Master Circular for Merchant Bankers

MASTER CIRCULAR
HO/49/14/15(3)2026-CFD-POD1/I/16178/2026 Issued on: September 26, 2023 Last updated on: July 14, 2026 To All Registered Merchant Bankers Dear Sir / Madam, Subject: Master Circular for Merchant Bankers Registered with SEBI

For effective regulation of Merchant Bankers, the Securities and Exchange Board of India
has been issuing various Circulars from time to time under the relevant provisions of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 (hereinafter referred to as “MB Regulations”)
In order to enable Merchant Bankers and other market stakeholders to have access to all
applicable Circulars in the subject matter at one place, this Master Circular is issued. This Master Circular has been updated to reconcile with the MB Regulations as amended vide notification dated December 5, 2025 which has come into effect from January 3, 2026 and to incorporate the provisions of the Circulars dated May 02, 2017, January 02, 2026 & June 11, 2026 and bearing reference numbers SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38, HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 & HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 on the subjects ‘Online Registration Mechanism for Securities Market Intermediaries’, ‘Specification of the consequential requirements with respect to Amendment of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992’ & ‘Extension of timelines for compliance with certain provisions of Circular dated January 02, 2026’ respectively.
With the issuance of this Master Circular, all directions/instructions contained in the circulars
listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to the Merchant Bankers.
Notwithstanding such rescission, -
(a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; and (b) any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it, shall be deemed to have been made under the corresponding provisions of this Master Circular, and (c) the previous operation of the rescinded circulars or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force.
This Master 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 interests of investors in securities and to promote the development of, and to regulate, the securities market. (“SEBI Act”).
This Master Circular is available on the website of SEBI at www.sebi.gov.in in the path “Legal

Master Circulars’.
Yours sincerely,
Vimal Bhatter
Deputy General Manager
Policy and Development
Corporation Finance Department
Phone + 91-022-40459386
Email: vimalb@sebi.gov.in

Table of Contents
List of Abbreviations .....................................................................................................5
CHAPTER I –REGISTRATION RELATED MATTERS ...................................................6

Online Registration Mechanism for Merchant Bankers .................................. 6
[*] 1 Deployment of Funds ............................................................................ 6
Conditions for granting registration to applicants notwithstanding that a connected
persons has been previously granted registration .................................................. 7
Designated e-mail ID for redressal of investor complaints and regulatory communication
with SEBI ................................................................................................................... 8
Prior approval for change in control ............................................................... 9
Transfer of business by SEBI registered intermediaries to other legal entity12
26A. Conditions for compliance with revised capital adequacy and new liquid net worth requirements as well as timelines to re-categorize as Category I or Category II for Merchant
Bankers ................................................................................................................. 13
26B. Definition of liquid net worth......................................................................... 15
26C. Compliance with Conditions for requisite certification.................................. 16
26D. Requirement of compliance officer to be independent from other employee17
26E. Requirement of principal officer with relevant experience............................ 17
CHAPTER II - GENERAL OBLIGATIONS AND RESPONSIBILITIES.........................19
Regulatory Compliance and Periodic Reporting .......................................... 19
Disclosure of Track Record of the public issues managed by Merchant Bankers 20
Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their
Websites................................................................................................................ 20
Advisory for Financial Sector Organizations regarding Software as a Service (SaaS)
based solutions.......................................................................................................... 21
2
(10A) .................... Conditions for compliance in respect of underwriting obligations 22 2 (10B) ..Compliance with requirement of minimum revenue from permitted activities 22 2 (10C)Disclosure to be made by Merchant Banker where it is only involved in the
marketing of an issue................................................................................................. 23
2
(10D)Conditions to be complied with by Merchant Bankers for carrying out activities other than
permitted activities ................................................................................................. 23

1 Omitted part of the section 2 “type of activities and” pursuant to the insertion of Regulation 13A in SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026. The activities that may be undertaken by Merchant Bankers are specified under the said Regulation. 2 Inserted pursuant to the issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026

CHAPTER III – OTHER GUIDELINES..........................................................................26
11. Processing of Investor Complaints in SEBI Complaints Redress System (SCORES) 26
12. Prevention of circulation of unauthenticated news by SEBI Registered Market
Intermediaries through various modes of communication...................................... 26
212A. Merchant Banker not to outsource its core merchant banking activities ...... 27
13. Guidelines on Outsourcing of Activities by Merchant Bankers..................... 27
14. General Guidelines for dealing with conflicts of interest of merchant bankers and their
associated persons in Securities Market ............................................................... 28
ANNEXURE I......................................................................................................... 30
ANNEXURE II........................................................................................................ 31
ANNEXURE III....................................................................................................... 33
ANNEXURE IV ...................................................................................................... 42
ANNEXURE V ....................................................................................................... 48
ANNEXURE VI ...................................................................................................... 93
ANNEXURE VII ..................................................................................................... 95
ANNEXURE VIII .................................................................................................... 97
ANNEXURE IX ...................................................................................................... 98
Appendix ....................................................................................................................104

List of Abbreviations
ADR American Depository Receipts
AoA Articles of Association
ASBA Application Supported by Blocked Amount
ATR Action Taken Report
BTI Bankers to Issue
CERT-in Indian Computer Emergency Response Team CFD Corporation Finance Department CRA Credit Rating Agency DP Depository Participant DRHP Draft Red Herring Prospectus FPO Further Public Offer GDR Global Depository Receipts GRC Governance, Risk & Compliance ICD Inter Corporate Deposits ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 IFSC International Financial Service Centres IOSCO International Organization of Securities Commissions IPO Initial Public Offer ISIN International Securities Identification Number KYC Know Your Client LODR Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements ) Regulations 2015 LOF Letter of Offer MB Merchant Bankers MB Regulations SEBI (Merchant Bankers) Regulations, 1992 NBFC Non-Banking Financial Company NCLT National Company Law Tribunal NOC No Objection Certificate OFS Offer For Sale PAC Persons Acting in Concert PAN Permanent Account Number QIP Qualified Institutional Placement RBI Reserve Bank of India RII Retail Individual Investor RTA Registrar and Transfer Agents SaaS Software as a Service SAST Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 SBU Separate Business Unit SCSB Self-Certified Syndicate Banks SME Small and Medium sized Enterprises UPI Unified Payments Interface UW Underwriter

CHAPTER I –REGISTRATION RELATED MATTERS

Online Registration Mechanism for Merchant Bankers 3
1.1.The SEBI Intermediary Portal is available at https://siportal.sebi.gov.in for SEBI registered intermediaries including Merchant Bankers to submit registration applications online. SEBI Intermediary Portal includes online application for registration, processing of application, grant of final registration, application for surrender/cancellation, submission of periodical reports, requests for change of name/ address/ other details, etc. The link for SEBI Intermediary Portal is also available on SEBI website – www.sebi.gov.in. 1.2.All applications for registration / surrender / other requests are required to be made through SEBI Intermediary Portal only. The applicants are separately required to submit relevant documents viz. declarations / undertakings required as a part of application forms prescribed in relevant regulations, in physical form, only for records without impacting the online processing of applications for registration. 1.3.In case of any queries and clarifications with regard to the SEBI Intermediary Portal, Merchant Bankers may contact on 022-26449364 or may write at portalhelp@sebi.gov.in.
[*] 4 Deployment of Funds 5

3
SEBI Circular No. SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017 4 Omitted pursuant to the insertion of Regulation 13A in SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026. The activities that may be undertaken by Merchant Bankers are specified under the said Regulation. Prior to omission para 2.1 read as under:
“2. Types of activities and Deployment of Funds:
2.1. With effect from July 01, 1998, a merchant banker shall undertake only those activities which are relating to
securities market and which do not require registration/granted exemption from registration as an NBFC from RBI. It is clarified that, in particular, a merchant banker may undertake the following activities:
2.1.1.Managing of Public Issue of Securities.
2.1.2.Underwriting connected with the aforesaid Public Issue Management Business 2.1.3.Managing/advising on International Offerings of Debt/Equity i.e. GDR, ADR, bonds and other instruments 2.1.4.Private Placement of Securities 2.1.5.Primary or Satellite dealership of Government Securities 2.1.6.Corporate Advisory Services related to the Securities Market such as takeovers, acquisitions, disinvestment etc. 2.1.7.Stock-broking 2.1.8.Advisory services for projects

2.1.[]
4
2.2.Source of Funds: A merchant banker may raise money by way of issue of Secured Debentures/Secured Bonds/ICDs as a source of fund. 2.3.It is clarified that 6 -
2.3.1. A merchant banker can deploy its surplus funds to the extent of its net
worth in securities.
2.3.2. [] 7
2.3.3. A merchant banker is not allowed to borrow funds from the market and
engage in the acquisition and sale of securities.
3. Conditions for granting registration to applicants notwithstanding that a
connected persons has been previously granted registration 8 3.1.With respect to [Regulation 6(i)] 9 of the MB Regulations, it is clarified that SEBI may consider grant of certificate of registration to an applicant, notwithstanding that another entity in the same group has been previously granted registration by the Board, if the following conditions are fulfilled:
3.1.1. The entities are incorporated as separate legal entities.

2.1.9.Syndication of rupee term loans
2.1.10.International Financial Advisory Services” 5 SEBI RMB CIRCULAR NO. 1(98-99) dated June 05, 1998 6 RMB/CIRCULAR NO.4 (98-99) dated March 30, 1999 7 Omitted pursuant to deletion of Regulation 3(2A) of SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026. Prior to omission para 2.1 read as under:
“2.3.2. Subject to the provisions of regulation 3 (2A) of the Merchant Bankers Regulations 1992, a merchant banker can carry on 2.3.2.1.underwriting activities and can acquire securities as a part of underwriting commitment in case of devolvement and dispose it off subsequently. However, such a merchant banker is restricted to engage in the purchase and sale of same securities like an investment company.
2.3.2.2. Portfolio Management activities.”
8 RMB Circular No. 1 (2002-2003) dated September 17, 2002 9 Substituted for “regulation 6(c)” pursuant to insertion of Regulation 6(i) and deletion of Regulation 6(c) of SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026.

3.1.2. The entities have independent Board of Directors. Independent Board of
Directors for this purpose means that common directors should not be in majority in both the Boards.
3.1.3. There is absolute arm’s length relationship with reference to their
operations.
3.1.4. The key personnel and infrastructure are independently available for each
entity.
3.1.5. Each entity has independent regulatory controls and supervisory
mechanism
3.2.It is also clarified that when two entities in the same group are granted registration, any action by way of suspension or cancellation of registration taken by SEBI against one entity, may entail action under regulation 35 of the MB Regulations against other entities of the same group registered in terms of the said Regulations. Explanation: Two entities are considered to be in the same group if:
(i) the same person, by himself or in combination with his relatives, directly or indirectly exercises control over both the entities; or (ii) they are part of the promoter group or group companies; or (iii) where one entity directly or indirectly exercises control over the other entity. [‘Control’ for this purpose means control as defined in regulation 2(1)(e) of the SAST Regulations]
4. Designated e-mail ID for redressal of investor complaints and regulatory
communication with SEBI 10
4.1.Merchant Bankers shall designate e-mail IDs for (i) registration and redressal of investor complaints and (ii) regulatory communication with SEBI and shall inform SEBI through SEBI Intermediary portal 11 .

10 SEBI Circular No. MIRSD/DPS III/Cir-01/07 dated January 22, 2007 and SEBI Circular No. MIRSD/ DPSIII/ Cir-24/ 08 dated July 25, 2008 11 Substituted for “at mb@sebi.gov.in as per the format prescribed at Annexure I” pursuant to the issuance of Circular SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017.

4.2.The aforesaid e-mail IDs shall be exclusively used for the above purposes and shall not be a person-centric e-mail ID.
5. Prior approval for change in control 12
5.1.To streamline the process of obtaining approval for the proposed change in control of Merchant Bankers, the following procedure has been specified:
5.1.1. The intermediary shall make an online application to SEBI for prior
approval through the SEBI Intermediary Portal (‘SI Portal’) (https://siportal.sebi.gov.in).
5.1.2. The online application in SI portal shall be accompanied by the following
information / declaration / undertaking about itself, the acquirer(s) / the person(s) who shall have the control and the directors / partners of the acquirer(s) / the person(s) who shall have the control:
5.1.2.1. Current and proposed shareholding pattern of the intermediary.
5.1.2.2. Whether any application was made in the past to SEBI seeking
registration in any capacity but was not granted? If yes, details thereof.
5.1.2.3. Whether any action has been initiated/taken under Securities
Contracts (Regulation) Act, 1956 (SCRA) / Securities and Exchange Board of India Act, 1992 (SEBI Act) or rules and regulations made thereunder? If yes, the status thereof along with the corrective action taken to avoid such violations in the future. The acquirer(s) / the person(s) who shall have the control shall also confirm that it shall honour all past liabilities / obligations of the applicant, if any.
5.1.2.4. Whether any investor complaint is pending? If yes, steps taken
and confirmation that the acquirer(s) / the person(s) who shall have the control shall resolve the same.

