Stock market data for equity shares of the issuer, if listed. - Particulars of:

(1)

high, low and average market prices of the equity shares of the issuer during the preceding three years;

(2)

monthly high and low prices for the six months preceding the date of filing the draft offer document with the Board which shall be updated till the time of [filing] [Substituted 'registering' by Notification No. SEBI/LAD-NRO/GN/2020/1, dated 1.1.2020 (w.e.f. 11.9.2018).] the offer document with the Registrar of Companies;

(3)

number of shares traded on the days when high and low prices were recorded in the relevant stock exchange(s) during the said period of (a) and (b) above and indicating the total number of days of trading during the preceding six months and the average volume of equity shares traded during that period and a statement if the equity shares were not actively traded;

(4)

stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the relevant stock exchange recognises the change in the capital structure (e.g. when the shares have become ex-rights or ex-bonus);

(5)

market price of equity shares immediately after the date on which the resolution of the board of directors approving the issue;

(6)

volume of securities traded in each month during the six months preceding the date on which the offer document is [filed] [Substituted 'registered' by Notification No. SEBI/LAD-NRO/GN/2020/1, dated 1.1.2020 (w.e.f. 11.9.2018).] with the Registrar of Companies; and

(7)

volume of shares traded along with high, low and average prices of shares of the issuer shall also be stated for respective periods.

Explanation. - If the equity shares of the issuer are listed on more than one stock exchange, the above information shall be provided for each stock exchange separately. Average market prices in point (1) above should be calculated on closing price on the stock exchange.

(T) Mechanism evolved for redressal of investor grievances:

(1)

arrangements or mechanism evolved by the issuer for redressal of investor grievances including through SEBI Complaints Redress System (SCORES).

(2)

number of investor complaints received during the preceding three years and the number of complaints disposed off during that period.

(3)

number of investor complaints pending on the date of filing the draft offer document.

(4)

number of investor complaints pending on the date of filing the draft offer document in respect of the five largest (in terms of market capitalization) listed group companies.

(5)

time normally taken by the issuer for disposal of various types of investor grievances.

(6)

Disclosures prescribed under sub-clauses (2) to (5) shall also be made in regard to the listed subsidiaries.

(15)

Offering Information. - (A) Terms of the Issue:

(a) Statement that the shares issued in the issue shall be pari passu with the existing shares in all respects including dividends. [In case of companies having SR equity shares, a statement that the shares issued in the issue shall be pari passu with the existing shares (excluding SR equity shares) in all respects including dividends.] [Inserted by Notification No. SEBI/LAD-NRO/GN/2019/29, dated 29.7.2019.]

(b) Statement that in the case of offer for sale, the dividend for the entire year shall be payable to the transferees.

(c) Face value and issue price/ floor price/ price band.

(d) Rights of the instrument holders. [In case of an issuer having SR equity shares, the special rights of such SR shareholders shall be disclosed alongwith the circumstances in which the SR equity shares shall be treated as ordinary equity shares.] [Inserted by Notification No. SEBI/LAD-NRO/GN/2019/29, dated 29.7.2019.]

(e) Market lot.

(f) Nomination facility to investor.

(g) Period of subscription list of the public issue.

(h) Statement that "if, as prescribed, minimum subscription in the issue shall be 90% of the fresh issue portion " the issuer does not receive the minimum subscription of ninety per cent. of the offer through offer document (except in case of an offer for sale of specified securities) on the date of closure of the issue, or if the subscription level falls below ninety per cent. after the closure of issue on account of cheques having being returned unpaid (in case of rights issues) or withdrawal of applications, or after technical rejections, or if the listing or trading permission is not obtained from the stock exchanges for the securities so offered under the offer document, the issuer shall forthwith refund the entire subscription amount received. If there is a delay beyond fifteen days after the issuer becomes liable to pay the amount, the issuer and every director of the issuer who are officers in default, shall pay interest at the rate of fifteen per cent. per annum."

