limitation, refusal by a Stock Exchange recognised stock exchange to grant the listing and trading approval or non-disposition of an application for a listing and trading approval by a Stock Exchange recognised stock exchange within the period for providing approval as specified under Applicable LawLaws; e(iv) The declaration of the intention of Company and / or the CompanySelling Shareholders, in consultation with the Lead Managers BRLMs, approve a decision or make a declaration of their intention to withdraw and/ and / or cancel the Offer at any time after the Bid/ Bid / Offer Opening Date until the date of AllotmentClosing Date; f(v) Failure the Offer is withdrawn or abandoned for any reason prior to the filing of the Red Xxxxxxx Prospectus with the RoC; (vi) failure to enter into the Underwriting Agreement on or prior to filing of the Prospectus with the RoC Filingunless such date is otherwise extended in writing by the parties to the Underwriting Agreement; g(vii) The non-receipt of minimum subscription of 90% of the Fresh Issue, as on the Bid/Offer Closing Date; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, the number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j(ix) any of the Engagement Fee Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the Lead ManagersBRLMs/Underwriters (as the case may be) in accordance with its terms or becomes illegal or non-compliant with Applicable Laws or unenforceable for any reason or, in the event that its performance has been injuncted or prevented by SEBI, any Governmental Authority 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 Offer Account in terms of this Agreement; k(x) non-receipt of any regulatory approvals for the Offer in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from the Stock Exchanges; (xi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; l(xii) in case of a failure to Allot at least 75% of the Net Offer to Qualified Institutional Buyers; or (xiii) such other event as may be mutually agreed upon amongst by the Company Company, the Selling Shareholders and the Lead Managers, or as required under Applicable Law. (b) On becoming aware of an event specified in Section Error! Reference source not found. upon receipt of the information from the Company, the Lead Managers shall intimate in writing (in the form specified in Annexure B) to the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank, the Sponsor Banks and the Registrar to the Offer (with a copy to the Company and the Selling Shareholders) of such failure of the Offer. Provided that, on becoming aware of the event specified in Section 3.2.1.(a)(vii) “Minimum Subscription Failure”) or Section 3.2.1.(a)(iii) to the extent that there is refusal by any of the Stock Exchanges to grant listing and trading approval (“Stock Exchange Refusal”), the Lead Managers shall, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Offer Account Bank and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. (c) Upon receipt of an intimation from the Lead Managers in writing as per Section 3.2.1(b): (a) The Escrow Collection Bank/Public Offer 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 Lead Managers, transfer, with notice to the Lead Managers, the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts/Public Offer Account, as the case may be, to the Refund Account held with the Refund Bank, in accordance with the direction received from the Lead Managers in the prescribed form set out in Annexure B. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Escrow Collection Bank / Public Offer Account 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 Lead Managers, the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts / Public Offer Account to the Refund Account held with the Refund Bank, in accordance with the direction received from the Lead Managers in the prescribed form Annexure B; (b) Subject to Applicable Law, the Registrar shall forthwith, but not later than one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks, SCSBs, the Lead Managers, the Company and the Selling Shareholders, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries, and/or (ii) 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 and Escrow Collection Banks / Public Offer Account Bank shall undertake the reconciliation of accounts on the same day that the Escrow Collection Bank / Public Offer Account Bank transfers any amounts standing to the credit of the Escrow Accounts / Public Offer Account to the Refund Account held with the Refund Bank as per this Section 3.2.1.(c)(b) and the Registrar shall, on the same Working Day provide to the Lead Managers, the Refund Bank, the Sponsor Banks, the Selling Shareholders 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 to the Offer shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Registrar to the Offer and the Lead Managers within one (1) Working Day, from the receipt of intimation of the failure of the Offer provide to the Public Offer Account Bank, Escrow Collection Bank, the Refund Bank or the Sponsor Banks (with a copy to the Company and the Selling Shareholders), the instruction to transfer the funds from the Escrow Accounts / Public Offer Account to the Refund Account (in the format specified in Annexure C). Accordingly, the Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. The Refund Bank confirms that it has the required technology and processes to perform its obligations under the agreement and shall ensure that refunds made pursuant to the failure of the Offer in accordance with Section 3.2.1(a) of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Offer only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Account in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, (b) the respective bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public Offer Account; and (c) if applicable, the bank account of 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 SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and shall accordingly provide all assistance in this regard, to ensure that the refunds (along with interest if any) are made within four days (or such applicable time period as may be prescribed by SEBI) in case of Minimum Subscription Failure and Stock Exchange Refusal; and (c) The Refund Bank shall, forthwith but no later than one (1) Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the Company, the Selling Shareholders and the Lead Managers, 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. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar on the same day. Provided that, in the event of a Minimum Subscription Failure or 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 immediately following Working Day. Such Beneficiaries will be sent a 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 refund 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 Lead Managers 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 Lead Managers. The Refund Bank shall act in accordance with the instructions of the Lead Managers for issuances of these instruments. Physical refunds (if any) shall also be the responsibility of the Refund Bank. Beneficiaries will be sent a letter by the Registrar, through ordinary post informing them about the mode of credit of refund within four (4) Working Days after the Bid/Offer Closing Date, or any other period as prescribed under Applicable Law by the Registrar. The entire process of refunds shall be completed within six (6) Working Days from the Bid/Offer Closing Date or such other period prescribed under the SEBI ICDR Regulations and other Applicable Laws. However, in the case of Minimum Subscription Failure or Stock Exchange Refusal, the entire process of dispatch of refunds of amounts through electronic clearance shall be completed within four days from the Bid/ Offer Closing Date (in the event of a Minimum Subscription Failure) or the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. The Surplus Amount shall be transferred to the Refund Account at the instructions of the Lead Managers and the Registrar to the Offer in accordance with the procedure specified in the Red Xxxxxxx Prospectus and this Agreement. Immediately upon the transfer of the amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar to the Offer, the Lead Managers, the Company and each of the Selling Shareholders. (d) The Registrar, the Escrow Collection Bank, Public Offer Account Bank, Sponsor Banks and the Refund Bank agree to be bound by any instructions in writing from the Lead Managers and also agree to render all requisite cooperation and assistance in this regard.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (b) The Bid / Bid/ Offer 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(c) Any any event due to which the process of bidding or the acceptance of Bids cannot start on the dates mentioned in the Offer Documents (including any revisions thereof mutually agreed among the Company, the Selling Shareholders and the Lead Managers for any reason, including on ) or before the Bid/Offer Opening Date not taking place for any reason within twenty (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; c(d) The the RoC Filing does not having been completed occur on or prior to the Drop Dead Date for any reason; d(e) The the Offer 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, Selling Shareholders and the Lead Managers; (g) the Offer become illegal, illegal or non-compliant with Applicable Law orLaw, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by unenforceable pursuant to any Applicable Law or pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; e(h) The declaration in accordance with Regulation 49(1) of the intention of SEBI ICDR Regulations, if the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The minimum number of Allottees being less than 1,000; h(i) At least 90% subscription is not received in the Fresh Issue as declaration of the Bid / Offer Closing Date; i) The Companyintention of the Company and Selling Shareholders, in consultation with the Lead Managers, withdraws to withdraw and/or cancel and/or abandon the Offer prior to at any time including after the execution of Bid/Offer Opening Date until the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx ProspectusClosing Date; (j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have 1957, as amended, not having been Allotted in the Offer; (k) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in writing by the Company, the Selling Shareholders, the Members of the Syndicate and the Registrar to the Offer; or (l) such other event as may be mutually agreed upon amongst by the Company Company, the Selling Shareholders, and the Lead Managers, or as required under Applicable Law.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) The Bid / the Company and/or the Selling Shareholders approve a decision or make a declaration to withdraw and/or cancel the Offer at any time after the Bid/ Offer Opening Date not taking place for any reason within 12 months from until the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoeverDesignated Date; (b) Any any event due to which the process of bidding Bidding or the acceptance of Bids cannot start for on the dates mentioned in the Red Xxxxxxx Prospectus (including any reason, including on or before the Bid/Offer Opening Date revisions thereof) or any other revised date agreed between upon among the PartiesCompany, Selling Shareholders and the BRLMs; (c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d) The Offer shall have become illegal, illegal or non-compliant with Applicable Law orLaw, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; e(d) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The prospective number of Allottees being less than 1,0001,000 (one thousand); h(e) At least 90% subscription is not received non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the Fresh Issue final listing and trading approval from Stock Exchanges within the time period prescribed under Applicable Law or such other date as of may be agreed upon by the Bid / Offer Closing DateCompany, the Selling Shareholders and the BRLMs; i(f) The Company, in consultation with the Lead Managers, withdraws the Offer RoC Filing not being completed on or prior to the execution of Drop Dead Date for any reason; (g) the Underwriting Agreement in accordance with (if executed), or the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is Letter being terminated against all the Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes having become illegal or unenforceable for any reason or non-compliant with Applicable Law or, in the event that if its or their performance has been prevented by SEBI, any court or other Governmental Authority having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; k(h) 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 have 1957, as amended, is not been Allotted in the Offerfulfilled (“Minimum Subscription Failure”); l(i) The Underwriting Agreement not having been executed on or prior to RoC Filing, unless the date is otherwise mutually extended by the BRLMs, the Selling Shareholders and the Company; or (j) such other event as may be mutually agreed upon amongst among the Company Company, Selling Shareholders and the Lead ManagersBRLMs, or as required under Applicable Lawin writing.