12 SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/141 dated August 10, 2023

5.1.2.5. Details of litigation(s), if any.
5.1.2.6. Confirmation that all the fees due to SEBI have been paid.
5.1.2.7. Declaration cum undertaking of the intermediary and the
acquirer(s) / the person(s) who shall have the control (in a format enclosed at Annexure II), duly stamped and signed by their authorized signatories that:
(i) there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted; (ii) pursuant to grant of prior approval by SEBI, the incumbent shall inform all the existing investors/ clients of the intermediary about the proposed change prior to effecting the same, in order to enable them to take informed decision regarding their continuance or otherwise with the new management; and (iii) the ‘fit and proper person’ criteria as specified in Schedule II of SEBI (Intermediaries) Regulations, 2008 are complied with.
5.1.2.8. In case the incumbent intermediary is a registered stock broker,
clearing member, depository participant, in addition to the above, it shall obtain approval / NOC from all the stock exchanges / clearing corporations / depositories, where the incumbent is a member/depository participant and submit selfattested copy of the same to SEBI.
5.1.3. Subject to other appropriate sectoral regulator’s approval with regard to
change in control, the prior approval granted by SEBI shall be valid for a period of six months from the date of SEBI’s approval within which the applicant shall file application for fresh registration pursuant to change in control. 5.2.To streamline the process of providing approval to the proposed change in control of an intermediary in matters which involve scheme(s) of arrangement

which needs sanction of the National Company Law Tribunal (“NCLT”) in terms of the provisions of the Companies Act, 2013, the following has been decided:
5.2.1. The application for approval of the proposed change in control of the
intermediary shall be filed with SEBI prior to filing the application with NCLT.
5.2.2. Upon being satisfied with compliance of the applicable
regulatory requirements, an in-principle approval will be granted by SEBI;
5.2.3. The validity of such in-principle approval shall be three months from the
date of issuance, within which the relevant application shall be made to NCLT.
5.2.4. Within 15 days from the date of order of NCLT, the intermediary shall
submit an online application in terms of para 5.1 of this circular along with the following documents to SEBI for final approval:
5.2.4.1. Copy of the NCLT Order approving the scheme;
5.2.4.2. Copy of the approved scheme;
5.2.4.3. Statement explaining modifications, if any, in the approved
scheme vis-à-vis the draft scheme and the reasons for the same; and
5.2.4.4. Details of compliance with the conditions/ observations, if any,
mentioned in the in-principle approval provided by SEBI.
5.3.With respect to transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control, the following is clarified:
13
5.3.1. Transfer /transmission of shareholding in case of unlisted Merchant
Bankers: In following scenarios, change in shareholding of the Merchant Bankers will not be construed as change in control:

13 SEBI/HO/MIRSD/DOR/CIR/P/2021/42 dated March 25, 2021

5.3.1.1. Transfer of shareholding among immediate relatives shall not
result into change in control. Immediate relative shall be construed as defined under Regulation 2(l) of the SAST Regulations, which inter-alia includes any spouse of that person, or any parent, brother, sister or child of the person or of the spouse.
5.3.1.2. Transfer of shareholding by way of transmission to immediate
relative or not, shall not result into change in control.
5.3.1.3. Incoming entities/shareholders becoming part of controlling
interest in the Merchant Bankers pursuant to transfer of shares from immediate relative / transmission of shares (immediate relative or not), need to satisfy the fit and proper person criteria stipulated in Schedule II to the Securities and Exchange Board of India (Intermediaries) Regulations, 2008.
6. Transfer of business by SEBI registered intermediaries to other legal entity
14
6.1.In respect of the registration applications pursuant to transfer of business (SEBI regulated business activity) from one legal entity, which is a SEBI registered Intermediary (transferor), to other legal entity (transferee), the following is clarified:
6.1.1. The transferee shall obtain fresh registration from SEBI in the same
capacity before the transfer of business if it is not registered with SEBI in the same capacity. SEBI shall issue new registration number to transferee different from transferor’s registration number in the following scenario: “Business is transferred through regulatory process (pursuant to merger / amalgamation / corporate restructuring by way of order of primary regulator /govt. / NCLT, etc.) or non-regulatory process (as per private agreement /MOU pursuant to commercial dealing / private

14 SEBI/HO/MIRSD/DOR/CIR/P/2021/46 dated March 26, 2021

arrangement) irrespective of transferor continues to exist or ceases to exist after the said transfer. 6.2.In case of change in control pursuant to both regulatory process and nonregulatory process, prior approval and fresh registration shall be obtained. While granting fresh registration to the same legal entity pursuant to change in control, same registration number shall be retained. 6.3.If the transferor ceases to exist, its certificate of registration shall be surrendered. 6.4.In case of complete transfer of business by transferor, it shall surrender its certificate of registration.
6.5. In case of partial transfer of business by transferor, it can continue to hold its
certificate of registration.
6A. Conditions for compliance with revised capital adequacy and new liquid net worth requirements as well as timelines to re-categorize as Category I or Category II for Merchant Bankers 15 6A.1. In terms of clause (d) of regulation 6 of MB Regulations, the revised net worth and liquid net worth as specified in regulations 7 and 7A are applicable as follows:
6A.1.1.In case of applications made on or after January 03, 2026, the applicants shall fulfill the revised capital adequacy requirements under regulation 7 and new liquid net worth requirements under regulation 7(A) as on date of its application. 6A.1.2.Existing Merchant Bankers (MBs) shall comply with the above requirements in phased manner as given at para 6A.2. Those applicants who have filed application before January 03, 2026 and are granted registration subsequently are also considered as existing MBs for the purpose of this circular.

15 Inserted pursuant to the issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026.

6A.2. For existing MBs, the MB Regulations empowers Board to specify the time and manner for its implementation. Accordingly, to ensure smooth adoption of these requirements, it has been decided that revised capital adequacy and new liquid net worth requirements shall apply to existing MBs in a phased manner as under:
Table (I): Phased implementation of capital adequacy and liquid net
worth requirements
Category [Phase (I) - on or before
March 31, 2027]
16
[Phase (II) - on or before
March 31, 2028]
16 capital adequacy being net worth liquid net worth requirement capital adequacy being net worth liquid net worth requirement Category I Rs. 25 cr Rs. 6.25 cr Rs.50 cr Rs.12.5 cr Category II Rs. 7.5 cr Rs. 1.875 cr Rs.10 cr Rs.2.5 cr 6A.3. In terms of amended sub-regulation (4) of regulation 3 of MB Regulations, every existing MB shall categorize itself either as Category I or Category II by complying with net worth and liquid net worth requirements within such time period and in the manner as specified by the Board. Accordingly, it is specified that:
6A.3.1. An existing MB shall continue to work as Category I or Category II till [March 31, 2027] 17 . However, it is required to intimate SEBI through email to mb@sebi.gov.in, on or before [March 31, 2027] 17 17, about the category that an MB intends to continue from [April 01, 2027] 18 . Along with this email, it is required to submit a Chartered Accountant certified Net worth Certificate (including component of liquid net worth) confirming compliance with net worth and liquid net worth requirements.

16 Substituted pursuant to the issuance of Circular HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 dated June 11, 2026. Prior to submission, Column headers read as “Phase (I) - on or before January 02, 2027” & “Phase (II) - on or before January 02, 2028”. 17 Substituted for “January 02, 2027”pursuant to the issuance of Circular HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 dated June 11, 2026. 18 Substituted for “January 03, 2027”pursuant to the issuance of Circular HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 dated June 11, 2026.

6A.3.2. An existing MB who fails to comply with requirements for Category I, by end of Phase (I) or Phase (II), as given under Table I, shall be automatically designated as Category II MB. 6A.3.3. Further, an existing MB who fails to comply with requirements for Category II, by end of Phase (I) or Phase (II), as given under Table I, shall not undertake any fresh permitted activity as specified in subregulation (1) of regulation 13A. 6A.4. The MB shall submit a certificate from Chartered Accountant as part of Half Yearly Report (Annexure III) certifying that the net worth and liquid net worth of the MB have been maintained as specified in MB Regulations, at all times during the corresponding half year period. 6B. Definition of liquid net worth15 15 6B.1. For the purpose of regulation 7A of MB Regulations, “liquid net worth” shall mean net worth deployed in unencumbered liquid assets, with applicable haircut as given in the following table:
Table (II): Applicable haircut for the purpose of liquid net worth
Type of instrument* Applicable haircut
Cash 0%
Bank fixed deposits 0%
Government securities 10%
Units of overnight mutual fund schemes, liquid mutual fund schemes or government securities mutual fund schemes (by whatever name called which invest in government securities) 10% Listed securities of Nifty 500 companies held either as investment or Stock-in-Trade/ Inventories 30% *Value of these instruments to be considered for calculating liquid net worth shall be the value as recorded in the books of accounts, on the date of computation of the net worth.
Table (III): Illustration
Particulars Amount (Rs.)
Listed Shares A Rs. 200
G-Sec B Rs. 100
Total Marketable Securities A+B Rs. 300
Value to be considered for calculating liquid net worth 70% of Listed Shares i.e., 70% of Rs. 200 = Rs. 140 Rs. 230

Table (III): Illustration
Particulars Amount (Rs.)
90% of G Sec i.e., 90% of Rs. 100 = Rs. 90
6C. Compliance with Conditions for requisite certification 15 6C.1. In terms of existing clause (b) of regulation 6 of MB Regulations, an applicant is required to have in its employment, a minimum of two persons who are professionally qualified in finance or law or accountancy or business management from a Government recognized university or institution or who have a recognized degree in finance or law or accountancy or business management from a foreign university or institution. 6C.2. In terms of newly inserted clause (ba) of regulation 6 of MB Regulations, such employees and the compliance officer are required to obtain such certification(s) as may be specified by the Board. 6C.3. It is, accordingly, specified that the employees of an applicant, as specified in clause (b) of Regulation 6, shall possess the certificate for NISM Series-IX:
Merchant Banking Certification Examination at the time of application. For an existing MB, 6C.3.1. an existing employee shall obtain requisite certification within one year from effective date, i.e., on or before January 02, 2027. 6C.3.2. the employees, who are appointed on or after January 3, 2026, shall be required to obtain requisite certification within ninety days from the date of his/ her appointment. 6C.4. Further, the compliance officer of an applicant shall possess certificates for NISM-Series-IX: Merchant Banking Certification Examination and NISM-SeriesIIIA: Securities Intermediaries Compliance (Non-Fund) Certification Examination at the time of application. For an existing MB,

6C.4.1. an existing compliance officer shall obtain requisite certifications within one year i.e., on or before January 02, 2027. 6C.4.2. the compliance officer, who is appointed on or after January 3, 2026, shall be required to obtain requisite certifications within ninety days from the date of his/ her appointment. 6D. Requirement of compliance officer to be independent from other employees 15 6D.1. In terms of newly inserted clause (i) of sub-regulation (2) of regulation 28A of MB Regulations, the compliance officer shall be separate and independent from the principal officer and the employees referred to in clause (b) of regulation 6. 6D.2. The Board has been empowered to specify time and manner of compliance with the provision for existing MBs. It is, accordingly, specified that existing MBs shall comply with the requirement of compliance officer to be separate and independent from principal officer and the employees referred to in clause (b) of regulation 6, within ninety days from the effective date, i.e., on or before April 03, 2026. 6D.3. For any registration granted on or after April 03, 2026, for the application filed before January 03, 2026, this condition shall be applicable from the date of grant of registration. 6E. Requirement of principal officer with relevant experience 15 6E.1. According to substituted definition of principal officer in clause (d) of subregulation (1) of regulation 2 of MB Regulations, “principal officer” means an employee of the merchant banker, who has at least five years of experience in working in the financial markets, and who has been designated as such by the merchant banker, and is responsible for the decisions made by the merchant banker for the management or administration of merchant banking activities and all other operations of the merchant banker. An applicant is required to comply with the said requirement at the time of filing application with SEBI.

6E.2. Board has been empowered to specify time and manner of compliance with the provision for existing MBs. It is accordingly specified that existing MBs shall comply with this requirement within one year from the effective date i.e., on or before January 02, 2027.

CHAPTER II - GENERAL OBLIGATIONS AND RESPONSIBILITIES
7. Regulatory Compliance and Periodic Reporting 19

7.1.The Merchant Bankers are required to submit half-yearly reports to SEBI in electronic form [only through SEBI Intermediary Portal] 20 within three months from the expiry of the half year. The format of the report is specified in Annexure III 21 .

7.2.The Boards of Merchant Bankers shall, review the above half-yearly reports and record its observations on (i) the deficiencies and non-compliances; (ii) corrective measures initiated to avoid such instances in future; (iii) pre-issue and post-issue due diligence process followed and whether they are satisfied; and (iv) track record of past issues managed. 7.3.The compliance officer shall certify the above half-yearly reports and shall submit such reports to SEBI. Such reports shall be submitted in two files– one file in pdf format and the other in excel format. 7.4.[*] 22 7.5.The merchant bankers are also required to report the following change(s) to SEBI through the half-yearly reports: 23

19 SEBI Cir. No. MIRSD/DPS-2/MB/Cir-16/2008 dated May 06, 2008 and SEBI Circular No. CIR/MIRSD/6/2012 dated May 14, 2012 20 Substituted for “only by e-mail” pursuant to the issuance of Circular SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017. 21 Annexure III of this master circular is updated pursuant to Amendments to SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026 and issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/20 dated January 02, 2026. 22 Omitted pursuant to the issuance of Circular SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017. Prior to omission para 7.4 read as under:
“7.4. The pdf/excel files containing the half-yearly report is required to be sent to email ID mb@sebi.gov.in with the subject/title “Half-yearly report submitted by AAA for the half-year ended XXX YYYY” where AAA represents the name of the Merchant Banker, XXX represents the month at the end of the half-year and YYYY represents the year. Also, the attached pdf/excel file containing the half yearly report shall bear the name of the Merchant Banker, the periodicity of the report as well as the month at the end of the half-year and the corresponding year. For example, if a Merchant Banker ABC Limited submits the report for the half year ended September, 2008, the report submitted to mb@sebi.gov.in shall bear the subject/title -“Half-yearly report submitted by ABC Limited for the half-year ended September 2008” and the attached pdf/excel file shall bear the name “ABCLimitedhalfyearlySeptember2008”.” 23 SEBI Circular No. CIR/MIRSD/7/2011 dated June 17, 2011

7.5.1. Amalgamation, demerger, consolidation or any other kind of corporate
restructuring falling within the scope of section 230 of the Companies Act, 2013 or the corresponding provision of any other law for the time being in force;
7.5.2. Change in Director, including managing director/ whole-time director;
7.5.3. Change in shareholding not resulting in change in control.
8. Disclosure of Track Record of the public issues managed by Merchant
Bankers 24
8.1.In order to enable investors to understand the level of due diligence exercised by the merchant bankers in managing public issues, the merchant bankers are required to disclose the track record of the performance of the public issues managed by them. The track record is required to be disclosed for a period of three financial years from the date of listing for each public issue managed by the merchant banker. The format for disclosure of track records is given in the Annexure IV. 8.2.The track record shall be disclosed on the website of the merchant banker and a reference to this effect shall be made in the offer documents of public issues managed in the future. In case more than one merchant banker is associated with a public issue, all merchant bankers who have signed the due diligence certificate, as disclosed in the offer document, shall disclose the track record.
9. Publishing Investor Charter and Disclosure of Complaints by Merchant
Bankers on their Websites 25
9.1.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 at one single place, an Investor Charter was developed.

