Common use of Fees, Expenses and Taxes Clause in Contracts

Fees, Expenses and Taxes. 18.1 Except for (i) listing fees and stamp duty payable on issue of Equity Shares pursuant to Fresh Issue which shall be borne solely by the Company and (ii) stamp duty payable on transfer of the Offered Shares pursuant to the Offer for Sale and fees and expenses for the legal counsel to the Selling Shareholders which shall be borne solely by the respective Selling Shareholders, the Company and each of the the Selling Shareholders agree to share the costs and expenses (including all applicable taxes) directly attributable to the Offer (including fees and expenses of the Lead Managers, legal counsel and other intermediaries, advertising and marketing expenses (other than corporate advertisements expenses undertaken in the ordinary course of business by the Company), printing, underwriting commission, procurement commission (if any), brokerage and selling commission and payment of fees and charges to various regulators in relation to the Offer) in proportion to the number of Equity Shares issued and Allotted by the Company through the Fresh Issue and sold by each of the Selling Shareholders through the Offer for Sale. The Company agrees to advance the cost and expenses of the Offer and the Company will be reimbursed by each of the Selling Shareholders jointly and severally for its respective proportion of such costs and expenses upon successful completion of the Offer. Provided that, in the event any of the Selling Shareholders withdraws or abandons the Offer at any stage prior to the completion of the Offer, or if the Offer fails or is withdrawn, abandoned or terminated for any reason whatsoever, all costs, charges, fees and expenses incurred in connection with the Offer shall be borne amongst the Company and the Selling Shareholders, as mutually agreed amongst them. 18.2 The Company and the Selling Shareholders shall pay the fees, commission and expenses of the Lead Managers as set out in, and in accordance with, the Engagement Letter. 18.3 All outstanding amounts payable to the Lead Managers in accordance with the terms of the Engagement Letter and the legal counsel to the Company and the Lead Managers, shall be payable from the Public Offer Account and without any undue delay 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 in terms of this Clause 18. 18.4 Each Selling Shareholder acknowledges that the payment of securities transaction tax in relation to its respective Offered Shares is its obligation and not of the Lead Manager, and any deposit of such tax by the Lead Managers (in the manner to be set out in the Cash 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 Lead Managers shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax nor be liable for obligations of the Selling Shareholders in this regard. Accordingly, each Selling Shareholder undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the Lead Managers relating to payment of securities transaction tax in relation to its respective Offered Shares, it shall furnish all necessary reports, documents, papers or information as may be required by the Lead Managers 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 Lead Managers 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 Selling Shareholders and provided to the Lead Managers and the Lead Managers shall have no liability towards determination of the quantum of securities transaction tax to be paid. 18.5 In the event of any compensation paid or required to be paid by the Lead Managers to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circulars dated March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (“SEBI Process Circulars”) and other Applicable Law, or for any liabilities incurred by the Lead Managers for delay or failure in unblocking of ASBA funds by SCSBs or non- performance of roles by the Registrar to the Offer and/or the SCSBs pursuant to the SEBI Process Circulars and other Applicable Law, the Company shall reimburse the relevant Lead Manager(s) for such compensation or incurred liability (including applicable taxes and statutory charges, if any) within 2 days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Lead Manager; or (ii) the amount of compensation payable or liability incurred (including applicable taxes and statutory charges, if any) being communicated to the Company in writing by the Lead Manager(s). The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular dated June 2, 2021 read with SEBI Circular dated March 16, 2021. 18.6 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, the Lead Managers and legal counsel shall be entitled to receive fees from the Company and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in the Engagement Letter.

Fees, Expenses and Taxes. 18.1 Except for (i) listing The Company and the Selling Shareholders shall pay the fees and stamp duty expenses of the BRLMs as set out in, and in accordance with, the Fee Letter. In the event of any inconsistency or dispute between the terms of this Agreement and the Fee Letter, the terms of this Agreement shall prevail, provided that the Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable on issue to the BRLMs for the Offer or taxes payable thereto. 18.2 Each of Equity Shares pursuant to Fresh Issue which shall be borne solely by the Company and (ii) stamp duty payable on transfer of the Offered Shares pursuant to the Offer for Sale and fees and expenses for the legal counsel to the Selling Shareholders which shall be borne solely by the respective Selling Shareholders, the Company and each of the the Selling Shareholders agree agrees to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Selling Shareholders) directly attributable to the Offer (including excluding listing fees, audit fees of the Statutory Auditors and expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Lead Managers, legal counsel and other intermediaries, advertising and marketing expenses Company (other than corporate the expenses relating to marketing and advertisements expenses undertaken in connection with the ordinary course of business Offer) that will be borne by the Company) (“Shared Expenses”), printing, underwriting commission, procurement commission (if any), brokerage and selling commission and payment based on the proportion of fees and charges to various regulators in relation to the Offer) in proportion to the number of Equity Shares issued and Allotted allotted by the Company through in the Fresh Issue and sold by each of the respective Selling Shareholders through in the Offer for Sale, subject to Applicable Law. The Company agrees to advance the cost and expenses 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 Selling Shareholders. 