Failure of the Offer. (a) The Offer shall be deemed to have failed in the event of the occurrence of any one of the following events: a(i) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d) The Offer 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 by pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer; (ii) non-receipt of any regulatory approvals, in a timely manner in accordance with Applicable Law or at all, including, without limitation, refusal by a Stock Exchange to grant the final listing and trading approval or non-disposition of an application for a listing and trading any approval by a from the Stock Exchange Exchanges within the time period specified prescribed under Applicable LawLaw or such other date as may be agreed upon by the Company, the Selling Shareholders and the BRLMs; e(iii) The the declaration of the intention of the CompanyCompany and the Selling Shareholders, in consultation with the Lead Managers BRLMs, to withdraw and/ or and/or cancel the Offer at any time including after the Bid/ Bid/Offer Opening Date and until the date of AllotmentDesignated Date, in accordance with Applicable Law; f(iv) Failure to enter into the Underwriting Agreement on (if executed), or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is Fee Letter being terminated against all the Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes having become illegal or unenforceable for any reason or, in the event that non-compliant with Applicable Law 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; k(v) the prospective number of Allottees being less than 1,000 (one thousand); (vi) 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, Selling Shareholders and the BRLMs; (vii) the requirement for Allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Regulation Rules, 1957 have 1957, as amended, is not been Allotted in the Offerfulfilled; l(viii) the Underwriting Agreement not having been executed on or prior to the RoC Filing, unless such date is otherwise extended in writing by Parties; (ix) the RoC Filing not having been completed prior to the Drop Dead Date for any reasons; and (x) such other event as may be mutually agreed upon amongst among the Company, the Selling Shareholders and the BRLMs. (b) On becoming aware of an event specified in Section Error! Reference source not found. upon receipt of the information from the Company, the Lead Managers shall intimate in writing (in the form specified in Annexure B) to the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank, the Sponsor Banks and the Registrar to the Offer (with a copy to the Company and the Selling Shareholders) of such failure of the Offer. Provided that, on becoming aware of the event specified in Section 3.2.1.(a)(ii) to the extent that there is refusal by any of the Stock Exchanges to grant listing and trading approval (“Stock Exchange Refusal”), the Lead Managers shall, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Offer Account Bank and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. (c) Upon receipt of an intimation from the Lead Managers in writing as per Section 3.2.1(b): (a) The Escrow Collection Bank/Public Offer 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 Lead Managers, transfer, with notice to the Lead Managers, the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts/Public Offer Account, as the case may be, to the Refund Account held with the Refund Bank, in accordance with the direction received from the Lead Managers in the prescribed form set out in Annexure B. Provided that in the event of a Stock Exchange Refusal, the Escrow Collection Bank / Public Offer Account 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 Lead Managers, the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts / Public Offer Account to the Refund Account held with the Refund Bank, in accordance with the direction received from the Lead Managers in the prescribed form Annexure B; (b) Subject to Applicable Law, on receipt of intimation from the BRLMs of the failure of the Offer, the Registrar shall forthwith, but not later than one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks, SCSBs, the Lead Managers, the Company and the Selling Shareholders, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries, and/or (ii) 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 Stock Exchange Refusal, the Registrar and Escrow Collection Banks / Public Offer Account Bank shall undertake the reconciliation of accounts on the same day that the Escrow Collection Bank / Public Offer Account Bank transfers any amounts standing to the credit of the Escrow Accounts / Public Offer Account to the Refund Account held with the Refund Bank as per this Section 3.2.1.(c)(b) and the Registrar shall, on the same Working Day provide to the Lead Managers, the Refund Bank, the Sponsor Banks, the Selling Shareholders 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 to the Offer shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Registrar to the Offer and the Lead Managers within one (1) Working Day, from the receipt of intimation of the failure of the Offer provide to the Public Offer Account Bank, Escrow Collection Bank, the Refund Bank or the Sponsor Banks (with a copy to the Company and the Selling Shareholders), the instruction to transfer the funds from the Escrow Accounts / Public Offer Account to the Refund Account (in the format specified in Annexure C). Accordingly, the Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Final Offering Memorandum. The Refund Bank confirms that it has the required technology and processes to perform its obligations under the agreement and shall ensure that refunds made pursuant to the failure of the Offer in accordance with Section 3.2.1(a) of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Offer only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Account in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, (b) the respective bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public Offer Account; and (c) if applicable, the bank account of the Underwriters in respect of any amounts deposited by the Underwriters 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 SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and shall accordingly provide all assistance in this regard, to ensure that the refunds (along with interest if any) are made within four days (or such applicable time period as may be prescribed by SEBI) in case of Stock Exchange Refusal; and (c) The Refund Bank shall, forthwith but no later than one (1) Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the Company, the Selling Shareholders and the Lead Managers, 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. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar on the same day. Provided that, in the event of 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 immediately following Working Day. Such Beneficiaries will be sent a 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 refund 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 Lead Managers 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 Lead Managers. The Refund Bank shall act in accordance with the instructions of the Lead Managers and Registrar for issuances of these instruments. Physical refunds (if any) shall also be the responsibility of the Refund Bank. Beneficiaries will be sent a letter by the Registrar, through ordinary post informing them about the mode of credit of refund within four (4) Working Days after the Bid/Offer Closing Date, or any other period as required prescribed under Applicable Law by the Registrar. The entire process of refunds shall be completed within four (4) Working Days from the Bid/Offer Closing Date or such other period prescribed under the SEBI ICDR Regulations and other Applicable Laws. However, in the case of Stock Exchange Refusal, the entire process of dispatch of refunds of amounts through electronic clearance shall be completed within four days from the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. The Surplus Amount shall be transferred to the Refund Account at the instructions of the Lead Managers and the Registrar to the Offer in accordance with the procedure specified in the Red Xxxxxxx Prospectus and this Agreement. Immediately upon the transfer of the amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar to the Offer, the Lead Managers, the Company and each of the Selling Shareholders. (d) Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks shall discharge their duties and obligations under this Agreement and shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith, and each in case, in accordance with the terms of this Agreement, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Final Offering Memorandum, applicable SEBI Regulations and any other Applicable Law. (e) The Registrar, the Escrow Collection Bank, Public Offer Account Bank, Sponsor Banks and the Refund Bank agree to act in good faith and in a bona fide manner and be bound by any instructions in writing from the Lead Managers and also agree to render all requisite cooperation and assistance in this regard.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of the occurrence of any one of the following events: a(i) The Bid / Offer 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 bidding Bidding or the acceptance of Bids cannot start for start, on the dates mentioned in the Red Xxxxxxx Prospectus (including any reasonrevisions thereof), including the Offer not opening on or before the Bid/Offer Opening Date or any other revised date agreed between the PartiesParties for any reason; c(ii) The the declaration of the intention of the Company and/or the Promoter Selling Shareholder, in consultation with the Book Running Lead Managers, to withdraw from and/or cancel the Offer at any time after the Bid/Offer Opening Date until the date of Allotment; (iii) 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, the Engagement Letter, the Offer 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 Offer Account in terms of Clause 3.2; (iv) the RoC Filing does not having been completed occur on or prior to the Drop Dead Date for any reason; d(v) The in case of a failure to receive (i) minimum subscription of 90% of the Fresh Issue; (ii) a subscription in the Offer shall have become illegalequivalent to at least the minimum number of securities as specified under Rule 19(2)(b) of the SCRR; and (iii) in case of a failure to Allot at least 75% of the Net Offer to Qualified Institutional Buyers; (vi) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, non-compliant with Applicable Law or, shall have been the minimum number of prospective Allottees to whom the Equity Shares are Allotted is less than 1,000 (“Minimum Subscription Failure”); (vii) the Offer becomes illegal or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, including without without limitation, refusal by a Stock Exchange to grant the 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 Law; e) The declaration Laws and any approval from the Stock Exchanges that may be required for the deposit of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received Offered Shares in the Fresh Issue as of Escrow Account for a period beyond six months from the Bid / Offer Closing Date;Deposit Date (“Stock Exchange Refusal”); or i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; lviii) such other event as may be mutually agreed upon in writing amongst the Company, the Promoter Selling Shareholder and the Book Running Lead Managers. 3.2.1.2 The Book Running Lead Managers either (i) on becoming aware of an event specified in Clause 3.2.1.1, or (ii) on the receipt of the relevant information from the Company or the Promoter Selling Shareholder, as the case may be, regarding such an event as mentioned in Clause 3.2.1.1, whichever is earlier, shall intimate in writing to the Bankers to the Offer and the Registrar (with a copy to the Company and the Promoter Selling Shareholder), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B). 3.2.1.3 On receipt of intimation of the failure of the Offer, in writing, from the Book Running Lead Managers in accordance with Clause 3.2.1.2 of this Agreement, the Registrar shall forthwith, on the same Working Day from such receipt, after issuing notice to the Company and the Promoter Selling Shareholder, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, provide to the Book Running Lead Managers, Escrow Collection Bank, Public Offer Account Bank, the Refund Bank, the Sponsor Banks, the Company and the Promoter Selling Shareholder, a list of Beneficiaries and the amounts to be refunded by the Refund Bank to such 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 bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public Offer Account; and (iii) if applicable, the bank account of 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 required may be prescribed by SEBI) in case of a Minimum Subscription Failure or Stock Exchange Refusal. 3.2.1.4 The Escrow Collection Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 of this Agreement, after notice to the Book Running Lead Managers, the Company and the Promoter Selling Shareholder, forthwith on the same Working Day of the receipt of such notice, ensure the transfer of any amounts standing to the credit of the Escrow Accounts to the Refund Account as directed by the Book Running Lead Managers and Registrar (with a copy to the Company and Promoter Selling Shareholder) in the form specified in Annexure B (I). 3.2.1.5 The Refund Bank shall, forthwith on the same Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the Company, the Promoter Selling Shareholder and the Book Running Lead Managers, 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 3.2.1.3 above. Provided that, in the event of a Minimum Subscription Failure or 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 immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such transfers to the Registrar on the same day. Anchor Investors will be sent a 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 refund 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 Managers 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 Managers. The Refund Bank shall act in accordance with the instructions of the Book Running Lead Managers for issuances of these instruments. Physical refunds (if any) shall also be the responsibility of the Refund Bank. The entire process of refunds shall be completed within two Working Days from the Bid/ Offer Closing Date in accordance with Applicable Law. Such Beneficiaries will be sent a letter by the Registrar, through ordinary post informing them about the mode of credit of refund within three Working Days after the Bid/ Offer Closing Date, or any other period as prescribed under Applicable Law by the Registrar. The Surplus Amount shall be transferred to the Refund Account at the instructions of the Book Running Lead Managers and the Registrar to the Offer in accordance with the procedure specified in the Red Xxxxxxx Prospectus, this Agreement, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, as applicable. Immediately upon the transfer of the amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar to the Offer, the Book Running Lead Managers, the Company and Promoter Selling Shareholder. 3.2.1.6 The Bankers to the Offer shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, applicable SEBI Regulations and any other Applicable Law. 3.2.1.7 Save and except for the terms and conditions of this Agreement and the Offer Documents, the Bankers to the Offer 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. 3.2.1.8 The Registrar, the Bankers to the Offer and the Company agree to be bound by any instructions in writing from the Book Running Lead Managers and also agree to render all requisite cooperation and assistance in this regard.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) The Bid / the Bid/ Offer Opening Date not taking place for any reason within 12 months (twelve) months, or any other date as may be permitted by SEBI 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 bidding or the acceptance of Bids canRoC Filing does not start for any reason, including occur on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d(c) The the Offer shall have become illegal, becomes illegal or non-compliant with Applicable Law orLaw, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by unenforceable pursuant to any Applicable Law or pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; e(d) The declaration of the intention of Company and/or the CompanySelling Shareholders, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j(e) any 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; (f) the Underwriting Agreement not having been executed on or prior to the date of the Engagement LetterRoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement or the Underwriting Agreement (after its execution) is being terminated against all the Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes having become illegal or unenforceable for any reason or, in the event that its non-compliant with Applicable Law or, if or their performance has been prevented by SEBI, any Governmental Authority court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; or (g) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; k(h) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have SCRR not having been Allotted in the Offer; (i) any event due to which the process of Bidding or the acceptance of Bids cannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (j) the Offer Agreement being terminated in accordance with its terms and conditions; (k) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (l) atleast 75% of the Net Offer not being allotted to QIBs; or (m) such other event as may be mutually agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. 3.2.1.2 On becoming aware of an event specified in Clause 3. 2.1.1 upon amongst receipt of the information from the Company, the Managers shall intimate in writing (in the form provided in Annexure C) to the Banker to the Offer and the Registrar of the occurrence of such event, with a copy to the Company and the Lead Selling Shareholders. Provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(g) (“Minimum Subscription Failure”) or Clause 3.2.1.1(e) to the extent that there is refusal by Stock Exchange to grant listing and trading approval (“ Stock Exchange Refusal”), the Managers shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure C) to the Escrow Collection Bank, Refund Bank, Public Offer Bank and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. 3.2.1.3 Upon receipt of an intimation from the Managers in writing as per Clause 0. 0.0. 0: (a) The Escrow Collection Bank/Public Offer 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 Managers, transfer, with notice to the Managers, the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts/Public Offer Account, as the case may be, to the Refund Account held with the Refund Bank, in accordance with the direction received from the Managers in the prescribed form set out in Annexure C. Provided that in the event of a Minimum Subscription Failure or as required under a Stock Exchange Refusal, the Escrow Collection Banks 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 Managers, the Selling Shareholders 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 Managers in the prescribed form Annexure C. Immediately upon the transfer of amounts, the Refund Bank shall appropriately confirm the same to the Registrar, the Managers, the Company and each of the Selling Shareholders. (b) Subject to Applicable Law., the Registrar shall forthwith, but not later than one Working Day after receipt of the intimation as per Clause

