Common use of FEES, COMMISSIONS AND EXPENSES Clause in Contracts

FEES, COMMISSIONS AND EXPENSES. (a) The Client will pay a management fee to JOHIM in respect of the period beginning with first receipt by JOHIM of any investments or money from the Client and ending with a Valuation Date (as defined in paragraph 7.2) and each period thereafter starting with the day after any Valuation Date and ending on the next Valuation Date (or the Termination Date [as defined in paragraph 9.1] if sooner). (b) The management fee shall be calculated in accordance with the "Scale Rates and Charges" set out in Schedule III. (c) The management fee shall be payable within 14 days of dispatch to the Client of an invoice which shall be sent to the Client as soon as is reasonably practicable after each Valuation Date. Unless otherwise instructed the Client's Capital Account will be debited with the amounts due to JOHIM on the 14th day after dispatch of such invoice. (d) In addition the Client shall reimburse JOHIM for any expenses or liabilities which it may incur in properly carrying out its duties hereunder. (b) The management fee shall be deemed to have accrued on a day-to-day basis, so that, if this Agreement commences or terminates other than on a Valuation Date (as defined below), the amount of the fee shall be duly apportioned. (c) Commissions (as set out in Schedule III) will be payable by the Client on purchases and sales of investments together with all expenses including stamp duties, stamp duty reserve tax and VAT thereon (if applicable). The Client recognises that JOHIM may gain a commission benefit from dealing in a bulk purchase or sale on behalf of JOHIM's clients, one of whom may be the Client, or from return commissions which benefit JOHIM shall be entitled to retain. JOHIM will be free to accept and retain as an addition to its fees and commissions any other commissions which it receives in the course of its dealing on the Client's behalf: all such benefits and receipts shall supplement any other remuneration receivable by JOHIM in connection with transactions effected by JOHIM with or for the Client under this or any other agreement with the Client and the Client consents to all such benefits and receipts as are referred to above without prior disclosure of the same to the Client on a case-by-case basis provided that JOHIM undertakes to secure for the Client best execution of all transactions effected with or through a party from whom JOHIM receives such benefits and commissions, disregarding any benefit which the Client might obtain directly or indirectly as a result of such arrangements. (d) JOHIM shall be entitled to alter the manner of computing or charging its fees, commissions and expenses or of paying interest on the money held on the Client's behalf in the Capital Account on the Client's behalf (including without prejudice to the generality of the foregoing its scale rates and charges) by giving one month's prior notice in writing to the Client. (e) All sums due and payable by the Client to JOHIM will be transferred as soon as practicable from the money held on the Client's behalf in the Capital Account (and corresponding entities shall be made in the relevant ledger account maintained on the Client's behalf).

FEES, COMMISSIONS AND EXPENSES. 6.1 The Company and the Promoter Selling Shareholder shall pay the fees and expenses of the Underwriters as set out in, and in accordance with, the Engagement Letter, Offer Agreement, as amended by way of amendment to the Offer Agreement/or Syndicate Agreement, as applicable and the Applicable Law. In the event of any inconsistency or dispute between the terms of the Offer Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over the Offer Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Underwriters for the Offer or taxes payable thereto. 6.2 The Company and the Promoter Selling Shareholder agrees to share the costs and expenses (including all applicable taxes, except STT which shall be solely borne by the Promoter Selling Shareholder) directly attributable to the Offer in proportion to the number of Equity Shares issued and Allotted by the Company through the Fresh Issue and the number of Offered Shares sold by the Promoter Selling Shareholder through the Offer for Sale. The Company agrees to advance the cost and expenses of the Offer and the Company will be reimbursed, by the Promoter Selling Shareholder for their respective proportion of such costs and expenses upon successful completion of the Offer. The Promoter Selling Shareholder agree that such payments, expenses and taxes, will be deducted from the proceeds from the sale of Offered Shares, in accordance with Applicable Law and as disclosed in the Offer Documents, in proportion to its respective Offered Shares. Notwithstanding anything contained herein or in any other documentation relating to the Offer, it is clarified that, in the event that the Offer is withdrawn or not completed for any reason, all the costs and expenses (including all applicable taxes) directly attributed to the Offer shall be exclusively borne by the Company and the Promoter Selling Shareholder in a proportionate manner including but not limited to, the fees and expenses of the BRLMs and the legal counsels in relation to the Offer, except as may be prescribed by SEBI or any other regulatory authority. Upon successful completion of the Offer and the receipt of listing and trading approvals from the Stock Exchanges, a list and bifurcation of all fees and expenses (along with relevant documents and backups) in accordance with Applicable Law and the terms of this Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Public Offer Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Public Offer Account. Appropriate details in this regard have been included in the Escrow and Sponsor Bank Agreement dated October 29, 2024 in relation to the Offer. 