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 Selling Shareholders in the first instance will be reimbursed by each of to the Selling Shareholders jointly Company, directly from the Public Offer Account. Appropriate details in this regard shall be included in the Escrow and severally for its respective proportion of such costs and expenses upon successful completion of Sponsor Bank Agreement, to be entered into in relation to the Offer. Provided Notwithstanding anything contained herein or in any other documentation relating to the Offer, it is also clarified that, in the event that the Offer is withdrawn or not successfully completed for any reason, subject to Applicable Laws, all costs and expenses (including all applicable taxes) with respect to the Offer shall be exclusively borne by the Company, unless specifically required otherwise by the relevant Governmental Authority. In such an event, the BRLMs and legal counsel shall be entitled to receive fees and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement letters. 18.3 Subject to and without prejudice to any exemptions granted to a Selling Shareholder under Applicable Law or its charter documents, each Selling Shareholder, severally and not jointly, acknowledge that the payment of STT in relation to sale of its Offered Shares in the Offer for Sale is the obligation of such Selling Shareholder and not of the BRLMs, 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 neither derive any economic benefits from the transaction relating to the payment of STT. Accordingly, each Selling Shareholder severally undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of STT in relation to its Offered Shares in the Offer for Sale, the respective Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their respective Affiliates, in any litigation or arbitration and/or investigation by any regulatory or supervisory authority. Such STT shall be deducted based on an opinion issued by a chartered accountant appointed by the Company on behalf of the Selling Shareholders withdraws or abandons the Offer at any stage prior and provided to the completion BRLMs and the BRLMs shall have no liability towards determination of the Offerquantum of STT to be paid. Additionally, or if for the Offer fails or is withdrawncalculation of the STT in relation to the respective Offered Shares, abandoned or terminated for any reason whatsoever, all costs, charges, fees and expenses incurred in connection with the Offer shall be borne amongst BRLMs will rely on the certificate provided by independent Chartered Accountant appointed by the Company and for the Selling Shareholders, as mutually agreed amongst themOffer. 18.2 The Company and the Selling Shareholders shall pay the fees, commission and expenses of the Lead Managers as set out in, and in accordance with, the Engagement Letter. 18.3 18.4 All outstanding amounts payable to the Lead Managers BRLMs in accordance with the terms of the Engagement Fee Letter and the legal counsel to the Company and the Lead ManagersBRLMs, shall be payable directly from the Public Offer Account and without any undue delay 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 Selling Shareholders for its respective proportion of such costs in terms of this Clause 18. 18.4 Each Selling Shareholder acknowledges 18.5 Notwithstanding anything in this Agreement, the BRLMs and the Company acknowledge and agree that IFC is immune from taxation in India in terms of the payment Articles of securities transaction tax in relation to its respective Agreement of IFC and the International Finance Corporation (Status, Immunities and Privileges) Act, 1958 and therefore all remittances of the proceeds of the sale/ transfer of the Offered Shares is its obligation and not of the Lead Manager, and any deposit of such tax by the Lead Managers (in the manner to be set out in the Cash 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 Lead Managers shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax nor be liable for obligations of the Selling Shareholders in this regard. Accordingly, each Selling Shareholder undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the Lead Managers relating to payment of securities transaction tax in relation to its respective Offered Shares, it shall furnish all necessary reports, documents, papers or information as may be required by the Lead Managers 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 Lead Managers in this regard. Such securities transaction tax IFC 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 Selling Shareholders and provided to the Lead Managers and the Lead Managers shall have no liability towards determination of the quantum of securities transaction made without any tax to be paiddeduction or withholding, till such immunity is valid. 18.5 In the event of any compensation paid or required to be paid by the Lead Managers to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circulars dated March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (“SEBI Process Circulars”) and other Applicable Law, or for any liabilities incurred by the Lead Managers for delay or failure in unblocking of ASBA funds by SCSBs or non- performance of roles by the Registrar to the Offer and/or the SCSBs pursuant to the SEBI Process Circulars and other Applicable Law, the Company shall reimburse the relevant Lead Manager(s) for such compensation or incurred liability (including applicable taxes and statutory charges, if any) within 2 days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Lead Manager; or (ii) the amount of compensation payable or liability incurred (including applicable taxes and statutory charges, if any) being communicated to the Company in writing by the Lead Manager(s). The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular dated June 2, 2021 read with SEBI Circular dated March 16, 2021. 18.6 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, the Lead Managers and legal counsel shall be entitled to receive fees from the Company and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in the Engagement Letter.