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: a) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; cb) The RoC Filing shall not having have been completed prior to the Drop Dead Date for any reason; dc) The Offer shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority government authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; ed) The declaration of the intention of the CompanyCompany and the Promoter Selling Shareholder, in consultation with the Lead Managers to Managerto withdraw and/ or cancel the Offer and /or abandon the Offer at any time after the Bid/ Offer Opening Date until the date of AllotmentAllotment or if the Offer is withdrawn prior to execution of the Underwriting Agreement in accordance with the Red Xxxxxxx Prospectus; fe) Failure to enter into the Underwriting Agreement on or prior to filing of the Prospectus with the RoC Filingunless 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 Offer Account in terms of Clause 3.2.3.1; f) Non-receipt of minimum subscription of 90% of the Fresh Issue, as on the Bid/Offer Closing Date; g) The number of Allottees being less than 1,0001,000 (“Minimum Subscription Failure”) as required under the SEBI ICDR Regulations; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any Any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the Lead ManagersManager/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 Governmental Authority judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf; ki) Non-receipt of any regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the minimum 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; j) Minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer;; or lk) such Such other event as may be mutually agreed upon amongst the Company Company, Promoter Selling Shareholder and the Lead ManagersManager, or as required under Applicable Law. 3.2.1.2. On becoming aware of an event specified in Clause 3.2. 1.1 upon receipt of the information from the Company, the Lead Managershall no later than one Working Day, intimate in writing (in the form provided in Schedule IX) to the Bankers to the Offer and the Registrar of the occurrence of such event, with a copy to the Company and the Promoter Selling Shareholder. Provided that in the event of Minimum Subscription Failure or refusal by Stock Exchange to grant listing and trading approval (“Stock Exchange Refusal”), the Lead Manager shall, on the same day, intimate in writing (in the form provided in Schedule IX) to the Escrow Collection Bank, Refund Account Bank, Public Offer Account Bank and the Registrar of the occurrence of such event, with a copy to the Company and the Promoter Selling Shareholder. 3.2.1.3. Upon receipt of an intimation from the Lead Manager in writing as per clause 0. (a) The Escrow Collection Bank/Public Offer 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 Lead Manager, transfer, with notice to the Lead Manager, the Promoter Selling Shareholder and the Company, any amounts standing to the credit of the Escrow Accounts/Public Offer Account, as the case may be, to the Refund Accounts held with the Refund Account Bank, in accordance with the direction received from the Lead Manager 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, 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 Lead Manager, the Company and the Promoter Selling Shareholder, any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Account Bank, in accordance with the direction received from the Lead Manager in the prescribed form Schedule IX. (b) Subject to Applicable Law, the Registrar shall forthwith, but not later than one Working Day after receipt of the intimation as per Clause 3.2.1.2 above and the reconciliation of accounts with the Escrow Collection Bank/Public Offer Account Bank, as the case may be, provide to the Lead Manager, Escrow Collection Bank, Public Offer Account Bank, the Refund Account Bank, the Sponsor Banks, the Promoter Selling Shareholder and the Company, a list of Beneficiaries and the amounts to be refunded by the Refund Account 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. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Registrar and Escrow Collection Bank shall undertake the reconciliation of accounts on the same day that the Escrow Collection Bank shall transfer any amounts standing to the credit of the Escrow Accounts to the refund Account held with the Refund Account Bank as per this Clause 3.2.1.3(b) and the Registrar shall, on the same Working Day provide the list of Beneficiaries to the 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 Account 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 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 unblocked in the same ASBA Account including account blocked through the UPI mechanism in case of UPI Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended. and (ii) the respective bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public Offer Account; and (iii) if applicable, the bank account of 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 and (iv) The Refund Account Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar on the same day. The Registrar further acknowledges the liability of the Company and the Promoter Selling Shareholder (to the extent of their respective Offered Shares) to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and applicable SEBI circulars, including SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 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 Minimum Subscription Failure and Stock Exchange Refusal. (c) The Refund Account 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, the Promoter Selling Shareholder and the 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 a Minimum Subscription Failure or a Stock Exchange Refusal, the Refund Account 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 immediately following Working Day and intimate the Parties. Such Beneficiaries will be sent a letter by the Registrar, through electronic mail on the date of the remittance and/or ordinary post informing them about the mode of credit of refund within one Working Day from after the remittance date, or any other period as prescribed under Applicable Law. In the event of any returns/rejects from NACH/NEFT/RTGS/direct credit, the Refund Account Bank shall inform the Lead Managerforthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the Lead Manager. The Refund Account Bank shall act in accordance with the written instructions of the Lead Managerfor issuance of these instruments. The Refund Account Bank shall intimate in writing, along with the updated bank account statement to the Lead Managerand the Registrar (with a copy to the Company and the Promoter Selling Shareholder) post the completion of the transfer of the amount from the Refund Account. (d) Save and except for the terms and conditions of this Agreement and the Offer Documents, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Account 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 Offer Account Bank, Sponsor Banks and the Refund Account Bank agree to be bound by any instructions in writing from the Lead Manager and also agree to render all requisite cooperation and assistance in this regard.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) The Bid / Bid/Offer 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 bidding or the acceptance of Bids cannot start for on the dates mentioned in the Red Xxxxxxx Prospectus (including any reasonrevisions thereof), including the Offer not opening on or before the Bid/Offer Opening Date or any other revised date agreed between the Partiesparties for any reason; (c) The RoC Filing not having been being completed on or prior to the Drop Dead Date for any reason; (d) The Offer shall have become illegal, illegal or non-compliant with Applicable Law orLaw, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, unenforceable including by pursuant to any Applicable Law or any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer; (e) Non-receipt of any regulatory approvals in a timely manner in accordance with the Applicable Laws or at all, including, without limitation, refusal by a Stock Exchange to grant the 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 LawLaws; e(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; (g) Failure to comply with the requirements of the number of Allottees in the Offer being at least 1,000 or minimum subscription of 90% of the Fresh Issue; (h) The declaration of the intention of the Board of Directors of the Company, in consultation with the Lead Managers BRLMs to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date Designated Date or if the Offer is withdrawn by the Board of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as Directors of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer BRLMs prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j(i) any of the Engagement Letter, the The Offer Agreement or the Underwriting Agreement (after its execution) is being terminated against all the Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes illegal or unenforceable for any reason and conditions; or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; k(j) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; l) such Such other event as may be mutually agreed upon amongst upon, in writing, among the Company Company, the Selling Shareholders and the Lead Managers, or as required under Applicable LawBRLMs.

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) The Bid / the Company and/or the Promoter Selling Shareholder, in consultation with the Book Running Lead Managers, withdraw the Offer Opening Date not taking place for any reason within 12 months from prior to the date execution of the receipt of Underwriting Agreement in accordance with the final observations from SEBI on Offer Agreement or the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (b) Any any event due to which the process of bidding Bidding or the acceptance of Bids cannot start for on the dates mentioned in the Offer Documents (including any reasonrevisions thereof), including the Offer not opening on or before the Bid/Bid/ Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date Parties for any reason; d(c) The the Offer shall have become illegal, becomes illegal or non-compliant with Applicable Law orLaw, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by unenforceable pursuant to any Applicable Law or pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, Offer such as refusal by a Stock Exchange to grant the 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 Law; (d) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the listing and trading approval from each of the Stock Exchanges; (e) The 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 CompanyCompany and the Promoter Selling Shareholder, in consultation with the Lead Managers BRLMs, to withdraw and/ or and/or cancel and/or abandon the Offer at any time including after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or and prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws Date or if the Offer is withdrawn and/or cancelled and/ or abandoned, prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus, in accordance with Applicable Laws; j(g) any of the Engagement LetterUnderwriting Agreement (if executed), or the Offer Agreement or the Underwriting Agreement (after its execution) is Engagement Letter being terminated against all the Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes having become illegal or non- compliant with Applicable Laws or unenforceable for any reason or, in the event that its non-compliant with Applicable Laws or, if it or their performance has been injuncted or prevented by SEBI, any court or other judicial, statutory or regulatory body or Governmental Authority or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; k(h) the number of Allottees being less than 1,000 (one thousand); (i) 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 have 1957, as amended, is not been Allotted in the Offerfulfilled; (j) non-receipt of minimum subscription of 90% of the Fresh Issue; (k) The Underwriting Agreement is not executed on or prior to RoC Filing, unless the date is extended by the BRLMs, the Promoter Selling Shareholder and the Company in writing; and (l) such other event as may be mutually agreed upon amongst among the Company Company, Promoter Selling Shareholder and the Lead ManagersBRLMs, or as required under Applicable Lawin writing.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events:events (“Event of Failure”): (a) The Bid / the RoC Filing not being completed on or prior to the Drop Dead Date, for any reason; (b) any event due to which the process of Bidding cannot start or take place, on the dates mentioned in the Red Xxxxxxx Prospectus (including any revisions thereof), including the Bid/Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date mutually agreed upon between among the PartiesCompany, the Promoter Selling Shareholder and the Book Running Lead Managers; (c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d) The Offer shall have become illegal, or non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceableunenforceable pursuant to Applicable Law; (d) non-receipt of any regulatory approvals in connection with the Offer, 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, the Promoter Selling Shareholder and the Book Running Lead Managers (“Stock Exchange Refusal”); (e) the declaration of the intention of the Company and Promoter Selling Shareholder, in consultation with the Book Running Lead Managers, to withdraw and/or cancel the Offer at any time including by after the Bid/Offer Opening Date and until the Closing Date, in accordance with Applicable Law; (f) the Underwriting Agreement (if executed), or the Offer Agreement or the Fee Letter being terminated in accordance with its terms or having become illegal or unenforceable for any order reason or directions passed non-compliant with Applicable Law or, if its or their performance has been prevented by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; e) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority tribunal having requisite authority and jurisdiction in this behalf; k(g) the Underwriting Agreement not having been executed on or prior to the date of RoC Filing, unless such date is otherwise extended in writing by the Company, the Promoter Selling Shareholder and the Book Running Lead Managers; (h) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, the number of Allottees being less than 1,000 (one thousand) (“Minimum Subscription Failure”); (i) the requirement for allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) RulesSCRR, 1957 have not been Allotted in the Offerbeing fulfilled; l(j) such other event as may be mutually agreed upon amongst among the Company Company, the Promoter Selling Shareholder and the Book Running Lead Managers, or as required under Applicable Law.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of the occurrence of any one of the following events: a(i) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for on the dates mentioned in the Red Xxxxxxx Prospectus (including any reasonrevisions thereof), including the Offer not opening on or before the Bid/Offer Opening Date or any other revised date agreed between the PartiesParties for any reason; c(ii) The the RoC Filing not having been completed occurred on or prior to the Drop Dead Date for any reason; d(iii) The the Offer shall have become illegal, becomes illegal or non-compliant with Applicable Law orLaw, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, unenforceable including by pursuant to any Applicable Laws or pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the listing and trading approval or rejection or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable LawLaws; e(iv) The the number of Allottees being less than 1,000 as required under the SEBI ICDR Regulations; (v) the declaration of the intention of the CompanyCompany and the Selling Shareholders, in consultation with the Book Running Lead Managers Managers, to withdraw and/ or and/or cancel and/or abandon the Offer at any time after the Bid/ Bid/Offer Opening Date until the date of Allotment; f) Failure to enter into Designated Date or if the Underwriting Agreement on or Offer is withdrawn prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; kvi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 1957, as amended have not been Allotted in the Offer; l(vii) non-receipt of minimum 90% subscription in the Fresh Issue as of the Bid/Offer Closing Date; (viii) the Underwriting Agreement not having been executed on or prior to the filing of the Prospectus with the RoC, unless such date is otherwise mutually extended in writing by the parties to the Underwriting Agreement; (ix) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Offer Agreement is terminated in accordance with their respective 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 any Governmental Authority having requisite authority and jurisdiction in this behalf; (x) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all; or (xi) such other event as may be mutually agreed upon amongst in writing by the Company, the Selling Shareholders and the Book Running Lead Managers. 3.2.1.2 On becoming aware of an event specified in Clause 3.2.1.1 above or upon receipt of the information from the Company as set out in Annexure B, the Book Running Lead Managers shall, no later than one Working Day, intimate in writing (in the form specified in Annexure C) to the Bankers to the Offer and the Registrar to the Offer (with a copy to the Company and the Selling Shareholders) of the occurrence of such event. Provided that, on becoming aware of the event specified in Clause 3.2.1.1(iv) or Clause 3.2.1.1(vii) (“Minimum Subscription Failure”) or Clause 3.2.1.1(iii) to the extent that there is refusal by any of the Stock Exchanges to grant listing and trading approval (“Stock Exchange Refusal”), the Book Running Lead ManagersManagers shall, or no later than one Working Day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Offer Account Bank and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. 3.2.1.3 Upon receipt of an intimation from the Book Running Lead Managers in writing as required under Applicable Lawper Clause 0.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) The Bid / Offer 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 bidding Bidding or the acceptance of Bids cannot start for on the dates mentioned in the Offer Documents (including any reasonrevisions thereof), including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date Parties for any reason; d(b) The the Offer shall have become illegal, becomes illegal or non-compliant with Applicable Law orLaw, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by unenforceable pursuant to any Applicable Law or pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer; (c) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, without limitation, refusal by a Stock Exchange to grant the listing and trading approval or non-disposition approvals from each of an application for a listing and trading approval by a the Stock Exchange within the period specified under Applicable LawExchanges; (d) the RoC Filing not being completed on or prior to the Drop-Dead Date for any reason; (e) The the declaration of the intention of the Company, in consultation with Company and the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The CompanySelling Shareholders, in consultation with the Lead Managers, withdraws to withdraw and/or cancel and/or abandon the Offer at any time including after the Bid/ Offer Opening Date and prior to the Closing Date or if the Offer is withdrawn and/or cancelled and/ or abandoned, prior to execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus, in accordance with Applicable Laws; j(f) any of the Engagement LetterUnderwriting Agreement (if executed), or the Offer Agreement or the Underwriting Agreement (after its execution) is Engagement Letter being terminated against all the Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes having become illegal or unenforceable for any reason or, in the event that its non-compliant with Applicable Laws or, if it or their performance has been injuncted or prevented by SEBI, any Governmental Authority 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 Offer Account, in accordance with the terms of the Agreement; k(g) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees being less than 1,000 (one thousand); (h) 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 have 1957, as amended, is not been Allotted in the Offerfulfilled; l(i) non-receipt of minimum subscription of 90% of the Fresh Issue; (j) the Underwriting Agreement is not executed on or prior to RoC Filing, unless the date is extended by the Lead Managers, the Selling Shareholders and the Company in writing; and (k) such other event as may be mutually agreed upon amongst among the Company Company, Selling Shareholders and the Lead Managers, or as required under Applicable Lawin writing.