6.3 The Promoter Selling Shareholder, acknowledges that the payment of STT in relation to its respective Offered Shares is its sole obligation, and any deposit of such tax by the BRLMs (in the manner to be set out in the Escrow and Sponsor Bank Agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax nor be liable for obligations of the Promoter Selling Shareholder in this regard. Accordingly, the Promoter Selling Shareholder undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of securities transaction tax in relation to its Offered Shares, it shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for itself or its Affiliates, in such litigation or arbitration and/or investigation by any regulatory or supervisory authority or any Governmental Authority and defray any costs and expenses that may be incurred by the BRLMs in this regard. Such securities transaction tax shall be deducted based on an opinion issued by an independent chartered accountant (with valid peer review) appointed by the Company on behalf of the Promoter Selling Shareholder and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of securities transaction tax to be paid. 6.4 All outstanding amounts payable to the Underwriters in accordance with the terms of the Engagement Letter and the legal counsel to the Company and the Underwriters, shall be payable directly from the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. For any Offer related expenses that are not paid from the Public Offer Account, the Company agrees to advance the cost and such expenses will be reimbursed by each of the Promoter Selling Shareholder for its respective proportion of such costs in terms of this Clause 6. 6.5 For the sake of clarity, the Company and the Promoter Selling Shareholder hereby agree that no stamp, transfer, issuance, documentary, registration, or other taxes or duties are payable by the Underwriters in connection with (a) the sale and delivery of the Equity Shares pursuant to the Offer; or (b) the execution of this Agreement, the Fee Letter and any other agreement to be entered into in relation to the Offer. Further, the Selling Shareholder agrees that any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer, provided, however, that the Underwriters may be liable under Applicable Law to pay taxes in India with respect to the income generated for themselves through any amounts, including brokerage fee or underwriting commission payable to them in relation to the Offer. 6.6 The Client will pay a management fee to JOHIM Syndicate Members shall be paid fees and expenses in accordance with the terms of the Syndicate Agreement in respect of the period beginning with first receipt by JOHIM of any investments or money from the Client and ending with a Valuation Date (as defined in paragraph 7.2) and each period thereafter starting with the day after any Valuation Date and ending on the next Valuation Date (or the Termination Date [as defined in paragraph 9.1] if sooner). (b) The management fee shall be calculated in accordance with the "Scale Rates and Charges" set out in Schedule III. (c) The management fee shall be payable within 14 days of dispatch to the Client of an invoice which shall be sent to the Client as soon as is reasonably practicable after each Valuation Date. Unless otherwise instructed the Client's Capital Account will be debited with the amounts due to JOHIM on the 14th day after dispatch of such invoice. (d) In addition the Client shall reimburse JOHIM for any expenses or liabilities which it may incur in properly carrying out its duties hereunder. (b) The management fee shall be deemed to have accrued on a day-to-day basis, so that, if this Agreement commences or terminates other than on a Valuation Date (as defined below), the amount of the fee shall be duly apportioned. (c) Commissions (as set out in Schedule III) will be payable obligations undertaken by the Client on purchases and sales of investments together with all expenses including stamp duties, stamp duty reserve tax and VAT thereon (if applicable). The Client recognises that JOHIM may gain a commission benefit from dealing in a bulk purchase or sale on behalf of JOHIM's clients, one of whom may be the Client, or from return commissions which benefit JOHIM shall be entitled to retain. JOHIM will be free to accept and retain as an addition to its fees and commissions any other commissions which it receives in the course of its dealing on the Client's behalf: all such benefits and receipts shall supplement any other remuneration receivable by JOHIM Syndicate Members in connection with transactions effected the Offer, including the obligations undertaken by JOHIM with or for the Client under them in this or any other agreement with the Client Agreement and the Client consents to all such benefits and receipts as are referred to above without prior disclosure of the same to the Client on a case-by-case basis provided that JOHIM undertakes to secure for the Client best execution of all transactions effected with or through a party from whom JOHIM receives such benefits and commissions, disregarding any benefit which the Client might obtain directly or indirectly as a result of such arrangementsSyndicate Agreement. (d) JOHIM shall be entitled to alter the manner of computing or charging its fees, commissions and expenses or of paying interest on the money held on the Client's behalf in the Capital Account on the Client's behalf (including without prejudice to the generality of the foregoing its scale rates and charges) by giving one month's prior notice in writing to the Client. (e) All sums due and payable by the Client to JOHIM will be transferred as soon as practicable from the money held on the Client's behalf in the Capital Account (and corresponding entities shall be made in the relevant ledger account maintained on the Client's behalf).