24 SEBI Circular No. CIR/MIRSD/1/2012 dated January 10, 2012 25 SEBI/HO/CFD/DCR2/P/CIR/2021/0661 dated November 23, 2021

9.2.All the registered merchant bankers shall disclose on their website, Investor Charter for each of the following categories, as provided at Annexure V to this circular –
9.2.1. Initial Public Offer (IPO) and Further Public Offer (FPO) including Offer
for Sale (OFS);
9.3. Rights Issue;
9.3.1. Qualified Institutions Placement (QIP);
9.3.2. Preferential Issue;
9.3.3. SME IPO and FPO including OFS;
9.3.4. Buyback of Securities;
9.3.5. Delisting of Equity Shares;
9.3.6. Substantial Acquisitions of Shares and Takeovers.
9.4. Additionally, in order to bring about transparency in the Investor Grievance
Redressal Mechanism, 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 VI to this circular.
10. Advisory for Financial Sector Organizations regarding Software as a
Service (SaaS) based solutions 26
10.1. Ministry of Electronics & Information Technology, Govt. of India (MoE&IT),
had informed SEBI that the financial sector institutions avails or may avail Software as a Service (SaaS) based solution for managing their Governance, Risk & Compliance (GRC) functions so as to improve their cyber Security Posture. As observed by MoE&IT, though SaaS may provide ease of doing business and quick turnaround, but it may bring significant risk to health of financial sector as many a time risk and compliance data of the institution moves beyond the legal and jurisdictional boundary of India due to nature of shared cloud SaaS, thereby posing risk to the data safety and security.
10.2. In this regard, Indian Computer Emergency Response Team (CERT-in) had

26 SEBI/HO/MIRSD2/DOR/CIR/P/2020/221 dated November 03, 2020

issued an advisory for Financial Sector organizations. The advisory had been forwarded to SEBI for bringing the same to the notice of financial sector organization. The advisory is enclosed at Annexure VII.
10.3. Merchant Bankers are advised to ensure complete protection and seamless
control over the critical systems at their organizations by continuous monitoring through direct control and supervision protocol mechanisms while keeping the critical data within the legal boundary of India.
10.4. The compliance of the advisory shall be reported in the half-yearly report to
SEBI with an undertaking stating the following: “Compliance of the SEBI circular for Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions has been made.” (10A) Conditions for compliance in respect of underwriting obligations 27 10A.1 In terms of newly inserted sub-regulation (2) of Regulation 22B of MB Regulations, total underwriting obligations of MB shall not exceed 20 times of its liquid net worth. For existing MBs, Board has been empowered to specify the time and manner of compliance. Accordingly, it is specified that existing MBs shall comply with this requirement within two years from the effective date, i.e., by January 02, 2028. 10A.2 The MB is also mandated to submit a certificate issued by Chartered Accountant providing the value of total underwriting obligations of the MB, as a part of Half Yearly Report. The certificate should also certify compliance with the subregulation (2) of regulation 22B by the MB. (10B) Compliance with requirement of minimum revenue from permitted activities 27 10B.1 In terms of clause (j) of sub-regulation (1) of regulation 9A and regulation 9C of MB Regulations, the MBs shall generate minimum revenue, as specified by the Board, from activities provided under sub-regulation (1) of regulation 13A. 10B.2 The Board has been empowered to specify the minimum revenue that an MB has to generate from the permitted activities. It is, accordingly, specified that an MB shall generate minimum revenue, on a cumulative basis over the three immediately preceding financial years, as given below:
10B.2.1. Category I: at least Rs. 25 crore
10B.2.2. Category II: at least Rs. 5 crore
10B.3 If an MB fails to generate minimum revenue, as given above, its certificate of registration is liable to be cancelled under summary proceedings under SEBI (Intermediaries) Regulations, 2008. The first assessment w.r.t. minimum

27 Inserted pursuant to the issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026

revenue from permitted activities by MBs, will be carried out with effect from April 01, 2029. 10B.4 Board has been empowered to specify circumstances under which the registration granted to an MB shall not be cancelled in case it is unable to meet the minimum revenue due to certain circumstance(s). Accordingly, it is specified that SEBI shall, inter alia, take into account the following circumstances in deciding whether to cancel the registration of an MB for not meeting minimum revenue criteria, namely:
10B.4.1.Natural calamities like flood, earthquake, 10B.4.2.Outbreak of pandemic situations like COVID-19 etc. 10B.4.3.Global Economic Recession 10B.4.4.Geopolitical tensions and war 10B.5 MBs are required to submit details of revenue from permitted activities to SEBI within three months from the end of each financial year, starting from FY 2026- 27. (10C) Disclosure to be made by Merchant Banker where it is only involved in the marketing of an issue 27 10C.1 In terms of regulation 21C of MB Regulations, an MB shall not lead manage any public issue, where its directors, other key managerial personnel, compliance officer, employees referred to in clause (b) of Regulation 6, or their relatives, individually or in aggregate hold more than 0.1% of the paid up share capital or shares whose nominal value is more than 10,00,000 rupees, whichever is lower, in the issuer. Provided that an MB may be involved only in the marketing of such issues subject to appropriate disclosure as may be specified by the Board. Accordingly, it is specified that the MBs shall inter-alia disclose the nature of the instrument/s, amount of investment/s and quantum of holding/s of the entities mentioned in regulation 21C, in the issuer company and their relationship with the MB, in the offer document and other marketing material of such issue/s. This requirement shall be applicable to the public issues filed with SEBI or stock exchange(s), on or after the effective date, i.e., w.e.f. January 03, 2026. (10D) Conditions to be complied with by Merchant Bankers for carrying out activities other than permitted activities 27 10D.1 In terms of sub-regulation (2) of regulation 13A of MB Regulations, an MB may also undertake activities other than the permitted activities (as specified under sub-regulation (1) of regulation 13A), on an arms-length basis through separate business units of such MB. In this regard, the Board has been empowered to specify the manner and conditions, subject to which the MB may carry out such other activities.

10D.2 Accordingly, following conditions are specified for carrying out such other activities, that are not regulated by SEBI:
10D.2.1. The MB shall undertake such activities that are not regulated by SEBI only at arms’ length basis through one or more separate business units (SBU) of the MB, segregated by a Chinese Wall and ring-fenced from the SEBI regulated activities. [The segregation shall be done on or before December 31, 2026] 28 . 10D.2.2. The MB shall ensure that the grievance redressal mechanism including escalation mechanism, if any, with respect to activities not regulated by SEBI, is separate and distinct from the grievance redressal mechanism provided for activities regulated by SEBI and is part of the SBU. 10D.2.3. The MB shall prepare and maintain separate records in the SBU for the non-SEBI regulated activities. 10D.2.4. The staff engaged in non-SEBI regulated activities, should be distinct from the staff handling activities regulated by SEBI. However, the staff can cross the Chinese wall, subject to due procedures approved by the board of directors of the entity. Such Chinese wall shall not be applicable for the Key Managerial Personnel. 10D.2.5. The other resources, including the information technology infrastructure, may be shared between the activities regulated by SEBI and activities that are not regulated by SEBI, subject to due procedures approved by the board of directors of the MB. 10D.2.6. The MB shall duly disclose on its website, the list of the activities that are not regulated by SEBI or any other Financial Sector Regulator (FSR), along with a disclosure that none of the SEBI investor protection mechanism will be available for any grievances or disputes arising out of or pertaining to non-SEBI regulated activities. Existing MBs undertaking non-SEBI regulated activities as on the effective date shall make the said disclosure on its website, within thirty days from the effective date, i.e., on or before February 02, 2026. 10D.2.7. If an MB undertakes activity regulated by other FSR, the name of the relevant FSR should also be specified in disclosures to relevant stakeholders. Further, the MB shall comply with the regulatory framework, if any, as may be specified by the respective FSR for the matters relating to policy eligibility criteria, risk management, investor grievance or dispute handling mechanism, inspection, enforcement and claims. 10D.2.8. The MB shall ensure that its advertising, marketing material and its webpage displaying information pertaining to SEBI regulated

28 Substituted for “The segregation shall be done within a period of six months from the effective date, i.e., on or before July 03, 2026.” pursuant to the issue of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026.

activities shall be separate and distinct from that of non-SEBI regulated activities. 10D.2.9. Before undertaking any activities which are not regulated by SEBI, there shall be an upfront written disclosure by the MB, as mentioned at para (10D.2.6) and (10D.2.7) above, to the relevant stakeholders including clients, beneficiaries and counterparties. The said disclosure shall be made on all engagement letters, contracts, agreements, and business communication, that such activities do not fall within the regulatory purview of SEBI. In this regard, confirmation/ acknowledgement shall also be obtained from the stakeholders at the time of engagement, that they have been informed about the nature of the activity, risks involved and non-availability of any SEBI investor protection mechanism. 10D.2.10.For the existing and ongoing mandates/ arrangements w.r.t the nonSEBI regulated activities, an MB shall make disclosures, as mentioned at para (10D.2.6) and (10D.2.7) above, and obtain confirmation/ acknowledgement from the stakeholders including clients, beneficiaries and counterparties, and submit a compliance report to the Board, [on or before December 31, 2026.] 29 10D.3 The MB shall ensure that, in respect of activities not regulated by the SEBI, it submits an undertaking as part of the half-yearly report confirming compliance with requirements of regulation 13A and the conditions prescribed at para 10D.2, duly reviewed and approved by its board of directors. 10D.4 Further, as specified in the first proviso to sub-regulation (2) of regulation 13A, a person holding a Certificate of Registration under MB regulations, which is also regulated by the Reserve Bank of India, shall undertake the merchant banking activities specified under sub-regulation (1) of regulation 13A, through a separate business unit. Therefore, the terms and conditions specified at para 10D.2 above shall be complied with by such SBU.

29 Substituted for “within a period of six months from the effective date, i.e., on or before July 03, 2026.” pursuant to the issue of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026.

CHAPTER III – OTHER GUIDELINES
11. Processing of Investor Complaints in SEBI Complaints Redress System
(SCORES) 30
11.1. SEBI launched a centralized web based complaints redress system ‘SCORES’ in
June 2011.
11.2. Merchant Bankers shall comply with the requirements laid down vide Master
Circular No. SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022, as applicable and as amended from time to time.
11.3. As an additional measure and for information of all investors who deal/ invest/
transact in the market, the offices of Merchant Bankers shall display information as provided in Annexure VIII. 31
12. Prevention of circulation of unauthenticated news by SEBI Registered Market
Intermediaries through various modes of communication 32
12.1. As market rumours can do considerable damage to the normal functioning and
behavior of the market and distort price recovery mechanisms, the Merchant Bankers are directed that:
12.1.1. Proper internal code of conduct and controls should be put in place.
12.1.2. Employees/temporary staff/voluntary workers etc. employed/working in the
Offices of merchant bankers do not encourage or circulate rumours or unverified information obtained from client, industry, any trade or any other sources without verification.
12.1.3. Access to Blogs/Chat forums/Messenger sites etc. should either be
restricted under supervision or access should not be allowed.
12.1.4. Logs for any usage of such Blogs/Chat forums/Messenger sites (called
by any nomenclature) shall be treated as records and the same should be maintained as specified by the respective Regulations, which govern the merchant bankers.
12.1.5. Employees should be directed that any market related news received by

30 CIR/MIRSD/17/2011 dated August 24, 2011
31 CIR/MIRSD/3/2014 dated August 28, 2014
32 SEBI Circulars No Cir/ ISD/1/2011 dated March 23, 2011 and Cir/ ISD/2/2011 dated March 24, 2011

them either in their official mail/personal mail/blog or in any other manner, should be forwarded only after the same has been seen and approved by the Compliance Officer of the merchant banker. If an employee fails to do so, he/she shall be deemed to have violated the various provisions contained in the SEBI Act/Rules/Regulations etc. and shall be liable for action. The Compliance Officer shall also be held liable for breach of duty in this regard. 12A. Merchant Banker not to outsource its core merchant banking activities 33 12.A.1 In terms of amended clause (i) of sub-regulation (1) of regulation 9A of MB Regulations, Merchant Bankers shall not outsource its core merchant banking activities from the effective date. Board has been empowered to specify time and manner of compliance of this provision for existing MBs. It is, accordingly, specified that an existing MB having an open mandate/ existing agreement as on effective date, through which core merchant banking activities have been outsourced to a third party, shall be required to close the same within ninety days from the Effective Date. i.e., on or before April 03, 2026.
13. Guidelines on Outsourcing of Activities by Merchant Bankers 34
13.1. SEBI Regulations for various intermediaries require that they shall render at all
times high standards of service and exercise due diligence and ensure proper care in their operations.
13.2. It has been observed that often the Merchant Bankers resort to outsourcing with a
view to reduce costs, and at times, for strategic reasons.
13.3. Outsourcing may be defined as the use of one or more than one third party –either
within or outside the group by a merchant banker to perform the activities associated with services which the merchant banker offers.
13.4. Principles for Outsourcing
The risks associated with outsourcing may be operational risk, reputational risk,

33 Inserted pursuant to the issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026 34 SEBI Circular No. CIR/MIRSD/24/2011 dated December 15, 2011

legal risk, country risk, strategic risk, exit-strategy risk, counter party risk, concentration and systemic risk. The principles for outsourcing are given at Annexure IX, which shall be followed by the merchant bankers.
13.5. Activities that are not to be Outsourced
The merchant bankers desirous of outsourcing their activities shall not, however, outsource their core business activities and compliance functions. In respect of Know Your Client (KYC) requirements, the merchant bankers are required to comply with the provisions of Securities and Exchange Board of India {KYC (Know Your Client) Registration Agency} Regulations, 2011 and Guidelines issued thereunder from time to time.
13.6. Reporting to Financial Intelligence Unit (FIU) –
The merchant bankers are responsible for reporting of any suspicious transactions / reports to FIU or any other competent authority in respect of activities carried out by the third parties.
14. General Guidelines for dealing with conflicts of interest of merchant bankers and
their associated persons in Securities Market 35
14.1. Merchant Bankers and their associated persons shall abide by the following
guidelines for avoidance of conflict of interest:
14.1.1. lay down, with active involvement of senior management, policies and
internal procedures to identify and avoid or to deal or manage actual or potential conflict of interest, develop an internal code of conduct governing operations and formulate standards of appropriate conduct in the performance of their activities, and ensure to communicate such policies, procedures and code to all concerned;
14.1.2. at all times maintain high standards of integrity in the conduct of their
business;
14.1.3. ensure fair treatment of their clients and not discriminate amongst them;

35 SEBI Circular No. CIR/MIRSD/5/2013 dated August 27, 2013

14.1.4. ensure that their personal interests do not, at any time, conflict with their
duty to their clients and client’s interest always takes primacy in their advice, investment decisions and transactions;
14.1.5. make appropriate disclosure to the clients of possible source or potential
areas of conflict of interest which would impair their ability to render fair, objective and unbiased services;
14.1.6. endeavor to reduce opportunities for conflict through prescriptive
measures such as through information barriers to block or hinder the flow of information from one department/ unit to another, etc.;
14.1.7. place appropriate restrictions on transactions in securities while handling
a mandate of issuer or client in respect of such security so as to avoid any conflict;
14.1.8. not deal in securities while in possession of material non published
information;
14.1.9. not to communicate the material non published information while dealing
in securities on behalf of others;
14.1.10. not in any way contribute to manipulate the demand for or supply of
securities in the market or to influence prices of securities;
14.1.11. not have an incentive structure that encourages sale of products not
suiting the risk profile of their clients;
14.1.12. not share information received from clients or pertaining to them,
obtained as a result of their dealings, for their personal interest.
14.2. For the purpose of above guidelines "associated persons" shall have the same
meaning as defined in the Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets) Regulations, 2007.
14.3. The Boards of merchant bankers shall put in place systems for implementation of
the above guidelines and provide necessary guidance enabling identification, elimination or management of conflict of interest situations and shall periodically review the compliance of the aforesaid guidelines.