Failure of the Offer. (i) The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: a) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; cb) The RoC Filing shall not having have been completed prior to the Drop Dead Date for any reason; dc) The Offer shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority government authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; ed) The declaration of the intention of the CompanyCompany and the Selling Shareholders, in consultation with the Lead Managers to withdraw and/ or cancel the Offer and /or abandon the Offer at any time after the Bid/ Offer Opening Date until the date of AllotmentAllotment or if the Offer is withdrawn prior to execution of the Underwriting Agreement in accordance with the Red Xxxxxxx Prospectus; fe) Failure to enter into the Underwriting Agreement on or prior to filing of the Prospectus with the RoC Filingunless 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 Offer Account in terms of Clause 5.2(iii); f) Non-receipt of minimum subscription of 90% of the Fresh Issue, as on the Bid/Offer Closing Date; g) The number of Allottees being less than 1,0001,000 (“Minimum Subscription Failure"); h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf; ki) non-receipt of any regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the listing and trading approval; j) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer;; and lk) such other event as may be mutually agreed upon amongst the Company Company, Selling Shareholders and the Lead Managers, or as required under Applicable Law. (ii) Upon the happening of any one of the aforesaid events, the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the BRLMs.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events:events (“Event of Failure”): (a) The Bid / the RoC filing not being completed on or prior to the Drop Dead Date (“Drop Dead Date”, defined herein) for any reason. Drop Dead Date shall mean such date six working days after the Bid/Offer Closing Date or such other extended date as may be agreed in writing among the Company, the Selling Shareholder and BRLM; (b) any event due to which the process of Bidding or the acceptance of Bids cannot start/take place on the dates mentioned in the Red Xxxxxxx Prospectus, including the Bid/Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d(c) The the Offer shall have become illegalillegal or, non-compliant with Applicable Law Laws or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by pursuant to any order or directions direction passed by SEBI, any court or other tribunal, any judicial, statutory, statutory or regulatory or Governmental Authority government authority or body having requisite authority and jurisdiction over the Offer; (d) non-receipt of any regulatory approvals, in a timely manner in accordance with Applicable Law or at all, including, without limitation, refusal by a Stock Exchange to grant the final listing and trading approval or non-disposition of an application for a listing and trading any approval by a from the Stock Exchange Exchanges within the time period specified prescribed under Applicable LawLaw or such other date as may be agreed upon by the Company, the Selling Shareholder and the BRLM; (e) The the declaration of the intention of the CompanyCompany and/or the Selling Shareholder, in consultation with the Lead Managers BRLM, to withdraw and/ or and/or cancel the Offer at any time including after the Bid/ Bid/Offer Opening Date until the date of Allotment; f) Failure Allotment or if the Offer is withdrawn prior to enter into execution of the Underwriting Agreement on in accordance with the Red Xxxxxxx Prospectus; (f) the Underwriting Agreement (if executed), or the Offer Agreement or the Engagement Letter being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non-compliant with Applicable Law or unenforceable for any reason or, if its or their 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 RoC Filingtransfer of funds into the Public Offer Account, in accordance with this Agreement; (g) The the number of Allottees being less than 1,0001,000 (one thousand); (h) 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; (i) At least 90% subscription is not received in of the Fresh Issue is not subscribed as of the Bid / Bid/Offer Closing Date; i(j) The in case of a failure to Allot at least 50% of the Offer to Qualified Institutional Buyers; (k) the Underwriting Agreement not having been executed on or prior to the date of RoC Filing of the Prospectus, unless such date is otherwise extended in writing by Parties; (l) such other event as may be mutually agreed upon among the Company, Selling Shareholder and the BRLM; and (m) the Company and/or the Selling Shareholder, in consultation with the Book Running Lead ManagersManager, withdraws withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; l) such other event as may be mutually agreed upon amongst the Company and the Lead Managers, or as required under Applicable Law.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) The Bid / Offer Opening Date not taking place for any reason within 12 months from the date of Company and/or 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d) The Offer shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; e) The declaration of the intention of the CompanySelling Shareholders, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Book Running Lead Managers, withdraws withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, Prospectus and/or cancel the Offer Agreement or at any time including after the Underwriting Agreement (after its execution) is terminated against all Bid/ Offer Opening Date and prior to the Lead Managers/Underwriters (as the case may be) Closing Date, in accordance with its terms Applicable Law; (b) any event due to which the process of Bidding or the acceptance of Bids cannot start on the dates mentioned in the Offer Documents (including any revisions thereof mutually agreed among the Company, the Selling Shareholders and the Lead Managers for any reason), including the Offer not opening on the Bid/ Offer Opening Date or any other revised date agreed between the Parties for any reason; (c) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable for pursuant to any reason or, in the event that its performance has been prevented Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (d) if the number of Allottees is less than 1,000 (one thousand); (e) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all; (f) the RoC Filing not being completed on or prior to the Drop Dead Date for any reason; (g) the Underwriting Agreement (if executed), or the Offer Agreement or the Engagement Letter being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law 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 funds into the Public Offer Account, in accordance with the terms of the Agreement; k(h) 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, Selling Shareholders and the BRLMs; (i) 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 have 1957, as amended, is not been Allotted in the Offerfulfilled; (j) the Underwriting Agreement not having been executed on or prior to RoC Filing, unless the date is otherwise mutually extended by the BRLMs, the Selling Shareholders and the Company in writing; (k) the failure of Bid / Offer Opening Date pursuant to the Offer within twelve (12) months from receipt of final observations from SEBI on the Draft Red Xxxxxxx Prospectus; and (l) such other event as may be mutually agreed upon amongst among the Company Company, Selling Shareholders and the Lead ManagersBRLMs, or as required under Applicable Lawin writing.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events:events (“Event of Failure”): (a) The Bid / the RoC filing not being completed on or prior to the Drop Dead Date, for any reason; (b) any event due to which the process of Bidding or the acceptance of Bids cannot start, including the Bid/Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date mutually agreed upon between among the PartiesCompany, the Selling Shareholder and the Book Running Lead Managers; (c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d) The Offer 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 by pursuant to Applicable Law or any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; e) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction over the Offer; (d) non-receipt of any regulatory approvals, in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval and any 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, the Selling Shareholder and the Book Running Lead Managers; (e) the declaration of the intention of the Company and the Selling Shareholder, in consultation with the Book Running Lead Managers, to withdraw and/or cancel the Offer at any time including after the Bid/Offer Opening Date and until the Closing Date, in accordance with Applicable Law; (f) the Underwriting Agreement (if executed), or the Offer Agreement or the Work Order being terminated in accordance with its terms or having become illegal or unenforceable for any reason or non-compliant with Applicable Law or, if it’s 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 funds into the Public Offer Account, in accordance with this Agreement; k(g) the Underwriting Agreement not having been executed on or prior to the date of RoC Filing of the Prospectus, unless such date is otherwise extended in writing by the Company, the Selling Shareholder and the BRLMs; (h) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, the number of Allottees being less than 1,000 (one thousand); (i) the requirement for allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) RulesSCRR, 1957 have not been Allotted in the Offerbeing fulfilled; l(j) the failure to list the Equity Shares pursuant to the Offer within twelve (12) months from receipt of final observations from SEBI on the Draft Red Xxxxxxx Prospectus; and (k) such other event as may be mutually agreed upon amongst among the Company Company, Selling Shareholder and the Book Running Lead Managers, or as required under Applicable Law.

Failure of the Offer. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: a) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; b) the Offer is withdrawn or abandoned for any reason prior to the filing of the RHP with the RoC; c) the declaration of the intention of the Company to withdraw and/or cancel the Offer at any time after the Bid/ Offer Opening Date until the Designated Date, or if the Offer is withdrawn by the Company prior to the execution of the Underwriting Agreement in accordance with the Red Xxxxxxx Prospectus; d) The RoC Filing shall not having have been completed prior to the Drop Dead Date for any reason; de) The Offer shall have become illegal, non-compliant with Applicable Law Laws or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority government authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; e) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to filing of the Prospectus with the RoC Filingunless such date is otherwise extended in writing by the parties to the Underwriting Agreement or the Underwriting Agreement, after its execution, 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 Offer Account; g) The Non-receipt of minimum subscription of 90% of the Fresh Issue, as on the Bid/Offer Closing Date; h) In accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the number of Allottees to whom the Equity Shares are being Allotted is less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the Lead ManagersManager/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 Governmental Authority judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf; j) non-receipt of any regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, refusal by a Stock Exchange to grant the 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; k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer;; or l) such other event as may be mutually agreed upon amongst the Company Company, the Promoter Selling Shareholder and the Lead ManagersManager, or as required under Applicable Law. Upon the happening of any one of the aforesaid events, the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the event of Failure of the Offer in writing to the Share Escrow Agent, the Promoter Selling Shareholder and to the Lead Manager (“Share Escrow Failure Notice”).

