Schedule II - The Reverse Book Building Process - Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.

SCHEDULE II See regulation 20(1) THE REVERSE BOOK BUILDING PROCESS 1. The reverse book building process shall be made through an electronically linked transparent facility and the acquirer shall enter into an agreement with a stock exchange for this purpose. 2. The detailed public announcement and letter of offer shall be filed without delay with the stock exchange mentioned in clause 1 and such stock exchange shall forthwith post the same on its website. 3. The minimum number of bidding centres shall be: (a) the four metropolitan centres situated at Mumbai, Delhi, Kolkata and Chennai; (b) such cities in the region in which the registered office of the company is situated, as are specified by the stock exchange mentioned in clause 1. 4. There shall be at least one electronically linked computer terminal at all bidding centres. 5. The shareholders may withdraw or revise their bids upwards not later than one day before the closure of the bidding period. Downward revision of bids shall not be permitted. 6. The acquirer shall appoint trading members at the bidding centres, whom the public shareholders may approach for placing bids on the on-line electronic system. 7. The shareholders holding dematerialized shares, desirous of availing the exit opportunity may enter their bid by way of marking a lien in favour of the special depositories account opened by the Manager to the offer. 8. The Manager to the offer shall ensure that the equity shares in the said special depositories account are not transferred to the account of the acquirer unless the bids in respect thereof are accepted and payments in respect thereof are made. 9. The holders of physical equity shares shall ensure that the bidding form, together with the share certificate and transfer deed, is received by the share transfer agent appointed for the purpose before the last date of bidding period. The share transfer agent shall deliver the certificates, which are found to be genuine, to the Manager to the offer, who shall not hand it over to the acquirer unless the bids in respect thereof are accepted and payment in respect thereof is made. The bids in respect of the certificates which are found to be non-genuine shall be deleted from the system. 10. The verification of physical certificates for making the public announcement under regulation 17 of these regulations shall be completed on the day on which they are received by the share transfer agent. 11. The bids placed in the system shall have an audit trail which includes stock broker identification details, time stamp and unique order number. 12. Clauses 1 to 11 shall not be applicable in respect of the book building process where settlement is carried out through stock exchange mechanism as specified in sub-regulation (2) of regulation 17 of these regulations. 13. The discovered price shall be determined as the price at which shares are accepted through eligible bids, that takes the shareholding of the acquirer (along with the persons acting in concert) to ninety per cent of the total issued shares of that class excluding the shares which are held by following: (i) a custodian(s) holding shares against which depository receipts have been issued overseas; (ii) a trust set up for implementing an Employee Benefit scheme under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (iii) inactive shareholders such as vanishing companies, struck off companies, shares transferred to Investor Education and Protection Fund account and shares held in terms of sub-regulation (4) of regulation 39 read with Schedule VI of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. 14. An illustration for arriving at the discovered price is given in the table below: Bid price (₹) Number of Investors Demand (Number of shares) Cumulative demand (Number of shares) 550 5 2,50,000 2,50,000 565 8 4,00,000 6,50,000 575 10 2,00,000 8,50,000 585 4 4,00,000 12,50,000 595 6 1,20,000 13,70,000 600 5 1,30,000 15,00,000 Final Offer Price 605 3 2,10,000 17,10,000 610 3 1,40,000 18,50,000 615 3 1,50,000 20,00,000 620 1 5,00,000 25,00,000 Total 48 25,00,000 Not applicable Assuming floor price of ₹550/- per share, shareholding of the acquirer at 75% and number of shares required for successful delisting as 15,00,000, the discovered price would be the price at which the acquirer reaches the threshold of 90%, i.e., it would be ₹600/- per share.