Fees, Expenses and Taxes. 18.1 Except for (i) listing fees, audit fees of statutory auditors (to the extent not attributable to the Offer), and expenses for any corporate advertisements consistent with past practice of the Company (not including expenses relating to marketing and advertisements undertaken in connection with the Offer), and stamp duty payable on issue of Equity Shares pursuant to Fresh Issue which shall be borne solely by the Company Company; and (ii) stamp duty payable on transfer of the Offered Shares pursuant to the Offer for Sale and fees and expenses for in relation to the legal counsel to the Promoter Selling Shareholders Shareholder which shall be borne solely by the respective Promoter Selling ShareholdersShareholder, the Company and each of the the Promoter Selling Shareholders Shareholder agree 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 (including fees and expenses of the Lead Managers, legal counsel and other intermediaries, advertising and marketing expenses (other than corporate advertisements expenses undertaken in the ordinary course of business by the Company), printing, underwriting commission, procurement commission (if any), brokerage and selling commission and payment of fees and charges to various regulators in relation 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 each of the Promoter Selling Shareholders Shareholder through the Offer for Sale. The Company agrees to advance the cost and expenses of the Offer and the Company will be reimbursed reimbursed, by each of the Promoter Selling Shareholders jointly and severally Shareholder for its their respective proportion of such costs and expenses upon successful completion of the Offer. Provided 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 any of the Selling Shareholders withdraws or abandons that the Offer at any stage prior to the completion of the Offer, is withdrawn or if the Offer fails or is withdrawn, abandoned or terminated not completed for any reason whatsoeverreason, all costs, charges, fees the costs and expenses incurred in connection with (including all applicable taxes) directly attributed to the Offer shall be exclusively borne amongst by the Company and the Promoter Selling ShareholdersShareholder 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 mutually agreed amongst themmay be prescribed by SEBI or any other regulatory authority. 18.2 The Company and the Promoter Selling Shareholders Shareholder shall pay the fees, commission and expenses of the Lead Managers as set out in, and in accordance with, the Engagement Letter. 18.3 All outstanding amounts payable to the Lead Managers in accordance with the terms of the Engagement Letter and the legal counsel to the Company and the Lead Managers, shall be payable from the Public Offer Account and without any undue delay 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 in terms of this Clause 1818.3. 18.4 Each The Promoter Selling Shareholder agrees to retain an amount equivalent to securities transaction tax (“STT”) in relation to its respective Offered Shares in the public issue account and authorize the Lead Managers to instruct the bank where public issue account is maintained to remit such amounts at the instruction of the Lead Managers for payment of STT in such manner as may be agreed in the Escrow and Sponsor Bank Agreement. 18.5 The Promoter Selling Shareholder, acknowledges that the payment of securities transaction tax STT in relation to its respective Offered Shares is its obligation and not of the Lead Managersole obligation, and any deposit of such tax by the Lead Managers (in the manner to be set out in the Cash 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 Lead Managers 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 Shareholders Shareholder in this regard. Accordingly, each the Promoter Selling Shareholder undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the Lead Managers relating to payment of securities transaction tax in relation to its respective Offered Shares, it shall furnish all necessary reports, documents, papers or information as may be required by the Lead Managers 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 Lead Managers 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 Shareholders Shareholder and provided to the Lead Managers and the Lead Managers shall have no liability towards determination of the quantum of securities transaction tax to be paid. 18.5 In the event of any compensation paid or required to be paid by 18.6 The Company agree that they shall promptly pay the Lead Managers to Bidders for delays in redressal within a period of their grievance by the SCSBs in accordance with the SEBI circulars dated March 165 working days of receiving an intimation from them, 2021, SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (“SEBI Process Circulars”) and other Applicable Law, or for any liabilities incurred by the Lead Managers for delay or failure in unblocking of ASBA funds by SCSBs or non- performance of roles by the Registrar to the Offer and/or the SCSBs pursuant to as set out in the SEBI Process Circulars and other Applicable Law, the Company shall reimburse the relevant Lead Manager(s) for such compensation or incurred liability (including applicable taxes and statutory charges, if any) within 2 days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Lead Manager; or (ii) the amount of compensation payable or liability incurred (including applicable taxes and statutory charges, if any) being communicated to the Company in writing by the Lead Manager(s). The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular dated June 2, 2021 read with SEBI Circular circulars dated March 16, 2021, March 31, 2021, and June 2, 2021, SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. Each Lead Managers, upon incurring any liabilities in terms of the SEBI circulars dated March 16, 2021, March 31, 2021, and June 2, 2021, SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 will promptly intimate the Company. 18.6 18.7 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, the Lead Managers and legal counsel shall be entitled to receive fees from the Company and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in the Engagement Letter.

Fees, Expenses and Taxes. 18.1 Except for (i) listing fees and stamp duty payable on issue of Equity Shares pursuant to Fresh Issue which shall be borne solely by the Company and (ii) stamp duty payable on transfer of the Offered Shares pursuant to the Offer for Sale and fees and expenses for the legal counsel to the Selling Shareholders which shall be borne solely by the respective Selling Shareholders, the Company and each of the the Selling Shareholders agree to share the costs and expenses (including all applicable taxes) directly attributable to the Offer (including fees and expenses of the Lead Managers, legal counsel and other intermediaries, advertising and marketing expenses (other than corporate advertisements expenses undertaken in the ordinary course of business by the Company), printing, underwriting commission, procurement commission (if any), brokerage and selling commission and payment of fees and charges to various regulators in relation to the Offer) in proportion to the number of Equity Shares issued and Allotted by the Company through the Fresh Issue and sold by each of the Selling Shareholders through the Offer for Sale. The Company agrees to advance the cost and expenses of the Offer and the Company will be reimbursed by each of the Selling Shareholders jointly and severally for its respective proportion of such costs and expenses upon successful completion of the Offer. Provided that, in the event any of the Selling Shareholders withdraws or abandons the Offer at any stage prior to the completion of the Offer, or if the Offer fails or is withdrawn, abandoned or terminated for any reason whatsoever, all costs, charges, fees and expenses incurred in connection with the Offer shall be borne amongst the Company and the Selling Shareholders, as mutually agreed amongst them. 18.2 19.1 The Company and the Selling Shareholders shall pay the fees, commission fees and expenses of the Book Running Lead Managers as set out in, and in accordance with, the Engagement Letter. 