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: a) The Bid / Bid/ Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d) The Offer shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 LawLaw (“Stock Exchange Refusal”); e) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At at least 90% subscription is not received in the Fresh Issue as of the Bid / Bid/Offer Closing DateDate ("Minimum Subscription Failure"); i) The Company, in consultation with the Book Running Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; l) such other event as may be mutually agreed upon amongst the Company and the Lead Managers, or as required under Applicable Law. 3.2.1.2. On becoming aware of an event specified in Clause 3.2.1.1. or upon receipt of the information from the Company or Selling Shareholders in writing, the Lead Managers shall, on the same day, intimate in writing (in the form provided in Schedule II) to the Bankers to the Offer and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Lead Managers shall, on the same day, intimate in writing (in the form provided in Schedule II) to the Escrow Collection Bank, Refund Bank, Public Offer Account Bank and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. 3.2.1.3. Upon receipt of an intimation from the Lead Managers in writing as per Clause 3. (a) The Escrow Collection Bank/Public Offer Account Bank, as the case may be, shall, forthwith, and in any case, not later than one Working Day from the receipt of written intimation from the Lead Managers, transfer, with notice to the Lead Managers, each of the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts/Public Offer Account, as the case may be, to the Refund Accounts held with the Refund Bank, in accordance with the direction received from the Lead Managers in the prescribed form set out in Schedule II. Provided that in the event of a Minimum Subscription Failure or 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 Lead Managers, the Company and the Selling Shareholders, 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 Lead Managers in the prescribed form Schedule II. (b) Subject to Applicable Law, the Registrar shall forthwith, but not later than one Working Day after receipt of the intimation as per Clause 3.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of the occurrence of any one of the following events: a(i) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for on the dates mentioned in the Red Xxxxxxx Prospectus (including any reasonrevisions thereof), including the Offer not opening on or before the Bid/Offer Opening Date or any other revised date agreed between the PartiesParties for any reason; c(ii) The the RoC Filing not having been completed occurred on or prior to the Drop Dead Date for any reason; d(iii) The the Offer shall have become illegal, becomes illegal or non-compliant with Applicable Law orLaw, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, unenforceable including by pursuant to any Applicable Laws or pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the listing and trading approval or rejection or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable LawLaws; e(iv) The the number of Allottees being less than 1,000 as required under the SEBI ICDR Regulations; (v) the declaration of the intention of the CompanyCompany and the Promoter Selling Shareholders, in consultation with the Book Running Lead Managers Managers, to withdraw and/ or and/or cancel and/or abandon the Offer at any time after the Bid/ Bid/Offer Opening Date until the date of Allotment; f) Failure to enter into Designated Date or if the Underwriting Agreement on or Offer is withdrawn prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; kvi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 1957, as amended have not been Allotted in the Offer; l(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue as of the Bid/Offer Closing Date; (viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless such date is otherwise mutually extended in writing by the parties to the Underwriting Agreement; (ix) If less than 75% of the Offer is Allotted to QIBs; (x) any of the Underwriting Agreement (after its execution), the Fee Letter or the Offer Agreement is terminated in accordance with their respective 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 any Governmental Authority having requisite authority and jurisdiction in this behalf; or (xi) such other event as may be mutually agreed upon amongst in writing by the Company, the Selling Shareholders and the Book Running Lead Managers. 3.2.1.2 On becoming aware of an event specified in Clause 3.2.1.1 above or upon receipt of the information from the Company as set out in Part A of Annexure B, the Book Running Lead Managers shall, no later than one Working Day, intimate in writing (in the form specified in Part B of Annexure B) to the Bankers to the Offer and the Registrar to the Offer (with a copy to the Company and the Selling Shareholders. Provided that, on becoming aware of the event specified in Clause 3.2.1.1(iv) or Clause 3.2.1.1(vii) (“Minimum Subscription Failure”) or Clause 3.2.1.1(iii) to the extent that there is refusal by any of the Stock Exchanges to grant listing and trading approval (“Stock Exchange Refusal”), the Book Running Lead Managers shall, no later than one Working Day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Offer Account Bank and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. 3.2.1.3 Upon receipt of an intimation from the Book Running Lead Managers in writing as per Clause 0. 0.0. 0: (a) The Escrow Collection Bank/Public Offer Account Bank, as the case may be, shall, forthwith, on receipt of the intimation by 9:00 P.M. on the same day, or in the event the intimation is received thereafter, then before 12:00 A.M. on the immediate next Working Day from the receipt of written intimation from the Book Running Lead Managers, transfer, with notice to the Book Running Lead Managers, the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts/Public Offer Account, as the case may be, to the Refund Account held with the Refund Bank, in accordance with the written instruction received from the Book Running Lead Managers in the prescribed form set out in Part B of Annexure B ; Immediately upon the transfer of amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar, the BRLMs, the Company and each of the Selling Shareholders; (b) Subject to Applicable Law, the Registrar shall forthwith, but not later than one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks, the Book Running Lead Managers, the Company, the Selling Shareholders and the SCSBs, (i) a list of Beneficiaries and the amounts to be refunded from the Refund Account to such Beneficiaries, and/or (ii) 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 and Escrow Collection Bank shall 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 this Clause 3.2.1.3(b) and the Registrar shall, on the same Working Day provide to the Book Running Lead Managers, the Refund Bank, the Sponsor Banks, the Company and the Selling Shareholders, 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 to the Offer shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Registrar to the Offer and the Book Running Lead Managers within one (1) Working Day, from the receipt of written intimation of the failure of the Offer provide to the Escrow Collection Bank, the Refund Bank, the Sponsor Banks, the Company and the Selling Shareholders, the written instruction to transfer the funds from the Public Offer Account to the Refund Account (in the format specified in Annexure C). Accordingly, the Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such written intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. The Refund Bank confirms that it has the required technology and process to ensure and shall ensure that refunds made pursuant to the failure of the Offer in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the written instructions received from the Registrar to the Offer only to (a) the bank account of the Bidder from which the Bid Amount for Anchor Investors was remitted to the Escrow Collection Bank as per the instruction received from the Registrar to the Offer, and in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, (b) the respective bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public Offer Account, in case of occurrence of an event of failure of the Offer; (c) if applicable, the bank account of 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; and (d) unblocked in the same ASBA Account including account blocked through the UPI mechanism in case of UPI Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar on the same day. The Registrar further acknowledges the liability of the Company and the Selling Shareholders (to the extent of their respective Offered Shares) to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and applicable SEBI circulars, including UPI Circulars and SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 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 Minimum Subscription Failure and Stock Exchange Refusal; and (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, the Selling Shareholders and the Book Running Lead Managers, 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 a Minimum Subscription Failure or 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 immediately following Working Day and intimate the Parties. Such Beneficiaries will be sent a 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 refund 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 Managers 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 Managers. The Refund Bank shall act in accordance with the written instructions of the Book Running Lead Managers for 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 six Working Days after the Bid/Offer Closing Date, or any other period as prescribed under Applicable Law by the Registrar. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Book Running Lead Managers and the Registrar to the Offer in accordance with the procedure specified in the Red Xxxxxxx Prospectus and this Agreement. Immediately upon the transfer of the amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar to the Offer and Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). The entire process of refunds shall be completed within six (6) Working Days from the Bid/Offer Closing Date or such other period prescribed under the SEBI ICDR Regulations and other Applicable Laws. However, in the case of Minimum Subscription Failure or Stock Exchange Refusal, the entire process of dispatch of refunds of amounts through electronic clearance shall be completed within four days from the Bid/ Offer Closing Date (in the event of a Minimum Subscription Failure) or the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. The Refund Bank shall intimate in writing, along with the updated bank account statement to the BRLMs and the Registrar (with a copy to the Company and the Selling Shareholders) post the completion of the transfer of the amount from the Refund Account. 3.2.1.4 Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks shall discharge their duties and obligations under this Agreement and shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith, and each in case, in accordance with the terms of this Agreement, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, applicable SEBI Regulations (to the extent it is applicable for the performance of any obligation under this Agreement) and any other Applicable Law. 3.2.1.5 The Registrar, the Escrow Collection Bank, Public Offer Account Bank, Sponsor Banks and the Refund Bank agree to be bound by any instructions in writing from the Book Running Lead Managers and also agree to render all requisite cooperation and assistance in this regard.

Failure of the Offer. (a) The Offer shall be deemed to have failed in the event of the occurrence of any one of the following events: a(i) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for any reasonon the dates mentioned in the Red Xxxxxxx Prospectus, including on or before the Bid/Offer Opening Date or not taking place for any other revised date agreed between the Partiesreason; c(ii) The the RoC Filing filing not having been completed occurred on or prior to the Drop Dead Date for any reason; d(iii) The the Offer shall have become illegal, becomes illegal or non-compliant with Applicable Law orLaw, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, unenforceable including by pursuant to any Applicable Law or pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 LawLaws; e(iv) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h(v) At least 90% subscription is not received in the Fresh Issue as declaration of the Bid / Offer Closing Date; i) The Companyintention of the Company and the Selling Shareholders, in consultation with the Lead Managers, withdraws to withdraw and/or cancel and/or abandon the Offer at any time after the Bid/Offer Opening Date until the date of Allotment or if the Offer is withdrawn prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; kvi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 1957, as amended have not been Allotted in the Offer; l(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue as on the Bid/Offer Closing Date; (viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless such date is otherwise extended in writing by the parties to the Underwriting Agreement; (ix) non-receipt of any regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the listing and trading approval from each of the Stock Exchanges; (x) in case of a failure to Allot at least 75% of the Net Offer to Qualified Institutional Buyers; (xi) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Offer Agreement is 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 Offer Account ; or (xii) such other event as may be mutually agreed upon amongst by the Company, the Selling Shareholders and the Lead Managers in writing. (b) On becoming aware of an event specified in Section 3.2.1 (a) upon receipt of the information from the Company, the Lead Managers shall intimate in writing (in the form specified in Annexure B) to the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank, the Sponsor Bank and the Registrar to the Offer (with a copy to the Company and the Selling Shareholders. Provided that, on becoming aware of the event specified in Section 3.2.1(a)(vii) “Minimum Subscription Failure”) or Section 3.2.1(a)(ix) to the extent that there is refusal by any of the Stock Exchanges to grant listing and trading approval (“Stock Exchange Refusal”), the Lead Managers shall, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Offer Account Bank and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. (c) Upon receipt of an intimation from the Lead Managers in writing as per Section 3.2.1(b): (a) The Escrow Collection Bank/Public Offer 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 Lead Managers, transfer, with notice to the Lead Managers, the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts/Public Offer Account, as the case may be, to the Refund Account held with the Refund Bank, in accordance with the direction received from the Lead Managers in the prescribed form set out in Annexure B. Provided that in the event of a Minimum Subscription Failure or 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 Lead Managers, the Selling Shareholders 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 Lead Managers in the prescribed form Annexure B; (b) Subject to Applicable Law, the Registrar shall forthwith, but not later than one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Bank, SCSBs, the Lead Managers, the Company and the Selling Shareholders, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries, and/or (ii) 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 and Escrow Collection Banks shall 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 this Section 3.2.1(c)(b) and the Registrar shall, on the same Working Day provide the list of beneficiaries to the Lead Managers, the Refund Bank, the Sponsor Bank 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 to the Offer shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Registrar to the Offer and the Lead Managers within one (1) Working Day, from the receipt of intimation of the failure of the Offer provide to the Escrow Collection Bank, the Refund Bank, the Sponsor Bank, the Company and the Selling Shareholders, the instruction to transfer the funds from the Public Offer Account to the Refund Account (in the format specified in Annexure C). Accordingly, the Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum.. The Refund Bank confirms that it has the required technology and processes to perform its obligations under the agreement and shall ensure that refunds made pursuant to the failure of the Offer in accordance with Section 3.2.1(a) of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Offer only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Account in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, (b) the respective bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public Offer Account; and (c) if applicable, the bank account of 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 SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and shall accordingly provide all assistance in this regard, to ensure that the refunds (along with interest if any) are made within four days (or such applicable time period as may be prescribed by SEBI) in case of Minimum Subscription Failure and Stock Exchange Refusal; and (c) The Refund Bank shall, forthwith but no later than one (1) Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the Company, the Selling Shareholders and the Lead Managers, 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. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar on the same day. Provided that, in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Refund Bank shall transfer the requisite amounts as required 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 will be sent a 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 refund 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 Lead Managers 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 Lead Managers. The Refund Bank shall act in accordance with the instructions of the Lead Managers for issuances of these instruments. Physical refunds (if any) shall also be the responsibility of the Refund Bank. Beneficiaries will be sent a letter by the Registrar, through ordinary post informing them about the mode of credit of refund within four (4) Working Days after the Bid/Offer Closing Date, or any other period as prescribed under Applicable Law by the Registrar. The entire process of refunds shall be completed within six (6) Working Days from the Bid/Offer Closing Date or such other period prescribed under the SEBI ICDR Regulations and other Applicable Laws. However, in the case of Minimum Subscription Failure or Stock Exchange Refusal, the entire process of dispatch of refunds of amounts through electronic clearance shall be completed within four days from the Bid/ Offer Closing Date (in the event of a Minimum Subscription Failure) or the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. The Surplus Amount shall be transferred to the Refund Account at the instructions of the Lead Managers and the Registrar to the Offer in accordance with the procedure specified in the Red Xxxxxxx Prospectus and this Agreement. Immediately upon the transfer of the amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar to the Offer, the Lead Managers, the Company and each of the Selling Shareholders. (d) The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement if they have acted in accordance with the terms of this Agreement, applicable SEBI Regulations and any other Applicable Law (e) The Registrar, the Escrow Collection Bank, Public Offer Account Bank, Sponsor Bank and the Refund Bank agree to be bound by any instructions in writing from the Lead Managers and also agree to render all requisite cooperation and assistance in this regard.

