Annexure XIV Continued… - Edelweiss

the Identified Party Lock-in Period and the Investor Tag-along Rights shall automatically cease to apply to
the Other Shareholders so long as a Transfer by them is not proposed in favour of a Restricted Entity.
(c) The restrictions on Transfers in relation to the Equity Shares or other securities or rights in the Company
as stated in Article 74(a) shall not apply to:
(i) Any inter se Transfer amongst Mr. Rudra Sen Sindhu, his Immediate Family Members and Investment
Companies which are under the Control of Mr. Rudra Sen Sindhu and/or his Immediate Family Members.
Transfers between Mr. Rudra Sen Sindhu and his brothers shall be permissible only if Mr. Rudra Sen
Sindhu is a Transferee and not a Transferor;
(ii) Any inter se Transfer amongst Mr. Kuldeep Singh Solanki, his Immediate Family Members and
Investment Companies which are under the Control of Mr. Kuldeep Singh Solanki and/or his Immediate
Family Members;
(iii) Any inter se Transfer amongst Mr. Ganesh Chandra Mrig, his Immediate Family Members and Investment
Companies which are under the Control of Mr. Ganesh Chandra Mrig and/or his Immediate Family
Members; and
(iv) Any inter se Transfer amongst the Other Shareholders and their respective Immediate Family Members
and Investment Companies which are under the Control of the Other Shareholders or their Immediate
Family Members.
Provided that, in each case, the Transferee executes a Deed of Adherence.
Tag-along rights of the Investor
Article 76, proviso (a) provides that
“Subject to Article 74,
If any of the Identified Parties and/or their Affiliates propose to sell, directly or indirectly, their Equity Shares
or any part thereof (the "Selling Identified Parties") to any Person other than the Investor ("Proposed
Transferee") (together the "Proposed Transfer") and after such Proposed Transfer, the Identified Parties and
their Affiliates direct and indirect shareholding in the Company will not fall below 30% of the Equity Share
Capital as of the date of the Proposed Transfer (the " Identified Party Threshold"), then the Investor and/or the
Investor Affiliates will, at their sole discretion and option, have a tag-along right, but not an obligation ("Tagalong
Right"), to sell the Investor Pro Rata Shareholding or such number of Equity Shares (which is less than
the Investor Pro Rata Shareholding) to the Proposed Transferee prior to the Proposed Transfer on terms no less
favourable than the terms offered to the Selling Identified Parties by the Proposed Transferee;
If any Proposed Transfer will result in the Identified Parties’ and their Affiliates’ direct and indirect
shareholding in the Company falling below the Identified Party Threshold, or if the shareholding of the
Identified Parties and their Affiliates, directly and indirectly, is below the Identified Party Threshold prior to
such Proposed Transfer, or if any Proposed Transfer is in favour of a Restricted Entity (as revised from time to
time in accordance with the terms of the Shareholders Agreement), the Investor and/or the Investor Affiliates
shall have a Tag-along Right, but not an obligation, to sell all or less than all of the Investor Shares to the
Proposed Transferee prior to the Proposed Transfer, on terms no less favourable than the terms offered to the
Selling Identified Parties by the Proposed Transferee.”
Pre-emptive rights for new issues of securities
Article 78 proviso (a) provides that:
(i) In the event the Company is desirous of issuing new securities ("Proposed Issuance") by way of a rights
issue, the Company shall also offer to the Investor, such number of the new securities as are proportionate
to the Investor’s shareholding in the Company.
(ii) Any Proposed Issuance by way of a preferential issue in favour of any Person ("Potential Investor"),
other than any issue of new securities under an ESOP approved in accordance with Article 82 or pursuant
to exercise of the Warrants (as defined in the Shareholder Agreement), shall be made only if the entire
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