ANNEXURES
ANNEXURE I
[*] 36

36 Omitted pursuant to the issuance of Circular SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017.

ANNEXURE II
Declaration-Cum-Undertaking
We, M/s. (Name of the intermediary/the acquirer(s)/person(s) who shall have the control), hereby declare and undertake the following with respect to the application for prior approval for change in control of (name of the intermediary along with the SEBI registration no.):

The intermediary (Name) and its principal officer, the directors or managing partners, the
compliance officer and the key management persons and the promoters or persons holding controlling interest or persons exercising control over the applicant, directly or indirectly (in case of an unlisted applicant or intermediary, any person holding twenty percent or more voting rights, irrespective of whether they hold controlling interest or exercise control, shall be required to fulfill the ‘fit and proper person’ criteria) are fit and proper person in terms of Schedule II of SEBI (Intermediaries) Regulations, 2008.
We bear integrity, honesty, ethical behavior, reputation, fairness and character.
We do not incur following disqualifications mentioned in Clause 3(b) of Schedule II of
SEBI (Intermediaries) Regulations, 2008 i.e.
i. No criminal complaint or information under section 154 of the Code of Criminal
Procedure, 1973 (2 of 1974) has been filed against us by the Board and which is pending.
ii. No charge sheet has been filed against us by any enforcement agency in matters
concerning economic offences and is pending.
iii. No order of restraint, prohibition or debarment has been passed against us by the
Board or any other regulatory authority or enforcement agency in any matter concerning securities laws or financial markets and such order is in force.
iv. No recovery proceedings have been initiated by the Board against us and are
pending.
v. No order of conviction has been passed against us by a court for any offence
involving moral turpitude.
vi. No winding up proceedings have been initiated or an order for winding up has
been passed against us.
vii. We have not been declared insolvent.
viii. We have not been found to be of unsound mind by a court of competent
jurisdiction and no such finding is in force.
ix. We have not been categorized as a willful defaulter.
x. We have not been declared a fugitive economic offender.
We have not been declared as not ‘fit and proper person’ by an order of the Board.
No notice to show cause has been issued for proceedings under SEBI (Intermediaries)
Regulations, 2008 or under section 11(4) or section 11B of the SEBI Act during last one year against us.
It is hereby declared that we and each of our promoters, directors, principal officer,
compliance officer and key managerial persons are not associated with vanishing companies.
We hereby undertake that there will not be any change in the Board of Directors of
incumbent, till the time prior approval is granted.
We hereby undertake that pursuant to grant of prior approval by SEBI, the incumbent
shall inform all the existing investors/ clients about the proposed change prior to effecting the same, in order to enable them to take informed decision regarding their continuance or otherwise with the new management. The said information is true to our knowledge. (stamped and signed by the Authorized Signatories)

ANNEXURE III 37
Report of Merchant Bankers for the Half Year ended March / September, 20 Name of the Merchant Banker :
SEBI Registration Number :
Category of the Merchant Banker
PAN of the Merchant Banker :
Date of Registration (in dd-mmmyyyy) :
Address of Principal Place of
Business* (including Branches, if applicable) :
(* Place(s) from where merchant banking activities was/were carried out)
Section I – Activities
A Issue Management
A.1
.
Table A: Summary of issues managed [Cut-off date to be date of listing of shares or Date of
closure, as applicable ]
Sr.
No.
Type of Issue Numb er of issues mana ged during the Half Year ended March / Septe mber Cumulative number of issues managed up to the Half Year ended March / September Size (in Rs. Crores) of issues managed during the Half Year ended March / September Cumulative Size (in Rs. Crores) of issues managed up to the Half Year ended March / September 1 IPO of equity shares / convertible securities on Main Board of Stock Exchange 2 IPO on SME platform 3 IPO on Innovators Growth Platform 4 FPO of equity shares / convertible securities 5 Offer For Sale (OFS) through stock

37 Annexure III of this master circular is updated pursuant to Amendments to SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026 and issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/20 dated January 02, 2026.

exchanges
6 Rights Issue (Chapter
III of SEBI ICDR
Regulations)
7 QIP of equity shares, non-convertible debt instruments along with warrants and convertible securities other than warrants 8 IPO / Rights issue of IDRs 9 Fund raised w.r.t. Social Stock Exchange 10 Public Issue REIT 11 Rights Issue REIT 12 QIP REIT 13 Public Issue InvIT 14 Rights Issue InvIT 15 QIP InvIT 16 Public issue of NCDs / NCRPS 17 Acquisitions/ Takeover 18 Buyback (Tender) 19 Buyback (Stock Exchange) 20 Buyback (Book Build) 21 Buyback (Other) 22 Delisting 23 Delisting-cum-Open Offer 24 Scheme of arrangement 25 Others (please specify) Total A.2 .
Table B : Details of each of the Issues / Offers managed during the Half Year(Breakup of the
details submitted in Table A)
Sr.
No.
Type of activity
Sub activity
Name of the
Issuer
/
Target comp any
Date of
Engagement
Letter with
Issuer * /
Target
Company
Closing Date of
Issue / Offer
Size of
Issu e /
Offer
(Rs.
Cror es)
Fee charged by
Mercha nt
Banker
(Rs.
Crores)
1
2

3
4
5
Total
Footnotes -
Insert additional rows as required.

Indicate in foot note where Merchant Banker's role was limited to marketing in accordance with
Reg. 21A of MB Regulations.
Table C : Summary of underwriting of issues managed during Half Year
Sr.
No.
Type of
Issue
Name of the Issuer
Size of
Issue
(Rs.
Crore s)
Amount underwritten
(in Rs. Crores) during Half
Year
Amount devolved (in Rs.
Crores) during
Half Year
For SME issues, whether lead manager(s) had underwritten at least 15% of issue size on their own account(s)? (Yes / No / NA) 1 2 3 4 5 Total Whether the total underwriting obligations exceeded Twenty times of Liquid Net worth of Merchant Banker at any point of time during the Half Year? (Yes / No) Insert additional rows as required. B Acquisition of securities of a body corporate whose issue is being managed by Merchant Banker Sr. No. Name of the issuer Wheth er as
part
of under writin g or marke t makin g
Type of acquisition
No of securities acquired
Valu e (in
Rs.
Cror es) of acqu isitio n
Percent age of shareho lding
1
2
3
Section II – Redressal of Investor Grievances

A Status of [SCORES as well as Non-SCORES complaints] Sr.
No.
Name of the Issuer /
Target Company
Type of
Issue
*
Number of
Complaints pending at the end of the last
Half Year
Numb er of
Compl aints receiv ed during the
Half
Year
Number of
Compla ints resolve d during the Half
Year
Number of
Complaints pending at the end of Half
Year
1
2
3
4
5
Total
B Details of the Investor Grievances including Investor Complaints (SCORES as well as NonSCORES) pending for more than 21 Calendar days :
Sr.
No.
Name of the Issuer /
Target Company
Type of
Issue
*
Number of
Complaints pending for more than 21
Calendar days anytime during the half year ended Nature of Compl aints* Steps taken for redress al Status of Complaint (if redressed, date of redressal) 1 2 3 4 5 Total Insert additiona l rows as required.

Types of Issue shall be as defined under
Table A.1 under Section I.
Nature of complaint(s) -
a. Delay in receipt / non-receipt of refund b. Delay in unblocking of funds
c. Non-allotment / delay in
receipt of securities d. Non-bidding of application e. Non-receipt of Letter of Offer f. Non-receipt / delay in receipt of Consideration g. Non-acceptance of securities h. Non-receipt of interest/coupon/ redemption amount.
i. Others (please specify)
C Percentage of Complaints Outstanding at the end of Half Year = (Number of Complaints Unresolved at end of Current Half Year) / (Number of Complaints pending at the end of Previous Half Year + Number of Complaints received during the Current Half Year) * 100

D Average Resolution Time (in days) =
(Sum total of time taken in days to resolve each complaint in the Current Half Year / Total number of Complaints resolved in the Current Half Year) E Maximum pendency during anytime during the half year = (Details of Top 3 unresolved complaints pending anytime during the half year ended) Example - Complaint against ABC Ltd has been unresolved for more than 30 days anytime during the half year. The complaint has been resolved as at relevant half year ended. The Merchant banker shall disclose complaint against ABC Ltd in the below table and Number of Days the Complaints is pending shall be 30 days) Sr No Name of Issuer/ Target Company Received From Number of Days the Complaints is pending 1 2 3
Section III – Compliance Confirmation and Certification
A Summary of Change / Update during Half Year Sr.
No.
Type of Change /
Update
[Ref: Regulation
9A.(1)(f) of SEBI
(Merchant Bankers
Regulations, 1992]
Detail s (in brief) pertai ning to
Updat e /
Chang e
Whether
Application submitted through SEBI
Intermediary
Portal (SI
Portal) (Yes/
No)
SI
Portal
Applic ation
Numb er
Date of submis sion of
Applica tion on
SI
Portal
(ddmmmyyyy)
Date of implementation of change/ update (ddmmm-yyyy) 1 2 3 4 5 B Continuous requirements under SEBI (Merchant Bankers) Regulations, 1992 pertaining to Key Managerial Personnel (KMP) It is certified that the Merchant Banker had in its full-time employment at least two persons, designated as Key Managerial Personnel (KMP), who had adequate experience to conduct the business of Merchant Banker. (Confirmed/ Not Confirmed) C Capital Adequacy and Liquid Net worth requirements:
1 It is certified that the Merchant Banker had maintained capital adequacy requirements specified in Regulation 7 and Liquid Net worth Requirements as specified in Regulation 7A of SEBI (Merchant Bankers) Regulations, 1992 at all times during the Half Year. (Confirmed/ Not Confirmed) 2 Networth* in Rs. Crores of the Merchant Banker as on the end of Half Year (Based on Standalone financials) 3 Liquid Networth in Rs. Crores of the Merchant Banker as on the end of Half Year (Based on Standalone financials)

4 Certificate* issued by a Chartered Accountant certifying that the net worth and liquid net worth of the Merchant Banker have been maintained as per the requirements prescribed under Regulation 7 and Regulation 7A of SEBI (Meerhcant Bankers) Regulations, 1992, at all times during the half year. (* Networth as defined under Regulation 7 of SEBI (Merchant Bankers) Regulations, 1992) ( Liquid Networth as defined under Regulation 7A of SEBI (Merchant Bankers) Regulations, 1992) (*certifi cate is to be attached ) D Publishing of Investor Charter and Disclosure of complaints As per SEBI circulars * Merchant Bankers must disclose the following on their website - (i) Investor Charter (ii) Disclosure of investor complaints received and resolved in the prescribed format (for each category separately as well as collectively) latest by 7 th of the succeeding month. 1 It is certified that the Merchant Banker has during the half year ended complied with requirements mentioned in the abovementioned circulars and continuous to comply (Confirmed/ Not Confirmed) 2 Link of Merchant Banker's website where the above details are uploaded:

Refer SEBI Circular no SEBI/HO/DDHS/P/CIR/2021/613 dated April 13, 2022 ;
SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/0671 dated Nov 26, 2021 and SEBI/HO/CFD/DCR2/P/CIR/2021/0661 dated November 23, 2021. E Conflict of Interest 1 It is certified that the Merchant Banker has avoided conflict of interest and made adequate disclosure of its interest. Further, the Merchant Banker has put in place a mechanism to resolve any conflict of interest situation that may arise in the conduct of its business or where any conflict of interest arises, has/ shall take reasonable steps to resolve the same in an equitable manner. (Confirmed / Not Confirmed) F Compliance with Fit and Proper Criteria in terms of Regulation 6A of SEBI (Merchant Bankers) Regulations, 1992, read with Schedule II of SEBI (Intermediaries) Regulations, 2008 It is certified that the Merchant Banker, Directors or Managing Partners, Compliance Officer, Principal Officer, Key Managerial Personnel and Promoters or Persons holding controlling interest or Persons exercising control over the Merchant Banker, directly or indirectly – 1 were Fit and Proper person as per Schedule II of SEBI (Intermediaries) Regulations, 2008 during the Half Year. (Confirmed / Not Confirmed) 2 has not at any time been convicted for any offence involving moral turpitude or has not been found guilty of any economic offence. (Confirmed / Not Confirmed) 3 In case of non-compliance or deficiency, please give details of the same. 4 Corrective actions / other actions taken by the merchant banker on the above issues

G Details of deficiencies and non-compliances of the Merchant Banker during the Half Year 1 Details of deficiencies and non-compliances of the Merchant Banker during the Half Year (in terms of Regulation 28A of SEBI (Merchant Bankers) Regulations) 2 Details of SEBI Order / Deficiency Letter / Advisory Letter during the Half Year Sr. No. Date of SEBI Order / Letter Nature of SEBI Order / Letter Name of Department and Division who has Issued SEBI / Order Whether necessary submission has been submitted to concerned Department? If yes, please provide date of submission. Status as on half year ended 2.1. 2.2. Insert additional rows as required H 1. Other Certifications / Declarations / Undertaking Sr.No . Details Description Confirmed/ Not Confirmed
1.1. Due
Diligenc e
It is certified that, in respect of pre-issue and post-issue activities of issue management including takeover, buyback , delisting of equity shares and for certificate(s) / opinion(s) issued, if any, in relation to transactions of any nature which has association with the securities market, Merchant Banker has at all times complied with statutory obligations as prescribed by the relevant laws, exercised due diligence, ensured proper care, exercised independent professional judgment and maintained all relevant records and documents in relation thereto.
1.2. Track
Record of
Public
Issues
It is certified that, in accordance with SEBI Circular CIR/MIRSD/1/2012 dated January 10, 2012, the Merchant Banker had updated its website in timely manner to disclose necessary details and track record of public issues managed by the Merchant Banker. Web link of 'Track Record of Public Issues'
1.3. Underwr
iting related obligati ons
Underwriting obligations of the Merchant Banker as at the end of the half year (in Rs. Crores) Certificate* issued by Chartered Accountant certifying that, during the half year, total underwriting obligations (total value is to be given) of the Merchant Banker under all the agreements did not exceeded the limit prescribed under Regulation 22B (2) of SEBI (Merchant Banker) Regulation, 1992.

