Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites

भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India CIRCULAR SEBI/HO/CFD/DCR2/P/CIR/2021/0661 November 23, 2021 To, All Registered Merchant Bankers Dear Sir/Madam, Subject: Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites 1. With a view to provide investors an idea about the various activities pertaining to primary market issuances as well as exit options like Takeovers, Buybacks or Delistings, an Investor Charter has been developed in consultation with the Merchant Bankers. 2. This charter is a brief document in an easy to understand language and contains different services to the investors at one single place for ease of reference. 3. All the registered Merchant Bankers are hereby advised to disclose on their website, Investor Charter for each of the following categories, as provided at Annexure-‘A’ to this circular - 3.1. Initial Public Offer (IPO) and Further Public Offer (FPO) including Offer for Sale (OFS); 3.2. Rights Issue; 3.3. Qualified Institutions Placement (QIP); 3.4. Preferential Issue; 3.5. SME IPO and FPO including OFS; 3.6. Buyback of Securities; 3.7. Delisting of Equity Shares; 3.8. Substantial Acquisitions of Shares and Takeovers. 4. Additionally, in order to bring about transparency in the Investor Grievance Redressal Mechanism, it has also been decided that all the registered Merchant Bankers shall disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, on each of the aforesaid categories separately as well as collectively, latest by 7th of succeeding month, as per the format enclosed at Annexure- ‘B’ to this circular. 5. These disclosure requirements are in addition to those already mandated by SEBI. 6. The provisions of this circular shall come into effect from January 01, 2022. Page 1 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 7. The Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, to protect the interest of investors in securities and to promote the development of, and to regulate the securities market. 8. This Circular is available at www.sebi.gov.in under the link “LegalCirculars”. Yours faithfully, Rajesh Gujjar General Manager Corporation Finance Department Division of Issues and Listing-I +91-22-26449232 rajeshg@sebi.gov.in Page 2 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India ANNEXURE-‘A’ INVESTOR CHARTER-IPOs & FPOs (including OFS) VISION STATEMENT: To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT: 1. Act in investors’ best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY IPOs & FPOs – Act as a Merchant Banker to the Issuer / Selling Shareholder DETAILS OF SERVICES PROVIDED TO INVESTORS 1. Upload Draft Red Herring Prospectus (DHRP) on SEBI / Stock Exchanges / Lead Managers Website for public comments and also upload RHP/Prospectus. 2. Publish public announcement within two days of filing the draft offer document with SEBI 3. Disclose price performance summary of preceding past 10 public issues handled by lead managers in draft offer document 4. Disclose on lead managers’ website the track record of the performance of the public issues managed by them 5. Publish details of anchor investor allocation on the website of stock exchanges before the issue opens 6. Keep Issue Open for 3 working days (extendable up to maximum 10 working days) 7. Ensure material contracts and documents are available for inspection as per details in Offer Document 8. Publish price band advertisement in newspaper at least two working days before opening of the issue 9. Ensure pre-filled application forms are available on the websites of the stock exchange(s) 10. Ensure listing and commencement of trading within six working days of the offer closing date 11. Publish details of subscription, basis of allotment, date of credit of specified securities and date of filing of listing application, etc. in newspapers within ten days from the date of completion of each activity. TIMELINES Timeline for Sr. Activity which activity Information where available No. takes place Filing of draft offer document 0 Websites of SEBI, Stock by company for public Exchanges, Lead Managers 1 comments Page 3 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India Public Announcement Within 2 days of Newspaper - English, filing DoD with regional, Hindi 2 SEBI Details of anchor investors 1 day before issue Stock Exchanges website 3 allocation opening date Issue opening date 3 working days Stock Exchanges website after filing RHP 4 with RoC Availability of application Till issue closure Stock Exchanges website 5 forms date Availability of material Till issue closure Address given in Offer documents for inspection by date Document 6 investors Availability of General Till issue closure LM website and stock 7 Information Document date exchange website Price Band Advertisement 2 working days Newspaper advertisement prior to issue 8 opening date Total demand in the issue Issue closure date Stock exchanges website on 9 hourly basis Commencement of trading within 6 working Newspaper advertisement 10 days Delay in unblocking ASBA More than 4 Compensation to investor Accounts working days @Rs. 100/day by intermediary 11 causing delay Advertisement on subscription Within 10 days Newspaper advertisement 12 and basis of allotment Allotment status and allotment Completion of By email / post 13 advice basis of allotment RIGHTS OF INVESTORS 1. Investors can request for a copy of the offer document and / or application form from the issuer/ Lead Manager(s) 2. Retail investors are allowed to cancel their bids before issue closing date 3. In case of delay in unblocking of amounts blocked through the UPI Mechanism exceeding four working days from the offer closing date, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking 4. Investors will get SMS w.r.t. allotment status and allotment advice will be sent in through email / physical to successful allottees Page 4 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 5. If allotted shares, all Rights as a Shareholder (as per Offer Document) DOS AND DON’TS FOR THE INVESTORS Dos 1. Check eligibility to invest in the RHP and under applicable law, rules, regulations, guidelines and approvals 2. Submit bids only thru ASBA (other than Anchor Investors) 3. Read all instructions carefully in the Bid cum Application Form 4. Ensure that Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre within the prescribed time 5. Ensure you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB 6. Ensure that name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant Don’ts 1. Do not Bid for lower than the minimum Bid size 2. Do not submit the Bid for an amount more than funds available in your ASBA account 3. If you are a Retail bidder and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID 4. Do not submit a Bid/revise a Bid with a price less than the Floor Price or higher than the Cap Price Page 5 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com) Registrar to Issue/Offer • Merchant Banker (Mainly for bidding/ post (for email ID refer to Offer issue/ allotment related Documents) grievances)  Scores (for email ID refer to Offer (https:/scores.gov.in) Document) • Scores (https:/scores.gov.in) Sponsor Bank SCSBs (UPI Bid related grievances) (Blocking/ Unblocking (for email ID refer to Offer related grievances) Document) Page 6 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN IPOs /FPOs) Sr. No Activity No. of calendar days 1 Investor grievance received by the lead manager T 2 Manager to the offer to identify the concerned intermediary and it shall be T+1 endeavoured to forward the grievance to the concerned intermediary/ies on T day itself 3 The concerned intermediary/ies to respond to the lead manager with an X acceptable reply / proof of resolution 5 Lead manager, the concerned intermediary/ies and the investor shall Between T and exchange between themselves additional information related to the X grievance, wherever required 4 LM to reply to the investor with the reply / proof of resolution X+3 5 Best efforts will be undertaken by lead manager to resolve the grievance within T+30 Nature of investor grievance for which the aforesaid timeline is applicable 1. Delay in unblocking of funds 2. Non allotment / partial allotment of securities 3. Non receipt of securities in demat account 4. Amount blocked but application not bid 5. Application bid but amount not blocked 6. Any other nature as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter from the investor addressed to the lead manager at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 2. E-mail from the investor addressed to the lead manager at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 3. On SEBI Complaints Redress System (SCORES) platform. Nature of enquiries for which the lead manager shall respond to / escalated promptly 1. Availability of application form 2. Availability of offer document Page 7 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 3. Process for participating in the issue / mode of payments 4. List of SCSBs / syndicate members 5. Date of issue opening / closing / allotment / listing 6. Technical setbacks in net-banking services provided by SCSBs / UPI mechanism 7. Any other query of similar nature RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS) 1. Read and understand the terms of offer documents, application form, and issue related literature carefully and fully before investing. 2. Consult own tax consultant with respect to the specific tax implications 3. Provide full and accurate information in the application form as maybe required while making an application and keep records of the same. 4. Ensure active demat/ broking account before investing. 5. Ensure correctness of all Demographic Details Bidder’s address, name of the Bidder’s father or husband, investor status, occupation, bank account details, PAN and UPI ID 6. Provide full and accurate details when making investor grievances to merchant bankers. 7. After the company is listed Investor to keep abreast of material developments and corporate actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc. Page 8 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India INVESTOR CHARTER- RIGHTS ISSUE VISION STATEMENT: To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT: 1. Act in investors’ best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY: Act as Lead Manager to Rights Issue by a Listed Company SERVICES PROVIDED TO INVESTORS:  Letter of Offer and other Rights Issue materials: should contain all material disclosures.  