18.3 . All costs, charges, fees and expenses (including all applicable taxes except STT, which shall be solely borne by the respective Selling Shareholder) directly related to, and incurred in connection with the Offer, other than (i) the listing fees, audit fees of statutory auditors (to the extent not attributable to the Offer), and expenses in relation to product or corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, shall be shared among each of the Selling Shareholders, (as may be mutually agreed by and amongst each of the Selling Shareholders), and shall be paid within the time prescribed under the agreements to be entered into with such persons and in accordance with Applicable Law, including Section 28(3) of the Companies Act, 2013. All outstanding amounts payable to the Lead Managers BRLMs in accordance with the terms of the Engagement Letter and the legal counsel to the Company and the Lead Managers, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and without any undue delay the ASBA Accounts to the Public Offer Account and immediately on receipt of the final 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 in terms of this Clause 18. 18.4 Each Selling Shareholder acknowledges that the payment of securities transaction tax in relation to its respective Offered Shares is its obligation and not of the Lead Manager, and any deposit of such tax by the Lead Managers (in the manner to be set out in the Cash 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 Lead Managers shall not derive any economic benefits from the transaction relating executed in relation to the payment Offer. It is further clarified that all such payments shall be made first by the Company, and only upon successful consummation of securities transaction tax nor be liable for obligations the transfer of the Offered Shares in the Offer, any payments by the Company in relation to the Offer expenses on behalf of any of the Selling Shareholders in this regardshall be reimbursed by such Selling Shareholder, severally and not jointly, to the Company inclusive of taxes. AccordinglyEach Selling Shareholder, each Selling Shareholder undertakes severally and not jointly, agrees that it shall reimburse the Company, by deduction of amounts lying to the credit of the Public Offer Account in the event of any future proceeding or litigation by manner set out in the Indian revenue authorities against the Lead Managers relating to payment of securities transaction tax in relation to its respective Offered SharesCash Escrow and Sponsor Bank Agreement, it shall furnish for all necessary reports, documents, papers or information as may be required by the Lead Managers 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 Lead Managers 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 undertaken by the Company on its behalf in relation to the Offer, as may be mutually agreed by and amongst each of the Selling Shareholders and provided to the Lead Managers and the Lead Managers shall have no liability towards determination of the quantum of securities transaction tax to be paidShareholders. 18.5 In the event of any compensation paid or required to be paid by the Lead Managers to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circulars dated March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (“SEBI Process Circulars”) and other Applicable Law, or for any liabilities incurred by the Lead Managers for delay or failure in unblocking of ASBA funds by SCSBs or non- performance of roles by the Registrar to the Offer and/or the SCSBs pursuant to the SEBI Process Circulars and other Applicable Law, the Company shall reimburse the relevant Lead Manager(s) for such compensation or incurred liability (including applicable taxes and statutory charges, if any) within 2 days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Lead Manager; or (ii) the amount of compensation payable or liability incurred (including applicable taxes and statutory charges, if any) being communicated to the Company in writing by the Lead Manager(s). The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular dated June 2, 2021 read with SEBI Circular dated March 16, 2021. 18.6 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, the Lead Managers and legal counsel shall be entitled to receive fees from the Company and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in the Engagement Letter.

Fees, Expenses and Taxes. 18.1 Except for (i) listing fees and stamp duty payable on issue of Equity Shares pursuant to Fresh Issue which shall be borne solely by the Company and (ii) stamp duty payable on transfer of the Offered Shares pursuant to the Offer for Sale and fees and expenses for the legal counsel to the Selling Shareholders which shall be borne solely by the respective Selling Shareholders, the Company and each of the the Selling Shareholders agree to share the costs and expenses (including all applicable taxes) directly attributable to the Offer (including fees and expenses of the Lead Managers, legal counsel and other intermediaries, advertising and marketing expenses (other than corporate advertisements expenses undertaken in the ordinary course of business by the Company), printing, underwriting commission, procurement commission (if any), brokerage and selling commission and payment of fees and charges to various regulators in relation to the Offer) in proportion to the number of Equity Shares issued and Allotted by the Company through the Fresh Issue and sold by each of the Selling Shareholders through the Offer for Sale. 20.1 The Company agrees to advance the cost and expenses of the Offer and the Company will be reimbursed by each of the Selling Shareholders jointly and severally for its respective proportion of such costs and expenses upon successful completion of the Offer. Provided that, in the event any of the Selling Shareholders withdraws or abandons the Offer at any stage prior to the completion of the Offer, or if the Offer fails or is withdrawn, abandoned or terminated for any reason whatsoever, all costs, charges, fees and expenses incurred in connection with the Offer shall be borne amongst the Company and the Selling Shareholders, as mutually agreed amongst them. 18.2 The Company severally and the Selling Shareholders not jointly, shall pay the fees, commission fees and expenses of the Lead Managers as set out in, and in accordance with, the Engagement Letter. 18.3 20.2 Each of the Company and the Selling Shareholders agrees to share the costs and expenses (including all applicable taxes, except STT, which shall be borne by the respective Selling Shareholder) directly attributable to the Offer (other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders), severally and not jointly, based on the proportion of the Equity Shares issued by the Company in the Fresh Issue and the Offered Shares transferred by the respective Selling Shareholders, in the Offer for Sale, to the aggregate Equity Shares sold in the Offer, subject to applicable law. The Company agrees to advance the cost and expenses of the Offer and will be reimbursed by each Selling Shareholder for its respective portion of such costs and expenses only upon the successful consummation of the sale of its Offered Shares in the Offer, except for such costs and expenses in relation to the Offer which are paid for directly by the Selling Shareholders. It is clarified that, in the event the Offer is postponed, withdrawn, or abandoned for any reason or, the Offer is not successful or consummated, all costs, charges, fees and expenses in relation to the Offer shall be borne by the Company. 