(i) For Composite Issues. - Statement that the requirement of 'minimum subscription' is satisfied both jointly and severally, i.e., independently for both rights and public issues, and that if the issuer does not receive the minimum subscription in either of the issues, the issuer shall refund the entire subscription received.

(j) Arrangements for Disposal of Odd Lots. - (a) Any arrangements made by the issuer for providing liquidity for and consolidation of the shares held in odd lots, particularly when such odd lots arise on account of issues by way of rights, bonus, conversion of debentures or warrants, etc., shall be intimated to the shareholders or investors.

(b) The issuer is free to make arrangements for providing liquidity in respect of odd lot shares through any investment or finance company, broking firms or through any other agency and the particulars of such arrangement, if any, may be disclosed in the offer document related to the concerned issue of capital.

(c) The lead merchant banker shall ascertain whether the issuer coming for fresh issue of capital proposes to set up trusts in order to provide service to the investors in the matter of disposal of odd lot shares of the issuer held by them and if so, disclosures relating to setting up and operation of the trust shall be contained in the offer document.

(d) Whenever any issue results in issue of shares in odd lots, the issuer, shall as far as possible issue certificates in the denomination of 1-2-5-10-20-50 shares.

(k) Restrictions, if any, on transfer and transmission of shares or debentures and on their consolidation or splitting.

(l) New Financial Instruments. - Terms and conditions including redemption, security, conversion and any other relevant features of any new financial instruments such as deep discount bonds, debentures with warrants, secured premium notes etc.

(m) Allotment only in Dematerialised Form. - A statement to the effect that specified securities shall be allotted only in dematerialised form, subject to the availability of the option to receive physical certificates of specified securities in a rights issue for a period of six months from the date of coming into force of these regulations.

(2)

Issue of securities in dematerialised form:

(a) In case of a public issue or rights issue (subject to sub-regulation (1) of regulation 91, the specified securities issued shall be issued only in dematerialized form in compliance with the Companies Act, 2013. A statement that furnishing the details of depository account is mandatory and applications without depository account shall be treated as incomplete and rejected. Investors will not have the option of getting the allotment of specified securities in physical form. However, they may get the specified securities rematerialised subsequent to allotment.

(b) Statement that the specified securities, on allotment, shall be traded on stock exchanges in demat mode only.

(c) Statement that single bid from any investor shall not exceed the investment limit/maximum number of specified securities that can be held by such investor under the relevant regulations/statutory guidelines.

(d) Statement that the correct procedure for applications by Hindu Undivided Families and the fact that applications by Hindu Undivided Families would be treated as on par with applications by individuals;

(e) Applications by mutual funds:

(f) Applications by non-resident Indians:

(g) Application by ASBA investors. - (i) Details of Application Supported by Blocked Amount process including specific instructions for submitting Application Supported by Blocked Amount.

(3)

Escrow mechanism for anchor investors: Escrow account of the issuer.

(4)

Terms of payment and payment into the escrow collection account by anchor investors.

(5)

Electronic registration of bids.

(6)

Build-up of the book and revision of bids. In this regard, it may be specifically disclosed that qualified institutional buyers and non-institutional investors can neither lower or withdraw their bids at any stage and retail individual investors can withdraw or revise their bids till issue closure date

(7)

Price discovery and allocation.

(8)

Signing of underwriting agreement.

(9)

Filing of the offer document.

(10)

Announcement of pre-issue advertisement.

(11)

Issuance of Confirmation of Allocation Note ("CAN") and allotment in the Issue.

(12)

Designated date.

(13)

General instructions:

(a) Do's and don'ts.

(b) Instructions for completing the bid form.

(c) Bidders' bank account details.

(d) Bids by non-resident Indians or foreign portfolio investors, foreign venture capital investors on repatriation basis

(14)

Payment instructions:

(a) Payment into escrow account of the issuer.

(b) Payment instructions for Application Supported by Blocked Amount.

(15)

Submission of bid form.