Upload Draft LoF on website of the Lead Managers.  Make a public announcement, within 2 days of filing of the DLoF with SEBI, and invite comments from  Make available the Abridged Letter of Offer (“ALoF”), application form and Rights Entitlement Letter.  Make material contracts and documents available for inspection at the time and place mentioned in the LoF  Record Date, Rights Issue Price, Rights Entitlement (“RE”) ratio, Issue Period:  Announce the record date to determine eligible shareholders SEBI (LODR) Regulations.  Record date, price, RE ratio, renunciation period, Rights Issue period in the LoF, ALoF etc.  A link to the SEBI website that includes the list of SCSBs registered with SEBI, which offer the facility of ASBA to be given in LoF.  Availability of LoF and other issue materials:  ALoF, along with application form, sent to all the existing shareholders at least 3 days before the date of opening of the Rights Issue.  Copy of the LoF also hosted on the website of issuer, SEBI, Stock Exchanges and Lead Managers. Existing shareholders can get a copy of the LoF from the issuer/ Lead Manager(s).  Pre-Issue Advertisement, published at-least 2 days before Rights Issue opens.  Application Procedure: Applications in a Rights Issue can only be made through Applications Supported by Blocked Amount (“ASBA”) through Self Certified Syndicate Banks (“SCSBs”) in the following manner:  Physical ASBA – Application form to be printed, filled-in and submitted to the designated branches of the SCSBs.  Online ASBA – Online/ electronic application to be made through using the website of the SCSBs. o Plain Paper Applications: Shareholders who have neither received the application form nor are in a position to obtain a duplicate application form can make an application through plain paper as per details provided by such shareholders are disclosed in the LoF. Shareholders should note that applicants applying on plain paper cannot renounce their rights. Further, if application is made on plain paper and application form, both are liable to be rejected. Page 9 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India  SEBI may also prescribe any other application methods for a Rights Issue and the same will be suitably disclosed in the LoF.  Credit of electronic REs:  A separate ISIN is created for REs and remains frozen till the issue opening date.  REs credited to the demat account of the shareholders as on the record date, before the issue opening date.  REs credited to suspense escrow account in cases where such as shares held in physical form, shares under litigation, frozen demat account, details of demat account not available, etc.  How can investors check their REs?:  Rights entitlement letter is sent to the shareholders and also available on the website of the Registrar.  Receipt of credit message from NSDL/ CDSL.  Demat statement from depository participant showing credit of REs.  Options available to shareholders relating to REs:  Apply to full extent of REs or for a part of the RE (without renouncing the other part)  Apply for a part of RE and renounce the other part of the RE  Apply for full extent of RE and apply for additional rights securities  Renounce the RE in full  Trading in Electronic REs: Investors can trade REs in electronic form during the renunciation period in the following manner:  On Market Renunciation: o Buy/ sell on the floor of the stock exchanges through a stock broker with T+2 rolling settlement. o Closes 4 working days prior to the closure of the Issue.  Off Market Renunciation: o Buy/ sell using delivery instruction slips. o To be completed in such a manner that the REs are credited to the demat account of the renouncees on or prior to the Rights Issue closing date.  Allotment procedure, Credit of Securities and Unblocking:  The allotment is made by the issuer as per the disclosures made in the LoF.  Securities are allotted and/ or application monies are refunded or unblocked within such period as may be specified by SEBI and disclosed in the LoF.  Allotment, credit of dematerialised securities, refunding or unblocking of application monies, as may be applicable, are done electronically.  A post-issue advertisement with prescribed disclosures including details relating to subscription, basis of allotment, value and percentage of successful allottees, date of completion of instructions to SCSBs by the Registrar, date of credit of securities, and date of filing of listing application, etc. is released within 10 days from the date of completion of the various activities.  Investors should also note:  REs which are neither renounced nor subscribed, on or before the issue closing date will lapse and shall be extinguished after the Issue Closing Date. Page 10 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India  Investors who purchase REs from the secondary market must ensure that they make an application and block/ pay the Rights Issue price amount.  No withdrawal of application is permitted after the issue closing date.  All allotments of securities shall be made in the dematerialised form only.  Physical shareholders are required to provide their demat account details to the Issuer/ Registrar to the Issue for credit of REs not later than 2 working days prior to issue closing date, such that credit of REs in their demat account takes place at least one day before issue closing date. TIMELINES - RIGHTS ISSUES Sr. Timeline for which Information where available/ No. Activity activity takes place Remarks 1 Filing of DLoF by DLoF made public for at- Websites of SEBI, Stock Issuer for public least 21 days from the date Exchanges, Lead Managers comments (if not a fast of filing the DLoF track Rights Issue) 2 Public Announcement Within 2 days of filing of Newspaper - english, hindi, w.r.t. DLoF filing and the DLoF with SEBI regional (at the place where the inviting the public to registered office of the Issuer is provide comments in situated) respect of the disclosures made in DLoF 3 Record Date Advance notice of at-least Websites of Stock Exchanges; 3 working days (excluding Record Date also disclosed in the date of intimation and LoF, ALoF, Application Form, the Record Date) Pre-Issue Advertisement 4 Dispatch of ALoF Must be completed at-least Dispatched through registered along with Application 3 days before the date of post or speed post or by courier Form and RE Letter opening of the issue service or by electronic transmission 5 Pre-Issue At-least 2 days before the Newspaper Advertisement Advertisement date of opening of the (english, hindi, regional) with issue information such details of date of completion of dispatch of ALoF and Application Form; obtaining duplicate Application Forms, (c) application procedure etc. 6 Availability of Before issue opening Websites of Stock Exchanges, electronic copy Registrar to Issue and SCSBs Application Form and ALoF Page 11 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 7 Availability of LoF Typically uploaded on the Website of Issuer, SEBI, Stock same day as filing with the Exchanges and Lead Managers. Stock Exchanges Existing shareholders can also request for copy of the LoF and the same shall be provided by the issuer/ Lead Manager(s) 8 Rights Entitlement - RE Information available in RE Information Letter sent to shareholders, available on Registrar's website, credit message from NSDL/ CDSL when electronic REs are credited and demat statement from depository. 9 Credit of Rights Before the issue opening Credit message from NSDL/ Entitlement to the date CDSL (e-mail/ SMS); Demat demat account of the statement from depository shareholders as on participant showing credit of Record Date REs; Last date for credit of REs mentioned in LoF. 10 Issue opening date Difference of at-least 3 Stock Exchange website; days between dispatch of Disclosure made in LoF, ALoF, the ALoF alongwith Application Form, Pre-Issue Application Form and Advertisement issue opening date + at- least 2 days between issue of Pre-Issue Advertisement and issue opening date 11 On Market 4 working days prior to Information on the procedure for Renunciation issue closing date On Market Renunciation disclosed in LoF; Last date for On Market Renunciation disclosed in LoF, Application Form alongwith ALoF, Pre-Issue Advertisement 12 Off Market REs must be credited to Information on the procedure for Renunciation the demat account of the Off Market Renunciation renouncees on or prior to disclosed in LoF; Disclosure that the issue closing date REs must be credited to the demat account of the renouncees on or prior to the issue closing date in LoF 13 Physical shareholders 2 days prior to issue Disclosure made in LoF (if any) can provide closing date Page 12 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India their demat account details to Issuer/ Registrar 14 Credit of REs of demat 1 day prior to issue closing Disclosure made in LoF; accounts of Physical date Intimation of credit by e-mail/ Shareholders, as SMS provided by them to the Issuer/ Registrar 15 Withdrawal/ Issue closing date Disclosure made in LoF Cancellation of bids 16 Issue closing date Rights Issue kept open for Stock Exchange website; a minimum period of 15 Disclosure made in LoF, ALoF, days and maximum period Application Form, Pre-Issue of 30 days Advertisement 17 Credit of securities, Within 15 days from issue Credit confirmation by e-mail/ allotment status and closing date SMS from depository; Allotment allotment advice advice through electronic/ physical intimations 18 Lapsed REs are On completion of REs which are neither renounced extinguished and ISIN allotment, the ISIN for nor subscribed by shareholders, for REs is permanently REs is deactivated in the shall lapse after closure of the deactivated depository system by the Issue. Issuer shall ensure that depositories lapsed REs are extinguished from depository system once securities are allotted pursuant to the Issue. Once allotment is done, the ISIN for REs shall be permanently deactivated in the depository system by the depositories. 