20.3 Each Selling Shareholder, severally and not jointly acknowledges that the calculation and payment of STT in relation to sale of the Offered Shares in the Offer for Sale under Applicable Law is the obligation of such Selling Shareholders, severally and not jointly, and not of the Managers, and any deposit of such tax by the Managers (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 Managers shall neither derive any economic benefits from the transaction relating to the payment of STT nor be liable for obligations of the Selling Shareholders under Applicable Law in this regard. Accordingly, the Selling Shareholders, severally and not jointly, undertake that in the event of any future Proceeding or litigation by the Indian revenue authorities against the Managers relating to payment of STT in relation to the Offered Shares in the Offer for Sale, the Selling Shareholders shall furnish all necessary reports, documents, papers or information as may be required under Applicable Law or reasonably requested by the Managers to provide independent submissions for themselves or their respective Affiliates, in any ongoing or future litigation or arbitration and/or investigation by any regulatory or supervisory authority and defray any costs and expenses that are incurred by the Managers in this regard. Such STT shall be deducted based on an opinion issued by an independent peer reviewed chartered accountant appointed by the Company on behalf of the Selling Shareholders, severally and not jointly, as applicable, and provided to the Managers and the Managers shall have no liability towards determination of the quantum of STT to be paid. The Selling Shareholders hereby agree, severally and not jointly, that the Managers shall not be liable in any manner whatsoever to the Selling Shareholders for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. 20.4 All outstanding amounts payable to the Lead Managers and the Syndicate Members or their Affiliates in accordance with the terms of the Engagement Letter or the Syndicate Agreement and to the legal counsel to the Company and the Lead Managers, shall be payable directly or from the Public Offer Account and without any undue delay on receipt of the listing and trading approvals from the Stock ExchangesExchanges and within the time prescribed under the Engagement Letter and the Syndicate Agreement, in accordance with Applicable Law. For any Offer related expenses that are not paid from the Public Offer Account, the Company agrees to advance the cost in terms of this Clause 18.and such expenses will be 18.4 Each Selling Shareholder acknowledges that the payment of securities transaction tax in relation to its respective Offered Shares is its obligation and not of the Lead Manager, and any deposit of such tax by the Lead Managers (in the manner to be set out in the Cash 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 Lead Managers shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax nor be liable for obligations of the Selling Shareholders in this regard. Accordingly, each Selling Shareholder undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the Lead Managers relating to payment of securities transaction tax in relation to its respective Offered Shares, it shall furnish all necessary reports, documents, papers or information as may be required by the Lead Managers 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 Lead Managers 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 Selling Shareholders and provided to the Lead Managers and the Lead Managers shall have no liability towards determination of the quantum of securities transaction tax to be paid. 18.5 In the event of any compensation paid or required to be paid by the Lead Managers to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circulars dated March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (“SEBI Process Circulars”) and other Applicable Law, or for any liabilities incurred by the Lead Managers for delay or failure in unblocking of ASBA funds by SCSBs or non- performance of roles by the Registrar to the Offer and/or the SCSBs pursuant to the SEBI Process Circulars and other Applicable Law, the Company shall reimburse the relevant Lead Manager(s) for such compensation or incurred liability (including applicable taxes and statutory charges, if any) within 2 days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Lead Manager; or (ii) the amount of compensation payable or liability incurred (including applicable taxes and statutory charges, if any) being communicated to the Company in writing by the Lead Manager(s). The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular dated June 2, 2021 read with SEBI Circular dated March 16, 2021. 18.6 20.5 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, the Lead Managers and legal counsel shall be entitled to receive fees from the Company (and not the Selling Shareholders) and reimbursement for expenses which may have accrued to it them up to the date of such postponement, withdrawal, abandonment or failure failure, as set out in their respective engagement letters, and subject to Clause 14 of this Agreement, will not be liable to refund the monies already received by them. 20.6 All taxes payable on payments to be made to the Managers and the payment of STT (payable by the Selling Shareholders) in relation to the Offer shall be made in the manner specified in this Agreement, the Syndicate Agreement, the Engagement Letter or any other agreement entered into in connection with the Offer by the Company and Selling Shareholders, except if and to the extent the Selling Shareholders are entitled to rely on a tax exemption provided under Applicable Law in this respect. 20.7 All payments due under this Agreement and the Engagement Letter are to be made in Indian Rupees. The Company and the Selling Shareholders shall reimburse the Managers for any goods and service tax, educational cess, value added tax or any similar taxes imposed by any Governmental Authority (collectively, the “Taxes”) that may be applicable to their respective fees, commissions and expenses mentioned in the Engagement Letter. All payments made under this Agreement and the Engagement Letter, as applicable, are subject to deduction on account of any withholding taxes under the Income Tax Act, 1961, applicable with respect to the fees and expenses payable. The Company and the Selling Shareholders, shall as soon as practicable, and in any event within the time prescribed under Applicable Law, after any deduction of tax, furnish to each Manager an original tax deducted at source (“TDS”) certificate in respect of any withholding tax. Where the Company and the Selling Shareholders does not provide such proof or withholding TDS certificate, the Company and the Selling Shareholders, as applicable, shall be required to reimburse / pay additional amounts to the Managers so that the persons entitled to such payments will receive the amount that such persons would otherwise have received but for such deduction or withholding after allowing for any tax credit or other benefit each such person receives by reason of such deduction or withholding. The Company and the Selling Shareholders hereby agree that the Managers shall not be liable in any manner whatsoever to the Company and the Selling Shareholders for any failure or delay in the payment of the whole or any part of any amount due as TDS in relation to the Offer. For the sake of clarity, no stamp, transfer, issuance, documentary, registration, or other taxes or duties and no capital gains, income, withholding or other taxes are payable by the Managers in connection with (i) the sale and delivery of the Offered Shares to or for the respective accounts of the Managers, or (ii) the execution and enforcement of this Agreement. 20.8 In the event of any compensation required to be paid by the Managers to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the March 16 Circular, the Company shall reimburse the relevant Manager(s) for such compensation (including applicable taxes and statutory charges, if any) within 14 days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Manager; or (ii) the amount of compensation payable (including applicable taxes and statutory charges, if any) being communicated to the Company in writing by the Manager(s).