1.4. Market
Making related obligati ons
It is certified that Merchant Banker complies with requirements of market making obligations as mentioned under Chapter IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Certificate
is to be attached

Other Details
2.1. Details
of any fraudule nt activity pertaini ng to
Merchan t
Banking activity by the employe es associat ed with mercha nt banking activitie s and action taken by the Merchan t Banker during the Half Year.
2.2. Details
of the review of the
Half
Yearly
Report by the
Board of
Director s
Date (dd-mmm-yyyy) of Board Meeting to review the Half Yearly Report The deficiencies and non compliances as observed in Table G above. Corrective actions initiated Observations of the Board of Directors on Pre-issue and Post-issue due-diligence process followed, and whether they were satisfied with the due diligenceprocess Observations of the Board of Directors on Track Record of Public Issues managed Any other major/material observations of the Board of Directors w.r.t the merchant banking activities, w.r.t. process and protocols adopted by the Merchant Banker to undertake its merchant banking activities and to comply with the Regulatory Requirements, etc.

2.3. Complia
nce with
Regulati on 6.(c) of SEBI
(Mercha nt
Bankers
)
Regulati ons,
1992
Details of any other Merchant Banker registration held within the same group (i.e., any other Merchant Banker directly or indirectly connected with the Merchant Banker) Name and SEBI Registration Number of the Other Merchant Banker(s) within the group. (if more than one such cases, please enter additional rows)
2.4. Details
of
SEBI's fees last paid
Sr No Natur e of
Fees
Date of
Payment
(dd-mmmyyyy)
Amount in Rs.
(Inclusive of
GST)
1
2
Insert additional rows as required.
Section IV – Declaration, Certification and Undertaking of the Compliance Officer
1 In respect of activities not regulated by SEBI, it is certified that Merchant Banker has complied with all the applicable conditions prescribed by SEBI. 2 It is certified that Merchant Banker has complied with all applicable Acts, Rules, Regulations, Circulars, Guidelines, etc. issued from time to time, except to the extent of the deficiencies and noncompliances specifically reported above in this Report. 3 It is certified that Merchant Banker has trustfully answered all the questions/sections above. Further, Merchant Banker certifies that all information submitted in this Report is complete and correct. Name of the Compliance Officer PAN of the Compliance Officer Mobile Number of the Compliance Officer email-id of the Compliance Officer Signature of the Compliance Officer (to be digitally signed)

ANNEXURE IV
A. For Equity Issues
Name of the issue:

Type of issue (IPO/ FPO)
Issue size (Rs crore)
Grade of issue along with name of the rating agency
Subscription level (number of times). If the issue was undersubscribed, please clarify how
the funds were arranged.
QIB holding (as a % of total outstanding capital) as disclosed to stock exchanges (See
Regulation 31 of the SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015
i. allotment in the issue
ii. at the end of the 1st Quarter immediately after the listing of the issue
iii. at the end of 1st FY
iv. at the end of 2nd FY
v. at the end of 3rd FY
Financials of the issuer (as per the annual financial results submitted to stock exchanges
under Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 (Rs. in crores) Parameters 1st FY 2nd FY 3rd FY Income from operations Net Profit for the period Paid-up equity share capital Reserves excluding revaluation reserves
Trading status in the scrip of the issuer (whether frequently traded (as defined under Regulation
2 (j) of the SAST Regulations, 2011 or infrequently traded/ delisted/ suspended by any stock exchange, etc.)
i. at the end of 1st FY
ii. at the end of 2nd FY
iii. at the end of 3rd FY
Change, if any, in directors of issuer from the disclosures in the offer document (See
Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015)
i. at the end of 1st FY
ii. at the end of 2nd FY
iii. at the end of 3rd FY
Status of implementation of project/ commencement of commercial production (as submitted
to stock exchanges under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015)
i. as disclosed in the offer document

ii. Actual implementation
iii. Reasons for delay in implementation, if any
10. Status of utilization of issue proceeds (as submitted to stock exchanges under Regulation 32 of SEBI (Listing
Obligation and Disclosure Requirements ) Regulations, 2015
i. as disclosed in the offer document
ii. Actual utilization
iii. Reasons for deviation, if any
11. Comments of monitoring agency, if applicable (See Regulation 41 & 137 of ICDR Regulations, 2018 read with Regulation
32 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015
i. Comments on use of funds
ii. Comments on deviation, if any, in the use of proceeds of the issue from the objects stated in the offer document
iii. Any other reservations expressed by the monitoring agency about the end use of funds
(To be submitted till the time the issue proceeds have been fully utilized)
12. Price- related data
Issue price (Rs):
Price parameters
At close of listing day
At close of
30th calendar day from listing day
At close of
90th calendar day from listing day
As at the end of 1st FY after the listing of the issue As at the end of 2nd FY after the listing of the issue As at the end of 3rd FY after the listing of the issue Closing price High (during the FY) Low (during the FY) Closing price High (during the FY) Low (during the FY) Closing price High (during the FY) Low (during the FY) Market Price Index (of the Designated Stock Exchange):
Sectoral Index

(mention the index that has been considered and reasons for considering the same)
13. Basis for Issue Price and Comparison with Peer Group & Industry Average (Source of accounting ratios of peer group and
industry average may be indicated; source of the accounting ratios may generally be the same, however in case of different sources, reasons for the same may be indicated) Accounting ratio Name of company As disclosed in the offer document (See (9)(K) Schedule VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018) At the end of 1st FY At the end of 2nd FY At the end of 3rd FY EPS Issuer:
Peer Group:
Industry Avg:
P/E
Issuer:
Peer Group:
Industry Avg:
RoNW
Issuer:
Peer Group:
Industry Avg:
NAV per share based on balance sheet
Issuer:
Peer Group:

Industry Avg:
14. Any other material information
Note: (i) Merchant Banker can give its comments on any of the above sections (ii) Merchant Banker may obtain information/ clarification from the issuer or stock exchange, wherever felt necessary (iii) In case any of the above reporting dates happens to be a holiday, the immediately following working day may be taken

B. For Debt Issues
Name of the issue:

Type of issue
Issue size (Rs crore)
Rating of instrument along with name of the rating agency
i. as disclosed in the offer document
ii. at the end of 1st FY
iii. at the end of 2nd FY
iv. at the end of 3rd FY
Whether the secured debt securities are secured by hundred percent security
cover or higher security cover as per the terms of the offer document or Debenture Trust Deed. (See Regulation 23 (5) of SEBI (Issue and Listing of NonConvertible Securities) Regulations, 2021.
Subscription level (number of times). If the issue was undersubscribed, please
clarify how the funds were arranged.
Financials of the issuer (as per the annual financial results submitted to stock
exchanges under Regulation 52 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 (Rs. in crores) Parameters 1st FY 2nd FY 3rd FY Income from operations Net Profit for the period Paid-up equity share capital Reserves excluding revaluation reserves
Status of the debt securities (whether traded, delisted, suspended by any stock
exchange, etc.)
i. at the end of 1st FY
ii. at the end of 2nd FY
iii. at the end of 3rd FY
Change, if any, in directors of issuer from the disclosures in the offer document
i. at the end of 1st FY
ii. at the end of 2nd FY
iii. at the end of 3rd FY
Status of utilization of issue proceeds (as submitted to stock exchanges under
under Regulation 52 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015

i. as disclosed in the offer document
ii. Actual utilization
iii. Reasons for deviation, if any
10. Delay or default in payment of interest/ principal amount
i. Disclosures in the offer document on terms of issue
ii. Delay in payment from the due date
iii. Reasons for delay/ non-payment, if any
11. Any other material information
Note:
i. Merchant Banker can give its comments on any of the above sections
ii. Merchant Banker may obtain information/ clarification from the issuer or stock
exchange, wherever felt necessary
iii. In case any of the above reporting dates happens to be a holiday, the
immediately following working day may be taken

ANNEXURE V
INVESTOR CHARTER-IPOs & FPOs (including OFS)
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT:

Act in investors’ best interests by understanding needs and developing solutions.
Enhance and customise value generating capabilities and services.
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
Upload Draft Red Herring Prospectus (DRHP) on SEBI / Stock Exchanges / Lead
Managers Website for public comments and also upload RHP/Prospectus.
Publish public announcement within two days of filing the draft offer document with
SEBI
Disclose price performance summary of preceding past 10 public issues handled by
lead managers in draft offer document
Disclose on lead managers’ website the track record of the performance of the public
issues managed by them
Publish details of anchor investor allocation on the website of stock exchanges before
the issue opens
Keep Issue Open for 3 working days (extendable up to maximum 10 working days)
Ensure material contracts and documents are available for inspection as per details in
Offer Document
Publish price band advertisement in newspaper at least two working days before
opening of the issue
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 Sr. No. Activity Timeline for which activity takes place Information where available 1 Filing of draft offer document by company for public comments 0 Websites of SEBI, Stock Exchanges, Lead Managers 2 Public Announcement Within 2 days of filing DoD with SEBI Newspaper - English, regional, Hindi 3 Details of anchor investors allocation 1 day before issue opening date Stock Exchanges website 4 Issue opening date 3 working days after filing RHP with RoC Stock Exchanges website 5 Availability of application forms Till issue closure date Stock Exchanges website 6 Availability of material documents for inspection by investors Till issue closure date Address given in Offer Document 7 Availability of General Information Document Till issue closure date LM website and stock exchange website 8 Price Band Advertisement 2 working days prior to issue opening date Newspaper advertisement 9 Total demand in the issue Issue closure date Stock exchanges website on hourly basis 10 Commencement of trading within 6 working days Newspaper advertisement 11 Delay in unblocking ASBA Accounts More than 4 working days Compensation to investor @Rs. 100/day by intermediary causing delay 12 Advertisement on subscription and basis of allotment Within 10 days Newspaper advertisement 13 Allotment status and allotment advice Completion of basis of allotment By email / post RIGHTS OF INVESTORS

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
5. If allotted shares, all Rights as a Shareholder (as per Offer Document)
DOS AND DON’TS FOR THE INVESTORS
Dos

Check eligibility to invest in the RHP and under applicable law, rules, regulations, guidelines
and approvals
Submit bids only thru ASBA (other than Anchor Investors)
Read all instructions carefully in the Bid cum Application Form
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
Ensure you have funds equal to the Bid Amount in the ASBA Account maintained with the
SCSB
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
Do not Bid for lower than the minimum Bid size
Do not submit the Bid for an amount more than funds available in your ASBA account
If you are a Retail bidder and are using UPI mechanism, do not submit more than one ASBA
Form for each UPI ID
Do not submit a Bid/revise a Bid with a price less than the Floor Price or higher than the Cap
Price

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)
Scores
(https:/scores.gov.in
)
Registrar to Issue/Offer
(Mainly for bidding/ post issue/ allotment related grievances) (for email ID refer to Offer Document) Sponsor Bank (UPI Bid related grievances) (for email ID refer to Offer Document) SCSBs (Blocking/ Unblocking related grievances)

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 endeavoured to forward the grievance to the concerned intermediary/ies on T day itself T+1 3 The concerned intermediary/ies to respond to the lead manager with an acceptable reply / proof of resolution X 5 Lead manager, the concerned intermediary/ies and the investor shall exchange between themselves additional information related to the grievance, wherever required Between T and X 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

Delay in unblocking of funds
Non allotment / partial allotment of securities
Non receipt of securities in demat account
Amount blocked but application not bid
Application bid but amount not blocked
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
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
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
On SEBI Complaints Redress System (SCORES) platform.

Nature of enquiries for which the lead manager shall respond to / escalated promptly

Availability of application form
Availability of offer document
Process for participating in the issue / mode of payments
List of SCSBs / syndicate members
Date of issue opening / closing / allotment / listing
Technical setbacks in net-banking services provided by SCSBs / UPI mechanism
Any other query of similar nature
RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS)
Read and understand the terms of offer documents, application form, and issue related
literature carefully and fully before investing.
Consult own tax consultant with respect to the specific tax implications
Provide full and accurate information in the application form as maybe required while making
an application and keep records of the same.
Ensure active demat/ broking account before investing.
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
Provide full and accurate details when making investor grievances to merchant bankers.
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.

INVESTOR CHARTER- RIGHTS ISSUE
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT:

Act in investors’ best interests by understanding needs and developing solutions.
Enhance and customize value generating capabilities and services.
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.