Failure of the Offer. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events:events (“Failure of the Offer”): a) The Bid / Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; cb) The RoC Filing shall not having have been completed prior to the Drop Dead Date for any reason; dc) The Offer shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority government authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; ed) The declaration of the intention of the CompanyCompany and each of the Selling Shareholders, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; fe) Failure to enter into the Underwriting Agreement on or prior to the RoC FilingFiling 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 Offer Account in terms of Clause 3. 2.3.1 of the Cash Escrow and Sponsor Bank Agreement; gf) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; jg) any of the Engagement Fee Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf; kh) 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 number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; lj) such other event as may be mutually agreed upon amongst the Company Company, each of the Selling Shareholders and the Lead Managers, or as required under Applicable Law.

Failure of the Offer. 3.2.a.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events:events (“Event of Failure”): (a) The Bid / the Bid/Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d) The Offer 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 by pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body regulatory authority having requisite authority and jurisdiction over the Offer; (c) non-receipt of any regulatory approvals, in a timely manner in accordance with Applicable Law or at all, including, without limitation, refusal by a Stock Exchange to grant the final listing and trading approval or non-disposition of an application for a listing and trading any approval by a from the Stock Exchange Exchanges within the time period specified prescribed under Applicable LawLaw or such other date as may be agreed upon by the Company, the Selling Shareholders and the BRLMs; e(d) The the declaration of the intention of the CompanyCompany and the Selling Shareholders, in consultation with the Lead Managers BRLMs, to withdraw and/ or and/or cancel the Offer at any time including after the Bid/ Bid/Offer Opening Date and until the date of AllotmentDesignated Date, in accordance with Applicable Law; f(e) Failure to enter into the Underwriting Agreement on (if executed), or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is Fee Letter being terminated against all the Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes having become illegal or unenforceable for any reason or, in the event that non-compliant with Applicable Law 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; k(f) the prospective number of Allottees being less than 1,000 (one thousand); (g) 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, Selling Shareholders and the BRLMs; (h) the requirement for Allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Regulation Rules, 1957 have 1957, as amended, is not been Allotted in the Offerfulfilled; l(i) the Underwriting Agreement not having been executed on or prior to the RoC Filing, unless such date is otherwise extended in writing by Parties; (j) the RoC Filing not having been completed prior to the Drop Dead Date for any reasons; and (k) such other event as may be mutually agreed upon amongst among the Company Company, the Selling Shareholders and the Lead Managers, or as required under Applicable LawBRLMs.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) The Bid / Bid/ Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between dates mentioned in the PartiesRed Xxxxxxx Prospectus; (c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; (d) The Offer shall have become illegal, non-compliant with Applicable Law Laws or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 LawLaws (“Stock Exchange Refusal”); (e) The declaration of the intention of the CompanyCompany and the Selling Shareholders, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date Designated Date or if the Offer is withdrawn by the Company, in consultation with the Managers prior to the execution of AllotmentUnderwriting 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 Filingunless 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 Offer Account in terms of Clause 3.2.3.1; (g) The number of Allottees being less than 1,0001,000 (“Minimum Subscription Failure”); (h) At least 90% There is insufficient subscription is not received in the Fresh Issue as Offer for complying with the applicable requirements relating to minimum public float, under Rule 19(2)(b) of the Bid / Offer Closing DateSCRR; (i) The Such other event as may be agreed upon, in writing, among the Company, in consultation with the Lead Selling Shareholders and the Managers, withdraws the Offer prior to the execution ; or (j) Any of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Fee Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority judicial, statutory, quasi-judicial, administrative and/or regulatory authority having requisite authority and jurisdiction in this behalf;. k) the minimum number 3.2.1.2 On becoming aware of Equity Shares as prescribed under Rule 19(2)(b) an event specified in Clause 3. 2.1.1 or upon receipt of the Securities Contracts information from the Company, whichever is earlier, the Managers shall intimate in writing (Regulation) Rules, 1957 have not been Allotted in the Offer; lform provided in Schedule IX) to the Banker to the Offer and the Registrar of the occurrence of such other event as may be mutually agreed upon amongst event, with a copy to the Company and the Lead Selling Shareholders. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Managers shall as soon as reasonably possible and in 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 and the Selling Shareholders. 3.2.1.3 Upon receipt of an intimation from the Managers in writing as per Clause 0. (a) The Escrow Collection Bank/Public Offer 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 Managers, transfer, with notice to the Managers, the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts/Public Offer Account, as the case may be, to the Refund Account held with the Refund Bank, in accordance with the direction received from the Managers in the prescribed form set out in Schedule IX. Provided that in the event of a Minimum Subscription Failure or as required under 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 Managers, the Selling Shareholders 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 Managers in the prescribed form Schedule IX. (b) Subject to Applicable Law, the Registrar shall forthwith, but not later than one Working Day after receipt of the intimation as per Clause 3.2.1.2 above and the reconciliation of accounts with the Escrow Collection Bank/ Public Offer Account Bank, as the case may be, provide to the Managers, the Refund Bank, the Sponsor Bank, the SCSBs, the Company and the Selling Shareholders, a list of Beneficiaries and the amounts to be refunded 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 Managers, the Refund Bank, the Sponsor Bank, the SCSBs and the Company, and the amounts to be refunded 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. The Registrar agrees to be bound by any such instructions from the Managers and agrees to render all requisite cooperation and assistance in this regard. Refunds made pursuant to the failure of the Offer as per Clause 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;

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) the Company and/or the Promoter Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (b) The Bid / Bid/ Offer 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(c) Any any event due to which the process of bidding or the acceptance of Bids cannot start on the dates mentioned in the Offer Documents (including any revisions thereof mutually agreed among the Company, the Promoter Selling Shareholders and the Lead Managers for any reason, including on ) or before the Bid/Offer Opening Date or not taking place for any other revised reason within twenty (20) days of the date agreed between of the Partiesfiling of the Red Xxxxxxx Prospectus with the RoC; c(d) The the RoC Filing does not having been completed occur on or prior to the Drop Dead Date for any reason; d(e) The the Offer 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, the Promoter Selling Shareholders and the Lead Managers; (g) the Offer become illegal, illegal or non-compliant with Applicable Law orLaw, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by unenforceable pursuant to any Applicable Law or pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; e(h) The declaration in accordance with Regulation 49(1) of the intention of SEBI ICDR Regulations, if the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The minimum number of Allottees being less than 1,000; h(i) At least 90% subscription is not received in the Fresh Issue as declaration of the Bid / Offer Closing Date; i) The Companyintention of the Company and Promoter Selling Shareholders, in consultation with the Lead Managers, withdraws to withdraw and/or cancel and/or abandon the Offer prior to at any time including after the execution of Bid/Offer Opening Date until the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx ProspectusClosing Date; (j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have 1957, as amended, not having been Allotted in the Offer; (k) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in writing by the Company, the Promoter Selling Shareholders, the Members of the Syndicate and the Registrar; or (l) such other event as may be mutually agreed upon amongst by the Company Company, the Promoter Selling Shareholders, and the Lead Managers, or as required under Applicable Law.