19 Unblocking ASBA Within 15 days from issue In case of any delay in giving the Accounts/ refunds closing date instructions, the Issuer shall undertake to pay interest at the rate of 15% per annum to the shareholders within such time as disclosed in the LoF 20 Commencement of Typically the working day Notices posted on websites of trading after the date of credit of Stock Exchanges securities to the allottees 21 Post issue Within 10 days from the Newspaper - english, hindi, advertisement on date of completion of the regional (at the place where the subscription and basis various activities registered office of the Issuer is of allotment situated) Page 13 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India RIGHTS OF INVESTORS  Receive transferable and transmittable rights shares that rank pari passu in all respects with the existing shares of the Issuer Company.  Receive ALoF with Application Form prior to Issue Opening Date.  Receive REs in dematerialized form prior to Issue Opening Date.  Receive allotment advice and letters intimating unblocking of ASBA account or refund (if any).  Existing shareholder has the right to request for a copy of LoF and the same shall be provided by the Issuer/ Lead Manager.  All such rights as may be available to a shareholder of a listed public company under the Companies Act, the Memorandum of Association and the Articles of Association. DO’s and DON’Ts FOR INVESTORS DO’s:  Carefully read through and fully understand the LoF, ALoF, Application Form, rights entitlement letters, application procedure and other issue related documents, and abide by the terms and conditions.  Ensure accurate updation of demographic details with depositories - including the address, name, investor status, bank account details, PAN, e-mails addresses, contact details etc.  Have/ open an ASBA enabled bank account with an SCSB, prior to making the Application.  Ensure demat/ broking account is active.  Provide necessary details, including details of the ASBA Account, authorization to the SCSB to block an amount equal to the Application Money in the ASBA Account mentioned in the Application Form, and also provide signature of the ASBA Account holder (if the ASBA Account holder is different from the Investor).  All Investors including Renouncees, must mandatorily invest in the Issue through the ASBA process only and/ or any other mechanism as prescribed by SEBI and disclosed in the LoF/ ALoF.  In case of non-receipt of Application Form, request for duplicate Application Form or make an application on plain paper.  Submit Application Form with the designated branch of the SCSBs before the Issue Closing Date with correct details of bank account and depository participant  Ensure that sufficient funds are available in the ASBA account before submitting the same to the respective branch of SCSB.  Ensure an acknowledgement is received from the designated branch of SCSB for submission of the Application Form in physical form.  All Investors should mention their PAN number in the Application Form, except for Applications submitted on behalf of the Central and the State Governments, residents of Sikkim and the officials appointed by the Courts.  Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant.  Trading of REs should be completed in such a manner that they are credited to the demat account of the renouncees on or prior to the Rights Issue closing date.  Investors who purchase REs from the secondary market must ensure that they make an application and block/ pay the Rights Issue price amount. Page 14 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India  All communication in connection with application for the rights shares, including any change in address of the Investors should be addressed to the Registrar prior to the date of allotment quoting the name of the first/ sole Investor, folio numbers/ DP Id and Client Id. Further, change in address should also be intimated to the respective depository participant.  In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the sequence in which they appear in the Application Form.  Investors holding Equity Shares in physical form, who have not provided the details of their demat account to the Issuer Company or the RTA, are required to provide such details to the RTA, no later than two working days prior to the Issue Closing Date to enable the credit of their REs by way of transfer from the suspense Demat escrow account to their respective Demat accounts, at least one day before the Issue Closing Date.  Investors may withdraw their Application at any time during Issue Period by approaching the SCSB where application was submitted.  Sign and/ or submit all such documents and do all such acts that are necessary for allotment of Rights shares in the Issue.  Provide accurate information and investor details while filing for investor complaints/ grievances. DON’Ts  Investors should not apply on plain paper after submitting CAF to a designated branch of the SCSB.  Investor should not pay the application money in cash, by cheque, demand draft, money order, pay order or postal order.  Physical Application Forms should not be sent to the Lead Manager/ Registrar/ to a branch of the SCSB which is not a designated branch; instead those are to be submitted only with a designated branch of the SCSB.  GIR number should not be provided instead of PAN as the application is liable to be rejected.  Do not apply with an ASBA account that has been used for five or more Applications.  Do not instruct the SCSBs to release the funds blocked under the ASBA process.  Investors cannot withdraw their Application post the Issue Closing Date. Page 15 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com) Registrar to Issue/Offer • Merchant Banker (Mainly for REs/ (for email ID refer to Offer Renunciation / bidding/ post Documents) issue/ allotment related  Scores grievances) (https:/scores.gov.in) (for email ID refer to Offer Document) • Scores (https:/scores.gov.in) SCSBs (Blocking/ Unblocking related grievances) Page 16 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES- RIGHTS ISSUES Sr. No Activity No. of calendar days 1 Investor grievance received by the lead manager T 2 Lead Manager to the offer to identify the concerned T+1 intermediary and it shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day istelf 3 The concerned intermediary/ies to respond to the lead manager X with an acceptable reply 4 Investor may escalate the pending grievance, if any, to a senior T+21 officer of the lead manager of rank of Vice President or above 5 Lead manager, the concerned intermediary/ies and the investor Between T and X shall exchange between themselves additional information related to the grievance, wherever required 6 LM to respond to the investor with the reply Upto X+3 7 Best efforts will be undertaken by lead manager to respond to the grievance within T+30 Nature of investor grievance for which the aforesaid timeline is applicable 1. Delay in unblocking of funds 2. Non allotment/ partial allotment of securities 3. Non receipt of securities in demat account 4. Amount blocked but application not made 5. Application made but amount not blocked 6. Any other grievance as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter from the investor addressed to the lead manager at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 2. E-mail from the investor addressed to the lead manager at its e-mail address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 3. On SEBI Complaints Redress System (SCORES) platform. Nature of enquiries for which the Lead manager shall endeavour to resolve such enquiries/ queries promptly during the issue period. 1. Availability of application form, ALoF 2. Availability of offer document 3. Credit and trading in Res; Options available to shareholders relating to REs 4. Process for participating in the issue/ mode of payments 5. List of SCSBs Page 17 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 6. Record Date, Rights Issue Price, RE ratio, Issue Period, date of allotment, date of listing 7. Technical setbacks in services provided by SCSBs/ other payment mechanisms 8. Any other query of similar nature RESPONSIBILITIES OF INVESTORS  Read the LoF, ALoF, application form, rights entitlement letters and other issue related literature carefully and fully before investing, including the risk factors section.  Fully understand the terms of investment and timelines involved in the issue process as disclosed in the LoF, ALoF, application form, and issue related literature.  Consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue.  Provide full and accurate information in the application form as maybe required while making an application and when making investor grievances; Also keep records of the same.  Ensure active demat/ broking account before investing.  Shareholders should ensure to register E-mail Id with the Company or Depository for timely updates on Corporate actions.  Keep abreast of material developments relating to the company inter alia by checking the company’s website or the websites of the Stock Exchanges including for corporate actions like mergers, de- mergers, splits, rights issue, bonus, dividend etc. Page 18 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India INVESTOR CHARTER-QUALIFIED INSTITUIONS PLACEMENT (QIPs) VISION STATEMENT: To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT: 1. Act in investors’ best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY: Act as Lead Manager to QIP SERVICES PROVIDED TO INVESTORS: (1) Select QIBs receive Offer Documents (PPD/ PD): Preliminary Placement Document (“PPD”) and Placement Document (“PD”) contain material information required under applicable laws. The PPD and PD are serially numbered and copies the same are circulated only to select QIBs. PPD and PD placed on websites of the relevant Stock Exchange(s) and of the issuer. (2) Key terms of the QIP included in the PPD which is sent to select QIBs on issue opening date, include the following:  the relevant date (typically the date when the issuer’s board of directors or committee of directors duly authorised by the board of directors decides to open the QIP)  the floor price (determined in terms of the SEBI (ICDR) Regulations) (3) QIP Closing Date: QIBs participating in the QIP should look out for the outcome of the meeting of the board of directors of the issuer or a committee of directors, notifying the date of closure of the QIP and the final QIP price. In this regard, a minimum notice period of at-least 2 working days (excluding the date of notice and the date of meeting) is required to be provided by the issuer under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations. (4) Application Process: QIBs submit the filled-in application forms to the lead managers along with credit of their subscription monies (which is kept in a separate bank account), on or prior to the close of the QIP. (5) Allotment: QIBs should take note of the following regarding allotment pursuant to QIP:  QIP issue size <= Rs.250 crores; minimum 2 allottees.  