(16)

Other instructions:

(a) Joint bids in the case of individuals.

(b) Multiple bids.

(c) Instructions to the applicants to mention the Permanent Account Number of the sole / first holder in the application form, irrespective of the amount for which application or bid is made, along with the instruction that applications without Permanent Account Number would be rejected except where the requirement to hold a permanent account number has been specifically exempt under applicable law.

(d) Instances when an application would be rejected on technical grounds

(e) Equity shares in demat form with the depositories.

(f) Investor's attention shall also be invited to contact the compliance officer in case of any pre-issue or post-issue related problems regarding share certificates/demat credit/refund orders/ unblocking etc.

(17)

Disposal of applications.

(18)

Provisions of the Companies Act, 2013, as applicable, relating to punishment for fictitious applications, including to any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities, or

(b) makes or abets making of multiple applications to a company in different names or in different combinations of his/her name or surname for acquiring or subscribing for its securities, shall be punishable with fine and/or imprisonment for such amount and/or term as may be prescribed under section 447 of the Companies Act 2013.

(19)

Interest on refund of excess bid amount, in case of anchor investors.

(20)

Names of entities responsible for finalising the basis of allotment in a fair and proper manner.

(21)

Procedure and time of schedule for allotment and issue of certificates (for rights issues)/demat credit.

(22)

Method of allotment as may be prescribed by the Board from time to time.

(23)

Letters of Allotment or refund orders or instructions to Self Certified Syndicate Banks in Application Supported by Blocked Amount process. The issuer shall ensure that "at par " facility is provided for encashment of refund orders for applications other than Application Supported by Blocked Amount process.

(24)

Mode of making refunds:

(a) The mode in which the issuer shall refund the application money to applicants in case of an oversubscription or failure to list.

(b) If the issuer proposes to use more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted.

(c) The permissible modes of making refunds and unblocking of funds are as follows:

(25)

Payment of Interest in case of delay in despatch of allotment letters or refund orders/instruction to self-certified syndicate banks by the registrar in the case of public issues:

(a) in case of a fixed price issue, a statement that the issuer shall allot securities offered to the public shall be made within the period prescribed by the Board. The issuer shall also pay interest at the rate of fifteen per cent. per annum if the allotment letters or refund orders have not been despatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within eight days from the date of the closure of the issue. However applications received after the closure of issue in fulfilment of underwriting obligations to meet the minimum subscription requirement, shall not be entitled for the said interest.

(b) In case of a book-built issue, a statement that the issuer shall allot securities offered to the public within the period prescribed by the Board. The issuer further agrees that it shall pay interest at the rate of fifteen per cent. per annum if the allotment letters or refund orders/ unblocking instructions have not been despatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within six days from the date of the closure of the issue.

(c) In case of a rights issue, a statement that the issuer shall allot securities offered to the shareholders within fifteen days of the closure of the rights issue. The issuer further agrees that it shall pay interest at the rate of fifteen per cent. per annum if the allotment letters or refund orders/ unblocking instructions have not been despatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within fifteen days from the date of the closure of the issue.

(26)

Undertaking by the issuer. - (a) The following undertaking by the issuer shall be disclosed:

(i) that the complaints received in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily;

(ii) that all steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within the period prescribed by the Board;

(iii) that the issuer shall apply in advance for the listing of equities on the conversion of debentures/ bonds;

(iv) that the funds required for making refunds/unblocking to unsuccessful applicants as per the mode(s) disclosed shall be made available to the registrar to the issue by the issuer;

(v) that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within the specified period of closure of the issue giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund;

(vi) that the promoters' contribution in full, wherever required, shall be brought in advance before the Issue opens for public subscription and the balance, if any, shall be brought on a pro rata basis before the calls are made on public in accordance with applicable provisions in these regulations;

(vii) that no further issue of securities shall be made till the securities offered through the offer document are listed or till the application monies are refunded on account of non-listing, under subscription, etc., other than as disclosed in accordance with Regulation 19;

(viii) that adequate arrangements shall be made to collect all Applications Supported by Blocked Amount and to consider them similar to non- ASBA applications while finalizing the basis of allotment;

(b) In case of an issue of convertible debt instruments, the issuer shall also give the following additional undertakings:

(i) it shall forward the details of utilisation of the funds raised through the convertible debt instruments duly certified by the statutory auditors of the issuer, to the debenture trustees at the end of each half-year.

