Schedule - II - Format of due diligence certificate to be given by the lead manager (s)/merchant banker along with draft offer document/ preliminary placement memorandum 52 - Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations, 2015

1 [ SCHEDULE II [ See regulations 7 and 14 ] Form A FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE LEAD MANAGER (S)/MERCHANT BANKER ALONG WITH DRAFT OFFER DOCUMENT/ PRELIMINARY PLACEMENT MEMORANDUM 52 To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sirs, SUB.: ISSUE OF _________________ BY ________________(Issuer) We CONFIRM that: (1) We have examined documents pertaining to the said issue and other relevant documents. (2) On the basis of such examination and discussions with the Issuer, its directors and other officers, other agencies, and independent verification of the statements concerning the objects of the issue, contents of the documents and other papers furnished by the issuer: (a) the draft offer document/ preliminary placement memorandum filed with the Board is in conformity with the documents, materials and papers which are material to the issue; (b) all material legal requirements relating to the issue as specified by the Board, the Central Government and any other competent authority in this behalf have been duly complied with; and (c) the material disclosures made in the draft offer document/preliminary placement memorandum are true and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 2013, these regulations and other applicable legal requirements. (3) All intermediaries named in the draft offer document/ preliminary placement memorandum are registered with the Board and that till date, such registration is valid and that none of these intermediaries have been debarred from functioning by any regulatory authority. (4) Necessary arrangements shall be made to ensure that the monies received pursuant to the issue are credited or transferred to in a separate bank account. (5) We shall comply with the provisions pertaining to advertisements in terms of the Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations, 2015. (6) The offer document or placement memorandum registered with the Registrar of Companies and filed with the designated stock exchange on . (date) was suitably updated under intimation to the Board and that the said offer document or placement memorandum contains all the material disclosures in respect of the issuer as on the said date. (7) Agreements have been entered into with the depositories for dematerialisation of the securities of the issuer. We enclose a note explaining the process of due diligence that has been exercised by us for the period disclosed in the draft offer document/preliminary placement memorandum in accordance with applicable laws. We enclose a checklist confirming regulation-wise compliance with the applicable provisions of these regulations, containing details such as the regulation number, its text, the status of compliance, page number of the draft offer document/ preliminary placement memorandum where the regulation has been complied with and our comments, if any. (SIGNATURE WITH OFFICIAL SEAL) LEAD MANAGER/ MERCHANT BANKER PLACE: DATE: Form B FORMAT FOR DUE DILIGENCE CERTIFICATE AT THE TIME OF FILING THE OFFER DOCUMENT OR PLACEMENT MEMORANDUM BY LEAD MANAGER/MERCHANT BANKER PRIOR TO THE OPENING OF THE ISSUE To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sir / Madam, SUB.: ISSUE OF ____________________ BY _______________ 1. We CONFIRM that neither the issuer nor its promoters or directors or other officers have been prohibited from accessing the capital market under any order or direction passed by the Board. We also confirm that none of the intermediaries named in the offer document or placement memorandum have been debarred from functioning by any regulatory authority. 2. We CONFIRM that all the material disclosures in respect of the issuer have been made in the offer document and certify that any material development relating to the issue up to the commencement of listing and trading of the municipal debt securities offered through this issue shall be informed through public notices/ advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given. 3. We CONFIRM that the offer document or placement memorandum contains all disclosures as specified in the Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations, 2015. 4. We CONFIRM that all relevant provisions of the Companies Act, 2013, if applicable, Securities Contracts, (Regulation) Act, 1956, Securities and Exchange Board of India Act, 1992 and the Rules, Regulations, Guidelines, Circulars issued thereunder have been complied with. 5. We CONFIRM that all comments/ complaints received on the draft offer document/ preliminary placement memorandum filed with the ________ (designated stock exchange) have been suitably addressed. (SIGNATURE WITH OFFICIAL SEAL) LEAD MANAGER / MERCHANT BANKER PLACE: DATE: Form C FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN IN THE EVENT OF DISCLOSURE OF MATERIAL EVENTS AFTER THE FILING OF THE OFFER DOCUMENT/PLACEMENT MEMORANDUM BY THE LEAD MANAGER(S)/MERCHANT BANKER(S) To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sirs, SUB.: ISSUE OF _________________ BY ________________(Issuer) We CONFIRM that all material disclosures in respect of the issue as on date have been made through the offer document or placement memorandum registered with the Registrar of Companies and filed with the designated stock exchange on .. (date). (SIGNATURE WITH OFFICIAL SEAL) LEAD MANAGER/ MERCHANT BANKER PLACE: DATE: ] ************ NOTES:- 1. Substituted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/40 dated 27-09-2019 before it was read as, SCHEDULE II [See Regulation 7 (10)] FORMAT FOR DUE DILIGENCE CERTIFICATE AT THE TIME OF FILING THE OFFER DOCUMENT BY AN ISSUER OR A CORPORATE MUNICIPAL ENTITY WITH REGISTRAR OF COMPANIES AND PRIOR TO THE OPENING OF THE ISSUE To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sir / Madam, SUB.: ISSUE OF ____________________ BY _______________ 1.We confirm that neither the issuer nor its promoters or directors (in case of corporate municipal entity), have been prohibited from accessing the capital market under any order or direction passed by the Board. We also confirm that none of the intermediaries named in the offer document have been debarred from functioning by any regulatory authority. 2. We confirm that all the material disclosures in respect of the issuer have been made in the offer document and certify that any material development in the issue or relating to the issue up to the commencement of listing and trading of the shares offered through this issue shall be informed through public notices/ advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given. 3. We confirm that the offer document contains all disclosures as specified in the Securities and Exchange Board of India (Issue and Listing of Debt Securities by Municipalities) Regulations, 2015. 4. We also confirm that all relevant provisions of the Companies Act, 2013, if applicable, Securities Contracts, (Regulation) Act, 1956, Securities and Exchange Board of India Act, 1992 and the Rules, Regulations, Guidelines, Circulars issued thereunder are complied with. We confirm that all comments/ complaints received on the draft offer document filed on the website of ________ (designated stock exchange) have been suitably addressed. PLACE DATE: LEAD MERCHANT BANKER (S)