 

(iii)

(iv)

providing the number of Promoter Securities required to be Transferred by the
Promoters and the Persons holding the Promoter Securities jointly with the
Promoters (“Promoter Drag Along Securities”) at the Drag Price, the identity of
the Third Party purchaser to whom such Securities are proposed to be Transferred
and other material terms of the sale. The receipt of the Drag Along Notice by any
one of the Promoters shall be deemed to be a notice to each of the Promoters and
the Persons holding the Promoter Securities jointly with the Promoters and the
Company.

Within 14 (fourteen) Business Days from the receipt of Drag Along Notice, the
Promoters and the Persons holding the Promoter Securities jointly with the
Promoters shall have the obligation to Transfer the Promoter Drag Along Securities
in accordance with the terms set forth in the Drag Along Notice.

Notwithstanding anything contained in these Articles or otherwise, the Investors
shall not be required to sell the Securities held by them to any Third-Party purchaser
pursuant to the exercise of the drag along right under this Article. Nothing
contained in this Article shall prejudice any Investor's right to exercise the Tag
Along Right in accordance with Articles 53 to 64 under Tag Along Right.

The Exit Right under this Article shall be exercisable more than once on and from
the QIPO Date and continue to subsist until each Investor has been provided with
an exit with respect to all Securities held by it at the Determined Price, subject to
compliance with the pricing requirements under Applicable Law.

 

UNDERTAKINGS BY THE COMPANY

 

87.

The Company shall keep true and fair accounting records of all operations, and such records
shall be kept at the registered office of the Company or at such other place as the Board
thinks fit and shall be open for inspection by each of the Investors or by their duly authorised
representatives at all times during normal business hours and with sufficient notice so as not
to disrupt the Company’s operations. Provided, however, that the statutory books and
registers that are required to be kept at the Office of the Company under the Act shall at all
times be in kept as prescribed under the Act.

Maintenance of
Accounting Records

 

 

88.

 

The Key Promoter and the Company shall provide the following:

@

Gi)

(iii)

(iv)

(vy)

(vi)

Within 20 (twenty) Business Days from the end of each month, the Company shall
provide monthly financial information in the agreed form to the Investors;

The Company shall also on an annual basis report to the Investors data on social
performance metrics, the format of which shall be in the agreed form. The
Company would be responsible to collect and compile the data required for such
reporting;

As soon as the audited Financial Statements (including a balance sheet, income
statement and cash flow statement) become available (and in any case not later than
90 (ninety) Business Days after the end of each Financial Year) the Company shall
deliver copies of them to the Investors;

The Company shall provide copies of minutes of meetings of the Board and
General Meetings and documents presented at such meetings of the Board and
General Meetings post finalisation of the minutes of meetings of the Board and/or
General Meetings and not later than 45 (forty-five) days of such meetings, to the
Qualifying Investors;

The Company shall deliver within 30 (thirty) Business Days of the end of each
quarter to the Investors the unaudited quarterly Financial Statements including
operational and financial milestones and performance; and

The Company shall deliver to each of the Investors such Financial Statements and

 

information as may be required by them and reasonably requested by them or an

Providing Financial
and Other
Information

 

431

 