FEES, COMMISSIONS AND EXPENSES. (a) The Client will pay to JOHIM from the date hereof a management fee to JOHIM in arrears on the lst May and lst November of each year in respect of the period beginning with first receipt by JOHIM of six months or any investments or money from lesser period ending on the Client day prior to such date, and ending with a Valuation on the Termination Date (as defined in paragraph 7.2Clause 9.1) and each in respect of the period thereafter starting with the day after any Valuation Date and ending on the next Valuation Date (or the Termination Date [as defined in paragraph 9.1] if sooner). (b) The management fee shall be calculated that date, all in accordance with the "'Scale Rates and Charges" ' set out in Schedule III. (c) The management fee shall be payable within 14 days of dispatch to the Client of an invoice which shall be sent to the Client as soon as is reasonably practicable after each Valuation Date. Unless otherwise instructed the Client's Capital Account will be debited with the amounts due to JOHIM on the 14th day after dispatch of such invoice. (d) In addition the Client shall reimburse JOHIM for any expenses or liabilities which it may incur in properly property carrying out its duties hereunder. (b) The management fee shall be deemed to have accrued accrue on a day-to-day basis, so that, if this Agreement commences or terminates other than on a Valuation Date (as defined below)lst May or lst November, the amount of the fee shall be duly apportioned. (c) Commissions (as set out in Schedule III) will be payable by the Client on purchases and sales of investments investments, together with all expenses including stamp duties, stamp duty reserve tax and VAT thereon (if applicable). The Client recognises recognizes that JOHIM may gain a commission benefit from dealing in a bulk purchase or sale on behalf of JOHIM's clients, one of whom may be the Client, or from return commissions commissions, which benefit JOHIM shall be entitled to retain. JOHIM will be free to accept and retain as an addition to its fees and commissions any other commissions which it receives in the course of its dealing on the Client's behalf: , all such benefits and receipts shall supplement any other remuneration receivable by JOHIM in connection with transactions effected by JOHIM with or for the Client under this or any other agreement with the Client and the Client consents to all such benefits and receipts as are referred to above without prior disclosure of the same to the Client on a case-by-case basis provided that JOHIM undertakes to secure for the Client best execution of all transactions effected with or through a party from whom which JOHIM receives such benefits and commissions, disregarding any benefit which the Client might obtain enure directly or indirectly to the Client as a result of such arrangements. (d) JOHIM shall be entitled to alter the manner of computing or charging its fees, commissions and expenses or of paying interest on the money held on the Client's behalf in the Capital Account on the Client's behalf (including including, without prejudice to the generality of the foregoing foregoing, its scale rates and charges) by giving one month's prior notice in writing to the Client. (e) All sums due and payable by the Client to JOHIM will be transferred as soon as practicable from the money held on the Client's behalf in the Capital Account (and corresponding entities entire shall be made in the relevant ledger account maintained on the Client's behalf).