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 dematerialized 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.
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. No. Activity Timeline for which activity takes place Information where available/ Remarks 1 Filing of DLoF by Issuer for public comments (if not a fast track Rights Issue) DLoF made public for atleast 21 days from the date of filing the DLoF Websites of SEBI, Stock Exchanges, Lead Managers 2 Public Announcement w.r.t. DLoF filing and inviting the public to provide comments in respect of the disclosures made in DLoF Within 2 days of filing of the DLoF with SEBI Newspaper - english, hindi, regional (at the place where the registered office of the Issuer is situated) 3 Record Date Advance notice of at-least 3 working days (excluding the date of intimation and the Record Date) Websites of Stock Exchanges; Record Date also disclosed in LoF, ALoF, Application Form, Pre-Issue Advertisement 4 Dispatch of ALoF along with Application Form and RE Letter Must be completed atleast 3 days before the date of opening of the issue Dispatched through registered post or speed post or by courier service or by electronic transmission 5 Pre-Issue Advertisement At-least 2 days before the date of opening of the issue Newspaper Advertisement (english, hindi, regional) with 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 electronic copy Application Form and ALoF Before issue opening Websites of Stock Exchanges, Registrar to Issue and SCSBs

7 Availability of LoF Typically uploaded on the same day as filing with the Stock Exchanges Website of Issuer, SEBI, Stock Exchanges and Lead Managers. 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 Information

RE Information available in RE
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 Entitlement to the demat account of the shareholders as on Record Date Before the issue opening date Credit message from NSDL/ CDSL (e-mail/ SMS); Demat statement from depository participant showing credit of REs; Last date for credit of REs mentioned in LoF. 10 Issue opening date Difference of at-least 3 days between dispatch of the ALoF along with Application Form and issue opening date + atleast 2 days between issue of Pre-Issue Advertisement and issue opening date Stock Exchange website; Disclosure made in LoF, ALoF, Application Form, Pre-Issue Advertisement 11 On Market Renunciation 4 working days prior to issue closing date Information on the procedure for On Market Renunciation disclosed in LoF; Last date for On Market Renunciation disclosed in LoF, Application Form along with ALoF, PreIssue Advertisement 12 Off Market Renunciation REs must be credited to the demat account of the renouncees on or prior to the issue closing date Information on the procedure for Off Market Renunciation disclosed in LoF; Disclosure that REs must be credited to the demat account of the renouncees on or prior to the issue closing date in LoF 13 Physical shareholders (if any) can provide their demat account details to Issuer/ Registrar 2 days prior to issue closing date Disclosure made in LoF

14 Credit of REs of demat accounts of Physical Shareholders, as provided by them to the Issuer/ Registrar 1 day prior to issue closing date Disclosure made in LoF; Intimation of credit by e-mail/ SMS 15 Withdrawal/ Cancellation of bids Issue closing date Disclosure made in LoF 16 Issue closing date Rights Issue kept open for a minimum period of 15 days and maximum period of 30 days Stock Exchange website; Disclosure made in LoF, ALoF, Application Form, Pre-Issue Advertisement 17 Credit of securities, allotment status and allotment advice Within 15 days from issue closing date Credit confirmation by e-mail/ SMS from depository; Allotment advice through electronic/ physical intimations 18 Lapsed REs are extinguished and ISIN for REs is permanently deactivated On completion of allotment, the ISIN for REs is deactivated in the depository system by the depositories REs which are neither renounced nor subscribed by shareholders, shall lapse after closure of the Issue. Issuer shall ensure that 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 Accounts/ refunds Within 15 days from issue closing date In case of any delay in giving the 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 trading Typically the working day after the date of credit of securities to the allottees Notices posted on websites of Stock Exchanges 21 Post issue advertisement on subscription and basis of allotment Within 10 days from the date of completion of the various activities Newspaper - english, hindi, regional (at the place where the registered office of the Issuer is situated) 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.
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.

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) Registrar to Issue/Offer (Mainly for REs/ Renunciation / bidding/ post issue/ allotment related grievances) (for email ID refer to Offer Document) SCSBs (Blocking/ Unblocking related grievances)

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 intermediary and it shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day istelf T+1 3 The concerned intermediary/ies to respond to the lead manager with an acceptable reply X 4 Investor may escalate the pending grievance, if any, to a senior officer of the lead manager of rank of Vice President or above T+21 5 Lead manager, the concerned intermediary/ies and the investor shall exchange between themselves additional information related to the grievance, wherever required Between T and X 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

Delay in unblocking of funds
Non allotment/ partial allotment of securities
Non receipt of securities in demat account
Amount blocked but application not made
Application made but amount not blocked
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
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
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
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.
Availability of application form, ALoF
Availability of offer document
Credit and trading in Res; Options available to shareholders relating to REs
Process for participating in the issue/ mode of payments
List of SCSBs
Record Date, Rights Issue Price, RE ratio, Issue Period, date of allotment, date of listing
Technical setbacks in services provided by SCSBs/ other payment mechanisms
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. INVESTOR CHARTER-QUALIFIED INSTITUIONS PLACEMENT (QIPs) VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT:

Act in investors’ best interests by understanding needs and developing solutions.
Enhance and customise value generating capabilities and services.
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 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 atleast 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.
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.
No. Activity
Timeline for which activity takes place
Information where available/
Remarks
1 Issue opening date Typically the same day when Issuer's Board/ Committee decides to open the issue Websites of Stock Exchanges; Also disclosed in the PPD, PD 2 Availability of PPD Typically available on the same day as when the Issuer's Board/ Committee decides to open the issue BRLMs circulate serially numbered copies of the PPD to select QIB investors; Copies of PPD also available in the websites of Stock Exchanges and Issuer 3 Availability of details of Lead Managers, Escrow Bank
Part of PPD, PD,
Application Form
Details available in PPD, PD,
Application Form
4 Availability of the
Floor Price, key terms of the issue etc.
Part of PPD, PD Floor Price typically disclosed in
the outcome to the Board/
Committee meeting. Floor Price, key terms etc. disclosed in the PPD, PD 5 Availability of application forms No later than issue closing BRLMs circulate application forms to select investors; Sample application form is sometimes also available in the PPD 6 Submission of filled-in application forms and subscription monies No later than issue closing Application forms submitted by QIB investors to BRLMs; Subscription monies credited to a separate bank account, as per details provided to the QIB investors 7 Outcome of Issuer's Board or Committee meeting to decide final QIP price; Availability of final QIP price Post completion of the Board/ Committee meeting Websites of Stock Exchanges; QIP price also disclosed in the PD and CAN 8 Issue closing date Typically the same date as the Issuer's Board or Committee meeting to decide final QIP price Websites of Stock Exchanges; Also disclosed in the PD 9 Confirmation of Allocation Note (CAN) and serially numbered PD sent to successful allottees Typically on the same day as the issue closing or the next day BRLMs to circulate serially numbered CANs and PDs to successful applicants; CAN includes details of securities 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 day as the issue closing or the next day BRLMs circulate serially numbered copies of the PD to QIB 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 meeting to approve allotment Typically the same day as circulation of CANs and PD to successful allottees Outcome of meeting uploaded on websites of Stock Exchanges 13 List of allottees allotted more than 5% of the securities offered Typically given together with the outcome of Board/ Committee meeting for allotment Websites of the Stock Exchanges 14 Credit of securities to demat accounts of allottees Corporate action by Issuer on the same day as approval of allotment or next working day Confirmation of credit to allottees through e-mail/ SMS by DP 15 Commencement of trading Typically, application to the Stock Exchanges is made at the same time as the corporate action for credit of securities Notices posted on websites of Stock Exchanges RIGHTS OF INVESTORS

Receive transferable and transmittable equity shares that rank pari passu in all respects
with the existing equity shares of the Issuer Company.
Receive PPD, PD, application form, CAN from the Issuer Company/ Lead Managers.
Response to investor queries.
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 PD, PD, application form, CAN 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.
Ensure active demat/ broking account before investing, as securities will be allotted in
dematerialized form.
Ensure valid QIB registration.
Provide full and accurate information in duly filled-in application form.
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.
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.
Provide accurate information and investor details while making any query.
DON’Ts
Investors should not sell securities allotted in a QIP during the lock-in period, except on the
floor of the Stock Exchanges.
Investors should not trade in the securities allotted in a QIP, prior to the receipt of final
listing and trading approvals from Stock Exchanges.
Investors should not participate in the Issue, if the Investor is not an eligible QIB as defined
under Regulation 2(1)(ss) of the ICDR Regulations.
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.
Investors cannot withdraw, modify, cancel or revise their application downwards after the
Issue Closing Date.
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)
Scores (https:/scores.gov.in)

TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN QIPs 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/ intermediary) and it shall be endeavoured to forward the grievance to the said person on T day istelf T+1 3 The company/ concerned intermediary to respond to the lead manager with an acceptable reply X 4 Investor may escalate the pending grievance, if any, to a senior officer of the lead manager of rank of Vice President or above T+21 5 Lead manager, the company/ concerned intermediary/ies and the investor shall exchange between themselves additional information related to the grievance, wherever required Between T and X 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

Delay in refunds, if any
Non-allocation/ allotment of securities after receipt of CAN/ payment of application amount
Non receipt of securities in demat account
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
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
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
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.
Process for applying in the QIP and making payments
Terms of the QIP, allotment methodology, Issue Period, date of allotment, date of listing
Non-receipt of CANs
Any other query of similar nature

RESPONSIBILITIES OF INVESTORS

Read the PPD, PD, application form and other issue related literature carefully and fully
before investing.
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.
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.
Applications using third party bank accounts are liable for rejection.
Shareholders should ensure to register E-mail Id with the Company or Depository for timely
updates on Corporate actions like dividend, Buyback, takeover etc.
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. INVESTOR CHARTER – PREFENTIAL ISSUE VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT:
Act in investors’ best interests by understanding needs and developing solutions.
Enhance and customise value generating capabilities and services.
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
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
Price of the equity shares to be determined as per SEBI Regulations.
Information w.r.t. lock-in provisions, considerations payable at the time of allotment, tenor of
convertible securities disclosed in the Explanatory Statement
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.
No.
Activity Timeline for which activity takes place Information where available

1 Outcome of the board meeting
30 mins from completion of board meeting
Website of Company, Stock
Exchanges
2 Advertisement to be made in the principal vernacular 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 21 days before EGM Newspapers, website of Company and Stock Exchanges 3 Relevant Date for determining preferential issue price 30 days prior to the date of shareholder approval Notice of EGM sent to shareholder and available of website of Company and Stock Exchanges 4 Outcome of the board meeting approving allotment 30 mins from completion of board meeting Website of Company, Stock Exchanges 5 Allotment of Equity shares within 15 days Intimation will be sent to all Investors RIGHTS OF INVESTORS

Receive the notice and the explanatory statement with the required details about the
proposed preferential issue
Right to seek clarification in accordance with the grievance redressal mechanism policy of the
company
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
Provide correct and factual details as requested by the Issuer for compliance with
requirements under Companies, Act, 2013, ICDR Regulations and other relevant rules and regulations.
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
Not delay in making the payments.
Ensure that payment is done only from the allottee's bank account.

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 acceptable reply T+10 3 The Issuer and/or the RTA and the investor shall exchange between themselves additional information related to the grievance, wherever required Between T and T+10 4 In case any further coordination / information is required by Issuer / RTA, final response to the investor should be sent Up to T+20 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. Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com) Registrar & Transfer Agents (for email ID refer to Issuer’s Website)  Scores (https:/scores.gov.in)

Nature of investor grievance for which the aforesaid timeline is applicable

Delay in refunds, if any
Non-receipt of notice or other relevant communication
Non receipt of securities in demat account
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
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
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
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.
Process for applying in the issue and making payments
Terms of the issue, pricing, allotment methodology, issue period, date of allotment, date of
listing
Any other query of similar nature
RESPONSIBILITIES OF INVESTORS
Stockholders should read notice and other related literature carefully.
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.
Investor shall obtain required approval, if any before making investment
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.
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.
Investor to confirm that it is not declared as wilful defaulter as per RBI circular.
Investor shall transfer subscription money to Company in reasonable time to ensure allotment
get completed in 15 days from the date of special resolution.
Investor should consult his or her own tax consultant with respect to the specific tax
implications arising out of their participation in the issue.
Investors should provide full and accurate information in the application form as maybe
required while making an application and keep records of the same.
Shareholders should ensure to register E-mail Id with the Company or Depository for timely
updates on Corporate actions like dividend, Buyback, Takeover etc.

INVESTOR CHARTER- SME IPOs & FPOs (including OFS) VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT:

Act in investors’ best interests by understanding needs and developing solutions.
Enhance and customise value generating capabilities and services.
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
Upload Draft Offer Document on Stock Exchange (s) / Lead Managers Website. and also
upload RHP/Prospectus SEBI / Stock Exchanges / Lead Managers Website
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
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
Publish details of anchor investor allocation on the website of stock exchanges before the issue
opens for public subscription.
Keep Issue Open for a Period of 3 working days (extendable up to maximum 10 working days)
Ensure material contracts and documents are available for inspection as per details in Offer
Document
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
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).
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.
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.

TIMELINES - SME IPOs & FPOs (including OFS)
Sr.
No. Activity Timeline for which activity takes place Information where available 1 Filing of draft offer document by company 0 Websites of SEBI, Stock Exchanges, Lead Managers 2 Details of anchor investors allocation 1 day before issue opening date Stock Exchanges website 3 Issue opening date 3 working days after filing RHP with RoC Stock Exchanges website 4 Availability of application forms Till issue closure date Stock Exchanges website 5 Availability of material documents for inspection by investors Till issue closure date Address given in Offer Document 6 Availability of General Information Document Till issue closure date LM website and stock exchange website 7 Price Band Advertisement 2 working days prior to issue opening date - 8 Delay in unblocking ASBA Accounts More than 4 working days Compensation to investor @ Rs. 100/day by intermediary causing delay 9 Advertisement on subscription and basis of allotment Within 10 days Newspaper advertisement 10 Allotment status and allotment advice Completion of basis of allotment By email / post RIGHTS OF INVESTORS

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).
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.
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.
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.
If allotted shares, all Rights as a Shareholder (as per Offer Document)
DOS AND DON’TS FOR THE INVESTORS
Dos
Check Eligibility in the RHP and under applicable law, rules, regulations, guidelines and
approvals.
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
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
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
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
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
Do not Bid for lower than the minimum Bid size
Do not submit the Bid for an amount more than funds available in your ASBA account
If you are a Retail bidder and are using UPI mechanism, do not submit more than one ASBA
Form for each UPI ID
Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID
Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than
the Cap Price
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.

SCSBs
(Blocking/ Unblocking related grievances)
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) Registrar to Issue/Offer (Mainly for bidding/ post issue/ allotment related grievances) (for email ID refer to Offer Document) Sponsor Bank (UPI Bid related grievances) (for email ID refer to Offer Document)

Delay in unblocking of funds
Non allotment / partial allotment of securities
Non receipt of securities in demat account
Amount blocked but application not bid
Application bid but amount not blocked
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
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
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
On SEBI Complaints Redress System (SCORES) platform.