QIP issue size > Rs.250 crores; minimum 5 allottees.  Minimum 10% to be allotted to mutual funds. However, any unsubscribed portion may be allotted to other QIBs. Page 19 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India  No allotment, either directly or indirectly, to any QIB who is a promoter or any person related to the promoters of the issuer.  No individual allottee is allowed to have more than 50% of the total amount issued.  QIB under the same group/ under same control is considered as single allottee.  On approval of the allotment by the board of directors of the issuer/ committee of directors, QIBs which have received allotment in the QIP receive a serially numbered PD (including the final QIP price, issue period details etc.) and confirmation of allotment note (CAN). Thereafter, the credit of shares to successful allottees takes place. (6) Disclosure of list of investors in the PD and Stock Exchange websites:  Names of the allottees and the percentage of their post-issue shareholding is disclosed in the PD.  The names of the allottees are also be mentioned in PAS-3 (ROC form for allotment to be filed by the Company).  In case, any QIB belonging to the same group/ under same control is allotted more than 5% of the equity shares, their names along with the number of equity shares allotted are disclosed on the websites of the stock exchanges (7) Restrictions on Transferability: QIBs should note that specified securities issued under a QIP are subject to lock-in for 1 year, unless sold on the floor of stock exchange. TIMELINES - QIPs Sr. Timeline for which Information where available/ No. Activity activity takes place Remarks 1 Issue opening date Typically the same day Websites of Stock Exchanges; Also when Issuer's Board/ disclosed in the PPD, PD Committee decides to open the issue 2 Availability of PPD Typically available on BRLMs circulate serially the same day as when the numbered copies of the PPD to Issuer's Board/ select QIB investors; Copies of Committee decides to PPD also available in the websites open the issue of Stock Exchanges and Issuer 3 Availability of details Part of PPD, PD, Details available in PPD, PD, of Lead Managers, Application Form Application Form Escrow Bank 4 Availability of the Part of PPD, PD Floor Price typically disclosed in Floor Price, key terms the outcome to the Board/ of the issue etc. Committee meeting. Floor Price, key terms etc. disclosed in the PPD, PD 5 Availability of No later than issue BRLMs circulate application forms application forms closing to select investors; Sample application form is sometimes also available in the PPD Page 20 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 6 Submission of filled- No later than issue Application forms submitted by in application forms closing QIB investors to BRLMs; and subscription Subscription monies credited to a monies separate bank account, as per details provided to the QIB investors 7 Outcome of Issuer's Post completion of the Websites of Stock Exchanges; QIP Board or Committee Board/ Committee price also disclosed in the PD and meeting to decide meeting CAN final QIP price; Availability of final QIP price 8 Issue closing date Typically the same date Websites of Stock Exchanges; Also as the Issuer's Board or disclosed in the PD Committee meeting to decide final QIP price 9 Confirmation of Typically on the same BRLMs to circulate serially Allocation Note day as the issue closing numbered CANs and PDs to (CAN) and serially or the next day successful applicants; CAN numbered PD sent to includes details of securities successful allottees allocated to each QIB applicant, issue price and bid amount, probable date of credit of securities to the applicant’s demat account 10 Availability of PD Typically on the same BRLMs circulate serially day as the issue closing numbered copies of the PD to QIB or the next day applicants which have received allocation; Copies of PD also available in the websites of Stock Exchanges and Issuer 11 List of allottees Part of PD Included in PD and Form PAS-3 (ROC form for allotment to be filed by the Issuer) 12 Board/ Committee Typically the same day Outcome of meeting uploaded on meeting to approve as circulation of CANs websites of Stock Exchanges allotment and PD to successful allottees 13 List of allottees Typically given together Websites of the Stock Exchanges allotted more than 5% with the outcome of of the securities Board/ Committee offered meeting for allotment 14 Credit of securities to Corporate action by Confirmation of credit to allottees demat accounts of Issuer on the same day as through e-mail/ SMS by DP allottees Page 21 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India approval of allotment or next working day 15 Commencement of Typically, application to Notices posted on websites of trading the Stock Exchanges is Stock Exchanges made at the same time as the corporate action for credit of securities RIGHTS OF INVESTORS 1. Receive transferable and transmittable equity shares that rank pari passu in all respects with the existing equity shares of the Issuer Company. 2. Receive PPD, PD, application form, CAN from the Issuer Company/ Lead Managers. 3. Response to investor queries. 4. All such rights as may be available to a shareholder of a listed public company under the Companies Act, the Memorandum of Association and the Articles of Association. DO’s and DON’Ts FOR INVESTORS DO’s: 1. Carefully read through and fully understand the PD, PD, application form, CAN and other issue related documents, and abide by the terms and conditions. 2. Ensure accurate updation of demographic details with depositories - including the address, name, investor status, bank account details, PAN, e-mails addresses, contact details etc. 3. Ensure active demat/ broking account before investing, as securities will be allotted in dematerialized form. 4. EnsEnsure valid QIB registration. 5. Provide full and accurate information in duly filled-in application form. 6. Review Stock Exchange website for the outcome of the meeting of the board/ committee of directors of the Issuer, notifying the date of closure of QIP, the final QIP price etc. 7. Submit duly filled-in application forms to Lead Managers along with credit of the subscription monies, which is kept in a separate bank account on or prior to the close of QIP. 8. Provide accurate information and investor details while making any query. DON’Ts 1. Investors should not sell securities allotted in a QIP during the lock-in period, except on the floor of the Stock Exchanges. 2. Investors should not trade in the securities allotted in a QIP, prior to the receipt of final listing and trading approvals from Stock Exchanges. 3. Investors should not participate in the Issue, if the Investor is not an eligible QIB as defined under Regulation 2(1)(ss) of SEBI ICDR Regulations. 4. Investors should not forward, circulate or distribute the application form, PPD, PD and CAN or any accompanying issue related documents sent to them to any third party. 5. Investors cannot withdraw, modify, cancel or revise their application downwards after the Issue Closing Date. Page 22 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com) • Merchant Banker (for email ID refer to Offer Documents)  Scores (https:/scores.gov.in) TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN QIPs • Scores (https:/scores.gov.in) Sr. No Activity No. of calendar days 1 Investor grievance received by the lead manager T 2 Lead manager to identify the concerned person (company/ T+1 intermediary) and it shall be endeavoured to forward the grievance to the said person on T day istelf 3 The company/ concerned intermediary to respond to the lead X manager with an acceptable reply 4 Investor may escalate the pending grievance, if any, to a senior T+21 officer of the lead manager of rank of Vice President or above 5 Lead manager, the company/ concerned intermediary/ies and Between T and X the investor shall exchange between themselves additional information related to the grievance, wherever required 6 LM to respond to the investor with the reply Upto X+3 7 Best efforts will be undertaken by lead manager to respond to the grievance within T+30 Page 23 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India Nature of investor grievance for which the aforesaid timeline is applicable 1. Delay in refunds, if any 2. Non-allocation/ allotment of securities after receipt of CAN/ payment of application amount 3. Non receipt of securities in demat account 4. Any other grievance as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter from the investor addressed to the lead manager at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 2. E-mail from the investor addressed to the lead manager at its e-mail address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 3. On SEBI Complaints Redress System (SCORES) platform. Nature of enquiries for which the Lead manager shall endeavour to resolve such enquiries/ queries promptly during the issue period. 1. Process for applying in the QIP and making payments 2. Terms of the QIP, allotment methodology, Issue Period, date of allotment, date of listing 3. Non-receipt of CANs 4. Any other query of similar nature RESPONSIBILITIES OF INVESTORS 1. Read the PPD, PD, application form and other issue related literature carefully and fully before investing. 2. Fully understand the terms of investment and timelines involved in the issue process as disclosed in the PPD, PD, application form, and issue related literature. 3. Consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. 4. Provide full and accurate information in the application form as maybe required while making an application and when making investor grievances; Also keep records of the same. 5. Ensure active demat/ broking account before investing. 6. Applications using third party bank accounts are liable for rejection. 