Fees, Expenses and Taxes. 18.1 20.1 Except for (i) listing fees, audit fees of statutory auditors (to the extent not attributable to the Offer), and expenses for any corporate advertisements consistent with past practice of the Company (not including expenses relating to marketing and advertisements undertaken in connection with the Offer), and stamp duty payable on issue of Equity Shares pursuant to Fresh Issue which shall be borne solely by the Company and (ii) the stamp duty payable on transfer of the Offered Shares pursuant to the Offer for Sale and (iii) fees and expenses for in relation to the legal counsel to the Selling Shareholders which shall be borne solely by the respective Selling Shareholders, which shall be borne solely by the respective Selling Shareholder, the Company and each of the the Selling Shareholders agree to share the costs and expenses (including all applicable taxes) directly attributable to the Offer (including fees and expenses of the Lead Managers, legal counsel and other intermediaries, advertising and marketing expenses (other than corporate advertisements expenses undertaken in the ordinary course of business by the Company)expenses, printing, underwriting commission, procurement commission (if any), brokerage and selling commission and payment of fees and charges to various regulators in relation to the Offer) in proportion to the number of Equity Shares issued and Allotted by the Company through the Fresh Issue and sold by each of the Selling Shareholders through the Offer for Sale. The Company agrees to advance the cost and expenses of the Offer and the Company will be reimbursed reimbursed, severally and not jointly, by each of the Selling Shareholders jointly and severally for its their respective proportion of such costs and expenses upon successful completion of the Offer. Provided The Selling Shareholders 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 any of the Selling Shareholders withdraws or abandons that the Offer at any stage prior to the completion of the Offer, is withdrawn or if the Offer fails or is withdrawn, abandoned or terminated not completed for any reason whatsoeverreason, all costs, charges, fees the costs and expenses incurred in connection with (including all applicable taxes) directly attributed to the Offer shall be exclusively borne amongst by the Company and the Selling ShareholdersCompany, except as mutually agreed amongst themmay be prescribed by SEBI or any other regulatory authority. 18.2 20.2 The Company and the Selling Shareholders shall pay the fees, commission and expenses of the Lead Managers as set out in, and in accordance with, the Engagement Letter. Further, the Company shall also reimburse the Lead Managers for any payment or expenses actually incurred under the UPI Circulars. 18.3 20.3 All outstanding amounts payable to the Lead Managers in accordance with the terms of the Engagement Letter and the legal counsel to the Company and the Lead Managers, shall be payable from the Public Offer Account and without any undue delay 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 in terms of this Clause 1820. 18.4 20.4 Each Selling Shareholder agrees to retain an amount equivalent to securities transaction tax (“STT”) in relation to its respective Offered Shares in the public issue account and authorize the Lead Managers to instruct the bank where public issue account is maintained to remit such amounts at the instruction of the Lead Managers for payment of STT in such manner as may be agreed in the Cash Escrow and Sponsor Bank Agreement. 20.5 Each Selling Shareholders, severally and not jointly, acknowledges that the payment of securities transaction tax in relation to its respective Offered Shares is its obligation and not of the Lead Managerobligation, and any deposit of such tax by the Lead Managers (in the manner to be set out in the Cash 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 Lead Managers shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax nor be liable for obligations of the Selling Shareholders in this regard. Accordingly, each Selling Shareholder severally undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the Lead Managers relating to payment of securities transaction tax in relation to its respective Offered Shares, it shall furnish all necessary reports, documents, papers or information as may be required by the Lead Managers 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 Lead Managers 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 Selling Shareholders and provided to the Lead Managers and the Lead Managers shall have no liability towards determination of the quantum of securities transaction tax to be paid. 18.5 In the event of any compensation paid or required to be paid by 20.6 The Company agree that they shall promptly pay the Lead Managers to Bidders for delays in redressal within a period of their grievance by the SCSBs in accordance with the SEBI circulars dated March 16two working days of receiving an intimation from them, 2021, SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (“SEBI Process Circulars”) and other Applicable Law, or for any liabilities incurred by the Lead Managers for delay or failure in unblocking of ASBA funds by SCSBs XXXXx or non- non-performance of roles by the Registrar to the Offer and/or the SCSBs pursuant to as set out in the SEBI Process Circulars and other Applicable Law, the Company shall reimburse the relevant Lead Manager(s) for such compensation or incurred liability (including applicable taxes and statutory charges, if any) within 2 days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Lead Manager; or (ii) the amount of compensation payable or liability incurred (including applicable taxes and statutory charges, if any) being communicated to the Company in writing by the Lead Manager(s). The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular dated June 2, 2021 read with SEBI Circular circulars dated March 16, 2021, March 31, 2021, and June 2, 2021, SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. Each Lead Managers, upon incurring any liabilities in terms of the SEBI circulars dated March 16, 2021, March 31, 2021, and June 2, 2021, SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 will promptly intimate the Company. 18.6 20.7 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, the Lead Managers and legal counsel shall be entitled to receive fees from the Company and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in the Engagement Letter.