Nature of enquiries for which the lead manager shall respond to / escalated promptly

Availability of application form
Availability of offer document
Process for participating in the issue / mode of payments
List of SCSBs / syndicate members
Date of issue opening / closing / allotment / listing
Technical setbacks in net-banking services provided by SCSBs / UPI mechanism
Any other query of similar nature
RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS)
Read and understand the terms of offer documents, application form, and issue related
literature carefully and fully before investing.
Consult own tax consultant with respect to the specific tax implications
Provide full and accurate information in the application form as maybe required while making
an application and keep records of the same.
Ensure active demat/ broking account before investing.
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
Provide full and accurate details when making investor grievances to merchant bankers.
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.
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.
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.
INVESTOR CHARTER- BUYBACK OF SECURITIES
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT:

Act in investors’ best interests by understanding needs and developing solutions.
Enhance and customise value generating capabilities and services.
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
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;
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;
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
All eligible shareholders may place orders in the Acquisition Window provided by stock
exchange, through their respective stock brokers;
Post closure, offer closing advertisement is published.
A. TIMELINES - BUYBACK (OPEN MARKET)
Sr.
No. Activity
Timeline for which activity takes place Information where available 1 Public Announcement Within 2 WDs from Board or Shareholder's meeting in which buyback proposal is approved Website of SEBI, Stock Exchanges & Company 2 Opening of offer Within 7 WDs from PA Website of Stock Exchanges 3 Securities bought back Daily basis till closure of offer Website of Stock Exchanges and Company 4 Closure of offer Earlier of:
Six months; or
Total buyback size utilised; or
50% of total buyback size utilised and board of directors chooses to close Website of Stock Exchanges

5 Acceptance of
Equity Shares
Upon the relevant pay out by Stock
Exchanges
Website of Stock Exchanges
6 Verification of acceptances
Within 15 days from payment date NA
7 Extinguishment of security certificates on or before 15th day of the succeeding month but not later than 7 days of expiry of Buyback Period Website of Stock Exchanges and Company 8 Post Offer Advertisement Within two working days from expiry of buyback period Website of SEBI, Stock Exchanges & Company B. TIMELINES BUYBACK (TENDER METHOD) Sr. No. Activity Timeline for which activity takes place Information where available 1 Public Announcement Within 2 WDs from Board or Shareholder's meeting in which buyback proposal is approved Website of SEBI, Stock Exchanges & Company 2 Dispatch of Final Letter of Offer to Shareholders Within 5 WDs from the date of receipt of observation letter from SEBI Website of SEBI, Stock Exchanges & Company 3 Opening of offer Within 5 WDs from the date of dispatch .The offer shall be kept open for 10 WDs Website of Stock Exchanges 4 Availability of Tender form Till the closure of offer Website of SEBI, Stock Exchanges & Company 5 Availability of material documents for inspection by Shareholders Till the closure of offer Address is given in the letter of offer 6 Modification/cancellation of orders and multiple bids from a single Eligible Shareholder Till the closure of offer NA 7 Closure of offer 10th WDs Website of Stock Exchanges 8 Acceptance and Settlement of shares Within 7 WDs NA 9 Extinguishment of security certificates Within 15 days from Acceptance date but not later than 7 days of expiry of Buyback Period Website of Stock Exchanges RIGHTS OF INVESTORS

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.
Shareholders have rights to inspect the material documents as listed out in the letter of offer
during the tendering period.

DO’s and DON’Ts FOR INVESTORS
Dos

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.
Ensure the demat account and the PAN belong to the same eligible shareholder;
In case shares are held in physical Form, shareholder should ensure that the correct share
certificates are attached along with the Tender Form
Ensure that the signatures registered with the Company and the signature on the Tender
Form are the same.
Don’ts
The tender form and other relevant documents should not be sent to the company or to the
manager to the buyback.
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
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 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) Registrar to Issue/Offer (for email ID refer to Offer Document)

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 shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself T+1 3 The concerned intermediary/ies to respond to the manager to the offer with an acceptable reply X 4 Shareholder may escalate the pending grievance, if any, to the functional head / head of department of manager to the offer T+21 5 Manager to the offer, the concerned intermediary/ies and the Shareholder shall exchange between themselves additional information related to the grievance, wherever required Between T and X 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

Delay in receipt of consideration upon acceptance of shares
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
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
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
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.
Availability of Form of acceptance cum acknowledgement
Availability of offer document
Process for tendering of shares in the offer
Date of offer opening/ closing/ acceptance and settlement of shares
Any other query of similar nature
RESPONSIBILITIES OF INVESTORS
Shareholders should keep abreast of corporate announcement made for corporate action like
takeover, buyback, dividend, bonus, splits etc.
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;
Documents related to buyback are made available on the websites of Company, SEBI, Stock
Exchange(s) and Investors should read the details carefully
Shareholders should read letter of offer and public announcement carefully and fully before
tendering their shares including its taxation effects
Shareholders should ensure that their demat account is active.
INVESTOR CHARTER- DELISTING OF EQUITY SHARES
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT:
Act in investors’ best interests by understanding needs and developing solutions.
Enhance and customise value generating capabilities and services.
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
Public Announcement is given in English, Hindi and Regional Newspapers;
Letter of offer is dispatched through speed post/registered post/courier or email etc.
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;
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.
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. No. Activity Timeline for which activity takes place Information where available 1 Shareholder’s Approval Within 45 days from obtaining approval of Board of Directors Website of Stock Exchanges & Company 2 Detailed Public Announcement Within 1 WD of receipt of In-Principle Approval Website of Stock Exchanges & Company 3 Dispatch of Letter of Offer Within 2 WDs of Public Announcement Website of Stock Exchanges & Company 4 Offer Opening Within 7 WDs from detailed public announcement NA 5 Availability of letter of offer and Form of Acceptance Till issue closure date Website of Stock Exchanges & Company 6 Availability of material documents for inspection by Shareholders Till issue closure date Address given in Letter of Offer 7 Closing of the Delisting offer On 5th WDs Stock Exchanges website 8 Acceptance and Settlement of Shares Within 5 WDs from post offer public announcement or through secondary market settlement mechanism as the case may be Stock Exchanges website 9 Date of post offer advertisement Within 2 WDs of closure of bidding period Website of Stock Exchanges & Company 10 Dispatch of Exit letter to residual shareholders After delisting order of stock exchange and remains valid for 1 year Website of Company

RIGHTS OF INVESTORS

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.
Rights to inspect the material documents as listed out in the letter of offer during the
tendering period.
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
Ensure completed Tender Forms are submitted within the period stipulated in the Letter of
Offer;
Ensure the demat account and the PAN belong to the same eligible shareholder;
In case shares are held in physical Form, shareholder should ensure that the correct share
certificates are attached along with the Tender Form
Ensure that the signatures registered with the Company and the signature on the Tender
Form are the same.
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. Don’ts
Offer by Shareholders will be rejected if the terms and process mentioned in the Letter of
Offer are not followed
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;
There should be no name mismatch in the demat account of the Eligible Shareholder and
PAN; or
There should not be any restraint order of a Court/any other competent authority for
transfer/disposal/ sale
The title to the Equity Shares should not be under dispute and there should not be any
restraint.

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 shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself T+1 3 The concerned intermediary/ies to respond to the manager to the offer with an acceptable reply X 4 Shareholder may escalate the pending grievance, if any, to the functional head / head of department of manager to the offer T+21 5 Manager to the offer, the concerned intermediary/ies and the Shareholder shall exchange between themselves additional information related to the grievance, wherever Between T and X 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) Registrar to Issue/Offer (for email ID refer to Offer Document)

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

Delay in receipt of consideration upon acceptance of shares
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
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
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
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.
Availability of Form of acceptance cum acknowledgement
Availability of offer document
Process for tendering of shares in the offer
Date of offer opening/ closing/ acceptance and settlement of shares
Any other query of similar nature
RESPONSIBILITIES OF INVESTORS
Shareholders should keep abreast of corporate announcement for takeover, buyback,
dividend, bonus, splits etc.
Shareholders should read public announcement and letter of offer carefully including
taxation related issues;
Shareholders should ensure that their demat account is active.
Shareholders should ensure that the bank account registered with their DP is active for
receiving the payment against tendered shares on time.

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:

Act in investors’ best interests by understanding needs and developing solutions.
Enhance and customise value generating capabilities and services.
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
Letter of offer is dispatched through speed post/registered post/courier or email etc.
Detailed Public Statement, Offer Opening Advertisement, Independent Director’s
recommendation is published in the English, Hindi and Regional newspapers;
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;
Merchant banker and the Registrar to the offer to help resolve any query in relation to nonreceipt 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.
Detailed process for tendering of shares and procedure for acceptance and settlement of
shares is disclosed in the letter of offer;
Recommendation of independent directors of the target company published in the newspapers
to enable shareholders make an informed decision;
Facility for Physical Shareholders to participate in the takeover process by submitting
documents disclosed in the letter of offer;
All eligible shareholders may place orders in the Acquisition Window provided by stock
exchange, through their respective stock brokers;
Offer closing advertisement is published in the newspapers.
TIMELINES - TAKEOVER
Sr.
No. Activity Timeline for which activity takes place Information where available 1 Filing of Public Announcement 0 Website of SEBI, Stock Exchanges 2 Filing of Detailed Public Statement Within 5 WDs of filing PA with SEBI, Stock Exchange and Target Company Website of SEBI, Stock Exchanges 3 Dispatch of Letter of Offer Within 7 working days of receipt of observation letter from SEBI Website of SEBI, Stock Exchanges

4 Publication of
Independent Director's recommendation
2 WDs prior to commencement of tendering period Website of SEBI, Stock Exchanges 5 Offer Opening Ad 1 WDs prior to commencement of tendering period Website of SEBI, Stock Exchanges 6 Offer Opens not later than 12 WDs from the date of receipt of observation letter from SEBI Website of Stock Exchanges 7 Availability of letter of offer and Form of Acceptance Till offer closure date Website of SEBI, Stock Exchanges 8 Availability of material documents for inspection by Shareholders Till offer closure date Address given in Letter of Offer 9 Closure of offer Within 10 WDs of opening Stock Exchanges website 10 Acceptance and Settlement of shares Within 10 WDs of closure Stock Exchanges website 12 Date of post offer advertisement Within 5 WDs of payment to shareholders Website of SEBI, Stock Exchanges RIGHTS OF INVESTORS

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.
Shareholders have rights to inspect the material documents as listed out in the letter of offer
during the tendering period.
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
Ensure to submit tender forms on time;
Ensure the demat account and the PAN belong to the same eligible shareholder;
Physical shareholder should ensure that the correct share certificates are attached along with
the Tender Form
Ensure that the signatures registered with the Company and the signature on the Tender
Form are the same.
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.

Don’ts

Offer from shareholders will be rejected if the terms or the process mentioned in the Letter Of
Offer is not followed
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;
There should be no name mismatch in the demat account of the Eligible Shareholder and
PAN; or
There should not be any restraint order of a Court/any other competent authority for
transfer/disposal/ sale
The title to the Equity Shares should not be under dispute and there should not be any
restraint.
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 T+1 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) Registrar to Issue/Offer (for email ID refer to Offer Document)

and it shall be endeavored 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 offer with an acceptable reply X 4 Shareholder may escalate the pending grievance, if any, to the functional head / head of department of manager to the offer T+21 5 Manager to the offer, the concerned intermediary/ies and the Shareholder shall exchange between themselves additional information related to the grievance, wherever required Between T and X 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

Delay in receipt of consideration upon acceptance of shares
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
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.
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.
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.
Availability of Form of acceptance cum acknowledgement
Availability of offer document
Process for tendering of shares in the offer
Date of offer opening/ closing/ acceptance and settlement of shares
Any other query of similar nature
RESPONSIBILITIES OF INVESTORS
Shareholders should read letter of offer including the Risk factors mentioned therein.
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.

ANNEXURE VI
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 - S N Received from Pendi ng as at the end of last month Receiv ed during the particul ar month Resolve d during the particul ar month* Total Pendin g during the particul ar month # Pending complain ts > 1 month Average Resoluti on time^\ (in days) 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 from previous month Received during the particular month Resolved during the particular month * Pending at the end of the 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.
Trend of annual (Calendar year) disposal of complaints (For 5 years on rolling basis)- SN Year Carried forward from previous year Received during the particular year Resolved during the particular year Pending at the end of the particular year 1 2021 2 2022 3 2023 4 2024 5 2025 Grand Total

ANNEXURE VII
CERT-Fin Advisory – 201155100308
Advisory for financial Sector Organisations- RBI and SEBI Overview It has been learnt that some of the financial sector institutions are availing or thinking of availing software as a Service (SaaS) based solution for managing their Governance, Risk & Compliance (GRC) functions so as to improve their cyber security posture. Many a time the risk & compliance data of the institution moves cross border beyond the legal and jurisdictional boundary of India due to the nature of shared cloud SaaS. While SaaS may provide ease of doing business and quick turnaround, it also brings significant risk to the overall health of India’s financial sector with respect to data safety and security. Description If the following data sets fall in the hands of an advisory/cyber attackers, it may lead to unprecedented increase in the attack surface area and weakening of Indian financial sector infrastructure’s overall resilience.  Credit Risk Data  Liquidity Risk Data  Market Risk Data  System & Sub-System Information  Internal & Partner IP Schema  Audit/Internal Audit Data  System Configuration Data  System Vulnerability Information  Risk Exception Information  Supplier Information & It’s Dependencies Related Data Solution The Financial sector organizations may be advised to protect such critical data using layered defence approach and seamless protection against external or insider threat. The organisations may also be advised to ensure complete protection & seamless control over their critical system by continuous monitoring through direct control and supervision protocol mechanisms while keeping such critical data within legal boundary of India. The organisations may also be requested to report back to their respective regulatory authority regarding compliance to this advisory. It is requested that you may kindly keep CERT-in informed of the actions taken and periodically provide the updated compliance to this advisory. (It may be noted that TLP amber means: Limited disclosure, restricted to participants’ organizations.

When should it be used: Sources may be use TLP:AMBER when information requires support to be effectively acted upon, yet carries risks to privacy, reputation, or operations if shared outside organizations involved. How may it be shared: Recipients may only share TLP: AMBER information with members of their own organization, and with clients or customers who need to know the information to protect themselves or prevent further harm. Sources are at liability to specify additional intended limits of the sharing: these must be adhered to.)