7. Shareholders should ensure to register E-mail Id with the Company or Depository for timely updates on Corporate actions like dividend, Buyback, takeover etc. 8. Keep themselves informed of material developments relating to the company inter alia by checking the company’s website or the websites of the Stock Exchanges including for corporate actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc. Page 24 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India INVESTOR CHARTER – PREFENTIAL ISSUE VISION STATEMENT: To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT: 1. Act in investors’ best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as merchant banker/advisor for the transaction SERVICES PROVIDED FOR INVESTORS 1. Issuers disclose all matters w.r.t. objects of issue, maximum number of securities etc as stipulated in SEBI Regulations in the explanatory statement attached notice to shareholder 2. Price of the equity shares to be determined as per SEBI Regulations. 3. Information w.r.t. lock-in provisions, considerations payable at the time of allotment, tenor of convertible securities disclosed in the Explanatory Statement 4. Allotment pursuant to the special resolution shall be completed within a period of fifteen days from the date of passing of shareholders resolution. TIMELINES Sr. Activity Timeline for which Information where available No. activity takes place 1 Outcome of the board 30 mins from Website of Company, Stock meeting completion of board Exchanges meeting 2 Advertisement to be made in 21 days before EGM Newspapers, website of the principal vernacular Company and Stock Exchanges language of the district in which the registered office of the company is situated and having a wide circulation in that district and at least once in English language in an English newspaper, having country-wide circulation 3 Relevant Date for 30 days prior to the Notice of EGM sent to determining preferential issue date of shareholder shareholder and available of price approval website of Company and Stock Exchanges 4 Outcome of the board 30 mins from Website of Company, Stock meeting approving allotment completion of board Exchanges meeting Page 25 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 5 Allotment of Equity shares within 15 days Intimation will be sent to all Investors RIGHTS OF INVESTORS 1. Receive the notice and the explanatory statement with the required details about the proposed preferential issue 2. Right to seek clarification in accordance with the grievance redressal mechanism policy of the company 3. Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the Listing Regulations and the AoA of the Company and other applicable laws DO’s and DON’Ts FOR INVESTORS 1. Provide correct and factual details as requested by the Issuer for compliance with requirements under Companies, Act, 2013, SEBI ICDR and other relevant rules and regulations. 2. Pay full consideration at the time of allotment in case of equity shares. In case of warrants, pay at least 25% of the consideration at the time of allotment 3. Not delay in making the payments. 4. Ensure that payment is done only from the allottee's bank account. INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to notice)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com) Registrar & • Scores (https:/scores.gov.in) Transfer Agents (for email ID refer to Issuer’s Website) Page 26 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES - PREFERENTIAL ISSUE Sr. No Activity No. of calendar days 1 Investor grievance received by the Issuer and/or the RTA T 2 The Issuer and/or the RTA to respond to the investor with an T+10 acceptable reply 3 The Issuer and/or the RTA and the investor shall exchange Between T and T+10 between themselves additional information related to the grievance, wherever required 4 In case any further coordination / information is required by Issuer Up to T+20 / RTA, final response to the investor should be sent 5 Best efforts will be undertaken by Merchant bank to respond to the grievance within T+30 Note: It is not mandatory for the Issuer to appoint a Merchant Banker or any other entity as Advisor or Arranger for the Preferential Issue and even if appointed, they are NOT involved in the entire process of Issuance. Hence the Investors will have to take up their grievance/s directly with the Company AND /OR RTAs. Nature of investor grievance for which the aforesaid timeline is applicable 1. Delay in refunds, if any 2. Non-receipt of notice or other relevant communication 3. Non receipt of securities in demat account 4. Any other grievance as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter from the investor addressed to the merchant bank at its address mentioned in any relevant communication, detailing nature of grievance, details of application, details of bank account, date of application etc 2. E-mail from the investor addressed to the merchant bank at its e-mail address mentioned in the in the notice or any other relevant communication, detailing nature of grievance, details of application, details of bank account, date of application etc 3. On SEBI Complaints Redress System (SCORES) platform. Nature of enquiries for which the Merchant bank/Advisor/ Arranger shall endeavour to resolve such enquiries/ queries promptly during the issue period. 1. Process for applying in the issue and making payments 2. Terms of the issue, pricing, allotment methodology, issue period, date of allotment, date of listing 3. Any other query of similar nature Page 27 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India RESPONSIBILITIES OF INVESTORS 1. Stockholders should read notice and other related literature carefully. 2. Investor shall comply with regulatory requirement including investment limit under which it is governed for example insurance companies, FPIs, Mutual Funds etc before investing in listed companies. 3. Investor shall obtain required approval, if any before making investment 4. Investors should fully understand the terms of investment and timelines involved in the issue process as disclosed in the offer document, application form, and issue related literature. 5. Investor to confirm and ensure that it is not directly or indirectly, debarred from accessing the capital market or have been restrained by any regulatory authority from directly or indirectly acquiring the Equity Shares. 6. Investor to confirm that it is not declared as wilful defaulter as per RBI circular. 7. Investor shall transfer subscription money to Company in reasonable time to ensure allotment get completed in 15 days from the date of special resolution. 8. Investor should consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. 9. Investors should provide full and accurate information in the application form as maybe required while making an application and keep records of the same. 10. Shareholders should ensure to register E-mail Id with the Company or Depository for timely updates on Corporate actions like dividend, Buyback, Takeover etc. Page 28 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India INVESTOR CHARTER- SME IPOs & FPOs (including OFS) VISION STATEMENT: To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT: 1. Act in investors’ best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY IPOs & FPOs for SME – Act as a Merchant Banker to the Issuer / Selling Shareholder DETAILS OF SERVICES PROVIDED TO INVESTORS 1. Upload Draft Offer Document on Stock Exchange (s) / Lead Managers Website. and also upload RHP/Prospectus SEBI / Stock Exchanges / Lead Managers Website 2. Disclose a summary statement in draft offer document of price performance of immediately preceding past 10 public issues handled by lead managers in the current and two immediately preceding financial years 3. Disclose on lead managers’ website the track record of the performance of the public issues managed by them for a period of three financial years from the date of listing for each public issue managed by the Lead Manager 4. Publish details of anchor investor allocation on the website of stock exchanges before the issue opens for public subscription. 5. Keep Issue Open for a Period of 3 working days (extendable up to maximum 10 working days) 6. Ensure material contracts and documents are available for inspection as per details in Offer Document 7. If floor price or price band not disclosed in the red herring prospectus, publish price band advertisement in newspaper at least two working days before the opening of the issue and upload on SEBI / Stock Exchanges Website 8. Ensure the relevant financial ratios are disclosed in the price band announcement and pre-filled application forms are available on the websites of the stock exchange(s). 9. Listing and the commencement of trading of the Equity Shares on the Stock Exchanges within six Working Days of the Offer Closing Date or such other time as may be prescribed by SEBI. 10. Publish advertisement details of subscription, basis of allotment, date of credit of specified securities and date of filing of listing application, etc. within ten days from the date of completion of the each activity. Page 29 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India TIMELINES - SME IPOs & FPOs (including OFS) Timeline for which Sr. No. Activity Information where available activity takes place Filing of draft offer Websites of SEBI, Stock 1 0 document by company Exchanges, Lead Managers Details of anchor 1 day before issue Stock Exchanges website 2 investors allocation opening date 3 working days after Stock Exchanges website 3 Issue opening date filing RHP with RoC Availability of Stock Exchanges website 4 Till issue closure date application forms Availability of material Address given in Offer Document 5 documents for Till issue closure date inspection by investors Availability of General LM website and stock exchange 6 Till issue closure date Information Document website Price Band 2 working days prior to 7 - Advertisement issue opening date Compensation to investor @ Rs. Delay in unblocking More than 4 working 8 100/day by intermediary causing ASBA Accounts days delay Advertisement on 9 subscription and basis Within 10 days Newspaper advertisement of allotment Allotment status and Completion of basis of 10 By email / post allotment advice allotment RIGHTS OF INVESTORS 1. Investors can request for a copy of the offer document and / or application form and the same shall be provided by the issuer/ Lead Manager(s). 2. Retail investors are allowed to cancel their bids before issue closing date. Institutional and Non- institutional investors are allowed to modify and only upward revise their bids during the period the issue is open. 3. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four working days from the offer closing date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day for the entire duration of delay exceeding four working days from the offer closing date, by the intermediary responsible for causing such delay in unblocking. Page 30 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 4. Investors get email and sms messages w.r.t. allotment status and allotment advice is sent in through email / physical to successful allottees post completion of basis of allotment. 5. If allotted shares, all Rights as a Shareholder (as per Offer Document) DOS AND DON’TS FOR THE INVESTORS Dos 1. Check Eligibility in the RHP and under applicable law, rules, regulations, guidelines and approvals. 2. Submission of Bids – only ASBA (other than Anchor Investors) Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed form 3. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre within the prescribed time 4. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB, before submitting the ASBA Form to any of the Designated Intermediaries 5. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant 6. Ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the Depository database Don’ts 1. Do not Bid for lower than the minimum Bid size 2. Do not submit the Bid for an amount more than funds available in your ASBA account 3. If you are a Retail bidder and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID 4. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID 5. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price 6. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual Bidders can revise or withdraw their Bids on or before the Bid/ Offer Closing Date Page 31 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com) Registrar to Issue/Offer • Merchant Banker (Mainly for bidding/ post (for email ID refer to Offer issue/ allotment related Documents) grievances)  Scores (for email ID refer to Offer (https:/scores.gov.in) Document) • Scores (https:/scores.gov.in) Sponsor Bank SCSBs (UPI Bid related (Blocking/ Unblocking grievances) related grievances) (for email ID refer to Offer Document) Page 32 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN IPOs /FPOs) Sr. No Activity No. of calendar days 1 Investor grievance received by the lead manager T 2 Manager to the offer to identify the concerned intermediary and it shall be T+1 endeavoured to forward the grievance to the concerned intermediary/ies on T day itself 3 The concerned intermediary/ies to respond to the lead manager with an X acceptable reply / proof of resolution 5 Lead manager, the concerned intermediary/ies and the investor shall Between T and exchange between themselves additional information related to the X grievance, wherever required 4 LM to reply to the investor with the reply / proof of resolution X+3 5 Best efforts will be undertaken by lead manager to resolve the grievance within T+30 Nature of investor grievance for which the aforesaid timeline is applicable 1. Delay in unblocking of funds 2. Non allotment / partial allotment of securities 3. Non receipt of securities in demat account 4. Amount blocked but application not bid 5. Application bid but amount not blocked 6. Any other nature as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter from the investor addressed to the lead manager at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 2. E-mail from the investor addressed to the lead manager at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 3. On SEBI Complaints Redress System (SCORES) platform. Page 33 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India Nature of enquiries for which the lead manager shall respond to / escalated promptly 1. Availability of application form 2. Availability of offer document 3. Process for participating in the issue / mode of payments 4. List of SCSBs / syndicate members 5. Date of issue opening / closing / allotment / listing 6. Technical setbacks in net-banking services provided by SCSBs / UPI mechanism 7. Any other query of similar nature RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS) 1. Read and understand the terms of offer documents, application form, and issue related literature carefully and fully before investing. 2. Consult own tax consultant with respect to the specific tax implications 3. Provide full and accurate information in the application form as maybe required while making an application and keep records of the same. 4. Ensure active demat/ broking account before investing. 5. Ensure correctness of all Demographic Details Bidder’s address, name of the Bidder’s father or husband, investor status, occupation, bank account details, PAN and UPI ID 6. Provide full and accurate details when making investor grievances to merchant bankers. 7. ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective ASBA Form, or (ii) the UPI ID (in case of retail investors), as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details will be rejected. Applications made by retail investors using third party bank account or using third party linked bank account UPI ID are liable for rejection. 8. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected. Retail investors using UPI Mechanism, shall submit their ASBA Forms with Syndicate Members, Registered Brokers, RTA or Depository Participants. ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount which can be blocked by the SCSB. Page 34 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 9. After the company is listed it has to keep the investors informed of material developments through its page on the stock exchange website including for corporate actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc. Investors should regularly check for such information on the stock exchange website. Page 35 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India INVESTOR CHARTER- BUYBACK OF SECURITIES VISION STATEMENT: To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT: 1. Act in investors’ best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as Manager to the Offer of Buyback of securities. SERVICES PROVIDED FOR INVESTORS 1. Advertisement is published in one English National Daily, one Hindi National Daily and one Regional language daily, at the place where the Registered Office of the company is situated; 2. Detailed process and methodology disclosed in the: a. public announcement in case of buyback through open market; and b. Letter of offer along with details of buying broker through which settlement takes place; 3. Physical Shareholders can also participate in the tender offer buyback by submitting documents disclosed in the public announcement and/or letter of offer; Physical Shareholders can participate in the open market buyback after dematerialising their Shares 4. All eligible shareholders may place orders in the Acquisition Window provided by stock exchange, through their respective stock brokers; 5. Post closure, offer closing advertisement is published. A. TIMELINES - BUYBACK (OPEN MARKET) Sr. Timeline for which activity takes Information where No. Activity place available 1 Public Within 2 WDs from Board or Website of SEBI, Stock Announcement Shareholder's meeting in which Exchanges & Company buyback proposal is approved 2 Opening of offer Within 7 WDs from PA Website of Stock Exchanges 3 Securities bought Daily basis till closure of offer Website of Stock Exchanges back and Company 4 Closure of offer Earlier of: Website of Stock Exchanges Six months; or Total buyback size utilised; or 50% of total buyback size utilised and board of directors chooses to close 5 Acceptance of Upon the relevant pay out by Stock Website of Stock Exchanges Equity Shares Exchanges Page 36 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 6 Verification of Within 15 days from payment date NA acceptances 7 Extinguishment of on or before 15th day of the Website of Stock Exchanges security certificates succeeding month but not later than and Company 7 days of expiry of Buyback Period 8 Post Offer Within two working days from Website of SEBI, Stock Advertisement expiry of buyback period Exchanges & Company B. TIMELINES BUYBACK (TENDER METHOD) Sr. Activity Timeline for which activity takes Information where No. place available 1 Public Announcement Within 2 WDs from Board or Website of SEBI, Stock Shareholder's meeting in which Exchanges & Company buyback proposal is approved 2 Dispatch of Final Letter Within 5 WDs from the date of Website of SEBI, Stock of Offer to Shareholders receipt of observation letter from Exchanges & Company SEBI 3 Opening of offer Within 5 WDs from the date of Website of Stock dispatch .The offer shall be kept Exchanges open for 10 WDs 4 Availability of Tender Till the closure of offer Website of SEBI, Stock form Exchanges & Company 5 Availability of material Till the closure of offer Address is given in the documents for inspection letter of offer by Shareholders 6 Modification/cancellation Till the closure of offer NA of orders and multiple bids from a single Eligible Shareholder 7 Closure of offer 10th WDs Website of Stock Exchanges 8 Acceptance and Within 7 WDs NA Settlement of shares 9 Extinguishment of Within 15 days from Acceptance Website of Stock security certificates date but not later than 7 days of Exchanges expiry of Buyback Period RIGHTS OF INVESTORS 1. In case of any grievances relating to the Buyback (including non - receipt of the Buyback consideration, share certificate, demat credit, etc.), the Eligible Shareholders can approach either of the Compliance Officer, Manager to the Buyback, Registrar to the Buyback for redressal thereof. 2. Shareholders have rights to inspect the material documents as listed out in the letter of offer during the tendering period. Page 37 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India DO’s and DON’Ts FOR INVESTORS Dos 1. Ensure to submit Tender Forms on time; Eligible Shareholders who desire to tender their Equity Shares in the dematerialized form under the Buyback would have to do so through their respective Seller Member by indicating to their Seller Member the details of Equity Shares they intend to tender under the Buyback. 