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: a) The Bid / Bid/ Offer 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 bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d) The Offer shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 LawLaw (“Stock Exchange Refusal”); e) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At at least 90% subscription is not received in the Fresh Issue as of the Bid / Bid/Offer Closing DateDate ("Minimum Subscription Failure"); i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; l) such other event as may be mutually agreed upon amongst the Company and the Lead Managers, or as required under Applicable Law. 3.2.1.2. On becoming aware of an event specified in Clause 3.2.1.1. or upon receipt of the information from the Company or Selling Shareholders in writing, the Lead Managers shall, on the same day, intimate in writing (in the form provided in Schedule II) to the Bankers to the Offer and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Lead Managers shall, on the same day, intimate in writing (in the form provided in Schedule II) to the Escrow Collection Bank, Refund Bank, Public Offer Account Bank and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. 3.2.1.3. Upon receipt of an intimation from the Lead Managers in writing as per Clause 3. (a) The Escrow Collection Bank/Public Offer Account Bank, as the case may be, shall, forthwith, and in any case, not later than one Working Day from the receipt of written intimation from the Lead Managers, transfer, with notice to the Lead Managers, each of the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts/Public Offer Account, as the case may be, to the Refund Accounts held with the Refund Bank, in accordance with the direction received from the Lead Managers in the prescribed form set out in Schedule II. Provided that in the event of a Minimum Subscription Failure or 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 Lead Managers, the Company and the Selling Shareholders, 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 Lead Managers in the prescribed form Schedule II. (b) Subject to Applicable Law, the Registrar shall forthwith, but not later than one Working Day after receipt of the intimation as per Clause 3.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: a) The Bid / Offer 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 bidding Bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Bid/ Offer Opening Date or any other revised date agreed between the PartiesParties for any reason; b) the withdrawal or cancellation or declaration of the intention of the Bank and / or the Selling Shareholders to withdraw and/or cancel the Offer at any time after the Bid/ Offer Opening Date until the Designated Date; c) The failure to enter into the Underwriting Agreement on or prior to filing of the Prospectus with the RoC Filing not having been completed unless such date is otherwise extended in writing by the parties to the Underwriting Agreement, or the Engagement Letter, the Offer Agreement, or the Underwriting Agreement being terminated with respect to all Parties or all the BRLMs/Underwriters (as the case may be) in accordance with its terms, prior to the Drop transfer of funds into the Public Offer Account; d) the RoC Filing does not occur on or prior to the Drop-Dead Date for any reason; de) The the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; f) at least 90% subscription is not received in the Fresh Issue, as on the Bid/Offer shall have become Closing Date; g) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, the number of Allottees to whom the Equity Shares are Allotted is less than 1,000; h) if there is a non-compliance or breach by the Bank or the Selling Shareholders of Applicable Law in relation to the Offer, or if the Offer becomes illegal, non-non- compliant with Applicable Law or, shall have been Laws or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body governmental authority having requisite authority and jurisdiction over the Offer, including, without limitation, such as refusal by a Stock Exchange to grant the 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 Law; e) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus;IPO Long Stop Date; and j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; l) such other event as may be mutually agreed upon amongst among the Company Bank, the Selling Shareholders and the BRLMs. 3.2.1.2 On becoming aware of an event specified in Clause 3.2.1.1. upon receipt of the information from the Bank or Selling Shareholders in writing, as the case may be, the Book Running Lead Managers shall intimate in writing (in the form provided in Schedule II) to the Bankers to the Offer and the Registrar of the occurrence of such event, with a copy to the Bank and the Selling Shareholders. Provided that, on becoming aware of the event specified in Clause 3.2.1.1 (f) (“Minimum Subscription Failure”) or 3.2.1.1 (i) 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 II) to the Escrow Collection Bank, Refund Bank, Public Offer Account Bank and the Registrar of the occurrence of such event, with a copy to the Bank and the Selling Shareholders. 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 Offer 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, each of the Selling Shareholders and the Bank, any amounts standing to the credit of the Escrow Accounts/Public Offer 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 II. Provided that in the event of a Minimum Subscription Failure or Stock Exchange Refusal, the Escrow Collection Bank shall, on the same Working Day (in the event the intimation is received up to 9:00 pm on such Working Day), or in the event the intimation is received post 9:00 pm, on the immediate next Working Day before 12:00 am, with notice to the Book Running Lead Managers, the Bank and the Selling Shareholders, 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 Managers in the prescribed form Schedule II. Immediately upon the transfer of amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar, the BRLMs and the Bank. (b) Subject to Applicable Law, the Registrar shall forthwith, on the same Working Day after receipt of the intimation as per Clause 3.2.1.2. above and the reconciliation of accounts with the Escrow Collection Bank/Public Offer Account Bank, as the case may be, provide to the Book Running Lead Managers, Escrow Collection Bank, Public Offer Account Bank, the Refund Bank, the Sponsor Banks, the Selling Shareholders and the Bank, 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. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Registrar and Escrow Collection Bank shall 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 this Clause 3.2.1.3(b) and the Registrar shall, on the same Working Day provide the list of Beneficiaries to the Book Running Lead Managers, the Refund Bank, the Sponsor Banks and the Bank, 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 Bank an estimate of the stationery that will be required for printing the refund intimations. Accordingly, the Bank shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, if required, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the RHP, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. Refunds made pursuant to the failure of the Offer as per Clause 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 bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public Offer Account; and (iii) if applicable, the bank account of 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 Bank to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations, the UPI Circulars and the SEBI Process Circulars, to the extent applicable, and shall accordingly provide all assistance in this regard, to ensure that the refunds are made within such applicable time period as may be prescribed by SEBI in case of Minimum Subscription Failure or Stock Exchange Refusal. Each Selling Shareholder shall, severally and not jointly, be responsible to pay, or reimburse, as the case may be, any interest for such delays in making refunds, only to the extent of its Offered Shares. , provided that such Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely by or is directly attributable to an act or omission of such Selling Shareholder. (c) The Refund Bank shall, forthwith and on the same Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the Bank, the Selling Shareholders and the Book Running Lead Managers, 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 a Minimum Subscription Failure or 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 immediately following Working Day. Such Beneficiaries will be sent a letter by the Registrar, through ordinary post informing them about the mode of credit of refund within one (1) Working Day after the Bid/Offer Closing Date. The Surplus Amount shall be transferred to the Refund Account at the instructions of the Book Running Lead Managers and the Registrar to the Offer in accordance with the procedure specified in the Red Xxxxxxx Prospectus and this Agreement. Immediately upon the transfer of the amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar to the Offer, the Book Running Lead Managers, the Bank and each of the Selling Shareholders. (d) The Refund Bank shall within one (1) Working Day, 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 2:00 p.m. on the second Working Day from the Bid/Offer Closing Date (or any other period as prescribed under Applicable Law). The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar on the same day. Anchor Investors will be sent a 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 Refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the Registrar and Book Running Lead Managers forthwith and arrange for such refunds to be made through Offer and immediate delivery of demand drafts if requested by the Bidder and/or the Book Running Lead Managers subject to receipt of instruction from the Registrar. The Refund Bank shall act in accordance with the instructions of the Registrar and Book Running Lead Managers for issuances of these instruments. The entire process of refunds shall be completed before 2:00 p.m. on the second Working Day from the Bid/ Offer Closing Date in accordance with Applicable Law. Such Beneficiaries will be sent a letter by the Registrar through ordinary post informing them about the mode of credit of refund within one (1) Working Day after the Bid/ Offer Closing Date, by the Registrar. (e) Save and except for the terms and conditions of this Agreement and the Offer Documents, the Escrow Collection Bank, the Public Offer 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. (f) The Registrar, the Escrow Collection Bank, Public Offer Account Bank, Sponsor Banks and the Refund Bank agree to be bound by any instructions in writing from the Book Running Lead Managers and also agree to render all requisite cooperation and assistance in this regard.

Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) The Bid / Bid/ Offer 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 any event due to which the process of bidding Bidding or the acceptance of Bids cannot start for on the dates mentioned in the Offer Documents (including any reasonrevisions thereof), including the Offer not opening on or before the Bid/Offer Opening Date or any other revised date agreed between the PartiesParties for any reason; (c) The the RoC Filing not having been being completed on or prior to the Drop Dead Date for any reason; (d) The Offer shall have become illegal, nonNon-compliant receipt of any regulatory approvals in a timely manner in accordance with the Applicable Law or, shall have been injuncted Laws or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offerat all, including, without limitation, refusal by a Stock Exchange to grant the 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 LawLaws and any other approval from the Stock Exchanges; (e) The the Offer shall have become illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable including pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (f) failure to comply with the requirements of the number of Allottees in the Offer being at least 1,000 or minimum subscription of 90% of the Fresh Issue; (g) the declaration of the intention of the Board of Directors or the IPO Committee of the Company, as applicable, in consultation with the Lead Managers BRLMs to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into Allotment or if the Underwriting Agreement on Offer is withdrawn by the Board of Directors or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as IPO Committee of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer BRLMs prior to the execution of the Underwriting Agreement underwriting agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j(h) any failure to comply with the requirements of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; k) the minimum allotment of at least such number of Equity Shares in the Offer as prescribed under Rule 19(2)(b) of the Securities Contracts (RegulationRegulations) Rules, 1957 have not been Allotted in the Offer1957; l(i) The Offer Agreement being terminated in accordance with its terms and conditions; (j) 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 (k) such other event as may be mutually agreed upon amongst by the Company, the Selling Shareholders, and the BRLMs. 3.2.1.2 The BRLMs shall intimate in writing to the Escrow Collection Bank and/or the Public Offer Account Bank and/or the Refund Bank and/or Sponsor Banks (with a copy to the Company and the Lead ManagersSelling Shareholders), as appropriate, and the Registrar of the occurrence of any of the events specified in Clause 3.2.1.1, following the receipt of the relevant information from the Company or the Selling Shareholders, as required under Applicable Lawthe case may be, in the form prescribed (as set out in Schedule I hereto): 3.2.1.3 (a) The Escrow Collection Bank shall, on receipt of an intimation from the BRLMs in writing as per Clause 3.2.1.2, after notice to the Registrar, BRLMs, Selling Shareholders and the Company forthwith on the same Working Day and in any case not later than one Working Day from the receipt of written intimation from the BRLMs, transfer any amounts standing to the credit of the Cash Escrow Accounts to the Refund Account held with the Refund Bank, for the purpose of refunding such amounts to the Anchor Investors as directed by the BRLMs. Immediately upon the transfer of amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar, the BRLMs, the Company and each of the Selling Shareholders.

Failure of the Offer. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) The Bid / Offer 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 bidding or the acceptance of Bids cannot start take place for any reason, reason during the dates mentioned in the Red Herring Prospectus (including on or before the Bid/Offer Opening Date or any other revised date agreed between the Partiesrevisions thereof); c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason; d(b) The Offer shall have become illegal, non-compliant with Applicable Law illegal or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by pursuant to any Applicable Laws or any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, statutory or regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer; (c) Non-receipt of any regulatory approvals in a timely manner in accordance with the Applicable Law or at all, including, without limitation, refusal by a Stock Exchange to grant the 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 Lawapprovals; e(d) The declaration of the intention of the CompanyCompany and the Selling Shareholders, in consultation with the Lead Managers BRLM, to withdraw and/ and / or cancel the Offer at any time including after the Bid/ Bid / Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or and prior to the RoC FilingClosing Date, in accordance with Applicable Laws; g(e) The Underwriting Agreement or the Offer 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 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 Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i(g) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution requirement for allotment of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Regulation Rules, 1957 have 1957, as amended, is not been Allotted in the Offerfulfilled; l(h) such Such other event as may be mutually agreed upon amongst among the Company, the Selling Shareholders and the BRLM; (i) The RoC Filing not being completed on or prior to the Drop Dead Date for any reason; and (j) The Underwriting Agreement not having been executed on or prior to the date of RoC Filing of Prospectus, unless such date is otherwise extended in writing by the Company, the Selling Shareholders and the BRLM. 3.2.1.1 The BRLM shall intimate in writing to the Escrow Collection Bank, Public Offer Bank, Refund Bank, and Sponsor Bank (with a copy to the Company and the Lead ManagersSelling Shareholders), and the Registrar (in the form specified in Schedule I hereto) of the occurrence of any of the following: (a) An event specified in Clause 3.2.1, following the receipt of the relevant information from the Company or the Selling Shareholders, as the case may be; and/or (b) An event specified in Clause 10.2.4, if the BRLM chose to collectively terminate this Agreement. (c) The Escrow Collection Bank shall, on receipt of an intimation from the BRLM in writing as per Clause 3.2.1.1, after notice to the Registrar to the Offer, BRLM, Selling Shareholders and the Company forthwith on the same Working Day (for instructions issued during the business hours) and in any case not later than one Working Day from the receipt of written intimation from the BRLM, transfer any amounts standing to the credit of the Cash Escrow Accounts to the Refund Account held with the Refund Bank, for the purpose of refunding such amounts to the Anchor Investors as directed by the BRLM. (d) On receipt of intimation from the BRLM of the failure of the Offer as per Clause 3.2.1(j), the Registrar to the Offer shall, after issuing notice to the BRLM, the Company and the Selling Shareholders, within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank and Public Offer Bank (which shall be completed within one (1) Working Day after the receipt of intimation of failure of the Offer) provide to the Escrow Collection Bank, the Public Offer Bank, the Refund Bank, the Sponsor Bank, the SCSBs, the BRLM, the Company and the Selling Shareholders, a list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries (in the form specified in Schedule II, hereto) and 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 Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto in accordance with this Clause 3.2.1.1, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Offer Documents. The Registrar agrees to be bound by any such instructions from the BRLM and agrees to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology/processes to ensure that refunds made pursuant to the failure of the Offer as per Clause 3.2.1, shall be credited only to: (i) the bank account of the Anchor Investors from which the Bid Amount was remitted to the Escrow Collection Bank by Anchor Investors and (ii) the amount, if any, is remitted to the respective Escrow Collection Bank by the Underwriters pursuant to the terms of the Underwriting Agreement, (iii) unblocked to the same ASBA Account in case of ASBA Bidders including amount blocked through the UPI mechanism as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. (e) The Refund Bank shall provide the details of the UTR/control numbers of such transfers to the Registrar on the same day. Such Anchor Investors will be sent a 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 refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NECS/direct credit, the Refund Bank shall inform the BRLM 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 BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. Physical refunds (if any) shall also be the responsibility of the Refund Bank. The entire process of refunds shall be completed within six (6) Working Days from the Bid/Offer Closing Date in accordance with Applicable Law. Such Beneficiaries will be sent a letter by the Registrar, through ordinary post informing them about the mode of credit of refund within six Working Days after the Bid/ Offer Closing Date by the Registrar. Or within such other time as may be prescribed under Applicable Law, by the Registrar. The Surplus Amount shall be transferred to the Refund Account at the instructions of the BRLM and the Registrar to the Offer in accordance with the procedure specified in the Red Herring Prospectus and this Agreement. Immediately upon the transfer of the amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar to the Offer, the BRLM, the Company and the Selling Shareholders. (f) The Escrow Collection Bank, Public Offer Bank, the Refund Bank and the Sponsor Bank shall stand discharged of all their legal obligations under this Agreement only if they have acted in a bona fide manner and in good faith and in accordance with the terms of this Agreement, the Red Herring Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the SEBI ICDR Regulations and any other Applicable Laws. All refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the benefit of the Beneficiaries without any right or lien thereon. (g) The Registrar, and Axis Bank, being the Escrow Collection Bank, Public Offer 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 in this regard.