ANNEXURE VIII
For Merchant Bankers
Dear Investor,
In case of any grievance/complaint against the Merchant Banker:
 Please contact Compliance Officer of the Merchant Banker (Name and Address)/ email-id (xxx.@email.com) and Phone No. -91-XXXXXXXXXX.  You may also approach CEO / email-id(xxx.email.com) and Phone No.- 91- XXXXXXXXXX  If not satisfied with the response of the Merchant Banker you can lodge your grievances with SEBI at http://scores.gov.in or you may also write to any of the offices of SEBI. For any queries, feedback or assistance, please contact SEBI Office on Toll Free Helpline at 1800227575/ 18002667575.

ANNEXURE IX
PRINCIPLES FOR OUTSOURCING FOR INTERMEDIARIES

A Merchant Banker shall not outsource its core merchant banking activities such as
due diligence activities, preparation of offer related documents etc. The Merchant Banker shall remain responsible and accountable for all activities undertaken on its behalf, whether outsourced or otherwise. 38
A merchant banker seeking to outsource activities shall have in place a
comprehensive policy to guide the assessment of whether and how those activities can be appropriately outsourced. The Board of Directors (hereinafter referred to as the “the Board”) of the merchant banker shall have the responsibility for the outsourcing policy and related overall responsibility for activities undertaken under that policy.
2.1. The policy shall cover activities or the nature of activities that can be outsourced, the
authorities who can approve outsourcing of such activities, and the selection of third party to whom it can be outsourced. For example, an activity shall not be outsourced if it would impair the supervisory authority’s right to assess, or its ability to supervise the business of the merchant banker. The policy shall be based on an evaluation of risk concentrations, limits on the acceptable overall level of outsourced activities, risks arising from outsourcing multiple activities to the same entity, etc.
2.2. The Board shall mandate a regular review of outsourcing policy for such activities in
the wake of changing business environment. It shall also have overall responsibility for ensuring that all ongoing outsourcing decisions taken by the merchant banker and the activities undertaken by the third party, are in keeping with its outsourcing policy.
The merchant banker shall establish a comprehensive outsourcing risk management
program to address the outsourced activities and the relationship with the third party.

38 Inserted pursuant to insertion of Regulation 9A(1)(i) of SEBI (Merchant Bankers) Regulations, 1992

3.1. A merchant banker shall make an assessment of outsourcing risk which depends on
several factors, including the scope and materiality of the outsourced activity, etc. The factors that could help in considering materiality in a risk management program include3.1.1. The impact of failure of a third party to adequately perform the activity on the financial, reputational and operational performance of the merchant banker and on the investors / clients;
3.1.2. Ability of the merchant banker to cope up with the work, in case of nonperformance or failure by a third party by having suitable back-up arrangements;
3.1.3. Regulatory status of the third party, including its fitness and probity status;
3.1.4. Situations involving conflict of interest between the merchant banker and the
third party and the measures put in place by the merchant banker to address such potential conflicts, etc.
3.2. While there shall not be any prohibition on a group entity / associate of the merchant
banker to act as the third party, systems shall be put in place to have an arm’s length distance between the merchant banker and the third party in terms of infrastructure, manpower, decision-making, record keeping, etc. for avoidance of potential conflict of interests. Necessary disclosures in this regard shall be made as
part of the contractual agreement. It shall be kept in mind that the risk management
practices expected to be adopted by a merchant banker while outsourcing to a related party or an associate would be identical to those followed while outsourcing to an unrelated party.
3.3. The records relating to all activities outsourced shall be preserved centrally so that the
same is readily accessible for review by the Board of the merchant banker and / or its senior management, as and when needed. Such records shall be regularly updated and may also form part of the corporate governance review by the management of the merchant banker.
3.4. Regular reviews by internal or external auditors of the outsourcing policies,
risk management system and requirements of the regulator shall be mandated by the Board wherever felt necessary. Merchant banker shall review the financial and operational capabilities of the third party in order to assess its ability to continue to meet its outsourcing obligations.

The merchant banker shall ensure that outsourcing arrangements neither
diminish its ability to fulfill its obligations to customers and regulators, nor impede effective supervision by the regulators.
4.1. The merchant banker shall be fully liable and accountable for the activities that are
being outsourced to the same extent as if the service were provided in-house.
4.2. Outsourcing arrangements shall not affect the rights of an investor or client against the
merchant banker in any manner. The merchant banker shall be liable to the investors for the loss incurred by them due to the failure of the third party and also be responsible for redressal of the grievances received from investors arising out of activities rendered by the third party.
4.3. The facilities / premises / data that are involved in carrying out the outsourced
activity by the service provider shall be deemed to be those of the merchant banker. The merchant banker itself and regulator or the persons authorized by it shall have the right to access the same at any point of time.
4.4. Outsourcing arrangements shall not impair the ability of SEBI/SRO or auditors
to exercise its regulatory responsibilities such as supervision/inspection of the merchant banker.
The merchant banker shall conduct appropriate due diligence in selecting the
third party and in monitoring of its performance.
5.1. It is important that the merchant banker exercise due care, skill, and diligence in the
selection of the third party to ensure that the third party has the ability and capacity to undertake the provision of the service effectively.
5.2. The due diligence undertaken by a merchant banker shall include assessment of:
5.2.1. third party’s resources and capabilities, including financial soundness, to
perform the outsourcing work within the timelines fixed;
5.2.2. compatibility of the practices and systems of the third party with the
intermediary’s requirements and objectives;
5.2.3. market feedback of the prospective third party’s business reputation and
track record of their services rendered in the past;
5.2.4. level of concentration of the outsourced arrangements with a single third
party; and
5.2.5.the environment of the foreign country where the third party is located.
Outsourcing relationships shall be governed by written contracts / agreements
/ terms and conditions (as deemed appropriate) {hereinafter referred to as “contract”} that clearly describe all material aspects of the outsourcing arrangement, including the rights, responsibilities and expectations of the parties to the contract, client confidentiality issues, termination procedures, etc.
6.1. Outsourcing arrangements shall be governed by a clearly defined and legally
binding written contract between the intermediary and each of the third parties, the nature and detail of which shall be appropriate to the materiality of the outsourced activity in relation to the ongoing business of the intermediary.
6.2. Care shall be taken to ensure that the outsourcing contract:
6.2.1. clearly defines what activities are going to be outsourced, including appropriate
service and performance levels;
6.2.2. provides for mutual rights, obligations and responsibilities of the intermediary
and the third party, including indemnity by the parties;
6.2.3. provides for the liability of the third party to the intermediary for unsatisfactory
performance/other breach of the contract
6.2.4. provides for the continuous monitoring and assessment by the intermediary of
the third party so that any necessary corrective measures can be taken up immediately, i.e., the contract shall enable the intermediary to retain an appropriate level of control over the outsourcing and the right to intervene with appropriate measures to meet legal and regulatory obligations;
6.2.5. includes, where necessary, conditions of sub-contracting by the third-party, i.e.
the contract shall enable intermediary to maintain a similar control over the risks when a third party outsources to further third parties as in the original direct outsourcing;
6.2.6. has unambiguous confidentiality clauses to ensure protection of proprietary and
customer data during the tenure of the contract and also after the expiry of the contract;
6.2.7. specifies the responsibilities of the third party with respect to the IT security and
contingency plans, insurance cover, business continuity and disaster recovery plans, force majeure clause, etc.;
6.2.8. provides for preservation of the documents and data by third party;

6.2.9. provides for the mechanisms to resolve disputes arising from implementation
of the outsourcing contract;
6.2.10. provides for termination of the contract, termination rights, transfer of
information and exit strategies;
6.2.11. addresses additional issues arising from country risks and potential obstacles
in exercising oversight and management of the arrangements when intermediary outsources its activities to foreign third party. For example, the contract shall include choice-of-law provisions and agreement covenants and jurisdictional covenants that provide for adjudication of disputes between the parties under the laws of a specific jurisdiction;
6.2.12. neither prevents nor impedes the intermediary from meeting its
respective regulatory obligations, nor the regulator from exercising its regulatory powers; and
6.2.13. provides for the intermediary and /or the regulator or the persons authorized by
it to have the ability to inspect, access all books, records and information relevant to the outsourced activity with the third party.
7. The merchant banker and its third parties shall establish and maintain
contingency plans, including a plan for disaster recovery and periodic testing of backup facilities.
7.1. Specific contingency plans shall be separately developed for each outsourcing
arrangement, as is done in individual business lines.
7.2. A merchant banker shall take appropriate steps to assess and address the potential
consequence of a business disruption or other problems at the third party level. Notably, it shall consider contingency plans at the third party; co-ordination of contingency plans at both the merchant banker and the third party; and contingency plans of the merchant banker in the event of non-performance by the third party.
7.3. To ensure business continuity, robust information technology security is a necessity. A
breakdown in the IT capacity may impair the ability of the merchant banker to fulfill its obligations to other market participants/clients/regulators and could undermine the privacy interests of its customers, harm the merchant banker’s reputation, and may ultimately impact on its overall operational risk profile. Merchant banker shall,

therefore, seek to ensure that third party maintains appropriate IT security and robust disaster recovery capabilities.
7.4. Periodic tests of the critical security procedures and systems and review of the backup
facilities shall be undertaken by the merchant banker to confirm the adequacy of the third party’s systems.
8. The merchant banker shall take appropriate steps to require that third parties protect
confidential information of both the merchant banker and its customers from intentional or inadvertent disclosure to unauthorized persons.
8.1. A merchant banker that engages in outsourcing is expected to take appropriate steps
to protect its proprietary and confidential customer information and ensure that it is not misused or misappropriated.
8.2. The merchant banker shall prevail upon the third party to ensure that the employees of
the third party have limited access to the data handled and only on a “need to know” basis and the third party shall have adequate checks and balances to ensure the same.
8.3. In cases where the third party is providing similar services to multiple entities, the
merchant banker shall ensure that adequate care is taken by the third party to build safeguards for data security and confidentiality.
9. Potential risks posed where the outsourced activities of multiple merchant
bankers are concentrated with a limited number of third parties.
In instances, where the third party acts as an outsourcing agent for multiple merchant bankers, it is the duty of the third party and the merchant banker to ensure that strong safeguards are put in place so that there is no co-mingling of information /documents, records and assets.

Appendix
LIST OF RESCINDED CIRCULARS
S.
No.
Circular No. and Date Subject / Title

SEBI RMB CIRCULAR NO. 1(98-99)
dated June 05, 1998
Comprehensive clarification regarding various aspects of SEBI (Merchant Bankers) amendment regulations, 1997 and SEBI (merchant bankers) amendment regulations 1998
RMB/CIRCULAR NO.4 (98-99) dated
March 30, 1999
All registered merchant bankers
RMB Circular No. 1 (2002-2003) dated
September 17, 2002
Conditions for granting registration to applicants notwithstanding that a connected persons has been previously granted registration
SEBI Cir. No. PMD/MBD/AK/24351/2002
dated December 17, 2002
Application procedure for registration/renewal as Merchant Banker
MIRSD/ DPSIII/ Cir-24/ 08 dated July 25,
2008
Designated e-mail ID for regulatory communication with SEBI-Merchant Bankers
SEBI Circular No. MIRSD/DPS III/Cir01/07 dated January 22, 2007
Exclusive e-mail ID for redressal of
Investor Complaints
SEBI Circular No. CIR/MIRSD/14/2011
dated August 02, 2011
Revised procedure for seeking prior approval for change in control through single window
SEBI Circular No.
SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017 Online Registration Mechanism for Securities Market Intermediaries
SEBI Cir. No. MIRSD/DPS-2/MB/Cir16/2008 dated May 06, 2008
Reporting of information on a half yearly basis- Merchant Bankers
SEBI Circular No. CIR/MIRSD/7/2011
dated June 17, 2011
Periodical report- Grant of prior approval to merchant bankers
SEBI Circular No. CIR/MIRSD/6/2012
dated May 14, 2012
Review of Regulatory Compliance and
Periodic Reporting
SEBI RMB CIRCULAR NO. 2(98-99)
August 11, 1998
Activities carried out by merchant bankers other than that in the securities
SEBI Circular No. CIR/MIRSD/1/2012
dated Jan 10, 2012
Disclosure of Track Record of the public issues managed by Merchant Bankers,
SEBI/HO/CFD/DIL1/P/CIR/2021/0660
November 23, 2021
Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites
SEBI/HO/MIRSD/DOR/CIR/P/2021/46 Transfer of business by SEBI registered

LIST OF RESCINDED CIRCULARS
S.
No.
Circular No. and Date Subject / Title dated March 26, 2021 intermediaries to other legal entity
16. SEBI/HO/MIRSD/DOR/CIR/P/2021/42
dated March 25 2021
Prior Approval for Change in control:
Transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control
17. SEBI/HO/MIRSD/DOR/CIR/P/2021/42
dated November 03 2020
Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions
18. CIR/MIRSD/17/2011 dated August 24,
2011
Processing of Investor Complaints in SEBI
Complaints Redress System (SCORES)
19. CIR/MIRSD/3/2014 dated August 28,
2014
Information regarding Grievance Redressal
Mechanism
20. SEBI Circulars No. MRD/DoP/Cir05/2007 dated April 27, 2007
Permanent Account Number (PAN) to be the sole identification number for all transactions in the securities market
21. SEBI Circulars No Cir/ ISD/1/2011 dated
March 23, 2011
Prevention of circulation of unauthenticated news by SEBI Registered Market Intermediaries through various modes of communication
22. Cir/ ISD/2/2011 dated March 24, 2011 Prevention of circulation of unauthenticated
news by SEBI Registered Market
Intermediaries through various modes of communication
23. SEBI Circular No. CIR/MIRSD/24/2011
dated December 15, 2011
Guidelines on Outsourcing of Activities by
Intermediaries
24. SEBI Circular No. CIR/MIRSD/5/2013
dated August 27, 2013
General Guidelines for dealing with
Conflicts of Interest of Intermediaries,
Recognised Stock Exchanges,
Recognised Clearing Corporations,
Depositories and their Associated Persons in Securities Market
25. SEBI Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/141 dated August 10, 2023
Procedure for seeking prior approval for change in control with respect to Merchant Bankers and Bankers to an issue.
26. SEBI Circular No.
HO/49/11/11(106)2025-CFD-RACDIL3/I/1796/20 dated January 02, 2026 Specification of the consequential requirements with respect to Amendment of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.
27. SEBI Circular No. HO/49/14/15(2)2026-
CFD-POD1/I/13567/2026 dated June 11,
2026
Extension of timelines for compliance with certain provisions of Circular dated January 02, 2026

Master Circular for Merchant Bankers

Lineage: In force

Timeline