2. Ensure the demat account and the PAN belong to the same eligible shareholder; 3. In case shares are held in physical Form, shareholder should ensure that the correct share certificates are attached along with the Tender Form 4. Ensure that the signatures registered with the Company and the signature on the Tender Form are the same. Don’ts 1. The tender form and other relevant documents should not be sent to the company or to the manager to the buyback. 2. It is not mandatory for eligible shareholders holding and tendering equity shares in demat form to submit the tender form and the Transaction Registration Slip (TRS) given by the Broker on bidding of offer 3. The Equity Shares tendered by Shareholders holding Demat Shares or Physical Shares would be liable to be rejected if the grounds mentioned in Offer Document are not complied with. INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com) • Merchant Banker (for email ID refer to Offer Registrar to Issue/Offer Documents) (for email ID refer to Offer Scores (https:/scores.gov.in) Document) • Scores (https:/scores.gov.in) Page 38 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India TIMELINES FOR RESOLUTION OF SHAREHOLDER GRIEVANCES IN BUYBACK Sr. No Activity No. of calendar days 1 Shareholder grievance received by the manager to the offer T 2 Manager to the offer to identify the concerned intermediary and it T+1 shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself 3 The concerned intermediary/ies to respond to the manager to the X offer with an acceptable reply 4 Shareholder may escalate the pending grievance, if any, to the T+21 functional head / head of department of manager to the offer 5 Manager to the offer, the concerned intermediary/ies and the Between T and X Shareholder shall exchange between themselves additional information related to the grievance, wherever required 6 Manager to the offer to respond to the Shareholder with the reply X+3 7 Best efforts will be undertaken by manager to the offer to respond to the grievance within T+30 Nature of shareholder grievance for which the aforesaid timeline is applicable 1. Delay in receipt of consideration upon acceptance of shares 2. Any other grievance as may be informed from time to time Mode of receipt of shareholder grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter from the shareholder addressed to the manager to the offer at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 2. E-mail from the shareholder addressed to the manager to the offer at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 3. On SEBI Complaints Redress System (SCORES) platform. Nature of enquiries for which the Manager to the offer shall endeavour to resolve such enquiries/ queries promptly during the offer period. 1. Availability of Form of acceptance cum acknowledgement 2. Availability of offer document 3. Process for tendering of shares in the offer 4. Date of offer opening/ closing/ acceptance and settlement of shares 5. Any other query of similar nature Page 39 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India RESPONSIBILITIES OF INVESTORS 1. Shareholders should keep abreast of corporate announcement made for corporate action like takeover, buyback, dividend, bonus, splits etc. 2. For buyback through: a. open market method, shareholders can refer public announcement to understand the no. of shares, quantum, objective of buyback and maximum buyback price; and b. tender method, shareholders can refer public announcement and letter of offer to understand no. of shares, quantum, objective of buyback, entitlement ratio and buyback price; 3. Documents related to buyback are made available on the websites of Company, SEBI, Stock Exchange(s) and Investors should read the details carefully 4. Shareholders should read letter of offer and public announcement carefully and fully before tendering their shares including its taxation effects 5. Shareholders should ensure that their demat account is active. Page 40 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India INVESTOR CHARTER- DELISTING OF EQUITY SHARES VISION STATEMENT: To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT: 1. Act in investors’ best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as Managers to the Offer of Delisting of Equity Shares. SERVICES PROVIDED FOR INVESTORS 1. Public Announcement is given in English, Hindi and Regional Newspapers; 2. Letter of offer is dispatched through speed post/registered post/courier or email etc. 3. Background of Acquirer/PAC, object of the delisting, floor price, status of frequently or infrequently traded, high low prices for the last 3 years and 6 months preceding the month of Public Announcement disclosed to help shareholders make informed decision; 4. Merchant banker and the Registrar to the resolve any query in relation to non-receipt of letter of offer, tender form, process of tendering of shares for shares held in demat form vis-a-vis shares held in physical form etc. 5. Detailed process for tendering of shares and procedure for acceptance and settlement of shares is disclosed in the letter of offer; 6. Facility to check the status of shares tendered on real time basis during the tendering period on the website of stock exchange; 7. Facility for Physical Shareholders to participate in the delisting process by submitting documents disclosed in the letter of offer; 8. All eligible shareholders may place orders in the Acquisition Window provided by stock exchange, through their respective stock brokers; 9. Post closure of delisting, offer closing advertisement given in the same newspapers wherein facts of the offer whether success or failure, discovered price, date of acceptance and settlement are disclosed. TIMELINES - DELISTING Sr. Timeline for which Information where Activity No. activity takes place available 1 Shareholder’s Approval Within 45 days from Website of Stock obtaining approval of Exchanges & Company Board of Directors 2 Detailed Public Within 1 WD of receipt Website of Stock Announcement of In-Principle Approval Exchanges & Company 3 Dispatch of Letter of Offer Within 2 WDs of Public Website of Stock Announcement Exchanges & Company Page 41 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 4 Offer Opening Within 7 WDs from NA detailed public announcement 5 Availability of letter of offer Till issue closure date Website of Stock and Form of Acceptance Exchanges & Company 6 Availability of material Till issue closure date Address given in Letter of documents for inspection by Offer Shareholders 7 Closing of the Delisting On 5th WDs Stock Exchanges website offer 8 Acceptance and Settlement Within 5 WDs from post Stock Exchanges website of Shares offer public announcement or through secondary market settlement mechanism as the case may be 9 Date of post offer Within 2 WDs of closure Website of Stock advertisement of bidding period Exchanges & Company 10 Dispatch of Exit letter to After delisting order of Website of Company residual shareholders stock exchange and remains valid for 1 year RIGHTS OF INVESTORS 1. All the Public Shareholders registered or unregistered, who own fully paid equity shares of the Company any time before the closure of the Open Offer are eligible to participate in the Open Offer. 2. Rights to inspect the material documents as listed out in the letter of offer during the tendering period. 3. Shareholders can obtain letter of offer along with tender forms from the Registrar to the offer or Manager to the offer and can also download from the website of the Stock Exchanges. DO’s and DON’Ts FOR INVESTORS Dos 1. Ensure completed Tender Forms are submitted within the period stipulated in the Letter of Offer; 2. Ensure the demat account and the PAN belong to the same eligible shareholder; 3. In case shares are held in physical Form, shareholder should ensure that the correct share certificates are attached along with the Tender Form 4. Ensure that the signatures registered with the Company and the signature on the Tender Form are the same. 5. In case any person has submitted Equity Shares in physical form for dematerialisation, such Eligible Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they can participate in the Offer before Offer Closing Date. Page 42 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India Don’ts 1. Offer by Shareholders will be rejected if the terms and process mentioned in the Letter of Offer are not followed 2. Shareholders who are holding Physical Shares as on the Record Date should not submit incomplete Tender Form and other documents for placing their bid in demat form; 3. There should be no name mismatch in the demat account of the Eligible Shareholder and PAN; or 4. There should not be any restraint order of a Court/any other competent authority for transfer/disposal/ sale 5. The title to the Equity Shares should not be under dispute and there should not be any restraint. INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com) • Merchant Banker Registrar to Offer (for email ID refer to Offer (for email ID refer to Offer Documents) Document)  Scores (https:/scores.gov.in) • Scores (https:/scores.gov.in) Page 43 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India TIMELINES FOR RESOLUTION OF SHAREHOLDER GRIEVANCES IN DELISTING Sr. No Activity No. of calendar days 1 Shareholder grievance received by the manager to the offer T 2 Manager to the offer to identify the concerned intermediary and it T+1 shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself 3 The concerned intermediary/ies to respond to the manager to the X offer with an acceptable reply 4 Shareholder may escalate the pending grievance, if any, to the T+21 functional head / head of department of manager to the offer 5 Manager to the offer, the concerned intermediary/ies and the Between T and X Shareholder shall exchange between themselves additional information related to the grievance, wherever required 6 Manager to the offer to respond to the Shareholder with the reply Upto X+3 7 Best efforts will be undertaken by manager to the offer to respond to the grievance within T+30 Nature of shareholder grievance for which the aforesaid timeline is applicable 1. Delay in receipt of consideration upon acceptance of shares 2. Any other grievance as may be informed from time to time Mode of receipt of shareholder grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter from the shareholder addressed to the manager to the offer at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 2. E-mail from the shareholder addressed to the manager to the offer at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 3. On SEBI Complaints Redress System (SCORES) platform. Nature of enquiries for which the Manager to the offer shall endeavour to resolve such enquiries/ queries promptly during the offer period. 