(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI
Regulations; and

(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred are pre-approved by the FPI.

The FPIs who wished to participate in the Offer were advised to use the Bid cum Application Form for non-
residents.

Bids received from FPIs bearing the same PAN were treated as multiple Bids and were liable to be rejected, except
for Bids from FPIs that utilize the multiple investment manager structure in accordance with the operational
guidelines for FPIs and designated Depository Participants issued to facilitate implementation of SEBI FPI
Regulations (such structure referred to as “MIM Structure”), provided such Bids were made with different
beneficiary account numbers, Client IDs and DP IDs.

Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and
bear the same PAN, were liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the
same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, were required to provide a
confirmation in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM
Structure. In the absence of such confirmation from the relevant FPIs, such multiple Bids were liable to be rejected.

Further, in the following cases, Bids by FPIs shall not be treated as multiple Bids:

e  FPIs which utilise the MIM structure, indicating the name of their respective investment managers in
such confirmation;

¢ Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary
derivative investments;

e Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;

e  FPI registrations granted at investment strategy level/sub fund level where a collective investment
scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed
by a single investment manager;

¢ Multiple branches in different jurisdictions of foreign bank registered as FPIs;

¢ Government and Government related investors registered as Category 1 FPIs; and

e — Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using
the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids
utilize any of the above-mentioned structures and indicate the name of their respective investment managers in
such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be
rejected.

Bids by SEBI registered VCFs, AIFs and FVCIs

The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 (“SEBI VCF
Regulations”) as amended, inter alia prescribe the investment restrictions on VCFs, registered with SEBI. The
Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 (“SEBI AIF
Regulations”) prescribe, amongst others, the investment restrictions on AIFs. The Securities and Exchange Board
of India (Foreign Venture Capital Investors) Regulations, 2000 as amended (“SEBI FVCI Regulations”)
prescribe the investment restrictions on FVCIs.

Accordingly, the holding in any company by any individual VCF or FVCIs registered with SEBI should not
exceed 25% of the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the
investible funds in various prescribed instruments, including in public offering.

Category I and II AIFs cannot invest more than 25% of the investible funds in one investee company. A Category
III AIF cannot invest more than 10% of the investible funds in one investee company. A VCF registered as a
Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds
by way of subscription to an initial public offering of a venture capital undertaking whose shares are proposed to
be listed. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall

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