Fees, Expenses and Taxes. 18.1 Except for (i) The Company and the Selling Shareholders shall pay the fees and expenses of the Book Running Lead Managers as specified in the Engagement Letter. All costs, charges, fees and expenses directly related to, and incurred in connection with the Offer, other than listing fees and stamp duty payable on issue audit fees of Equity Shares pursuant to Fresh Issue the statutory auditors and expenses for any corporate advertisements consistent with past practice of the Company, each of which shall be borne solely by the Company Company, but including advertising, printing, road show expenses, accommodation and (ii) stamp duty payable on transfer of the Offered Shares pursuant travel expenses, costs for legal counsel, registrar fees and bank charges, fees to be paid to the Offer for Sale and BRLMs or any Intermediaries, book building fees and expenses for the legal counsel other charges, fees payable to the Selling Shareholders which SEBI or stock exchanges or depositories and/or any other Governmental Authority etc., and payments to consultants and advisors, shall be borne solely by the respective Selling Shareholders, shared among the Company and each of the the Selling Shareholders agree to share the costs and expenses (including all applicable taxes) directly attributable to the Offer (including fees and expenses of the Lead Managers, legal counsel and other intermediaries, advertising and marketing expenses (other than corporate advertisements expenses undertaken in the ordinary course of business by the Company), printing, underwriting commission, procurement commission (if any), brokerage and selling commission and payment of fees and charges to various regulators in relation to the Offer) in proportion to the number of Equity Shares issued and Allotted by the Company through the Fresh Issue and sold by each of the Selling Shareholders through the Offer for Sale. The Company agrees to advance the cost Sale and expenses of the Offer and the Company will be reimbursed by each of the Selling Shareholders jointly and severally for its respective proportion of such costs and expenses upon successful completion of the Offer. Provided that, in the event any of the Selling Shareholders withdraws or abandons the Offer at any stage prior to the completion of the Offer, or if the Offer fails or is withdrawn, abandoned or terminated for any reason whatsoever, all costs, charges, fees and expenses incurred in connection with the Offer shall be borne amongst paid within the Company and time prescribed under the Selling Shareholders, as mutually agreed amongst them. 18.2 The Company and the Selling Shareholders shall pay the fees, commission and expenses of the Lead Managers as set out in, agreements to be entered into with such persons and in accordance with, the Engagement Letter. 18.3 with Applicable Law. All outstanding amounts payable to the Lead Managers BRLMs in accordance with the terms of the Engagement Letter and the legal counsel to the Company and the Lead Managers, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and without any undue delay the ASBA Accounts to the Public Offer Account and immediately on receipt of the final listing and trading approvals from the Stock Exchanges. For It is further clarified that all such payments shall be made first by the Company, and only upon successful completion of the Offer, any payments by the Company in relation to the Offer related expenses on behalf of any of the Selling Shareholders shall be reimbursed by such Selling Shareholder to the Company inclusive of taxes. The Selling Shareholders agree that are not paid from it shall reimburse the Company, by deduction of amounts lying to the credit of the Public Offer Account, the Company agrees to advance the cost in terms of this Clause 18. 18.4 Each Selling Shareholder acknowledges that the payment of securities transaction tax in relation to its respective Offered Shares is its obligation and not of the Lead Manager, and any deposit of such tax by the Lead Managers (Escrow Account in the manner to be set out in the Cash cash escrow and sponsor bank agreement, for all expenses undertaken by the Company on their behalf in relation to the Offer in proportion to the Equity Shares offered by each of them as part of the Offer. 18.2 The Selling Shareholders, severally and not jointly, agree to retain an amount equivalent to STT in relation to his respective Offered Shares in the public issue account and authorize the BRLMs to instruct the bank where public issue account is maintained to remit such amounts at the instruction of the BRLMs for payment of STT in such manner as may be agreed in the Escrow and Sponsor Bank Agreement Agreement 18.3 The Corporate Promoter Selling Shareholder agrees and undertakes that it shall pay, upon becoming due, any stamp, registration or income tax, payable on or in connection with the Offered Shares, pursuant to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the Lead Managers Offer. The BRLMs shall not derive be liable in any economic benefits manner whatsoever for any such stamp, registration or other taxes and duties payable in connection with the Offered Shares. It shall also abide by the applicable provisions of the Income Tax Act regarding the Capital Gains tax. 18.4 The Company agrees that it shall pay the BRLMs, immediately but not later than 5 (five) Working Days of receiving an intimation from them, for any liabilities incurred by the transaction relating BRLMs for delay or failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the payment of securities transaction tax nor be liable for obligations Offer and/or the SCSBs as set out in the SEBI circular dated SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular dated SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular no SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022. The BRLMs, upon incurring any liabilities in terms of the Selling Shareholders in this regard. Accordingly, each Selling Shareholder undertakes aforementioned SEBI circulars will promptly intimate the Company. 18.5 The Company agrees that in the event of any future proceeding or litigation by the Indian revenue authorities against the Lead Managers relating to payment of securities transaction tax in relation to its respective Offered Shares, it shall furnish all necessary reports, documents, papers or information as may be required by the Lead Managers 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 Lead Managers 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 Selling Shareholders and provided to the Lead Managers and the Lead Managers shall have no liability towards determination of the quantum of securities transaction tax to be paid. 18.5 In the event of any compensation paid or required to be paid and or any other amounts payable or paid by the Book Running Lead Managers to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circulars circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, the SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (“SEBI Process Circulars”) and other Applicable Law2022, or for and/or any liabilities incurred by the Lead Managers for delay or failure in unblocking of ASBA funds by SCSBs or non- performance of roles by the Registrar to the Offer and/or the SCSBs pursuant to the SEBI Process Circulars and other Applicable Law, the Company shall reimburse the relevant Book Running Lead Manager(s) Managers for such compensation or incurred liability (including applicable taxes and statutory charges, interest or penalty, if any) within 2 days immediately but not later than 5 (Five) Working Days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Book Running Lead Manager; Managers, or (ii) the amount of compensation payable or liability incurred (including applicable taxes and statutory charges, interest or penalty, if any) being communicated to the Company in writing by the Book Running Lead Manager(s). The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular dated June 2, 2021 read with SEBI Circular dated March 16, 2021Managers. 18.6 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, the Lead Managers BRLMs and legal counsel shall be entitled to receive fees from the Company and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in the Engagement Letter.