1. Availability of Form of acceptance cum acknowledgement 2. Availability of offer document 3. Process for tendering of shares in the offer 4. Date of offer opening/ closing/ acceptance and settlement of shares 5. Any other query of similar nature Page 44 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India RESPONSIBILITIES OF INVESTORS 1. Shareholders should keep abreast of corporate announcement for takeover, buyback, dividend, bonus, splits etc. 2. Shareholders should read public announcement and letter of offer carefully including taxation related issues; 3. Shareholders should ensure that their demat account is active. 4. Shareholders should ensure that the bank account registered with their DP is active for receiving the payment against tendered shares on time. Page 45 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India INVESTOR CHARTER- SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS VISION STATEMENT: To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT: 1. Act in investors’ best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as Managers to Offer of Takeover of existing listed Company by an acquirer SERVICES PROVIDED FOR INVESTORS 1. Letter of offer is dispatched through speed post/registered post/courier or email etc. 2. Detailed Public Statement, Offer Opening Advertisement, Independent Director’s recommendation is published in the English, Hindi and Regional newspapers; 3. Background of Acquirer/PAC, object of the offer, offer price, status of frequently or infrequently traded, underlying transaction triggering open offer disclosed in the Offer Documents to enable shareholders take informed decision; 4. Merchant banker and the Registrar to the offer to help resolve any query in relation to non-receipt of letter of offer, tender form, process of tendering of shares for shares held in demat form viz-a-viz shares held in demat form etc. 5. Detailed process for tendering of shares and procedure for acceptance and settlement of shares is disclosed in the letter of offer; 6. Recommendation of independent directors of the target company published in the newspapers to enable shareholders make an informed decision; 7. Facility for Physical Shareholders to participate in the takeover process by submitting documents disclosed in the letter of offer; 8. All eligible shareholders may place orders in the Acquisition Window provided by stock exchange, through their respective stock brokers; 9. Offer closing advertisement is published in the newspapers. TIMELINES - TAKEOVER Sr. Timeline for which activity Information where Activity No. takes place available 1 Filing of Public 0 Website of SEBI, Stock Announcement Exchanges 2 Filing of Detailed Public Within 5 WDs of filing PA Website of SEBI, Stock Statement with SEBI, Stock Exchange Exchanges and Target Company 3 Dispatch of Letter of Within 7 working days of Website of SEBI, Stock Offer receipt of observation letter Exchanges from SEBI Page 46 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India 4 Publication of 2 WDs prior to Website of SEBI, Stock Independent Director's commencement of tendering Exchanges recommendation period 5 Offer Opening Ad 1 WDs prior to Website of SEBI, Stock commencement of tendering Exchanges period 6 Offer Opens not later than 12 WDs from Website of Stock the date of receipt of Exchanges observation letter from SEBI 7 Availability of letter of Till offer closure date Website of SEBI, Stock offer and Form of Exchanges Acceptance 8 Availability of material Till offer closure date Address given in Letter documents for inspection of Offer by Shareholders 9 Closure of offer Within 10 WDs of opening Stock Exchanges website 10 Acceptance and Within 10 WDs of closure Stock Exchanges website Settlement of shares 12 Date of post offer Within 5 WDs of payment to Website of SEBI, Stock advertisement shareholders Exchanges RIGHTS OF INVESTORS 1. All the Public Shareholders, who own fully paid equity shares of the Target Company any time before the closure of the Open Offer are eligible to participate in the Open Offer. 2. Shareholders have rights to inspect the material documents as listed out in the letter of offer during the tendering period. 3. Shareholders can obtain letter of offer along with tender forms from the Registrar to the offer or Manager to the offer and can also download from the website of the Stock Exchanges. DO’s and DON’Ts FOR INVESTORS Dos 1. Ensure to submit tender forms on time; 2. Ensure the demat account and the PAN belong to the same eligible shareholder; 3. Physical shareholder should ensure that the correct share certificates are attached along with the Tender Form 4. Ensure that the signatures registered with the Company and the signature on the Tender Form are the same. 5. In case any person has submitted Equity Shares in physical form for dematerialisation, such Eligible Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they can participate in the Offer before Offer Closing Date. Page 47 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India Don’ts 1. Offer from shareholders will be rejected if the terms or the process mentioned in the Letter Of Offer is not followed 2. Shareholders who are holding Physical Shares as on the Record Date should not submit incomplete Tender Form and other documents for placing their bid in demat form; 3. There should be no name mismatch in the demat account of the Eligible Shareholder and PAN; or 4. There should not be any restraint order of a Court/any other competent authority for transfer/disposal/ sale 5. The title to the Equity Shares should not be under dispute and there should not be any restraint. INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com) • Merchant Banker Registrar to Offer (for email ID refer to Offer (for email ID refer to Offer Documents) Document)  Scores (https:/scores.gov.in) • Scores (https:/scores.gov.in) Page 48 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India TIMELINES FOR RESOLUTION OF SHAREHOLDER GRIEVANCES IN TAKEOVER Sr. No Activity No. of calendar days 1 Shareholder grievance received by the manager to the offer T 2 Manager to the offer to identify the concerned intermediary and it T+1 shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself. 3 The concerned intermediary/ies to respond to the manager to the X offer with an acceptable reply 4 Shareholder may escalate the pending grievance, if any, to the T+21 functional head / head of department of manager to the offer 5 Manager to the offer, the concerned intermediary/ies and the Between T and X Shareholder shall exchange between themselves additional information related to the grievance, wherever required 6 Manager to the offer to respond to the Shareholder with the reply Upto X+3 7 Best efforts will be undertaken by manager to the offer to respond to the grievance within T+30 Nature of shareholder grievance for which the aforesaid timeline is applicable 1. Delay in receipt of consideration upon acceptance of shares 2. Any other grievance as may be informed from time to time Mode of receipt of shareholder grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter from the shareholder addressed to the manager to the offer at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 2. E-mail from the shareholder addressed to the manager to the offer at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 3. On SEBI Complaints Redress System (SCORES) platform. Nature of enquiries for which the Manager to the offer shall endeavour to resolve such enquiries/ queries promptly during the offer period. 1. Availability of Form of acceptance cum acknowledgement 2. Availability of offer document 3. Process for tendering of shares in the offer 4. Date of offer opening/ closing/ acceptance and settlement of shares 5. Any other query of similar nature Page 49 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India RESPONSIBILITIES OF INVESTORS 1. Shareholders should read letter of offer including the Risk factors mentioned therein. 2. Shareholders can refer to the corporate announcement made by the Target Company for corporate actions. 3. Shareholders are also expected to understand tax implications arising out of proposed offer. 4. Shareholders should ensure that their demat account is active and up to date so as to tender the shares in the hassle-free manner. 5. Shareholders should ensure that the bank account registered with their Depository Participant is active for receiving the payment against tendered shares on time. Page 50 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India ANNEXURE-‘B’ Format for Investors Complaints Data to be displayed by Registered Merchant Bankers on their respective websites (For each category, separately as well as collectively) Data for every month ending - SN Received Pending Received Resolved Total Pending Average from as at the during during the Pending complaints Resolution end of the particular during > 1 month time^\ last particular month* the (in days) month month particular month # 1 Directly from Investors 2 SEBI (SCORES) 3 Stock Exchanges (if relevant) 4 Other Sources (if any) 5 Grand Total Trend of monthly disposal of complaints (For 5 months on rolling basis)- SN Month Carried forward Received Resolved Pending from previous during the during the at the end month particular particular of the month month * particular month # 1 January, 2022 2 February, 2022 3 March, 2022 4 April, 2022 5 May, 2022 Grand Total ^ Average Resolution time is the sum total of time taken to resolve each complaint in days, in the current month divided by total number of complaints resolved in the current month. * Inclusive of complaints of previous months resolved in the current month. #Inclusive of complaints pending as on the last day of the month. Page 51 of 52भारतीयप्रततभूततऔरवितिमयबोर्ड Securities and Exchange Board of India Trend of annual (Calendar year) disposal of complaints (For 5 years on rolling basis)- SN Year Carried forward from Received Resolved Pending previous year during during the at the end the particular of the particular year particular year year 1 2021 2 2022 3 2023 4 2024 5 2025 Grand Total Page 52 of 52