(ii) it shall disclose the complete name and address of the debenture trustee in the annual report.

(iii) it shall provide a compliance certificate to the convertible debt instrument holders (on yearly basis) in respect of compliance with the terms and conditions of issue of convertible debt instruments, duly certified by the debenture trustee.

(iv) it shall furnish a confirmation certificate that the security created by the issuer in favour of the convertible debt instrument holders is properly maintained and is adequate to meet the payment obligations towards the convertible debt instrument holders in the event of default.

(v) it shall extend necessary cooperation to the credit rating agency/agencies for providing true and adequate information till the debt obligations in respect of the instrument are outstanding.

(c) A statement that the issuer reserves the right not to proceed with the issue after the bidding and if so, the reason thereof as a public notice within two days of the closure of the issue. The public notice shall be issued in the same newspapers where the pre-issue advertisement had appeared. The stock exchanges where the specified securities were proposed to be listed shall also be informed promptly.

(d) a statement that if the issuer withdraws the issue at any stage including after closure of bidding, the issuer shall be required to file a fresh draft offer document with the Board.

(27)

Utilisation of Issue Proceeds. - (a) A statement by the board of directors of the issuer to the effect that:

(i) all monies received out of issue of specified securities to the public shall be transferred to a separate bank account other than the bank account referred to in the Companies Act, 2013;

(ii) details of all monies utilised out of the issue referred to in sub-item(i) shall be disclosed and continue to be disclosed till the time any part of the issue proceeds remains unutilised under an appropriate separate head in the balance sheet of the issuer indicating the purpose for which such monies had been utilised; and

(iii) details of all unutilised monies out of the issue of specified securities referred to in sub-item (i) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the form in which such unutilised monies have been invested.

(b) For an issue other than an offer for sale or a public issue made by any scheduled commercial bank or a public financial institution, a statement of the board of directors of the issuer to the effect that:

(i) the utilisation of monies received under promoters' contribution and from reservations shall be disclosed and continue to be disclosed under an appropriate head in the balance sheet of the issuer, till the time any part of the issue proceeds remains unutilised, indicating the purpose for which such monies have been utilised;

(ii) the details of all unutilised monies out of the funds received under promoters' contribution and from reservations shall be disclosed under a separate head in the balance sheet of the issuer, indicating the form in which such unutilised monies have been invested.

(28)

Restrictions on foreign ownership of Indian securities, if any. - (a) Investment by non-resident Indians.

(b) Investment by foreign portfolio investors.

(c) Investment by other non-residents.

(16)

Any other material disclosures, as deemed necessary.

(17)

In case of a fast track issue, the disclosures specified in this Part, which have been indicated in Part B, need not be made.

(18)

Other Information. - List of material contracts and inspection of documents for inspection:

(1)

Material contracts.

(2)

Material Documents

(3)

Time and place at which the contracts, together with documents, will be available for inspection from the date of the offer document until the date of closing of the subscription list.

(4)

IPO grading reports for each of the grades obtained

(5)

The draft offer document/ draft letter of offer and offer document shall be approved by the Board of Directors of the issuer and shall be signed by all directors including the Managing Director within the meaning of the Companies Act, 2013 or Manager, within the meaning of the Companies Act, 2013 and the Chief Financial Officer or any other person heading the finance function and discharging that function. The signatories shall further certify that all disclosures are true and correct.

Declaration by the Issuer. - We hereby declare that all relevant provisions of the the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in the Red Herring Prospectus is contrary to the provisions of the the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements are true and correct.