FEES, COMMISSIONS AND EXPENSES. 9.1 In consideration of the agreement of BG to procure placees to take up the Placing Shares and their services under this Agreement in connection with the Placing and Admission and subject to this Agreement becoming unconditional in all respects the Company shall pay to BG: (a) The Client will pay a management fee to JOHIM commission of 2% (two per cent.) of the aggregate Issue Price in respect of the period beginning with first receipt by JOHIM of any investments or money from the Client and ending with a Valuation Date (as defined in paragraph 7.2) and each period thereafter starting with the day after any Valuation Date and ending on the next Valuation Date (or the Termination Date [as defined in paragraph 9.1] if sooner).Placing Shares; and (b) The management a corporate advisory fee shall of (pound)250,000 of which (pound)75,000 is to be calculated satisfied by the issue, credited as fully paid, to BG of 50,000 New Shares. together, in accordance each case, with the "Scale Rates and Charges" set out in Schedule III. (c) The management fee shall be payable within 14 days any value added tax chargeable on such amount against provision of dispatch to the Client of an invoice which shall be sent to the Client as soon as is reasonably practicable after each Valuation Date. Unless otherwise instructed the Client's Capital Account will be debited with the amounts due to JOHIM on the 14th day after dispatch of such a VAT invoice. 9.2 The commissions and fee referred to in Clause 9.1 (dtogether with any VAT thereon) In addition the Client shall reimburse JOHIM for any expenses or liabilities which it may incur in properly carrying out its duties hereunder. (b) The management fee shall be deemed to have accrued on a day-to-day basis, so thatpaid in cleared funds not later than the third Business Day after the Closing Date (or, if earlier, on the date on which BG's obligations under this Agreement commences cease and determine pursuant to Clause 2.3 or terminates other than on a Valuation Date (as defined below), the amount of the fee shall be duly apportioned. (c) Commissions (as set out in Schedule III) will be payable by the Client on purchases and sales of investments together with all expenses including stamp duties, stamp duty reserve tax and VAT thereon (if applicableare terminated pursuant to Clause 16). The Client recognises that JOHIM may gain a commission benefit Company hereby authorises BG, at its option, to deduct some or all of the commissions and expenses (including in relation to VAT, if any) payable to them pursuant to this Clause 9 from dealing in a bulk purchase the proceeds of the Placing. 9.3 The Company shall pay all other fees, expenses, charges, duties and disbursements incidental to the Placing and Admission and the arrangements referred to herein or sale on behalf of JOHIM's clients, one of whom may be contemplated hereby (together with any VAT thereon) including (without limitation) the Client, or from return commissions which benefit JOHIM shall be entitled to retain. JOHIM will be free to accept and retain as an addition to its fees and commissions any other commissions which it receives in the course of its dealing on the Client's behalf: all such benefits and receipts shall supplement any other remuneration receivable by JOHIM expenses payable in connection with transactions effected by JOHIM with Admission, and (whether or for not BG's obligations hereunder become unconditional or terminate) the Client under this accountancy, legal and other professional fees and expenses of the Company, 10.7 Any release, waiver or compromise or any other agreement arrangement of any kind whatsoever which BG or any other Relevant Person may agree to or effect in connection with the Client Warranties and the Client consents to all such benefits and receipts Indemnity shall not affect the rights of BG or any other Relevant Person as are referred to above without prior disclosure regards any other person liable thereunder. 10.8 Where any of the same Warranties is qualified by reference to the Client on awareness, knowledge or belief of any Director (or similar expression) such qualification shall only operate if the Directors have made due and careful enquiries of the Company's senior or management employees, agents and professional advisers and anyone else who might reasonably be expected to have better knowledge than the Directors of a case-by-case basis provided that JOHIM undertakes to secure for the Client best execution of all transactions effected with or through a party from whom JOHIM receives such benefits and commissions, disregarding any benefit which the Client might obtain directly or indirectly as a result of such arrangementsparticular matter. (d) JOHIM 10.9 The maximum aggregate liability of the Directors shall be entitled limited in time to alter the manner a period of computing or charging its fees, commissions 18 months following Admission and expenses or of paying interest on the money held on the Client's behalf in the Capital Account on the Client's behalf (including without prejudice amount to the generality sum of (pound)5,000,000. Any claim for breach of Warranty may be satisfied (to the foregoing its scale rates and chargesextent possible) by giving one month's prior notice in writing to the Client. (e) All sums due and payable Directors by the Client to JOHIM will be transferred as soon as practicable from the money held on the Client's behalf in the Capital Account (and corresponding entities shall be made in the relevant ledger account maintained on the Client's behalf)sale of their Shares through BG.