Fees, Expenses and Taxes. 18.1 Except for (i) the listing fees and stamp duty payable on issue of Equity Shares pursuant to Fresh Issue which shall be borne solely by the Company and (ii) stamp duty payable on transfer of the Offered Shares pursuant to the Offer for Sale and fees and expenses for the legal counsel to the Selling Shareholders which shall be borne solely by the respective Selling Shareholdersfees, the Company and each of the the Selling Shareholders Shareholder agree to share the costs and expenses (including all applicable taxes) directly attributable to the Offer (including fees and expenses of the Lead ManagersManager, legal counsel and other intermediaries, advertising and marketing expenses (other than corporate advertisements expenses undertaken in the ordinary course of business by the Company)expenses, printing, underwriting commission, procurement commission (if any), brokerage and selling commission and payment of fees and charges to various regulators in relation to the Offer) in proportion to the number of Equity Shares issued and Allotted by the Company through the Fresh Issue and sold by each of the Selling Shareholders Shareholder through the Offer for Sale. The Company agrees to advance the cost and expenses of the Offer Offer, and the Company will be reimbursed by each of the Selling Shareholders jointly and severally Shareholder for its respective proportion of such costs and expenses upon successful completion of the Offer. Provided The Selling Shareholder agrees 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 Offered Shares. Notwithstanding anything contained herein or in any other documentation relating to the Offer, it is clarified that, in the event any of the Selling Shareholders withdraws or abandons that the Offer at any stage prior to the completion of the Offer, is withdrawn or if the Offer fails or is withdrawn, abandoned or terminated not completed for any reason whatsoeverreason, all costs, charges, fees the costs and expenses incurred in connection with (including all applicable taxes) directly attributed to the Offer shall be exclusively borne amongst by the Company and the Selling ShareholdersShareholder in a proportionate manner including but not limited to, the fees and expenses of the Lead Manager and the legal counsel in relation to the Offer, except as mutually agreed amongst themmay be prescribed by SEBI or any other regulatory authority. 18.2 The Company and the Selling Shareholders Shareholder shall pay the fees, commission and expenses of the Lead Managers Manager as set out in, and in accordance with, the Engagement Letter. Further, the Company shall also reimburse the Lead Manager for any payment or expenses actually incurred under the UPI Circulars. 18.3 All outstanding amounts payable to the Lead Managers Manager in accordance with the terms of the Engagement Letter and the legal counsel to the Company and the Lead ManagersOffer, shall be payable from the Public Offer Account and without any undue delay 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 in terms of this Clause 1818.3. 18.4 Each The Selling Shareholder agrees to retain an amount equivalent to securities transaction tax (“STT”) in relation to its Offered Shares in the public issue account and authorize the Lead Manager to instruct the bank where public issue account is maintained to remit such amounts at the instruction of the Lead Manager for payment of STT in such manner as may be agreed in the Cash Escrow and Sponsor Bank Agreement. 18.5 The Selling Shareholder acknowledges that the payment of securities transaction tax in relation to its respective Offered Shares is its obligation and not of the Lead Managerobligation, and any deposit of such tax by the Lead Managers Manager (in the manner to be set out in the Cash 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 Lead Managers Manager shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax nor be liable for obligations of the Selling Shareholders Shareholder in this regard. Accordingly, each the Selling Shareholder undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the Lead Managers Manager relating to payment of securities transaction tax in relation to its respective Offered Shares, it shall furnish all necessary reports, documents, papers or information as may be required by the Lead Managers Manager 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 Lead Managers Manager 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 Selling Shareholders Shareholder and provided to the Lead Managers Manager and the Lead Managers Manager shall have no liability towards determination of the quantum of securities transaction tax to be paid. 18.5 In 18.6 The Company agrees and acknowledges that in the event of any compensation paid or required to be paid by the Lead Managers Manager to Bidders for delays in redressal of their grievance grievances by the SCSBs in accordance with the SEBI circulars circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular number no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, 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 (“SEBI Process Circulars”) and other Applicable Law, or for any liabilities incurred by read along with the Lead Managers for delay or failure in unblocking provisions of ASBA funds by SCSBs or non- performance of roles by the Registrar to the Offer and/or the SCSBs pursuant to the SEBI Process Circulars and other Applicable Law, the Company shall reimburse the relevant Lead Manager(s) Manager for such compensation or incurred liability (including applicable taxes and statutory charges, interest and/or penalty, if any) within 2 days immediately but not later than two (2) Working Days of (i) a written intimation from the Lead Manager; or (ii) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Lead Manager; or (ii) the amount of compensation payable or liability incurred (including applicable taxes and statutory chargesinterest and/or penalty, if any) along with the proof of such compensation paid or payable, being communicated to the Company in writing by the Lead Manager(s)Manager. The processing fees for applications made by UPI Bidders using Lead Manager, upon incurring any liabilities in terms of the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular dated June 2, 2021 read with SEBI Circular circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 will promptly intimate the Company. 18.6 18.7 In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, the Lead Managers Manager and legal counsel shall be entitled to receive fees from the Company and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in the Engagement Letterrespective engagement letters.