Failure of the Offer. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: a) The Bid / Offer 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 bidding Bidding or the acceptance of Bids cannot start for start, on the dates mentioned in the Red Xxxxxxx Prospectus (including any reasonrevisions thereof), including the Offer not opening on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties; c) The RoC Filing not having been completed prior to the Drop Dead Date Parties for any reason; b) the declaration of the intention of the Company and/or the Promoter Selling Shareholder, in consultation with the Book Running Lead Managers, to withdraw from and/or cancel the Offer at any time after the Bid/Offer Opening Date until the date of Allotment; c) if the Company and Promoter Selling Shareholder, in consultation with the Book Running Lead Managers, withdraw the Offer prior to the execution of Underwriting Agreement in accordance with the Offer Agreement and the Red Xxxxxxx Prospectus; d) The 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; e) the Engagement Letter, the Offer shall have Agreement or the Underwriting Agreement being terminated in accordance with its terms or having become illegal, illegal or non-compliant with Applicable Law or unenforceable for any reason or, shall have 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 Offer Account in terms of Clause 3.2 of the Cash Escrow and Sponser Bank Agreement; f) the RoC Filing not being completed on or prior to the Drop Dead Date, for any reason; g) in case of a failure to receive (i) minimum subscription of 90% of the Fresh Issue and (ii) a subscription in the Offer equivalent to at least the minimum number of securities as specified under Rule 19(2)(b) of the SCRR; h) In accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the number of Allottees to whom the Equity Shares are being Allotted is less than 1,000 (“Minimum Subscription Failure”); i) the Offer becomes illegal or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, including without without limitation, refusal by a Stock Exchange to grant the 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 Law; e) The declaration Laws and any approval from the Stock Exchanges that may be required for the deposit of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received Offered Shares in the Fresh Issue as of Escrow Account for a period beyond six months from the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx ProspectusDeposit Date (“Stock Exchange Refusal”); j) non-receipt of any of the Engagement Letter, regulatory approvals for the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the Lead Managers/Underwriters (as the case may be) in a timely manner in accordance with its terms Applicable Law or becomes illegal or unenforceable for any reason orat all, in including, the event that its performance has been prevented by any Governmental Authority having requisite authority listing and jurisdiction in this behalftrading approval from the Stock Exchanges; k) the minimum number in case of Equity Shares as prescribed under Rule 19(2)(b) a failure to Allot at least 75% of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the OfferNet Offer to Qualified Institutional Buyers; l) such other event as may be mutually agreed upon amongst among the Company, the Promoter Selling Shareholder and the Book Running Lead Managers. Upon the happening of any one of the aforesaid events, the Company shall issue a notice in writing to the Share Escrow Agent, the Promoter Selling Shareholder and to each of the Lead Managers, or as required under Applicable LawBRLMs (“Share Escrow Failure Notice”).

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of the occurrence of any one of the following events: a(i) The Bid / Offer 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(ii) Any any event occurs due to which the process of bidding Bidding or the acceptance of Bids cannot start for any reasonstart, including on or before the Bid/Offer Opening Date or not taking place for any other revised date agreed between the Partiesreason; c(iii) The the RoC Filing not having been completed occurred on or prior to the Drop Dead Date for any reason; d(iv) The the Offer shall have become illegal, becomes illegal or non-compliant with Applicable Law or, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, statutory or regulatory or Governmental Authority or body authority having requisite authority and jurisdiction over the Offer; (v) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, includingthe minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Offer is less than 1,000; (vi) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, without limitation, refusal by a Stock Exchange to grant the listing and trading approval including rejection or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Law; e(vii) The the declaration of the intention of the CompanyCompany and the Selling Shareholders, in consultation with the Lead Managers BRLMs, to withdraw and/ or and/or cancel and/or abandon the Offer at any time after the Bid/ Bid/Offer Opening Date until the date of AllotmentDesignated Date; f(viii) Failure to enter into comply with the Underwriting Agreement on or prior to requirements of the RoC Filing; g) The number of Allottees in the Offer being less than 1,000at least 1,000 or minimum subscription of 90% of the Fresh Issue; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; kix) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer; l(x) the Underwriting Agreement is not executed on or prior to the Drop Dead Date, unless the date is mutually extended by the BRLMs, the Company and the Selling Shareholders; (xi) any of the Engagement Letters, the Underwriting Agreement (if and when executed) or the Offer Agreement, after its execution, is terminated in accordance with their respective 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; (xii) if the Offer is postponed or withdrawn or abandoned for any reason prior to filing the RHP with the Registrar of Companies; or (xiii) such other event whatsoever, as may be mutually agreed upon amongst among the Company, the Selling Shareholders and the BRLMs in writing. 3.2.1.2. The BRLMs shall, on the receipt of the relevant information from the Company or the Selling Shareholders, as the case maybe, regarding such an event as specified in Section 3.2.1.1, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank, the Sponsor Banks and the Registrar to the Offer (with a copy to the Company and the Lead ManagersSelling Shareholders), of the occurrence of any event specified in Section 3.2.1.1 of this Agreement (in the form specified in Annexure B). 3.2.1.3. On receipt of intimation of the failure of the Offer from the BRLMs in accordance with Section 3.2.1.2 of this Agreement, the Registrar to the Offer shall forthwith, on the same Working Day of such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks, the BRLMs, the Company and the Selling Shareholders (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries, and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts (including accounts blocked through the UPI Mechanism, as applicable). The Registrar to the Offer shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Offer’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. The Registrar to the Offer and the Bankers to the Offer agree to be bound by any instructions from the Company and the BRLMs and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to undertake all activities mentioned in this Agreement. The Refund Bank shall ensure that refunds made pursuant to the failure of the Offer in accordance with Section 3.2.1.1 of this Agreement, shall be credited only to (i) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts (including accounts blocked through the UPI Mechanism, as applicable) in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, (ii) remitted to the respective bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public offer Account, if applicable and (iii) the bank account of 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 requirement under Applicable Law to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and the UPI Circulars and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, to ensure that the refunds are made within two (2) Working Days (or such other time period as may be prescribed under Applicable Law). 3.2.1.4. The Registrar to the Offer, together with the BRLMs, shall forthwith and on the same Working Day, instruct the Escrow Collection Bank and the Public Offer Account Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Offer Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company and the Selling Shareholders) (in the form specified in Annexure C). The Escrow Collection Bank shall, forthwith, on the same day on which intimation is received or in the event the intimation is received post banking hours, on the immediate next Working Day,, transfer, with notice to the Company and the Selling Shareholders, all amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank, in accordance with the instructions received from the BRLMs and the Registrar in the prescribed form in Annexure C. 3.2.1.5. The Refund Bank shall, forthwith and on the same Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the BRLMs, the Company and the Selling Shareholders, ensure that the transfer of the requisite amount to the account of the Beneficiaries, in accordance with the list of Beneficiaries received from the Registrar. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar on the same day. Such Beneficiaries will be sent a 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 refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the Registrar to the Offer and BRLMs 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 BRLMs. The Refund Bank shall act in accordance with the instructions of the BRLMs for issuances of these instruments. Physical refunds (if any) shall also be the responsibility of the Refund Bank. The entire process of refunds shall be completed within two (2) Working Days from the Bid/Offer Closing Date or such other time as prescribed under Applicable Law. 3.2.1.6. Subject to Section 11.2.7 of this Agreement, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, applicable SEBI Regulations, the UPI Circulars and any other Applicable Law.

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) The Bid / Offer 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 bidding or the acceptance of Bids cannot start on the dates mentioned in the Offer Documents (including any revisions thereof mutually agreed among the Company, the Selling Shareholders and the Lead Managers for any reason, including on ) or before the Bid/Offer Opening Date or not taking place for any other revised reason within twenty (20) days of the date agreed between of the Partiesfiling of the Red Xxxxxxx Prospectus with the RoC; c(b) The the RoC Filing does not having been completed occur on or prior to the Drop Dead Date for any reason; (c) the Offer Agreement being terminated in accordance with its terms and conditions; (d) The 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, Selling Shareholders and the Lead Managers; (e) the Offer shall have become illegal, illegal or non-compliant with Applicable Law orLaw, shall have been or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by unenforceable pursuant to any Applicable Law or pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; e(f) The in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees being less than 1,000; (g) the declaration of the intention of the Company, in consultation with the Lead Managers Managers, to withdraw and/ or and/or cancel and/or abandon the Offer at any time including after the Bid/ Bid/Offer Opening Date until the date of Allotment; f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date; i(h) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution declaration of the Underwriting Agreement in accordance with intention of the Offer Agreement or Investor Selling Shareholders to withdraw and/or cancel and/or abandon the Red Xxxxxxx ProspectusOffer; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the 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 Governmental Authority having requisite authority and jurisdiction in this behalf; ki) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have 1957, as amended, not having been Allotted in the Offer; l(j) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in writing by the Company, the Selling Shareholders and the Lead Managers; or (k) such other event as may be mutually agreed upon amongst by the Company Company, the Selling Shareholders, and the Lead Managers, or as required under Applicable Law.

Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events:events (“Event of Failure”): (a) The Bid / the Bid/Offer Opening Date not taking place for any reason whatsoever, within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoeverProspectus read with the Addendum; (b) Any any event due to which the process of bidding Bidding or the acceptance of Bids cannot start for on the dates mentioned in the Offer Documents (including any reasonrevisions thereof), including the Offer not opening on or before the Bid/Offer Opening Date Date, or any other revised date mutually agreed between the PartiesParties for any reason; (c) The the RoC Filing not having been being completed on or prior to the Drop Dead Date for any reason; (d) The the Offer shall have become illegal, becomes illegal or non-compliant with Applicable Law orLaws, including in accordance with Regulation 49(1) of the SEBI ICDR Regulations if the number of Allottees having been less than 1,000 (one thousand), or shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by unenforceable pursuant to any Applicable Laws or pursuant to any order or directions direction passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the 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 Law; (e) The declaration non receipt of the intention of the Company, regulatory approvals in consultation a timely manner in accordance with the Lead Managers to withdraw and/ Applicable Laws or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotmentall; (f) Failure failure to enter into the Underwriting Agreement on or prior to the RoC Filing; g) The number of Allottees being less than 1,000; h) At least 90% subscription , unless the date is not received extended, by the BRLMs, the Company and the Selling Shareholders in the Fresh Issue as of the Bid / Offer Closing Date; i) The Companywriting, in consultation with the Lead Managers, withdraws the Offer prior to the execution of or the Underwriting Agreement in accordance with or the Offer Agreement or the Red Xxxxxxx Prospectus; j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is Letter being terminated against all the Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes having become illegal or unenforceable for any reason or, in the event that its non- compliant with Applicable Laws or, if their performance has been prevented by SEBI, Governmental Authority, any Governmental Authority 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 Offer Account; k(g) failure to comply with the requirements of allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer1957, as amended; l(h) such declaration of the intention of the Company and the Selling Shareholders, in consultation with the BRLMs, to abandon and/or withdraw and/or cancel the Offer at any time including after the Bid/Offer Opening Date and prior to the Closing Date, in accordance with Applicable Laws; or (i) Such other event as may be mutually agreed upon amongst among the Company Company, Selling Shareholders and the Lead ManagersBRLMs, or as required under Applicable Lawin writing.